10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K/A

Amendment No. 1

to

Form 10-K

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
	For the fiscal year ended December 31, 2006
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
	For the transition period from     N/A     to     N/A

Commission file number 1-10140

CVB FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

California	95-3629339
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
701 N. Haven Avenue, Suite 350 Ontario, California (Address of Principal Executive Offices)	91764 (Zip Code)

Registrant’s telephone number, including area code (909) 980-4030

Securities registered pursuant to Section 12(b) of the Act:

Title of Class	Name of Each Exchange on Which Registered
Common Stock, no par value Preferred Stock Purchase Rights	NASDAQ Stock Market, LLC NASDAQ Stock Market, LLC

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes þ     No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ     Accelerated Filer o     Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o     No þ

As of June 30, 2006, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $899,009,320.

Number of shares of common stock of the registrant outstanding as of February 22, 2007: 84,283,333.

Documents Incorporated By Reference	Part of
Definitive Proxy Statement for the Annual Meeting of Stockholders which will be filed within 120 days of the fiscal year ended December 31, 2006	Part III of Form 10-K

CVB FINANCIAL CORP.

TABLE OF CONTENTS

Explanatory Note	2
ITEM 6. SELECTED FINANCIAL DATA	3
SIGNATURES	5
EXHIBIT INDEX	6
Certification of Chief Executive Officer Pursuant to Section 302
Certification of Chief Financial Officer Pursuant to Section 302
Certification of Chief Executive Officer Pursuant to Section 906
Certification of Chief Financial Officer Pursuant to Section 906

1

Explanatory Note

This Amendment No. 1 on Form 10K/A (“Form 10-K/A”) to our Annual Report on Form 10-K for the year ended December 31, 2006, initially filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2007 (the “Original Filing”), is being filed to reflect changes to Item 6. Selected Financial Data of Part II of the Original Filing, as detailed below and solely to correct the errors described below, and no other information in the Original Filing is amended hereby. Accordingly, the items have not been updated to reflect other events occurring after the Original Filing or to modify or update those disclosures affected by subsequent events.

Item 6. Selected Financial Data of Part II of the Original Filing has been amended to correct typographical errors in Borrowings, Junior Subordinated Debentures, Stockholder’s Equity, and the Equity-to-Assets Ratio for 2006.

Except for the foregoing amended information, this Form 10K/A continues to describe conditions as of the date of the Original Filing, and we have not updated the disclosures contained herein to reflect events that occurred at a later date.

2

Item 6.   Selected Financial Data.

The following table reflects selected financial information at and for the five years ended December 31. Throughout the past five years, the Company has acquired other banks. This may affect the comparability of the data.

	At December 31,
	2006			2005			2004			2003			2002
	(Amounts and numbers in thousands except per share amounts)
Interest Income	$	316,660		$	246,948		$	197,702		$	166,346		$	154,323
Interest Expense		147,464			77,436			46,517			37,053			40,439
Net Interest Income		169,196			169,512			151,185			129,293			113,884
Provision for Credit Losses		3,000			—			—			—			—
Other Operating Income		33,258			27,505			27,907			29,989			29,018
Other Operating Expenses		95,824			90,053			89,722			77,794			66,056
Earnings Before Income Taxes		103,630			106,964			89,370			81,488			76,846
Income Taxes		31,724			36,346			27,884			28,656			27,101
NET EARNINGS	$	71,906		$	70,618		$	61,486		$	52,832		$	49,745
Basic Earnings Per Common Share(1)	$	0.85		$	0.84		$	0.74		$	0.64		$	0.60
Diluted Earnings Per Common Share(1)	$	0.85		$	0.83		$	0.73		$	0.63		$	0.59
Cash Dividends Declared Per Common Share	$	0.355		$	0.420		$	0.480		$	0.480		$	0.540
Cash Dividends paid		27,876			27,963			23,821			21,638			20,800
Dividend Pay-Out Ratio(3)		38.77	%		39.60	%		38.74	%		40.96	%		41.81	%
Weighted Average Common Shares(1):
Basic		84,154,216			84,139,254			83,221,496			82,813,541			82,475,422
Diluted		84,813,875			84,911,893			84,258,933			84,408,373			84,280,226
Common Stock Data:
Common shares outstanding at year end(1)		84,281,722			84,073,227			83,416,193			82,997,315			82,304,822
Book Value Per Share(1)	$	4.62		$	4.08		$	3.81		$	3.45		$	3.16
Financial Position:
Assets	$	6,094,262		$	5,422,971		$	4,511,011		$	3,854,349		$	3,123,411
Investment Securities available-for-sale		2,582,902			2,369,892			2,085,014			1,865,782			1,430,599
Net Loans		3,042,459			2,640,659			2,117,580			1,738,659			1,424,343
Deposits		3,406,808			3,424,046			2,875,039			2,660,510			2,309,964
Borrowings		2,139,250			1,496,000			1,186,000			786,500			468,000
Junior Subordinated debentures		108,250			82,476			82,746			82,476			—
Stockholders’ Equity		389,339			342,877			317,483			286,721			259,821
Equity-to-Assets Ratio(2)		6.38	%		6.32	%		7.04	%		7.44	%		8.32	%
Financial Performance:
Return on:
Beginning Equity		20.97	%		22.24	%		21.44	%		20.33	%		22.53	%
Average Equity		19.75	%		20.87	%		20.33	%		19.17	%		20.45	%
Average Assets		1.25	%		1.45	%		1.47	%		1.54	%		1.83	%
Net Interest Margin (TE)		3.31	%		3.86	%		3.99	%		4.18	%		4.66	%
Efficiency Ratio		48.04	%		45.71	%		50.10	%		48.84	%		46.22	%

