Edgar Filing: CVB FINANCIAL CORP

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2015

¨ 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: 0-10140

CVB FINANCIAL CORP.

(Exact name of registrant as specified in its charter)


California		95-3629339
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer 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)

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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, non-accelerated filer or smaller reporting company. See definition of “large accelerated filer, accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer x		Accelerated filer ¨		Non-accelerated filer ¨		Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

Number of shares of common stock of the registrant:106,364,548 outstanding as of October 30, 2015.

TABLE OF CONTENTS


PART I –	FINANCIAL INFORMATION (UNAUDITED)	3

ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	4

	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	9

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	40

	CRITICAL ACCOUNTING POLICIES	40

	OVERVIEW	40

	ANALYSIS OF THE RESULTS OF OPERATIONS	42

	RESULTS BY BUSINESS SEGMENTS	53

	ANALYSIS OF FINANCIAL CONDITION	55

	ASSET/LIABILITY AND MARKET RISK MANAGEMENT	73

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	75

ITEM 4.	CONTROLS AND PROCEDURES	75

PART II - OTHER INFORMATION		75

ITEM 1.	LEGAL PROCEEDINGS	75

ITEM 1A.	RISK FACTORS	76

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	77

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	77

ITEM 4.	MINE SAFETY DISCLOSURES	77

ITEM 5.	OTHER INFORMATION	77

ITEM 6.	EXHIBITS	77

SIGNATURES		78

PART I – FINANCIAL INFORMATION (UNAUDITED)

GENERAL

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. 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 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 real estate and periodic deterioration in real estate prices and/or values in California or other states where we lend, including both residential and commercial real estate; a prolonged slowdown or decline in real estate construction or sales activity; changes in the financial performance and/or condition of our borrowers or key vendors or counterparties; changes in the levels of nonperforming assets, allowance for loan losses and charge-offs; the costs or effects of acquisitions or dispositions we may make, whether we are able to obtain any required governmental approvals in connection with any such acquisitions or dispositions, and/or our ability to realize the contemplated financial or business benefits associated with any such acquisitions or dispositions; the effect of changes in laws, regulations and applicable judicial decisions (including laws, regulations and judicial decisions concerning financial reforms, taxes, banking capital levels, securities and securities trading and hedging, employment, executive compensation, insurance, vendor management and information security) with which we and our subsidiaries must comply or believe we should comply; changes in estimates of future reserve requirements and minimum capital requirements based upon the periodic review thereof under relevant regulatory and accounting requirements, including changes in the Basel Committee framework establishing capital standards for credit, operations and market risk; inflation, interest rate, securities market and monetary fluctuations; changes in government interest rates or monetary policies; changes in the amount and availability of deposit insurance; cyber-security threats, including loss of system functionality or theft or loss of Company or customer data or money; political instability; acts of war or terrorism, or natural disasters, such as earthquakes, drought, or the effects of pandemic diseases; the timely development and acceptance 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 vendors with respect to the operation of certain of the Company’s key internal and external systems and applications; changes in consumer spending, borrowing and savings preferences or habits; technological changes and the expanding use of technology in banking (including the adoption of mobile banking applications); the ability to retain and increase market share, retain and grow customers and control expenses; changes in the competitive environment among financial and bank holding companies, banks and other financial service 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; continued volatility in the credit and equity markets and its effect on the general economy or local or regional business conditions; fluctuations in the price of the Company’s common stock or other securities; 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 management team and/or our board of directors; the costs and effects of legal, compliance and regulatory actions, changes and developments, including the initiation and resolution of legal proceedings (such as 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, 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, 2014, 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.

ITEM 1.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CVB FINANCIAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share amounts)

(Unaudited)


	September 30, 2015			December 31, 2014
Assets
Cash and due from banks	$	100,334		$	95,030
Interest-earning balances due from Federal Reserve		207,893			10,738

Total cash and cash equivalents		308,227			105,768

Interest-earning balances due from depository institutions		33,189			27,118
Investment securities available-for-sale, at fair value (with amortized cost of $2,259,505 at September 30, 2015, and $3,083,582 at December 31, 2014)		2,312,721			3,137,158
Investment securities held-to-maturity (with fair value of $876,383 at September 30, 2015, and $2,177 at December 31, 2014)		869,650			1,528
Investment in stock of Federal Home Loan Bank (FHLB)		17,588			25,338
Loans and lease finance receivables		3,822,171			3,817,067
Allowance for loan losses		(59,149	)		(59,825	)

Net loans and lease finance receivables		3,763,022			3,757,242

Premises and equipment, net		31,797			33,591
Bank owned life insurance		130,076			126,927
Accrued interest receivable		22,769			23,194
Intangibles		2,487			3,214
Goodwill		74,244			74,244
Other real estate owned		7,003			5,637
Income taxes		30,402			31,461
Other assets		23,287			25,500

Total assets	$	7,626,462		$	7,377,920

Liabilities and Stockholders’ Equity
Deposits:
Noninterest-bearing	$	3,304,967		$	2,866,365
Interest-bearing		2,654,505			2,738,293

Total deposits		5,959,472			5,604,658
Customer repurchase agreements		610,174			563,627
FHLB advances		-			199,479
Other borrowings		-			46,000
Accrued interest payable		273			1,161
Deferred compensation		11,100			10,291
Junior subordinated debentures		25,774			25,774
Payable for securities purchased		42,317			-
Other liabilities		56,625			48,821

Total liabilities		6,705,735			6,499,811

Commitments and Contingencies
Stockholders’ Equity
Common stock, authorized, 225,000,000 shares without par; issued and outstanding 106,355,098 at September 30, 2015, and 105,893,216 at December 31, 2014		502,102			495,220
Retained earnings		384,072			351,814
Accumulated other comprehensive income, net of tax		34,553			31,075

Total stockholders’ equity		920,727			878,109

Total liabilities and stockholders’ equity	$	7,626,462		$	7,377,920

See accompanying notes to the unaudited condensed consolidated financial statements.

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						For the Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Interest income:
Loans and leases, including fees	$	48,822		$	46,923		$	139,686		$	135,137
Investment securities:
Investment securities available-for-sale		14,734			17,647			50,171			49,991
Investment securities held-to-maturity		3,436			40			3,510			125

Total investment income		18,170			17,687			53,681			50,116

Dividends from FHLB stock		509			518			2,392			1,648
Federal funds sold		167			112			496			363
Interest-earning deposits with other institutions		63			55			171			309

Total interest income		67,731			65,295			196,426			187,573

Interest expense:
Deposits		1,333			1,228			3,933			3,636
Borrowings		371			2,724			2,486			8,283
Junior subordinated debentures		110			105			323			315

Total interest expense		1,814			4,057			6,742			12,234

Net interest income before recapture of provision for loan losses		65,917			61,238			189,684			175,339
Recapture of provision for loan losses		(2,500	)		(1,000	)		(4,500	)		(16,100	)

Net interest income after recapture of provision for loan losses		68,417			62,238			194,184			191,439

Noninterest income:
Service charges on deposit accounts		3,930			4,065			11,843			11,798
Trust and investment services		2,275			2,045			6,607			6,103
Bankcard services		805			868			2,380			2,569
BOLI income		491			613			1,948			1,852
Gain on sale of loans held-for-sale		-			-			-			5,330
Decrease in FDIC loss sharing asset, net		-			(479	)		(803	)		(3,653	)
Gain on OREO, net		158			127			414			262
Other		754			770			2,380			2,296

Total noninterest income		8,413			8,009			24,769			26,557

Noninterest expense:
Salaries and employee benefits		20,395			19,366			59,338			57,170
Occupancy and equipment		3,853			4,147			11,218			11,548
Professional services		1,937			2,080			4,617			5,090
Software licenses and maintenance		901			1,324			2,924			3,399
Promotion		1,297			1,349			3,825			3,956
Recapture of provision for unfunded loan commitments		-			(1,250	)		(500	)		(1,250	)
Amortization of intangible assets		220			466			727			781
Debt termination expense		-			-			13,870			-
OREO expense		28			102			363			240
Acquisition related expenses		75			640			75			1,932
Other		4,036			4,257			12,290			12,096

Total noninterest expense		32,742			32,481			108,747			94,962

Earnings before income taxes		44,088			37,766			110,206			123,034

Income taxes		16,202			13,471			39,674			44,594

Net earnings	$	27,886		$	24,295		$	70,532		$	78,440

Other comprehensive income:
Unrealized gain/(loss) on securities arising during the period	$	18,674		$	(10,291	)	$	5,974		$	47,272
Less: Reclassification adjustment for net loss on securities included in net income		22			-			22			-

Other comprehensive income (loss), before tax		18,696			(10,291	)		5,996			47,272
Less: Income tax benefit (expense) related to items of other comprehensive income (loss)		(7,852	)		4,322			(2,518	)		(19,854	)

Other comprehensive income (loss), net of tax		10,844			(5,969	)		3,478			27,418

Comprehensive income	$	38,730		$	18,326		$	74,010		$	105,858

Basic earnings per common share	$	0.26		$	0.23		$	0.66		$	0.74
Diluted earnings per common share	$	0.26		$	0.23		$	0.66		$	0.74
Cash dividends declared per common share	$	0.12		$	0.10		$	0.36		$	0.30

See accompanying notes to the unaudited condensed consolidated financial statements.

CVB FINANCIAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Nine months ended September 30, 2015 and 2014

(Dollars and shares in thousands)

(Unaudited)


	Common Shares Outstanding			Common Stock			Retained Earnings			Accumulated Other Comprehensive Income			Total
Balance January 1, 2014		105,370		$	491,068		$	290,149		$	(9,330	)	$	771,887
Repurchase of common stock		(377	)		(5,383	)		-			-			(5,383	)
Exercise of stock options		498			5,378			-			-			5,378
Tax benefit from exercise of stock options		-			983			-			-			983
Shares issued pursuant to stock-based compensation plan		306			2,277			-			-			2,277
Cash dividends declared on common stock ($0.30 per share)		-			-			(31,769	)		-			(31,769	)
Net earnings		-			-			78,440			-			78,440
Other comprehensive income		-			-			-			27,418			27,418

Balance September 30, 2014		105,797		$	494,323		$	336,820		$	18,088		$	849,231


Balance January 1, 2015		105,893		$	495,220		$	351,814		$	31,075		$	878,109
Repurchase of common stock		(41	)		(606	)		-			-			(606	)
Exercise of stock options		411			4,672			-			-			4,672
Tax benefit from exercise of stock options		-			772			-			-			772
Shares issued pursuant to stock-based compensation plan		92			2,044			-			-			2,044
Cash dividends declared on common stock ($0.36 per share)		-			-			(38,274	)		-			(38,274	)
Net earnings		-			-			70,532			-			70,532
Other comprehensive income		-			-			-			3,478			3,478

Balance September 30, 2015		106,355		$	502,102		$	384,072		$	34,553		$	920,727

See accompanying notes to the unaudited condensed consolidated financial statements.

CVB FINANCIAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)


	For the Nine Months Ended
	September 30,
	2015			2014
Cash Flows from Operating Activities
Interest and dividends received	$	208,549		$	193,605
Service charges and other fees received		21,604			22,653
Interest paid		(7,631	)		(12,120	)
Net cash paid to vendors, employees and others		(98,692	)		(92,766	)
Income taxes paid		(38,000	)		(44,000	)
Payments to FDIC, loss share agreement		(460	)		(1,186	)

Net cash provided by operating activities		85,370			66,186

Cash Flows from Investing Activities
Proceeds from redemption of FHLB stock		7,750			10,413
Net change in interest-earning balances from depository institutions		(6,071	)		62,491
Proceeds from sale of investment securities available-for-sale		975			14,271
Proceeds from repayment of investment securities available-for-sale		300,959			238,495
Proceeds from maturity of investment securities available-for-sale		83,322			63,216
Purchases of investment securities available-for-sale		(431,650	)		(738,882	)
Proceeds from repayment of investment securities held-to-maturity		13,177			-
Proceeds from maturity of investment securities held-to-maturity		20,550			-
Net decrease in loan and lease finance receivables		2,647			101,432
Proceeds from sales of premises and equipment		-			663
Purchase of premises and equipment		(1,249	)		(1,668	)
Proceeds from sales of other real estate owned		2,579			2,588
Cash acquired on purchase of American Security Bank, net of cash paid		-			50,038

Net cash used in investing activities		(7,011	)		(196,943	)

Cash Flows from Financing Activities
Net increase in other deposits		416,830			492,720
Net decrease in time deposits		(62,016	)		(2,433	)
Repayment of FHLB advances		(200,000	)		-
Net decrease in other borrowings		(46,000	)		(69,000	)
Net increase (decrease) in customer repurchase agreements		46,547			(114,427	)
Cash dividends on common stock		(36,099	)		(31,718	)
Repurchase of common stock		(606	)		(5,383	)
Proceeds from exercise of stock options		4,672			5,378
Tax benefit related to exercise of stock options		772			983

Net cash provided by financing activities		124,100			276,120

Net increase in cash and cash equivalents		202,459			145,363

Cash and cash equivalents, beginning of period		105,768			94,693

Cash and cash equivalents, end of period	$	308,227		$	240,056

See accompanying notes to the unaudited condensed consolidated financial statements.

CVB FINANCIAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Dollars in thousands)

(Unaudited)


	For the Nine Months Ended
	September 30,
	2015			2014
Reconciliation of Net Earnings to Net Cash Provided by Operating Activities
Net earnings	$	70,532		$	78,440

Adjustments to reconcile net earnings to net cash provided by operating activities:

Gain on sale of loans held-for-sale		-			(5,330	)
Loss on sale of investment securities		22			-
Loss on sale of premises and equipment, net		154			68
Gain on sale of other real estate owned		(386	)		(222	)
Amortization of capitalized prepayment penalty on borrowings		521			204
Increase in bank owned life insurance		(3,149	)		(1,757	)
Net amortization of premiums and discounts on investment securities		14,605			15,515
Accretion of SJB discount		(3,010	)		(4,546	)
Recapture of provision for loan losses		(4,500	)		(16,100	)
Recapture of provision for unfunded loan commitments		(500	)		(1,250	)
Valuation adjustment on other real estate owned		162			65
Change in FDIC loss share asset		299			3,653
Payments to FDIC, loss share agreement		(460	)		(1,186	)
Stock-based compensation		2,044			2,277
Depreciation and amortization, net		(701	)		488
Change in accrued interest receivable		425			(684	)
Change in accrued interest payable		(888	)		(36	)
Change in other assets and liabilities		10,200			(3,413	)

Total adjustments		14,838			(12,254	)

Net cash provided by operating activities	$	85,370		$	66,186

Supplemental Disclosure of Non-cash Investing Activities
Securities purchased and not settled	$	42,317		$	643
Transfer of loans to other real estate owned	$	3,721		$	640
Transfer of AFS securities to HTM securities	$	898,598		$	-

See accompanying notes to the unaudited condensed consolidated financial statements.

CVB FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.	BUSINESS

The condensed consolidated financial statements include the accounts 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 subsidiary: Citizens Business Bank (the “Bank” or “CBB”) after elimination of all intercompany transactions and balances. The Company has one 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 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 its CitizensTrust Division. The Bank’s customers consist primarily of small to mid-sized businesses and individuals located in San Bernardino County, Riverside County, Los Angeles County, Orange County, Ventura County, San Diego County, Madera County, Fresno County, Tulare County, and Kern County, California. The Bank operates 40 Business Financial Centers, seven Commercial Banking Centers, and three trust offices. The Company intends to open a new Commercial Banking Center in Santa Barbara in the fourth quarter of 2015. The Company is headquartered in the city of Ontario, California.

On October 14, 2015, we announced that we have entered into a merger agreement with County Commerce Bank, pursuant to which County Commerce Bank will merge into Citizens Business Bank when the transaction closes. County Commerce Bank is headquartered in Ventura County with four branch locations in Ventura and Santa Barbara Counties and total assets of approximately $250 million. This acquisition would extend our geographic footprint northward into the central coast of California. We expect to close this announced acquisition in the first quarter of 2016, subject to regulatory and County Commerce Bank shareholders’ approvals.

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, 2015 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, 2014, 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, 2014 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, other intangibles and other real estate owned (“OREO”).

Recent Accounting Pronouncements— In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis”. The new guidance reduces the number of consolidation models from four to two as well as simplifies the FASB Accounting Standards Codification and improves GAAP by placing more of an emphasis on risk of loss when determining a controlling financial interest, reducing the frequency of the application of related party guidance when determining a controlling financial interest in a variable interest entity (VIE) and changing the consolidation conclusions for public and private companies in several industries that typically make use of VIEs. ASU No. 2015-02 will be effective for the first interim period within annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In September 2015, the FASB issued ASU 2015-16, which eliminates the requirement for an acquirer to retrospectively adjust the financial statement for measurement-period adjustments that occur in periods after a business combination is consummated. ASU 2015-16 will be effective for the first interim period within annual reporting periods beginning after December 15, 2015. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

4.	INVESTMENT SECURITIES

The amortized cost and estimated fair value of investment securities are summarized below. The majority of securities held are publicly traded, and the estimated fair values were obtained from an independent pricing service based upon market quotes.


	September 30, 2015
	Amortized Cost		Gross Unrealized Holding Gain		Gross Unrealized Holding Loss			Fair Value		Total Percent
			(Dollars in thousands)
Investment securities available-for-sale:
Government agency/GSEs	$	20,753	$	16	$	(1	)	$	20,768		0.90	%
Residential mortgage-backed securities		1,670,643		40,902		-			1,711,545		74.00	%
CMOs/REMICs - residential		380,260		8,237		-			388,497		16.80	%
Municipal bonds		182,849		4,049		-			186,898		8.08	%
Other securities		5,000		13		-			5,013		0.22	%

Total available-for-sale securities	$	2,259,505	$	53,217	$	(1	)	$	2,312,721		100.00	%

Investment securities held-to-maturity (1):
Government agency/GSEs	$	297,204	$	3,321	$	-		$	300,525		34.18	%
Residential mortgage-backed securities		238,993		1,384		-			240,377		27.48	%
CMO		1,348		589		-			1,937		0.15	%
Municipal bonds		332,105		1,635		(196	)		333,544		38.19	%

Total held-to-maturity securities	$	869,650	$	6,929	$	(196	)	$	876,383		100.00	%


	December 31, 2014
	Amortized Cost		Gross Unrealized Holding Gain		Gross Unrealized Holding Loss			Fair Value		Total Percent
	(Dollars in thousands)
Investment securities available-for-sale:
Government agency/GSEs	$	339,071	$	-	$	(8,228	)	$	330,843		10.55%
Residential mortgage-backed securities		1,884,370		36,154		(3,028	)		1,917,496		61.12%
CMOs/REMICs - residential		297,318		7,050		(277	)		304,091		9.69%
Municipal bonds		557,823		22,463		(645	)		579,641		18.48%
Other securities		5,000		87		-			5,087		0.16%

Total available-for-sale securities	$	3,083,582	$	65,754	$	(12,178	)	$	3,137,158		100.00%

Investment securities held-to-maturity (1):
CMO	$	1,528	$	649	$	-		$	2,177		100.00%

Total held-to-maturity securities	$	1,528	$	649	$	-		$	2,177		100.00%

(1) Securities held-to-maturity are presented in the condensed consolidated balance sheets at amortized cost.

During the quarter ended September 30, 2015, investment securities were transferred from the available-for-sale security portfolio to the held-to-maturity security portfolio. Transfers of securities into the held-to-maturity category from the available-for-sale category are transferred at fair value at the date of transfer. The fair value of these securities at the date of transfer was $898.6 million. The unrealized holding gain or loss at the date of transfer is retained in accumulated other comprehensive income (“AOCI”) and in the carrying value of the held-to-maturity securities. The net unrealized holding gain at the date of transfer was $3.9 million after-tax and will continue to be reported in AOCI and amortized over the remaining life of the securities as a yield adjustment.

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,
	2015		2014		2015		2014
	(Dollars in thousands)
Investment securities available-for-sale:
Taxable	$	11,840	$	12,420	$	37,548	$	34,300
Tax-advantaged		2,894		5,227		12,623		15,691
Investment securities held-to-maturity:
Taxable		1,688		40		1,762		125
Tax-advantaged		1,748		-		1,748		-

Total interest income from investment securities	$	18,170	$	17,687	$	53,681	$	50,116

Approximately 84% of the total investment securities portfolio at September 30, 2015 represent securities issued by the U.S government or U.S. government-sponsored enterprises, with the implied guarantee of payment of principal and interest. All non-agency available-for-sale collateralized mortgage obligations (“CMO”)/Real Estate Mortgage Investment Conduit (“REMIC”) issues held are rated investment grade or better by either Standard & Poor’s or Moody’s, as of September 30, 2015 and December 31, 2014. The Bank had $1.5 million in CMOs backed by whole loans issued by private-label companies (nongovernment sponsored).


	September 30, 2015
	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:
Government agency/GSEs	$	9,000	$	1	$	-	$	-	$	9,000	$	1
Residential mortgage-backed securities		-		-		-		-		-		-
CMOs/REMICs - residential		-		-		-		-		-		-
Municipal bonds		-		-		-		-		-		-
Other securities		-		-		-		-		-		-

Total available-for-sale securities	$	9,000	$	1	$	-	$	-	$	9,000	$	1

Investment securities held-to-maturity:
Government agency/GSEs	$	-	$	-	$	-	$	-	$	-	$	-
Residential mortgage-backed securities		-		-		-		-		-		-
CMO		-		-		-		-		-		-
Municipal bonds		81,956		196		-		-		81,956		196
Other securities		-		-		-		-		-		-

Total held-to-maturity securities	$	81,956	$	196	$	-	$	-	$	81,956	$	196


	December 31, 2014
	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:
Government agency/GSEs	$	22,224	$	28	$	307,873	$	8,200	$	330,097	$	8,228
Residential mortgage-backed securities		19,636		4		145,681		3,024		165,317		3,028
CMOs/REMICs - residential		-		-		31,143		277		31,143		277
Municipal bonds		1,953		23		24,812		622		26,765		645
Other securities		-		-		-		-		-		-

Total available-for-sale securities	$	43,813	$	55	$	509,509	$	12,123	$	553,322	$	12,178

The following summarizes our analysis of these securities and the unrealized losses. This assessment was based on the following factors: i) the length of the time and the extent to which the fair value has been less than amortized cost; ii) adverse condition specifically related to the security, an industry, or a geographic area and whether or not the Company expects to recover the entire amortized cost, iii) historical and implied volatility of the fair value of the security; iv) the payment structure of the security and the likelihood of the issuer being able to make payments in the future; v) failure of the issuer of the security to make scheduled interest or principal payments, vi) any changes to the rating of the security by a rating agency, and vii) recoveries or additional declines in fair value subsequent to the balance sheet date.

