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8-K

VALLEY NATIONAL BANCORP (VLY)

8-K 2020-01-30 For: 2020-01-30
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Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) January 30, 2020

Valley National Bancorp

(Exact Name of Registrant as Specified in Charter)

New Jersey 1-11277 22-2477875
(State or Other Jurisdiction<br><br>of Incorporation) (Commission File Number) (I.R.S. Employer<br><br>Identification Number) One Penn Plaza, New York, New York 10119
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(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code (973) 305-8800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition.

On January 30, 2020 Valley National Bancorp (“Valley”) issued a press release reporting 2019 fourth quarter results of operations.

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

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

Valley’s 2019 fourth quarter press release contains certain supplemental financial information, described in the Notes to Selected Financial Data included in Exhibit 99, which has been determined by methods other than U.S. Generally Accepted Accounting Principles (“GAAP”). Management internally reviews each of these non-GAAP financial measures to evaluate performance on a comparative period to period basis. Management believes these non-GAAP financial measures provide information useful to investors in understanding Valley’s financial results, the impact of such non-GAAP financial measures on Valley’s operating results and financial condition.

Item 7.01 Regulation FD Disclosure.

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

Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
(d) Exhibits.
99.1 Press Release dated January 30, 2020.
The Press Release disclosed in this Item 9.01 as Exhibit 99 shall be considered “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as amended.
99.2 Valley National Bancorp Presentation materials used in connection with fourth quarter 2019 conference call.
The Presentation materials  disclosed in this Item 9.01 as Exhibit 99.2 shall be considered “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as amended.

SIGNATURE

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

Dated: January 30, 2020 VALLEY NATIONAL BANCORP
By: /s/ Michael D. Hagedorn
Michael D. Hagedorn
Senior Executive Vice President and
Chief Financial Officer<br><br>(Principal Financial Officer) 
		Exhibit

Exhibit 99.1

News Release
FOR IMMEDIATE RELEASE Contact: Michael D. Hagedorn
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Senior Executive Vice President and
Chief Financial Officer
973-872-4885

VALLEY NATIONAL BANCORP REPORTS A HIGHER NET INTEREST MARGIN DRIVING ITS FOURTH QUARTER NET INCOME AND THE PREPAYMENT OF HIGH COST BORROWINGS

New York, NY – January 30, 2020 -- Valley National Bancorp (NASDAQ:VLY), the holding company for Valley National Bank, today reported net income for the fourth quarter 2019 of $38.1 million, or $0.10 per diluted common share, as compared to the fourth quarter 2018 earnings of $77.1 million, or $0.22 per diluted common share, and net income of $81.9 million, or $0.24 per diluted common share, for the third quarter 2019. During the fourth quarter 2019, Valley incurred non-core after tax charges of $52.5 million mostly due to prepayment penalties on FHLB borrowings, merger expenses and additional income tax expense related to reserves for uncertain tax positions. Excluding all non-core charges, our adjusted net income was $90.7 million, or $0.24 per diluted common share, for the fourth quarter 2019, $72.7 million, or $0.21 per diluted common share, for the fourth quarter 2018, and $83.1 million, or $0.24 per diluted common share, for the third quarter 2019. See further details below, including a reconciliation of our adjusted net income (a non-GAAP measure) in the "Consolidated Financial Highlights" tables.

Key financial highlights for the fourth quarter:

• Acquisition of Oritani Financial Corp.: Effective December 1, 2019, Valley completed its acquisition of Oritani Financial Corp. ("Oritani") and its wholly-owned subsidiary, Oritani Bank. Oritani had approximately $4.3 billion in assets, $3.4 billion in net loans, $2.9 billion in deposits, after purchase accounting adjustments, and a branch network of 26 locations. The acquisition represents a significant addition to Valley's New Jersey franchise, and will meaningfully enhance its presence in the Bergen County market. The common shareholders of Oritani received 1.60 shares of Valley common stock for each Oritani share that they owned. The total consideration for the acquisition was approximately $835 million, and the transaction resulted in $289 million of goodwill and $21 million of core deposit intangible assets subject to amortization.
• Net Interest Income: Net interest income on a tax equivalent basis of $239.6 million for the fourth quarter 2019 increased $17.9 million as compared to the third quarter 2019 largely due to strong organic loan growth over the last six month period, acquired loans, and interest-bearing liabilities repricing at lower market rates during the fourth quarter 2019.
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• Net Interest Margin: Our net interest margin on a tax equivalent basis increased 5 basis points to 2.96 percent in the fourth quarter 2019 as compared to 2.91 percent for the third quarter 2019. See the "Net Interest Income and Margin" section below for more details.
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• Loan Portfolio: Loans increased $3.1 billion to approximately $29.7 billion at December 31, 2019 from September 30, 2019 largely due to $3.4 billion in acquired loans from Oritani, partially
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Valley National Bancorp (NASDAQ: VLY)

Fourth Quarter 2019 Earnings

January 30, 2020

offset by sales from the commercial real estate loan portfolio totaling approximately $800 million during the fourth quarter 2019. Excluding the acquired Oritani loans and loan portfolio sale activity, our organic loan growth was approximately 10 percent on an annualized basis for the fourth quarter 2019. See additional information under the "Loans, Deposits and Other Borrowings" section below.

• Loss on Extinguishment of Debt: In December 2019, we prepaid $635.0 million of long-term FHLB advances with a combined weighted average interest rate of 3.93 percent. The prepaid borrowings had original contractual maturity dates ranging from November 2021 to June 2022. The debt prepayment was funded by cash proceeds from the sale of commercial real estate loans and overnight borrowings. The transaction was accounted for as an early debt extinguishment resulting in a loss, reported within non-interest expense, of $32.0 million for the fourth quarter 2019.
• Credit Quality: Net loan charge-offs totaled $5.6 million for the fourth quarter 2019, as compared to $2.0 million for the third quarter 2019 and $1.0 million for the fourth quarter 2018. Non-accrual loans represented 0.31 percent of total loans at December 31, 2019.
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• Provision for Credit Losses: The provision for credit losses decreased $3.3 million to $5.4 million for the fourth quarter 2019 as compared to third quarter 2019 due, in part, to improvements in credit quality and lower net non-PCI loan activity during the fourth quarter.
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• Non-Interest Income: Non-interest income decreased $3.1 million to $38.1 million for the three months ended December 31, 2019 from $41.2 million for the third quarter 2019 mainly due to a $3.9 million decrease in swap fee income from commercial loan customer transactions.
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• Non-Interest Expense: Non-interest expense increased $50.3 million to $196.1 million for the fourth quarter 2019 as compared to the third quarter 2019 largely due to the $32.0 million loss on extinguishment of debt, $15.1 million of merger expenses (primarily consisting of change in control and severance expense) and incremental additions to operating expenses related to new infrastructure and the Oritani acquisition.
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• Efficiency Ratio: Our efficiency ratio was 70.90 percent for the fourth quarter 2019 as compared to 55.73 percent and 59.87 percent for the third quarter 2019 and fourth quarter 2018, respectively. Our adjusted efficiency ratio was 52.43 percent for the fourth quarter 2019 as compared to 53.48 percent and 56.68 percent for the third quarter 2019 and fourth quarter 2018, respectively. See the "Consolidated Financial Highlights" tables below for additional information regarding our non-GAAP measure.
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• Income Tax Expense: The effective tax rate was 49.2 percent for the fourth quarter 2019 as compared to 23.6 percent for the third quarter 2019. Based upon new information, Valley's income tax expense for the fourth quarter 2019 reflected an $18.7 million increase in its reserve for uncertain tax liability positions at December 31, 2019 related to renewable energy tax credits and other tax benefits previously recognized from the investments in the DC Solar funds plus interest. As a result, Valley believes it is fully reserved for the tax positions related to DC Solar at December 31, 2019. For the full year 2020, we currently estimate that our effective tax rate will range from 24 percent to 26 percent.
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Valley National Bancorp (NASDAQ: VLY)

Fourth Quarter 2019 Earnings

January 30, 2020

• Performance Ratios: Annualized return on average assets (ROA), shareholders’ equity (ROE) and tangible ROE were 0.43 percent, 4.01 percent, and 5.98 percent for the fourth quarter 2019, respectively. Annualized ROA, ROE and tangible ROE, adjusted for non-core charges, was 1.03 percent, 9.53 percent, and 14.23 percent for the fourth quarter 2019, respectively. See the "Consolidated Financial Highlights" tables below for additional information regarding our non-GAAP measures.

Ira Robbins, CEO and President commented, "Our fourth quarter 2019 earnings, adjusted for non-core charges, reflected the strength of Valley's balance sheet and our continuous focus on operating efficiency. Our margin expanded five basis points as compared to the third quarter 2019 largely due to our ability to manage our funding costs, while executing on strong organic lending efforts in our primary markets. During 2019, Valley and its employees made significant progress toward our long-term operating goals, however, there is more work to be done. As I look forward to 2020, I am excited to see our strategic vision for Valley unfold, including our relentless commitment to providing the best experience and products to the customers and communities we serve."

