Prosperity Bancshares, Inc.® Reports Strong First Quarter 2014 Earnings

   Prosperity Bancshares, Inc.® Reports Strong First Quarter 2014 Earnings

- Acquisition of F&M Bancorporation Inc. completed on April 1, 2014

- First quarter 2014 earnings per share (diluted) increased 17.4% to $1.01
compared with the first quarter 2013

- Net income increased $17.832 million or 36.2% compared with the first
quarter 2013

- Nonperforming assets remain low at 0.11% of first quarter average earning
assets

- Loans increased $2.489 billion or 47.3% compared with the first quarter 2013

- Deposits increased $3.747 billion or 32.0% compared with the first quarter
2013

- Named to the 2013 Keefe Bruyette & Woods Honor Roll

PR Newswire

HOUSTON, April 23, 2014

HOUSTON, April 23, 2014 /PRNewswire/ --Prosperity Bancshares, Inc.® (NYSE:
PB), the parent company of Prosperity Bank® ^ (collectively, "Prosperity"),
reported net income for the quarter ended March 31, 2014, of $67.137 million
or $1.01 per diluted common share, an increase in net income of $17.832
million or 36.2%, compared with $49.305 million, and an increase in diluted
earnings per share of 17.4%, compared with $0.86 per diluted common share for
the same period in 2013.

"I am honored and excited to share with everyone the great results we had in
the first quarter of 2014. We were again named the Best Bank in America by
Forbes magazine. In fact, we were recognized in both 2012 and 2014 as the
Best Bank in America. The earnings speak for themselves, with diluted
earnings per share of $1.01 for the quarter, an increase of 17.4% compared
with the first quarter of 2013. We continued to see good organic loan growth.
Excluding loans acquired in acquisitions, loans at March 31, 2014 grew 8.2%
compared with March 31, 2013 and 1.8% (7.2% annualized) on a linked quarter
basis. We continue to see strong organic deposit growth as well," said David
Zalman, Prosperity's Chairman and Chief Executive Officer.

"We are finished with the operational integration of First Victoria National
Bank and could not be more pleased. All of the associates with First Victoria
have been great and have taken a number of leadership roles in our company.
We completed the acquisition of F&M Bank this month and expect the operational
integration to take place in June. We are very excited about this transaction
and look forward to a great future and relationship with all of the associates
of F&M," continued Zalman.

"I am also pleased to announce Prosperity Bancshares' inclusion into the 2013
Keefe Bruyette & Woods Honor Roll. To qualify for this honor, the company
must maintain extraordinarily high quantitative metrics for the last 10
years. "Thirty-one banking institutions posted a 10-year record worthy of
admission to this year's KBW Honor Roll," added Zalman.

"I continue to see growth and prosperity for our company. Texas and Oklahoma
continue to have some of the best economies in the United States. We continue
to see large population gains, low unemployment, strong housing markets,
strong construction, commercial, manufacturing markets and an influx of
companies moving operations to Texas and Oklahoma because of a friendly
business climate supported by state government," concluded Zalman.

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. In addition,
due to the application of purchase accounting, Prosperity uses certain
non-GAAP measures and ratios that exclude the impact of these items to
evaluate its allowance for credit losses to total loans (excluding acquired
loans accounted for under FASB Accounting Standards Codification ("ASC")
Topics 310-20, "Receivables-Nonrefundable Fees and Other Costs" and 310-30,
"Receivables-Loans and Debt Securities Acquired with Deteriorated Credit
Quality". 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 March 31, 2014

For the three months ended March 31, 2014, net income was $67.137 million
compared with $49.305 million for the same period in 2013. Net income per
diluted common share was $1.01 for the three months ended March 31, 2014
compared with $0.86 for the same period in 2013. Net income for the quarter
includes the effects of one-time gains on sale of assets of $3.310 million and
one-time merger expenses of $731 thousand. Annualized returns on average
assets, average common equity and average tangible common equity for the three
months ended March 31, 2014 were 1.43%, 9.52% and 24.23%, respectively.
Prosperity's efficiency ratio (excluding credit loss provisions, net gains and
losses on the sale of assets and securities and taxes) was 42.04% for the
three months ended March 31, 2014.

Net interest income before provision for credit losses for the quarter ended
March 31, 2014, increased 32.9% to $143.691 million compared with $108.082
million during the same period in 2013. The increase was primarily due to a
25.1% increase in average interest-earning assets for the same period. The
net interest margin on a tax equivalent basis for the three months ended March
31, 2014 increased to 3.62% compared with 3.42% for the same period in 2013
and decreased from 3.82% for the three months ended December 31, 2013. Linked
quarter net interest income before provision for credit losses decreased 1.2%
or $1.778 million to $143.691 million compared with $145.469 million during
the three months ended December 31, 2013, primarily due to a $6.5 million
decrease in purchase accounting adjustments from purchased loans. Excluding
purchase accounting adjustments, the net interest margin on a tax equivalent
basis decreased on a linked quarter basis from 3.35% for the quarter ended
December 31, 2013 to 3.33% for the quarter ended March 31, 2014.

Noninterest income increased $5.163 million or 22.0% to $28.604 million for
the three months ended March 31, 2014, compared with $23.441 million for the
same period in 2013. This increase was primarily due to gains on the sale of
assets described below and an increase in fees and service charges as a result
of the additional accounts acquired in the acquisitions consummated during
2013. Additionally, trust and brokerage income increased as a result of the
additional products and services acquired through the FVNB Corp. and its
wholly-owned subsidiary, First Victoria National Bank (collectively, "FVNB")
acquisition in 2013. These increases were partially offset by a decrease in
debit card income as a result of the Durbin Amendment that became effective on
July 1, 2013. This Federal Reserve rule is applicable to financial
institutions that have assets of $10 billion or more and imposes limits on the
amount of interchange, or swipe, fees that can be collected. On a linked
quarter basis, noninterest income increased $3.446 million or 13.7% primarily
due to a $2.224 million gain on the sale of the agent bank credit card and
agent bank merchant processing business of Bankers Credit Card Services, Inc.,
a subsidiary acquired as part of the acquisition of Coppermark Bancshares,
Inc. and its wholly-owned subsidiary, Coppermark Bank (collectively
"Coppermark") and $1.086 million in gains on the sale of real property.

Noninterest expense increased $15.267 million or 27.4% to $71.034 million for
the three months ended March 31, 2014, compared with $55.767 million for the
same period in 2013. This increase was primarily due to additional
noninterest expenses associated with the acquisitions of Coppermark and FVNB.
On a linked quarter basis, noninterest expense increased 3.6% or $2.442
million primarily due to the additional noninterest expenses associated with
the full quarter effect of the FVNB acquisition. Additionally, one-time
pre-tax merger expenses of $731 thousand primarily related to the FVNB
acquisition were recorded during the first quarter of 2014.

