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CORRESP
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CORRESP

 September 24, 2014

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, NE

 Washington, DC 20549

 Attention: Mr. John P. Nolan

 Re: Prosperity
Bancshares, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2013

Filed February 28, 2014

 File No. 001-35388

 Mr. Nolan:

 Please accept this letter as the
responses of Prosperity Bancshares, Inc. (the “Company”) to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the letter from the Division of Corporation
Finance dated August 26, 2014 (the “Comment Letter”) with respect to the Company’s Form 10-K for the fiscal year ended December 31, 2013 (the “Form 10-K”).

For ease of reference, we have repeated each of the Staff’s comments below, followed by the corresponding response of the Company.

Form 10-K for Fiscal Year Ended December 31, 2013

Allowance for Credit Losses, page 51

1.
We note your table of the allowance for credit losses and other loan portfolio data. We also note that your loan portfolio continues to grow in large part due to acquisitions as summarized on page 47. Please tell us
and revise your future filings to address the following:

•

 You state on page 53 that as of December 31, 2013 and 2012, no allowance was required for acquired loans not deemed credit-impaired and
also that no impairment charges or related allowances were required in 2013 or 2012 for your acquired PCI loans. As a result of the significance of your acquired loan portfolio

 United States Securities and Exchange Commission

September 24, 2014

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with no corresponding allowance for credit losses for any period presented, please enhance the relevant sections of your MD&A disclosures to disaggregate your allowance for credit losses and
related asset quality disclosures differentiating between your acquired loan portfolio for all periods presented and your originated loan portfolio. Given the number of acquisitions in the last two fiscal years and the difference in size of each
consider disaggregating some of these disclosures by acquisition.

•

As a related matter, please revise future filings to more fully disclose how changes in the credit quality of your originated loan portfolio are reflected in the amount of your provision for loan loss recorded
during the period and the amount of the allowance for loan losses at period end as we only note brief disclosure on page 43. For example, please explain how the increase in your provision for loan losses by 183% in 2013 compared to 2012 compared to
organic loan growth of 5.6% as disclosed on page 47. Your analysis should quantify each loan portfolio component of your allowance for loan losses (ASC 310-10, 450-20) and explain how incremental credit quality changes are reflected.

 Please provide us with your proposed disclosures as of June 30, 2014 and December 31, 2013.

The Company recognizes that its disclosures of nonperforming assets and the allowance for credit losses would be enhanced by differentiating between loans
originated by the Company and loans originated by an acquired institution. Unfortunately, the level of detail necessary to calculate the requested information for periods prior to 2013 is not available, as further explained below. As a result, the
Company can differentiate loans included in nonperforming assets and the allowance for 2013, but is unable to calculate the amount of nonperforming assets and the allowance attributed to loans originated by an acquired institution for periods prior
to 2013 in the level of detail necessary to present the requested disclosures in their entirety. While the Company has been an active acquirer during 2012 and 2013, the Company made no whole-bank acquisitions in 2009-2011. Going forward, however,
the Company will revise its future filings to include the requested information for periods for which such data is available.

 The Company utilizes a
branding process for acquired loans whereby each loan is assigned a unique identifier, or “brand,” upon purchase. Prior to 2013, these brands were not consistently retained on renewed or otherwise modified acquired loans, which caused some
renewed or modified loans to lose their identification as loans originated at an acquired institution. Maintaining that distinction is important when disaggregating the allowance attributed to originated and acquired loans, respectively.
Accordingly, the migration of acquired loans recorded at fair value into the category of loans subject to the Company’s allowance for credit losses methodology would be incomplete because some acquired loans would have lost their assigned
brands at renewal. However, in its Form 10-K for the fiscal year ending December 31, 2014, the Company will be able to present the 2013 and 2014 nonperforming asset and allowance disaggregation, thereby enabling investors to see the migration
over that time period.

 As noted on page 81 of the Form 10-K for the fiscal year ended December 31, 2013 under the heading “Loans Held for
Investment,” [l]oans acquired in business combinations are initially recorded at fair value based on a discounted cash flow valuation methodology that considers, among other things, projected default rates, loss given defaults and recovery
rates with no carryover of any existing allowance for loan losses. Acquired loans with evidence of credit quality deterioration at acquisition are reviewed to determine if it is probable that the Company will not be able to collect all contractual
amounts due, including both principal and interest. When both conditions exist, such loans are accounted for as purchased credit-impaired (“PCI”).

