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 20, 2005

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 2.02    Results of Operations and Financial Condition

        On April 20, 2005, CVB Financial Corp. issued a press release setting forth its first quarter ending March 31, 2005 earnings. A copy of this press release is attached hereto as Exhibit 99.1, incorporated herein by reference. This press release includes certain non-GAAP financial measures. A reconciliation of these measures to the most comparable GAAP measures is included as part of Exhibit 99.1.



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 20, 2005 By: /s/ Edward J. Biebrich, Jr.
             Edward J. Biebrich, Jr.,
             Executive Vice President and
             Chief Financial Officer




Exhibit Index

99.1    Press Release, dated April 20, 2005




Press Release
For Immediate Release

                                                                                                                                     Contact:   D. Linn Wiley
                                                                                                                                                       President and CEO
                                                                                                                                                       (909) 980-4030       

CVB Financial Corp.  Reports First Quarter Earnings

Ontario, CA, April 20, 2005-CVB Financial Corp. (NASDAQ:CVBF) and its subsidiary, Citizens Business Bank (“the Company”), announced record results for the first quarter of 2005. This included record deposits, record loans, record assets and record earnings. It was the strongest first quarter in the history of the Company.

Net Income

CVB Financial Corp. reported net income of $17.7 million for the first quarter ending March 31, 2005. This represents an increase of $7.6 million, or 75.74%, when compared with the $10.1 million in net earnings reported for the first quarter 2004. Diluted earnings per share were $0.29 for the first quarter of 2005. This was up $0.13, or 81.25%, when compared with earnings per share of $0.16 for the first quarter of 2004.

Net income for the first quarter of 2005 produced a return on beginning equity of 22.61%, a return on average equity of 21.86% and a return on average assets of 1.58%. The efficiency ratio for the first quarter was 43.10%, and operating expenses as a percentage of average assets were 1.84%.

In early 2004, the Company experienced a burglary at one of its business financial centers. The burglary resulted in a loss to our customers of items located in their safe deposit boxes. The Company had been compensating its customers for their losses with the acknowledgement of the insurance company that they were not confirming or denying coverage to us under our insurance policies. The Company paid $400,000 on these claims. In early fall, the insurance company ceased approving these claims.

At the end of 2004, it became apparent that the insurance company may deny coverage of our claims. Therefore, the Company reserved an additional $2.2 million as an estimate of claims yet to be paid as of December 2004. During the first quarter of 2005, the insurance company expressed its interest to settle these claims. The Company settled with the insurance company in April 2005. This allowed the Company to reverse the $2.6 million estimated robbery loss in first quarter of 2005.

During the first quarter of 2004, the Company wrote down the carrying value of two issues of Federal Home Loan Mortgage Association preferred stock. These securities pay dividends based on a variable rate related to LIBOR (London Interbank Offered Rate). Consequently, the value of these securities declined as the result of historically low interest rates. Since this loss of value was deemed other-than-temporary, the Company charged $6.3 million against earnings in the first quarter of 2004 to adjust for the impairment of these preferred securities.

Net income before the reversal of the $2.6 million estimated robbery loss would have been $16.0 million for the first quarter of 2005. This represents an increase of $1.7 million, or 11.63%, when compared to net earnings, before the other-than-temporary impairment write-down, of $14.3 million for the same period in 2004. These results would have produced a return on beginning equity of 20.46%, a return on average equity of 19.78%, and a return on average assets of 1.43%. The related efficiency ratio for the first quarter of 2005 would be 48.52%, and operating costs as a percentage of average assets would be 2.08%.

Net Interest Income and Net Interest Margin

Net interest income totaled $40.9 million for the first quarter of 2005. This represented an increase of $5.4 million, or 15.11%, over the net interest income of $35.5 million for the first quarter of 2004. This increase resulted from a $10.0 million increase in interest income, partially offset by a $4.7 million increase in interest expense. The increases in interest income were primarily due to the growth in average earning assets and increase in interest rates. The increases in interest expense were due to the increases in deposit rates and borrowed funds.

Net interest margin (tax equivalent) declined slightly from 4.02% for the first quarter of 2004 to 3.99% for the first quarter of 2005. Total average earning asset yields have increased from 5.15% for the first quarter of 2004 to 5.40% for first quarter of 2005. The cost of funds has increased from 1.66% for the first quarter of 2004 to 2.11% for the first quarter of 2005. This decline in net interest margin has been mitigated by the strong growth in the balance sheet. The Company has approximately $1.39 billion, or 46.03%, of its deposits in interest free demand deposits. The Company believes its deposit base should position it well for a rising interest rate environment.

