VALLEY NATIONAL BANCORP 10-K

Item 8. Financial Statements and Supplementary Data VALLEY NATIONAL BANCORP CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION December 31, 2020 2019 (in thousands except for share data) Assets Cash and due from banks $ 257,845 $ 256,264 Interest bearing deposits with banks 1,071,360 178,423 Investment securities: Equity securities 29,378 41,410 Available for sale debt securities 1,339,473 1,566,801 Held to maturity debt securities (net of allowance for credit losses of $ 1,428 at December 31, 2020) 2,171,583 2,336,095 Total investment securities 3,540,434 3,944,306 Loans held for sale, at fair value 301,427 76,113 Loans 32,217,112 29,699,208 Less: Allowance for loan losses ( 340,243 ) ( 161,759 ) Net loans 31,876,869 29,537,449 Premises and equipment, net 319,797 334,533 Lease right of use assets 252,053 285,129 Bank owned life insurance 535,209 540,169 Accrued interest receivable 106,230 105,637 Goodwill 1,382,442 1,373,625 Other intangible assets, net 70,449 86,772 Other assets 971,961 717,600 Total Assets $ 40,686,076 $ 37,436,020 Liabilities Deposits: Non-interest bearing $ 9,205,266 $ 6,710,408 Interest bearing: Savings, NOW and money market 16,015,658 12,757,484 Time 6,714,678 9,717,945 Total deposits 31,935,602 29,185,837 Short-term borrowings 1,147,958 1,093,280 Long-term borrowings 2,295,665 2,122,426 Junior subordinated debentures issued to capital trusts 56,065 55,718 Lease liabilities 276,675 309,849 Accrued expenses and other liabilities 381,991 284,722 Total Liabilities 36,093,956 33,051,832 Shareholders’ Equity Preferred stock, no par value; authorized 50,000,000 shares: Series A ( 4,600,000 shares issued at December 31, 2020 and December 31, 2019) 111,590 111,590 Series B ( 4,000,000 shares issued at December 31, 2020 and December 31, 2019) 98,101 98,101 Common stock ( no par value, authorized 650,000,000 shares; issued 403,881,488 shares at December 31, 2020 and 403,322,773 shares at December 31, 2019) 141,746 141,423 Surplus 3,637,468 3,622,208 Retained earnings 611,158 443,559 Accumulated other comprehensive loss ( 7,718 ) ( 32,214 ) Treasury stock, at cost ( 22,490 common shares at December 31, 2020 and 44,383 common shares at December 31, 2019) ( 225 ) ( 479 ) Total Shareholders’ Equity 4,592,120 4,384,188 Total Liabilities and Shareholders’ Equity $ 40,686,076 $ 37,436,020 See accompanying notes to consolidated financial statements. 2020 Form 10-K 72 VALLEY NATIONAL BANCORP CONSOLIDATED STATEMENTS OF INCOME Years Ended December 31, 2020 2019 2018 (in thousands, except for share data) Interest Income Interest and fees on loans $ 1,284,707 $ 1,198,908 $ 1,033,993 Interest and dividends on investment securities: Taxable 70,249 86,926 87,306 Tax-exempt 14,563 17,420 21,504 Dividends 11,644 12,023 13,209 Interest on federal funds sold and other short-term investments 2,556 5,723 3,236 Total interest income 1,383,719 1,321,000 1,159,248 Interest Expense Interest on deposits: Savings, NOW and money market 76,169 145,177 108,394 Time 106,067 166,693 81,959 Interest on short-term borrowings 11,372 47,862 45,930 Interest on long-term borrowings and junior subordinated debentures 71,207 63,220 65,762 Total interest expense 264,815 422,952 302,045 Net Interest Income 1,118,904 898,048 857,203 Provision for credit losses for held to maturity securities 635 — — Provision for credit losses for loans 125,087 24,218 32,501 Net Interest Income After Provision for Credit Losses 993,182 873,830 824,702 Non-Interest Income Trust and investment services 12,415 12,646 12,633 Insurance commissions 7,398 10,409 15,213 Service charges on deposit accounts 18,257 23,636 26,817 Gains (losses) on securities transactions, net 524 ( 150 ) ( 2,342 ) Other-than-temporary impairment losses on securities — ( 2,928 ) — Fees from loan servicing 10,352 9,794 9,319 Gains on sales of loans, net 42,251 18,914 20,515 (Losses) gains on sales of assets, net ( 1,891 ) 78,333 ( 2,401 ) Bank owned life insurance 10,083 8,232 8,691 Other 83,643 55,634 45,607 Total non-interest income 183,032 214,520 134,052 Non-Interest Expense Salary and employee benefits expense 333,221 327,431 333,816 Net occupancy and equipment expense 129,002 118,191 108,763 FDIC insurance assessment 18,949 21,710 28,266 Amortization of other intangible assets 24,645 18,080 18,416 Professional and legal fees 32,348 20,810 34,141 Loss on extinguishment of debt 12,036 31,995 — Amortization of tax credit investments 13,335 20,392 24,200 Telecommunication expenses 10,737 9,883 12,102 Other 71,875 63,063 69,357 Total non-interest expense 646,148 631,555 629,061 Income Before Income Taxes 530,066 456,795 329,693 Income tax expense 139,460 147,002 68,265 Net Income 390,606 309,793 261,428 Dividends on preferred stock 12,688 12,688 12,688 Net Income Available to Common Shareholders $ 377,918 $ 297,105 $ 248,740 73 2020 Form 10-K VALLEY NATIONAL BANCORP CONSOLIDATED STATEMENTS OF INCOME—(Continued) Years Ended December 31, 2020 2019 2018 (in thousands, except for share data) Earnings Per Common Share: Basic $ 0.94 $ 0.88 $ 0.75 Diluted 0.93 0.87 0.75 Cash Dividends Declared Per Common Share 0.44 0.44 0.44 Weighted Average Number of Common Shares Outstanding: Basic 403,754,356 337,792,270 331,258,964 Diluted 405,046,207 340,117,808 332,693,718 See accompanying notes to consolidated financial statements. 2020 Form 10-K 74 VALLEY NATIONAL BANCORP CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years Ended December 31, 2020 2019 2018 (in thousands) Net income $ 390,606 $ 309,793 $ 261,428 Other comprehensive income (loss), net of tax: Unrealized gains and losses on debt securities available for sale Net gains (losses) arising during the period 27,845 39,262 ( 22,932 ) Less reclassification adjustment for net (gains) losses included in net income ( 377 ) 119 2,237 Total 27,468 39,381 ( 20,695 ) Unrealized gains and losses on derivatives (cash flow hedges) Net (losses) gains on derivatives arising during the period ( 2,251 ) ( 989 ) 1,874 Less reclassification adjustment for net losses included in net income 2,074 1,291 2,494 Total ( 177 ) 302 4,368 Defined benefit pension plan Net losses arising during the period ( 3,418 ) ( 2,561 ) ( 7,151 ) Amortization of prior service (credit) cost ( 98 ) ( 93 ) 146 Amortization of actuarial net loss 721 188 447 Total ( 2,795 ) ( 2,466 ) ( 6,558 ) Total other comprehensive income (loss) 24,496 37,217 ( 22,885 ) Total comprehensive income $ 415,102 $ 347,010 $ 238,543 See accompanying notes to consolidated financial statements. 75 2020 Form 10-K VALLEY NATIONAL BANCORP CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY Common Stock Accumulated Preferred Stock Shares Amount Surplus Retained Earnings Other Comprehensive Loss Treasury Stock Total Shareholders’ Equity ($ in thousands) Balance - December 31, 2017 $ 209,691 264,469 $ 92,727 $ 2,060,356 $ 216,733 $ ( 46,005 ) $ ( 337 ) $ 2,533,165 Reclassification due to the adoption of ASU No. 2016-01 — — — — 480 ( 480 ) — — Reclassification due to the adoption of ASU No. 2017-12 — — — — 61 ( 61 ) — — Adjustment due to the adoption of ASU No. 2016-16 — — — — ( 17,611 ) — — ( 17,611 ) Balance - January 1, 2018 209,691 264,469 92,727 2,060,356 199,663 ( 46,546 ) ( 337 ) 2,515,554 Net income — — — — 261,428 — — 261,428 Other comprehensive loss, net of tax — — — — — ( 22,885 ) — ( 22,885 ) Cash dividends declared: Preferred stock, Series A, $ 1.56 per share — — — — ( 7,188 ) — — ( 7,188 ) Preferred stock, Series B, $ 1.38 per share — — — — ( 5,500 ) — — ( 5,500 ) Common Stock, $ 0.44 per share — — — — ( 146,346 ) — — ( 146,346 ) Effect of stock incentive plan, net — 1,955 771 21,022 ( 2,415 ) — ( 2,198 ) 17,180 Common stock issued — 65,007 22,742 715,121 — — 348 738,211 Balance - December 31, 2018 $ 209,691 331,431 $ 116,240 $ 2,796,499 $ 299,642 $ ( 69,431 ) $ ( 2,187 ) $ 3,350,454 Adjustment due to the adoption of ASU No. 2016-02 — — — — 4,414 — — 4,414 Adjustment due to the adoption of ASU No. 2017-08 — — — — ( 1,446 ) — — ( 1,446 ) Balance - January 1, 2019 209,691 331,431 116,240 2,796,499 302,610 ( 69,431 ) ( 2,187 ) 3,353,422 Net income — — — — 309,793 — — 309,793 Other comprehensive income, net of tax — — — — — 37,217 — 37,217 Cash dividends declared: Preferred stock, Series A, $ 1.56 per share — — — — ( 7,188 ) — — ( 7,188 ) Preferred stock, Series B, $ 1.38 per share — — — — ( 5,500 ) — — ( 5,500 ) Common Stock, $ 0.44 per share — — — — ( 154,689 ) — — ( 154,689 ) Effect of stock incentive plan, net — 726 291 15,346 ( 1,467 ) — 1,708 15,878 Common stock issued — 71,121 24,892 810,363 — — — 835,255 Balance - December 31, 2019 $ 209,691 403,278 $ 141,423 $ 3,622,208 $ 443,559 $ ( 32,214 ) $ ( 479 ) $ 4,384,188 2020 Form 10-K 76 VALLEY NATIONAL BANCORP CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY—(Continued) Common Stock Accumulated Preferred Stock Shares Amount Surplus Retained Earnings Other Comprehensive Loss Treasury Stock Total Shareholders’ Equity ($ in thousands) Balance - December 31, 2019 $ 209,691 403,278 $ 141,423 $ 3,622,208 $ 443,559 $ ( 32,214 ) $ ( 479 ) $ 4,384,188 Adjustment due to the adoption of ASU No. 2016-13 — — — — ( 28,187 ) — — ( 28,187 ) Balance - January 1, 2020 209,691 403,278 141,423 3,622,208 415,372 ( 32,214 ) ( 479 ) 4,356,001 Net income — — — — 390,606 — — 390,606 Other comprehensive income, net of tax — — — — — 24,496 — 24,496 Cash dividends declared: Preferred stock, Series A, $ 1.56 per share — — — — ( 7,188 ) — — ( 7,188 ) Preferred stock, Series B, $ 1.38 per share — — — — ( 5,500 ) — — ( 5,500 ) Common Stock, $ 0.44 per share — — — — ( 179,277 ) — — ( 179,277 ) Effect of stock incentive plan, net — 581 323 15,260 ( 2,855 ) — 254 12,982 Balance - December 31, 2020 $ 209,691 403,859 $ 141,746 $ 3,637,468 $ 611,158 $ ( 7,718 ) $ ( 225 ) $ 4,592,120 See accompanying notes to consolidated financial statements. 77 2020 Form 10-K VALLEY NATIONAL BANCORP CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2020 2019 2018 (in thousands) Cash flows from operating activities: Net income $ 390,606 $ 309,793 $ 261,428 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 57,615 53,317 27,554 Stock-based compensation 16,154 14,726 19,472 Provision for credit losses 125,722 24,218 32,501 Net amortization of premiums and accretion of discounts on securities and borrowings 38,315 29,512 38,454 Amortization of other intangible assets 24,645 18,080 18,416 (Gains) losses on securities transactions, net ( 524 ) 150 2,342 Proceeds from sales of loans held for sale 1,019,841 509,448 398,350 Gains on sales of loans, net ( 42,251 ) ( 18,914 ) ( 20,515 ) Net impairment losses on securities recognized in earnings — 2,928 — Originations of loans held for sale ( 1,211,227 ) ( 537,985 ) ( 406,087 ) Losses (gains) on sales of assets, net 1,891 ( 78,333 ) 2,401 Net deferred income tax (benefit) expense ( 5,060 ) 15,228 ( 11,780 ) Net change in: Cash surrender value of bank owned life insurance ( 10,083 ) ( 8,232 ) ( 8,691 ) Accrued interest receivable ( 593 ) 1,440 ( 9,183 ) Other assets ( 311,760 ) ( 163,330 ) ( 33,144 ) Accrued expenses and other liabilities 58,234 57,882 ( 7,562 ) Net cash provided by operating activities 151,525 229,928 303,956 Cash flows from investing activities: Net loan originations and purchases ( 2,490,937 ) ( 2,538,909 ) ( 3,257,939 ) Equity securities: Purchases ( 8,337 ) ( 14,776 ) — Sales 28,439 24,748 — Held to maturity debt securities: Purchases ( 682,509 ) ( 701,879 ) ( 264,721 ) Maturities, calls and principal repayments 824,477 424,475 241,077 Available for sale debt securities: Purchases ( 333,971 ) ( 30,392 ) ( 289,554 ) Sales 30,020 271,901 44,377 Maturities, calls and principal repayments 555,589 316,024 255,031 Death benefit proceeds from bank owned life insurance 15,043 9,560 4,220 Proceeds from sales of real estate property and equipment 19,111 109,043 7,786 Proceeds from sales of loans held for investments 30,020 1,234,022 289,633 Purchases of real estate property and equipment ( 24,607 ) ( 23,375 ) ( 26,440 ) Cash and cash equivalents acquired in acquisitions — 22,239 156,612 Net cash used in investing activities $ ( 2,037,662 ) $ ( 897,319 ) $ ( 2,839,918 ) 2020 Form 10-K 78 VALLEY NATIONAL BANCORP CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued) Years Ended December 31, 2020 2019 2018 (in thousands) Cash flows from financing activities: Net change in deposits $ 2,749,765 $ 1,808,148 $ 2,734,669 Net change in short-term borrowings 54,678 ( 1,036,134 ) 720,307 Proceeds from issuance of long-term borrowings, net 838,388 950,000 — Repayments of long-term borrowings ( 667,739 ) ( 890,000 ) ( 750,682 ) Cash dividends paid to preferred shareholders ( 12,688 ) ( 12,688 ) ( 15,859 ) Cash dividends paid to common shareholders ( 177,965 ) ( 146,537 ) ( 138,857 ) Purchase of common shares to treasury ( 5,374 ) ( 1,805 ) ( 3,801 ) Common stock issued, net 2,202 2,957 2,704 Other, net ( 612 ) ( 492 ) — Net cash provided by financing activities 2,780,655 673,449 2,548,481 Net change in cash and cash equivalents 894,518 6,058 12,519 Cash and cash equivalents at beginning of year 434,687 428,629 416,110 Cash and cash equivalents at end of year $ 1,329,205 $ 434,687 $ 428,629 Supplemental disclosures of cash flow information: Cash payments for: Interest on deposits and borrowings $ 279,042 $ 415,649 $ 290,444 Federal and state income taxes 148,383 106,336 53,587 Supplemental schedule of non-cash investing activities: Transfer of loans to other real estate owned $ 4,040 $ 5,100 $ 743 Loans transferred to loans held for sale 30,020 1,234,022 289,633 Lease right of use assets obtained in exchange for operating lease liabilities 16,062 312,143 — Acquisition: Non-cash assets acquired: Equity securities $ — $ 51,382 $ — Investment securities available for sale — 335,894 308,385 Investment securities held to maturity — 4,877 214,217 Loans — 3,378,358 3,736,984 Premises and equipment — 23,585 62,066 Bank owned life insurance — 101,896 49,052 Accrued interest receivable — 11,781 12,123 Goodwill — 297,777 394,028 Other intangible assets — 20,690 45,906 Other assets — 50,873 100,059 Total non-cash assets acquired $ — $ 4,277,113 $ 4,922,820 Liabilities assumed: Deposits $ — $ 2,924,716 $ 3,564,843 Short-term borrowings — 10,500 649,979 Long-term borrowings — 430,130 87,283 Junior subordinated debentures issued to capital trusts — — 13,249 Accrued expenses and other liabilities — 98,751 26,848 Total liabilities assumed $ — $ 3,464,097 $ 4,342,202 Net non-cash assets acquired $ — $ 813,016 $ 580,618 Net cash and cash equivalents acquired in acquisition $ — $ 22,239 $ 156,612 Common stock issued in acquisition $ — $ 835,255 $ 737,230 See accompanying notes to consolidated financial statements. 79 2020 Form 10-K VALLEY NATIONAL BANCORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Note 1) Business Valley National Bancorp, a New Jersey Corporation (Valley), is a bank holding company whose principal wholly-owned subsidiary is Valley National Bank (the “Bank”), a national banking association providing a full range of commercial, retail and trust and investment services largely through its offices and ATM network throughout northern and central New Jersey, the New York City boroughs of Manhattan, Brooklyn and Queens, Long Island, Florida and Alabama. The Bank is subject to intense competition from other financial service providers and is subject to the regulation of certain federal and state agencies and undergoes periodic examinations by certain regulatory authorities. Valley National Bank’s subsidiaries are all included in the consolidated financial statements of Valley. These subsidiaries include, but are not limited to: • an insurance agency offering property and casualty, life and health insurance; • an asset management adviser that is a registered investment adviser with the Securities and Exchange Commission (SEC); • a title insurance agency in New York, which also provides services in New Jersey; • subsidiaries which hold, maintain and manage investment assets for the Bank; • a subsidiary which specializes in health care equipment lending and other commercial equipment leases; and • a subsidiary which owns and services New York commercial loans. The Bank’s subsidiaries also include real estate investment trust subsidiaries (the “REIT” subsidiaries) which own real estate related investments and a REIT subsidiary which owns some of the real estate utilized by the Bank and related real estate investments. Except for Valley’s REIT subsidiaries and its insurance agency (10% of which is owned by the insurance agency's co-CEOs), all subsidiaries mentioned above are directly or indirectly wholly-owned by the Bank. Because each REIT subsidiary must have 100 or more shareholders to qualify as a REIT, each REIT subsidiary has issued less than 20 percent of its outstanding non-voting preferred stock to individuals, most of whom are current and former Bank employees. The Bank owns the remaining preferred stock and all the common stock of the REITs. Basis of Presentation The consolidated financial statements of Valley include the accounts of its commercial bank subsidiary, Valley National 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. See Note 11 for more details. Certain prior period amounts have been reclassified to conform to the current presentation. Significant Estimates. In preparing the 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 require application of management’s most difficult, subjective or complex judgment and are particularly susceptible to change include: the allowance for credit losses, the evaluation of goodwill and other intangible assets for impairment, 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. Actual results may differ from those estimates. Also, future amounts and values could differ materially from those estimates due to changes in values and circumstances after the balance sheet date. Cash and Cash Equivalents For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, interest bearing deposits in other banks (including the Federal Reserve Bank of New York) and, from time to time, overnight federal funds sold. The Bank is required to maintain reserve balances in cash or on deposit with the Federal Reserve Bank based on a 2020 Form 10-K 80 percentage of deposits. These reserve balances totaled $ 896.1 million and $ 114.4 million at December 31, 2020 and 2019, respectively. Investment Securities Debt securities are classified at the time of purchase based on management’s intention, as securities available-for-sale or securities held-to-maturity. Investment securities classified as held-to-maturity are those that management has the positive intent and ability to hold until maturity. Investment securities held-to-maturity are carried at amortized cost, adjusted for amortization of premiums and accretion of discounts using the level-yield method over the contractual term of the securities, adjusted for actual prepayments, or to call date if the security was purchased at premium. Investment securities classified as available-for-sale are carried at fair value with unrealized holding gains and losses reported as a component of other comprehensive income or loss, net of tax. Realized gains or losses on the available-for-sale securities are recognized by the specific identification method and are included in net gains and losses on securities transactions. Equity securities are stated at fair value with any unrealized and realized gains and losses reported in non-interest income. Investments in Federal Home Loan Bank and Federal Reserve Bank stock, which have limited marketability, are carried at cost in other assets. Security transactions are recorded on a trade-date basis. Interest income on investments includes amortization of purchase premiums and discounts. Valley discontinues the recognition of interest on debt securities if the securities meet both of the following criteria: (i) regularly scheduled interest payments have not been paid or have been deferred by the issuer, and (ii) full collection of all contractual principal and interest payments is not deemed to be the most likely outcome. Allowance for Credit Losses for Held to Maturity Debt Securities On January 1, 2020, Valley adopted Accounting Standards Update (ASU) No. 2016-13, which requires us to estimate and recognize an allowance for credit losses for held to maturity debt securities using the current expected credit loss methodology (CECL). Valley's CECL model includes a zero loss expectation for certain securities within the held to maturity portfolio, and therefore Valley is not required to estimate an allowance for credit losses related to these securities. After an evaluation of qualitative factors, Valley identified the following securities types which it believes qualify for this exclusion: U.S. Treasury securities, U.S. agency securities, residential mortgage-backed securities issued by Ginnie Mae, Fannie Mae and Freddie Mac, and collateralized municipal bonds commonly referred to as Tax Exempt Mortgage Securities (TEMS). To measure the expected credit losses on held to maturity debt securities that have loss expectations, Valley estimates the expected credit losses using a discounted cash flow model developed by a third-party. Assumptions used in the model for pools of securities with common risk characteristics include the historical lifetime probability of default and severity of loss in the event of default, with the model incorporating several economic cycles of loss history data to calculate expected credit losses given default at the individual security level. The model is adjusted for a probability weighted multi-scenario economic forecast to estimate future credit losses. Valley uses a two-year reasonable and supportable forecast period, followed by a one-year period over which estimated losses revert to historical loss experience for the remaining life of the investment security. The economic forecast methodology and governance for debt securities is aligned with Valley's economic forecast used for the loan portfolio. Accrued interest receivable is excluded from the estimate of credit losses. See the "New Authoritative Accounting Guidance" section below and Note 4 for more details regarding our adoption of ASU No. 2016-13 and the allowance for credit losses for held to maturity securities. Impairment of Available for Sale Debt Securities The impairment model for available for sale debt securities differs from the CECL methodology applied to held to maturity debt securities because the available for sale debt securities are measured at fair value rather than amortized cost. Available for sale debt securities in unrealized loss positions are evaluated for impairment related to credit losses on a quarterly basis. In performing an assessment of whether any decline in fair value is due to a credit loss, Valley considers the extent to which the fair value is less than the amortized cost, changes in credit ratings, any adverse economic conditions, as well as all relevant information at the individual security level, such as credit deterioration of the issuer or collateral underlying the security. In assessing the impairment, Valley compares the present value of cash flows expected to be collected with the amortized cost basis of the security. If it is determined that the decline in fair value was due to credit losses, an allowance for credit losses is recorded, limited to the amount the fair value is less than amortized cost basis. The non-credit related decrease in the fair value, such as a decline due to changes in market interest rates, is recorded in other comprehensive income, net of tax. Valley also assesses the intent to sell the securities (as well as the likelihood of a near-term recovery). If Valley intends to sell 81 2020 Form 10-K an available for sale debt security or it is more likely than not that Valley will be required to sell the security before recovery of its amortized cost basis, the debt security is written down to its fair value and the write down is charged to the debt security’s fair value at the reporting date with any incremental impairment reported in earnings. See Note 4 for additional information. Prior to January 1, 2020, Valley evaluated its investment securities classified as held to maturity and available for sale for other-than temporary impairment. Valley's evaluation of other-than-temporary impairment considered factors that included, among others, the causes of the decline in fair value, such as credit problems, interest rate fluctuations, or market volatility; and the severity and duration of the decline. Valley also assessed the intent and ability to hold the securities (as well as the likelihood of a near-term recovery), and the intent to sell the securities and whether it is more likely than not that Valley was required to sell the securities before the recovery of their amortized cost basis. Once a debt security was deemed to be other-than-temporarily impaired, it was written down to fair value with the estimated credit related component was recognized as an other-than-temporary impairment charge in non-interest income. The non-credit related component was recorded as an adjustment to accumulated other comprehensive income (loss), net of tax. Loans Held for Sale Loans held for sale generally consist of residential mortgage loans originated and intended for sale in the secondary market and are carried at their estimated fair value on an instrument-by-instrument basis as permitted by the fair value option election under U.S. GAAP. Changes in fair value are recognized in non-interest income in the accompanying consolidated statements of income as a component of net gains on sales of loans. Origination fees and costs related to loans originated for sale (and carried at fair value) are recognized as earned and as incurred. Loans held for sale are generally sold with loan servicing rights retained by Valley. Gains recognized on loan sales include the value assigned to the rights to service the loan. See the “Loan Servicing Rights” section below. Loans and Loan Fees Loans are reported at their outstanding principal balance net of any unearned income, charge-offs, unamortized deferred fees and costs on originated loans and premium or discounts on purchased loans, except for purchased credit deteriorated (PCD) loans recorded at the purchase price, including non-credit discounts, plus the allowance for credit losses expected at the time of acquisition. Loan origination and commitment fees, net of related costs are deferred and amortized as an adjustment of loan yield over the estimated life of the loans approximating the effective interest method. Loans are deemed to be past due when the contractually required principal and interest payments have not been received as they become due. Loans are placed on non-accrual status generally, when they become 90 days past due and the full and timely collection of principal and interest becomes uncertain. When a loan is placed on non-accrual status, interest accruals cease and uncollected accrued interest is reversed and charged against current income. Cash collections from non-accrual loans are generally credited to the loan balance, and no interest income is recognized on these loans until the principal balance has been determined to be fully collectible. A loan in which the borrowers’ obligation has not been released in bankruptcy courts may be restored to an accruing basis when it becomes well secured and is in the process of collection, or all past due amounts become current under the loan agreement and collectability is no longer doubtful. Allowance for Credit Losses for Loans As noted previously, Valley adopted ASU No. 2016-13 on January 1, 2020, and thus 2020 follows the current expected credit losses methodology. Prior periods have been reported in accordance with previously applicable GAAP, which followed the incurred credit losses methodology. The following policies noted are under the current expected credit losses methodology. A summary of Valley’s