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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q
(Mark One)
☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 2021
OR
☐ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
For the transition period from                      to                     
Commission File Number 1-11277 
 Valley National Bancorp
(Exact name of registrant as specified in its charter)
New Jersey 22-2477875
(State or other jurisdiction of
Incorporation or Organization) 		(I.R.S. Employer
Identification Number)
One Penn Plaza
New York, NY 10119
(Address of principal executive office) (Zip code)
973-305-8800
(Registrant’s telephone number, including area code) 
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbols Name of exchange on which registered
Common Stock, no par value VLY The Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series A, no par value VLYPP The Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series B, no par value VLYPO The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.)    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act (check one):
Large accelerated filer ☒ Accelerated filer
☐
Smaller reporting company
☐
Non-accelerated filer
☐
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common Stock (no par value), of which 405,884,672 shares were outstanding as of May 7, 2021.


TABLE OF CONTENTS
 
    Page
Number
PART I
Item 1.
2
3
5
6
7
9
Item 2.
41
Item 3.
73
Item 4.
73
PART II
Item 1.
74
Item 1A.
74
Item 2.
74
Item 6.
75
76

1


PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands, except for share data)
March 31,
2021 		December 31,
2020
Assets (Unaudited)
Cash and due from banks $ 280,915  $ 257,845 
Interest bearing deposits with banks 1,352,918  1,071,360 
Investment securities:
Equity securities 32,973  29,378 
Available for sale debt securities 1,116,221  1,339,473 
Held to maturity debt securities (net of allowance for credit losses of $1,070 at March 31, 2021 and $1,428 at December 31, 2020)
2,389,956  2,171,583 
Total investment securities 3,539,150  3,540,434 
Loans held for sale, at fair value 232,068  301,427 
Loans 32,686,416  32,217,112 
Less: Allowance for loan losses (342,880) (340,243)
Net loans 32,343,536  31,876,869 
Premises and equipment, net 323,841  319,797 
Lease right of use assets 242,190  252,053 
Bank owned life insurance 535,620  535,209 
Accrued interest receivable 107,790  106,230 
Goodwill 1,382,442  1,382,442 
Other intangible assets, net 67,972  70,449 
Other assets 769,569  971,961 
Total Assets $ 41,178,011  $ 40,686,076 
Liabilities
Deposits:
Non-interest bearing $ 10,053,026  $ 9,205,266 
Interest bearing:
Savings, NOW and money market 17,081,105  16,015,658 
Time 5,451,078  6,714,678 
Total deposits 32,585,209  31,935,602 
Short-term borrowings 1,084,666  1,147,958 
Long-term borrowings 2,242,931  2,295,665 
Junior subordinated debentures issued to capital trusts 56,152  56,065 
Lease liabilities 266,407  276,675 
Accrued expenses and other liabilities 282,976  381,991 
Total Liabilities 36,518,341  36,093,956 
Shareholders’ Equity
Preferred stock, no par value; 50,000,000 authorized shares:
Series A (4,600,000 shares issued at March 31, 2021 and December 31, 2020)
111,590  111,590 
Series B (4,000,000 shares issued at March 31, 2021 and December 31, 2020)
98,101  98,101 
Common stock (no par value, authorized 650,000,000 shares; issued 405,801,304 shares at March 31, 2021 and 403,881,488 shares at December 31, 2020)
142,435  141,746 
Surplus 3,651,948  3,637,468 
Retained earnings 672,651  611,158 
Accumulated other comprehensive loss (17,005) (7,718)
Treasury stock, at cost (3,766 common shares at March 31, 2021 and 22,490 common shares at December 31, 2020)
(50) (225)
Total Shareholders’ Equity 4,659,670  4,592,120 
Total Liabilities and Shareholders’ Equity $ 41,178,011  $ 40,686,076 
See accompanying notes to consolidated financial statements.
2


VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(in thousands, except for share data)
  Three Months Ended
March 31,
  2021 2020
Interest Income
Interest and fees on loans $ 313,181  $ 333,068 
Interest and dividends on investment securities:
Taxable 13,166  21,933 
Tax-exempt 3,356  3,926 
Dividends 1,871  3,401 
Interest on federal funds sold and other short-term investments 224  1,465 
Total interest income 331,798  363,793 
Interest Expense
Interest on deposits:
Savings, NOW and money market 11,125  34,513 
Time 11,093  42,814 
Interest on short-term borrowings 1,758  4,707 
Interest on long-term borrowings and junior subordinated debentures 15,155  16,420 
Total interest expense 39,131  98,454 
Net Interest Income 292,667  265,339 
(Credit) provision for credit losses for held to maturity securities (358) 759 
Provision for credit losses for loans 9,014  33,924 
Net Interest Income After Provision for Credit Losses 284,011  230,656 
Non-Interest Income
Trust and investment services 3,329  3,413 
Insurance commissions 1,558  1,951 
Service charges on deposit accounts 5,103  5,680 
Losses on securities transactions, net (118) (40)
Fees from loan servicing 2,899  2,748 
Gains on sales of loans, net 3,513  4,550 
(Losses) gains on sales of assets, net (196) 121 
Bank owned life insurance 2,331  3,142 
Other 12,814  19,832 
Total non-interest income 31,233  41,397 
Non-Interest Expense
Salary and employee benefits expense 88,103  85,728 
Net occupancy and equipment expense 32,259  32,441 
FDIC insurance assessment 3,276  3,876 
Amortization of other intangible assets 6,006  5,470 
Professional and legal fees 6,272  6,087 
Amortization of tax credit investments 2,744  3,228 
Telecommunication expense 3,160  2,287 
Other 18,393  16,539 
Total non-interest expense 160,213  155,656 
Income Before Income Taxes 155,031  116,397 
Income tax expense 39,321  29,129 
Net Income 115,710  87,268 
Dividends on preferred stock 3,172  3,172 
Net Income Available to Common Shareholders $ 112,538  $ 84,096 
3



VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (continued)
(in thousands, except for share data)
  Three Months Ended
March 31,
  2021 2020
Earnings Per Common Share:
Basic $ 0.28  $ 0.21 
Diluted 0.28  0.21 
Cash Dividends Declared per Common Share 0.11  0.11 
Weighted Average Number of Common Shares Outstanding:
Basic 405,152,605  403,519,088 
Diluted 407,636,765  405,424,123 
See accompanying notes to consolidated financial statements.
4


VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(in thousands)
 
  Three Months Ended
March 31,
  2021 2020
Net income $ 115,710  $ 87,268 
Other comprehensive (loss) income, net of tax:
Unrealized gains and losses on available for sale securities
Net (losses) gains arising during the period (10,436) 26,068 
Less reclassification adjustment for net losses included in net income 44  27 
Total (10,392) 26,095 
Unrealized gains and losses on derivatives (cash flow hedges)
Net gains (losses) on derivatives arising during the period 174  (1,057)
Less reclassification adjustment for net losses included in net income 651  438 
Total 825  (619)
Defined benefit pension plan
Amortization of actuarial net loss 280  172 
Total other comprehensive (loss) income (9,287) 25,648 
Total comprehensive income $ 106,423  $ 112,916 
See accompanying notes to consolidated financial statements.

5


CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

For the Three Months Ended March 31, 2021
Common Stock Accumulated
Preferred Stock Shares Amount Surplus Retained
Earnings 		Other
Comprehensive
Loss 		Treasury
Stock 		Total
Shareholders’
Equity
  (in thousands)
Balance - December 31, 2020 $ 209,691  403,859  $ 141,746  $ 3,637,468  $ 611,158  $ (7,718) $ (225) $ 4,592,120 
Net income —  —  —  —  115,710  —  —  115,710 
Other comprehensive loss, net of tax
—  —  —  —  —  (9,287) —  (9,287)
Cash dividends declared:
Preferred stock, Series A, $0.39 per share
—  —  —  —  (1,797) —  —  (1,797)
Preferred stock, Series B, $0.34 per share
—  —  —  —  (1,375) —  —  (1,375)
Common stock, $0.11 per share
—  —  —  —  (45,281) —  —  (45,281)
Effect of stock incentive plan, net
—  1,939  689  14,480  (5,764) —  175  9,580 
Balance - March 31, 2021 $ 209,691  405,798  $ 142,435  $ 3,651,948  $ 672,651  $ (17,005) $ (50) $ 4,659,670 


For the Three Months Ended March 31, 2020
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 —  —  —  —  87,268  —  —  87,268 
Other comprehensive income, net of tax —  —  —  —  —  25,648  —  25,648 
Cash dividends declared:
Preferred stock, Series A, $0.39 per share
—  —  —  —  (1,797) —  —  (1,797)
Preferred stock, Series B, $0.34 per share
—  —  —  —  (1,375) —  —  (1,375)
Common stock, $0.11 per share
—  —  —  —  (44,979) —  —  (44,979)
Effect of stock incentive plan, net —  466  190  1,828  (2,065) —  279  232 
Balance - March 31, 2020 $ 209,691  403,744  $ 141,613  $ 3,624,036  $ 452,424  $ (6,566) $ (200) $ 4,420,998 

See accompanying notes to consolidated financial statements.
6


VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)
  Three Months Ended
March 31,
  2021 2020
Cash flows from operating activities:
Net income $ 115,710  $ 87,268 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization 13,848  14,734 
Stock-based compensation 5,465  3,684 
Provision for credit losses 8,656  34,683 
Net amortization of premiums and accretion of discounts on securities and borrowings 8,293  6,685 
Amortization of other intangible assets 6,006  5,470 
Losses on securities transactions, net 118  40 
Proceeds from sales of loans held for sale 357,108  168,392 
Gains on sales of loans, net (3,513) (4,550)
Originations of loans held for sale (287,765) (147,981)
Losses (gains) on sales of assets, net 196  (121)
Net change in:
Cash surrender value of bank owned life insurance (2,331) (3,142)
Accrued interest receivable (1,560) (1,716)
Other assets 204,729  (401,849)
Accrued expenses and other liabilities (111,562) 122,426 
Net cash provided by (used in) operating activities 313,398  (115,977)
Cash flows from investing activities:
Net loan originations and purchases (475,142) (667,555)
Equity securities:
Purchases (1,878) (5,214)
Sales 319  — 
Held to maturity debt securities:
Purchases (407,793) (103,192)
Maturities, calls and principal repayments 184,163  118,541 
Available for sale debt securities:
Purchases —  (238,488)
Sales 41,134  — 
Maturities, calls and principal repayments 164,235  88,688 
Death benefit proceeds from bank owned life insurance 1,628  1,184 
Proceeds from sales of real estate property and equipment 1,742  6,352 
Proceeds from sales of loans held for investment —  30,020 
Purchases of real estate property and equipment (8,042) (9,235)
Net cash used in investing activities $ (499,634) $ (778,899)
7


VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (continued)
(in thousands)
  Three Months Ended
March 31,
  2021 2020
Cash flows from financing activities:
Net change in deposits $ 649,607  $ (200,035)
Net change in short-term borrowings (63,292) 1,002,375 
Proceeds from issuance of long-term borrowings, net —  725,242 
Repayments of long-term borrowings (51,769) (42,128)
Cash dividends paid to preferred shareholders (3,172) (3,172)
Cash dividends paid to common shareholders (45,526) (44,682)
Purchase of common shares to treasury (542) (2,094)
Common stock issued, net 5,723  (1,358)
Other, net (165) (130)
Net cash provided by financing activities 490,864  1,434,018 
Net change in cash and cash equivalents 304,628  539,142 
Cash and cash equivalents at beginning of year 1,329,205  434,687 
Cash and cash equivalents at end of period $ 1,633,833  $ 973,829 
Supplemental disclosures of cash flow information:
Cash payments for:
Interest on deposits and borrowings $ 37,997  $ 104,797 
Federal and state income taxes 5,855  4,215 
Supplemental schedule of non-cash investing activities:
Transfer of loans to other real estate owned $ 141  $ 2,750 
Transfer of loans to loans held for sale —  30,020 
Lease right of use assets obtained in exchange for operating lease liabilities 21  3,121 
See accompanying notes to consolidated financial statements.
8


VALLEY NATIONAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation
The unaudited consolidated financial statements of Valley National Bancorp, a New Jersey corporation (Valley), include the accounts of its commercial bank subsidiary, Valley National Bank (the 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. Certain prior period amounts have been reclassified to conform to the current presentation.
In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly Valley’s financial position, results of operations, changes in shareholders' equity and cash flows at March 31, 2021 and for all periods presented have been made. The results of operations for the three months ended on March 31, 2021 are not necessarily indicative of the results to be expected for the entire fiscal year or any subsequent interim period.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP and industry practice have been condensed or omitted pursuant to rules and regulations of the SEC. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in Valley’s Annual Report on Form 10-K for the year ended December 31, 2020.
Correction of an Immaterial Error. Valley's previously reported consolidated statement of cash flows for the three months ended March 31, 2020 was revised to reflect an adjustment for an intercompany account that was not properly eliminated in consolidation. The adjustment resulted in a decrease in the “Net change in deposits” line item from a decrease of $168.8 million, to a decrease of $200.0 million and a corresponding decrease in the “Net change in cash and cash equivalents” line item, from an increase of $570.3 million to an increase of $539.1 million. The effect of these revisions was immaterial to the interim period.
Significant Estimates. In preparing the unaudited 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.
9



Note 2. Earnings Per Common Share
The following table shows the calculation of both basic and diluted earnings per common share for the three months ended March 31, 2021 and 2020:
  Three Months Ended
March 31,
  2021 2020
  (in thousands, except for share data)
Net income available to common shareholders $ 112,538  $ 84,096 
Basic weighted average number of common shares outstanding
405,152,605  403,519,088 
Plus: Common stock equivalents 2,484,160  1,905,035 
Diluted weighted average number of common shares outstanding
407,636,765  405,424,123 
Earnings per common share:
Basic $ 0.28  $ 0.21 
Diluted 0.28  0.21 

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 per share 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 were immaterial for the three months ended March 31, 2021 as compared to 1.9 million shares for the three months ended March 31, 2020.
Note 3. Accumulated Other Comprehensive Loss
The following table presents the after-tax changes in the balances of each component of accumulated other comprehensive loss for the three months ended March 31, 2021: 
  Components of Accumulated Other Comprehensive Loss Total
Accumulated
Other
Comprehensive
Loss
  Unrealized Gains
and Losses on
Available for Sale
(AFS) Securities 		Unrealized Gains
and Losses on
Derivatives 		Defined
Benefit
Pension Plan
  (in thousands)
Balance at December 31, 2020 $ 33,290  $ (3,906) $ (37,102) $ (7,718)
Other comprehensive (loss) income before reclassification (10,436) 174  —  (10,262)
Amounts reclassified from other comprehensive income
44  651  280  975 
Other comprehensive (loss) income, net
(10,392) 825  280  (9,287)
Balance at March 31, 2021 $ 22,898  $ (3,081) $ (36,822) $ (17,005)









10


The following table presents amounts reclassified from each component of accumulated other comprehensive loss on a gross and net of tax basis for the three months ended March 31, 2021 and 2020:
Amounts Reclassified from
Accumulated Other Comprehensive Loss
Three Months Ended
March 31,
Components of Accumulated Other Comprehensive Loss 2021 2020 Income Statement Line Item
  (in thousands)  
Unrealized losses on AFS securities before tax $ (59) $ (40) Losses on securities transactions, net
Tax effect 15  13 
Total net of tax (44) (27)
Unrealized losses on derivatives (cash flow hedges) before tax (915) (615) Interest expense
Tax effect 264  177 
Total net of tax (651) (438)
Defined benefit pension plan:
Amortization of actuarial net loss (388) (236) *
Tax effect 108  64 
Total net of tax (280) (172)
Total reclassifications, net of tax $ (975) $ (637)
* Amortization of actuarial net loss is included in the computation of net periodic pension cost recognized within other non-interest expense.
Note 4. New Authoritative Accounting Guidance

New Accounting Guidance Adopted in 2021
Accounting Standards Update (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 and the new guidance did not have a significant impact on Valley’s consolidated financial statements.

New Accounting Guidance issued in 2021

ASU No. 2021-01 "Reference Rate Reform (Topic 848)" extends some of Accounting Standards Codification 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 and it can be applied through December 31, 2022, similar to the other reference rate reform relief provided under Topic 848. The ASU No. 2021-01 is not expected to have a significant impact on Valley’s consolidated financial statements.





11


Note 5. Fair Value Measurement of Assets and Liabilities

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).

Assets and Liabilities Measured at Fair Value on a Recurring 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 March 31, 2021 and December 31, 2020. The assets presented under “non-recurring fair value measurements” in the tables 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). 
12


  March 31,
2021 		Fair Value Measurements at Reporting Date Using:
  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)
$ 29,724  $ 19,742  $ —  $ — 
Available for sale:
U.S. Treasury securities 51,199  51,199  —  — 
U.S. government agency securities 24,010  —  24,010  — 
Obligations of states and political subdivisions
72,722  —  72,593  129 
Residential mortgage-backed securities
878,336  —  878,336  — 
Corporate and other debt securities 89,954  —  89,954  — 
Total available for sale debt securities 1,116,221  51,199  1,064,893  129 
Loans held for sale (2)
232,068  —  232,068  — 
Other assets (3)
155,633  —  155,633  — 
Total assets $ 1,533,646  $ 70,941  $ 1,452,594  $ 129 
Liabilities
Other liabilities (3)
$ 22,503  $ —  $ 22,503  $ — 
Total liabilities $ 22,503  $ —  $ 22,503  $ — 
Non-recurring fair value measurements:
Collateral dependent loans $ 38,883  $ —  $ —  $ 38,883 
Loan servicing rights 682  —  —  682 
Foreclosed assets 1,683  —  —  1,683 
Total $ 41,248  $ —  $ —  $ 41,248 
13


    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:
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 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 impaired loans $ 35,228  $ —  $ —  $ 35,228 
Loan servicing rights 15,603  —  —  15,603 
Foreclosed assets 7,387  —  —  7,387 
Total $ 58,218  $ —  $ —  $ 58,218 
(1)Includes equity securities measured at net asset value (NAV) per share (or its equivalent) as a practical expedient totaling $10.0 million and $7.8 million at March 31, 2021 and December 31, 2020, respectively. 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 $226.6 million and $286.4 million at March 31, 2021 and December 31, 2020, 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 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. 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
14


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 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 March 31, 2021 and December 31, 2020.

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 March 31, 2021 and December 31, 2020 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 for 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 March 31, 2021 and December 31, 2020), 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 March 31, 2021 and December 31, 2020.

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 when 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 dependent loans are reported at the fair value of the underlying 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 March 31, 2021, 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. At March 31, 2021, collateral dependent loans, primarily consisting of taxi medallion loans, with a total amortized cost of $111.5 million were reduced by specific allowance for loan losses allocations totaling $72.6 million to a reported total net carrying amount of $38.9 million.

15


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 March 31, 2021, the fair value model used a blended prepayment speed (stated as constant prepayment rates) of 16.9 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. At March 31, 2021, certain loan servicing rights were re-measured at fair value totaling $682 thousand. 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 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 2.9 percent to 18 percent at March 31, 2021.

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.

16


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 March 31, 2021 and December 31, 2020 were as follows: 
  Fair Value
Hierarchy 		March 31, 2021 December 31, 2020
  Carrying
Amount 		Fair Value Carrying
Amount 		Fair Value
  (in thousands)
Financial assets
Cash and due from banks Level 1 $ 280,915  $ 280,915  $ 257,845  $ 257,845 
Interest bearing deposits with banks Level 1 1,352,918  1,352,918  1,071,360  1,071,360 
Equity securities (1)
Level 3 3,249  3,249  2,999  2,999 
Held to maturity debt securities:
U.S. Treasury securities Level 1 68,031  74,179  68,126  75,484 
U.S. government agency securities
Level 2 5,659  5,795  6,222  6,513 
Obligations of states and political subdivisions
Level 2 454,021  465,674  470,259  484,506 
Residential mortgage-backed securities
Level 2 1,787,211  1,797,741  1,550,306  1,589,655 
Trust preferred securities Level 2 37,354  30,728  37,348  30,033 
Corporate and other debt securities Level 2 38,750  39,244  40,750  41,421 
Total held to maturity debt securities (2)
2,391,026  2,413,361  2,173,011  2,227,612 
Net loans Level 3 32,343,536  32,113,414  31,876,869  31,635,060 
Accrued interest receivable Level 1 107,790  107,790  106,230  106,230 
Federal Reserve Bank and Federal Home Loan Bank stock (3)
Level 2 247,158  247,158  250,116  250,116 
Financial liabilities
Deposits without stated maturities Level 1 27,134,131  27,134,131  25,220,924  25,220,924 
Deposits with stated maturities Level 2 5,451,078  5,448,891  6,714,678  6,639,022 
Short-term borrowings Level 1 1,084,666  1,060,430  1,147,958  1,151,478 
Long-term borrowings Level 2 2,242,931  2,242,747  2,295,665  2,405,345 
Junior subordinated debentures issued to capital trusts
Level 2 56,152  45,863  56,065  57,779 
Accrued interest payable (4)
Level 1 19,972  19,972  18,839  18,839 
(1)Represents equity securities without a readily determinable fair value measured at cost 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.

Note 6. Investment Securities

Equity Securities

Equity securities carried at fair value totaled $33.0 million and $29.4 million at March 31, 2021 and December 31, 2020, respectively. At March 31, 2021, Valley's equity securities consisted of one publicly traded money market mutual fund, CRA investments both publicly 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 available for sale debt securities at March 31, 2021 and December 31, 2020 were as follows: 
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Amortized
Cost 		Gross
Unrealized
Gains 		Gross
Unrealized
Losses 		Fair Value
  (in thousands)
March 31, 2021
U.S. Treasury securities $ 50,027  $ 1,172  $ —  $ 51,199 
U.S. government agency securities 22,899  1,123  (12) 24,010 
Obligations of states and political subdivisions:
Obligations of states and state agencies 36,075  793  —  36,868 
Municipal bonds 35,223  637  (6) 35,854 
Total obligations of states and political subdivisions 71,298  1,430  (6) 72,722 
Residential mortgage-backed securities 852,398  27,254  (1,316) 878,336 
Corporate and other debt securities 87,960  2,076  (82) 89,954 
Total $ 1,084,582  $ 33,055  $ (1,416) $ 1,116,221 
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 $ 1,293,506  $ 46,886  $ (919) $ 1,339,473 

The age of unrealized losses and fair value of the related available for sale debt securities at March 31, 2021 and December 31, 2020 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)
March 31, 2021
U.S. government agency securities $ —  $ —  $ 1,430  $ (12) $ 1,430  $ (12)
Municipal bonds 6,847  (6) —  —  6,847  (6)
Residential mortgage-backed securities 67,489  (984) 23,251  (332) 90,740  (1,316)
Corporate and other debt securities 22,120  (82) —  —  22,120  (82)
Total $ 96,456  $ (1,072) $ 24,681  $ (344) $ 121,137  $ (1,416)
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)
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Within the available for sale debt securities portfolio, the total number of security positions in an unrealized loss position was 61 and 58 at March 31, 2021 and December 31, 2020, respectively.
As of March 31, 2021, the fair value of available for sale debt securities that were pledged to secure public deposits, repurchase agreements, lines of credit, and for other purposes required by law, was $691.4 million.
The contractual maturities of available for sale debt securities at March 31, 2021 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.
  March 31, 2021
  Amortized
Cost 		Fair
Value
  (in thousands)
Due in one year $ 13,361  $ 13,421 
Due after one year through five years 77,866  79,806 
Due after five years through ten years 92,143  94,029 
Due after ten years 48,814  50,629 
Residential mortgage-backed securities 852,398  878,336 
Total $ 1,084,582  $ 1,116,221 
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 March 31, 2021.
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 the COVID-19 pandemic.

Available for sale debt securities in unrealized loss positions are evaluated for impairment related to credit losses on a quarterly basis. Valley has evaluated available for sale debt securities that are in an unrealized loss position as of March 31, 2021 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 three months ended March 31, 2021 and, as a result, there was no allowance for credit losses for available for sale debt securities at March 31, 2021.
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Held to Maturity Debt Securities

The amortized cost, gross unrealized gains and losses and fair value of debt securities held to maturity at March 31, 2021 and December 31, 2020 were as follows: 
Amortized
Cost 		Gross
Unrealized
Gains 		Gross
Unrealized
Losses 		Fair Value
  (in thousands)
March 31, 2021
U.S. Treasury securities $ 68,031  $ 6,148  $ —  $ 74,179 
U.S. government agency securities 5,659  136  —  5,795 
Obligations of states and political subdivisions:
Obligations of states and state agencies 254,991  6,390  (141) 261,240 
Municipal bonds 199,030  5,406  (2) 204,434 
Total obligations of states and political subdivisions 454,021  11,796  (143) 465,674 
Residential mortgage-backed securities 1,787,211  29,249  (18,719) 1,797,741 
Trust preferred securities 37,354  52  (6,678) 30,728 
Corporate and other debt securities 38,750  566  (72) 39,244 
Total $ 2,391,026  $ 47,947  $ (25,612) $ 2,413,361 
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 $ 2,173,011  $ 62,326  $ (7,725) $ 2,227,612 
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The age of unrealized losses and fair value of related debt securities held to maturity at March 31, 2021 and December 31, 2020 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)
March 31, 2021
Obligations of states and political subdivisions:
Obligations of states and state agencies
$ 809  $ (30) $ 5,521  $ (111) $ 6,330  $ (141)
Municipal bonds 1,328  (2) —  —  1,328  (2)
Total obligations of states and political subdivisions
2,137  (32) 5,521  (111) 7,658  (143)
Residential mortgage-backed securities
903,746  (18,713) 1,838  (6) 905,584  (18,719)
Trust preferred securities —  —  29,322  (6,678) 29,322  (6,678)
Corporate and other debt securities 2,928  (72) —  —  2,928  (72)
Total $ 908,811  $ (18,817) $ 36,681  $ (6,795) $ 945,492  $ (25,612)
December 31, 2020
Obligations of states and state agencies $ 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)

Within the held to maturity portfolio, the total number of security positions in an unrealized loss position was 39 and 13 at March 31, 2021 and December 31, 2020, respectively.
As of March 31, 2021, 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 $1.5 billion.
The contractual maturities of investments in debt securities held to maturity at March 31, 2021 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.  
  March 31, 2021
  Amortized
Cost 		Fair
Value
  (in thousands)
Due in one year $ 26,173  $ 26,306 
Due after one year through five years 228,929  239,320 
Due after five years through ten years 149,406  152,366 
Due after ten years 199,307  197,628 
Residential mortgage-backed securities 1,787,211  1,797,741 
Total $ 2,391,026  $ 2,413,361 
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 5.8 years at March 31, 2021.
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Credit Quality Indicators
Valley monitors the credit quality of the held to maturity debt securities through the use of 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 March 31, 2021 and December 31, 2020.
AAA/AA/A Rated BBB rated Non-investment grade rated Non-rated Total
  (in thousands)
March 31, 2021
U.S. Treasury securities $ 68,031  $ —  $ —  $ —  $ 68,031 
U.S. government agency securities 5,659  —  —  —  5,659 
Obligations of states and political subdivisions:
Obligations of states and state agencies 222,683  —  5,632  26,676  254,991 
Municipal bonds 157,212  —  —  41,818  199,030 
Total obligations of states and political subdivisions
379,895  —  5,632  68,494  454,021 
Residential mortgage-backed securities 1,787,211  —  —  —  1,787,211 
Trust preferred securities —  —  —  37,354  37,354 
Corporate and other debt securities —  8,000  —  30,750  38,750 
Total $ 2,240,796  $ 8,000  $ 5,632  $ 136,598  $ 2,391,026 
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 

Obligations of states and political subdivisions include municipal bonds and revenue bonds issued by various municipal corporations. At March 31, 2021, 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. government agency securities, residential mortgage-backed securities issued by Ginnie Mae, Fannie Mae and Freddie Mac, and collateralized municipal bonds called TEMS.