3

	At December 31,
	2006			2005			2004			2003			2002
	(Amounts and numbers in thousands except per share amounts)
Credit Quality:
Allowance for Credit Losses	$	27,737		$	23,204		$	22,494		$	21,282		$	21,666
Allowance/Total Loans		0.90	%		0.87	%		1.05	%		1.21	%		1.50	%
Total Non Performing Loans	$	—		$	—		$	2		$	548		$	824
Non Performing Loans/Total Loans		0.00	%		0.00	%		0.00	%		0.03	%		0.06	%
Allowance/Non Performing Loans		—			—			1,124,698	%		3,884	%		2,629	%
Net (Recoveries)/Charge-offs	$	(1,533	)	$	46		$	(1,212	)	$	1,418		$	1,128
Net (Recoveries)/Charge-Offs/Average Loans		-0.05	%		0.00	%		−0.06	%		0.09	%		0.09	%
Regulatory Capital Ratios
For the Company:
Leverage Ratio		7.8	%		7.7	%		8.3	%		8.6	%		7.6	%
Tier 1 Capital		12.3	%		11.3	%		12.6	%		13.2	%		10.2	%
Total Capital		13.1	%		12.0	%		13.4	%		14.5	%		11.2	%
For the Bank:
Leverage Ratio		7.1	%		7.3	%		7.8	%		8.6	%		7.6	%
Tier 1 Capital		11.1	%		10.8	%		11.9	%		13.2	%		10.2	%
Total Capital		11.8	%		11.5	%		12.7	%		14.2	%		11.3	%

(1)	All earnings per share information has been retroactively adjusted to reflect the 10% stock dividend declared December 20, 2006 and paid January 19, 2007, the 5-for-4 stock split declared on December 21, 2005, which became effective January 10, 2006, the 5-for-4 stock split declared December 15, 2004, which became effective December 29, 2004, the 10% stock dividend declared December 17, 2003 and paid January 2, 2004, and the 5-for-4 stock split declared December 18, 2002, which became effective January 3, 2003. Cash dividends declared per share are not restated in accordance with generally accepted accounting principles.
(2)	Stockholders’ equity divided by total assets.
(3)	Cash dividends divided by net earnings.

4

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on the 8th day of March 2007.

Cvb Financial Corp.

By:  /s/  Christopher D. Myers

Christopher D. Myers

President and Chief Executive Officer

5

EXHIBIT INDEX

Exhibit
No.
	31	.1	Certification of Christopher D. Myers pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31	.2	Certification of Edward J. Biebrich, Jr. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32	.1	Certification of Christopher D. Myers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32	.2	Certification of Edward J. Biebrich, Jr. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

6

EX-31.1

Exhibit 31.1

CERTIFICATION

     I, Christopher D. Myers, certify that:

1. I have reviewed this annual report on Form 10-K/A of CVB Financial Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 8, 2007	/s/ Christopher D. Myers
	Christopher D. Myers
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

     I, Edward J. Biebrich, Jr., certify that:

1. I have reviewed this annual report on Form 10-K/A of CVB Financial Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 8, 2007	/s/ Edward J. Biebrich. Jr.
	Edward J. Biebrich Jr.
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2003

     In connection with the Annual Report of CVB Financial Corp. (the “Company”) on Form 10-K/A for the fiscal year ended December 31, 2006, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christopher D. Myers, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2003, to the best of my knowledge that:

     (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: March 8, 2007	/s/ Christopher D. Myers
	Christopher D. Myers
	Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2003

     In connection with the Annual Report of CVB Financial Corp. (the “Company”) on Form 10-K/A for the fiscal year ended December 31, 2006, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Edward J. Biebrich, Jr., Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2003, to the best of my knowledge that:

     (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: March 8, 2007	/s/ Edward J. Biebrich Jr.
	Edward J. Biebrich Jr.
	Chief Financial Officer