FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2009

or

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

CVB FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

California (State or other jurisdiction of incorporation or organization)		95-3629339 (I.R.S. Employer Identification No.)

701 North Haven Ave, Suite 350, Ontario, California		91764
(Address of Principal Executive Offices)		(Zip Code)
(Registrant’s telephone number, including area code)		(909) 980-4030

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer   o (Do not check if a smaller reporting company)		Smaller reporting company o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

     Number of shares of common stock of the registrant: 83,326,511 outstanding as of May 4, 2009.

 

 

CVB FINANCIAL CORP.
2009 QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION (UNAUDITED)		3
ITEM 1. FINANCIAL STATEMENTS		3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES		8
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		19
GENERAL		19
OVERVIEW		19
CRITICAL ACCOUNTING POLICIES		20
ANALYSIS OF THE RESULTS OF OPERATIONS		21
RESULTS BY BUSINESS SEGMENTS		27
ANALYSIS OF FINANCIAL CONDITION		29
RISK MANAGEMENT		41
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		45
ITEM 4. CONTROLS AND PROCEDURES		49
PART II — OTHER INFORMATION		50
ITEM 1. LEGAL PROCEEDINGS		50
ITEM 1A. RISK FACTORS		50
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		50
ITEM 3. DEFAULTS UPON SENIOR SECURITIES		50
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		50
ITEM 5. OTHER INFORMATION		50
ITEM 6. EXHIBITS		51
SIGNATURES		52
EX-31.1
EX-31.2
EX-32.1
EX-32.2

PART I — FINANCIAL INFORMATION (UNAUDITED)

ITEM 1. FINANCIAL STATEMENTS

CVB FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
Dollar amounts in thousands

		March 31,				December 31,
		2009				2008
ASSETS
Cash and due from banks		$	101,214			$	95,297
Investment securities available-for-sale			2,319,051				2,493,476
Investment securities held-to-maturity			6,607				6,867
Interest-bearing balances due from depository institutions			285				285
Investment in stock of Federal Home Loan Bank (FHLB)			93,240				93,240
Loans and lease finance receivables			3,658,859				3,736,838
Allowance for credit losses			(65,755	)			(53,960	)
Net Loans and lease finance receivables			3,593,104				3,682,878
Total earning assets			6,012,287				6,276,746
Premises and equipment, net			44,015				44,420
Bank owned life insurance			107,134				106,366
Accrued interest receivable			28,414				28,519
Intangibles			10,231				11,020
Goodwill			55,097				55,097
Other assets			57,697				32,186
TOTAL ASSETS		$	6,416,089			$	6,649,651
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits:
Noninterest-bearing		$	1,396,087			$	1,334,248
Interest-bearing			2,389,178				2,173,908
Total deposits			3,785,265				3,508,156
Demand Note to U.S. Treasury			5,737				5,373
Repurchase agreements			654,016				607,813
Borrowings			1,158,500				1,737,660
Accrued interest payable			8,447				9,741
Deferred compensation			9,367				8,985
Junior subordinated debentures			115,055				115,055
Other liabilities			53,341				41,976
TOTAL LIABILITIES			5,789,728				6,034,759
COMMITMENTS AND CONTINGENCIES
Stockholders’ Equity:
Preferred stock, authorized, 20,000,000 shares without par; issued and outstanding 130,000 (2008)			121,860				121,508
Common stock, authorized, 122,070,312 shares without par; issued and outstanding 83,326,511 (2009) and 83,270,263 (2008)			365,204				364,469
Retained earnings			104,291				100,184
Accumulated other comprehensive income, net of tax			35,006				28,731
Total stockholders’ equity			626,361				614,892
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	6,416,089			$	6,649,651

See accompanying notes to the consolidated financial statements.

CVB FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited)
Dollar amounts in thousands, except per share

		For the Three Months
		Ended March 31,
		2009				2008
Interest income:
Loans, including fees		$	49,526			$	54,046
Investment securities:
Taxable			22,436				20,877
Tax-preferred			6,996				7,188
Total investment income			29,432				28,065
Dividends from FHLB stock			—				1,093
Federal funds sold and Interest bearing deposits with other institutions			4				15
Total interest income			78,962				83,219
Interest expense:
Deposits			6,590				12,278
Borrowings			15,890				24,952
Junior subordinated debentures			1,190				1,859
Total interest expense			23,670				39,089
Net interest income before provision for credit losses			55,292				44,130
Provision for credit losses			22,000				1,700
Net interest income after provision for credit losses			33,292				42,430
Other operating income:
Service charges on deposit accounts			3,717				3,745
Trust and Investment Services			1,661				1,913
Bankcard services			533				581
BOLI income			737				1,072
Other			780				829
Gain on sale of securities, net			8,929				—
Total other operating income			16,357				8,140
Other operating expenses:
Salaries and employee benefits			15,819				15,543
Occupancy and Equipment			4,448				4,520
Professional services			1,695				1,541
Amortization of intangibles			789				898
Other			8,646				5,897
Total other operating expenses			31,397				28,399
Earnings before income taxes			18,252				22,171
Income taxes			5,084				5,987
Net earnings		$	13,168			$	16,184
Preferred stock dividend and other reductions			1,992				9
Net earnings allocated to common shareholders		$	11,176			$	16,175
Comprehensive income		$	19,443			$	34,826
Basic earnings per common share		$	0.13			$	0.19
Diluted earnings per common share		$	0.13			$	0.19
Cash dividends per common share		$	0.085			$	0.085

See accompanying notes to the consolidated financial statements.

CVB FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
AND COMPREHENSIVE INCOME
(Unaudited)
Amounts and shares in thousands

																		Accumulated
		Common																Other
		Shares				Preferred				Common				Retained				Comprehensive				Comprehensive
		Outstanding				Stock				Stock				Earnings				Income				Income				Total
Balance January 1, 2009			83,270			$	121,508			$	364,469			$	100,184			$	28,731							$	614,892
Issuance of common stock			56								280																280
Tax benefit from exercise of stock options											62																62
Stock-based Compensation Expense											393																393
Cash dividends declared
Common ($.085 per share)															(7,083	)											(7,083	)
Preferred															(1,626	)											(1,626	)
Amortization of preferred stock discount							352								(352	)											—
Comprehensive income:
Net earnings															13,168							$	13,168				13,168
Other comprehensive income:
Unrealized gain on securities available-for-sale, net																			6,275				6,275				6,275
Comprehensive income																						$	19,443
Balance March 31, 2009			83,326				121,860			$	365,204			$	104,291			$	35,006							$	626,361

														Accumulated
		Common												Other
		Shares				Common				Retained				Comprehensive				Comprehensive
		Outstanding				Stock				Earnings				Loss				Income				Total
Balance January 1, 2008			83,165			$	354,249			$	66,569			$	4,130							$	424,948
Issuance of common stock			2				7																7
Repurchase of common stock			(71	)			(650	)															(650	)
Tax benefit from exercise of stock options
Stock-based Compensation Expense							322																322
Adoption of EITF 06-4 Split Dollar Life Insurance											(571	)											(571	)
Cash dividends ($0.085 per share)											(7,093	)											(7,093	)
Comprehensive income:
Net earnings											16,184							$	16,184				16,184
Other comprehensive income:
Unrealized gain on securities available-for-sale, net															18,642				18,642				18,642
Comprehensive income																		$	34,826
Balance March 31, 2008			83,096			$	353,928			$	75,089			$	22,772							$	451,789

		At March 31,
		2009				2008
Disclosure of reclassification amount
Unrealized gain on securities arising during the period		$	10,819			$	32,142
Tax benefit			(4,544	)			(13,500	)
Net unrealized gain on securities		$	6,275			$	18,642

See accompanying notes to the consolidated financial statements.