At March 31, 2021, held to maturity debt securities were carried net of allowance for credit losses totaling $1.1 million and $1.4 million at March 31, 2021 and December 31, 2020, respectively. Valley recorded a credit
22


(negative) provision for credit losses of $358 thousand for the three months ended March 31, 2021 and a provision for credit losses of $759 thousand for the three months ended March 31, 2020. There were no net charge-offs of debt securities in the respective periods.
Note 7. Loans and Allowance for Credit Losses for Loans

The detail of the loan portfolio as of March 31, 2021 and December 31, 2020 was as follows: 
  March 31, 2021 December 31, 2020
  (in thousands)
Loans:
Commercial and industrial:
Commercial and industrial $ 4,784,017  $ 4,709,569 
Commercial and industrial PPP loans * 2,364,627  2,152,139 
Total commercial and industrial loans 7,148,644  6,861,708 
Commercial real estate:
Commercial real estate 16,923,627  16,724,998 
Construction 1,786,331  1,745,825 
Total commercial real estate loans 18,709,958  18,470,823 
Residential mortgage 4,060,492  4,183,743 
Consumer:
Home equity 409,576  431,553 
Automobile 1,444,883  1,355,955 
Other consumer 912,863  913,330 
Total consumer loans 2,767,322  2,700,838 
Total loans $ 32,686,416  $ 32,217,112 
*Represents SBA Paycheck Protection Program (PPP) loans, net of unearned fees totaling $57.2 million and $43.2 million at March 31, 2021 and December 31, 2020, respectively.

Total loans includes net unearned discounts and deferred loan fees of $108.6 million and $95.8 million at March 31, 2021 and December 31, 2020, respectively. Net unearned discounts and deferred loan fees include the non-credit discount on purchased credit deterioration (PCD) loans and net unearned fees related to PPP loans at March 31, 2021 and December 31, 2020.

Accrued interest on loans, which is excluded from the amortized cost of loans held for investment, totaled $92.4 million and $90.2 million at March 31, 2021 and December 31, 2020, respectively, and is presented separately in the consolidated statements of financial condition.

Valley transferred and sold approximately $30.0 million of residential mortgage loans from the loan portfolio to loans held for sale during the three months ended March 31, 2020. Excluding the loan transfers, there were no other sales of loans from the held for investment portfolio during the three months ended March 31, 2021 and 2020.

Credit Risk Management

For all of its loan types, Valley adheres to a credit policy designed to minimize credit risk while generating the maximum income given the level of risk 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,
23


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. See Valley’s Annual Report on Form 10-K for the year ended December 31, 2020 for further details.

Credit Quality

The following table presents past due, current and non-accrual loans without an allowance for credit losses by loan portfolio class at March 31, 2021 and 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)
March 31, 2021
Commercial and industrial
$ 3,763  $ 1,768  $ 2,515  $ 108,988  $ 117,034  $ 7,031,610  $ 7,148,644  $ 10,618 
Commercial real estate:
Commercial real estate
11,655  5,455  —  54,004  71,114  16,852,513  16,923,627  41,706 
Construction —  —  —  71  71  1,786,260  1,786,331  — 
Total commercial real estate loans 11,655  5,455  —  54,075  71,185  18,638,773  18,709,958  41,706 
Residential mortgage 16,004  2,233  2,472  33,655  54,364  4,006,128  4,060,492  17,218 
Consumer loans:
Home equity 737  147  —  6,411  7,295  402,281  409,576  48 
Automobile 4,421  770  390  368  5,949  1,438,934  1,444,883  — 
Other consumer 322  104  27  513  966  911,897  912,863  — 
Total consumer loans
5,480  1,021  417  7,292  14,210  2,753,112  2,767,322  48 
Total $ 36,902  $ 10,477  $ 5,404  $ 204,010  $ 256,793  $ 32,429,623  $ 32,686,416  $ 69,590 

24


  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 

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.
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The following table presents the internal loan classification risk by loan portfolio class by origination year based on the most recent analysis performed at March 31, 2021 and December 31, 2020:
  Term Loans    
Amortized Cost Basis by Origination Year
March 31, 2021 2021 2020 2019 2018 2017 Prior to 2017 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Total
  (in thousands)
Commercial and industrial
Risk Rating:
Pass $ 1,091,421  $ 2,438,605  $ 560,364  $ 515,645  $ 191,930  $ 454,483  $ 1,637,014  $ 296  $ 6,889,758 
Special Mention 1,027  1,599  8,714  6,874  3,365  17,601  66,443  37  105,660 
Substandard 975  15,664  4,870  9,704  1,226  4,217  25,264  361  62,281 
Doubtful —  —  2,742  —  16,844  71,359  —  —  90,945 
Total commercial and industrial $ 1,093,423  $ 2,455,868  $ 576,690  $ 532,223  $ 213,365  $ 547,660  $ 1,728,721  $ 694  $ 7,148,644 
Commercial real estate
Risk Rating:
Pass $ 703,940  $ 3,102,368  $ 3,001,631  $ 2,148,025  $ 1,691,885  $ 5,314,508  $ 195,069  $ 14,597  $ 16,172,023 
Special Mention —  55,142  74,513  44,406  45,899  193,439  1,235  —  414,634 
Substandard 576  22,623  17,031  38,564  74,244  181,107  2,531  92  336,768 
Doubtful —  —  —  —  —  202  —  —  202 
Total commercial real estate $ 704,516  $ 3,180,133  $ 3,093,175  $ 2,230,995  $ 1,812,028  $ 5,689,256  $ 198,835  $ 14,689  $ 16,923,627 
Construction
Risk Rating:
Pass $ 55,347  $ 154,819  $ 99,815  $ 106,566  $ 15,422  $ 42,957  $ 1,229,949  $ —  $ 1,704,875 
Special Mention —  —  1,035  —  —  6,265  48,111  —  55,411 
Substandard —  32  21  246  —  17,842  7,904  —  26,045 
Total construction $ 55,347  $ 154,851  $ 100,871  $ 106,812  $ 15,422  $ 67,064  $ 1,285,964  $ —  $ 1,786,331 

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  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 
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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 based on payment activity by origination year as of March 31, 2021 and December 31, 2020.
  Term Loans    
Amortized Cost Basis by Origination Year
March 31, 2021 2021 2020 2019 2018 2017 Prior to 2017 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Total
  (in thousands)
Residential mortgage
Performing $ 219,558  $ 732,027  $ 725,885  $ 594,844  $ 508,177  $ 1,212,780  $ 44,041  $ —  $ 4,037,312 
90 days or more past due —  2,478  2,814  2,489  3,645  11,754  —  —  23,180 
Total residential mortgage $ 219,558  $ 734,505  $ 728,699  $ 597,333  $ 511,822  $ 1,224,534  $ 44,041  $ —  $ 4,060,492 
Consumer loans
Home equity
Performing $ 1,890  $ 8,179  $ 9,917  $ 10,612  $ 7,550  $ 17,181  $ 304,404  $ 48,364  $ 408,097 
90 days or more past due —  —  —  —  —  96  573  810  1,479 
Total home equity 1,890  8,179  9,917  10,612  7,550  17,277  304,977  49,174  409,576 
Automobile
Performing 214,566  411,821  397,409  240,852  128,960  50,506  —  —  1,444,114 
90 days or more past due —  42  141  247  208  131  —  —  769 
Total automobile 214,566  411,863  397,550  241,099  129,168  50,637  —  —  1,444,883 
Other Consumer
Performing 7,230  7,056  5,375  6,552  1,076  5,613  879,552  —  912,454 
90 days or more past due —  —  —  —  —  —  1  408  409 
Total other consumer 7,230  7,056  5,375  6,552  1,076  5,613  879,553  408  912,863 
Total Consumer $ 223,686  $ 427,098  $ 412,842  $ 258,263  $ 137,794  $ 73,527  $ 1,184,530  $ 49,582  $ 2,767,322 

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  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 
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).
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 $67.1 million and $57.4 million as of March 31, 2021 and December 31, 2020, respectively. Non-performing TDRs totaled $91.5 million and $92.8 million as of March 31, 2021 and December 31, 2020, respectively.

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The following table presents the pre- and post-modification amortized cost of loans by loan class modified as TDRs during the three months ended March 31, 2021 and 2020. Post-modification amounts are presented as of March 31, 2021 and 2020.
Three Months Ended March 31,
2021 2020
Troubled Debt Restructurings Number
of
Contracts 		Pre-Modification
Amortized Carrying Amount 		Post-Modification
Amortized Carrying Amount 		Number
of
Contracts 		Pre-Modification
Amortized Carrying Amount 		Post-Modification
Amortized Carrying Amount
  ($ in thousands)
Commercial and industrial 5  $ 13,744  $ 13,307  16  $ 13,144  $ 12,630 
Commercial real estate 2  4,197  4,185  1  3,863  3,855 
Residential mortgage 6  1,528  1,518  —  —  — 
Consumer 1  170  168  —  —  — 
Total 14  $ 19,639  $ 19,178  17  $ 17,007  $ 16,485 

The total TDRs presented in the above table had allocated allowance for loan losses of $3.4 million and $7.9 million at March 31, 2021 and 2020, respectively. There were $5.1 million and $791 thousand of charge-offs mainly related to TDRs for the three months ended March 31, 2021 and 2020, respectively. Valley did not extend any commitments to lend additional funds to borrowers whose loans have been modified as TDRs during the three months ended March 31, 2021 and 2020.

Loans modified as TDRs within the previous 12 months and for which there was a payment default (90 or more days past due) for the three months ended March 31, 2021 and 2020 were as follows:
  Three Months Ended March 31,
2021 2020
Troubled Debt Restructurings Subsequently Defaulted Number of
Contracts 		Amortized Cost Number of
Contracts 		Recorded
Investment
  ($ in thousands)
Commercial and industrial 16  $ 12,384  —  $ — 
Residential mortgage 3  655  1  154 
Total 19  $ 13,039  1  $ 154 

Forbearance. 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 are insignificant, when requested by customers. 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 done in accordance with applicable regulatory guidance. As of March 31, 2021, Valley had approximately $284 million of outstanding loans remaining in their payment deferral period under short-term modifications as compared to $361 million of loans in deferral at December 31, 2020. Under the applicable guidance, none of these loans were classified as TDRs at March 31, 2021 and December 31, 2020.

Loans in Process of Foreclosure. Other real estate owned (OREO) totaled $4.5 million and $5.1 million at March 31, 2021 and December 31, 2020, respectively. OREO included foreclosed residential real estate properties totaling $413 thousand and $1.0 million at March 31, 2021 and December 31, 2020, respectively. Residential mortgage and consumer loans secured by residential real estate properties for which formal foreclosure proceedings are in process totaled $1.8 million and $1.9 million at March 31, 2021 and December 31, 2020, respectively.

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
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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.
The following table presents collateral dependent loans by class as of March 31, 2021 and December 31, 2020:
  March 31,
2021 		December 31,
2020
  (in thousands)
Commercial and industrial $ 110,169  $ 106,239 
Commercial real estate 60,647  41,562 
Residential mortgage 32,144  28,176 
Home equity 49  50 
Total $ 203,009  $ 176,027 

Commercial and industrial loans are primarily collateralized by taxi medallions in the table above.

Allowance for Credit Losses for Loans
The following table summarizes the allowance for credit losses for loans at March 31, 2021 and December 31, 2020: 
March 31,
2021 		December 31,
2020
  (in thousands)
Components of allowance for credit losses for loans:
Allowance for loan losses $ 342,880  $ 340,243 
Allowance for unfunded credit commitments 11,433  11,111 
Total allowance for credit losses for loans $ 354,313  $ 351,354 

The following table summarizes the provision for credit losses for loans for the periods indicated:
  Three Months Ended
March 31,
  2021 2020
  (in thousands)
Components of provision for credit losses for loans:
Provision for loan losses $ 8,692  $ 33,851 
Provision for unfunded credit commitments 322  73 
Total provision for credit losses for loans $ 9,014  $ 33,924 



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The following table details the activity in the allowance for loan losses by loan portfolio segment for the three months ended March 31, 2021 and 2020: 
Commercial
and Industrial 		Commercial
Real Estate 		Residential
Mortgage 		Consumer Total
  (in thousands)
Three Months Ended
March 31, 2021
Allowance for loan losses:
Beginning balance $ 131,070  $ 164,113  $ 28,873  $ 16,187  $ 340,243 
Loans charged-off (7,142) (382) (138) (1,138) (8,800)
Charged-off loans recovered 1,589  69  157  930  2,745 
Net (charge-offs) recoveries (5,553) (313) 19  (208) (6,055)
Provision for loan losses 891  10,436  (1,720) (915) 8,692 
Ending balance $ 126,408  $ 174,236  $ 27,172  $ 15,064  $ 342,880 
Three Months Ended
March 31, 2020
Allowance for 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 (3,360) (44) (336) (2,565) (6,305)
Charged-off loans recovered 569  93  50  794  1,506 
Net (charge-offs) recoveries (2,791) 49  (286) (1,771) (4,799)
Provision for loan losses 11,000  16,066  4,107  2,678  33,851 
Ending balance $ 127,437  $ 111,585  $ 29,456  $ 14,864  $ 283,342 
*    Includes a $61.6 million increase representing the estimated expected credit losses for PCD loans as a result of the ASU 2016-13 adoption on January 1, 2020.
    

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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 at March 31, 2021 and December 31, 2020.
Commercial
and Industrial 		Commercial
Real Estate 		Residential
Mortgage 		Consumer Total
  (in thousands)
March 31, 2021
Allowance for loan losses:
Individually evaluated for credit losses
$ 73,574  $ 4,663  $ 773  $ 516  $ 79,526 
Collectively evaluated for credit losses
52,834  169,573  26,399  14,548  263,354 
Total $ 126,408  $ 174,236  $ 27,172  $ 15,064  $ 342,880 
Loans:
Individually evaluated for credit losses
$ 144,101  $ 80,234  $ 39,488  $ 2,936  $ 266,759 
Collectively evaluated for credit losses
7,004,543  18,629,724  4,021,004  2,764,386  32,419,657 
Total $ 7,148,644  $ 18,709,958  $ 4,060,492  $ 2,767,322  $ 32,686,416 
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 

Note 8. Goodwill and Other Intangible Assets

Goodwill totaled $1.4 billion at both March 31, 2021 and December 31, 2020. There were no changes to the carrying amounts of goodwill allocated to Valley’s business segments, or reporting units thereof, for goodwill impairment analysis (as reported in Valley’s Annual Report on Form 10-K for the year ended December 31, 2020).

During the three months ended March 31, 2021, there were no triggering events that would more likely than not reduce the fair value of any reporting unit below its carrying amount. There was no impairment of goodwill recognized during the three months ended March 31, 2021 and 2020.















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The following table summarizes other intangible assets as of March 31, 2021 and December 31, 2020: 
Gross
Intangible
Assets 		Accumulated
Amortization 		Valuation
Allowance 		Net
Intangible
Assets
  (in thousands)
March 31, 2021
Loan servicing rights $ 106,679  $ (84,163) $ (74) $ 22,442 
Core deposits 101,160  (56,669) —  44,491 
Other 3,945  (2,906) —  1,039 
Total other intangible assets $ 211,784  $ (143,738) $ (74) $ 67,972 
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 

Loan servicing rights are accounted for using the amortization method. Under this method, Valley amortizes the loan servicing assets over the period of the economic life of the assets arising from 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. Impairment charges on loan servicing rights are recognized in earnings when the book value of a stratified group of loan servicing rights exceeds its estimated fair value. Valley recorded net recoveries of impairment charges on its loan servicing rights totaling $791 thousand and net impairment charges totaling $109 thousand for the three months ended March 31, 2021 and 2020, respectively. See the “Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis” section of Note 5 for additional information regarding the fair valuation.

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 and covenants not to compete, which are amortized over their expected lives generally using a straight-line method and have a weighted average amortization period of approximately 7.6 years. Valley evaluates core deposits and other intangibles for impairment when an indication of impairment exists. No impairment was recognized during the three months ended March 31, 2021 and 2020.

The following table presents the estimated future amortization expense of other intangible assets for the remainder of 2021 through 2025: 
Loan Servicing
Rights 		Core
Deposits 		Other
  (in thousands)
2021 $ 3,675  $ 8,685  $ 154 
2022 4,097  9,876  191 
2023 3,187  8,146  131 
2024 2,495  6,537  117 
2025 1,975  4,929  103 

Valley recognized amortization expense on other intangible assets, including net (recoveries of) impairment charges on loan servicing rights, totaling approximately $6.0 million and $5.5 million for the three months ended March 31, 2021 and 2020, respectively.

Note 9. Stock–Based Compensation
On April 19, 2021, Valley's shareholders approved the Valley National Bancorp 2021 Incentive Compensation Plan (the 2021 Plan) administered by the Compensation and Human Resources Committee (the Committee) as appointed
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by Valley's Board of Directors. The purposes of the 2021 Plan are to provide additional incentives to officers and key employees of Valley and its subsidiaries, whose substantial contributions are essential to the continued growth and success of Valley, and to attract and retain officers, other employees and non-employee directors whose efforts will result in the continued and long-term growth of Valley's business. Upon shareholder approval of the 2021 Plan, Valley ceased granting new awards under the Valley National Bancorp 2016 Long-Term Stock Incentive Plan (the 2016 Plan).
Under the 2021 Plan, Valley may issue awards to its officers, employees and non-employee directors in amounts up to 9 million shares of common stock (less one share for every share granted after December 31, 2020 under the 2016 Plan) in the form of stock appreciation rights, both incentive and non-qualified stock options, restricted stock and restricted stock units (RSUs). If after December 31, 2020 any award granted under the 2016 Plan is forfeited, expires, settled for cash, withheld for tax obligations, or otherwise does not result in the issuance of all or a portion of the shares subject to such award, the shares will be added to the 2021 Plan's share reserve. 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.
Valley granted 1.1 million and 1.0 million of time-based RSUs during the three months ended March 31, 2021 and 2020, respectively. Generally, time-based RSUs vest ratably over a three-year period. The average grant date fair value of the RSUs granted during the three months ended March 31, 2021 and 2020 was $11.75 per share and $10.79 per share, respectively.
Valley granted 604 thousand and 589 thousand of performance-based RSUs to certain executive officers for the three months ended March 31, 2021 and 2020, respectively. The performance-based RSU awards include RSUs with vesting conditions based upon certain levels of growth in Valley's tangible book value per share plus dividends and RSUs with vesting conditions based upon Valley's total shareholder return as compared to its peer group. The RSUs “cliff” vest after three years based on the cumulative performance of Valley during that time period. The RSUs earn dividend equivalents (equal to cash dividends paid on Valley's common stock) over the applicable performance period. Dividend equivalents are accumulated and paid to the grantee at the vesting date or forfeited if the performance conditions are not met. The grant date fair value of the RSUs granted during the three months ended March 31, 2021 and 2020 was $11.75 per share and $10.82 per share, respectively.

Valley recorded total stock-based compensation expense of $5.5 million and $4.0 million for the three months ended March 31, 2021 and 2020, respectively. The fair values of stock awards are expensed over the shorter of the vesting or required service period. As of March 31, 2021, the unrecognized amortization expense for all stock-based employee compensation totaled approximately $32.9 million and will be recognized over an average remaining vesting period of 2.16 years.
Note 10. Derivative Instruments and Hedging Activities

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.

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, respectively.

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.
35



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 March 31, 2021, Valley had 25 credit swaps with an aggregate notional amount of $215.5 million related to risk participation agreements. 

At March 31, 2021, Valley had two “steepener” swaps, each with a current notional amount of $10.4 million where the receive rate on the swap mirrors the pay rate on the brokered deposits and 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 the 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 rate 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: 
  March 31, 2021 December 31, 2020
  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 rate swaps
$ —  $ 88  $ 1,100,000  $ —  $ 179  $ 1,100,000 
Total derivatives designated as hedging instruments
$ —  $ 88  $ 1,100,000  $ —  $ 179  $ 1,100,000 
Derivatives not designated as hedging instruments:
Interest rate swaps and other derivatives *
$ 153,859  $ 17,956  $ 9,375,183  $ 387,008  $ 154,025  $ 8,889,557 
Mortgage banking derivatives 1,774  4,459  446,943  444  2,077  321,486 
Total derivatives not designated as hedging instruments
$ 155,633  $ 22,415  $ 9,822,126  $ 387,452  $ 156,102  $ 9,211,043 
*    Other derivatives 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 applicable derivative assets and liabilities are reported net of variation margin at March 31, 2021 and December 31, 2020 in the table above.
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Gains (losses) included in the consolidated statements of income and other comprehensive income (loss), on a pre-tax basis, related to interest rate derivatives designated as hedges of cash flows were as follows: 
  Three Months Ended
March 31,
  2021 2020
  (in thousands)
Amount of loss reclassified from accumulated other comprehensive loss to interest expense $ (915) $ (615)
Amount of gain (loss) recognized in other comprehensive income 177  (1,480)
The accumulated net after-tax losses related to effective cash flow hedges included in accumulated other comprehensive loss were $3.1 million and $4.0 million at March 31, 2021 and December 31, 2020, 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 $2.7 million will be reclassified as an increase to interest expense over the next 12 months.
The net (gains) losses included in the consolidated statements of income related to derivative instruments not designated as hedging instruments were as follows: 
  Three Months Ended
March 31,
  2021 2020
  (in thousands)
Non-designated hedge interest rate swaps and credit derivatives
Other non-interest expense $ (1,785) $ 89 

Other non-interest income included fee income related to non-designated hedge derivative interest rate swaps (not designated as hedging instruments) executed with commercial loan customers totaling $6.2 million and $14.2 million for the three months ended March 31, 2021 and 2020, respectively.

Credit Risk Related Contingent 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 March 31, 2021, Valley was in compliance with all of the provisions of its derivative counterparty agreements. As of March 31, 2021, 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 $11.6 million. Valley has derivative counterparty agreements that require minimum collateral posting thresholds for certain counterparties.



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Note 11. Balance Sheet Offsetting

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. The total amount of collateral held or pledged cannot exceed the net derivative fair values with the counterparty.

The table below presents information about Valley’s financial instruments eligible for offset in the consolidated statements of financial condition as of March 31, 2021 and December 31, 2020.
        Gross Amounts Not Offset  
  Gross Amounts
Recognized 		Gross Amounts
Offset 		Net Amounts
Presented 		Financial
Instruments
Cash
Collateral (1)
Net
Amount
  (in thousands)
March 31, 2021
Assets:
Interest rate swaps $ 151,185  $ —  $ 151,185  $ —  $ —  $ 151,185 
Liabilities:
Interest rate swaps $ 17,956  $ —  $ 17,956  $ —  $ (11,602) $ 6,354 
Repurchase agreements 300,000  —  300,000  (300,000)
(2)
—  — 
Total $ 317,956  $ —  $ 317,956  $ (300,000) $ (11,602) $ 6,354 
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 $ 450,487  $ —  $ 450,487  $ (300,000) $ (150,487) $ — 
(1)    Cash collateral pledged to our counterparties in relation to market value exposures of OTC derivative contacts in a liability position.
(2)    Represents the fair value of non-cash pledged investment securities.

Note 12. Tax Credit Investments

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 (CRA). Valley’s investments in these entities generate a return primarily through the realization of federal income tax
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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 impairments, if applicable.

The following table presents the balances of Valley’s affordable housing tax credit investments, other tax credit investments, and related unfunded commitments at March 31, 2021 and December 31, 2020:
March 31,
2021 		December 31,
2020
(in thousands)
Other Assets:
Affordable housing tax credit investments, net $ 19,190  $ 20,074 
Other tax credit investments, net 45,275  47,301 
Total tax credit investments, net
$ 64,465  $ 67,375 
Other Liabilities:
Unfunded affordable housing tax credit commitments $ 1,379  $ 1,379 
Unfunded other tax credit commitments —  — 
    Total unfunded tax credit commitments $ 1,379  $ 1,379 

The following table presents other information relating to Valley’s affordable housing tax credit investments and other tax credit investments for the three months ended March 31, 2021 and 2020: 
Three Months Ended
March 31,
2021 2020
(in thousands)
Components of Income Tax Expense:
Affordable housing tax credits and other tax benefits $ 897  $ 1,234 
Other tax credit investment credits and tax benefits 2,685  1,300 
Total reduction in income tax expense
$ 3,582  $ 2,534 
Amortization of Tax Credit Investments:
Affordable housing tax credit investment losses $ 543  $ 554 
Affordable housing tax credit investment impairment losses
341  418 
Other tax credit investment losses 173  544 
Other tax credit investment impairment losses 1,687  1,712 
Total amortization of tax credit investments recorded in non-interest expense $ 2,744  $ 3,228 
Note 13. Business Segments

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
39


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 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 following tables represent the financial data for Valley’s four business segments for the three months ended March 31, 2021 and 2020:
  Three Months Ended March 31, 2021
  Consumer
Lending 		Commercial
Lending 		Investment
Management 		Corporate
and Other
Adjustments 		Total
  ($ in thousands)
Average interest earning assets
$ 7,049,252  $ 25,533,227  $ 4,803,740  $ — $ 37,386,219 
Interest income $ 60,845  $ 252,336  $ 19,509  $ (892) $ 331,798 
Interest expense 6,415  23,235  4,371  5,110 39,131 
Net interest income (loss) 54,430  229,101  15,138  (6,002) 292,667 
(Credit) provision for credit losses (2,635) 11,676  (385) — 8,656 
Net interest income (loss) after provision for credit losses
57,065  217,425  15,523  (6,002) 284,011 
Non-interest income 13,685  7,713  2,331  7,504 31,233 
Non-interest expense 19,849  25,531  1,777  113,056 160,213 
Internal transfer expense (income) 19,502  70,555  13,277  (103,334) — 
Income (loss) before income taxes $ 31,399  $ 129,052  $ 2,800  $ (8,220) $ 155,031 
Return on average interest earning assets (pre-tax)
1.78  % 2.02  % 0.23  % N/A 1.66  %
  Three Months Ended March 31, 2020
  Consumer
Lending 		Commercial
Lending 		Investment
Management 		Corporate
and Other
Adjustments 		Total
  ($ in thousands)
Average interest earning assets
$ 7,217,144  $ 22,782,284  $ 4,674,647  $ — $ 34,674,075 
Interest income $ 68,255  $ 264,875  $ 31,769  $ (1,106) $ 363,793 
Interest expense 19,700  62,186  12,760  3,808 98,454 
Net interest income (loss) 48,555  202,689  19,009  (4,914) 265,339 
Provision for credit losses 6,785  27,139  759  — 34,683 
Net interest income (loss) after provision for credit losses
41,770  175,550  18,250  (4,914) 230,656 
Non-interest income 14,677  15,599  3,142  7,979 41,397 
Non-interest expense 19,871  24,158  387  111,240 155,656 
Internal transfer expense (income) 20,335  64,196  13,175  (97,706) — 
Income (loss) before income taxes $ 16,241  $ 102,795  $ 7,830  $ (10,469) $ 116,397 
Return on average interest earning assets (pre-tax)
0.90  % 1.80  % 0.67  % N/A 1.34  %
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Item 2. Management’s Discussion and Analysis (MD&A) of Financial Condition and Results of Operations

The following MD&A should be read in conjunction with the consolidated financial statements and notes thereto appearing in Part 1, Item 1 of this report. The words "Valley," the "Company," "we," "our" and "us" refer to Valley National Bancorp and its wholly owned subsidiaries, unless we indicate otherwise. Additionally, Valley’s principal subsidiary, Valley National Bank, is commonly referred to as the “Bank” in this MD&A.

