The following discussion provides information about the results of operations,
financial condition, liquidity and capital resources of CVB Financial Corp.
(referred to herein on an unconsolidated basis as "CVB" and on a consolidated
basis as "we," "our" or the "Company") and its wholly owned bank subsidiary,
Citizens Business Bank (the "Bank" or "CBB"). This information is intended to
facilitate the understanding and assessment of significant changes and trends
related to our financial condition and the results of our operations. This
discussion and analysis should be read in conjunction with our Annual Report on
Form 10-K for the year ended December 31, 2021 and the unaudited condensed
consolidated financial statements and accompanying notes presented elsewhere in
this report.

                               IMPACT OF COVID-19

The spread of COVID-19 starting in 2020 created a global public health crisis
that has resulted in unprecedented volatility and disruption in financial
markets and deterioration in economic activity and market conditions in the
markets we serve. The pandemic affected our customers and the communities we
serve. We recorded a $23.5 million provision for credit losses for the year
ended December 31, 2020 due to the forecast, at that time, of a severe economic
downturn resulting from the onset of the COVID-19 pandemic. In response to the
anticipated effects of the pandemic on the U.S. economy, the Board of Governors
of the Federal Reserve System ("FRB") took significant actions, including a
reduction in the target range of the federal funds rate to 0.0% to 0.25% in 2020
and established a program of purchases of Treasury and mortgage-backed
securities. A $19.5 million recapture of provision for credit losses was
recorded in the first quarter of 2021, resulting from improvements in our
economic forecast of certain macroeconomic variables resulting from significant
monetary and fiscal stimulus, as well as the wide availability of vaccines.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security ("CARES")
Act was signed into law. It contained substantial tax and spending provisions
intended to address the impact of the COVID-19 pandemic. The CARES Act included
the Paycheck Protection Program ("PPP"), a $349 billion program designed to aid
small- and medium-sized businesses through 100% Small Business Administration
("SBA") guaranteed loans distributed through banks. These loans were intended to
guarantee 24 weeks of payroll and other costs to help those businesses remain
viable and keep their workers employed. Legislation passed on April 24, 2020
provided additional PPP funds of $310 billion. During 2020, we originated and
funded approximately 4,100 loans, totaling $1.1 billion. Greater than 99% of
these loans have been granted forgiveness as of June 30, 2022. In response to
the COVID-19 pandemic and the CARES Act, we also implemented a short-term loan
modification program in 2020 to provide temporary payment relief to certain of
our borrowers who meet the program's qualifications. On January 13, 2021, the
SBA reopened the PPP for Second Draw loans to small businesses and non-profit
organizations that did receive a loan through the initial PPP phase. At least
$25 billion was set aside for Second Draw ("round two") PPP loans to eligible
borrowers with a maximum of 10 employees or for loans of $250,000 or less to
eligible borrowers in low or moderate income neighborhoods. Generally speaking,
businesses with more than 300 employees and/or less than a 25% reduction in
gross receipts between comparable quarters in 2019 and 2020 were not eligible
for Second Draw loans. Further, maximum loan amounts were increased for
accommodation and food service businesses. We originated approximately 1,900
round two loans totaling $420 million. The Paycheck Protection Program
officially ended on May 31, 2021. As of June 30, 2022, the remaining outstanding
balance of PPP loans was $67.0 million, including $6.3 million for round one and
$60.7 million for round two.
                                       36

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                          CRITICAL ACCOUNTING POLICIES

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

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


Allowance for Credit Losses ("ACL")
•
Fair value estimates associated with Business Combinations
•
Impairment of Goodwill
•
Income Taxes

Our significant accounting policies are described in greater detail in our 2021
Annual Report on Form 10-K in the "Critical Accounting Policies" section of
Management's Discussion and Analysis of Financial Condition and Results of
Operations and in Note 3 - Summary of Significant Accounting Policies, included
in our Annual Report on Form 10-K for the year ended December 31, 2021, which
are essential to understanding Management's Discussion and Analysis of Financial
Condition and Results of Operations.
                                       37

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Recently Issued Accounting Pronouncements but Not Adopted as of June 30, 2022

                                                       Adoption     Impact on Financial
     Standard                  Description              Timing           Statements

ASU No. 2020-04,     The FASB issued ASU 2020-04,        1st      The Company established
Reference Rate       Reference Rate Reform:            Quarter    a LIBOR Transition Task
Reform (Topic        Facilitation of the Effects of      2020     Force in 2020, which has
848): Facilitation   Reference Rate Reform on          through    inventoried our
of the Effects of    Financial Reporting. The            the      instruments that reflect
Reference Rate       amendments in this update           4th      exposure to LIBOR,
Reform on            provide temporary, optional       Quarter    created a framework to
Financial            guidance to ease the potential      2022     manage the transition
Reporting            burden in accounting for                     and established a
                     transitioning away from                      timeline for key
                     reference rates such as LIBOR.               decisions and actions,
Issued March 2020    The amendments provide optional              and started the
                     expedients and exceptions for               

transition from LIBOR in


                     applying GAAP to transactions                2021. The Company
                     affected by reference rate                   continues to assess the
                     reform if certain criteria are               impacts of this
                     met. The amendments primarily                transition and
                     include relief related to                   

alternatives to use in


                     contract modifications and                   place of LIBOR for
                     hedging relationships, as well               various financial
                     as providing a one-time                     

instruments, primarily


                     election for the sale or                     related to our
                     transfer of debt securities                  variable-rate and
                     classified as held-to-maturity.             

adjustable-rate loans


                     This guidance is effective                   that are indexed to
                     immediately and the amendments               LIBOR. The Company
                     may be applied prospectively                 stopped originating
                     through December 31, 2022.                   loans indexed to LIBOR
                                                                  at the end of 2021,
                                                                  while continuing to use
                                                                  various alternative
                                                                  indexes. We do not
                                                                  expect this ASU to have
                                                                  a material impact on the
                                                                  Company's consolidated
                                                                  financial statements.

ASU 2022-02, The FASB issued 2022-02 which 1st The adoption of this ASU Financial

            eliminates recognition and        Quarter    is not expected to have
Instruments-Credit   measurement guidance for TDRs       2023     a material impact on our
Losses (Topic        by creditors in Subtopic                     consolidated financial
326): Troubled       310-40, Receivables-Troubled                 statements or liquidity,
Debt                 Debt Restructurings by                       although it will result
Restructurings and   Creditors, while enhancing                   in additional disclosure
Vintage              disclosure requirements for                  requirements related to
Disclosures          certain loan refinancings and                gross charge offs by
                     restructurings by creditors                  vintage year.
                     when a borrower is experiencing
Issued March 2022    financial difficulty, and to
                     require that an entity disclose
                     current-period gross write-offs
                     by year of origination (i.e.
                     the vintage year) for financing
                     receivables and net investments
                     in leases within the scope of
                     Subtopic 326-20, Financial
                     Instruments-Credit
                     Losses-Measured at Amortized
                     Cost. For entities that have
                     adopted ASU 2016-13, this ASU
                     is effective for interim and
                     reporting periods beginning
                     after December 15, 2022, and
                     should be applied
                     prospectively, except as
                     provided in the next sentence.
                     For the transition method
                     related to the recognition and
                     measurement of TDRs, an entity
                     has the option to apply a
                     modified retrospective
                     transition method, resulting in
                     a cumulative-effect adjustment
                     to retained earnings in the
                     period of adoption. Early
                     adoption is permitted.

ASU 2022-01,         On March 28, 2022, the FASB         1st      The adoption of this ASU
Derivatives and      issued ASU 2022-01, which         Quarter    is not expected to have
Hedging (Topic       establishes the portfolio-layer     2023     a material impact on our
815): Fair Value     method, and expands an entity's              consolidated financial
Hedging-Portfolio    ability to achieve fair value                statements.
Layer Method         hedge accounting for hedges of
                     financial assets in a closed
                     portfolio. This ASU is
Issued March 2022    effective for public business
                     entities for interim and
                     reporting periods beginning
                     after December 15, 2022. Early
                     adoption is permitted on any
                     date on or after issuance of
                     this ASU for entities that have
                     already adopted ASU 2017-12 for
                     the corresponding period.
                     Entities may designate multiple
                     layer hedges only on a
                     prospective basis upon the
                     adoption of this ASU. If the
                     ASU is adopted in an interim
                     period, the cumulative-effect
                     adjustment of adopting the
                     amendments related to basis
                     adjustments shall be reflected
                     as of the beginning of the
                     fiscal year that includes the
                     interim period (that is, the
                     initial application date).



                                       38

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                                    OVERVIEW

For the second quarter of 2022, we reported net earnings of $59.1 million,
compared with $45.6 million for the first quarter of 2022 and $51.2 million for
the second quarter of 2021. Diluted earnings per share were $0.42 for the second
quarter, compared to $0.31 for the prior quarter and $0.38 for the same period
last year. The second quarter of 2022 included $3.6 million in provision for
credit losses, compared to $2.5 million in provision for the first quarter and a
provision recapture of $2.0 million in the second quarter of 2021. Net income of
$59.1 million for the second quarter of 2022 produced an annualized return on
average equity ("ROAE") of 11.33%, an annualized return on average tangible
common equity ("ROATCE") of 18.67%, and an annualized return on average assets
("ROAA") of 1.39%. Our net interest margin, tax equivalent ("NIM"), was 3.16%
for the second quarter of 2022, while our efficiency ratio was 37.24%.

On January 7, 2022, we completed the acquisition of Suncrest Bank ("Suncrest").
At close, Citizens Business Bank acquired loans with a fair value of $774.5
million, and assumed $512.8 million of noninterest-bearing deposits and $669.8
million of interest-bearing deposits. The second quarter of 2022 represents a
full quarter of financial results. The integration of Suncrest was completed
with the consolidation of two banking centers during the second quarter. As a
result of the Suncrest merger, we incurred $6.0 million in acquisition expenses
for the six months ended June 30, 2022, including $375,000 during the second
quarter and $5.6 million in the first quarter of 2022.

The $15.2 million increase in the ACL from December 31, 2021 to June 30, 2022 is
comprised primarily of the $8.6 million ACL increase for the Suncrest purchased
credit deteriorated ("PCD") loans and a $6.1 million provision for credit
losses. The $6.1 million provision for credit losses, includes a provision for
credit loss of $4.9 million recorded on January 7, 2022 for the Suncrest
acquired loans that were not considered PCD. In addition, the ACL increased by
$498,000 in net recoveries during the six month period ending June 30, 2022.
During the second quarter of 2022, we experienced credit charge-offs of $8,000
and total recoveries of $511,000, resulting in net recoveries of $503,000.

At June 30, 2022, total assets of $16.76 billion increased by $876.3 million, or
5.52%, from total assets of $15.88 billion at December 31, 2021.
Interest-earning assets of $15.28 billion at June 30, 2022 increased by $595.7
million, or 4.06%, when compared with $14.68 billion at December 31, 2021. The
increase in interest-earning assets was primarily due to a $928.6 million
increase in investment securities and an $804.5 million increase in total loans,
partially offset by a $1.12 billion decrease in interest-earning balances due
from the Federal Reserve. The $804.5 million increase in total loans included
the $774.5 million of loans acquired at fair value from Suncrest.