Government Agency & Government-Sponsored Enterprise (“GSE”) — The government agency bonds are backed by the full faith and credit of agencies of the U.S. Government. While the Government-Sponsored Enterprise bonds are not expressly guaranteed by the U.S. Government, they are currently being supported by the U.S. Government under a conservatorship arrangement with the Government-Sponsored Enterprises. As of September 30, 2015, approximately $221.2 million in U.S. government agency bonds are callable. These securities are bullet securities, that is, they have a defined maturity date on which the principal is due to be paid. The contractual terms of these investments provide that the Company will receive the face value of the bond at maturity which will equal the amortized cost of the bond. Interest is received throughout the life of the security. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost of the bonds.

Mortgage-Backed Securities(“MBS”) and CMOs/REMICs— Most of the Company’s mortgage-backed and CMOs/REMICs securities are issued by Government Agencies or Government-Sponsored Enterprises such as Ginnie Mae, Fannie Mae and Freddie Mac. These securities are collateralized or backed by the underlying residential mortgages. All mortgage-backed securities are considered to be rated investment grade with a weighted average life of approximately 4.1 years. Of the total MBS/CMO, 99.93% have the implied guarantee of U.S. Government-Sponsored Agencies and Enterprises. The remaining 0.07% are issued by banks. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost of the bonds. There were no credit-related other-than-temporary impairment (“OTTI”) recognized in earnings for the three and nine months ended September 30, 2015 and 2014.

Municipal Bonds—The majority of the Company’s municipal bonds, with a weighted-average life of approximately 8.3 years, are insured by the largest U.S. bond insurance companies. The Company diversifies its holdings by owning selections of securities from different issuers and by holding securities from geographically diversified municipal issuers, thus reducing the Company’s exposure to any single adverse event. The decline in fair value is attributable to the changes in interest rates and not credit quality. Since the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized costs, these investments are not considered other than temporarily impaired at September 30, 2015.

On an ongoing basis, we monitor the quality of our municipal bond portfolio in light of the current financial problems exhibited by certain monoline insurance companies. Many of the securities that would not be rated without insurance are pre-refunded and/or are general obligation bonds. We continue to monitor municipalities, which includes a review of the respective municipalities’ audited financial statements to determine whether there are any audit or performance issues. We use outside brokers to assist us in these analyses. Based on our monitoring of the municipal marketplace, to our knowledge, none of the municipalities are exhibiting financial problems that would lead us to believe that there is OTTI for any given security.

At September 30, 2015 and December 31, 2014, investment securities having a carrying value of approximately $2.81 billion and $3.11 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, 2015, by contractual maturity, are shown in the table below. Although mortgage-backed securities and CMOs/REMICs have contractual maturities through 2043, expected maturities will differ from contractual maturities because borrowers may have the right to prepay such obligations without penalty. Mortgage-backed securities and CMOs/REMICs are included in maturity categories based upon estimated prepayment speeds.


	September 30, 2015
	Available-for-sale				Held-to-maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(Dollars in thousands)
Due in one year or less	$	91,512	$	92,781	$	124,536	$	125,460
Due after one year through five years		1,894,584		1,939,712		139,716		141,134
Due after five years through ten years		118,633		121,282		554,537		558,832
Due after ten years		154,776		158,946		50,861		50,957

Total investment securities	$	2,259,505	$	2,312,721	$	869,650	$	876,383

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. No impairment losses have been recorded for the nine months ended September 30, 2015.

5.	ACQUIRED SJB ASSETS AND FDIC LOSS SHARING ASSET

FDIC Assisted Acquisition

On October 16, 2009, the Bank acquired San Joaquin Bank (“SJB”) and entered into loss sharing agreements with the Federal Deposit Insurance Corporation (“FDIC”) that is 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, 2014. The acquisition has been accounted for under the purchase method of accounting. The assets and liabilities were recorded at their estimated fair values as of the October 16, 2009 acquisition date. The acquired loans were accounted for as Purchase Credit Impaired (“PCI”) loans. The application of the purchase

method of accounting resulted in an after-tax gain of $12.3 million which was included in 2009 earnings. The gain is the negative goodwill resulting from the acquired assets and liabilities recognized at fair value.

At September 30, 2015, the remaining discount associated with the PCI loans approximated $4.8 million. Based on the Company’s regular forecast of expected cash flows from these loans, approximately $2.8 million of the related discount is expected to accrete into interest income over the remaining average lives of the respective pools and individual loans, which approximates 3.2 years and 0.9 years, respectively. The loss sharing agreement for commercial loans expired October 16, 2014. The following table provides a summary of PCI loans and lease finance receivables by type and their credit quality indicators for the periods indicated.


	September 30, 2015			December 31, 2014
	(Dollars in thousands)
Commercial and industrial	$	8,062		$	14,605
SBA		414			1,110
Real estate:
Commercial real estate		87,522			109,350
Construction		-			-
SFR mortgage		198			205
Dairy & livestock and agribusiness		523			4,890
Municipal lease finance receivables		-			-
Consumer and other loans		2,466			3,336

Gross PCI loans		99,185			133,496
Less: Purchase accounting discount		(4,754	)		(7,129	)

Gross PCI loans, net of discount		94,431			126,367
Less: Allowance for PCI loans losses		-			-

Net PCI loans	$	94,431		$	126,367

Credit Quality Indicators

The following table summarizes PCI loans by internal risk ratings for the periods indicated.


	September 30, 2015		December 31, 2014
	(Dollars in thousands)
Pass	$	22,108	$	26,706
Watch list		57,308		77,371
Special mention		13,379		8,203
Substandard		6,390		21,216
Doubtful & loss		-		-

Total PCI gross loans	$	99,185	$	133,496

Allowance for Loan Losses (“ALLL”)

The Company’s Credit Management Division is responsible for regularly reviewing the ALLL methodology for PCI loans. The ALLL for PCI loans is determined separately from total loans, and is based on expectations of future cash flows from the underlying pools of loans or individual loans in accordance with ASC 310-30, as more fully described in Note 3— Summary of Significant Accounting Policies, included in our Annual Report on Form 10-K for the year ended December 31, 2014. As of September 30, 2015 and December 31, 2014, there were no allowances for loan losses recorded for PCI loans.

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

The following table provides a summary of total loans and lease finance receivables, excluding PCI loans, by type.


	September 30, 2015			December 31, 2014
	(Dollars in thousands)
Commercial and industrial	$	413,709		$	390,011
SBA		116,126			134,265
Real estate:
Commercial real estate		2,569,128			2,487,803
Construction		57,578			55,173
SFR mortgage		221,696			205,124
Dairy & livestock and agribusiness		212,670			279,173
Municipal lease finance receivables		75,839			77,834
Consumer and other loans		69,630			69,884

Gross loans, excluding PCI loans		3,736,376			3,699,267
Less: Deferred loan fees, net		(8,636	)		(8,567	)

Gross loans, excluding PCI loans, net of deferred loan fees		3,727,740			3,690,700
Less: Allowance for loan losses		(59,149	)		(59,825	)

Net loans, excluding PCI loans		3,668,591			3,630,875

PCI Loans		99,185			133,496
Discount on PCI loans		(4,754	)		(7,129	)

PCI loans, net		94,431			126,367

Total loans and lease finance receivables	$	3,763,022		$	3,757,242

As of September 30, 2015, 68.76% of the total gross loan portfolio (excluding PCI loans) consisted of commercial real estate loans and 1.54% of the total loan portfolio consisted of construction 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, 2015, $171.0 million, or 6.66% of the total commercial real estate loans included loans secured by farmland, compared to $165.6 million, or 6.66%, at December 31, 2014. The loans secured by farmland included $132.8 million for loans secured by dairy & livestock land and $38.2 million for loans secured by agricultural land at September 30, 2015, compared to $144.1 million for loans secured by dairy & livestock land and $21.5 million for loans secured by agricultural land at December 31, 2014. As of September 30, 2015, dairy & livestock and agribusiness loans of $212.7 million was comprised of $197.9 million for dairy & livestock loans and $14.8 million for agribusiness loans, compared to $268.1 million for dairy & livestock loans and $11.1 million for agribusiness loans at December 31, 2014. At September 30, 2015, the Company held approximately $1.84 billion of total fixed rate loans.

At September 30, 2015 and December 31, 2014, loans totaling $2.89 billion and $2.78 billion, respectively, were pledged to secure borrowings and available lines of credit from the FHLB and the Federal Reserve Bank.

Credit Quality Indicators

Central to our credit risk management is our loan risk rating system. The originating credit 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 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, Pass Watch List, 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 range from minimal credit risk to lower than average, but still acceptable, credit risk.

Pass Watch List — Pass Watch list loans usually require more than normal management attention. Loans which qualify for the Pass 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 are currently protected but are weak. Although concerns exist, the Company is currently protected and loss is unlikely. Such loans have potential weaknesses that may, if not checked or corrected, weaken the asset or inadequately protect the Company’s credit position at some future date.

Substandard – Loans classified as substandard include poor liquidity, high leverage, and erratic earnings or losses. The primary source of repayment is no longer realistic, and asset or collateral liquidation may be the only source of repayment. Substandard loans are marginal and require continuing and close supervision by credit management. Substandard loans have the distinct possibility that the Company will sustain some loss if deficiencies are not corrected.

Doubtful – Loans classified doubtful have all the weaknesses inherent in those classified substandard with the added provision that the weaknesses make collection or the liquidation, on the basis of currently existing facts, conditions and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonable specific pending factors which may work to the advantage and strengthening of the assets, their classifications as losses are deferred until their more exact status may be determined.

Loss — Loans classified as loss are considered uncollectible and of such little value that their continuance as active assets of the Company 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 basically worthless asset even though partial recovery may be achieved in the future.

The following tables summarize each class of loans, excluding PCI loans, according to our internal risk ratings for the periods presented.


	September 30, 2015

	Pass		Watch List		Special Mention		Substandard		Doubtful & Loss		Total
	(Dollars in thousands)
Commercial and industrial	$	278,042	$	95,419	$	36,338	$	3,668	$	242	$	413,709
SBA		72,280		22,218		13,648		6,531		1,449		116,126
Real estate:
Commercial real estate
Owner occupied		613,734		145,354		50,171		13,560		-		822,819
Non-owner occupied		1,462,203		216,513		27,413		40,180		-		1,746,309
Construction
Speculative		28,962		6,302		-		7,651		-		42,915
Non-speculative		14,663		-		-		-		-		14,663
SFR mortgage		194,265		20,104		4,241		3,086		-		221,696
Dairy & livestock and agribusiness		88,147		112,419		12,104		-		-		212,670
Municipal lease finance receivables		46,084		24,787		4,968		-		-		75,839
Consumer and other loans		53,327		11,797		1,667		2,748		91		69,630

Total gross loans, excluding PCI loans	$	2,851,707	$	654,913	$	150,550	$	77,424	$	1,782	$	3,736,376


	December 31, 2014
	Pass		Watch List		Special Mention		Substandard		Doubtful & Loss		Total
	(Dollars in thousands)
Commercial and industrial	$	234,029	$	105,904	$	33,795	$	16,031	$	252	$	390,011
SBA		84,769		24,124		15,858		7,920		1,594		134,265
Real estate:
Commercial real estate
Owner occupied		552,072		159,908		46,248		32,139		-		790,367
Non-owner occupied		1,347,006		241,809		56,353		52,268		-		1,697,436
Construction
Speculative		28,310		613		-		7,651		-		36,574
Non-speculative		18,071		528		-		-		-		18,599
SFR mortgage		174,311		20,218		2,442		8,153		-		205,124
Dairy & livestock and agribusiness		174,783		85,660		8,612		10,015		103		279,173
Municipal lease finance receivables		35,463		22,349		20,022		-		-		77,834
Consumer and other loans		62,904		2,233		1,789		2,763		195		69,884

Total gross loans, excluding PCI loans	$	2,711,718	$	663,346	$	185,119	$	136,940	$	2,144	$	3,699,267

Allowance for Loan Losses

The Company’s Credit Management Division is responsible for regularly reviewing the allowance for loan losses methodology, including loss factors and economic risk factors. The Bank’s Director Loan Committee provides Board oversight of the ALLL process and approves 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 2014 Annual Report on Form 10-K for a more detailed discussion concerning the allowance for loan losses.

Management believes that the ALLL was appropriate at September 30, 2015 and December 31, 2014. 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 portfolio segment for the periods presented.


	For the Three Months Ended September 30, 2015
	Ending Balance June 30, 2015		Charge-offs			Recoveries		(Recapture of) Provision for Loan Losses			Ending Balance September 30, 2015
	(Dollars in thousands)
Commercial and industrial	$	7,185	$	(82	)	$	50	$	(620	)	$	6,533
SBA		2,085		-			2		(122	)		1,965
Real estate:
Commercial real estate		35,414		(10	)		2,018		(2,811	)		34,611
Construction		746		-			8		119			873
SFR mortgage		2,564		-			-		75			2,639
Dairy & livestock and agribusiness		3,974		-			98		796			4,868
Municipal lease finance receivables		1,014		-			-		17			1,031
Consumer and other loans		834		-			11		(16	)		829
Unallocated		5,738		-			-		62			5,800

Total allowance for loan losses	$	59,554	$	(92	)	$	2,187	$	(2,500	)	$	59,149


	For the Three Months Ended September 30, 2014
	Ending Balance June 30, 2014		Charge-offs			Recoveries		(Recapture of) Provision for Loan Losses			Ending Balance September 30, 2014
	(Dollars in thousands)
Commercial and industrial	$	6,037	$	(2	)	$	187	$	1,254		$	7,476
SBA		2,365		-			-		(1,157	)		1,208
Real estate:
Commercial real estate		35,918		-			2		(286	)		35,634
Construction		605		-			37		148			790
SFR mortgage		2,214		-			188		(97	)		2,305
Dairy & livestock and agribusiness		5,428		(1,061	)		151		(241	)		4,277
Municipal lease finance receivables		1,464		-			-		4			1,468
Consumer and other loans		930		(7	)		113		(169	)		867
Unallocated		6,013		-			-		(456	)		5,557

Total allowance for loan losses	$	60,974	$	(1,070	)	$	678	$	(1,000	)	$	59,582


	For the Nine Months Ended September 30, 2015
	Ending Balance December 31, 2014		Charge-offs			Recoveries		(Recapture of) Provision for Loan Losses			Ending Balance September 30, 2015
	(Dollars in thousands)
Commercial and industrial	$	7,074	$	(216	)	$	282	$	(607	)	$	6,533
SBA		2,557		(33	)		39		(598	)		1,965
Real estate:
Commercial real estate		33,373		(117	)		3,658		(2,303	)		34,611
Construction		988		-			58		(173	)		873
SFR mortgage		2,344		(215	)		185		325			2,639
Dairy & livestock and agribusiness		5,479		-			308		(919	)		4,868
Municipal lease finance receivables		1,412		-			-		(381	)		1,031
Consumer and other loans		1,262		(197	)		72		(308	)		829
Unallocated		5,336		-			-		464			5,800

Total allowance for loan losses	$	59,825	$	(778	)	$	4,602	$	(4,500	)	$	59,149


	For the Nine Months Ended September 30, 2014
	Ending Balance December 31, 2013		Charge-offs			Recoveries		(Recapture of) Provision for Loan Losses			Ending Balance September 30, 2014
	(Dollars in thousands)
Commercial and industrial	$	8,502	$	(556	)	$	685	$	(1,155	)	$	7,476
SBA		2,332		-			63		(1,187	)		1,208
Real estate:
Commercial real estate		39,402		(352	)		140		(3,556	)		35,634
Construction		1,305		-			834		(1,349	)		790
SFR mortgage		2,718		-			188		(601	)		2,305
Dairy & livestock and agribusiness		11,728		(1,061	)		393		(6,783	)		4,277
Municipal lease finance receivables		2,335		-			-		(867	)		1,468
Consumer and other loans		960		(26	)		139		(206	)		867
Unallocated		5,953		-			-		(396	)		5,557

Total allowance for loan losses	$	75,235	$	(1,995	)	$	2,442	$	(16,100	)	$	59,582

The following tables present the recorded investment in loans held-for-investment, excluding PCI loans, and the related allowance for loan losses by portfolio segment, based on the Company’s methodology for determining the allowance for loan losses for the periods presented.


	September 30, 2015
	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	$	1,687	$	412,022	$	607	$	5,926
SBA		3,319		112,807		4		1,961
Real estate:
Commercial real estate		43,647		2,525,481		-		34,611
Construction		7,651		49,927		23		850
SFR mortgage		6,389		215,307		22		2,617
Dairy & livestock and agribusiness		5,262		207,408		-		4,868
Municipal lease finance receivables		-		75,839		-		1,031
Consumer and other loans		906		68,724		6		823
Unallocated		-		-		-		5,800

Total	$	68,861	$	3,667,515	$	662	$	58,487


	September 30, 2014
	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	$	4,467	$	376,009	$	652	$	6,824
SBA		3,242		129,926		59		1,149
Real estate:
Commercial real estate		31,375		2,434,540		-		35,634
Construction		26,419		40,810		-		790
SFR mortgage		7,755		185,450		39		2,266
Dairy & livestock and agribusiness		18,939		173,991		-		4,277
Municipal lease finance receivables		-		80,013		-		1,468
Consumer and other loans		461		69,350		4		863
Unallocated		-		-		-		5,557

Total	$	92,658	$	3,490,089	$	754	$	58,828

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 appropriateness 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, 2014 for additional discussion concerning the Bank’s policy for past due and nonperforming loans.

A loan is reported as a troubled debt restructuring (“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 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 loan’s carrying value. These impairment reserves are recognized as a specific component to be provided for in the allowance for loan losses.

Generally, when loans are identified as impaired they are moved to our Special Assets Department. 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 the aging of, past due and nonaccrual loans, excluding PCI loans, by type of loans for the periods presented.


	September 30, 2015

	30-59 Days Past Due		60-89 Days Past Due		Total Past Due and Accruing		Nonaccrual (1)		Current		Total Loans and Financing Receivables
	(Dollars in thousands)
Commercial and industrial	$	-	$	-	$	-	$	1,051	$	412,658	$	413,709
SBA		-		-		-		2,634		113,492		116,126
Real estate:
Commercial real estate
Owner occupied		-		-		-		4,279		818,540		822,819
Non-owner occupied		266		-		266		12,417		1,733,626		1,746,309
Construction				-
Speculative (2)		-		-		-		-		42,915		42,915
Non-speculative		-		-		-		-		14,663		14,663
SFR mortgage		-		-		-		2,778		218,918		221,696
Dairy & livestock and agribusiness		-		-		-		-		212,670		212,670
Municipal lease finance receivables		-		-		-		-		75,839		75,839
Consumer and other loans		52		-		52		489		69,089		69,630

Total gross loans, excluding PCI Loans	$	318	$	-	$	318	$	23,648	$	3,712,410	$	3,736,376

(1)

As of September 30, 2015, $19.1 million of nonaccruing loans were current, $371,000 were 30-59 days past due, $2.3 million were 60-89 days past due and $1.9 million were 90+ days past due.

(2)

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


	December 31, 2014

	30-59 Days Past Due		60-89 Days Past Due		Total Past Due and Accruing		Nonaccrual (1)		Current		Total Loans and Financing Receivables
	(Dollars in thousands)
Commercial and industrial	$	943	$	35	$	978	$	2,308	$	386,725	$	390,011
SBA		75		-		75		2,481		131,709		134,265
Real estate:
Commercial real estate
Owner occupied		36		86		122		4,072		786,173		790,367
Non-owner occupied		-		-		-		19,246		1,678,190		1,697,436
Construction
Speculative		-		-		-		-		36,574		36,574
Non-speculative		-		-		-		-		18,599		18,599
SFR mortgage		425		-		425		3,240		201,459		205,124
Dairy & livestock and agribusiness		-		-		-		103		279,070		279,173
Municipal lease finance receivables		-		-		-		-		77,834		77,834
Consumer and other loans		64		17		81		736		69,067		69,884

Total gross loans, excluding PCI Loans	$	1,543	$	138	$	1,681	$	32,186	$	3,665,400	$	3,699,267

(1)

As of December 31, 2014, $20.1 million of nonaccruing loans were current, $3.7 million were 30-59 days past due, $8.5 million were 90+ days past due.

Impaired Loans

At September 30, 2015, the Company had impaired loans, excluding PCI loans, of $68.9 million. Of this amount, there were $16.7 million of nonaccrual commercial real estate loans, $2.8 million of nonaccrual SFR mortgage loans, $2.6 million of nonaccrual SBA loans, $1.1 million of nonaccrual commercial and industrial loans and $489,000 of nonaccrual consumer and other loans. These impaired loans included $60.4 million of loans whose terms were modified in a troubled debt restructuring, of which $15.2 million were classified as nonaccrual. The remaining balance of $45.2 million consisted of 32 loans performing according to the restructured terms. The impaired loans had a specific allowance of $662,000 at September 30, 2015. At December 31, 2014, the Company had classified as impaired loans, excluding PCI loans, with a balance of $85.8 million with a related allowance of $1.5 million.

The following tables present information for held-for-investment loans, excluding PCI loans, individually evaluated for impairment by class of loans, as of and for the periods indicated below.


