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):    May 2, 2017

CVB FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01    Regulation FD Disclosure.

The Chief Executive Officer and/or the Chief Financial Officer of CVB Financial Corp. (the “Company”) will make presentations to institutional investors at various meetings during the months of May and June 2017. The May 2017 slide presentation, updated to reflect first quarter 2017 financial information, 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 forth by the specific reference in such filing. A copy of the slide presentation will be also available on the Company’s website at www.cbbank.com under the “Investors” tab.

Item 8.01    Other Events.

On August 11, 2016, CVB Financial Corp. (the “Company”), the holding company for Citizens Business Bank, issued a press release announcing that its Board of Directors authorized an increase in the Company’s common stock repurchase program (the “Repurchase Program”) to a maximum of 10,000,000 shares. As of March 31, 2017, 9,918,200 shares of the Company’s common stock remained available for repurchase under the Repurchase Program. In connection with the Repurchase Program, on May 2, 2017 the Company entered into a Rule 10b5-1 repurchase plan (the “10b5-1 Plan”) whereby a maximum of 9,918,200 shares of the Company’s common stock may be repurchased beginning May 2, 2017 until the 10b5-1 Plan expires on May 2, 2018, unless completed sooner or otherwise extended or terminated.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Copy of the CVB Financial Corp. May 2017 slide presentation, updated to reflect first quarter 2017 financial information, which its Chief Executive Officer and/or Chief Financial Officer will utilize while making a presentation to institutional investors at various meetings.

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: May 3, 2017	By:	/s/ E. Allen Nicholson
	E. Allen Nicholson
	Executive Vice President and Chief       Financial Officer

Exhibit Index

99.1 Copy of the CVB Financial Corp. May 2017 slide presentation, updated to reflect first quarter 2017 financial information, which its Chief Executive Officer and/or Chief Financial Officer will utilize while making a presentation to institutional investors at various meetings.

