Valley National Bancorp (VLY) 8-K/A Financial Statements and Exhibits

Exhibit 99.3

PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information is based on the historical financial statements of Valley National Bancorp (“Valley”) and USAmeriBancorp, Inc. (“USAB”) and has been prepared to illustrate the financial effect of the merger of USAB with and into Valley. The following unaudited pro forma condensed combined financial information combines the historical consolidated financial position and results of operations of Valley and its subsidiaries and USAB and its subsidiaries, as an acquisition by Valley of USAB using the acquisition method of accounting and giving effect to the related pro forma adjustments described in the accompanying notes. Under the acquisition method of accounting, the assets and liabilities of USAB are recorded by Valley at their respective fair values as of the date the merger is completed. The unaudited pro forma condensed combined balance sheet gives effect to the transaction as if the transaction had occurred on December 31, 2017. The unaudited pro forma condensed combined income statements for the year ended December 31, 2017 give effect to the transaction as if the transaction had become effective at January 1, 2017.

These unaudited pro forma condensed combined financial statements reflect the merger of USAB with and into Valley based upon estimated preliminary acquisition accounting adjustments. Actual adjustments will be made as of the effective date of the merger and, therefore, may differ from those reflected in the unaudited pro forma condensed combined financial information. The fair values are estimates as of the date hereof and actual amounts are still in the process of being finalized. Fair values are subject to refinement for up to one year after the closing date as additional information regarding the closing date fair values becomes available.

The unaudited pro forma condensed combined financial statements included herein are presented for informational purposes only and do not necessarily reflect the financial results of the combined company had the companies actually been combined at the beginning of the period presented. The adjustments included in these unaudited pro forma condensed financial statements are preliminary and may be revised. This information also does not reflect the benefits of the expected cost savings and expense efficiencies, opportunities to earn additional revenue, potential impacts of current market conditions on revenues, or asset dispositions, among other factors, and includes various preliminary estimates and may not necessarily be indicative of the financial position or results of operations that would have occurred if the merger had been consummated on the date or at the beginning of the period indicated or which may be attained in the future.

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VALLEY NATIONAL BANCORP

CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL CONDITION (Unaudited)

(in thousands)

	December 31, 2017
	Valley		USAB
	Historical		Historical		Adjustments			Pro Forma
Assets
Cash and interest bearing deposits with banks	$	416,110	$	156,614	$	(2)		$	572,722
Investment securities		3,336,596		521,783		818	(1)		3,859,197
Loans held for sale, at fair value		15,119		-		-			15,119
Loans		18,331,580		3,810,170		(65,648)	(2)		22,076,102
Less: Allowance for loan losses		(120,856)		(42,049)		42,049			(120,856)
Net loans		18,210,724		3,768,121		(23,599)			21,955,246
Goodwill		690,637		6,447		381,921	(3)		1,079,005
Other intangible assets, net		42,507		5,310		40,596	(4)		88,413
Other assets		1,290,613		211,704		9,718	(5)		1,512,035
Total Assets	$	24,002,306	$	4,669,979	$	409,452		$	29,081,737
Liabilities
Deposits:
Non-interest bearing	$	5,224,928	$	887,083	$	-		$	6,112,011
Interest bearing		12,928,534		2,674,253		3,507	(6)		15,606,294
Total deposits		18,153,462		3,561,336		3,507			21,718,305
Borrowings		3,106,221		743,050		7,460	(7)		3,856,731
Other liabilities		209,458		21,485		5,363	(8)		236,306
Total Liabilities		21,469,141		4,325,871		16,330			25,811,342
Shareholders’ Equity
Preferred equity		209,691		-		-			209,691
Common equity		2,323,474		344,108		393,122	(9)		3,060,704
Total Shareholders’ Equity		2,533,165		344,108		393,122			3,270,395
Total Liabilities and Shareholders’ Equity	$	24,002,306	$	4,669,979	$	409,452		$	29,081,737

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VALLEY NATIONAL BANCORP

CONSOLIDATED PRO FORMA STATEMENT OF INCOME (Unaudited)

(in thousands, except for share data)

