CVB Financial (CVBF) 10-Q 2019 Q3 Quarterly report

0000354647 cvbf:DairyLivestockAndAgribusinessMember 2018-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 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 September 30, 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:

000-10140

CVB FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

California	95-3629339
(State or other jurisdiction of	(I.R.S. Employer
Incorporation or organization)	Identification No.)
701 North Haven Ave., Suite 350
Ontario, California	91764
(Address of principal executive offices)	(Zip Code)

(909)

980-4030

(Registrant’s telephone number,

including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, No Par Value	CVBF	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 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, accelerated filer,

non-accelerated

filer or smaller reporting company, or emerging growth company. See definition 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	☐
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 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

☒​​​​​​​

Number of shares of common stock of the registrant: 140,106,948 outstanding as of October 31, 2019.

 

TABLE OF CONTENTS

PART I –	FINANCIAL INFORMATION (UNAUDITED)	3
ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	5
	NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	10
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	41
	CRITICAL ACCOUNTING POLICIES	41
	OVERVIEW	41
	ANALYSIS OF THE RESULTS OF OPERATIONS	43
	ANALYSIS OF FINANCIAL CONDITION	53
	ASSET/LIABILITY AND MARKET RISK MANAGEMENT	69
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	71
ITEM 4.	CONTROLS AND PROCEDURES	71
PART II –	OTHER INFORMATION	72
ITEM 1.	LEGAL PROCEEDINGS	72
ITEM 1A.	RISK FACTORS	72
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	73
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	73
ITEM 4.	MINE SAFETY DISCLOSURES	73
ITEM 5.	OTHER INFORMATION	73
ITEM 6.	EXHIBITS	73
SIGNATURES		74

2

PART I – FINANCIAL INFORMATION (UNAUDITED)

GENERAL

Cautionary Note Regarding Forward-Looking Statements

Certain matters set forth herein (including the exhibits hereto) constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including forward-looking statements relating to the Company’s current business plans and expectations and our future financial position and operating results. Words such as “will likely result”, “aims”, “anticipates”, “believes”, “could”, “estimates”, “expects”, “hopes”, “intends”, “may”, “plans”, “projects”, “seeks”, “should”, “will”, “strategy”, “possibility”, and variations of these words and similar expressions help to identify these forward-looking statements, which involve risks and uncertainties. These forward-looking statements are subject to risks and uncertainties that could cause actual results, performance and/or achievements to differ materially from those projected. These risks and uncertainties include, but are not limited to:

• local, regional, national and international economic and market conditions and political events and the impact they may have on us, our customers and our assets and liabilities;

• our ability to attract deposits and other sources of funding or liquidity;

• supply and demand for commercial or residential real estate and periodic deterioration in real estate prices and/or values in California or other states where we lend;

• a sharp or prolonged slowdown or decline in real estate construction, sales or leasing activities;

• changes in the financial performance and/or condition of our borrowers, depositors, key vendors or counterparties;

• changes in our levels of delinquent loans, nonperforming assets, allowance for loan losses and charge-offs;

• the costs or effects of mergers, acquisitions or dispositions we may make, including the 2018 merger of Community Bank with and into Citizens Business Bank, whether we are able to obtain any required governmental approvals in connection with any such mergers, acquisitions or dispositions, and/or our ability to realize the contemplated financial or business benefits or cost savings associated with any such mergers, acquisitions or dispositions;

• the effect of changes in laws, regulations and applicable judicial decisions (including laws, regulations and judicial decisions concerning financial reforms, taxes, bank capital levels, allowance for loan losses, consumer, commercial or secured lending, securities and securities trading and hedging, bank operations, compliance, fair lending, the Community Reinvestment Act, employment, executive compensation, insurance, cybersecurity, vendor management and information security technology) with which we and our subsidiaries must comply or believe we should comply or which may otherwise impact us;

• the effects of additional legal and regulatory requirements to which we have or will become subject as a result of our total assets exceeding $10 billion, which first occurred in the third quarter of 2018 due to the closing of our merger transaction with Community Bank;

• changes in estimates of future reserve requirements and minimum capital requirements based upon the periodic review thereof under relevant regulatory and accounting standards, including changes in the Basel Committee framework establishing capital standards for bank credit, operations and market risks;

• the accuracy of the assumptions and estimates and the absence of technical error in implementation or calibration of models used to estimate the fair value of financial instruments or currently expected credit losses or delinquencies;

• the sensitivity of our assets and liabilities to changes in market interest rates, or our current allowance for loan losses;

• inflation, changes in market interest rates, securities market and monetary fluctuations;

• changes in government-established interest rates, reference rates (including the anticipated phase-out of LIBOR) or monetary policies;

• changes in the amount, cost and availability of deposit insurance;

• disruptions in the infrastructure that supports our business and the communities where we are located, which are concentrated in California, involving or related to physical site access and/or communication facilities; cyber incidents or theft or loss of Company or customer data or money; political developments, uncertainties or instability, catastrophic events, acts of war or terrorism, or natural disasters, such as earthquakes, drought, the effects of pandemic diseases, climate changes, extreme weather events, that may affect electrical, environmental, computer servers, and communications or other services or facilities we use, or that may affect our customers, employees or third parties with whom we conduct business;

• our timely development and implementation of new banking products and services and the perceived overall value of these products and services by customers and potential customers;

• the Company’s relationships with and reliance upon outside vendors with respect to certain of the Company’s key internal and external systems, applications and controls;

3

• changes in commercial or consumer spending, borrowing and savings preferences or behaviors;

• technological changes and the expanding use of technology in banking and financial services (including the adoption of mobile banking, funds transfer applications, electronic marketplaces for loans, blockchain technology and other banking products, systems or services);

• our ability to retain and increase market share, retain and grow customers and control expenses;

• changes in the competitive environment among banks and other financial services and technology providers;

• competition and innovation with respect to financial products and services by banks, financial institutions and non-traditional providers including retail businesses and technology companies;

• volatility in the credit and equity markets and its effect on the general economy or local or regional business conditions or on the Company’s assets, liabilities, or customers;

• fluctuations in the price of the Company’s common stock or other securities, and the resulting impact on the Company’s ability to raise capital or make acquisitions;

• the effect of changes in accounting policies and practices, as may be adopted from time-to-time by the regulatory agencies, as well as by the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters;

• changes in our organization, management, compensation and benefit plans, and our ability to retain or expand our workforce, management team and/or our board of directors;

• our ability to identify suitable and qualified replacements for any of our executive officers who may leave their employment with us, including our Chief Executive Officer;

• the costs and effects of legal, compliance and regulatory actions, changes and developments, including the initiation and resolution of legal proceedings (including any securities, bank operations, consumer or employee class action litigation);

• regulatory or other governmental inquiries or investigations, and/or the results of regulatory examinations or reviews;

• our ongoing relations with our various federal and state regulators, including the SEC, Federal Reserve Board, FDIC and California DBO;

• our success at managing the risks involved in the foregoing items; and

• all other factors set forth in the Company’s public reports, including its Annual Report on Form 10-K for the year ended December 31, 2018, and particularly the discussion of risk factors within that document.

The Company does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements, except as required by law. Any statements about future operating results, such as those concerning accretion and dilution to the Company’s earnings or shareholders, are for illustrative purposes only, are not forecasts, and actual results may differ.

4

ITEM 1.     CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CVB FINANCIAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share amounts)

(Unaudited)

	September 30,   2019			December 31,   2018
Assets
Cash and due from banks	$	222,248		$	144,008
Interest-earning balances due from Federal Reserve		215,300			19,940
Total cash and cash equivalents		437,548			163,948
Interest-earning balances due from depository institutions		5,673			7,670
Investment securities available-for-sale, at fair value (with amortized cost of $1,549,406 at September30, 2019, and $1,757,666 at December 31, 2018)		1,570,406			1,734,085
Investment securities held-to-maturity (with fair value of $711,891 at September 30, 2019, and $721,537 at December 31, 2018)		703,953			744,440
Total investment securities		2,274,359			2,478,525
Investment in stock of Federal Home Loan Bank (FHLB)		17,688			17,688
Loans and lease finance receivables		7,494,451			7,764,611
Allowance for loan losses		(68,672	)		(63,613	)
Net loans and lease finance receivables		7,425,779			7,700,998
Premises and equipment, net		53,256			58,193
Bank owned life insurance (BOLI)		224,841			220,758
Accrued interest receivable		27,244			30,649
Intangibles		45,446			53,784
Goodwill		663,707			666,539
Other real estate owned (OREO)		9,450			420
Income taxes		44,630			62,174
Other assets		103,141			67,807
Total assets	$	11,332,762		$	11,529,153
Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Noninterest-bearing	$	5,385,104		$	5,204,787
Interest-bearing		3,409,226			3,622,703
Total deposits		8,794,330			8,827,490
Customer repurchase agreements		407,850			442,255
Other borrowings		4,914			280,000
Deferred compensation		22,334			20,033
Junior subordinated debentures		25,774			25,774
Other liabilities		110,667			82,411
Total liabilities		9,365,869			9,677,963
Commitments and Contingencies
Stockholders’ Equity
Common stock, authorized, 225,000,000 shares without par; issued and outstanding 140,157,063 at September 30, 2019, and 140,000,017 at December 31, 2018		1,298,138			1,293,669
Retained earnings		656,659			575,805
Accumulated other comprehensive income (loss), net of tax		12,096			(18,284	)
Total stockholders’ equity		1,966,893			1,851,190
Total liabilities and stockholders’ equity	$	11,332,762		$	11,529,153

See accompanying notes to the unaudited condensed consolidated financial statements.

5

CVB FINANCIAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME

(Dollars in thousands, except per share amounts)

(Unaudited)

	For the Three Months Ended     September 30,						For the Nine Months Ended     September 30,
	2019			2018			2019			2018
Interest income:
Loans and leases, including fees	$	98,796		$	79,818		$	300,326		$	192,382
Investment securities:
Investment securities available-for-sale		9,222			11,521			29,985			35,086
Investment securities held-to-maturity		4,298			4,666			13,249			14,238
Total investment income		13,520			16,187			43,234			49,324
Dividends from FHLB stock		301			329			931			959
Interest-earning deposits with other institutions		946			304			1,140			1,475
Total interest income		113,563			96,638			345,631			244,140
Interest expense:
Deposits		4,589			2,967			12,553			6,041
Borrowings and customer repurchase agreements		568			606			3,555			1,396
Junior subordinated debentures		247			245			771			674
Total interest expense		5,404			3,818			16,879			8,111
Net interest income before provision for (recapture of) loan losses		108,159			92,820			328,752			236,029
Provision for (recapture of) loan losses		1,500			500			5,000			(1,500	)
Net interest income after provision for (recapture of) loan losses		106,659			92,320			323,752			237,529
Noninterest income:
Service charges on deposit accounts		4,833			4,295			15,039			12,431
Trust and investment services		2,330			2,182			6,964			6,738
Bankcard services		637			875			2,614			2,637
BOLI income		1,797			936			4,482			2,984
Gain on OREO, net		-			-			129			3,540
Gain on sale of building, net		-			-			4,545			-
Gain on eminent domain condemnation, net		-			-			5,685			-
Other		2,297			1,824			6,944			4,393
Total noninterest income		11,894			10,112			46,402			32,723
Noninterest expense:
Salaries and employee benefits		30,122			26,319			88,286			69,684
Occupancy and equipment		5,092			5,324			16,348			13,834
Professional services		1,688			1,154			5,653			4,374
Software licenses and maintenance		2,450			2,317			7,414			5,836
Marketing and promotion		1,517			1,134			4,149			3,638
Amortization of intangible assets		2,648			1,736			8,338			2,395
Acquisition related expenses		244			6,645			6,005			7,942
Other		3,774			4,251			13,474			11,377
Total noninterest expense		47,535			48,880			149,667			119,080
Earnings before income taxes		71,018			53,552			220,487			151,172
Income taxes		20,595			14,994			63,941			42,328
Net earnings	$	50,423		$	38,558		$	156,546		$	108,844
Other comprehensive income (loss):
Unrealized gain (loss) on securities arising during the period, before tax	$	5,423		$	(10,387	)	$	43,136		$	(49,155	)
Less: Reclassification adjustment for net gain on securities included in net income		(5	)		-			(5	)		-
Other comprehensive income (loss), before tax		5,418			(10,387	)		43,131			(49,155	)
Less: Income tax (expense) benefit related to items of other comprehensive income		(1,602	)		3,070			(12,751	)		14,532
Other comprehensive income (loss), net  of  tax		3,816			(7,317	)		30,380			(34,623	)
Comprehensive income	$	54,239		$	31,241		$	186,926		$	74,221
Basic earnings per common share	$	0.36		$	0.30		$	1.12		$	0.94
Diluted earnings per common share	$	0.36		$	0.30		$	1.12		$	0.94

See accompanying notes to the unaudited condensed consolidated financial statements.

6

CVB FINANCIAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Dollars and shares in thousands)

(Unaudited)

For the Three Months Ended September 30, 2019

	Common Shares Outstanding			Common Stock			Retained Earnings			Accumulated Other Comprehensive Income  (Loss)			Total
Balance, July 1, 2018		110,302		$	575,502		$	533,413		$	(25,498	)	$	1,083,417
Repurchase of common stock		(6	)		(151	)		-			-			(151	)
Issuance of common stock for acquisition of CommunityBank		29,842			722,767			-			-			722,767
Exercise of stock options		7			87			-			-			87
Shares issued pursuant to stock-based compensation plan		190			847			-			-			847
Cash dividends declared on common stock ($0.14 pershare)		-			-			(19,628	)		-			(19,628	)
Net earnings		-			-			38,558			-			38,558
Other comprehensive loss		-			-			-			(7,317	)		(7,317	)
Balance, September 30, 2018		140,335		$	1,299,052		$	552,343		$	(32,815	)	$	1,818,580
Balance, July 1, 2019		140,142		$	1,296,885		$	631,512		$	8,280		$	1,936,677
Repurchase of common stock		(34	)		(723	)		-			-			(723	)
Exercise of stock options		15			155			-			-			155
Shares issued pursuant to stock-based compensation plan		34			1,821			-			-			1,821
Cash dividends declared on common stock ($0.18 pershare)		-			-			(25,276	)		-			(25,276	)
Net earnings		-			-			50,423			-			50,423
Other comprehensive  income		-			-			-			3,816			3,816
Balance, September 30, 2019		140,157		$	1,298,138		$	656,659		$	12,096		$	1,966,893

For the Nine Months Ended September 30, 2019	Common Shares Outstanding			Common Stock			Retained Earnings			Accumulated Other Comprehensive Income  (Loss)			Total
Balance, January 1, 2018		110,185		$	573,453		$	494,361		$	1,452		$	1,069,266
Cumulative adjustment upon adoption of ASU 2018-02		-			-			(356	)		356			-
Repurchase of common stock		(42	)		(988	)		-			-			(988	)
Issuance of common stock for acquisition of Community Bank		29,842			722,767			-			-			722,767
Exercise of stock options		145			1,504			-			-			1,504
Shares issued pursuant to stock-based compensation plan		205			2,316			-			-			2,316
Cash dividends declared on common stock ($0.42 pershare)		-			-			(50,506	)		-			(50,506	)
Net earnings		-			-			108,844			-			108,844
Other comprehensive lo s s		-			-			-			(34,623	)		(34,623	)
Balance, September 30, 2018		140,335		$	1,299,052		$	552,343		$	(32,815	)	$	1,818,580
Balance, January 1, 2019		140,000		$	1,293,669		$	575,805		$	(18,284	)	$	1,851,190
Repurchase of common stock		(70	)		(1,535	)		-			-			(1,535	)
Exercise of stock options		160			2,212			-			-			2,212
Shares issued pursuant to stock-based compensation plan		67			3,792			-			-			3,792
Cash dividends declared on common stock ($0.54 pershare)		-			-			(75,692	)		-			(75,692	)
Net earnings		-			-			156,546			-			156,546
Other comprehensive income		-			-			-			30,380			30,380
Balance, September 30, 2019		140,157		$	1,298,138		$	656,659		$	12,096		$	1,966,893

See accompanying notes to the unaudited condensed consolidated financial statements.

7

CVB FINANCIAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	For the Nine Months Ended September 30,
	2019			2018
Cash Flows from Operating Activities
Interest and dividends received	$	331,953		$	245,842
Service charges and other fees received		31,441			26,107
Interest paid		(16,155	)		(8,642	)
Net cash paid to vendors, employees and others		(140,482	)		(110,799	)
Income taxes		(59,347	)		(35,879	)
Payments to FDIC, loss share agreement		-			(65	)
Net cash provided by operating activities		147,410			116,564
Cash Flows from Investing Activities
Proceeds from redemption of FHLB stock		-			17,250
Net change in interest-earning balances from depository institutions		1,997			11,934
Proceeds from sale of investment securities held-for-sale		152,644			716,996
Proceeds from repayment of investment securities available-for-sale		268,766			296,922
Proceeds from maturity of investment securities available-for-sale		6,059			20,260
Purchases of investment securities available-for-sale		(225,416	)		(98,709	)
Proceeds from repayment and maturity of investment securities held-to-maturity		81,001			67,861
Purchases of investment securities held-to-maturity		(42,917	)		-
Net increase in equity investments		(3,511	)		(24,054	)
Net decrease (increase) in loan and lease finance receivables		289,490			(6,806	)
Proceeds on eminent domain condemnation, net		5,685			-
Proceeds from sale of building, net		5,487			-
Purchase of premises and equipment		(3,061	)		(3,483	)
Proceeds from BOLI death benefit		1,509			882
Proceeds from sales of other real estate owned		523			8,067
Cash acquired from acquisition, net of cash paid		-			(132,918	)
Net cash provided by investing activities		538,256			874,202
Cash Flows from Financing Activities
Net increase (decrease) in other deposits		37,061			(241,934	)
Net decrease in time deposits		(70,221	)		(65,079	)
Repayment of FHLB advances		-			(297,571	)
Net decrease in other borrowings		(275,086	)		(136,000	)
Net decrease in customer repurchase agreements		(34,405	)		(154,296	)
Cash dividends on common stock		(70,092	)		(46,304	)
Repurchase of common stock		(1,535	)		(988	)
Proceeds from exercise of stock options		2,212			1,504
Net cash used in financing activities		(412,066	)		(940,668	)
Net increase in cash and cash equivalents		273,600			50,098
Cash and cash equivalents, beginning of period		163,948			144,377
Cash and cash equivalents, end of period	$	437,548		$	194,475

See accompanying notes to the unaudited condensed consolidated financial statements.

8

CVB FINANCIAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Dollars in thousands)

(Unaudited)

	For the Nine Months Ended September 30,
	2019			2018
Reconciliation of Net Earnings to Net Cash Provided by Operating Activities
Net earnings	$	156,546		$	108,844
Adjustments to reconcile net earnings to net cash provided by operating activities:
Gain on sale of investment securities, net		(5	)		-
Gain on eminent domain condemnation, net		(5,685	)		-
Gain on sale of building, net		(4,545	)		-
Gain on sale of other real estate owned		(105	)		(3,540	)
Increase in BOLI		(5,592	)		(3,053	)
Net amortization of premiums and discounts on investment securities		7,593			10,661
Accretion of discount for acquired loans, net		(22,369	)		(6,889	)
Provision for (recapture of) loan losses		5,000			(1,500	)
Payments to FDIC, loss share agreement		-			(65	)
Stock-based compensation		3,792			2,316
Depreciation and amortization, net		16,993			4,146
Change in other assets and liabilities		(4,213	)		5,644
Total adjustments		(9,136	)		7,720
Net cash provided by operating activities	$	147,410		$	116,564
Supplemental Disclosure of Non-cash Investing Activities
Transfer of loans to other real estate owned	$	9,450		$	420
Issuance of common stock for acquisition	$	-		$	722,767

See accompanying notes to the unaudited condensed consolidated financial statements.

9

CVB FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BUSINESS

The condensed consolidated financial statements include CVB Financial Corp. (referred to herein on an unconsolidated basis as “CVB” and on a consolidated basis as “we,” “our” or the “Company”) and its wholly owned subsidiary, Citizens Business Bank (the “Bank” or “CBB”), after elimination of all intercompany transactions and balances. The Company has 1 inactive subsidiary, Chino Valley Bancorp. The Company is also the common stockholder of CVB Statutory Trust III. CVB Statutory Trust III was created in January 2006 to issue trust preferred securities in order to raise capital for the Company. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation, this trust does not meet the criteria for consolidation.

The Company’s primary operations are related to traditional banking activities. This includes the acceptance of deposits and the lending and investing of money through the operations of the Bank. The Bank also provides trust and investment-related services to customers through CitizensTrust. The Bank’s customers consist primarily of small to

mid-sized

businesses and individuals located in the Inland Empire, Los Angeles County, Orange County, San Diego County, Ventura County, Santa Barbara County, and the Central Valley area of California. The Bank operates 58 banking centers and 3 trust office locations. The Company is headquartered in the city of Ontario, California.

On August 10, 2018, we completed the acquisition of Community Bank (“CB”), headquartered in Pasadena, California with 16 banking centers located throughout the greater Los Angeles and Orange County areas and total assets of approximately $4.09 billion. Our condensed consolidated financial statements for 2018 include CB operations, post-merger. See Note 4 –

Business Combinations

, included herein.

2. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements and notes thereto have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for Form

10-Q

and conform to practices within the banking industry and include all of the information and disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments), which are necessary for a fair presentation of financial results for the interim periods presented. The results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the results for the full year. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements, accounting policies and financial notes thereto included in the Company’s Annual Report on Form

10-K

for the fiscal year ended December 31, 2018, filed with the SEC. A summary of the significant accounting policies consistently applied in the preparation of the accompanying unaudited condensed consolidated financial statements follows.

Reclassification

— Certain amounts in the prior periods’ unaudited condensed consolidated financial statements and related footnote disclosures have been reclassified to conform to the current presentation with no impact on previously reported net income or stockholders’ equity. 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Except as discussed below, our accounting policies are described in Note 3 —

Summary of Significant Accounting Policies

, of our audited consolidated financial statements included in our Annual Report on Form

10-K

for the year ended December 31, 2018 as filed with the SEC (“Form

10

-K”).

Use of Estimates in the Preparation of Financial Statements

— The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. A material estimate that is particularly susceptible to significant change in the near term relates to the determination of the allowance for loan losses. Other significant estimates, which may be subject to change, include fair value determinations and disclosures, impairment of investments, goodwill, loans, as well as valuation of deferred tax assets.

10

Adoption of New Accounting Standards

— In August 2017, the FASB issued ASU No.

 2017-12,

“Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” ASU

2017-12

changes the recognition and presentation requirements of hedge accounting and makes certain targeted improvements to simplify the application of the hedge accounting guidance in current GAAP. The amendments in this ASU better align an entity’s financial reporting and risk management activities for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. To meet that objective, the amendments expand and refine hedge accounting for both

non-financial

and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. ASU No.

