SAN ANTONIO, Jan. 30, 2013 /PRNewswire/ -- Cullen/Frost Bankers, Inc. today reported solid fourth quarter earnings and record-high annual earnings for the full year of 2012, as the Texas financial services leader continues to operate profitably in the face of regulatory and rate challenges and a sluggish but slowly improving economy. For the first time, the company exceeded $23 billion in assets, a 72 percent increase over year-end 2007.

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Cullen/Frost reported net income for the fourth quarter of 2012 of $60.2 million, or $.97 per diluted common share, compared to fourth quarter 2011 earnings of $55.4 million, or $.90 per diluted common share. For the fourth quarter of 2012, returns on average assets and equity were 1.09 percent and 9.84 percent respectively, compared to 1.12 percent and 9.74 percent for the same period of 2011.

The company also reported annual earnings for 2012 of $238.0 million, a 9.4 percent increase over 2011 earnings of $217.5 million. On a per-share basis, 2012 earnings were $3.86 per diluted common share, an increase of 9.0 percent compared to the $3.54 per diluted common share reported in 2011. For the year, returns on average assets and equity were 1.14 percent and 10.03 percent respectively, compared to the 1.17 percent and 10.01 percent reported in 2011.

At the end of the fourth quarter of 2012, Cullen/Frost saw non-performing assets decline by $15.7 million from the fourth quarter of 2011 and $19.7 million from the third quarter of 2012.

"For 2012, Cullen/Frost's annual earnings were at the highest level in company history, a tribute to the hard work of every Frost employee," said Dick Evans, Cullen/Frost chairman and CEO. "We are executing our plan well in an environment of ongoing economic, regulatory and rate challenges. I was especially pleased that average loans grew 5.1 percent for the year, as we are seeing the results of our efforts to add relationships and build our company during the recession. Both new and existing customers continue to demonstrate their confidence in the strength of our institution, spurring a $2.1 billion year-over-year growth in average deposits. Even with the persistent challenges of a near-zero rate environment, I was encouraged to see a 4 percent growth in net interest income. Our capital levels remain very strong."

"For the fourth quarter, we were able to grow both average loans and deposits by double digits, with loans rising by 11.2 percent, to $8.9 billion and deposits up by 14.2 percent, to $18.4 billion compared to the fourth quarter of 2011. We are encouraged by the opportunities we see to leverage our new relationships," Evans continued.

"Our credit disciplines remain strong, as demonstrated by a significant decline in non-performing assets this quarter, both from the fourth quarter of 2011 and the third quarter of 2012.

"We are fortunate to operate in Texas, a state whose economy once again outpaced that of the nation in 2012. Texas grew jobs at a strong 3.1 percent in 2012, compared to the U.S. average of 1.4 percent.

"We are beginning to see some clarity with regard to the impact on business of the new health care law. But persistent uncertainty--fueled by concerns about the pace of the recovery and decisions coming out of Washington--is keeping many businesses on the sidelines, delaying hiring or capital expenditure decisions."

Well-respected third parties continue to validate Frost's service, culture and performance. Adding to high rankings Frost has received from J.D. Power and Associates and Greenwich Associates in 2012, Moody's published bank financial strength ratings rank Frost Bank with the highest rating in the U.S. Along with the bank's A+ credit rating from Standard and Poor's, this reinforces Frost's strong capital, liquidity and solid credit performance.

"Although regulatory reform is impacting all financial services companies, Cullen/Frost's culture and value proposition are enabling us to expand our customer base, increase profitability and bring value to shareholders. We have paid and increased the dividend we pay shareholders for 18 consecutive years.

Evans said the company opened three new financial centers in 2012, including two in Houston and one in Austin. Frost also reinforced its commitment to customer convenience by increasing its ATM network to more than 1,100 through its partnership with Valero Corner Stores and Cardtronics.

"As always, our outstanding employees bring their own skills, dedication and experience to the Frost culture. I thank them for their commitment to our company."

For the year ended December 31, 2012, average annual total loans were $8.5 billion, a 5.1 percent increase from the $8.0 billion reported the previous year. Average annual total deposits for 2012 rose to $17.3 billion, up 13.6 percent, or $2.1 billion, over the $15.2 billion reported in 2011. Net interest income on a taxable-equivalent basis increased to $668.2 million, up 4.1 percent over the $642.1 million reported a year earlier, reflecting the impact of the increasing volume of earning assets. For 2012, non-interest income was $288.8 million, compared to $290.0 million reported for 2011, while non-interest expense increased 3.0 percent over the previous year to $575.1 million.