previous policies under the incurred credit losses methodology follows at the end of this section. The allowance for credit losses (ACL) is a valuation account that is deducted from the amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Provisions for credit losses for loans and recoveries on loan previously charged-off by Valley are added back to the allowance. Under CECL, Valley's methodology to establish the allowance for credit losses for loans has two basic components: (1) a collective reserve component for estimated lifetime expected credit losses for pools of loans that share common risk characteristics and (2) an individual reserve component for loans that do not share common risk characteristics. Previously, an allowance for loan losses was recognized based on probable incurred losses. Reserves for loans that share common risk characteristics. Valley estimated the collective ACL using a current expected credit losses methodology which is based on relevant information about historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the loan balances. In estimating the component of the 2020 Form 10-K 82 allowance on a collective basis, Valley uses a transition matrix model which calculates an expected life of loan loss percentage for each loan pool by generating probability of default and loss given default metrics. The metrics are based on the migration of loans from performing to loss by credit quality rating or delinquency categories using historical life-of-loan analysis periods for each loan portfolio pool, and the severity of loss, based on the aggregate net lifetime losses. The model's expected losses based on loss history are adjusted for qualitative factors. Among other things, these adjustments include and account for differences in: (i) the impact of the reasonable and supportable economic forecast, probability weightings and reversion period, (ii) other asset specific risks to the extent they do not exist in the historical loss information, and (iii) net expected recoveries of charged off loan balances. These adjustments are based on qualitative factors not reflected in the quantitative model but are likely to impact the measurement of estimated credit losses. The expected lifetime loss rate is the life of loan loss percentage from the transition matrix model plus the impact of the adjustments for qualitative factors. The expected credit losses are the product of multiplying the model’s expected lifetime loss rate by the exposure at default at period end on an undiscounted basis. Valley utilizes a two-year reasonable and supportable forecast period followed by a one-year period over which estimated losses revert to historical loss experience for the remaining life of the loan on a straight-line basis. The forecasts consist of a multi-scenario economic forecast model to estimate future credit losses that is governed by a cross-functional committee. The committee meets each quarter to determine which economic scenarios developed by Moody's will be incorporated into the model, as well as the relative probability weightings of the selected scenarios, based upon all readily available information. The model projects economic variables under each scenario based on detailed statistical analyses. Valley has identified and selected key variables that most closely correlated to its historical credit performance, which include: GDP, unemployment and the Case-Shiller Home Price Index. The loan credit quality data utilized in the transition matrix model is based on an internal credit risk rating system for the commercial and industrial loan and commercial real estate loan portfolio segments and delinquency aging status for the residential and consumer loan portfolio segments. Loans are risk-rated based on an internal credit risk grading process that evaluates, among other things: (i) the obligor’s ability to repay; (ii) the underlying collateral, if any; and (iii) the economic environment and industry in which the borrower operates. This analysis is performed at the relationship manager level for all commercial and industrial loans and commercial real estate loans, and evaluated by the Loan Review Department on a test basis. Loans with a grade that is below “Pass” grade are adversely classified. Once a loan is adversely classified, the assigned relationship manager and/or a special assets officer in conjunction with the Credit Risk Management Department analyzes the loan to determine whether the loan is a collateral dependent asset (i.e., repayment is expected to be provided substantially through the sale or operation of the collateral) and the need to specifically assign a specific valuation allowance for loan losses to the loan, as discussed further below. Reserves for loans that that do not share common risk characteristics. Valley measures specific reserves for individual loans that do not share common risk characteristics with other loans, consisting of collateral dependent, troubled debt restructured ( TDR) loans, and expected TDR loans, based on the amount of lifetime expected credit losses calculated on those loans and charge-offs of those amounts determined to be uncollectible. Factors considered by Valley in measuring the extent of expected credit loss include payment status, collateral value, borrower financial condition, guarantor support and the probability of collecting scheduled principal and interest payments when due. Collateral dependent loan balances are written down to the estimated current fair value (less estimated selling costs) of each loan’s underlying collateral resulting in an immediate charge-off to the allowance, excluding any consideration for personal guarantees that may be pursued in the Bank’s collection process. If repayment is based upon future expected cash flows, the present value of the expected future cash flows discounted at the loan’s original effective interest rate is compared to the carrying value of the loan, and any shortfall is recorded as the allowance for credit losses. The effective interest rate used to discount expected cash flows is adjusted to incorporate expected prepayments, if applicable. Valley elected to exclude accrued interest on loans from the amortized cost of loans held for investment. The accrued interest is presented separately in the consolidated statements of financial condition. Loans charge-offs. Loans rated as "loss" within Valley's internal rating system are charged-off. Commercial loans are generally assessed for full or partial charge-off to the net realizable value for collateral dependent loans when a loan is between 90 or 120 days past due or sooner if it is probable that a loan may not be fully collectable. Residential loans and home equity loans are generally charged-off to net realizable value when the loan is 120 days past due (or sooner when the borrowers’ obligation has been released in bankruptcy). Automobile loans are fully charged-off when the loan is 120 days past due or partially charged-off to the net realizable value of collateral, if the collateral is recovered prior to such time. Unsecured consumer loans are generally fully charged-off when the loan is 150 days past due. Under the incurred credit losses methodology utilized in the prior periods, the allowance for credit losses was maintained at a level estimated to absorb probable credit losses inherent in the loan portfolio, as well as other credit risk related charge-offs. The allowance is based on ongoing evaluations of the probable estimated losses inherent in the non-purchase credit impaired 83 2020 Form 10-K (PCI) loan portfolio and off-balance sheet unfunded letters of credit, as well as reserves for impairment of PCI loans subsequent to their acquisition date. Valley had no allowance reserves related to PCI loans at December 31, 2019. The Bank’s methodology for evaluating the appropriateness of the allowance included grouping the loan portfolio into loan segments based on common risk characteristics, tracking the historical levels of classified loans and delinquencies, estimating the appropriate loss look-back and loss emergence periods related to historical losses for each loan segment, providing specific reserves on impaired loans, and assigning incremental reserves where necessary based upon qualitative and economic outlook factors including numerous variables, such as the nature and trends of recent loan charge-offs. Additionally, the volume of non-performing loans, concentration risks by size, type, and geography, new markets, collateral adequacy, credit policies and procedures, staffing, underwriting consistency, loan review and economic conditions are taken into consideration. The allowance for loan losses consists of four elements: (i) specific reserves for individually impaired credits, (ii) reserves for adversely classified, or higher risk rated, loans that are not impaired, (iii) reserves for other loans based on historical loss factors (using the appropriate loss look-back and loss emergence periods) adjusted for both internal and external qualitative risk factors to Valley, including the aforementioned factors, as well as changes in both organic and purchased loan portfolio volumes, the composition and concentrations of credit, new market initiatives, and the impact of competition on loan structuring and pricing, and (iv) an allowance for PCI loan pools impaired subsequent to the acquisition date, if applicable. The allowances established for probable losses on specific loans are based on a regular analysis and evaluation of the loans. Loans are evaluated based on an internal credit risk rating system for the commercial and industrial loan and commercial real estate loan portfolio segments and non-performing loan status for the residential and consumer loan portfolio segments. Loans are risk-rated based on an internal credit risk grading process that evaluates, among other things: (i) the obligor’s ability to repay; (ii) the underlying collateral, if any; and (iii) the economic environment and industry in which the borrower operates. The allowance allocations for other loans (i.e., risk rated loans that are not adversely classified and loans that are not risk rated) are calculated by applying historical loss factors for each loan portfolio segment to the applicable outstanding loan portfolio balances. Loss factors are calculated using statistical analysis supplemented by management judgment. The statistical analysis considers historical default rates, historical loss severity in the event of default, and the average loss emergence period for each loan portfolio segment. The management analysis includes an evaluation of loan portfolio volumes, the composition and concentrations of credit, credit quality and current delinquency trends. Allowance for Unfunded Credit Commitments The allowance for unfunded credit commitments consists of undisbursed non-cancellable lines of credit, new loan commitments and commercial letters of credit valued using a similar CECL methodology as used for loans. Management's estimate of expected losses inherent in these off-balance sheet credit exposures also incorporates estimated utilization rate over the commitment's contractual period or an expected pull-through rate for new loan commitments. The allowance for unfunded credit commitments is included in accrued expenses and other liabilities on the consolidated statements of financial condition. See Note 5 for a discussion of Valley’s loan credit quality and additional allowance for credit losses. Leases Lessor Arrangements. Valley's lessor arrangements primarily consist of direct financing and sales-type leases for equipment included in the commercial and industrial loan portfolio. Lease agreements may include options to renew and for the lessee to purchase the leased equipment at the end of the lease term. Lessee Arrangements. Valley's lessee arrangements predominantly consist of operating and finance leases for premises and equipment. The majority of the operating leases include one or more options to renew that can significantly extend the lease terms. Valley’s leases have a wide range of lease expirations through the year 2062. Operating and finance leases are recognized as right of use (ROU) assets and lease liabilities in the consolidated statements of financial position. The ROU assets represent the right to use underlying assets for the lease terms and lease liabilities represent Valley’s obligations to make lease payments arising from the lease. The ROU assets include any prepaid lease payments and initial direct costs, less any lease incentives. At the commencement dates of leases, ROU assets and lease liabilities are initially recognized based on their net present values with the lease terms including options to extend or terminate the lease when Valley is reasonably certain that the options will be exercised to extend. ROU assets are amortized into net occupancy and equipment expense over the expected lives of the leases. 2020 Form 10-K 84 Lease liabilities are discounted to their net present values on the balance sheet based on incremental borrowing rates as determined at the lease commencement dates using quoted interest rates for readily available borrowings, such as fixed rate FHLB borrowings, with similar terms as the lease obligations. Lease liabilities are reduced by actual lease payments. See Note 6 for additional information on Valley's lease related assets and obligations. Premises and Equipment, Net Premises and equipment are stated at cost less accumulated depreciation computed using the straight-line method over the estimated useful lives of the related assets. Estimated useful lives range from 3 years for capitalized software to up to 40 years for buildings. Leasehold improvements are amortized over the term of the lease or estimated useful life of the asset, whichever is shorter. Major improvements are capitalized, while repairs and maintenance costs are charged to operations as incurred. Upon retirement or disposition, any gain or loss is credited or charged to operations. See Note 7 for further details. Bank Owned Life Insurance Valley owns bank owned life insurance (BOLI) to help offset the cost of employee benefits. BOLI is recorded at its cash surrender value. Valley’s BOLI is invested primarily in U.S. Treasury securities and residential mortgage-backed securities issued by government sponsored enterprises and Ginnie Mae. The majority of the underlying investment portfolio is managed by one independent investment firm. The change in the cash surrender value is included as a component of non-interest income and is exempt from federal and state income taxes as long as the policies are held until the death of the insured individuals. Other Real Estate Owned Valley acquires other real estate owned (OREO) through foreclosure on loans secured by real estate. OREO is reported at the lower of cost or fair value, as established by a current appraisal (less estimated costs to sell) and it is included in other assets. Any write-downs at the date of foreclosure are charged to the allowance for loan losses. Expenses incurred to maintain these properties, unrealized losses resulting from valuation write-downs after the date of foreclosure, and realized gains and losses upon sale of the properties are included in other non-interest expense. OREO totaled $ 5.1 million and $ 9.4 million at December 31, 2020 and 2019, respectively. OREO included foreclosed residential real estate properties totaling $ 1.0 million and $ 2.1 million at December 31, 2020 and 2019, respectively. Residential mortgage and consumer loans secured by residential real estate properties for which formal foreclosure proceedings are in process totaled $ 1.9 million and $ 2.8 million at December 31, 2020 and 2019, respectively. Goodwill Intangible assets resulting from acquisitions under the acquisition method of accounting consist of goodwill and other intangible assets (see “Other Intangible Assets” below). Goodwill represents the excess of the cost of businesses acquired over the fair value of the net assets acquired and is not amortized. The initial recording of goodwill and other intangible assets requires subjective judgments concerning estimates of the fair value of the acquired assets and assumed liabilities. Goodwill is subject to annual tests for impairment or more often, if events or circumstances indicate it may be impaired. Prior to January 1, 2020, goodwill impairment was determined using a two-step quantitative test. On January 1, 2020, Valley adopted ASU No. 2017-04, which simplified the impairment test by eliminating the step two requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, an impairment loss is recognized if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill allocated to the unit (formerly step one of the two-step test). Goodwill is allocated to Valley's reporting unit, which is a business segment or one level below, at the date goodwill is recorded. Under current accounting guidance, Valley may choose to perform an optional qualitative assessment to determine whether it is necessary to perform the single-step quantitative goodwill impairment test for one or more reporting units each annual period. Valley reviews goodwill for impairment annually during the second quarter using a quantitative test, or more frequently if a triggering event indicates impairment may have occurred. Our determination of whether or not goodwill is impaired requires us to make judgments, and use significant estimates and assumptions regarding estimated future cash flows. If we change our strategy or if market conditions shift, our judgments may change, which may result in adjustments to the recorded goodwill balance. Other Intangible Assets Other intangible assets primarily consist of loan servicing rights (largely generated from loan servicing retained by the Bank on residential mortgage loan originations sold in the secondary market to government sponsored enterprises), core 85 2020 Form 10-K deposits (the portion of an acquisition purchase price which represents value assigned to the existing deposit base) and, to a much lesser extent, customer lists obtained through acquisitions. Other intangible assets are amortized using various methods over their estimated lives and are periodically evaluated for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable from future undiscounted cash flows. If impairment is deemed to exist, an adjustment is recorded to earnings in the current period for the difference between the fair value of the asset and its carrying amount. See further details regarding loan servicing rights below. Loan Servicing Rights Loan servicing rights are recorded when originated mortgage loans are sold with servicing rights retained, or when servicing rights are purchased. Valley initially records the loan servicing rights at fair value. Subsequently, the loan servicing rights are carried at the lower of unamortized cost or market (i.e., fair value). The fair values of the loan servicing rights for each risk-stratified group of loan servicing rights are calculated using a fair value model from a third party vendor that uses various inputs and 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. Unamortized costs associated with acquiring loan servicing rights, net of any valuation allowances, are included in other intangible assets in the consolidated statements of financial condition and are accounted for using the amortization method. Valley amortizes the loan servicing assets in proportion to and over the period of estimated net servicing revenues. On a quarterly basis, Valley stratifies its loan servicing assets into groupings based on risk characteristics and assesses each group for impairment based on fair value. A valuation allowance is established through an impairment charge to earnings to the extent the unamortized cost of a stratified group of loan servicing rights exceeds its estimated fair value. Increases in the fair value of impaired loan servicing rights are recognized as a reduction of the valuation allowance, but not in excess of such allowance. The amortization of loan servicing rights is recorded in non-interest income. Stock-Based Compensation Compensation expense for restricted stock units, restricted stock and stock option awards (i.e., non-vested stock awards) is based on the fair value of the award on the date of the grant and is recognized ratably over the service period of the award. Beginning in 2019, Valley's long-term incentive compensation plan was amended to include a service period requirement for award grantees who are eligible for retirement pursuant to which an award will vest at one-twelfth per month after the grant date, which requires the grantees to continue service with Valley for one year in order for the award to fully vest. Compensation expense for these awards is amortized monthly over a one year period after the grant date. Prior to 2019, award grantees who were eligible for retirement did not have a service period requirement. Compensation expense for these awards is recognized immediately in earnings. The service period for non-retirement eligible employees is the shorter of the stated vesting period of the award or the period until the employee’s retirement eligibility date. The fair value of each option granted is estimated using a binomial option pricing model. The fair value of restricted stock units and awards is based upon the last sale price reported for Valley’s common stock on the date of grant or the last sale price reported preceding such date, except for performance-based stock awards with a market condition. The grant date fair value of a performance-based stock award that vests based on a market condition is determined by a third party specialist using a Monte Carlo valuation model. See Note 12 for additional information. Fair Value Measurements In general, fair values of financial instruments are based upon quoted market prices, where available. When observable market prices and parameters are not fully available, management uses valuation techniques based upon internal and third party models requiring more management judgment to estimate the appropriate fair value measurements. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value, including adjustments based on internal cash flow model projections that utilize assumptions similar to those incorporated by market participants. Other adjustments may include amounts to reflect counterparty credit quality and Valley’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. See Note 3 for additional information. Revenue Recognition Valley's revenue contracts generally have a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable, or distinct from other obligations within the contracts. Valley does not have a material amount of long-term customer agreements that include multiple performance obligations requiring price allocation and differences in the timing of revenue recognition. Valley has no customer contracts with variable fee agreements based upon performance. Valley's revenue within the scope of ASC Topic 606 includes: (i) trust and investment services income from investment management, investment advisory, trust, custody and other products; (ii) service charges on deposit accounts from 2020 Form 10-K 86 checking accounts, savings accounts, overdrafts, insufficient funds, ATM transactions and other activities; and (iii) other income from fee income related to derivative interest rate swaps executed with commercial loan customers, and fees from interchange, wire transfers, credit cards, safe deposit box, ACH, lockbox and various other products and services-related income. Income Taxes Valley uses the asset and liability method to provide income taxes on all transactions recorded in the consolidated financial statements. This method requires that income taxes reflect the expected future tax consequences of temporary differences between the carrying amounts of assets or liabilities for book and tax purposes. Accordingly, a deferred tax asset or liability for each temporary difference is determined based on the enacted tax rates that will be in effect when the underlying items of income and expense are expected to be realized. Valley’s expense for income taxes includes the current and deferred portions of that expense. Deferred tax assets are recognized if, in management's judgment, their realizability is determined to be more likely than not. A valuation allowance is established to reduce deferred tax assets to the amount we expect to realize. Deferred income tax expense or benefit results from differences between assets and liabilities measured for financial reporting versus income-tax return purposes. The effect on deferred taxes of a change in tax rates is recognized in income tax expense in the period that includes the enactment date. Valley maintains a reserve related to certain tax positions that management believes contain an element of uncertainty. An uncertain tax position is measured based on the largest amount of benefit that management believes is more likely than not to be realized. Periodically, Valley evaluates each of its tax positions and strategies to determine whether the reserve continues to be appropriate. Comprehensive Income Comprehensive income or loss is defined as the change in equity of a business entity during a period due to transactions and other events and circumstances, excluding those resulting from investments by and distributions to shareholders. Comprehensive income consists of net income and other comprehensive income or loss. Valley’s components of other comprehensive income or loss, net of deferred tax, include: (i) unrealized gains and losses on securities available for sale; (ii) unrealized gains and losses on derivatives used in cash flow hedging relationships; and (iii) the pension benefit adjustment for the unfunded portion of its various employee, officer, and director pension plans. Income tax effects are released from accumulated other comprehensive income on an individual unit of account basis. Valley presents comprehensive income and its components in the consolidated statements of comprehensive income for all periods presented. See Note 19 for additional disclosures. Earnings Per Common Share In Valley's computation of the earnings per common share, the numerator of both the basic and diluted earnings per common share is net income available to common shareholders (which is equal to net income less dividends on preferred stock). The weighted average number of common shares outstanding used in the denominator for basic earnings per common share is increased to determine the denominator used for diluted earnings per common share by the effect of potentially dilutive common stock equivalents utilizing the treasury stock method. The following table shows the calculation of both basic and diluted earnings per common share for the years ended December 31, 2020, 2019 and 2018: 2020 2019 2018 (in thousands, except for share data) Net income available to common shareholders $ 377,918 $ 297,105 $ 248,740 Basic weighted-average number of common shares outstanding 403,754,356 337,792,270 331,258,964 Plus: Common stock equivalents 1,291,851 2,325,538 1,434,754 Diluted weighted-average number of common shares outstanding 405,046,207 340,117,808 332,693,718 Earnings per common share: Basic $ 0.94 $ 0.88 $ 0.75 Diluted 0.93 0.87 0.75 87 2020 Form 10-K Common stock equivalents represent the dilutive effect of additional common shares issuable upon the assumed vesting or exercise, if applicable, of restricted stock units and common stock options to purchase Valley’s common shares. Common stock options with exercise prices that exceed the average market price of Valley’s common stock during the periods presented may have an anti-dilutive effect on the diluted earnings per common share calculation and therefore are excluded from the diluted earnings per share calculation along with restricted stock units. Potential anti-dilutive weighted common shares totaled approximately 1.7 million, 288 thousand, and 2.1 million for the years ended December 31, 2020, 2019 and 2018, respectively. Preferred and Common Stock Dividends Valley issued 4.6 million and 4.0 million shares of non-cumulative perpetual preferred stock in June 2015 and August 2017, respectively, which were initially recorded at fair value. See Note 18 for additional details on the preferred stock issuances. The preferred shares are senior to Valley common stock, whereas the current year dividends must be paid before Valley can pay dividends to its common shareholders. Preferred dividends declared are deducted from net income for computing income available to common shareholders and earnings per common share computations. Cash dividends to both preferred and common shareholders are payable and accrued when declared by Valley's Board of Directors. Treasury Stock Treasury stock is recorded using the cost method and accordingly is presented as a reduction of shareholders’ equity. Derivative Instruments and Hedging Activities As part of its asset/liability management strategies and to accommodate commercial borrowers, Valley has used interest rate swaps to hedge variability in cash flows or fair values caused by changes in interest rates. Valley also uses derivatives not designated as hedges for non-speculative purposes to (1) manage its exposure to interest rate movements related to a service for commercial lending customers, (2) share the risk of default on the interest rate swaps related to certain purchased or sold loan participations through the use of risk participation agreements and (3) manage the interest rate risk of mortgage banking activities with customer interest rate lock commitments and forward contracts to sell residential mortgage loans. Valley also has hybrid instruments, consisting of market linked certificates of deposit with an embedded swap contract. Valley records all derivatives including embedded derivatives as assets or liabilities at fair value on the consolidated statements of financial condition. