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Correspondence

September 2, 2011

Mr. Mark Webb

Legal Branch Chief

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

    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

File No. 0-10140

Dear Mr. Webb;

This letter is in response to the comments of the staff of the Division of Corporation Finance
(the “Staff”) contained in your letter dated July 15, 2011, regarding the above referenced filings
of CVB Financial Corp. (“CVBF” or the “Company”). For your convenience, the Staff’s comments are
set forth below in italics, followed in each case by our responses.

Form 10-K for the Fiscal Year Ended December 31, 2010

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Loans, page 52

Comment:

    1.

    We note your disclosure on page 57 of the December 31, 2010 Form 10-K and page 54 of the
March 31, 2011 Form 10-Q that loans which were restructured in a troubled debt restructuring
(TDR) were $86.2 million and $38.4 million at December 31, 2010 and March 31, 2011,
respectively. Please tell us the amount of modified loans at each of these period ends that
were not classified and accounted for as troubled debt restructurings and the underlying
reasons to support your classification.

Response:

Since January 1, 2010, the amount of modified loans that were not classified and accounted for
as troubled debt restructurings had balances of $93.4 million and $91.4 million at December 31,
2010 and March 31, 2011, respectively.

The following disclosure of the underlying reasons why the modified loans were not classified
and accounted for as troubled debt restructurings was added to our June 30, 2011 10-Q Summary of
Significant Accounting Policies Footnote on Page 11 and we intend to include substantially similar
language in our future periodic filings.

Loans modified that are not reported as a troubled debt restructuring include modifications
such as certain extensions of maturity dates, insignificant changes in payment terms, or reductions
of interest rates to current market rates where the modified terms are not considered concessions
taken into account such items as additional payments made by the borrower to reduce the balance of
the loan, additional collateral provided by the borrower, the proportion of the loan to the current
liquidity and financial position of guarantors, an insignificant delay in the timing of payments,
current market rates for new debt with similar risk to a borrower not in financial difficulty and
other factors.

Comment:

    2.

    Please provide us with the following as it relates to your troubled debt restructurings
(TDRs) and provide similarly enhanced disclosure in all future filings:

    •

    a discussion and quantification of the concessions made on TDRs (e.g., reduction in
interest rate, payment extensions, forgiveness of principal, etc);

    •

    a discussion and quantification of the success rates with the different types of
concessions;

    •

    a discussion of the specific factors considered at the time a loan is restructured to
determine whether the loan should accrue interest; and

    •

    the amount of charge-offs associated with TDRs during each of the periods presented in
your December 31, 2010 Form 10-K and March 31, 2011 Form 10-Q;

    •

    the valuation allowance associated with these TDRs at each period end presented in your
December 31, 2010 Form 10-K and March 31, 2011 Form 10-Q.

Response:

Citizens Business Bank (the “Bank”) considers various requests from troubled borrowers that
amount to legal or economic concessions; however, virtually all concessions granted by the Bank are
either payment deferrals (i.e. deferment of the scheduled payment of principal relative to the
existing terms of the contract) or extensions of the maturity date at the existing, stated rate
which is perceived as lower than the current market rate for new debt with similar risk.

At March 31, 2001, excluding mortgage pool loans totaling $1.7 million from TDRs totaling
$38.4 million, $35.0 million in TDRs were loans the Bank granted concessions through payment
deferrals or extensions of the loan maturity with no change in interest rate, but which terms would
otherwise not be obtainable in the marketplace at the time the Bank granted the concession and $1.7
million representing one loan the Bank granted a concession of principal forgiveness.

The Bank’s experience with different types of concessions is very narrow; typically involving
maturity extensions, payment deferrals, reductions in interest rate, or some combination thereof.
In a few select cases, payment deferral periods have expired and the borrower has resumed payment
under the original terms of the contract without default. In most cases, the restructuring is
simply part of a broader work-out strategy to increase the probability of repayment.

