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, 2006

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 19, 2006, the Compensation Committee of the Board of Directors of CVB Financial Corp. (the "Company") approved the CVB Financial Corp. Discretionary Performance Compensation Plan for 2006. 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. D. Linn Wiley, 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 and Service, and Edward J. Mylett, Jr., Executive Vice President, Credit Management Division, is between 25% and 75% of their respective base salaries.

        In addition, we have established performance compensation categories for Mr. R. Scott Racusin, Executive Vice President, Financial Advisory Services Group. These categories are: Return on Average Equity, Trust Services Earnings, Investment Services Earnings, Managed Accounts and Managed Assets. The total performance compensation which may be earned by Mr. Racusin is between 25% and 75% of his base salary.

        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 20, 2006, CVB Financial Corp. issued a press release setting forth its earnings for the first quarter ending March 31, 2006. A copy of this press release is attached hereto as Exhibit 99.1 and is being furnished pursuant to this Item 2.02. 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.

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 2006

                                        99.1        Press Release dated April 20, 2006





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, 2006 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 2006

99.1    Press Release, dated April 20, 2006




EXHIBIT 10.1

CVB FINANCIAL CORPORATION
DISCRETIONARY PERFORMANCE COMPENSATION PLAN
2006

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 2006 include the following:

              Leadership Committee
              Business Financial Center Managers
              Banking Officers
              Service Managers and Assistant Service Managers
              Specialized Officers
              Golden West Financial Corporation
              Administrative Officers (employed as of December 31, 2005)
              Non-Officers (employed as of December 31, 2005)

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 28, 2007. 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. Wiley, Biebrich, Coleman, Mylett and Racusin. The total performance compensation which may be earned by Mr. Wiley 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.

For the executive in charge of our Financial Advisory Services Group, Mr. Racusin, performance compensation will be based on the following individual categories:

              Return on Average Equity
              Trust Revenue (000)
              Investment Services Revenue
              Managed Accounts
              Managed Assets

The total performance compensation which may be earned by Mr. Racusin is between 25% and 75% of his base salary.

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.







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



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, 2006-CVB Financial Corp. (NASDAQ:CVBF) and its subsidiary, Citizens Business Bank (“the Company”), announced record results for the first quarter of 2006. 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 $18.2 million for the first quarter ending March 31, 2006. This represents an increase of $539,000, or 3.05%, when compared with the $17.7 million in net earnings reported for the first quarter of 2005. Diluted earnings per share were $0.24 for the first quarter of 2006. This was up $0.01, or 4.35%, when compared with earnings per share of $0.23 for the first quarter of 2005.

Net income for the first quarter of 2006 produced a return on beginning equity of 21.57%, a return on average equity of 20.82% and a return on average assets of 1.35%. The efficiency ratio for the first quarter was 45.75%, and operating expenses as a percentage of average assets were 1.74%.

As previously reported, the Company recorded income of $2.6 million from the settlement of a robbery loss in the first quarter of 2005. This added $1.7 million to net income after taxes for the period. Without this item, the net income for the first quarter of 2005 would have been $16.0 million. The first quarter 2006 net earnings of $18.2 million represents an increase of $2.2 million, or 13.89%, when compared to the $16.0 million for the same period in 2005.

Net Interest Income and Net Interest Margin

Net interest income totaled $43.6 million for the first quarter of 2006. This represented an increase of $3.0 million, or 7.26%, over net interest income of $40.6 million for the first quarter of 2005. This increase resulted from a $16.4 million increase in interest income, partially offset by a $13.2 million increase in interest expense and a $250,000 increase in the provision for credit losses. 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 deposits and borrowed funds and the increase in interest rates on these funding instruments.

Net interest margin (tax equivalent) declined from 3.96% for the first quarter of 2005 to 3.62% for the first quarter of 2006. Total average earning asset yields have increased from 5.37% for the first quarter of 2005 to 5.86%, or 49 basis points, for the first quarter of 2006. The cost of funds has increased from 2.11% for the first quarter of 2005 to 3.10%, or 99 basis points, for the first quarter of 2006. The higher increase in cost of funds is due to the short-term liability sensitivity of the Company. This decline in net interest margin has been mitigated by the strong growth in the balance sheet, which has allowed the Company’s net interest income to increase as mentioned above. The Company has approximately $1.36 billion, or 39.18%, of its deposits in interest free demand deposits.