For acquired loans not deemed credit-impaired at acquisition, the difference between the initial fair value and the unpaid principal balance is recognized as
interest income on a level-yield basis over the lives of the related loans.”

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September 24, 2014

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 The Company respectfully submits the following proposed disclosures related to disaggregating nonperforming
assets and the allowance for credit losses as of December 31, 2013, which would be included under the caption “Financial Condition” in the “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” section of the Form 10-K. The proposed disclosure below under the caption “Acquired Loans” would appear on page 51 of the Form 10-K immediately following the “Loan Portfolio” discussion, while the excerpted
disclosures below under the captions “Nonperforming Assets” and “Allowance for Credit Losses” would replace the applicable existing disclosures under the corresponding captions in the Form 10-K. The Company will include similar
disclosures in its future annual filings.

 Acquired Loans

For credit analysis purposes, the Company segregates its loans into two primary categories: originated loans and acquired loans. Originated
loans are loans that were originated by Prosperity Bank and were made pursuant to the Company’s loan policy and procedures in effect at the time the loan was made. Acquired loans include both those loans that were originated by an acquired
institution with a fair value discount or premium at the date of acquisition that remained at the reporting date as well as those loans that were originated at an acquired institution with a fair value discount or premium at the date of acquisition
but were subsequently renewed or substantially modified (other than Troubled Debt Restructurings) and therefore became subject to the Company’s allowance for credit losses methodology as a result.

Nonperforming Assets

 Nonperforming
assets include loans on nonaccrual status, accruing loans 90 days past due or more, and real estate which has been acquired through foreclosure and is awaiting disposition. Nonperforming assets do not include purchased loans that were identified
upon acquisition as having experienced credit deterioration since origination (“purchased credit impaired loans” or “PCI loans”). PCI loans are acquired loans not subject to the Company’s allowance for credit losses
methodology.

 The Company has several procedures in place to assist it in maintaining the overall quality of its loan portfolio. The
Company has established underwriting guidelines to be followed by its officers, and the Company also monitors its delinquency levels for any negative or adverse trends. There can be no assurance, however, that the Company’s loan portfolio will
not become subject to increasing pressures from deteriorating borrower credit due to general economic conditions.

 As part of the on-going
monitoring of the Company’s loan portfolio and the methodology for calculating the allowance for credit losses, management grades each loan from 1 to 9. Depending on the grade, loans in the same grade are aggregated and a loss factor is applied
to the total loans in the group to determine the allowance for credit losses. For certain loans in risk grades 7 to 9, a specific reserve may be taken.

The Company generally places a loan on nonaccrual status and ceases accruing interest when the payment of principal or interest is delinquent
for 90 days, or earlier in some cases, unless the loan is in the process of collection and the underlying collateral fully supports the carrying value of the loan.

The Company requires appraisals on loans collateralized by real estate. With respect to potential problem loans, an evaluation of the
borrower’s overall financial condition is made to determine the need, if any, for possible writedowns or appropriate additions to the allowance for credit losses.

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September 24, 2014

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 The Company’s conservative lending approach has resulted in sound asset quality. The
Company had $22.5 million in nonperforming assets at December 31, 2013 compared with $13.0 million at December 31, 2012 and $12.1 million at December 31, 2011. In order to gain a more effective understanding of the asset quality of
the loan portfolio, the Company determined it was appropriate to differentiate between nonperforming assets originated by the Company and nonperforming assets originated by acquired institutions. At December 31, 2013, $13.9 million of
nonperforming assets were originated by the Company and $8.6 million were originated at acquired institutions. The nonperforming assets at December 31, 2013 consisted of 40 separate credits or ORE properties.

