EX-99.1 2 d25995dex991.htm EX-99.1

December 2015 Exhibit 99.1 3Q Results 2015 | cbbank.com Filed by CVB Financial Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: County Commerce Bank Filer’s SEC File No.: 0-10140 Exhibit 99.1

Safe Harbor 2 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 regarding the Company’s 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 and our customers; our ability to attract deposits and other sources of funding or liquidity; supply and demand for real property inventory and periodic deterioration in values of California real estate, both residential and commercial; a prolonged slowdown or decline in construction or sales activity; changes in the financial performance and/or condition of our borrowers or certain key vendors or counterparties; changes in the level of nonperforming assets and any accompanying reserves and/or charge-offs; the cost or effect of acquisitions we may make; the effect of changes in laws, regulations and relevant judicial decisions (including laws, regulations and judicial decisions concerning financial reforms, taxes, bank capital levels, securities and securities trading and hedging, employment, executive compensation, insurance, vendor management and information security) with which we and our subsidiaries must 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, 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 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; 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 stock; 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 changes and developments, including the resolution of legal proceedings or regulatory or other governmental inquiries or investigations and the results of regulatory examinations or reviews; 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. 3Q Results 2015 | cbbank.com

Total Assets: $7.6 Billion Gross Loans: $3.8 Billion Total Deposits (Including Repos): $6.6 Billion Total Equity: $921 Million Source: Q3 2015 earnings release & company filings. CVB Financial Corp. (CVBF) Largest financial institution headquartered in the Inland Empire region of Southern California. Founded in 1974 Locations in 43 cities with 40 business financial centers and 7 commercial banking centers and 3 trust office locations serving the Inland Empire, LA County, Orange County, San Diego County, Ventura County, and the Central Valley of California 3 3Q Results 2015 | cbbank.com

Experienced Leadership Name Position Banking Experience CVBF Service Christopher D. Myers President & CEO 31 Years 9 Years Richard C. Thomas Executive Vice President Chief Financial Officer 6 Years 5 Years James F. Dowd Executive Vice President Chief Credit Officer 38 Years 7 Years David C. Harvey Executive Vice President Chief Operations Officer 26 Years 6 Years David A. Brager Executive Vice President Sales Division 27 Years 12 Years R. Daniel Banis Executive Vice President CitizensTrust 33 Years 3 Years Yamynn DeAngelis Executive Vice President Chief Risk Officer 36 Years 28 Years Richard Wohl Executive Vice President General Counsel 27 Years 4 Years 4 3Q Results 2015 | cbbank.com

Board of Directors Name CVB Experience Age Ray O’Brien - Chairman 4 Years 58 George Borba Jr. - Vice Chairman 3 Years 48 Steve Del Guercio 3 Years 54 Robert Jacoby 10 Years 74 Kristina Leslie NEW 51 Hal Oswalt 2 Years 67 San Vaccaro 16 Years 82 Chris Myers - CEO 9 Years 53 5 3Q Results 2015 | cbbank.com

Who is CVB Financial Corp.? 3Q Results 2015 | cbbank.com

Largest Banks Headquartered in California 7 Source: SNL Financial In millions Rank Name Asset Size (9/30/15) 1 Wells Fargo $1,751,265 2 Union Bank $114,358 3 Bank of the West $74,023 4 First Republic Bank $55,375 5 SVB Financial $41,734 6 City National Bank $35,576 7 East West Bank $31,120 8 Pacific Western Bank $16,815 9 Cathay Bank $12,750 10 CVB Financial Corp. $7,626 11 BBCN $7,583 12 Banc of California, Inc. $7,257 13 Opus Bank $6,184 14 Farmers & Merchants of Long Beach $5,979 15 Westamerica Bank $5,001 3Q Results 2015 | cbbank.com

Bank Accomplishments & Ratings 154 Consecutive Quarters of Profitability 104 Consecutive Quarters of Cash Dividends #5 Rated Bank: BankDirector Magazine Bank Performance Scorecard (August 2015) BauerFinancial Report Five Star Rating (June 2015) 81 Consecutive Quarters Fitch Rating BBB (September 2015) 3Q Results 2015 | cbbank.com

