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CORRESP
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CORRESP

 November 12, 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 October 14, 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 in bold, 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 response to comment one from our letter dated August 26, 2014. Specifically, you proposed future filing revisions to disaggregate your non-performing loans and non- performing assets and also your
allowance for credit losses between your originated and acquired loan portfolio. Please also revise your future filings to provide the following:

•

Disaggregate your allowance for credit losses and other related data table on page 51 to differentiate between your originated and acquired loan portfolios; and

 United States Securities and Exchange Commission

November 12, 2014

 Page 2

 As explained in the Company’s response letter dated September 24, 2014, the
Company is unable to calculate the allowance for credit losses and other data 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. Without the allowance information at December 31, 2012 to use as the beginning balance at January 1, 2013, the Company is also unable to provide the requested disclosure for the year ended December 31, 2013. However, in its
annual report on Form 10-K for the fiscal year ending December 31, 2014, the Company will be able to present the allowance and other related data as of December 31, 2014 segregated between its originated and acquired loan portfolios.

In order to address the matters covered by the Staff’s Comment Letter, the Company has provided additional detail of the division of its loan portfolio
into “legacy loans” and “acquired loans.” Within the category of “acquired loans” are “acquired legacy loans” and “fair-valued acquired loans,” which are further broken into “Non-PCI loans”
and “PCI loans.” A description of each type of loan is included in the following proposed disclosure, which would be included immediately prior to the “Overview” heading in the “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” section of the Company’s annual report on Form 10-K and quarterly report on Form 10-Q.

Included in this discussion and analysis are descriptions of the composition, performance, and credit quality of the Company’s loan
portfolio. The Company has two general categories of loans in its portfolio. Loans originated by Prosperity Bank and made pursuant to the Company’s loan policy and procedures in effect at the time the loan was made are referred to as
“legacy loans.” “Acquired loans” refer to all loans acquired in a business combination. Those acquired loans that are renewed or substantially modified after the date of the business combination, which therefore causes them to
become subject to the Company’s allowance for credit losses methodology, are referred to as “acquired legacy loans.” Modifications are reviewed for determination of troubled debt restructuring status independently of this process.
Acquired loans with a fair value discount or premium at the date of the business combination that remained at the reporting date are referred to as “fair-valued acquired loans.” All fair-valued acquired loans are further categorized into
“Non-PCI loans” and “PCI loans” (purchased credit impaired loans). Acquired loans with evidence of credit quality deterioration at acquisition for which it is probable that the Company would not be able to collect all contractual
amounts due are PCI loans.

 The Company respectfully submits the following proposed disclosure to disaggregate its allowance for credit losses and other
related data table, which would be included immediately after the table that currently appears in the Company’s quarterly report on Form 10-Q for the period ended June 30, 2014 (the
“Form 10-Q”) on page 50 under the caption “Financial Condition – Allowance for Credit Losses” in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section.

 United States Securities and Exchange Commission

November 12, 2014

 Page 3

 The following table presents, as of and for the periods
indicated, information regarding the allowance for credit losses differentiated between legacy loans and acquired loans. The charge-offs and recoveries with respect to the acquired loans shown below are primarily from acquired legacy loans. Reported
net charge-offs may include those from Non-PCI loans and PCI loans, but only if the total charge-off required is greater than the remaining discount.

As of and for the Six Months Ended June 30, 2014

Acquired

Legacy Loans

Loans

Total

(Dollars in thousands)

 Average loans outstanding

$
5,117,142

$
3,499,654

$
8,616,796

 Gross loans outstanding at end of period

$
5,260,467

$
4,047,695

$
9,308,162

 Allowance for credit losses at beginning of period

$
60,115

$
7,167

$
67,282

 Provision for credit losses

68

6,857

6,925

 Charge-offs:

 Commercial and industrial

(71
)

(131
)

(202
)

 Real estate and agriculture

(367
)

(593
)

(960
)

 Consumer and other

(1,844
)