Loans at March 31, 2014 were $7.752 billion, an increase of $2.489 billion or
47.3%, compared with $5.263 billion at March 31, 2013, primarily due to the
addition of Coppermark and FVNB. Linked quarter loans decreased $22.821
million or 0.30% from $7.775 billion at December 31, 2013.

Deposits at March 31, 2014 were $15.460 billion, an increase of $3.747 billion
or 32.0% compared with $11.713 billion at March 31, 2013, primarily due to the
addition of Coppermark and FVNB. Linked quarter deposits increased $168.786
million or 1.10% from $15.291 billion at December 31, 2013.

Average loans increased 47.3% or $2.492 billion to $7.756 billion for the
quarter ended March 31, 2014, compared with $5.264 billion for the same period
in 2013. On a linked quarter basis, average loans increased 7.2% or $517.559
million from $7.238 billion for the quarter ended December 31, 2013. Average
deposits increased 30.8% or $3.622 billion to $15.382 billion for the quarter
ended March 31, 2014, compared with $11.760 billion for the same period of
2013. On a linked quarter basis, average deposits increased 8.4% or $1.191
billion from $14.191 billion for the quarter ended December 31, 2013.

The table below provides detail on loans acquired and deposits assumed in the
acquisitions of East Texas Financial Services Inc. and First Federal Bank
Texas (collectively "East Texas Financial Services"), Coppermark and FVNB
completed on January 1, 2013, April 1, 2013 and November 1, 2013,
respectively:



Balance Sheet Data (at period end)
(In
thousands)
             Mar 31, 2014  Dec 31, 2013  Sep 30,      Jun 30,      Mar 31,
                                         2013         2013         2013
             (Unaudited)   (Unaudited)   (Unaudited)  (Unaudited)  (Unaudited)
Loans
acquired
(including
new
production
since
respective
acquisition
dates):
 East
Texas        $         $         $         $         $   
Financial    92,474       99,281        104,403      111,626      117,863
Services
           580,416       616,333       688,656      772,965      -
Coppermark
 FVNB      1,509,927     1,588,238     -            -            -
All other    5,569,583     5,471,369     5,389,530    5,287,892    5,145,161
Total loans  $           $            $           $           $  
             7,752,400     7,775,221    6,182,589   6,172,483   5,263,024
Deposits
assumed
(including
new deposits
since
respective
acquisition
dates):
 East
Texas        $         $         $        $        $    
Financial    76,734       81,200        90,649       88,289       98,359
Services
           1,014,436     1,031,993     1,073,567    1,087,137    -
Coppermark
 FVNB      2,164,824     2,239,415     -            -            -
All other    12,204,063    11,938,663    11,291,583   11,333,224   11,615,108
Total        $            $             $            $            $ 
deposits     15,460,057    15,291,271   12,455,799  12,508,650  11,713,467



As reflected in the table above, loan and deposit growth was impacted by the
acquisitions of East Texas Financial Services, Coppermark and FVNB. Excluding
loans acquired in these acquisitions and new production at the acquired
banking centers since the respective acquisition dates, loans at March 31,
2014 grew $424.422 million or 8.2% compared with March 31, 2013 and increased
$98.214 million or 1.8% (7.2% annualized) on a linked quarter basis. Excluding
deposits assumed in these acquisitions and new deposits generated at the
acquired banking centers since the respective acquisition dates, deposits at
March 31, 2014 grew $588.955 million or 5.1% compared with March 31, 2013 and
increased $265.400 million or 2.2% (8.8% annualized) on a linked quarter
basis.

At March 31, 2014, Prosperity had $18.913 billion in total assets, $7.752
billion in loans and $15.460 billion in deposits. Assets, loans and deposits
at March 31, 2014 increased by 25.4%, 47.3% and 32.0%, respectively, compared
with their respective levels at March 31, 2013.

Asset Quality

Nonperforming assets totaled $18.696 million or 0.11% of quarterly average
earning assets at March 31, 2014, compared with $18.133 million or 0.14% of
quarterly average earning assets at March 31, 2013, and $22.504 million or
0.15% of quarterly average earning assets at December 31, 2013. The allowance
for credit losses was 0.87% of total loans at March 31, 2014, 1.05% of total
loans at March 31, 2013 and 0.87% of total loans at December 31, 2013.
Excluding loans acquired that are accounted for under ASC Topics 310-20 and
310-30, the allowance for credit losses was 1.18% of remaining loans as of
March 31, 2014, compared to 1.25% at March 31, 2013 and 1.25% at December 31,
2013, respectively. Refer to the "Notes to Selected Financial Data" at the
end of this Earnings Release for a reconciliation of this non-GAAP financial
measure.

The provision for credit losses was $600 thousand for the three months ended
March 31, 2014 compared with $7.865 million for the three months ended
December 31, 2013 and $2.800 million for the three months ended March 31,
2013.

Net charge offs were $786 thousand for the three months ended March 31, 2014
compared with $496 thousand for the three months ended December 31, 2013 and
$315 thousand for the three months ended March 31, 2013.

Conference Call

Prosperity's management team will host a conference call on Wednesday, April
23, 2014 at 10:30 a.m. Eastern Time (9:30 a.m. Central Time) to discuss
Prosperity's first quarter 2014 earnings. Individuals and investment
professionals may participate in the call by dialing 866-952-1907, the
reference code is PBUS.

Alternatively, individuals may listen to the live webcast of the presentation
by visiting Prosperity's website at http://www.prosperitybankusa.com. The
webcast may be accessed directly from Prosperity's home page by clicking the
"About Us" tab and then the "Presentations & Calls" link.

Dividend

Prosperity Bancshares, Inc. declared a second quarter cash dividend of $0.240,
to be paid on July 1, 2014 to all shareholders of record as of June 16, 2014.

Acquisition of F&M Bancorporation

On April 1, 2014, Prosperity completed the acquisition of F&M Bancorporation
Inc. ("FMBC") and its wholly-owned subsidiary The F&M Bank & Trust Company
("F&M Bank") headquartered in Tulsa, Oklahoma. F&M Bank operated 13 banking
offices; 9 in Tulsa, Oklahoma and surrounding areas, 3 in Dallas, Texas and 1
loan production office in Oklahoma City, Oklahoma. As of March 31, 2014,
FMBC, on a consolidated basis, reported total assets of $2.412 billion, total
loans of $1.738 billion and total deposits of $2.267 billion.

Under the terms of the definitive agreement, Prosperity issued 3,298,022
shares of Prosperity common stock plus $34.24 million in cash for all
outstanding shares of FMBC capital stock. Accordingly, such information is
not included in the quarter ended March 31, 2014 financial results.

Acquisition of FVNB Corp.

