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CVB FINANCIAL CORP (CVBF) FY 2024 MD&A

Verbatim Item 7 Management's Discussion and Analysis from CVB FINANCIAL CORP's 10-K for fiscal year 2024. Filing date: 2025-02-28. Report date: 2024-12-31. Accession: 0000950170-25-029985.

This page reproduces the company's own Item 7 MD&A text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high.

Company profile: CVBF · All MD&A years: index · Previous year: FY 2023 · Next year: FY 2025

ITEM 7. 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 subsidiary. 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 this Annual Report on Form 10-K, and the audited consolidated financial statements and accompanying notes presented elsewhere in this report.

CRITICAL ACCOUNTING POLICIES

The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and are essential to understanding Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following is a summary of the more judgmental and complex accounting estimates and principles. In each area, we have identified the variables most important in the estimation process. We have used the best information available 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 could change future valuations and impact the results of operations.

Allowance for Credit Losses (“ACL”) — Our allowance for credit losses is based upon lifetime loss rate models developed from an estimation framework that uses historical lifetime loss experiences to derive loss rates at a collective pool level. We measure the expected credit losses on a collective (pooled) basis for those loans that share similar risk characteristics. We have three collective loan pools: Commercial Real Estate, Commercial and Industrial, and Consumer. Our ACL amounts are largely driven by portfolio characteristics, including loss history and various risk attributes, and the economic outlook for certain macroeconomic variables. Risk attributes for commercial real estate loans include original loan to value ratios, origination year, loan seasoning, and macroeconomic variables that include GDP growth, commercial real estate price index and unemployment rate. Risk attributes for commercial and industrial loans include internal risk ratings, borrower industry sector, loan credit spreads and macroeconomic variables that include unemployment rate and BBB spread. The macroeconomic variables for Consumer include unemployment rate and GDP. The Commercial Real Estate methodology is applied over commercial real estate loans, a portion of construction loans, and a portion of SBA loans. The Commercial and Industrial methodology is applied over a substantial portion of the Company’s commercial and industrial loans, all dairy & livestock and agribusiness loans, municipal lease receivables, as well as the remaining portion of SBA loans (excluding Paycheck Protection Program (“PPP”) loans). The Consumer methodology is applied to SFR mortgage loans, consumer loans, as well as the remaining construction loans. In addition to determining the quantitative life of loan loss rate to be applied against the amortized cost basis of the portfolio segments, management reviews current conditions and forecasts to determine whether adjustments are needed to ensure that the life of loan loss rates reflect both the current state of the portfolio, and expectations for macroeconomic changes. Our methodology for assessing the appropriateness of the allowance is reviewed on a regular basis and considers overall risks in the Bank’s loan portfolio.

For a full discussion of our methodology of assessing the adequacy of the allowance for credit losses, see “Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation — Risk Management” and Note 3 — Summary of Significant Accounting Policies and Note 5 — Loans and Lease Finance Receivables and Allowance for Credit Losses of our consolidated financial statements presented elsewhere in this report.

Business Combinations — The Company applies the acquisition method of accounting for business combinations. Under the acquisition method, the acquiring entity in a business combination recognizes the assets acquired and liabilities assumed at their acquisition date fair values. Management utilizes prevailing valuation techniques appropriate for the asset or liability being measured in determining these fair values. These fair values are estimates and are subject to adjustment for up to one year after the acquisition date or when additional information relative to the closing date fair values becomes available and such information is considered final, whichever is earlier. Any excess of the purchase price over amounts allocated to assets acquired, including identifiable intangible assets, and liabilities assumed is recorded as goodwill. Where amounts

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allocated to assets acquired and liabilities assumed is greater than the purchase price, a bargain purchase gain would be recognized. Acquisition related costs are expensed as incurred.

Valuation and Recoverability of Goodwill — Goodwill represented $765.8 million of our $15.15 billion in total assets as of December 31, 2024. The Company has one reportable segment. Goodwill has an indefinite useful life and is not amortized, but is tested for impairment at least annually, or more frequently, if events and circumstances exist that indicate that a goodwill impairment test should be performed. Such events and circumstances may include among others, a significant adverse change in legal factors or in the general business climate, significant decline in our stock price and market capitalization, unanticipated competition, the testing for recoverability of a significant asset group within the reporting unit, and an adverse action or assessment by a regulating body. Any adverse change in these factors could have a significant impact on the recoverability of goodwill and could have a material impact on our consolidated financial statements.

Based on the results of our annual goodwill impairment test, we determined that no goodwill impairment charges were required as our single reportable segment’s estimated fair value exceeded its carrying amount. See Note 6 — Goodwill and Other Intangible Assets of our consolidated financial statements presented elsewhere in this report.

For a complete discussion and disclosure of other accounting policies see Note 3 — Summary of Significant Accounting Policies of the Company’s consolidated financial statements presented elsewhere in this report.

Recently Issued Accounting Pronouncements Not Adopted as of December 31, 2024

StandardDescriptionAdoption TimingImpact on Financial Statements
ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures Issued December 2023On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. This ASU enhances annual income tax disclosures to address investor requests for more detailed information about tax risks and improved transparency of income tax disclosures. The two primary enhancements disaggregate existing income tax disclosures related to the effective tax rate reconciliation and information on income taxes paid disaggregated by jurisdiction. This ASU is effective for annual reporting periods beginning after December 15, 2024 and are to be applied on a prospective basis; early adoption is permitted.December 31, 2025The adoption of this ASU will result in additional disclosures but is not expected to have a material impact on our consolidated financial statements.
ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses Issued November 2024On November 4, 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses. This ASU requires disaggregated disclosure of income statement expenses for public business entities. This ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures in tabular format within the footnotes to the financial statements. The prescribed categories include employee compensation, depreciation, and intangible asset amortization. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning in 2028. This ASU is to be applied on a prospective basis, though early adoption and retrospective application are permitted.December 31, 2027The adoption of this ASU will result in additional disclosures but is not expected to have a material impact on our consolidated financial statements.

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OVERVIEW

For the year ended December 31, 2024, we reported net earnings of $200.7 million, compared with $221.4 million for 2023, a $20.7 million, or 9.36%, decrease from the prior year. Diluted earnings per share of $1.44 for 2024, decreased by $0.15, or 9.43%, when compared to $1.59 for 2023. During 2023 market interest rates rapidly increased and stayed elevated through 2024. Net earnings were negatively impacted by a decrease in net interest income, as the cost of our interest-bearing liabilities increased faster than the rising yield on our interest-earning assets, primarily as a result of the higher short term market interest rates controlled by the Federal Reserve. The decline in net interest income was also negatively impacted by increased levels of higher-cost borrowings that were used to manage our liquidity during the uncertain times following the banking crisis in the spring of 2023 and resulting declines in our level of deposits. Net earnings of $200.7 million produced a return on average equity (“ROAE”) of 9.35%, a return on average tangible common equity (“ROATCE”) of 14.95% and a return on average assets (“ROAA”) of 1.24%. Our net interest margin, tax equivalent (“NIM”), was 3.09% for 2024, while our efficiency ratio was 46.6%.

Net interest income of $447.3 million for the year ended December 31, 2024, decreased $40.6 million, or 8.33%, compared to the same period of 2023. Interest income grew by $23.8 million, or 3.92%, in 2024, offset by a $64.4 million increase in interest expense year-over-year. Cost of funds for 2024 increased by 49 basis points over 2023, while the earning asset yield grew by 25 basis points. Average earning assets declined by $275.6 million year-over-year.

Noninterest income of $54.5 million for the year ended December 31, 2024, decreased $4.8 million, or 8.18%, compared to the same period of 2023. Noninterest income in 2024 included a total pre-tax loss of $28.3 million from the sale of $467 million of AFS securities partially offset by a pre-tax gain of $25.9 million from the sale-leaseback of four buildings, while 2023 included a $2.6 million gain from an equity fund distribution. Trust and investment income for 2024 grew by $1.2 million, or 9.34%, from the prior year.

Noninterest expense increased from $229.9 million in 2023 to $233.6 million in 2024. The $3.7 million increase in noninterest expense generally represents normal inflationary increases in most expense categories, partially offset by a decrease in regulatory assessment expense as 2023 included the $9.2 million Special FDIC assessment.

At December 31, 2024, total assets of $15.15 billion decreased by $867.3 million, or 5.41%, from total assets of $16.02 billion at December 31, 2023. Interest-earning assets of $13.53 billion at December 31, 2024 decreased by $934.2 million, or 6.46%, when compared with $14.46 billion at December 31, 2023. The decrease in interest-earning assets was primarily due to a $499.0 million decrease in investment securities, a $368.5 million decrease in total loans, and a decrease of $59.1 million in interest-earning balances due from the Federal Reserve.

Total investment securities were $4.92 billion at December 31, 2024, a decrease of $499.0 million, or 9.20%, from $5.42 billion at December 31, 2023. The decrease was primarily due to principal repayments and maturities, as well as sales of securities exceeding purchases during the year. At December 31, 2024, investment securities held-to-maturity (“HTM”) totaled $2.38 billion. HTM securities decreased by $85.0 million, or 3.45% from $2.46 billion at December 31, 2023. At December 31, 2024, investment securities AFS totaled $2.54 billion, inclusive of a pre-tax net unrealized loss of $447.7 million. AFS securities decreased by $414.0 million, or 14.01%, from $2.96 billion at December 31, 2023, including the impact of the sale of $467 million of AFS securities in the third and fourth quarters. The sale of these securities resulted in a net pre-tax loss of $28.3 million. The securities sold had an average yield of less than three percent. The net cash proceeds from the sale of these securities was partially utilized to purchase $385 million of AFS securities in the fourth quarter of 2024, with yields that exceeded five percent. Our tax equivalent yield on our investment portfolio grew from 2.52% for 2023 to 2.65% for 2024. The 13 basis point increase in the yield on investment securities from the prior year was impacted by the positive spread generated from fair-value hedging of certain AFS securities, in which the Company receives daily SOFR and paid a weighted average fixed cost of approximately 3.8% during 2024.

In June 2023, fair value hedging transactions were executed in which $1 billion notional pay-fixed interest rate swaps were consummated with maturities ranging from four to five years, wherein the Company pays a weighted average fixed rate of approximately 3.8% and receives daily SOFR. In December 2024, we terminated one of these swaps which had a notional value of $300 million, a maturity date of June 2027 and a fixed rate of 3.95%. The remaining $700 million notional pay-fixed interest rate swaps had a fair value which totaled $7.2 million and was reflected as an asset at December 31, 2024. The fair value of these instruments totaled $6.9 million and were reflected as a liability at December 31, 2023. These instruments generated interest income of $14.4 million for the year ended December 31, 2024. Refer to Note 18 – Derivative Financial Instruments of the notes to the consolidated financial statements of this report for additional information.

Total loans and leases, at amortized cost, were $8.54 billion at December 31, 2024, a decrease of $368.5 million, or 4.14%, from $8.90 billion at December 31, 2023. The decrease in outstanding loans in 2024 was impacted by a slowdown in

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loan demand due to higher interest rates and borrower uncertainty about the timing and amount of future rate actions of the Federal Reserve and the outcome of the November 2024 election. The $368.5 million decrease included $277.1 million in commercial real estate loans, $50.7 million in construction loans and $44.7 million in commercial and industrial loans. Our loan yields were 5.26% for the year ended December 31, 2024, compared to 5.04% for 2023. This 22 basis point increase in our loan yields year-over-year was the result of increases in market interest rates.

The allowance for credit losses totaled $80.1 million at December 31, 2024, compared to $86.8 million at December 31, 2023. At December 31, 2024, ACL as a percentage of total loans and leases outstanding was 0.94%. This compares to 0.98% at December 31, 2023. The changes in our allowance over the last few quarters have been primarily due to lower loan balances outstanding and changes in our economic forecast. Our economic forecast continues to be a blend of multiple forecasts produced by Moody’s. The resulting economic forecast reflects slower GDP growth of less than 2% for 2025 though 2027. Commercial Real Estate values are forecasted to continue their decline in 2025, with meaningful growth in values not occurring until 2027. Unemployment is forecasted to exceed 5% throughout the near term forecast periods, with a decrease below 5% in 2028.

Noninterest-bearing deposits were $7.04 billion at December 31, 2024, a decrease of $169.1 million, or 2.35% when compared to $7.21 billion at December 31, 2023. At December 31, 2024, noninterest-bearing deposits were 58.90% of total deposits, compared to 63.03% at December 31, 2023.

Interest-bearing deposits were $4.91 billion at December 31, 2024, an increase of $683.8 million, or 16.18%, when compared to $4.23 billion at December 31, 2023. Customer repurchase agreements totaled $261.9 million at December 31, 2024, compared to $271.6 million at December 31, 2023. Our average cost of total deposits including customer repurchase agreements for 2024 was 0.90%, compared to 0.41% for 2023.

In 2024, we experienced a decline in noninterest-bearing deposit levels due to the impact of higher interest rates that led to deposits moving to higher yielding alternatives, such as our money market and time deposit products. We also experienced noninterest-bearing deposits being transferred from the Bank’s balance sheet by customers to be invested by CitizensTrust in higher yielding instruments such as United States treasury notes or bonds.

At December 31, 2024, total borrowings of $0.50 billion consisted of Federal Home Loan Bank (“FHLB”) advances, at an average cost of approximately 4.6%. Borrowings decreased $1.57 billion from $2.07 billion at December 31, 2023, primarily due to the payoff of $1.91 billion of advances from the Federal Reserve's Bank Term Funding Program (“BTFP”) in 2024. The higher-cost short-term borrowings outstanding during most of 2024 and an increase in the cost of deposits and customer repurchase agreements of 49 basis points, increased our cost of funds by 49 basis points to 1.32% for the year ended December 31 2024.

The Company’s total equity was $2.19 billion at December 31, 2024. This represented an overall increase of $108.3 million from total equity of $2.08 billion at December 31, 2023. Increases to equity included $200.7 million in net earnings and an $11.5 million increase in other comprehensive income, that were partially offset by $111.9 million in cash dividends. We did not repurchase any stock during 2024. In 2023, we repurchased 791,800 shares of common stock, at an average repurchase price of $23.43, totaling $18.5 million. Our tangible book value per share at December 31, 2024 was $10.10, compared to $9.31 at December 31, 2023.

Our capital ratios under the capital framework referred to as Basel III remain well above regulatory requirements. As of December 31, 2024, the Company’s Tier 1 leverage capital ratio totaled 11.46%, our common equity Tier 1 ratio totaled 16.24%, our Tier 1 risk-based capital ratio totaled 16.24%, and our total risk-based capital ratio totaled 17.06%. Refer to our Analysis of Financial Condition — Capital Resources.

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Acquisition Related

On January 7, 2022, the Company completed a merger transaction whereby Suncrest Bank (“Suncrest”), headquartered in Visalia, California, merged with and into the Company’s wholly-owned subsidiary Citizens Business Bank, in accordance with the terms and conditions of that certain Agreement and Plan of Reorganization and Merger (“Merger Agreement”), dated as of July 27, 2021, by and among the Company, the Bank and Suncrest, in a stock and cash transaction valued at approximately $237 million in aggregate, or $18.63 per Suncrest share based on CVB Financial Corp.’s closing stock price of $22.87 on January 7, 2022. Under the terms of the Merger Agreement, the Company issued approximately 8.6 million shares of Company common stock and approximately $39.6 million in aggregate cash consideration, including cash paid out in settlement of outstanding incentive stock option awards at Suncrest.