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income or loss and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. For derivatives designated as fair value hedges, changes in the fair value of the derivative and the hedged item related to the hedged risk are recognized in earnings. On a quarterly basis, Valley assesses the effectiveness of each hedging relationship by comparing the changes in cash flows or fair value of the derivative hedging instrument with the changes in cash flows or fair value of the designated hedged item or transaction. If a hedging relationship is terminated due to ineffectiveness, and the derivative instrument is not re-designated to a new hedging relationship, the subsequent change in fair value of such instrument is charged directly to earnings. Derivatives not designated as hedges do not meet the hedge accounting requirements under U.S. GAAP. Changes in fair value of derivatives not designated in hedging relationships are recorded directly in earnings. Valley calculates the credit valuation adjustments to the fair value of derivatives designated as fair value hedges on a net basis by counterparty portfolio, as an accounting policy election. New Authoritative Accounting Guidance New Accounting Guidance Adopted in 2020. ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" amends the accounting guidance on the impairment of financial instruments. The FASB issued an amendment to replace the incurred loss impairment methodology under prior accounting guidance with a new CECL model. Valley adopted ASU No. 2016-13 on January 1, 2020 using the modified retrospective approach for all financial assets measured at amortized cost (except for PCD loans) and off-balance sheet credit exposures. At adoption, Valley recorded a $ 100.4 million increase to its allowance for credit losses, including reserves of $ 92.5 million, $ 7.1 million and $ 793 thousand 2020 Form 10-K 88 related to loans, unfunded credit commitments and held to maturity debt securities, respectively. Of the $ 92.5 million in loan reserves, $ 61.6 million represents PCD loan related reserves which were recognized through a gross-up that increased the amortized cost basis of loans with a corresponding increase to the allowance for credit losses, and therefore resulted in no impact to shareholders' equity. The remaining non-credit discount of $ 97.7 million related to PCD loans is accreted into interest income over the life of the loans at the effective interest rate effective January 1, 2020. Valley elected the prospective transition approach for PCD loans that were previously classified as purchased-credit impaired (PCI) loans. Under this guidance, Valley was not required to reassess whether PCI loans met the PCD loans criteria as of the date of the date of adoption. The non-PCD loan related increase to the allowance for credit losses of $ 38.8 million, including the reserves for unfunded loan commitments and held to maturity debt securities, was offset in shareholders' equity and deferred tax assets. See Notes 4 and 5 for allowance for credit losses required disclosures. Reporting periods prior to the adoption date are presented in accordance with previously applicable GAAP. ASU No. 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the current goodwill impairment test guidance) to measure a goodwill impairment charge. Instead, an entity will be required to record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on Step 1 of the current guidance). In addition, ASU No. 2017-04 eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. However, an entity will be required to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU No. 2017-04 was effective for Valley on January 1, 2020 and Valley applied this new guidance in its annual goodwill impairment test performed during the second quarter 2020. New Accounting Guidance Issued in 2020. ASU No. 2020-04, "Reference Rate Reform (Topic 848)" provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships that reference LIBOR or another reference rate expected to be discontinued, subject to meeting certain criteria. Under the new guidance, an entity can elect by accounting topic or industry subtopic to account for the modification of a contract affected by reference rate reform as a continuation of the existing contract, if certain conditions are met. In addition, the new guidance allows an entity to elect on a hedge-by-hedge basis to continue to apply hedge accounting for hedging relationships in which the critical terms change due to reference rate reform, if certain conditions are met. A one-time election to sell and/or transfer held to maturity debt securities that reference a rate affected by reference rate reform is also allowed. ASU No. 2020-04 became effective for all entities as of March 12, 2020 and can apply to all LIBOR reference rate modifications any time through December 31, 2022. Management is currently evaluating the impact of the ASU on Valley’s consolidated financial statements. Valley has established a working group to identify and prepare fall back language and replacement provisions. In addition, the working group is evaluating substitute indices for LIBOR and testing Valley's models and systems that currently use LIBOR to ensure reference rates change readiness. New Accounting Guidance Adopted in the First Quarter 2021. ASU No. 2020-08, "Codification Improvements to Subtopic 310-20, Receivables—Nonrefundable Fees and Other Costs" provides clarification and affects the guidance previously issued by ASU No. 2017-08 “Receivables -Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities.” ASU No. 2020-08 clarifies that an entity should reevaluate whether a debt security with multiple call dates is within the scope of paragraph 310-20-35-33. For each reporting period, to the extent that the amortized cost basis of an individual callable debt security exceeds the amount repayable by the issuer at the next call date, the premium should be amortized to the next call date, unless the guidance to consider estimated prepayments is applied. Valley adopted ASU No. 2020-08 on January 1, 2021. This new guidance is not expected to have a significant impact on Valley’s consolidated financial statements. ASU No. 2021-01 "Reference Rate Reform (Topic 848)" extends some of Topic 848’s optional expedients to derivative contracts impacted by the discounting transition, including for derivatives that do not reference LIBOR or other reference rates that are expected to be discontinued. ASU No. 2021-01 is effective for all entities immediately upon issuance and may be elected retrospectively to eligible modifications as of any date from the beginning of the interim period that includes March 12, 2020, or prospectively to new modifications made on or after any date within the interim period including January 7, 2021. The ASU No. 2021-01 is not expected to have a significant impact on Valley’s consolidated financial statements. 89 2020 Form 10-K BUSINESS COMBINATIONS (Note 2) Oritani Financial Corp. On December 1, 2019, Valley completed its acquisition of Oritani Financial Corp. ("Oritani") and its wholly-owned subsidiary, Oritani Bank. Oritani had approximately $ 4.3 billion in assets, $ 3.4 billion in net loans and $ 2.9 billion in deposits, after purchase accounting adjustments, and a branch network of 26 locations. The acquisition represented a significant addition to Valley's New Jersey franchise, and meaningfully enhanced its presence in the Bergen County market. The common shareholders of Oritani received 1.60 shares of Valley common stock for each Oritani share that they owned prior to the merger. The total consideration for the acquisition was approximately $ 835.3 million, consisting of 71.1 million shares of Valley common stock and the outstanding Oritani stock-based awards. Merger expenses totaled $ 1.9 million and $ 16.6 million for the years ended December 31, 2020 and 2019, respectively, which primarily related to salary and employee benefits, as well as professional and legal, net occupancy and equipment, and other expenses. These expenses are included in non-interest expense on the consolidated statements of income. During 2020, Valley revised the estimated fair values of the acquired assets as of the Oritani acquisition date due to additional information obtained that existed as of December 1, 2019. The adjustments mostly related to the fair value of certain loans, current taxes payable and the valuation of deferred tax assets as of the acquisition date. These adjustments resulted in an $ 8.8 million increase in goodwill (see Note 8 for amount of goodwill as allocated to Valley's business segments). Had the acquisition of Oritani taken place on the beginning of the following annual periods presented, Valley’s revenues (defined as the sum of net interest income and non-interest income), net income, basic earnings per share, and diluted earnings per share would have equaled the amounts indicated in the following table for the years ended December 31, 2019 and 2018: 2019 2018 (in thousands, except per share data) Unaudited Revenues $ 1,219,887 $ 1,106,012 Net income 361,079 313,977 Basic earnings per share 0.86 0.75 Diluted earnings per share 0.85 0.75 USAmeriBancorp, Inc. On January 1, 2018, Valley completed its acquisition of USAmeriBancorp, Inc. (USAB) headquartered in Clearwater, Florida. USAB, largely through its wholly-owned subsidiary, USAmeriBank, had approximately $ 5.1 billion in assets, $ 3.7 billion in net loans and $ 3.6 billion in deposits, after purchase accounting adjustments, and maintained a branch network of 29 offices. The acquisition represented a significant addition to Valley’s Florida presence, primarily in the Tampa Bay market. The acquisition also brought Valley to the Birmingham, Montgomery, and Tallapoosa areas in Alabama, where USAB maintained 15 of its branches. The common shareholders of USAB received 6.1 shares of Valley common stock for each USAB share they owned prior to the merger. The total consideration for the acquisition was approximately $ 737 million, consisting of 64.9 million shares of Valley common stock and the outstanding USAB stock-based awards. Merger expenses totaled $ 17.4 million for the year ended December 31, 2018, which primarily related to salary and employee benefits and other expenses are included in non-interest expense on the consolidated statements of income. FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES (Note 3) Accounting Standards Codification (ASC) Topic 820, “Fair Value Measurements” 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). 2020 Form 10-K 90 Assets and Liabilities Measured at Fair Value on a Recurring Basis and Non-Recurring Basis The following tables present the assets and liabilities that are measured at fair value on a recurring and non-recurring basis by level within the fair value hierarchy as reported on the consolidated statements of financial condition at December 31, 2020 and 2019. The assets presented under “non-recurring 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). Fair Value Measurements at Reporting Date Using: December 31, 2020 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: Equity securities (1) $ 26,379 $ 18,600 $ — $ — Available for sale debt securities: U.S. Treasury securities 51,393 51,393 — — U.S. government agency securities 26,157 — 26,157 — Obligations of states and political subdivisions 79,950 — 79,135 815 Residential mortgage-backed securities 1,090,022 — 1,090,022 — Corporate and other debt securities 91,951 — 91,951 — Total available for sale debt securities 1,339,473 51,393 1,287,265 815 Loans held for sale (2) 301,427 — 301,427 — Other assets (3) 387,452 — 387,452 — Total assets $ 2,054,731 $ 69,993 $ 1,976,144 $ 815 Liabilities Other liabilities (3) $ 156,281 $ — $ 156,281 $ — Total liabilities $ 156,281 $ — $ 156,281 $ — Non-recurring fair value measurements: Collateral dependent loans $ 35,228 $ — $ — $ 35,228 Loan servicing rights 15,603 — — 15,603 Foreclosed assets 7,387 — — 7,387 Total $ 58,218 $ — $ — $ 58,218 91 2020 Form 10-K Fair Value Measurements at Reporting Date Using: December 31, 2019 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: Equity securities at fair value $ 41,410 $ 41,410 $ — $ — Available for sale debt securities: U.S. Treasury securities 50,943 50,943 — — U.S. government agency securities 29,243 — 29,243 — Obligations of states and political subdivisions 170,051 — 169,371 680 Residential mortgage-backed securities 1,254,786 — 1,254,786 — Corporate and other debt securities 61,778 — 61,778 — Total available for sale debt securities 1,566,801 50,943 1,515,178 680 Loans held for sale (2) 76,113 — 76,113 — Other assets (3) 158,532 — 158,532 — Total assets $ 1,842,856 $ 92,353 $ 1,749,823 $ 680 Liabilities Other liabilities (3) $ 43,926 $ — $ 43,926 $ — Total liabilities $ 43,926 $ — $ 43,926 $ — Non-recurring fair value measurements: Collateral dependent impaired loans $ 39,075 $ — $ — $ 39,075 Loan servicing rights 1,591 — — 1,591 Foreclosed assets 10,807 — — 10,807 Total $ 51,473 $ — $ — $ 51,473 (1) Includes equity securities measured as net asset value (NAV) per share (or its equivalent) as a practical expedient totaling $ 7.8 million at December 31, 2020. These securities have not been classified in the fair value hierarchy. (2) Represents residential mortgage loans held for sale that are carried at fair value and had contractual unpaid principal balances totaling approximately $ 286.4 million and $ 74.5 million at December 31, 2020 and 2019, respectively. (3) Derivative financial instruments are included in this category. 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 of 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 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. Equity Securities. The fair value of equity securities largely consists of a publicly traded mutual fund, a Community Reinvestment Act (CRA) investment fund that is carried at quoted prices in active markets and privately held CRA funds measured at NAV. Available for sale debt securities. All U.S. Treasury securities are reported at fair value utilizing Level 1 inputs. The majority of other investment securities 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 2020 Form 10-K 92 from market observable data. In addition, Valley reviews the volume and level of activity for all available for sale securities and attempts to identify transactions which may not be orderly or reflective of a significant level of activity and volume. In calculating the fair value of one impaired special revenue bond (within obligations of states and political subdivisions in the table above) under Level 3, Valley prepared its best estimate of the present value of the cash flows to determine an internal price estimate. In determining the internal price, Valley utilized recent financial information and developments provided by the issuer, as well as other unobservable inputs which reflect Valley’s own assumptions about the inputs that market participants would use in pricing of the defaulted security. A quoted price received from an independent pricing service was weighted with the internal price estimate to determine the fair value of the instrument at December 31, 2020 and 2019. See Note 4 for additional information regarding this impaired security. Loans held for sale. 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. 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. Non-performance risk did not materially impact the fair value of mortgage loans held for sale at December 31, 2020 and 2019 based on the short duration these assets were held and the credit quality of these loans. Derivatives. Derivatives are reported at fair value utilizing Level 2 inputs. The fair values of Valley’s derivatives are determined using third party prices that are based on discounted cash flow analysis using observed market inputs, such as the LIBOR, Overnight Index Swap and Secured Overnight Financing Rate (SOFR) curves f or all cleared derivatives. The fair value of mortgage banking derivatives, consisting of interest rate lock commitments to fund residential mortgage loans and forward commitments for the future delivery of such loans (including certain loans held for sale at December 31, 2020 and 2019), is determined based on the current market prices for similar instruments. The fair values of most 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. The credit valuation adjustments were not significant to the overall valuation of Valley’s derivatives at December 31, 2020 and 2019. 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 non-recurring basis, including collateral dependent loans reported at the fair value of the underlying collateral, loan servicing rights and foreclosed assets, which are reported at fair value upon initial recognition or subsequent impairment as described below. Collateral dependent loans. Collateral dependent loans are loans where foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and substantially all of the repayment is expected from the collateral. Collateral values are estimated using Level 3 inputs, consisting of individual third-party appraisals that may be adjusted based on certain discounting criteria. Certain real estate appraisals may be discounted based on specific market data by location and property type. At December 31, 2020, collateral dependent loans were individually re-measured and reported at fair value through direct loan charge-offs to the allowance for loan losses based on the fair value of the underlying collateral. The collateral dependent loan direct charge-offs to the allowance for loan losses totaled $ 4.5 million and $ 2.1 million for the years ended December 31, 2020 and 2019, respectively. At December 31, 2020, collateral dependent loans, primarily consisting of taxi medallion loans, with a total amortized cost of $ 104.4 million and $ 74.6 million at December 31, 2020 and 2019, respectively, were reduced by specific allowance for loan losses allocations totaling $ 69.1 million and $ 35.5 million to a reported total net carrying amount of $ 35.2 million and $ 39.1 million at December 31, 2020 and 2019, respectively. 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 December 31, 2020, the fair value model used a blended prepayment speed (stated as constant prepayment rates) of 19.8 percent and a discount rate of 9.6 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. Certain loan servicing rights were re-measured at fair value totaling $ 15.6 million and $ 1.6 million at December 31, 2020 and 2019, respectively. See Note 8 for additional information. Foreclosed assets. Certain foreclosed assets (consisting of other real estate owned and other repossessed assets included in other assets), upon initial recognition and transfer from loans, are re-measured and reported at fair value using Level 3 inputs, consisting of a third-party appraisal less estimated cost to sell. When an asset is acquired, the excess of the loan balance over fair value, less estimated selling costs, is charged to the allowance for loan losses. If further declines in the estimated fair value 93 2020 Form 10-K of the asset occur, an asset is re-measured and reported at fair value through a write-down recorded in non-interest expense. The adjustments to the appraisals of foreclosed assets ranged from 1.5 percent to 22 percent at December 31, 2020 and were no t material at December 31, 2019. Other Fair Value Disclosures 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. 2020 Form 10-K 94 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 December 31, 2020 and 2019 were as follows: 2020 2019 Fair Value Hierarchy Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) Financial assets Cash and due from banks Level 1 $ 257,845 $ 257,845 $ 256,264 $ 256,264 Interest bearing deposits with banks Level 1 1,071,360 1,071,360 178,423 178,423 Equity securities (1) Level 3 2,999 2,999 — — Held to maturity debt securities: U.S. Treasury securities Level 1 68,126 75,484 138,352 144,113 U.S. government agency securities Level 2 6,222 6,513 7,345 7,362 Obligations of states and political subdivisions Level 2 470,259 484,506 500,705 513,607 Residential mortgage-backed securities Level 2 1,550,306 1,589,655 1,620,119 1,629,572 Trust preferred securities Level 2 37,348 30,033 37,324 31,382 Corporate and other debt securities Level 2 40,750 41,421 32,250 32,684 Total held to maturity debt securities (2) 2,173,011 2,227,612 2,336,095 2,358,720 Net loans Level 3 31,876,869 31,635,060 29,537,449 28,964,396 Accrued interest receivable Level 1 106,230 106,230 105,637 105,637 Federal Reserve Bank and Federal Home Loan Bank stock (3) Level 2 250,116 250,116 214,421 214,421 Financial liabilities Deposits without stated maturities Level 1 25,220,924 25,220,924 19,467,892 19,467,892 Deposits with stated maturities Level 2 6,714,678 6,639,022 9,717,945 9,747,867 Short-term borrowings Level 1 1,147,958 1,151,478 1,093,280 1,081,879 Long-term borrowings Level 2 2,295,665 2,405,345 2,122,426 2,181,401 Junior subordinated debentures issued to capital trusts Level 2 56,065 57,779 55,718 53,889 Accrued interest payable (4) Level 1 18,839 18,839 33,066 33,066 (1) Represents equity securities without a readily determinable fair value measured at costs less impairment, if any. (2) The carrying amount is presented gross without the allowance for credit losses. (3) Included in other assets. (4) Included in accrued expenses and other liabilities. 95 2020 Form 10-K INVESTMENT SECURITIES (Note 4) Equity Securities Equity securities carried at fair value totaled $ 29.4 million and $ 41.4 million at December 31, 2020 and 2019, respectively. At December 31, 2020, Valley's equity securities consisted of one publicly traded money market mutual fund, CRA investments both public traded and privately held and, to a lesser extent, equity securities without readily determinable fair values. Available for Sale Debt Securities The amortized cost, gross unrealized gains and losses and fair value of investment securities available for sale at December 31, 2020 and 2019 were as follows: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) December 31, 2020 U.S. Treasury securities $ 50,031 $ 1,362 $ — $ 51,393 U.S. government agency securities 25,067 1,103 ( 13 ) 26,157 Obligations of states and political subdivisions: Obligations of states and state agencies 40,861 970 ( 32 ) 41,799 Municipal bonds 37,489 731 ( 69 ) 38,151 Total obligations of states and political subdivisions 78,350 1,701 ( 101 ) 79,950 Residential mortgage-backed securities 1,050,369 40,426 ( 773 ) 1,090,022 Corporate and other debt securities 89,689 2,294 ( 32 ) 91,951 Total investment securities available for sale $ 1,293,506 $ 46,886 $ ( 919 ) $ 1,339,473 December 31, 2019 U.S. Treasury securities $ 50,952 $ 12 $ ( 21 ) $ 50,943 U.S. government agency securities 28,982 280 ( 19 ) 29,243 Obligations of states and political subdivisions: Obligations of states and state agencies 78,116 540 ( 83 ) 78,573 Municipal bonds 90,662 902 ( 86 ) 91,478 Total obligations of states and political subdivisions 168,778 1,442 ( 169 ) 170,051 Residential mortgage-backed securities 1,248,814 11,234 ( 5,262 ) 1,254,786 Corporate and other debt securities 61,261 628 ( 111 ) 61,778 Total investment securities available for sale $ 1,558,787 $ 13,596 $ ( 5,582 ) $ 1,566,801 2020 Form 10-K 96 The age of unrealized losses and fair value of related securities available for sale at December 31, 2020 and 2019 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) December 31, 2020 U.S. government agency securities $ — $ — $ 1,479 $ ( 13 ) $ 1,479 $ ( 13 ) Obligations of states and political subdivisions: Obligations of states and state agencies — — 1,010 ( 32 ) 1,010 ( 32 ) Municipal bonds 6,777 ( 69 ) — — 6,777 ( 69 ) Total obligations of states and political subdivisions 6,777 ( 69 ) 1,010 ( 32 ) 7,787 ( 101 ) Residential mortgage-backed securities 41,418 ( 500 ) 27,911 ( 273 ) 69,329 ( 773 ) Corporate and other debt securities 12,517 ( 32 ) — — 12,517 ( 32 ) Total $ 60,712 $ ( 601 ) $ 30,400 $ ( 318 ) $ 91,112 $ ( 919 ) December 31, 2019 U.S. Treasury securities $ 25,019 $ ( 21 ) $ — $ — $ 25,019 $ ( 21 ) U.S. government agency securities — — 1,783 ( 19 ) 1,783 ( 19 ) Obligations of states and political subdivisions: Obligations of states and state agencies 18,540 ( 21 ) 8,755 ( 62 ) 27,295 ( 83 ) Municipal bonds — — 13,177 ( 86 ) 13,177 ( 86 ) Total obligations of states and political subdivisions 18,540 ( 21 ) 21,932 ( 148 ) 40,472 ( 169 ) Residential mortgage-backed securities 240,412 ( 1,194 ) 282,798 ( 4,068 ) 523,210 ( 5,262 ) Corporate and other debt securities 5,139 ( 111 ) — — 5,139 ( 111 ) Total $ 289,110 $ ( 1,347 ) $ 306,513 $ ( 4,235 ) $ 595,623 $ ( 5,582 ) Within the available for sale debt securities portfolio, the total number of security positions in an unrealized loss position at December 31, 2020 was 58 as compared to 182 at December 31, 2019. As of December 31, 2020, 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 $ 789.0 million. 