Net interest income totaled $40.9 million for the first quarter of 2005. This represented an increase of $1.2 million, or 3.01%, over the net interest income of $39.7 million for the fourth quarter of 2004. This increase resulted from a $2.7 million increase in interest income, partially offset by a $1.5 million increase in interest expense. The increases in interest income were primarily due to the growth in average earning assets and an increase in interest rates. The increases in interest expense were due to the increases in deposit rates and borrowed funds.

Net interest margin (tax equivalent) increased from 3.95% for the fourth quarter of 2004 to 3.99% for the first quarter of 2005. Total average earning asset yields have increased from 5.24% for the fourth quarter of 2004 to 5.40% for first quarter of 2005. The cost of funds has increased from 1.93% for the fourth quarter of 2004 to 2.11% for the first quarter of 2005. The increase in net interest margin is the result of a recent increase in interest rates.

Balance Sheet

The Company reported total assets of $4.83 billion at March 31, 2005. This represented an increase of $822.1 million, or 20.50%, over total assets of $4.01 billion on March 31, 2004. Earning assets totaling $4.50 billion were up $769.4 million, or 20.60%, when compared with earning assets of $3.74 billion as of March 31, 2004. Deposits of $3.02 billion grew $317.9 million, or 11.78%, from $2.70 billion for the same period of the prior year. Demand deposits of $1.39 billion jumped $234.9 million, or 20.36%, from $1.15 billion. Gross loans and leases of $2.18 billion on March 31, 2005 rose $371.5 million, or 20.50%, from $1.81 billion on March 31, 2004.

Total assets of $4.83 billion as of March 31, 2005 reflect an increase of $321.0 million, or 7.12%, over total assets of $4.51 billion on December 31, 2004. Earning assets of $4.50 billion were up $248.2 million, or 5.83%, over the total earning assets of $4.26 billion on December 31, 2004. Deposits of $3.02 billion on March 31, 2005 grew $142.2 million, or 4.94%, from $2.88 billion as of December 31, 2004. Demand deposits of $1.39 billion were up $66.7 million, or 5.04%, from $1.32 billion. Gross loans and leases of $2.18 billion increased $43.9 million, or 2.05%, from $2.14 billion on December 31, 2004. Total equity of $324.2 million on March 31, 2005 was up $6.75 million, or 2.13%, from $317.5 million as of December 31, 2004.

Investment Securities

Investment securities totaled $2.29 billion as of March 31, 2005. This represents an increase of $201.2 million, or 9.65%, when compared with $2.09 billion in investment securities as of December 31, 2004. It represents an increase of $383.7 million, or 20.17%, when compared with the $1.90 billion for the first quarter of 2004.

Wealth Management Group

The Wealth Management Group has over $2.1 billion in assets under administration. They provide trust, investment and brokerage related services.

Loan and Lease Quality

CVB Financial Corp reported non-performing assets of $9,000 as of March 31, 2005. The ratio of non-performing assets to total assets and non-performing assets to gross loans and leases is negligible. The allowance for loan and lease losses was $23.9 million as of March 31, 2005. This represents 1.10% of gross loans and leases. It compares with an allowance for loan and lease losses of $22.5 million, or 1.05% of gross loans and leases on December 31, 2004. The increase was primarily due to the allowance for loan and lease losses acquired from Granite State Bank of $756,000 and the net recoveries of $682,000 during the first quarter of 2005. Non-performing loans and leases represented 0.04% of the allowance for loan and lease losses as of March 31, 2005. Non-performing assets increased to $9,000 from the $2,000 reported as of December 31, 2004.

The Company has not made a provision for loan and lease losses since 2001 due to the high quality of its loan portfolio. This has been the case even though loans increased from $2.14 billion as of December 31, 2004 to $2.18 billion as of March 31, 2005. Recoveries of $771,000 more than offset charge offs of $89,000 during first quarter of 2005.

Other Items in 2005

On February 25, 2005, the Company acquired 100% of the stock of Granite State Bank. The merger agreement provides for Granite State Bank to merge with and into Citizens Business Bank. Citizens Business Bank represents the continuing operation. The purchase price was $19.00 per share, or approximately $26.7 million. The transaction was handled under purchase accounting. The Company issued 696,049 common shares or $13.4 million of its common stock to shareholders of Granite State Bank, and paid the remaining $13.3 million of the acquisition price in cash.