	As of and For the Nine Months Ended September 30, 2015
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
	(Dollars in thousands)
With no related allowance recorded:
Commercial and industrial	$	1,067	$	1,926	$	-	$	1,166	$	23
SBA		3,273		3,911		-		3,385		39
Real estate:
Commercial real estate
Owner occupied		7,665		8,806		-		7,935		178
Non-owner occupied		35,982		40,591		-		36,490		1,338
Construction
Speculative		-		-		-		-		-
Non-speculative		-		-		-		-		-
SFR mortgage		5,788		6,739		-		6,392		82
Dairy & livestock and agribusiness		5,262		5,650		-		5,569		180
Municipal lease finance receivables		-		-		-		-		-
Consumer and other loans		852		1,379		-		881		12

Total		59,889		69,002		-		61,818		1,852

With a related allowance recorded:
Commercial and industrial		620		694		607		637		-
SBA		46		47		4		58		-
Real estate:
Commercial real estate
Owner occupied		-		-		-		-		-
Non-owner occupied		-		-		-		-		-
Construction
Speculative		7,651		7,651		23		7,651		290
Non-speculative		-		-		-		-		-
SFR mortgage		601		653		22		612		9
Dairy & livestock and agribusiness		-		-		-		-		-
Municipal lease finance receivables		-		-		-		-		-
Consumer and other loans		54		59		6		56		-

Total		8,972		9,104		662		9,014		299

Total impaired loans	$	68,861	$	78,106	$	662	$	70,832	$	2,151


	As of and For the Nine Months Ended September 30, 2014
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
	(Dollars in thousands)
With no related allowance recorded:
Commercial and industrial	$	2,913	$	3,954	$	-	$	2,912	$	44
SBA		3,183		3,907		-		2,937		-
Real estate:
Commercial real estate
Owner occupied		8,742		9,896		-		9,025		238
Non-owner occupied		22,633		29,545		-		23,252		541
Construction
Speculative		17,318		18,407		-		17,440		232
Non-speculative		9,101		9,101		-		9,145		463
SFR mortgage		7,285		9,685		-		7,934		82
Dairy & livestock and agribusiness		18,939		20,698		-		21,205		819
Municipal lease finance receivables		-		-		-		-		-
Consumer and other loans		450		876		-		455		-

Total		90,564		106,069		-		94,305		2,419

With a related allowance recorded:
Commercial and industrial		1,554		1,882		652		1,560		-
SBA		59		69		59		66		-
Real estate:
Commercial real estate
Owner occupied		-		-		-		-		-
Non-owner occupied		-		-		-		-		-
Construction
Speculative		-		-		-		-		-
Non-speculative		-		-		-		-		-
SFR mortgage		470		484		39		476		-
Dairy & livestock and agribusiness		-		-		-		-		-
Municipal lease finance receivables		-		-		-		-		-
Consumer and other loans		11		15		4		12		-

Total		2,094		2,450		754		2,114		-

Total impaired loans	$	92,658	$	108,519	$	754	$	96,419	$	2,419


	As of December 31, 2014
	Recorded Investment		Unpaid Principal Balance		Related Allowance
	(Dollars in thousands)
With no related allowance recorded:
Commercial and industrial	$	2,391	$	3,624	$	-
SBA		1,853		2,197		-
Real estate:
Commercial real estate
Owner occupied		16,961		18,166		-
Non-owner occupied		30,068		38,156		-
Construction
Speculative		7,651		7,651		-
Non-speculative		-		-		-
SFR mortgage		6,512		7,493		-
Dairy & livestock and agribusiness		15,796		17,587		-
Municipal lease finance receivables		-		-		-
Consumer and other loans		673		1,094		-

Total		81,905		95,968		-

With a related allowance recorded:
Commercial and industrial		629		698		615
SBA		1,327		1,591		296
Real estate:
Commercial real estate
Owner occupied		-		-		-
Non-owner occupied		982		1,278		154
Construction
Speculative		-		-		-
Non-speculative		-		-		-
SFR mortgage		467		484		35
Dairy & livestock and agribusiness		-		-		-
Municipal lease finance receivables		-		-		-
Consumer and other loans		482		508		449

Total		3,887		4,559		1,549

Total impaired loans	$	85,792	$	100,527	$	1,549

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, 2015 and December 31, 2014 have already been written down to the estimated net realizable value. The impaired loans with a related allowance recorded are on nonaccrual loans where a charge-off is not yet processed, on nonaccrual SFR 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 commitments at the same time it evaluates credit risk associated with the loan and lease portfolio. The Company recorded zero provision for unfunded loan commitments for the three months ended September 30, 2015, compared to a $1.3 million recapture of provision for unfunded commitments for the same period in 2014. A $500,000 recapture of provision for unfunded loan commitments was recorded for the nine months ended September 30, 2015, compared to a $1.3 million recapture of provision for unfunded commitments for the same

period of 2014. At September 30, 2015 and December 31, 2014, the balance of the reserve was $7.2 million and $7.7 million, respectively, and was included in other liabilities.

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, 2014 for a more detailed discussion regarding TDRs.

As of September 30, 2015, there were $60.4 million of loans classified as TDRs, of which $15.2 million were nonperforming and $45.2 million were performing. 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, 2015, performing TDRs were comprised of 11 commercial real estate loans of $27.0 million, one construction loan of $7.6 million, three dairy & livestock and agribusiness loans of $5.3 million, 11 SFR mortgage loans of $3.6 million, four commercial and industrial loans of $636,000, one SBA loan of $685,000 and one consumer loan of $417,000. There were no loans removed from TDR classification during the three and nine months ended September 30, 2015 and 2014.

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 $419,000 and $726,000 of specific allowance to TDRs as of September 30, 2015 and December 31, 2014, respectively.

The following tables provide a summary of the activity related to TDRs for the periods presented.


	For the Three Months September 30,						For the Nine Months Ended September 30,
	2015			2014			2015			2014
	(Dollars in thousands)
Performing TDRs:
Beginning balance	$	45,166		$	61,878		$	53,589		$	66,955
New modifications (1)		2,353			-			2,383			41
Payoffs and payments, net		(2,306	)		(6,270	)		(11,275	)		(11,388	)
TDRs returned to accrual status		-			-			516			-
TDRs placed on nonaccrual status		-			-			-			-

Ending balance	$	45,213		$	55,608		$	45,213		$	55,608

Nonperforming TDRs:
Beginning balance	$	15,167		$	27,397		$	20,285		$	25,119
New modifications (1)		330			-			661			4,187
Charge-offs		-			(1,061	)		-			(1,061	)
Transfer to OREO		-			-			(842	)		-
Payoffs and payments, net		(349	)		(3,730	)		(4,440	)		(5,639	)
TDRs returned to accrual status		-			-			(516	)		-
TDRs placed on nonaccrual status		-			-			-			-

Ending balance	$	15,148		$	22,606		$	15,148		$	22,606

Total TDRs	$	60,361		$	78,214		$	60,361		$	78,214

(1) New modifications for the three and nine months ended September 30, 2014 represent TDRs acquired from ASB.

The following tables summarize loans modified as troubled debt restructurings for the periods presented.

Modifications (1)


	For the Three Months Ended September 30, 2015
	Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Outstanding Recorded Investment at September 30, 2015		Financial Effect Resulting From Modifications (2)
	(Dollars in thousands)
Commercial and industrial:
Interest rate reduction		-	$	-	$	-	$	-	$	-
Change in amortization period or maturity		-		-		-		-		-
Other		-		-		-		-		-
SBA:
Interest rate reduction		-		-		-		-		-
Change in amortization period or maturity		-		-		-		-		-
Other		-		-		-		-		-
Real estate:
Commercial real estate:
Owner occupied
Interest rate reduction		-		-		-		-		-
Change in amortization period or maturity		-		-		-		-		-
Other		-		-		-		-		-
Non-owner occupied
Interest rate reduction		1		2,376		2,376		2,353		-
Change in amortization period or maturity		-		-		-		-		-
Other		-		-		-		-		-
SFR mortgage:
Interest rate reduction		1		322		322		330		-
Change in amortization period or maturity		-		-		-		-		-
Other		-		-		-		-		-
Consumer:
Interest rate reduction		-		-		-		-		-

Total loans		2	$	2,698	$	2,698	$	2,683	$	-


	For the Three Months Ended September 30, 2014
	Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Outstanding Recorded Investment at September 30, 2014		Financial Effect Resulting From Modifications (2)
	(Dollars in thousands)
Commercial and industrial:
Interest rate reduction		-	$	-	$	-	$	-	$	-
Change in amortization period or maturity		-		-		-		-		-
Other		-		-		-		-		-
SBA:
Interest rate reduction		-		-		-		-		-
Change in amortization period or maturity		-		-		-		-		-
Other		-		-		-		-		-
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		-		-		-		-		-
Dairy & livestock and agribusiness:
Interest rate reduction		-		-		-		-		-
Change in amortization period or maturity		-		-		-		-		-
Consumer:
Interest rate reduction		-		-		-		-		-

Total loans		-	$	-	$	-	$	-	$	-


	For the Nine Months Ended September 30, 2015

	Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Outstanding Recorded Investment at September 30, 2015		Financial Effect Resulting From Modifications (2)
	(Dollars in thousands)
Commercial and industrial:
Interest rate reduction		-	$	-	$	-	$	-	$	-
Change in amortization period or maturity		1		30		30		15		12
Other		-		-		-		-		-
SBA:
Interest rate reduction		-		-		-		-		-
Change in amortization period or maturity		1		330		330		325		-
Other		-		-		-		-		-
Real estate:
Commercial real estate:
Owner occupied
Interest rate reduction		-		-		-		-		-
Change in amortization period or maturity		-		-		-		-		-
Other		-		-		-		-		-
Non-owner occupied
Interest rate reduction		1		2,376		2,376		2,353		-
Change in amortization period or maturity		-		-		-		-		-
Other		-		-		-		-		-
SFR mortgage:
Interest rate reduction		1		322		322		330		-
Change in amortization period or maturity		-		-		-		-		-
Other		-		-		-		-		-
Dairy & livestock and agribusiness:
Interest rate reduction		-		-		-		-		-
Change in amortization period or maturity		-		-		-		-		-
Consumer:
Interest rate reduction		-		-		-		-		-

Total loans		4	$	3,058	$	3,058	$	3,023	$	12


	For the Nine Months Ended September 30, 2014
	Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Outstanding Recorded Investment at September 30, 2014		Financial Effect Resulting From Modifications (2)
	(Dollars in thousands)
Commercial and industrial:
Interest rate reduction (3)		2	$	368	$	368	$	337	$	-
Change in amortization period or maturity		-		-		-		-		-
SBA:
Interest rate reduction		-		-		-		-		-
Change in amortization period or maturity		-		-		-		-		-
Other		-		-		-		-		-
Real estate:
Commercial real estate:
Owner occupied
Interest rate reduction (3)		1		199		199		187		-
Change in amortization period or maturity		-		-		-		-		-
Non-owner occupied
Interest rate reduction (3)		3		3,573		3,573		3,469		-
Change in amortization period or maturity		-		-		-		-		-
Dairy & livestock and agribusiness:
Interest rate reduction		-		-		-		-		-
Change in amortization period or maturity		-		-		-		-		-
Consumer:
Interest rate reduction		-		-		-		-		-

Total loans		6	$	4,140	$	4,140	$	3,993	$	-

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

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

(3) New modifications for the nine months ended September 30, 2014 represent TDRs acquired from ASB.

As of September 30, 2015, there were no 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, 2015.

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 tax-effected 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, 2015, shares deemed to be antidilutive, and thus excluded from the computation of earnings per common share, were 251,000 and 234,000, respectively. For the three and nine months ended September 30, 2014, shares deemed to be antidilutive, and thus excluded from the computation of earnings per common share, were 222,000 and 199,000 shares, respectively.

The table below summarizes 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 September 30,				For the Nine Months Ended September 30,
	2015		2014		2015		2014
	(In thousands, except per share amounts)
Earnings per common share:
Net earnings	$	27,886	$	24,295	$	70,532	$	78,440
Less: Net earnings allocated to restricted stock		149		134		371		409

Net earnings allocated to common shareholders	$	27,737	$	24,161	$	70,161	$	78,031

Weighted average shares outstanding		105,783		104,875		105,672		105,218
Basic earnings per common share	$	0.26	$	0.23	$	0.66	$	0.74


Diluted earnings per common share:
Net income allocated to common shareholders	$	27,737	$	24,161	$	70,161	$	78,031

Weighted average shares outstanding		105,783		104,875		105,672		105,218
Incremental shares from assumed exercise of outstanding options		498		531		467		542

Diluted weighted average shares outstanding		106,281		105,406		106,139		105,760
Diluted earnings per common share	$	0.26	$	0.23	$	0.66	$	0.74

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, 2015. 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- includes assets and liabilities that have an active market that provides an objective quoted value for each unit. Here the active market quoted value is used to measure the fair value. Level 1 has the most objective measurement of fair value. Level 2 is less objective and Level 3 is the least objective (most subjective) in estimating fair value.

•

Level 2- assets and liabilities are ones where there is no active market in the same assets, but where there are parallel markets or alternative means to estimate fair value using observable information inputs such as the value placed on similar assets or liability that were recently traded.

•

Level 3 -fair values are based on information from the entity that reports these values in their financial statements. Such data are referred to as unobservable, in that the valuations are not based on data available to parties outside the entity.

Observable and unobservable inputs are the key elements that separate the levels in the fair value hierarchy. Inputs here refer explicitly to the types of information used to obtain the fair value of the asset or liability.

Observable inputs include data sources and market prices available and visible outside of the entity. While there will continue to be judgments required when an active market price is not available, these inputs are external to the entity and observable outside the entity; they are consequently considered more objective than internal unobservable inputs used for Level 3 fair value.

Unobservable inputs are data and analyses that are developed within the entity to assess the fair value, such as management estimates of future benefits from use of assets.

There were no transfers in and out of Level 1 and Level 2 measurements during the nine months ended September 30, 2015 and 2014.

Determination of Fair Value

The following is a description of valuation methodologies used for assets and liabilities recorded at fair value and for estimating fair value for financial instruments not recorded at fair value.

Cash and Cash Equivalents— The carrying amount of cash and cash equivalents is considered to approximate fair value due to the liquidity of these instruments.

Interest-Bearing Balances Due from Depository Institutions — The carrying value of due from depository institutions is considered to approximate fair value due to the short-term nature of these deposits.

FHLB Stock — The carrying amount of FHLB stock approximates fair value, as the stock may be sold back to the FHLB at carrying value.

Investment Securities Available-for-Sale — Investment securities available-for-sale are generally valued based upon quotes obtained from an independent third-party pricing service, which uses evaluated pricing applications and model processes. Observable market inputs, such as, benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data are considered as part of the evaluation. The inputs are related directly to the security being evaluated, or indirectly to a similarly situated security. Market assumptions and market data are utilized in the valuation models. The Company reviews the market prices provided by the third-party pricing service for reasonableness based on the Company’s understanding of the market place and credit issues related to the securities. The Company has not made any adjustments to the market quotes provided by them and, accordingly, the Company categorized its investment portfolio within Level 2 of the fair value hierarchy.

Investment Securities Held–to-Maturity — Investment securities held-to-maturity are generally valued based upon quotes obtained from an independent third-party pricing service, which uses evaluated pricing applications and model processes. Observable market inputs, such as, benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data are considered as part of the evaluation. The inputs are related directly to the security being evaluated, or indirectly to a similarly situated security. Market assumptions and market data are utilized in the valuation models. The Company reviews the market prices provided by the third-party pricing service for reasonableness based on the Company’s understanding of the market place and credit issues related to the securities. The Company has not made any adjustments to the market quotes provided by them and, accordingly, the Company categorized its investment portfolio within Level 2 of the fair value hierarchy. The held-to-maturity CMO investment is valued based upon quotes obtained from an independent third-party pricing service. The Company categorized its held-to-maturity CMO investment as Level 3.

Loans Held-for-Sale — Loans held-for-sale are carried at the lower of cost or fair value. The fair value is derived from third party sale analysis, existing sale agreements, or appraisal reports on the loans’ underlying collateral.

Loans — The carrying amount of loans and lease finance receivables is their contractual amounts outstanding, reduced by deferred net loan origination fees, purchase price discounts and the allocable portion of the allowance for loan losses.

The fair value of loans, other than loans on nonaccrual status, was estimated by discounting the remaining contractual cash flows using the estimated current rate at which similar loans would be made to borrowers with similar credit risk characteristics and for the same remaining maturities, reduced by deferred net loan origination fees and the allocable portion of the allowance for loan losses. Accordingly, in determining the estimated current rate for discounting purposes, no adjustment has been made for any change in borrowers’ specific credit risks since the origination or purchase of such loans. Rather, the allocable portion of the allowance for loan losses and the purchase price discounts are considered to provide for such changes in estimating fair value. As a result, this fair

value is not necessarily the value which would be derived using an exit price. These loans are included within Level 3 of the fair value hierarchy.

Impaired loans and OREO are generally measured using the fair value of the underlying collateral, which is determined based on the most recent appraisal information received, less costs to sell. Appraised values may be adjusted based on factors such as the changes in market conditions from the time of valuation or discounted cash flows of the property. As such, these loans and OREO fall within Level 3 of the fair value hierarchy.

The majority of our commitments to extend credit carry current market interest rates if converted to loans. Because these commitments are generally unassignable by either the borrower or us, they only have value to the borrower and us. The estimated fair value approximates the recorded deferred fee amounts and is excluded from the following table because it is not material.

Swaps — The fair value of the interest rate swap contracts are provided by our counterparty using a system that constructs a yield curve based on cash LIBOR rates, Eurodollar futures contracts, and 3-year through 30-year swap rates. The yield curve determines the valuations of the interest rate swaps. Accordingly, each swap is categorized as a Level 2 valuation.

Deposits & Borrowings — The amounts payable to depositors for demand, savings, and money market accounts, and short-term borrowings are considered to approximate fair value. The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities. The fair value of long-term borrowings and junior subordinated debentures is estimated using the rates currently offered for borrowings of similar remaining maturities. Interest-bearing deposits and borrowings are included within Level 2 of the fair value hierarchy.

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 for the periods presented.


	Carrying Value at September 30, 2015		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:
Government agency/GSEs	$	20,768	$	-	$	20,768	$	-
Residential mortgage-backed securities		1,711,545		-		1,711,545		-
CMO’s/REMIC’s - residential		388,497		-		388,497		-
Municipal bonds		186,898		-		186,898		-
Other securities		5,013		-		5,013		-

Total investment securities - AFS		2,312,721		-		2,312,721		-
Interest rate swaps		11,694		-		11,694		-

Total assets	$	2,324,415	$	-	$	2,324,415	$	-

Description of liability
Interest rate swaps	$	11,694	$	-	$	11,694	$	-

Total liabilities	$	11,694	$	-	$	11,694	$	-


	Carrying Value at December 31, 2014		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:
Government agency/GSEs	$	330,843	$	-	$	330,843	$	-
Residential mortgage-backed securities		1,917,496		-		1,917,496		-
CMO’s/REMIC’s - residential		304,091		-		304,091		-
Municipal bonds		579,641		-		579,641		-
Other securities		5,087		-		5,087		-

Total investment securities - AFS		3,137,158		-		3,137,158		-
Interest rate swaps		10,080		-		10,080		-

Total assets	$	3,147,238	$	-	$	3,147,238	$	-

Description of liability
Interest rate swaps	$	10,080	$	-	$	10,080	$	-

Total liabilities	$	10,080	$	-	$	10,080	$	-

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 write-downs of individual assets. For assets measured at fair value on a non-recurring basis that were still held on the balance sheet at September 30, 2015 and December 31, 2014, respectively, the following tables provide the level of valuation assumptions used to determine each adjustment and the carrying value of the related assets for investments that experienced losses during the period.


	Carrying Value at September 30, 2015		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, 2015
	(Dollars in thousands)
Description of assets
Impaired loans, excluding PCI Loans:
Commercial and industrial	$	202	$	-	$	-	$	202	$	202
SBA		46		-		-		46		4
Real estate:
Commercial real estate		-		-		-		-		-
Construction		7,651		-		-		7,651		23
SFR mortgage		610		-		-		610		237
Dairy & livestock and agribusiness		-		-		-		-		-
Consumer and other loans		249		-		-		249		81
Other real estate owned		948		-		-		948		162

Total assets	$	9,706	$	-	$	-	$	9,706	$	709


	Carrying Value at December 31, 2014		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, 2014
	(Dollars in thousands)
Description of assets
Impaired loans, excluding PCI Loans:
Commercial and industrial	$	1,911	$	-	$	-	$	1,911	$	771
SBA		1,327		-		-		1,327		296
Real estate:
Commercial real estate		2,500		-		-		2,500		271
Construction		-		-		-		-		-
SFR mortgage		-		-		-		-		-
Dairy & livestock and agribusiness		103		-		-		103		1,061
Consumer and other loans		482		-		-		482		447
Other real estate owned		-		-		-		-		-

Total assets	$	6,323	$	-	$	-	$	6,323	$	2,846

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, 2015 and December 31, 2014, respectively. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.


	September 30, 2015
			Estimated Fair Value
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(Dollars in thousands)
Assets
Total cash and cash equivalents	$	308,227	$	308,227	$	-	$	-	$	308,227
Interest-earning balances due from depository institutions		33,189		-		33,189		-		33,189
FHLB stock		17,588		-		17,588		-		17,588
Investment securities available-for-sale		2,312,721		-		2,312,721		-		2,312,721
Investment securities held-to-maturity		869,650		-		874,446		1,937		876,383
Total loans, net of allowance for loan losses		3,763,022		-		-		3,809,324		3,809,324
Swaps		11,694		-		11,694		-		11,694
Liabilities
Deposits:
Noninterest-bearing	$	3,304,967	$	3,304,967	$	-	$	-	$	3,304,967
Interest-bearing		2,654,505		-		2,654,501		-		2,654,501
Borrowings		610,174		-		610,103		-		610,103
Junior subordinated debentures		25,774		-		26,031		-		26,031
Swaps		11,694		-		11,694		-		11,694


	December 31, 2014
			Estimated Fair Value
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(Dollars in thousands)
Assets
Total cash and cash equivalents	$	105,768	$	105,768	$	-	$	-	$	105,768
Interest-earning balances due from depository institutions		27,118		-		27,118		-		27,118
FHLB stock		25,338		-		25,338		-		25,338
Investment securities available-for-sale		3,137,158		-		3,137,158		-		3,137,158
Investment securities held-to-maturity		1,528		-		-		2,177		2,177
Total loans, net of allowance for loan losses		3,757,242		-		-		3,794,454		3,794,454
Swaps		10,080		-		10,080		-		10,080
Liabilities
Deposits:
Noninterest-bearing	$	2,866,365	$	2,866,365	$	-	$	-	$	2,866,365
Interest-bearing		2,738,293		-		2,739,221		-		2,739,221
Borrowings		809,106		-		822,607		-		822,607
Junior subordinated debentures		25,774		-		26,005		-		26,005
Swaps		10,080		-		10,080		-		10,080

The fair value estimates presented herein are based on pertinent information available to management as of September 30, 2015 and December 31, 2014. 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.