 2017-12

is effective for interim and annual reporting periods beginning after December 15, 2018; early adoption is permitted. The Company currently does not designate any derivative financial instruments as qualifying hedging relationships, and therefore, does not utilize hedge accounting. The Company adopted this ASU and it did not have a material impact on the Company’s consolidated financial statements.

In June 2018, the FASB issued ASU No.

 2018-07,

“Compensation – Stock Compensation (Topic 718): Improvements to Nonemployees Share-Based Accounting.” The intention of ASU

2018-07

is to expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. These share-based payments will now be measured at grant-date fair value of the equity instrument issued. Upon adoption, only liability-classified awards that have not been settled and equity-classified awards for which a measurement date has not been established should be

re-measured

through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. ASU

2018-07

is effective for fiscal years beginning after December 15, 2018 and is applied retrospectively. The Company adopted this ASU and it did not have a material impact on the Company’s consolidated financial statements.

In February 2016, FASB issued ASU No.

 2016-02,

“Leases (Topic 842)

.

” ASU

2016-02

establishes a

right-of-use

(“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. In July 2018, the FASB issued ASU

2018-10,

“Codification Improvements to Topic 842, Leases

,

” which clarifies and corrects errors in ASC 842. The effective date and transition requirements of ASU

2018-10

are the same as the effective date and transition requirements of

2016-02.

In July 2018, the FASB issued ASU No.

 2018-11,

“Leases (Topic 842): Targeted Improvements

,

” which creates a new optional transition method for implementing the new standard on leases, ASU No.

 2016-02,

and provides lessors with a practical expedient for separating lease and

non-lease

components. Specifically, under the amendments in ASU

2018-11:

(1) the transition option allows entities to not apply the new leases standard in the comparative periods presented when transitioning to the new accounting standard for leases, and (2) lessors may elect not to separate lease and

non-lease

components when certain conditions are met. The amendments have the same effective date as ASU

2016-02.

Practical Expedients

to Topic 842, Leases

— The Company elected several practical expedients made available by the FASB. The Company elected not to restate comparative financial statements upon adoption of the new accounting standard. In addition, the Company elected the package of practical expedients whereby the Company did not reassess (i) whether existing contracts are, or contain, leases. and (ii) lease classification for existing leases. Lastly, the Company elected not to separate lease and

non-lease

components in determining the consideration in the lease agreement.

The Company’s leasing portfolio consists of real estate leases, which are used primarily for the banking operations of the Company. All leases in the current portfolio have been classified as operating leases, although this may change in the future. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. The adoption of this ASU during the first quarter of 2019 did not have a material impact on the Company’s consolidated financial statements. At adoption, the Company recognized a lease liability and a corresponding ROU asset of approximately $20 million on the consolidated balance sheet related to its future lease payments as a lessee under operating leases. See Note 13

—

Leases

for more information.

Operating lease ROU assets and lease liabilities are included in

other assets

and

other liabilities

, respectively, on the

Company’s

consolidated balance sheet. The Company uses its incremental borrowing rate, factoring in the lease term, to determine the lease liability, which is measured at the present value of future lease payments. The ROU asset, at adoption of this ASU, was recorded at the amount of the lease liability plus any prepaid rent and initial direct costs, less any lease incentives and accrued rent. The lease terms include periods covered by options to extend or terminate the lease depending on whether the Company is reasonably certain to exercise such options.

1

1

Recent Accounting Pronouncements

— In June 2016, the FASB issued ASU No.

 2016-13,

“Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The standard will replace the current “incurred loss” approach with an “expected loss” model. The new model, referred to as the Current Expected Credit Loss (“CECL”) model, will apply to: (1) financial assets subject to credit losses and measured at amortized cost, and (2) certain

off-balance

sheet credit exposures. This includes, but is not limited to, loans, leases,

held-to-maturity

securities, loan commitments, and financial guarantees. The CECL model does not apply to AFS debt securities. For AFS debt securities with unrealized losses, entities will measure credit impairment in a manner similar to what they do today, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. As a result, entities will recognize improvements to estimated credit losses immediately in earnings rather than as interest income over time, as they do today. ASU No.

 2016-13

is effective for interim and annual reporting periods beginning after December 15, 2019. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (i.e., modified retrospective approach). The Company is currently evaluating the impact of adoption of this ASU on its consolidated financial statements.

We have determined a

methodology 

and

portfolio segmentation,

based on

data quality and availability. The Company continues to update

and validate its

assumptions and models, as appropriate.

In January 2017, the FASB issued ASU No.

 2017-04,

“Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” ASU

2017-04

eliminates the second step in the goodwill impairment test

that

requires an entity to determine the implied fair value of the reporting unit’s goodwill. Instead, an entity should recognize an impairment loss if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill allocated to the reporting unit. The standard will be effective for the Company beginning January 1, 2020, with early adoption permitted for goodwill impairment tests performed after January 1, 2017. The Company does not expect this ASU to have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU No.

 2018-13,

“Fair Value Measurement (Topic 820): Disclosure Framework

 - 

Changes to the Disclosure Requirements for Fair Value Measurement.” This ASU eliminates, adds and modifies certain disclosure requirements for fair value measurements. Among the changes, entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU No.

 2018-13

is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption is permitted. Entities may early adopt any eliminated or modified disclosure requirements and delay adoption of the additional disclosure requirements until their effective date. The Company does not expect this ASU to have a material impact on the Company’s consolidated financial statements.

1

2

4. BUSINESS COMBINATIONS

Community Bank Acquisition

On August 10, 2018, the Company completed the acquisition of CB, headquartered in Pasadena, California. The Company acquired all of the assets and assumed all of the liabilities of CB for $180.7 million in cash and $722.8 million in stock. As a result, CB was merged with the Bank, the principal subsidiary of CVB. The primary reason for the acquisition was to further strengthen the Company’s presence in Southern California. At close, CB had 16 banking centers located throughout the greater Los Angeles and Orange County areas. The systems integration of CB and CBB was completed in November 2018. The consolidation of banking centers was completed during the second quarter of 2019, in which 4

additional banking centers that were in close proximity were consolidated. For the first six months of 2019, a total of 10 banking centers were consolidated, including 9 former CB centers.

The assets acquired and liabilities assumed have been accounted for under the acquisition method of accounting. The assets and liabilities, both tangible and intangible, were recorded at their estimated fair values as of the August 10, 2018 acquisition date.

The purchase price allocation was finalized in the second quarter of 2019.

The change in goodwill resulted from finalizing the fair value of impaired loans. The application of the acquisition method of accounting resulted in the recognition of goodwill of $547.1 million and a core deposit intangible (“CDI”) of $52.2 million, or 2.26% of core deposits. Goodwill represents the excess purchase price over the fair value of the net assets acquired. Goodwill is not deductible for income tax purposes.

The table below summarizes the amounts recognized for the estimated fair value of assets acquired and the liabilities assumed as of the acquisition date.

 

	August 10, 2018
	(Dollars in thousands)
Merger Consideration
Cash paid	$	180,719
CVBF common stock issued		722,767
Total merger consideration			$	903,486
Identifiable net assets acquired, at fair value
Assets Acquired
Cash and cash equivalents		47,802
Investment securities		716,996
FHLB stock		17,250
Loans		2,738,100
Accrued interest receivable		7,916
Premises and equipment		14,632
BOLI		70,904
Core deposit intangible		52,200
Other assets		53,291
Total assets acquired				3,719,091
Liabilities assumed
Deposits		2,869,986
FHLB advances		297,571
Other borrowings		166,000
Other liabilities		29,192
Total liabilities assumed				3,362,749
Total fair value of identifiable net assets, at fair value				356,342
Goodwill			$	547,144

1

3

At the date of acquisition, the gross contractual loan amounts receivable, inclusive of all principal and interest, was approximately $3 billion. The Company’s best estimate of the contractual principal cash flows for loans not expected to be collected at the date of acquisition was approximately $4.5 million.

We have included the financial results of the business combination in the condensed consolidated statement of earnings and comprehensive income beginning on the acquisition date.

The Company incurred merger related expenses associated with the CB acquisition of $244,000 and $6.0 million for the three and nine months ended September 30, 2019, respectively, and $6.6 million and $7.9 million for the three and nine months ended September 30, 2018, respectively.

For illustrative purposes only, the following table presents certain unaudited pro forma information for the three and nine months ended September 30, 2018. This unaudited estimated pro forma financial information was calculated as if CB had been acquired as of the beginning of the year prior to the date of acquisition. This unaudited pro forma information combines the historical results of CB with the Company’s consolidated historical results and includes certain adjustments reflecting the estimated impact of certain fair value adjustments for the respective periods. The pro forma information is not indicative of what would have occurred had the acquisition occurred as of the beginning of the year prior to the acquisition. The unaudited pro forma information does not consider any changes to the provision for credit losses resulting from recording loan assets at fair value, 

cost savings, or business synergies.

As a result, actual amounts would have differed from the unaudited pro forma information presented.

	Unaudited Pro Forma
	Three Months Ended		Nine Months Ended
	September 30, 2018
	(Dollars in thousands, except per share amounts)
Total revenues (net interest income plus noninterest income)	$	120,467	$	364,846
Net income	$	44,623	$	138,274
Earnings per share - basic	$	0.32	$	0.99
Earnings per share - diluted	$	0.32	$	0.99

1

4

5. INVESTMENT SECURITIES

The amortized cost and estimated fair value of investment securities are summarized below. The majority of securities held are

available-for-sale

securities with fair value based on quoted prices for similar assets in active markets or quoted prices for identical assets in markets that are not active. Estimated fair values were obtained from an independent pricing service based upon market quotes.

	September 30, 2019
	Amortized    Cost		Gross    Unrealized    Holding Gain		Gross    Unrealized    Holding Loss			Fair Value		Total Percent
	(Dollars in thousands)
Investment securities available-for-sale:
Residential mortgage-backed securities	$	1,127,395	$	20,105	$	(1,341	)	$	1,146,159		72.99	%
CMO/REMIC - residential		381,615		1,649		(336	)		382,928		24.38	%
Municipal bonds		39,564		924		(1	)		40,487		2.58	%
Other securities		832		-		-			832		0.05	%
Total available-for-sale securities	$	1,549,406	$	22,678	$	(1,678	)	$	1,570,406		100.00	%
Investment securities held-to-maturity:
Government agency/GSE	$	123,917	$	3,238	$	(170	)	$	126,985		17.60	%
Residential mortgage-backed securities		172,919		2,624		(3	)		175,540		24.56	%
CMO		204,263		76		(1,467	)		202,872		29.02	%
Municipal bonds		202,854		4,198		(558	)		206,494		28.82	%
Total held-to-maturity securities	$	703,953	$	10,136	$	(2,198	)	$	711,891		100.00	%
	December 31, 2018
	Amortized    Cost		Gross    Unrealized    Holding Gain		Gross    Unrealized    Holding Loss			Fair Value		T otal Percent
	(Dollars in thousands)
Investment securities available-for-sale:
Residential mortgage-backed securities	$	1,494,106	$	1,348	$	(20,946	)	$	1,474,508		85.03	%
CMO/REMIC - residential		217,223		353		(3,525	)		214,051		12.34	%
Municipal bonds		45,621		332		(1,143	)		44,810		2.59	%
Other securities		716		-		-			716		0.04	%
Total available-for-sale securities	$	1,757,666	$	2,033	$	(25,614	)	$	1,734,085		100.00	%
Investment securities held-to-maturity:
Government agency/GSE	$	138,274	$	572	$	(2,622	)	$	136,224		18.57	%
Residential mortgage-backed securities		153,874		-		(3,140	)		150,734		20.67	%
CMO		215,336		-		(12,081	)		203,255		28.93	%
Municipal bonds		236,956		556		(6,188	)		231,324		31.83	%
Total held-to-maturity securities	$	744,440	$	1,128	$	(24,031	)	$	721,537		100.00	%

1

5

The following table provides information about the amount of interest income earned on investment securities which is fully taxable and which is exempt from regular federal income tax.

	For the Three Months Ended     September 30,				For the Nine Months Ended     September 30,
	2019		2018		2019		2018
	(Dollars in thousands)
Investment securities available-for-sale:
Taxable	$	8,949	$	11,126	$	29,079	$	33,861
Tax-advantaged		273		395		906		1,225
Total interest income from available-for-sale securities		9,222		11,521		29,985		35,086
Investment securities held-to-maturity:
Taxable		2,883		2,961		8,725		8,887
Tax-advantaged		1,415		1,705		4,524		5,351
Total interest income from held-to-maturity securities		4,298		4,666		13,249		14,238
Total interest income from investment securities	$	13,520	$	16,187	$	43,234	$	49,324

Approximately

89

% of the total investment securities portfolio at September 30, 2019 represents securities issued by the U.S. government or U.S. government-sponsored enterprises, with the implied guarantee of payment of principal and interest.

The tables below show the Company’s investment securities’ gross unrealized losses and fair value by investment category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2019 and December 31, 2018. Management has reviewed individual securities to determine whether a decline in fair value below the amortized cost basis is other-than-temporary. The unrealized losses on these securities were primarily attributed to changes in interest rates. The issuers of these securities have not, to our knowledge, evidenced any cause for default on these securities. These securities have fluctuated in value since their purchase dates as market

interest 

rates have fluctuated. However, we have the ability and the intention to hold these securities until their fair values recover to cost or maturity. As such, management does not deem these securities to be other-than-temporarily-

i

mpaired (“OTTI”). 

	September 30, 2019
	Less Than 12 Months					12 Months or Longer					Total
	Fair Value		Gross Unrealized Holding Losses			Fair Value		Gross Unrealized Holding Losses			Fair Value		Gross Unrealized Holding Losses
	(Dollars in thousands)
Investment securities available-for-sale:
Residential mortgage-backed securities	$	2	$	-		$	127,904	$	(1,341	)	$	127,906	$	(1,341	)
CMO/REMIC - residential		122,595		(156	)		39,498		(180	)		162,093		(336	)
Municipal bonds		-		-			564		(1	)		564		(1	)
Total available-for-sale securities	$	122,597	$	(156	)	$	167,966	$	(1,522	)	$	290,563	$	(1,678	)
Investment securities held-to-maturity:
Government agency/GSE	$	-	$	-		$	19,923	$	(170	)	$	19,923	$	(170	)
Residential mortgage-backed securities		5,021		(3	)		-		-			5,021		(3	)
CMO		-		-			178,297		(1,467	)		178,297		(1,467	)
Municipal bonds		3,037		(5	)		32,217		(553	)		35,254		(558	)
Total held-to-maturity securities	$	8,058	$	(8	)	$	230,437	$	(2,190	)	$	238,495	$	(2,198	)

1

6

	December 31, 2018
	Less Than 12 Months					12 Months or Longer					Total
	Fair Value		Gross Unrealized Holding Losses			Fair Value		Gross Unrealized Holding Losses			Fair Value		Gross Unrealized Holding Losses
	(Dollars in thousands)
Investment securities available-for-sale:
Residential mortgage-backed securities	$	692,311	$	(4,864	)	$	593,367	$	(16,082	)	$	1,285,678	$	(20,946	)
CMO/REMIC - residential		36,582		(365	)		135,062		(3,160	)		171,644		(3,525	)
Municipal bonds		9,568		(188	)		14,181		(955	)		23,749		(1,143	)
Total available-for-sale securities	$	738,461	$	(5,417	)	$	742,610	$	(20,197	)	$	1,481,071	$	(25,614	)
Investment securities held-to-maturity:
Government agency/GSE	$	7,479	$	(15	)	$	54,944	$	(2,607	)	$	62,423	$	(2,622	)
Residential mortgage-backed securities		59,871		(484	)		90,863		(2,656	)		150,734		(3,140	)
CMO		-		-			203,254		(12,081	)		203,254		(12,081	)
Municipal bonds		70,989		(778	)		77,723		(5,410	)		148,712		(6,188	)
Total held-to-maturity securities	$	138,339	$	(1,277	)	$	426,784	$	(22,754	)	$	565,123	$	(24,031	)

At September 30, 2019 and December 31, 2018, investment securities having a carrying value of approximately $1.46 billion and $1.66 billion, respectively, were pledged to secure public deposits, short and long-term borrowings, and for other purposes as required or permitted by law.

The amortized cost and fair value of debt securities at September 30, 2019, by contractual maturity, are shown in the table below. Although mortgage-backed and CMO/REMIC securities have contractual maturities through 205

8

, expected maturities will differ from contractual maturities because borrowers may have the right to prepay such obligations without penalty. Mortgage-backed and CMO/REMIC securities are included in maturity categories based upon estimated average lives which incorporate estimated prepayment speeds.

	September 30, 2019
	Available-for-sale				Held-to-maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(Dollars in thousands)
Due in one year or less	$	12,278	$	12,426	$	500	$	500
Due after one year through five years		1,345,036		1,364,026		327,802		328,561
Due after five years through ten years		171,657		173,033		161,463		163,676
Due after ten years		20,435		20,921		214,188		219,154
Total investment securities	$	1,549,406	$	1,570,406	$	703,953	$	711,891

The investment in FHLB stock is periodically evaluated for impairment based on, among other things, the capital adequacy of the FHLB and its overall financial condition.

NaN

impairment losses have been recorded through September 30, 2019.

1

7

6. LOANS AND LEASE FINANCE RECEIVABLES AND ALLOWANCE FOR LOAN LOSSES

Prior to April 1, 2019, our loans and lease finance receivables consisted of purchase credit impaired (“PCI”) loans associated with the acquisition of San Joaquin Bank (SJB”) on October 16, 2009, and loans and lease finance receivables excluding PCI loans

(“Non-PCI

loans”). The PCI loans are more fully discussed in Note 3 –

Summary of Significant Accounting Policies

, included in our Annual Report on Form

10-K

for the year ended December 31, 2018. At September 30, 2019 and December 31, 2018, the remaining discount associated with the PCI loans was zero and our total gross PCI loan portfolio represented less than 0.2% of total gross loans and leases at September 30, 2019 and December 31, 2018.

Beginning with June

 30, 2019, PCI loans were accounted for and combined with

Non-PCI

loans and were reflected in total loans and lease finance receivables.

The following table provides a summary of the Company’s total loans and lease finance receivables by type.

	September 30, 2019			December 31, 2018
	Total Loans and Leases			Non-PCI  Loans and Leases			PCI Loans			Total Loans and Leases
	(Dollars in thousands)
Commercial and industrial	$	921,678		$	1,002,209		$	519		$	1,002,728
SBA		319,571			350,043			1,258			351,301
Real estate:
Commercial real estate		5,375,668			5,394,229			14,407			5,408,636
Construction		119,931			122,782			-			122,782
SFR mortgage		278,644			296,504			145			296,649
Dairy & livestock and agribusiness		311,229			393,843			700			394,543
Municipal lease finance receivables		54,468			64,186			-			64,186
Consumer and other loans		117,128			128,429			185			128,614
Gross loans		7,498,317			7,752,225			17,214			7,769,439
Less: Deferred loan fees, net		(3,866	)		(4,828	)		-			(4,828	)
Gross loans, net of deferred loan fees		7,494,451			7,747,397			17,214			7,764,611
Less: Allowance for loan losses		(68,672	)		(63,409	)		(204	)		(63,613	)
Total loans and lease finance receivables	$	7,425,779		$	7,683,988		$	17,010		$	7,700,998

As of September 30, 2019, 77.01% of the Company’s total gross loan portfolio consisted of real estate loans,

with commercial real estate loans representing

71.69% of

total loans

. Substantially all of the Company’s real estate loans and construction loans are secured by real properties located in California. As of September 30, 2019, $245.6 million, or 4.57% of the total commercial real estate loans included loans secured by farmland, compared to $231.0 million, or 4.27%, at December 31, 2018. The loans secured by farmland included $130.4 million for loans secured by dairy & livestock land and $115.1 million for loans secured by agricultural land at September 30, 2019, compared to $126.9 million for loans secured by dairy & livestock land and $104.1 million for loans secured by agricultural land at December 31, 2018. As of September 30, 2019, dairy & livestock and agribusiness loans of $311.2 million were comprised of $251.3 million for dairy & livestock loans and $60.0 million for agribusiness loans, compared to $340.5 million for dairy & livestock loans and $54.0 million for agribusiness loans at December 31, 2018.

At September 30, 2019, the Company held approximately $3.83 billion of total fixed rate loans.

At September 30, 2019 and December 31, 2018, loans totaling $5.91 billion and $5.71 billion, respectively, were pledged to secure the borrowings and available lines of credit from the FHLB and the Federal Reserve Bank.

There were 0 outstanding loans

held-for-sale

as of September 30, 2019 and December 31, 2018.

1

8

Credit Quality Indicators

An important element of our approach to credit risk management is our loan risk rating system. The originating officer assigns each loan an initial risk rating, which is reviewed and confirmed or changed, as appropriate, by credit management. Approvals are made based upon the amount of inherent credit risk specific to the transaction and are reviewed for appropriateness by senior line and credit management personnel. Credits are monitored by line and credit management personnel for deterioration or improvement in a borrower’s financial condition, which would impact the ability of the borrower to perform under the contract. Risk ratings are adjusted as necessary.

Loans are risk rated into the following categories (Credit Quality Indicators): Pass, Special Mention, Substandard, Doubtful and Loss. Each of these groups is assessed for the proper amount to be used in determining the adequacy of our allowance for losses. These categories can be described as follows:

Pass — These loans, including loans on the Bank’s internal watch list, range from minimal credit risk to lower than average, but still acceptable, credit risk. Watch list loans usually require more than normal management attention. Loans on the watch list may involve borrowers with adverse financial trends, higher debt/equity ratios, or weaker liquidity positions, but not to the degree of being considered a defined weakness or problem loan where risk of loss may be apparent.

Special Mention — Loans assigned to this category have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in the deterioration of the repayment prospects for the asset or the Company’s credit position at some future date. Special mention assets are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification.

Substandard — Loans classified as substandard are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. Substandard loans are characterized by the distinct possibility that the Company will sustain some loss if deficiencies are not corrected.

Doubtful — Loans classified as doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or the liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

Loss — Loans classified as loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off this asset with insignificant value even though partial recovery may be affected in the future.

The following table summarizes loans by type, according to our internal risk ratings

as of

the

dates

presented.