The MD&A contains supplemental financial information, described in the sections that follow, which has been determined by methods other than U.S. generally accepted accounting principles (U.S. GAAP) that management uses in its analysis of our performance. Management believes these non-GAAP financial measures provide information useful to investors in understanding our underlying operational performance, our business and performance trends and facilitate comparisons with the performance of others in the financial services industry. These non-GAAP financial measures should not be considered in isolation or as a substitute for or superior to financial measures calculated in accordance with U.S. GAAP. These non-GAAP financial measures may also be calculated differently from similar measures disclosed by other companies.
Cautionary Statement Concerning Forward-Looking Statements

This Quarterly Report on Form 10-Q, both in the MD&A and elsewhere, 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 our business, new and existing programs and products, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations, including the potential effects of the COVID-19 pandemic on our businesses and financial results and conditions. These statements may be identified by such forward-looking terminology as “should,” “expect,” “believe,” “view,” “will,” “opportunity,” “allow,” “continues,” “would,” “could,” “typically,” “usually,” “anticipate,” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties and our 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:

•the continued impact of COVID-19 on the U.S. and global economies, including business disruptions, reductions in employment and an increase in business failures, specifically among our clients;
•the continued impact of COVID-19 on our employees and our ability to provide services to our customers and respond to their needs as more cases of COVID-19 may arise in our primary markets;
•potential judgments, claims, damages, penalties, fines and reputational damage resulting from pending or future litigation and regulatory and government actions, including as a result of our participation in and execution of government programs related to the COVID-19 pandemic or as a result of our actions in response to, or failure to implement or effectively implement, federal, state and local laws, rules or executive orders requiring that we grant forbearances or not act to collect our loans;
•the impact of forbearances or deferrals we are required or agree to as a result of customer requests and/or government actions, including, but not limited to our potential inability to recover fully deferred payments from the borrower or the collateral;
•the risks related to the discontinuation of the London Interbank Offered Rate and other reference rates, including increased expenses and litigation and the effectiveness of hedging strategies;
•damage verdicts or settlements or restrictions related to existing or potential class action litigation or individual litigation arising from claims of violations of laws or regulations, contractual claims, breach of fiduciary responsibility, negligence, fraud, environmental laws, patent or trademark infringement, employment related claims, and other matters;
•a prolonged downturn 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;
•higher or lower than expected income tax expense or tax rates, including increases or decreases resulting from changes in uncertain tax position liabilities, tax laws, regulations and case law;
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•the inability to grow customer deposits to keep pace with loan growth;
•a material change in our allowance for credit losses under CECL due to forecasted economic conditions and/or unexpected credit deterioration in our loan and investment portfolios;
•the need to supplement debt or equity capital to maintain or exceed internal capital thresholds;
•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;
•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 Office of the Comptroller of the Currency (OCC), the Federal Reserve Bank (FRB), the Consumer Financial Protection Bureau (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;
•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, the COVID-19 pandemic 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, 2020.
Critical Accounting Policies and Estimates

Valley’s accounting policies are fundamental to understanding management’s discussion and analysis of its financial condition and results of operations. At March 31, 2021, we identified our policies on the allowance for credit losses, goodwill and other intangible assets, and income taxes to be critical accounting policies because management has to make subjective and/or complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. Management has reviewed the application of these policies with the Audit Committee of Valley’s Board of Directors. Our critical accounting policies are described in detail in Part II, Item 7 in Valley’s Annual Report on Form 10-K for the year ended December 31, 2020.
New Authoritative Accounting Guidance

See Note 4 to the consolidated financial statements for a description of new authoritative accounting guidance, including the respective dates of adoption and effects on results of operations and financial condition.

Executive Summary

Company Overview. At March 31, 2021, Valley had consolidated total assets of approximately $41.2 billion, total net loans of $32.3 billion, total deposits of $32.6 billion and total shareholders’ equity of $4.7 billion. Our commercial bank operations include branch office locations in northern and central New Jersey, the New York City
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Boroughs of Manhattan, Brooklyn, Queens, and Long Island, Florida and Alabama. Of our current 226 branch network, 58 percent, 17 percent, 18 percent and 7 percent of the branches are in New Jersey, New York, Florida and Alabama, respectively. Despite targeted branch consolidation activity, we have significantly grown both in asset size and locations over the past several years primarily through bank acquisitions.

Impact of COVID-19. During the first quarter 2021, the COVID-19 pandemic continued to cause uncertainty, volatility and disruption in financial markets and in governmental, commercial and consumer activity in the United States and globally, including the markets that we serve. However, the overall level of economic activity and our outlook improved during the first quarter 2021 largely due to government stimulus programs, central bank policies, strong vaccine rollout efforts and consumers and businesses eager to return to a state of normalcy after almost a year of lockdowns.
The American Rescue Plan Act of 2021, signed into law on March 11, 2021, is a $1.9 trillion economic stimulus package intended to continue to facilitate the recovery from the economic and health effects of the COVID-19 pandemic. This new law combined with the Consolidated Appropriations Act, 2021 signed into law on December 27, 2020, provides, amongst other stimulus, additional funding under the SBA's Paycheck Protection Program (PPP). Valley's PPP loan portfolio increased $212.5 million to $2.4 billion at March 31, 2021 from December 31, 2020, which was net of over $630 million of PPP loans forgiven by the SBA during the first quarter 2021. During the second quarter 2021, Valley originated approximately $108 million of additional PPP loans through May 4, 2021, which was the last day the SBA's PPP loan application window was open for most lenders.

In response to the COVID-19 pandemic and its economic impact on certain customers and in accordance with provisions set forth by the Coronavirus Aid, Relief, and Economic Security (CARES) Act, Valley implemented short-term loan modifications, such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant, when requested by customers. 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 March 31, 2021, Valley had $284 million of outstanding loans remaining in their payment deferral period under short-term modifications representing approximately 0.9 percent of our total loan portfolio at March 31, 2021 as compared to $361 million, or 1.1 percent of total loans at December 31, 2020.

We continue to monitor the impact of COVID-19 closely, as well as any effects that may result from the CARES Act, Enhancement Act and other government stimulus or Federal Reserve actions. However, the extent to which the COVID-19 pandemic will impact our operations and financial results during the second quarter 2021 and beyond is highly uncertain. See the "Operating Environment" section of MD&A for more details.

We continue to closely monitor local conditions in the areas we serve and will take actions as circumstances warrant, which may necessitate certain branch or other office closures and reduced lobby services. Our business continuity plan continues to remain in effect with many of our non-customer facing employees continuing to work remotely.

Quarterly Results. Net income for the first quarter 2021 was $115.7 million, or $0.28 per diluted common share, compared to $87.3 million, or $0.21 per diluted common share, for the first quarter 2020. The $28.4 million increase in quarterly net income as compared to the same quarter one year ago was largely due to:

•a $27.3 million increase in net interest income mainly due to (i) lower rates on our deposit products combined with a continued customer shift to deposits without stated maturities, (ii) continued run-off of higher cost time deposits, (iii) interest and fee income from PPP loans, and (iv) the prepayment of $534 million of long-term FHLB advances with a combined weighted average interest rate of 2.48 percent in December 2020; and

•a $26.0 million decrease in our provision for credit losses mainly due to the improved economic forecast component of the reserve as compared to March 31, 2020,
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partially offset by:

•a $10.1 million decrease in non-interest income mainly caused by lower commercial loan customer swap fees and a decrease in gains on the sales of residential mortgage loans;

•a $4.6 million increase in non-interest expense due to higher salary and employee benefits expense and increases in data processing costs and telecommunication expense; and

•a $10.2 million increase in income tax expense.

See the “Net Interest Income”, “Non-Interest Income”, “Non-Interest Expense”, and “Income Taxes” sections below for more details on the items above impacting our first quarter 2021 results.

Operating Environment. During the first quarter 2021, real gross domestic product expanded 6.4 percent compared to 4.3 percent growth in the fourth quarter 2020. The acceleration in growth was broad-based as a result of increased investments and households consumption for a range of goods and services. Economic activity is likely to remain strong as COVID-19 cases are expected to decline and vaccination rates in the country increase. In addition, the recent passage of the American Rescue Plan Act of 2021 should further support this outlook. The Federal Reserve continued to assist economic activity and the return to sustained expansion. At their meeting in March, the Federal Open Market Committee maintained the target range for the federal funds rate between 0.00 and 0.25 percent.

The 10-year U.S. Treasury note yield ended the first quarter at 1.74 percent, 81 basis points higher compared with December 31, 2020. The spread between the 2- and 10-year U.S. Treasury note yields ended the first quarter 2021 at 1.58 percent, a 78 basis point widening as compared to the end of the fourth quarter 2020.
    
For all commercial banks in the U.S., loans and leases declined approximately 3.2 percent on an annual basis in the first quarter 2021 compared to the previous linked quarter. For the industry, banks reported that demand for commercial and industrial lending remains weak. For commercial real estate loans, conditions were mixed. While demand picked up considerably for loans secured by multifamily residential structures, the environment remains challenged for loans secured by nonfarm nonresidential structures.

In the first quarter 2021, Valley's originations increased across most products, particularly from residential mortgage and consumer lending. Valley also benefited from a stronger origination pipeline for non-PPP commercial and industrial and commercial real estate loans across its geographies, particularly in Florida, partly driven by expansion of its lending teams. However, should loan demand weaken or the expected recovery from the pandemic in Valley's primary markets be prolonged, our business operations and results could be adversely impacted, as highlighted elsewhere in this MD&A.

Loans. Loans increased $469.3 million to approximately $32.7 billion at March 31, 2021 from December 31, 2020.
The increase was largely due to new loan volumes within the commercial and industrial, commercial real estate and automobile loan portfolios in the first quarter 2021. Within commercial and industrial loans, PPP loans increased $212.5 million to approximately $2.4 billion at March 31, 2021 from December 31, 2020. Our first quarter new and refinanced loan originations included approximately $288 million of residential mortgage loans originated for sale rather than investment. Net gains on sales of residential loans were $3.5 million and $16.0 million in the first quarter 2021 and fourth quarter 2020, respectively. See further details on our loan activities under the “Loan Portfolio” section below.
Asset Quality. Total non-performing assets (NPAs), consisting of non-accrual loans, other real estate owned (OREO), other repossessed assets and a non-accrual debt security increased $16.0 million to $210.5 million at March 31, 2021 as compared to December 31, 2020. Non-accrual loans increased $18.7 million to $204.0 million at March 31, 2021 as compared to December 31, 2020 mainly due to one commercial real estate loan and an increase in non-accrual residential mortgage loans partially caused by the migration of loans previously reported in the 60-89
44


days past due category at December 31, 2020. Non-accrual loans represented 0.62 percent of total loans at March 31, 2021, as compared to 0.58 percent at December 31, 2020.
Total accruing past due loans (i.e., loans past due 30 days or more and still accruing interest) decreased $46.2 million to $52.8 million, or 0.16 percent of total loans, at March 31, 2021 as compared to $99.0 million, or 0.31 percent of total loans, at December 31, 2020 mainly due to declines in early stage delinquencies for most loan categories. See further details in the "Non-performing Assets" section below.

Deposits and Other Borrowings. Average non-interest bearing deposits; savings, NOW and money market deposits; and time deposits represented approximately 30 percent, 52 percent and 18 percent of total deposits as of March 31, 2021, respectively. Overall, average deposits increased by $79.4 million to $31.8 billion for the first quarter 2021 as compared to the fourth quarter 2020. Our mix of the deposit categories within total average deposits for the first quarter 2021 as compared to the fourth quarter 2020 experienced a continued shift of maturing time deposits and consumer preference to non-maturity deposit account due to the low level of interest rates.
Actual ending balances for deposits increased $649.6 million to approximately $32.6 billion at March 31, 2021 from December 31, 2020 largely due to increases of $847.8 million and $1.1 billion in the non-interest bearing and non-maturity interest bearing deposit categories, respectively, partially offset by a $1.3 billion decrease in time deposits. The decrease in time deposits was driven by normal run-off of maturing retail and brokered CDs with some continued migration of retail balances to more liquid deposit product categories. Total brokered deposits (consisting of both time and money market deposit accounts) decreased approximately $800 million to $2.3 billion at March 31, 2021 as compared to $3.1 billion at December 31, 2020. Non-interest bearing deposits; savings, NOW and money market deposits; and time deposits represented approximately 31 percent, 52 percent and 17 percent of total deposits as of March 31, 2021, respectively. While we believe the current operating environment will likely continue to be favorable for Valley’s deposit gathering initiatives, we cannot guarantee that we will be able to maintain deposit levels at or near those reported at March 31, 2021.
Average short-term borrowings decreased $148.1 million to $1.2 billion for the first quarter 2021 as compared to the fourth quarter 2020 due to reductions in our excess liquidity levels. Average long-term borrowings (including junior subordinated debentures issued to capital trusts which are presented separately on the consolidated statements of financial condition) decreased by $456.4 million to $2.3 billion for the first quarter 2021 as compared to the fourth quarter 2020 mainly due to the prepayment of $534 million of long-term FHLB borrowings in December 2020.
Actual ending balances for short-term borrowings decreased by $63.3 million to $1.1 billion at March 31, 2021 from the fourth quarter 2020 due to the decline in overnight borrowings. Long-term borrowings decreased by $52.7 million to $2.2 billion at March 31, 2021 as compared to December 31, 2020 mainly attributable to the normal maturities of FHLB advances.
Selected Performance Indicators. The following table presents our annualized performance ratios for the periods indicated:
  Three Months Ended
March 31,
  2021 2020
Return on average assets 1.14  % 0.92  %
Return on average assets, as adjusted 1.14  0.93 
Return on average shareholders’ equity 9.96  7.92 
Return on average shareholders’ equity, as adjusted 9.97  8.01 
Return on average tangible shareholders’ equity (ROATE) 14.49  11.84 
ROATE, as adjusted 14.50  11.97 

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Adjusted return on average assets, adjusted return on average shareholders' equity, ROATE and adjusted ROATE included in the table above are non-GAAP measures. Management believes these measures provide information useful to management and investors in understanding our underlying operational performance, business and performance trends, and the measures facilitate comparisons of our prior performance with the performance of others in the financial services industry. These non-GAAP financial measures should not be considered in isolation or as a substitute for or superior to financial measures calculated in accordance with U.S. GAAP. These non-GAAP financial measures may also be calculated differently from similar measures disclosed by other companies. The non-GAAP measure reconciliations are presented below.

Adjusted net income is computed as follows:
Three Months Ended
March 31,
2021 2020
(in thousands)
Net income, as reported $ 115,710  $ 87,268 
Add: Losses on securities transactions (net of tax) 85  29 
Add: Merger related expenses (net of tax) (*)
—  936 
Net income, as adjusted $ 115,795  $ 88,233 
(*)    Merger related expenses are primarily within professional and legal fees, and other non-interest expense.

In addition to the items used to calculate net income, as adjusted, in the table above, our net income is, from time to time, impacted by fluctuations in the level of net gains on sales of loans and swap fees recognized from commercial loan customer transactions. These amounts can vary widely from period to period due to, among other factors, the amount of residential mortgage loans originated for sale, loan portfolio sales and commercial loan customer demand for certain products. See the “Non-Interest Income” section below for more details.

Adjusted annualized return on average assets is computed by dividing adjusted net income by average assets, as follows:
Three Months Ended
March 31,
2021 2020
($ in thousands)
Net income, as adjusted $ 115,795 $ 88,233
Average assets $ 40,770,731 $ 38,116,850
Annualized return on average assets, as adjusted 1.14  % 0.93  %

Adjusted annualized return on average shareholders' equity is computed by dividing adjusted net income by average shareholders' equity, as follows:
Three Months Ended
March 31,
2021 2020
($ in thousands)
Net income, as adjusted $ 115,795 $ 88,233
Average shareholders' equity $ 4,645,400 $ 4,408,585
Annualized return on average shareholders' equity, as adjusted 9.97  % 8.01  %



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ROATE and adjusted ROATE are computed by dividing net income and adjusted net income, respectively, by average shareholders’ equity less average goodwill and average other intangible assets, as follows:
  Three Months Ended
March 31,
  2021 2020
  ($ in thousands)
Net income $ 115,710 $ 87,268
Net income, as adjusted 115,795 88,233
Average shareholders’ equity $ 4,645,400 $ 4,408,585
Less: Average goodwill and other intangible assets
1,451,750 1,460,988
Average tangible shareholders’ equity $ 3,193,650 $ 2,947,597
Annualized ROATE 14.49  % 11.84  %
Annualized ROATE, as adjusted 14.50  % 11.97  %

Net Interest Income

Net interest income consists of interest income and dividends earned on interest earning assets, less interest expense on interest bearing liabilities, and represents the main source of income for Valley.

Net interest income on a tax equivalent basis totaling $293.6 million for the first quarter 2021 increased $4.8 million and $27.2 million as compared to the fourth quarter 2020 and first quarter 2020, respectively. The increase as compared to the fourth quarter 2020 was mainly due to (i) increased interest and fee income from PPP loans, (ii) continued run-off of higher cost time deposits, (iii) the prepayment of $534 million of long-term FHLB advances with a combined weighted average interest rate of 2.48 percent in December 2020, and (iv) lower rates on our deposit products combined with a continued customer shift to deposits without stated maturities. Interest expense of $39.1 million for the first quarter 2021 decreased $7.0 million as compared to the fourth quarter 2020. Interest income on a tax equivalent basis in the first quarter 2021 decreased by $2.3 million to $332.7 million as compared to the fourth quarter 2020 mainly due to lower overall yields on average taxable investment securities and loans and a decline in average balances within the investment portfolio due to normal repayment activity, partially offset by a $8.7 million increase in interest and fees on PPP loans caused by recognition of fee income on loans forgiven by the SBA during the first quarter 2021.

Average interest earning assets increased $2.7 billion to $37.4 billion for the first quarter 2021 as compared to the first quarter 2020 primarily due to organic loan growth over the 12-month period, including $2.3 billion of PPP loans. As compared to the fourth quarter 2020, average interest earning assets decreased by $420.3 million from $37.8 billion partly driven by lower level of excess liquidity held in overnight interest bearing deposits with banks. The decrease in average overnight interest bearing deposits with banks was largely caused by funds used in the prepayment of long-term FHLB borrowings totaling $534 million in December 2020.

Average interest bearing liabilities decreased $280.9 million to $26.0 billion for the first quarter 2021 as compared to the first quarter 2020 primarily due to the repayments of long-term FHLB advances and a decline in overnight borrowings, partially offset by higher average deposit levels caused by general increases in customer balances. As compared to the fourth quarter 2020, average interest bearing liabilities decreased by $754.0 million in the first quarter 2021 mainly due to decreases in long- and short-term borrowings largely attributable to the December 2020 prepayment and normal maturities of FHLB advances, respectively, as we reduced our reliance on wholesale funding sources. See additional information under "Deposits and Other Borrowings" in the Executive Summary section above.

Our net interest margin on a tax equivalent basis of 3.14 percent for the first quarter 2021 increased by 8 basis points and 7 basis points from 3.06 percent and 3.07 percent for the first quarter 2020 and fourth quarter 2020, respectively. The yield on average interest earning assets increased by 2 basis points on a linked quarter basis,
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mostly due to the higher yield on the PPP loan portfolio and reduced excess liquidity held in overnight investments. The yield on average loans decreased by 1 basis point to 3.85 percent for the first quarter 2021 as compared to the fourth quarter 2020. This decrease was mainly due to new and refinanced loan originations at lower market interest rates and two less days during the first quarter 2021, which were mostly offset by the increased yield on our PPP loan portfolio. The overall cost of average interest bearing liabilities decreased 9 basis points to 0.60 percent for the first quarter 2021 as compared to the linked fourth quarter 2020, largely due to the lower rates offered on deposit products, maturing time deposits and a 4 basis point decrease in the average cost of short-term borrowings. Our cost of total average deposits was 0.28 percent for the first quarter 2021 as compared to 0.33 percent for the fourth quarter 2020.

Looking forward, we expect moderate ongoing interest rate pressures on our net interest margin for the second quarter 2021 and beyond due to the low level of market rates and the potential negative impact on the overall yield on new and refinanced loan originations. However, we are also encouraged by the continued potential opportunity to repay or reprice stated maturity deposits and borrowings maturing at low costs during the remainder of 2021. On April 1, 2021, we elected to call and prepay $60 million of subordinated notes that were bearing interest of 6.25 percent per annum and had an original contractual maturity date of April 1, 2026.
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The following table reflects the components of net interest income for the three months ended March 31, 2021, December 31, 2020 and March 31, 2020:

Quarterly Analysis of Average Assets, Liabilities and Shareholders’ Equity and
Net Interest Income on a Tax Equivalent Basis
  Three Months Ended
  March 31, 2021 December 31, 2020 March 31, 2020
  Average
Balance 		Interest Average
Rate 		Average
Balance 		Interest Average
Rate 		Average
Balance 		Interest Average
Rate
  ($ in thousands)
Assets
Interest earning assets:
Loans (1)(2)
$ 32,582,479  $ 313,206  3.85  % $ 32,570,902  $ 313,993  3.86  % $ 29,999,428  $ 333,068  4.44  %
Taxable investments (3)
3,111,116  15,037  1.93  3,204,974  16,491  2.06  3,557,913  25,334  2.85 
Tax-exempt investments (1)(3)
513,809  4,248  3.31  506,748  4,227  3.34  585,987  4,970  3.39 
Interest bearing deposits with banks 1,178,815  224  0.08  1,523,876  260  0.07  530,747  1,465  1.10 
Total interest earning assets 37,386,219  332,715  3.56  37,806,500  334,971  3.54  34,674,075  364,837  4.21 
Allowance for loan losses (347,262) (329,748) (256,675)
Cash and due from banks 312,882  283,239  312,762 
Other assets 3,373,506  3,503,259  3,378,372 
Unrealized gains on securities available for sale, net 45,386  45,693  8,316 
Total assets $ 40,770,731  $ 41,308,943  $ 38,116,850 
Liabilities and shareholders’ equity
Interest bearing liabilities:
Savings, NOW and money market deposits $ 16,617,762  $ 11,125  0.27  % $ 15,606,081  $ 11,706  0.30  % $ 13,239,382  $ 34,513  1.04  %
Time deposits 5,844,524  11,093  0.76  7,005,804  14,368  0.82  8,897,934  42,814  1.92 
Total interest bearing deposits 22,462,286  22,218  0.40  22,611,885  26,074  0.46  22,137,316  77,327  1.40 
Short-term borrowings 1,168,617  1,758  0.60  1,316,706  2,097  0.64  1,322,699  4,707  1.42 
Long-term borrowings (4)
2,323,279  15,155  2.61  2,779,632  17,967  2.59  2,775,049  16,420  2.37 
Total interest bearing liabilities 25,954,182  39,131  0.60  26,708,223  46,138  0.69  26,235,064  98,454  1.50 
Non-interest bearing deposits 9,373,000  9,143,953  6,694,102 
Other liabilities 798,149  874,438  779,099 
Shareholders’ equity 4,645,400  4,582,329  4,408,585 
Total liabilities and shareholders’ equity $ 40,770,731  $ 41,308,943  $ 38,116,850 
Net interest income/interest rate spread (5)
$ 293,584  2.96  % $ 288,833  2.85  % $ 266,383  2.71  %
Tax equivalent adjustment (917) (913) (1,044)
Net interest income, as reported $ 292,667  $ 287,920  $ 265,339 
Net interest margin (6)
3.13  % 3.05  % 3.06  %
Tax equivalent effect 0.01  0.01  0.01 
Net interest margin on a fully tax equivalent basis (6)
3.14  % 3.06  % 3.07  %
_____________

(1)Interest income is presented on a tax equivalent basis using a 21 percent federal tax rate.
(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 financial condition.
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(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.

The following table demonstrates the relative impact on net interest income of changes in the volume of interest earning assets and interest bearing liabilities and changes in rates earned and paid by us on such assets and liabilities. Variances resulting from a combination of changes in volume and rates are allocated to the categories in proportion to the absolute dollar amounts of the change in each category.

Change in Net Interest Income on a Tax Equivalent Basis
  Three Months Ended March 31, 2021 Compared to March 31, 2020
  Change
Due to
Volume 		Change
Due to
Rate 		Total
Change
  (in thousands)
Interest Income:
Loans* $ 27,174  $ (47,036) $ (19,862)
Taxable investments (2,894) (7,403) (10,297)
Tax-exempt investments* (599) (123) (722)
Interest bearing deposits with banks 844  (2,085) (1,241)
Total increase (decrease) in interest income 24,525  (56,647) (32,122)
Interest Expense:
Savings, NOW and money market deposits 7,134  (30,522) (23,388)
Time deposits (11,474) (20,247) (31,721)
Short-term borrowings (495) (2,454) (2,949)
Long-term borrowings and junior subordinated debentures (2,841) 1,576  (1,265)
Total decrease in interest expense (7,676) (51,647) (59,323)
Total increase (decrease) in net interest income $ 32,201  $ (5,000) $ 27,201 
*Interest income is presented on a tax equivalent basis using 21 percent as the federal tax rate.
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Non-Interest Income

Non-interest income decreased $10.2 million for the three months ended March 31, 2021 as compared to the same period of 2020. The following table presents the components of non-interest income for the three months ended March 31, 2021 and 2020:
  Three Months Ended
March 31,
  2021 2020
  (in thousands)
Trust and investment services $ 3,329  $ 3,413 
Insurance commissions 1,558  1,951 
Service charges on deposit accounts 5,103  5,680 
Losses on securities transactions, net (118) (40)
Fees from loan servicing 2,899  2,748 
Gains on sales of loans, net 3,513  4,550 
(Losses) gains on sales of assets, net (196) 121 
Bank owned life insurance 2,331  3,142 
Other 12,814  19,832 
Total non-interest income $ 31,233  $ 41,397 

Net gains on sales of loans decreased $1.0 million for the three months ended March 31, 2021 as compared to the same period in 2020. Our net gains on sales of loans for each period are comprised of both gains on sales of residential mortgages and the net change in the mark to market gains and losses on our loans originated for sale and carried at fair value at each period end. The net decrease from the change in the fair value of loans held for sale totaled $9.5 million for the three months ended March 31, 2021 as compared to a $867 thousand increase for the three months ended March 31, 2020. During the first quarter 2021, we sold approximately $347.6 million of residential mortgage loans as compared to $301.2 million (including $30.0 million of pre-existing residential mortgage loans sold from our loan portfolio) during the first quarter 2020. See further discussion of our residential mortgage loan origination activity under the “Loan Portfolio” section of this MD&A below.

