Ladies and gentlemen thank you for standing by and welcome to the Second Quarter Earnings Release Call. At this time, all participants are in a listen-only mode. Later we will conduct a question-and-answer session. [Operator Instructions] As a reminder this conference is being recorded. I’d now like to turn the conference over to your host, Ms. Dianne Grenz. Please go ahead.

Good morning. Welcome to Valley’s Second Quarter 2015 earnings conference call. If you have not read the second quarter 2015 earnings release that we issued earlier this morning, you may access it from our website at valleynationalbank.com. Comments made during this call may contain forward-looking statements relating to Valley National Bancorp and the banking industry. Valley encourages participants to refer to our SEC filings including those found in forms 8-K, 10-Q and 10-K for a complete discussion of forward-looking statements. And now, I’d like to turn the call over to Valley’s Chairman, President and CEO, Gerald Lipkin.

Thank you, Dianne. Good morning and welcome to our second quarter earnings conference call. Valley’s second fiscal quarter was highlighted by a second Florida bank acquisition announcement, earnings expansion, balance sheet growth and continued cost containment measures, all giving rise to our enthusiasm for Valley’s future. In May, we announced the strategic continuation of our Florida expansion efforts with the acquisition of Orlando-based CNLBank. CNL when merged with Valley’s existing Florida franchise will expand Valley’s Florida presence to 36 branches with deposits in excess of $2.5 billion of which nearly 40% will be non-interest bearing and $2.1 billion in gross loans. Specifically, CNL provides Valley an entrée into the Jacksonville and Naples-Fort Myers market places, while exponentially expanding Valley’s Orlando and Southeast markets. From a financial perspective the transaction is expected to be accretive to earnings within the first 12 months of consolidated operations, exclusive of expanded consumer lending revenue opportunities. The announcement comes on the heels of Valley’s successful systems integration of the former 1st United Bank of Florida, which was completed during the first quarter. We have a talented and dedicated team of individuals who have repeatedly administrated systems and cultural integration in connection with Valley’s past acquisitions. We are excited about the opportunity to grow our Florida franchise and believe we have identified an excellent institution, and most importantly which will add highly qualified people to our management team. Subject to regulatory and CNL’s shareholder approval, we continue to anticipate a fourth quarter close of the CNL acquisition. To date the necessary regulatory applications have been filed and the form S-4 was submitted to the SEC earlier this week. While we desire to continue diversifying the bank’s geographic presence in creating what we like to refer to as a three legged stool, consisting of the best markets…

Thank you, Jerry. For the quarter, Valley's fully tax equivalent net interest margin was 3.22%, an increase of 2 basis points from the first quarter. The linked quarter expansion is largely attributable to an increase in fee income, which positively impacted the yield on new loans, coupled with a redeployment of excess short-term liquidity. As part of the bank’s asset liability risk management program, Valley actively enters into derivative contracts on behalf of customers as a means to enhance the bank’s future asset sensitivity. During the quarter, approximately $2 million or 5 basis points on the effective loan yield was recognized as income. In addition to the derivative program the bank is proactive in managing the composition of new loan and investment ordinations to further mitigate extension risk. During the second quarter, the yield on new loan originations was slightly less than 3.5%. As a significant portion of the bank’s organic originations are derived from indirect auto and C&I loans, which either encompass short durations or immediately reprice with the change in market interest rates. Further as Jerry alluded to in his prepared remarks, the bank acquired approximately $480 million of CRE loans during the second quarter. The purchase of the seasoned loan portfolio while in isolation will expand the bank’s interest income has a dual function of effectively reducing future extension risk as principal amortization from the investment portfolio was redirected to fund part of the purchase. The investment portfolio as of June 30 contracted approximately $140 million from March 31 and we anticipate a further reduction as new investment alternatives available in the marketplace do not provide a suitable return for either the interest rate or credit risks assumed. We expect the loans recently purchased to have an average life of approximately 3 years, which is significantly less…

[Operator Instructions] First we will go to the line of Ken Zerbe with Morgan Stanley.

Excellent. Thank you.

Good morning.

Good morning. I just want to start with the purchased loans, I guess simple question, where these purchased from NYCB and but also do you expect to continue purchasing loans going forward?