Noted financial data for the fourth quarter:


    --  Tier 1 and Total Risk-Based Capital Ratios for the Corporation at the
        end of the fourth quarter of 2012 were 13.68 percent and 15.11 percent,
        respectively and are in excess of well-capitalized levels.  The ratio of
        tangible common equity to tangible assets was 8.30 percent at the end of
        the fourth quarter of 2012, compared to 8.82 percent for the same
        quarter last year. The tangible common equity ratio, which is a non-GAAP
        financial measure, is equal to end of period shareholders' equity less
        goodwill and intangible assets divided by end of period total assets
        less goodwill and intangible assets. Our current capital levels would
        result in our meeting today the fully phased-in Basel III capital
        requirements proposed by the U.S. bank regulators.
    --  Net interest income on a taxable-equivalent basis for the fourth quarter
        totaled $172.2 million, an increase of 4.1 percent compared to the
        $165.3 million reported for the fourth quarter of 2011. This increase
        primarily resulted from an increase in the average volume of earning
        assets and was partly offset by a decrease in the net interest margin.
        The net interest margin was 3.48 percent for the fourth quarter,
        compared to 3.76 percent for the fourth quarter of 2011 and 3.54 percent
        for the third quarter of 2012.
    --  Non-interest income for the fourth quarter of 2012 was $75.9 million, an
        increase of $8.2 million from the $67.7 million reported a year earlier.
        During the fourth quarter, Cullen/Frost recorded a $4.4 million gain on
        the sale of $596 million in short term treasuries. Trust and investment
        management fees were $20.5 million, up $1.7 million or 8.9 percent
        compared to $18.9 million a year earlier. Impacting trust fees was a
        $497,000 increase in investment fees, which are generally assessed based
        on the market value of trust assets that are managed and held in
        custody. Trust assets were $26.2 billion at the end of the fourth
        quarter of 2012, compared to $25.2 billion at December 31, 2011. Trust
        fees were also positively impacted by higher oil and gas fees ($165,000)
        and real estate fees ($171,000) from the fourth quarter of 2011.
        Insurance commissions and fees rose $986,000 to $8.4 million, from $7.5
        million in the fourth quarter of 2011, with most of this increase the
        result of new business and rate increases.
    --  Non-interest expense for the fourth quarter of 2012 was $146.1 million,
        up $2.2 million or 1.6 percent from the $143.8 million reported for the
        fourth quarter of 2011. Salaries were up $1.3 million over the same
        quarter a year earlier as a result of normal annual merit and market
        increases and incentive compensation. Other expense was $36.0 million, a
        $464,000 decrease from the $36.4 million reported for the fourth quarter
        of 2011.
    --  For the fourth quarter of 2012, the provision for loan losses was $4.1
        million, compared to net charge-offs of $5.1 million. For the fourth
        quarter of 2011, the provision for loan losses was zero, compared to net
        charge offs of $5.3 million. The allowance for loan losses as a
        percentage of total loans was 1.13 percent at December 31, 2012,
        compared to 1.38 percent at year-end 2011. Non-performing assets were
        $105.2 million at year-end, compared to $124.9 million the previous
        quarter, and $120.9 million at year-end 2011.

Cullen/Frost Bankers, Inc. will host a conference call on Wednesday, January 30, 2013 at 10 a.m. Central Time (CT) to discuss the results for the quarter and the year. The media and other interested parties are invited to access the call in a "listen only" mode at 800-944-6430. Digital playback of the conference call will be available after 12 p.m. CT until midnight Sunday, February 3, 2013 at 855-859-2056, with the Conference ID# of 87416492. The call will also be available by webcast on the company's website, frostbank.com, and available for playback after 2 p.m. CT. After entering the website, go to "About Frost" on the top navigation bar, then click on Investor Relations.

Cullen/Frost Bankers, Inc. (NYSE: CFR) is a financial holding company, headquartered in San Antonio, with $23.1 billion in assets at December 31, 2012. Among the top 50 largest U.S. banks and one of 24 banks included in the KBW Bank Index, Frost provides a wide range of banking, investments and insurance services to businesses and individuals across Texas in the Austin, Corpus Christi, Dallas, Fort Worth, Houston, Rio Grande Valley and San Antonio regions. Founded in 1868, Frost has helped clients with their financial needs during three centuries. Additional information is available at frostbank.com.

