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):      July 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 2.02    Results of Operations and Financial Condition

        On July 19, 2007, CVB Financial Corp. issued a press release setting forth its earnings for the second quarter ending June 30, 2007. A copy of this press release is attached hereto as Exhibit 99.1 and is being furnished pursuant to this Item 2.02.







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:   July 19, 2007 By: /s/ Edward J. Biebrich, Jr.
             Edward J. Biebrich, Jr.,
             Executive Vice President and
             Chief Financial Officer




Exhibit Index

99.1    Press Release, dated July 19, 2007










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 Second Quarter Earnings

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

Net Income

CVB Financial Corp. reported net income of $15.9 million for the second quarter ending June 30, 2007. This represents a decrease of $3.1 million, or 16.19%, when compared with $18.9 million in net earnings reported for the second quarter of 2006. Diluted earnings per share were $0.19 for the second quarter of 2007. This was down $0.03, or 14.73%, when compared with earnings per share of $0.22 for the second quarter of 2006. These per share amounts have been adjusted to reflect a 10% stock dividend declared in December of 2006.

Net income for the second quarter of 2007 produced a return on beginning equity of 16.15%, a return on average equity of 15.86% and a return on average assets of 1.06%. The efficiency ratio for the second quarter was 54.36%, and operating expenses as a percentage of average assets were 1.66%.

Net income for the six months ending June 30, 2007 was $31.0 million. This represents a decrease of $6.1 million, or 16.48%, when compared with net earnings of $37.2 million for the same period of 2006. Diluted earnings per share were $0.37. This was down $0.07, or 15.82%, from diluted earnings per share of $0.44 for the same period last year.

Net income for the six months ending June 30, 2007 produced a return on beginning equity of 16.07%, a return on average equity of 15.62% and a return on average assets of 1.04%. The efficiency ratio for the six-month period was 54.31%, and operating expenses as a percentage of average assets was 1.70%.

Net Interest Income and Net Interest Margin

Net interest income totaled $38.1 million for the second quarter of 2007. This represented a decrease of $4.2 million, or 9.82%, from net interest income of $42.3 million for the second quarter of 2006. This decrease resulted from a $6.7 million increase in interest income, offset by an $11.7 million increase in interest expense and a $900,000 decrease in the provision for credit losses. Net interest income before the provision for credit losses decreased $5.1 million, or 11.70%, in the second quarter of 2007. 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 increase in the cost of interest bearing deposits and borrowed funds caused by deposit and borrowing instruments repricing at higher rates this year.

The net interest margin (tax equivalent) declined from 3.48% for the second quarter of 2006 to 2.91% for the second quarter of 2007. Total average earning asset yields have increased from 6.02% for the second quarter of 2006 to 6.12% for the second quarter of 2007. The cost of funds has increased from 3.47% for the second quarter of 2006 to 4.21% for the second 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.

Net interest income totaled $77.9 million for the six months ending June 30, 2007. This represents a decrease of $7.9 million, or 9.20%, from the net interest income of $85.8 million for the same period in 2006. This decrease resulted from an $18.8 million increase in interest income, which was offset by a $27.8 million increase in interest expense and a $1.2 million decrease in the provision for credit losses. Net interest income before the provision for credit losses decreased $9.0 million, or 10.40%, for the first six months of 2007. 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 interest rates on deposits and borrowed funds.

The net interest margin (tax equivalent) decreased from 3.47% for the first six months of 2006 to 2.97% for the first six months of 2007. Total average earning asset yields have increased from 5.86% for the first six months of 2006 to 6.15% for the first six months of 2007. The cost of funds has increased from 3.29% for the first six months of 2006 to 4.18% for the first six months of 2007.

The credit quality of the loan portfolio continues to be strong. The allowance for credit losses increased from $25.6 million as of June 30, 2006 to $30.2 million as of June 30, 2007. This increase was due to the provision for credit losses of $1.9 million in the second half of 2006 and the addition of $2.7 million from the acquisition of First Coastal Bank in June, 2007. During the first six months of 2007, the Company experienced net charge-offs of $164,000. No additional provision for credit losses was made in 2007, thus far. During the first six months of 2006, the Company had net recoveries of $1.3 million and a provision for credit losses of $1.2 million. The allowance for credit losses was 0.92% and 0.90% of the total loans and leases outstanding as of June 30, 2007 and 2006, respectively.

