Loans

The detail of the loan portfolio as of March 31, 2017 and December 31, 2016 was as follows:



	March 31, 2017						December 31, 2016
	Non-PCI Loans		PCI Loans*		Total		Non-PCI Loans		PCI Loans*		Total
	(in thousands)
Loans:
Commercial and industrial	$	2,398,154	$	244,165	$	2,642,319	$	2,357,018	$	281,177	$	2,638,195
Commercial real estate:
Commercial real estate	7,951,229		1,065,189		9,016,418		7,628,328		1,091,339		8,719,667
Construction	758,263		77,591		835,854		710,266		114,680		824,946
Total commercial real estate loans	8,709,492		1,142,780		9,852,272		8,338,594		1,206,019		9,544,613
Residential mortgage	2,574,346		171,101		2,745,447		2,684,195		183,723		2,867,918
Consumer:
Home equity	369,232		89,659		458,891		376,213		92,796		469,009
Automobile	1,149,918		135		1,150,053		1,139,082		145		1,139,227
Other consumer	593,655		6,861		600,516		569,499		7,642		577,141
Total consumer loans	2,112,805		96,655		2,209,460		2,084,794		100,583		2,185,377
Total loans	$	15,794,797	$	1,654,701	$	17,449,498	$	15,464,601	$	1,771,502	$	17,236,103


*	PCI loans include covered loans (mostly consisting of residential mortgage and commercial real estate loans) totaling $47.8 million and $70.4 million at March 31, 2017 and December 31, 2016, respectively.

Total loans (excluding PCI covered loans) include net unearned premiums and deferred loan costs of $15.7 million and $15.3 million at March 31, 2017 and December 31, 2016, respectively. The outstanding balances (representing contractual balances owed to Valley) for PCI loans totaled $1.8 billion and $1.9 billion at March 31, 2017 and December 31, 2016, respectively.

Valley transferred $103.9 million of residential mortgage loans from the loan portfolio to loans held for sale during the three months ended March 31, 2017. Exclusive of such transfers, there were no sales of loans from the held for investment portfolio during the three months ended March 31, 2017 and 2016.

Purchased Credit-Impaired Loans (Including Covered Loans)

PCI loans are accounted for in accordance with ASC Subtopic 310-30 and are initially recorded at fair value (as determined by the present value of expected future cash flows) with no valuation allowance (i.e., the allowance for loan losses), and aggregated and accounted for as pools of loans based on common risk characteristics. The difference between the undiscounted cash flows expected at acquisition and the initial carrying amount (fair value) of the PCI loans, or the “accretable yield,” is recognized as interest income utilizing the level-yield method over the life of each pool. Contractually required payments for interest and principal that exceed the undiscounted cash flows expected at acquisition, or the “non-accretable difference,” are not recognized as a yield adjustment, as a loss accrual or a valuation allowance. Reclassifications of the non-accretable difference to the accretable yield may occur subsequent to the loan acquisition dates due to increases in expected cash flows of the loan pools. Valley's PCI loan portfolio included covered loans (i.e., loans in which the Bank will share losses with the FDIC under loss-sharing agreements) totaling $47.8 million and $70.4 million at March 31, 2017 and December 31, 2016, respectively.

The following table presents changes in the accretable yield for PCI loans during the three months ended March 31, 2017 and 2016:



	Three Months Ended March 31,
	2017			2016
	(in thousands)
Balance, beginning of period	$	294,514		$	415,179
Accretion	(24,683		)	(28,059		)
Balance, end of period	$	269,831		$	387,120

FDIC Loss-Share Receivable

The receivable arising from the loss-sharing agreements with the FDIC is measured separately from the covered loan portfolio because the agreements are not contractually part of the covered loans and are not transferable should the Bank choose to dispose of the covered loans. The FDIC loss share receivable (which is included in other assets on Valley's consolidated statements of financial condition) totaled $7.4 million and $7.2 million at March 31, 2017 and December 31, 2016, respectively.

