UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K


CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) January 31, 2019


VALLEY NATIONAL BANCORP
(Exact Name of Registrant as Specified in Charter)

New Jersey
 
1-11277
 
22-2477875
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification Number)
1455 Valley Road, Wayne, New Jersey
 
07470
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code (973) 305-8800


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







Item 2.02
Results of Operations and Financial Condition.

On January 31, 2019 Valley National Bancorp (“Valley”) issued a press release reporting 2018 fourth quarter results of operations.

A copy of the press release is attached to this Current Report Form 8-K as Exhibit 99.

The information disclosed in this Item 2.02 shall be considered “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as amended.

Valley’s 2018 fourth quarter press release contains certain supplemental financial information, described in the Notes to Selected Financial Data included in Exhibit 99, which has been determined by methods other than U.S. Generally Accepted Accounting Principles (“GAAP”). Management internally reviews each of these non-GAAP financial measures to evaluate performance on a comparative period to period basis. Management believes these non-GAAP financial measures provide information useful to investors in understanding Valley’s financial results, the impact of such non-GAAP financial measures on Valley’s operating results and financial condition.
Item 7.01
Regulation FD Disclosure.

Valley is furnishing presentation materials included as Exhibit 99.2 to this report pursuant to Item 7.01 of Form 8-K. Valley is not undertaking to update this presentation. The information in this report (including Exhibit 99.2) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.2).

Item 9.01
Financial Statements and Exhibits.
Exhibit No.
Description
(d)
Exhibits.
99.1
 
The Press Release disclosed in this Item 9.01 as Exhibit 99 shall be considered “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as amended.
99.2
 
The Presentation materials  disclosed in this Item 9.01 as Exhibit 99 .2  shall be considered “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as amended.

  











SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
 
Dated: January 31, 2019
 
VALLEY NATIONAL BANCORP
 
 
By:
/s/ Alan D. Eskow
 
 
 
Alan D. Eskow
 
 
 
Senior Executive Vice President and
 
 
 
Chief Financial Officer
(Principal Financial Officer)
















Exhibit 99.1
VALLEYLOGOA01.JPG

 
News Release




FOR IMMEDIATE RELEASE
Contact:
 
Alan D. Eskow
 
 
 
Senior Executive Vice President and
 
 
 
Chief Financial Officer
 
 
 
973-305-4003

VALLEY NATIONAL BANCORP REPORTS 15 PERCENT ANNUALIZED LOAN GROWTH AND FOURTH QUARTER NET INCOME

WAYNE, NJ – January 31, 2019 -- Valley National Bancorp ( NASDAQ:VLY ), the holding company for Valley National Bank, today reported net income for the fourth quarter of 2018 of $77.1 million , or $0.22 per diluted common share, as compared to the fourth quarter of 2017 earnings of $26.1 million , or $0.09 per diluted common share, and net income of $69.6 million , or $0.20 per diluted common share, for the third quarter of 2018 . The fourth quarter of 2017 results included charges mainly due to the impact of the Tax Cuts and Jobs Act ("the Tax Act"). See further details below regarding infrequent items impacting our comparative operating results, including the "Consolidated Financial Highlights" tables.
Key financial highlights for the fourth quarter:
Loan Portfolio: Loans increased $924.2 million , or 15.3 percent on an annualized basis, to approximately $25.0 billion at December 31, 2018 from September 30, 2018 largely due to solid organic loan growth within most loan categories. See additional information under the "Loans, Deposits and Other Borrowings" section below.
Net Interest Income: Net interest income on a tax equivalent basis of $223.4 million for the fourth quarter of 2018 increased $5.3 million as compared to the third quarter of 2018 largely due to our solid loan growth and higher rate new loan volumes.
Net Interest Margin: Our net interest margin on a tax equivalent basis decreased 2 basis points to 3.10 percent in the fourth quarter of 2018 as compared to 3.12 percent for the third quarter of 2018 . See the "Net Interest Income and Margin" section below for more details.
Credit Quality : Net loan charge-offs totaled $1.0 million for the fourth quarter of 2018 , as compared to $231 thousand for the third quarter of 2018 and net recoveries of $772 thousand for the fourth quarter of 2017 . Non-accrual loans represented 0.35 percent of total loans at December 31, 2018 .
Provision for Credit Losses : The provision for credit losses increased $1.3 million to $7.9 million for the fourth quarter of 2018 as compared to third quarter of 2018 largely due to loan growth and, to a lesser extent, higher allocated reserves for taxi medallion loans.
Non-Interest Income: Non-interest income increased $5.7 million to $34.7 million for the three months ended December 31, 2018 from $29.0 million for the third quarter of 2018 largely due to a $6.5 million pre-tax gain realized on the sale of our Visa Class B shares during the fourth quarter. Partially offsetting this item, Valley also sold all of the private label mortgage-backed securities classified as available for sale in its investment portfolio for an aggregate net loss of $1.5 million during the fourth quarter of 2018.

1



Valley National Bancorp (NASDAQ: VLY)
2018 Fourth Quarter Earnings
January 31, 2018



Non-Interest Expense: Non-interest expense increased $2.0 million to $153.7 million for the fourth quarter of 2018 as compared to the third quarter of 2018 . During the fourth quarter, the amortization of tax credit investments increased by $3.6 million mainly due to the timing of tax credits. Salary and employee benefits remained relatively unchanged as compared to the third quarter despite the recognition of $2.7 million of severance costs related to our Branch Transformation strategy during the fourth quarter of 2018 (See more information below). Net occupancy and equipment expense increased $1.3 million due to moderate increases in depreciation and repairs and maintenance as compared to the third quarter of 2018. These increases were partially offset by a decrease of $1.5 million in professional and legal fees.
Efficiency Ratio: Our efficiency ratio was 59.87 percent for the fourth quarter of 2018 as compared to 61.70 percent and 68.30 percent for the third quarter of 2018 and fourth quarter of 2017, respectively. Excluding severance expense, merger expense, amortization of tax credit investments, litigation reserve expense, net losses on securities transactions, the gain on the sale of Visa Class B shares and branch related asset impairments, if applicable in the period, our adjusted efficiency ratio was 56.68 percent for the fourth quarter of 2018 as compared to 57.84 percent and 57.43 percent for the third quarter of 2018 and fourth quarter of 2017 , respectively. See the "Consolidated Financial Highlights" tables below for additional information regarding this non-GAAP measure.
Income Tax Expense: The effective tax rate was 18.99 percent for the fourth quarter of 2018 as compared to 20.60 percent for the third quarter of 2018 . The decline in the effective tax rate was partly caused by a $2.3 million tax benefit related to the adjustment of Tax Act provisional amounts in our final 2017 tax returns completed during the fourth quarter of 2018 . For 2019, we currently estimate that our effective tax rate will range from 22 percent to 24 percent.
Ira Robbins, CEO and President commented, "The progress that Valley and all our associates have made over the course of 2018 is tremendous.  We achieved record loan growth, embarked on a multi-year transformation of our delivery channels, and integrated our largest acquisition to date with great success.  As I look forward to 2019 and beyond, I am excited to continue our journey of providing the best possible experience and products to the customers and communities we serve.  All of the actions we are currently taking are expected to provide positive shareholder value over the long-term."
Net Interest Income and Margin
Net interest income on a tax equivalent basis totaling $ 223.4 million for the fourth quarter of 2018 increased $52.0 million and $ 5.3 million as compared to the fourth quarter of 2017 and third quarter of 2018 , respectively. The increase as compared to the fourth quarter of 2017 was largely due to the acquisition of USAmeriBancorp, Inc. (USAB) on January 1, 2018 and loan growth during 2018. Interest income on a tax equivalent basis increased $17.6 million to $316.0 million for the fourth quarter of 2018 as compared to the third quarter of 2018 , largely due to an increase of $871.7 million in average loans and a 11 basis point increase in the yield on average loans. Interest expense of $92.5 million for the three months ended December 31, 2018 increased $12.3 million from the third quarter of 2018 largely due to higher interest rates on many of our interest bearing deposit products and FHLB borrowings, and a $756.9 million increase in average interest-bearing liabilities. The increase in average interest-bearing liabilities was largely driven by both brokered and retail time deposit gathering initiatives, partially offset by lower short-term and long-term FHLB borrowings.

