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 19, 2007

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 18, 2007, the Compensation Committee of the Board of Directors of CVB Financial Corp. (the "Company") approved the CVB Financial Corp. Discretionary Performance Compensation Plan for 2007. 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. Christopher D. Myers, 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 Division, and Edward J. Mylett, Jr., Executive Vice President, Credit Management Division, is between 25% and 75% of their respective base salaries.

        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 19, 2007, CVB Financial Corp. issued a press release setting forth its earnings for the first quarter ending March 31, 2007. A copy of this press release is attached hereto as Exhibit 99.1 and is being furnished pursuant to this Item 2.02.

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 2007

                                        99.1        Press Release dated April 19, 2007





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 19, 2007 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 2007

99.1    Press Release, dated April 19, 2007




EXHIBIT 10.1

CVB FINANCIAL CORPORATION
DISCRETIONARY PERFORMANCE COMPENSATION PLAN
2007

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 2007 include the following:

              Leadership Committee
              Business Financial Center Managers
              Banking Officers
              Service Managers and Assistant Service Managers
              Specialized Officers
              Administrative Officers (employed as of December 31, 2006)
              Non-Officers (employed as of December 31, 2006)

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 29, 2008. 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. Myers, Biebrich, Coleman and Mylett. The total performance compensation which may be earned by Mr. Myers 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.

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:  Christopher D. Myers
     President and CEO
     (909) 980-4030

CVB Financial Corp. Reports First Quarter Earnings

Ontario, CA, April 19, 2007-CVB Financial Corp. (NASDAQ:CVBF) and its subsidiary, Citizens Business Bank (“the Company”), announced the results for the first quarter of 2007.

Net Income

CVB Financial Corp. reported net income of $15.2 million for the first quarter ending March 31, 2007. This represents a decrease of $3.1 million, or 16.78%, when compared with net earnings of $18.2 million for the first quarter of 2006. Diluted earnings per share were $0.18 for the first quarter of 2007. This was down $0.04, or 18.18%, from diluted earnings per share of $0.22 for the same period last year. These per share amounts have been adjusted to reflect a 10% stock dividend declared in December of 2006.

Net income for the first quarter of 2007 produced a return on beginning equity of 15.81%, a return on average equity of 15.39% and a return on average assets of 1.02%. The efficiency ratio for the first quarter was 54.27%, and operating expenses as a percentage of average assets were 1.74%.

Net Interest Income and Net Interest Margin

Net interest income totaled $39.8 million for the first quarter of 2007. This represents a decrease of $3.7 million, or 8.60%, from the $43.6 million for the same period of 2006. This decrease resulted from a $12.1 million increase in interest income, offset by a $16.1 million increase in interest expense. The increases in interest income was primarily due to the growth in average earning assets and the increase in interest rates. The increase in interest expense was due to the increase in the cost of interest bearing deposits and borrowed funds and the overall increase in interest rates.

Net interest margin (tax equivalent) declined from 3.63% for the first quarter of 2006 to 3.03% for the first quarter of 2007. Total average earning asset yields increased from 5.84% for the first quarter of 2006 to 6.19% for the first quarter of 2007. The cost of funds increased from 3.10% for the first quarter of 2006 to 4.15% for the first quarter of 2007. The decline in net interest margin is due to the cost of interest-bearing liabilities rising faster than the increase in yields on earning assets.

The credit quality of the loan portfolio continues to be strong. The allowance for credit losses increased from $23.6 million as of March 31, 2006 to $27.6 million as of March 31, 2007. The increase was primarily due to the provision for credit losses of $3.0 million and net recoveries of $1.7 million in 2006. During the first three months of 2007, the Company experienced net charge-offs of $105,000. No additional provision for credit losses was made in the first quarter of 2007. By comparison, during the first three months of 2006, the Company had net recoveries of $130,000, and a provision for credit losses of $250,000. The allowance for credit losses was 0.89% and 0.87% of the total loans and leases outstanding as of March 31, 2007 and 2006, respectively.