Mr. Robbins added, "In December, we completed our in-market acquisition of Oritani and welcomed their customers and knowledgeable staff to Valley. Prior to and after the merger, our dedicated employees have been hard at work to ensure the acquisition is a success. Due to these efforts, we expect the full systems integration of the Oritani operations to be completed in the latter part of the first quarter 2020."

Net Interest Income and Margin

Net interest income on a tax equivalent basis totaling $239.6 million for the fourth quarter 2019 increased $16.2 million and $17.9 million as compared to the fourth quarter 2018 and third quarter 2019, respectively. The increase compared to the third quarter 2019 was largely due to higher average loan balances and lower costs of interest-bearing liabilities, partly offset by low loan yields. Interest income on a tax equivalent basis increased $14.5 million to $344.8 million for the fourth quarter 2019 as compared to the third quarter 2019 mainly due to a $1.8 billion increase in average loans, partly offset by 6 basis point decrease in the yield on average loans. Interest expense of $105.2 million for the three months ended December 31, 2019 decreased $3.4 million from the third quarter 2019 largely due to lower interest rates on many of our interest-bearing deposit products and other borrowings, partly offset by additional interest expense from a $1.4 billion increase in average interest-bearing liabilities. The increase in average interest-bearing liabilities was largely driven by both brokered and retail time deposit gathering initiatives, as well as the Oritani acquisition.

The net interest margin on a tax equivalent basis of 2.96 percent for the fourth quarter 2019 decreased 14 basis points as compared to 3.10 percent for the fourth quarter 2018, and increased 5 basis points from 2.91 percent for the third quarter 2019. The yield on average interest earning assets decreased by 6 basis points on a linked quarter basis due to the lower yields on average loans and investment securities. The yield on average loans decreased to 4.51 percent for the fourth quarter 2019 from 4.57 percent for the third quarter 2019 mostly due to the high volume of new loan originations at current market rates and repayment of higher yielding loans. The decreased yield on average investment securities was partly caused by an increase in premium amortization on residential mortgage-backed securities, due to higher prepayments on such financial instruments. The overall cost of average interest-bearing liabilities decreased by 16 basis points to 1.74 percent for the fourth quarter 2019 as compared to the linked third quarter 2019 due to lower interest rates on certain deposits and borrowings repricing during the second

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Valley National Bancorp (NASDAQ: VLY)

Fourth Quarter 2019 Earnings

January 30, 2020

half of 2019. Our prepayment of $635 million in higher cost long-term borrowings during December 2019 is expected to positively impact our average cost of funds for its first full period of extinguishment during the first quarter 2020. Our cost of total average deposits was 1.20 percent for the fourth quarter 2019 as compared to 1.27 percent for the three months ended September 30, 2019.

Loans, Deposits and Other Borrowings

Loans. Loans increased $3.1 billion to approximately $29.7 billion at December 31, 2019 from September 30, 2019. The increase was mainly due to $3.4 billion of loans acquired from Oritani on December 1, 2019. Our loan portfolio continued strong quarter over quarter organic growth mainly in total commercial real estate and commercial and industrial loans. The organic growth of commercial real estate loans during the fourth quarter was more than offset by our decision to sell approximately $800 million of performing loans with lower yields from the held for investment portfolio. During the fourth quarter 2019, Valley also originated $199.0 million of residential mortgage loans for sale rather than held for investment. Loans held for sale totaled $76.1 million and $41.6 million at December 31, 2019 and September 30, 2019, respectively.

Deposits. Total deposits increased $3.6 billion, or 14.2 percent, to approximately $29.2 billion at December 31, 2019 from September 30, 2019 mostly due to $2.9 billion of assumed deposits from Oritani, as well as an increase in time deposits from both brokered and retail deposit gathering efforts. During fourth quarter 2019, Valley continued to increase its use of brokered CDs partly due to their relatively favorable pricing as compared to other available funding sources with similar terms, including FHLB advances. Total brokered deposits (consisting of both time and money market deposit accounts) were $4.1 billion at December 31, 2019 as compared to $3.7 billion at September 30, 2019. Non-interest bearing deposits; savings, NOW, money market deposits; and time deposits represented approximately 23 percent, 44 percent and 33 percent of total deposits as of December 31, 2019, respectively.

Other Borrowings. Short-term borrowings decreased $732.1 million, or 40.1 percent, to approximately $1.1 billion at December 31, 2019 from September 30, 2019 mostly due to lower levels of short-term FHLB borrowings and federal funds purchased caused by the success of our current deposit gathering initiatives. Long-term borrowings also decreased $128.2 million, or 5.7 percent, to $2.1 billion at December 31, 2019 from September 30, 2019 largely due to the prepayment of $635.0 million of FHLB borrowings during December 2019, partially offset by long-term borrowings assumed in the Oritani acquisition.

Credit Quality

Non-Performing Assets. Our past due loans and non-accrual loans discussed further below exclude PCI loans. Under U.S. GAAP, the PCI loans (acquired at a discount that is due, in part, to credit quality) are accounted for on a pool basis and are not subject to delinquency classification in the same manner as loans originated by Valley. At December 31, 2019, our PCI loan portfolio totaled $6.6 billion, or 22.3 percent of our total loan portfolio and included all the loans acquired from Oritani during the fourth quarter 2019.

Total non-performing assets (NPAs), consisting of non-accrual loans, other real estate owned (OREO) and other repossessed assets totaled $104.4 million at December 31, 2019 compared to $110.7 million at September 30, 2019. The decrease in NPAs from September 30, 2019 was mostly due to a $6.7 million decrease in commercial and industrial non-accrual loans partially caused by charged off loans during the

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Valley National Bancorp (NASDAQ: VLY)

Fourth Quarter 2019 Earnings

January 30, 2020

fourth quarter 2019. Non-accrual loans represented 0.31 percent of total loans at December 31, 2019 as compared to 0.38 percent of total loans at September 30, 2019.

Total accruing past due loans (i.e., loans past due 30 days or more and still accruing interest) decreased $20.3 million to $68.2 million, or 0.23 percent of total loans, at December 31, 2019 as compared to $88.5 million, or 0.33 percent of total loans, at September 30, 2019. Loans 30 to 59 days past due decreased $17.5 million primarily due to the renewal of a few large matured performing commercial real estate and construction loans during the fourth quarter 2019 that were previously included in this delinquency category at September 30, 2019.

During the fourth quarter 2019, we continued to closely monitor our NYC and Chicago taxi medallion loans totaling $107.5 million and $7.3 million, respectively, within the commercial and industrial loan portfolio at December 31, 2019. While most of the taxi medallion loans are currently performing, negative trends in the market valuations of the underlying taxi medallion collateral could impact the future performance and internal classification of this portfolio. At December 31, 2019, the medallion portfolio included impaired loans totaling $87.1 million with related reserves of $35.5 million within the allowance for loan losses as compared to impaired loans totaling $91.1 million with related reserves of $34.2 million at September 30, 2019. At December 31, 2019, the impaired medallion loans largely consisted of $63.3 million of non-accrual taxi cab medallion loans classified as doubtful, and $23.8 million performing troubled debt restructured (TDR) loans classified as substandard loans.

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Valley National Bancorp (NASDAQ: VLY)

Fourth Quarter 2019 Earnings

January 30, 2020

The following table summarizes the allocation of the allowance for credit losses to specific loan categories and the allocation as a percentage of each loan category (including PCI loans) at December 31, 2019, September 30, 2019, and December 31, 2018:

December 31, 2019 September 30, 2019 December 31, 2018
Allocation Allocation Allocation
as a % of as a % of as a % of
Allowance Loan Allowance Loan Allowance Loan
Allocation Category Allocation Category Allocation Category
( in thousands)
Loan Category:
Commercial and industrial loans* 2.22 % $ 103,919 2.21 % $ 95,392 2.20 %
Commercial real estate loans:
Commercial real estate 20,019 0.13 % 23,044 0.17 % 26,482 0.21 %
Construction 25,654 1.56 % 25,727 1.67 % 23,168 1.56 %
Total commercial real estate loans 45,673 0.26 % 48,771 0.33 % 49,650 0.36 %
Residential mortgage loans 5,060 0.12 % 5,302 0.13 % 5,041 0.12 %
Consumer loans:
Home equity 459 0.09 % 487 0.10 % 598 0.12 %
Auto and other consumer 6,508 0.28 % 6,291 0.27 % 5,614 0.26 %
Total consumer loans 6,967 0.24 % 6,778 0.24 % 6,212 0.23 %
Total allowance for credit losses 0.55 % $ 164,770 0.62 % $ 156,295 0.62 %
Allowance for credit losses as a %
of non-PCI loans 0.71 % 0.72 % 0.75 %
^*^Includes the reserve for unfunded letters of credit.

All values are in US Dollars.

Our loan portfolio, totaling $29.7 billion at December 31, 2019, had net loan charge-offs of $5.6 million for the fourth quarter 2019 as compared to $2.0 million and $1.0 million of net loan charge-offs for the third quarter 2019 and the fourth quarter 2018, respectively. The net loan charge-offs increased to $15.9 million for the year ended December 31, 2019 from $658 thousand for the year ended December 31, 2018. The higher level of loan charge-offs in 2019 was partly driven by taxi medallion loans charge-offs totaling $2.9 million and $6.5 million for the fourth quarter 2019 and the year ended December 31, 2019, respectively.