2



Valley National Bancorp (NASDAQ: VLY)
2018 Fourth Quarter Earnings
January 31, 2018



The net interest margin on a tax equivalent basis of 3.10 percent for the fourth quarter of 2018 decrease d 3 basis points and 2 basis points from 3.13 percent and 3.12 percent for the fourth quarter of 2017 and third quarter of 2018 , respectively. The yield on average interest earning assets increased by 12 basis points on a linked quarter basis due to the higher yields on average loans and investment securities. The yield on average loans increased to 4.61 percent for the fourth quarter of 2018 from 4.50 percent for the third quarter of 2018 , mostly due to the high volume of new loan originations at current market rates. The increased yield on average investment securities was partly caused by a decrease in premium amortization on residential mortgage-backed securities, due to lower prepayments on such financial instruments. The cost of average interest bearing liabilities increased by 17 basis points to 1.72 percent for the fourth quarter of 2018 as compared to the linked third quarter of 2018 . The increase was due to a 23 basis point increase in both the cost of average interest bearing deposits and short-term borrowings, largely driven by higher market interest rates. The cost of average long-term borrowings also increased 21 basis points as compared to the third quarter of 2018 largely due to the change in the composition of such borrowings caused by the maturity and repayment of lower cost borrowings in the second half of 2018. Our cost of total average deposits was 1.07 percent for the fourth quarter of 2018 as compared to 0.88 percent for the three months ended September 30, 2018 .
Branch Transformation
As previously disclosed, Valley embarked on a continued strategy to overhaul its retail network in the second half of 2018. As a result, we identified several branches within New Jersey and New York that did not meet certain internal performance measures. Of those identified, we have closed 11 branches to date and expect to consolidate 9 additional branches by the end of the first quarter 2019. The estimated annual operating expense savings from the 20 branch closures is expected to be approximately $9 million. There were no material asset impairments related to actual and future branch closures during the fourth quarter of 2018 as compared to a $1.8 million charge in the third quarter of 2018. Severance costs related to approved branch staff reductions totaled $2.7 million for the fourth quarter of 2018.
For the remaining branch network, we continue to monitor the operating performance of each branch and implement tailored action plans focused on improving profitability and deposit levels for those branches that underperform.
Loans, Deposits and Other Borrowings
Loans . Loans increased $924.2 million to approximately $25.0 billion at December 31, 2018 from September 30, 2018 . The increase was mainly due to continued strong quarter over quarter organic growth in commercial and industrial, residential mortgage and commercial real estate loans. The growth within the residential mortgage loan portfolio was also partially driven by the purchase of approximately $105 million of CRA qualifying loans. During the fourth quarter of 2018 , Valley originated $98 million of residential mortgage loans for sale rather than held for investment. Loans held for sale totaled $35.2 million and $31.7 million at December 31, 2018 and September 30, 2018 , respectively.
Deposits. Total deposits increased $1.9 billion , or 8.3 percent , to approximately $24.5 billion at December 31, 2018 from September 30, 2018 mostly due to a $1.6 billion increase in time deposits from both brokered and retail deposit gathering efforts. During fourth quarter of 2018 , Valley continued to increase its use of brokered CDs partly due to their relatively favorable pricing as compared to other available funding sources with similar terms, including FHLB advances. Money market deposit accounts also increased $176.8 million at December 31, 2018 as compared to September 30, 2018 resulting from

3



Valley National Bancorp (NASDAQ: VLY)
2018 Fourth Quarter Earnings
January 31, 2018



ongoing retail and commercial account initiatives commenced in the third quarter of 2018. Non-interest bearing deposits; savings, NOW, money market deposits; and time deposits represented approximately 25 percent , 46 percent and 29 percent of total deposits as of December 31, 2018 , respectively.
Other Borrowings. Short-term borrowings decreased $849.5 million , or 28.6 percent , to approximately $2.1 billion at December 31, 2018 from September 30, 2018 mostly due to lower levels of short-term FHLB borrowings caused by the success of our current deposit gathering initiatives. Long-term borrowings also decreased $74.5 million , or 4.3 percent , to $1.7 billion at December 31, 2018 from September 30, 2018 due to the normal maturity and repayment of FHLB advances during the fourth quarter of 2018.
Credit Quality
Non-Performing Assets. Our past due loans and non-accrual loans discussed further below exclude PCI loans. Under U.S. GAAP, the PCI loans (acquired at a discount that is due, in part, to credit quality) are accounted for on a pool basis and are not subject to delinquency classification in the same manner as loans originated by Valley. At December 31, 2018 , our PCI loan portfolio totaled $4.2 billion , or 16.7 percent of our total loan portfolio and included all loans acquired from USAB on January 1, 2018.
Total non-performing assets (NPAs), consisting of non-accrual loans, other real estate owned (OREO) and other repossessed assets totaled $98.6 million at December 31, 2018 compared to $88.7 million at September 30, 2018 . The increase in NPAs from September 30, 2018 was mostly due to an increase of $10.0 million in non-accrual loans. The increase in non-accrual loans was primarily related to taxi medallion loans totaling $14.1 million that were reclassified to non-performing commercial and industrial loans during the fourth quarter of 2018 (See further discussion of our taxi medallion lending below), partially offset by better performance in the residential mortgage loan portfolio and one large payoff of a non-accrual commercial real estate loan. Non-accrual loans represented 0.35 percent of total loans at December 31, 2018 as compared to 0.33 percent of total loans at September 30, 2018 .
Total accruing past due loans (i.e., loans past due 30 days or more and still accruing interest) increase d $9.5 million to $67.7 million , or 0.27 percent of total loans, at December 31, 2018 as compared to $58.2 million , or 0.24 percent of total loans, at September 30, 2018. The higher level of accruing past due loans was primarily caused by increases of $5.8 million and $4.5 million in total loans past due 30 to 59 days and commercial and industrial loans 90 or more days past due, respectively.
During the fourth quarter of 2018 , we continued to closely monitor our NYC and Chicago taxi medallion loans totaling $121.8 million and $8.4 million, respectively, within the commercial and industrial loan portfolio at December 31, 2018 . While most of the taxi medallion loans are currently performing, negative trends in the market valuations of the underlying taxi medallion collateral could impact the future performance and internal classification of this portfolio. At December 31, 2018 , the medallion portfolio included impaired loans totaling $73.7 million with related reserves of $27.9 million within the allowance for loan losses as compared to impaired loans totaling $66.5 million with related reserves of $26.3 million at September 30, 2018. At December 31, 2018 , the impaired medallion loans largely consisted of $58.5 million of non-accrual taxi cab medallion loans classified as doubtful, as well as performing troubled debt restructured (TDR) loans classified as substandard loans. Additionally, Valley currently has $22.5 million of performing non-impaired taxi medallion loans which are scheduled to mature in 2019, and $18.3 million that mature between 2023 and 2027. If the loans with 2019 maturities became TDRs upon

4



Valley National Bancorp (NASDAQ: VLY)
2018 Fourth Quarter Earnings
January 31, 2018



maturity and renewal, an additional reserve of $8.6 million would be required based on the allowance methodology at December 31, 2018
The following table summarizes the allocation of the allowance for credit losses to specific loan categories and the allocation as a percentage of each loan category (including PCI loans) at December 31, 2018 , September 30, 2018 , and December 31, 2017 :
 
 
December 31, 2018
 
September 30, 2018
 
December 31, 2017
 
 
 
 
Allocation
 
 
 
Allocation
 
 
 
Allocation
 
 
 
 
as a % of
 
 
 
as a % of
 
 
 
as a % of
 
 
Allowance
 
Loan
 
Allowance
 
Loan
 
Allowance
 
Loan
 
 
Allocation
 
Category
 
Allocation
 
Category
 
Allocation
 
Category
 
 
($ in thousands)
Loan Category:
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial loans*
$
95,392

 
2.20
%
 
$
88,509

 
2.20
%
 
$
60,828

 
2.22
%
Commercial real estate loans:
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
26,482

 
0.21
%
 
29,093

 
0.24
%
 
36,293

 
0.38
%
 
Construction
23,168

 
1.56
%
 
21,037

 
1.49
%
 
18,661

 
2.19
%
Total commercial real estate loans
49,650

 
0.36
%
 
50,130

 
0.37
%
 
54,954

 
0.53
%
Residential mortgage loans
5,041

 
0.12
%
 
4,919

 
0.13
%
 
3,605

 
0.13
%
Consumer loans:
 
 
 
 
 
 
 
 
 
 
 
 
Home equity
598

 
0.12
%
 
576

 
0.11
%
 
579

 
0.13
%
 
Auto and other consumer
5,614

 
0.26
%
 
5,341

 
0.25
%
 
4,486

 
0.23
%
Total consumer loans
6,212

 
0.23
%
 
5,917

 
0.22
%
 
5,065

 
0.21
%
Total allowance for credit losses
$
156,295

 
0.62
%
 
$
149,475

 
0.62
%
 
$
124,452

 
0.68
%
Allowance for credit losses as a %
 
 
 
 
 
 
 
 
 
 
 
of non-PCI loans
 
 
0.75
%
 
 
 
0.76
%
 
 
 
0.73
%
 
 
 
 
 
 
 
 
 
 
 
* Includes the reserve for unfunded letters of credit.
 
 
 
 
 
 
 
 
 
 

Our loan portfolio, totaling $25.0 billion at December 31, 2018 , had net loan charge-offs of $1.0 million and $231 thousand for the fourth quarter of 2018 and third quarter of 2018 , respectively, as compared to net recoveries of loan charge-offs totaling $772 thousand for the fourth quarter of 2017 . Overall, net loan charge-offs decreased to $658 thousand for the year ended December 31, 2018 from $2.1 million for the year ended December 31, 2017 . During the fourth quarter of 2018 , we recorded a provision for credit losses totaling $7.9 million as compared to $6.6 million for the third quarter of 2018 and $2.2 million for the fourth quarter of 2017 . Overall, our provision for credit losses was $32.5 million for the year ended December 31, 2018 as compared to $9.9 million for the year ended December 31, 2017 . The increase in the 2018 provision was largely due to strong loan growth and increased allocated reserves for impaired loans mostly caused by taxi medallion loans.
The allowance for credit losses, comprised of our allowance for loan losses and reserve for unfunded letters of credit, as a percentage of total loans was 0.62 percent at both December 31, 2018 and September 30, 2018 , and 0.68 percent at December 31, 2017 . At December 31, 2018 , our allowance allocations for losses as a percentage of total loans remained relatively stable in most loan categories as compared to September 30, 2018 .

