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 CVB FINANCIAL CORP.
 701 N. Haven Ave, Suite 350
 Ontario, California 91764 February 10, 2026
 VIA EDGAR U.S. Securities and Exchange
Commission Division of Corporation Finance 100 F Street,
N.E. Washington, DC 20549

 Re:
 CVB FINANCIAL CORP.
 Registration Statement on Form S-4 (File
 No. 333-293102) (the “Registration Statement”) Ladies and Gentlemen:
 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, CVB Financial Corp. hereby respectfully requests that the Commission declare
the above-captioned Registration Statement on Form S-4 effective at 4:30 p.m., Eastern Time, on February 12, 2026, or as soon thereafter as practicable.
 Please contact Craig Miller or Veronica Lah of Manatt, Phelps & Phillips, LLP at (415) 291-7415 or (310) 312-4130 with any questions and please notify such individuals as soon as possible as to the time the Registration Statement has been declared effective pursuant to this request. We appreciate your assistance and
cooperation in this matter.

 Sincerely,

 CVB FINANCIAL CORP.

 By:

 /s/ Richard H. Wohl

 Name:

 Richard H. Wohl

 Title:

 Executive Vice President and General Counsel

 cc:
 Manatt, Phelps & Phillips, LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 6, 2026

David A. Brager
Chief Executive Officer
CVB Financial Corp.
701 N. Haven Avenue, Suite 350
Ontario, CA 91764

 Re: CVB Financial Corp.
 Registration Statement on Form S-4
 Filed January 30, 2026
 File No. 333-293102
Dear David A. Brager:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Robert Arzonetti at 202-551-8819 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Craig Miller
</TEXT>
</DOCUMENT>

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 701 N Haven Avenue

Suite 350

 Ontario, CA 91764

909.980.4030

 September 24,
2021

 VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

Re:
 CVB Financial Corp.

Registration Statement on Form S-4, as amended (File
No. 333-259517)

 Acceleration Request

Ladies and Gentlemen:

 CVB Financial Corp. hereby requests that
the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement on Form S-4, as amended, be accelerated to 1:00 p.m., Eastern time, on Tuesday September 28,
2021, or as soon thereafter as practicable.

 Please notify Craig Miller of Manatt, Phelps & Phillips, LLP at (415)
291-7415 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request. We appreciate your assistance and cooperation in this matter.

Sincerely,

CVB FINANCIAL CORP.

By:

 /s/ Richard H. Wohl

Richard H. Wohl

Executive Vice President and General
Counsel

United States securities and exchange commission logo
September 23, 2021
David A. Brager
Chief Executive Officer
CVB Financial Corp.
701 N. Haven Avenue, Suite 350
Ontario, CA 91764
Re:CVB Financial Corp.
Registration Statement on Form S-4
Filed September 14, 2021
File No. 333-259517
Dear Mr. Brager:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Lin, Staff Attorney, at (202) 551-3552 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

June 12, 2019
E. Allen Nicholson
Executive Vice President and Chief Financial Officer
CVB Financial Corp.
701 N. Haven Avenue, Suite 350
Ontario, California 91764
Re:CVB Financial Corp.
Form 10-K for Fiscal Year Ended December 31, 2018
Filed March 1, 2019
File No. 000-10140
Dear Mr. Nicholson:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Financial Services

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 June 5, 2019

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Financial Services

 Washington, D.C. 20549

 Attention: William Schroeder and
John Spitz

 Re:    CVB Financial Corp.

Dear Mr. Schroeder and Mr. Spitz:

 This letter
constitutes the response of CVB Financial Corp. (the “Company”) to the comment letter of the staff (“the Staff”) of the Division of Corporation Finance dated May 22, 2019, with respect to the Form 10-K for the year ended December 31, 2018 filed on March 1, 2019. For your convenience, the Staff’s comment is repeated below in italicized text prior to our response.

Form 10-K for Fiscal Year Ended December 31, 2018

Analysis of the Results of Operations

 Reconciliations
of Adjusted Yield on Average Loans, Yield on Average Earning Assets and NIM (Non-GAAP), page 47

1.
 We note your disclosure on page 47 of the following non-GAAP
measures:

•

 Adjusted yield on average loans;

•

 Adjusted yield on average assets; and

•

 Adjusted net interest margin

These measures exclude discount accretion on acquired loans. It appears that disclosing financial measures and metrics excluding the impact of purchase
accounting represents an individually tailored recognition and measurement method which could result in a misleading financial metric that violates Rule 100(b) of Regulation G. Please refer to Question 100.04 of the Compliance and Disclosure
Interpretations for guidance. Therefore, in future filings, including Forms 8-K, please do not disclose financial measures and metrics that exclude the impact of purchase accounting.

RESPONSE

 We will no longer present in future filings,
including Forms 8-K, financial measures and metrics that exclude the impact of purchase accounting.

 If you have
any further questions, please contact the undersigned at (909) 483-7225.

 Sincerely,

/s/ E. Allen Nicholson

 E. Allen Nicholson

Executive Vice President and Chief Financial Officer

May 22, 2019
E. Allen Nicholson
Executive Vice President and Chief Financial Officer
CVB Financial Corp.
701 N. Haven Avenue, Suite 350
Ontario, California 91764
Re:CVB Financial Corp.
Form 10-K for Fiscal Year Ended December 31, 2018
Filed March 1, 2019
File No. 000-10140
Dear Mr. Nicholson:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2018
Analysis of the Results of Operations
Reconciliations of Adjusted Yield on Average Loans, Yield on Average Earning Assets and NIM
(Non-GAAP), page 47
1.We note your disclosure on page 47 of the following non-GAAP measures:
•Adjusted yield on average loans;
•Adjusted yield on average assets; and
•Adjusted net interest margin

These measures exclude discount accretion on acquired loans.  It appears that disclosing
financial measures and metrics excluding the impact of purchase accounting represents an
individually tailored recognition and measurement method which could result in a
misleading financial metric that violates Rule 100(b) of Regulation G.  Please refer to
Question 100.04 of the Compliance and Disclosure Interpretations for guidance.

 FirstName LastNameE. Allen  Nicholson
 Comapany NameCVB Financial Corp.
 May 22, 2019 Page 2
 FirstName LastName
E. Allen  Nicholson
CVB Financial Corp.
May 22, 2019
Page 2
Therefore, in future filings, including Forms 8-K, please do not disclose financial
measures and metrics that exclude the impact of purchase accounting.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact William Schroeder, Staff Accountant at 202-551-3294 or John Spitz,
Staff Accountant at 202-551-3484 if you have questions regarding comments on the financial
statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Financial Services

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 701 N Haven Avenue

Suite 350

 Ontario, CA 91764

909.980.4030

 May 3, 2018

 VIA
EDGAR AND FACSIMILE

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

Re:
CVB Financial Corp.

Registration Statement on Form S-4, as amended (File No. 333-224311)

Acceleration Request

 Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, the undersigned registrant, CVB Financial Corp. (the “Registrant”), hereby
requests that the above-referenced Registration Statement on Form S-4 (File No. 333-224311) (as amended, the “Registration Statement”) be declared
effective as of 4:30 p.m., Washington, D.C. time, on May 7, 2018, or as soon thereafter as is practicable.

 The Registrant hereby acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please notify Ben Chung of Morrison & Foerster LLP, counsel to the Registrant, at (213)
892-5562 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request. We appreciate your assistance and cooperation in this matter.

Sincerely,

CVB FINANCIAL CORP.

By:

/s/ Richard H. Wohl

Richard H. Wohl

Executive Vice President and General Counsel

 cc: Craig D. Miller

Mail Stop 4720

April 25 , 2018

Richard Wohl
General Counsel
CVB Financial Corp.
701 N. Haven Avenue, Suite 350
Ontario, CA 91764

Re: CVB Financial Corp.
  Registration Statement on Form S-4
Filed  April 17 , 2018
  File No.  333-224311

Dear Mr. Wohl :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Erin Purnell, Staff Attorney,  at (202) 551 -3454  with any questions.

Sincerely,

 /s/ Era Anagnosti

 Era Anagnosti
Acting Assistant Director
Office of Financial Services

cc: Ben Chung , Esq.

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 CVB Financial Corp.

January 12, 2017

 VIA EDGAR

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 Washington, D.C. 20549

Re:
CVB Financial Corp.

 Registration Statement on Form S-4

File No. 333-214576

 Dear Sir or
Madam:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), CVB Financial
Corp. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-4 be accelerated so that the Registration Statement may become effective on Thursday, January 12, 2017, at 3:00
p.m., Eastern time, or as soon thereafter as may be practicable. Notwithstanding this request for acceleration, the Company may contact the Securities and Exchange Commission (the “Commission”) prior to the requested time of effectiveness
to request that the Commission stop effectiveness if circumstances so dictate.

 The Company acknowledges that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert the declaration of the effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 The Company confirms that it is aware of its responsibilities under the Securities Act as they
relate to the proposed offering of the securities specified in the above-referenced Registration Statement.

 We request that we be
notified of such effectiveness by a telephone call to Craig Miller of Manatt, Phelps & Phillips, LLP at (415) 291-7415 and that such effectiveness also be confirmed in writing.

Sincerely,

CVB FINANCIAL CORP.

/s/ E. Allen Nicholson

By:

E. Allen Nicholson

Title:

Executive Vice President and Chief Financial Officer

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 CVB Financial Corp.

January 12, 2017

 VIA EDGAR

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 Washington, D.C. 20549

Re:
CVB Financial Corp.

Registration Statement on Form S-4

File No. 333-214576

 Dear Sir or Madam:

CVB Financial Corp. hereby requests that the Securities and Exchange Commission withdraw its acceleration request dated January 11, 2017 with respect to
the registration statement referenced above.

Sincerely,

CVB FINANCIAL CORP.

  /s/ E. Allen Nicholson

By:

    E. Allen Nicholson

Title:  Executive Vice President and Chief Financial Officer

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 CVB Financial Corp.

January 11, 2017

 VIA EDGAR

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 Washington, D.C. 20549

Re:
CVB Financial Corp.

 Registration Statement on Form S-4

File No. 333-214576

 Dear Sir or
Madam:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), CVB Financial
Corp. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-4 be accelerated so that the Registration Statement may become effective on Thursday, December 12, at 3:00 p.m.,
Eastern time, or as soon thereafter as may be practicable. Notwithstanding this request for acceleration, the Company may contact the Securities and Exchange Commission (the “Commission”) prior to the requested time of effectiveness to
request that the Commission stop effectiveness if circumstances so dictate.

 The Company acknowledges that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert the declaration of the effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 The Company confirms that it is aware of its responsibilities under the Securities Act as they
relate to the proposed offering of the securities specified in the above-referenced Registration Statement.

 We request that we be
notified of such effectiveness by a telephone call to Craig Miller of Manatt, Phelps & Phillips, LLP at (415) 291-7415 and that such effectiveness also be confirmed in writing.

Sincerely,

CVB FINANCIAL CORP.

/s/ E. Allen Nicholson

By:

E. Allen Nicholson

Title:

Executive Vice President and Chief Financial Officer

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 manatt | phelps | phillips

 David Gershon

Manatt, Phelps & Phillips, LLP

 Direct Dial: (415)
291-7550

 E-mail: DGershon@manatt.com

 December 22, 2016

 VIA EDGAR

 Dietrich A. King

 Assistant Director

Office of Financial Services

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549-7010

Re: CVB Financial Corp.