At close, the total fair value of assets acquired approximated $1.38 billion in total assets, including $329.0 million of cash and cash equivalents, net of cash paid, $131.1 million of investment securities, and $765.9 million in net loans. The acquired loans were recorded at fair value, which reflected a net discount of 1.5% for the entire loan portfolio. Approximately 30% of the acquired loans are considered PCD loans. An allowance for credit loss of $8.6 million was established for these PCD loans at acquisition. In addition, the acquired PCD loans were further discounted by almost 2% to adjust them to fair value. Non-PCD loans were valued at a total premium of 0.3%, net of a credit discount of 1.5%. We recorded a loan loss provision to establish a day one allowance for credit losses of $4.9 million on the non-PCD loans.

Suncrest had seven branch locations and two loan production offices in California’s Central Valley and the Sacramento area, which opened as Citizens Business Bank locations on January 10, 2022. The integration of Suncrest, including the conversion of core systems in the first quarter of 2022, was completed with the consolidation of two banking centers during the second quarter of 2022. For the year ended December 31, 2022, the Company incurred non-recurring merger related expenses associated with the Suncrest acquisition of $6.0 million.

ANALYSIS OF THE RESULTS OF OPERATIONS

Financial Performance

Variance
Year Ended December 31,20242023
202420232022$%$%
(Dollars in thousands, except per share amounts)
Net interest income$447,347$487,990$505,513$(40,643)(8.33)%$(17,523)(3.47)%
Recapture of (provision for) credit losses3,000(2,000)(10,600)5,000250.00%8,60081.13%
Noninterest income54,47459,33049,989(4,856)(8.18)%9,34118.69%
Noninterest expense(233,583)(229,886)(216,555)(3,697)(1.61)%(13,331)(6.16)%
Income taxes(70,522)(93,999)(92,922)23,47724.98%(1,077)(1.16)%
Net earnings$200,716$221,435$235,425$(20,719)(9.36)%$(13,990)(5.94)%
Earnings per common share:
Basic$1.44$1.59$1.67$(0.15)$(0.08)
Diluted$1.44$1.59$1.67$(0.15)$(0.08)
Return on average assets1.24%1.35%1.39%(0.11)%(0.04)%
Return on average shareholders’ equity9.35%11.03%11.39%(1.68)%(0.36)%
Efficiency ratio46.55%42.00%38.98%4.55%3.02%
Noninterest expense to average assets1.45%1.41%1.28%0.04%0.13%

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Return on Average Tangible Common Equity Reconciliations (Non-GAAP)

The return on average tangible common equity is a non-GAAP disclosure. The Company uses certain non-GAAP financial measures commonly used by banking analysts and investors to provide supplemental information regarding the Company’s performance. The following is a reconciliation of net income, adjusted for tax-effected amortization of intangibles, to net income computed in accordance with GAAP; a reconciliation of average tangible common equity to the Company’s average stockholders’ equity computed in accordance with GAAP; as well as a calculation of return on average tangible common equity.

Year Ended December 31,
202420232022
(Dollars in thousands)
Net Income$200,716$221,435$235,425
Add: Amortization of intangible assets5,3246,4527,566
Less: Tax effect of amortization of intangible assets (1)(1,574)(1,907)(2,237)
Tangible net income$204,466$225,980$240,754
Average stockholders’ equity$2,145,665$2,006,882$2,066,463
Less: Average goodwill(765,822)(765,822)(764,143)
Less: Average intangible assets(12,571)(18,434)(25,376)
Average tangible common equity$1,367,272$1,222,626$1,276,944
Return on average equity, annualized (2)9.35%11.03%11.39%
Return on average tangible common equity, annualized (2)14.95%18.48%18.85%

(1)
Tax effected at respective statutory rates.

(2)
Annualized where applicable.

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, investments and interest earning cash (interest-earning assets) and the interest paid on deposits and borrowed funds (interest-bearing liabilities). Net interest margin is net interest income as a percentage of average interest-earning assets for the period. The level of interest rates and the volume and mix of interest-earning assets and interest-bearing liabilities impact net interest income and net interest margin. The net interest spread is the yield on average interest-earning assets minus the cost of average interest-bearing liabilities. Net interest margin and net interest spread are included on a tax equivalent (“TE”) basis by adjusting interest income utilizing the federal statutory tax rates of 21% in effect for the years ended December 31, 2024, 2023 and 2022. 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 policy, and the strength of the global, national and state economies, in general, and more specifically, the local economies in which we conduct business. Our ability to manage net interest income during changing interest rate environments will have a significant impact on our overall performance. We manage net interest income through affecting changes in the mix of interest-earning assets as well as the mix of interest-bearing liabilities, changes in the level of interest-bearing liabilities in proportion to interest-earning assets, the growth and maturity of earning assets, and derivative financial instruments. See Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Asset/Liability and Market Risk Management — Interest Rate Sensitivity Management included herein.

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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.

Interest-Earning Assets and Interest-Bearing Liabilities

Year Ended December 31,
202420232022
Average BalanceInterestYield/ RateAverage BalanceInterestYield/ RateAverage BalanceInterestYield/ Rate
(Dollars in thousands)
INTEREST-EARNING ASSETS
Investment securities (1)
Available-for-sale securities:
Taxable$2,691,963$80,2262.99%$3,040,968$82,8892.73%$3,505,517$67,8031.96%
Tax-advantaged24,6186643.23%25,3196743.19%27,0707053.12%
Held-to-maturity securities:
Taxable2,055,59743,5742.12%2,132,36044,9902.11%2,090,98441,4031.99%
Tax-advantaged372,3779,5773.11%380,8419,7603.10%315,9837,6452.97%
Investment in FHLB stock18,0121,5518.61%25,0781,8617.42%18,3091,2076.59%
Interest-earning deposits with other institutions720,42838,7655.38%331,15617,8615.39%804,7446,7130.83%
Loans (2)8,670,420455,7555.26%8,893,335448,2955.04%8,676,820389,1924.49%
Total interest-earning assets14,553,415630,1124.35%14,829,057606,3304.10%15,439,427514,6683.36%
Total noninterest-earning assets1,586,1831,517,1151,472,234
Total assets$16,139,598$16,346,172$16,911,661
INTEREST-BEARING LIABILITIES
Savings deposits (3)$4,143,45385,5392.06%$4,340,52949,0191.13%$4,866,5036,5910.14%
Time deposits635,72819,9443.14%304,0532,5160.83%358,5782390.07%
Total interest-bearing deposits4,779,181105,4832.21%4,644,58251,5351.11%5,225,0816,8300.13%
FHLB advances, other borrowings, and customer repurchase agreements1,870,15776,7094.10%1,773,21166,8053.77%613,9622,3250.38%
Interest expense - Other interest-bearing liabilities11,9475734.72%
Interest-bearing liabilities6,661,285182,7652.74%6,417,793118,3401.84%5,839,0439,1550.16%
Noninterest-bearing deposits7,144,1297,793,3368,839,577
Other liabilities188,519128,161166,578
Stockholders’ equity2,145,6652,006,8822,066,463
Total liabilities and stockholders’ equity$16,139,598$16,346,172$16,911,661
Net interest income$447,347$487,990$505,513
Net interest spread - tax equivalent1.60%2.26%3.20%
Net interest margin3.08%3.29%3.29%
Net interest margin - tax equivalent3.09%3.31%3.30%

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(1)
Includes tax equivalent (TE) adjustments utilizing a federal statutory rate of 21% in effect for the years ended December 31, 2024, 2023 and 2022. The non-TE rates for total investment securities was 2.61%, 2.48% and 2.00% for the years ended December 31, 2024, 2023 and 2022, respectively.

(2)
Includes loan fees of $2.9 million, $3.1 million and $8.1 million for the years ended December 31, 2024, 2023 and 2022, respectively. Prepayment penalty fees of $2.6 million, $2.5 million and $6.9 million are included in interest income for the years ended December 31, 2024, 2023 and 2022, respectively.

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

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

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

Comparison of Year Ended December 31,
2024 Compared to 2023 Increase (Decrease) Due to2023 Compared to 2022 Increase (Decrease) Due to
VolumeRateRate/ VolumeTotalVolumeRateRate/ VolumeTotal
(Dollars in thousands)
Interest income:
Available-for-sale securities:
Taxable investment securities$(9,789)$8,081$(955)$(2,663)$(8,089)$26,314$(3,139)$15,086
Tax-advantaged investment securities(19)9(10)(46)16(1)(31)
Held-to-maturity securities:
Taxable investment securities(1,620)211(7)(1,416)9622,566593,587
Tax-advantaged investment securities(217)35(1)(183)1,716326732,115
Investment in FHLB stock(524)297(84)(311)44615256654
Interest-earning deposits with other institutions20,996(42)(50)20,904(3,951)36,691(21,592)11,148
Loans(11,237)19,178(480)7,4619,71248,1891,20259,103
Total interest income(2,410)27,769(1,577)23,782750114,254(23,342)91,662
Interest expense:
Savings deposits(2,226)40,589(1,843)36,520(712)48,368(5,228)42,428
Time deposits2,7457,0237,66017,428(36)2,728(415)2,277
FHLB advances, other borrowings, and customer repurchase agreements3,6525,9283249,9044,39020,80639,28464,480
Interest expense - Other interest-bearing liabilities573573
Total interest expense4,17153,5406,71464,4253,64271,90233,641109,185
Net interest income$(6,581)$(25,771)$(8,291)$(40,643)$(2,892)$42,352$(56,983)$(17,523)

2024 Compared to 2023

Net interest income before provision for credit losses of $447.3 million for 2024 decreased $40.6 million, or 8.33%, compared to $488.0 million for 2023. Interest income increased by $23.8 million, or 3.92% in 2024, offset by a $64.4 million increase in interest expense year-over-year. Cost of funds for 2024 increased by 49 basis points over 2023, while the earning asset yield increased by 25 basis points. Interest-earning assets decreased on average by $275.6 million, or 1.86%, from $14.83 billion for 2023 to $14.55 billion for 2024. Our net interest margin (TE) was 3.09% for 2024, compared to 3.31% for 2023.

Total interest income for 2024 of $630.1 million grew by $23.8 million, or 3.92%, when compared to 2023. Compared to 2023, average interest-earning assets decreased $275.6 million and the yield on interest-earning assets increased

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by 25 basis point from 4.10% for 2023 to 4.35% for 2024. The $275.6 million year-over-year decrease in average earning assets resulted from a $434.9 million decrease in average investment securities and a decline of $222.9 million in average loans, offset by $386.4 million of growth in average earning balances due from the Federal Reserve. The 25 basis point increase in the earning asset yield over 2023 resulted primarily from a 22 basis point increase in loan yields, from 5.04% for 2023 to 5.26% for 2024, and from a 13 basis point increase in the yield on investment securities, from 2.52% for 2023 to 2.65% for 2024. The increase in the overall earning asset yield was also impacted by the increase in average earning balances due from the Federal Reserve as a percentage of earning assets, from 2.2% in 2023 to 5.0% in 2024. Balances due from the Federal Reserve earned 5.38% on average in 2024.

Total interest income and fees on loans for 2024 of $455.8 million increased $7.5 million, or 1.66%, when compared to 2023. This increase in income was due to a higher loan yield partially offset by a decrease in average loans of $222.9 million. Loan yields were 5.26% for 2024, compared to 5.04% for 2023. Loan yields grew year-over-year, as rising interest rates contributed to an increase in yields on loans indexed to the Prime rate or other short-term indexes, as well as higher rates from adjustable rate loans and newly originated loans.

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 December 31, 2024 and 2023. As of December 31, 2024 and 2023, we had $27.8 million and $21.3 million of nonaccrual loans, respectively.

Interest income from investment securities was $134.0 million for 2024, a $4.3 million, or 3.09%, decrease from $138.3 million for 2023. This decrease was driven by a decline in the average balance of investment securities of $434.9 million, or 7.80%, partially offset by a 13 basis point increase in the yield on securities, compared to 2023. This 13 basis point increase in the yield on investment securities from the prior year period was impacted by the positive spread generated from the pay-fixed swaps we entered into at the end of the second quarter of 2023. The positive carry on these fair value hedges resulted in approximately $14.4 million of interest income in 2024. The yield on investment securities was also impacted positively by the sale of $467 million of lower-yielding investment securities combined with the purchase of $418.5 million of higher-yielding securities in 2024.

Interest expense of $182.8 million for 2024 increased $64.4 million, compared to $118.3 million for 2023. Total cost of funds for 2024 was 1.32%, compared with 0.83% for 2023. This 49 basis point increase in cost of funds was primarily the result of the increase in the cost of deposits. The average rate paid on deposits increased by 47 basis points, to 0.88% for 2024 from 0.41% for 2023. The increase in interest expense was also driven by a $134.6 million increase in average interest-bearing deposits in 2024 as compared to 2023. Noninterest bearing deposits continued to be a significant portion of total deposits in 2024. Average noninterest-bearing deposits were 59.92% of our total deposits for 2024, compared to 62.66% for 2023.

2023 Compared to 2022

Net interest income, before provision for credit losses of $488.0 million for 2023 decreased $17.5 million, or 3.47%, compared to $505.5 million for 2022. Interest income grew by $91.7 million, or 17.81% in 2023, offset by a $109.2 million increase in interest expense year-over-year. Cost of funds for 2023 increased by 77 basis points over 2022, while the earning asset yield grew by 74 basis points. Interest-earning assets decreased on average by $610.4 million, or 3.95%, from $15.44 billion for 2022 to $14.83 billion for 2023. Our net interest margin (TE) was 3.31% for 2023, compared to 3.30% for 2022.

Total interest income for 2023 of $606.3 million grew by $91.7 million, or 17.81%, when compared to 2022. Compared to 2022, average interest-earning assets decreased $610.4 million and the yield on interest-earning assets increased by 74 basis point from 3.36% for 2022 to 4.10% for 2023. The $610.4 million year-over-year decrease in earning assets resulted from a $471.9 million decrease in average earning balances due from the Federal Reserve and a decline of $360.1 million in average investment securities, offset by $216.5 million of growth in average loans. The 74 basis point increase in the earning asset yield over 2022 resulted from a 55 basis point increase in loan yields, increasing from 4.49% for 2022 to 5.04% for 2023, as well as a change in the mix of earning assets. Average loans as a percentage of earning assets grew from 56.20% for 2022 to 59.97% for 2023. Average investments as a percentage of earning assets decreased to 37.63% for 2023 from 38.47% for 2022. The tax-equivalent yield on investment securities was 2.52% for 2023, compared to 2.03% for 2022.