5



Valley National Bancorp (NASDAQ: VLY)
2018 Fourth Quarter Earnings
January 31, 2018



Capital Adequacy
Valley's regulatory capital ratios continue to reflect its well capitalized position. Valley's total risk-based capital, Tier 1 capital, Tier 1 leverage capital, and common equity Tier 1 capital ratios were 11.34 percent, 9.30 percent, 7.57 percent and 8.43 percent, respectively, at December 31, 2018 .
Investor Conference Call
Valley will host a conference call with investors and the financial community at 11:00 AM Eastern Standard Time, today to discuss the fourth quarter 2018 earnings. Those wishing to participate in the call may dial toll-free (866) 354-0432 (Conference ID: 4398224). The teleconference will also be webcast live: https://edge.media-server.com/m6/p/9gtdqchn and archived on Valley's website through Thursday, February 28, 2019. Investor presentation materials will be made available prior to the conference call at www.valley.com.
About Valley
As the principal subsidiary of Valley National Bancorp, Valley National Bank is a regional bank with approximately $32 billion in assets. Valley is committed to giving people and businesses the power to succeed. Valley operates approximately 226 branches across New Jersey, New York, Florida and Alabama, and is committed to providing the most convenient service, the latest innovations and an experienced and knowledgeable team dedicated to meeting customer needs. Helping communities grow and prosper is the heart of Valley’s corporate citizenship philosophy. To learn more about Valley, go to www.valley.com or call our Customer Service Center at 800-522-4100.
Forward Looking Statements
The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about new and existing programs and products, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations. These statements may be identified by such forward-looking terminology as “should,” “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to:
weakness or a decline in the economy, mainly in New Jersey, New York, Florida and Alabama, as well as an unexpected decline in commercial real estate values within our market areas;
the inability to retain USAB’s customers and key employees;
the inability to grow customer deposits to keep pace with loan growth;
an increase in our allowance for credit losses due higher than expected loan losses within one or more segments of our loan portfolio;
less than expected cost reductions and revenue enhancement from Valley's cost reduction plans     
including its earnings enhancement program called "LIFT" and branch transformation strategy;

6



Valley National Bancorp (NASDAQ: VLY)
2018 Fourth Quarter Earnings
January 31, 2018



greater than expected technology related costs due to, among other factors, prolonged or failed implementations, additional project staffing and obsolescence caused by continuous and rapid market innovations;
the loss of or decrease in lower-cost funding sources within our deposit base, including our inability to achieve deposit retention targets under Valley's branch transformation strategy;
the effect of the partial U.S. Government shutdown on levels of economic activity in the markets in which we operate and on levels of end market demand in the economy in general;
cyber attacks, computer viruses or other malware that may breach the security of our websites or other systems to obtain unauthorized access to confidential information, destroy data, disable or degrade service, or sabotage our systems;
results of examinations by the OCC, the FRB, the CFPB and other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our allowance for credit losses, write-down assets, reimburse customers, change the way we do business, or limit or eliminate certain other banking activities;
damage verdicts or settlements or restrictions related to existing or potential litigations arising from claims of breach of fiduciary responsibility, negligence, fraud, contractual claims, environmental laws, patent or trade mark infringement, employment related claims, and other matters;
changes in accounting policies or accounting standards, including the new authoritative accounting guidance (known as the current expected credit loss (CECL) model) which may increase the required level of our allowance for credit losses after adoption on January 1, 2020;
higher or lower than expected income tax expense or tax rates, including increases or decreases resulting from the impact of the Tax Cuts and Jobs Act and other changes in tax laws, regulations and case law;
our inability or determination not to pay dividends at current levels, or at all, because of inadequate earnings, regulatory restrictions or limitations, changes in our capital requirements or a decision to increase capital by retaining more earnings;
unanticipated loan delinquencies, loss of collateral, decreased service revenues, and other potential negative effects on our business caused by severe weather or other external events;
unexpected significant declines in the loan portfolio due to the lack of economic expansion, increased competition, large prepayments, changes in regulatory lending guidance or other factors; and
the failure of other financial institutions with whom we have trading, clearing, counterparty and other financial relationships.
A detailed discussion of factors that could affect our results is included in our SEC filings, including the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2017 and Quarterly Report on Form 10-Q for the period ended September 30, 2018. 
We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in our expectations. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  

# # #

-Tables to Follow-

7


VALLEY NATIONAL BANCORP
CONSOLIDATED FINANCIAL HIGHLIGHTS



SELECTED FINANCIAL DATA
 
Three Months Ended
 
Years Ended
 
December 31,
 
September 30,
 
December 31,
 
December 31,
($ in thousands, except for share data)
2018
 
2018
 
2017
 
2018
 
2017
FINANCIAL DATA:
 
 
 
 
 
 
 
 
 
Net interest income
$
222,053

 
$
216,800

 
$
169,414

 
$
857,203

 
$
660,047

Net interest income - FTE (1)
223,414

 
218,136

 
171,394

 
862,922

 
668,350

Non-interest income
34,694

 
29,038

 
30,159

 
134,052

 
111,706

Non-interest expense
153,712

 
151,681

 
136,317

 
629,061

 
509,073

Income tax expense
18,074

 
18,046

 
34,958

 
68,265

 
90,831

Net income
77,102

 
69,559

 
26,098

 
261,428

 
161,907

Dividends on preferred stock
3,172

 
3,172

 
3,172

 
12,688

 
9,449

Net income available to common stockholders
$
73,930

 
$
66,387

 
$
22,926

 
$
248,740

 
$
152,458

Weighted average number of common shares outstanding:
 
 
 
 
 
 
 
 
 
Basic
331,492,648

 
331,486,500

 
264,332,895

 
331,258,964

 
264,038,123

Diluted
332,856,385

 
333,000,242

 
265,288,067

 
332,693,718

 
264,889,007

Per common share data:
 
 
 
 
 
 
 
 
 
Basic earnings
$
0.22

 
$
0.20

 
$
0.09

 
$
0.75

 
$
0.58

Diluted earnings
0.22

 
0.20

 
0.09

 
0.75

 
0.58

Cash dividends declared
0.11

 
0.11

 
0.11

 
0.44

 
0.44

Closing stock price - high
11.51

 
13.04

 
12.17

 
13.28

 
12.76

Closing stock price - low
8.45

 
11.25

 
11.00

 
8.45

 
10.71

CORE ADJUSTED FINANCIAL DATA:   (2)
 
 
 
 
 
 
 
 
 
Net income available to common shareholders, as adjusted
$
69,478

 
$
69,888

 
$
42,591

 
$
269,897

 
$
179,074

Basic earnings per share, as adjusted
0.21

 
0.21

 
0.16

 
0.81

 
0.68

Diluted earnings per share, as adjusted
0.21

 
0.21

 
0.16

 
0.81

 
0.68

FINANCIAL RATIOS:
 
 
 
 
 
 
 
 
`

Net interest margin
3.08
%
 
3.10
%
 
3.09
%
 
3.09
%
 
3.07
%
Net interest margin - FTE (1)
3.10

 
3.12

 
3.13

 
3.11

 
3.11

Annualized return on average assets
0.98

 
0.91

 
0.44

 
0.86

 
0.69

Annualized return on avg. shareholders' equity
9.23

 
8.41

 
4.07

 
7.91

 
6.55

Annualized return on avg. tangible shareholders' equity (2)
14.17

 
12.96

 
5.71

 
12.21

 
9.32

Efficiency ratio (3)
59.87

 
61.70

 
68.30

 
63.46

 
65.96

CORE ADJUSTED FINANCIAL RATIOS:   (2)
 
 
 
 
 
 
 
 
 
Annualized return on average assets, as adjusted
0.93
%
 
0.96
%
 
0.77
%
 
0.93
%
 
0.80
%
Annualized return on average shareholders' equity, as adjusted
8.70

 
8.84

 
7.14

 
8.55

 
7.63

Annualized return on average tangible shareholders' equity, as adjusted
13.36

 
13.61

 
10.00

 
13.20

 
10.85

Efficiency ratio, as adjusted
56.68

 
57.84

 
57.43

 
57.90

 
58.93

AVERAGE BALANCE SHEET ITEMS:
 
 
 
 
 
 
 
 
 
Assets
$
31,328,729

 
$
30,493,175

 
$
23,907,011

 
$
30,229,276

 
$
23,478,798

Interest earning assets
28,806,620

 
27,971,712

 
21,932,517

 
27,702,911

 
21,488,498

Loans
24,530,919

 
23,659,190

 
18,242,690

 
23,340,330

 
17,819,003

Interest bearing liabilities
21,515,197

 
20,758,249

 
15,919,382

 
20,528,920

 
15,640,317

Deposits
23,702,885

 
22,223,203

 
17,812,343

 
22,418,142

 
17,456,115

Shareholders' equity
3,340,411

 
3,307,690

 
2,562,326

 
3,304,531

 
2,471,751



8


VALLEY NATIONAL BANCORP
CONSOLIDATED FINANCIAL HIGHLIGHTS




 
As of
BALANCE SHEET ITEMS:
December 31,
 
September 30,
 
June 30,
 
March 31,
 
December 31,
(In thousands)
2018
 
2018
 
2018
 
2018
 
2017
Assets
$
31,863,088

 
$
30,881,948

 
$
30,182,979

 
$
29,464,357

 
$
24,002,306

Total loans
25,035,469

 
24,111,290

 
23,234,716

 
22,552,767

 
18,331,580

Non-PCI loans
20,845,383

 
19,681,255

 
18,587,015

 
17,636,934

 
16,944,365

Deposits
24,452,974

 
22,588,272

 
21,640,772

 
21,959,846

 
18,153,462

Shareholders' equity
3,350,454

 
3,302,936

 
3,277,312

 
3,245,003

 
2,533,165

 
 
 
 
 
 
 
 
 
 
LOANS:
 
 
 
 
 
 
 
 
 