During the fourth quarter 2019, we recorded a provision for credit losses totaling $5.4 million as compared to $8.7 million for the third quarter 2019 and $7.9 million for the fourth quarter 2018. The lower provision in the fourth quarter 2019 was largely due to improved credit quality, including lower loan concentration risk, and the impact of net non-PCI loan activities, including loan sales from the commercial real estate portfolio.

The allowance for credit losses, comprised of our allowance for loan losses and reserve for unfunded letters of credit, as a percentage of total loans was 0.55 percent at December 31, 2019 and 0.62 percent at both September 30, 2019 and December 31, 2018. At December 31, 2019, our allowance allocations for losses as a percentage of total loans decreased as compared to September 30, 2019 mainly due to higher PCI loan balances resulting from the Oritani acquisition.

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Valley National Bancorp (NASDAQ: VLY)

Fourth Quarter 2019 Earnings

January 30, 2020

Capital Adequacy

Valley's regulatory capital ratios continue to reflect its well capitalized position. Valley's total risk-based capital, Tier 1 capital, Tier 1 leverage capital, and common equity Tier 1 capital ratios were 11.72 percent, 10.15 percent, 8.16 percent and 9.42 percent, respectively, at December 31, 2019.

Investor Conference Call

Valley will host a conference call with investors and the financial community at 11:00 AM Eastern Standard Time, today to discuss the fourth quarter 2019 earnings. Those wishing to participate in the call may dial toll-free (866) 354-0432 (Conference ID: 3997893). The teleconference will also be webcast live: https://edge.media-server.com/mmc/p/xgdfey4m and archived on Valley’s website through Monday, March 2, 2020. Investor presentation materials will be made available prior to the conference call at www.valley.com.

About Valley

As the principal subsidiary of Valley National Bancorp, Valley National Bank is a regional bank with approximately $37.5 billion in assets. Valley is committed to giving people and businesses the power to succeed. Valley operates many convenient branch locations across New Jersey, New York, Florida and Alabama, and is committed to providing exceptional service, the latest innovations and an experienced and knowledgeable team dedicated to meeting customer needs. Helping communities grow and prosper is the heart of Valley’s corporate citizenship philosophy. To learn more about Valley, go to www.valley.com or call our Customer Service Center at 800-522-4100.

Forward Looking Statements

The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about new and existing programs and products, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations. These statements may be identified by such forward-looking terminology as “should,” “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to:

• the inability to realize expected cost savings and synergies from the Oritani merger in amounts or in the timeframe anticipated;
• costs or difficulties relating to Oritani integration matters might be greater than expected;
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• the inability to retain customers and qualified employees of Oritani;
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• 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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• weakness or a decline in the economy, mainly in New Jersey, New York, Florida and Alabama, as well as an unexpected decline in commercial real estate values within our market areas;
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• the inability to grow customer deposits to keep pace with loan growth;
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Valley National Bancorp (NASDAQ: VLY)

Fourth Quarter 2019 Earnings

January 30, 2020

• a material change in our expected allowance for credit losses due to the adoption of CECL (current expected credit loss) model effective January 1, 2020;
• the need to supplement debt or equity capital to maintain or exceed internal capital thresholds;
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• 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;
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• 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;
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• 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;
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• results of examinations by the OCC, the FRB, the CFPB and other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our allowance for credit losses, write-down assets, reimburse customers, change the way we do business, or limit or eliminate certain other banking activities;
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• damage verdicts or settlements or restrictions related to existing or potential litigations arising from claims of violations of laws or regulations brought as class actions, breach of fiduciary responsibility, negligence, fraud, contractual claims, environmental laws, patent or trademark infringement, employment related claims, and other matters;
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• 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;
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• unanticipated loan delinquencies, loss of collateral, decreased service revenues, and other potential negative effects on our business caused by severe weather or other external events;
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• 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
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• the failure of other financial institutions with whom we have trading, clearing, counterparty and other financial relationships.
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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, 2018.

We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in our expectations. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

#

-Tables to Follow-

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VALLEY NATIONAL BANCORP

CONSOLIDATED FINANCIAL HIGHLIGHTS

SELECTED FINANCIAL DATA Three Months Ended Years Ended
December 31, September 30, December 31, December 31,
($ in thousands, except for share data) 2019 2019 2018 2019 2018
FINANCIAL DATA:
Net interest income $ 238,541 $ 220,625 $ 222,053 $ 898,048 $ 857,203
Net interest income - FTE ^(1)^ 239,615 221,747 223,414 902,679 862,922
Non-interest income 38,094 41,150 34,694 214,520 134,052
Non-interest expense 196,146 145,877 153,712 631,555 629,061
Income tax expense 36,967 25,307 18,074 147,002 68,265
Net income 38,104 81,891 77,102 309,793 261,428
Dividends on preferred stock 3,172 3,172 3,172 12,688 12,688
Net income available to common stockholders $ 34,932 $ 78,719 $ 73,930 $ 297,105 $ 248,740
Weighted average number of common shares outstanding:
Basic 355,821,005 331,797,982 331,492,648 337,792,270 331,258,964
Diluted 358,864,876 333,405,196 332,856,385 340,117,808 332,693,718
Per common share data:
Basic earnings $ 0.10 $ 0.24 $ 0.22 $ 0.88 $ 0.75
Diluted earnings 0.10 0.24 0.22 0.87 0.75
Cash dividends declared 0.11 0.11 0.11 0.44 0.44
Closing stock price - high 12.07 11.21 11.51 12.07 13.28
Closing stock price - low 10.60 10.04 8.45 9.00 8.45
CORE ADJUSTED FINANCIAL DATA: ^(2)^
Net income available to common shareholders, as adjusted $ 87,478 $ 79,962 $ 69,478 $ 314,170 $ 269,897
Basic earnings per share, as adjusted 0.25 0.24 0.21 0.93 0.81
Diluted earnings per share, as adjusted 0.24 0.24 0.21 0.92 0.81
FINANCIAL RATIOS: `
Net interest margin 2.95 % 2.89 % 3.08 % 2.94 % 3.09 %
Net interest margin - FTE ^(1)^ 2.96 2.91 3.10 2.95 3.11
Annualized return on average assets 0.43 0.98 0.98 0.93 0.86
Annualized return on avg. shareholders' equity 4.01 9.26 9.23 8.71 7.91
Annualized return on avg. tangible shareholders' equity ^(2)^ 5.98 13.75 14.17 13.05 12.21
Efficiency ratio ^(3)^ 70.90 55.73 59.87 56.77 63.46
CORE ADJUSTED FINANCIAL RATIOS: ^(2)^
Annualized return on average assets, as adjusted 1.03 % 1.00 % 0.93 % 0.98 % 0.93 %
Annualized return on average shareholders' equity, as adjusted 9.53 9.40 8.70 9.19 8.55
Annualized return on average tangible shareholders' equity, as adjusted 14.23 13.96 13.36 13.77 13.20
Efficiency ratio, as adjusted 52.43 53.48 56.68 53.78 57.90
AVERAGE BALANCE SHEET ITEMS:
Assets $ 35,315,682 $ 33,419,137 $ 31,328,729 $ 33,442,738 $ 30,229,276
Interest earning assets 32,337,660 30,494,569 28,806,620 30,575,530 27,702,911
Loans 27,968,383 26,136,745 24,530,919 26,235,253 23,340,330
Interest bearing liabilities 24,244,902 22,858,121 21,515,197 22,948,872 20,528,920
Deposits 26,833,714 24,836,349 23,702,885 25,292,397 22,418,142
Shareholders' equity 3,804,902 3,536,528 3,340,411 3,555,483 3,304,531

9

VALLEY NATIONAL BANCORP

CONSOLIDATED FINANCIAL HIGHLIGHTS

As of
BALANCE SHEET ITEMS: December 31, September 30, June 30, March 31, December 31,
(In thousands) 2019 2019 2019 2019 2018
Assets $ 37,453,416 $ 33,765,539 $ 33,027,741 $ 32,476,991 $ 31,863,088
Total loans 29,699,208 26,567,159 25,802,162 25,423,118 25,035,469
Non-PCI loans 23,069,609 23,029,991 22,030,205 21,418,778 20,845,383
Deposits 29,185,837 25,546,122 24,773,929 24,907,496 24,452,974
Shareholders' equity 4,384,188 3,558,075 3,504,118 3,444,879 3,350,454
LOANS:
(In thousands)
Commercial and industrial $ 4,825,997 $ 4,695,608 $ 4,615,765 $ 4,504,927 $ 4,331,032
Commercial real estate:
Commercial real estate 15,996,741 13,365,454 12,798,017 12,665,425 12,407,275
Construction 1,647,018 1,537,590 1,528,968 1,454,199 1,488,132
Total commercial real estate 17,643,759 14,903,044 14,326,985 14,119,624 13,895,407
Residential mortgage 4,377,111 4,133,331 4,072,450 4,071,237 4,111,400
Consumer:
Home equity 487,272 489,808 501,646 513,066 517,089
Automobile 1,451,623 1,436,608 1,362,466 1,347,759 1,319,571
Other consumer 913,446 908,760 922,850 866,505 860,970
Total consumer loans 2,852,341 2,835,176 2,786,962 2,727,330 2,697,630
Total loans $ 29,699,208 $ 26,567,159 $ 25,802,162 $ 25,423,118 $ 25,035,469
CAPITAL RATIOS:
Book value per common share $ 10.35 $ 10.09 $ 9.93 $ 9.75 $ 9.48
Tangible book value per common share ^(2)^ 6.73 6.62 6.45 6.26 5.97
Tangible common equity to tangible assets ^(2)^ 7.54 % 6.73 % 6.71 % 6.63 % 6.45 %
Tier 1 leverage capital 8.16 7.61 7.62 7.58 7.57
Common equity tier 1 capital 9.42 8.49 8.59 8.53 8.43
Tier 1 risk-based capital 10.15 9.30 9.43 9.38 9.30
Total risk-based capital 11.72 11.03 11.39 11.37 11.34