Granite State Bank was headquartered in Monrovia, California with one office in South Pasadena. The bank had total assets of $111.4 million, total loans of $62.8 million and total deposits of $103.1 million as of the acquisition date, February 25, 2005.

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 32 cities with 39 business financial centers in the Inland Empire, Los Angeles County, Orange County and the Central Valley areas of California. Its subsidiary, Golden West Financial Services, provides vehicle leasing, equipment leasing and real estate loan services.

For the second 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 July 27, 28 and 29, 2004. This award was presented to the 31 banks in the United States that have reported increased earnings per share every year for the past ten years.

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, 2004, 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,
        2005     2004     2004  



Assets:  
Investment Securities available-for-sale   $ 2,286,187   $ 1,902,503   $ 2,085,014  
Investment in stock of Federal Home Loan Bank (FHLB)    58,092    42,022    53,565  
Loans and lease finance receivables    2,184,021    1,812,487    2,140,074  
   Less allowance for credit losses    (23,932 )  (22,005 )  (22,494 )



   Net loans and lease finance receivables    2,160,089    1,790,482    2,117,580  



         Total earning assets    4,504,368    3,735,007    4,256,159  
Cash and due from banks    127,113    118,156    84,400  
Premises and equipment, net    35,755    30,035    33,508  
Goodwill and intangibles    43,572    26,605    25,716  
Cash value of life insurance    70,512    66,012    68,233  
Other assets    50,673    34,101    42,995  



     TOTAL   $ 4,831,993   $ 4,009,916   $ 4,511,011  



Liabilities and Stockholders' Equity  
Liabilities:  
   Deposits:  
       Demand Deposits (noninterest-bearing)   $ 1,388,942   $ 1,153,994    1,322,255  
       Investment Checking    274,312    223,561    258,636  
       Savings/MMDA    843,553    798,875    813,983  
       Time Deposits    510,387    522,826    480,165  



          Total Deposits    3,017,194    2,699,256    2,875,039  
  Demand Note to U.S. Treasury    2,136    1,829    6,453  
  Borrowings    1,361,000    885,900    1,186,000  
  Junior Subordinated Debentures    82,476    82,476    82,476  
  Other liabilities    44,956    44,026    43,560  



          Total Liabilities    4,507,762    3,713,487    4,193,528  
Stockholders' equity:  
   Stockholders' equity    334,378    272,769    308,591  
   Accumulated other comprehensive income  
      (loss), net of tax    (10,147 )  23,660    8,892  



     324,231    296,429    317,483  



     TOTAL     $ 4,831,993   $ 4,009,916   $ 4,511,011  





CVB FINANCIAL CORP.
CONSOLIDATED AVERAGE BALANCE SHEET
(unaudited)
dollars in thousands
Three months ended March 31,
2005
2004
Assets:            
Federal funds sold and reverse repos   $ --   $ 879  
Investment securities available-for-sale    2,132,465    1,887,734  
Investment in stock of Federal Home Loan Bank (FHLB)    55,245    39,590  
Loans and lease finance receivables    2,099,312    1,766,715  
   Less allowance for credit losses    (23,154 )  (21,734 )


   Net loans and lease finance receivables    2,076,158    1,744,981  


         Total earning assets    4,263,868    3,673,184  
Cash and due from banks    118,011    108,279  
Premises and equipment, net    34,392    30,718  
Goodwill and intangibles    25,541    26,734  
Cash value of life insurance    69,014    34,393  
Other assets    38,878    52,564  


     TOTAL   $ 4,549,704   $ 3,925,872  


Liabilities and Stockholders' Equity  
Liabilities:  
   Deposits:  
       Noninterest-bearing   $ 1,336,937   $ 1,102,699  
       Interest-bearing    1,591,087    1,537,215  


          Total Deposits    2,928,024    2,639,914  
  Other borrowings    1,197,290    866,174  
  Junior Subordinated Debentures    82,476    82,476  
  Other liabilities    13,495    43,600  


          Total Liabilities    4,221,285    3,632,164  
Stockholders' equity:  
   Stockholders' equity    319,739    276,398  
   Accumulated other comprehensive income  
      (loss), net of tax    8,680    17,310  