On November 1, 2013, Prosperity completed the acquisition of FVNB Corp. and
its wholly-owned subsidiary First Victoria National Bank headquartered in
Victoria, Texas. First Victoria National Bank operated 33 banking offices; 4
in Victoria, Texas; 7 in the South Texas area including Corpus Christi; 6 in
the Bryan/College Station area; 5 in the Central Texas area including New
Braunfels; and 11 in the Houston area including The Woodlands and Huntsville.
As of September 30, 2013, FVNB, on a consolidated basis, reported total assets
of $2.473 billion, total loans of $1.648 billion and total deposits of $2.195
billion.

Pursuant to the terms of the acquisition agreement, Prosperity issued
5,570,667 shares of Prosperity common stock plus $91.250 million in cash for
all outstanding shares of FVNB Corp. capital stock, which resulted in goodwill
of $323.407 million as of March 31, 2014. Additionally, the Company
recognized $18.411 million of core deposit intangibles as of March 31, 2014.
These goodwill and core deposit intangible balances as of March 31, 2014 do
not include subsequent fair value adjustments that are still being finalized.

Acquisition of Coppermark Bancshares, Inc.

On April 1, 2013, Prosperity completed the acquisition of Coppermark
Bancshares, Inc. and its wholly-owned subsidiary, Coppermark Bank
headquartered in Oklahoma City, Oklahoma. Coppermark operated 9 full-service
banking offices; 6 in Oklahoma City, Oklahoma and surrounding areas and 3 in
the Dallas, Texas area. As of March 31, 2013, Coppermark reported, on a
consolidated basis, total assets of $1.248 billion, total loans of $847.558
million and total deposits of $1.120 billion.

Pursuant to the terms of the acquisition agreement, Prosperity issued
3,258,718 shares of Prosperity common stock plus $60.0 million in cash for all
outstanding shares of Coppermark Bancshares capital stock, which resulted in
goodwill of $117.653 million. Additionally, the Company recognized $1.514
million of core deposit intangibles.

Acquisition of East Texas Financial Services, Inc.

On January 1, 2013, Prosperity completed the acquisition of East Texas
Financial Services, Inc. (OTC BB: FFBT) and its wholly-owned subsidiary, First
Federal Bank Texas ("Firstbank"). Firstbank operated 4 banking offices in the
Tyler MSA, including 3 locations in Tyler, Texas and 1 location in Gilmer,
Texas. As of December 31, 2012, East Texas Financial Services reported, on a
consolidated basis, total assets of $165.955 million, total loans of $129.307
million and total deposits of $112.293 million.

Pursuant to the terms of the acquisition agreement, Prosperity issued 530,940
shares of Prosperity common stock for all outstanding shares of East Texas
Financial Services capital stock, which resulted in goodwill of $15.007
million.

Prosperity Bancshares, Inc. ^ ®

As of March 31, 2014, Prosperity Bancshares Inc. ^ ®, recently named America's
Best Bank for 2014 by Forbes, is an $18.913 billion Houston, Texas based
regional financial holding company, formed in 1983. Operating under a
community banking philosophy and seeking 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.prosperitybankusa.com,
Retail Brokerage Services, Credit Cards, MasterMoney Debit Cards, 24 hour
voice response banking, Trust and Wealth Management; Mortgage Services and
Mobile Banking. Since completing the merger with F&M, Prosperity now operates
248 full-service banking locations; 63 in the Houston area, including The
Woodlands; 30 in the South Texas area including Corpus Christi and Victoria;
38 in the Dallas/Fort Worth area; 22 in the East Texas area; 30 in the Central
Texas area including Austin and San Antonio; 34 in the West Texas area
including Lubbock, Midland-Odessa and Abilene; 16 in the Bryan/College Station
area, 6 in the Central Oklahoma area and 9 in the Tulsa, Oklahoma area.



Bryan/College Station  Sachse             River Oaks          Rockport
Area -
Bryan                  The Colony         Sugar Land          Sinton
Bryan-29^thStreet      Turtle Creek       SW Medical Center   Taft
Bryan-East             Turtle Creek LPO   Tanglewood          Victoria
Bryan-North            Westmoreland       Uptown              Victoria-Navarro
Caldwell                                  Waugh Drive         Victoria-North
College Station        Fort Worth -       Westheimer          Yoakum
Crescent Point         Haltom City        West University     Yorktown
Hearne                 Keller             Woodcreek
Huntsville             Roanoke                                West Texas Area
                                                              -
Madisonville           Stockyards         Other Houston Area  Abilene -
Navasota                                  Locations -         Antilley Road
New Waverly            Other Dallas/Fort  Angleton            Barrow Street
                       Worth
Rock Prairie           Locations -        Bay City            Cypress Street
Southwest Parkway      Arlington          Beaumont            Judge Ely
Tower Point            Azle               Cinco Ranch         Mockingbird
Wellborn Road          Ennis              Cleveland
                       Gainesville        East Bernard        Lubbock -
Central Texas Area -   Glen Rose          El Campo            4^thStreet
Austin -               Granbury           Dayton              66^thStreet
183                    Mesquite           Galveston           82^ndStreet
Allandale              Muenster           Groves              86^thStreet
Cedar Park             Sanger             Hempstead           98^thStreet
Congress               Waxahachie         Hitchcock           Avenue Q
Lakeway                Weatherford        Katy                North University
Liberty Hill                              Katy-S. Mason Road  Texas Tech
                                                              Student Union
Northland              East Texas Area -  Katy-Spring Green
Oak Hill               Athens             Liberty             Midland -
Research Blvd          Blooming Grove     Magnolia            Wadley
Westlake               Canton             Magnolia Parkway    Wall Street
                       Carthage           Mont Belvieu
Other Central Texas    Corsicana          Nederland           Odessa -
Locations -
Bastrop                Crockett           Needville           Grandview
Canyon Lake            Eustace            Rosenberg           Grant
Dime Box               Gilmer             Shadow Creek        Kermit Highway
Dripping Springs       Grapeland          Spring              Parkway
Elgin                  Gun Barrel City    Sweeny
Flatonia               Jacksonville       The Woodlands-I-45  Other West Texas
                                                              Locations -
                                          The
Georgetown             Kerens             Woodlands-Research  Big Spring
                                          Forest
Gruene                 Longview           Tomball             Brownfield
Kingsland              Mount Vernon       Waller              Brownwood
La Grange              Palestine          West Columbia       Cisco
Lexington              Rusk               Wharton             Comanche
New Braunfels          Seven Points       Winnie              Early
Pleasanton             Teague             Wirt                Floydada
Round Rock             Tyler-Beckham                          Gorman
San Antonio            Tyler-South        South Texas Area -  Levelland
                       Broadway
Schulenburg            Tyler-University   Corpus Christi -    Littlefield
Seguin                 Winnsboro          Airline             Merkel
Smithville                                Calallen            Plainview
Thorndale              Houston Area -     Carmel              San Angelo
Weimar                 Houston -          Northwest           Slaton
                       Aldine             Saratoga            Snyder
Dallas/Fort Worth      Allen Parkway      Timbergate
Area -
Dallas -               Bellaire           Water Street        Oklahoma
Abrams Centre          Beltway                                Central
                                                              Oklahoma-
Balch Springs          Clear Lake         Other South Texas   23^rd Street
Camp Wisdom            Copperfield        Locations -         Edmond
Cedar Hill             Cypress            Alice               Expressway
Dallas – Central       Downtown           Aransas Pass        I-240
Expressway
Forest Park            Eastex             Beeville            Memorial
Frisco                 Fairfield          Colony Creek        Norman
Frisco-West            First Colony       Cuero
Independence           Gessner            Edna                Tulsa-
Kiest                  Gladebrook         Goliad              Garnett
McKinney               Heights            Gonzales            Harvard
McKinney-Stonebridge   Highway 6 West     Hallettsville       Memorial
Midway                 Little York        Kingsville          Owasso
Northwest Highway      Medical Center     Mathis              Sheridan
Plano                  Memorial Drive     Padre Island        S. Harvard
Preston Forest         Northside          Palacios            Utica Square
Preston Road           Pasadena           Port Lavaca         Utica Tower
Red Oak                Pecan Grove        Portland            Yale