9.	BUSINESS SEGMENTS

The Company has identified two principal reportable segments: Business Financial and Commercial Banking Centers (“Centers”) and the Treasury Department. The Bank has 40 Business Financial Centers and seven Commercial Banking Centers organized in geographic regions, which are the focal points for customer sales and services, and the Bank will have four additional Business Financial Centers if, as expected, the acquisition of County Commerce Bank is consummated. The Company utilizes an internal reporting system to measure the performance of various operating segments within the Bank which is the basis for determining the Bank’s reportable segments. The chief operating decision maker (currently our CEO) regularly reviews the financial information of these segments in deciding how to allocate resources and to assess performance. Centers are considered one operating segment as their products and services are similar and are sold to similar types of customers, have similar production and distribution processes, have similar economic characteristics, and have similar reporting and organizational structures. The Treasury Department’s primary focus is managing the Bank’s investments, liquidity and interest rate risk. Information related to the Company’s remaining operating segments, which include construction lending, dairy & livestock and agribusiness lending, leasing, CitizensTrust, and centralized functions have been aggregated and included in “Other.” In addition, the Company allocates internal funds transfer pricing to the segments using a methodology that charges users of funds interest expense and credits providers of funds interest income with the net effect of this allocation being recorded in administration.

The following table represents the selected financial information for these two business segments. GAAP does not have an authoritative body of knowledge regarding the management accounting used in presenting segment financial information. The accounting policies for each of the business units is the same as those policies identified for the consolidated Company and disclosed in Note 3 — Summary of Significant Accounting Policies, included in our Annual Report on Form 10-K for the year ended December 31, 2014. The income numbers represent the actual income and expenses of each business unit. In addition, each segment has allocated income and expenses based on management’s internal reporting system, which allows management to determine the performance of each of its business units. Loan fees included in the “Centers” category are the actual loan fees paid to the Company by its customers. These fees are eliminated and deferred in the “Other” category, resulting in deferred loan fees for the condensed consolidated financial statements. All income and expense items not directly associated with the two business segments are grouped in the “Other” category. Future changes in the Company’s management structure or reporting methodologies may result in changes in the measurement of operating segment results.

The following tables present the operating results and other key financial measures for the individual operating segments for the periods presented.


	For the Three Months Ended September 30, 2015
	Centers		Treasury			Other			Eliminations			Total
	(Dollars in thousands)
Interest income, including loan fees	$	36,998	$	18,927		$	11,806		$	-		$	67,731
Credit for funds provided (1)		8,977		-			13,249			(22,226	)		-

Total interest income		45,975		18,927			25,055			(22,226	)		67,731

Interest expense		1,654		58			102			-			1,814
Charge for funds used (1)		1,088		15,983			5,155			(22,226	)		-

Total interest expense		2,742		16,041			5,257			(22,226	)		1,814

Net interest income		43,233		2,886			19,798			-			65,917
Recapture of provision for loan losses		-		-			(2,500	)		-			(2,500	)

Net interest income after recapture of provision for loan losses		43,233		2,886			22,298			-			68,417

Noninterest income		5,276		(22	)		3,159			-			8,413
Noninterest expense		12,496		219			20,027			-			32,742
Debt termination expense		-		-			-			-			-

Segment pre-tax profit	$	36,013	$	2,645		$	5,430		$	-		$	44,088

Segment assets as of September 30, 2015	$	6,419,264	$	3,505,392		$	809,514		$	(3,107,708	)	$	7,626,462

(1)

Credit for funds provided and charges for funds used are eliminated in the condensed consolidated presentation.


	For the Three Months Ended September 30, 2014
	Centers		Treasury		Other			Eliminations			Total
			(Dollars in thousands)
Interest income, including loan fees	$	35,384	$	18,397	$	11,514		$	-		$	65,295
Credit for funds provided (1)		8,190		-		12,037			(20,227	)		-

Total interest income		43,574		18,397		23,551			(20,227	)		65,295

Interest expense		1,637		2,415		5			-			4,057
Charge for funds used (1)		1,061		14,374		4,792			(20,227	)		-

Total interest expense		2,698		16,789		4,797			(20,227	)		4,057

Net interest income		40,876		1,608		18,754			-			61,238
Recapture of provision for loan losses		-		-		(1,000	)		-			(1,000	)

Net interest income after recapture of provision for loan losses		40,876		1,608		19,754			-			62,238

Noninterest income		5,288		-		2,721			-			8,009
Noninterest expense		12,221		186		20,074			-			32,481
Debt termination expense		-		-		-			-			-

Segment pre-tax profit	$	33,943	$	1,422	$	2,401		$	-		$	37,766

Segment assets as of September 30, 2014	$	6,086,641	$	3,431,467	$	792,404		$	(2,887,663	)	$	7,422,849

(1)

Credit for funds provided and charges for funds used are eliminated in the condensed consolidated presentation.


	For the Nine Months Ended September 30, 2015
	Centers		Treasury			Other			Eliminations			Total
			(Dollars in thousands)
Interest income, including loan fees	$	108,179	$	56,792		$	31,455		$	-		$	196,426
Credit for funds provided (1)		25,718		-			38,914			(64,632	)		-

Total interest income		133,897		56,792			70,369			(64,632	)		196,426

Interest expense		4,945		1,520			277			-			6,742
Charge for funds used (1)		3,207		46,230			15,195			(64,632	)		-

Total interest expense		8,152		47,750			15,472			(64,632	)		6,742

Net interest income		125,745		9,042			54,897			-			189,684
Recapture of provision for loan losses		-		-			(4,500	)		-			(4,500	)

Net interest income after recapture of provision for loan losses		125,745		9,042			59,397			-			194,184

Noninterest income		15,662		(22	)		9,129			-			24,769
Noninterest expense		36,604		643			57,630			-			94,877
Debt termination expense		-		13,870			-			-			13,870

Segment pre-tax profit (loss)	$	104,803	$	(5,493	)	$	10,896		$	-		$	110,206

Segment assets as of September 30, 2015	$	6,419,264	$	3,505,392		$	809,514		$	(3,107,708	)	$	7,626,462

(1)

Credit for funds provided and charges for funds used are eliminated in the condensed consolidated presentation.


	For the Nine Months Ended September 30, 2014
	Centers		Treasury		Other			Eliminations			Total
			(Dollars in thousands)
Interest income, including loan fees	$	103,158	$	52,504	$	31,911		$	-		$	187,573
Credit for funds provided (1)		22,924		-		34,914			(57,838	)		-

Total interest income		126,082		52,504		66,825			(57,838	)		187,573

Interest expense		4,835		7,178		221			-			12,234
Charge for funds used (1)		2,978		40,607		14,253			(57,838	)		-

Total interest expense		7,813		47,785		14,474			(57,838	)		12,234

Net interest income		118,269		4,719		52,351			-			175,339
Recapture of provision for loan losses		-		-		(16,100	)		-			(16,100	)

Net interest income after recapture of provision for loan losses		118,269		4,719		68,451			-			191,439

Noninterest income		15,232		-		11,325			-			26,557
Noninterest expense		35,469		564		58,929			-			94,962
Debt termination expense		-		-		-			-			-

Segment pre-tax profit	$	98,032	$	4,155	$	20,847		$	-		$	123,034

Segment assets as of September 30, 2014	$	6,086,641	$	3,431,467	$	792,404		$	(2,887,663	)	$	7,422,849

(1)

Credit for funds provided and charges for funds used are eliminated in the condensed consolidated presentation.

10.

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, 2015, the Bank has entered into 75 interest-rate swap agreements with customers. The Bank then entered into identical offsetting swaps with a counterparty bank. 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 a swap with its customers to allow them to convert variable rate loans to fixed rate loans, and at the same time, the Bank enters into a swap with the counterparty bank to allow the Bank to pass on the interest-rate risk associated with fixed rate loans. 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. Our interest rate swap derivatives are subject to a master netting arrangement with one counterparty bank. None of our derivative assets and liabilities are offset in the 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, 2015 and December 31, 2014, the total notional amount of the Company’s swaps was $185.0 million, and $197.4 million, respectively. The location of the asset and liability, and their respective fair values are summarized in the table below.

September 30, 2015

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

11,694

Other liabilities

11,694

Total derivatives

11,694

December 31, 2014

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

10,080

Other liabilities

10,080

Total derivatives

10,080

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 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,
		2015		2014		2015		2014
		(Dollars in thousands)
Interest rate swaps	Other income	$	-	$	-	$	199	$	-

Total		$	-	$	-	$	199	$	-

11.

OTHER COMPREHENSIVE INCOME (LOSS)

The tables below provide a summary of the components of other comprehensive income (loss) (“OCI”) for the periods presented.


	For the Three Months Ended September 30,
	2015									2014
	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	$	12,318		$	5,175		$	7,143		$	(10,291	)	$	(4,322	)	$	(5,969	)
Cumulative-effect adjustment for unrealized gains on securities transferred from available-for-sale to held-to-maturity		6,690			2,808			3,882			-			-			-
Amortization of unrealized gains on securities		(334	)		(140	)		(194	)		-			-			-
transferred from available-for-sale to held-to-maturity
Net realized loss reclassified into earnings		22			9			13			-			-			-

Net change	$	18,696		$	7,852		$	10,844		$	(10,291	)	$	(4,322	)	$	(5,969	)


	For the Nine Months Ended September 30,
	2015									2014
	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	$	(382	)	$	(159	)	$	(223	)	$	47,272		$	19,854		$	27,418
Cumulative-effect adjustment for unrealized gains on securities transferred from available-for-sale to held-to-maturity		6,690			2,808			3,882			-			-			-
Amortization of unrealized gains on securities		(334	)		(140	)		(194	)		-			-			-
transferred from available-for-sale to held-to-maturity
Net realized loss reclassified into earnings		22			9			13			-			-			-

Net change	$	5,996		$	2,518		$	3,478		$	47,272		$	19,854		$	27,418

The following table provides a summary of the change in accumulated other comprehensive income for the periods presented.


	Investment Securities
	(Dollars in thousands)
Balance, January 1, 2015	$	31,075
Net change in fair value recorded in accumulated OCI		3,465
Net realized loss reclassified into earnings		13

Balance, September 30, 2015	$	34,553


	Investment Securities
	(Dollars in thousands)
Balance, January 1, 2014	$	(9,330	)
Net change in fair value recorded in accumulated OCI		27,418
Net realized loss reclassified into earnings		-

Balance, September 30, 2014	$	18,088

12.

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 to a master netting arrangement with one counterparty bank. 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 the counterparty bank 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 condensed consolidated balances.


	Gross Amounts Recognized in the Condensed		Gross Amounts offset in the Condensed			Net Amounts of Assets Presented in the Condensed		Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets
	Consolidated		Consolidated			Consolidated		Financial		Collateral
	Balance Sheets		Balance Sheets			Balance Sheets		Instruments		Pledged			Net Amount
	(Dollars in thousands)
September 30, 2015
Financial assets:
Derivatives not designated as hedging instruments	$	11,694	$	-		$	-	$	11,694	$	-		$	11,694

Total	$	11,694	$	-		$	-	$	11,694	$	-		$	11,694


Financial liabilities:
Derivatives not designated as hedging instruments	$	11,694	$	-		$	11,694	$	-	$	(16,581	)	$	(4,887	)
Repurchase agreements		610,174		-			610,174		-		(673,853	)		(63,679	)

Total	$	621,868	$	-		$	621,868	$	-	$	(690,434	)	$	(68,566	)


December 31, 2014
Financial assets:
Derivatives not designated as hedging instruments	$	10,080	$	-		$	-	$	10,080	$	-		$	10,080

Total	$	10,080	$	-		$	-	$	10,080	$	-		$	10,080


Financial liabilities:
Derivatives not designated as hedging instruments	$	10,200	$	(120	)	$	10,080	$	120	$	(16,734	)	$	(6,534	)
Repurchase agreements		563,627		-			563,627		-		(624,578	)		(60,951	)

Total	$	573,827	$	(120	)	$	573,707	$	120	$	(641,312	)	$	(67,485	)

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. and its wholly owned subsidiaries. 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, 2014, 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 its 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.

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”)

•

Troubled Debt Restructurings (“TDRs”)

•

Investment Securities

•

Goodwill Impairment

•

Acquired Loans

•

Purchase Credit Impaired (“PCI”) Loans

•

Other Real Estate Owned (“OREO”)

•

Fair Value of Financial Instruments

•

Income Taxes

•

Share-Based Compensation

Our significant accounting policies are described in greater detail in our 2014 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, 2014, which are essential to understanding Management’s Discussion and Analysis of Financial Condition and Results of Operations.

OVERVIEW

On October 14, 2015, we announced that we have entered into a merger agreement with County Commerce Bank, pursuant to which County Commerce Bank will merge into Citizens Business Bank upon closing of the transaction. County Commerce Bank is headquartered in Ventura County with four branch locations in Ventura and Santa Barbara Counties and total assets of approximately $250 million. This acquisition would extend our geographic footprint northward into the central coast of California. We expect to close this announced acquisition in the first quarter of 2016, subject to regulatory and County Commerce Bank shareholders’ approvals.

The Company intends to open a new Commercial Banking Center in Santa Barbara in the fourth quarter of 2015.

For the third quarter of 2015, we reported net income of $27.9 million, compared with $24.3 million for the third quarter of 2014. Diluted earnings per share were $0.26 per share for the third quarter of 2015, compared to $0.23 for the same period of 2014. Pre-tax net income for the third quarter of 2015 included a $2.5 million loan loss provision recapture, compared to $1.0 million for the same period of 2014. Net interest income for the third quarter of 2015 was also positively impacted by a decrease of $2.2 million in total interest expense from the year-ago quarter, primarily as a result of the $200.0 million repayment of fixed rate borrowings from the Federal Home Loan Bank (“FHLB”) in the first quarter of 2015.

At September 30, 2015, total assets were $7.63 billion. This represents an increase of $248.5 million, or 3.37%, from total assets of $7.38 billion at December 31, 2014. Earning assets of $7.26 billion at September 30, 2015 increased $244.3 million, or 3.48%, when compared with $7.02 billion at December 31, 2014. The increase in earning assets was primarily due to a $197.2 million increase in interest-earning balances due from the Federal Reserve and a $43.7 million increase in investment securities.

Total investment securities were $3.18 billion at September 30, 2015, an increase of $43.7 million from $3.14 billion at December 31, 2014.

During the third quarter of 2015, we transferred investment securities from our available-for-sale (“AFS”) security portfolio to our held-to-maturity (“HTM”) security portfolio. Transfers of securities into the held-to-maturity category from the available-for-sale category are transferred at fair value at the date of transfer. The fair value of these securities at the date of transfer was $898.6 million. The unrealized holding gain or loss at the date of transfer is retained in accumulated other comprehensive income (“AOCI”) and in the carrying value of the held-to-maturity securities. The net unrealized holding gain at the date of transfer was $3.9 million after-tax and will continue to be reported in AOCI and amortized over the remaining life of the securities as a yield adjustment.

At September 30, 2015, investment securities HTM totaled $869.7 million. After-tax unrealized gain on our HTM investments was $3.7 million at September 30, 2015.

At September 30, 2015, our AFS securities totaled $2.31 billion, inclusive of a pre-tax unrealized gain of $53.2 million.

During the third quarter of 2015, we purchased $170.0 million of mortgage-backed securities (“MBS”) available-for-sale with an average yield of approximately 2.17%. Our new purchases of MBS have an average duration of approximately four years. We also purchased $2.7 million in municipal securities with an average tax-equivalent yield of approximately 3.64%.

Total loans and leases, net of deferred fees and discounts, were $3.82 billion at September 30, 2015, compared to $3.78 billion at June 30, 2015 and $3.82 billion at December 31, 2014. The quarter-over-quarter increase of $38.0 million, or 1.00%, was principally due to increases of $28.9 million in dairy & livestock and agribusiness loans, $10.7 million in construction loans, and $7.2 million in SFR mortgage loans. The overall increase in loans and leases was partially offset by decreases of $6.5 million in commercial real estate loans, $4.5 million in SBA loans, and $4.2 million in consumer loans. Total loans and leases, net of deferred fees and discounts increased $5.1 million, or 0.13%, from December 31, 2014, principally due to increases of $59.5 million in commercial real estate loans, $17.2 million in commercial and industrial loans, and $16.6 million in SFR mortgage loans. The overall increase in loans and leases was offset by decreases of $70.9 million in dairy & livestock and agribusiness loans, which were seasonally high at year-end, as customary, and $18.8 million in SBA loans.

Noninterest-bearing deposits were $3.30 billion at September 30, 2015, an increase of $438.6 million, or 15.30%, compared to $2.87 billion at December 31, 2014, and an increase of $267.9 million, or 8.82%, when compared to September 30, 2014. At September 30, 2015, noninterest-bearing deposits were 55.46% of total deposits, compared to 51.14% at December 31, 2014 and 52.73% at September 30, 2014. Our average cost of total deposits was 9 basis points for the quarters ended September 30, 2015 and September 30, 2014.

On February 23, 2015 we repaid our last remaining FHLB advance which carried a fixed rate of 4.52%.

At September 30, 2015, we had no short-term borrowings, compared to $46.0 million at December 31, 2014 and zero at September 30, 2014.

At September 30, 2015, we had $25.8 million of junior subordinated debentures, unchanged from December 31, 2014 and September 30, 2014.

The allowance for loan losses totaled $59.1 million at September 30, 2015, compared to $59.6 million at June 30, 2015 and $59.8 million at December 31, 2014. The allowance for loan losses was reduced by $2.5 million, offset by net recoveries of $2.1 million. The allowance for loan losses was 1.55%, 1.57%, 1.63%, 1.57% and 1.67% of total loans and leases outstanding, at September 30, 2015, June 30, 2015, March 31, 2015, December 31, 2014, and September 30, 2014, respectively.

Our capital ratios under the revised capital framework referred to as Basel III remain well-above regulatory standards. As of September 30, 2015, the Company’s Tier 1 leverage capital ratio totaled 11.12%, our common equity Tier 1 ratio totaled 16.88%, our Tier 1 risk-based capital ratio totaled 17.40%, and our total risk-based capital ratio totaled 18.65%. Refer to our Analysis of Financial Condition-Capital Resources for discussion of the new capital rules which were effective beginning with the first quarter ended March 31, 2015.

ANALYSIS OF THE RESULTS OF OPERATIONS

Financial Performance


	For the Three Months Ended September 30,						Variance						For the Nine Months Ended September 30,						Variance
	2015			2014			$			%			2015			2014			$			%
	(Dollars in thousands, except per share amounts)

Net interest income	$	65,917		$	61,238		$	4,679			7.64	%	$	189,684		$	175,339		$	14,345			8.18	%
Recapture of provision for loan losses		2,500			1,000			1,500			150.00	%		4,500			16,100			(11,600	)		-72.05	%
Noninterest income		8,413			8,009			404			5.04	%		24,769			26,557			(1,788	)		-6.73	%
Noninterest expense		(32,742	)		(32,481	)		(261	)		-0.80	%		(108,747	)(1)		(94,962	)		(13,785	)		-14.52	%
Income taxes		(16,202	)		(13,471	)		(2,731	)		-20.27	%		(39,674	)		(44,594	)		4,920			11.03	%

Net earnings	$	27,886		$	24,295		$	3,591			14.78	%	$	70,532		$	78,440		$	(7,908	)		-10.08	%

Earnings per common share:
Basic	$	0.26		$	0.23		$	0.03					$	0.66		$	0.74		$	(0.08	)
Diluted	$	0.26		$	0.23		$	0.03					$	0.66		$	0.74		$	(0.08	)
Return on average assets		1.45	%		1.31	%		0.14	%					1.25	%(1)		1.49	%		-0.24	%
Return on average shareholders’ equity		12.11	%		11.26	%		0.85	%					10.42	%(1)		12.77	%		-2.35	%
Efficiency ratio		44.05	%		46.91	%		-2.86	%					50.71	%(1)		47.04	%		3.67	%
Non interest expense to average assets		1.71	%		1.75	%		-0.04	%					1.93	%(1)		1.80	%		0.14	%

(1)

Includes $13.9 million debt termination expense.

Noninterest Expense and Efficiency Ratio Reconciliation (Non-GAAP)

We use certain non-GAAP financial measures to provide supplemental information regarding our performance. Noninterest expense for the nine months ended September 30, 2015, includes debt termination expense of $13.9 million. We believe that presenting the efficiency ratio, and the ratio of noninterest expense to average assets, excluding the impact of debt termination expense, provides additional clarity to the users of financial statements regarding core financial performance. The Company did not incur debt termination expense during the nine months ended September 30, 2014.


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(Dollars in thousands)
Net interest income	$	65,917		$	61,238		$	189,684		$	175,339
Noninterest income		8,413			8,009			24,769			26,557
Noninterest expense		32,742			32,481			108,747			94,962
Less: debt termination expense		-			-			(13,870	)		-

Adjusted noninterest expense	$	32,742		$	32,481		$	94,877		$	94,962

Efficiency ratio		44.05	%		46.91	%		50.71	%		47.04	%
Adjusted efficiency ratio		44.05	%		46.91	%		44.24	%		47.04	%

Adjusted noninterest expense	$	32,742		$	32,481		$	94,877		$	94,962
Average assets	$	7,615,597		$	7,371,524		$	7,518,170		$	7,062,043
Adjusted noninterest expense to average assets (1)		1.71	%		1.75	%		1.69	%		1.80	%

(1) Annualized

Income and Expense Related to Acquired San Joaquin Bank (“SJB”) Assets

The following table summarizes the components of income and expense related to SJB assets excluding normal accretion of interest income on PCI loans for the periods presented.


	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(Dollars in thousands)

Interest income
Interest income-accretion	$	998		$	1,372		$	3,010		$	4,546
Noninterest income
Decrease in FDIC loss sharing asset		-			(479	)		(803	)		(3,653	)
Net gain on sale of OREO		6			-			6			19
Noninterest expense
Legal and professional		(3	)		(165	)		(73	)		(100	)
OREO write-down		-			(65	)		-			(65	)
OREO expenses		(1	)		(4	)		(3	)		(50	)
Other expenses (appraisals, etc.)		4			(24	)		33			(106	)

Net income (loss) before income tax (expense) benefit related to SJB assets	$	1,004		$	635		$	2,170		$	591

Income and expense related to PCI loans include accretion of the difference between the carrying amount of the PCI loans and their expected cash flows, net decrease in the Federal Deposit Insurance Corporation (“FDIC”) loss sharing asset as well as the other noninterest income and noninterest expenses related to SJB assets. The discount accretion of $1.0 million for the third quarter of 2015, recognized as part of interest income from PCI loans, decreased $374,000, compared to $1.4 million for the third quarter of 2014. There was no net decrease in the FDIC loss sharing asset for the third quarter of 2015, compared to a net decrease of $479,000 for the third quarter of 2014, as the loss sharing agreement for commercial loans expired in October 2014.