Registration Statement on Form S-4

Filed November 14, 2016

File No. 333- 214576

 Dear
Mr. King:

 On behalf of CVB Financial Corp (“CVB Financial” or the “Company”), this letter responds to the Staff’s comment
letter dated December 6, 2016 (the “Comment Letter”) with respect to the above-referenced filing. Each of the Staff’s comments is set forth in italic type immediately before the corresponding response submitted on behalf of the
Company, and the numbering below corresponds to the numbering in the Comment Letter. The Company filed Amendment No. 1 to the registration statement on December 12 and all page references in the Company’s responses below regarding revised
disclosure refer to such filing.

 Opinion of Vining Sparks for Valley’s Board of Directors, page 43

1.
We note Valley management provided Vining Sparks with projected earnings forecasts for 2016 through 2020, which Vining Sparks used to prepare its Present Value Analysis and its Discounted Cash Flow Analysis. Please
disclose these projections in this section of the prospectus.

 Response

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 51 to address the comment.

Offer of Employment to Bill Kitchen, page 51

 One Embarcadero Center, 30th
Floor, San Francisco, California 94111 Telephone: 415.291.7400 Fax: 415.291.7474

 Albany | Chicago | Los Angeles | New York | Orange County | Palo Alto
| Sacramento | San Francisco | Washington, D.C.

 manatt | phelps | phillips

 Dietrich A.
King

 December 22, 2016

  Page
 2

2.
Please tell us what consideration you have given to disclosing the terms of employment offered to Mr. Kitchen.

Response

 The Company respectfully acknowledges the
Staff’s comment. The Company has revised the disclosure on page 53 to describe the materials terms of the employment offered to Mr. Kitchen. In addition, the Company has filed a copy of the Mr. Kitchen’s offer letter as
Exhibit 10.2 to the Registration Statement.

 Tax Opinion

3.
Please have counsel provide an opinion as to the material tax consequences of the merger that result from the merger qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.
Please see Section III.C of Staff Legal Bulletin No. 19. In addition, please have counsel revise its opinion to remove the limitation on reliance in the second paragraph of the opinion. Please Section III.D.1 of Staff Legal Bulletin
No. 19.

 Response

 The Company
respectfully acknowledges the Staff’s comments. The Company has revised the disclosure beginning on page 75 to state that our opinion as to the material tax consequences of the merger qualifying as a “reorganization” within the
meaning of Section 368(a) of the Code is as set forth in the tax consequences section of the prospectus.

 In addition, we have revised our opinion to
address the comments. A copy of the revised opinion is filed as Exhibit 8.1 to Amendment No. 1 to the registration statement.

*            *
 *

 If the Staff should have any questions, or would like further information, concerning any of the responses above, please do not hesitate to contact
me at (415) 291-7550. We thank you in advance for your attention to the above.

Sincerely,

/s/ David Gershon

David Gershon

cc:
E. Allen Nicholson

CVB Financial Corp.

Eileen Lyon,

CVB Financial Corp.

Craig D. Miller, Esq.

Mail Stop 4720
December 6, 2016

E. Allen Nicholson
Chief Financial Officer
CVB Financial Corp.
701 N. Haven Avenue, Suite 350
Ontario, CA 91764

Re: CVB Financial Corp.
  Registration Statement on Form S-4
Filed  November 14, 2016
  File No.  333-214576

Dear Mr. Nicholson :

We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

Opinion of Vining Sparks for Valley’s Board of Directors, pages 4 3

1. We note Valley management provided Vining Sparks with projected earnings forecasts
for 2016 through 2020, which Vining Sparks used to prepare its Present  Value Analysis
and its Discounted Cash Flow Analysis.  Please disclose these projections in this section
of the prospectus.

Offer of Employment to Bill Kitchen, page 51

2. Please tell us what consideration you have given to disclosing the terms of employ ment
offered to Mr. Kitchen.

E. Allen Nicholson
CVB Financial Corp.
December 6, 2016
Page 2

 Tax Opinion

3. Please have counsel provide an opinion as to the material tax consequences of the merger
that result from the merger qualify ing as a “reorganization ” within the meaning of
Section 368(a) of the Code.  Please se e Section III.C of Staff Legal Bulletin No. 19.  In
addition, please have counsel revise its opinion to remove the limitation on reliance in the
second paragraph of the opinion.  Please Section III.D.1 of Staff Legal Bulletin No. 19.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Katelyn Donovan, Law Clerk,  at (202) 551 -8636  or me at (202) 551 -3338
with any questions.

Sincerely,

/s/ Dietrich A. King

Dietrich A. King
Assistant Director
Office of Financial Services

cc: Craig Miller
 Manatt, Phelps & Phillips, LLP

September 24, 2013

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

Re: CVB Financial Corp.
Form 10-K for Fiscal Period Ended December 31, 2012
Filed March 1, 2013
  File No. 000 -10140

Dear Mr. Myers :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United  States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Amit Pande

Amit  Pande
Accounting Branch Chief

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Correspondence

 August 6, 2013

 Mr. Amit Pande

 Accounting 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, 2012

 Filed March 1, 2013

File No. 0-10140

 Dear
Mr. Pande,

 This letter is in response to the comments of the staff of the Division of Corporation Finance (the
“Staff”) contained in your letter dated June 13, 2013, regarding the above referenced filing 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, 2012

Item 1A. Risk Factors, page 13

Comment:

1.
We note disclosure of your new residential mortgage lending operation which commenced origination activities in 2012 in addition to brief discussions in your recent
earnings conference calls. Please tell us and consider revising your future filings to disclose in detail this new lending operation, including but not limited to the types of loans offered and related balances as of December 31, 2012 and
March 31, 2013.

 Response:

 The Bank recently commenced a residential mortgage lending initiative focusing on internal loan processing efficiencies and increased marketing efforts of the Bank’s existing residential mortgage
loan program. This initiative does not represent a “new” lending operation for the Bank, but rather an enhancement to generate additional loans in a loan segment that does not represent a material portion of the Bank’s existing loan
portfolio or current loan volume (as shown in the chart below). The changes within the Bank’s residential loan program were made to enhance our value proposition to potential customers in our niche markets as well as to create greater customer
and market awareness of the Bank’s existing single family residential loan programs.

 1

 The types of loans and related balances included in the Bank’s “SFR Mortgage” category
(non-covered) include loans originated on a “direct” basis by the Bank and loans that were purchased between 2002 and 2007 as part of a mortgage pool, both of which are summarized below:

In 000’s

Date

Date

Annual Change

Date

Quarterly Change

12/31/11

12/31/12

$

%

03/31/13

$

%

 SFR Mortgages -

“Purchased Pools”

% of total loans

134,042

106,008

(28,034
)

-20.91
%

98,786

(7,222
)

-6.81
%

4.16
%

3.25
%

3.09
%

 SFR Mortgages -
“Direct”

% of total loans

42,400

53,280

10,880

25.66
%

63,236

9,956

18.69
%

1.31
%

1.63
%

1.98
%

 Total SFR Mortgages

176,442

159,288

-17,154

-9.72
%

162,022

2,734

1.72
%

 % of total loans

5.47
%

4.89
%

5.07
%

 (The proportion of SFR purchased pool and direct mortgages to gross loans excludes covered loans related to our
FDIC-assisted acquisition of San Joaquin Bank)

 The Bank offers SFR mortgages in first lien position with loan maturities of either 15 or
30 years, and none of the SFR mortgages are offered with either negative amortization, option ARM or balloon payment features.

 The Bank will
enhance its disclosures in future filings to include, among other things, (i) a breakdown of SFR mortgage loans pursuant to the table above, (ii) product parameters that describe the various types of mortgages offered by the Bank,
(iii) any credit parameters applied by the Bank in its mortgage loan underwriting that may be important to understanding the risk involved in extending such mortgage loans, and (iv) any concentrations within the segment that may exist or
emerge over time.

 Item 7. Management’s Discussion and Analysis of Financial Condition and the Results of Operations: Provision
for Loan Losses, Page 37

 Comment:

2.
We note your disclosure that the decrease in the provision for credit losses was primarily due to overall improvement in the performance of your loan portfolio.
Given the fact that you have not recorded a provision for loan losses during any of the periods since the quarter ended March 31, 2011, please tell us in detail and revise future filings to provide enhanced qualitative disclosures explaining
how observed changes in the credit quality of various components of your loan portfolio impacted the amount of the allowance for loan losses recorded at each period end as well as the resulting provision for loan loss recorded during the period.
Your analysis should explain how you determined that each component was directionally consistent with the underlying credit quality of the applicable loan portfolio. Your analysis should also clearly explain how any refinements to your allowance
methodology, if any, and the charge-off of specific valuation allowances during the period impacted the amounts recorded and how you considered this impact in your assessment of the appropriateness of the allowance. Please be as specific and
detailed as necessary to provide an investor with a clear understanding of the observed changes in credit quality in each applicable loan portfolio and how these changes, as well as any other key drivers, impacted each component of the allowance for
loan losses.

 2

 Response:

 The Bank’s Allowance for Loan and Lease Losses (“ALLL”) methodology incorporates an on-going review of credit quality within its loan portfolio and the impact to the various components that
comprise the ALLL. The ALLL methodology includes loans that are individually evaluated for impairment under Accounting Standards Codification 310-10 (Receivables) (“ASC 310-10”), and loans that are collectively evaluated for impairment
under Accounting Standards Codification 450-20 (Loss Contingencies) (“ASC 450-20”), which includes loans individually evaluated and found not to be impaired under ASC 310-10.

 The Bank experienced various changes in credit quality noted in this response that made further provisions to the ALLL unnecessary during the period March 31, 2011 through March 31, 2013
including, but not limited to, (i) lower average historical loan loss rates applied beginning with the period ended December, 31, 2012 resulting from the impact of our three-year rolling weighted average, (ii) sizeable reductions to
classified and criticized loans that carry higher adjusted loss rate factors, and (iii) trending improvement in certain conditions affecting limited segments within the loan portfolio. The impact of these key changes in conditions, evidenced by
various loan metrics described in this response, was to effect a moderate reduction to the allowance requirements overall. Nevertheless, the Bank remained concerned that current conditions and factors during the period indicate elevated levels of
risk remain in key segments within the Bank’s loan portfolio, including specific segments that are relatively concentrated such as commercial real estate and diary and livestock loan portfolios, thereby posing greater loss potential to the
Bank. These shifting and uncertain conditions and factors continue to require close scrutiny from management and have precipitated enhanced factors and allocations under our allowance methodology during the noted timeframe to protect from estimated
inherent loan losses that result from weakness in key segments. This general weakness in conditions and in specific factors affecting key segments of the loan portfolio made reductions or releases to the general allowance imprudent unless and until
management believes the improving trends show evidence of consistency and sustainability.

 The loan portfolio collectively evaluated for
impairment is broken down by classes of loan receivables between “classified” loans (including both substandard and special mention loans) and “unclassified” loans, and further disaggregated into loan segments by loan type with
similar risk characteristics. We first analyze average historical losses over a rolling three-year period within each segment with similar risk characteristics, and then adjust these historical loss rates within each loan segment based upon our
analysis of nine (9) “qualitative factors,” as prescribed in the 2006 Interagency Policy Statement on ALLL and disclosed in our filings. The effect of these qualitative factors on the loan portfolio may cause actual loss rates to
differ from historical loss experience. Thus, the adjustments for qualitative factors captured from period to period, are intended to reflect current conditions of both internal and external factors affecting the inherent credit quality of the
underlying loan segment not otherwise reflected in historical loss rates.

 In addition, since the prescribed qualitative factors discussed
above may not capture all factors unique to our institution affecting the collectability of loans, and in recognition of the inherent imprecision in the estimation of these loss factors, we also incorporate an unallocated reserve that
reflects management’s best estimate of probable losses not otherwise accounted for in our ALLL methodology.