"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, which 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; and weather. These
and various other factors are discussed in Prosperity's Annual Report on Form
10-K for the year ended December 31, 2013 and other reports and statements
Prosperity has filed with the SEC. Copies of the SEC filings for Prosperity
Bancshares^® may be downloaded from the Internet at no charge from
http://www.prosperitybankusa.com.



Prosperity Bancshares, Inc.^®
Financial Highlights (Unaudited)
(In thousands)
                    Mar 31,     Dec 31,    Sep 30,    Jun 30,    Mar 31,
                    2014        2013       2013       2013       2013
Balance Sheet Data
(at period end)
Total loans         $         $        $        $        $   
                    7,752,400   7,775,221   6,182,589   6,172,483   5,263,024
Investment          8,561,337    8,224,448   7,771,345   8,017,884   7,985,811
securities^(A)
Federal funds sold 382          400         1,121       606         835
Allowance for       (67,096)     (67,282)    (59,913)    (56,176)    (55,049)
credit losses
Cash and due from   349,860      380,990     269,987     250,542     180,577
banks
Goodwill            1,672,004    1,671,520   1,351,782   1,350,834   1,235,743
Core deposit        39,702       42,049      25,233      26,688      26,514
intangibles, net
Other real estate   7,372        7,299       7,432       10,244      9,913
owned
Fixed assets, net   280,812      282,925     232,240     227,455     206,829
Other assets        316,360      324,458     272,463     270,158     227,117
Total assets        $          $         $         $         $  
                    18,913,133  18,642,028  16,054,279  16,270,718  15,081,314
Noninterest-bearing $         $        $        $        $   
deposits            4,142,042   4,108,835   3,368,357   3,283,082   2,995,828
Interest-bearing    11,318,015   11,182,436  9,087,442   9,225,568   8,717,639
deposits
Total deposits      15,460,057   15,291,271  12,455,799  12,508,650  11,713,467
Securities sold
underrepurchase    349,074      364,357     431,969     481,170     470,241
agreements
Other borrowings    40,451       10,689      605,951     781,215     576,768
Junior subordinated 124,231      124,231     85,055      85,055      85,055
debentures
Other liabilities   98,566       64,662      86,393      69,346      86,328
Total liabilities   16,072,379   15,855,210  13,665,167  13,925,436  12,931,859
Shareholders'       2,840,754    2,786,818   2,389,112   2,345,282   2,149,455
equity^(B)
Total liabilities   $          $         $         $         $  
and equity          18,913,133  18,642,028  16,054,279  16,270,718  15,081,314

(A) Includes $7,023, $7,512, $8,588, $9,724 and $12,054, in unrealized gains
on available for sale securities for the quarterly periods ending March 31,
2014, December 31, 2013, September 30, 2013, June 30, 2013 and March 31, 2013,
respectively.
(B) Includes $4,565, $4,883, $5,582, $6,321 and $7,835, in after-tax
unrealized gains on available for sale securities for the quarterly periods
ending March 31, 2014, December 31, 2013, September 30, 2013, June 30, 2013
and March 31, 2013, respectively.





Prosperity Bancshares, Inc.^®
Financial Highlights (Unaudited)
(In thousands)
                         Three Months Ended
                         Mar 31,    Dec 31,    Sep 30,    Jun 30,    Mar 31,
                         2014       2013       2013       2013       2013
Income Statement Data
Interest income:
Loans                    $       $       $      $      $    
                         107,144   110,575    94,236     89,842     81,464
Securities^(C)           47,056     45,100     41,961     39,384     36,548
Federal funds sold and   48         76         16         76         19
other earning assets
Total interest income    154,248    155,751    136,213    129,302    118,031
Interest expense:
Deposits                 9,387      9,048      8,314      9,170      8,690
Securities sold under    237        280        317        312        292
repurchase agreements
Junior subordinated      775        730        610        606        605
debentures
Other borrowings         158        224        439        472        362
Total interest expense   10,557     10,282     9,680      10,560     9,949
Net interest income      143,691    145,469    126,533    118,742    108,082
Provision for credit     600        7,865      4,025      2,550      2,800
losses
Net interest income
after provision for      143,091    137,604    122,508    116,192    105,282
credit losses
Noninterest income:
Nonsufficient funds      8,870      9,669      8,649      8,346      8,509
(NSF) fees
Credit card, debit card  4,724      4,662      4,307      7,007      6,487
and ATM card income
Service charges on       4,037      3,460      3,169      3,304      2,931
deposit accounts
Trust income             1,800      1,542      901        896        1,017
Mortgage income          593        549        931        1,567      991
Brokerage income         1,269      719        233        263        303
Bank owned life          1,028      1,011      916        932        776
insurance income
Net gain (loss) on sale  3,310      40         126        (180)      1
of assets
Net (loss) gain on sale  (60)       196        (864)      237        (105)
of other real estate
Other noninterest income 3,033      3,310      3,186      2,902      2,531
Total noninterest income 28,604     25,158     21,554     25,274     23,441
Noninterest expense:
Salaries and benefits    43,408     40,633     37,135     37,517     33,209
Net occupancy and        5,339      4,893      5,094      4,669      4,278
equipment
Debit card, data
processing and software  3,184      3,333      2,756      3,249      2,570
amortization
Regulatory assessments   2,726      2,771      2,516      2,579      2,395
and FDIC insurance
Core deposit intangibles 2,045      1,594      1,455      1,341      1,755
amortization
Depreciation             3,201      3,072      2,679      2,464      2,378
Communications           2,737      2,468      2,397      2,410      2,196
Other real estate        396        176        75         237        223
expense
Other noninterest        7,998      9,652      7,430      6,834      6,763
expense
Total noninterest        71,034     68,592     61,537     61,300     55,767
expense
Net income before taxes  100,661    94,170     82,525     80,166     72,956
Federal income taxes     33,524     31,199     27,247     26,322     23,651
Net income available to  $      $      $      $      $    
common shareholders      67,137    62,971     55,278     53,844     49,305

(C) Interest income on securities was reduced by net premium amortization of
$12,280, $12,017, $15,136, $18,838 and $22,710 for the three month periods
ended March 31, 2014, December 31, 2013, September 30, 2013, June 30, 2013 and
March 31, 2013, respectively.





