SOUTHSIDE BANCSHARES INC (Form: 10-K, Received: 02/28/2018 17:35:50)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)



ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2017



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From _______ to _______

Commission file number 0-12247

Southside Bancshares, Inc.

(Exact name of registrant as specified in its charter)



Texas		75-1848732
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



1201 S. Beckham Avenue, Tyler, Texas		75701
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (903) 531-7111

Securities registered pursuant to Section 12(b) of the Act:



		Name of each exchange
Title of each class		on which registered
COMMON STOCK, $1.25 PAR VALUE		NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act:

NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer ý	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o
	Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ý

The aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, 2017 was $960,145,277 .

As of February 23, 2018 , 35,027,560 shares of common stock of Southside Bancshares, Inc. were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the Registrant’s proxy statement to be filed for the Annual Meeting of Shareholders to be held May 9, 2018 are incorporated by reference into Part III of this Annual Report on Form 10-K. Other than those portions of the proxy statement specifically incorporated by reference pursuant to Items 10-14 of Part III hereof, no other portions of the proxy statement shall be deemed so incorporated.

TABLE OF CONTENTS



PART I
	ITEM 1. BUSINESS	1
	ITEM 1A. RISK FACTORS	16
	ITEM 1B. UNRESOLVED STAFF COMMENTS	26
	ITEM 2. PROPERTIES	26
	ITEM 3. LEGAL PROCEEDINGS	26
	ITEM 4. MINE SAFETY DISCLOSURES	27
PART II
	ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	28
	ITEM 6. SELECTED FINANCIAL DATA	30
	ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	31
	ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	71
	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	72
	REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	73
	CONSOLIDATED FINANCIAL STATEMENTS	74
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	80
	ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	141
	ITEM 9A. CONTROLS AND PROCEDURES	142
	ITEM 9B. OTHER INFORMATION	144
PART III
	ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	144
	ITEM 11. EXECUTIVE COMPENSATION	144
	ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	144
	ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	144
	ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	144
PART IV.
	ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES	144
	ITEM 16. FORM 10-K SUMMARY	144
SIGNATURES		148

IMPORTANT INFORMATION ABOUT THIS REPORT

In this report, the words “the Company,” “we,” “us,” and “our” refer to the combined entities of Southside Bancshares, Inc. and its subsidiaries, including Southside Bank. The words “Southside” and “Southside Bancshares” refer to Southside Bancshares, Inc. The words “Southside Bank” and “the Bank” refer to Southside Bank. “SFG” refers to SFG Finance, LLC (formerly Southside Financial Group, LLC) which was a wholly-owned subsidiary of the Bank until 2015. SFG is consolidated in our financial statements and was dissolved in April 2015. “Omni” refers to OmniAmerican Bancorp, Inc., a bank holding company acquired by Southside in 2014. “Diboll” refers to Diboll State Bancshares, Inc., a bank holding company acquired by Southside in 2017.

On June 12, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Diboll State Bancshares, Inc., a Texas corporation and the holding company for First Bank & Trust East Texas, a Texas banking association based in Diboll, Texas. On October 17, 2017, the shareholders of Diboll approved the merger. The merger was completed on November 30, 2017. Pursuant to the Merger Agreement, each outstanding share of common stock of Diboll was converted into (a) 6.5021 shares of Southside common stock and (b) $28.12 in cash. For additional information concerning the effect of the merger and the fair value of assets assumed in relation to the merger, see “Note 2 - Acquisition”.

PART I


ITEM 1.	BUSINESS

FORWARD-LOOKING INFORMATION

The disclosures set forth in this item are qualified by the section captioned “Cautionary Notice Regarding Forward-Looking Statements” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K and other cautionary statements set forth elsewhere in this report.

GENERAL

Southside Bancshares, Inc., incorporated in Texas in 1982, is a bank holding company for Southside Bank, a Texas state bank headquartered in Tyler, Texas that was formed in 1960. We operate through 60 branches, 16 of which are located in grocery stores, and 40 motor bank facilities in addition to trust services, and/or loan production or other financial services offices.

At December 31, 2017 , our total assets were $6.50 billion , total loans were $3.29 billion , total deposits were $4.52 billion , and total equity was $754.1 million . For the years ended December 31, 2017 and 2016 , our net income was $54.3 million and $49.3 million , respectively. For the year ended December 31, 2017, diluted earnings per common share were $1.81 , the same as for the year ended 2016. We have paid a cash dividend every year since 1970 (including dividends paid by Southside Bank prior to the incorporation of Southside Bancshares).

We are a community-focused financial institution that offers a full range of financial services to individuals, businesses, municipal entities, and nonprofit organizations in the communities that we serve. These services include consumer and commercial loans, deposit accounts, trust services, safe deposit services and brokerage services.

Our consumer loan services include 1-4 family residential loans, home equity loans, home improvement loans, automobile loans and other installment loans. Commercial loan services include short-term working capital loans for inventory and accounts receivable, short and medium-term loans for equipment or other business capital expansion, commercial real estate loans and municipal loans. We also offer construction loans for 1-4 family residential and commercial real estate.

We offer a variety of deposit accounts with a wide range of interest rates and terms, including savings, money market, interest and noninterest bearing checking accounts and certificates of deposit (“CDs”). Our trust services include investment management, administration and advisory services, primarily for individuals and, to a lesser extent, partnerships and corporations. At December 31, 2017 , our trust department managed approximately $1.96 billion of trust assets.

Our business strategy includes evaluating expansion opportunities through acquisitions of financial institutions in market areas that could complement our existing franchise. We generally seek merger partners that are culturally similar, have experienced management and possess either significant market presence or have potential for improved profitability through financial management, economies of scale and expanded services.

We and our subsidiaries are subject to comprehensive regulation, examination and supervision by the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Texas Department of Banking (the “TDB”) and the Federal Deposit Insurance Corporation (the “FDIC”) and are subject to numerous laws and regulations relating to internal controls, the extension of credit, making of loans to individuals, deposits and all other facets of our operations.

Our primary executive offices are located at 1201 South Beckham Avenue, Tyler, Texas 75701, and our telephone number is 903-531-7111. Our website can be found at www.southside.com . Our public filings with the Securities and Exchange

Commission (the “SEC”) may be obtained free of charge on either our website, https://www.southside.com/about/investor-relations under the topic Documents, or the SEC’s website, www.sec.gov, as soon as reasonably practicable after filing with the SEC.

MARKET AREA

We are headquartered in Tyler, Texas. The Tyler metropolitan area has a population of approximately 210,000 and is located approximately 90 miles east of Dallas, Texas and 90 miles west of Shreveport, Louisiana.

We consider our primary market areas to be East Texas, Southeast Texas, the greater Fort Worth, Texas area and the greater Austin, Texas area. Our expectation is that our presence in all of the market areas we serve should grow in the future. In addition, we continue to explore new markets in which we believe we can expand successfully.

The principal economic activities in our market areas include retail, distribution, manufacturing, medical services, education, government and oil and gas industries. Additionally, the industry base includes conventions and tourism, as well as retirement relocation. These economic activities support a growing regional system of medical service, retail and education centers. Tyler, Longview, Fort Worth, Austin and Arlington are home to several nationally recognized health care systems that represent all major specialties.

Our 60 branches and 40 motor bank facilities are located in and around Tyler, Longview, Lindale, Gresham, Jacksonville, Bullard, Chandler, Hawkins, Palestine, Gun Barrel City, Whitehouse, Fort Worth, Arlington, Cleburne, Euless, Flower Mound, Frisco, Granbury, Grapevine, Irving, Watauga, Weatherford, Austin, Diboll, Lufkin, Nacogdoches, Cleveland, Splendora, Jasper, Pineland, Hemphill and San Augustine. Our advertising is designed to target the market areas we serve. The type and amount of advertising in each market area is directly attributable to our market share in that market area combined with overall cost.

Additionally, our customers may access various banking services through a network of over 84 automated teller machines (“ATMs”), interactive teller machines (“ITMs”) and ATMs owned by others, through debit cards, and through our automated telephone, internet and electronic banking products. These products allow our customers to apply for loans from their computers, open deposit accounts, access account information and conduct various other transactions from their telephones, smart phones and computers.

RECENT DEVELOPMENTS

During the year ended December 31, 2017, we closed one of our traditional branches in Ft. Worth and a grocery store branch in Athens.

During the fourth quarter of 2017, we received regulatory approval to acquire Diboll State Bancshares, and the acquisition was completed on November 30, 2017.

THE BANKING INDUSTRY IN TEXAS

The banking industry is affected by general economic conditions such as interest rates, inflation, recession, unemployment and other factors beyond our control. During the last 30 years the Texas economy has continued to diversify, decreasing the overall impact of fluctuations in oil and gas prices; however, the oil and gas industry is still a significant component of the Texas economy. Since 2015, economic growth, employment gains and business activity across a wide range of industries and regions in the U.S. has reflected slow but steady growth. During a majority of that time economic growth and business activity in certain Texas markets we serve have exceeded the U.S. average. In 2014, decisions by certain members of the Organization of Petroleum Exporting Countries (“OPEC”) to maintain higher crude oil production levels, combined with increased production levels in the United States led to increased global oil supplies which has resulted in significant declines in market oil prices. At one point the price per barrel of crude oil traded below $30. As of December 31, 2017, the price per barrel of crude oil was approximately $60 compared to a high during 2014 of over $100. Despite this lower oil price, the overall Texas economy has continued to perform well the last three years. A prolonged period of lower oil prices could have a negative impact on the U.S. economy and, in particular, the economies of energy-dominant states such as Texas. We cannot predict whether current economic conditions will improve, remain the same or decline.

COMPETITION

The activities we are engaged in are highly competitive. Financial institutions such as credit unions, financial technology (“fintech”) companies, consumer finance companies, insurance companies, brokerage companies and other financial institutions with varying degrees of regulatory restrictions compete vigorously for a share of the financial services market. Brokerage and insurance companies continue to become more competitive in the financial services arena and pose an ever-increasing challenge to banks. Legislative changes also greatly affect the level of competition we face. Federal legislation allows credit unions to use their expanded membership capabilities, combined with tax-free status, to compete more fiercely for traditional bank business. The tax-free status granted to credit unions provides them with a significant competitive advantage. Many of the largest banks operating in Texas, including some of the largest banks in the country, have offices in our market areas with capital resources, broader geographic markets, and legal lending limits substantially in excess of those available to us. We face competition from institutions that offer products and services we do not or cannot currently offer. Some institutions we compete with offer interest rate levels on loan and deposit products that we are unwilling to offer due to interest rate risk and overall profitability concerns. We expect the level of competition to continue to increase.

EMPLOYEES

At February 16, 2018 , we employed approximately 855 full time equivalent persons. None of our employees are represented by any unions or similar groups, and we have not experienced any type of strike or labor dispute. We consider the relationship with our employees to be good.

SUPERVISION AND REGULATION

General

Banking is a complex, highly regulated industry. As a bank holding company under federal law, the Company is subject to regulation, supervision and examination by the Federal Reserve. In addition, under state law, as the parent company of a Texas-chartered state bank that is not a member of the Federal Reserve System, the Company is subject to supervision and examination by the TDB. As a Texas-chartered state bank, Southside Bank is subject to regulation, supervision and examination by the TDB, as its chartering authority, and by the FDIC, as its primary federal regulator and deposit insurer. This system of regulation and supervision applicable to us establishes a comprehensive framework for our operations and is intended primarily for the protection of bank depositors, the FDIC’s Deposit Insurance Fund (“DIF”) and the public, rather than our shareholders and creditors.

In addition to the system of regulation and supervision outlined above, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which is discussed in greater detail below, created the Consumer Financial Protection Bureau (the “Bureau”), a federal regulatory body with broad authority to regulate the offering and provision of consumer financial products and services. The Bureau officially came into being on July 21, 2011, and rulemaking authority for a range of consumer financial protection laws (such as the Truth in Lending Act, the Electronic Fund Transfer Act and the Real Estate Settlement Procedures Act, among others) transferred from the federal prudential banking regulators to the Bureau on that date. The Dodd-Frank Act gives the Bureau authority to supervise and examine depository institutions with more than $10 billion in assets for compliance with these federal consumer laws. The authority to supervise and examine depository institutions with $10 billion or less in assets for compliance with federal consumer laws will remain largely with those institutions’ primary regulators. However, the Bureau may participate in examinations of these smaller institutions on a “sampling basis” and may refer potential enforcement actions against such institutions to their primary regulators. The Bureau will also have supervisory and examination authority over certain nonbank institutions that offer consumer financial products or services. The Dodd-Frank Act identifies a number of covered nonbank institutions, and also authorizes the Bureau to identify additional institutions that will be subject to its jurisdiction. Accordingly, the Bureau may participate in examinations of Southside Bank, and could supervise and examine other direct or indirect subsidiaries of the Company that offer consumer financial products or services.

The earnings of Southside Bank and, therefore, the earnings of the Company, are affected by general economic conditions, changes in federal and state laws and regulations and actions of various regulatory authorities, including those referenced above. Additional changes to the laws and regulations applicable to us are frequently proposed at both the federal and state levels. As a result of the Dodd-Frank Act, which was enacted on July 21, 2010, the regulatory framework under which we operate has changed and may continue to change substantially over the next several years. The Dodd-Frank Act represents a significant overhaul of many aspects of the regulation of the financial services industry, addressing, among other things, systemic risk, capital adequacy, deposit insurance assessments, consumer financial protection, interchange fees, derivatives, lending limits, mortgage lending practices, registration of investment advisors and changes among the bank regulatory agencies. Among the provisions that have impacted or are likely to affect the operations of the Company and Southside Bank are the following:


•	Creation of the Bureau with centralized authority, including supervisory, examination and enforcement authority, for consumer protection in the banking industry;


•	New limitations on federal preemption;


•	New prohibitions and restrictions on the ability of a banking entity and nonbank financial company to engage in proprietary trading and have certain interests in, or relationships with, a hedge fund or private equity fund;


•	Application of new regulatory capital requirements, including changes to leverage and risk-based capital standards and changes to the components of permissible tiered capital;


•	Requirement that holding companies and their subsidiary banks be well capitalized and well managed in order to engage in activities permitted for financial holding companies;


•	Impacts to accounting and reporting obligations resulting from the change to corporate income tax rates under recently enacted tax law;


•	Changes to the assessment base for deposit insurance premiums;


•	Permanently raising the FDIC’s standard maximum deposit insurance amount to $250,000;


•	Repeal of the prohibition on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts;


•	Restrictions on compensation, including a prohibition on incentive-based compensation arrangements that encourage inappropriate risk taking by covered financial institutions and are deemed to be excessive, or that may lead to material losses;


•	Requirement that sponsors of asset-backed securities retain a percentage of the credit risk underlying the securities; and


•	Requirement that banking regulators remove references to and requirements of reliance upon credit ratings from their regulations and replace them with appropriate alternatives for evaluating creditworthiness.

Some of these and other major changes could materially impact the profitability of our business, the value of assets we hold or the collateral available for our loans, require changes to business practices, or force us to discontinue businesses and expose us to additional costs, taxes, liabilities, enforcement actions and reputational risk. Many of these provisions became effective upon enactment of the Dodd-Frank Act, while others were subject to further study, rulemaking, and the discretion of regulatory bodies and have only recently taken effect or will take effect in the coming years. In light of these significant changes and the discretion afforded to federal regulators, we cannot fully predict the effect that compliance with the Dodd-Frank Act or any implementing regulations will have on the Company or Southside Bank’s businesses or their ability to pursue future business opportunities. Additional regulations resulting from the Dodd-Frank Act may materially adversely affect the Company’s business, financial condition or results of operations.

The likelihood, timing, and scope of any such change and the impact any such change may have on us are impossible to determine with any certainty. Also, additional changes to the laws and regulations applicable to us are frequently proposed at both the federal and state levels. We cannot predict whether new legislation or regulations will be enacted and, if enacted, the effect that it, or any regulations, would have on our business, financial condition or results of operations. Set forth below is a brief description of the significant federal and state laws and regulations to which we are currently subject. These descriptions do not purport to be complete and are qualified in their entirety by reference to the particular statutory or regulatory provision.

Holding Company Regulation

As a bank holding company regulated under the Bank Holding Company Act of 1956 (“BHCA”), as amended, the Company is registered with and subject to regulation, supervision and examination by the Federal Reserve. The Company is required to file annual and other reports with, and furnish information to, the Federal Reserve, which makes periodic inspections of the Company. The Federal Reserve may also examine our non-bank subsidiaries.

Permitted Activities . Under the BHCA, a bank holding company is generally permitted to engage in, or acquire direct or indirect control of more than five percent of the voting shares of any company engaged in, the following activities:


•	banking or managing or controlling banks;


•	furnishing services to or performing services for our subsidiaries; and


•	any activity that the Federal Reserve determines to be so closely related to banking as to be a proper incident to the business of banking, including:


◦	factoring accounts receivable;


◦	making, acquiring, brokering or servicing loans and usual related activities;


◦	leasing personal or real property;


◦	operating a nonbank depository institution, such as a savings association;


◦	performing trust company functions;


◦	conducting financial and investment advisory activities;


◦	conducting discount securities brokerage activities;


◦	underwriting and dealing in government obligations and money market instruments;


◦	providing specified management consulting and counseling activities;


◦	performing selected data processing services and support services;


◦	acting as agent or broker in selling credit life insurance and other types of insurance in connection with credit transactions;


◦	performing selected insurance underwriting activities;


◦	providing certain community development activities (such as making investments in projects designed primarily to promote community welfare); and


◦	issuing and selling money orders and similar consumer-type payment instruments.

The Federal Reserve has the authority to order a bank holding company or its subsidiaries to terminate any of these activities or to terminate its ownership or control of any subsidiary when the Federal Reserve has reasonable cause to believe that the bank holding company’s continued ownership, activity or control constitutes a serious risk to the financial safety, soundness or stability of it or any of its bank subsidiaries.

Under the BHCA, a bank holding company meeting certain eligibility requirements may elect to become a “financial holding company,” which is a form of bank holding company with authority to engage in additional activities. Specifically, a financial holding company and companies under its control may engage in activities that are “financial in nature,” as defined by the Gramm-Leach-Bliley Act (“GLBA”) and Federal Reserve interpretations, and therefore may engage in a broader range of activities than those permitted for bank holding companies and their subsidiaries. Financial activities specifically include insurance brokerage and underwriting, securities underwriting and dealing, merchant banking, investment advisory and lending activities. Financial holding companies and their subsidiaries also may engage in additional activities that are determined by the Federal Reserve, in consultation with the U.S. Department of the Treasury, to be “financial in nature or incidental to” a financial activity or are determined by the Federal Reserve unilaterally to be “complementary” to financial activities.

In order to offer broker-dealer services through our subsidiary, Southside Securities, Inc., on February 8, 2011, we filed with the Federal Reserve Bank of Dallas a declaration of financial holding company status and were granted financial holding company status on March 22, 2011. Election of financial holding company status is not automatic and it was granted based upon consideration of a number of factors, including that all of our depository institution subsidiaries satisfy the Federal Reserve’s “well capitalized” and “well managed” standards and have at least a satisfactory rating under the Community Reinvestment Act (“CRA”) (discussed below). Now that we have succeeded in attaining financial holding company status, that status could be impacted by the condition of Southside Bank and/or other factors. For example, if Southside Bank ceases to be “well capitalized” or “well managed” under applicable regulatory standards, the Federal Reserve may, among other things, place limitations on our ability to conduct broader financial activities or, if the deficiencies persist, require us to divest Southside Bank. In addition, if Southside Bank were to receive a rating of less than satisfactory under the CRA, we would be prohibited from engaging in any additional activities other than those permissible for bank holding companies that are not financial holding companies. If we undertake expanded financial activities (that are not permissible for a bank holding company) and we fail to continue to meet any of the prerequisites for “financial holding company” status, including those described above, the financial holding company would be required to enter into an agreement with the Federal Reserve to comply with all applicable capital and management requirements. If we do not return to compliance within 180 days, the Federal Reserve may order the financial holding company to divest its Bank or the Company may discontinue or divest investments in companies engaged in activities permissible only for a bank holding company that has elected to be treated as a financial holding company. We began engaging in broker-dealer activities through Southside Securities, Inc. on June 16, 2011. In early 2013, to further concentrate on our primary business of banking, a management decision was made to close Southside Securities, Inc. We ceased engaging in broker-dealer activities through Southside Securities, Inc. in the second quarter of 2013. However, our financial holding company status has been maintained.

Capital Adequacy . Each of the federal banking agencies, including the Federal Reserve and the FDIC, has issued substantially similar risk-based and leverage capital guidelines applicable to the banking organizations they supervise. As a result of new regulations, we were required to begin complying with higher minimum capital requirements as of January 1, 2015. The

new capital rules (“Updated Capital Rules”), which are discussed below, implement certain provisions of the Dodd-Frank Act and a separate, international regulatory capital initiative known as “Basel III.” These Updated Capital Rules also make important changes to the “prompt corrective action” framework discussed below in Bank Regulation - Prompt Corrective Action and Undercapitalization .

The agencies’ prior risk-based guidelines, applicable to the Company before January 1, 2015, defined a three-tier capital framework. Risk-based capital ratios were calculated by dividing, as appropriate, total capital and Tier 1 capital by risk-weighted assets. Assets and off-balance sheet exposures were assigned to one of four categories of risk weights, based primarily on relative credit risk. Under these prior risk-based capital requirements, the Company and Southside Bank were each generally required to maintain a minimum ratio of total capital to risk-weighted assets of at least 8% and a minimum ratio of Tier 1 capital to risk-weighted assets of at least 4%. To the extent we engaged in trading activities, we were required to adjust our risk-based capital ratios to take into consideration market risks that may result from movements in market prices of covered trading positions in trading accounts, or from foreign exchange or commodity positions, whether or not in trading accounts, including changes in interest rates, equity prices, foreign exchange rates or commodity prices.

Each of the federal bank regulatory agencies, including the Federal Reserve and the FDIC, also had established minimum leverage capital requirements for the banking organizations they supervise. These requirements provided that banking organizations that met certain criteria, including excellent asset quality, high liquidity, low interest rate exposure and good earnings, and that had received the highest regulatory rating must maintain a ratio of Tier 1 capital to total adjusted average assets of at least 3%. Institutions not meeting these criteria, as well as institutions with supervisory, financial or operational weaknesses, were expected to maintain a minimum Tier 1 capital to total adjusted average assets ratio equal to 100 to 200 basis points above this stated minimum. Holding companies experiencing internal growth or making acquisitions were expected to maintain strong capital positions substantially above the minimum supervisory levels without significant reliance on intangible assets. The Federal Reserve also considered a “tangible Tier 1 capital leverage ratio” (deducting all intangibles) and other indicators of capital strength in evaluating proposals for expansion or new activity.

The Updated Capital Rules, which became applicable to the Company and the Bank on January 1, 2015, made substantial changes to these previous standards. Among other things, the new regulations (i) introduced a new capital requirement known as “Common Equity Tier 1” (“CET1”), (ii) stated that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments meeting certain requirements, (iii) defined CET1 to require that most deductions and adjustments to regulatory capital measures be made to CET1 and not to the other components of capital and (iv) revised the scope of the deductions and adjustments from capital as compared to regulations that previously applied to the Company and other banking organizations.

The Updated Capital Rules also established the following minimum capital ratios: 4.5 percent CET1 to risk-weighted assets; 6.0 percent Tier 1 capital to risk-weighted assets; 8.0 percent total capital to risk-weighted assets; and 4.0 percent Tier 1 leverage ratio to average consolidated assets. In addition, the Updated Capital Rules also introduced a minimum “capital conservation buffer” equal to 2.5% of an organization’s total risk-weighted assets, which exists in addition to these new required minimum CET1, Tier 1, and total capital ratios. The “capital conservation buffer,” which must consist entirely of CET1, is designed to absorb losses during periods of economic stress. The Updated Capital Rules provide for a number of deductions from and adjustments to CET1, which include the requirement that mortgage servicing rights, deferred tax assets arising from temporary differences that could not be realized through net operating loss carrybacks and significant investments in non-consolidated financial entities be deducted from CET1 to the extent that any one such category exceeds 10% of CET1 or all such categories in the aggregate exceed 15% of CET1.

Certain regulatory capital ratios of the Company and Southside Bank, as of December 31, 2017 , are shown in the following table.



	Capital Adequacy Ratios
	Regulatory Minimums		Regulatory Minimums to be Well Capitalized		Southside Bancshares, Inc.		Southside Bank
Common Equity Tier 1 risk-based capital ratio	4.50	%	6.50	%	14.65	%	18.27	%
Tier 1 risk-based capital ratio	6.00	%	8.00	%	16.12	%	18.27	%
Total risk-based capital ratio	8.00	%	10.00	%	19.22	%	18.86	%
Leverage ratio	4.00	%	5.00	%	11.16	%	12.66	%

Under the previous capital framework, the effects of accumulated other comprehensive income items included in shareholders’ equity under U.S. generally accepted accounting principles (“GAAP “) were excluded for the purposes of determining capital ratios. However, the effects of certain accumulated other comprehensive items are not excluded under the Updated Capital Rules. The Updated Capital Rules permitted most banking organizations, including the Company and Southside Bank, to make a one-time permanent election on the institution’s first call report filed after January 1, 2015 to continue to exclude these items, which Southside Bank did in its March 31, 2015 call report.

Under the Updated Capital Rules, certain hybrid securities, such as trust preferred securities, do not qualify as Tier 1 capital. However, for bank holding companies like us that had assets of less than $15 billion as of December 31, 2009, trust preferred securities issued prior to May 19, 2010 can be treated as Tier 1 capital to the extent that they do not exceed 25% of Tier 1 capital after the application of capital deductions and adjustments.

In addition, reflecting the importance that regulators place on managing capital and other risks, in May 2012 the banking agencies also issued guidance on stress testing for banking organizations with more than $10 billion in total consolidated assets. This guidance outlines four “high-level” principles for stress testing practices that should be a part of a banking organization’s stress-testing framework. Specifically, the guidance calls for the framework to (i) include activities and exercises that are tailored to and sufficiently capture the banking organization’s exposures, activities and risks; (ii) employ multiple conceptually sound stress testing activities and approaches; (iii) be forward-looking and flexible; and (iv) be clear, actionable, well-supported, and used in the decision-making process. Moreover, the federal bank regulators have issued a series of guidance and rulemakings applicable to “large banks.” While many of these do not currently apply to us due to our asset size, these issuances could impact industry capital standards and practices in many, potentially unforeseeable, ways.

Source of Strength . Federal Reserve policy and regulation require a bank holding company to act as a source of financial and managerial strength to its subsidiary banks. As a result, a bank holding company may be required to contribute additional capital to its subsidiaries in the form of capital notes or other instruments which qualify as capital under regulatory rules. Any loans from the holding company to its subsidiary banks likely will be unsecured and subordinated to the bank’s depositors and perhaps to other creditors of the bank. Notably, the Dodd-Frank Act codified the Federal Reserve’s “source of strength” policy; this statutory change became effective July 21, 2011. In addition to the foregoing requirements, the Dodd-Frank Act’s provisions authorize the Federal Reserve and other federal banking regulators to require a company that directly or indirectly controls a bank to submit reports that are designed both to assess the ability of such company to comply with its “source of strength” obligations and to enforce the company’s compliance with these obligations. As of December 31, 2017 the Federal Reserve and other federal banking regulators have not yet issued rules implementing this requirement.

In addition, if a bank holding company enters into bankruptcy or becomes subject to the orderly liquidation process established by the Dodd-Frank Act, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank would be assumed by the bankruptcy trustee or the FDIC, as appropriate, and entitled to a priority of payment. In addition, the FDIC provides that any insured depository institution generally will be liable for any loss incurred by the FDIC in connection with the default of, or any assistance provided by the FDIC to, a commonly controlled insured depository institution. Southside Bank is an FDIC-insured depository institution and thus subject to these requirements. See also Bank Regulation - Prompt Corrective Action and Undercapitalization .

Dividends . The principal source of our liquidity at the parent company level is dividends from Southside Bank. Southside Bank is subject to federal and state restrictions on its ability to pay dividends to the Company. We must pay essentially all of our operating expenses from funds we receive from Southside Bank. Therefore, shareholders may receive dividends from us only to the extent that funds are available after payment of our operating expenses. Consistent with its “source of strength” policy, the Federal Reserve discourages bank holding companies from paying dividends except out of operating earnings and prefers that dividends be paid only if, after the payment, the prospective rate of earnings retention appears consistent with the bank holding company’s capital needs, asset quality and overall financial condition.

Among other things, the ability of banks and bank holding companies to pay dividends, and the contents of their respective dividend policies, could be impacted by a range of changes imposed by the Dodd-Frank Act, many of which will require implementing rules to become effective. See also Bank Regulation - Dividends for additional information.

Change in Control . Subject to certain exceptions, under the BHCA and the Change in Bank Control Act (“CBCA”), and the regulations promulgated thereunder, persons who intend to acquire direct or indirect control of a depository institution or a bank holding company are required to obtain the approval of the Federal Reserve prior to acquiring control. With respect to the Company, “control” is conclusively presumed to exist where an acquiring party directly or indirectly owns, controls or has the power to vote at least 25% of our voting securities. Under the Federal Reserve’s CBCA regulations, a rebuttable presumption of control would arise with respect to an acquisition where, after the transaction, the acquiring party owns, controls or has the power to vote at least 10% (but less than 25%) of our voting securities. In certain cases, a company may also be presumed to have control under the BHCA if it acquires five percent or more of any class of voting securities.

On September 22, 2008, the Federal Reserve issued a policy statement on minority equity investments in banks and bank holding companies, that permits investors to (1) acquire up to 33 percent of the total equity of a target bank or bank holding company, subject to certain conditions, including that the acquiring investor does not acquire 15 percent or more of any class of voting securities, and (2) designate at least one director, without triggering the various regulatory requirements associated with control.

Acquisitions . The BHCA provides that a bank holding company must obtain the prior approval of the Federal Reserve (i) for the acquisition of more than five percent of the voting stock in any bank or bank holding company, (ii) for the acquisition of substantially all the assets of any bank or bank holding company, or (iii) in order to merge or consolidate with another bank holding company.

Regulatory Examination . Federal and state banking agencies require the Company and Southside Bank to prepare annual reports on financial condition and to conduct an annual audit of financial affairs in compliance with minimum standards and procedures. Southside Bank, and in some cases the Company and any nonbank affiliates, must undergo regular on-site examinations by the appropriate regulatory agency, which will examine for adherence to a range of legal and regulatory compliance responsibilities. A bank regulator conducting an examination has complete access to the books and records of the examined institution, and the results of the examination are confidential. The cost of examinations may be assessed against the examined organization as the agency deems necessary or appropriate. The FDIC has developed a method for insured depository institutions to provide supplemental disclosure of the estimated fair value of assets and liabilities, to the extent feasible and practicable, in any balance sheet, financial statement, report of condition or any other report. On December 22, 2017, Congress enacted the Tax Cuts and Jobs Act which will have immediate accounting and reporting implications for the Company and Southside Bank. Specifically, the lower corporate tax rate will change how the Company and the Bank calculate their deferred tax assets and deferred tax liabilities which are disclosed on their financial statements and regulatory reports, and may have an impact on their respective capital calculations under the Basel III Capital Rules, which are discussed above in “ Holding Company Regulation - Capital Adequacy .”

Enforcement Authority . The Federal Reserve has broad enforcement powers over bank holding companies and their nonbank subsidiaries, as well as “institution-affiliated parties,” including management, employees, agents, independent contractors and consultants, such as attorneys and accountants and others who participate in the conduct of the institution’s affairs, and has authority to prohibit activities that represent unsafe or unsound banking practices or constitute knowing or reckless violations of laws or regulations. These powers may be exercised through the issuance of cease and desist orders, civil money penalties or other actions. Civil money penalties can be as high as $1,000,000 for each day the activity continues and criminal penalties for some financial institution crimes may include imprisonment for 20 years. Regulators have flexibility to commence enforcement actions against institutions and institution-affiliated parties, and the FDIC has the authority to terminate deposit insurance. When issued by a banking agency, cease and desist and similar orders may, among other things, require affirmative action to correct any harm resulting from a violation or practice, including restitution, reimbursement, indemnifications or guarantees against loss. A financial institution may also be ordered to restrict its growth, dispose of certain assets, rescind agreements or contracts, or take other actions determined to be appropriate by the ordering agency. The federal banking agencies also may remove a director or officer from an insured depository institution (or bar them from the industry) if a violation is willful or reckless.

Bank Regulation

Southside Bank is a Texas-chartered commercial bank, the deposits of which are insured up to the applicable limits by the DIF of the FDIC. Southside Bank is not a member of the Federal Reserve System. The Bank is subject to extensive regulation, examination and supervision by the TDB, as its chartering authority, and by the FDIC, as its primary federal regulator and deposit insurer. In addition, the Bureau could participate in examinations of the Bank (as described above) in the near term regarding the Bank’s offering of consumer financial products and services. The federal and state laws applicable to banks regulate, among other things, the scope of their business and investments, lending and deposit-taking activities, borrowings, maintenance of retained earnings and reserve accounts, distribution of earnings and payment of dividends.

Permitted Activities and Investments . Under the Federal Deposit Insurance Act (“FDIA”), the activities and investments of state nonmember banks are generally limited to those permissible for national banks, notwithstanding state law. With FDIC approval, a state nonmember bank may engage in activities not permissible for a national bank if the FDIC determines that the activity does not pose a significant risk to the DIF and that the bank meets its minimum capital requirements. Similarly, under Texas law, a state bank may engage in those activities permissible for national banks domiciled in Texas. The TDB may permit a Texas state bank to engage in additional activities so long as the performance of the activity by the bank would not adversely affect the safety and soundness of the bank.

On December 10, 2013, federal regulators, including the Federal Reserve and the FDIC, issued final rules to implement Section 619 of the Dodd-Frank Act, known as the “Volcker Rule,” to prohibit insured depository institutions, such as Southside Bank, and their affiliates, such as the Company, from proprietary trading and acquiring certain interests in hedge or private equity funds. The final rules contain certain exemptions from the prohibition and permit the retention of certain ownership interests.

Insured depository institutions were generally required to conform their activities and investments to the requirements by July 21, 2015. The Federal Reserve extended the conformance deadline twice (first to July 21, 2016, and again to July 21, 2017) for certain legacy “covered funds” activities and investments in place before December 31, 2013. Further, the Federal Reserve Board permits limited exemptions, upon application, for divestiture of certain “illiquid” covered funds, for an additional period of up to five years beyond that date.

Brokered Deposits . Southside Bank also may be restricted in its ability to accept, renew or roll over brokered deposits, depending on its capital classification. Only “well-capitalized” banks are permitted to accept, renew or roll over brokered deposits. The FDIC may, on a case-by-case basis, permit banks that are adequately capitalized to accept brokered deposits if the FDIC determines that acceptance of such deposits would not constitute an unsafe or unsound banking practice with respect to the bank. Undercapitalized banks generally may not accept, renew or roll over brokered deposits.

Loans to One Borrower . Under Texas law, without the approval of the TDB and subject to certain limited exceptions, the maximum aggregate amount of loans that Southside Bank is permitted to make to any one borrower is 25% of Tier 1 capital.

Insider Loans . Under Regulation O of the Federal Reserve, as made applicable to state nonmember banks by section 18(j)(2) of the FDIA, Southside Bank is subject to quantitative restrictions on extensions of credit to its executive officers and directors, the executive officers and directors of the Company, any owner of 10% or more of its stock or the stock of Southside Bancshares, Inc. and certain entities affiliated with any such persons. In general, any such extensions of credit must (i) not exceed certain dollar limitations, (ii) be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with third parties, and (iii) not involve more than the normal risk of repayment or present other unfavorable features. Additional restrictions are imposed on extensions of credit to executive officers. Certain extensions of credit also require the approval of a bank’s board of directors.

Deposit Insurance and Assessments . The deposits of Southside Bank are insured by the DIF of the FDIC, up to the applicable limits established by law and are subject to the deposit insurance premium assessments of the DIF. The Dodd-Frank Act amended the statutory regime governing the DIF. Among other things, the Dodd-Frank Act established a minimum designated reserve ratio (“DRR”) of 1.35 percent of estimated insured deposits (which the FDIC has set at 2.0 percent each year since 2010), required that the fund reserve ratio reach 1.35 percent by September 30, 2020 and directed the FDIC to amend its regulations to redefine the assessment base used for calculating deposit insurance assessments. Specifically, the Dodd-Frank Act requires the assessment base to be an amount equal to the average consolidated total assets of the insured depository institution during the assessment period, minus the sum of the average tangible equity of the insured depository institution during the assessment period and an amount the FDIC determines is necessary to establish assessments consistent with the risk-based assessment system found in the FDIA.

Furthermore, on February 7, 2011, the FDIC issued a final rule changing its assessment system from one based on domestic deposits to one based on the average consolidated total assets of a bank minus its average tangible equity during each quarter. This rule modified two adjustments added to the risk-based pricing system in 2009 (an unsecured debt adjustment and a brokered deposit adjustment), discontinued a third adjustment added in 2009 (the secured liability adjustment), and added an adjustment for long-term debt held by an insured depository institution where the debt is issued by another insured depository institution. Under these revisions to the DIF rules, the total base assessment rates will vary depending on the DIF reserve ratio. On April 26, 2016, the FDIC issued a final rule to refine the deposit insurance assessment system for small insured depository institutions that have been federally insured for at least five years. The rule, which became effective on July 1, 2016, revised the financial ratios method, updated the financial measures used, and eliminated risk categories for such banks.

In addition, all FDIC-insured institutions are required to pay a pro rata portion of the interest due on bonds issued by the Financing Corporation (“FICO”) to fund the closing and disposal of failed thrift institutions by the Resolution Trust Corporation. FICO assessment rates, which are calculated off the assessment base established by the Dodd-Frank Act, are set quarterly. The rate was 0.560 (annual) basis points for the first quarter of 2017 and 0.540 (annual) basis points for the second, third and fourth quarters of 2017. It was 0.460 (annual) basis points for the first quarter of 2018. These assessments will continue until the FICO bonds mature in 2018 through 2019.

Capital Adequacy .

See Holding Company Regulation - Capital Adequacy .

Prompt Corrective Action and Undercapitalization . The Federal Deposit Insurance Corporation Improvement Act (the “FDICIA”) established a system of prompt corrective action to resolve the problems of undercapitalized insured depository institutions. Under this system, the federal banking regulators are required to rate insured depository institutions on the basis of five capital categories as described below. The federal banking regulators are also required to take mandatory supervisory actions and are authorized to take other discretionary actions, with respect to insured depository institutions in the three undercapitalized categories, the severity of which will depend upon the capital category in which the insured depository institution is assigned. Generally, subject to a narrow exception, the FDICIA requires the banking regulator to appoint a receiver or conservator

for an insured depository institution that is critically undercapitalized. The federal banking agencies have specified by regulation the relevant capital level for each category. The thresholds for each of these categories were recently revised pursuant to the Basel III Capital Rules, which are discussed above in “ Holding Company Regulation - Capital Adequacy .” These revised categories started to apply to Southside Bank on January 1, 2015.

Under the regulations, all insured depository institutions are assigned to one of the following capital categories:

•

Well Capitalized - The insured depository institution exceeds the required minimum level for each relevant capital measure. Under the Updated Capital Rules, a well-capitalized insured depository institution is one (1) having a total risk-based capital ratio of 10 percent or greater, (2) having a Tier 1 risk-based capital ratio of 8 percent or greater, (3) having a CET1 capital ratio of 6.5 percent or greater, (4) having a leverage capital ratio of 5 percent or greater and (5) that is not subject to any order or written directive to meet and maintain a specific capital level for any capital measure.

•

Adequately Capitalized - The insured depository institution meets the required minimum level for each relevant capital measure. Under the Updated Capital Rules, an adequately-capitalized depository institution is one having (1) a total risk based capital ratio of 8 percent or more, (2) a Tier 1 capital ratio of 6 percent or more, (3) a CET1 capital ratio of 4.5 percent or more, and (4) a leverage ratio of 4 percent or more.

•

Undercapitalized - The insured depository institution fails to meet the required minimum level for any relevant capital measure. Under the Updated Capital Rules, an undercapitalized depository institution is one having (1) a total capital ratio of less than 8 percent, (2) a Tier 1 capital ratio of less than 6 percent, (3) a CET1 capital ratio of less than 4.5 percent, or (4) a leverage ratio of less than 4 percent.

•

Significantly Undercapitalized - The insured depository institution is significantly below the required minimum level for any relevant capital measure. Under the Updated Capital Rules, a significantly undercapitalized institution is one having (1) a total risk-based capital ratio of less than 6 percent (2) a Tier 1 capital ratio of less than 4 percent, (3) a CET1 ratio of less than 3 percent or (4) a leverage capital ratio of less than 3 percent.


•	Critically Undercapitalized - The insured depository institution fails to meet a critical capital level set by the appropriate federal banking agency. A critically undercapitalized institution is one having a ratio of tangible equity to total assets that is equal to or less than 2 percent.

The prompt corrective action regulations permit the appropriate federal banking regulator to downgrade an institution to the next lower category if the regulator determines after notice and opportunity for hearing or response that (1) the institution is in an unsafe or unsound condition or (2) that the institution has received and not corrected a less-than-satisfactory rating for any of the categories of asset quality, management, earnings or liquidity in its most recent examination. Supervisory actions by the appropriate federal banking regulator depend upon an institution’s classification within the five categories. Our management believes that we and our Bank subsidiary have the requisite capital levels to qualify as well-capitalized institutions under the FDICIA regulations.

If an institution fails to remain well capitalized, it will be subject to a variety of enforcement remedies that increase as the capital condition worsens. For instance, the FDICIA generally prohibits a depository institution from making any capital distribution, including payment of a dividend, or paying any management fee to its holding company if the depository institution would thereafter be undercapitalized as a result. Undercapitalized depository institutions are subject to restrictions on borrowing from the Federal Reserve System. In addition, adequately-capitalized depository institutions may not accept brokered deposits absent a waiver from the FDIC and undercapitalized depository institutions may not accept brokered deposits, are subject to growth limitations and are required to submit capital restoration plans for regulatory approval. A depository institution’s holding company must guarantee any required capital restoration plan, up to an amount equal to the lesser of 5 percent of the depository institution’s assets at the time it becomes undercapitalized or the amount of the capital deficiency when the institution fails to comply with the plan. Federal banking agencies may not accept a capital plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the depository institution’s capital. If a depository institution fails to submit an acceptable plan, it is treated as if it is significantly undercapitalized.

Significantly undercapitalized depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets and cessation of receipt of deposits from correspondent banks. Critically undercapitalized depository institutions are subject to appointment of a receiver or conservator.

In addition to the “prompt corrective action” directives, failure to meet capital guidelines may subject a banking organization to a variety of other enforcement remedies, including additional substantial restrictions on its operations and activities, termination of deposit insurance by the FDIC and, under certain conditions, the appointment of a conservator or receiver.

Standards for Safety and Soundness . The FDIA also requires the federal banking regulatory agencies to prescribe, by regulation or guideline, operational and managerial standards for all insured depository institutions relating to: (i) internal controls;

(ii) information systems and internal audit systems; (iii) loan documentation; (iv) credit underwriting; (v) interest rate risk exposure; and (vi) asset quality. The agencies also must prescribe standards for asset quality, earnings, and stock valuation, as well as standards for compensation, fees and benefits. The federal banking agencies have adopted regulations and Interagency Guidelines Prescribing Standards for Safety and Soundness (“Guidelines”) to implement these required standards. The Guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. Under the regulations, if the FDIC determines that Southside Bank fails to meet any standards prescribed by the Guidelines, it may require Southside Bank to submit an acceptable plan to achieve compliance, consistent with deadlines for the submission and review of such safety and soundness compliance plans. Notably, the Dodd-Frank Act contains separate requirements relating to compensation arrangements. Specifically, the Dodd-Frank Act requires federal banking regulators to issue regulations or guidelines to prohibit incentive-based compensation arrangements that encourage inappropriate risk taking by providing excessive compensation or that may lead to material loss at certain financial institutions with $1 billion or more in assets. A joint proposed rule was published in the Federal Register on April 14, 2011, and a second joint proposed rule was published on June 10, 2016; however, as of December 31, 2017, regulators have yet to issue the final rule on the topic.

Dividends . All dividends paid by Southside Bank are paid to the Company, as the sole shareholder of Southside Bank. The ability of Southside Bank, as a Texas state bank, to pay dividends is restricted under federal and state law and regulations. As an initial matter, the FDICIA and the regulations of the FDIC generally prohibit an insured depository institution from making a capital distribution (including payment of dividend) if, thereafter, the institution would not be at least adequately capitalized. Under Texas law, Southside Bank generally may not pay a dividend reducing its capital and surplus without the prior approval of the Texas Banking Commissioner. All dividends must be paid out of net profits then on hand, after deducting expenses, including losses and provisions for loan losses.

Southside Bank’s general dividend policy is to pay dividends at levels consistent with maintaining liquidity and preserving applicable capital ratios and servicing obligations. Southside Bank’s dividend policies are subject to the discretion of its board of directors and will depend upon such factors as future earnings, financial conditions, cash needs, capital adequacy, compliance with applicable statutory and regulatory requirements and general business conditions. The exact amount of future dividends paid by Southside Bank will be a function of its general profitability (which cannot be accurately estimated or assured), applicable tax rates in effect from year to year and the discretion of its board of directors.

As described above under Holding Company Regulation - Dividends , the ability of banks and bank holding companies to pay dividends, and the contents of their respective dividend policies, could be impacted by a range of changes imposed by the Dodd-Frank Act, many of which will require implementing rules to become effective.

Transactions with Affiliates . Southside Bank is subject to sections 23A and 23B of the Federal Reserve Act (“FRA”) and the Federal Reserve’s Regulation W, as made applicable to state nonmember banks by section 18(j) of the FDIA. Sections 23A and 23B of the FRA restrict a bank’s ability to engage in certain transactions with its affiliates. An affiliate of a bank is any company or entity that controls, is controlled by or is under common control with the bank. In a holding company context, the parent bank holding company and any companies controlled by such parent bank holding company are generally affiliates of the bank.

Specifically, section 23A places limits on the amount of “covered transactions,” which include loans or extensions of credit to, and investments in or certain other transactions with, affiliates. It also limits the amount of any advances to third parties that are collateralized by the securities or obligations of affiliates. The aggregate of all covered transactions is limited to 10 percent of the bank’s capital and surplus for any one affiliate and 20 percent for all affiliates. Additionally, within the foregoing limitations, each covered transaction must meet specified collateral requirements ranging from 100 to 130 percent of the loan amount, depending on the type of collateral. Further, banks are prohibited from purchasing low quality assets from an affiliate. Section 608 of the Dodd-Frank Act broadened the definition of “covered transactions” to include derivative transactions and the borrowing or lending of securities if the transaction will cause a bank to have credit exposure to an affiliate. The revised definition also includes the acceptance of debt obligations of an affiliate as collateral for a loan or extension of credit to a third party. Furthermore, reverse repurchase transactions are viewed as extensions of credit (instead of asset purchases) and thus become subject to collateral requirements. The expanded definition of “covered transactions” took effect on July 21, 2012.