Total interest income and fees on loans for 2023 of $448.3 million increased $59.1 million, or 15.19%, when compared to 2022. This increase in income was partly due to growth in average loans of $216.5 million, as well as higher loan yields. Loan yields were 5.04% for 2023, compared to 4.49% for 2022. Discount accretion on acquired loans decreased by $4.0 million and interest and fee income from PPP loans declined by $5.4 million compared to 2022. After excluding discount accretion and the impact from PPP loans, our loan yields grew by 63 basis points compared to 2022. Loan yields

45

grew year-over-year, as rising interest rates contributed to an increase in yields on loans indexed to the Prime rate or other short-term indexes, as well as higher rates from newly originated loans.

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 December 31, 2023 and 2022. As of December 31, 2023 and 2022, we had $21.3 million and $4.9 million of nonaccrual loans, respectively.

Interest income from investment securities was $138.3 million for 2023, a $20.8 million, or 17.66%, increase from $117.6 million for 2022. This increase was driven by a 49 basis point increase in the yield on securities, compared to 2022. This 49 basis point increase in the yield on investment securities from the prior year period was impacted by the positive spread generated from the pay-fixed swaps we entered into at the end of the second quarter of 2023. The positive carry on these fair value hedges resulted in approximately $8.2 million of interest income associated with these interest rate swaps. Excluding the impact of these swaps, 2023 investment yields increased by 33 basis points from 2022. Average investment securities declined by $360.1 million from 2022.

Interest expense of $118.3 million for 2023 increased $109.2 million, compared to $9.2 million for 2022. Total cost of funds for 2023 was 0.83%, compared with 0.06% for 2022. This 77 basis point increase in cost of funds was the result of the increase in the cost of interest-bearing deposits and the addition of $1.35 billion of borrowings, on average, for 2023, at an average cost of 4.88%. Average interest-bearing deposits declined by $580.5 million when compared 2022. The average rate paid on interest-bearing liabilities increased by 168 basis points, to 1.84% for 2023 from 0.16% for 2022. Likewise, the rate on interest-bearing deposits for 2023 increased by 98 basis points from 2022. Noninterest bearing deposits continued to be greater than 60% of total deposits in 2023. Average noninterest-bearing deposits were 62.66% of our total deposits for 2023, compared to 62.85% for 2022.

Provision for (Recapture of) Credit Losses

The provision for (recapture of) credit losses is a charge to earnings to maintain the allowance for credit losses at a level consistent with management’s assessment of expected lifetime losses in the loan portfolio as of the balance sheet date.

We recorded recapture of provision for credit losses of $3.0 million in 2024, and experienced credit charge-offs of $4.4 million and recoveries of $0.7 million, resulting in net charge-offs of $3.7 million. The year-to-date recapture of provision for credit losses of $3.0 million was the result of a decrease in loan balances outstanding at December 31, 2024 as compared to the prior year-end and an overall decrease in projected loss rates from 0.98% at the end of 2023 to 0.94% at December 31, 2024. For 2023, we recorded $2.0 million in provision for credit losses, and experienced credit charge-offs of $405,000 and total recoveries of $130,000, resulting in net charge-offs of $275,000. The modest changes in projected loss rates continue to be driven primarily by economic forecast changes to various macroeconomic variables such as GDP growth, commercial real estate values and the rate of unemployment. Refer to the discussion of “Allowance for Credit Losses” in Item 7 – 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 affect the Company’s service areas or other circumstances will or will not be reflected in future changes in the level of our allowance for credit losses and the resulting provision or recapture of provision for credit losses. The process to estimate the allowance for credit losses requires considerable judgment and our economic forecasts may continue to vary due to the uncertainty of the future impact from changes in rates by the Federal Reserve, geopolitical events in Europe and the Middle East, and impacts of changes in global trade and inflation will have on future interest rates, unemployment, the overall economy and resulting impact on our customers. See “Allowance for Credit Losses” under Analysis of Financial Condition herein.

Noninterest Income

Noninterest income includes income derived from financial services offered to our customers, such as CitizensTrust, merchant processing and card services, international banking, and other business services. Also included in noninterest income are service charges and fees, primarily from deposit accounts, BOLI income, gains/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.

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

Variance
Year Ended December 31,20242023
202420232022$%$%
(Dollars in thousands)
Noninterest income:
Service charges on deposit accounts$20,370$20,219$21,382$1510.75%$(1,163)(5.44)%
Trust and investment services13,72912,55611,5181,1739.34%1,0389.01%
Bankcard services1,6521,6271,470251.54%15710.68%
BOLI income12,42012,7515,356(331)(2.60)%7,395138.07%
Swap fee income211632(421)(66.61)%632
Loss on sale of AFS investment securities(28,317)(28,317)
Gain on sale leaseback transactions25,90025,900
Gain on sale of building, net2,717(2,717)(100.00)%
Gain on sale of other investments2,575(2,575)(100.00)%2,575
Other8,5098,9707,546(461)(5.14)%1,42418.87%
Total noninterest income$54,474$59,330$49,989$(4,856)(8.18)%$9,34118.69%

2024 Compared to 2023

The $4.9 million decrease in noninterest income included $28.3 million in losses from the sale of AFS securities partially offset by gains of $25.9 million from the sale and leaseback of four properties in 2024, while 2023 included a $2.6 million gain from an equity fund distribution related to a CRA investment. Service charges on deposit accounts increased by $0.2 million, or 0.75% from the year ended December 31, 2023. Trust management fees increased by $1.2 million, or 9.34% compared to 2023. Income from Bank-Owned Life Insurance (“BOLI”) decreased by $0.3 million, or 2.60% from the prior year.

Trust and Investment Services represents our CitizensTrust group. The CitizensTrust group is made up of wealth management and investment services. They provide 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 December 31, 2024, CitizensTrust had approximately $4.6 billion in assets under management and administration, including $3.3 billion in assets under management. CitizensTrust generated fees of $13.7 million for 2024, compared to $12.6 million for 2023. The increase in fees in 2024 included both the impact on market values of changes in equity and fixed income markets but also increased flows of funds from customers, including liquidity management of funds formerly on deposit with the Bank.

The Bank’s investment in BOLI includes life insurance policies generally acquired through acquisitions or the purchase of life insurance by the Bank on a select group of employees to fund deferred compensation plans. The Bank is the owner and beneficiary of these policies. BOLI is recorded as an asset at its cash surrender value. Increases in the cash value of these policies, as well as insurance proceeds received, are recorded in noninterest income and are not subject to income tax, as long as they are held for the life of the covered parties. Income from our BOLI policies declined by $0.3 million for 2024 as compared to 2023, which consisted of lower cash surrender value income partially offset by higher gains and death benefits that exceeded cash surrender values.

The Bank has entered into interest rate swap agreements with our customers to manage our interest rate risk and enters into identical offsetting swaps with a counterparty. The changes in the fair value of these non-hedged swaps primarily offset each other resulting in swap fee income. Generally speaking, our volume of back-to-back interest rate swaps is impacted by the level and shape of the yield curve and the Bank's management of interest rate risk. Swap fee income was $0.4 million lower than 2023, primarily due to LIBOR indexed swaps that were converted to term SOFR in 2023 generating fee income of approximately $620,000. Refer to Note 18 — Derivative Financial Instruments of the notes to the consolidated financial statements of this report for additional information.

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2023 Compared to 2022

The $9.3 million increase in noninterest income included $2.6 million in gain from an equity fund distribution related to a CRA investment, while 2022 included a $2.4 million net gain on the sale of one of our properties. Service charges on deposit accounts decreased by $1.2 million, or 5.44% from the year ended December 31, 2022. Trust management fees increased by $1.0 million, or 9.01% compared to 2022. Income from BOLI increased by $7.4 million from the prior year, primarily due to approximately $6.5 million net increase in cash surrender value resulting from the surrender and redeployment of various BOLI policies at the end 2023, which offset the tax expense impact of the taxable gains generated from the surrendered policies.

Service fees on deposits include analysis fees, NSF fees, as well as other deposit fees. For 2023, service fees on deposits declined by approximately $1.2 million, when compared to 2022. More than half of this decline was due to lower NSF fee income in 2023.

Trust and Investment Services represents our CitizensTrust group. The CitizensTrust group is made up of wealth management and investment services. They provide 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 December 31, 2023, CitizensTrust had approximately $4.0 billion in assets under management and administration, including $2.81 billion in assets under management. CitizensTrust generated fees of $12.6 million for 2023, compared to $11.5 million for 2022. The increase in fees in 2023 included both the impact on market values of changes in equity and fixed income markets but also increased flows of funds from customers, including liquidity management of funds formerly on deposit with the Bank.

The Bank’s investment in BOLI includes life insurance policies generally acquired through acquisitions or the purchase of life insurance by the Bank on a select group of employees to fund deferred compensation plans. The Bank is the owner and beneficiary of these policies. BOLI is recorded as an asset at its cash surrender value. Increases in the cash value of these policies, as well as insurance proceeds received, are recorded in noninterest income and are not subject to income tax, as long as they are held for the life of the covered parties. At the end of the fourth quarter of 2023, the Company partially restructured its BOLI assets by surrendering various policies valued at approximately $68 million, resulting in a write-down of asset values of more than $4 million and additional income tax expense and penalties of more than $6 million. This combined restructuring charge was offset by increases of approximately $10 million to the cash surrender value resulting from the purchase of $109 million of new policies during the quarter, reflecting a net increase to noninterest income of $6.5 million and additional tax expense of approximately $6.5 million. The new policies will have an initial crediting rate that is approximately 300 basis points higher than the policies that we surrendered. Separate account BOLI policies that fund deferred compensation increased in value in 2023, compared to declines in value in 2022, due to the overall performance of the selected investments within these policies. Income from our BOLI policies for 2023 also included $935,000 of death benefits that exceeded cash surrender values, compared to $3.6 million of death benefits for 2022.

The Bank has entered into interest rate swap agreements with our customers to manage our interest rate risk and enters into identical offsetting swaps with a counterparty. The changes in the fair value of these non-hedged swaps primarily offset each other resulting in swap fee income. Generally speaking, our volume of back-to-back interest rate swaps is impacted by the level and shape of the yield curve and the Bank's management of interest rate risk. Swap fee income was higher than 2022, primarily due to LIBOR indexed swaps that were converted to term SOFR in 2023 generating fee income of approximately $620,000. We executed on swap agreements related to new loan originations with a notional amount totaling $1.0 million for 2023. There were no executed swap agreements related to new loan originations for 2022. Refer to Note 18 — Derivative Financial Instruments of the notes to the consolidated financial statements of this report for additional information.

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Noninterest Expense

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

Variance
Year Ended December 31,20242023
202420232022$%$%
(Dollars in thousands)
Noninterest expense:
Salaries and employee benefits$144,472$139,191$131,596$5,2813.79%$7,5955.77%
Occupancy18,97618,49218,8254842.62%(333)(1.77)%
Equipment4,4313,6173,91281422.50%(295)(7.54)%
Professional services10,4829,0829,3621,40015.42%(280)(2.99)%
Computer software expense15,30114,05113,5031,2508.90%5484.06%
Marketing and promotion7,3076,7566,2965518.16%4607.31%
Amortization of intangible assets5,3246,4527,566(1,128)(17.48)%(1,114)(14.72)%
Telecommunications expense1,9722,0102,193(38)(1.89)%(183)(8.34)%
Regulatory assessments10,09117,7105,477(7,619)(43.02)%12,233223.35%
Insurance2,0222,0251,968(3)(0.15)%572.90%
(Recapture of) provision for unfunded loan commitments(1,250)(500)(750)(150.00)%(500)
Directors’ expenses1,2661,2021,426645.32%(224)(15.71)%
Acquisition related expenses6,013(6,013)(100.00)%
Other13,1899,7988,4183,39134.61%1,38016.39%
Total noninterest expense$233,583$229,886$216,555$3,6971.61%$13,3316.16%
Noninterest expense to average assets1.45%1.41%1.28%
Efficiency ratio (1)46.55%42.00%38.98%

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

Our ability to control noninterest expenses in relation to asset growth can be measured in terms of total noninterest expenses as a percentage of average assets. Noninterest expense as a percentage of average assets was 1.45% for 2024, compared to 1.41% for 2023 and 1.28% for 2022, respectively. The increase in this ratio in 2024 as compared to 2023 was due primarily to normal inflationary increases in most expense categories, partially offset by a decrease in regulatory assessment expense as 2023 included the $9.2 million FDIC Special Assessment, and also due to a $207 million decrease in average assets in 2024 as compared to 2023. The increase in this ratio for 2023 compared with 2022 reflects the impact of inflationary pressures on staff related expenses and expense growth associated with Suncrest. This ratio was also negatively impacted in 2023 by a $9.2 million expense accrual for the FDIC Special Assessment. The ratio was negatively impacted in 2022 as a result of $6 million of acquisition expense associated with Suncrest.

Our ability to control noninterest expenses in relation to the level of total revenue (net interest income before provision for credit losses plus noninterest income) can be measured by the efficiency ratio and indicates the percentage of net revenue that is used to cover expenses. The efficiency ratio was 46.55% for 2024, compared to 42.00% for 2023 and 38.98% for 2022. The increase in the efficiency ratio in 2024 was primarily due to the decrease in our net interest margin in 2024, as well as the 1.6% increase in noninterest expense. The increase in the efficiency ratio in 2023 compared to 2022 reflects the impact of inflationary pressures on staff related expenses and expense growth associated with Suncrest. This ratio was also negatively impacted in 2023 by a $9.2 million expense accrual for the FDIC Special Assessment. The ratio was negatively impacted in 2022 as a result of $6 million of acquisition expense associated with Suncrest.

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2024 Compared to 2023

Noninterest expense of $233.6 million for the year ended December 31, 2024 was $3.7 million, or 1.6% higher than 2023. Year-over-year increases included normal inflationary increases in most expense categories including $5.3 million in salaries and employee benefits, primarily due to inflationary pressures on salaries and benefits. As we continue to invest in new technology, software expense increased by $1.3 million, or 8.90%. The increase in technology costs demonstrates our commitment to improving efficiencies and providing an excellent customer experience. Professional expense increased by $1.4 million, or 15.42%, as legal expense increased by $1.3 million or 80.7%. These increases were partially offset by a $7.6 million decrease in regulatory assessment expense, as 2023 included $9.2 million for the FDIC Special Assessment.

2023 Compared to 2022

Noninterest expense of $229.9 million for the year ended December 31, 2023 was $13.3 million higher than 2022. Year-over-year increases included $12.2 million in regulatory assessments, including the $9.2 million FDIC special assessment, and $7.6 million in salaries and employee benefits, primarily due to inflationary pressures on salaries and benefits and a $2.9 million decline in the contra expense for deferred origination costs due to fewer loan originations. Marketing and promotion expense increased over 2022 by approximately $460,000, as these expenses returned to pre-pandemic levels. As we continue to invest in new technology, software expense increased by $548,000, or 4.06%. The increase in technology costs demonstrates our commitment to improving efficiencies and providing an excellent customer experience. These increases were partially offset by a $6.0 million decrease in acquisition expense. The year-over-year decrease also included a $500,000 recapture of provision for unfunded loan commitments recorded in 2023.