(In thousands)
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
4,331,032

 
$
4,015,280

 
$
3,829,525

 
$
3,631,597

 
$
2,741,425

Commercial real estate:
 
 
 
 
 
 
 
 
 
Commercial real estate
12,407,275

 
12,251,231

 
11,913,830

 
11,706,228

 
9,496,777

Construction
1,488,132

 
1,416,259

 
1,376,732

 
1,372,508

 
851,105

Total commercial real estate
13,895,407

 
13,667,490

 
13,290,562

 
13,078,736

 
10,347,882

Residential mortgage
4,111,400

 
3,782,972

 
3,528,682

 
3,321,560

 
2,859,035

Consumer:
 
 
 
 
 
 
 
 
 
Home equity
517,089

 
521,797

 
520,849

 
549,329

 
446,280

Automobile
1,319,571

 
1,288,902

 
1,281,735

 
1,222,721

 
1,208,902

Other consumer
860,970

 
834,849

 
783,363

 
748,824

 
728,056

Total consumer loans
2,697,630

 
2,645,548

 
2,585,947

 
2,520,874

 
2,383,238

 Total loans
$
25,035,469

 
$
24,111,290

 
$
23,234,716

 
$
22,552,767

 
$
18,331,580

 
 
 
 
 
 
 
 
 
 
CAPITAL RATIOS:
 
 
 
 
 
 
 
 
 
Book value per common share
$
9.48

 
$
9.33

 
$
9.26

 
$
9.16

 
$
8.79

Tangible book value per common share (2)
5.97

 
5.81

 
5.75

 
5.65

 
6.01

Tangible common equity to tangible assets (2)
6.45
%
 
6.48
%
 
6.56
%
 
6.61
%
 
6.83
%
Tier 1 leverage capital
7.57

 
7.63

 
7.72

 
7.71

 
8.03

Common equity tier 1 capital
8.43

 
8.56

 
8.71

 
8.77

 
9.22

Tier 1 risk-based capital
9.30

 
9.46

 
9.65

 
9.73

 
10.41

Total risk-based capital
11.34

 
11.55

 
11.77

 
11.89

 
12.61





9


VALLEY NATIONAL BANCORP
CONSOLIDATED FINANCIAL HIGHLIGHTS




 
Three Months Ended
 
Years Ended
ALLOWANCE FOR CREDIT LOSSES:
December 31,
 
September 30,
 
December 31,
 
December 31,
($ in thousands)
2018
 
2018
 
2017
 
2018
 
2017
Beginning balance - Allowance for credit losses
$
149,475

 
$
143,154

 
$
121,480

 
$
124,452

 
$
116,604

Loans charged-off:
 
 
 
 
 
 
 
 
 
Commercial and industrial
(909
)
 
(833
)
 
(532
)
 
(2,515
)
 
(5,421
)
Commercial real estate

 

 
(6
)
 
(348
)
 
(559
)
Construction

 

 

 

 

Residential mortgage
(56
)
 

 
(42
)
 
(223
)
 
(530
)
Total Consumer
(1,194
)
 
(1,150
)
 
(1,097
)
 
(4,977
)
 
(4,564
)
Total loans charged-off
(2,159
)
 
(1,983
)
 
(1,677
)
 
(8,063
)
 
(11,074
)
Charged-off loans recovered:
 
 
 
 
 
 
 
 
 
Commercial and industrial
566

 
1,131

 
1,256

 
4,623

 
4,736

Commercial real estate
21

 
12

 
22

 
417

 
552

Construction

 

 
579

 

 
873

Residential mortgage
3

 
9

 
113

 
272

 
1,016

Total Consumer
530

 
600

 
479

 
2,093

 
1,803

Total loans recovered
1,120

 
1,752

 
2,449

 
7,405

 
8,980

Net (charge-offs) recoveries
(1,039
)
 
(231
)
 
772

 
(658
)
 
(2,094
)
Provision for credit losses
7,859

 
6,552

 
2,200

 
32,501

 
9,942

Ending balance - Allowance for credit losses
$
156,295

 
$
149,475

 
$
124,452

 
$
156,295

 
$
124,452

Components of allowance for credit losses:
 
 
 
 
 
 
 
 
 
Allowance for loans
$
151,859

 
$
144,963

 
$
120,856

 
$
151,859

 
$
120,856

Allowance for unfunded letters of credit
4,436

 
4,512

 
3,596

 
4,436

 
3,596

Allowance for credit losses
$
156,295

 
$
149,475

 
$
124,452

 
$
156,295

 
$
124,452

Components of provision for credit losses:
 
 
 
 
 
 
 
 
 
Provision for loan losses
$
7,935

 
$
6,432

 
$
1,118

 
$
31,661

 
$
8,531

Provision for unfunded letters of credit
(76
)
 
120

 
1,082

 
840

 
1,411

Provision for credit losses
$
7,859

 
$
6,552

 
$
2,200

 
$
32,501

 
$
9,942

 
 
 
 
 
 
 
 
 
 
Annualized ratio of total net charge-offs (recoveries) to average loans
0.02
%
 
0.00
%
 
(0.02
)%
 
0.00
%
 
0.01
%
Allowance for credit losses as a % of non-PCI loans
0.75
%
 
0.76
%
 
0.73
 %
 
0.75
%
 
0.73
%
Allowance for credit losses as a % of total loans
0.62
%
 
0.62
%
 
0.68
 %
 
0.62
%
 
0.68
%

10


VALLEY NATIONAL BANCORP
CONSOLIDATED FINANCIAL HIGHLIGHTS




 
As of
ASSET QUALITY:   (4)
December 31,
 
September 30,
 
June 30,
 
March 31,
 
December 31,
($ in thousands)
2018
 
2018
 
2018
 
2018
 
2017
Accruing past due loans:
 
 
 
 
 
 
 
 
 
30 to 59 days past due:
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
13,085

 
$
9,462

 
$
6,780

 
$
5,405

 
$
3,650

Commercial real estate
9,521

 
3,387

 
4,323

 
3,699

 
11,223

Construction
2,829

 
15,576

 
175

 
532

 
12,949

Residential mortgage
16,576

 
10,058

 
7,961

 
6,460

 
12,669

Total Consumer
9,740

 
7,443

 
6,573

 
5,244

 
8,409

Total 30 to 59 days past due
51,751

 
45,926

 
25,812

 
21,340

 
48,900

60 to 89 days past due:
 
 
 
 
 
 
 
 
 
Commercial and industrial
3,768

 
1,431

 
1,533

 
804

 
544

Commercial real estate
530

 
2,502

 

 

 

Construction

 
36

 

 
1,099

 
18,845

Residential mortgage
2,458

 
3,270

 
1,978

 
4,081

 
7,903

Total Consumer
1,386

 
1,249

 
860

 
1,489

 
1,199

Total 60 to 89 days past due
8,142

 
8,488

 
4,371

 
7,473

 
28,491

90 or more days past due:
 
 
 
 
 
 
 
 
 
Commercial and industrial
6,156

 
1,618

 
560

 
653

 

Commercial real estate
27

 
27

 
27

 
27

 
27

Construction

 

 

 

 

Residential mortgage
1,288

 
1,877

 
2,324

 
3,361

 
2,779

Total Consumer
341

 
282

 
198

 
372

 
284

Total 90 or more days past due
7,812

 
3,804

 
3,109

 
4,413

 
3,090

Total accruing past due loans
$
67,705

 
$
58,218

 
$
33,292

 
$
33,226

 
$
80,481

Non-accrual loans:
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
70,096

 
$
52,929

 
$
53,596

 
$
25,112

 
$
20,890

Commercial real estate
2,372

 
7,103

 
7,452

 
8,679

 
11,328

Construction
356

 

 
1,100

 
732

 
732

Residential mortgage
12,917

 
16,083

 
19,303

 
22,694

 
12,405

Total Consumer
2,655

 
2,248

 
3,003

 
3,104

 
1,870

Total non-accrual loans
88,396

 
78,363

 
84,454

 
60,321

 
47,225

Other real estate owned (OREO)
9,491

 
9,863

 
11,760

 
13,773

 
9,795

Other repossessed assets
744

 
445

 
864

 
858

 
441

Total non-performing assets
$
98,631

 
$
88,671

 
$
97,078

 
$
74,952

 
$
57,461

Performing troubled debt restructured loans
$
77,216

 
$
81,141

 
$
83,694

 
$
116,414

 
$
117,176

Total non-accrual loans as a % of loans
0.35
%
 
0.33
%
 
0.36
%
 
0.27
%
 
0.26
%
Total accruing past due and non-accrual loans as a % of loans
0.62
%
 
0.57
%
 
0.51
%
 
0.41
%
 
0.70
%
Allowance for loan losses as a % of non-accrual loans
171.79
%
 
184.99
%
 
164.30
%
 
220.26
%
 
255.92
%
Non-performing purchased credit-impaired loans (5)
$
56,125

 
$
75,422

 
$
57,311

 
$
62,857

 
$
38,088




11


VALLEY NATIONAL BANCORP
CONSOLIDATED FINANCIAL HIGHLIGHTS



NOTES TO SELECTED FINANCIAL DATA
(1)
Net interest income and net interest margin are presented on a tax equivalent basis using a 21 percent and 35 percent federal tax rate for the periods ending in 2018 and 2017, respectively. Valley believes that this presentation provides comparability of net interest income and net interest margin arising from both taxable and tax-exempt sources and is consistent with industry practice and SEC rules.
(2)
This press release contains certain supplemental financial information, described in the Notes below, which has been determined by methods other than U.S. Generally Accepted Accounting Principles ("GAAP") that management uses in its analysis of Valley's performance. Management believes these non-GAAP financial measures provide information useful to investors in understanding Valley's financial results. Specifically, Valley provides measures based on what it believes are its operating earnings on a consistent basis and excludes material non-core operating items which affect the GAAP reporting of results of operations. Management utilizes these measures for internal planning and forecasting purposes. Management believes that Valley's presentation and discussion, together with the accompanying reconciliations, provides a complete understanding of factors and trends affecting Valley's business and allows investors to view performance in a manner similar to management. These non-GAAP measures should not be considered a substitute for GAAP basis measures and results and Valley strongly encourages investors to review its consolidated financial statements in their entirety and not to rely on any single financial measure. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names.