Balance Sheet

The Company reported total assets of $5.99 billion at March 31, 2007. This represented an increase of $465.5 million, or 8.42%, over total assets of $5.53 billion as of March 31, 2006. Earning assets totaled $5.63 billion and were up $459.8 million, or 8.89%, when compared with earning assets of $5.17 billion as of March 31, 2006. Total deposits were $3.39 billion as of March 31, 2007. This represents a decrease of $86.5 million, or 2.49%, when compared with total deposits of $3.48 billion at March 31, 2006. The Company has approximately $1.26 billion, or 37.30%, of its deposits in non-interest bearing demand deposits. Gross loans and leases totaled $3.10 billion at March 31, 2007. This represents an increase of $379.5 million, or 13.97%, when compared with gross loans and leases of $2.72 billion at March 31, 2006.

Total assets of $5.99 billion at March 31, 2007 reflect a decrease of $100.8 million, or 1.65%, from total assets of $6.09 billion on December 31, 2006. Earning assets of $5.63 billion were down $69.8 million, or 1.22%, from total earning assets of $5.71 billion at December 31, 2006. The decrease was primarily due to the decrease in the investment portfolio. Total deposits of $3.39 billion at March 31, 2007 represent a decrease of $17.2 million, or 0.50%, when compared with total deposits of $3.41 billion at December 31, 2006. Gross loans and leases of $3.10 billion at March 31, 2007 represent an increase of $26.4 million, or 0.86%, when compared with gross loans and leases of $3.07 billion at December 31, 2006.

Investment Securities

Investment securities totaled $2.48 billion at March 31, 2007. This represents an increase of $77.7 million, or 3.23%, when compared with $2.41 billion in investment securities at March 31, 2006. It represents a decrease of $98.2 million, or 3.80%, when compared with $2.58 billion in investment securities as of December 31, 2006. The Company is deleveraging by utilizing the monthly cash flow from investments to pay down borrowings or fund new loans.

Financial Advisory Services

The Financial Advisory Services Group has over $3.3 billion in assets under administration. They provide trust, investment and brokerage related services, as well as financial, estate and business succession planning.

Loan and Lease Quality

CVB Financial Corp. reported no non-performing assets as of March 31, 2007 and March 31, 2006. The allowance for loan and lease losses was $27.6 million as of March 31, 2007. This represents 0.89% of gross loans and leases. It compares with an allowance for loan and lease losses of $27.7 million, or 0.90% of gross loans and leases as of December 31, 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 39 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, with offices in Orange and Tulare counties.

U.S. Banker Magazine named Citizens Business Bank the “Top Business Bank” in the nation in their January 2007 issue. The Bank was also recognized for having the fifteenth highest return on equity in the nation at 20.88%.

For the fourth 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 August 1 - 2, 2006. The Company was also recognized as a SmAll-Star by Sandler O’Neill, and named to 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, 2006, 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,
        2007     2006     2006  



Assets:   
Investment Securities available-for-sale    $ 2,484,664   $ 2,406,986   $ 2,582,902  
Interest-bearing balances due from depository institutions      --     1,784     --  
Investment in stock of Federal Home Loan Bank (FHLB)      80,826     72,362     78,866  
Loans and lease finance receivables       3,096,609     2,717,127     3,070,196  
   Less allowance for credit losses      (27,632 )   (23,584 )   (27,737 )



   Net loans and lease finance receivables      3,068,977     2,693,543     3,042,459  



          Total earning assets       5,634,467     5,174,675     5,704,227  
Cash and due from banks       117,981     131,453     146,411  
Premises and equipment, net       45,597     41,258     44,963  
Intangibles       9,533     11,886     10,121  
Goodwill       31,531     31,531     31,531  
Cash value of life insurance       100,758     72,633     99,861  
Other assets       53,561     64,478     57,148  



      TOTAL    $ 5,993,428   $ 5,527,914   $ 6,094,262  



Liabilities and Stockholders' Equity   
Liabilities:    
   Deposits:    
        Demand Deposits (noninterest-bearing)     $ 1,264,243   $ 1,362,022     1,363,411  
        Investment Checking       334,229     298,278     318,431  
        Savings/MMDA      957,538     924,402     896,988  
        Time Deposits      833,602     891,379     827,978  