The Bank’s general policy is that all TDRs are deemed impaired assets, requiring an evaluation
of impairment under ASC 310-10-35 and, in many cases, placing the subject loan on non-accrual
status. In evaluating whether the loan should accrue interest, the Bank considers whether it is
reasonably assured of repayment and performance according to the loan’s modified terms. A period of
performance, whether
prior to or subsequent to the date of the restructuring is an important factor in this
decision. In addition, other factors are assessed (e.g. improvement in borrower’s condition or in
economic conditions) during the evaluation of the borrower’s ability to repay, which may reduce the
need to rely on the borrower’s performance to date in assessing repayment prospects.

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Charge-offs associated with TDRs for the three months ended March 31, 2011 consisted of four
(4) loans totaling $7.7 million.

At March 31, 2011, there was no related allowance on either non-performing or performing TDRs
as any measured impairment has been charged-off. The Bank’s practice with respect to loans that
become TDR’s and which represent impaired loans is to charge-off any measured impairment, rather
than maintain a valuation allowance, as determined under one of the accepted ASC 310-10-35
measurement methodologies as soon as possible upon recognition of the loan’s TDR status.

The following disclosure was added to our June 30, 2011 10-Q Summary of Significant Accounting
Policies Footnote on Page 11 and will be included in future filings:

Loans are reported as a troubled debt restructuring when the Company grants a significant
concession(s) to a borrower experiencing financial difficulties that it would not otherwise
consider. Examples of such concessions include forgiveness of principal or accrued interest,
reduction of the stated interest rate, or extending the maturity date(s) at a stated interest rate
lower than the current market rate for new debt with similar risk.

A loan that has been placed on nonaccrual that is subsequently restructured will usually
remain on nonaccrual status until the borrower is able to demonstrate repayment performance in
compliance with the restructured terms for a sustained period, typically for six months. A troubled
debt restructured loan may return to accrual status sooner based on other significant events or
mitigating circumstances. A loan that has not been placed on nonaccrual may be restructured and
such loan may remain on accrual status after such troubled debt restructuring.

The following disclosure was added to our June 30, 2011 10-Q Management Discussion and
Analysis on Page 60 and similar disclosure will be included in future filings:

Of the $30.3 million in non-performing TDRs, $7.6 million are not paying in accordance with
the modified terms at June 30, 2011 and the remaining $22.7 million have either not demonstrated
repayment performance for a sustained period and/or we have not received all necessary documents to
determine the borrower’s ability to meet all future principal and interest payments under the
modified terms.

At June 30, 2011 and December 31, 2010, there was no related allowance on either
non-performing or performing TDRs as any measured impairment has been charged-off. Total
charge-offs on TDRs for the six months ended June 30, 2011 and for the twelve months ended December
31, 2010 were $10.0 million and $44.4 million, respectively.

Also, the Company is currently reviewing the recently issued ASU 2011-02, Receivable (Topic
310): A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring and
the additional disclosures about TDRs that will be required for the interim period ending September
30, 2011 (the effective date of this new standard) and will provide additional disclosures as
required in future filings.

3

Comment:

    3.

    Please tell us and consider revising your future filings to disclose whether you have
performed any commercial real estate (CRE) or other type of loan workouts whereby an existing
loan was restructured into multiple new loans (i.e., A Note/B Note structure). To the extent
that you have performed these types of workouts, please provide us with and revise your future
filings to disclose the following:

    •

    Quantify the amount of loans that have been restructured using this type of workout
strategy in each period presented.

    •

    Discuss the benefits of this workout strategy, including the impact on interest income
and credit classification.

    •

    Discuss the general terms of the new loans and how the A note and B note differ;
particularly whether the A note is underwritten in accordance with your customary
underwriting standards and at current market rates.

    •

    Clarify whether the B note is immediately charged-off upon restructuring.

    •

    Describe your nonaccrual policies at the time of modification and subsequent to the
modification. Specifically disclose whether you consider the total amount contractually due
in your non-accrual evaluation and how you consider the borrower’s payment performance
prior to the modification.

    •

    Confirm that the A note is classified as a troubled debt restructuring and explain your
policy for removing such loans from troubled debt restructuring classification.