10

VALLEY NATIONAL BANCORP

CONSOLIDATED FINANCIAL HIGHLIGHTS

Three Months Ended Years Ended
ALLOWANCE FOR CREDIT LOSSES: December 31, September 30, December 31, December 31,
($ in thousands) 2019 2019 2018 2019 2018
Beginning balance - Allowance for credit losses $ 164,770 $ 158,079 $ 149,475 $ 156,295 $ 124,452
Loans charged-off:
Commercial and industrial (5,378 ) (527 ) (909 ) (13,260 ) (2,515 )
Commercial real estate — (158 ) — (158 ) (348 )
Residential mortgage — (111 ) (56 ) (126 ) (223 )
Total Consumer (2,700 ) (2,191 ) (1,194 ) (8,671 ) (4,977 )
Total loans charged-off (8,078 ) (2,987 ) (2,159 ) (22,215 ) (8,063 )
Charged-off loans recovered:
Commercial and industrial 389 330 566 2,397 4,623
Commercial real estate 1,166 28 21 1,237 417
Residential mortgage 53 3 3 66 272
Total Consumer 886 617 530 2,606 2,093
Total loans recovered 2,494 978 1,120 6,306 7,405
Net charge-offs (5,584 ) (2,009 ) (1,039 ) (15,909 ) (658 )
Provision for credit losses 5,418 8,700 7,859 24,218 32,501
Ending balance - Allowance for credit losses $ 164,604 $ 164,770 $ 156,295 $ 164,604 $ 156,295
Components of allowance for credit losses:
Allowance for loans $ 161,759 $ 161,853 $ 151,859 $ 161,759 $ 151,859
Allowance for unfunded letters of credit 2,845 2,917 4,436 2,845 4,436
Allowance for credit losses $ 164,604 $ 164,770 $ 156,295 $ 164,604 $ 156,295
Components of provision for credit losses:
Provision for loan losses $ 5,490 $ 8,757 $ 7,935 $ 25,809 $ 31,661
Provision for unfunded letters of credit (72 ) (57 ) (76 ) (1,591 ) 840
Provision for credit losses $ 5,418 $ 8,700 $ 7,859 $ 24,218 $ 32,501
Annualized ratio of total net charge-offs to average loans 0.08 % 0.03 % 0.02 % 0.06 % 0.00 %
Allowance for credit losses as a % of non-PCI loans 0.71 % 0.72 % 0.75 % 0.71 % 0.75 %
Allowance for credit losses as a % of total loans 0.55 % 0.62 % 0.62 % 0.55 % 0.62 %

11

VALLEY NATIONAL BANCORP

CONSOLIDATED FINANCIAL HIGHLIGHTS

As of
ASSET QUALITY: ^(4)^ December 31, September 30, June 30, March 31, December 31,
($ in thousands) 2019 2019 2019 2019 2018
Accruing past due loans:
30 to 59 days past due:
Commercial and industrial $ 11,700 $ 5,702 $ 14,119 $ 5,120 $ 13,085
Commercial real estate 2,560 20,851 6,202 39,362 9,521
Construction 1,486 11,523 — 1,911 2,829
Residential mortgage 17,143 12,945 19,131 15,856 16,576
Total Consumer 13,704 13,079 11,932 6,647 9,740
Total 30 to 59 days past due 46,593 64,100 51,384 68,896 51,751
60 to 89 days past due:
Commercial and industrial 2,227 3,158 4,135 1,756 3,768
Commercial real estate 4,026 735 354 2,156 530
Construction 1,343 7,129 1,342 — —
Residential mortgage 4,192 4,417 3,635 3,635 2,458
Total Consumer 2,527 1,577 1,484 990 1,386
Total 60 to 89 days past due 14,315 17,016 10,950 8,537 8,142
90 or more days past due:
Commercial and industrial 3,986 4,133 3,298 2,670 6,156
Commercial real estate 579 1,125 — — 27
Construction — — — — —
Residential mortgage 2,042 1,347 1,054 1,402 1,288
Total Consumer 711 756 359 523 341
Total 90 or more days past due 7,318 7,361 4,711 4,595 7,812
Total accruing past due loans $ 68,226 $ 88,477 $ 67,045 $ 82,028 $ 67,705
Non-accrual loans:
Commercial and industrial $ 68,636 $ 75,311 $ 76,216 $ 76,270 $ 70,096
Commercial real estate 9,004 9,560 6,231 2,663 2,372
Construction 356 356 — 378 356
Residential mortgage 12,858 13,772 12,069 11,921 12,917
Total Consumer 2,204 2,050 1,999 2,178 2,655
Total non-accrual loans 93,058 101,049 96,515 93,410 88,396
Other real estate owned (OREO) 9,414 6,415 7,161 7,317 9,491
Other repossessed assets 1,276 2,568 2,358 2,628 744
Non-accrual debt securities ^(5)^ 680 680 680 — —
Total non-performing assets $ 104,428 $ 110,712 $ 106,714 $ 103,355 $ 98,631
Performing troubled debt restructured loans $ 73,012 $ 79,364 $ 74,385 $ 73,081 $ 77,216
Total non-accrual loans as a % of loans 0.31 % 0.38 % 0.37 % 0.37 % 0.35 %
Total accruing past due and non-accrual loans as a % of loans 0.54 % 0.71 % 0.63 % 0.69 % 0.62 %
Allowance for loan losses as a % of non-accrual loans 173.83 % 160.17 % 160.71 % 165.27 % 171.79 %
Non-performing purchased credit-impaired loans ^(6)^ $ 70,160 $ 63,522 $ 55,085 $ 56,182 $ 56,125

12

VALLEY NATIONAL BANCORP

CONSOLIDATED FINANCIAL HIGHLIGHTS

NOTES TO SELECTED FINANCIAL DATA

(1) Net interest income and net interest margin are presented on a tax equivalent basis using a 21 percent federal tax rate. Valley believes that this presentation provides comparability of net interest income and net interest margin arising from both taxable and tax-exempt sources and is consistent with industry practice and SEC rules.
(2) This press release contains certain supplemental financial information, described in the Notes below, which has been determined by methods other than U.S. Generally Accepted Accounting Principles ("GAAP") that management uses in its analysis of Valley's performance. Management believes these non-GAAP financial measures provide information useful to investors in understanding Valley's financial results. Specifically, Valley provides measures based on what it believes are its operating earnings on a consistent basis and excludes material non-core operating items which affect the GAAP reporting of results of operations. Management utilizes these measures for internal planning and forecasting purposes. Management believes that Valley's presentation and discussion, together with the accompanying reconciliations, provides a complete understanding of factors and trends affecting Valley's business and allows investors to view performance in a manner similar to management. These non-GAAP measures should not be considered a substitute for GAAP basis measures and results and Valley strongly encourages investors to review its consolidated financial statements in their entirety and not to rely on any single financial measure. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names.
Three Months Ended Years Ended
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
December 31, September 30, December 31, December 31,
($ in thousands, except for share data) 2019 2019 2018 2019 2018
Adjusted net income available to common shareholders:
Net income, as reported $ 38,104 $ 81,891 $ 77,102 $ 309,793 $ 261,428
Less: Gain on the sale of Visa Class B shares (net of tax)^(a)^ — — (4,677 ) — (4,677 )
Less: Gain on sale leaseback transactions (net of tax)^(b)^ — — — (56,414 ) —
Add: Losses on extinguishment of debt (net of tax) 22,992 — — 22,992 —
Add: Net impairment losses on securities (net of tax) — — — 2,104 —
Add: Losses on securities transactions (net of tax) 26 67 1,047 108 1,677
Add: Severance expense (net of tax)^(c)^ — — 1,907 3,477 1,907
Add: Tax credit investment impairment (net of tax)^(d)^ — — — 1,746 —
Add: Branch related asset impairment (net of tax)^(e)^ — — — — 1,304
Add: Legal expenses (litigation reserve impact only, net of tax) — — — — 8,726
Add: Merger related expenses (net of tax)^(f)^ 10,861 1,043 (455 ) 11,929 12,494
Add: Income tax expense (benefit)^(g)^ 18,667 133 (2,274 ) 31,123 (274 )
Net income, as adjusted $ 90,650 $ 83,134 $ 72,650 $ 326,858 $ 282,585
Dividends on preferred stock 3,172 3,172 3,172 12,688 12,688
Net income available to common shareholders, as adjusted $ 87,478 $ 79,962 $ 69,478 $ 314,170 $ 269,897
_____________
(a) The gain from the sale of non-marketable securities is included in other non-interest income.
(b) The gain on sale leaseback transactions is included in gains on the sales of assets within other non-interest income.
(c) Severance expenses are included in salary and employee benefits expense.
(d) Impairment is included in the amortization of tax credit investments.
(e) Branch related asset impairment is included in net losses on sale of assets within non-interest income.
(f) Merger related expenses are primarily within salary and employee benefits expense, professional and legal fees, and other expense.
(g) Income tax expense related to reserves for uncertain tax positions in 2019, and the Tax Cuts and Jobs Act and a USAB acquisition charge in 2018.
Adjusted per common share data:
Net income available to common shareholders, as adjusted $ 87,478 $ 79,962 $ 69,478 $ 314,170 $ 269,897
Average number of shares outstanding 355,821,005 331,797,982 331,492,648 337,792,270 331,258,964
Basic earnings, as adjusted $ 0.25 $ 0.24 $ 0.21 $ 0.93 $ 0.81
Average number of diluted shares outstanding 358,864,876 333,405,196 332,856,385 340,117,808 332,693,718
Diluted earnings, as adjusted $ 0.24 $ 0.24 $ 0.21 $ 0.92 $ 0.81

