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HERITAGE FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter)

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HERITAGE FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 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 000-29480 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Washington 91-1857900 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 201 Fifth Avenue SW, Olympia WA 98501 (Address of principal executive offices) (Zip Code) (360) 943-1500 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock HFWA NASDAQ Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ 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 for 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, 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 Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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 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 ☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2019, based on the closing price of its common stock on such date, on the NASDAQ Global Select Market, of $29.54 per share, and 36,332,780 shares held by non-affiliates was $1,073,270,321. The registrant had 36,483,089 shares of common stock outstanding as of February 18, 2020. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement for the 2020 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2020 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. Table of Contents HERITAGE FINANCIAL CORPORATION AND SUBSIDIARIES FORM 10-K December 31, 2019 TABLE OF CONTENTS Page GLOSSARY OF ACRONYMS, ABBREVIATIONS AND TERMS 4 FORWARD LOOKING STATEMENTS 5 PART I ITEM 1. BUSINESS 6 ITEM 1A. RISK FACTORS 17 ITEM 1B. UNRESOLVED STAFF COMMENTS 28 ITEM 2. PROPERTIES 28 ITEM 3. LEGAL PROCEEDINGS 28 ITEM 4. MINE SAFETY DISCLOSURES 28 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY 29 SECURITIES ITEM 6. SELECTED FINANCIAL DATA 30 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 33 CRITICAL ACCOUNTING POLICIES 33 CONSOLIDATED FINANCIAL CONDITION OVERVIEW 35 INVESTMENT ACTIVITIES OVERVIEW 36 LENDING ACTIVITIES OVERVIEW 38 DEPOSITS AND OTHER BORROWINGS OVERVIEW 46 STOCKHOLDERS' EQUITY AND REGULATORY CAPITAL REQUIREMENTS OVERVIEW 48 AVERAGE BALANCES, YIELDS AND RATES PAID FOR THE YEARS ENDED DECEMBER 31, 2019, 2018 AND 2017 49 EARNINGS SUMMARY 51 NET INTEREST INCOME OVERVIEW 51 PROVISION FOR LOAN LOSSES OVERVIEW 54 NONINTEREST INCOME OVERVIEW 55 NONINTEREST EXPENSE OVERVIEW 56 INCOME TAX EXPENSE OVERVIEW 57 RECONCILIATIONS OF NON-GAAP MEASURES 57 LIQUIDITY AND CAPITAL RESOURCES 58 ASSET AND LIABILITY MANAGEMENT 59 IMPACT OF INFLATION AND CHNAGING PRICES 62 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 62 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 62 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 62 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION—DECEMBER 31, 2019 AND DECEMBER 31, 2018 65 CONSOLIDATED STATEMENTS OF INCOME—FOR THE YEARS ENDED DECEMBER 31, 2019, 2018 AND 2017 66 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME—FOR THE YEARS ENDED DECEMBER 31, 2019, 2018 67 AND 2017 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY—FOR THE YEARS ENDED DECEMBER 31, 2019, 2018 AND 68 2017 2 Table of Contents CONSOLIDATED STATEMENTS OF CASH FLOWS—FOR THE YEARS ENDED DECEMBER 31, 2019, 2018 AND 2017 70 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 72 NOTE 1. DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, SIGNIFICANT ACCOUNTING POLICIES 72 AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS NOTE 2. BUSINESS COMBINATIONS 84 NOTE 3. INVESTMENT SECURITIES 86 NOTE 4. LOANS RECEIVABLE 89 NOTE 5. ALLOWANCE FOR LOAN LOSSES 103 NOTE 6. OTHER REAL ESTATE OWNED 107 NOTE 7. PREMISE AND EQUIPMENT 107 NOTE 8. GOODWILL AND OTHER INTANGIBLE ASSETS 107 NOTE 9. DEPOSITS 109 NOTE 10. JUNIOR SUBORDINATED DEBENTURES 109 NOTE 11. SECURITIES SOLD UNDER AGREEMENT TO REPURCHASE 110 NOTE 12. OTHER BORROWINGS 110 NOTE 13. LEASES 112 NOTE 14. EMPLOYEE BENEFITS 113 NOTE 15. COMMITMENTS AND CONTINGENCIES 114 NOTE 16. DERIVATIVE FINANCIAL INSTRUMENTS 115 NOTE 17. STOCKHOLDERS’ EQUITY 116 NOTE 18. ACCUMULATED OTHER COMPREHENSIVE LOSS 118 NOTE 19. FAIR VALUE MEASUREMENTS 118 NOTE 20. STOCK-BASED COMPENSATION 123 NOTE 21. CASH REQUIREMENT 126 NOTE 22. INCOME TAXES 126 NOTE 23. REGULATORY CAPITAL REQUIREMENTS 128 NOTE 24. HERITAGE FINANCIAL CORPORATION (PARENT COMPANY ONLY) 129 NOTE 25. SELECTED QUARTERLY FINANCIAL DATA 132 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 132 ITEM 9A. CONTROLS AND PROCEDURES 132 ITEM 9B. OTHER INFORMATION 133 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 133 ITEM 11. EXECUTIVE COMPENSATION 134 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 134 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 134 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 134 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 134 ITEM 16. FORM 10-K SUMMARY 137 SIGNATURES 138 3 Table of Contents GLOSSARY OF ACRONYMS, ABBREVIATIONS, AND TERMS The acronyms, abbreviations, and terms listed below are used in various sections of this Annual Report on Form 10-K. As used throughout this report, the terms “we”, “our”, or “us” refer to Heritage Financial Corporation and its consolidated subsidiaries, unless the context otherwise requires. ALL Allowance for Loan Losses Form 10-K Company's Annual Report on Form 10-K AOCI Accumulated other comprehensive income (loss), net ASC Accounting Standards Codification ASU Accounting Standards Update Bank Heritage Bank Basel III A comprehensive capital framework and rules for U.S. banking organizations approved by the Federal Reserve Board and the FDIC in 2013 BOLI Bank owned life insurance CDI Core Deposit Intangible CECL Current Expected Credit Loss Model CEO Chief Executive Officer CFO Chief Financial Officer CET1 Common equity tier 1 Company Heritage Financial Corporation DFI Division of Banks of the Washington State Department of Financial Institutions Dodd Frank Act Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 Economic Growth Act Economic Growth, Regulatory Relief and Consumer Protection Act Equity Plan Heritage Financial Corporation 2014 Omnibus Equity Plan Exchange Act Securities Exchange Act of 1934, as amended FASB Financial Accounting Standards Board FDIC Federal Deposit Insurance Corporation Federal Reserve Board of Governors of the Federal Reserve System Federal Reserve Bank Federal Reserve Bank of San Francisco FHLB Federal Home Loan Bank of Des Moines GAAP U.S. Generally Accepted Accounting Principles Heritage Heritage Financial Corporation LIBOR London Interbank Offering Rate LIHTC Low-Income Housing Tax Credit partnerships NMTC New Market Tax Credits OAEM Other Assets Especially Mentioned OCC Office of the Comptroller of the Currency PCI Purchased Credit Impaired; loans purchased with evidence of credit deterioration since origination for which it is probable that not all contractually required payments will be collected; accounted for under FASB ASC 310-30 Plan Heritage Financial Corporation 401(k) Profit Sharing Plan and Trust Premier Merger Merger with Premier Commercial Bancorp & Premier Community Bank completed July 2, 2018
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