Prosperity Bancshares, Inc.^®
Financial Highlights (Unaudited)
(Dollars and share amounts in thousands, except per share data and market
prices)
                       Three Months Ended
                       Mar 31,      Dec 31,    Sep 30,    Jun 30,    Mar 31,
                       2014         2013       2013       2013       2013
Profitability
Net income             $        $      $      $      $    
                       67,137      62,971     55,278     53,844     49,305
Basic earnings per     $       $      $      $      $    
share                   1.01        0.98     0.92     0.89     0.87
Diluted earnings per   $       $      $      $      $    
share                   1.01        0.98     0.91     0.89     0.86
Return on average      1.43%        1.42%      1.37%      1.33%      1.33%
assets^(D)
Return on average      9.52%        9.53%      9.31%      9.27%      9.23%
common equity^(D)
Return on average
tangible common        24.23%       23.97%     22.14%     22.32%     22.30%
equity^(D) (E)
Tax equivalent net     3.62%        3.82%      3.59%      3.43%      3.42%
interest margin^(F)
Efficiency ratio^(G)   42.04%       40.21%     41.59%     42.51%     42.40%
Liquidity and Capital
Ratios
Equity to assets       15.02%       14.95%     14.88%     14.41%     14.25%
Tier 1 risk-based      13.85%       13.29%     14.74%     14.15%     14.77%
capital
Total risk-based       14.59%       14.03%     15.55%     14.91%     15.61%
capital
Tier 1 leverage        7.30%        7.44%      7.37%      7.07%      7.10%
capital
Tangible equity to     6.56%        6.35%      6.90%      6.50%      6.42%
tangible assets^(E)
Other Data
Shares used in
computed earnings per
share
Basic                  66,186       64,024     60,344     60,250     56,988
Diluted                66,280       64,173     60,504     60,394     57,134
Period end shares      66,261       66,048     60,383     60,315     57,014
outstanding
Cash dividends paid    $       $      $      $      $    
per common share       0.240        0.240     0.215     0.215     0.215
Book value per share   $       $      $      $      $    
                       42.87        42.19     39.57     38.88     37.70
Tangible book value    $       $      $      $      $    
per share^(E)          17.04        16.27     16.76     16.05     15.56
Common Stock Market
Price
High                   $       $      $      $      $    
                       67.68        65.49     62.00     52.40     47.56
Low                    59.75        61.18      51.85      44.33      42.38
Period end closing     66.15        63.39      61.84      51.79      47.39
price
Employees – FTE        2,888        2,995      2,454      2,496      2,304
Number of banking      236          238        218        219        224
centers

(D) Interim periods annualized.
(E) Refer to the "Notes to Selected Financial Data" at the end of this
Earnings Release for a reconciliation of this non-GAAP financial measure.
(F) Net interest margin for all periods presented is calculated on an
actual 365 day basis.
(G) Calculated by dividing total noninterest expense, excluding credit
loss provisions, by net interest income plus noninterest income, excluding
net gains and losses on the sale of assets and securities. Additionally,
taxes are not part of this calculation.





Prosperity Bancshares, Inc.®
Financial Highlights (Unaudited)
(Dollars in thousands)
YIELD ANALYSIS     Three Months Ended
                    Mar 31, 2014                      Dec 31, 2013                      Mar 31, 2013
                                Interest  Average                 Interest  Average                 Interest  Average
                    Average     Earned/   Yield/      Average     Earned/   Yield/      Average     Earned/   Yield/
                    Balance     Interest  Rate        Balance     Interest  Rate        Balance     Interest  Rate
                                Paid                              Paid                              Paid
Interest-Earning
Assets:
Loans               $          $         5.60%       $          $         6.06%       $          $        6.28%
                    7,755,997   107,144               7,238,438   110,575               5,263,784   81,464
Investment          8,466,946   47,056    2.25%   (H) 7,992,673   45,100    2.24%   (H) 7,755,567   36,548    1.91%   (H)
securities
Federal funds sold
and other earning   101,700     48        0.19%       103,413     76        0.29%       34,793      19        0.22%
assets
 Total                     $                                 $                                 $
interest-earning    16,324,643  154,248   3.83%       15,334,524  155,751   4.03%       13,054,144  118,031   3.67%
assets
Allowance for       (67,222)                          (60,170)                          (53,242)
credit losses
Noninterest-earning 2,550,893                         2,502,276                         1,849,461
assets
 Total assets  $                                 $                                 $
                    18,808,314                        17,776,630                        14,850,363
Interest-Bearing
Liabilities:
Interest-bearing    $          $       0.24%       $          $       0.25%       $          $       0.34%
demand deposits     3,554,366   2,132                 2,963,899   1,899                 2,659,489   2,210
Savings and money   4,992,442   3,155     0.26%       4,654,044   3,049     0.26%       3,790,416   2,829     0.30%
market deposits
Certificates and
other time          2,816,701   4,100     0.59%       2,712,699   4,100     0.60%       2,370,499   3,651     0.62%
deposits
Securities sold
under repurchase    347,747     237       0.28%       398,100     280       0.28%       448,542     292       0.26%
agreements
Other borrowings    51,932      158       1.23%       210,492     224       0.42%       358,120     362       0.41%
Junior subordinated 124,231     775       2.53%       111,172     730       2.61%       85,055      605       2.88%
debentures
 Total
interest-bearing    11,887,419  10,557    0.36%   (I) 11,050,406  10,282    0.37%   (I) 9,712,121   9,949     0.42%   (I)
liabilities
Noninterest-bearing
liabilities:
Noninterest-bearing 4,018,094                         3,860,296                         2,939,621
demand deposits
Other liabilities  82,288                            223,394                           62,716
 Total         15,987,801                        15,134,096                        12,714,458
liabilities
Shareholders'       2,820,513                         2,642,534                         2,135,905
equity
 Total
liabilities and     $                                 $                                 $
shareholders'       18,808,314                        17,776,630                        14,850,363
equity
Net interest income             $         3.57%                   $         3.76%                   $         3.36%
and margin                     143,691                           145,469                           108,082
Non-GAAP to GAAP
reconciliation:
Tax equivalent                  2,052                             2,152                             2,125
adjustment
Net interest income
and margin                      $                                 $                                 $
                                145,743   3.62%                   147,621   3.82%                   110,207   3.42%
(tax equivalent
basis)

(H) Yield on securities was impacted by net premium amortization of $12,280,
$12,017 and $22,710 for the three month periods ended March 31,2014, December
31, 2013 and March 31, 2013, respectively.
(I) Total cost of funds, including noninterest-bearing deposits, was 0.27%,
0.27% and 0.32% for the three months ended March 31, 2014, December 31, 2013
and March 31, 2013, respectively.