CVB FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Dollar amounts in thousands

		For the Three Months
		Ended March 31,
		2009				2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Interest and dividends received		$	78,131			$	82,743
Service charges and other fees received			7,421				8,127
Interest paid			(24,965	)			(35,245	)
Cash paid to vendors and employees			(25,026	)			(32,731	)
Income taxes paid			(1,200	)			—
Net cash provided by operating activities			34,361				22,894
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of investment securities			165,935				—
Proceeds from repayment of investment securities			101,344				85,751
Proceeds from maturity of investment securities			16,937				4,240
Purchases of investment securities			(113,618	)			(102,622	)
Purchases of FHLB stock			—				(5,869	)
Net decrease in loans and lease finance receivables			62,932				103,497
Proceeds from sales of premises and equipment			119				44
Proceeds from sales of other real estate owned			3,428				—
Purchase of premises and equipment			(1,553	)			(1,501	)
Other, net			(120	)			(28	)
Net cash provided by investing activities			235,404				83,512
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase/(decrease) in transaction deposits			152,819				(51,041	)
Net increase/(decrease) in time deposits			124,291				(52,640	)
Advances from Federal Home Loan Bank			203,500				100,000
Repayment of advances from Federal Home Loan Bank			(600,000	)			(50,000	)
Net decrease in other borrowings			(182,295	)			(54,567	)
Net increase in repurchase agreements			46,204				30,194
Cash dividends on preferred stock			(1,626	)			—
Cash dividends on common stock			(7,083	)			(7,093	)
Repurchase of common stock			—				(650	)
Proceeds from exercise of stock options			280				7
Tax benefit related to exercise of stock options			62				—
Net cash used in financing activities			(263,848	)			(85,790	)
NET INCREASE IN CASH AND CASH EQUIVALENTS			5,917				20,616
CASH AND CASH EQUIVALENTS, beginning of period			95,297				89,486
CASH AND CASH EQUIVALENTS, end of period		$	101,214			$	110,102

See accompanying notes to the consolidated financial statements.

CVB FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(unaudited)
Dollar amounts in thousands

		For the Three Months
		Ended March 31,
		2009				2008
RECONCILIATION OF NET EARNINGS TO NET CASH PROVIDED BY OPERATING ACTIVITIES:
Net earnings		$	13,168			$	16,184
Adjustments to reconcile net earnings to net cash provided by operating activities:
Gain on sale of investment securities			(8,929	)			—
(Gain)/Loss on sale of premises and equipment			(8	)			31
Income from bank owned life insurance			(737	)			(1,072	)
Net amortization of premiums on investment securities			36				446
Provisions for credit losses			22,000				1,700
Stock-based compensation			393				322
Depreciation and amortization			2,635				2,661
Change in accrued interest receivable			105				282
Change in accrued interest payable			(1,294	)			3,844
Change in other assets and liabilities			6,992				(1,504	)
Total adjustments			21,193				6,710
NET CASH PROVIDED BY OPERATING ACTIVITIES		$	34,361			$	22,894
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES
Securities purchased and not settled		$	—			$	119,112
Transfer from loans to Other Real Estate Owned (OREO)		$	6,291			$	1,137

See accompanying notes to the consolidated financial statements.

CVB FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
For the three months ended March 31, 2009 and 2008

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The accompanying condensed consolidated unaudited financial statements and notes thereto have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for Form 10-Q and conform to practices within the banking industry and include all of the information and disclosures required by accounting principles generally accepted in the United States of America for interim financial reporting. The results of operations for the three months ended March 31, 2009 are not necessarily indicative of the results for the full year. These financial statements should be read in conjunction with the financial statements, accounting policies and financial notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed with the Securities and Exchange Commission. In the opinion of management, the accompanying condensed consolidated unaudited financial statements reflect all adjustments (consisting only of normal recurring adjustments), which are necessary for a fair presentation of financial results for the interim periods presented. A summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements follows.

     Principles of Consolidation - The consolidated financial statements include the accounts of CVB Financial Corp. (the “Company”) and its wholly owned subsidiary: Citizens Business Bank (the “Bank”) after elimination of all intercompany transactions and balances. The Company also has three inactive subsidiaries; CVB Ventures, Inc.; Chino Valley Bancorp; and ONB Bancorp. The Company is also the common stockholder of CVB Statutory Trust I, CVB Statutory Trust II, CVB Statutory Trust III and FCB Trust II. CVB Statutory Trusts I and II were created in December 2003 and CVB Statutory Trust III was created in January 2006 to issue trust preferred securities in order to raise capital for the Company. The Company acquired FCB Trust II through the acquisition of First Coastal Bancshares (“FCB”). In accordance with Financial Accounting Standards Board Interpretation No. 46R “Consolidation of Variable Interest Entities” (“FIN No. 46R”), these trusts do not meet the criteria for consolidation.

     Nature of Operations - The Company’s primary operations are related to traditional banking activities, including the acceptance of deposits and the lending and investing of money through the operations of the Bank. The Bank also provides automobile and equipment leasing to customers through its Citizens Financial Services Division and trust services to customers through its CitizensTrust Division. The Bank’s customers consist primarily of small to mid-sized businesses and individuals located in San Bernardino County, Riverside County, Orange County, Los Angeles County, Madera County, Fresno County, Tulare County, Kern County and San Joaquin County. The Bank operates 43 Business Financial Centers and 5 Commercial Banking Centers with its headquarters located in the city of Ontario.

     The Company’s operating business units have been combined into two main segments: (i) Business Financial and Commercial Banking Centers and (ii) Treasury. Business Financial and Commercial Banking Centers (branches) are comprised of loans, deposits, and products and services the Bank offers to the majority of its customers. The other segment is Treasury, which manages the investment portfolio of the Company. The Company’s remaining centralized functions and eliminations of inter-segment amounts have been aggregated and included in “Other.”

     The internal reporting of the Company considers all business units. Funds are allocated to each business unit based on its need to fund assets (use of funds) or its need to invest funds (source of funds). Net income is determined based on the actual net income of the business unit plus the allocated income or

expense based on the sources and uses of funds for each business unit. Non-interest income and non-interest expense are those items directly attributable to a business unit.

     Cash and due from banks — Cash on hand, cash items in the process of collection, and amounts due from correspondent banks and the Federal Reserve Bank are included in Cash and due from banks.

     Investment Securities — The Company classifies as held-to-maturity those debt securities that the Company has the positive intent and ability to hold to maturity. Securities classified as trading are those securities that are bought and held principally for the purpose of selling them in the near term. All other debt and equity securities are classified as available-for-sale. Securities held-to-maturity are accounted for at cost and adjusted for amortization of premiums and accretion of discounts. Trading securities are accounted for at fair value with the unrealized gains and losses being included in current earnings. Available-for-sale securities are accounted for at fair value, with the net unrealized gains and losses, net of income tax effects, presented as a separate component of stockholders’ equity. At each reporting date, securities are assessed to determine whether there is an other-than-temporary impairment. Such impairment, if any, is required to be recognized in current earnings rather than as a separate component of stockholders’ equity. Realized gains and losses on sales of securities are recognized in earnings at the time of sale and are determined on a specific-identification basis. Purchase premiums and discounts are recognized in interest income using the effective-yield method over the terms of the securities. For mortgage-backed securities (“MBS”), the amortization or accretion is based on estimated average lives of the securities. The lives of these securities can fluctuate based on the amount of prepayments received on the underlying collateral of the securities. The Company’s investment in Federal Home Loan Bank (“FHLB”) stock is carried at cost.