	September 30, 2019
	Pass		Special Mention		Substandard (1)		Doubtful & Loss		Total
	(Dollars in thousands)
Commercial and industrial	$	892,865	$	24,456	$	4,357	$	-	$	921,678
SBA		296,127		13,764		9,680		-		319,571
Real estate:
Commercial real estate
Owner occupied		1,987,168		83,305		22,618		-		2,093,091
Non-owner occupied		3,269,174		12,663		740		-		3,282,577
Construction
Speculative		105,636		-		-		-		105,636
Non-speculative		14,295		-		-		-		14,295
SFR mortgage		275,069		2,053		1,522		-		278,644
Dairy & livestock and agribusiness		247,554		43,585		20,090		-		311,229
Municipal lease finance receivables		53,998		470		-		-		54,468
Consumer and other loans		115,242		845		1,041		-		117,128
Total gross loans	$	7,257,128	$	181,141	$	60,048	$	-	$	7,498,317

(1) Includes $18.0 million of classified loans acquired from CB in the third quarter of 2018.

1

9

	December 31, 2018 (1)
	Pass		Special Mention		Substandard (2)		Doubtful & Loss		Total
	(Dollars in thousands)
Commercial and industrial	$	961,909	$	29,358	$	10,942	$	-	$	1,002,209
SBA		336,033		7,375		6,635		-		350,043
Real estate:
Commercial real estate
Owner occupied		2,008,169		95,841		13,980		-		2,117,990
Non-owner occupied		3,260,822		9,938		5,479		-		3,276,239
Construction
Speculative		118,233		-		-		-		118,233
Non-speculative		4,549		-		-		-		4,549
SFR mortgage		289,607		3,310		3,587		-		296,504
Dairy & livestock and agribusiness		350,044		34,586		9,213		-		393,843
Municipal lease finance receivables		63,650		536		-		-		64,186
Consumer and other loans		126,085		1,263		1,081		-		128,429
Total gross loans	$	7,519,101	$	182,207	$	50,917	$	-	$	7,752,225

(1) Excludes PCI loans of $17.2 million as of December 31, 2018, of which $15.8 million were rated pass, $1.2 million were rated special mention, $224,000 were rated substandard, and 0 were rated doubtful & loss.

(2) Includes $19.0 million of classified loans acquired from CB in the third quarter of 2018.

Allowance for Loan Losses (“ALLL”)

The Bank’s Audit and Director Loan Committees provide Board oversight of the ALL

L

process and approve the ALLL methodology on a quarterly basis.

Our methodology for assessing the appropriateness of the allowance is conducted on a regular basis and considers the Bank’s overall loan portfolio. Refer to Note 3 –

Summary of Significant Accounting Policies

of the 2018 Annual Report on Form

10-K

for the year ended December 31, 2018 for a more detailed discussion concerning the allowance for loan losses.

Management believes that the ALLL was appropriate at September 30, 2019 and December 31, 2018. No assurance can be given that economic conditions which adversely affect the Company’s service areas or other circumstances will not be reflected in increased provisions for loan losses in the future.

The following tables present the balance and activity related to the allowance for loan losses for

held-for-investment

loans by type for the periods presented.

	For the Three Months Ended September 30, 2019
	Ending Balance  June 30, 2019		Charge-offs			Recoveries		Provision for (Recapture of) Loan Losses			Ending Balance  September 30,2019
	(Dollars in thousands)
Commercial and industrial	$	7,857	$	-		$	94	$	287		$	8,238
SBA		1,119		(65	)		-		412			1,466
Real estate:
Commercial real estate		48,287		-			-		624			48,911
Construction		871		-			3		55			929
SFR mortgage		2,323		-			8		44			2,375
Dairy & livestock and agribusiness		5,341		-			-		88			5,429
Municipal lease finance receivables		726		-			-		(64	)		662
Consumer and other loans		608		(3	)		3		54			662
Total allowance for loan losses	$	67,132	$	(68	)	$	108	$	1,500		$	68,672

20

	For the Three Months Ended September 30, 2018
	Ending Balance June 30, 2018		Charge-offs			Recoveries		Provision for (Recapture of) Loan Losses			Ending Balance September 30, 2018
	(Dollars in thousands)
Commercial and industrial	$	6,970	$	-		$	44	$	477		$	7,491
SBA		841		(257	)		5		369			958
Real estate:
Commercial real estate		42,597		-			-		(1,056	)		41,541
Construction		1,003		-			15		115			1,133
SFR mortgage		2,155		-			-		(30	)		2,125
Dairy & livestock andagribusiness		4,351		-			-​​​​​​​		673			5,024
Municipal lease financereceivables		808		-			-		7			815
Consumer and other loans		642		(1	)		118		(44	)		715
PCI loans		216		-			-		(11	)		205
Total allowance for loanlosses	$	59,583	$	(258	)	$	182	$	500		$	60,007
	For the Nine Months Ended September 30, 2019
	Ending Balance December 31, 2018		Charge-offs			Recoveries		Provision for (Recapture of) Loan Losses			Ending Balance September 30, 2019
	(Dollars in thousands)
Commercial and industrial	$	7,528	$	(48	)	$	253	$	505		$	8,238
SBA		1,078		(295	)		9		674			1,466
Real estate:
Commercial real estate		45,097		-			-		3,814			48,911
Construction		981		-			9		(61	)		929
SFR mortgage		2,197		-			191		(13	)		2,375
Dairy & livestock andagribusiness		5,225		(78	)		19		263			5,429
Municipal lease finance receivables		775		-			-		(113	)		662
Consumer and other loans		732		(7	)		6		(69	)		662
Total allowance for loanlosses	$	63,613	$	(428	)	$	487	$	5,000		$	68,672
	For the Nine Months Ended September 30, 2018
	Ending Balance December 31, 2017		Charge-offs			Recoveries		(Recapture of) Provision for Loan Losses			Ending Balance September 30,2018
	(Dollars in thousands)
Commercial and industrial	$	7,280	$	-		$	81	$	130		$	7,491
SBA		869		(257	)		15		331			958
Real estate:
Commercial real estate		41,722		-			-		(181	)		41,541
Construction		984		-			1,945		(1,796	)		1,133
SFR mortgage		2,112		-			-		13			2,125
Dairy & livestock andagribusiness		4,647		-			19		358			5,024
Municipal lease finance receivables		851		-			-		(36	)		815
Consumer and other loans		753		(10	)		129		(157	)		715
PCI loans		367		-			-		(162	)		205
Total allowance for loan losses	$	59,585	$	(267	)	$	2,189	$	(1,500	)	$	60,007

2

1

The following tables present the recorded investment in loans

held-for-investment

and the related allowance for loan losses by loan type, based on the Company’s methodology for determining the allowance​​​​​​​ for loan losses for the periods presented. Acquired loans are also supported by a credit discount established through the determination of fair value for the acquired loan portfolio.

	September 30, 2019
	Recorded Investment in Loans				Allowance for Loan Losses
	Individually  Evaluated for  Impairment		Collectively  Evaluated for  Impairment		Individually   Evaluated for   Impairment		Collectively   Evaluated for   Impairment
	(Dollars in thousands)
Commercial and industrial	$	1,638	$	920,040	$	254	$	7,984
SBA		3,248		316,323		286		1,180
Real estate:
Commercial real estate		1,500		5,374,168		-		48,911
Construction		-		119,931		-		929
SFR mortgage		3,009		275,635		-		2,375
Dairy & livestock and agribusiness		-		311,229		-		5,429
Municipal lease finance receivables		-		54,468		-		662
Consumer and other loans		385		116,743		-		662
Total	$	9,780	$	7,488,537	$	540	$	68,132

	September 30, 2018
	Recorded Investment in Loans						Allowance for Loan Losses
	Individually  Evaluated for  Impairment		Collectively  Evaluated for  Impairment		Acquired with Deterioriated  Credit Quality		Individually   Evaluated for   Impairment		Collectively   Evaluated for   Impairment		Acquired with Deterioriated  Credit Quality
	(Dollars in thousands)
Commercial and industrial	$	3,168	$	1,018,738	$	-	$	-	$	7,491	$	-
SBA		3,593		353,459		-		-		958		-
Real estate:
Commercial real estate		6,348		5,262,392		-		-		41,541		-
Construction		-		123,274		-		-		1,133		-
SFR mortgage		5,492		287,024		-		13		2,112		-
Dairy & livestock and agribusiness		775		303,823		-		-		5,024		-
Municipal lease finance receivables		-		67,581		-		-		815		-
Consumer and other loans		807		133,989		-		70		645		-
PCI loans		-		-		17,260		-		-		205
Total	$	20,183	$	7,550,280	$	17,260	$	83	$	59,719	$	205

22

Past Due and Nonperforming Loans

We seek to manage asset quality and control credit risk ​​​​​​​through diversification of the loan portfolio and the application of policies designed to promote sound underwriting and loan monitoring practices. The Bank’s Credit Management Division is in charge of monitoring asset quality, establishing credit policies and procedures and enforcing the consistent application of these policies and procedures across the Bank. Reviews of nonperforming, past due loans and larger credits, designed to identify potential charges to the allowance for loan losses, and to determine the adequacy of the allowance, are conducted on an ongoing basis. These reviews consider such factors as the financial strength of borrowers and any guarantors, the value of the applicable collateral, loan loss experience, estimated loan losses, growth in the loan portfolio, prevailing economic conditions and other factors. Refer to Note 3 –

Summary of Significant Accounting Policies

, included in our Annual Report on Form

10-K

for the year ended December 31, 2018, for additional discussion concerning the Bank’s policy for past due and nonperforming loans.

A loan is reported as a TDR when the Bank grants a concession(s) to a borrower experiencing financial difficulties that the Bank would not otherwise consider. Examples of such concessions include a reduction in the interest rate, deferral of principal or accrued interest, extending the payment due dates or loan maturity date(s), or providing a lower interest rate than would be normally available for new debt of similar risk. As a result of one or more of these concessions, restructured loans are classified as impaired. Impairment reserves on

non-collateral

dependent restructured loans are measured by comparing the present value of expected future cash flows on the restructured loans discounted at the interest rate of the original loan agreement to the carrying value of the loan. These impairment reserves are recognized as a specific component to be provided for in the allowance for loan losses.

When we identify a loan as impaired, we measure the loan for potential impairment using discounted cash flows, unless the loan is determined to be collateral dependent. In these cases, we use the current fair value of collateral, less selling costs. Generally, the determination of fair value is established through obtaining external appraisals of the collateral.

The following tables present the recorded investment in, and the aging of, past due and nonaccrual loans by type of loans

as of

the

date

s presented. 

	September 30, 2019
	30-59  Days Past Due		60-89  Days Past Due		Total Past Due and Accruing		Nonaccrual (1) (3)  (4)		Current		Total Loans   and Financing   Receivables
	(Dollars in thousands)
Commercial and industrial	$	756	$	-	$	756	$	1,550	$	919,372	$	921,678
SBA		-		303		303		2,706		316,562		319,571
Real estate:
Commercial real estate
Owner occupied		-		-		-		494		2,092,597		2,093,091
Non-owner occupied		368		-		368		589		3,281,620		3,282,577
Construction
Speculative (2)		-		-		-		-		105,636		105,636
Non-speculative		-		-		-		-		14,295		14,295
SFR mortgage		-		-		-		888		277,756		278,644
Dairy & livestock andagribusiness		-		-		-		-		311,229		311,229
Municipal lease financereceivables		-		-		-		-		54,468		54,468
Consumer and other loans		-		-		-		385		116,743		117,128
Total gross loans	$	1,124	$	303	$	1,427	$	6,612	$	7,490,278	$	7,498,317

(1) As of September  30, 2019, $1.0 million of nonaccruing loans were current, $661,000 were 30-59 days past due, $1.7 million were 60-89 days past due , and $3.3 million were 90+ days past due.

(2) Speculative construction loans are generally for properties where there is no identified buyer or renter.

(3) Includes $4.5 million of nonaccrual loans acquired from CB in the third quarter of 2018.

(4) Excludes $1.6 million of guaranteed portion of nonaccrual SBA loans that are in process of collection.

2

3

	December 31, 2018 (1)
	30-59  Days Past Due		60-89  Days Past Due		Total Past Due  and Accruing		Nonaccrual (2) (4)		Current		Total Loans   and Financing   Receivables
	(Dollars in thousands)
Commercial and industrial	$	820	$	89	$	909	$	7,490	$	993,810	$	1,002,209
SBA		1,172		135		1,307		2,892		345,844		350,043
Real estate:
Commercial real estate
Owner occupied		2,439		350		2,789		589		2,114,612		2,117,990
Non-owner occupied		-		-		-		5,479		3,270,760		3,276,239
Construction
Speculative (3)		-		-		-		-		118,233		118,233
Non-speculative		-		-		-		-		4,549		4,549
SFR mortgage		-		285		285		2,937		293,282		296,504
Dairy & livestock and agribusiness		-		-		-		78		393,765		393,843
Municipal lease finance receivables		-		-		-		-		64,186		64,186
Consumer and other loans		-		-		-		486		127,943		128,429
Total gross loans	$	4,431	$	859	$	5,290	$	19,951	$	7,726,984	$	7,752,225

(1) Excludes PCI loans.

(2) As of December 31, 2018, $2.3 million of nonaccruing loans were current, $33,000 were 30-59 days past due, $57,000 were 60-89 days past due and $17.6 million were 90+ days past due.

(3) Speculative construction loans are generally for properties where there is no identified buyer or renter.

(4) Includes $12.3 million of nonaccrual loans acquired from CB in the third quarter of 2018.

Impaired Loans

At September 30, 2019, the Company had impaired loans of $9.8 million. Impaired loans included $2.7 million of nonaccrual Small Business Administration (“SBA”) loans, $1.6 million of nonaccrual commercial and industrial loans, $1.1 million of nonaccrual commercial real estate loans, 

$888,000 of nonaccrual single-family residential (“SFR”) mortgage loans,

and $385,000 of nonaccrual consumer and other loans. These impaired loans included $3.4 million of loans whose terms were modified in a troubled debt restructuring, of which $249,000 were classified as nonaccrual. The remaining balance of $3.2 million consisted of 12 loans performing according to the restructured terms. The impaired loans had a specific allowance of $540,000 at September 30, 2019. At December 31, 2018, the Company had classified as impaired, loans with a balance of $23.5 million with a related allowance of $561,000.

2

4

The following tables present information ​​​​​​​for

held-for-investment

loans, individually ​​​​​​​evaluated for impairment by type of loans, as and for the periods presented.

	As of and For the Nine Months Ended September 30, 2019
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
	(Dollars in thousands)
With no related allowance recorded:
Commercial and industrial	$	1,382	$	1,537	$	-	$	1,560	$	4
SBA		2,447		3,554		-		2,606		31
Real estate:
Commercial real estate
Owner occupied		494		614		-		508		-
Non-owner occupied		1,006		1,190		-		1,052		21
Construction
Speculative		-		-		-		-		-
Non-speculative		-		-		-		-		-
SFR mortgage		3,009		3,338		-		3,059		62
Dairy & livestock and agribusiness		-		-		-		-		-
Municipal lease finance receivables		-		-		-		-		-
Consumer and other loans		385		516		-		401		-
Total		8,723		10,749		-		9,186		118
With a related allowance recorded:
Commercial and industrial		256		345		254		829		-
SBA		801		816		286		816		-
Real estate:
Commercial real estate
Owner occupied		-		-		-		-		-
Non-owner occupied		-		-		-		-		-
Construction
Speculative		-		-		-		-		-
Non-speculative		-		-		-		-		-
SFR mortgage		-		-		-		-		-
Dairy & livestock and agribusiness		-		-		-		-		-
Municipal lease finance receivables		-		-		-		-		-
Consumer and other loans		-		-		-		-		-
Total		1,057		1,161		540		1,645		-
Total impaired loans	$	9,780	$	11,910	$	540	$	10,831	$	118

25

	As of and For the Nine Months Ended September  30, 2018 (1)
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
	(Dollars in thousands)
With no related allowance recorded:
Commercial and industrial	$	3,168	$	3,829	$	-	$	3,439	$	6
SBA		3,593		5,779		-		4,457		34
Real estate:
Commercial real estate
Owner occupied		615		726		-		644		-
Non-owner occupied		5,733		6,385		-		5,904		24
Construction
Speculative		-		-		-		-		-
Non-speculative		-		-		-		-		-
SFR mortgage		5,479		6,449		-		5,679		59
Dairy & livestock and agribusiness		775		1,091		-		808		-
Municipal lease finance receivables		-		-		-		-		-
Consumer and other loans		737		1,025		-		867		-
Total		20,100		25,284		-		21,798		123
With a related allowance recorded:
Commercial and industrial		-		-		-		-		-
SBA		-		-		-		-		-
Real estate:
Commercial real estate
Owner occupied		-		-		-		-		-
Non-owner occupied		-		-		-		-		-
Construction
Speculative		-		-		-		-		-
Non-speculative		-		-		-		-		-
SFR mortgage		13		13		13		13		-
Dairy & livestock and agribusiness		-		-		-		-		-
Municipal lease finance receivables		-		-		-		-		-
Consumer and other loans		70		101		70		85		-
Total		83		114		83		98		-
Total impaired loans	$	20,183	$	25,398	$	83	$	21,896	$	123

(1) Excludes PCI loans.

2

6

	As of December 31, 2018 (1)
	Recorded Investment		Unpaid Principal Balance		Related Allowance
	(Dollars in thousands)
With no related allowance recorded:
Commercial and industrial	$	7,436	$	11,457	$	-
SBA		3,467		5,746		-
Real estate:
Commercial real estate
Owner occupied		589		705		-
Non-owner occupied		2,808		4,324		-
Construction
Speculative		-		-		-
Non-speculative		-		-		-
SFR mortgage		5,349		6,270		-
Dairy & livestock and agribusiness		-		-		-
Municipal lease finance receivables		-		-		-
Consumer and other loans		418		526		-
Total		20,067		29,028		-
With a related allowance recorded:
Commercial and industrial		189		191		3
SBA		-		-		-
Real estate:
Commercial real estate
Owner occupied		-		-		-
Non-owner occupied		3,143		3,144		478
Construction
Speculative		-		-		-
Non-speculative		-		-		-
SFR mortgage		-		-		-
Dairy & livestock and agribusiness		78		78		12
Municipal lease finance receivables		-		-		-
Consumer and other loans		68		100		68
Total		3,478		3,513		561
Total impaired loans	$	23,545	$	32,541	$	561

(1) Excludes PCI loans.

The Company recognizes the

charge-off

of the impairment allowance on impaired loans in the period in which a loss is identified for collateral dependent loans. Therefore, the majority of the nonaccrual loans as of September 30, 2019, December 31, 2018 and September 30, 2018 have already been written down to the estimated net realizable value. An allowance is recorded on impaired loans for the following: nonaccrual loans where a

charge-off

is not yet processed, nonaccrual SFR mortgage loans where there is a potential modification in process, or on smaller balance

non-collateral

dependent loans.

Reserve for Unfunded Loan Commitments

The allowance for

off-balance

sheet credit exposure relates to commitments to extend credit, letters of credit and undisbursed funds on lines of credit. The Company evaluates credit risk associated with the

off-balance

sheet loan commitments at the same time

as i

t evaluates credit risk associated with the loan and lease portfolio. There was no provision or recapture of provision for unfunded loan commitments for the three and nine months ended September 30, 2019, and 2018. As of September 30, 2019 and December 31, 2018, the balance in this reserve was $9.0 million and was included in other liabilities.

2

7

Troubled Debt Restructurings (“TDRs”)

Loans that are reported as TDRs are considered impaired and

charge-off

amounts are taken on an individual loan basis, as deemed appropriate. The majority of restructured loans are loans for which the terms of repayment have been renegotiated, resulting in a reduction in interest rate or deferral of principal. Refer to Note 3 –

Summary of Significant Accounting Policies

, included in our Annual Report on Form

10-K

for the year ended December 31, 2018 for a more detailed discussion regarding TDRs.

As of September 30, 2019, there were $3.4 million of loans classified as a TDR, of which $3.2 million were performing and $249,000 were nonperforming. TDRs on accrual status are comprised of loans that were accruing interest at the time of restructuring or have demonstrated repayment performance in compliance with the restructured terms for a sustained period and for which the Company anticipates full repayment of both principal and interest. At September 30, 2019, performing TDRs were comprised of 8 SFR mortgage loans of $2.1 million, 1 SBA loan of $542,000, 1 commercial real estate loan of $417,000, and 2 commercial and industrial loans of $88,000.

The majority of TDRs have no specific allowance allocated as any impairment amount is normally charged off at the time a probable loss is determined. We have allocated 0 and $490,000 of specific allowance to TDRs as of September 30, 2019 and December 31, 2018, respectively.

The following table provides a summary of the activity related to TDRs for the periods presented

.

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2019			2018 (1)			2019			2018 (1)
	(Dollars in thousands)						(Dollars in thousands)
Performing TDRs:
Beginning balance	$	3,219		$	4,530		$	3,594		$	4,809
New modifications		-			-			-			311
Payoffs/payments, net and other		(51	)		(777	)		(426	)		(1,367	)
TDRs returned to accrual status		-			-			-			-
TDRs placed on nonaccrual status		-			-			-			-
Ending balance	$	3,168		$	3,753		$	3,168		$	3,753
Nonperforming TDRs:
Beginning balance	$	263		$	3,892		$	3,509		$	4,200
New modifications		-			278			-			316
Charge-offs		-			-			(78	)		-
Transfer to OREO		-			-			(2,275	)		-
Payoffs/payments, net and other		(14	)		(650	)		(907	)		(996	)
TDRs returned to accrual status		-			-			-			-
TDRs placed on nonaccrual status		-			-			-			-
Ending balance	$	249		$	3,520		$	249		$	3,520
Total TDRs	$	3,417		$	7,273		$	3,417		$	7,273

(1) Excludes PCI loans.

2

8

There were no loans that were modified as TDRs

for

the three and nine months ended September 30, 2019.

The following tables summarize loans modified as TDRs for the periods presented.

Modifications (1)

	For the Three Months Ended September 30, 201 8  (2)
	Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Outstanding Recorded Investment at September 30, 2018		Financial Effect Resulting From Modifications (3)
	(Dollars in thousands)
Commercial and industrial:
Interest rate reduction		-	$	-	$	-	$	-	$	-
Change in amortization periodor maturity		-		-		-		-		-
Real estate:
Commercial real estate:
Owner occupied
Interest rate reduction		-		-		-		-		-
Change in amortization periodor maturity		-		-		-		-		-
Non-owner occupied
Interest rate reduction		-		-		-		-		-
Change in amortization periodor maturity		-		-		-		-		-
SFR mortgage:
Interest rate reduction		-		-		-		-		-
Change in amortization periodor maturity		-		-		-		-		-
Consumer:
Interest rate reduction		-		-		-		-		-
Change in amortization periodor maturity		1		278		278		272		-
Total loans		1	$	278	$	278	$	272	$	-

2

9

	For the Nine Months Ended September 30, 2018 (2)
	Number of  Loans		Pre-Modification    Outstanding Recorded Investment		Post-Modification    Outstanding Recorded Investment		Outstanding Recorded Investment at September 30, 2018		Financial Effect Resulting From   Modifications (3)
	(Dollars in thousands)
Commercial and industrial:
Interest rate reduction		-	$	-	$	-	$	-	$	-
Change in amortization period or maturity		1		38		38		27		-
Real estate:
Commercial real estate:
Owner occupied
Interest rate reduction		-		-		-		-		-
Change in amortization period or maturity		-		-		-		-		-
Non-owner occupied
Interest rate reduction		-		-		-		-		-
Change in amortization period or maturity		-		-		-		-		-
SFR mortgage:
Interest rate reduction		-		-		-		-		-
Change in amortization period or maturity		1		311		311		304		-
Consumer:
Interest rate reduction		-		-		-		-		-
Change in amortization period or maturity		1		278		278		272		-
Total loans		3	$	627	$	627	$	603	$	-

(1) The tables above exclude modified loans that were paid off prior to the end of the period.