Bank owned life insurance income decreased $811 thousand for the first quarter 2021 as compared to the first quarter 2020 partly due to lower yields on the underlying fixed income investments held by insurance policies.

Other non-interest income decreased $7.0 million for the first quarter 2021 as compared to the same quarter in 2020 primarily due to an $8.0 million decrease in fee income related to derivative interest rate swaps executed with commercial lending customers. Swap fee income totaled $6.2 million and $14.2 million for the three months ended March 31, 2021 and 2020, respectively.













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Non-Interest Expense

Non-interest expense increased $4.6 million for the three months ended March 31, 2021 as compared to the same period of 2020. The following table presents the components of non-interest expense for the three months ended March 31, 2021 and 2020:
  Three Months Ended
March 31,
  2021 2020
  (in thousands)
Salary and employee benefits expense $ 88,103  $ 85,728 
Net occupancy and equipment expense 32,259  32,441 
FDIC insurance assessment 3,276  3,876 
Amortization of other intangible assets 6,006  5,470 
Professional and legal fees 6,272  6,087 
Amortization of tax credit investments 2,744  3,228 
Telecommunications expense 3,160  2,287 
Other 18,393  16,539 
Total non-interest expense $ 160,213  $ 155,656 

Salary and employee benefits expense increased $2.4 million for the three months ended March 31, 2021 as compared to the same period of 2020. The increase was partly due to increases in health insurance and stock-based incentive compensation expenses totaling $1.7 million and $1.5 million, respectively. The three months ended March 31, 2020 included an expense of $1.8 million related to a special bonus paid to hourly employees impacted by COVID-19.

Other non-interest expense increased $1.9 million for the three months ended March 31, 2021 as compared to the same period of 2020 largely due to higher data processing costs, including approximately $605 thousand of costs related to our PPP loan program.

See Notes 8 and 12 to the consolidated financial statements for information regarding the amortization of other intangible assets and tax credit investments, respectively.

Efficiency Ratio
The efficiency ratio measures total non-interest expense as a percentage of net interest income plus total non-interest income. We believe this non-GAAP measure provides a meaningful comparison of our operational performance and facilitates investors’ assessments of business performance and trends in comparison to our peers in the banking industry. Our overall efficiency ratio, and its comparability to some of our peers, is negatively impacted primarily by the amortization of tax credit investments, as well as infrequent charges within non-interest income and expense, including, but not limited to, merger expenses.


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The following table presents our efficiency ratio and a reconciliation of the efficiency ratio adjusted for certain items during the three months ended March 31, 2021 and 2020:
  Three Months Ended
March 31,
  2021 2020
  ($ in thousands)
Total non-interest expense $ 160,213  $ 155,656 
Less: Amortization of tax credit investments (pre-tax) 2,744  3,228 
Less: Merger related expenses (pre-tax)
—  1,302 
Total non-interest expense, adjusted $ 157,469  $ 151,126 
Net interest income $ 292,667  $ 265,339 
Total non-interest income 31,233  41,397 
Add: Losses on securities transactions, net (pre-tax) 118  40 
Total net interest income and non-interest income $ 324,018  $ 306,776 
Efficiency ratio 49.46  % 50.75  %
Efficiency ratio, adjusted 48.60  % 49.26  %
Income Taxes

Income tax expense totaled $39.3 million for the first quarter 2021 as compared to $38.0 million and $29.1 million for the fourth quarter 2020 and first quarter 2020, respectively. Our effective tax rate was 25.4 percent, 26.5 percent and 25.0 percent for the first quarter 2021, fourth quarter 2020 and first quarter 2020, respectively. The decrease in the effective tax rate as compared to the fourth quarter 2020 was mainly due to an increase in the excess stock compensation benefit for the first quarter 2021.

U.S. GAAP requires that any change in judgment or change in measurement of a tax position taken in a prior annual period be recognized as a discrete event in the quarter in which it occurs, rather than being recognized as a change in effective tax rate for the current year. Our adherence to these tax guidelines may result in volatile effective income tax rates in future quarterly and annual periods. Factors that could impact management’s judgment include changes in income, tax laws and regulations, and tax planning strategies.
Business Segments

We have four business segments that we monitor and report on to manage our business operations. These segments are consumer lending, commercial lending, investment management, and corporate and other adjustments. Our reportable segments have been determined based upon Valley’s 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 our 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 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.


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The following tables present the financial data for each business segment for the three months ended March 31, 2021 and 2020:
  Three Months Ended March 31, 2021
  Consumer
Lending 		Commercial
Lending 		Investment
Management 		Corporate
and Other
Adjustments 		Total
  ($ in thousands)
Average interest earning assets $ 7,049,252 $ 25,533,227 $ 4,803,740 $ — $ 37,386,219
Income (loss) before income taxes 31,399 129,052 2,800 (8,220) 155,031
Annualized return on average interest earning assets (before tax)
1.78  % 2.02  % 0.23  % N/A 1.66  %
 
  Three Months Ended March 31, 2020
  Consumer
Lending 		Commercial
Lending 		Investment
Management 		Corporate
and Other
Adjustments 		Total
  ($ in thousands)
Average interest earning assets $ 7,217,144 $ 22,782,284 $ 4,674,647 $ — $ 34,674,075
Income (loss) before income taxes 16,241 102,795 7,830 (10,469) 116,397
Annualized return on average interest earning assets (before tax)
0.90  % 1.80  % 0.67  % N/A 1.34  %

See Note 13 to the consolidated financial statements for additional information.

Consumer Lending

This consumer lending segment represented 20.9 percent of our loan portfolio at March 31, 2021, and was mainly comprised of residential mortgage loans and automobile loans, and to a lesser extent, home equity loans, secured personal lines of credit and other consumer loans (including credit card loans). The duration of the residential mortgage loan portfolio (which represented 12.4 percent of our loan portfolio at March 31, 2021) is subject to movements in the market level of interest rates and forecasted prepayment speeds. The weighted average life of the automobile loans (representing 4.4 percent of total loans at March 31, 2021) 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.

Average interest earning assets in this segment decreased $167.9 million to $7.0 billion for the three months ended March 31, 2021 as compared to the first quarter 2020. The decrease was largely due to continued residential mortgage loan refinance activity and a higher percentage of mortgage loans originated for sale rather than held for investment over the last 12 month period. Automobile loan demand was also tempered during the onset of the pandemic before steadily strengthening in the fourth quarter 2020 and first quarter 2021.

Income before income taxes generated by the consumer lending segment increased $15.2 million to $31.4 million for the first quarter 2021 as compared to the first quarter 2020 largely due to a $9.4 million decrease in the provision for loan losses coupled with a $5.9 million increase in net interest income. The decrease in the provision for loan losses was mainly due to the improvement in the economic forecast component of the allowance for loan losses at March 31, 2021 as compared to March 31, 2020. See further details in the "Allowance for Credit Losses" section of this MD&A. The increase in net interest income was largely driven by lower funding costs, partially offset by lower yields on consumer loans and the decline in average loan balances.
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The net interest margin on the consumer lending portfolio increased 40 basis points to 3.09 percent for the first quarter 2021 as compared to the first quarter 2020 mainly due to a 73 basis point decrease in the costs associated with our funding sources, partially offset by a 33 basis point decrease in the yield on average loans. The decrease in our funding costs was largely due to the lower rates offered on deposit products, maturing time deposits and an 82 basis point decrease in the average cost of short-term borrowings. The 33 basis point decrease in loan yield was due to lower yielding new and refinanced loan volumes. See the "Executive Summary" and the "Net Interest Income" sections above for more details on our net interest margin and funding sources.
Commercial Lending

The commercial lending segment is 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. Commercial and industrial loans totaled approximately $7.1 billion and represented 21.9 percent of the total loan portfolio at March 31, 2021. Commercial real estate loans and construction loans totaled $18.7 billion and represented 57.2 percent of the total loan portfolio at March 31, 2021.

Average interest earning assets in this segment increased approximately $2.8 billion to $25.5 billion for the three months ended March 31, 2021 as compared to the first quarter 2020. The increase was mostly due to the origination of PPP loans totaling $2.4 billion within the commercial and industrial portfolio at March 31, 2021, as well as organic commercial real estate loan growth over most of the last 12 month period.
For the three months ended March 31, 2021, income before income taxes for the commercial lending segment increased $26.3 million to $129.1 million as compared to the first quarter 2020 mainly driven by an increase in net interest income combined with a decline in the provision for credit losses. Net interest income for this segment increased $26.4 million to $229.1 million for the first quarter 2021 as compared to the same period in 2020 primarily due to lower funding costs and interest and fee income largely resulting from PPP loans. The provision for credit losses decreased by $15.5 million mainly due to the improvement in the economic forecast component of the allowance for loan losses as compared to March 31, 2020. The positive impact of the aforementioned items was partially offset by a decrease in non-interest income and higher internal transfer expense. Non-interest income decreased $7.9 million to $7.7 million for the three months ended March 31, 2021 as compared to the first quarter 2020 mainly due to an $8.0 million decrease in swap fee income related to derivative interest rate swaps executed with commercial loan customers. Internal transfer expense increased $6.4 million for the first quarter 2021 as compared to the first quarter 2020 partly due to general increases related to organic growth in our business.

The net interest margin for this segment increased 3 basis points to 3.59 percent for the first quarter 2021 as compared to the first quarter 2020 due to a 73 basis point decrease in the cost of our funding sources, which was mostly offset by a 70 basis point decrease in the yield on average loans.
Investment Management

The investment management segment generates a large portion of our 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 our liquid cash position, federal funds sold and interest-bearing deposits with banks (primarily the Federal Reserve Bank of New York) as part of our asset/liability management strategies. The fixed
rate investments are one of Valley’s least sensitive assets 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 our balance sheet. See the “Asset/Liability Management” section below for further analysis.

Average interest earning assets in this segment increased $129.1 million during the first quarter 2021 as compared to the first quarter 2020 primarily due to a $648.1 million increase in average interest bearing deposits with banks, partially offset by a $519.0 million decrease in average investment securities. The increase in average overnight interest bearing deposits with banks was due, in part, to a lower rate of reinvestment of normal repayments within our investment securities portfolio.
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For the first quarter 2021, income before income taxes for the investment management segment decreased $5.0 million to $2.8 million as compared to the first quarter 2020 mostly due to a $3.9 million decrease in net interest income, partially offset by a lower provision for credit losses. The decrease in net interest income was primarily due to normal repayments of higher yielding securities and the low yields on the increased overnight investment balances. The provision for credit losses decreased $1.1 million for the three months ended March 31, 2021 as compared to the first quarter 2020.

The net interest margin for this segment decreased 37 basis points to 1.26 percent for the first quarter 2021 as compared to the same quarter in 2020 largely due to a 110 basis point decrease in the yield on average investments, partially offset by a 73 basis point decrease in our cost of funding. The decrease in the yield on average investments as compared to the first quarter 2020 was largely driven by principal repayments on higher yielding residential mortgage-backed securities, acceleration of premium amortization expense related to the increased prepayment of mortgage-backed securities and purchases of lower yielding investment securities over the last 12 months.
Corporate and other adjustments

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 merger expenses.

The corporate segment recognized pre-tax losses of $8.2 million and $10.5 million for the three months ended March 31, 2021 and 2020, respectively. The decline in the pre-tax loss for the first quarter 2021 was largely due to a $5.6 million increase in internal transfer income, partially offset by a $1.8 million increase in non-interest expense. The increase in non-interest expense was largely driven by increases in salaries and employee benefits expenses, higher data processing and telecommunication expenses, partially offset by a decrease in amortization of tax credit investments. See further details in the "Non-Interest Income" and "Non-Interest Expense" sections of this MD&A.
ASSET/LIABILITY MANAGEMENT

Interest Rate Sensitivity

Our success is largely dependent upon our ability to manage interest rate risk. Interest rate risk can be defined as the exposure of our interest rate sensitive assets and liabilities to the movement in interest rates. Our Asset/Liability Management Committee is responsible for managing such risks and establishing policies that monitor and coordinate our sources and uses of funds. Asset/Liability management is a continuous process due to the constant change in interest rate risk factors. In assessing the appropriate interest rate risk levels for us, management weighs the potential benefit of each risk management activity within the desired parameters of liquidity, capital levels and management’s tolerance for exposure to income fluctuations. Many of the actions undertaken by management utilize fair value analysis and attempt to achieve consistent accounting and economic benefits for financial assets and their related funding sources. We have predominantly focused on managing our interest rate risk by attempting to match the inherent risk and cash flows of financial assets and liabilities. Specifically, management employs multiple risk management activities such as optimizing the level of new residential mortgage originations retained in our mortgage portfolio through increasing or decreasing loan sales in the secondary market, product pricing levels, the desired maturity levels for new originations, the composition levels of both our interest earning assets and interest bearing liabilities, as well as several other risk management activities.

We use a simulation model to analyze net interest income sensitivity to movements in interest rates. The simulation model projects net interest income based on various interest rate scenarios over a 12-month and 24-month period. The model is based on the actual maturity and re-pricing characteristics of rate sensitive assets and liabilities. The model incorporates certain assumptions which management believes to be reasonable regarding the impact of changing interest rates and the prepayment assumptions of certain assets and liabilities as of March 31, 2021. The model assumes immediate changes in interest rates without any proactive change in the composition or size of the
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balance sheet, or other future actions that management might undertake to mitigate this risk. In the model, the forecasted shape of the yield curve remains static as of March 31, 2021. The impact of interest rate derivatives, such as interest rate swaps, is also included in the model.

Our simulation model is based on market interest rates and prepayment speeds prevalent in the market as of March 31, 2021. Although the size of Valley’s balance sheet is forecasted to remain static as of March 31, 2021 in our model, the composition is adjusted to reflect new interest earning assets and funding originations coupled with rate spreads utilizing our actual originations during the first quarter 2021. The model also utilizes an immediate parallel shift in market interest rates at March 31, 2021.

The assumptions used in the net interest income simulation are inherently uncertain. Actual results may differ significantly from those presented in the table below due to the frequency and timing of changes in interest rates and changes in spreads between maturity and re-pricing categories. Overall, our net interest income is affected by changes in interest rates and cash flows from our loan and investment portfolios. We actively manage these cash flows in conjunction with our liability mix, duration and interest rates to optimize the net interest income, while structuring the balance sheet in response to actual or potential changes in interest rates. Additionally, our net interest income is impacted by the level of competition within our marketplace. Competition can negatively impact the level of interest rates attainable on loans and increase the cost of deposits, which may result in downward pressure on our net interest margin in future periods. Other factors, including, but not limited to, the slope of the yield curve and projected cash flows will impact our net interest income results and may increase or decrease the level of asset sensitivity of our balance sheet.

Convexity is a measure of how the duration of a financial instrument changes as market interest rates change. Potential movements in the convexity of bonds held in our investment portfolio, as well as the duration of the loan portfolio may have a positive or negative impact on our net interest income in varying interest rate environments. As a result, the increase or decrease in forecasted net interest income may not have a linear relationship to the results reflected in the table below. Management cannot provide any assurance about the actual effect of changes in interest rates on our net interest income.

The following table reflects management’s expectations of the change in our net interest income over the next 12- month period considering the aforementioned assumptions. While an instantaneous and severe shift in interest rates was used in this simulation model, we believe that any actual shift in interest rates would likely be more gradual and would therefore have a more modest impact than shown in the table below.
  Estimated Change in
Future Net Interest Income
Changes in Interest Rates Dollar
Change 		Percentage
Change
(in basis points) ($ in thousands)
+200 $ 58,608  5.01  %
+100 28,837  2.46 
–100 (43,263) (3.70)
–200 (70,355) (6.01)

As noted in the table above, a 100 basis point immediate increase in interest rates combined with a static balance
sheet where the size, mix, and proportions of assets and liabilities remain unchanged is projected to increase net interest income over the next 12 month period by 2.46 percent. Management believes the interest rate sensitivity remains within an acceptable tolerance range at March 31, 2021. However, the level of net interest income sensitivity may increase or decrease in the future as a result of several factors, including potential changes in our balance sheet strategies, the slope of the yield curve and projected cash flows.

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Liquidity and Cash Requirements

Bank Liquidity

Liquidity measures the ability to satisfy current and future cash flow needs as they become due. A bank’s liquidity reflects its ability to meet loan demand, to accommodate possible outflows in deposits and to take advantage of interest rate opportunities in the marketplace. Liquidity management is carefully performed and routinely reported by our Treasury Department to two board committees. Among other actions, Treasury reviews historical funding requirements, current liquidity position, sources and stability of funding, marketability of assets, options for attracting additional funds, and anticipated future funding needs, including the level of unfunded commitments. Our goal is to maintain sufficient liquidity to cover current and potential funding requirements.

The Bank has no required regulatory liquidity ratios to maintain; however, it adheres to an internal liquidity policy. The current policy maintains that we may not have a ratio of loans to deposits in excess of 110 percent or reliance on wholesale funding greater than 25 percent of total funding. The Bank was in compliance with the foregoing policies at March 31, 2021.

Valley's short and long-term cash requirements include contractual obligations under borrowings, deposits, payment related to leases, capital expenditures and other purchase commitments. In the ordinary course of operations, the Bank also enters into various financial obligations, including contractual obligations that may require future cash payments. Management believes the Bank has the ability to generate and obtain adequate amounts of cash to meet its short-term and long-term obligations as they come due by utilizing various cash resources described below.

On the asset side of the balance sheet, the Bank has numerous sources of liquid funds in the form of cash and due from banks, interest bearing deposits with banks (including the Federal Reserve Bank of New York), investment securities held to maturity that are maturing within 90 days or would otherwise qualify as maturities if sold (i.e., 85 percent of original cost basis has been repaid), investment securities available for sale, loans held for sale, and from time to time, federal funds sold and receivables related to unsettled securities transactions. Total liquid assets were approximately $3.1 billion, representing 8.2 percent of earning assets at March 31, 2021 and $3.1 billion, representing 8.3 percent of earning assets at December 31, 2020. Of the $3.1 billion of liquid assets at March 31, 2021, approximately $691.4 million of various investment securities were pledged to counterparties to support our earning asset funding strategies. We anticipate the receipt of approximately $697 million in principal payments from securities in the total investment portfolio over the next 12 month period due to normally scheduled principal repayments and expected prepayments of certain securities, primarily residential mortgage-backed securities.

Additional liquidity is derived from scheduled loan payments of principal and interest, as well as prepayments received. Loan principal payments (including loans held for sale at March 31, 2021) are projected in accordance with their scheduled contractual terms to be approximately $9.8 billion over the next 12 month period. As a contingency plan for any liquidity constraints, liquidity could also be derived from the sale of conforming residential mortgages from our loan portfolio or alleviated from the temporary curtailment of lending activities.

On the liability side of the balance sheet, we utilize multiple sources of funds to meet liquidity needs, including retail and commercial deposits, brokered and municipal deposits, and short-term and long-term borrowings. Our core deposit base, which generally excludes fully insured brokered deposits and both retail and brokered certificates of deposit over $250 thousand, represents the largest of these sources. Average core deposits totaled approximately $28.4 billion and $25.8 billion for the three months ended March 31, 2021 and for the year ended December 31, 2020, respectively, representing 75.9 percent and 69.8 percent of average earning assets for the respective periods. The level of interest bearing deposits is affected by interest rates offered, which is often influenced by our need for funds and the need to match the maturities of assets and liabilities.

Additional funding may be provided through deposit gathering networks and in the form of federal funds purchased through our well established relationships with numerous banks. While these lending lines are uncommitted, management believes that the Bank could borrow approximately $1.5 billion from these banks on a collective basis.
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The Bank is also a member of the Federal Home Loan Bank of New York (FHLB) and has the ability to borrow from them in the form of FHLB advances 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. Additionally, Valley's collateral pledged to the FHLB may be used to obtain Municipal Letters of Credit (MULOC) to collateralize certain municipal deposits held by Valley. At March 31, 2021, Valley had $700 million of MULOCs outstanding for this purpose. Furthermore, we can obtain overnight borrowings from the Federal Reserve Bank of New York via the discount window as a contingency for additional liquidity. At March 31, 2021, our borrowing capacity (excluding added capacity available to us by pledging PPP loans) under the Federal Reserve Bank's discount window was $1.6 billion.

We also have access to other short-term and long-term borrowing sources to support our asset base, such as repos (i.e., securities sold under agreements to repurchase). Short-term borrowings (consisting of FHLB advances, repos, and from time to time, federal funds purchased) decreased approximately $63.3 million to $1.1 billion at March 31, 2021 as compared to December 31, 2020 primarily driven by normal maturities.
Corporation Liquidity

Valley’s recurring cash requirements primarily consist of dividends to preferred and common shareholders and interest expense on subordinated notes and junior subordinated debentures issued to capital trusts. As part of our on-going asset/liability management strategies, Valley could also use cash to repurchase shares of its outstanding common stock under its share repurchase program or redeem its callable junior subordinated debentures. These cash needs are routinely satisfied by dividends collected from the Bank. Projected cash flows from the Bank are expected to be adequate to pay preferred and common dividends, if declared, and interest expense payable to subordinated note holders and capital trusts, given the current capital levels and current profitable operations of the Bank. In addition to dividends received from the Bank, Valley can satisfy its cash requirements by utilizing its own cash and potential new funds borrowed from outside sources or capital issuances. Valley also has the right to defer interest payments on the junior subordinated debentures, and therefore distributions on its trust preferred securities for consecutive quarterly periods up to five years, but not beyond the stated maturity dates, and subject to other conditions.
Investment Securities Portfolio

As of March 31, 2021, we had $33.0 million, $1.1 billion and $2.4 billion in equities, available for sale debt securities and held to maturity debt securities, respectively. Our equity securities portfolio is mainly comprised of a money market mutual fund and investments in public and private Community Reinvestment Act funds. Our held to maturity and available for sale debt securities portfolios were comprised of U.S. Treasury securities, U.S. government agency securities, tax-exempt and taxable issuances of states and political subdivisions, residential mortgage-backed securities, single-issuer trust preferred securities principally issued by bank holding companies, and high quality corporate bonds. Among other securities, our available for sale debt securities include securities such as bank issued and other corporate bonds, as well as municipal special revenue bonds, that may pose a higher risk of future impairment charges to us as a result of the uncertain economic environment and its potential negative effect on the future performance of the security issuers.

There were no securities in the name of any one issuer exceeding 10 percent of shareholders’ equity, except for residential mortgage-backed securities issued by Ginnie Mae and Fannie Mae. Certain securities with limited marketability and/or restrictions, such as Federal Home Loan Bank and Federal Reserve Bank stocks, are carried at cost and are included in other assets.
Allowance for Credit Losses and Impairment Analysis

Available for sale debt securities. Available for sale debt securities in unrealized loss positions are evaluated for impairment related to credit losses at least quarterly. In assessing whether a credit loss exists, we compare the present value of cash flows expected to be collected from the security with the amortized cost basis of the security.
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If the present value of cash flows expected to be collected is less than the amortized cost basis for the security, a credit loss exists and an allowance for credit losses is recorded, limited to the amount the fair value is less than amortized cost basis. Declines in fair value that have not been recorded through an allowance for credit losses, such as declines due to changes in market interest rates, are recorded through other comprehensive income, net of applicable taxes.

We have evaluated all available for sale debt securities that are in an unrealized loss position as of March 31, 2021 and determined that the declines in fair value are mainly attributable to changes in market volatility, due to factors such as interest rates and spread factors, but not attributable to 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 charges during the three months ended March 31, 2021 and, as a result, there was no allowance for credit losses for available for sale debt securities at March 31, 2021.
Held to maturity debt securities. Valley estimates the expected credit losses on held to maturity debt securities that have loss expectations using a discounted cash flow model developed by a third party. Valley has a zero loss expectation for certain securities within the held to maturity portfolio, including 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, which are excluded from the model. 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. Held to maturity debt securities were carried net of allowance for credit losses totaling $1.1 million and $1.4 million at March 31, 2021 and December 31, 2020, respectively. Valley recorded a credit (negative) provision for credit losses of $358 thousand during the first quarter 2021 and a provision for credit losses of $759 thousand for the first quarter 2020, respectively. There were no net charge-offs of debt securities in the respective periods.

Investment grades. The investment grades in the table below reflect the most current independent analysis performed by third parties of each security as of the date presented and not necessarily the investment grades at the date of our purchase of the securities. For many securities, the rating agencies may not have performed an independent analysis of the tranches owned by us, but rather an analysis of the entire investment pool. For this and other reasons, we believe the assigned investment grades may not accurately reflect the actual credit quality of each security and should not be viewed in isolation as a measure of the quality of our investment portfolio.


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The following table presents the held to maturity and available for sale debt securities portfolios by investment grades at March 31, 2021:
  March 31, 2021
  Amortized
Cost 		Gross
Unrealized
Gains 		Gross
Unrealized
Losses 		Fair Value
(in thousands)
Available for sale investment grades: *
AAA Rated $ 949,878  $ 30,036  $ (1,329) $ 978,585 
AA Rated 25,149  616  —  25,765 
A Rated 6,161  155  —  6,316 
BBB Rated 29,330  612  (8) 29,934 
Non-investment grade 11,847  —  (12) 11,835 
Not rated 62,217  1,636  (67) 63,786 
Total $ 1,084,582  $ 33,055  $ (1,416) $ 1,116,221 
Held to maturity investment grades: *
AAA Rated $ 2,051,782  $ 41,064  $ (18,749) $ 2,074,097 
AA Rated 175,740  5,485  (2) 181,223 
A Rated 13,274  360  —  13,634 
BBB Rated 8,000  450  (72) 8,378 
Non-investment grade 5,632  —  (111) 5,521 
Not rated 136,598  588  (6,678) 130,508 
Total $ 2,391,026  $ 47,947  $ (25,612) $ 2,413,361 
* Rated using external rating agencies. Ratings categories include the entire range. For example, “A rated” includes A+, A, and A-. Split rated securities with two ratings are categorized at the higher of the rating levels.
The unrealized losses in the AAA rated category of the held to maturity debt securities (in the above table) are mainly related to residential mortgage-backed securities issued by Ginnie Mae and Fannie Mae. The investment securities held to maturity portfolio included $136.6 million of investments not rated by the rating agencies with aggregate unrealized losses of $6.7 million at March 31, 2021 related to four single-issuer bank trust preferred issuances with a combined amortized cost of $36.0 million.
See Note 6 to the consolidated financial statements for additional information regarding our investments securities portfolio.
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Loan Portfolio

The following table reflects the composition of the loan portfolio as of the dates presented:
March 31,
2021 		December 31,
2020 		September 30,
2020 		June 30,
2020 		March 31,
2020
  ($ in thousands)
Loans
Commercial and industrial:
Commercial and industrial $ 4,784,017  $ 4,709,569  $ 4,625,880  $ 4,670,362  $ 4,998,731 
Commercial and industrial PPP loans 2,364,627  2,152,139  2,277,465  2,214,327  — 
Total commercial and industrial * 7,148,644  6,861,708  6,903,345  6,884,689  4,998,731 
Commercial real estate:
Commercial real estate 16,923,627  16,724,998  16,815,587  16,571,877  16,390,236 
Construction 1,786,331  1,745,825  1,720,775  1,721,352  1,727,046 
Total commercial real estate 18,709,958  18,470,823  18,536,362  18,293,229  18,117,282 
Residential mortgage 4,060,492  4,183,743  4,284,595  4,405,147  4,478,982 
Consumer:
Home equity 409,576  431,553  457,083  471,115  481,751 
Automobile 1,444,883  1,355,955  1,341,659  1,369,489  1,436,734 
Other consumer 912,863  913,330  892,542  890,942  914,587 
Total consumer loans 2,767,322  2,700,838  2,691,284  2,731,546  2,833,072 
Total loans*
$ 32,686,416  $ 32,217,112  $ 32,415,586  $ 32,314,611  $ 30,428,067 
As a percent of total loans:
Commercial and industrial 21.9  % 21.3  % 21.3  % 21.3  % 16.5  %
Commercial real estate 57.2  57.3  57.2  56.6  59.5 
Residential mortgage 12.4  13.0  13.2  13.6  14.6 
Consumer loans 8.5  8.4  8.3  8.5  9.4 
Total 100.0  % 100.0  % 100.0  % 100.0  % 100.0  %
*     Includes net unearned discount and deferred loan fees of $108.6 million, $95.8 million, $116.2 million, $131.3 million, and $76.4 million at March 31, 2021, December 31, 2020, September 30, 2020, June 30, 2020, and March 31, 2020, respectively. Net unearned discounts and deferred loan fees included $57.2 million, $43.2 million, $54.4 million and $62.1 million of net unearned fees related to PPP loans at March 31, 2021, December 31, 2020, September 30, 2020, and June 30, 2020, respectively.