Total investment securities were $6.04 billion at June 30, 2022, an increase of
$928.6 million, or 18.17%, from $5.11 billion at December 31, 2021. We continued
to deploy some of our excess liquidity during the second quarter into additional
investment securities by purchasing approximately $356 million in new securities
in the second quarter of 2022, with an expected average yield of approximately
3.75%. During the six month period ending June 30, 2022, we purchased
approximately $1.5 billion of investment securities. At June 30, 2022,
investment securities held-to-maturity ("HTM") totaled $2.41 billion. At June
30, 2022, investment securities available-for-sale ("AFS") totaled $3.63
billion, inclusive of a pre-tax net unrealized loss of $346.3 million. HTM
securities increased by $486.3 million, or 25.25%, and AFS securities increased
by $442.2 million, or 13.89%, from December 31, 2021. Our tax equivalent yield
on investments was 1.93% for the quarter ended June 30, 2022, compared to 1.70%
for the first quarter of 2022 and 1.55% for the second quarter of 2021.

Total loans and leases, at amortized cost, of $8.69 billion at June 30, 2022
increased by $804.5 million, or 10.20%, from December 31, 2021. The increase in
total loans included $774.5 million of loans acquired at fair value from
Suncrest in the first quarter of 2022. After adjusting for acquired loans,
seasonality related to our Dairy & Livestock loans, and forgiveness of PPP loans
("core loans"), our core loans grew by $319.8 million, or approximately 8%
annualized from December 31, 2021. The $319.8 million core loan growth included
$273.1 million in commercial real estate loans, $44.1 million in commercial and
industrial loans, $19.3 million in SFR mortgage loans, and $9.8 million in
consumer and other loans, partially offset by decreases of $18.4 million in
construction loans and $11.6 million in SBA loans. The majority of the $130.6
million decrease in dairy & livestock loans was seasonal. Our yield on loans was
4.31% for the quarter ended June 30, 2022, compared to 4.27% for the first
quarter of 2022 and 4.46% for the second quarter of 2021. The significant
decline in interest rates from the beginning of the pandemic continued to have a
negative impact on loan yields, which after excluding discount accretion and the
impact from PPP loans, our core loan yield declined by 13 basis points when
compared to the second quarter of 2021. However, the recent increases in
interest rates, including a 125 basis point increase in the Fed Funds rate
between March 31, and June 30, 2022 contributed to a nine basis point increase
in core loan yields from the first quarter of 2022 to the second quarter.
Interest and fee income from PPP loans was approximately $1.4 million in the
second quarter of 2022, compared to $2.9 million in the first quarter of 2022
and $8.1 million in the second quarter of 2021.

                                       39

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Noninterest-bearing deposits were $8.88 billion at June 30, 2022, an increase of
$777.2 million, or 9.59% when compared to $8.10 billion at December 31, 2021 and
increased $815.8 million, or 10.12%, when compared to $8.07 billion at June 30,
2021. The increase in noninterest-bearing deposits includes the
noninterest-bearing deposits assumed from Suncrest of $512.8 million. At June
30, 2022, noninterest-bearing deposits were 63.11% of total deposits, compared
to 62.86% at March 31, 2022 and 63.66% at June 30, 2021.

Interest-bearing deposits were $5.19 billion at June 30, 2022, an increase of
$318.6 million, or 6.54%, when compared to $4.87 billion at December 31, 2021
and an increase of $587.3 million, or 12.76%, when compared to $4.60 billion at
June 30, 2021. The increase in interest-bearing deposits included the
interest-bearing deposits assumed from Suncrest of $669.8 million. Customer
repurchase agreements totaled $502.8 million at June 30, 2022, compared to
$642.4 million at December 31, 2021 and $578.2 million at June 30, 2021. Our
average cost of total deposits including customer repurchase agreements of 0.04%
increased from 0.03% for the first quarter of 2022 and decreased from 0.05% for
the second quarter of 2021. The one basis point increase in the cost of deposits
and customer repurchase agreements from the first quarter of 2022 was the net
result of an increase in the cost of interest-bearing deposits from 0.08% to
0.09% and a $202.3 million quarter-over-quarter increase in average
noninterest-bearing deposits. Compared to the second quarter of 2021, the one
basis point decrease was the result of a 3 basis point decline in the cost of
interest bearing deposits, as well as noninterest-bearing deposits growing on
average by $1.22 billion.

We had no borrowings at June 30, 2022, December 31, 2021 and June 30, 2021. Our
average cost of funds increased from 0.03% in the first quarter of 2022 to 0.04%
in the second quarter of 2022 and decreased from 0.05% in the second quarter of
2021.

The allowance for credit losses totaled $80.2 million at June 30, 2022, compared
to $65.0 million at December 31, 2022. At June 30, 2022, ACL as a percentage of
total loans and leases outstanding was 0.92%. This compares to 0.82% and 0.86%
at December 31, 2021 and June 30, 2021, respectively. When PPP loans are
excluded, the ACL as a percentage of total loans and leases outstanding was
0.93% at June 30, 2022, compared to 0.84% at December 31, 2021 and 0.94% at June
30, 2021.

The Company's total equity was $1.98 billion at June 30, 2022. This represented
an overall decrease of $99.3 million from total equity of $2.08 billion at
December 31, 2021. Increases to equity included $197.1 million for issuance of
8.6 million shares to acquire Suncrest and $104.6 million in net earnings.
Decreases included $52.2 million in cash dividends and a $242.9 million decrease
in other comprehensive income from the tax effected impact of the decline in
market value of available-for-sale securities. During 2022, we executed on a $70
million accelerated stock repurchase program and retired 2,993,551 shares of
common stock at an average price of $23.38. We also repurchased, under our
10b5-1 stock repurchase plan, 1,682,537 shares of common stock, at an average
repurchase price of $23.37, totaling $39.3 million. Our tangible book value per
share at June 30, 2022 was $8.51.

Our capital ratios under the revised capital framework referred to as Basel III
remain well-above regulatory requirements. As of June 30, 2022, the Company's
Tier 1 leverage capital ratio was 8.8%, common equity Tier 1 ratio was 13.4%,
Tier 1 risk-based capital ratio was 13.4%, and total risk-based capital ratio
was 14.2%. We did not elect to phase in the impact of CECL on regulatory
capital, as allowed under the interim final rule of the FDIC and other U.S.
banking agencies. Refer to our Analysis of Financial Condition - Capital
Resources.


                                       40

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Acquisition Related
On January 7, 2022, the Company completed the acquisition of Suncrest,
headquartered in Visalia, California. The Company acquired all of the assets and
assumed all of the liabilities of Suncrest in a stock and cash transaction for
$39.6 million in cash and $197.1 million in stock with the issuance of 8.6
million shares of the Company's common stock. As a result, Suncrest merged with
and into the Bank, the principal subsidiary of CVB. At close, Suncrest had seven
branch locations and two loan production offices in California's Central Valley
and the Sacramento metro area, which opened as Citizens Business Bank locations
on January 10, 2022.

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.

The second quarter of 2022 represents a full quarter of financial results. 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.
                                       41

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                     ANALYSIS OF THE RESULTS OF OPERATIONS


Financial Performance

                                             Three Months Ended
                                       June 30,               March 31,             Variance
                                         2022                 2022               $             %
                                            (Dollars in thousands, except per share amounts)
Net interest income                  $     121,940       $      112,840      $   9,100          8.06 %
(Provision for) recapture of credit         (3,600 )             (2,500 )       (1,100 )      -44.00 %
losses
Noninterest income                          14,670               11,264          3,406         30.24 %
Noninterest expense                        (50,871 )            (58,238 )        7,367         12.65 %
Income taxes                               (23,081 )            (17,806 )       (5,275 )      -29.62 %
Net earnings                         $      59,058       $       45,560      $  13,498         29.63 %
Earnings per common share:
Basic                                $        0.42       $         0.31      $    0.11
Diluted                              $        0.42       $         0.31      $    0.11
Return on average assets                      1.39 %               1.06 %         0.33 %
Return on average shareholders'              11.33 %               8.24 %         3.09 %
equity
Efficiency ratio                             37.24 %              46.93 %        -9.69 %
Noninterest expense to average                1.20 %               1.36 %        -0.16 %
assets




                                            Three Months Ended
                                                 June 30,                          Variance
                                         2022                2021               $             %
                                            (Dollars in thousands, except per share amounts)
Net interest income                  $     121,940       $     105,388      $  16,552         15.71 %
(Provision for) recapture of credit         (3,600 )             2,000         (5,600 )     -280.00 %
losses
Noninterest income                          14,670              10,836          3,834         35.38 %
Noninterest expense                        (50,871 )           (46,545 )       (4,326 )       -9.29 %
Income taxes                               (23,081 )           (20,500 )       (2,581 )      -12.59 %
Net earnings                         $      59,058       $      51,179      $   7,879         15.39 %
Earnings per common share:
Basic                                $        0.42       $        0.38      $    0.04
Diluted                              $        0.42       $        0.38      $    0.04
Return on average assets                      1.39 %              1.35 %         0.04 %
Return on average shareholders'              11.33 %             10.02 %         1.31 %
equity
Efficiency ratio                             37.24 %             40.05 %        -2.81 %
Noninterest expense to average                1.20 %              1.23 %        -0.03 %
assets




                                             Six Months Ended
                                                 June 30,                         Variance
                                         2022                2021              $             %
                                           (Dollars in thousands, except per share amounts)
Net interest income                  $     234,780       $    208,856      $  25,924         12.41 %
(Provision for) recapture of credit         (6,100 )           21,500        (27,600 )     -128.37 %
losses
Noninterest income                          25,934             24,517          1,417          5.78 %
Noninterest expense                       (109,109 )          (93,708 )      (15,401 )      -16.44 %
Income taxes                               (40,887 )          (46,093 )        5,206         11.29 %
Net earnings                         $     104,618       $    115,072      $ (10,454 )       -9.08 %
Earnings per common share:
Basic                                $        0.74       $       0.85      $   (0.11 )
Diluted                              $        0.74       $       0.85      $   (0.11 )
Return on average assets                      1.23 %             1.56 %        -0.33 %
Return on average shareholders'               9.74 %            11.37 %        -1.63 %
equity
Efficiency ratio                             41.85 %            40.15 %         1.70 %
Noninterest expense to average                1.28 %             1.27 %         0.01 %
assets




                                       42

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



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

                                                 Three Months Ended                       Six Months Ended
                                      June 30,        March 31,       June 30,        June 30,        June 30,
                                        2022            2022            2021            2022            2021
                                                               (Dollars in thousands)
Net Income                           $    59,058     $    45,560     $    51,179     $   104,618     $   115,072
Add: Amortization of intangible
assets                                     1,998           1,998           2,167           3,996           4,334
Less: Tax effect of amortization
of intangible assets (1)                    (591 )          (591 )          (641 )        (1,181 )        (1,281 )
Tangible net income                  $    60,465     $    46,967     $    52,705     $   107,433     $   118,125

Average stockholders' equity         $ 2,091,454     $ 2,243,335     $ 2,048,956     $ 2,166,975     $ 2,040,861
Less: Average goodwill                  (765,822 )      (759,014 )      (663,707 )      (762,437 )      (663,707 )
Less: Average intangible assets          (26,381 )       (28,190 )       (30,348 )       (27,280 )       (31,463 )
Average tangible common equity       $ 1,299,251     $ 1,456,131     $ 1,354,901     $ 1,377,258     $ 1,345,691

Return on average equity,
annualized                                 11.33 %          8.24 %         10.02 %          9.74 %         11.37 %
Return on average tangible
common equity, annualized                  18.67 %         13.08 %         15.60 %         15.73 %         17.70 %



(1)

Tax effected at respective statutory rates.