PCI loans decreased $41.4 million to $99.2 million at September 30, 2015 from $140.6 million at September 30, 2014. At September 30, 2015, the remaining discount associated with the PCI loans approximated $4.8 million. Based on the Company’s regular forecast of expected cash flows from these loans, approximately $2.8 million of the discount is expected to accrete into interest income over the remaining average lives of the respective pools and individual loans, which approximates 3.2 years and 0.9 years, respectively. The loss sharing agreement for commercial loans expired October 16, 2014. At September 30, 2015, there was a $187,000 liability for amounts owed to the FDIC as a result of recoveries of previously charged off loans or OREO assets. Refer to Note 5 – Acquired SJB Assets and FDIC Loss Sharing Asset for total loans by type at September 30, 2015 and December 31, 2014, respectively. Refer to Note 3 – Summary of Significant Accounting Policies, included in our Annual Report on Form 10-K for the year ended December 31, 2014 for a more detailed description of the FDIC loss sharing asset.

There was a $6,000 gain on sale of OREO assets for the nine months ended September 30, 2015, compared to $19,000 for the same period of 2014.

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 (earning assets) and the interest paid on deposits and borrowed funds (interest-bearing liabilities). Net interest margin is the taxable-equivalent (TE) of net interest income as a percentage of average earning assets for the period. The level of interest rates and the volume and mix of earning assets and interest-bearing liabilities impact net interest income and net interest margin. The net interest spread is the yield on average earning assets minus the cost of average interest-bearing liabilities. 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 earning assets as well as the mix of interest-bearing liabilities, changes in the level of interest-bearing liabilities in proportion to 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 Operation –Asset/Liability and Market Risk Management – Interest Rate Sensitivity Management included herein.

The tables below present 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,
	2015							2014
	Average Balance			Interest		Yield/ Rate		Average Balance			Interest		Yield/ Rate
	(Dollars in thousands)
INTEREST-EARNING ASSETS
Investment securities (1)
Available-for-sale securities:
Taxable	$	2,235,875		$	11,840		2.10%	$	2,478,469		$	12,420		2.02%
Tax-advantaged		320,589			2,894		4.98%		587,103			5,227		4.88%
Held-to-maturity securities:
Taxable		353,478			1,688		1.87%		1,606			40		9.96%
Tax-advantaged		209,542			1,748		4.50%		-			-		-
Investment in FHLB stock		17,588			509		11.32%		26,141			518		7.75%
Federal funds sold and interest-earning deposits with other institutions		295,272			230		0.31%		215,360			167		0.31%
Loans held-for-sale		-			-		-		-			-		-
Loans (2)		3,792,327			47,824		5.00%		3,680,088			45,551		4.91%
Yield adjustment to interest income from discount accretion on PCI loans		(5,467	)		998				(9,137	)		1,372

Total interest-earning assets		7,219,204			67,731		3.82%		6,979,630			65,295		3.84%
Total noninterest-earning assets		396,393							391,894

Total assets	$	7,615,597						$	7,371,524


INTEREST-BEARING LIABILITIES

Savings deposits (3)	$	2,002,884			962		0.19%	$	1,988,993			954		0.19%
Time deposits		724,888			371		0.20%		734,289			274		0.15%

Total interest-bearing deposits		2,727,772			1,333		0.19%		2,723,282			1,228		0.18%
FHLB advances and other borrowings		665,436			481		0.29%		801,278			2,829		1.38%

Interest-bearing liabilities		3,393,208			1,814		0.21%		3,524,560			4,057		0.45%

Noninterest-bearing deposits		3,225,175							2,915,293
Other liabilities		83,843							76,023
Stockholders’ equity		913,371							855,648

Total liabilities and stockholders’ equity	$	7,615,597						$	7,371,524


Net interest income				$	65,917						$	61,238

Net interest income excluding discount on PCI loans				$	64,919						$	59,866


Net interest spread - tax equivalent							3.61%							3.39%
Net interest spread - tax equivalent excluding PCI discount							3.55%							3.31%
Net interest margin							3.66%							3.50%
Net interest margin - tax equivalent							3.72%							3.61%
Net interest margin - tax equivalent excluding PCI discount							3.67%							3.53%
Net interest margin excluding loan fees							3.59%							3.45%
Net interest margin excluding loan fees - tax equivalent							3.65%							3.56%

(1)

Non tax-equivalent (TE) rate was 2.39% and 2.32% for the three months ended September 30, 2015 and 2014, respectively.

(2)

Includes loan fees of $1,192 and $795 for the three months ended September 30, 2015 and 2014, respectively. Prepayment penalty fees of $1,913 and $742 are included in interest income for the three months ended September 30, 2015 and 2014, respectively.

(3)

Includes interest-bearing demand and money market accounts.


	For the Nine Months Ended September 30,
	2015								2014
	Average Balance			Interest			Yield/ Rate		Average Balance			Interest		Yield/ Rate
	(Dollars in thousands)
INTEREST-EARNING ASSETS
Investment securities (1)
Available-for-sale securities:
Taxable	$	2,406,823		$	37,548			2.08%	$	2,273,863		$	34,300		2.03%
Tax-advantaged		472,994			12,623			4.88%		576,742			15,691		4.96%
Held-to-maturity securities:
Taxable		120,081			1,762			1.94%		1,673			125		9.96%
Tax-advantaged		70,615			1,748			4.45%		-			-		-
Investment in FHLB stock		21,477			2,392	(4)		14.69%		28,024			1,648		7.75%
Federal funds sold and interest-earning deposits with other institutions		289,943			667			0.31%		257,375			672		0.35%
Loans held-for-sale		-			-			-		121			-		-
Loans (2)		3,756,846			136,676			4.86%		3,561,213			130,591		4.90%
Yield adjustment to interest income from discount accretion on PCI loans		(6,330	)		3,010					(10,865	)		4,546

Total interest-earning assets		7,132,449			196,426			3.78%		6,688,146			187,573		3.87%
Total noninterest-earning assets		385,721								373,897

Total assets	$	7,518,170							$	7,062,043


INTEREST-BEARING LIABILITIES

Savings deposits (3)	$	2,001,993			2,892			0.19%	$	1,849,716			2,711		0.20%
Time deposits		741,877			1,041			0.19%		699,313			925		0.18%

Total interest-bearing deposits		2,743,870			3,933			0.19%		2,549,029			3,636		0.19%
FHLB advances and other borrowings		686,352			2,809			0.55%		869,219			8,598		1.31%

Interest-bearing liabilities		3,430,222			6,742			0.26%		3,418,248			12,234		0.47%

Noninterest-bearing deposits		3,106,307								2,749,165
Other liabilities		76,687								73,152
Stockholders’ equity		904,954								821,478

Total liabilities and stockholders’ equity	$	7,518,170							$	7,062,043


Net interest income				$	189,684							$	175,339

Net interest income excluding discount on PCI loans				$	186,674							$	170,793


Net interest spread - tax equivalent								3.52%							3.40%
Net interest spread - tax equivalent excluding PCI discount								3.46%							3.30%
Net interest margin								3.57%							3.51%
Net interest margin - tax equivalent								3.65%							3.63%
Net interest margin - tax equivalent excluding PCI discount								3.60%							3.53%
Net interest margin excluding loan fees								3.51%							3.46%
Net interest margin excluding loan fees - tax equivalent								3.60%							3.58%

(1)

Non tax-equivalent (TE) rate was 2.36% and 2.36% for the nine months ended September 30, 2015 and 2014, respectively.

(2)

Includes loan fees of $2,908 and $2,355 for the nine months ended September 30, 2015 and 2014, respectively. Prepayment penalty fees of $4,374 and $2,118 are included in interest income for the nine months ended September 30, 2015 and 2014, respectively.

(3)

Includes interest-bearing demand and money market accounts.

(4)

Includes a special dividend from the FHLB of $923,000.

Net Interest Income and Net Interest Margin Reconciliations (Non-GAAP)

We use certain non-GAAP financial measures to provide supplemental information regarding our performance. Net interest income for the three months ended September 30, 2015 and 2014 include a yield adjustment of $1.0 million and $1.4 million, respectively. Net interest income for the nine months ended September 30, 2015, and 2014 include a yield adjustment of $3.0 million and $4.5 million, respectively. These yield adjustments relate to discount accretion on PCI loans, and are reflected in the Company’s net interest margin. We believe that presenting net interest income and the net interest margin excluding these yield adjustments provides additional clarity to the users of financial statements regarding core net interest income and net interest margin.


	Three Months Ended September 30,
	2015							2014
	(Dollars in thousands)
	Average Balance		Interest			Yield		Average Balance		Interest			Yield
Total interest-earning assets (TE)	$	7,219,204	$	69,429			3.82%	$	6,979,630	$	67,220			3.84%
Discount on acquired PCI loans		5,467		(998	)				9,137		(1,372	)

Total interest-earning assets, excluding PCI loan discount and yield adjustment	$	7,224,671	$	68,431			3.77%	$	6,988,767	$	65,848			3.76%


Net interest income and net interest margin (TE)			$	67,615			3.72%			$	63,163			3.61%
Yield adjustment to interest income from discount accretion on acquired PCI loans				(998	)						(1,372	)

Net interest income and net interest margin (TE), excluding yield adjustment			$	66,617			3.67%			$	61,791			3.53%


	Nine Months Ended September 30,
	2015							2014
	(Dollars in thousands)
	Average Balance		Interest			Yield		Average Balance		Interest			Yield
Total interest-earning assets (TE)	$	7,132,449	$	201,707			3.78%	$	6,688,146	$	193,334			3.87%
Discount on acquired PCI loans		6,330		(3,010	)				10,865		(4,546	)

Total interest-earning assets, excluding PCI loan discount and yield adjustment	$	7,138,779	$	198,697			3.72%	$	6,699,011	$	188,788			3.78%


Net interest income and net interest margin (TE)			$	194,965			3.65%			$	181,100			3.63%
Yield adjustment to interest income from discount accretion on acquired PCI loans				(3,010	)						(4,546	)

Net interest income and net interest margin (TE), excluding yield adjustment			$	191,955			3.60%			$	176,554			3.53%

The following tables present a comparison of interest income and interest expense resulting from changes in the volumes and rates on average 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.


	Comparision of Three Months Ended September 30, 2015 Compared to 2014 Increase (Decrease) Due to
	Volume			Rate			Rate/ Volume			Total
	(Dollars in thousands)
Interest income:
Available-for-sale securities:
Taxable investment securities	$	(909	)	$	364		$	(35	)	$	(580	)
Tax-advantaged investment securities		(2,393	)		110			(50	)		(2,333	)
Held-to-maturity securities:
Taxable investment securities		8,934			(33	)		(7,253	)		1,648
Tax-advantaged investment securities		1,748			-			-			1,748
Investment in FHLB stock		(170	)		240			(79	)		(9	)
Fed funds sold & interest-earning deposits with other institutions		62			1			-			63
Loans		1,390			857			26			2,273
Yield adjustment from discount accretion on PCI loans		(551	)		296			(119	)		(374	)

Total interest income		8,111			1,835			(7,510	)		2,436


Interest expense:
Savings deposits		6			2			-			8
Time deposits		(4	)		102			(1	)		97
FHLB advances and other borrowings		(481	)		(2,248	)		381			(2,348	)

Total interest expense		(479	)		(2,144	)		380			(2,243	)

Net interest income	$	8,590		$	3,979		$	(7,890	)	$	4,679


	Comparision of Nine Months Ended September 30,
	2015 Compared to 2014
	Increase (Decrease) Due to
							Rate/
	Volume			Rate			Volume			Total
	(Dollars in thousands)
Interest income:
Available-for-sale securities:
Taxable investment securities	$	2,279		$	916		$	53		$	3,248
Tax-advantaged investment securities		(2,852	)		(264	)		48			(3,068	)
Held-to-maturity securities:
Taxable investment securities		8,921			(101	)		(7,183	)		1,637
Tax-advantaged investment securities		1,748			-			-			1,748
Investment in FHLB stock		(384	)		1,471			(343	)		744
Fed funds sold & interest-earning deposits with other institutions		81			(76	)		(10	)		(5	)
Loans		7,172			(1,031	)		(56	)		6,085
Yield adjustment from discount accretion on PCI loans		(1,898	)		621			(259	)		(1,536	)

Total interest income		15,067			1,536			(7,750	)		8,853


Interest expense:
Savings deposits		223			(39	)		(3	)		181
Time deposits		56			56			4			116
FHLB advances and other borrowings		(1,817	)		(5,030	)		1,058			(5,789	)

Total interest expense		(1,538	)		(5,013	)		1,059			(5,492	)

Net interest income	$	16,605		$	6,549		$	(8,809	)	$	14,345

Net interest income, before provision for loan losses, of $65.9 million for the third quarter of 2015 increased $4.7 million, or 7.64%, compared to the third quarter of 2014. Third quarter net interest income was positively impacted by both loan income and income from investment securities. Interest income and fees on loans for the third quarter of 2015 totaled $48.8 million, which included $1.0 million of discount accretion from principal reductions, payoffs and improved credit loss experienced on PCI loans acquired from SJB. This represented a $3.5 million, or 7.72%, increase when compared to interest income and fees on loans of $45.3 million for the second quarter of 2015, which included $1.0 million of discount accretion on PCI loans, and an increase of $1.9 million, or 4.05%, from the third quarter of 2014, which included $1.4 million of discount accretion on PCI loans. Our net interest income for the third quarter of 2015 was also positively impacted by a $2.3 million decrease in interest expense as compared to the third quarter of 2014 primarily as a result of the $200.0 million repayment of fixed rate borrowings from the FHLB in the first quarter of 2015.

Our net interest margin, tax equivalent (TE), was 3.72% for the third quarter 2015, compared to 3.65% for the second quarter of 2015 and 3.61% for the third quarter of 2014. Total average earning asset yields (TE) were 3.82% for the third quarter of 2015, compared to 3.74% for the second quarter of 2015 and 3.84% for the third quarter of 2014. Total cost of funds was 0.11% for the third quarter of 2015, compared to 0.11% for the second quarter of 2015 and 0.25% for the third quarter of 2014.

The average balance of total loans (excluding PCI discount) increased $112.2 million to $3.79 billion for the third quarter of 2015, compared to $3.68 billion for the third quarter of 2014. The average yield on loans (excluding PCI discount) was 5.00% for the third quarter of 2015, compared to 4.91% for the third quarter of 2014. During the third quarter of 2015, we had one non-performing commercial real estate loan that was paid in full resulting in a $2.8 million increase to interest income. We also earned $1.9 million in loan prepayment penalty fees for the third quarter of 2015, compared with $1.1 million for the second quarter of 2015 and $742,000 for the third quarter of 2014.

Total average earning assets of $7.22 billion increased $239.6 million, or 3.43%, from $6.98 billion for the third quarter of 2014. This increase was due to a $112.2 million increase in average loans, net of deferred fees and discounts to $3.79 billion for the third quarter of 2015, compared to $3.68 billion for the third quarter of 2014. Total average investment securities, increased $52.3 million to $3.12 billion for the third quarter of 2015, compared to $3.07 billion for the third quarter of 2014. Average overnight funds sold to the Federal Reserve and average interest-earning deposits with other institutions also increased $79.9 million to $295.3 million

for the third quarter of 2015, compared to $215.4 million for the third quarter of 2014. These increases were partially offset by an $8.6 million decrease in average investment in FHLB stock.

In general, we stop accruing interest on a loan after its principal or interest becomes 90 days or more past due. When a loan is placed on nonaccrual, all interest previously accrued but not collected is charged against earnings. There was no interest income that was accrued and not reversed on nonaccrual loans at September 30, 2015 and 2014. As of September 30, 2015 and 2014, we had $23.6 million and $37.1 million of nonaccrual loans (excluding PCI loans), respectively.

Fees collected on loans are an integral part of the loan pricing decision. Net loan fees and the direct costs associated with the origination or purchase of loans are deferred and deducted from total loans on our balance sheet. Net deferred loan fees are recognized in interest income over the term of the loan using the effective-yield method. We recognized loan fee income of $1.2 million and $2.9 million for the three and nine months ended September 30, 2015, respectively, compared to $795,000 and $2.4 million for the three and nine months ended September 30, 2014, respectively.

Interest income on total investments of $18.2 million for the third quarter of 2015, increased $483,000, or 2.73%, from $17.7 million for the third quarter of 2014. Total TE yield on investments was 2.53% for the third quarter of 2015, compared to 2.58% for the same period in 2014. During the third quarter of 2015, we purchased $170.0 million of MBS available-for-sale with an average yield of approximately 2.17%. Our new purchases of MBS have an average duration of approximately four years. We also purchased $2.7 million in municipal securities with an average tax-equivalent yield of approximately 3.64%.

Interest expense of $1.8 million for the third quarter of 2015 decreased $2.2 million, or 55.29%, compared to $4.1 million for the third quarter of 2014. The average rate paid on interest-bearing liabilities decreased 24 basis points to 0.21% for the third quarter of 2015, from 0.45% for the third quarter of 2014, primarily as a result of the repayment of the $200 million FHLB advance during the first quarter of 2015.

Provision for Loan Losses

We maintain an allowance for loan losses that is increased (decreased) by a provision (recapture) for loan losses charged against operating results. 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 credit losses within the existing loan portfolio.

The allowance for loan losses totaled $59.1 million at September 30, 2015, compared to $59.8 million at December 31, 2014. The allowance for loan losses was reduced by a $4.5 million loan loss provision recapture for the nine months ended September 30, 2015, offset by net recoveries of $3.8 million. We recorded a $2.5 million loan loss provision recapture for the third quarter of 2015, compared to a $1.0 million loan loss provision recapture for the same period of 2014. We believe the allowance is appropriate at September 30, 2015. We periodically assess the quality of our portfolio to determine whether additional provisions for loan losses are necessary. The ratio of the allowance for loan losses to total loans and leases outstanding, net of deferred fees and discount, as of September 30, 2015 and December 31, 2014 was 1.55% and 1.57%, respectively. 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 not be reflected in increased provisions for loan losses in the future, as the nature of this process requires considerable judgment. Net recoveries totaled $3.8 million for the nine months ended September 30, 2015, compared to $447,000 for the same period of 2014.

PCI loans acquired in the FDIC-assisted transaction were initially recorded at their fair value and were covered by a loss sharing agreement with the FDIC, which expired October 16, 2014 for commercial loans. Due to the timing of the acquisition and the October 16, 2009 fair value estimate, there was no provision for loan losses on the PCI loans in 2009. Refer to Note 3 – Summary of Significant Accounting Policies, included in our Annual Report on Form 10-K for the year ended December 31, 2014 for a more detailed discussion about the FDIC loss sharing asset. During the nine months ended September 30, 2015 and 2014, there was approximately $92,000 and $39,000 in net charge-offs, respectively, for loans in excess of the amount originally expected in the fair value of the loans at acquisition.

Noninterest Income

Noninterest income includes income derived from special 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										For the Nine Months
	Ended September 30,					Variance					Ended September 30,						Variance
	2015		2014			$			%		2015			2014			$			%
	(Dollars in thousands)
Noninterest income:
Service charges on deposit accounts	$	3,930	$	4,065		$	(135	)		-3.32%	$	11,843		$	11,798		$	45			0.38%
Trust and investment services		2,275		2,045			230			11.25%		6,607			6,103			504			8.26%
Bankcard services		805		868			(63	)		-7.26%		2,380			2,569			(189	)		-7.36%
BOLI income		491		613			(122	)		-19.90%		1,948			1,852			96			5.18%
Decrease in FDIC loss sharing asset, net		-		(479	)		479			100.00%		(803	)		(3,653	)		2,850			78.02%
Gain on OREO, net		158		127			31			24.41%		414			262			152			58.02%
Gain on sale of loans held-for-sale		-		-			-			-		-			5,330			(5,330	)		-100.00%
Other		754		770			(16	)		-2.08%		2,380			2,296			84			3.66%

Total noninterest income	$	8,413	$	8,009		$	404			5.04%	$	24,769		$	26,557		$	(1,788	)		-6.73%

Third Quarter of 2015 Compared to the Third Quarter of 2014

Noninterest income of $8.4 million for the third quarter of 2015 increased $404,000, or 5.04%, over noninterest income of $8.0 million for the third quarter of 2014. The increase was primarily due to a $479,000 net decrease in the FDIC loss sharing asset reflected in the third quarter of 2014.

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, 2015, CitizensTrust had approximately $2.35 billion in assets under management and administration, including $1.82 billion in assets under management. CitizensTrust generated fees of $2.3 million for the third quarter of 2015, compared to $2.0 million for the third quarter of 2014.

Nine Months of 2015 Compared to the Nine Months of 2014

The $1.8 million decrease in noninterest income for the nine months of 2015 was primarily due to a $5.3 million pre-tax gain on the sale of one loan held-for-sale in the first quarter of 2014. This was partially offset by an $803,000 net decrease in the FDIC loss sharing asset for the nine months ended September 2015, compared to a $3.7 million net decrease in the FDIC loss sharing asset for the same period of 2014.

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
	2015		2014			$			%		2015			2014			$			%
	(Dollars in thousands)
Noninterest expense:
Salaries and employee benefits	$	20,395	$	19,366		$	1,029			5.31%	$	59,338		$	57,170		$	2,168			3.79%
Occupancy		2,899		3,081			(182	)		-5.91%		8,379			8,602			(223	)		-2.59%
Equipment		954		1,066			(112	)		-10.51%		2,839			2,946			(107	)		-3.63%
Professional services		1,937		2,080			(143	)		-6.88%		4,617			5,090			(473	)		-9.29%
Software licenses and maintenance		901		1,324			(423	)		-31.95%		2,924			3,399			(475	)		-13.97%
Stationery and supplies		273		421			(148	)		-35.15%		959			1,190			(231	)		-19.41%
Telecommunications expense		409		458			(49	)		-10.70%		1,228			1,135			93			8.19%
Promotion		1,297		1,349			(52	)		-3.85%		3,825			3,956			(131	)		-3.31%
Amortization of intangible assets		220		466			(246	)		-52.79%		727			781			(54	)		-6.91%
Debt termination expense		-		-			-			-		13,870			-			13,870			100.00%
Regulatory assessments		1,032		994			38			3.82%		3,112			2,952			160			5.42%
Loan expense		192		437			(245	)		-56.06%		611			995			(384	)		-38.59%
OREO expense		28		102			(74	)		-72.55%		363			240			123			51.25%
Recapture of provision for unfunded loan commitments		-		(1,250	)		1,250			100.00%		(500	)		(1,250	)		750			60.00%
Acquisition related expenses		75		640			(565	)		-88.28%		75			1,932			(1,857	)		-96.12%
Other		2,130		1,947			183			9.40%		6,380			5,824			556			9.55%

Total noninterest expense	$	32,742	$	32,481		$	261			0.80%	$	108,747		$	94,962		$	13,785			14.52%

Noninterest expense to average assets, excluding debt termination expense		1.71%		1.75%								1.69%			1.80%
Efficiency ratio, excluding debt termination expense (1)		44.05%		46.91%								44.24%			47.04%

(1)

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

Third Quarter of 2015 Compared to the Third Quarter of 2014

Our ability to control noninterest expenses in relation to asset growth can be measured in terms of total noninterest expense as a percentage of average assets. Excluding the impact of debt termination expense, noninterest expense measured as a percentage of average assets was 1.71% for the third quarter of 2015, compared to 1.75% for the third quarter of 2014.

