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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

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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

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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

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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.

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 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