13

VALLEY NATIONAL BANCORP

CONSOLIDATED FINANCIAL HIGHLIGHTS

Three Months Ended Years Ended
December 31, September 30, December 31, December 31,
($ in thousands) 2019 2019 2018 2019 2018
Adjusted annualized return on average tangible shareholders' equity:
Net income, as adjusted $ 90,650 $ 83,134 $ 72,650 $ 326,858 $ 282,585
Average shareholders' equity 3,804,902 3,536,528 3,340,411 3,555,483 3,304,531
Less: Average goodwill and other intangible assets 1,256,137 1,154,462 1,164,638 1,182,140 1,163,398
Average tangible shareholders' equity $ 2,548,765 $ 2,382,066 $ 2,175,773 $ 2,373,343 $ 2,141,133
Annualized return on average tangible shareholders' equity, as adjusted 14.23 % 13.96 % 13.36 % 13.77 % 13.20 %
Adjusted annualized return on average assets:
Net income, as adjusted $ 90,650 $ 83,134 $ 72,650 $ 326,858 $ 282,585
Average assets $ 35,315,682 $ 33,419,137 $ 31,328,729 $ 33,442,738 $ 30,229,276
Annualized return on average assets, as adjusted 1.03 % 1.00 % 0.93 % 0.98 % 0.93 %
Adjusted annualized return on average shareholders' equity:
Net income, as adjusted $ 90,650 $ 83,134 $ 72,650 $ 326,858 $ 282,585
Average shareholders' equity $ 3,804,902 $ 3,536,528 $ 3,340,411 $ 3,555,483 $ 3,304,531
Annualized return on average shareholders' equity, as adjusted 9.53 % 9.40 % 8.70 % 9.19 % 8.55 %
Annualized return on average tangible shareholders' equity:
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Net income, as reported $ 38,104 $ 81,891 $ 77,102 $ 309,793 $ 261,428
Average shareholders' equity 3,804,902 3,536,528 3,340,411 3,555,483 3,304,531
Less: Average goodwill and other intangible assets 1,256,137 1,154,462 1,164,638 1,182,140 1,163,398
Average tangible shareholders' equity $ 2,548,765 $ 2,382,066 $ 2,175,773 $ 2,373,343 $ 2,141,133
Annualized return on average tangible shareholders' equity 5.98 % 13.75 % 14.17 % 13.05 % 12.21 %
Adjusted efficiency ratio:
Non-interest expense $ 196,146 $ 145,877 $ 153,712 $ 631,555 $ 629,061
Less: Loss on extinguishment of debt (pre-tax) 31,995 — — 31,995 —
Less: Severance expense (pre-tax) — — 2,662 4,838 2,662
Less: Legal expenses (litigation reserve impact only, pre-tax) — — — — 12,184
Less: Merger-related expenses (pre-tax) 15,110 1,434 (635 ) 16,579 17,445
Less: Amortization of tax credit investments (pre-tax) 3,971 4,385 9,044 20,392 24,200
Non-interest expense, as adjusted 145,070 140,058 142,641 557,751 572,570
Net interest income 238,541 220,625 222,053 898,048 857,203
Non-interest income, as reported 38,094 41,150 34,694 214,520 134,052
Add: Net impairment losses on securities (pre-tax) — — — 2,928 —
Add: Branch related asset impairment (pre-tax) — — — — 1,821
Add: Losses on securities transactions, net (pre-tax) 36 93 1,462 150 2,342
Less: Gain on the sale of Visa Class B shares (pre-tax) — — 6,530 — 6,530
Less: Gain on sale leaseback transaction (pre-tax) — — — 78,505 —
Non-interest income, as adjusted $ 38,130 $ 41,243 $ 29,626 $ 139,093 $ 131,685
Gross operating income, as adjusted $ 276,671 $ 261,868 $ 251,679 $ 1,037,141 $ 988,888
Efficiency ratio, as adjusted 52.43 % 53.48 % 56.68 % 53.78 % 57.90 %

14

VALLEY NATIONAL BANCORP

CONSOLIDATED FINANCIAL HIGHLIGHTS

As Of
December 31, September 30, June 30, March 31, December 31,
($ in thousands, except for share data) 2019 2019 2019 2019 2018
Tangible book value per common share:
Common shares outstanding 403,278,390 331,805,564 331,788,149 331,732,636 331,431,217
Shareholders' equity $ 4,384,188 $ 3,558,075 $ 3,504,118 $ 3,444,879 $ 3,350,454
Less: Preferred Stock 209,691 209,691 209,691 209,691 209,691
Less: Goodwill and other intangible assets 1,460,397 1,152,815 1,155,250 1,158,245 1,161,655
Tangible common shareholders' equity $ 2,714,100 $ 2,195,569 $ 2,139,177 $ 2,076,943 $ 1,979,108
Tangible book value per common share $ 6.73 $ 6.62 $ 6.45 $ 6.26 $ 5.97
Tangible common equity to tangible assets:
Tangible common shareholders' equity $ 2,714,100 $ 2,195,569 $ 2,139,177 $ 2,076,943 $ 1,979,108
Total assets $ 37,453,416 $ 33,765,539 $ 33,027,741 $ 32,476,991 $ 31,863,088
Less: Goodwill and other intangible assets 1,460,397 1,152,815 1,155,250 1,158,245 1,161,655
Tangible assets $ 35,993,019 $ 32,612,724 $ 31,872,491 $ 31,318,746 $ 30,701,433
Tangible common equity to tangible assets 7.54 % 6.73 % 6.71 % 6.63 % 6.45 % (3) The efficiency ratio measures Valley's total non-interest expense as a percentage of net interest income plus total non-interest income.
--- ---
(4) Past due loans and non-accrual loans exclude purchased credit-impaired (PCI) loans. PCI loans are accounted for on a pool basis under U.S. GAAP and are not subject to delinquency classification in the same manner as loans originated by Valley.
(5) Represents an other-than-temporarily impaired municipal bond security classified as available for sale presented at its carrying value at June 30, 2019, September 30, 2019, and December 31, 2019.
(6) Represent PCI loans meeting Valley's definition of non-performing loan (i.e., non-accrual loans), but are not subject to such classification under U.S. GAAP because the loans are accounted for on a pooled basis and are excluded from the non-accrual loans in the table above.
SHAREHOLDERS RELATIONS<br>Requests for copies of reports and/or other inquiries should be directed to Tina Zarkadas, Assistant Vice President, Shareholder Relations Specialist, Valley National Bancorp, 1455 Valley Road, Wayne, New Jersey, 07470, by telephone at (973) 305-3380, by fax at (973) 305-1364 or by e-mail at tzarkadas@valley.com.

