Prosperity Bancshares, Inc.(R) Reports Strong Third Quarter Earnings

October 16, 2009 6:00 AM EDT

HOUSTON, Oct. 16 /PRNewswire-FirstCall/ -- Prosperity Bancshares, Inc.(R) (Nasdaq: PRSP), the parent company of Prosperity Bank(R), reported net income for the quarter ended September 30, 2009 of $29.322 million or $0.63 per diluted common share, an increase in net income of $13.875 million or 89.8%, compared with $15.447 million or $0.33 per diluted common share for the same period in 2008. Earnings for the three months ended September 30, 2008 included a $9.116 million after-tax ($14.025 million pre-tax) impairment charge on Fannie Mae and Freddie Mac perpetual preferred securities ("impairment charge on securities" or "impairment charge"). Excluding the impairment charge, net income for the quarter ended September 30, 2008 would have been $24.563 million or $0.53 per diluted common share. Net income for the quarter ended September 30, 2009 increased $4.759 million or 19.4% when compared to net income for the quarter ended September 30, 2008 excluding the impairment charge.

"I am proud to report our team's outstanding performance during the past quarter," commented David Zalman, Chairman and Chief Executive Officer. "Our bankers are competing well in all of our markets and we continue to believe our strong asset quality and strong earnings capacity will lead to future opportunities."

"We continued to reduce our exposure to construction and development loans while our team of professional bankers continued to attract core deposit customers in our market areas throughout Texas," continued Zalman. "While Texas is certainly not immune to the economic ills affecting other parts of the country, we are encouraged by the resilience of the Texas economy."

Prosperity's management uses certain non GAAP (generally accepted accounting principles) financial measures to evaluate its performance. Specifically, Prosperity reviews tangible book value per share, return on average tangible common equity and the tangible equity to tangible assets ratio. Prosperity also reviewed its net income, earnings per share, non-interest expense and related performance ratios for the three and nine month periods ending September 30, 2008 excluding the non-recurring impairment charge on Fannie Mae and Freddie Mac perpetual preferred securities. Prosperity has included in this Earnings Release information relating to these non-GAAP financial measures for the applicable periods presented. Please refer to the "Notes to Selected Financial Data" at the end of this Earnings Release for a reconciliation of these non-GAAP financial measures.

Results of operations for the three months ended September 30, 2009

For the three months ended September 30, 2009, net income was $29.322 million compared with $15.447 million for the same period in 2008. Net income per diluted common share was $0.63 for the three months ended September 30, 2009 and $0.33 for the same period in 2008. Earnings for the three months ended September 30, 2008 included a $9.116 million after-tax ($14.025 million pre-tax) impairment charge on Fannie Mae and Freddie Mac perpetual preferred securities. Excluding the impairment charge, net income for the quarter ended September 30, 2008 would have been $24.563 million or $0.53 per diluted common share. Net income for the quarter ended September 30, 2009 increased $4.759 million or 19.4% when compared to net income for the quarter ended September 30, 2008 excluding the impairment charge. Returns on average assets, average common equity and average tangible common equity for the three months ended September 30, 2009 were 1.32%, 8.93% and 29.34%, respectively. Prosperity's efficiency ratio (excluding net gains and losses on the sale of securities and assets and impairment charge on securities) was 44.46% for the three months ended September 30, 2009.

Net interest income before provision for credit losses for the quarter ended September 30, 2009 increased 33.9% to $77.413 million compared with $57.806 million during the same period in 2008. The increase was attributable primarily to a 35.7% increase in average earning assets primarily due to the assumption of certain deposits and acquisition of certain assets of Franklin Bank from the FDIC. The net interest margin on a tax equivalent basis decreased to 4.08% for the three months ended September 30, 2009 compared with 4.15% for the same period in 2008.

On a linked quarter basis, the tax equivalent net interest margin increased four basis points to 4.08% for the three months ended September 30, 2009 from 4.04% reported for the three months ended June 30, 2009 as a result of multiple factors, including lower deposit pricing.

Non-interest income increased $2.119 million or 16.2% to $15.236 million for the three months ended September 30, 2009 compared with $13.117 million for the same period in 2008. The increase was mainly attributable to an increase in service charges on deposit accounts related to accounts assumed from the FDIC as part of the Franklin Bank transaction.

Non-interest expense decreased $5.029 million or 10.9% to $41.201 million for the third quarter of 2009 compared with $46.230 million for the third quarter of 2008. The decrease was attributable to a $14.025 million impairment charge on securities during the three months ended September 30, 2008, partially offset by increased expenses related to operating the additional banking offices that were acquired in the Franklin Bank transaction and increased FDIC insurance premiums. Excluding the impairment charge, non-interest expense increased $8.996 million or 27.9%, primarily due to increases in staff and general operating expenses related to the banking centers acquired in the Franklin Bank transaction and increased FDIC deposit insurance assessments.

Prosperity's FDIC deposit insurance assessments for 2008 were approximately $1.4 million. The expected full year 2009 FDIC deposit insurance assessment (excluding any one-time assessments) is currently projected to be between $8.0 million and $9.0 million pre-tax based upon deposit balances at September 30, 2009. Additionally, the FDIC imposed an emergency special assessment as of June 30, 2009, which for Prosperity totaled approximately $4.3 million in pre-tax expense or $0.06 per diluted common share after tax. Additionally, the FDIC has adopted a proposed rule to require depository institutions to pre-pay, on December 30, 2009, estimated quarterly risk-based assessments for the fourth quarter of 2009 and all of 2010, 2011 and 2012. Comments to the proposed rule are due to the FDIC by October 28, 2009 and a final rule will be adopted after that date.

Average loans increased 4.3% or $141.858 million to $3.431 billion for the quarter ended September 30, 2009 compared with $3.289 billion for the same period in 2008. Linked quarter average loans decreased 1.2% or $41.388 million from $3.472 billion at June 30, 2009. Average deposits increased 39.3% or $2.037 billion to $7.224 billion for the quarter ended September 30, 2009 compared with $5.187 billion for the same period in 2008. Linked quarter average deposits decreased 0.3% or $22.541 million from $7.246 billion at June 30, 2009.

Loans at September 30, 2009 were $3.406 billion, an increase of $157,520 million or 4.9%, compared with $3.249 billion at September 30, 2008. Loans decreased 1.3% or $45.182 million on a linked quarter basis compared with loans of $3.451 billion at June 30, 2009. As reflected in the table below, linked quarter loans for the third quarter of 2009 were impacted by the loans acquired from the FDIC as a part of the Franklin Bank transaction in November 2008. Excluding the loans acquired in this transaction, linked quarter loans decreased 0.8%.