Our Markets 3Q Results 2015 | cbbank.com

Existing Locations 10 40 Business Financial Centers 7 Commercial Banking Centers 3 CitizensTrust Locations Corporate Office Business Financial Centers Commercial Banking Centers CitizensTrust Ventura – NEW Opened January 2015

New Acquisition County Commerce Bank ‘CNYB’ 11 3Q Results 2015 | cbbank.com

Transaction Highlights 12 Overview CNYB Balance Sheet (000’s) as of 9/30/2015 Headquarters Oxnard, CA Establishment Date 2003 Total Branches 4 Number of Employees 41 Total Assets $257,137 Total Loans $162,169 Total Deposits $223,253 3Q Results 2015 | cbbank.com

Geographic Locations 13 Citizens Business Bank County Commerce Bank

‘CNYB’ Purchase Price • $41.25 Million (50% Cash, 50% Stock) • 1.70 x Tangible Book • 3.5 Years Earn-back 14 3Q Results 2015 | cbbank.com

Financial Performance 3Q Results 2015 | cbbank.com

Deposits* (000’s) # of Center Locations Total Deposits (9/30/14) Total Deposits (9/30/15) Los Angeles County 18 $2,095,048 $2,448,973 Inland Empire (Riverside & San Bernardino Counties) 9 $2,069,631 $2,030,689 Orange County 9 $934,747 $936,291 Central Valley 9 $881,252 $868,210 Other 2 $307,439 $285,483 Total 47 $6,288,117 $6,569,646 *Includes Customer Repurchase Agreements Average Cost of Deposits (Year-to-Date) 0.11% .010% 3Q Results 2015 | cbbank.com

Total Deposits* $500,000 $1,500,000 $2,500,000 $3,500,000 $4,500,000 $5,500,000 $6,500,000 $7,500,000 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2010 2011 2012 2013 2014 2015 Non-Int Bearing Dep Interest Bearing Deposits* 17 (000’s) *Interest Bearing Deposits includes REPOs 3Q Results 2015 | cbbank.com

Deposit Cost Comparison 18 Source: Q3 2015 earnings release & other company filings, SNL Financial—peers represent public CA , AZ, HI, NV, OR & WA banks with assets $2 - $25 billion. Peer Data is as of 09/30/2015 0.00% 0.10% 0.20% 0.30% 0.40% 0.50% 0.60% 0.70% 0.80% 0.90% 1.00% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2010 2011 2012 2013 2014 2015 CVBF Peers 3Q Results 2015 | cbbank.com

(000’s) # of Center Locations Average Loans per Location Total Loans* (9/30/2015) Los Angeles County 18 $87,362 $1,572,507 Central Valley 9 $76,698 $690,283 Inland Empire (Riverside & San Bernardino Counties) 9 $72,572 $653,150 Orange County 9 $56,296 $506,666 Other - - $313,770 Total $3,736,376 Total Loans* 3Q Results 2015 | cbbank.com *Prior to MTM discount, loan fees, loan loss reserve and loans Held for Sale Starting in the 4 th quarter of 2014, covered and non-covered loans are combined

$2,000,000 $2,200,000 $2,400,000 $2,600,000 $2,800,000 $3,000,000 $3,200,000 $3,400,000 $3,600,000 $3,800,000 $4,000,000 $4,200,000 $4,400,000 Q1 Q2Q3 Q4 Q1 Q2Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2010 2011 2012 2013 2014 2015 Total Loans* Total Loans* (000’s) 3Q Results 2015 | cbbank.com *Starting in the 4 th quarter of 2014, covered and non-covered loans are combined (Purchase Credit Impaired or PCI) Before deferred loan fees, discount on PCI loans, and loans held for sale Includes covered and non-covered loans for all periods presented

Municipal Lease Finance Receivables, 2.0% Dairy, Livestock & Agribusiness, 5.6% Commercial & Industrial, 11.1% Construction RE, 1.5% Commercial RE - Owner Occupied, 25.5% Commercial RE- Non-Owner, 41.0% Multi-Family, 5.6% SFR Mortgage, 5.9% Other, 1.8% 21 Loan Portfolio Composition Total Loans by Type 3Q Results 2015 | cbbank.com Source: Q3 2015 earnings release & company reports Starting in the 4 th quarter of 2014, covered and non-covered loans are combined