Net Interest Income



The principal component of our earnings is net interest income, which is the
difference between the interest and fees earned on loans and investments
(interest-earning assets) and the interest paid on deposits and borrowed funds
(interest-bearing liabilities). Net interest margin is net interest income as a
percentage of average interest-earning assets for the period. The level of
interest rates and the volume and mix of interest-earning assets and
interest-bearing liabilities impact net interest income and net interest margin.
The net interest spread is the yield on average interest-earning assets minus
the cost of average interest-bearing liabilities. Net interest margin and net
interest spread are included on a tax equivalent (TE) basis by adjusting
interest income utilizing the federal statutory tax rates of 21% in effect for
the three and six months ended June 30, 2022 and 2021. Our net interest income,
interest spread, and net interest margin are sensitive to general business and
economic conditions. These conditions include short-term and long-term interest
rates, inflation, monetary supply, and the strength of the international,
national and state economies, in general, and more specifically, the local
economies in which we conduct business. Our ability to manage net interest
income during changing interest rate environments will have a significant impact
on our overall performance. We manage net interest income through affecting
changes in the mix of interest-earning assets as well as the mix of
interest-bearing liabilities, changes in the level of interest-bearing
liabilities in proportion to interest-earning assets, and in the growth and
maturity of earning assets. See Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations - Asset/Liability and Market Risk
Management - Interest Rate Sensitivity Management included herein.

                                       43

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

                                                          Three Months Ended June 30,
                                                2022                                       2021
                                 Average                      Yield/        Average                       Yield/
                                 Balance        Interest       Rate         Balance        Interest        Rate
                                                             (Dollars in thousands)
INTEREST-EARNING ASSETS
Investment securities (1)
Available-for-sale securities:
Taxable                        $  3,708,306     $  16,863        1.85 %   $  2,832,787     $   9,226         1.35 %
Tax-advantaged                       27,770           179        3.10 %         29,765           184         2.97 %
Held-to-maturity securities:
Taxable                           2,078,983         9,978        1.93 %        859,175         4,007         1.87 %
Tax-advantaged                      288,978         1,736        2.92 %        203,667         1,123         2.67 %
Investment in FHLB stock             18,012           273        6.08 %         17,688           283         6.42 %
Interest-earning deposits with
other institutions                  804,147         1,463        0.73 %      1,738,785           479         0.11 %
Loans (2)                         8,634,575        92,770        4.31 %      8,249,481        91,726         4.46 %
Total interest-earning assets    15,560,771       123,262        3.20 %     13,931,348       107,028         3.11 %
Total noninterest-earning
assets                            1,446,177                                  1,258,796
Total assets                   $ 17,006,948                               $ 15,190,144

INTEREST-BEARING LIABILITIES
Savings deposits (3)           $  4,887,799     $   1,136        0.09 %   $  4,231,812     $   1,098         0.10 %
Time deposits                       361,463            65        0.07 %        401,291           327         0.33 %
Total interest-bearing
deposits                          5,249,262         1,201        0.09 %      4,633,103         1,425         0.12 %
FHLB advances, other
borrowings, and customer
  repurchase agreements             581,613           121        0.08 %        607,977           215         0.14 %

Interest-bearing liabilities 5,830,875 1,322 0.09 %

  5,241,080         1,640         0.13 %
Noninterest-bearing deposits      8,923,043                                  7,698,640
Other liabilities                   161,576                                    201,468
Stockholders' equity              2,091,454                                  2,048,956
Total liabilities and
stockholders' equity           $ 17,006,948                               $ 15,190,144

Net interest income                             $ 121,940                                  $ 105,388

    Net interest spread - tax
equivalent                                                       3.11 %                                      2.98 %
    Net interest margin                                          3.15 %                                      3.05 %
    Net interest margin - tax
equivalent                                                       3.16 %                                      3.06 %



(1)
Includes tax equivalent (TE) adjustments utilizing federal statutory rates of
21% in effect for the three months ended June 30, 2022 and June 30, 2021. The
non TE rates were 1.91% and 1.52% for the three months ended June 30, 2022 and
2021, respectively.
(2)
Includes loan fees of $2.1 million and $6.7 million for the three months ended
June 30, 2022 and 2021, respectively. Prepayment penalty fees of $2.4 million
and $3.4 million are included in interest income for the three months ended June
30, 2022 and 2021, respectively.
(3)
Includes interest-bearing demand and money market accounts.

                                       44

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                                                           Six Months Ended June 30,
                                                2022                                       2021
                                 Average                      Yield/        Average                       Yield/
                                 Balance        Interest       Rate         Balance        Interest        Rate
                                                             (Dollars in thousands)
INTEREST-EARNING ASSETS
Investment securities (1)
Available-for-sale securities:
Taxable                        $  3,613,093     $  29,512        1.68 %   $  2,679,052     $  18,194         1.41 %
Tax-advantaged                       28,916           362        3.00 %         29,961           375         2.99 %
Held-to-maturity securities:
Taxable                           2,022,005        19,082        1.90 %        720,596         6,818         1.90 %
Tax-advantaged                      277,129         3,295        2.88 %        201,519         2,252         2.70 %
Investment in FHLB stock             18,470           644        7.03 %         17,688           500         5.70 %
Interest-earning deposits with
other institutions                1,232,928         2,236        0.37 %      1,701,695           892         0.11 %
Loans (2)                         8,567,876       182,231        4.29 %      8,259,824       183,521         4.48 %
Total interest-earning assets    15,760,417       237,362        3.06 %     13,610,335       212,552         3.18 %
Total noninterest-earning
assets                            1,433,991                                  1,239,953
Total assets                   $ 17,194,408                               $ 14,850,288

INTEREST-BEARING LIABILITIES
Savings deposits (3)           $  4,984,664     $   2,189        0.09 %   $  4,129,598     $   2,296         0.11 %
Time deposits                       371,648           139        0.08 %        404,644           941         0.47 %
Total interest-bearing
deposits                          5,356,312         2,328        0.09 %      4,534,242         3,237         0.14 %
FHLB advances, other
borrowings, and customer
  repurchase agreements             630,526           254        0.08 %        599,124           459         0.15 %

Interest-bearing liabilities 5,986,838 2,582 0.09 %

  5,133,366         3,696         0.15 %
Noninterest-bearing deposits      8,822,444                                  7,470,832
Other liabilities                   218,151                                    205,229
Stockholders' equity              2,166,975                                  2,040,861
Total liabilities and
stockholders' equity           $ 17,194,408                               $ 14,850,288

Net interest income                             $ 234,780                                  $ 208,856

Net interest spread - tax
equivalent                                                       2.98 %                                      3.03 %
Net interest margin                                              3.02 %                                      3.11 %
Net interest margin - tax
equivalent                                                       3.03 %                                      3.12 %



(1)
Includes tax equivalent (TE) adjustments utilizing federal statutory rates of
21% in effect for the six months ended June 30, 2022 and 2021. The non TE rates
were 1.79% and 1.56% for the six months ended June 30, 2022 and 2021,
respectively.
(2)
Includes loan fees of $5.4 million and $15.6 million for the six months ended
June 30, 2022 and 2021, respectively. Prepayment penalty fees of $4.6 million
and $5.0 million are included in interest income for the six months ended June
30, 2022 and 2021, 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.

                                       45

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

                                           Comparison of Three Months Ended June 30,
                                                     2022 Compared to 2021
                                                   Increase (Decrease) Due to
                                                                       Rate/
                                   Volume              Rate           Volume           Total
                                                     (Dollars in thousands)
Interest income:
Available-for-sale securities:
Taxable investment securities   $      3,082       $      3,397     $     1,158     $      7,637
Tax-advantaged investment                (12 )                8              (1 )             (5 )

securities


Held-to-maturity securities:
Taxable investment securities          5,642                130             199            5,971
Tax-advantaged investment                462                106              45              613
securities
Investment in FHLB stock                   5                (15 )             -              (10 )
Interest-earning deposits with
other institutions                      (257 )            2,684          (1,443 )            984
Loans                                  4,282             (3,094 )          (144 )          1,044
Total interest income                 13,204              3,216            (186 )         16,234

Interest expense:
Savings deposits                         170               (114 )           (18 )             38
Time deposits                            (32 )             (255 )            25             (262 )
FHLB advances, other
borrowings, and                           (9 )              (87 )             2              (94 )
  customer repurchase
agreements
Total interest expense                   129               (456 )             9             (318 )
Net interest income             $     13,075       $      3,672     $      (195 )   $     16,552




                                           Comparison of Six Months Ended June 30,
                                                    2022 Compared to 2021
                                                  Increase (Decrease) Due to
                                                                     Rate/
                                   Volume            Rate           Volume           Total
                                                    (Dollars in thousands)
Interest income:
Available-for-sale securities:
Taxable investment securities   $     13,023      $     7,079     $    (8,784 )   $     11,318
Tax-advantaged investment                (26 )              -              13              (13 )

securities


Held-to-maturity securities:
Taxable investment securities         24,727               28         (12,491 )         12,264
Tax-advantaged investment              1,675              299            (931 )          1,043
securities
Investment in FHLB stock                  45              235            (136 )            144
Interest-earning deposits with
other institutions                      (496 )          4,425          (2,585 )          1,344
Loans                                 13,800          (15,811 )           721           (1,290 )
Total interest income                 52,748           (3,745 )       (24,193 )         24,810

Interest expense:
Savings deposits                         959             (973 )           (93 )           (107 )
Time deposits                           (155 )         (1,592 )           945             (802 )
FHLB advances, other
borrowings, and                           48             (434 )           181             (205 )
  customer repurchase
agreements
Total interest expense                   852           (2,999 )         1,033           (1,114 )
Net interest income             $     51,896      $      (746 )   $   (25,226 )   $     25,924






                                       46

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Second Quarter of 2022 Compared to the Second Quarter of 2021



Net interest income, before provision for credit losses, of $121.9 million for
the second quarter of 2022 increased $16.6 million, or 15.71%, compared to
$105.4 million for the second quarter of 2021. Interest-earning assets increased
on average by $1.63 billion, or 11.70%, from $13.93 billion for the second
quarter of 2021 to $15.56 billion for the second quarter of 2022. Our net
interest margin (TE) was 3.16% for the second quarter of 2022, compared to 3.06%
for the second quarter of 2021. The increase in our net interest margin was the
result of the increase in our average earning asset yield, while maintaining our
very low cost of funds that declined from 5 basis points in the second quarter
of 2021 to 4 basis points in the second quarter of 2022, during a period of time
that the Federal Reserve increased Fed Funds by 150 basis points.

Total interest income was $123.3 million for the second quarter of 2022, which
was $16.2 million, or 15.17%, higher than the same period of 2021. The increase
was due to a combination of growth in average interest-earning assets of $1.63
billion and expanding earning asset yield by 9 basis points, to 3.20% for the
second quarter of 2022, compared to 3.11% for the second quarter of 2021.
Year-over-year earning asset growth resulted from both the acquisition of
Suncrest on January 7, 2022, in addition to core loan and deposit growth over
the last year. The 9 basis point increase in the average interest-earning asset
yield compared to the second quarter of 2021, was impacted by higher yields on
investments and a change in asset mix. Excess liquidity held at the Federal
Reserve was invested into higher yielding investments, which increased from
28.18% of average earning assets in the second quarter of 2021 to 39.23% in the
second quarter of 2022. Throughout the first half of 2022, we deployed some of
the excess liquidity on the balance sheet at the end of 2021 into additional
investment securities by purchasing approximately $1.5 billion in securities.
Total investment income of $28.8 million increased $14.2 million, or 97.77%,
from the second quarter of 2021. Investment income growth resulted from both
higher levels of investment securities and higher investment yields. Investment
yields increased from 1.55% in the second quarter of 2021 to 1.93% in the second
quarter of 2022.

