Texas
|
74-1751768
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
100 W. Houston Street, San Antonio, Texas
|
78205
|
(Address of principal executive offices)
|
(Zip code)
|
Common Stock, $.01 Par Value
|
The New York Stock Exchange, Inc.
|
5.375% Non-Cumulative Perpetual Preferred Stock, Series A
|
The New York Stock Exchange, Inc.
|
(Title of each class)
|
(Name of each exchange on which registered)
|
Large accelerated filer
|
ý
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
|
|
Emerging growth company
|
¨
|
|
|
Page
|
PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 16.
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SIGNATURES
|
•
|
Commercial Banking.
Frost Bank provides commercial banking services to corporations and other business clients. Loans are made for a wide variety of general corporate purposes, including financing for industrial and commercial properties and to a lesser extent, financing for interim construction related to industrial and commercial properties, financing for equipment, inventories and accounts receivable, and acquisition financing. We also originate commercial leases and offer treasury management services.
|
•
|
Consumer Services.
Frost Bank provides a full range of consumer banking services, including checking accounts, savings programs, ATMs, overdraft facilities, installment and real estate loans, home equity loans and lines of credit, drive-in and night deposit services, safe deposit facilities and brokerage services.
|
•
|
International Banking.
Frost Bank provides international banking services to customers residing in or dealing with businesses located in Mexico. These services consist of accepting deposits (generally only in U.S. dollars), making loans (generally only in U.S. dollars), issuing letters of credit, handling foreign collections, transmitting funds, and to a limited extent, dealing in foreign exchange.
|
•
|
Correspondent Banking.
Frost Bank acts as correspondent for approximately 194 financial institutions, which are primarily banks in Texas. These banks maintain deposits with Frost Bank, which offers them a full range of services including check clearing, transfer of funds, fixed income security services, and securities custody and clearance services.
|
•
|
Trust Services.
Frost Bank provides a wide range of trust, investment, agency and custodial services for individual and corporate clients. These services include the administration of estates and personal trusts, as well as the management of investment accounts for individuals, employee benefit plans and charitable foundations. At
December 31, 2018
, the estimated fair value of trust assets was
$33.3 billion
, including managed assets of
$14.7 billion
and custody assets of
$18.7 billion
.
|
•
|
Capital Markets - Fixed-Income Services
. Frost Bank’s Capital Markets Division supports the transaction needs of fixed-income institutional investors. Services include sales and trading, new issue underwriting, money market trading, advisory services and securities safekeeping and clearance.
|
•
|
Global Trade
Services.
Frost Bank's Global Trade Services Division supports international business activities including foreign exchange, international letters of credit and export-import financing, among other things.
|
•
|
4.5% CET1 to risk-weighted assets;
|
•
|
6.0% Tier 1 capital (that is, CET1 plus Additional Tier 1 capital) to risk-weighted assets;
|
•
|
8.0% Total capital (that is, Tier 1 capital plus Tier 2 capital) to risk-weighted assets; and
|
•
|
4.0% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (known as the “leverage ratio”).
|
Name and Position Held
|
Age
|
Recent Business Experience
|
|
|
|
Phillip D. Green
Chairman of the Board, Chief Executive
Officer and Director of Cullen/Frost
|
64
|
Officer of Frost Bank since July 1980. Group Executive Vice President, Chief Financial Officer of Cullen/Frost from October 1995 to January 2015. President of Cullen/Frost from January 2015 to March 2016. Chairman of the Board and Chief Executive Officer of Cullen/Frost since April 2016.
|
Patrick B. Frost
Director of Cullen/Frost, President of
Frost Bank, Group Executive Vice
President, Frost Wealth Advisors of Frost
Bank and President of Frost Insurance
|
58
|
Officer of Frost Bank since 1985. President of Frost Bank from August 1993 to present. Director of Cullen/Frost from May 1997 to present. Group Executive Vice President, Frost Wealth Advisors of Frost Bank from April 2016 to present. President of Frost Insurance since October 2014.
|
Jerry Salinas
Group Executive Vice President, Chief
Financial Officer of Cullen/Frost
|
60
|
Officer of Frost Bank since March 1986. Senior Executive Vice President, Treasurer of Cullen/Frost from 1997 to January 2015. Group Executive Vice President, Chief Financial Officer of Cullen/Frost since January 2015.
|
Annette Alonzo
Group Executive Vice President, Chief
Human Resources Officer of Frost Bank
|
50
|
Officer of Frost Bank since 1993. Executive Vice President, Human Resources of Frost Bank from July 2006 to January 2015. Senior Executive Vice President, Human Resources of Frost Bank from January 2015 to July 2015. Group Executive Vice President, Human Resources of Frost Bank from July 2015 to March 2016. Group Executive Vice President, Chief Human Resources Officer of Frost Bank since April 2016.
|
Robert A. Berman
Group Executive Vice President,
Research and Strategy of Frost Bank
|
56
|
Officer of Frost Bank since January 1989. Group Executive Vice President, Research and Strategy of Frost Bank since May 2001.
|
Paul H. Bracher
President of Cullen/Frost and Group
Executive Vice President, Chief
Banking Officer of Frost Bank
|
62
|
Officer of Frost Bank since January 1982. President, State Regions of Frost Bank from February 2001 to January 2015. Group Executive Vice President, Chief Banking Officer of Frost Bank from January 2015 to present. President of Cullen/Frost since April 2016.
|
William L. Perotti
Group Executive Vice President, Chief
Credit Officer of Frost Bank
|
61
|
Officer of Frost Bank since December 1982. Group Executive Vice President, Chief Credit Officer of Frost Bank from May 2001 to January 2015. Group Executive Vice President, Chief Risk Officer of Frost Bank from April 2005 to January 2019. Chief Credit Officer of Frost Bank since January 2019.
|
Michael E. Russell
Group Executive Vice President, Chief
Operations Officer of Frost Bank
|
62
|
Officer of Frost Bank since December 2017. Group Executive Vice President, Chief Operations Officer since January 2018. Prior to joining Frost, Mr. Russell was a management consultant and former corporate technology executive.
|
Carol Severyn
Group Executive Vice President, Chief
Risk Officer of Frost Bank
|
54
|
Officer of Frost Bank since December 1993. Executive Vice President and Auditor of Frost Bank from January 2004 to January 2019. Group Executive Vice President, Chief Risk Officer of Frost Bank since January 2019.
|
Jimmy Stead
Group Executive Vice President, Chief
Consumer Banking Officer of Frost Bank
|
43
|
Officer of Frost Bank since July 2001. Senior Vice President Electronic Commerce Operations of Frost Bank from October 2007 to December 2015, Executive Vice President, Electronic Commerce Operations of Frost Bank from January 2016 to January 2017. Group Executive Vice President, Chief Consumer Banking Officer of Frost Bank since January 2017.
|
James L. Waters
Group Executive Vice President, General
Counsel and Secretary of Cullen/Frost
|
52
|
Officer of Frost Bank since March 2018. Group Executive Vice President, General Counsel and Secretary of Cullen/Frost since March 2018. Prior to joining Frost, Mr. Waters was a partner at the law firm Haynes and Boone LLP.
|
Candace Wolfshohl
Group Executive Vice President, Culture
and People Development of Frost Bank
|
58
|
Officer of Frost Bank since 1989. Executive Vice President, Staff Development of Frost Bank from January 2008 to January 2015. Senior Executive Vice President, Staff Development of Frost Bank from January 2015 to July 2015. Group Executive Vice President, Culture and People Development of Frost Bank since July 2015.
|
•
|
The ability to develop, maintain and build long-term customer relationships based on top quality service, high ethical standards and safe, sound assets.
|
•
|
The ability to expand our market position.
|
•
|
The scope, relevance and pricing of products and services offered to meet customer needs and demands.
|
•
|
The rate at which we introduce new products and services relative to our competitors.
|
•
|
Customer satisfaction with our level of service.
|
•
|
Industry and general economic trends.
|
•
|
Potential exposure to unknown or contingent liabilities of the target company.
|
•
|
Exposure to potential asset quality issues of the target company.
|
•
|
Potential disruption to our business.
|
•
|
Potential diversion of our management’s time and attention.
|
•
|
The possible loss of key employees and customers of the target company.
|
•
|
Difficulty in estimating the value of the target company.
|
•
|
Potential changes in banking or tax laws or regulations that may affect the target company.
|
•
|
Actual or anticipated variations in quarterly results of operations.
|
•
|
Recommendations by securities analysts.
|
•
|
Operating and stock price performance of other companies that investors deem comparable to us.
|
•
|
News reports relating to trends, concerns and other issues in the financial services industry.
|
•
|
Perceptions in the marketplace regarding us and/or our competitors.
|
•
|
New technology used, or services offered, by competitors.
|
•
|
The issuance by us of additional securities, including common stock and securities that are convertible into or exchangeable for, or that represent the right to receive, common stock.
|
•
|
Sales of a large block of shares of our common stock or similar securities in the market after an equity offering, or the perception that such sales could occur.
|
•
|
Significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors.
|
•
|
Failure to integrate acquisitions or realize anticipated benefits from acquisitions.
|
•
|
Changes in government regulations.
|
•
|
Geopolitical conditions such as acts or threats of terrorism or military conflicts.
|
Plan Category
|
Number of Shares
to be Issued Upon
Exercise of
Outstanding Awards
|
|
Weighted-Average
Exercise
Price of
Outstanding
Awards
|
|
Number of Shares
Available for
Future Grants
|
||||
Plans approved by shareholders
|
2,894,734
|
|
(1)
|
$
|
63.55
|
|
(2)
|
1,264,277
|
|
Plans not approved by shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
2,894,734
|
|
|
63.55
|
|
|
1,264,277
|
|
(1)
|
Includes
2,352,008
shares related to stock options,
368,007
shares related to non-vested stock units,
48,910
shares related to director deferred stock units and
125,809
shares related to performance stock units (assuming attainment of the maximum payout rate as set forth by the performance criteria).
|
(2)
|
Excludes outstanding stock units which are exercised for no consideration.
|
Period
|
|
Total Number of
Shares Purchased
|
|
Average Price
Paid Per Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
|
|
Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans at
the End of the Period
|
||||||
October 1, 2018 to October 31, 2018
|
|
278,204
|
|
(1)
|
$
|
95.33
|
|
|
268,115
|
|
|
$
|
124,418
|
|
November 1, 2018 to November 30, 2018
|
|
492,591
|
|
|
100.09
|
|
|
492,591
|
|
|
75,116
|
|
||
December 1, 2018 to December 31, 2018
|
|
266,586
|
|
|
94.21
|
|
|
266,586
|
|
|
50,000
|
|
||
Total
|
|
1,037,381
|
|
|
$
|
97.30
|
|
|
1,027,292
|
|
|
|
|
(1)
|
Includes 10,089 shares related to repurchases made in connection with the vesting of certain share awards at an average price of $93.17 per share.
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||||
Cullen/Frost
|
$
|
100.00
|
|
|
$
|
97.46
|
|
|
$
|
85.34
|
|
|
$
|
129.72
|
|
|
$
|
142.59
|
|
|
$
|
135.69
|
|
S&P 500
|
100.00
|
|
|
113.69
|
|
|
115.26
|
|
|
129.05
|
|
|
157.22
|
|
|
150.33
|
|
||||||
S&P 500 Banks
|
100.00
|
|
|
115.51
|
|
|
116.49
|
|
|
144.81
|
|
|
177.47
|
|
|
148.30
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Consolidated Statements of Income
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans, including fees
|
$
|
669,002
|
|
|
$
|
534,804
|
|
|
$
|
458,094
|
|
|
$
|
433,872
|
|
|
$
|
440,958
|
|
Securities
|
319,728
|
|
|
315,599
|
|
|
313,943
|
|
|
307,394
|
|
|
249,705
|
|
|||||
Interest-bearing deposits
|
56,968
|
|
|
41,608
|
|
|
16,103
|
|
|
8,123
|
|
|
10,725
|
|
|||||
Federal funds sold and resell agreements
|
5,500
|
|
|
936
|
|
|
272
|
|
|
107
|
|
|
83
|
|
|||||
Total interest income
|
1,051,198
|
|
|
892,947
|
|
|
788,412
|
|
|
749,496
|
|
|
701,471
|
|
|||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
75,337
|
|
|
17,188
|
|
|
7,248
|
|
|
9,024
|
|
|
11,022
|
|
|||||
Federal funds purchased and repurchase agreements
|
8,021
|
|
|
1,522
|
|
|
204
|
|
|
167
|
|
|
134
|
|
|||||
Junior subordinated deferrable interest debentures
|
5,291
|
|
|
3,955
|
|
|
3,281
|
|
|
2,725
|
|
|
2,488
|
|
|||||
Subordinated notes payable and other borrowings
|
4,657
|
|
|
3,860
|
|
|
1,343
|
|
|
948
|
|
|
893
|
|
|||||
Total interest expense
|
93,306
|
|
|
26,525
|
|
|
12,076
|
|
|
12,864
|
|
|
14,537
|
|
|||||
Net interest income
|
957,892
|
|
|
866,422
|
|
|
776,336
|
|
|
736,632
|
|
|
686,934
|
|
|||||
Provision for loan losses
|
21,613
|
|
|
35,460
|
|
|
51,673
|
|
|
51,845
|
|
|
16,314
|
|
|||||
Net interest income after provision for loan losses
|
936,279
|
|
|
830,962
|
|
|
724,663
|
|
|
684,787
|
|
|
670,620
|
|
|||||
Non-interest income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Trust and investment management fees
|
119,391
|
|
|
110,675
|
|
|
104,240
|
|
|
105,512
|
|
|
106,237
|
|
|||||
Service charges on deposit accounts
|
85,186
|
|
|
84,182
|
|
|
81,203
|
|
|
81,350
|
|
|
81,946
|
|
|||||
Insurance commissions and fees
|
48,967
|
|
|
46,169
|
|
|
47,154
|
|
|
48,926
|
|
|
45,115
|
|
|||||
Interchange and debit card transaction fees
|
13,877
|
|
|
23,232
|
|
|
21,369
|
|
|
19,666
|
|
|
18,372
|
|
|||||
Other charges, commissions and fees
|
37,231
|
|
|
39,931
|
|
|
39,623
|
|
|
37,551
|
|
|
36,180
|
|
|||||
Net gain (loss) on securities transactions
|
(156
|
)
|
|
(4,941
|
)
|
|
14,975
|
|
|
69
|
|
|
38
|
|
|||||
Other
|
46,790
|
|
|
37,222
|
|
|
41,144
|
|
|
35,656
|
|
|
32,256
|
|
|||||
Total non-interest income
|
351,286
|
|
|
336,470
|
|
|
349,708
|
|
|
328,730
|
|
|
320,144
|
|
|||||
Non-interest expense:
|
|
|
|
|
|
|
|
|
|
||||||||||
Salaries and wages
|
350,312
|
|
|
337,068
|
|
|
318,665
|
|
|
310,504
|
|
|
292,349
|
|
|||||
Employee benefits
|
77,323
|
|
|
74,575
|
|
|
72,615
|
|
|
69,746
|
|
|
60,151
|
|
|||||
Net occupancy
|
76,788
|
|
|
75,971
|
|
|
71,627
|
|
|
65,690
|
|
|
55,745
|
|
|||||
Technology, furniture and equipment
|
83,102
|
|
|
74,335
|
|
|
71,208
|
|
|
64,373
|
|
|
62,087
|
|
|||||
Deposit insurance
|
16,397
|
|
|
20,128
|
|
|
17,428
|
|
|
14,519
|
|
|
13,232
|
|
|||||
Intangible amortization
|
1,424
|
|
|
1,703
|
|
|
2,429
|
|
|
3,325
|
|
|
3,520
|
|
|||||
Other
|
173,538
|
|
|
175,289
|
|
|
178,988
|
|
|
165,561
|
|
|
167,656
|
|
|||||
Total non-interest expense
|
778,884
|
|
|
759,069
|
|
|
732,960
|
|
|
693,718
|
|
|
654,740
|
|
|||||
Income before income taxes
|
508,681
|
|
|
408,363
|
|
|
341,411
|
|
|
319,799
|
|
|
336,024
|
|
|||||
Income taxes
|
53,763
|
|
|
44,214
|
|
|
37,150
|
|
|
40,471
|
|
|
58,047
|
|
|||||
Net income
|
454,918
|
|
|
364,149
|
|
|
304,261
|
|
|
279,328
|
|
|
277,977
|
|
|||||
Preferred stock dividends
|
8,063
|
|
|
8,063
|
|
|
8,063
|
|
|
8,063
|
|
|
8,063
|
|
|||||
Net income available to common shareholders
|
$
|
446,855
|
|
|
$
|
356,086
|
|
|
$
|
296,198
|
|
|
$
|
271,265
|
|
|
$
|
269,914
|
|
|
As of or for the Year Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Per Common Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income - basic
|
$
|
6.97
|
|
|
$
|
5.56
|
|
|
$
|
4.73
|
|
|
$
|
4.31
|
|
|
$
|
4.32
|
|
Net income - diluted
|
6.90
|
|
|
5.51
|
|
|
4.70
|
|
|
4.28
|
|
|
4.29
|
|
|||||
Cash dividends declared and paid
|
2.58
|
|
|
2.25
|
|
|
2.15
|
|
|
2.10
|
|
|
2.03
|
|
|||||
Book value
|
51.19
|
|
|
49.68
|
|
|
45.03
|
|
|
44.30
|
|
|
42.87
|
|
|||||
Common Shares Outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Period-end
|
62,986
|
|
|
63,476
|
|
|
63,474
|
|
|
61,982
|
|
|
63,149
|
|
|||||
Weighted-average shares - basic
|
63,705
|
|
|
63,694
|
|
|
62,376
|
|
|
62,758
|
|
|
62,072
|
|
|||||
Dilutive effect of stock compensation
|
982
|
|
|
968
|
|
|
593
|
|
|
715
|
|
|
902
|
|
|||||
Weighted - average shares - diluted
|
64,687
|
|
|
64,662
|
|
|
62,969
|
|
|
63,473
|
|
|
62,974
|
|
|||||
Performance Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average assets
|
1.44
|
%
|
|
1.17
|
%
|
|
1.03
|
%
|
|
0.97
|
%
|
|
1.05
|
%
|
|||||
Return on average common equity
|
14.23
|
|
|
11.76
|
|
|
10.16
|
|
|
9.86
|
|
|
10.51
|
|
|||||
Net interest income to average earning assets
|
3.64
|
|
|
3.69
|
|
|
3.56
|
|
|
3.45
|
|
|
3.41
|
|
|||||
Dividend pay-out ratio
|
37.03
|
|
|
40.49
|
|
|
45.54
|
|
|
48.72
|
|
|
47.12
|
|
|||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Period-end:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans
|
$
|
14,099,733
|
|
|
$
|
13,145,665
|
|
|
$
|
11,975,392
|
|
|
$
|
11,486,531
|
|
|
$
|
10,987,535
|
|
Earning assets
|
29,894,185
|
|
|
29,595,375
|
|
|
28,025,439
|
|
|
26,431,176
|
|
|
26,052,339
|
|
|||||
Total assets
|
32,292,966
|
|
|
31,747,880
|
|
|
30,196,319
|
|
|
28,565,942
|
|
|
28,276,421
|
|
|||||
Non-interest-bearing demand deposits
|
10,997,494
|
|
|
11,197,093
|
|
|
10,513,369
|
|
|
10,270,233
|
|
|
10,149,061
|
|
|||||
Interest-bearing deposits
|
16,151,710
|
|
|
15,675,296
|
|
|
15,298,206
|
|
|
14,073,362
|
|
|
13,986,869
|
|
|||||
Total deposits
|
27,149,204
|
|
|
26,872,389
|
|
|
25,811,575
|
|
|
24,343,595
|
|
|
24,135,930
|
|
|||||
Long-term debt and other borrowings
|
234,950
|
|
|
234,736
|
|
|
236,117
|
|
|
235,939
|
|
|
235,761
|
|
|||||
Shareholders’ equity
|
3,368,917
|
|
|
3,297,863
|
|
|
3,002,528
|
|
|
2,890,343
|
|
|
2,851,403
|
|
|||||
Average:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans
|
$
|
13,617,940
|
|
|
$
|
12,460,148
|
|
|
$
|
11,554,823
|
|
|
$
|
11,267,402
|
|
|
$
|
10,299,025
|
|
Earning assets
|
28,899,578
|
|
|
28,359,131
|
|
|
26,717,013
|
|
|
25,954,510
|
|
|
23,877,476
|
|
|||||
Total assets
|
31,029,850
|
|
|
30,450,207
|
|
|
28,832,093
|
|
|
28,060,626
|
|
|
25,766,301
|
|
|||||
Non-interest-bearing demand deposits
|
10,756,808
|
|
|
10,819,426
|
|
|
10,034,319
|
|
|
10,179,810
|
|
|
9,125,030
|
|
|||||
Interest-bearing deposits
|
15,532,258
|
|
|
15,085,492
|
|
|
14,477,525
|
|
|
13,860,948
|
|
|
12,927,729
|
|
|||||
Total deposits
|
26,289,066
|
|
|
25,904,918
|
|
|
24,511,844
|
|
|
24,040,758
|
|
|
22,052,759
|
|
|||||
Long-term debt and other borrowings
|
234,850
|
|
|
226,194
|
|
|
236,033
|
|
|
235,856
|
|
|
230,170
|
|
|||||
Shareholders’ equity
|
3,284,376
|
|
|
3,173,264
|
|
|
3,058,896
|
|
|
2,895,192
|
|
|
2,712,226
|
|
|||||
Asset Quality
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses
|
$
|
132,132
|
|
|
$
|
155,364
|
|
|
$
|
153,045
|
|
|
$
|
135,859
|
|
|
$
|
99,542
|
|
Allowance for losses to year-end loans
|
0.94
|
%
|
|
1.18
|
%
|
|
1.28
|
%
|
|
1.18
|
%
|
|
0.91
|
%
|
|||||
Net loan charge-offs
|
$
|
44,845
|
|
|
$
|
33,141
|
|
|
$
|
34,487
|
|
|
$
|
15,528
|
|
|
$
|
9,210
|
|
Net loan charge-offs to average loans
|
0.33
|
%
|
|
0.27
|
%
|
|
0.30
|
%
|
|
0.14
|
%
|
|
0.09
|
%
|
|||||
Non-performing assets
|
$
|
74,914
|
|
|
$
|
157,292
|
|
|
$
|
102,591
|
|
|
$
|
85,722
|
|
|
$
|
65,176
|
|
Non-performing assets to:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total loans plus foreclosed assets
|
0.53
|
%
|
|
1.20
|
%
|
|
0.86
|
%
|
|
0.75
|
%
|
|
0.59
|
%
|
|||||
Total assets
|
0.23
|
|
|
0.50
|
|
|
0.34
|
|
|
0.30
|
|
|
0.23
|
|
|||||
Consolidated Capital Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Common equity tier 1 risk-based ratio
|
12.65
|
%
|
|
12.42
|
%
|
|
12.52
|
%
|
|
11.37
|
%
|
|
N/A
|
||||||
Tier 1 risk-based ratio
|
13.34
|
|
|
13.16
|
|
|
13.33
|
|
|
12.38
|
|
|
13.68
|
%
|
|||||
Total risk-based ratio
|
15.09
|
|
|
15.15
|
|
|
14.93
|
|
|
13.85
|
|
|
14.55
|
|
|||||
Leverage ratio
|
9.06
|
|
|
8.46
|
|
|
8.14
|
|
|
7.79
|
|
|
8.16
|
|
|||||
Average shareholders’ equity to average total assets
|
10.58
|
|
|
10.42
|
|
|
10.61
|
|
|
10.32
|
|
|
10.53
|
|
|
Year Ended December 31, 2018
|
||||||||||||||
|
4th
Quarter
|
|
3rd
Quarter
|
|
2nd
Quarter
|
|
1st
Quarter
|
||||||||
Interest income
|
$
|
281,205
|
|
|
$
|
268,716
|
|
|
$
|
257,951
|
|
|
$
|
243,326
|
|
Interest expense
|
31,996
|
|
|
27,051
|
|
|
20,681
|
|
|
13,578
|
|
||||
Net interest income
|
249,209
|
|
|
241,665
|
|
|
237,270
|
|
|
229,748
|
|
||||
Provision for loan losses
|
3,767
|
|
|
2,650
|
|
|
8,251
|
|
|
6,945
|
|
||||
Non-interest income
(1)
|
87,118
|
|
|
87,657
|
|
|
85,066
|
|
|
91,445
|
|
||||
Non-interest expense
|
199,697
|
|
|
193,668
|
|
|
188,908
|
|
|
196,611
|
|
||||
Income before income taxes
|
132,863
|
|
|
133,004
|
|
|
125,177
|
|
|
117,637
|
|
||||
Income taxes
|
13,610
|
|
|
15,160
|
|
|
13,836
|
|
|
11,157
|
|
||||
Net income
|
119,253
|
|
|
117,844
|
|
|
111,341
|
|
|
106,480
|
|
||||
Preferred stock dividends
|
2,016
|
|
|
2,016
|
|
|
2,015
|
|
|
2,016
|
|
||||
Net income available to common shareholders
|
$
|
117,237
|
|
|
$
|
115,828
|
|
|
$
|
109,326
|
|
|
$
|
104,464
|
|
Net income per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.84
|
|
|
$
|
1.80
|
|
|
$
|
1.70
|
|
|
$
|
1.63
|
|
Diluted
|
1.82
|
|
|
1.78
|
|
|
1.68
|
|
|
1.61
|
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
4th
Quarter
|
|
3rd
Quarter
|
|
2nd
Quarter
|
|
1st
Quarter
|
||||||||
Interest income
|
$
|
234,295
|
|
|
$
|
227,586
|
|
|
$
|
219,274
|
|
|
$
|
211,792
|
|
Interest expense
|
10,381
|
|
|
8,375
|
|
|
4,486
|
|
|
3,283
|
|
||||
Net interest income
|
223,914
|
|
|
219,211
|
|
|
214,788
|
|
|
208,509
|
|
||||
Provision for loan losses
|
8,102
|
|
|
10,980
|
|
|
8,426
|
|
|
7,952
|
|
||||
Non-interest income
(2)
|
90,075
|
|
|
81,615
|
|
|
81,080
|
|
|
83,700
|
|
||||
Non-interest expense
|
196,280
|
|
|
186,823
|
|
|
188,051
|
|
|
187,915
|
|
||||
Income before income taxes
|
109,607
|
|
|
103,023
|
|
|
99,391
|
|
|
96,342
|
|
||||
Income taxes
|
9,083
|
|
|
9,892
|
|
|
13,838
|
|
|
11,401
|
|
||||
Net income
|
100,524
|
|
|
93,131
|
|
|
85,553
|
|
|
84,941
|
|
||||
Preferred stock dividends
|
2,016
|
|
|
2,016
|
|
|
2,015
|
|
|
2,016
|
|
||||
Net income available to common shareholders
|
$
|
98,508
|
|
|
$
|
91,115
|
|
|
$
|
83,538
|
|
|
$
|
82,925
|
|
Net income per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.54
|
|
|
$
|
1.43
|
|
|
$
|
1.30
|
|
|
$
|
1.29
|
|
Diluted
|
1.53
|
|
|
1.41
|
|
|
1.29
|
|
|
1.28
|
|
(1)
|
Includes net losses on securities transactions of
$19 thousand
,
$60 thousand
,
$34 thousand
and
$43 thousand
during the first, second, third and fourth quarters of
2018
, respectively.
|
(2)
|
Includes net losses on securities transactions of
$50 thousand
,
$4.9 million
and
$24 thousand
during the second, third and fourth quarters of
2017
, respectively.
|
•
|
Local, regional, national and international economic conditions and the impact they may have on us and our customers and our assessment of that impact.
|
•
|
Volatility and disruption in national and international financial and commodity 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 effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which we and our subsidiaries must comply.
|
•
|
The soundness of other financial institutions.
|
•
|
Political instability.
|
•
|
Impairment of our 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 our borrowers.
|
•
|
Technological changes.
|
•
|
The cost and effects of failure, interruption, or breach of security of our systems.
|
•
|
Acquisitions and integration of acquired businesses.
|
•
|
Our ability to increase market share and control expenses.
|
•
|
Our ability to attract and retain qualified employees.
|
•
|
Changes in the competitive environment in our 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 our vendors, internal control systems or information systems.
|
•
|
Changes in our liquidity position.
|
•
|
Changes in our organization, compensation and benefit plans.
|
•
|
The costs and effects of legal and regulatory developments, the resolution of legal proceedings or regulatory or other governmental inquiries, the results of regulatory examinations or reviews and the ability to obtain required regulatory approvals.
|
•
|
Greater than expected costs or difficulties related to the integration of new products and lines of business.
|
•
|
Our success at managing the risks involved in the foregoing items.