Credit Quality 3Q Results 2015 | cbbank.com

Non-Performing Assets* $- $20,000 $40,000 $60,000 $80,000 $100,000 $120,000 $140,000 $160,000 $180,000 $200,000 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2009 2010 2011 2012 2013 2014 2015 Non-Performing Loans OREO 23 (000’s) 3Q Results 2015 | cbbank.com *Non-Covered assets | Starting in the 4 th quarter of 2014, covered and non-covered assets are combined

Classified Loans* $- $100,000 $200,000 $300,000 $400,000 $500,000 $600,000 $700,000 $800,000 Q1 Q2Q3 Q4 Q1 Q2Q3 Q4 Q1 Q2Q3 Q4 Q1 Q2Q3 Q4 Q1 Q2Q3 Q4 Q1 Q2Q3 Q4 Q1 Q2 Q3 2009 2010 2011 2012 2013 2014 2015 24 (000’s) 3Q Results 2015 | cbbank.com *Non-Covered loans| Starting in the 4 th quarter of 2014, covered and non-covered loans are combined

Loans: Net Charge-Offs* 25 3Q Results 2015 | cbbank.com *Non-Covered | Starting in the 4 th quarter of 2014, covered and non-covered loans are combined

Profits 3Q Results 2015 | cbbank.com

$- $2,500 $5,000 $7,500 $10,000 $12,500 $15,000 $17,500 $20,000 $22,500 $25,000 $27,500 $30,000 $32,500 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2009 2010 2011 2012 2013 2014 2015 Net Income (000’s) Net Income After Taxes $20.4 million FHLB prepayment charge $13.9 million FHLB prepayment charge 3Q Results 2015 | cbbank.com

(000’s) 2011 2012 2013 2014 9 Months to 09/30/2015 Net Interest Income $234,681 $236,950 $216,266 $236,514 $189,684 Provision for Loan Losses ($7,068) $0 $16,750 $16,100 $4,500 Other Operating Income/Expenses (Net) ($106,809) ($122,257) ($88,741) ($89,817) ($83,978) Income Taxes ($39,071) ($37,413) ($48,667) ($58,776) ($39,674) Net Profit After Tax $81,733 $77,280 $95,608 $104,021 $70,532 Earnings 28 $20.4 million FHLB prepayment charge $13.9 million FHLB prepayment charge 3Q Results 2015 | cbbank.com

Net Interest Margin 1.50% 1.75% 2.00% 2.25% 2.50% 2.75% 3.00% 3.25% 3.50% 3.75% 4.00% 4.25% Q1 Q2 Q3Q4 Q1Q2 Q3Q4 Q1 Q2Q3 Q4Q1 Q2Q3 Q4Q1 Q2 Q3Q4 Q1Q2 Q3Q4 Q1 Q2Q3 Q4Q1 Q2Q3 Q4 Q1Q2 Q3 2007 2008 2009 2010 2011 2012 2013 2014 2015 29 *Normalized tax-equivalent excludes accretion on covered loans (Purchase Credit Impaired) Normalized* 2.92% 3.92% 3.67% 3Q Results 2015 | cbbank.com

Efficiency & Expenses 3Q Results 2015 | cbbank.com

3Q Results 2015 | cbbank.com Efficiency Ratio 31 $20.4 million FHLB prepayment charge $13.9 million FHLB prepayment charge 0.00% 10.00% 20.00% 30.00% 40.00% 50.00% 60.00% 70.00% 80.00% 90.00% Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2011 2012 2013 2014 2015 Efficiency Ratio

3Q Results 2015 | cbbank.com Non-Interest Expense as a % of Average Assets 32 1.71% $20.4 million FHLB prepayment charge $13.9 million FHLB prepayment charge 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2011 2012 2013 2014 2015 Non-Interest Expense as a % of Average Assets