The credit quality of the loan portfolio continues to be strong. The allowance for credit losses decreased slightly from $23.9 million at the end of the first quarter 2005 to $23.6 million at the end of the first quarter 2006. During the first quarter of 2006, the Company experienced net recoveries of $130,000, and we made a provision for credit losses of $250,000. During the first quarter of 2005, we had net recoveries of $682,000, and we added $756,000 to the allowance from the acquisition of Granite State Bank. The allowance for credit losses is 0.87% of the total loans outstanding. Although the allowance for credit losses is justified by the strong credit quality of the loan portfolio, it is relatively low when compared with peer banks. We believe that making appropriate levels of provisions to compensate for the growth of the loan portfolio is justified.

Balance Sheet

The Company reported total assets of $5.53 billion at March 31, 2006. This represented an increase of $695.9 million, or 14.40%, over total assets of $4.83 billion on March 31, 2005. Earning assets totaling $5.17 billion were up $670.3 million, or 14.88%, when compared with earning assets of $4.50 billion as of March 31, 2005. Deposits of $3.48 billion grew $458.9 million, or 15.21%, from $3.02 billion for the same period of the prior year. Gross loans and leases of $2.72 billion on March 31, 2006 rose $533.1 million, or 24.41%, from $2.18 billion on March 31, 2005.

Total assets of $5.53 billion as of March 31, 2006 reflect an increase of $104.9 million, or 1.94%, over total assets of $5.42 billion on December 31, 2005. Earning assets of $5.17 billion were up $91.5 million, or 1.80%, over the total earning assets of $5.08 billion on December 31, 2005. Deposits of $3.48 billion on March 31, 2006 grew $52.0 million, or 1.52%, from $3.42 billion as of December 31, 2005. Gross loans and leases of $2.71 billion increased $53.3 million, or 2.00%, from $2.66 billion on December 31, 2005. Total equity of $339.6 million on March 31, 2006 was down by $3.3 million, or 0.97%, from $342.9 million as of December 31, 2005. This decline was the result of a $15.2 million increase in the unrealized loss in the investment portfolio.

Investment Securities

Investment securities totaled $2.41 billion as of March 31, 2006. This represents an increase of $136.5 million, or 6.01%, when compared with the $2.27 billion as of March 31, 2005. It represents an increase of $37.1 million, or 1.57%, when compared with $2.37 billion in investment securities as of December 31, 2005.

Financial Advisory Services

The Financial Advisory Services Group has over $2.9 billion in assets under administration. They provide trust, investment and brokerage related services.

Loan and Lease Quality

CVB Financial Corp reported no non-performing assets as of March 31, 2006 and December 31, 2005. The allowance for credit losses was $23.5 million as of March 31, 2006. This represents 0.87% of gross loans and leases. It compares with an allowance for credit losses of $23.2 million, or 0.87% of gross loans and leases on December 31, 2005. The increase was primarily due to a provision for credit losses of $250,000 recorded in first quarter of 2006 and recoveries of $150,000 during the first quarter of 2006, offset by loan losses of $20,000.

Other Items in 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 40 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.

For the third 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 July 25, 26, and 27, 2005. The Company was also recognized as a SmAll-Star by Sandler O’Neill and named on 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, 2005, 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,
        2006     2005     2005  



Assets:   
Investment Securities available-for-sale    $ 2,406,986   $ 2,270,450   $ 2,369,892  
Interest-bearing balances due from depository institutions      1,784     15,737     1,883  
Investment in stock of Federal Home Loan Bank (FHLB)      72,362     58,092     70,770  
Loans and lease finance receivables       2,717,127     2,184,021     2,663,863  
   Less allowance for credit losses      (23,584 )   (23,932 )   (23,204 )



   Net loans and lease finance receivables      2,693,543     2,160,089     2,640,659  



          Total earning assets       5,174,675     4,504,368     5,083,204  
Cash and due from banks       131,453     127,113     130,141  
Premises and equipment, net       41,258     35,755     40,020  
Intangibles       11,886     14,817     12,474  
Goodwill       31,531     28,755     32,357  
Cash value of life insurance       72,633     70,512     71,811  
Other assets       64,478     50,673     52,964  



      TOTAL    $ 5,527,914   $ 4,831,993   $ 5,422,971  



Liabilities and Stockholders' Equity   
Liabilities:    
   Deposits:    
        Demand Deposits (noninterest-bearing)     $ 1,362,022   $ 1,388,942     1,490,613  
        Investment Checking       298,278     274,312     298,067  
        Savings/MMDA      924,402     843,553     852,189  
        Time Deposits      891,379     510,387     783,177  