     Loans and Lease Finance Receivables - Loans and lease finance receivables are reported at the principal amount outstanding, less deferred net loan origination fees. Interest on loans and lease finance receivables is credited to income based on the principal amount outstanding. Interest income is not recognized on loans and lease finance receivables when collection of interest is deemed by management to be doubtful. In the ordinary course of business, the Company enters into commitments to extend credit to its customers. These commitments are not reflected in the accompanying consolidated financial statements. As of March 31, 2009, the Company had entered into commitments with certain customers amounting to $652.8 million compared to $642.7 million at December 31, 2008. Letters of credit at March 31, 2009, and December 31, 2008, were $63.8 million and $63.1 million, respectively.

     The Bank receives collateral to support loans, lease finance receivables, and commitments to extend credit for which collateral is deemed necessary. The most significant categories of collateral are real estate, principally commercial and industrial income-producing properties, real estate mortgages, and assets utilized in agribusiness.

     Nonrefundable fees and direct costs associated with the origination or purchase of loans are deferred and netted against outstanding loan balances. The deferred net loan fees and costs are recognized in interest income over the loan term using the effective-yield method.

     Provision and Allowance for Credit Losses - The determination of the balance in the allowance for credit losses is based on an analysis of the loan and lease finance receivables portfolio using a systematic methodology and reflects an amount that, in management’s judgment, is adequate to provide for probable credit losses inherent in the portfolio, after giving consideration to the character of the loan portfolio, current economic conditions, past credit loss experience, and such other factors that would deserve current recognition in estimating inherent credit losses. The estimate is reviewed quarterly by the Board of Directors and management and periodically by various regulatory entities and, as adjustments become necessary, they are reported in earnings in the periods in which they become known. The provision for credit losses is charged to expense. During the first three months of 2009, we recorded a provision for credit losses of $22.0 million. The allowance for credit losses was $65.8 million as of March 31, 2009.

This represents an increase of $11.8 million when compared with an allowance for credit losses of $54.0 million as of December 31, 2008.

     In addition to the allowance for credit losses, the Company also has a reserve for undisbursed commitments for loans and letters of credit. This reserve is carried in the liabilities section of the balance sheet in other liabilities. Provisions to this reserve are included in other expense. For the first three months of 2009, the Company recorded an increase of $900,000 in the reserve for undisbursed commitments. As of March 31, 2009, the balance in this reserve was $5.1 million.

     A loan for which collection of principal and interest according to its original terms is not probable is considered to be impaired. The Company’s policy is to record a specific valuation allowance, which is included in the allowance for credit losses, or charge off that portion of an impaired loan that exceeds its fair value. Fair value is usually based on the value of underlying collateral.

     At March 31, 2009, the Company had impaired loans of $50.5 million. Of this amount, $43.0 million consisted of non-accrual residential and commercial construction loans, $2.2 million of non-accrual single family mortgage loans, $1.7 million of non-accrual commercial real estate loans, $792,000 of non-accrual commercial and industrial loans, $336,000 of non-accrual consumer loans and one loan of $2.5 million whose terms were modified in a troubled debt restructure. The $43.0 million of non-accrual construction loans primarily consists of five loans totaling $34.8 million to one developer and one loan with a balance of $7.1 million, to another developer. The impaired loans of $50.5 million are supported by collateral with a fair value less selling costs, net of prior liens, of $45.4 million. The amount of specific reserve for these loans was $5.1 million at March 31, 2009. At December 31, 2008, the Bank had classified as impaired, loans with a balance of $20.2 million.

     Premises and Equipment - Premises and equipment are stated at cost, less accumulated depreciation, which is provided for in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives using the straight-line method. Properties under capital lease and leasehold improvements are amortized over the shorter of estimated economic lives of 15 years or the initial terms of the leases. Estimated lives are 3 to 5 years for computer and equipment, 5 to 7 years for furniture, fixtures and equipment, and 15 to 40 years for buildings and improvements. Long-lived assets are reviewed periodically for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. The existence of impairment is based on undiscounted cash flows. To the extent impairment exists, the impairment is calculated as the difference in fair value of assets and their carrying value. The impairment loss, if any, would be recorded in noninterest expense.

     Other Real Estate Owned - Other real estate owned (“OREO”) represents real estate acquired through foreclosure in satisfaction of commercial and real estate loans and is stated at fair value, minus estimated costs to sell (fair value at time of foreclosure). Loan balances in excess of fair value of the real estate acquired at the date of acquisition are charged against the allowance for credit losses. Any subsequent operating expenses or income, reduction in estimated values, and gains or losses on disposition of such properties are charged to current operations. As of March 31, 2009, we had $8.7 million in OREO compared to $6.6 million as of December 31, 2008, an increase of $2.1 million. This was primarily due to the transfer of $6.3 million from non-performing loans offset by $3.4 million in sales of existing OREO properties and $848,000 in OREO write-downs during the first quarter of 2009. During the first three months of 2009, the Bank incurred expenses of $183,000 related to the holding of OREO.

     Business Combinations and Intangible Assets — The Company has engaged in the acquisition of financial institutions and the assumption of deposits and purchase of assets from other financial institutions in its market area. The Company has paid premiums on certain transactions, and such premiums are recorded as intangible assets, in the form of goodwill or other intangible assets. In accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 142, goodwill is not being amortized whereas identifiable intangible assets with finite lives are amortized over their useful lives. On an annual basis, the Company tests goodwill and intangible assets for impairment.

The Company completed its annual impairment test as of July 1, 2008; there was no impairment of goodwill.

     At March 31, 2009 goodwill was $55.1 million. As of March 31, 2009, intangible assets that continue to be subject to amortization include core deposit premiums of $10.2 million (net of $16.9 million of accumulated amortization). Amortization expense for such intangible assets was $789,000 for the three months ended March 31, 2009. Estimated amortization expense, for the remainder of 2009 is expected to be $2.2 million. Estimated amortization expense, for the succeeding five fiscal years is $2.9 million for year one, $2.8 million for year two, $1.6 million for year three, $627,000 for year four and $26,000 for year five. The weighted average remaining life of intangible assets is approximately 2.8 years.

     Bank Owned Life Insurance - The Bank invests in Bank-Owned Life Insurance (BOLI). BOLI involves the purchasing of life insurance by the Bank on a select group of employees. The Bank is the owner and beneficiary of these policies. BOLI is recorded as an asset at cash surrender value. Increases in the cash value of these policies, as well as insurance proceeds received, are recorded in other non-interest income and are not subject to income tax.

     As of January 1, 2008, the Company adopted EITF 06-4, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements.” EITF 06-4 requires that for a split-dollar life insurance arrangement, an employer should recognize a liability for future benefits in accordance with SFAS 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions” or APB Opinion No. 12, “Omnibus Opinion — 1967.” The adoption did not have a material effect on the Company’s consolidated financial position or results of operations. The cumulative effect of the adoption was recorded in equity.

     Income Taxes - Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the tax law. Based on historical and future expected taxable earnings and available strategies, the Company considers the future realization of these deferred tax assets more likely than not.