 3

 For impaired loans, we incorporate specific allowances based on loans individually evaluated utilizing one
of three valuation methods, as prescribed under ASC 310-10. If the measure of the impaired loan is less than the recorded investment in the loan, the deficiency will be charged off against the ALLL or, alternatively, a specific allocation will be
established and included in the overall ALLL balance. This represents a relatively immaterial portion of the allowance during the periods addressed, as noted in our filings, including $2.3 million (2.5%) and $3.0 million (3.2%) of the
total allowance as of years ended December 31, 2012 and December 31, 2011, respectively. Consequently, our response discussion will be centered on the loans evaluated collectively providing the general reserve allocations under ASC 450-20.

 In addition, management reviews the resulting changes in the level of the ALLL and evaluates the consistency of this change to changes in the
factors applied, taken as a whole, that evidence credit losses. We also validate the level of the ALLL in relationship to various key measures and ratios including, but not limited to, the relationship of classified loans to total loans, non-accrual
and delinquent loans to total loans, and historical net charge-offs to total loans, as well as comparisons of relevant measures to peer group banks. The final determination of the appropriateness of the ALLL is based on management’s best
judgment of all the facts and circumstances that affect our institution, as they may change from period to period, and which is further informed through a unique understanding of the Bank’s specific portfolio of loans and customers.

The following table provides a three-year breakdown of the Bank’s historical loss rates and adjustments for qualitative factors applied to all loans
collectively evaluated for impairment under ASC 450-20. Please note that two factors (shown in the table below) were added subsequent to the year ended December 31, 2010 and are shown below as “n/a” in the December 31, 2010
column.

 Qualitative Factors

2012

2011

2010

(Current Range: 0.0% to 0.30%)

Qualitative
Adjustment
Factors

Qualitative
Adjustment
Factors

Qualitative
Adjustment
Factors

 Historical Loss Rates (applied to all loans collectively evaluated for impairment - ASC 450-20):

0.74
%

0.95
%

0.83
%

 Adjusted Loss Rates for Substandard Loans (range is based on further disaggregation of loans):

4.5% - 13.5
%

4.5% - 13.5
%

4.5% - 13.5
%

 Adjusted Loss Rates for Special Mention Loans (range is based on further disaggregation of loans):

3.0% - 8.04
%

3.0% - 9.34
%

3.0% - 10.27
%

 Adjusted Loss Rates for Watch Loans:

0.10
%

0.10
%

n/a

 1. Changes in Lending Policies and Procedures:

0.05
%

0.05
%

0.05
%

 2. Changes in Economic and Business Conditions:

0.28% - 0.30
%

0.28% - 0.30
%

0.28% - 0.30
%

 3. Changes in the Nature and Volume of the Portfolio and in Terms of Loans:

0.05% - 0.22
%

0.05% - 0.22
%

0.05% - 0.22
%

 4. Changes in the Experience, Ability, and Depth of Lending Management:

0.02
%

0.02
%

0.02
%

 5. Changes in the Volume & Severity Of Past Due Loans, Non-Accrual Loans, and the Volume and Severity of Adversely Classified
or Graded Loans:

0.26% - 0.30
%

0.26% - 0.30
%

0.26% - 0.30
%

 6. Changes in the Quality of the Bank’s Loan Review System:

0.00
%

0.00
%

0.00
%

 7. Changes in Value of the Underlying Collateral for Collateral-Dependent Loans:

0.00% - 0.29
%

0.00% - 0.29
%

n/a

 8. The Existence and Effect of any Concentrations of Credit and Changes in Levels:

0.16% - 0.30
%

0.16% - 0.30
%

0.16% - 0.30
%

 9. The Effect of other External Factors such as Competition, Legal & Regulatory:

0.00
%

0.00
%

0.00
%

 Range of Total Adjusted Loss Factors:

.092% -14.98
%

0.92% - 14.98
%

0.92% -14.63
%

 4

 Historical Loss Rates

 The Bank’s consideration of significant factors that affect the collectability of the portfolio begins by establishing historical loan loss rates based upon segmentation by loan type with similar
risk characteristics. After a long period of nominal loss rates experienced in the periods prior to 2009, the Bank’s overall average historical losses increased significantly in 2009 and 2010 and then experienced successive declines in 2011 and
2012. The Bank’s methodology employs historical annual net losses in proportion to the average gross loans using a rolling three-year, weighted average of this ratio:

(In 000’s) (Excludes covered loans)

2012

2011

2010

2009

2008

 Annual Loan Losses, net:

$
1,523

$
18,363

$
64,865

$
25,536

$
5,689

 Annual Loan Loss Rate:

0.05
%

0.57
%

1.92
%

0.71
%

0.16
%

 Rolling 3-yr. Simple Ave Loan Loss Rate:

0.85
%

1.07
%

0.93
%

 Adjusted Weighted* Annual Loan Loss Rate:

0.05
%

0.52
%

1.66
%

 Rolling 3-yr. Weighted Ave* Loan Loss Rate:

0.74
%

0.95
%

0.83
%

*
The Bank weights specific loan losses related to the Bank’s former largest customer that represented a disproportionate 53% share of losses incurred in 2010.
The Bank revised its loss factors by applying 50% of the losses incurred on the largest relationship in the years in which those losses were incurred so that the loss factors applied to the remaining portfolio are not unduly distorted and better
reflect the Bank’s actual loss experience. The loans comprising the former largest borrowing relationship were sold by the Bank in March, 2011.

 A significant portion of the loan losses shown above incurred during 2009 and 2010, including those to the former largest borrowing relationship, were in the Commercial Real Estate and Construction Loan
segments. The Bank scaled back the Construction Loan portfolio to relatively immaterial levels as a proportion of the overall loan portfolio, but has continued to be very active in the commercial real estate segment. While certain loan segments have
shown improvement since 2010 moving the overall direction of loan loss rates lower in recent periods, some loan segments have seen weak performance in a counter-cyclical manner which management believes may result in inherent losses embedded
in the Bank’s loan portfolio and not yet realized in our historical loan loss rates. Specifically, at December 31, 2012, we note that the Dairy and Livestock portfolio (which represents approximately 14.7% of the Bank’s total loans)
has suffered significant volatility and industry losses over the referenced period. In addition, certain segments of the Commercial Real Estate portfolio (particularly Commercial Retail and Commercial Office which represent approximately
10.3% and 11.1%, respectively, of the Bank’s total loans) have been slow to recover or experienced setbacks when compared to other segments of the overall loan portfolio. These relatively significant and underperforming segments
total approximately 36% of the Bank’s loan portfolio and management remains concerned about el

CORRESP
1
filename1.htm

CORRESP

 July 15, 2013

 Mr. Amit Pande

 Accounting 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, 2012

 Filed March 1, 2013

File No. 0-10140

 Dear
Mr. Pande,

 This letter is in response to the comments of the staff of the Division of Corporation Finance (the “staff”)
contained in your letter dated June 13, 2013, regarding the above referenced filing of CVB Financial Corp.

 Due to vacation schedules, we
respectfully request an extension of time to August 6, 2013, to respond to the comments of the staff.

 If you have any questions
concerning this letter please do not hesitate to contact me at (909) 483-7211.

 Sincerely,

 /s/ Richard C. Thomas

Richard C. Thomas

Executive Vice President and Chief Financial Officer

 cc: Christopher D. Myers, President and Chief Executive Officer

June 13, 2013

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

Re: CVB Financial Corp.
Form 10-K for Fiscal Period Ended December 31, 2012
Filed March 1, 2013
  File No. 000-10140

Dear  Mr. Myers :

We have reviewed your filing an d 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 ten business days by providing the requested
information or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumst ances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2012

Item 1A. Risk Factors, page 13

1. We note disclosure of your new residential mortgage lending operation which commenced
origination activities in 2012 in addition to brief discussions in your recent earnings
conference calls.  Please tell us and consider revising your future filings to disclo se in detail
this new lending operation, including but not limited to the types of loans offered and related
balances as of December 31, 2012 and March 31, 2013.

Mr. Christopher D. Myers
CVB Financial Corp.
June 13, 2013
Page 2

 Item 7. Management’s Discussion and Analysis of Financial Condition and the Results of
Oper ations

Provision for Loan Losses, page 37

2. We note your disclosure that the decrease in the provision for credit losses was primarily due
to overall improvement in the performance of your loan portfolio. Given the fact that you
have not recorded a provisi on for loan losses during any of the periods since the quarter
ended March 31, 2011, please tell us in detail and revise future filings to provide enhanced
qualitative disclosures explaining how observed changes in the credit quality of various
components of your loan portfolio impacted the amount of the allowance for loan losses
recorded at each period end as well as the resulting provision for loan loss recorded during
the period.  Your analysis should explain how you determined that each component was
directionally consistent with the underlying credit quality of the applicable loan portfolio.
Your analysis should also clearly explain how any refinements to your allowance
methodology , if any,  and th e charge -off of specific valuation allowances during the  period
impacted the amounts recorded and how you considered this impact in your assessment of
the appropriateness of the allowance.  Please be as specific and detailed as necessary to
provide an investor with a clear understanding of the observed changes in credit quality in
each applicable loan portfolio and how these changes, as well as any other key drivers,
impacted each component of the allowance for loan losses.

3. We also note from your allocation of allowance for credit losses table on page 63 that  the
unallocated component of the allowance has increased from $803,000, or 0.76% of your total
allowance for loan losses for non -covered loans at December 31, 2010, to $6.1 million or
6.64% at December 31, 2012. We further note from your March 31, 2013 Fo rm 10 -Q that
this component was $7.1 million or 7.7% of your total allowance for loan losses at March 31,
2013.  Please tell us and revise future filings to present additional granularity regarding the
reasons for the variability in this amount as well as the recent increase, the key drivers
considered in its determination and how those key drivers impacted the amount recorded.
Also discuss any trends or changes from prior periods related to this amount.

Form 10 -Q for Fiscal Quarter Ended March 31, 2013

Note 6. Loan and Lease Receivables and Allowance for Credit Losses, page 18

4. In your Allowance for Credit L osses roll forward on page 22 , we note that you present a
combined allowance under Real Estate for both Commercial real estate and SFR mortgage,
while providing disaggregated information related to these components in the summary table
on page 18 . We note that the underlying credit risk related to these two types of loans are
different and therefore  believe that disaggregated disclosures of the all owance would be
meaningful to an investor.  Please revise your future filings accordingly or tell us why you do
not believe that separate disclosure is necessary.

Mr. Christopher D. Myers
CVB Financial Corp.
June 13, 2013
Page 3

 5. We also note on pages 62 and 63 of your Form 10 -K for the year ended December 31, 2012
your presentation of Summary of Credit Loss Experience and Allocation of Allowance for
Credit Losses as required by Industry Guide 3.  Please revise these tables in future filings to
provide disaggregated information related to Commercial real estate and SFR mo rtgage to
provide information consistent with that provided for the loan categories used in loan
portfolio disclosures on page 47.

6. We note that your troubled debt restructurings (TDRs) have continued to increase and total
$87.2 million as of March 31, 201 3.  Please tell us and revise your future filings to provide a
roll forward of your TDRs for each period presented that will allow for an understanding of
the gross moveme spints within these balances.  To the extent that restructured loans are
removed from TD R classification, please provide us with an analysis that supports your
determination to remove these loans from TDR classification.

             We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be  certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsib le for the accuracy
and adequacy of the disclosures they have made.

            In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the discl osure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding ini tiated by
the Commission or any person under the federal securities laws of the United States.

You may contact John A. Spitz, Staff Accountant,  at (202) 551 -3484  or me at (202) 551 -
3423  with any  questions.