EX-99.1

May 2017 Exhibit 99.1

Forward Looking Statements 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 and our future financial position and operating results. Words such as “will likely result, “aims”, “anticipates”, “believes”, “could”, “estimates”, “expects”, “hopes”, “intends”, “may”, “plans”, “projects”, “seeks”, “should”, “will,” “strategy”, “possibility”, and variations of these words and similar expressions help to identify these forward looking statements, which involve risks and uncertainties. These forward-looking statements are subject to risks and uncertainties that could cause actual results, performance and/or achievements to differ materially from those projected. These risks and uncertainties include, but are not limited to, local, regional, national and international economic and market conditions and political events and the impact they may have on us, our customers and our assets and liabilities; our ability to attract deposits and other sources of funding or liquidity; supply and demand for real estate and periodic deterioration in real estate prices and/or values in California or other states where we lend, including both residential and commercial real estate; a prolonged slowdown or decline in real estate construction, sales or leasing activities; changes in the financial performance and/or condition of our borrowers, depositors or key vendors or counterparties; changes in our levels of delinquent loans, nonperforming assets, allowance for loan losses and charge-offs; the costs or effects of acquisitions or dispositions we may make, whether we are able to obtain any required governmental approvals in connection with any such acquisitions or dispositions, and/or our ability to realize the contemplated financial or business benefits associated with any such acquisitions or dispositions; our ability to realize cost savings in connection with our recent acquisition of Valley Commerce Bancorp within expected time frames or at all; the effect of changes in laws, regulations and applicable judicial decisions (including laws, regulations and judicial decisions concerning financial reforms, taxes, banking capital levels, consumer, commercial or secured lending, securities and securities trading and hedging, bank operations, compliance, fair lending, employment, executive compensation, insurance, cybersecurity, vendor management and information security) with which we and our subsidiaries must comply or believe we should comply or which may otherwise impact us, including additional legal and regulatory requirements to which we may become subject in the event our total assets exceed $10 billion; changes in estimates of future reserve requirements and minimum capital requirements based upon the periodic review thereof under relevant regulatory and accounting requirements, including changes in the Basel Committee framework establishing capital standards for credit, operations and market risk; the accuracy of the assumptions and estimates and the absence of technical error in implementation or calibration of models used to estimate the fair value of financial instruments; inflation, interest rate, securities market and monetary fluctuations; changes in government interest rates or monetary policies; changes in the amount and availability of deposit insurance; disruptions in the infrastructure that supports our business and the communities where we are located, which are concentrated in California, involving or related to physical site access, cyber incidents, terrorist and political activities, disease pandemics, catastrophic events, natural disasters, such as earthquakes, or drought, extreme weather events, electrical, environmental, computer servers, and communications or other services we use, or that affect our employees or third parties with whom we conduct business; or theft or loss of Company or customer data or money; political uncertainty or instability; acts of war or terrorism, or natural disasters, such as earthquakes, drought, or the effects of pandemic diseases; the timely development and acceptance of new banking products and services and the perceived overall value of these products and services by our customers and potential customers; the Company’s relationships with and reliance upon vendors with respect to the operation of certain of the Company’s key internal and external systems and applications; changes in commercial or consumer spending, borrowing and savings preferences or behaviors; technological changes and the expanding use of technology in banking (including the adoption of mobile banking and funds transfer applications); our ability to retain and increase market share, retain and grow customers and control expenses; changes in the competitive environment among financial and bank holding companies, banks and other financial service providers; competition and innovation with respect to financial products and services by banks, financial institutions and non-traditional providers including retail businesses and technology companies, volatility in the credit and equity markets and its effect on the general economy or local or regional business conditions; fluctuations in the price of the Company’s common stock or other securities; and the resulting impact on the Company’s ability to raise capital or make acquisitions, the effect of changes in accounting policies and practices, as may be adopted from time-to-time by our regulatory agencies, as well as by 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, and our ability to retain or expand our workforce, management team and/or our board of directors; the costs and effects of legal, compliance and regulatory actions, changes and developments, including the initiation and resolution of legal proceedings (including securities, bank operations, consumer or employee class action litigation), regulatory or other governmental inquiries or investigations, and/or the results of regulatory examinations or reviews; our ongoing relations with our various federal and state regulators, including the SEC, Federal Reserve Board, FDIC and California DBO; our success at managing the risks involved in the foregoing items and all other factors set forth in the Company's public reports, including its Annual Report on Form 10-K for the year ended December 31, 2016, 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. Any statements about future operating results, such as those concerning accretion and dilution to the Company’s earnings or shareholders, are for illustrative purposes only, are not forecasts, and actual results may differ.

Total Assets: $8.6 Billion Gross Loans: $4.6 Billion Total Deposits (Including Repos):$7.4 Billion Total Equity: $1.0 Billion Source: Q1 2017 earnings release & company filings CVB Financial Corp. (CVBF) Largest financial institution headquartered in the Inland Empire region of Southern California. Founded in 1974

Experienced Leadership Name Position Banking Experience CVBF Service Christopher D. Myers President & CEO 32 Years 11 Years E. Allen Nicholson Executive Vice President Chief Financial Officer 21 Years 1 Year Dave F. Farnsworth Executive Vice President Chief Credit Officer 32 Years 1 Year David C. Harvey Executive Vice President Chief Operations Officer 26 Years 7 Years David A. Brager Executive Vice President Sales Division 28 Years 14 Years R. Daniel Banis Executive Vice President CitizensTrust 34 Years 5 Years Yamynn DeAngelis Executive Vice President Chief Risk Officer 37 Years 30 Years Eileen Lyon Executive Vice President General Counsel 29 Years 1 Year

Board of Directors Name CVBF Experience Age Ray O’Brien - Chairman 5 Years 60 George Borba Jr. - Vice Chairman 4 Years 49 Steve Del Guercio 5 Years 55 Robert Jacoby 12 Years 75 Kristina Leslie 2 Years 52 Hal Oswalt 3 Years 68 Anna Kan 1 Year 43 Chris Myers - CEO 11 Years 55

Who is CVB Financial Corp.?