	For the Year Ended December 31, 2017
	Valley		USAB
	Historical		Historical		Adjustments			Pro Forma
Interest Income
Interest and fees on loans	$	742,739	$	158,879	$	1,219	(10), (14)	$	902,837
Interest and dividends on investment securities		97,887		14,110		2,318	(11)		114,315
Other interest income		1,793		1,989		-			3,782
Total interest income		842,419		174,978		3,537			1,020,934
Interest Expense
Interest on deposits		97,846		21,657		484	(12)		119,987
Interest on borrowings		76,261		10,458		58	(13)		86,777
Total interest expense		174,107		32,115		542			206,764
Net Interest Income		668,312		142,863		2,995			814,170
Provision for credit losses		9,942		850		(850)			9,942
Net Interest Income After Provision for Credit Losses		658,370		142,013		3,845			804,228
Non-Interest Income
Trust and investment services		11,538		-		-			11,538
Insurance commissions		18,156		-		-			18,156
Service charges on deposit accounts		21,529		6,199		-			27,728
Gains on sales of loans, net		20,814		2,061		-			22,875
Other		31,404		10,935		(5,551)	(14), (16)		36,788
Totalnon-interest income		103,441		19,195		(5,551)			117,085
Non-Interest Expense
Salary and employee benefits expense		254,569		51,996		-			306,565
Net occupancy and equipment expense		92,243		9,262		-			101,505
FDIC insurance assessment		19,821		2,781		-			22,602
Amortization of other intangible assets		10,016		1,234		7,313	(15)		18,563
Amortization of tax credit investments		41,747		-		225	(16)		41,972
Other		90,677		29,697		(86)	(17)		120,288
Totalnon-interest expense		509,073		94,970		7,452			611,495
Income Before Income Taxes		252,738		66,238		(9,158)			309,818
Income tax expense		90,831		25,885		(3,819)	(18)		112,897
Net Income	$	161,907	$	40,353	$	(5,339)		$	196,921
Dividends on preferred stock		9,446		800		-			10,246
Net Income Available to Common Shareholders	$	152,461	$	39,553	$	(5,339)		$	186,675
Earnings Per Common Share:
Basic	$	0.58	$	3.83	$	-		$	0.57
Diluted	$	0.58	$	3.79	$	-		$	0.57
Weighted Average Number of Common Shares Outstanding:
Basic		264,038,123		10,324,376		52,654,318			327,016,817
Diluted		264,889,007		10,445,027		53,269,638			328,603,672

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Notes to Pro Forma Combined Condensed Consolidated Financial Statements (Unaudited)

1. Adjustment to reflect the estimated fair value of acquired investment securities.

2. Adjustment to reflect acquired loans at their estimated fair values.

3. Adjustment to reflect approximately $388.4 million of preliminary estimated goodwill from this business transaction and eliminate USAB’s goodwill.

4. Adjustments to reflect approximately $44.6 million of core deposit intangibles at their preliminary estimated fair value and eliminate USAB’s intangible assets.

5. Includes a conformity adjustment of $7.0 million to align with Valley’s gross presentation of derivatives eligible for offsetting in the consolidated balance sheet, and the net deferred tax assets adjustment due to the business combination.

6. Adjustment to reflect the preliminary estimate of fair value on interest-bearing deposits.

7. Adjustment to reflect the preliminary estimate of fair value on borrowings.

8. Includes a conformity adjustment of $7.0 million to align with Valley’s gross presentation of derivatives eligible for offsetting in the consolidated balance sheet.

9. Adjustment primarily reflects the elimination of USAB’s stockholders’ equity and the issuance of Valley common stock in the merger.

10. Yield adjustment for interest income on loans totaling $(3.9) million.

11. Yield adjustment for interest income on investments totaling $2.3 million.

12. Yield adjustment for interest income on interest-bearing deposits totaling $484 thousand.

13. Yield adjustment for expense on borrowings totaling $58 thousand.

14. Includes a conformity adjustment of approximately $5.1 million to align with Valley’s presentation for derivative swap fees executed with commercial loan borrowers within interest and fees on loans.

15. Adjustment reflects the net increase in amortization of other intangible assets from the acquired other intangible assets.

16. Includes a conformity adjustment of $225 thousand to align with Valley’s presentation for amortization of tax credits withinnon-interest expense.

17. Represents the elimination of USAB’s provision for unfunded lending commitments.

18. Represents income tax expense on thepro-forma adjustments at the estimated rate of 41.7%.

The Valley and USAB historical operating results for the year ended December 31, 2017 include merger related expenses totaling $2.6 million and $10.7 million, respectively, within non-interest expense. Valley expects to incur additional estimated merger expenses of approximately $11.7 million (net of $4.1 million of taxes) which are excluded from the pro forma financial statements. It is expected that these costs will be recognized during 2018. Valley’s cost estimates are forward-looking. The type and amount of actual costs incurred could vary materially from these estimates if future developments differ from the underlying assumptions used by management in determining the current estimate of these costs.

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