Income Taxes

The Company’s effective tax rate for the year ended December 31, 2024 was 26.00%, compared with 29.80% and 28.30% for the years ended December 31, 2023 and 2022, respectively. The decrease in the effective tax rate was a result of increased investments in tax credits during 2024 and the impact on taxes in 2023 from the surrender of certain BOLI policies. During the fourth quarter and full year of 2023, our effective tax rate was impacted by more than $6 million in combined income tax expense and penalties resulting from the surrender of various BOLI policies. Our estimated annual effective tax rate also varies depending upon the level of tax-advantaged income from municipal securities and BOLI as well as available tax credits. Refer to Note 9 — Income Taxes of the notes to consolidated financial statements for more information.

The effective tax rates are below the nominal combined Federal and State tax rate as a result of tax-advantaged income from certain municipal security investments, municipal loans and leases and BOLI, as well as available tax credits for each period.

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ANALYSIS OF FINANCIAL CONDITION

Total assets of $15.15 billion at December 31, 2024 decreased by $867.3 million, or 5.41%, from total assets of $16.02 billion at December 31, 2023. Interest-earning assets of $13.53 billion at December 31, 2024, decreased by $934.2 million, or 6.46%, when compared with $14.46 billion at December 31, 2023. The decrease in interest-earning assets was primarily due to a $499.0 million decrease in investment securities, a $368.5 million decrease in total loans, and a decrease of $59.1 million in interest-earning balances due from the Federal Reserve.

Total liabilities were $12.97 billion at December 31, 2024, a decrease of $975.7 million, or 7.00%, from total liabilities of $13.94 billion at December 31, 2023. The decrease was due to a $1.57 billion decrease in borrowings partially offset by a $514.7 million increase in deposits. Total deposits increased by $514.7 million, or 4.50%, from December 31, 2023. The increase in deposits includes $300 million of brokered deposits issued in association with cash flow hedging transactions entered into in 2024. Borrowings decreased by $1.57 billion from December 31, 2023, primarily due to the payoff of $1.91 billion of BTFP advances in 2024. As of December 31, 2024, total borrowings consisted of $500 million of Federal Home Loan Bank advances, at an average cost of approximately 4.6%.

Total equity increased $108.3 million to $2.19 billion at December 31, 2024, compared to total equity of $2.08 billion at December 31, 2023. Increases to equity included $200.7 million in net earnings and an $11.5 million increase in other comprehensive income, that were partially offset by $111.9 million in cash dividends. We did not repurchase any stock in 2024. In 2023, we repurchased 791,800 shares of common stock, at an average repurchase price of $23.43, totaling $18.5 million. The Company's 2024 10b5-1 stock repurchase plan was authorized in November 2024 and allows for the repurchase of up to 10,000,000 shares of CVB common stock.

Sale-Leaseback Transactions

During the third and fourth quarters of 2024, the Bank executed sale-leaseback transactions and sold four buildings for a cumulative sale price of $47.1 million, resulting in a net pre-tax gain of $25.9 million and cash proceeds of $44.76 million. The Bank simultaneously entered into lease agreements with the respective purchasers for initial terms of 15 and 18 years. Total ROU assets and corresponding operating lease liabilities recorded were $26.8 million.

Investment Securities and BOLI

The Company maintains a portfolio of investment securities to provide interest income and to serve as a source of liquidity for its ongoing operations. We continued to shrink our investment portfolio in 2024. At December 31, 2024, total investment securities were $4.92 billion. This represented a decrease of $499.0 million, or 9.20%, from total investment securities of $5.42 billion at December 31, 2023. The decrease in investment securities was primarily due to principal payments and maturities, as well as sales of securities exceeding purchases during the year. Concurrent with the sale-leaseback transactions in the third and fourth quarters of 2024, the Bank sold AFS securities with a book value of $467 million, resulting in a net pre-tax loss of $28.3 million. At December 31, 2024, our AFS investment securities totaled $2.54 billion, inclusive of a pre-tax net unrealized loss of $447.7 million. The after-tax unrealized loss reported in AOCI on AFS investment securities was $315.4 million. This represented a decrease of $1.4 million from $316.8 million after-tax unrealized loss at December 31, 2023. The change in the net unrealized holding loss resulted primarily from fluctuations in market interest rates and from realized losses on sold securities. At December 31, 2024, total HTM investment securities of $2.38 billion declined by $84.9 million from December 31, 2023. For the years ended December 31, 2024 and 2023, sales/repayments/maturities of investment securities totaled $901.5 million and $450.3 million, respectively. The Company purchased additional investment securities totaling $430.6 million and $48.4 million for the years ended December 31, 2024 and 2023, respectively.

At December 31, 2024, the Company had $316.2 million of BOLI. The $7.5 million increase in the value of BOLI, when compared to December 31, 2023, was primarily due to increases in the cash surrender value of the policies owned.

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The tables below set forth our investment securities AFS and HTM portfolio by type for the dates presented.

December 31,
20242023
Fair ValuePercentFair ValuePercent
(Dollars in thousands)
Investment securities available-for-sale
Government agency/GSE$34,2551.35%$32,2531.09%
Mortgage-backed securities2,134,53483.97%2,507,67984.83%
CMO/REMIC351,52213.82%389,36213.17%
Municipal bonds20,3770.80%25,6350.87%
Other securities1,4270.06%1,1960.04%
Total available-for-sale securities$2,542,115100.00%$2,956,125100.00%
December 31,
20242023
Amortized CostPercentAmortized CostPercent
(Dollars in thousands)
Investment securities held-to-maturity
Government agency/GSE$514,57221.62%$530,65621.53%
Mortgage-backed securities614,38325.82%663,09026.90%
CMO/REMIC784,05932.95%802,89232.58%
Municipal bonds455,19919.13%467,97218.99%
Other securities11,4550.48%
Total held-to-maturity securities$2,379,668100.00%$2,464,610100.00%
Fair Value$1,954,345$2,082,881

The distribution of the AFS and HTM portfolios by estimated average life consist of the following as of the date presented.

December 31, 2024
One Year or LessAfter One Year Through Five YearsAfter Five Years Through Ten YearsAfter Ten YearsTotalPercent to Total
(Dollars in thousands)
Investment securities available-for-sale:
Government agency/GSE$34,255$$$$34,2551.35%
Mortgage-backed securities7,523127,0171,616,715383,2792,134,53483.97%
CMO/REMIC2,3371,507347,678351,52213.82%
Municipal bonds (1)7,12010,8622,39520,3770.80%
Other securities1,4271,4270.06%
Total$43,205$136,474$1,629,084$733,352$2,542,115100.00%
Weighted average yield:
Government agency/GSE4.90%4.90%
Mortgage-backed securities2.85%1.76%2.10%5.20%2.64%
CMO/REMIC2.82%3.12%1.51%1.52%
Municipal bonds (1)2.79%2.55%2.58%2.64%
Other securities2.33%2.33%
Total4.46%1.84%2.10%3.44%2.52%

(1)
The weighted average yield for the portfolio is not tax-equivalent. The tax equivalent yield at December 13, 2024 was 3.18%.

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December 31, 2024
One Year or LessAfter One Year Through Five YearsAfter Five Years Through Ten YearsAfter Ten YearsTotalPercent to Total
(Dollars in thousands)
Investment securities held-to-maturity:
Government agency/GSE$$$168,440$346,132$514,57221.62%
Mortgage-backed securities18,1601,66238,074556,487614,38325.82%
CMO/REMIC784,059784,05932.95%
Municipal bonds (1)2,39642,888112,027297,888455,19919.13%
Other securities11,45511,4550.48%
Total$20,556$44,550$318,541$1,996,021$2,379,668100.00%
Weighted average yield:
Government agency/GSE1.55%1.93%1.80%
Mortgage-backed securities1.83%2.51%2.88%2.43%2.44%
CMO/REMIC1.88%1.88%
Municipal bonds (1)2.54%2.60%2.40%2.76%2.66%
Other securities8.58%8.58%
Total1.91%2.59%2.01%2.21%2.19%

(1)
The weighted average yield for the portfolio is not tax-equivalent. The tax equivalent yield at December 31, 2024 was 2.77%.

The maturity of each security category is defined as the contractual maturity except for the categories of mortgage-backed securities and CMO/REMIC whose maturities are defined as the estimated average life. The final maturity of mortgage-backed securities and CMO/REMIC will differ from their contractual maturities because the underlying mortgages have the right to repay such obligations without penalty. The speed at which the underlying mortgages repay is influenced by many factors, one of which is interest rates. Mortgages tend to repay faster as interest rates fall and slower as interest rate rise. This will either shorten or extend the estimated average life. Also, the yield on mortgage-backed securities and CMO/REMIC are affected by the speed at which the underlying mortgages repay. This is caused by the change in the amount of amortization of premiums or accretion of discounts of each security as repayments increase or decrease. The Company obtains the estimated average life of each security from independent third parties.

The weighted-average yield on the total investment portfolio at December 31, 2024 was 2.36% with a weighted-average life of 7.2 years. This compares to a weighted-average yield of 2.16% at December 31, 2023 with a weighted-average life of 6.7 years. The weighted average life is the average number of years that each dollar of unpaid principal due remains outstanding. Average life is computed as the weighted-average time to the receipt of all future cash flows, using as the weights the dollar amounts of the principal pay-downs.

Approximately 90% of the securities in the total investment portfolio, at December 31, 2024, are issued by the U.S. government or U.S. government-sponsored enterprises, with the implied guarantee of payment of principal and interest. The remaining securities are predominately AA or better general-obligation municipal bonds. As of December 31, 2024, approximately $27.1 million in U.S. government agency bonds are callable. The Agency CMO/REMIC are backed by agency-pooled collateral. Municipal bonds, which represented approximately 10% of the total investment portfolio, are predominately AA or higher rated securities.

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Municipal securities held by the Company are issued by various states and their various local municipalities. The following tables present municipal securities by the top holdings by state as of the dates presented.

December 31, 2024
Amortized CostPercent of TotalFair ValuePercent of Total
(Dollars in thousands)
Municipal Securities available-for-sale:
Minnesota$7,81635.9%$7,23435.6%
Connecticut5,60225.8%5,36926.3%
Massachusetts3,69417.0%3,38516.6%
Maine1,4906.8%1,3506.6%
Wisconsin1,1665.4%1,1145.5%
Iowa1,1155.1%1,0255.0%
California8724.0%9004.4%
Total$21,755100.0%$20,377100.0%
Municipal Securities held-to-maturity:
Minnesota$41,0699.0%$38,3599.2%
Massachusetts25,5655.6%23,8375.7%
Texas78,01817.1%72,09917.3%
California46,20910.2%41,81310.0%
Connecticut7,3801.6%6,6351.6%
Wisconsin13,4232.9%12,8613.1%
All other states (27 states)243,53553.6%220,72853.1%
Total$455,199100.0%$416,332100.0%
December 31, 2023
Amortized CostPercent of TotalFair ValuePercent of Total
(Dollars in thousands)
Municipal Securities available-for-sale:
Minnesota$11,01841.6%$10,52641.1%
Connecticut5,61121.2%5,58721.8%
Massachusetts4,13715.6%3,99315.6%
Maine1,4945.6%1,4245.6%
Wisconsin1,1684.4%1,1364.4%
Iowa1,1154.2%1,0794.2%
All other states (2 states)1,9337.4%1,8897.3%
Total$26,476100.0%$25,634100.0%
Municipal Securities held-to-maturity:
Texas$78,44516.8%$74,00216.9%
California46,4019.9%42,6309.7%
Minnesota45,1689.7%43,78410.0%
Ohio29,8206.4%27,4986.3%
Washington28,6196.1%25,3065.8%
Massachusetts26,3645.6%25,4635.8%
All other states (27 states)213,15445.5%199,12245.5%
Total$467,971100.0%$437,805100.0%

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The following tables present the Company’s available-for-sale investment securities, by investment category, in an unrealized loss position for which an allowance for credit losses has not been recorded as of December 31, 2024 and December 31, 2023.

December 31, 2024
Less Than 12 Months12 Months or LongerTotal
Fair ValueGross Unrealized Holding LossesFair ValueGross Unrealized Holding LossesFair ValueGross Unrealized Holding Losses
(Dollars in thousands)
Investment securities available-for-sale:
Mortgage-backed securities$204,428$(700)$1,757,066$(325,677)$1,961,494$(326,377)
CMO/REMIC1351,521(120,399)351,522(120,399)
Municipal bonds3,215(155)16,262(1,250)19,477(1,405)
Total available-for-sale securities$207,644$(855)$2,124,849$(447,326)$2,332,493$(448,181)
Investment securities held-to-maturity:
Government agency/GSE$$$408,257$(106,315)$408,257$(106,315)
Mortgage-backed securities2,072(42)502,292(109,978)504,364(110,020)
CMO/REMIC613,937(170,121)613,937(170,121)
Municipal bonds63,668(1,067)286,868(38,958)350,536(40,025)
Total held-to-maturity securities$65,740$(1,109)$1,811,354$(425,372)$1,877,094$(426,481)
December 31, 2023
Less Than 12 Months12 Months or LongerTotal
Fair ValueGross Unrealized Holding LossesFair ValueGross Unrealized Holding LossesFair ValueGross Unrealized Holding Losses
(Dollars in thousands)
Investment securities available-for-sale:
Government agency/GSE$$$$$$
Mortgage-backed securities482,506,162(336,107)2,506,210(336,107)
CMO/REMIC389,359(112,872)389,359(112,872)
Municipal bonds3,286(17)18,105(871)21,391(888)
Total available-for-sale securities$3,334$(17)$2,913,626$(449,850)$2,916,960$(449,867)
Investment securities held-to-maturity:
Government agency/GSE$$$432,684$(97,972)$432,684$(97,972)
Mortgage-backed securities565,655(97,436)565,655(97,436)
CMO/REMIC646,737(156,155)646,737(156,155)
Municipal bonds20,609(200)293,467(33,404)314,076(33,604)
Total held-to-maturity securities$20,609$(200)$1,938,543$(384,967)$1,959,152$(385,167)

Once it is determined that a credit loss has occurred, an allowance for credit losses is established on our available-for-sale and held-to-maturity securities. Management determined that credit losses did not exist for securities in an unrealized loss position as of December 31, 2024 and 2023.

Refer to Note 4 – Investment Securities of the notes to the consolidated financial statements of this report for additional information on our investment securities portfolio.

Loans

Total loans and leases, at amortized cost, of $8.54 billion at December 31, 2024, decreased by $368.5 million, or 4.14%, from $8.90 billion at December 31, 2023. Loan growth continues to be impacted by a slowdown in loan demand. The $368.5 million decrease included $277.1 million in commercial real estate loans, $50.7 million in construction loans and $44.7 million in commercial and industrial loans.

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Total loans, at amortized cost, comprised 63.10% of our total earning assets as of December 31, 2024. The following table presents our loan portfolio by type as of the dates presented.