(2) Excludes PCI loans.

(3) Financial effects resulting from modifications represent charge-offs and ​​​​​​​specific allowance recorded at modification date.

There were

0

loans that were previously modified as a TDR within the previous 12 months that subsequently defaulted during the three and nine months ended September 30, 2019 and 2018.

30

7. EARNINGS PER SHARE RECONCILIATION

Basic earnings per common share are computed by dividing income allocated to common stockholders by the weighted-average number of common shares outstanding during each period. The computation of diluted earnings per common share considers the number of shares issuable upon the assumed exercise of outstanding common stock options. Antidilutive common shares are not included in the calculation of diluted earnings per common share. For the three and nine months ended September 30, 2019, shares deemed to be antidilutive, and thus excluded from the computation of earnings per common share, were 240,000 and 184,000, respectively. For the three and nine months ended September 30, 2018, shares deemed to be antidilutive, and thus excluded from the computation of earnings per common share were 56,000 and 50,000, respectively.

The table below shows earnings per common share and diluted earnings per common share, and reconciles the numerator and denominator of both earnings per common share calculations.

	For the Three Months   Ended S eptember  30,				For the  Nine  Months   Ended September  30,
	2019		2018		2019		2018
	(In thousands, except per share amounts)
Earnings per common share:
Net earnings	$	50,423	$	38,558	$	156,546	$	108,844
Less: Net earnings allocated to restricted stock		116		96		390		298
Net earnings allocated to common shareholders	$	50,307	$	38,462	$	156,156	$	108,546
Weighted average shares outstanding		139,824		126,574		139,730		115,533
Basic earnings per common share	$	0.36	$	0.30	$	1.12	$	0.94
Diluted earnings per common share:
Net income allocated to common shareholders		50,307		38,462		156,156		108,546
Weighted average shares outstanding		139,824		126,574		139,730		115,533
Incremental shares from assumed exercise of outstanding options		151		363		217		397
Diluted weighted average shares outstanding		139,975		126,937		139,947		115,930
Diluted earnings per common share	$	0.36	$	0.30	$	1.12	$	0.94

3

1

8. FAIR VALUE INFORMATION

Fair Value Hierarchy

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The following disclosure provides the fair value information for financial assets and liabilities as of September 30, 2019. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels (Level 1, Level 2 and Level 3).

• Level 1 – Quoted prices in active markets for identical assets or liabilities in active markets that are accessible at the measurement date.

• Level 2 – Observable inputs other than Level 1, including quoted prices for similar assets and liabilities in active markets, quoted prices in less active markets, or other observable inputs or model - derived valuations that can be corroborated by observable market data, either directly or indirectly, for substantially the full term of the financial instrument.

• Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable. These valuation methodologies generally include pricing models, discounted cash flow models, or a determination of fair value that requires significant management judgment or estimation.

There were 0 transfers in and out of Level 1 and Level 2 during the nine months ended September 30, 2019 and 2018.

3

2

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The tables below present the balances of assets and liabilities measured at fair value on a recurring basis

as of

 the

dates

presented.

	Carrying Value at   September 30, 2019		Quoted Prices in   Active Markets for   Identical Assets (Level 1)		Significant Other  Observable Inputs  (Level 2)		Significant Unobservable Inputs (Level 3)
	(Dollars in thousands)
Description of assets
Investment securities - AFS:
Residential mortgage-backed securities	$	1,146,159	$	-	$	1,146,159	$	-
CMO/REMIC - residential		382,928		-		382,928		-
Municipal bonds		40,487		-		40,487		-
Other securities		832		-		832		-
Total investment securities - AFS		1,570,406		-		1,570,406		-
Interest rate swaps		16,180		-		16,180		-
Total assets	$	1,586,586	$	-	$	1,586,586	$	-
Description of liability
Interest rate swaps	$	16,180	$	-	$	16,180	$	-
Total liabilities	$	16,180	$	-	$	16,180	$	-
	Carrying Value at December 31, 2018		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(Dollars in thousands)
Description of assets
Investment securities - AFS:
Residential mortgage-backed securities	$	1,474,508	$	-	$	1,474,508	$	-
CMO/REMIC - residential		214,051		-		214,051		-
Municipal bonds		44,810		-		44,810		-
Other securities		716		-		716		-
Total investment securities - AFS		1,734,085		-		1,734,085		-
Interest rate swaps		1,938		-		1,938		-
Total assets	$	1,736,023	$	-	$	1,736,023	$	-
Description of liability
Interest rate swaps	$	1,938	$	-	$	1,938	$	-
Total liabilities	$	1,938	$	-	$	1,938	$	-

3

3

Assets and Liabilities Measured at Fair Value on a

Non-Recurring

Basis

We may be required to measure certain assets at fair value on a

non-recurring

basis in accordance with GAAP. These adjustments to fair value usually result from application of lower of cost or fair value accounting or impairment write-downs of individual assets.

For assets measured at fair value on a

non-recurring

basis that were held on the balance sheet at September 30, 2019 and December 31, 2018, respectively, the following tables provide the level of valuation assumptions used to determine each adjustment ​​​​​​​and the carrying value of the related assets that had losses during the period.

	Carrying Value at September 30, 2019		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Losses For the Nine Months Ended September 30, 2019
	(Dollars in thousands)
Description of assets
Impaired loans, excludingPCI loans:
Commercial and industrial	$	256	$	-	$	-	$	256	$	254
SBA		938		-		-		938		516
Real estate:
Commercial real estate		-		-		-		-		-
Construction		-		-		-		-		-
SFR mortgage		-		-		-		-		-
Dairy & livestock and agribusiness		-		-		-		-		-
Consumer and other loans		-		-		-		-		-
Other real estate owned		444		-		-		444		64
Asset held-for-sale		-		-		-		-		-
Total assets	$	1,638	$	-	$	-	$	1,638	$	834
	Carrying Value at December 31, 2018		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Losses For the Year Ended December 31, 2018
	(Dollars in thousands)
Description of assets
Impaired loans, excludingPCI loans:
Commercial and industrial	$	189	$	-	$	-	$	189	$	3
SBA		-		-		-		-		-
Real estate:
Commercial real estate		3,143		-		-		3,143		478
Construction		-		-		-		-		-
SFR mortgage		-		-		-		-		-
Dairy & livestock and agribusiness		78		-		-		78		12
Consumer and other loans		68		-		-		68		68
Other real estate owned		-		-		-		-		-
Asset held-for-sale		-		-		-		-		-
Total assets	$	3,478	$	-	$	-	$	3,478	$	561

3

4

Fair Value of Financial Instruments

The following disclosure presents estimated fair value of our financial instruments. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation​​​​​​​ methodologies. However, considerable judgment is required to develop the estimates of fair value. Accordingly, the estimates presented below are not necessarily indicative of the amounts the Company may realize in a current market exchange as of September 30, 2019 and December 31, 2018, respectively. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

	September 30, 2019
			Estimated Fair Value
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(Dollars in thousands)
Assets
Total cash and cash equivalents	$	437,548	$	437,548	$	-	$	-	$	437,548
Interest-earning balances due from depository institutions		5,673		-		5,793		-		5,793
Investment securities available-for-sale		1,570,406		-		1,570,406		-		1,570,406
Investment securities held-to-maturity		703,953		-		711,891		-		711,891
Total loans, net of allowance for loan losses		7,425,779		-		-		7,385,760		7,385,760
Swaps		16,180		-		16,180		-		16,180
Liabilities	��
Deposits:
Interest-bearing	$	3,409,226	$	-	$	3,407,573	$	-	$	3,407,573
Borrowings		412,764		-		412,372		-		412,372
Junior subordinated debentures		25,774		-		-		20,266		20,266
Swaps		16,180		-		16,180		-		16,180
	December 31, 2018
			Estimated Fair Value
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(Dollars in thousands)
Assets
Total cash and cash equivalents	$	163,948	$	163,948	$	-	$	-	$	163,948
Interest-earning balances due from depository institutions		7,670		-		7,339		-		7,339
Investment securities available-for-sale		1,734,085		-		1,734,085		-		1,734,085
Investment securities held-to-maturity		744,440		-		721,537		-		721,537
Total loans, net of allowance for loan losses		7,700,998		-		-		7,514,964		7,514,964
Swaps		1,938		-		1,938		-		1,938
Liabilities
Deposits:
Interest-bearing	$	3,622,703	$	-	$	3,614,682	$	-	$	3,614,682
Borrowings		722,255		-		721,601		-		721,601
Junior subordinated debentures		25,774		-		-		21,176		21,176
Swaps		1,938		-		1,938		-		1,938

The fair value estimates presented herein are based on ​​​​​​​pertinent information available to management as of September 30, 2019 and December 31, 2018. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date, and therefore, current estimates of fair value may differ significantly from the amounts presented above.

3

5

9. DERIVATIVE FINANCIAL INSTRUMENTS

The Bank is exposed to certain risks relating to its ongoing business operations and utilizes interest rate swap agreements (“swaps”) as part of its asset/liability management strategy to help manage its interest rate risk position. As of September 30, 2019, the Bank has entered into 82 interest-rate swap agreements with customers. The Bank then entered into identical offsetting swaps with a counterparty. The swap agreements are not designated as hedging instruments. The purpose of entering into offsetting derivatives not designated as a hedging instrument is to provide the Bank a variable-rate loan receivable and to provide the customer the financial effects of a fixed-rate loan without creating significant volatility in the Bank’s earnings.

The structure of the swaps is as follows. The Bank enters into an interest rate swap with its customers in which the Bank pays the customer a variable rate and the customer pays the Bank a fixed rate, therefore allowing customers to convert variable rate loans to fixed rate loans. At the same time, the Bank enters into a swap with the counterparty bank in which the Bank pays the counterparty a fixed rate and the counterparty in return pays the Bank a variable rate. The net effect of the transaction allows the Bank to receive interest on the loan from the customer at a variable rate based on LIBOR plus a spread. The changes in the fair value of the swaps primarily offset each other and therefore should not have a significant impact on the Company’s results of operations, although the Company does incur credit and counterparty risk with respect to performance on the swap agreements by the Bank’s customer and counterparty, respectively. As a result of the Bank exceeding $10 billion in assets, federal regulations require the Bank, beginning in January 2019, to clear most interest rate swaps through a clearing house (“centrally cleared”). These instruments contain language outlining collateral pledging requirements for each counterparty, in which collateral must be posted if market value exceeds certain agreed upon threshold limits. Cash or securities are pledged as collateral. Our interest rate swap derivatives are subject to a master netting arrangement with our counterparties. NaN of our derivative assets and liabilities are offset in the

Company’s condensed consolidated balance sheet.

We believe our risk of loss associated with our counterparty borrowers related to interest rate swaps is mitigated as the loans with swaps are underwritten to take into account potential additional exposure, although there can be no assurances in this regard since the performance of our swaps is subject to market and counterparty risk.

Balance Sheet Classification of Derivative Financial Instruments

As of September 30, 2019 and December 31, 2018, the total notional amount of the Company’s swaps was $227.2 million, and $195.4 million, respectively. The location of the asset and liability, and their respective fair values

,

are summarized in the tables below.

	September 30, 2019
	Asset Derivatives				Liability Derivatives
	Balance Sheet     Location		Fair     Value		Balance Sheet     Location		Fair     Value
	(Dollars in thousands)
Derivatives not designated as hedging instruments:
Interest rate swaps		Other assets	$	16,180		Other liabilities	$	16,180
Total derivatives			$	16,180			$	16,180
	December 31, 2018
	Asset Derivatives				Liability Derivatives
	Balance Sheet Location		Fair Value		Balance Sheet Location		Fair Value
	(Dollars in thousands)
Derivatives not designated as hedging instruments:
Interest rate swaps		Other assets	$	1,938		Other liabilities	$	1,938
Total derivatives			$	1,938			$	1,938

36

The Effect of Derivative Financial Instruments on the Condensed Consolidated Statements of Earnings

The following table summarizes the effect of derivative financial instruments on the condensed consolidated statement of earnings for the periods presented.

Derivatives Not  Designated as Hedging  Instruments	Location of Gain Recognized in Income on Derivative  Instruments		Amount of Gain Recognized in Income on Derivative Instruments
			For the Three Months Ended September 30,				For the Nine Months Ended September 30,
			2019		2018		2019		2018
			(Dollars in thousands)
Interest rate swaps		Other income	$	378	$	73	$	1,135	$	340
Total			$	378	$	73	$	1,135	$	340

10. OTHER COMPREHENSIVE INCOME

The table below provides a summary of the components of other comprehensive income (“OCI”) for the periods presented.

	For the Three Months Ended September 30,
	2019									2018
	Before-tax			Tax effect			After-tax			Before-tax			Tax effect		After-tax
	(Dollars in thousands)
Investment securities:
Net change in fair value recorded in accumulated OCI	$	5,672		$	(1,677	)	$	3,995		$	(10,235	)	$	3,025	$	(7,210	)
Net realized gain reclassified into earnings (1)		(5)			1			(4	)		-			-		-
Amortization of unrealized losses on securities transferred from available-for-sale to held-to-maturity		(249	)		74			(175	)		(152)			45		(107	)
Net change	$	5,418		$	(1,602	)	$	3,816		$	(10,387)		$	3,070	$	(7,317	)
	For the Nine Months Ended September 30,
	2019									2018
	Before-tax			Tax effect			After-tax			Before-tax			Tax effect		After-tax
	(Dollars in thousands)
Investment securities:
Net change in fair value recorded in accumulated OCI	$	44,586		$	(13,181	)	$	31,405		$	(47,346	)	$	13,997	$	(33,349	)
Net realized gain reclassified into earnings (1)		(5	)		1			(4	)		-			-		-
Amortization of unrealized losses on securities transferred from available-for-sale to held-to-maturity		(1,450	)		429			(1,021	)		(1,809	)		535		(1,274	)
Net change	$	43,131		$	(12,751	)	$	30,380		$	(49,155	)	$	14,532	$	(34,623	)

(1) Included in other noninterest income.

37

11. BALANCE SHEET OFFSETTING

Assets and liabilities relating to certain financial instruments, including, derivatives and securities sold under repurchase agreements (“repurchase agreements”), may be eligible for offset in the condensed consolidated balance sheets as permitted under accounting guidance. As noted above, our interest rate swap derivatives are subject t

o

 master netting arrangements. Our interest rate swap derivatives require the Company to pledge investment securities as collateral based on certain risk thresholds. Investment securities that have been pledged by the Company to counterparties continue to be reported in the Company’s condensed consolidated balance sheets unless the Company defaults. We offer a repurchase agreement product to our customers, which include master netting agreements that allow for the netting of collateral positions. This product, known as Citizens Sweep Manager, sells certain of our securities overnight to our customers under an agreement to repurchase them the next day. The repurchase agreements are not offset in

the 

Company’s condensed consolidated balances.

	Gross Amounts Recognized in the Condensed Consolidated Balance Sheets		Gross Amounts Offset in the Condensed Consolidated Balance Sheets			Net Amounts Presented in the Condensed Consolidated Balance Sheets		Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets					Net Amount
								Financial Instruments		Collateral Pledged
	(Dollars in thousands)
September 30,2019
Financial assets:
Derivatives not designated as hedging instruments	$	16,180	$	-		$	-	$	16,180	$	-		$	16,180
Total	$	16,180	$	-		$	-	$	16,180	$	-		$	16,180
Financial liabilities:
Derivatives not designated as hedging instruments	$	16,182	$	(2	)	$	16,180	$	2	$	(22,335	)	$	(6,153	)
Repurchase agreements		407,850		-			407,850		-		(419,465	)		(11,615	)
Total	$	424,032	$	(2	)	$	424,030	$	2	$	(441,800	)	$	(17,768	)
December 31, 2018
Financial assets:
Derivatives not designated as hedging instruments	$	1,938	$	-		$	-	$	1,938	$	-		$	1,938
Total	$	1,938	$	-		$	-	$	1,938	$	-		$	1,938
Financial liabilities:
Derivatives not designated as hedging instruments	$	4,203	$	(2,265	)	$	1,938	$	2,265	$	-		$	4,203
Repurchase agreements		442,255		-			442,255		-		(487,607	)		(45,352	)
Total	$	446,458	$	(2,265	)	$	444,193	$	2,265	$	(487,607	)	$	(41,149	)

38

12. LEASES

The Company’s operating leases, where the Company is a lessee, include real estate, such as office space and banking centers. Lease expense for operating leases is recognized on a straight-line basis over the term of the lease and is reflected in the consolidated statement of earnings.

While the Company has, as a lessor, certain equipment finance leases, such leases are not material to the Company’s consolidated financial statements.

The following presents the components of lease costs and supplemental information related to leases as of September 30, 2019 and for the three and nine months ended September 30, 2019.

	As of September 30, 2019
	(Dollars in thousands)
Lease Assets and Liabilities
ROU assets	$	17,340
Total lease liabilities		20,558

	For the    Three Months Ended		For the    Nine Months Ended
	September 30, 2019
	(Dollars in thousands)
Lease Cost
Operating lease expense (1)	$	1,628	$	5,634
Total lease expense	$	1,628	$	5,634
(1) Includes short-term leases and variable lease costs, which are immaterial.
Other Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases, net	$	1,640	$	6,499
Lease Term and Discount Rate
			As of September 30, 2019
Weighted average remaining lease term (years)				4.26
Weighted average discount rate				3.46%

The Company’s lease arrangements that have not yet commenced as of September 30, 2019 and the Company’s short-term lease costs and variable lease costs, for the three and nine months ended September 30, 2019 are not material to the consolidated financial statements.

The future lease payments required for leases that have initial or remaining

non-cancelable

lease terms in excess of one year as of September 30, 2019, excluding property taxes and insurance, are as follows:

	As of September 30, 2019
	(Dollars in thousands)
Year:
2019 (excluding the nine  months ended September  30, 2019)	$	1,973
2020		6,941
2021		5,178
2022		4,005
2023		2,336
Thereafter		3,100
Total future lease payments		23,533
Less: Imputed interest		(2,975	)
Present value of lease liabilities	$	20,558

39

13. REVENUE RECOGNITION

On January 1, 2018, the Company adopted ASU No.

 2014-09

“Revenue from Contracts with Customers (Topic 606)” and all subsequent ASUs that modified Topic 606. Refer to Note 3 –

Summary of Significant Accounting Policies

and Note 24 –

Revenue Recognition

of the 2018 Annual Report on Form

10-K

for the year ended December 31, 2018 for a more detailed discussion about noninterest revenue streams that are

in-scope

of Topic 606.

The following presents noninterest income, segregated by revenue streams

in-scope

and

out-of-scope

of Topic 606, for the periods indicated.

	For the Three Months Ended September 30,				For the Nine Months Months Ended September 30,
	2019		2018		2019		2018
	(Dollars in thousands)
Noninterest income:
In-scope of Topic 606:
Service charges on deposit accounts	$	4,833	$	4,295	$	15,039	$	12,431
Trust and investment services		2,330		2,182		6,964		6,738
Bankcard services		637		875		2,614		2,637
Gain on OREO, net		-		-		129		3,540
Other		2,292		1,824		6,939		4,393
Noninterest Income (in-scope of Topic 606)		10,092		9,176		31,685		29,739
Noninterest Income (out-of-scope of Topic 606)		1,802		936		14,717		2,984
Total noninterest income	$	11,894	$	10,112	$	46,402	$	32,723

40

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion provides information about the results of operations, financial condition, liquidity and capital resources of CVB Financial Corp. (referred to herein on an unconsolidated basis as “CVB” and on a consolidated basis as “we,” “our” or the “Company”) and its wholly owned bank subsidiary, Citizens Business Bank (the “Bank” or “CBB”). This information is intended to facilitate the understanding and assessment of significant changes and trends related to our financial condition and the results of our operations. This discussion and analysis should be read in conjunction with our Annual Report on Form

10-K

for the year ended December 31, 2018, and the unaudited condensed consolidated financial statements and accompanying notes presented elsewhere in this report.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of the Company’s unaudited condensed consolidated financial statements are based upon the Company’s unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these unaudited condensed consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and are essential to understanding Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following is a summary of the more judgmental and complex accounting estimates and principles. In each area, we have identified the variables we believe are most important in our estimation process. We utilize information available to us to make the necessary estimates to value the related assets and liabilities. Actual performance that differs from our estimates and future changes in the key variables and information could change future valuations and impact the results of operations.

• Allowance for Loan Losses (“ALLL”)

• Business Combinations

• Valuation and Recoverability of Goodwill

• Income Taxes

Our significant accounting policies are described in greater detail in our 2018 Annual Report on Form

10-K

in the “Critical Accounting Policies” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 3 —

Summary of Significant Accounting Policies

, included in our Annual Report on Form

10-K

for the year ended December 31, 2018, which are essential to understanding Management’s Discussion and Analysis of Financial Condition and Results of Operations.

OVERVIEW

For the third quarter of 2019, we reported net earnings of $50.4 million, compared with $54.5 million for the second quarter of 2019 and $38.6 million for the third quarter of 2018. Diluted earnings per share were $0.36 for the third quarter, compared to $0.39 for the prior quarter and $0.30 for the same period last year.

At September 30, 2019, total assets of $11.33 billion decreased $196.4 million, or 1.70%, from total assets of $11.53 billion at December 31, 2018. Interest-earning assets of $10.01 billion at September 30, 2019 decreased $281.0 million, or 2.73%, when compared with $10.29 billion at December 31, 2018. The decrease in interest-earning assets was primarily due to a $270.2 million decrease in total loans and a $204.2 million decrease in investment securities, partially offset by a $195.4 million increase in interest-earning balances due from the Federal Reserve. Our tax equivalent yield on interest-earnings assets was 4.55% for the quarter ended September 30, 2019, compared to 4.72% for the second quarter of 2019 and 4.23% for the third quarter of 2018.

