8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):      April 19, 2007
CVB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)

California
(State or other jurisdiction of
incorporation or organization) 0-10140
(Commission file number) 95-3629339
(I.R.S. employer identification number)

701 North Haven Avenue, Ontario, California
(Address of principal executive offices)
91764
(Zip Code)

Registrant’s telephone number, including area code:      (909) 980-4030
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2.):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Item 1.01    Entry Into a Material Definitive Agreement

        On April 18, 2007, the Compensation Committee of the Board of Directors of CVB Financial Corp. (the "Company") approved the CVB Financial Corp. Discretionary Performance Compensation Plan for 2007. The Performance Plan provides for bonus compensation based on achievement of certain performance goals. Each of the Company's executive officers is eligible to receive a bonus based on achievement of the performance criteria. The Performance Plan will be administered in conjunction with the Company's Executive Incentive Plan approved by the Company's shareholders in 2004.

        For CVB’s President and Chief Executive Officer and each of our executive officers, performance compensation will be based on the following individual categories (as reflected in the performance of CVB Financial Corp.): Return on Average Equity, Earnings Growth, Demand Deposits, Total Deposits, Business Loans, Total Loans, Fee Income.

        Assuming the requisite minimum return on equity is met, the total performance compensation which may be earned by Mr. Christopher D. Myers, President and Chief Executive Officer, is between 75% and 150% of his base salary. The total performance compensation which may be earned by each of Messrs. Edward J. Biebrich, Jr., Executive Vice President and Chief Financial Officer, Jay Coleman, Executive Vice President, Sales Division, and Edward J. Mylett, Jr., Executive Vice President, Credit Management Division, is between 25% and 75% of their respective base salaries.

        A copy of the Performance Plan is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 2.02    Results of Operations and Financial Condition

        On April 19, 2007, CVB Financial Corp. issued a press release setting forth its earnings for the first quarter ending March 31, 2007. A copy of this press release is attached hereto as Exhibit 99.1 and is being furnished pursuant to this Item 2.02.

Item 9.01         Financial Statements and Exhibits

                            (a)       Financial Statements

                                        Not Applicable

                           (b)       Pro Forma Financial Information

                                        Not Applicable

                           (c)       Shell Company Transactions

                                        Not Applicable

                           (d)       Exhibits

                                        10.1        Discretionary Performance Compensation Plan 2007

                                        99.1        Press Release dated April 19, 2007

SIGNATURES

                 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


                                                                                                                        CVB FINANCIAL CORP.
                                                                                                                        (Registrant)

Date: April 19, 2007 By: /s/ Edward J. Biebrich, Jr.
             Edward J. Biebrich, Jr.,
             Executive Vice President and
             Chief Financial Officer

Exhibit Index

10.1    Discretionary Performance Compensation Plan 2007

99.1    Press Release, dated April 19, 2007

EX-10

EXHIBIT 10.1

CVB FINANCIAL CORPORATION
DISCRETIONARY PERFORMANCE COMPENSATION PLAN
2007

The CVB Financial Corporation Performance Compensation Plan is an objective driven plan based on quantitative measures of performance. It is intended to recognize successful performance by the participants in the plan. Awards are most strongly influenced by return on average equity, since it is our primary criterion for results. This will be complemented by specific objectives in other areas of performance, which are most directly influenced by the individual plan participants. This performance compensation plan is discretionary. The Board of Directors reserves the right to adjust or modify the plan as they consider appropriate.

Participants in the Performance Compensation Plan for 2007 include the following:

              Leadership Committee
              Business Financial Center Managers
              Banking Officers
              Service Managers and Assistant Service Managers
              Specialized Officers
              Administrative Officers (employed as of December 31, 2006)
              Non-Officers (employed as of December 31, 2006)

Performance awards are governed primarily by return on average equity. Awards will only be granted when CVB Financial Corporation (“the Company”) reaches a minimum return on average equity of 15%. Minimum, target and maximum performance compensation awards will be based on the level of success achieved during the year.

The performance compensation awards will be presented by February 29, 2008. An associate must be actively employed by the Company when the award checks are issued in order to receive the award. All awards will be approved by the Board of Directors, and the Board of Directors retains the right to adjust or revoke the plan at any time during the year.

The Board of Directors reserves the right to 1) grant bonuses where bonuses have not been earned under the guidelines of this plan and/or 2) adjust bonus allocations either upward or downward based on their judgment of an individual’s overall contribution to the Company for the year.