Balance Sheet

The Company reported total assets of $6.14 billion at June 30, 2007. This represented an increase of $184.6 million, or 3.10%, over total assets of $5.95 billion on June 30, 2006. Earning assets totaling $5.70 billion were up $140.8 million, or 2.53%, when compared with earning assets of $5.56 billion as of June 30, 2006. Total deposits were $3.51 billion as of June 30, 2007. This represents a decrease of $84.1 million, or 2.34%, from $3.59 billion at June 30, 2006. The Company has $1.34 billion, or 38.21%, of its deposits in non-interest bearing demand deposits. Gross loans and leases totaled $3.30 billion at June 30, 2007. This represents an increase of $464.1 million, or 16.35%, when compared with gross loans and leases of $2.84 billion at June 30, 2006.

Total assets of $6.14 billion as of June 30, 2007 reflect an increase of $42.8 million, or 0.70%, over total assets of $6.09 billion on December 31, 2006. Earning assets of $5.70 billion were comparable to total earning assets at December 31, 2006. Total deposits of $3.51 billion at June 30, 2007 increased $101.9 million, or 2.99%, when compared with total deposits of $3.41 billion at December 31, 2006. Gross loans and leases of $3.30 billion increased $233.1 million, or 7.59%, from $3.07 billion at December 31, 2006.

Investment Securities

Investment securities totaled $2.35 billion as of June 30, 2007. This represents a decrease of $330.6 million, or 12.36%, when compared with the $2.68 billion in securities at June 30, 2006. It represents a decrease of $238.4 million, or 9.23%, when compared with $2.58 billion in investment securities at December 31, 2006. The Company is utilizing the monthly cash flow from investments to pay down borrowings or fund new loans. This is in keeping with their plan to reduce the size of the investment portfolio.

Financial Advisory Services

The Financial Advisory Services Group has over $2.6 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 $806,000 in non-performing assets as of June 30, 2007. This consisted of one loan from the First Coastal Bank acquisition. Subsequent to June 30, 2007, this loan was paid off. There were no non-performing assets as of December 31, 2006. The allowance for credit losses was $30.2 million as of June 30, 2007. This represents 0.92% of gross loans and leases. It compares with an allowance for credit losses of $27.7 million, or 0.90%, of gross loans and leases on December 31, 2006. The increase was primarily due to the addition of $2.7 million from the acquisition of First Coastal Bank in June, 2007, offset by loan net charge-offs of $164,000 during the first six months of 2007.

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 39 cities with 44 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.

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

Certain matters set forth herein 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 plan and expectations regarding future operating results.  These forward-looking statements are subject to risks and uncertainties that could cause actual results, performance or achievements to differ materially from those projected. These risks and uncertainties include, but are not limited to, the impact of changes in interest rates, a decline in economic conditions, adverse changes resulting from natural and manmade disasters, effects of government regulation and increased competition among financial services providers and other factors set forth in the Company’s public reports including its Annual Report on Form 10-K for the year ended December 31, 2006, 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.

_________________


CVB FINANCIAL CORP.
CONSOLIDATED BALANCE SHEET
(unaudited)
dollars in thousands
June 30,
December 31,
2007
2006
2006
Assets:                
Investment Securities available-for-sale    $ 2,344,537   $ 2,675,165   $ 2,582,902  
Interest-bearing balances due from depository institutions      3,070     99     --  
Investment in stock of Federal Home Loan Bank (FHLB)      83,392     74,441     78,866  
Loans and lease finance receivables       3,303,273     2,839,145     3,070,196  
   Less allowance for credit losses      (30,244 )   (25,620 )   (27,737 )



   Net loans and lease finance receivables       3,273,029     2,813,525     3,042,459  



         Total earning assets       5,704,028     5,563,230     5,704,227  
Cash and due from banks       142,699     143,212     146,411  
Premises and equipment, net       46,391     43,862     44,963  
Intangibles       8,944     11,297     10,121  
Goodwill       60,357     31,531     31,531  
Cash value of life insurance       101,222     73,282     99,861  
Other assets       73,402     86,005     57,148  



      TOTAL    $ 6,137,043   $ 5,952,419   $ 6,094,262  



Liabilities and Stockholders' Equity    
Liabilities:    
   Deposits:    
       Demand Deposits (noninterest-bearing)     $ 1,340,768   $ 1,367,015     1,363,411  
       Investment Checking       334,229     299,393     318,431  
       Savings/MMDA       912,001     910,083     896,988  
       Time Deposits       921,756     1,016,362     827,978  



          Total Deposits       3,508,754     3,592,853     3,406,808  
   Demand Note to U.S. Treasury      4,754     4,462     7,245  
   Repurchase Agreements      507,202     250,000     344,350  
   Borrowings       1,561,000     1,496,000     1,794,900  
   Junior Subordinated Debentures      115,859     108,250     108,250  
   Other liabilities      42,640     162,600     43,370  