Total investment securities were $2.27 billion at September 30, 2019, a decrease of $204.2 million, or 8.24%, from $2.48 billion at December 31, 2018. At September 30, 2019, investment securities

held-to-maturity

(“HTM”) totaled $704.0 million. At September 30, 2019, investment securities

available-for-sale

(“AFS”) totaled $1.57 billion, inclusive of a

pre-tax

unrealized gain of $21.0 million. HTM securities declined by $40.5 million, or 5.44%, and AFS securities declined by $163.7 million, or 9.44%, from December 31, 2018. Our tax equivalent yield on investments was 2.47% for the quarter ended September 30, 2019, compared to 2.53% for the second quarter of 2019 and 2.49% for the third quarter of 2018.

41

Total loans and leases, net of deferred fees and discounts, of $7.49 billion at September 30, 2019 decreased by $270.2 million, or 3.48%, from December 31, 2018. The decrease in total loans included an $89.2 million decline in dairy & livestock loans primarily due to seasonal pay downs, which historically occur in the first quarter of each calendar year. Excluding dairy & livestock loans, total loans declined by $181.9 million, or 2.45%. The decrease in total loans included declines of $81.1 million in commercial and industrial loans, $33.0 million in commercial real estate loans, $31.7 million in SBA loans, $18.0 million in SFR mortgage loans, and $11.5 million in consumer and other loans. Our yield on loans was 5.23% for the quarter ended September 30, 2019, compared to 5.40% for the second quarter of 2019 and 4.99% for the third quarter of 2018. Interest income for yield adjustments related to discount accretion on acquired loans and nonrecurring nonaccrual interest paid was $7.3 million for the quarter ended September 30, 2019, compared to $9.4 million for the second quarter of 2019 and $4.9 million for the third quarter of 2018.

Noninterest-bearing deposits were $5.39 billion at September 30, 2019, an increase of $180.3 million, or 3.46%, when compared to December 31, 2018. At September 30, 2019, noninterest-bearing deposits were 61.23% of total deposits, compared to 58.96% at December 31, 2018. Our average cost of total deposits was 0.21% for the quarter ended September 30, 2019, compared to 0.19% for the second quarter of 2019 and 0.15% for the third quarter of 2018.

Customer repurchase agreements totaled $407.9 million at September 30, 2019, compared to $442.3 million at December 31, 2018. Our average cost of total deposits including customer repurchase agreements was 0.22% for the quarter ended September 30, 2019, 0.20% for the second quarter of 2019, and 0.15% for the third quarter of 2018.

At September 30, 2019, we had $4.9 million in other borrowings compared to $280.0 million at December 31, 2018. At September 30, 2019, we had $25.8 million of junior subordinated debentures, unchanged from December 31, 2018. These debentures bear interest at three-month LIBOR plus 1.38% and mature in 2036. Our average cost of funds was 0.23% for the quarter ended September 30, 2019, 0.25% for the second quarter of 2019, and 0.18% for the third quarter of 2018.

The allowance for loan losses totaled $68.7 million at September 30, 2019, compared to $63.6 million at December 31, 2018. The allowance for loan losses for the first nine months of 2019 was increased by $5.0 million in provision for loan losses and $59,000 in net recoveries. The allowance for loan losses was 0.92% and 0.82% of total loans and leases outstanding, at September 30, 2019 and December 31, 2018, respectively. As of September 30, 2019, credit related discounts on acquired loans were $37.0 million.

Our capital ratios under the revised capital framework referred to as Basel III remain well-above regulatory standards. As of September 30, 2019, the Company’s Tier 1 leverage capital ratio totaled 12.23%, our common equity Tier 1 ratio totaled 14.64%, our Tier 1 risk-based capital ratio totaled 14.93%, and our total risk-based capital ratio totaled 15.83%. Refer to our

Analysis of Financial Condition – Capital Resources

.

Recent Acquisition

On August 10, 2018, we completed the acquisition of CB with approximately $4.09 billion in total assets and 16 banking centers. The total assets acquired from CB included $2.74 billion of acquired loans, net of an $82.7 million discount, $717.0 million of investment securities, and $70.9 million in bank-owned life insurance. The acquisition resulted in approximately $547.1 million of goodwill and $52.2 million in core deposit premium. At the close of the merger, the entire CB security portfolio was liquidated at fair market value, as was $297.6 million of FHLB term advances and $166.0 million of overnight borrowings assumed from CB. The assets acquired and liabilities assumed have been accounted for under the acquisition method of accounting. The change in goodwill resulted from finalizing the fair value of impaired loans. The purchase price allocation was finalized in the second quarter of 2019. The consolidation of banking centers was completed during the second quarter of 2019, in which four additional banking centers were consolidated into CBB banking centers.

We have included the financial results of the business combination in the consolidated statement of earnings and comprehensive income beginning on the acquisition date.

42

ANALYSIS OF THE RESULTS OF OPERATIONS

Financial Performance

	For the Three Months Ended						Variance
	September 30, 2019			June 30, 2019			$		%
	(Dollars in thousands, except per share amounts)
Net interest income	$	108,159		$	111,057		$	(2,898)		-2.61%
Provision for loan losses		(1,500	)		(2,000	)		500		25.00%
Noninterest income		11,894			18,205			(6,311)		-34.67%
Noninterest expense		(47,535	)		(50,528	)		2,993		5.92%
Income taxes		(20,595	)		(22,253	)		1,658		7.45%
Net earnings	$	50,423		$	54,481		$	(4,058)		-7.45%
Earnings per common share:
Basic	$	0.36		$	0.39		$	(0.03)
Diluted	$	0.36		$	0.39		$	(0.03)
Return on average assets		1.78%			1.95%			-0.17%
Return on average shareholders’ equity		10.18%			11.38%			-1.20%
Efficiency ratio		39.60%			39.09%			0.51%
Noninterest expense to average assets		1.68%			1.81%			-0.13%

	For the Three Months Ended								For the Nine Months Ended
	September 30,				Variance				September 30,				Variance
	2019		2018		$		%		2019		2018		$		%
	(Dollars in thousands, except per share amounts)
Net interest income	$	108,159	$	92,820	$	15,339		16.53%	$	328,752	$	236,029	$	92,723		39.28%
(Provision for) recapture of provision for loan losses		(1,500)		(500)		(1,000)		-200.00%		(5,000)		1,500		(6,500)		-433.33%
Noninterest income		11,894		10,112		1,782		17.62%		46,402		32,723		13,679		41.80%
Noninterest expense		(47,535)		(48,880)		1,345		2.75%		(149,667)		(119,080)		(30,587)		-25.69%
Income taxes		(20,595)		(14,994)		(5,601)		-37.35%		(63,941)		(42,328)		(21,613)		-51.06%
Net earnings	$	50,423	$	38,558	$	11,865		30.77%	$	156,546	$	108,844	$	47,702		43.83%
Earnings per common share:
Basic	$	0.36	$	0.30	$	0.06			$	1.12	$	0.94	$	0.18
Diluted	$	0.36	$	0.30	$	0.06			$	1.12	$	0.94	$	0.18
Return on average assets		1.78%		1.52%		0.26%				1.86%		1.65%		0.21%
Return on average shareholders’ equity		10.18%		10.17%		0.01%				10.89%		11.86%		-0.97%
Efficiency ratio		39.60%		47.49%		-7.89%				39.89%		44.31%		-4.42%
Noninterest expense to average assets		1.68%		1.93%		-0.25%				1.77%		1.80%		-0.03%

43

Return on Average Tangible Common Equity Reconciliation

(Non-GAAP)

The return on average tangible common equity is a

non-GAAP

disclosure. The Company uses certain

non-GAAP

financial measures to provide supplemental information regarding the Company’s performance. The following is a reconciliation of net income, adjusted for

tax-effected

amortization of intangibles, to net income computed in accordance with GAAP; a reconciliation of average tangible common equity to the Company’s average stockholders’ equity computed in accordance with GAAP; as well as a calculation of return on average tangible common equity.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
	(Dollars in thousands)
Net Income	$	50,423		$	38,558		$	156,546		$	108,844
Add: Amortization of intangible assets		2,648			1,736			8,338			2,395
Less: Tax effect of amortization of intangible assets (1)		(783)			(513)			(2,465)			(708)
Tangible net income	$	52,288		$	39,781		$	162,419		$	110,531
Average stockholders’ equity	$	1,965,427		$	1,503,643		$	1,921,981		$	1,226,848
Less: Average goodwill		(663,707)			(419,418)			(665,470)			(218,625)
Less: Average intangible assets		(46,720)			(34,811)			(49,682)			(16,078)
Average tangible common equity	$	1,255,000		$	1,049,414		$	1,206,829		$	992,145
Return on average equity, annualized		10.18	%		10.17	%		10.89	%		11.86	%
Return on average tangible common equity, annualized		16.53	%		15.04	%		17.99	%		14.89	%

(1) Tax effected at respective statutory rates.

Net Interest Income

The principal component of our earnings is net interest income, which is the difference between the interest and fees earned on loans and investments (interest-earning assets) and the interest paid on deposits and borrowed funds (interest-bearing liabilities). Net interest margin is net interest income as a percentage of average interest-earning assets for the period. The level of interest rates and the volume and mix of interest-earning assets and interest-bearing liabilities impact net interest income and net interest margin. The net interest spread is the yield on average interest-earning assets minus the cost of average interest-bearing liabilities. Net interest margin and net interest spread are included on a tax equivalent (TE) basis by adjusting interest income utilizing the federal statutory tax rates of 21% in effect for the three and nine months ended September 30, 2019 and 2018. Our net interest income, interest spread, and net interest margin are sensitive to general business and economic conditions. These conditions include short-term and long-term interest rates, inflation, monetary supply, and the strength of the international, national and state economies, in general, and more specifically, the local economies in which we conduct business. Our ability to manage net interest income during changing interest rate environments will have a significant impact on our overall performance. We manage net interest income through affecting changes in the mix of interest-earning assets as well as the mix of interest-bearing liabilities, changes in the level of interest-bearing liabilities in proportion to interest-earning assets, and in the growth and maturity of earning assets. See Item 2 –

Management’s Discussion and Analysis of Financial Condition and Results of Operations – Asset/Liability and Market Risk Management – Interest Rate Sensitivity Management

included herein.

44

The table below presents the interest rate spread, net interest margin and the composition of average interest-earning assets and average interest-bearing liabilities by category for the periods indicated, including the changes in average balance, composition, and average yield/rate between these respective periods.

	For the Three Months Ended September 30,
	2019						2018
	Average Balance		Interest		Yield/ Rate		Average Balance		Interest		Yield/ Rate
	(Dollars in thousands)
INTEREST-EARNING ASSETS
Investment securities (1)
Available-for-sale securities:
Taxable	$	1,505,087	$	8,949		2.38%	$	1,863,399	$	11,126		2.39%
Tax-advantaged		40,189		273		3.75%		55,020		395		3.86%
Held-to-maturity securities:
Taxable		506,203		2,883		2.28%		527,688		2,961		2.24%
Tax-advantaged		205,996		1,415		3.32%		237,933		1,705		3.47%
Investment in FHLB stock		17,688		301		6.75%		24,645		329		5.30%
Interest-earning deposits with other institutions		174,119		946		2.16%		63,572		304		1.90%
Loans (2)		7,495,289		98,796		5.23%		6,350,240		79,818		4.99%
Total interest-earning assets		9,944,571		113,563		4.55%		9,122,497		96,638		4.23%
Total noninterest-earning assets		1,269,845						935,028
Total assets	$	11,214,416					$	10,057,525
INTEREST-BEARING LIABILITIES
Savings deposits (3)	$	2,991,330		3,501		0.46%	$	2,850,169		2,101		0.29%
Time deposits		473,347		1,088		0.91%		503,649		866		0.68%
Total interest-bearing deposits		3,464,677		4,589		0.53%		3,353,818		2,967		0.35%
FHLB advances, other borrowings, and customer repurchase agreements		446,087		815		0.72%		478,538		851		0.70%
Interest-bearing liabilities		3,910,764		5,404		0.55%		3,832,356		3,818		0.39%
Noninterest-bearing deposits		5,227,595						4,651,127
Other liabilities		110,630						70,399
Stockholders’ equity		1,965,427						1,503,643
Total liabilities and stockholders’ equity	$	11,214,416					$	10,057,525
Net interest income			$	108,159					$	92,820
Net interest spread - tax equivalent						4.00%						3.84%
Net interest margin						4.32%						4.04%
Net interest margin - tax equivalent						4.34%						4.06%

(1) Includes tax equivalent (TE) adjustments utilizing federal statutory rates of 21% in effect for the three months ended September 30, 2019 and 2018. The non TE rates were 2.40% and 2.41% for the three months ended September 30, 2019 and 2018, respectively.

(2) Includes loan fees of $782,000 and $865,000 for the three months ended September 30, 2019 and 2018, respectively. Prepayment penalty fees of $1.0 million and $674,000 are included in interest income for the three months ended September 30, 2019 and 2018, respectively.

(3) Includes interest-bearing demand and money market accounts.

45

	For the Nine Months Ended September 30,
	2019						2018
	Average Balance		Interest		Yield/ Rate		Average Balance		Interest		Yield/ Rate
	(Dollars in thousands)
INTEREST-EARNING ASSETS
Investment securities (1)
Available-for-sale securities:
Taxable	$	1,582,902	$	29,079		2.45%	$	1,920,942	$	33,861		2.36%
Tax-advantaged		42,746		906		3.87%		54,517		1,225		3.99%
Held-to-maturity securities:
Taxable		509,247		8,725		2.29%		540,952		8,887		2.19%
Tax-advantaged		216,343		4,524		3.37%		246,270		5,351		3.50%
Investment in FHLB stock		17,688		931		7.04%		20,032		959		6.40%
Interest-earning deposits with other institutions		70,848		1,140		2.15%		115,200		1,475		1.71%
Loans (2)		7,571,502		300,326		5.30%		5,312,557		192,382		4.84%
Total interest-earning assets		10,011,276		345,631		4.63%		8,210,470		244,140		4.00%
Total noninterest-earning assets		1,269,160						626,966
Total assets	$	11,280,436					$	8,837,436
INTEREST-BEARING LIABILITIES
Savings deposits (3)	$	3,047,444		9,159		0.40%	$	2,460,390		4,667		0.25%
Time deposits		497,370		3,394		0.91%		416,754		1,374		0.44%
Total interest-bearing deposits		3,544,814		12,553		0.47%		2,877,144		6,041		0.28%
FHLB advances, other borrowings, and customer repurchase agreements		573,633		4,326		1.00%		507,755		2,070		0.54%
Interest-bearing liabilities		4,118,447		16,879		0.55%		3,384,899		8,111		0.32%
Noninterest-bearing deposits		5,136,233						4,158,365
Other liabilities		103,775						67,324
Stockholders’ equity		1,921,981						1,226,848
Total liabilities and stockholders’ equity	$	11,280,436					$	8,837,436
Net interest income			$	328,752					$	236,029
Net interest spread - tax equivalent						4.08%						3.68%
Net interest margin						4.39%						3.84%
Net interest margin - tax equivalent						4.41%						3.87%

(1) Includes tax equivalent (TE) adjustments utilizing federal statutory rates of 21% in effect for the nine months ended September 30, 2019 and 2018. The non TE rates were 2.45% and 2.38% for the nine months ended September 30, 2019 and 2018, respectively.

(2) Includes loan fees of $2.3 million and $2.6 million for the nine months ended September 30, 2019 and 2018, respectively. Prepayment penalty fees of $3.4 million and $2.1 million are included in interest income for the nine months ended September 30, 2019 and 2018, respectively.

(3) Includes interest-bearing demand and money market accounts.

46

The following table presents a comparison of interest income and interest expense resulting from changes in the volumes and rates on average interest-earning assets and average interest-bearing liabilities for the periods indicated. Changes in interest income or expense attributable to volume changes are calculated by multiplying the change in volume by the initial average interest rate. The change in interest income or expense attributable to changes in interest rates is calculated by multiplying the change in interest rate by the initial volume. The changes attributable to interest rate and volume changes are calculated by multiplying the change in rate times the change in volume.

Rate and Volume Analysis for Changes in Interest Income, Interest Expense and Net Interest Income

	Comparision of Three Months Ended September 30, 2019 Compared to 2018 Increase (Decrease) Due to
	Volume			Rate			Rate/     Volume			Total
				(Dollars in thousands)
Interest income:
Available-for-sale securities:
Taxable investment securities	$	(2,122	)	$	(46	)	$	(9	)	$	(2,177	)
Tax-advantaged investment securities		(98	)		(19	)		(5	)		(122	)
Held-to-maturity securities:
Taxable investment securities		(120	)		44			(2	)		(78	)
Tax-advantaged investment securities		(215	)		(66	)		(9	)		(290	)
Investment in FHLB stock		(93	)		91			(26	)		(28	)
Interest-earning deposits with other institutions		529			41			72			642
Loans		14,389			3,888			701			18,978
Total interest income		12,270			3,933			722			16,925
Interest expense:
Savings deposits		104			1,235			61			1,400
Time deposits		(52	)		292			(18	)		222
FHLB advances, other borrowings, and customer repurchase agreements		(56	)		21			(1	)		(36	)
Total interest expense		(4	)		1,548			42			1,586
Net interest income	$	12,274		$	2,385		$	680		$	15,339
	Comparision of Nine Months Ended September��30, 2019 Compared to 2018 Increase (Decrease) Due to
	Volume			Rate			Rate/     Volume			Total
				(Dollars in thousands)
Interest income:
Available-for-sale securities:
Taxable investment securities	$	(5,894	)	$	1,346		$	(234	)	$	(4,782	)
Tax-advantaged investment securities		(264	)		(70	)		15			(319	)
Held-to-maturity securities:
Taxable investment securities		(583	)		447			(26	)		(162	)
Tax-advantaged investment securities		(651	)		(201	)		25			(827	)
Investment in FHLB stock		(114	)		97			(11	)		(28	)
Interest-earning deposits with other institutions		(567	)		378			(146	)		(335	)
Loans		81,793			18,349			7,802			107,944
Total interest income		73,720			20,346			7,425			101,491
Interest expense:
Savings deposits		1,113			2,728			651			4,492
Time deposits		266			1,470			284			2,020
FHLB advances, other borrowings, and customer repurchase agreements		271			1,757			228			2,256
Total interest expense		1,650			5,955			1,163			8,768
Net interest income	$	72,070		$	14,391		$	6,262		$	92,723

47

Third Quarter of 2019 Compared to the Third Quarter of 2018

Net interest income, before provision for loan losses, of $108.2 million for the third quarter of 2019 increased $15.3 million, or 16.53%, compared to $92.8 million for the third quarter of 2018. Interest-earning assets increased on average by $822.1 million, or 9%, from $9.12 billion for the third quarter of 2018 to $9.94 billion for the third quarter of 2019. The growth in interest-earning assets was primarily the result of loan growth from the acquisition of CB. Our net interest margin (TE) was 4.34% for the third quarter of 2019, compared to 4.06% for the third quarter of 2018. The increase in our net interest margin was primarily due to a 32 basis point increase in our average yield on interest-earning assets (TE), which resulted from a 24 basis point increase in our loan yield and an increase in loans as a percentage of our average earning assets. Discount accretion on acquired loans and nonrecurring nonaccrual interest paid was $7.3 million for the third quarter of 2019, compared to $4.9 million for the third quarter of 2018.

Interest income for the third quarter of 2019 was $113.6 million, which represented a $16.9 million, or 17.51%, increase when compared to the same period of 2018. Average interest-earning assets increased by $822.1 million and the average interest-earning asset yield of 4.55%, compared to 4.23% for the third quarter of 2018. The 32 basis point increase in the interest-earning asset yield over the third quarter of 2018 resulted from the combination of a 24 basis point increase in loan yields and the change in mix of earning assets, represented by an increase in average loans as a percentage of earning assets from 69.6% in the third quarter of 2018 to 75.4% in the third quarter of 2019. Conversely, average investment securities declined as a percentage of earning assets from 29.4% in the prior year to 22.7% in the third quarter of 2019.

Interest income and fees on loans for the third quarter of 2019 of $98.8 million increased $19.0 million, or 23.78%, when compared to the third quarter of 2018 primarily due to loans acquired from CB. Average loans increased $1.15 billion for the third quarter of 2019 when compared with the same period of 2018. As a result of higher levels of discount accretion on acquired CB loans and nonaccrual interest paid, third quarter interest income increased by $2.5 million in comparison to the third quarter of 2018. Also contributing to the 24 basis point increase in loan yield were increases in the rate on loans indexed to variable interest rates, such as the Bank’s prime rate, which increased by 0.25% when compared to the end of third quarter of 2018.

Interest income from investment securities was $13.5 million for the third quarter of 2019, a $2.7 million, or 16.48%, decrease from $16.2 million for the third quarter of 2018. This decrease was primarily the result of a $426.6 million decline in average investment securities for the third quarter of 2019, compared to the same period of 2018. The yield on investments decreased by two basis points compared to the third quarter of 2018.

Interest expense of $5.4 million for the third quarter of 2019, increased $1.6 million, or 41.54%, compared to the third quarter of 2018, as our average interest-bearing liabilities increased by $110.9 million and our cost of interest-bearing deposits increased 17 basis points. Our total cost of funds for the third quarter of 2019 was 0.23%, compared to 0.18% for the third quarter of 2018. The overall cost of funds increased by only five basis points due to the continued strength and growth of noninterest-bearing deposits, during a period of higher short-term interest rates. Average interest-bearing deposits and customer repurchase agreements increased by $130.7 million, as we assumed $1.61 billion interest-bearing deposits from CB during the third quarter of 2018. Average noninterest-bearing deposits represented 60.14% of our total deposits for the third quarter of 2019, compared to 58.10% for the third quarter of 2018.

Nine Months of 2019 Compared to the Nine Months of 2018

Net interest income, before recapture of provision for (recapture of) loan losses, was $328.8 million for the nine months ended September 30, 2019, an increase of $92.7 million, or 39.28%, compared to $236.0 million for the same period of 2018. Interest-earning assets increased on average by $1.80 billion, or 21.93%, from $8.21 billion for the nine months ended September 30, 2018 to $10.01 billion for the current year. Our net interest margin (TE) was 4.41% during the first nine months of 2019, compared to 3.87% for the same period of 2018.

Interest income for the nine months ended September 30, 2019 was $345.6 million, which represented a $101.5 million, or 41.57%, increase when compared to the same period of 2018. Compared to the first nine months of 2018, average interest-earning assets increased by $1.80 billion primarily due to loans acquired from CB, and the yield on interest-earning assets increased by 63 basis points. The 63 basis points increase in the earning asset yield over the first nine months of 2019, resulted from a 46 basis point increase in loan yields and a change in the mix of earning assets. Average loans as a percentage of earning assets grew from 64.7% for the first nine months of 2018 to 75.6% for the first nine months of 2019. Conversely, average investment securities declined as a percentage of earning assets from 33.7% in the prior year to 23.5% for the first nine months of 2019.