LEADERSHIP COMMITTEE PERFORMANCE COMPENSATION PLAN

Leadership Committee performance compensation will be based on the return on average equity for the Company and on their individual performance categories. The related weights or values assigned to return on equity and the individual performance categories will depend on the position and responsibilities of the executive as set forth in Annex A located on page three.

For our President and Chief Executive Officer and each of our executive officers (other than the executive in charge of our trust department), performance compensation will be based on the following individual categories:

             Return on Average Equity
             Earnings Growth
             Demand Deposits
             Total Deposits
             Business Loans
             Total Loans
             Fee Income

The members of this group are currently: Messrs. Myers, Biebrich, Coleman and Mylett. The total performance compensation which may be earned by Mr. Myers is between 75% and 150% of his base salary. The total performance compensation which may be earned by each of Messrs. Biebrich, Coleman and Mylett is between 25% and 75% of their respective base salaries.

Additional information for our non-executive officers as well as information regarding target levels with respect to specific quantitative or qualitative performance related factors, and other factors or criteria involving confidential commercial or business information, is set forth on Annex A.

EX-99

701 North Haven Ave., Suite 350
Ontario, CA 91764
(909) 980-4030

Press Release
For Immediate Release

Contact:  Christopher D. Myers
     President and CEO
     (909) 980-4030

CVB Financial Corp. Reports First Quarter Earnings

Ontario, CA, April 19, 2007-CVB Financial Corp. (NASDAQ:CVBF) and its subsidiary, Citizens Business Bank (“the Company”), announced the results for the first quarter of 2007.

Net Income

CVB Financial Corp. reported net income of $15.2 million for the first quarter ending March 31, 2007. This represents a decrease of $3.1 million, or 16.78%, when compared with net earnings of $18.2 million for the first quarter of 2006. Diluted earnings per share were $0.18 for the first quarter of 2007. This was down $0.04, or 18.18%, from diluted earnings per share of $0.22 for the same period last year. These per share amounts have been adjusted to reflect a 10% stock dividend declared in December of 2006.

Net income for the first quarter of 2007 produced a return on beginning equity of 15.81%, a return on average equity of 15.39% and a return on average assets of 1.02%. The efficiency ratio for the first quarter was 54.27%, and operating expenses as a percentage of average assets were 1.74%.

Net Interest Income and Net Interest Margin

Net interest income totaled $39.8 million for the first quarter of 2007. This represents a decrease of $3.7 million, or 8.60%, from the $43.6 million for the same period of 2006. This decrease resulted from a $12.1 million increase in interest income, offset by a $16.1 million increase in interest expense. The increases in interest income was primarily due to the growth in average earning assets and the increase in interest rates. The increase in interest expense was due to the increase in the cost of interest bearing deposits and borrowed funds and the overall increase in interest rates.

Net interest margin (tax equivalent) declined from 3.63% for the first quarter of 2006 to 3.03% for the first quarter of 2007. Total average earning asset yields increased from 5.84% for the first quarter of 2006 to 6.19% for the first quarter of 2007. The cost of funds increased from 3.10% for the first quarter of 2006 to 4.15% for the first quarter of 2007. The decline in net interest margin is due to the cost of interest-bearing liabilities rising faster than the increase in yields on earning assets.

The credit quality of the loan portfolio continues to be strong. The allowance for credit losses increased from $23.6 million as of March 31, 2006 to $27.6 million as of March 31, 2007. The increase was primarily due to the provision for credit losses of $3.0 million and net recoveries of $1.7 million in 2006. During the first three months of 2007, the Company experienced net charge-offs of $105,000. No additional provision for credit losses was made in the first quarter of 2007. By comparison, during the first three months of 2006, the Company had net recoveries of $130,000, and a provision for credit losses of $250,000. The allowance for credit losses was 0.89% and 0.87% of the total loans and leases outstanding as of March 31, 2007 and 2006, respectively.

Balance Sheet

The Company reported total assets of $5.99 billion at March 31, 2007. This represented an increase of $465.5 million, or 8.42%, over total assets of $5.53 billion as of March 31, 2006. Earning assets totaled $5.63 billion and were up $459.8 million, or 8.89%, when compared with earning assets of $5.17 billion as of March 31, 2006. Total deposits were $3.39 billion as of March 31, 2007. This represents a decrease of $86.5 million, or 2.49%, when compared with total deposits of $3.48 billion at March 31, 2006. The Company has approximately $1.26 billion, or 37.30%, of its deposits in non-interest bearing demand deposits. Gross loans and leases totaled $3.10 billion at March 31, 2007. This represents an increase of $379.5 million, or 13.97%, when compared with gross loans and leases of $2.72 billion at March 31, 2006.