          Total Liabilities       5,740,209     5,614,165     5,704,923  
Stockholders' equity:    
    Stockholders' equity      422,167     380,564     402,560  
    Accumulated other comprehensive income    
       (loss), net of tax      (25,333)     (42,310)     (13,221)  



        396,834     338,254     389,339  



      TOTAL    $ 6,137,043   $ 5,952,419   $ 6,094,262  




CVB FINANCIAL CORP.
CONSOLIDATED AVERAGE BALANCE SHEET
(unaudited)
dollars in thousands
     Three months ended June 30, Six months ended June 30,
2007
2006
2007
2006
Assets:                    
Investment securities available-for-sale     $ 2,404,257   $ 2,417,985   $ 2,457,960   $ 2,404,090  
Interest-bearing balances due from depository institutions      155     2,745     299     3,701  
Investment in stock of Federal Home Loan Bank (FHLB)       81,657     73,541     80,853     72,426  
Loans and lease finance receivables       3,145,131     2,767,014     3,102,396     2,710,070  
    Less allowance for credit losses      (27,856 )   (24,424 )   (27,788 )   (23,865 )




    Net loans and lease finance receivables       3,117,275     2,742,590     3,074,608     2,686,205  




         Total earning assets       5,603,344     5,236,861     5,613,720     5,166,422  
Cash and due from banks       122,164     125,323     123,289     127,045  
Premises and equipment, net       46,017     43,019     45,746     41,844  
Intangibles       9,175     11,527     9,468     11,820  
Goodwill       31,805     31,531     31,669     31,673  
Cash value of life insurance       100,891     72,871     100,548     72,456  
Other assets       89,736     95,101     88,874     90,825  




      TOTAL    $ 6,003,132   $ 5,616,233   $ 6,013,314   $ 5,542,085  




Liabilities and Stockholders' Equity    
Liabilities:    
   Deposits:    
       Noninterest-bearing     $ 1,268,150   $ 1,343,664   $ 1,275,906   $ 1,365,198  
       Interest-bearing       2,120,022     2,155,113     2,117,099     2,108,302  




          Total Deposits       3,388,172     3,498,777     3,393,005     3,473,500  
  Other borrowings       2,062,509     1,611,443     2,070,300     1,561,480  
   Junior Subordinated Debentures       108,501     108,250     108,376     103,978  
   Other liabilities       42,883     46,109     41,084     49,625  




          Total Liabilities       5,602,065     5,264,579     5,612,765     5,188,583  
Stockholders' equity:    
    Stockholders' equity       409,050     380,391     411,075     374,690  
    Accumulated other comprehensive income    
       (loss), net of tax       (7,983 )   (28,737 )   (10,527 )   (21,188 )




        401,067     351,654     400,548     353,502  




      TOTAL    $ 6,003,132   $ 5,616,233   $ 6,013,313   $ 5,542,085  





CVB FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited)
dollar amounts in thousands, except per share
For the Three Months
Ended June 30,
For the Six Months
Ended June 30,
2007
2006
2007
2006
Interest Income:                    
  Loans, including fees     $ 53,726   $ 47,913   $ 106,440   $ 92,205  
  Investment securities:    
      Taxable      21,717     21,163     44,810     41,900  
      Tax-advantaged      7,305     6,807     14,536     13,052  




            Total investment income       29,022     27,970     59,346     54,952  
  Dividends from FHLB Stock       795     990     1,995     1,790  
  Federal funds sold & Interest-bearing CDs with other institutions       14     28   20     86  




            Total interest income       83,557     76,901     167,801     149,033  
Interest Expense:    
  Deposits       17,928     16,294     35,086     29,495  
   Borrowings and junior subordinated debentures       27,518     17,446     54,778     32,552  




            Total interest expense       45,446     33,740     89,864     62,047  




     Net interest income before provision for credit losses       38,111     43,161     77,937     86,986  
Provision for credit losses       --     900     --     1,150  




     Net interest income after provision for credit losses       38,111     42,261     77,937     85,836  
Other Operating Income:    
    Service charges on deposit accounts       3,211     3,288     6,487     6,579  
    Financial Advisory Services      1,747     1,815     3,698     3,660  
    Gain/(Loss) on sale of investment securities       --     --   --     33
    Other       2,638     2,988     5,309     5,548  




            Total other operating income       7,596     8,091     15,494     15,820  
Other operating expenses:    
    Salaries and employee benefits      13,583     12,771     27,655     25,491  
    Occupancy       2,345     2,075     4,750     4,104  
    Equipment       1,815     1,756     3,550     3,501  
    Professional services      1,587     1,485     2,691     2,758  
    Amortization of intangible assets       588     589     1,177     1,177  
    Other       4,927     5,583     10,922     10,698  