Deposits at September 30, 2009 were $7.118 billion, an increase of $2.013 billion or 39.4%, compared with $5.105 billion at September 30, 2008. Linked quarter deposits decreased $139.902 million or 1.9% from $7.258 billion at June 30, 2009. As reflected in the table below, linked quarter deposits for the third quarter of 2009 were impacted by the deposits assumed from the FDIC as part of the Franklin Bank transaction. Excluding the deposits assumed in this transaction, linked quarter deposits increased 1.0% and 9.4% from September 30, 2008.

    Balance Sheet Data (at period
     end)                            Sept 30, 2009 June 30, 2009 Sept 30, 2008
                                     ------------- ------------- -------------
    (In thousands)                   (Unaudited)   (Unaudited)   (Unaudited)

    Loans:
     Acquired from FDIC (related to
      Franklin Bank)                     $264,319      $282,733            $0
     All other                          3,141,818     3,168,586     3,248,617
                                        ---------     ---------     ---------
       Total Loans                     $3,406,137    $3,451,319    $3,248,617
                                       ==========    ==========    ==========


    Deposits:
     Assumed from FDIC (related to
      Franklin Bank)                   $1,533,641    $1,729,657            $0
     All other                          5,584,352     5,528,238     5,104,842
                                        ---------     ---------     ---------
       Total Deposits                  $7,117,993    $7,257,895    $5,104,842
                                       ==========    ==========    ==========

At September 30, 2009, construction loans totaled $564.106 million, consisting of approximately $152 million of single family residential construction loans; $77 million of land development loans; $84 million of raw land loans; $104 million of residential lot loans; $48 million of commercial lot loans; and $99 million of commercial and other construction loans. This is a decrease of $49.280 million from construction loans at June 30, 2009.

At September 30, 2009, Prosperity had $8.957 billion in total assets, $3.406 billion in loans, and $7.118 billion in deposits. Assets, loans and deposits at September 30, 2009 increased by 32.0%, 4.9% and 39.4%, respectively, compared with their level at September 30, 2008.

Results of operations for the nine months ended September 30, 2009

For the nine months ended September 30, 2009, net income was $81.310 million compared with $61.822 million for the same period in 2008. Net income per diluted common share was $1.76 for the nine months ended September 30, 2009 compared with $1.37 for the same period in 2008. Returns on average assets, average common equity and average tangible common equity for the nine months ended September 30, 2009 were 1.22%, 8.39% and 28.72%, respectively. Prosperity's efficiency ratio was 47.60% for the nine months ended September 30, 2009.

Net interest income before provision for credit losses for the nine months ended September 30, 2009 increased $63.240 million or 38.6%, to $227.012 million compared with $163.772 million during the same period in 2008. The increase was attributable primarily to a 40.5% increase in average earning assets.

Non-interest income increased $6.524 million or 16.8% to $45.386 million for the nine months ended September 30, 2009 compared with $38.862 million for the same period in 2008. The increase was mainly attributable to an increase in service charges on deposit accounts related to accounts assumed from the FDIC as part of the Franklin Bank transaction and deposit accounts assumed from the 1st Choice acquisition.

Non-interest expense increased $23.314 million or 22.0% to $129.524 million for the nine months ended September 30, 2009 compared with $106.210 million for the same period in 2008. The increase was attributable to the increased expenses related to operating the additional banking offices that were acquired in the Franklin Bank transaction, the 1st Choice acquisition and FDIC deposit insurance assessments, partially offset by a $14.025 million pre-tax impairment charge on securities recognized in the third quarter of 2008.

The provision for credit losses was $20.275 million for the nine months ended September 30, 2009 compared to $3.867 million for the nine months ended September 30, 2008. Net charge offs were $9.932 million for the nine months ended September 30, 2009 compared to $4.611 million for the nine months ended September 30, 2008.

Asset Quality

Non-performing assets totaled $21.920 million or 0.29% of average earning assets at September 30, 2009 compared with $14.536 million or 0.26% of average earning assets at September 30, 2008 and $19.587 million or 0.26% of average earnings assets at June 30, 2009. The allowance for credit losses was 1.39% of total loans at September 30, 2009 compared with 1.05% at September 30, 2008 and 1.23% of total loans at June 30, 2009.

    Non-performing
     assets                 Sept 30, 2009     June 30, 2009     Sept 30, 2008
    (In thousands)          -------------     -------------     -------------
                            Amount    #       Amount    #       Amount    #
                            ------   ---      ------   ---      ------   ---
    Commercial                $920    26        $955    28      $1,600    26
    Construction            10,975    40      10,969    38       6,562    29
    1-4 family
     (including home
     equity)                 1,285    16       1,353    22       2,962    17
    Commercial real
     estate (including
     multi-family)           8,592    13       6,157     9       2,886     8
    Agriculture                  0     0           0     0         400     2
    Consumer                   148    13         153    11         126    18
    Other                        0     0           0     0           0     0
                               ---   ---         ---   ---         ---   ---
    Total                  $21,920   108     $19,587   108     $14,536   100
                           =======   ===     =======   ===     =======   ===
    Net Charge-offs         Three Months   Three Months    Three Months
                                Ended          Ended           Ended
    (In thousands)          Sept 30, 2009  June 30, 2009   Sept 30, 2008
                            -------------  -------------   -------------
    Commercial                       $712           $307            $223
    Construction                      780          1,185           1,043
    1-4 family (including
     home equity)                     297            510             128
    Commercial real estate
     (including
     multi-family)                    215          1,091             (14)
    Agriculture                        53             (1)             51
    Consumer                          492            434             373
                                      ---            ---             ---
    Total                          $2,549         $3,526          $1,804
                                   ======         ======          ======

The provision for credit losses was $7.250 million for the three months ended September 30, 2009 and $1.700 million for the three months ended September 30, 2008. Prosperity's loan loss reserve model called for increased provisioning in the third quarter due to increased charge-offs resulting from a general weakening of the economy. Net charge offs were $2.549 million for the three months ended September 30, 2009 and $1.804 million for the three months ended September 30, 2008.

Conference Call

Prosperity's management team will host a conference call on Friday, October 16, 2009 at 10:30 a.m. Eastern Daylight Time (9:30 a.m. Central Daylight Time) to discuss Prosperity's third quarter earnings. Individuals and investment professionals may participate in the call by dialing 1-800-895-4790, the reference code is PBTX.