97 2020 Form 10-K The contractual maturities of available for sale debt securities at December 31, 2020 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. December 31, 2020 Amortized Cost Fair Value (in thousands) Due in one year $ 14,553 $ 14,555 Due after one year through five years 82,656 85,179 Due after five years through ten years 92,674 94,629 Due after ten years 53,254 55,088 Residential mortgage-backed securities 1,050,369 1,090,022 Total investment securities available for sale $ 1,293,506 $ 1,339,473 Actual maturities of available for sale 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 available for sale was 3.4 years at December 31, 2020. Impairment Analysis of Available for Sale Debt Securities Valley's available for sale debt securities portfolio includes corporate bonds and revenue bonds, among other securities. These types of securities 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, including due to the economic effects of COVID-19 pandemic. Available for sale debt securities in unrealized loss positions are evaluated for impairment related to credit losses on a quarterly basis. See Note 1 for further information regarding Valley's accounting policy. Valley has evaluated available for sale debt securities that are in an unrealized loss position as of December 31, 2020 included in the table above and has determined that the declines in fair value are mainly attributable to market volatility, not credit quality or other factors. Based on a comparison of the present value of expected cash flows to the amortized cost, management recognized no impairment during the year ended December 31, 2020 and, as a result, there was no allowance for credit losses for available for sale debt securities at December 31, 2020. During 2019, Valley recognized a $ 2.9 million impairment charge on one special revenue bond classified as available for sale (within the obligations of states and state agencies in the tables above). The impairment was due to severe credit deterioration disclosed by the issuer in the second quarter 2019, as well as the issuer's default on its contractual payment. At December 31, 2020, the non-accruing impaired security had an adjusted amortized cost and fair value of $ 680 thousand and $ 815 thousand, respectively. At December 31, 2020, the revenue bonds, included in the obligations of states and political subdivisions, are a mix of municipal bonds with investment grade ratings or non-rated revenue bonds mostly secured by Ginnie Mae securities that are commonly referred to as Tax Exempt Mortgage Securities (TEMS) and paying in accordance with their contractual terms. 2020 Form 10-K 98 Held to Maturity Debt Securities The amortized cost, gross unrealized gains and losses and fair value of investment debt securities held to maturity at December 31, 2020 and 2019 were as follows: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) December 31, 2020 U.S. Treasury securities $ 68,126 $ 7,358 $ — $ 75,484 U.S. government agency securities 6,222 291 — 6,513 Obligations of states and political subdivisions: Obligations of states and state agencies 262,762 8,060 ( 105 ) 270,717 Municipal bonds 207,497 6,292 — 213,789 Total obligations of states and political subdivisions 470,259 14,352 ( 105 ) 484,506 Residential mortgage-backed securities 1,550,306 39,603 ( 254 ) 1,589,655 Trust preferred securities 37,348 50 ( 7,365 ) 30,033 Corporate and other debt securities 40,750 672 ( 1 ) 41,421 Total investment securities held to maturity $ 2,173,011 $ 62,326 $ ( 7,725 ) $ 2,227,612 December 31, 2019 U.S. Treasury securities $ 138,352 $ 5,761 $ — $ 144,113 U.S. government agency securities 7,345 58 ( 41 ) 7,362 Obligations of states and political subdivisions: Obligations of states and state agencies 297,454 7,745 ( 529 ) 304,670 Municipal bonds 203,251 5,696 ( 10 ) 208,937 Total obligations of states and political subdivisions 500,705 13,441 ( 539 ) 513,607 Residential mortgage-backed securities 1,620,119 14,803 ( 5,350 ) 1,629,572 Trust preferred securities 37,324 39 ( 5,981 ) 31,382 Corporate and other debt securities 32,250 454 ( 20 ) 32,684 Total investment securities held to maturity $ 2,336,095 $ 34,556 $ ( 11,931 ) $ 2,358,720 99 2020 Form 10-K The age of unrealized losses and fair value of related securities held to maturity at December 31, 2020 and 2019 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) December 31, 2020 Obligations of states and political subdivisions $ 5,546 $ ( 105 ) $ — $ — $ 5,546 $ ( 105 ) Residential mortgage-backed securities 21,599 ( 245 ) 2,470 ( 9 ) 24,069 ( 254 ) Trust preferred securities — — 28,630 ( 7,365 ) 28,630 ( 7,365 ) Corporate and other debt securities 10,749 ( 1 ) — — 10,749 ( 1 ) Total $ 37,894 $ ( 351 ) $ 31,100 $ ( 7,374 ) $ 68,994 $ ( 7,725 ) December 31, 2019 U.S. government agency securities $ 5,183 $ ( 41 ) $ — $ — $ 5,183 $ ( 41 ) Obligations of states and political subdivisions: Obligations of states and state agencies 11,178 ( 55 ) 32,397 ( 474 ) 43,575 ( 529 ) Municipal bonds — — 798 ( 10 ) 798 ( 10 ) Total obligations of states and political subdivisions 11,178 ( 55 ) 33,195 ( 484 ) 44,373 ( 539 ) Residential mortgage-backed securities 307,885 ( 1,387 ) 254,915 ( 3,963 ) 562,800 ( 5,350 ) Trust preferred securities — — 29,990 ( 5,981 ) 29,990 ( 5,981 ) Corporate and other debt securities — — 4,980 ( 20 ) 4,980 ( 20 ) Total $ 324,246 $ ( 1,483 ) $ 323,080 $ ( 10,448 ) $ 647,326 $ ( 11,931 ) Within the securities held to maturity portfolio, the total number of security positions in an unrealized loss position at December 31, 2020 was 13 as compared to 82 at December 31, 2019. As of December 31, 2020, the fair value of debt securities held to maturity that were pledged to secure public deposits, repurchase agreements, lines of credit, and for other purposes required by law was $ 1.4 billion. The contractual maturities of investments in debt securities held to maturity at December 31, 2020 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. December 31, 2020 Amortized Cost Fair Value (in thousands) Due in one year $ 28,174 $ 28,290 Due after one year through five years 234,392 246,981 Due after five years through ten years 150,859 154,904 Due after ten years 209,280 207,782 Residential mortgage-backed securities 1,550,306 1,589,655 Total investment securities held to maturity $ 2,173,011 $ 2,227,612 Actual maturities of held to maturity 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 4.2 years at December 31, 2020. 2020 Form 10-K 100 Credit Quality Indicators Valley monitors the credit quality of the held to maturity debt securities utilizing the most current credit ratings from external rating agencies. The following table summarizes the amortized cost of held to maturity debt securities by external credit rating at December 31, 2020 and 2019. AAA/AA/A Rated BBB rated Non-investment grade rated Non-rated Total (in thousands) December 31, 2020 U.S. Treasury securities $ 68,126 $ — $ — $ — $ 68,126 U.S. government agency securities 6,222 — — — 6,222 Obligations of states and political subdivisions: Obligations of states and state agencies 228,286 — 5,650 28,826 262,762 Municipal bonds 166,408 — — 41,089 207,497 Total obligations of states and political subdivisions 394,694 — 5,650 69,915 470,259 Residential mortgage-backed securities 1,550,306 — — — 1,550,306 Trust preferred securities — — — 37,348 37,348 Corporate and other debt securities — 5,000 — 35,750 40,750 Total investment securities held to maturity $ 2,019,348 $ 5,000 $ 5,650 $ 143,013 $ 2,173,011 December 31, 2019 U.S. Treasury securities $ 138,352 $ — $ — $ — $ 138,352 U.S. government agency securities 7,345 — — — 7,345 Obligations of states and political subdivisions: Obligations of states and state agencies 248,533 5,722 — 43,199 297,454 Municipal bonds 202,642 — — 609 203,251 Total obligations of states and political subdivisions 451,175 5,722 — 43,808 500,705 Residential mortgage-backed securities 1,620,119 — — — 1,620,119 Trust preferred securities — — — 37,324 37,324 Corporate and other debt securities — 5,000 — 27,250 32,250 Total investment securities held to maturity $ 2,216,991 $ 10,722 $ — $ 108,382 $ 2,336,095 Obligations of states and political subdivisions include municipal bonds and revenue bonds issued by various municipal corporations. At December 31, 2020, most of the obligations of states and political subdivisions were rated investment grade and a large portion of the "non-rated" category included TEMS securities secured by Ginnie Mae securities. Trust preferred securities consist of non-rated single-issuer securities, issued by bank holding companies. Corporate bonds consist of debt primarily issued by banks. Allowance for Credit Losses for Held to Maturity Debt Securities Valley has a zero loss expectation for certain securities within the held to maturity portfolio, and therefore it is not required to estimate an allowance for credit losses related to these securities under the CECL standard. After an evaluation of qualitative factors, Valley identified the following securities types which it believes qualify for this exclusion: U.S. Treasury securities, U.S. agency securities, residential mortgage-backed securities issued by Ginnie Mae, Fannie Mae and Freddie Mac, and collateralized municipal bonds called TEMS. To measure the expected credit losses on held to maturity debt securities that have loss expectations, Valley estimates the expected credit losses using a discounted cash flow model developed by a third-party. See Note 1 for further details. At December 31, 2020, held to maturity debt securities were carried net of allowance for credit losses totaling $ 1.4 million. Valley recorded a provision for credit losses of $ 635 thousand during the year December 31, 2020. There were no net charge-offs of debt securities in the respective periods. Realized Gains and Losses 101 2020 Form 10-K Gross gains and losses realized on sales, maturities and other securities transactions included in earnings for the years ended December 31, 2020, 2019 and 2018 were as follows: 2020 2019 2018 (in thousands) Sales transactions: Gross gains $ 665 $ — $ 1,769 Gross losses ( 9 ) — ( 3,881 ) $ 656 $ — $ ( 2,112 ) Maturities and other securities transactions: Gross gains $ 34 $ 67 $ 42 Gross losses ( 166 ) ( 217 ) ( 272 ) $ ( 132 ) $ ( 150 ) $ ( 230 ) Net gains (losses) on securities transactions $ 524 $ ( 150 ) $ ( 2,342 ) Net gains on sales transactions for the year ended December 31, 2020 (as presented in the table above) primarily related to the sales of $ 30 million of certain available for sale municipal securities. Net losses on sales transactions in 2018 primarily related to the sales of equity securities previously classified as available for sale, certain municipal securities acquired from USAB and all of Valley's private label mortgage-backed securities classified as available for sale, including securities that were previously impaired. LOANS AND ALLOWANCE FOR CREDIT LOSSES FOR LOANS (Note 5) The detail of the loan portfolio as of December 31, 2020 and 2019 was as follows: 2020 2019 (in thousands) Loans: Commercial and industrial * $ 6,861,708 $ 4,825,997 Commercial real estate: Commercial real estate 16,724,998 15,996,741 Construction 1,745,825 1,647,018 Total commercial real estate loans 18,470,823 17,643,759 Residential mortgage 4,183,743 4,377,111 Consumer: Home equity 431,553 487,272 Automobile 1,355,955 1,451,623 Other consumer 913,330 913,446 Total consumer loans 2,700,838 2,852,341 Total loans $ 32,217,112 $ 29,699,208 * Includes $ 2.2 billion of loans originated under the SBA Paycheck Protection Program (PPP), net of unearned fees totaling $ 43.2 million at December 31, 2020. Total loans include net unearned discounts and deferred loan fees of $ 95.8 million at December 31, 2020 and net unearned premiums and deferred loan costs totaling and $ 12.6 million at December 31, 2019. Net unearned discounts and deferred loan fees at December 31, 2020 include the non-credit discount on PCD loans and net unearned fees related to PPP loans. Accrued interest on loans, which is excluded from the amortized cost of loans held for investment, totaled $ 90.2 million and $ 86.3 million at December 31, 2020 and December 31, 2019, respectively, and is presented separately in the consolidated statements of financial condition. Valley transferred and sold $ 30.0 million and $ 436.5 million of residential mortgage loans from the loan portfolio to loans held for sale in 2020 and 2019, respectively. Valley transferred and sold $ 798 million of commercial real estate loans 2020 Form 10-K 102 from the loan portfolio to loans held for sale in 2019. Excluding the loan transfers, there were no other sales of loans from the held for investment portfolio during the years December 31, 2020 and 2019. Related Party Loans In the ordinary course of business, Valley has granted loans to certain directors, executive officers and their affiliates (collectively referred to as “related parties”). These loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other unaffiliated persons and do not involve more than normal risk of collectability. All loans to related parties are performing as of December 31, 2020. The following table summarizes the changes in the total amounts of loans and advances to the related parties during the year ended December 31, 2020: 2020 (in thousands) Outstanding at beginning of year $ 193,281 New loans and advances 71,356 Repayments ( 25,012 ) Outstanding at end of year $ 239,625 Loan Portfolio Risk Elements and Credit Risk Management Credit risk management. For all 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 appetite. 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. Commercial and industrial loans. A significant portion 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. Whenever possible, Valley will obtain the personal guarantee of the borrower’s principals to mitigate the risk. Unsecured loans, when m ade, are generally granted to the Bank’s most credit worthy borrowers. Unsecured commercial and industrial loans totaled $ 2.7 billion (including $ 2.2 billion of SBA guaranteed PPP loans) and $ 606.1 million at December 31, 2020 and 2019, respectively. The commercial portfolio also includes taxi medallion loans totaling approximately $ 97.5 million with related reserves of $ 66.4 million at December 31, 2020. All of these loans are on non-accrual status due to ongoing weakness exhibited in the taxi industry caused by strong competition from alternative ride-sharing services and the economic stress caused by COVID-19 pandemic. Commercial real estate loans . Commercial real estate loans are subject to underwriting standards and processes similar to commercial and industrial loans but generally they involve larger principal balances and longer repayment periods as compared to commercial and industrial loans. Commercial real estate loans are viewed primarily as cash flow loans and secondarily as loans secured by real property. 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 103 2020 Form 10-K 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 are 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 mostly located in northern and central New Jersey, the New York City metropolitan area, and Florida. Valley’s ability to be repaid on such loans is closely linked to the economic and real estate market conditions in these regions. 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 80 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 the strength or weakness of 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 exposures in personal lines of credit (mainly those secured by cash surrender value of life insurance), credit card loans and personal loans. Unsecured consumer loans totaled approximately $ 49.4 million and $ 53.9 million, including $ 8.8 million and $ 8.2 million of credit card loans, at December 31, 2020 and 2019, respectively. Management believes the aggregate risk exposure to unsecured loans and lines of credit was not significant at December 31, 2020. 2020 Form 10-K 104 Credit Quality The following table presents past due, current and non-accrual loans without an allowance for credit losses by loan portfolio class (including PCD loans) at December 31, 2020: Past Due and Non-Accrual Loans 30-59 Days Past Due Loans 60-89 Days Past Due Loans 90 Days or More Past Due Loans Non-Accrual Loans Total Past Due Loans Current Loans Total Loans Non-Accrual Loans Without Allowance for Credit Losses (in thousands) December 31, 2020 Commercial and industrial $ 6,393 $ 2,252 $ 9,107 $ 106,693 $ 124,445 $ 6,737,263 $ 6,861,708 $ 4,075 Commercial real estate: Commercial real estate 35,030 1,326 993 46,879 84,228 16,640,770 16,724,998 32,416 Construction 315 — — 84 399 1,745,426 1,745,825 — Total commercial real estate loans 35,345 1,326 993 46,963 84,627 18,386,196 18,470,823 32,416 Residential mortgage 17,717 10,351 3,170 25,817 57,055 4,126,688 4,183,743 11,610 Consumer loans: Home equity 953 492 — 4,936 6,381 425,172 431,553 50 Automobile 8,056 1,107 245 338 9,746 1,346,209 1,355,955 — Other consumer 1,248 224 26 535 2,033 911,297 913,330 — Total consumer loans 10,257 1,823 271 5,809 18,160 2,682,678 2,700,838 50 Total $ 69,712 $ 15,752 $ 13,541 $ 185,282 $ 284,287 $ 31,932,825 $ 32,217,112 $ 48,151 105 2020 Form 10-K The following table presents past due, non-accrual and current loans by loan portfolio class at December 31, 2019. At December 31, 2019, purchased credit-impaired (PCI) loans were excluded from past due and non-accrual loans reported because they continued to earn interest income from the accretable yield at the pool level. The PCI loan pools are accounted for as PCD loans (on a loan level basis with a related allowance for credit losses) under the CECL standard adopted at January 1, 2020 and reported in the past due loans and non-accrual loans in the table above at December 31, 2020. Past Due and Non-Accrual Loans 30-59 Days Past Due Loans 60-89 Days Past Due Loans 90 Days Or More Past Due Non-Accrual Loans Total Past Due Loans Current Non-PCI Loans PCI Loans (in thousands) December 31, 2019 Commercial and industrial $ 11,700 $ 2,227 $ 3,986 $ 68,636 $ 86,549 $ 4,057,434 $ 682,014 Commercial real estate: Commercial real estate 2,560 4,026 579 9,004 16,169 10,886,724 5,093,848 Construction 1,486 1,343 — 356 3,185 1,492,532 151,301 Total commercial real estate loans 4,046 5,369 579 9,360 19,354 12,379,256 5,245,149 Residential mortgage 17,143 4,192 2,042 12,858 36,235 3,760,707 580,169 Consumer loans: Home equity 1,051 80 — 1,646 2,777 373,243 111,252 Automobile 11,482 1,581 681 334 14,078 1,437,274 271 Other consumer 1,171 866 30 224 2,291 900,411 10,744 Total consumer loans 13,704 2,527 711 2,204 19,146 2,710,928 122,267 Total $ 46,593 $ 14,315 $ 7,318 $ 93,058 $ 161,284 $ 22,908,325 $ 6,629,599 If interest on non-accrual loans had been accrued in accordance with the original contractual terms, such interest income would have amounted to approximately $ 6.2 million , $ 2.5 million, and $ 3.6 million for the years ended December 31, 2020, 2019 and 2018, respectively; none of these amounts were included in interest income during these periods. 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. 2020 Form 10-K 106 The following table presents the internal loan classification risk by loan portfolio class by origination year (including PCD loans) based on the most recent analysis performed at December 31, 2020: Term Loans Amortized Cost Basis by Origination Year December 31, 2020 2020 2019 2018 2017 2016 Prior to 2016 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Total (in thousands) Commercial and industrial Risk Rating: Pass $ 3,058,596 $ 605,112 $ 556,284 $ 212,215 $ 162,483 $ 337,484 $ 1,677,559 $ 350 $ 6,610,083 Special Mention 819 10,236 2,135 9,502 10,228 14,165 49,883 51 97,019 Substandard 5,215 3,876 12,481 1,798 4,215 12,965 18,913 462 59,925 Doubtful — 5,203 1 17,010 2,596 69,871 — — 94,681 Total commercial and industrial $ 3,064,630 $ 624,427 $ 570,901 $ 240,525 $ 179,522 $ 434,485 $ 1,746,355 $ 863 $ 6,861,708 Commercial real estate Risk Rating: Pass $ 3,096,549 $ 3,052,076 $ 2,230,047 $ 1,767,528 $ 1,798,137 $ 3,916,990 $ 199,145 $ 15,532 $ 16,076,004 Special Mention 50,193 68,203 44,336 48,813 66,845 109,295 1,705 — 389,390 Substandard 18,936 17,049 30,997 59,618 11,541 118,725 2,531 — 259,397 Doubtful — — — — — 207 — — 207 Total commercial real estate $ 3,165,678 $ 3,137,328 $ 2,305,380 $ 1,875,959 $ 1,876,523 $ 4,145,217 $ 203,381 $ 15,532 $ 16,724,998 Construction Risk Rating: Pass $ 145,246 $ 120,800 $ 111,174 $ 15,497 $ 47,971 $ 20,029 $ 1,199,034 $ — $ 1,659,751 Special Mention — 1,043 — — 9,996 17,414 47,311 — 75,764 Substandard — 26 246 2,628 17 380 7,013 — 10,310 Total construction $ 145,246 $ 121,869 $ 111,420 $ 18,125 $ 57,984 $ 37,823 $ 1,253,358 $ — $ 1,745,825 107 2020 Form 10-K For residential mortgages, automobile, home equity and other consumer loan portfolio classes, 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 amortized cost in those loan classes (including PCD loans) based on payment activity by origination year as of December 31, 2020: Term Loans Amortized Cost Basis by Origination Year December 31, 2020 2020 2019 2018 2017 2016 Prior to 2016 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Total (in thousands) Residential mortgage Performing $ 730,764 $ 778,161 $ 684,761 $ 582,650 $ 380,723 $ 943,616 $ 64,798 $ — $ 4,165,473 90 days or more past due — 3,085 4,212 3,464 4,144 3,365 — — 18,270 Total residential mortgage $ 730,764 $ 781,246 $ 688,973 $ 586,114 $ 384,867 $ 946,981 $ 64,798 $ — $ 4,183,743 Consumer loans Home equity Performing $ 8,580 $ 10,634 $ 11,756 $ 8,886 $ 5,340 $ 15,393 $ 318,869 $ 50,879 $ 430,337 90 days or more past due — — — — 25 83 378 730 1,216 Total home equity 8,580 10,634 11,756 8,886 5,365 15,476 319,247 51,609 431,553 Automobile Performing 426,121 438,181 272,075 151,523 50,853 16,550 — — 1,355,303 90 days or more past due 19 108 173 223 35 94 — — 652 Total automobile 426,140 438,289 272,248 151,746 50,888 16,644 — — 1,355,955 Other Consumer Performing 12,271 5,558 6,815 1,112 1,077 5,314 880,748 — 912,895 90 days or more past due — — — — — 22 5 408 435 Total other consumer 12,271 5,558 6,815 1,112 1,077 5,336 880,753 408 913,330 Total Consumer $ 446,991 $ 454,481 $ 290,819 $ 161,744 $ 57,330 $ 37,456 $ 1,200,000 $ 52,017 $ 2,700,838 The following table presents the credit exposure by internally assigned risk rating by class of loans (excluding PCI loans) based on the most recent analysis performed at December 31, 2019: Credit exposure— by internally assigned risk rating Special Total Non-PCI Pass Mention Substandard Doubtful Loans (in thousands) December 31, 2019 Commercial and industrial $ 3,982,453 $ 33,718 $ 66,511 $ 61,301 $ 4,143,983 Commercial real estate 10,781,587 77,884 42,560 862 10,902,893 Construction 1,487,877 7,486 354 — 1,495,717 Total $ 16,251,917 $ 119,088 $ 109,425 $ 62,163 $ 16,542,593 2020 Form 10-K 108 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 December 31, 2019: Credit exposure— by payment activity Performing Loans Non-Performing Loans Total Non-PCI Loans (in thousands) December 31, 2019 Residential mortgage $ 3,784,084 $ 12,858 $ 3,796,942 Home equity 374,374 1,646 376,020 Automobile 1,451,018 334 1,451,352 Other consumer 902,478 224 902,702 Total $ 6,511,954 $ 15,062 $ 6,527,016 The following table presents the recorded investment in PCI loans by class based on individual loan payment activity as of December 31, 2019: Credit exposure— Performing Non-Performing Total by payment activity Loans Loans PCI Loans (in thousands) December 31, 2019 Commercial and industrial $ 653,997 $ 28,017 $ 682,014 Commercial real estate 5,065,388 28,460 5,093,848 Construction 148,692 2,609 151,301 Residential mortgage 571,006 9,163 580,169 Consumer 120,356 1,911 122,267 Total $ 6,559,439 $ 70,160 $ 6,629,599 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). At the adoption of ASU 2016-13, Valley was not required to reassess whether modifications to individual PCI loans prior to January 1, 2020 met the TDR loan criteria. Generally 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 may also involve payment deferrals but 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 $ 57.4 million and $ 73.0 million as of December 31, 2020 and 2019, respectively. Non-performing TDRs totaled $ 92.8 million and $ 65.1 million as of December 31, 2020 and 2019, respectively. 109 2020 Form 10-K The following table presents pre- and post-modification amortized cost of loans by loan class modified as TDRs (excluding PCI loans prior to the adoption of ASU 2016-13) during the years ended December 31, 2020 and 2019. 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 December 31, 2020 and 2019, respectively. Troubled Debt Restructurings Number of Contracts Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment ($ in thousands) December 31, 2020 Commercial and industrial 42 $ 46,090 $ 42,679 Commercial real estate 6 24,683 21,654 Residential mortgage 12 2,377 2,323 Consumer 1 72 70 Total 61 $ 73,222 $ 66,726 December 31, 2019 Commercial and industrial 111 $ 77,781 $ 73,503 Commercial real estate 2 3,143 3,098 Residential mortgage 2 376 374 Consumer 2 215 207 Total 117 $ 81,515 $ 77,182 The total TDRs presented in the table above had allocated a specific allowance for loan losses that totaled $ 21.1 million and $ 36.0 million at December 31, 2020 and 2019, respectively. There were $ 7.7 million and $ 4.9 million in loan charge-offs related to loans modified as TDRs for the years ended December 31, 2020 and 2019, respectively . At December 31, 2020, the commercial and industrial loan category in the above table mostly consisted of non-accrual TDR taxi medallion loans classified as substandard and doubtful. Valley did not extend any commitments to lend additional funds to borrowers whose loans have been modified as TDRs during the year ended December 31, 2020. Loans modified as TDRs (excluding PCI loan modifications prior to the adoption of ASU 2016-13) in the years ended December 31, 2020 and 2019, and for which there was a payment default ( 90 or more days past due) were as follows: Years Ended December 31, 2020 2019 Troubled Debt Restructurings Subsequently Defaulted Number of Contracts Recorded Investment Number of Contracts Recorded Investment ($ in thousands) Commercial and industrial 27 $ 23,247 43 $ 31,782 Residential mortgage 1 247 1 154 Total 28 $ 23,494 44 $ 31,936 Coronavirus Aid, Relief, and Economic Security (CARES) Act loan modifications . In response to the COVID-19 pandemic and its economic impact to certain customers, Valley implemented short-term loan modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that were insignificant, when requested by customers. These modifications complied with the CARES Act to provide temporary payment relief to those borrowers directly impacted by COVID-19 who were not more than 30 days past due as of December 31, 2019. Generally, the modification terms allow for a deferral of payments for up to 90 days, which Valley may extend for an additional 90 days. Any extensions beyond this period were made in accordance with applicable regulatory guidance. As of December 31, 2020, Valley had approximately $ 361 million of outstanding loans remaining in their payment deferral period under short-term modifications. Under the applicable guidance, none of these loans were considered TDRs as of December 31, 2020. Collateral dependent loans. Loans are collateral-dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. When Valley determines that foreclosure is probable, the collateral dependent loan balances are written down to the estimated current fair value (less estimated selling costs) resulting in an immediate charge-off to the allowance, excluding any consideration for personal guarantees that may be pursued in the Bank’s collection process. 