Total interest income and fees on loans for the second quarter of 2022 was $92.8
million, an increase of $1.0 million, or 1.14%, from the second quarter of 2021.
The increase in interest income and fees on loans year-over-year was primarily
due to a $385.1 million increase in average loans, offset by lower loan yields
of 15 basis points, primarily resulting from lower loan yields on new loan
originations during a time period of very low interest rates. Additionally,
interest and fee income from PPP loans declined by $6.7 million from $8.1
million in the second quarter of 2021. Discount accretion on acquired loans
decreased by $1.6 million compared to the second quarter of 2021. The decline in
interest rates since the start of the pandemic has had a negative impact on loan
yields, which, after excluding discount accretion and the impact from PPP loans
("core") loan yield declined by 13 basis points compared to the second quarter
of 2021.

Interest income from investment securities was $28.8 million, an increase of
$14.2 million, or 97.77%, from the second quarter of 2021. Investment income
growth resulted from higher levels of investment securities as a result of
purchases of investment securities funded by the growth in the Bank's deposits.
Excess liquidity held at the Federal Reserve was invested into higher yielding
investments, while our balance at the Federal Reserve averaged $797.3 million
for the second quarter of 2022, compared to more than $1.7 billion in the second
quarter of 2021. During the second quarter of 2022, we purchased approximately
$356 million in investment securities, with expected yields of approximately
3.75%. With interest rates increasing during the second quarter of 2022, our
tax-equivalent yield on investment securities increased from 1.55% in the second
quarter of 2021 to 1.93% for the second quarter of 2022.

Interest expense of $1.3 million for the second quarter of 2022, decreased
$318,000, or 19.39%, compared to the second quarter of 2021. Although short-term
interest rates were higher during the second quarter of 2022, compared to the
prior year, the average rate paid on interest-bearing liabilities decreased by 4
basis points, to 0.09% for the second quarter of 2022 from 0.13% for the second
quarter of 2021. Average interest-bearing liabilities were $589.8 million higher
for the second quarter of 2022 when compared to the second quarter of 2021. On
average, noninterest-bearing deposits were 62.96% of our total deposits for the
second quarter of 2022, compared to 62.43% for the second quarter of 2021. In
comparison to the second quarter of 2021, our overall cost of funds decreased by
one basis point, partially due to growth in average noninterest-bearing deposits
of $1.22 billion, compared to the increase in average interest-bearing deposits
of $616.2 million.


                                       47

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Six Months of 2022 Compared to Six Months of 2021



Net interest income, before provision for credit losses, was $234.8 million for
the six months ended June 30, 2022, an increase of $25.9 million, or 12.41%,
compared to $208.9 million for the same period of 2021. Interest-earning assets
increased on average by $2.15 billion, or 15.80%, from $13.61 billion for the
six months ended June 30, 2021 to $15.76 billion for the same period in the
current year. Our net interest margin (TE) was 3.03% for the first six months of
2022, compared to 3.12% for the same period of 2021.

Interest income for the six months ended June 30, 2022, was $237.4 million,
which represented a $24.8 million, or 11.67%, increase when compared to the same
period of 2021. Compared to the first six months of 2021, average
interest-earning assets increased by $2.15 billion, while the yield on
interest-earning assets decreased by 12 basis points. Year-over-year earning
asset growth resulted from both the acquisition of Suncrest on January 7, 2022,
in addition to core loan and deposit growth over the last year. The 12 basis
point decrease in the earning asset yield over the first six months of 2021,
resulted from a 19 basis point decline in loan yields from 4.48% for the first
six months of 2021 to 4.29% for the same period of 2022, as well as a change in
the mix of earning assets. Average loans as a percentage of earning assets
declined from 60.69% for the first six months of 2021 to 54.36% for the first
six months of 2022. Throughout the first half of 2022, we deployed some of our
excess liquidity on our balance sheet at the end of 2021 into additional
investment securities by purchasing approximately $1.5 billion in securities
during the first six months of 2022. Average investments as a percentage of
earning assets increased to 37.70% for the first six months of 2022 from 26.68%
for the same period of 2021. The non tax-equivalent yield on investment
securities was 1.79% for the six months ended June 30, 2022, compared to 1.56%
for the same period of 2021.

Total interest income and fees on loans for the first six months of 2022 of
$182.2 million decreased $1.3 million, or 0.70%, when compared to the same
period of 2021. Although average loans increased $308.1 million for the first
six months of 2022 when compared with the same period of 2021, the decline in
interest rates since the start of the pandemic has had a negative impact on loan
yields, which, after excluding discount accretion and the impact from PPP loans
("core") loan yield declined by 13 basis points compared to the first six months
of 2021. In addition to the decrease in core loan yields, the first six months
of 2022 reflected a $3.8 million decrease in discount accretion on acquired
loans when compared to the first six months of 2021. Additionally, the PPP loans
generated approximately $4.2 million in loan fee and interest income during the
first six months of 2022, compared to $18.4 million for the same period in 2021.

Interest income from investment securities of $52.3 million for the six months
ended June 30, 2022, increased $24.6 million from $27.6 million for the first
six months of 2021. This increase was the combined result of a $2.31 billion
increase in average investment securities and a 23 basis point increase in the
yield on securities, compared to the first six months of 2021.

Interest expense of $2.6 million for the six months ended June 30, 2022,
decreased by $1.1 million from the same period of 2021. The average rate paid on
interest-bearing liabilities decreased by 6 basis points, to 0.09% for the first
six months of 2022, from 0.15% for the same period of 2021. The rate on
interest-bearing deposits for the first six months of 2022 decreased by 5 basis
points from the same period in 2021. Average interest-bearing liabilities were
$853.5 million higher for the first six months of 2022 when compared with the
same period of 2021. Average interest-bearing deposits grew by $822.1 million
when compared to the first six months of 2021. Average noninterest-bearing
deposits represented 62.22% of our total deposits for the six months ended June
30, 2022, compared to 62.23% for the same period of 2021. Total cost of funds
for the first six months of 2022 was 0.04%, compared with 0.06% for the same
period of 2021.

Provision for (Recapture of) Credit Losses

The provision for 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 at the balance sheet date.



The allowance for credit losses on loans totaled $80.2 million at June 30, 2022,
compared to $65.0 million at December 31, 2021 and $69.3 million as of June 30,
2021. The second quarter of 2022 included $3.6 million in provision for credit
losses, compared to a $2.5 million in provision for credit losses in the first
quarter of 2022. The $2.5 million provision for credit losses in the first
quarter of 2022 was the net result of the $4.9 million provision for credit
losses recorded for the acquisition of the Suncrest non-PCD loans on January 7,
2022 and a subsequent $2.4 million recapture of provision due to the net impact
of improvements in the underlying loan characteristics of certain classified
loans and the impact of changes in the economic forecast of certain
macroeconomic variables. A $2.0 million recapture of provision for credit losses
was recorded in the second quarter of 2021. The $3.6 million provision for
credit losses in the most recent quarter was the result of core loan growth of
approximately $155 million from March 31, 2022 to June 30, 2022 and an increase
in projected loss rates
                                       48

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from a deteriorating economic forecast that assumes very modest growth in GDP,
lower commercial real estate values and an increase in unemployment for the next
18 to 24 months. The $3.6 million provision for credit losses was also impacted
by net recoveries of $503,000 during the second quarter and a decline in
specific loan loss reserves of approximately $900,000.

For the six months ended June 30, 2022, we recorded $6.1 million in provision
for credit losses, and experienced credit charge-offs of $24,000 and total
recoveries of $522,000, resulting in net recoveries of $498,000. For the six
months ended June 30, 2021, we recaptured $21.5 million in provision for credit
losses, due to the improved outlook in our forecast of certain macroeconomic
variables that were influenced by the economic impact of the pandemic and
government stimulus. For the six months ended June 30, 2021, we experienced
credit charge-offs of $3.0 million and total recoveries of $135,000, resulting
in net charge-offs of $2.9 million. At June 30, 2022, ACL as a percentage of
total loans and leases outstanding, at amortized cost, was 0.92%, or 0.93% of
total loans when excluding the $67.0 million in PPP loans. This compares to
0.82% and 0.84% at December 31, 2021, respectively. As of June 30, 2022,
remaining discounts on acquired loans were $11.1 million. Refer to the
discussion of "Allowance for Credit Losses" in Item 2 - Management's Discussion
and Analysis of Financial Condition and Results of Operations contained herein
for discussion concerning observed changes in the credit quality of various
components of our loan portfolio as well as changes and refinements to our
methodology.

No assurance can be given that economic conditions which 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 that
the pandemic, geopolitical events in Europe, and overall supply chain issues may
have on inflation, interest rates, and 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, BankCard services, international banking,
and other business services. Also included in noninterest income are service
charges and fees, primarily from deposit accounts, Bank Owned Life Insurance
("BOLI"), gains (net of losses) from the disposition of investment securities,
loans, other real estate owned, and fixed assets, and other revenues not
included as interest on earning assets.

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



                       Three Months Ended                                    Six Months Ended
                            June 30,                   Variance                  June 30,                   Variance
                        2022          2021          $            %           2022         2021          $             %
                                                             (Dollars in thousands)
Noninterest income:
Service charges on
deposit
 accounts            $    5,333     $  4,169     $ 1,164         27.92 %  

$ 10,392 $ 8,154 $ 2,238 27.45 % Trust and investment services

                  2,962        3,167        (205 )       -6.47 %      5,784        5,778            6          0.10 %
Bankcard services           310          533        (223 )      -41.84 %        726          883         (157 )      -17.78 %
BOLI income                 603        1,240        (637 )      -51.37 %      1,952        5,864       (3,912 )      -66.71 %
Swap fee income               -            -           -             -            -          215         (215 )     -100.00 %
Gain on OREO, net             -           48         (48 )     -100.00 %          -          477         (477 )     -100.00 %
Other                     5,462        1,679       3,783        225.31 %      7,080        3,146        3,934        125.05 %
Total noninterest
income               $   14,670     $ 10,836     $ 3,834         35.38 %   $ 25,934     $ 24,517     $  1,417          5.78 %


Second Quarter of 2022 Compared to the Second Quarter of 2021



Noninterest income was $14.7 million for the second quarter of 2022, compared
with $10.8 million for the second quarter of 2021.The second quarter of 2022
included $2.7 million in net gains on the sale of properties associated with
banking centers, including $2.4 million from the sale of one property. In
addition, the second quarter of 2022 reflected a $1.0 million net increase in
income on our CRA investments, including a $1.3 million gain from a distribution
related to one of these investments. Service charges on deposit accounts
increased by $1.2 million from the prior year quarter, due to increases in the
volume of services provided to our business customers and the addition of
customers from the Suncrest acquisition.

CitizensTrust consists of Wealth Management and Investment Services income. The
Wealth Management group provides a variety of services, which include asset
management, financial planning, estate planning, retirement planning, private
and corporate trustee services, and probate services. Investment Services
provides self-directed brokerage, 401(k)
                                       49

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plans, mutual funds, insurance and other non-insured investment products. At
June 30, 2022, CitizensTrust had approximately $3.14 billion in assets under
management and administration, including $2.32 billion in assets under
management. CitizensTrust generated fees of $3.0 million for the second quarter
of 2022, compared to $3.2 million for the same period of 2021. Market
conditions, both equity and fixed income, have negatively impacted assets under
management values and trust fee income.

The Bank's investment in BOLI includes life insurance policies acquired through
acquisitions and the purchase of life insurance by the Bank on a select group of
employees. The Bank is the owner and beneficiary of these policies. BOLI is
recorded as an asset at its cash surrender value. The policies consist of
general account, separate account, and hybrid policies. 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. There were no death benefits from our BOLI
policies for the second quarter of 2022 and 2021. Second quarter income from
BOLI declined by $637,000 compared to the second quarter of 2021, due to lower
returns on separate account policies that are used to fund deferred compensation
liabilities.