Prosperity Bancshares, Inc.®
Financial Highlights (Unaudited)
(Dollars in thousands)
                      Three Months Ended
                      Mar 31,    Dec 31,     Sep 30,     Jun 30,     Mar 31,
                      2014       2013        2013        2013        2013
Adjustment to Loan
Yield ^(J)
Interest on loans, as $       $        $       $       $   
reported              107,144   110,575     94,236      89,842      81,464
 Less: Purchase
accounting            (13,475)   (19,979)    (16,421)    (12,031)    (14,292)
adjustment-loan
discount accretion
Interest on loans     $      $       $       $       $   
without discount      93,669    90,596      77,815      77,811      67,172
accretion
Average loans         $        $          $          $          $ 
                      7,755,997  7,238,438  6,173,394  6,114,598  5,263,784
Loan yield without    4.90%      4.97%       5.00%       5.10%       5.18%
discount accretion
Loan yield, as        5.60%      6.06%       6.06%       5.89%       6.28%
reported
Adjustment to
Securities Yield ^(J)
Interest on           $      $       $       $       $   
securities, as        47,056    45,100      41,961      39,384      36,548
reported
 Add: Purchase
accounting            1,964      1,892       2,275       2,599       3,106
adjustment-securities
amortization
Interest on           $      $       $       $       $   
securities including  49,020    46,992      44,236      41,983      39,654
amortization
Average securities    $        $          $          $          $ 
                      8,466,946  7,992,673  8,015,221  7,964,157  7,755,567
Securities yield
without purchase      2.35%      2.33%       2.19%       2.11%       2.07%
accounting adjustment
Securities yield, as  2.25%      2.24%       2.08%       1.98%       1.91%
reported
Net Interest Margin
(tax equivalent
basis, excluding      3.33%      3.35%       3.19%       3.09%       3.08%
purchase accounting
adjustments to yield)
Net Interest Margin
(tax equivalent       3.62%      3.82%       3.59%       3.43%       3.42%
basis), as reported
Net income available
to common             $      $       $       $       $   
shareholders,as      67,137    62,971      55,278      53,844      49,305
reported
 Less: Purchase
accounting            (7,677)    (12,095)    (9,476)     (6,335)     (7,560)
adjustments, net of
tax ^(K)
Net income available
to common             $      $       $       $       $   
shareholders,         59,460    50,876      45,802      47,509      41,745
adjusted

             Acquired Loans Accounted for       Acquired Loans Accounted for      Total Loans Accounted for

             Under ASC 310-20                    Under ASC 310-30                  Under ASC 310-20 and 310-30
             Balance at   Balance at  Balance    Balance at   Balance  Balance     Balance at   Balance at  Balance
             Acquisition  Dec 31,     at Mar     Acquisition  at Dec   at Mar      Acquisition  Dec 31,     at Mar
             Date         2013        31, 2014   Date         31,      31,         Date         2013        31, 2014
                                                              2013     2014
Loan marks:
Previously   $          $       $      $          $     $        $           $       $  
acquired     81,328      28,040      24,412    28,764                         110,092     48,781      44,341
banks ^(L)                                                    20,741   19,929
2013
acquisitions 78,299       59,758      52,751     34,783       24,756   22,096      113,082      84,514      74,847
^(M)
             $           $       $      $          $     $        $           $        $ 
Total       159,627     87,798      77,163    63,547                         223,174     133,295     119,188
                                                              45,497   42,025
Acquired
portfolio
loan
balances:
Previously                $        $       $          $     $                     $        $ 
acquired     $ 1,298,380  522,620     466,159   57,979                         $ 1,356,359  560,344     502,660
banks ^(L)                                                    37,724   36,501
2013
acquisitions 2,541,268    1,936,355   1,657,646  77,300       49,256   45,626      2,618,568    1,985,611   1,703,272
^(M)
                          $          $        $           $     $                     $          $
Total        $ 3,839,648  2,458,975  2,123,805  135,279                    (N) $ 3,974,927  2,545,955  2,205,932
                                                              86,980   82,127

(J) Non-GAAP financial measure.
(K) Using effective tax rate of 33.3%, 33.1%, 33.0%, 32.8% and 32.4% for the
three month periods ended March 31, 2014, December 31, 2013, September 30,
2013, June 30, 2013 and March 31, 2013, respectively.
(L) Includes Bank of Texas, Bank Arlington, American State Bank and Community
National Bank, all of which were acquired in 2012.
(M) Includes East Texas Financial Services, Coppermark and FVNB. During the
fourth quarter of 2013, FVNB added $1.634 billion in loans with related
purchase accounting adjustments of $60.228 million at acquisition date.
(N) Actual principal balances acquired.





Prosperity Bancshares, Inc.®
Financial Highlights (Unaudited)
                              Three Months Ended
                              Mar 31,  Dec 31,  Sep 30,  Jun 30,  Mar 31,
                              2014     2013     2013     2013     2013
YIELD TREND
Interest-Earning Assets:
Loans                         5.60%     6.06%     6.06%     5.89%     6.28%
Investment securities ^(O)   2.25%     2.24%     2.08%     1.98%     1.91%
Federal funds sold and other  0.19%     0.29%     0.22%     0.87%     0.22%
earning assets
 Total interest-earning      3.83%     4.03%     3.80%     3.67%     3.67%
assets
Interest-Bearing
Liabilities:
Interest-bearing demand       0.24%     0.25%     0.28%     0.33%     0.34%
deposits
Savings and money market      0.26%     0.26%     0.27%     0.30%     0.30%
deposits
Certificates and other time   0.59%     0.60%     0.59%     0.61%     0.62%
deposits
Securities sold under         0.28%     0.28%     0.28%     0.27%     0.26%
repurchase agreements
Other borrowings              1.23%     0.42%     0.23%     0.35%     0.41%
Junior subordinated           2.53%     2.61%     2.85%     2.86%     2.88%
debentures
 Total interest-bearing      0.36%     0.37%     0.37%     0.40%     0.42%
liabilities
Net Interest Margin          3.57%     3.76%     3.53%     3.37%     3.36%
Net Interest Margin (tax      3.62%     3.82%     3.59%     3.43%     3.42%
equivalent)

(O) Yield on securities was impacted by net premium amortization of $12,280,
$12,017, $15,136, $18,838 and $22,710 for the three month periods ended March
31, 2014, December 31, 2013, September 30, 2013, June 30, 2013 and March 31,
2013, respectively.