Sincerely,

 /s/ Amit Pande

Amit Pande
Accounting Branch  Chief

June 1 2, 2012

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 Fis cal Year Ended December 31, 2011
Filed February 29, 2012
Form 10 -K for the Fiscal Year Ended December 31, 201 0
Filed March 1, 2011
File No. 0 -10140

Dear Mr. Myers:

We have completed our review of your filings.  We remind you that our  comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the C ommission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Ex change Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Amit Pande

Amit Pande
Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence

 May 8, 2012

 Mr. Amit Pande

 Accounting 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, 2011

 Filed February 29, 2012

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

 Filed March 1, 2011

 File no. 0-10140

Dear Mr. Pande,

 This letter
is in response to the comment of the staff of the Division of Corporation Finance (“Staff”) contained in your letter dated April 19, 2012, regarding the above referenced filings of CVB Financial Corp., including its principal subsidiary,
Citizens Business Bank (collectively, “CVBF” or “Company” or the “Bank”). For your convenience, the Staff’s comment is set forth below in italics, followed by our response.

Comment:

1.
We note your response to comments 1 and 5 of our letter dated November 29, 2011 which indicates that you are relying on the global cash
flows of the primary borrower and any guarantors and all their respective related entities in determining whether a borrower is experiencing financial difficulties. Please tell us how you considered the guidance in ASC 310-40-15-20 and in particular
ASC 310-40-15-20(e), which requires you to forecast the debtor’s ability to service its debt with entity-specific cash flows, when determining a borrower is experiencing financial difficulty and whether a given modification should be accounted
for as a troubled debt restructuring.

 Response:

When determining whether or not a loan modification is a troubled debt restructuring (“TDR”) under ASC 310-40, the Bank will
first evaluate the Borrower’s financial condition to determine if it is experiencing financial difficulties utilizing, among other factors, those specific factors described in ACS 310-40-15-20. The Bank typically prepares a financial analysis
reflecting an evaluation of these factors for each potential TDR under consideration, which includes an evaluation of all surrounding facts and circumstances. No one specific factor is determinative of the Borrower’s financial condition and the
Bank must exercise careful judgment in reaching any final decision regarding the identification of the loan as a TDR.

 The
Bank considers each modification request on its own merits. As part of our evaluation, the Bank will specifically consider ACS 310-40-15-20(e), which states “on the basis of estimates and projections that only encompass the debtor’s
current capabilities, the creditor forecasts that debtor’s entity-specific cash flows will be insufficient to service any of its debt (both interest and principal) in accordance with the contractual terms of the existing agreement for the
foreseeable future.”

 The Bank’s evaluation begins with an analysis of entity-specific cash flows of its
primary borrower utilizing estimates and projections only encompassing the debtor’s current capabilities. The Bank then exercises careful judgment in its evaluation of this specific factor because we recognize that a debtor’s
entity-specific cash flows are pliable and subject to the discretionary decisions of its ownership, who are often guarantors of the debtor’s obligation to the Bank because our underwriting practices generally require guarantees of borrowing
entities by their principal owners. In general, there are various approaches that may be taken to “normalize” the cash flow of the specific borrowing entity to determine its current capability to generate sufficient cash flows to service
its debt for the foreseeable future. Given the Bank’s operation and focus as a relationship-oriented business bank, with the majority of our lending activities to closely-held businesses and/or their owners, we view guarantors of entities to
which we lend as tantamount to co-borrowers, and therefore must carefully consider the inter-play between various discretionary factors affecting entity-specific cash flows and not merely each factor in isolation. In this analysis, we are referring
to owners who not only guarantee the business debt, but who are also involved in the significant decision making of the firm. In some cases, there are third-party guarantors who are not involved in or knowledgeable about significant management
decisions at the borrower. In the latter case, we would not take these guarantors into consideration in our global cash flow analysis to determine if the borrower is troubled. Where, for example, the borrower is a law firm which has obtained an
equipment loan requiring the maintenance of a certain cash flow coverage against contractual monthly principal and interest payments, but its principals (who are also guarantors) have elected to distribute excessive amounts to themselves, apparently
leaving insufficient cash flow in the entity to service debt, the Bank must assess the debtor’s cash flow capabilities in light of these discretionary payments, the basis of the principals’ decision to make such payments, the resulting
impact to both the borrower-specific and guarantors’ cash flows, the extent of the guarantor’s personal excess cash flow and any reverse impact of the guarantor’s direct and indirect obligations which may impose on the sustainability
of the borrower’s cash flows.

 Because of the ability of the principals who operate closely-held entities (who typically
are also guarantors in commercial relationships) to exert significant control over entity-specific cash flows in many forms (e.g. salaries, bonuses, dividends, distributions, loans, advances, etc.), we believe it is incumbent upon the lender to
ascertain the full impact to the cash flow of the borrowing entity wrought by such discretionary payments to principals/guarantors; but in our judgment, it is more inclusive and more accurate to do so from the perspective of evaluating
entity-specific cash flow within the context of global cash flow and its impact on the borrowing entity. We carefully evaluate the personal cash flow of the guarantors in order to determine if they have excess funds which could be contributed or
lent back to the borrowing entity if necessary to service its debts. In our example of the law firm, where the principals/guarantors have sufficient personal cash flow to service both direct and contingent obligations, if any, for the foreseeable
future, and on-going discretionary payments made from the borrower that reduce entity-specific cash flows are utilized by the principals to increase personal net worth and outside liquidity, we believe that entity-specific cash flows and cash flow
capabilities should not be characterized as insufficient merely because when viewed in isolation the borrower does not appear capable of servicing its debt. While these are issues that we often address with borrowers operating under these
circumstances as it relates to covenant compliance and the like, such issues do not necessarily produce adverse consequences as it relates to the capability of the borrower to service its obligations in the foreseeable future. In summary, our
analysis seeks to include various factors, and the inter-play between them, that may affect entity-specific cash flows and cash flow capabilities, and we include the use of estimates and impact of global cash flow on the Bank’s entity-specific
borrower to carefully evaluate whether or not the borrower is truly experiencing financial difficulties.

 Ultimately, the Bank
exercises judgment when evaluating entity-specific cash flows in the context described above and in forecasting whether or not the entity-specific cash flows will be insufficient to service any of its debt for the foreseeable future, pursuant to the
referenced guidance. In our letter response dated February 21, 2012, specifically our responses to Comment 1 and Comment 5, we highlighted various distinctions predicated on our assessment of the global cash flow as it pertains to entity-specific
(or property-specific) cash flows and our rationale for the application of this factor. The analysis contained therein should be considered within the context of our evaluation process described above, which we believe provides further rationale for
our treatment of this factor under the guidance.

 We hope that we have addressed your comment satisfactorily. If you have any
questions concerning this letter or if you would like additional information, please do not hesitate to contact me at (909) 483-7211.

Sincerely,

 /s/ Richard C. Thomas

Executive Vice President and

Chief Financial Officer

 cc:    Christopher D. Myers, President and Chief Executive Officer

 2

April 19, 2012

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, 2011 Filed February 29, 2012 Form 10-K for the Fiscal Year Ended December 31, 2010 Filed March 1, 2011 File No. 0-10140

Dear Mr. Myers:
We have reviewed your response letter date d February 21, 2012 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 ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
 Form 10-K for the fiscal year ended December 31, 2011

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Non-Performing Assets (Non-Covered), page 60
 1. We note your response to comments 1 and 5 of  our letter dated November 29, 2011 which
indicates that you are relying on the global cash flows of the primary borrower and any
guarantors and all their respective related en tities in determining whether a borrower is
experiencing financial difficulties.  Please te ll us how you considered the guidance in ASC
310-40-15-20 and in particular ASC 310-40-15-20 (e), which requires you to forecast the
debtor’s ability to service its debt with ent ity-specific cash flows, when determining whether

Christopher D. Myers
CVB Financial Corp. April 19, 2012
Page 2

 a borrower is experiencing financial difficulty and whether a given modification should be
accounted for as a trouble d debt restructuring.
 You may contact Benjamin Phi ppen, Staff Accountant, at (2 02) 551-3697 or me at (202)
551-3423 if you have questions.
  Sincerely,
  /s/ Amit Pande
Amit Pande Accounting Branch Chief

CORRESP
1
filename1.htm

SEC Response Letter

 February 21, 2012

 Mr. Amit Pande

 Accounting 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

 Form 10-Q for the Fiscal
Quarter ended June 30, 2011

 Filed August 9, 2011

 Form 10-Q for the Fiscal Quarter ended September 30, 2011

 Filed November 9,
2011

 File No. 0-10140

 Dear Mr. Pande,

 This letter is in response to the comments of the staff of the Division of Corporation Finance (“Staff”) contained in your letter dated November 29, 2011, regarding the above referenced
filings of CVB Financial Corp., including its principal subsidiary, Citizens Business Bank (collectively, “CVBF” or “Company” or the “Bank”). For your convenience, the Staff’s comments are set forth below in
italics, followed in each case by our responses.

 Comment:

1.
We note your response to comment 1 in your letter dated September 2, 2011 and your enhanced disclosures on page 11 of the September 30, 2011 Form 10-Q
describing the underlying reasons to support your conclusion why certain modified loans are not classified and accounted for as troubled debt restructurings. In order for 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 terms 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 discussion comparing and contrasting the circumstances under which you would and would not consider the modifications to
meet the criteria to be classified and accounted for as troubled debt restructuring.

 Response:

When determining whether or not a loan modification is a troubled debt restructuring (“TDR”) under ASC 310-40, the Bank
evaluates loan modification requests from borrowers experiencing financial difficulties on a case-by-case basis. Any such modifications granted are evaluated based upon the borrower’s specific attributes and circumstances, and are not readily
categorized by type, key features, or other terms, but instead are evaluated individually based on relevant facts and judgments pertaining to the modification request and the borrower’s/guarantor’s financial condition at the time of the
request. The Bank’s evaluation centers on whether or not the Bank for economic or legal reasons related to the debtor’s financial difficulties grants a concession to the debtor that it would not otherwise consider (ASC 310-40-15-5). The
debtor is presumed to be experiencing financial difficulties if the Bank determines it is probable the debtor will default on the original loan if the modification is not granted.

In addition to our internal evaluation process described throughout this response, it is the Bank’s practice to discuss our analysis
and conclusions of the most significant or material trouble debt restructurings not only internally, but also with its outside auditors and bank regulators and, on occasion, the Bank has reclassified or changed an initial determination to reflect
the auditors’ or regulators’ views.

 The types of loans subject to modification vary greatly, but during the subject
period are concentrated in commercial and industrial loans, dairy and agricultural loans, and term loans to commercial real estate investors.

 Some examples of key features include payment deferrals and delays, interest rate reductions, and extensions or renewals where the contract rate may or may not be below the market rate of interest for
debt with similar characteristics as those of the modified debt. The typical length of the modified terms often ranges from three (3) to twelve (12) months; however, all actual modified terms will depend on the facts, circumstances and
attributes of the specific borrower requesting a modification. In general, after a careful evaluation of all relevant facts and circumstances taken together, including the nature of any concession, certain modification requests will result in
troubled debt restructurings while certain other modifications will not, pursuant to the criteria and judgments as discussed further in this response.

 Key features under modifications to borrowers that are real estate investors may typically include delay in payments or deferral of principal to allow time to improve the

 2

cash flow of the underlying income property serving as collateral. In many cases, such delays or deferrals of principal were evaluated and determined to be exempt from TDR reporting because they
constituted insignificant delays under ASC 310-40-15 (please refer to the detailed response under Comment #2 below describing the guidance and analysis utilized by the Bank in determining when a delay in payment is insignificant).