The following table presents information regarding past due loans and nonperforming assets differentiated between originated loans and
acquired loans at December 31, 2013:

December 31,

2013

Originated

Acquired

Total

Amount

Amount

Amount

(Dollars in thousands)

 Nonaccrual loans

$
5,386

$
4,845

$
10,231

 Accruing loans 90 or more days past due

1,408

3,539

4,947

 Total nonperforming loans

6,794

8,384

15,178

 Repossessed assets

17

10

27

 Other real estate

7,071

228

7,299

 Total nonperforming assets

$
13,882

$
8,622

$
22,504

 Nonperforming assets to total loans and other real estate

0.29
%

 The following table presents information regarding past due loans and nonperforming assets at the dates
indicated:

December 31,

2013

2012

2011

2010

2009

(Dollars in thousands)

 Nonaccrual loans

$
10,231

$
5,382

$
3,578

$
4,439

$
6,079

 Accruing loans 90 or more days past due

4,947

331

—

189

2,332

 Total nonperforming loans

15,178

5,713

3,578

4,628

8,411

 Repossessed assets

27

68

146

161

116

 Other real estate

7,299

7,234

8,328

11,053

7,829

 Total nonperforming assets

$
22,504

$
13,015

$
12,052

$
15,842

$
16,356

 Nonperforming assets to total loans and other real estate

0.29
%

0.25
%

0.32
%

0.45
%

0.48
%

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September 24, 2014

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 Allowance for Credit Losses

[….]

 Loans acquired were
initially recorded at fair value, which included an estimate of credit losses expected to be realized over the remaining lives of the loans, and therefore no corresponding allowance for credit losses was recorded for these loans at acquisition.
Methods utilized to estimate the required allowance for credit losses for acquired loans not deemed credit-impaired at acquisition are similar to originated loans; however, the estimate of loss is based on the unpaid principal balance less the
remaining purchase discount. The Company further disaggregates its allowance for credit losses to distinguish between the portion of the allowance attributed to originated loans and the portion of the allowance attributed to acquired loans that are
now subject to the Company’s allowance for credit losses methodology. A loan originated at an acquired institution that was originally subject to fair value accounting is subject to the Company’s allowance methodology when the Company
renews or substantially modifies the terms of the loan (other than a Troubled Debt Restructuring). The most common instance occurs at maturity of the acquired loan when the Company subsequently renews the loan under its current underwriting
standards.

 At December 31, 2013, the allowance for credit losses totaled $67.3 million, or 0.87% of total loans. At
December 31, 2012, the allowance aggregated $52.6 million or 1.01% of total loans and at December 31, 2011, the allowance was $51.6 million or 1.37% of total loans. At December 31, 2013, $7.2 million of the allowance for credit losses
was attributable to acquired loans with no discount remaining that are subject to the Company’s allowance for credit losses methodology. The allowance for credit losses as a percentage of total loans decreased 14 basis points at
December 31, 2013 compared with December 31, 2012, due to the disproportionate increase in acquired loans subject to fair value accounting. At December 31, 2013 and 2012, no additional allowance was required for those acquired loans
not deemed credit-impaired that had purchase discounts remaining of $87.8 million and $56.2 million, respectively. Acquired loans with purchase discount remaining are evaluated at period end in order to determine if the discount remaining is
adequate to cover potential credit losses and therefore, require no additional allowance. Purchased credit impaired (PCI) loans are not considered nonperforming loans and are not subject to the Company’s allowance methodology. PCI loans had
$45.5 million and $23.8 million of purchase discounts outstanding at December 31, 2013 and 2012, respectively, of which $9.9 million and $7.5 million, respectively, is considered accretable. No impairment charges or related allowances were
required in 2013 or 2012 for acquired PCI loans.

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September 24, 2014

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 The following table shows the allocation of the allowance for credit losses among various
categories of loans disaggregated between originated loans and acquired loans. The allocation is made for analytical purposes and is not necessarily indicative of the categories in which future losses may occur. The total allowance is available to
absorb losses from any loan category, regardless of whether allocated to an originated loan or an acquired loan.

December 31,

2013

Originated
Amount

Acquired
Amount

Total
Amount

Percent of
Loans to
Total Loans

(Dollars in thousands)

 Balance of allowance for credit losses applicable to:

 Commercial and industrial

$
5,164

$
2,028

$
7,192

16.5
%

 Real estate

52,777

4,999

57,776

73.9
%

 Agriculture

993

55

1,048

6.8
%

 Consumer and other

1,181

85

1,266

2.8
%

 Total allowance for credit losses

$
60,115

$
7,167

$
67,282

100.0
%

 The following table shows the allocation of the allowance for credit losses among various categories of loans
and certain other information as of the dates indicated. The allocation is made for a