15

VALLEY NATIONAL BANCORP

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands, except for share data)

December 31,
2019 2018
(Unaudited)
Assets
Cash and due from banks $ 256,264 $ 251,541
Interest bearing deposits with banks 178,423 177,088
Investment securities:
Equity securities 41,410 —
Available for sale debt securities 1,566,801 1,749,544
Held to maturity (fair value of $2,358,720 at December 31, 2019 and $2,034,943 at December 31, 2018) 2,336,095 2,068,246
Total investment securities 3,944,306 3,817,790
Loans held for sale, at fair value 76,113 35,155
Loans 29,699,208 25,035,469
Less: Allowance for loan losses (161,759 ) (151,859 )
Net loans 29,537,449 24,883,610
Premises and equipment, net 334,533 341,630
Lease right of use assets 285,129 —
Bank owned life insurance 540,169 439,602
Accrued interest receivable 105,637 95,296
Goodwill 1,373,625 1,084,665
Other intangible assets, net 86,772 76,990
Other assets 734,996 659,721
Total Assets $ 37,453,416 $ 31,863,088
Liabilities
Deposits:
Non-interest bearing $ 6,710,408 $ 6,175,495
Interest bearing:
Savings, NOW and money market 12,757,484 11,213,495
Time 9,717,945 7,063,984
Total deposits 29,185,837 24,452,974
Short-term borrowings 1,093,280 2,118,914
Long-term borrowings 2,122,426 1,654,268
Junior subordinated debentures issued to capital trusts 55,718 55,370
Lease Liabilities 309,849 3,125
Accrued expenses and other liabilities 302,118 227,983
Total Liabilities 33,069,228 28,512,634
Shareholders’ Equity
Preferred stock, no par value; 50,000,000 shares authorized:
Series A (4,600,000 shares issued at December 31, 2019 and December 31, 2018) 111,590 111,590
Series B (4,000,000 shares issued at December 31, 2019 and December 31, 2018) 98,101 98,101
Common stock (no par value, authorized 450,000,000 shares; issued 403,322,773 shares at December 31, 2019 and 331,634,951 shares at December 31, 2018) 141,423 116,240
Surplus 3,622,208 2,796,499
Retained earnings 443,559 299,642
Accumulated other comprehensive loss (32,214 ) (69,431 )
Treasury stock, at cost (44,383 common shares at December 31, 2019 and 203,734 common shares at December 31, 2018) (479 ) (2,187 )
Total Shareholders’ Equity 4,384,188 3,350,454
Total Liabilities and Shareholders’ Equity $ 37,453,416 $ 31,863,088

16

VALLEY NATIONAL BANCORP

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(in thousands, except for share data)

Three Months Ended Years Ended
December 31, September 30, December 31, December 31,
2019 2019 2018 2019 2018
Interest Income
Interest and fees on loans $ 315,313 $ 298,384 $ 282,847 $ 1,198,908 $ 1,033,993
Interest and dividends on investment securities:
Taxable 19,760 21,801 22,399 86,926 87,306
Tax-exempt 4,041 4,219 5,121 17,420 21,504
Dividends 2,883 3,171 3,561 12,023 13,209
Interest on other short-term investments 1,776 1,686 666 5,723 3,236
Total interest income 343,773 329,261 314,594 1,321,000 1,159,248
Interest Expense
Interest on deposits:
Savings, NOW and money market 34,930 35,944 32,546 145,177 108,394
Time 45,343 42,848 30,599 166,693 81,959
Interest on short-term borrowings 7,500 12,953 14,092 47,862 45,930
Interest on long-term borrowings and junior subordinated debentures 17,459 16,891 15,304 63,220 65,762
Total interest expense 105,232 108,636 92,541 422,952 302,045
Net Interest Income 238,541 220,625 222,053 898,048 857,203
Provision for credit losses 5,418 8,700 7,859 24,218 32,501
Net Interest Income After Provision for Credit Losses 233,123 211,925 214,194 873,830 824,702
Non-Interest Income
Trust and investment services 3,350 3,296 2,998 12,646 12,633
Insurance commissions 2,487 2,748 3,720 10,409 15,213
Service charges on deposit accounts 6,002 5,904 6,288 23,636 26,817
Losses on securities transactions, net (36 ) (93 ) (1,462 ) (150 ) (2,342 )
Other-than-temporary impairment losses on securities — — — (2,928 ) —
Portion recognized in other comprehensive income (before taxes) — — — — —
Net impairment losses on securities recognized in earnings — — — (2,928 ) —
Fees from loan servicing 2,534 2,463 2,478 9,794 9,319
Gains on sales of loans, net 5,214 5,194 2,372 18,914 20,515
Gains (losses) on sales of assets, net 1,336 (159 ) (280 ) 78,333 (2,401 )
Bank owned life insurance 1,453 2,687 1,731 8,232 8,691
Other 15,754 19,110 16,849 55,634 45,607
Total non-interest income 38,094 41,150 34,694 214,520 134,052
Non-Interest Expense
Salary and employee benefits expense 90,872 77,271 80,802 327,431 333,816
Net occupancy and equipment expense 31,402 29,203 27,643 118,191 108,763
FDIC insurance assessment 5,560 5,098 7,303 21,710 28,266
Amortization of other intangible assets 4,905 4,694 4,809 18,080 18,416
Professional and legal fees 5,524 5,870 5,119 20,810 34,141
Loss on extinguishment of debt 31,995 — — 31,995 —
Amortization of tax credit investments 3,971 4,385 9,044 20,392 24,200
Telecommunication expense 2,566 2,698 2,166 9,883 12,102
Other 19,351 16,658 16,826 63,063 69,357
Total non-interest expense 196,146 145,877 153,712 631,555 629,061
Income Before Income Taxes 75,071 107,198 95,176 456,795 329,693
Income tax expense 36,967 25,307 18,074 147,002 68,265
Net Income 38,104 81,891 77,102 309,793 261,428
Dividends on preferred stock 3,172 3,172 3,172 12,688 12,688
Net Income Available to Common Shareholders $ 34,932 $ 78,719 $ 73,930 $ 297,105 $ 248,740

17

VALLEY NATIONAL BANCORP

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(in thousands, except for share data)

Three Months Ended Years Ended
December 31, September 30, December 31, December 31,
2019 2019 2018 2019 2018
Earnings Per Common Share:
Basic $ 0.10 $ 0.24 $ 0.22 $ 0.88 $ 0.75
Diluted 0.10 0.24 0.22 0.87 0.75
Cash Dividends Declared per Common Share 0.11 0.11 0.11 0.44 0.44
Weighted Average Number of Common Shares Outstanding:
Basic 355,821,005 331,797,982 331,492,648 337,792,270 331,258,964
Diluted 358,864,876 333,405,196 332,856,385 340,117,808 332,693,718

18

VALLEY NATIONAL BANCORP
Quarterly Analysis of Average Assets, Liabilities and Shareholders' Equity and
Net Interest Income on a Tax Equivalent Basis
Three Months Ended
December 31, 2019 September 30, 2019 December 31, 2018
Average Avg. Average Avg. Average Avg.
($ in thousands) Balance Interest Rate Balance Interest Rate Balance Interest Rate
Assets
Interest earning assets:
Loans ^(1)(2)^ $ 27,968,383 $ 315,313 4.51 % $ 26,136,745 $ 298,384 4.57 % $ 24,530,919 $ 282,847 4.61 %
Taxable investments ^(3)^ 3,322,536 22,643 2.73 % 3,411,330 24,972 2.93 % 3,398,396 25,960 3.06 %
Tax-exempt investments ^(1)(3)^ 608,651 5,115 3.36 % 632,709 5,341 3.38 % 713,552 6,482 3.63 %
Interest bearing deposits with banks 438,090 1,776 1.62 % 313,785 1,686 2.15 % 163,753 666 1.63 %
Total interest earning assets 32,337,660 344,847 4.27 % 30,494,569 330,383 4.33 % 28,806,620 315,955 4.39 %
Other assets 2,978,022 2,924,568 2,522,109
Total assets $ 35,315,682 $ 33,419,137 $ 31,328,729
Liabilities and Shareholders' Equity
Interest bearing liabilities:
Savings, NOW and money market deposits $ 11,813,261 $ 34,930 1.18 % $ 11,065,959 $ 35,944 1.30 % $ 11,186,180 $ 32,546 1.16 %
Time deposits 8,428,153 45,343 2.15 % 7,383,202 42,848 2.32 % 6,245,803 30,599 1.96 %
Short-term borrowings 1,625,873 7,500 1.85 % 2,265,528 12,953 2.29 % 2,316,020 14,092 2.43 %
Long-term borrowings^(4)^ 2,377,615 17,459 2.94 % 2,143,432 16,891 3.15 % 1,767,194 15,304 3.46 %
Total interest bearing liabilities 24,244,902 105,232 1.74 % 22,858,121 108,636 1.90 % 21,515,197 92,541 1.72 %
Non-interest bearing deposits 6,592,300 6,387,188 6,270,902
Other liabilities 673,578 637,300 202,219
Shareholders' equity 3,804,902 3,536,528 3,340,411
Total liabilities and shareholders' equity $ 35,315,682 $ 33,419,137 $ 31,328,729
Net interest income/interest rate spread ^(5)^ $ 239,615 2.53 % $ 221,747 2.43 % $ 223,414 2.67 %
Tax equivalent adjustment (1,074 ) (1,122 ) (1,361 )
Net interest income, as reported $ 238,541 $ 220,625 $ 222,053
Net interest margin ^(6)^ 2.95 % 2.89 % 3.08 %
Tax equivalent effect 0.01 % 0.02 % 0.02 %
Net interest margin on a fully tax equivalent basis ^(6)^ 2.96 % 2.91 % 3.10 %
(1) Interest income is presented on a tax equivalent basis using a 21 percent federal tax rate.
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(2) Loans are stated net of unearned income and include non-accrual loans.
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(3) The yield for securities that are classified as available for sale is based on the average historical amortized cost.
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(4) Includes junior subordinated debentures issued to capital trusts which are presented separately on the consolidated statements of 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.
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(6) Net interest income as a percentage of total average interest earning assets.
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19