Most modified loans not classified and accounted for as troubled debt restructurings were performing and paying as agreed under
their original terms in the six-month period immediately preceding a request for modification. Subsequently, these modified loans continue to perform under the modified terms and deferrals that amounted to insignificant delays which is supported by
the fact that the affected loans will typically revert to their original terms after a short period (typically three (3) to twelve (12) months). Payment performance continues to be monitored once modifications are made. The Bank’s
favorable experience regarding “re-defaults” under modified terms, or upon return of the loan to its original terms, indicates that such relief often improves ultimate collection and reduces the Bank’s risk of loss. The Bank’s
re-default rate, expressed as the proportion of modified loans outstanding that have defaulted subsequent to the original modification date to the total of all modified loans outstanding as of the stated period then ended, was 1.19% at 12/31/10 and
2.35% at 9/30/11.

 The Bank’s ability to collect the full contractual principal and interest on the original terms of the
modified loan is evaluated first by reviewing the existing and projected cash flow of the primary borrower, the combined global cash flow of the borrower and any guarantors and all their respective related entities, the liquidity and financial
resources of the guarantor to supplement cash flow, the collateral position, and other factors or indicia that may affect the borrower’s financial capacity to pay. The Bank also evaluates whether it is probable that the debtor will default on
any of its debts in the foreseeable future.

 There are many factors which can be distinguished in determining whether or not a
given modification should be accounted for as a troubled debt restructuring. These factors become apparent when comparing and contrasting the facts and circumstances of specific modifications not disclosed and reported as troubled debt
restructurings with those modifications that are determined to constitute troubled debt restructurings.

 For example, with
regard to borrowers that are real estate investors, these borrowers often hold their real estate investments in single-asset entities and experience financial difficulties because an income property is incurring higher than usual vacancies and/or
rents have been reduced, thereby lowering net operating income below the Bank’s required debt service coverage ratios. In such cases, and where the borrower seeks a modification, the Bank will evaluate the borrower’s capacity to pay,
including assessing the borrower’s global cash flow and the guarantor’s liquidity reserves to determine whether a shortfall on a specific property can be supported by the cash flow contribution of other properties or by cash reserves and,
if so, for what duration. Other factors considered are whether the interruption to cash flow is temporary based on market perception of current demand for the property, the ability of the borrower to negotiate

 3

leases or market the property, or the borrower’s capacity to make reasonable short-term concessions to attract or retain tenants. The Bank will consider, on a case-by-case basis, such
modifications and base its decision regarding the classification of the modification (i.e. troubled debt restructuring or mere modification) on the analysis of the borrower’s overall financial condition, the specific facts and
circumstances giving rise to the requested concession, as well as the nature of the concession itself.

 Where it is evident
that global cash flow is sufficiently strong and sustainable to support the immediate cash flow shortfall, and where the modification request is reasonable in relation to the borrower’s circumstances and assists the borrower in its efforts to
accommodate a temporary shortfall in entity-specific or property cash flow without further depleting capital, the Bank’s modification to grant or deny a delay in payments or deferral of principal is evaluated as described in further detail
under the response to Comment #2.

 Where the global cash flow is breakeven or only marginally adequate, but the
guarantor’s liquidity and other financial reserves are proportionately strong relative to the shortfall of cash flow over a reasonable duration relative to the expected remaining life of the loan, the Bank will still consider modifications to
improve temporary shortfalls and evaluate the request as described in further detail under the response to Comment #2.

 In
each of the two recurring scenarios described above, after evaluating all the facts and circumstances considered together and despite the insufficiency of entity-specific cash flows, the Bank’s general conclusion would generally be that
(i) it is not probable the debtor will default on the original loan if the modification is not granted and (ii) it is not probable the borrower will default in the foreseeable future. The information noted above, along with
various factors utilized in evaluating a borrower’s financial condition pursuant to the Bank’s formal TDR policy, is important to any determination of the threshold question whether the borrower is experiencing financial difficulties, and
in our view supports the position that the modification need not be classified and accounted for as a troubled debt restructuring.

 By contrast, where the Bank establishes that global cash flow is insufficient and/or where the liquidity and financial resources of the guarantor are only moderate in relation to the debt or in proportion
to the cash flow short fall over a reasonable duration, or where the cash flow short fall is projected to continue indefinitely due to factors related to the property or the borrower’s capacities to support the loan, the Bank’s
modification would likely be accounted for as a troubled debt restructuring unless the concession itself was insignificant (ASC 310-20-35) or the collateral proffered by the borrower to the Bank as an inducement to make the concession serves
as adequate compensation for such concession.

 Where the Bank establishes that the probability of default exists because of
inherent weaknesses among the factors noted above, the analysis then focuses on the nature of the concession. The most frequent forms of modifications extended by the Bank are principal deferrals and rate reductions or loans renewed at their
existing rate or

 4

even a higher rate, which may or may not be below the market rate for debt with similar risk characteristics. With regard to principal deferrals, the analysis will center on both the amount and
timing of payments (as discussed in the response to Comment #2), including whether the amount of restructured payments subject to delay is insignificant relative to the unpaid principal balance or collateral value of the debt and the frequency of
payments, the loan’s original maturity and/or its expected duration.

 In case of the interest rate-market rate
modifications, the Bank will attempt to ascertain whether the borrower would have access to funds at a market interest rate for debt with risk characteristics similar to those of the restructured debt. If the Bank concludes the borrower would not be
able to obtain such a loan in the marketplace, or if the Bank is unable to obtain a market rate of interest on the debt, then the modification or renewal of the loan would be considered at below market rate and represent a rate concession that would
generally be reportable as a troubled debt restructuring.

 Where the Bank is primarily negotiating to shore-up its collateral
position when the current market value inadequately covers the loan amount, the Bank’s classification of any corresponding modification will depend on whether or not the consideration of additional collateral is significant in proportion to the
nature of the concession requested and substantially reduces the Bank’s risk of loss. In such cases, the Bank will generally take the position that, in substance, no concession was made as a result of the significant additional collateral
obtained. In such a case, where the borrower’s financial difficulties are well-established, the modified terms will be evaluated in light of the relationship between the value of the proffered collateral (given the loan amount and terms) and
the nature of the concession under consideration by the Bank. This more infrequent scenario involving an assessment of the consideration relative to the concession requires careful judgment and may or may not result in a modification disclosed and
reported as a troubled debt restructuring, depending on all the facts and circumstances taken together.

 Comment:

2.
We note your disclosure on page 11 of the September 30, 2011 Form 10-Q that loans are reported as troubled debt restructurings 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 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 as insignificant. As part of your response, explain whether, and if so, how you assess
the restructured payments and/or collateral are sufficient to cover the contractual amount due.

 5

 Response:

 The Bank’s policy regarding when loans are reported as a troubled debt restructuring provides more precise language as follows:

“A restructuring of debt constitutes a Troubled Debt Restructuring if the Bank for economic or legal reasons related to the
debtor’s financial difficulties grants a concession to the debtor that it would not otherwise consider” (ASC 310-40-15-5).

 We will modify the language in our Form 10-K and 10-Q filings going forward to reflect more specifics about our internal policy on the subject matter.

In situations where the Bank has determined that the borrower is experiencing financial difficulties and is evaluating whether a
concession is insignificant, and therefore does not result in a troubled debt restructuring, the Bank’s decision is based on an evaluation of both the amount and the timing of the restructured payments, including the
following factors:

1.
Whether the amount of the restructured payments subject to delay is insignificant relative to the unpaid principal balance or collateral value of the debt and will
result in an insignificant shortfall in the contractual amount due; and

2.
The delay is insignificant relative to any of the following:

a.
The frequ

CORRESP
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filename1.htm

SEC Letter

 February 1, 2012

 Mr. Amit Pande

 Securities and Exchange Commission

Division of Corporation 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

 Form 10-Q for the Fiscal Quarter ended June 30, 2011

 Filed August 9, 2011

 Form 10-Q for the Fiscal Quarter ended September 30, 2011

 Filed
November 9, 2011

 File No. 0-10140

 Dear Mr. Pande,

 I am in receipt of your letter dated November 29, 2011 addressed to
Mr. Christopher D. Myers, President and Chief Executive Officer of CVB Financial Corp. which I did not receive until January 26, 2012.

 We are currently reviewing your comment letter and will be formulating our responses to them. Due to the late nature of receiving your comment letter, we are requesting an extension to respond to your
comments until February 20, 2012.

 To avoid any similar delays in the future, I am requesting that you send simultaneous copies of any
communications on this subject to my direct attention (rcthomas@cbbank.com) and to the direct attention of our controller, Francene LaPoint (flapoint@cbbank.com).

 We appreciate your consideration of our request, and you may contact me at (909) 483-7211 if you have any questions.

 Sincerely,

CVB FINANCIAL CORP.

By:

 /s/ Richard C. Thomas

Richard C. Thomas

Executive Vice President and Chief Financial Officer

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

CORRESP
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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.

2

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

CORRESP
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filename1.htm

Correspondence

July 25, 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;

On behalf of CVB Financial Corp. ( the “Company”), this letter will confirm my telephone conference with Mr.
Benjamin Phippen wherein I indicated that the Company will require additional time to file a response to the comment
letter issued on July 15, 2011 relating to the above-referenced matters. The Company anticipates filing its response
no later than September 5, 2011.

If you have any questions concerning this matter or if you would like any additional information, please do not
hesitate to contact me at (909) 483-7211 or Jeff Lankey at (909) 483-7255.

Sincerely,

/s/ Richard C. Thomas

Richard C. Thomas

cc: Christopher D. Myers, President and Chief Executive Officer

July 15, 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
 File No. 0-10140
Dear Mr. Myers:

We have reviewed your filing 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 ten business days by amending your filing, 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 include a draft of your proposed disclosures that clearly identifies new or revised disclosures.  If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, 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 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

Christopher D. Myers CVB Financial Corp. July 15, 2011 Page 2

 these period ends that were not classified and accounted for as troubled debt
restructurings and the underlying reasons to support your classification.
 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.

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 immedi ately 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.

Christopher D. Myers CVB Financial Corp. July 15, 2011 Page 3

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

 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.
 5. We note your disclosure on page 57 that the increase in non-performing loans from
December 31, 2009 to December 31, 2010 was primarily attributable to your largest borrowing relationship and other commercial real estate and commercial construction loans. We also note your disclosure on pages 35 and 54 of the March 31, 2011 Form 10-Q that you sold six of seven notes previously held in connection with the aforementioned

Christopher D. Myers CVB Financial Corp. July 15, 2011 Page 4

 borrowing relationship.  Given the fact that almost all of the loans associated with this
lending relationship were sold in the first quarter of 2011, we understand that enhanced disclosures related to this borrowing relationship may not be necessary in future filings.  However, in future filings, to the extent that a few lending relationships make up the majority of your non-performing loans, please enhance your disclosure to include the following:

 General information about the borrower (e.g., residential land developer, commercial
business, etc);
 Type of collateral securing the loan;

 Amount of total credit exposure;

 Amount of allowance associated with the lending relationship;

 Quantification of any charge-offs associated with the lending relationship; and

 Any special circumstances surrounding the loan (e.g., out-of-market, loan
participation, etc)

Changes in Internal Control over Financial Reporting, page 77

6. In future filings, please place your disclosure regarding Disclosure Control and
Procedures under Item 9A and under a separate subheading.

Form 10-Q for the Fiscal Quarter Ended March 31, 2011
 Financial Statements

Consolidated Balance Sheets, page 4
 7. We note your disclosure relating to your FDIC-assisted transaction with San Joaquin
Bank (“SJB”).  Please revise your future filings beginning with your Form 10-Q for the period ended June 30, 2011 to:

 distinguish between covered loans and non-covered loans on your balance sheet; and

 clearly state your accounting policies for determining your allowance for loan losses
on covered loans acquired from SJB. Please refer to SAB Topic 11N.

