SecProbe.io

November 29, 2011

Via E-mail
Christopher D. Myers
President and Chief Executive Officer CVB Financial Corp. 701 N. Haven Avenue, Suite 350 Ontario, California 91764

Re:  CVB Financial Corp.
Form 10-K for the Fiscal Year Ended December 31, 2010 Filed March 1, 2011 Form 10-Q for the Fiscal Quarter Ended March 31, 2011
Filed May 10, 2011 Form 10-Q for the Fiscal Quarter Ended June 30, 2011 Filed August 9, 2011 Form 10-Q for the Fiscal Qu arter Ended September 30, 2011
Filed November 9, 2011 File No. 0-10140

Dear Mr. Myers:
We have reviewed your response letter da ted September 2, 2011 and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  Where we have requested changes in future filings, please incl ude a draft of your proposed disclosures that
clearly identifies new or revise d disclosures.  If you do not be lieve our comments apply to your
facts and circumstances please tell  us why in your response.

After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.
 Form 10-K for the fiscal year ended December 31, 2010

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
Loans, page 52
 1. We note your response to comment 1 in your  letter dated September 2, 2011 and your
enhanced disclosures on page 11 of th e September 30, 2011 Form 10-Q describing the

Christopher D. Myers
CVB Financial Corp. November 29, 2011
Page 2

 underlying reasons to support your conclusion why certain modified loans are not classified
and accounted for as troubled debt  restructurings.  In order fo r us to better understand how
you arrived at your conclusion, please provide us with the following:

 An enhanced discussion of the types of loans modified;

 A more robust description of  the key features of these modified loans including a
significantly enhanced description of the term s modified and the typical length of each of
the modified terms;
 A discussion and analysis of your ability to  collect the full contractual principal and
interest on the original terms of the modified loans; and

 A significantly enhanced disc ussion comparing and contras ting the circumstances under
which you would and would not consider the m odifications to meet the criteria to be
classified and accounted for as a troubled debt restructuring.

2. We note your disclosure on page 11 of the September 30, 2011 Form 10-Q that loans are
reported as troubled debt restructur ings when the Company grants a significant  concession(s)
to a borrower experiencing financial difficulties that it would not otherwise consider.  We
also note your disclosure that  loans modified that are not reported as a troubled debt
restructurings include insignificant  changes in payment terms and insignificant  delays in the
timing of payments.  Please explain to us in  further detail the key factors you consider to
conclude that these concessions are insignificant .  As part of your res ponse, explain whether,
and if so, how you assess the restructured paymen ts and / or collateral are sufficient to cover
the contractual amount due.
 3. We note your response to comment 1 in your  letter dated September 2, 2011 and your
enhanced disclosure on page 11 of the Septem ber 30, 2011 Form 10-Q as it relates to interest
rate reductions where modified terms are not  considered concessions, which appears to
impact your determination of whether these lo an modifications shoul d be classified and
accounted for as troubled debt restructurings .  Please provide us with the following:

 Additional detailed information regarding how you determined whether interest rates
charged on credit related modificatio ns were market interest rates;

 A description of how you determined the ma rket interest rates for credit impaired
customers and how you determined whether th e interest rate you charged the customer
was at market; and
 Whether your policies for making this de termination changed during 2009, 2010 or 2011.
If so, explain the change(s) in detail, the rationale, and w hy it was preferable.

Christopher D. Myers
CVB Financial Corp. November 29, 2011
Page 3

 4. As a related matter, please provide us detail ed information regarding how you determine the
interest rate to charge on ne w or modified loans / leases and whether your policies changed
during 2009, 2010 or 2011.  For example, tell us  if all customers that meet minimum
underwriting standards receive the same interest  rate; whether you utilize matrix pricing such
that different credit rated loans receive different interest rates; whether interest rates are negotiated with each borrower, etc.  Also tell us who approves your interest rate policies and
who has the authority to approve the actual interest rate charged for a loan.  For example, do
you have a rates committee responsible for appr oving each loan, do individual client service
personnel have authority to determ ine the rate on a loan, etc.
 5. Please quantify the amount of loan modifi cations at September, 30, 2011 and December 31,
2010 that were not classified and accounted for as troubled de bt restructurings due to
additional collateral provided by the borrower and / or the proportion of the loan to the
current liquidity and financial position of gua rantors.  For these modifications explain in
more detail how you determined that the modi fied terms are not considered concessions.

6. As of September 30, 2011 and December 31, 2010, fo r the modified loans not disclosed and
accounted for as troubled debt restruct urings, please tell us the following:

 Whether these were classified  as perfo rming or non-performing, and whether they
continued to accrue interest;

 Whether any of these were considered to be  impaired and quantify the amount that was
classified as impaired.
 7. Tell us how the modified loans not disc losed and accounted for as troubled debt
restructurings are considered in your allowance for loan lo ss methodology.  Describe whether
these loans are included in your ASC 450-20 (SFAS 5) or ASC 310-10 (SFAS 114)
impairment analysis.  If changes in terms, paym ents or classification impact either of these
analyses, please explain how a nd when these calculations would be impacted.  If you include
these loans in your ASC 450-20 (SFAS 5) impair ment analysis, tell us if you pool modified
receivables with non-modified receivables in measuring impairment under ASC 450-20.  If
you do, please explain how you determined that bot h sets of these loans have similar risk
characteristics.

You may contact Benjamin Phi ppen, Senior Staff Accountant,  at (202) 551-3697 or me at
(202) 551-3423 if you have any questions.
 Sincerely,
  /s/ Amit Pande
Amit Pande Accounting Branch Chief