           Total Deposits       3,389,612     3,476,081     3,406,808  
  Demand Note to U.S. Treasury      468     936     7,245  
  Repurchase Agreements       458,023     --     344,350  
  Borrowings       1,597,500     1,550,000     1,794,900  
  Junior Subordinated Debentures      108,250     108,250     108,250  
  Other liabilities       45,734     53,082     43,370  



           Total Liabilities       5,599,587     5,188,349     5,704,923  
Stockholders' equity:    
    Stockholders' equity      401,631     368,152     402,560  
    Accumulated other comprehensive income    
       (loss), net of tax      (7,790 )   (28,587 )   (13,221 )



        393,841     339,565     389,339  



     TOTAL     $ 5,993,428   $ 5,527,914   $ 6,094,262  





CVB FINANCIAL CORP.
CONSOLIDATED AVERAGE BALANCE SHEET
(unaudited)
dollars in thousands
Three months ended March 31,
2007
2006
Assets:            
Investment securities available-for-sale     $ 2,512,704   $ 2,390,040  
Interest-bearing balances due from depository institutions      --     4,667  
Investment in stock of Federal Home Loan Bank (FHLB)      80,039     71,299  
Loans and lease finance receivables       3,059,186     2,652,493  
    Less allowance for credit losses       (27,720 )   (23,299 )


    Net loans and lease finance receivables       3,031,466     2,629,194  


          Total earning assets       5,624,209     5,095,200  
Cash and due from banks       124,427     130,321  
Premises and equipment, net       45,471     40,657  
Intangibles       9,763     12,116  
Goodwill       31,531     31,816  
Cash value of life insurance       100,202     72,037  
Other assets       88,003     84,965  


      TOTAL    $ 6,023,606   $ 5,467,112  


Liabilities and Stockholders' Equity    
Liabilities:    
   Deposits:    
        Noninterest-bearing     $ 1,283,749   $ 1,386,972  
        Interest-bearing       2,114,142     2,060,971  


           Total Deposits       3,397,891     3,447,943  
  Other borrowings       2,078,177     1,510,960  
  Junior Subordinated Debentures      108,250     99,659  
  Other liabilities       39,264     53,179  


           Total Liabilities       5,623,582     5,111,741  
Stockholders' equity:    
    Stockholders' equity      413,124     368,926  
    Accumulated other comprehensive income    
       (loss), net of tax      (13,100 )   (13,555 )


        400,024     355,371  


      TOTAL    $ 6,023,606   $ 5,467,112  



CVB FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited)
dollar amounts in thousands, except per share
For the Three Months
Ended March 31,
2007
2006
Interest Income:            
  Loans, including fees     $ 52,714   $ 44,292  
  Investment securities:    
      Taxable      23,093     20,737  
      Tax-advantaged      7,231     6,245  


             Total investment income       30,324     26,982  
  Dividends from FHLB Stock       1,200     800  
  Federal funds sold       6     32  
  Interest-bearing CDs with other institutions       --     26  


             Total interest income       84,244     72,132  
Interest Expense:    
  Deposits       17,158     13,201  
  Borrowings and junior subordinated debentures      27,260     15,106  


             Total interest expense       44,418     28,307  


     Net interest income before provision for credit losses       39,826     43,825  
Provision for credit losses       --     (250 )


     Net interest income after   
        provision for credit losses       39,826     43,575  
Other Operating Income:    
    Service charges on deposit accounts       3,276     3,291  
    Financial Advisory Services       1,951     1,845  
    Other       2,671     2,593  


             Total other operating income       7,898     7,729  
Other operating expenses:    
    Salaries and employee benefits       14,072     12,720  
    Occupancy       2,405     2,029  
    Equipment       1,735     1,745  
    Professional services      1,103     1,273  
    Amortization of intangible assets       588     588  
    Other       5,997     5,115  


             Total other operating expenses       25,900     23,470  


Earnings before income taxes       21,824     27,834  
Income taxes       6,646     9,594  


     Net earnings    $ 15,178   $ 18,240  


Basic earnings per common share     $ 0.18   $ 0.22  


Diluted earnings per common share     $ 0.18   $ 0.22  


Cash dividends per common share     $ 0.085   $ 0.09  


All

per share information has been retroactively adjusted to reflect
      the 10% stock dividend declared on December 20, 2006.