The Bank enters 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 the swaps primarily offset each
other resulting in swap fee income (refer to Note 9 - Derivative Financial
Instruments of the notes to the unaudited condensed consolidated financial
statements of this report for additional information). Generally speaking, our
volume of interest rate swaps is impacted by the shape of the yield curve, with
a relatively flat yield curve more conducive to a higher volume of swaps. There
were no executed swap agreements related to new loan originations for the second
quarter of 2022 and the second quarter of 2021.

Six Months of 2022 Compared to Six Months of 2021



The $1.4 million increase in noninterest income was primarily due to $2.4
million in net gain on the sale of one of our properties and a $1.3 million gain
from a distribution related to one of our CRA investments during the first six
months of 2022. Service charges on deposit accounts increased by $2.2 million
from the first six months of 2021. BOLI income declined from the prior year
period, as the first six months of 2021 included $3.5 million in death benefits
that exceeded the asset value of certain BOLI policies.

Noninterest Expense

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



                         Three Months Ended                                     Six Months Ended
                              June 30,                   Variance                   June 30,                   Variance
                          2022          2021          $            %           2022          2021          $             %
                                                               (Dollars in thousands)
Noninterest expense:
Salaries and employee
benefits               $   31,553     $ 28,836     $ 2,717          9.42 %   $  64,209     $ 58,542     $  5,667          9.68 %
Occupancy                   4,483        4,256         227          5.33 %       9,031        8,363          668          7.99 %
Equipment                   1,084          693         391         56.42 % 

2,107 1,449 658 45.41 % Professional services 2,305 2,248 57 2.54 %

       4,350        4,416          (66 )       -1.49 %
Computer software
expense                     3,103        2,657         446         16.79 %       6,898        5,501        1,397         25.40 %
Marketing and
promotion                   1,638        1,799        (161 )       -8.95 %       3,096        2,524          572         22.66 %
Amortization of
intangible
  assets                    1,998        2,167        (169 )       -7.80 % 

3,996 4,334 (338 ) -7.80 % Telecommunications expense

                       516          526         (10 )       -1.90 %       1,070        1,078           (8 )       -0.74 %

Regulatory assessments 1,379 1,139 240 21.07 %


     2,768        2,198          570         25.93 %
Insurance                     494          455          39          8.57 %         982          908           74          8.15 %
Loan expense                  171          311        (140 )      -45.02 %         539          549          (10 )       -1.82 %
OREO expense                    -           33         (33 )     -100.00 %          (3 )         42          (45 )     -107.14 %
(Recapture of)
provision for
  unfunded loan
commitments                     -       (1,000 )     1,000        100.00 %           -       (1,000 )      1,000        100.00 %
Directors' expenses           365          389         (24 )       -6.17 %         729          768          (39 )       -5.08 %
Stationery and
supplies                      232          241          (9 )       -3.73 %         466          485          (19 )       -3.92 %
Acquisition related
expenses                      375                      375             -         6,013            -        6,013             -
Other                       1,175        1,795        (620 )      -34.54 %  

2,858 3,551 (693 ) -19.52 % Total noninterest expense

$   50,871     $ 46,545     $ 4,326          9.29 %  

$ 109,109 $ 93,708 $ 15,401 16.44 %



Noninterest expense to
average
  assets                     1.20 %       1.23 %                                  1.28 %       1.27 %
Efficiency ratio (1)        37.24 %      40.05 %                                 41.85 %      40.15 %



                                       50

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(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 1.20% for the
second quarter of 2022, compared to 1.23% for the second quarter of 2021. The
decline in this ratio for 2022 reflects the $1.82 billion growth in average
assets that resulted in growth in assets that exceeded the 9% growth in expense.

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 37.24% for
the second quarter of 2022, compared to 40.05% for the second quarter of 2021.

Second Quarter of 2022 Compared to the Second Quarter of 2021



Noninterest expense of $50.9 million for the second quarter of 2022 was $4.3
million, or 9.29%, higher than the second quarter of 2021. The $4.3 million
increase year-over-year was primarily the result of expense growth associated
with the acquisition of Suncrest Bank, including an increase of $2.7 million in
salaries and employee benefits and an increase in occupancy and equipment of
$618,000. Occupancy and equipment expense growth was primarily due to the
addition of seven banking centers resulting from the acquisition of Suncrest at
the beginning of 2022, two of which were consolidated at the end of the second
quarter. Acquisition expense related to the merger of Suncrest was $375,000 for
the second quarter of 2022. The systems integration and consolidations
associated with the Suncrest's acquisition were completed by the end of the
second quarter. The second quarter of 2021 included a $1.0 million recapture of
provision for unfunded loan commitments. The recapture was the result of our
improving economic forecast and the resulting impact from the macroeconomic
variables on lower expected losses from unfunded commitments.

Six Months of 2022 Compared to Six Months of 2021



Noninterest expense of $109.1 million for the first six months of 2022 was $15.4
million higher than the prior year period. The year-over-year increase included
a $5.7 million increase in salaries and employee benefits, which included
additional compensation related expenses for the newly hired and former Suncrest
associates. Occupancy and equipment increased by $1.3 million due to the
addition of seven banking centers resulting from the acquisition of Suncrest.
Acquisition expense related to the merger of Suncrest was $6.0 million for the
first six months of 2022. The increase in software expense of $1.4 million,
included costs associated with the continued use of Suncrest's legacy banking
systems, prior to conversions, as well as continued investments in technology.
The year-over-year increase also included a $1.0 million recapture of provision
for unfunded loan commitments in the second quarter of 2021. The increase in
marketing and promotion expense compared to the first six months of 2021 was
primarily due to the impact that the COVID-19 pandemic had on marketing and
promotional events in 2021. As a percentage of average assets, noninterest
expense was 1.28% for the six months ended June 30, 2022, compared to 1.27% for
the same period of 2021. If acquisition expense is excluded, noninterest expense
as a percentage of average assets was 1.21% for the first six months of 2022.
For the six months ended June 30, 2022, the efficiency ratio was 41.85%,
compared to 40.15% for the same period of 2021. Excluding acquisition expense,
the efficiency ratio was 39.54% for the six months ended June 30, 2022.

Income Taxes



The Company's effective tax rate for the three and six months ended June 30,
2022 was 28.10%, compared to 28.60% for the three and six months ended June 30,
2021, respectively. Our estimated annual effective tax rate varies depending
upon the level of tax-advantaged income as well as available tax credits.

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

                                       51

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                        ANALYSIS OF FINANCIAL CONDITION

Total assets of $16.76 billion at June 30, 2022 increased by $876.3 million, or
5.52%, from total assets of $15.88 billion at December 31, 2021.
Interest-earning assets of $15.28 billion at June 30, 2022 increased by $595.7
million, or 4.06%, when compared with $14.68 billion at December 31, 2021. The
increase in interest-earning assets was primarily due to a $928.6 million
increase in investment securities and an $804.5 million increase in total loans,
partially offset by a $1.12 billion decrease in interest-earning balances due
from the Federal Reserve.

On January 7, 2022, we completed the acquisition of Suncrest with approximately
$1.38 billion in total assets, acquired at fair value, and seven banking
centers. The increase in total assets at June 30, 2022 included $765.9 million
of acquired net loans at fair value, $131.1 million of investment securities,
and $9 million in bank-owned life insurance. The acquisition resulted in $102.1
million of goodwill and $3.9 million in core deposit intangibles. Net cash
proceeds were used to fund the $39.6 million in cash paid to the former
shareholders of Suncrest as part of the merger consideration.

Total liabilities were $14.78 billion at June 30, 2022, an increase of $975.6
million, or 7.07%, from total liabilities of $13.80 billion at December 31,
2021. Total deposits grew by $1.10 billion, or 8.44%. Total equity decreased
$99.3 million, or 4.77%, to $1.98 billion at June 30, 2022, compared to total
equity of $2.08 billion at December 31, 2021. Increases to equity included
$197.1 million for issuance of 8.6 million shares to acquire Suncrest and $104.6
million in net earnings. Decreases included $52.2 million in cash dividends and
a $242.9 million decrease in other comprehensive income from the tax effected
impact of the decline in market value of available-for-sale securities. During
2022, we executed on a $70 million accelerated stock repurchase program and
retired 2,993,551 shares of common stock at an average price of $23.38. We also
repurchased, under our 10b5-1 stock repurchase plan, 1,682,537 shares of common
stock, at an average repurchase price of $23.37, totaling $39.3 million.

Investment Securities



The Company maintains a portfolio of investment securities to provide interest
income and to serve as a source of liquidity for its ongoing operations. At June
30, 2022, total investment securities were $6.04 billion. This represented an
increase of $928.6 million, or 18.17%, from $5.11 billion at December 31, 2021.
The increase in investment securities was primarily due to new securities
purchased exceeding cash outflow from the portfolio in the first half of 2022.
At June 30, 2022, investment securities HTM totaled $2.41 billion. At June 30,
2022, our AFS investment securities totaled $3.63 billion, inclusive of a
pre-tax net unrealized loss of $346.3 million. The after-tax unrealized loss
reported in AOCI on AFS investment securities was $243.9 million. The changes in
the net unrealized holding loss resulted primarily from fluctuations in market
interest rates. For the six months ended June 30, 2022 and 2021,
repayments/maturities of investment securities totaled $497.3 million and $507.9
million, respectively. We deployed some of our excess liquidity into additional
securities by purchasing $1.5 billion in new investment securities, with yields
on average of approximately 2.69%, and $1.55 billion for the six months ended
June 30, 2022 and 2021, respectively. During the second quarter of 2022, we
purchased approximately $264.5 million of AFS securities with an average
expected yield of approximately 3.49% and $91.9 million of HTM securities with
an average expected yield of approximately 4.5%. The first quarter of 2022,
included purchases of approximately $813.2 million in new AFS securities with an
expected tax equivalent yield of 2.42% and $357.2 million in new HTM securities
with an expected tax equivalent yield of approximately 1.61%. There were no
investment securities sold during the second quarter of 2022 and 2021.

                                       52

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



                                                                  June 30, 2022
                                                                          Gross
                                                Gross Unrealized       Unrealized
                            Amortized Cost        Holding Gain        Holding Loss      Fair Value       Total Percent
                                                              (Dollars in thousands)
Investment securities
available-for-sale:
Mortgage-backed securities $      3,386,552     $             423     $    (278,060 )   $ 3,108,915               85.74 %
CMO/REMIC                           557,723                     8           (67,601 )       490,130               13.52 %
Municipal bonds                      27,139                   100            (1,150 )        26,089                0.72 %
Other securities                      1,023                     -                 -           1,023                0.02 %
Total available-for-sale
securities                 $      3,972,437     $             531     $    (346,811 )   $ 3,626,157              100.00 %
Investment securities
held-to-maturity:
Government agency/GSE      $        562,287     $             359     $     (82,668 )   $   479,978               23.31 %
Mortgage-backed securities          688,320                   159           (74,344 )       614,135               28.53 %
CMO/REMIC                           799,591                     -           (83,786 )       715,805               33.15 %
Municipal bonds                     362,110                   245           (38,090 )       324,265               15.01 %
Total held-to-maturity
securities                 $      2,412,308     $             763     $    (278,888 )   $ 2,134,183              100.00 %



                                                                 December 31, 2021
                                                      Gross              Gross
                                                   Unrealized          Unrealized
                             Amortized Cost       Holding Gain        Holding Loss      Fair Value       Total Percent
                                                              (Dollars in thousands)
Investment securities
available-for-sale:
Mortgage-backed securities  $      2,553,246     $        25,873     $      (15,905 )   $ 2,563,214               80.50 %
CMO/REMIC                            602,555               1,586            (13,983 )       590,158               18.53 %
Municipal bonds                       28,365               1,103                  -          29,468                0.93 %
Other securities                       1,083                   -                  -           1,083                0.04 %
Total available-for-sale
securities                  $      3,185,249     $        28,562     $      (29,888 )   $ 3,183,923              100.00 %
Investment securities
held-to-maturity:
Government agency/GSE       $        576,899     $         5,907     $       (7,312 )   $   575,494               29.95 %
Mortgage-backed securities           647,390               4,109             (6,106 )       645,393               33.61 %
CMO/REMIC                            490,670                 596             (5,030 )       486,236               25.48 %
Municipal bonds                      211,011               4,714             (1,155 )       214,570               10.96 %
Total held-to-maturity
securities                  $      1,925,970     $        15,326     $      (19,603 )   $ 1,921,693              100.00 %



As of June 30, 2022, approximately $43.0 million in U.S. government agency bonds
are callable. The Agency CMO/REMIC securities are backed by agency-pooled
collateral. Municipal bonds, which represented approximately 6% of the total
investment portfolio, are predominately AA or higher rated securities.