|
|
2018
|
|
2017
|
|
2016
|
||||||
Taxable-equivalent net interest income
|
$
|
1,052,564
|
|
|
$
|
1,043,431
|
|
|
$
|
939,958
|
|
Taxable-equivalent adjustment
|
94,672
|
|
|
177,009
|
|
|
163,622
|
|
|||
Net interest income
|
957,892
|
|
|
866,422
|
|
|
776,336
|
|
|||
Provision for loan losses
|
21,613
|
|
|
35,460
|
|
|
51,673
|
|
|||
Non-interest income
|
351,286
|
|
|
336,470
|
|
|
349,708
|
|
|||
Non-interest expense
|
778,884
|
|
|
759,069
|
|
|
732,960
|
|
|||
Income before income taxes
|
508,681
|
|
|
408,363
|
|
|
341,411
|
|
|||
Income taxes
|
53,763
|
|
|
44,214
|
|
|
37,150
|
|
|||
Net income
|
454,918
|
|
|
364,149
|
|
|
304,261
|
|
|||
Preferred stock dividends
|
8,063
|
|
|
8,063
|
|
|
8,063
|
|
|||
Net income available to common shareholders
|
$
|
446,855
|
|
|
$
|
356,086
|
|
|
$
|
296,198
|
|
Earnings per common share - basic
|
$
|
6.97
|
|
|
$
|
5.56
|
|
|
$
|
4.73
|
|
Earnings per common share - diluted
|
6.90
|
|
|
5.51
|
|
|
4.70
|
|
|||
Dividends per common share
|
2.58
|
|
|
2.25
|
|
|
2.15
|
|
|||
Return on average assets
|
1.44
|
%
|
|
1.17
|
%
|
|
1.03
|
%
|
|||
Return on average common equity
|
14.23
|
|
|
11.76
|
|
|
10.16
|
|
|||
Average shareholders' equity to average assets
|
10.58
|
|
|
10.42
|
|
|
10.61
|
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||||||||||
|
Increase (Decrease) Due
to Change in
|
|
|
|
Increase (Decrease) Due
to Change in
|
|
|
||||||||||||||||||||||||
|
Rate
|
|
Volume
|
|
Tax Rate
|
|
Total
|
|
Rate
|
|
Volume
|
|
Number of Days
|
|
Total
|
||||||||||||||||
Interest-bearing deposits
|
$
|
23,680
|
|
|
$
|
(8,320
|
)
|
|
$
|
—
|
|
|
$
|
15,360
|
|
|
$
|
22,369
|
|
|
$
|
3,180
|
|
|
$
|
(44
|
)
|
|
$
|
25,505
|
|
Federal funds sold and resell agreements
|
869
|
|
|
3,695
|
|
|
—
|
|
|
4,564
|
|
|
385
|
|
|
280
|
|
|
(1
|
)
|
|
664
|
|
||||||||
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Taxable
|
5,131
|
|
|
(11,740
|
)
|
|
|
|
|
(6,609
|
)
|
|
(4,482
|
)
|
|
(5,358
|
)
|
|
(206
|
)
|
|
(10,046
|
)
|
||||||||
Tax-exempt
|
(11,283
|
)
|
|
28,033
|
|
|
(85,625
|
)
|
|
(68,875
|
)
|
|
(8,741
|
)
|
|
31,136
|
|
|
—
|
|
|
22,395
|
|
||||||||
Loans, net of unearned discounts
|
81,949
|
|
|
53,525
|
|
|
(4,000
|
)
|
|
131,474
|
|
|
42,509
|
|
|
38,161
|
|
|
(1,266
|
)
|
|
79,404
|
|
||||||||
Total earning assets
|
100,346
|
|
|
65,193
|
|
|
(89,625
|
)
|
|
75,914
|
|
|
52,040
|
|
|
67,399
|
|
|
(1,517
|
)
|
|
117,922
|
|
||||||||
Savings and interest checking
|
4,005
|
|
|
61
|
|
|
—
|
|
|
4,066
|
|
|
—
|
|
|
252
|
|
|
(3
|
)
|
|
249
|
|
||||||||
Money market deposit accounts
|
46,205
|
|
|
249
|
|
|
—
|
|
|
46,454
|
|
|
8,040
|
|
|
21
|
|
|
(13
|
)
|
|
8,048
|
|
||||||||
Time accounts
|
4,620
|
|
|
57
|
|
|
—
|
|
|
4,677
|
|
|
475
|
|
|
(38
|
)
|
|
(4
|
)
|
|
433
|
|
||||||||
Public funds
|
2,990
|
|
|
(38
|
)
|
|
—
|
|
|
2,952
|
|
|
1,216
|
|
|
(5
|
)
|
|
(1
|
)
|
|
1,210
|
|
||||||||
Federal funds purchased and repurchase agreements
|
6,367
|
|
|
132
|
|
|
—
|
|
|
6,499
|
|
|
1,241
|
|
|
78
|
|
|
(1
|
)
|
|
1,318
|
|
||||||||
Junior subordinated deferrable interest debentures
|
1,334
|
|
|
2
|
|
|
—
|
|
|
1,336
|
|
|
673
|
|
|
1
|
|
|
—
|
|
|
674
|
|
||||||||
Subordinated notes payable and other notes
|
408
|
|
|
389
|
|
|
—
|
|
|
797
|
|
|
2,599
|
|
|
(82
|
)
|
|
—
|
|
|
2,517
|
|
||||||||
Total interest-bearing liabilities
|
65,929
|
|
|
852
|
|
|
—
|
|
|
66,781
|
|
|
14,244
|
|
|
227
|
|
|
(22
|
)
|
|
14,449
|
|
||||||||
Net change
|
$
|
34,417
|
|
|
$
|
64,341
|
|
|
$
|
(89,625
|
)
|
|
$
|
9,133
|
|
|
$
|
37,796
|
|
|
$
|
67,172
|
|
|
$
|
(1,495
|
)
|
|
$
|
103,473
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Trust and investment management fees
|
$
|
119,391
|
|
|
$
|
110,675
|
|
|
$
|
104,240
|
|
Service charges on deposit accounts
|
85,186
|
|
|
84,182
|
|
|
81,203
|
|
|||
Insurance commissions and fees
|
48,967
|
|
|
46,169
|
|
|
47,154
|
|
|||
Interchange and debit card transaction fees
|
13,877
|
|
|
23,232
|
|
|
21,369
|
|
|||
Other charges, commissions and fees
|
37,231
|
|
|
39,931
|
|
|
39,623
|
|
|||
Net gain (loss) on securities transactions
|
(156
|
)
|
|
(4,941
|
)
|
|
14,975
|
|
|||
Other
|
46,790
|
|
|
37,222
|
|
|
41,144
|
|
|||
Total
|
$
|
351,286
|
|
|
$
|
336,470
|
|
|
$
|
349,708
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Income from debit card transactions
|
$
|
21,844
|
|
|
$
|
19,440
|
|
|
$
|
17,899
|
|
ATM service fees
|
3,925
|
|
|
3,792
|
|
|
3,470
|
|
|||
Gross interchange and debit card transaction fees
|
25,769
|
|
|
23,232
|
|
|
21,369
|
|
|||
Network costs
|
11,892
|
|
|
11,943
|
|
|
12,896
|
|
|||
Net interchange and debit card transaction fees
|
$
|
13,877
|
|
|
$
|
11,289
|
|
|
$
|
8,473
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Salaries and wages
|
$
|
350,312
|
|
|
$
|
337,068
|
|
|
$
|
318,665
|
|
Employee benefits
|
77,323
|
|
|
74,575
|
|
|
72,615
|
|
|||
Net occupancy
|
76,788
|
|
|
75,971
|
|
|
71,627
|
|
|||
Technology, furniture and equipment
|
83,102
|
|
|
74,335
|
|
|
71,208
|
|
|||
Deposit insurance
|
16,397
|
|
|
20,128
|
|
|
17,428
|
|
|||
Intangible amortization
|
1,424
|
|
|
1,703
|
|
|
2,429
|
|
|||
Other
|
173,538
|
|
|
175,289
|
|
|
178,988
|
|
|||
Total
|
$
|
778,884
|
|
|
$
|
759,069
|
|
|
$
|
732,960
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Banking
|
$
|
445,531
|
|
|
$
|
347,034
|
|
|
$
|
289,665
|
|
Frost Wealth Advisors
|
22,090
|
|
|
24,395
|
|
|
19,093
|
|
|||
Non-Banks
|
(12,703
|
)
|
|
(7,280
|
)
|
|
(4,497
|
)
|
|||
Consolidated net income
|
$
|
454,918
|
|
|
$
|
364,149
|
|
|
$
|
304,261
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Sources of Funds:
|
|
|
|
|
|
|||
Deposits:
|
|
|
|
|
|
|||
Non-interest-bearing
|
34.7
|
%
|
|
35.5
|
%
|
|
34.8
|
%
|
Interest-bearing
|
50.1
|
|
|
49.6
|
|
|
50.2
|
|
Federal funds purchased and repurchase agreements
|
3.4
|
|
|
3.2
|
|
|
2.7
|
|
Long-term debt and other borrowings
|
0.8
|
|
|
0.8
|
|
|
0.8
|
|
Other non-interest-bearing liabilities
|
0.5
|
|
|
0.5
|
|
|
0.9
|
|
Equity capital
|
10.5
|
|
|
10.4
|
|
|
10.6
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Uses of Funds:
|
|
|
|
|
|
|||
Loans
|
43.9
|
%
|
|
40.9
|
%
|
|
40.1
|
%
|
Securities
|
38.9
|
|
|
40.2
|
|
|
41.8
|
|
Federal funds sold, resell agreements and interest-bearing deposits
|
10.3
|
|
|
12.0
|
|
|
10.8
|
|
Other non-interest-earning assets
|
6.9
|
|
|
6.9
|
|
|
7.3
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
2018
|
|
Percentage
of Total
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||
Commercial and industrial
|
$
|
5,111,957
|
|
|
36.3
|
%
|
|
$
|
4,792,388
|
|
|
$
|
4,344,000
|
|
|
$
|
4,120,522
|
|
|
$
|
4,055,225
|
|
Energy:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Production
|
1,309,314
|
|
|
9.3
|
|
|
1,182,326
|
|
|
971,767
|
|
|
1,249,678
|
|
|
1,160,404
|
|
|||||
Service
|
168,775
|
|
|
1.2
|
|
|
171,795
|
|
|
221,213
|
|
|
272,934
|
|
|
319,618
|
|
|||||
Other
|
124,509
|
|
|
0.9
|
|
|
144,972
|
|
|
193,081
|
|
|
235,583
|
|
|
293,923
|
|
|||||
Total energy
|
1,602,598
|
|
|
11.4
|
|
|
1,499,093
|
|
|
1,386,061
|
|
|
1,758,195
|
|
|
1,773,945
|
|
|||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Commercial mortgages
|
4,121,966
|
|
|
29.2
|
|
|
3,887,742
|
|
|
3,481,157
|
|
|
3,285,041
|
|
|
2,999,082
|
|
|||||
Construction
|
1,267,717
|
|
|
9.0
|
|
|
1,066,696
|
|
|
1,043,261
|
|
|
720,695
|
|
|
624,888
|
|
|||||
Land
|
306,755
|
|
|
2.2
|
|
|
331,986
|
|
|
311,030
|
|
|
286,991
|
|
|
291,907
|
|
|||||
Total commercial real estate
|
5,696,438
|
|
|
40.4
|
|
|
5,286,424
|
|
|
4,835,448
|
|
|
4,292,727
|
|
|
3,915,877
|
|
|||||
Consumer real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Home equity loans
|
353,924
|
|
|
2.5
|
|
|
355,342
|
|
|
345,130
|
|
|
340,528
|
|
|
342,725
|
|
|||||
Home equity lines of credit
|
337,168
|
|
|
2.4
|
|
|
291,950
|
|
|
264,862
|
|
|
233,525
|
|
|
220,128
|
|
|||||
Other
|
427,898
|
|
|
3.0
|
|
|
376,002
|
|
|
326,793
|
|
|
306,696
|
|
|
286,198
|
|
|||||
Total consumer real estate
|
1,118,990
|
|
|
7.9
|
|
|
1,023,294
|
|
|
936,785
|
|
|
880,749
|
|
|
849,051
|
|
|||||
Total real estate
|
6,815,428
|
|
|
48.3
|
|
|
6,309,718
|
|
|
5,772,233
|
|
|
5,173,476
|
|
|
4,764,928
|
|
|||||
Consumer and other
|
569,750
|
|
|
4.0
|
|
|
544,466
|
|
|
473,098
|
|
|
434,338
|
|
|
393,437
|
|
|||||
Total loans
|
$
|
14,099,733
|
|
|
100.0
|
%
|
|
$
|
13,145,665
|
|
|
$
|
11,975,392
|
|
|
$
|
11,486,531
|
|
|
$
|
10,987,535
|
|
|
2018
|
|
2017
|
||
Industry concentrations:
|
|
|
|
||
Energy
|
11.4
|
%
|
|
11.4
|
%
|
Public finance
|
5.4
|
|
|
6.1
|
|
Medical services
|
4.0
|
|
|
3.6
|
|
General and specific trade contractors
|
3.4
|
|
|
3.6
|
|
Building materials and contractors
|
3.2
|
|
|
3.2
|
|
Manufacturing, other
|
2.9
|
|
|
3.1
|
|
Automobile dealers
|
2.9
|
|
|
3.0
|
|
Religion
|
2.5
|
|
|
2.6
|
|
Financial services, consumer credit
|
2.3
|
|
|
2.2
|
|
Services
|
2.1
|
|
|
2.5
|
|
Investor
|
2.1
|
|
|
1.7
|
|
All other
|
57.8
|
|
|
57.0
|
|
Total loans
|
100.0
|
%
|
|
100.0
|
%
|
|
2018
|
|
2017
|
||||||||||||||||
Number of
Relationships
|
|
Period-End Balances
|
|
Number of
Relationships
|
|
Period-End Balances
|
|||||||||||||
Committed
|
|
Outstanding
|
|
Committed
|
|
Outstanding
|
|||||||||||||
Committed amount:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
$20.0 million and greater
|
247
|
|
$
|
10,815,882
|
|
|
$
|
6,236,133
|
|
|
224
|
|
$
|
9,765,770
|
|
|
$
|
5,446,315
|
|
$10.0 million to $19.9 million
|
165
|
|
2,296,908
|
|
|
1,395,082
|
|
|
162
|
|
2,250,279
|
|
|
1,319,667
|
|
||||
Average amount:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
$20.0 million and greater
|
|
|
43,789
|
|
|
25,248
|
|
|
|
|
43,597
|
|
|
24,314
|
|
||||
$10.0 million to $19.9 million
|
|
|
13,921
|
|
|
8,455
|
|
|
|
|
13,891
|
|
|
8,146
|
|
|
2018
|
|
2017
|
||||||||||||||||
Number of
Relationships
|
|
Period-End Balances
|
|
Number of
Relationships
|
|
Period-End Balances
|
|||||||||||||
Committed
|
|
Outstanding
|
|
Committed
|
|
Outstanding
|
|||||||||||||
Committed amount:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
$20.0 million and greater
|
38
|
|
$
|
1,431,117
|
|
|
$
|
605,402
|
|
|
41
|
|
$
|
1,502,958
|
|
|
$
|
585,509
|
|
$10.0 million to $19.9 million
|
18
|
|
268,974
|
|
|
149,233
|
|
|
27
|
|
389,243
|
|
|
222,661
|
|
||||
Average amount:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
$20.0 million and greater
|
|
|
37,661
|
|
|
15,932
|
|
|
|
|
36,658
|
|
|
14,281
|
|
||||
$10.0 million to $19.9 million
|
|
|
14,943
|
|
|
8,291
|
|
|
|
|
14,416
|
|
|
8,247
|
|
|
2018
|
|
2017
|
||||
Consumer real estate:
|
|
|
|
||||
Home equity loans
|
$
|
353,924
|
|
|
$
|
355,342
|
|
Home equity lines of credit
|
337,168
|
|
|
291,950
|
|
||
Other
|
427,898
|
|
|
376,002
|
|
||
Total consumer real estate
|
1,118,990
|
|
|
1,023,294
|
|
||
Consumer and other
|
569,750
|
|
|
544,466
|
|
||
Total consumer loans
|
$
|
1,688,740
|
|
|
$
|
1,567,760
|
|
|
Due in
One Year
or Less
|
|
After One,
but Within
Five Years
|
|
After
Five Years
|
|
Total
|
||||||||
Commercial and industrial
|
$
|
2,080,043
|
|
|
$
|
2,255,716
|
|
|
$
|
776,198
|
|
|
$
|
5,111,957
|
|
Energy
|
1,047,276
|
|
|
518,541
|
|
|
36,781
|
|
|
1,602,598
|
|
||||
Commercial real estate:
|
|
|
|
|
|
|
|
||||||||
Buildings, land and other
|
534,690
|
|
|
1,946,963
|
|
|
1,947,068
|
|
|
4,428,721
|
|
||||
Construction
|
295,902
|
|
|
771,907
|
|
|
199,908
|
|
|
1,267,717
|
|
||||
Total
|
$
|
3,957,911
|
|
|
$
|
5,493,127
|
|
|
$
|
2,959,955
|
|
|
$
|
12,410,993
|
|
|
|
|
|
|
|
|
|
||||||||
Loans with fixed interest rates
|
$
|
346,849
|
|
|
$
|
1,809,617
|
|
|
$
|
1,470,528
|
|
|
$
|
3,626,994
|
|
Loans with floating interest rates
|
3,611,062
|
|
|
3,683,510
|
|
|
1,489,427
|
|
|
8,783,999
|
|
||||
Total
|
$
|
3,957,911
|
|
|
$
|
5,493,127
|
|
|
$
|
2,959,955
|
|
|
$
|
12,410,993
|
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Non-accrual loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
9,239
|
|
|
$
|
46,186
|
|
|
$
|
31,475
|
|
|
$
|
25,111
|
|
|
$
|
34,108
|
|
Energy
|
46,932
|
|
|
94,302
|
|
|
57,571
|
|
|
21,180
|
|
|
636
|
|
|||||
Commercial real estate
|
15,268
|
|
|
7,589
|
|
|
8,550
|
|
|
35,088
|
|
|
22,431
|
|
|||||
Consumer real estate
|
892
|
|
|
2,109
|
|
|
2,130
|
|
|
1,862
|
|
|
2,212
|
|
|||||
Consumer and other
|
1,408
|
|
|
128
|
|
|
425
|
|
|
226
|
|
|
538
|
|
|||||
Total non-accrual loans
|
73,739
|
|
|
150,314
|
|
|
100,151
|
|
|
83,467
|
|
|
59,925
|
|
|||||
Restructured loans
|
—
|
|
|
4,862
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Foreclosed assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate
|
1,175
|
|
|
2,116
|
|
|
2,440
|
|
|
2,255
|
|
|
5,251
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total foreclosed assets
|
1,175
|
|
|
2,116
|
|
|
2,440
|
|
|
2,255
|
|
|
5,251
|
|
|||||
Total non-performing assets
|
$
|
74,914
|
|
|
$
|
157,292
|
|
|
$
|
102,591
|
|
|
$
|
85,722
|
|
|
$
|
65,176
|
|
Ratio of non-performing assets to:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total loans and foreclosed assets
|
0.53
|
%
|
|
1.20
|
%
|
|
0.86
|
%
|
|
0.75
|
%
|
|
0.59
|
%
|
|||||
Total assets
|
0.23
|
|
|
0.50
|
|
|
0.34
|
|
|
0.30
|
|
|
0.23
|
|
|||||
Accruing past due loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
30 to 89 days past due
|
$
|
59,595
|
|
|
$
|
93,428
|
|
|
$
|
55,456
|
|
|
$
|
59,480
|
|
|
$
|
42,881
|
|
90 or more days past due
|
20,468
|
|
|
14,432
|
|
|
24,864
|
|
|
8,108
|
|
|
20,941
|
|
|||||
Total accruing past due loans
|
$
|
80,063
|
|
|
$
|
107,860
|
|
|
$
|
80,320
|
|
|
$
|
67,588
|
|
|
$
|
63,822
|
|
Ratio of accruing past due loans to total loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
30 to 89 days past due
|
0.42
|
%
|
|
0.71
|
%
|
|
0.46
|
%
|
|
0.52
|
%
|
|
0.39
|
%
|
|||||
90 or more days past due
|
0.15
|
|
|
0.11
|
|
|
0.21
|
|
|
0.07
|
|
|
0.19
|
|
|||||
Total accruing past due loans
|
0.57
|
%
|
|
0.82
|
%
|
|
0.67
|
%
|
|
0.59
|
%
|
|
0.58
|
%
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||||||
|
Allowance
for
Loan
Losses
|
|
Percentage
of Loans
in each
Category
to Total
Loans
|
|
Allowance
for
Loan
Losses
|
|
Percentage
of Loans
in each
Category
to Total
Loans
|
|
Allowance
for
Loan
Losses
|
|
Percentage
of Loans
in each
Category
to Total
Loans
|
|
Allowance
for
Loan
Losses
|
|
Percentage
of Loans
in each
Category
to Total
Loans
|
|
Allowance
for
Loan
Losses
|
|
Percentage
of Loans
in each
Category
to Total
Loans
|
|||||||||||||||
Commercial and industrial
|
$
|
48,580
|
|
|
36.3
|
%
|
|
$
|
59,614
|
|
|
36.4
|
%
|
|
$
|
52,915
|
|
|
36.3
|
%
|
|
$
|
42,993
|
|
|
35.9
|
%
|
|
$
|
44,273
|
|
|
36.9
|
%
|
Energy
|
29,052
|
|
|
11.4
|
|
|
51,528
|
|
|
11.4
|
|
|
60,653
|
|
|
11.6
|
|
|
54,696
|
|
|
15.3
|
|
|
14,919
|
|
|
16.1
|
|
|||||
Commercial real estate
|
38,777
|
|
|
40.4
|
|
|
30,948
|
|
|
40.2
|
|
|
30,213
|
|
|
40.4
|
|
|
24,313
|
|
|
37.4
|
|
|
27,163
|
|
|
35.7
|
|
|||||
Consumer real estate
|
6,103
|
|
|
7.9
|
|
|
5,657
|
|
|
7.8
|
|
|
4,238
|
|
|
7.8
|
|
|
4,659
|
|
|
7.6
|
|
|
5,178
|
|
|
7.7
|
|
|||||
Consumer and other
|
9,620
|
|
|
4.0
|
|
|
7,617
|
|
|
4.2
|
|
|
5,026
|
|
|
3.9
|
|
|
9,198
|
|
|
3.8
|
|
|
8,009
|
|
|
3.6
|
|
|||||
Total
|
$
|
132,132
|
|
|
100.0
|
%
|
|
$
|
155,364
|
|
|
100.0
|
%
|
|
$
|
153,045
|
|
|
100.0
|
%
|
|
$
|
135,859
|
|
|
100.0
|
%
|
|
$
|
99,542
|
|
|
100.0
|
%
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Balance of allowance for loan losses at beginning of year
|
$
|
155,364
|
|
|
$
|
153,045
|
|
|
$
|
135,859
|
|
|
$
|
99,542
|
|
|
$
|
92,438
|
|
Provision for loan losses
|
21,613
|
|
|
35,460
|
|
|
51,673
|
|
|
51,845
|
|
|
16,314
|
|
|||||
Charge-offs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
(26,076
|
)
|
|
(20,619
|
)
|
|
(15,910
|
)
|
|
(11,092
|
)
|
|
(12,073
|
)
|
|||||
Energy
|
(13,940
|
)
|
|
(10,595
|
)
|
|
(18,644
|
)
|
|
(6,000
|
)
|
|
(1,747
|
)
|
|||||
Commercial real estate
|
(619
|
)
|
|
(86
|
)
|
|
(82
|
)
|
|
(657
|
)
|
|
(3,800
|
)
|
|||||
Consumer real estate
|
(2,143
|
)
|
|
(925
|
)
|
|
(814
|
)
|
|
(577
|
)
|
|
(1,097
|
)
|
|||||
Consumer and other
|
(17,197
|
)
|
|
(15,579
|
)
|
|
(12,878
|
)
|
|
(11,246
|
)
|
|
(9,768
|
)
|
|||||
Total charge-offs
|
(59,975
|
)
|
|
(47,804
|
)
|
|
(48,328
|
)
|
|
(29,572
|
)
|
|
(28,485
|
)
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
3,688
|
|
|
3,166
|
|
|
3,651
|
|
|
4,557
|
|
|
9,162
|
|
|||||
Energy
|
819
|
|
|
586
|
|
|
56
|
|
|
3
|
|
|
510
|
|
|||||
Commercial real estate
|
369
|
|
|
832
|
|
|
918
|
|
|
989
|
|
|
1,800
|
|
|||||
Consumer real estate
|
605
|
|
|
419
|
|
|
557
|
|
|
486
|
|
|
364
|
|
|||||
Consumer and other
|
9,649
|
|
|
9,660
|
|
|
8,659
|
|
|
8,009
|
|
|
7,439
|
|
|||||
Total recoveries
|
15,130
|
|
|
14,663
|
|
|
13,841
|
|
|
14,044
|
|
|
19,275
|
|
|||||
Net charge-offs
|
(44,845
|
)
|
|
(33,141
|
)
|
|
(34,487
|
)
|
|
(15,528
|
)
|
|
(9,210
|
)
|
|||||
Balance at end of year
|
$
|
132,132
|
|
|
$
|
155,364
|
|
|
$
|
153,045
|
|
|
$
|
135,859
|
|
|
$
|
99,542
|
|
Net loan charge-offs to average loans
|
0.33
|
%
|
|
0.27
|
%
|
|
0.30
|
%
|
|
0.14
|
%
|
|
0.09
|
%
|
|||||
Allowance for loan losses to year-end loans
|
0.94
|
|
|
1.18
|
|
|
1.28
|
|
|
1.18
|
|
|
0.91
|
|
|||||
Allowance for loan losses to year-end non-accrual loans
|
179.19
|
|
|
103.36
|
|
|
152.81
|
|
|
162.77
|
|
|
166.11
|
|
|||||
Average loans
|
$
|
13,617,940
|
|
|
$
|
12,460,148
|
|
|
$
|
11,554,823
|
|
|
$
|
11,267,402
|
|
|
$
|
10,299,025
|
|
Year-end loans
|
14,099,733
|
|
|
13,145,665
|
|
|
11,975,392
|
|
|
11,486,531
|
|
|
10,987,535
|
|
|||||
Year-end non-accrual loans
|
73,739
|
|
|
150,314
|
|
|
100,151
|
|
|
83,467
|
|
|
59,925
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
Amount
|
|
Percentage
of Total
|
|
Amount
|
|
Percentage
of Total
|
|
Amount
|
|
Percentage
of Total
|
|||||||||
Held to maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. Treasury
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
249,889
|
|
|
2.0
|
%
|
Residential mortgage-backed securities
|
2,737
|
|
|
—
|
|
|
3,610
|
|
|
—
|
|
|
4,511
|
|
|
0.1
|
|
|||
States and political subdivisions
|
1,101,820
|
|
|
8.8
|
|
|
1,428,488
|
|
|
12.0
|
|
|
1,994,710
|
|
|
16.0
|
|
|||
Other
|
1,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,350
|
|
|
—
|
|
|||
Total
|
1,106,057
|
|
|
8.8
|
|
|
1,432,098
|
|
|
12.0
|
|
|
2,250,460
|
|
|
18.1
|
|
|||
Available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. Treasury
|
3,427,689
|
|
|
27.4
|
|
|
3,445,153
|
|
|
28.8
|
|
|
4,019,731
|
|
|
32.2
|
|
|||
Residential mortgage-backed securities
|
829,740
|
|
|
6.6
|
|
|
665,086
|
|
|
5.6
|
|
|
785,167
|
|
|
6.3
|
|
|||
States and political subdivisions
|
7,087,202
|
|
|
56.6
|
|
|
6,336,209
|
|
|
53.1
|
|
|
5,355,885
|
|
|
43.0
|
|
|||
Other
|
42,690
|
|
|
0.4
|
|
|
42,561
|
|
|
0.3
|
|
|
42,494
|
|
|
0.3
|
|
|||
Total
|
11,387,321
|
|
|
91.0
|
|
|
10,489,009
|
|
|
87.8
|
|
|
10,203,277
|
|
|
81.8
|
|
|||
Trading:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. Treasury
|
21,928
|
|
|
0.2
|
|
|
19,210
|
|
|
0.2
|
|
|
16,594
|
|
|
0.1
|
|
|||
States and political subdivisions
|
2,158
|
|
|
—
|
|
|
1,888
|
|
|
—
|
|
|
109
|
|
|
—
|
|
|||
Total
|
24,086
|
|
|
0.2
|
|
|
21,098
|
|
|
0.2
|
|
|
16,703
|
|
|
0.1
|
|
|||
Total securities
|
$
|
12,517,464
|
|
|
100.0
|
%
|
|
$
|
11,942,205
|
|
|
100.0
|
%
|
|
$
|
12,470,440
|
|
|
100.0
|
%
|
|
Within 1 Year
|
|
1-5 Years
|
|
5-10 Years
|
|
After 10 Years
|
|
Total
|
|||||||||||||||||||||||||
|
Amount
|
Weighted
Average
Yield
|
|
Amount
|
Weighted
Average
Yield
|
|
Amount
|
Weighted
Average
Yield
|
|
Amount
|
Weighted
Average
Yield
|
|
Amount
|
Weighted
Average
Yield
|
||||||||||||||||||||
Held to maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Residential mortgage- backed securities
|
$
|
—
|
|
|
—
|
%
|
|
$
|
618
|
|
|
3.58
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
2,119
|
|
|
1.16
|
%
|
|
$
|
2,737
|
|
|
1.71
|
%
|
States and political subdivisions
|
72,476
|
|
|
4.97
|
|
|
121,296
|
|
|
3.56
|
|
|
483,934
|
|
|
3.16
|
|
|
424,114
|
|
|
3.54
|
|
|
1,101,820
|
|
|
3.47
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
1,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,500
|
|
|
—
|
|
|||||
Total
|
$
|
72,476
|
|
|
4.97
|
|
|
$
|
123,414
|
|
|
3.52
|
|
|
$
|
483,934
|
|
|
3.16
|
|
|
$
|
426,233
|
|
|
3.53
|
|
|
$
|
1,106,057
|
|
|
3.46
|
|
Available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
U.S. Treasury
|
$
|
2,007,396
|
|
|
1.55
|
%
|
|
$
|
1,132,243
|
|
|
1.94
|
%
|
|
$
|
288,050
|
|
|
2.66
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
3,427,689
|
|
|
1.77
|
%
|
Residential mortgage- backed securities
|
546
|
|
|
4.64
|
|
|
84,842
|
|
|
1.70
|
|
|
63,079
|
|
|
3.67
|
|
|
681,273
|
|
|
3.69
|
|
|
829,740
|
|
|
3.49
|
|
|||||
States and political subdivisions
|
208,471
|
|
|
2.66
|
|
|
720,813
|
|
|
2.70
|
|
|
204,385
|
|
|
3.59
|
|
|
5,953,533
|
|
|
3.86
|
|
|
7,087,202
|
|
|
3.70
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,690
|
|
|
—
|
|
|||||
Total
|
$
|
2,216,413
|
|
|
1.66
|
|
|
$
|
1,937,898
|
|
|
2.21
|
|
|
$
|
555,514
|
|
|
3.12
|
|
|
$
|
6,634,806
|
|
|
3.84
|
|
|
$
|
11,387,321
|
|
|
3.09
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
Average
Balance
|
|
Average
Rate Paid
|
|
Average
Balance
|
|
Average
Rate Paid
|
|
Average
Balance
|
|
Average
Rate Paid
|
|||||||||
Non-interest-bearing demand deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Commercial and individual
|
$
|
10,164,396
|
|
|
|
|
$
|
10,155,502
|
|
|
|
|
$
|
9,215,962
|
|
|
|
|||
Correspondent banks
|
205,727
|
|
|
|
|
245,759
|
|
|
|
|
310,445
|
|
|
|
||||||
Public funds
|
386,685
|
|
|
|
|
418,165
|
|
|
|
|
507,912
|
|
|
|
||||||
Total
|
10,756,808
|
|
|
|
|
10,819,426
|
|
|
|
|
10,034,319
|
|
|
|
||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Private accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Savings and interest checking
|
6,667,695
|
|
|
0.08
|
%
|
|
6,376,855
|
|
|
0.02
|
%
|
|
5,745,385
|
|
|
0.02
|
%
|
|||
Money market accounts
|
7,645,624
|
|
|
0.77
|
|
|
7,502,494
|
|
|
0.17
|
|
|
7,466,252
|
|
|
0.06
|
|
|||
Time accounts of $100,000 or more
|
474,472
|
|
|
0.87
|
|
|
446,695
|
|
|
0.26
|
|
|
461,138
|
|
|
0.20
|
|
|||
Time accounts under $100,000
|
325,624
|
|
|
0.71
|
|
|
329,245
|
|
|
0.18
|
|
|
349,964
|
|
|
0.12
|
|
|||
Public funds
|
418,843
|
|
|
1.04
|
|
|
430,203
|
|
|
0.33
|
|
|
454,786
|
|
|
0.04
|
|
|||
Total
|
15,532,258
|
|
|
0.49
|
|
|
15,085,492
|
|
|
0.11
|
|
|
14,477,525
|
|
|
0.05
|
|
|||
Total deposits
|
$
|
26,289,066
|
|
|
0.29
|
|
|
$
|
25,904,918
|
|
|
0.07
|
|
|
$
|
24,511,844
|
|
|
0.03
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Commercial and individual
|
94.5
|
%
|
|
93.8
|
%
|
|
91.8
|
%
|
Correspondent banks
|
1.9
|
|
|
2.3
|
|
|
3.1
|
|
Public funds
|
3.6
|
|
|
3.9
|
|
|
5.1
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
2018
|
|
2017
|
|
2016
|
|||
Private accounts:
|
|
|
|
|
|
|||
Savings and interest checking
|
42.9
|
%
|
|
42.3
|
%
|
|
39.7
|
%
|
Money market accounts
|
49.2
|
|
|
49.7
|
|
|
51.6
|
|
Time accounts of $100,000 or more
|
3.1
|
|
|
2.9
|
|
|
3.2
|
|
Time accounts under $100,000
|
2.1
|
|
|
2.2
|
|
|
2.4
|
|
Public funds
|
2.7
|
|
|
2.9
|
|
|
3.1
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
Percent
|
|
|
|
Percent
|
|
|
|
Percent
|
|||||||||
|
2018
|
|
of Total
|
|
2017
|
|
of Total
|
|
2016
|
|
of Total
|
|||||||||
San Antonio
|
$
|
7,846,388
|
|
|
29.9
|
%
|
|
$
|
7,890,139
|
|
|
30.5
|
%
|
|
$
|
7,354,061
|
|
|
30.0
|
%
|
Fort Worth
|
4,813,424
|
|
|
18.3
|
|
|
4,784,241
|
|
|
18.5
|
|
|
4,466,086
|
|
|
18.2
|
|
|||
Houston
|
4,578,782
|
|
|
17.4
|
|
|
4,544,448
|
|
|
17.5
|
|
|
4,196,530
|
|
|
17.1
|
|
|||
Austin
|
3,175,030
|
|
|
12.1
|
|
|
3,089,645
|
|
|
11.9
|
|
|
2,928,448
|
|
|
11.9
|
|
|||
Dallas
|
2,157,648
|
|
|
8.2
|
|
|
2,048,712
|
|
|
7.9
|
|
|
1,958,646
|
|
|
8.0
|
|
|||
Corpus Christi
|
1,483,365
|
|
|
5.6
|
|
|
1,458,044
|
|
|
5.6
|
|
|
1,493,792
|
|
|
6.1
|
|
|||
Permian Basin
|
1,232,892
|
|
|
4.7
|
|
|
1,218,402
|
|
|
4.7
|
|
|
1,042,955
|
|
|
4.3
|
|
|||
Rio Grande Valley
|
744,952
|
|
|
2.8
|
|
|
775,646
|
|
|
3.0
|
|
|
787,431
|
|
|
3.2
|
|
|||
Statewide
|
256,585
|
|
|
1.0
|
|
|
95,641
|
|
|
0.4
|
|
|
283,895
|
|
|
1.2
|
|
|||
Total
|
$
|
26,289,066
|
|
|
100.0
|
%
|
|
$
|
25,904,918
|
|
|
100.0
|
%
|
|
$
|
24,511,844
|
|
|
100.0
|
%
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
Average
Balance
|
|
Average
Rate
|
|
Average
Balance
|
|
Average
Rate
|
|
Average
Balance
|
|
Average
Rate
|
|||||||||
Federal funds sold and resell agreements
|
$
|
265,085
|
|
|
2.07
|
%
|
|
$
|
73,140
|
|
|
1.28
|
%
|
|
$
|
42,361
|
|
|
0.64
|
%
|
Federal funds purchased and repurchase agreements
|
(1,054,915
|
)
|
|
0.76
|
|
|
(978,571
|
)
|
|
0.16
|
|
|
(770,942
|
)
|
|
0.03
|
|
|||
Net funds position
|
$
|
(789,830
|
)
|
|
|
|
$
|
(905,431
|
)
|
|
|
|
$
|
(728,581
|
)
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
|
Total
|
||||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Subordinated notes payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
100,000
|
|
|
$
|
100,000
|
|
Junior subordinated deferrable interest debentures
|
—
|
|
|
—
|
|
|
—
|
|
|
137,115
|
|
|
137,115
|
|
|||||
Operating leases
|
$
|
33,137
|
|
|
$
|
68,179
|
|
|
$
|
60,089
|
|
|
$
|
320,580
|
|
|
$
|
481,985
|
|
Deposits with stated maturity dates
|
649,407
|
|
|
213,313
|
|
|
—
|
|
|
—
|
|
|
862,720
|
|
|||||
|
682,544
|
|
|
281,492
|
|
|
60,089
|
|
|
557,695
|
|
|
1,581,820
|
|
|||||
Other commitments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commitments to extend credit
|
$
|
3,183,552
|
|
|
$
|
3,427,560
|
|
|
$
|
975,828
|
|
|
$
|
782,781
|
|
|
$
|
8,369,721
|
|
Standby letters of credit
|
257,368
|
|
|
12,730
|
|
|
1,277
|
|
|
200
|
|
|
271,575
|
|
|||||
|
3,440,920
|
|
|
3,440,290
|
|
|
977,105
|
|
|
782,981
|
|
|
8,641,296
|
|
|||||
Total contractual obligations and other commitments
|
$
|
4,123,464
|
|
|
$
|
3,721,782
|
|
|
$
|
1,037,194
|
|
|
$
|
1,340,676
|
|
|
$
|
10,223,116
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Assets:
|
|
|
|
||||
Cash and due from banks
|
$
|
678,791
|
|
|
$
|
545,542
|
|
Interest-bearing deposits
|
2,641,971
|
|
|
4,347,538
|
|
||
Federal funds sold and resell agreements
|
635,017
|
|
|
159,967
|
|
||
Total cash and cash equivalents
|
3,955,779
|
|
|
5,053,047
|
|
||
Securities held to maturity, at amortized cost
|
1,106,057
|
|
|
1,432,098
|
|
||
Securities available for sale, at estimated fair value
|
11,387,321
|
|
|
10,489,009
|
|
||
Trading account securities
|
24,086
|
|
|
21,098
|
|
||
Loans, net of unearned discounts
|
14,099,733
|
|
|
13,145,665
|
|
||
Less: Allowance for loan losses
|
(132,132
|
)
|
|
(155,364
|
)
|
||
Net loans
|
13,967,601
|
|
|
12,990,301
|
|
||
Premises and equipment, net
|
552,330
|
|
|
520,958
|
|
||
Goodwill
|
654,952
|
|
|
654,952
|
|
||
Other intangible assets, net
|
3,649
|
|
|
5,073
|
|
||
Cash surrender value of life insurance policies
|
183,473
|
|
|
180,477
|
|
||
Accrued interest receivable and other assets
|
457,718
|
|
|
400,867
|
|
||
Total assets
|
$
|
32,292,966
|
|
|
$
|
31,747,880
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Non-interest-bearing demand deposits
|
$
|
10,997,494
|
|
|
$
|
11,197,093
|
|
Interest-bearing deposits
|
16,151,710
|
|
|
15,675,296
|
|
||
Total deposits
|
27,149,204
|
|
|
26,872,389
|
|
||
Federal funds purchased and repurchase agreements
|
1,367,548
|
|
|
1,147,824
|
|
||
Junior subordinated deferrable interest debentures, net of unamortized issuance costs
|
136,242
|
|
|
136,184
|
|
||
Subordinated notes, net of unamortized issuance costs
|
98,708
|
|
|
98,552
|
|
||
Accrued interest payable and other liabilities
|
172,347
|
|
|
195,068
|
|
||
Total liabilities
|
28,924,049
|
|
|
28,450,017
|
|
||
|
|
|
|
||||
Shareholders’ Equity:
|
|
|
|
||||
Preferred stock, par value $0.01 per share; 10,000,000 shares authorized; 6,000,000 Series A shares ($25 liquidation preference) issued in both 2018 and 2017
|
144,486
|
|
|
144,486
|
|
||
Common stock, par value $0.01 per share; 210,000,000 shares authorized;64,236,306 shares issued at both December 31, 2018 and 2017
|
642
|
|
|
642
|
|
||
Additional paid-in capital
|
967,304
|
|
|
953,361
|
|
||
Retained earnings
|
2,440,002
|
|
|
2,187,069
|
|
||
Accumulated other comprehensive income, net of tax
|
(63,600
|
)
|
|
79,512
|
|
||
Treasury stock, at cost; 1,250,464 shares in 2018 and 760,720 in 2017.