Christopher D. Myers CVB Financial Corp. July 15, 2011 Page 5

Summary of Significant Accounting Policies
Note 4. Allowance for Credit Losses and Other Real Estate Owned (Non-Covered Loans), page
20
 8. Please provide us with, and revise future filings to describe, the risk characteristics of
each loan portfolio segment.  Refer to 310-10-50-11B(a)(2) for guidance.
 9. Please tell us, and revise future filings to describe, your policy for charging off
uncollectible financing receivables by loan portfolio segment.  Refer to ASC 310-10-50-
11B(b) for guidance
 10. Please provide us with, and revise future filings to quantify, the amount of any purchases,
sales or reclassifications to held for sa le.  Refer to ASC 310-10-50-11B(e) and (f)) for
guidance.
 11. Please tell us, and revise future filings to describe, your policy for placing receivables on
nonaccrual status by class  of financing receivable .  Refer to ASC 310-10-50-6(a)) for
guidance.  In the event your methodology is consistently applied across all classes of financing receivables, please revise future filing disclosure accordingly.
 12. Please tell us, and revise future filing accounting policy disclosures to disclose, your
policy for determining past due or delinquenc y status.  Refer to ASC 310-10-50-6(e)) for
guidance.
 13. Please tell us, and revise future filings to explicitly disclose, the date or range of dates for
which your loan risk rankings were updated.  Refer to ASC 310-10-50-29(c) for guidance.
 14. Please tell us, and revise future filings to discuss, the factors you consider in determining
that you will be unable to collect all principal and interest payments due in accordance with the contractual terms of the loan agreement.  Refer to ASC 310-10-50-15(e) for guidance.
 15. Please tell us, and revise future filings to disclose, the amount of interest income
recognized using a cash-basis method, if practicable (310-10-50-15(c)(3) ; 310-10-55-10
for guidance.
 16. Please tell us, and revise future filings to disclose, the amount of interest income that
represents the change in present value attributable to the passage of time or disclose that you recognize this amount as bad-debt expense.  Refer to ASC 310-10-50-19 for guidance.

Christopher D. Myers CVB Financial Corp. July 15, 2011 Page 6

 17. We note your disclosure on page 29 that non-covered 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 and that these appraisal values may be adjusted based on factors such as the changes in market conditions from the time of valuation or discounted cash flows of the property.  We also note your disclosure beginning 27 that the majority of your non-accrual loans have already been written down to their net realizable value and that approximately $113.3 million, or 94.3% of your non-covered impaired loans had no related allowance at March 31, 2011.  Please provide us with the following information and revise your future filings accordingly:

 The amount and / or percentage of loans that were considered collateral dependent;

 The amount of impaired loans measured using: (1) present value of expected future
cash flows discounted at the loan’s effective interest rate; (2) the loan’s observable market price; or (3) the fair value of the collateral, if the loan is collateral dependent;

 As it relates to collateral dependent loans, a comprehensive discussion of the methods
used to estimate the fair value.  When describing the appraisal process, please address how often you obtain updated appraisals for your collateral and in the event you use automated valuation methodologies, explain the procedures you perform to validate the results of these valuation methodologies in the event they are not based on current appraisal data;

 The approximate amount or percentage of impaired loans for which the Company
relied on current third party appraisals of the collateral to assist in measuring impairment versus those for which current appraisals were not available (please define “current”);
 The typical timing surrounding the recognition of a collateral dependent loan as
nonperforming, when you order and receive an appraisal, and the subsequent recognition of any provision or related charge-off. In this regard, tell us if there have been any significant time lapses during this process;
 In more detail, the procedures you perform to monitor these loans between the receipt
of an original appraisal and the updated appraisal;
 Whether you have charged-off an amount diffe rent from what was determined to be
the fair value of the collateral as presented in the appraisal for any period presented.  If so, please tell us the amount of the difference and corresponding reasons for the difference, as applicable;
 How you account for any partially charged-off loans subsequent to receiving an
updated appraisal. In this regard, specifically tell us your policies regarding whether

Christopher D. Myers CVB Financial Corp. July 15, 2011 Page 7

 or not these loans return to performing or remain in a non-performing status, in
addition to whether or not any of the terms of the original loans have been modified (e.g. loan extension, changes to interest rates, etc);
 In the event that you do not use external appraisals to fair value the underlying
collateral for impaired loans or in cases where the appraisal has not been updated to reflect current market conditions, please provide us with a comprehensive response which discusses your process and procedures for estimating the fair value of the collateral for these loans; and
 For those loans where you determined that no specific valuation allowance was
necessary, the substantive reasons to support this conclusion.

In the event these policies vary by loan type, please consider providing disaggregated disclosures to explain your policy for measuring impairment.  In addition, please provide similarly enhanced disclosure in your fair value footnote as it relates to these assets that are measured at fair value on a nonrecurring basis.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Loans, page 49
 18. Please provide us with, and revise future f ilings to include, an enhanced discussion of
your underwriting policies and procedures for the major loan products in each lending category. Discuss lending requirements such as credit requirements and documentation requirements.
   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.       In responding to our comments, please provide a written statement from the company acknowledging that:
  the company is responsible for the adequacy and accuracy of the disclosure in the filing
 staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the filing;
 the company may not asset staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.  You may contact Benjamin Phippen, Staff Accountant, at (202) 55

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

November 15, 2005
Mail Stop 4561

By U.S. Mail and facsimile to (909) 481-2120

Mr. Edward J. Biebrich, Jr.
Chief Financial Officer
CVB Financial Corp.
701 N. Haven Avenue, Suite 350
Ontario, CA  91764

Re:	CVB Financial Corp.
      Form 10-K for Fiscal Year Ended December 31, 2004
	File No.  000-10140

Dear Mr. Biebrich:

	We have completed our targeted review of your Form 10-K and
related filings and have no further comments at this time.

Sincerely,

							John P. Nolan
							Accounting Branch Chief
??

??

??

??

Edward J. Biebrich, Chief Financial Officer
CVB Financial Corp.
Page 1 of 1

</TEXT>
</DOCUMENT>

CORRESP
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701 North Haven Ave., Suite 350

Ontario, CA 91764

(909) 980-4030

October 27, 2005

Mr. John P. Nolan

Accounting Branch Chief
Securities and Exchange
Commission
Washington, D.C. 20549

Dear Mr. Nolan:

On behalf of CVB Financial Corp., (the
“Company”), set forth below is our response to the comment letter dated October
7, 2005 (the “Comment Letter”) with respect to Note 2 to the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2004.

          1.

          Please tell us why there was an adjustment made to the carrying value of both
          series B and N securities on August 19, 2004. In your response, please fully
          explain the facts and circumstances surrounding your decision to make these
          adjustments and how your previous write-downs impacted this analysis. Refer to
          relevant sections of SFAS No. 115 and SAB Topic 5:M as appropriate.

Subsequent
to our write-down in March 2004 and after June 30, 2004, we determined, based on the
fluctuating price of the securities and the prevailing interest rate environment, that we
should move these two securities into our Trading account so that the securities would be
eligible for trading. SFAS 115 indicates that securities may be transferred from
Available-for-Sale to Trading; however, such transfers would be rare. We later determined
that we had transferred the securities to the Trading category in error because we did not
meet the criteria under SFAS 115 and then transferred the securities back to the Available
for Sale category. The original date of transfer to the Trading category was in June 2004.
During the period from the original transfer date to the date that the error was
determined to have occurred, the Company recorded appreciation in the amount of $890,000.
The error in reporting was evaluated for materiality by management and continues to be
evaluated on a quarterly basis for materiality as it is non-reversing.

John P. Nolan

Securities and Exchange Commission
 Page 2

          2.

          We noted your response in your letter dated August 15, 2005 in which you refer
          to the five factors in your quarterly determination of whether an
          other-than-temporary impairment exists. Please explain in your response letter
          how the following factors influenced the amount and timing of your impairment
          determination for Series N:

o

it would appear that you had an unrealized loss position on this security for 38 out of
the 42 months presented, including those months closely related to your write-down in
early 2004;

o

it would appear that subsequent to your August 2004 adjustment, additional unrealized
losses were noted for each successive month-end and ranged up to a 25% unrealized loss on
the then-adjusted carrying value which appears inconsistent with your view that you
anticipated a recovery in market value over time;

o

your acknowledgment that the interest rate environment has contributed to this decline
which is one of the five factors you consider in your quarterly analysis; and

o

using historical experience in concluding that the lack of any current yield-spread
widening between Freddie Mac subordinated (and senior) debts and U.S. Treasury debt is/was
an appropriate proxy in determining that no current credit quality deterioration existed.

As
indicated in our August 15, 2005 response to the SEC, we have historically analyzed this
security as a debt-like security. Accordingly, we believed that the security was neither
permanently nor other-than-temporarily impaired due to the fluctuations in market value
each month. In March 2004, following the issuance of EITF 03-1, we wrote down this
security as of March 31, 2004. Our decision was based, in part, on the length of time of
unrealized loss—in this case, more than twelve months. We perform a quarterly
analysis on each of the securities to determine whether we believe that the securities are
other-than-temporarily impaired. While the securities have been in a loss position for 38
out of the 42 months in question, the value of the securities has fluctuated significantly
and in some months the values have returned to their carrying basis.

John P. Nolan

Securities and Exchange Commission
 Page 3

We continue to anticipate a recovery
in the market value of this security over time. We recognize that the length of time for
recovery of a debt security (or security which has the characteristics of a debt security)
can vary substantially. Some traditional bonds could take thirty years to return their
value. As an example, as of July 2005 we had an unrealized loss of $3.58 million on this
security (as reported on Exhibit A to our letter of August 15, 2005). As of September 2005
we had an unrealized loss of $2.44 million. We believe this indicates a substantial
recovery in the market value of this security. We will continue to evaluate this security
on a quarterly basis for other-than-temporary impairment. We will also evaluate the
securities for the foreseeable future as discussed in the Topic 5M. Our investment
portfolio diversification and liquidity position both support our ability and intent to
hold these securities for the foreseeable future. In addition, our capital position, as
calculated for regulatory purposes, demonstrates that we are well capitalized, further
indicating our ability to hold these securities.

We
consistently analyze the effect of the interest rate environment on our entire securities
portfolio. The declines in the market value prior to our write-down were anticipated since
we were in a declining rate environment. The market value of these investments typically
declines when interest rates decline. There is also a tax benefit feature to these
securities, and as a result, when the interest rates decline the tax benefit feature also
declines which also puts downward pressure on the market value. With the consistent rise
in interest rates in 2005, we have seen the unrealized loss decrease from $5.26 million in
December 2004 (as reported on Exhibit A to our letter of August 15, 2005) to $2.44 million
in September 2005. We believe interest rates will increase, increasing the market value of
these securities.

We respectfully note that there has
been no downgrade in the credit ratings for this security over the last four years.
However, because rating agencies may not update their rating on a current basis, we
evaluate the spreads between Freddie Mac subordinated debt and U.S. Treasuries as a
barometer to determine if the market place is pricing a potential downgrade in the
security. Since the spreads have not widened significantly, we do not believe that a
downgrade is imminent.

John P. Nolan

Securities and Exchange Commission
 Page 4

     3.
          As a related matter:

o

please address the final two bullet points in the above comment for the Series B security
in your response letter; and

o

tell us how you determined the appropriateness of the amount and timing of an other than
temporary impairment on this security considering noted unrealized losses for 24 out of
the last 33 months, which includes periods prior to and subsequent to your 2004 impairment
write-down.