We don’t discuss who we buy loans from. That is not public information number one. And number two, we continue to look in the marketplace both on the origination side, the acquisition side et cetera and so as we deem it necessary, we will do what we believe is prudent for Valley.

All right. Fair enough. In terms of the branch closures, it may seem pretty straightforward you close branches, expenses go down, you don’t take any meaningful impairment charges, but what do you give up like where is the offset to that?

Well, for one thing we don’t just helter skelter close branches. We focus primarily on areas where we have overlap. As the amount of traffic in a particular area drops we find that by closing one branch where we had another branch a mile or so away or 2 miles away, we don’t really lose accounts. We pick up a greater volume in the branch that remains open, so it doesn’t hurt us from a transaction standpoint. We try not to displace as many customers as possible. That is always taken into consideration, but overall like the rest of the industry, our foot traffic coming in and out of the branches is down significantly. It is over a third of the volume that we used to see. It is probably closer to 40% even today. So I think that in the future you are going to see continued closures. We also own about half of the offices, so we focus on that as well when we make a decision as to which is more prudent for us to close, the one we own or the one we are leasing.

Okay, and then just the last question, more of a numbers issue, I think you mentioned that just over $1 million of premium amortization, which was a negative, but in the release you mentioned I think swap income and income from the PCI loans, can you quantify those pieces, I just wanted to know kind of what was sort of unusual in the quarter? Thank you.

Well, the loan we talked about was the amortization and that is just a net change between quarter to quarter of the $1.5 million. The swap income we talked about was about $2 million. The PCI loan that is all part of the accretion and cash flows that goes on every single quarter and it is really hard to give you specifics as to what happens because pools close or things like that change.

And the $2 million swap that is sort of $2 million unusual higher that was reversed or do you expect to continue getting that same level of swap income?

I think we are constantly getting an amount of swap income. It is one of those things that I don’t think we can project clearly, exactly what we are going to get quarter by quarter. It was a little higher this quarter. And we continue to sell those swabs to customers as we believe we want to make sure that we’re not sitting with longer, longer riskier assets with long duration instead of floating rate.

Great. Thank you very much.

Next we will go to the line of Steven Alexopoulos with JP Morgan.

Hi, good morning everyone. I wanted to start by following up on some of your comments on loan purchases too, Alan what was the yield on those and what is the term, I thought you said three year useful life, but then I thought Jerry said 3 to 5 years?

Yes, they have a 3 to 5 year reset period, and they are also seasoned. So because they are seasoned, some of them will come due shorter and some of them a little bit longer, but overall we expect the average life on those to be in about the 3 year range when you mix it all together. The yield on those were slightly below our yield that we indicated of 3.5 for the quarter on all of our originations.

Okay, is there any cross sell opportunity with those or are they simply an earning asset for you guys?

They are learning assets for us.

Okay, and then on first United, what are the cost saves realized so far as of 2Q and how much is remaining?

We only have maybe about $0.5 million less. Everything else has been recognized at this point.

Okay, how much has been recognized so far Alan?

It was about 28% of whatever their operating expenses were. I don’t have the number in front of me Steve. We have recognized most of those at this point.

Most of it, okay. And how did the one-time cost paced relative to your original $26 million forecast?

I think it is pretty much in line. The one thing if you remember we had moved the data processing conversion even though we would like it to have happened sooner because it fell over at year-end, we moved that to February. And so most of the cost savings by the time we got to the first quarter, I think we had indicated they have all taken place. So there maybe some still remaining, but most of it has all been taken care of.

And then Jerry, maybe just one final one with the CNLBank shares deal still pending is it safe to say the M&A strategy is on hold for now?

We are always looking. I would not want to say that if a good opportunity came along that we would turn our back on it at this point. We are looking. We are meeting with other banks and M&A activity doesn’t usually happen overnight. It is not quite a light switch. It takes time. It takes getting to know the other party. It takes time for the other party to know us. Unless it is an FDIC type of transaction, it just doesn’t take place overnight. There is a lot of time and effort involved before we can make a decision, before we would even present it to our board. But we are constantly looking. Rudy's doing a real fine job for us down in Florida. He knows a lot of the folks down there, and we are keeping our name on the street.

Okay, great. Thanks for the color.

Next we will go to the line of Frank Schiraldi with Sandler O'Neill.