|
(119,917
|
)
|
|
(67,207
|
)
|
||
Total shareholders’ equity
|
3,368,917
|
|
|
3,297,863
|
|
||
Total liabilities and shareholders’ equity
|
$
|
32,292,966
|
|
|
$
|
31,747,880
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Interest income:
|
|
|
|
|
|
||||||
Loans, including fees
|
$
|
669,002
|
|
|
$
|
534,804
|
|
|
$
|
458,094
|
|
Securities:
|
|
|
|
|
|
||||||
Taxable
|
86,370
|
|
|
92,979
|
|
|
103,025
|
|
|||
Tax-exempt
|
233,358
|
|
|
222,620
|
|
|
210,918
|
|
|||
Interest-bearing deposits
|
56,968
|
|
|
41,608
|
|
|
16,103
|
|
|||
Federal funds sold and resell agreements
|
5,500
|
|
|
936
|
|
|
272
|
|
|||
Total interest income
|
1,051,198
|
|
|
892,947
|
|
|
788,412
|
|
|||
Interest expense:
|
|
|
|
|
|
||||||
Deposits
|
75,337
|
|
|
17,188
|
|
|
7,248
|
|
|||
Federal funds purchased and repurchase agreements
|
8,021
|
|
|
1,522
|
|
|
204
|
|
|||
Junior subordinated deferrable interest debentures
|
5,291
|
|
|
3,955
|
|
|
3,281
|
|
|||
Other long-term borrowings
|
4,657
|
|
|
3,860
|
|
|
1,343
|
|
|||
Total interest expense
|
93,306
|
|
|
26,525
|
|
|
12,076
|
|
|||
Net interest income
|
957,892
|
|
|
866,422
|
|
|
776,336
|
|
|||
Provision for loan losses
|
21,613
|
|
|
35,460
|
|
|
51,673
|
|
|||
Net interest income after provision for loan losses
|
936,279
|
|
|
830,962
|
|
|
724,663
|
|
|||
Non-interest income:
|
|
|
|
|
|
||||||
Trust and investment management fees
|
119,391
|
|
|
110,675
|
|
|
104,240
|
|
|||
Service charges on deposit accounts
|
85,186
|
|
|
84,182
|
|
|
81,203
|
|
|||
Insurance commissions and fees
|
48,967
|
|
|
46,169
|
|
|
47,154
|
|
|||
Interchange and debit card transaction fees
|
13,877
|
|
|
23,232
|
|
|
21,369
|
|
|||
Other charges, commissions and fees
|
37,231
|
|
|
39,931
|
|
|
39,623
|
|
|||
Net gain (loss) on securities transactions
|
(156
|
)
|
|
(4,941
|
)
|
|
14,975
|
|
|||
Other
|
46,790
|
|
|
37,222
|
|
|
41,144
|
|
|||
Total non-interest income
|
351,286
|
|
|
336,470
|
|
|
349,708
|
|
|||
Non-interest expense:
|
|
|
|
|
|
||||||
Salaries and wages
|
350,312
|
|
|
337,068
|
|
|
318,665
|
|
|||
Employee benefits
|
77,323
|
|
|
74,575
|
|
|
72,615
|
|
|||
Net occupancy
|
76,788
|
|
|
75,971
|
|
|
71,627
|
|
|||
Technology, furniture and equipment
|
83,102
|
|
|
74,335
|
|
|
71,208
|
|
|||
Deposit insurance
|
16,397
|
|
|
20,128
|
|
|
17,428
|
|
|||
Intangible amortization
|
1,424
|
|
|
1,703
|
|
|
2,429
|
|
|||
Other
|
173,538
|
|
|
175,289
|
|
|
178,988
|
|
|||
Total non-interest expense
|
778,884
|
|
|
759,069
|
|
|
732,960
|
|
|||
Income before income taxes
|
508,681
|
|
|
408,363
|
|
|
341,411
|
|
|||
Income taxes
|
53,763
|
|
|
44,214
|
|
|
37,150
|
|
|||
Net income
|
454,918
|
|
|
364,149
|
|
|
304,261
|
|
|||
Preferred stock dividends
|
8,063
|
|
|
8,063
|
|
|
8,063
|
|
|||
Net income available to common shareholders
|
$
|
446,855
|
|
|
$
|
356,086
|
|
|
$
|
296,198
|
|
|
|
|
|
|
|
||||||
Earnings per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
6.97
|
|
|
$
|
5.56
|
|
|
$
|
4.73
|
|
Diluted
|
6.90
|
|
|
5.51
|
|
|
4.70
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
454,918
|
|
|
$
|
364,149
|
|
|
$
|
304,261
|
|
Other comprehensive income (loss), before tax:
|
|
|
|
|
|
||||||
Securities available for sale and transferred securities:
|
|
|
|
|
|
||||||
Change in net unrealized gain/loss during the period
|
(182,340
|
)
|
|
157,016
|
|
|
(175,061
|
)
|
|||
Change in net unrealized gain on securities transferred to held to maturity
|
(8,818
|
)
|
|
(16,193
|
)
|
|
(32,207
|
)
|
|||
Reclassification adjustment for net (gains) losses included in net income
|
156
|
|
|
4,941
|
|
|
(14,975
|
)
|
|||
Total securities available for sale and transferred securities
|
(191,002
|
)
|
|
145,764
|
|
|
(222,243
|
)
|
|||
Defined-benefit post-retirement benefit plans:
|
|
|
|
|
|
||||||
Change in the net actuarial gain/loss
|
(7,225
|
)
|
|
(597
|
)
|
|
1,914
|
|
|||
Reclassification adjustment for net amortization of actuarial gain/loss included in net income as a component of net periodic cost (benefit)
|
5,002
|
|
|
5,429
|
|
|
7,274
|
|
|||
Total defined-benefit post-retirement benefit plans
|
(2,223
|
)
|
|
4,832
|
|
|
9,188
|
|
|||
Other comprehensive income (loss), before tax
|
(193,225
|
)
|
|
150,596
|
|
|
(213,055
|
)
|
|||
Deferred tax expense (benefit)
|
(40,578
|
)
|
|
46,461
|
|
|
(74,569
|
)
|
|||
Other comprehensive income (loss), net of tax
|
(152,647
|
)
|
|
104,135
|
|
|
(138,486
|
)
|
|||
Comprehensive income
|
$
|
302,271
|
|
|
$
|
468,284
|
|
|
$
|
165,775
|
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss),
Net of Tax
|
|
Treasury
Stock
|
|
Total
|
||||||||||||||
Balance at January 1, 2016
|
$
|
144,486
|
|
|
$
|
637
|
|
|
$
|
897,350
|
|
|
$
|
1,845,188
|
|
|
$
|
113,863
|
|
|
$
|
(111,181
|
)
|
|
$
|
2,890,343
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
304,261
|
|
|
—
|
|
|
—
|
|
|
304,261
|
|
|||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138,486
|
)
|
|
—
|
|
|
(138,486
|
)
|
|||||||
Stock option exercises/stock unit conversions (1,509,121 shares)
|
—
|
|
|
—
|
|
|
(2,417
|
)
|
|
(20,915
|
)
|
|
—
|
|
|
102,198
|
|
|
78,866
|
|
|||||||
Stock-based compensation expense recognized in earnings
|
—
|
|
|
—
|
|
|
11,799
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,799
|
|
|||||||
Purchase of treasury stock (17,233 shares)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,290
|
)
|
|
(1,290
|
)
|
|||||||
Cash dividends - preferred stock (approximately $1.34 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,063
|
)
|
|
—
|
|
|
—
|
|
|
(8,063
|
)
|
|||||||
Cash dividends - common stock ($2.15 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(134,902
|
)
|
|
—
|
|
|
—
|
|
|
(134,902
|
)
|
|||||||
Balance at December 31, 2016
|
144,486
|
|
|
637
|
|
|
906,732
|
|
|
1,985,569
|
|
|
(24,623
|
)
|
|
(10,273
|
)
|
|
3,002,528
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
364,149
|
|
|
—
|
|
|
—
|
|
|
364,149
|
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104,135
|
|
|
—
|
|
|
104,135
|
|
|||||||
Stock option exercises/stock unit conversions (1,150,920 shares)
|
—
|
|
|
5
|
|
|
33,616
|
|
|
(10,414
|
)
|
|
—
|
|
|
44,539
|
|
|
67,746
|
|
|||||||
Stock-based compensation expense recognized in earnings
|
—
|
|
|
—
|
|
|
13,013
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,013
|
|
|||||||
Purchase of treasury stock (1,149,555 shares)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(101,473
|
)
|
|
(101,473
|
)
|
|||||||
Cash dividends – preferred stock (approximately $1.34 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,063
|
)
|
|
—
|
|
|
—
|
|
|
(8,063
|
)
|
|||||||
Cash dividends – common stock ($2.25 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(144,172
|
)
|
|
—
|
|
|
—
|
|
|
(144,172
|
)
|
|||||||
Balance at December 31, 2017
|
144,486
|
|
|
642
|
|
|
953,361
|
|
|
2,187,069
|
|
|
79,512
|
|
|
(67,207
|
)
|
|
3,297,863
|
|
|||||||
Cumulative effect of accounting change
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,285
|
)
|
|
—
|
|
|
—
|
|
|
(2,285
|
)
|
|||||||
Adjusted beginning balance
|
144,486
|
|
|
642
|
|
|
953,361
|
|
|
2,184,784
|
|
|
79,512
|
|
|
(67,207
|
)
|
|
3,295,578
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
454,918
|
|
|
—
|
|
|
—
|
|
|
454,918
|
|
|||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(152,647
|
)
|
|
—
|
|
|
(152,647
|
)
|
|||||||
Reclassification of certain income tax effects related to the change in the U.S. statutory federal income tax rate under the Tax Cuts and Jobs Act
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,535
|
)
|
|
9,535
|
|
|
—
|
|
|
—
|
|
|||||||
Stock option exercises/stock unit conversions (548,238 shares)
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,653
|
)
|
|
—
|
|
|
48,300
|
|
|
31,647
|
|
|||||||
Stock-based compensation expense recognized in earnings
|
—
|
|
|
—
|
|
|
13,943
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,943
|
|
|||||||
Purchase of treasury stock (1,037,982 shares)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(101,010
|
)
|
|
(101,010
|
)
|
|||||||
Cash dividends – preferred stock (approximately $1.34 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,063
|
)
|
|
—
|
|
|
—
|
|
|
(8,063
|
)
|
|||||||
Cash dividends – common stock ($2.58 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(165,449
|
)
|
|
—
|
|
|
—
|
|
|
(165,449
|
)
|
|||||||
Balance at December 31, 2018
|
$
|
144,486
|
|
|
$
|
642
|
|
|
$
|
967,304
|
|
|
$
|
2,440,002
|
|
|
$
|
(63,600
|
)
|
|
$
|
(119,917
|
)
|
|
$
|
3,368,917
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
454,918
|
|
|
$
|
364,149
|
|
|
$
|
304,261
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
|
|
||||||
Provision for loan losses
|
21,613
|
|
|
35,460
|
|
|
51,673
|
|
|||
Deferred tax expense (benefit)
|
52,923
|
|
|
(14,493
|
)
|
|
(11,598
|
)
|
|||
Accretion of loan discounts
|
(14,341
|
)
|
|
(16,062
|
)
|
|
(15,582
|
)
|
|||
Securities premium amortization (discount accretion), net
|
100,528
|
|
|
89,933
|
|
|
79,705
|
|
|||
Net (gain) loss on securities transactions
|
156
|
|
|
4,941
|
|
|
(14,975
|
)
|
|||
Depreciation and amortization
|
50,172
|
|
|
47,812
|
|
|
48,177
|
|
|||
Net (gain) loss on sale/write-down of assets/foreclosed assets
|
(5,272
|
)
|
|
(4,697
|
)
|
|
(3,618
|
)
|
|||
Stock-based compensation
|
13,943
|
|
|
13,013
|
|
|
11,799
|
|
|||
Net tax benefit from stock-based compensation
|
3,865
|
|
|
9,062
|
|
|
5,063
|
|
|||
Earnings on life insurance policies
|
(3,380
|
)
|
|
(3,190
|
)
|
|
(3,599
|
)
|
|||
Net change in:
|
|
|
|
|
|
||||||
Trading account securities
|
(2,658
|
)
|
|
(3,842
|
)
|
|
(124
|
)
|
|||
Accrued interest receivable and other assets
|
(85,898
|
)
|
|
(55,179
|
)
|
|
(7,395
|
)
|
|||
Accrued interest payable and other liabilities
|
(24,181
|
)
|
|
71,172
|
|
|
(5,945
|
)
|
|||
Net cash from operating activities
|
562,388
|
|
|
538,079
|
|
|
437,842
|
|
|||
Investing Activities:
|
|
|
|
|
|
||||||
Securities held to maturity:
|
|
|
|
|
|
||||||
Purchases
|
(1,500
|
)
|
|
—
|
|
|
—
|
|
|||
Sales
|
—
|
|
|
—
|
|
|
136,719
|
|
|||
Maturities, calls and principal repayments
|
300,632
|
|
|
783,176
|
|
|
228,641
|
|
|||
Securities available for sale:
|
|
|
|
|
|
||||||
Purchases
|
(18,191,057
|
)
|
|
(13,529,192
|
)
|
|
(16,419,833
|
)
|
|||
Sales
|
16,806,062
|
|
|
11,963,359
|
|
|
14,847,380
|
|
|||
Maturities, calls and principal repayments
|
221,906
|
|
|
1,328,143
|
|
|
335,750
|
|
|||
Proceeds from sale of loans
|
21,318
|
|
|
—
|
|
|
30,470
|
|
|||
Net change in loans
|
(1,008,789
|
)
|
|
(1,187,631
|
)
|
|
(538,989
|
)
|
|||
Net cash (paid) received in acquisitions
|
—
|
|
|
—
|
|
|
(492
|
)
|
|||
Benefits received on life insurance policies
|
384
|
|
|
597
|
|
|
906
|
|
|||
Proceeds from sales of premises and equipment
|
13,628
|
|
|
4,525
|
|
|
58,774
|
|
|||
Purchases of premises and equipment
|
(79,270
|
)
|
|
(34,089
|
)
|
|
(53,648
|
)
|
|||
Proceeds from sales of repossessed properties
|
3,366
|
|
|
517
|
|
|
341
|
|
|||
Net cash from investing activities
|
(1,913,320
|
)
|
|
(670,595
|
)
|
|
(1,373,981
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
||||||
Net change in deposits
|
276,815
|
|
|
1,060,814
|
|
|
1,467,980
|
|
|||
Net change in short-term borrowings
|
219,724
|
|
|
170,832
|
|
|
83,470
|
|
|||
Proceeds from issuance of subordinated notes
|
—
|
|
|
98,434
|
|
|
—
|
|
|||
Principal payments on subordinated notes
|
—
|
|
|
(100,000
|
)
|
|
—
|
|
|||
Proceeds from stock option exercises
|
31,647
|
|
|
67,746
|
|
|
78,866
|
|
|||
Purchase of treasury stock
|
(101,010
|
)
|
|
(101,473
|
)
|
|
(1,290
|
)
|
|||
Cash dividends paid on preferred stock
|
(8,063
|
)
|
|
(8,063
|
)
|
|
(8,063
|
)
|
|||
Cash dividends paid on common stock
|
(165,449
|
)
|
|
(144,172
|
)
|
|
(134,902
|
)
|
|||
Net cash from financing activities
|
253,664
|
|
|
1,044,118
|
|
|
1,486,061
|
|
|||
Net change in cash and cash equivalents
|
(1,097,268
|
)
|
|
911,602
|
|
|
549,922
|
|
|||
Cash and cash equivalents at beginning of year
|
5,053,047
|
|
|
4,141,445
|
|
|
3,591,523
|
|
|||
Cash and cash equivalents at end of year
|
$
|
3,955,779
|
|
|
$
|
5,053,047
|
|
|
$
|
4,141,445
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash paid for interest
|
$
|
89,270
|
|
|
$
|
24,371
|
|
|
$
|
11,886
|
|
Cash paid for income tax
|
5,112
|
|
|
56,359
|
|
|
50,427
|
|
|||
Significant non-cash transactions:
|
|
|
|
|
|
||||||
Deferred gain on sale of building and parking garage
|
—
|
|
|
—
|
|
|
7,099
|
|
|||
Unsettled purchases/sales of securities
|
330
|
|
|
37,481
|
|
|
—
|
|
|||
Loans foreclosed and transferred to other real estate owned and foreclosed assets
|
2,899
|
|
|
279
|
|
|
—
|
|
|||
Loans to facilitate the sale of other real estate owned
|
—
|
|
|
—
|
|
|
753
|
|
|
2018
|
|
2017
|
||||||||||||||||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||||||||||
Held to Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Residential mortgage-backed securities
|
$
|
2,737
|
|
|
$
|
8
|
|
|
$
|
85
|
|
|
$
|
2,660
|
|
|
$
|
3,610
|
|
|
$
|
15
|
|
|
$
|
38
|
|
|
$
|
3,587
|
|
States and political subdivisions
|
1,101,820
|
|
|
11,525
|
|
|
552
|
|
|
1,112,793
|
|
|
1,428,488
|
|
|
26,462
|
|
|
2,746
|
|
|
1,452,204
|
|
||||||||
Other
|
1,500
|
|
|
—
|
|
|
—
|
|
|
1,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total
|
$
|
1,106,057
|
|
|
$
|
11,533
|
|
|
$
|
637
|
|
|
$
|
1,116,953
|
|
|
$
|
1,432,098
|
|
|
$
|
26,477
|
|
|
$
|
2,784
|
|
|
$
|
1,455,791
|
|
Available for Sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury
|
$
|
3,455,417
|
|
|
$
|
1,772
|
|
|
$
|
29,500
|
|
|
$
|
3,427,689
|
|
|
$
|
3,453,391
|
|
|
$
|
7,494
|
|
|
$
|
15,732
|
|
|
$
|
3,445,153
|
|
Residential mortgage-backed securities
|
823,208
|
|
|
13,079
|
|
|
6,547
|
|
|
829,740
|
|
|
648,288
|
|
|
19,048
|
|
|
2,250
|
|
|
665,086
|
|
||||||||
States and political subdivisions
|
7,089,132
|
|
|
70,760
|
|
|
72,690
|
|
|
7,087,202
|
|
|
6,185,711
|
|
|
167,293
|
|
|
16,795
|
|
|
6,336,209
|
|
||||||||
Other
|
42,690
|
|
|
—
|
|
|
—
|
|
|
42,690
|
|
|
42,561
|
|
|
—
|
|
|
—
|
|
|
42,561
|
|
||||||||
Total
|
$
|
11,410,447
|
|
|
$
|
85,611
|
|
|
$
|
108,737
|
|
|
$
|
11,387,321
|
|
|
$
|
10,329,951
|
|
|
$
|
193,835
|
|
|
$
|
34,777
|
|
|
$
|
10,489,009
|
|
|
Less than 12 Months
|
|
More than 12 Months
|
|
Total
|
||||||||||||||||||
|
Estimated
Fair Value
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
|
Unrealized
Losses
|
||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Held to Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgage-backed securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,034
|
|
|
$
|
85
|
|
|
$
|
2,034
|
|
|
$
|
85
|
|
States and political subdivisions
|
205,686
|
|
|
541
|
|
|
5,952
|
|
|
11
|
|
|
211,638
|
|
|
552
|
|
||||||
Total
|
$
|
205,686
|
|
|
$
|
541
|
|
|
$
|
7,986
|
|
|
$
|
96
|
|
|
$
|
213,672
|
|
|
$
|
637
|
|
Available for Sale:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,139,639
|
|
|
$
|
29,500
|
|
|
$
|
3,139,639
|
|
|
$
|
29,500
|
|
Residential mortgage-backed securities
|
152,682
|
|
|
205
|
|
|
213,982
|
|
|
6,342
|
|
|
366,664
|
|
|
6,547
|
|
||||||
States and political subdivisions
|
1,136,322
|
|
|
7,026
|
|
|
2,058,048
|
|
|
65,664
|
|
|
3,194,370
|
|
|
72,690
|
|
||||||
Total
|
$
|
1,289,004
|
|
|
$
|
7,231
|
|
|
$
|
5,411,669
|
|
|
$
|
101,506
|
|
|
$
|
6,700,673
|
|
|
$
|
108,737
|
|
|
Less than 12 Months
|
|
More than 12 Months
|
|
Total
|
||||||||||||||||||
|
Estimated
Fair Value
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
|
Unrealized
Losses
|
||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Held to Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgage-backed securities
|
$
|
2,694
|
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,694
|
|
|
$
|
38
|
|
States and political subdivisions
|
28,591
|
|
|
58
|
|
|
74,113
|
|
|
2,688
|
|
|
102,704
|
|
|
2,746
|
|
||||||
Total
|
$
|
31,285
|
|
|
$
|
96
|
|
|
$
|
74,113
|
|
|
$
|
2,688
|
|
|
$
|
105,398
|
|
|
$
|
2,784
|
|
Available for Sale:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury
|
$
|
2,336,081
|
|
|
$
|
9,861
|
|
|
$
|
517,575
|
|
|
$
|
5,871
|
|
|
$
|
2,853,656
|
|
|
$
|
15,732
|
|
Residential mortgage-backed securities
|
144,264
|
|
|
949
|
|
|
45,436
|
|
|
1,301
|
|
|
189,700
|
|
|
2,250
|
|
||||||
States and political subdivisions
|
148,575
|
|
|
1,194
|
|
|
838,329
|
|
|
15,601
|
|
|
986,904
|
|
|
16,795
|
|
||||||
Total
|
$
|
2,628,920
|
|
|
$
|
12,004
|
|
|
$
|
1,401,340
|
|
|
$
|
22,773
|
|
|
$
|
4,030,260
|
|
|
$
|
34,777
|
|
|
Held to Maturity
|
|
Available for Sale
|
||||||||||||
|
Amortized
Cost
|
|
Estimated
Fair Value
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
||||||||
Due in one year or less
|
$
|
72,476
|
|
|
$
|
73,139
|
|
|
$
|
2,235,652
|
|
|
$
|
2,215,867
|
|
Due after one year through five years
|
122,796
|
|
|
124,738
|
|
|
1,858,631
|
|
|
1,853,056
|
|
||||
Due after five years through ten years
|
483,934
|
|
|
487,202
|
|
|
486,008
|
|
|
492,435
|
|
||||
Due after ten years
|
424,114
|
|
|
429,214
|
|
|
5,964,258
|
|
|
5,953,533
|
|
||||
Residential mortgage-backed securities
|
2,737
|
|
|
2,660
|
|
|
823,208
|
|
|
829,740
|
|
||||
Equity securities
|
—
|
|
|
—
|
|
|
42,690
|
|
|
42,690
|
|
||||
Total
|
$
|
1,106,057
|
|
|
$
|
1,116,953
|
|
|
$
|
11,410,447
|
|
|
$
|
11,387,321
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Proceeds from sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
136,719
|
|
Amortized cost
|
—
|
|
|
—
|
|
|
132,974
|
|
|||
Gross realized gains
|
—
|
|
|
—
|
|
|
3,770
|
|
|||
Gross realized losses
|
—
|
|
|
—
|
|
|
(25
|
)
|
|||
Tax expense related to securities gains/losses
|
—
|
|
|
—
|
|
|
(1,311
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Proceeds from sales
|
$
|
16,806,062
|
|
|
$
|
11,963,359
|
|
|
$
|
14,847,380
|
|
Gross realized gains
|
3
|
|
|
1
|
|
|
13,289
|
|
|||
Gross realized losses
|
(159
|
)
|
|
(4,942
|
)
|
|
(2,059
|
)
|
|||
Tax benefit (expense) related to securities gains/losses
|
33
|
|
|
1,729
|
|
|
(3,931
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Premium amortization
|
$
|
(108,483
|
)
|
|
$
|
(97,841
|
)
|
|
$
|
(90,782
|
)
|
Discount accretion
|
7,955
|
|
|
7,908
|
|
|
11,077
|
|
|||
Net (premium amortization) discount accretion
|
$
|
(100,528
|
)
|
|
$
|
(89,933
|
)
|
|
$
|
(79,705
|
)
|
|
2018
|
|
2017
|
||||
U.S. Treasury
|
$
|
21,928
|
|
|
$
|
19,210
|
|
States and political subdivisions
|
2,158
|
|
|
1,888
|
|
||
Total
|
$
|
24,086
|
|
|
$
|
21,098
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net gain on sales transactions
|
$
|
1,816
|
|
|
$
|
1,408
|
|
|
$
|
1,236
|
|
Net mark-to-market gains (losses)
|
105
|
|
|
(43
|
)
|
|
(157
|
)
|
|||
Net gain on trading account securities
|
$
|
1,921
|
|
|
$
|
1,365
|
|
|
$
|
1,079
|
|
|
2018
|
|
2017
|
||||
Commercial and industrial
|
$
|
5,111,957
|
|
|
$
|
4,792,388
|
|
Energy:
|
|
|
|
||||
Production
|
1,309,314
|
|
|
1,182,326
|
|
||
Service
|
168,775
|
|
|
171,795
|
|
||
Other
|
124,509
|
|
|
144,972
|
|
||
Total energy
|
1,602,598
|
|
|
1,499,093
|
|
||
Commercial real estate:
|
|
|
|
||||
Commercial mortgages
|
4,121,966
|
|
|
3,887,742
|
|
||
Construction
|
1,267,717
|
|
|
1,066,696
|
|
||
Land
|
306,755
|
|
|
331,986
|
|
||
Total commercial real estate
|
5,696,438
|
|
|
5,286,424
|
|
||
Consumer real estate:
|
|
|
|
||||
Home equity loans
|
353,924
|
|
|
355,342
|
|
||
Home equity lines of credit
|
337,168
|
|
|
291,950
|
|
||
Other
|
427,898
|
|
|
376,002
|
|
||
Total consumer real estate
|
1,118,990
|
|
|
1,023,294
|
|
||
Total real estate
|
6,815,428
|
|
|
6,309,718
|
|
||
Consumer and other
|
569,750
|
|
|
544,466
|
|
||
Total loans
|
$
|
14,099,733
|
|
|
$
|
13,145,665
|
|
Balance outstanding at December 31, 2017
|
$
|
166,403
|
|
Principal additions
|
316,584
|
|
|
Principal reductions
|
(226,718
|
)
|
|
Other changes
|
(213
|
)
|
|
Balance outstanding at December 31, 2018
|
$
|
256,056
|
|
|
2018
|
|
2017
|
||||
Commercial and industrial
|
$
|
9,239
|
|
|
$
|
46,186
|
|
Energy
|
46,932
|
|
|
94,302
|
|
||
Commercial real estate:
|
|
|
|
||||
Buildings, land and other
|
15,268
|
|
|
7,589
|
|
||
Construction
|
—
|
|
|
—
|
|
||
Consumer real estate
|
892
|
|
|
2,109
|
|
||
Consumer and other
|
1,408
|
|
|
128
|
|
||
Total
|
$
|
73,739
|
|
|
$
|
150,314
|
|
|
Loans
30-89 Days
Past Due
|
|
Loans
90 or More
Days
Past Due
|
|
Total Past
Due Loans
|
|
Current
Loans
|
|
Total Loans
|
|
Accruing
Loans 90 or
More Days
Past Due
|
||||||||||||
Commercial and industrial
|
$
|
22,577
|
|
|
$
|
16,556
|
|
|
$
|
39,133
|
|
|
$
|
5,072,824
|
|
|
$
|
5,111,957
|
|
|
$
|
11,912
|
|
Energy
|
4,395
|
|
|
1,717
|
|
|
6,112
|
|
|
1,596,486
|
|
|
1,602,598
|
|
|
513
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Buildings, land and other
|
18,390
|
|
|
4,393
|
|
|
22,783
|
|
|
4,405,938
|
|
|
4,428,721
|
|
|
4,321
|
|
||||||
Construction
|
760
|
|
|
—
|
|
|
760
|
|
|
1,266,957
|
|
|
1,267,717
|
|
|
—
|
|
||||||
Consumer real estate
|
9,105
|
|
|
2,608
|
|
|
11,713
|
|
|
1,107,277
|
|
|
1,118,990
|
|
|
2,608
|
|
||||||
Consumer and other
|
7,019
|
|
|
1,114
|
|
|
8,133
|
|
|
561,617
|
|
|
569,750
|
|
|
1,114
|
|
||||||
Total
|
$
|
62,246
|
|
|
$
|
26,388
|
|
|
$
|
88,634
|
|
|
$
|
14,011,099
|
|
|
$
|
14,099,733
|
|
|
$
|
20,468
|
|
|
Unpaid
Contractual
Principal
Balance
|
|
Recorded
Investment
With No
Allowance
|
|
Recorded
Investment
With
Allowance
|
|
Total
Recorded
Investment
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
9,094
|
|
|
$
|
2,842
|
|
|
$
|
4,287
|
|
|
$
|
7,129
|
|
|
$
|
2,558
|
|
|
$
|
18,246
|
|
Energy
|
67,900
|
|
|
6,817
|
|
|
39,890
|
|
|
46,707
|
|
|
9,671
|
|
|
75,453
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Buildings, land and other
|
15,774
|
|
|
2,168
|
|
|
12,517
|
|
|
14,685
|
|
|
2,599
|
|
|
12,799
|
|
||||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Consumer real estate
|
293
|
|
|
293
|
|
|
—
|
|
|
293
|
|
|
—
|
|
|
704
|
|
||||||
Consumer and other
|
1,475
|
|
|
—
|
|
|
1,407
|
|
|
1,407
|
|
|
1,407
|
|
|
925
|
|
||||||
Total
|
$
|
94,536
|
|
|
$
|
12,120
|
|
|
$
|
58,101
|
|
|
$
|
70,221
|
|
|
$
|
16,235
|
|
|
$
|
108,127
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
60,781
|
|
|
$
|
28,038
|
|
|
$
|
15,722
|
|
|
$
|
43,760
|
|
|
$
|
7,553
|
|
|
$
|
30,073
|
|
Energy
|
99,606
|
|
|
33,080
|
|
|
61,162
|
|
|
94,242
|
|
|
13,267
|
|
|
76,492
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Buildings, land and other
|
10,795
|
|
|
6,394
|
|
|
—
|
|
|
6,394
|
|
|
—
|
|
|
6,164
|
|
||||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Consumer real estate
|
1,214
|
|
|
1,214
|
|
|
—
|
|
|
1,214
|
|
|
—
|
|
|
1,167
|
|
||||||
Consumer and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||||
Total
|
$
|
172,396
|
|
|
$
|
68,726
|
|
|
$
|
76,884
|
|
|
$
|
145,610
|
|
|
$
|
20,820
|
|
|
$
|
113,907
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
40,288
|
|
|
$
|
19,862
|
|
|
$
|
9,047
|
|
|
$
|
28,909
|
|
|
$
|
5,436
|
|
|
$
|
26,074
|
|
Energy
|
60,522
|
|
|
27,759
|
|
|
29,804
|
|
|
57,563
|
|
|
3,750
|
|
|
57,360
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Buildings, land and other
|
11,369
|
|
|
6,866
|
|
|
—
|
|
|
6,866
|
|
|
—
|
|
|
17,729
|
|
||||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
438
|
|
||||||
Consumer real estate
|
977
|
|
|
655
|
|
|
—
|
|
|
655
|
|
|
—
|
|
|
537
|
|
||||||
Consumer and other
|
32
|
|
|
30
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
25
|
|
||||||
Total
|
$
|
113,188
|
|
|
$
|
55,172
|
|
|
$
|
38,851
|
|
|
$
|
94,023
|
|
|
$
|
9,186
|
|
|
$
|
102,163
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
Balance at
Restructure
|
|
Balance at
Year-end
|
|
Balance at
Restructure
|
|
Balance at
Year-end
|
|
Balance at
Restructure
|
|
Balance at
Year-end
|
|||||||||||||
Commercial and industrial
|
$
|
2,203
|
|
|
$
|
—
|
|
|
$
|
4,026
|
|
|
$
|
3,766
|
|
|
$
|
2,148
|
|
|
$
|
1,022
|
|
Energy
|
13,708
|
|
|
—
|
|
|
56,096
|
|
|
54,330
|
|
|
87,572
|
|
|
43,841
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Buildings, land and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,455
|
|
|
—
|
|
||||||
Construction
|
—
|
|
|
—
|
|
|
388
|
|
|
388
|
|
|
243
|
|
|
—
|
|
||||||
|
$
|
15,911
|
|
|
$
|
—
|
|
|
$
|
60,510
|
|
|
$
|
58,484
|
|
|
$
|
91,418
|
|
|
$
|
44,863
|
|
•
|
Grades 1, 2 and 3
- These grades include loans to very high credit quality borrowers of investment or near investment grade. These borrowers are generally publicly traded (grades 1 and 2), have significant capital strength, moderate leverage, stable earnings and growth, and readily available financing alternatives. Smaller entities, regardless of strength, would generally not fit in these grades.
|
•
|
Grades 4 and 5
- These grades include loans to borrowers of solid credit quality with moderate risk. Borrowers in these grades are differentiated from higher grades on the basis of size (capital and/or revenue), leverage, asset quality and the stability of the industry or market area.
|
•
|
Grades 6, 7 and 8
- These grades include “pass grade” loans to borrowers of acceptable credit quality and risk. Such borrowers are differentiated from Grades 4 and 5 in terms of size, secondary sources of repayment or they are of lesser stature in other key credit metrics in that they may be over-leveraged, under capitalized, inconsistent in performance or in an industry or an economic area that is known to have a higher level of risk, volatility, or susceptibility to weaknesses in the economy.
|
•
|
Grade 9
- This grade includes loans on management’s “watch list” and is intended to be utilized on a temporary basis for pass grade borrowers where a significant risk-modifying action is anticipated in the near term.
|
•
|
Grade 10
- This grade is for “Other Assets Especially Mentioned” in accordance with regulatory guidelines. This grade is intended to be temporary and includes loans to borrowers whose credit quality has clearly deteriorated and are at risk of further decline unless active measures are taken to correct the situation.
|
•
|
Grade 11
- This grade includes “Substandard” loans, in accordance with regulatory guidelines, for which the accrual of interest has not been stopped. By definition under regulatory guidelines, a “Substandard” loan has defined weaknesses which make payment default or principal exposure likely, but not yet certain. Such loans are apt to be dependent upon collateral liquidation, a secondary source of repayment or an event outside of the normal course of business.
|
•
|
Grade 12
- This grade includes “Substandard” loans, in accordance with regulatory guidelines, for which the accrual of interest has been stopped. This grade includes loans where interest is more than
120
days past due and not fully secured and loans where a specific valuation allowance may be necessary, but generally does not exceed
30%
of the principal balance.
|
•
|
Grade 13
- This grade includes “Doubtful” loans in accordance with regulatory guidelines. Such loans are placed on non-accrual status and may be dependent upon collateral having a value that is difficult to determine or upon some near-term event which lacks certainty. Additionally, these loans generally have a specific valuation allowance in excess of
30%
of the principal balance.