Total assets of $5.99 billion at March 31, 2007 reflect a decrease of $100.8 million, or 1.65%, from total assets of $6.09 billion on December 31, 2006. Earning assets of $5.63 billion were down $69.8 million, or 1.22%, from total earning assets of $5.71 billion at December 31, 2006. The decrease was primarily due to the decrease in the investment portfolio. Total deposits of $3.39 billion at March 31, 2007 represent a decrease of $17.2 million, or 0.50%, when compared with total deposits of $3.41 billion at December 31, 2006. Gross loans and leases of $3.10 billion at March 31, 2007 represent an increase of $26.4 million, or 0.86%, when compared with gross loans and leases of $3.07 billion at December 31, 2006.

Investment Securities

Investment securities totaled $2.48 billion at March 31, 2007. This represents an increase of $77.7 million, or 3.23%, when compared with $2.41 billion in investment securities at March 31, 2006. It represents a decrease of $98.2 million, or 3.80%, when compared with $2.58 billion in investment securities as of December 31, 2006. The Company is deleveraging by utilizing the monthly cash flow from investments to pay down borrowings or fund new loans.

Financial Advisory Services

The Financial Advisory Services Group has over $3.3 billion in assets under administration. They provide trust, investment and brokerage related services, as well as financial, estate and business succession planning.

Loan and Lease Quality

CVB Financial Corp. reported no non-performing assets as of March 31, 2007 and March 31, 2006. The allowance for loan and lease losses was $27.6 million as of March 31, 2007. This represents 0.89% of gross loans and leases. It compares with an allowance for loan and lease losses of $27.7 million, or 0.90% of gross loans and leases as of December 31, 2006.

Corporate Overview

CVB Financial Corp. is the holding company for Citizens Business Bank. The Bank is the largest financial institution headquartered in the Inland Empire region of Southern California. It serves 33 cities with 39 business financial centers in the Inland Empire, Los Angeles County, Orange County and the Central Valley areas of California. Its leasing division, Golden West Financial Services, provides vehicle leasing, equipment leasing and real estate loan services, with offices in Orange and Tulare counties.

U.S. Banker Magazine named Citizens Business Bank the “Top Business Bank” in the nation in their January 2007 issue. The Bank was also recognized for having the fifteenth highest return on equity in the nation at 20.88%.

For the fourth consecutive year, CVB Financial Corp. received the KBW Honor Roll award at the Annual Community Bank Investor Conference hosted by Keefe, Bruyette & Woods, Inc. in New York on August 1 - 2, 2006. The Company was also recognized as a SmAll-Star by Sandler O’Neill, and named to the FPK Honor Roll by Fox-Pitt, Kelton.

Shares of CVB Financial Corp. common stock are listed on the NASDAQ under the ticker symbol of CVBF. For investor information on CVB Financial Corp., visit our Citizens Business Bank website at www.cbbank.com and click on the CVB Investor tab.

Safe Harbor

This document contains forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from the projected. In addition, these forward-looking statements relate to the Company’s current expectations regarding future operating results. Such issues and uncertainties include impact of changes in interest rates, a decline in economic conditions and increased competition among financial services providers. For a discussion of other factors that could cause actual results to differ, please see the publicly available Securities and Exchange Commission filings of CVB Financial Corp., including its Annual Report on Form 10-K for the year ended December 31, 2006, and particularly the discussion on risk factors within that document. The Company does not undertake any, and specifically, disclaims any obligation to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements.

