Loans

The detail of the loan portfolio as of March 31, 2018 and December 31, 2017 was as follows:



	March 31, 2018						December 31, 2017
	Non-PCI Loans		PCI Loans*		Total		Non-PCI Loans		PCI Loans*		Total
	(in thousands)
Loans:
Commercial and industrial	$	2,736,170	$	895,427	$	3,631,597	$	2,549,065	$	192,360	$	2,741,425
Commercial real estate:
Commercial real estate	8,804,701		2,901,527		11,706,228		8,561,851		934,926		9,496,777
Construction	950,765		421,743		1,372,508		809,964		41,141		851,105
Total commercial real estate loans	9,755,466		3,323,270		13,078,736		9,371,815		976,067		10,347,882
Residential mortgage	2,817,057		504,503		3,321,560		2,717,744		141,291		2,859,035
Consumer:
Home equity	372,348		176,981		549,329		373,631		72,649		446,280
Automobile	1,222,253		468		1,222,721		1,208,804		98		1,208,902
Other consumer	733,640		15,184		748,824		723,306		4,750		728,056
Total consumer loans	2,328,241		192,633		2,520,874		2,305,741		77,497		2,383,238
Total loans	$	17,636,934	$	4,915,833	$	22,552,767	$	16,944,365	$	1,387,215	$	18,331,580


*	PCI loans include covered loans (mostly consisting of residential mortgage loans) totaling $33.2 million and $38.7 million at March 31, 2018 and December 31, 2017, respectively.

Total loans (excluding PCI covered loans) include net unearned premiums and deferred loan costs of $22.0 million and $22.2 million at March 31, 2018 and December 31, 2017, respectively. The outstanding balances (representing contractual balances owed to Valley) for PCI loans totaled $5.1 billion and $1.5 billion at March 31, 2018 and December 31, 2017, respectively.

There were no transfers of residential mortgage loans from the loan portfolio to loans held for sale during the three months ended March 31, 2018 as compared to $103.9 million of loans transferred during the three months ended March 31, 2017. There were no other sales of loans from the held for investment portfolio during the three months ended March 31, 2018 and 2017.

Purchased Credit-Impaired Loans

PCI loans are accounted for in accordance with ASC Subtopic 310-30 and are initially recorded at fair value (as determined by the present value of expected future cash flows) with no valuation allowance (i.e., the allowance for loan losses), and aggregated and accounted for as pools of loans based on common risk characteristics. The difference between the undiscounted cash flows expected at acquisition and the initial carrying amount (fair value) of the PCI loans, or the “accretable yield,” is recognized as interest income utilizing the level-yield method over the life of each pool. Contractually required payments for interest and principal that exceed the undiscounted cash flows expected at acquisition, or the “non-accretable difference,” are not recognized as a yield adjustment, as a loss accrual or a valuation allowance. Reclassifications of the non-accretable difference to the accretable yield may occur subsequent to the loan acquisition dates due to increases in expected cash flows of the loan pools.

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 USAB acquisition as of the January 1, 2018 (See Note 2 for more details).



	(in thousands)

Contractually required principal and interest	$	4,312,988
Contractual cash flows not expected to be collected (non-accretable difference)	(94,098		)
Expected cash flows to be collected	4,218,890
Interest component of expected cash flows (accretable yield)	(474,208		)
Fair value of acquired loans	$	3,744,682

The following table presents changes in the accretable yield for PCI loans during the three months ended March 31, 2018 and 2017:



	Three Months Ended March 31,
	2018			2017
	(in thousands)
Balance, beginning of period	$	282,009		$	294,514
Acquisition	474,208			—
Accretion	(65,131		)	(24,683		)
Balance, end of period	$	691,086		$	269,831

Credit Risk Management

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

Credit Quality

The following table presents past due, non-accrual and current loans (excluding PCI loans, which are accounted for on a pool basis) by loan portfolio class at March 31, 2018 and December 31, 2017:



	Past Due and Non-Accrual Loans
	30-59 Days Past Due Loans		60-89 Days Past Due Loans		Accruing Loans 90 Days or More Past Due		Non-Accrual Loans		Total Past Due Loans		Current Non-PCI Loans		Total Non-PCI Loans
	(in thousands)
March 31, 2018
Commercial and industrial	$	5,405	$	804	$	653	$	25,112	$	31,974	$	2,704,196	$	2,736,170
Commercial real estate:
Commercial real estate	3,699		—		27		8,679		12,405		8,792,296		8,804,701
Construction	532		1,099		—		732		2,363		948,402		950,765
Total commercial real estate loans	4,231		1,099		27		9,411		14,768		9,740,698		9,755,466
Residential mortgage	6,460		4,081		3,361		22,694		36,596		2,780,461		2,817,057
Consumer loans:
Home equity	642		602		—		2,890		4,134		368,214		372,348
Automobile	4,170		854		362		88		5,474		1,216,779		1,222,253
Other consumer	432		33		10		126		601		733,039		733,640
Total consumer loans	5,244		1,489		372		3,104		10,209		2,318,032		2,328,241
Total	$	21,340	$	7,473	$	4,413	$	60,321	$	93,547	$	17,543,387	$	17,636,934
December 31, 2017
Commercial and industrial	$	3,650	$	544	$	—	$	20,890	$	25,084	$	2,523,981	$	2,549,065
Commercial real estate:
Commercial real estate	11,223		—		27		11,328		22,578		8,539,273		8,561,851
Construction	12,949		18,845		—		732		32,526		777,438		809,964
Total commercial real estate loans	24,172		18,845		27		12,060		55,104		9,316,711		9,371,815
Residential mortgage	12,669		7,903		2,779		12,405		35,756		2,681,988		2,717,744
Consumer loans:
Home equity	1,009		94		—		1,777		2,880		370,751		373,631
Automobile	5,707		987		271		73		7,038		1,201,766		1,208,804
Other consumer	1,693		118		13		20		1,844		721,462		723,306
Total consumer loans	8,409		1,199		284		1,870		11,762		2,293,979		2,305,741
Total	$	48,900	$	28,491	$	3,090	$	47,225	$	127,706	$	16,816,659	$	16,944,365

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

The following table presents the information about impaired loans by loan portfolio class at March 31, 2018 and December 31, 2017:



	Recorded Investment With No Related Allowance		Recorded Investment With Related Allowance		Total Recorded Investment		Unpaid Contractual Principal Balance		Related Allowance
	(in thousands)
March 31, 2018
Commercial and industrial	$	10,676	$	78,992	$	89,668	$	94,333	$	21,664
Commercial real estate:
Commercial real estate	25,856		29,122		54,978		58,901		2,656
Construction	1,504		465		1,969		1,992		16
Total commercial real estate loans	27,360		29,587		56,947		60,893		2,672
Residential mortgage	6,033		7,997		14,030		15,168		705
Consumer loans:
Home equity	1,283		605		1,888		3,004		60
Total consumer loans	1,283		605		1,888		3,004		60
Total	$	45,352	$	117,181	$	162,533	$	173,398	$	25,101
December 31, 2017
Commercial and industrial	$	9,946	$	75,553	$	85,499	$	90,269	$	11,044
Commercial real estate:
Commercial real estate	28,709		29,771		58,480		62,286		2,718
Construction	1,904		467		2,371		2,394		17
Total commercial real estate loans	30,613		30,238		60,851		64,680		2,735
Residential mortgage	5,654		8,402		14,056		15,332		718
Consumer loans:
Home equity	3,096		664		3,760		4,917		64
Total consumer loans	3,096		664		3,760		4,917		64
Total	$	49,309	$	114,857	$	164,166	$	175,198	$	14,561

The following tables present by loan portfolio class, the average recorded investment and interest income recognized on impaired loans for the three months ended March 31, 2018 and 2017:



	Three Months Ended March 31,
	2018				2017
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(in thousands)
Commercial and industrial	$	90,069	$	714	$	30,459	$	308
Commercial real estate:
Commercial real estate	55,493		616		55,325		324
Construction	2,217		23		2,696		19
Total commercial real estate loans	57,710		639		58,021		343
Residential mortgage	14,098		165		20,393		208
Consumer loans:
Home equity	2,026		33		4,895		40
Total consumer loans	2,026		33		4,895		40
Total	$	163,903	$	1,551	$	113,768	$	899

Interest income recognized on a cash basis (included in the table above) was immaterial for the three months ended March 31, 2018 and 2017.

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

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

Performing TDRs (not reported as non-accrual loans) totaled $116.4 million and $117.2 million as of March 31, 2018 and December 31, 2017, respectively. Non-performing TDRs totaled $24.3 million and $27.0 million as of March 31, 2018 and December 31, 2017, respectively.

The following tables present loans by loan portfolio class modified as TDRs during the three months ended March 31, 2018 and 2017. 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, 2018 and 2017, respectively.