CVB FINANCIAL CORP. AND SUBSIDIARIES
SELECTED FINANCIAL HIGHLIGHTS
(unaudited)
Three months ended March 31,
2007
2006
Interest income - (Tax Effective)(te)     $ 86,674   $ 74,153  
Interest Expense       44,418     28,307  


Net Interest income - (te)     $ 42,256   $ 45,846  



Return on average assets
      1.02%   1.35%
Return on average equity       15.39%   20.82%
Efficiency ratio       54.27%   45.75%
Net interest margin (te)       3.03%   3.63%

Weighted average shares outstanding
   
    Basic       83,482,208     84,106,317  
    Diluted       84,175,313     84,788,655  
Dividends declared     $ 7,109   $ 6,883  
Dividend payout ratio       46.84%   37.74%

Number of shares outstanding-EOP
      83,537,214     84,127,205  
Book value per share     $ 4.71   $ 4.04  

March 31,
2007
2006
Non-performing Assets (dollar amount in thousands):            
Non-accrual loans     $ 0   $ 0  
Loans past due 90 days or more    
  and still accruing interest      --     --  
Restructured loans       --     --  
Other real estate owned (OREO), net       --     --  


Total non-performing assets     $ 0   $ 0  



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

Allowance for Credit Losses:
   
 Beginning Balance     $ 27,737   $ 23,204  
     Total Loans Charged-Off      (129 )   (20 )
     Total Loans Recovered      24     150  


Net Loans Recovery (Charged-Off)       (105 )   130  
Provision Charged to Operating Expense      --     250  


Allowance for Credit Losses at End of period    $ 27,632   $ 23,584  





CVB FINANCIAL CORP. AND SUBSIDIARIES
SELECTED FINANCIAL HIGHLIGHTS
(in thousands, except per share data)
(unaudited)
Quarterly Common Stock Price
2007
2006
2005
Quarter End High
Low
High
Low
High
Low
March 31,     $ 13.38   $ 11.42   $ 15.60   $ 14.71   $ 15.49   $ 12.80  
June 30,             $ 15.59   $ 13.25   $ 14.63   $ 12.36  
September 30,             $ 14.24   $ 12.83   $ 15.93   $ 13.12  
December 31,             $ 14.13   $ 12.83   $ 15.20   $ 12.63  


Quarterly Consolidated Statements of Earnings
1Q
2007

4Q
2006

3Q
2006

2Q
2006

1Q
2006

Interest income                            
   Loans, including fees      $ 52,714   $ 51,935   $ 50,564   $ 47,913   $ 44,292  
   Investment securities and federal funds sold         31,530     32,687     32,441     28,988     27,840  





          84,244     84,622     83,005     76,901     72,132  
Interest expense    
   Deposits         17,158     18,783     18,903     16,294     13,201  
   Other borrowings         27,260     25,601     22,130     17,446     15,106  





          44,418     44,384     41,033     33,740     28,307  
   Net interest income before   
   provision for credit losses        39,826     40,238     41,972     43,161     43,825  
Provision for credit losses         --     600     1,250     900     250  





    Net interest income after     
    provision for credit losses        39,826     39,638     40,722     42,261     43,575  
Non-interest income         7,898     8,567     8,871     8,091     7,729  
Non-interest expenses         25,900     25,465     22,630     24,259     23,470  





Earnings before income taxes         21,824     22,740     26,963     26,093     27,834  
Income taxes         6,646     6,446     8,508     7,176     9,594  





      Net earnings      $ 15,178   $ 16,294   $ 18,455     18,917   $ 18,240  





Basic earnings per common share       $ 0.18   $ 0.19   $ 0.22   $ 0.22   $ 0.22  
Diluted earnings per common share       $ 0.18   $ 0.19   $ 0.22   $ 0.22   $ 0.22  
Cash dividends per common share       $ 0.085   $ 0.085   $ 0.09   $ 0.09   $ 0.09  
Dividends Declared       $ 7,109   $ 7,164   $ 6,891   $ 6,885   $ 6,883