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) is measured by the efficiency ratio and indicates the percentage of net revenue that is used to cover expenses. For the third quarter of 2015, the efficiency ratio, excluding debt termination expense, was 44.05%, compared to 46.91% for the third quarter of 2014.

Noninterest expense for the third quarter of 2015 was $32.7 million, compared to $32.5 million for the third quarter of 2014. The $1.0 million increase in salaries and employee benefits expense was principally due to our growth and expansion efforts in Los Angeles, Ventura and Santa Barbara Counties. As part of these growth efforts, we hired new teams of bankers to lead our expansion into the southern portion of California’s Central Coast markets. Our newly hired six person team has come together to form our new Commercial Banking Center location in Oxnard, California. The Oxnard Commercial Banking Center represents an important and strategic expansion for the Bank into the Ventura County and Santa Barbara County markets. We also hired a new team of bankers to continue to build out our downtown Los Angeles Commercial Banking Center with the objective of expanding our business activities.

Nine Months of 2015 Compared to the Nine Months of 2014

Noninterest expense for the nine months ended September 30, 2015 increased $13.8 million, compared to the same period of 2014. The overall increase was primarily due to a pre-tax debt termination expense of $13.9 million resulting from the repayment of a $200.0 million FHLB fixed rate advance in the first quarter of 2014. The $2.2 million increase in salaries and employee benefits expense was due to our growth and expansion efforts, as described above. Acquisition related expenses for American Security Bank (“ASB”) for the nine months ended September 30, 2014 were $1.9 million.

Income Taxes

The Company’s effective tax rate for the three and nine months ended September 30, 2015 was 36.75% and 36.00%, respectively, compared to 35.67% and 36.25% for the three and nine months ended September 30, 2014, respectively. Our estimated annual effective tax rate varies depending upon tax-advantaged income as well as available tax credits.

The effective tax rates are below the nominal combined Federal and State tax rate as a result of tax-advantaged income from certain investments and municipal loans and leases as a percentage of total income as well as available tax credits for each period. The majority of tax-advantaged income is derived from municipal securities.

RESULTS BY BUSINESS SEGMENTS

We have two reportable business segments: which are (i) Business Financial and Commercial Banking Centers (“Centers”) and (ii) Treasury. The results of these two segments are included in the reconciliation between business segment totals and our consolidated total. Our business segments do not include the results of administration units that do not meet the definition of an operating segment. There are no provisions for loan losses or taxes in the segments as these are accounted for at the corporate level.

Key measures we use to evaluate the segments’ performance are included in the following table for the three and nine months ended September 30, 2015 and 2014. These tables also provide additional significant segment measures useful to understanding the performance of these segments.

Business Financial and Commercial Banking Centers


	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(Dollars in thousands)
Key Measures:
Statement of Operations
Interest income (1)	$	45,975		$	43,574		$	133,897		$	126,082
Interest expense (1)		2,742			2,698			8,152			7,813

Net interest income		43,233			40,876			125,745			118,269

Noninterest income		5,276			5,288			15,662			15,232
Noninterest expense		12,496			12,221			36,604			35,469

Segment pre-tax profit	$	36,013		$	33,943		$	104,803		$	98,032

Balance Sheet
Average loans	$	3,013,815		$	2,918,964		$	2,985,889		$	2,824,316

Average interest-bearing deposits and customer repurchase agreements	$	3,083,278		$	3,014,731		$	3,081,918		$	2,943,432
Yield on loans (2)		4.87	%		4.81	%		4.84	%		4.88	%
Rate paid on interest-bearing deposits and customer repurchases		0.21	%		0.22	%		0.21	%		0.22	%

(1)

Interest income and interest expense include credit for funds provided and charges for funds used, respectively. These are eliminated in the condensed consolidated presentation.

(2)

Yield on loans excludes PCI discount accretion, and is accounted for at the corporate level.

For the third quarter of 2015, the Centers’ segment pre-tax profit increased by $2.1 million, or 6.10%, primarily due to an increase in net interest income of $2.4 million, or 5.51%, compared to the third quarter of 2014. The $2.4 million increase in interest income for the third quarter of 2015 was principally due to a $94.9 million increase in average loans and a 6 basis point increase in the loan yield to 4.87% for the third quarter of 2015, compared to 4.81% for the third quarter of 2014. The increase in interest income was offset by a $275,000 increase in noninterest expense for the three months ended September 30, 2015, compared to the same period of 2014.

Treasury


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2015			2014			2015			2014
	(Dollars in thousands)
Key Measures:
Statement of Operations
Interest income (1)	$	18,927		$	18,397		$	56,792		$	52,504
Interest expense (1)		16,041			16,789			47,750			47,785

Net interest income		2,886			1,608			9,042			4,719

Noninterest income		(22	)		-			(22	)		-
Noninterest expense		219			186			643			564
Debt termination expense		-			-			13,870			-

Segment pre-tax profit (loss)	$	2,645		$	1,422		$	(5,493	)	$	4,155

Balance Sheet
Average investments	$	3,119,484		$	3,067,178		$	3,070,513		$	2,852,278
Average interest-bearing deposits	$	280,001		$	276,250		$	279,891		$	251,667
Average borrowings	$	-		$	199,385		$	39,661		$	201,040
Yield on investments-TE		2.53	%		2.58	%		2.56	%		2.63	%
Non-tax equivalent yield		2.39	%		2.32	%		2.36	%		2.36	%
Average cost of borrowings		-			4.67	%		4.72	%		4.63	%

(1)

Interest income and interest expense include credit for funds provided and charges for funds used, respectively. These are eliminated in the condensed consolidated presentation.

For the third quarter of 2015, the Company’s Treasury Department reported a pre-tax profit of $2.6 million, compared to a pre-tax profit of $1.4 million for the third quarter of 2014. The $1.2 million increase in pre-tax profit was primarily due to a $530,000 increase in interest income as a result of a $52.3 million increase in average investments. Interest expense decreased $748,000 due to the redemption of $200.0 million of fixed rate debt from the FHLB in the first quarter of 2015. The increase in interest income was offset by a 5 basis point decrease in yield on investments (TE).

Other


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2015			2014			2015			2014
	(Dollars in thousands)
Key Measures:
Statement of Operations
Interest income (1)	$	25,055		$	23,551		$	70,369		$	66,825
Interest expense (1)		5,257			4,797			15,472			14,474

Net interest income		19,798			18,754			54,897			52,351

Recapture of provision for loan losses		(2,500	)		(1,000	)		(4,500	)		(16,100	)
Noninterest income		3,159			2,721			9,129			11,325
Noninterest expense		20,027			20,074			57,630			58,929

Segment pre-tax profit	$	5,430		$	2,401		$	10,896		$	20,847

(1)

Interest income and interest expense include credit for funds provided and charges for funds used, respectively. These are eliminated in the condensed consolidated presentation.

The Company’s administration and other operating departments reported pre-tax profit of $5.4 million for the third quarter of 2015, an increase of $3.0 million, or 126.15%, from $2.4 million for the third quarter of 2014. The $3.0 million increase was primarily due to an increase of $1.5 million in interest income. During the third quarter of 2015, we had one non-performing commercial real estate loan that was paid in full resulting in a $2.8 million increase to interest income. The third quarter of 2015 also included a loan loss provision recapture of $2.5 million for the third quarter of 2015, compared to a $1.0 million loan loss provision recapture for the same period of 2014. Noninterest income increased $438,000 (FDIC loss sharing asset).

ANALYSIS OF FINANCIAL CONDITION

The Company reported total assets of $7.63 billion at September 30, 2015. This represented an increase of $248.5 million, or 3.37%, from total assets of $7.38 billion at December 31, 2014. Earning assets of $7.26 billion at September 30, 2015 increased $244.3 million, or 3.48%, when compared with $7.02 billion at December 31, 2014. The increase in earning assets during the first nine months of 2015 was primarily due to a $197.2 million increase in interest-earning balances due from the Federal Reserve and a $43.7 million increase in total investment securities. Total liabilities were $6.71 billion at September 30, 2015, an increase of $205.9 million, or 3.17%, from total liabilities of $6.50 billion at December 31, 2014. Total deposits of $5.96 billion at September 30, 2015 increased $354.8 million, or 6.33%, from total deposits of $5.60 billion at December 31, 2014. Total equity increased $42.6 million, or 4.85%, to $920.7 million at September 30, 2015, compared to total equity of $878.1 million at December 31, 2014.

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, 2015, we reported total investment securities of $3.18 billion. This represented an increase of $43.7 million, or 1.39%, from total investment securities of $3.14 billion at December 31, 2014. During the third quarter of 2015, we transferred investment securities from our AFS security portfolio to HTM. Transfers of securities into the held-to-maturity category from the available-for-sale category are transferred at fair value at the date of transfer. The fair value of these securities at the date of transfer was $898.6 million. The unrealized holding gain or loss at the date of transfer is retained in accumulated other comprehensive income and in the carrying value of the held-to-maturity securities. The net unrealized holding gain at the date of transfer was $3.9 million after-tax and will continue to be reported in AOCI and amortized over the remaining life of the securities as a yield adjustment. At September 30, 2015, investment securities HTM totaled $869.7 million. The after-tax unrealized gain reported in AOCI on investment securities HTM was $3.7 million at September 30, 2015. At September 30, 2015 our investment securities AFS totaled $2.31 billion, inclusive of a pre-tax unrealized gain of $53.2 million. The after-tax unrealized gain reported in AOCI on investment securities AFS was $30.9 million.

As of September 30, 2015, the Company had a pre-tax net unrealized holding gain on total investment securities of $59.6 million, compared to a pre-tax net unrealized holding gain of $53.6 million at December 31, 2014. The changes in the net unrealized holding gain resulted primarily from fluctuations in market interest rates from the previous respective quarters. For the nine months ended September 30, 2015 and 2014, total repayments/maturities and proceeds from sales of investment securities totaled $419.0 million and $316.0 million, respectively. The Company purchased additional investment securities totaling $431.7 million for the nine months ended September 30, 2015, which included $42.3 million of securities purchased but not settled at September 30, 2015. This compares to $738.9 million for the nine months ended September 30, 2014. There was one investment security sold during the first nine months of 2015 with a recognized loss of approximately $22,000. No investment securities were sold during the first nine months of 2014.

The tables below set forth investment securities available-for-sale and held-to-maturity for the periods presented.


	September 30, 2015
	Amortized Cost		Gross Unrealized Holding Gain		Gross Unrealized Holding Loss			Fair Value		Total Percent
	(Dollars in thousands)
Investment securities available-for-sale:
Government agency/GSEs	$	20,753	$	16	$	(1	)	$	20,768		0.90%
Residential mortgage-backed securities		1,670,643		40,902		-			1,711,545		74.00%
CMOs/REMICs - residential		380,260		8,237		-			388,497		16.80%
Municipal bonds		182,849		4,049		-			186,898		8.08%
Other securities		5,000		13		-			5,013		0.22%

Total available-for-sale securities	$	2,259,505	$	53,217	$	(1	)	$	2,312,721		100.00%

Investment securities held-to-maturity (1):
Government agency/GSEs	$	297,204	$	3,321	$	-		$	300,525		34.18%
Residential mortgage-backed securities		238,993		1,384		-			240,377		27.48%
CMO		1,348		589		-			1,937		0.15%
Municipal bonds		332,105		1,635		(196	)		333,544		38.19%

Total held-to-maturity securities	$	869,650	$	6,929	$	(196	)	$	876,383		100.00%


	December 31, 2014
	Amortized Cost		Gross Unrealized Holding Gain		Gross Unrealized Holding Loss			Fair Value		Total Percent
	(Dollars in thousands)
Investment securities available-for-sale:
Government agency/GSEs	$	339,071	$	-	$	(8,228	)	$	330,843		10.55%
Residential mortgage-backed securities		1,884,370		36,154		(3,028	)		1,917,496		61.12%
CMOs/REMICs - residential		297,318		7,050		(277	)		304,091		9.69%
Municipal bonds		557,823		22,463		(645	)		579,641		18.48%
Other securities		5,000		87		-			5,087		0.16%

Total available-for-sale securities	$	3,083,582	$	65,754	$	(12,178	)	$	3,137,158		100.00%

Investment securities held-to-maturity (1):
CMO	$	1,528	$	649	$	-		$	2,177		100.00%

Total held-to-maturity securities	$	1,528	$	649	$	-		$	2,177		100.00%

(1) Securities held-to-maturity are presented in the condensed consolidated balance sheets at amortized cost.

The weighted-average yield (TE) on the investment portfolio at September 30, 2015 was 2.56% with a weighted-average life of 3.8 years. This compares to a weighted-average yield of 2.58% at December 31, 2014 with a weighted-average life of 3.9 years and a yield of 2.46% at September 30, 2014 with a weighted-average life of 4.1 years.

Approximately 84% of the securities in the total investment portfolio, at September 30, 2015, are issued by the U.S government or U.S. government-sponsored agencies and enterprises, which have the implied guarantee payment of principal and interest. As of September 30, 2015, approximately $221.2 million in U.S. government agency bonds are callable.

The Agency CMO/REMICs are backed by agency-pooled collateral. All non-agency available-for-sale CMO/REMIC issues held are rated investment grade or better by either Standard & Poor’s or Moody’s, as of September 30, 2015 and December 31, 2014.

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, 2015 and December 31, 2014. 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 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-impaired except for one investment security classified as held-to-maturity. A summary of our analysis of these securities and the unrealized losses is described more fully in Note 4 — Investment Securities in the notes to the unaudited condensed consolidated financial statements. Economic trends may adversely affect the value of the portfolio of investment securities that we hold.


	September 30, 2015
	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:
Government agency/GSEs	$	9,000	$	1	$	-	$	-	$	9,000	$	1
Residential mortgage-backed securities		-		-		-		-		-		-
CMOs/REMICs - residential		-		-		-		-		-		-
Municipal bonds		-		-		-		-		-		-
Other securities		-		-		-		-		-		-

Total available-for-sale securities	$	9,000	$	1	$	-	$	-	$	9,000	$	1

Investment securities held-to-maturity:
Government agency/GSEs	$	-	$	-	$	-	$	-	$	-	$	-
Residential mortgage-backed securities		-		-		-		-		-		-
CMO		-		-		-		-		-		-
Municipal bonds		81,956		196		-		-		81,956		196
Other securities		-		-		-		-		-		-

Total held-to-maturity securities	$	81,956	$	196	$	-	$	-	$	81,956	$	196


	December 31, 2014
	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:
Government agency/GSEs	$	22,224	$	28	$	307,873	$	8,200	$	330,097	$	8,228
Residential mortgage-backed securities		19,636		4		145,681		3,024		165,317		3,028
CMOs/REMICs - residential		-		-		31,143		277		31,143		277
Municipal bonds		1,953		23		24,812		622		26,765		645
Other securities		-		-		-		-		-		-

Total available-for-sale securities	$	43,813	$	55	$	509,509	$	12,123	$	553,322	$	12,178

During the nine months ended September 30, 2015 and 2014, there was no other-than-temporary impairment recognized on the held-to-maturity investment securities.

Loans

Total loans and leases, net of deferred fees and discounts was $3.82 billion at September 30, 2015, compared to $3.78 billion at June 30, 2015 and $3.82 billion at December 31, 2014. The quarter-over-quarter increase in loans was principally due to increases of approximately $28.9 million in dairy & livestock and agribusiness loans, $10.7 million in construction loans, and $7.2 million in SFR mortgage loans. The overall increase in loans and leases was partially offset by decreases of $6.5 million in commercial real estate loans and $4.5 million in SBA loans.

Total loans, net of deferred loan fees and discounts, comprise 52.62% of our total earning assets of September 30, 2015. The following table presents our total loan portfolio, excluding held-for-sale loans, by type for the periods presented.

Distribution of Loan Portfolio by Type


	September 30, 2015			December 31, 2014
	(Dollars in thousands)
Commercial and industrial	$	413,709		$	390,011
SBA		116,126			134,265
Real estate:
Commercial real estate		2,569,128			2,487,803
Construction		57,578			55,173
SFR mortgage		221,696			205,124
Dairy & livestock and agribusiness		212,670			279,173
Municipal lease finance receivables		75,839			77,834
Consumer and other loans		69,630			69,884

Gross loans, excluding PCI loans		3,736,376			3,699,267
Less: Deferred loan fees, net		(8,636	)		(8,567	)

Gross loans, excluding PCI loans, net of deferred loan fees		3,727,740			3,690,700
Less: Allowance for loan losses		(59,149	)		(59,825	)

Net loans, excluding PCI loans		3,668,591			3,630,875

PCI Loans		99,185			133,496
Discount on PCI loans		(4,754	)		(7,129	)

PCI loans, net		94,431			126,367

Total loans and lease finance receivables	$	3,763,022		$	3,757,242

As of September 30, 2015, $171.0 million, or 6.66%, of the total commercial real estate loans included loans secured by farmland, compared to $165.6 million, or 6.66%, at December 31, 2014. The loans secured by farmland included $132.8 million for loans secured by dairy & livestock land and $38.2 million for loans secured by agricultural land at September 30, 2015, compared to $144.1 million for loans secured by dairy & livestock land and $21.5 million for loans secured by agricultural land at December 31, 2014. As of September 30, 2015, dairy & livestock and agribusiness loans of $212.7 million was comprised of $197.9 million for dairy & livestock loans and $14.8 million for agribusiness loans at September 30, 2015, compared to $268.1 million for dairy & livestock loans and $11.1 million for agribusiness loans at December 31, 2014.

PCI Loans from the SJB Acquisition

These PCI loans were acquired from SJB on October 16, 2009 and were subject to a loss sharing agreement with the FDIC. Under the terms of such loss sharing agreement, the FDIC absorbs 80% of losses and shares in 80% of loss recoveries up to $144.0 million in losses with respect to covered assets, after a first loss amount of $26.7 million. The loss sharing agreement covered 5 years for commercial loans and covers 10 years for single-family residential loans from the October 16, 2009 acquisition date and the loss recovery provisions are in effect for 8 and 10 years, respectively, for commercial and single-family residential loans from the acquisition date. The loss sharing agreement for commercial loans expired on October 16, 2014.

The PCI loan portfolio included unfunded commitments for commercial lines or credit, construction draws and other lending activity. The total commitment outstanding as of the acquisition date is included under the loss share agreement. As such, any additional advances up to the total commitment outstanding at the time of acquisition were covered under the loss share agreement.

The following table presents PCI loans by type for the periods presented.


	September 30, 2015			December 31, 2014
	(Dollars in thousands)
Commercial and industrial	$	8,062		$	14,605
SBA		414			1,110
Real estate:
Commercial real estate		87,522			109,350
Construction		-			-
SFR mortgage		198			205
Dairy & livestock and agribusiness		523			4,890
Municipal lease finance receivables		-			-
Consumer and other loans		2,466			3,336

Gross PCI loans		99,185			133,496
Less: Purchase accounting discount		(4,754	)		(7,129	)

Gross PCI loans, net of discount		94,431			126,367
Less: Allowance for PCI loans losses		-			-

Net PCI loans	$	94,431		$	126,367

The excess of cash flows expected to be collected over the initial fair value of acquired loans is referred to as the accretable yield and is accreted into interest income over the estimated life of the acquired loans using the effective yield method. The accretable yield will change due to:

•

estimate of the remaining life of acquired loans which may change the amount of future interest income;

•

estimate of the amount of contractually required principal and interest payments over the estimated life that will not be collected (the nonaccretable difference); and

•

indices for acquired loans with variable rates of interest.

Commercial and industrial loans are loans to commercial entities to finance capital purchases or improvements, or to provide cash flow for operations. Small Business Administration (“SBA”) loans are loans, which are guaranteed in whole or in part by the SBA, to commercial entities and/or their principals to finance capital purchases or improvements, to provide cash flow for operations for both short and long term working capital needs to finance sales growth or expansion, and commercial real estate loans to acquire or refinance the entities commercial real estate. 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. Consumer loans include auto and equipment leases, installment loans to consumers as well as home equity loans 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.

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, excluding PCI loans, by region for the period presented.


	September 30, 2015

	Total Loans			Commercial Real Estate Loans
	(Dollars in thousands)
Los Angeles County	$	1,572,507	42.1%	$	1,107,542	43.1%
Central Valley		690,283	18.5%		453,381	17.7%
Inland Empire		653,150	17.5%		559,703	21.8%
Orange County		506,666	13.5%		265,455	10.3%
Other areas (1)		313,770	8.4%		183,047	7.1%

	$	3,736,376	100.0%	$	2,569,128	100.0%

(1)

Other areas include loans that are out-of-state or in other areas of California.

The following is the breakdown of total PCI held-for-investment commercial real estate loans by region for the period presented.


	September 30, 2015
	Total PCI Loans			PCI - Commercial Real Estate Loans
	(Dollars in thousands)
Los Angeles County	$	9,087	9.2%	$	5,645	6.4%
Central Valley		87,314	88.0%		79,093	90.4%
Other areas (1)		2,784	2.8%		2,784	3.2%

	$	99,185	100.0%	$	87,522	100.0%

(1)

Other areas include loans that are out-of-state or in other areas of California.