 
Three Months Ended
 
Years Ended
 
December 31,
 
September 30,
 
December 31,
 
December 31,
($ in thousands, except for share data)
2018
 
2018
 
2017
 
2018
 
2017
Adjusted net income available to common shareholders:
 
 
 
 
 
 
 
 
 
Net income, as reported
$
77,102

 
$
69,559

 
$
26,098

 
$
261,428

 
$
161,907

Less: Gain on the sale of Visa Class B shares (net of tax)*
(4,677
)
 

 

 
(4,677
)
 

Add: Losses on securities transactions (net of tax)
1,047

 
56

 
15

 
1,677

 
12

Add: Severance costs (branch transformation only, net of tax)**
1,907

 

 

 
1,907

 

Add: LIFT program expense (net of tax)***

 

 

 

 
5,753

Add: Branch related asset impairment (net of tax)****

 
1,304

 

 
1,304

 

Add: Legal expenses (litigation reserve impact only, net of tax)

 
1,206

 

 
8,726

 

Add: Merger related expenses (net of tax)*****
(455
)
 
935

 
1,073

 
12,494

 
2,274

Add: Amortization of tax credit investments (Tax Act impact only)

 

 
3,136

 

 
3,136

Add: Income tax (benefit) expense (USAB and Tax Act impacts only)
(2,274
)
 

 
15,441

 
(274
)
 
15,441

Net income, as adjusted
$
72,650

 
$
73,060

 
$
45,763

 
$
282,585

 
$
188,523

Dividends on preferred stock
3,172

 
3,172

 
3,172

 
12,688

 
9,449

Net income available to common shareholders, as adjusted
$
69,478

 
$
69,888

 
$
42,591

 
$
269,897

 
$
179,074

_____________
 
 
 
 
 
 
 
 
 
* The gain from the sale of non-marketable securities is included in other non-interest income.
** Severance costs are included in salary and employee benefits expense.
*** LIFT program expenses are primarily within professional and legal fees, and salary and employee benefits expense.
**** Branch related asset impairment is included in net losses on sale of assets within other non-interest income.
***** Merger related expenses are primarily within salary and employee benefits and other expense.
 
 
 
 
 
 
 
 
 
 
Adjusted per common share data:
 
 
 
 
 
 
 
 
 
Net income available to common shareholders, as adjusted
$
69,478

 
$
69,888

 
$
42,591

 
$
269,897

 
$
179,074

Average number of shares outstanding
331,492,648

 
331,486,500

 
264,332,895

 
331,258,964

 
264,038,123

Basic earnings, as adjusted
$
0.21

 
$
0.21

 
$
0.16

 
$
0.81

 
$
0.68

Average number of diluted shares outstanding
332,856,385

 
333,000,242

 
265,288,067

 
332,693,718

 
264,889,007

Diluted earnings, as adjusted
$
0.21

 
$
0.21

 
$
0.16

 
$
0.81

 
$
0.68




12


VALLEY NATIONAL BANCORP
CONSOLIDATED FINANCIAL HIGHLIGHTS



 
Three Months Ended
 
Years Ended
 
December 31,
 
September 30,
 
December 31,
 
December 31,
($ in thousands, except for share data)
2018
 
2018
 
2017
 
2018
 
2017
Adjusted annualized return on average tangible shareholders' equity:
 
 
 
 
 
 
 
 
 
Net income, as adjusted
$
72,650

 
$
73,060

 
$
45,763

 
$
282,585

 
$
188,523

Average shareholders' equity
3,340,411

 
3,307,690

 
2,562,326

 
3,304,531

 
2,471,751

Less: Average goodwill and other intangible assets
1,164,638

 
1,161,167

 
732,604

 
1,163,398

 
734,200

Average tangible shareholders' equity
$
2,175,773

 
$
2,146,523

 
$
1,829,722

 
$
2,141,133

 
$
1,737,551

Annualized return on average tangible shareholders' equity
13.36
%
 
13.61
%
 
10.00
%
 
13.20
%
 
10.85
%
Adjusted annualized return on average assets:
 
 
 
 
 
 
 
 
 
Net income, as adjusted
$
72,650

 
$
73,060

 
$
45,763

 
$
282,585

 
$
188,523

Average assets
$
31,328,729

 
$
30,493,175

 
$
23,907,011

 
$
30,229,276

 
$
23,478,798

Annualized return on average assets, as adjusted
0.93
%
 
0.96
%
 
0.77
%
 
0.93
%
 
0.80
%
Adjusted annualized return on average shareholders' equity:
 
 
 
 
 
 
 
 
 
Net income, as adjusted
$
72,650

 
$
73,060

 
$
45,763

 
$
282,585

 
$
188,523

Average shareholders' equity
$
3,340,411

 
$
3,307,690

 
$
2,562,326

 
$
3,304,531

 
$
2,471,751

Annualized return on average shareholders' equity, as adjusted
8.70
%
 
8.84
%
 
7.14
%
 
8.55
%
 
7.63
%

Annualized return on average tangible shareholders' equity:
 
 
 
 
 
 
 
 
 
Net income, as reported
$
77,102

 
$
69,559

 
$
26,098

 
$
261,428

 
$
161,907

Average shareholders' equity
3,340,411

 
3,307,690

 
2,562,326

 
3,304,531

 
2,471,751

Less: Average goodwill and other intangible assets
1,164,638

 
1,161,167

 
732,604

 
1,163,398

 
734,200

 Average tangible shareholders' equity
$
2,175,773

 
$
2,146,523

 
$
1,829,722

 
$
2,141,133

 
$
1,737,551

Annualized return on average tangible shareholders' equity
14.17
%
 
12.96
%
 
5.71
%
 
12.21
%
 
9.32
%
Adjusted efficiency ratio:
 
 
 
 
 
 
 
 
 
Non-interest expense
$
153,712

 
$
151,681

 
$
136,317

 
$
629,061

 
$
509,073

Less: Severance expense (branch transformation only, pre-tax)
2,662

 

 

 
2,662

 

Less: LIFT program expenses (pre-tax)

 

 

 

 
9,875

Less: Legal expenses (litigation reserve impact only, pre-tax)

 
1,684

 

 
12,184

 

Less: Merger-related expenses (pre-tax)
(635
)
 
1,304

 
1,378

 
17,445

 
2,620

Less: Amortization of tax credit investments (pre-tax)
9,044

 
5,412

 
20,302

 
24,200

 
41,747

Non-interest expense, as adjusted
142,641

 
143,281

 
114,637

 
572,570

 
454,831

Net interest income
222,053

 
216,800

 
169,414

 
857,203

 
660,047

Non-interest income, as reported
34,694

 
29,038

 
30,159

 
134,052

 
111,706

Add: Branch related asset impairment (pre-tax)

 
1,821

 

 
1,821

 

Add: Losses on securities transactions, net (pre-tax)
1,462

 
79

 
25

 
2,342

 
20

Less: Gain on the sale of Visa Class B shares (pre-tax)
6,530

 

 

 
6,530

 

Non-interest income, as adjusted
$
29,626

 
$
30,938

 
$
30,184

 
$
131,685

 
$
111,726

Gross operating income, as adjusted
$
251,679

 
$
247,738

 
$
199,598

 
$
988,888

 
$
771,773

Efficiency ratio, as adjusted
56.68
%
 
57.84
%
 
57.43
%
 
57.90
%
 
58.93
%

13


VALLEY NATIONAL BANCORP
CONSOLIDATED FINANCIAL HIGHLIGHTS



 
As Of
 
December 31,
 
September 30,
 
June 30,
 
March 31,
 
December 31,
($ in thousands, except for share data)
2018
 
2018
 
2018
 
2018
 
2017
Tangible book value per common share:
 
 
 
 
 
 
 
 
 
Common shares outstanding
331,431,217

 
331,501,424

 
331,454,025

 
331,189,859

 
264,468,851

Shareholders' equity
$
3,350,454

 
$
3,302,936

 
$
3,277,312

 
$
3,245,003

 
$
2,533,165

Less: Preferred Stock
209,691

 
209,691

 
209,691

 
209,691

 
209,691

Less: Goodwill and other intangible assets
1,161,655

 
1,166,481

 
1,162,858

 
1,165,379

 
733,144

Tangible common shareholders' equity
$
1,979,108

 
$
1,926,764

 
$
1,904,763

 
$
1,869,933

 
$
1,590,330

    Tangible book value per common share
$
5.97

 
$
5.81

 
$
5.75

 
$
5.65

 
$
6.01

Tangible common equity to tangible assets:
 
 
 
 
 
 
 
 
 
Tangible common shareholders' equity
$
1,979,108

 
$
1,926,764

 
$
1,904,763

 
$
1,869,933

 
$
1,590,330

Total assets
$
31,863,088

 
$
30,881,948

 
$
30,182,979

 
$
29,464,357

 
$
24,002,306

Less: Goodwill and other intangible assets
1,161,655

 
1,166,481

 
1,162,858

 
1,165,379

 
733,144

Tangible assets
$
30,701,433

 
$
29,715,467

 
$
29,020,121

 
$
28,298,978

 
$
23,269,162

    Tangible common equity to tangible assets
6.45
%
 
6.48
%
 
6.56
%
 
6.61
%
 
6.83
%
(3)
The efficiency ratio measures Valley's total non-interest expense as a percentage of net interest income plus total non-interest income.
(4)
Past due loans and non-accrual loans exclude purchased credit-impaired (PCI) loans. PCI loans are accounted for on a pool basis under U.S. GAAP and are not subject to delinquency classification in the same manner as loans originated by Valley.
(5)
Represent PCI loans meeting Valley's definition of non-performing loan (i.e., non-accrual loans), but are not subject to such classification under U.S. GAAP because the loans are accounted for on a pooled basis and are excluded from the non-accrual loans in the table above.
SHAREHOLDERS RELATIONS
Requests for copies of reports and/or other inquiries should be directed to Tina Zarkadas, Assistant Vice President, Shareholder Relations Specialist, Valley National Bancorp, 1455 Valley Road, Wayne, New Jersey, 07470, by telephone at (973) 305-3380, by fax at (973) 305-1364 or by e-mail at tzarkadas@valley.com.