     The Company adopted FIN 48, Accounting for Uncertainty in Income Taxes. FIN 48 clarifies the accounting for uncertainty in tax positions taken or expected to be taken on a tax return and provides that the tax effects from an uncertain tax position can be recognized in the financial statements only if, based on its merits, the position is more likely than not to be sustained on audit by the taxing authorities. Interest and penalties related to uncertain tax positions are recorded as part of other operating expense.

     Earnings per Common Share - The Company calculates earnings per common share (“EPS”) using the two-class method in accordance with FSP EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (“FSP 03-6-1”), effective January 1, 2009 with retrospective application to all prior-period earnings per share data presented. There was no impact to prior period earnings per share. The two-class method requires the Company to present EPS as if all of the earnings for the period are distributed to common shareholders and any participating securities, regardless of whether any actual dividends or distributions are made. Under FSP 03-6-1, all outstanding unvested share-based payment awards that contain rights to non-forfeitable dividends are considered participating securities. The Company grants restricted shares under the 2008 Equity Incentive

Plan that qualify as participating securities. Restricted shares issued under this plan are entitled to dividends at the same rate as common stock.

     Basic earnings per common share are computed by dividing income allocated to common stockholders by the weighted-average number of common shares outstanding during each period. The computation of diluted earnings per common share considers the number of tax-effected shares issuable upon the assumed exercise of outstanding common stock options. Share and per share amounts have been retroactively restated to give effect to all stock dividends and splits. The number of shares outstanding at March 31, 2009 was 83,326,511. The tables below presents the reconciliation of earnings per share for the periods indicated.

Earnings Per Share Reconciliation
(Dollars and shares in thousands, except per share amounts)

		For the three months
		ended March 31,
		2009				2008
Earnings per common share
Net Income available to common shareholders		$	11,190			$	16,184
Less: Net income allocated to restricted stock			14				9
Net income allocated to common shareholders (numerator)		$	11,176			$	16,175
Weighted Average Shares Outstanding (denominator)			83,174				83,151
Earnings per common share (1)		$	0.13			$	0.19
Diluted earnings per common share
Net income allocated to common shareholders (numerator)		$	11,176			$	16,175
Weighted Average Shares Outstanding			83,174				83,151
Incremental shares from assumed exercise of outstanding options			129				371
Diluted Weighted Average Shares Outstanding (denominator)			83,303				83,522
Diluted earnings per common share (1)		$	0.13			$	0.19

     Stock-Based Compensation - At March 31, 2009, the Company has three stock-based employee compensation plans, which are described more fully in Note 15 in the Company’s Annual Report on Form 10-K.

     Derivative Financial Instruments — The Company accounts for derivatives in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended and interpreted, and SFAS 161, Disclosures about Derivative Instruments and Hedging Activities. Pursuant to the requirements of SFAS No. 133, all derivative instruments, including certain derivative instruments embedded in other contracts, are to be recognized on the consolidated balance sheet at fair value. For derivatives designated as fair value hedges, changes in the fair value of the derivative and the hedged item related to the hedged risk are recognized in earnings. Changes in fair value of derivatives designated and accounted for as cash flow hedges, to the extent they are effective as hedges, are recorded in “Other Comprehensive Income,” net of deferred taxes and are subsequently reclassified to earnings when the hedged transaction affects earnings. Any hedge ineffectiveness would be recognized in the income statement line item pertaining to the hedged item.

     The Bank is exposed to certain risks relating to its ongoing business operations. The primary risks managed by using derivative instruments are market risk and interest rate risk. As of March 31, 2009, the Bank entered into 24 interest-rate swap agreement with customers and 24 with a counterparty bank. The

swaps are not designated as hedging instruments. The purpose of entering into offsetting derivatives not designated as a hedging instrument is to provide the Bank a variable-rate loan receivable and provide the customer the financial effects of a fixed-rate loan without creating volatility in the bank’s earnings.

     The structure of the swaps is as follows. The Bank enters into a swap with its customers to allow them to convert variable rate loans to fixed rate loans, and at the same time, the Bank enters into a swap with the counterparty bank to allow the Bank to pass on the interest-rate risk associated with fixed rate loans. The net effect of the transaction allows the Bank to receive interest on the loan from the customer at a variable rate based on LIBOR plus a spread. The changes in the market value of the swaps primarily offset each other and therefore do not have a significant impact on the Company’s results of operations.

     As of March 31, 2009, the total notional amount of the Bank’s swaps was $138.9 million. The following tables present the location of the asset and liability and the amount of gain recognized as of and for the three months ended March 31, 2009.

Fair Value of Derivative Instruments

Asset Derivatives

Liability Derivatives

March 31, 2009

March 31, 2009

(amounts in thousands)

Derivatives Not Designated as

Balance Sheet

Balance Sheet

Hedging Instruments

Location

Fair Value

Location

Fair Value

Interest Rate Swaps

Other Assets

$

7,743

Other Liabilities

$

7,743

Total Derivatives

$

7,743

$

7,743

The Effect of Derivative Instruments on the Consolidated Statement of Earnings for the
three months ended March 31, 2009
(amounts in thousands)

						Amount of Gain
						Recognized in Income
Derivatives Not Designated as		Location of Gain Recognized in				on Derivative
Hedging Instruments		Income on Derivative				March 31, 2009
Interest Rate Swaps		Other Income				$	118
Total						$	118

     Statement of Cash Flows - Cash and cash equivalents as reported in the statements of cash flows include cash and due from banks. Cash flows from loans and deposits are reported net.

     CitizensTrust — This division provides trust, investment and brokerage related services, as well as financial, estate and business succession planning services. The Company maintains funds in trust for customers. CitizensTrust has approximately $1.5 billion in assets under administration and $741.6 million in assets under management. The amount of these funds and the related liability have not been recorded in the accompanying consolidated balance sheets because they are not assets or liabilities of the Bank or Company, with the exception of any funds held on deposit with the Bank.

     Use of Estimates in the Preparation of Financial Statements - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. A material estimate that is particularly susceptible to significant change in the near term relates to the determination of the allowance for credit losses. Other significant estimates which may be subject to change include fair value disclosures, impairment of investments and goodwill, and valuation of deferred tax assets and other intangibles.

     Recent Accounting Pronouncements — On April 9, 2009, the FASB issued three FASB Staff Positions to clarify the application of SFAS No. 157 to fair-value measurement in the current economic environment, modify the recognition of other-than-temporary impairment of debt securities, and require companies to disclose the fair values of financial instruments in interim periods.

     FSP FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly,” provides additional guidance for estimating fair value in accordance with SFAS No. 157, “Fair Value Measurements”, when the volume and level of activity for the asset or liability have significantly decreased. This FSP also includes guidance on identifying circumstances that indicate a transaction is not orderly.

     FSP FAS 115-2, “Recognition and Presentation of Other-Than-Temporary Impairments,” amended SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” by changing the amount of an other-than-temporary impairment that is recognized in earnings when there are credit losses on a debt security for which management does not intend to sell and for which it is more-likely-than-not that the entity will not have to sell prior to recovery of the noncredit impairment. In those situations, the portion of the total impairment that is attributable to the credit loss would be recognized in earnings, and the remaining difference between the debt security’s amortized cost basis and its fair value would be included in other comprehensive income.