Our SBA loans are comprised of SBA 504 loans and SBA 7(a) loans. As of September 30, 2015, the Company had $16.6 million of SBA 7(a) loans. The SBA 7(a) loans include revolving lines of credit (SBA Express), term loans to finance long term working capital requirements, capital expenditures, and/or for the purchase or refinance of commercial real estate. SBA 7(a) loans are guaranteed by the SBA at various percentages typically ranging from 50% to 75% of the loan, depending on the type of loan and when it was granted. SBA 7(a) loans are typically granted with a variable interest rate adjusting quarterly along with the monthly payment. The SBA 7(a) term loans can provide financing for up to 100% of the project costs associated with the installation of equipment and/or commercial real estate which can exceed the value of the collateral related to the transaction. These loans also provide extended terms not provided by the Bank’s standard equipment and CRE loan programs.

As of September 30, 2015, the Company had $100.0 million of 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 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 of 10%. When the loans are funded 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, over 99%, are granted for the purpose of commercial real estate acquisition.

Our real estate loans are comprised of industrial, office, retail, single-family residences, multi-family residences, and farmland. We strive to have an original loan-to-value ratio at 75% or less, although this is not the case for every loan we make.

The table below breaks down our real estate portfolio, excluding PCI loans, with the exception of construction loans which are addressed separately.


	September 30, 2015
	Loan Balance		Percent		Percent Owner- Occupied(1)		Average Loan Balance
	(Dollars in thousands)
SFR mortgage:
SFR mortgage - Direct	$	164,885		5.9%		100.0%	$	550
SFR mortgage - Mortgage pools		56,811		2.0%		100.0%		204

Total SFR mortgage		221,696		7.9%

Commercial real estate:
Multi-family		213,748		7.7%		-		1,250
Industrial		747,678		26.8%		37.9%		1,077
Office		459,179		16.5%		26.0%		1,224
Retail		450,625		16.1%		6.3%		1,621
Medical		191,880		6.9%		36.7%		1,938
Secured by farmland (2)		171,017		6.1%		100.0%		2,138
Other		335,001		12.0%		44.8%		1,362

Total commercial real estate		2,569,128		92.1%

Total SFR mortgage and commercial real estate loans	$	2,790,824		100.0%		37.4%		1,312

(1)

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

(2)

The loans secured by farmland included $132.8 million for loans secured by dairy & livestock land and $38.2 million for loans secured by agricultural land at September 30, 2015.

The table below breaks down our PCI real estate portfolio with the exception of construction loans which are addressed separately.


	September 30, 2015
	Loan Balance		Percent		Percent Owner- Occupied(1)		Average Loan Balance
	(Dollars in thousands)
SFR mortgage
SFR mortgage - Direct	$	198		0.2%		100.0%	$	99
SFR mortgage - Mortgage pools		-		-		-		-

Total SFR mortgage		198		0.2%
Commercial real estate:
Multi-family		2,584		2.9%		-		1,292
Industrial		20,795		23.7%		43.1%		671
Office		7,847		8.9%		33.5%		490
Retail		10,220		11.7%		33.2%		601
Medical		11,551		13.2%		89.9%		1,155
Secured by farmland		5,859		6.7%		100.0%		451
Other (2)		28,666		32.7%		65.1%		775

Total commercial real estate		87,522		99.8%

Total SFR mortgage and commercial real estate loans	$	87,720		100.0%		57.1%		747

(1)

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

(2)

Includes loans associated with hospitality, churches, gas stations, and hospitals, which represents approximately 77% of other loans.

The SFR mortgage—Direct loans, excluding PCI loans, in the table above include SFR mortgage loans which are currently generated through an internal program in our Centers. This program is focused on owner-occupied SFR’s with defined loan-to-value,

debt-to-income and other credit criteria, such as FICO credit scores, that we believe are appropriate for loans which are primarily intended for retention in our Bank’s loan portfolio. The program was changed to enable our Bank to underwrite and process SFR mortgage loans generated through our Centers, as opposed to our past practice of contracting with an outside party for certain underwriting and related loan origination services. This program involving Bank-generated referrals, credit guidelines and underwriting was initiated during the quarter ended December 31, 2012. We originated loan volume in the aggregate principal amount of $20.1 million and $50.8 million under this program during the three months and nine months ended September 30, 2015, respectively.

In addition, we previously purchased pools of owner-occupied single-family loans from real estate lenders, SFR mortgage—Mortgage Pools, with a remaining balance totaling $56.8 million at September 30, 2015. These loans were purchased with average FICO scores predominantly ranging from 700 to over 800 and overall original loan-to-value ratios of 60% to 80%. These pools were purchased to diversify our loan portfolio. We have not purchased any mortgage pools since August 2007.

Construction Loans

As of September 30, 2015, the Company had $57.6 million in construction loans. This represents 1.50% of total gross loans held-for-investment. There were no PCI construction loans at September 30, 2015. 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 and the Inland Empire region of Southern California. At September 30, 2015, construction loans consisted of $35.0 million in SFR and multi-family construction loans and $22.6 million in commercial construction loans. As of September 30, 2015, there were no nonperforming construction loans.

Nonperforming Assets

The following table provides information on nonperforming assets, excluding PCI loans for the periods presented.


	September 30,		December 31,
	2015		2014
	(Dollars in thousands)
Nonaccrual loans	$	8,500	$	11,901
Troubled debt restructured loans (nonperforming)		15,148		20,285
OREO		7,003		5,637

Total nonperforming assets	$	30,651	$	37,823

Troubled debt restructured performing loans	$	45,213	$	53,589

Percentage of nonperforming assets to total loans outstanding, net of deferred fees, and OREO		0.80%		0.99%

Percentage of nonperforming assets to total assets		0.40%		0.51%

At September 30, 2015, loans classified as impaired, excluding PCI loans, totaled $68.9 million, or 1.84% of total gross loans, compared to $85.8 million, or 2.26% of total loans at December 31, 2014. The September 30, 2015 balance included nonperforming loans of $23.6 million. At September 30, 2015, impaired loans which were restructured in a troubled debt restructuring (“TDR”) represented $60.4 million, of which $15.2 million were nonperforming and $45.2 million were performing.

Of the total impaired loans as of September 30, 2015, $56.9 million were considered collateral dependent and measured using the fair value of the collateral based on current appraisals (obtained within 1 year). Impaired loans measured for impairment using the present value of expected future cash flows discounted at the loans effective rate were $12.0 million.

Troubled Debt Restructurings

Total TDRs were $60.4 million at September 30, 2015, compared to $73.9 million at December 31, 2014. Of the $15.2 million of nonperforming TDRs at September 30, 2015, all were paying in accordance with the modified terms and $15.2 million have either not demonstrated repayment performance for a sustained period, and/or we have not received all necessary documents to determine the borrower’s ability to meet all future principal and interest payments under the modified terms. At September 30, 2015, $45.2 million of performing TDRs were accruing interest as restructured loans. Performing TDRs were granted in response to borrower financial difficulty and generally provide for a modification of loan repayment terms. The performing restructured loans represent the only impaired loans accruing interest at each respective reporting date. A performing restructured loan 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.

The following table provides a summary of TDRs, excluding PCI loans, for the periods presented.


	September 30, 2015				December 31, 2014
	Balance		Number of Loans		Balance		Number of Loans
	(Dollars in thousands)
Performing TDRs:
Commercial and industrial	$	636		4	$	711		3
SBA		685		1		699		1
Real Estate:
Commercial real estate		26,951		11		24,694		11
Construction		7,651		1		7,651		1
SFR mortgage		3,611		11		3,722		11
Dairy & livestock and agribusiness		5,262		3		15,693		8
Consumer		417		1		419		1

Total performing TDRs	$	45,213		32	$	53,589		36

Nonperforming TDRs:
Commercial and industrial	$	819		6	$	960		6
SBA		325		1		-		-
Real Estate:
Commercial real estate		13,674		6		19,222		11
Construction		-		-		-		-
SFR mortgage		330		1		-		-
Dairy & livestock and agribusiness		-		-		103		1

Total nonperforming TDRs	$	15,148		14	$	20,285		18

Total TDRs	$	60,361		46	$	73,874		54

At September 30, 2015 and December 31, 2014, $419,000 and $726,000 of the allowance for loan losses was specifically allocated to TDRs, respectively. Impairment amounts identified are typically charged off against the allowance at the time a probable loss is determined. There were zero and $1.1 million in charge-offs of TDRs during the quarter ended September 30, 2015 and 2014, respectively.

The table below provides trends in our nonperforming assets and delinquencies, excluding PCI loans, for the periods presented.

Nonperforming Assets and Delinquency Trends


	September 30,		June 30,		March 31,		December 31,		September 30,
	2015		2015		2015		2014		2014
Nonperforming loans:
Commercial and industrial	$	1,051	$	903	$	952	$	2,308	$	3,423
SBA		2,634		2,456		2,463		2,481		3,243
Real estate:
Commercial real estate (1)		16,696		14,967		16,787		23,318		14,795
Construction (1)		-		-		-		-		9,666
SFR mortgage		2,778		3,400		2,233		3,240		3,999
Dairy & livestock and agribusiness		-		-		103		103		1,463
Consumer and other loans		489		498		463		736		461

Total	$	23,648	$	22,224	$	23,001	$	32,186	$	37,050


% of Total gross loans		0.62%		0.59%		0.62%		0.84%		1.04%

Past due 30-89 days:
Commercial and industrial	$	-	$	246	$	112	$	978	$	673
SBA		-		-		-		75		-
Real estate:
Commercial real estate		266		1,333		35		122		-
Construction		-		-		-		-		-
SFR mortgage		-		355		1,613		425		-
Dairy & livestock and agribusiness		-		-		-		-		-
Consumer and other loans		52		2		139		81		15

Total	$	318	$	1,936	$	1,899	$	1,681	$	688


% of Total gross loans		0.01%		0.05%		0.05%		0.04%		0.02%

OREO:
Commercial and industrial	$	-	$	-	$	736	$	736	$	1,254
Real estate:
Commercial real estate		2,135		2,967		1,518		-		70
Construction		4,868		4,868		4,868		4,901		4,901

Total	$	7,003	$	7,835	$	7,122	$	5,637	$	6,225


Total nonperforming, past due, and OREO	$	30,969	$	31,995	$	32,022	$	39,504	$	43,963


% of Total gross loans		0.81%		0.85%		0.86%		1.03%		1.23%

(1)

Construction was completed on one $9.6 million nonperforming construction loan which was therefore reflected as a nonperforming commercial real estate loan as of December 31, 2014.

We had $23.6 million in nonperforming loans, excluding PCI loans, defined as nonaccrual loans and nonperforming TDRs, at September 30, 2015, or 0.62% of total loans. This compares to $32.2 million in nonperforming loans at December 31, 2014. At September 30, 2015, six customer relationships comprised $16.7 million, or 70.63%, of our nonperforming loans. Three of these customer relationships are commercial real estate developers (non-owner occupied) and the primary collateral securing these loans is commercial real estate properties. At September 30, 2015, there was $371,000 allowance for loan losses specifically allocated to these loans. There were no charge-offs recorded for these customer relationships during the nine months ended September 30, 2015.

We had $7.0 million in OREO at September 30, 2015, compared to $5.6 million in OREO at December 31, 2014 and $6.2 million in OREO at September 30, 2014. As of September 30, 2015, we had five OREO properties compared with four OREO properties at December 31, 2014. During the first nine months of 2015, we added five OREO properties with a carrying value of $3.6 million and sold four OREO properties with a carrying value of $2.2 million, realizing a net gain on sale of $303,000.

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, increases in general rates of interest and changes in the financial conditions or business of a borrower, and drought conditions in California may adversely affect a 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, 2014.

Acquired SJB Assets

Loans acquired through the SJB acquisition are accounted for under ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality (“ASC 310-30”). PCI loans accounted for under ASC 310-30 are generally considered accruing and performing loans as the loans accrete interest income over the estimated life of the loan when cash flows are reasonably estimable. Accordingly, acquired impaired loans that are contractually past due are still considered to be accruing and performing loans. If the timing and amount of future cash flows is not reasonably estimable, the loans may be classified as nonperforming loans and interest income is not recognized until the timing and amount of future cash flows can be reasonably estimated. As of September 30, 2015, there were no PCI loans considered as nonperforming as described above.

At September 30, 2015, there was one OREO property totaling $10,000, compared to no OREO properties at December 31, 2014.

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 which is charged against operating results. 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 would deserve current recognition in estimating inherent credit losses.

The allowance for loan losses was $59.1 million as of September 30, 2015. This represents a decrease of $676,000, or 1.13%, compared to the allowance for loan losses of $59.8 million as of December 31, 2014. There was a $4.5 million recapture of provision for loan losses that was recorded for the nine months ended September 30, 2015, offset by net recoveries of $3.8 million. This compares to a $16.1 million loan loss provision recapture, offset by net recoveries of $447,000 for the same period of 2014.

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. The table below also includes information on loans, excluding PCI loans, for all periods presented as there was no allowance for PCI loans.

Summary of Loan Loss Experience


	As of and For the Nine Months Ended
	September 30,
	2015			2014
	(Dollars in thousands)
Allowance for loan losses at beginning of period	$	59,825		$	75,235
Charge-offs:
Commercial and industrial (1)		216			556
SBA (1)		33			-
Commercial real estate (1)		117			352
Construction		-			-
SFR mortgage		215			-
Dairy & livestock and agribusiness		-			1,061
Consumer and other loans		197			26

Total charge-offs		778			1,995

Recoveries:
Commercial and industrial		282			748
SBA		39			-
Commercial real estate		3,658			140
Construction		58			834
SFR mortgage		185			188
Dairy & livestock and agribusiness		308			393
Consumer and other loans		72			139

Total recoveries		4,602			2,442

Net recoveries		(3,824	)		(447	)
Other reallocation		-			-
(Recapture of) provision for loan losses		(4,500	)		(16,100	)

Allowance for loan losses at end of period	$	59,149		$	59,582


Summary of reserve for unfunded loan commitments:
Reserve for unfunded loan commitments at beginning of period	$	7,656		$	9,088
(Recapture of) provision for unfunded loan commitments		(500	)		(1,250	)

Reserve for unfunded loan commitments at end of period	$	7,156		$	7,838


Reserve for unfunded loan commitments to total unfunded loan commitments		0.83%			0.99%

Amount of total loans at end of period (2)	$	3,727,240		$	3,573,885
Average total loans outstanding (2)	$	3,876,437		$	3,406,974

Net recoveries to average total loans		(0.10%	)		(0.01%)
Net recoveries to total loans at end of period		(0.10%	)		(0.01%)
Allowance for loan losses to average total loans		1.53%			1.75%
Allowance for loan losses to total loans at end of period		1.59%			1.67%
Net recoveries to allowance for loan losses		(6.47%	)		(0.75%)
Net recoveries to recapture of provision for loan losses		84.98%			2.78%
(1) SBA loans were reclassified as a separate line item from other loan types as of the respective periods presented. (2) Net of deferred loan origination fees, excluding PCI loans.

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 measure 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 $661,000 (1.12%), $1.5 million (2.59%) and $754,000 (1.27%) of the total allowance as of September 30, 2015, December 31, 2014 and September 30, 2014, respectively.

General allowance: The loan portfolio collectively evaluated for impairment under ASC 450-20 is divided into classes of loan receivables between “classified” loans (including substandard and special mention loans) and “unclassified” loans, and then further disaggregated into loan segments by loan type with similar risk characteristics. The non-classified loans are divided into 37 segments, including 25 specific segments within the commercial real estate and construction loan portfolios split between owner and non-owner properties and based on property type (i.e. industrial, office, retail, etc.). The allowance is provided for each segment based upon that segment’s average historical loss experience over a rolling twenty-quarter period, adjusted 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.

In addition, recognizing the inherent imprecision in the estimation of these loss factors, we also incorporate an unallocated reserve that reflects management’s best estimate of probable losses not otherwise captured by our qualitative loss factors or otherwise accounted for in our ALLL methodology. Management believes that appropriate drawdowns from usage of the unallocated reserve may include, but are not limited to, (i) consideration of conditions or factors that may not be easily allocated to a specific loan segment, (ii) addressing elevated risks from unique or unusual conditions of volatility and uncertainty affecting the collectability of our loan portfolio, (iii) supporting allocations resulting from refinements to our factors, and (iv) prudent releases of general reserves, if warranted and appropriate when current conditions show demonstrable improvement in credit quality for a sustained period.

Moreover, as conditions change, we may modify or refine our methodology to better reflect risk characteristics that currently impact underlying credit components and the collectability of the loan portfolio. Examples of such modifications or refinements impacting our ALLL in recent quarters include (i) addition of a qualitative factor on “changes in the value of underlying collateral for collateral-dependent loans”, based on continuing weakness in the values of commercial real estate in our primary lending markets, (ii) increasing the number of segments within the classified and criticized pools primarily to disaggregate our real estate portfolio between owner-occupied and non-owner occupied commercial real estate loans, as well as between residential and non-residential construction loans, and (iii) creating a specific allocated pool for our dairy and livestock loan segment to address perceived weaknesses in this segment due to phenomena such as highly volatile milk and feed prices, reduced levels of cow milk production, shorter cyclical periods between industry highs and lows, unstable values for herd liquidations, lack of adequate farm land to raise forage crops in certain geographical locations, and depleted resources available to certain dairy operators due to periodic industry stress factors.

During the first quarter of 2015, the Bank adjusted several qualitative factors including (i) changes in international, national, regional and local economic and business conditions that affect the collectability of the portfolio, including the condition of various market segments, (ii) changes in the experience, ability, and depth of lending management and other relevant staff, (iii) changes in the volume and severity of past due loans, the volume of nonaccrual loans, and the volume and severity of adversely classified or graded loans, and (iv) the effect of other external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the institutions existing portfolio. The changes to the qualitative factors noted above reflect our judgment regarding the effect on our loan portfolio of certain current conditions including, but not limited to, reduced factor rates for the continued improvement in the level of non-accrual loans, classified and criticized loans, and other credit metrics. The Bank applied increased factor rates for heightened risk related to (i) intensifying competition for loans in the local markets we serve, (ii) the adverse impact to our local economy from climate/weather issues including the worsening regional drought, (iii) the adverse impact to our local economy from steep declines in crude oil prices and the resulting industry contraction and its direct and indirect effects, and (iv) the Bank’s recent expansion into a new geographical service market.

During the second quarter of 2015, the Bank adjusted three qualitative factors including (i) changes in international, national, regional and local economic and business conditions that affect the collectability of the portfolio, including the condition of various market segments, (ii) changes in the volume and severity of past due loans, the volume of nonaccrual loans, and the volume and severity of adversely classified or graded loans, and (iii) the effect of other external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the institutions existing portfolio. The changes to the qualitative factors noted above reflect our judgment regarding (i) reduced factors for the positive impact to our local economies of improving unemployment, continued reduction in new unemployment claims, and the continued improvement in new housing starts, among other positive current conditions; (ii) reduced factors in our Dairy & Livestock loan portfolio for the continued improvement in the level of non-accrual loans, classified and criticized loans, and other credit metrics; and, offset to some extent by, (iii) increased factor rates for the heightened risk related to intensifying competition for loans in the local markets we serve. As a result of the reduction in historical loss rates, the net reduction in qualitative factor rates reflecting improved current conditions, continuing improvement in the levels of classified loans and other credit metrics of the Bank’s loan portfolio, and net recoveries both in the current period and year-to-date, the overall level of required allocated reserve balance was reduced under our methodology and the Bank determined that such improvement warranted a $2.0 million recapture of loan loss provision for this reporting period. The Bank continues to maintain

appropriate levels of unallocated reserves within our historical ranges to address the imprecision in the methodology and uncertainties that may affect inherent losses within the loan portfolio.

During the third quarter of 2015, the Bank adjusted four qualitative factors including (i) changes in international, national, regional and local economic and business conditions that affect the collectability of the portfolio, including the condition of various market segments, (ii) changes in the experience, ability, and depth of lending management and other relevant staff, (iii) changes in the volume and severity of past due loans, the volume of nonaccrual loans, and the volume and severity of adversely classified or graded loans, and (iv) the effect of other external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the institutions existing portfolio. The changes to the qualitative factors noted above reflect our judgment regarding (i) increased economic factors in all portfolio segments for the negative impact to the US, state and local economies associated with China’s current economic slowdown, the effect of continued drought conditions in California, the effect of lower commodity prices, including decreasing oil prices over a sustained period with its negative effects on the Bank’s borrowers who are reliant on the oil industry for business, (ii) increased factors in the pass-rated loan segments to recognize changes in lending personnel, including the Bank’s expansion into the Santa Barbara market hiring a new lending team and the need to fill certain positions in credit administration and regional management, (iii) increased factors in the pass-rated portfolio segments for the heightened risk related to the continued trend of intensifying competition for loans in the local markets we serve; and, increases in the above qualitative factors were offset to some extent by, (iv) decreased factors in all portfolio segments recognizing the continued improvement in the level of non-accrual loans, classified and criticized loans, and other credit metrics.

As a result of (i) a reduction in historical loss rates during this period, (ii) adjustments to the four (4) qualitative factor rates discussed hereinabove, and (iii) net recoveries in the current period of $2.1 million, the Bank experienced a reduction in required allocated reserve balances under our allowance methodology and determined that such improvement warranted a $2.5 million recapture of loan loss provision for this reporting period. The Bank continues to maintain appropriate levels of unallocated reserves within our historical ranges to address the imprecision in the methodology and uncertainties that may affect inherent losses within the loan portfolio.

While we believe that the allowance at September 30, 2015 was appropriate to absorb losses from any known or inherent risks in the portfolio, no assurance can be given that economic conditions, interest rate fluctuations, conditions of our borrowers, 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.

Deposits

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

Total deposits were $5.96 billion at September 30, 2015. This represented an increase of $354.8 million, or 6.33%, over total deposits of $5.60 billion at December 31, 2014. The composition of deposits is as follows.


	September 30, 2015				December 31, 2014
	Balance		Percent		Balance		Percent

	(Dollars in thousands)
Noninterest-bearing deposits	$	3,304,967		55.46%	$	2,866,365		51.14%
Investment Checking		339,932		5.70%		346,230		6.18%
Savings and money market		1,600,382		26.86%		1,615,856		28.83%
Time deposits		714,191		11.98%		776,207		13.85%

Total deposits	$	5,959,472		100.00%	$	5,604,658		100.00%

The amount of noninterest-bearing deposits in relation to total deposits is an integral element in achieving a low cost of funds. Noninterest-bearing deposits totaled $3.30 billion at September 30, 2015, representing an increase of $438.6 million, or 15.30%, from noninterest-bearing deposits of $2.87 billion at December 31, 2014. Noninterest-bearing demand deposits represented 55.46% of total deposits as of September 30, 2015, compared to 51.14% of total deposits as of December 31, 2014.