14


VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands, except for share data)



 
December 31,
 
2018
 
2017
 
(Unaudited)
 
 
Assets
 
 
 
Cash and due from banks
$
251,541

 
$
243,310

Interest bearing deposits with banks
177,088

 
172,800

Investment securities:
 
 
 
Held to maturity (fair value of $2,034,943 at December 31, 2018 and $1,837,620 at December 31, 2017)
2,068,246

 
1,842,691

Available for sale
1,749,544

 
1,493,905

Total investment securities
3,817,790

 
3,336,596

Loans held for sale, at fair value
35,155

 
15,119

Loans
25,035,469

 
18,331,580

Less: Allowance for loan losses
(151,859
)
 
(120,856
)
Net loans
24,883,610

 
18,210,724

Premises and equipment, net
341,630

 
287,705

Bank owned life insurance
439,602

 
386,079

Accrued interest receivable
95,296

 
73,990

Goodwill
1,084,665

 
690,637

Other intangible assets, net
76,990

 
42,507

Other assets
659,721

 
542,839

Total Assets
$
31,863,088

 
$
24,002,306

Liabilities
 
 
 
Deposits:
 
 
 
Non-interest bearing
$
6,175,495

 
$
5,224,928

Interest bearing:
 
 
 
Savings, NOW and money market
11,213,495

 
9,365,013

Time
7,063,984

 
3,563,521

Total deposits
24,452,974

 
18,153,462

Short-term borrowings
2,118,914

 
748,628

Long-term borrowings
1,654,268

 
2,315,819

Junior subordinated debentures issued to capital trusts
55,370

 
41,774

Accrued expenses and other liabilities
231,108

 
209,458

Total Liabilities
28,512,634

 
21,469,141

Shareholders’ Equity
 
 
 
Preferred stock, no par value; 50,000,000 shares authorized:
 
 
 
Series A (4,600,000 shares issued at December 31, 2018 and December 31, 2017)
111,590

 
111,590

Series B (4,000,000 shares issued at December 31, 2018 and December 31, 2017)
98,101

 
98,101

Common stock (no par value, authorized 450,000,000 shares; issued 331,634,951 shares at December 31, 2018 and 264,498,643 shares at December 31, 2017)
116,240

 
92,727

Surplus
2,796,499

 
2,060,356

Retained earnings
299,642

 
216,733

Accumulated other comprehensive loss
(69,431
)
 
(46,005
)
Treasury stock, at cost (203,734 shares at December 31, 2018 and 29,792 shares at December 31, 2017)
(2,187
)
 
(337
)
Total Shareholders’ Equity
3,350,454

 
2,533,165

Total Liabilities and Shareholders’ Equity
$
31,863,088

 
$
24,002,306


15


VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(in thousands, except for share data)


 
Three Months Ended
 
Years Ended
 
December 31,
 
September 30,
 
December 31,
 
December 31,
 
2018
 
2018
 
2017
 
2018
 
2017
Interest Income
 
 
 
 
 
 
 
 
 
Interest and fees on loans
$
282,847

 
$
265,870

 
$
192,537

 
$
1,033,993

 
$
734,474

Interest and dividends on investment securities:
 
 
 
 
 
 
 
 
 
Taxable
22,399

 
21,362

 
18,237

 
87,306

 
72,676

Tax-exempt
5,121

 
5,023

 
3,673

 
21,504

 
15,399

Dividends
3,561

 
3,981

 
2,867

 
13,209

 
9,812

Interest on other short-term investments
666

 
805

 
637

 
3,236

 
1,793

Total interest income
314,594

 
297,041

 
217,951

 
1,159,248

 
834,154

Interest Expense
 
 
 
 
 
 
 
 
 
Interest on deposits:
 
 
 
 
 
 
 
 
 
Savings, NOW and money market
32,546

 
28,775

 
16,762

 
108,394

 
55,300

Time
30,599

 
20,109

 
11,975

 
81,959

 
42,546

Interest on short-term borrowings
14,092

 
15,193

 
3,456

 
45,930

 
18,034

Interest on long-term borrowings and junior subordinated debentures
15,304

 
16,164

 
16,344

 
65,762

 
58,227

Total interest expense
92,541

 
80,241

 
48,537

 
302,045

 
174,107

Net Interest Income
222,053

 
216,800

 
169,414

 
857,203

 
660,047

Provision for credit losses
7,859

 
6,552

 
2,200

 
32,501

 
9,942

Net Interest Income After Provision for Credit Losses
214,194

 
210,248

 
167,214

 
824,702

 
650,105

Non-Interest Income
 
 
 
 
 
 
 
 
 
Trust and investment services
2,998

 
3,143

 
2,932

 
12,633

 
11,538

Insurance commissions
3,720

 
3,646

 
4,218

 
15,213

 
18,156

Service charges on deposit accounts
6,288

 
6,597

 
5,393

 
26,817

 
21,529

Losses on securities transactions, net
(1,462
)
 
(79
)
 
(25
)
 
(2,342
)
 
(20
)
Fees from loan servicing
2,478

 
2,573

 
1,843

 
9,319

 
7,384

Gains on sales of loans, net
2,372

 
3,748

 
6,375

 
20,515

 
20,814

Bank owned life insurance
1,731

 
2,545

 
1,633

 
8,691

 
7,338

Other
16,569

 
6,865

 
7,790

 
43,206

 
24,967

Total non-interest income
34,694

 
29,038

 
30,159

 
134,052

 
111,706

Non-Interest Expense
 
 
 
 
 
 
 
 
 
Salary and employee benefits expense
80,802

 
80,778

 
64,560

 
333,816

 
263,337

Net occupancy and equipment expense
27,643

 
26,295

 
23,843

 
108,763

 
92,243

FDIC insurance assessment
7,303

 
7,421

 
5,163

 
28,266

 
19,821

Amortization of other intangible assets
4,809

 
4,697

 
2,420

 
18,416

 
10,016

Professional and legal fees
5,119

 
6,638

 
5,727

 
34,141

 
25,834

Amortization of tax credit investments
9,044

 
5,412

 
20,302

 
24,200

 
41,747

Telecommunication expense
2,166

 
3,327

 
2,091

 
12,102

 
9,921

Other
16,826

 
17,113

 
12,211

 
69,357

 
46,154

Total non-interest expense
153,712

 
151,681

 
136,317

 
629,061

 
509,073

Income Before Income Taxes
95,176

 
87,605

 
61,056

 
329,693

 
252,738

Income tax expense
18,074

 
18,046

 
34,958

 
68,265

 
90,831

Net Income
77,102

 
69,559

 
26,098

 
261,428

 
161,907

Dividends on preferred stock
3,172

 
3,172

 
3,172

 
12,688

 
9,449

Net Income Available to Common Shareholders
$
73,930

 
$
66,387

 
$
22,926

 
$
248,740

 
$
152,458

Earnings Per Common Share:
 
 
 
 
 
 
 
 
 
Basic
$
0.22

 
$
0.20

 
$
0.09

 
$
0.75

 
$
0.58

Diluted
0.22

 
0.20

 
0.09

 
0.75

 
0.58

Cash Dividends Declared per Common Share
0.11

 
0.11

 
0.11

 
0.44

 
0.44

Weighted Average Number of Common Shares Outstanding:
 
 
 
 
 
 
 
 
 
Basic
331,492,648

 
331,486,500

 
264,332,895

 
331,258,964

 
264,038,123

Diluted
332,856,385

 
333,000,242

 
265,288,067

 
332,693,718

 
264,889,007


16




 
VALLEY NATIONAL BANCORP
 
Quarterly Analysis of Average Assets, Liabilities and Shareholders' Equity and
 
Net Interest Income on a Tax Equivalent Basis
 
Three Months Ended
 
December 31, 2018
 
September 30, 2018
 
December 31, 2017
 
 Average
 
 
 
Avg.
 
 Average
 
 
 
Avg.
 