Good morning. First just wanted to ask on the branch closures, I think you mentioned in the release that it is a mix of owned and leased branches. Just wondering if it is reasonable to assume here that you might have some gains attached to those owned branches and that might make it easier to perhaps take a repayment penalty on the borrowing side, and prepay some of these higher cost borrowings that still remain on the book?

That is always a possibility. Keep in mind that the ultimate date of maturity on those is getting closer and closer. At one point we were talking we had seven years to go and now the bulk of them are probably going to be coming due by this time two years from now.

I think that is something we will just continue to look at along with other opportunities if gains in fact materialize from these transactions.

It would also help mitigate the – some of the closure costs if we closed a branch and had a gain.

Sure, okay, and I guess that is kind of my follow-up, I am wondering I think you said that closure cost would be sort of immaterial, is that because there is potential offset on gains or is that just a stand-alone sort of immaterial?

That is stand-alone. [Indiscernible].

Okay, and I am just wondering in terms of given the strength of the reserve to non-performing ratio and also just given the low relative loss expectations that you reported, even under severely adverse scenario on DFAST, is it reasonable to assume that there is still going to be contraction on that reserve to loan ratio, sort of all else being equal?

We reviewed that again. I think I said this many times. We review it every quarter. We use a methodology. We continue to look at our portfolio very carefully relative to where we see potential losses and risks in the various categories of loans that we have. It is certainly possible that that could go slightly further down, but I don’t want to project where that number is going to be, we don’t like to project that and it will be what it will be from quarter to quarter. We take again everything into account. Our criticized loan category internally and where that has gone, our loan growth and where that has gone and we had obviously a substantial amount of loan growth this quarter. And again, I think as you just pointed out I mean the ratio to non-accruals is extremely high. So it kind of tells you that we have plenty of reserve, but we evaluate it every quarter.

And then just finally, just given with the CNL acquisition, it seems like you might have sort of all the geographies in Florida that would be most attractive to you, first of all I guess is that the case, is there any other specific area of Florida that you haven’t gotten that you might be interested in and then is there an area that maybe you are already in that might be attractive to – most attractive to build out further through a potential acquisition?

We have been analyzing all the different areas, both the ones that we are in as well as some of them that were are really not in yet. Florida is a very large state. 36 offices certainly doesn’t blanket the state. There are areas that we are in now where we probably could back fill-in with additional locations and part of the acquisition as I mentioned in my remarks is the talent that we get when we get – when we do an acquisition. We are always looking at that – that is probably far more important than the location. And we go out of our way to make sure that when we do come up with an acquisition that we make it sufficiently attractive to the lenders and the talent and the staff there to remain with the bank. I mean we really want them all to stay, at least the customer contact people, all to stay. That is critical. So you may have an acquisition show up where it is in market, but it brings us some additional talent, brings us more customers, makes it very attractive.

Okay, all right. Thank you.

Next we will go to the line of Joseph Fenech with Hovde Group.

Hi, most of my questions are answered, but just a couple more here, first there was a comment in the release I guess Alan suggesting that the roll off of some of the higher cost borrowings would partially elevate margin compression risk, but just to be clear on how you are thinking about this, based on what you see today, it sounds like you are not expecting the lower borrowing cost to be additive to them. And if that is right, has that changed relative to what your expectation may have been a year or so ago?

I don’t think it has really changed. I think what happened if you remember, I go back a year ago is we hadn’t prepaid a whole bunch of this debt already. We prepaid a bunch of this in December. So now whatever is rolling off the rest of this year is very small. So the next bunch of it that rolls off isn’t until 2016, mostly in the first quarter I would say. So we still expect the benefit that we are going to get from that and the same with ’17 and ’18. So I don’t think our mindset has really changed at all.

Okay. So the longer term expectation of it being additive to NIM hasn’t changed?

Correct.

Okay, and then the only other one I had what was the percentage growth of the Florida portfolio and how large is that portfolio in absolute dollar terms in terms of loans?

Rudy.

Thanks Joe. We grew about 4.4% in commercial purpose loans in the quarter and the total portfolio stands at roughly 1.1 billion give or take depending on payoffs, pay downs and so on, and as Jerry reported earlier and Alan, our contribution to the whole company’s pipeline stands over 200 million now. So we are steadily growing our pipe and candidly all markets are weighing in, so we are pretty darn happy here in the Florida division.