     328,419    293,708  


     TOTAL   $ 4,549,704   $ 3,925,872  



CVB FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited)
dollar amounts in thousands, except per share
For the Three Months
Ended March 31,
2005
2004
Interest Income:            
  Loans, including fees   $ 32,693   $ 26,250  
  Investment securities:  
     Taxable    19,179    15,728  
     Tax-advantaged    4,087    3,971  


            Total investment income    23,266    19,699  
  Federal funds sold    37    2  


            Total interest income    55,996    45,951  
Interest Expense:  
  Deposits    5,061    3,683  
  Borrowings and junior subordinated debentures    9,998    6,704  


            Total interest expense    15,059    10,387  


    Net interest income before provision for credit losses    40,937    35,564  
Provision for credit losses    --    --  


    Net interest income after  
       provision for credit losses    40,937    35,564  
Other Operating Income:  
   Service charges on deposit accounts    3,042    3,793  
   Wealth Management services    1,232    1,162  
   Other-than-temporary impairment write down    --    (6,300 )
   Other    2,805    2,126  


            Total other operating income    7,079    781  
Other operating expenses:  
   Salaries and employee benefits    13,146    11,742  
   Occupancy    1,998    1,774  
   Equipment    1,744    1,856  
   Professional services    1,025    1,121  
   Amortization of intangible assets    296    296  
   Other    2,488    4,716  


            Total other operating expenses    20,697    21,505  


Earnings before income taxes    27,319    14,840  
Income taxes    9,618    4,768  


    Net earnings   $ 17,701   $ 10,072  


Basic earnings per common share   $ 0.29   $ 0.17  


Diluted earnings per common share   $ 0.29   $ 0.16  


Cash dividends per common share   $ 0.11   $ 0.12  


All

per share information has been retroactively adjusted to reflect
     the 5 or 4 stock split declared on December 29, 2004.


CVB FINANCIAL CORP. AND SUBSIDIARIES
SELECTED FINANCIAL HIGHLIGHTS
(unaudited)
Three months ended March 31,
2005
2004
Interest income - (Tax Effective)(te)     $ 57,313   $ 47,236  
Interest Expense    15,059    10,387  


Net Interest income - (te)     $ 42,254   $ 36,849  



Other-than-temporary impairment write-down
   $ 0    ($ 6,300 )

Return on average assets
    1.58 %  1.03 %
Return on average equity    21.86 %  13.79 %
Efficiency ratio    43.10 %  59.17 %
Net interest margin (te)    3.99 %  4.02 %

Weighted average shares outstanding
  
    Basic    61,114,705    60,459,791  
    Diluted    61,730,417    61,500,490  
Dividends paid   $ 6,775   $ 5,806  
Dividend payout ratio    38.27 %  57.65 %

Number of shares outstanding-EOP
    61,666,993    60,483,023  
Book value per share   $ 5.26   $ 4.90  

March 31,
2005
2004
Non-performing Assets (dollar amount in thousands):            
Non-accrual loans   $ 9   $ 719  
Loans past due 90 days or more  
  and still accruing interest    --    --  
Restructured loans    --    --  
Other real estate owned (OREO), net    --    --  


Total non-performing assets   $ 9   $ 719  



Percentage of non-performing assets
  
  to total loans outstanding and OREO    0.00 %  0.04 %
Percentage of non-performing  
  assets to total assets    0.00 %  0.02 %
Non-performing assets to  
allowance for loan losses       0.04 %   3.27 %
Net Charge-off (Recovered) to Average loans       -0.07 %   -0.04 %

Allowance for Credit Losses:
  
 Beginning Balance   $ 22,494   $ 21,282  
    Total Loans Charged-Off    (89 )  (308 )
    Total Loans Recovered    771    1,031  
    Acquisition of Granite State Bank    756  


Net Loans Recovery (Charged-Off)    1,438    723  
Provision Charged to Operating Expense    --    --  


Allowance for Credit Losses at End of period   $ 23,932   $ 22,005  





CVB FINANCIAL CORP. AND SUBSIDIARIES
SELECTED FINANCIAL HIGHLIGHTS
(in thousands, except per share data)
(unaudited)
Quarterly Common Stock Price
2005
2004
2003
Quarter End High
Low
High
Low
High
Low
March 31,     $ 21.30   $ 17.60   $ 17.04   $ 15.13   $ 18.50   $ 14.10  
June 30,             $ 17.56   $ 15.72   $ 16.06   $ 14.07  
September 30,             $ 18.70   $ 16.16   $ 15.69   $ 13.35  
December 31,             $ 22.34   $ 17.80   $ 15.87   $ 13.94  