           Total Deposits       3,476,081     3,017,194     3,424,046  
  Demand Note to U.S. Treasury      936     2,136     6,433  
  Borrowings       1,550,000     1,361,000     1,496,000  
  Junior Subordinated Debentures      108,250     82,476     82,476  
  Other liabilities       53,082     44,956     71,139  



           Total Liabilities       5,188,349     4,507,762     5,080,094  
Stockholders' equity:    
    Stockholders' equity      368,152     334,378     356,263  
    Accumulated other comprehensive income    
       (loss), net of tax      (28,587 )   (10,147 )   (13,386 )



        339,565     324,231     342,877  



     TOTAL     $ 5,527,914   $ 4,831,993   $ 5,422,971  





CVB FINANCIAL CORP.
CONSOLIDATED AVERAGE BALANCE SHEET
(unaudited)
dollars in thousands
Three months ended March 31,
2006
2005
Assets:            
Investment securities available-for-sale     $ 2,390,040   $ 2,126,851  
Interest-bearing balances due from depository institutions      4,667     5,614  
Investment in stock of Federal Home Loan Bank (FHLB)      71,299     55,245  
Loans and lease finance receivables       2,652,493     2,099,312  
    Less allowance for credit losses       (23,299 )   (23,154 )


    Net loans and lease finance receivables       2,629,194     2,076,158  


          Total earning assets       5,095,200     4,263,868  
Cash and due from banks       130,321     118,011  
Premises and equipment, net       40,657     34,392  
Intangibles       12,116     5,961  
Goodwill       31,816     19,580  
Cash value of life insurance       72,037     69,014  
Other assets       84,965     38,878  


      TOTAL    $ 5,467,112   $ 4,549,704  


Liabilities and Stockholders' Equity    
Liabilities:    
   Deposits:    
        Noninterest-bearing     $ 1,386,972   $ 1,336,937  
        Interest-bearing       2,060,971     1,591,087  


           Total Deposits       3,447,943     2,928,024  
  Other borrowings       1,510,960     1,197,290  
  Junior Subordinated Debentures      99,659     82,476  
  Other liabilities       53,179     13,495  


           Total Liabilities       5,111,741     4,221,285  
Stockholders' equity:    
    Stockholders' equity      368,926     319,739  
    Accumulated other comprehensive income    
       (loss), net of tax      (13,555 )   8,680  


        355,371     328,419  


      TOTAL    $ 5,467,112   $ 4,549,704  



CVB FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited)
dollar amounts in thousands, except per share
For the Three Months
Ended March 31,
2006
2005
Interest Income:            
  Loans, including fees     $ 44,292   $ 32,380  
  Investment securities:    
      Taxable      20,737     18,703  
      Tax-advantaged      6,245     4,087  


             Total investment income       26,982     22,790  
  Dividends from FHLB Stock       800     475  
  Federal funds sold       32     4  
  Interest-bearing CDs with other institutions       26     34  


             Total interest income       72,132     55,683  
Interest Expense:    
  Deposits       13,201     5,061  
  Borrowings and junior subordinated debentures      15,106     9,998  


             Total interest expense       28,307     15,059  


     Net interest income before provision for credit losses       43,825     40,624  
Provision for credit losses       250     --  


     Net interest income after   
        provision for credit losses       43,575     40,624  
Other Operating Income:    
    Service charges on deposit accounts       3,291     3,042  
    Financial Advisory Services       1,845     1,678  
    Other       2,593     2,359  


             Total other operating income       7,729     7,079  
Other operating expenses:    
    Salaries and employee benefits       12,720     12,833  
    Occupancy       2,029     1,998  
    Equipment       1,745     1,744  
    Professional services      1,273     1,025  
    Amortization of intangible assets       588     296  
    Other       5,115     2,488  


             Total other operating expenses       23,470     20,384  


Earnings before income taxes       27,834     27,319  
Income taxes       9,594     9,618  


     Net earnings    $ 18,240   $ 17,701  


Basic earnings per common share     $ 0.24   $ 0.23  


Diluted earnings per common share     $ 0.24   $ 0.23  


Cash dividends per common share     $ 0.09   $ 0.11  


All

per share information has been retroactively adjusted to reflect
      the 5 for 4 stock split declared on December 21, 2005.