You are assuming that is annualized the 4.4%.

That is correct.

Okay, thanks guys.

Yes, Joe, just to follow up on what you said, the originations have literally more than doubled between the first quarter and the second quarter. So we started to see much more resi loans than we saw in the first quarter, more auto loans, and then the commercial loans really grew quite substantially compared to where it was in the first quarter.

Okay thank you.

Next we will go to the line of David Darst with Guggenheim Securities.

Hi, good morning.

Good morning.

Good morning,

Alan, I guess on the first quarter call you indicated there has been a $7 million improvement that we might see in expenses, but this quarter is a little bit more closer to flat, is this the right run rate and then are there other investments that you need to make that might offset the savings you get in the branch consolidation?

I don’t think we said it was $7 million. I think we said we were going to get to a number like $103 million to $105 million, if I remember, and we are at $107 million, I guess now quarterly. And I think one of the things we indicated in the release and maybe even in my remarks is the fact that, we did see some of the savings that we expected. None of that changed. However, there were other expenses that came on things like I indicated here, REO cost and professional fees and certain other costs that came about there in the quarter. And we just announced that we are going to do branch closures and that is going to help save some. On the other side of the fence we are always adding costs, whether it be technology costs, staffing costs et cetera to keep a $20 billion bank running the way it should be running. So you can anticipate that there is going to be two sides to this thing. And I can’t give you an exact number.

Okay, got it. Thank you.

Next we will go to the line of Collyn Gilbert with KBW.

Thanks. Good morning gentlemen. I just want to start with a quick follow-up on Rudy's comment about the Florida franchise contributing about $200 million to the pipeline. Where did the pipeline stand for the consolidated bank at the end of 2Q on the commercial side? And then where was that relative to first quarter?

So, it is Rudy. We were under $170 million at that time.

And that's for the whole portfolio or the commercial part, that's commercial, right?

Commercial purpose.

Okay, so $100 million at the first quarter and then $200 million now?

That is correct. Over $200 million.

Okay, and then what – was it for the full Valley, Alan, do you happen to have that?

Yes, we don’t really report pipeline. What we can do is we can give originations, but not pipeline necessarily. We did about 2.1 million in total of loans during the second quarter. That is for – I am sorry, that is for – yes, it is six months. I apologize, not the quarter, $2.1 million for the first two quarters.

And that's just commercial again, as well?

Yes, and that is an increase of about let us see, commercial loans by themselves are about $1.5 billion in change for the first six months.

Okay, okay. And then just going back to the loan purchase discussion, so the strategy here is really, as you -- I think you indicated in the first quarter, and I'm assuming it's still the same, it is really to replace the securities portfolio. So just a couple of questions there, I guess I wasn’t – I guess I didn't realize that the securities portfolio really had much duration risk, what is the, sort of, the duration of the securities portfolio today and what was it say a year ago?

The duration may not look a longer today than it did, but as you now if interest rates begin to rise and we have seen the loan can go up and down a number of occasions that that extension risk is going to be there. So you are buying mortgage-backed securities that you think have a duration today of three years. That could be six or seven years if all of sudden rates go to 5%. Now I’m not telling you it is going to go to that. In my opinion, we are better off if we are buying things that we know reprice and/or have a duration that actually is going to end one way or the other.

Okay, okay. And then just the comment on the CRA component of it, can you just help me understand that a little bit more? I guess I would have thought that you could have easily originated CRA credits within your own franchise footprint, just help me understand a little bit of what's driving that?

The CRA is a multifaceted program. It envisions Valley putting on small business loans, loans for companies with sales under $1 million a year. It envisions Valley putting on single family, one-to-four residential loans, and it envisions Valley doing multifamily. All three categories though require us to do loans that fall within specific MSMAs that we cover. It isn’t always easy to get each category filled, each bucket category filled in each respective MSMA that we need to fill. So this sometimes helps us if we are finding difficulty filling a particular MSMA we can put on loans that fill that bucket.

Okay, okay. Is there opportunity to purchase loans in the Florida market?