Forward-Looking Statements and Factors that Could Affect Future Results

Certain statements contained in this Earnings Release that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"), notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in the Corporation's future filings with the SEC, in press releases, and in oral and written statements made by or with the approval of the Corporation that are not statements of historical fact and constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statements of plans, objectives and expectations of Cullen/Frost or its management or Board of Directors, including those relating to products or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as "believes", "anticipates", "expects", "intends", "targeted", "continue", "remain", "will", "should", "may" and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:


    --  Local, regional, national and international economic conditions and the
        impact they may have on the Corporation and its customers and the
        Corporation's assessment of that impact.
    --  Volatility and disruption in national and international financial
        markets.
    --  Government intervention in the U.S. financial system.
    --  Changes in the mix of loan geographies, sectors and types or the level
        of non-performing assets and charge-offs.
    --  Changes in estimates of future reserve requirements based upon the
        periodic review thereof under relevant regulatory and accounting
        requirements.
    --  The effects of and changes in trade and monetary and fiscal policies and
        laws, including the interest rate policies of the Federal Reserve Board.
    --  Inflation, interest rate, securities market and monetary fluctuations.
    --  The effects of changes in laws and regulations (including laws and
        regulations concerning taxes, banking, securities and insurance) with
        which the Corporation and its subsidiaries must comply.
    --  The soundness of other financial institutions.
    --  Political instability.
    --  Impairment of the Corporation's goodwill or other intangible assets.
    --  Acts of God or of war or terrorism.
    --  The timely development and acceptance of new products and services and
        perceived overall value of these products and services by users.
    --  Changes in consumer spending, borrowings and savings habits.
    --  Changes in the financial performance and/or condition of the
        Corporation's borrowers.
    --  Technological changes.
    --  Acquisitions and integration of acquired businesses.
    --  The ability to increase market share and control expenses.
    --  The Corporation's ability to attract and retain qualified employees.
    --  Changes in the competitive environment in the Corporation's markets and
        among banking organizations and other financial service providers.
    --  The effect of changes in accounting policies and practices, as may be
        adopted by the regulatory agencies, as well as the Public Company
        Accounting Oversight Board, the Financial Accounting Standards Board and
        other accounting standard setters.
    --  Changes in the reliability of the Corporation's vendors, internal
        control systems or information systems.
    --  Changes in the Corporation's liquidity position.
    --  Changes in the Corporation's organization, compensation and benefit
        plans.
    --  The costs and effects of legal and regulatory developments including the
        resolution of legal proceedings or regulatory or other governmental
        inquiries and the results of regulatory examinations or reviews.
    --  Greater than expected costs or difficulties related to the integration
        of new products and lines of business.
    --  The Corporation's success at managing the risks involved in the
        foregoing items.

Forward-looking statements speak only as of the date on which such statements are made. The Corporation undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events.

Greg Parker
Investor Relations
210/220-5632
or
Renee Sabel
Media Relations
210/220-5416


                                                                                Cullen/Frost Bankers, Inc.
                                                                        CONSOLIDATED FINANCIAL SUMMARY (UNAUDITED)
                                                                         (In thousands, except per share amounts)

                                                                                               2012                  2011
                                                                                               ----                  ----
                                              4th Qtr           3rd Qtr            2nd Qtr                        1st Qtr           4th Qtr
                                              -------           -------            -------                        -------           -------
    CONDENSED INCOME STATEMENTS
    ---------------------------
            Net interest income                       $154,405                             $151,532                       $149,217          $149,707  $150,323
            Net interest income(1)                     172,156                              167,341                        163,972           164,707   165,340
            Provision for loan losses                    4,125                                2,500                          2,355             1,100        --
            Non-interest income:
               Trust and investment
                management fees                         20,543                               20,843                         21,279            20,652    18,861
               Service charges on deposit
                accounts                                21,162                               20,797                         20,639            20,794    21,475
               Insurance commissions and fees            8,436                                9,964                          9,171            12,377     7,450
               Interchange and debit card
                transaction fees                         4,330                                4,194                          4,292             4,117     4,166
               Other charges, commissions and
                fees                                     7,740                                7,265                          7,825             7,350     7,125
               Net gain (loss) on securities
                transactions                             4,435                                   --                            370              (491)       --
               Other                                     9,241                                8,095                          6,187             7,180     8,583
                                                         -----                                -----                          -----             -----     -----