(80
)

(1,924
)

 Recoveries:

 Commercial and industrial

159

26

185

 Real estate and agriculture

1,180

4

1,184

 Consumer and other

771

5

776

 Net charge-offs

(172
)

(769
)

(941
)

 Allowance for credit losses at end of period

$
60,011

$
13,255

$
73,266

 Ratio of allowance to end of period loans

1.14
%

0.33
%

0.79
%

 Ratio of net charge-offs to average loans (annualized)

0.01
%

0.04
%

0.02
%

 Ratio of allowance to end of period nonperforming loans

1750.6
%

66.3
%

312.9
%

•

Disclose how changes in credit quality of your originated loan portfolio and acquired loan portfolio are reflected in the amount of your provision for loan loss recorded during each period as issued in our previous
comment. Your analysis expand upon your current disclosure by quantifying each loan portfolio component of your allowance for credit losses (ASC 310-10, ASC 450-20) and explaining how incremental credit quality changes are reflected.

 The Company has revised its proposed disclosures to disclose what factors impact changes in the provision for loan losses, including
changes in credit quality of its legacy loans and acquired legacy loans.

 The Company respectfully submits the following proposed disclosure, which would
be included immediately after the table that currently appears on page 53 in the Form 10-K under the caption “Financial Condition – Allowance for Credit Losses” in the “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” section. As discussed below, the entirety of the Company’s proposed disclosure for its Allowance for Credit Losses in future annual reports, including the information below, is included herein in
Exhibit A.

 United States Securities and Exchange Commission

November 12, 2014

 Page 4

 Beginning in 2013, the Company further disaggregates its allowance for
credit losses to distinguish between the portion of the allowance attributed to legacy loans and the portion of the allowance attributed to acquired loans. The following table shows the allocation of the allowance for credit losses among various
categories of loans disaggregated between legacy loans, acquired legacy loans, Non-PCI loans and PCI 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 a legacy loan or an acquired loan.

December 31, 2013

Acquired Loans

Legacy Loans

Acquired
Legacy
Loans

Non-PCI
Loans

PCI Loans

Total
Allowance

Percent of
Loans to
Total Loans

(Dollars in thousands)

 Balance of allowance for credit losses applicable to:

 Commercial and industrial

$
6,139

$
1,831

$
197

$
—

$
8,167

16.5
%

 Real estate

51,235

4,889

110

—

56,234

73.9
%

 Agriculture and agriculture real estate

1,174

55

—

—

1,229

6.8
%

 Consumer and other

1,567

71

14

—

1,652

2.8
%

 Total allowance for credit losses

$
60,115

$
6,846

$
321

$
—

$
67,282

100.0
%

 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, $6.8 million of the allowance for credit losses
was attributable to acquired legacy loans and $60.1 million of the allowance for credit losses was attributable to legacy loans. The allowance for credit losses as a percentage of total loans decreased 14 basis points at December 31, 2013
compared with December 31, 2012, primarily due to the disproportionate increase in fair-valued acquired loans. At December 31, 2013, $321 thousand in additional allowance was required for Non-PCI loans, which had purchase discounts
remaining of $87.8 million. In addition, no impairment charges or related allowances were required in 2013 for PCI loans.

 A change
in the allowance for credit losses can be attributable to several factors, including growth in the balance of legacy loans and the re-categorization of fair-valued acquired loans to acquired legacy loans, which subjects them to the allowance
methodology, historical credit loss information, specific reserves identified for impaired credits and changes in environmental factors. Due to the strong regional economy and historically low credit loss data, the increase in the allowance for
credit losses was primarily attributable to a growth in the legacy and acquired legacy loan balances.

 The Company respectfully submits the following
proposed disclosure, which would be included immediately after the table that currently appears on page 50 under the caption “Financial Condition – Allowance for Credit Losses” in the “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” section of the Company’s Form 10-Q. As discussed below, the entirety of the Company’s proposed disclosure for its Allowance for Credit Losses in future quarterly reports, including the
information below, is included herein in Exhibit B.