I don’t know. We are doing pretty well on our own. I’m not sure that we have to purchase loans in the Florida market. They have a very aggressive CRA program underway in Florida, one that we are all proud of and envision continuing. The fact that we are able to introduce some products that they didn’t have before in Florida, just helps us grow that. For example, they were not a big residential mortgage lender. We put on a lot more products on the table. Their staff has been amazingly receptive to those products and we are very happy with it. So I don’t think they have to go out and buy the loans.

Okay, okay. And just want – making sure too that I understand what's happening on borrowing side. So, Alan, you guys added borrowing this quarter, what was the sort of the structure of those, and was that – did you add those to pre-fund this July maturity or maybe if you could just walk through a little bit what -- ?

The only borrowing that we added this quarter that was there at the end of the period was the sub-debt for $100 million. That sub-debt was put on and the sub-debt that was coming due July 15 I believe was the date of what we put on 10 years ago and that sub-debt by the way had no capital treatment anymore because in the last five years you lose it, we were in the last year and we had zero capital. So we put on a new sub-debt and that one replaced really the other, it came on at a slightly lower rate, 4.55% versus 5% that we had out there before. During the quarter, I think we indicated we did some short term advances just to cover the acquisition of that large CRE portfolio, but that has been paid back – paid back by the end of the quarter actually. That was outstanding as of June 30.

Okay, that's helpful. And then just one final question, all right? I know you had indicated – obviously, you didn't think rates are going to shoot up, whatever, 400 or 500 basis points or whatever, but what is your view on rates, I mean, there's a lot of sensitivity here, obviously, on the balance sheet, a lot of the decisions that you guys are making are kind of rate-driven, how are you sort of thinking about the rate environment for the next 18 to 24 months?

I listen to Janet Yellen, and pretty much agree that we have to follow what she is projecting. She says there is a strong likelihood that rates will rise in the second half of this year, particularly in the third or fourth quarter. So I believe that is going to happen. She says it is going to be very measured. I take her at her words. So I believe it is going to be very measured. I don’t think you are going to see by January first a 100 basis point increase in rates. That to me would not be a measured increase. I certainly think that between now and the end of the year there will probably be based on her statement yesterday at least one if not two increases, and historically when the Fed moves, they usually move in quarter point increments. So Collyn, your guess though is…

I'm just curious. And do you have thoughts on the longer end?

Pardon me.

And, again, I'm only asking this just because the movement going on here within the business that really is rate-dependent. So I just -- do you have thoughts on the longer end, on what the long end does?

I think that rates are going to move up. I think they are going to move up probably across the board initially, how much they move up. I think time is going to be a better judge in that. I think if we hold this conversation in January as I am sure we will, we will all have a better feel for what the Fed is doing and to what degree they are moving. None of us really outside – I don't sit on the Federal Open Market Committee. I have no idea what goes on in that room other than what we hear from Janet Yellen.

Okay, all right. That is helpful. I will leave it there. Thanks guys.

All right.

[Operator Instructions] And next we will go to the line of Mark Schlecker with HoldCo Asset Management.

Yes, hello, good morning.

Good morning.

A quick question, so 25% of your trust preferred securities still count as tier 1 capital, but they'll be fully phasing out of tier 1 and into tier 2 starting January 1 of ’16 it looks like. And given the sub-debt raise, the successful sub-debt raise that you guys had last month, do you plan on refinancing your callable trust preferreds with lower cost tier 2 qualifying sub-debt like the ones you issued last month?

No, we have been looking at that, first of all, it is only $40 million odd. I think $41 million, and they are actually trust preferreds that came onboard from other institutions, and a lot of them are tied to the – the majority of them are tied to LIBOR, and they are actually reasonably inexpensive even though they move from tier 1 to tier 2. So we continue to monitor that as we do all our other borrowings and we will continue to watch it and decide what we want to do. Right now I don’t see a refinance. It is a LIBOR based product for the most part.

Understood, but I mean, I guess the rate that you issued it at, it was, like, 4.5% – 4.55%. That implies a spread of 200 basis points, and the coupons that are callable are, like, 3.45 and 2.85, so I figured it would be a source of cost savings?

I don’t think it is enough of a cost save. It is really kind of a small item for us, and in all honesty but that doesn’t mean we won’t look at it. So a good point.

Okay. Thank you.

Thank you.

Next we will go to the line of Matthew Breese with Piper Jaffray.

Good morning everybody.

Good morning.

