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): February 6, 2013

CVB FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

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

701 North Haven Avenue, Ontario, California	91764
(Address of principal executive offices)	(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 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

CVB Financial Corp. (the “Company”) is filing the slide presentation that its President and Chief Executive Officer, Chris Myers, intends to present to investors at the FIG Partners’ 4^th Annual West Coast Bank CEO Forum on February 7, 2013 in San Francisco, California. The slide presentation is included as Exhibit 99.1 of this report. The information in this report (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other documents filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set for the by specific reference in such filing.

Item 8.01 Other Events

On February 6, 2013, CVB Financial Corp. issued a press release relating to its President and Chief Executive Officer, Chris Myers’ presentation of the slides in Exhibit 99.1 to investors at the FIG Partners’ 4^th Annual West Coast Bank CEO Forum in San Francisco, California on February 7, 2013. A copy of this press release is attached hereto as Exhibit 99.2 and is being furnished pursuant to this Item 8.01.

A copy of the slide presentation is available on the Company’s website at www.cbbank.com under “Our Investors” tab.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Copy of the slide presentation CVB Financial Corp. intends to provide to investors on February 7, 2013 (furnished pursuant to Regulation FD).
99.2	Press Release dated February 6, 2013, announcing CVB Financial Corp.’s presentation to investors at the FIG Partners’ 4th Annual West Coast CEO Forum in San Francisco, California.

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: February 6, 2013	By:	/s/ Richard C. Thomas
		Richard C. Thomas
		Executive Vice President and
		Chief Financial Officer

Exhibit Index

99.1	Copy of the slide presentation CVB Financial Corp. intends to provide to investors on February 7, 2013 (furnished pursuant to Regulation FD).
99.2	Press Release dated February 6, 2013, announcing CVB Financial Corp.’s presentation to investors at the FIG Partners’ 4th Annual West Coast CEO Forum in San Francisco, California.

EX-99.1

Exhibit 99.1

February 2013

Certain matters set forth herein (including the exhibits hereto) constitute forward-looking statements within the meaning

of the Private Securities Litigation Reform Act of 1995, including forward-looking statements relating to the Company's

current business plans and expectations regarding future operating results. These forward-looking statements are subject

to risks and uncertainties that could cause actual results, performance or achievements to differ materially from those

projected. These risks and uncertainties include, but are not limited to, local, regional, national and international

economic conditions and events and the impact they may have on us and our customers; ability to attract deposits and

other sources of liquidity; ability to make loans and generate assets; oversupply of inventory and continued deterioration

in values of real estate in California and other states where our bank makes loans, both residential and commercial; a

prolonged slowdown in business, manufacturing, retail or construction activity; changes in the financial performance

and/or condition of our borrowers; changes in the level of non-performing assets and charge-offs; the effect of changes

in laws and regulations (including laws and regulations concerning taxes, banking, business and consumer credit, capital

levels, limits on bank products and fees, securities, executive compensation and insurance) with which we and our

subsidiaries must comply; changes in estimates of future reserve requirements based upon the periodic review thereof

under relevant regulatory and accounting requirements; inflation, interest rate, securities market and monetary

fluctuations; the availability and effectiveness of hedging instruments and strategies; political instability; acts of war or

terrorism, or natural disasters, such as earthquakes, or the effects of pandemic flu; the timely development and

acceptance of new banking products and services and perceived overall value of these products and services by users;

changes in consumer spending, borrowing and savings habits; technological changes (including mobile banking and

cloud computing); threats to the stability and security of our technology hardware and software, and to the stability and

security of any related vendor or customer hardware and software; the ability to increase market share and control

expenses; changes in the competitive environment among financial and bank holding companies and other financial

service providers; continued volatility in the credit and equity markets and its effects on the general economy; the effect

of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public

Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard

setters; changes in our organization, management, compensation and benefit plans; the costs and effects of legal and

regulatory developments including the resolution of legal proceedings or regulatory or other governmental inquiries and

the results of regulatory examinations or reviews; our success at managing the risks involved in the foregoing items and

other factors set forth in the Company's public reports including its Annual Report on Form 10-K for the year ended

December 31, 2011, and particularly the discussion of risk factors within that document. The Company does not

undertake, 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 except as required by law.

Safe Harbor

3

Total Assets:

$6.4 Billion

Gross Loans:

$3.5 Billion

Total Deposits (Including Repos):

$5.2 Billion

Total Equity:

$763 Million

Source: Q4 2012 earnings release & company filings. *non-covered loans

Largest financial institution headquartered in the Inland Empire

region of Southern California.  Founded in 1974.