               Total non-interest income                75,887                               71,158                         69,763            71,979    67,660

            Non-interest expense:
               Salaries and wages                       67,442                               64,984                         62,624            63,702    66,126
               Employee benefits                        12,867                               14,019                         14,048            16,701    12,574
               Net occupancy                            11,772                               13,193                         12,213            11,797    11,413
               Furniture and equipment                  13,932                               14,193                         13,734            13,420    13,454
               Deposit insurance                         3,159                                2,593                          2,838             2,497     2,773
               Intangible amortization                     918                                  973                            994             1,011     1,052
               Other                                    35,977                               34,495                         36,085            32,912    36,441
                                                        ------                               ------                         ------            ------    ------

               Total non-interest expense              146,067                              144,450                        142,536           142,040   143,833
                                                       -------                              -------                        -------           -------   -------

            Income before income taxes                  80,100                               75,740                         74,089            78,546    74,150
            Income taxes                                19,912                               17,071                         16,027            17,513    18,736
                                                        ------                               ------                         ------            ------    ------

            Net income                                 $60,188                              $58,669                        $58,062           $61,033   $55,414
                                                       -------                              -------                        -------           -------   -------

    PER SHARE DATA
    --------------
            Net income - basic                           $0.98                                $0.95                          $0.94             $0.99     $0.90
            Net income - diluted                          0.97                                 0.95                           0.94              0.99      0.90
            Cash dividends                                0.48                                 0.48                           0.48              0.46      0.46
            Book value at end of quarter                 39.32                                39.35                          38.48             37.81     37.27

    OUTSTANDING SHARES
    ------------------
            Period-end shares                           61,479                               61,462                         61,404            61,373    61,264
            Weighted-average shares -
             basic                                      61,382                               61,317                         61,291            61,201    61,154
            Dilutive effect of stock
             compensation                                  339                                  369                            344               332        54
            Weighted-average shares -
             diluted                                    61,721                               61,686                         61,635            61,533    61,208

    SELECTED ANNUALIZED RATIOS
    --------------------------
            Return on average assets                      1.09%                                1.11%                          1.14%             1.23%     1.12%
            Return on average equity                      9.84                                 9.75                           9.95             10.59      9.74
            Net interest income to average
             earning assets(1)                            3.48                                 3.54                           3.61              3.73      3.76


    (1) Taxable-equivalent
     basis assuming a 35% tax
     rate.


                                                                 Cullen/Frost Bankers, Inc.

                                                         CONSOLIDATED FINANCIAL SUMMARY (UNAUDITED)

                                                                                                     2012       2011
                                                                                                     ----       ----
                                              4th Qtr               3rd Qtr                       2nd Qtr      1st Qtr        4th Qtr
                                              -------               -------                       -------      -------        -------
    BALANCE SHEET SUMMARY
              ($ in millions)
            Average Balance:
               Loans                             $8,868              $8,635                      $8,268     $8,050       $7,975
               Earning assets                    20,138              19,218                      18,605     18,087       17,806
               Total assets                      21,964              21,010                      20,401     19,920       19,579
               Non-interest-bearing demand
                deposits                          7,690               7,161                       6,829      6,399        6,325
               Interest-bearing deposits         10,736              10,289                      10,053      9,998        9,804
               Total deposits                    18,426              17,450                      16,882     16,397       16,129
               Shareholders' equity               2,433               2,393                       2,347      2,317        2,258

            Period-End Balance:
               Loans                             $9,224              $8,811                      $8,490     $8,127       $7,995
               Earning assets                    21,148              20,024                      19,033     18,583       18,498
               Goodwill and intangible assets       544                 545                         546        547          539
               Total assets                      23,124              21,848                      20,866     20,417       20,317
               Total deposits                    19,497              18,245                      17,277     16,909       16,757
               Shareholders' equity               2,417               2,419                       2,363      2,321        2,284
               Adjusted shareholders'
                equity(1)                         2,179               2,144                       2,110      2,076        2,036

    ASSET QUALITY
    -------------
              ($ in thousands)
            Allowance for loan losses          $104,453            $105,401                    $105,648   $107,181     $110,147
               as a percentage of period-end
                loans                              1.13%               1.20%                       1.24%      1.32%        1.38%

