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Filed by CVB Financial Corp.

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: County Commerce Bank

Filers SEC File No.: 0-10140


Christina Carrabino CVB Financial Corp. - IR

Christopher Myers CVB Financial Corp. - President & CEO

Richard Thomas CVB Financial Corp. - EVP & CFO



Aaron Deer Sandler ONeill and Partners - analyst

Julianna Balicka KBW - analyst

Matthew Clark Piper Jaffray - analyst

Timothy Coffey FIG Partners - analyst



Good morning, ladies and gentlemen, and welcome to the Third Quarter 2015 CVB Financial Corporation and its subsidiary Citizens Business Bank Earnings Conference Call. My name is Mike and Im the operator for today. At this time, all participants are in a listen-only mode. Later, we will conduct the question-and-answer period. Please also note, this event is being recorded.

I would now like to turn the conference call over to your host for today Christina Carrabino. Ms. Carrabino, the floor is your maam.

Christina Carrabino - CVB Financial Corp. - IR

Thank you, Mike, and good morning everyone. Thank you for joining us today to review our financial results for the third quarter of 2015. Joining me this morning are Chris Myers, President and Chief Executive Officer and Rich Thomas, Executive Vice President and Chief Financial Officer.

Our comments today will refer to the financial information that was included in the earnings announcement released yesterday. To obtain a copy, please visit our website at and click on the Investors tab. Before we get started, let remind you that todays conference call will include some forward-looking statements.

These forward-looking statements relate to, among other things, current plans, expectations, events and industry trends that may affect the Companys future operating results and financial position. Such statements involve risks and uncertainties in future activities and results may differ materially from these expectations. The speakers on this call claim the protection of the Safe Harbor provisions contained in the Private Securities Litigation Reform Act of 1995.

For a more complete discussion of the risks and uncertainties that may cause actual results to differ materially from our forward-looking statements, please see the Companys Annual Report on Form 10-K, for the year ended December 31, 2014 and in particular, the information set forth in Item 1A, risk factors therein.

Now I will turn the call over to Chris Myers.

Christopher Myers - CVB Financial Corp. - President & CEO

Thank you, Christina. Good morning everyone and thank you for joining us, again, this quarter. Yesterday, we reported earnings of $27.9 million for the third quarter of 2015, our second highest quarter of earnings on record. This compares to $26.8 million for the second quarter of 2015 and

$24.3 million for the third quarter of 2014.

On October 14, we announced that we entered into a merger agreement with County Commerce Bank, pursuant to which County Commerce Bank will merge into Citizens Business bank. We are excited about this acquisition as County Commerce Bank is a strong community bank, with four branch locations in the greater Ventura County area with approximately $250 million in assets.

This should be an excellent strategic and geographic fit for our bank, why? Number one; this adds four new locations and expands our footprint up to 101 Freeway corridor into the Central Coast region, enabling us to easily spread Northward into Santa Barbara and eventually beyond. Number two; this is an affluent marketplace, good for cross-selling our products and services, especially Citizens Trust.

Number three; we believe this market has strong community banking, agri-business and business banking opportunities. And finally four, we believe this bank has excellent credit quality. In addition, I would like to also add that this was the best run bank in terms of performing due diligence from an acquisition perspective that we have seen in my tenure as CEO.

It is also important to note that we operate in the same data processing system [FiServ], so integration should be easier. The County Commerce Bank acquisition is expected to close in the first quarter of 2016. This acquisition should not preclude us in any way from pursuing other potential acquisitions.

Earnings per share were $0.26 for the third quarter compared with $0.25 for the second quarter and $0.23 for the year-ago quarter. Through the first nine months of 2015, we earned $70.5 million compared with $78.4 million for the first nine months of 2014. As you may recall, during the first quarter of 2015, we repaid a $200 million fixed rate advance from the Federal Home Loan Bank, resulting in a $13.9 million termination expense on a pre-tax basis.

The third quarter represented our 154th consecutive quarter of profitability and 104th consecutive quarter of paying a cash dividend to our shareholders. Our tax equivalent net interest margin was 3.72% for the third quarter compared with 3.65% for the second quarter of 2015 and

3.61% for the year-ago quarter.

Total loans grew by $38 million or 1% for the third quarter to $3.82 billion. Our new loan productivity for the first three quarters of 2015 was significantly stronger than the same period in 2014. However, net loan growth has been slowed by higher loan prepayments. Loan prepayment penalties totaled over $4.3 million for 2015 year-to-date compared to $2.1 million for 2014 year-to-date, over double. Notwithstanding the prepayment pressure, total loans still grew by $38 million or 1% for the third quarter to $3.82 billion.

During the third quarter, dairy and livestock loan portfolio increased by $26.1 million, construction loans increased by $10.7 million and single-family residential mortgage loans increased by $7.2 million. In terms of loan quality, non-performing assets defined as non-accrual loans plus OREO were

$30.6 million for the third quarter of 2015, an increase of $592,000 from the prior quarter.

Non-performing commercial real estate loans increased $1.7 million during the third quarter, offset by a decrease of $622,000 in non-performing single-family residential mortgage loans and $832,000 in OREO. The allowance for loan and lease losses was $59.1 million or 1.55% of total loans at September 30, 2015, compared with $59.6 million or 1.57% of total loans at June...