a4q19earningspresentatio

Exhibit 99.2 4Q19 Earnings Presentation January 30, 2020

Forward Looking Statements The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about new and existing programs and products, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations. These statements may be identified by such forward-looking terminology as “should,” “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to: the inability to realize expected cost savings and synergies from the Oritani merger in amounts or in the timeframe anticipated; costs or difficulties relating to Oritani integration matters might be greater than expected; the inability to retain customers and qualified employees of Oritani; 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; weakness or a decline in the economy, mainly in New Jersey, New York, Florida and Alabama, as well as an unexpected decline in commercial real estate values within our market areas; the inability to grow customer deposits to keep pace with loan growth; a material change in our expected allowance for credit losses due to the adoption of CECL (current expected credit loss) model effective January 1, 2020; 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 OCC, the FRB, the CFPB and other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our allowance for credit losses, write-down assets, reimburse customers, change the way we do business, or limit or eliminate certain other banking activities; damage verdicts or settlements or restrictions related to existing or potential litigations arising from claims of violations of laws or regulations brought as class actions, breach of fiduciary responsibility, negligence, fraud, contractual claims, environmental laws, patent or trademark infringement, employment related claims, and other matters; our inability or determination not to pay dividends at current levels, or at all, because of inadequate earnings, regulatory restrictions or limitations, changes in our capital requirements or a decision to increase capital by retaining more earnings; unanticipated loan delinquencies, loss of collateral, decreased service revenues, and other potential negative effects on our business caused by severe weather or other external events; unexpected significant declines in the loan portfolio due to the lack of economic expansion, increased competition, large prepayments, changes in regulatory lending guidance or other factors; and the failure of other financial institutions with whom we have trading, clearing, counterparty and other financial relationships. A detailed discussion of factors that could affect our results is included in our SEC filings, including the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2018. We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in our expectations. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

3 Executing on Stated Goals Loan Growth1 Growing Capital and Creating Value (in percent) (in percent) 14.3 $6.73 8.6 4.0 4.2 5.2 4.2 $5.97 11.72% 2017 2018 2019 Valley Industry 11.34% Expense Managment2 (in percent) 2018 2019 1.94 1.89 Tangible Book Value per share 2 Total Risk-Based Capital Ratio 1.67 58.9 57.9 53.8 Delivering Enhanced Performance 2017 2018 2019 Significant and consistent improvement in growth Efficiency ratio, adjusted NIE Ratio, adj. profile of the Bank 2 Revenue Diversification Successful reallocation of operating expense towards 14.5 13.3 12.5 more profitable segments Continuous expansion of fee generating business lines 139,093 131,685 Announced and closed a significant acquisition while 111,726 creating 12.7% TBV growth 2017 2018 2019 Noninterest income, adj. ($, thous.) Noninterest income to net revenue, adj. (%) 1Represents the percent change in gross loans, excluding those held for sale, for Valley compared to the same period one year ago. Industry loan growth is the percent change from the same period one year ago in total loans and leases for all commercial banks as reported by the Board of Governors of the Federal Reserve System via the St. Louis Federal Reserve. Percent change for 2017 reflects an adjustment to the ending balance of approximately $184 million in loans that were purchased during the year. Percent change for 2018 reflects an adjustment to the beginning balance of approximately $3.8 billion in loans that were acquired from USAmeriBank. Percent change for 2019 reflects an adjustment to the ending balance of approximately $3.4 billion in loans that were acquired from Oritani and $0.8 billion in loans that were sold related to multi-family CRE. 2 Please refer to Non-GAAP reconciliation for components and reference ratios. NIE ratio, adjusted refers to adjusted operating expenses as a percent of average assets.

4Q 2019 Highlights 4 Reported Adjusted1 4Q19 3Q19 4Q18 4Q19 3Q19 4Q18 Return on 0.43% 0.98% 0.98% 1.03% 1.00% 0.93% Average Assets Efficiency Ratio 70.90% 55.73% 59.87% 52.43% 53.48% 56.68% Diluted Earnings $0.10 $0.24 $0.22 $0.24 $0.24 $0.21 Per Share Year-over-year quarterly adjusted earnings per share growth of +14% Annualized linked quarter organic net loan growth of 10%, excluding multi-family CRE loan sales and Oritani acquisition Net interest margin (FTE) increased 5 bps linked-quarter Linked -quarter adjusted efficiency ratio improvement of 105 basis points 1Please refer to the Non-GAAP Disclosure Reconciliation on pages [12 & 13]

Revenues 5 Net Interest Income and Margin Non-Interest Income Trends ($mil) $41.2 Year-over-year NII growth of 4.6% (FTE) $38.1 Gain-on-Sale of 5.2 Loans, net $34.7 5.2 2.4 $239.6 5.9 Service Charges 6.0 6.3 2.5 $223.4 $221.7 2.5 2.5 6.0 Loan Servicing Fees 5.8 6.7 2.7 3.10% 1.5 Trust, Investment 1.7 & Insurance 2.96% 18.9 BOLI 2.91% 17.1 15.1 1 4Q18 3Q19 4Q19 Other NII ($mil) NIM 4Q18 3Q19 4Q19 All metrics are represented on full tax equivalent basis Linked-quarter non-interest income decline driven by softer swap fee generation, coming off a particularly strong 3Q19 Linked quarter net interest margin positively impacted by core deposit generation and liability repricing tailwind Adjusted Noninterest Income as a percentage of Adjusted Gross Operating Income down approximately 200 bps linked Linked quarter net interest income (FTE) growth of 8% driven quarter, due in part by strong net interest income growth in part by one month of Oritani contribution 1Other Income includes income from swap fees, credit card fees, net gains and losses from sales of assets and securities, FDIC loss-share income/expense (change in FDIC receivable) and other additional sources.

Interest Rate Positioning 6 12-Month Forward Cumulative Cash Flow Gap ($Bil)1 12-Month Forward Maturity Schedule ($Bil) 1Q20 2Q20 3Q20 4Q20 (1,217) Maturing CD Rates 2.21% 2.25% 2.07% 2.05% 5,000 Cumulative Cash Flow Gap 4,500 Maturing BCD + Borrowing Rates 2.08% 1.88% NA 1.79% 4,000 3,000 3,500 (2,828) 2,500 (3,286) 1.68% 3,000 (3,329) 1.54% 2,000 1.51% 2,500 1.48% 2,000 1,500 1,500 1,000 1,000 500 500 0 - 1Q20 2Q20 3Q20 4Q20 1Q20 2Q20 3Q20 4Q20 2 3 Assets Liabilities Cumulative Cash Flow Gap CDs BCD + Borrowings Avg. Fed Funds Futures (Quarters are not cumulative) Current balance sheet positioning should help mitigate net interest margin pressure Actively managing liabilities shorter to reflect shortening asset durations in current environment We continue to see opportunity to manage our liability costs lower for the foreseeable future 1Represents the estimated cumulative cash flows from dollar value of earning assets that are repricing within one year and the estimate cumulative cash flows from dollar value of interest-bearing liabilities that will reprice within one year based on the balance sheet at December 31, 2019 . 2 BCD refers to Brokered Time Deposits. 3 Represents Federal Funds Futures, averaged for the respective quarterly period as of December 31, 2019.

Noninterest Expense 7 5 Quarter Operating Expense Trends ($ in millions) Efficiency Ratio (%)1 196.1 Includes merger related charges, debt extinguishment, and amortization of tax credit 70.9 investments 153.7 59.9 147.8 55.7 56.7 145.9 2 53.5 52.4 141.7 < 51.0 145.1 142.6 135.8 136.8 140.1 4Q18 1Q19 2Q19 3Q19 4Q19 4Q18 3Q19 4Q19 4Q18 3Q19 4Q19 2020 Goal Reported Reported Reported Adjusted Adjusted Adjusted (Adjusted) Reported Expenses Adjusted 1 4Q19 Adjusted Operating Expenses ($, in millions)1 4Q19 Expense Commentary $15.110 Other notable items in 4Q19 4th quarter uptick in depreciation expense Oritani driven by data center coming on-line during the $2.3 Expenses - period $31.995 $145.070 December Mortgage We believe we remain on track to achieve our $1.7 Commissions goal of an adjusted efficiency ratio at or below $3.971 51% during 2020 Adjusted Expenses Amortization of tax credits Loss on extinguishment of debt Merger-related 1Refer to the appendix on pages 12 & 13 regarding non-GAAP financial measures. Sums may be inconsistent due to rounding.