Credit Risk Management

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

Credit Quality

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



	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, 2017
Commercial and industrial	$	29,734	$	341	$	405	$	8,676	$	39,156	$	2,358,998	$	2,398,154
Commercial real estate:
Commercial real estate	11,637		359		—		15,106		27,102		7,924,127		7,951,229
Construction	7,760		—		—		1,461		9,221		749,042		758,263
Total commercial real estate loans	19,397		359		—		16,567		36,323		8,673,169		8,709,492
Residential mortgage	7,533		4,177		1,355		11,650		24,715		2,549,631		2,574,346
Consumer loans:
Home equity	725		297		—		1,285		2,307		366,925		369,232
Automobile	2,508		471		288		110		3,377		1,146,541		1,149,918
Other consumer	507		19		26		—		552		593,103		593,655
Total consumer loans	3,740		787		314		1,395		6,236		2,106,569		2,112,805
Total	$	60,404	$	5,664	$	2,074	$	38,288	$	106,430	$	15,688,367	$	15,794,797
December 31, 2016
Commercial and industrial	$	6,705	$	5,010	$	142	$	8,465	$	20,322	$	2,336,696	$	2,357,018
Commercial real estate:
Commercial real estate	5,894		8,642		474		15,079		30,089		7,598,239		7,628,328
Construction	6,077		—		1,106		715		7,898		702,368		710,266
Total commercial real estate loans	11,971		8,642		1,580		15,794		37,987		8,300,607		8,338,594
Residential mortgage	12,005		3,564		1,541		12,075		29,185		2,655,010		2,684,195
Consumer loans:
Home equity	929		415		—		1,028		2,372		373,841		376,213
Automobile	3,192		723		188		146		4,249		1,134,833		1,139,082
Other consumer	76		9		21		—		106		569,393		569,499
Total consumer loans	4,197		1,147		209		1,174		6,727		2,078,067		2,084,794
Total	$	34,878	$	18,363	$	3,472	$	37,508	$	94,221	$	15,370,380	$	15,464,601

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

The following table presents the information about impaired loans by loan portfolio class at March 31, 2017 and December 31, 2016:



	Recorded Investment With No Related Allowance		Recorded Investment With Related Allowance		Total Recorded Investment		Unpaid Contractual Principal Balance		Related Allowance
	(in thousands)
March 31, 2017
Commercial and industrial	$	2,755	$	27,306	$	30,061	$	34,157	$	5,688
Commercial real estate:
Commercial real estate	25,713		31,594		57,306		59,501		3,156
Construction	698		2,079		2,777		2,776		220
Total commercial real estate loans	26,411		33,673		60,083		62,277		3,376
Residential mortgage	9,431		9,126		18,557		19,872		686
Consumer loans:
Home equity	1,322		2,462		3,784		3,876		93
Total consumer loans	1,322		2,462		3,784		3,876		93
Total	$	39,919	$	72,567	$	112,485	$	120,182	$	9,843
December 31, 2016
Commercial and industrial	$	3,609	$	27,031	$	30,640	$	35,957	$	5,864
Commercial real estate:
Commercial real estate	21,318		36,974		58,292		60,267		3,612
Construction	1,618		2,379		3,997		3,997		260
Total commercial real estate loans	22,936		39,353		62,289		64,264		3,872
Residential mortgage	8,398		9,958		18,356		19,712		725
Consumer loans:
Home equity	1,182		2,352		3,534		3,626		70
Total consumer loans	1,182		2,352		3,534		3,626		70
Total	$	36,125	$	78,694	$	114,819	$	123,559	$	10,531

The following tables present by loan portfolio class, the average recorded investment and interest income recognized on impaired loans for the three months ended March 31, 2017 and 2016:



	Three Months Ended March 31,
	2017				2016
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(in thousands)
Commercial and industrial	$	30,459	$	308	$	28,331	$	240
Commercial real estate:
Commercial real estate	55,325		324		72,398		639
Construction	2,696		19		9,802		48
Total commercial real estate loans	58,021		343		82,200		687
Residential mortgage	20,393		208		23,603		202
Consumer loans:
Home equity	4,895		40		2,359		23
Total consumer loans	4,895		40		2,359		23
Total	$	113,768	$	899	$	136,493	$	1,152

Interest income recognized on a cash basis (included in the table above) was immaterial for the three months ended March 31, 2017 and 2016.

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

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

Performing TDRs (not reported as non-accrual loans) totaled $80.4 million and $85.2 million as of March 31, 2017 and December 31, 2016, respectively. Non-performing TDRs totaled $13.1 million and $10.6 million as of March 31, 2017 and December 31, 2016, respectively.

The following tables present loans by loan portfolio class modified as TDRs during the three months ended March 31, 2017 and 2016. The pre-modification and post-modification outstanding recorded investments disclosed in the table below represent the loan carrying amounts immediately prior to the modification and the carrying amounts at March 31, 2017 and 2016, respectively.