Prosperity Bancshares, Inc.®
Financial Highlights (Unaudited)
(In thousands)
                    Three Months Ended
                    Mar 31,     Dec 31,      Sep 30,      June 30,     Mar 31,
                    2014        2013         2013         2013         2013
Balance Sheet
Averages
Total loans         $         $           $           $          $  
                    7,755,997   7,238,438   6,173,394   6,114,598   5,263,784
Investment          8,466,946   7,992,673    8,015,221    7,964,157    7,755,567
securities
Federal funds sold
andother earning   101,700     103,413      27,451       35,113       34,793
assets
Total
interest-earning    16,324,643  15,334,524   14,216,066   14,113,868   13,054,144
assets
Allowance for       (67,222)    (60,170)     (56,765)     (57,754)     (53,242)
credit losses
Cash and due from   255,297     232,666      189,082      279,271      206,990
banks
Goodwill            1,673,216   1,560,905    1,351,236    1,331,568    1,226,332
Core deposit        38,754      30,641       25,938       25,893       25,244
intangibles, net
Other real estate   7,885       7,254        9,494        19,605       11,789
Fixed assets, net   282,411     251,688      231,480      223,769      207,517
Other assets        293,330     419,122      227,738      234,710      171,589
Total assets        $          $            $            $           $ 
                    18,808,314  17,776,630  16,194,269  16,170,930  14,850,363
Noninterest-bearing $         $           $           $          $  
deposits            4,018,094   3,860,296   3,308,158   3,295,211   2,939,621
Interest-bearing    3,554,366   2,963,899    2,400,555    2,580,750    2,659,489
demand deposits
Savings and money   4,992,442   4,654,044    4,233,911    4,261,466    3,790,416
market deposits
Certificates and    2,816,701   2,712,699    2,489,848    2,543,895    2,370,499
other time deposits
Total deposits      15,381,603  14,190,938   12,432,472   12,681,322   11,760,025
Securities sold
underrepurchase    347,747     398,100      455,276      471,430      448,542
agreements
Other borrowings    51,932      210,492      772,083      541,034      358,120
Junior subordinated 124,231     111,172      85,055       85,055       85,055
debentures
Other liabilities   82,288      223,394      73,571       69,741       62,716
Shareholders'       2,820,513   2,642,534    2,375,812    2,322,348    2,135,905
equity
Total liabilities   $          $            $            $           $ 
and equity          18,808,314  17,776,630  16,194,269  16,170,930  14,850,363





Prosperity Bancshares, Inc.^®
Financial Highlights (Unaudited)
(Dollars in thousands)
                    Mar 31, 2014      Dec 31, 2013      Sep 30, 2013      Jun 30, 2013      Mar 31, 2013
Period End Balances
Loan Portfolio
Commercial and      $         16.9%  $         17.0%  $         16.6%  $        16.2%  $        14.5%
other               1,312,405         1,322,975         1,028,799         999,677          760,531
Construction        888,985    11.5%  865,511    11.1%  703,193    11.4%  694,585    11.2%  575,307    10.9%
1-4 family          1,906,480  24.7%  1,870,365  24.2%  1,503,771  24.4%  1,452,268  23.7%  1,338,936  25.5%
residential
Home equity         263,966    3.4%   261,355    3.4%   211,742    3.4%   208,739    3.4%   203,815    3.9%
Commercial real     2,709,386  34.9%  2,753,797  35.3%  2,304,862  37.2%  2,390,820  38.6%  1,993,518  37.8%
estate
Agriculture         512,857    6.6%   531,258    6.8%   321,518    5.2%   314,945    5.1%   286,789    5.4%
(includes farmland)
Consumer and other  158,321    2.0%   169,960    2.2%   108,704    1.8%   111,449    1.8%   104,128    2.0%
Total loans         $                $                $                $                $ 
                    7,752,400         7,775,221         6,182,589         6,172,483         5,263,024
Deposit Types
Noninterest-bearing $         26.9%  $         26.9%  $         27.0%  $         26.0%  $         25.6%
DDA                 4,142,042         4,108,835         3,368,357         3,283,082         2,995,828
Interest-bearing    3,446,375  22.3%  3,470,316  22.7%  2,366,997  19.0%  2,483,428  19.9%  2,521,998  21.5%
DDA
Money market        3,468,016  22.4%  3,320,062  21.7%  2,834,172  22.8%  2,868,880  23.0%  2,509,501  21.4%
Savings             1,630,395  10.5%  1,571,504  10.3%  1,413,153  11.3%  1,371,214  11.0%  1,345,044  11.5%
Certificates and    2,773,229  17.9%  2,820,554  18.4%  2,473,120  19.9%  2,502,046  20.1%  2,341,096  20.0%
other time deposits
Total deposits      $                 $                 $                 $                 $
                    15,460,057        15,291,271        12,455,799        12,508,650        11,713,467
Loan to Deposit     50.1%             50.8%             49.6%             49.3%             44.9%
Ratio
Construction Loans
Single family       $               $               $               $               $  
residential         292,137   32.6%  271,491   30.9%  239,980   33.5%  234,257   32.9%  177,218   30.6%
construction
Land development    73,974     8.2%   83,820     9.6%   60,927     8.6%   63,857     9.0%   42,520     7.4%
Raw land            55,384     6.2%   48,996     5.6%   52,789     7.4%   59,701     8.4%   46,672     8.1%
Residential lots    118,733    13.2%  122,449    14.0%  95,361     13.4%  91,018     12.8%  93,598     16.2%
Commercial lots     99,300     11.1%  103,878    11.9%  58,085     8.2%   60,960     8.6%   64,394     11.2%
Commercial
construction and    257,942    28.7%  244,124    28.0%  204,940    28.9%  200,633    28.3%  153,047    26.5%
other
Net unaccreted      (8,485)           (9,247)           (8,889)           (15,841)          (2,142)
discount
Total construction  $               $               $               $               $  
loans               888,985          865,511          703,193          694,585          575,307