|
•
|
Grade 14 -
This grade includes “Loss” loans in accordance with regulatory guidelines. Such loans are to be charged-off or charged-down when payment is acknowledged to be uncertain or when the timing or value of payments cannot be determined. “Loss” is not intended to imply that the loan or some portion of it will never be paid, nor does it in any way imply that there has been a forgiveness of debt.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||
|
Weighted
Average Risk Grade |
|
Loans
|
|
Weighted
Average Risk Grade |
|
Loans
|
||||||
Commercial and industrial
|
|
|
|
|
|
|
|
||||||
Risk grades 1-8
|
6.12
|
|
|
$
|
4,862,275
|
|
|
6.06
|
|
|
$
|
4,378,839
|
|
Risk grade 9
|
9.00
|
|
|
112,431
|
|
|
9.00
|
|
|
170,285
|
|
||
Risk grade 10
|
10.00
|
|
|
58,328
|
|
|
10.00
|
|
|
99,260
|
|
||
Risk grade 11
|
11.00
|
|
|
69,684
|
|
|
11.00
|
|
|
97,818
|
|
||
Risk grade 12
|
12.00
|
|
|
6,681
|
|
|
12.00
|
|
|
38,633
|
|
||
Risk grade 13
|
13.00
|
|
|
2,558
|
|
|
13.00
|
|
|
7,553
|
|
||
Total
|
6.30
|
|
|
$
|
5,111,957
|
|
|
6.41
|
|
|
$
|
4,792,388
|
|
Energy
|
|
|
|
|
|
|
|
||||||
Risk grades 1-8
|
5.76
|
|
|
$
|
1,451,673
|
|
|
6.01
|
|
|
$
|
1,199,207
|
|
Risk grade 9
|
9.00
|
|
|
35,565
|
|
|
9.00
|
|
|
50,427
|
|
||
Risk grade 10
|
10.00
|
|
|
43,001
|
|
|
10.00
|
|
|
64,282
|
|
||
Risk grade 11
|
11.00
|
|
|
25,427
|
|
|
11.00
|
|
|
90,875
|
|
||
Risk grade 12
|
12.00
|
|
|
37,261
|
|
|
12.00
|
|
|
81,035
|
|
||
Risk grade 13
|
13.00
|
|
|
9,671
|
|
|
13.00
|
|
|
13,267
|
|
||
Total
|
6.22
|
|
|
$
|
1,602,598
|
|
|
6.97
|
|
|
$
|
1,499,093
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||
|
Weighted
Average Risk Grade |
|
Loans
|
|
Weighted
Average Risk Grade |
|
Loans
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
||||||
Buildings, land and other
|
|
|
|
|
|
|
|
||||||
Risk grades 1-8
|
6.76
|
|
|
$
|
4,143,264
|
|
|
6.75
|
|
|
$
|
3,868,659
|
|
Risk grade 9
|
9.00
|
|
|
109,660
|
|
|
9.00
|
|
|
151,487
|
|
||
Risk grade 10
|
10.00
|
|
|
62,353
|
|
|
10.00
|
|
|
129,391
|
|
||
Risk grade 11
|
11.00
|
|
|
98,176
|
|
|
11.00
|
|
|
62,602
|
|
||
Risk grade 12
|
12.00
|
|
|
12,669
|
|
|
12.00
|
|
|
7,589
|
|
||
Risk grade 13
|
13.00
|
|
|
2,599
|
|
|
13.00
|
|
|
—
|
|
||
Total
|
6.98
|
|
|
$
|
4,428,721
|
|
|
7.00
|
|
|
$
|
4,219,728
|
|
Construction
|
|
|
|
|
|
|
|
||||||
Risk grades 1-8
|
7.13
|
|
|
$
|
1,177,260
|
|
|
7.11
|
|
|
$
|
1,019,635
|
|
Risk grade 9
|
9.00
|
|
|
60,754
|
|
|
9.00
|
|
|
18,042
|
|
||
Risk grade 10
|
10.00
|
|
|
24,877
|
|
|
10.00
|
|
|
23,393
|
|
||
Risk grade 11
|
11.00
|
|
|
4,826
|
|
|
11.00
|
|
|
5,626
|
|
||
Risk grade 12
|
12.00
|
|
|
—
|
|
|
12.00
|
|
|
—
|
|
||
Risk grade 13
|
13.00
|
|
|
—
|
|
|
13.00
|
|
|
—
|
|
||
Total
|
7.29
|
|
|
$
|
1,267,717
|
|
|
7.23
|
|
|
$
|
1,066,696
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Commercial and industrial
|
$
|
(22,388
|
)
|
|
$
|
(17,453
|
)
|
|
$
|
(12,259
|
)
|
Energy
|
(13,121
|
)
|
|
(10,009
|
)
|
|
(18,588
|
)
|
|||
Commercial real estate:
|
|
|
|
|
|
||||||
Buildings, land and other
|
(263
|
)
|
|
735
|
|
|
813
|
|
|||
Construction
|
13
|
|
|
11
|
|
|
23
|
|
|||
Consumer real estate
|
(1,538
|
)
|
|
(506
|
)
|
|
(257
|
)
|
|||
Consumer and other
|
(7,548
|
)
|
|
(5,919
|
)
|
|
(4,219
|
)
|
|||
Total
|
$
|
(44,845
|
)
|
|
$
|
(33,141
|
)
|
|
$
|
(34,487
|
)
|
|
Commercial
and
Industrial
|
|
Energy
|
|
Commercial
Real Estate
|
|
Consumer
Real Estate
|
|
Consumer
and Other
|
|
Total
|
||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Historical valuation allowances
|
$
|
25,351
|
|
|
$
|
9,697
|
|
|
$
|
20,817
|
|
|
$
|
2,688
|
|
|
$
|
6,845
|
|
|
$
|
65,398
|
|
Specific valuation allowances
|
2,558
|
|
|
9,671
|
|
|
2,599
|
|
|
—
|
|
|
1,407
|
|
|
16,235
|
|
||||||
General valuation allowances
|
10,062
|
|
|
6,014
|
|
|
4,366
|
|
|
1,671
|
|
|
(13
|
)
|
|
22,100
|
|
||||||
Macroeconomic valuation allowances
|
10,609
|
|
|
3,670
|
|
|
10,995
|
|
|
1,744
|
|
|
1,381
|
|
|
28,399
|
|
||||||
Total
|
$
|
48,580
|
|
|
$
|
29,052
|
|
|
$
|
38,777
|
|
|
$
|
6,103
|
|
|
$
|
9,620
|
|
|
$
|
132,132
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Historical valuation allowances
|
$
|
26,401
|
|
|
$
|
22,073
|
|
|
$
|
18,931
|
|
|
$
|
2,473
|
|
|
$
|
5,603
|
|
|
$
|
75,481
|
|
Specific valuation allowances
|
7,553
|
|
|
13,267
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,820
|
|
||||||
General valuation allowances
|
9,112
|
|
|
7,964
|
|
|
4,165
|
|
|
2,133
|
|
|
(91
|
)
|
|
23,283
|
|
||||||
Macroeconomic valuation allowances
|
16,548
|
|
|
8,224
|
|
|
7,852
|
|
|
1,051
|
|
|
2,105
|
|
|
35,780
|
|
||||||
Total
|
$
|
59,614
|
|
|
$
|
51,528
|
|
|
$
|
30,948
|
|
|
$
|
5,657
|
|
|
$
|
7,617
|
|
|
$
|
155,364
|
|
|
Commercial
and
Industrial
|
|
Energy
|
|
Commercial
Real Estate
|
|
Consumer
Real Estate
|
|
Consumer
and Other
|
|
Total
|
||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated
|
$
|
7,129
|
|
|
$
|
46,707
|
|
|
$
|
14,685
|
|
|
$
|
293
|
|
|
$
|
1,407
|
|
|
$
|
70,221
|
|
Collectively evaluated
|
5,104,828
|
|
|
1,555,891
|
|
|
5,681,753
|
|
|
1,118,697
|
|
|
568,343
|
|
|
14,029,512
|
|
||||||
Total
|
$
|
5,111,957
|
|
|
$
|
1,602,598
|
|
|
$
|
5,696,438
|
|
|
$
|
1,118,990
|
|
|
$
|
569,750
|
|
|
$
|
14,099,733
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated
|
$
|
43,760
|
|
|
$
|
94,242
|
|
|
$
|
6,394
|
|
|
$
|
1,214
|
|
|
$
|
—
|
|
|
$
|
145,610
|
|
Collectively evaluated
|
4,748,628
|
|
|
1,404,851
|
|
|
5,280,030
|
|
|
1,022,080
|
|
|
544,466
|
|
|
13,000,055
|
|
||||||
Total
|
$
|
4,792,388
|
|
|
$
|
1,499,093
|
|
|
$
|
5,286,424
|
|
|
$
|
1,023,294
|
|
|
$
|
544,466
|
|
|
$
|
13,145,665
|
|
|
Commercial
and
Industrial
|
|
Energy
|
|
Commercial
Real Estate
|
|
Consumer
Real Estate
|
|
Consumer
and Other
|
|
Total
|
||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
$
|
59,614
|
|
|
$
|
51,528
|
|
|
$
|
30,948
|
|
|
$
|
5,657
|
|
|
$
|
7,617
|
|
|
$
|
155,364
|
|
Provision for loan losses
|
11,354
|
|
|
(9,355
|
)
|
|
8,079
|
|
|
1,984
|
|
|
9,551
|
|
|
21,613
|
|
||||||
Charge-offs
|
(26,076
|
)
|
|
(13,940
|
)
|
|
(619
|
)
|
|
(2,143
|
)
|
|
(17,197
|
)
|
|
(59,975
|
)
|
||||||
Recoveries
|
3,688
|
|
|
819
|
|
|
369
|
|
|
605
|
|
|
9,649
|
|
|
15,130
|
|
||||||
Net charge-offs
|
(22,388
|
)
|
|
(13,121
|
)
|
|
(250
|
)
|
|
(1,538
|
)
|
|
(7,548
|
)
|
|
(44,845
|
)
|
||||||
Ending balance
|
$
|
48,580
|
|
|
$
|
29,052
|
|
|
$
|
38,777
|
|
|
$
|
6,103
|
|
|
$
|
9,620
|
|
|
$
|
132,132
|
|
Allocated to loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
$
|
2,558
|
|
|
$
|
9,671
|
|
|
$
|
2,599
|
|
|
$
|
—
|
|
|
$
|
1,407
|
|
|
$
|
16,235
|
|
Collectively evaluated for impairment
|
46,022
|
|
|
19,381
|
|
|
36,178
|
|
|
6,103
|
|
|
8,213
|
|
|
115,897
|
|
||||||
Ending balance
|
$
|
48,580
|
|
|
$
|
29,052
|
|
|
$
|
38,777
|
|
|
$
|
6,103
|
|
|
$
|
9,620
|
|
|
$
|
132,132
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
$
|
52,915
|
|
|
$
|
60,653
|
|
|
$
|
30,213
|
|
|
$
|
4,238
|
|
|
$
|
5,026
|
|
|
$
|
153,045
|
|
Provision for loan losses
|
24,152
|
|
|
884
|
|
|
(11
|
)
|
|
1,925
|
|
|
8,510
|
|
|
35,460
|
|
||||||
Charge-offs
|
(20,619
|
)
|
|
(10,595
|
)
|
|
(86
|
)
|
|
(925
|
)
|
|
(15,579
|
)
|
|
(47,804
|
)
|
||||||
Recoveries
|
3,166
|
|
|
586
|
|
|
832
|
|
|
419
|
|
|
9,660
|
|
|
14,663
|
|
||||||
Net charge-offs
|
(17,453
|
)
|
|
(10,009
|
)
|
|
746
|
|
|
(506
|
)
|
|
(5,919
|
)
|
|
(33,141
|
)
|
||||||
Ending balance
|
$
|
59,614
|
|
|
$
|
51,528
|
|
|
$
|
30,948
|
|
|
$
|
5,657
|
|
|
$
|
7,617
|
|
|
$
|
155,364
|
|
Allocated to loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
$
|
7,553
|
|
|
$
|
13,267
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,820
|
|
Collectively evaluated for impairment
|
52,061
|
|
|
38,261
|
|
|
30,948
|
|
|
5,657
|
|
|
7,617
|
|
|
134,544
|
|
||||||
Ending balance
|
$
|
59,614
|
|
|
$
|
51,528
|
|
|
$
|
30,948
|
|
|
$
|
5,657
|
|
|
$
|
7,617
|
|
|
$
|
155,364
|
|
|
Commercial
and
Industrial
|
|
Energy
|
|
Commercial
Real Estate
|
|
Consumer
Real Estate
|
|
Consumer
and Other
|
|
Total
|
||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
$
|
42,993
|
|
|
$
|
54,696
|
|
|
$
|
24,313
|
|
|
$
|
4,659
|
|
|
$
|
9,198
|
|
|
$
|
135,859
|
|
Provision for loan losses
|
22,181
|
|
|
24,545
|
|
|
5,064
|
|
|
(164
|
)
|
|
47
|
|
|
51,673
|
|
||||||
Charge-offs
|
(15,910
|
)
|
|
(18,644
|
)
|
|
(82
|
)
|
|
(814
|
)
|
|
(12,878
|
)
|
|
(48,328
|
)
|
||||||
Recoveries
|
3,651
|
|
|
56
|
|
|
918
|
|
|
557
|
|
|
8,659
|
|
|
13,841
|
|
||||||
Net charge-offs
|
(12,259
|
)
|
|
(18,588
|
)
|
|
836
|
|
|
(257
|
)
|
|
(4,219
|
)
|
|
(34,487
|
)
|
||||||
Ending balance
|
$
|
52,915
|
|
|
$
|
60,653
|
|
|
$
|
30,213
|
|
|
$
|
4,238
|
|
|
$
|
5,026
|
|
|
$
|
153,045
|
|
Allocated to loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
$
|
5,436
|
|
|
$
|
3,750
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,186
|
|
Collectively evaluated for impairment
|
47,479
|
|
|
56,903
|
|
|
30,213
|
|
|
4,238
|
|
|
5,026
|
|
|
143,859
|
|
||||||
Ending balance
|
$
|
52,915
|
|
|
$
|
60,653
|
|
|
$
|
30,213
|
|
|
$
|
4,238
|
|
|
$
|
5,026
|
|
|
$
|
153,045
|
|
|
2018
|
|
2017
|
||||
Land
|
$
|
104,045
|
|
|
$
|
107,249
|
|
Buildings
|
373,276
|
|
|
379,829
|
|
||
Furniture and equipment
|
196,871
|
|
|
179,424
|
|
||
Leasehold improvements
|
83,320
|
|
|
74,314
|
|
||
Construction in progress
|
45,456
|
|
|
11,107
|
|
||
|
802,968
|
|
|
751,923
|
|
||
Less accumulated depreciation and amortization
|
(250,638
|
)
|
|
(230,965
|
)
|
||
Total premises and equipment, net
|
$
|
552,330
|
|
|
$
|
520,958
|
|
|
2018
|
|
2017
|
||||
Goodwill
|
$
|
654,952
|
|
|
$
|
654,952
|
|
|
Gross
Intangible
Assets
|
|
Accumulated
Amortization
|
|
Net
Intangible
Assets
|
||||||
2018
|
|
|
|
|
|
||||||
Core deposits
|
$
|
9,300
|
|
|
$
|
(6,341
|
)
|
|
$
|
2,959
|
|
Customer relationships
|
4,206
|
|
|
(3,534
|
)
|
|
672
|
|
|||
Non-compete agreements
|
74
|
|
|
(56
|
)
|
|
18
|
|
|||
|
$
|
13,580
|
|
|
$
|
(9,931
|
)
|
|
$
|
3,649
|
|
2017
|
|
|
|
|
|
||||||
Core deposits
|
$
|
9,300
|
|
|
$
|
(5,256
|
)
|
|
$
|
4,044
|
|
Customer relationships
|
4,669
|
|
|
(3,683
|
)
|
|
986
|
|
|||
Non-compete agreements
|
74
|
|
|
(31
|
)
|
|
43
|
|
|||
|
$
|
14,043
|
|
|
$
|
(8,970
|
)
|
|
$
|
5,073
|
|
2019
|
$
|
1,167
|
|
2020
|
919
|
|
|
2021
|
697
|
|
|
2022
|
481
|
|
|
2023
|
283
|
|
|
Thereafter
|
102
|
|
|
|
$
|
3,649
|
|
|
2018
|
|
2017
|
||||
Non-interest-bearing demand deposits:
|
|
|
|
||||
Commercial and individual
|
$
|
10,305,850
|
|
|
$
|
10,412,882
|
|
Correspondent banks
|
235,748
|
|
|
222,648
|
|
||
Public funds
|
455,896
|
|
|
561,563
|
|
||
Total non-interest-bearing demand deposits
|
10,997,494
|
|
|
11,197,093
|
|
||
Interest-bearing deposits:
|
|
|
|
||||
Private accounts:
|
|
|
|
||||
Savings and interest checking
|
6,977,813
|
|
|
6,788,766
|
|
||
Money market accounts
|
7,777,470
|
|
|
7,624,471
|
|
||
Time accounts of $100,000 or more
|
526,789
|
|
|
453,668
|
|
||
Time accounts under $100,000
|
331,511
|
|
|
324,636
|
|
||
Total private accounts
|
15,613,583
|
|
|
15,191,541
|
|
||
Public funds:
|
|
|
|
||||
Savings and interest checking
|
473,754
|
|
|
410,140
|
|
||
Money market accounts
|
59,953
|
|
|
59,008
|
|
||
Time accounts of $100,000 or more
|
4,332
|
|
|
14,301
|
|
||
Time accounts under $100,000
|
88
|
|
|
306
|
|
||
Total public funds
|
538,127
|
|
|
483,755
|
|
||
Total interest-bearing deposits
|
16,151,710
|
|
|
15,675,296
|
|
||
Total deposits
|
$
|
27,149,204
|
|
|
$
|
26,872,389
|
|
|
2018
|
|
2017
|
||||
Deposits from foreign sources (primarily Mexico)
|
$
|
752,658
|
|
|
$
|
716,339
|
|
Deposits not covered by deposit insurance
|
13,111,210
|
|
|
13,281,040
|
|
||
Deposits from certain directors, executive officers and their affiliates
|
199,321
|
|
|
196,686
|
|
2019
|
$
|
649,407
|
|
2020
|
213,286
|
|
|
2021
|
27
|
|
|
2022
|
—
|
|
|
2023
|
—
|
|
|
|
$
|
862,720
|
|
Due within 3 months or less
|
$
|
145,620
|
|
Due after 3 months and within 6 months
|
102,061
|
|
|
Due after 6 months and within 12 months
|
138,845
|
|
|
Due after 12 months
|
144,595
|
|
|
|
$
|
531,121
|
|
|
2018
|
|
2017
|
||||
Commitments to extend credit
|
$
|
8,369,721
|
|
|
$
|
7,949,400
|
|
Standby letters of credit
|
271,575
|
|
|
236,595
|
|
||
Deferred standby letter of credit fees
|
2,069
|
|
|
1,843
|
|
2019
|
$
|
33,137
|
|
2020
|
34,758
|
|
|
2021
|
33,421
|
|
|
2022
|
30,873
|
|
|
2023
|
29,216
|
|
|
Thereafter
|
320,580
|
|
|
|
$
|
481,985
|
|
|
Actual
|
|
Minimum Capital Required - Basel III Phase-In Schedule
|
|
Minimum Capital Required - Basel III Fully Phased-In
|
|
Required to be
Considered Well
Capitalized
|
||||||||||||||||||||
|
Capital
Amount
|
|
Ratio
|
|
Capital
Amount
|
|
Ratio
|
|
Capital
Amount
|
|
Ratio
|
|
Capital
Amount
|
|
Ratio
|
||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common Equity Tier 1 to Risk-Weighted Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cullen/Frost
|
$
|
2,642,475
|
|
|
12.65
|
%
|
|
$
|
1,332,052
|
|
|
6.375
|
%
|
|
$
|
1,462,645
|
|
|
7.00
|
%
|
|
$
|
1,358,171
|
|
|
6.50
|
%
|
Frost Bank
|
2,743,973
|
|
|
13.17
|
|
|
1,328,180
|
|
|
6.375
|
|
|
1,458,393
|
|
|
7.00
|
|
|
1,354,222
|
|
|
6.50
|
|
||||
Tier 1 Capital to Risk-Weighted Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cullen/Frost
|
2,786,961
|
|
|
13.34
|
|
|
1,645,476
|
|
|
7.875
|
|
|
1,776,069
|
|
|
8.50
|
|
|
1,671,595
|
|
|
8.00
|
|
||||
Frost Bank
|
2,743,973
|
|
|
13.17
|
|
|
1,640,693
|
|
|
7.875
|
|
|
1,770,906
|
|
|
8.50
|
|
|
1,666,735
|
|
|
8.00
|
|
||||
Total Capital to Risk-Weighted Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cullen/Frost
|
3,152,593
|
|
|
15.09
|
|
|
2,063,375
|
|
|
9.875
|
|
|
2,193,968
|
|
|
10.50
|
|
|
2,089,494
|
|
|
10.00
|
|
||||
Frost Bank
|
2,876,605
|
|
|
13.81
|
|
|
2,057,376
|
|
|
9.875
|
|
|
2,187,590
|
|
|
10.50
|
|
|
2,083,419
|
|
|
10.00
|
|
||||
Leverage Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cullen/Frost
|
2,786,961
|
|
|
9.06
|
|
|
1,231,028
|
|
|
4.00
|
|
|
1,231,028
|
|
|
4.00
|
|
|
1,538,785
|
|
|
5.00
|
|
||||
Frost Bank
|
2,743,973
|
|
|
8.93
|
|
|
1,229,650
|
|
|
4.00
|
|
|
1,229,650
|
|
|
4.00
|
|
|
1,537,062
|
|
|
5.00
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common Equity Tier 1 to Risk-Weighted Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cullen/Frost
|
$
|
2,426,048
|
|
|
12.42
|
%
|
|
$
|
1,123,430
|
|
|
5.75
|
%
|
|
$
|
1,367,583
|
|
|
7.00
|
%
|
|
$
|
1,269,965
|
|
|
6.50
|
%
|
Frost Bank
|
2,518,999
|
|
|
12.92
|
|
|
1,120,663
|
|
|
5.75
|
|
|
1,364,214
|
|
|
7.00
|
|
|
1,266,836
|
|
|
6.50
|
|
||||
Tier 1 Capital to Risk-Weighted Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cullen/Frost
|
2,570,534
|
|
|
13.16
|
|
|
1,416,499
|
|
|
7.25
|
|
|
1,660,637
|
|
|
8.50
|
|
|
1,563,033
|
|
|
8.00
|
|
||||
Frost Bank
|
2,518,999
|
|
|
12.92
|
|
|
1,413,010
|
|
|
7.25
|
|
|
1,656,546
|
|
|
8.50
|
|
|
1,559,183
|
|
|
8.00
|
|
||||
Total Capital to Risk-Weighted Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cullen/Frost
|
2,959,326
|
|
|
15.15
|
|
|
1,807,257
|
|
|
9.25
|
|
|
2,051,375
|
|
|
10.50
|
|
|
1,953,792
|
|
|
10.00
|
|
||||
Frost Bank
|
2,674,791
|
|
|
13.72
|
|
|
1,802,805
|
|
|
9.25
|
|
|
2,046,321
|
|
|
10.50
|
|
|
1,948,979
|
|
|
10.00
|
|
||||
Leverage Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cullen/Frost
|
2,570,534
|
|
|
8.46
|
|
|
1,215,227
|
|
|
4.00
|
|
|
1,215,186
|
|
|
4.00
|
|
|
1,519,034
|
|
|
5.00
|
|
||||
Frost Bank
|
2,518,999
|
|
|
8.30
|
|
|
1,214,295
|
|
|
4.00
|
|
|
1,214,254
|
|
|
4.00
|
|
|
1,517,869
|
|
|
5.00
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net Income
|
$
|
454,918
|
|
|
$
|
364,149
|
|
|
$
|
304,261
|
|
Less: Preferred stock dividends
|
8,063
|
|
|
8,063
|
|
|
8,063
|
|
|||
Net income available to common shareholders
|
446,855
|
|
|
356,086
|
|
|
296,198
|
|
|||
Less: Earnings allocated to participating securities
|
3,169
|
|
|
2,016
|
|
|
1,145
|
|
|||
Net earnings allocated to common stock
|
$
|
443,686
|
|
|
$
|
354,070
|
|
|
$
|
295,053
|
|
|
|
|
|
|
|
||||||
Distributed earnings allocated to common stock
|
$
|
164,268
|
|
|
$
|
143,356
|
|
|
$
|
134,374
|
|
Undistributed earnings allocated to common stock
|
279,418
|
|
|
210,714
|
|
|
160,679
|
|
|||
Net earnings allocated to common stock
|
$
|
443,686
|
|
|
$
|
354,070
|
|
|
$
|
295,053
|
|
|
|
|
|
|
|
||||||
Weighted-average shares outstanding for basic earnings per common share
|
63,704,508
|
|
|
63,693,927
|
|
|
62,376,260
|
|
|||
Dilutive effect of stock compensation
|
982,208
|
|
|
968,161
|
|
|
592,615
|
|
|||
Weighted-average shares outstanding for diluted earnings per common share
|
64,686,716
|
|
|
64,662,088
|
|
|
62,968,875
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Change in plan assets:
|
|
|
|
|
|
||||||
Fair value of plan assets at beginning of year
|
$
|
168,450
|
|
|
$
|
157,214
|
|
|
$
|
163,270
|
|
Actual return on plan assets
|
(7,739
|
)
|
|
23,518
|
|
|
5,174
|
|
|||
Employer contributions
|
1,077
|
|
|
1,049
|
|
|
4,819
|
|
|||
Benefits paid
|
(8,968
|
)
|
|
(13,331
|
)
|
|
(16,049
|
)
|
|||
Fair value of plan assets at end of year
|
152,820
|
|
|
168,450
|
|
|
157,214
|
|
|||
Change in benefit obligation:
|
|
|
|
|
|
||||||
Benefit obligation at beginning of year
|
182,607
|
|
|
176,751
|
|
|
194,140
|
|
|||
Interest cost
|
5,898
|
|
|
6,189
|
|
|
6,958
|
|
|||
Actuarial (gain) loss
|
(12,430
|
)
|
|
12,998
|
|
|
(8,298
|
)
|
|||
Benefits paid
|
(8,968
|
)
|
|
(13,331
|
)
|
|
(16,049
|
)
|
|||
Benefit obligation at end of year
|
167,107
|
|
|
182,607
|
|
|
176,751
|
|
|||
Funded status of the plan at end of year and accrued benefit (liability) recognized
|
$
|
(14,287
|
)
|
|
$
|
(14,157
|
)
|
|
$
|
(19,537
|
)
|
Accumulated benefit obligation at end of year
|
$
|
167,107
|
|
|
$
|
182,607
|
|
|
$
|
176,751
|
|
|
Retirement Plan
|
|
Restoration Plan
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Projected benefit obligation
|
$
|
152,035
|
|
|
$
|
166,191
|
|
|
$
|
15,072
|
|
|
$
|
16,416
|
|
Accumulated benefit obligation
|
152,035
|
|
|
166,191
|
|
|
15,072
|
|
|
16,416
|
|
||||
Fair value of plan assets
|
152,820
|
|
|
168,450
|
|
|
—
|
|
|
—
|
|
||||
Funded status of the plan at end of year and accrued benefit (liability) recognized
|
785
|
|
|
2,259
|
|
|
(15,072
|
)
|
|
(16,416
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Expected return on plan assets, net of expenses
|
$
|
(11,916
|
)
|
|
$
|
(11,117
|
)
|
|
$
|
(11,558
|
)
|
Interest cost on projected benefit obligation
|
5,898
|
|
|
6,189
|
|
|
6,958
|
|
|||
Net amortization and deferral
|
5,002
|
|
|
5,429
|
|
|
6,247
|
|
|||
SERP settlement costs
|
—
|
|
|
—
|
|
|
1,027
|
|
|||
Net periodic expense (benefit)
|
$
|
(1,016
|
)
|
|
$
|
501
|
|
|
$
|
2,674
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net actuarial gain (loss)
|
$
|
(2,223
|
)
|
|
$
|
4,832
|
|
|
$
|
9,188
|
|
Deferred tax (expense) benefit
|
466
|
|
|
(1,774
|
)
|
|
(3,216
|
)
|
|||
Other comprehensive income (loss), net of tax
|
$
|
(1,757
|
)
|
|
$
|
3,058
|
|
|
$
|
5,972
|
|
|
2018
|
|
2017
|
||||
Net actuarial loss
|
$
|
(60,123
|
)
|
|
$
|
(57,900
|
)
|
Deferred tax benefit
|
12,626
|
|
|
12,160
|
|
||
Amounts included in accumulated other comprehensive income/loss, net of tax
|
(47,497
|
)
|
|
(37,718
|
)
|
|
2018
|
|
2017
|
||||
Level 1:
|
|
|
|
||||
Mutual funds
|
$
|
152,477
|
|
|
$
|
165,322
|
|
Cash and cash equivalents
|
343
|
|
|
3,128
|
|
||
Total fair value of plan assets
|
$
|
152,820
|
|
|
$
|
168,450
|
|
2019
|
$
|
9,753
|
|
2020
|
10,208
|
|
|
2021
|
10,519
|
|
|
2022
|
10,779
|
|
|
2023
|
11,077
|
|
|
2024 through 2028
|
56,225
|
|
|
|
$
|
108,561
|
|
|
|
Director Deferred
Stock Units
Outstanding
|
|
Non-Vested Stock
Awards/Stock Units
Outstanding
|
|
Performance Stock Units Outstanding
|
|
Stock Options
Outstanding
|
||||||||||||||||||||
|
|
Number of Units
|
|
Weighted-
Average
Fair Value
at Grant
|
|
Number
of Shares/Units
|
|
Weighted-
Average
Fair Value
at Grant
|
|
Number of Units
|
|
Weighted-
Average
Fair Value
at Grant
|
|
Number
of Shares
|
|
Weighted-
Average
Exercise
Price
|
||||||||||||
January 1, 2016
|
|
45,443
|
|
|
$
|
61.35
|
|
|
173,180
|
|
|
$
|
66.05
|
|
|
—
|
|
|
$
|
—
|
|
|
5,612,240
|
|
|
$
|
60.30
|
|
Authorized
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Granted
|
|
8,216
|
|
|
63.25
|
|
|
132,800
|
|
|
76.07
|
|
|
43,860
|
|
|
69.70
|
|
|
—
|
|
|
—
|
|
||||
Exercised/vested
|
|
—
|
|
|
—
|
|
|
(49,130
|
)
|
|
54.56
|
|
|
—
|
|
|
—
|
|
|
(1,476,841
|
)
|
|
53.40
|
|
||||
Forfeited/expired
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,371
|
)
|
|
71.04
|
|
||||
December 31, 2016
|
|
53,659
|
|
|
61.48
|
|
|
256,850
|
|
|
73.43
|
|
|
43,860
|
|
|
69.70
|
|
|
4,089,028
|
|
|
62.67
|
|
||||
Authorized
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Granted
|
|
5,447
|
|
|
95.37