 The Company further disaggregates its allowance for credit losses to
distinguish between the portion of the allowance attributed to legacy loans and the portion of the allowance attributed to acquired loans. The following table shows the allocation of the allowance for credit losses among various categories of loans
disaggregated between legacy loans, acquired legacy loans, Non-PCI loans and PCI 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 a legacy loan or an acquired loan.

 United States Securities and Exchange Commission

November 12, 2014

 Page 5

June 30, 2014

Acquired Loans

Legacy
Loans

Acquired
Legacy
Loans

Non-PCI
Loans

PCI
Loans

Total
Allowance

Percent of
Loans to
Total Loans

(Dollars in thousands)

 Balance of allowance for credit losses applicable to:

 Commercial and industrial

$
4,410

$
4,809

$
1,738

$
—

$
10,957

23.0
%

 Real estate

51,262

6,180

135

—

57,577

69.4
%

 Agriculture and agriculture real estate

1,172

249

27

—

1,448

5.8
%

 Consumer and other

3,167

89

28

—

3,284

1.8
%

 Total allowance for credit losses

$
60,011

$
11,327

$
1,928

$
—

$
73,266

100.0
%

December 31, 2013

Acquired Loans

Legacy
Loans

Acquired
Legacy
Loans

Non-PCI
Loans

PCI
Loans

Total
Allowance

Percent of
Loans to
Total Loans

(Dollars in thousands)

 Balance of allowance for credit losses applicable to:

 Commercial and industrial

$
6,139

$
1,831

$
197

$
—

$
8,167

16.5
%

 Real estate

51,235

4,889

110

—

56,234

73.9
%

 Agriculture and agriculture real estate

1,174

55

—

—

1,229

6.8
%

 Consumer and other

1,567

71

14

—

1,652

2.8
%

 Total allowance for credit losses

$
60,115

$
6,846

$
321

$
—

$
67,282

100.0
%

 At June 30, 2014, the allowance for credit losses totaled $73.3 million compared with $67.3 million at
December 31, 2013. At June 30, 2014, $11.3 million of the allowance for credit losses was attributable to acquired legacy loans compared with $6.8 million at December 31, 2013, an increase of $4.5 million or 65.5%. At June 30,
2014, the Company had $224.1 million of total outstanding discounts on acquired loans, of which $138.0 million was accretable.

 A change
in the allowance for credit losses can be attributable to several factors, including growth in the balance of legacy loans and the re-categorization of fair-valued acquired loans to acquired legacy loans, which subjects them to the allowance
methodology, historical credit loss information, specific reserves identified for impaired credits and changes in environmental factors. Due to the strong regional economy and historically low credit loss data, the increase in the allowance for
credit losses was primarily attributable to a growth in the legacy and acquired legacy loan balances.

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

 In response to the Staff’s Comment Letter, the Company has
revised its proposed disclosures to be included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in its annual reports on Form 10-K and quarterly reports on Form 10-Q. While the applicable
revised proposed disclosures are included within the Company’s responses to the Staff’s comments herein, the Company has also attached two exhibits that show the revised proposed disclosures as a whole within the context of the Form 10-K
and the Form 10-Q, as applicable. These exhibits include additional disclosures not included in the Company’s responses to the Staff’s comments herein that provide additional context and detail necessary for a full understanding of the
proposed disclosures.

 United States Securities and Exchange Commission

November 12, 2014

 Page 6

 The Company respectfully submits the proposed disclosures attached as Exhibit A
in response to the Staff’s comments, 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 Company will include similar disclosures in its future annual filings.

 In addition, the Company respectfully submits the proposed disclosures
attached as Exhibit B in response to the Staff’s comments, 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 Company’s quarterly report on Form 10-Q. The Company will include similar disclosures in its future quarterly filings.

Further, as discussed with the Staff, the Company has included the majority of the proposed disclosures discussed her