Distribution of Loan Portfolio by Type

December 31,
20242023202220212020
(Dollars in thousands)
Commercial real estate$6,507,452$6,784,505$6,884,948$5,789,730$5,501,509
Construction16,08266,73488,27162,26485,145
SBA273,013270,619290,908288,600303,896
SBA - PPP7742,7369,087186,585882,986
Commercial and industrial925,178969,895948,683813,063812,062
Dairy & livestock and agribusiness419,904412,891433,564386,219361,146
Municipal lease finance receivables66,11473,59081,12645,93345,547
SFR mortgage269,172269,868266,024240,654270,511
Consumer and other loans58,74354,07276,78174,66586,006
Total loans, at amortized cost8,536,4328,904,9109,079,3927,887,7138,348,808
Less: Allowance for credit losses(80,122)(86,842)(85,117)(65,019)(93,692)
Total loans and lease finance receivables, net$8,456,310$8,818,068$8,994,275$7,822,694$8,255,116

As of December 31, 2024, $449.8 million, or 6.91% of the total commercial real estate loans included loans secured by farmland, compared to $497.7 million, or 7.34%, at December 31, 2023. The loans secured by farmland included $109.1 million for loans secured by dairy & livestock land and $340.7 million for loans secured by agricultural land at December 31, 2024, compared to $122.4 million for loans secured by dairy & livestock land and $375.3 million for loans secured by agricultural land at December 31, 2023. As of December 31, 2024, dairy & livestock and agribusiness loans of $419.9 million were comprised of $385.3 million for dairy & livestock loans and $34.6 million for agribusiness loans, compared to $374.9 million of dairy & livestock loans and $38.0 million for agribusiness loans at December 31, 2023.

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

As of December 31, 2024, the Company had $204.5 million of total SBA 504 loans. SBA 504 loans include term loans to finance capital expenditures and for the purchase of commercial real estate. Initially the Bank provides two separate loans to the borrower representing a first 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% of the acquisition costs. The Bank retains the first lien loan for its term and sells the second lien loan to the SBA subordinated debenture program. A majority of the Bank’s 504 loans are granted for the purpose of commercial real estate acquisition. As of December 31, 2024, the Company had $68.5 million of total SBA 7(a) loans that include a guarantee of payment from the SBA (typically 75% of the loan amount, but up to 90% in certain cases) in the event of default. The SBA 7(a) loans include revolving lines of credit (SBA Express) and term loans of up to ten (10) years to finance long-term working capital requirements, capital expenditures, and/or for the purchase or refinance of commercial real estate.

As an active participant in the SBA’s Paycheck Protection Program, we originated during 2020 approximately 4,100 PPP loans totaling $1.10 billion in round one and originated approximately 1,900 PPP loans totaling $420 million in round two. As of December 31, 2024, the remaining outstanding balance of PPP loans totaled $0.8 million.

As of December 31, 2024, the Company had $16.1 million in construction loans. This represented 0.19% of total held-for-investment loans at amortized cost. Our construction loans are located throughout our California market footprint and the majority consist of commercial land development and construction projects. There were no nonperforming construction loans at December 31, 2024.

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Our loan portfolio is geographically disbursed throughout our marketplace. The following is the breakdown of our total held-for-investment commercial real estate loans, by region as of December 31, 2024.

December 31, 2024
Total LoansCommercial Real Estate Loans
(Dollars in thousands)
Los Angeles County$3,054,16935.8%$2,241,41534.4%
Central Valley and Sacramento2,036,46823.8%1,545,83623.7%
Orange County1,158,62113.6%698,54910.7%
Inland Empire982,60011.5%875,65413.5%
Central Coast460,2675.4%394,7816.1%
San Diego327,8423.8%329,6975.1%
Other California152,3011.8%95,6241.5%
Out of State364,1644.3%325,8965.0%
$8,536,432100.0%$6,507,452100.0%

The table below breaks down our commercial real estate portfolio by property type.

December 31, 2024
Loan BalancePercentPercent Owner- Occupied (1)Average Loan Balance
Commercial real estate:(Dollars in thousands)
Industrial$2,217,20334.1%47.9%$1,621
Office1,039,50216.0%27.0%1,666
Retail887,52613.6%11.2%1,704
Multi-family811,70112.5%0.5%1,570
Secured by farmland (2)449,7716.9%98.7%1,460
Medical300,9874.6%33.3%1,454
Other (3)800,76212.3%42.4%1,745
Total commercial real estate$6,507,452100.0%35.8%$1,625

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

(2)
The loans secured by farmland included $109.1 million for loans secured by dairy & livestock land and $340.6 million for loans secured by agricultural land at December 31, 2024.

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

At December 31, 2024, commercial real estate loans on office properties totaled $1.04 billion, or approximately 16.0% of total commercial real estate loans. At origination, these loans on office properties were underwritten with loan-to-values averaging approximately 55%. Approximately 37% of these loans were originated prior to 2020. The average loan size for office loans was approximately $1.7 million and 87% of these loans have a balance of $10 million or less.

At December 31, 2024, commercial real estate loans on retail properties totaled $887.5 million, or approximately 13.6% of total commercial real estate loans. At origination, these loans on retail properties were underwritten with loan-to-values averaging approximately 47%. Approximately 37% of these loans were originated prior to 2020.

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The table below provides the maturity distribution for held-for-investment total gross loans as of December 31, 2024. The loan amounts are based on contractual maturities although the borrowers have the ability to prepay the loans. Amounts are also classified according to repricing opportunities or rate sensitivity.

Loan Maturities and Interest Rate Category

Within One YearAfter One But Within Five YearsAfter Five YearsTotal
(Dollars in thousands)
Loan Portfolio by Type:
Commercial real estate$312,596$2,058,857$4,135,999$6,507,452
Construction16,08216,082
SBA9,52830,534232,951273,013
SBA - PPP626148774
Commercial and industrial342,827374,659207,692925,178
Dairy & livestock and agribusiness380,82038,877207419,904
Municipal lease finance receivables9799,05956,07666,114
SFR mortgage13,209265,962269,172
Consumer and other loans9,66611,72537,35258,743
Total gross loans$1,073,125$2,527,068$4,936,239$8,536,432
Amount of Loans based upon:
Fixed Rates$278,034$1,866,169$3,204,060$5,348,263
Floating or adjustable rates795,091660,8991,732,1793,188,169
Total loans, at amortized cost$1,073,125$2,527,068$4,936,239$8,536,432

As a normal practice in extending credit for commercial and industrial purposes, we may accept trust deeds on real property as collateral. In some cases, when the primary source of repayment for the loan is anticipated to come from the cash flow from normal operations of the borrower, and real property has been taken as collateral, the real property is considered a secondary source of repayment for the loan. Since we lend primarily in Southern and Central California, our real estate loan collateral is concentrated in this region.

Nonperforming Assets

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

December 31,
20242023202220212020
(Dollars in thousands)
Nonaccrual loans$27,795$21,302$4,930$6,893$14,347
Loans past due 90 days or more and still accruing interest
Nonperforming modified loans / troubled debt restructured loans (TDRs)
Total nonperforming loans27,79521,3024,9306,89314,347
OREO, net19,3033,392
Total nonperforming assets$47,098$21,302$4,930$6,893$17,739
Modified loans / Performing TDRs$6,467$9,460$7,817$5,293$2,159
Total nonperforming loans and performing modified loans/TDRs$34,262$30,762$12,747$12,186$16,506
Percentage of nonperforming loans and performing modified loans/TDRs to total loans, at amortized cost0.40%0.35%0.14%0.15%0.20%
Percentage of nonperforming assets to total loans, at amortized cost, and OREO0.55%0.24%0.05%0.09%0.21%
Percentage of nonperforming assets to total assets0.31%0.13%0.03%0.04%0.12%

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Modifications of Loans to Borrowers Experiencing Financial Difficulty

The Company adopted Accounting Standards Update 2022-02, Financial Instruments - Credit Losses (Topic 326) Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”) effective January 1, 2023. The amendments in ASU 2022-02 eliminated the recognition and measurement of TDRs and enhanced disclosures for loan modifications to borrowers experiencing financial difficulty.

The table below reflects the loans by type made to borrowers experiencing financial difficulty that were modified in the years ended December 31, 2024 and December 31, 2023, and the cost basis of the loans as of December 31, 2024 and December 31, 2023.

Loan TypeTerm ExtensionCombination-Term Extension and Interest Rate Reduction
Amortized Cost Basis% of Total Class of Financing ReceivablesAmortized Cost Basis% of Total Class of Financing Receivables
December 31, 2024
Commercial real estate loans$2,1800.03%$6830.01%
Commercial and industrial2,8040.03%0.00%
Dairy & livestock and agribusiness8000.01%0.00%
Total$5,784$683
December 31, 2023
Commercial real estate loans$2,5500.03%$6880.01%
Commercial and industrial1,3050.01%2780.00%
Dairy & livestock and agribusiness4,6390.05%0.00%
Total$8,494$966

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The following table describes the financial effect of the loan modifications made to borrowers experiencing financial difficulty for the years ended December 31, 2024 and December 31, 2023.

Loan TypeFinancial Effect
Term ExtensionCombination-Term Extension and Interest Rate Reduction
December 31, 2024
Commercial real estate loansAdded a weighted-average 1.7 years to the life of loans, which reduced monthly payment amounts for the borrowers.Added a weighted-average 7.6 years to the life of loans, which reduced monthly payment amounts for the borrowers; reduced weighted-average contractual interest rate from 10.00% to 7.25%.
Commercial and industrialAdded a weighted-average 1.2 years to the life of loans, which reduced monthly payment amounts for the borrowers.
Dairy & livestock and agribusinessAdded a weighted-average 0.9 years to the life of loans, which reduced monthly payment amounts for the borrowers.
December 31, 2023
Commercial real estate loansAdded a weighted-average 1.0 years to the life of loans, which reduced monthly payment amounts for the borrowers.Added a weighted-average 7.6 years to the life of loans, which reduced monthly payment amounts for the borrowers; reduced weighted-average contractual interest rate from 10% to 7.25%.
Commercial and industrialAdded a weighted-average 0.3 years to the life of loans, which reduced monthly payment amounts for the borrowers.Added a weighted-average 2.0 years to the life of loans, which reduced monthly payment amounts for the borrowers; reduced weighted-average contractual interest rate from 10% to 7.75%.
Dairy & livestock and agribusinessAdded a weighted-average 0.5 years to the life of loans, which reduced monthly payment amounts for the borrowers.

As of December 31, 2024 and December 31, 2023, the Company did not have any loans made to borrowers experiencing financial difficulty that were modified on or after January 1, 2023, that subsequently defaulted. Payment default is defined as movement to nonaccrual (nonperforming) status, foreclosure or charge-off, whichever occurs first.

The following table presents as of December 31, 2024, the recorded investment in, and the aging of, past due loans at amortized cost (including nonaccrual loans), by type of loans, made to borrowers experiencing financial difficulty that were modified on or after January 1, 2023, the date we adopted ASU 2022-02.

Payment Status (amortized cost basis)
Current30-89 Days Past Due90+ Days Past Due
(Dollars in thousands)
Commercial real estate loans$2,863$$
Commercial and industrial2,804
Dairy & livestock and agribusiness800
SFR mortgage loans
Consumer and other loans
Total$6,467$$

At December 31, 2024 and December 31, 2023, there was no ACL allocated to modified loans to borrowers experiencing financial difficulty under the ASU 2022-02. Impairment amounts identified are typically charged off against the

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allowance at the time the loan is considered uncollectible. There were no charge-offs on modified loans to borrowers experiencing financial difficulty during the years ending December 31, 2024 and December 31, 2023.

Nonperforming Assets and Delinquencies

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

December 31, 2024September 30, 2024June 30, 2024March 31, 2024December 31, 2023
(Dollars in thousands)
Nonperforming loans:
Commercial real estate$25,866$18,794$21,908$10,661$15,440
Construction
SBA1,52915133754969
Commercial and industrial3402,8252,7122,7274,509
Dairy & livestock and agribusiness601436060
SFR mortgage308324
Consumer and other loans
Total$27,795$21,913$24,957$13,810$21,302
% of Total loans0.33%0.26%0.29%0.16%0.24%
Past due 30-89 days (accruing):
Commercial real estate$$30,701$43$19,781$300
Construction
SBA88408108
Commercial and industrial39964103612
Dairy & livestock and agribusiness
SFR mortgage201
Consumer and other loans18
Total$487$30,765$146$20,195$639
% of Total loans0.01%0.36%0.00%0.23%0.01%
OREO:
Commercial real estate$18,656$$$$
SBA
SFR mortgage647647647647
Total$19,303$647$647$647$
Total nonperforming, past due, and OREO$47,585$53,325$25,750$34,652$21,941
% of Total loans0.25%0.62%0.30%0.40%0.25%
Classified Loans$89,549$124,606$124,728$103,080$102,197

Nonperforming loans, defined as nonaccrual loans, including modified loans on nonaccrual, and loans past due 90 days or more and still accruing interest, were $27.8 million at December 31, 2024, or 0.33% of total loans. This compares to nonperforming loans of $21.3 million, or 0.24% of total loans, at December 31, 2023. The $6.5 million increase in nonperforming loans was primarily due a $10.4 million increase in nonperforming commercial real estate loans, which was due to the addition of two new nonperforming loans, which was partially offset by a decrease of $4.2 million in nonperforming commercial and industrial loans. Classified loans are loans that are graded “substandard” or worse. Classified loans of $89.5 million decreased $35.1 million quarter-over-quarter, primarily due to a $24.6 million decrease in classified commercial real estate loans and a $10.8 million decrease in classified dairy & livestock and agribusiness loans. Classified loans as a percentage of total loans was 1.05% at December 31, 2024, compared to 1.45% at September 30, 2024 and 1.15% at December 31, 2023.

At December 31, 2024 we had four OREO properties totaling $19.3 million which were all additions to OREO in the year ended December 31, 2024, consisting of three commercial real estate properties and one single-family residential property. At December 31, 2023, we had no OREO properties.

Changes in economic and business conditions have had an impact on our market area and on our loan portfolio. We continually monitor these conditions in determining our estimates of needed reserves. However, we cannot predict the extent to which the deterioration in general economic conditions, real estate values, changes in general rates of interest and changes

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in the financial conditions or business of a borrower may adversely affect a specific borrower’s ability to pay or the value of our collateral. See “Risk Management – Credit Risk Management” included herein.

Allowance for Credit Losses

The allowance for credit losses totaled $80.1 million as of December 31, 2024, compared to $86.8 million as of December 31, 2023. Our allowance for credit losses at December 31, 2024 was 0.94% of total loans, compared to 0.98% at December 31, 2023. The ACL decreased by $6.7 million for 2024, including $3.0 million recapture of provision for credit losses. The ACL increased by $1.7 million for 2023, including $2.0 million in provision for credit losses. The ACL increased by $20.1 million for 2022 compared to December 31, 2021, including $8.6 million for the acquired Suncrest PCD loans and $10.6 million in provision for credit losses for 2022. Net charge-offs were $3.7 million for 2024, which compares with net charge-offs of $275,000 for 2023.