|
|
|
99,833
|
|
|
98.90
|
|
|
36,246
|
|
|
92.27
|
|
|
—
|
|
|
—
|
|
||||
Exercised/vested
|
|
(6,098
|
)
|
|
62.29
|
|
|
(39,740
|
)
|
|
71.59
|
|
|
—
|
|
|
—
|
|
|
(1,118,122
|
)
|
|
60.59
|
|
||||
Forfeited/expired
|
|
—
|
|
|
—
|
|
|
(4,287
|
)
|
|
79.52
|
|
|
—
|
|
|
—
|
|
|
(53,764
|
)
|
|
69.78
|
|
||||
December 31, 2017
|
|
53,008
|
|
|
64.87
|
|
|
312,656
|
|
|
81.71
|
|
|
80,106
|
|
|
79.91
|
|
|
2,917,142
|
|
|
63.34
|
|
||||
Authorized
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Granted
|
|
6,576
|
|
|
109.58
|
|
|
109,847
|
|
|
94.81
|
|
|
45,703
|
|
|
87.18
|
|
|
—
|
|
|
—
|
|
||||
Exercised/vested
|
|
(10,674
|
)
|
|
63.68
|
|
|
(32,050
|
)
|
|
78.92
|
|
|
—
|
|
|
—
|
|
|
(513,134
|
)
|
|
61.68
|
|
||||
Forfeited/expired
|
|
—
|
|
|
—
|
|
|
(6,656
|
)
|
|
87.60
|
|
|
—
|
|
|
—
|
|
|
(52,000
|
)
|
|
70.42
|
|
||||
December 31, 2018
|
|
48,910
|
|
|
$
|
71.14
|
|
|
383,797
|
|
|
$
|
85.59
|
|
|
125,809
|
|
|
$
|
82.55
|
|
|
2,352,008
|
|
|
$
|
63.55
|
|
|
|
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||
Range of
Exercise Prices
|
|
Number
of Shares
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-
Average
Remaining
Contractual Life
in Years
|
|
Number
of Shares
|
|
Weighted-
Average
Exercise
Price
|
||||||||||||||
$
|
45.01
|
|
|
to
|
|
$
|
50.00
|
|
|
260,855
|
|
|
$
|
48.00
|
|
|
2.97
|
|
260,855
|
|
|
$
|
48.00
|
|
50.01
|
|
|
to
|
|
55.00
|
|
|
676,059
|
|
|
52.98
|
|
|
2.62
|
|
676,059
|
|
|
52.98
|
|
||||
65.01
|
|
|
to
|
|
70.00
|
|
|
608,336
|
|
|
65.11
|
|
|
6.68
|
|
417,227
|
|
|
65.11
|
|
||||
70.01
|
|
|
to
|
|
75.00
|
|
|
287,506
|
|
|
71.38
|
|
|
4.95
|
|
287,506
|
|
|
71.38
|
|
||||
75.01
|
|
|
to
|
|
80.00
|
|
|
519,252
|
|
|
78.95
|
|
|
5.87
|
|
519,252
|
|
|
78.95
|
|
||||
|
|
|
|
Total
|
|
2,352,008
|
|
|
63.55
|
|
|
4.71
|
|
2,160,899
|
|
|
63.41
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
New shares issued from available authorized shares
|
—
|
|
|
603,842
|
|
|
—
|
|
|||
Issued from available treasury stock
|
548,238
|
|
|
547,078
|
|
|
1,509,121
|
|
|||
Total
|
548,238
|
|
|
1,150,920
|
|
|
1,509,121
|
|
|||
Proceeds from stock option exercises
|
$
|
31,647
|
|
|
$
|
67,746
|
|
|
$
|
78,866
|
|
Intrinsic value of stock options exercised
|
23,292
|
|
|
38,275
|
|
|
30,935
|
|
|||
Fair value of stock awards/units vested
|
4,212
|
|
|
4,578
|
|
|
3,679
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Stock options
|
$
|
3,652
|
|
|
$
|
6,230
|
|
|
$
|
8,235
|
|
Non-vested stock awards/stock units
|
6,983
|
|
|
4,992
|
|
|
3,044
|
|
|||
Deferred stock-units
|
721
|
|
|
519
|
|
|
520
|
|
|||
Performance stock units
|
2,587
|
|
|
1,272
|
|
|
—
|
|
|||
Total
|
$
|
13,943
|
|
|
$
|
13,013
|
|
|
$
|
11,799
|
|
Income tax benefit
|
$
|
2,831
|
|
|
$
|
4,555
|
|
|
$
|
4,130
|
|
|
Unrecognized Expense
|
|
Weighted-Average Number of Years for Expense Recognition
|
||
Stock options
|
$
|
1,290
|
|
|
0.80
|
Non-vested stock awards/stock units
|
17,802
|
|
|
2.74
|
|
Performance stock units
|
6,527
|
|
|
1.77
|
|
Total
|
$
|
25,619
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Other non-interest income:
|
|
|
|
|
|
||||||
Other
|
$
|
46,790
|
|
|
$
|
37,222
|
|
|
$
|
41,144
|
|
Total
|
$
|
46,790
|
|
|
$
|
37,222
|
|
|
$
|
41,144
|
|
Other non-interest expense:
|
|
|
|
|
|
||||||
Professional services
|
$
|
35,941
|
|
|
$
|
27,968
|
|
|
$
|
26,664
|
|
Advertising, promotions and public relations
|
32,514
|
|
|
29,337
|
|
|
27,677
|
|
|||
Travel/meals and entertainment
|
15,030
|
|
|
15,066
|
|
|
14,393
|
|
|||
Check card expense
|
4,744
|
|
|
16,501
|
|
|
19,442
|
|
|||
Other
|
85,309
|
|
|
86,417
|
|
|
90,812
|
|
|||
Total
|
$
|
173,538
|
|
|
$
|
175,289
|
|
|
$
|
178,988
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current income tax expense
|
$
|
840
|
|
|
$
|
58,707
|
|
|
$
|
48,748
|
|
Deferred income tax expense (benefit)
|
52,923
|
|
|
(14,493
|
)
|
|
(11,598
|
)
|
|||
Income tax expense, as reported
|
$
|
53,763
|
|
|
$
|
44,214
|
|
|
$
|
37,150
|
|
|
|
|
|
|
|
||||||
Effective tax rate
|
10.6
|
%
|
|
10.8
|
%
|
|
10.9
|
%
|
|
2018
|
|
2017
|
|
2016
|
||||||
Income tax expense computed at the statutory rate
|
$
|
106,823
|
|
|
$
|
142,927
|
|
|
$
|
119,494
|
|
Effect of tax-exempt interest
|
(49,700
|
)
|
|
(81,034
|
)
|
|
(75,369
|
)
|
|||
Tax benefit on dividends paid in our 401k plan
|
(1,551
|
)
|
|
(2,372
|
)
|
|
(2,558
|
)
|
|||
Bank owned life insurance income
|
(710
|
)
|
|
(1,116
|
)
|
|
(1,260
|
)
|
|||
Non-deductible FDIC premiums
|
1,771
|
|
|
—
|
|
|
—
|
|
|||
Non-deductible meals and entertainment
|
1,193
|
|
|
983
|
|
|
1,065
|
|
|||
Net tax benefit from stock-based compensation
|
(3,865
|
)
|
|
(9,062
|
)
|
|
(5,063
|
)
|
|||
Deferred tax adjustment related to reduction in U.S. federal statutory income tax rate
|
(231
|
)
|
|
(4,047
|
)
|
|
—
|
|
|||
Correction for prior year tax-exempt interest
|
—
|
|
|
(2,906
|
)
|
|
—
|
|
|||
Other
|
33
|
|
|
841
|
|
|
841
|
|
|||
Income tax expense, as reported
|
$
|
53,763
|
|
|
$
|
44,214
|
|
|
$
|
37,150
|
|
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
||||
Allowance for loan losses
|
$
|
27,748
|
|
|
$
|
32,626
|
|
Net actuarial loss on defined benefit post-retirement benefit plans
|
12,626
|
|
|
12,160
|
|
||
Stock-based compensation
|
10,622
|
|
|
9,904
|
|
||
Bonus accrual
|
4,586
|
|
|
1,136
|
|
||
Net unrealized loss on securities available for sale and transferred securities
|
4,283
|
|
|
—
|
|
||
Deferred loan and lease origination fees
|
2,153
|
|
|
1,280
|
|
||
Alternative minimum tax carryforward
|
410
|
|
|
47,104
|
|
||
Other
|
4,351
|
|
|
4,241
|
|
||
Total gross deferred tax assets
|
66,779
|
|
|
108,451
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Premises and equipment
|
(23,859
|
)
|
|
(20,236
|
)
|
||
Intangible assets
|
(10,726
|
)
|
|
(8,781
|
)
|
||
Defined benefit post-retirement benefit plans
|
(9,452
|
)
|
|
(9,012
|
)
|
||
Leases
|
(1,709
|
)
|
|
(1,646
|
)
|
||
Net unrealized gain on securities available for sale and transferred securities
|
—
|
|
|
(35,829
|
)
|
||
Other
|
(1,257
|
)
|
|
(1,229
|
)
|
||
Total gross deferred tax liabilities
|
(47,003
|
)
|
|
(76,733
|
)
|
||
Net deferred tax asset (liability)
|
$
|
19,776
|
|
|
$
|
31,718
|
|
|
Before Tax
Amount
|
|
Tax Expense,
(Benefit)
|
|
Net of Tax
Amount
|
||||||
2018
|
|
|
|
|
|
||||||
Securities available for sale and transferred securities:
|
|
|
|
|
|
||||||
Change in net unrealized gain/loss during the period
|
$
|
(182,340
|
)
|
|
$
|
(38,292
|
)
|
|
$
|
(144,048
|
)
|
Change in net unrealized gain on securities transferred to held to maturity
|
(8,818
|
)
|
|
(1,853
|
)
|
|
(6,965
|
)
|
|||
Reclassification adjustment for net (gains) losses included in net income
|
156
|
|
|
33
|
|
|
123
|
|
|||
Total securities available for sale and transferred securities
|
(191,002
|
)
|
|
(40,112
|
)
|
|
(150,890
|
)
|
|||
Defined-benefit post-retirement benefit plans:
|
|
|
|
|
|
||||||
Change in the net actuarial gain/loss
|
(7,225
|
)
|
|
(1,517
|
)
|
|
(5,708
|
)
|
|||
Reclassification adjustment for net amortization of actuarial gain/loss included in net income as a component of net periodic cost (benefit)
|
5,002
|
|
|
1,051
|
|
|
3,951
|
|
|||
Total defined-benefit post-retirement benefit plans
|
(2,223
|
)
|
|
(466
|
)
|
|
(1,757
|
)
|
|||
Total other comprehensive income (loss)
|
$
|
(193,225
|
)
|
|
$
|
(40,578
|
)
|
|
$
|
(152,647
|
)
|
|
|
|
|
|
|
||||||
2017
|
|
|
|
|
|
||||||
Securities available for sale and transferred securities:
|
|
|
|
|
|
||||||
Change in net unrealized gain/loss during the period
|
$
|
157,016
|
|
|
$
|
48,626
|
|
|
$
|
108,390
|
|
Change in net unrealized gain on securities transferred to held to maturity
|
(16,193
|
)
|
|
(5,668
|
)
|
|
(10,525
|
)
|
|||
Reclassification adjustment for net (gains) losses included in net income
|
4,941
|
|
|
1,729
|
|
|
3,212
|
|
|||
Total securities available for sale and transferred securities
|
145,764
|
|
|
44,687
|
|
|
101,077
|
|
|||
Defined-benefit post-retirement benefit plans:
|
|
|
|
|
|
||||||
Change in the net actuarial gain/loss
|
(597
|
)
|
|
(126
|
)
|
|
(471
|
)
|
|||
Reclassification adjustment for net amortization of actuarial gain/loss included in net income as a component of net periodic cost (benefit)
|
5,429
|
|
|
1,900
|
|
|
3,529
|
|
|||
Total defined-benefit post-retirement benefit plans
|
4,832
|
|
|
1,774
|
|
|
3,058
|
|
|||
Total other comprehensive income (loss)
|
$
|
150,596
|
|
|
$
|
46,461
|
|
|
$
|
104,135
|
|
|
|
|
|
|
|
||||||
2016
|
|
|
|
|
|
||||||
Securities available for sale and transferred securities:
|
|
|
|
|
|
||||||
Change in net unrealized gain/loss during the period
|
$
|
(175,061
|
)
|
|
$
|
(61,271
|
)
|
|
$
|
(113,790
|
)
|
Change in net unrealized gain on securities transferred to held to maturity
|
(32,207
|
)
|
|
(11,272
|
)
|
|
(20,935
|
)
|
|||
Reclassification adjustment for net (gains) losses included in net income
|
(14,975
|
)
|
|
(5,242
|
)
|
|
(9,733
|
)
|
|||
Total securities available for sale and transferred securities
|
(222,243
|
)
|
|
(77,785
|
)
|
|
(144,458
|
)
|
|||
Defined-benefit post-retirement benefit plans:
|
|
|
|
|
|
||||||
Change in the net actuarial gain/loss
|
1,914
|
|
|
670
|
|
|
1,244
|
|
|||
Reclassification adjustment for net amortization of actuarial gain/loss included in net income as a component of net periodic cost (benefit)
|
7,274
|
|
|
2,546
|
|
|
4,728
|
|
|||
Total defined-benefit post-retirement benefit plans
|
9,188
|
|
|
3,216
|
|
|
5,972
|
|
|||
Total other comprehensive income (loss)
|
$
|
(213,055
|
)
|
|
$
|
(74,569
|
)
|
|
$
|
(138,486
|
)
|
|
Securities
Available
For Sale
|
|
Defined
Benefit
Plans
|
|
Accumulated
Other
Comprehensive
Income
|
||||||
Balance January 1, 2018
|
$
|
117,230
|
|
|
$
|
(37,718
|
)
|
|
$
|
79,512
|
|
Other comprehensive income (loss) before reclassification
|
(151,013
|
)
|
|
(5,708
|
)
|
|
(156,721
|
)
|
|||
Reclassification of amounts included in net income
|
123
|
|
|
3,951
|
|
|
4,074
|
|
|||
Net other comprehensive income (loss) during period
|
(150,890
|
)
|
|
(1,757
|
)
|
|
(152,647
|
)
|
|||
Reclassification of certain income tax effects related to the change in the U.S. statutory federal income tax rate under the Tax Cuts and Jobs Act to retained earnings
|
17,557
|
|
|
(8,022
|
)
|
|
9,535
|
|
|||
Balance December 31, 2018
|
$
|
(16,103
|
)
|
|
$
|
(47,497
|
)
|
|
$
|
(63,600
|
)
|
|
|
|
|
|
|
||||||
Balance January 1, 2017
|
$
|
16,153
|
|
|
$
|
(40,776
|
)
|
|
$
|
(24,623
|
)
|
Other comprehensive income (loss) before reclassification
|
97,865
|
|
|
(471
|
)
|
|
97,394
|
|
|||
Reclassification of amounts included in net income
|
3,212
|
|
|
3,529
|
|
|
6,741
|
|
|||
Net other comprehensive income (loss) during period
|
101,077
|
|
|
3,058
|
|
|
104,135
|
|
|||
Balance December 31, 2017
|
$
|
117,230
|
|
|
$
|
(37,718
|
)
|
|
$
|
79,512
|
|
|
|
|
|
|
|
||||||
Balance January 1, 2016
|
$
|
160,611
|
|
|
$
|
(46,748
|
)
|
|
$
|
113,863
|
|
Other comprehensive income (loss) before reclassification
|
(134,725
|
)
|
|
1,244
|
|
|
(133,481
|
)
|
|||
Reclassification of amounts included in net income
|
(9,733
|
)
|
|
4,728
|
|
|
(5,005
|
)
|
|||
Net other comprehensive income (loss) during period
|
(144,458
|
)
|
|
5,972
|
|
|
(138,486
|
)
|
|||
Balance December 31, 2016
|
$
|
16,153
|
|
|
$
|
(40,776
|
)
|
|
$
|
(24,623
|
)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Notional
Amount
|
|
Estimated
Fair Value
|
|
Notional
Amount
|
|
Estimated
Fair Value
|
||||||||
Derivatives designated as hedges of fair value:
|
|
|
|
|
|
|
|
||||||||
Financial institution counterparties:
|
|
|
|
|
|
|
|
||||||||
Loan/lease interest rate swaps - assets
|
$
|
10,941
|
|
|
$
|
207
|
|
|
$
|
13,679
|
|
|
$
|
242
|
|
Loan/lease interest rate swaps - liabilities
|
3,885
|
|
|
(199
|
)
|
|
11,147
|
|
|
(593
|
)
|
||||
Non-hedging interest rate derivatives:
|
|
|
|
|
|
|
|
||||||||
Financial institution counterparties:
|
|
|
|
|
|
|
|
||||||||
Loan/lease interest rate swaps - assets
|
496,887
|
|
|
2,384
|
|
|
430,449
|
|
|
1,418
|
|
||||
Loan/lease interest rate swaps - liabilities
|
691,143
|
|
|
(8,921
|
)
|
|
541,496
|
|
|
(12,820
|
)
|
||||
Loan/lease interest rate caps - assets
|
122,791
|
|
|
509
|
|
|
114,619
|
|
|
480
|
|
||||
Customer counterparties:
|
|
|
|
|
|
|
|
||||||||
Loan/lease interest rate swaps - assets
|
691,143
|
|
|
16,706
|
|
|
541,496
|
|
|
17,882
|
|
||||
Loan/lease interest rate swaps - liabilities
|
496,887
|
|
|
(8,891
|
)
|
|
430,449
|
|
|
(4,861
|
)
|
||||
Loan/lease interest rate caps - liabilities
|
122,791
|
|
|
(509
|
)
|
|
114,619
|
|
|
(480
|
)
|
|
Weighted-Average
|
||||
|
Interest
Rate
Paid
|
|
Interest
Rate
Received
|
||
Interest rate swaps:
|
|
|
|
||
Fair value hedge loan/lease interest rate swaps
|
2.40
|
%
|
|
2.46
|
%
|
Non-hedging interest rate swaps - financial institution counterparties
|
4.13
|
|
|
4.02
|
|
Non-hedging interest rate swaps - customer counterparties
|
4.02
|
|
|
4.13
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
|||||||||||
|
Notional
Units
|
|
Notional
Amount
|
|
Estimated
Fair Value
|
|
Notional
Amount
|
|
Estimated
Fair Value
|
||||||
Financial institution counterparties:
|
|
|
|
|
|
|
|
|
|
||||||
Oil - assets
|
Barrels
|
|
2,416
|
|
|
$
|
24,332
|
|
|
253
|
|
|
$
|
193
|
|
Oil - liabilities
|
Barrels
|
|
415
|
|
|
(646
|
)
|
|
2,731
|
|
|
(13,448
|
)
|
||
Natural gas - assets
|
MMBTUs
|
|
5,745
|
|
|
417
|
|
|
5,927
|
|
|
1,399
|
|
||
Natural gas - liabilities
|
MMBTUs
|
|
9,314
|
|
|
(1,272
|
)
|
|
3,917
|
|
|
(326
|
)
|
||
Customer counterparties:
|
|
|
|
|
|
|
|
|
|
||||||
Oil - assets
|
Barrels
|
|
415
|
|
|
646
|
|
|
2,731
|
|
|
13,709
|
|
||
Oil - liabilities
|
Barrels
|
|
2,416
|
|
|
(24,009
|
)
|
|
253
|
|
|
(187
|
)
|
||
Natural gas - assets
|
MMBTUs
|
|
10,236
|
|
|
1,373
|
|
|
3,917
|
|
|
340
|
|
||
Natural gas - liabilities
|
MMBTUs
|
|
4,823
|
|
|
(393
|
)
|
|
5,927
|
|
|
(1,366
|
)
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||
|
Notional
Currency
|
|
Notional
Amount
|
|
Estimated
Fair Value
|
|
Notional
Amount
|
|
Estimated
Fair Value
|
||||||
Financial institution counterparties:
|
|
|
|
|
|
|
|
|
|
||||||
Forward contracts - assets
|
EUR
|
|
—
|
|
|
$
|
—
|
|
|
4,014
|
|
|
$
|
77
|
|
Forward contracts - assets
|
GBP
|
|
—
|
|
|
—
|
|
|
127
|
|
|
1
|
|
||
Forward contracts - liabilities
|
EUR
|
|
—
|
|
|
—
|
|
|
4,846
|
|
|
(37
|
)
|
||
Forward contracts - liabilities
|
CAD
|
|
11,003
|
|
|
(13
|
)
|
|
25,413
|
|
|
(142
|
)
|
||
Forward contracts - liabilities
|
GBP
|
|
142
|
|
|
(2
|
)
|
|
1,178
|
|
|
(9
|
)
|
||
Forward contracts - liabilities
|
MXN
|
|
3,015
|
|
|
(132
|
)
|
|
—
|
|
|
—
|
|
||
Customer counterparties:
|
|
|
|
|
|
|
|
|
|
||||||
Forward contracts - assets
|
EUR
|
|
—
|
|
|
—
|
|
|
3,867
|
|
|
58
|
|
||
Forward contracts - assets
|
CAD
|
|
10,979
|
|
|
40
|
|
|
25,282
|
|
|
279
|
|
||
Forward contracts - assets
|
GBP
|
|
145
|
|
|
4
|
|
|
—
|
|
|
—
|
|
||
Forward contracts - assets
|
MXN
|
|
3,000
|
|
|
149
|
|
|
—
|
|
|
—
|
|
||
Forward contracts - liabilities
|
EUR
|
|
—
|
|
|
—
|
|
|
4,041
|
|
|
(51
|
)
|
||
Forward contracts - liabilities
|
GBP
|
|
—
|
|
|
—
|
|
|
127
|
|
|
—
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Commercial loan/lease interest rate swaps:
|
|
|
|
|
|
||||||
Amount of gain (loss) included in interest income on loans
|
$
|
25
|
|
|
$
|
(726
|
)
|
|
$
|
(1,362
|
)
|
Amount of (gain) loss included in other non-interest expense
|
(1
|
)
|
|
(14
|
)
|
|
(44
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Non-hedging interest rate derivatives:
|
|
|
|
|
|
||||||
Other non-interest income
|
$
|
4,112
|
|
|
$
|
3,123
|
|
|
$
|
2,883
|
|
Other non-interest expense
|
—
|
|
|
1
|
|
|
—
|
|
|||
Non-hedging commodity derivatives:
|
|
|
|
|
|
||||||
Other non-interest income
|
795
|
|
|
440
|
|
|
421
|
|
|||
Non-hedging foreign currency derivatives:
|
|
|
|
|
|
||||||
Other non-interest income
|
246
|
|
|
300
|
|
|
30
|
|
|
Gross Amount
Recognized
|
|
Gross Amount
Offset
|
|
Net Amount
Recognized
|
||||||
December 31, 2018
|
|
|
|
|
|
||||||
Financial assets:
|
|
|
|
|
|
||||||
Derivatives:
|
|
|
|
|
|
||||||
Loan/lease interest rate swaps and caps
|
$
|
3,100
|
|
|
$
|
—
|
|
|
$
|
3,100
|
|
Commodity swaps and options
|
24,749
|
|
|
—
|
|
|
24,749
|
|
|||
Foreign currency forward contracts
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total derivatives
|
27,849
|
|
|
—
|
|
|
27,849
|
|
|||
Resell agreements
|
11,642
|
|
|
—
|
|
|
11,642
|
|
|||
Total
|
$
|
39,491
|
|
|
$
|
—
|
|
|
$
|
39,491
|
|
Financial liabilities:
|
|
|
|
|
|
||||||
Derivatives:
|
|
|
|
|
|
||||||
Loan/lease interest rate swaps
|
$
|
9,120
|
|
|
$
|
—
|
|
|
$
|
9,120
|
|
Commodity swaps and options
|
1,918
|
|
|
—
|
|
|
1,918
|
|
|||
Foreign currency forward contracts
|
147
|
|
|
—
|
|
|
147
|
|
|||
Total derivatives
|
11,185
|
|
|
—
|
|
|
11,185
|
|
|||
Repurchase agreements
|
1,360,298
|
|
|
—
|
|
|
1,360,298
|
|
|||
Total
|
$
|
1,371,483
|
|
|
$
|
—
|
|
|
$
|
1,371,483
|
|
|
|
|
Gross Amounts Not Offset
|
|
|
||||||||||
|
Net Amount
Recognized
|
|
Financial
Instruments
|
|
Collateral
|
|
Net
Amount
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
||||||||
Counterparty A
|
$
|
598
|
|
|
$
|
(598
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Counterparty B
|
7,255
|
|
|
(3,380
|
)
|
|
(3,875
|
)
|
|
—
|
|
||||
Counterparty C
|
81
|
|
|
(81
|
)
|
|
—
|
|
|
—
|
|
||||
Other counterparties
|
19,915
|
|
|
(2,084
|
)
|
|
(17,776
|
)
|
|
55
|
|
||||
Total derivatives
|
27,849
|
|
|
(6,143
|
)
|
|
(21,651
|
)
|
|
55
|
|
||||
Resell agreements
|
11,642
|
|
|
—
|
|
|
(11,642
|
)
|
|
—
|
|
||||
Total
|
$
|
39,491
|
|
|
$
|
(6,143
|
)
|
|
$
|
(33,293
|
)
|
|
$
|
55
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
||||||||
Counterparty A
|
$
|
4,293
|
|
|
$
|
(598
|
)
|
|
$
|
(3,651
|
)
|
|
$
|
44
|
|
Counterparty B
|
3,380
|
|
|
(3,380
|
)
|
|
—
|
|
|
—
|
|
||||
Counterparty C
|
326
|
|
|
(81
|
)
|
|
(245
|
)
|
|
—
|
|
||||
Other counterparties
|
3,186
|
|
|
(2,084
|
)
|
|
(725
|
)
|
|
377
|
|
||||
Total derivatives
|
11,185
|
|
|
(6,143
|
)
|
|
(4,621
|
)
|
|
421
|
|
||||
Repurchase agreements
|
1,360,298
|
|
|
—
|
|
|
(1,360,298
|
)
|
|
—
|
|
||||
Total
|
$
|
1,371,483
|
|
|
$
|
(6,143
|
)
|
|
$
|
(1,364,919
|
)
|
|
$
|
421
|
|
|
Gross Amount
Recognized
|
|
Gross Amount
Offset
|
|
Net Amount
Recognized
|
||||||
December 31, 2017
|
|
|
|
|
|
||||||
Financial assets:
|
|
|
|
|
|
||||||
Derivatives:
|
|
|
|
|
|
||||||
Loan/lease interest rate swaps and caps
|
$
|
2,140
|
|
|
$
|
—
|
|
|
$
|
2,140
|
|
Commodity swaps and options
|
1,592
|
|
|
—
|
|
|
1,592
|
|
|||
Foreign currency forward contracts
|
78
|
|
|
—
|
|
|
78
|
|
|||
Total derivatives
|
3,810
|
|
|
—
|
|
|
3,810
|
|
|||
Resell agreements
|
9,642
|
|
|
—
|
|
|
9,642
|
|
|||
Total
|
$
|
13,452
|
|
|
$
|
—
|
|
|
$
|
13,452
|
|
Financial liabilities:
|
|
|
|
|
|
||||||
Derivatives:
|
|
|
|
|
|
||||||
Loan/lease interest rate swaps
|
$
|
13,413
|
|
|
$
|
—
|
|
|
$
|
13,413
|
|
Commodity swaps and options
|
13,774
|
|
|
—
|
|
|
13,774
|
|
|||
Foreign currency forward contracts
|
188
|
|
|
—
|
|
|
188
|
|
|||
Total derivatives
|
27,375
|
|
|
—
|
|
|
27,375
|
|
|||
Repurchase agreements
|
1,117,199
|
|
|
—
|
|
|
1,117,199
|
|
|||
Total
|
$
|
1,144,574
|
|
|
$
|
—
|
|
|
$
|
1,144,574
|
|
|
|
|
Gross Amounts Not Offset
|
|
|
||||||||||
|
Net Amount
Recognized
|
|
Financial
Instruments
|
|
Collateral
|
|
Net
Amount
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
||||||||
Counterparty A
|
$
|
395
|
|
|
$
|
(395
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Counterparty B
|
1,028
|
|
|
(1,028
|
)
|
|
—
|
|
|
—
|
|
||||
Counterparty C
|
55
|
|
|
(55
|
)
|
|
—
|
|
|
—
|
|
||||
Other counterparties
|
2,332
|
|
|
(1,830
|
)
|
|
(387
|
)
|
|
115
|
|
||||
Total derivatives
|
3,810
|
|
|
(3,308
|
)
|
|
(387
|
)
|
|
115
|
|
||||
Resell agreements
|
9,642
|
|
|
—
|
|
|
(9,642
|
)
|
|
—
|
|
||||
Total
|
$
|
13,452
|
|
|
$
|
(3,308
|
)
|
|
$
|
(10,029
|
)
|
|
$
|
115
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
||||||||
Counterparty A
|
$
|
7,397
|
|
|
$
|
(395
|
)
|
|
$
|
(7,002
|
)
|
|
$
|
—
|
|
Counterparty B
|
4,466
|
|
|
(1,028
|
)
|
|
(3,101
|
)
|
|
337
|
|
||||
Counterparty C
|
1,520
|
|
|
(55
|
)
|
|
(1,450
|
)
|
|
15
|
|
||||
Other counterparties
|
13,992
|
|
|
(1,830
|
)
|
|
(11,215
|
)
|
|
947
|
|
||||
Total derivatives
|
27,375
|
|
|
(3,308
|
)
|
|
(22,768
|
)
|
|
1,299
|
|
||||
Repurchase agreements
|
1,117,199
|
|
|
—
|
|
|
(1,117,199
|
)
|
|
—
|
|
||||
Total
|
$
|
1,144,574
|
|
|
$
|
(3,308
|
)
|
|
$
|
(1,139,967
|
)
|
|
$
|
1,299
|
|
•
|
Level 1 Inputs
- Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
|
•
|
Level 2 Inputs
- Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.
|
•
|
Level 3 Inputs
- Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.