Prosperity Bancshares, Inc.^®
Financial Highlights (Unaudited)
(Dollars in thousands)
                        Three Months Ended
                        Mar 31,     Dec 31,    Sep 30,    Jun 30,    Mar 31,
                        2014        2013       2013       2013       2013
Asset Quality
Nonaccrual loans        $       $      $      $      $    
                         7,714    10,231      4,954     4,295     7,529
Accruing loans 90 or    3,519       4,947      283        325        642
more days past due
Total nonperforming     11,233      15,178     5,237      4,620      8,171
loans
Repossessed assets      91          27         18         -          49
Other real estate       7,372       7,299      7,432      10,244     9,913
 Total nonperforming   $       $      $      $      $    
assets                  18,696     22,504     12,687     14,864     18,133
Nonperforming assets:
Commercial and          $       $      $      $      $    
industrial               4,748     3,153     1,223     1,191     3,896
Construction, land
development and other   4,053       4,558      4,611      5,898      3,678
land loans
1-4 family residential  5,435       6,279      2,441      2,112      3,746
(including home equity)
Commercial real estate
(including multi-family 4,196       8,033      4,233      4,330      5,533
residential)
Agriculture (includes   104         279        23         1,213      1,183
farmland)
Consumer and other      160         202        156        120        97
Total                  $       $      $      $      $    
                        18,696     22,504     12,687     14,864     18,133
Number of               164         203        128        123        124
loans/properties
Allowance for credit    $       $      $      $      $    
losses at end of period 67,096     67,282     59,913     56,176     55,049
Net charge-offs:
Commercial and          $       $      $      $      $    
industrial                  81           119     148      
                                    7                               59
Construction, land
development and other   (17)        (12)       (30)       124        (56)
land loans
1-4 family residential  131         21         15         35         102
(including home equity)
Commercial real estate
(including multi-family 60          (311)      (471)      801        (57)
residential)
Agriculture (includes   (81)        (85)       13         13         (7)
farmland)
Consumer and other      612         876        642        302        274
Total                  $       $      $      $      $    
                           786     496     288    1,423       315
Asset Quality Ratios
Nonperforming assets
toaverage earning      0.11%       0.15%      0.09%      0.11%      0.14%
assets
Nonperforming assets to
loansand other real    0.24%       0.29%      0.20%      0.24%      0.34%
estate
Net charge-offs
toaverage loans       0.04%       0.03%      0.02%      0.09%      0.02%
(annualized)
Allowance for credit    0.87%       0.87%      0.97%      0.91%      1.05%
losses tototal loans
Allowance for credit
losses to total loans
(excluding acquired
loans accounted for     1.18%       1.25%      1.20%      1.18%      1.25%
under ASC Topics 310-20
and 310-30) ^(E)





Prosperity Bancshares, Inc.^®
Notes to Selected Financial Data (Unaudited)
(Dollars and share amounts in thousands, except per share data)

Consolidated Financial Highlights

NOTES TO SELECTED FINANCIAL DATA

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 for internal
planning and forecasting purposes. In addition, due to the application of
purchase accounting, Prosperity uses certain non-GAAP measures and ratios that
exclude the impact of these items to evaluate its allowance for credit losses
to total loans (excluding acquired loans accounted for under ASC Topics 310-20
and 310-30). Prosperity has included in this Earnings Release information
relating to these non-GAAP financial measures for the applicable periods
presented. Prosperity believes these non-GAAP financial measures provide
information useful to investors in understanding Prosperity's financial
results and Prosperity believes that its presentation, together with the
accompanying reconciliations, provides a complete understanding of factors and
trends affecting Prosperity's business and allows investors to view
performance in a manner similar to management, the entire financial services
sector, bank stock analysts and bank regulators. Further, Prosperity believes
that these non-GAAP measures provide useful information by excluding certain
items that may not be indicative of its core operating earnings and business
outlook. These non-GAAP measures should not be considered a substitute for
GAAP basis measures and results and Prosperity strongly encourages investors
to review its consolidated financial statements in their entirety and not to
rely on any single financial measure. Because non-GAAP financial measures are
not standardized, it may not be possible to compare these financial measures
with other companies' non-GAAP financial measures having the same or similar
names.



               Three Months Ended
               Mar 31,     Dec 31,     Sep 30,     Jun 30,     Mar 31,
               2014        2013        2013        2013        2013
Return on
average
tangible
common
equity:
Net income     $       $       $       $       $     
                 67,137     62,971     55,278     53,844     49,305
Average        $        $        $        $        $    
shareholders'  2,820,513   2,642,534   2,375,812   2,322,348   2,135,905
equity
Less: Average
goodwill and
other          (1,711,970)  (1,591,546)  (1,377,174)  (1,357,461)  (1,251,576)
intangible
assets

Average        $        $        $       $       $     
tangible       1,108,543   1,050,988    998,638     964,887     884,329
shareholders'
equity
Return on
average
tangible       24.23%       23.97%       22.14%       22.32%       22.30%
common
equity^(D)
Tangible book
value per
share:
Shareholders'  $        $        $        $        $    
equity         2,840,754   2,786,818   2,389,112   2,345,282   2,149,455
Less:
Goodwill and
other          (1,711,706)  (1,712,121)  (1,377,015)  (1,377,522)  (1,262,257)
intangible
assets

Tangible       $        $        $        $       $     
shareholders'  1,129,048   1,074,697   1,012,097    967,760     887,198
equity
Period end
shares         66,261       66,048       60,383       60,315       57,014
outstanding
Tangible book  $       $       $       $       $     
value per         17.04     16.27     16.76     16.05     15.56
share:
Tangible
equity to
tangible
assets ratio:
Tangible       $        $        $        $       $     
shareholders'  1,129,048   1,074,697   1,012,097    967,760     887,198
equity
Total assets   $         $         $         $         $   
               18,913,133  18,642,028  16,054,279  16,270,718  15,081,314
Less:
Goodwill and
other          (1,711,706)  (1,712,121)  (1,377,015)  (1,377,522)  (1,262,257)
intangible
assets
       $         $         $         $         $   
Tangible       17,201,427  16,929,907  14,677,264  14,893,196  13,819,057
assets
Tangible
equity to      6.56%        6.35%        6.90%        6.50%        6.42%
tangible
assets ratio





Prosperity Bancshares, Inc.^®
Notes to Selected Financial Data (Unaudited)
(Dollars in thousands)
                               Mar 31, 2014   Dec 31, 2013  Mar 31, 2013
Allowance for credit losses
to total loans, excluding
acquired loans:
Allowance for credit losses    $         $         $      
                               67,096            67,282         55,049
Total loans                    $            $           $    
                               7,752,400       7,775,221      5,263,024
Less: Fair value of acquired
loans accounted for under ASC
 Topics 310-20 and       $            $           $      
310-30 (does not include new   2,086,744       2,412,660      853,751
production)
Total loans less acquired      $            $           $    
loans                          5,665,656       5,362,561      4,409,273
Allowance for credit losses
to total loans,                1.18%            1.25%           1.25%
excludingacquired loans
(non-GAAP basis)



SOURCE Prosperity Bancshares, Inc.

Website: https://www.prosperitybankusa.com
Contact: David Zalman, Chairman and Chief Executive Officer, 281.269.7199,
david.zalman@prosperitybankusa.com
 
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