2020 Form 10-K 110 The following table presents collateral dependent loans by class as of December 31, 2020: 2020 (in thousands) Commercial and industrial $ 106,239 Commercial real estate 41,562 Residential mortgage 28,176 Home equity 50 Total $ 176,027 Commercial and industrial loans reported in the table above are primarily collateralized by taxi medallions. Commercial real estate loans are collateralized by real estate and construction loans. Residential and home equity loans are collateralized by residential real estate. Purchased Credit-Impaired Loans The table below includes disclosure requirements prior to the adoption of ASU No. 2016-13 on January 1, 2020, and presents changes in the accretable yield for PCI loans for the year ended December 31, 2019: 2019 (in thousands) Balance, beginning of period $ 875,958 Acquisition 600,178 Accretion ( 214,415 ) Net decrease in expected cash flows ( 10,995 ) Balance, end of period $ 1,250,726 The net decrease in expected cash flows for certain pools of loans (included in the table above) is recognized prospectively as an adjustment to the yield over the estimated remaining life of the individual pools. The net decrease in the expected cash flows totaling approximately $ 11.0 million for the year ended December 31, 2019 was largely due to the high volume of contractual principal prepayments caused by the low level of market interest rates. Allowance for Credit Losses for Loans The allowance for credit losses for loans under the new CECL standard adopted on January 1, 2020, consisted of the allowance for loan losses and the allowance for unfunded credit commitments. Prior periods reflect the allowance for credit losses for loans under the incurred loss model under the previously applicable U.S. GAAP. The following table summarizes the allowance for credit losses for loans at December 31, 2020 and 2019: 2020 2019 (in thousands) Components of allowance for credit losses for loans: Allowance for loan losses $ 340,243 $ 161,759 Allowance for unfunded credit commitments 11,111 2,845 Total allowance for credit losses for loans $ 351,354 $ 164,604 111 2020 Form 10-K The following table summarizes the provision for credit losses for loans for the years ended December 31, 2020, 2019 and 2018: 2020 2019 2018 (in thousands) Components of provision for credit losses for loans: Provision for loan losses $ 123,922 $ 25,809 $ 31,661 Provision for unfunded credit commitments 1,165 ( 1,591 ) 840 Total provision for credit losses for loans $ 125,087 $ 24,218 $ 32,501 The following table details the activity in the allowance for loan losses by portfolio segment for the years ended December 31, 2020 and 2019: Commercial and Industrial Commercial Real Estate Residential Mortgage Consumer Total (in thousands) December 31, 2020 Allowance for loan losses: Beginning balance $ 104,059 $ 45,673 $ 5,060 $ 6,967 $ 161,759 Impact of ASU 2016-13 adoption* 15,169 49,797 20,575 6,990 92,531 Beginning balance, adjusted 119,228 95,470 25,635 13,957 254,290 Loans charged-off ( 34,630 ) ( 767 ) ( 598 ) ( 9,294 ) ( 45,289 ) Charged-off loans recovered 1,956 1,506 670 3,188 7,320 Net (charge-offs) recoveries ( 32,674 ) 739 72 ( 6,106 ) ( 37,969 ) Provision for loan losses 44,516 67,904 3,166 8,336 123,922 Ending balance $ 131,070 $ 164,113 $ 28,873 $ 16,187 $ 340,243 December 31, 2019 Allowance for loan losses: Beginning balance $ 90,956 $ 49,650 $ 5,041 $ 6,212 $ 151,859 Loans charged-off ( 13,260 ) ( 158 ) ( 126 ) ( 8,671 ) ( 22,215 ) Charged-off loans recovered 2,397 1,237 66 2,606 6,306 Net (charge-offs) recoveries ( 10,863 ) 1,079 ( 60 ) ( 6,065 ) ( 15,909 ) Provision for loan losses 23,966 ( 5,056 ) 79 6,820 25,809 Ending balance $ 104,059 $ 45,673 $ 5,060 $ 6,967 $ 161,759 * Includes a $ 61.6 million increase representing the estimated expected credit losses for PCD loans as a result of the adoption of CECL on January 1, 2020. Valley incorporated a multi-scenario economic forecast for estimating lifetime expected credit losses at December 31, 2020. As a result of the deterioration in economic conditions caused by the COVID-19 pandemic during 2020 and the related increase in economic uncertainty, Valley increased its probability weighting for the most severe economic scenario as compared to those at January 1, 2020. The increase in the allowance for credit losses for loans from January 1, 2020 reflected the impact of the adverse economic forecast within Valley's lifetime expected credit loss estimate, as well as other qualitative factors. 2020 Form 10-K 112 The following table represents the allocation of the allowance for loan losses and the related loans by loan portfolio segment disaggregated based on the allowance measurement methodology for the years ended December 31, 2020 and 2019. Commercial and Industrial Commercial Real Estate Residential Mortgage Consumer Total (in thousands) December 31, 2020 Allowance for loan losses: Individually evaluated for credit losses $ 73,063 $ 1,338 $ 1,206 $ 264 $ 75,871 Collectively evaluated for credit losses 58,007 162,775 27,667 15,923 264,372 Total $ 131,070 $ 164,113 $ 28,873 $ 16,187 $ 340,243 Loans: Individually evaluated for credit losses $ 131,057 $ 61,754 $ 35,151 $ 1,631 $ 229,593 Collectively evaluated for credit losses 6,730,651 18,409,069 4,148,592 2,699,207 31,987,519 Total $ 6,861,708 $ 18,470,823 $ 4,183,743 $ 2,700,838 $ 32,217,112 December 31, 2019 Allowance for loan losses: Individually evaluated for credit losses $ 36,662 $ 1,338 $ 518 $ 58 $ 38,576 Collectively evaluated for credit losses 67,397 44,335 4,542 6,909 123,183 Total $ 104,059 $ 45,673 $ 5,060 $ 6,967 $ 161,759 Loans: Individually evaluated for credit losses $ 100,860 $ 51,242 $ 10,689 $ 853 $ 163,644 Collectively evaluated for credit losses 4,043,123 12,347,368 3,786,253 2,729,221 22,905,965 Loans acquired with discounts related to credit quality 682,014 5,245,149 580,169 122,267 6,629,599 Total $ 4,825,997 $ 17,643,759 $ 4,377,111 $ 2,852,341 $ 29,699,208 Impaired loans . Impaired loans disclosures presented below as of December 31, 2019 represent requirements prior to the adoption of ASU No. 2016-13 on January 1, 2020. 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 restructurings, are individually evaluated for impairment. PCI loans were not classified as impaired loans because they are accounted for on a pool basis and were paying as expected. The following table presents information about impaired loans by loan portfolio class at December 31, 2019: Recorded Investment With No Related Allowance Recorded Investment With Related Allowance Total Recorded Investment Unpaid Contractual Principal Balance Related Allowance (in thousands) December 31, 2019 Commercial and industrial $ 14,617 $ 86,243 $ 100,860 $ 114,875 $ 36,662 Commercial real estate: Commercial real estate 26,046 24,842 50,888 51,258 1,338 Construction 354 — 354 354 — Total commercial real estate loans 26,400 24,842 51,242 51,612 1,338 Residential mortgage 5,836 4,853 10,689 11,800 518 Consumer loans: Home equity 366 487 853 956 58 Total consumer loans 366 487 853 956 58 Total $ 47,219 $ 116,425 $ 163,644 $ 179,243 $ 38,576 Interest income recognized on a cash basis for impaired loans classified as non-accrual was not material for the years ended December 31, 2019 and 2018. 113 2020 Form 10-K LEASES (Note 6) The following table presents the components of the right of use (ROU) assets and lease liabilities in the consolidated statements of financial condition by lease type at December 31, 2020 and 2019. December 31, 2020 2019 (in thousands) ROU assets: Operating leases $ 251,293 $ 284,255 Finance leases 760 874 Total $ 252,053 $ 285,129 Lease liabilities: Operating leases $ 275,248 $ 308,060 Finance leases 1,427 1,789 Total $ 276,675 $ 309,849 Net occupancy and equipment expense included lease cost of $ 29.0 million, net of sublease income of $ 3.5 million, for the year ended December 31, 2018. In 2019, Valley closed a sale-leaseback transaction for 26 properties, consisting of 25 branches and 1 corporate office, for an aggregate sales price of $ 100.5 million. As a result, Valley recorded a pre-tax net gain totaling $ 78.5 million in 2019. Additionally, Valley recorded ROU assets and lease obligations totaling $ 78.4 million, respectively, for the lease of the 26 properties with an expected term of 12.0 years and operating lease costs of $ 7.9 million within occupancy and equipment expense on a straight-line basis annually over the term of the lease. The following table presents the components by lease type, of total lease cost recognized in the consolidated statements of income for the years ended December 31, 2020 and 2019: 2020 2019 (in thousands) Finance lease cost: Amortization of ROU assets $ 363 $ 291 Interest on lease liabilities 146 191 Operating lease cost 36,094 34,175 Short-term lease cost 783 410 Variable lease cost 4,296 3,573 Sublease income ( 2,520 ) ( 3,422 ) Total lease cost (included in net occupancy and equipment expense) $ 39,162 $ 35,218 The following table presents supplemental cash flow information related to leases for the years ended December 31, 2020 and 2019: 2020 2019 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 35,943 $ 34,380 Operating cash flows from finance leases 146 192 Financing cash flows from finance leases 612 492 2020 Form 10-K 114 The following table presents supplemental information related to leases at December 31, 2020 and 2019: December 31, 2020 2019 Weighted-average remaining lease term Operating leases 12.3 years 12.8 years Finance leases 2.0 years 3.0 years Weighted-average discount rate Operating leases 3.56 % 3.68 % Finance leases 7.45 % 8.25 % The following table presents a maturity analysis of lessor and lessee arrangements outstanding as of December 31, 2020: Lessor Lessee Direct Financing and Sales-Type Leases Operating Leases Finance Leases (in thousands) 2021 $ 188,580 $ 35,175 $ 769 2022 166,076 32,788 769 2023 139,589 29,288 11 2024 103,498 28,036 — 2025 59,049 26,991 — Thereafter 40,126 194,732 — Total lease payments 696,918 347,010 1,549 Less: present value discount ( 53,369 ) ( 71,762 ) ( 122 ) Total $ 643,549 $ 275,248 $ 1,427 The total net investment in direct financing and sales-type leases was $ 643.5 million and $ 478.8 million at December 31, 2020 and 2019, respectively, comprised of $ 641.3 million and $ 477.1 million in lease receivables and $ 2.2 million and $ 1.7 million in unguaranteed residuals, respectively. Total lease income was $ 25.2 million, $ 19.4 million and $ 14.7 million for the years ended December 31, 2020, 2019, and 2018, respectively. PRE MISES AND EQUIPMENT, N ET (Note 7) At December 31, 2020 and 2019, premises and equipment, net consisted of: 2020 2019 (in thousands) Land $ 90,379 $ 93,594 Buildings 214,476 220,140 Leasehold improvements 88,898 85,042 Furniture and equipment 282,701 274,715 Total premises and equipment 676,454 673,491 Accumulated depreciation and amortization ( 356,657 ) ( 338,958 ) Total premises and equipment, net $ 319,797 $ 334,533 Depreciation and amortization of premises and equipment included in non-interest expense for the years ended December 31, 2020, 2019 and 2018 was approximately $ 30.6 million, $ 29.4 million, and $ 27.6 million, respectively. 115 2020 Form 10-K GOODWILL AND OTHER INTANGIBLE ASSETS (Note 8) The changes in the carrying amount of goodwill as allocated to our business segments, or reporting units thereof, for goodwill impairment analysis were: Business Segment / Reporting Unit* Wealth Management Consumer Lending Commercial Lending Investment Management Total (in thousands) Balance at December 31, 2018 $ 21,218 $ 287,025 $ 557,850 $ 218,572 $ 1,084,665 Goodwill from business combinations — 19,547 267,917 1,496 288,960 Balance at December 31, 2019 $ 21,218 $ 306,572 $ 825,767 $ 220,068 $ 1,373,625 Goodwill from business combinations — 597 8,175 45 8,817 Balance at December 31, 2020 $ 21,218 $ 307,169 $ 833,942 $ 220,113 $ 1,382,442 * Valley’s Wealth Management Division is comprised of trust, asset management and insurance services. This reporting unit is included in the Consumer Lending segment for financial reporting purposes. Certain estimates for acquired assets and assumed liabilities are subject to change for up to one year after the acquisition date. During 2020, goodwill from business combinations reflects the effect of the combined adjustments to the estimated fair values of certain loans, current taxes payable and deferred tax assets as of the acquisition date. See Note 2 for further details. There was no imp airment of goodwill during the years ended December 31, 2020, 2019 and 2018. The following tables summarize other intangible assets as of December 31, 2020 and 2019: Gross Intangible Assets Accumulated Amortization Valuation Allowance Net Intangible Assets (in thousands) December 31, 2020 Loan servicing rights $ 103,150 $ ( 80,340 ) $ ( 865 ) $ 21,945 Core deposits 101,160 ( 53,747 ) — 47,413 Other 3,945 ( 2,854 ) — 1,091 Total other intangible assets $ 208,255 $ ( 136,941 ) $ ( 865 ) $ 70,449 December 31, 2019 Loan servicing rights $ 94,827 $ ( 70,095 ) $ ( 47 ) $ 24,685 Core deposits 101,160 ( 40,384 ) — 60,776 Other 3,945 ( 2,634 ) — 1,311 Total other intangible assets $ 199,932 $ ( 113,113 ) $ ( 47 ) $ 86,772 Core deposits are amortized using an accelerated method and have a weighted average amortization period of 8.9 years. The line item labeled “Other” included in the table above primarily consists of customer lists which are amortized over their expected lives generally using a straight-line method and have a weighted average amortization period of 7.6 years. Valley recorded $ 20.7 million of core deposit intangibles resulting from the Oritani acquisition. Valley evaluates core deposits and other intangibles for impairment when an indication of impairment exists. No impairment was recognized during the years ended December 31, 2020, 2019 and 2018. 2020 Form 10-K 116 The following table summarizes the change in loan servicing rights during the years ended December 31, 2020, 2019 and 2018: 2020 2019 2018 (in thousands) Loan servicing rights: Balance at beginning of year $ 24,732 $ 24,193 $ 22,084 Origination of loan servicing rights 8,322 7,473 8,216 Amortization expense ( 10,244 ) ( 6,934 ) ( 6,107 ) Balance at end of year $ 22,810 $ 24,732 $ 24,193 Valuation allowance: Balance at beginning of year $ ( 47 ) $ ( 83 ) $ ( 471 ) Impairment adjustment ( 818 ) 36 388 Balance at end of year $ ( 865 ) $ ( 47 ) $ ( 83 ) Balance at end of year, net of valuation allowance $ 21,945 $ 24,685 $ 24,110 Loan servicing rights are accounted for using the amortization method. As shown in the above table, Valley recorded net impairment charges on its loan servicing rights totaling $ 818 thousand for the year ended December 31, 2020 and net recoveries impairment charges totaling $ 36 thousand and $ 388 thousand for the years ended December 31, 2019 and 2018, respectively. The Bank is a servicer of residential mortgage loan portfolios, and it is compensated for loan administrative services performed for mortgage servicing rights of loans originated and sold by the Bank, and to a lesser extent, purchased mortgage servicing rights. The aggregate principal balances of residential mortgage loans serviced by the Bank for others approximated $ 3.5 billion, $ 3.4 billion and $ 3.2 billion at December 31, 2020, 2019 and 2018, respectively. The outstanding balance of loans serviced for others is not included in the consolidated statements of financial condition. Valley recognized amortization expense on other intangible assets, including net recoveries of impairment charges on loan servicing rights (reflected in the table above), of $ 24.6 million, $ 18.1 million and $ 18.4 million for the years ended December 31, 2020, 2019 and 2018, respectively. The following table presents the estimated amortization expense of other intangible assets over the next five-year period: Year Loan Servicing Rights Core Deposits Other (in thousands) 2021 $ 5,391 $ 11,607 $ 206 2022 3,969 9,876 191 2023 2,933 8,146 131 2024 2,210 6,537 117 2025 1,688 4,929 103 117 2020 Form 10-K DEPOSITS (Note 9) Included in time deposits are certificates of deposit over $250 thousand totaling $ 1.4 billion and $ 1.7 billion at December 31, 2020 and 2019, respectively. Interest expense on time deposits of $250 thousand or more totaled approximately $ 4.5 million, $ 5.8 million and $ 6.6 million in 2020, 2019 and 2018, respectively. The scheduled maturities of time deposits as of December 31, 2020 were as follows: Year Amount (in thousands) 2021 $ 5,877,581 2022 502,743 2023 167,077 2024 59,719 2025 38,229 Thereafter 69,329 Total time deposits $ 6,714,678 Deposits from certain directors, executive officers and their affiliates totaled $ 97.3 million and $ 67.1 million at December 31, 2020 and 2019, respectively. BORROWED FUNDS (Note 10) Short-Term Borrowings Short-term borrowings at December 31, 2020 and 2019 consisted of the following: 2020 2019 (in thousands) FHLB advances $ 1,000,000 $ 940,000 Securities sold under agreements to repurchase 147,958 153,280 Total short-term borrowings $ 1,147,958 $ 1,093,280 The weighted average interest rate for short-term borrowings was 0.38 percent and 1.68 percent at December 31, 2020 and 2019, respectively. Short-term FHLB advances totaling $ 200 million were hedged with cash flow interest rate swaps at December 31, 2020. See Note 15 for additional details. Long-Term Borrowings Long-term borrowings at December 31, 2020 and 2019 consisted of the following: 2020 2019 (in thousands) FHLB advances, net (1) $ 1,592,252 $ 1,480,012 Subordinated debt, net (2) 403,413 292,414 Securities sold under agreements to repurchase 300,000 350,000 Total long-term borrowings $ 2,295,665 $ 2,122,426 (1) FHLB advances are presented net of unamortized prepayment penalties and other purchase accounting adjustments totaling $ 2.6 million and $ 2.8 million at December 31, 2020 and 2019, respectively. (2) Subordinated debt is presented net of unamortized debt issuance costs totaling $ 2.7 million and $ 1.2 million at December 31, 2020 and 2019, respectively. FHLB Advances. Long-term FHLB advances had a weighted average interest rate of 2.02 percent and 2.23 percent at December 31, 2020 and 2019, respectively. FHLB advances are secured by pledges of certain eligible collateral, including but not limited to, U.S. government and agency mortgage-backed securities and a blanket assignment of qualifying first lien mortgage loans, consisting of both residential mortgage and commercial real estate loans. Long-term FHLB advances totaling $ 900 million were hedged with cash flow interest rate swaps at December 31, 2020. See Note 15 for additional details. 2020 Form 10-K 118 Long-Term Borrowings The long-term FHLB advances at December 31, 2020 are scheduled for contractual balance repayments as follows: Year Amount (in thousands) 2021 $ 552,519 2022 29,377 2023 428,163 2024 300,000 2025 279,635 Total long-term FHLB advances $ 1,589,694 There are no FHLB advances with scheduled repayments in years 2021 and thereafter, reported in the table above, which are callable for early redemption by the FHLB during 2021. In December 2020, Valley prepaid $ 534.3 million of long-term FHLB advances scheduled to mature in 2021 and 2022 with a weighted average effective interest rate of 2.48 percent. The transaction was funded with excess cash liquidity and accounted for as an early debt extinguishment resulting in a loss of $ 9.7 million reported within non-interest expense for the year ended December 31, 2020. In December 2019, Valley prepaid $ 635.0 million of long-term FHLB advances. These prepaid borrowings had contractual maturity dates in 2021 and 2022 and a weighted average interest rate of 3.93 percent. The debt prepayment was funded by cash proceeds from the sale of commercial real estate loans and overnight borrowings. The transaction was also accounted for as an early debt extinguishment and resulted in a loss of $ 32.0 million for the year ended December 31, 2019. Subordinated Debt. On June 5, 2020, Valley issued $ 115 million of 5.25 percent Fixed-to-Floating Rate subordinated notes issued in due June 15, 2030 and callable in whole or in part on or after June 15, 2025 or upon the occurrence of certain events. Interest on the subordinated notes during the initial five-year term through June 15, 2025 is payable semi-annually on June 15 and December 15. Thereafter, interest is expected to be set based on Three-Month Term SOFR plus 514 basis points and paid quarterly through maturity of the notes. The subordinated notes had a net carrying value of $ 113.3 million at December 31, 2020. At December 31, 2020, Valley also had the following subordinated debt outstanding: • $ 100 million of 4.55 percent subordinated debentures (notes) issued in June 2015 and due June 30, 2025 with no call dates or prepayments allowed unless certain conditions exist. Interest on the subordinated notes is payable semi-annually in arrears on June 30 and December 30 of each year. The subordinated notes had a net carrying value of $ 99.5 million and $ 99.4 million at December 31, 2020 and 2019, respectively. • $ 125 million of 5.125 percent subordinated notes issued in September 2013 and due September 27, 2023 with no call dates or prepayments allowed, unless certain conditions exist. Interest on the subordinated debentures is payable semi-annually in arrears on March 27 and September 27 of each year. In conjunction with the issuance, Valley entered into an interest rate swap transaction used to hedge the change in the fair value of the subordinated notes. In August 2016, the fair value interest rate swap with a notional amount of $ 125 million was terminated resulting in an adjusted fixed annual interest rate of 3.32 percent on the subordinated notes, after amortization of the derivative valuation adjustment recorded at the termination date. The subordinated notes had a net carrying value of $ 130.5 million and $ 132.4 million at December 31, 2020 and 2019, respectively. • $ 60 million of 6.25 percent subordinated notes, assumed on January 1, 2018 in connection with the acquisition of USAB. The notes are due April 1, 2026 callable beginning April 1, 2021. Interest on the subordinated debentures is payable semi-annually in arrears on April 1 and October 1 of each year. After purchase accounting adjustments, the subordinated notes had a net carrying value of $ 60.1 million and $ 60.6 million at December 31, 2020 and 2019, respectively. Long-term securities sold under agreements to repurchase (repos). The long-term repos had a weighted average interest rate of 3.37 percent and 1.94 percent at December 31, 2020 and 2019, respectively. Long-term repos outstanding as of December 31, 2020 all have maturities in 2021. In September 2020, Valley prepaid $ 50 million of long-term institutional repo borrowings with an interest rate of 3.70 percent and an original contractual maturity date in January 2022. The debt prepayment was funded by excess cash liquidity. 119 2020 Form 10-K The transaction was accounted for as an early debt extinguishment resulting in a loss of $ 2.4 million for the year ended December 31, 2020. Pledged Securities. The fair value of securities pledged to secure public deposits, repurchase agreements, lines of credit, FHLB advances and for other purposes required by law approximated $ 2.1 billion and $ 2.3 billion for December 31, 2020 and 2019, respectively. JUNIOR SUBORDINATED DEBENTURES ISSUED TO CAPITAL TRUSTS (Note 11) All of the statutory trusts presented in the table below were acquired in past bank acquisitions. These trusts were established for the sole purpose of issuing trust preferred securities and related trust common securities. The proceeds from such issuances were used by the trust to purchase an equivalent amount of junior subordinated debentures issued by the acquired bank, and now assumed by Valley. The junior subordinated debentures, the sole assets of the trusts, are unsecured obligations of Valley, and are subordinate and junior in right of payment to all present and future senior and subordinated indebtedness and certain other financial obligations of Valley. Valley does not consolidate its capital trusts based on U.S. GAAP but wholly owns all of the common securities of each trust. The table below summarizes the outstanding junior subordinated debentures and the related trust preferred securities issued by each trust as of December 31, 2020 and 2019: GCB Capital Trust III State Bancorp Capital Trust I State Bancorp Capital Trust II Aliant Statutory Trust II ($ in thousands) Junior Subordinated Debentures: December 31, 2020 Carrying value (1) $ 24,743 $ 9,125 $ 8,599 $ 13,598 Contractual principal balance 24,743 10,310 10,310 15,464 December 31, 2019 Carrying value (1) $ 24,743 $ 9,025 $ 8,468 $ 13,482 Contractual principal balance 24,743 10,310 10,310 15,464 Annual interest rate 3-mo. LIBOR+ 1.4 % 3-mo. LIBOR+ 3.45 % 3-mo. LIBOR+ 2.85 % 3-mo. LIBOR+ 1.8 % Stated maturity date July 30, 2037 November 7, 2032 January 23, 2034 December 15, 2036 Initial call date July 30, 2017 November 7, 2007 January 23, 2009 December 15, 2011 Trust Preferred Securities: December 31, 2020 and 2019 Face value $ 24,000 $ 10,000 $ 10,000 $ 15,000 Annual distribution rate 3-mo. LIBOR+ 1.4 % 3-mo. LIBOR+ 3.45 % 3-mo. LIBOR+ 2.85 % 3-mo. LIBOR+ 1.8 % Issuance date July 2, 2007 October 29, 2002 December 19, 2003 December 14, 2006 Distribution dates (2) Quarterly Quarterly Quarterly Quarterly (1) The carrying values include unamortized purchase accounting adjustments at December 31, 2020 and 2019. (2) All cash distributions are cumulative. The trust preferred securities are subject to mandatory redemption, in whole or in part, upon repayment of the junior subordinated debentures at the stated maturity date or upon early redemption. The trusts’ ability to pay amounts due on the trust preferred securities is solely dependent upon Valley making payments on the related junior subordinated debentures. Valley’s obligation under the junior subordinated debentures and other relevant trust agreements, in aggregate, constitutes a full and unconditional guarantee by Valley of the trusts’ obligations under the trust preferred securities issued. Under the junior subordinated debenture agreements, Valley has the right to defer payment of interest on the debentures and, therefore, distributions on the trust preferred securities, for up to five years , but not beyond the stated maturity dates in the table above. Currently, Valley has no intention to exercise its right to defer interest payments on the debentures. The trust preferred securities are included in Valley’s total risk-based capital (as Tier 2 capital) for regulatory purposes at December 31, 2020 and 2019. 2020 Form 10-K 120 BENEFIT PLANS (Note 12) Pension Plan The Bank has a non-contributory defined benefit plan (qualified plan) covering most of its employees. The qualified plan benefits are based upon years of credited service and the employee’s highest average compensation as defined. Additionally, the Bank has a supplemental non-qualified, non-funded retirement plan, which is designed to supplement the pension plan for key officers, and Valley has a non-qualified, non-funded directors’ retirement plan (both of these plans are referred to as the “non-qualified plans” below). Effective December 31, 2013, the benefits earned under the qualified and non-qualified plans were frozen. As a result, Valley re-measured the projected benefit obligation of the affected plans and the funded status of each plan at June 30, 2013. Consequently, participants in each plan will not accrue further benefits and their pension benefits will be determined based on their compensation and service as of December 31, 2013. Plan benefits will not increase for any compensation or service earned after such date. All participants were immediately vested in their frozen accrued benefits if they were employed by the Bank as of December 31, 2013. The following table sets forth the change in the projected benefit obligation, the change in fair value of plan assets and the funded status and amounts recognized in Valley’s consolidated financial statements for the qualified and non-qualified plans at December 31, 2020 and 2019: 2020 2019 (in thousands) Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 175,405 $ 157,364 Interest cost 4,941 6,113 Actuarial loss 18,813 20,001 Benefits paid ( 8,310 ) ( 8,073 ) Projected benefit obligation at end of year $ 190,849 $ 175,405 Change in fair value of plan assets: Fair value of plan assets at beginning of year $ 236,621 $ 210,508 Actual return on plan assets 30,987 32,835 Employer contributions 1,353 1,351 Benefits paid ( 8,310 ) ( 8,073 ) Fair value of plan assets at end of year* $ 260,651 $ 236,621 Funded status of the plan Asset recognized $ 69,802 $ 61,216 Accumulated benefit obligation 190,849 175,405 * Includes accrued interest receivable of $ 623 thousand and $ 641 thousand as of December 31, 2020 and 2019, respectively. Amounts recognized as a component of accumulated other comprehensive loss as of year-end that have not been recognized as a component of the net periodic pension expense for Valley’s qualified and non-qualified plans are presented in the following table. Valley expects to recognize approximately $ 1.5 million of the net actuarial loss reported in the following table as of December 31, 2020 as a component of net periodic pension expense during 2021. 