The allowance for credit losses as of December 31, 2024 is based upon lifetime loss rate models developed from an estimation framework that uses historical lifetime loss experiences to derive loss rates at a collective pool level. We measure the expected credit losses on a collective (pooled) basis for those loans that share similar risk characteristics. We have three collective loan pools: Commercial Real Estate, Commercial and Industrial, and Consumer. Our ACL amounts are largely driven by portfolio characteristics, including loss history and various risk attributes, and the economic outlook for certain macroeconomic variables. The allowance for credit loss is sensitive to both changes in these portfolio characteristics and the forecast of macroeconomic variables. Risk attributes for commercial real estate loans include original loan to value ratios, origination year, loan seasoning, and macroeconomic variables that include GDP growth, commercial real estate price index and unemployment rate. Risk attributes for commercial and industrial loans include internal risk ratings, borrower industry sector, loan credit spreads and macroeconomic variables that include unemployment rate and BBB spread. The macroeconomic variables for Consumer include unemployment rate and GDP. The Commercial Real Estate methodology is applied over commercial real estate loans, a portion of construction loans, and a portion of Small Business Administration (“SBA”) loans. The Commercial and Industrial methodology is applied over a substantial portion of the Company’s commercial and industrial loans, all dairy & livestock and agribusiness loans, municipal lease receivables, as well as the remaining portion of SBA loans (excluding PPP loans). The Consumer methodology is applied to SFR mortgage loans, consumer loans, as well as the remaining construction loans. In addition to determining the quantitative life of loan loss rate to be applied against the portfolio segments, management reviews current conditions and forecasts to determine whether adjustments are needed to ensure that the life of loan loss rates reflect both the current state of the portfolio, and expectations for macroeconomic changes.

Our economic forecast continues to be a blend of multiple forecasts produced by Moody’s. The baseline forecast continues to represent the largest weighting in our multi-weighted forecast scenario, with both upside and downside risks weighted among multiple forecasts. The resulting economic forecast reflects GDP growing at slower rate than 2024, with GDP growth forecasted below 2% for 2025 through 2027. Commercial Real Estate values are forecasted to continue their decline in 2025, with appreciation starting in 2027. Unemployment is forecasted to rise above 5% in 2025 and remains over 5% until 2028.

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The table below presents a summary of charge-offs and recoveries by type, the provision for credit losses on loans, and the resulting allowance for credit losses for the periods presented.

Year Ended December 31,
20242023202220212020
(Dollars in thousands)
Allowance for credit losses at beginning of period$86,842$85,117$65,019$93,692$68,660
Impact of adopting ASU 2016-131,840
Charge-offs:
Commercial real estate(2,258)
Construction
SBA(165)(288)(127)(223)(362)
Commercial and industrial(1,981)(109)(66)(3,019)(195)
Dairy & livestock and agribusiness(118)
SFR mortgage
Consumer and other loans(4)(8)(4)(11)(109)
Total charge-offs(4,408)(405)(197)(3,371)(666)
Recoveries:
Commercial real estate68
Construction6712125811
SBA128731072372
Commercial and industrial424145031210
Dairy & livestock and agribusiness31468
SFR mortgage79206
Consumer and other loans12659
Total recoveries6881301,090198358
Net (charged-offs) recoveries(3,720)(275)893(3,173)(308)
Initial ACL for PCD loans at acquisition8,605
Provision recorded at acquisition4,932
(Recapture of) provision for credit losses(3,000)2,0005,668(25,500)23,500
Allowance for credit losses at end of period$80,122$86,842$85,117$65,019$93,692
Summary of reserve for unfunded loan commitments:
Reserve for unfunded loan commitments at beginning of period$7,500$8,000$8,000$9,000$8,959
Impact of adopting ASU 2016-1341
(Recapture of) provision for unfunded loan commitments(1,250)(500)(1,000)
Reserve for unfunded loan commitments at end of period$6,250$7,500$8,000$8,000$9,000
Reserve for unfunded loan commitments to total unfunded loan commitments0.35%0.43%0.46%0.49%0.54%
Amount of total loans at end of period (1)$8,536,432$8,904,910$9,079,392$7,887,713$8,348,808
Average total loans outstanding (1)$8,670,420$8,893,335$8,676,820$8,065,877$8,066,483
Net (charge-offs) recoveries to average total loans(0.04)%(0.00)%0.01%(0.04)%(0.00)%
Net (charge-offs) recoveries to total loans at end of period(0.04)%(0.00)%0.01%(0.04)%(0.00)%
Allowance for credit losses to average total loans0.92%0.98%0.98%0.81%1.16%
Allowance for credit losses to total loans at end of period0.94%0.98%0.94%0.82%1.12%
Net (charge-offs) recoveries to allowance for credit losses(4.64)%(0.32)%1.05%(4.88)%(0.33)%
Net (charge-offs) recoveries to (recapture of) provision for credit losses124.00%(13.75)%8.42%12.44%(1.31)%

(1)
Net of deferred loan origination fees, costs and discounts (amortized cost).

The Bank’s ACL methodology also produced an allowance of $6.3 million for our off-balance sheet credit exposures as of December 31, 2024, compared to $7.5 million as of December 31, 2023.

While we believe that the allowance at December 31, 2024 was appropriate to absorb losses from known or inherent risks in the portfolio, no assurance can be given that future economic conditions, interest rate fluctuations, conditions of our borrowers (including fraudulent activity), or natural disasters, which adversely affect our service areas or other circumstances or conditions, including those defined above, will not be reflected in increased provisions for credit losses in the future.

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

The following table provides a summary of the allocation of the allowance for credit losses by loan type at the dates indicated for total loans. The allocations presented should not be interpreted as an indication that loans charged to the allowance for credit losses will occur in these amounts or proportions.

Allowance for Credit Losses by Loan Type

December 31,
20242023202220212020
Allowance AmountLoans as % of Total LoansAllowance AmountLoans as % of Total LoansAllowance AmountLoans as % of Total LoansAllowance AmountLoans as % of Total LoansAllowance AmountLoans as % of Total Loans
(Dollars in thousands)
Commercial real estate$66,23776.2%$69,46676.2%$64,80675.8%$50,95073.4%$75,43965.9%
Construction3120.2%1,2770.8%1,7021.0%7650.8%1,9341.0%
SBA2,6293.2%2,6793.0%2,8093.2%2,6683.6%2,9923.6%
SBA - PPP0.1%2.4%10.6%
Commercial and industrial6,09310.8%9,11610.9%10,20610.5%6,66910.3%7,1429.7%
Dairy & livestock and agribusiness3,6104.9%3,0984.7%4,4004.8%3,0664.9%3,9494.4%
Municipal lease finance receivables2050.8%2100.8%2960.9%1000.6%740.5%
SFR mortgage4243.2%5353.0%3662.9%1883.1%3673.2%
Consumer and other loans6120.7%4610.6%5320.8%6130.9%1,7951.1%
Total$80,122100.0%$86,842100.0%$85,117100.0%$65,019100.0%$93,692100.0%

The ACL/Total Loan Coverage Ratio as of December 31, 2024 decreased to 0.94%, compared to 0.98% as of December 31, 2023.

Deposits

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

Total deposits were $11.95 billion at December 31, 2024. This represented an increase of $514.7 million, or 4.50%, from total deposits of $11.43 billion at December 31, 2023. This increase was partially due to a $300 million increase in brokered deposits in 2024.

The average balance of deposits by category and the average effective interest rates paid on deposits is summarized for the periods presented in the table below.

Year Ended December 31,
202420232022
Average
BalanceRateBalanceRateBalanceRate
(Dollars in thousands)
Noninterest-bearing deposits$7,144,129$7,793,336$8,839,577
Interest-bearing deposits
Investment checking527,9220.22%623,8500.19%747,9440.06%
Money market3,172,4632.65%3,202,4171.49%3,509,7500.17%
Savings443,0680.06%514,2620.05%608,8090.05%
Time deposits635,7283.14%304,0530.83%358,5780.07%
Total deposits$11,923,310$12,437,918$14,064,658

The amount of noninterest-bearing deposits in relation to total deposits is an integral element in our strategy of seeking to achieve a low cost of funds. Average noninterest-bearing deposits were $7.14 billion for 2024, representing a decrease of $649.21 million, or 8.33%, from average noninterest-bearing deposits of $7.79 billion for 2023. Average

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noninterest-bearing deposits represented 59.92% of total average deposits for 2024, compared to 62.66% of total average deposits for 2023.

Average savings deposits, which include savings, interest-bearing demand, and money market accounts, were $4.14 billion for 2024, representing a decrease of $197 million, or 4.54%, from average savings deposits of $4.34 billion for 2023.

Average time deposits totaled $635.7 million for 2024, representing an increase of $331.7 million, or 109.08%, from total average time deposits of $304.1 million for 2023.

Our deposits are primarily relationship based core deposits and customer repurchase agreements ("repos"). We had $300 million of brokered deposits at the end of 2024 and none at the end of 2023, which accounted for the majority of the growth in time deposits. Our core customer deposits consist of 72% of business deposits and 28% consisting of consumer deposits, primarily the owners and employees of our business customers. The largest percentage of our deposits, 39%, are analyzed business accounts, which represent customer operating accounts that generally utilize a wide array of treasury management products. As most of our business customers need to operate with more than $250,000 in their operating account, we have a significant percentage of deposits that are uninsured. As of December 31, 2024, 45% of our total deposits and customer repos were uncollateralized and uninsured.

Our customer deposit relationships represent long tenured customers representing a diverse set of industries. The industry classification with the largest concentration is construction, which represented approximately 8% of our deposits at December 31, 2024. Overall, there are 14 different industry classifications that represent 2% or more of our deposits as of December 31, 2024. Our depositors have typically banked with us for many years. As of December 31, 2024, 47% of our deposit relationships have banked with us more than 10 years and 77% of our deposit relationships have been with us for three or more years.

Total deposits and customer repos were $12.21 billion at December 31, 2024, a $505.0 million, or 4.31%, increase from December 31, 2023. The unprecedented increase in short-term interest rates impacted the mix of our deposits. Overall, we have experienced a decline in noninterest-bearing deposit levels and an increase in interest-bearing deposit levels due to the impact of higher interest rates that has led to deposits moving to higher yielding alternatives, such as our money market and time deposit products. We also experienced noninterest-bearing deposits being transferred from the Bank’s balance sheet by customers to be invested by CitizensTrust in higher yielding instruments such as United States treasury notes or bonds.

The following table provides the remaining maturities of large denomination ($250,000 or more) time deposits, including public funds, at December 31, 2024.

Maturity Distribution of Large Denomination Time Deposits

December 31, 2024
(Dollars in thousands)
3 months or less$68,755
Over 3 months through 6 months13,227
Over 6 months through 12 months16,869
Over 12 months3,361
Total$102,212

Time deposits totaled $573.6 million at December 31, 2024, representing an increase of $177.2 million, or 44.70%, from total time deposits of $396.4 million at December 31, 2023.

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Borrowings

The following table summarizes information about our term FHLB advances, repurchase agreements and other borrowings outstanding for the periods presented.

Repurchase AgreementsFHLBBTFPTotal
(Dollars in thousands)
At December 31, 2024
Amount outstanding$261,887$500,000$$761,887
Weighted-average interest rate0.72%4.55%3.23%
Year ended December 31, 2024
Highest amount at month-end$461,761$500,000$1,995,000$2,956,761
Daily-average amount outstanding$354,432$326,503$1,187,856$1,868,791
Weighted-average interest rate1.33%4.62%4.79%4.10%
At December 31, 2023
Amount outstanding$271,642$160,000$1,910,000$2,341,642
Weighted-average interest rate0.29%5.70%4.78%4.32%
Year ended December 31, 2023
Highest amount at month-end$525,585$1,405,000$1,910,000$3,840,585
Daily-average amount outstanding$421,112$665,488$686,611$1,773,211
Weighted-average interest rate0.21%5.11%4.65%3.77%
At December 31, 2022
Amount outstanding$565,431$995,000$$1,560,431
Weighted-average interest rate0.11%4.65%3.01%
Year ended December 31, 2022
Highest amount at month-end$650,358$995,000$$1,645,358
Daily-average amount outstanding$573,307$40,655$$613,962
Weighted-average interest rate0.09%4.48%0.38%

At December 31, 2024, our borrowings were $761.9 million and included $261.9 million of repurchase agreements and $500.0 million in FHLB advances, at an average cost of approximately 4.6%. At December 31, 2023, our borrowings were $2.34 billion and included $271.6 million in repurchase agreements, $2.07 billion in borrowings including $1.91 billion of one-year advances from the Federal Reserve's BTFP at an average cost of 4.78% and $160 million of short-term FHLB advances, at an average cost of approximately 5.70%. Refer to Note 11 — Borrowings of the notes to the consolidated financial statements for a more detailed discussion.

We offer a repurchase agreement product to our deposit 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 December 31, 2024, total funds borrowed under these agreements were $261.9 million with a weighted average interest rate of 0.72%, compared to $271.6 million with a weighted average interest rate of 0.29% as of December 31, 2023.

At December 31, 2024, loans with a carrying value of $4.44 billion were pledged to secure available lines of credit from the FHLB and the Federal Reserve Bank. As of December 31, 2024, the Bank had unused borrowing capacity at the FHLB of $4.17 billion.

At December 31, 2024, investment securities with carrying values of $2.79 billion were pledged to secure various types of deposits, including $1.18 billion of public funds, $315 million for repurchase agreements, and for other purposes as required or permitted by law. In addition, investment securities with carrying values of $1.63 billion were pledged for unused borrowing capacity.

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Aggregate Contractual Obligations

The following table summarizes the aggregate contractual obligations as of December 31, 2024.

Maturity by Period
TotalLess Than One YearOne Year Through Three YearsFour Years Through Five YearsOver Five Years
(Dollars in thousands)
Deposits (1)$11,948,381$11,937,063$9,792$1,243$283
Customer repurchase agreements (1)261,887261,887
Other borrowings500,000500,000
Deferred compensation22,9095751,1521,15020,032
Operating leases69,64010,11416,75910,09732,670
Equity investments45,80936,9327,3823911,104
Total$12,848,626$12,246,571$535,085$12,881$54,089

(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.

Other borrowings represent amounts due for FHLB advances based on their contractual maturity dates.

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 and retired employees under our deferred compensation plans.

Operating leases represent the total minimum lease payments due under non-cancelable operating leases. Refer to Note 21 — Leases of the notes to the consolidated financial statements for a more detailed discussion about leases.

Equity investments represent commitments to contribute capital to LIHTC and other CRA-related investment partnerships.

Off-Balance Sheet Arrangements

The following table summarizes the off-balance sheet items at December 31, 2024.

Maturity by Period
TotalLess Than One YearOne Year to Three YearsFour Years to Five YearsAfter Five Years
(Dollars in thousands)
Commitment to extend credit:
Commercial real estate$393,384$84,724$191,086$91,106$26,468
Construction39,05836,7942,264
SBA659659
Commercial and industrial993,878823,834135,2143,70631,124
Dairy & livestock and agribusiness (1)172,978151,94121,037
Municipal lease finance receivables270270
SFR Mortgage1,4371,437
Consumer and other loans120,7489,0759,9482,60599,120
Total commitment to extend credit1,722,4121,106,368359,54997,417159,078
Obligations under letters of credit60,03244,10615,70820018
Total$1,782,444$1,150,474$375,257$97,617$159,096

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(1)
Total commitments to extend credit to agribusiness were $15.6 million at December 31, 2024.