48

Interest income and fees on loans for the first nine months of 2019 of $300.3 million increased $107.9 million, or 56.11%, when compared to the same period of 2018. Average loans increased $2.26 billion for the first nine months of 2019 when compared with the same period of 2018, primarily due to loans acquired from CB. The first nine months of 2019 reflected a $15.5 million increase in discount accretion on acquired loans and nonaccrual interest paid when compared to the same period of 2018. In addition, loan yields increased by 23 basis points from the prior nine month period, primarily due to higher rates on loans indexed to variable interest rates such as the Bank’s prime rate.

Interest income from investment securities was $43.2 million for the nine months ended September 30, 2019, a $6.1 million decrease from $49.3 million for the first nine months of 2018. This decrease was the net result of a $411.4 million decrease in the average investment securities for the first nine months of 2019, compared to the same period of 2018, partially offset by a seven basis points increase in the non

tax-equivalent

yield on securities.

Interest expense of $16.9 million for the nine months ended September 30, 2019, increased by $8.8 million from the same period of 2018. The average rate paid on interest-bearing liabilities increased by 23 basis points, to 0.55% for the first nine months of 2019, from 0.32% for the same period of 2018. The rate on interest-bearing deposits for the first nine months of 2019 increased by 19 basis points from the same period in 2018, as a result of higher rates on deposits acquired from CB and competition from higher interest rates offered by our competitors. Average interest-bearing liabilities were $733.5 million higher during the first nine months of 2019 when compared with the same period of 2018, primarily due to deposits assumed from CB. Average interest-bearing deposit growth of $667.7 million was partially offset by an $8.0 million decline in customer repurchase agreements. Average noninterest-bearing deposits represented 59.17% of our total deposits for the nine months ended September 30 2019, compared to 59.11% for the same period of 2018. Total cost of funds for the first nine months of 2019 was 0.24%, compared with 0.14% for the same period of 2018.

Provision for Loan Losses

The allowance for loan losses is increased by the provision for loan losses and recoveries of prior losses, and is decreased by recapture of provisions and by charge-offs taken when management believes the uncollectability of any loan is confirmed. The provision for loan losses is determined by management as the amount to be added to (subtracted from) the allowance for loan losses after net charge-offs have been deducted to bring the allowance to an appropriate level which, in management’s best estimate, is necessary to absorb probable loan losses within the existing loan portfolio.

The allowance for loan losses totaled $68.7 million at September 30, 2019, compared to $63.6 million at December 31, 2018 and $60.0 million as of September 30, 2018. The allowance for loan losses was increased by $5.0 million in loan loss provision and $59,000 in net recoveries for the nine months ended September 30, 2019. This compares to a $1.5 million loan loss provision recapture and net recoveries of $1.9 million for the same period of 2018. The increase in provision for loan losses was primarily due to lower levels of net recoveries and additional provision due to loan growth during the period experienced within the commercial and industrial and commercial real estate segments of the

non-acquired

loan portfolio. We periodically assess the quality of our portfolio to determine whether additional provisions for loan losses are necessary. In addition to the growth in the

non-acquired

loan portfolio, the provision was the result of the net effect of modest increases in certain qualitative loss factors and reduced reserve requirements for moderate reductions in historical loss rates across the portfolio. We believe the allowance is appropriate at September 30, 2019. The ratio of the allowance for loan losses to total loans and leases outstanding, net of deferred fees and discount, as of September 30, 2019, December 31, 2018 and September, 2018 was 0.92%, 0.82% and 0.79%, respectively. As of September 30, 2019, remaining credit related discounts on acquired loans were $37.0 million. Refer to the discussion of “Allowance for Loan Losses” in Item 2 —

Management’s Discussion and Analysis of Financial Condition and Results of Operations

contained herein for discussion concerning observed changes in the credit quality of various components of our loan portfolio as well as changes and refinements to our methodology.

No assurance can be given that economic conditions which adversely affect the Company’s service areas or other circumstances will or will not be reflected in increased provisions for loan losses in the future, as the nature of this process requires considerable judgment. See “Allowance for Loan Losses” under

Analysis of Financial Condition

herein.

49

Noninterest Income

Noninterest income includes income derived from financial services offered, such as CitizensTrust, BankCard services, international banking, and other business services. Also included in noninterest income are service charges and fees, primarily from deposit accounts, gains (net of losses) from the disposition of investment securities, loans, other real estate owned, and fixed assets, and other revenues not included as interest on earning assets.

The following table sets forth the various components of noninterest income for the periods presented.

	For the Three Months Ended September 30,				Variance						For the Nine Months Ended September 30,				Variance
	2019		2018		$			%			2019		2018		$			%
	(Dollars in thousands)
Noninterest income:
Service charges on deposit accounts	$	4,833	$	4,295	$	538			12.53	%	$	15,039	$	12,431	$	2,608			20.98	%
Trust and investment services		2,330		2,182		148			6.78	%		6,964		6,738		226			3.35	%
Bankcard services		637		875		(238	)		-27.20	%		2,614		2,637		(23	)		-0.87	%
BOLI income		1,797		936		861			91.99	%		4,482		2,984		1,498			50.20	%
Gain on OREO, net		-		-		-			-			129		3,540		(3,411	)		-96.36	%
Gain on sale of building, net		-				-			-			4,545		-		4,545			-
Gain on eminent domain condemnation, net		-				-			-			5,685		-		5,685			-
Other		2,297		1,824		473			25.93%			6,944		4,393		2,551			58.07%
Total noninterest income	$	11,894	$	10,112	$	1,782			17.62	%	$	46,402	$	32,723	$	13,679			41.80	%

Third Quarter of 2019 Compared to the Third Quarter of 2018

The $1.8 million growth in noninterest income included an increase of $861,000 in BOLI income. The $538,000 increase in service charges on deposit accounts from the third quarter of 2018 was primarily due to growth in service charges on deposits assumed in the acquisition of CB.

CitizensTrust consists of Wealth Management and Investment Services income. The Wealth Management group provides a variety of services, which include asset management, financial planning, estate planning, retirement planning, private and corporate trustee services, and probate services. Investment Services provides self-directed brokerage, 401(k) plans, mutual funds, insurance and other

non-insured

investment products. At September 30, 2019, CitizensTrust had approximately $2.83 billion in assets under management and administration, including $1.96 billion in assets under management compared with $1.79 billion in assets under management at September 30, 2018. CitizensTrust generated fees of $2.3 million for the third quarter of 2019, an increase of $148,000 compared to the third quarter of 2018, due to the growth in assets under management.

The Bank’s investment in BOLI includes life insurance policies acquired through acquisitions and the purchase of life insurance by the Bank on a selected group of employees. The Bank is the owner and beneficiary of these policies. BOLI is recorded as an asset at its cash surrender value. Increases in the cash value of these policies, as well as insurance proceeds received, are recorded in noninterest income and are not subject to income tax, as long as they are held for the life of the covered parties. Death benefits of $468,000 were included in our BOLI policies for the third quarter of 2019. The $473,000 increase in other income included a $305,000 increase in swap fee income and a $272,000 increase in international banking fee income. For the third quarter of 2019, the Durbin Amendment’s cap on interchange fees became effective for the Company, which reduced our fee income for bankcard services by approximately $400,000 when compared to the third quarter of 2018.

Nine Months of 2019 Compared to the Nine Months of 2018

The $13.7 million increase in noninterest income for the nine months ended September 30, 2019, was primarily due to a $5.7 million net gain from the legal settlement of an eminent condemnation of one of our business financial center buildings in Bakersfield and a $4.5 million net gain on the sale of one of our bank owned buildings, compared with a $3.5 million net gain on the sale of one OREO during the first nine months of 2018. Service charges on deposit accounts increased by $2.6 million from the first nine months of 2018, primarily due to the acquisition of CB. The $1.5 million increase in BOLI income included $1.2 million in income from $70.9 million in BOLI policies acquired from CB in the third quarter of 2018 and $468,000 of death benefits included in our BOLI policies for the first nine months of 2019. The $2.6 million increase in other income included increases of approximately $800,000 in both international banking fees and swap fee income. In addition, SBA servicing income and dividend income from various equity investments increased from the prior nine month period.

50

Noninterest Expense

The following table summarizes the various components of noninterest expense for the periods presented.

	For the Three Months Ended   September 30,				Variance					For the Nine Months Ended   September 30,				Variance
	2019		2018		$			%		2019		2018		$			%
								(Dollars in thousands)
Noninterest expense:
Salaries and employee benefits	$	30,122	$	26,319	$	3,803			14.45%	$	88,286	$	69,684	$	18,602			26.69%
Occupancy		3,976		4,168		(192	)		-4.61%		12,771		10,924		1,847			16.91%
Equipment		1,116		1,156		(40	)		-3.46%		3,577		2,910		667			22.92%
Professional services		1,688		1,154		534			46.27%		5,653		4,374		1,279			29.24%
Software licenses and maintenance		2,450		2,317		133			5.74%		7,414		5,836		1,578			27.04%
Marketing and promotion		1,517		1,134		383			33.77%		4,149		3,638		511			14.05%
Amortization of intangible assets		2,648		1,736		912			52.53%		8,338		2,395		5,943			248.14%
Telecommunications expense		656		622		34			5.47%		2,126		1,711		415			24.25%
Regulatory assessments		147		896		(749	)		-83.59%		1,805		2,276		(471	)		-20.69%
Insurance		430		432		(2	)		-0.46%		1,368		1,278		90			7.04%
Loan expense		308		274		34			12.41%		1,115		678		437			64.45%
Directors’ expenses		314		275		39			14.18%		921		785		136			17.32%
Stationery and supplies		259		251		8			3.19%		867		795		72			9.06%
Acquisition related expenses		244		6,645		(6,401	)		-96.33%		6,005		7,942		(1,937	)		-24.39%
Other		1,660		1,501		159			10.59%		5,272		3,854		1,418			36.79%
Total noninterest expense	$	47,535	$	48,880	$	(1,345	)		-2.75%	$	149,667	$	119,080	$	30,587			25.69%
Noninterest expense to average assets		1.68%		1.93%							1.77%		1.80%
Efficiency ratio (1)		39.60%		47.49%							39.89%		44.31%

(1) Noninterest expense divided by net interest income before provision for loan losses plus noninterest income.

Third Quarter of 2019 Compared to the Third Quarter of 2018

Our ability to control noninterest expenses in relation to asset growth can be measured in terms of total noninterest expenses as a percentage of average assets. Noninterest expense as a percentage of average assets was 1.68% for the third quarter of 2019, compared to 1.93% for the third quarter of 2018. The decrease is primarily the result of lower acquisition expense of $6.4 million.

Our ability to control noninterest expenses in relation to the level of total revenue (net interest income before provision for loan losses plus noninterest income) can be measured by the efficiency ratio and indicates the percentage of net revenue that is used to cover expenses. The efficiency ratio was 39.60% for the third quarter of 2019, compared to 47.49% for the third quarter of 2018.

The $1.3 million, or 2.75%, decrease in noninterest expense for the third quarter of 2019 reflects both the impact of merger related expense in the third quarter of 2018, which was $6.4 million higher than the current quarter, and year-over-year increase in salaries and benefit costs of $3.8 million. Higher expense for accelerated vesting of stock grants and bonus compensation of approximately $1 million, related to the amended employment agreement and consulting agreement for the Company’s retiring Chief Executive Officer contributed to the increase in compensation costs. Year-over-year growth of approximately $2 million was primarily due to additional compensation related expenses for the former CB employees who were retained after the merger. CDI amortization increased by $912,000 as a result of core deposits assumed from CB. The third quarter of 2019 also reflected a $780,000 decrease in FDIC assessment expense.

51

Nine Months of 2019 Compared to the Nine Months of 2018

Noninterest expense of $149.7 million for the first nine months of 2019 was $30.6 million higher than the prior year period. Salaries and benefit costs increased by $18.6 million primarily due to additional compensation related expenses for the newly hired and former CB employees who were retained after the merger and $1.4 million in higher stock related compensation expense. The year-over-year increase also included a $5.9 million increase in amortization of intangible assets due to core deposits assumed from CB. The primary driver of a $2.5 million increase in occupancy and equipment expense, a $1.6 million increase in software licenses and maintenance, and a $1.3 million increase in professional services, was the merger with CB. These increases were partially offset by a $1.9 million decrease in merger related expenses. The $1.4 million increase in other expenses was also primarily related to higher expenses related to the operations of a larger Bank after the CB merger. As a percentage of average assets, noninterest expense was 1.77% for the nine months ended September 30, 2019, compared to 1.80% for the same period of 2018. For the nine months ended 2019, the efficiency ratio was 39.89%, compared to 44.31% for the same period of 2018.

Income Taxes

The Company’s effective tax rate for the three and nine months ended September 30, 2019 was 29.00%, compared to 28.00% for the same periods of 2018. The increase was due to higher income growth from

non-tax

advantaged revenue sources. Our estimated annual effective tax rate also varies depending upon the level of

tax-advantaged

income as well as available tax credits.

The Company’s effective tax rates are below the nominal combined Federal and State tax rate primarily as a result of

tax-advantaged

income from certain municipal security investments, municipal loans and leases and BOLI, as well as available tax credits for each period. 

52

ANALYSIS OF FINANCIAL CONDITION

The Company reported total assets of $11.33 billion at September 30, 2019. This represented a decrease of $196.4 million, or 1.70%, from total assets of $11.53 billion at December 31, 2018. Interest-earning assets of $10.01 billion at September 30, 2019 decreased $281.0 million, or 2.73%, when compared with $10.29 billion at December 31, 2018. The decrease in interest-earning assets was primarily due to a $270.2 million decrease in total loans and a $204.2 million decrease in investment securities, partially offset by a $195.4 million increase in interest-earning balances due from the Federal Reserve. The decrease in total loans included an $89.2 million decline in dairy & livestock loans primarily due to seasonal pay downs, which historically occur in the first quarter of each calendar year. Excluding dairy and livestock loans, total loans declined by $181.9 million, or 2.45%. Total liabilities were $9.37 billion at September 30, 2019, a decrease of $312.1 million, or 3.22%, from total liabilities of $9.68 billion at December 31, 2018. Total deposits declined by $33.2 million, or 0.38%. Total equity increased $115.7 million, or 6.25%, to $1.97 billion at September 30, 2019, compared to total equity of $1.85 billion at December 31, 2018. The $115.7 million increase in equity was due to $156.5 million in net earnings, a $30.4 million increase in other comprehensive income, net of tax, resulting from the net increase in market value of our investment securities portfolio, and $4.5 million for various stock based compensation items. This was offset by $75.7 million in cash dividends declared during the first nine months of 2019.

Investment Securities

The Company maintains a portfolio of investment securities to provide interest income and to serve as a source of liquidity for its ongoing operations. At September 30, 2019, we reported total investment securities of $2.27 billion. This represented a decrease of $204.2 million, or 8.24%, from total investment securities of $2.48 billion at December 31, 2018. The decrease in investment securities was due to cash outflow from the portfolio, partially offset by reinvesting activity during the first nine months of 2019. At September 30, 2019, investment securities HTM totaled $704.0 million. At September 30, 2019, our AFS investment securities totaled $1.57 billion, inclusive of a

pre-tax

unrealized gain of $21.0 million. The

after-tax

unrealized gain reported in AOCI on AFS investment securities was $14.8 million.

As of September 30, 2019, the Company had a

pre-tax

net unrealized holding gain on AFS investment securities of $21.0 million, compared to a

pre-tax

net unrealized holding loss of $23.6 million at December 31, 2018. The changes in the net unrealized holding gain resulted primarily from fluctuations in market interest rates. For the nine months ended September 30, 2019 and 2018, repayments/maturities of investment securities totaled $355.8 million and $385.0 million, respectively. The Company purchased additional investment securities totaling $268.3 million and $98.7 million for the first nine months ended September 30, 2019 and 2018, respectively. During the first nine months of 2019, we sold 14 investment securities at book value of approximately $152.6 million. At the close of the merger in the third quarter of 2018, we liquidated the entire investment security portfolio of $717.0 million acquired from CB. No other investment securities were sold during the first nine months ended September 30, 2018.

The tables below set forth investment securities AFS and HTM as of the dates presented.

	September 30, 2019
	Amortized   Cost		Gross   Unrealized   Holding Gain		Gross   Unrealized   Holding Loss		Fair Value		Total Percent
	(Dollars in thousands)
Investment securities available-for-sale:
Residential mortgage-backed securities	$	1,127,395	$	20,105	$	(1,341)	$	1,146,159		72.99%
CMO/REMIC - residential		381,615		1,649		(336)		382,928		24.38%
Municipal bonds		39,564		924		(1)		40,487		2.58%
Other securities		832		-		-		832		0.05%
Total available-for-sale securities	$	1,549,406	$	22,678	$	(1,678)	$	1,570,406		100.00%
Investment securities held-to-maturity:
Government agency/GSE	$	123,917	$	3,238	$	(170)	$	126,985		17.60%
Residential mortgage-backed securities		172,919		2,624		(3)		175,540		24.56%
CMO		204,263		76		(1,467)		202,872		29.02%
Municipal bonds		202,854		4,198		(558)		206,494		28.82%
Total held-to-maturity securities	$	703,953	$	10,136	$	(2,198)	$	711,891		100.00%

53

	December 31, 2018
	Amortized   Cost		Gross   Unrealized   Holding Gain		Gross   Unrealized   Holding Loss		Fair Value		Total Percent
	(Dollars in thousands)
Investment securities available-for-sale:
Residential mortgage-backed securities	$	1,494,106	$	1,348	$	(20,946)	$	1,474,508		85.03%
CMO/REMIC - residential		217,223		353		(3,525)		214,051		12.34%
Municipal bonds		45,621		332		(1,143)		44,810		2.59%
Other securities		716		-		-		716		0.04%
Total available-for-sale securities	$	1,757,666	$	2,033	$	(25,614)	$	1,734,085		100.00%
Investment securities held-to-maturity:
Government agency/GSE	$	138,274	$	572	$	(2,622)	$	136,224		18.57%
Residential mortgage-backed securities		153,874		-		(3,140)		150,734		20.67%
CMO		215,336		-		(12,081)		203,255		28.93%
Municipal bonds		236,956		556		(6,188)		231,324		31.83%
Total held-to-maturity securities	$	744,440	$	1,128	$	(24,031)	$	721,537		100.00%

The weighted-average yield (TE) on the total investment portfolio at September 30, 2019 was 2.56% with a weighted-average life of 3.6 years. This compares to a weighted-average yield of 2.55% at December 31, 2018 with a weighted-average life of 4.3 years. The weighted average life is the average number of years that each dollar of unpaid principal due remains outstanding. Average life is computed as the weighted-average time to the receipt of all future cash flows, using as the weights the dollar amounts of the principal

pay-downs.

Approximately 89% of the securities in the total investment portfolio, at September 30, 2019, are issued by the U.S. government or U.S. government-sponsored agencies and enterprises, which have the implied guarantee of payment of principal and interest. As of September 30, 2019, approximately $80.2 million in U.S. government agency bonds are callable. The Agency CMO/REMIC securities are backed by agency-pooled collateral. Municipal bonds, which represented approximately 11% of the total investment portfolio, are predominately AA or higher rated securities.

54

The tables below show the Company’s investment securities’ gross unrealized losses and fair value by investment category and length of time that individual securities have been in a continuous unrealized loss position, at September 30, 2019 and December 31, 2018. The unrealized losses on these securities were primarily attributed to changes in interest rates. The issuers of these securities have not, to our knowledge, evidenced any cause for default on these securities. These securities have fluctuated in value since their purchase dates as market interest rates have fluctuated. However, we have the ability to hold and do not have the intent to sell these securities. As such, management does not deem these securities to be other-than-temporarily-impaired (“OTTI”). A summary of our analysis of these securities and the unrealized losses is described more fully in Note 5 —

Investment Securities

of the notes to the unaudited condensed consolidated financial statements. Economic trends or market interest rates may adversely affect the value of the portfolio of investment securities that we hold.

	September 30, 2019
	Less Than 12 Months					12 Months or Longer					Total
	Fair Value		Gross   Unrealized   Holding Losses			Fair Value		Gross   Unrealized   Holding Losses			Fair Value		Gross   Unrealized   Holding Losses
	(Dollars in thousands)
Investment securities available-for-sale:
Residential mortgage-backed securities	$	2	$	-		$	127,904	$	(1,341	)	$	127,906	$	(1,341	)
CMO/REMIC - residential		122,595		(156	)		39,498		(180	)		162,093		(336	)
Municipal bonds		-		-			564		(1	)		564		(1	)
Total available-for-sale securities	$	122,597	$	(156	)	$	167,966	$	(1,522	)	$	290,563	$	(1,678	)
Investment securities held-to-maturity:
Government agency/GSE	$	-	$	-		$	19,923	$	(170	)	$	19,923	$	(170	)
Residential mortgage-backed securities		5,021		(3	)		-		-			5,021		(3	)
CMO		-		-			178,297		(1,467	)		178,297		(1,467	)
Municipal bonds		3,037		(5	)		32,217		(553	)		35,254		(558	)
Total held-to-maturity securities	$	8,058	$	(8	)	$	230,437	$	(2,190	)	$	238,495	$	(2,198	)
	December 31, 2018
	Less Than 12 Months					12 Months or Longer					Total
	Fair Value		Gross   Unrealized   Holding Losses			Fair Value		Gross   Unrealized   Holding Losses			Fair Value		Gross   Unrealized   Holding Losses
						(Dollars in thousands)
Investment securities available-for-sale:
Residential mortgage-backed securities	$	692,311	$	(4,864	)	$	593,367	$	(16,082	)	$	1,285,678	$	(20,946	)
CMO/REMIC - residential		36,582		(365	)		135,062		(3,160	)		171,644		(3,525	)
Municipal bonds		9,568		(188	)		14,181		(955	)		23,749		(1,143	)
Total available-for-sale securities	$	738,461	$	(5,417	)	$	742,610	$	(20,197	)	$	1,481,071	$	(25,614	)
Investment securities held-to-maturity:
Government agency/GSE	$	7,479	$	(15	)	$	54,944	$	(2,607	)	$	62,423	$	(2,622	)
Residential mortgage-backed securities		59,871		(484	)		90,863		(2,656	)		150,734		(3,140	)
CMO		-		-			203,254		(12,081	)		203,254		(12,081	)
Municipal bonds		70,989		(778	)		77,723		(5,410	)		148,712		(6,188	)
Total held-to-maturity securities	$	138,339	$	(1,277	)	$	426,784	$	(22,754	)	$	565,123	$	(24,031	)

55

Loans

Prior to April 1, 2019, our loans and lease finance receivables consisted of purchase credit impaired (“PCI”) loans associated with the acquisition of San Joaquin Bank (“SJB”) on October 16, 2009, and loans and lease finance receivables excluding PCI loans

(“Non-PCI

loans”). The PCI loans are more fully discussed in Note 3 –

Summary of Significant Accounting Policies

, included in our Annual Report on Form

10-K

for the year ended December 31, 2018. At September 30, 2019 and December 31, 2018, the remaining discount associated with the PCI loans was zero and our total gross PCI loan portfolio represented less than 0.2% of total gross loans and leases at September 30, 2019 and December 31, 2018. Beginning with June 30, 2019, PCI loans were accounted for and combined with

Non-PCI

loans and were reflected in total loans and lease finance receivables.