2020 2019 (in thousands) Net actuarial loss $ 50,272 $ 46,248 Prior service cost 321 357 Deferred tax benefit ( 14,132 ) ( 13,168 ) Total $ 36,461 $ 33,437 121 2020 Form 10-K The non-qualified plans had a projected benefit obligation, accumulated benefit obligation, and fair value of plan assets as follows: 2020 2019 (in thousands) Projected benefit obligation $ 20,513 $ 20,081 Accumulated benefit obligation 20,513 20,081 Fair value of plan assets — — In determining discount rate assumptions, management looks to current rates on fixed-income corporate debt securities that receive a rating of AA or higher from either Moody’s or S&P with durations equal to the expected benefit payments streams required of each plan. The weighted average discount rate used in determining the actuarial present value of benefit obligations for the qualified and non-qualified plans was 2.52 percent a nd 3.32 percent as of December 31, 2020 and 2019, respectively. The net periodic pension income for the qualified and non-qualified plans reported within other non-interest expense included the following components for the years ended December 31, 2020, 2019 and 2018: 2020 2019 2018 (in thousands) Interest cost $ 4,941 $ 6,113 $ 5,542 Expected return on plan assets ( 17,200 ) ( 16,453 ) ( 15,912 ) Amortization of net loss 1,003 264 625 Total net periodic pension income $ ( 11,256 ) $ ( 10,076 ) $ ( 9,745 ) Valley estimated the interest cost component of net periodic pension income (as shown in the table above) using a spot rate approach for the plans by applying the specific spot rates along the yield curve to the relevant projected cash flows. Valley believes this provides a better estimate of interest costs than a single weighted average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the applicable period. Other changes in the qualified and non-qualified plan assets and benefit obligations recognized in other comprehensive income for the years ended December 31, 2020 and 2019 were as follows: 2020 2019 (in thousands) Net loss $ 5,026 $ 3,619 Amortization of prior service cost ( 136 ) ( 35 ) Amortization of actuarial loss ( 1,003 ) ( 264 ) Total recognized in other comprehensive income $ 3,887 $ 3,320 Total recognized in net periodic pension income and other comprehensive income (before tax) $ ( 7,233 ) $ ( 6,721 ) The benefit payments, which reflect expected future service, as appropriate, expected to be paid in future years are presented in the following table: Year Amount (in thousands) 2021 $ 8,889 2022 9,123 2023 9,389 2024 9,579 2025 9,726 Thereafter 49,314 2020 Form 10-K 122 The weighted average discount rate, expected long-term rate of return on assets and rate of compensation increase used in determining Valley’s pension expense for the years ended December 31, 2020, 2019 and 2018 were as follows: 2020 2019 2018 Discount rate - projected benefit obligation 3.29 % 4.30 % 3.69 % Discount rate - interest cost 2.62 % 3.99 % 3.31 % Expected long-term return on plan assets 7.50 % 7.50 % 7.50 % Rate of compensation increase N/A N/A N/A The expected rate of return on plan assets assumption is based on the concept that it is a long-term assumption independent of the current economic environment and changes would be made in the expected return only when long-term inflation expectations change, asset allocations change materially or when asset class returns are expected to change for the long-term. In accordance with Section 402 (c) of ERISA, the qualified plan’s investment managers are granted full discretion to buy, sell, invest and reinvest the portions of the portfolio assigned to them consistent with the Bank’s Pension Committee’s policy and guidelines. The target asset allocation set for the qualified plan is an approximate equal weighting of 50 percent fixed income securities and 50 percent equity securities. Although much depends upon market conditions, the absolute investment objective for the equity portion is to earn at least a mid-to-high single digit return, after adjustment by the Consumer Price Index (CPI), over rolling five-year periods. Relative performance should be above the median of a suitable grouping of other equity portfolios and a suitable index over rolling three-year periods. For the fixed income portion, the absolute objective is to earn a positive annual real return, after adjustment by the CPI, over rolling five-year periods. Relative performance should be better than the median performance of bonds when judged against a suitable index of other fixed income portfolios and above the Merrill Lynch Intermediate Government/Corporate Index over rolling three-year periods. Cash equivalents will be invested in money market funds or in other high quality instruments approved by the Trustees of the qualified plan. The exposure of the plan assets of the qualified plan to risk is limited by the Bank’s Pension Committee’s diversification of the investments into various investment options with multiple asset managers. The Pension Committee engages an investment management advisory firm that regularly monitors the performance of the asset managers and ensures they are within compliance of the policies adopted by the Trustees. If the risk profile and overall return of assets managed are not in line with the risk objectives or expected return benchmarks for the qualified plan, the advisory firm may recommend the termination of an asset manager to the Pension Committee. In general, the plan assets of the qualified plan are investment securities that are well-diversified in terms of industry, capitalization and asset class. The following table presents the qualified plan weighted-average asset allocations by asset category that are measured at fair value on a recurring basis by level within the fair value hierarchy under ASC Topic 820. Financial assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. See Note 3 for further details regarding the fair value hierarchy. Fair Value Measurements at Reporting Date Using: % of Total Investments December 31, 2020 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) ($ in thousands) Assets: Investments: Equity securities 37 % $ 94,434 $ 94,434 $ — $ — U.S. Treasury securities 20 52,549 52,549 — — Corporate bonds 20 51,410 — 51,410 — Mutual funds 18 48,041 48,041 — — U.S. government agency securities 3 8,174 — 8,174 — Cash and money market funds 2 5,420 5,420 — — Total investments 100 % $ 260,028 $ 200,444 $ 59,584 $ — 123 2020 Form 10-K Fair Value Measurements at Reporting Date Using: % of Total Investments December 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) ($ in thousands) Assets: Investments: Equity securities 32 % $ 75,633 $ 75,633 $ — $ — U.S. Treasury securities 22 51,732 51,732 — — Corporate bonds 21 51,221 — 51,221 — Mutual funds 18 42,119 42,119 — — U.S. government agency securities 3 6,263 — 6,263 — Cash and money market funds 4 9,013 9,013 — — Total investments 100 % $ 235,981 $ 178,497 $ 57,484 $ — The following is a description of the valuation methodologies used for assets measured at fair value: Equity securities, U.S. Treasury securities and cash and money market funds are valued at fair value in the table above utilizing exchange quoted prices in active markets for identical instruments (Level 1 inputs). Mutual funds are measured at their respective net asset values, which represents fair values of the securities held in the funds based on exchange quoted prices available in active markets (Level 1 inputs). Corporate bonds and U.S. government agency securities are reported at fair value utilizing Level 2 inputs. The prices for these investments are derived from market quotations and matrix pricing obtained through an independent pricing service. Such 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. Based upon actuarial estimates, Valley does not expect to make any contributions to the qualified plan. Funding requirements for subsequent years are uncertain and will significantly depend on whether the plan’s actuary changes any assumptions used to calculate plan funding levels, the actual return on plan assets, changes in the employee groups covered by the plan, and any legislative or regulatory changes affecting plan funding requirements. For tax planning, financial planning, cash flow management or cost reduction purposes, Valley may increase, accelerate, decrease or delay contributions to the plan to the extent permitted by law. Other Qualified Plan On December 1, 2019, Valley assumed obligations under Oritani’s Pentegra Defined Benefit Plan for Financial Institutions (“Pentegra DB Plan”). The Pentegra DB Plan's Employer Identification Number is 13-5645888 and the Plan Number is 333. The Pentegra DB Plan is a tax-qualified defined-benefit multiple-employer plan. Under the Pentegra DB Plan, contributions made by a participating employer may be used to provide benefits to participants of other participating employers. The Pentegra DB Plan was frozen as of December 31, 2008. During 2020, Valley withdrew from the Pentegra DB Plan and distributed annuities to participants based on the actuarial computation of their pension benefit. Valley recognized approximately $ 1.1 million of expense included in other non-interest expense related to the final contribution to the Pentegra DB Plan and distribution of the annuities for the year ended December 31, 2020. Other Non-Qualified Plans Valley maintains separate non-qualified plans for former directors and senior management of Merchants Bank of New York acquired in January of 2001. At December 31, 2020 and 2019, the remaining obligations under these plans were $ 1.4 million and $ 1.6 million, respectively, of which $ 399 thousand and $ 451 thousand, respectively, were funded by Valley. As of December 31, 2020 and 2019, all of the obligations were included in other liabilities and $ 731 thousand (net of a $ 286 thousand tax benefit) and $ 803 thousand (net of a $ 314 thousand tax benefit), respectively, were recorded in accumulated other comprehensive loss. The $ 1.0 million in accumulated other comprehensive loss will be reclassified to expense on a straight-line basis over the remaining benefit periods of these non-qualified plans. 2020 Form 10-K 124 Valley assumed, in the Oritani acquisition on December 1, 2019, certain obligations under non-qualified retirement plans described below: • Non-qualified benefit equalization plans (BEP) that provided supplemental benefits to certain eligible executives and officers. The BEP plans were terminated on November 30, 2019 and the funded obligation under the BEP plans totaled $ 26.8 million on December 31, 2019. The accrued benefits were fully distributed to the participants on July 1, 2020. • Non-qualified benefit equalization pension plan that provided benefits to certain officers who were disallowed certain benefits under former Oritani’s qualified pension plan. This plan was terminated on November 30, 2019 and the accrued benefits are payable to plan participants in five equal installments beginning annually on December 1, 2020 through December 1, 2024. The funded obligation under this plan totaled $ 1.3 million and $ 1.6 million at December 31, 2020 and 2019, respectively. • Supplemental Executive Retirement Income Agreement (the SERP) for the former CEO of Oritani. The SERP is a retirement benefit with a minimum payment period of 20 years upon death, disability, normal retirement, early retirement or separation from service after a change in control. Distributions from the plan began on July 1, 2020. The funded obligation under the SERP totaled $ 13.6 million and $ 13.0 million at December 31, 2020 and 2019, respectively. Valley recorded $ 1.5 million of expenses related to the SERP for the year ended December 31, 2020. The above Oritani non-qualified plans are secured by investments in money market mutual funds which are held in a trust and classified as equity securities on the consolidated statements of financial condition at both December 31, 2020 and 2019. Valley also assumed an Executive Group Life Insurance Replacement (“Split-Dollar”) Plan from Oritani. The Split-Dollar plan provides life insurance benefits to certain eligible employees upon death while employed or following termination of employment due to disability, retirement or change in control. Participants in the Split-Dollar plan are entitled to up to two times their base annual salary, as defined by the plan. The accrued liability for the Split-Dollar plan totaled $ 1.8 million and $ 961 thousand at December 31, 2020 and 2019, respectively. Valley recorded $ 812 thousand of expenses related to the Split-Dollar plan f or the year ended December 31, 2020. Bonus Plan Valley National Bank and its subsidiaries may award cash incentive and merit bonuses to its officers and employees based upon a percentage of the covered employees’ compensation as determined by the achievement of certain performance objectives. Amounts charged to salary expense were $ 25.1 million, $ 19.1 million and $ 18.8 million during 2020, 2019 and 2018, respectively. Savings and Investment Plan Valley National Bank maintains a 401(k) plan that covers eligible employees of the Bank and its subsidiaries and allows employees to contribute a percentage of their salary, with the Bank matching a certain percentage of the employee contribution in cash invested in accordance with each participant’s investment elections. The Bank recorded $ 10.1 million, $ 8.6 million and $ 8.5 million in expense for contributions to the plan for the years ended December 31, 2020, 2019 and 2018, respectively. Deferred Compensation Plan Valley has a non-qualified, unfunded deferred compensation plan maintained for the purpose of providing deferred compensation for selected employees participating in the 401(k) plan whose contributions are limited as a result of the limitations under section 401(a)(17) of the IRS Code. Each participant in the plan is permitted to defer per calendar year, up to five percent of the portion of the participant’s salary and cash bonus above the limit in effect under the Company's 401(k) plan and receive employer matching contributions that become fully vested after two years of participation in the plan. Plan participants also receive an annual interest crediting on their balances held as of December 31 each year. Benefits are generally paid to a participant in a single lump sum following the participant’s separation from service with Valley. Valley recorded plan expenses of $ 372 thousand, $ 273 thousand and $ 262 thousand for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020 and 2019, Valley had an unsecured general liability of $ 1.7 million and $ 1.0 million, respectively, included in accrued expenses and other liabilities in connection with this plan. Stock Based Compensation Valley currently has one active employee stock plan, the 2016 Long-Term Stock Incentive Plan (the 2016 Plan), adopted by Valley’s Board of Directors on January 29, 2016 and approved by its shareholders on April 28, 2016. The 2016 Plan is administered by the Compensation and Human Resources Committee (the Committee) appointed by Valley’s Board of Directors. The Committee can grant awards to officers and key employees of Valley. The primary purposes of the 2016 Plan are to provide additional incentive to officers and key employees of Valley and its subsidiaries, whose substantial contributions are 125 2020 Form 10-K essential to the continued growth and success of Valley, and to attract and retain competent and dedicated officers and other key employees whose efforts will result in the continued and long-term growth of Valley’s business. Under the 2016 Plan, Valley may award shares of common stock in the form of stock appreciation rights, both incentive and non-qualified stock options, restricted stock and restricted stock units (RSUs) to its employees and non-employee directors (for acting in their roles as board members). As of December 31, 2020 , 3.0 million sh ares of common stock were available for issuance under the 2016 Plan. The essential features of each award are described in the award agreement relating to that award. The grant, exercise, vesting, settlement or payment of an award may be based upon the fair value of Valley’s common stock on the last sale price reported for Valley’s common stock on such date or the last sale price reported preceding such date, except for performance-based awards with a market condition. The grant date fair values of performance-based awards that vest based on a market condition are determined by a third party specialist using a Monte Carlo valuation model. On January 26, 2021, the Board of Directors approved the Valley National Bancorp 2021 Incentive Compensation Plan (the 2021 Plan). The 2021 Plan is subject to approval by Valley shareholders at the Annual Meeting of Shareholders on April 19, 2021. The 2021 Plan would authorize the Committee to issue up to 9 million shares to Valley's employees and directors. Awards under the 2021 Plan will be granted in substantially the same manner as the 2016 Plan. The 2021 Plan is described in more detail in Valley's 2021 definitive proxy statement. Valley recorded total stock-based compensation expense of $ 16.5 million, $ 15.0 million and $ 19.5 million for the years ended December 31, 2020, 2019 and 2018, respectively. The stock-based compensation expense for 2020, 2019 and 2018 included $ 1.5 million, $ 2.1 million and $ 4.3 million, respectively, related to stock awards granted to retirement eligible employees. In 2020 and 2019, compensation expense for these awards was amortized monthly over a one year period after the grant date. Prior to 2019, award grantees who were eligible for retirement did not have a service period requirement and the expense was immediately recognized. The fair values of all other stock awards are expensed over the shorter of the vesting or required service period. As of December 31, 2020, the unrecognized amortization expense for all stock-based compensation totaled approximately $ 17.8 million and will be recognized over an average remaining vesting period of approximately 1.76 years . Restricted Stock Units (RSUs) . Restricted stock units are awarded as (1) performance-based RSUs and (2) time-based RSUs. Performance based RSUs vest based on (i) growth in tangible book value per share plus dividends and (ii) total shareholder return as compared to our peer group. The performance based RSUs "cliff" vest after three years based on the cumulative performance of Valley during that time period. Generally, time-based RSUs vest ratably one-third each year over a three-year vesting period. The RSUs earn dividend equivalents (equal to cash dividends paid on Valley's common share) over the applicable performance or service period. Dividend equivalents, per the terms of the agreements, are accumulated and paid to the grantee at the vesting date, or forfeited if the applicable performance or service conditions are not met. The grant date fair value of the performance-based RSUs was $ 10.82 , $ 10.43 and $ 12.36 per share for the years ended December 31, 2020, 2019, and 2018, respectively. The grant date fair value of time-based RSUs was $ 10.29 and $ 10.32 for the years ended December 31, 2020 and 2019, respectively. Valley did not award time-based restricted stock units during 2018. The following table sets forth the changes in RSUs outstanding for the years ended December 31, 2020, 2019 and 2018: Restricted Stock Units Outstanding 2020 2019 2018 Outstanding at beginning of year 2,158,255 1,378,886 1,114,962 Acquired in business combinations — — 336,379 Granted 2,030,026 1,412,941 509,725 Vested ( 879,085 ) ( 500,204 ) ( 503,879 ) Forfeited ( 80,537 ) ( 133,368 ) ( 78,301 ) Outstanding at end of year 3,228,659 2,158,255 1,378,886 Restricted Stock. Restricted stock is awarded to key employees providing for the immediate award of our common stock subject to certain vesting and restrictions under the 2016 Plan. Compensation expense is measured based on the grant-date fair value of the shares. 2020 Form 10-K 126 The following table sets forth the changes in restricted stock awards (RSAs) outstanding for the years ended December 31, 2020, 2019 and 2018: Restricted Stock Awards Outstanding 2020 2019 2018 Outstanding at beginning of year 1,058,681 1,720,968 1,771,702 Granted — — 1,263,144 Vested ( 610,607 ) ( 547,653 ) ( 1,128,521 ) Forfeited ( 34,373 ) ( 114,634 ) ( 185,357 ) Outstanding at end of year 413,701 1,058,681 1,720,968 Valley did not award any shares of restricted stock dur ing 2020 and 20 19. Included in the RSAs granted (in the table above) during 2018 are 60 thousand shares issued to Valley directors, which are fully vested. Stock Options . The fair value of each option granted on the date of grant is estimated using a binomial option pricing model. The fair values are estimated using assumptions for dividend yield based on the annual dividend rate; the stock volatility, based on Valley’s historical and implied stock price volatility; the risk-free interest rates, based on the U.S. Treasury constant maturity bonds, in effect on the actual grant dates, with a remaining term approximating the expected term of the options; and expected exercise term calculated based on Valley’s historical exercise experience. The following table summarizes stock options activity as of December 31, 2020, 2019 and 2018 and changes during the years ended on those dates: 2020 2019 2018 Weighted Average Exercise Weighted Average Exercise Weighted Average Exercise Stock Options Shares Price Shares Price Shares Price Outstanding at beginning of year 3,453,516 $ 8 1,051,787 $ 7 446,980 $ 13 Acquired in business combinations — — 3,130,171 8 1,803,165 5 Exercised ( 249,308 ) 8 ( 716,920 ) 7 ( 975,325 ) 5 Forfeited or expired ( 217,861 ) 11 ( 11,522 ) 8 ( 223,033 ) 14 Outstanding at end of year 2,986,347 7 3,453,516 8 1,051,787 7 Exercisable at year-end 2,986,347 7 3,339,517 8 604,003 7 The following table summarizes information about stock options outstanding and exercisable at December 31, 2020: Options Outstanding and Exercisable Range of Exercise Prices Number of Options Weighted Average Remaining Contractual Life in Years Weighted Average Exercise Price $ 2 -$ 4 91,500 1.6 $ 3 4 - 6 149,248 4.3 5 6 - 8 2,687,999 0.9 7 8 - 10 32,000 7.3 10 10 - 12 25,600 7.7 10 2,986,347 1.3 7 127 2020 Form 10-K INCOME TAXES (Note 13) Income tax expense for the years ended December 31, 2020, 2019 and 2018 consisted of the following: 2020 2019 2018 (in thousands) Current expense: Federal $ 96,057 $ 95,317 $ 51,147 State 48,463 36,457 28,898 144,520 131,774 80,045 Deferred (benefit) expense: Federal ( 3,109 ) 10,444 ( 17,463 ) State ( 1,951 ) 4,784 5,683 ( 5,060 ) 15,228 ( 11,780 ) Total income tax expense $ 139,460 $ 147,002 $ 68,265 The tax effects of temporary differences that gave rise to the significant portions of the deferred tax assets and liabilities as of December 31, 2020 and 2019 were as follows: 2020 2019 (in thousands) Deferred tax assets: Allowance for credit losses $ 96,508 $ 44,486 Employee benefits 20,888 28,263 Net operating loss carryforwards 17,814 19,768 Purchase accounting 10,354 41,857 Other 24,677 19,904 Total deferred tax assets 170,241 154,278 Deferred tax liabilities: Pension plans 22,705 19,686 Depreciation 3,829 4,527 Investment securities 12,690 2,319 Other investments 9,584 7,731 Core deposit intangibles 12,960 16,620 Other 12,226 13,665 Total deferred tax liabilities 73,994 64,548 Valuation Allowance 916 916 Net deferred tax asset (included in other assets) $ 95,331 $ 88,814 Valley's federal net operating loss carryforwards totaled approximately $ 64.1 million at December 31, 2020 and expire during the period from 2029 through 2034. Valley's capital loss carryforwards totaled $ 3.1 million at December 31, 2020 and expire at December 31, 2023. State net operating loss carryforwards totaled approximately $ 92.2 million at December 31, 2020 and expire during the period from 2029 through 2038. Based upon taxes paid and projections of future taxable income over the periods in which the net deferred tax assets are deductible, management believes that it is more likely than not that Valley will realize the benefits, net of an immaterial valuation allowance, of these deductible differences and loss carryforwards. 