Alternatively, individuals may listen to the live webcast of the presentation by visiting Prosperity's website at www.prosperitybanktx.com. The webcast may be accessed directly from Prosperity's Home page under News and Events.

Assumption of deposits and acquisition of certain assets from the FDIC as receiver for Franklin Bank, SSB

On November 7, 2008, Prosperity Bank(R) paid a deposit premium of approximately $60.918 million to assume approximately $3.6 billion of deposits, including all uninsured deposits, from the FDIC, acting in its capacity as receiver for Franklin Bank. The FDIC entered into a purchase and assumption agreement with Prosperity Bank, which paid a premium to ensure that all deposits of Franklin Bank, both insured and uninsured, were transferred to Prosperity Bank(R). Under the terms of the purchase and assumption agreement, Prosperity Bank(R) acquired certain assets from the FDIC, including approximately $350 million in US Treasury and Agency Securities and approximately $350 million in performing loans. The remaining net proceeds were predominately invested in US Agency Securities.

While Franklin Bank operated forty-five (45) full service banking offices, Prosperity Bank continues to operate thirty-three (33) of these locations and has consolidated the remainder with other nearby Prosperity locations.

Acquisition of 1st Choice Bancorp, Inc.

On June 1, 2008, Prosperity completed its previously announced acquisition of 1st Choice Bancorp, Inc. and its wholly owned subsidiary, 1st Choice Bank. 1st Choice Bancorp, Inc. operated two (2) banking offices in Houston, Texas, with one location in South Houston and another in the Heights area which was consolidated with Prosperity's Heights location and is located in 1st Choice's Heights banking office. As of May 31, 2008, 1st Choice Bancorp reported total assets of approximately $314.9 million, loans of approximately $192.7 million, deposits of approximately $285.2 million and stockholders' equity of approximately $26.4 million.

In connection with the acquisition, Prosperity issued 1,757,757 shares of its common stock and paid approximately $18.758 million in cash for all outstanding shares of 1st Choice Bancorp.

Prosperity Bancshares, Inc.(R)

Prosperity Bancshares, Inc.(R), a $9.0 billion Houston, Texas based regional financial holding company, formed in 1983, operates under a community banking philosophy and seeks to develop broad customer relationships based on service and convenience. Prosperity offers a variety of traditional loan and deposit products to its customers, which consist primarily of small and medium sized businesses and consumers. In addition to established banking products, Prosperity offers a complete line of services including: Internet Banking services at http://www.prosperitybanktx.com, Retail Brokerage Services, MasterMoney Debit Cards, and 24 hour voice response banking. Prosperity currently operates one hundred fifty-eight (158) full service banking locations; fifty-one (51) in the Houston area; twenty-seven (27) in the South Texas area including Corpus Christi and Victoria; twenty-four (24) in the Dallas/Fort Worth area; twenty (20) in the East Texas area; twenty-seven (27) in the Central Texas area including Austin and San Antonio; and nine (9) in the Bryan/College Station area.

    Bryan/College Station -
    Bryan
    Bryan-East
    Bryan-North
    Caldwell
    College Station
    Greens Prairie
    Navasota
    Rock Prairie
    Wellborn Road

    Central Texas Area -

    Austin -
    Allandale
    Cedar Park
    Congress
    183
    Lakeway
    Liberty Hill
    Northland
    Oak Hill
    Parmer Lane
    Research Blvd
    Rollingwood
    Slaughter Lane

    Other Central Texas Locations -
    Bastrop
    Dime Box
    Dripping Springs
    Elgin
    Flatonia
    Georgetown
    Kingsland
    La Grange
    Lexington
    New Braunfels
    Round Rock
    San Antonio
    Schulenburg
    Smithville
    Weimar

    Dallas/Fort Worth Area -

    Dallas -
    Abrams Centre
    Balch Springs
    Camp Wisdom
    Cedar Hill
    Central Expressway
    Frisco
    Frisco-West
    Kiest
    Preston Road
    Red Oak
    The Colony
    Turtle Creek
    Westmoreland

    Fort Worth -
    Haltom City
    Keller
    Roanoke
    Stockyards

    Other Dallas/Fort Worth Locations -
    Azle
    Ennis
    Gainesville
    Mesquite
    Muenster
    Sanger
    Waxahachie

    East Texas Area -
    Athens
    Athens-South
    Blooming Grove
    Canton
    Carthage
    Corsicana
    Crockett
    Eustace
    Grapeland
    Gun Barrel City
    Jacksonville
    Kerens
    Longview
    Mount Vernon
    Palestine
    Rusk
    Seven Points
    Tyler
    Tyler-University
    Winnsboro

    Houston Area -

    Houston -
    Aldine
    Bellaire
    Clear Lake
    Copperfield
    Cypress
    Downtown
    Fairfield
    Gessner
    Gladebrook
    Harrisburg
    Heights
    Highway 6 West
    Hillcroft
    Little York
    Medical Center
    Memorial Drive
    Pasadena
    Pecan Grove
    River Oaks
    Sugar Land
    SW Medical Center
    Tanglewood
    Uptown
    Waugh Drive
    Westheimer
    Woodcreek

    Other Houston Area Locations -
    Angleton
    Beaumont
    Cinco Ranch
    Cleveland
    East Bernard
    Edna
    El Campo
    Dayton
    Galveston
    Groves
    Hempstead
    Hitchcock
    Katy
    Liberty
    Magnolia
    Mont Belvieu
    Nederland
    Needville
    Sweeny
    Tomball
    Waller
    West Columbia
    Wharton
    Winnie
    Wirt

    South Texas Area -

    Corpus Christi -
    Airline
    Carmel
    Northwest
    Saratoga
    Water Street

    Other South Texas Locations -
    Alice
    Aransas Pass
    Bay City
    Beeville
    Cuero
    Goliad
    Gonzales
    Hallettsville
    Kingsville
    Mathis
    Padre Island
    Palacios
    Pleasanton
    Port Lavaca
    Portland
    Rockport
    Seguin
    Sinton
    Victoria
    Victoria-North
    Yoakum
    Yorktown