The
Series B security performed comparably to the Series N security during the declining
interest rate environment. However, despite the rise in interest rates in 2005, we have
seen wide fluctuations in the value of the Series B security. Though the unrealized loss
has increased from $275,000 in December 2004 to $1.9 million in September 2005, during the
intervening period we have seen unrealized gains in the Series B security. We continue to
monitor this security on a quarterly basis and over our twelve to eighteen month time
frame. As recent as February 2005, the fair value has exceeded the carrying value.

As
with the Series N security, there has been no downgrade in the rating for this security
over the last four years. We use the spreads between Freddie Mac subordinated debt and
U.S. Treasuries as a barometer to determine if the market place is pricing a potential
down grade in the security. Since the spreads have not widened significantly, we do not
believe that a downgrade in the Series B security is imminent.

As
set forth above, following the issuance of EITF 03-1 and discussions with our then
external auditors, we wrote down this security in March 2004. Part of this decision was
based on the length of time that the security remained in an unrealized loss position. Our
internal policies require us to assess the securities for an impairment when the
securities have been in a significant loss position without recovery to its carrying value
for a period of twelve to eighteen months.

We hereby acknowledge that (i) the
Company is responsible for the adequacy and accuracy of the disclosure in the filing; (ii)
staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and (iii) the Company may
not assert staff comments as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.

John P. Nolan

Securities and Exchange Commission
 Page 5

We believe this letter is responsive
to your request. Do not hesitate to call upon us should you need any additional
information on this matter.

Sincerely yours,

/s/ Edward J. Biebrich, Jr.

Executive Vice President
Chief Financial Officer

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

October 7, 2005
Mail Stop 4561

By U.S. Mail and facsimile to (909) 481-2120

Mr. Edward J. Biebrich, Jr.
Chief Financial Officer
CVB Financial Corp.
701 N. Haven Avenue, Suite 350
Ontario, CA  91764

Re:	CVB Financial Corp.
      Form 10-K for Fiscal Year Ended December 31, 2004
	File No.  000-10140

Dear Mr. Biebrich:

      We have reviewed your response letter dated August 16, 2005
and
have the following additional comments.

Form 10-K

Notes to Consolidated Financial Statements

Note 2 - Investment Securities, page 69
1. Please tell us why there was an adjustment made to the carrying
value of both series B and N securities on August 19, 2004. In
your
response, please fully explain the facts and circumstances
surrounding your decision to make these adjustments and how your
previous write-downs impacted this analysis.  Refer to relevant
section of SFAS No. 115 and SAB Topic 5:M as appropriate.

2. We note your response in your letter dated August 15, 2005 in
which you refer to the five factors in your quarterly
determination
of whether an other-than-temporary impairment exists.  Please
explain
in your response letter how the following factors influenced the
amount and timing of your impairment determination for Series N:

* it would appear that you had an unrealized loss position on this
security for 38 out of the 42 months presented, including those
months closely related to your write-down in early 2004;

* it would appear that subsequent to your August 2004 adjustment,
additional unrealized losses were noted for each successive month-
end
and ranged up to a 25% unrealized loss on the then-adjusted
carrying
value which appears inconsistent with your view that you
anticipate a
recovery in market value over time;

* your acknowledgement that the interest rate environment has
contributed to this decline which is one of the five factors you
consider in your quarterly analysis; and

* using historical experience in concluding that the lack of any
current yield-spread widening between Freddie Mac subordinated
(and
senior) debts and U.S. Treasury debt is/was an appropriate proxy
in
determining that no current credit quality deterioration existed.
3. As a related matter:

* please address the final two bullet points in the above comment
for
the Series B security in your response letter; and

* tell us how you determined the appropriateness of the amount and
timing of an other than temporary impairment on this security
considering noted unrealized losses for 24 out of the last 33
months,
which includes periods prior to and subsequent to your 2004
impairment write-down.

* * * * *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provide any
requested supplemental information.  Detailed letters greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your response to our comments.

	You may contact Paula Smith, Staff Accountant, at (202) 551-
3696
or me at (202) 551-3492 if you have any questions regarding
comments
on the financial statements and related matters.

Sincerely,

							John P. Nolan
							Accounting Branch Chief
??

??

??

??

Edward J. Biebrich, Chief Financial Officer
CVB Financial Corp.
Page 1 of 2

</TEXT>
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701 North Haven Ave., Suite 350

Ontario, CA 91764

(909) 980-4030

August 15, 2005

Ms. Paula Smith

Staff Accountant
Securities and Exchange Commission
 Washington, D.C. 2049

Dear Ms. Smith:

On behalf of CVB Financial Corp., (the
“Company”), set forth below is our response to the comment letter dated August
2, 2005 (the “Comment Letter”) with respect to Note 2 to the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2004.

1.

We note that you recorded in the first quarter of 2004 a $6.3 million other-than-temporary
impairment relating to your FHLMC perpetual preferred stock investments.  At
December 31, 2004 and 2003 the unrealized loss positions on these investments were
$5.6 million and $2.7 million, respectively.   Please tell us how you
were able to conclude that no other-than-temporary impairment relating to your FHLMC
perpetual preferred stock investments existed as of these dates.  Your
response should include but not be limited to the quantifications supporting how
you determined the recognized $6.3 million impairment, details for both periods
including name of security, purchase date and price, current amortized cost, and any
other information you consider in your periodic analysis.  Please refer to
the specific relevant guidance in SFAS No. 115 and SAB Topic 5:M in your response

The securities in question are the
following two issues of Freddie Mac Preferred Stock (the “Preferred
Securities”):

Freddie Mac Series N Preferred Stock CUSIP 313400764

 Purchased March 20, 2001

 12-month LIBOR floating, reset April 1

 Dividend rate at purchase – 4.50%

 Shares Purchased:  800,000

 Purchase Price:    $40,000,000

Freddie Mac Series B Preferred Stock CUSIP 313400608

 Purchased October 1, 2001

 3-month LIBOR floating, reset quarterly

 Dividend rate at purchase – 4.29%

 Shares Purchased:  500,000

 Purchase Price:    $23,750,000

Paula Smith

Securities and Exchange Commission
 Page 2

We purchased the Preferred Securities
in 2001 to add some variable rate assets to our balance sheet. The Preferred Securities
are indexed to LIBOR and reset on an annual or a quarterly basis. On a quarterly basis,
and consistent with Staff Accounting Bulletin 5:M, we perform a detailed analysis of the
Preferred Securities. Our analysis takes into consideration various factors, including:

        –
the financial condition of the issuer including items that may affect its performance,

        – the
length of time and extent to which the market value of the Preferred Securities has been
less than cost,

         – our intent and ability to hold the Preferred Securities
 for the foreseeable future,

        – the current interest rate environment and how it affects our
yield, and

        – the spread between the Preferred Securities and treasury securities.

We have historically analyzed the
Preferred Securities as debt-like instruments because they do not offer a conversion
option and do not participate in the overall profitability of the issuer. In addition, the
Preferred Securities (i) have par amounts; (ii) pay dividends which track LIBOR indices
and (iii) are callable at par.

We track the market value of the
Preferred Securities on a monthly basis to determine the gain or loss in the security.
This allows us to determine the duration of the gain or loss and the fluctuation in
the market value.

As of December 31, 2003, the
Preferred Securities had an aggregate market value of $61.1 million and represented 3.27%
of our total investment portfolio of $1.87 billion. As of December 31, 2004, the Preferred
Securities had an aggregate market value of $52.7 million and represented 2.53% of the
total investment portfolio of $2.09 billion. Given the size of our investment portfolio at
each of these dates, the small percent of our overall investment portfolio which the
Preferred Securities represented, and the overall financial strength of the Company, we
have always had the ability to hold these securities for an extended period of time. The
current amortized cost of the Preferred Securities is $58.3 million. We have the current
intent and ability to hold these securities for the foreseeable future.

As of December 31, 2003 and 2004, the
collective unrealized loss on these securities was $2.65 million and $5.64 million
respectively. Exhibits A and B set forth the book value, market price, market value, and
gain (or loss) on these securities from February 2002 through July 2005. Exhibits A and B
clearly demonstrate the wide fluctuations in unrealized gains and losses of these
securities.

Paula Smith

Securities and Exchange Commission
 Page 3

As part of our analysis, we have
historically reviewed the spread differential between Freddie Mac subordinated debt
(securities which we believe are analogous to the Preferred Securities) and both Freddie
Mac senior debt and United States treasury debt. Our analysis has shown that no
significant spread widening has occurred between subordinated debt and senior debt. We
believe that if there were credit quality issues with Freddie Mac, the spread between
Freddie Mac subordinated debt and Freddie Mac senior debt and United States Treasury debt
would widen over time. Because there has been no demonstrated spread widening, we have
determined that the decline in values of the Preferred Securities is other than
credit-related, and, most likely, has been caused by the interest rate environment and the
uncertain accounting treatment of these securities.

Furthermore, the credit ratings on
the Preferred Securities have not declined since we acquired them. Set forth below are the
credit ratings on these Preferred Securities as of our acquisition date and the credit
ratings as of August 2005. There has been no intervening decline in these credit ratings
between the time periods presented:

     Purchase Date

     August 2005

     Twelve-month reset

     Moody's
     Aa3
     Aa3

     S & P
     AA-
     AA-

     Fitch
     Not rated
     AA-

Three-month reset

     Moody's
     Aa3
     Aa3

     S & P
     Not rated
     Not rated

     Fitch
     Not rated
     AA-

Based on our analysis of the
securities, we determined that no write-down of these securities was appropriate at
December 31, 2003 and December 31, 2004, as the decline in values were not attributable to a
 decline in the quality of the security.
We also believe that the value of these securities has been negatively impacted by the
accounting treatment of these issues and general market factors.

As of March 31, 2004, we took a
write-down of the Preferred Securities in an amount equal to the total unrealized loss as
of such date. Our determination to incur a write-down of the Preferred Securities of $6.3
million as of March 31, 2004 was based on a number of factors. In particular, the decision was based on
direction from our accountants, Deloitte & Touche, LLP, and a review of the
guidance provided in EITF 03-1.  We also considered the length of time we were carrying
the Preferred Securities at an unrealized loss.  Subsequent to our determination to take the write-down,
EITF 03-1 was withdrawn.

Paula Smith

Securities and Exchange Commission
 Page 4

We evaluate
our security portfolio for other-than-temporary impairment based on SFAS 115 and SAB Topic 5:M.
Neither SFAS 115 nor SAB
Topic 5:M provide for any specific timeframe. Therefore, we have continued to monitor the
fluctuations in the unrealized gains and losses on these securities, including the
magnitude and the time period of any unrealized loss. We did not believe that sufficient time had passed from
the original purchase of the Preferred Securities to require a write-down as of December
31, 2003. In particular, we note that with respect to the 12 month LIBOR Preferred
Security, the unrealized loss as of November 2003 was over $7.2 million as compared to an
unrealized loss at December 2003 of only $400,000. We also note that with respect to the 3
month LIBOR Preferred Security, there was only a minimal unrealized loss through February
2003, less than a year prior to our December 31, 2003 analysis.

We did not believe that sufficient
time had passed from the write-down in March of 2004 to require another write-down as of
December 31, 2004. In particular, we note that both issues of Preferred Securities had
unrealized gains during the second quarter of 2004.

Based on our analysis, including the
issuer’s credit ratings, the length of time the Preferred Securities were below our
current carrying value, our intent and ability to hold the Preferred Securities for a period
of time sufficient to allow for any anticipated recovery in market value and the impact of
interest rates, we believe that there was no other-than-temporary impairment for the
Preferred Securities as of December 31, 2003 or December 31, 2004.