                                       53

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The following table presents 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 June 30, 2022 and
December 31, 2021.

                                                                      June 30, 2022
                                 Less Than 12 Months               12 Months or Longer                      Total
                                                Gross                             Gross                             Gross
                                             Unrealized                        Unrealized                        Unrealized
                                               Holding                           Holding                           Holding
                            Fair Value         Losses         Fair Value         Losses         Fair Value         Losses
                                                                 (Dollars in thousands)
Investment securities
available-for-sale:
Mortgage-backed securities  $ 2,212,757     $    (168,634 )   $   810,125     $    (109,426 )   $ 3,022,882     $    (278,060 )
CMO/REMIC                       109,306            (8,662 )       378,651           (58,939 )       487,957           (67,601 )
Municipal bonds                  22,793            (1,150 )             -                 -          22,793            (1,150 )
Total available-for-sale
securities                  $ 2,344,856     $    (178,446 )   $ 1,188,776     $    (168,365 )   $ 3,533,632     $    (346,811 )
Investment securities
held-to-maturity:
Government agency/GSE       $   233,979     $     (36,324 )   $   226,224

$ (46,344 ) $ 460,203 $ (82,668 ) Mortgage-backed securities 552,966

           (73,582 )         4,209              (762 )       557,175           (74,344 )
CMO/REMIC                       715,805           (83,786 )             -                 -         715,805           (83,786 )
Municipal bonds                 221,355           (26,968 )        54,397           (11,122 )       275,752           (38,090 )
Total held-to-maturity
securities                  $ 1,724,105     $    (220,660 )   $   284,830     $     (58,228 )   $ 2,008,935     $    (278,888 )



                                                                      December 31, 2021
                                 Less Than 12 Months                 12 Months or Longer                       Total
                                                Gross                               Gross                              Gross
                                              Unrealized                         Unrealized                          Unrealized
                            Fair Value      Holding Losses     Fair Value      Holding Losses      Fair Value      Holding Losses
                                                                   (Dollars in thousands)
Investment securities
available-for-sale:
Mortgage-backed securities  $ 1,465,647     $      (15,099 )   $    44,244     $          (806 )   $ 1,509,891     $      (15,905 )
CMO/REMIC                       450,393            (11,515 )        53,745              (2,468 )       504,138            (13,983 )
Municipal bonds                       -                  -               -                   -               -                  -
Total available-for-sale
securities                  $ 1,916,040     $      (26,614 )   $    97,989

$ (3,274 ) $ 2,014,029 $ (29,888 )





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 June 30, 2022 and December 31, 2021.

Refer to Note 5 - Investment Securities of the notes to the unaudited condensed
consolidated financial statements of this report for additional information on
our investment securities portfolio.


                                       54

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Loans



Total loans and leases, at amortized cost, of $8.69 billion at June 30, 2022
increased by $804.5 million, or 10.20%, from December 31, 2021. The increase in
total loans included $774.5 million of loans acquired from Suncrest in the first
quarter of 2022. After adjusting for acquired loans, seasonality and forgiveness
of PPP loans, our core loans grew by $319.8 million, or 4.35%, from the end of
2021, or approximately 8% annualized. The $319.8 million core loan growth
included $273.1 million in commercial real estate loans, $44.1 million in
commercial and industrial loans, $19.3 million in SFR mortgage loans, and $9.8
million in consumer and other loans, partially offset by decreases of $18.4
million in construction loans and $11.6 million in SBA loans. The majority of
the $130.6 million decrease in dairy & livestock loans was seasonal.

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

                     Distribution of Loan Portfolio by Type

                                                   June 30, 2022       December 31, 2021
                                                          (Dollars in thousands)

Commercial real estate                            $     6,643,628     $         5,789,730
Construction                                               60,584                  62,264
SBA                                                       297,109                 288,600
SBA - Paycheck Protection Program (PPP)                    66,955           

186,585


Commercial and industrial                                 941,595           

813,063


Dairy & livestock and agribusiness                        273,594           

386,219


Municipal lease finance receivables                        64,437                  45,933
SFR mortgage                                              260,218                 240,654
Consumer and other loans                                   84,109                  74,665
Total loans, at amortized cost                          8,692,229           

7,887,713


Less: Allowance for credit losses                         (80,222 )         

(65,019 )

Total loans and lease finance receivables, net $ 8,612,007 $

7,822,694





As of June 30, 2022, $499.6 million, or 7.52% of the total commercial real
estate loans included loans secured by farmland, compared to $364.4 million, or
6.29%, at December 31, 2021. The loans secured by farmland included $132.1
million for loans secured by dairy & livestock land and $367.5 million for loans
secured by agricultural land at June 30, 2022, compared to $134.9 million for
loans secured by dairy & livestock land and $229.5 million for loans secured by
agricultural land at December 31, 2021. As of June 30, 2022, dairy & livestock
and agribusiness loans of $273.6 million included $52.4 million of agribusiness
loans. This compares to $34.5 of agribusiness loans included in the $386.2
million dairy & livestock and agribusiness loans as of December 31, 2021.

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 June 30, 2022, the Company had $209.2 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 June 30,
2022, the Company had $87.9 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.


                                       55

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As an active participant in the SBA's Paycheck Protection Program, we originated
approximately 4,100 PPP loans totaling $1.10 billion in round one, with a
remaining outstanding balance of $6.3 million as of June 30, 2022. As of June
30, 2022, we have originated approximately 1,900 PPP loans in round two with a
remaining outstanding balance of $60.7 million.

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 June 30, 2022.



                                                 June 30, 2022
                                                              Commercial Real
                                    Total Loans                Estate Loans
                                            (Dollars in thousands)
Los Angeles County            $ 3,271,236        37.6 %   $ 2,350,329        35.4 %
Central Valley and Sacramento   2,074,554        23.9 %     1,662,209        25.0 %
Inland Empire                   1,062,439        12.2 %       697,117        10.5 %
Orange County                     984,068        11.3 %       857,857        12.9 %
Central Coast                     478,386         5.5 %       398,130         6.0 %
San Diego                         323,512         3.7 %       298,315         4.5 %
Other California                  159,515         1.9 %        94,258         1.4 %
Out of State                      338,519         3.9 %       285,413         4.3 %
                              $ 8,692,229       100.0 %   $ 6,643,628       100.0 %


The table below breaks down our commercial real estate portfolio.



                                                             June 30, 2022
                                                                        Percent
                                                                        Owner-             Average
                                    Loan Balance       Percent       Occupied (1)       Loan Balance
                                                         (Dollars in thousands)
Commercial real estate:
Industrial                         $    2,239,654          33.7 %              50.0 %   $       1,554
Office                                  1,121,196          16.9 %              24.7 %           1,654
Retail                                    927,862          14.0 %              10.2 %           1,605
Multi-family                              740,905          11.1 %               0.8 %           1,479
Secured by farmland (2)                   499,646           7.5 %              97.8 %           1,380
Medical                                   323,206           4.9 %              33.7 %           1,496
Other (3)                                 791,159          11.9 %              47.7 %           1,390
Total commercial real estate       $    6,643,628         100.0 %              37.2 %   $       1,529



(1)
Represents percentage of reported owner-occupied at origination in each real
estate loan category.
(2)
The loans secured by farmland included $132.1 million for loans secured by dairy
& livestock land and $367.5 million for loans secured by agricultural land at
June 30, 2022.
(3)
Other loans consist of a variety of loan types, none of which exceeds 2.0% of
total commercial real estate loans at June 30, 2022.

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Nonperforming Assets



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

                                                    June 30, 2022       December 31, 2021
                                                           (Dollars in thousands)
Nonaccrual loans                                   $        12,964     $             6,893
Loans past due 90 days or more and still accruing
interest                                                         -                       -
Nonperforming troubled debt restructured loans
(TDRs)                                                           -                       -
Total nonperforming loans                                   12,964          

6,893


OREO, net                                                        -                       -
Total nonperforming assets                         $        12,964     $    

6,893


Performing TDRs                                    $         5,198     $    

5,293

Total nonperforming loans and performing TDRs $ 18,162 $

12,186



Percentage of nonperforming loans and performing
TDRs to total loans,
  at amortized cost                                           0.21 %        

0.15 %

Percentage of nonperforming assets to total loans, at amortized cost,


  and OREO                                                    0.15 %                  0.09 %
Percentage of nonperforming assets to total assets            0.08 %        

0.04 %

Troubled Debt Restructurings ("TDRs")



Total TDRs were $5.2 million at June 30, 2022, compared to $5.3 million at
December 31, 2021. At June 30, 2022, all of our TDRs were performing and
accruing interest as restructured loans. Our performing TDRs were generally
provided a modification of loan repayment terms in response to borrower
financial difficulties. The performing restructured loans represent the only
loans accruing interest at each respective reporting date. A performing
restructured loan is categorized as such if we believe that it is reasonably
assured of repayment and is performing in accordance with the modified terms.

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

June 30, 2022

December 31, 2021


                                      Balance        Number of Loans         Balance           Number of Loans
                                                               (Dollars in thousands)
Performing TDRs:
Commercial real estate               $    2,318                      1     $      2,394                        1
Construction                                  -                      -                -                        -
SBA                                           -                      -                -                        -
Commercial and industrial                 1,878                      3            1,885                        3
Dairy & livestock and agribusiness            -                      -                -                        -
SFR mortgage                              1,002                      5            1,014                        5
Consumer and other                            -                      -                -                        -
Total performing TDRs                $    5,198                      9     $      5,293                        9

Nonperforming TDRs:
Commercial real estate               $        -                      -     $          -                        -
Construction                                  -                      -                -                        -
SBA                                           -                      -                -                        -
Commercial and industrial                     -                      -                -                        -
Dairy & livestock and agribusiness            -                      -                -                        -
SFR mortgage                                  -                      -                -                        -
Consumer and other                            -                      -                -                        -
Total nonperforming TDRs             $        -                      -     $          -                        -
Total TDRs                           $    5,198                      9     $      5,293                        9



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At June 30, 2022 and December 31, 2021, there was no ACL allocated to TDRs.
Impairment amounts identified are typically charged off against the allowance at
the time the loan is considered uncollectible. There were no charge-offs on TDRs
for the six months ended June 30, 2022 and 2021.