Serves 41 cities with 40 business financial centers and 5 commercial

banking centers and 3 trust office locations throughout the Inland

Empire, LA County, Orange County and the Central Valley of California

Average Cost of Deposits = 0.11%

CVB Financial Corp. (CVBF)

4

Name

Position

Banking

Experience

CVBF

Service

Christopher D. Myers

President & CEO

28 Years

6 Years

Richard C. Thomas

Executive Vice President

Chief  Financial Officer

3 Years

2 Years

James F. Dowd

Executive Vice President

Chief  Credit Officer

36 Years

5 Years

David C. Harvey

Executive Vice President

Chief  Operations Officer

23 Years

3 Years

David A. Brager

Executive Vice President  

Sales Division

25 Years

10 Years

R. Daniel Banis

Executive Vice President

CitizensTrust

31 Years

1 Year

Yamynn DeAngelis

Executive Vice President

Chief  Risk Officer

33 Years

25 Years

Richard Wohl

Executive Vice President

General Counsel

24 Years

1 Year

Experienced Leadership

5

Name

CVBF

Experience

Age

Ronald Kruse -

Chairman

38 Years

73

Linn Wiley –

Vice Chairman

21 Years

74

George Borba Jr.

New

45

Steve Del Guercio

New

51

Robert Jacoby

7 Years

71

Ray O’Brien

New

55

San Vaccaro

13 Years

79

Chris Myers –

CEO

6 Years

50

Board of Directors

Who is…

CVB Financial Corp.?

7

Rank

Name

Asset Size (9/30/12)

1

Wells Fargo

$1,374,715

2

Union Bank

$88,185

3

Bank of the West

$63,037

4

First Republic Bank

$32,576

5

City National Bank

$26,252

6

OneWest Bank

$25,827

7

East West Bank

$21,813

8

SVB Financial

$21,577

9

Cathay Bank

$10,605

10

CVB Financial Corp

$6,321

11

Pacific Capital Bank

$5,991

12

Pacific Western Bank

$5,539

13

BBCN

$5,332

14

Farmers & Merchants of Long Beach

$4,872

15

Westamerica Bank

$4,860

In millions

In millions

Source: SNL Financial

Largest Banks 

Headquartered in California

•

143 Consecutive Quarters of Profitability

•

94 Consecutive Quarters of Cash Dividends

•

#6 Rated Bank: BankDirector Magazine

Bank Performance Scorecard (July 2012)

•

BauerFinancial Report

Five Star Rating (September 2012)

•

Fitch Rating

BBB (October 2012)

Bank Accomplishments & Ratings

Our Markets

10

40 Business Financial Centers

5 Commercial Banking Centers

3 CitizensTrust Locations

(000’s)

# of Center

Locations

Total Deposits

(12/31/11)

Total Deposits

(12/31/12)

Los Angeles County

17

$1,872,623

$1,894,958

Inland Empire

(Riverside & San Bernardino Counties)

10

$1,592,445

$1,668,906

Central Valley

11

$821,994

$856,155

Orange County

7

$598,426

$582,616

Other

0

$228,430

$244,596

Total

45

$5,113,918

$5,247,231

*Includes Customer Repurchase Agreements; Balance as of balance sheet date

Average Cost of Deposits  (Full Year)

0.21%

0.14%

Deposits*

(000’s)

Non-Interest Bearing Deposits

13

Source: Q4 2012 earnings release & other company filings, SNL Financial—peers represent public CA , AZ, HI, NV, OR & WA

banks with assets $2 -

$25 billion. Peer data as of 9/30/12

Deposit Cost Comparison

12 Months

12/31/11

12 Months

12/31/12

%

Change

Service Charges on Deposit Accounts

$15,767,976

$16,105,811

2.14%

Service Charges/Total Deposits

0.31%

0.31%

14

*Includes Customer Repurchase Agreements

Service Charge Income*

(000’s)

Non-Covered

Loans*

Covered

Loans*

Total Loans*

%

Los Angeles County

$1,190,214

$16,572

$1,206,786

34.68%

Central Valley

$662,420

$191,419

$853,839

24.54%

Inland Empire

(Riverside & San Bernardino Counties)

$627,173

$1,058

$628,231

18.05%

Orange County

$461,001

$0

$461,001

13.25%

Other

$318,430

$11,510

$329,940

9.48%

Total

$3,259,238

$220,559

$3,479,797

100.00%

*Prior to MTM discount and loan loss reserve

*Prior to MTM discount and loan loss reserve

(Includes loans Held for Sale)