            Net charge-offs                      $5,073              $2,747                      $3,888     $4,066       $5,286
              Annualized as a percentage of
               average loans                       0.23%               0.13%                       0.19%      0.20%        0.26%


            Non-performing assets:
               Non-accrual loans                $89,744            $106,407                     $92,255    $97,870      $94,338
               Foreclosed assets                 15,502              18,524                      19,818     22,676       26,608
                                                 ------              ------                      ------     ------       ------

                 Total                         $105,246            $124,931                    $112,073   $120,546     $120,946
               As a percentage of:
                 Total loans and foreclosed
                  assets                           1.14%               1.41%                       1.32%      1.48%        1.51%
                 Total assets                      0.46                0.57                        0.54       0.59         0.60

            CONSOLIDATED CAPITAL RATIOS
            ---------------------------
            Tier 1 Risk-Based Capital
             Ratio                                13.68%              14.10%                      14.07%     14.47%       14.38%
            Total Risk-Based Capital Ratio        15.11               15.62                       15.61      16.10        16.24
            Leverage Ratio                         8.28                8.59                        8.65       8.68         8.66
            Equity to Assets Ratio (period-
             end)                                 10.45               11.07                       11.32      11.37        11.24
            Equity to Assets Ratio
             (average)                            11.08               11.39                       11.51      11.63        11.53

         (1) Shareholders' equity excluding
     accumulated other comprehensive income
                                    (loss).

                                                                                   Cullen/Frost Bankers, Inc.
                                                                           CONSOLIDATED FINANCIAL SUMMARY (UNAUDITED)
                                                                            (In thousands, except per share amounts)
                                                                                                                                                                                              
                                                                                       Year Ended December 31
                                                                                       ----------------------
                                                                                                                                                                                                                  
                                                              2012                          2011                          2010                          2009                          2008
                                                              ----                          ----                          ----                          ----                          ----
                                                                                                                                                                                                          
        CONDENSED INCOME STATEMENTS
        ---------------------------
        Net interest income                               $604,861                      $581,776                      $563,459                      $536,679                      $534,025
        Net interest income(1)                             668,176                       642,066                       616,319                       577,716                       554,353
        Provision for possible loan losses                  10,080                        27,445                        43,611                        65,392                        37,823
        Non-interest income:
          Trust fees and investment management fees         83,317                        78,297                        72,321                        69,933                        76,424
          Service charges on deposit accounts               83,392                        86,125                        91,025                        96,525                        82,526
          Insurance commissions and fees                    39,948                        35,421                        34,015                        33,096                        32,904
          Interchange and debit card transaction fees       16,933                        29,625                        30,542                        26,248                        23,959
          Other charges, commissions and fees               30,180                        27,750                        25,380                        23,826                        32,726
          Net gain (loss) on securities transactions         4,314                         6,414                             6                        (1,260)                         (159)
          Other                                             30,703                        26,370                        28,744                        45,338                        38,942
                                                            ------                        ------                        ------                        ------                        ------
          Total non-interest income                        288,787                       290,002                       282,033                       293,706                       287,322
                                                                                                                                                                                                        
                                                                                                                                                                                                        
        Non-interest expense:
          Salaries and wages                               258,752                       252,028                       239,589                       230,643                       225,943
          Employee benefits                                 57,635                        52,939                        52,352                        55,224                        47,219
          Net occupancy                                     48,975                        46,968                        46,166                        44,188                        40,464
          Furniture and equipment                           55,279                        51,469                        47,651                        44,223                        37,799
          Deposit insurance                                 11,087                        12,714                        20,451                        25,812                         4,597
          Intangible amortization                            3,896                         4,387                         5,125                         6,537                         7,906
          Other                                            139,469                       137,593                       124,207                       125,611                       122,717
                                                           -------                       -------                       -------                       -------                       -------
          Total non-interest expense                       575,093                       558,098                       535,541                       532,238                       486,645
                                                           -------                       -------                       -------                       -------                       -------
        Income before income taxes                         308,475                       286,235                       266,340                       232,755                       296,879
        Income taxes                                        70,523                        68,700                        57,576                        53,721                        89,624
                                                            ------                        ------                        ------                        ------                        ------
                                                                                                                                                                                                        
        Net income                                        $237,952                      $217,535                      $208,764                      $179,034                      $207,255
                                                          --------                      --------                      --------                      --------                      --------
                                                                                                                                                                                                        