Loans & Loan Growth 8 1 Loan Portfolio by Product (4Q19)1 2019 Loan Trends Res. Mortgage, 14.7% C&I, 16.2% Auto 10.0% Home Equity -5.8% Consumer, Res. Mortgage 6.5% Multi-family, 9.6% 17.6% $29.7 Construction 10.7% bil Non-Owner Occupied CRE 30.9% Construction, 5.5% Owner-Occupied CRE 13.3% Multi-family 37.5% Owner Occupied CRE, Non-owner Occupied CRE, 10.9% 25.5% C&I 11.4% New Loan Originations ($bil) and Yields(%) vs Portfolio Yields (%) Strong Performance and Outlook 4.92% 4.67% 4.57% 4.51% 4.57% 4.65% 4.30% 4Q19 annualized quarterly loan 4.10% growth of 10%, exclusive of Oritani loans and multi-family loan sales While new origination yields continue to be below portfolio $1.2 $1.3 $1.6 $1.6 yields, we did see a healthy rebound in new origination spreads 1Q19 2Q19 3Q19 4Q19 Origination Volume (Gross) New Origination Rate Avg. Portfolio Rate from the previous quarter 1Loan classifications according to call report schedule which may not correspond to classification outlined in earnings release. Includes the impacts of Oritani acquisition and multi-family portfolio sale.

Deposits & Funding 9 Recent Organic Deposit Trend ($ in billions) Total Liabilities 12/31/19 $1.02 bil *Excludes Oritani Deposits Non-interest bearing $6.7 7.9 8.6 Time +$680 mil $0.7 Savings, NOW & $2.1 MMA Noninterest Bearing $1.1 Time 6.4 6.5 $167 mil $33.1 bil Short-term $12.8 borrowings Savings, Now & 11.3 11.5 Long-term MMA $173 mil $9.7 borrowings Other 3Q19 4Q19 Average Deposit Balance (mil) and Rate (%) Trends Funding Trends for 4Q19 $13,000 $12,000 2.36% 2.36% 2.24% 2.27% Loan-to-deposit ratio at 12/31/2019 of $11,000 2.15% 2.06% $10,000 101.8%, inclusive of Oritani $9,000 In-flow of Savings, NOW & MMA deposits $8,000 largely fueled by business checking and $7,000 1.34% 1.31% 1.28% personal MMA $6,000 1.25% 1.15% 1.14% $5,000 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Brokered CDs used to add modest duration Savings, NOW & MMA Time Deposits to liability structure during the quarter W.Avg Savings, NOW & MMA Rate W.Avg Time Deposits Rate (remain at 10% of total deposits)

Asset Quality 10 NCOs/Avg. Loans1 Nonaccruals/Loans2 0.08% 0.37% 0.38% 0.02% 0.03% 0.31% 4Q18 3Q19 4Q19 4Q18 3Q19 4Q19 Taxi Medallion Update Quarterly net charge-offs of $5.6 million Taxi Medallion 9/30/19 12/31/19 driven primarily by medallion related loans Related Reserves as a % of Total 28.7% 30.9% Exposure $20.3 million linked-quarter decline in accruing past due loans Total Exposure $119 mil $115 mil Underlying credit trends remain very strong Taxi medallions as a % of Total across all categories 0.45% 0.39% Loans 1Represents annualized net charge-offs as a percentage of average loans for the period indicated; 2Represents nonaccrual loans as a percentage of total outstanding loans for the period indicated.

2020 Targets & Outlook 11 Full-year loan growth • We are targeting net loan growth in the range of 6% to 8%. (new) (from period end loans of $29.7 billion) Net Interest Income • We anticipate net interest income growth of approximately 13% to 16% (from full-year 2019 of $898 million) (new) •This would equate to standalone VLY growth of approximately 3% to 6% Adjusted Efficiency Ratio • We expect to achieve an adjusted efficiency ratio at or below 51% (unchanged) during 2020 Tax Rate • We expect the tax rate to range from 24%-26% (new)

Non-GAAP Disclosure Reconciliation 12 Three Months Ended December 31, September 30, December 31, ($ in thousands, except for share data) 2019 2019 2018 Adjusted net income available to common shareholders: Net income, as reported $38,104 $81,891 $77,102 Less: Gain on the sale of Visa Class B shares (net of tax)(a) — — (4,677) Add: Losses on extinguishment of debt (net of tax) 22,992 — — Add: Losses on securities transactions (net of tax) 26 67 1,047 Add: Severance expense (net of tax)(c) — — 1,907 Add: Merger related expenses (net of tax)(f) 10,861 1,043 (455) Add: Income tax expense (benefit)(g) 18,667 133 (2,274) Net income, as adjusted $90,650 $83,134 $72,650 Dividends on preferred stock 3,172 3,172 3,172 Net income available to common shareholders, as adjusted $87,478 $79,962 $69,478 (a) The gain from the sale of non-marketable securities is included in other non-interest income. (c) Severance expenses are included in salary and employee benefits expense. (f) Merger related expenses are primarily within salary and employee benefits expense, professional and legal fees, and other expense. (g) Income tax expense related to reserves for uncertain tax positions in 2019, and the Tax Cuts and Jobs Act and a USAB acquisition charge in 2018. Adjusted per common share data: Net income available to common shareholders, as adjusted $87,478 $79,962 $69,478 Average number of shares outstanding 355,821,005 331,797,982 331,492,648 Basic earnings, as adjusted $0.25 $0.24 $0.21 Average number of diluted shares outstanding 358,864,876 333,405,196 332,856,385 Diluted earnings, as adjusted $0.24 $0.24 $0.21 Adjusted annualized return on average tangible shareholders' equity: Net income, as adjusted $90,650 $83,134 $72,650 Average shareholders' equity 3,804,902 3,536,528 3,340,411 Less: Average goodwill and other intangible assets 1,256,137 1,154,462 1,164,638 Average tangible shareholders' equity $2,548,765 $2,382,066 $2,175,773 Annualized return on average tangible shareholders' equity, as adjusted 14.23% 13.96% 13.36% Adjusted annualized return on average assets: Net income, as adjusted $90,650 $83,134 $72,650 Average assets $35,315,682 $33,419,137 $31,328,729 Annualized return on average assets, as adjusted 1.03% 1.00% 0.93% Adjusted annualized return on average shareholders' equity: Net income, as adjusted $90,650 $83,134 $72,650 Average shareholders' equity $3,804,902 $3,536,528 $3,340,411 Annualized return on average shareholders' equity, as adjusted 9.53% 9.40% 8.70%

Non-GAAP Disclosure Reconciliation 13 Three Months Ended December 31, September 30, December 31, ($ in thousands) 2019 2019 2018 Annualized return on average tangible shareholders' equity: Net income, as reported $38,104 $81,891 $77,102 Average shareholders' equity 3,804,902 3,536,528 3,340,411 Less: Average goodwill and other intangible assets 1,256,137 1,154,462 1,164,638 Average tangible shareholders' equity $2,548,765 $2,382,066 $2,175,773 Annualized return on average tangible shareholders' equity 5.98% 13.75% 14.17% Adjusted efficiency ratio: Non-interest expense $196,146 $145,877 $153,712 Less: Loss on extinguishment of debt (pre-tax) 31,995 — — Less: Severance expense (pre-tax) — — 2,662 Less: Merger-related expenses (pre-tax) 15,110 1,434 (635) Less: Amortization of tax credit investments (pre-tax) 3,971 4,385 9,044 Non-interest expense, as adjusted $145,070 $140,058 $142,641 Net interest income 238,541 220,625 222,053 Non-interest income, as reported 38,094 41,150 34,694 Add: Losses on securities transactions, net (pre-tax) 36 93 1,462 Less: Gain on the sale of Visa Class B shares (pre-tax) — — 6,530 Less: Gain on sale leaseback transaction (pre-tax) — — — Non-interest income, as adjusted $38,130 $41,243 $29,626 Gross operating income, as adjusted $276,671 $261,868 $251,679 Efficiency ratio, as adjusted 52.43% 53.48% 56.68% As of December 31, September 30, June 30, March 31, December 31, ($ in thousands, except for share data) 2019 2019 2019 2019 2018 Tangible book value per common share: Common shares outstanding 403,278,390 331,805,564 331,788,149 331,732,636 331,431,217 Shareholders' equity $4,384,188 $3,558,075 $3,504,118 $3,444,879 $3,350,454 Less: Preferred Stock 209,691 209,691 209,691 209,691 209,691 Less: Goodwill and other intangible assets 1,460,397 1,152,815 1,155,250 1,158,245 1,161,655 Tangible common shareholders' equity $2,714,100 $2,195,569 $2,139,177 $2,076,943 $1,979,108 Tangible book value per common share $6.73 $6.62 $6.45 $6.26 $5.97 Tangible common equity to tangible assets: Tangible common shareholders' equity $2,714,100 $2,195,569 $2,139,177 $2,076,943 $1,979,108 Total assets 37,453,416 33,765,539 33,027,741 32,476,991 31,863,088 Less: Goodwill and other intangible assets 1,460,397 1,152,815 1,155,250 1,158,245 1,161,655 Tangible assets $35,993,019 $32,612,724 $31,872,491 $31,318,746 $30,701,433 Tangible common equity to tangible assets 7.54% 6.73% 6.71% 6.63% 6.45%

For More Information 14 . Log onto our website: www.valley.com . Email requests to: rkraemer@valley.com . Call Rick Kraemer in Investor Relations, at: (973) 686-4817 . Write to: Valley National Bank 1455 Valley Road Wayne, New Jersey 07470 Attn: Rick Kraemer, FSVP – Director, Corporate Finance  Log onto our website above or www.sec.gov to obtain free copies of documents filed by Valley with the SEC

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