Quarterly Consolidated Statements of Income
1Q
2005

4Q
2004

3Q
2004

2Q
2004

1Q
2004

Interest income                            
   Loans, including fees     $ 32,693   $ 31,095   $ 30,061   $ 27,136   $ 26,250  
   Investment securities and federal funds sold      23,303    22,184    21,960    19,315    19,701  





         55,996    53,279    52,021    46,451    45,951  
Interest expense  
   Deposits        5,061    4,356    3,863    3,605    3,683  
   Other borrowings      9,998    9,183    8,182    6,939    6,704  





       15,059    13,539    12,045    10,544    10,387  
   Net interest income before  
   provision for credit losses      40,937    39,740    39,976    35,907    35,564  
Provision for credit losses      --    --    --    --    --  





   Net interest income after    
   provision for credit losses      40,937    39,740    39,976    35,907    35,564  
Non-interest income      7,079    7,596    7,519    12,011    781  
Non-interest expenses      20,697    25,462    21,752    21,004    21,505  





Earnings before income taxes      27,319    21,874    25,743    26,914    14,840  
Income taxes      9,618    4,986    8,668    9,462    4,768  





     Net earnings     $ 17,701   $ 16,888   $ 17,075    17,452   $ 10,072  





Basic earning per common share     $ 0.29   $ 0.28   $ 0.28   $ 0.29   $ 0.17  
Diluted earnings per common share     $ 0.29   $ 0.28   $ 0.28   $ 0.28   $ 0.16  
Cash dividends per common share     $ 0.11   $ 0.11   $ 0.13   $ 0.12   $ 0.12  
Dividends Paid     $ 6,775   $ 6,733   $ 6,293   $ 5,836   $ 5,806  

Financial Measures That Supplement GAAP

Our discussions sometimes contain financial information not required to be presented by generally accepted accounting principles (GAAP). We do this to better inform readers of our financial statements. The SEC requires us to present a reconciliation of GAAP presentation with non-GAAP presentation.

The following table reconciles the differences in net earnings with and without the settlement of robbery loss and the other-than-temporary impairment write down in conformity with GAAP.

Net Earnings Reconciliation (non-GAAP disclosure): Three months ended
March 31,
2005
2004
Net earnings without the settlement of robbery loss and
other-than-temporary impairment write-down
    $ 16,016   $ 14,348  
Settlement of robbery loss, net of tax     1,685     --    
     Other-than-temporary impairment write-down, net of tax     --     (4,276 )


Reported net earnings   $ 17,701   $ 10,072  


     Settlement of robbery loss   $ 2,600     --  
     Other-than-temporary impairment write-down    --    ($ 6,300 )
     Tax effect    (915 )  2,024  


Net of taxes   $ 1,685    ($ 4,276 )


We have presented net earnings without the settlement of robbery loss and other-than-temporary impairment write-down on investment securities to show shareholders the earnings from operations unaffected by the impact of these items. We believe this presentation allows the reader to more easily assess the results of the Company's operations and business.

Ratios Reconciliation (non-GAAP disclosure):

The following table reconciles the differences in ratios with and without the settlement of robbery loss and the other-than-temporary impairment write down in conformity with GAAP.

Ratios Reconciliation
For the Three Months
Ended March 31,
2005

Without settlement of robbery loss
Settlement of robbery loss
Reported earnings
Other Operating Expense     $ 23,297   $ (2,600 ) $ 20,697  



Net Revenues   $ 48,016   $ --   $ 48,016  



Net Earnings   $ 16,016   $ 1,685   $ 17,701  



Return on Beginning Equity     20.46%       22.61%
Return on Average Equity     19.78%       21.86%
Return on Average Assets     1.43%     1.58%
Efficiency Ratio     48.52%       43.10%
Operating Costs as % of Average assets     2.08%       1.84%

We have presented ratios without the settlement of robbery loss and other-than-temporary impairment write-down on investment securities to show shareholders the earnings from operations unaffected by the impact of these items. We believe this presentation allows the reader to more easily assess the results of the Company's operations and business.