                                                                                                                                                                                            
    PER SHARE DATA
    --------------
        Net income - basic                                   $3.87                         $3.55                         $3.44                         $3.00                         $3.51
        Net income - diluted                                  3.86                          3.54                          3.44                          3.00                          3.50
        Cash dividends                                        1.90                          1.83                          1.78                          1.71                          1.66
        Book value                                           39.32                         37.27                         33.74                         31.55                         29.68
                                                                                                                                                                                            
    OUTSTANDING SHARES
    ------------------
        Period-end shares                                   61,479                        61,264                        61,108                        60,038                        59,416
        Weighted-average shares - basic                     61,298                        61,101                        60,411                        59,456                        58,846
        Dilutive effect of stock compensation                  345                           177                           175                            58                           324
        Weighted-average shares - diluted                   61,643                        61,278                        60,586                        59,514                        59,170
                                                                                                                                                                                
    SELECTED ANNUAL RATIOS
    ----------------------
        Return on average assets                              1.14%                         1.17%                         1.21%                         1.14%                         1.51%
        Return on average equity                             10.03                         10.01                         10.30                          9.78                         13.11
        Net interest income to average earning assets(1)        3.59                          3.88                          4.08                          4.23                          4.67

                    Taxable-
                            equivalent
                            basis
                            assuming a
                            35% tax
    (1)                     rate.



                                                                                                                                                                              
                                                                           Cullen/Frost Bankers, Inc.
                                                                                                                                                                              
                                                                   CONSOLIDATED FINANCIAL SUMMARY (UNAUDITED)
                                                                                                                                                                              
                                                                             Year Ended December 31
                                                                             ----------------------
                                                                                                                                                                                                  
                                                    2012                         2011                        2010                         2009                        2008
                                                    ----                         ----                        ----                         ----                        ----
    BALANCE SHEET SUMMARY
    ---------------------
    ($ in millions)
    Average Balance:
    Loans                                         $8,457                       $8,043                      $8,125                       $8,653                      $8,314
    Earning assets                                19,016                       16,769                      15,333                       13,804                      11,868
    Total assets                                  20,827                       18,569                      17,187                       15,702                      13,685
    Non-interest-bearing demand deposits           7,022                        5,739                       5,024                        4,259                       3,615
    Interest bearing deposits                     10,270                        9,484                       9,024                        8,161                       6,916
    Total deposits                                17,292                       15,223                      14,048                       12,420                      10,531
    Shareholders' equity                           2,373                        2,172                       2,028                        1,831                       1,580
                                                                                                                                                                                        
    Period-End Balance:
    Loans                                         $9,224                       $7,995                      $8,117                       $8,368                      $8,844
    Earning assets                                21,148                       18,498                      15,806                       14,437                      13,001
    Goodwill and intangible assets                   544                          539                         542                          547                         551
    Total assets                                  23,124                       20,317                      17,617                       16,288                      15,034
    Total deposits                                19,497                       16,757                      14,479                       13,313                      11,509
    Shareholders' equity                           2,417                        2,284                       2,062                        1,894                       1,764
    Adjusted shareholders' equity(1)               2,179                        2,036                       1,907                        1,740                       1,626
                                                                                                                                                                            
    ASSET QUALITY
    -------------
    ($ in thousands)
    Allowance for possible loan losses          $104,453                     $110,147                    $126,316                     $125,309                    $110,244
    As a percentage of period-end loans             1.13%                        1.38%                       1.56%                        1.50%                       1.25%
                                                                                                                                                                            
    Net charge-offs:                             $15,774                      $43,614                     $42,604                      $50,327                     $19,918
    As a percentage of average loans                0.19%                        0.54%                       0.52%                        0.58%                       0.24%
                                                                                                                                                                            
    Non-performing assets:
    Non-accrual loans                            $89,744                      $94,338                    $137,140                     $146,867                     $65,174
    Foreclosed assets                             15,502                       26,608                      27,810                       33,312                      12,866
                                                  ------                       ------                      ------                       ------                      ------
    Total                                       $105,246                     $120,946                    $164,950                     $180,179                     $78,040
    As a percentage of:
    Total loans and foreclosed assets               1.14%                        1.51%                       2.03%                        2.14%                       0.88%
    Total assets                                    0.46                         0.60                        0.94                         1.11                        0.52

                   Shareholders'
                   equity
                   excluding
                   accumulated
                   other
                   comprehensive
             (1)   income (loss).

SOURCE Cullen/Frost Bankers, Inc.