Total loans and leases, net of deferred fees and discounts, of $7.49 billion at September 30, 2019 decreased by $270.2 million, or 3.48%, from December 31, 2018. The decrease in total loans included a $89.2 million decline in dairy & livestock loans primarily due to seasonal pay downs, which historically occur in the first quarter of each calendar year. The decrease in total loans included declines of $81.1 million in commercial and industrial loans, $33.0 million in commercial real estate loans, $31.7 million in SBA loans, $18.0 million in SFR mortgage loans, and $11.5 million in consumer and other loans. The decline in these loan categories was generally the result of increased competition for new loan originations and higher levels of loan prepayments, including loans acquired from the recent CB merger.

The following table presents our loan portfolio by type as of the dates presented.

Distribution of Loan Portfolio by Type

	September 30, 2019			December 31, 2018
	Total Loans and Leases			Non-PCI  Loans and Leases			PCI Loans			Total Loans and Leases
				(Dollars in thousands)
Commercial and industrial	$	921,678		$	1,002,209		$	519		$	1,002,728
SBA		319,571			350,043			1,258			351,301
Real estate:
Commercial real estate		5,375,668			5,394,229			14,407			5,408,636
Construction		119,931			122,782			-			122,782
SFR mortgage		278,644			296,504			145			296,649
Dairy & livestock and agribusiness		311,229			393,843			700			394,543
Municipal lease finance receivables		54,468			64,186			-			64,186
Consumer and other loans		117,128			128,429			185			128,614
Gross loans		7,498,317			7,752,225			17,214			7,769,439
Less: Deferred loan fees, net		(3,866	)		(4,828	)		-			(4,828	)
Gross loans, net of deferred loan fees		7,494,451			7,747,397			17,214			7,764,611
Less: Allowance for loan losses		(68,672	)		(63,409	)		(204	)		(63,613	)
Total loans and lease finance receivables	$	7,425,779		$	7,683,988		$	17,010		$	7,700,998

As of September 30, 2019, $245.6 million, or 4.57% of the total commercial real estate loans included loans secured by farmland, compared to $231.0 million, or 4.27%, at December 31, 2018. The loans secured by farmland included $130.4 million for loans secured by dairy & livestock land and $115.1 million for loans secured by agricultural land at September 30, 2019, compared to $126.9 million for loans secured by dairy & livestock land and $104.1 million for loans secured by agricultural land at December 31, 2018. As of September 30, 2019, dairy & livestock and agribusiness loans of $311.2 million were comprised of $251.3 million for dairy & livestock loans and $60.0 million for agribusiness loans, compared to $340.5 million for dairy & livestock loans and $54.0 million for agribusiness loans at December 31, 2018.

Real estate loans are loans secured by conforming trust deeds on real property, including property under construction, land development, commercial property and single-family and multi-family residences. Our real estate loans are comprised of industrial, office, retail, medical, single-family residences, multi-family residences, and farmland. Consumer loans include installment loans to consumers as well as home equity loans, auto and equipment leases and other loans secured by junior liens on real property. Municipal lease finance receivables are leases to municipalities. Dairy & livestock and agribusiness loans are loans to finance the operating needs of wholesale dairy farm operations, cattle feeders, livestock raisers and farmers.

As of September 30, 2019, the Company had $170.9 million of total SBA 504 loans. SBA 504 loans include term loans to finance capital expenditures and for the purchase of commercial real estate. Initially the Bank provides two separate loans to the borrower representing a first

56

and second lien on the collateral. The loan with the first lien is typically at a 50% advance to the acquisition costs and the second lien loan provides the financing for 40% of the acquisition costs with the borrower’s down payment representing 10% of the acquisition costs. The Bank retains the first lien loan for its term and sells the second lien loan to the SBA subordinated debenture program. A majority of the Bank’s 504 loans are granted for the purpose of commercial real estate acquisition. As of September 30, 2019, the Company had $148.7 million of total SBA 7(a) loans that include a guarantee of payment from the SBA (typically 75% of the loan amount, but up to 90% in certain cases) in the event of default. The SBA 7(a) loans include revolving lines of credit (SBA Express) and term loans of up to ten (10) years to finance long-term working capital requirements, capital expenditures, and/or for the purchase or refinance of commercial real estate.

As of September 30, 2019, the Company had $119.9 million in construction loans. This represents 1.60% of total gross loans

held-for-investment.

Although our construction loans are located throughout our market footprint, the majority of construction loans consist of commercial land development and construction projects in Los Angeles County, Orange County, and the Inland Empire region of Southern California. There were no nonperforming construction loans at September 30, 2019.

Our loan portfolio is from a variety of areas throughout our marketplace. The following is the breakdown of our total

held-for-investment

commercial real estate loans, by region as of September 30, 2019.

	September 30, 2019
	Total Loans			Commercial Real Estate Loans
	(Dollars in thousands)
Los Angeles County	$	3,301,874	44.0%	$	2,267,332	42.2%
Central Valley		1,112,079	14.8%		879,344	16.3%
Orange County		1,008,152	13.5%		665,360	12.4%
Inland Empire		976,892	13.0%		853,110	15.9%
Central Coast		420,226	5.6%		343,152	6.4%
San Diego		227,235	3.0%		129,115	2.4%
Other California		140,005	1.9%		70,640	1.3%
Out of State		311,854	4.2%		167,615	3.1%
	$	7,498,317	100.0%	$	5,375,668	100.0%

The table below breaks down our commercial real estate portfolio.

	September 30, 2019
	Loan Balance		Percent		Percent Owner-     Occupied (1)		Average Loan     Balance
			(Dollars in thousands)
Commercial real estate:
Industrial	$	1,890,465		35.2%		54.6%	$	1,430
Office		921,565		17.1%		26.9%		1,506
Retail		800,406		14.9%		13.1%		1,707
Multi-family		577,700		10.7%		0.5%		1,596
Medical		279,805		5.2%		45.3%		1,829
Secured by farmland (2)		245,574		4.6%		100.0%		2,030
Other (3)		660,153		12.3%		50.7%		1,423
Total commercial real estate	$	5,375,668		100.0%		39.0%		1,535

(1) Represents percentage of reported owner-occupied at origination in each real estate loan category.

(2) The loans secured by farmland included $130.4 million for loans secured by dairy & livestock land and $115.1 million for loans secured by agricultural land at September 30, 2019.

(3) Other loans consist of a variety of loan types, none of which exceeds 2.0% of total commercial real estate loans.

57

Nonperforming Assets

The following table provides information on nonperforming assets as of the dates presented.

	September 30, 2019		December 31, 2018  (1)
	(Dollars in thousands)
Nonaccrual loans	$	6,363	$	16,442
Troubled debt restructured loans (nonperforming)		249		3,509
OREO, net		9,450		420
Total nonperforming assets	$	16,062	$	20,371
Troubled debt restructured performing loans	$	3,168	$	3,594
Percentage of nonperforming assets to total loans outstanding, net of deferred fees, and OREO		0.21%		0.26%
Percentage of nonperforming assets to total assets		0.14%		0.18%

(1) Excludes PCI loans.

At September 30, 2019, loans classified as impaired totaled $9.8 million, or 0.13% of total gross loans, compared to $23.5 million, or 0.30% of total loans at December 31, 2018. At September 30, 2019, impaired loans resulting from troubled debt restructures represented $3.4 million, of which $249,000 were nonperforming and $3.2 million were performing.

Of the $9.8 million total impaired loans as of September 30, 2019, $6.9 million were considered collateral dependent and measured using the fair value of the collateral based on current appraisals (obtained within one year). The amount of impaired loans measured using the present value of expected future cash flows discounted at the loans effective rate was $2.9 million.

Troubled Debt Restructurings (“TDRs”)

Total TDRs were $3.4 million at September 30, 2019, compared to $7.1 million at December 31, 2018. At September 30, 2019, we had $249,000 in nonperforming TDR loans and $3.2 million of performing TDRs were accruing interest as restructured loans. Performing TDRs were generally provided a modification of loan repayment terms in response to borrower financial difficulties. The performing restructured loans represent the only impaired loans accruing interest at each respective reporting date. A performing restructured loan is categorized as such if we believe that it is reasonably assured of repayment and is performing in accordance with the modified terms. We have not restructured loans into multiple loans in what is typically referred to as an “A/B” note structure, where normally the “A” note meets current underwriting standards and the “B” note is typically immediately charged off upon restructuring.

58

The following table provides a summary of TDRs as of the dates presented.

	September 30, 2019				December 31, 2018
	Balance		Number of Loans		Balance		Number of Loans
			(Dollars in thousands)
Performing TDRs:
Commercial and industrial	$	88		2	$	135		2
SBA		542		1		575		1
Real Estate:
Commercial real estate		417		1		472		1
Construction		-		-		-		-
SFR mortgage		2,121		8		2,412		9
Dairy & livestock and agribusiness		-		-		-		-
Consumer and other		-		-		-		-
Total performing TDRs	$	3,168		12	$	3,594		13
Nonperforming TDRs:
Commercial and industrial	$	1		1	$	21		1
SBA		-		-		-		-
Real Estate:
Commercial real estate		-		-		3,143		1
Construction		-		-		-		-
SFR mortgage		-		-		-		-
Dairy & livestock and agribusiness		-		-		78		1
Consumer and other		248		1		267		1
Total nonperforming TDRs	$	249		2	$	3,509		4
Total TDRs	$	3,417		14	$	7,103		17

At September 30, 2019, there was no allowance for loan losses specifically allocated to TDRs. At December 31, 2018, $490,000 of the allowance for loan losses was specifically allocated to TDRs. Impairment amounts identified are typically charged off against the allowance at the time a probable loss is determined. Total charge-offs on TDRs for the nine months ended September 30, 2019 were $78,000, compared to no charge-offs for the same period of 2018.

59

Nonperforming Assets and Delinquencies

The table below provides trends in our nonperforming assets and delinquencies as of the dates presented.

	September 30, 2019		June 30, 2019		March 31, 2019		December 31, 2018		September 30, 2018
	(Dollars in thousands)
Nonperforming loans:
Commercial and industrial	$	1,550	$	1,993	$	8,388	$	7,490	$	3,026
SBA		2,706		5,082		4,098		2,892		3,005
Real estate:
Commercial real estate		1,083		1,095		1,134		6,068		5,856
Construction		-		-		-		-		-
SFR mortgage		888		2,720		2,894		2,937		2,961
Dairy & livestock and agribusiness		-		-		-		78		775
Consumer and other loans		385		397		477		486		807
Total	$	6,612	$	11,287	$	16,991	$	19,951	$	16,430
% of Total gross loans		0.09%		0.15%		0.22%		0.26%		0.22%
Past due 30-89 days:
Commercial and industrial	$	756	$	310	$	369	$	909	$	274
SBA		303		-		601		1,307		123
Real estate:
Commercial real estate		368		-		124		2,789		-
Construction		-		-		-		-		-
SFR mortgage		-		-		-		285		-
Dairy & livestock and agribusiness		-		-		-		-		-
Consumer and other loans		-		22		101		-		98
Total	$	1,427	$	332	$	1,195	$	5,290	$	495
% of Total gross loans		0.02%		0.004%		0.02%		0.07%		0.01%
OREO:
SBA	$	444	$	-	$	-	$	-	$	-
Real estate:
Commercial real estate		2,275		2,275		2,275		-		-
SFR mortgage		6,731		-		-		420		420
Total	$	9,450	$	2,275	$	2,275	$	420	$	420
Total nonperforming, past due, and OREO	$	17,489	$	13,894	$	20,461	$	25,661	$	17,345
% of Total gross loans		0.23%		0.18%		0.27%		0.33%		0.23%

Nonperforming loans, defined as nonaccrual loans plus nonperforming TDR loans, were $6.6 million at September 30, 2019, or 0.09% of total loans. Total nonperforming loans at September 30, 2019 included $4.5 million of nonperforming loans acquired from CB in the third quarter of 2018. This compares to nonperforming loans of $20.0 million, or 0.26% of total loans, at December 31, 2018 and $16.4 million, or 0.22%, of total loans, at September 30, 2018. The $4.7 million decrease in nonperforming loans quarter-over-quarter was primarily due to a $2.4 million decrease in nonperforming SBA loans, a $1.8 million decrease in nonperforming SFR mortgage loans, and a $443,000 decrease in nonperforming commercial and industrial loans.

At September 30, 2019, we had three OREO properties with a carrying value of $9.5 million, compared to one OREO property with a carrying value of $420,000 at both December 31, 2018 and September 30, 2018. During the first quarter of 2019, we sold one OREO property, realizing a net gain on sale of $105,000. There were three additions to OREO for the nine months ended September 30, 2019.

Changes in economic and business conditions have had an impact on our market area and on our loan portfolio. We continually monitor these conditions in determining our estimates of needed reserves. However, we cannot predict the extent to which the deterioration in general economic conditions, real estate values, changes in general rates of interest and changes in the financial conditions or business of a borrower may adversely affect a specific borrower’s ability to pay or the value of our collateral. See “

Risk Management – Credit Risk Management

” contained in our Annual Report on Form

10-K

for the year ended December 31, 2018.

60

Allowance for Loan Losses

The allowance for loan losses is established as management’s estimate of probable losses inherent in the loan and lease receivables portfolio. The allowance is increased (decreased) by the provision for losses and decreased by charge-offs when management believes the uncollectability of a loan is confirmed. Subsequent recoveries, if any, are added to the allowance. The determination of the balance in the allowance for loan losses is based on an analysis of the loan and lease finance receivables portfolio using a systematic methodology and reflects an amount that, in management’s judgment, is appropriate to provide for probable credit losses inherent in the portfolio, after giving consideration to the character of the loan portfolio, current economic conditions, past loan loss experience, and such other factors that are considered in estimating inherent credit losses.

The allowance for loan losses totaled $68.7 million as of September 30, 2019, compared to $63.6 million as of December 31, 2018 and $60.0 million as of September 30, 2018. The allowance for loan losses was increased by a $5.0 million loan loss provision and $59,000 in net recoveries for the nine months ended September 30, 2019. This compares to a $1.5 million loan loss provision recapture, offset by net recoveries of $1.9 million for the same period of 2018.

61

The table below presents a summary of net charge-offs and recoveries by type and the resulting allowance for loan losses and recapture of provision for loan losses for the periods presented.

	As of and For the Nine Months Ended September 30,
	2019	2018
	(Dollars in thousands)
Allowance for loan losses at beginning of period	$        63,613	$        59,585
Charge-offs:
Commercial and industrial	(48)	-
SBA	(295)	(257)
Commercial real estate	-	-
Construction	-	-
SFR mortgage	-	-
Dairy & livestock and agribusiness	(78)	-
Consumer and other loans	(7)	(10)
Total charge-offs	(428)	(267)
Recoveries:
Commercial and industrial	253	81
SBA	9	15
Commercial real estate	-	-
Construction	9	1,945
SFR mortgage	191	-
Dairy & livestock and agribusiness	19	19
Consumer and other loans	6	129
Total recoveries	487	2,189
Net recoveries	59	1,922
Provision for (recapture of) loan losses	5,000	(1,500)
Allowance for loan losses at end of period	$        68,672	$        60,007
Summary of reserve for unfunded loan commitments:
Reserve for unfunded loan commitments at beginning of period	$          8,959	$          6,306
Estimated fair value of reserve for unfunded loan commitment assumed from Community Bank	-	2,903
Provision for unfunded loan commitments	-	-
Reserve for unfunded loan commitments at end of period	$          8,959	$          9,209
Reserve for unfunded loan commitments to total unfunded loan commitments	0.55%	0.54%
Amount of total loans at end of period (1)	$   7,494,451	$   7,582,459
Average total loans outstanding (1)	$   7,571,502	$   5,312,558
Net recoveries to average total loans	0.00%	0.04%
Net recoveries to total loans at end of period	0.00%	0.03%
Allowance for loan losses to average total loans	0.91%	1.13%
Allowance for loan losses to total loans at end of period	0.92%	0.79%
Net recoveries to allowance for loan losses	0.09%	3.20%
Net recoveries to provision for (recapture of) loan losses	1.18%	-128.13%

(1) Includes PCI loans and is net of deferred loan origination fees, costs and discounts.

62

Specific allowance:

For impaired loans, we incorporate specific allowances based on loans individually evaluated utilizing one of three valuation methods, as prescribed under ASC

310-10.

If the measured value of the impaired loan is less than the recorded investment in the loan, the deficiency will be charged off against the ALLL or, alternatively, a specific allocation will be established and included in the overall ALLL balance. The specific allocation represents $540,000 (0.79%), $561,000 (0.88%) and $83,000 (0.14%) of the total allowance as of September 30, 2019, December 31, 2018 and September 30, 2018, respectively.

General allowance:

The remaining loan portfolio is collectively evaluated for impairment under ASC

450-20

and is divided into risk rating classes of loan receivables between “Classified” loans (including substandard and doubtful loans) “Special Mention” loans and “Pass” loans, and is further disaggregated into loan segments by loan type with similar risk characteristics. Both the classified and

non-classified

loan categories are divided into eight (8) specific loan segments. An allowance is provided for each segment based upon that segment’s average historical loss experience over an established look back period, adjusted for the applicable loss emergence periods (i.e., the amount of time from the point at which a loss is incurred to the point at which the loss is confirmed). For each segment, the allowance is adjusted further for current conditions based on our analysis of specific environmental or qualitative loss factors (as prescribed in the 2006 Interagency Policy Statement on ALLL) affecting the collectability of our loan portfolio that may cause actual loss rates to differ from historical loss experience.

There have been no material changes to the Bank’s ALLL methodology during the first nine months of 2019. The ALLL balance increased during the first nine months of 2019 by $5.0 million in provision for loan losses and a net recovery of loans of $59,000. The Bank determined that the ALLL balance of $68.7 million was appropriate and the result of the net effect of additional requirements related to loan growth experienced during the nine month period within the commercial and industrial and commercial real estate segments of the

non-acquired

loan portfolio, modest increase in certain qualitative loss factors and reduced reserve requirements for the continued but moderate reductions in the historical loss rates for predominately all portfolio segments. The ALLL balance also increased as a result of reserve requirements for acquired loan portfolios that exceeded remaining unaccreted fair value credit discounts.

While we believe that the allowance at September 30, 2019 was appropriate to absorb losses from known or inherent risks in the portfolio, no assurance can be given that economic conditions, interest rate fluctuations, conditions of our borrowers (including fraudulent activity), or natural disasters, which adversely affect our service areas or other circumstances or conditions, including those defined above, will not be reflected in increased provisions for loan losses in the future.

63

Deposits

The primary source of funds to support earning assets (loans and investments) is the generation of deposits.

Total deposits were $8.79 billion at September 30, 2019. This represented a decrease of $33.2 million, or 0.38%, over total deposits of $8.83 billion at December 31, 2018. The composition of deposits is summarized as of the dates presented in the table below.

	September 30, 2019				December 31, 2018
	Balance		Percent		Balance		Percent
	(Dollars in thousands)
Noninterest-bearing deposits	$	5,385,104		61.23%	$	5,204,787		58.96%
Interest-bearing deposits
Investment checking		433,615		4.93%		460,972		5.22%
Money market		2,110,780		24.00%		2,236,018		25.33%
Savings		403,108		4.59%		393,769		4.46%
Time deposits		461,723		5.25%		531,944		6.03%
Total deposits	$	8,794,330		100.00%	$	8,827,490		100.00%

The amount of noninterest-bearing deposits in relation to total deposits is an integral element in our strategy of seeking to achieve a low cost of funds. Noninterest-bearing deposits totaled $5.39 billion at September 30, 2019, representing an increase of $180.3 million, or 3.46%, from noninterest-bearing deposits of $5.20 billion at December 31, 2018. Noninterest-bearing deposits represented 61.23% of total deposits for September 30, 2019, compared to 58.96% of total deposits for December 31, 2018.

Savings deposits, which include savings, interest-bearing demand, and money market accounts, totaled $2.95 billion at September 30, 2019, representing a decrease of $143.3 million, or 4.63%, from savings deposits of $3.09 billion at December 31, 2018.

Time deposits totaled $461.7 million at September 30, 2019, representing a decrease of $70.2 million, or 13.20%, from total time deposits of $531.9 million for December 31, 2018.

Borrowings

In order to enhance the Bank’s spread between its cost of funds and interest-earning assets, we first seek noninterest-bearing deposits (the lowest cost of funds to the Bank). Next, we pursue growth in interest-bearing deposits, and finally, we supplement the growth in deposits with borrowed funds (borrowings and customer repurchase agreements). Average borrowed funds, as a percent of total funding (total deposits plus borrowed funds), was 4.61% for the third quarter of 2019, compared to 5.35% for the same period of 2018.

We offer a repurchase agreement product to our customers. This product, known as Citizens Sweep Manager, sells our investment securities overnight to our customers under an agreement to repurchase them the next day at a price that reflects the market value of the use of funds by the Bank for the period concerned. These repurchase agreements are signed with customers who want to invest their excess deposits, above a

pre-determined

balance in a demand deposit account, in order to earn interest. As of September 30, 2019 and December 31, 2018, total funds borrowed under these agreements were $407.9 million and $442.3 million, respectively, with a weighted average interest rate of 0.57% and 0.39%, respectively.

We had $4.9 million in other borrowings at September 30, 2019, compared to $280.0 million at December 31, 2018.

At September 30, 2019, $5.91 billion of loans and $1.46 billion of investment securities, at carrying value, were pledged to secure public deposits, short and long-term borrowings, and for other purposes as required or permitted by law.

64

Aggregate Contractual Obligations

The following table summarizes the aggregate contractual obligations as of September 30, 2019.

			Maturity by Period
	Total		Less Than One Year		One Year Through Three Years		Four Years Through Five Years		Over Five Years
	(Dollars in thousands)
Deposits (1)	$	8,794,330	$	8,674,968	$	107,752	$	3,251	$	8,359
Customer repurchase agreements (1)		407,850		407,850		-		-		-
Junior subordinated debentures (1)		25,774		-		-		-		25,774
Deferred compensation		23,305		723		1,356		807		20,419
Operating leases		23,533		7,349		9,905		4,297		1,982
Affordable housing investment		6,242		4,167		1,984		55		36
Total	$	9,281,034	$	9,095,057	$	120,997	$	8,410	$	56,570

(1) Amounts exclude accrued interest.

