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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