            Total other operating expenses       24,845     24,259     50,745     47,729  




Earnings before income taxes       20,862     26,093     42,686     53,927  
Income taxes       5,008     7,176     11,654     16,770  




     Net earnings    $ 15,854   $ 18,917   $ 31,032   $ 37,157  





Basic earnings per common share
    $ 0.19   $ 0.22   $ 0.37   $ 0.44  




Diluted earnings per common share     $ 0.19   $ 0.22   $ 0.37   $ 0.44  




Cash dividends per common share     $ 0.085   $ 0.09   $ 0.17   $ 0.18  




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 June 30,
Six Months Ended June 30,
2007
2006
2007
2006
Interest income - (Tax Effective)(te)     $ 86,012   $ 79,111   $ 172,686   $ 153,262  
Interest Expense       45,446     33,740     89,864     62,047  




Net Interest income - (te)     $ 40,566   $ 45,371   $ 82,822   $ 91,215  





Return on average assets
      1.06 %   1.35 %   1.04 %   1.35 %
Return on average equity       15.86 %   21.58 %   15.62 %   21.20 %
Efficiency ratio       54.36 %   48.18 %   54.31 %   46.95 %
Net interest margin (te)       2.91 %   3.48 %   2.97 %   3.47 %

Weighted average shares outstanding
   
     Basic      83,489,680     84,142,733     83,691,851     84,124,625  
     Diluted      84,143,533     84,903,310     84,213,269     84,893,549  
Dividends declared     $ 7,234   $ 6,885   $ 14,333   $ 13,768  
Dividend payout ratio       45.63 %   36.40 %   46.19 %   37.05 %

Number of shares outstanding-EOP
      84,603,880     84,150,986  
Book value per share   $ 4.69 $ 4.02  

June 30,
2007
2006
Non-performing Assets (dollar amount in thousands):    
Non-accrual loans     $ 806   $ 885  
Loans past due 90 days or more    
   and still accruing interest      --     --  
Restructured loans       --     --  
Other real estate owned (OREO), net       --     --  


Total non-performing assets     $ 806   $ 885  


Percentage of non-performing assets    
   to total loans outstanding and OREO       0.02 %   0.03 %
Percentage of non-performing    
  assets to total assets     0.01 % 0.01 %
Non-performing assets to    
allowance for loan losses     2.66 % 3.45 %

Net Charge-off (Recovered) to Average loans
      (0.08 %)   (0.05 %)

Allowance for Credit Losses:
   
 Beginning Balance     $ 27,737   $ 23,204  
     Total Loans Charged-Off      (216 )   (64 )
     Total Loans Recovered      52     1,330  
     Acquisition of First Coastal Bank       2,671     --  


Net Loans Recovery (Charged-Off)       2,507     1,266  
Provision Charged to Operating Expense       --     1,150  


Allowance for Credit Losses at End of period     $ 30,244   $ 25,620  



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,     $ 12.40   $ 10.63   $ 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
2Q
2007

1Q
2007

4Q
2006

3Q
2006

2Q
2006

Interest income    
    Loans, including fees           $ 53,726   $ 52,714   $ 51,935   $ 50,564   $ 47,913  
   Investment securities and federal funds sold           29,831     31,530     32,687     32,441     28,988  





                 83,557        84,244        84,622        83,005        76,901  
Interest expense    
   Deposits             17,928     17,158     18,783     18,903     16,294  
   Other borrowings             27,518     27,260     25,601     22,130     17,446  





                 45,446        44,418        44,384        41,033        33,740  
   Net interest income before provision for credit losses             38,111     39,826     40,238     41,972     43,161  
Provision for credit losses             --     --     600     1,250     900  





   Net interest income after provision for credit losses             38,111     39,826     39,638     40,722     42,261  
Non-interest income             7,596     7,898     8,567     8,871     8,091  
Non-interest expenses             24,845     25,900     25,465     22,630     24,259  





Earnings before income taxes             20,862     21,824     22,740     26,963     26,093  
Income taxes             5,008     6,646     6,446     8,508     7,176  





     Net earnings           $ 15,854   $ 15,178   $ 16,294   $ 18,455   $ 18,917  





Basic earning per common share           $ 0.19   $ 0.18   $ 0.19   $ 0.22   $ 0.22  
Diluted earnings per common share           $ 0.19   $ 0.18   $ 0.19   $ 0.22   $ 0.22  
Cash dividends per common share           $ 0.085   $ 0.085   $ 0.085   $ 0.09   $ 0.09  
Dividends Declared           $ 7,234   $ 7,109   $ 7,164   $ 6,891   $ 6,885