     FSP 107-1 and 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” amends SFAS No. 107, “Disclosures about Fair Value of Financial Instruments”, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This FSP also amends APB Opinion No. 28, “Interim Financial Reporting”, to require those disclosures in summarized financial information at interim reporting periods.

     These FSP are effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Company will adopt these FSPs for the quarter ended June 30, 2009 and is evaluating the impact these standards will have on future transactions.

     Reclassification - Certain amounts in the prior periods’ financial statements and related footnote disclosures have been reclassified to conform to the current presentation with no impact on previously reported net income or stockholders’ equity.

     Shareholder Rights Plan - The Company has a shareholder rights plan designed to maximize long-term value and to protect shareholders from improper takeover tactics and takeover bids which are not fair to all shareholders. In accordance with the plan, preferred share purchase rights were distributed as a dividend at the rate of one right to purchase one one-thousandth of a share of the Company’s Series A Participating Preferred Stock at an initial exercise price of $50.00 (subject to adjustment as described in the terms of the plan) upon the occurrence of certain triggering events. For additional information concerning this plan, see Note 11 to Consolidated Financial Statements, “Commitments and Contingencies” contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

     Other Contingencies - In the ordinary course of business, the Company becomes involved in litigation. Based upon the Company’s internal records and discussions with legal counsel, the Company records reserves for estimates of the probable outcome of all cases brought against them. At March 31, 2009, the Company does not have any litigation reserves and is not aware of any material pending legal action or complaints asserted against the Company.

     Business Segments - The Company has identified two principal reportable segments: Business Financial and Commercial Banking Centers and the Treasury Department. The Company’s subsidiary bank has 43 Business Financial Centers and 5 Commercial Banking Centers (branches), organized in 6 geographic regions, which are the focal points for customer sales and services. The Company utilizes an internal reporting system to measure the performance of various operating segments within the Bank which is the basis for determining the Bank’s reportable segments. The Chief Operating Decision Maker (currently our CEO) regularly reviews the financial information of these segments in deciding how to allocate resources and assessing performance. The Bank’s Business Financial and Commercial Banking Centers are considered one operating segment as their products and services are similar and are sold to similar types of customers, have similar production and distribution processes, have similar economic characteristics, and have similar reporting and organizational structures. The Treasury Department’s primary focus is managing the Bank’s investments, liquidity, and interest rate risk. Information related to the Company’s remaining operating segments which include construction lending, dairy and livestock lending, SBA lending, leasing, and centralized functions have been aggregated and included in “Other.” In addition, the Company allocates internal funds transfer pricing to the segments using a methodology that charges users of funds interest expense and credits providers of funds interest income with the net effect of this allocation being recorded in administration.

     The following table represents the selected financial information for these two business segments. Accounting principles generally accepted in the United States of America do not have an authoritative body of knowledge regarding the management accounting used in presenting segment financial information. The accounting policies for each of the business units is the same as those policies identified for the consolidated Company and identified in the footnote on the summary of significant accounting policies. The income numbers represent the actual income and expenses of each business unit. In addition, each segment has allocated income and expenses based on management’s internal reporting system, which allows management to determine the performance of each of its business units. Loan fees, included in the “Business Financial and Commercial Banking Centers” category are the actual loan fees paid to the Company by its customers. These fees are eliminated and deferred in the “Other” category, resulting in deferred loan fees for the consolidated financial statements. All income and expense items not directly associated with the two business segments are grouped in the “Other” category. Future changes in the Company’s management structure or reporting methodologies may result in changes in the measurement of operating segment results.

     The following tables present the operating results and other key financial measures for the individual reportable segments for the three months ended March 31, 2009 and 2008:

		Three Months Ended March 31, 2009
		Business
		Financial
		Centers				Treasury				Other				Eliminations				Total
Interest income, including loan fees		$	38,523			$	29,459			$	10,980			$	—			$	78,962
Credit for funds provided (1)			9,932				—				4,501				(14,433	)			—
Total interest income			48,455				29,459				15,481				(14,433	)			78,962
Interest expense			7,162				14,926				1,582				—				23,670
Charge for funds used (1)			3,567				4,179				6,687				(14,433	)			—
Total interest expense			10,729				19,105				8,269				(14,433	)			23,670
Net interest income			37,726				10,354				7,212				—				55,292
Provision for credit losses			—				—				22,000								22,000
Net interest income after provision for credit losses		$	37,726			$	10,354			$	(14,788	)		$	—			$	33,292
Non-interest income			4,812				8,929				2,616				—				16,357
Non-interest expense			12,340				362				18,695				—				31,397
Segment pretax profit (loss)		$	30,198			$	18,921			$	(30,867	)		$	—			$	18,252
Segment assets as of March 31, 2009		$	3,888,600			$	1,709,621			$	817,868			$	—			$	6,416,089
		Three Months Ended March 31, 2008
		Business
		Financial
		Centers				Treasury				Other				Eliminations				Total
Interest income, including loan fees		$	41,779			$	29,171			$	12,269			$	—			$	83,219
Credit for funds provided (1)			12,501				—				1,198				(13,699	)			—
Total interest income			54,280				29,171				13,467				(13,699	)			83,219
Interest expense			12,012				23,551				3,526				—				39,089
Charge for funds used (1)			4,061				4,161				5,477				(13,699	)			—
Total interest expense			16,073				27,712				9,003				(13,699	)			39,089
Net interest income			38,207				1,459				4,464				—				44,130
Provision for credit losses			—				—				1,700								1,700
Net interest income after provision for credit losses		$	38,207			$	1,459			$	2,764			$	—			$	42,430
Non-interest income			4,880				—				3,260				—				8,140
Non-interest expense			11,950				296				16,153				—				28,399
Segment pretax profit (loss)		$	31,137			$	1,163				($10,129	)		$	—			$	22,171
Segment assets as of March 31, 2008		$	3,339,521			$	2,312,054			$	723,227			$	—			$	6,374,802

     Fair Value Information — Effective January 1, 2008, the Company adopted SFAS No. 157, “Fair Value Measurements” (FAS 157) for financial assets and liabilities. FAS 157 clarifies the definition of fair value, describes methods used to appropriately measure fair value in accordance with generally accepted accounting principles and expands fair value disclosure requirements. This statement applies whenever other accounting pronouncements require or permit fair value measurements.

     The fair value hierarchy under SFAS No. 157 prioritizes the inputs to valuation techniques used to measure fair value into three broad levels (Level 1, Level 2, and Level 3).

	•		Level 1 — Valuation is based upon quoted prices for identical instruments traded in active markets.
	•		Level 2 — Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
	•		Level 3 — Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect the

Company’s own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flows and similar techniques.

     The Company performs fair value measurements on certain assets and liabilities as the result of the application of accounting guidelines and pronouncements that were relevant prior to the adoption of FAS 157. Some fair value measurements, such as for available-for-sale securities and interest rate swaps are performed on a recurring basis, while others, such as impaired loans, impairment of goodwill and other intangibles, are performed on a nonrecurring basis.