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: This release contains, and the remarks by Prosperity's management on the conference call may contain, forward-looking statements within the meaning of the securities laws that are based on current expectations, assumptions, estimates and projections about Prosperity and its subsidiaries. These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of Prosperity's control that may cause actual results to differ materially from those expressed or implied by the forward-looking statements. These risks and uncertainties include but are not limited to whether Prosperity can: successfully identify acquisition targets and integrate the businesses of acquired companies and banks; continue to sustain its current internal growth rate or total growth rate; provide products and services that appeal to its customers; continue to have access to debt and equity capital markets; and achieve its sales objectives. Other risks include, but are not limited to: the possibility that credit quality could deteriorate; actions of competitors; changes in laws and regulations (including changes in governmental interpretations of regulations and changes in accounting standards); a deterioration or downgrade in the credit quality and credit agency ratings of the securities in Prosperity's securities portfolio; customer and consumer demand, including customer and consumer response to marketing; effectiveness of spending, investments or programs; fluctuations in the cost and availability of supply chain resources; economic conditions, including currency rate fluctuations and interest rate fluctuations; weather; and the stock price volatility associated with "small-cap" companies. These and various other factors are discussed in Prosperity's Annual Report on Form 10-K for the year ended December 31, 2008 and other reports and statements we have filed with the SEC. Copies of the SEC filings for Prosperity may be downloaded from the Internet at no charge from www.prosperitybanktx.com.


                         Prosperity Bancshares, Inc.(R)
                             Financial Highlights
         (Dollars and share amounts in thousands, except per share data)

                                 Three Months Ended     Nine Months Ended
                                Sept 30,    Sept 30,   Sept 30,     Sept 30,
                                  2009        2008       2009         2008
                               ----------- ----------- ----------- -----------
    Selected Earnings          (Unaudited) (Unaudited) (Unaudited) (Unaudited)
     and Per Share Data

    Total interest income       $101,695     $84,846   $310,029     $251,290
    Total interest expense        24,282      27,040     83,017       87,518
                                  ------      ------     ------       ------
    Net interest income           77,413      57,806    227,012      163,772
    Provision for credit losses    7,250       1,700     20,275        3,867
                                   -----       -----     ------        -----
    Net interest income after
     provision for credit
     losses                       70,163      56,106    206,737      159,905

    Total non-interest income     15,236      13,117     45,386       38,862
    Total non-interest
     expense (A)                  41,201      46,230    129,524      106,210
                                  ------      ------    -------      -------
    Net income before taxes       44,198      22,993    122,599       92,557
    Federal income taxes          14,876       7,546     41,289       30,735
                                  ------       -----     ------       ------

    Net income (B)               $29,322     $15,447    $81,310      $61,822
                                 =======     =======    =======      =======

    Basic earnings per
     share (C)                     $0.64       $0.34      $1.76        $1.37

    Diluted earnings per
     share (C)                     $0.63       $0.33      $1.76        $1.37

    Period end shares
     outstanding                  46,153      46,072     46,153       46,072
    Weighted average shares
     outstanding (basic)          46,125      46,065     46,106       45,038
    Weighted average shares
     outstanding (diluted)        46,347      46,302     46,243       45,217

    (A) Total non-interest expense for the three and nine months ended
    September 30, 2008 includes a $14.025 million pre-tax impairment charge on
    securities.

    (B) Earnings for the three and nine months ended September 30, 2008
    include a $14.025 million pre-tax, or $9.116 million after-tax, impairment
    charge on securities.

    (C) Earnings for the three and nine months ended September 30, 2008
    includes a $14.025 million pre-tax, or $9.116 million after-tax,
    impairment charge on securities which resulted in a $0.19 and $0.20
    decrease in basic and diluted earnings per share to $0.34 and $0.33,
    respectively, for the three months ended September 30, 2008 and a $0.21
    and $0.20 decrease in basic and diluted earnings per share to $1.37 and
    $1.37, respectively, for the nine months ended September 30, 2008.

                            Prosperity Bancshares, Inc.(R)
                                Financial Highlights
                               (Dollars in thousands)

                                 Three Months Ended      Nine Months Ended
                                Sept 30,    Sept 30,   Sept 30,     Sept 30,
                                  2009        2008       2009         2008
                               ----------- ----------- ----------- -----------
    Balance Sheet Averages     (Unaudited) (Unaudited) (Unaudited) (Unaudited)


    Total loans                $3,431,061  $3,289,203   3,477,972  $3,212,176
    Investment securities       4,062,796   2,292,571   4,019,370   2,134,396
    Federal funds sold
     and other temporary
     investments                  107,008      18,854      98,782      61,264
                                  -------      ------      ------      ------
    Total earning assets        7,600,865   5,600,628   7,596,124   5,407,836
    Allowance for credit
     losses                       (43,610)    (33,746)    (40,045)    (32,839)
    Cash and due from
     banks                        126,659     134,849     139,017     137,177
    Goodwill                      875,176     811,726     875,450     785,853
    Core deposit
     intangibles (CDI)             39,027      46,240      39,217      44,840
    Other real estate              13,910       6,972      11,508       8,984
    Fixed assets, net             150,216     124,828     141,510     124,082
    Other assets                  105,304     109,952     106,204     112,720
                                  -------     -------     -------     -------
    Total assets               $8,867,547  $6,801,449  $8,868,985  $6,588,653
                               ==========  ==========  ==========  ==========


    Non-interest bearing
     deposits                  $1,475,878  $1,266,924  $1,490,911  $1,212,379
    Interest bearing
     deposits                   5,747,980   3,920,291   5,761,958   3,842,826
                                ---------   ---------   ---------   ---------
    Total deposits              7,223,858   5,187,215   7,252,869   5,055,205
    Securities sold under
     repurchase agreements        109,961      95,533      95,488      81,390
    Federal funds
     purchased and
     other borrowings              49,539     146,172      53,733     106,572
    Junior subordinated
     debentures                    92,265      92,265      92,265     101,429
    Other liabilities              77,913      55,105      82,492      61,405
    Shareholders'
     equity(D)                  1,314,011   1,225,159   1,292,138   1,182,652
                                ---------   ---------   ---------   ---------
    Total liabilities and
     equity                    $8,867,547  $6,801,449  $8,868,985  $6,588,653
                               ==========  ==========  ==========  ==========

    (D) Includes $13,735 and ($3,643) in after tax unrealized gains (losses)
    on available for sale securities for the three months ending September 30,
    2009 and September 30, 2008, respectively, and $13,767 and ($1,109) for
    the nine months ending September 30, 2009 and September 30, 2008,
    respectively.