_________________

CVB FINANCIAL CORP. CONSOLIDATED BALANCE SHEET (unaudited) dollars in thousands
	March 31,						December 31,
		2007			2006			2006
Assets:
Investment Securities available-for-sale	$	2,484,664		$	2,406,986		$	2,582,902
Interest-bearing balances due from depository institutions		--			1,784			--
Investment in stock of Federal Home Loan Bank (FHLB)		80,826			72,362			78,866
Loans and lease finance receivables		3,096,609			2,717,127			3,070,196
Less allowance for credit losses		(27,632	)		(23,584	)		(27,737	)
Net loans and lease finance receivables		3,068,977			2,693,543			3,042,459
Total earning assets		5,634,467			5,174,675			5,704,227
Cash and due from banks		117,981			131,453			146,411
Premises and equipment, net		45,597			41,258			44,963
Intangibles		9,533			11,886			10,121
Goodwill		31,531			31,531			31,531
Cash value of life insurance		100,758			72,633			99,861
Other assets		53,561			64,478			57,148
TOTAL	$	5,993,428		$	5,527,914		$	6,094,262
Liabilities and Stockholders' Equity
Liabilities:
Deposits:
Demand Deposits (noninterest-bearing)	$	1,264,243		$	1,362,022			1,363,411
Investment Checking		334,229			298,278			318,431
Savings/MMDA		957,538			924,402			896,988
Time Deposits		833,602			891,379			827,978
Total Deposits		3,389,612			3,476,081			3,406,808
Demand Note to U.S. Treasury		468			936			7,245
Repurchase Agreements		458,023			--			344,350
Borrowings		1,597,500			1,550,000			1,794,900
Junior Subordinated Debentures		108,250			108,250			108,250
Other liabilities		45,734			53,082			43,370
Total Liabilities		5,599,587			5,188,349			5,704,923
Stockholders' equity:
Stockholders' equity		401,631			368,152			402,560
Accumulated other comprehensive income
(loss), net of tax		(7,790	)		(28,587	)		(13,221	)
		393,841			339,565			389,339
TOTAL	$	5,993,428		$	5,527,914		$	6,094,262

CVB FINANCIAL CORP. CONSOLIDATED AVERAGE BALANCE SHEET (unaudited) dollars in thousands
	Three months ended March 31,
	2007			2006
Assets:
Investment securities available-for-sale	$	2,512,704		$	2,390,040
Interest-bearing balances due from depository institutions		--			4,667
Investment in stock of Federal Home Loan Bank (FHLB)		80,039			71,299
Loans and lease finance receivables		3,059,186			2,652,493
Less allowance for credit losses		(27,720	)		(23,299	)
Net loans and lease finance receivables		3,031,466			2,629,194
Total earning assets		5,624,209			5,095,200
Cash and due from banks		124,427			130,321
Premises and equipment, net		45,471			40,657
Intangibles		9,763			12,116
Goodwill		31,531			31,816
Cash value of life insurance		100,202			72,037
Other assets		88,003			84,965
TOTAL	$	6,023,606		$	5,467,112
Liabilities and Stockholders' Equity
Liabilities:
Deposits:
Noninterest-bearing	$	1,283,749		$	1,386,972
Interest-bearing		2,114,142			2,060,971
Total Deposits		3,397,891			3,447,943
Other borrowings		2,078,177			1,510,960
Junior Subordinated Debentures		108,250			99,659
Other liabilities		39,264			53,179
Total Liabilities		5,623,582			5,111,741
Stockholders' equity:
Stockholders' equity		413,124			368,926
Accumulated other comprehensive income
(loss), net of tax		(13,100	)		(13,555	)
		400,024			355,371
TOTAL	$	6,023,606		$	5,467,112

CVB FINANCIAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (unaudited) dollar amounts in thousands, except per share
	For the Three Months
	Ended March 31,
	2007		2006
Interest Income:
Loans, including fees	$	52,714	$	44,292
Investment securities:
Taxable		23,093		20,737
Tax-advantaged		7,231		6,245
Total investment income		30,324		26,982
Dividends from FHLB Stock		1,200		800
Federal funds sold		6		32
Interest-bearing CDs with other institutions		--		26
Total interest income		84,244		72,132
Interest Expense:
Deposits		17,158		13,201
Borrowings and junior subordinated debentures		27,260		15,106
Total interest expense		44,418		28,307
Net interest income before provision for credit losses		39,826		43,825
Provision for credit losses		--		(250	)
Net interest income after
provision for credit losses		39,826		43,575
Other Operating Income:
Service charges on deposit accounts		3,276		3,291
Financial Advisory Services		1,951		1,845
Other		2,671		2,593
Total other operating income		7,898		7,729
Other operating expenses:
Salaries and employee benefits		14,072		12,720
Occupancy		2,405		2,029
Equipment		1,735		1,745
Professional services		1,103		1,273
Amortization of intangible assets		588		588
Other		5,997		5,115
Total other operating expenses		25,900		23,470
Earnings before income taxes		21,824		27,834
Income taxes		6,646		9,594
Net earnings	$	15,178	$	18,240
Basic earnings per common share	$	0.18	$	0.22
Diluted earnings per common share	$	0.18	$	0.22
Cash dividends per common share	$	0.085	$	0.09

All per share information has been retroactively adjusted to reflect
      the 10% stock dividend declared on December 20, 2006.