Section 23B, among other things, prohibits a bank from engaging in certain transactions with affiliates unless the transactions are on terms substantially the same, or at least as favorable to the bank, as those prevailing at the time for comparable transactions with non-affiliated companies. Except for limitations on low quality asset purchases and transactions that are deemed to be unsafe or unsound, Regulation W generally excludes affiliated depository institutions from treatment as affiliates.

Anti-Tying Regulations . Under the BHCA and the Federal Reserve’s regulations, a bank is prohibited from engaging in certain tying or reciprocity arrangements with its customers. In general, a bank may not extend credit, lease, sell property, or furnish any services or fix or vary the consideration for these products or services on the condition that either: (i) the customer obtain or provide some additional credit, property, or services from or to the bank, the bank holding company or subsidiaries

thereof or (ii) the customer not obtain credit, property, or service from a competitor, except to the extent reasonable conditions are imposed to assure the soundness of the credit extended. A bank may, however, offer combined-balance products and may otherwise offer more favorable terms if a customer obtains two or more traditional bank products. Also, certain foreign transactions are exempt from the general rule.

Community Reinvestment Act . Under the CRA, Southside Bank has a continuing and affirmative obligation, consistent with safe and sound banking practices, to help meet the needs of our entire community, including low- and moderate-income neighborhoods. The CRA does not establish specific lending requirements or programs for banks nor does it limit a bank’s discretion to develop the types of products and services that it believes are best suited to its particular community.

On a periodic basis, the FDIC is charged with preparing a written evaluation of our record of meeting the credit needs of the entire community and assigning a rating - outstanding, satisfactory, needs to improve or substantial noncompliance. Banks are rated based on their actual performance in meeting community credit needs. The FDIC will take that rating into account in its evaluation of any application made by the bank for, among other things, approval of the acquisition or establishment of a branch or other deposit facility, an office relocation, a merger or the acquisition of shares of capital stock of another financial institution. A bank’s CRA rating may be used as the basis to deny or condition an application. In addition, as discussed above, a bank holding company may not become a financial holding company unless each of its subsidiary banks has a CRA rating of at least “satisfactory.” As of October 19, 2015, the most recent exam date, Southside Bank has a CRA rating of “outstanding.”

Branch Banking . Pursuant to the Texas Finance Code, all banks located in Texas are authorized to branch statewide. Accordingly, a bank located anywhere in Texas has the ability, subject to regulatory approval, to establish branch facilities near any of our facilities and within our market area. If other banks were to establish branch facilities near our facilities, it is uncertain whether these branch facilities would have a material adverse effect on our business.

The Dodd-Frank Act substantially amended the legal framework that had previously governed interstate branching activities. Formerly, under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, a bank’s ability to branch into a particular state was largely dependent upon whether the state “opted in” to de novo interstate branching. Many states did not “opt in,” which resulted in branching restrictions in those states. The Dodd-Frank Act removed the “opt-in” concept and permits banks to engage in de novo branching outside of their home states, provided that the laws of the target state permit banks chartered in that state to branch within that state. Accordingly, de novo interstate branching by Southside Bank is subject to these new standards. All branching in which Southside Bank may engage remains subject to regulatory approval and adherence to applicable legal and regulatory requirements.

Consumer Protection Regulation . The activities of Southside Bank are subject to a variety of statutes and regulations designed to protect consumers. Interest and other charges collected or contracted for by the banks are subject to state usury laws and federal laws concerning interest rates. Loan operations are also subject to federal laws and regulations applicable to credit transactions, such as:


•	the Truth In Lending Act and Regulation Z, governing disclosures of credit terms to consumer borrowers;


•	the Home Mortgage Disclosure Act and Regulation C, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;


•	the Equal Credit Opportunity Act and Regulation B, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;


•	the Fair Credit Reporting Act and Regulation V, governing the use and provision of information to consumer reporting agencies;


•	the Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies; and


•	the guidance of the various federal agencies charged with the responsibility of implementing such federal laws.

Deposit and other operations also are subject to:


•	the Truth in Savings Act and Regulation DD, governing disclosure of deposit account terms to consumers;


•	the Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records; and


•	the Electronic Fund Transfer Act and Regulation E, which governs automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of ATMs and other electronic banking services, which the Bureau has expanded to include a new compliance regime that governs consumer-initiated cross border electronic transfers.

Many of the foregoing laws and regulations have recently changed and are subject to further change resulting from the provisions in the Dodd-Frank Act and other developments. For example, on July 10, 2017, the Bureau issued a final rule that imposes limitations on the use of pre-dispute arbitration agreements by covered providers of consumer financial products and services.

In addition to numerous new disclosure requirements, the Dodd-Frank Act imposed new standards for mortgage loan originations on all lenders, including banks, in an effort to encourage lenders to verify a borrower’s ability to repay. The Bureau issued a rule, which took effect on January 10, 2014, to implement this “ability-to-repay” requirement and provide lenders with protection from liability for “qualified mortgages,” as required by the Dodd-Frank Act. The rule has impacted our residential mortgage lending practices, and the residential mortgage market generally. Most significantly, the new “qualified mortgage” standards generally limit the total points and fees that financial institutions and/or a broker may charge on conforming and jumbo loans to 3 percent of the total loan amount. Also, the Dodd-Frank Act, in conjunction with the Federal Reserve’s final rule on loan originator compensation issued August 16, 2010 and effective April 1, 2011, prohibits certain compensation payments to loan originators and steering consumers to loans not in their interest because it will result in greater compensation for a loan originator. In addition, the Bureau recently issued additional rules pertaining to loan originator compensation, and that established qualification, registration and licensing requirements for loan originators. These standards will result in a myriad of new system, pricing, and compensation controls in order to ensure compliance and to decrease repurchase requests and foreclosure defenses. In addition, the Dodd-Frank Act generally requires lenders or securitizers to retain an economic interest in the credit risk relating to loans the lender sells and other asset-backed securities that the securitizer issues if the loans have not complied with the ability to repay standards. The final rule, which took effect on December 24, 2015 for residential mortgage-backed securitizations, generally requires the securitizer to retain not less than 5 percent of the credit risk.

The Bureau has also established a series of mechanisms to collect, track and make public consumer complaints, including complaints against individual financial institutions and is using this, and other information it has gathered, in connection with a variety of initiatives to address issues in markets for consumer financial products and services. The Bureau also has broad authority to prohibit unfair, deceptive and abusive acts and practices (“UDAAP”) and to investigate and penalize financial institutions that violate this prohibition.

We cannot predict the effect that being regulated by a new, additional regulatory authority focused on consumer financial protection, or any new implementing regulations or revisions to existing regulations that may result from the establishment of this new authority, will have on our businesses. Additional regulations resulting from the Dodd-Frank Act may materially adversely affect our business, financial condition or results of operations. In addition, Southside Bank also may be subject to certain state laws and regulations designed to protect consumers.

Commercial Real Estate Lending . Lending operations that involve concentration of commercial real estate loans are subject to enhanced scrutiny by federal banking regulators. The regulators have issued guidance with respect to the risks posed by commercial real estate lending concentrations. Real estate loans generally include land development, construction loans, land and lot loans to individuals, loans secured by multi-family property and nonfarm nonresidential real property where the primary source of repayment is derived from rental income associated with the property. The guidance prescribes the following guidelines for examiners to help identify institutions that are potentially exposed to concentration risk and may warrant greater supervisory scrutiny:


•	total reported loans for construction, land development and other land represent 100 percent or more of the institution’s total capital, or


•	total commercial real estate loans represent 300 percent or more of the institution’s total capital and the outstanding balance of the institution’s commercial real estate loan portfolio has increased by 50 percent or more during the prior 36 months.

In October 2009, the federal banking agencies issued additional guidance on real estate lending that emphasizes these considerations.

In addition, the Dodd-Frank Act contains provisions that may impact our business by reducing the amount of our commercial real estate lending and increasing the cost of borrowing, including rules relating to risk retention of securitized assets. Section 941 of the Dodd-Frank Act requires, among other things, a loan originator or a securitizer of asset-backed securities to retain a percentage of the credit risk of securitized assets. The banking agencies have jointly issued a final rule to implement these requirements, which became effective on December 24, 2016 for classes of asset-backed securities other than residential mortgage-backed securitizations.

Anti-Money Laundering . Southside Bank is subject to the regulations of the Financial Crimes Enforcement Network (“FinCEN”), a bureau of the U.S. Department of the Treasury, which implement the Bank Secrecy Act, as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”). The USA PATRIOT Act gives the federal government the power to address terrorist threats through enhanced

domestic security measures, expanded surveillance powers, increased information sharing, and broadened anti-money laundering requirements. Title III of the USA PATRIOT Act includes measures intended to encourage information sharing among banks, regulatory agencies and law enforcement bodies. Further, certain provisions of Title III impose affirmative obligations on a broad range of financial institutions, including state-chartered banks like Southside Bank.

The USA PATRIOT Act and the related FinCEN regulations impose certain requirements with respect to financial institutions, including the following:


•	establishment of anti-money laundering programs, including adoption of written procedures and an ongoing employee training program, designation of a compliance officer and auditing of the program;


•	establishment of a program specifying procedures for obtaining information from customers seeking to open new accounts, including verifying the identity of customers within a reasonable period of time;


•	establishment of enhanced due diligence policies, procedures and controls designed to detect and report money laundering, for financial institutions that administer, maintain or manage private bank accounts or correspondent accounts for non-U.S. persons;


•	prohibitions on correspondent accounts for foreign shell banks and compliance with recordkeeping obligations with respect to correspondent accounts of foreign banks;


•	filing of suspicious activities reports if a bank believes a customer may be violating U.S. laws and regulations; and


•	requirements that bank regulators consider bank holding company or bank compliance in connection with merger or acquisition transactions.

Bank regulators routinely examine institutions for compliance with these obligations and have been active in imposing cease and desist and other regulatory orders and money penalty sanctions against institutions found to be violating these obligations. In addition, FinCEN issued a final rule, which was published in the Federal Register on May 11, 2016 that requires subject to certain exclusions and exemptions, covered financial institutions to identify and verify the identity of beneficial owners of legal entity customers, beginning on May 11, 2018.

The Federal Bureau of Investigation can send bank regulatory agencies lists of the names of persons suspected of involvement in terrorist activities. Southside Bank can be requested to search its records for any relationships or transactions with persons on those lists and required to report any identified relationships or transactions.

OFAC . The U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) is responsible for helping to ensure that U.S. entities do not engage in transactions with certain prohibited parties, as defined by various Executive Orders and Acts of Congress. OFAC publishes, and routinely updates, lists of names of persons and organizations suspected of aiding, harboring or engaging in terrorist acts, including the Specially Designated Nationals List. If we find a name on any transaction, account or wire transfer that is on an OFAC list, we must undertake certain specified activities, which could include blocking or freezing the account or transaction requested, and we must notify the appropriate authorities.

Privacy and Data Security . Under federal law, financial institutions are generally prohibited from disclosing consumer information to non-affiliated third parties unless the consumer has been given the opportunity to object and has not objected to such disclosure. Financial institutions are further required to disclose their privacy policies to customers annually. To the extent state laws are more protective of consumer privacy, financial institutions must comply with state law privacy provisions.

In addition, federal and state banking agencies have prescribed standards for maintaining the security and confidentiality of consumer information. Southside Bank is subject to such standards, as well as standards for notifying consumers in the event of a security breach. Under existing federal law, Southside Bank must disclose its privacy policy for collecting and protecting confidential customer information to consumers, permit consumers to “opt out” of having nonpublic customer information disclosed to non-affiliated third parties, with some exceptions, and allow customers to opt out of receiving marketing solicitations based on information about the customer received from another subsidiary. On October 28, 2014, the Bureau amended the annual privacy notice requirement to permit a financial institution to provide the annual privacy notice through posting the annual notice on its website if the financial institution meets certain conditions. On December 4, 2015, the GLBA was amended to provide additional circumstances under which a financial institution is not required to provide an annual notice. States may adopt more extensive privacy protections. Southside Bank is similarly required to have an information security program to safeguard the confidentiality and security of customer information and to ensure proper disposal. Customers must be notified when unauthorized disclosure involves sensitive customer information that may be misused.

Regulatory Examination .

See Holding Company Regulation - Regulatory Examination.

Enforcement Authority . Southside Bank and its “institution-affiliated parties,” including management, employees, agents, independent contractors and consultants, such as attorneys and accountants and others who participate in the conduct of the institution’s affairs, are subject to potential civil and criminal penalties for violations of law, regulations or written orders of a government agency. Violations can include failure to timely file required reports, filing false or misleading information or submitting inaccurate reports. Civil penalties may be as high as $1,000,000 a day for such violations, and criminal penalties for some financial institution crimes may include imprisonment for 20 years. Regulators have flexibility to commence enforcement actions against institutions and institution-affiliated parties, and the FDIC has the authority to terminate deposit insurance. When issued by a banking agency, cease and desist orders may, among other things, require affirmative action to correct any harm resulting from a violation or practice, including restitution, reimbursement, indemnifications or guarantees against loss. A financial institution may also be ordered to restrict its growth, dispose of certain assets, rescind agreements or contracts, or take other actions determined to be appropriate by the ordering agency. The federal banking agencies also may remove a director or officer from an insured depository institution (or bar them from the industry) if a violation is willful or reckless.

Governmental Monetary Policies . The commercial banking business is affected not only by general economic conditions but also by the monetary policies of the Federal Reserve. Changes in the discount rate on member bank borrowings, control of borrowings, open market operations, the imposition of and changes in reserve requirements against member banks, deposits and assets of foreign branches, the imposition of and changes in reserve requirements against certain borrowings by banks and their affiliates and the placing of limits on interest rates which member banks may pay on time and savings deposits are some of the instruments of monetary policy available to the Federal Reserve. These monetary policies influence to a significant extent the overall growth of all bank loans, investments and deposits and the interest rates charged on loans or paid on time and savings deposits. In response to the financial crisis, the Federal Reserve established several innovative programs to stabilize certain financial institutions and to ensure the availability of credit, which the Federal Reserve has begun to modify as a result of improving economic conditions. The nature of future monetary policies and the effect of such policies on Southside Bank’s future business and earnings, therefore, cannot be predicted accurately.

Evolving Legislation and Regulatory Action . Proposals for new statutes and regulations are frequently circulated at both the federal and state levels, and may include wide-ranging changes to the structures, regulations and competitive relationships of financial institutions. We cannot predict whether new legislation or regulations will be enacted and, if enacted, the effect that it, or any regulations, would have on our business, financial condition or results of operations.

Other Regulatory Matters . The Company and its affiliates are subject to oversight by the SEC, the NASDAQ Stock Market, various state securities regulators and other regulatory authorities. The Company and its subsidiaries have from time to time received requests for information from regulatory authorities in various states, including state attorneys general, securities regulators and other regulatory authorities, concerning their business practices. Such requests are considered incidental to the normal conduct of business.

ITEM 1A. RISK FACTORS

Set forth below are the material risks and uncertainties that, if they were to occur, could materially and adversely affect our business, financial condition, results of operations and the trading price of our common stock. Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial may also impair our financial condition and business operations.

RISKS RELATED TO OUR BUSINESS

Our earnings are subject to interest rate risk.

Our earnings and cash flows are largely dependent upon our net interest income. Net interest income is the difference between interest income earned on interest earning assets such as loans and securities and interest expense paid on interest bearing liabilities such as deposits and borrowed funds. Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Board of Governors of the Federal Reserve System. Changes in monetary policy, interest rates, the yield curve, or market risk spreads, or a prolonged inverted yield curve could influence not only the interest we receive on loans and securities and the amount of interest we pay on deposits and borrowings, but such changes could also affect:


•	our ability to originate loans and obtain deposits;


•	our ability to retain deposits in a rising rate environment;


•	net interest rate spreads and net interest rate margins;


•	our ability to enter into instruments to hedge against interest rate risk;


•	the fair value of our financial assets and liabilities; and


•	the average duration of our loan and mortgage-backed securities portfolio.

If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, our net interest income, and therefore earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings.

Any substantial, unexpected or prolonged change in market interest rates could have a material adverse effect on our financial condition and results of operations. See the section captioned “Net Interest Income” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report for further discussion related to our management of interest rate risk.

We are subject to the risk that our U.S. agency mortgage-backed securities (“MBS”) could prepay faster than we have projected.

We have and continue to purchase MBS at premiums due to the low interest rate environment. Our prepayment assumptions take into account market consensus speeds, current trends and past experience. If actual prepayments exceed our projections, the amortization expense associated with these MBS will increase, thereby decreasing our net income. The increase in amortization expense and the corresponding decrease in net income could have a material adverse effect on our financial condition and results of operations.

We are subject to credit quality risks and our credit policies may not be sufficient to avoid losses.

We are subject to the risk of losses resulting from the failure of borrowers, guarantors and related parties to pay us the interest and principal amounts due on their loans. Although we maintain well-defined credit policies and credit underwriting and monitoring and collection procedures, these policies and procedures may not prevent losses, particularly during periods in which the local, regional or national economy suffers a general decline. If borrowers fail to repay their loans, our financial condition and results of operations would be adversely affected.

Our interest rate risk, liquidity, fair value of securities and profitability are dependent upon the successful management of our balance sheet strategy.

We implemented a balance sheet strategy for the purpose of enhancing overall profitability by maximizing the use of our capital. The effectiveness of our balance sheet strategy, and therefore our profitability, may be adversely affected by a number of factors, including reduced net interest margin and spread, adverse changes in the market liquidity and fair value of our investment securities and U.S. agency MBS, incorrect modeling results due to the unpredictable nature of MBS prepayments, the length of interest rate cycles and the slope of the interest rate yield curve. In addition, we may not be able to obtain wholesale funding to profitably and properly fund our balance sheet strategy. If our balance sheet strategy is flawed or poorly implemented, we may

incur significant losses. See the section captioned “Balance Sheet Strategy” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report for further discussion related to our balance sheet strategy.

We have a high concentration of loans secured by real estate and a decline in the real estate market, for any reason, could result in losses and materially and adversely affect our business, financial condition, results of operations and future prospects.

A significant portion of our loan portfolio is dependent on real estate. In addition to the importance of the financial strength and cash flow characteristics of the borrower, loans are also often secured with real estate collateral. At December 31, 2017 , approximately 77.3% of our loans have real estate as a primary or secondary component of collateral. The real estate in each case provides an alternate source of repayment in the event of default by the borrower and may deteriorate in value during the time the credit is extended. Beginning in the third quarter of 2007 and continuing until 2010, there was significant deterioration in the credit markets, beginning with a decline in the sub-prime mortgage lending market, which later extended to the markets for collateralized mortgage obligations, MBS and the lending markets generally. This decline resulted in restrictions in the resale markets during 2011 and 2012 for non-conforming loans and had an adverse effect on retail mortgage lending operations in many markets. Beginning in 2014, the price per barrel of crude oil began to decline significantly from a high during 2014 of over $100 to approximately $60 as of December 31, 2017. A prolonged period of lower oil prices could have a negative impact on energy-dominant states such as Texas, including the real estate values in such states. A decline in the credit markets generally could adversely affect our financial condition and results of operations if we are unable to extend credit or sell loans in the secondary market. An adverse change in the economy affecting real estate values generally or in our primary markets specifically could significantly impair the value of collateral underlying certain of our loans and our ability to sell the collateral at a profit or at all upon foreclosure. Furthermore, it is likely that, in a declining real estate market, we would be required to further increase our allowance for loan losses. If we are required to liquidate the collateral securing a loan to satisfy the debt during a period of reduced real estate values or to increase our allowance for loan losses, our profitability and financial condition could be adversely impacted.

Our allowance for probable loan losses may be insufficient .

We maintain an allowance for probable loan losses, which is a reserve established through a provision for probable loan losses charged to expense. This allowance represents management’s best estimate of probable losses that may exist within our existing loan portfolio. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. The level of the allowance reflects management’s continuing evaluation of industry concentrations; specific credit risks; loan loss experience; current loan portfolio quality; present economic, political and regulatory conditions; and unidentified losses inherent in the current loan portfolio. The determination of the appropriate level of the allowance for probable loan losses inherently involves a high degree of subjectivity and requires management to make significant estimates and assumptions regarding current credit risks and future trends, all of which may undergo material changes. Changes in economic conditions affecting the value of properties used as collateral for loans, problems affecting the credit of borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of our control, may require an increase in the allowance for probable loan losses. In addition, bank regulatory agencies periodically review our allowance for loan losses and may require an increase in the provision for probable loan losses or the recognition of further loan charge-offs (in accordance with GAAP), based on judgments different than those of management. In addition, if charge-offs in future periods exceed the allowance for probable loan losses, we may need additional provisions to increase the allowance for probable loan losses. Any increases in the allowance for probable loan losses will result in a decrease in net income and capital, and may have a material adverse effect on our financial condition and results of operations. See the section captioned “Loan Loss Experience and Allowance for Loan Losses” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report for further discussion related to our process for determining the appropriate level of the allowance for probable loan losses.

We may be adversely affected by declining crude oil prices.

Beginning in 2014, decisions by certain members of OPEC to maintain higher crude oil production levels combined with increased production levels in the United States led to increased global oil supplies which has resulted in significant declines in market oil prices. At one point the price per barrel of crude oil traded below $30. As of December 31, 2017, the price per barrel of crude oil was approximately $60 compared to a high of over $100 in 2014. Decreased market oil prices compressed margins for many U.S. and Texas-based oil producers, particularly those that utilize higher-cost production technologies such as hydraulic fracking and horizontal drilling, as well as oilfield service providers, energy equipment manufacturers and transportation suppliers, among others. As of December 31, 2017, energy loans comprised approximately 1.50% of our loan portfolio. Energy production and related industries represent a significant part of the economies in our primary markets. If oil prices remain at these low levels, or move lower, for an extended period, we could experience weaker loan demand from the energy industry and increased losses within our energy portfolio. A prolonged period of low oil prices could also have a negative impact on the U.S. economy and, in particular, the economies of energy-dominant states such as Texas, which in turn could have a material adverse effect on our business, financial condition and results of operations.

If we fail to maintain an effective system of disclosure controls and procedures, including internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud, which could have a material adverse effect on our business, results of operation and financial condition. In addition, current and potential shareholders could lose confidence in our financial reporting, which could harm the trading price of our common stock.

Management regularly monitors, reviews and updates our disclosure controls and procedures, including our internal control over financial reporting. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, assurances that the controls will be effective. Any failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, results of operations and financial condition.

Failure to achieve and maintain an effective internal control environment could prevent us from accurately reporting our financial results, preventing or detecting fraud, or providing timely and reliable financial information pursuant to our reporting obligations, which could have a material adverse effect on our business, financial condition, and results of operations. Further, ineffective internal controls could cause our investors to lose confidence in our financial information, which could affect the trading price of our common stock.

We are subject to environmental liability as a result of certain lending activities.

A significant portion of our loan portfolio is secured by real property. During the ordinary course of business, we may foreclose on and take title to properties securing certain loans. There is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, we may be liable for remediation costs, as well as for personal injury and property damage. Environmental remediation may require us to incur substantial expenses and may materially reduce the affected property’s value or limit our ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability. Although we have policies and procedures that require us to perform an environmental review before initiating any foreclosure action on nonresidential real property, these reviews may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on our financial condition and results of operations.

Our profitability depends significantly on economic conditions in the State of Texas.

Our success depends primarily on the general economic conditions of the State of Texas and the specific local markets within Texas in which we operate. Unlike larger national or other regional banks that are more geographically diversified, we provide banking and financial services to customers primarily in the State of Texas and the local markets in which we operate within Texas. The local economic conditions in these areas have a significant impact on the demand for our products and services, as well as the ability of our customers to repay loans, the value of the collateral securing our loans and the stability of our deposit funding sources. Moreover, all of the securities in our municipal bond portfolio were issued by political subdivisions and agencies within the State of Texas. A significant decline in general economic conditions, caused by inflation, recession, crude oil prices, acts of terrorism, outbreak of hostilities or other international or domestic occurrences, unemployment, plant or business closings or downsizing, changes in securities markets or other factors could impact these local economic conditions and, in turn, have a material adverse effect on our financial condition and results of operations.

General political or economic conditions in the United States could adversely affect our financial condition and results of operations.

The state of the economy and various economic factors, including inflation, recession, unemployment, interest rates, declining oil prices and the level of U.S. debt, as well as governmental action and uncertainty resulting from U.S. and global political trends, may directly and indirectly, have a destabilizing effect on our financial condition and results of operations. An unfavorable or uncertain national or regional political or economic environment could drive losses beyond those which are provided for in our allowance for loan losses and result in the following consequences:


•	increases in loan delinquencies;


•	increases in nonperforming assets and foreclosures;


•	decreases in demand for our products and services, which could adversely affect our liquidity position;


•	decreases in the value of the collateral securing our loans, especially real estate, which could reduce customers’ borrowing power;


•	decreases in the credit quality of our non-U.S. Government and non-U.S. agency investment securities, corporate and municipal securities;


•	an adverse or unfavorable resolution of the Fannie Mae or Freddie Mac receivership; and


•	decreases in the real estate values subject to ad-valorem taxes by municipalities that impact such municipalities’ ability to repay their debt, which could adversely affect our municipal loans or debt securities.

Any of the foregoing could adversely affect our financial condition and results of operation.

As a result of the limitation on the deductibility of business interest included in the Tax Cuts and Jobs Act, we may have the right to redeem our currently outstanding subordinated debt.

On September 19, 2016, we issued $100.0 million aggregate principal amount of 5.50% fixed-to-floating rate subordinated notes due 2026 (the “Notes”). These Notes are generally not redeemable by us until 2021. However, we are permitted to redeem these Notes earlier upon the occurrence of a “tax event”, which is generally defined as there being a more than insubstantial risk that the interest paid on the Notes would not be deductible by the Company, in whole or in part, for federal income tax purposes. Provisions of the Tax Cuts and Jobs Act impose a limit on the amount of business interest which is deductible, capping that interest deduction at the sum of (i) the taxpayer’s business interest income for the tax year plus (ii) 30% of the taxpayer’s adjusted taxable income for the tax year. As a consequence, in the event the interest payments on the Notes exceed the total amount of permitted deductible business interest under the Tax Cuts and Jobs Act of 2017, such occurrence could constitute a “tax event” under the Notes due to the limitation on the deductibility of our interest payments on the Notes and thus permit us to redeem the Notes prior to 2021.

We operate in a highly competitive industry and market area.

We face substantial competition in all areas of our operations from a variety of different competitors, many of which are larger and may have more financial resources. Such competitors primarily include national, regional, and community banks within the various markets we operate. Additionally, various out-of-state banks have entered or have announced plans to enter the market areas in which we currently operate. We also face competition from many other types of financial institutions, including, without limitation, credit unions, finance companies, brokerage firms, insurance companies, factoring companies and other financial intermediaries. The financial services industry could become even more competitive as a result of legislative, regulatory and technological changes, continued consolidation and recent trends in the credit and mortgage lending markets. Banks, securities firms and insurance companies can be affiliated under the umbrella of a financial holding company, which can offer virtually any type of financial service, including banking, securities underwriting, insurance (both agency and underwriting) and merchant banking. Also, technology has lowered barriers to entry and made it possible for nonbanks to offer certain products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. Our competitors may have fewer regulatory constraints and may have lower cost structures. Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services than we can.

Our ability to compete successfully depends on a number of factors, including:


•	the ability to develop, maintain and build upon 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; and


•	industry and general economic trends.

Failure to perform in any of these areas could significantly weaken our competitive position, which could adversely affect our growth and profitability, which, in turn, could have a material adverse effect on our financial condition and results of operations.

New lines of business or new products and services may subject us to additional risks.

From time to time, we may implement new delivery systems, such as internet banking, or offer new products and services within existing lines of business. In developing and marketing new delivery systems and/or new products and services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives, and shifting market preferences, may also impact the successful implementation of a new line of business or a new product or service. Furthermore, any new line of business and/or new product or service could have a significant impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse effect on our business, results of operations and financial condition.

We rely on dividends from our bank subsidiary for most of our revenue.

Southside Bancshares, Inc. is a separate and distinct legal entity from its subsidiaries. We receive substantially all of our revenue from dividends from our subsidiary, Southside Bank. These dividends are the principal source of funds to pay dividends on our common stock to our shareholders and interest and principal on our debt. Various federal and/or state laws and regulations limit the amount of dividends that Southside Bank and certain of our nonbank subsidiaries may pay to us. In addition, Southside Bancshares, Inc.’s right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to the prior claims of the subsidiary’s creditors. In the event Southside Bank is unable to pay dividends to Southside Bancshares, Inc., we may not be able to service debt, pay obligations or pay dividends to our shareholders. The inability to receive dividends from Southside Bank could have a material adverse effect on Southside Bancshares, Inc.’s business, financial condition and results of operations. See the section captioned “Supervision and Regulation” in “Item 1. Business” and “Note 14 – Shareholders’ Equity” to our consolidated financial statements included in this report.

You may not receive dividends on our common stock.

Although we have historically declared quarterly cash dividends on our common stock, we are not required to do so and may reduce or cease to pay common stock dividends in the future. If we reduce or cease to pay common stock dividends, the market price of our common stock could be adversely affected.

As noted above, our ability to pay dividends depends primarily upon the receipt of dividends or other capital distributions from Southside Bank. Southside Bank’s ability to pay dividends to us is subject to, among other thing, its earnings, financial condition and need for funds, as well as federal and state governmental policies and regulations applicable to us and Southside Bank, including the statutory requirement that we serve as a source of financial strength for Southside Bank, which limit the amount that may be paid as dividends without prior regulatory approval. Additionally, if Southside Bank’s earnings are not sufficient to pay dividends to us while maintaining adequate capital levels, we may not be able to pay dividends to our shareholders. See “Supervision and Regulation — Holding Company Regulation — Dividends” included in this report.

Our information systems may experience an interruption or breach in security.

We rely heavily on communications and information systems to conduct our business. Our communications and information systems remain vulnerable to unexpected disruptions and failures. Any failure, interruption or breach in security of these systems could result in failures or disruptions in our customer relationship management, general ledger, deposit, loan and other systems. While we have policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of our information systems, there can be no assurance that we can prevent any such failures, interruptions, cyber security breaches or other security breaches or, if they do occur, that they will be adequately addressed. The occurrence of any failures, interruptions or security breaches of our information systems could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our financial condition and results of operations.

In our ordinary course of business, we rely on electronic communications and information systems to conduct our businesses and to collect and store sensitive data, including financial information regarding our customers and personally identifiable information of our customers and employees. The integrity of information systems of financial institutions are under significant threat from cyber-attacks by third parties, including through coordinated attacks sponsored by foreign nations and criminal organizations to disrupt business operations and other compromises to data and systems for political or criminal purposes. We employ an in-depth, layered, defense approach that leverages people, processes and technology to manage and maintain cyber security controls.

Notwithstanding the strength of our defensive measures, the threat from cyber-attacks is severe, attacks are sophisticated and attackers respond rapidly to changes in defensive measures. Cyber security risks may also occur with our third-party service providers, and may interfere with their ability to fulfill their contractual obligations to us, with attendant potential for financial loss or liability that could adversely affect our financial condition or results of operations. We offer our clients the ability to bank remotely and provide other technology based products and services, which services include the secure transmission of confidential information over the Internet and other remote channels. To the extent that our client's systems are not secure or are otherwise compromised, our network could be vulnerable to unauthorized access, malicious software, phishing schemes and other security breaches. To the extent that our activities or the activities of our clients or third-party service providers involve the storage and transmission of confidential information, security breaches and malicious software could expose us to claims, regulatory scrutiny, litigation and other possible liabilities. While to date we have not experienced a significant compromise, significant data loss or material financial losses related to cyber security attacks, our systems and those of our clients and third-party service providers are under constant threat and it is possible that we could experience a significant event in the future. We may suffer material financial losses related to these risks in the future or we may be subject to liability for compromises to our client or third-party service provider systems. Any such losses or liabilities could adversely affect our financial condition or results of operations, and could expose us to reputation risk, the loss of client business, increased operational costs, as well as additional regulatory scrutiny,

possible litigation, and related financial liability. These risks also include possible business interruption, including the inability to access critical information and systems.

Funding to provide liquidity may not be available to us on favorable terms or at all.

Liquidity is the ability to meet cash flow needs on a timely basis at a reasonable cost. The liquidity of Southside Bank is necessary to make loans and leases, and to repay deposit liabilities as they become due or are demanded by customers. Liquidity policies and limits are established by our board of directors. Management and our asset liability committee regularly monitor the overall liquidity position of Southside Bank and the Company to ensure that various alternative strategies exist to cover unanticipated events that could affect liquidity. Management and our asset liability committee also establish policies and monitor guidelines to diversify Southside Bank’s funding sources to avoid concentrations in excess of board-approved policies from any one market source. Funding sources include federal funds purchased, securities sold under agreements to repurchase (“repurchase agreements”), noncore deposits, and short- and long-term debt. Southside Bank is also a member of the Federal Home Loan Bank (“FHLB”) System, which provides funding through advance agreements to members that are collateralized with U.S. Treasury securities, MBS, commercial mortgage backed securities (“CMBS”), and loans.

We maintain a portfolio of securities that can be used as a secondary source of liquidity. Other sources of liquidity include sales or securitizations of loans, our ability to acquire additional national market, noncore deposits, additional collateralized borrowings such as FHLB advance agreements, the issuance and sale of debt securities and the issuance and sale of preferred or common securities in public or private transactions. Southside Bank also can borrow from the Federal Reserve’s discount window.

We have historically had access to a number of alternative sources of liquidity, but if there is an increase in volatility in the credit and liquidity markets similar to 2008, there is no assurance that we will be able to obtain such liquidity on terms that are favorable to us, or at all. The cost of out-of-market deposits may exceed the cost of deposits of similar maturity in our local market area, making such deposits unattractive sources of funding; financial institutions may be unwilling to extend credit to banks because of concerns about the banking industry and the economy generally and there may not be a viable market for raising equity capital.

If we were unable to access any of these funding sources when needed, we might be unable to meet customers’ needs, which could adversely impact our financial condition, results of operations, cash flows and liquidity and level of regulatory-qualifying capital.

Acquisitions and potential acquisitions may disrupt our business and dilute shareholder value.

We occasionally evaluate merger and acquisition opportunities and conduct due diligence activities related to possible transactions with other financial institutions and financial services companies. As a result, merger or acquisition discussions and, in some cases, negotiations may take place and future mergers or acquisitions involving cash, debt or equity securities may occur at any time. Acquisitions typically involve the payment of a premium over book and fair values, and, therefore, some dilution of our tangible book value and net income per common share may occur in connection with any future transaction. Furthermore, failure to realize expected revenue increases, cost savings, increases in geographic or product presence and/or other projected benefits and synergies from an acquisition could have a material adverse effect on our financial condition and results of operations.

The value of our goodwill and other intangible assets may decline in the future.

As of December 31, 2017 , we had $224.2 million of goodwill and other intangible assets. A significant decline in our expected future cash flows, a significant adverse change in the business climate, slower growth rates or a significant and sustained decline in the price of our common stock may necessitate taking charges in the future related to the impairment of our goodwill and other intangible assets. If we were to conclude that a future write-down of goodwill and other intangible assets is necessary, we would record the appropriate charge, which could have a material adverse effect on our business, financial condition and results of operations.

Our accounting estimates and risk management processes rely on analytical and forecasting models.

The process we use to estimate our probable loan losses and to measure the fair value of our financial instruments, as well as the processes used to estimate the effects of changing interest rates and other market measures on our financial condition and results of operations, depend upon the use of analytical and forecasting models. These models reflect assumptions that may not be accurate, particularly in times of market stress or other unforeseen circumstances. Even if these assumptions are adequate, the models may prove to be inadequate or inaccurate because of other flaws in their design or their implementation. If the models we use for interest rate risk and asset-liability management are inadequate, we may incur increased or unexpected losses upon changes in market interest rates or other market measures. If the methodology we use for determining our probable loan losses are inadequate, our allowance for loan losses may not be sufficient to support future charge-offs. If the models we use to measure the fair value of financial instruments are inadequate, the fair value of such financial instruments may fluctuate unexpectedly or may not accurately reflect what we could realize upon sale or settlement of such financial instruments. Any such failure in our analytical or forecasting models could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to attract and retain skilled personnel.

Our success depends, in large part, on our ability to attract and retain key personnel. Competition for the best personnel in most activities we engage in can be intense, and we may not be able to hire personnel or to retain them. The unexpected loss of services of one or more of our key personnel could have a material adverse impact on our business because of their skills, knowledge of our market, relationships in the communities we serve, years of industry experience and the difficulty of promptly finding qualified replacement personnel. Although we have employment agreements with certain of our executive officers, there is no guarantee that these officers and other key personnel will remain employed with the Company.

We continually encounter technological change.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and reduce costs. Our future success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers and even if we implement such products and services, we may incur substantial costs in doing so. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on our business, financial condition and results of operations.

Severe weather, natural disasters, climate change, acts of war or terrorism and other external events could significantly impact our business.

Severe weather, natural disasters, climate change, acts of war or terrorism and other adverse external events could have a significant impact on our ability to conduct business. Such events could affect the stability of our deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in loss of revenue and/or cause us to incur additional expenses. For example, because of our location and the location of the market areas we serve, severe weather is more likely than in other areas of the country. Although management has established disaster recovery policies and procedures, there can be no assurance of the effectiveness of such policies and procedures, and the occurrence of any such event could have a material adverse effect on our business, financial condition and results of operations.

RISKS ASSOCIATED WITH THE BANKING INDUSTRY

We are subject or may become subject to extensive government regulation and supervision.

Southside Bancshares, Inc., primarily through Southside Bank, and certain of its nonbank subsidiaries, is subject to extensive federal and state regulation and supervision. Banking regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds and the banking system as a whole, not shareholders. These regulations affect our lending practices, capital structure, investment practices and dividend policy and growth, among other things. The statutory and regulatory framework under which we operate has changed substantially as the result of the enactment of the Dodd-Frank Act. The Dodd-Frank Act represents a significant overhaul of many aspects of the regulation of the financial services industry, addressing, among other things, systemic risk, capital adequacy, deposit insurance assessments, consumer financial protection, as implemented through the Bureau, interchange fees, derivatives, lending limits, mortgage lending practices, registration of investment advisors and changes among bank regulatory authorities. In addition, Congress and federal and state regulatory agencies continually review banking laws, regulations and policies for possible changes. Changes to statutes, regulations or regulatory policies, including changes in interpretation or implementation of statutes, regulations or policies, could affect us in substantial and unpredictable ways. Such changes could subject us to additional costs, limit deposit fees and other types of fees we charge, limit the types of financial services and products we may offer and/or increase the ability of nonbanks to offer competing financial services and products, among other things. While we cannot predict the impact of regulatory changes that may arise out of the current financial and economic environment, any regulatory changes or increased regulatory scrutiny could increase costs directly related to complying with new regulatory requirements. Failure to comply with laws, regulations or policies could result in sanctions by regulatory agencies, civil money penalties and/or reputational damage, which could have a material adverse effect on our business, financial condition and results of operations. While our policies and procedures are designed to prevent any such violations, there can be no assurance that such violations will not occur. See the section captioned “Supervision and Regulation” in “Item 1. Business” and “Note 14 – Shareholders’ Equity” to our consolidated financial statements included in this report.

We may become subject to increased regulatory capital requirements .

The capital requirements applicable to Southside Bancshares, Inc. and Southside Bank are subject to change as a result of the Dodd-Frank Act, the international regulatory capital initiative known as Basel III and any other future government actions. In particular, the Dodd-Frank Act eliminates Tier 1 capital treatment for most trust preferred securities after a three-year phase-in period that began January 1, 2013 for institutions that exceed $15 billion in assets. Furthermore, each of the federal banking

agencies, including the Federal Reserve and the FDIC, has issued substantially similar risk-based and leverage capital guidelines applicable to the banking organizations they supervise. As a result of new regulations, we were required to begin complying with higher minimum capital requirements as of January 1, 2015. The Updated Capital Rules implement certain provisions of the Dodd-Frank Act and Basel III. These Updated Capital Rules also make important changes to the prompt corrective action framework. For additional discussion relating to capital adequacy refer to “Item 1. Business - Supervision and Regulation - Capital Adequacy” in this report. The Company believes it will continue to meet the new capital guidelines, however complying with any higher Updated Capital Rules mandated by the Dodd-Frank Act or Basel III may affect our operations, including our asset portfolios and financial performance.

Changes in accounting and tax rules applicable to banks could adversely affect our financial condition and results of operations.

From time to time, the Financial Accounting Standards Board (the “FASB”) and the SEC change the financial accounting and reporting standards that govern the preparation of our financial statements. These changes can be hard to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, resulting in us restating prior period financial statements. For a discussion of the reporting and accounting implications to the Company and Southside Bank resulting from recent changes to the tax laws, refer to “Item 1. Business - Supervision and Regulation - Regulatory Examination” in this report.

Financial services companies depend on the accuracy and completeness of information about customers and counterparties and inaccuracies in such information, including as a result of fraud, could adversely impact our business, financial condition and results of operations.

In deciding whether to extend credit or enter into other transactions with third parties, we rely on information furnished by or on behalf of customers and counterparties, including financial statements, credit reports and other financial information. We may also rely on representations of those customers, counterparties or other third parties, such as independent auditors or property appraisers, as to the accuracy and completeness of that information. Such information could turn out to be inaccurate, including as a result of fraud on behalf of our customers, counterparties or other third parties. In times of increased economic stress we are at increased risk of fraud losses. We cannot assure you that our underwriting and operational controls will prevent or detect such fraud or that we will not experience fraud losses or incur costs or other damages related to such fraud. Our customers may also experience fraud in their businesses which could adversely affect their ability to repay their loans or make use of our services. Our exposure and the exposure of our customers to fraud may increase our financial risk and reputation risk as it may result in unexpected loan losses that exceed those that have been provided for in our allowance for loan losses. Reliance on inaccurate or misleading information from our customers, counterparties and other third parties, including as a result of fraud, could have a material adverse impact on our business, financial condition and results of operations.

Consumers may decide not to use banks to complete their financial transactions.

Technology and other changes are allowing parties to complete financial transactions that historically have involved banks through alternative methods. For example, consumers can now maintain funds that would have historically been held as bank deposits in brokerage accounts or mutual funds. Consumers can also complete transactions such as paying bills and/or transferring funds directly without the assistance of banks. The process of eliminating banks as intermediaries could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of these revenue streams and the lower cost deposits as a source of funds could have a material adverse effect on our financial condition and results of operations.

The soundness of other financial institutions could adversely affect us.

Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. We have exposure to many different industries and counterparties, and we routinely execute transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds, and other institutional clients. Many of these transactions expose us to credit risk in the event of default of our counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized or is liquidated at prices insufficient to recover the full amount of the loan or derivative exposure due to us. There is no assurance that any such losses would not materially and adversely affect our results of operations or earnings.

We are subject to claims and litigation pertaining to fiduciary responsibility.

From time to time, customers make claims and take legal action pertaining to our performance of our fiduciary responsibilities. Whether customer claims and legal actions related to our performance of our fiduciary responsibilities are merited, defending claims is costly and diverts management’s attention, and if such claims and legal actions are not resolved in a manner favorable to us, they may result in significant financial liability and/or adversely affect our market perception and products and services as well as impact customer demand for those products and services. Any financial liability or reputational damage resulting from claims and legal actions could have a material adverse effect on our business, financial condition and results of operations.

RISKS ASSOCIATED WITH OUR COMMON STOCK

Our stock price can be volatile.

Stock price volatility may make it more difficult for you to resell your common stock when you want and at prices you find attractive. Our stock price can fluctuate significantly in response to a variety of factors including, among other things:


•	actual or anticipated variations in our results of operations, financial conditions or asset quality;


•	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;


•	perceptions in the marketplace regarding the impact of the change in price per barrel of crude oil on the Texas economy;


•	new technology used or services offered by competitors;


•	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;


•	future issuances of our common stock or other securities;


•	additions or departures of key personnel;


•	changes in government regulations; and


•	geopolitical conditions such as acts or threats of terrorism or military conflicts.

General market fluctuations, industry factors and general economic and political conditions and events, such as economic slowdowns or recessions, interest rate changes or credit loss trends, could also cause our stock price to decrease regardless of operating results.

The trading volume in our common stock is less than that of other larger financial services companies.

Although our common stock is listed for trading on the NASDAQ Global Select Market, the trading volume for our common stock is low relative to other larger financial services companies, and you are not assured liquidity with respect to transactions in our common stock. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace of willing buyers and sellers of our common stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. Given the lower trading volume of our common stock, significant sales of our common stock or the expectation of these sales, could cause our stock price to fall.

The holders of our subordinated notes and junior subordinated debentures have rights that are senior to those of our common stock shareholders.

On September 19, 2016, we issued $100.0 million of 5.50% fixed-to-floating subordinated notes, which mature in September 2026. On September 4, 2003, we issued $20.6 million of floating rate junior subordinated debentures in connection with a $20.0 million trust preferred securities issuance by our subsidiary, Southside Statutory Trust III. These junior subordinated debentures mature in September 2033. On August 8 and 10, 2007, we issued $23.2 million and $12.9 million, respectively, of fixed to floating rate junior subordinated debentures in connection with $22.5 million and $12.5 million, respectively, trust preferred securities issuances by our subsidiaries Southside Statutory Trust IV and V, respectively. Trust IV matures October 2037 and Trust V matures September 2037. On October 10, 2007, as part of an acquisition, we assumed $3.6 million of floating rate junior subordinated debentures to Magnolia Trust Company I in connection with $3.5 million of trust preferred securities issued in 2005 that matures in 2035.

We conditionally guarantee payments of the principal and interest on the trust preferred securities. Our subordinated notes and the junior subordinated debentures are senior to our shares of common stock. We must make payments on the junior subordinated debentures (and the related trust preferred securities) before any dividends can be paid on our common stock and, in the event of bankruptcy, dissolution or liquidation, the holders of the debentures must be satisfied before any distributions can be made to the holders of common stock. We have the right to defer distributions on our debentures (and the related trust preferred securities) for up to five years, during which time no dividends may be paid to holders of common stock.

Securities analyst might not continue coverage on our common stock, which could adversely affect the market for our common stock.

The trading price of our common stock depends in part on the research and reports that securities analysts publish about us and our business. We do not have any control over these analysts, and they may not continue to cover our common stock. If securities analysts do not continue to cover our common stock, the lack of research coverage may adversely affect its market price. If securities analysts continue to cover our common stock, and our common stock is the subject of an unfavorable report, the price of our common stock may decline. If one or more of these analysts cease to cover us or fail to publish regular reports on us, we could lose visibility in the financial markets, which could cause the price or trading volume of our common stock to decline.

An investment in our common stock is not an insured deposit.

Our common stock is not a bank deposit and, therefore, is not insured against loss by the FDIC, any other deposit insurance fund or by any other public or private entity. Investment in our common stock is inherently risky for the reasons described in this “Risk Factors” section and elsewhere in this report and is subject to the same market forces that affect the price of common stock in any company. As a result, if you acquire our common stock, you may lose some or all of your investment.

Provisions of our certificate of formation and bylaws, as well as state and federal banking regulations, could delay or prevent a takeover of us by a third party.