Assets & Liabilities Measured at Fair Value on a Recurring Basis

						Quoted Prices in				Significant
						Active Markets				Other				Significant
						for Identical				Observable				Unobservable
		Carrying Value at				Assets				Inputs				Inputs
(in thousands)		March 31, 2009				(Level 1)				(Level 2)				(Level 3)
Description of Assets
Investment Securities-AFS		$	2,319,051			$	—			$	2,319,051			$	—
Interest Rate Swaps			7,743				—				7,743				—
Total Assets		$	2,326,794			$	—			$	2,326,794			$	—
Description of Liability
Interest Rate Swaps		$	7,743			$	—			$	7,743			$	—

Assets & Liabilities Measured at Fair Value on a Non-Recurring Basis

						Quoted Prices in				Significant
						Active Markets				Other				Significant				For the three
						for Identical				Observable				Unobservable				months ended
		Carrying Value at				Assets				Inputs				Inputs				March 31, 2009
(in thousands)		March 31, 2009				(Level 1)				(Level 2)				(Level 3)				Total Losses
Description of Assets
Impaired Loans		$	45,487			$	—			$	15,768			$	29,719			$	(5,050	)
OREO		$	8,666			$	—			$	8,666			$	—			$	(848	)

     Investment securities available-for-sale are valued based upon quotes obtained from a reputable third-party pricing service. The service uses evaluated pricing applications and model processes. Market inputs, such as, benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data are considered as part of the evaluation. The inputs are related directly to the security being evaluated, or indirectly to a similarly situated security. Market assumptions and market data are utilized in the valuation models. Accordingly, the Company categorized its investment portfolio as a Level 2 valuation.

     The fair value of the interest rate swap contracts are provided by our counterparty using a system that constructs a yield curve based on cash LIBOR rates, Eurodollar futures contracts, and 3-year through 30-year swap rates. The yield curve determines the valuations of the interest rate swaps. Accordingly, the swap is categorized as a Level 2 valuation.

     In accordance with SFAS No. 114, Accounting by Creditors for Impairment of a Loan, an Amendment of FASB Statements No. 5 and 15, the Company’s impaired loans and OREO are generally measured using the fair value of the underlying collateral, which is determined based on the most recent appraisal information received, less costs to sell. These loans fall within Level 2 of the fair value hierarchy. Appraised values may be adjusted based on factors such as the changes in market conditions from the time of valuation. These loans fall within Level 3 of the fair value hierarchy. As of March 31,

2009, impaired loans totaled $50.5 million, with a specific reserve of $5.1 million, resulting in a fair value of $45.4 million. OREO properties totaled $9.5 million as of March 31, 2009, with valuation reserves of $848,000, resulting in a fair value of $8.7 million.

ITEM 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

     Management’s discussion and analysis is written to provide greater insight into the results of operations and the financial condition of CVB Financial Corp. and its subsidiaries. Throughout this discussion, “Company” refers to CVB Financial Corp. and its subsidiaries as a consolidated entity. “CVB” refers to CVB Financial Corp. as the unconsolidated parent company and “Bank” refers to Citizens Business Bank. For a more complete understanding of the Company and its operations, reference should be made to the financial statements included in this report and in the Company’s 2008 Annual Report on Form 10-K. Certain statements in this Report on Form 10-Q constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995 which involve risks and uncertainties. Our actual results may differ significantly from the results discussed in such forward-looking statements. Factors that might cause such a difference include, but are not limited to, economic conditions including changes resulting from a prolonged economic downturn, adverse capital and credit market conditions and volatility within those markets, competition in the geographic and business areas in which we conduct operations, natural disasters, pandemic flu or other pandemic illness, ability to successfully integrate acquisitions, fluctuations in interest rates, ability of borrowers to perform under the terms of their loans, credit quality, and government regulations. For additional information concerning these factors and other factors which may cause actual results to differ from the results discussed in our forward-looking statements, see the periodic filings the Company makes with the Securities and Exchange Commission, and in particular “Item 1A. Risk Factors” contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008. The Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect the occurrence of events or circumstances after the date of such statements except as required by law.

OVERVIEW

     We are a bank holding company with one bank subsidiary, Citizens Business Bank. We have three other inactive subsidiaries: CVB Ventures, Inc.; Chino Valley Bancorp and ONB Bancorp. We are also the common stockholder of CVB Statutory Trust I, CVB Statutory Trust II and CVB Statutory Trust III, statutory trusts which were formed to issue trust preferred securities in order to increase the capital of the Company. Through our acquisition of FCB in June 2007, we acquired FCB Capital Trust II, another statutory trust. We are based in Ontario, California in what is known as the “Inland Empire” of California. Our geographical market area encompasses the City of Stockton (the middle of the Central Valley) in the center of California to the City of Laguna Beach (in Orange County) in the southern portion of California. Our mission is to offer the finest financial products and services to professionals and businesses in our market area.

     Our primary source of income is from the interest earned on our loans and investments and our primary area of expense is the interest paid on deposits, borrowings, and salaries and benefits. As such our net income is subject to fluctuations in interest rates and their impact on our income statement. We are also subject to competition from other financial institutions, which may affect our pricing of products and services, and the fees and interest rates we can charge on them.

     Economic conditions in our California service area impact our business. We have seen a significant decline in the housing market resulting in slower growth in construction loans. Unemployment is high and the Inland Empire and other areas of our marketplace have been significantly impacted as economic conditions, both nationally and in California, continue to deteriorate. Approximately 22% of our total loan portfolio of $3.7 billion is located in the Inland Empire region of California. The balance of the portfolio is from outside of this region. Our provision for credit losses in the first quarter of 2009, which was significantly higher than our provision for credit losses in the first quarter of 2008, reflects an increase in our classified loans, as we continue to see the impact of deteriorating economic conditions on

our loan portfolio. Continued weaknesses in the local and state economy could adversely affect us through diminished loan demand, credit quality deterioration, and increases in loan delinquencies and defaults.

     Over the past few years, we have been active in acquisitions and we will continue to consider acquisition targets which will enable us to meet our business objectives and enhance shareholder value along with organic growth. Since 2000, we have acquired four banks and a leasing company, and we have opened five de novo branches: Glendale, Bakersfield, Fresno, Madera, and Stockton, California. We have five Commercial Banking Centers. Although able to take deposits, these centers operate primarily as sales offices and focus on business clients and their principals, professionals, and high net-worth individuals. One of these centers is located in the San Fernando Valley. The other four centers are located within a Business Financial Center in San Bernardino, Los Angeles, and Orange counties.

     The full impact of the decreases in interest rates during 2008 was realized during the first quarter of 2009. Our net interest income before provision for credit losses of $55.3 million, increased by $11.2 million or 25.29%, compared to net interest income before provision for credit losses of $44.1 million for the same period in 2008. The Bank has always had an excellent base of interest free deposits primarily due to our specialization in businesses and professionals as customers. As of March 31, 2009, 36.9% of our deposits are interest-free. This has allowed us to have a low cost of deposits, currently 0.74% for the first quarter of 2009, which contributed to a substantial reduction in interest expense for the first three months of 2009 compared to the same period last year.

     Our net income decreased to $13.2 million for the first three months of 2009 compared with $16.2 million for the first three months of 2008, a decrease of $3.0 million or 18.64%. The decrease of $3.0 million is primarily the result of the increase in provision for credit losses of $20.3 million and an increase in non-interest expense of $3.0 million, offset by an increase in net interest income before provision for credit losses of $11.2 million and gain on sale of securities of $8.9 million. Diluted earnings per share decreased to $0.13 per share for the first quarter of 2009, from $0.19 per share in the first quarter of 2008. Of the $0.06 decrease per share, $0.03 represents costs associated with dividends paid and amortization of the discount on our preferred stock issued in December 2008 to the United States Treasury as a result of our participation in their Capital Purchase Program.