CVB FINANCIAL CORP. AND SUBSIDIARIES
SELECTED FINANCIAL HIGHLIGHTS
(unaudited)
Three months ended March 31,
2006
2005
Interest income - (Tax Effective)(te)     $ 74,152   $ 57,000  
Interest Expense       28,307     15,059  


Net Interest income - (te)     $ 45,845   $ 41,941  



Return on average assets
      1.35%   1.58%
Return on average equity       20.82%   21.86%
Efficiency ratio       45.75%   42.73%
Net interest margin (te)       3.62%   3.96%

Weighted average shares outstanding
   
    Basic       76,460,288     76,393,381  
    Diluted       76,997,334     77,163,021  
Dividends declared     $ 6,883   $ 6,775  
Dividend payout ratio       37.74%   38.27%

Number of shares outstanding-EOP
      76,479,277     77,083,741  
Book value per share     $ 4.44   $ 4.21  

March 31,
2006
2005
Non-performing Assets (dollar amount in thousands):            
Non-accrual loans     $ 0   $ 9  
Loans past due 90 days or more    
  and still accruing interest      --     --  
Restructured loans       --     --  
Other real estate owned (OREO), net       --     --  


Total non-performing assets     $ 0   $ 9  



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%   0.04%
Net Charge-off (Recovered) to Average loans       0.00%   -0.07%

Allowance for Credit Losses:
   
 Beginning Balance     $ 23,204   $ 22,494  
     Total Loans Charged-Off      (20 )   (89 )
     Total Loans Recovered      150     771  
     Acquisition of Granite State Bank       0     756  


Net Loans Recovery (Charged-Off)       130     1,438  
Provision Charged to Operating Expense      250     --  


Allowance for Credit Losses at End of period    $ 23,584   $ 23,932  





CVB FINANCIAL CORP. AND SUBSIDIARIES
SELECTED FINANCIAL HIGHLIGHTS
(in thousands, except per share data)
(unaudited)
Quarterly Common Stock Price
2006
2005
2004
Quarter End High
Low
High
Low
High
Low
March 31,     $ 17.16   $ 16.18   $ 17.04   $ 14.08   $ 13.63   $ 12.10  
June 30,             $ 16.10   $ 13.60   $ 14.05   $ 12.58  
September 30,             $ 17.52   $ 14.43   $ 14.96   $ 12.93  
December 31,             $ 16.72   $ 13.90   $ 17.87   $ 14.24  


Quarterly Consolidated Statements of Income
1Q
2006

4Q
2005

3Q
2005

2Q
2005

1Q
2005

Interest income                            
   Loans, including fees      $ 44,292   $ 42,432   $ 38,341   $ 35,268   $ 32,380  
   Investment securities and federal funds sold         27,840     26,039     24,732     24,454     23,303  





          72,132     68,471     63,509     60,073     55,996  
Interest expense    
   Deposits         13,201     10,060     7,539     6,247     5,061  
   Other borrowings         15,106     13,991     12,950     11,589     9,998  





          28,307     24,051     20,489     17,836     15,059  
    Net interest income before   
   provision for credit losses        43,825     44,420     43,020     42,237     40,937  
Provision for credit losses         250     --     --     --     --  





    Net interest income after     
    provision for credit losses        43,575     44,420     43,020     42,237     40,937  
Non-interest income         7,729     5,273     7,861     7,293     7,079  
Non-interest expenses         23,470     23,926     22,679     23,064     20,384  





Earnings before income taxes         27,834     25,767     27,766     26,115     27,319  
Income taxes         9,594     8,593     9,499     8,637     9,618  





      Net earnings      $ 18,240   $ 17,174   $ 18,267     17,478   $ 17,701  





Basic earnings per common share       $ 0.24   $ 0.22   $ 0.24   $ 0.23   $ 0.23  
Diluted earnings per common share       $ 0.24   $ 0.22   $ 0.23   $ 0.22   $ 0.23  
Cash dividends per common share       $ 0.09   $ 0.09   $ 0.11   $ 0.11   $ 0.11  
Dividends Declared       $ 6,883   $ 6,877   $ 6,722   $ 6,716   $ 6,775  

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 in conformity with GAAP.

Net Earnings Reconciliation (non-GAAP disclosure): Three months ended
March 31,
2006
2005
Net earnings without the settlement of robbery loss     $ 18,240   $ 16,016  
Settlement of robbery loss, net of tax      ---     1,685    
Reported net earnings     $ 18,240   $ 17,701  


      Settlement of robbery loss    $ 0     2,600  
      Tax effect      ---     (915 )


Net of taxes     $ 0     1,685  


We have presented net earnings without the settlement of robbery loss 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.