Commercial and industrial loans increased $286.9 million, or 16.7 percent on an annualized basis, to $7.1 billion at March 31, 2021 as compared to December 31, 2020 mostly due to the $212.5 million increase in PPP loans, which was net of over $630 million of PPP loans forgiven by the SBA during the first quarter 2021. Valley expects the majority of these borrowers to qualify for loan forgiveness under the guidelines of the SBA program, which impact our ability to grow the commercial and industrial loan portfolio. Non-PPP commercial and industrial loans increased $74.4 million, or 6.3 percent, at March 31, 2021 as compared to December 31, 2020 mostly due to expansion of our lending teams during the first quarter 2021, as well as stronger demand in certain customer segments, including healthcare lending.
Commercial real estate loans (excluding construction loans) increased $198.6 million, or 4.8 percent on an annualized basis, to $16.9 billion at March 31, 2021 from December 31, 2020 reflecting the recovery of our loan commitment pipeline near the end of 2020. Construction loans increased $40.5 million to $1.8 billion at March 31, 2021 from December 31, 2020. Construction demand in our Florida markets, which have mostly reopened during the current COVID-19 pandemic, remains robust as compared to the Northeast and we intend to be strategically competitive for the strongest borrowers and projects in that market.
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Residential mortgage loans declined $123.3 million, or 11.8 percent on an annualized basis during the first quarter 2021 mainly due to continued refinance activity and a higher percentage of loans originated for sale rather than held for investment. New and refinanced residential mortgage loan originations totaled approximately $550.6 million for the first quarter 2021 as compared to $542.3 million and $358.9 million for the fourth quarter 2020 and first quarter 2020, respectively. Of the total originations in the first quarter 2021, approximately $288 million of residential mortgage loans were originated for sale rather than held for investment. During the first quarter 2021, we sold approximately $348 million (including $301 million of residential mortgage loans held for sale at December 31, 2020). We may continue to sell a large portion of our new fixed rate residential mortgage loan originations during the second quarter 2021 based upon normal management of the interest rate risk and mix of the interest earning assets on our balance sheet.
Home equity loans moderately increased $22.0 million to $409.6 million at March 31, 2021 from December 31, 2020. New home equity loan volumes and customer usage of existing home equity lines of credit continue to be modest, despite the favorable low interest rate environment.
Automobile loans increased by $88.9 million, or 26.2 percent on an annualized basis, to $1.4 billion at March 31, 2021 as compared to December 31, 2020 due to strong consumer demand seen across the auto industry during the first quarter 2021. Our Florida dealership network contributed $43.8 million in auto loan originations, representing approximately 18 percent of new loans, during the first quarter 2021 as compared to $27.7 million, or 17 percent of new loans, during the fourth quarter 2020.
Other consumer loans decreased $467 thousand to $912.9 million at March 31, 2021 as compared to $913.3 million at December 31, 2020 mainly due to tempered usage and demand within our collateralized personal lines of credit portfolio.
Most of our lending is in northern and central New Jersey, New York City, Long Island and Florida, except for smaller auto and residential mortgage loan portfolios derived from other neighboring states of New Jersey. To mitigate our geographic risks, we make efforts to maintain a diversified portfolio as to type of borrower and loan to guard against a potential downward turn in any one economic sector.
For the remainder of 2021, we remain cautiously optimistic about overall loan growth, exclusive of PPP loans. In the early stages of the second quarter 2021, our loan origination pipelines remain robust and organic growth opportunities, especially in Florida, appear to be closer to pre-pandemic levels. During the first quarter 2021, approximately 50 percent of our commercial loan growth come out of Florida. However, there can be no assurance that those positive trends will continue, or balances will not decline from March 31, 2021 given the potential for unforeseen changes in consumer confidence, the economy, and other market conditions. We believe that many of our SBA PPP loans will be eligible for forgiveness in 2021 in accordance with the rules of this program and is highly likely to result in a large reduction in these loan balances.

Non-performing Assets

Non-performing assets (NPA) include non-accrual loans, other real estate owned (OREO), other repossessed assets (which primarily consists of automobiles and taxi medallions) and non-accrual debt securities at March 31, 2021. Loans are generally placed on non-accrual status when they become past due in excess of 90 days as to payment of principal or interest. Exceptions to the non-accrual policy may be permitted if the loan is sufficiently collateralized and in the process of collection. OREO is acquired through foreclosure on loans secured by land or real estate. OREO and other repossessed assets are reported at the lower of cost or fair value, less estimated cost to sell. Our NPAs increased $16.0 million to $210.5 million at March 31, 2021 as compared to December 31, 2020 mainly due to a $18.7 million increase in non-accrual loans in the first quarter 2021. NPAs as a percentage of total loans and NPAs totaled 0.64 percent and 0.60 percent at March 31, 2021 and December 31, 2020, respectively (as shown in the table below). We believe our total NPAs has remained relatively low as a percentage of the total loan portfolio over the past 12 months, despite the uptick in non-accrual borrowers mainly caused by COVID-19 pandemic. The level of NPAs is reflective of our consistent approach to the loan underwriting criteria for both Valley originated loans and loans purchased from third parties. For additional details, see the "Credit quality indicators" section in Note 7 to the consolidated financial statements.
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Our lending strategy is based on underwriting standards designed to maintain high credit quality and we remain optimistic regarding the overall future performance of our loan portfolio. However, due to the potential for future credit deterioration caused by the uncertain path of the recovery from the COVID -19 pandemic and a number of our borrowers that are still performing under forbearance agreements, management cannot provide assurance that our non-performing assets will not increase substantially from the levels reported at March 31, 2021.


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The following table sets forth by loan category accruing past due and non-performing assets at the dates indicated in conjunction with our asset quality ratios: 
March 31,
2021 		December 31,
2020 		September 30,
2020 		June 30,
2020 		March 31,
2020
  ($ in thousands)
Accruing past due loans:
30 to 59 days past due:
Commercial and industrial $ 3,763  $ 6,393  $ 6,587  $ 6,206  $ 9,780 
Commercial real estate 11,655  35,030  26,038  13,912  41,664 
Construction —  315  142  —  7,119 
Residential mortgage 16,004  17,717  22,528  35,263  38,965 
Total Consumer 5,480  10,257  8,979  12,962  19,508 
Total 30 to 59 days past due 36,902  69,712  64,274  68,343  117,036 
60 to 89 days past due:
Commercial and industrial 1,768  2,252  3,954  4,178  7,624 
Commercial real estate 5,455  1,326  610  1,543  15,963 
Construction —  —  —  —  49 
Residential mortgage 2,233  10,351  3,760  4,169  9,307 
Total Consumer 1,021  1,823  1,352  3,786  2,309 
Total 60 to 89 days past due 10,477  15,752  9,676  13,676  35,252 
90 or more days past due:
Commercial and industrial 2,515  9,107  6,759  5,220  4,049 
Commercial real estate —  993  1,538  —  161 
Residential mortgage 2,472  3,170  891  3,812  1,798 
Total Consumer 417  271  753  2,082  1,092 
Total 90 or more days past due 5,404  13,541  9,941  11,114  7,100 
Total accruing past due loans $ 52,783  $ 99,005  $ 83,891  $ 93,133  $ 159,388 
Non-accrual loans:
Commercial and industrial $ 108,988  $ 106,693  $ 115,667  $ 130,876  $ 132,622 
Commercial real estate 54,004  46,879  41,627  43,678  41,616 
Construction 71  84  2,497  3,308  2,972 
Residential mortgage 33,655  25,817  23,877  25,776  24,625 
Total Consumer 7,292  5,809  7,441  6,947  4,095 
Total non-accrual loans 204,010  185,282  191,109  210,585  205,930 
Other real estate owned (OREO) 4,521  5,118  7,746  8,283  10,198 
Other repossessed assets 1,857  3,342  3,988  3,920  3,842 
Non-accrual debt securities 129  815  783  1,365  531 
Total non-performing assets (NPAs) $ 210,517  $ 194,557  $ 203,626  $ 224,153  $ 220,501 
Performing troubled debt restructured loans
$ 67,102  $ 57,367  $ 58,090  $ 53,936  $ 48,024 
Total non-accrual loans as a % of loans 0.62  % 0.58  % 0.59  % 0.65  % 0.68  %
Total NPAs as a % of loans and NPAs 0.64  0.60  0.62  0.69  0.72 
Total accruing past due and non-accrual loans as a % of loans
0.79  0.88  0.85  0.94  1.20 
Allowance for loan losses as a % of non-accrual loans
168.07  183.64  170.08  147.03  137.59 
    
Loans past due 30 to 59 days decreased $32.8 million to $36.9 million at March 31, 2021 as compared to December 31, 2020. Commercial real estate loans past due 30 to 59 days decreased $23.4 million to $11.7 million at March 31, 2021 as compared December 31, 2020 largely due to a $12.3 million matured loan (in the process of restructuring its terms) reported in this delinquency category at December 31, 2020 and the migration of one $8.4
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million commercial real estate loan to non-accrual status at March 31, 2021. Consumer loan delinquencies decreased by $4.8 million to $5.5 million at March 31, 2021 as compared December 31, 2020 partly due to improved customer performance and results of our collection efforts during the first quarter 2021.

Loans past due 60 to 89 days decreased $5.3 million to $10.5 million at March 31, 2021 as compared to December 31, 2020 mainly due to a decline in the residential loans category, partially offset by higher commercial real estate loan delinquencies. Residential loans past due 60 to 89 days decreased by $8.1 million as compared to December 31, 2020 partly due to loans that migrated to non-accrual status at March 31, 2021. Commercial real estate loan delinquencies increased $4.1 million at March 31, 2021 as compared to December 31, 2020 largely due to one $4.6 million potential problem loan reported in this delinquency category at March 31, 2021.

Loans past due 90 days or more and still accruing interest decreased $8.1 million to $5.4 million at March 31, 2021 as compared to $13.5 million at December 31, 2020 largely due to a $6.6 million decrease in the commercial and industrial loan category, as well as lower commercial real estate and residential mortgage loan delinquencies. The decrease in commercial and industrial loans past due 90 or more days was primarily due to premium finance loans (related to two insurance carriers) totaling $6.1 million reclassified to non-accrual status during the first quarter 2021. All of the loans past due 90 days or more and still accruing reported at March 31, 2021, including $2.5 million of premium finance loans (collateralized by insurance policies) within commercial and industrial loans, are considered to be well secured and in the process of collection.

Non-accrual loans increased $18.7 million to $204.0 million at March 31, 2021 as compared to $185.3 million at December 31, 2020 mostly driven by one $8.4 million commercial real estate loan and a $7.8 million increase in non-accrual residential mortgage loans which was partially caused by the migration of loans previously reported in the 60-89 days past due category at December 31, 2020.

We continue to closely monitor our non-performing New York City and Chicago taxi medallion loans totaling $87.2 million and $6.6 million, respectively, within the commercial and industrial loan portfolio at March 31, 2021. Due to continued negative trends in estimated fair valuations of the underlying taxi medallion collateral, a weak operating environment for ride services and uncertain borrower performance, all of the taxi medallion loans are on non-accrual status. The low level of the market valuation of taxi medallions adversely affected the estimated fair valuation of these loans and the allowance for loan losses related to such loans at March 31, 2021and December 31, 2020. At March 31, 2021, non-accrual taxi medallion loans totaling $93.8 million and had related reserves of $63.2 million, or 67.2 percent of such loans, within the allowance for loan losses as compared to $97.5 million with related reserves of $66.4 million, or 68.1 percent of such loans, at December 31, 2020.

Potential further declines in the market valuation of taxi medallions and the stressed operating environment within both New York City and Chicago due to the COVID-19 pandemic could also negatively impact the future performance of this portfolio. For example, a 25 percent further decline in our current estimated market value of the taxi medallions would require additional allocated reserves of $6.9 million within the allowance for loan losses based upon taxi medallion loan balances at March 31, 2021. See the "Allowance for Credit Losses" section below for further details on our reserves.

OREO properties decreased $597 thousand to $4.5 million at March 31, 2021 from $5.1 million at December 31, 2020. Net gains and losses from the sales of OREO properties were immaterial for the three months ended March 31, 2021 and 2020. The residential mortgage and consumer loans secured by residential real estate properties for which formal foreclosure proceedings are in process totaled $1.8 million and $1.9 million at March 31, 2021 and December 31, 2020, respectively.

TDRs represent loan modifications for customers experiencing financial difficulties where a concession has been granted. Performing TDRs (i.e., TDRs not reported as loans 90 days or more past due and still accruing or as non-accrual loans) increased $9.7 million to $67.1 million at March 31, 2021 as compared to $57.4 million at December 31, 2020. Performing TDRs consisted of 86 loans at March 31, 2021. On an aggregate basis, the $67.1
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million in performing TDRs at March 31, 2021 had a modified weighted average interest rate of approximately 4.60 percent as compared to a pre-modification weighted average interest rate of 4.70 percent.
Loan Forbearance. In response to the COVID-19 pandemic and its economic impact to certain customers, Valley implemented short-term loan modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant, when requested by customers. Generally, the modification terms allow for a deferral of payments for up to 90 days, which Valley may extend for an additional 90 days. Any extensions beyond this period were done in accordance with applicable regulatory guidance.
The following table presents the outstanding loan balances and number of loans in an active payment deferral period under short-term modifications as of March 31, 2021:
March 31, 2021
  Amount Number of loans
  ($ in thousands)
Commercial and industrial $ 10,287  61 
Commercial real estate 227,194  45 
Residential mortgage 43,857  104 
Consumer 2,971  140 
Total $ 284,309  350 
During the first quarter 2021, active loan forbearances decreased from approximately 610 loans with total outstanding balances of $361 million remaining as of December 31, 2020.
Higher Risk COVID-19 Credit Exposures. Valley has identified certain borrower industries that may pose a higher risk of credit losses to us due to the negative impact of the COVID-19 pandemic. The following table presents non-PPP loans and active deferrals in the COVID-19 exposure industries at March 31, 2021:
March 31, 2021
Non-PPP loan balance % of non-PPP loans Active deferrals % of total industry loans
 
($ in thousands)
Retail trade $ 585,346  1.9  % $ 15,976  2.7  %
Hotels and hospitality 504,853  1.7  —  — 
Doctors and surgery 494,391  1.6  12,974  2.6 
Restaurants and food service 323,197  1.1  19,068  5.9 
Entertainment and recreation 224,650  0.7  —  — 
Total $ 2,132,437  7.0  % $ 48,018  2.3  %
As of March 31, 2021, Valley had outstanding loans of approximately $2.1 billion, or 7.0 percent of total loans (excluding PPP loans), that were made to borrowers in these industries. Active deferrals in this category totaled $48.0 million, or 2.3 percent of total loans in COVID-19 exposed industries at March 31, 2021, as compared to $50.1 million, or 2.3 percent of total loans at December 31, 2020. As of March 31, 2021, approximately 88 percent of loans within the higher risk industries were pass-rated under Valley’s internal risk rating system.
Allowance for Credit Losses for Loans

The allowance for credit losses (ACL) for loans includes the allowance for loan losses and the reserve for unfunded credit commitments. Under CECL, our methodology to establish the allowance for loan losses has two basic components: (1) a collective reserve component for estimated expected credit losses for pools of loans that share common risk characteristics and (2) an individual reserve component for loans that do not share risk characteristics, consisting of collateral dependent, TDR, and expected TDR loans. Valley also maintains a separate allowance for unfunded credit commitments mainly consisting of undisbursed non-cancellable lines of credit, new loan commitments and commercial letters of credit.

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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 allowance on a collective basis we use 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, relative 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 and 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. We have identified and selected key variables that most closely correlated to our historical credit performance, which include: GDP, unemployment and the Case-Shiller Home Price Index.
For the first quarter 2021, we continued to incorporate a probability weighted three-scenario economic forecast, including Moody's Baseline, S-3 and S-4 scenarios. At March 31, 2021, Valley assigned a higher weighting to Moody’s Baseline scenario as compared to December 31, 2020 with less emphasis on Moody’s S-3 and S-4 downside scenarios. This change reflects positive economic developments including federal stimulus and increasing vaccination levels that are expected to lead to improved economic conditions during the remainder of 2021. This increased optimism could still be tempered by continued COVID-19 hot spots in various locales, relatively weak labor market conditions and other factors.
The Moody's Baseline forecast carried the highest weighting in our three-scenario forecast and including the following assumptions at March 31, 2021:
•GDP expansion by over 6.2 percent in the second quarter 2021;
•Unemployment of 6 percent in the second quarter 2021 and improving to 4.1 percent by the first quarter 2023; and
•A U.S. economy poised for robust growth due to approximately $2 trillion in fiscal support entering the economy via the American Rescue Plan Act of 2021 and the COVID-19 relief legislation passed at the end of 2020; including substantial stimulus checks, unemployment insurance, rental, childcare and food assistance, aid to small businesses, airlines, schools and state and local governments.

See more details regarding our allowance for credit losses for loans in Note 7 to the consolidated financial statements.





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The table below summarizes the relationship among loans, loans charged-off, loan recoveries, the provision for credit losses and the allowance for credit losses for loans for the periods indicated.
  Three Months Ended
March 31,
2021 		December 31,
2020 		March 31,
2020
  ($ in thousands)
Average loans outstanding $ 32,582,479 $ 32,570,902 $ 29,999,428
Beginning balance - Allowance for credit losses for loans
351,354 335,328 164,604
Impact of ASU No. 2016-13 adoption on January 1, 2020 *
— — 37,989
Allowance for purchased credit deteriorated (PCD) loans *
— — 61,643
Beginning balance, adjusted 351,354 335,328 264,236
Loans charged-off:
Commercial and industrial (7,142) (3,281) (3,360)
Commercial real estate (382) (1) (44)
Residential mortgage (138) (250) (336)
Total consumer (1,138) (1,670) (2,565)
Total charge-offs (8,800) (5,202) (6,305)
Charged-off loans recovered:
Commercial and industrial 1,589 160 569
Commercial real estate 65 890 73
Construction 4 372 20
Residential mortgage 157 44 50
Total consumer 930 734 794
Total recoveries 2,745 2,200 1,506
Net charge-offs (6,055) (3,002) (4,799)
Provision charged for credit losses 9,014 19,028 33,924
Ending balance - Allowance for credit losses for loans $ 354,313 $ 351,354 $ 293,361
Components of allowance for credit losses for loans:
Allowance for loan losses $ 342,880 $ 340,243 $ 283,342
Allowance for unfunded credit commitments
11,433 11,111 10,019
Allowance for credit losses for loans $ 354,313 $ 351,354 $ 293,361
Components of provision for credit losses for loans:
Provision for credit losses for loans $ 8,692 $ 18,213 $ 33,851
Provision for unfunded credit commitments 322 815 73
Total provision for credit losses for loans $ 9,014 $ 19,028 $ 33,924
Annualized ratio of net charge-offs to average loans outstanding
0.07  % 0.04  % 0.06  %
*    The adjustment represents an increase in the allowance for credit losses for loans as a result of the adoption of ASU No. 2016-13 effective January 1, 2020.

Net loan charge-offs totaled $6.1 million for the first quarter 2021 as compared to $3.0 million and $4.8 million for the fourth quarter 2020 and first quarter 2020, respectively. The increase in net loan charge-offs for the first quarter 2021 was mainly due to partial charge-offs of certain taxi medallion loans and a full charge-off of a $1.9 million unsecured, non-performing commercial and industrial loan relationship. The partial charge-offs of taxi medallion loans totaled $3.3 million for the first quarter 2021 as compared to $2.3 million and $1.3 million for the fourth quarter 2020 and the first quarter 2020, respectively. The overall level of loan charge-offs (as presented in the above table) continues to trend within management's expectations for the credit quality of the loan portfolio.
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The following table summarizes the allocation of the allowance for credit losses for loans to loan portfolio categories and the allocations as a percentage of each loan category:
  March 31, 2021 December 31, 2020 March 31, 2020
  Allowance
Allocation 		Allocation
as a % of
Loan
Category 		Allowance
Allocation 		Allocation
as a % of
Loan
Category 		Allowance
Allocation 		Allocation
as a % of
Loan
Category
  ($ in thousands)
Loan Category:
Commercial and Industrial loans $ 126,408  1.77  % $ 131,070  1.91  % $ 127,437  2.55  %
Commercial real estate loans:
Commercial real estate 153,680  0.91  146,009  0.87  97,876  0.60 
Construction 20,556  1.15  18,104  1.04  13,709  0.79 
Total commercial real estate loans 174,236  0.93  164,113  0.89  111,585  0.62 
Residential mortgage loans 27,172  0.67  28,873  0.69  29,456  0.66 
Consumer loans:
Home equity 4,199  1.03  4,675  1.08  4,463  0.93 
Auto and other consumer 10,865  0.46  11,512  0.51  10,401  0.44 
Total consumer loans 15,064  0.54  16,187  0.60  14,864  0.52 
Total allowance for loan losses 342,880  1.05  340,243  1.06  283,342  0.93 
Allowance for unfunded credit commitments
11,433  11,111  10,019 
Total allowance for credit losses for loans
$ 354,313  $ 351,354  $ 293,361 
Allowance for credit losses for loans as a % loans
1.08  % 1.09  % 0.96  %

The allowance for credit losses for loans, comprised of our allowance for loan losses and unfunded credit commitments (including letters of credit), as a percentage of total loans was 1.08 percent, 1.09 percent and 0.96 percent at March 31, 2021, December 31, 2020 and March 31, 2020, respectively. During the first quarter 2021, we recorded a $9.0 million provision for credit losses as compared to $19.0 million and $33.9 million for the fourth quarter 2020 and the first quarter 2020, respectively. The provision in the first quarter 2021 reflects, among other factors, additional reserves related to non-PPP loan growth and certain segments of our commercial real estate portfolio, partially offset by the lower qualitative reserves for customers impacted by the pandemic and the improvement in our economic forecast component of the reserve as compared to December 31, 2020.

At March 31, 2021, the allowance allocations for credit losses as a percentage of total loans increased in the commercial real estate and construction loan categories while decreasing slightly for most other loan categories as compared to December 31, 2020. The allocated reserves as a percentage of commercial and industrial loans declined by 14 basis points partially due to the loan charge-offs in the first quarter 2021 within this loan category, as well as the increase in PPP loans guaranteed by the SBA with no related allowance at March 31, 2021. The allowance for credit losses for loans as a percentage of non-PPP loans was 1.17 percent at both March 31, 2021 and December 31, 2020.



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Capital Adequacy

A significant measure of the strength of a financial institution is its shareholders’ equity. At March 31, 2021 and December 31, 2020, shareholders’ equity totaled approximately $4.7 billion and $4.6 billion, respectively, which represented 11.3 percent of total assets. During the three months ended March 31, 2021, total shareholders’ equity increased by $67.6 million primarily due to net income of $115.7 million and a $9.7 million increase attributable to the effect of our stock incentive plan. These positive changes were partially offset by cash dividends declared on common and preferred stock totaling a combined $48.5 million and an increase in other comprehensive loss of $9.3 million.
Valley and Valley National Bank are subject to the regulatory capital requirements administered by the Federal Reserve Bank and the OCC. 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.

We are required to maintain common equity Tier 1 capital to risk-weighted assets ratio of 4.5 percent, Tier 1 capital to risk-weighted assets ratio 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 March 31, 2021 and December 31, 2020, 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 over 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 since adoption (i.e., provision for credit losses less net charge-offs) will be phased in over the same time frame.
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The following table presents Valley’s and Valley National Bank’s actual capital positions and ratios under Basel III risk-based capital guidelines at March 31, 2021 and December 31, 2020:
  Actual Minimum Capital
Requirements 		To Be Well Capitalized
Under Prompt Corrective
Action Provision
  Amount Ratio Amount Ratio Amount Ratio
 
 ($ in thousands)
As of March 31, 2021
Total Risk-based Capital
Valley $ 3,887,829  12.76  % $ 3,199,331  10.50  % N/A N/A
Valley National Bank 3,937,010  12.93  3,197,660  10.50  $ 3,045,390  10.00  %
Common Equity Tier 1 Capital
Valley 3,071,590  10.08  2,132,888  7.00  N/A N/A
Valley National Bank 3,699,612  12.15  2,131,773  7.00  1,979,504  6.50 
Tier 1 Risk-based Capital
Valley 3,286,431  10.79  2,589,935  8.50  N/A N/A
Valley National Bank 3,699,612  12.15  2,588,582  8.50  2,436,312  8.00 
Tier 1 Leverage Capital
Valley 3,286,431  8.37  1,570,427  4.00  N/A N/A
Valley National Bank 3,699,612  9.42  1,570,198  4.00  1,962,747  5.00 
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 

Tangible book value per common share is computed by dividing shareholders’ equity less preferred stock, goodwill and other intangible assets by common shares outstanding as follows: 
March 31,
2021 		December 31,
2020
  ($ in thousands, except for share data)
Common shares outstanding 405,797,538  403,858,998 
Shareholders’ equity $ 4,659,670  $ 4,592,120 
Less: Preferred stock 209,691  209,691 
Less: Goodwill and other intangible assets 1,450,414  1,452,891 
Tangible common shareholders’ equity $ 2,999,565  $ 2,929,538 
Tangible book value per common share $ 7.39  $ 7.25 
Book value per common share $ 10.97  $ 10.85 
Management believes the tangible book value per common share ratio provides information useful to management and investors in understanding our underlying operational performance, our business and performance trends and
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facilitates comparisons with the performance of others in the financial services industry. This non-GAAP financial measure should not be considered in isolation or as a substitute for or superior to financial measures calculated in accordance with U.S. GAAP. This non-GAAP financial measure may also be calculated differently from similar measures disclosed by other companies.
Typically, our primary source of capital growth is through retention of earnings. Our rate of earnings retention is derived by dividing undistributed earnings per common share by earnings (or net income available to common shareholders) per common share. Our retention ratio was approximately 60.7 percent for the three months ended March 31, 2021 as compared to 52.7 percent for the year ended December 31, 2020.
Cash dividends declared amounted to $0.11 per common share for each of the three months ended March 31, 2021 and 2020. The Board is committed to examining and weighing relevant facts and considerations, including its commitment to shareholder value, each time it makes a cash dividend decision.
Off-Balance Sheet Arrangements, Contractual Obligations and Other Matters

For a discussion of Valley’s off-balance sheet arrangements and contractual obligations see information included in Valley’s Annual Report on Form 10-K for the year ended December 31, 2020 in the MD&A section - “Liquidity and Cash Requirements” and Notes 10 and 11 to the consolidated financial statements included in this report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk refers to potential losses arising from changes in interest rates, foreign exchange rates, equity prices, and commodity prices. Valley’s market risk is composed primarily of interest rate risk. See page 55 for a discussion of interest rate sensitivity.