Nonperforming Assets and Delinquencies

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



                            June 30,        March 31,       December 31,       September 30,       June 30,
                              2022            2022              2021               2021              2021
                                                         (Dollars in thousands)
Nonperforming loans:
Commercial real estate     $     6,843     $     7,055     $        3,607     $         4,073     $     4,439
Construction                         -               -                  -                   -               -
SBA                              1,075           1,575              1,034               1,513           1,382
SBA - PPP                            -               2                  -                   -               -
Commercial and
industrial                       1,655           1,771              1,714               2,038           1,818
Dairy & livestock and
agribusiness                     3,354           2,655                  -                 118             118
SFR mortgage                         -             167                380                 399             406
Consumer and other loans            37              40                158                 305             308
Total                      $    12,964     $    13,265     $        6,893     $         8,446     $     8,471
% of Total loans                  0.15 %          0.15 %             0.09 %              0.11 %          0.10 %

Past due 30-89 days:
Commercial real estate     $       559     $       565     $          438     $             -     $         -
Construction                         -               -                  -                   -               -
SBA                                  -             549                979                   -               -
Commercial and
industrial                           -               6                  -                 122             415
Dairy & livestock and
agribusiness                         -           1,099                  -               1,000               -
SFR mortgage                         -             403              1,040                   -               -
Consumer and other loans             -               -                  -                   -               -
Total                      $       559     $     2,622     $        2,457     $         1,122     $       415
% of Total loans                  0.01 %          0.03 %             0.03 %              0.01 %          0.01 %

OREO:
Commercial real estate     $         -     $         -     $            -     $             -     $         -
SBA                                  -               -                  -                   -               -
SFR mortgage                         -               -                  -                   -               -
Total                      $         -     $         -     $            -     $             -     $         -
Total nonperforming,
past due,
  and OREO                 $    13,523     $    15,887     $        9,350     $         9,568     $     8,886
% of Total loans                  0.16 %          0.18 %             0.12 %              0.12 %          0.11 %

Classified Loans           $    76,170     $    64,108     $       56,102     $        49,755     $    49,044




Nonperforming loans, defined as nonaccrual loans, nonperforming TDR loans and
loans past due 90 days or more and still accruing interest, were $13.0 million
at June 30, 2022, or 0.15% of total loans. This compares to nonperforming loans
of $6.9 million, or 0.09% of total loans, at December 31, 2021 and $8.5 million,
or 0.10% of total loans, at June 30, 2021. Of the $13.0 million in nonperforming
loans, $4.4 million were commercial real estate loans acquired from Suncrest.
Classified loans are loans that are graded "substandard" or worse. Classified
loans of $76.2 million increased $20.1 million from December 31, 2021. Total
classified loans at June 30, 2022 included $17.8 million of classified loans
acquired from Suncrest, of which $9.8 million were commercial real estate loans.
Excluding the $17.8 million of acquired classified Suncrest loans, classified
loans increased $2.3 million from December 31, 2021 and included a $4.8 million
increase in classified commercial real estate loans and a $2.7 million increase
in classified dairy & livestock and agribusiness loans, partially offset by a
$4.0 million decrease in classified commercial and industrial loans and a $1.0
million decrease in classified SFR loans.

At June 30, 2022, December 31, 2021, and June 30, 2021 we had no OREO properties. There were no additions to OREO properties for the six months ended June 30, 2022.




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Allowance for Credit Losses



We adopted CECL on January 1, 2020, which replaces the "incurred loss" approach
with an "expected loss" model over the life of the loan, as further described in
Note 3-Summary of Significant Accounting Policies of the notes contained in our
Annual Report on Form 10-K for the year ended December 31, 2021. The allowance
for credit losses totaled $80.2 million as of June 30, 2022, compared to $65.0
million as of December 31, 2021 and $69.3 million as of June 30, 2021. Our
allowance for credit losses at June 30, 2022 was 0.92%, or 0.93% of total loans
when excluding the $67.0 million in PPP loans. The ACL increased by $15.2
million in June 30, 2022 compared to December 31, 2021, including $8.6 million
for the acquired Suncrest PCD loans and a $6.1 million provision for credit
losses for the first six months of 2022. Net recoveries were $498,000 for the
six months ended June 30, 2022, which compares to $2.9 million in net
charge-offs for the same period of 2021.

The allowance for credit losses as of June 30, 2022 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 OLTV, 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 (excluding Payment
Protection Program 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 Small Business Administration (SBA) loans (excluding
Payment Protection Program 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. These U.S. economic forecasts include a baseline forecast, as well as
multiple downside forecasts. The baseline forecast continues to represent the
largest weighting in our multi-weighted forecast scenario. Our weighted forecast
at June 30, 2022 assumes GDP will increase by 0.5% in the second half of 2022,
0.8% for 2023 and then grow by 2.5% in 2024. The unemployment rate is forecasted
to be 4.6% in the second half of 2022, 5.4% in 2023 and then decline to 5% in
2024. As of December 31, 2021, our weighted forecast assumed GDP would increase
by 2.7% in 2022, 2.0% for 2023 and then grow by 3% in 2024. The forecast at the
end of 2021 expected the unemployment rate to be 5.2% in 2022, 5.4% in 2023 and
then decline to 4.8% in 2024. Management believes that the ACL was appropriate
at June 30, 2022 and December 31, 2021. As there continues to be a degree of
uncertainty around the epidemiological assumptions and impact of government
responses to the COVID-19 pandemic that impact our economic forecast, as well as
inflationary pressures and changes in monetary policies, no assurance can be
given that economic conditions that adversely affect the Company's service areas
or other circumstances will not be reflected in an increased allowance for
credit losses in future periods.

                                       59

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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.

                                                             As of and For the
                                                             Six Months Ended
                                                                 June 30,
                                                           2022             2021
                                                          (Dollars in thousands)

Allowance for credit losses at beginning of period $ 65,019 $


  93,692
Charge-offs:
Commercial real estate                                            -                -
Construction                                                      -                -
SBA                                                               -                -
Commercial and industrial                                       (21 )         (2,975 )
Dairy & livestock and agribusiness                                -                -
SFR mortgage                                                      -                -
Consumer and other loans                                         (3 )            (10 )
Total charge-offs                                               (24 )         (2,985 )
Recoveries:
Commercial real estate                                            -                -
Construction                                                      6               44
SBA                                                              58                8
Commercial and industrial                                       456                4
Dairy & livestock and agribusiness                                2                -
SFR mortgage                                                      -               79
Consumer and other loans                                          -                -
Total recoveries                                                522              135
Net (charge-offs) recoveries                                    498           (2,850 )
Initial ACL for PCD loans at acquisition                      8,605         

-


Provision recorded at acquisition                             4,932         

-


Provision (recapture of) for credit losses                    1,168          (21,500 )
Allowance for credit losses at end of period           $     80,222     $   

69,342

Summary of reserve for unfunded loan commitments: Reserve for unfunded loan commitments at beginning of period

$      8,000     $   

9,000


(Recapture of) provision for unfunded loan commitments            -           (1,000 )
Reserve for unfunded loan commitments at end of period $      8,000     $   

8,000



Reserve for unfunded loan commitments to total
unfunded loan
  commitments                                                  0.43 %       

0.45 %



Amount of total loans at end of period (1)             $  8,692,229     $  

8,071,310


Average total loans outstanding (1)                    $  8,567,876     $  

8,259,824



Net recoveries (charge-offs) to average total loans           0.006 %       

-0.035 % Net recoveries (charge-offs) to total loans at end of period

                                                        0.006 %         -0.035 %
Allowance for credit losses to average total loans             0.94 %       

0.84 % Allowance for credit losses to total loans at end of period

                                                         0.92 %       

0.86 % Net recoveries (charge-offs) to allowance for credit losses

                                                         0.62 %          -4.11 %
Net recoveries (charge-offs) to provision for
(recapture of) credit losses                                   8.16 %          13.26 %



(1)

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



The Bank's ACL methodology also produced an allowance of $8.0 million for our
off-balance sheet credit exposures as of June 30, 2022, compared with $8.0
million as of December 31, 2021 and June 30, 2021. The second quarter of 2021
included $1.0 million in recapture of provision for unfunded loan commitments.

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While we believe that the allowance at June 30, 2022 was appropriate to absorb
losses from known or inherent risks in the portfolio, no assurance can be given
that economic conditions, interest rate fluctuations, conditions of our
borrowers (including fraudulent activity), or natural disasters, which adversely
affect our service areas or other circumstances or conditions, including those
defined above, will not be reflected in increased provisions for credit losses
in the future.

Changes in economic and business conditions have had an impact on our market
area and on our loan portfolio. We continually monitor these conditions in
determining our estimates of needed reserves. However, we cannot predict the
extent to which the deterioration in general economic conditions, real estate
values, changes in general rates of interest and changes in the financial
conditions or business of a borrower may adversely affect a specific borrower's
ability to pay or the value of our collateral. See "Risk Management - Credit
Risk Management" contained in our Annual Report on Form 10-K for the year ended
December 31, 2021.

Deposits

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



Total deposits were $14.07 billion at June 30, 2022. This represented an
increase of $1.1 billion, or 8.44%, over total deposits of $12.98 billion at
December 31, 2021. The composition of deposits is summarized as of the dates
presented in the table below.

                                   June 30, 2022               December 31, 2021
                               Balance        Percent        Balance        Percent
                                             (Dollars in thousands)

Noninterest-bearing deposits $ 8,881,223 63.11 % $ 8,104,056

   62.45 %
Interest-bearing deposits
Investment checking               695,054         4.94 %        655,333         5.05 %
Money market                    3,533,931        25.11 %      3,342,531        25.76 %
Savings                           611,703         4.35 %        546,840         4.21 %
Time deposits                     350,308         2.49 %        327,682         2.53 %
Total Deposits               $ 14,072,219       100.00 %   $ 12,976,442       100.00 %



The amount of noninterest-bearing deposits in relation to total deposits is an
integral element in our strategy of seeking to achieve a low cost of funds.
Noninterest-bearing deposits totaled $8.88 billion at June 30, 2022,
representing an increase of $777.2 million, or 9.59%, from noninterest-bearing
deposits of $8.10 billion at December 31, 2021. Noninterest-bearing deposits
represented 63.11% of total deposits at June 30, 2022, compared to 62.45% of
total deposits at December 31, 2021.

Savings deposits, which include savings, interest-bearing demand, and money market accounts, totaled $4.84 billion at June 30, 2022, representing an increase of $296.0 million, or 6.51%, from savings deposits of $4.54 billion at December 31, 2021

Time deposits totaled $350.3 million at June 30, 2022, representing an increase of $22.6 million, or 6.9%, from total time deposits of $327.7 million for December 31, 2021.

Borrowings



We offer a repurchase agreement product to our customers. This product, known as
Citizens Sweep Manager, sells our investment securities overnight to our
customers under an agreement to repurchase them the next day at a price that
reflects the market value of the use of funds by the Bank for the period
concerned. These repurchase agreements are signed with customers who want to
invest their excess deposits, above a pre-determined balance in a demand deposit
account, in order to earn interest. As of June 30, 2022 and December 31, 2021,
total funds borrowed under these agreements were $502.8 million and $642.4
million, respectively, with a weighted average interest rate of 0.09% and 0.08%,
respectively.

On June 15, 2021, we redeemed our junior subordinated debentures of $25.8
million, representing the amounts that are due from the Company to CVB Statutory
Trust III, which had a borrowing cost of approximately 1.60%. The debentures and
the Trust Preferred Securities had an original maturity date of 2036. The
interest rate on these debentures were three-month LIBOR plus 1.38%.

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At June 30, 2022, $4.27 billion of loans and $2.20 billion of investment securities, at carrying value, were pledged to secure public deposits, repurchase agreements, short and long-term borrowing lines of credit, and for other purposes as required or permitted by law.