Our certificate of formation and bylaws could delay, defer or prevent a third party from acquiring us, despite the possible benefit to our shareholders, or otherwise adversely affect the price of our common stock. These provisions include, among others, requiring advance notice for raising business matters or nominating directors at shareholders’ meetings and staggered board elections.

Any individual, acting alone or with other individuals, who are seeking to acquire, directly or indirectly, 10.0% or more of our outstanding common stock must comply with the Change in Bank Control Act, which requires prior notice to the Federal Reserve for any acquisition. Additionally, any entity that wants to acquire 5.0% or more of our outstanding common stock, or otherwise control us, may need to obtain the prior approval of the Federal Reserve under the BHCA of 1956, as amended. As a result, prospective investors in our common stock need to be aware of and comply with those requirements, to the extent applicable. These provisions may discourage potential acquisition proposals and could delay or prevent a change in control, including under circumstances in which our shareholders might otherwise receive a premium over the market price of our share.

We may issue additional securities, which could dilute your ownership percentage.

In certain situations, our board of directors has the authority, without any vote of our shareholders, to issue shares of our authorized but unissued stock. In the future, we may issue additional securities, through public or private offerings, to raise additional capital or finance acquisitions. Any such issuance would dilute the ownership of current holders of our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 2. PROPERTIES

The primary executive offices of Southside are located at 1201 South Beckham Avenue, Tyler, Texas 75701. Southside owns four buildings at this site which houses a banking center, executive offices, back office support areas and trust services. Additional executive offices are located at 1320 South University Drive, Fort Worth, Texas 76107 in the University Center II professional office building owned by Southside. University Center II is a 10-story building in which Southside occupies one floor and space on two additional floors. Southside owns additional executive offices at 104 N. Temple, Diboll, Texas 75941 and additional trust services located at 2510 West Frank Street, Lufkin, Texas 75904. As of December 31, 2017, Southside operated 60 branches which includes traditional full service branches and full service branches within grocery stores. These branches are located in the state of Texas in the Dallas/Fort Worth, East Texas, Southeast Texas and Austin regions. Of the 60 branches, 38 are owned and 22 are leased. In addition to our branches, Southside also operates motor banks, trust services, and/or loan production or other financial services offices which Southside owns except for one loan production office that is leased. Southside also owns 84 ATMs/ITMs located throughout our market area and a technology center located in Tyler, Texas.

ITEM 3. LEGAL PROCEEDINGS

We are party to legal proceedings arising in the normal conduct of business. Management believes that such litigation is not material to our financial position, results of operations or cash flows.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS

AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION

Our common stock trades on the NASDAQ Global Select Market under the symbol “SBSI.” Set forth below are the high and low sales prices on the NASDAQ Global Select Market for each full quarterly period from January 1, 2016 to December 31, 2017 . During 2017 and 2016 , we declared and paid a 2.5% and 5% stock dividend, respectively. Stock prices listed below have been adjusted to give retroactive recognition to such stock dividends.



	2017				2016
Sales Price Per Share	High		Low		High		Low
First quarter	$	36.95	$	31.26	$	24.85	$	18.21
Second quarter	35.64		31.12		30.52		23.04
Third quarter	36.36		31.57		32.36		29.51
Fourth quarter	37.10		33.68		37.57		30.77

See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Capital Resources” for a discussion of our common stock repurchase program.

SHAREHOLDERS

There were approximately 1,600 holders of record of our common stock, the only class of equity securities currently issued and outstanding, as of February 19, 2018 .

DIVIDENDS

Cash dividends declared and paid were $1.11 and $1.01 per share for the years ended December 31, 2017 and 2016 , respectively. Stock dividends of 2.5% and 5% were also declared and paid during the years ended December 31, 2017 and 2016 , respectively. We have paid a cash dividend at least once every year since 1970 (including dividends paid by Southside Bank prior to the incorporation of Southside Bancshares). Future dividends will depend on our earnings, financial condition and other factors that our board of directors considers to be relevant. In addition, we must make payments on our junior subordinated debentures before any dividends can be paid on the common stock. For additional discussion relating to restrictions that limit our ability to pay dividends refer to “Item 1. Business – Supervision and Regulation” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Capital Resources.” The cash dividends were paid quarterly each year as listed below.



Cash Dividends Per Share	2017		2016
First quarter	$	0.25	$	0.23
Second quarter	0.28		0.24
Third quarter	0.28		0.24
Fourth quarter	0.30		0.30
Total	$	1.11	$	1.01

ISSUER SECURITY REPURCHASES

During the quarter ended December 31, 2017 , we did not purchase any of our common stock.

RECENT SALES OF UNREGISTERED SECURITIES

There were no equity securities sold by us during the years ended December 31, 2017 , 2016 , or 2015 that were not registered under the Securities Act of 1933.

FINANCIAL PERFORMANCE

The following performance graph does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates the performance graph by reference therein.



		Period Ending
Index	12/31/12	12/31/13	12/31/14	12/31/15	12/31/16	12/31/17
Southside Bancshares, Inc.	100.00	141.57	162.31	146.74	249.99	236.61
Russell 2000	100.00	138.82	145.62	139.19	168.85	193.58
SBSI Peer Group Index*	100.00	148.45	138.40	127.05	196.89	207.36


*Peer group index includes Cullen/Frost Bankers, Inc.(CFR), First Financial Bankshares, Inc.(FFIN), International
Bancshares Corporation (IBOC), Prosperity Bancshares, Inc. (PB), Texas Capital Bancshares, Inc. (TCBI).


Source : S&P Global Market Intelligence
© 2017

ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth selected financial data regarding our results of operations and financial position for, and as of the end of, each of the fiscal years in the five-year period ended December 31, 2017 . This information should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8. Financial Statements and Supplementary Data,” as set forth in this report.



	As of and for the Years Ended December 31,
	2017 ⁽¹⁾		2016		2015		2014 ⁽²⁾		2013
	(in thousands, except per share data)
Balance Sheet Data:
Securities available for sale, at estimated fair value	$	1,538,755	$	1,479,600	$	1,460,492	$	1,448,708	$	1,177,687
Securities held to maturity, at carrying value	$	909,506	$	937,487	$	784,296	$	642,319	$	667,121
Loans, net of allowance for loan losses	$	3,273,575	$	2,538,626	$	2,412,017	$	2,167,841	$	1,332,396
Total assets	$	6,498,097	$	5,563,767	$	5,161,996	$	4,807,176	$	3,445,574
Deposits	$	4,515,447	$	3,533,076	$	3,455,407	$	3,374,417	$	2,527,808
FHLB borrowings	$	1,017,361	$	1,309,646	$	1,147,688	$	897,420	$	572,794
Subordinated notes, net of unamortized debt issuance costs	$	98,248	$	98,100	$	—	$	—	$	—
Trust preferred subordinated debentures, net of unamortized debt issuance costs	$	60,241	$	60,236	$	60,231	$	60,226	$	60,222
Shareholders’ equity	$	754,140	$	518,274	$	444,062	$	425,243	$	259,518
Income Statement Data:
Interest income	$	187,474	$	168,913	$	154,532	$	123,778	$	119,602
Interest expense	$	43,504	$	29,348	$	19,854	$	16,956	$	17,968
Provision for loan losses	$	4,675	$	9,780	$	8,343	$	14,938	$	8,879
Deposit service income	$	21,785	$	20,702	$	20,112	$	15,280	$	15,560
Net gain on sale of securities available for sale	$	625	$	2,836	$	3,660	$	2,830	$	8,472
Noninterest income	$	37,473	$	39,411	$	37,895	$	24,489	$	35,245
Noninterest expense	$	106,335	$	109,522	$	112,954	$	97,704	$	81,713
Net income	$	54,312	$	49,349	$	43,997	$	20,833	$	41,190

Per Share Data:
Earnings per common share:
Basic	$	1.82	$	1.82	$	1.61	$	0.97	$	1.94
Diluted	$	1.81	$	1.81	$	1.61	$	0.97	$	1.94
Cash dividends paid per common share	$	1.11	$	1.01	$	1.00	$	0.96	$	0.91
Book value per common share	$	21.55	$	17.71	$	16.25	$	15.61	$	12.20


(1)	We completed the acquisition of Diboll on November 30, 2017. Accordingly, our balance sheet data as of December 31, 2017 reflects the effects of the acquisition of Diboll. Income statement data with respect to Diboll includes only the results of Diboll’s operations subsequent to the closing of the acquisition of Diboll on November 30 through December 31, 2017.


(2)	We completed the acquisition of Omni on December 17, 2014. Accordingly, our balance sheet data as of December 31, 2014 reflects the effects of the acquisition of Omni. Income statement data with respect to Omni includes only the results of Omni’s operations subsequent to the closing of the acquisition of Omni on December 17 through December 31, 2014.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

The following discussion and analysis provides a comparison of our results of operations for the years ended December 31, 2017 , 2016 , and 2015 and financial condition as of December 31, 2017 and 2016 . This discussion should be read in conjunction with the financial statements and related notes included elsewhere in this report. All share data has been adjusted to give retroactive recognition to stock splits and stock dividends.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements of other than historical fact that are contained in this document and in written material, press releases and oral statements issued by or on behalf of Southside Bancshares, Inc., a bank holding company, may be considered to be “forward-looking statements” within the meaning of and subject to the protections of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. These statements may include words such as “expect,” “estimate,” “project,” “anticipate,” “appear,” “believe,” “could,” “should,” “may,” “might,” “will,” “would,” “seek,” “intend,” “probability,” “risk,” “goal,” “target,” “objective,” “plans,” “potential,” and similar expressions. Forward-looking statements are statements with respect to our beliefs, plans, expectations, objectives, goals, anticipations, assumptions, estimates, intentions and future performance, and are subject to significant known and unknown risks and uncertainties, which could cause our actual results to differ materially from the results discussed in the forward-looking statements. For example, discussions of the effect of our expansion, trends in asset quality and earnings from growth, and certain market risk disclosures are based upon information presently available to management and are dependent on choices about key model characteristics and assumptions and are subject to various limitations. See “Item 1. Business” and this “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” By their nature, certain of the market risk disclosures are only estimates and could be materially different from what actually occurs in the future. Accordingly, our results could materially differ from those that have been estimated. Other factors that could cause actual results to differ materially from those indicated by forward-looking statements include, but are not limited to, the following:

•

general economic conditions, either globally, nationally, in the State of Texas, or in the specific markets in which we operate, including, without limitation, the deterioration of the commercial real estate, residential real estate, construction and development, energy, oil and gas, credit and liquidity markets, which could cause an adverse change in our net interest margin, or a decline in the value of our assets, which could result in realized losses;

•

current or future legislation, regulatory changes or changes in monetary or fiscal policy that adversely affect the businesses in which we are engaged, including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”), the Federal Reserve’s actions with respect to interest rates, the capital requirements promulgated by the Basel Committee on Banking Supervision (“Basel Committee”) and other regulatory responses to economic conditions;


•	adverse changes in the status or financial condition of the Government-Sponsored Enterprises (the “GSEs”) which impact the GSEs’ guarantees or ability to pay or issue debt;


•	adverse changes in the credit portfolio of other U.S. financial institutions relative to the performance of certain of our investment securities;


•	economic or other disruptions caused by acts of terrorism in the United States, Europe or other areas;


•	changes in the interest rate yield curve such as flat, inverted or steep yield curves, or changes in the interest rate environment that impact interest margins and may impact prepayments on our mortgage-backed securities (“MBS”) portfolio;


•	increases in our nonperforming assets;


•	our ability to maintain adequate liquidity to fund operations and growth;


•	any applicable regulatory limits or other restrictions on Southside Bank’s ability to pay dividends to us;


•	the failure of our assumptions underlying allowance for loan losses and other estimates;


•	the effectiveness of our derivative financial instruments and hedging activities to manage risk;


•	unexpected outcomes of, and the costs associated with, existing or new litigation involving us;


•	changes impacting our balance sheet and leverage strategy;


•	risks related to actual mortgage prepayments diverging from projections;


•	risks related to actual U.S. Agency MBS prepayments exceeding projected prepayment levels;


•	risks related to U.S. Agency MBS prepayments increasing due to U.S. Government programs designed to assist homeowners to refinance their mortgage that might not otherwise have qualified;


•	our ability to monitor interest rate risk;


•	risks related to the price per barrel of crude oil;


•	significant increases in competition in the banking and financial services industry;


•	changes in consumer spending, borrowing and saving habits;


•	technological changes, including potential cyber-security incidents;


•	execution of future acquisition, reorganization or disposition transactions, including the risk that the anticipated benefits of such transactions are not realized;


•	our ability to increase market share and control expenses;


•	our ability to develop competitive new products and services in a timely manner and the acceptance of such products and services by our customers;


•	the effect of changes in federal or state tax laws;


•	the effect of compliance with legislation or regulatory changes;


•	the effect of changes in accounting policies and practices;


•	credit risks of borrowers, including any increase in those risks due to changing economic conditions;


•	risks related to loans secured by real estate, including the risk that the value and marketability of collateral could decline; and


•	the risks identified in “Part I - Item 1A. Risk Factors – Risks Related to Our Business” in this report.

All written or oral forward-looking statements made by us or attributable to us are expressly qualified by this cautionary notice. We disclaim any obligation to update any factors or to announce publicly the result of revisions to any of the forward-looking statements included herein to reflect future events or developments, unless otherwise required by law.

CRITICAL ACCOUNTING ESTIMATES

Our accounting and reporting estimates conform with U.S. generally accepted accounting principles (“GAAP”) and general practices within the financial services industry. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. We consider our critical accounting policies to include the following:

Allowance for Losses on Loans . The allowance for losses on loans represents our best estimate of probable losses inherent in the existing loan portfolio. The allowance for losses on loans is increased by the provision for losses on loans charged to expense and reduced by loans charged-off, net of recoveries. The provision for losses on loans is determined based on our assessment of several factors: reviews and evaluations of specific loans, changes in the nature and volume of the loan portfolio, current economic conditions and the related impact on specific borrowers and industry groups, historical loan loss experience, the level of classified and nonperforming loans and the results of regulatory examinations.

The allowance for loan loss is based on the most current review of the loan portfolio and is a result of multiple processes. The servicing officer has the primary responsibility for updating significant changes in a customer’s financial position. Each officer prepares status updates on any credit deemed to be experiencing repayment difficulties which, in the officer’s opinion, would place the collection of principal or interest in doubt. Our internal loan review department is responsible for an ongoing review of our loan portfolio with specific goals set for the loans to be reviewed on an annual basis.

At each review, a subjective analysis methodology is used to grade the respective loan. Categories of grading vary in severity from loans that do not appear to have a significant probability of loss at the time of review to loans that indicate a probability that the entire balance of the loan will be uncollectible. If full collection of the loan balance appears unlikely at the time of review, estimates of future expected cash flows or appraisals of the collateral securing the debt are used to determine the necessary allowances. The internal loan review department maintains a list of all loans or loan relationships that are graded as having more than the normal degree of risk associated with them. In addition, a list of specifically reserved loans or loan relationships of $150,000 or more is updated on a quarterly basis in order to properly determine the necessary allowance and keep management informed on the status of attempts to correct the deficiencies noted with respect to the loan.

Loans are considered impaired if, based on current information and events, it is probable that we will be unable to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan agreement. The

measurement of loss on impaired loans is generally based on the fair value of the collateral if repayment is expected solely from the collateral or the present value of the expected future cash flows discounted at the historical effective interest rate stipulated in the loan agreement. In measuring the fair value of the collateral, in addition to relying on third party appraisals, we use assumptions such as discount rates and methodologies, comparisons to recent sales prices of similar assets, and other assumptions consistent with those that would be utilized by unrelated third parties performing a valuation.

Changes in the financial condition of individual borrowers, economic conditions, historical loss experience and the conditions of the various markets in which collateral may be sold all may affect the required level of the allowance for losses on loans and the associated provision for loan losses.

The allowance for loan losses related to purchase credit impaired (“PCI”) loans is based on an analysis that is performed quarterly to estimate the expected cash flows for each loan deemed PCI. To the extent that the expected cash flows from a PCI loan have decreased since the acquisition date, we establish or increase the allowance for loan losses.

For acquired loans that are not deemed credit impaired at acquisition, credit discounts representing the principal losses expected over the life of the loan are a component of the initial fair value. Subsequent to the purchase date, the methods utilized to estimate the required allowance for loan losses for these loans is similar to originated loans. The remaining differences between the purchase price and the unpaid principal balance at the date of acquisition are recorded in interest income over the economic life of the loan.

As of December 31, 2017 , our review of the loan portfolio indicated that a loan loss allowance of $20.8 million was appropriate to cover probable losses in the portfolio.

Refer to “Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Loan Loss Experience and Allowance for Loan Losses” and “Note 6 – Loans and Allowance for Probable Loan Losses” to our consolidated financial statements included in this report for a detailed description of our estimation process and methodology related to the allowance for loan losses.

Estimation of Fair Value . The estimation of fair value is significant to a number of our assets and liabilities. In addition, GAAP requires disclosure of the fair value of financial instruments as a part of the notes to the consolidated financial statements. Fair values for securities are volatile and may be influenced by a number of factors, including market interest rates, prepayment speeds, discount rates and the shape of yield curves. Fair values for most investment and MBS are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on the quoted prices of similar instruments or estimates from independent pricing services. Where there are price variances outside certain ranges from different pricing services for specific securities, those pricing variances are reviewed with other market data to determine which of the price estimates is appropriate for that period. Fair values for our derivatives are based on measurements that consider observable data that may include dealer quotes, market spreads, the U.S. Treasury yield curve, live trading levels, trade execution data, credit information, and the derivatives’ terms and conditions, among other things. We validate prices supplied by such sources by comparison to one another.

Business Combination. During a business combination consideration is first assigned to identifiable assets and liabilities, based on estimated fair values, with any excess recorded as goodwill. Determining fair value requires significant estimates and assumptions based on an evaluation of a number of factors, such as market share, customer and employee loyalty, asset lives, and the amount and timing of prospective cash flows and the discount rate applied to the cash flows. Assets and liabilities, including deposits, core deposit intangibles, property and equipment and loans, among others, are evaluated based upon the nature of the asset or liability, the business in which it is utilized, and the economic return it is generating or expected to generate.

Deposits, in a business combination, are evaluated based upon maturity and the weighted average rate to determine the present value or fair value.

Core Deposit Intangibles represent the cost savings derived from available core deposits relative to alternative financing. The cost of deposits on hand is evaluated against the Company primary source of funds, or FHLB advance agreements.

For loans acquired in a business combination, refer to “Allowance for Losses on Loans” in this section.

Other intangibles are evaluated based upon the nature of the underlying asset, life and the timing of prospective cash flows.

Property and equipment obtained in a business combination is evaluated at the highest and best use of the asset. Functional and economic obsolescence is also evaluated.

Impairment of Investment Securities and Mortgage-backed Securities. Investment securities and MBS classified as available for sale (“AFS”) are carried at fair value and the impact of changes in fair value are recorded on our consolidated balance sheet as an unrealized gain or loss in “Accumulated other comprehensive loss,” a separate component of shareholders’ equity. Securities classified as AFS or held to maturity (“HTM”) are subject to our review to identify when a decline in value is other-than-temporary. When it is determined that a decline in value is other-than-temporary, the carrying value of the security is reduced to its estimated fair value, with a corresponding charge to earnings for the credit portion and to other comprehensive income for the noncredit portion unless there is no ability or intent to hold to recovery. Factors considered in determining whether a decline in value is other-than-temporary include : (1) whether the decline is substantial, the duration of the decline and the reasons for the decline in value; (2) whether the decline is related to a credit event, a change in interest rate or a change in the market discount rate; (3) the financial condition and near-term prospects of the issuer; and (4) whether we have a current intent to sell the security and whether it is not more likely than not that we will be required to sell the security before the anticipated recovery of its amortized cost basis. For certain assets, we consider expected cash flows of the investment in determining if impairment exists.

Defined Benefit Pension Plan . The plan obligations and related assets of our defined benefit pension plan (the “Plan”) and the OmniAmerican Bank Defined Benefit Plan (the “Acquired Plan”) are presented in “Note 11 - Employee Benefits” to our consolidated financial statements included in this report. Effective December 31, 2005, entry into the Plan by new employees was frozen. Effective December 31, 2006, employee benefits under the Acquired Plan were frozen. In addition, no new participants may be added to the Acquired Plan. Assets in both plans, consist primarily of marketable equity and debt instruments, and are valued using observable market quotations. Obligations and annual pension expense of both plans are determined by independent actuaries and through the use of a number of assumptions that are reviewed by management. Key assumptions in measuring the obligations of both plans include the discount rate and the estimated future return on the assets in both plans. The rate of salary increases is another key assumption used in measuring the Plan obligation. The rate of salary increases is not required to measure the obligations of the Acquired Plan since the benefits are frozen.

In determining the discount rate, we utilized a cash flow matching analysis to determine a range of appropriate discount rates for our defined benefit pension and restoration plans. In developing the cash flow matching analysis, we had our actuaries construct a portfolio of high quality noncallable bonds to match as closely as possible the timing of future benefit payments of the plans at December 31, 2017. We utilized a bond selection-settlement approach that selects a portfolio of bonds from a universe of high quality corporate bonds rated Aa by at least half of the rating agencies available. Based on this cash flow matching analysis, we were able to determine an appropriate discount rate.

The expected long-term rate of return assumption reflects the average return expected based on the investment strategies and asset allocation of the assets invested to provide for the liabilities of both plans. We considered broad equity and bond indices, long-term return projections, and actual long-term historical performance when evaluating the expected long-term rate of return assumption. Salary increase assumptions for the Plan are based upon historical experience and anticipated future management actions. Material changes in pension benefit costs may occur in the future due to changes in these assumptions. Future annual amounts could be impacted by changes in the number of participants in the plans, changes in the level of benefits provided, changes in the discount rates, changes in the expected long-term rate of return, changes in the level of contributions to the plans and other factors.

NON-GAAP FINANCIAL MEASURES

Certain non-GAAP measures are used by management to supplement the evaluation of our performance. These include the following fully-taxable equivalent measures (FTE): tax-equivalent net interest income, tax-equivalent net interest margin and tax-equivalent net interest spread, which include the effects of taxable-equivalent adjustments using a federal income tax rate of 35% to increase tax-exempt interest income to a tax-equivalent basis. Whenever we present a non-GAAP financial measure in an SEC filing, we are also required to present the most directly comparable financial measure calculated and presented in accordance with GAAP and reconcile the differences between the non-GAAP financial measure and such comparable GAAP measure. Tax-equivalent adjustments are reported in notes 2 and 3 to the “Average Balances with Average Yields and Rates” tables under Results of Operations.

Tax-equivalent net interest income, net interest margin and net interest spread. Net interest income on a tax-equivalent basis is a non-GAAP measure that adjusts for the tax-favored status of net interest income from loans and investments. We believe this measure to be the preferred industry measurement of net interest income, and it enhances comparability of net interest income arising from taxable and tax-exempt sources. The most directly comparable financial measure calculated in accordance with GAAP is our net interest income. Net interest margin on a tax-equivalent basis is net interest income on a tax-equivalent basis divided by average interest-earning assets on a tax-equivalent basis. The most directly comparable financial measure calculated in accordance with GAAP is our net interest margin. Net interest spread on a tax-equivalent basis is the difference in the average yield on average interest-earning assets on a tax equivalent basis and the average rate paid on average interest-bearing liabilities. The most directly comparable financial measure calculated in accordance with GAAP is our net interest spread.

These non-GAAP financial measures should not be considered alternatives to GAAP-basis financial statements, and other bank holding companies may define or calculate these non-GAAP measures or similar measures differently.

In the following table we present, for the years ended December 31, 2017, 2016 and 2015, our reconciliation of net interest income to net interest income adjusted to a fully taxable-equivalent basis assuming a 35% marginal tax rate for interest earned on tax-exempt assets such as municipal loans and investment securities (dollars in thousands), along with our calculation of net interest margin (FTE) and net interest spread (FTE).



	Years Ended December 31,
	2017			2016			2015
Net interest income (GAAP)	$	143,970		$	139,565		$	134,678
Tax equivalent adjustments:
Loans ⁽¹⁾	4,313			4,251			4,209
Investment securities (tax-exempt) ⁽²⁾	13,197			13,739			12,513
Net interest income (FTE) ⁽³⁾	$	161,480		$	157,555		$	151,400

Average earning assets	$	5,254,431		$	4,829,141		$	4,459,354

Net interest margin	2.74		%	2.89		%	3.02		%
Net interest margin (FTE) ⁽³⁾	3.07		%	3.26		%	3.40		%

Net interest spread	2.56		%	2.77		%	2.94		%
Net interest spread (FTE) ⁽³⁾	2.89		%	3.14		%	3.31		%


(1)	Interest on loans includes net fees on loans that are not material in amount.


(2)	For the purpose of calculating the average yield, the average balance of securities is presented at historical cost.


(3)	These amounts are presented on a fully taxable-equivalent basis and are non-GAAP measures.

Management believes adjusting net interest income, net interest margin and net interest spread to a fully taxable-equivalent basis is a standard practice in the banking industry as these measures provide useful information to make peer comparisons. Net interest margin (FTE) is the ratio of net interest income (FTE) to average earning assets for the period. Net interest spread (FTE) is the difference in the yield on average earning assets (FTE) over the rate paid on average interest bearing liabilities.

Interest income earned on certain assets is completely or partially exempt from federal income tax. As such, these tax-exempt instruments typically yield lower returns than taxable investments. To provide more meaningful comparisons of yields and margins for all earning assets, we also present revenue on a fully taxable-equivalent basis (FTE) by adjusting the interest income earned on tax-exempt assets to make the income comparable to interest income earned on taxable investments. This adjustment is a non-GAAP measure and is not permitted under GAAP in the Consolidated Statements of Income.

OVERVIEW

OPERATING RESULTS

During the year ended December 31, 2017 , our net income increase d $5.0 million , or 10.1% , to $54.3 million , from $49.3 million for the same period in 2016 . The increase was primarily the result of an $18.6 million increase in interest income, a $5.1 million decrease in provision for loan losses and a $3.2 million decrease in noninterest expense, partially offset by a $14.2 million increase in interest expense, a $5.8 million increase in income tax expense and a $1.9 million decrease in noninterest income. Noninterest expense decreased primarily due to a reduction in salaries and employee benefits, occupancy expense, other noninterest expense and professional fees, partially offset by acquisition expense incurred in connection with the Diboll merger. Earnings per diluted share was $1.81 for both years ended December 31, 2017 and 2016 .

During the year ended December 31, 2016 , our net income increase d $5.4 million , or 12.2% , to $49.3 million , from $44.0 million for the same period in 2015 . The increase was primarily the result of a $14.4 million increase in interest income, a $3.4 million decrease in noninterest expense, and a $1.5 million increase in noninterest income, partially offset by a $9.5 million increase in interest expense, a $3.0 million increase in income tax expense and a $1.4 million increase in provision for loan losses. Noninterest expense decreased primarily due to cost containment efforts and cost synergies as Omni was fully integrated in 2016. Earnings per diluted share increased $0.20 , or 12.4% , to $1.81 for the year ended December 31, 2016, from $1.61 for the same period in 2015.

FINANCIAL CONDITION

Our total assets increase d $934.3 million , or 16.8% , to $6.50 billion at December 31, 2017 from $5.56 billion at December 31, 2016 primarily due to the acquisition of Diboll on November 30, 2017. See “Note 2 - Acquisition.” The acquisition increase d both our loan and investment and mortgage-backed securities (“MBS”) portfolios. Loans increased $737.8 million , or 28.9% , to $3.29 billion compared to $2.56 billion at December 31, 2016 , with approximately $621.3 million of the increase resulting from the consummation of the Diboll merger in the fourth quarter. The net increase in our loans was comprised of increase s of $319.2 million of commercial real estate loans, $168.1 million of 1-4 family residential loans, $95.7 million of construction loans, $89.2 million of commercial loans, $47.2 million of municipal loans, and $18.5 million of loans to individuals. Our securities portfolio increase d by $31.2 million , or 1.3% , to $2.45 billion compared to $2.42 billion at December 31, 2016 . The increase in our securities was attributable to approximately $32.5 million of investment securities, comprised primarily of U.S. Government Agency debentures, which was partially offset by a decrease in MBS of $1.3 million . Cash and cash equivalents increase d $29.0 million , or 17.1% , to $198.7 million , compared to $169.7 million at December 31, 2016 .

Our nonperforming assets at December 31, 2017 decrease d to $10.5 million , and represented 0.16% of total assets, compared to $15.1 million , or 0.27% of total assets at December 31, 2016 due to the payoff of several nonaccrual commercial loans during 2017 . Nonaccruing loans decrease d $5.3 million to $2.9 million , and the ratio of nonaccruing loans to total loans decrease d to 0.09% at December 31, 2017 compared to 0.32% at December 31, 2016 . Restructured loans at December 31, 2017 decrease d to $5.8 million compared to $6.4 million at December 31, 2016 . Other Real Estate Owned (“OREO”) increase d to $1.6 million at December 31, 2017 from $339,000 at December 31, 2016 primarily due to the OREO acquired with the acquisition of Diboll. Repossessed assets increase d to $154,000 at December 31, 2017 from $49,000 at December 31, 2016 .

Our deposits increase d $982.4 million to $4.52 billion at December 31, 2017 from $3.53 billion at December 31, 2016 . The increase in our deposits during 2017 was primarily due to $899.3 million of deposits assumed with the Diboll merger and to a lesser extent an increase in our public fund deposits. Our noninterest bearing deposits increased $333.4 million and interest bearing deposits increased $649.0 million . Our public fund deposits increase d $87.9 million and our brokered deposits increase d $26.2 million during 2017 . Total FHLB borrowings decrease d $292.3 million to $1.02 billion at December 31, 2017 , from $1.31 billion at December 31, 2016 . On September 19, 2016 , the Company issued $100.0 million aggregate principal amount of fixed-to-floating rate subordinated notes. The unamortized discount and debt issuance costs deducted from the subordinated notes issued totaled approximately $1.8 million at December 31, 2017 .

Assets under management in our trust department increased 92.9% , during 2017 and were approximately $1.96 billion at December 31, 2017 compared to $1.01 billion at December 31, 2016 . The increase was primarily due to the acquisition of Diboll.

Shareholders’ equity at December 31, 2017 totaled $754.1 million compared to $518.3 million at December 31, 2016 . The increase is primarily the result of the acquisition of Diboll. See “Note 2 – Acquisition.” To a lesser extent the increase reflects net income of $54.3 million recorded for the year ended December 31, 2017 , a decrease in accumulated other comprehensive loss of $7.9 million , net issuance of common stock under employee stock plans of $2.5 million , stock compensation expense of $1.8 million and $1.5 million of common stock issued under our dividend reinvestment plan. These increases were offset by cash dividends paid of $32.2 million . The decrease in accumulated other comprehensive loss is comprised primarily of a decrease of $10.3 million , net of tax, in the unrealized loss on securities, net of reclassification adjustments, and an increase of $670,000 , net of tax in the unrealized gain on effective cash flow hedge interest rate swap derivatives and the reclassification adjustments included in net income, partially offset by a decrease of $3.1 million , net of tax, related to the change in the funded status of our defined benefit plan. We also reclassified $5.7 million from accumulated other comprehensive loss to retained earnings in connection with our early adoption of ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” during the fourth quarter of 2017. ASU 2018-02, issued in February 2018, allows a reclassification for the effect of remeasuring deferred tax balances related to items within accumulated other comprehensive income (“AOCI”) resulting from the Tax Cuts and Jobs Act. See “Note 4 – Accumulated Other Comprehensive Loss” to our consolidated financial statements included in this report.

Economic conditions in our Fort Worth and Austin market areas have continued to perform generally better than many other parts of the country. Texas continues to see economic expansion despite the economic headwinds related to oil prices averaging between $40-$60 over the past three years which have been partially offset by strong global demand. With the rise in interest rates, a decline in unemployment rates, and solid residential construction activity expected in 2018, economists predict the Texas markets we serve will continue to grow at a slow to modest pace in 2018 .

Key financial indicators management follows include, but are not limited to, numerous interest rate sensitivity and interest rate risk indicators, credit risk, operations risk, liquidity risk, capital risk, regulatory risk, competition risk, yield curve risk, U.S. Agency MBS prepayment risk and economic risk indicators.

BALANCE SHEET STRATEGY

We utilize wholesale funding and securities to enhance our profitability and balance sheet composition by determining acceptable levels of credit, interest rate and liquidity risk consistent with prudent capital management. This balance sheet strategy consists of borrowing a combination of long- and short-term funds from the FHLB and, when determined appropriate, issuing brokered CDs. These funds are invested primarily in U.S. Agency MBS, and to a lesser extent, long-term municipal securities and U.S. Treasury securities. Although U.S. Agency MBS often carry lower yields than traditional mortgage loans and other types of loans we make, these securities generally (i) increase the overall quality of our assets because of either the implicit or explicit guarantees of the U.S. Government, (ii) are more liquid than individual loans and (iii) may be used to collateralize our borrowings or other obligations. While the strategy of investing a substantial portion of our assets in U.S. Agency MBS and municipal securities has historically resulted in lower interest rate spreads and margins, we believe the lower operating expenses and reduced credit risk, combined with the managed interest rate risk of this strategy, have enhanced our overall profitability over the last several years. At this time, we utilize this balance sheet strategy with the goal of enhancing overall profitability by maximizing the use of our capital.

Risks associated with the asset structure we maintain include a lower net interest rate spread and margin when compared to our peers, changes in the slope of the yield curve, which can reduce our net interest rate spread and margin, increased interest rate risk, the length of interest rate cycles, changes in volatility spreads associated with the MBS and municipal securities, the unpredictable nature of MBS prepayments and credit risks associated with the municipal securities. See “Part I - Item 1A. Risk Factors – Risks Related to Our Business” in this report for a discussion of risks related to interest rates. Our asset structure, net interest spread and net interest margin require us to closely monitor our interest rate risk. An additional risk is the change in fair value of the AFS securities portfolio as a result of changes in interest rates. Significant increases in interest rates, especially long-term interest rates, could adversely impact the fair value of the AFS securities portfolio, which could also significantly impact our equity capital. Due to the unpredictable nature of MBS prepayments, the length of interest rate cycles and the slope of the interest rate yield curve, net interest income could fluctuate more than simulated under the scenarios modeled by our Asset/Liability Committee (“ALCO”) and described under “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” in this report.

Determining the appropriate size of the balance sheet is one of the critical decisions any bank makes. Our balance sheet is not merely the result of a series of micro-decisions, but rather the size is controlled based on the economics of assets compared to the economics of funding. The relatively low, but currently increasing interest rate environment and economic landscape requires that we monitor the interest rate sensitivity of the assets driving our growth and closely align ALCO objectives accordingly.

The management of our securities portfolio as a percentage of earning assets is guided by the current economics associated with increasing the securities portfolio, changes in our overall loan and deposit levels and changes in our wholesale funding levels. If adequate quality loan growth is not available to achieve our goal of enhancing profitability by maximizing the use of capital, as described above, then we may purchase additional securities, if appropriate, which may cause securities as a percentage of earning assets to increase. Should we determine that increasing the securities portfolio or replacing the current securities maturities and principal payments is not an efficient use of capital, we may decrease the level of securities through proceeds from maturities, principal payments on MBS or sales. Our balance sheet strategy is designed such that our securities portfolio should help mitigate financial performance associated with potential business cycles that include slower loan growth and higher credit costs.

During the year ended December 31, 2017 , we sold U.S. Agency CMOs, U.S. Agency CMBS, U.S. Agency pass-throughs, Texas municipal securities, U.S. Government Agency debentures and U.S. Treasury securities that resulted in an overall gain on the sale of AFS securities of $625,000 . We sold selected long-term CMBS and lower yielding, low balance CMOs. In addition, we primarily sold lower yielding Texas municipal securities and short duration, low yielding U.S. Government Agency debentures . These security sales were designed to address risks from a flattening yield curve where short-term rates were rising and long-term rates were gradually decreasing. Also, we wanted to alleviate margin compression brought on by the Federal Reserve raising interest rates three times since December 2016, by selling lower yielding fixed rate securities. Some of the securities sold were acquired in the Diboll acquisition and were sold because they did not fit within our balance sheet strategy or ALCO objectives. Most of the longer duration sales of securities occurred during August and September as long-term rates fell, including the 10-year Treasury dropping below 2.05% in early September. During the year ended December 31, 2017 , sales of securities were partially offset by additional purchases of premium U.S. Agency CMOs, U.S. Agency CMBS, and Texas municipal securities with favorable expected returns and defensive risk profiles and the securities acquired. In addition, we impaired $109 million of U.S. Agency debentures that we had the intent to sell during January 2018 and recorded an impairment charge of $234,000 in the fourth quarter of 2017.

Our investment securities and U.S. Agency MBS increase d from $2.42 billion at December 31, 2016 to $2.45 billion at December 31, 2017 . The increase was due to increased securities acquired as a result of the acquisition of Diboll.

At December 31, 2017 , securities as a percentage of assets decreased to 37.7% , compared to 43.4% at December 31, 2016 as a result of the acquisition of Diboll and Diboll’s large percentage of loans to assets. Our balance sheet management strategy is

dynamic and will be continually reevaluated as market conditions warrant. As interest rates, yield curves, MBS prepayments, funding costs, security spreads and loan and deposit portfolios change, our determination of the proper types, amount and maturities of securities to own as well as funding needs and funding sources will continue to be reevaluated. Should the economics of purchasing securities decrease, we may allow this part of the balance sheet to shrink through run-off or security sales. However, should the economics become more attractive, we may strategically increase the securities portfolio and the balance sheet.

With respect to liabilities, we continue to utilize a combination of FHLB borrowings and deposits to achieve our strategy of minimizing cost while achieving overall interest rate risk objectives as well as the liability management objectives of the ALCO. FHLB funding is the primary wholesale funding source we are currently utilizing.

Our FHLB borrowings decrease d 22.3% , or $292.3 million , to $1.02 billion at December 31, 2017 from $1.31 billion at December 31, 2016 , due primarily to borrowings paying off and a decrease in borrowings purchased during 2017 . From time to time, the Company may enter into various variable rate advance agreements with the FHLB. These advance agreements totaled $240.0 million at December 31, 2017 and $250.0 million at December 31, 2016 . Two of the variable rate advance agreements have interest rates of three-month LIBOR minus 0.25% . The remaining advance agreements have interest rates ranging from one-month LIBOR plus 0.17% to one-month LIBOR plus 0.278% . In connection with obtaining these advance agreements, the Company entered into various interest rate swap contracts that are treated as cash flow hedges under ASC Topic 815, “Derivatives and Hedging” that effectively converted the variable rate advance agreements to fixed interest rates ranging from 0.932% to 2.345% and original terms ranging from five years to ten years. The cash flows from the swaps are expected to be effective in hedging the variability in future cash flows attributable to fluctuations in the one-month and three-month LIBOR interest rates. During the first quarter of 2017 , we terminated two interest rate swap contracts designated as cash flow hedges having a total notional value of $ 40.0 million . At the time of termination, we determined that the underlying hedged forecasted transactions were still probable of occurring. These transactions are reevaluated on a monthly basis thereafter, to determine if the hedged forecasted transactions are still probable of occurring. If at a subsequent evaluation, it is determined that the transactions will not occur, any related gains or losses recorded in AOCI are immediately recognized in earnings. Refer to “Note 12 - Derivative Financial Instruments and Hedging Activities” in our consolidated financial statements included in this report for a detailed description of our hedging policy and methodology related to derivative instruments.

Our brokered CDs increase d from $35.5 million at December 31, 2016 to $60.2 million at December 31, 2017 , or 69.6% , due to lower funding costs compared to other funding alternatives and ALCO objectives. At December 31, 2017 , approximately $54.5 million of our brokered CDs were non-callable with a weighted average cost of 114 basis points and remaining maturities of less than eleven months. The remaining $5.7 million have short-term calls that we control and mature within 2 years . Our wholesale funding policy currently allows maximum brokered CDs of $180.0 million ; however, this amount could be increased to match changes in ALCO objectives. The potential higher interest expense and lack of customer loyalty are risks associated with the use of brokered CDs.

Deposits increased during 2017 primarily due to approximately $899.3 million of deposits acquired with the Diboll merger, The increase in deposits combined with the decrease in FHLB borrowings, partially offset by the increase in brokered deposits resulted in a decrease in our total wholesale funding as a percentage of deposits, not including brokered deposits, to 24.3% at December 31, 2017 from 38.5% at December 31, 2016 .

RESULTS OF OPERATIONS

Our results of operations are dependent primarily on net interest income, which is the difference between the interest income earned on assets (loans and investments) and interest expense due on our funding sources (deposits and borrowings) during a particular period. Results of operations are also affected by our noninterest income, provision for loan losses, noninterest expenses and income tax expense. General economic and competitive conditions, particularly changes in interest rates, changes in interest rate yield curves, prepayment rates of MBS and loans, repricing of loan relationships, government policies and actions of regulatory authorities also significantly affect our results of operations. Future changes in applicable law, regulations or government policies may also have a material impact on us.

NET INTEREST INCOME

Net interest income is one of the principal sources of a financial institution’s earnings stream and represents the difference or spread between interest and fee income generated from interest earning assets and the interest expense paid on deposits and borrowed funds. Fluctuations in interest rates or interest rate yield curves, as well as repricing characteristics and volume and changes in the mix of interest earning assets and interest bearing liabilities, materially impact net interest income.

The following table presents net interest income for the periods presented (in thousands):



	Years Ended December 31,
	2017		2016		2015
	(in thousands)
Interest income
Loans	$	117,633	$	106,564	$	96,417
Investment securities – taxable	939		1,057		1,587
Investment securities – tax-exempt	24,529		22,654		22,468
Mortgage-backed securities	41,361		37,450		33,661
FHLB stock and other investments	1,306		798		298
Other interest earning assets	1,706		390		101
Total interest income	187,474		168,913		154,532
Interest expense
Deposits	20,736		14,255		10,162
FHLB borrowings	15,106		11,751		8,234
Subordinated notes	5,633		1,628		—
Trust preferred subordinated debentures	2,013		1,706		1,455
Other borrowings	16		8		3
Total interest expense	43,504		29,348		19,854
Net interest income	$	143,970	$	139,565	$	134,678

Net interest income for the year ended December 31, 2017 increase d $4.4 million , or 3.2% , compared to the same period in 2016 and increase d $4.9 million , or 3.6% , for the year ended December 31, 2016 compared to the same period in 2015 . The increase in net interest income was due to the increase in interest income of $18.6 million , or 11.0% , which was primarily a result of the increase in the interest income on loans of $11.1 million , compared to the same period in 2016 , and an increase in interest income on mortgage-backed securities of $3.9 million , compared to the same period in 2016 , partially offset by the increase in interest expense of $14.2 million on deposits and other interest bearing liabilities, compared to the same period in 2016 . For the year ended December 31, 2017 , our net interest spread (FTE) and net interest margin (FTE) decreased to 2.89% and 3.07% from 3.14% and 3.26% , respectively, for the same period in 2016 . The overall increase in net interest income during 2016 was due to the increase in interest income, which was primarily a result of the increase in the interest income on loans, compared to the same period in 2015 , which included a $1.3 million recovery of interest income on the payoff of a long-time nonaccrual loan during the first quarter of 2016 and an increase in interest income on mortgage-backed securities, partially offset by the increase in interest expense on deposits and other interest bearing liabilities, compared to the same period in 2015 . For the year ended December 31, 2016 , our net interest spread (FTE) decrease d to 3.14% from 3.31% , and our net interest margin (FTE) decrease d to 3.26% from 3.40% compared to the same period in 2015 .

During the year ended December 31, 2017 , total interest income increase d $18.6 million , or 11.0% , compared to the same period in 2016 , and during the year ended December 31, 2016 , increase d $14.4 million , or 9.3% , compared to the same period in

2015 . The increase in total interest income for the year ended December 31, 2017 was the result of an increase in average earning assets of $425.3 million , or 8.8% , from $4.83 billion for 2016 to $5.25 billion for 2017 , and an increase in the average yield on average earning assets from 3.87% for the year ended December 31, 2016 to 3.90% for the year ended December 31, 2017 . The increase in the average yield on earning assets during the year ended December 31, 2017 was the result of increases in the average yields on most of the earning asset categories due to the overall higher interest rate environment in 2017. This was partially offset by the decrease in the average yield on tax-exempt investment securities as higher yielding tax-exempt securities rolled off and were replaced with lower yielding securities. Also partially offsetting the increase was the effect on the average yield on loans in 2016 of the $1.3 million recovery of interest income on the payoff of a long-term nonaccrual loan during the first quarter of 2016.

The increase in total interest income for the year ended December 31, 2016 was the result of an increase in average earning assets of $ 369.8 million , or 8.3% , from $ 4.46 billion for 2015 to $ 4.83 billion for 2016 , and an increase in the average yield on average earning assets from 3.84% for the year ended December 31, 2015 to 3.87% for the year ended December 31, 2016 . The increase in the yield on earning assets during the year ended December 31, 2016 is reflective of an increase in the yield on MBS.

During the year ended December 31, 2017 , average loans increase d $213.5 million , or 8.7% , to $2.67 billion from $2.45 billion , compared to the same period in 2016 . During the year ended December 31, 2016 , average loans increase d $228.4 million , or 10.3% , from $2.22 billion to $2.45 billion , compared to the same period in 2015 . The increase in average loans during 2017 was primarily a result of continued loan growth of loans secured by real estate in our market areas and the Diboll acquisition in late November. The increase in average loans during 2016 was primarily a result of strong loan growth in our market areas, primarily commercial real estate loans and municipal loans. The average yield on loans increase d from 4.51% for the year ended December 31, 2016 to 4.57% for the year ended December 31, 2017 , due to the mix of the loan portfolio. Interest income on loans increase d $11.1 million , or 10.4% , for the year ended December 31, 2017 compared to the same period in 2016 as a result of increase s in both the average balance and the average yield on loans. The average yield on loans decrease d slightly from 4.52% for the year ended December 31, 2015 to 4.51% for the year ended December 31, 2016 . Interest income on loans increase d $10.1 million , or 10.5% , for the year ended December 31, 2016 compared to the same period in 2015 as a result of an increase in the average balance which more than offset the decrease in the average yield. A $1.3 million recovery of interest income on the payoff of a long-time nonaccrual loan during the first quarter of 2016 also attributed to the increase in interest income. Due to the competitive loan pricing environment, we anticipate that we may be required to continue to offer lower interest rates and spreads that compete with those offered by other financial institutions in order to retain quality loan relationships. Offering lower interest rates and spreads could impact the overall yield on loans and, therefore, profitability.

For the year ended December 31, 2017 , average investment securities and MBS increase d $122.2 million , or 5.5% , to $2.36 billion from $2.24 billion compared to the same period in 2016 and increase d $93.7 million , or 4.4% , from $2.15 billion to $2.24 billion for the year ended December 31, 2016 , compared to the same period in 2015 . At December 31, 2017 , primarily all of our MBS were fixed rate securities. The overall yield on average investment securities and MBS increase d to 3.39% during the year ended December 31, 2017 from 3.35% during the same period in 2016 and increase d to 3.35% during the year ended December 31, 2016 from 3.27% during the same period in 2015 . The increase in the average yield during both 2017 and 2016 is primarily the result of increases in the average yield on MBS due to less prepayments compared to 2015 and overall higher interest rates. Interest income on investment securities and MBS increase d $5.7 million in 2017 , or 9.3% , due to increase s in both average balance and average yield. A decrease in long-term interest rate levels combined with lower credit spreads could negatively impact our net interest margin in the future due to increased prepayments. Interest income on investment securities and MBS increased $3.4 million in 2016 , or 6.0%, due to increases in both average balance and average yield.