Item 4. Controls and Procedures

(a) Disclosure controls and procedures. Valley maintains disclosure controls and procedures which, consistent with Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act), are defined to mean controls and other procedures that are designed to ensure that information required to be disclosed in the reports that Valley files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that such information is accumulated and communicated to Valley’s management, including Valley’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosure.

Valley’s CEO and CFO, with the assistance of other members of Valley’s management, have evaluated the effectiveness of Valley’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, Valley’s CEO and CFO have concluded that Valley’s disclosure controls and procedures were effective as of the end of the period covered by this report.

(b) Changes in internal controls over financial reporting. Valley’s CEO and CFO have also concluded that there have not been any changes in Valley’s internal control over financial reporting in the quarter ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, Valley’s internal control over financial reporting.

Valley has not experienced any material impact to Valley’s internal controls over financial reporting due to the fact that most of Valley’s employees responsible for financial reporting are working remotely during the COVID-19 pandemic. Valley is continually monitoring and assessing the impact of the COVID-19 pandemic on Valley’s internal controls over financial reporting to minimize the impact to their design and operating effectiveness.
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Valley’s management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all errors and all fraud. A system of internal control, no matter how well conceived and operated, provides reasonable, not absolute, assurance that the objectives of the system of internal control are met. The design of a system of internal control reflects resource constraints and the benefits of controls must be considered relative to their costs. Because there are inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Valley have been or will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns occur because of a simple error or mistake. Controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of internal control is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all future conditions; over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with the policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II - OTHER INFORMATION 
Item 1. Legal Proceedings

In the normal course of business, we are a party to various outstanding legal proceedings and claims. There have been no material changes in the legal proceedings, if any, previously disclosed under Part I, Item 3 of Valley’s Annual Report on Form 10-K for the year ended December 31, 2020.

Item 1A. Risk Factors

There have been no material changes in the risk factors previously disclosed in the section titled "Risk Factors" in Part I, Item 1A of Valley’s Annual Report on Form 10-K for the year ended December 31, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the quarter, we did not sell any equity securities not registered under the Securities Act of 1933, as amended. Purchases of equity securities by the issuer and affiliated purchasers during the three months ended March 31, 2021 were as follows:

ISSUER PURCHASES OF EQUITY SECURITIES 
Period Total  Number of
Shares  Purchased (1) 		Average
Price Paid
Per Share 		Total Number of Shares
Purchased as Part of
Publicly Announced
Plans (2) 		Maximum Number of
Shares that May Yet Be
Purchased Under the Plans (2)
January 1, 2021 to January 31, 2021 1,034  $ 9.81  —  4,112,465 
February 1, 2021 to February 28, 2021 467,351  10.62  —  4,112,465 
March 1, 2021 to March 31, 2021 10,714  12.85  —  4,112,465 
Total 479,099  $ 10.66  — 
(1)Represents repurchases made in connection with the vesting of employee restricted stock awards.
(2)On January 17, 2007, Valley publicly announced its intention to repurchase up to 4.7 million outstanding common shares in the open market or in privately negotiated transactions. The repurchase plan has no stated expiration date. No repurchase plans or programs expired or terminated during the three months ended March 31, 2021.




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Item 6. Exhibits

(3) Articles of Incorporation and By-laws:
(3.1)
(3.2)
(10) Material Contracts
(10.1)
(10.2)
(10.3)
(10.4)
(31.1)
(31.2)
(32)
(101) Interactive Data File (XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) **
(104) Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.
** Furnished herewith
+ Management contract and compensatory plan or arrangement.

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SIGNATURES
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 thereunto duly authorized.
 
    VALLEY NATIONAL BANCORP
    (Registrant)
Date:     /s/ Ira Robbins
May 7, 2021     Ira Robbins
    Chairman of the Board, President
    and Chief Executive Officer
(Principal Executive Officer)
Date:     /s/ Michael D. Hagedorn
May 7, 2021     Michael D. Hagedorn
    Senior Executive Vice President and
    Chief Financial Officer
(Principal Financial Officer)
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EXHIBIT 10.1
VALLEY NATIONAL BANCORP
2021 INCENTIVE COMPENSATION PLAN

I. INTRODUCTION
1.1.Purposes. The purposes of the Valley National Bancorp 2021 Incentive Compensation Plan (as amended from time to time, the “Plan”) are (i) to align the interests of the Company’s shareholders and the recipients of Awards under the Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) to advance the interests of the Company by attracting and retaining officers, other employees and Non-Employee Directors, and (iii) to motivate such persons to act in the long-term best interests of the Company and its shareholders.
1.2.Certain Definitions.
(a)“Award” shall mean any options to purchase Shares in the form of Incentive Stock Options or Nonqualified Stock Options, SARs in the form of Tandem SARs or Free-Standing SARs, Stock Awards in the form of Restricted Stock, Restricted Stock Units or Unrestricted Stock, Performance Awards and Other Cash-Based Awards granted under the Plan.
(b)“Award Agreement” shall mean any written or electronic agreement, contract or other instrument or document evidencing any Award granted under the Plan, which may, but need not, be executed or acknowledged by the eligible person to whom it has been so granted. Each Award Agreement shall be subject to the terms and conditions of the Plan.
(c)“Blackout Period” shall have the meaning set forth in Section 3.1(b).
(d)“Board” shall mean the Board of Directors of the Company.
(e)“Change in Control” shall have the meaning set forth in Section 7.7(b).
(f)“Code” shall mean the Internal Revenue Code of 1986, as amended.
(g)“Committee” shall mean the Compensation and Human Resources Committee of the Board, or a subcommittee thereof, consisting of two or more members of the Board, each of whom is intended to be (i) a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act and (ii) “independent” within the meaning of the rules of The Nasdaq Stock Market LLC or, if Shares are not listed on The Nasdaq Stock Market LLC, within the meaning of the rules of the principal stock exchange on which Shares are then traded; provided, however, that the “Committee” in regard to exercising any authority and responsibility to grant awards under the Plan to participants who are Non-Employee Directors and to make or take, as the case may be, all required or appropriate determinations and actions in respect of such grants shall mean the Nominating and Corporate Governance Committee of the Board or another Board committee and/or the Board itself, if so determined by the Board.
1

(h)“Common Stock” shall mean the common stock, no par value per share, of the Company, and all rights appurtenant thereto.
(i)“Company” shall mean Valley National Bancorp, a New Jersey corporation, and its successors by operation of law.
(j)“Continuing Directors” shall have the meaning set forth in Section 7.7(b).
(k)“Control Person” shall have the meaning set forth in Section 7.7(b).
(l)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
(m)“Fair Market Value” shall mean, unless otherwise determined by the Committee from time to time, the closing transaction price of a Share as reported on the Nasdaq Global Select Market on the date as of which such value is being determined or, if Shares are not listed on the Nasdaq Global Select Market, the closing transaction price of a Share on the principal national stock exchange on which Shares are traded on the date as of which such value is being determined or, if there shall be no reported transactions for such date, on the next preceding date for which transactions were reported; provided, however, that if Shares are not listed on a national stock exchange or if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined by the Committee by whatever means or method as the Committee, in the good faith exercise of its discretion, shall at such time deem appropriate and in compliance with Section 409A of the Code.
(n)“Free-Standing SAR” shall mean an SAR which is not granted in tandem with, or by reference to, an option, which entitles the holder thereof to receive, upon exercise, Shares (which may be Restricted Stock) or, to the extent provided in the applicable Award Agreement, cash or a combination thereof, with an aggregate value equal to the excess of the Fair Market Value of one Share on the date of exercise over the base price of such SAR, multiplied by the number of such SARs which are exercised.
(o)“Incentive Stock Option” shall mean an option to purchase Shares that meets the requirements of Section 422 of the Code, or any successor provision, which is intended by the Committee to constitute an Incentive Stock Option.
(p)“Non-Control Transaction” shall have the meaning set forth in Section 7.7(b).
(q)“Non-Employee Director” shall mean any director of the Company who is not an officer or employee of the Company or any Subsidiary.
(r)“Non-qualified Stock Option” shall mean an option to purchase Shares which is not an Incentive Stock Option.
(s)“Other Cash-based Award” shall mean a cash-denominated award granted under Section 6.1 of the Plan.
2

(t)“Performance Award” shall mean a right to receive an amount of cash, Common Stock, or a combination of both, contingent upon the attainment of specified Performance Measures within a specified Performance Period.
(u)“Performance Measures” shall mean the criteria and objectives, established by the Committee, which shall be satisfied or met (i) as a condition to the grant or exercisability of all or a portion of an option or SAR or (ii) during the applicable Restriction Period or Performance Period as a condition to the vesting of the holder’s interest, in the case of a Restricted Stock Award, of the Shares subject to such Award, or, in the case of a Restricted Stock Unit Award or Performance Award, to the holder’s receipt of the Shares subject to such Award or of payment with respect to such Award. Such criteria and objectives may be one or more of the following company-wide or subsidiary, division, operating unit or individual measures, including without limitation: the attainment by a share of Common Stock of a specified Fair Market Value for a specified period of time; increase in shareholder value; earnings per share; return on or net assets; return on equity; return on investments; return on capital or invested capital; total shareholder return; earnings or income of the Company before or after taxes and/or interest; earnings before interest, taxes, depreciation and amortization; operating income; revenues; operating expenses, attainment of expense levels or cost reduction goals; market share; cash flow, cash flow per share, cash flow margin or free cash flow; book value, tangible book value or growth in book value or tangible book value, interest expense; economic value created; gross profit or margin; operating profit or margin; net cash provided by operations; price-to-earnings growth; and strategic business criteria, or any other objective or subjective measures determined by the Committee. Each such goal may be expressed on an absolute or relative basis and may include comparisons based on current internal targets, the past performance of the Company (including the performance of one or more subsidiaries, divisions, or operating units) or the past or current performance of other companies or an index of other companies (or a combination of such past and current performance). The applicable performance measures may be applied on a pre- or post-tax basis and may be adjusted to include or exclude one or more components of any performance measure, including, without limitation, restructuring or impairment charges, acquisitions or dispositions, foreign exchange, debt refinancing costs, extraordinary or noncash items, unusual, nonrecurring or one-time events affecting the Company or its financial statements or changes in law or accounting principles.
(v)“Performance Period” shall mean any period designated by the Committee during which (i) the Performance Measures applicable to an Award shall be measured and (ii) the conditions to vesting applicable to an Award shall remain in effect.
(w)“Prior Plan” shall mean the Valley National Bancorp 2016 Long-Term Stock Incentive Plan, as amended from time to time.
(x)“Restricted Stock” shall mean Shares which are subject to a Restriction Period and which may, in addition thereto, be subject to the attainment of specified Performance Measures within a specified Performance Period.
3

(y)“Restricted Stock Award” shall mean an award of Restricted Stock under the Plan.
(z)“Restricted Stock Unit” shall mean a right to receive one Share or, in lieu thereof, the Fair Market Value of such Share in cash, which shall be contingent upon the expiration of a specified Restriction Period and which may, in addition thereto, be contingent upon the attainment of specified Performance Measures within a specified Performance Period.
(aa)“Restricted Stock Unit Award” shall mean an award of Restricted Stock Units under the Plan.
(bb)    “Restriction Period” shall mean any period designated by the Committee during which (i) the Common Stock subject to a Restricted Stock Award may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in the Plan or the Agreement relating to such Award, or (ii) the conditions to vesting applicable to a Restricted Stock Unit Award shall remain in effect.
(cc)    “Retirement” with respect to employees means, except as otherwise set forth in the applicable Award Agreement, the retirement from active employment with the Company, but only if such person meets one of the requirements contained below in either clause (i), clause (ii) or clause (iii).
(i) the person has a minimum combined total of Years of Service and age equal to eighty (80); and the person is age fifty-five (55) or older; or
(ii) the person has a minimum of five (5) Years of Service; and the person is age sixty-five (65) or older; or
(iii) the person has a minimum of ten (10) Years of Service; and the person is age sixty (60) or older, and
in the case of (i), (ii) and (iii) only if the person provides thirty (30) days prior written notice to the Company of the retirement.
For Non-Employee Directors, the term “Retirement” shall mean the date on which the Director ceases to be a member of the Board after both attaining age sixty-five (65) and completing at least five (5) years of service on the Board.
(dd)    “SAR” shall mean a stock appreciation right which may be a Free-Standing SAR or a Tandem SAR.
(ee)    “Shares” shall mean the shares of the Company’s Common Stock. If there has been an adjustment or substitution pursuant to Section 7.6, the term “Shares” shall also include any shares of stock or other securities that are substituted for the Common Stock or into which the Common Stock is adjusted pursuant to Section 7.6.
(ff)    “Stock Award” shall mean a Restricted Stock Award, Restricted Stock Unit Award or Unrestricted Stock Award.
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(gg)    “Subsidiary” shall mean any corporation, limited liability company, partnership, joint venture or similar entity in which the Company owns, directly or indirectly, an equity interest possessing more than 50% of the combined voting power of the total outstanding equity interests of such entity.
(hh)    “Substitute Award” shall mean an Award granted under the Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, including a merger, combination, consolidation or acquisition of property or stock.
(ii)    “Surviving Corporation” shall have the meaning set forth in Section 7.7(b).
(jj)    “Tandem SAR” shall mean an SAR which is granted in tandem with, or by reference to, an option (including a Nonqualified Stock Option granted prior to the date of grant of the SAR), which entitles the holder thereof to receive, upon exercise of such SAR and surrender for cancellation of all or a portion of such option, Shares (which may be Restricted Stock) or, to the extent provided in the applicable Award Agreement, cash or a combination thereof, with an aggregate value equal to the excess of the Fair Market Value of one Share on the date of exercise over the base price of such SAR, multiplied by the number of Shares subject to such option, or portion thereof, which is surrendered.
(kk)    “Tax Date” shall have the meaning set forth in Section 7.4.
(ll)    “Ten Percent Holder” shall have the meaning set forth in Section 3.1(a).
(mm)    “Unrestricted Stock” shall mean Shares which are not subject to a Restriction Period or Performance Measures.
(nn)    “Unrestricted Stock Award” shall mean an Award of Unrestricted Stock under the Plan.
(oo)    “Years of Service” shall mean each twelve consecutive month period commencing on the participant’s employment date, after which he or she remains employed by the Company or an affiliate. Partial years of service will not be considered. For the avoidance of doubt, Years of Service for an individual who becomes an employee in connection with an asset or stock purchase, merger, or other corporate transaction involving his or her prior employer (an “Acquired Entity”) will not include the period of employment with the Acquired Entity.

1.3.Administration. This Plan shall be administered by the Committee. The Committee shall have full power and authority in its sole discretion, subject to the provisions of the Plan and subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board, to: (i) select eligible persons to whom Awards may from time to time be granted; (ii) determine the type or types of Awards, not inconsistent with the provisions of the Plan, to be granted to each participant; (iii) determine the number of Shares or dollar value to be covered by each Award; (iv) determine the terms and conditions, not inconsistent with the provisions of the Plan, of any Award; (v) determine whether, to what extent, and under what circumstances
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Awards may be settled in cash, Shares, or other property; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other property, and other amounts payable with respect to an Award made under the Plan shall be deferred, either automatically or at the election of the participant; (vii) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards; (viii) determine whether, to what extent, and under what circumstances any Award shall be canceled or suspended; (ix) interpret and administer the Plan and any instrument or agreement entered into under or in connection with the Plan, including any Award Agreement; (x) correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award in the manner, and to the extent, that the Committee shall deem desirable to carry it into effect; (xi) establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (xii) determine whether any Award (other than a Stock Option or SAR) will have dividend equivalents; and (xiii) make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan.
The Committee shall in its sole discretion, subject to the terms of the Plan, interpret the Plan and the application thereof, establish rules and regulations it deems necessary or desirable for the administration of the Plan and may impose, incidental to the grant of an Award, conditions with respect to the Award, such as limiting competitive employment or other activities. All such interpretations, rules, regulations and conditions shall be conclusive and binding on any person receiving or claiming Awards.
The Committee may delegate some or all of its power and authority hereunder to the Board or, subject to applicable law, to the Chief Executive Officer or such other executive officer of the Company as the Committee deems appropriate; provided, however, that the Committee may not delegate its power and authority to the Chief Executive Officer or other executive officer of the Company with regard to the selection for participation in the Plan of an officer, director or other person subject to Section 16 of the Exchange Act or decisions concerning the timing, pricing or amount of an Award to such an officer, director or other person.
No member of the Board or Committee, and neither the Chief Executive Officer nor any other executive officer to whom the Committee delegates any of its power and authority hereunder, shall be liable for any act, omission, interpretation, construction or determination made in connection with the Plan in good faith, and the members of the Board and the Committee and the Chief Executive Officer or other executive officer shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including attorneys’ fees) arising therefrom to the full extent permitted by law and under any directors’ and officers’ liability insurance that may be in effect from time to time.
1.4.Eligibility. Participants in the Plan shall consist of such officers, other employees, and Non-Employee Directors of the Company and persons expected to become officers, other employees, and Non-Employee Directors of the Company as the Committee in its sole discretion may select from time to time. The Committee’s selection of a person to participate in the Plan at any time shall not require the Committee to select such person to participate in the Plan at any other time. Except as provided otherwise in an Award Agreement, for purposes of the Plan, references to employment by the Company shall
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also mean employment by a Subsidiary, and references to employment shall include service as a Non-Employee Director. The Committee shall determine, in its sole discretion, the extent to which a participant shall be considered employed during any periods during which such participant is on a leave of absence.
1.5.Treatment of Dividends and Dividend Equivalents on Unvested Awards. Notwithstanding any other provision of the Plan to the contrary, with respect to any Award that provides for or includes a right to dividends or dividend equivalents, if dividends are declared during the period that an equity Award is outstanding, such dividends (or dividend equivalents) shall either (i) not be paid or credited with respect to such Award or (ii) be accumulated but remain subject to vesting requirement(s) to the same extent as the applicable Award and shall only be paid at the time or times such vesting requirement(s) are satisfied.
II.SHARES AVAILABLE
2.1.    Initial Share Reserve. Subject to adjustment as provided in Section 7.6 below, 9,000,000 Shares shall initially be available for all Awards under the Plan, less one (1) Share for every one (1) Share granted under any Prior Plan after December 31, 2020. Subject to adjustment as provided in Section 7.6, no more than 4,500,000 Shares in the aggregate may be issued under the Plan in connection with Incentive Stock Options. After the effective date of the Plan (as provided in Section 7.1), no awards may be granted under any Prior Plan.
2.2.    Permitted Addbacks to Share Reserve. If (i) any Shares subject to an Award are forfeited, an Award expires or an Award is settled for cash (in whole or in part), or (ii) after December 31, 2020 any Shares subject to an award under the Prior Plan are forfeited, an award under the Prior Plan expires or is settled for cash (in whole or in part), then in each such case the Shares subject to such Award or award under the Prior Plan shall, to the extent of such forfeiture, expiration or cash settlement, be added to the shares available for Awards under Section 2.1 of the Plan. In the event that withholding tax liabilities arising from an Award other than an Option or SAR or, after December 31, 2020, an award other than an option or stock appreciation right under the Prior Plan are satisfied by the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, the Shares so tendered or withheld shall be added to the Shares available for Awards under Section 2.1 of the Plan; provided, however, that Shares that again become available for issuance under the Plan pursuant to the preceding clause (ii) shall not increase the numbers of shares that may be granted under the Plan in connection with Incentive Stock Options.
2.3.    No Recycling of Options or SARs. Notwithstanding anything to the contrary contained herein, the following Shares shall not be added to the shares authorized for grant under Section 2.1: (i) Shares tendered by the Participant or withheld by the Company in payment of the purchase price of an Option or, after December 31, 2020, an option under the Prior Plan, (ii) Shares tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to Options or SARs or, after December 31, 2020, options or stock appreciation rights under the Prior Plan, (iii) Shares subject to a SAR or, after December 31, 2020, a stock appreciation right under the Prior Plan that are not issued in connection with its stock settlement on exercise thereof, and
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(iv) Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options or, after December 31, 2020, options under the Prior Plan.
2.4.    Substitute Awards. Substitute Awards shall not reduce the Shares authorized for grant under the Plan, nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided in Section 2.2 above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Non-Employee Directors prior to such acquisition or combination.
2.5.    Source of Shares. Shares of Common Stock to be delivered under the Plan shall be made available from authorized and unissued Shares, authorized and issued Shares reacquired and held as treasury shares or otherwise or a combination thereof.
2.6.    Director Limit. The maximum number of Shares subject to Awards granted during a single fiscal year to any Non-Employee Director, taken together with any cash fees paid during the fiscal year to the Non-Employee Director in respect of such Director’s service as a member of the Board during such year (including service as a member or chair of any committees of the Board), shall not exceed $500,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes).
III.STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
3.1.    Stock Options. The Committee may, in its discretion, grant options to purchase Shares to such eligible participants as may be selected by the Committee. Each option, or portion thereof, that is not an Incentive Stock Option shall be a Nonqualified Stock Option. To the extent that the aggregate Fair Market Value (determined as of the date of grant) of Shares with respect to which options designated as Incentive Stock Options are exercisable for the first time by a participant during any calendar year (under the Plan or any other plan of the Company, or any parent or Subsidiary) exceeds the amount (currently $100,000) established by the Code, such options shall constitute Nonqualified Stock Options.
Options shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem advisable:
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(a)Number of Shares and Purchase Price. The number of Shares subject to an option and the purchase price per share purchasable upon exercise of the option shall be determined by the Committee; provided, however, that the purchase price per share purchasable upon exercise of an option shall not be less than 100% of the Fair Market Value of a Share on the date of grant of such option; provided further, that if an Incentive Stock Option shall be granted to any person who, at the time such option is granted, owns capital stock possessing more than 10 percent of the total combined voting power of all classes of capital stock of the Company (or of any parent or Subsidiary) (a “Ten Percent Holder”), the purchase price per share shall not be less than the price (currently 110% of Fair Market Value) required by the Code in order to constitute an Incentive Stock Option.
Notwithstanding the foregoing, in the case of an option that is a Substitute Award, the purchase price per share of the shares subject to such option may be less than 100% of the Fair Market Value per share on the date of grant, provided, that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate purchase price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Committee) of the shares of the predecessor company or other entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate purchase price of such shares.
(b)Option Period and Exercisability. The period during which an option may be exercised shall be determined by the Committee; provided, however, that no option shall be exercised later than ten (10) years after its date of grant; provided further, that if an Incentive Stock Option shall be granted to a Ten Percent Holder, such option shall not be exercised later than five years after its date of grant; provided, further, that with respect to a Nonqualified Stock Option, if the expiration date of such option occurs during any period when the participant is prohibited from trading in securities of the Company pursuant to the Company’s insider trading policy or other policy of the Company or during a period when the exercise of such option would violate applicable securities laws (each, a “Blackout Period”), then the period during which such option shall be exercisable shall be extended to the date that is 30 days after the expiration of such Blackout Period (to the extent permitted by Section 409A of the Code); provided, further that no extension will be made if the purchase price of such Option at the date the initial term would otherwise expire is above the Fair Market Value. The Committee may, in its sole discretion, establish Performance Measures which shall be satisfied or met as a condition to the grant of an option or to the exercisability of all or a portion of an option. The Committee shall determine whether an option shall become exercisable in cumulative or non-cumulative installments and in part or in full at any time. An exercisable option, or portion thereof, may be exercised only with respect to whole Shares.
(c)Method of Exercise. An option may be exercised (i) by giving written notice to the Company specifying the number of whole Shares to be purchased and accompanying such notice with payment therefor in full (or arrangement made for
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such payment to the Company’s satisfaction) either (A) in cash, (B) by delivery (either actual delivery or by attestation procedures established by the Company) of Shares having a Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price payable by reason of such exercise, (C) authorizing the Company to withhold whole Shares which would otherwise be delivered having an aggregate Fair Market Value, determined as of the date of exercise, equal to the amount necessary to satisfy such obligation, (D) in cash by a broker-dealer acceptable to the Company to whom the optionee has submitted an irrevocable notice of exercise or (E) a combination of (A), (B) and (C), in each case to the extent set forth in the Agreement relating to the option, (ii) if applicable, by surrendering to the Company any Tandem SARs which are cancelled by reason of the exercise of the option and (iii) by executing such documents as the Company may reasonably request. No Shares shall be issued and no certificate representing Shares shall be delivered until the full purchase price therefor and any withholding taxes thereon, as described in Section 7.4, have been paid (or arrangement made for such payment to the Company’s satisfaction).
3.2.    Stock Appreciation Rights. The Committee may, in its discretion, grant SARs to such eligible persons as may be selected by the Committee. The Agreement relating to an SAR shall specify whether the SAR is a Tandem SAR or a Free-Standing SAR.
SARs shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem advisable:
(a)Number of SARs and Base Price. The number of SARs subject to an Award shall be determined by the Committee. Any Tandem SAR related to an Incentive Stock Option shall be granted at the same time that such Incentive Stock Option is granted. The base price of a Tandem SAR shall be the purchase price per share of the related option. The base price of a Free-Standing SAR shall be determined by the Committee; provided, however, that such base price shall not be less than 100% of the Fair Market Value of a Share on the date of grant of such SAR (or, if earlier, the date of grant of the option for which the SAR is exchanged or substituted).
Notwithstanding the foregoing, in the case of an SAR that is a Substitute Award, the base price per share of the shares subject to such SAR may be less than 100% of the Fair Market Value per share on the date of grant, provided, that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate base price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Committee) of the shares of the predecessor company or other entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate base price of such shares.
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(b)Exercise Period and Exercisability. The period for the exercise of an SAR shall be determined by the Committee; provided, however, that no SAR shall be exercised later than ten (10) years after its date of grant; provided further, that no Tandem SAR shall be exercised later than the expiration, cancellation, forfeiture or other termination of the related option; provided, further, if the expiration date of an SAR occurs during any Blackout Period, then the period during which such SAR shall be exercisable shall be extended to the date that is 30 days after the expiration of such Blackout Period (to the extent permitted by Section 409A of the Code); provided, further that no extension will be made if the base price of such SAR at the date the initial term would otherwise expire is above the Fair Market Value. The Committee may, in its discretion, establish Performance Measures which shall be satisfied or met as a condition to the grant of an SAR or to the exercisability of all or a portion of an SAR. The Committee shall determine whether an SAR may be exercised in cumulative or non-cumulative installments and in part or in full at any time. An exercisable SAR, or portion thereof, may be exercised, in the case of a Tandem SAR, only with respect to whole Shares and, in the case of a Free-Standing SAR, only with respect to a whole number of SARs. If an SAR is exercised for shares of Restricted Stock, a certificate or certificates representing such Restricted Stock shall be issued in accordance with Section 4.3(c), or such shares shall be transferred to the holder in book entry form with restrictions on the shares duly noted, and the holder of such Restricted Stock shall have such rights of a shareholder of the Company as determined pursuant to Section 4.3(c). Prior to the exercise of a stock-settled SAR, the holder of such SAR shall have no rights as a shareholder of the Company with respect to the Shares subject to such SAR.
(c)Method of Exercise. A Tandem SAR may be exercised (i) by giving written notice to the Company specifying the number of whole SARs which are being exercised, (ii) by surrendering to the Company any options which are cancelled by reason of the exercise of the Tandem SAR and (iii) by executing such documents as the Company may reasonably request. A Free-Standing SAR may be exercised (A) by giving written notice to the Company specifying the whole number of SARs which are being exercised and (B) by executing such documents as the Company may reasonably request. No Shares shall be issued and no certificate representing Shares shall be delivered until any withholding taxes thereon, as described in Section 7.4, have been paid (or arrangement made for such payment to the Company’s satisfaction).
3.3.    Termination of Employment or Service. All of the terms relating to the exercise, cancellation or other disposition of an option or SAR upon a termination of employment with or service to the Company of the holder of such option or SAR, as the case may be, whether by reason of disability, Retirement, death or any other reason, shall be determined by the Committee and set forth in the applicable Award Agreement.
3.4.    No Repricing. The Committee may not without the approval of the shareholders of the Company, (i) reduce the purchase price or base price of any previously granted option or SAR, (ii) cancel any previously granted option or SAR in exchange for another option or SAR with a lower purchase price or base price or (iii) cancel any previously granted option or SAR in exchange for cash or another Award if the purchase price of such
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option or the base price of such SAR exceeds the Fair Market Value of a Share on the date of such cancellation[, in each case, other than in connection with a Change in Control or the adjustment provisions set forth in Section 7.6.
3.5.    Dividend Equivalents. Notwithstanding anything in an Award Agreement to the contrary, the holder of an option or SAR shall not be entitled to receive dividend equivalents with respect to the number of Shares subject to such option or SAR.