                           Prosperity Bancshares, Inc.(R)
                               Financial Highlights
                              (Dollars in thousands)

                                Three Months Ended      Nine Months Ended
                               Sept 30,    Sept 30,   Sept 30,     Sept 30,
                                 2009        2008       2009         2008
                              ----------- ----------- ----------- -----------
    Income Statement Data     (Unaudited) (Unaudited) (Unaudited) (Unaudited)

    Interest on loans            $54,809    $56,925    $165,859   $171,393
    Interest on securities        46,812     27,834     143,990     78,473
    Interest on federal funds
     sold and other temporary
     investments                      74         87         180      1,424
                                     ---        ---         ---      -----
    Total interest income        101,695     84,846     310,029    251,290
                                 -------     ------     -------    -------
    Interest expense - deposits   22,694     23,874      77,772     78,029
    Interest expense -
     debentures                      879      1,410       2,957      4,987
    Interest expense - other         709      1,756       2,288      4,502
                                     ---      -----       -----      -----
    Total interest expense        24,282     27,040      83,017     87,518
                                  ------     ------      ------     ------
    Net interest income (E)       77,413     57,806     227,012    163,772
    Provision for credit losses    7,250      1,700      20,275      3,867
                                   -----      -----      ------      -----
    Net interest income after
     provision for credit
     losses                       70,163     56,106     206,737    159,905
                                  ------     ------     -------    -------
    Service charges on
     deposit accounts             13,554     11,348      38,789     32,581
    Net (loss) gain on sale of
     assets                          (20)        34         277        715
    Net gain (loss) on sale of
     ORE                             115       (210)        552       (648)
    Brokered mortgage income          59         74         269        296
    Net gain on sale of held
     for sale loans                    0         46           0        229
    Other non-interest income      1,528      1,825       5,499      5,689
                                   -----      -----       -----      -----
    Total non-interest income     15,236     13,117      45,386     38,862
                                  ------     ------      ------     ------

    Salaries and benefits (F)     21,507     17,526      64,649     50,407
    CDI amortization               2,479      2,562       7,635      7,513
    Net occupancy and equipment    3,624      3,088      11,116      8,765
    Depreciation                   2,100      1,955       6,170      5,812
    Data processing
     and software amortization     1,446      1,319       5,063      3,971
    Impairment charge on
     securities                        0     14,025           0     14,025
    Other non-interest expense    10,045      5,755      34,891     15,717
                                  ------      -----      ------     ------
    Total non-interest expense    41,201     46,230     129,524    106,210
                                  ------     ------     -------    -------
    Net income before taxes       44,198     22,993     122,599     92,557
    Federal income taxes          14,876      7,546      41,289     30,735
                                  ------      -----      ------     ------
    Net income available
     to common shareholders(G)   $29,322    $15,447     $81,310    $61,822
                                 =======    =======     =======    =======

    (E) Net interest income on a tax equivalent basis would be $78,111 and
    $58,471 for the three months ended September 30, 2009 and September 30,
    2008, respectively, and $229,096 and $165,995 for the nine months ended
    September 30, 2009 and September 30, 2008, respectively.

    (F) Salaries and benefits includes stock-based compensation expense of
    $267 and $470 for the three months ended September 30, 2009 and September
    30, 2008, respectively, and $887 and $1,111 for the nine months ended
    September 30, 2009 and September 30, 2008, respectively.

    (G) Earnings for the three and nine months ended September 30, 2008
    includes a $14.025 million pre-tax, or $9.116 million after-tax,
    impairment charge on securities.


                          Prosperity Bancshares, Inc.(R)
                             Financial Highlights
        (Dollars and share amounts in thousands, except per share data)

                                  Three Months Ended     Nine Months Ended
                                 Sept 30,    Sept 30,   Sept 30,     Sept 30,
                                   2009        2008       2009         2008
                               ----------- ----------- ----------- -----------
    Common Share and Other     (Unaudited) (Unaudited) (Unaudited) (Unaudited)
     Data

    Employees - FTE                  1,608     1,366       1,608       1,366

    Book value per share            $28.75    $26.68      $28.75      $26.68
    Tangible book value per share    $8.93     $8.08       $8.93       $8.08


    Period end shares outstanding   46,153    46,072      46,153      46,072
    Weighted average shares
     outstanding (basic)            46,125    46,065      46,106      45,038
    Weighted average shares
     outstanding (diluted)          46,347    46,302      46,243      45,217

    Non-accrual loans               $2,878    $2,757      $2,878      $2,757
    Accruing loans 90 or more
     days past due                   5,938     4,083       5,938       4,083
    Restructured loans                   0         0           0           0
                                       ---       ---         ---         ---
    Total non-performing loans       8,816     6,840       8,816       6,840
    Repossessed assets                 366       158         366         158
    Other real estate               12,738     7,538      12,738       7,538
                                    ------     -----      ------       -----
      Total non-performing assets  $21,920   $14,536     $21,920     $14,536

    Allowance for credit losses
     at end of period              $47,312   $33,981     $47,312     $33,981

    Net charge-offs                 $2,549    $1,804      $9,932      $4,611

    Basic earnings per share (H)     $0.64     $0.34       $1.76       $1.37

    Diluted earnings per share (H)   $0.63     $0.33       $1.76       $1.37

    (H) Earnings for the three and nine months ended September 30, 2008
    includes a $14.025 million pre-tax, or $9.116 million after-tax,
    impairment charge on securities which resulted in a $0.19 and $0.20
    decrease in basic and diluted earnings per share to $0.34 and $0.33,
    respectively, for the three months ended September 30, 2008 and a $0.21
    and $0.20 decrease in basic and diluted earnings per share to $1.37 and
    $1.37, respectively, for the nine months ended September 30, 2008.



                            Prosperity Bancshares, Inc.(R)
                                 Financial Highlights

                                 Three Months Ended      Nine Months Ended
                                 Sept 30,    Sept 30,   Sept 30,     Sept 30,
                                   2009        2008       2009         2008
                               ----------- ----------- ----------- -----------
    Performance Ratios         (Unaudited) (Unaudited) (Unaudited) (Unaudited)

    Return on average
     assets (annualized) (I)       1.32%       0.91%       1.22%       1.25%
    Return on average common
     equity (annualized) (I)       8.93%       5.04%       8.39%       6.97%
    Return on average tangible
     common equity
     (annualized) (I)             29.34%      16.83%      28.72%      23.42%
    Net interest margin
     (tax equivalent)
     (annualized) (J)              4.08%       4.15%       4.03%       4.10%