|
|
Level 1
Inputs
|
|
Level 2
Inputs
|
|
Level 3
Inputs
|
|
Total
Fair Value
|
||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury
|
$
|
3,427,689
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,427,689
|
|
Residential mortgage-backed securities
|
—
|
|
|
829,740
|
|
|
—
|
|
|
829,740
|
|
||||
States and political subdivisions
|
—
|
|
|
7,087,202
|
|
|
—
|
|
|
7,087,202
|
|
||||
Other
|
—
|
|
|
42,690
|
|
|
—
|
|
|
42,690
|
|
||||
Trading account securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury
|
21,928
|
|
|
—
|
|
|
—
|
|
|
21,928
|
|
||||
States and political subdivisions
|
—
|
|
|
2,158
|
|
|
—
|
|
|
2,158
|
|
||||
Derivative assets:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps, caps and floors
|
—
|
|
|
19,806
|
|
|
—
|
|
|
19,806
|
|
||||
Commodity swaps and options
|
—
|
|
|
26,768
|
|
|
—
|
|
|
26,768
|
|
||||
Foreign currency forward contracts
|
193
|
|
|
—
|
|
|
—
|
|
|
193
|
|
||||
Derivative liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps, caps and floors
|
—
|
|
|
18,520
|
|
|
—
|
|
|
18,520
|
|
||||
Commodity swaps and options
|
—
|
|
|
26,320
|
|
|
—
|
|
|
26,320
|
|
||||
Foreign currency forward contracts
|
147
|
|
|
—
|
|
|
—
|
|
|
147
|
|
||||
2017
|
|
|
|
|
|
|
|
||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury
|
$
|
3,445,153
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,445,153
|
|
Residential mortgage-backed securities
|
—
|
|
|
665,086
|
|
|
—
|
|
|
665,086
|
|
||||
States and political subdivisions
|
—
|
|
|
6,336,209
|
|
|
—
|
|
|
6,336,209
|
|
||||
Other
|
—
|
|
|
42,561
|
|
|
—
|
|
|
42,561
|
|
||||
Trading account securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury
|
19,210
|
|
|
—
|
|
|
—
|
|
|
19,210
|
|
||||
States and political subdivisions
|
—
|
|
|
1,888
|
|
|
—
|
|
|
1,888
|
|
||||
Derivative assets:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps, caps and floors
|
—
|
|
|
20,022
|
|
|
—
|
|
|
20,022
|
|
||||
Commodity swaps and options
|
—
|
|
|
14,408
|
|
|
1,233
|
|
|
15,641
|
|
||||
Foreign currency forward contracts
|
415
|
|
|
—
|
|
|
—
|
|
|
415
|
|
||||
Derivative liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps, caps and floors
|
—
|
|
|
18,754
|
|
|
—
|
|
|
18,754
|
|
||||
Commodity swaps and options
|
—
|
|
|
15,327
|
|
|
—
|
|
|
15,327
|
|
||||
Foreign currency forward contracts
|
239
|
|
|
—
|
|
|
—
|
|
|
239
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Level 2
|
|
|
|
|
|
||||||
Carrying value of impaired loans before allocations
|
$
|
12,517
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Specific valuation allowance allocations
|
(2,599
|
)
|
|
—
|
|
|
—
|
|
|||
Fair value
|
$
|
9,918
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Level 3
|
|
|
|
|
|
||||||
Carrying value of impaired loans before allocations
|
$
|
22,688
|
|
|
$
|
75,435
|
|
|
$
|
33,626
|
|
Specific valuation allowance allocations
|
9,260
|
|
|
(19,533
|
)
|
|
(3,961
|
)
|
|||
Fair value
|
$
|
31,948
|
|
|
$
|
55,902
|
|
|
$
|
29,665
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Foreclosed assets remeasured at initial recognition:
|
|
|
|
|
|
||||||
Carrying value of foreclosed assets prior to remeasurement
|
$
|
2,899
|
|
|
$
|
279
|
|
|
$
|
756
|
|
Charge-offs recognized in the allowance for loan losses
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
Fair value
|
$
|
2,899
|
|
|
$
|
279
|
|
|
$
|
753
|
|
Foreclosed assets remeasured subsequent to initial recognition:
|
|
|
|
|
|
||||||
Carrying value of foreclosed assets prior to remeasurement
|
$
|
1,823
|
|
|
$
|
89
|
|
|
$
|
492
|
|
Write-downs included in other non-interest expense
|
(473
|
)
|
|
(16
|
)
|
|
(217
|
)
|
|||
Fair value
|
$
|
1,350
|
|
|
$
|
73
|
|
|
$
|
275
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Level 2 inputs:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
3,955,779
|
|
|
$
|
3,955,779
|
|
|
$
|
5,053,047
|
|
|
$
|
5,053,047
|
|
Securities held to maturity
|
1,106,057
|
|
|
1,116,953
|
|
|
1,432,098
|
|
|
1,455,791
|
|
||||
Cash surrender value of life insurance policies
|
183,473
|
|
|
183,473
|
|
|
180,477
|
|
|
180,477
|
|
||||
Accrued interest receivable
|
188,989
|
|
|
188,989
|
|
|
167,508
|
|
|
167,508
|
|
||||
Level 3 inputs:
|
|
|
|
|
|
|
|
||||||||
Loans, net
|
13,967,601
|
|
|
13,933,239
|
|
|
12,990,301
|
|
|
12,981,165
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Level 2 inputs:
|
|
|
|
|
|
|
|
||||||||
Deposits
|
27,149,204
|
|
|
27,143,572
|
|
|
26,872,389
|
|
|
26,866,676
|
|
||||
Federal funds purchased and repurchase agreements
|
1,367,548
|
|
|
1,367,548
|
|
|
1,147,824
|
|
|
1,147,824
|
|
||||
Junior subordinated deferrable interest debentures
|
136,242
|
|
|
137,115
|
|
|
136,184
|
|
|
137,115
|
|
||||
Subordinated notes payable and other borrowings
|
98,708
|
|
|
98,458
|
|
|
98,552
|
|
|
105,311
|
|
||||
Accrued interest payable
|
7,394
|
|
|
7,394
|
|
|
3,358
|
|
|
3,358
|
|
|
Banking
|
|
Frost
Wealth
Advisors
|
|
Non-Banks
|
|
Consolidated
|
||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Net interest income (expense)
|
$
|
963,757
|
|
|
$
|
4,083
|
|
|
$
|
(9,948
|
)
|
|
$
|
957,892
|
|
Provision for loan losses
|
21,613
|
|
|
—
|
|
|
—
|
|
|
21,613
|
|
||||
Non-interest income
|
213,763
|
|
|
138,045
|
|
|
(522
|
)
|
|
351,286
|
|
||||
Non-interest expense
|
657,448
|
|
|
114,166
|
|
|
7,270
|
|
|
778,884
|
|
||||
Income (loss) before income taxes
|
498,459
|
|
|
27,962
|
|
|
(17,740
|
)
|
|
508,681
|
|
||||
Income tax expense (benefit)
|
52,928
|
|
|
5,872
|
|
|
(5,037
|
)
|
|
53,763
|
|
||||
Net income (loss)
|
445,531
|
|
|
22,090
|
|
|
(12,703
|
)
|
|
454,918
|
|
||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
8,063
|
|
|
8,063
|
|
||||
Net income (loss) available to common shareholders
|
$
|
445,531
|
|
|
$
|
22,090
|
|
|
$
|
(20,766
|
)
|
|
$
|
446,855
|
|
Revenues from (expenses to) external customers
|
$
|
1,177,520
|
|
|
$
|
142,128
|
|
|
$
|
(10,470
|
)
|
|
$
|
1,309,178
|
|
Average assets (in millions)
|
$
|
30,964
|
|
|
$
|
54
|
|
|
$
|
12
|
|
|
$
|
31,030
|
|
|
Banking
|
|
Frost
Wealth
Advisors
|
|
Non-Banks
|
|
Consolidated
|
||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Net interest income (expense)
|
$
|
856,593
|
|
|
$
|
17,644
|
|
|
$
|
(7,815
|
)
|
|
$
|
866,422
|
|
Provision for loan losses
|
35,460
|
|
|
—
|
|
|
—
|
|
|
35,460
|
|
||||
Non-interest income
|
207,810
|
|
|
128,819
|
|
|
(159
|
)
|
|
336,470
|
|
||||
Non-interest expense
|
644,072
|
|
|
108,931
|
|
|
6,066
|
|
|
759,069
|
|
||||
Income (loss) before income taxes
|
384,871
|
|
|
37,532
|
|
|
(14,040
|
)
|
|
408,363
|
|
||||
Income tax expense (benefit)
|
37,837
|
|
|
13,137
|
|
|
(6,760
|
)
|
|
44,214
|
|
||||
Net income (loss)
|
347,034
|
|
|
24,395
|
|
|
(7,280
|
)
|
|
364,149
|
|
||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
8,063
|
|
|
8,063
|
|
||||
Net income (loss) available to common shareholders
|
$
|
347,034
|
|
|
$
|
24,395
|
|
|
$
|
(15,343
|
)
|
|
$
|
356,086
|
|
Revenues from (expenses to) external customers
|
$
|
1,064,403
|
|
|
$
|
146,463
|
|
|
$
|
(7,974
|
)
|
|
$
|
1,202,892
|
|
Average assets (in millions)
|
$
|
30,391
|
|
|
$
|
43
|
|
|
$
|
16
|
|
|
$
|
30,450
|
|
|
|
|
|
|
|
|
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Net interest income (expense)
|
$
|
769,625
|
|
|
$
|
11,335
|
|
|
$
|
(4,624
|
)
|
|
$
|
776,336
|
|
Provision for loan losses
|
51,672
|
|
|
1
|
|
|
—
|
|
|
51,673
|
|
||||
Non-interest income
|
229,791
|
|
|
120,102
|
|
|
(185
|
)
|
|
349,708
|
|
||||
Non-interest expense
|
624,396
|
|
|
102,062
|
|
|
6,502
|
|
|
732,960
|
|
||||
Income (loss) before income taxes
|
323,348
|
|
|
29,374
|
|
|
(11,311
|
)
|
|
341,411
|
|
||||
Income tax expense (benefit)
|
33,683
|
|
|
10,281
|
|
|
(6,814
|
)
|
|
37,150
|
|
||||
Net income (loss)
|
289,665
|
|
|
19,093
|
|
|
(4,497
|
)
|
|
304,261
|
|
||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
8,063
|
|
|
8,063
|
|
||||
Net income (loss) available to common shareholders
|
$
|
289,665
|
|
|
$
|
19,093
|
|
|
$
|
(12,560
|
)
|
|
$
|
296,198
|
|
Revenues from (expenses to) external customers
|
$
|
999,416
|
|
|
$
|
131,437
|
|
|
$
|
(4,809
|
)
|
|
$
|
1,126,044
|
|
Average assets (in millions)
|
$
|
28,795
|
|
|
$
|
34
|
|
|
$
|
3
|
|
|
$
|
28,832
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Assets:
|
|
|
|
||||
Cash
|
$
|
11,397
|
|
|
$
|
9,301
|
|
Resell agreements
|
225,000
|
|
|
256,000
|
|
||
Total cash and cash equivalents
|
236,397
|
|
|
265,301
|
|
||
Investment in subsidiaries
|
3,362,474
|
|
|
3,274,921
|
|
||
Accrued interest receivable and other assets
|
9,122
|
|
|
3,006
|
|
||
Total assets
|
$
|
3,607,993
|
|
|
$
|
3,543,228
|
|
Liabilities:
|
|
|
|
||||
Junior subordinated deferrable interest debentures, net of unamortized issuance costs
|
$
|
136,242
|
|
|
$
|
136,184
|
|
Subordinated notes, net of unamortized issuance costs
|
98,708
|
|
|
98,552
|
|
||
Accrued interest payable and other liabilities
|
4,126
|
|
|
10,629
|
|
||
Total liabilities
|
239,076
|
|
|
245,365
|
|
||
Shareholders’ Equity
|
3,368,917
|
|
|
3,297,863
|
|
||
Total liabilities and shareholders’ equity
|
$
|
3,607,993
|
|
|
$
|
3,543,228
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Income:
|
|
|
|
|
|
||||||
Dividend income paid by Frost Bank
|
$
|
223,371
|
|
|
$
|
149,671
|
|
|
$
|
141,377
|
|
Dividend income paid by non-banks
|
953
|
|
|
915
|
|
|
895
|
|
|||
Interest and other income
|
1,828
|
|
|
421
|
|
|
33
|
|
|||
Total income
|
226,152
|
|
|
151,007
|
|
|
142,305
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Interest expense
|
9,948
|
|
|
7,815
|
|
|
4,624
|
|
|||
Salaries and employee benefits
|
1,973
|
|
|
1,202
|
|
|
1,828
|
|
|||
Other
|
7,016
|
|
|
6,373
|
|
|
5,933
|
|
|||
Total expenses
|
18,937
|
|
|
15,390
|
|
|
12,385
|
|
|||
Income before income taxes and equity in undistributed earnings of subsidiaries
|
207,215
|
|
|
135,617
|
|
|
129,920
|
|
|||
Income tax benefit
|
5,218
|
|
|
7,092
|
|
|
7,015
|
|
|||
Equity in undistributed earnings of subsidiaries
|
242,485
|
|
|
221,440
|
|
|
167,326
|
|
|||
Net income
|
454,918
|
|
|
364,149
|
|
|
304,261
|
|
|||
Preferred stock dividends
|
8,063
|
|
|
8,063
|
|
|
8,063
|
|
|||
Net income available to common shareholders
|
$
|
446,855
|
|
|
$
|
356,086
|
|
|
$
|
296,198
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
454,918
|
|
|
$
|
364,149
|
|
|
$
|
304,261
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Equity in undistributed earnings of subsidiaries
|
(242,485
|
)
|
|
(221,440
|
)
|
|
(167,326
|
)
|
|||
Stock-based compensation
|
721
|
|
|
519
|
|
|
520
|
|
|||
Net tax benefit from stock-based compensation
|
304
|
|
|
318
|
|
|
185
|
|
|||
Net change in other assets and other liabilities
|
(12,709
|
)
|
|
7,665
|
|
|
(940
|
)
|
|||
Net cash from operating activities
|
200,749
|
|
|
151,211
|
|
|
136,700
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities:
|
|
|
|
|
|
||||||
Net cash from investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Financing Activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of subordinated notes
|
—
|
|
|
98,434
|
|
|
—
|
|
|||
Principal payments on subordinated notes
|
—
|
|
|
(100,000
|
)
|
|
—
|
|
|||
Proceeds from stock option exercises
|
31,647
|
|
|
67,746
|
|
|
78,866
|
|
|||
Proceeds from stock-based compensation activities of subsidiaries
|
13,222
|
|
|
12,494
|
|
|
11,279
|
|
|||
Purchase of treasury stock
|
(101,010
|
)
|
|
(101,473
|
)
|
|
(1,290
|
)
|
|||
Cash dividends paid on preferred stock
|
(8,063
|
)
|
|
(8,063
|
)
|
|
(8,063
|
)
|
|||
Cash dividends paid on common stock
|
(165,449
|
)
|
|
(144,172
|
)
|
|
(134,902
|
)
|
|||
Net cash from financing activities
|
(229,653
|
)
|
|
(175,034
|
)
|
|
(54,110
|
)
|
|||
Net change in cash and cash equivalents
|
(28,904
|
)
|
|
(23,823
|
)
|
|
82,590
|
|
|||
Cash and cash equivalents at beginning of year
|
265,301
|
|
|
289,124
|
|
|
206,534
|
|
|||
Cash and cash equivalents at end of year
|
$
|
236,397
|
|
|
$
|
265,301
|
|
|
$
|
289,124
|
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
|
|
2018
|
|
|
|
|
|
2017
|
|
|
||||||||||
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Yield/
Cost
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Yield/
Cost
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing deposits
|
$
|
2,951,128
|
|
|
$
|
56,968
|
|
|
1.93
|
%
|
|
$
|
3,579,737
|
|
|
$
|
41,608
|
|
|
1.16
|
%
|
Federal funds sold and resell agreements
|
265,085
|
|
|
5,500
|
|
|
2.07
|
|
|
73,140
|
|
|
936
|
|
|
1.28
|
|
||||
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Taxable
|
4,222,688
|
|
|
86,370
|
|
|
2.03
|
|
|
4,892,827
|
|
|
92,979
|
|
|
1.92
|
|
||||
Tax-exempt
|
7,842,737
|
|
|
322,855
|
|
|
4.11
|
|
|
7,353,279
|
|
|
391,730
|
|
|
5.37
|
|
||||
Total securities
|
12,065,425
|
|
|
409,225
|
|
|
3.38
|
|
|
12,246,106
|
|
|
484,709
|
|
|
3.99
|
|
||||
Loans, net of unearned discount
|
13,617,940
|
|
|
674,177
|
|
|
4.95
|
|
|
12,460,148
|
|
|
542,703
|
|
|
4.36
|
|
||||
Total earning assets and average rate earned
|
28,899,578
|
|
|
1,145,870
|
|
|
3.96
|
|
|
28,359,131
|
|
|
1,069,956
|
|
|
3.79
|
|
||||
Cash and due from banks
|
496,418
|
|
|
|
|
|
|
505,611
|
|
|
|
|
|
||||||||
Allowance for loan losses
|
(149,315
|
)
|
|
|
|
|
|
(153,505
|
)
|
|
|
|
|
||||||||
Premises and equipment, net
|
536,056
|
|
|
|
|
|
|
522,625
|
|
|
|
|
|
||||||||
Accrued interest receivable and other assets
|
1,247,113
|
|
|
|
|
|
|
1,216,345
|
|
|
|
|
|
||||||||
Total assets
|
$
|
31,029,850
|
|
|
|
|
|
|
$
|
30,450,207
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-interest-bearing demand deposits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and individual
|
$
|
10,164,396
|
|
|
|
|
|
|
$
|
10,155,502
|
|
|
|
|
|
||||||
Correspondent banks
|
205,727
|
|
|
|
|
|
|
245,759
|
|
|
|
|
|
||||||||
Public funds
|
386,685
|
|
|
|
|
|
|
418,165
|
|
|
|
|
|
||||||||
Total non-interest-bearing demand deposits
|
10,756,808
|
|
|
|
|
|
|
10,819,426
|
|
|
|
|
|
||||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Private accounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Savings and interest checking
|
6,667,695
|
|
|
5,369
|
|
|
0.08
|
|
|
6,376,855
|
|
|
1,303
|
|
|
0.02
|
|
||||
Money market deposit accounts
|
7,645,624
|
|
|
59,175
|
|
|
0.77
|
|
|
7,502,494
|
|
|
12,721
|
|
|
0.17
|
|
||||
Time accounts
|
800,096
|
|
|
6,441
|
|
|
0.81
|
|
|
775,940
|
|
|
1,764
|
|
|
0.23
|
|
||||
Public funds
|
418,843
|
|
|
4,352
|
|
|
1.04
|
|
|
430,203
|
|
|
1,400
|
|
|
0.33
|
|
||||
Total interest-bearing deposits
|
15,532,258
|
|
|
75,337
|
|
|
0.49
|
|
|
15,085,492
|
|
|
17,188
|
|
|
0.11
|
|
||||
Total deposits
|
26,289,066
|
|
|
|
|
|
|
25,904,918
|
|
|
|
|
|
||||||||
Federal funds purchased and repurchase agreements
|
1,054,915
|
|
|
8,021
|
|
|
0.76
|
|
|
978,571
|
|
|
1,522
|
|
|
0.16
|
|
||||
Junior subordinated deferrable interest debentures
|
136,215
|
|
|
5,291
|
|
|
3.88
|
|
|
136,157
|
|
|
3,955
|
|
|
2.90
|
|
||||
Subordinated notes payable and other notes
|
98,635
|
|
|
4,657
|
|
|
4.72
|
|
|
90,037
|
|
|
3,860
|
|
|
4.29
|
|
||||
Total interest-bearing liabilities and average rate paid
|
16,822,023
|
|
|
93,306
|
|
|
0.55
|
|
|
16,290,257
|
|
|
26,525
|
|
|
0.16
|
|
||||
Accrued interest payable and other liabilities
|
166,643
|
|
|
|
|
|
|
167,260
|
|
|
|
|
|
||||||||
Total liabilities
|
27,745,474
|
|
|
|
|
|
|
27,276,943
|
|
|
|
|
|
||||||||
Shareholders’ equity
|
3,284,376
|
|
|
|
|
|
|
3,173,264
|
|
|
|
|
|
||||||||
Total liabilities and shareholders’ equity
|
$
|
31,029,850
|
|
|
|
|
|
|
$
|
30,450,207
|
|
|
|
|
|
||||||
Net interest income
|
|
|
$
|
1,052,564
|
|
|
|
|
|
|
$
|
1,043,431
|
|
|
|
||||||
Net interest spread
|
|
|
|
|
3.41
|
%
|
|
|
|
|
|
3.63
|
%
|
||||||||
Net interest income to total average earning assets
|
|
|
|
|
3.64
|
%
|
|
|
|
|
|
3.69
|
%
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||||||||||||||
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||||||||||||||
Average
Balance
|
|
Interest
Income/
Expense
|
|
Yield/
Cost
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Yield/
Cost
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Yield/
Cost
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Yield/
Cost
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
$
|
3,062,189
|
|
|
$
|
16,103
|
|
|
0.53
|
%
|
|
$
|
3,047,515
|
|
|
$
|
8,123
|
|
|
0.27
|
%
|
|
$
|
4,189,110
|
|
|
$
|
10,725
|
|
|
0.26
|
%
|
|
$
|
2,849,467
|
|
|
$
|
7,284
|
|
|
0.26
|
%
|
42,361
|
|
|
272
|
|
|
0.64
|
|
|
24,695
|
|
|
107
|
|
|
0.43
|
|
|
19,683
|
|
|
83
|
|
|
0.42
|
|
|
17,259
|
|
|
82
|
|
|
0.48
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
5,251,192
|
|
|
103,025
|
|
|
2.01
|
|
|
5,438,973
|
|
|
112,601
|
|
|
2.11
|
|
|
4,439,993
|
|
|
93,087
|
|
|
2.14
|
|
|
5,276,574
|
|
|
97,873
|
|
|
1.90
|
|
||||||||
6,806,448
|
|
|
369,335
|
|
|
5.57
|
|
|
6,175,925
|
|
|
340,417
|
|
|
5.59
|
|
|
4,929,665
|
|
|
271,543
|
|
|
5.58
|
|
|
3,618,347
|
|
|
206,442
|
|
|
5.75
|
|
||||||||
12,057,640
|
|
|
472,360
|
|
|
4.02
|
|
|
11,614,898
|
|
|
453,018
|
|
|
3.97
|
|
|
9,369,658
|
|
|
364,630
|
|
|
3.96
|
|
|
8,894,921
|
|
|
304,315
|
|
|
3.48
|
|
||||||||
11,554,823
|
|
|
463,299
|
|
|
4.01
|
|
|
11,267,402
|
|
|
439,651
|
|
|
3.90
|
|
|
10,299,025
|
|
|
447,036
|
|
|
4.34
|
|
|
9,229,574
|
|
|
421,114
|
|
|
4.56
|
|
||||||||
26,717,013
|
|
|
952,034
|
|
|
3.60
|
|
|
25,954,510
|
|
|
900,899
|
|
|
3.50
|
|
|
23,877,476
|
|
|
822,474
|
|
|
3.47
|
|
|
20,991,221
|
|
|
732,795
|
|
|
3.52
|
|
||||||||
513,441
|
|
|
|
|
|
|
531,534
|
|
|
|
|
|
|
554,439
|
|
|
|
|
|
|
559,361
|
|
|
|
|
|
||||||||||||||||
(151,901
|
)
|
|
|
|
|
|
(107,799
|
)
|
|
|
|
|
|
(97,932
|
)
|
|
|
|
|
|
(96,426
|
)
|
|
|
|
|
||||||||||||||||
562,875
|
|
|
|
|
|
|
513,624
|
|
|
|
|
|
|
363,790
|
|
|
|
|
|
|
310,544
|
|
|
|
|
|
||||||||||||||||
1,190,665
|
|
|
|
|
|
|
1,168,757
|
|
|
|
|
|
|
1,068,528
|
|
|
|
|
|
|
985,722
|
|
|
|
|
|
||||||||||||||||
$
|
28,832,093
|
|
|
|
|
|
|
$
|
28,060,626
|
|
|
|
|
|
|
$
|
25,766,301
|
|
|
|
|
|
|
$
|
22,750,422
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
$
|
9,215,962
|
|
|
|
|
|
|
$
|
9,334,604
|
|
|
|
|
|
|
$
|
8,384,376
|
|
|
|
|
|
|
$
|
6,967,933
|
|
|
|
|
|
||||||||||||
310,445
|
|
|
|
|
|
|
353,766
|
|
|
|
|
|
|
351,803
|
|
|
|
|
|
|
323,706
|
|
|
|
|
|
||||||||||||||||
507,912
|
|
|
|
|
|
|
491,440
|
|
|
|
|
|
|
388,851
|
|
|
|
|
|
|
366,135
|
|
|
|
|
|
||||||||||||||||
10,034,319
|
|
|
|
|
|
|
10,179,810
|
|
|
|
|
|
|
9,125,030
|
|
|
|
|
|
|
7,657,774
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
5,745,385
|
|
|
1,054
|
|
|
0.02
|
|
|
4,831,927
|
|
|
996
|
|
|
0.02
|
|
|
4,211,336
|
|
|
924
|
|
|
0.02
|
|
|
3,608,273
|
|
|
1,321
|
|
|
0.04
|
|
||||||||
7,466,252
|
|
|
4,673
|
|
|
0.06
|
|
|
7,715,890
|
|
|
6,418
|
|
|
0.08
|
|
|
7,342,967
|
|
|
7,852
|
|
|
0.11
|
|
|
6,596,764
|
|
|
10,091
|
|
|
0.15
|
|
||||||||
811,102
|
|
|
1,331
|
|
|
0.16
|
|
|
874,368
|
|
|
1,473
|
|
|
0.17
|
|
|
966,420
|
|
|
2,053
|
|
|
0.21
|
|
|
970,984
|
|
|
2,468
|
|
|
0.25
|
|
||||||||
454,786
|
|
|
190
|
|
|
0.04
|
|
|
438,763
|
|
|
137
|
|
|
0.03
|
|
|
407,006
|
|
|
193
|
|
|
0.05
|
|
|
434,299
|
|
|
579
|
|
|
0.13
|
|
||||||||
14,477,525
|
|
|
7,248
|
|
|
0.05
|
|
|
13,860,948
|
|
|
9,024
|
|
|
0.07
|
|
|
12,927,729
|
|
|
11,022
|
|
|
0.09
|
|
|
11,610,320
|
|
|
14,459
|
|
|
0.12
|
|
||||||||
24,511,844
|
|
|
|
|
|
|
24,040,758
|
|
|
|
|
|
|
22,052,759
|
|
|
|
|
|
|
19,268,094
|
|
|
|
|
|
||||||||||||||||
770,942
|
|
|
204
|
|
|
0.03
|
|
|
648,851
|
|
|
167
|
|
|
0.03
|
|
|
560,841
|
|
|
134
|
|
|
0.02
|
|
|
538,656
|
|
|
121
|
|
|
0.02
|
|
||||||||
136,100
|
|
|
3,281
|
|
|
2.41
|
|
|
136,042
|
|
|
2,725
|
|
|
2.00
|
|
|
130,477
|
|
|
2,488
|
|
|
1.89
|
|
|
122,524
|
|
|
6,426
|
|
|
5.19
|
|
||||||||
99,933
|
|
|
1,343
|
|
|
1.34
|
|
|
99,814
|
|
|
948
|
|
|
0.95
|
|
|
99,693
|
|
|
893
|
|
|
0.89
|
|
|
99,574
|
|
|
939
|
|
|
0.94
|
|
||||||||
15,484,500
|
|
|
12,076
|
|
|
0.08
|
|
|
14,745,655
|
|
|
12,864
|
|
|
0.09
|
|
|
13,718,740
|
|
|
14,537
|
|
|
0.11
|
|
|
12,371,074
|
|
|
21,945
|
|
|
0.18
|
|
||||||||
254,378
|
|
|
|
|
|
|
239,969
|
|
|
|
|
|
|
210,305
|
|
|
|
|
|
|
266,533
|
|
|
|
|
|
||||||||||||||||
25,773,197
|
|
|
|
|
|
|
25,165,434
|
|
|
|
|
|
|
23,054,075
|
|
|
|
|
|
|
20,295,381
|
|
|
|
|
|
||||||||||||||||
3,058,896
|
|
|
|
|
|
|
2,895,192
|
|
|
|
|
|
|
2,712,226
|
|
|
|
|
|
|
2,455,041
|
|
|
|
|
|
||||||||||||||||
$
|
28,832,093
|
|
|
|
|
|
|
$
|
28,060,626
|
|
|
|
|
|
|
$
|
25,766,301
|
|
|
|
|
|
|
$
|
22,750,422
|
|
|
|
|
|
||||||||||||
|
|
$
|
939,958
|
|
|
|
|
|
|
$
|
888,035
|
|
|
|
|
|
|
$
|
807,937
|
|
|
|
|
|
|
$
|
710,850
|
|
|
|
||||||||||||
|
|
|
|
3.52
|
%
|
|
|
|
|
|
3.41
|
%
|
|
|
|
|
|
3.36
|
%
|
|
|
|
|
|
3.34
|
%
|
||||||||||||||||
|
|
|
|
3.56
|
%
|
|
|
|
|
|
3.45
|
%
|
|
|
|
|
|
3.41
|
%
|
|
|
|
|
|
3.41
|
%
|
(a)
|
The following documents are filed as part of this Annual Report on Form 10-K:
|
1.
|
Consolidated Financial Statements.
Reference is made to Part II, Item 8, of this Annual Report on Form 10-K.
|
2.
|
Consolidated Financial Statement Schedules.
These schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.
|
3.
|
Exhibits.
The exhibits to this Annual Report on Form 10-K listed below have been included only with the copy of this report filed with the Securities and Exchange Commission.
|
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Filed
Herewith
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
|
|
|
10-Q
|
|
001-13221
|
|
3.1
|
|
|
7/26/2006
|
|
3.2
|
|
|
|
|
8-K
|
|
001-13221
|
|
3.2
|
|
|
1/28/2016
|
|
3.3
|
|
|
|
|
8-A
|
|
001-13221
|
|
3.3
|
|
|
2/15/2013
|
|
4.1P*
|
|
Instruments Defining the Rights of Holders of Long-Term Debt
|
|
|
|
|
|
|
|
|
|
|
|
10.1+
|
|
|
X
|
|
|
|
|
|
|
|
|
||
10.2+
|
|
|
X
|
|
|
|
|
|
|
|
|
||
10.3+
|
|
|
X
|
|
|
|
|
|
|
|
|
||
10.4+
|
|
|
X
|
|
|
|
|
|
|
|
|
||
10.5+
|
|
|
X
|
|
|
|
|
|
|
|
|
||
10.6+
|
|
|
X
|
|
|
|
|
|
|
|
|
||
10.7+
|
|
|
X
|
|
|
|
|
|
|
|
|
||
10.8+
|
|
|
X
|
|
|
|
|
|
|
|
|
||
10.9+
|
|
|
|
DEF 14A
|
001-13221
|
|
Annex A
|
|
|
3/20/2013
|
|||
10.10+
|
|
|
|
|
S-8
|
|
333-143397
|
|
4.4
|
|
|
5/31/2007
|
|
10.11+
|
|
|
|
DEF 14A
|
001-13221
|
|
Annex A
|
|
|
3/23/2015
|
|||
10.12+
|
|
|
|
|
10-K
|
|
001-13221
|
|
10.12
|
|
|
2/3/2017
|
|
10.13+
|
|
|
X
|
|
|
|
|
|
|
|
|
||
21.1
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
24.1
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
32.1++
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
32.2++
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
101
|
|
Interactive Data File
|
|
X
|
|
|
|
|
|
|
|
|
|
*
|
We agree to furnish to the SEC, upon request, copies of any such instruments.
|
+
|
Management contract or compensatory plan or arrangement.
|
++
|
This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
|
(b)
|
Exhibits - See exhibit index included in Item 15(a)3 of this Annual Report on Form 10-K.
|
(c)
|
Financial Statement Schedules - See Item 15(a)2 of this Annual Report on Form 10-K.
|
Date:
|
February 6, 2019
|
CULLEN/FROST BANKERS, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
By:
|
/s/ JERRY SALINAS
|
|
|
|
Jerry Salinas
Group Executive Vice President and Chief Financial Officer
|
Signature
|
Title
|
Date
|
|
|
|
/s/ PHILLIP D. GREEN*
|
Chairman of the Board, Director and Chief Executive Officer (Principal Executive Officer)
|
February 6, 2019
|
Phillip D. Green
|
|
|
|
|
|
/s/ JERRY SALINAS
|
Group Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
February 6, 2019
|
Jerry Salinas
|
|
|
|
|
|
/s/ CARLOS ALVAREZ*
|
Director
|
February 6, 2019
|
Carlos Alvarez
|
|
|
|
|
|
/s/ CHRIS AVERY*
|
Director
|
February 6, 2019
|
Chris Avery
|
|
|
|
|
|
/s/ CYNTHIA COMPARIN*
|
Director
|
February 6, 2019
|
Cynthia Comparin
|
|
|
|
|
|
/s/ SAM DAWSON*
|
Director
|
February 6, 2019
|
Sam Dawson
|
|
|
|
|
|
/s/ CRAWFORD H. EDWARDS*
|
Director
|
February 6, 2019
|
Crawford H. Edwards
|
|
|
|
|
|
/s/ PATRICK B. FROST*
|
Director and President of Frost Bank
|
February 6, 2019
|
Patrick B. Frost
|
|
|
|
|
|
/s/ DAVID J. HAEMISEGGER*
|
Director
|
February 6, 2019
|
David J. Haemisegger
|
|
|
|
|
|
/s/ JARVIS V. HOLLINGSWORTH
|
Director
|
February 6, 2019
|
Jarvis V. Hollingsworth
|
|
|
|
|
|
/s/ KAREN E. JENNINGS*
|
Director
|
February 6, 2019
|
Karen E. Jennings
|
|
|
|
|
|
/s/ RICHARD M. KLEBERG, III*
|
Director
|
February 6, 2019
|
Richard M. Kleberg, III
|
|
|
|
|
|
/s/ CHARLES W. MATTHEWS*
|
Director
|
February 6, 2019
|
Charles W. Matthews
|
|
|
|
|
|
/s/ IDA CLEMENT STEEN*
|
Director
|
February 6, 2019
|
Ida Clement Steen
|
|
|
|
|
|
/s/ GRAHAM WESTON*
|
Director
|
February 6, 2019
|
Graham Weston
|
|
|
|
|
|
/s/ HORACE WILKINS, JR.*
|
Director
|
February 6, 2019
|
Horace Wilkins, Jr.
|
|
|
*By: /s/ JERRY SALINAS
|
Group Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
February 6, 2019
|
Jerry Salinas
As attorney-in-fact for the persons indicated
|
|
|
(a)
|
“Account”
means the recordkeeping account which is maintained in the name of the Participant to account for any Employer Contributions and Credited Earnings which may be credited to his Account from time to time.
|
(b)
|
“Accrued Benefit”
means the benefit payable to a vested Participant pursuant to the terms of Plan section 4.1(a)(1).
|
(c)
|
“Actuarial Equivalent”
means a benefit of equivalent value, computed on the basis of the “1984 Unisex Pension Mortality Table” (“UP-1984 Mortality Table”) and an 8 percent annual interest rate assumption, except as otherwise specified in the Plan.
|
(d)
|
“Affiliate”
means
|
(1)
|
Any entity or organization that, together with the Company, is part of a controlled group of corporations, within the meaning of Code section 414(b);
|
(2)
|
Any trade or business that, together with the Company, is under common control, within the meaning of Code section 414(c); and
|
(3)
|
Any entity or organization that is required to be aggregated with the Company, pursuant to Code sections 414(m) or 414(o).
|
(e)
|
“Applicable Code Restrictions”
means the compensation or contribution limitations and restrictions that are applicable under Code sections 401(a)(17) and 415.
|
(f)
|
“Beneficiary”
means the person, persons or trust designated by a Participant, as provided in Plan section 10.1.
|
(g)
|
“Board of Directors”
means the Board of Directors of the Company.
|
(h)
|
“Change of Control”
means the occurrence of any of the following:
|
(1)
|
The acquisition by any person, entity or “group” (as defined in section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)) as beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the then outstanding securities of the Company.
|
(2)
|
A change in the composition of the Board of Directors occurring within a 12-month period, as a result of which fewer than a majority of the directors are Incumbent Directors; or
|
(3)
|
The acquisition by any person, entity or “group” (as defined in section 13(d)(3) of the Exchange Act) during a 12-month period of at least 40% of the gross fair market value of the Company’s assets.
|
(i)
|
“Code”
means the Internal Revenue Code of 1986, as amended.
|
(j)
|
“Committee”
means the administrative committee appointed by the Board of Directors, the Compensation and Benefits Committee, or the designee of either to administer this Plan in accordance with Article 6 of the Plan.
|
(k)
|
“Company”
means Cullen/Frost Bankers, Inc., or any successor organization to the Company.
|
(l)
|
“Compensation Committee”
means the Compensation Committee of the Board of Directors.
|
(m)
|
“Credited Earnings”
means the earnings or losses credited to a Participant’s ESOP Contributions Account.
|
(n)
|
“Disability”
means a total and permanent disability within the meaning of the Social Security Act.
|
(o)
|
“Early Retirement Age”
means the attainment of age 55 while in active service with the Company.
|
(p)
|
“Eligible Employee”
means an Employee of an Employer who
|
(1)
|
Is a Participant under the Retirement Plan, and, if applicable, The 401(k) Stock Purchase Plan; and
|
(2)
|
Who is designated as an “Eligible Employee” as provided in Plan section 3.1.
|
(q)
|
“Employee”
means any person who is employed by the Company or an Affiliate and who is classified as a common-law Employee in the employment records of the Company or an Affiliate (other than a leased employee within the meaning of Code section 414(n)(2)).
|
(r)
|
“Employer”
means the Company and each other employer who is a participating employer under The 401(k) Stock Purchase Plan or the Retirement Plan and who has elected to become a participating employer under this Plan as provided in Article 9.
|
(s)
|
“Employer Contributions”
means the potential contributions made to the Plan by an Employer.
|
(t)
|
“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.
|
(u)
|
“ESOP”
means the former stand-alone employee stock ownership plan sponsored by the Company that was merged into The 401(k) Stock Purchase Plan.
|
(v)
|
“ESOP Contributions”
means the contributions described in Plan section 4.1.
|
(w)
|
“ESOP Contributions Account”
means the recordkeeping subaccount which is maintained to reflect ESOP Contributions previously allocated to the Account by virtue of the Applicable Code Restrictions prior to January 1, 1991 and to reflect Credited Earnings as may be credited to that subaccount from time to time. No amount credited to the ESOP Contributions Account, whether on behalf of a Grandfathered Participant or a Nongrandfathered Participant, is subject to Code section 409A.
|
(x)
|
“Fund Account”
means the “unfunded” trust arrangement as described in Plan section 7.2.
|
(y)
|
“Grandfathered Participant”
means a Participant who attained his Early Retirement Age prior to January 1, 2005. The pre-2005 Accrued Benefit and the pre-2005 Account, if any, of a Grandfathered Participant will not be subject to Code section 409A.
|
(z)
|
“Incumbent Director”
means a director on the Board of Directors who either is:
|
(1)
|
A Director of the Company as of January 1, 2009; or
|
(2)
|
Elected, or nominated for election, to the Board of Directors with the affirmative votes of at least two-thirds of the Incumbent Directors at the time of such election or nomination (but shall not include an individual not otherwise an Incumbent Director whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company).
|
(aa)
|
“Nongrandfathered Participant”
means a Participant who attained his Early Retirement Age after December 31, 2004. The Accrued Benefit of a Nongrandfathered Participant will be subject to Code section 409A because the Plan permits Nongrandfathered Participants to become eligible for enhanced early retirement benefits based on service provided to his Employer after December 31, 2004. A Nongrandfathered Participant may also have an Account composed of ESOP Contributions made prior to 2005. The ESOP Contributions for a Nongrandfathered Participant, if applicable, are not subject to Code section 409A.
|
(cc)
|
“Plan”
means the Cullen/Frost Restoration Benefit Plan as set forth in this document and as the same may be amended from time to time.
|
(dd)
|
“Restoration Contribution”
means the hypothetical contribution made to this Plan on account of the Applicable Code Restrictions that apply to The 401(k) Stock Purchase Plan and the Retirement Plan.
|
(ee)
|
“Retirement Plan”
means the Retirement Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates, and as the same may be amended from time to time.
|
(ff)
|
“Retirement Plan Account”
means the recordkeeping subaccount which is maintained to reflect accruals allocated to the Account by virtue of the Applicable Code Restrictions.
|
(gg)
|
“Separation from Service”
means a Participant who ceases to be an Employee or otherwise separates from the service of the Company or an Affiliate on account of the Participant’s retirement, death or other termination of employment. Whether or not a Participant has incurred a Separation from Service will be based on all surrounding relevant circumstances, including, but not limited to, the reasonable belief of both the Participant and the Company (or Affiliate) that the Participant will perform no future services as an Employee for the Company or an Affiliate, as applicable. For purposes of this defined term, no Separation from Service will be deemed to have occurred if the Participant transfers employment from the Company or an Affiliate to another member of the Company’s Code section 414 controlled group. For this purpose, controlled group membership will include the Company and all Affiliates. A payment under this Plan shall be deemed to be on account of a Separation from Service if payment of the benefit is made by the end of the calendar year in which the Separation from Service occurs or, if later, within 2 ½ months following such Separation from Service. Additional delays in payment may be required for Participants who are Specified Employees so as to comply with the required six-month payment delay unless such six-month payment delay is not required by virtue of a permitted exception under Code section 409A and related Treasury Regulations.
|
(hh)
|
“Service”
means a period or periods of employment of an Employee with an Employer or a nonparticipating Affiliate as more fully set forth in the Retirement Plan.
|
(ii)
|
“Specified Employee”
means a Participant qualifying as a “key employee” for purposes of Code section 416 (determined without regard to Code section 416(i)(5)) by satisfying any one of the following conditions at any time during the 12-month period ending on each December 31 (“Identification Date”):
|
(1)
|
The Participant is among the top-paid 50 officers of the Company with annual compensation (within the meaning of Code section 415(c)(3)) in excess of $145,000 (subject to cost-of-living adjustments);
|
(2)
|
The Participant is a five-percent owner; or
|
(3)
|
The Participant is a one-percent owner and has annual compensation in excess of $150,000.
|
(jj)
|
“Spouse”
means with respect to a Participant, a person of the opposite sex from the Participant, who is the Participant’s husband or wife (as applicable) under applicable state law to whom the Participant has been legally married during the 12-month period immediately preceding the Participant’s date of death, if such death is earlier than the date the Participant has a Separation from Service. No individual, including an individual of the opposite sex, shall be the Spouse of a Participant on account of the fact that the individual is registered as the domestic partner of the Participant under state law, even if state law provides that the domestic partners shall have the same rights, protections, and benefits, under state law, as married persons. No individual shall be the Spouse of a Participant unless the person would be treated as the “Spouse” of the Participant under 1 USC section 7 (relating to the definition of a “spouse” for purposes of federal law, as added by the Defense of Marriage Act).
|
(kk)
|
“The 401(k) Stock Purchase Plan”
means The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates.
|
(ll)
|
“Trust Fund”
means the trust fund established for The 401(k) Stock Purchase Plan.
|
(a)
|
Pre-2005 Benefit.
The benefit payable to a Participant (or, if applicable, his Beneficiary) who has a vested benefit upon his Separation from Service composed of the Participant’s pre-2005 benefit, if applicable, shall be:
|
(1)
|
An amount equal to the excess, if any, of
|
(A)
|
The value of a single life annuity which would have been payable to the Participant under the Retirement Plan, if the provisions of the Retirement Plan were administered without regard to the limitations of Code sections 415 and 401(a)(17),
|
(B)
|
The value of a single life annuity which is in fact payable to the Participant under the Retirement Plan; and
|
(2)
|
An amount equal to the balance, if any, credited to his Account, determined as follows:
|
(A)
|
For plan years beginning prior to January 1, 1991, there shall be credited to the recordkeeping account annually an amount equal to the excess, if any, of:
|
(i)
|
The total value of the annual addition which would have been allocated to the Participant under the ESOP during the relevant plan year, if the provisions of the ESOP were administered without regard to the maximum annual addition limitations of Code sections 415 and 401(a)(17),
|
(ii)
|
The value of the annual addition which is in fact allocated to the Participant under the ESOP during said plan year;
|
(B)
|
For plan years beginning after December 31, 1990, there shall be credited to the recordkeeping account annually an amount equal to the excess, if any, of:
|
(i)
|
The total value of the “ESOP Contributions” (as defined in The 401(k) Stock Purchase Plan) which would have been allocated to the Participant under The 401(k) Stock Purchase Plan during the relevant plan year, if the provisions of The 401(k) Stock Purchase Plan were administered without regard to the maximum annual addition limitations of Code sections 415 and 401(a)(17),
|
(ii)
|
The value of the annual ESOP Contributions which are in fact allocated to the Participant under The 401(k) Stock Purchase Plan during said plan year; and
|
(C)
|
The Account shall be adjusted to reflect all payments, distributions, and any expenses charged to the Participant’s Account and all hypothetical earnings, dividends, stock splits, gains, or losses on the amounts credited to his Account, with each such adjustment being made as soon as administratively feasible following the event giving rise to the adjustment. In making such adjustments, the hypothetical earnings, dividends, stock splits, gains, or losses shall be determined based upon the experience of the Trust Fund during the same period.
|
(b)
|
Post-2004 Benefit.