IV.STOCK AWARDS
4.1.    Stock Awards. The Committee may, in its discretion, grant Stock Awards to such eligible persons as may be selected by the Committee. The Agreement relating to a Stock Award shall specify whether the Stock Award is a Restricted Stock Award, Restricted Stock Unit Award or Unrestricted Stock Award.
4.2.    Terms of Unrestricted Stock Awards. The number of Shares subject to an Unrestricted Stock Award shall be determined by the Committee. Unrestricted Stock Awards shall not be subject to any Restriction Periods or Performance Measures. Upon the grant of an Unrestricted Stock Award, subject to the Company’s right to require payment of any taxes in accordance with Section 7.4, a certificate or certificates evidencing ownership of the requisite number of Shares shall be delivered to the holder of such Award or such shares shall be transferred to the holder in book entry form.
4.3.    Terms of Restricted Stock Awards. Restricted Stock Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem advisable.
(a)Number of Shares and Other Terms. The number of Shares subject to a Restricted Stock Award and the Restriction Period, Performance Period (if any) and Performance Measures (if any) applicable to a Restricted Stock Award shall be determined by the Committee.
(b)Vesting and Forfeiture. The Agreement relating to a Restricted Stock Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of the Plan, for the vesting of the Shares subject to such Award (i) if the holder of such Award remains continuously in the employment of the Company during the specified Restriction Period and (ii) if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the Shares subject to such Award (x) if the holder of such Award does not remain continuously in the employment of the Company during the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified Performance Period.
(c)Stock Issuance. During the Restriction Period, the shares of Restricted Stock shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing a Restricted Stock Award shall be registered in the holder’s name and may bear a legend, in
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addition to any legend which may be required pursuant to Section 7.5, indicating that the ownership of the Shares represented by such certificate is subject to the restrictions, terms and conditions of the Plan and the Agreement relating to the Restricted Stock Award. All such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the Shares subject to the Restricted Stock Award in the event such Award is forfeited in whole or in part. Upon termination of any applicable Restriction Period (and the satisfaction or attainment of applicable Performance Measures), subject to the Company’s right to require payment of any taxes in accordance with Section 7.4, the restrictions shall be removed from the requisite number of any Shares that are held in book entry form, and all certificates evidencing ownership of the requisite number of Shares shall be delivered to the holder of such Award.
(d)Rights with Respect to Restricted Stock Awards. Unless otherwise set forth in the Agreement relating to a Restricted Stock Award, and subject to the terms and conditions of a Restricted Stock Award, the holder of such Award shall have all rights as a shareholder of the Company, including, but not limited to, voting rights, the right to receive dividends subject to Section 1.5, and the right to participate in any capital adjustment applicable to all holders of Common Stock.
4.4.    Terms of Restricted Stock Unit Awards. Restricted Stock Unit Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem advisable.
(a)Number of Shares and Other Terms. The number of Shares subject to a Restricted Stock Unit Award and the Restriction Period, Performance Period (if any) and Performance Measures (if any) applicable to a Restricted Stock Unit Award shall be determined by the Committee.
(b)Vesting and Forfeiture. The Agreement relating to a Restricted Stock Unit Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of the Plan, for the vesting of such Restricted Stock Unit Award (i) if the holder of such Award remains continuously in the employment of the Company during the specified Restriction Period and (ii) if specified Performance Measures (if any) are satisfied or met in whole or in part during a specified Performance Period, and for the forfeiture of the Shares subject to such Award (x) if the holder of such Award does not remain continuously in the employment of the Company during the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met in whole or in part during a specified Performance Period.
(c)Settlement of Vested Restricted Stock Unit Awards. The Agreement relating to a Restricted Stock Unit Award shall specify (i) whether such Award may be settled in Shares or cash or a combination thereof and (ii) subject to Section 1.5 , whether the holder thereof shall be entitled to receive dividend equivalents, and,
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if determined by the Committee, interest on, or the deemed reinvestment of, any deferred dividend equivalents, with respect to the number of Shares subject to such Award. Prior to the settlement of a Restricted Stock Unit Award, the holder of such Award shall have no rights as a shareholder of the Company with respect to the Shares subject to such Award.
4.5.    Termination of Employment or Service. All of the terms relating to the satisfaction of Performance Measures and the termination of the Restriction Period or Performance Period relating to a Stock Award, or any forfeiture and cancellation of such Award upon a termination of employment with or service to the Company of the holder of such Award, whether by reason of disability, Retirement, death or any other reason, shall be determined by the Committee and set forth in the applicable Award Agreement.

V.    PERFORMANCE AWARDS
5.1.    Performance Awards. The Committee may, in its discretion, grant Performance Awards to such eligible persons as may be selected by the Committee.
5.2.    Terms of Performance Awards. Performance Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem advisable.
(a)Value of Performance Awards and Performance Measures. The method of determining the value of the Performance Award and the Performance Measures and Performance Period applicable to a Performance Award shall be determined by the Committee.
(b)Vesting and Forfeiture. The Agreement relating to a Performance Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of the Plan, for the vesting of such Performance Award if the specified Performance Measures are satisfied or met in whole or in part during the specified Performance Period and for the forfeiture of such Award if the specified Performance Measures are not satisfied or met in whole or in part during the specified Performance Period.
(c)Settlement of Vested Performance Awards. The Agreement relating to a Performance Award shall specify whether such Award may be settled in Shares (including shares of Restricted Stock) or cash or a combination thereof. If a Performance Award is settled in shares of Restricted Stock, such shares of Restricted Stock shall be issued to the holder in book entry form or a certificate or certificates representing such Restricted Stock shall be issued in accordance with Section 4.3(c) and the holder of such Restricted Stock shall have such rights as a shareholder of the Company as determined pursuant to Section 4.3(d). Prior to the settlement of a Performance Award in Shares, including Restricted Stock, the holder of such Award shall have no rights as a shareholder of the Company.
5.3.    Termination of Employment or Service. All of the terms relating to the satisfaction of Performance Measures and the termination of the Performance Period relating to a
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Performance Award, or any forfeiture and cancellation of such Award upon a termination of employment with or service to the Company of the holder of such Award, whether by reason of disability, Retirement, death or any other reason, shall be determined by the Committee and set forth in the applicable Award Agreement.
VI.OTHER CASH-BASED AWARDS
6.1.    Other Cash-Based Awards. The Committee may grant cash-based Awards to such eligible persons as may be selected by the Committee that provide the opportunity to earn or receive cash payments. Other Cash-Based Awards may be granted as an element of or a supplement to any other Award under the Plan or as a stand-alone Award. The terms and conditions relating to Other Cash-Based Awards shall be set forth in the applicable Award Agreement.
VII.GENERAL
7.1.    Effective Date and Term of Plan. This Plan shall be submitted to the shareholders of the Company for approval and, if approved, shall become effective as of the date of such shareholder approval. This Plan shall terminate on the tenth anniversary of the date on which the Company’s shareholders approve the Plan, unless earlier terminated by the Board; provided, however, that no Incentive Stock Options shall be granted after the tenth anniversary of the date on which the Plan was approved by the Board. Termination of the Plan shall not affect the terms or conditions of any Award granted prior to termination. Awards hereunder may be made at any time prior to the termination of the Plan.
7.2.    Amendments. The Board may amend the Plan as it shall deem advisable; provided, however, that no amendment to the Plan shall be effective without the approval of the Company’s shareholders if (i) shareholder approval is required by applicable law, rule or regulation, including any applicable rule of The Nasdaq Stock Market LLC, or (ii) such amendment seeks to modify Section 3.4 hereof; provided further, that no amendment may materially impair the rights of a holder of an outstanding Award without the consent of such holder.
7.3.    Non-Transferability. No Award shall be transferable other than by will, the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company or, to the extent expressly permitted in the Agreement relating to such Award, to the holder’s family members, a trust or entity established by the holder for estate planning purposes or a charitable organization designated by the holder, in each case, without consideration. Except to the extent permitted by the foregoing sentence or the Agreement relating to an Award, each Award may be exercised or settled during the holder’s lifetime only by the holder or the holder’s legal representative or similar person. Except as permitted by the second preceding sentence, no Award may be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any Award, such Award and all rights thereunder shall immediately become null and void.
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7.4.    Tax Withholding. The Company shall have the right to require, prior to the issuance or delivery of any Shares or the payment of any cash pursuant to an Award made hereunder, payment by the holder of such Award of any federal, state, local or other taxes which may be required to be withheld or paid in connection with such Award. An Agreement may provide that (i) the Company shall withhold whole Shares which would otherwise be delivered to a holder, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with an Award (the “Tax Date”), or withhold an amount of cash which would otherwise be payable to a holder, in the amount necessary to satisfy any such obligation or (ii) the holder may satisfy any such obligation by any of the following means: (A) a cash payment to the Company; (B) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously owned whole Shares having an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation; (C) authorizing the Company to withhold whole Shares which would otherwise be delivered having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to a holder, equal to the amount necessary to satisfy any such obligation; (D) in the case of the exercise of an option, a cash payment by a broker-dealer acceptable to the Company to whom the optionee has submitted an irrevocable notice of exercise or (E) any combination of (A), (B) and (C), in each case to the extent set forth in the Agreement relating to the Award.
7.5.    Restrictions on Shares. Each Award made hereunder shall be subject to the requirement that if at any time the Company determines that the listing, registration or qualification of the Shares subject to such Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of shares thereunder, such shares shall not be delivered unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company may require that certificates evidencing Shares delivered pursuant to any Award made hereunder bear a legend indicating that the sale, transfer or other disposition thereof by the holder is prohibited except in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder and may impose a similar restriction on book entry shares.
7.6.    Adjustment. In the event of any equity restructuring that causes the per share value of Shares to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary cash dividend, the number and class of securities available under the Plan, the terms of each outstanding option and SAR (including the number and class of securities subject to each outstanding option or SAR and the purchase price or base price per share), the terms of each outstanding Restricted Stock Award and Restricted Stock Unit Award (including the number and class of securities subject thereto) and the terms of each outstanding Performance Award (including the number and class of securities subject thereto), shall be appropriately adjusted by the Committee, such adjustments to be made in the case of outstanding options and SARs without an increase in the aggregate purchase price or base price and in accordance with Section 409A of the Code. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or
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partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights of participants. In either case, the decision of the Committee regarding any such adjustment shall be final, binding and conclusive.
7.7.    Change in Control
(a)Subject to the terms of the applicable Award Agreement, in the event of a Change in Control, the Board (as constituted prior to such Change in Control) may, in its discretion:
(i)provide that (A) some or all outstanding options and SARs shall become exercisable in full or in part, either immediately or upon a subsequent termination of employment, (B) the Restriction Period applicable to some or all outstanding Restricted Stock Awards and Restricted Stock Unit Awards shall lapse in full or in part, either immediately or upon a subsequent termination of employment, (C) the Performance Period applicable to some or all outstanding Awards shall lapse in full or in part, and (D) the Performance Measures applicable to some or all outstanding Awards shall be deemed to be satisfied at the target or any other level;
(ii)require that shares of stock of the corporation resulting from such Change in Control, or a parent corporation thereof, be substituted for some or all of the Shares subject to an outstanding Award, with an appropriate and equitable adjustment to such Award as shall be determined by the Board in accordance with Section 7.6; and/or
(iii)require outstanding Awards, in whole or in part, to be surrendered to the Company by the holder, and to be immediately cancelled by the Company, and to provide for the holder to receive (A) a cash payment in an amount equal to (1) in the case of an option or an SAR, the aggregate number of Shares then subject to the portion of such option or SAR surrendered multiplied by the excess, if any, of the Fair Market Value of a Share as of the date of the Change in Control, over the purchase price or base price per Share subject to such option or SAR, (2) in the case of a Stock Award or a Performance Award denominated in Shares, the aggregate number of Shares then subject to the portion of such Award surrendered to the extent the Performance Measures applicable to such Award have been satisfied or are deemed satisfied pursuant to Section 7.7(a)(i), multiplied by the Fair Market Value of a Share as of the date of the Change in Control, and (3) in the case of a Performance Award denominated in cash, the value of the Performance Award then subject to the portion of such Award surrendered to the extent the Performance Measures applicable to such Award have been satisfied or are deemed satisfied pursuant to Section 7.7(a)(i); (B) shares of capital stock of the corporation resulting from or succeeding to the business of the Company pursuant to such Change in Control, or a parent corporation thereof, having a fair market value not less than the amount determined under
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clause (A) above; or (C) a combination of the payment of cash pursuant to clause (A) above and the issuance of shares pursuant to clause (B) above.
(b)For purposes of the Plan, a “Change in Control” means, unless otherwise provided in an Award Agreement, the occurrence of any one of the following events:
(i)when any person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), other than an affiliate of the Company or a Subsidiary or an employee benefit plan established or maintained by the Company, a Subsidiary or any of their respective affiliates, is or becomes the beneficial owner (as defined in Rule 13d-3 of the Exchange Act) directly or indirectly, of securities of the Company representing more than twenty-five percent (25%) of the combined voting power of the Company’s then outstanding securities (a “Control Person”);
(ii) the consummation of (A) a transaction, other than a Non‑Control Transaction, pursuant to which the Company is merged with or into, or is consolidated with, or becomes the subsidiary of another corporation, (B) a sale or disposition of all or substantially all of the Company’s assets or (C) a plan of liquidation or dissolution of the Company; or
(iii)if during any period of two (2) consecutive years, individuals (the “Continuing Directors”) who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof or, following a Non‑Control Transaction, a majority of the board of directors of the Surviving Corporation; provided that any individual whose election or nomination for election as a member of the Board (or, following a Non‑Control Transaction, the board of directors of the Surviving Corporation) was approved by a vote of at least two‑thirds of the Continuing Directors then in office shall be considered a Continuing Director.
For purposes of this paragraph: (I) the Company will be deemed to have become a subsidiary of another corporation if any other corporation (which term shall include, in addition to a corporation, a limited liability company, partnership, trust, or other organization) owns, directly or indirectly, 50 percent or more of the total combined outstanding voting power of all classes of stock of the Company or any successor to the Company; (II) “Non‑Control Transaction” means a transaction in which the Company is merged with or into, or is consolidated with, or becomes the subsidiary of another corporation pursuant to a definitive agreement providing that at least a majority of the directors of the Surviving Corporation immediately after the transaction are persons who were directors of the Company on the day before the first public announcement relating to the transaction; (III) “Surviving Corporation” means (A) in a transaction in which the Company becomes the subsidiary of another corporation, the ultimate parent entity of the Company or the Company’s
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successor, and (B) in any other transaction pursuant to which the Company is merged with or into another corporation, the surviving or resulting corporation in the merger or consolidation.
7.8.    Deferrals. The Committee may determine that the delivery of Shares or the payment of cash, or a combination thereof, upon the exercise or settlement of all or a portion of any Award (other than Awards of Incentive Stock Options, Nonqualified Stock Options and SARs) made hereunder shall be deferred, or the Committee may, in its sole discretion, approve deferral elections made by holders of Awards. Deferrals shall be for such periods and upon such terms as the Committee may determine in its sole discretion, subject to the requirements of Section 409A of the Code.
7.9.    No Right of Participation, Employment or Service. Unless otherwise set forth in an employment agreement, no person shall have any right to participate in the Plan. Neither the Plan nor any Award made hereunder shall confer upon any person any right to continued employment by or service with the Company, any Subsidiary or any affiliate of the Company or affect in any manner the right of the Company, any Subsidiary or any affiliate of the Company to terminate the employment or service of any person at any time without liability hereunder.
7.10.    No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other Awards or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.
7.11.    Designation of Beneficiary. To the extent permitted by the Company, a holder of an Award may file with the Company a written designation of one or more persons as such holder’s beneficiary or beneficiaries (both primary and contingent) in the event of the holder’s death or incapacity. To the extent an outstanding option or SAR granted hereunder is exercisable, such beneficiary or beneficiaries shall be entitled to exercise such option or SAR pursuant to procedures prescribed by the Company. Each beneficiary designation shall become effective only when filed in writing with the Company during the holder’s lifetime on a form prescribed by the Company. The spouse of a married holder domiciled in a community property jurisdiction shall join in any designation of a beneficiary other than such spouse. The filing with the Company of a new beneficiary designation shall cancel all previously filed beneficiary designations. If a holder fails to designate a beneficiary, or if all designated beneficiaries of a holder predecease the holder, then each outstanding Award held by such holder, to the extent vested or exercisable, shall be payable to or may be exercised by such holder’s executor, administrator, legal representative or similar person.
7.12.    Governing Law. This Plan, each Award hereunder and the related Agreement, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of New Jersey and construed in accordance therewith without giving effect to principles of conflicts of laws.
7.13.    Foreign Employees. Without amending the Plan, the Committee may grant Awards to eligible persons who are foreign nationals and/or reside outside the U.S. on such terms
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and conditions different from those specified in the Plan as may in the judgment of the Committee be necessary or desirable to foster and promote achievement of the purposes of the Plan and, in furtherance of such purposes the Committee may make such modifications, amendments, procedures, subplans and the like as may be necessary or advisable to comply with provisions of laws in other countries or jurisdictions in which the Company or its Subsidiaries operates or has employees.
7.14.    Awards Subject to Clawback. The Awards granted under the Plan and any cash payment or Shares delivered pursuant to an Award are subject to forfeiture, recovery by the Company or other action pursuant to the applicable Award Agreement or any clawback or recoupment policy which the Company may adopt from time to time, including without limitation any such policy which the Company has adopted under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.


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EXHIBIT 10.2
Name of Employee:         No. of Shares: [# of RSUs]

VALLEY NATIONAL BANCORP
TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

VALLEY NATIONAL BANCORP, a New Jersey corporation (the “Company”), this ___________, 20__ (the “Award Date”), hereby grants, to _____________, an employee of the Company (the “Employee”), pursuant to the Company’s 2021 Incentive Compensation Plan (the “Plan”), [# of RSUs] restricted stock units. Each restricted stock unit (“Unit”) represents the unfunded right to receive one share of the Common Stock, no par value, of the Company (“Share”), subject to the restrictions set forth herein on the terms and conditions hereinafter set forth (the “Award”).
1.    Incorporation by Reference of Plan. The provisions of the Plan are incorporated by reference herein and shall govern as to all matters not expressly provided for in this Agreement. Capitalized terms not defined herein have the meanings set forth in the Plan. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall govern.
2.    Award of Restricted Stock Units. A record of the Units awarded hereunder (the “Units”) shall be maintained for the Employee with the administrator designated by the Compensation and Human Resources Committee of the Company’s Board of Directors (the “Committee”), subject to terms deemed appropriate by the Committee to reflect the restrictions applicable to such Award (the “Restrictions”), until all the Restrictions specifically set forth in this Agreement with respect to the Units shall expire or be canceled. Upon the lapse of all Restrictions relating to any Units, the Company shall deliver Shares underlying the vested Units. The Units shall have no voting rights. The Units shall be credited with Dividend Equivalents. A “Dividend Equivalent” is an amount equal to the cash dividend payable per Share, if any, multiplied by the number of Shares then underlying the Award with respect to any cash dividends declared or paid by the Company while the Award is outstanding. Dividend Equivalents credited with respect to Shares underlying the Units (i) shall not be paid to the Employee until the Restrictions with respect to the Units upon which such Dividend Equivalents were credited, expire or are canceled, (ii) shall be paid with respect to any Units which vest along with the Shares that are delivered, and (iii) shall immediately and automatically be cancelled with respect to Units which are forfeited or canceled. No interest will be accrued, credited or paid on Dividend Equivalents.
3.    Restrictions
(a) Vesting. The Units and all related Dividend Equivalents shall not be delivered to the Employee and may not be sold, assigned, transferred, pledged or otherwise encumbered by the Employee until such Units have vested in accordance with the following schedule:
102053054.2

Percentage of Units Which Vest Date on Which Such Shares Vest
33% ___________, 20____
66% ___________, 20____
100% ___________, 20____
(b)    Death. Upon death of the Employee while employed but before the vesting of all Units, all Restrictions upon any unvested Units shall lapse and such Units shall immediately vest and the Shares representing such vested Units shall be paid promptly to the Employee’s designated beneficiary, if one has been designated by the Employee or if not to the Employee’s executor, administrator, heirs or distributees, as the case may be. For the avoidance of doubt, this provision with regard to the vesting of unvested Units upon death while employed shall continue to apply after a Change in Control.
(c)    Retirement.
(i)    Upon the Retirement of the Employee one year or more after the date of this Agreement, all Restrictions upon the Units shall lapse and such Units shall immediately vest and the Shares representing such vested Units shall be paid promptly to the Employee.
(ii)    Upon the Retirement of the Employee less than one year after the date of this Agreement, all Restrictions upon a pro-rated number of Units shall lapse and such Units shall immediately vest and the Shares representing such vested Units shall be paid promptly to the Employee, with such pro-rated number determined by multiplying the outstanding Units by a fraction, the numerator of which is equal to the number of full months the Award has been outstanding and the denominator of which is twelve (12). Any Units which are not vested (and any related Dividend Equivalents) under this Section 3(c)(ii) shall be automatically and immediately forfeited upon Retirement.
(d)    Other Termination Events. Units not yet vested (and any related Dividend Equivalents) shall be automatically and immediately forfeited to the Company upon the Employee’s ceasing to be employed by the Company and its Subsidiaries for any reason whatsoever, other than death or Retirement of the Employee or except as otherwise determined by the Committee.
(e)    Change in Control.
(i)    Upon a Change in Control, all Restrictions upon the Units shall lapse and such Units shall immediately vest unless the surviving entity has made adequate provision (with the determination as to such adequacy to be made in the discretion of the Committee) in the acquisition agreement or other written agreement to assume and convert such Units to the surviving entity’s equity securities.


(ii)    Upon a Change of Control, Units that are assumed by the surviving entity shall remain outstanding until they vest or are forfeited in accordance with the terms set forth in this Section 3(e) and elsewhere in this Award Agreement.
(iii)    Units that continue to vest under Section 3(e)(ii) shall have their Restrictions lapse and shall immediately vest if a Qualifying Termination occurs within twenty-four (24) months after the effective date of a Change in Control. A “Qualifying Termination” shall mean (a) the termination of the Employee’s employment by the Company without “Cause” or (b) a resignation by the Employee for “Good Reason”, in the case of (a) and (b) as each such term is defined in any employment or change in control agreement between the Employee and the Company that existed immediately prior to the Change in Control (“CIC Agreement”), or, if the Employee was not a party to a CIC Agreement or an employment agreement, a termination without Cause or a resignation for Good Reason, as defined in any Change in Control Severance Plan in effect immediately prior to the Change in Control.
4.    Registration. If Shares are issued in a transaction exempt from registration under the Securities Act of 1933, as amended, then, if deemed necessary by Company’s counsel, as a condition to the Company issuing the Shares, the Employee shall represent in writing to the Company that the Employee is acquiring the Shares for investment purposes only and not with a view to distribution, and Restrictions shall be imposed on the Shares to the effect that such Shares may not be transferred without an applicable exemption under the Securities Act of 1933 or registration thereunder.
5.    Acknowledgement of Receipt of Plan and Prospectus. The Employee hereby acknowledges that the Employee has access to the Plan and the prospectus prepared by the Company with regard to the Plan (the “Prospectus”) and represents and warrants that the Employee has read and is familiar with the terms and conditions of the Plan and the Prospectus. The execution of this Agreement by the Employee constitutes the Employee’s acceptance of and agreement to all of the terms and conditions of the Plan and this Agreement.
6.    Notices. Except as specifically provided in the Plan or this Agreement, all notices and other communications required or permitted under the Plan and this Agreement shall be in writing and shall be given either by (i) personal delivery or regular mail, in each case against receipt, or (ii) first class registered or certified mail, return receipt requested. Any such communication shall be deemed to have been given (i) on the date of receipt in the cases referred to in clause (i) of the preceding sentence and (ii) on the second day after the date of mailing in the cases referred to in clause (ii) of the preceding sentence. All such communications to the Company shall be addressed to it, to the attention of its Secretary or Treasurer, at its then principal office and to the Employee at the Employee’s last address appearing on the records of the Company or, in each case, to such other person or address as may be designated by like notice hereunder.
7.    Tax Withholding. Shares of Common Stock delivered pursuant to this Award shall be subject to applicable tax withholdings. The Company shall withhold from the delivery of Common Stock pursuant hereto shares having a value equal to the minimum amount of federal,


state and other governmental tax withholding requirements (or, if permitted by the Company, and requested by the Employee, at a rate that is higher than the minimum statutory withholding rate) related thereto (subject to rounding to a number of whole shares, in such manner as the Company may determine).  Such shares shall be valued at their Fair Market Value as of the date on which the amount of tax to be withheld is determined. In lieu of such withholding, the Employee may elect, at or before such deadline as the Company may specify, and the Company require as a condition of delivery, that the Employee remit to the administrator an amount in cash sufficient to satisfy such tax withholding requirements.
8.    Clawback. For a period of six years after the Award Date, this Award shall be subject to the Valley National Bancorp Clawback Policy which is attached to and made part of this Award.
In addition, to the extent required by applicable law (including, without limitation, Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act) and/or the rules and regulations of any securities exchange or inter-dealer quotation service on which the Company’s Shares are listed or quoted, or if so required pursuant to a written policy adopted by the Company, this Award shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements.
9.    Miscellaneous.  This Agreement and the Plan contain a complete statement of all the arrangements between the parties with respect to the subject matter hereof, and this Agreement cannot be changed except by a writing executed by both parties. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to agreements made and to be performed exclusively in New Jersey. This Award and the payments set forth herein are intended to be compliant with, or exempt from, the requirements of Section 409A of the Internal Revenue Code and shall be interpreted and administered in accordance therewith, although no warranty as to such compliance is made.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

EMPLOYEE
By:
[Employee Name]

Awards of incentive compensation are also subject to the Valley National Bancorp Clawback Policy which is attached.