Average FHLB stock and other investments increase d $10.8 million , or 19.2% , to $66.9 million , for the year ended December 31, 2017 , compared to $56.1 million for 2016 and increase d $9.5 million , or 20.4% , to $56.1 million for the year ended December 31, 2016 , compared to $46.6 million for 2015 . The increase is primarily due to the increase in average FHLB borrowings during both 2017 and 2016 and the corresponding requirement to hold stock associated with those borrowings. We are required as a member of FHLB to own a specific amount of stock that changes as the level of our FHLB borrowings and asset size change. The FHLB stock is a variable instrument with the rate typically tied to the federal funds rate. Interest income from our FHLB stock and other investments increase d $508,000 , or 63.7% , during 2017 , and increase d $500,000 , or 167.8% , during 2016 . The increase in interest income in both 2017 and 2016 was due to increase s in both the average balance and the average yield on FHLB stock and other investments.

Average interest earning deposits and federal funds sold increase d $78.8 million , or 103.6% , to $154.9 million for the year ended December 31, 2017 , compared to $76.1 million for 2016 and increase d $36.6 million , or 92.5% , to $76.1 million , for the year ended December 31, 2016 , compared to $39.5 million for 2015 . The increase is primarily due to the increase in average interest earning deposits and federal funds sold during both 2017 and 2016 . Interest income from interest earning deposits and federal funds sold increase d $1.3 million , or 337.4% , during 2017 , and increase d $289,000 , or 286.1% , during 2016 . The increase in interest income in both 2017 and 2016 was due to increase s in both average balance and yield on interest earning deposits and federal funds sold.

During the year ended December 31, 2017 , our average loans and securities increased compared to the same period in 2016 . As a result, the mix of our average earning assets changed as our average total securities as a percentage of total average earning assets totaled 46.2% during 2017 compared to 47.5% during 2016 and 49.1% during 2015 . Average loans were 50.8% of average total earning assets during 2017 compared to 50.9% during 2016 and 50.0% during 2015 . Other earning asset categories averaged 3.0% of average earning assets during 2017 compared to 1.6% during 2016 and 0.9% during 2015 .

Total interest expense increase d $14.2 million , or 48.2% , during the year ended December 31, 2017 . The increase in interest expense for 2017 was attributable to an increase in average interest bearing liabilities of $268.5 million , or 6.7% , from $4.02 billion to $4.29 billion and in the average rate paid on interest bearing liabilities for the year ended December 31, 2017 , to 1.01% , from 0.73% for the same period in 2016 . The increase in average interest bearing liabilities was primarily the result of the increase in FHLB borrowings, the issuance of subordinated notes, the Diboll acquisition in late November, and to a lesser extent, the increase in deposits.

Total interest expense increased $9.5 million, or 47.8%, during the year ended December 31, 2016. The increase in interest expense for 2016 was attributable to an increase in average interest bearing liabilities of $311.3 million, or 8.4%, from $3.71 billion to $4.02 billion and in the average rate paid on interest bearing liabilities for the year ended December 31, 2016, to 0.73%, from 0.53% for the same period in 2015. The increase in average interest bearing liabilities was primarily the result of the increase in deposits and in FHLB borrowings, and to a lesser extent, the issuance of the subordinated notes.

The following table sets forth our deposit averages by category (dollars in thousands):



	COMPOSITION OF DEPOSITS Years Ended December 31,
	2017				2016				2015
	Average Balance		Average Rate		Average Balance		Average Rate		Average Balance		Average Rate

Interest Bearing Demand Deposits	$	1,645,557	0.56	%	$	1,681,422	0.36	%	$	1,648,416	0.27	%
Savings Deposits	267,345		0.17	%	244,826		0.11	%	232,385		0.10	%
Time Deposits	990,553		1.11	%	941,716		0.85	%	845,882		0.65	%
Total Interest Bearing Deposits	2,903,455		0.71	%	2,867,964		0.50	%	2,726,683		0.37	%
Noninterest Bearing Demand Deposits	761,370		N/A		693,929		N/A		679,346		N/A
Total Deposits	$	3,664,825	0.57	%	$	3,561,893	0.40	%	$	3,406,029	0.30	%

Total average interest bearing deposits increase d $35.5 million , or 1.2% , and the average rate paid increase d from 0.50% for the year ended December 31, 2016 , to 0.71% for the year ended December 31, 2017 . For the year ended December 31, 2016 average interest bearing deposits increased $141.3 million, or 5.2%, and the average rate paid increased from 0.37% for the year ended December 31, 2015, to 0.50% for the year ended December 31, 2016. Interest expense for interest bearing deposits increase d $6.5 million , or 45.5% , during 2017 , and increased $4.1 million, or 40.3%, during 2016 . The increase in interest expense in both 2017 and 2016 was due to increase s in both the average balance and average rate paid.

Average time deposits increase d $48.8 million , or 5.2% , and $95.8 million , or 11.3% , for the years ended December 31, 2017 and December 31, 2016 , respectively. The average rate paid increase d 26 basis points for the year ended December 31, 2017 and increase d 20 basis points for the year ended December 31, 2016 . Average interest bearing demand deposits decrease d $35.9 million , or 2.1% , for the year ended December 31, 2017 . Average interest bearing demand deposits increase d $33.0 million , or 2.0% , for the year ended December 31, 2016 . The average rate paid increase d 20 basis points for the year ended December 31, 2017 and increase d nine basis points for the year ended December 31, 2016 . Average savings deposits increase d $22.5 million , or 9.2% , and the average rate paid increase d six basis points for the year ended December 31, 2017 . Average savings deposits increase d $12.4 million , or 5.4% , while the average rate paid increase d one basis point for the year ended December 31, 2016 . Average noninterest bearing demand deposits increase d $67.4 million , or 9.7% , during 2017 and $14.6 million , or 2.1% , during 2016 . The latter three categories, which are considered the lowest cost deposits, comprised 73.0% of total average deposits during the year ended December 31, 2017 compared to 73.6% during 2016 and 75.2% during 2015 . The increase in our average total deposits during 2017 was primarily due to approximately $899.3 million of the deposits assumed in the Diboll merger as well as an increase in public fund deposits. The increase in our average total deposits during 2016 was primarily the result of increases in public fund deposits.

At December 31, 2017 , total brokered CDs were $60.2 million compared to $35.5 million at December 31, 2016 . This represented an increase of $24.7 million , or 69.6% , from 2016 . Total brokered CDs decrease d $49.8 million , or 58.4% , in 2016 from $85.3 million at December 31, 2015 . At December 31, 2017 , approximately $54.5 million of our brokered CDs were non-callable with maturities of less than eleven months. The remaining $5.7 million have short-term calls that we control and mature within two years. We utilize callable brokered CDs because the brokered CDs better match overall ALCO objectives at the time of issuance by protecting us with fixed rates should interest rates increase, while providing us options to call the funding should interest rates decrease. At December 31, 2017 , brokered CDs represented 1.3% of deposits compared to 1.0% of deposits at December 31, 2016 and 2.5% at December 31, 2015 . Our wholesale funding policy currently allows maximum brokered CDs of $180 million; however, this amount could be increased to match changes in ALCO objectives. The potential higher interest expense and lack of customer loyalty are risks associated with the use of brokered CDs.

Average FHLB borrowings, consisting of FHLB advance agreements, increase d $161.4 million , or 15.2% , during the year ended December 31, 2017 , to $1.22 billion as compared to $1.06 billion at December 31, 2016 , to fund the increase in securities and other short-term liquidity needs. Average FHLB borrowings increase d $137.6 million , or 14.9% , to $1.06 billion during the year ended December 31, 2016 , from $923.0 million at December 31, 2015 . Interest expense associated with FHLB borrowings increase d $3.4 million , or 28.6% , and the average rate paid increase d 13 basis points to 1.24% for the year ended December 31, 2017 , compared to 1.11% for the same period in 2016 . Interest expense associated with FHLB borrowings increase d $3.5 million , or 42.7% , and the average rate paid increase d 22 basis points to 1.11% for the year ended December 31, 2016 , compared to 0.89% for the same period in 2015 . The increase in interest expense in both 2017 and 2016 was due to increase s in both the average balance and the average rate paid. FHLB borrowings are collateralized by FHLB stock, nonspecified loans and securities.

Average subordinated notes, consisting of $100.0 million aggregate principal amount of fixed-to-floating rate subordinated notes, increase d $70.3 million , or 252.4% , during the year ended December 31, 2017 , to $98.2 million as compared to $27.9 million at December 31, 2016 . The $100.0 million aggregate principal amount of subordinated notes were issued on September 19, 2016 and initially bears interest at a fixed rate of 5.50% through September 29, 2021 and thereafter, adjusts quarterly at a floating rate equal to three-month LIBOR plus 429.7 basis points. Interest expense associated with the subordinated notes increase d $4.0 million , or 246.0% , and the average rate paid decrease d 10 basis points to 5.74% for the year ended December 31, 2017 , compared to 5.84% for the same period in 2016 .

Average trust preferred subordinated debentures, consisting of our junior subordinated debentures, was $60.2 million for the years ended December 31, 2017 , 2016 , and 2015 . The interest rate on the $20.5 million of long-term debentures issued to Southside Statutory Trust III adjusts quarterly at a rate equal to three-month LIBOR plus 294 basis points. The interest rate on the $23.2 million of long-term debentures issued to Southside Statutory Trust IV adjusts quarterly at a rate equal to three-month LIBOR plus 130 basis points. The interest rate on the $12.9 million of long-term debentures issued to Southside Statutory Trust V adjusts quarterly at a rate equal to three-month LIBOR plus 225 basis points. The interest rate on the $3.6 million of long-term debentures issued to Magnolia Trust Company I adjusts quarterly at a rate equal to three-month LIBOR plus 180 basis points.

Average other borrowings, consisting primarily of repurchase agreements, increase d $1.3 million , or 19.4% , during the year ended December 31, 2017 , to $8.1 million as compared to $6.8 million at December 31, 2016 . Average other borrowings increase d $4.5 million , or 198.6% , during the year ended December 31, 2016 , from $2.3 million at December 31, 2015 to $6.8 million . Interest expense associated with other borrowings increase d $8,000 , or 100.0% , and the average rate paid increase d eight basis points to 0.20% for the year ended December 31, 2017 compared to 0.12% for the same period in 2016 . The increase in interest expense was due to the increase in both the average balance and average rate paid. Interest expense associated with other borrowings increase d $5,000 , or 166.7% , while the average rate paid decrease d one basis point to 0.12% for the year ended December 31, 2016 compared to 0.13% for the same period in 2015 . The increase in interest expense was due to the increase in the average balance which more than offset the decrease in the average rate paid.

AVERAGE BALANCES WITH AVERAGE YIELDS AND RATES

The following table presents average balance sheet amounts and average yields/rates for the years ended December 31, 2017 , 2016 and 2015 . The interest and related yields presented are on a fully taxable-equivalent basis and are therefore, non-GAAP measures. The information should be reviewed in conjunction with the consolidated financial statements for the same years then ended (dollars in thousands).



	Average Balances with Average Yields and Rates
	Years Ended
	December 31, 2017							December 31, 2016							December 31, 2015
	Avg Balance			Interest		Avg Yield/Rate		Avg Balance			Interest		Avg Yield/Rate		Avg Balance			Interest		Avg Yield/Rate
ASSETS
Loans ^{(1) (2)}	$	2,666,265		$	121,769	4.57	%	$	2,452,803		$	110,653	4.51	%	$	2,224,401		$	100,471	4.52	%
Loans held for sale	5,058			177		3.50	%	5,036			162		3.22	%	3,439			155		4.51	%
Securities:
Inv. sec. (taxable) ⁽⁴⁾	51,654			939		1.82	%	60,145			1,057		1.76	%	75,977			1,587		2.09	%
Inv. sec. (tax-exempt) ^{(3) (4)}	765,854			37,726		4.93	%	699,472			36,393		5.20	%	637,333			34,981		5.49	%
Mortgage-backed and related securities ⁽⁴⁾	1,543,826			41,361		2.68	%	1,479,528			37,450		2.53	%	1,432,087			33,661		2.35	%
Total securities	2,361,334			80,026		3.39	%	2,239,145			74,900		3.35	%	2,145,397			70,229		3.27	%
FHLB stock, at cost, and other investments	66,855			1,306		1.95	%	56,071			798		1.42	%	46,584			298		0.64	%
Interest earning deposits	148,924			1,634		1.10	%	75,339			385		0.51	%	39,533			101		0.26	%
Federal funds sold	5,995			72		1.20	%	747			5		0.67	%	—			—		—
Total earning assets	5,254,431			204,984		3.90	%	4,829,141			186,903		3.87	%	4,459,354			171,254		3.84	%
Cash and due from banks	54,590							51,160							52,400
Accrued interest and other assets	369,872							373,278							376,473
Less: Allowance for loan losses	(19,042		)					(18,465		)					(16,621		)
Total assets	$	5,659,851						$	5,235,114						$	4,871,606
LIABILITIES AND SHAREHOLDERS’ EQUITY
Savings deposits	$	267,345		464		0.17	%	$	244,826		280		0.11	%	$	232,385		233		0.10	%
Time deposits	990,553			11,006		1.11	%	941,716			7,984		0.85	%	845,882			5,512		0.65	%
Interest bearing demand deposits	1,645,557			9,266		0.56	%	1,681,422			5,991		0.36	%	1,648,416			4,417		0.27	%
Total interest bearing deposits	2,903,455			20,736		0.71	%	2,867,964			14,255		0.50	%	2,726,683			10,162		0.37	%
FHLB borrowings	1,222,033			15,106		1.24	%	1,060,631			11,751		1.11	%	923,017			8,234		0.89	%
Subordinated notes ⁽⁵⁾	98,172			5,633		5.74	%	27,860			1,628		5.84	%	—			—		—
Trust preferred subordinated debentures ⁽⁶⁾	60,238			2,013		3.34	%	60,233			1,706		2.83	%	60,229			1,455		2.42	%
Other borrowings	8,120			16		0.20	%	6,798			8		0.12	%	2,277			3		0.13	%
Total interest bearing liabilities	4,292,018			43,504		1.01	%	4,023,486			29,348		0.73	%	3,712,206			19,854		0.53	%
Noninterest bearing deposits	761,370							693,929							679,346
Accrued expenses and other liabilities	43,440							49,275							41,627
Total liabilities	5,096,828							4,766,690							4,433,179
Shareholders’ equity	563,023							468,424							438,427
Total liabilities and shareholders’ equity	$	5,659,851						$	5,235,114						$	4,871,606
Net interest income (FTE) ⁽⁷⁾				$	161,480						$	157,555						$	151,400
Net interest margin on average earning assets (FTE) ⁽⁷⁾						3.07	%						3.26	%						3.40	%
Net interest spread (FTE) ⁽⁷⁾						2.89	%						3.14	%						3.31	%


(1)	Interest on loans includes net fees on loans that are not material in amount.


(2)	Interest income includes taxable-equivalent adjustments of $4,313 , $4,251 and $4,209 for the years ended December 31, 2017 , 2016 and 2015 , respectively. See “Non-GAAP Financial Measures.”


(3)	Interest income includes taxable-equivalent adjustments of $13,197 , $13,739 and $12,513 for the years ended December 31, 2017 , 2016 and 2015 , respectively. See “Non-GAAP Financial Measures.”


(4)	For the purpose of calculating the average yield, the average balance of securities is presented at historical cost.


(5)	The unamortized discount and debt issuance costs reflected in the carrying amount of the subordinated notes totaled approximately $1.8 million and $555,000 for the years ended December 31, 2017 and 2016 , respectively.


(6)	Represents issuance of junior subordinated debentures. In connection with the adoption of ASU 2015-03 that requires unamortized debt issuance costs be presented as a direct deduction from the related debt liability, our average long-term debt for the years ended December 31, 2017 , 2016 and 2015 reflect unamortized debt issuance costs of $73,000 , $77,000 and $82,000 , respectively.


(7)	These amounts are presented on a fully taxable-equivalent basis and are non-GAAP measures. See “Non-GAAP Financial Measures” for more information.

Note: As of December 31, 2017 , 2016 and 2015 , loans totaling $2,937 , $8,280 and $20,526 , respectively, were on nonaccrual status. Our policy is to reverse previously accrued but unpaid interest on nonaccrual loans; thereafter, interest income is recorded to the extent received when appropriate.

ANALYSIS OF CHANGES IN INTEREST INCOME AND INTEREST EXPENSE

The following tables present on a fully taxable-equivalent basis the net change in net interest income and sets forth the dollar amount of increase (decrease) in the average volume of interest earning assets and interest bearing liabilities and from changes in yields/rates. Volume/Yield/Rate variances (change in volume times change in yield/rate) have been allocated to amounts attributable to changes in volumes and to changes in yields/rates in proportion to the amounts directly attributable to those changes (in thousands).



	Years Ended December 31, 2017 Compared to 2016
	Increase (Decrease) Due to Change in
Fully Taxable-Equivalent Basis:	Average Volume			Average Yield/Rate			Increase/(Decrease)
Interest income on:
Loans ⁽¹⁾	$	9,734		$	1,382		$	11,116
Loans held for sale	1			14			15
Investment securities (taxable)	(153		)	35			(118		)
Investment securities (tax-exempt) ⁽¹⁾	3,336			(2,003		)	1,333
Mortgage-backed securities	1,668			2,243			3,911
FHLB stock, at cost, and other investments	173			335			508
Interest earning deposits	574			675			1,249
Federal funds sold	60			7			67
Total earning assets	15,393			2,688			18,081
Interest expense on:
Savings deposits	28			156			184
Time deposits	432			2,590			3,022
Interest bearing demand deposits	(130		)	3,405			3,275
FHLB borrowings	1,906			1,449			3,355
Subordinated notes	4,035			(30		)	4,005
Trust preferred subordinated debentures	—			307			307
Other borrowings	2			6			8
Total interest bearing liabilities	6,273			7,883			14,156
Net change	$	9,120		$	(5,195	)	$	3,925



	Years Ended December 31, 2016 Compared to 2015
	Increase (Decrease) Due to Change in
Fully Taxable-Equivalent Basis:	Average Volume			Average Yield/Rate			Increase/(Decrease)
Interest income on:
Loans ⁽¹⁾	$	10,304		$	(122	)	$	10,182
Loans held for sale	59			(52		)	7
Investment securities (taxable)	(301		)	(229		)	(530		)
Investment securities (tax-exempt) ⁽¹⁾	3,295			(1,883		)	1,412
Mortgage-backed securities	1,141			2,648			3,789
FHLB stock, at cost, and other investments	71			429			500
Interest earning deposits	135			149			284
Federal funds sold	5			—			5
Total earning assets	14,709			940			15,649
Interest expense on:
Savings deposits	13			34			47
Time deposits	676			1,796			2,472
Interest bearing demand deposits	90			1,484			1,574
FHLB borrowings	1,341			2,176			3,517
Subordinated notes	1,628			—			1,628
Trust preferred subordinated debentures	—			251			251
Other borrowings	5			—			5
Total interest bearing liabilities	3,753			5,741			9,494
Net change	$	10,956		$	(4,801	)	$	6,155


(1)	Interest yields on loans and securities that are nontaxable for federal income tax purposes are presented on a fully taxable-equivalent basis (FTE). See “Non-GAAP Financial Measures.”

PROVISION FOR LOAN LOSSES

The provision for loan losses for the year ended December 31, 2017 was $4.7 million compared to $9.8 million for the year ended December 31, 2016 . The provision for loan losses for the year ended December 31, 2015 was $8.3 million . For the year ended December 31, 2017 , net loan charge-offs decrease d $9.8 million , to $1.8 million compared to $11.6 million for the same period in 2016 and increase d $9.7 million during 2016 from $1.9 million for the same period in 2015 . Nonperforming assets to total assets decreased to 0.16% at December 31, 2017 from 0.27% at December 31, 2016 primarily due to a decrease in nonaccrual loans. During 2016, our nonperforming assets to total assets ratio decreased to 0.27% at December 31, 2016 from 0.63% at December 31, 2015 . This decrease was primarily due to the payoff of one long-time nonaccrual loan during the first quarter of 2016 and the settlement of two large impaired relationships in the second quarter of 2016.

The decrease in net charge-offs for 2017 was a result of a decrease in total charge-offs of $10.9 million partially offset by a decrease in total recoveries of $1.1 million . Net charge-offs for commercial loans decrease d $10.3 million , resulting in net charge-offs of $411,000 for the year ended December 31, 2017 , compared to net charge-offs of $10.7 million for the same period in 2016 that was primarily a result of the charge-off of two large commercial borrowing relationships totaling $10.9 million. Net charge-offs for construction loans decrease d $303,000 , resulting in net charge-offs of $34,000 for the year ended December 31, 2017 . Net charge-offs of 1-4 family residential loans increase d $383,000 , resulting in net charge-offs of $285,000 for year ended December 31, 2017 . Net charge-offs for loans to individuals decrease d 28.1% , to $1.1 million for the year ended December 31, 2017 compared to the same period in 2016 . Net recoveries of commercial real estate loans decrease d $10,000 to $13,000 for the year ended December 31, 2017 compared to $23,000 for the same period in 2016 . Net recoveries for municipal loans decrease d $249,000 for the year ended December 31, 2017 , due to the full recovery of the municipal loan in 2016 that was charged off during 2015 .

The increase in net charge-offs for 2016 was a result of an increase in total charge-offs of $10.0 million partially offset by an increase in total recoveries of $326,000. Net charge-offs for commercial loans increased $10.5 million, resulting in net charge-offs of $10.7 million for the year ended December 31, 2016, compared to net charge-offs of $183,000 for the same period in 2015 and was primarily a result of the charge-off of two large commercial borrowing relationships totaling $10.9 million. Net charge-offs for loans to individuals decreased 15.5%, to $1.5 million for the year ended December 31, 2016 compared to the same period in 2015. For the year ended December 31, 2016, we experienced net recoveries in all of our real estate loan categories. Net recoveries of construction loans increased $86,000 to $269,000 and net recoveries for 1-4 family residential loans increased $41,000, resulting in net recoveries of $98,000 for the year ended December 31, 2016, compared to $57,000 for the year ended December 31, 2015. Net recoveries of commercial real estate loans decreased $62,000 to $23,000 for the year ended December 31, 2016 compared to $85,000 for the same period in 2015. Net recoveries for municipal loans were $249,000 for the year ended December 31, 2016, due to the full recovery of the municipal loan charged off during 2015.

As of December 31, 2017 , and 2016 , our reviews of the loan portfolio indicated that loan loss allowances of $20.8 million and $17.9 million , respectively, were appropriate to cover probable losses in the portfolio.

NONINTEREST INCOME

Noninterest income consists of revenues generated from a broad range of financial services and activities including deposit related fee based services. The following schedule lists the accounts from which noninterest income was derived and gives totals for these accounts (in thousands):



	Years Ended December 31,
	2017		2016		2015

Deposit services	$	21,785	$	20,702	$	20,112
Net gain on sale of securities available for sale	625		2,836		3,660
Gain on sale of loans	1,821		2,795		2,082
Trust income	3,818		3,491		3,419
Bank owned life insurance income	2,537		2,626		2,623
Brokerage services	2,422		2,127		2,206
Other noninterest income	4,465		4,834		3,793
Total noninterest income	$	37,473	$	39,411	$	37,895

Noninterest income categories include one month of income as a result of the Diboll acquisition. Total noninterest income for the year ended December 31, 2017 decrease d 4.9% , or $1.9 million , compared to 2016 and increased 4.0% , or $1.5 million , during the year ended December 31, 2016 , compared to the same period in 2015 . The decrease in noninterest income for the year ended December 31, 2017 compared to the same period in 2016 was primarily due to a decrease in net gain on sale of securities available for sale of $2.2 million and a decrease in gain on sale of loans of $974,000. This was partially offset by an increase in deposit services income. The increase in noninterest income during 2016 compared to 2015 was due to increases in deposit services, gain on sale of loans and other noninterest income, partially offset by a decrease in net gain on sale of AFS securities.

Deposit services income increase d $1.1 million , or 5.2% , for the year ended December 31, 2017 , as compared to the same period in 2016 and $590,000 , or 2.9% , for the year ended December 31, 2016 , as compared to the same period in 2015 . The increase for 2017 was due to an increase in overdraft charges and debit card income. The increase for 2016 was due to an increase in ATM and debit card income.

During the year ended December 31, 2016, the sale of securities resulted in a net gain on sale of AFS securities of $2.8 million. During the quarter ended December 31, 2016, the size of the securities portfolio increased slightly to partially offset the interest expense associated with the sub-debt issued. We sold U.S. Treasury securities, U.S. Agency CMOs and U.S. Agency MBS to reallocate our securities portfolio by reinvesting primarily in moderate and seasoned AFS U.S. Agency CMOs to lessen extension risk and to a lesser extent CRA qualified U.S. Agency CMBS classified as HTM. During the year ended December 31, 2015, we proactively managed the investment portfolio and adjusted the securities acquired in the Omni acquisition to meet our investment objectives. We primarily sold CMOs along with some U.S. Agency mortgage pass-throughs, U.S. Agency CMBS, Texas municipal securities and U.S. Treasury securities. For the year ended December 31, 2015, the sale of securities resulted in a net gain on the sale of AFS securities of $3.7 million.

Gain on sale of loans decrease d $974,000 , or 34.8% , for the year ended December 31, 2017 , compared to the same period in 2016 and increase d $713,000 , or 34.2% , for the year ended December 31, 2016 , compared to the same period in 2015 . The decrease in 2017 was due to a decrease in the volume of loans sold compared to 2016 . The increase in 2016 was primarily a result of an increase in the volume of loans sold and the related servicing release premiums and secondary market fees received compared to 2015 .

Brokerage services income increase d $295,000 , or 13.9% , for the year ended December 31, 2017 , compared to the same period in 2016 . Brokerage services income decreased $79,000, or 3.6%, for the year ended December 31, 2016, compared to the same period in 2015.

Other noninterest income decrease d $369,000 , or 7.6% , for the year ended December 31, 2017 compared to the same period in 2016 , primarily attributable to decreases in mortgage servicing fee income, other investment income and mortgage derivative income, partially offset by an increase in swap fee income. Other noninterest income increased $1.0 million, or 27.4%, for the year ended December 31, 2016 compared to the same period in 2015, primarily attributable to an increase in other investment income and mortgage servicing fee income.

NONINTEREST EXPENSE

The following table lists the accounts which comprise noninterest expense (in thousands):



	Years Ended December 31,
	2017		2016		2015

Salaries and employee benefits	$	60,475	$	63,978	$	62,945
Occupancy expense	12,068		13,722		12,883
Acquisition expense	4,352		—		5,473
Advertising, travel & entertainment	2,219		2,643		2,678
ATM and debit card expense	3,889		3,136		3,054
Professional fees	3,844		4,946		3,735
Software and data processing expense	3,027		2,911		3,440
Telephone and communications	1,905		1,931		1,978
FDIC insurance	1,769		2,141		2,510
Amortization expense on intangibles	1,955		1,940		2,296
Other noninterest expense	10,832		12,174		11,962
Total noninterest expense	$	106,335	$	109,522	$	112,954

Noninterest expense categories include one month of expense as a result of the Diboll acquisition. Noninterest expense for the year ended December 31, 2017 decrease d $3.2 million , or 2.9% , compared to the year ended December 31, 2016 and $3.4 million , or 3.0% , for the year ended December 31, 2016 , compared to the year ended December 31, 2015 .

Salaries and employee benefits expense decrease d $3.5 million , or 5.5% , during the year ended December 31, 2017 , compared to the same period in 2016 and increased $1.0 million , or 1.6% , during the year ended December 31, 2016 , compared to the same period in 2015 . The decrease in 2017 was primarily due to decreases in direct salary expense and retirement expense, partially offset by increases in health insurance claims. The increase in 2016 was primarily the result of an increase in direct salary expense.

Direct salary expense and payroll taxes decrease d $1.6 million , or 3.1% , for the year ended December 31, 2017 , compared to the same period in 2016 and increase d $1.6 million , or 3.0% , for the year ended December 31, 2016 , compared to the same period in 2015 . The decrease in 2017 was primarily due to a decline in payouts under incentive plans in 2017. The increase in 2016 was due to normal salary increases effective in the first quarter of 2016.

Retirement expense, included in salaries and employee benefits, decrease d $2.5 million , or 47.6% , for the year ended December 31, 2017 , compared to the same period in 2016 and increase d $501,000 , or 10.4% , for the year ended December 31, 2016 , compared to the same period in 2015 . The decrease for 2017 and the increase for 2016 were both primarily due to a one-time expense of $1.7 million related to the acceptance of early retirement packages by 16 employees during the first quarter of 2016. The decrease in expense in 2017 was also due to greater than expected returns on the fair value of pension plan assets. The increase in 2016 was partially offset by a decrease in the restoration plan expense due to an increase in the discount rate to 4.56% from 4.14% for the same period in 2015. The assumed discount rate was decreased to 4.23% for 2017. The assumed long-term rate of return was 7.25% for years 2015 through 2017. We will continue to evaluate the assumed long-term rate of return and the discount rate to determine if either should be changed in the future. If either of these assumptions decrease, the cost and funding required for the retirement plan could increase.

Health and life insurance expense, included in salaries and employee benefits, increase d $687,000 , or 13.5% , for the year ended December 31, 2017 , compared to the same period in 2016 due to increase d health claims expense during 2017. Health and life insurance expense decrease d $1.0 million , or 17.0% , for the year ended December 31, 2016 , compared to the same period in 2015 due to decrease d health claims expense and plan administrative cost during 2016 . We have a self-insured health plan which is supplemented with stop loss insurance policies. Health insurance costs are rising nationwide and these costs may increase during 2018 .

Occupancy expense decrease d $1.7 million , or 12.1% , for the year ended December 31, 2017 , compared to the same period in 2016 , and increased $839,000, or 6.5%, for the year ended December 31, 2016, compared to the same period in 2015. The

decrease in 2017 and the increase in 2016 were both primarily due to the early termination of a lease during the third quarter of 2016. We prepaid a lease at approximately 59% of the remaining lease payments on a Fort Worth operations facility that was vacated just prior to lease termination. The cost of prepaying this lease, combined with writing off the leasehold improvements, was $1.8 million. This expense was partially offset by lower taxes and utilities in 2016.

Acquisition expense of $4.4 million for the year ended December 31, 2017 , which consisted primarily of $2.4 million of legal and consulting fees and $1.9 million of software expenses due to canceling of contracts, was incurred in connection with the Diboll acquisition. Acquisition expense of $5.5 million for the year ended December 31, 2015, which consisted primarily of $4.1 million of severance and stay pay, and non-recurring salary payments, software integration costs, losses from branch closures, and professional fees incurred in connection with the acquisition of Omni.

Advertising, travel and entertainment decrease d $424,000 , or 16.0% , for the year ended December 31, 2017 , compared to the same period in 2016 and slightly decreased $35,000, or 1.3%, for the year ended December 31, 2016, compared to the same period in 2015. The decrease in 2017 was due to a decrease in advertising and travel expense, partially offset by an increase in media advertising.

ATM and debit card expense increase d $753,000 , or 24.0% , for the year ended December 31, 2017 , compared to the same period in 2016 and increased by $82,000, or 2.7%, for the year ended December 31, 2016, compared to the same period in 2015. The increase in 2017 was due to higher debit card transaction volume, increases in costs related to the reissue of debit cards with chip technology and to reflect our new branding and additional cost and activity related to the acquisition of Diboll.

Professional fees decrease d $1.1 million , or 22.3% , for the year ended December 31, 2017 , compared to the same period in 2016 and increase d $1.2 million , or 32.4% , for year ended December 31, 2016 , compared to the same period in 2015 . Both the decrease in 2017 and increase in 2016 were due to increased consulting fees associated with process improvement and re-branding efforts initiated in January 2016. The increase in 2016 was also due to increased legal expense.

Software and data processing expense increase d $116,000 , or 4.0% , for the year ended December 31, 2017 , as compared to the same period in 2016 and decreased $529,000, or 15.4%, for the year ended December 31, 2016, as compared to the same period in 2015. The decrease in 2016 was due primarily to additional software applications incurred in connection with the integration of Omni during the first half of 2015.

FDIC insurance decrease d $372,000 , or 17.4% , for the year ended December 31, 2017 , as compared to the same period in 2016 and $369,000 , or 14.7% , for the year ended December 31, 2016 , as compared to the same period in 2015 . The decrease in 2017 and 2016 was due to reduced FDIC assessment rates beginning in the third quarter of 2016.

Amortization expense on intangibles increase d slightly by $15,000 , or 0.8% , for the year ended December 31, 2017 , as compared to the same period in 2016 and decreased $356,000, or 15.5%, for the year ended December 31, 2016, as compared to the same period in 2015. Intangible assets with definite useful lives are amortized on an accelerated basis over their estimated life which resulted in a decrease in amortization in 2016. The slight increase in 2017 was due to amortization of intangibles acquired in the Diboll merger on November 30, 2017.

Other noninterest expenses decrease d $1.3 million , or 11.0% , for the year ended December 31, 2017 , as compared to the same period in 2016 and increased $212,000, or 1.8%, for the year ended December 31, 2016, as compared to the same period in 2015. The decrease in 2017 was primarily due to reductions in the provision expense for losses on loans sold with recourse and unfunded loan commitments, repossessed assets expense and losses on other real estate owned. The increase in 2016 was primarily due to increases in the reserve for losses on loans sold with recourse, the reserve for losses on unfunded commitments and repossessed asset expense, which were partially offset by decreases in advantage check card losses, and losses on other real estate owned.

INCOME TAXES

Pre-tax income for the year ended December 31, 2017 was $70.4 million compared to $59.7 million for the year ended December 31, 2016 , and $51.3 million for the year ended December 31, 2015 .

Income tax expense was $16.1 million for the year ended December 31, 2017 and represented an increase of $5.8 million , or 56.1% , compared to the year ended December 31, 2016 , and increase d $3.0 million , or 41.8% , to $10.3 million for the year ended December 31, 2016 , compared to $7.3 million for the year ended December 31, 2015 . The effective tax rate (“ETR”) as a percentage of pre-tax income was 22.9% in 2017 , 17.3% in 2016 and 14.2% in 2015 . The Tax Cuts and Jobs Act was enacted on December 22, 2017. The Act reduces the U.S. federal corporate tax rate from 35% to 21%. The increase in the income tax expense and ETR for the year ended December 31, 2017 was due to $2.4 million of income tax expense, or 3.4% ETR, recorded as a result of the tax rate change, as well as a decrease in tax-exempt income as a percentage of pre-tax income, compared to the same period in 2016 .

The increase in income tax expense for the year ended December 31, 2016 was the result of a decrease in tax-exempt income as a percentage of pre-tax income, as compared to the same period in 2015 . As a result of the Act, we expect income tax expense and the ETR to decline in future periods.

The ETR differs from the stated rate of 35% during the comparable period primarily due to the effect of tax rate changes, tax-exempt income from municipal loans and securities and bank owned life insurance. The net deferred tax asset totaled $12.2 million at December 31, 2017 as compared to $28.9 million in 2016 . The decrease in the net deferred tax asset is the result of recording the effect of the fair value measurement on the acquisition of Diboll as well as the remeasurement of the change in the corporate tax rate from 35% to 21%. We remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. However, we are still analyzing certain aspects of the Act and refining our calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. The provisional amount recorded related to the remeasurement of our net deferred tax asset balance was $2.4 million . See “Note 16-Income Taxes” to our consolidated financial statements included in this report. No valuation allowance for deferred tax assets was recorded at December 31, 2017 or December 31, 2016 , as management believes it is more likely than not that all of the deferred tax assets will be realized in future years.

LENDING ACTIVITIES

One of our main objectives is to seek attractive lending opportunities in Texas, primarily in the market areas in which we operate. The majority of our loan originations are made to borrowers who live in and/or conduct business in the market areas in Texas in which we operate or adjoin, with the exception of municipal loans. Municipal loans are made to municipalities, counties, school districts, and colleges primarily throughout the state of Texas.

Total loans as of December 31, 2017 increase d $737.8 million , or 28.9% , and the average loan balance outstanding for the year increased $213.5 million , or 8.7% , compared to 2016 . Approximately $621.3 million of the increase is the result of the consummation of the Diboll acquisition in the fourth quarter of 2017.

Commercial real estate loans increase d $319.2 million , or 33.7% , from December 31, 2016 to December 31, 2017 and 1-4 family residential loans increase d $168.1 million , or 26.4% , from December 31, 2016 to December 31, 2017 . Construction loans increase d $95.7 million , or 25.2% , from December 31, 2016 to December 31, 2017 . Commercial loans increase d $89.2 million , or 50.3% , from December 31, 2016 to December 31, 2017 . Municipal loans as of December 31, 2017 increase d $47.2 million , or 15.8% , from December 31, 2016 . Loans to individuals increase d $18.5 million , or 15.7% , from December 31, 2016 to December 31, 2017 .

Commercial real estate loans increased primarily due to the acquisition of Diboll and growth in our Austin and Dallas-Fort Worth markets. The increases in 1-4 family residential loans, construction loans and commercial loans were primarily due to the acquisition of Diboll. The increase in loans to individuals resulting from the Diboll acquisition was partially offset by continued roll-off of the indirect automobile loan portfolio acquired from Omni.

Our greatest concentration of loans is in our real estate portfolio. Management does not consider there to be a concentration of risk in any one industry type. See “Item 1. Business – Market Area.”

The aggregate amount of loans that we are permitted to make under applicable bank regulations to any one borrower, including non-affiliate related entities is 25% of Tier 1 capital. Our legal lending limit at December 31, 2017 , was approximately $177.8 million . Our largest loan relationship at December 31, 2017 was approximately $73.0 million .

The average yield on loans for the year ended December 31, 2017 , increase d to 4.57% from 4.51% for the year ended December 31, 2016 . This increase was due to the mix of the loan portfolio.

LOAN PORTFOLIO COMPOSITION AND ASSOCIATED RISK

The following table sets forth loan totals for the years presented (in thousands):



	December 31,
	2017		2016		2015		2014		2013
Real Estate Loans:
Construction	$	475,867	$	380,175	$	438,247	$	267,830	$	125,219
1-4 Family Residential	805,341		637,239		655,410		690,895		390,499
Commercial	1,265,159		945,978		635,210		468,171		262,536
Commercial Loans	266,422		177,265		242,527		226,460		157,655
Municipal Loans	345,798		298,583		288,115		257,492		245,550
Loans to Individuals	135,769		117,297		172,244		270,285		169,814
Total Loans	$	3,294,356	$	2,556,537	$	2,431,753	$	2,181,133	$	1,351,273

For purposes of this discussion, our loans are divided into Real Estate Loans, Commercial Loans, Municipal Loans and Loans to Individuals.

REAL ESTATE LOANS

Real estate loans represent our greatest concentration of loans. We attempt to mitigate the amount of risk associated with this group of loans through the type of loans originated and geographic distribution. At December 31, 2017 , the majority of our real estate loans were collateralized by properties located in our market areas. Of the $2.55 billion in real estate loans, $805.3 million , or 31.6% , represent loans collateralized by residential dwellings that are primarily owner occupied. Historically, the amount of losses suffered on this type of loan has been significantly less than those on other properties. Prior to funding any real estate loan, our loan policy requires an appraisal or evaluation on the property and also outlines the requirements for appraisals on renewals based on the size and complexity of the transaction.

We pursue an aggressive policy of reappraisal on any real estate loan that is in the process of foreclosure and potential exposures are recognized and reserved for or charged off as soon as they are identified. Our ability to liquidate certain types of properties that may be obtained through foreclosure could adversely affect the volume of our nonperforming real estate loans.

Real estate loans are divided into Construction Loans, 1-4 Family Residential Loans and Commercial. Commercial real estate consists of $1.17 billion of owner and non-owner occupied real estate loans, $83.8 million of loans secured by multi-family properties and $13.6 million of loans secured by farmland. Commercial Real Estate loans are discussed in more detail below.

Real Estate Construction Loans

Our construction loans are collateralized by property located primarily in or near the market areas we serve. Several of our construction loans will be owner occupied. Construction loans for non-owner occupied projects are financed, but these typically have cash flows from executed leased tenants, secondary sources of repayment and in some cases, additional collateral. Our construction loans have both adjustable and fixed interest rates during the construction period. Construction loans to individuals are typically priced and made with the intention of granting the permanent loan on the property. Speculative and commercial construction loans are subject to underwriting standards similar to that of the commercial portfolio. Owner occupied 1-4 family residential construction loans are subject to the underwriting standards of the permanent loan.

Real Estate 1-4 Family Residential Loans

Residential loan originations are generated by our loan officers, in-house origination staff, marketing efforts, present customers, walk-in customers and referrals from real estate agents and builders. We focus our lending efforts primarily on the origination of loans secured by first mortgages on owner occupied 1-4 family residences. Substantially all of our 1-4 family residential originations are secured by properties located in or near our market areas. Historically, we have originated a portion of our residential loans for sale into the secondary market. These loans are reflected on the balance sheet as loans held for sale. These secondary market investors, other than FNMA, typically pay us a service release premium in addition to a predetermined price based on the interest rate of the loan originated. We retain liabilities related to early prepayments, defaults, failure to adhere to origination and processing guidelines and other issues. We have internal controls in place to mitigate many of these liabilities and historically our realized liability has been extremely low. In addition, many of the retained liabilities expire one year from the date a loan is sold. We warehouse these loans until they are transferred to the secondary market investor, which usually occurs within 45 days.

Our 1-4 family residential loans generally have maturities ranging from five to 30 years. These loans are typically fully amortizing with monthly payments sufficient to repay the total amount of the loan. Our 1-4 family residential loans are made at both fixed and adjustable interest rates.

Underwriting for 1-4 family residential loans includes debt-to-income analysis, credit history analysis, appraised value and down payment considerations. Changes in the market value of real estate can affect the potential losses in the portfolio.

We also make home equity loans, which are included as part of the 1-4 family residential loans, and at December 31, 2017 , these loans totaled $121.4 million . Under Texas law, these loans, when combined with all other mortgage indebtedness for the property, are capped at 80% of appraised value.

Commercial Real Estate Loans

Commercial real estate loans primarily include loans collateralized by retail, commercial office buildings, multi-family, medical facilities and offices, senior living, assisted living and skilled nursing facilities, warehouse facilities, hotels and churches. Management does not consider there to be a concentration of risk in any one industry type. In determining whether to originate commercial real estate loans, we generally consider such factors as the financial condition of the borrower and the debt service coverage of the property. Commercial real estate loans are made at both fixed and adjustable interest rates for terms generally up to 20 years. Most of our fixed rate commercial real estate loans adjust at least every five years.

COMMERCIAL LOANS

Our commercial loans are diversified loan types including short-term working capital loans for inventory and accounts receivable and short- and medium-term loans for equipment or other business capital expansion. Management does not consider there to be a concentration of risk in any one industry type. In our commercial loan underwriting, we assess the creditworthiness, ability to repay and the value and liquidity of the collateral being offered. Terms of commercial loans are generally commensurate with the useful life of the collateral offered.

MUNICIPAL LOANS

We have a specific lending department that makes loans to municipalities and school districts primarily throughout the state of Texas. Municipal loans outside the state of Texas have been limited to adjoining states. The majority of the loans to municipalities and school districts have tax or revenue pledges and in some cases are additionally supported by collateral. Municipal loans made

without a direct pledge of taxes or revenues, are usually made based on some type of collateral that represents an essential service. Lending money directly to these municipalities allows us to earn a higher yield than we could if we purchased municipal securities for similar durations. Total loans to municipalities and school districts as of December 31, 2017 increase d $47.2 million compared to 2016 . At December 31, 2017 , we had total loans to municipalities and school districts of $345.8 million .

LOANS TO INDIVIDUALS

Substantially all originations of our loans to individuals are made to consumers in our market areas. At December 31, 2017 , loans collateralized by titled equipment, which are primarily automobiles, accounted for approximately $59.7 million , or 44.0% , of total loans to individuals. The indirect automobile portfolio acquired from Omni continued to pay down during 2017 to $12.3 million at December 31, 2017 , compared to $35.5 million at December 31, 2016 . We intend to let this portfolio fully liquidate.

Home equity loans, which are included in 1-4 family residential loans, have replaced some of the traditional loans to individuals. In addition, we make loans for a full range of other consumer purposes, which may be secured or unsecured depending on the credit quality and purpose of the loan.

Consumer loan terms vary according to the type and value of collateral, length of contract and creditworthiness of the borrower. The underwriting standards we employ for consumer loans include an application, a determination of the applicant’s payment history on other debts, with the greatest weight being given to payment history with us, and an assessment of the borrower’s ability to meet existing obligations and payments on the proposed loan. Although creditworthiness of the applicant is a primary consideration, the underwriting process also includes a comparison of the value of the collateral, if any, in relation to the proposed loan amount. Most of our loans to individuals are collateralized, which management believes should assist in limiting our exposure.

In August of 2017, parts of the Texas coast and Houston metropolitan area experienced widespread damage and flooding from Hurricane Harvey. Surveys of the bank’s borrowers and collateral located within the hurricane zone indicated that most customers experienced little to no business interruption or minor damage. To date, the bank has not had any material restructures, payment delays or losses due to the hurricane.

LOAN MATURITIES AND SENSITIVITY TO CHANGES IN INTEREST RATES

The following table represents loan maturities and sensitivity to changes in interest rates for our real estate construction, commercial and municipal loans (in thousands). The amounts of these loans outstanding at December 31, 2017 , which, based on remaining scheduled repayments of principal, are due in (1) one year or less, (2) more than one year but less than five years, and (3) more than five years, are shown in the following table. The amounts due after one year are classified according to the sensitivity to changes in interest rates.



	Due in One Year or Less ⁽¹⁾		After One but Within Five Years		After Five Years ⁽²⁾
Real Estate Loans – Construction	$	176,402	$	188,774	$	110,691
Commercial Loans	130,458		121,358		14,606
Municipal Loans	42,840		96,906		206,052
Total	$	349,700	$	407,038	$	331,349



Loans with Maturities After
One Year for Which:	Interest Rates are Fixed or Predetermined	$	310,511
	Interest Rates are Floating or Adjustable	$	427,876


(1)	The volume of commercial loans due within one year reflects our general policy of attempting to limit these loans to a short-term maturity.


(2)	Nonaccrual loans totaling $993,000 are reflected in the due after five years column.

LOANS TO AFFILIATED PARTIES

In the normal course of business, we make loans to certain of our own executive officers and directors and their related interests. As of December 31, 2017 , 2016 and 2015 , these loans totaled $5.5 million , $6.3 million and $8.1 million , respectively. These loans represented 0.7% , 1.2% , and 1.8% of shareholders’ equity as of December 31, 2017 , 2016 and 2015 , respectively.