The $477 million of purchase loan participations, was there a cost to those loans and, if so, what was that cost, and is that included in the yield you provided of slightly less than 3.5%?

Yes, it is included in the yield. That is what you need to know is what the yield is.

Got it. And then kind of the follow-up to that -- could you just give us a sense of how competitive it is right now in New York City for five-year, seven-year multi-family and commercial real estate loans, what are the going rates for those kinds of…?

Extremely competitive. In every area of the bank, all lending areas are extremely competitive in the New York area. In fact I think they are extremely competitive across most of the country. I haven’t heard any part of the country where rates are not competitive today. One of the ways to make up for the drop-in yield is of course to build volume. So everybody is looking to build volume. It is very competitive. And the yield would vary from type of loans to type of loan, we see some ridiculous loan rates coming out. Those we don’t participate. We try not to play in that arena.

Okay. And then you referenced some promotional deposit activity this quarter. Can you go into that a little bit further, what was the promotion rate and terms, and then with the loan-to-deposit ratio above 100% now, should we expect more of this kind of activity?

It was a CD promotion plan. The rates vary depending upon the length of the product. The multi-year products I think caps that at 1.6%. Still way cheaper than what we have been seeing historically on our CD borrowings. The market has been brisk too. We are really pleased with what we have been able to generate in that.

Okay. So should we expect to see more reliance on CD-type funding going forward?

We are open depending upon what market conditions are, always – our number one preference is always to fund the operations of the company with deposits from – particularly from our customers as opposed to borrowing the money. But if you can borrow the money for a third of the cost of the CD, it is kind of difficult particularly when your NIM is under enormous pressure to go out and pay up for the CD when you can fund it for a lot less. So it is a balance.

And I think our commercial lending activity brings in a lot of non-interest-bearing deposits, whether it is up here, it is in Florida and that number continues to grow. So we are very pleased with that as some offset to any time deposits we raised.

I pointed in my remarks close to 40% of the deposits coming out of Florida between the two banks are demand deposits.

Do you think the loan-to-deposit ratio here at [101] is kind of a high watermark or are you comfortable taking that a little bit higher?

We have been at that level for decades.

We are comfortable where that is.

Okay. And then my last question, you mentioned traffic down – branch traffic down 30% or 40%, what's the time frame, is that year-over-year or over the last five years?

It has been building over the last several years or decreasing over the last several years. I guess it is more and more of a population look for alternative banking methods. The use of home banking, Internet banking, mobile banking, using an iPhone to do their banking, people just don’t come into the branches often as they used to with ATM machines for the amount of cash they want to carry.

We also have remote deposit capture, which is being used. So, there is a lot of other vehicles that are causing less traffic in the branches.

I appreciate it. Thank you very much.

And next we will go to the line of David Straub with Cornerstone.

Yes, good morning gentlemen. How are you?

Good morning. Good.

From a talent or human capital perspective, Jerry, you had mentioned earlier in the call that you have both system and cultural integrations that are in place with acquisitions like CNL. From a cultural integration perspective, can you expand on what you mean regarding programs, initiatives that you may either have in place today or you're looking to put in place to identify things like higher employee engagement, identifying high-potential employees, reducing overall turnover, things like that?

Well, for one thing, we do try to keep in the face of everybody it is very important on an acquisition because they tend to take a six-month or longer period of time between the announcement and the closing. So we try to be in constant contact with the staff. We meet with the staff. We have already met with all of the senior staff at least once if not, and I don’t mean the number one, two or three, I’m talking about the lenders and the key market people several times. We give them incentives when we do an acquisition. We give cliff vesting stock grants to the large number of key people there to keep them into the gain with us. We try not to turn everything upside down in the other organization. We didn’t buy it because they made bad loans. We made it because they knew what they were doing. Because they had good relationships and we want them to continue with those relationships. We don’t want to take away all the authority that they have had in the past. So we try to work with them to blend their procedures into our procedures. There is a lot of time and effort spent by senior management as well as large numbers of our staff working with the acquisition candidate. So that they feel that they are part of Valley. They are not just somebody from the outside.

Great. Thank you very much.

And at this time no one is in queue with a question. I would like to turn it back to the speakers for any closing remarks.

Okay, well thank you all for joining us on our second quarter conference call, and have a wonderful day.