 Average
 
 
 
Avg.
($ in thousands)
 Balance
 
 Interest
 
Rate
 
 Balance
 
 Interest
 
Rate
 
 Balance
 
 Interest
 
Rate
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest earning assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans (1)(2)
$
24,530,919

 
$
282,847

 
4.61
%
 
$
23,659,190

 
$
265,871

 
4.50
%
 
$
18,242,690

 
$
192,539

 
4.22
%
Taxable investments (3)
3,398,396

 
25,960

 
3.06
%
 
3,399,910

 
25,343

 
2.98
%
 
2,931,144

 
21,104

 
2.88
%
Tax-exempt investments (1)(3)
713,552

 
6,482

 
3.63
%
 
730,711

 
6,358

 
3.48
%
 
528,681

 
5,651

 
4.28
%
Interest bearing deposits with banks
163,753

 
666

 
1.63
%
 
181,901

 
805

 
1.77
%
 
230,002

 
637

 
1.11
%
Total interest earning assets
28,806,620

 
315,955

 
4.39
%
 
27,971,712

 
298,377

 
4.27
%
 
21,932,517

 
219,931

 
4.01
%
Other assets
2,522,109

 
 
 
 
 
2,521,463

 
 
 
 
 
1,974,494

 
 
 
 
Total assets
$
31,328,729

 
 
 
 
 
$
30,493,175

 
 
 
 
 
$
23,907,011

 
 
 
 
Liabilities and Shareholders' Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Savings, NOW and money market deposits
$
11,186,180

 
$
32,546

 
1.16
%
 
$
11,032,866

 
$
28,775

 
1.04
%
 
$
9,085,986

 
$
16,762

 
0.74
%
Time deposits
6,245,803

 
30,599

 
1.96
%
 
4,967,691

 
20,109

 
1.62
%
 
3,478,046

 
11,975

 
1.38
%
Short-term borrowings
2,316,020

 
14,092

 
2.43
%
 
2,766,398

 
15,193

 
2.20
%
 
1,011,130

 
3,456

 
1.37
%
Long-term borrowings  (4)
1,767,194

 
15,304

 
3.46
%
 
1,991,294

 
16,164

 
3.25
%
 
2,344,220

 
16,344

 
2.79
%
Total interest bearing liabilities
21,515,197

 
92,541

 
1.72
%
 
20,758,249

 
80,241

 
1.55
%
 
15,919,382

 
48,537

 
1.22
%
Non-interest bearing deposits
6,270,902

 
 
 
 
 
6,222,646

 
 
 
 
 
5,248,311

 
 
 
 
Other liabilities
202,219

 
 
 
 
 
204,590

 
 
 
 
 
176,992

 
 
 
 
Shareholders' equity
3,340,411

 
 
 
 
 
3,307,690

 
 
 
 
 
2,562,326

 
 
 
 
Total liabilities and shareholders' equity
$
31,328,729

 
 
 
 
 
$
30,493,175

 
 
 
 
 
$
23,907,011

 
 
 
 
Net interest income/interest rate spread (5)
 
 
$
223,414

 
2.67
%
 
 
 
$
218,136

 
2.72
%
 
 
 
$
171,394

 
2.79
%
Tax equivalent adjustment
 
 
(1,361
)
 
 
 
 
 
(1,336
)
 
 
 
 
 
(1,980
)
 
 
Net interest income, as reported
 
 
$
222,053

 
 
 
 
 
$
216,800

 
 
 
 
 
$
169,414

 
 
Net interest margin (6)
 
 
 
 
3.08
%
 
 
 
 
 
3.10
%
 
 
 
 
 
3.09
%
Tax equivalent effect
 
 
 
 
0.02
%
 
 
 
 
 
0.02
%
 
 
 
 
 
0.04
%
Net interest margin on a fully tax equivalent basis (6)
 
 
 
 
3.10
%
 
 
 
 
 
3.12
%
 
 
 
 
 
3.13
%
 

(1)
Interest income is presented on a tax equivalent basis using a 21 percent and 35 percent federal tax rate for 2018 and 2017, respectively.
(2)
Loans are stated net of unearned income and include non-accrual loans.
(3)
The yield for securities that are classified as available for sale is based on the average historical amortized cost.
(4)
Includes junior subordinated debentures issued to capital trusts which are presented separately on the consolidated statements of condition.
(5)
Interest rate spread represents the difference between the average yield on interest earning assets and the average cost of interest bearing liabilities and is presented on a fully tax equivalent basis.
(6)
Net interest income as a percentage of total average interest earning assets.

17

Exhibit 99.2 4Q18 Earnings Presentation January 31, 2019


 
Forward Looking Statements The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about new and existing programs and products, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations. These statements may be identified by such forward-looking terminology as “should,” “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to: weakness or a decline in the economy, mainly in New Jersey, New York, Florida and Alabama, as well as an unexpected decline in commercial real estate values within our market areas; the inability to retain USAB’s customers and key employees; The inability to grow costumer deposits to keep pace with loan growth; an increase in our allowance for credit losses due higher than expected loan losses within one or more segments of our loan portfolio; less than expected cost reductions and revenue enhancement from Valley's cost reduction plan including its earnings enhancement program called "LIFT" and branch transformation strategy; greater than expected technology related costs due to, among other factors, prolonged or failed implementations, additional project staffing and obsolescence caused by continuous and rapid market innovations; the loss of or decrease in lower-cost funding sources within our deposit base, including our inability to achieve deposit retention targets under Valley's branch transformation strategy; the effect of the partial U.S. Government shutdown on levels of economic activity in the markets in which we operate and on levels of end market demand in the economy in general, cyber-attacks, computer viruses or other malware that may breach the security of our websites or other systems to obtain unauthorized access to confidential information, destroy data, disable or degrade service, or sabotage our systems; results of examinations by the OCC, the FRB, the CFPB and other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our allowance for credit losses, write-down assets, reimburse customers, change the way we do business, or limit or eliminate certain other banking activities; damage verdicts or settlements or restrictions related to existing or potential litigations arising from claims of breach of fiduciary responsibility, negligence, fraud, contractual claims, environmental laws, patent or trade mark infringement, employment related claims, and other matters; changes in accounting policies or accounting standards, including the new authoritative accounting guidance (known as the current expected credit loss (CECL) model) which may increase the required level of our allowance for credit losses after adoption on January 1, 2020; higher or lower than expected income tax expense or tax rates, including increases or decreases resulting from the impact of the Tax Cuts and Jobs Act and other changes in tax laws, regulations and case law; our inability or determination not to pay dividends at current levels, or at all, because of inadequate earnings, regulatory restrictions or limitations, changes in our capital requirements or a decision to increase capital by retaining more earnings; unanticipated loan delinquencies, loss of collateral, decreased service revenues, and other potential negative effects on our business caused by severe weather or other external events; unexpected significant declines in the loan portfolio due to the lack of economic expansion, increased competition, large prepayments, changes in regulatory lending guidance or other factors; and the failure of other financial institutions with whom we have trading, clearing, counterparty and other financial relationships. A detailed discussion of factors that could affect our results is included in our SEC filings, including the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2017 and Quarterly Report on Form 10-Q for the period ended September 30, 2018. We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in our expectations. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.


 
4Q 2018 Highlights 3 Reported Adjusted1 4Q18 3Q18 4Q17 4Q18 3Q18 4Q17 Return on 0.98% 0.91% 0.44% 0.93% 0.96% 0.77% Average Assets Efficiency Ratio 59.87% 61.70% 68.30% 56.68% 57.84% 57.43% Diluted Earnings Per $0.22 $0.20 $0.09 $0.21 $0.21 $0.16 Share Year-over-year quarterly adjusted earnings per share growth of over 31% Annualized linked quarter net loan growth of 15.3% Net Interest Margin down 2 basis points linked quarter to 3.10% Year-over-year quarterly adjusted Efficiency Ratio improvement of 75 basis points 1Please refer to the Non-GAAP Disclosure Reconciliation on pages 10 & 11


 
Revenues 4 Net Interest Margin – Stable Trend Non-Interest Income Trends ($mil) Gain-on-Sale of $34.7 Loans 3.13% $30.2 2.4 3.12% 3.10% $29.0 Service Charges 6.3 6.4 3.7 2.5 Loan Servicing 6.6 5.4 Fees 6.7 1.8 2.6 $223.4 1.7 Trust, Investment $218.1 & Insurance 7.2 6.8 BOLI 1.6 2.5 $171.4 15.1 7.8 6.8 1 Other 4Q17 3Q18 4Q18 4Q17 3Q18 4Q18 NII ($mil) NIM Both metrics are represented on full tax equivalent basis Other non-interest income positively impacted by a $5.1 mil Annualized linked-quarter NII growth of 9.7% driven by net pre-tax gain from sale of non-marketable securities substantial loan growth. Mortgage gain-on-sale income declined by $1.3 million on a linked quarter basis Full year 2018 NIM flat at 3.11% vs 2017 1Other Income includes income from swap fees, credit card fees, net gains and losses from sales of assets and securities, FDIC loss-share income/expense (change in FDIC receivable) and other additional sources.


 
Noninterest Expense 5 Project LIFT Status & Timing1 ($ in millions) Efficiency Ratio (%)3 83.1% Realized Benefit $22 mil 61.7 target 59.9 2 57.8 by the end Expected 56.7 of 2Q19 Remaining < 51.0 16.9% Benefit 3Q18 4Q18 3Q18 4Q18 2020 Goal Reported Reported Adjusted Adjusted 4Q18 Adjusted Operating Expenses ($, in millions)3 Linked quarter decline in adjusted expenses Other notable items in 4Q18 driven by lower salaries and benefits (ex- severance) and lower data processing fees ($0.6) $142.6 $1.0 Rebranding $2.7 We realized approximately $2.7 million in pre- tax severance charges related to Branch Transformation $4.2 $9.0 Mortgage Commissions Based on current pipeline and changes in compensation structure we expect mortgage Adjusted Expenses Amortization of tax credits commissions to decline in 1Q19 Severance - Branch Transformation Merger-related 1Figures are on a pre-tax basis; 2Represents the estimated remaining benefit for the program at Dec. 31, 2018; 3Refer to the appendix regarding the calculation for non-GAAP financial measures.