LOAN LOSS EXPERIENCE AND ALLOWANCE FOR LOAN LOSSES

Our allowance for loan losses was $20.8 million at December 31, 2017 , or 0.63% of loans, an increase of $2.9 million , or 16.0% , compared to $17.9 million at December 31, 2016 . The increase in the allowance for loan losses is related primarily to growth in the commercial real estate category as well as an increase in classified loans. The loans acquired in 2017 with the Diboll acquisition were measured at fair value at the acquisition date with no carryover in allowance for loan loss.

The allowance for loan losses is based on the most current review of the loan portfolio and is a result of multiple processes. First, we utilize historical net charge-off data to establish general reserve amounts for each class of loans. The historical charge-off figure is further adjusted through qualitative factors that include general trends in past dues, nonaccruals and classified loans to more effectively and promptly react to both positive and negative movements not reflected in the historical data. Second, our lenders have the primary responsibility for identifying problem loans based on customer financial stress and underlying collateral. These recommendations are reviewed by senior loan administration, the special assets department and the loan review department. Third, the loan review department independently reviews the portfolio on an annual basis. The loan review department follows a board-approved annual loan review scope. The loan review scope encompasses a number of considerations including the size of the loan, the type of credit extended, the seasoning of the loan and the performance of the loan. The loan review scope, as it relates to size, focuses more on larger dollar loan relationships, typically aggregate debt of $500,000 or greater. The loan review officer also reviews specific reserves compared to general reserves to determine trends in comparative reserves as well as losses not reserved for prior to charge-off to determine the effectiveness of the specific reserve process.

At each review, a subjective analysis methodology is used to grade the respective loan. Categories of grading vary in severity from loans that do not appear to have a significant probability of loss at the time of review to loans that indicate a probability that the entire balance of the loan will be uncollectible. If at the time of the review we determine it is probable we will not collect the principal and interest cash flows contractually due on the loan, estimates of future expected cash flows or appraisals of the collateral securing the debt are used to determine the necessary allowances. The internal loan review department maintains a list (“Watch List”) of all loans or loan relationships that are graded as having more than the normal degree of risk associated with them. In addition, a list of specifically reserved loans or loan relationships of $150,000 or more is updated on a quarterly basis in order to properly determine necessary allowances and keep management informed on the status of attempts to correct the deficiencies noted with respect to the loan.

We calculate historical loss ratios for pools of similar loans with similar characteristics based on the proportion of actual charge-offs experienced, consistent with the characteristics of remaining loans, to the total population of loans in the pool. The historical gross loss ratios are updated based on actual charge-off experience quarterly and adjusted for qualitative factors. All loans are subject to individual analysis if determined to be impaired with the exception of consumer loans and loans secured by 1-4 family residential loans.

Industry and our own experience indicates that a portion of our loans will become delinquent and a portion of the loans will require partial or full charge-off. Regardless of the underwriting criteria utilized, losses may occur as a result of various factors beyond our control, including, among other things, changes in market conditions affecting the value of properties used as collateral for loans and problems affecting the credit worthiness of the borrower and the ability of the borrower to make payments on the loan. Our determination of the appropriateness of the allowance for loan losses is based on various considerations, including an analysis of the risk characteristics of various classifications of loans, previous loan loss experience, specific loans which would have loan loss potential, delinquency trends, estimated fair value of the underlying collateral, current economic conditions, and geographic and industry loan concentration.

As of December 31, 2017 , our review of the loan portfolio indicated that a loan loss allowance of $20.8 million was appropriate to cover probable losses in the portfolio. Changes in economic and other conditions may require future adjustments to the allowance for loan losses.

The following table presents information regarding the average amount of net loans outstanding, changes in the allowance for loan losses, selected asset quality ratios and an allocation of the allowance for loan losses (dollars in thousands).

LOAN LOSS EXPERIENCE AND ALLOWANCE FOR LOAN LOSSES



	Years Ended December 31,
	2017			2016			2015			2014			2013
Average Net Loans Outstanding	$	2,666,265		$	2,452,803		$	2,224,401		$	1,420,802		$	1,296,440
Balance of Allowance for Loan Losses at Beginning of Period	$	17,911		$	19,736		$	13,292		$	18,877		$	20,585
Loan Charge-Offs:
Real Estate:
Construction	(35		)	—			(24		)	(14		)	—
1-4 Family Residential	(304		)	(43		)	(58		)	(22		)	(319		)
Commercial	—			—			—			—			(67		)
Commercial Loans	(723		)	(11,396		)	(336		)	(66		)	(512		)
Municipal Loans	—			—			(249		)	—			—
Loans to Individuals	(2,391		)	(2,948		)	(3,688		)	(22,461		)	(12,676		)
Total Loan Charge-Offs	(3,453		)	(14,387		)	(4,355		)	(22,563		)	(13,574		)
Recovery of Loans Previously Charged-off:
Real Estate:
Construction	1			269			207			156			77
1-4 Family Residential	19			141			115			81			91
Commercial	13			23			85			8			339
Commercial Loans	312			666			153			171			233
Municipal Loans	—			249			—			—			—
Loans to Individuals	1,303			1,434			1,896			1,624			2,247
Total Recovery of Loans Previously Charged-Off	1,648			2,782			2,456			2,040			2,987
Net Loan Charge-Offs	(1,805		)	(11,605		)	(1,899		)	(20,523		)	(10,587		)
Provision for Loan Losses	4,675			9,780			8,343			14,938			8,879
Balance of Allowance for Loan Losses at End of Period	$	20,781		$	17,911		$	19,736		$	13,292		$	18,877
Net Charge-Offs to Average Net Loans Outstanding	0.07		%	0.47		%	0.09		%	1.44		%	0.82		%
Allowance for Loan Losses to Nonaccruing Loans	707.56			216.32			96.15			324.51			233.40
Allowance for Loan Losses to Nonperforming Assets	198.44			118.58			60.76			108.27			138.74
Allowance for Loan Losses to Total Loans	0.63			0.70			0.81			0.61			1.40

Allocation of Allowance for Loan Losses (dollars in thousands):



	Years Ended December 31,
	2017				2016				2015				2014				2013
	Amount		Percent of Loans To Total Loans		Amount		Percent of Loans To Total Loans		Amount		Percent of Loans To Total Loans		Amount		Percent of Loans To Total Loans		Amount		Percent of Loans To Total Loans
Real Estate:
Construction	$	3,676	14.5	%	$	4,147	14.9	%	$	4,350	18.0	%	$	2,456	12.3	%	$	2,142	9.3	%
1-4 Family Residential	2,445		24.4	%	2,665		24.9	%	2,595		27.0	%	2,822		31.6	%	3,277		28.9	%
Commercial	10,821		38.4	%	7,204		37.0	%	4,577		26.1	%	3,025		21.5	%	2,572		19.4	%
Commercial Loans	2,094		8.1	%	2,263		6.9	%	6,596		10.0	%	3,279		10.4	%	1,970		11.7	%
Municipal Loans	860		10.5	%	750		11.7	%	725		11.8	%	716		11.8	%	668		18.2	%
Loans to Individuals	885		4.1	%	882		4.6	%	893		7.1	%	994		12.4	%	8,248		12.5	%
Ending Balance	$	20,781	100.0	%	$	17,911	100.0	%	$	19,736	100.0	%	$	13,292	100.0	%	$	18,877	100.0	%

See “Note 6 – Loans and Allowance for Probable Loan Losses” in our consolidated financial statements included in this report.

NONPERFORMING ASSETS

Nonperforming assets consist of delinquent loans 90 days or more past due, nonaccrual loans, OREO, repossessed assets and restructured loans. Nonaccrual loans are loans 90 days or more delinquent and collection in full of both the principal and interest is not expected. Additionally, some loans that are not delinquent may be placed on nonaccrual status due to doubts about full collection of principal or interest. When a loan is categorized as nonaccrual, the accrual of interest is discontinued and any accrued balance is reversed for financial statement purposes. OREO represents real estate taken in full or partial satisfaction of debts previously contracted. The dollar amount of OREO is based on a current evaluation of the OREO at the time it is recorded on our books, net of estimated selling costs. Updated valuations are obtained as needed and any additional impairments are recognized. Restructured loans represent loans that have been renegotiated to provide a below market or deferral of interest or principal because of deterioration in the financial position of the borrowers. The restructuring of a loan is considered a “troubled debt restructuring” if both (i) the borrower is experiencing financial difficulties and (ii) the creditor has granted a concession. Concessions may include interest rate reductions or below market interest rates, principal forgiveness, restructuring amortization schedules and other actions intended to minimize potential losses. Categorization of a loan as nonperforming is not in itself a reliable indicator of potential loan loss. Other factors, such as the value of collateral securing the loan and the financial condition of the borrower must be considered in judgments as to potential loan loss.

Total nonperforming assets at December 31, 2017 were $10.5 million representing a decrease of $4.6 million , or 30.7% , from $15.1 million at December 31, 2016 . From December 31, 2016 to December 31, 2017 , nonaccrual loans decrease d $5.3 million , or 64.5% , to $2.9 million . Of this total, $1.1 million are residential real estate loans, $903,000 are commercial loans, $595,000 are commercial real estate loans, $255,000 are loans to individuals and $86,000 are construction loans. OREO increase d $1.3 million , or 375.8% , to $1.6 million from December 31, 2016 to December 31, 2017 , primarily due to OREO obtained in the Diboll acquisition in the fourth quarter of 2017. We are actively marketing all properties and none are being held for investment purposes. Restructured loans decrease d $664,000 , or 10.3% , to $5.8 million . Repossessed assets increase d $105,000 , or 214.3% , to $154,000 at December 31, 2017 from $49,000 at December 31, 2016 . Included in total nonperforming assets are $7.1 million of loans classified as troubled debt restructurings at December 31, 2017 and $8.3 million at December 31, 2016 .

The following table presents information on nonperforming assets (dollars in thousands):



	NONPERFORMING ASSETS Years Ended December 31,
	2017			2016			2015			2014			2013
Accruing Loans Past Due More Than 90 Days: ⁽¹⁾
Loans to Individuals	$	1		$	6		$	3		$	4		$	3
	1			6			3			4			3
Loans on Nonaccrual: ⁽¹⁾
Real Estate Loans	1,779			1,980			5,171			3,408			3,506
Commercial Loans	903			5,477			13,896			416			1,062
Loans to Individuals	255			823			1,459			272			3,520
	2,937			8,280			20,526			4,096			8,088
Restructured Loans: ⁽²⁾
Real Estate Loans	4,426			5,301			3,045			4,542			2,399
Commercial Loans	703			464			7,401			595			307
Municipal Loans	502			571			637			699			759
Loans to Individuals	136			95			60			38			423
	5,767			6,431			11,143			5,874			3,888

Total Nonperforming Loans	8,705			14,717			31,672			9,974			11,979
Other Real Estate Owned	1,613			339			744			1,738			726
Repossessed Assets	154			49			64			565			901
Total Nonperforming Assets	$	10,472		$	15,105		$	32,480		$	12,277		$	13,606
Nonperforming Assets to Total Assets	0.16		%	0.27		%	0.63		%	0.26		%	0.39		%
Nonperforming Assets to Total Loans	0.32			0.59			1.34			0.56			1.01
Nonaccrual Loans to Total Loans	0.09			0.32			0.84			0.19			0.60


(1)	Excludes PCI loans measured at fair value at acquisition.


(2)	Includes $2.9 million , $3.1 million and $7.5 million of PCI loans restructured during the years ended December 31, 2017 , 2016 and 2015 , respectively.

Nonperforming assets at December 31, 2017 , as a percentage of total assets decrease d to 0.16% from the previous year and as a percentage of loans decrease d to 0.32% , primarily due a decrease in nonaccrual loans. Nonperforming assets hinder our ability to earn interest income. Decreases in earnings can result from both the loss of interest income and the costs associated with maintaining the OREO, for taxes, insurance and other operating expenses.

Potential problem loans consist of loans that are performing in accordance with contractual terms, but for which management has concerns about the ability of a borrower to continue to comply with repayment terms because of the borrower’s potential operating or financial difficulties. Management monitors these loans closely and reviews their performance on a regular basis. At December 31, 2017 , we had $86.9 million in potential problem loans that were graded as substandard accruing, of which none are included in any one of the non-accrual, restructured or 90 days past due loan categories.

Prior to 2014, the restructured loans to individuals referred to in the preceding table were primarily SFG loans which had payment extensions or whose maturities were extended due to late payments on the contract. Those loans continued to accrue interest on the principal balance.

The following tables set forth impaired loans by class of loans for the periods presented (in thousands). Impaired loans include restructured and nonaccrual loans for which the allowance was measured in accordance with section 310-10 of ASC Topic 310, “Receivables”. There were no impaired loans recorded without an allowance for the years ended December 31, 2017 or 2016 .



	December 31, 2017
	Recorded Investment		Related Allowance for Loan Losses		Carrying Value
Real Estate Loans	$	5,237	$	40	$	5,197
Commercial Loans	1,605		252		1,353
Municipal Loans	502		10		492
Loans to Individuals	205		51		154
Total ⁽¹⁾	$	7,549	$	353	$	7,196



	December 31, 2016
	Recorded Investment		Related Allowance for Loan Losses		Carrying Value
Real Estate Loans	$	6,318	$	46	$	6,272
Commercial Loans	5,941		923		5,018
Municipal Loans	571		11		560
Loans to Individuals	241		106		135
Total ⁽¹⁾	$	13,071	$	1,086	$	11,985


(1)	Includes $2.9 million and $3.1 million of PCI loans that experienced deteriorations in credit quality subsequent to the acquisition date as of December 31, 2017 and 2016 , respectively.

For the years ended December 31, 2017 and 2016 , the average recorded investment in impaired loans was approximately $9.5 million and $22.6 million , respectively.

The amount of interest recognized on loans that were nonaccruing or restructured was $360,000 , $484,000 and $1.2 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. If these loans had been accruing interest at their original contracted rates, related income would have been $482,000 for the year ended December 31, 2017 , $898,000 for the year ended December 31, 2016 and $2.0 million for the year ended December 31, 2015 .

SECURITIES ACTIVITY

Our securities portfolio plays a primary role in management of our interest rate sensitivity and, therefore, is managed in the context of the overall balance sheet. The securities portfolio generates a substantial percentage of our interest income and serves as a necessary source of liquidity.

We account for debt and equity securities as follows:

• Available for Sale (“AFS”). Debt and equity securities that will be held for indefinite periods of time, including securities that may be sold in response to changes in market interest or prepayment rates, needs for liquidity and changes in the availability of and the yield of alternative investments are classified as AFS. These assets are carried at fair value. Fair value is determined using quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices for similar securities or estimates from independent pricing services. Unrealized gains and losses on AFS securities are excluded from earnings and reported net of tax as a separate component of shareholders’ equity until realized.

• Held to Maturity (“HTM”). Debt securities that management has the current intent and ability to hold until maturity are classified as HTM and are carried at their remaining unpaid principal balance, net of unamortized premiums or unaccreted discounts.

Premiums are amortized and discounts are accreted to maturity, or in the case of MBS, over the estimated life of the security, using the level yield interest method. Declines in the fair value of AFS and HTM securities below their cost that are deemed to be other-than-temporary are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer and (3) our intent and ability to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Gains and losses on the sale of securities are recognized on the trade date and are determined using the specific identification method.

Securities with limited marketability, such as FHLB stock and other investments, are carried at cost, which approximates the fair value of those assets and are assessed for other-than-temporary impairment.

Management attempts to deploy investable funds into instruments that are expected to provide a reasonable overall return on the portfolio given the current assessment of economic and financial conditions, while maintaining acceptable levels of capital, interest rate and liquidity risk. At December 31, 2017 , the combined investment securities, MBS, FHLB stock and other investments as a percentage of total assets was 38.6% compared to loans, which were 50.7% of total assets. For a discussion of our strategy in relation to the securities portfolio, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Balance Sheet Strategy.”

The following tables set forth the carrying amount of investment securities and MBS (in thousands):



	December 31,
Available for Sale:	2017		2016		2015
Investment Securities:
U.S. Treasury	$	—	$	70,069	$	103,587
U.S. Government Agency Debentures	108,869		—		—
State and Political Subdivisions	392,664		385,197		244,246
Other Stocks and Bonds	5,055		6,651		12,790
Other Equity Securities	5,920		5,920		6,016
Mortgage-backed Securities: ⁽¹⁾
Residential	718,029		627,508		588,502
Commercial	308,218		384,255		505,351
Total	$	1,538,755	$	1,479,600	$	1,460,492



	December 31,
Held to Maturity:	2017		2016		2015
Investment Securities:
State and Political Subdivisions	$	413,632	$	425,810	$	385,496
Mortgage-backed Securities: ⁽¹⁾
Residential	129,044		136,312		31,379
Commercial	366,830		375,365		367,421
Total	$	909,506	$	937,487	$	784,296


(1)	All mortgage-backed securities issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.

We invest in MBS, including mortgage participation certificates, which are insured or guaranteed by U.S. Government agencies and GSEs, CMOs and real estate mortgage investment conduits (“REMICs”). MBS (which also are known as mortgage participation certificates or pass-through certificates) represent a participation interest in a pool of single-family or multi-family mortgages, the principal and interest payments on which are passed from the mortgage originators, through intermediaries (generally U.S. Government agencies and GSEs) that pool and re-package the participation interests in the form of securities, to investors such as ourselves. U.S. Government agencies, primarily Government National Mortgage Association (“GNMA”) and GSEs, primarily Freddie Mac, and Fannie Mae guarantee the payment of principal and interest to investors. GSEs are not backed by the full faith and credit of the U.S. Government. Freddie Mac, Fannie Mae and FHLB are the primary GSEs from which we purchase securities. At December 31, 2017 , all of our MBS were collateralized by U.S. Government agencies or GSEs.

MBS typically are issued with stated principal amounts, and the securities are backed by pools of mortgages that have loans with varying maturities. The characteristics of the underlying pool of mortgages, such as fixed-rate or adjustable-rate, as well as prepayment risk, are passed on to the certificate holder. The term of a mortgage-backed pass-through security thus approximates the term of the underlying mortgages and can vary significantly due to prepayments.

Our MBS include CMOs, which include securities issued by entities that have qualified under the Internal Revenue Code of 1986, as amended, as REMICs. CMOs and REMICs (collectively CMOs) were developed in response to investor concerns regarding the uncertainty of cash flows associated with the prepayment option of the underlying mortgages and are typically issued by governmental agencies, GSEs and special purpose entities, such as trusts, corporations or partnerships, established by financial institutions or other similar institutions. A CMO can be collateralized by loans or securities which are insured or guaranteed by Fannie Mae, Freddie Mac or GNMA. In contrast to pass-through MBS, in which cash flow is received pro rata by all security holders, the cash flow from the mortgages underlying a CMO is segmented and paid in accordance with a predetermined priority to investors holding various CMO classes. By allocating the principal and interest cash flows from the underlying collateral among the separate CMO classes, different classes of bonds are created, each with its own stated maturity, estimated average life, coupon rate and prepayment characteristics.

Like most fixed income securities, MBS are subject to interest rate risk. However, unlike most other fixed income securities, the mortgage loans underlying a mortgage-backed security generally may be prepaid at any time without penalty. The ability to prepay a mortgage loan generally results in significantly increased price and yield volatility (with respect to MBS) than is the case with noncallable fixed income securities. Most of our MBS were purchased at a premium. As these MBS prepay at a faster rate, our yield on these securities will decrease. Conversely, as prepayments slow, the yield on these MBS will increase. The total

unamortized premium for our MBS decrease d to $31.4 million at December 31, 2017 compared to $36.3 million at December 31, 2016 .

During 2017 , we sold U.S. Agency CMOs, U.S. Agency CMBS, Texas municipal securities, U.S. Government Agency Debentures, and U.S. Treasury securities. The sale of these AFS resulted in an overall gain of $625,000 . There can be no assurance that the level of security gains reported during the year ended December 31, 2017 , will continue in future periods.

The combined investment securities, MBS, FHLB stock and other investments increase d to $2.51 billion at December 31, 2017 , compared to $2.48 billion at December 31, 2016 , an increase of $26.1 million , or 1.1% . This increase is primarily a result of an increase in our investment securities portfolio of $32.4, which was partially offset by a decrease in FHLB stock of $5.4 million , or 8.8% , and a decrease in MBS of $1.3 million , or 0.1% , respectively, during 2017 compared to 2016 .

During 2016 , we sold U.S. Agency CMOs, U.S. Agency CMBS, Texas municipal securities, U.S. Agency MBS and U.S. Treasury securities. The sale of these AFS securities resulted in an overall gain of $2.8 million .

During 2015 , as interest rates remained low, we primarily sold CMOs along with some U.S. Agency mortgage pass-throughs, U.S. Agency CMBS, Texas municipal securities and U.S. Treasury securities. The sale of these securities resulted in an overall gain on the sale of AFS securities of $3.7 million .

The combined fair value of the AFS and HTM securities portfolio at December 31, 2017 was $2.46 billion , which represented a net unrealized loss as of that date of $8.3 million . The net unrealized loss was comprised of $28.8 million in unrealized gains and $37.2 million of unrealized losses. The fair value of the AFS securities portfolio at December 31, 2017 was $1.54 billion , which represented a net unrealized loss as of that date of $3.2 million . The net unrealized loss was comprised of $9.2 million of unrealized gains and $12.4 million of unrealized losses. The majority of the $12.4 million of unrealized losses is reflected in our residential MBS and state and political subdivisions. Net unrealized gains and losses on securities transferred to HTM from AFS are included as a component of shareholder’s equity on the consolidated balance sheet. Net unrealized gains and losses on AFS securities, which is also a component of shareholders’ equity on the consolidated balance sheet, can fluctuate significantly as a result of changes in interest rates. Because management cannot predict the future direction of interest rates, the effect on shareholders’ equity in the future cannot be determined; however, this risk is monitored through the use of shock tests on the AFS securities portfolio using an array of interest rate assumptions.

We transferred securities from AFS to HTM with a fair value of $157.1 million and $57.7 million during the years ended December 31, 2016 and 2015, respectively. For the year ended December 31, 2016, the unrealized loss on the securities transferred from AFS to HTM was $10.2 million ($6.7 million net of tax) at the date of transfer based on the fair value of the securities on the transfer date. For the year ended December 31, 2015, the unrealized gain on the securities transferred from AFS to HTM was $1.3 million ($864,000, net of tax) at the date of transfer based on the fair value of the securities on the transfer date. There were no securities transferred from AFS to HTM during 2017.

There were no sales from the HTM portfolio during the years ended December 31, 2017 , 2016 or 2015 . There were $909.5 million and $937.5 million of securities classified as HTM at December 31, 2017 and 2016 , respectively. On January 2, 2018, we early-adopted ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities,” and in conjunction with the adoption took the one-time transition election to reclassify approximately $743.4 million book value of securities from HTM to AFS that qualified for hedging under the last-of-layer approach from HTM to AFS.

The maturities classified according to the sensitivity to changes in interest rates of the December 31, 2017 securities portfolio and the weighted yields are presented below (dollars in thousands). Tax-exempt obligations are shown on a taxable-equivalent basis which is a non-GAAP measure. See “Non-GAAP Financial Measures.” Mortgage-backed securities are included in maturity categories based on their stated maturity date. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations.



	MATURING
	Within 1 Year				After 1 But Within 5 Years				After 5 But Within 10 Years				After 10 Years
Available for Sale:	Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield
Investment Securities:
U.S. Government Agency Debentures	$	15,445	1.55	%	$	93,424	1.93	%	$	—	—		$	—	—
State and Political Subdivisions	15,308		4.00	%	17,194		4.46	%	33,281		4.38	%	326,881		4.92	%
Other Stocks and Bonds	2,024		2.02	%	—		—		3,031		2.56	%	—		—
Other Equity Securities	5,920		1.85	%	—		—		—		—		—		—
Mortgage-backed Securities:
Residential	243		2.13	%	1,623		5.47	%	54,602		2.75	%	661,562		2.76	%
Commercial	—		—		18,831		2.90	%	289,387		2.64	%	—		—
Total	$	38,940	2.59	%	$	131,072	2.44	%	$	380,301	2.81	%	$	988,443	3.47	%



	MATURING
					After 1 But				After 5 But
	Within 1 Year				Within 5 Years				Within 10 Years				After 10 Years
Held to Maturity:	Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield
Investment Securities:
State and Political Subdivisions	$	30,817	(4.45	)%	$	70,419	2.82	%	$	112,784	5.23	%	$	199,612	6.27	%
Mortgage-backed Securities:
Residential	34		3.99	%	3,132		4.19	%	4,702		3.85	%	121,176		3.71	%
Commercial	—		—		137,756		2.95	%	213,111		2.71	%	15,963		2.83	%
Total	$	30,851	(4.44	)%	$	211,307	2.92	%	$	330,597	3.59	%	$	336,751	5.18	%

At December 31, 2017 , there were no holdings of any one issuer, other than the U.S. Government, its agencies and its GSEs, in an amount greater than 10% of our shareholders’ equity.

DEPOSITS AND BORROWED FUNDS

Deposits provide us with our primary source of funds. The increase of $982.4 million , or 27.8% , in total deposits during 2017 more than offset our increase in the loan portfolio. Deposits increase d $899.3 million during 2017 primarily due to the acquisition of Diboll. During 2017 , our public fund deposits increase d $87.9 million to $1.08 billion at December 31, 2017 from $995.5 million at December 31, 2016 . At December 31, 2017 , brokered CDs reflected an increase of approximately $24.7 million compared to December 31, 2016 . At December 31, 2017 , brokered money market deposit accounts reflected an increase of approximately $1.5 million compared to December 31, 2016 . Deposits, net of all brokered deposits, at December 31, 2017 , increase d $956.2 million , or 27.3% , compared to December 31, 2016 . Time deposits, including brokered CDs, increase d a total of $200.8 million , or 22.0% , during 2017 compared to 2016 . Noninterest bearing demand deposits increase d $333.4 million , or 47.4% , during 2017 . Interest bearing demand deposits increase d $340.5 million , or 20.4% , and saving deposits increase d $107.7 million , or 43.1% , during 2017 . The latter three categories, which are considered the lowest cost deposits, comprised 75.4% of total deposits at December 31, 2017 compared to 74.2% at December 31, 2016 .

The following table sets forth deposits by category (in thousands):



	Years Ended December 31,
	2017		2016		2015
Noninterest Bearing Demand Deposits	$	1,037,401	$	704,013	$	672,470
Interest Bearing Demand Deposits	2,007,947		1,667,405		1,660,295
Savings Deposits	357,161		249,509		233,172
Time Deposits	1,112,938		912,149		889,470
Total Deposits	$	4,515,447	$	3,533,076	$	3,455,407

During the year ended December 31, 2017 , total time deposits of $100,000 or more increased $131.6 million , or 18.9% , to $829.3 million from $697.7 million at December 31, 2016 .

The table below sets forth the maturity distribution of time deposits of $100,000 or more (in thousands):



	December 31, 2017						December 31, 2016
	Time Certificates Of Deposit		Other Time Deposits		Total		Time Certificates Of Deposit		Other Time Deposits		Total
Three months or less	$	126,295	$	17,000	$	143,295	$	64,604	$	23,750	$	88,354
Over three to six months	116,594		13,750		130,344		97,792		20,750		118,542
Over six to twelve months	273,064		7,000		280,064		141,540		6,500		148,040
Over twelve months	275,604		—		275,604		342,754		—		342,754
Total	$	791,557	$	37,750	$	829,307	$	646,690	$	51,000	$	697,690

At December 31, 2017 , we had $60.2 million in brokered CDs that represented 1.3% of our deposits. Our brokered CDs at December 31, 2017 have maturities of less than two years and are reflected in the CDs under $100,000 category. At December 31, 2016 , we had $35.5 million in brokered CDs and at December 31, 2015 , we had $85.3 million in brokered CDs. Our current policy allows for a maximum of $180 million in brokered CDs. The potential higher interest cost and lack of customer loyalty are risks associated with the use of brokered CDs.

Borrowing arrangements, consisting primarily of FHLB borrowings, federal funds purchased and repurchase agreements, decrease d $289.9 million , or 22.0% , during 2017 compared to 2016 primarily the result of advances paying off and a decrease in advances purchased during in 2017. FHLB borrowings are collateralized by FHLB stock, nonspecified loans and securities.

Borrowing arrangements are summarized as follows (dollars in thousands):



	Years Ended December 31,
	2017			2016			2015
Federal funds purchased and repurchase agreements:
Balance at end of period	$	9,498		$	7,097		$	2,429
Average amount outstanding during the period ⁽¹⁾	8,120			6,798			2,277
Maximum amount outstanding during the period ⁽²⁾	9,498			11,516			2,429
Weighted average interest rate during the period ⁽³⁾	0.2		%	0.1		%	0.1		%
Interest rate at end of period ⁽⁴⁾	0.2		%	0.2		%	0.1		%

FHLB borrowings:
Balance at end of period	$	1,017,361		$	1,309,646		$	1,147,688
Average amount outstanding during the period ⁽¹⁾	1,222,033			1,060,631			923,017
Maximum amount outstanding during the period ⁽²⁾	1,414,453			1,309,646			1,147,688
Weighted average interest rate during the period ⁽³⁾	1.2		%	1.1		%	0.9		%
Interest rate at end of period ⁽⁴⁾	1.4		%	0.9		%	0.8		%

Subordinated notes, net of unamortized debt issuance costs:
Balance at end of period	$	98,248		$	98,100		$	—
Average amount outstanding during the period ⁽¹⁾	98,172			27,860			—
Maximum amount outstanding during the period ⁽²⁾	98,248			98,100			—
Weighted average interest rate during the period ⁽³⁾	5.7		%	5.8		%	—
Interest rate at end of period ⁽⁴⁾	5.5		%	5.5		%	—

Trust preferred subordinated debentures, net of unamortized debt issuance costs:
Balance at end of period	$	60,241		$	60,236		$	60,231
Average amount outstanding during the period ⁽¹⁾	60,238			60,233			60,229
Maximum amount outstanding during the period ⁽²⁾	60,241			60,236			60,231
Weighted average interest rate during the period ⁽³⁾	3.3		%	2.8		%	2.4		%
Interest rate at end of period ⁽⁴⁾	3.6		%	3.0		%	2.6		%


(1)	The average amount outstanding during the period was computed by dividing the total daily outstanding principal balances by the number of days in the period.


(2)	The maximum amount outstanding at any month-end during the period.


(3)	The weighted average interest rate during the period was computed by dividing the actual interest expense by the average balance outstanding during the period. The weighted average interest rate on the FHLB borrowings include the effect of interest rate swaps.


(4)	Stated rate.

FHLB borrowings decrease d $292.3 million , or 22.3% , during 2017 to $1.02 billion compared to $1.31 billion in 2016 . The decrease was the result of the payoff of existing borrowings and a decrease in borrowings purchased during 2017 .

From time to time, the Company may enter into various variable rate advance agreements with the FHLB. These advance agreements totaled $240.0 million at December 31, 2017 and $250.0 million at December 31, 2016 . Two of the variable rate advance agreements have interest rates of three-month LIBOR minus 0.25% . The remaining advance agreements have interest rates ranging from one-month LIBOR plus 0.17% to one-month LIBOR plus 0.278% . In connection with obtaining these advance agreements, the Company entered into various interest rate swap contracts that are treated as cash flow hedges under ASC Topic 815, “Derivatives and Hedging” that effectively converted the variable rate advance agreements to fixed interest rates ranging from 0.932% to 2.345% and original terms ranging from five years to ten years. The cash flows from the swaps are expected to be effective in hedging the variability in future cash flows attributable to fluctuations in the one-month and three-month LIBOR interest rates. During the first quarter of 2017 , we terminated two interest rate swap contracts designated as cash flow hedges having a total notional value of $40.0 million . At the time of termination, we determined that the underlying hedged forecasted transactions were still probable of occurring. These transactions are reevaluated on a monthly basis thereafter, to determine if the hedged forecasted transactions are still probable of occurring. If at a subsequent evaluation, it is determined that the transactions will not occur, any related gains or losses recorded in AOCI are immediately recognized in earnings. Refer to “Note 12 - Derivative Financial Instruments and Hedging Activities” in our consolidated financial statements included in this report for a detailed description of our hedging policy and methodology related to derivative instruments.

Southside Bank enters into sales of securities under repurchase agreements. These repurchase agreements totaled $9.5 million and $7.1 million at December 31, 2017 and 2016 , respectively, and had maturities of less than one year. These repurchase agreements are secured by investment securities and are stated at the amount of cash received in connection with the transaction.

Long-term debt is summarized as follows (in thousands):



	Years Ended December 31,
	2017		2016
Subordinated notes: ⁽¹⁾
5.50% Subordinated Notes, net of unamortized debt issuance costs ⁽²⁾	$	98,248	$	98,100
Total Subordinated notes	98,248		98,100
Trust preferred subordinated debentures: ⁽³⁾
Southside Statutory Trust III, net of unamortized debt issuance costs ⁽⁴⁾	20,549		20,544
Southside Statutory Trust IV	23,196		23,196
Southside Statutory Trust V	12,887		12,887
Magnolia Trust Company I	3,609		3,609
Total Trust preferred subordinated debentures	60,241		60,236
Total Long-term debt	$	158,489	$	158,336


(1)	This debt consists of subordinated notes with a remaining maturity greater than one year that qualify under the risk-based capital guidelines as Tier 2 capital, subject to certain limitations.


(2)	The unamortized discount and debt issuance costs reflected in the carrying amount of the subordinated notes totaled approximately $1.8 million at December 31, 2017 and $1.9 million at December 31, 2016 .


(3)	This debt consists of trust preferred securities that qualify under the risk-based capital guidelines as Tier 1 capital, subject to certain limitations.


(4)	The unamortized debt issuance costs reflected in the carrying amount of the Southside Statutory Trust III junior subordinated debentures totaled $70,000 at December 31, 2017 and $75,000 at December 31, 2016 .

As of December 31, 2017 , the details of the subordinated notes and the trust preferred subordinated debentures are summarized below (dollars in thousands):



	Date issued	Amount issued		Fixed or floating rate	Interest rate	Maturity date
5.50% Subordinated Notes	September 19, 2016	$	100,000	Fixed-to-Floating	5.50%	September 30, 2026
Southside Statutory Trust III	September 4, 2003	$	20,619	Floating	3 month LIBOR + 2.94%	September 4, 2033
Southside Statutory Trust IV	August 8, 2007	$	23,196	Floating	3 month LIBOR + 1.30%	October 30, 2037
Southside Statutory Trust V	August 10, 2007	$	12,887	Floating	3 month LIBOR + 2.25%	September 15, 2037
Magnolia Trust Company I ⁽¹⁾	October 10, 2007	$	3,609	Floating	3 month LIBOR + 1.80%	November 23, 2035


(1)	On October 10, 2007, as part of an acquisition we assumed $3.6 million of floating rate junior subordinated debentures issued in 2005 to Magnolia Trust Company I.

On September 19, 2016 , the Company issued $100.0 million aggregate principal amount of fixed-to-floating rate subordinated notes that mature on September 30, 2026 . This debt initially bears interest at a fixed rate of 5.50% through September 29, 2021 and thereafter, adjusts quarterly at a floating rate equal to three-month LIBOR plus 429.7 basis points. The proceeds from the sale of the subordinated notes were used for general corporate purposes, which included advances to the Bank to finance its activities.

CAPITAL RESOURCES

Our total shareholders’ equity at December 31, 2017 of $754.1 million increase d 45.5% , or $235.9 million , from December 31, 2016 and represented 11.6% of total assets at December 31, 2017 compared to 9.3% at December 31, 2016 .

The increase in shareholders’ equity at December 31, 2017 was primarily comprised of the issuance of $200.1 million in common stock (5,534,925 shares) in connection with the acquisition of Diboll, net income of $54.3 million recorded for the year ended December 31, 2017 , net issuance of common stock under employee stock plans of $2.5 million , stock compensation expense of $1.8 million , a decrease in accumulated other comprehensive loss of $7.9 million and $1.5 million of common stock issued under our dividend reinvestment plan. These increases were partially offset by cash dividends paid of $32.2 million . The decrease in accumulated other comprehensive loss is comprised primarily of a decrease of $10.3 million , net of tax, in the unrealized loss on securities, net of reclassification adjustments, and an increase of $670,000, net of tax in the unrealized gain on effective cash flow hedge interest rate swap derivatives and the reclassification adjustments included in net income, partially offset by a decrease of $3.1 million , net of tax, related to the change in the funded status of our defined benefit plan. We also reclassified $5.7 million from accumulated other comprehensive loss to retained earnings in connection with our early adoption of ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” during the fourth quarter of 2017. ASU 2018-02, issued in February 2018, allows a reclassification for the effect of remeasuring deferred tax balances related to items within accumulated other comprehensive income resulting from the Tax Cuts and Jobs Act. See “Note 4 – Accumulated Other Comprehensive Loss” to our consolidated financial statements included in this report.

As a result of regulations, which became applicable to the Company and the Bank on January 1, 2015, we are required to comply with higher minimum capital requirements (the “Updated Capital Rules”). The Updated Capital Rules made substantial changes to previous capital standards. Among other things, the regulations (i) introduced a new capital requirement known as “Common Equity Tier 1” (“CET1”), (ii) stated that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments meeting certain requirements, (iii) defined CET1 to require that most deductions and adjustments to regulatory capital measures be made to CET1 and not to the other components of capital and (iv) revised the scope of the deductions and adjustments from capital as compared to regulations that previously applied to the Company and other banking organizations.

The Updated Capital Rules also established the following minimum capital ratios, which started to phase in on January 1, 2015: 4.5 percent CET1 to risk-weighted assets; 6.0 percent Tier 1 capital to risk-weighted assets; 8.0 percent total capital to risk-weighted assets; and 4.0 percent Tier 1 leverage ratio to average consolidated assets. In addition, the Updated Capital Rules also introduced a minimum “capital conservation buffer” equal to 2.5% of an organization’s total risk-weighted assets, which exists in addition to the required minimum CET1, Tier 1, and total capital ratios. The “capital conservation buffer,” which must consist entirely of CET1, is designed to absorb losses during periods of economic stress. The Updated Capital Rules provide for a number of deductions from and adjustments to CET1, which include the requirement that mortgage servicing rights, deferred tax assets arising from temporary differences that could not be realized through net operating loss carry-backs and significant investments in non-consolidated financial entities be deducted from CET1 to the extent that any one such category exceeds 10% of CET1 or all such categories in the aggregate exceed 15% of CET1.

Under the previous capital framework, the effects of accumulated other comprehensive income items included in shareholders’ equity under U.S. GAAP were excluded for the purposes of determining capital ratios. Under the Updated Capital Rules, the company has elected to permanently exclude capital in accumulated other comprehensive income in Common Equity Tier 1 capital, Tier 1 capital, Total capital to risk-weighted assets and Tier 1 capital to adjusted quarterly average assets.

Under the Updated Capital Rules, certain hybrid securities, such as trust preferred securities, do not qualify as Tier 1 capital. For bank holding companies that had assets of less than $15 billion as of December 31, 2009, which includes Southside, trust preferred securities issued prior to May 19, 2010 can be treated as Tier 1 capital to the extent that they do not exceed 25% of Tier 1 capital after the application of capital deductions and adjustments.

Failure to meet minimum capital requirements under the Updated Capital Rules could result in certain mandatory and possibly additional discretionary actions by our regulators that, if undertaken, could have a direct material effect on our financial statements. Management believes that, as of December 31, 2017 , we met all capital adequacy requirements to which we were subject.

The Federal Deposit Insurance Act requires bank regulatory agencies to take “prompt corrective action” with respect to FDIC-insured depository institutions that do not meet minimum capital requirements. A depository institution’s treatment for purposes of the prompt corrective action provisions will depend on how its capital levels compare to various capital measures and certain other factors, as established by regulation. Prompt corrective action and other discretionary actions could have a direct material effect on our financial statements.

It is management’s intention to maintain our capital at a level acceptable to all regulatory authorities and future dividend payments will be determined accordingly. Regulatory authorities require that any dividend payments made by either us or the Bank not exceed earnings for that year. Accordingly, shareholders should not anticipate a continuation of the cash dividend payments simply because of the existence of a dividend reinvestment program. The payment of dividends will depend upon future earnings, our financial condition and other related factors including the discretion of the board of directors.

To be categorized as well capitalized we must maintain minimum Common Equity Tier 1 risk-based, Tier 1 risk-based, Total capital risk-based and Tier 1 leverage ratios as set forth in the following table:



	Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective Actions Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
As of December 31, 2017:	(dollars in thousands)
Common Equity Tier 1 (to Risk Weighted Assets)
Consolidated	$	570,610	14.65	%	$	175,216	4.50	%	N/A		N/A
Bank Only	$	711,157	18.27	%	$	175,145	4.50	%	$	252,987	6.50	%
Tier 1 Capital (to Risk Weighted Assets)
Consolidated	$	627,532	16.12	%	$	233,621	6.00	%	N/A		N/A
Bank Only	$	711,157	18.27	%	$	233,527	6.00	%	$	311,369	8.00	%
Total Capital (to Risk Weighted Assets)
Consolidated	$	748,532	19.22	%	$	311,495	8.00	%	N/A		N/A
Bank Only	$	733,909	18.86	%	$	311,369	8.00	%	$	389,211	10.00	%
Tier 1 Capital (to Average Assets) ⁽¹⁾
Consolidated	$	627,532	11.16	%	$	224,844	4.00	%	N/A		N/A
Bank Only	$	711,157	12.66	%	$	224,741	4.00	%	$	280,926	5.00	%
As of December 31, 2016:
Common Equity Tier 1 (to Risk Weighted Assets)
Consolidated	$	461,158	14.64	%	$	141,759	4.50	%	N/A		N/A
Bank Only	$	566,423	17.98	%	$	141,734	4.50	%	$	204,726	6.50	%
Tier 1 Capital (to Risk Weighted Assets)
Consolidated	$	515,831	16.37	%	$	189,013	6.00	%	N/A		N/A
Bank Only	$	566,423	17.98	%	$	188,978	6.00	%	$	251,971	8.00	%
Total Capital (to Risk Weighted Assets)
Consolidated	$	633,289	20.10	%	$	252,017	8.00	%	N/A		N/A
Bank Only	$	585,781	18.60	%	$	251,971	8.00	%	$	314,964	10.00	%
Tier 1 Capital (to Average Assets) ⁽¹⁾
Consolidated	$	515,831	9.46	%	$	218,029	4.00	%	N/A		N/A
Bank Only	$	566,423	10.40	%	$	217,892	4.00	%	$	272,365	5.00	%

(1) Refers to quarterly average assets as calculated in accordance with policies established by bank regulatory agencies.

Management believes that, as of December 31, 2017 , Southside Bancshares and Southside Bank would meet all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis as if such requirements were currently in effect.

The table below summarizes our key equity ratios:



	Years Ended December 31,
	2017		2016		2015
Return on Average Assets	0.96	%	0.94	%	0.90	%
Return on Average Shareholders’ Equity	9.65	%	10.54	%	10.04	%
Dividend Payout Ratio – Basic	60.99	%	55.49	%	62.11	%
Dividend Payout Ratio – Diluted	61.33	%	55.80	%	62.11	%
Average Shareholders’ Equity to Average Total Assets	9.95	%	8.95	%	9.00	%

ACCOUNTING PRONOUNCEMENTS

See “Note 1 – Summary of Significant Accounting and Reporting Policies” to our consolidated financial statements included in this report.

EFFECTS OF INFLATION

Our consolidated financial statements, and their related notes, have been prepared in accordance with GAAP which requires the measurement of financial position and operating results in terms of historical dollars, without considering the change in the relative purchasing power of money over time and due to inflation. The impact of inflation is reflected in the increased cost of our operations. Unlike many industrial companies, nearly all of our assets and liabilities are monetary. As a result, interest rates have a greater impact on our performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the price of goods and services. Inflation can affect the amount of money customers have for deposits, as well as ability to repay loans.

MANAGEMENT OF LIQUIDITY

Liquidity management involves our ability to convert assets to cash with a minimum risk of loss to enable us to meet our obligations to our customers at any time. This means addressing (1) the immediate cash withdrawal requirements of depositors and other fund providers; (2) the funding requirements of all lines and letters of credit; and (3) the short-term credit needs of customers. Liquidity is provided by short-term investments that can be readily liquidated with a minimum risk of loss. Cash, interest earning deposits and short-term investments with maturities or repricing characteristics of one year or less continue to be a substantial percentage of total assets. At December 31, 2017 , these investments were 6.9% of total assets, as compared with 7.2% for December 31, 2016 , and 11.0% for December 31, 2015 . The decrease to 6.9% at December 31, 2017 is primarily reflective of the increase in total assets as a result of the consummation of the Diboll merger. Liquidity is further provided through the matching, by time period, of rate sensitive interest earning assets with rate sensitive interest bearing liabilities. Southside Bank has three unsecured lines of credit for the purchase of overnight federal funds at prevailing rates with Frost Bank, TIB -The Independent Bankers Bank and Comerica Bank for $30.0 million, $15.0 million and $7.5 million, respectively. There were no federal funds purchased at December 31, 2017 . Southside Bank has a $5.0 million line of credit with Frost Bank to be used to issue letters of credit, and at December 31, 2017 , we had one outstanding letter of credit for $195,000. At December 31, 2017 , the amount of additional funding Southside Bank could obtain from FHLB, secured by a portion of loans and certain securities, was approximately $729.7 million, net of FHLB stock purchases required. Southside Bank currently has no outstanding letters of credit.

Interest rate sensitivity management seeks to avoid fluctuating net interest margins and to enhance consistent growth of new interest income through periods of changing interest rates. The ALCO closely monitors various liquidity ratios and interest rate spreads and margins. The ALCO performs interest rate simulation tests that apply various interest rate scenarios including immediate shocks and market value of portfolio equity (“MVPE”) with interest rates immediately shocked plus and minus 200 basis points to assist in determining our overall interest rate risk and the adequacy of our liquidity position. In addition, the ALCO utilizes a simulation model to determine the impact on net interest income of several different interest rate scenarios. By utilizing this technology, we can determine changes that need to be made to the asset and liability mix to minimize the change in net interest income under these various interest rate scenarios.

OFF-BALANCE-SHEET ARRANGEMENTS

Financial Instruments with Off-Balance-Sheet Risk . In the normal course of business, we are a party to certain financial instruments with off-balance-sheet risk to meet the financing needs of our customers. These off-balance-sheet instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount reflected in the financial statements. The contract or notional amounts of these instruments reflect the extent of involvement and exposure to credit loss that we have in these particular classes of financial instruments.

Commitments to extend credit are agreements to lend to a customer provided that the terms established in the contract are met. Commitments generally have fixed expiration dates and may require the payment of fees. Since some commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan commitments to customers and similarly do not necessarily represent future cash obligations.

Financial instruments with off-balance-sheet risk were as follows (in thousands):



	December 31, 2017		December 31, 2016
Unused commitments:
Commitments to extend credit	$	804,715	$	665,663
Standby letters of credit	14,890		9,075
Total	$	819,605	$	674,738

We apply the same credit policies in making commitments and standby letters of credit as we do for on-balance-sheet instruments. We evaluate each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary, upon extension of credit is based on management’s credit evaluation of the borrower. Collateral held varies but may include cash or cash equivalents, negotiable instruments, real estate, accounts receivable, inventory, oil, gas and mineral interests, property, plant, and equipment.