Savings, money market, interest-bearing demand and investment checking accounts, totaled $1.94 billion at September 30, 2015 representing a decrease of $21.8 million, or 1.11%, from savings deposits of $1.96 billion at December 31, 2014.

Time deposits totaled $714.2 million at September 30, 2015. This represented a decrease of $62.0 million, or 7.99%, from total time deposits of $776.2 million at December 31, 2014.

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 Company). 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 average total funding (total deposits plus borrowed funds) was 9.70% for the third quarter of 2015, compared to 12.09% for the third quarter of 2014.

At September 30, 2015, we had no short term borrowings, compared to $46.0 million at December 31, 2014.

At September 30, 2015, borrowed funds (customer repurchase agreements, FHLB Advances and other borrowings) totaled $610.2 million. This represented a decrease of $198.9 million, or 24.59%, from total borrowed funds of $809.1 million at December 31, 2014.

We also 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 which 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, 2015 and December 31, 2014, total customer repurchases were $610.2 million and $563.6 million, respectively, with weighted average interest rates of 0.23% and 0.24% for the three months ended September 30, 2015 and December 31, 2014, respectively.

On February 23, 2015 we repaid our last outstanding FHLB advance with a fixed interest rate of 4.52%. At December 31, 2014, FHLB advances were $199.5 million.

At September 30, 2015, $2.89 billion of loans and $2.81 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.

Aggregate Contractual Obligations

The following table summarizes our contractual commitments as of September 30, 2015.


			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)	$	5,959,472	$	5,931,990	$	13,287	$	1,808	$	12,387
Customer repurchase agreements (1)		610,174		610,174		-		-		-
Junior subordinated debentures (1)		25,774		-		-		-		25,774
Deferred compensation		11,100		695		770		457		9,178
Operating leases		16,496		5,404		7,889		2,686		517
Advertising agreements		2,828		1,228		1,600		-		-

Total	$	6,625,844	$	6,549,491	$	23,546	$	4,951	$	47,856

(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.

On February 23, 2015 we repaid our last remaining FHLB advance with a fixed rate of 4.52%.

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. CVB Statutory Trust III matures in 2036, and became callable in whole or in part in March 2011.

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.

Advertising agreements represent the amounts that are due on various agreements that provide advertising benefits to the Company.

Off-Balance Sheet Arrangements

The following table summarizes the off-balance sheet arrangements at September 30, 2015.


			Maturity by Period
			Less Than		One Year		Four Years		After
			One		to Three		to Five		Five
	Total		Year		Years		Years		Years
	(Dollars in thousands)
Commitment to extend credit:
Commercial and industrial	$	364,877	$	273,200	$	80,397	$	2,993	$	8,287
SBA		245		100		145		-		-
Real estate:
Commercial real estate		91,311		16,060		19,574		47,748		7,929
Construction		106,897		61,937		44,960		-		-
Dairy & livestock and agribusiness (1)		206,677		183,309		23,368		-		-
Consumer and other loans		64,995		6,565		7,952		10,065		40,413

Total Commitment to extend credit		835,002		541,171		176,396		60,806		56,629
Obligations under letters of credit		27,353		21,065		6,288		-		-

Total	$	862,355	$	562,236	$	182,684	$	60,806	$	56,629

(1) Total commitments to extend credit to agribusiness were $10.3 million at September 30, 2015.

As of September 30, 2015, we had commitments to extend credit of approximately $835.0 million, and obligations under letters of credit of $27.4 million. Commitments to extend credit are agreements to lend to customers, provided there is no violation of any 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 $7.2 million as of September 30, 2015 and $7.7 million as of December 31, 2014 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 first 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. We do not anticipate any material losses as a result of these transactions.

Capital Resources

Historically, our primary source of capital has been the retention of operating earnings. 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 capital.

The Company’s equity capital was $920.7 million at September 30, 2015. This represented an increase of $42.6 million, or 4.85%, from equity capital of $878.1 million at December 31, 2014. The increase during the nine months ended September 30, 2015 resulted from $70.5 million in net earnings, $6.9 million for shares issued pursuant to our stock-based compensation plan and a $3.5 million net increase in other comprehensive income, net of tax, resulting from the net change in fair value of our investment securities portfolio. This was offset by $38.3 million for cash dividends declared on common stock.

During the third quarter of 2015, the Board of Directors of the Company declared a quarterly common stock cash dividend totaling $0.12 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.

In July 2008, our Board of Directors authorized the repurchase of up to 10,000,000 shares of our common stock. During the third quarter of 2015, there were no repurchased shares of our common stock outstanding. As of September 30, 2015, we had 7,420,678 shares of our common stock remaining that are eligible for repurchase.

The Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (Management’s Discussion and Analysis and Note 19 of the consolidated financial statements) describes the regulatory capital requirements of the Company and the Bank.

In July 2013, the Company’s primary federal regulator, the Federal Reserve, and the Bank’s primary federal regulator, the FDIC, approved final rules (the “New Capital Rules”) establishing a new comprehensive capital framework for U.S. banking organizations. The New Capital Rules generally implement the Basel Committee on Banking Supervision’s (the “Basel Committee”) December 2010 final capital framework referred to as “Basel III” for strengthening international capital standards. The New Capital Rules substantially revised the risk-based capital requirements applicable to bank holding companies and their depository institution subsidiaries, including the Company and the Bank, as compared to the previous U.S. general risk-based capital rules. The New Capital Rules revised the definitions and the components of regulatory capital, as well as addressed other issues affecting the numerator in banking institutions’ regulatory capital ratios. The New Capital Rules also addressed asset risk weights and other matters affecting the denominator in banking institutions’ regulatory capital ratios and replaced the existing general risk-weighting approach, which was derived from the Basel Committee’s 1988 “Basel I” capital accords, with a more risk-sensitive approach. The New Capital Rules were effective for the Company and the Bank on January 1, 2015, subject to phase-in periods for certain of their components and other provisions. As expected, the biggest impact to the Company and the Bank from the New Capital Rules was the different risk-weightings of various segments of our loan portfolio. We also elected to “opt out” of having the accumulated other comprehensive income component of stockholders’ equity included in the calculation of regulatory capital.

The Bank and the Company are required to meet risk-based capital standards set by their respective regulatory authorities. Including the phase-in of the capital conservation buffer of 2.5% through 2019, the new final fully phased-in capital rule requires the following minimum ratios: (i) a Tier 1 capital ratio of 8.5%, (ii) a common equity Tier 1 capital ratio of 7.0%, and (iii) a total capital ratio of 10.5%. The new capital conservation buffer requirement will be phased in beginning in January 2016 at 0.625% of risk-weighted assets and would increase each year until fully implemented in January 2019. While the new final capital rule sets higher regulatory capital standards for the Company and the Bank, bank regulators may also continue their past policies of expecting banks to maintain additional capital beyond the new minimum requirements. While the Company’s capital and leverage ratios currently exceed these required levels, the implementation of the new capital rules or more stringent requirements to maintain higher levels of capital or to maintain higher levels of liquid assets could adversely impact the Company’s net income and return on equity, restrict the ability to pay dividends or executive bonuses and require the raising of additional capital.

Under the risk-based capital guidelines in place prior to the effectiveness of the New Capital Rules, there were three fundamental capital ratios. A total risk-based capital ratio, a Tier 1 risk-based capital ratio and a Tier 1 leverage ratio. To be deemed “well capitalized” a bank must have a total risk-based capital ratio, a Tier 1 risk-based capital ratio and a Tier 1 leverage ratio of at least 10%, 6% and 5%, respectively. Under the capital rules that applied in 2014, there was no Tier 1 leverage requirement for a holding company to be deemed well-capitalized. For further information about 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, 2014.

At September 30, 2015, 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 capital ratios as of September 30, 2015 and December 31, 2014.


							September 30, 2015						December 31, 2014
	Adequately			Well			CVB Financial			Citizens			CVB Financial			Citizens
	Capitalized			Capitalized			Corp.			Business			Corp.			Business
Capital Ratios	Ratios			Ratios			Consolidated			Bank			Consolidated			Bank

Tier 1 leverage capital ratio		4.00	%		5.00	%		11.12	%		11.01	%		10.86	%		10.77	%
Common equity Tier I capital ratio		4.50	%		6.50	%		16.88	%		17.22	%		N/A			N/A
Tier 1 risk-based capital ratio		6.00	%		8.00	%		17.40	%		17.22	%		16.99	%		16.85	%
Total risk-based capital ratio		8.00	%		10.00	%		18.65	%		18.47	%		18.24	%		18.11	%

ASSET/LIABILITY AND MARKET RISK MANAGEMENT

Liquidity and Cash Flow

In general, liquidity risk is managed daily by controlling the level of fed funds and the use of funds provided by the cash flow from the investment portfolio, loan demand and deposit fluctuations. To meet unexpected demands, lines of credit are maintained with correspondent banks, the Federal Home Loan Bank and the Federal Reserve. The sale of bonds maturing in the near future can also serve as a contingent source of funds. Increases in deposit rates are considered a last resort as a means of raising funds to increase liquidity.

Since the primary sources and uses of funds for the Company are loans and deposits, the relationship between gross loans and total deposits provides a useful measure of the Bank’s liquidity. Typically, the closer the ratio of loans to deposits is to 100%, the more reliant we are on loan portfolio interest and principal payments to provide for short-term liquidity needs. Since repayment of loans tends to be less predictable than the maturity of investments and other liquid resources, the higher the loans to deposit ratio the less liquid are the Company’s assets. For the first nine months of 2015, the loan to deposit ratio averaged 64.11% compared to an average ratio of 67.01% for the same period in 2014. The ratio of loans to deposits and customer repurchases averaged 57.96% for the first nine months of 2015 and 59.76% for the same period in 2014.

CVB Financial Corp. (“CVB”) is a 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 the CVB to pay dividends or make other distributions.

Under applicable California law, the Bank cannot make any distribution (including a cash dividend) to its shareholder in an amount which exceeds the lesser of: (i) the retained earnings of the Bank or (ii) the net income of the Bank for its last three fiscal years, less the amount of any distributions made by the Bank to its shareholder during such period. Notwithstanding the foregoing, with the prior approval of the California Department of Business Oversight, the Bank may make a distribution (including a cash dividend) to CVB in an amount not exceeding the greater of: (i) the retained earnings of the Bank; (ii) the net income of the Bank for its last fiscal year; or (iii) the net income of the Bank for its current fiscal year.

Based on the Bank’s last three fiscal years, at September 30, 2015, without approval of the California DBO approximately $98.0 million of the Bank’s equity was unrestricted and available to be paid as dividends to CVB. Management of the Company believes that such restrictions will not have any current impact on the ability of CVB to meet its ongoing cash obligations. As of September 30, 2015, neither the Bank nor CVB had any material commitments for capital expenditures.

For the Bank, sources of funds normally 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.

Net cash provided by operating activities totaled $85.4 million for the first nine months of 2015, compared to $66.2 million for the same period last year. The increase in cash provided by operating activities was primarily attributed to an increase in interest and dividends received and a decrease in income taxes and interest paid, partially offset by a an increase in payments to vendor, employees and others as well as a decrease in service charges and other fees received.

Net cash used in investing activities totaled $7.0 million for the first nine months of 2015, compared to $196.9 million net cash used in investing activities for the same period last year. The decrease in cash used in investing activities was primarily the result of a decrease in purchases of investment securities and an increase from proceeds from the repayment of investment securities, partially offset by a decrease in loan and lease finance receivables.

Net cash provided by financing activities totaled $124.1 million for the first nine months of 2015, compared to $276.1 million for the same period last year. The decrease in cash provided by financing activities during the first nine months of 2015 was primarily due to the $200.0 million repayment of the FHLB advance, partially offset by an increase in deposits and customer repurchase agreements.

At September 30, 2015, cash and cash equivalents totaled $308.2 million. This represented an increase of $68.2 million, or 28.40%, from $240.1 million at September 30, 2014 and an increase of $202.5 million, or 191.42%, from $105.8 million at December 31, 2014. Total deposits of $5.96 billion at September 30, 2015 increased $354.8 million, or 6.33%, over total deposits of $5.60 billion at December 31, 2014.

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. Short-term re-pricing risk is minimized by controlling the level of floating rate loans and maintaining a downward sloping ladder of bond payments and maturities. Basis risk is managed by the timing and magnitude of changes to interest-bearing deposit rates. Yield curve risk is reduced by keeping the duration of the loan and bond portfolios relatively short. Options risk in the bond portfolio is monitored monthly and actions are recommended when appropriate.

We monitor the interest rate “sensitivity” risk to earnings from potential changes in interest rates using various methods, including a maturity/re-pricing gap analysis. This analysis measures, at specific time intervals, the differences between earning assets and interest-bearing liabilities for which re-pricing opportunities will occur. A positive difference, or gap, indicates that earning assets will re-price faster than interest-bearing liabilities. This will generally produce a greater net interest margin during periods of rising interest rates, and a lower net interest margin during periods of declining interest rates. Conversely, a negative gap will generally produce a lower net interest margin during periods of rising interest rates and a greater net interest margin during periods of decreasing interest rates. In managing risks associated with rising interest rates, we utilize interest rate derivative contracts on certain loans and borrowed funds.

The interest rates paid on deposit accounts do not always move in unison with the rates charged on loans. In addition, the magnitude of changes in the rates charged on loans is not always proportionate to the magnitude of changes in the rate paid on deposits. Consequently, changes in interest rates do not necessarily result in an increase or decrease in the net interest margin solely as a result of the differences between re-pricing opportunities of earning assets or interest-bearing liabilities. In general, whether we report a positive gap in the short-term period or negative gap in the long-term period does not necessarily indicate that, if interest rates decreased, net interest income would increase, or if interest rates increased, net interest income would decrease.

Approximately $2.34 billion, or 74%, of the total investment portfolio at September 30, 2015 consisted of securities backed by mortgages. The final maturity of these securities can be affected by the speed at which the underlying mortgages repay. Mortgages tend to repay faster as interest rates fall, and slower as interest rates rise. As a result, we may be subject to a “prepayment risk” resulting from greater funds available for reinvestment at a time when available yields are lower. Conversely, we may be subject to “extension risk” resulting, as lesser amounts would be available for reinvestment at a time when available yields are higher. Prepayment risk includes the risk associated with the payment of an investment’s principal faster than originally intended. Extension risk is the risk associated with the payment of an investment’s principal over a longer time period than originally anticipated. In addition, there can be greater risk of price volatility for mortgage-backed securities as a result of anticipated prepayment or extension risk.

We utilize the results of a simulation model to quantify the estimated exposure of net interest income to sustained interest rate changes. The sensitivity of our net interest income is measured over a rolling two-year 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 a 100 basis point downward shift in interest rates. A parallel and pro rata shift in rates over a 12-month period is assumed.

The following depicts the Company’s net interest income sensitivity analysis as of September 30, 2015.


Simulated Rate Changes		Estimated Net Interest Income Sensitivity (1)
+ 200 basis points		(1.67%)
- 100 basis points		(1.48%)

(1) Changes from the base case for a 12-month period.

Based on our current models, we believe that the interest rate risk profile of our balance sheet is fairly well matched with a slight liability sensitive bias over 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, 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.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For 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, 2014. Our analysis of market risk and market-sensitive financial information contain 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 our most recent fiscal quarter, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

Certain lawsuits and claims arising in the ordinary course of business have been filed or are pending against us or our affiliates, including but not limited to actions involving employment, wage-hour and labor law claims, lender liability claims, trust and estate administration claims, and consumer and privacy claims, some of which may be styled as “class action” cases. Where appropriate, we establish reserves in accordance with FASB guidance over contingencies (ASC 450). 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 or regulatory matters currently pending or threatened could have a material adverse effect on our liquidity, consolidated financial position, and/or results of operations. As of September 30, 2015, the Company does not have any litigation reserves.

The Company is involved in the following legal actions and complaints which we currently believe to be material to us.

On July 26, 2010, we received a subpoena from the Los Angeles office of the SEC regarding the Company’s allowance for loan loss methodology, loan underwriting guidelines, methodology for grading loans, and the process for making provisions for loan losses. In addition, the subpoena requested information regarding certain presentations Company officers have given or conferences Company officers have attended with analysts, brokers, investors or prospective investors. We have fully cooperated with the SEC in its investigation, and we will continue to do so if and to the extent any further information is requested, although we have not been contacted by the SEC in connection with this matter since October 2011. We cannot predict the timing or outcome of the SEC investigation or if it is still continuing.

In the wake of the Company’s disclosure of the SEC investigation, on August 23, 2010, a purported shareholder class action complaint was filed against the Company, in an action captioned Lloyd v. CVB Financial Corp., et al., Case No. CV 10-06256- MMM, in the United States District Court for the Central District of California. Along with the Company, Christopher D. Myers (our President and Chief Executive Officer) and Edward J. Biebrich, Jr. (our former Chief Financial Officer) were also named as defendants. On September 14, 2010, a second purported shareholder class action complaint was filed against the Company, in an action originally captioned Englund v. CVB Financial Corp., et al., Case No. CV 10-06815-RGK, in the United States District Court for the Central District of California. The Englund complaint named the same defendants as the Lloyd complaint and made allegations substantially similar to those included in the Lloyd complaint. On January 21, 2011, the District Court consolidated the two actions for all purposes under the Lloyd action, now captioned as Case No. CV 10-06256-MMM (PJWx). That same day, the District Court also appointed the Jacksonville Police and Fire Pension Fund (the “Jacksonville Fund”) as lead plaintiff in the consolidated action and approved the Jacksonville Fund’s selection of lead counsel for the plaintiffs in the consolidated action. On March 7, 2011, the Jacksonville Fund filed a consolidated complaint naming the same defendants and alleging violations by all defendants of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and violations by the individual defendants of Section 20(a) of the Exchange Act. Specifically, the complaint alleges that defendants misrepresented and failed to disclose conditions

adversely affecting the Company throughout the purported class period, which is alleged to be between October 21, 2009 and August 9, 2010. The consolidated complaint sought compensatory damages and other relief in favor of the purported class.

Following the filing by each side of various motions and briefs, and a hearing on August 29, 2011, the District Court issued a ruling on January 12, 2012, granting defendants’ motion to dismiss the consolidated complaint, but the ruling provided the plaintiffs with leave to file an amended complaint within 45 days of the date of the order. On February 27, 2012, the plaintiffs filed a first amended complaint against the same defendants, and, following filings by both sides and another hearing on June 4, 2012, the District Court issued a ruling on August 21, 2012, granting defendants’ motion to dismiss the first amended complaint, but providing the plaintiffs with leave to file another amended complaint within 30 days of the ruling. On September 20, 2012, the plaintiffs filed a second amended complaint against the same defendants, the Company filed its third motion to dismiss on October 25, 2012, and following another hearing on February 25, 2013, the District Court issued an order dismissing the plaintiffs’ complaint for the third time on May 9, 2013.

Although the District Court’s May 2013 order of dismissal provided the plaintiffs with leave to file a third amended and restated complaint within 30 days of the issuance of the order, on June 3, 2013, counsel for the plaintiffs instead filed a Notice of Intent Not to File an Amended Complaint, along with a request that the District Court convert its order to a dismissal with prejudice, so that plaintiffs could proceed straight to appeal at the U.S. Court of Appeals for the Ninth Circuit. On September 30, 2013, the District Court entered its order dismissing the plaintiffs’ second amended complaint with prejudice, and the plaintiffs filed their notice of appeal on October 24, 2013.

With respect to the appeal, the plaintiffs’ opening brief was filed on June 7, 2014, the Company’s reply brief was filed on July 7, 2014, and the plaintiff’s rebuttal brief was filed on August 20, 2014. On September 30, 2015, the parties received notice from the Court of Appeals that oral argument in the case has been scheduled for December 10, 2015, in Pasadena, California. Following the hearing, it is expected that the Court of Appeals would issue its opinion at some point within six to twelve months thereafter.

The Company intends to continue to vigorously contest the plaintiff’s allegations in this case.

On February 28, 2011, a purported and related shareholder derivative complaint was filed in an action captioned Sanderson v. Borba, et al., Case No. CIVRS1102119, in California State Superior Court in San Bernardino County. The complaint names as defendants the members of our board of directors and also refers to unnamed defendants allegedly responsible for the conduct alleged. The Company is included as a nominal defendant. The complaint alleges breaches of fiduciary duties, abuse of control, gross mismanagement and corporate waste. Specifically, the complaint alleges, among other things, that defendants engaged in accounting manipulations in order to falsely portray the Company’s financial results in connection with its commercial real estate portfolio. Plaintiff seeks compensatory and exemplary damages to be paid by the defendants and awarded to the Company, as well as other relief.

On June 20, 2011, defendants filed a demurrer requesting dismissal of the derivative complaint. Following the filing by each side of additional motions, the parties have subsequently filed repeated notices to postpone the Court’s hearing on the defendants’ demurrer, pending resolution of the consolidated federal securities shareholder class action complaint. On July 30, 2013, the Court signed a Minute Order agreeing to the parties’ stipulation to further extend the postponement of the derivative action hearing, at least to the date of any ruling by the Ninth Circuit Court of Appeals in connection with the pending appeal in the federal class action securities case, subject to brief status conferences every nine months or so, with the next status update scheduled for January 16, 2016.

Because the outcome of these proceedings is uncertain, we cannot predict any range of loss or even if any loss is probable related to the actions described above.

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, 2014. 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. California has recently experienced a number of years with precipitation at relatively low levels. As a result, Governor Brown has declared an extreme drought condition and has asked for a 25% decrease in consumption levels. The drought conditions and the availability to access adequate levels of water may have negative financial effects on individuals and businesses in our marketplace and our loan portfolio, particularly in our dairy& livestock and agricultural segments.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On July 16, 2008, our Board of Directors approved a program to repurchase up to 10,000,000 shares of our common stock (such number will not be adjusted for stock splits, stock dividends, and the like) 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 our current stock repurchase program. There were no issuer repurchases of the Company’s common stock as part of its repurchase program for the three months ended September 30, 2015. As of September 30, 2015, there were 7,420,678 shares of our common stock remaining available for repurchase.

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

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		XBRL Instance 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

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 9, 2015
						/s/ Richard C. Thomas
						Duly Authorized Officer and
						Chief Financial Officer