Largest Bank Holding Companies Headquartered in California In millions Rank Name Asset Size (3/31/17) 1 Wells Fargo & Company $1,951,564 2 First Republic Bank* $76,504 3 SVB Financial Group $46,413 4 East West Bancorp $35,342 5 PacWest Bancorp $21,927 6 Cathay General Bancorp $14,224 7 Hope Bancorp, Inc. $13,466 8 Banc of California, Inc. $11,030 9 CVB Financial Corp. $8,559 10 Opus Bank* $7,984 * Bank only, no holding company Source: SNL Financial, except Banc Of California, Inc. which reflects data as of 12/31/16

*As ranked among domestic banks with $5 to $50 billion in assets Other Bank Accomplishments & Ratings 160 Consecutive Quarters of Profitability 110 Consecutive Quarters of Cash Dividends Ranked #1 Forbes, 2016 Best Banks in America (January 2016) Ranked #2 Forbes, 2017 Best Banks in America (January 2017) Ranked Top 5 Bank in US three consecutive years* Bank Director, 2016 Bank Performance Scorecard (July 12, 2016) BauerFinancial Report Five Star Rating (September 2016) 86 Consecutive Quarters Fitch Rating BBB (September 2016)

Our Markets

Existing Locations 54 Banking Centers 3 CitizensTrust Locations Corporate Office Business Financial Centers Commercial Banking Centers CitizensTrust Santa Barbara Ventura

New Acquisition Valley Commerce Bancorp ‘VCBP’

March 10, 2017 Closing Date $23.2 million in cash(1) 1,633,561 shares of CVBF stock issued Aggregate merger consideration of $75.3 million, including a special dividend(2) paid to VCBP shareholders Consideration mix of approximately 62% stock and 38% cash Does not include special dividend. (2) VCBP shareholders received a special dividend of $14.5 million prior to close .. Transaction Highlights

Source: SNL Financial. CVBF (50) VCBP (4) Pro Forma Branch Footprint

Deal value/ tangible book value (1) of 1.19x Deal value / adjusted tangible book value(2) of 1.66x Deal value/ last twelve months earnings of 14.6x Deal value (with special dividend(2))/ last twelve months earnings of 18x Based on VCBP tangible book value as of 12/31/2016. Including Special Dividend of $14.5 million paid by VCBP prior to close. Excludes one-time transaction costs. Valuation Multiples Financial Results Earnings accretion in 2017(3) Tangible book value dilution of approximately 1% Tangible book value earnback period of less than 3 years Internal rate of return in excess of 15% Financial Impact

Financial Performance

Deposits* (000’s) # of Center Locations Total Deposits (3/31/16) Total Deposits (3/31/17) Los Angeles County 18 $2,426,131 $2,740,604 Inland Empire (Riverside & San Bernardino Counties) 9 $1,966,085 $2,092,191 Central Valley 12 $914,646 $1,225,790 Orange County 9 $970,405 $1,042,834 Central Coast 5 $246,211 $264,917 San Diego 1 $36,689 $40,154 Other $282,971 $710 Total 54 $6,843,138 $7,407,200 *Includes Customer Repurchase Agreements Average Cost of Deposits (Year-to-Date) 0.11% 0.11%

*Interest Bearing Deposits includes REPOs Total Deposits* (000’s) 3 Year CAGR 8.9% 3 Year CAGR 14.2%

Deposit Cost Comparison Source: Q4 2016 earnings release & other company filings, SNL Financial—peers represent public CA , AZ, HI, NV, OR & WA banks with assets $2 - $25 billion.

(000’s) # of Center Locations Average Loans per Location Total Loans* (3/31/17) Los Angeles County 18 $90,413 $1,627,428 Central Valley 12 $83,635 $1,003,621 Inland Empire (Riverside & San Bernardino Counties) 9 $78,996 $710,968 Orange County 9 $64,067 $576,602 Central Coast 5 $64,601 $323,006 San Diego 1 $103,413 $103,413 Other California $104,955 Out of State $173,713 Total $4,623,706 Total Loans* *Prior to MTM discount, loan fees, allowance for loan losses and loans held-for-sale

Total Loans* *Prior to MTM discount, loan fees, allowance for loan losses and loans held-for-sale Total Loans by County

Total Loans* (000’s) *Starting in the 4th quarter of 2014, covered and non-covered loans are combined (Purchase Credit Impaired or PCI) Before deferred loan fees, discount on PCI loans, and loans held-for-sale Includes covered and non-covered loans for all periods presented