COMMITMENTS AND CONTRACTUAL OBLIGATIONS

The following summarizes our contractual cash obligations and commercial commitments at December 31, 2017 , and the effect such obligations are expected to have on liquidity and cash flow in future periods (in thousands). Payments reflected in the table below do not include interest.



	Payments Due By Period
	Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years		Total
Contractual obligations:
FHLB borrowings ⁽¹⁾	$	863,288	$	138,345	$	11,690	$	4,038	$	1,017,361
Subordinated notes, net of unamortized debt issuance costs, including current maturities ⁽²⁾	—		—		—		98,248		98,248
Trust preferred subordinated debentures, net of unamortized debt issuance costs, including current maturities ⁽³⁾	—		—		—		60,241		60,241
Operating leases ⁽⁴⁾	1,496		1,902		774		72		4,244
Deferred compensation agreements ⁽⁵⁾	394		880		927		2,913		5,114
Time deposits ⁽⁶⁾	758,624		293,247		55,938		5,129		1,112,938
Total contractual obligations	$	1,623,802	$	434,374	$	69,329	$	170,641	$	2,298,146


(1)	We have fixed rate FHLB advance agreements with maturity dates ranging from 2018 through 2028, with a weighted average interest rate of 1.4% at December 31, 2017 .

(2)

The total balance of subordinated notes, net of unamortized debt issuance costs, was $98.2 million at December 31, 2017 . The unamortized discount and debt issuance costs reflected in the carrying amount of the subordinated notes totaled approximately $1.8 million at December 31, 2017 . This fixed-to-floating rate debt carries a fixed rate of 5.50% through September 29, 2021 and thereafter, adjusts quarterly at a floating rate equal to three-month LIBOR plus 429.7 basis points .


(3)	The total balance of trust preferred subordinated debentures, net of unamortized debt issuance costs, was $60.2 million at December 31, 2017 . The unamortized debt issuance costs reflected in the carrying amount of the Southside Statutory Trust III junior subordinated debentures totaled $70,000 at December 31, 2017 . The scheduled maturities and interest rates were as follows:


•	Floating rate debt of $20.6 million with a scheduled maturity of 2033, was indexed to three-month LIBOR plus 294 basis points and adjusts on a quarterly basis. The rate of interest associated with this debt is 4.63465% through March 30, 2018 .


•	Floating rate debt of $23.2 million with a scheduled maturity of 2037, was indexed to three-month LIBOR plus 130 basis points and adjusts on a quarterly basis. The rate of interest associated with this debt was 2.67796% through January 29, 2018 and reset to 3.0669% through April 29, 2018 .


•	Floating rate debt of $12.9 million with a scheduled maturity of 2037, was indexed to three-month LIBOR plus 225 basis points and adjusts on a quarterly basis. The rate of interest associated with this debt is 3.83849% through March 14, 2018 .


•	Floating rate debt of $3.6 million with a scheduled maturity of 2035, was indexed to three-month LIBOR plus 180 basis points and adjusts on a quarterly basis. The rate of interest associated with this debt was 3.254% through February 22, 2018 and reset to 3.71975% through May 22, 2018 .


(4)	We have various operating leases for our office equipment that total $165,000 and expire on or before the end of 2019 . In addition, we have operating leases totaling $4.1 million on our retail branch locations, loan production offices and full service branch locations which have future commitments of up to six years and additional options, which we control, beyond the commitment period.

(5)

We have deferred compensation agreements (the “agreements”) with 17 officers with remaining payments totaling $5.1 million . Payments from the agreements are to commence at the time of retirement or death. As of December 31, 2017 , $3.5 million in payments had been made from such agreements. Of the 17 officers included in the agreements, payments have commenced to nine executives and/or their beneficiaries. The remaining eight officers are eligible to receive deferred compensation at various dates beginning in 2018. The totals reflected under five years assume the retirement of the eligible officers in 2018. Additional information regarding executive compensation is incorporated into “Item 11. Executive Compensation” of this Annual Report on Form 10-K.


(6)	We had $60.2 million of brokered CDs at December 31, 2017 with maturity dates ranging from 2017 through 2019 and coupons ranging from 0.6% to 1.3% .

We do not expect to contribute to our defined benefit plan during 2018 . We do expect to contribute to our defined benefit plan in future years, however, those amounts are indeterminable at this time.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the banking industry, a major risk exposure is changing interest rates. The primary objective of monitoring our interest rate sensitivity, or risk, is to provide management the tools necessary to manage the balance sheet to minimize adverse changes in net interest income as a result of changes in the direction and level of interest rates. Federal Reserve Board monetary control efforts, the effects of deregulation, the economic uncertainty and legislative changes have been significant factors affecting the task of managing interest rate sensitivity positions in recent years.

In an attempt to manage our exposure to changes in interest rates, management closely monitors our exposure to interest rate risk through our ALCO. Our ALCO meets regularly and reviews our interest rate risk position and makes recommendations to our board for adjusting this position. In addition, our board reviews our asset/liability position on a monthly basis. We primarily use two methods for measuring and analyzing interest rate risk: net income simulation analysis and MVPE modeling. We utilize the net income simulation model as the primary quantitative tool in measuring the amount of interest rate risk associated with changing market rates. This model quantifies the effects of various interest rate scenarios on projected net interest income and net income over the next 12 months. The model is used to measure the impact on net interest income relative to a base case scenario of rates immediately increasing 100 and 200 basis points or decreasing 100 and 200 basis points over the next 12 months. These simulations incorporate assumptions regarding balance sheet growth and mix, pricing and the repricing and maturity characteristics of the existing and projected balance sheet. The impact of interest rate-related risks such as prepayment, basis and option risk are also considered. Due to the low level of interest rates many of the current interest rates cannot decline 100 or 200 basis points. The model has floors for each of those interest rates and none are assumed to go negative. As of December 31, 2017, the model simulations projected that an immediate increase in interest rates of 100 basis points would result in a positive variance on net interest income of 0.88% and an immediate increase in interest rates of 200 basis points would result in a negative variance on net interest income of 1.13%, relative to the base case over the next 12 months, while an immediate decrease in interest rates of 100 basis points would result in a positive variance on net interest income of 1.25% and an immediate decrease in interest rates of 200 basis points would result in a negative variance on net interest income of 2.50%, relative to the base case over the next 12 months. As of December 31, 2016 , the model simulations projected that an immediate increase in interest rates of 100 basis points would result in a positive variance on net interest income of 0.88% and an immediate increase in interest rates of 200 basis points would result in a negative variance on net interest income of 0.21%, relative to the base case over the next 12 months, while an immediate decrease in interest rates of 100 and 200 basis points would result in positive variances on net interest income of 2.25% and 1.67%, respectively, relative to the base case over the next 12 months. As part of the overall assumptions, certain assets and liabilities are given reasonable floors. This type of simulation analysis requires numerous assumptions including but not limited to changes in balance sheet mix, prepayment rates on mortgage-related assets and fixed rate loans, cash flows and repricing of all financial instruments, changes in volumes and pricing, future shapes of the yield curve, relationship of market interest rates to each other (basis risk), credit spread and deposit sensitivity. Assumptions are based on management’s best estimates but may not accurately reflect actual results under certain changes in interest rates.

The ALCO monitors various liquidity ratios to ensure a satisfactory liquidity position for us. Management continually evaluates the condition of the economy, the pattern of market interest rates and other economic data to determine the types of investments that should be made and at what maturities. Using this analysis, management from time to time assumes calculated interest sensitivity gap positions to maximize net interest income based upon anticipated movements in the general level of interest rates. Regulatory authorities also monitor our gap position along with other liquidity ratios. In addition, as described above, we utilize a simulation model to determine the impact of net interest income under several different interest rate scenarios. By utilizing this technology, we can determine changes that need to be made to the asset and liability mixes to mitigate the change in net interest income under these various interest rate scenarios.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



INDEX

Report of Independent Registered Accounting Firm		73

CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets as of December 31, 2017 and 2016		74
Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015.		75
Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015.		76
Consolidated Statements of Changes in Equity for the years ended December 31, 2017, 2016 and 2015		77
Consolidated Statements of Cash Flow for the years ended December 31, 2017, 2016 and 2015.		78
Notes to Consolidated Financial Statements.		80

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Southside Bancshares, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Southside Bancshares, Inc. and subsidiaries (the Company) as of December 31, 2017 and 2016, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2017, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 28, 2018 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2012.

Dallas, TX

February 28, 2018

SOUTHSIDE BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share amounts)

	December 31, 2017			December 31, 2016
	December 31, 2017			December 31, 2016
ASSETS
Cash and due from banks	$	79,171		$	59,363
Interest earning deposits	111,541			102,251
Federal funds sold	7,980			8,040
Total cash and cash equivalents	198,692			169,654
Securities available for sale, at estimated fair value	1,538,755			1,479,600
Securities held to maturity, at carrying value (estimated fair value of $921,800 and $944,282, respectively)	909,506			937,487
FHLB stock, at cost	55,729			61,084
Other investments	5,821			5,508
Loans held for sale	2,001			7,641
Loans:
Loans	3,294,356			2,556,537
Less: Allowance for loan losses	(20,781		)	(17,911		)
Net loans	3,273,575			2,538,626
Premises and equipment, net	133,640			106,003
Goodwill	201,246			91,520
Other intangible assets, net	22,993			4,608
Interest receivable	28,491			25,183
Deferred tax asset, net	12,204			28,891
Bank owned life insurance	100,368			97,775
Other assets	15,076			10,187
Total assets	$	6,498,097		$	5,563,767

LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Noninterest bearing	$	1,037,401		$	704,013
Interest bearing	3,478,046			2,829,063
Total deposits	4,515,447			3,533,076
Federal funds purchased and repurchase agreements	9,498			7,097
FHLB borrowings	1,017,361			1,309,646
Subordinated notes, net of unamortized debt issuance costs	98,248			98,100
Trust preferred subordinated debentures, net of unamortized debt issuance costs	60,241			60,236
Other liabilities	43,162			37,338
Total liabilities	5,743,957			5,045,493

Off-balance-sheet arrangements, commitments and contingencies (Note 17)

Shareholders’ equity:
Common stock: ($1.25 par value, 40,000,000 shares authorized, 37,802,352 shares issued at December 31, 2017 and 31,455,951 shares issued at December 31, 2016)	47,253			39,320
Paid-in capital	757,439			535,240
Retained earnings	32,851			30,098
Treasury stock, at cost (2,802,019 at December 31, 2017 and 2,913,064 at December 31, 2016)	(47,105		)	(47,891		)
Accumulated other comprehensive loss	(36,298		)	(38,493		)
Total shareholders’ equity	754,140			518,274
Total liabilities and shareholders’ equity	$	6,498,097		$	5,563,767

The accompanying notes are an integral part of these consolidated financial statements.

SOUTHSIDE BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share data)

	Years Ended December 31,
	2017		2016		2015
Interest income
Loans	$	117,633	$	106,564	$	96,417
Investment securities – taxable	939		1,057		1,587
Investment securities – tax-exempt	24,529		22,654		22,468
Mortgage-backed securities	41,361		37,450		33,661
FHLB stock and other investments	1,306		798		298
Other interest earning assets	1,706		390		101
Total interest income	187,474		168,913		154,532
Interest expense
Deposits	20,736		14,255		10,162
FHLB borrowings	15,106		11,751		8,234
Subordinated notes	5,633		1,628		—
Trust preferred subordinated debentures	2,013		1,706		1,455
Other borrowings	16		8		3
Total interest expense	43,504		29,348		19,854
Net interest income	143,970		139,565		134,678
Provision for loan losses	4,675		9,780		8,343
Net interest income after provision for loan losses	139,295		129,785		126,335
Noninterest income
Deposit services	21,785		20,702		20,112
Net gain on sale of securities available for sale	625		2,836		3,660
Gain on sale of loans	1,821		2,795		2,082
Trust income	3,818		3,491		3,419
Bank owned life insurance income	2,537		2,626		2,623
Brokerage services	2,422		2,127		2,206
Other	4,465		4,834		3,793
Total noninterest income	37,473		39,411		37,895
Noninterest expense
Salaries and employee benefits	60,475		63,978		62,945
Occupancy expense	12,068		13,722		12,883
Acquisition expense	4,352		—		5,473
Advertising, travel & entertainment	2,219		2,643		2,678
ATM and debit card expense	3,889		3,136		3,054
Professional fees	3,844		4,946		3,735
Software and data processing expense	3,027		2,911		3,440
Telephone and communications	1,905		1,931		1,978
FDIC insurance	1,769		2,141		2,510
Amortization expense on intangibles	1,955		1,940		2,296
Other	10,832		12,174		11,962
Total noninterest expense	106,335		109,522		112,954
Income before income tax expense	70,433		59,674		51,276
Income tax expense	16,121		10,325		7,279
Net income	$	54,312	$	49,349	$	43,997

Earnings per common share – basic	$	1.82	$	1.82	$	1.61
Earnings per common share – diluted	$	1.81	$	1.81	$	1.61
Dividends paid per common share	$	1.11	$	1.01	$	1.00

The accompanying notes are an integral part of these consolidated financial statements.

SOUTHSIDE BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands)

	Years ended December 31,
	2017			2016			2015
Net income	$	54,312		$	49,349		$	43,997
Other comprehensive income (loss):
Securities available for sale and transferred securities:
Change in net unrealized holding gains (losses) on available for sale securities during the period	15,217			(23,459		)	(8,564		)
Change in net unrealized (gain) loss on securities transferred to held to maturity	—			(10,240		)	1,329
Reclassification adjustment for amortization of unrealized losses on securities transferred to held to maturity	1,255			429			930
Reclassification adjustment for net gain on sale of available for sale securities, included in net income	(625		)	(2,836		)	(3,660		)
Derivatives:
Change in net unrealized gain on effective cash flow hedge interest rate swap derivatives	3			5,255			—
Change in net unrealized gains on interest rate swap derivatives terminated during the period	273			—			—
Reclassification adjustment for net loss on interest rate swap derivatives, included in net income	828			1,815			—
Reclassification adjustment for amortization of unrealized gains on terminated interest rate swap derivatives	(74		)	—			—
Pension plans:
Amortization of net actuarial loss, included in net periodic benefit cost	1,613			1,828			2,448
Amortization of prior service credit, included in net periodic benefit cost	(8		)	(8		)	(16		)
Effect of settlement recognition	8			(8		)	(62		)
Prior service cost adjustment due to plan amendments	—			(121		)	—
Change in net actuarial (loss) gain	(5,218		)	(3,132		)	2,806
Other comprehensive income (loss), before tax	13,272			(30,477		)	(4,789		)
Income tax (expense) benefit related to items of other comprehensive income (loss)	(5,374		)	10,667			1,676
Other comprehensive income (loss), net of tax	7,898			(19,810		)	(3,113		)
Comprehensive income	$	62,210		$	29,539		$	40,884

The accompanying notes are an integral part of these consolidated financial statements.

SOUTHSIDE BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (in thousands, except share amounts)

											Accu-
											mulated-
	Common Stock		Paid In Capital		Retained Earnings			Treasury Stock			Other Compre- hensive Income (Loss)			Total Equity
Balance at December 31, 2014	$	33,223	$	389,886	$	55,396		$	(37,692	)	$	(15,570	)	$	425,243
Net Income	—		—		43,997			—			—			43,997
Other comprehensive loss	—		—		—			—			(3,113		)	(3,113		)
Issuance of common stock for dividend reinvestment plan (49,908 shares)	62		1,308		—			—			—			1,370
Stock compensation expense	—		1,395		—			—			—			1,395
Tax benefit related to stock awards	—		75		—			—			—			75
Net issuance of common stock under employee stock plans (28,486 shares)	35		251		(120		)	—			—			166
Cash dividends paid on common stock ($1.00 per share)	—		—		(25,071		)	—			—			(25,071		)
Stock dividend declared (1,209,277 shares)	1,512		31,163		(32,675		)	—			—			—
Balance at December 31, 2015	34,832		424,078		41,527			(37,692		)	(18,683		)	444,062
Net Income	—		—		49,349			—			—			49,349
Other comprehensive loss	—		—		—			—			(19,810		)	(19,810		)
Issuance of common stock for dividend reinvestment plan (44,575 shares)	56		1,355		—			—			—			1,411
Net issuance of common stock (2,185,000 shares)	2,731		73,261		—			—			—			75,992
Purchase of common stock (443,426 shares)	—		—		—			(10,199		)	—			(10,199		)
Stock compensation expense	—		1,541		—			—			—			1,541
Tax benefit related to stock awards	—		332		—			—			—			332
Net issuance of common stock under employee stock plans (108,225 shares)	136		1,473		(50		)	—			—			1,559
Cash dividends paid on common stock ($1.01 per share)	—		—		(25,963		)	—			—			(25,963		)
Stock dividend declared (1,252,353 shares)	1,565		33,200		(34,765		)	—			—			—
Balance at December 31, 2016	39,320		535,240		30,098			(47,891		)	(38,493		)	518,274
Net Income	—		—		54,312			—			—			54,312
Other comprehensive income	—		—		—			—			7,898			7,898
Issuance of common stock for dividend reinvestment plan (43,650 shares)	54		1,429		—			—			—			1,483
Net issuance of common stock in connection with the acquisition of Diboll State Bancshares, Inc. (5,534,925 shares)	6,919		193,168		—			—			—			200,087
Stock compensation expense	—		1,815		—			—			—			1,815
Net issuance of common stock under employee stock plans (159,356 shares)	61		1,726		(103		)	786			—			2,470
Cash dividends paid on common stock ($1.11 per share)	—		—		(32,199		)	—			—			(32,199		)
Stock dividend declared (719,515 shares)	899		24,061		(24,960		)	—			—			—
Reclassification of certain deferred tax effects	—		—		5,703			—			(5,703		)	—
Balance at December 31, 2017	$	47,253	$	757,439	$	32,851		$	(47,105	)	$	(36,298	)	$	754,140

The accompanying notes are an integral part of these consolidated financial statements.

SOUTHSIDE BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOW

(in thousands)



	Years Ended December 31,
	2017			2016			2015
OPERATING ACTIVITIES:
Net income	$	54,312		$	49,349		$	43,997
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and net amortization	10,208			9,084			8,624
Securities premium amortization (discount accretion), net	17,639			19,126			21,978
Loan (discount accretion) premium amortization, net	(1,142		)	(2,520		)	(2,746		)
Provision for loan losses	4,675			9,780			8,343
Stock compensation expense	1,815			1,541			1,395
Deferred tax expense (benefit)	3,514			1,768			(3,392		)
Net tax benefit related to stock awards	—			(332		)	(75		)
Net gain on sale of securities available for sale	(625		)	(2,836		)	(3,660		)
Net loss on premises and equipment	152			376			584
Gross proceeds from sales of loans held for sale	58,747			82,062			70,014
Gross originations of loans held for sale	(53,107		)	(85,892		)	(70,926		)
Net loss on other real estate owned	7			219			430
Net gain on sale of customer receivables	—			(194		)	—
Net change in:
Interest receivable	(63		)	(2,483		)	(264		)
Other assets	(3,909		)	1,823			325
Interest payable	570			2,334			129
Other liabilities	(1,063		)	3,520			(1,775		)
Net cash provided by operating activities	91,730			86,725			72,981

INVESTING ACTIVITIES:
Securities available for sale:
Purchases	(619,398		)	(1,001,742		)	(984,725		)
Sales	685,152			573,051			660,092
Maturities, calls and principal repayments	113,183			207,500			278,995
Securities held to maturity:
Purchases	(6,260		)	(44,656		)	(98,556		)
Maturities, calls and principal repayments	28,974			31,251			23,322
Proceeds from redemption of FHLB stock and other investments	6,945			3,644			8,603
Purchases of FHLB stock and other investments	(1,233		)	(13,667		)	(19,850		)
Net loan originations	(117,750		)	(139,607		)	(251,465		)
Proceeds from sales of customer receivables	—			3,325			—
Net cash and cash equivalents acquired in acquisition	115,598			—			—
Net cash paid in acquisition	(23,941		)	—			—
Purchases of premises and equipment	(9,633		)	(6,549		)	(3,765		)
Proceeds from sales of premises and equipment	12			128			26
Proceeds from sales of other real estate owned	659			2,024			640
Proceeds from sales of repossessed assets	429			894			2,274
Net cash provided by (used in) investing activities	172,737			(384,404		)	(384,409		)

(continued)

SOUTHSIDE BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOW (continued)

(in thousands)



	Years Ended December 31,
	2017			2016			2015
FINANCING ACTIVITIES:
Net change in deposits	$	82,960		$	78,426		$	82,251
Net increase (decrease) in federal funds purchased and repurchase agreements	2,401			4,668			(1,808		)
Proceeds from FHLB borrowings	2,786,476			8,158,985			23,022,132
Repayment of FHLB borrowings	(3,078,743		)	(7,996,913		)	(22,771,367		)
Net proceeds from issuance of subordinated long-term debt	—			98,060			—
Tax benefit related to stock awards	—			332			75
Proceeds from stock option exercises	2,692			1,663			235
Cash paid to tax authority from stock option exercises	(222		)	(104		)	(69		)
Purchase of common stock	—			(10,199		)	—
Proceeds from the issuance of common stock for dividend reinvestment plan	1,483			1,411			1,370
Proceeds from the issuance of common stock	—			75,992			—
Cash dividends paid	(32,199		)	(25,963		)	(25,071		)
Payments for other financing activities	(277		)	—			—
Net cash (used in) provided by financing activities	(235,429		)	386,358			307,748

Net increase (decrease) in cash and cash equivalents	29,038			88,679			(3,680		)
Cash and cash equivalents at beginning of period	169,654			80,975			84,655
Cash and cash equivalents at end of period	$	198,692		$	169,654		$	80,975


SUPPLEMENTAL DISCLOSURES FOR CASH FLOW INFORMATION:

Interest paid	$	42,934		$	27,014		$	19,725
Income taxes paid	$	11,300		$	5,700		$	8,500

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:

Loans transferred to other repossessed assets and real estate through foreclosure	$	574		$	5,777		$	1,706
Transfer of available for sale securities to held to maturity securities	$	—		$	157,083		$	57,724
Adjustment to pension liability	$	3,605		$	1,441		$	(5,176	)
Stock dividend (2.5%, 5% and 5%, respectively)	$	24,960		$	34,765		$	32,675
Unsettled trades to purchase securities	$	—		$	(160	)	$	(19,350	)
Unsettled trades to sell securities	$	—		$	—		$	9,343
Common stock issued in acquisition	$	200,364		$	—		$	—

The accompanying notes are an integral part of these consolidated financial statements.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	Southside Bancshares, Inc. and Subsidiaries

1. SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES

Organization . Southside Bancshares, Inc., incorporated in Texas in 1982, is a bank holding company for Southside Bank, a Texas state bank headquartered in Tyler, Texas that was formed in 1960. We operate through 60 branches, 16 of which are located in grocery stores. We consider our primary market areas to be East Texas, Southeast Texas, the greater Fort Worth, Texas area and the greater Austin, Texas area. We are a community-focused financial institution that offers a full range of financial services to individuals, businesses, municipal entities, and nonprofit organizations in the communities that we serve. These services include consumer and commercial loans, deposit accounts, trust services, safe deposit services and brokerage services.

Basis of Presentation and Consolidation . The consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of Southside Bancshares, Inc. (the “Company”), and its wholly-owned subsidiaries, Southside Bank (“Southside Bank” or “the Bank”), SFG Finance, LLC (formerly Southside Financial Group, LLC) which was a wholly-owned subsidiary of the Bank and was dissolved in April 2015, and the nonbank subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation.

“Omni” refers to OmniAmerican Bancorp, Inc., a bank holding company acquired by Southside on December 17, 2014. On November 30, 2017, we acquired Diboll State Bancshares, Inc., a Texas corporation (“Diboll”) and the holding company for First Bank & Trust East Texas, a Texas banking association based in Diboll, Texas. See “Note 2 - Acquisition” in the accompanying notes to consolidated financial statements included elsewhere in this report.

We determine if we have a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity (“VIE”) under GAAP. Voting interest entities are entities in which the total equity investment at risk is sufficient to enable the entity to finance itself independently and provides the equity holders with the obligation to absorb losses, the right to receive residual returns and the right to make decisions about the entity’s activities. We consolidate voting interest entities in which we have all, or at least a majority of, the voting interest. As defined in applicable accounting standards, VIEs are entities that lack one or more of the characteristics of a voting interest entity. A controlling financial interest in a VIE is present when an enterprise has both the power to direct the activities of the VIE that most significantly impact the VIEs economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The enterprise with a controlling financial interest, known as the primary beneficiary, consolidates the VIE.

Accounting Changes and Reclassifications . Certain prior period amounts have been reclassified to conform to current year presentation.

We adopted ASU 2016-09 “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” on January 1, 2017 which requires all income tax effects related to settlements of share-based payment awards be reported in earnings as an increase (or decrease) to income tax expense. Previously, income tax benefits at settlement of an award were reported as an increase (or decrease) to additional paid-in capital to the extent that those benefits were greater than (or less than) the income tax benefits recognized in earnings during the vesting period or exercise of the award. The requirement to report those income tax effects in earnings has been applied to settlements occurring on or after January 1, 2017, and the impact of applying that guidance reduced reported income tax expense by $482,000 , or $0.02 on our diluted earnings per common share for the year ended December 31, 2017 . ASU 2016-09 also requires that all income tax-related cash flows resulting from share-based payments be reported as operating activities in the statement of cash flows. Previously, income tax benefits at settlement of an award were reported as a reduction to operating cash flows and an increase to financing cash flows to the extent that those benefits exceeded the income tax benefits reported in earnings during the vesting period or exercise of the award. We have elected to apply that change in cash flow on a prospective basis and therefore, prior periods have not been adjusted. ASU 2016-09 also requires the classification of employee taxes paid when an employer withholds shares for tax withholding purposes be classified as a financing activity in the statement of cash flow and be applied retrospectively. The requirement to report the employee taxes paid is reflected in prior period presentation in our consolidated statement of cash flows. In connection with the adoption of ASU 2016-09, we have also elected to recognize forfeitures as they occur.

We early adopted ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” during the fourth quarter of 2017. ASU 2018-02, issued in February 2018, allows a reclassification from accumulated other comprehensive income (“AOCI”) to retained earnings for the effect of remeasuring deferred tax balances related to items within AOCI resulting from the Tax Cuts and Jobs Act. As a result, we reclassified $5.7 million from AOCI to retained earnings.

Stock Dividend . On May 4, 2017 , our board of directors declared a 2.5% stock dividend to common stock shareholders of record as of May 30, 2017 , which was paid on June 27, 2017 . On May 5, 2016 , our board of directors declared a 5% stock dividend to common stock shareholders of record as of May 31, 2016 , which was paid on June 28, 2016 . All share data for all periods presented has been adjusted to give retroactive recognition to these stock dividends unless otherwise indicated.

Use of Estimates . In preparing consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. These estimates are subjective in nature and involve matters of judgment. Actual results could differ from these estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, assumptions used in the defined benefit plan and the fair values of financial instruments. The status of contingencies are particularly subject to change and significant assumptions used in periodic evaluation of securities for other-than-temporary impairment. Certain prior-period amounts have been reclassified to conform to the current period presentation.

Segment Information . Operating segments are components of a business about which separate financial information is available and that are evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and assess performance. Our chief operating decision-maker uses consolidated results to make operating and strategic decisions. Therefore, we have determined that our business is conducted in one reportable segment.

Business Combinations. Business combinations are accounted for using the acquisition method of accounting. Under this accounting method, the acquired company’s net assets are recorded at fair value on the date of acquisition, and the results of operations of the acquired company are combined with our results from that date forward. Costs related to the acquisition are expensed as incurred. The difference between the purchase price and the fair value of the net assets acquired (including intangible assets with finite lives) is recorded as goodwill. The accounting policy for goodwill and intangible assets is summarized in this note under the heading “Goodwill and Other Intangibles.”

Acquired loans (non-impaired and impaired) are initially measured at fair value as of the acquisition date. The fair value estimates for acquired loans are based on the estimate of expected cash flows, both principal and interest and prepayments, discounted at prevailing market interest rates. Credit discounts representing the principal losses expected over the life of the loan are also a component of the initial fair value; therefore, an allowance for loan losses is not recorded at the acquisition date.

We evaluate acquired loans for impairment in accordance with the provisions of ASC 310-30, “Loans and Debt Securities Acquired with Deteriorated Credit Quality” (“ASC 310-30”). Acquired loans are considered impaired if there is evidence of credit deterioration since origination and if it is probable at time of acquisition that all contractually required payments will not be collected. Expected cash flows at the acquisition date in excess of the fair value of the loans is referred to as the accretable yield and recorded as interest income over the life of the loans. Acquired impaired loans are not classified as nonaccrual or nonperforming as they are considered to be performing under the provisions of ASC 310-30. Subsequent to the acquisition date, increases in expected cash flows will generally result in a recovery of any previously recorded allowance for loan loss, to the extent applicable, and/or a reclassification from the nonaccretable difference to accretable yield, which will be recognized prospectively. The present value of any decreases in expected cash flows after the acquisition date will generally result in an impairment charge recorded as a provision for loan losses, resulting in an increase to the allowance for loan loss.

For acquired non-impaired loans, the difference between the acquisition date fair value and the contractual amounts due at the acquisition date represents the fair value adjustment. Fair value adjustments may be discounts (or premiums) to a loan’s cost basis and are accreted (or amortized) to interest income over the loan’s remaining contractual life using the level yield method.

Cash Equivalents . Cash equivalents, for purposes of reporting cash flow, include cash, amounts due from banks and federal funds sold that have an initial maturity of less than 90 days. We maintain deposits with other institutions in amounts that exceed federal deposit insurance coverage. Management regularly evaluates the credit risk associated with the counterparties to these transactions and believes that we are not exposed to any significant credit risks on cash and cash equivalents.

Cash on hand or on deposit with the Federal Reserve Bank of $32.2 million and $20.3 million was required to meet regulatory reserves and clearing requirements at December 31, 2017 and 2016 , respectively.

Basic and Diluted Earnings per Common Share . Basic earnings per common share is based on net income divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share include the dilutive effect of stock options granted using the treasury stock method. A reconciliation of the weighted-average shares used in calculating basic earnings per common share and the weighted average common shares used in calculating diluted earnings per common share for the reported periods is provided in “Note 3 – Earnings Per Share.”

Comprehensive Income . Comprehensive income includes all changes in shareholders’ equity during a period, except those resulting from transactions with shareholders. Besides net income, other components of comprehensive income include the after tax effect of changes in the fair value of securities available for sale, changes in the net unrealized loss on securities transferred to held to maturity, changes in the accumulated gain or loss on effective cash flow hedging instruments, changes in the funded status of defined benefit retirement plans and the noncredit portion of other-than-temporary impairment. Comprehensive income is reported in the accompanying consolidated statements of comprehensive income and in “Note 4 - Accumulated Other Comprehensive Loss.”

Loans . All loans are stated at principal outstanding net of unearned discount and other deferred expenses or fees. Interest income on loans is recognized using the level yield method or simple interest method. Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are reported at their outstanding principal adjusted for any charge-offs, the allowance for loan losses, and any unamortized deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans. A loan is considered impaired, based on current information and events, if it is probable that we will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Substantially all of our impaired loans are collateral-dependent, and as such, are measured for impairment based on the fair value of the collateral.

Loans Held For Sale . Loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or fair value, as determined by aggregate outstanding commitments from investors or current investor yield requirements. Net unrealized losses are recognized through a valuation allowance by charges to income. Gains or losses on sales of mortgage loans are recognized based on the difference between the selling price and the carrying value of the related mortgage loans sold.

Loan Fees . We treat loan fees, net of direct costs, as an adjustment to the yield of the related loan over its term.

Allowance for Loan Losses . An allowance for loan losses is provided through charges to income in the form of a provision for loan losses. Loans which management believes are uncollectible are charged against this account with subsequent recoveries, if any, credited to the account. The amount of the allowance for loan losses is determined by management’s evaluation of the quality and inherent risks in the loan portfolio, economic conditions and other factors which warrant current recognition.

Nonaccrual Loans . A loan is placed on nonaccrual when principal or interest is contractually past due 90 days or more unless, in the determination of management, the principal and interest on the loan are well collateralized and in the process of collection. In addition, a loan is placed on nonaccrual when, in the opinion of management, the future collectability of interest and principal is not expected. When classified as nonaccrual, accrued interest receivable on the loan is reversed and the future accrual of interest is suspended. Payments of contractual interest are recognized as income only to the extent that full recovery of the principal balance of the loan is reasonably certain.

Other Real Estate Owned and Foreclosed Assets . Other Real Estate Owned (“OREO”) includes real estate acquired in full or partial settlement of loan obligations. OREO is initially carried at the fair value of the collateral net of estimated selling costs. Prior to foreclosure, the recorded amount of the loan is written down, if necessary, to the appraised fair value of the real estate to be acquired, less selling costs, by charging the allowance for loan losses. Any subsequent reduction in fair value net of estimated selling costs is charged to noninterest expense. Costs of maintaining and operating foreclosed properties are expensed as incurred and included in other expense in our income statement. Expenditures to complete or improve foreclosed properties are capitalized only if expected to be recovered; otherwise, they are expensed.

Other foreclosed assets are held for sale and are initially recorded at fair value less estimated selling costs at the date of foreclosure, by charging the allowance for loan losses. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less costs to sell. Foreclosed assets are included in other assets in the accompanying consolidated balance sheets. Expenses from operations and changes in the valuation allowance are included in noninterest expense.

Securities . Available for Sale (“AFS”). Debt and equity securities that will be held for indefinite periods of time, including securities that may be sold in response to changes in market interest or prepayment rates, needs for liquidity and changes in the availability of and the yield of alternative investments are classified as AFS. These assets are carried at fair value with changes recorded in other comprehensive income. Fair value is determined using quoted market prices as of the close of business on the balance sheet date. If quoted market prices are not available, fair values are based on quoted market prices for similar securities or estimates from independent pricing services.

Held to Maturity (“HTM”). Debt securities that management has the positive intent and ability to hold until maturity are classified as HTM and are carried at their remaining unpaid principal balance, net of unamortized premiums or unaccreted discounts.

Premiums are amortized and discounts are accreted to maturity, or in the case of mortgage-backed securities (“MBS”), over the estimated life of the security, using the level yield interest method.

Unrealized gains and losses on AFS securities are excluded from earnings and reported net of tax in AOCI until realized. Declines in the fair value of AFS or HTM securities below their cost that are deemed to be other-than-temporary are reflected in earnings as a realized loss if there is no ability or intent to hold to recovery. If the Company does not intend to sell and will not be required to sell prior to recovery of its amortized cost basis, only the credit component of the impairment is reflected in earnings as a realized loss with the noncredit portion recognized in other comprehensive income. In estimating other-than-temporary impairment losses, we consider (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) our intent and ability to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Gains and losses on the sale of securities are recorded in the month of the trade date and are determined using the specific identification method.

Securities with Limited Marketability. Securities with limited marketability, such as stock in the FHLB, are carried at cost and assessed for other-than-temporary impairment.

Premises and Equipment . Land is carried at cost. Bank premises and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on a straight line basis over the estimated useful lives of the related assets. Useful lives are estimated to be 15 to 40 years for premises and 3 to 10 years for equipment. Leasehold improvements are generally depreciated over the lesser of the term of the respective leases or the estimated useful lives of the improvements. Maintenance and repairs are charged to expense as incurred while major improvements and replacements are capitalized.

Bank-Owned Life Insurance . The Company has purchased life insurance policies on certain key executives. Bank-owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement. Changes in the net cash surrender value of the policies, as well as insurance proceeds received are reflected in noninterest income on the consolidated statements of income and are not subject to income taxes.

Goodwill and Other Intangibles . Other intangible assets consist primarily of core deposits and trust relationship intangibles. Intangible assets with definite useful lives are amortized on an accelerated basis over their estimated life. Goodwill and intangible assets that have indefinite useful lives are subject to at least an annual impairment test and more frequently if a triggering event occurs. If any such impairment is determined, a write-down is recorded.

During the year ended December 31, 2015, we changed our annual goodwill impairment testing date from December 31 ^st to October 1 ^st of each year, commencing on October 1, 2015. The change in the testing date did not impact the financial statements. During the year ended December 31, 2017 and 2016 , the fair value of the reporting unit was greater than the carrying value of the reporting unit. As a result, we did no t record any goodwill impairment for the year ended December 31, 2017 and 2016 , and we had no cumulative goodwill impairment.

For both of the years ended December 31, 2017 and 2016 , amortization expense related to our core deposit intangible and trust relationship intangible was $1.8 million . For the year ended December 31, 2015 , amortization expense related to our core deposit intangible was $2.2 million .

Repurchase Agreements . We sell certain securities under agreements to repurchase. The agreements are treated as collateralized financing transactions and the obligations to repurchase securities sold are reflected as a liability in the accompanying consolidated balance sheets. The dollar amount of the securities underlying the agreements remains in the asset account. We determine the type of securities to pledge. Generally we pledge U.S. agency MBS.

Derivative Financial Instruments and Hedging Activities . Derivative financial instruments are carried on the consolidated balance sheets as other assets or other liabilities, as applicable, at estimated fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative financial instrument is determined by whether it has been designated and qualifies as part of a hedging relationship and, further, by the type of hedging relationship. We present derivative financial instruments at fair value in the consolidated balance sheets on a net basis when a right of offset exists, based on transactions with a single counterparty and any cash collateral paid to and/or received from that counterparty for derivative contracts that are subject to legally enforceable master netting arrangements.

For derivative instruments that are designated and qualify as cash flow hedges (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item (i.e., the ineffective portion), if any, is recognized in current earnings during the period of change. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in current earnings during the period of change.

For derivatives designated as hedging instruments at inception, statistical regression analysis is used at inception and for each reporting period thereafter to assess whether the derivative used has been and is expected to be highly effective in offsetting changes in the fair value or cash flows of the hedged item. All components of each derivative instrument’s gain or loss are included in the assessment of hedge effectiveness. Net hedge ineffectiveness is recorded in “other noninterest income” on the consolidated statements of income.

Terminated Derivative Financial Instruments . In accordance with ASC Topic 815, if a hedging item is terminated prior to maturity for a cash settlement, the existing gain or loss within AOCI will continue to be reclassified into earnings during the period or periods in which the hedged forecasted transaction affects earnings unless it is probable that the forecasted transaction will not occur by the end of the originally specified time period. If the forecasted transaction is deemed probable to not occur, the derivative gain or loss reported in AOCI shall be reclassified into earnings immediately. During the first quarter of 2017, we terminated two interest rate swap contracts designated as cash flow hedges of forecasted transactions. At the time of termination, we determined that the underlying hedged forecasted transactions were still probable of occurring. These transactions are reevaluated on a monthly

basis thereafter, to determine if the hedged forecasted transactions are still probable of occurring. If at a subsequent evaluation, it is determined that the transactions will not occur, any related gains or losses recorded in AOCI are immediately recognized in earnings.

The existing gain in AOCI related to the terminated interest rate swap contracts will be reclassified into earnings through straight-line accretion in the same periods the hedged forecasted transaction affects earnings.

Further information on our derivative instruments and hedging activities is included in “Note 12 - Derivative Financial Instruments and Hedging Activities.”

Revenue Recognition. The Company’s revenues include interest income, gains on sales of assets, and fee income. The following summarizes our revenue recognition policies as they relate to certain noninterest income line items in the consolidated statements of income.

Service charges on deposit accounts include fees for banking services provided, overdrafts and non-sufficient funds. Revenue is generally recognized in accordance with published deposit account agreements for retail accounts or contractual agreements for commercial accounts.

Trust income includes fees and commissions from investment management, administrative and advisory services primarily for individuals, and to a lesser extent, partnerships and corporations. Revenue is recognized on an accrual basis at the time the services are performed and are based on either the market value of the assets managed or the services provided.

Advertising Costs . Advertising costs are expensed as incurred. Advertising expense was $609,000 , $869,000 and $1.0 million for the years ended December 31, 2017 , 2016 and 2015 , respectively.

Income Taxes . We file a consolidated federal income tax return. Income tax expense represents the taxes expected to be paid or returned for current year taxes adjusted for the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in income in the period the change occurs. Uncertain tax positions arise when it is more likely than not that the tax position taken will be sustained upon examination by the appropriate tax authority. Any income tax benefit as well as penalties and interest related to income tax expense are recorded as a component of income tax expense. Unrecognized tax benefits were not material as of December 31, 2017 or 2016 .

Fair Value of Financial Instruments . Fair values of financial instruments are estimated using relevant market information and other assumptions. Fair value estimates involve uncertainties and matters of significant judgment. In cases where quoted market prices are not available, fair values are based on estimates using present value or other estimation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows.

Defined Benefit Pension Plan . Defined benefit pension plan costs are charged to retirement expense and included in “salaries and employee benefits” on the consolidated statements of income. Defined benefit pension obligations and the annual pension costs are determined by independent actuaries and through the use of a number of assumptions that are reviewed by management. These assumptions include a compensation rate increase, a discount rate used to determine the current benefit obligation and a long-term expected rate of return on plan assets. Net periodic defined benefit pension expense includes service cost, interest cost based on the assumed discount rate, an expected return on plan assets, amortization of prior service cost and amortization of net actuarial gains or losses. Prior service costs include the impact of plan amendments on the liabilities and are amortized over the future service periods of active employees expected to receive benefits under the plan. Actuarial gains and losses result from experience different from that assumed and from changes in assumptions. Amortization of actuarial gains and losses is included as a component of net periodic defined benefit pension cost.

The plan obligations and related assets of our defined benefit pension plan are presented in “Note 11 – Employee Benefits.”

Share-Based Awards . Share-based compensation transactions are recognized as compensation cost in the income statement based on their fair values on the date of the grant and recorded over the vesting period.

Loss Contingencies . Loss contingencies, including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated.

Trust Assets . Assets of our trust department, other than cash on deposit at Southside Bank, are not included in the accompanying financial statements because they are not our assets.

Accounting Pronouncements :

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” as modified by subsequently issued ASUs 2015-14, 2016-08, 2016-10, 2016-12 and 2016-20. This update states that an entity should recognize revenue to

depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update affects entities that enter into contracts with customers to transfer goods or services or enter into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through cumulative adjustment. We adopted the new standard effective January 1, 2018, the effective date of the guidance, using the modified retrospective approach. Our revenue consists of net interest income on financial assets and financial liabilities, which is explicitly excluded from the scope of ASU 2014-09, and noninterest income. We have evaluated the impact this guidance will have in relation to our noninterest income derived from contracts with our customers as it relates to deposit services, trust income, brokerage services, and merchant services (included in other noninterest income) which we have determined to be in the scope of ASU 2014-09. As the majority of the Company’s revenues are not subject to the new guidance, the adoption of ASU 2014-09 did not have a material impact on the Company’s consolidated financial position, results of operations, equity or cash flows.

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01, among other things, (i) requires equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iii) eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (iv) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (v) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, (vi) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements and (vii) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. ASU 2016-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The guidance requires companies to apply the requirements in the year of adoption, through cumulative adjustment while the guidance related to equity securities without readily determinable fair values, should be applied prospectively. We adopted the new standard effective January 1, 2018, the effective date of the guidance. The adoption of this guidance did not have a significant impact on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” ASU 2016-02 requires a lessee to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP which requires only capital leases to be recognized on the balance sheet, the new ASU 2016-02 will require both finance (formerly known as “capital”) and operating leases to be recognized on the balance sheet. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The guidance requires companies to apply the requirements in the year of adoption using a modified retrospective approach. We are currently evaluating the impact this guidance will have on our consolidated financial statements, and we anticipate our assessment to be completed during fiscal year 2018. We are currently evaluating all of our lease agreements, implementation options and potential systems to facilitate the implementation.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments. ASU 2016-13 also modifies the impairment model for available for sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. ASU 2016-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The guidance requires companies to apply the requirements in the year of adoption through cumulative adjustment with some aspects of the update requiring a prospective transition approach. We are currently evaluating the potential impact of the pending adoption of ASU 2016-13 on our consolidated financial statements. We have developed a project plan and have assigned a project team to complete the analysis needed to implement. The team is currently reviewing both the internal and external system requirements. The Company’s ability to early adopt is contingent upon system requirements and the completion of the analysis.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force).” ASU 2016-15 is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 addresses eight classification issues related to the statement of cash flows: (i) debt prepayment or debt extinguishment, (ii) settlement of zero-coupon bonds, (iii) contingent consideration payments made after a business combination, (iv) proceeds from the settlement of insurance claims, (v) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (vi) distributions

received from equity method investees, (vii) beneficial interest in securitizations transactions, and (viii) separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The guidance requires companies to apply the requirements retrospectively to all prior periods presented. If it is impracticable for a company to apply ASU 2016-15 retrospectively, requirements may be applied prospectively as of the earliest date practicable. We adopted the new standard effective January 1, 2018, the effective date of the guidance. The adoption of this guidance did not have a significant impact on our consolidated financial statements.

In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.” Under current GAAP, the tax effects of intra-entity asset transfers (intercompany sales) are deferred until the transferred asset is sold to a third party or otherwise recovered through use. This is an exception to the principle in ASC Topic 740, Income Taxes, that generally requires comprehensive recognition of current and deferred income taxes. ASU 2016-16 eliminates the exception for all intra-entity sales of assets other than inventory. As a result, a company would recognize the tax expense from the sale of the asset in the seller’s tax jurisdiction when the transfer occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. Any deferred tax asset that arises in the buyer’s jurisdiction would also be recognized at the time of the transfer. ASU 2016-16 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The guidance requires companies to apply the requirements on a modified retrospective basis through a cumulative adjustment directly to retained earnings as of the beginning of the period of adoption. We adopted the new standard effective January 1, 2018, the effective date of the guidance. The adoption of this guidance did not have a significant impact on our consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” ASU 2016-18 is intended to reduce diversity in practice in how restricted cash and restricted cash equivalents are presented in the statement of cash flows. Amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The guidance requires companies to apply the requirements retrospectively to all prior periods presented. We adopted the new standard effective January 1, 2018, the effective date of the guidance. The adoption of this guidance did not have a significant impact on our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” ASU 2017-01 is intended to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The guidance requires companies to apply the requirements prospectively. We adopted the new standard effective January 1, 2018, the effective date of the guidance. The adoption of this guidance did not have a significant impact on our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” ASU 2017-04 is intended to simplify goodwill impairment testing by eliminating the second step of the analysis which requires the calculation of the implied fair value of goodwill to measure a goodwill impairment charge. The update requires entities to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for any amount by which the carrying amount exceeds the reporting unit’s fair value, to the extent that the loss recognized does not exceed the amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for annual and interim goodwill impairment tests performed in periods beginning after December 15, 2019. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. The guidance requires companies to apply the requirements prospectively in the year of adoption. ASU 2017-04 is not expected to have a significant impact on our consolidated financial statements.

In March 2017, the FASB issued ASU 2017-07, “Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” ASU 2017-07 requires employers to present the service cost component of net periodic postretirement benefit cost in the same income statement line item as other employee compensation costs arising from services rendered during the period. Only the service cost component will be eligible for capitalization in assets. Employers are required to present the other components of the net periodic benefit cost separately from the line item that includes the service cost and outside of any subtotal of operating income, if one is presented. ASU 2017-07 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The guidance requires companies to apply the requirements retrospectively to all prior periods presented. We adopted the new standard effective January 1, 2018, the effective date of the guidance. The adoption of this guidance did not have a significant impact on our consolidated financial statements.