Valley National Bancorp Clawback Policy
The Compensation and Human Resources Committee of Valley National Bancorp (the “Company”) operates under the following Clawback Policy:
•Triggers to Recoup Unvested Awards: The Company may cancel any unvested stock awards granted to and cancel the payout of any unpaid cash bonus award to be paid to (recoup) any executive officer of the Company or its subsidiaries upon the following events:
1.A material restatement of the Company’s financial statements and the award was based upon materially inaccurate performance metrics, in which case the recoupment applies to the relevant period.
2.The Executive is terminated for cause involving material misconduct detrimental to the Company, in which case the recoupment applies to all periods on or after the material misconduct.
•Triggers to Recoup Vested Awards: The Company may recoup vested incentive awards of stock and cash made to any executive in the following events:
1.The executive engaged in intentional fraud against the Company or any of its subsidiaries, in which case the recoupment may apply to any awards from the date of the fraud.
2.Because of intentional misconduct detrimental to the Company, the Company suffers a material financial loss and governmental enforcement action against the Company or its subsidiaries.
•Procedures for Applying Policy: The Compensation and Human Resources Committee of the Company will be responsible for exercising the Company’s rights under this Policy. In exercising its authority under this policy, the Committee shall take into account uncertainties and mitigating circumstances. The Committee shall not be obligated in any case under this policy to exercise its discretion to obtain recoupment. Conversely, the Committee shall not be prevented from exercising its right to obtain recoupment due to uncertainties or mitigating circumstances.
•Amendments: The Committee may amend or supplement this policy at any time. However no such amendment or supplement which is materially adverse to the executive may apply retroactively.

EXHIBIT 10.3
Name of Employee: [     ]    No. of Shares: [Target # of RSUs]

VALLEY NATIONAL BANCORP
PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT

VALLEY NATIONAL BANCORP, a New Jersey corporation (the “Company”), this _________, 20__ (the “Award Date”), hereby grants, to ______________, an employee of the Company (the “Employee”), pursuant to the Company’s 2021 Incentive Compensation Plan (the “Plan”), [target # of RSUs] restricted stock units at target (“Target Award Amount”). Each restricted stock unit (“Unit”) represents the unfunded right to receive one share of the Common Stock, no par value, of the Company (“Share”), subject to the restrictions set forth herein on the terms and conditions hereinafter set forth (the “Award”).
1.Incorporation by Reference of Plan. The provisions of the Plan are incorporated by reference herein and shall govern as to all matters not expressly provided for in this Agreement. Capitalized terms not defined herein have the meanings set forth in the Plan. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall govern.
2.Award of Restricted Stock Units. A record of the Units awarded hereunder (the “Units”) shall be maintained for the Employee with the administrator designated by the Compensation and Human Resources Committee of the Company’s Board of Directors (the “Committee”), subject to terms deemed appropriate by the Committee to reflect the restrictions applicable to such Award (the “Restrictions”), until all the Restrictions specifically set forth in this Agreement with respect to the Units shall expire or be canceled. Upon the lapse of all Restrictions relating to any Units, the Company shall deliver Shares underlying the vested Units. The Units shall have no voting rights. The Units shall be credited with Dividend Equivalents. A “Dividend Equivalent” is an amount equal to the cash dividend payable per Share, if any, multiplied by the number of Shares then underlying the Award with respect to any cash dividends declared or paid by the Company while the Award is outstanding. Dividend Equivalents credited with respect to Shares underlying the Units (i) shall not be paid to the Employee until the Restrictions with respect to the Units upon which such Dividend Equivalents were credited, expire or are canceled, (ii) shall be paid with respect to any Units which vest along with the Shares that are delivered, and (iii) shall immediately and automatically be cancelled with respect to Units which are forfeited or canceled. No interest will be accrued, credited or paid on Dividend Equivalents.
3.Restrictions.
(a)Vesting. The Units and all related Dividend Equivalents shall not be delivered to the Employee and may not be sold, assigned, transferred, pledged or otherwise encumbered by the Employee until such Units have vested based on achievement of the performance goals set forth in Schedule A and subject to the terms of this Agreement. Any Units earned based on achievement of the specific performance goals shall vest on the later of (i) _________, 20__, or (ii) the date that the Committee certifies the payout level as a result of such performance achievement. The Shares representing such vested Units shall be delivered to the Employee no later than 90 days following the end of the Performance Period.


(b)Death. Upon death of the Employee while employed but before the end of the Performance Period, (i) all Restrictions upon the Target Award Amount shall lapse and such Units shall immediately vest and the Shares representing such vested Units shall be paid promptly to the Employee’s designated beneficiary if one has been designated by the Employee and if not to the Executive’s executor, administrator, heirs or distributees, as the case may be, and (ii) any Units greater than the Target Award Amount shall be automatically and immediately forfeited. In the event that Employee is continuously employed during the Performance Period but dies prior to the Committee’s certification of payout level, then the Employee’s designated beneficiary or executor, administrator, heirs or distributees, as the case may be, shall vest in the number of Units that the Employee would have earned if employed on the date of such certification and the Shares representing such vested Units shall be paid promptly to the Employee’s designated beneficiary or executor, administrator, heirs or distributees, as the case may be. For the avoidance of doubt, this provision with regard to the vesting of Units upon death while employed but before the end of the Performance Period shall continue to apply after a Change in Control.
(c)Retirement.
(i)Upon the Retirement of the Employee one year or more after the date of this Agreement, the Units shall remain outstanding until they vest or are forfeited in accordance with the terms set forth in Section 3(a) and Schedule A.
(ii)Upon the Retirement of the Employee less than one year after the date of this Agreement, a pro-rated number of Units shall remain outstanding until they vest or are forfeited in accordance with the terms set forth in Sections 3(a) and Schedule A, with such pro-rated number determined by multiplying the Target Award Amount by a fraction, the numerator of which is equal to the number of full months the Award has been outstanding and the denominator of which is twelve (12). Any Units which are not vested (and any related Dividend Equivalents) under this Section 3(c)(ii) shall be automatically and immediately forfeited.
(iii)Following Retirement, in the event that the Employee becomes a director, employee with or consultant for another insured depositary institution or other financial institution, any Units that have not yet vested shall be automatically and immediately forfeited.
(d)Other Termination Events. Units not yet vested (and any related Dividend Equivalents) shall be automatically and immediately forfeited upon the Employee’s ceasing to be employed by the Company and its Subsidiaries for any reason whatsoever, other than death or Retirement of the Employee or except as otherwise determined by the Committee. In the event that Employee is continuously employed during the relevant Performance Period but ceases to be employed (other than by reason of termination for Cause by the Company or voluntary resignation by the Employee) prior to the Committee’s certification of payout level as a result of performance achievement during that Performance Period, then the Employee shall vest in any earned Units based on performance during such Performance Period and the Shares representing such vested Units shall be paid to the Employee.


(e)Change in Control.
(i)Upon a Change in Control, all Restrictions upon the Target Award Amount (as adjusted pursuant to clause (iv) below) shall lapse and such Units shall immediately vest unless the surviving entity has made adequate provision (with the determination as to such adequacy to be made in the discretion of the Committee) in the acquisition agreement or other written agreement to assume and convert such Units to the surviving entity’s equity securities.
(ii)Upon a Change of Control, Units that are assumed by the surviving entity shall remain outstanding until they vest or are forfeited in accordance with the terms set forth in this Section 3(e) and elsewhere in this Award Agreement.
(iii)Units that continue to vest under Section 3(e)(ii) shall have their Restrictions lapse and shall immediately vest if within twenty-four (24) months after the effective date of a Change in Control, a Qualifying Termination shall occur or if the Employee dies. A “Qualifying Termination” shall mean (a) the termination of the Employee’s employment by the Company without “Cause” or (b) a resignation by the Employee for “Good Reason”, in the case of (a) and (b) as each such term is defined in any employment or change in control agreement between the Employee and the Company that existed immediately prior to the Change in Control (“CIC Agreement”), or, if the Employee was not a party to a CIC Agreement or an employment agreement, a termination without Cause or a resignation for Good Reason, as defined in any Change in Control Severance Plan in effect immediately prior to the Change in Control.
(iv)With respect to Units that continue to vest under Section 3(e)(ii), the following adjustments shall be made to Schedule A:
•In calculating TSR Performance for TSR Units that are outstanding for more than one (1) year at the effective time of the Change in Control: the Employee shall be deemed to have earned a number of TSR Units based on the Company’s TSR Performance with the Performance Period ending on the effective date of the Change in Control without pro-ration;
•In calculating TSR Performance for TSR Units that are outstanding for less than one (1) year at the effective time of the Change in Control: the Employee shall be deemed to have earned the Target TSR Amount without pro-ration; and
•In calculating GITBV performance for GITBV Units that are outstanding at the effective time of the Change in Control, the Employee shall be deemed to have earned either the number of GITBV Units (i) calculated based on the GITBV with the Performance Period ending on the effective date of the Change in Control (and as appropriate estimates may be used when actual results are not available on such date), or (ii) if the Committee fails to, or cannot make a determination of GITBV, then the Target


GITBV Amount as determined by the Committee prior to the effective date of the Change in Control, and in either case without pro-ration.
Shares representing any TSR Units or GITBV Units which are deemed earned in accordance with this Section 3(e)(iv) shall be paid to the Employee no later than 10 days after the end of the applicable Performance Period or the vesting date specified in Section 3(e)(iii), except in the event of the Employee’s death the Units which are deemed earned shall be paid no less than 30 days after the Employee’s death (in which case, earned Units shall be paid to the Employee’s designated beneficiary, or if none is designated to the Employee’s executor, administrator, heirs or distributees, as the case may be).
4.Registration. If Shares are issued in a transaction exempt from registration under the Securities Act of 1933, as amended, then, if deemed necessary by Company’s counsel, as a condition to the Company issuing the Shares, the Employee shall represent in writing to the Company that the Employee is acquiring the Shares for investment purposes only and not with a view to distribution, and Restrictions shall be imposed on the Shares to the effect that such Shares may not be transferred without an applicable exemption under the Securities Act of 1933 or registration thereunder.
5.Acknowledgement of Receipt of Plan and Prospectus. The Employee hereby acknowledges that the Employee has access to the Plan and the prospectus prepared by the Company with regard to the Plan (the “Prospectus”) and represents and warrants that the Employee has read and is familiar with the terms and conditions of the Plan and the Prospectus. The execution of this Agreement by the Employee constitutes the Employee’s acceptance of and agreement to all of the terms and conditions of the Plan and this Agreement.
6.Notices. Except as specifically provided in the Plan or this Agreement, all notices and other communications required or permitted under the Plan and this Agreement shall be in writing and shall be given either by (i) personal delivery or regular mail, in each case against receipt, or (ii) first class registered or certified mail, return receipt requested. Any such communication shall be deemed to have been given (i) on the date of receipt in the cases referred to in clause (i) of the preceding sentence and (ii) on the second day after the date of mailing in the cases referred to in clause (ii) of the preceding sentence. All such communications to the Company shall be addressed to it, to the attention of its Secretary or Treasurer, at its then principal office and to the Employee at the Employee’s last address appearing on the records of the Company or, in each case, to such other person or address as may be designated by like notice hereunder.
7.Tax Withholding. Shares of Common Stock delivered pursuant to this Award shall be subject to applicable tax withholdings. The Company shall withhold from the delivery of Common Stock pursuant hereto shares having a value equal to the minimum amount of federal, state and other governmental tax withholding requirements (or, if permitted by the Company, and requested by the Employee, at a rate that is higher than the minimum statutory withholding rate) related thereto (subject to rounding to a number of whole shares, in such manner as the Company may determine).  Such shares shall be valued at their Fair Market Value as of the date on which the amount of tax to be withheld is determined. In lieu of such withholding, the Employee may


elect, at or before such deadline as the Company may specify, and the Company require as a condition of delivery, that the Employee remit to the administrator an amount in cash sufficient to satisfy such tax withholding requirements.
8.Clawback. For a period of six years after the Award Date, this Award shall be subject to the Valley National Bancorp Clawback Policy which is attached to and made part of this Award.
In addition, to the extent required by applicable law (including, without limitation, Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act) and/or the rules and regulations of any securities exchange or inter-dealer quotation service on which the Company’s Shares are listed or quoted, or if so required pursuant to a written policy adopted by the Company, this Award shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements.
9.    Miscellaneous. This Agreement and the Plan contain a complete statement of all the arrangements between the parties with respect to the subject matter hereof, and this Agreement cannot be changed except by a writing executed by both parties. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to agreements made and to be performed exclusively in New Jersey. This Award and the payments set forth herein are intended to be compliant with, or exempt from, the requirements of Section 409A of the Internal Revenue Code and shall be interpreted and administered in accordance therewith, although no warranty as to such compliance is made.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
EMPLOYEE
By:
[Employee Name]

Awards of incentive compensation are also subject to the Valley National Bancorp Clawback Policy which is attached.



Schedule A

Vesting Conditions for Performance Restricted Stock Units

1.Definitions
a.“GITBV” means the Company’s annual growth in Tangible Book Value per share plus dividends on common stock excluding other comprehensive income, and shall be adjusted to exclude, in a manner consistent with prior practice, consistently applied, the impact of: (i) fees and expenses relating to acquisitions and dispositions, (ii) the positive or negative impact of any merger or acquisition activity (including the impact of the increase in outstanding shares), (iii) costs or penalties associated with the voluntary prepayment of indebtedness during the Performance Period and related savings in debt service from any such prepayment of indebtedness in the performance year(s) following the year of such prepayment, (iv) the cumulative effect of accounting and tax law changes, (v) any items otherwise affecting tangible book value that are required to be reflected on the Company’s Income Statement (in accordance with Accounting Standards Update 2015-01) as unusual in nature or not reasonably expected to recur in the foreseeable future (formerly, Extraordinary Items), and (vi) other items, both positive and negative, which the Committee determines are not indicative of ongoing operational results.
b.“Peer Group” means the companies in the KBW Regional Bank Index as of the first day of the Performance Period. If a Peer Group company is acquired by or merged with another Peer Group company, the performance of the surviving company is tracked for the remainder of the relevant Performance Period. If a Peer Group company is acquired by a non-Peer Group company, the acquired company is disregarded. For the avoidance of doubt, a Peer Group company which becomes bankrupt or insolvent during the Performance Period shall be deemed to have a TSR Performance of negative 100%.
c.“Performance Period” means the period commencing January 1, 20__ and ending December 31, 20__.
d.“Stock Price” means the average closing price of a share of common stock of the Company, as reported on the principal national stock exchange on which such common stock is traded, over the 30 consecutive calendar days immediately preceding the first day of the Performance Period and the 90 consecutive calendar days ending on (and including) the last day of the Performance Period.
e.“TSR Performance” means the Company’s total shareholder return for the Performance Period as measured by dividing (A) the sum of (i) the cumulative amount of dividends per share for the Performance Period, assuming dividend reinvestment as of each applicable ex-dividend date, and (ii) the increase or decrease in Stock Price from the first business day of the Performance Period to


the last business day of the Performance Period, by (B) the Stock Price determined as of the first business day of the Performance Period.
2.Growth in Tangible Book Value. [target # of RSUs] GITBV Units (representing 60% of the Target Award Amount, the “Target GITBV Amount”) will be subject to vesting based on performance achievement against the following metrics measured on a cumulative basis over the Performance Period (using a three-year average):
•50% of the Target GITBV Amount will vest if [ ]% GITBV is achieved (threshold);
•100% of the Target GITBV Amount will vest if [ ]% GITBV is achieved (target);
•200% of the Target GITBV Amount will vest if [ ]% of GITBV is achieved (maximum).
The number of earned GITBV Units shall be interpolated on a straight-line basis based on achievement of GITBV levels between the performance metrics specified above. No GITBV Units shall be earned if GITBV is less than [ ]%, and the maximum GITBV Units that may be earned shall be capped at 200% of the Target GITBV Amount even if GITBV in excess of [ ]% is achieved.
The number of GITBV Units earned based on cumulative three-year GITBV performance as described above shall vest and shares representing such earned GITBV Units shall be delivered to the Employee three years from the date of this award upon the Committee’s certification of performance achievement following the end of the Performance Period.
3.Total Shareholder Return. [target # of RSUs] TSR Units (representing 40% of the Target Award Amount, the “Target TSR Amount”) will be subject to vesting based on achievement of TSR Performance measured on a cumulative basis over the Performance Period as follows:
•50% of the Target TSR Amount will vest if TSR Performance is consistent with the 25th percentile of the Peer Group (threshold);
•100% of the Target TSR Amount will vest if TSR Performance is consistent with the 50th percentile of the Peer Group (target);
•200% of the Target TSR Amount will vest if TSR Performance is consistent with the 87.5th percentile of the Peer Group (maximum).
The number of earned TSR Units shall be interpolated on a straight-line basis based on achievement of TSR Performance levels between the performance metrics specified above. No TSR Units shall be earned if TSR Performance is below the 25th percentile of the Peer Group, and the maximum TSR Units that may be earned shall be capped at 200% of the Target TSR Amount even if TSR Performance exceeds the 87.5th percentile of the Peer Group, provided, however, that if TSR Performance exceeds the 87.5th percentile but is negative, the maximum TSR Units that may be earned shall be capped at 100% of the Target TSR Amount.


The number of TSR Units earned based on cumulative three-year TSR Performance as described above shall vest and shares representing such earned TSR Units shall be delivered to the Employee three years from the date of this grant upon the Committee’s certification of performance achievement following the end of the Performance Period.

Valley National Bancorp Clawback Policy
The Compensation and Human Resources Committee of Valley National Bancorp (the “Company”) operates under the following Clawback Policy:
•Triggers to Recoup Unvested Awards: The Company may cancel any unvested stock awards granted to and cancel the payout of any unpaid cash bonus award to be paid to (recoup) any executive officer of the Company or its subsidiaries upon the following events:
1.A material restatement of the Company’s financial statements and the award was based upon materially inaccurate performance metrics, in which case the recoupment applies to the relevant period.
2.The Executive is terminated for cause involving material misconduct detrimental to the Company, in which case the recoupment applies to all periods on or after the material misconduct.
•Triggers to Recoup Vested Awards: The Company may recoup vested incentive awards of stock and cash made to any executive in the following events:
1.The executive engaged in intentional fraud against the Company or any of its subsidiaries, in which case the recoupment may apply to any awards from the date of the fraud.
2.Because of intentional misconduct detrimental to the Company, the Company suffers a material financial loss and governmental enforcement action against the Company or its subsidiaries.
•Procedures for Applying Policy: The Compensation and Human Resources Committee of the Company will be responsible for exercising the Company’s rights under this Policy. In exercising its authority under this policy, the Committee shall take into account uncertainties and mitigating circumstances. The Committee shall not be obligated in any case under this policy to exercise its discretion to obtain recoupment. Conversely, the Committee shall not be prevented from exercising its right to obtain recoupment due to uncertainties or mitigating circumstances.


•Amendments: The Committee may amend or supplement this policy at any time. However no such amendment or supplement which is materially adverse to the executive may apply retroactively.

EXHIBIT 10.4
Name of Director:
No. of Units: [●]

VALLEY NATIONAL BANCORP
DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT

VALLEY NATIONAL BANCORP, a New Jersey corporation (the “Company”), this ______________, 20__ (the “Award Date”), hereby grants to ______________, a non-employee Director of the Company (the “Director”), pursuant to the Company’s 2021 Incentive Compensation Plan (the “Plan”), [●] restricted stock units. Each restricted stock unit (“Unit”) represents the unfunded right to receive one share of the Common Stock, no par value, of the Company (“Share”), subject to the restrictions set forth herein on the terms and conditions hereinafter set forth (the “Award”).
1.    Incorporation by Reference of Plan. The provisions of the Plan are incorporated by reference herein and shall govern as to all matters not expressly provided for in this Agreement. Capitalized terms not defined herein have the meanings set forth in the Plan. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall govern.
2.    Award of Restricted Stock Units. A record of the Units awarded hereunder shall be maintained for the Director with the administrator designated by the Compensation and Human Resources Committee of the Company’s Board of Directors (the “Committee”), subject to terms deemed appropriate by the Committee to reflect the restrictions applicable to such Award (the “Restrictions”), until all the Restrictions specifically set forth in this Agreement. Upon the lapse of all Restrictions relating to any Units, the Company shall deliver Shares underlying the vested Units. The Units shall have no voting rights. The Units shall be credited with Dividend Equivalents. A “Dividend Equivalent” is an amount equal to the cash dividend payable per Share, if any, multiplied by the number of Shares then underlying the Award with respect to any cash dividends declared or paid by the Company while the Award is outstanding. Dividend Equivalents credited with respect to Shares underlying the Units (i) shall not be paid to the Director until the Restrictions with respect to the Units upon which such Dividend Equivalents were credited, expire or are canceled, (ii) shall be paid with respect to any Units which vest along with the Shares that are delivered, and (iii) shall immediately and automatically be cancelled with respect to Units which are forfeited or canceled. No interest will be accrued, credited or paid on Dividend Equivalents.
3.    Restrictions
(a) Vesting. The Units and all related Dividend Equivalents shall not be delivered to the Director and may not be sold, assigned, transferred, pledged or otherwise encumbered by the Director until such Units have vested subject to the terms of this Agreement. The Units shall vest upon the earlier of (i) the date of the next Annual Meeting of Shareholders following the Award Date or (ii) one year after the Award Date (the “Vesting Date”), subject to the Director’s


continuous service on the Board from the Award Date through the Vesting Date except as provided otherwise below:
(i) Death; Disability or Retirement. Upon the death, disability or Retirement of the Director while the Director is a member of the board of directors of the Company, all Restrictions upon the Units shall lapse and such Units shall immediately vest and the Shares representing such vested Units (as well as any associated Dividend Equivalents) shall be paid within thirty (30) days to the Director or to the Director’s designated beneficiary, or if none has been named, the executor, administrator, heirs or distributees, as the case may be. For this purpose only, “disability” shall mean that the Director is unable to continue to serve as a director due to physical or mental disability.
(ii) Change in Control. Upon the event of a Change in Control of the Company, all Restrictions upon the Award shall lapse and such Units shall immediately vest and the Shares representing such vested Units (as well as any associated Dividend Equivalents) shall be paid to the Director upon consummation of the Change in Control.
(b) Forfeiture Events. For the avoidance of doubt, Units not yet vested (and any related Dividend Equivalents) shall be automatically and immediately forfeited to the Company upon the cessation of service as a Director for any reason whatsoever, other than cessation of service due to death, disability (as such term is defined in Section 3(a)(i) above) or Retirement of the Director or a Change in Control. The Board retains the right to vest Units in its sole discretion.
4.    Registration. If Shares are issued in a transaction exempt from registration under the Securities Act of 1933, as amended, then, if deemed necessary by Company’s counsel, as a condition to the Company issuing certificates representing the Shares, the Director shall represent in writing to the Company that the Director is acquiring the Shares for investment purposes only and not with a view to distribution, and the certificates representing the Shares shall bear the following legend:
“These shares have not been registered under the Securities Act of 1933. No transfer of the shares may be affected without an opinion of counsel to the Company stating that the transfer is exempt from registration under the Act and any applicable state securities laws or that the transfer of the shares is covered by an effective registration statement with respect to the shares.”
5.    Acknowledgement of Receipt of Plan and Prospectus. The Director hereby acknowledges that the Director has access to the Plan and the prospectus prepared by the Company with regard to the Plan (the “Prospectus”) and represents and warrants that the Director has read and is familiar with the terms and conditions of the Plan and the Prospectus. The execution of this Agreement by the Director constitutes the Director’s acceptance of and agreement to all of the terms and conditions of the Plan and this Agreement.
6.    Notices. Except as specifically provided in the Plan or this Agreement, all notices and other communications required or permitted under the Plan and this Agreement shall be in writing and shall be given either by email to the email addresses for the director or the Company as the case may be, by personal delivery or by regular mail. All such communications to the Company shall be addressed to it, to the attention of its Chief Executive Officer and to the Director at the Director’s last address appearing on the records of the Company or, in each case, to such other person or address as may be designated by like notice hereunder.


7.    Miscellaneous. This Agreement and the Plan contain a complete statement of all the arrangements between the parties with respect to the subject matter hereof, and this Agreement cannot be changed except by a writing executed by both parties. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to agreements made and to be performed exclusively in New Jersey. This Award and the payments set forth herein are intended to be compliant with, or exempt from, the requirements of Section 409A of the Internal Revenue Code and shall be interpreted and administered in accordance therewith, although no warranty as to such compliance is made.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

VALLEY NATIONAL BANCORP DIRECTOR
/s/ Ira Robbins
By: Ira Robbins (Director signature)
Chairman of the Board, President Director name:
and Chief Executive Officer



EXHIBIT 31.1


CERTIFICATION
I, Ira Robbins, certify that:
1.    I have reviewed this Quarterly Report on Form 10-Q of Valley National Bancorp;
 
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)    Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 Date: May 7, 2021
 
/s/ Ira Robbins
Ira Robbins
Chairman of the Board, President and
Chief Executive Officer


EXHIBIT 31.2


I, Michael D. Hagedorn, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Valley National Bancorp;
2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)    Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


 Date: May 7, 2021
/s/ Michael D. Hagedorn
Michael D. Hagedorn
Senior Executive Vice President and
Chief Financial Officer


EXHIBIT 32


CERTIFICATION OF CEO AND CFO PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Valley National Bancorp (the “Company”) for the period ended March 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Ira Robbins, as Chief Executive Officer of the Company, and Michael D. Hagedorn, as Chief Financial Officer of the Company, each hereby certify, pursuant to 18 U.S.C. (section) 1350, as adopted pursuant to (section) 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/ Ira Robbins
Ira Robbins
Chairman of the Board, President and
Chief Executive Officer
May 7, 2021
/s/ Michael D. Hagedorn
Michael D. Hagedorn
Senior Executive Vice President and
Chief Financial Officer
May 7, 2021