The benefit payable to a Participant (or, if applicable, his Beneficiary) who has a vested benefit upon his Separation from Service composed of the Participant’s post-2004 benefit, if applicable, shall be:
|
(1)
|
An amount equal to the excess, if any, of
|
(A)
|
The value of a single life annuity which would have been payable to the Participant under the Retirement Plan, if the provisions of the Retirement Plan were administered without regard to the limitations of Code sections 415 and 401(a)(17),
|
(B)
|
The value of a single life annuity which is in fact payable to the Participant under the Retirement Plan; and
|
(a)
|
The Participant’s breach of any fiduciary duty to an Employer;
|
(b)
|
The Participant’s knowing failure or refusal to comply with laws or regulations applicable to an Employer and its business;
|
(c)
|
The Participant’s commission of any criminal or fraudulent acts against an Employer as an Employee; or
|
(d)
|
The Participant’s gross or willful misconduct as an Employee resulting in loss to an Employer or any other Affiliate of the Company, or damage to the reputation of an Employer or any other Affiliate of the Company.
|
(a)
|
To establish rules, policies, and procedures for administration of the Plan;
|
(b)
|
To construe and interpret the Plan, to decide all questions of eligibility, and to determine the amount, manner, and time of payment of any benefits hereunder;
|
(c)
|
To make a determination as to the right of any person to a benefit and the amount thereof;
|
(d)
|
To obtain from the Company such information as shall be necessary for the proper administration of the Plan;
|
(e)
|
To prepare and distribute information explaining the Plan;
|
(f)
|
To keep all records necessary for the operation and administration of the Plan;
|
(g)
|
To prepare and file any reports, descriptions, or forms required by the Code or ERISA; and
|
(h)
|
To designate or employ agents and counsel (who may also be persons employed by the Company) and direct them to exercise the powers of the Committee.
|
(a)
|
The Company (including any successor employer, as applicable) shall indemnify and hold harmless each of the following persons (“Indemnified Persons”) under the terms and conditions of subsection (b).
|
(1)
|
The Committee; and
|
(2)
|
Each Employee, former Employee, current and former members of the Committee, or current or former members of the Board of Directors who have, or had, responsibility (whether by delegation from another person, an allocation of responsibilities under the terms of this Plan document, or otherwise) for a fiduciary duty, a non-fiduciary settlor function (such as deciding whether to approve a plan amendment), or a non-fiduciary administrative task relating to the Plan.
|
(b)
|
The Company shall indemnify and hold harmless each Indemnified Person against any and all claims, losses, damages, and expenses, including reasonable attorneys’ fees and court costs, incurred by that person on account of his good-faith actions or failures to act with respect to his responsibilities relating to the Plan. The Company’s indemnification shall include payment of any amounts due under a settlement of any lawsuit or investigation, but only if the Company agrees to the settlement.
|
(1)
|
An Indemnified Person shall be indemnified under this Plan section 6.4 only if he notifies an Appropriate Person (defined below) at the Company of any claim asserted against or any investigation of the Indemnified Person that relates to the Indemnified Person’s responsibilities with respect to the Plan.
|
(A)
|
An “Appropriate Person” is one or more of the following individuals at the Company:
|
(i)
|
The Chief Executive Officer,
|
(ii)
|
The Chief Financial Officer,
|
(iii)
|
Its General Counsel,
|
(iv)
|
Treasurer, or
|
(v)
|
Group Executive Vice President, HR.
|
(B)
|
The notice may be provided orally or in writing. The notice must be provided to the Appropriate Person promptly after the Indemnified Person becomes aware of the claim or investigation. No indemnification shall be provided under this Plan section 6.4 to the extent that the Company is materially prejudiced by the unreasonable delay of the Indemnified Person in notifying an Appropriate Person of the claim or investigation.
|
(2)
|
An Indemnified Person shall be indemnified under this Plan section 6.4 with respect to attorneys’ fees, court costs, or other litigation expenses or any settlement of such litigation only if the Indemnified Person agrees to permit the Company to select counsel and to conduct the defense of the lawsuit and agrees not to take any action in the lawsuit that the Company believes would be prejudicial to the Company’s interests.
|
(3)
|
No Indemnified Person, including an Indemnified Person who is a former Employee, shall be indemnified under this Plan section 6.4 unless he makes himself reasonably available to assist the Company with respect to the matters in issue and agrees to provide whatever documents, testimony, information, materials, or other forms of assistance that the Company shall reasonably request.
|
(4)
|
No Indemnified Person shall be indemnified under this Plan section 6.4 with respect to any action or failure to act that is judicially determined to constitute or be attributable to the gross negligence or willful misconduct of the Indemnified Person.
|
(5)
|
Payments of any indemnity under this Plan section 6.4 shall only be made from assets of the Company. The provisions of this Plan section 6.4 shall not preclude or limit such further indemnities or reimbursement under this Plan as allowable under applicable law, as may be available under insurance purchased by the Company, or as may be provided by the Company under any by-law, agreement or otherwise, provided that no expense shall be indemnified under this Plan section 6.4 that is otherwise indemnified by the Company, by an insurance contract purchased by the Company, or by this Plan.
|
(a)
|
The right of a Participant or any other person entitled to claim a benefit under the Plan (collectively “Claimants”) to a benefit shall be determined by the Committee, provided, however, that the Committee may delegate its responsibility to any person.
|
(1)
|
The Claimant (or an authorized representative of a Claimant) may file a claim for benefits by written notice to the Committee. The Committee shall establish procedures for determining whether a person is authorized to represent a Claimant.
|
(2)
|
Any claim for benefits under the Plan, pursuant to this Plan section 6.6, shall be filed with the Committee no later than three months after the date of the Participant’s termination of employment. The Committee in its sole discretion shall determine whether this limitation period has been exceeded.
|
(3)
|
Notwithstanding anything to the contrary in this Plan, the following shall not be a claim for purposes of this Plan section 6.6:
|
(A)
|
A request for determination of eligibility, participation, or benefit calculation under the Plan without an accompanying claim for benefits under the Plan. The determination of eligibility, participation, or benefit calculation under the Plan may be necessary to resolve a claim, in which case such determination shall be made in accordance with the claims procedures set forth in this Plan section 6.6.
|
(B)
|
Any casual inquiry relating to the Plan, including an inquiry about benefits or the circumstances under which benefits might be paid under the Plan.
|
(C)
|
A claim that is defective or otherwise fails to follow the procedures of the Plan (e.g., a claim that is addressed to a party other than the Committee or an oral claim).
|
(D)
|
An application or request for benefits under the Plan.
|
(b)
|
If a claim for benefits is wholly or partially denied, the Committee shall, within a reasonable period of time, but no later than 90 days after receipt of the claim, notify the Claimant of the denial of benefits. If special circumstances justify extending the period up to an additional 90 days, the Claimant shall be given written notice of this extension within the initial 90-day period, and such notice shall set forth the special circumstances and the date a decision is expected. A notice of denial:
|
(1)
|
Shall be written in a manner calculated to be understood by the Claimant; and
|
(2)
|
Shall contain:
|
(A)
|
The specific reasons for denial of the claim;
|
(B)
|
Specific reference to the Plan provisions on which the denial is based;
|
(C)
|
A description of any additional material or information necessary for the Claimant to perfect the claim, along with an explanation as to why such material or information is necessary; and
|
(D)
|
An explanation of the Plan’s claim review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under BRISA section 502(a) following an adverse determination on review.
|
(c)
|
Within 60 days of the receipt by the Claimant of the written denial of his or her claim or, if the claim has not been granted, within a reasonable period of time (which shall not be less than the 90 or 180 days described in subsection (b)), the Claimant (or an authorized representative of a Claimant) may file a written request with the Committee that it conduct a full review of the denial of the claim. In connection with the Claimant’s appeal, upon request, the Claimant may review and obtain copies of all documents, records and other information relevant to the Claimant’s claim for benefits (but not including any document, record or information that is subject to any attorney-client or work-product privilege) and may submit issues and comments in writing. The Claimant may submit written comments, documents, records, and other information relating to the claim for benefits. All comments, documents, records, and other information submitted by the Claimant shall be taken into account in the appeal without regard to whether such information was submitted or considered in the initial benefit determination.
|
(d)
|
The Committee shall deliver to the Claimant a written decision on the claim promptly, but no later than 60 days after the receipt of the Claimant’s request for such review, unless special circumstances exist that justify extending this period up to an additional 60 days. If the period is extended, the Claimant shall be given written notice of this extension during the initial 60-day period and such notice shall set forth the special circumstances and the date a decision is expected. The decision on review of the denial of the claim:
|
(1)
|
Shall be written in a manner calculated to be understood by the Claimant;
|
(2)
|
Shall include specific reasons for the decision;
|
(3)
|
Shall contain specific references to the Plan provisions on which the decision is based;
|
(4)
|
Shall contain a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and other information relevant to the Claimant’s claim for benefits. Whether a document, record, or other information is relevant to a claim for benefits shall be determined by reference to U.S. Department of Labor Regulations section 2560; and
|
(5)
|
Shall contain a statement of the Claimant’s right to bring a civil action under ERISA section 502(a) following an adverse determination on review.
|
(e)
|
The Plan provides that no lawsuit may be initiated by any person before fully pursuing the procedures set out in this Plan section 6.6, including the appeal permitted pursuant to subsection (c). In addition, no legal action may be commenced later than 365 days subsequent to the date of the written response of the Committee to a Claimant’s request for review pursuant to subsection (d).
|
(a)
|
The termination does not occur proximate to a downturn in the financial health of the Company;
|
(b)
|
All nonqualified nonelective account and nonaccount-based retirement plans maintained by the Company and all Affiliates that would be aggregated with the Plan under Code section 409A are terminated when the Plan is terminated;
|
(c)
|
No payments are made within 12 months after the date when the Company takes all steps necessary to terminate and liquidate the Plan, other than payments made pursuant to the Plan’s otherwise applicable distribution provisions;
|
(d)
|
All benefits are distributed within 24 months after the date when the Company takes all steps necessary to terminate and liquidate the Plan; and
|
(e)
|
Neither the Company nor any Affiliate establishes a new nonqualified, nonelective account or nonaccount-based plan that would be aggregated with the Plan under Code section 409A at any time within three years after the date when the Company takes all steps necessary to terminate and liquidate the Plan.
|
(a)
|
Executing an adoption instrument adopting the Plan, and agreeing to be bound as a participating Employer by all the terms, provisions, conditions, and limitations of the Plan; and
|
(b)
|
Compiling and submitting all information required by the Company with reference to persons in its employment eligible for membership in the Plan.
|
(a)
|
No benefit amount payable under the Plan shall be payable until and unless any and all amounts representing debts or other obligations owed to the Company or other Employer by the Participant with respect to whom such amount would otherwise be payable shall have been fully paid, and
|
(b)
|
The Committee shall also establish procedures to determine whether a Participant’s Plan benefit is subject to a legally enforceable domestic relations order, whether or not the domestic relations order is intended to be a qualified domestic relations order within the meaning of Code section 414(p).
|
By:
|
/s/ Richard W. Evans, Jr.
|
Its:
|
Chairman
|
By:
|
/s/ Emily Skillman
|
Its:
|
Group Executive Vice President
(Corporate Seal)
|
Note:
The present value of benefits that vested before January 1, 2005 are “grandfathered” under the AJCA, and, therefore, remain subject to the Restoration Plan provisions that were in effect prior to the AJCA. Please refer to the Restoration Plan document for additional details.
|
|
|
|
|
|
|
|
||
Participant Name (Last)
|
|
(First)
|
|
(M.I.)
|
|
Social Security Number
|
||
|
|
|
|
|
|
|
||
|
|
|
||||||
Home Phone Number
|
|
Office Phone Number
|
¨
|
Single life annuity
|
¨
|
50% joint and survivor annuity
|
¨
|
100% joint and survivor annuity
|
¨
|
50% joint and survivor annuity with ten-year certain payment
|
¨
|
66-2/3% joint and survivor annuity with ten-year certain payment
|
¨
|
Ten-year certain and life annuity
|
¨
|
Single life annuity
|
¨
|
50% joint and survivor annuity
|
¨
|
100% joint and survivor annuity
|
¨
|
50% joint and survivor annuity with ten-year certain payment
|
¨
|
66-2/3% joint and survivor annuity with ten-year certain payment
|
¨
|
Ten-year certain and life annuity
|
|
|
|
Your signature
|
|
Date
|
(jj)
|
“Spouse”
means with respect to a Participant, a person who is the Participant’s husband or wife (as applicable) under applicable state law to whom the Participant has been legally married during the 12-month period immediately preceding the Participant’s date of death, if such death is earlier than the date the Participant has a Separation from Service. For purposes of the Plan, the term “Spouse” does not include parties to a registered domestic partnership, civil union, or other similar formal relationship recognized under the laws of a state (or foreign jurisdiction) but which is not recognized as a marriage under that state (or foreign jurisdiction), even if such state or other applicable law provides that persons in these relationships have the same rights, protections, and benefits as married persons.
|
By:
|
/s/ Richard W. Evans, Jr.
|
Its:
|
Chairman and CEO
|
By:
|
/s/ Emily Skillman
|
(a)
|
Providing an opportunity for Eligible Employees to become shareholders of Cullen/Frost, thereby strengthening their direct interest in the progress and success of Cullen/Frost, and
|
(b)
|
Assisting the Employer in attracting and retaining capable personnel.
|
(a)
|
“Account”
means the recordkeeping account which is maintained in the name of a Participant to account for his total proportionate interest in the Thrift Recordkeeping Account and which consists of the sum of the following subaccounts:
|
(1)
|
“Employer Contribution Account”
means that portion of the Participant’s Account which represents the Employer Contributions made on his behalf by an Employer under Article 4, including any items attributable thereto and allocated under the Thrift Recordkeeping Account as provided in Plan section 7.3; and
|
(2)
|
“Participant Contribution Account”
means that portion of such Participant’s Account which represents Participant Contributions made on behalf of such Participant under Article 4, including any items attributable thereto and allocated under the Thrift Recordkeeping Account as provided in Plan section 7.3.
|
(b)
|
“Beneficiary”
means the person, persons or trust designated by a Participant under The 40l(k) Stock Purchase Plan to receive the Participant’s benefits under such plan in the event of his death.
|
(c)
|
“Claimant”
means a Participant, or any beneficiary thereof, who makes a claim, subsequently denied by the Committee, for benefits under the Plan.
|
(d)
|
“Code”
means the Internal Revenue Code of 1986 and the regulations issued thereunder, as amended from time to time.
|
(e)
|
“Committee”
means the administrative committee appointed pursuant to Plan section 8.1.
|
(f)
|
“Common Stock”
means the common stock of Cullen/Frost Bankers, Inc.
|
(g)
|
“Compensation”
means a Participant’s base pay.
|
(h)
|
“Contributions”
means the Contributions provided for pursuant to Article 4, which shall include the following types of Contributions:
|
(1)
|
“Participant Contributions”
, as described in Plan section 4.2; and
|
(2)
|
“Employer Contributions”
, as described in Plan section 4.3.
|
(i)
|
“Cullen/Frost”
means Cullen/Frost Bankers, Inc., a Texas corporation, with its office and principal place of business in Bexar County, Texas.
|
(j)
|
“Credited Earnings”
means the earnings amounts, if any, credited to the Thrift Recordkeeping Account, as provided in Plan section 6.3.
|
(k)
|
“Effective Date”
means January 1, 2009.
|
(l)
|
“Eligible Employee”
means an Employee of an Employer who has been designated by the Committee as eligible for participation under the Plan. Such Employee shall continue as an Eligible Employee so long as he remains employed in an Eligible Employee status as designated by the Committee. Plan section 3.1 provides additional information about Eligible Employees.
|
(m)
|
“Employee”
means any person who is receiving remuneration for services rendered to an Employer. Any person who serves an Employer solely as a director, or who is receiving a pension (but not including in-service pension payments while actively employed), retirement allowance or severance pay, shall not be deemed to be an Employee.
|
(n)
|
“Employer”
means Cullen/Frost or any other employing entity which is a Subsidiary of Cullen/Frost and which, with the approval of the Board of Directors of Cullen/Frost, adopts the Plan by appropriate action for the benefit of its Eligible Employees. References to “Employer” throughout the Plan shall be construed to relate to a particular Employer who employs one or more Eligible Employees, except where the context indicates otherwise.
|
(o)
|
“Fair Market Value”
means the price per share of Cullen/Frost Common Stock based upon the closing bid price on the principal national securities exchange on which such Common Stock is then listed or admitted to trading or, if such Common Stock is not then listed or admitted to trading on any national securities exchange, such price shall be based upon the average of the closing bid and asked prices of such Common Stock in the over-the-counter market, as reported on the NASDAQ Quotation System, or such other system that may supersede it.
|
(p)
|
“Independent Agent”
means any person or entity selected and employed by the Committee ‘as provided in Plan section 6.2.
|
(q)
|
“Participant”
means an Eligible Employee described in Plan section 3.2. An “Active Participant” means a Participant described in Plan section 3.3.
|
(r)
|
“Plan”
means the Thrift Incentive Stock Purchase Plan for Certain Employees of Cullen/Frost Bankers, Inc. as it is herein set forth, or as it may be amended and/or restated from time to time.
|
(s)
|
“Plan Administrator”
means the person appointed pursuant to Plan section 8.1.
|
(t)
|
“Plan Year”
means the 12-consecutive month period ending on December 31 of a year.
|
(u)
|
“Subsidiary”
means any national banking association, state banking association or corporation, the majority of whose voting stock is owned directly or indirectly by Cullen/Frost.
|
(v)
|
“The 401(k) Stock Purchase Plan”
means The 401(k) Stock Purchase Plan For Employees of Cullen/Frost Bankers, Inc. and Its Affiliates, as amended from time to time.
|
(w)
|
“Thrift Recordkeeping Account”
means the recordkeeping account maintained to account for the total Employer Contributions and Participant Contributions for a Plan Year, including any Credited Earnings, dividends or other items allocated pursuant to Plan sections 7.2 and 7.3. The Thrift Recordkeeping Account may coincide with investment reserves, accounts, or funds that the Employer may purchase, establish, or accumulate to aid in providing the benefits described in this Plan; provided, however, no trust or fiduciary relationship shall be created as further discussed in Plan section 6.1.
|
(a)
|
Unless the Committee determines that the investment method in subsection (b) is to be used, the investment of Contributions shall be effected through purchases from Cullen/Frost out of its authorized but unissued shares of Common Stock, such purchases shall be effected as follows: The Committee shall select and employ an Independent Agent who shall, from time to time at the sole discretion of such Independent Agent, invest all Contributions in whole shares of Cullen/Frost Common Stock. Such shares shall be purchased, in the name of the Independent Agent, directly from Cullen/Frost. Shares of Cullen/Frost Common Stock shall be purchased periodically or from time to time on a reasonably current basis and at prices not in excess of Fair Market Value. Cullen/Frost shall exercise no control or influence over the time or the price at which shares of Cullen/Frost Common Stock are to be purchased or the amount of shares of Cullen/Frost Common Stock that are to be purchased. The Committee shall hold Contributions pending the purchase of such shares.
|
(b)
|
In the event that the Committee determines that the investment of Contributions shall be effected through purchases in the open market, such purchases shall be effected as follows: The Committee shall select and employ an Independent Agent who shall, from time to time at the sole discretion of such Independent Agent, invest all Contributions in whole shares of Cullen/Frost Common Stock. Such shares shall be purchased, in the name of the Independent Agent, in private transactions or on the principal national securities exchange on which such Common Stock is listed or admitted to trading or, if such Common Stock is not then listed or admitted to trading on any national securities exchange, then in the over-the-counter market. Shares of Cullen/Frost Common Stock shall be purchased periodically or from time to time on a reasonably current basis and at prices not in excess of the then current market price. Cullen/Frost shall exercise no control or influence over the time or the price at which shares of Cullen/Frost Common Stock are to be purchased, the amount of shares of Cullen/Frost Common Stock that are to be purchased, or the selection of the broker or dealer, if any, through or from whom such shares are to be purchased. The Committee shall hold Contributions pending the purchase of such shares.
|
(a)
|
The total number of shares of Cullen/Frost Common Stock purchased,
|
(b)
|
The total number of shares of Cullen/Frost Common Stock received under a stock dividend, stock split or any similar distribution of shares which are registered in the name of the Independent Agent or its nominee under the Plan,
|
(c)
|
Any cash Contributions which have not been invested in shares of Cullen/Frost Common Stock,
|
(d)
|
All cash dividends received on shares registered in the name of the Independent Agent or its nominee, and
|
(e)
|
Any Credited Interest pursuant to Plan section 6.3.
|
(a)
|
Annual Distributions.
Subsequent to the allocation of shares and cash as provided in Plan section 7.3, the Committee shall cause the whole shares of Cullen/Frost Common Stock allocated to the Participant’s Employer Contribution Account, and the whole shares allocated to his Participant Contribution Account, to be issued in the name of such Participant in one or more stock certificates; and the Committee shall then distribute such stock certificate(s), and any remaining cash in such Accounts, to such Participant as soon as administratively practicable. All such distributions under this Plan section 7.4 shall be made by no later than December 31 of such Plan Year.
|
(b)
|
Death Distributions.
A distribution shall be made to the Participant’s Beneficiary in the same manner, as described in subsection (c).
|
(c)
|
Other Terminations of Employment.
Whenever a Participant terminates employment during a Plan Year and prior to December 15, the provisions of Plan section 7.3 shall be applied as if such termination date was the allocation date provided for in Plan section 7.3; and such Participant shall then receive a distribution in accordance with the provisions of subsection (a). All distributions under this subsection (c) shall be made as soon as administratively practicable following such termination of employment, but not later than December 31 of the Plan Year in which the termination of employment occurs.
|
(a)
|
To establish rules, policies, and procedures for administration of the Plan;
|
(b)
|
To construe and interpret the Plan, to decide all questions of eligibility, and to determine the amount, manner, and time of payment of any benefits hereunder;
|
(c)
|
To make a determination as to the right of any person to a benefit and the amount thereof;
|
(d)
|
To obtain from the Company such information as shall be necessary for the proper administration of the Plan;
|
(e)
|
To prepare and distribute information explaining the Plan;
|
(f)
|
To keep all records necessary for the operation and administration of the Plan;
|
(g)
|
To prepare and file any reports, descriptions, or forms required by the Code; and
|
(h)
|
To designate or employ agents and counsel (who may also be persons employed by the Company) and direct them to exercise the powers of the Committee.
|
(a)
|
The Company (including any successor employer, as applicable) shall indemnify and hold harmless each of the following persons (“Indemnified Persons”) under the terms and conditions of subsection (b).
|
(1)
|
The Committee; and
|
(2)
|
Each Employee, former Employee, current and former members of the Committee, or current or former members of the Board of Directors who have, or had, responsibility (whether by delegation from another person, an allocation of responsibilities under the terms of this Plan document, or otherwise) for a fiduciary duty, a non fiduciary settlor function (such as deciding whether to approve a plan amendment), or a non fiduciary administrative task relating to the Plan.
|
(b)
|
The Company shall indemnify and hold harmless each Indemnified Person against any and all claims, losses, damages, and expenses, including reasonable attorneys’ fees and court costs, incurred by that person on account of his good faith actions or failures to act with respect to his responsibilities relating to the Plan. The Company’s indemnification shall include payment of any amounts due under a settlement of any lawsuit or investigation, but only if the Company agrees to the settlement.
|
(1)
|
An Indemnified Person shall be indemnified under this Plan section 8.4 only if he notifies an Appropriate Person (defined below) at the Company of any claim asserted against or any investigation of the Indemnified Person that relates to the Indemnified Person’s responsibilities with respect to the Plan.
|
(A)
|
An “Appropriate Person” is one or more of the following individuals at the Company:
|
(i)
|
The Chief Executive Officer,
|
(ii)
|
The Chief Financial Officer,
|
(iii)
|
Its General Counsel,
|
(iv)
|
Treasurer, or
|
(v)
|
Group Executive Vice President, HR.
|
(B)
|
The notice may be provided orally or in writing. The notice must be provided to the Appropriate Person promptly after the Indemnified Person becomes aware of the claim or investigation. No indemnification shall be provided under this Plan section 8.4 to the extent that the Company is materially prejudiced by the unreasonable delay of the Indemnified Person in notifying an Appropriate Person of the claim or investigation.
|
(2)
|
An Indemnified Person shall be indemnified under this Plan section 8.4 with respect to attorneys’ fees, court costs, or other litigation expenses or any settlement of such litigation only if the Indemnified Person agrees to permit the Company to select counsel and to conduct the defense of the lawsuit and agrees not to take any action in the lawsuit that the Company believes would be prejudicial to the Company’s interests.
|
(3)
|
No Indemnified Person, including an Indemnified Person who is a former Employee, shall be indemnified under this Plan section 8.4 unless he makes himself reasonably available to assist the Company with respect to the matters in issue and agrees to provide whatever documents, testimony, information, materials, or other forms of assistance that the Company shall reasonably request.
|
(4)
|
No Indemnified Person shall be indemnified under this Plan section 8.4 with respect to any action or failure to act that is judicially determined to constitute or be attributable to the gross negligence or willful misconduct of the Indemnified Person.
|
(5)
|
Payments of any indemnity under this Plan section 8.4 shall only be made from assets of the Company. The provisions of this Plan section 8.4 shall not preclude or limit such further indemnities or reimbursement under this Plan as allowable under applicable law, as may be available under insurance purchased by the Company, or as may be provided by the Company under any by law, agreement or otherwise, provided that no expense shall be indemnified under this Plan section 8.4 that is otherwise indemnified by the Company, by an insurance contract purchased by the Company, or by this Plan.
|
(a)
|
The right of a Participant or any other person entitled to claim a benefit under the Plan (collectively “Claimants”) to a benefit shall be determined by the Committee, provided, however, that the Committee may delegate its responsibility to any person.
|
(1)
|
The Claimant (or an authorized representative of a Claimant) may file a claim for benefits by written notice to the Committee. The Committee shall establish procedures for determining whether a person is authorized to represent a Claimant.
|
(2)
|
Any claim for benefits under the Plan, pursuant to this Plan section 9.1, shall be filed with the Committee no later than three months after the date of the Participant’s termination of employment. The Committee in its sole discretion shall determine whether this limitation period has been exceeded.
|
(3)
|
Notwithstanding anything to the contrary in this Plan, the following shall not be a claim for purposes of this Plan section 9.1:
|
(A)
|
A request for determination of eligibility, participation, or benefit calculation under the Plan without an accompanying claim for benefits under the Plan. The determination of eligibility, participation, or benefit calculation under the Plan may be necessary to resolve a claim, in which case such determination shall be made in accordance with the claims procedures set forth in this Plan section 9.1.
|
(B)
|
Any casual inquiry relating to the Plan, including an inquiry about benefits or the circumstances under which benefits might be paid under the Plan.
|
(C)
|
A claim that is defective or otherwise fails to follow the procedures of the Plan (
e.g.
, a claim that is addressed to a party other than the Committee or an oral claim).
|
(D)
|
An application or request for benefits under the Plan.
|
(b)
|
If a claim for benefits is wholly or partially denied, the Committee shall, within a reasonable period of time, but no later than 90 days after receipt of the claim, notify the Claimant of the denial of benefits. If special circumstances justify extending the period up to an additional 90 days, the Claimant shall be given written notice of this extension within the initial 90-day period, and such notice shall set forth the special circumstances and the date a decision is expected. A notice of denial:
|
(1)
|
Shall be written in a manner calculated to be understood by the Claimant; and
|
(2)
|
Shall contain:
|
(A)
|
The specific reasons for denial of the claim;
|
(B)
|
Specific reference to the Plan provisions on which the denial is based;
|
(C)
|
A description of any additional material or information necessary for the Claimant to perfect the claim, along with an explanation as to why such material or information is necessary; and
|
(D)
|
An explanation of the Plan’s claim review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under ERISA section 502(a) following an adverse determination on review.
|
(c)
|
Within 60 days of the receipt by the Claimant of the written denial of his or her claim or, if the claim has not been granted, within a reasonable period of time (which shall not be less than the 90 or 180 days described in subsection (b)), the Claimant (or an authorized representative of a Claimant) may file a written request with the Committee that it conduct a full review of the denial of the claim. In connection with the Claimant’s appeal, upon request, the Claimant may review and obtain copies of all documents, records and other information relevant to the Claimant’s claim for benefits (but not including any document, record or information that is subject to any attorney-client or work-product privilege) and may submit issues and comments in writing. The Claimant may submit written comments, documents, records, and other information relating to the claim for benefits. All comments, documents, records, and other information submitted by the Claimant shall be taken into account in the appeal without regard to whether such information was submitted or considered in the initial benefit determination.
|
(d)
|
The Committee shall deliver to the Claimant a written decision on the claim promptly, but no later than 60 days after the receipt of the Claimant’s request for such review, unless special circumstances exist that justify extending this period up to an additional 60 days. If the period is extended, the Claimant shall be given written notice of this extension during the initial 60-day period and such notice shall set forth the special circumstances and the date a decision is expected. The decision on review of the denial of the claim:
|
(1)
|
Shall be written in a manner calculated to be understood by the Claimant;
|
(2)
|
Shall include specific reasons for the decision;
|
(3)
|
Shall contain specific references to the Plan provisions on which the decision is based;
|
(4)
|
Shall contain a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and other information relevant to the Claimant’s claim for benefits. Whether a document, record, or other information is relevant to a claim for benefits shall be determined by reference to U.S. Department of Labor Regulations section 2560; and
|
(5)
|
Shall contain a statement of the Claimant’s right to bring a civil action under ERISA section 502(a) following an adverse determination on review.
|
(e)
|
The Plan provides that no lawsuit may be initiated by any person before fully pursuing the procedures set out in this Plan section 9.1, including the appeal permitted pursuant to subsection (c). In addition, no legal action may be commenced later than 365 days subsequent to the date of the written response of the Committee to a Claimant’s request for review pursuant to subsection (d).
|
(a)
|
No amendment or modification may be made which would adversely affect the rights and privileges of Participants in shares held in custody by the Committee as provided in this Plan;
|
(b)
|
No amendment or modification may be made which would increase the duties or liabilities of the Committee, or the Independent Agent, without the written consent of the party so affected.
|
By:
|
/s/ Richard W. Evans, Jr.
|
Its:
|
Chairman
|
By:
|
/s/ Emily Skillman
|
Its:
|
Group Executive Vice President
(Corporate Seal)
|
Exhibit 10.4
|
|
|
|
|
|
Change-In-Control Agreements
|
|
with Two Executive Officers
|
|
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Form of Change-in-Control Agreements made with the following Executive Officers of Cullen/Frost Bankers, Inc.
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1.
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Patrick B. Frost
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2.
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Phillip D. Green
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All of the above agreements are substantially identical in all material respects, except as to the dates of the agreements and the parties thereto.
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(a)
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The Executive’s willful and continued failure to substantially perform his/her duties with the Company (other than any such failure resulting from Disability or occurring after issuance by the Executive of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to the Executive that specifically identifies the manner in which the Company believes that the Executive has willfully failed to substantially perform his/her duties, and after the Executive has failed to resume substantial performance of his/her duties on a continuous basis within thirty (30) calendar days of receiving such demand;
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(b)
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The Executive’s willfully engaging in conduct (other than conduct covered under (a) above) which is demonstrably and materially injurious to the Company, monetarily or otherwise; or
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(c)
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The Executive’s having been convicted of a felony.
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(a)
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any “person”(as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (a) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Company or any Subsidiary, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (C) by any underwriter temporarily holding securities pursuant to an offering of such securities or (D) a transaction (other than one described in (b) below) in which Company Voting Securities are acquired from the Company, if a majority of the incumbent Directors approve a resolution providing expressly that the acquisition pursuant to this clause (D) does not constitute a Change in Control under this paragraph (a);
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(b)
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the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or any of its Subsidiaries that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination: (A) more than 60% of the total voting power of (x) the corporation resulting from such Business Combination (the “Surviving Corporation”), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among (and only among) the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Business Combination, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation) is or becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (C) at least 50% of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation)
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(c)
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during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (a) or (b) of this section) whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or
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(d)
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the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or a sale of all or substantially all of the Company’s assets.
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(a)
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The assignment of the Executive to duties materially inconsistent with the Executive’s authorities, duties, responsibilities, and status (including offices and reporting requirements) as an employee of the Company, or a reduction or alteration in the nature or status of the Executive’s authorities, duties, or responsibilities than those in effect immediately preceding the Change in Control;
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(b)
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The Company’s requiring the Executive to be based at a location which is at least fifty (50) miles further from the current primary residence than is such residence from the Company’s current headquarters, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business obligations as of the Effective Date;
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(c)
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A material change in the Executive’s Base Salary or bonus opportunity as in effect on the Effective Date or as the same shall be increased from time to time;
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(d)
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A material reduction in the Executive’s level of participation in any of the Company’s short- and/or long-term incentive compensation plans, or employee benefit or retirement plans, policies, practices, or arrangements in which the Executive participates immediately preceding the Change in Control; provided, however, that reductions in the levels of participation in any such plans shall not be deemed to be “Good Reason” if the Executive’s reduced level of participation in each such program remains substantially consistent with the
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(e)
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The failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform this Agreement, as contemplated in Article 10 herein; or
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(f)
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Any termination of Executive’s employment by the Company that is not effected pursuant to a Notice of Termination.
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(a)
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An involuntary termination of the Executive’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following a Change in Control of the Company pursuant to a Notice of Termination delivered to the Executive by the Company;
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(b)
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A voluntary termination by the Executive for Good Reason within twenty-four (24) calendar months following a Change in Control of the Company pursuant to a Notice of Termination delivered to the Company by the Executive; or
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(c)
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The Company or any successor company breaches any of the provisions of this Agreement.
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(a)
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An amount equal to three (3) times the highest rate of the Executive’s annualized Base Salary in effect immediately preceding the Change in Control.
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(b)
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An amount equal to three (3) times the Executive’s highest target bonus established for the year immediately preceding the Change in Control.
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(c)
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An amount equal to the Executive’s unpaid Base Salary, a pro rata amount of the Executive’s Target Bonus for the year in which the termination occurs, accrued vacation pay, and earned but not taken vacation pay through the Effective Date of Termination.
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(d)
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A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for three (3) full years after the Effective Date of Termination. These benefits shall be provided to the Executive at the same premium cost, and at the same coverage level, as in effect as of the Executive’s Effective Date of Termination. However, in the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner.
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(e)
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All long-term incentive awards immediately vest.