    Efficiency ratio (K)          44.46%      45.43%      47.60%      45.65%

    Asset Quality Ratios

    Non-performing assets to
     average earning assets        0.29%       0.26%       0.29%       0.27%
    Non-performing assets to
     loans and other real estate   0.64%       0.45%       0.64%       0.45%
    Net charge-offs
     to average loans              0.07%       0.05%       0.29%       0.14%
    Allowance for credit losses
     to total loans                1.39%       1.05%       1.39%       1.05%

    Common Stock Market Price

    High                          $37.36      $46.48      $37.36      $46.48

    Low                           $28.13      $23.32      $20.04      $21.96

    Period end market price       $34.79      $33.99      $34.79      $33.99

    (I) Earnings for the three and nine months ended September 30, 2008
    includes a $14.025 million pre-tax, or $9.116 million after-tax,
    impairment charge on securities which resulted in a 53 and 19 basis point
    decrease in return on average assets to 0.91% and 1.25%, respectively, a
    298 and 103 basis point decrease in return on average equity to 5.04% and
    6.97%, respectively, and a 993 and 345 basis point decrease in return on
    average tangible common equity to 16.83% and 23.42%, respectively

    (J) Net interest margin for all periods presented is calculated on an
    actual 365 or actual 366 day basis.

    (K) The Company revised its efficiency ratio in the fourth quarter 2008
    and no longer excludes gains and losses on the sale of ORE.  The
    efficiency ratio is calculated by dividing total non-interest expense
    (excluding provision for credit losses) by net interest income plus non-
    interest income (excluding net gains and losses on the sale of securities
    and assets and impairment charge on securities). Prior period amounts have
    been restated to reflect the current methodology.  Additionally, taxes are
    not part of this calculation.

                       Prosperity Bancshares, Inc.(R)
                          Financial Highlights
                          (Dollars in thousands)

                                   Sept 30, 2009       June 30, 2009
                                   -------------       -------------
    Loan Portfolio                 (Unaudited)         (Unaudited)

    Commercial                      $439,848   12.92%   $461,622   13.38%
    Construction                     564,106   16.56%    613,386   17.77%
    1-4 family residential           692,885   20.34%    675,702   19.58%
    Home equity                      116,873    3.43%    115,029    3.33%
    Commercial real estate         1,336,454   39.24%  1,318,489   38.20%
    Agriculture                      145,176    4.26%    149,515    4.33%
    Consumer                         110,795    3.25%    117,576    3.41%
                                     -------             -------
    Total Loans                   $3,406,137          $3,451,319
                                  ==========          ==========

    Deposit Types

    Non-interest bearing DDA      $1,473,189   20.70% $1,476,378   20.34%
    Interest bearing DDA           1,066,778   14.99%  1,060,965   14.62%
    Money Market                   1,682,345   23.63%  1,614,874   22.25%
    Savings                          320,078    4.50%    325,232    4.48%
    Time < $100                    1,289,362   18.11%  1,418,375   19.54%
    Time > $100                    1,286,241   18.07%  1,362,071   18.77%
                                   ---------           ---------
    Total Deposits                $7,117,993          $7,257,895
                                  ==========          ==========


    Loan to Deposit Ratio              47.9%               47.6%

    Construction Loans

    Single family residential
     construction                   $152,056   26.96%   $177,632   28.96%
    Land development                  76,996   13.65%     86,363   14.08%
    Raw land                          84,384   14.96%     96,157   15.67%
    Residential lots                 103,565   18.36%    101,321   16.52%
    Commercial lots                   48,139    8.53%     49,614    8.09%
    Commercial
     construction and other           98,966   17.54%    102,299   16.68%
                                      ------             -------
    Total Construction Loans        $564,106            $613,386
                                    ========            ========


                                   March 31, 2009     Dec 31, 2008
                                   --------------     ------------
    Loan Portfolio                 (Unaudited)        (Unaudited)

    Commercial                      $461,514   13.18%   $499,143   13.99%
    Construction                     643,151   18.37%    666,080   18.67%
    1-4 family residential           667,392   19.06%    668,096   18.73%
    Home equity                      112,053    3.20%    107,048    3.01%
    Commercial real estate         1,346,056   38.45%  1,343,401   37.66%
    Agriculture                      144,384    4.12%    145,649    4.08%
    Consumer                         126,750    3.62%    137,640    3.86%
                                     -------             -------
    Total Loans                   $3,501,300          $3,567,057
                                  ==========          ==========

    Deposit Types

    Non-interest bearing DDA      $1,510,005   20.95% $1,522,983   20.85%
    Interest bearing DDA           1,030,826   14.30%  1,082,078   14.82%
    Money Market                   1,495,724   20.76%  1,400,673   19.18%
    Savings                          322,130    4.47%    309,938    4.24%
    Time < $100                    1,491,380   20.69%  1,577,431   21.60%
    Time > $100                    1,356,814   18.83%  1,410,194   19.31%
                                   ---------           ---------
    Total Deposits                $7,206,879          $7,303,297
                                  ==========          ==========


    Loan to Deposit Ratio              48.6%               48.8%

    Construction Loans

    Single family residential
     construction                   $214,034   33.28%   $237,191   35.61%
    Land development                  91,005   14.15%     90,846   13.64%
    Raw land                          89,003   13.84%     89,120   13.38%
    Residential lots                 104,684   16.28%    106,869   16.04%
    Commercial lots                   37,318    5.80%     39,374    5.91%
    Commercial construction and
     other                           107,107   16.65%    102,680   15.42%
                                     -------             -------
    Total Construction Loans        $643,151            $666,080
                                    ========            ========

                             Prosperity Bancshares, Inc.(R)
                                 Financial Highlights
                                (Dollars in thousands)

                    Sept 30,     June 30,    Mar 31,     Dec 31,    Sept 30,
                      2009        2009        2009        2008        2008
                    ---------  ----------- ----------- ----------- -----------
    Balance Sheet
     Data
    (at period
     end)          (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)

    Total
     loans          $3,406,137  $3,451,319  $3,501,300  $3,567,057 $3,248,617
    Investment
    securities (L)   4,255,057   3,981,109   3,991,200   4,160,401  2,294,403
    Federal
     funds
     sold and
     other
     temporary
     investments        35,930     128,451      14,930      16,404     25,748
                        ------     -------      ------      ------     ------
    Total
     earning
     assets          7,697,124   7,560,879   7,507,430   7,743,862  5,568,768
    Allowance
     for
     credit
     losses            (47,312)    (42,611)    (39,238)    (36,970)   (33,981)
    Cash and
     due from
     banks             120,932     142,860     148,938     212,335    159,386
    Goodwill           876,958     875,434     874,356     874,654    811,916
    Core
     deposit
     intangibles        37,825      40,305      42,796      38,196     44,974
    Other
     real
     estate             12,738      11,101       9,134       4,450      7,538
    Fixed
     assets,
     net               149,725     149,742     151,544     123,638    123,823
    Other
     assets            109,342     101,241     104,237     112,199    105,485
                       -------     -------     -------     -------    -------
    Total
     assets         $8,957,332  $8,838,951  $8,799,197  $9,072,364 $6,787,909
                    ==========  ==========  ==========  ========== ==========