	Three Months Ended March 31, 2018					Three Months Ended March 31, 2017
Troubled Debt Restructurings	Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
	($ in thousands)
Commercial and industrial	6	$	3,908	$	3,777	9	$	10,282	$	9,235
Commercial real estate:
Commercial real estate	1	196		195		1	177		173
Construction	1	32		23		1	560		480
Total commercial real estate	2	228		218		2	737		653
Residential mortgage	3	587		581		3	621		622
Consumer	1	88		86		—	—		—
Total	12	$	4,811	$	4,662	14	$	11,640	$	10,510

The total TDRs presented in the above table had allocated specific reserves for loan losses totaling $958 thousand and $2.0 million at March 31, 2018 and 2017, respectively. These specific reserves are included in the allowance for loan losses for loans individually evaluated for impairment disclosed in the "Impaired Loans" section above. There were no charge-offs related to TDR modifications during the three months ended March 31, 2018 and 2017, respectively.

The non-PCI loans modified as TDRs within the previous 12 months and for which there was a payment default (90 or more days past due) for the three months ended March 31, 2018 and 2017 were as follows:



	Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
Troubled Debt Restructurings Subsequently Defaulted	Number of Contracts	Recorded Investment		Number of Contracts	Recorded Investment
	($ in thousands)
Commercial and industrial	—	$	—	1	$	2,000
Commercial real estate	1	165		2	807
Residential mortgage	—	—		1	321
Total	1	$	165	4	$	3,128

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

The following table presents the credit exposure by internally assigned risk rating by class of loans (excluding PCI loans) at March 31, 2018 and December 31, 2017 based on the most recent analysis performed.



Credit exposure - by internally assigned risk rating	Pass		Special Mention		Substandard		Doubtful		Total Non-PCI Loans
	(in thousands)
March 31, 2018
Commercial and industrial	$	2,569,935	$	62,434	$	84,437	$	19,364	$	2,736,170
Commercial real estate	8,716,586		33,000		55,115		—		8,804,701
Construction	949,675		358		732		—		950,765
Total	$	12,236,196	$	95,792	$	140,284	$	19,364	$	12,491,636
December 31, 2017
Commercial and industrial	$	2,375,689	$	62,071	$	96,555	$	14,750	$	2,549,065
Commercial real estate	8,447,865		48,009		65,977		—		8,561,851
Construction	808,091		360		1,513		—		809,964
Total	$	11,631,645	$	110,440	$	164,045	$	14,750	$	11,920,880

At March 31, 2018 and December 31, 2017, the commercial and industrial loans with risk ratings of substandard and doubtful in the above table partly consisted of performing TDR taxi medallion loans and non-accrual taxi medallion loans, respectively.

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, 2018 and December 31, 2017:



Credit exposure - by payment activity	Performing Loans		Non-Performing Loans		Total Non-PCI Loans
	(in thousands)
March 31, 2018
Residential mortgage	$	2,794,363	$	22,694	$	2,817,057
Home equity	369,458		2,890		372,348
Automobile	1,222,165		88		1,222,253
Other consumer	733,514		126		733,640
Total	$	5,119,500	$	25,798	$	5,145,298
December 31, 2017
Residential mortgage	$	2,705,339	$	12,405	$	2,717,744
Home equity	371,854		1,777		373,631
Automobile	1,208,731		73		1,208,804
Other consumer	723,286		20		723,306
Total	$	5,009,210	$	14,275	$	5,023,485

Valley evaluates the credit quality of its PCI loan pools based on the expectation of the underlying cash flows of each pool, derived from the aging status and by payment activity of individual loans within the pool. The following table presents the recorded investment in PCI loans by class based on individual loan payment activity as of March 31, 2018 and December 31, 2017.



Credit exposure - by payment activity	Performing Loans		Non-Performing Loans		Total PCI Loans
	(in thousands)
March 31, 2018
Commercial and industrial	$	867,135	$	28,292	$	895,427
Commercial real estate	2,877,254		24,273		2,901,527
Construction	419,991		1,752		421,743
Residential mortgage	498,036		6,467		504,503
Consumer	190,560		2,073		192,633
Total	$	4,852,976	$	62,857	$	4,915,833
December 31, 2017
Commercial and industrial	$	172,105	$	20,255	$	192,360
Commercial real estate	924,574		10,352		934,926
Construction	39,802		1,339		41,141
Residential mortgage	135,745		5,546		141,291
Consumer	76,901		596		77,497
Total	$	1,349,127	$	38,088	$	1,387,215

Other real estate owned (OREO) totaled $13.8 million and $9.8 million at March 31, 2018 and December 31, 2017, respectively. OREO included foreclosed residential real estate properties totaling $10.1 million and $7.3 million at March 31, 2018 and December 31, 2017, respectively. Residential mortgage and consumer loans secured by residential real estate properties for which formal foreclosure proceedings are in process totaled $3.9 million and $3.8 million at March 31, 2018 and December 31, 2017, respectively.