2020 Form 10-K 128 Reconciliation between the reported income tax expense and the amount computed by multiplying consolidated income before taxes by the statutory federal income tax rate of 21 percent for the years ended December 31, 2020, 2019, and 2018 were as follows: 2020 2019 2018 (in thousands) Federal income tax at expected statutory rate $ 111,314 $ 95,927 $ 69,235 Increase (decrease) due to: State income tax expense, net of federal tax effect 36,744 32,581 23,851 Tax-exempt interest, net of interest incurred to carry tax-exempt securities ( 2,786 ) ( 3,118 ) ( 3,974 ) Bank owned life insurance ( 2,026 ) ( 1,637 ) ( 1,734 ) Tax credits from securities and other investments ( 10,071 ) ( 11,636 ) ( 20,798 ) FDIC insurance premium 3,283 2,507 3,318 Impact of the Tax Cuts and Jobs Act of 2017 — — ( 2,274 ) Addition to reserve for uncertainties — 31,123 — Other, net 3,002 1,255 641 Income tax expense $ 139,460 $ 147,002 $ 68,265 We invest in certain tax-advantaged investments that support qualified affordable housing projects, community development and, prior to 2019, renewable energy resources. Our investments in these projects are designed to generate a return primarily through the realization of federal and state income tax credits, and other tax benefits, over specified time periods. Third parties perform diligence on these investments for us on which we rely both at inception and on an on-going basis. We are subject to the risk that previously recorded tax credits, which remain subject to recapture by taxing authorities based on compliance features required to be met at the project level, may fail to meet certain government compliance requirements and may not be able to be realized. We previously invested in mobile solar generators sold and leased back by DC Solar and its affiliates (DC Solar). DC Solar had its assets frozen in December 2018 by the U.S. Department of Justice. DC Solar and related entities are in Chapter 7 bankruptcy. A group of investors who purchased mobile solar gener ators from, and leased them back to, DC Solar, including us received tax credits for making these renewable resource investments. During the fourth quarter 2019, several of the co- conspirators pleaded guilty to fraud in the on-going federal investigation. Based upon this information, Valley deemed that its tax positions related to the DC Solar funds did not meet the more likely than not recognition threshold in Valley's tax reserve assessment at December 31, 2019. The principals pled guilty to fraud in early 2020. As of December 31, 2020 and 2019, Valley believes that it was fully reserved for the renewable energy tax credits and other tax benefits previously recognized from the investments in the DC Solar funds plus interest. Valley will continue to evaluate all its existing tax positions, however, cannot provide assurance that it will not recognize additional tax provisions related to this uncertain tax liability in the future. A reconciliation of Valley’s gross unrecognized tax benefits for 2020, 2019 and 2018 is presented in the table below: 2020 2019 2018 (in thousands) Beginning balance $ 31,918 $ — $ 4,238 Additions based on tax positions related to prior years — 31,918 — Settlements with taxing authorities — — — Reductions due to expiration of statute of limitations — — ( 4,238 ) Ending balance $ 31,918 $ 31,918 $ — The entire balance of unrecognized tax benefits, if recognized, would favorably affect Valley's effective income tax rate. It is reasonably possible that the liability for unrecognized tax benefits could increase or decrease in the next twelve months due to completion of tax authorities’ exams or the expiration of statutes of limitations. Management estimates that the liability for unrecognized tax benefits could decrease by $ 3.5 million within the next twelve months. Valley’s policy is to report interest and penalties, if any, related to unrecognized tax benefits in income tax expense. Valley accrued approximately $ 7.6 million and 129 2020 Form 10-K $ 6.1 million of interest expense associated with Valley’s uncertain tax positions at December 31, 2020 and 2019, respectively. There was no interest expense accrued for uncertain tax positions during the year ended December 31, 2018. Valley monitors its tax positions for the underlying facts, circumstances, and information available including the federal investigation of DC Solar and changes in tax laws, case law and regulations that may necessitate subsequent de-recognition of previous tax benefits. Valley files income tax returns in the U.S. federal and various state jurisdictions. With few exceptions, Valley is no longer subject to U.S. federal and state income tax examinations by tax authorities for years before 2017. Valley is under examination by the IRS and also under routine examination by various state jurisdictions, and we expect the examinations to be completed within the next 12 months. Valley has considered, for all open audits, any potential adjustments in establishing our reserve for unrecognized tax benefits as of December 31, 2020. TAX CREDIT INVESTMENTS (Note 14) Valley’s tax credit investments are primarily related to investments promoting qualified affordable housing projects, and other investments related to community development and renewable energy sources. Some of these tax-advantaged investments support Valley’s regulatory compliance with the Community Reinvestment Act. Valley’s investments in these entities generate a return primarily through the realization of federal income tax credits, and other tax benefits, such as tax deductions from operating losses of the investments, over specified time periods. These tax credits and deductions are recognized as a reduction of income tax expense. Valley’s tax credit investments are carried in other assets on the consolidated statements of financial condition. Valley’s unfunded capital and other commitments related to the tax credit investments are carried in accrued expenses and other liabilities on the consolidated statements of financial condition. Valley recognizes amortization of tax credit investments, including impairment losses, within non-interest expense in the consolidated statements of income using the equity method of accounting. After initial measurement, the carrying amounts of tax credit investments with non-readily determinable fair values are increased to reflect Valley's share of income of the investee and are reduced to reflect its share of losses of the investee, dividends received and other-than-temporary impairments, if applicable. See the "Impairment Analysis" section below. The following table presents the balances of Valley’s affordable housing tax credit investments, other tax credit investments, and related unfunded commitments at December 31, 2020 and 2019: December 31, 2020 2019 (in thousands) Other Assets: Affordable housing tax credit investments, net $ 20,074 $ 25,049 Other tax credit investments, net 47,301 59,081 Total tax credit investments, net $ 67,375 $ 84,130 Other Liabilities: Unfunded affordable housing tax credit commitments $ 1,379 $ 1,539 Unfunded other tax credit commitments — 1,139 Total unfunded tax credit commitments $ 1,379 $ 2,678 2020 Form 10-K 130 The following table presents other information relating to Valley’s affordable housing tax credit investments and other tax credit investments for the years ended December 31, 2020, 2019 and 2018: 2020 2019 2018 (in thousands) Components of Income Tax Expense: Affordable housing tax credits and other tax benefits $ 5,414 $ 6,757 $ 6,713 Other tax credit investment credits and tax benefits 8,065 10,205 21,351 Total reduction in income tax expense $ 13,479 $ 16,962 $ 28,064 Amortization of Tax Credit Investments: Affordable housing tax credit investment losses $ 2,714 $ 2,184 $ 1,880 Affordable housing tax credit investment impairment losses 2,209 3,295 2,544 Other tax credit investment losses 2,234 5,668 1,970 Other tax credit investment impairment losses 6,178 9,245 17,806 Total amortization of tax credit investments recorded in non-interest expense $ 13,335 $ 20,392 $ 24,200 Impairment A nalysis An impairment loss is recognized when the fair value of the tax credit investment is less than its carrying value. The determination of whether a decline in value of a tax credit investment is other-than-temporary requires significant judgment and is performed separately for each investment. The tax credit investments are reviewed for impairment quarterly, or whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. These circumstances can include, but are not limited to, the following factors: • Evidence that Valley does not have the ability to recover the carrying amount of the investment; • The inability of the investee to sustain earnings; • A current fair value of the investment based upon cash flow projections that is less than the carrying amount; and • Change in the economic or technological environment that could adversely affect the investee’s operations On a quarterly basis, Valley obtains financial reporting on its underlying tax credit investment assets for each fund from the fund manager who is independent of Valley and the Fund Sponsor. The financial reporting is reviewed for deterioration in the financial condition of the fund, the level of cash flows and any significant losses or impairment charges. Valley also regularly reviews the condition and continuing prospects of the underlying operations of the investment with the fund manager, including any observations from site visits and communications with the Fund Sponsor, if available. Annually, Valley obtains the audited financial statements prepared by an independent accounting firm for each investment, as well as the annual tax returns. Generally, none of the aforementioned review factors are individually conclusive and the relative importance of each factor will vary based on facts and circumstances. However, the longer the expected period of recovery, the stronger and more objective the positive evidence needs to be in order to overcome the presumption that the impairment is other than temporary. If management determines that a decline in value is other than temporary per its quarterly and annual reviews, including current probable cash flow projections, the applicable tax credit investment is written down to its estimated fair value through an impairment charge to earnings, which establishes the new cost basis of the investment. During the first quarter 2019, Valley determined that future cash flows related to the remaining investments in three federal renewable energy tax credit funds sponsored by DC Solar (previously reported in other tax credit investments, net) were not probable based upon new information available, including the sponsor’s bankruptcy proceedings which were reclassified to Chapter 7 from Chapter 11 in late March 2019. As a result, Valley recognized impairment charge for the entire aggregate unamortized investment of $ 2.4 million for the first quarter 2019, which is included within amortization of tax credit investments for the year ended December 31, 2019. COMMITMENTS AND CONTINGENCIES (Note 15) Financial Instruments with Off-balance Sheet Risk In the ordinary course of business in meeting the financial needs of its customers, Valley, through its subsidiary Valley National Bank, is a party to various financial instruments, which are not reflected in the consolidated financial statements. These financial instruments include standby and commercial letters of credit, unused portions of lines of credit and 131 2020 Form 10-K commitments to extend various types of credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amounts recognized in the consolidated financial statements. The commitment or contract amount of these instruments is an indicator of the Bank’s level of involvement in each type of instrument as well as the exposure to credit loss in the event of non-performance by the other party to the financial instrument. The Bank seeks to limit any exposure of credit loss by applying the same credit policies in making commitments, as it does for on-balance sheet lending facilities. The following table provides a summary of financial instruments with off-balance sheet risk at December 31, 2020 and 2019: 2020 2019 (in thousands) Commitments under commercial loans and lines of credit $ 5,595,561 $ 5,550,967 Home equity and other revolving lines of credit 1,485,911 1,379,581 Standby letters of credit 293,900 296,036 Outstanding residential mortgage loan commitments 244,286 233,291 Commitments to sell loans 155,627 68,492 Commitments under unused lines of credit—credit card 68,735 44,527 Commercial letters of credit 1,663 2,887 Total $ 7,845,683 $ 7,575,781 Obligations to advance funds under commitments to extend credit, including commitments under unused lines of credit, are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have specified expiration dates, which may be extended upon request, or other termination clauses and generally require payment of a fee. These commitments do not necessarily represent future cash requirements as it is anticipated that many of these commitments will expire without being fully drawn upon. The Bank’s lending activity for outstanding loan commitments is primarily to customers within the states of New Jersey, New York, and Florida. Standby letters of credit represent the guarantee by the Bank of the obligations or performance of the bank customer in the event of the default of payment or nonperformance to a third party beneficiary. Loan sale commitments represent contracts for the sale of residential mortgage loans to third parties in the ordinary course of the Bank’s business. These commitments require the Bank to deliver loans within a specific period to the third party. The risk to the Bank is its non-delivery of loans required by the commitment, which could lead to financial penalties. The Bank has not defaulted on its loan sale commitments. Derivative Instruments and Hedging Activities Valley is exposed to certain risks arising from both its business operations and economic conditions. Valley principally manages its exposure to a wide variety of business and operational risks through management of its core business activities. Valley manages economic risks, including interest rate and liquidity risks, primarily by managing the amount, sources, and duration of its assets and liabilities and, from time to time, the use of derivative financial instruments. Specifically, Valley enters into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Valley’s derivative financial instruments are used to manage differences in the amount, timing, and duration of Valley’s known or expected cash receipts and its known or expected cash payments related to assets and liabilities as outlined below. Cash Flow Hedges of Interest Rate Risk. Valley’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, Valley uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the payment of either fixed or variable-rate amounts in exchange for the receipt of variable or fixed-rate amounts from a counterparty. At December 31, 2020, Valley had 10 interest rate swap agreements, with a total notional amount of $ 1.1 billion, to hedge the changes in cash flows associated with certain short-term FHLB advances and brokered deposits. Valley is required to pay fixed-rates of interest ranging from 0.05 percent to 0.67 percent and receives variable rates of interest that reset quarterly based on three-month LIBOR. Expiration dates for the swaps range from April 2021 to August 2022. Fair Value Hedges of Fixed Rate Assets and Liabilities. Valley is exposed to changes in the fair value of certain of its fixed rate assets or liabilities due to changes in benchmark interest rates based on one-month LIBOR. From time to time, Valley uses interest rate swaps to manage its exposure to changes in fair value. Interest rate swaps designated as fair value hedges 2020 Form 10-K 132 involve the receipt of variable rate payments from a counterparty in exchange for Valley making fixed rate payments over the life of the agreements without the exchange of the underlying notional amount. For derivatives that are designated and qualify as fair value hedges, the gain or loss on the derivative as well as the loss or gain on the hedged item attributable to the hedged risk are recognized in earnings. Valley includes the gain or loss on the hedged items in the same income statement line item as the loss or gain on the related derivatives. Valley's one interest rate swap used to hedge the change in the fair value of a commercial loan matured in November 2020. Valley did not have any fair value hedges at December 31, 2020. Non-designated Hedges. Derivatives not designated as hedges may be used to manage Valley’s exposure to interest rate movements or to provide service to customers but do not meet the requirements for hedge accounting under U.S. GAAP. Derivatives not designated as hedges are not entered into for speculative purposes. Valley executes interest rate swaps with commercial lending customers to facilitate their respective risk management strategies. These interest rate swaps with customers are simultaneously offset by interest rate swaps that Valley executes with a third party, such that Valley minimizes its net risk exposure resulting from such transactions. As these interest rate swaps do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. Valley sometimes enters into risk participation agreements with external lenders where the banks are sharing their risk of default on the interest rate swaps on participated loans. Valley either pays or receives a fee depending on the participation type. Risk participation agreements are credit derivatives not designated as hedges. Credit derivatives are not speculative and are not used to manage interest rate risk in assets or liabilities. Changes in the fair value in credit derivatives are recognized directly in earnings. At December 31, 2020, Valley had 26 credit swaps with an aggregate notional amount of $ 221.1 million related to risk participation agreements. At December 31, 2020, Valley h ad two "steepener" swaps with a total current notional amount of $ 10.4 million where the receive rate on the swap mirrors the pay rate on the brokered deposits. The rates paid on these types of hybrid instruments are based on a formula derived from the spread between the long and short ends of the constant maturity swap (CMS) rate curve. Although these types of instruments do not meet the hedge accounting requirements, the change in fair value of both the bifurcated derivative and the stand-alone swap tend to move in opposite directions with changes in three-month LIBOR rate and therefore provide an effective economic hedge. Valley regularly enters into mortgage banking derivatives which are non-designated hedges. These derivatives include interest rate lock commitments provided to customers to fund certain residential mortgage loans to be sold into the secondary market and forward commitments for the future delivery of such loans. Valley enters into forward commitments for the future delivery of residential mortgage loans when interest rate lock commitments are entered into in order to economically hedge the effect of future changes in interest rates on Valley’s commitments to fund the loans as well as on its portfolio of mortgage loans held for sale. Amounts included in the consolidated statements of financial condition related to the fair value of Valley’s derivative financial instruments were as follows: December 31, 2020 December 31, 2019 Fair Value Fair Value Other Assets Other Liabilities Notional Amount Other Assets Other Liabilities Notional Amount (in thousands) Derivatives designated as hedging instruments: Cash flow hedge interest swaps $ — $ 179 $ 1,100,000 $ — $ 1,484 $ 180,000 Fair value hedge interest rate swaps — — — — 229 7,281 Total derivatives designated as hedging instruments $ — $ 179 $ 1,100,000 $ — $ 1,713 $ 187,281 Derivatives not designated as hedging instruments: Interest rate swaps and other contracts (1) $ 387,008 $ 154,025 $ 8,889,557 $ 158,382 $ 42,020 $ 4,113,106 Mortgage banking derivatives 444 2,077 321,486 150 193 142,760 Total derivatives not designated as hedging instruments $ 387,452 $ 156,102 $ 9,211,043 $ 158,532 $ 42,213 $ 4,255,866 133 2020 Form 10-K (1) Other contracts include risk participation agreements. The Chicago Mercantile Exchange and London Clearing House variation margins are classified as a single-unit of account with the cash flow hedges and over-the-counter (OTC) non-designated derivative instruments. As a result, the fair value of the designated cash flow interest rate swaps assets and designated and non-designated interest rate swaps liabilities were reduced by variation margin treated as settlement of the related derivatives fair values for legal and accounting purposes as required by central clearing houses and reported in the table above on a net basis at December 31, 2020 and 2019. Gains (losses) included in the consolidated statements of income and in other comprehensive income (loss), on a pre-tax basis, related to interest rate derivatives designated as hedges of cash flows were as follows: 2020 2019 2018 (in thousands) Amount of loss reclassified from accumulated other comprehensive loss to interest expense $ ( 2,912 ) $ ( 1,808 ) $ ( 3,493 ) Amount of (loss) gain recognized in other comprehensive income ( 3,169 ) ( 1,380 ) 2,651 The net gains or losses related to cash flow hedge ineffectiveness were immaterial during the years ended December 31, 2020, 2019 and 2018. The accumulated net after-tax losses related to effective cash flow hedges included in accumulated other comprehensive loss were $ 4.0 million and $ 3.7 million at December 31, 2020 and 2019, respectively. Amounts reported in accumulated other comprehensive loss related to cash flow interest rate derivatives are reclassified to interest expense as interest payments are made on the hedged variable interest rate liabilities. Valley estimates that $ 3.4 million will be reclassified as an increase to interest expense in 2021. Gains (losses) included in the consolidated statements of income related to interest rate derivatives designated as hedges of fair value were as follows: 2020 2019 2018 (in thousands) Derivative—interest rate swaps: Interest income $ 229 $ 133 $ 290 Hedged item—loans, deposits and long-term borrowings: Interest income $ ( 229 ) $ ( 133 ) $ ( 290 ) The following table presents the hedged items related to interest rate derivatives designated as hedges of fair value and the cumulative basis fair value adjustment included in the net carrying amount of the hedged items at December 31, 2020 and 2019: Line Item in the Statement of Financial Position in Which the Hedged Item is Included Carrying Amount of the Hedged Asset Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Asset 2020 2019 2020 2019 (in thousands) Loans $ — $ 7,510 $ — $ 229 Net losses included in the consolidated statements of income related to derivative instruments not designated as hedging instruments were as follows: 2020 2019 2018 (in thousands) Non-designated hedge interest rate and credit derivatives Other non-interest expense $ 1,067 $ 898 $ 792 Fee income related to derivative interest rate swaps executed with commercial loan customers totaled $ 59.0 million , $ 33.4 million and $ 16.4 million for the years ended December 31, 2020, 2019 and 2018, respectively. 2020 Form 10-K 134 Collateral Requirements and Credit Risk Related Contingency Features. By using derivatives, Valley is exposed to credit risk if counterparties to the derivative contracts do not perform as expected. Management attempts to minimize counterparty credit risk through credit approvals, limits, monitoring procedures and obtaining collateral where appropriate. Credit risk exposure associated with derivative contracts is managed at Valley in conjunction with Valley’s consolidated counterparty risk management process. Valley’s counterparties and the risk limits monitored by management are periodically reviewed and approved by the Board of Directors. Valley has agreements with its derivative counterparties providing that if Valley defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then Valley could also be declared in default on its derivative counterparty agreements. Additionally, Valley has an agreement with several of its derivative counterparties that contains provisions that require Valley’s debt to maintain an investment grade credit rating from each of the major credit rating agencies from which it receives a credit rating. If Valley’s credit rating is reduced below investment grade, or such rating is withdrawn or suspended, then the counterparty could terminate the derivative positions and Valley would be required to settle its obligations under the agreements. As of December 31, 2020, Valley was in compliance with all of the provisions of its derivative counterparty agreements. As of December 31, 2020, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $ 152.8 million . Valley has derivative counterparty agreements that require minimum collateral posting thresholds for certain counterparties. BALANCE SHEET OFFSETTING (Note 16) Certain financial instruments, including certain OTC derivatives (mostly interest rate swaps) and repurchase agreements (accounted for as secured long-term borrowings), may be eligible for offset in the consolidated statements of financial condition and/or subject to master netting arrangements or similar agreements. OTC derivatives include interest rate swaps executed and settled bilaterally with counterparties without the use of an organized exchange or central clearing house (presented in the table below). The credit risk associated with bilateral OTC derivatives is managed through obtaining collateral and enforceable master netting agreements. Valley is party to master netting arrangements with its financial institution counterparties; however, Valley does not offset assets and liabilities under these arrangements for financial statement presentation purposes. The master netting arrangements provide for a single net settlement of all swap agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral, usually in the form of cash or marketable investment securities, is posted by the counterparty with net liability positions in accordance with contract thresholds. Master repurchase agreements which include “right of set-off” provisions generally have a legally enforceable right to offset recognized amounts. In such cases, the collateral would be used to settle the fair value of the repurchase agreement should Valley be in default. Total amount of collateral held or pledged can not exceed the net derivative fair values with the counterparty. 135 2020 Form 10-K The table below presents information about Valley’s financial instruments that are eligible for offset in the consolidated statements of financial condition as of December 31, 2020 and 2019. Gross Amounts Not Offset Gross Amounts Recognized Gross Amounts Offset Net Amounts Presented Financial Instruments Cash Collateral (1) Net Amount (in thousands) December 31, 2020 Assets: Interest rate swaps $ 150,487 $ — $ 150,487 $ — $ — $ 150,487 Liabilities: Interest rate swaps $ 150,487 $ — $ 150,487 $ — $ ( 150,487 ) $ — Repurchase agreements 300,000 — 300,000 ( 300,000 ) (2) — — Total liabilities $ 450,487 $ — $ 450,487 $ ( 300,000 ) $ ( 150,487 ) $ — December 31, 2019 Assets: Interest rate swaps $ 17,218 $ — $ 17,218 $ — $ — $ 17,218 Interest rate swaps $ 17,218 $ — $ 17,218 $ — $ ( 16,881 ) $ 337 Repurchase agreements 350,000 — 350,000 ( 350,000 ) (2) — — Total liabilities $ 367,218 $ — $ 367,218 $ ( 350,000 ) $ ( 16,881 ) $ 337 (1) Cash collateral pledged to our counterparties in relation to market value exposures of OTC derivative contracts in a liability position. (2) Represents the fair value of non-cash pledged investment securities. REGULATORY AND CAPITAL REQUIREMENTS (Note 17) Valley’s primary source of cash is dividends from the Bank. Valley National Bank, a national banking association, is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval. In addition, the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes. Valley and Valley National Bank are subject to the regulatory capital requirements administered by the Federal Reserve Bank and the OCC. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct significant impact on Valley’s consolidated financial statements. Under capital adequacy guidelines Valley and Valley National Bank must meet specific capital guidelines that involve quantitative measures of Valley’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. Capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require Valley and Valley National Bank to maintain minimum amounts and ratios of common equity Tier 1 capital, total and Tier 1 capital to risk-weighted assets, and Tier 1 capital to average assets, as defined in the regulations. Valley is required to maintain a common equity Tier 1 capital to risk-weighted assets ratio of 4.5 percent, Tier 1 capital to risk-weighted assets of 6.0 percent, ratio of total capital to risk-weighted assets of 8.0 percent, and minimum leverage ratio of 4.0 percent, plus a 2.5 percent capital conservation buffer added to the minimum requirements for capital adequacy purposes. As of December 31, 2020 and 2019, Valley and Valley National Bank exceeded all capital adequacy requirements (see table below). For regulatory capital purposes, in connection with the Federal Reserve Board’s final interim rule as of April 3, 2020, 100 percent of the CECL Day 1 impact to shareholders' equity equaling $ 28.2 million after-tax will be deferred for a two-year period ending January 1, 2022, at which time it will be phased in on a pro-rata basis over a three-year period ending January 1, 2025. Additionally, 25 percent of the reserve build (i.e., provision for credit losses less net charge-offs) for the year ended December 31, 2020 will be phased in over the same time frame. 