In March 2017, the FASB issued ASU 2017-08, “Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities.” Under current GAAP, premiums on callable debt securities are generally amortized over the contractual life of the security. ASU 2017-08 requires the premium on callable debt securities to be amortized to the earliest call date. If the debt security is not called at the earliest call date, the holder of the debt security would be required to reset the effective yield on the debt security based on the payment terms required by the debt security. ASU 2017-08 is effective

for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The guidance requires companies to apply the requirements on a modified retrospective basis through a cumulative adjustment directly to retained earnings as of the beginning of the period of adoption. We are currently evaluating the potential impact of the pending adoption of ASU 2017-08 on our consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, “Compensation - Stock Compensation (Subtopic 718): Scope of Modification Accounting.” ASU 2017-09 clarifies when changes to terms or conditions of a share-based payment award must be accounted for as a modification. Under the new guidance, an entity will not apply modification accounting to a share-based payment award if all of the following are the same immediately before and after the change: (i) the fair value of the award, (ii) the vesting conditions of the award, and (iii) the classification of the award as either an equity or liability instrument. ASU 2017-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The guidance requires companies to apply the requirements prospectively to awards modified on or after the adoption date. We adopted the new standard effective January 1, 2018, the effective date of the guidance. The adoption of this guidance did not have a significant impact on our consolidated financial statements.

In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” ASU 2017-12 (i) expands hedge accounting for nonfinancial and financial risk components and amends measurement methodologies to more closely align hedge accounting with a company’s risk management activities, (ii) decreases the complexity of preparing and understanding hedge results by eliminating the separate measurement and reporting of hedge ineffectiveness, (iii) enhances transparency, comparability, and understanding of hedge results through enhanced disclosures and changing the presentation of hedge results to align the effects of the hedging instrument and the hedged item, and (iv) reduces the cost and complexity of applying hedge accounting by simplifying the manner in which assessments of hedge effectiveness may be performed. The guidance also permits a transition election to reclassify HTM securities to AFS securities if a portion of those securities would qualify to be hedged under the new “last-of-layer” approach. ASU 2017-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The guidance requires companies to apply the requirements to existing hedging relationships on the date of adoption, and the effect of the adoption should be reflected as of the beginning of the fiscal year of adoption. We early-adopted ASU 2017-02 on January 2, 2018, and in conjunction with the adoption, made the transition election to reclassify approximately $743.4 million in book value of securities from HTM to AFS. Transferring these callable assets from HTM to AFS will allow us more flexibility in the future.

2. ACQUISITION

On November 30, 2017 , we acquired 100% of the outstanding stock of Diboll State Bancshares, Inc. and its wholly-owned subsidiary First Bank & Trust East Texas (collectively, “Diboll”) headquartered in Diboll, Texas. Diboll operated 17 banking offices in Diboll, Texas and surrounding areas. We acquired Diboll to further expand our presence in the East Texas market. The operations of Diboll were merged into the Company as of the date of the acquisition. The results of Diboll's operations for November 30 - December 31, 2017 are included in the consolidated financial statements and are not separately quantifiable subsequent to the business combination.

Pursuant to the merger agreement, on November 30, 2017 , we issued 5.5 million shares of our common stock and paid $23.9 million in cash for all outstanding shares of Diboll State Bancshares Inc. common stock. In accordance with the merger agreement, each outstanding share of common stock of Diboll State Bancshares, Inc. was converted into (a) 6.5021 shares of common stock of the Company and (b) $28.12 in cash (the “Per Share Merger Consideration”). Pursuant to the Diboll State Bancshares, Inc. Incentive Stock Option 2014 Plan and predecessor plans, and the individual award agreements granted thereunder, all outstanding equity awards terminated as of the effective time of the merger, and became null and void. Holders of stock options granted under such plans were provided an opportunity to exercise such stock options or take advantage of the cashless exercise feature of such equity awards prior to the effective time of the merger. The cash consideration is net of the aggregate after-tax amount paid by Diboll to holders of options to purchase Diboll common stock who utilized the cashless exercise feature immediately prior to the merger as outlined in the merger agreement. Based on our closing stock price on November 30, 2017 of $36.20 , the total merger consideration for the Diboll merger was $224.3 million .

The fair value of assets acquired, excluding goodwill, totaled $1.03 billion , including total loans of $621.3 million and total investment securities of $234.4 million . Total fair value of the liabilities assumed totaled $910.8 million , including deposits of $899.3 million . Goodwill represents consideration transferred in excess of the fair value of the net assets acquired. As of December 31, 2017 , the Company recognized $109.7 million in initial goodwill associated with the Diboll merger. The goodwill resulting from the acquisition represents the value expected from the expansion of our markets into the Southeast Texas region and the enhancement of our operations through customer synergies and efficiencies, thereby providing enhanced customer service. Goodwill is not expected to be deductible for tax purposes.

The Diboll merger was accounted for using the acquisition method of accounting and accordingly, purchased assets, including identifiable intangible assets, and assumed liabilities were recorded at their respective acquisition date fair values. The purchase price allocation is preliminary and is subject to final determination and valuation of the fair value of assets acquired and liabilities assumed. The components of the consideration paid are shown in the following table (in thousands).



Fair value of consideration transferred:
	Common stock issued	$	200,364
	Cash	23,941
Total consideration transferred		$	224,305

The estimated fair values of the assets acquired and liabilities assumed as of the closing date of the transaction adjusted for the subsequent measurement period adjustments are shown in the following table (in thousands).



Cash, cash equivalents, and amounts due from banks	$	115,598
Other investments	610
Securities available for sale	234,447
Loans	621,318
Property and equipment	26,256
Other assets	7,052
Core deposit intangible	14,700
Trust relationship intangible	5,400
Goodwill	109,726
Deposits	(899,307		)
Deferred tax liability, net	(7,802		)
Other liabilities	(3,693		)
	$	224,305

The determination of estimated fair values of the acquired loans required the Company to make certain estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature. Based on such factors as past due status, nonaccrual status, bankruptcy status, and credit risk ratings, the acquired loans were divided into loans with evidence of credit quality deterioration, which are accounted for under ASC 310-30 (purchased credit impaired "PCI"), and loans that do not meet this criteria, which are accounted for under ASC 310-20 (purchased non-impaired). Expected cash flows, both principal and interest, were estimated based on key assumptions covering such factors as prepayments, default rates and severity of loss given default. These assumptions were developed using both Diboll’s historical experience and the portfolio characteristics as of the acquisition date as well as available market research. The fair value estimates for acquired loans were based on the amount and timing of expected principal, interest and other cash flows, including expected prepayments, discounted at prevailing market interest rates applicable to the types of acquired loans, which we considered to be level 3 fair value measurements. Deposit liabilities assumed in the acquisition of Diboll were segregated into two categories: time-deposits (i.e., deposit accounts with a stated maturity) and demand deposits, both using level 2 fair value measurements. In determining fair value of time deposits, the Company discounted the contractual cash flows of the deposit accounts using prevailing market interest rates for time deposit accounts of similar type and duration. For demand deposits, the acquisition date outstanding balance of the assumed demand deposit accounts approximates fair value. Acquisition date fair values for securities available for sale were determined using Level 1 or Level 2 inputs consistent with the methods discussed further in “Note 13 - Fair Value Measurement”. The remaining acquisition date fair values represent either Level 2 fair value measurements (other investments) or Level 3 fair value measurements (property and equipment, core deposit intangible and trust intangible).

We recognized a core deposit intangible of $14.7 million and a trust relationship intangible of $5.4 million which will be amortized using an accelerated method over a 9 - and 13 -year weighted average amortization period, respectively, consistent with expected future cash flows.

For the year ended December 31, 2017, the Company incurred a total of pre-tax merger related expenses associated with the Diboll merger of approximately $4.4 million which consisted primarily of $2.4 million of legal and consulting fees and $1.9 million of software expenses due to canceling of contracts. These expenses were recognized in the consolidated statements of income in acquisition expense.

We incurred costs of $277,000 directly related to the issuance of the shares related to the merger which were offset against additional paid-in-capital in the consolidated statements of changes in equity. We also recorded non-solicitation agreements for $240,000 that will be amortized using the straight-line method over three years in connection with the merger.

Loans acquired with Diboll were measured at fair value at the acquisition date with no carryover of any allowance for loan losses. Loans were segregated into those loans considered to be performing and those considered purchased credit impaired (“PCI”). PCI loans are loans acquired with evidence of deteriorated credit quality for which it was probable, at acquisition, that all contractually required cash flows would not be collected.

The table below details the PCI loan portfolio at the Diboll acquisition date (in thousands):



	Purchased Credit Impaired Loans at Acquisition Date
Contractually required principal and interest payments	$	59,286
Nonaccretable difference	4,560
Cash flows expected to be collected	54,726
Accretable difference	15,389
Fair value of loans acquired with a deterioration of credit quality	$	39,337

Acquired loans that were considered performing at the Diboll acquisition date and therefore not subject to ASC 310-30 are shown below (in thousands):



	Fair Value at Acquisition Date		Contractual Amounts Receivable		Cash Flows Not Expected to be Collected at Acquisition Date ⁽¹⁾
Real Estate Loans:
Construction	$	40,122	$	56,905	$	330
1-4 Family Residential	82,654		130,167		26,894
Commercial	319,623		484,529		97,431
Commercial Loans	82,083		87,688		1,226
Municipal Loans	7,848		9,998		28
Loans to Individuals	49,651		54,687		1,490
Total Loans	$	581,981	$	823,974	$	127,399


(1)	Cash flows not expected to be collected relate to estimated credit losses and expected prepayments.

Unaudited pro forma net income for the years ended December 31, 2017 and 2016 would have been $64.1 million and $58.0 million , respectively, and revenues would have been $270.9 million and $257.8 million for the same years, respectively, had the acquisition occurred as of January 1, 2016.

3. EARNINGS PER SHARE

Earnings per share on a basic and diluted basis has been adjusted to give retroactive recognition to stock dividends and is calculated as follows (in thousands, except per share amounts):



	Years Ended December 31,
	2017		2016		2015
Basic and Diluted Earnings:
Net Income	$	54,312	$	49,349	$	43,997
Basic weighted-average shares outstanding	29,841		27,118		27,291
Add: Stock awards	206		129		91
Diluted weighted-average shares outstanding	30,047		27,247		27,382
Basic Earnings Per Share:
Net Income	$	1.82	$	1.82	$	1.61
Diluted Earnings Per Share:
Net Income	$	1.81	$	1.81	$	1.61

For the year ended December 31, 2017 , there were approximately 44,000 antidilutive options. For the years ended December 31, 2016 and 2015 there were approximately 18,000 and 36,000 antidilutive options, respectfully.

4. ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in accumulated other comprehensive loss by component are as follows (in thousands):



	Year Ended December 31, 2017
							Pension Plans
	Unrealized Gains (Losses) on Securities			Unrealized Gains (Losses) on Derivatives			Net Prior Service (Cost) Credit			Net Gain (Loss)			Total
Beginning balance, net of tax	$	(23,708	)	$	4,595		$	(133	)	$	(19,247	)	$	(38,493	)
Other comprehensive (loss) income:
Other comprehensive income (loss) before reclassifications	15,217			276			8			(5,218		)	10,283
Reclassified from accumulated other comprehensive income	630			754			(8		)	1,613			2,989
Income tax (expense) benefit	(5,546		)	(360		)	—			532			(5,374		)
Net current-period other comprehensive income (loss), net of tax	10,301			670			—			(3,073		)	7,898
Reclassification of certain deferred tax effects ⁽¹⁾	(2,888		)	1,134			—			(3,949		)	(5,703		)
Ending balance, net of tax	$	(16,295	)	$	6,399		$	(133	)	$	(26,269	)	$	(36,298	)


(1)	Amounts reclassified to retained earnings due to early adoption of ASU 2018-02. See “Note 1 – Summary of Significant Accounting and Reporting Policies” for further information.



	Year Ended December 31, 2016
							Pension Plans
	Unrealized Gains (Losses) on Securities			Unrealized Gains (Losses) on Derivatives			Net Prior Service (Cost) Credit			Net Gain (Loss)			Total
Beginning balance, net of tax	$	(239	)	$	—		$	(44	)	$	(18,400	)	$	(18,683	)
Other comprehensive (loss) income:
Other comprehensive (loss) income before reclassifications	(33,699		)	5,255			(129		)	(3,132		)	(31,705		)
Reclassified from accumulated other comprehensive income	(2,407		)	1,815			(8		)	1,828			1,228
Income tax benefit (expense)	12,637			(2,475		)	48			457			10,667
Net current-period other comprehensive (loss) income, net of tax	(23,469		)	4,595			(89		)	(847		)	(19,810		)
Ending balance, net of tax	$	(23,708	)	$	4,595		$	(133	)	$	(19,247	)	$	(38,493	)



	Year Ended December 31, 2015
						Pension Plans
	Unrealized Gains (Losses) on Securities			Unrealized Gains (Losses) on Derivatives		Net Prior Service (Cost) Credit			Net Gain (Loss)			Total
Beginning balance, net of tax	$	6,238		$	—	$	7		$	(21,815	)	$	(15,570	)
Other comprehensive (loss) income:
Other comprehensive (loss) income before reclassifications	(7,235		)	—		(62		)	2,806			(4,491		)
Reclassified from accumulated other comprehensive income	(2,730		)	—		(16		)	2,448			(298		)
Income tax benefit (expense)	3,488			—		27			(1,839		)	1,676
Net current-period other comprehensive (loss) income, net of tax	(6,477		)	—		(51		)	3,415			(3,113		)
Ending balance, net of tax	$	(239	)	$	—	$	(44	)	$	(18,400	)	$	(18,683	)

The reclassifications out of accumulated other comprehensive (loss) income into net income are presented below (in thousands):



	Year ended December 31,
	2017			2016			2015
Unrealized losses on securities transferred to held to maturity:
Amortization of unrealized losses ⁽¹⁾	$	(1,255	)	$	(429	)	$	(930	)
Tax benefit	439			150			326
Net of tax	$	(816	)	$	(279	)	$	(604	)

Unrealized gains and losses on available for sale securities:
Realized net gain on sale of securities ⁽²⁾	$	625		$	2,836		$	3,660
Tax expense	(219		)	(993		)	(1,281		)
Net of tax	$	406		$	1,843		$	2,379

Derivatives:
Realized net loss on interest rate swap derivatives ⁽³⁾	$	(828	)	$	(1,815	)	$	—
Tax benefit	290			635			—
Net of tax	$	(538	)	$	(1,180	)	$	—

Amortization of unrealized gains on terminated interest rate swap derivatives ⁽³⁾	$	74		$	—		$	—
Tax expense	(26		)	—			—
Net of tax	$	48		$	—		$	—

Amortization of pension plan:
Net actuarial loss ⁽⁴⁾	$	(1,613	)	$	(1,828	)	$	(2,448	)
Prior service credit ⁽⁴⁾	8			8			16
Total before tax	(1,605		)	(1,820		)	(2,432		)
Tax benefit	562			637			851
Net of tax	$	(1,043	)	$	(1,183	)	$	(1,581	)
Total reclassifications for the period, net of tax	$	(1,943	)	$	(799	)	$	194

(1) Included in interest income on the consolidated statements of income.

(2) Listed as net gain on sale of securities available for sale on the consolidated statements of income.

(3) Included in interest expense for FHLB borrowings on the consolidated statements of income.


(4)	These accumulated other comprehensive income components are included in the computation of net periodic pension cost (income) presented in “Note 11 - Employee Benefits.”

5. SECURITIES

The amortized cost, gross unrealized gains and losses, carrying value, and estimated fair value of investment and mortgage-backed securities are reflected in the tables below (in thousands):



	December 31, 2017
			Recognized in OCI						Not recognized in OCI
	Amortized		Gross Unrealized		Gross Unrealized		Carrying		Gross Unrealized		Gross Unrealized		Estimated
AVAILABLE FOR SALE	Cost		Gains		Losses		Value		Gains		Losses		Fair Value
Investment Securities:
U.S. Government Agency Debentures	$	108,869	$	—	$	—	$	108,869	$	—	$	—	$	108,869
State and Political Subdivisions	392,760		3,895		3,991		392,664		—		—		392,664
Other Stocks and Bonds	5,024		31		—		5,055		—		—		5,055
Other Equity Securities	6,027		—		107		5,920		—		—		5,920
Mortgage-backed Securities: ⁽¹⁾
Residential	720,930		4,476		7,377		718,029		—		—		718,029
Commercial	308,357		761		900		308,218		—		—		308,218
Total	$	1,541,967	$	9,163	$	12,375	$	1,538,755	$	—	$	—	$	1,538,755

HELD TO MATURITY
Investment Securities:
State and Political Subdivisions	$	423,376	$	2,448	$	12,192	$	413,632	$	10,879	$	2,583	$	421,928
Mortgage-backed Securities: ⁽¹⁾
Residential	134,018		—		4,974		129,044		1,631		239		130,436
Commercial	369,526		899		3,595		366,830		3,812		1,206		369,436
Total	$	926,920	$	3,347	$	20,761	$	909,506	$	16,322	$	4,028	$	921,800



	December 31, 2016
			Recognized in OCI						Not recognized in OCI
	Amortized		Gross Unrealized		Gross Unrealized		Carrying		Gross Unrealized		Gross Unrealized		Estimated
AVAILABLE FOR SALE	Cost		Gains		Losses		Value		Gains		Losses		Fair Value
Investment Securities:
U.S. Treasury	$	74,016	$	—	$	3,947	$	70,069	$	—	$	—	$	70,069
State and Political Subdivisions	394,050		3,217		12,070		385,197		—		—		385,197
Other Stocks and Bonds	6,587		64		—		6,651		—		—		6,651
Other Equity Securities	6,039		—		119		5,920		—		—		5,920
Mortgage-backed Securities: ⁽¹⁾
Residential	630,603		6,434		9,529		627,508		—		—		627,508
Commercial	386,109		1,201		3,055		384,255		—		—		384,255
Total	$	1,497,404	$	10,916	$	28,720	$	1,479,600	$	—	$	—	$	1,479,600

HELD TO MATURITY
Investment Securities:
State and Political Subdivisions	$	435,080	$	3,987	$	13,257	$	425,810	$	7,595	$	3,493	$	429,912
Mortgage-backed Securities: ⁽¹⁾
Residential	142,060		—		5,748		136,312		1,534		950		136,896
Commercial	379,016		1,067		4,718		375,365		4,372		2,263		377,474
Total	$	956,156	$	5,054	$	23,723	$	937,487	$	13,501	$	6,706	$	944,282


(1)	All mortgage-backed securities issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.

During the year ended December 31, 2016, the Company transferred securities with a fair value of $157.1 million from AFS to HTM. The unrealized loss on the securities transferred from AFS to HTM was $10.2 million ( $6.7 million , net of tax) at the date of transfer based on the fair value of the securities on the transfer date. We transferred these securities due to overall balance sheet strategies and our management has the current intent and ability to hold these securities until maturity. Any net unrealized gain or loss on the transferred securities included in accumulated other comprehensive income at the time of transfer will be amortized over the remaining life of the underlying security as an adjustment to the yield on those securities. AFS securities transferred with losses included in accumulated other comprehensive income continue to be included in management’s assessment for other-than-temporary impairment for each individual security. There were no securities transferred from AFS to HTM during 2017.

The following tables represent the estimated fair value and unrealized loss on securities (in thousands):



	Less Than 12 Months				More Than 12 Months				Total
	Estimated Fair Value		Unrealized Loss		Estimated Fair Value		Unrealized Loss		Estimated Fair Value		Unrealized Loss
As of December 31, 2017:
AVAILABLE FOR SALE
Investment Securities:
State and Political Subdivisions	$	32,341	$	121	$	172,006	$	3,870	$	204,347	$	3,991
Other Equity Securities	5,920		107		—		—		5,920		107
Mortgage-backed Securities:
Residential	429,742		3,232		102,973		4,145		532,715		7,377
Commercial	146,796		419		13,134		481		159,930		900
Total	$	614,799	$	3,879	$	288,113	$	8,496	$	902,912	$	12,375

HELD TO MATURITY
Investment Securities:
State and Political Subdivisions	$	85,608	$	807	$	56,736	$	1,776	$	142,344	$	2,583
Mortgage-backed Securities:
Residential	24,707		157		2,736		82		27,443		239
Commercial	136,491		782		13,552		424		150,043		1,206
Total	$	246,806	$	1,746	$	73,024	$	2,282	$	319,830	$	4,028

As of December 31, 2016:
AVAILABLE FOR SALE
Investment Securities:
U.S. Treasury	$	70,069	$	3,947	$	—	$	—	$	70,069	$	3,947
State and Political Subdivisions	264,485		12,069		887		1		265,372		12,070
Other Equity Securities	5,920		119		—		—		5,920		119
Mortgage-backed Securities:
Residential	369,903		9,491		6,199		38		376,102		9,529
Commercial	245,422		3,055		—		—		245,422		3,055
Total	$	955,799	$	28,681	$	7,086	$	39	$	962,885	$	28,720
HELD TO MATURITY
Investment Securities:
State and Political Subdivisions	$	179,939	$	2,190	$	29,427	$	1,303	$	209,366	$	3,493
Mortgage-backed Securities:
Residential	107,024		950		—		—		107,024		950
Commercial	186,854		2,263		—		—		186,854		2,263
Total	$	473,817	$	5,403	$	29,427	$	1,303	$	503,244	$	6,706

We review those securities in an unrealized loss position for significant differences between fair value and the cost basis to evaluate if a classification of other-than-temporary impairment is warranted. In estimating other-than-temporary impairment losses, management considers, among other things, the length of time and the extent to which the fair value has been less than cost and the financial condition and near-term prospects of the issuer. We consider an other-than-temporary impairment to have occurred when there is an adverse change in expected cash flows. When it is determined that a decline in fair value of HTM or AFS securities is other-than-temporary, the carrying value of the security is reduced to its estimated fair value, with a corresponding charge to earnings for the credit portion and a charge to other comprehensive income for the noncredit portion. Based upon the length of time and the extent to which fair value is less than cost, we believe that none of the securities with an unrealized loss have other-than-temporary impairment at December 31, 2017 .

The majority of the securities in an unrealized loss position are highly rated Texas municipal securities and U.S. Agency mortgage-backed securities (“MBS”) where the unrealized loss is a direct result of the change in interest rates and spreads. For those securities in an unrealized loss position, we do not currently intend to sell the securities, and it is not more likely than not that we will be required to sell the securities before the anticipated recovery of their amortized cost basis. To the best of management’s knowledge and based on our consideration of the qualitative factors associated with each security, there were no securities in our investment and MBS portfolio with an other-than-temporary impairment at December 31, 2017 .

Our equity securities consist of investments that are deemed to be qualified under the Community Reinvestment Act (CRA) of 1977. We primarily invest in securities issued by Fannie Mae, Freddie Mac and Ginnie Mae. We evaluate the near-term prospects of our other equity securities in relation to the severity and duration of the current unrealized loss position. Based upon that evaluation, management does not consider the other equity securities to be other-than-temporarily impaired at December 31, 2017 .

Interest income recognized on securities for the years presented (in thousands):



	Years Ended December 31,
	2017		2016		2015
U.S. Treasury	$	519	$	739	$	1,132
U.S. Government Agency Debentures	178		—		118
State and Political Subdivisions	24,530		22,654		22,474
Other Stocks and Bonds	125		195		213
Other Equity Securities	116		123		118
Mortgage-backed Securities	41,361		37,450		33,661
Total interest income on securities	$	66,829	$	61,161	$	57,716

Of the $625,000 in net securities gain from the AFS portfolio for the year ended December 31, 2017 , there were $5.0 million in realized gains and $4.4 million in realized losses. Of the $2.8 million in net securities gains from the AFS portfolio for the year ended December 31, 2016 , there were $6.3 million in realized gain position and $3.4 million in realized loss position. Of the $3.7 million in net securities gains from the AFS portfolio for the year ended December 31, 2015 , there were $4.9 million in realized gains and $1.2 million in realized losses. There were no sales from the HTM portfolio during the years ended December 31, 2017 , 2016 or 2015 . We calculate realized gains and losses on sales of securities under the specific identification method. On January 2, 2018, we early-adopted ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities,” and in conjunction with the adoption took the one-time transition election to reclassify approximately $743.4 million book value of securities from HTM to AFS that qualified for hedging under the last-of-layer approach from HTM to AFS.

The amortized cost and estimated fair value of AFS securities and the carrying value and estimated fair values of HTM securities at December 31, 2017 , are presented below by contractual maturity (in thousands). Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. MBS are presented in total by category due to the fact that MBS typically are issued with stated principal amounts, and the securities are backed by pools of mortgages that have loans with varying maturities. The characteristics of the underlying pool of mortgages, such as fixed-rate or adjustable-rate, as well as prepayment risk, are passed on to the security holder. The term of a mortgage-backed pass-through security thus approximates the term of the underlying mortgages and can vary significantly due to prepayments.



	December 31, 2017
	Amortized Cost		Estimated Fair Value
Available for sale securities:
Investment Securities
Due in one year or less	$	32,727	$	32,777
Due after one year through five years	110,393		110,618
Due after five years through ten years	35,856		36,312
Due after ten years	327,677		326,881
	506,653		506,588
Mortgage-backed Securities and Other Equity Securities	1,035,314		1,032,167
Total	$	1,541,967	$	1,538,755



	December 31, 2017
	Carrying Value		Estimated Fair Value
Held to maturity securities:
Investment Securities
Due in one year or less	$	30,817	$	30,500
Due after one year through five years	70,419		71,108
Due after five years through ten years	112,784		114,341
Due after ten years	199,612		205,979
	413,632		421,928
Mortgage-backed Securities	495,874		499,872
Total	$	909,506	$	921,800

Investment securities and MBS with carrying values of $1.24 billion and $1.50 billion were pledged as of December 31, 2017 and 2016 , respectively, to collateralize Federal Home Loan Bank of Dallas borrowings, repurchase agreements and public funds or for other purposes as required by law.

Securities with limited marketability, such as FHLB stock and other investments, are carried at cost, which approximates fair value and are assessed quarterly for other-than-temporary impairment. These securities have no maturity date.

6. LOANS AND ALLOWANCE FOR PROBABLE LOAN LOSSES

Loans in the accompanying consolidated balance sheets are classified as follows (in thousands):



	December 31, 2017		December 31, 2016
Real Estate Loans:
Construction	$	475,867	$	380,175
1-4 Family Residential	805,341		637,239
Commercial	1,265,159		945,978
Commercial Loans	266,422		177,265
Municipal Loans	345,798		298,583
Loans to Individuals	135,769		117,297
Total Loans ⁽¹⁾	3,294,356		2,556,537
Less: Allowance for Loan Losses ⁽²⁾	20,781		17,911
Net Loans	$	3,273,575	$	2,538,626


(1)	Includes approximately $861.8 million and $372.4 million of acquired loans as of December 31, 2017 and 2016 , respectively.


(2)	Loans acquired with the Diboll acquisition were measured at fair value on November 30, 2017 with no carryover of allowance for loan loss. There was no allowance for loan loss recorded on purchase credit impaired (“PCI”) loans as of December 31, 2017 . The allowance for loan loss recorded on PCI loans was $3,000 as of December 31, 2016 .

Loans to Affiliated Parties

Real Estate Construction Loans

Our construction loans are collateralized by property located primarily in or near the market areas we serve. A number of our construction loans will be owner occupied upon completion. Construction loans for non-owner occupied projects are financed, but these typically have cash flows from leases with tenants, secondary sources of repayment, and in some cases, additional collateral. Our construction loans have both adjustable and fixed interest rates during the construction period. Construction loans to individuals are typically priced and made with the intention of granting the permanent loan on the property. Speculative and commercial construction loans are subject to underwriting standards similar to that of the commercial portfolio. Owner occupied 1-4 family residential construction loans are subject to the underwriting standards of the permanent loan.

Real Estate 1-4 Family Residential Loans

Commercial Real Estate Loans

Commercial real estate loans as of December 31, 2017 consisted of $1.17 billion of owner and non-owner occupied real estate, $83.8 million of loans secured by multi-family properties and $13.6 million of loans secured by farmland. Commercial real estate loans primarily include loans collateralized by retail, commercial office buildings, multi-family residential buildings, medical facilities and offices, senior living, assisted living and skilled nursing facilities, warehouse facilities, hotels and churches. Management does not consider there to be a risk in any one industry type. In determining whether to originate commercial real estate loans, we generally consider such factors as the financial condition of the borrower and the debt service coverage of the property. Commercial real estate loans are made at both fixed and adjustable interest rates for terms generally up to 20 years.

Commercial Loans

Our commercial loans are diversified loan types including short-term working capital loans for inventory and accounts receivable and short- and medium-term loans for equipment or other business capital expansion. Management does not consider there to be a concentration of risk in any one industry type. In our commercial loan underwriting, we assess the creditworthiness, ability to repay, and the value and liquidity of the collateral being offered. Terms of commercial loans are generally commensurate with the useful life of the collateral offered.

Municipal Loans

Loans to Individuals

Substantially all originations of our loans to individuals are made to consumers in our market areas. The majority of loans to individuals are collateralized by titled equipment, which are primarily automobiles. Loan terms vary according to the type and value of collateral, length of contract and creditworthiness of the borrower. The underwriting standards we employ for consumer loans include an application, a determination of the applicant’s payment history on other debts, with the greatest weight being given to payment history with us, and an assessment of the borrower’s ability to meet existing obligations and payments on the proposed loan. Although creditworthiness of the applicant is a primary consideration, the underwriting process also includes a comparison of the value of the collateral, if any, in relation to the proposed loan amount. Most of our loans to individuals are collateralized, which management believes assists in limiting our exposure.

Allowance for Loan Losses

The allowance for loan losses is based on the most current review of the loan portfolio and is a result of multiple processes. First, we utilize historical net charge-off data to establish general reserve amounts for each class of loans. The historical charge-off figure is further adjusted through qualitative factors that include general trends in past dues, nonaccruals and classified loans to more effectively and promptly react to both positive and negative movements not reflected in the historical data. Second, our lenders have the primary responsibility for identifying problem loans based on customer financial stress and underlying collateral. These recommendations are reviewed by senior loan administration, the special assets department, and the loan review department on a monthly basis. Third, the loan review department independently reviews the portfolio on an annual basis. The loan review department follows a board-approved annual loan review scope. The loan review scope encompasses a number of considerations including the size of the loan, the type of credit extended, the seasoning of the loan and the performance of the loan. The loan review scope, as it relates to size, focuses more on larger dollar loan relationships, typically aggregate debt of $500,000 or greater. The loan review officer also reviews specific reserves compared to general reserves to determine trends in comparative reserves as well as losses not reserved for prior to charge-off to determine the effectiveness of the specific reserve process.

At each review, a subjective analysis methodology is used to grade the respective loan. Categories of grading vary in severity from loans that do not appear to have a significant probability of loss at the time of review to loans that indicate a probability that the entire balance of the loan will be uncollectible. If at the time of review we determine it is probable that we will not collect the principal and interest cash flows contractually due on the loan, estimates of future expected cash flows or appraisals of the collateral securing the debt are used to determine the necessary allowances. The internal loan review department maintains a list (“Watch List”) of all loans or loan relationships that are graded as having more than the normal degree of risk associated with them. In addition, a list of specifically reserved loans or loan relationships of $150,000 or more is updated on a quarterly basis in order to properly determine necessary allowances and keep management informed on the status of attempts to correct the deficiencies noted with respect to the loan.

We calculate historical loss ratios for pools of loans with similar characteristics based on the proportion of actual charge-offs experienced, consistent with the characteristics of remaining loans, to the total population of loans in the pool. The historical gross loss ratios are updated quarterly based on actual charge-off experience and adjusted for qualitative factors. All loans are subject to individual analysis if determined to be impaired with the exception of consumer loans and loans secured by 1-4 family residential loans.

Industry and our own experience indicates that a portion of our loans will become delinquent and a portion of our loans will require partial or full charge-off. Regardless of the underwriting criteria utilized, losses may occur as a result of various factors beyond our control, including, among other things, changes in market conditions affecting the value of properties used as collateral for loans and problems affecting the credit worthiness of the borrower and the ability of the borrower to make payments on the loan. Our determination of the appropriateness of the allowance for loan losses is based on various considerations, including an

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analysis of the risk characteristics of various classifications of loans, previous loan loss experience, specific loans which have loan loss potential, delinquency trends, estimated fair value of the underlying collateral, current economic conditions, and geographic and industry loan concentration.

Credit Quality Indicators

We categorize loans into risk categories on an ongoing basis based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. We use the following definitions for risk ratings:


•	Pass (Rating 1 – 4) – This rating is assigned to all satisfactory loans. This category, by definition, consists of acceptable credit. Credit and collateral exceptions should not be present, although their presence would not necessarily prohibit a loan from being rated Pass, if deficiencies are in the process of correction. These loans are not included in the Watch List.


•	Pass Watch (Rating 5) – These loans require some degree of special treatment, but not due to credit quality. This category does not include loans specially mentioned or adversely classified; however, particular attention is warranted to characteristics such as:


◦	A lack of, or abnormally extended payment program;


◦	A heavy degree of concentration of collateral without sufficient margin;


◦	A vulnerability to competition through lesser or extensive financial leverage; and


◦	A dependence on a single or few customers or sources of supply and materials without suitable substitutes or alternatives.

•

Special Mention (Rating 6) – A Special Mention loan has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in our credit position at some future date. Special Mention loans are not adversely classified and do not expose us to sufficient risk to warrant adverse classification.

•

Substandard (Rating 7) – Substandard loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.


•	Doubtful (Rating 8) – Loans classified as Doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation, in full, on the basis of currently known facts, conditions and values, highly questionable and improbable.

All accruing loans are reserved for as a group of similar type credits and included in the general portion of the allowance for loan losses. Loans to individuals and 1-4 family residential loans, including loans not accruing, are collectively evaluated and included in the general portion of the allowance for loan losses. All loans considered troubled debt restructurings (“TDR”) are evaluated individually for impairment.

The general portion of the loan loss allowance is reflective of historical charge-off levels for similar loans adjusted for changes in current conditions and other relevant factors. These factors are likely to cause estimated losses to differ from historical loss experience and include:


•	Changes in lending policies or procedures, including underwriting, collection, charge-off, and recovery procedures;


•	Changes in local, regional and national economic and business conditions, including entry into new markets;


•	Changes in the volume or type of credit extended;


•	Changes in the experience, ability, and depth of lending management;


•	Changes in the volume and severity of past due, nonaccrual, restructured, or classified loans;


•	Changes in charge-off trends;


•	Changes in loan review or Board oversight;


•	Changes in the level of concentrations of credit; and


•	Changes in external factors, such as competition and legal and regulatory requirements.

These factors are also considered for the non-PCI purchased loan portfolio specifically in regards to changes in credit quality, past due, nonaccrual and charge-off trends.

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The following tables detail activity in the allowance for loan losses by portfolio segment for the periods presented (in thousands):



	Year Ended December 31, 2017
	Real Estate
	Construction			1-4 Family Residential			Commercial		Commercial Loans			Municipal Loans		Loans to Individuals			Total
Balance at beginning of period	$	4,147		$	2,665		$	7,204	$	2,263		$	750	$	882		$	17,911
Provision (reversal) for loan losses ⁽¹⁾	(437		)	65			3,604		242			110		1,091			4,675
Loans charged off	(35		)	(304		)	—		(723		)	—		(2,391		)	(3,453		)
Recoveries of loans charged off	1			19			13		312			—		1,303			1,648
Balance at end of period ⁽²⁾	$	3,676		$	2,445		$	10,821	$	2,094		$	860	$	885		$	20,781



	Year Ended December 31, 2016
	Real Estate
	Construction			1-4 Family Residential			Commercial		Commercial Loans ⁽³⁾			Municipal Loans			Loans to Individuals			Total
Balance at beginning of period	$	4,350		$	2,595		$	4,577	$	6,596		$	725		$	893		$	19,736
Provision (reversal) for loan losses ⁽¹⁾	(472		)	(28		)	2,604		6,397			(224		)	1,503			9,780
Loans charged off ⁽³⁾	—			(43		)	—		(11,396		)	—			(2,948		)	(14,387		)
Recoveries of loans charged off	269			141			23		666			249			1,434			2,782
Balance at end of period	$	4,147		$	2,665		$	7,204	$	2,263		$	750		$	882		$	17,911



	Year Ended December 31, 2015
	Real Estate
	Construction			1-4 Family Residential			Commercial		Commercial Loans			Municipal Loans			Loans to Individuals			Total
Balance at beginning of period ⁽⁴⁾	$	2,456		$	2,822		$	3,025	$	3,279		$	716		$	994		$	13,292
Provision (reversal) for loan losses ⁽¹⁾	1,711			(284		)	1,467		3,500			258			1,691			8,343
Loans charged off	(24		)	(58		)	—		(336		)	(249		)	(3,688		)	(4,355		)
Recoveries of loans charged off	207			115			85		153			—			1,896			2,456
Balance at end of period	$	4,350		$	2,595		$	4,577	$	6,596		$	725		$	893		$	19,736

(1) Of the $4.7 million and $9.8 million recorded in provision for loan losses for the years ended December 31, 2017 and 2016 , none related to provision expense on PCI loans. Of the $8.3 million recorded in provision for loan losses for the year ended December 31, 2015 , $629,000 related to provision expense on PCI loans.

(2) Loans acquired with the Diboll acquisition were measured at fair value on November 30, 2017 with no carryover of allowance for loan loss.


(3)	Of the $11.4 million in commercial charge-offs recorded for the year ended December 31, 2016 , $10.9 million relates to the charge-off of two large commercial borrowing relationships.


(4)	Loans acquired with the Omni acquisition were measured at fair value on December 17, 2014 with no carryover of allowance for loan loss.

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The following tables present the balance in the allowance for loan losses by portfolio segment based on impairment method(in thousands):



	As of December 31, 2017
	Real Estate
	Construction		1-4 Family Residential		Commercial		Commercial Loans		Municipal Loans		Loans to Individuals		Total
Ending balance – individually evaluated for impairment ⁽¹⁾	$	12	$	14	$	14	$	252	$	10	$	51	$	353
Ending balance – collectively evaluated for impairment	3,664		2,431		10,807		1,842		850		834		20,428
Balance at end of period	$	3,676	$	2,445	$	10,821	$	2,094	$	860	$	885	$	20,781



	As of December 31, 2016
	Real Estate
	Construction		1-4 Family Residential		Commercial		Commercial Loans		Municipal Loans		Loans to Individuals		Total
Ending balance – individually evaluated for impairment ⁽¹⁾	$	13	$	16	$	17	$	923	$	11	$	106	$	1,086
Ending balance – collectively evaluated for impairment	4,134		2,649		7,187		1,340		739		776		16,825
Balance at end of period	$	4,147	$	2,665	$	7,204	$	2,263	$	750	$	882	$	17,911


(1)	There was no allowance for loan losses associated with PCI loans as of December 31, 2017 . There was approximately $3,000 of allowance for loan losses associated with PCI loans as of December 31, 2016 .

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The following tables present the recorded investment in loans by portfolio segment based on impairment method (in thousands):



	December 31, 2017
	Real Estate
	Construction		1-4 Family Residential		Commercial		Commercial Loans		Municipal Loans		Loans to Individuals		Total
Loans individually evaluated for impairment	$	86	$	1,581	$	895	$	1,429	$	502	$	205	$	4,698
Loans collectively evaluated for impairment	475,505		797,111		1,232,327		259,745		345,296		134,441		3,244,425
Purchased credit impaired loans	276		6,649		31,937		5,248		—		1,123		45,233
Total ending loan balance	$	475,867	$	805,341	$	1,265,159	$	266,422	$	345,798	$	135,769	$	3,294,356



	December 31, 2016
	Real Estate
	Construction		1-4 Family Residential		Commercial		Commercial Loans		Municipal Loans		Loans to Individuals		Total
Loans individually evaluated for impairment	$	480	$	1,693	$	1,184	$	5,840	$	571	$	241	$	10,009
Loans collectively evaluated for impairment	379,526		629,893		942,818		170,159		298,012		116,923		2,537,331
Purchased credit impaired loans	169		5,653		1,976		1,266		—		133		9,197
Total ending loan balance	$	380,175	$	637,239	$	945,978	$	177,265	$	298,583	$	117,297	$	2,556,537

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The following tables set forth credit quality indicators by class of loans for the periods presented (in thousands):



	December 31, 2017
	Pass		Pass Watch ⁽¹⁾		Special Mention ⁽¹⁾		Substandard ⁽¹⁾		Doubtful ⁽¹⁾		Total
Real Estate Loans:
Construction	$	471,446	$	3,329	$	77	$	982	$	33	$	475,867
1-4 Family Residential	796,639		559		857		6,610		676		805,341
Commercial	1,136,576		26,275		25,301		76,625		382		1,265,159
Commercial Loans	247,430		9,625		3,956		5,203		208		266,422
Municipal Loans	344,366		—		930		502		—		345,798
Loans to Individuals	134,694		20		102		707		246		135,769
Total	$	3,131,151	$	39,808	$	31,223	$	90,629	$	1,545	$	3,294,356



	December 31, 2016
	Pass		Pass Watch ⁽¹⁾		Special Mention ⁽¹⁾		Substandard ⁽¹⁾		Doubtful ⁽¹⁾		Total
Real Estate Loans:
Construction	$	374,443	$	34	$	571	$	5,108	$	19	$	380,175
1-4 Family Residential	632,937		68		—		3,380		854		637,239
Commercial	885,049		17,739		10,587		32,603		—		945,978
Commercial Loans	158,943		1,187		8,086		9,012		37		177,265
Municipal Loans	297,014		—		998		571		—		298,583
Loans to Individuals	115,952		—		9		629		707		117,297
Total	$	2,464,338	$	19,028	$	20,251	$	51,303	$	1,617	$	2,556,537


(1)	Includes PCI loans comprised of $362,000 pass watch, $6.0 million special mention, $10.5 million substandard and $925,000 doubtful as of December 31, 2017 . Includes PCI loans comprised of $5,000 pass watch, $511,000 special mention, $1.5 million substandard and $28,000 doubtful as of December 31, 2016 .

Nonperforming Assets and Past Due Loans

Nonaccrual loans are loans 90 days or more delinquent and collection in full of both the principal and interest is not expected. Additionally, some loans that are not delinquent or that are delinquent less than 90 days may be placed on nonaccrual status if it is probable that we will not receive contractual principal and interest payments in accordance with the terms of the respective loan agreement. When a loan is categorized as nonaccrual, the accrual of interest is discontinued and any accrued balance is reversed for financial statement purposes. Payments received on nonaccrual loans are applied to the outstanding principal balance. Payments of contractual interest are recognized as income only to the extent that full recovery of the principal balance of the loan is reasonably certain. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Other factors, such as the value of collateral securing the loan and the financial condition of the borrower, are considered in judgments as to potential loan loss.

Nonaccrual loans and accruing loans past due more than 90 days include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.

PCI loans are recorded at fair value at acquisition date. Although the PCI loans may be contractually delinquent, we do not classify these loans as past due or nonperforming as the loans were written down to fair value at the acquisition date, and the accretable yield is recognized in interest income over the remaining life of the loan. However, subsequent to acquisition, we re-assess PCI loans for additional impairment and record additional impairment in the event we conclude it is probable that we will be unable to collect all cash flows originally expected to be collected at acquisition plus any additional cash flows expected to be collected due to changes in estimates after acquisition. All such PCI loans for which we recognize subsequent impairment are reported as impaired loans in the financial statements.

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The following table sets forth nonperforming assets for the periods presented (in thousands):



	At December 31, 2017		At December 31, 2016
Nonaccrual loans ⁽¹⁾	$	2,937	$	8,280
Accruing loans past due more than 90 days ⁽¹⁾	1		6
Restructured loans ⁽²⁾	5,767		6,431
Other real estate owned	1,613		339
Repossessed assets	154		49
Total Nonperforming Assets	$	10,472	$	15,105


(1)	Excludes PCI loans measured at fair value at acquisition.


(2)	Includes $2.9 million and $3.1 million in PCI loans restructured as of December 31, 2017 and 2016 , respectively.

Foreclosed assets include other real estate owned and repossessed assets. For 1-4 family residential real estate properties, a loan is recognized as a foreclosed property once legal title to the real estate property has been received upon completion of foreclosure or the borrower has conveyed all interest in the residential property through a deed in lieu of foreclosure. As of December 31, 2017 , there were $154,000 in loans secured by 1-4 family residential properties for which formal foreclosure proceedings were in process. There was a total of $28,000 in loans secured by 1-4 family residential properties for which formal foreclosure proceedings were in process as of December 31, 2016 .

The following table sets forth the recorded investment in nonaccrual loans by class of loans for the period presented (in thousands). The table excludes PCI loans measured at fair value at acquisition:



	Nonaccrual Loans
	December 31, 2017		December 31, 2016
Real Estate Loans:
Construction	$	86	$	105
1-4 Family Residential	1,098		1,067
Commercial	595		808
Commercial Loans	903		5,477
Loans to Individuals	255		823
Total	$	2,937	$	8,280

Loans are considered impaired if, based on current information and events, it is probable we will be unable to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan agreement. Impairment is evaluated in total for smaller-balance loans of a similar nature and on an individual loan basis for larger loans. The measurement of loss on impaired loans is generally based on the fair value of the collateral less selling costs if repayment is expected solely from the collateral or the present value of the expected future cash flows discounted at the historical effective interest rate stipulated in the loan agreement. In measuring the fair value of the collateral, in addition to relying on third party appraisals, we use assumptions, such as discount rates, and methodologies, such as comparison to the recent selling price of similar assets, consistent with those that would be utilized by unrelated third parties performing a valuation. Loans that are evaluated and determined not to meet the definition of an impaired loan are reserved for at the general reserve rate for its appropriate class.

At the time a loss is probable in the collection of contractual amounts, specific reserves are allocated. Loans are charged off to the liquidation value of the collateral net of liquidation costs, if any, when deemed uncollectible or as soon as collection by liquidation is evident.

Subsequent to year-end, we categorized a commercial real estate loan with a balance of $12.5 million as of December 31, 2017 as nonaccrual upon a primary tenant’s notification to the borrower in January 2018 that it would not be renewing its lease. This loan was categorized as substandard and accruing interest as of December 31, 2017.

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The following tables set forth impaired loans by class of loans for the periods presented (in thousands). Impaired loans include restructured and nonaccrual loans for which the allowance was measured in accordance with section 310-10 of ASC Topic 310, “Receivables.” There were no impaired loans recorded without an allowance for the years ended December 31, 2017 or 2016 .