Response:

The following disclosure was added to our June 30, 2011 10-Q Management Discussion and
Analysis on Page 60 and similar disclosure will be included in future filings:

We have not restructured loans into multiple loans in what is typically referred to as an A/B
note structure where normally the A note meets current underwriting standards and the B note is
typically immediately charged-off upon restructuring.

Comment:

    4.

    Please tell us, and consider revising future filings to disclose, whether you have noticed an
increase in any loan categories such as commercial loans or any other applicable loans, such
as construction loans, that have been extended at maturity for which you have not considered
the loans to be impaired due to the existence of guarantees. If so, please provide us with the
following information and consider enhancing your disclosure in future filings accordingly:

    •

    The types of extensions being made, whether loan terms are being adjusted from the
original terms, and whether you consider these types of loans as collateral-dependent;

    •

    To the extent you extend commercial loans at or near maturity at the existing loan rate
due to the existence of a guarantee, tell us how you consider whether it is a troubled debt
restructuring;

4

    •

    In detail, how you evaluate the financial wherewithal of the guarantor, addressing the
type of financial information reviewed, how current and objective the information reviewed
is, and how often the review is performed;

    •

    How you evaluate the guarantor’s reputation and willingness to work with you and how
this translates into your determination of the ultimate provision or charge-off recorded;

    •

    How many times you have sought performance under the guarantee discussing the extent of
the successes. As part of your response, discuss the decision making process you go through
in deciding whether to pursue the guarantor and whether there are circumstances you would
not seek to enforce the guarantee;

    •

    Quantify the dollar amount of commercial loans in which your carrying value is in excess
of the appraised value but not considered impaired due to the existence of guarantees; and

    •

    When the impaired loan is carried at a value that is in excess of the appraised value
due to the guarantee from the borrower, address in detail how you evaluate and determine
the realizable value of the borrower guarantee. Specifically discuss the extent of your
willingness to enforce the guarantee.

Response:

The types of extensions the Bank makes are generally short-term extensions of time, not
changes to structure or pricing. These extensions may be timed to match upcoming performance
benchmarks unique to the subject loan, or in order to gather updated financial information or
appraisal results. We evaluate the combination of the strength of the collateral plus the value of
the third party guarantees relative to the amount of the debt in order to determine whether or not
they are collateral dependent.

The effect of the guarantee on TDR determination would primarily rest on the proportion of the
strength and quality of the guarantee relative to the amount of the debt and the value of the
collateral. We may have a troubled borrower, but by adding the value of the guarantee(s) we may
determine that the combination does not rise to the level of calling the loan a TDR.

In order to evaluate the financial wherewithal of the guarantor, we request a current personal
financial statement and/or the most recent Federal tax return(s) with appropriate supporting
schedules. We will obtain a current personal credit report on the guarantor and will generally
request copies of bank or brokerage statements to verify liquid assets not held in our Bank. In
some cases, we will verify ownership of real property listed on the financial statement, and make
an assessment of the approximate value and equity in that property. From this information we make
an assessment of their net worth outside of their business assets, as well as their liquidity and
cash flow available to service their debts. This review is generally performed annually or more
frequently if necessary.

As a relationship-based community bank, we generally know our guarantors personally. Often,
they have been clients for many years, and we have knowledge of their past behavior regarding loan
repayment. For those who are new to us, we attempt to research their past loan repayment behaviors
through credit reports and by checking with their former lenders. Through frequent communication
with our guarantors, we can assess their ability and willingness to work with the Bank to solve
problems and work toward the ultimate repayment of the loan. The result of this assessment will
then be taken into consideration in the grading of the loan, which will then influence the ultimate
provision or charge-off.

5

Since 2008, the number of guarantors with balances in excess of $10,000 being pursued for
repayment is approximately 155. Of these, approximately 10% were determined to be uncollectable due
to bankruptcy or other legal reasons, approximately 20% resulted in the Bank obtaining some funds
either in a lump sum or installment payments, and approximately 70% are still pending resolution.

It is our practice in the collection of problem loans to pursue the guarantor for repayment
wherever possible. This generally takes the form of filing a lawsuit and seeking a judgment against
the guarantor’s assets. Occasionally, we are prevented from doing so. Thi