(Includes loans Held for Sale)

Total Loans*

as of 12/31/2012

Total Non-Covered Loans

17

Source: Q4 2012 earnings release & company reports | *Non-covered loans

Consumer

Consumer

1.5%

1.5%

SFR Mortgage 

SFR Mortgage 

4.9%

4.9%

Municipal Lease Finance Receivables  3.2%

Municipal Lease Finance Receivables  3.2%

Auto & Equipment  0.4%

Auto & Equipment  0.4%

Dairy, Livestock  & Agribusiness 10.3%

Dairy, Livestock  & Agribusiness 10.3%

Commercial & Industrial

Commercial & Industrial

16.8%

16.8%

Construction RE   1.8%

Construction RE   1.8%

Commercial RE

Commercial RE

Owner Occupied  21.6%

Owner Occupied  21.6%

Total Loans by Type

Total Loans by Type

Commercial

RE

Non-Owner Occupied

39.5%

Loan Portfolio Composition*

Includes Loans Held for Sale

Includes Loans Held for Sale

Total Covered Loans

19

Non-Performing Assets

Non-Covered

Loan Loss Allowance/ Charge-Offs

--Non-Covered--

(000’s)

Classified Loans

Non-Covered

CVBF’s

strong

loan

underwriting

culture

has

limited

its

exposure

to

problem

credits

Continued

profitability

has

allowed

CVB

to

build

its

capital

base

and

reserves

for

loan

losses. 

Texas Ratio

Texas Ratio

NPA’s/Loans & OREO

NPA’s/Loans & OREO

Source: Q4 2012 earnings release & other company filings, SNL Financial—peers represent public CA , AZ, HI, NV, OR & WA banks

with

assets

$2

-

$25

billion.

Peer

data

as

of

9/30/12

Non-Covered

Superior Credit Quality

90.00%

80.00%

70.00%

60.00%

50.00%

40.00%

30.00%

20.00%

10.00%

0.00%

7.00%

6.00%

5.00%

4.00%

3.00%

2.00%

1.00%

0.00%

2008

2009

Q1

2010

Q2

Q3

Q4

Q1

2011

Q1

2012

Q2

Q4

Q3

Q2

Q4

Q3

2008

Q1

2010

Q3

Q1

2011

Q2

Q4

Q3

Q4

Q3

2009

Q2

Q4

Q2

Q1

2012

CVBF

Peer

CVBF

Peer

Profits

(000’s)

Net Income After Taxes

Net Income After Taxes

$20.4 million FHLB prepayment charge

Net Income

2008

2009

2010

2011

12 Months to

12/31/2012

Net Interest Income

$193,679

$222,264

$259,317

$234,681

$236,950

Provision for Credit

Losses

($26,600)

($80,500)

($61,200)

($7,068)

$0

Other Operating

Income/Expenses (Net)

($81,331)

($52,515)

($111,378)

($106,809)

($122,257)

Income Taxes

($22,675)

($23,830)

($23,804)

($39,071)

($37,413)

Net Profit After Tax

$63,073

$65,419

$62,935

$81,733

$77,280

25

(000’s)

Earnings

26

*Normalized

*Normalized

excludes

excludes

accelerated

accelerated

accretion

accretion

on

on

covered

covered

loans

loans

Normalized*

Normalized*

1.50%

1.75%

2.00%

2.25%

2.50%

2.75%

3.00%

3.25%

3.50%

3.75%

4.00%

4.25%

Q1

2007

Q2

Q3

Q4

Q1

2008

Q2

Q3

Q4

Q1

2009

Q2

Q3

Q4

Q1

2010

Q2

Q3

Q4

Q1

2011

Q2

Q3

Q4

Q1

2012

Q2

Q3

Q4

Net Interest Margin

Expenses

28

*Includes $20.4 million FHLB prepayment charge

Expenses

(000’s)

Salaries and Employee Benefits

$62,985

$69,419

$69,993

$68,496

Promotion & Entertainment

$6,528

$6,084

$4,977

$4,869

Supplies

$2,989

$3,314

$2,558

$2,212

Software Licenses

& Maintenance

$2,320

$5,031

$3,669

$4,269

Professional Services

$6,965

$13,308

$15,031

$6,249

OREO Expense

$1,211

$7,490

$6,729

$2,146

Other

$50,588

$63,846

$38,068

$49,919*

TOTAL:

$133,586

$168,492

$141,025

$138,160

2009

2010

2011

2012

Bank Borrowings

Type of Debt

Payoff Date

Amount

Weighted Average

Interest Rate

FHLB Borrowings

8/28/2012

$250,000

3.39%

Subordinated Debentures

FCB Statutory Trust II

1/07/2012

$6,805

3-Month LIBOR + 3.25%

CVB Statutory Trust I

6/18/2012

$20,619

3-Month LIBOR + 2.85%

CVB Statutory Trust I

9/17/2012

$20,619

3-Month LIBOR + 2.85%

Total

$298,043

30

(000’s)

(000’s)

Debt Repayment Activity 2012

31

(000’s)

(000’s)

Type of Debt

Maturity

Balance at

12/31/2012

Interest Rate

FHLB Borrowings

11/28/2016

$198,934

4.52%

Subordinated Debentures

CVB Statutory Trust II**

$20,619

3-Month LIBOR + 2.85%

CVB Statutory Trust II

$20,619

3-Month LIBOR + 2.85%

CVB Statutory Trust III

$25,774

3-Month LIBOR + 1.38%

Total

$265,946

*Does not include $26 million in overnight borrowings from FHLB

**This portion of CVB Statutory Trust II was repaid on January 7

th

2013

Outstanding Debt*

12/31/2012

Capital

Regulatory

Minimum Ratio

Regulatory

Well-Capitalized Ratio

September 30, 2012*

Tier 1 Risk-based Capital Ratio

4.0%

6.0%

17.96%

Total Risk-based Capital Ratio

8.0%

10.0%

19.23%

Tier 1 Leverage Ratio

4.0%

5.0%

11.19%

Tangible Capital Ratio

4.0%

5.0%

10.95%

Core Tier 1 Capital Ratio

16.32%

33

* CVB Financial Corp. -

Consolidated

Capital Ratios

34

Source: Q3 2012 earnings release & other company filings, SNL Financial—peers represent public CA , AZ, HI, NV, OR & WA banks with assets $2 -

$25 billion 

Tier 1 Capital Ratio

Total Risk –

Based Capital Ratio

Tangible Common Equity/Tangible Assets

2.00%

4.00%

6.00%

8.00%

10.00%

12.00%

14.00%

16.00%

18.00%

2007

2008

2009

Q1

2010

Q2

Q3

Q4

Q1 

2011

Q2

Q3

Q4

Q1

2012

Q2

Q3

4.00%

6.00%

8.00%

10.00%

12.00%

14.00%

16.00%

18.00%

20.00%

2007

2008

2009

Q1

2010

Q2

Q3

Q4

Q1

2011

Q2

Q3

Q4

Q1

2012

Q2

Q3

2.00%

3.00%

4.00%

5.00%

6.00%

7.00%

8.00%

9.00%

10.00%

11.00%

2007

2008

2009

Q1

2010

Q2

Q3

Q4

Q1

2011

Q2

Q3

Q4 

Q1

2012

Q2

Q3

CVBF

Peer

CVBF

Peer

Peer Capital Metrics

Securities & Investments

Source: Q4 2012 earnings release. As of  12/31/2012 securities held-to-maturity were valued at approximately $2.1million | Yield on securities represents the fully taxable

equivalent

*Securities Available For Sale

Securities portfolio totaled $2.45 billion at 12/31/2012.  The portfolio represents 38.5% of the Bank’s total assets

Virtually

all

of

the

Bank’s

mortgage-backed

securities

were

issued

by

Freddie

Mac

or

Fannie

Mae

which

have

the

implied guarantee of the U.S. government. 99% of the Bank’s municipal portfolio contains securities which have

an underlying rating of investment grade. California municipals represent only 4% of the municipal bond

portfolio

Securities Portfolio*

--$2.45 Billion--

CMO’s /

REMIC’s

23.35%

Trust

Preferred

0.21%

Municipal

Bonds 25.53%

Government

Agency & 

GSEs 14.67 %

MBS 36.24%

Yield on securities

portfolio = 2.49%

for the 4th Quarter 2012

(000’s)

*Securities Available For Sale

$74,571

MBS & CMO’s

$31,395

Municipal

Bonds

$41,736

Other Securities

$1,440

Securities Portfolio*

$2.45 Billion

Mark-to-Market

(Pre-tax)

38

*Includes overnight funds held at the Federal Reserve, Interest earning -

due from

Correspondent Banks, other short-term money market accounts or certificates of deposit