	Three Months Ended March 31, 2017					Three Months Ended March 31, 2016
Troubled Debt Restructurings	Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
	($ in thousands)
Commercial and industrial	9	$	10,282	$	9,235	4	$	4,961	$	4,887
Commercial real estate:
Commercial real estate	1	177		173		2	658		404
Construction	1	560		480		—	—		—
Total commercial real estate	2	737		653		2	658		404
Residential mortgage	3	621		622		2	392		381
Consumer	—	—		—		1	54		53
Total	14	$	11,640	$	10,510	9	$	6,065	$	5,725

The total TDRs presented in the above table had allocated specific reserves for loan losses totaling $2.0 million and $1.6 million at March 31, 2017 and 2016, respectively. These specific reserves are included in the allowance for loan losses for loans individually evaluated for impairment disclosed in Note 8. One commercial and industrial TDR loan totaling $209 thousand was fully charged-off during the three months ended March 31, 2016. There were no charge-offs related to TDR modifications during the quarter ended March 31, 2017.

The following table presents non-PCI loans modified as TDRs within the previous 12 months for which there was a payment default (90 days or more past due) during the three months ended March 31, 2017 and March 31, 2016.



	Three Months Ended March 31, 2017			Three Months Ended March 31, 2016
Troubled Debt Restructurings Subsequently Defaulted	Number of Contracts	Recorded Investment		Number of Contracts	Recorded Investment
	($ in thousands)
Commercial and industrial	1	$	2,000	2	$	372
Commercial real estate	2	807		1	81
Residential mortgage	1	321		2	267
Consumer	—	—		1	30
Total	4	$	3,128	6	$	750

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

The following table presents the risk category of loans (excluding PCI loans) by class of loans at March 31, 2017 and December 31, 2016.



Credit exposure - by internally assigned risk rating	Pass		Special Mention		Substandard		Doubtful		Total Non-PCI Loans
	(in thousands)
March 31, 2017
Commercial and industrial	$	2,226,553	$	87,059	$	82,376	$	2,166	$	2,398,154
Commercial real estate	7,814,338		57,289		79,602		—		7,951,229
Construction	755,848		2,415		—		—		758,263
Total	$	10,796,739	$	146,763	$	161,978	$	2,166	$	11,107,646
December 31, 2016
Commercial and industrial	$	2,246,457	$	44,316	$	64,649	$	1,596	$	2,357,018
Commercial real estate	7,486,469		57,591		84,268		—		7,628,328
Construction	708,070		200		1,996		—		710,266
Total	$	10,440,996	$	102,107	$	150,913	$	1,596	$	10,695,612

For residential mortgages, automobile, home equity and other consumer loan portfolio classes (excluding PCI loans), Valley also evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity. The following table presents the recorded investment in those loan classes based on payment activity as of March 31, 2017 and December 31, 2016:



Credit exposure - by payment activity	Performing Loans		Non-Performing Loans		Total Non-PCI Loans
	(in thousands)
March 31, 2017
Residential mortgage	$	2,562,696	$	11,650	$	2,574,346
Home equity	367,947		1,285		369,232
Automobile	1,149,808		110		1,149,918
Other consumer	593,655		—		593,655
Total	$	4,674,106	$	13,045	$	4,687,151
December 31, 2016
Residential mortgage	$	2,672,120	$	12,075	$	2,684,195
Home equity	375,185		1,028		376,213
Automobile	1,138,936		146		1,139,082
Other consumer	569,499		—		569,499
Total	$	4,755,740	$	13,249	$	4,768,989

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



Credit exposure - by payment activity	Performing Loans		Non-Performing Loans		Total PCI Loans
	(in thousands)
March 31, 2017
Commercial and industrial	$	235,700	$	8,465	$	244,165
Commercial real estate	1,054,623		10,566		1,065,189
Construction	76,496		1,095		77,591
Residential mortgage	167,510		3,591		171,101
Consumer	94,515		2,140		96,655
Total	$	1,628,844	$	25,857	$	1,654,701
December 31, 2016
Commercial and industrial	$	272,483	$	8,694	$	281,177
Commercial real estate	1,080,376		10,963		1,091,339
Construction	113,370		1,310		114,680
Residential mortgage	179,793		3,930		183,723
Consumer	98,469		2,114		100,583
Total	$	1,744,491	$	27,011	$	1,771,502

Other real estate owned (OREO) totaled $10.7 million and $10.2 million at March 31, 2017 and December 31, 2016, respectively, (including $558 thousand of OREO properties which are subject to loss-sharing agreements with the FDIC at December 31, 2016). There were no covered OREO properties at March 31, 2017. OREO included foreclosed residential real estate properties totaling $2.4 million and $1.6 million at March 31, 2017 and December 31, 2016, respectively. Residential mortgage and consumer loans secured by residential real estate properties for which formal foreclosure proceedings are in process totaled $5.3 million and $7.1 million at March 31, 2017 and December 31, 2016, respectively.