Going forward, we will continue to evaluate the
Preferred Securities in accordance with SFAS NO. 115 and SAB 5:M.
We respectfully note that as interest rates rise, the yield on the Preferred
Securities will increase.

We believe this letter is responsive
to your request. Do not hesitate to call upon us should you need any additional
information on this matter.

In
addition, as requested in your Comment Letter, we hereby acknowledge that (i) the Company
is responsible for the adequacy and accuracy of the disclosure in the filing; (ii) staff
comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and (iii) the Company may
not assert staff comments as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.

Sincerely yours,

/s/ Edward J. Biebrich, Jr.

Executive Vice President

Chief Financial Officer

EXHIBIT A

     Cusip

     313400764

Freddie Mac Preferred Stock Floating 12 months LIBOR

     Month

     Book Value

     Market Price

     Market Value

     Gain/(Loss)

     Shares

     % Gain/(Loss)

     Feb-02
40,000,000.00
49.0000
39,200,000.00
-800,000.00
800,000.00
-2.00%

     Mar-02
40,000,000.00
49.0000
39,200,000.00
-800,000.00
800,000.00
-2.00%

     Apr-02
40,000,000.00
48.2750
38,620,000.00
-1,380,000.00
800,000.00
-3.45%

     May-02
40,000,000.00
48.0750
38,460,000.00
-1,540,000.00
800,000.00
-3.85%

     Jun-02
40,000,000.00
48.0750
38,460,000.00
-1,540,000.00
800,000.00
-3.85%

     Jul-02
40,000,000.00
46.2500
37,000,000.00
-3,000,000.00
800,000.00
-7.50%

     Aug-02
40,000,000.00
46.5680
37,254,400.00
-2,745,600.00
800,000.00
-6.86%

     Sep-02
40,000,000.00
46.9560
37,564,800.00
-2,435,200.00
800,000.00
-6.09%

     Oct-02
40,000,000.00
46.7180
37,374,400.00
-2,625,600.00
800,000.00
-6.56%

     Nov-02
40,000,000.00
45.7188
36,575,000.00
-3,425,000.00
800,000.00
-8.56%

     Dec-02
40,000,000.00
44.5000
35,600,000.00
-4,400,000.00
800,000.00
-11.00%

     Jan-03
40,000,000.00
45.7188
36,575,000.00
-3,425,000.00
800,000.00
-8.56%

     Feb-03
40,000,000.00
45.7188
36,575,000.00
-3,425,000.00
800,000.00
-8.56%

     Mar-03
40,000,000.00
45.4370
36,349,600.00
-3,650,400.00
800,000.00
-9.13%

     Apr-03
40,000,000.00
44.7500
35,800,000.00
-4,200,000.00
800,000.00
-10.50%

     May-03
40,000,000.00
44.7560
35,804,800.00
-4,195,200.00
800,000.00
-10.49%

     Jun-03
40,000,000.00
39.8620
31,889,000.00
-8,111,000.00
800,000.00
-20.28%

     Jul-03
40,000,000.00
41.6690
33,335,200.00
-6,664,800.00
800,000.00
-16.66%

     Aug-03
40,000,000.00
40.9650
32,772,000.00
-7,228,000.00
800,000.00
-18.07%

     Sep-03
40,000,000.00
40.6210
32,496,800.00
-7,503,200.00
800,000.00
-18.76%

     Oct-03
40,000,000.00
40.6870
32,549,600.00
-7,450,400.00
800,000.00
-18.63%

     Nov-03
40,000,000.00
40.8900
32,712,000.00
-7,288,000.00
800,000.00
-18.22%

     Dec-03
40,000,000.00
49.5000
39,600,000.00
-400,000.00
800,000.00
-1.00%

     Jan-04
40,000,000.00
48.0000
38,400,000.00
-1,600,000.00
800,000.00
-4.00%

     Feb-04
40,000,000.00
45.7500
36,600,000.00
-3,400,000.00
800,000.00
-8.50%

     Mar-04
36,560,000.00
45.7000
36,560,000.00
0.00
800,000.00
-0.00%

     Apr-04
36,560,000.00
45.7000
36,560,000.00
0.00
800,000.00
-0.00%

     May-04
36,560,000.00
46.2000
36,960,000.00
400,000.00
800,000.00
1.09%

     Jun-04
36,560,000.00
45.5500
36,440,000.00
-120,000.00
800,000.00
-0.33%

     Jul-04
36,560,000.00
45.5500
36,440,000.00
-120,000.00
800,000.00
-0.33%

     8/19/04
36,440,000.00
45.5500
36,440,000.00
0.00
800,000.00
-0.00%

     Aug-04
36,440,000.00
45.0500
36,040,000.00
-400,000.00
800,000.00
-1.10%

     Sep-04
36,440,000.00
42.9000
34,320,000.00
-2,120,000.00
800,000.00
-5.82%

     Oct-04
36,440,000.00
36.0000
28,800,000.00
-7,640,000.00
800,000.00
-20.97%

     Nov-04
36,440,000.00
38.5000
30,800,000.00
-5,640,000.00
800,000.00
-15.48%

     Dec-04
36,440,000.00
38.8500
31,080,000.00
-5,360,000.00
800,000.00
-14.71%

     Jan-05
36,440,000.00
43.0000
34,400,000.00
-2,040,000.00
800,000.00
-5.60%

     Feb-05
36,440,000.00
42.7500
34,200,000.00
-2,240,000.00
800,000.00
-6.15%

     Mar-05
36,440,000.00
42.5000
34,000,000.00
-2,440,000.00
800,000.00
-6.70%

     Apr-05
36,440,000.00
42.1200
33,696,000.00
-2,744,000.00
800,000.00
-7.53%

     May-05
36,440,000.00
42.0500
33,640,000.00
-2,800,000.00
800,000.00
-7.68%

     Jun-05
36,440,000.00
41.3000
33,040,000.00
-3,400,000.00
800,000.00
-9.33%

     Jul-05
36,440,000.00
41.0700
32,856,000.00
-3,584,000.00
800,000.00
-9.84%

EXHIBIT B

     Cusip

     313400608

Freddie Mac Preferred Stock Floating 3 months LIBOR

     Month

     Book Value

     Market Price

     Market Value

     Gain/(Loss)

     Shares

     % Gain/(Loss)

     Feb-02
23,750,000.00
47.7400
23,870,000.00
120,000.00
500,000.00
0.51%

     Mar-02
23,750,000.00
47.7400
23,870,000.00
120,000.00
500,000.00
0.51%

     Apr-02
23,750,000.00
47.4950
23,747,500.00
-2,500.00
500,000.00
-0.01%

     May-02
23,750,000.00
47.4950
23,747,500.00
-2,500.00
500,000.00
-0.01%

     Jun-02
23,750,000.00
47.4950
23,747,500.00
-2,500.00
500,000.00
-0.01%

     Jul-02
23,750,000.00
47.4950
23,747,500.00
-2,500.00
500,000.00
-0.01%

     Aug-02
23,750,000.00
47.4950
23,747,500.00
-2,500.00
500,000.00
-0.01%

     Sep-02
23,750,000.00
47.5000
23,750,000.00
0.00
500,000.00
0.00%

     Oct-02
23,750,000.00
47.9750
23,987,500.00
237,500.00
500,000.00
1.00%

     Nov-02
23,750,000.00
47.4950
23,747,500.00
-2,500.00
500,000.00
-0.01%

     Dec-02
23,750,000.00
41.0000
20,500,000.00
-3,250,000.00
500,000.00
-13.68%

     Jan-03
23,750,000.00
47.4950
23,747,500.00
-2,500.00
500,000.00
-0.01%

     Feb-03
23,750,000.00
47.4950
23,747,500.00
-2,500.00
500,000.00
-0.01%

     Mar-03
23,750,000.00
46.0000
23,000,000.00
-750,000.00
500,000.00
-3.16%

     Apr-03
23,750,000.00
47.0000
23,500,000.00
-250,000.00
500,000.00
-1.05%

     May-03
23,750,000.00
47.0100
23,505,000.00
-245,000.00
500,000.00
-1.03%

     Jun-03
23,750,000.00
45.8480
22,924,000.00
-826,000.00
500,000.00
-3.48%

     Jul-03
23,750,000.00
42.8950
21,447,500.00
-2,302,500.00
500,000.00
-9.69%

     Aug-03
23,750,000.00
43.9570
21,978,500.00
-1,771,500.00
500,000.00
-7.46%

     Sep-03
23,750,000.00
43.8360
21,918,000.00
-1,832,000.00
500,000.00
-7.71%

     Oct-03
23,750,000.00
43.9150
21,957,500.00
-1,792,500.00
500,000.00
-7.55%

     Nov-03
23,750,000.00
43.8600
21,930,000.00
-1,820,000.00
500,000.00
-7.66%

     Dec-03
23,750,000.00
43.0000
21,500,000.00
-2,250,000.00
500,000.00
-9.47%

     Jan-04
23,750,000.00
42.8000
21,400,000.00
-2,350,000.00
500,000.00
-9.89%

     Feb-04
23,750,000.00
42.8000
21,400,000.00
-2,350,000.00
500,000.00
-9.89%

     Mar-04
20,890,000.00
41.7800
20,890,000.00
0.00
500,000.00
0.00%

     Apr-04
20,890,000.00
42.5000
21,250,000.00
360,000.00
500,000.00
1.72%

     May-04
20,890,000.00
44.0000
22,000,000.00
1,110,000.00
500,000.00
5.31%

     Jun-04
20,890,000.00
43.8000
21,900,000.00
1,010,000.00
500,000.00
4.83%

     Jul-

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

August 2, 2005
Mail Stop 4561

By U.S. Mail and facsimile to (909) 481-2120

Mr. Edward J. Biebrich, Jr.
Chief Financial Officer
CVB Financial Corp.
701 N. Haven Avenue, Suite 350
Ontario, CA  91764

Re:	CVB Financial Corp.
      Form 10-K for Fiscal Year Ended December 31, 2004
	File No.  000-10140

Dear Mr. Biebrich:

      We have limited our review of your filing to the issue we
have
addressed in our comment. Where indicated, please provide us with
the
supplemental documentation we requested in response to this
comment.
Please be as detailed as necessary in your explanation.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K

Notes to Consolidated Financial Statements

Note 2 - Investment Securities, page 69

1. We note that you recorded in the first quarter of 2004 a $6.3
million other-than-temporary impairment relating to your FHLMC
perpetual preferred stock investments.  At December 31, 2004 and
2003
the unrealized loss positions on these investments were $5.6
million
and $2.7 million, respectively.  Please tell us how you were able
to
conclude that no other-than-temporary impairment relating to your
FHLMC perpetual preferred stock investments existed as of these
dates.  Your response should included but not be limited to the
quantifications supporting how you determined the recognized $6.3
million impairment, details for both periods including name of
security, purchase date and price, current amortized cost, and any
other information you consider in your periodic analysis.  Please
refer to the specific relevant guidance in SFAS No.115 and SAB
Topic
5:M in your response.

* * * * *

       As appropriate, please respond to this comment within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comment
and provides any requested supplemental information.  Detailed
cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comment.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information required under the
Securities Exchange Act of 1934 and that they have provided all
information investors require for an informed investment decision.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comment, please provide,
in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Paula Smith (Staff Accountant) at (202) 551-
3696
or me at (202) 551-3492 if you have any questions regarding
comments
on the financial statements and related matters.

Sincerely,

							John P. Nolan
							Accounting Branch Chief

??

??

??

??

Edward J. Biebrich, Chief Financial Officer
CVB Financial Corp.
Page 1 of 2

</TEXT>
</DOCUMENT>