CRITICAL ACCOUNTING ESTIMATES

     Critical accounting estimates are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. We believe that our most critical accounting estimates upon which our financial condition depends, and which involve the most complex or subjective decisions or assessments are as follows:

     Allowance for Credit Losses: Arriving at an appropriate level of allowance for credit losses involves a high degree of judgment. Our allowance for credit losses provides for probable losses based upon evaluations of known and inherent risks in the loan portfolio. The determination of the balance in the allowance for credit losses is based on an analysis of the loan and lease finance receivables portfolio using a systematic methodology and reflects an amount that, in our judgment, is adequate to provide for probable credit losses inherent in the portfolio, after giving consideration to the character of the loan portfolio, current economic conditions, past credit loss experience, and such other factors as deserve current recognition in estimating inherent credit losses. The provision for credit losses is charged to expense. For a full discussion of our methodology of assessing the adequacy of the allowance for credit losses, see the “Risk Management” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

     Investment Portfolio: The investment portfolio is an integral part of the Company’s financial performance. We invest primarily in fixed income securities. Accounting estimates are used in the presentation of the investment portfolio and these estimates do impact the presentation of our financial

condition and results of operations. We classify as held-to-maturity those debt securities that we have the positive intent and ability to hold to maturity. Securities classified as trading are those securities that are bought and held principally for the purpose of selling them in the near term. All other debt and equity securities are classified as available-for-sale. Securities held-to-maturity are accounted for at cost and adjusted for amortization of premiums and accretion of discounts. Trading securities are accounted for at fair value with the unrealized holding gains and losses being included in current earnings. Securities available-for-sale are accounted for at fair value, with the net unrealized gains and losses, net of income tax effects, presented as a separate component of stockholders’ equity. At each reporting date, securities are assessed to determine whether there is an other-than-temporary impairment. Such impairment, if any, is required to be recognized in current earnings rather than as a separate component of stockholders’ equity. Realized gains and losses on sales of securities are recognized in earnings at the time of sale and are determined on a specific-identification basis. Purchase premiums and discounts are recognized in interest income using the effective-yield method over the terms of the securities. Our investment in Federal Home Loan Bank (“FHLB”) stock is carried at cost.

     Income Taxes: We account for income taxes using the asset and liability method by deferring income taxes based on estimated future tax effects of differences between the tax and book basis of assets and liabilities considering the provisions of enacted tax laws. These differences result in deferred tax assets and liabilities, which are included in our balance sheets. We must also assess the likelihood that any deferred tax assets will be recovered from future taxable income and establish a valuation allowance for those assets determined to not likely be recoverable. Our judgment is required in determining the amount and timing of recognition of the resulting deferred tax assets and liabilities, including projections of future taxable income. Although we have determined a valuation allowance is not required for any of our deferred tax assets, there is no guarantee that these assets are recoverable.

     Goodwill and Intangible Assets: We have acquired entire banks and branches of banks. Those acquisitions accounted for under the purchase method of accounting have given rise to goodwill and intangible assets. We record the assets acquired and liabilities assumed at their fair value. These fair values are determined through the use of internal and external valuation techniques. The purchase price is allocated to assets and liabilities, including identified intangibles. The identified intangibles are amortized over the estimated lives of the assets or liabilities. Any excess purchase price after this allocation results in goodwill. Goodwill is tested on an annual basis for impairment.

ANALYSIS OF THE RESULTS OF OPERATIONS

Earnings

     We reported net earnings of $13.2 million for the three months ended March 31, 2009. This represented a decrease of $3.0 million or 18.64%, from net earnings of $16.2 million for the three months ended March 31, 2008. Basic and diluted earnings per share for the three-month period decreased to $0.13 per share for 2009, compared to $0.19 per share for 2008. The annualized return on average assets was 0.81% for the three months of 2009 compared to an annualized return on average assets of 1.05% for the three months of 2008. The annualized return on average equity was 8.56% for the three months ended March 31, 2009, compared to an annualized return of 14.91% for the three months ended March 31, 2008. The decrease in annualized return on average equity for the three month period is attributed to overall decreased earnings for the first quarter of 2009 and an increase in our average equity balance as a result of the preferred stock we issued to the U.S. Treasury in December 2008 as a result of our participation in the Capital Purchase Program.

Net Interest Income

     The principal component of our earnings is net interest income, which is the difference between the interest and fees earned on loans and investments (earning assets) and the interest paid on deposits and borrowed funds (interest-bearing liabilities). Net interest margin is the taxable-equivalent of net interest

income as a percentage of average earning assets for the period. The level of interest rates and the volume and mix of earning assets and interest-bearing liabilities impact net interest income and net interest margin. The net interest spread is the yield on average earning assets minus the cost of average interest-bearing liabilities. Our net interest income, interest spread, and net interest margin are sensitive to general business and economic conditions. These conditions include short-term and long-term interest rates, inflation, monetary supply, and the strength of the economy, in general, and the local economies in which we conduct business. Our ability to manage the net interest income during changing interest rate environments will have a significant impact on our overall performance. Our balance sheet is currently liability-sensitive; meaning interest-bearing liabilities will generally reprice more quickly than earning assets. Therefore, our net interest margin is likely to decrease in sustained periods of rising interest rates and increase in sustained periods of declining interest rates. We manage net interest income by affecting changes in the mix of earning assets as well as the mix of interest-bearing liabilities, changes in the level of interest-bearing liabilities in proportion to earning assets, and in the growth of earning assets.

     Our net interest income, before the provision for credit losses, totaled $55.3 million for the three months ended March 31, 2009. This represented an increase of $11.2 million, or 25.29%, over net interest income, before provision for credit losses, of $44.1 million for the same period in 2008. The increase in net interest income of $11.2 million resulted from a $15.4 million decrease in interest expense, offset by a $4.2 million decrease in interest income.

     Interest income totaled $79.9 million for the first three months of 2009. This represented a decrease of $4.2 million, or 5.12%, compared to total interest income of $83.2 million for the same period last year. The decrease in interest income was primarily the result of the decrease in average yield on earning assets to 5.26% for the three months of 2009 from 5.91% for the same period of 2008, or 65 basis points. Average earning assets increased by $414.2 million, or 7.07%, from $5.86 billion to $6.28 billion.

     Interest expense totaled $23.7 million for the first three months of 2009. This represented a decrease of $15.4 million, or 39.45%, from total interest expense of $39.1 million for the same period last year. The decrease in interest expense was primarily the result of a decrease in the average rate paid on interest-bearing liabilities to 2.07% for the first three months of 2009 from 3.45% for the same period in 2008, or 138 basis points. The decrease in rates paid on deposits and borrowings was offset by an increase in average interest-bearing deposits of $210.2 million, or 10.25%, from $2.05 billion to $2.26 billion.

     Table 1 shows the average balances of assets, liabilities, and stockholders’ equity and the related interest income, expense, and yields/rates for the three-month period ended March 31, 2009 and 2008. Yields for tax-preferenced investments are shown on a taxable equivalent basis using a 35% tax rate.