2020 Form 10-K 136 The following table presents Valley’s and Valley National Bank’s actual capital positions and ratios under the Basel III risk-based capital guidelines at December 31, 2020 and 2019: Actual Minimum Capital Requirements To Be Well Capitalized Under Prompt Corrective Action Provision Amount Ratio Amount Ratio Amount Ratio ($ in thousands) As of December 31, 2020 Total Risk-based Capital Valley $ 3,802,223 12.64 % $ 3,159,019 10.50 % N/A N/A Valley National Bank 3,839,922 12.76 3,158,842 10.50 $ 3,008,421 10.00 % Common Equity Tier 1 Capital Valley 2,991,085 9.94 2,106,013 7.00 N/A N/A Valley National Bank 3,607,625 11.99 2,105,894 7.00 1,955,473 6.50 Tier 1 Risk-based Capital Valley 3,205,926 10.66 2,557,301 8.50 N/A N/A Valley National Bank 3,607,625 11.99 2,557,158 8.50 2,406,736 8.00 Tier 1 Leverage Capital Valley 3,205,926 8.06 1,591,852 4.00 N/A N/A Valley National Bank 3,607,625 9.07 1,591,457 4.00 1,989,321 5.00 As of December 31, 2019 Total Risk-based Capital Valley $ 3,427,134 11.72 % $ 3,070,687 10.50 % N/A N/A Valley National Bank 3,416,674 11.69 3,069,894 10.50 $ 2,923,709 10.00 % Common Equity Tier 1 Capital Valley 2,754,524 9.42 2,047,125 7.00 N/A N/A Valley National Bank 3,152,070 10.78 2,046,596 7.00 1,900,411 6.50 Tier 1 Risk-based Capital Valley 2,968,530 10.15 2,485,795 8.50 N/A N/A Valley National Bank 3,152,070 10.78 2,485,153 8.50 2,338,967 8.00 Tier 1 Leverage Capital Valley 2,968,530 8.76 1,355,378 4.00 N/A N/A Valley National Bank 3,152,070 9.31 1,354,693 4.00 1,693,366 5.00 137 2020 Form 10-K COMMON AND PREFERRED STOCK (Note 18) Dividend Reinvestment Plan. Valley's transfer agent maintains its dividend reinvestment plan (DRIP) with shares purchased in the open market. The ability to issue authorized and previously unissued common stock or reissue treasury stock as part of Valley's DRIP was terminated effective February 12, 2018. During 2018, 87 thousand common shares were reissued from treasury stock or issued from authorized common shares under the DRIP for net proceeds totaling $ 1.0 million. Repurchase Plan. In 2007, Valley’s Board of Directors approved the repurchase of up to 4.7 million of common shares. Purchases of Valley’s common shares may be made from time to time in the open market or in privately negotiated transactions generally not exceeding prevailing market prices. Repurchased shares are held in treasury and are expected to be used for general corporate purposes. Under the repurchase plan, Valley made no purchases of its outstanding shares during the years ended December 31, 2020, 2019 and 2018 in the open market. Other Stock Repurchases. Valley purchases shares directly from its employees in connection with employee elections to withhold taxes related to the vesting of stock awards. During the years ended December 31, 2020, 2019 and 2018, Valley purchased approximately 510 thousand, 175 thousand and 441 thousand shares, respectively, of its outstanding common stock at an average price of $ 10.61 , $ 10.45 and $ 11.83 , respectively, for such purpose. Preferred Stock Series A Issuance. On June 19, 2015, Valley issued 4.6 million shares of its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, no par value per share, with a liquidation preference of $ 25 per share. Dividends on the preferred stock accrue and are payable quarterly in arrears, at a fixed rate per annum equal to 6.25 percent from the original issue date to, but excluding, June 30, 2025, and thereafter at a floating rate per annum equal to three-month LIBOR plus a spread of 3.85 percent. The net proceeds from the preferred stock offering totaled $ 111.6 million. Commencing June 30, 2025, Valley may redeem the preferred shares at the liquidation preference plus accrued and unpaid dividends, subject to certain conditions. Series B Issuance. On August 3, 2017, Valley issued 4.0 million shares of its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B, no par value per share, with a liquidation preference of $ 25 per share. Dividends on the preferred stock will accrue and be payable quarterly in arrears, at a fixed rate per annum equal to 5.50 percent from the original issuance date to, but excluding, September 30, 2022, and thereafter at a floating rate per annum equal to three-month LIBOR plus a spread of 3.578 percent. The net proceeds from the preferred stock offering totaled $ 98.1 million. Commencing September 30, 2022, Valley may redeem the preferred shares at the liquidation preference plus accrued and unpaid dividends, subject to certain conditions. Preferred stock is included in Valley's (additional) Tier 1 capital and total risk-based capital at December 31, 2020 and 2019. 2020 Form 10-K 138 OTHER COMPREHENSIVE INCOME (Note 19) The following table presents the tax effects allocated to each component of other comprehensive income (loss) for the years ended December 31, 2020, 2019 and 2018. Components of other comprehensive income (loss) include changes in net unrealized gains and losses on debt securities available for sale; unrealized gains and losses on derivatives used in cash flow hedging relationships; and the pension benefit adjustment for the unfunded portion of various employee, officer and director pension plans. 2020 2019 2018 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 (AFS) debt securities Net gains (losses) arising during the period $ 38,477 $ ( 10,632 ) $ 27,845 $ 54,723 $ ( 15,461 ) $ 39,262 $ ( 32,123 ) $ 9,191 $ ( 22,932 ) Less reclassification adjustment for net (gains) losses included in net income (1) ( 524 ) 147 ( 377 ) 150 ( 31 ) 119 2,873 ( 636 ) 2,237 Net change 37,953 ( 10,485 ) 27,468 54,873 ( 15,492 ) 39,381 ( 29,250 ) 8,555 ( 20,695 ) Unrealized gains and losses on derivatives (cash flow hedges) Net (losses) gains arising during the period ( 3,169 ) 918 ( 2,251 ) ( 1,380 ) 391 ( 989 ) 2,651 ( 777 ) 1,874 Less reclassification adjustment for net losses (gains) included in net income (2) 2,912 ( 838 ) 2,074 1,808 ( 517 ) 1,291 3,493 ( 999 ) 2,494 Net change ( 257 ) 80 ( 177 ) 428 ( 126 ) 302 6,144 ( 1,776 ) 4,368 Defined benefit pension plan Net (losses) gains arising during the period ( 5,719 ) 2,301 ( 3,418 ) ( 2,385 ) ( 176 ) ( 2,561 ) ( 9,916 ) 2,765 ( 7,151 ) Amortization of prior service (cost) credit (3) ( 136 ) 38 ( 98 ) ( 135 ) 42 ( 93 ) 212 ( 66 ) 146 Amortization of net loss (3) 1,003 ( 282 ) 721 264 ( 76 ) 188 625 ( 178 ) 447 Net change ( 4,852 ) 2,057 ( 2,795 ) ( 2,256 ) ( 210 ) ( 2,466 ) ( 9,079 ) 2,521 ( 6,558 ) Total other comprehensive income (loss) $ 32,844 $ ( 8,348 ) $ 24,496 $ 53,045 $ ( 15,828 ) $ 37,217 $ ( 32,185 ) $ 9,300 $ ( 22,885 ) (1) Included in gains (losses) on securities transactions, net. (2) Included in interest expense. (3) Included in the computation of net periodic pension cost. See Note 12 for details. 139 2020 Form 10-K The following table presents the after-tax changes in the balances of each component of accumulated other comprehensive loss for the years ended December 31, 2020, 2019 and 2018: Components of Accumulated Other Comprehensive Loss Total Accumulated Other Comprehensive Loss Unrealized Gains and Losses on AFS Securities Unrealized Gains and Losses on Derivatives Defined Benefit Pension Plan (in thousands) Balance-December 31, 2017 $ ( 12,384 ) $ ( 8,338 ) $ ( 25,283 ) $ ( 46,005 ) Reclassification due to the adoption of ASU No. 2016-01 ( 480 ) — — ( 480 ) Reclassification due to the adoption of ASU No. 2017-12 — ( 61 ) — ( 61 ) Balance-January 1, 2018 ( 12,864 ) ( 8,399 ) ( 25,283 ) ( 46,546 ) Other comprehensive (loss) income before reclassifications ( 22,932 ) 1,874 ( 7,151 ) ( 28,209 ) Amounts reclassified from other comprehensive income (loss) 2,237 2,494 593 5,324 Other comprehensive income (loss), net ( 20,695 ) 4,368 ( 6,558 ) ( 22,885 ) Balance-December 31, 2018 ( 33,559 ) ( 4,031 ) ( 31,841 ) ( 69,431 ) Other comprehensive income (loss) before reclassifications 39,262 ( 989 ) ( 2,561 ) 35,712 Amounts reclassified from other comprehensive income (loss) 119 1,291 95 1,505 Other comprehensive income (loss), net 39,381 302 ( 2,466 ) 37,217 Balance-December 31, 2019 5,822 ( 3,729 ) ( 34,307 ) ( 32,214 ) Other comprehensive income (loss) before reclassifications 27,845 ( 2,251 ) ( 3,418 ) 22,176 Amounts reclassified from other comprehensive income (loss) ( 377 ) 2,074 623 2,320 Other comprehensive income (loss), net 27,468 ( 177 ) ( 2,795 ) 24,496 Balance-December 31, 2020 $ 33,290 $ ( 3,906 ) $ ( 37,102 ) $ ( 7,718 ) 2020 Form 10-K 140 PARENT COMPANY INFORMATION (Note 20) Condensed Statements of Financial Condition December 31, 2020 2019 (in thousands) Assets Cash $ 130,163 $ 119,213 Equity securities 2,999 — Investments in and receivables due from subsidiaries 4,998,795 4,671,578 Other assets 11,133 12,953 Total Assets $ 5,143,090 $ 4,803,744 Liabilities and Shareholders’ Equity Dividends payable to shareholders $ 46,591 $ 45,796 Long-term borrowings 403,413 292,414 Junior subordinated debentures issued to capital trusts 56,065 55,718 Accrued expenses and other liabilities 44,901 25,628 Shareholders’ equity 4,592,120 4,384,188 Total Liabilities and Shareholders’ Equity $ 5,143,090 $ 4,803,744 Condensed Statements of Income Years Ended December 31, 2020 2019 2018 (in thousands) Income Dividends from subsidiary $ 186,000 $ 160,000 $ 155,000 Income from subsidiary 4,436 4,550 4,550 Gains on securities transactions, net — — 3 Losses on sales of assets, net — — ( 147 ) Other interest and income 21 51 39 Total Income 190,457 164,601 159,445 Total Expenses 23,484 27,998 32,269 Income before income tax and equity in undistributed earnings of subsidiary 166,973 136,603 127,176 Income tax (benefit) expense ( 3,946 ) 24,524 ( 20,547 ) Income before equity in undistributed earnings of subsidiary 170,919 112,079 147,723 Equity in undistributed earnings of subsidiary 219,687 197,714 113,705 Net Income 390,606 309,793 261,428 Dividends on preferred stock 12,688 12,688 12,688 Net Income Available to Common Shareholders $ 377,918 $ 297,105 $ 248,740 141 2020 Form 10-K Condensed Statements of Cash Flows Years Ended December 31, 2020 2019 2018 (in thousands) Cash flows from operating activities: Net Income $ 390,606 $ 309,793 $ 261,428 Adjustments to reconcile net income to net cash provided by operating activities: Equity in undistributed earnings of subsidiary ( 219,687 ) ( 197,714 ) ( 113,705 ) Stock-based compensation 16,154 14,726 19,472 Net amortization of premiums and accretion of discounts on borrowings 230 124 63 Gains on securities transactions, net — — ( 3 ) Losses on sales of assets, net — — 147 Net change in: Other assets 121 19,768 9,928 Accrued expenses and other liabilities 17,905 8,803 ( 10,657 ) Net cash provided by operating activities 205,329 155,500 166,673 Cash flows from investing activities: Purchases of equity securities ( 2,500 ) — — Sales of investment securities available for sale — — 257 Cash and cash equivalents acquired in acquisitions — 11,947 7,915 Repayment of subordinated debt by subsidiary 100,000 — — Capital contributions to subsidiary ( 210,000 ) — — Other, net ( 1,200 ) — — Net cash (used in) provided by investing activities ( 113,700 ) 11,947 8,172 Cash flows from financing activities: Proceeds from issuance of long-term borrowings, net 113,146 — — Dividends paid to preferred shareholders ( 12,688 ) ( 12,688 ) ( 15,859 ) Dividends paid to common shareholders ( 177,965 ) ( 146,537 ) ( 138,857 ) Purchase of common shares to treasury ( 5,374 ) ( 1,805 ) ( 3,801 ) Common stock issued, net 2,202 2,957 2,704 Net cash used in financing activities ( 80,679 ) ( 158,073 ) ( 155,813 ) Net change in cash and cash equivalents 10,950 9,374 19,032 Cash and cash equivalents at beginning of year 119,213 109,839 90,807 Cash and cash equivalents at end of year $ 130,163 $ 119,213 $ 109,839 BUSINESS SEGMENTS (Note 21) Valley has four business segments that it monitors and reports on to manage Valley’s business operations. These segments are consumer lending, commercial lending, investment management, and corporate and other adjustments. Valley’s reportable segments have been determined based upon its internal structure of operations and lines of business. Each business segment is reviewed routinely for its asset growth, contribution to income before income taxes and return on average interest earning assets and impairment (if events or circumstances indicate a possible inability to realize the carrying amount). Expenses related to the branch network, all other components of retail banking, along with the back office departments of the Bank are allocated from the corporate and other adjustments segment to each of the other three business segments. Interest expense and internal transfer expense (for general corporate expenses) are allocated to each business segment utilizing a transfer pricing methodology, which involves the allocation of operating and funding costs based on each segment's respective mix of average earning assets and/or liabilities outstanding for the period. The financial reporting for each segment contains allocations and reporting in line with Valley’s operations, which may not necessarily be comparable to any other financial institution. The accounting for each segment includes internal accounting policies designed to measure consistent and reasonable financial 2020 Form 10-K 142 reporting and may result in income and expense measurements that differ from amounts under U.S. GAAP. Furthermore, changes in management structure or allocation methodologies and procedures may result in changes in reported segment financial data. The consumer lending segment is mainly comprised of residential mortgages and automobile loans, and to a lesser extent, secured personal lines of credit, home equity loans and other consumer loans. The duration of the residential mortgage loan portfolio is subject to movements in the market level of interest rates and forecasted prepayment speeds. The average weighted life of the automobile loans within the portfolio is relatively unaffected by movements in the market level of interest rates. However, the average life may be impacted by new loans as a result of the availability of credit within the automobile marketplace and consumer demand for purchasing new or used automobiles. The consumer lending segment also includes the Wealth Management and Insurance Services Division, comprised of trust, asset management, and insurance services. The commercial lending segment is mainly comprised of floating rate and adjustable rate commercial and industrial loans and construction loans, as well as fixed rate owner occupied and commercial real estate loans. Due to the portfolio’s interest rate characteristics, commercial lending is Valley’s business segment that is most sensitive to movements in market interest rates. The investment management segment generates a large portion of Valley’s income through investments in various types of securities and interest-bearing deposits with other banks. These investments are mainly comprised of fixed rate securities and depending on Valley's liquid cash position, federal funds sold and interest-bearing deposits with banks (primarily the Federal Reserve Bank of New York), as part of its asset/liability management strategies. The fixed rate investments are among Valley’s assets that are least sensitive to changes in market interest rates. However, a portion of the investment portfolio is invested in shorter-duration securities to maintain the overall asset sensitivity of Valley’s balance sheet. The amounts disclosed as “corporate and other adjustments” represent income and expense items not directly attributable to a specific segment, including net securities gains and losses not reported in the investment management segment above, interest expense related to subordinated notes, amortization and impairment of tax credit investments, as well as non-core items, including the loss on extinguishment of debt and merger expenses. The following tables represent the financial data for Valley’s four business segments for the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 Consumer Lending Commercial Lending Investment Management Corporate and Other Adjustments Total ($ in thousands) Average interest earning assets (unaudited) $ 7,160,793 $ 24,625,066 $ 5,225,074 $ — $ 37,010,933 Interest income $ 257,196 $ 1,027,796 $ 102,883 $ ( 4,156 ) $ 1,383,719 Interest expense 47,712 164,075 34,814 18,214 264,815 Net interest income (loss) 209,484 863,721 68,069 ( 22,370 ) 1,118,904 Provision for credit losses 11,502 113,585 635 — 125,722 Net interest income (loss) after provision for credit losses 197,982 750,136 67,434 ( 22,370 ) 993,182 Non-interest income 81,499 64,783 10,083 26,667 183,032 Non-interest expense 77,582 98,710 1,136 468,720 646,148 Internal transfer expense (income) 77,835 267,588 56,788 ( 402,211 ) — Income (loss) before income taxes $ 124,064 $ 448,621 $ 19,593 $ ( 62,212 ) $ 530,066 Return on average interest earning assets (pre-tax) (unaudited) 1.73 % 1.82 % 0.37 % N/A 1.43 % 143 2020 Form 10-K Year Ended December 31, 2019 Consumer Lending Commercial Lending Investment Management Corporate and Other Adjustments Total ($ in thousands) Average interest earning assets (unaudited) $ 6,891,462 $ 19,343,791 $ 4,340,277 $ — $ 30,575,530 Interest income $ 272,773 $ 926,328 $ 126,723 $ ( 4,824 ) $ 1,321,000 Interest expense 91,798 257,670 57,815 15,669 422,952 Net interest income (loss) 180,975 668,658 68,908 ( 20,493 ) 898,048 Provision for credit losses 6,688 17,530 — — 24,218 Net interest income (loss) after provision for credit losses 174,287 651,128 68,908 ( 20,493 ) 873,830 Non-interest income 57,981 41,157 8,818 106,564 214,520 Non-interest expense 76,046 101,924 1,034 452,551 631,555 Internal transfer expense (income) 78,743 221,113 49,670 ( 349,526 ) — Income (loss) before income taxes $ 77,479 $ 369,248 $ 27,022 $ ( 16,954 ) $ 456,795 Return on average interest earning assets (pre-tax) (unaudited) 1.12 % 1.91 % 0.62 % N/A 1.49 % Year Ended December 31, 2018 Consumer Lending Commercial Lending Investment Management Corporate and Other Adjustments Total ($ in thousands) Average interest earning assets (unaudited) $ 6,197,161 $ 17,143,169 $ 4,362,581 $ — $ 27,702,911 Interest income $ 235,264 $ 798,974 $ 130,971 $ ( 5,961 ) $ 1,159,248 Interest expense 64,083 177,273 45,112 15,577 302,045 Net interest income (loss) 171,181 621,701 85,859 ( 21,538 ) 857,203 Provision for credit losses 5,550 26,951 — — 32,501 Net interest income (loss) after provision for credit losses 165,631 594,750 85,859 ( 21,538 ) 824,702 Non-interest income 61,280 22,275 8,691 41,806 134,052 Non-interest expense 92,462 95,171 1,251 440,177 629,061 Internal transfer expense (income) 77,164 213,399 54,353 ( 344,916 ) — Income (loss) before income taxes $ 57,285 $ 308,455 $ 38,946 $ ( 74,993 ) $ 329,693 Return on average interest earning assets (pre-tax) (unaudited) 0.92 % 1.80 % 0.89 % N/A 1.19 % 2020 Form 10-K 144 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Valley National Bancorp: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated statements of financial condition of Valley National Bancorp and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2021 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Change in Accounting Principle As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for the recognition and measurement of credit losses as of January 1, 2020 due to the adoption of ASC Topic 326, Financial Instruments – Credit Losses. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Allowance for loan losses evaluated on a collective basis As discussed in Note 1 to the consolidated financial statements, the Company adopted ASU No. 2016-13, Financial Instruments – Credit Losses (ASC Topic 326), as of January 1, 2020. As discussed in Note 5 to the consolidated financial statements, the Company’s total allowance for loan losses as of December 31, 2020 was $340.2 million, of which $264.4 million related to the loans collectively evaluated for credit losses (the collective ALL). The collective ALL includes the measure of expected credit losses on a collective basis for those loans that share similar risk characteristics. In estimating the collective ALL, the Company uses a transition matrix model which calculates an expected life of loan loss percentage for each loan pool by using probability of default and loss given default metrics. 145 2020 Form 10-K The metrics are based on the migration of loans from performing to loss by credit quality rating or delinquency categories using life-of-loan analysis periods for each loan portfolio pool, and the severity of loss, based on the aggregate net lifetime losses incurred. The expected credit losses are the product of multiplying the model’s expected life of loan loss percentages by the exposure at default at period end. The model’s expected losses are adjusted for qualitative factors which includes a two-year reasonable and supportable forecast period followed by a one-year period over which estimated losses revert to historical loss experience on a straight-line basis for the remaining life of the loan. The forecasts consist of a multi-scenario economic forecast model which is assigned relative probability weightings. These adjustments are based on qualitative factors not reflected in the quantitative model but are likely to impact the measurement of estimated credit losses. We identified the assessment of the collective ALL as a critical audit matter. A high degree of audit effort, including specialized skills and knowledge, and subjective and complex auditor judgment was involved in the assessment of the collective ALL. Specifically, the assessment encompassed the evaluation of the collective ALL methodology, including the model and methods used to estimate the (1) life of loan loss percentages and the related significant assumptions, including probability of default, loss given default and credit risk ratings for commercial loans, and (2) the qualitative factors, including the reasonable and supportable economic forecasts and related weightings, and reversion. The assessment also included an evaluation of the conceptual soundness and performance of the methodology utilized to derive the quantitative life of loan loss percentages and qualitative factors and the Company’s procedures to validate the model utilized to produce the lifetime loss estimate. In addition, auditor judgment was required to evaluate the sufficiency of audit evidence obtained. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s measurement of the collective ALL estimate, including controls over the: • development of the collective ALL methodology • development of the transition matrix model • identification and determination of the significant assumptions used in the model • development and ongoing monitoring of the appropriateness of the reasonable and supportable forecast period • development of the qualitative factors, including the significant assumptions used in the measurement of the qualitative factors • procedures performed by the Company to validate the model is fit for use and appropriate to estimate lifetime losses • periodic testing of loan risk ratings for loan portfolios • analysis of the collective ALL results, trends and ratios. We evaluated the Company’s process to develop the collective ALL estimate by testing certain sources of data, factors, and assumptions that the Company used, and considered the relevance and reliability of such data, factors and assumptions. In addition, we involved credit risk professionals with specialized skills and knowledge, who assisted in: • evaluating the Company’s collective ALL methodology for compliance with U.S. generally accepted accounting principles • evaluating the judgments made by the Company relative to the development and performance monitoring of the transition matrix model used to calculate the life of loan loss percentage by comparing them to Company-specific metrics and trends and the applicable industry and regulatory practices • testing the conceptual soundness and performance of the transition matrix model by inspecting the model documentation and model validation documentation to determine whether the model is suitable for the intended use • evaluating the economic forecast scenarios and related weightings by comparing them to the Company’s business environment and relevant industry practices • testing the reasonable and supportable forecast period and reversion period to evaluate the length of each period by comparison to specific portfolio risk characteristics and trends • determining whether the loan portfolio is segmented by similar risk characteristics by comparing to the Company’s business environment and relevant industry practices 2020 Form 10-K 146 • testing individual credit risk ratings for a selection of commercial loans by evaluating the financial performance of the borrower, sources of repayment and any relevant guarantees or underlying collateral • evaluating the methodology used to develop the qualitative factor framework and the effect of those factors on the collective ALL by comparing the qualitative factors to the specific portfolio risk characteristics, trends and relevant industry practices and identified limitations of the underlying quantitative models. We also assessed the sufficiency of the audit evidence obtained related to the collective ALL by evaluating the cumulative results of the audit procedures, qualitative aspects of the Company’s accounting practices and potential bias in the accounting estimate. Goodwill impairment assessment of the Company’s reporting units As discussed in Notes 1 and 8 to the consolidated financial statements, the carrying value of the Company’s goodwill balance is $1.4 billion as of December 31, 2020. The Company’s goodwill is not amortized but is subject to annual tests for impairment in the second quarter, or more often, if events or circumstances indicate it may be impaired. The Company elected to perform a quantitative impairment test for its annual assessment in the second quarter which compared the fair value of each of the reporting units with their carrying amounts, including goodwill. If the fair value of each of the reporting units exceeded its carrying amounts, the goodwill of the reporting unit was not impaired. An impairment loss is recognized if the carrying value of the net assets assigned to the reporting units exceeds the fair value, with the impairment charge not to exceed the amount of goodwill recorded. Fair value is determined using market multiples and certain discounted cash flow analyses. Factors that may materially affect the fair value estimate include, among others, changes in discount rates, terminal values and specific industry or market sector conditions. We identified the measurement of the fair value of each of the reporting units in the Company’s annual goodwill impairment assessment as a critical audit matter. A high degree of audit effort, including specialized skills and knowledge, and subjective and complex auditor judgement was involved in performing procedures over the individual reporting unit estimated cash flows and related key assumptions, which included the discount rate and the terminal value growth rate used in the discounted cash flow analyses. The key assumptions were challenging to test as they represented subjective determinations of future market and economic conditions that were also more sensitive to variation. Minor changes in these assumptions could have had a significant effect on the Company’s measurement of the fair value of the reporting units and the impairment assessment of the carrying value of the goodwill. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s determination of the estimated fair value of the reporting units in the annual goodwill impairment assessment, including controls over the selection and development of key assumptions used in the discounted cash flow analyses. We involved valuation professionals with specialized skill and knowledge, who assisted in: • evaluating the Company’s fair value methodology for the reporting units for compliance with U.S. generally accepted accounting principles • evaluating the Company’s discount rate by comparing it against a discount rate range that was independently developed using publicly available data for comparable entities • evaluating the Company’s terminal value growth rate by comparing it against an average growth rate range that was independently developed using publicly available economic and industry data for comparable entities • developing an independent estimate of the reporting units’ fair value using the reporting units’ cash flow forecast and an independently developed discount rate and compared our estimate of fair value to the Company’s fair value estimate • reconciling the Company’s estimated fair value to its market capitalization as of the measurement date and evaluating the implied control premium for alignment with industry standards. /s/ KPMG LLP We have served as the Company’s auditor since 2008. Short Hills, New Jersey February 26, 2021 147 2020 Form 10-K Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.