Deposits represent noninterest-bearing, money market, savings, NOW, certificates of deposits, brokered and all other deposits held by the Bank.

Customer repurchase agreements represent excess amounts swept from customer demand deposit accounts, which mature the following business day and are collateralized by investment securities. These amounts are due to customers.

At September 30, 2019, we had $4.9 million in other borrowings compared to $280.0 million at December 31, 2018, and $30.0 million at September 30, 2018.

Junior subordinated debentures represent the amounts that are due from the Company to CVB Statutory Trust III. The debentures have the same maturity as the Trust Preferred Securities. These debentures bear interest at three-month LIBOR plus 1.38% and mature in 2036.

Deferred compensation represents the amounts that are due to former employees’ based on salary continuation agreements as a result of acquisitions and amounts due to current employees under our deferred compensation plans.

Operating leases represent the total minimum lease payments due under

non-cancelable

operating leases. Refer to Note 12 —

Leases

of the notes to the Company’s unaudited condensed consolidated financial statements for a more detailed discussion about leases.

65

Off-Balance

Sheet Arrangements

The following table summarizes the

off-balance

sheet items at September 30, 2019.

			Maturity by Period
	Total		Less Than One Year		One Year to Three Years		Four Years to Five Years		After Five Years
	(Dollars in thousands)
Commitment to extend credit:
Commercial and industrial	$	951,334	$	695,927	$	160,214	$	7,333	$	87,860
SBA		410		60		4		-		346
Real estate:
Commercial real estate		253,648		48,533		86,165		100,747		18,203
Construction		80,342		63,445		13,697		-		3,200
SFR Mortgage		6,998		5,006		-		-		1,992
Dairy & livestock and agribusiness (1)		151,947		81,488		70,254		205		-
Consumer and other loans		139,059		17,430		7,036		4,894		109,699
Total commitment to extend credit		1,583,738		911,889		337,370		113,179		221,300
Obligations under letters of credit		50,244		41,383		8,613		248		-
Total	$	1,633,982	$	953,272	$	345,983	$	113,427	$	221,300

(1) Total commitments to extend credit to agribusiness were $13.3 million at September 30, 2019.

As of September 30, 2019, we had commitments to extend credit of approximately $1.58 billion, and obligations under letters of credit of $50.2 million. Commitments to extend credit are agreements to lend to customers, provided there is no violation of any material condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Commitments are generally variable rate, and many of these commitments are expected to expire without being drawn upon. As such, the total commitment amounts do not necessarily represent future cash requirements. We use the same credit underwriting policies in granting or accepting such commitments or contingent obligations as we do for

on-balance

sheet instruments, which consist of evaluating customers’ creditworthiness individually. The Company had a reserve for unfunded loan commitments of $9.0 million as of September 30, 2019 and December 31, 2018 included in other liabilities.

Standby letters of credit are conditional commitments issued by the Bank to guarantee the financial performance of a customer to a third party. Those guarantees are primarily issued to support private borrowing or purchase arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. When deemed necessary, we hold appropriate collateral supporting those commitments.

66

Capital Resources

Our primary source of capital has been the retention of operating earnings and issuance of common stock in connection with periodic acquisitions. In order to ensure adequate levels of capital, we conduct an ongoing assessment of projected sources, needs and uses of capital in conjunction with projected increases in assets and the level of risk. As part of this ongoing assessment, the Board of Directors reviews the various components of the Company’s capital.

The Company’s total equity was $1.97 billion at September 30, 2019. This represented an increase of $115.7 million, or 6.25%, from total equity of $1.85 billion at December 31, 2018. This increase was due to $156.5 million in net earnings, a $30.4 million increase in other comprehensive income resulting from the tax effected impact of the increase in market value of our investment securities portfolio, and $4.5 million for various stock based compensation items. This was offset by $75.7 million in cash dividends declared by the Company during the first nine months of 2019.

During the third quarter of 2019, the Board of Directors of CVB declared quarterly cash dividends totaling $0.18 per share. Dividends are payable at the discretion of the Board of Directors and there can be no assurance that the Board of Directors will continue to pay dividends at the same rate, or at all, in the future. CVB’s ability to pay cash dividends to its shareholders is subject to restrictions under federal and California law, including restrictions imposed by the Federal Reserve, and covenants set forth in various agreements we are a party to including covenants set forth in our junior subordinated debentures.

On August 11, 2016, our Board of Directors approved a program to repurchase up to 10,000,000 shares of CVB common stock in the open market or in privately negotiated transactions, at times and at prices considered appropriate by us, depending upon prevailing market conditions and other corporate and legal considerations. There is no expiration date for this repurchase program. Up to 9,577,917 of such shares may be repurchased from time to time under the Company’s current

10b5-1

plan originally adopted in November, 2018 and subsequently amended in July, 2019. For the nine months ended September 30, 2019, the Company repurchased 905 shares of CVB common stock outstanding under this program. As of September 30, 2019, we have 9,577,012 shares of CVB common stock remaining that are eligible for repurchase under the common stock repurchase program.

The Bank and the Company are required to meet risk-based capital standards under the revised capital framework referred to as Basel III set by their respective regulatory authorities. The risk-based capital standards require the achievement of a minimum total risk-based capital ratio of 8.0%, a Tier 1 risk-based capital ratio of 6.0% and a common equity Tier 1 (“CET1”) capital ratio of 4.5%. In addition, the regulatory authorities require the highest rated institutions to maintain a minimum leverage ratio of 4.0%. To be considered “well-capitalized” for bank regulatory purposes, the Bank and the Company are required to have a CET1 capital ratio equal to or greater than 6.5%, a Tier 1 risk-based capital ratio equal to or greater than 8.0%, a total risk-based capital ratio equal to or greater than 10.0% and a Tier 1 leverage ratio equal to or greater than 5.0%. At September 30, 2019, the Bank and the Company exceeded the minimum risk-based capital ratios and leverage ratios required to be considered “well-capitalized” for regulatory purposes. For further information about capital requirements and our capital ratios, see “Item 1.

Business — Capital Adequacy Requirements

” as described in our Annual Report on Form

10-K

for the year ended December 31, 2018.

At September 30, 2019, the Bank and the Company exceeded the minimum risk-based capital ratios and leverage ratios, under the revised capital framework referred to as Basel III, required to be considered “well-capitalized” for regulatory purposes.

The table below presents the Company’s and the Bank’s risk-based and leverage capital ratios for the periods presented.

					September 30, 2019				December 31, 2018
Capital Ratios	Adequately   Capitalized Ratios		Well   Capitalized   Ratios		CVB Financial Corp. Consolidated		Citizens   Business   Bank		CVB Financial Corp. Consolidated		Citizens   Business   Bank
Tier 1 leverage capital ratio		4.00%		5.00%		12.23%		12.09%		10.98%		10.90%
Common equity Tier I capital ratio		4.50%		6.50%		14.64%		14.75%		13.04%		13.22%
Tier 1 risk-based capital ratio		6.00%		8.00%		14.93%		14.75%		13.32%		13.22%
Total risk-based capital ratio		8.00%		10.00%		15.83%		15.65%		14.13%		14.03%

67

Basel III also introduces a new “capital conservation buffer,” composed entirely of CET1, on top of minimum risk-weighted asset ratios. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum requirement but below the capital conservation buffer will face constraints on dividends, equity repurchases and payment of discretionary bonuses based on the amount of the shortfall. The implementation of the capital conservation buffer began on January 1, 2016 at 0.625% and has been fully phased in over a four-year period reaching 2.5% on January 1, 2019. The Company and the Bank are now required to maintain minimum capital ratios as follows:

	Equity   Tier 1 Ratio		Tier 1   Capital Ratio		Total   Capital Ratio		Leverage         Ratio
Regulatory minimum ratio		4.5%		6.0%		8.0%		4.0%
Plus: Capital conservation buffer requirement		2.5%		2.5%		2.5%		-
Regulatory minimum ratio plus capital conservation buffer		7.0%		8.5%		10.5%		4.0%

It is possible that further increases in regulatory capital may be required in response to the implementation of the Basel III final rule. The exact amount, however, will depend upon regulatory determinations and our prevailing risk profile under various stress scenarios.

68

ASSET/LIABILITY AND MARKET RISK MANAGEMENT

Liquidity and Cash Flow

The objective of liquidity management is to ensure that funds are available in a timely manner to meet our financial obligations when they come due without incurring unnecessary cost or risk, or causing a disruption to our normal operating activities. This includes the ability to manage unplanned decreases or changes in funding sources, accommodating loan demand and growth, funding investments, repurchasing securities, paying creditors as necessary, and other operating or capital needs.

We regularly assess the amount and likelihood of projected funding requirements through a review of factors such as historical deposit volatility and funding patterns, present and forecasted market and economic conditions, individual customer funding needs, as well as current and planned business activities. Management has an Asset/Liability Committee that meets monthly. This committee analyzes the cash flows from loans, investments, deposits and borrowings. In addition, the Company has a Balance Sheet Management Committee of the Board of Directors that meets monthly to review the Company’s balance sheet and liquidity position. This committee provides oversight to the balance sheet and liquidity management process and recommends policy guidelines for the approval of our Board of Directors, and courses of action to address our actual and projected liquidity needs.

Our primary sources and uses of funds for the Company are deposits and loans. Our deposit levels and cost of deposits may fluctuate from

period-to-period

due to a variety of factors, including the stability of our deposit base, prevailing interest rates, and market conditions. Total deposits of $8.79 billion at September 30, 2019 decreased $33.2 million, or 0.38%, over total deposits of $8.83 billion at December 31, 2018.

In general, our liquidity is managed daily by controlling the level of liquid assets as well as the use of funds provided by the cash flow from the investment portfolio, loan demand and deposit fluctuations. Our definition of liquid assets includes cash and cash equivalents in excess of minimum levels needed to fulfill normal business operations, short-term investment securities and other anticipated near term cash flows from investments. To meet unexpected demands, lines of credit are maintained with correspondent banks, the Federal Home Loan Bank and the Federal Reserve, although availability under these lines of credit are subject to certain conditions. The sale of investment securities can also serve as a contingent source of funds. We can obtain additional liquidity from deposit growth by offering competitive interest rates on deposits from both our local and national wholesale markets.

CVB is a holding company separate and apart from the Bank that must provide for its own liquidity and must service its own obligations. Substantially all of CVB’s revenues are obtained from dividends declared and paid by the Bank to CVB. There are statutory and regulatory provisions that could limit the ability of the Bank to pay dividends to CVB. In addition, our regulators could limit the ability of the Bank or CVB to pay dividends or make other distributions. For the Bank, sources of funds include principal payments on loans and investments, growth in deposits, FHLB advances, and other borrowed funds. Uses of funds include withdrawal of deposits, interest paid on deposits, increased loan balances, purchases, and noninterest expenses.

Below is a summary of our average cash position and statement of cash flows for the nine months ended September 30, 2019 and 2018. For further details see our “

Condensed Consolidated Statements of Cash Flows

(Unaudited)” under Part I, Item 1 of this report.

Consolidated Summary of Cash Flows

	For the Nine Months Ended September 30,
	2019		2018
	(Dollars in thousands)
Average cash and cash equivalents	$	237,244	$	237,817
Percentage of total average assets		2.10%		2.69%
Net cash provided by operating activities	$	147,410	$	116,564
Net cash provided by investing activities		538,256		874,202
Net cash used in financing activities		(412,066)		(940,668)
Net increase in cash and cash equivalents	$	273,600	$	50,098

69

Average cash and cash equivalents decreased by $573,000, or 0.24%, to $237.2 million for the nine months ended September 30, 2019, compared to $237.8 million for the same period of 2018.

At September 30, 2019, cash and cash equivalents totaled $437.5 million. This represented an increase of $243.1 million, or 124.99%, from $194.5 million at September 30, 2018.

Interest Rate Sensitivity Management

During periods of changing interest rates, the ability to

re-price

interest-earning assets and interest-bearing liabilities can influence net interest income, the net interest margin, and consequently, our earnings. Interest rate risk is managed by attempting to control the spread between rates earned on interest-earning assets and the rates paid on interest-bearing liabilities within the constraints imposed by market competition in our service area. The primary goal of interest rate risk management is to control exposure to interest rate risk, within policy limits approved by the Board of Directors. These limits and guidelines reflect our risk appetite for interest rate risk over both short-term and long-term horizons. We measure these risks and their impact by identifying and quantifying exposures through the use of sophisticated simulation and valuation models, which, as described in additional detail below, are employed by management to understand net interest income (NII) at risk and economic value of equity (EVE) at risk. Net interest income at risk sensitivity captures asset and liability

re-pricing

mismatches and is considered a shorter term measure, while EVE sensitivity captures mismatches within the period end balance sheets through the financial instruments’ respective maturities or estimated durations and is considered a longer term measure.

One of the primary methods that we use to quantify and manage interest rate risk is simulation analysis, which we use to model NII from the Company’s balance sheet under various interest rate scenarios. We use simulation analysis to project rate sensitive income under many scenarios. The analyses may include rapid and gradual ramping of interest rates, rate shocks, basis risk analysis, and yield curve scenarios. Specific balance sheet management strategies are also analyzed to determine their impact on NII and EVE. Key assumptions in the simulation analysis relate to the behavior of interest rates and pricing spreads, the changes in product balances, and the behavior of loan and deposit clients in different rate environments. This analysis incorporates several assumptions, the most material of which relate to the

re-pricing

characteristics and balance fluctuations of deposits with indeterminate or

non-contractual

maturities, and prepayment of loans and securities.

Our interest rate risk policy measures the sensitivity of our net interest income over both a

one-year

and

two-year

cumulative time horizon.

The simulation model estimates the impact of changing interest rates on interest income from all interest-earning assets and interest expense paid on all interest-bearing liabilities reflected on our balance sheet. This sensitivity analysis is compared to policy limits, which specify a maximum tolerance level for net interest income exposure over a

one-year

horizon assuming no balance sheet growth, given a 200 basis point upward and either a 100 or 200 basis point downward shift in interest rates depending on the level of current market rates. The simulation model uses a parallel yield curve shift that ramps rates up or down on a pro rata basis over the

12-month

and

24-month

time horizon.

The following depicts the Company’s net interest income sensitivity analysis as of the periods presented below.

Estimated Net Interest Income Sensitivity (1)
	September 30, 2019						December 31, 2018
Interest Rate Scenario	12-month  Period		24-month  Period (Cumulative)		Interest Rate Scenario		12-month  Period		24-month  Period (Cumulative)
+ 200 basis points		4.50%		8.70%		+ 200 basis points		3.80%		7.40%
- 100 basis points		-2.30%		-5.00%		- 200 basis points		-5.29%		-10.26%

(1) Percentage change from base.

Based on our current simulation models, we believe that the interest rate risk profile of the balance sheet is asset sensitive over both a

one-year

and a

two-year

horizon. The estimated sensitivity does not necessarily represent a forecast and the results may not be indicative of actual changes to our net interest income. These estimates are based upon a number of assumptions including: the nature and timing of interest rate levels including yield curve shape,

re-pricing

characteristics and balance fluctuations of deposits with indeterminate or

non-contractual

maturities, prepayments on loans and securities, pricing strategies on loans and deposits, and replacement of asset and liability cash flows. While the assumptions used are based on current economic and local market conditions, there is no assurance as to the predictive nature of these conditions including how customer preferences or competitor influences might change.

70

We also perform valuation analysis, which incorporates all cash flows over the estimated remaining life of all material balance sheet and derivative positions. The valuation of the balance sheet, at a point in time, is defined as the discounted present value of all asset cash flows and derivative cash flows minus the discounted present value of all liability cash flows, the net of which is referred to as EVE. The sensitivity of EVE to changes in the level of interest rates is a measure of the longer-term

re-pricing

risk and options risk embedded in the balance sheet. EVE uses instantaneous changes in rates, as shown in the table below. Assumptions about the timing and variability of balance sheet cash flows are critical in the EVE analysis. Particularly important are the assumptions driving prepayments and the expected duration and pricing of the indeterminate deposit portfolios. EVE sensitivity is reported in both upward and downward rate shocks. At September 30, 2019 and December 31, 2018, the EVE profile indicates a decline in net balance sheet value due to instantaneous downward changes in rates, compared to an increase resulting from an increase in rates.

Economic Value of Equity Sensitivity

Instantaneous Rate Change	September 30, 2019		December 31, 2018
100 bp decrease in interest rates		-19.6%		-10.2%
100 bp increase in interest rates		13.3%		5.8%
200 bp increase in interest rates		23.3%		10.3%
300 bp increase in interest rates		31.0%		13.8%
400 bp increase in interest rates		37.1%		16.6%

As EVE measures the discounted present value of cash flows over the estimated lives of instruments, the change in EVE does not directly correlate to the degree that earnings would be impacted over a shorter time horizon (i.e., the current year). Further, EVE does not take into account factors such as future balance sheet growth, changes in asset and liability mix, changes in yield curve relationships, and changing product spreads that could mitigate the adverse impact of changes in interest rates.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

LIBOR is expected to be phased out after 2021, as such the Company is assessing the impacts of this transition and exploring alternatives to use in place of LIBOR for various financial instruments, primarily related to our variable-rate loans, our subordinated debentures, and interest rate swap derivatives that are indexed to LIBOR. For further quantitative and qualitative disclosures about market risks in our portfolio, see “

Asset/Liability Management and Interest Rate Sensitivity Management

” included in Item 2 “

Management’s Discussion and Analysis of Financial Condition and Results of Operations

” presented elsewhere in this report. This analysis should be read in conjunction with our Annual Report on Form

10-K

for the year ended December 31, 2018. Our analysis of market risk and market-sensitive financial information contains forward-looking statements and is subject to the disclosure at the beginning of Part I regarding such forward-looking information.

ITEM 4.   CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures under the supervision and with the participation of the Chief Executive Officer, the Chief Financial Officer and other senior management of the Company. Based on the foregoing, the Company’s Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

During the fiscal quarter ended September 30, 2019, there have been no changes in our internal controls over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

71

PART II – OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

The Company and its subsidiaries are parties to various lawsuits and threatened lawsuits in the ordinary and

non-ordinary

course of business. From time to time, such lawsuits and threatened lawsuits may include, but are not limited to, actions involving securities litigation, employment matters, wage-hour and labor law claims, consumer, lender liability claims and negligence claims, some of which may be styled as “class action” or representative cases. Some of these lawsuits may be similar in nature to other lawsuits pending against the Company’s competitors.

For lawsuits where the Company has determined that a loss is both probable and reasonably estimable, a liability representing the best estimate of the Company’s financial exposure based on known facts has been recorded in accordance with FASB guidance over loss contingencies (ASC 450). However, as a result of inherent uncertainties in judicial interpretation and application of a myriad of laws applicable to the Company’s business, and the unique, complex factual issues presented in any given lawsuit, the Company often cannot determine the probability of loss or estimate the amount of damages which a plaintiff might successfully prove if the Company were found to be liable. For lawsuits or threatened lawsuits where a claim has been asserted or the Company has determined that it is probable that a claim will be asserted, and there is a reasonable possibility that the outcome will be unfavorable, the Company will disclose the existence of the loss contingency, even if the Company is not able to make an estimate of the possible loss or range of possible loss with respect to the action or potential action in question, unless the Company believes that the nature, potential magnitude or potential timing (if known) of the loss contingency is not reasonably likely to be material to the Company’s liquidity, consolidated financial position, and/or results of operations.

Our accruals and disclosures for loss contingencies are reviewed quarterly and adjusted as additional information becomes available. We disclose a loss contingency and/or the amount accrued if we believe it is reasonably likely to be material or if we believe such disclosure is necessary for our financial statements to not be misleading. If we determine that an exposure to loss exists in excess of an amount previously accrued or disclosed, we assess whether there is at least a reasonable possibility that a loss, or additional loss, may have been incurred, and we adjust our accruals and disclosures accordingly.

We do not presently believe that the ultimate resolution of any lawsuits currently pending against the Company will have a material adverse effect on the Company’s results of operations, financial condition, or cash flows. The outcome of litigation and other legal and regulatory matters is inherently uncertain, however, and it is possible that one or more of the legal matters currently pending or threatened against the Company could have a material adverse effect on our results of operations, financial condition or cash flows.

ITEM 1A.   RISK FACTORS

There have been no material changes to the risk factors as previously disclosed in Item 1A. to Part I of our Annual Report on Form

10-K

for the year ended December 31, 2018. The materiality of any risks and uncertainties identified in our Forward Looking Statements contained in this report together with those previously disclosed in the Form

10-K

and any subsequent Form

10-Q

or those that are presently unforeseen could result in significant adverse effects on our financial condition, results of operations and cash flows. See Item 2. “

Management’s Discussion and Analysis of Financial Condition and Results of Operations

” in this Quarterly Report on Form

10-Q.

72

ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On August 11, 2016, our Board of Directors approved a program to repurchase up to 10,000,000 shares of CVB common stock in the open market or in privately negotiated transactions, at times and at prices considered appropriate by us, depending upon prevailing market conditions and other corporate and legal considerations. There is no expiration date for this repurchase program. Up to 9,577,917 of such shares may be repurchased from time to time under the Company’s current

10b5-1

plan originally adopted in November, 2018 and subsequently amended in July, 2019. For the three months ended September 30, 2019, the Company repurchased 905 shares of CVB common stock outstanding under this program. As of September 30, 2019, we have 9,577,012 shares of CVB common stock remaining that are eligible for repurchase under the common stock repurchase program.

Period	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Average Price         Paid Per Share		Maximum Number of Shares Available for Repurchase Under the Plans or Programs
July 1 - 31, 2019		-	$	-		9,577,917
August 1 - 31, 2019		584		20.03		9,577,333
September 1 - 30, 2019		321		20.03		9,577,012
Total		905		20.03		9,577,012

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

Not Applicable

ITEM 4.   MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5.   OTHER INFORMATION

None

ITEM 6.   EXHIBITS

Exhibit No.		Description of Exhibits
	10.1	Retirement and Consulting Agreement for Christopher D. Myers, dated July 17, 2019† (1)
	10.2	Amendment to Employment Agreement for Christopher D. Myers, dated July 17, 2019† (2)
	31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
	101.SCH	XBRL Taxonomy Extension Schema Document
	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
	101.LAB	XBRL Taxonomy Extension Label Linkbase Document
	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
	104	The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, has been formatted in Inline XBRL.

† Indicates a management contract or compensation plan.

(1) Incorporated herein by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on July 19, 2019.

(2) Incorporated herein by reference to Exhibit 10.2 to our Form 8-K filed with the SEC on July 19, 2019.

73

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.

	CVB FINANCIAL CORP.
	(Registrant)
Date: November 12, 2019
	/s/ E. Allen Nicholson
	E. Allen Nicholson
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)

74