As of December 31, 2024, we had commitments to extend credit of approximately $1.72 billion, and obligations under letters of credit of $60.0 million. Commitments to extend credit are agreements to lend to customers, provided there is no violation of any material condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Commitments are generally variable rate, and many of these commitments are expected to expire without being drawn upon. As such, the total commitment amounts do not necessarily represent future cash requirements. We use the same credit underwriting policies in granting or accepting such commitments or contingent obligations as we do for on-balance sheet instruments, which consist of evaluating customers’ creditworthiness individually. As of December 31, 2024 and December 31, 2023, the balance in the reserve for unfunded loan commitments was $6.3 million and $7.5 million, respectively, and was included in other liabilities. There was $1.25 million of recapture of provision for unfunded loan commitments for the year ended December 31, 2024. There was $0.50 million of recapture of provision for unfunded loan commitments for the year ended December 31, 2023.

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

Capital Resources

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

Total equity increased $108.3 million, or 5.21%, to $2.19 billion at December 31, 2024, compared to total equity of $2.08 billion at December 31, 2023. Increases to equity included $200.7 million in net earnings and an $11.5 million increase in other comprehensive income, that were partially offset by $111.9 million in cash dividends. We did not repurchase any stock in 2024. In 2023, we repurchased 791,800 shares of common stock, at an average repurchase price of $23.43, totaling $18.5 million. Our tangible book value per share at December 31, 2024 was $10.10.

During 2024, the Board of Directors of CVB declared quarterly cash dividends totaling $0.80 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.

On November 20, 2024, our Board of Directors approved a program to repurchase up to 10,000,000 shares (the “Maximum Amount”) of CVB common stock including by means of one or more Rule 10b5-1 plans or other appropriate buy-back arrangements, including open market purchases and private transactions, at times and at prices considered appropriate by us, depending upon prevailing market conditions and other corporate and legal considerations (“2024 Repurchase Program”). This 2024 Repurchase Program replaces in its entirety the Company's previous 2022 share repurchase program under which 4,300,059 shares remained available for repurchase and which has now been terminated. The 2024 Repurchase Program terminates on the earlier of the repurchase of the Maximum Amount or five years from the date of authorization. As of December 31, 2024, an aggregate of 10,000,000 shares remained available for repurchase under our 2024 Repurchase Program.

The Bank and the Company are required to meet risk-based capital standards under the revised capital framework referred to as Basel III set by their respective regulatory authorities. The risk-based capital standards require the achievement of a minimum total risk-based capital ratio of 8.0%, a Tier 1 risk-based capital ratio of 6.0% and a common equity Tier 1 (“CET1”) capital ratio of 4.5%. In addition, the regulatory authorities require the highest rated institutions to maintain a minimum leverage ratio of 4.0%. To be considered “well-capitalized” for bank regulatory purposes, the Bank and the Company are required to have a CET1 capital ratio equal to or greater than 6.5%, a Tier 1 risk-based capital ratio equal to or greater than 8.0%, a total risk-based capital ratio equal to or greater than 10.0% and a Tier 1 leverage ratio equal to or greater than 5.0%. At December 31, 2024, the Bank and the Company exceeded the minimum risk-based capital ratios and leverage ratios required to be considered “well-capitalized” for regulatory purposes. For further information about capital requirements and our capital ratios, see “Item 1. Business—Regulation and Supervision—Capital Adequacy Requirements”.

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At December 31, 2024, the Bank and the Company exceeded the minimum risk-based capital ratios and leverage ratios, under the revised capital framework referred to as Basel III, required to be considered “well-capitalized” for regulatory purposes.

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

December 31, 2024December 31, 2023
Capital RatiosAdequately Capitalized RatiosMinimum Required Plus Capital Conservation BufferWell Capitalized RatiosCVB Financial Corp. ConsolidatedCitizens Business BankCVB Financial Corp. ConsolidatedCitizens Business Bank
Tier 1 leverage capital ratio4.00%4.00%5.00%11.46%11.30%10.27%10.17%
Common equity Tier 1 capital ratio4.50%7.00%6.50%16.24%16.01%14.65%14.49%
Tier 1 risk-based capital ratio6.00%8.50%8.00%16.24%16.01%14.65%14.49%
Total risk-based capital ratio8.00%10.50%10.00%17.06%16.82%15.50%15.34%

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RISK MANAGEMENT

All financial institutions must manage and control a variety of business risks that can significantly affect their financial performance. Our Board of Directors (“Board”) and executive management team have overall and ultimate responsibility for management of these risks, which they carry out through committees with specific and well-defined risk management functions. The Risk Management Program that we have adopted seeks to implement the proper control and management of key risk factors inherent in the operation of the Company and the Bank. Some of the key risks that we must manage are credit risks, interest rate risk, liquidity risk, market risks, transaction risk, compliance risk, strategic risk (including reputation risk), legal risk, and cybersecurity risk. These specific risk factors are not mutually exclusive. It is recognized that any product or service offered by us may expose the Bank to one or more of these risks. Our Risk Management Committee and Risk Management Division monitor these risks to minimize exposure to the Company. The Board and its committees work closely with management in overseeing risk. Each Board committee receives reports and information regarding risk issues directly from management.

Credit Risk Management

Loans represent the largest component of assets on our balance sheet and their related credit risk is among the most significant risks we manage. We define credit risk as the risk of loss associated with a borrower or counterparty default (failure to meet obligations in accordance with agreed upon terms). Credit risk is found in all activities where success depends on a counter party, issuer, or borrower performance. Credit risk arises through the extension of loans and leases, certain securities, and letters of credit.

Natural disasters, such as storms, earthquakes, drought and other weather conditions, effects of pandemics, and problems related to possible climate changes, social unrest or protest, may from time-to-time cause or create the risk of damage to facilities, buildings, property or other assets of Bank customers, borrowers or municipal debt issuers. This could in turn affect their financial condition or results of operations and as a consequence their ability or capacity to repay debt or fulfill other obligations to the Bank.

Credit risk in the investment portfolio and correspondent bank accounts is in part addressed through defined limits in the Company’s policy statements. In addition, certain securities carry insurance to enhance the credit quality of the bond. Limitations on industry concentration, aggregate customer borrowings, geographic boundaries and standards on loan quality also are designed to reduce loan credit risk. Senior Management, Directors’ Committees, and the Board are provided with information to appropriately identify, measure, control and monitor the credit risk of the Company.

The Bank’s loan policy is updated annually and approved by the Board. It prescribes underwriting guidelines and procedures for all loan categories in which the Bank participates to establish risk tolerance and parameters that are communicated throughout the Bank to ensure consistent and uniform lending practices. The underwriting guidelines include, among other things, approval limitation and hierarchy, documentation standards, loan-to-value limits, debt coverage ratio, overall credit-worthiness of the borrower, guarantor support, etc. All loan requests considered by the Bank should be for a clearly defined legitimate purpose with a determinable primary source, as well as alternate sources of repayment. All loans should be supported by appropriate documentation including, current financial statements, credit reports, collateral information, guarantor asset verification, tax returns, title reports, appraisals (where appropriate), and other documents of quality that will support the credit.

The major lending categories are commercial and industrial loans, SBA loans, owner-occupied and non owner-occupied commercial real estate loans, construction loans, dairy & livestock and agribusiness loans, residential real estate loans, and various consumer loan products. Loans underwritten to borrowers within these diverse categories require underwriting and documentation suited to the unique characteristics and inherent risks involved.

Commercial and industrial loans require credit structures that are tailored to the specific purpose of the business loan, involving a thorough analysis of the borrower’s business, cash flow, collateral, industry risks, economic risks, credit, character, and guarantor support. Owner-occupied real estate loans are primarily based upon the capacity and stability of the cash flow generated by the occupying business and the market value of the collateral, among other things. Non owner-occupied real estate is typically underwritten to the income produced by the subject property and many considerations unique to the various types of property (i.e. office, retail, warehouse, shopping center, medical, etc.), as well as, the financial support provided by sponsors in recourse transactions. Construction loans will often depend on the specific characteristics of the project, the market for the specific development, real estate values, and the equity and financial strength of the sponsors. Dairy & livestock and agribusiness loans are largely predicated on the revenue cycles and demand for milk and crops, commodity prices, collateral values of herd, feed, and income-producing dairies or croplands, and the financial support of the

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guarantors. Underwriting of residential real estate and consumer loans are generally driven by personal income and debt service capacity, credit history and scores, and collateral values.

SBA loans require credit structures that conform to the various requirements of the SBA programs specific to the type of loan request and the Bank’s loan policy as it relates to these loans. The SBA 7(a) loans are similar to the commercial and industrial loans that are tailored to the specific purpose of the business loan, involving a thorough analysis of the borrower’s business, cash flow, collateral, industry risks, economic risks, credit, character, and guarantor support for both the Bank and the SBA. Once granted, the SBA 7(a) loans require the Bank to follow SBA servicing guidelines to maintain the SBA guaranty which typically ranges from 75% to 90% depending on the type of 7(a) loan. SBA 504 loans are similar to the Bank’s Owner-occupied real estate loans. As such they are primarily based upon the capacity and stability of the cash flow generated by the occupying business and the market value of the collateral, among other things. When the Bank funds an SBA 504 transaction, which includes the 50% - 65% first trust deed loan and the 25% - 40% second trust deed loan, the initial risk is centered in completing the SBA’s requirements to provide for the payoff of the second trust deed loan from the subordinated debenture. Once the 504 second is paid off, the remaining first trust deed loan is then managed under the same requirements applied to the Bank’s owner-occupied commercial real estate loans. It should be noted that both the SBA 7(a) and 504 programs provide loans for commercial real estate acquisition. However, the terms and advances rates available under the 7(a) program are outside of the Bank’s standard loan programs and risk profile and therefore require a credit enhancement in the form of the SBA guaranty. Additionally, the interest rates for the 7(a) program are typically variable and can adjust as often as monthly with quarterly adjustment the most typical. SBA 504 loan interest rates for the first trust deed loan are at the Bank’s discretion and subject to competitive pressures from other banks.

Implicit in lending activities is the risk that losses will occur and that the amount of such losses will vary over time. Consequently, we maintain an Allowance for Credit Losses (“ACL”) by charging a provision for credit losses to earnings. Loans determined to be losses are charged against the allowance for credit losses. In this regard, it is important to note that the Bank’s practice with regard to these loans, including modified loans to borrowers experiencing financial difficulty, is to generally charge off any loss amount against the ACL upon evaluating the loan at the time a probable loss becomes recognized. As such, the Bank’s specific allowance for loans, including modified loans to borrowers experiencing financial difficulty, is relatively low since any known loss amount will generally have been charged off.

Central to our credit risk management is its loan risk rating system. The originating credit officer assigns borrowers an initial risk rating, which is reviewed and possibly changed by credit management. The risk rating is based primarily on an analysis of each borrower’s financial capacity in conjunction with industry and economic trends. Credit approvals are made based upon our evaluation of the 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 may be adjusted as necessary.

Loans are risk rated into the following categories: Pass, Special Mention, Substandard, Doubtful, and Loss. Each of these groups is assessed and appropriate amounts used in determining the adequacy of our ACL. Nonperforming and Doubtful loans are analyzed on an individual basis for allowance amounts. The other categories have formulae used to determine the needed allowance amount.

The Company obtains a semi-annual independent credit review by engaging an outside party to review a sample of our loans and leases. The primary purpose of this review is to evaluate our existing loan ratings.

Refer to additional discussion concerning loans, nonperforming assets, allowance for credit losses and related tables under the Analysis of Financial Condition contained herein.

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Transaction Risk

Transaction risk is the risk to earnings or capital arising from problems in service, activity or product delivery. This risk is significant within any bank and is interconnected with other risk categories in most activities throughout the Company. Transaction risk is a function of internal controls, information systems, associate integrity, and operating processes. Transaction risk is also referred to as operating or operational risk. It arises daily throughout the Company as transactions are processed. It pervades all divisions, departments and centers and is inherent in all products and services we offer.

Operational risk is the risk to earnings or capital arising from inadequate or failed internal processes or systems, human errors or misconduct, or adverse external events. Operational losses result from internal or external fraud, employment practices and workplace safety, failure to meet professional obligations involving customers, products, and business practices, damage to physical assets, business disruption and systems failures, and failures in execution, delivery, and process management.

In general, transaction risk is defined as high, medium or low by the Company. The audit plan ensures that high risk areas are reviewed annually. We utilize internal auditors and independent audit firms to test key controls of operational processes and to audit information systems, compliance management programs, loan credit reviews and trust services.

The key to monitoring transaction risk is in the design, documentation and implementation of well-defined procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, but not absolute, assurances of the effectiveness of these systems and controls, and that the objectives of these controls have been met.

Compliance Risk Management

Compliance risk (also known as Regulatory risk) is the risk to earnings or capital arising from violations of, or non-conformance with, laws, rules, regulations, prescribed practices, or ethical standards. Compliance risk also arises in situations where the laws or rules governing certain products or activities of the Bank’s customers, vendors or business partners may be ambiguous or untested. Compliance risk exposes us to fines, civil money penalties, payment of damages, and the voiding of contracts. Compliance risk can also lead to a diminished reputation, reduced business value, limited business opportunities, lessened expansion potential, and lack of contract enforceability. The Company utilizes independent compliance audits as a means of assessing the effectiveness and identifying weaknesses in the compliance program.

There is no single or primary source of compliance risk. It is inherent in every activity. Frequently, it blends into operational risk and transaction risk. A portion of this risk is sometimes referred to as legal risk. This is not limited solely to risk from failure to comply with consumer protection laws; it encompasses all laws, as well as prudent ethical standards and contractual obligations. It also includes the exposure to litigation from all aspects of banking, traditional and non-traditional.

Our Risk Management Policy and Program and the Code of Ethical Conduct are cornerstones for controlling compliance risk. An integral part of controlling this risk is the proper training of associates. The Chief Risk Officer is responsible for developing and executing a comprehensive compliance training program. The Chief Risk Officer, in consultation with our internal and external legal counsel, seeks to provide our associates with adequate training commensurate to their job functions to ensure compliance with banking laws and regulations.

Our Risk Management Policy and Program includes a risk-based audit program aimed at identifying internal control deficiencies and weaknesses. The Compliance Management Program includes a monitoring process to address external and internal risks, including regulatory change management, the evolving products and services, and strategies of the front-line units and control functions. Additionally, in-depth audits are performed by our internal audit department under the direction of our Chief Audit Executive and supplemented by independent external firms. Annually, an Audit Plan for the Company is developed and presented for approval to the Audit Committee of the Board.

The Risk Management Division conducts periodic monitoring of our compliance efforts with a special focus on business and control functions, assessing the inherent compliance risk of activities and the effectiveness of controls, and identifying control weaknesses that are to be strengthened or enhanced. Any material exceptions identified are brought forward to the appropriate department head, and appropriate management and board committees. This reporting provides an independent view of compliance risk across the company, and supports transparent communication and management awareness of compliance risk.

We recognize that customer complaints can often identify weaknesses in our compliance program which could expose us to risk. Therefore, we attempt to ensure that all complaints are given prompt attention. Our Compliance

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Management Policy and Program include provisions on how customer complaints are to be addressed. The Chief Risk Officer reviews formal complaints to determine if a significant compliance risk exists and communicates those findings to the Compliance Management and Risk Management Committees.

Strategic Risk

Strategic risk is the risk to earnings or capital arising from adverse decisions or improper implementation of strategic decisions. This risk is a function of the compatibility between an organization’s goals, the resources deployed against those goals and the quality of implementation.