3Q Results 2015 | cbbank.com Capital

Capital Ratios 34 * CVB Financial Corp. - Consolidated Adequately Capitalized Ratio Well-Capitalized Ratio September 30, 2015* Tier 1 Risk-based Capital Ratio 6.0% 8.0% 17.40% Total Risk-based Capital Ratio 8.0% 10.0% 18.65% Common Equity Tier 1 Capital Ratio 4.5% 6.5% 16.88% Tier 1 Leverage Ratio 4.0% 5.0% 11.12%

3Q Results 2015 | cbbank.com Securities & Investments

3Q Results 2015 | cbbank.com Source: Q3 2015 earnings release | Yield on securities represents the fully taxable equivalent $2.31 Billion *Available For Sale Yield on securities portfolio =2.53% for the 3rd Quarter 2015 Securities Portfolio* --$3.2 Billion-- $869.7 Million *Held to Maturity Municipal Bonds 8.08% Government Agency & GSEs 0.90% MBS 74.00% CMO's / REMIC's 16.80% Trust Preferred 0.22% Municipal Bonds, 38.19% Government Agency & GSEs, 34.18% MBS, 27.48% CMO's / REMIC's, 0.15%

3Q Results 2015 | cbbank.com Securities Portfolio* $2.3 Billion Mark-to-Market (Pre-tax) (000’s) *Available For Sale -$40,000 -$20,000 $0 $20,000 $40,000 $60,000 $80,000 $100,000 Jun 09 Dec 09 Jun 10 Dec 10 Jun 11 Dec 11 Jun 12 Dec 12 Jun 13 Dec 13 Jun 14 Dec 14 Jun 15 $53,217

3Q Results 2015 | cbbank.com CVBF Assets 38 *Includes overnight funds held at the Federal Reserve, Interest earning - due from Correspondent Banks, other short-term money market accounts or certificates of deposit Securities 41.7% Fed Balance* 3.2% Other 4.8% Goodwill & Intangibles 1.0% Loans, net 49.3% 9/30/15 $7.6 Billion Securities 42.4% Fed Balance* 2.4% Other 4.6% Goodwill & Intangibles 0.7% Loans, net 49.9% 12/31/06 $6.1 Billion

3Q Results 2015 | cbbank.com Yield on Securities vs. Yield on Loans *Excluding Discount Accretion **Includes Available for Sale and Held to Maturity, TE 0.00% 1.00% 2.00% 3.00% 4.00% 5.00% 6.00% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2009 2010 2011 2012 2013 2014 2015 Yield on Loans* Yield on Securities**

3Q Results 2015 | cbbank.com CVBF Liabilities 12/31/06 $5.7 Billion 9/30/15 $6.7 Billion *Includes Customer Repurchase Agreements Other Liabilities 0.7% Borrowings 36.0% Junior subordinated Debentures 1.9% Other Liabilities 1.6% Junior subordinated Debentures 0.4% Total Deposits* 61.4% Borrowings 0.0% Total Deposits* 98.0%

3Q Results 2015 | cbbank.com Our Growth Strategy

3Q Results 2015 | cbbank.com Our Vision Citizens Business Bank will strive to become the premier financial services company operating throughout the state of California, servicing the comprehensive financial needs of successful small to medium sized businesses and their owners. 42

3Q Results 2015 | cbbank.com Target Customer The best privately-held and/or family-owned businesses throughout California — Annual revenues of $1-200 million — Top 25% in their respective industry — Full relationship banking — Build 20-year relationships 43

3Q Results 2015 | cbbank.com Three Areas of Growth Acquisitions San Diego (2014) Oxnard (2015) American Security Bank (2014) County Commerce Bank* (2016) *Projected to close in 1 st quarter 2016 Same Store Sales DeNovo

3Q Results 2015 | cbbank.com • Target size: $200 million to $2 billion in assets • Financial & Strategic • In-market and/or adjacent geographic market (California only) Acquisition Strategy --Banks-- --Trust/Investment-- • Target size: AUM of $200 million to $1 billion • In California --Banking Teams-- • In- market & ‘new’ markets

3Q Results 2015 | cbbank.com Our ‘Critical Few’ • Execute on DeNovo Growth Initiatives • Pursue Strategic Acquisitions • Quality Loan Growth • Provide Customer Solutions Through Technology • Expand Market Share Through Same Store Sales

3Q Results 2015 | cbbank.com Copy of presentation at www.cbbank.com