Loan Portfolio Composition Total Loans by Type Source: Q1 2017 earnings release & company reports

Credit Quality

Non-Performing Assets* (000’s) *Non-Covered assets | Starting in the 4th quarter of 2014, covered and non-covered assets are combined

Classified Loans* (000’s) *Non-Covered loans| Starting in the 4th quarter of 2014, covered and non-covered loans are combined

Loans: Net Charge-Offs* (000’s) - *Non-Covered | Starting in the 4th quarter of 2014, covered and non-covered loans are combined

Profits

Net Income (000’s) Net Income After Taxes $20.4 million FHLB prepayment charge $13.9 million FHLB prepayment charge

Earnings (000’s) 2013 2014 2015 2016 3 Months to 3/31/2017 Net Interest Income $216,266 $236,514 $252,942 $257,074 $65,433 Recapture of Provision for Loan Losses $16,750 $16,100 $5,600 $6,400 $4,500 Other Operating Income/Expenses (Net) ($88,741) ($89,817) ($107,176) ($101,188) ($25,395) Income Taxes ($48,667) ($58,776) ($52,221) ($60,857) ($16,034) Net Profit After Tax $95,608 $104,021 $99,145 $101,429 $28,504 $13.9 million FHLB prepayment charge

Net Interest Margin Normalized* *Normalized tax equivalent excludes accretion on covered loans (Purchase Credit Impaired)

Efficiency & Expenses

Efficiency Ratio 46.01% $20.4 million FHLB prepayment charge $13.9 million FHLB prepayment charge

Non-Interest Expense as a % of Average Assets 1.70% $20.4 million FHLB prepayment charge $13.9 million FHLB prepayment charge

Capital

Capital Ratios Adequately Capitalized Ratio Well-Capitalized Ratio March 31, 2017* Tier 1 Risk-based Capital Ratio 6.0% 8.0% 16.7% Total Risk-based Capital Ratio 8.0% 10.0% 17.9% Common Equity Tier 1 Capital Ratio 4.5% 6.5% 16.2% Tier 1 Leverage Ratio 4.0% 5.0% 11.7% * CVB Financial Corp. – Consolidated

Securities & Investments

$2.27 Billion *Available For Sale Yield on securities portfolio = 2.46% for the 1st Quarter 2017 Securities Portfolio* --$3.2 Billion-- $885.1 Million *Held to Maturity Source: Q1 2017 earnings release | Yield on securities represents the fully taxable equivalent

*Available For Sale Securities Only Securities Portfolio* $2.27 Billion (000’s) $15,799 Mark-to-Market (Pre-tax)

‘CVBF’ Assets & Liabilities 3/31/17 $7.5 Billion 3/31/17 $8.6 Billion *Includes overnight funds held at the Federal Reserve, Interest earning - due from Correspondent Banks, other short-term money market accounts or certificates of deposit **Includes Customer Repurchase Agreements

Yield on Securities vs. Yield on Loans *Excluding Discount Accretion on PCI loans **Includes Available for Sale and Held to Maturity, TE 4.48% 2.46%

Our Growth Strategy

Our Vision Citizens Business Bank will strive to become the premier financial services company operating throughout the state of California, servicing the comprehensive financial needs of successful small to medium sized businesses and their owners.

Target Customer The best privately-held and/or family-owned businesses throughout California Annual revenues of $1-200 million Top 25% in their respective industry Full relationship banking Build 20-year relationships

Three Areas of Growth Acquisitions San Diego (2014) Oxnard (2015) American Security Bank (2014) County Commerce Bank (2016) Santa Barbara (2015) Valley Business Bank (March 2017)

Acquisition Strategy Target size: $200 million to $4 billion in assets Financial & Strategic In-market and/or adjacent geographic market (California) --Banks-- --Banking Teams-- In-market & ‘new’ markets

2017 De Novo San Diego (Downtown) Loan Production Office Stockton Loan Production Office

2017 ‘Critical Few’ Broaden Our Geographic Footprint Quality Loan Growth Expand Commercial Banking Enhance Cybersecurity Build Our Infrastructure For Tomorrow

Copy of presentation at www.cbbank.com