 
Loans & Loan Growth 6 1 Loan Portfolio by Product (4Q18) Loan Growth vs. Industry Res. Mortgage, 15.8% C&I, 17.1% 2 3 Valley Industry Consumer, 13.5% Multi-family, 10.5% 15.8% $25.0 bil Construction, 5.9% 6.3% 5.3% 5.2% Owner Occupied CRE, Non-owner Occupied CRE, 4.1% 11.5% 23.4% 3.1% New loan originations ($ bil) and Yield (%) 2016 2017 2018 Strong Performance and Outlook $1.6 4.95% $1.6 $1.5 2018 full year loan growth of 13.4% and 4Q18 annualized quarterly 4.69% 4.67% 4.44% loan growth of 15.3% We expect loan growth for 2019 in $1.0 a range of 6-8% Q1 2018 Q2 2018 Q3 2018 Q4 2018 Origination Volume (Gross) Yield 1Loan classifications according to call report schedule which may not correspond to classification outlined in earnings release. 2VLY data excludes non-CRA qualifying purchased loans. 3Represents all commercial banks in the U.S. as per Federal Reserve H.8 data.


 
Deposits & Funding 7 Recent Deposit Trend ($ in billions)1 Funding Composition 12/31/18 1 $1.9 bil Non-interest bearing Time +$1.65 bil 7.1 $11.2 Savings, NOW 5.4 $6.2 & MMA Noninterest Bearing $28.2 6.1 6.2 +40 mil Time bil 11.0 11.2 $1.7 Savings, Now & Short-term MMA +$177 mil $2.1 Borrowings $7.1 Long-term 3Q 2018 4Q 2018 Borrowings Trailing Period Betas2 Funding Trends for 4Q18 75.6% 81.9% Loan-to-deposit ratio at 12/31/2018 of 57.4% 52.4% 102.4% 48.1% 53.0% 40.5% Reduced combined short and long-term 40.1% borrowings by approximately $924 million 36.9% from 9/30/2018 3 Months 6 Months 12 Months Total Funding Earning Asset IB Deposits 1Sums may be inconsistent due to the effects of rounding 2Represents the trailing period change from 4Q18 in the quarterly average rate for Valley average deposits, interest-bearing liabilities and earning assets as a percentage of the change in the quarterly average effective federal funds rate for corresponding period.


 
Asset Quality 8 NCOs/Avg. Loans1 Nonaccruals/Loans2 0.02% 0.36% 0.33% 0.35% -0.02% 0.00% 4Q17 3Q18 4Q18 4Q17 3Q18 4Q18 Taxi Medallion Update Quarterly net charge-offs of $1.0 million Taxi Medallion 9/30/18 12/31/18 Loan loss provision (LLP) associated with medallion portfolio equated to approximately Related Reserves as a % of Total 22.46% 24.74% Exposure $2.5 million Remaining quarterly LLP driven by strong loan Total Exposure $132 mil $130 mil originations Medallions as a % of Total Loans 0.55% 0.52% Excluding Medallion loans, we continue to experience favorable credit trends across all geographies 1Represents annualized net charge-offs as a percentage of average loans for the period indicated; 2Represents nonaccrual loans as a percentage of total outstanding loans as the period indicated.


 
Targets & Outlook 9 2019 Full-year loan growth • We are targeting net loan growth in the range of 6% to 8% 2019 Net Interest Income • We anticipate net interest income growth of approximately 5 to 7% 2019 Adjusted Efficiency Ratio • We expect to achieve an adjusted efficiency ratio below 55%


 
Non-GAAP Disclosure Reconciliation 10 Three Months Ended December 31, September 30, December 31, ($ in thousands, except for share data) 2018 2018 2017 Adjusted net income available to common shareholders: Net income, as reported $77,102 $69,559 $26,098 Less: Gain on the sale of Visa Class B shares (net of tax)* (4,677) — — Add: Losses on securities transactions (net of tax) 1,047 56 15 Add: Severance costs (branch transformation only, net of tax)** 1,907 — — Add: Branch related asset impairment (net of tax)**** — 1,304 — Add: Legal expenses (litigation reserve impact only, net of tax) — 1,206 — Add: Merger related expenses (net of tax)***** (455) 935 1,073 Add: Amortization of tax credit investments (Tax Act Impact Only) — — 3,136 Add: Income Tax Expense (USAB and Tax Act Impacts Only) (2,274) — 15,441 Net income, as adjusted $72,650 $73,060 $45,763 Dividends on preferred stock 3,172 3,172 3,172 Net income available to common shareholders, as adjusted $69,478 $69,888 $42,591 * The gain from the sale of non-marketable securities is included in other non-interest income. ** Severance costs are included in salary and employee benefits expense. *** LIFT program expenses are primarily within professional and legal fees, and salary and employee benefits expense. **** Branch related asset impairment is included in net losses on sale of assets within non-interest income. ***** Merger related expenses are primarily within salary and employee benefits and other expense. Adjusted per common share data: Net income available to common shareholders, as adjusted $69,478 $69,888 $42,591 Average number of shares outstanding 331,492,648 331,486,500 264,332,895 Basic earnings, as adjusted $0.21 $0.21 $0.16 Average number of diluted shares outstanding 332,856,385 333,000,242 265,288,067 Diluted earnings, as adjusted $0.21 $0.21 $0.16 Adjusted annualized return on average tangible shareholders' equity: Net income, as adjusted $72,650 $73,060 $45,763 Average shareholders' equity 3,340,411 3,307,690 2,562,326 Less: Average goodwill and other intangible assets 1,164,638 1,161,167 732,604 Average tangible shareholders' equity $2,175,773 $2,146,523 $1,829,722 Annualized return on average tangible shareholders' equity 13.36% 13.61% 10.00% Adjusted annualized return on average assets: Net income, as adjusted $72,650 $73,060 $45,763 Average assets $31,328,729 $30,493,175 $23,907,011 Annualized return on average assets, as adjusted 0.93% 0.96% 0.77% Adjusted annualized return on average shareholders' equity: Net income, as adjusted $72,650 $73,060 $45,763 Average shareholders' equity $3,340,411 $3,307,690 $2,562,326 Annualized return on average shareholders' equity, as adjusted 8.70% 8.84% 7.14%


 
Non-GAAP Disclosure Reconciliation 11 Three Months Ended December 31, September 30, December 31, ($ in thousands) 2018 2018 2017 Annualized return on average tangible shareholders' equity: Net income, as reported $77,102 $69,559 $26,098 Average shareholders' equity 3,340,411 3,307,690 2,562,326 Less: Average goodwill and other intangible assets 1,164,638 1,161,167 732,604 Average tangible shareholders' equity $2,175,773 $2,146,523 $1,829,722 Annualized return on average tangible shareholders' equity 14.17% 12.96% 5.71% Adjusted efficiency ratio: Non-interest expense $153,712 $151,681 $136,317 Less: Severance expense (branch transformation only, pre-tax) 2,662 — — Less: Legal expenses (litigation reserve impact only, pre-tax) — 1,684 — Less: Merger-related expenses (pre-tax) (635) 1,304 1,378 Less: Amortization of tax credit investments (pre-tax) 9,044 5,412 20,302 Non-interest expense, as adjusted $142,641 $143,281 $114,637 Net interest income 222,053 216,800 169,414 Non-interest income, as reported 34,694 29,038 30,159 Add: Branch related asset impairment (pre-tax) — 1,821 — Add: Losses on securities transactions, net (pre-tax) 1,462 79 25 Less: Gain on the sale of Visa Class B shares (pre-tax) 6,530 — — Non-interest income, as adjusted $29,626 $30,938 $30,184 Gross operating income $251,679 $247,738 $199,598 Efficiency ratio, as adjusted 56.68% 57.84% 57.43% As Of December 31, September 30, June 30, March 31, December 31, ($ in thousands, except for share data) 2018 2018 2018 2018 2017 Tangible book value per common share: Common shares outstanding 331,431,217 331,501,424 331,454,025 331,189,859 264,468,851 Shareholders' equity $3,350,454 $3,302,936 $3,277,312 $3,245,003 $2,533,165 Less: Preferred Stock 209,691 209,691 209,691 209,691 209,691 Less: Goodwill and other intangible assets 1,161,655 1,166,481 1,162,858 1,165,379 733,144 Tangible common shareholders' equity $1,979,108 $1,926,764 $1,904,763 $1,869,933 $1,590,330 Tangible book value per common share $5.97 $5.81 $5.75 $5.65 $6.01 Tangible common equity to tangible assets: Tangible common shareholders' equity $1,979,108 $1,926,764 $1,904,763 $1,869,933 $1,590,330 Total assets 31,863,088 30,881,948 30,182,979 29,464,357 24,002,306 Less: Goodwill and other intangible assets 1,161,655 1,166,481 1,162,858 1,165,379 733,144 Tangible assets $30,701,433 $29,715,467 $29,020,121 $28,298,978 $23,269,162 Tangible common equity to tangible assets 6.45% 6.48% 6.56% 6.61% 6.83%


 
For More Information 12 . Log onto our website: www.valley.com . Email requests to: rkraemer@valley.com . Call Rick Kraemer in Investor Relations, at: (973) 686-4817 . Write to: Valley National Bank 1455 Valley Road Wayne, New Jersey 07470 Attn: Rick Kraemer, FSVP - Investor Relations Officer  Log onto our website above or www.sec.gov to obtain free copies of documents filed by Valley with the SEC