Strategic risks are identified as part of the strategic planning process. Strategic planning sessions, with members of the Board of Directors, Executive Leadership, and Senior Leadership are held annually. The strategic review consists of results of strategic initiatives, an assessment of the economic outlook, competitive analysis, and an industry outlook, including a legislative and regulatory review.

Reputation risk is the risk to capital and earnings arising from negative public opinion. This affects the Bank’s ability to establish new relationships or services or continue servicing existing relationships. It can expose the Bank to litigation and, in some instances, financial loss. Reputation risk is inherent in all banking activities and requires management to exercise an abundance of caution in dealing with customers, counterparties, correspondence, investors, and the community. In addition, threats to the Bank’s reputation may result from negative publicity regarding matters such as unethical or deceptive business practices, violations of laws or regulations, regulatory enforcement actions, high profile litigation, or poor financial performance.

Cybersecurity Risk

Cybersecurity and fraud risk refers to the risk of failures, interruptions of services, or breaches of security with respect to the Company’s or the Bank’s communication, information, operations, devices, financial control, customer internet banking, customer information, email, data processing systems, or other bank or third party applications. The ability of the Company’s customers to bank remotely, including online and through mobile devices, requires secure transmission of confidential information and increases the risk of data security breaches. In addition, the Company and the Bank rely primarily on third party providers to develop, manage, maintain and protect our systems and applications. Any such failures, interruptions or fraud or security breaches, depending on the scope, duration, affected system(s) or customers(s), could expose the Company and/or the Bank to financial loss, reputation damage, litigation, or regulatory action. We continue to invest in technologies and training to protect our associates, our customers and our assets. While we have implemented various detective and preventative measures which seek to protect our Company, our customers’ information and the Bank from the risk of fraud, data security breaches or service interruptions, there can be no assurance that these measures will be effective in preventing potential breaches or losses for us or our customers.

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ASSET/LIABILITY AND MARKET RISK MANAGEMENT

Liquidity and Cash Flow

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

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

In general, our liquidity is managed daily by controlling the level of liquid assets as well as the use of funds provided by the cash flow from the investment portfolio, loan demand, deposit fluctuations, and borrowings. Our definition of liquid assets includes cash and cash equivalents in excess of minimum levels needed to fulfill normal business operations, short-term investment securities, and other anticipated near term cash flows from investments. In addition to on balance sheet liquidity, we have significant off-balance sheet sources of liquidity. To meet unexpected demands, lines of credit are maintained with correspondent banks, the Federal Home Loan Bank and the Federal Reserve, although availability under these lines of credit are subject to certain conditions. In addition to having more than $200 million of cash on the balance sheet at December 31, 2024, we had substantial sources of off-balance sheet liquidity. These sources of available liquidity include $4.2 billion of secured and unused capacity with the Federal Home Loan Bank, $1.1 billion of secured unused borrowing capacity at the Fed’s discount window, more than $183 million of unpledged AFS securities that could be pledged at the discount window and $305 million of unsecured lines of credit. We can also obtain additional liquidity from deposit growth by utilizing state and national wholesale markets.

Our primary sources and uses of funds for the Company are deposits, customer repurchase agreements and loans. Total deposits and customer repos of $12.21 billion at December 31, 2024 increased $505.0 million, or 4.31%, over total deposits and customer repos of $11.71 billion at December 31, 2023. As of December 31, 2024, total borrowings, consisted of $0.50 billion of Federal Home Loan Bank advances, at an average cost of approximately 4.6%. Our deposit levels and cost of deposits may fluctuate from period-to-period due to a variety of factors, including the stability of our deposit base, prevailing interest rates, and market conditions. As most of our business customers need to operate with more than $250,000 in their operating account, we have a significant percentage of deposits that are uninsured. At December 31, 2024, our deposits and customer repurchase agreements that are neither collateralized nor insured were approximately $5.5 billion, or 45% of our total deposits and customer repos.

In addition to the decrease in borrowings during 2024, we shrank our investment portfolio by not reinvesting the cashflows generated by our investments during 2024, as well as sales of securities exceeding purchases during the year. Our total investment portfolio declined by $499.0 million from December 31, 2023 to $4.92 billion as of December 31, 2024. The decrease was primarily due to a $414.0 million decline in AFS securities. AFS securities totaled $2.54 billion at the end of the fourth quarter, inclusive of a pre-tax net unrealized loss of $447.7 million. The pre-tax unrealized loss declined by $2.1 million from December 31, 2023.

CVB is a holding company separate and apart from the Bank that must provide for its own liquidity and must service its own obligations. Substantially all of CVB’s revenues are obtained from dividends declared and paid by the Bank to CVB. There are statutory and regulatory provisions that could limit the ability of the Bank to pay dividends to CVB. In addition, our regulators could limit the ability of the Bank or CVB to pay dividends or make other distributions.

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Below is a summary of our average cash position and statement of cash flows for the years ended December 31, 2024 and 2023. For further details, see our “Consolidated Statements of Cash Flows” under Part IV consolidated financial statements of this report.

Consolidated Summary of Cash Flows

Year Ended December 31,
20242023
(Dollars in thousands)
Average cash and cash equivalents$870,326$495,146
Percentage of total average assets5.39%3.03%
Net cash provided by operating activities$249,765$295,632
Net cash provided by investing activities852,746536,276
Net cash (used in) financing activities(1,179,098)(754,084)
Net (decrease) increase in cash and cash equivalents$(76,587)$77,824

Average cash and cash equivalents increased by $375.2 million, or 75.77%, to $870.3 million for the year ended December 31, 2024, compared to $495.1 million for 2023.

At December 31, 2024, cash and cash equivalents totaled $204.7 million. This represented a decrease of $76.6 million, or 27.23%, from $281.3 million at December 31, 2023.

Market Risk

In the normal course of its business activities, we are exposed to market risks, including price and liquidity risk. Market risk is the potential for loss from adverse changes in market rates and prices, such as interest rates (interest rate risk). Liquidity risk arises from the possibility that we may not be able to satisfy current or future commitments or that we may be more reliant on alternative funding sources such as long-term debt. Financial products that expose us to market risk include securities, loans, deposits, debt, and derivative financial instruments.

The table below provides the actual balances as of December 31, 2024 of interest-earning assets and interest-bearing liabilities, including the average rate earned or incurred for 2024, the projected contractual maturities over the next five years, and the estimated fair value of each category determined using available market information and appropriate valuation methodologies.

Maturing
December 31, 2024Average RateOne YearTwo YearsThree YearsFour YearsFive Years and BeyondEstimated Fair Value
(Dollars in thousands)
Interest-earning assets:
Investment securities available-for-sale (1)$2,542,1152.99%$43,205$6,719$24,186$5,656$2,462,349$2,542,115
Investment securities held-to-maturity (1)2,379,6682.27%32,0119,4965,0928,1342,324,9351,954,345
Investment in FHLB stock18,0128.61%18,01218,012
Interest-earning deposits due from Federal Reserve and with other institutions51,3035.38%51,30351,303
Loans and lease finance receivables (2)8,536,4325.26%1,073,126507,270669,177681,5025,605,3578,229,923
Total interest-earning assets$13,527,530$1,199,645$523,485$698,455$695,292$10,410,653$12,795,698
Interest-bearing liabilities:
Interest-bearing deposits$4,911,2852.21%$4,899,967$8,097$1,695$704$822$4,908,070
Borrowings761,8874.10%261,887300,000200,000716,566
Total interest-bearing liabilities$5,673,172$5,161,854$308,097$201,695$704$822$5,624,636

(1)
These include mortgage-backed securities which generally prepay before maturity. Includes TE adjustments utilizing a federal statutory rate of 21%.

(2)
Gross loans, at amortized cost.

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

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attempting to control the spread between rates earned on interest-earning assets and the rates paid on interest-bearing liabilities within the constraints imposed by market competition in our service area. The primary goal of interest rate risk management is to control exposure to interest rate risk, within policy limits approved by the Board of Directors. These limits and guidelines reflect our risk appetite for interest rate risk over both short-term and long-term horizons. We measure these risks and their impact by identifying and quantifying exposures through the use of sophisticated simulation and valuation models, which, as described in additional detail below, are employed by management to understand net interest income (“NII”) at risk and economic value of equity (“EVE”) at risk. NII at risk sensitivity captures asset and liability repricing mismatches and is considered a shorter term measure, while EVE sensitivity captures mismatches within the period end balance sheets through the financial instruments’ respective maturities or estimated durations and is considered a longer term measure.

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

Our interest rate risk policy measures the sensitivity of our net interest income over both a one-year and two-year cumulative time horizon.

The simulation model estimates the impact of changing interest rates on interest income from all interest-earning assets and interest expense paid on all interest-bearing liabilities reflected on our balance sheet. This sensitivity analysis is compared to policy limits, which specify a maximum tolerance level for net interest income exposure over a one and two year horizon assuming no balance sheet growth, given a 200 basis point upward and a 200 basis point downward shift in interest rates depending on the level of current market rates. The simulation model uses a parallel yield curve shift that ramps rates up or down on a pro rata basis over 12-months and measures the resulting net interest income sensitivity over both the 12-month and 24-month time horizons.

The following depicts the Company’s net interest income sensitivity analysis for the periods presented below, when rates are ramped up 200bps or ramped down 200bps over a 12-month time horizon.

Estimated Net Interest Income Sensitivity (1)
December 31, 2024December 31, 2023
Interest Rate Scenario12-month Period24-month Period (Cumulative)Interest Rate Scenario12-month Period24-month Period (Cumulative)
+ 200 basis points4.66%6.26%+ 200 basis points3.96%4.56%
- 200 basis points-3.63%-6.36%- 200 basis points-3.97%-5.21%

(1)
Percentage change from base scenario.

Based on our current simulation models, we believe that the interest rate risk profile of the balance sheet is modestly asset sensitive over both a one-year and a two-year horizon. The estimated sensitivity does not necessarily represent a forecast and the results may not be indicative of actual changes to our net interest income. These estimates are based upon a number of assumptions including: the nature and timing of interest rate levels including yield curve shape, re-pricing characteristics and balance fluctuations of deposits with indeterminate or non-contractual maturities, prepayments on loans and securities, pricing strategies on loans and deposits, and replacement of asset and liability cash flows. While the assumptions used are based on current economic and local market conditions, there is no assurance as to the predictive nature of these conditions including how customer preferences or competitor influences might change.

We also perform valuation analysis, which incorporates all cash flows over the estimated remaining life of all material balance sheet and derivative positions. The valuation of the balance sheet, at a point in time, is defined as the discounted present value of all asset cash flows and derivative cash flows minus the discounted present value of all liability cash flows, the net of which is referred to as EVE. The sensitivity of EVE to changes in the level of interest rates is a measure of the longer-term re-pricing risk and options risk embedded in the balance sheet. EVE uses instantaneous changes in rates, as shown in the table below. The EVE Ratio represents economic value of equity as a percentage of the discounted present value of all asset cash flows and derivative cash flows. Assumptions about the timing and variability of balance sheet cash

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flows are critical in the EVE analysis. Particularly important are the assumptions driving prepayments and the expected duration and pricing of the indeterminate deposit portfolios. EVE sensitivity is reported in both upward and downward rate shocks. At December 31, 2024, the EVE profile indicates a decline in the EVE Ratio value due to instantaneous downward changes in rates and a modest increase in the EVE Ratio under upward rate shocks. Compared to December 31, 2023, our EVE sensitivity to rising rates was modestly higher, as the EVE Ratio declined minimally at the end of 2023, while the decline in the EVE Ratio under declining rates was consistent across the two periods. Overall, our sensitivity of EVE to changes in interest rates is generally modest, with the exception of more meaningful decreases in the EVE Ratio if rates were to immediately decline by 300 or 400 basis points.

Economic Value of Equity Sensitivity

December 31,
20242023
400 bp decrease in interest rates15.7%14.7%
300 bp decrease in interest rates17.1%15.5%
200 bp decrease in interest rates17.9%16.3%
100 bp decrease in interest rates18.4%16.8%
Base19.0%17.1%
100 bp increase in interest rates19.2%17.0%
200 bp increase in interest rates19.6%17.1%
300 bp increase in interest rates19.8%16.9%
400 bp increase in interest rates20.0%16.7%

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

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Counterparty Risk

Recent developments in the financial markets have placed an increased awareness of Counterparty Risks. These risks occur when a financial institution has an indebtedness or potential for indebtedness to another financial institution. We have assessed our Counterparty Risk with the following results:


We do not have any investments in the preferred stock of any other company;


Most of our investment securities are either municipal securities or securities either issued or guaranteed by government, agencies, including FNMA, FHLMC, GNMA, SBA or FHLB;


All of our commercial line insurance policies are with companies with the highest AM Best ratings of A or above;


We have no significant exposure to our Cash Surrender Value of Life Insurance since the Cash Surrender Value balance is predominately supported by insurance companies that carry an AM Best rating of A or greater;


We have no significant Counterparty exposure related to our derivatives not designated as hedging instruments such as interest rate swaps. Our Counterparty is a major financial institution and our agreement requires the Counterparty to post cash collateral for mark-to-market balances due to us;


We believe our risk of loss associated with our counterparty borrowers related to interest rate swaps not designated as hedging instruments is generally mitigated as the loans with swaps are underwritten to take into account potential additional exposure;


To manage interest rate risk on our AFS securities portfolio, we have entered into pay-fixed, receive-floating interest rate swap contracts to hedge against exposure to changes in the fair value of such securities resulting from changes in interest rates. These interest rate swap contracts are designated as fair value hedges. Reforms mandated by the Dodd-Frank Act require certain types of derivatives (e.g., interest rate swaps, credit default swaps) to be processed through designated electronic trading platforms and cleared through registered clearing houses. Centrally-cleared derivatives are negotiated between the counterparties but contain standardized terms and are traded through a central clearing house. Because the derivative counterparties are required to post collateral to satisfy the mandatory margin requirements, the counterparties are not subject to counterparty credit risk;


As of December 31, 2024, we had $305.0 million in Fed Funds lines of credit with other major U.S. banks. These lines of credit are available for overnight borrowings; and


At December 31, 2024, we had $0.50 billion in borrowings with the FHLB. Our secured borrowing capacity with the FHLB and FRB totaled $5.73 billion, of which $5.23 billion was available as of December 31, 2024.

Price and Foreign Exchange Risk

Price risk arises from changes in market factors that affect the value of traded instruments. Foreign exchange risk is the risk to earnings or capital arising from movements in foreign exchange rates.

Our current exposure to price risk is nominal. We do not have trading accounts. Consequently, the level of price risk within the investment portfolio is limited to the need to sell securities for reasons other than trading.

We maintain limited deposit accounts with various foreign banks. Our Interbank Liability Policy seeks to limit the balance in any of these accounts to an amount that does not in our judgment present a significant risk to our earnings from changes in the value of foreign currencies.

Our asset liability model seeks to calculate the market value of the Bank’s equity. In addition, management prepares, on a monthly basis, a capital volatility report that compares changes in the market value of the investment portfolio. We have as our target to always be well-capitalized by regulatory standards.

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