Aggregate Contractual Obligations



The following table summarizes the aggregate contractual obligations as of June
30, 2022.

                                                                            Maturity by Period
                                                                       One Year
                                                                       Through       Four Years
                                                    Less Than One       Three          Through
                                      Total             Year            Years        Five Years       Over Five Years
                                                                 (Dollars in thousands)
Deposits (1)                       $ 14,072,219     $  14,041,312     $   22,472     $     7,723     $             712
Customer repurchase agreements (1)      502,829           502,829              -               -                     -
Deferred compensation                    25,000               883          1,177           1,152                21,788
Operating leases                         27,655             7,274         11,454           7,389                 1,538
Affordable housing investment             6,350             1,511          4,826              13                     -
Total                              $ 14,634,053     $  14,553,809     $   39,929     $    16,277     $          24,038



(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.



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 12 - Leases of the notes to the Company's unaudited condensed consolidated financial statements for a more detailed discussion about leases.

Off-Balance Sheet Arrangements



The following table summarizes the off-balance sheet items at June 30, 2022.

                                                                   Maturity by Period
                                                                 One Year
                                                                 Through       Four Years
                                                Less Than         Three          Through        Over Five
                                  Total          One Year         Years        Five Years         Years
                                                         (Dollars in thousands)
Commitment to extend credit:
Commercial real estate         $   419,608     $     52,017     $  156,184     $   163,503     $    47,904
Construction                        65,164           52,882              -               -          12,282
SBA                                    864              339              -               -             525
SBA - PPP                                -                -              -               -               -

Commercial and industrial 934,024 754,791 106,818


         5,604          66,811
Dairy & livestock and
agribusiness (1)                   260,086          146,151        113,934               1               -
SFR Mortgage                        14,169                -              -               -          14,169
Municipal lease finance
receivables                          5,224            2,500              -               -           2,724
Consumer and other loans           112,350           11,668          9,976  

4,307 86,399


 Total commitment to extend
credit                           1,811,489        1,020,348        386,912         173,415         230,814
Obligations under letters of
credit                              45,316            7,126         38,172               -              18
  Total                        $ 1,856,805     $  1,027,474     $  425,084     $   173,415     $   230,832



(1)

Total commitments to extend credit to agribusiness were $26.0 million at June 30, 2022.



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As of June 30, 2022, we had commitments to extend credit of approximately $1.81
billion, and obligations under letters of credit of $45.3 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. There was
no provision or recapture of provision for unfunded loan commitments for the
three and six months ended June 30, 2022, compared to a $1.0 million recapture
of provision for unfunded loan commitments for the three and six months ended
June 30, 2021. As of June 30, 2022 and December 31, 2021, the balance in this
reserve was $8.0 million and was included in other liabilities.

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

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 decreased $99.3 million, or 4.77%, to $2.08 billion at June 30,
2022, compared to total equity of $2.08 billion at December 31, 2021. Increases
to equity included $197.1 million for issuance of 8.6 million shares to acquire
Suncrest and $104.6 million in net earnings. Decreases included $52.2 million in
cash dividends and a $242.9 million decrease in other comprehensive income from
the tax effected impact of the decline in market value of available-for-sale
securities. During the first half of 2022, we executed on a $70 million
accelerated stock repurchase program and retired 2,993,551 shares of common
stock at an average price of $23.38. We also repurchased, under our 10b5-1 stock
repurchase plan, 1,682,537 shares of common stock, at an average repurchase
price of $23.37, totaling $39.3 million. Our tangible book value per share at
June 30, 2022 was $8.51.

During the second quarter of 2022, the Board of Directors of CVB declared
quarterly cash dividends totaling $0.19 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 declare 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 February 1, 2022, we announced that our Board of Directors authorized a share
repurchase plan to repurchase up to 10,000,000 shares of the Company's common
stock ("2022 Repurchase Program"), including by means of (i) an initial $70
million dollar Accelerated Share Repurchase, or ASR Plan, and (ii) one or more
Rule 10b5-1 plans or other appropriate buyback arrangements, including open
market purchases and private transactions. We completed the execution of the $70
million accelerated stock repurchase program in the second quarter of 2022, and
retired a total of 2,993,551 shares of common stock at an average price of
$23.38. During the six month period we also repurchased, under our 10b5-1 stock
repurchase plan, 1,682,537 shares of common stock, at an average repurchase
price of $23.37, totaling $39.3 million. As of June 30, 2022, we had 5,323,912
shares of CVB common stock available for repurchase under the 2022 Repurchase
Program.


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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 June 30, 2022, the Bank and the Company exceeded the minimum risk-based
capital ratios and leverage ratios required to be considered "well-capitalized"
for regulatory purposes. For further information about capital requirements and
our capital ratios, see "Item 1. Business - Capital Adequacy Requirements" as
described in our Annual Report on Form 10-K for the year ended December 31,
2021.

At June 30, 2022 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. We did not elect to phase in the impact of CECL on regulatory capital,
as allowed under the interim final rule of the FDIC and other U.S. banking
agencies.

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



                                                                       June 30, 2022           December 31, 2021
                                       Minimum
                                    Required Plus                     CVB                       CVB
                      Adequately       Capital         Well        Financial     Citizens    Financial     Citizens
                      Capitalized   Conservation    Capitalized      Corp.       Business      Corp.       Business
Capital Ratios          Ratios         Buffer         Ratios      Consolidated     Bank     Consolidated     Bank

Tier 1 leverage
capital ratio            4.00%          4.00%          5.00%         8.85%        8.56%        9.18%        8.90%
Common equity Tier
1 capital ratio          4.50%          7.00%          6.50%         13.41%       12.97%       14.86%       14.41%
Tier 1 risk-based
capital ratio            6.00%          8.50%          8.00%         13.41%       12.97%       14.86%       14.41%
Total risk-based
capital ratio            8.00%         10.50%         10.00%         14.22%       13.79%       15.63%       15.18%



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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. In
addition, the Company has a Balance Sheet Management Committee of the Board of
Directors that meets 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.

Our primary sources and uses of funds for the Company are deposits and loans.
Our deposit levels and cost of deposits may fluctuate from period-to-period due
to a variety of factors, including the stability of our deposit base, prevailing
interest rates, and market conditions. Total deposits of $14.07 billion at June
30, 2022 increased $1.1 billion, or 8.44%, over total deposits of $12.98 billion
at December 31, 2021. This deposit growth was primarily due to our customers
maintaining greater liquidity.

In general, our liquidity is managed daily by controlling the level of liquid
assets as well as the use of funds provided by the cash flow from the investment
portfolio, loan demand and deposit fluctuations. Our definition of liquid assets
includes cash and cash equivalents in excess of minimum levels needed to fulfill
normal business operations, short-term investment securities, and other
anticipated near term cash flows from investments. Our balance sheet has
significant liquidity and our assets are funded almost entirely with core
deposits. Furthermore, 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. The Bank has available lines of credit exceeding $4 billion, most of
which is secured by pledged loans. The sale of investment securities can also
serve as a contingent source of funds. We can obtain additional liquidity from
deposit growth by offering competitive interest rates on deposits from both our
local and national wholesale markets. At June 30, 2022, the Bank had no
short-term borrowings.

CVB is a holding company separate and apart from the Bank that must provide for
its own liquidity and must service its own obligations. On June 15, 2021, we
redeemed our $25.8 million in subordinated debt with an interest rate of three
month LIBOR plus 1.38% at par. 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 six months ended June 30, 2022 and 2021. For further details see our
"Condensed Consolidated Statements of Cash Flows (Unaudited)" under Part I, Item
1 of this report.

Consolidated Summary of Cash Flows



                                                           Six Months Ended
                                                               June 30,
                                                         2022            2021
                                                        (Dollars in thousands)

Average cash and cash equivalents                    $  1,405,827     $ 

1,821,224


Percentage of total average assets                           8.18 %         

12.26 %



Net cash provided by operating activities            $    128,388     $    

70,699


Net cash used in investing activities                    (776,221 )      (689,133 )
Net cash (used in) provided by financing activities      (388,006 )       992,139
Net (decrease) increase in cash and cash equivalents $ (1,035,839 )   $   373,705



Average cash and cash equivalents decreased by $415.4 million, or 22.81%, to
$1.41 billion for the six months ended June 30, 2022, compared to $1.82 billion
for the same period of 2021.

At June 30, 2022, cash and cash equivalents totaled $696.7 million. This represented a decrease of $1.63 billion, or 70.12%, from $2.33 billion at June 30, 2021.

Interest Rate Sensitivity Management



During periods of changing interest rates, the ability to re-price
interest-earning assets and interest-bearing liabilities can influence net
interest income, the net interest margin, and consequently, our earnings.
Interest rate risk is managed by attempting to control the spread between rates
earned on interest-earning assets and the rates paid on interest-bearing
liabilities within the constraints imposed by market competition in our service
area. The primary goal of interest rate risk management is to control exposure
to interest rate risk, within policy limits approved by the Board of Directors.
These limits and guidelines reflect our risk appetite for interest rate risk
over both short-term and long-term horizons. We measure these risks and their
impact by identifying and quantifying exposures through the use of sophisticated
simulation and valuation models, which, as described in additional detail below,
are employed by management to understand net interest income (NII) at risk and
economic value of equity (EVE) at risk. Net interest income at risk sensitivity
captures asset and liability 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-year horizon assuming no balance
sheet growth, given a 200 basis point upward and a 200 basis point downward
shift in interest rates
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depending on the level of current market rates. The simulation model uses a parallel yield curve shift that ramps rates up or down on a pro rata basis over the 12-month and 24-month time horizon.

The following depicts the Company's net interest income sensitivity analysis 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)
                         June 30, 2022                                  December 31, 2021
                                     24-month                                      24-month
Interest Rate                         Period      Interest Rate      12-month       Period
   Scenario      12-month Period   (Cumulative)      Scenario         Period     (Cumulative)

 + 200 basis                                       + 200 basis
    points            5.46%           9.93%           points           9.85%        16.84%
 - 200 basis                                       - 100 basis
    points           -6.07%          -10.83%          points     (2)  -4.30%        -4.99%



(1)
Percentage change from base scenario.
(2)
Policy at December 31, 2021

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

We also perform valuation analysis, which incorporates all cash flows over the
estimated remaining life of all material balance sheet and derivative positions.
The valuation of the balance sheet, at a point in time, is defined as the
discounted present value of all asset cash flows and derivative cash flows minus
the discounted present value of all liability cash flows, the net of which is
referred to as EVE. The sensitivity of EVE to changes in the level of interest
rates is a measure of the longer-term re-pricing risk and options risk embedded
in the balance sheet. EVE uses instantaneous changes in rates, as shown in the
table below. Assumptions about the timing and variability of balance sheet cash
flows are critical in the EVE analysis. Particularly important are the
assumptions driving prepayments and the expected duration and pricing of the
indeterminate deposit portfolios. EVE sensitivity is reported in both upward and
downward rate shocks. At June 30, 2022 and December 31, 2021, the EVE profile
indicates a decline in net balance sheet value due to instantaneous downward
changes in rates, compared to an increase resulting from an increase in rates.

Economic Value of Equity Sensitivity



Instantaneous Rate Change           June 30, 2022   December 31, 2021

200 bp decrease in interest rates      -18.9%              N/A
100 bp decrease in interest rates       -7.6%            -14.1%
100 bp increase in interest rates       4.9%              5.3%
200 bp increase in interest rates       8.6%              11.8%
300 bp increase in interest rates       9.1%              13.6%
400 bp increase in interest rates       11.0%             16.8%



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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