    Demand
     deposits       $1,473,189  $1,476,378  $1,510,005  $1,522,983 $1,263,407
    Interest
     bearing
     deposits        5,644,804   5,781,517   5,696,874   5,780,314  3,841,435
                     ---------   ---------   ---------   ---------  ---------
    Total
     deposits        7,117,993   7,257,895   7,206,879   7,303,297  5,104,842
    Securities
     sold
     under
     repurchase
     agreements        100,636      96,732      81,773      96,017    100,310
    Federal
     funds
     purchased
     and
     other
     borrowings        253,855      28,170      28,441     229,395    219,671
    Junior
     subordinated
     debentures         92,265      92,265      92,265      92,265     92,265
    Other
     liabilities        65,548      64,794     109,291      96,284     41,641
                        ------      ------     -------      ------     ------
    Total
     liabilities     7,630,297   7,539,856   7,518,649   7,817,258  5,558,729
    Shareholders'
     equity (M)      1,327,035   1,299,095   1,280,548   1,255,106  1,229,180
                     ---------   ---------   ---------   ---------  ---------
    Total
     liabilities
     and
     equity         $8,957,332  $8,838,951  $8,799,197  $9,072,364 $6,787,909
                    ==========  ==========  ==========  ========== ==========

    (L) Includes $26,688, $20,153, $23,784, $15,158 and $1,220 in unrealized
    gains on available for sale securities for the quarterly periods ending
    September 30, 2009, June 30, 2009, March 31, 2009, December 31, 2008, and
    September 30, 2008,  respectively.

    (M) Includes $17,347, $13,099, $15,460, $9,853 and $793  in after-tax
    unrealized gains on available for sale securities for the quarterly
    periods ending September 30, 2009, June 30, 2009, March 31, 2009, December
    31, 2008, and September 30, 2008, respectively.

                            Prosperity Bancshares, Inc.(R)
                               Financial Highlights
                              (Dollars in thousands)

                                      Three Months Ended
                    Sept 30,    June 30,     Mar 31,     Dec 31,    Sept 30,
                      2009        2009        2009        2008        2008
                   ----------- ----------- ----------- ----------- -----------
    Income
     Statement
     Data          (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)

    Interest on
     loans             $54,809    $55,248   $55,802     $56,073      $56,925
    Interest on
     securities         46,812     47,450    49,726      39,713       27,834
    Interest on
     federal
     funds
     sold and
     other
     earning
     assets                 74         70        38         802           87
                            --         --        --         ---           --
        Total
         interest
         income        101,695    102,768   105,566      96,588       84,846
                       -------    -------   -------      ------       ------
    Interest
     expense -
     deposits           22,694     25,621    29,457      29,663       23,874
    Interest
     expense -
     debentures            879        959     1,119       1,452        1,410
    Interest
     expense -
     other                 709        667       912       1,516        1,756
                           ---        ---       ---       -----        -----
        Total
         interest
         expense        24,282     27,247    31,488      32,631       27,040
                        ------     ------    ------      ------       ------
        Net
         interest
         income         77,413     75,521    74,078      63,957       57,806
    Provision
     for credit
     losses              7,250      6,900     6,125       6,000        1,700
                         -----      -----     -----       -----        -----
        Net
         interest
         income
         after
         provision
         for credit
         losses         70,163     68,621    67,953      57,957       56,106
                        ------     ------    ------      ------       ------
    Service
     charges on
     deposits
     accounts           13,554     12,863    12,372      13,204       11,348
    Net (loss)
     gain on
     sale of
     assets                (20)       200        97         130           34
    Net gain
     (loss) on
     sale of
     ORE                   115        415        22      (1,684)        (210)
    Brokered
     mortgage
     income                 59        140        70          34           74
    Net gain on
     sale of
     held for
     sale loans              0          0         0           0           46
    Other
     non-interest
     income              1,528      1,515     2,456       1,824        1,825
                         -----      -----     -----       -----        -----
        Total
         non-interest
         income         15,236     15,133    15,017      13,508       13,117
                        ------     ------    ------      ------       ------
    Salaries and
     benefits           21,507     20,494    22,648      20,411       17,526
    CDI
     amortization        2,479      2,492     2,664       2,284        2,562
    Net
     occupancy
     and
     equipment           3,624      3,514     3,978       3,704        3,088
    Depreciation         2,100      2,069     2,001       1,854        1,955
    Data
     processing
     and
     software
     amortization        1,446      1,562     2,055       1,609        1,319
    Impairment
     charge on
     securities              0          0         0           0       14,025
    Other
     non-interest
     expense            10,045     14,169    10,677       7,724        5,755
                        ------     ------    ------       -----        -----
        Total
         non-interest
         expense        41,201     44,300    44,023      37,586       46,230
                        ------     ------    ------      ------       ------
        Net income
         before
         taxes          44,198     39,454    38,947      33,879       22,993
                        ------     ------
    Federal
     income
     taxes              14,876     12,944    13,469      11,194        7,546
                        ------     ------    ------      ------        -----
        Net income
         available
         to
         common
         share-
         holders(N)    $29,322    $26,510   $25,478     $22,685      $15,447
                       =======    =======   =======     =======      =======

    (N) Earnings for the three months ended September 30, 2008 includes a
    $14.025 million pre-tax, or $9.116 million after-tax, impairment charge on
    securities.