TABLE 1 — Distribution of Average Assets, Liabilities, and Stockholders’ Equity; Interest Rates and Interest Differentials

		Three-month period ended March 31,
		2009												2008
		Average								Average				Average								Average
		Balance				Interest				Yield/Rate				Balance				Interest				Yield/Rate
										(amounts in thousands)
ASSETS
Investment Securities
Taxable		$	1,822,843			$	22,436				4.93	%		$	1,702,123			$	20,877				4.96	%
Tax preferenced (1)			680,439				6,996				5.80	%			690,912				7,188				5.85	%
Investment in FHLB stock			93,240				—				0.00	%			84,719				1,093				5.16	%
Federal Funds Sold & Interest Bearing
Deposits with other institutions			285				4				5.61	%			1,296				15				4.63	%
Loans (2) (3)			3,680,258				49,526				5.46	%			3,383,772				54,046				6.42	%
Total Earning Assets			6,277,065				78,962				5.26	%			5,862,822				83,219				5.91	%
Total Non Earning Assets			333,623												363,691
Total Assets		$	6,610,688											$	6,226,513
LIABILITIES AND STOCKHOLDERS’ EQUITY
Savings Deposits (4)		$	1,184,519			$	2,565				0.88	%		$	1,294,097			$	5,805				1.80	%
Time Deposits			1,076,331				4,025				1.52	%			756,531				6,473				3.44	%
Total Deposits			2,260,850				6,590				1.18	%			2,050,628				12,278				2.41	%
Other Borrowings			2,324,734				17,080				2.94	%			2,454,214				26,811				4.32	%
Interest Bearing Liabilities			4,585,584				23,670				2.07	%			4,504,843				39,089				3.45	%
Non-interest bearing deposits			1,342,229												1,225,327
Other Liabilities			59,156												59,743
Stockholders’ Equity			623,719												436,600
Total Liabilities and Stockholders’ Equity		$	6,610,688											$	6,226,513
Net interest income						$	55,292											$	44,130
Net interest spread — tax equivalent											3.19	%											2.46	%
Net interest margin											3.56	%											3.06	%
Net interest margin — tax equivalent											3.75	%											3.25	%
Net interest margin excluding loan fees											3.52	%											2.96	%
Net interest margin excluding loan fees — tax equivalent											3.70	%											3.16	%

     As stated above, the net interest margin measures net interest income as a percentage of average earning assets. Our tax effected (TE) net interest margin was 3.75% for the three months of 2009, compared to 3.25% for the first three months of 2008. The increase in the net interest margin over the same period last year is primarily the result of the decreasing interest rate environment, which impacted interest earned and interest paid as a percent of earning assets. This was partially offset by changes in the mix of assets and liabilities as discussed in the following paragraphs. Generally, our net interest margin improves in a decreasing interest rate environment as our deposits and borrowings reprice much faster than our loans and securities.

     The net interest spread is the difference between the yield on average earning assets and the cost of average interest-bearing liabilities. The net interest spread is an indication of our ability to manage rates received on loans and investments and rates paid on deposits and borrowings in a competitive and changing interest rate environment. Our net interest spread (TE) was 3.19% for the three months of 2009 and 2.46% for the same period last year. The increase in the net interest spread for the three months ended March 31, 2009 resulted from a 138 basis point decrease in the cost of interest-bearing liabilities, offset by a 65 basis point decrease in the yield on earning assets, thus generating a 73 basis point increase in the net interest spread from the same period last year.

     The yield (TE) on earning assets decreased to 5.26% for the three months of 2009, from 5.91% for the same period last year, and reflects a decreasing interest rate environment and a change in the mix of earning assets. Average loans as a percent of earning assets increased to 58.63% in the three months of 2009 from 57.72% for the same period in 2008. Average investments as a percent of earning assets

decreased to 39.88% in the three months of 2009 from 40.82% for the same period in 2008. The yield on loans for the first three months of 2009 decreased to 5.46% as compared to 6.42% for the same period in 2008 as a result of the decreasing interest rate environment. The yield on loans decline at a slower rate than general interest rates as approximately 80% of the Company’s loans are fixed-rate loans or hybrid adjustable loans with interest rates that are typically fixed for the first five or ten years of the loans and reset at fixed rates for the remaining term. The yield (TE) on investments for the first three months of 2009 decreased to 5.17% compared to 5.22% for the same period in 2008. The decrease in rates, offset by increases in average loan and investment balances, resulted in a decrease in our interest income.

     The cost of average interest-bearing liabilities decreased to 2.07% for the first three months of 2009 as compared to 3.45% for the same period in 2008, reflecting the decrease in interest rates and a change in the mix of interest-bearing liabilities. The fact that the cost of interest-bearing liabilities dropped more than the yield on earning assets is due to the liability-sensitive nature of our balance sheet. Average borrowings as a percent of average interest-bearing liabilities decreased to 50.70% during the first three months of 2009 as compared to 54.48% for the same period in 2008. The cost of borrowings for the first three months of 2009 decreased to 2.94% as compared to 4.32% for the same period in 2008, reflecting the decrease in interest rates. Borrowings typically have a higher cost than interest-bearing deposits. The cost of interest-bearing deposits for the first three months of 2009 decreased to 1.18% as compared to 2.41% for the same period in 2008, also reflecting the declining interest rate environment. The FDIC has approved the payment of interest on certain demand deposit accounts. This could have a negative impact on our net interest margin, net interest spread, and net earnings, should this be implemented fully. Currently, we pay interest on NOW and Money Market Accounts. The overall decrease in interest rates and decrease in average borrowings, offset by an increase in average deposits, resulted in a decrease in our interest expense.

     Table 2 presents a comparison of interest income and interest expense resulting from changes in the volumes and rates on average earning assets and average interest-bearing liabilities for the periods indicated. Changes in interest income or expense attributable to volume changes are calculated by multiplying the change in volume by the initial average interest rate. The change in interest income or expense attributable to changes in interest rates is calculated by multiplying the change in interest rate by the initial volume. The changes attributable to both interest rate and volume changes are calculated by multiplying the change in rate times the change in volume.

TABLE 2 —		Rate and Volume Analysis for Changes in Interest Income, Interest Expense and Net Interest Income

		Comparison of three months ended March 31,
		2009 Compared to 2008
		Increase (Decrease) Due to
										Rate/
		Volume				Rate				Volume				Total
						( amounts in thousands )
Interest Income:
Taxable investment securities		$	1,672			$	(126	)		$	13			$	1,559
Tax-advantaged securities			(175	)			(19	)			2				(192	)
Fed funds sold & interest-bearing deposits with other institutions			(12	)			3				(2	)			(11	)
Investment in FHLB stock			110				(1,093	)			(110	)			(1,093	)
Loans			4,681				(7,988	)			(1,213	)			(4,520	)
Total interest on earning assets			6,276				(9,223	)			(1,310	)			(4,257	)
Interest Expense:
Savings deposits			(485	)			(2,928	)			102				(3,311	)
Time deposits			2,705				(3,572	)			(1,510	)			(2,377	)
Other borrowings			(1,398	)			(8,467	)			134				(9,731	)
Total interest on interest-bearing liabilities			822				(14,967	)			(1,274	)			(15,419	)
Net Interest Income		$	5,454			$	5,744			$	(36	)		$	11,162

Interest and Fees on Loans

     Our major source of revenue and primary component of interest income is interest and fees on loans. Interest and fees on loans totaled $49.5 million for the first three months of 2009. This represented a decrease of $4.5 million, or 8.36%, from interest and fees on loans of $54.0 million for the same period in 2008. The decrease in interest and fees on loans for the first three months of 2009 reflects the decrease in rates between periods, offset by increases in the average balance of loans. The yield on loans decreased to 5.46% for the first three months of 2009, compared to 6.42% for the same period in 2008. Average loans increased 8.76% from $3.38 billion for the first three months of 2008 to $3.68 billion for the first three months of 2009.