CVB FINANCIAL CORP. AND SUBSIDIARIES SELECTED FINANCIAL HIGHLIGHTS (unaudited)
	Three months ended March 31,
	2007		2006
Interest income - (Tax Effective)(te)	$	86,674	$	74,153
Interest Expense		44,418		28,307
Net Interest income - (te)	$	42,256	$	45,846
Return on average assets		1.02%		1.35%
Return on average equity		15.39%		20.82%
Efficiency ratio		54.27%		45.75%
Net interest margin (te)		3.03%		3.63%
Weighted average shares outstanding
Basic		83,482,208		84,106,317
Diluted		84,175,313		84,788,655
Dividends declared	$	7,109	$	6,883
Dividend payout ratio		46.84%		37.74%
Number of shares outstanding-EOP		83,537,214		84,127,205
Book value per share	$	4.71	$	4.04

	March 31,
	2007			2006
Non-performing Assets (dollar amount in thousands):
Non-accrual loans	$	0		$	0
Loans past due 90 days or more
and still accruing interest		--			--
Restructured loans		--			--
Other real estate owned (OREO), net		--			--
Total non-performing assets	$	0		$	0
Percentage of non-performing assets
to total loans outstanding and OREO		0.00%			0.00%
Percentage of non-performing
assets to total assets		0.00%			0.00%
Non-performing assets to
allowance for loan losses		0.00%			0.00%
Net Charge-off (Recovered) to Average loans		0.00%			0.00%
Allowance for Credit Losses:
Beginning Balance	$	27,737		$	23,204
Total Loans Charged-Off		(129	)		(20	)
Total Loans Recovered		24			150
Net Loans Recovery (Charged-Off)		(105	)		130
Provision Charged to Operating Expense		--			250
Allowance for Credit Losses at End of period	$	27,632		$	23,584

CVB FINANCIAL CORP. AND SUBSIDIARIES SELECTED FINANCIAL HIGHLIGHTS (in thousands, except per share data) (unaudited)
Quarterly Common Stock Price
	2007				2006				2005
Quarter End	High		Low		High		Low		High		Low
March 31,	$	13.38	$	11.42	$	15.60	$	14.71	$	15.49	$	12.80
June 30,					$	15.59	$	13.25	$	14.63	$	12.36
September 30,					$	14.24	$	12.83	$	15.93	$	13.12
December 31,					$	14.13	$	12.83	$	15.20	$	12.63

Quarterly Consolidated Statements of Earnings
	1Q 2007		4Q 2006		3Q 2006		2Q 2006		1Q 2006
Interest income
Loans, including fees	$	52,714	$	51,935	$	50,564	$	47,913	$	44,292
Investment securities and federal funds sold		31,530		32,687		32,441		28,988		27,840
		84,244		84,622		83,005		76,901		72,132
Interest expense
Deposits		17,158		18,783		18,903		16,294		13,201
Other borrowings		27,260		25,601		22,130		17,446		15,106
		44,418		44,384		41,033		33,740		28,307
Net interest income before
provision for credit losses		39,826		40,238		41,972		43,161		43,825
Provision for credit losses		--		600		1,250		900		250
Net interest income after
provision for credit losses		39,826		39,638		40,722		42,261		43,575
Non-interest income		7,898		8,567		8,871		8,091		7,729
Non-interest expenses		25,900		25,465		22,630		24,259		23,470
Earnings before income taxes		21,824		22,740		26,963		26,093		27,834
Income taxes		6,646		6,446		8,508		7,176		9,594
Net earnings	$	15,178	$	16,294	$	18,455		18,917	$	18,240
Basic earnings per common share	$	0.18	$	0.19	$	0.22	$	0.22	$	0.22
Diluted earnings per common share	$	0.18	$	0.19	$	0.22	$	0.22	$	0.22
Cash dividends per common share	$	0.085	$	0.085	$	0.09	$	0.09	$	0.09
Dividends Declared	$	7,109	$	7,164	$	6,891	$	6,885	$	6,883