Loans

Securities

Fed Balance*

Other

Goodwill & Intangibles

12/31/12

$6.4 Billion

12/31/06

$6.1 Billion

Securities

Fed Balance*

Goodwill & Intangibles

Other

Loans

CVBF Assets

12/31/06

$5.7 Billion

12/31/12

$5.6 Billion

TOTAL DEPOSITS*

Jr. Subordinated

Debentures

Other Liabilities

BORROWINGS

Jr. Subordinated

Debentures

BORROWINGS

TOTAL DEPOSITS*

Other Liabilities

*Includes Customer Repurchase Agreements

CVBF Liabilities

Our Growth Strategy

Citizens Business Bank will strive to become

Citizens Business Bank will strive to become

the dominant financial services company

the dominant financial services company

operating throughout the state of

operating throughout the state of

California, servicing the comprehensive

California, servicing the comprehensive

financial needs of successful small to

financial needs of successful small to

medium sized businesses and their owners.

medium sized businesses and their owners.

41

Our Vision

The best privately-held and/or family-

The best privately-held and/or family-

owned businesses throughout California

owned businesses throughout California

Annual revenues of $1-200 million

Annual revenues of $1-200 million

Top 25% in their respective industry

Top 25% in their respective industry

Full relationship banking

Full relationship banking

Build 20-year relationships

Build 20-year relationships

42

Target Customer

43

Three Areas of Growth

Acquisitions

--Banks--

--Trust--

DeNovo

Same Store

Sales

•

•

Target size: $200 million to $2 billion in assets

Target size: $200 million to $2 billion in assets

•

•

Financial & Strategic

Financial & Strategic

•

•

In-market and/or adjacent geographic market

In-market and/or adjacent geographic market

(California only)

(California only)

--Banks--

--Banks--

--Trust/Investment--

--Trust/Investment--

•

•

Target size: AUM of $200 million to $1 billion

Target size: AUM of $200 million to $1 billion

•

•

In California

In California

--Banking Teams--

--Banking Teams--

•

•

In-

In-

market & ‘new’

market & ‘new’

markets

markets

Acquisition Strategy

•

•

Loan Growth

Loan Growth

•

•

Expand Credit Product Offerings & Capabilities

Expand Credit Product Offerings & Capabilities

•

•

Build Core Deposits

Build Core Deposits

•

•

Drive Service Charge & Fee Income Growth

Drive Service Charge & Fee Income Growth

•

•

Manage Operating Efficiency

Manage Operating Efficiency

•

•

Grow Through Acquisition

Grow Through Acquisition

Our ‘Critical Few’

•

•

Strong Capital position

Strong Capital position

•

•

Strong, disciplined credit underwriting/credit culture

Strong, disciplined credit underwriting/credit culture

•

•

Build low-cost, sustainable deposits

Build low-cost, sustainable deposits

•

•

Multiple forms of growth (don’t depend on one)

Multiple forms of growth (don’t depend on one)

•

•

Same Store Sales

Same Store Sales

•

•

DeNovo

DeNovo

•

•

Acquisitions

Acquisitions

•

•

Cross-sell: capture the whole wallet

Cross-sell: capture the whole wallet

•

•

Drive expense efficiency

Drive expense efficiency

•

•

Long-term outlook

Long-term outlook

46

Our Strategic Focus

Copy of presentation at

www.cbbank.com

EX-99.2

Exhibit 99.2

Press Release	Contact: Christopher D. Myers
For Immediate Release	President and Chief Executive Officer
	(909) 980-4030

CVB Financial Corp. to Present at FIG Partners’ 4^th Annual West Coast

Bank CEO Forum

Ontario, CA, February 6, 2013 - Chris Myers, President and Chief Executive Officer of CVB Financial Corp., will be presenting as part of the Leaders Bank Panel on Thursday, February 7, 2013 at FIG Partners’ 4th Annual West Coast Bank CEO Forum. The conference will take place in San Francisco, California from February 6 to February 7. In addition, Mr. Myers will be hosting one-on-one meetings with various investors.

The presentation will be available on the Company’s website at www.cbbank.com under “Our Investors” tab, “Investor Presentation” for 90 days.

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 with assets of $6.4 billion. Citizens Business Bank serves 41 cities with 40 Business Financial Centers, five Commercial Banking Centers and three trust office locations serving the Inland Empire, Los Angeles County, Orange County and the Central Valley areas of California.

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 Our Investors tab.