                           Prosperity Bancshares, Inc.(R)
                               Financial Highlights

                                      Three Months Ended
                     Sept 30,   June 30,    Mar 31,     Dec 31,     Sept 30,
                      2009        2009        2009        2008        2008
                   ----------- ----------- ----------- ----------- -----------
    Comparative
     Quarterly
     Asset Quality,
     Performance
     & Capital
     Ratios        (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)

    Return on
     average
     assets
     (annualized)
     (O)              1.32%       1.20%       1.15%       1.09%       0.91%
    Return on
     average
     common
     equity
     (annualized)
     (O)              8.93%       8.18%       8.02%       7.30%       5.04%
    Return on
     average
     tangible
     equity
     (annualized)
     (O)             29.34%      27.98%      28.52%      24.89%      16.83%
    Net interest
     margin
     (tax
     equivalent)
     (annualized)     4.08%       4.04%       3.98%       3.65%       4.15%

    Employees
     - FTE            1,608       1,634       1,684       1,734       1,366

    Efficiency
     ratio           44.46%      48.98%      49.47%      48.60%      45.43%
    Non-performing
     assets to
     average
     earning
     assets           0.29%       0.26%       0.16%       0.20%       0.26%
    Non-performing
     assets to
     loans and
     other real
     estate           0.64%       0.57%       0.36%       0.40%       0.45%
    Net charge-offs
     to
     average loans    0.07%       0.10%       0.11%       0.09%       0.05%
    Allowance for
     credit
     losses
     to total loans   1.39%       1.23%       1.12%       1.04%       1.05%

    Book value per
     share           $28.75      $28.17      $27.78      $27.24      $26.68

    Tangible book
     value per
     share            $8.93       $8.31       $7.88       $7.43       $8.08

    Tier 1 risk-
     based
     capital         11.85%      11.24%      10.53%       9.89%      12.71%

    Total risk-
     based capital   13.01%      12.28%      11.48%      10.76%      13.65%

    Tier 1 leverage
     capital          6.09%       5.81%       5.48%       5.68%       7.75%

    Tangible equity
     to
     tangible
     assets           5.13%       4.84%       4.61%       4.19%       6.28%

    Equity to
     assets          14.82%      14.70%      14.55%      13.83%      18.11%

    (O) Earnings for the three months ended September 30, 2008 includes a
    $14.025 million pre-tax, or $9.116 million after-tax, impairment charge on
    securities, which resulted in a 53 basis point decrease in return on
    average assets to 0.91%, a 298 basis point decrease in return on average
    equity to 5.04% and a 993 basis point decrease in return on average
    tangible common equity to 16.83%.


                            Prosperity Bancshares, Inc.(R)
                       Supplemental Financial Data (Unaudited)
                               (Dollars in thousands)

                                      Three Months Ended September 30, 2009
    YIELD ANALYSIS                   Average     Interest Earned   Average
                                     Balance     / Interest Paid   Yield/Rate
                                     -------     ---------------  ------------

    Interest Earning Assets:
    Loans                           $3,431,061          $54,809          6.34%
    Investment securities            4,062,796           46,812          4.61%
    Federal funds sold
     and other temporary
     investments                       107,008               74          0.27%
                                       -------               --
      Total interest earning
       assets                        7,600,865         $101,695          5.31%
                                                       --------
    Allowance for credit losses        (43,610)
    Non-interest earning assets      1,310,292
                                     ---------
      Total assets                  $8,867,547
                                    ==========

    Interest Bearing
     Liabilities:
    Interest bearing demand
     deposits                       $1,092,719           $2,253          0.82%
    Savings and money market
     deposits                        1,969,427            4,579          0.92%
    Certificates and other time
     deposits                        2,685,834           15,862          2.34%
    Securities sold under
     repurchase agreements             109,961              320          1.15%
    Federal funds purchased and
     other borrowings                   49,539              389          3.12%
    Junior subordinated
     debentures                         92,265              879          3.78%
                                        ------              ---
      Total interest bearing
       liabilities                  $5,999,745          $24,282          1.61%
                                                        -------
    Non-interest bearing
     liabilities:
    Non-interest bearing demand
     deposits                       $1,475,878
    Other liabilities                   77,913
                                        ------
      Total liabilities             $7,553,536
                                    ----------
    Shareholders' equity            $1,314,011
                                    ----------
      Total liabilities and
       shareholders' equity         $8,867,547
                                    ==========

    Net Interest Income & Margin                        $77,413          4.04%
                                                        =======

    Net Interest Income & Margin
         (tax equivalent)                               $78,111          4.08%
                                                        =======

                          Prosperity Bancshares, Inc.(R)
                     Supplemental Financial Data (Unaudited)
                             (Dollars in thousands)

                                         Three Months Ended September 30, 2008
     YIELD ANALYSIS                                       Interest
                                                            Earned
                                               Average    /Interest  Average
                                               Balance      Paid    Yield/Rate
                                             ----------   --------- ----------
     Interest Earning Assets:
     Loans                                   $3,289,203     $56,925      6.89%
     Investment securities                    2,292,571      27,834      4.86%
     Federal funds sold
      and other temporary investments            18,854          87      1.84%
                                                 ------          --
       Total interest earning assets          5,600,628     $84,846      6.03%
                                                            -------
     Allowance for credit losses                (33,746)
     Non-interest earning assets              1,234,567
                                              ---------
       Total assets                          $6,801,449
                                             ==========

     Interest Bearing Liabilities:
     Interest bearing demand deposits          $712,741      $1,565      0.87%
     Savings and money market deposits        1,439,838       6,783      1.87%
     Certificates and other time
      deposits                                1,767,712      15,526      3.49%
     Securities sold under repurchase
      agreements                                 95,533         631      2.63%
     Federal funds purchased and other
      borrowings Securities sold under
      repurchase agreements                     146,172       1,125      3.06%
     Junior subordinated debentures              92,265       1,410      6.08%
                                                 ------       -----
      Total interest bearing liabilities      4,254,261     $27,040      2.53%
                                                            -------
     Non-interest bearing liabilities:
     Non-interest bearing demand
      deposits                                1,266,924
     Other liabilities                           55,105
                                                 ------
       Total liabilities                      5,576,290
     Shareholders' equity                     1,225,159
                                              ---------
       Total liabilities and shareholders'
        equity                               $6,801,449
                                             ==========

     Net Interest Income & Margin                           $57,806      4.11%
                                                            =======

     Net Interest Income & Margin
      (tax equivalent)                                      $58,471      4.15%
                                                            =======

                              Prosperity Bancshares, Inc.(R)
                         Supplemental Financial Data (Unaudited)
                                 (Dollars in thousands)

                                          Nine Months Ended September 30, 2009
     YIELD ANALYSIS                                       Interest
                                                          Earned
                                              Average    /Interest   Average
                                              Balance       Paid    Yield/Rate
                                              -------    ---------- ----------

     Interest Earning Assets:
     Loans                                   $3,477,972   $165,859     6.38%
     Investment securities                    4,019,370    143,990     4.78%
     Federal funds sold
      and other temporary investments            98,782        180     0.24%
                                                 ------        ---
       Total interest earning assets          7


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