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(a)
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Any other payments or benefits received or to be received by the Executive in connection with a Change in Control of the Company or the Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement with the Company, or with any Person whose actions result in a Change in Control of the Company or any Person affiliated with the Company or such Persons) shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel as supported by the Company’s independent auditors and acceptable to the Executive, such other payments or benefits (in whole or in part) do not constitute parachute payments, or unless such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax;
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(b)
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The amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of: (i) the total amount of the Total Payments; or (ii) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (a) above); and
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(c)
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The value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.
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(a)
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Notwithstanding anything herein to the contrary, if (a) the Executive is a “specified employee” as determined pursuant to Section 409A of the Code as of the date of the Executive’s “separation from service” (within the meaning of Treas. Reg. 1.409A-1(h)) and if any Severance Benefits or other payment or benefit provided for in this Agreement or otherwise both (i) constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and (ii) cannot be paid or provided in the manner otherwise provided without subjecting the Executive to “additional tax”, interest or penalties under Section 409A of the Code, then any such Severance Benefit or other payment or benefit that is payable during the first six months following the Executive’s “separation from service” shall be paid or provided to the Executive in a cash lump-sum on the first business day of the seventh calendar month following the month in which the Executive’s “separation from service” occurs. Any payment or benefit due upon a termination of the Executive’s employment that represents a “deferral of compensation” within the meaning of Section 409A shall only be paid or provided to the Executive upon a “separation from service”.
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(b)
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Notwithstanding anything to the contrary in Section 3.3 of this Agreement or elsewhere, any payment or benefit under Section 3.3 or otherwise that is exempt from Section 409A pursuant to Treas. Reg. 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to the Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second taxable year of the Executive
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(c)
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For the purposes of this Agreement, each payment made pursuant to Section 3.3 shall be deemed to be separate payments, amounts payable under Section 3.3 of this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treas. Reg. Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treas. Reg. Section 1.409A-1 through A-6.
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Cullen/Frost Bankers, Inc.
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Executive
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By:
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Its:
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Attest:
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Exhibit 10.5
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Change-In-Control Agreements
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with Four Executive Officers
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Form of Change-in-Control Agreements made with the following Executive Officers of Cullen/Frost Bankers, Inc.
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1.
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Robert A. Berman
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2.
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Paul H. Bracher
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3.
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William L. Perotti
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4.
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Jerry Salinas
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All of the above agreements are substantially identical in all material respects, except as to the dates of the agreements and the parties thereto.
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(a)
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The Executive’s willful and continued failure to substantially perform his/her duties with the Company (other than any such failure resulting from Disability or occurring after issuance by the Executive of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to the Executive that specifically identifies the manner in which the Company believes that the Executive has willfully failed to substantially perform his/her duties, and after the Executive has failed to resume substantial performance of his/her duties on a continuous basis within thirty (30) calendar days of receiving such demand;
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(b)
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The Executive’s willfully engaging in conduct (other than conduct covered under (a) above) which is demonstrably and materially injurious to the Company, monetarily or otherwise; or
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(c)
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The Executive’s having been convicted of a felony.
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(a)
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any “person”(as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (a) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Company or any Subsidiary, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (C) by any underwriter temporarily holding securities pursuant to an offering of such securities or (D) a transaction (other than one described in (b) below) in which Company Voting Securities are acquired from the Company, if a majority of the incumbent Directors approve a resolution providing expressly that the acquisition pursuant to this clause (D) does not constitute a Change in Control under this paragraph (a);
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(b)
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the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or any of its Subsidiaries that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination: (A) more than 60% of the total voting power of (x) the corporation resulting from such Business Combination (the “Surviving Corporation”), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among (and only among) the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Business Combination, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation) is or becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (C) at least 50% of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation)
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(c)
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during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (a) or (b) of this section) whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or
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(d)
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the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or a sale of all or substantially all of the Company’s assets.
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(a)
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The assignment of the Executive to duties materially inconsistent with the Executive’s authorities, duties, responsibilities, and status (including offices and reporting requirements) as an employee of the Company, or a reduction or alteration in the nature or status of the Executive’s authorities, duties, or responsibilities than those in effect immediately preceding the Change in Control;
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(b)
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The Company’s requiring the Executive to be based at a location which is at least fifty (50) miles further from the current primary residence than is such residence from the Company’s current headquarters, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business obligations as of the Effective Date;
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(c)
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A material change in the Executive’s Base Salary or bonus opportunity as in effect on the Effective Date or as the same shall be increased from time to time;
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(d)
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A material reduction in the Executive’s level of participation in any of the Company’s short- and/or long-term incentive compensation plans, or employee benefit or retirement plans, policies, practices, or arrangements in which the Executive participates immediately preceding the Change in Control; provided, however, that reductions in the levels of participation in any such plans shall not be deemed to be “Good Reason” if the Executive’s reduced level of participation in each such program remains substantially consistent with the
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(e)
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The failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform this Agreement, as contemplated in Article 10 herein; or
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(f)
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Any termination of Executive’s employment by the Company that is not effected pursuant to a Notice of Termination.
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(a)
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An involuntary termination of the Executive’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following a Change in Control of the Company pursuant to a Notice of Termination delivered to the Executive by the Company;
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(b)
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A voluntary termination by the Executive for Good Reason within twenty-four (24) calendar months following a Change in Control of the Company pursuant to a Notice of Termination delivered to the Company by the Executive; or
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(c)
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The Company or any successor company breaches any of the provisions of this Agreement.
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(a)
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An amount equal to two (2) times the highest rate of the Executive’s annualized Base Salary in effect immediately preceding the Change in Control.
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(b)
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An amount equal to two (2) times the Executive’s highest target bonus established for the year immediately preceding the Change in Control.
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(c)
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An amount equal to the Executive’s unpaid Base Salary, a pro rata amount of the Executive’s Target Bonus for the year in which the termination occurs, accrued vacation pay, and earned but not taken vacation pay through the Effective Date of Termination.
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(d)
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A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for two (2) full years after the Effective Date of Termination. These benefits shall be provided to the Executive at the same premium cost, and at the same coverage level, as in effect as of the Executive’s Effective Date of Termination. However, in the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner.
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(e)
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All long-term incentive awards immediately vest.
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(a)
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Any other payments or benefits received or to be received by the Executive in connection with a Change in Control of the Company or the Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement with the Company, or with any Person whose actions result in a Change in Control of the Company or any Person affiliated with the Company or such Persons) shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel as supported by the Company’s independent auditors and acceptable to the Executive, such other payments or benefits (in whole or in part) do not constitute parachute payments, or unless such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax;
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(b)
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The amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of: (i) the total amount of the Total Payments; or (ii) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (a) above); and
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(c)
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The value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.
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(a)
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Notwithstanding anything herein to the contrary, if (a) the Executive is a “specified employee” as determined pursuant to Section 409A of the Code as of the date of the Executive’s “separation from service” (within the meaning of Treas. Reg. 1.409A-1(h)) and if any Severance Benefits or other payment or benefit provided for in this Agreement or otherwise both (i) constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and (ii) cannot be paid or provided in the manner otherwise provided without subjecting the Executive to “additional tax”, interest or penalties under Section 409A of the Code, then any such Severance Benefit or other payment or benefit that is payable during the first six months following the Executive’s “separation from service” shall be paid or provided to the Executive in a cash lump-sum on the first business day of the seventh calendar month following the month in which the Executive’s “separation from service” occurs. Any payment or benefit due upon a termination of the Executive’s employment that represents a “deferral of compensation” within the meaning of Section 409A shall only be paid or provided to the Executive upon a “separation from service”.
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(b)
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Notwithstanding anything to the contrary in Section 3.3 of this Agreement or elsewhere, any payment or benefit under Section 3.3 or otherwise that is exempt from Section 409A pursuant to Treas. Reg. 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to the Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second taxable year of the Executive
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(c)
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For the purposes of this Agreement, each payment made pursuant to Section 3.3 shall be deemed to be separate payments, amounts payable under Section 3.3 of this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treas. Reg. Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treas. Reg. Section 1.409A-1 through A-6.
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Cullen/Frost Bankers, Inc.
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Executive
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By:
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Its:
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Attest:
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Exhibit 10.6
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Amendments to
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Change-In-Control Agreements
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with Six Executive Officers
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Form of Amendments to Change-in-Control Agreements made with the following Executive Officers of Cullen/Frost Bankers, Inc.
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1.
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Robert A. Berman
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2.
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Paul H. Bracher
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3.
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Patrick B. Frost
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4.
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Phillip D. Green
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5.
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William L. Perotti
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6.
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Jerry Salinas
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All of the above amendments to agreements are substantially identical in all material respects, except as to the dates of the agreements and the parties thereto.
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(a)
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“Account”
means the recordkeeping account which is maintained in the name of a Participant to account for any Restoration Contributions and Credited Earnings which may be credited to his Account from time to time.
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(b)
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“Affiliate”
means
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(1)
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Any entity or organization that, together with the Company, is part of a controlled group of corporations, within the meaning of Code section 414(b);
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(2)
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Any trade or business that, together with the Company, is under common control, within the meaning of Code section 414(c); and
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(3)
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Any entity or organization that is required to be aggregated with the Company, pursuant to Code sections 414(m) or 414(o).
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(c)
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“Applicable Code Restrictions”
means the compensation or contribution limitations and restrictions that are applicable under Code sections 401(a)(17) and 415.
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(d)
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“Beneficiary”
means the person, persons or trust designated by a Participant, as provided in Plan section 10.1. Where the context dictates, the term “Beneficiary” shall also mean “Beneficiaries.”
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(e)
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“Change of Control”
means the occurrence of any of the following:
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(1)
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The acquisition by any person, entity or “group” (as defined in section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)) as beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the then outstanding securities of the Company.
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(2)
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A change in the composition of the Board of Directors occurring within a 12-month period, as a result of which fewer than a majority of the directors are Incumbent Directors; or
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(3)
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The acquisition by any person, entity or “group” (as defined in section 13(d)(3) of the Exchange Act) during a 12-month period of at least 40% of the gross fair market value of the Company’s assets.
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(f)
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“Code”
means the Internal Revenue Code of 1986, as amended.
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(g)
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“Committee”
means the administrative committee appointed by the Board of Directors, the Compensation and Benefits Committee, or the designee of either to administer this Plan in accordance with Article 6 of the Plan.
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(h)
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“Company”
means Cullen/Frost Bankers, Inc., or any successor organization to the Company.
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(i)
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“Compensation Committee”
means the Compensation and Benefits Committee of the Board of Directors of the Company.
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(j)
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“Credited Earnings”
means the earnings or losses credited to a Participant’s Account, as provided in Plan section 5.3.
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(k)
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“Disability”
means a total and permanent disability within the meaning of the Social Security Act.
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(l)
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“Eligible Employee”
means an Employee of an Employer who
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(1)
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Is a Participant under the Profit Sharing Plan, and
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(2)
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Who is designated as an “Eligible Employee” as provided in Plan section 3.1.
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(m)
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“Employee”
means any person who is employed by the Company or Affiliate and who is classified as a common-law employee in the employment records of the Company or an Affiliate (other than a leased employee within the meaning of Code section 414(n)(2)).
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(n)
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“Employer”
means the Company and each other Employer who is a participating Employer under the Profit Sharing Plan and who has elected to become a participating Employer under this Plan as provided in Article 9.
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(o)
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“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.
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(p)
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“Fund Account”
means the “unfunded” trust arrangement as described in Plan section 7.2.
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(q)
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“Incumbent Director”
means a director on the Board of Directors who either is:
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(1)
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A Director of the Company as of January 1, 2009; or
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(2)
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Elected, or nominated for election, to the Board of Directors with the affirmative votes of at least two-thirds of the Incumbent Directors at the time of such election or nomination (but shall not include an individual not otherwise an Incumbent Director whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company).
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(r)
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“Investment Fund”
means any investment fund that may be maintained in the Fund Account from time to time.
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(s)
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“Participant”
means an Eligible Employee or former Eligible Employee as described in Plan section 3.2.
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(t)
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“Plan”
means the “Cullen/Frost Restoration Profit Sharing Plan” as set forth in this document and as the same may be amended from time to time.
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(u)
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“Profit Sharing Plan”
means the “Cullen/Frost Profit Sharing Plan,” effective as of January 1, 2002, and as the same may thereafter be amended from time to time.
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(v)
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“Restoration Contributions”
means the contributions described in Plan section 4.1.
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(w)
|
“Separation from Service”
means that a Participant who ceases to be an Employee or otherwise separates from the service of the Company or an Affiliate on account of the Participant’s retirement, death or other termination of employment. Whether or not a Participant has incurred a Separation from Service will be based on all surrounding relevant circumstances, including, but not limited to, the reasonable belief of both the Participant and the Company (or Affiliate) that the Participant will perform no future services for the Company or an Affiliate as an Employee. For purposes of this defined term, no Separation from Service will be deemed to have occurred if the Participant transfers employment from the Company or an Affiliate to another member of the Company’s Code section 414 controlled group. For this purpose, controlled group membership will include the Company and all Affiliates. A payment under this Plan shall be deemed to be on account of a Separation from Service if payment of the benefit is made by the end of the calendar year in which the Separation from Service occurs or, if later, within 2½ months following such Separation from Service. Additional delays in payment may be required for Participants who are Specified Employees so as to comply with the required six-month payment delay for payments made to such Specified Employees unless such six-month payment delay is not required by virtue of a permitted exception under Code section 409A and related Treasury Regulations.
|
(x)
|
“Specified Employee”
means a Participant qualifying as a “key employee” for purposes of Code section 416 (determined without regard to Code section 416(i)(5)) by satisfying any one of the following conditions at any time during the 12-month period ending on each December 31 (“Identification Date”):
|
(1)
|
The Participant is among the top-paid 50 officers of the Company with annual compensation (within the meaning of Code section 415(c)(3)) in excess of $145,000 (subject to cost-of-living adjustments);
|
(2)
|
The Participant is a five-percent owner; or
|
(3)
|
The Participant is a one-percent owner and has annual compensation in excess of $150,000.
|
(y)
|
“Spouse”
means with respect to a Participant, a person of the opposite sex from the Participant, who is the Participant’s husband or wife (as applicable) under applicable state law to whom the Participant has been legally married during the 12-month period immediately preceding the Participant’s date of death, if such death is earlier than the date the Participant has a Separation from Service. No individual, including an individual of the opposite sex, shall be the Spouse of a Participant on account of the fact that the individual is registered as the domestic partner of the Participant under state law, even if state law provides that the domestic partners shall have the same rights, protections, and benefits, under state law, as married persons. No individual shall be the Spouse of a Participant unless the person would be treated as the “Spouse” of the Participant under 1 USC section 7 (relating to the definition of a “spouse” for purposes of federal law, as added by the Defense of Marriage Act).
|
(a)
|
In General.
For each Plan Year, each Employer shall determine the Restoration Contribution (if any) on behalf of each Participant employed by the Employer during the Plan Year. The Restoration Contribution for each Participant for each Plan Year shall be determined on an annual basis as of the end of the Plan Year, and such a determination shall be made at such time following the Plan Year when it is determined that a Restoration Contribution can be calculated. For purposes of determining a Restoration Contribution under this Plan section 4.1, a Participant shall only
|
(b)
|
Amount of Restoration Contributions
. For each Plan Year, the amount of the Restoration Contribution for each Participant for the Plan Year shall be the difference between (1) and (2) below where
|
(1)
|
Is the total amount of Contributions that the Participant would be eligible to receive for the Plan Year under the provisions of Plan section 4.2 of the Profit Sharing Plan, determined without regard to the Applicable Code Restrictions, and
|
(2)
|
Is the total amount of Contributions that the Participant is actually credited with under Plan section 4.2 of the Profit Sharing Plan for the Plan Year, determined after the application of the Applicable Code Restrictions.
|
(a)
|
The Participant’s breach of any fiduciary duty to an Employer;
|
(b)
|
The Participant’s knowing failure or refusal to comply with laws or regulations applicable to an Employer and its business;
|
(c)
|
The Participant’s commission of any criminal or fraudulent acts against an Employer as an Employee; or
|
(d)
|
The Participant’s gross or willful misconduct as an Employee resulting in loss to an Employer or any other Affiliate of the Company, or damage to the reputation of an Employer or any other Affiliate of the Company.
|
(a)
|
Fund Account Credited Earnings
. At any time when a Participant has any Restoration Contribution amount credited to his Account and also on deposit in the Fund Account, such Participant shall be entitled to have credited to his Account any share of the Credited Earnings which are allocable to him based on the total of all his Restoration Contributions credited to his Account that are on deposit in the Fund Account (including any prior Credited Earnings so credited to him that are also on deposit in the Fund Account with respect to his Account). The Fund Account, including all of the Investment Funds comprising the Fund Account, shall periodically be valued as of such valuation dates as the Committee shall determine as are to be applicable to the various Investment Funds in the Fund Account. Any such valuation date shall be no less frequent than annually, and shall normally be on a monthly basis unless the Committee determines another valuation date to be applicable. As of each relevant valuation date with respect to the Fund Account or any investment portion thereof, the Account of each Participant who has an Account balance credited to and also on deposit in the Fund Account shall have his Account adjusted to reflect Credited Earnings based on his pro rata share of the investment results of the Fund Account and the Investment Funds within the Fund Account in which he is credited with an investment interest. Each Participant with an Account balance credited to and on deposit in the Fund Account shall have his Fund Account funds invested in and among the Investment Funds comprising the Fund Account. The investment, allocation and transfer of each such Participant’s funds among such Investment Funds is to be determined under an investment method as determined by the Committee, which method may include the self-direction of investments among Investment Funds by the Participant. Each Participant is entitled to receive his Credited Earnings with respect to each Investment Fund in which he has an investment interest based on his Account’s pro rata interest in the Investment Fund as of the periodic valuation and adjustment dates provided for in this Plan.
|
(b)
|
Assumed Credited Earnings
. At any time when a Participant has any Restoration Contribution amount credited to his Account and such amount is not on deposit in the Fund Account, such Participant shall be entitled to have credited to his Account Credited Earnings based on the assumed investment results of such Restoration Contributions (including prior Credited Earnings credited with respect to such Account) as if such amounts had been invested in Investment Funds maintained under the Profit Sharing Plan during the period for measuring Credited Earnings for crediting under this Plan. The crediting of such Credited Earnings shall be at the times and valuation dates as are used for crediting Investment Fund results under the Profit Sharing Plan, and shall be by the method used in the Investment Fund. Additionally, the investment, allocation and transfer of each such Participant’s funds based on the assumed investments in the Investment Funds under the Profit Sharing Plan shall be by such procedures and methods as determined by the Committee. In this regard, the Committee may provide for Participant assumed self-direction of investments among the Investment Funds under the Profit Sharing Plan based on the Participant’s investment directions under such Plan, or may allow for specific separate assumed self-directions under this Plan.
|
(c)
|
Committee Determinations
. The Committee shall make all determinations with respect to the applicable Credited Earnings and with respect to the crediting of such Credited Earnings to Accounts and such determinations shall be final and binding on each Participant and his Beneficiary and any other interested parties.
|
(a)
|
As of the last preceding or coincident relevant valuation as regards any portion of his Account which is not invested in the Fund Account, and
|
(b)
|
As of the close of the last preceding or coincident applicable valuation date with respect to any portion of his Account which is invested in a Fund Account fund, adjusted to reflect any credits or charges made to such Account since such date or dates, including, without limitation, those adjustments to reflect Restoration Contributions to and payments from such Account.
|
(a)
|
To establish rules, policies, and procedures for administration of the Plan;
|
(b)
|
To construe and interpret the Plan, to decide all questions of eligibility, and to determine the amount, manner, and time of payment of any benefits hereunder;
|
(c)
|
To make a determination as to the right of any person to a benefit and the amount thereof;
|
(d)
|
To obtain from the Company such information as shall be necessary for the proper administration of the Plan;
|
(e)
|
To prepare and distribute information explaining the Plan;
|
(f)
|
To keep all records necessary for the operation and administration of the Plan;
|
(g)
|
To prepare and file any reports, descriptions, or forms required by the Code or ERISA; and
|
(h)
|
To designate or employ agents and counsel (who may also be persons employed by the Company) and direct them to exercise the powers of the Committee.
|
(a)
|
The Company (including any successor employer, as applicable) shall indemnify and hold harmless each of the following persons (“Indemnified Persons”) under the terms and conditions of subsection (b).
|
(1)
|
The Committee; and
|
(2)
|
Each Employee, former Employee, current and former members of the Committee, or current or former members of the Board of Directors who have, or had, responsibility (whether by delegation from another person, an allocation of responsibilities under the terms of this Plan document, or otherwise) for a fiduciary duty, a non-fiduciary settlor function (such as deciding whether to approve a plan amendment), or a non-fiduciary administrative task relating to the Plan.
|
(b)
|
The Company shall indemnify and hold harmless each Indemnified Person against any and all claims, losses, damages, and expenses, including reasonable attorneys’ fees and court costs, incurred by that person on account of his good faith actions or failures to act with respect to his responsibilities relating to the Plan. The Company’s indemnification shall include payment of any amounts due under a settlement of any lawsuit or investigation, but only if the Company agrees to the settlement.
|
(1)
|
An Indemnified Person shall be indemnified under this Plan section 6.4 only if he notifies an Appropriate Person (defined below) at the Company of any claim asserted against or any investigation of the Indemnified Person that relates to the Indemnified Person’s responsibilities with respect to the Plan.
|
(A)
|
An “Appropriate Person” is one or more of the following individuals at the Company:
|
(i)
|
The Chief Executive Officer,
|
(ii)
|
The Chief Financial Officer,
|
(iii)
|
Its General Counsel,
|
(iv)
|
Treasurer, or
|
(v)
|
Group Executive Vice President, HR.
|
(B)
|
The notice may be provided orally or in writing. The notice must be provided to the Appropriate Person promptly after the Indemnified Person becomes aware of the claim or investigation. No indemnification shall be provided under this Plan section 6.4 to the extent that the Company is materially prejudiced by the unreasonable delay of the Indemnified Person in notifying an Appropriate Person of the claim or investigation.
|
(2)
|
An Indemnified Person shall be indemnified under this Plan section 6.4 with respect to attorneys’ fees, court costs, or other litigation expenses or any settlement of such litigation only if the Indemnified Person agrees to permit the Company to select counsel and to conduct the defense of the lawsuit and agrees not to take any action in the lawsuit that the Company believes would be prejudicial to the Company’s interests.
|
(3)
|
No Indemnified Person, including an Indemnified Person who is a former Employee, shall be indemnified under this Plan section 6.4 unless he makes himself reasonably available to assist the Company with respect to the matters in issue and agrees to provide whatever documents, testimony, information, materials, or other forms of assistance that the Company shall reasonably request.
|
(4)
|
No Indemnified Person shall be indemnified under this Plan section 6.4 with respect to any action or failure to act that is judicially determined to constitute or be attributable to the gross negligence or willful misconduct of the Indemnified Person.
|
(5)
|
Payments of any indemnity under this Plan section 6.4 shall only be made from assets of the Company. The provisions of this Plan section 6.4 shall not preclude or limit such further indemnities or reimbursement under this Plan as allowable under applicable law, as may be available under insurance purchased by the Company, or as may be provided by the Company under any by-law, agreement or otherwise, provided that no expense shall be indemnified under this Plan section 6.4 that is otherwise indemnified by the Company, by an insurance contract purchased by the Company, or by this Plan.
|
(a)
|
The right of a Participant or any other person entitled to claim a benefit under the Plan (collectively “Claimants”) to a benefit shall be determined by the Committee, provided, however, that the Committee may delegate its responsibility to any person.
|
(1)
|
The Claimant (or an authorized representative of a Claimant) may file a claim for benefits by written notice to the Committee. The Committee shall establish procedures for determining whether a person is authorized to represent a Claimant.
|
(2)
|
Any claim for benefits under the Plan, pursuant to this Plan section 6.6, shall be filed with the Committee no later than three months after the date of the Participant’s termination of employment. The Committee in its sole discretion shall determine whether this limitation period has been exceeded.
|
(3)
|
Notwithstanding anything to the contrary in this Plan, the following shall not be a claim for purposes of this Plan section 6.6:
|
(A)
|
A request for determination of eligibility, participation, or benefit calculation under the Plan without an accompanying claim for benefits under the Plan. The determination of eligibility, participation, or benefit calculation under the Plan may be necessary to resolve a claim, in which case such determination shall be made in accordance with the claims procedures set forth in this Plan section 6.6.
|
(B)
|
Any casual inquiry relating to the Plan, including an inquiry about benefits or the circumstances under which benefits might be paid under the Plan.
|
(C)
|
A claim that is defective or otherwise fails to follow the procedures of the Plan (
e.g.
, a claim that is addressed to a party other than the Committee or an oral claim).
|
(D)
|
An application or request for benefits under the Plan.
|
(b)
|
If a claim for benefits is wholly or partially denied, the Committee shall, within a reasonable period of time, but no later than 90 days after receipt of the claim, notify the Claimant of the denial of benefits. If special circumstances justify extending the period up to an additional 90 days, the Claimant shall be given written notice of this extension within the initial 90-day period, and such notice shall set forth the special circumstances and the date a decision is expected. A notice of denial:
|
(1)
|
Shall be written in a manner calculated to be understood by the Claimant; and
|
(2)
|
Shall contain:
|
(A)
|
The specific reasons for denial of the claim;
|
(B)
|
Specific reference to the Plan provisions on which the denial is based;
|
(C)
|
A description of any additional material or information necessary for the Claimant to perfect the claim, along with an explanation as to why such material or information is necessary; and
|
(D)
|
An explanation of the Plan’s claim review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under ERISA section 502(a) following an adverse determination on review.
|
(c)
|
Within 60 days of the receipt by the Claimant of the written denial of his or her claim or, if the claim has not been granted, within a reasonable period of time (which shall not be less than the 90 or 180 days described in subsection (b)), the Claimant (or an authorized representative of a Claimant) may file a written request with the Committee that it conduct a full review of the denial of the claim. In connection with the Claimant’s appeal, upon request, the Claimant may review and obtain copies of all documents, records and other information relevant to the Claimant’s claim for benefits (but not including any document, record or information that is subject to any attorney-client or work-product privilege) and may submit issues and comments in writing. The Claimant may submit written comments, documents, records, and other information relating to the claim for benefits. All comments, documents, records, and other information submitted by the Claimant shall be taken into account in the appeal without regard to whether such information was submitted or considered in the initial benefit determination.
|
(d)
|
The Committee shall deliver to the Claimant a written decision on the claim promptly, but no later than 60 days after the receipt of the Claimant’s request for such review, unless special circumstances exist that justify extending this period up to an additional 60 days. If the period is extended, the Claimant shall be given written notice of this extension during the initial 60-day period and such notice shall set forth the special circumstances and the date a decision is expected. The decision on review of the denial of the claim:
|
(1)
|
Shall be written in a manner calculated to be understood by the Claimant;
|
(2)
|
Shall include specific reasons for the decision;
|
(3)
|
Shall contain specific references to the Plan provisions on which the decision is based;
|
(4)
|
Shall contain a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and other information relevant to the Claimant’s claim for benefits. Whether a document, record, or other information is relevant to a claim for benefits shall be determined by reference to U.S. Department of Labor Regulations section 2560; and
|
(5)
|
Shall contain a statement of the Claimant’s right to bring a civil action under ERISA section 502(a) following an adverse determination on review.
|
(e)
|
The Plan provides that no lawsuit may be initiated by any person before fully pursuing the procedures set out in this Plan section 6.6, including the appeal permitted pursuant to subsection (c). In addition, no legal action may be
|
(a)
|
The termination does not occur proximate to a downturn in the financial health of the Company;
|
(b)
|
All nonqualified defined contribution, non-elective, account-based retirement plans maintained by the Company and all Affiliates that would be aggregated with the Plan under Code section 409A are terminated when the Plan is terminated;
|
(c)
|
No payments are made within 12 months after the date when the Company takes all steps necessary to terminate and liquidate the Plan, other than payments made pursuant to the Plan’s otherwise applicable distribution provisions;
|
(d)
|
All benefits are distributed within 24 months after the date when the Company takes all steps necessary to terminate and liquidate the Plan; and
|
(e)
|
Neither the Company nor any Affiliate establishes a new nonqualified, non-elective, account-based plan that would be aggregated with the Plan under Code section 409A at any time within three years after the date when the Company takes all steps necessary to terminate and liquidate the Plan.
|
(a)
|
Executing an adoption instrument adopting the Plan, and agreeing to be bound as a participating Employer by all the terms, provisions, conditions, and limitations of the Plan; and
|
(b)
|
Compiling and submitting all information required by the Company with reference to persons in its employment eligible for membership in the Plan.
|
(a)
|
No benefit amount payable under the Plan shall be payable until and unless any and all amounts representing debts or other obligations owed to the Company or other Employer by the Participant with respect to whom such amount would otherwise be payable shall have been fully paid, and
|
(b)
|
The Committee shall establish procedures to determine whether a Participant’s Plan benefit is subject to a legally enforceable domestic relations order.
|
By:
|
/s/ Richard W. Evans, Jr.
|
Its:
|
Chairman
|
By:
|
/s/ Emily Skillman
|
Its:
|
Group Executive Vice President
(Corporate Seal)
|
1.
|
Effective June 26, 2013, Plan section 2.1(y) is amended in its entirety to read as follows:
|
(y)
|
“Spouse”
means with respect to a Participant , a person who is the Participant’s husband or wife (as applicable) under applicable state law to whom the Participant has been legally married during the 12-month period immediately preceding the Participant’ s date of death, if such death is earlier than the date the Participant has a Separation from Service. For purposes of the Plan, the term “Spouse” does not include parties to a registered domestic partnership, civil union, or other similar formal relationship recognized under the laws of a state (or foreign jurisdiction) but which is not recognized as a marriage under that state (or foreign jurisdiction), even if such state or other applicable law provides that persons in these relationships have the same rights, protections, and benefits as married persons.
|
2.
|
Except as amended above, the Plan as in effect prior to this amendment shall continue unchanged.
|
By:
|
/s/ Richard W. Evans, Jr.
|
Its:
|
Chairman and CEO
|
By:
|
/s/ Emily Skillman
|
Exhibit 10.13
|
|
|
|
|
|
Deferred Stock Unit Award Agreement
|
|
with 12 Directors
|
|
|
|
|
|
|
|
Form of Deferred Stock Unit Award Agreements made with the following directors of Cullen/Frost Bankers, Inc.
|
|
|
|
1.
|
Carlos Alvarez
|
2.
|
Chris Avery
|
3.
|
Sam Dawson
|
4.
|
Crawford H. Edwards
|
5.
|
David J. Haemisegger
|
6.
|
Jarvis V. Hollingsworth
|
7.
|
Karen E. Jennings
|
8.
|
Richard M. Kleberg III
|
9.
|
Charles W. Matthews
|
10.
|
Ida Clement Steen
|
11.
|
Graham Weston
|
12.
|
Horace Wilkins, Jr.
|
|
|
All of the above agreements are substantially identical in all material respects, except as to the dates of the agreements and the parties thereto.
|
|
|
Name of Subsidiary
|
State or Other Jurisdiction of Incorporation or
Organization
|
|
Percentage of Voting Securities Owned by Cullen/Frost
Bankers, Inc.
|
|
|
|
|
Cullen/Frost Capital Trust II
|
Delaware
|
|
100%
|
WNB Capital Trust I
|
Delaware
|
|
100%
|
Frost Bank
|
Texas
|
|
100%
|
Main Plaza Corporation
|
Texas
|
|
100%
|
Frost Insurance Agency, Inc.
|
Texas
|
|
100%
|
Frost Brokerage Services, Inc.
|
Texas
|
|
100%
|
Frost Investment Advisors, LLC
|
Delaware
|
|
100%
|
Frost Investment Services, LLC
|
Delaware
|
|
100%
|
Tri-Frost Corporation
|
Texas
|
|
100%
|
Carton Service Corporation
|
Texas
|
|
100%
|
1.
|
Registration Statement (Form S-8 No. 333-203755) pertaining to the 2015 Omnibus Incentive Plan,
|
2.
|
Registration Statement (Form S-8 No. 333-143397) pertaining to the 2007 Outside Director Incentive Plan,
|
3.
|
Registration Statements (Form S-8 No. 333-191964, No. 333-127341 and No. 333-158903) pertaining to the 2005 Omnibus Incentive Plan,
|
4.
|
Registration Statements (Form S-8 No. 333-157236, No. 33-37500 and No.333-108321) pertaining to The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates,
|
5.
|
Registration Statement (Form S-8 No. 33-39478) pertaining to the 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates, and
|
6.
|
Registration Statement (Form S-3 No. 333-214987) of Cullen/Frost Bankers, Inc.;
|
Signature
|
Title
|
Date
|
|
|
|
/s/ PHILLIP D. GREEN
|
Chairman of the Board, Director and Chief Executive Officer (Principal Executive Officer)
|
January 30, 2019
|
Phillip D. Green
|
|
|
|
|
|
/s/ JERRY SALINAS
|
Group Executive Vice President and Chief
Financial Officer (Principal Financial Officer
and Principal Accounting Officer)
|
January 30, 2019
|
Jerry Salinas
|
|
|
|
|
|
/s/ CARLOS ALVAREZ
|
Director
|
January 30, 2019
|
Carlos Alvarez
|
|
|
|
|
|
/s/ CHRIS AVERY
|
Director
|
January 30, 2019
|
Chris Avery
|
|
|
|
|
|
/s/ CYNTHIA COMPARIN
|
Director
|
January 30, 2019
|
Cynthia Comparin
|
|
|
|
|
|
/s/ SAM DAWSON
|
Director
|
January 30, 2019
|
Sam Dawson
|
|
|
|
|
|
/s/ CRAWFORD H. EDWARDS
|
Director
|
January 30, 2019
|
Crawford H. Edwards
|
|
|
|
|
|
/s/ PATRICK B. FROST
|
Director and President of Frost Bank
|
January 30, 2019
|
Patrick B. Frost
|
|
|
|
|
|
/s/ DAVID J. HAEMISEGGER
|
Director
|
January 30, 2019
|
David J. Haemisegger
|
|
|
|
|
|
/s/ JARVIS V. HOLLINGSWORTH
|
Director
|
January 30, 2019
|
Jarvis V. Hollingsworth
|
|
|
|
|
|
/s/ KAREN E. JENNINGS
|
Director
|
January 30, 2019
|
Karen E. Jennings
|
|
|
|
|
|
/s/ RICHARD M. KLEBERG, III
|
Director
|
January 30, 2019
|
Richard M. Kleberg, III
|
|
|
|
|
|
/s/ CHARLES W. MATTHEWS
|
Director
|
January 30, 2019
|
Charles W. Matthews
|
|
|
|
|
|
/s/ IDA CLEMENT STEEN
|
Director
|
January 30, 2019
|
Ida Clement Steen
|
|
|
|
|
|
/s/ GRAHAM WESTON
|
Director
|
January 30, 2019
|
Graham Weston
|
|
|
|
|
|
/s/ HORACE WILKINS, JR
|
Director
|
January 30, 2019
|
Horace Wilkins, Jr.
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Cullen/Frost Bankers, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Phillip D. Green
|
|
Phillip D. Green
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Cullen/Frost Bankers, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Jerry Salinas
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Jerry Salinas
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Group Executive Vice President and
Chief Financial Officer
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/s/ Phillip D. Green
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February 6, 2019
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Phillip D. Green
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/s/ Jerry Salinas
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February 6, 2019
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Jerry Salinas
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