	December 31, 2017
	Unpaid Contractual Principal Balance		Recorded Investment		Related Allowance for Loan Losses
Real Estate Loans:
Construction	$	91	$	86	$	12
1-4 Family Residential	4,141		3,952		14
Commercial	1,353		1,199		14
Commercial Loans	1,665		1,605		252
Municipal Loans	502		502		10
Loans to Individuals	237		205		51
Total ⁽¹⁾	$	7,989	$	7,549	$	353



	December 31, 2016
	Unpaid Contractual Principal Balance		Recorded Investment		Related Allowance for Loan Losses
Real Estate Loans:
Construction	$	486	$	480	$	13
1-4 Family Residential	4,487		4,264		16
Commercial	1,631		1,574		17
Commercial Loans	6,108		5,941		923
Municipal Loans	571		571		11
Loans to Individuals	277		241		106
Total ⁽¹⁾	$	13,560	$	13,071	$	1,086


(1)	Includes $2.9 million and $3.1 million of PCI loans that experienced deterioration in credit quality subsequent to the acquisition date as of December 31, 2017 and December 31, 2016 , respectively.

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The following tables present the aging of the recorded investment in past due loans by class of loans (in thousands):



	December 31, 2017
	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Current ⁽¹⁾		Total
Real Estate Loans:
Construction	$	1,302	$	1,530	$	68	$	2,900	$	472,967	$	475,867
1-4 Family Residential	8,508		1,574		862		10,944		794,397		805,341
Commercial	1,357		24		5		1,386		1,263,773		1,265,159
Commercial Loans	662		400		333		1,395		265,027		266,422
Municipal Loans	422		—		—		422		345,376		345,798
Loans to Individuals	1,526		373		93		1,992		133,777		135,769
Total	$	13,777	$	3,901	$	1,361	$	19,039	$	3,275,317	$	3,294,356



	December 31, 2016
	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Current ⁽¹⁾		Total
Real Estate Loans:
Construction	$	917	$	64	$	86	$	1,067	$	379,108	$	380,175
1-4 Family Residential	6,225		755		600		7,580		629,659		637,239
Commercial	70		154		154		378		945,600		945,978
Commercial Loans	783		300		3,459		4,542		172,723		177,265
Municipal Loans	113		—		—		113		298,470		298,583
Loans to Individuals	1,550		320		185		2,055		115,242		117,297
Total	$	9,658	$	1,593	$	4,484	$	15,735	$	2,540,802	$	2,556,537


(1)	Includes PCI loans measured at fair value at acquisition.

The following table sets forth average recorded investment and interest income recognized on impaired loans by class of loans for the periods presented (in thousands). The table excludes PCI loans measured at fair value at acquisition that have not experienced further deterioration in credit quality subsequent to the acquisition date:



	December 31, 2017				December 31, 2016				December 31, 2015
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Real Estate Loans:
Construction	$	251	$	—	$	510	$	22	$	1,518	$	—
1-4 Family Residential	4,264		197		3,247		169		3,410		61
Commercial	1,338		30		4,490		63		3,323		64
Commercial Loans	2,862		59		13,481		48		13,807		256
Municipal Loans	545		30		612		33		824		37
Loans to Individuals	244		9		257		9		725		4
Total	$	9,504	$	325	$	22,597	$	344	$	23,607	$	422

108

Troubled Debt Restructurings

The restructuring of a loan is considered a TDR if both (i) the borrower is experiencing financial difficulties and (ii) the creditor has granted a concession. Concessions may include interest rate reductions or below market interest rates, restructuring amortization schedules and other actions intended to minimize potential losses. We may provide a combination of concessions which may include an extension of the amortization period, interest rate reduction, and/or converting the loan to interest-only for a limited period of time.

The following tables set forth the recorded balance of loans considered to be TDRs that were restructured and the type of concession during the periods presented (dollars in thousands):



	Year Ended December 31, 2017
	Extend Amortization Period		Interest Rate Reductions		Combination		Total Modifications		Number of Contracts

Commercial Loans	$	778	$	—	$	241	$	1,019	4
Loans to Individuals	23		—		52		75		6
Total	$	801	$	—	$	293	$	1,094	10



	Year Ended December 31, 2016
	Extend Amortization Period		Interest Rate Reductions		Combination		Total Modifications		Number of Contracts
Real Estate Loans:
Construction	$	375	$	—	$	23	$	398	2
1-4 Family Residential	—		71		2,602		2,673		4
Commercial	500		—		—		500		1
Commercial Loans	2,230		—		59		2,289		8
Loans to Individuals	29		—		77		106		8
Total	$	3,134	$	71	$	2,761	$	5,966	23

The majority of loans restructured as TDRs during the year ended December 31, 2017 were modified with maturity extensions. Interest continues to be charged on principal balances outstanding during the extended term. Therefore, the financial effects of the recorded investment of loans restructured as TDRs during the year ended December 31, 2017 and 2016 were not significant. Generally, the loans identified as TDRs were previously reported as impaired loans prior to restructuring and therefore the modification did not impact our determination of the allowance for loan losses.

On an ongoing basis, the performance of the TDRs is monitored for subsequent payment default. Payment default for TDRs is recognized when the borrower is 90 days or more past due. There were $138,000 and $768,000 of TDRs in default as of December 31, 2017 and 2016 , respectively. Payment defaults for TDRs did not significantly impact the determination of the allowance for loan loss in either period presented.

At December 31, 2017 and 2016 , there were no commitments to lend additional funds to borrowers whose terms had been modified in TDRs.

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Purchased Credit Impaired Loans

The following table presents the outstanding principal balance and carrying value for PCI loans for the periods presented (in thousands):



	December 31, 2017		December 31, 2016
Outstanding principal balance	$	52,426	$	10,612
Carrying amount	$	45,233	$	9,197

The following table presents the changes in the accretable yield during the periods for PCI loans (in thousands):



	December 31, 2017			December 31, 2016
Balance at beginning of period	$	2,480		$	2,493
Additions due to acquisition	15,389			—
Reclassifications (to) from nonaccretable discount	1,720			1,796
Accretion	(868		)	(1,809		)
Balance at end of period	$	18,721		$	2,480

7. PREMISES AND EQUIPMENT



	December 31, 2017		December 31, 2016
	(in thousands)
Premises	$	158,817	$	127,970
Furniture and equipment	40,565		36,603
	199,382		164,573
Less: accumulated depreciation	65,742		58,570
Total	$	133,640	$	106,003

Assets with accumulated depreciation of $915,000 and $1.2 million were written off for the years ended December 31, 2017 and 2016 , respectively.

Depreciation expense was $8.1 million , $8.0 million , and $8.1 million for the years ended December 31, 2017 , 2016 and 2015 , respectively.

110

8. DEPOSITS



	December 31, 2017		December 31, 2016
	(in thousands)
Noninterest bearing demand deposits:
Private accounts	$	995,685	$	678,279
Public accounts	41,716		25,734
Total noninterest bearing demand deposits	1,037,401		704,013
Interest bearing deposits:
Private accounts:
Savings deposits	356,857		249,490
Money market demand deposits	443,015		329,426
Platinum money market deposits	308,105		353,381
Interest bearing checking	686,816		212,296
NOW demand deposits	20,142		234,217
Certificates and other time deposits of $250,000 or more	87,195		58,312
Certificates and other time deposits under $250,000	534,220		422,134
Total private accounts	2,436,350		1,859,256
Public accounts:
Savings deposits	304		19
Money market demand deposits	19,560		15,126
Platinum money market deposits	360,006		382,017
Interest bearing checking	55,902		12,856
NOW demand deposits	114,401		128,086
Certificates and other time deposits of $250,000 or more	462,941		409,671
Certificates and other time deposits under $250,000	28,582		22,032
Total public accounts	1,041,696		969,807
Total interest bearing deposits	3,478,046		2,829,063
Total deposits	$	4,515,447	$	3,533,076

For the years ended December 31, 2017 , 2016 and 2015 , interest expense on time deposits of $250,000 or more was $5.0 million , $3.2 million and $1.4 million , respectively.

At December 31, 2017 , the scheduled maturities of certificates and other time deposits, including public accounts, were as follows (in thousands):



2018	$	758,624
2019	229,032
2020	64,215
2021	35,493
2022	20,445
2023 and thereafter	5,129
	$	1,112,938

At December 31, 2017 , we had $60.2 million in brokered certificates of deposit (“CDs”) that represented 1.3% of our deposits. Approximately $54.5 million of our brokered CDs were non-callable with a weighted average cost of 114 basis points and remaining maturities of two to eleven months. The remaining $5.7 million were long term CDs that mature within two years and have short-term calls that we control. These brokered CDs are reflected in the CDs under $250,000 category. At December 31, 2016 , we had $35.5 million in brokered CDs. We utilized long-term brokered CDs because the brokered CDs better matched overall ALCO objectives at the time of issuance by protecting us with fixed rates should interest rates increase, while providing us options to call the funding should interest rates decrease. Our current policy allows for a maximum of $180 million in brokered CDs.

At December 31, 2017 and 2016 , we had approximately $31.7 million and $10.3 million , respectively, in deposits from related parties, including directors and named executive officers.

The aggregate amount of demand deposit overdrafts that have been reclassified as loans were $1.3 million and $993,000 at December 31, 2017 and 2016 , respectively.

111

9. BORROWINGS ARRANGEMENTS

Information related to borrowings is provided in the table below (dollars in thousands):



	December 31, 2017			December 31, 2016
Federal funds purchased and repurchase agreements:
Balance at end of period	$	9,498		$	7,097
Average amount outstanding during the period ⁽¹⁾	8,120			6,798
Maximum amount outstanding during the period ⁽²⁾	9,498			11,516
Weighted average interest rate during the period ⁽³⁾	0.2		%	0.1		%
Interest rate at end of period ⁽⁴⁾	0.2		%	0.2		%

FHLB borrowings:
Balance at end of period	$	1,017,361		$	1,309,646
Average amount outstanding during the period ⁽¹⁾	1,222,033			1,060,631
Maximum amount outstanding during the period ⁽²⁾	1,414,453			1,309,646
Weighted average interest rate during the period ⁽³⁾	1.2		%	1.1		%
Interest rate at end of period ⁽⁴⁾	1.4		%	0.9		%

Subordinated notes, net of unamortized debt issuance costs:
Balance at end of period	$	98,248		$	98,100
Average amount outstanding during the period ⁽¹⁾	98,172			27,860
Maximum amount outstanding during the period ⁽²⁾	98,248			98,100
Weighted average interest rate during the period ⁽³⁾	5.7		%	5.8		%
Interest rate at end of period ⁽⁴⁾	5.5		%	5.5		%

Trust preferred subordinated debentures, net of unamortized debt issuance costs:
Balance at end of period	$	60,241		$	60,236
Average amount outstanding during the period ⁽¹⁾	60,238			60,233
Maximum amount outstanding during the period ⁽²⁾	60,241			60,236
Weighted average interest rate during the period ⁽³⁾	3.3		%	2.8		%
Interest rate at end of period ⁽⁴⁾	3.6		%	3.0		%


(1)	The average amount outstanding during the period was computed by dividing the total daily outstanding principal balances by the number of days in the period.


(2)	The maximum amount outstanding at any month-end during the period.


(3)	The weighted average interest rate during the period was computed by dividing the actual interest expense by the average balance outstanding during the period. The weighted average interest rate on the FHLB borrowings include the effect of interest rate swaps.


(4)	Stated rate.

112

Maturities of fixed rate obligations based on scheduled repayments at December 31, 2017 are as follows (in thousands):



	Years Ended December 31,
	2018		2019		2020		2021		2022		Thereafter		Total
Federal funds purchased and repurchase agreements	$	9,498	$	—	$	—	$	—	$	—	$	—	$	9,498
FHLB borrowings	863,288		62,330		76,015		11,690		—		4,038		1,017,361
Subordinated notes, net of unamortized debt issuance costs	—		—		—		—		—		98,248		98,248
Trust preferred subordinated debentures, net of unamortized debt issuance costs	—		—		—		—		—		60,241		60,241
Total obligations	$	872,786	$	62,330	$	76,015	$	11,690	$	—	$	162,527	$	1,185,348

FHLB borrowings represent borrowings with fixed interest rates ranging from 0.85% to 4.799% and with maturities of one month to 10.6 years . FHLB borrowings are collateralized by FHLB stock, nonspecified loans and securities.

Southside Bank has three unsecured lines of credit for the purchase of overnight federal funds at prevailing rates with Frost Bank, TIB – The Independent Bankers Bank and Comerica Bank for $30.0 million , $15.0 million and $7.5 million , respectively. There were no federal funds purchased at December 31, 2017 or 2016 . Southside Bank has a $5.0 million line of credit with Frost Bank to be used to issue letters of credit and at December 31, 2017 , we had one outstanding letter of credit for $195,000 . At December 31, 2017 , the amount of additional funding Southside Bank could obtain from FHLB, collateralized by FHLB stock, nonspecified loans and securities, was approximately $729.7 million , net of FHLB stock purchases required. Southside Bank currently has no letters of credit from FHLB as collateral for a portion of its public fund deposits.

Southside Bank enters into sales of securities under agreements to repurchase (“repurchase agreements”). These repurchase agreements totaled $9.5 million and $7.1 million at December 31, 2017 and 2016 , respectively, and had maturities of less than one year. These repurchase agreements are secured by investment securities and are stated at the amount of cash received in connection with the transaction.

113

10. LONG-TERM DEBT



	December 31, 2017		December 31, 2016
	(in thousands)
Subordinated notes: ⁽¹⁾
5.50% Subordinated Notes, net of unamortized debt issuance costs ⁽²⁾	$	98,248	$	98,100
Total Subordinated notes	98,248		98,100
Trust preferred subordinated debentures: ⁽³⁾
Southside Statutory Trust III, net of unamortized debt issuance costs ⁽⁴⁾	20,549		20,544
Southside Statutory Trust IV	23,196		23,196
Southside Statutory Trust V	12,887		12,887
Magnolia Trust Company I	3,609		3,609
Total Trust preferred subordinated debentures	60,241		60,236
Total Long-term debt	$	158,489	$	158,336


(1)	This debt consists of subordinated notes with a remaining maturity greater than one year that qualify under the risk-based capital guidelines as Tier 2 capital, subject to certain limitations.


(2)	The unamortized discount and debt issuance costs reflected in the carrying amount of the subordinated notes totaled approximately $1.8 million at December 31, 2017 and $1.9 million at December 31, 2016 .


(3)	This debt consists of trust preferred securities that qualify under the risk-based capital guidelines as Tier 1 capital, subject to certain limitations.


(4)	The unamortized debt issuance costs reflected in the carrying amount of the Southside Statutory Trust III junior subordinated debentures totaled $70,000 at December 31, 2017 and $75,000 at December 31, 2016 .

As of December 31, 2017 , the details of the subordinated notes and the trust preferred subordinated debentures are summarized below (dollars in thousands):



	Date issued	Amount issued		Fixed or floating rate	Interest rate	Maturity date
5.50% Subordinated Notes	September 19, 2016	$	100,000	Fixed-to-Floating	5.50%	September 30, 2026
Southside Statutory Trust III	September 4, 2003	$	20,619	Floating	3 month LIBOR + 2.94%	September 4, 2033
Southside Statutory Trust IV	August 8, 2007	$	23,196	Floating	3 month LIBOR + 1.30%	October 30, 2037
Southside Statutory Trust V	August 10, 2007	$	12,887	Floating	3 month LIBOR + 2.25%	September 15, 2037
Magnolia Trust Company I ⁽¹⁾	October 10, 2007	$	3,609	Floating	3 month LIBOR + 1.80%	November 23, 2035


(1)	On October 10, 2007, as part of an acquisition we assumed $3.6 million of floating rate junior subordinated debentures issued in 2005 to Magnolia Trust Company I.

114

11. EMPLOYEE BENEFITS

Deferred Compensation Agreements

Southside Bank has deferred compensation agreements with 17 of its executive officers, which generally provide for payment of an aggregate amount of $5.1 million over a maximum period of 15 years after retirement or death. Of the 17 executives included in the agreements, payments have commenced to nine former executives and/or their beneficiaries. In addition, one executive retired on December 31, 2016 with payments commencing in 2017. Three executive officers became eligible to receive payments in 2016 as a result of the acceptance of an early retirement package offered in late December of 2015. Deferred compensation expense was $353,000 , $357,000 and $553,000 for the years ended December 31, 2017 , 2016 and 2015 , respectively. At December 31, 2017 and 2016 , the deferred compensation plan liability totaled $3.5 million and $3.6 million , respectively.

Health Insurance

We provide accident and health insurance for substantially all employees through a self-funded insurance program. The cost of health care benefits was $5.6 million , $4.9 million and $6.0 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. Our healthcare plan was amended to provide health insurance coverage for any retiree having 50 years of service with the Company. In addition, the eligible retiree must have Medicare coverage, including part A, part B and part D. There were two retirees participating in the health insurance plan as of December 31, 2017 , 2016 and 2015 .

Employee Stock Ownership Plan

We have an Employee Stock Ownership Plan (the “ESOP”) which covers substantially all employees. Contributions to the ESOP are at the sole discretion of the board of directors. We contributed $350,000 to the ESOP for the years ended December 31, 2017 , 2016 and 2015 . At December 31, 2017 and 2016 , the ESOP owned 280,542 and 324,831 shares of common stock, respectively. The number of shares has been adjusted as a result of stock dividends. These shares are treated as externally held shares for dividend and earnings per share calculations.

Long-term Disability

We have an officer’s long-term disability income policy which provides coverage in the event they become disabled as defined under its terms. Individuals are automatically covered under the policy if they (a) have been elected as an officer, (b) have been an employee of Southside Bank for three years and (c) receive earnings of $50,000 or more on an annual basis. The policy provides, among other things, that should a covered individual become totally disabled he would receive two-thirds of his current salary, not to exceed $15,000 per month. The benefits paid out of the policy are limited by the benefits paid to the individual under the terms of our other Company-sponsored benefit plans.

Split Dollar Agreements

We entered into split dollar agreements with eight of our executive officers. The agreements provide we will be the beneficiary of bank owned life insurance (“BOLI”) insuring the executives’ lives. The agreements provide the executives the right to designate the beneficiaries of the death benefits guaranteed in each agreement. The agreements originally provided for death benefits of an initial aggregate amount of $4.5 million . The individual amounts are increased annually on the anniversary date of the agreement by inflation adjustment factors ranging from 3% to 5% . As of December 31, 2017 , the expected death benefits total $5.8 million . The agreements also state that after the executive’s retirement, we shall also pay an annual gross-up bonus to the executive in an amount sufficient to enable the executive to pay federal income tax on both the economic benefit and on the gross-up bonus. The expense required to record the post retirement liability associated with the split dollar post retirement bonuses was $172,000 and $28,000 for the years ended December 31, 2016 and 2015 , respectively, and a credit to expense of $3,000 for the year ended December 31, 2017 . For the years ended December 31, 2017 and 2016 , the split dollar liability totaled $1.9 million and $1.8 million , respectively.

401(k) Plan

We have a 401(k) defined contribution plan (the “401(k) Plan”) covering substantially all employees that permits each participant to make before- or after-tax contributions subject to certain limits imposed by the Internal Revenue Code. Beginning January 1, 2017, eligible employees may participate in the 401(k) Plan after they have worked at least 30 days with the Company. For the years ended December 31, 2017 , 2016 and 2015 , expense attributable to the 401(k) Plan amounted to $613,000 , $562,000 and $447,000 , respectively.

115

Pension Plans

We have a defined benefit pension plan (“the Plan”) pursuant to which participants are entitled to benefits based on final average monthly compensation and years of credited service determined in accordance with plan provisions.

Entrance into the Plan by new employees was frozen effective December 31, 2005. Employees hired after December 31, 2005 are not eligible to participate in the plan. All participants in the Plan are fully vested. Benefits are payable monthly commencing on the later of age 65 or the participant’s date of retirement. Eligible participants may retire at reduced benefit levels after reaching age 55 . We contribute amounts to the pension fund sufficient to satisfy funding requirements of the Employee Retirement Income Security Act.

Plan assets included 240,666 shares of our stock at December 31, 2017 and 2016 . Our stock included in the Plan assets was purchased at fair value. The number of shares has been adjusted as a result of stock dividends. During 2017 , our funded status slightly declined and at December 31, 2017 , we had an unfunded status of $3.0 million compared to an unfunded status of $2.8 million at December 31, 2016 . The deterioration was a result of a decline in discount rate at December 31, 2017 compared to December 31, 2016 to better reflect the current market conditions, partially offset by greater than expected return on the fair value of plan assets and contributions to the plan since December 31, 2016 and the updated mortality assumption at December 31, 2017 compared to December 31, 2016 . In late December 2015, we offered an early retirement package to 24 of our employees, of which 16 accepted the early retirement offer by the acceptance deadline of January 29, 2016. During 2016 , the Plan provided special and contractual termination benefits of $1.5 million to 15 employees that accepted an early retirement package during the year ended December 31, 2016 . The Plan provided special and contractual termination benefits of $176,000 to an employee that accepted an early retirement package during the year ended December 31, 2015 .

In connection with the acquisition of Omni, we acquired the OmniAmerican Bank Defined Benefit Plan ( “the Acquired Plan”) which was remeasured at fair value. The Acquired Plan originally called for benefits to be paid to eligible employees at retirement based primarily upon years of service and the compensation levels at retirement. As of December 31, 2006, the benefits under the Acquired Plan were frozen. No further benefits will be earned by employees after that date. In addition, no new participants may be added to the Acquired Plan after December 31, 2006. During 2017 , our funded status improved, and at December 31, 2017 , we had an unfunded status of $361,000 compared to an unfunded status of $1.2 million at December 31, 2016 . The improvement was a result of greater than expected return on the fair value of plan assets and contributions to the plan since December 31, 2016 , a settlement event which improved the funded status during the year ended December 31, 2017 and an updated mortality assumption at December 31, 2017 compared to December 31, 2016 , partially offset by a decline in the discount rate at December 31, 2017 compared to December 31, 2016 .

We have a nonfunded supplemental retirement plan (the “Restoration Plan”) for our employees whose benefits under the principal retirement plan are reduced because of compensation deferral elections or limitations under federal tax laws.

Both the Plan and the Restoration Plan were amended effective January 1, 2013 to change the formula for determining death benefits for participants who die while in service of the employer and who are early retirement eligible on their date of death.

We use a measurement date of December 31 for our plans.

116



	Year ended December 31,
	2017									2016									2015
	Defined Benefit Pension Plan			Defined Benefit Pension Plan Acquired			Restoration Plan			Defined Benefit Pension Plan			Defined Benefit Pension Plan Acquired			Restoration Plan			Defined Benefit Pension Plan			Defined Benefit Pension Plan Acquired			Restoration Plan
	(in thousands)
Change in Projected Benefit Obligation:
Benefit obligation at end of prior year	$	88,071		$	4,238		$	12,723		$	80,040		$	4,685		$	12,024		$	84,050		$	5,977		$	13,259
Service cost	1,398			—			247			1,375			—			207			1,838			—			334
Interest cost	3,601			177			567			3,731			212			535			3,410			238			668
Actuarial loss (gain)	5,404			418			1,751			4,978			275			237			(6,777		)	(753		)	(1,968		)
Benefits paid	(4,128		)	(43		)	(646		)	(3,632		)	(31		)	(280		)	(2,590		)	(28		)	(269		)
Expenses paid	(70		)	(47		)	—			(91		)	(39		)	—			(67		)	(30		)	—
Plan amendments	—			—			—			121			—			—			—			—			—
Settlements	—			(351		)	—			—			(864		)	—			—			(719		)	—
Special and contractual termination benefits	—			—			—			1,549			—			—			176			—			—
Benefit obligation at end of year	94,276			4,392			14,642			88,071			4,238			12,723			80,040			4,685			12,024
Change in Plan Assets:
Fair value of plan assets at end of prior year	85,293			2,993			—			76,355			3,740			—			79,730			4,512			—
Actual return	8,138			479			—			7,661			187			—			(718		)	5			—
Employer contributions	2,000			1,000			646			5,000			—			280			—			—			269
Benefits paid	(4,128		)	(43		)	(646		)	(3,632		)	(31		)	(280		)	(2,590		)	(28		)	(269		)
Expenses paid	(70		)	(47		)	—			(91		)	(39		)	—			(67		)	(30		)	—
Settlements	—			(351		)	—			—			(864		)	—			—			(719		)	—
Fair value of plan assets at end of year	91,233			4,031			—			85,293			2,993			—			76,355			3,740			—
(Un)Funded status at end of year	(3,043		)	(361		)	(14,642		)	(2,778		)	(1,245		)	(12,723		)	(3,685		)	(945		)	(12,024		)
Accrued benefit (liability) asset recognized	$	(3,043	)	$	(361	)	$	(14,642	)	$	(2,778	)	$	(1,245	)	$	(12,723	)	$	(3,685	)	$	(945	)	$	(12,024	)
Accumulated benefit obligation at end of year	$	83,802		$	4,392		$	13,246		$	77,639		$	4,238		$	11,133		$	69,737		$	4,685		$	10,290

117

Amounts related to our defined benefit pension plans and restoration plan recognized as a component of other comprehensive (loss) income were as follows (in thousands):



	Year ended December 31,
	2017									2016									2015
	Defined Benefit Pension Plan			Defined Benefit Pension Plan Acquired			Restoration Plan			Defined Benefit Pension Plan			Defined Benefit Pension Plan Acquired			Restoration Plan			Defined Benefit Pension Plan			Defined Benefit Pension Plan Acquired			Restoration Plan
Recognition of net loss	$	1,312		$	—		$	301		$	1,642		$	—		$	186		$	1,505		$	—		$	943
Recognition of prior service (credit) cost	(14		)	—			6			(14		)	—			6			(23		)	—			7
Recognition of loss (gain) due to settlement	—			8			—			—			(8		)	—			—			(62		)	—
Net (loss) gain occurring during the year	(3,317		)	(150		)	(1,751		)	(2,541		)	(354		)	(237		)	375			463			1,968
Net prior service cost occurring during the year	—			—			—			(121		)	—			—			—			—			—
	(2,019		)	(142		)	(1,444		)	(1,034		)	(362		)	(45		)	1,857			401			2,918
Deferred tax benefit (expense)	241			30			259			362			127			16			(650		)	(141		)	(1,021		)
Other comprehensive (loss) income, net of tax	$	(1,778	)	$	(112	)	$	(1,185	)	$	(672	)	$	(235	)	$	(29	)	$	1,207		$	260		$	1,897

Net amounts recognized in net periodic benefit cost and other comprehensive loss were as follows (in thousands):



	December 31, 2017									December 31, 2016
	Defined Benefit Pension Plan			Defined Benefit Pension Plan Acquired			Restoration Plan			Defined Benefit Pension Plan			Defined Benefit Pension Plan Acquired			Restoration Plan
Net loss	$	1,312		$	—		$	301		$	1,642		$	—		$	186
Prior service (credit) cost	(14		)	—			6			(14		)	—			6
Loss (gain) recognized due to settlement	—			8			—			—			(8		)	—
	1,298			8			307			1,628			(8		)	192
Deferred tax (expense) benefit	(454		)	(2		)	(107		)	(569		)	3			(67		)
Accumulated other comprehensive income (loss), net of tax	$	844		$	6		$	200		$	1,059		$	(5	)	$	125

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Amounts recognized as a component of accumulated other comprehensive loss were as follows (in thousands):



	December 31, 2017									December 31, 2016
	Defined Benefit Pension Plan			Defined Benefit Pension Plan Acquired			Restoration Plan			Defined Benefit Pension Plan			Defined Benefit Pension Plan Acquired			Restoration Plan
Net (loss) gain	$	(28,859	)	$	(102	)	$	(4,317	)	$	(26,855	)	$	40		$	(2,868	)
Prior service cost	(109		)	—			(31		)	(96		)	—			(38		)
	(28,968		)	(102		)	(4,348		)	(26,951		)	40			(2,906		)
Deferred tax benefit (expense)	9,674			15			1,276			9,433			(14		)	1,017
Reclassification of certain deferred tax effects ⁽¹⁾	(3,591		)	6			(364		)	—			—			—
Accumulated other comprehensive (loss) income, net of tax	$	(22,885	)	$	(81	)	$	(3,436	)	$	(17,518	)	$	26		$	(1,889	)


(1)	Amounts reclassified to retained earnings due to early adoption of ASU 2018-02. See “Note 1 – Summary of Significant Accounting and Reporting Policies” for further information.

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Net periodic pension cost and postretirement benefit cost included the following components (in thousands):



	Year ended December 31,
	2017			2016			2015
Defined Benefit Pension Plan:
Service cost	$	1,398		$	1,375		$	1,838
Interest cost	3,601			3,731			3,410
Expected return on assets	(6,050		)	(5,224		)	(5,684		)
Net loss amortization	1,312			1,642			1,505
Prior service credit amortization	(14		)	(14		)	(23		)
Special and contractual termination benefits	—			1,549			176
Net periodic benefit cost	$	247		$	3,059		$	1,222
Defined Benefit Pension Plan Acquired:
Service cost	$	—		$	—		$	—
Interest cost	177			212			238
Expected return on assets	(212		)	(265		)	(294		)
Net loss amortization	—			—			—
Prior service credit amortization	—			—			—
Loss (gain) recognized due to settlement	8			(8		)	(62		)
Net periodic benefit cost	$	(27	)	$	(61	)	$	(118	)
Restoration Plan:
Service cost	$	247		$	207		$	334
Interest cost	567			535			668
Net loss amortization	301			186			943
Prior service cost amortization	6			6			7
Net periodic benefit cost	$	1,121		$	934		$	1,952

The amounts in accumulated other comprehensive income (loss) that are expected to be recognized as components of net periodic benefit cost during 2018 are as follows (in thousands):



	Defined Benefit Pension Plan			Defined Benefit Pension Plan Acquired		Restoration Plan
Net loss	$	1,536		$	—	$	364
Prior service (credit) cost	(14		)	—		6
	1,522			—		370
Deferred tax benefit	(320		)	—		(78		)
Accumulated other comprehensive loss, net of tax	$	1,202		$	—	$	292

The Plan and Acquired Plan assets, which consist primarily of marketable equity and debt instruments, are valued using market quotations in active markets for identical assets, market quotations for similar assets in active or non-active markets or the net asset value (NAV) provided by the plan administrator. The Plans’ obligations and the annual pension expense are determined by independent actuaries and through the use of a number of assumptions. Key assumptions in measuring the Plans’ obligations include the discount rate, the rate of salary increases and the estimated future return on plan assets.

In determining the discount rate, we utilized a cash flow matching analysis to determine a range of appropriate discount rates for the defined benefit pension plan and restoration plan. In developing the cash flow matching analysis, we had our actuaries construct a portfolio of high quality noncallable bonds to match as closely as possible the timing of future benefit payments of the plans at December 31, 2017 . We utilized a bond selection-settlement approach that selects a portfolio of bonds from a universe of high quality corporate bonds rated Aa by at least half of the rating agencies available. Based on the results of this cash flow matching analysis, we were able to determine an appropriate discount rate.

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Salary increase assumptions are based upon historical experience and anticipated future management actions. The expected long-term rate of return assumption reflects the average return expected based on the investment strategies and asset allocation of the assets invested to provide for the Plans’ liabilities. We considered broad equity and bond indices, long-term return projections, and actual long-term historical Plan performance when evaluating the expected long-term rate of return assumption.

The assumptions used to determine the benefit obligation were as follows:



	December 31, 2017						December 31, 2016
	Defined Benefit Pension Plan		Defined Benefit Pension Plan Acquired		Restoration Plan		Defined Benefit Pension Plan		Defined Benefit Pension Plan Acquired		Restoration Plan
Discount rate	3.71	%	3.71	%	3.71	%	4.23	%	4.23	%	4.23	%
Compensation increase rate	3.50	%	—		3.50	%	3.50	%	—		3.50	%

The assumptions used to determine net periodic pension cost and postretirement benefit cost were as follows:



	Year ended December 31,
	2017		2016		2015
Defined Benefit Pension Plan:
Discount rate	4.23	%	4.56	%	4.14	%
Expected long-term rate of return on plan assets	7.25	%	7.25	%	7.25	%
Compensation increase rate	3.50	%	3.50	%	3.50	%
Defined Benefit Pension Plan Acquired
Discount rate	4.23	%	4.56	%	4.14	%
Expected long-term rate of return on plan assets	7.25	%	7.25	%	7.25	%
Compensation increase rate	—		—		—
Restoration Plan:
Discount rate	4.23	%	4.56	%	4.14	%
Compensation increase rate	3.50	%	3.50	%	3.50	%

Material changes in pension benefit costs may occur in the future due to changes in these assumptions. Future annual amounts could be impacted by changes in the number of SSB Plan participants, changes in the level of benefits provided, changes in the discount rates, changes in the expected long-term rate of return, changes in the level of contributions to the Plan and other factors.

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The major categories of assets in our Plan and the Acquired Plan are presented in the following table (in thousands). Assets are segregated by the level of the valuation inputs within the fair value hierarchy established by ASC Topic 820 “Fair Value Measurements and Disclosures,” utilized to measure fair value (see “Note 13 – Fair Value Measurement”). Our Restoration Plan is unfunded.



	December 31, 2017				December 31, 2016
	Defined Benefit Pension Plan		Defined Benefit Pension Plan Acquired		Defined Benefit Pension Plan		Defined Benefit Pension Plan Acquired
Level 1:
Cash	$	423	$	—	$	484	$	—
Equity Securities:
U.S. large cap ⁽¹⁾	6,198		—		27,383		—
U.S. mid cap ⁽²⁾	21,379		—		8,533		—
U.S. small cap ⁽³⁾	10,706		—		9,851		—
Fixed Income Securities:
International developed ⁽⁴⁾	8,601		—		2,663		—
International emerging ⁽²⁾	4,308		—		1,246		—
Level 2:
Cash Equivalents	13,256		—		13,152		—
Equity Securities:
U.S. large cap ⁽¹⁾	—		1,440		—		1,082
U.S. mid cap ⁽²⁾	—		167		—		125
U.S. small cap ⁽³⁾	—		84		—		66
International ⁽⁵⁾	—		712		—		427
Fixed Income Securities:
Corporate bonds ⁽⁶⁾	1,118		378		1,130		304
U.S. government agencies ⁽⁶⁾	19,303		—		13,248		—
Municipal bonds ⁽⁶⁾	5,595		—		7,211		—
U.S. agency mortgage-backed securities ⁽⁷⁾	346		—		392		—
Asset-backed securities ⁽⁸⁾	—		717		—		590
Real estate ⁽⁹⁾	—		241		—		180
Balanced Asset Allocation ⁽¹⁰⁾	—		81		—		60
Other ⁽¹¹⁾	—		211		—		159
Total fair value of plan assets	$	91,233	$	4,031	$	85,293	$	2,993


(1)	For the defined benefit pension plan, this category is comprised of individual securities that are actively managed and a broadly diversified “passive” mutual fund. The Acquired Plan assets in this category consist of pooled separate accounts invested in mutual funds and domestic stocks.


(2)	For the defined benefit pension plan, this category is comprised of broadly diversified “passive” mutual funds. The Acquired Plan assets in this category consist of pooled separate accounts invested in mutual funds and domestic stocks.


(3)	For the defined benefit pension plan, this category is comprised of broadly diversified “passive” mutual funds and shares of Southside Bancshares stock that is owned in the Plan. The Acquired Plan assets in this category consist of pooled separate accounts invested in mutual funds and domestic stocks.


(4)	This category is comprised of individual securities that are actively managed and a broadly diversified “passive” mutual fund.


(5)	This category is comprised of pooled separate accounts invested in mutual funds and international stocks.


(6)	For the defined benefit pension plan, this category is comprised of individual investment grade securities that are generally held to maturity in the Plan. The Acquired Plan assets in this category consist of pooled separate accounts invested in investment grade and below investment grade bonds.


(7)	This category is comprised of individual securities that are generally not held to maturity.


(8)	This category is mainly comprised of a pooled separate account invested in asset backed securities, residential mortgage backed securities, commercial mortgage backed securities and corporate bonds.


(9)	This category is comprised of a pooled separate account invested in commercial real estate and includes mortgage loans which are backed by the associated properties.

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(10)	This category is comprised of a pooled separate account invested in a single mutual fund invested in a combination of fixed income and equity investment options.


(11)	This category is comprised a pooled separate account invested in a broad range of instruments including, but not limited to, equities, bonds, currencies, convertible securities and derivatives such as futures, options, swaps and forwards.

We did not have any plan assets with Level 3 input fair value measurements at December 31, 2017 or 2016 . Due to asset allocation model changes, there were transfers between Level 1 and Level 2 during the year ended December 31, 2016 . There were no transfer during the year ended December 31, 2017 .

Our overall investment strategy is to realize long-term growth of the Plan within acceptable risk parameters, while funding benefit payments from dividend and interest income, to the extent possible. The target allocations for plan assets are 55.0% equities, 44.5% fixed income and 0.5% cash equivalents. Equity securities are diversified among U.S. and international (both developed and emerging), large, mid and small caps, value and growth securities and real estate investment trusts (“REITs”). The investment objective of equity funds is long-term capital appreciation with current income. Fixed income securities include government agencies, CDs, corporate bonds, municipal bonds, and MBS. The investment objective of fixed income funds is to maximize investment return while preserving investment principal. Mutual funds are primarily used because of the superior diversification they provide.

As of December 31, 2017 , expected future benefit payments related to our defined benefit pension plan, defined benefit pension plan acquired and restoration plan were as follows (in thousands):



	Defined Benefit Pension Plan		Defined Benefit Pension Plan Acquired		Restoration Plan
2018	$	3,758	$	60	$	693
2019	3,964		60		746
2020	4,079		235		805
2021	4,204		125		927
2022	4,393		91		983
2023 through 2027	24,456		528		4,880
	$	44,854	$	1,099	$	9,034

We do no t expect to make additional contributions to the Plan, the Acquired Plan, or the restoration plan in 2018 .

Share-based Incentive Plans

2017 Incentive Plan

On May 10, 2017, our shareholders approved the Southside Bancshares, Inc. 2017 Incentive Plan (the “2017 Incentive Plan”), which is a stock-based incentive compensation plan. A total of 2,460,000 shares of our common stock were reserved and available for issuance pursuant to awards granted under the 2017 Incentive Plan. This amount includes a number of additional shares (not to exceed 410,000 ) underlying awards outstanding as of May 10, 2017 under the Company’s 2009 Incentive Plan that thereafter terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason. Under the 2017 Incentive Plan, we are authorized to grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, and qualified performance-based awards or any combination thereof to selected employees, officers, directors and consultants of the Company and its affiliates. As of December 31, 2017 , there were 2,074,724 shares remaining available for grant for future awards.

All share data for all periods presented has been adjusted to give retroactive recognition to stock dividends unless otherwise indicated. Reference to incentive plans refers to the 2017 Incentive Plan and predecessor incentive plans.

As of December 31, 2017 , 2016 and 2015 , there were 366,292 , 599,498 and 560,464 unvested awards outstanding, respectively. For the years ended December 31, 2017 , 2016 and 2015 , there was $1.8 million , $1.5 million and $1.4 million of share-based compensation expense related to the incentive plans, respectively, and $635,000 , $539,000 and $488,000 of income tax benefit related to the stock compensation expense, respectively.

As of December 31, 2017 , 2016 and 2015 , there was $3.8 million , $5.6 million and $4.0 million of unrecognized compensation cost related to the incentive plans, respectively. The remaining cost at December 31, 2017 is expected to be recognized over a weighted-average period of 2.54 years .

The nonqualified stock options (“NQSOs”) have contractual terms of 10 years and vest in equal annual installments over either a three - or four -year period.

The fair value of each restricted stock units (“RSUs”) is the ending stock price on the date of grant. The RSUs vest in equal annual installments over a one - to four -year period.

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Each award is evidenced by an award agreement that specifies the option price, if applicable, the duration of the award, the number of shares to which the award pertains, and such other provisions as the Board determines.

Historically, shares issued in connection with stock compensation awards have been issued from available authorized shares. Beginning in the second quarter of 2017, shares were issued from available treasury shares. Shares issued in connection with stock compensation awards along with other related information are presented in the following table without the retroactive recognition of stock dividends (in thousands, except share amounts):



	Years Ended December 31,
	2017		2016		2015
New shares issued from available authorized shares	48,311		108,225		28,486
New shares issued from available treasury shares	111,045		—		—
Total	159,356		108,225		28,486

Proceeds from stock option exercises	$	2,692	$	1,663	$	235

The estimated weighted-average grant-date fair value per option and the underlying Black-Scholes option-pricing model assumptions are summarized in the following table for years in which we granted NQSOs pursuant to the incentive plans:



	Years Ended December 31,
	2017	2016	2015
Weighted-average grant date fair value per option	—	$7.18	$6.29
Weighted-average assumptions:
Risk-free interest rates	—	1.79%	2.01%
Expected dividend yield	—	2.69%	3.24%
Expected volatility factors of the market price of Southside Bancshares common stock	—	27.02%	30.91%
Expected option life (in years)	—	6.2	6.3

A combined summary of activity in our share-based plans as of December 31, 2017 is presented below:



	Restricted Stock Units Outstanding				Stock Options Outstanding
	Number of Shares		Weighted- Average Grant-Date Fair Value		Number of Shares		Weighted- Average Exercise Price		Weighted- Average Grant-Date Fair Value
Balance, January 1, 2017	100,923		$	30.70	878,587		$	25.28	$	6.08
Granted	20,536		34.15		—		—		—
Stock options exercised	—		—		(134,231	)	20.06		5.40
Stock awards vested	(29,853	)	29.38		—		—		—
Forfeited	(13,353	)	31.13		(50,245	)	28.94		6.32
Canceled/expired	—		—		(3,799	)	25.71		6.08
Balance, December 31, 2017	78,253		$	32.04	690,312		$	26.02	$	6.19

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Other information regarding options outstanding and exercisable as of December 31, 2017 is as follows:



				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
$	14.67	-	20.00	135,946	$	15.86	4.08	135,946	$	15.86
20.01		-	25.00	148,184	22.93		6.41	106,826	23.00
25.01		-	30.00	259,242	26.73		7.41	119,322	26.63
30.01		-	35.00	—	—		—	—	—
35.01		-	37.28	146,940	37.28		8.84	40,179	37.28
Total				690,312	$	26.02	6.84	402,273	$	23.09

The total intrinsic value of outstanding in-the-money stock options and outstanding in-the-money exercisable stock options was $5.8 million and $4.4 million at December 31, 2017 , respectively. The weighted-average remaining contractual life of options exercisable at December 31, 2017 was 5.94 years .

The total intrinsic value of stock options exercised during the years ended December 31, 2017 , 2016 and 2015 was $1.8 million , $1.3 million and $119,000 , respectively.

Due to adoption of ASU 2016-09 “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” during 2017 , there was no tax benefit realized for the deductions related to stock awards for the year ended December 31, 2017 . However, prior to adoption of the ASU, the tax benefit realized for the deductions related to stock awards was $332,000 and $75,000 for the years ended December 31, 2016 and 2015 , respectively.

12. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

Our hedging policy allows the use of interest rate derivative instruments to manage our exposure to interest rate risk or hedge specified assets and liabilities. These instruments may include interest rate swaps and interest rate caps and floors. All derivative instruments are carried on the balance sheet at their estimated fair value and are recorded in other assets or other liabilities, as appropriate.

Derivative instruments may be designated as cash flow hedges of variable rate assets or liabilities, or as cash flow hedges of forecasted transactions. Gains and losses on derivative instruments designated as cash flow hedges are recorded in accumulated other comprehensive income to the extent that they are effective. The amount recorded in other comprehensive income is reclassified to earnings in the same periods that the hedged cash flows impact earnings. The ineffective portion of changes in fair value is reported in current earnings.

From time to time, we enter into certain interest rate swap contracts on specific variable-rate advance agreements with the FHLB. These interest rate swap contracts were designated as hedging instruments in cash flow hedges under ASC Topic 815. The objective of the interest rate swap contracts is to manage the expected future cash flows on $240.0 million of variable-rate advance agreements with the FHLB. The cash flows from the swap are expected to be effective in hedging the variability in future cash flows attributable to fluctuations in the underlying LIBOR interest rate.

In accordance with ASC Topic 815, if a hedging item is terminated prior to maturity for a cash settlement, the existing gain or loss within accumulated other comprehensive income will continue to be reclassified into earnings during the period or periods in which the hedged forecasted transaction affects earnings unless it is probable that the forecasted transaction will not occur by the end of the originally specified time period. If the forecasted transaction is deemed probable to not occur, the derivative gain or loss reported in accumulated other comprehensive income shall be reclassified into earnings immediately. During the first quarter of 2017, we terminated two interest rate swap contracts designated as cash flow hedges. At the time of termination, we determined that the underlying hedged forecasted transactions were still probable of occurring. The existing gain in accumulated other comprehensive income will be reclassified into earnings in the same periods the hedged forecasted transaction affects earnings.

At December 31, 2017 , net derivative assets included $7.9 million of cash collateral received from counterparties under master netting agreements and net derivative liabilities included $520,000 of cash collateral held by a counterparty subject to a master

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netting agreement. At December 31, 2017 , we had $30,000 of cash collateral receivable that was not offset against derivative liabilities.

From time to time, we may enter into certain interest rate swaps, cap, and floor contracts that are not designated as hedging instruments. These interest rate derivative contracts relate to transactions in which we enter into an interest rate swap, cap, or floor with a customer while concurrently entering into an offsetting interest rate swap, cap, or floor with a third-party financial institution. We agree to pay interest to the customer on a notional amount at a variable rate and receive interest from the customer on a similar notional amount at a fixed interest rate. At the same time, we agree to pay a third-party financial institution the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. These interest rate derivative contracts allow our customers to effectively convert a variable rate loan to a fixed rate loan. The changes in the fair value of the underlying derivative contracts primarily offset each other and do not significantly impact our results of operations. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in current earnings during the period of change. We recognized swap fee income associated with these derivative contracts immediately based upon the difference in the bid/ask spread of the underlying transactions with the customer and the third-party financial institution. The swap fee income is included in other noninterest income in our consolidated statements of income.

The notional amounts of the derivative instruments represent the contractual cash flows pertaining to the underlying agreements. These amounts are not exchanged and are not reflected in the consolidated balance sheets. The fair value of the interest rate swaps are presented at net in other assets and other liabilities when a right of offset exists, based on transactions with a single counterparty that are subject to a legally enforceable master netting agreement.

The following tables present the notional and estimated fair value amount of derivative positions outstanding (in thousands):



	December 31, 2017								December 31, 2016
	Estimated Fair Value								Estimated Fair Value
	Notional Amount ⁽¹⁾		Asset Derivative			Liability Derivative			Notional Amount ⁽¹⁾		Asset Derivative			Liability Derivative
Derivatives designated as hedging instruments
Interest rate contracts:
Swaps-Cash Flow Hedge-Financial institution counterparties	$	240,000	$	7,922		$	22		$	250,000	$	7,069		$	—
Derivatives designated as non-hedging instruments
Interest rate contracts:
Swaps-Financial institution counterparties	67,220		92			612			2,182		85			—
Swaps-Customer counterparties	67,220		612			92			2,182		—			85
Gross derivatives			8,626			726					7,154			85
Offsetting derivative assets/liabilities			(114		)	(114		)			—			—
Cash collateral received/posted			(7,900		)	(520		)			(7,154		)	—
Net derivatives included in the consolidated balance sheets ⁽²⁾			$	612		$	92				$	—		$	85


(1)	Notional amounts, which represent the extent of involvement in the derivatives market, are used to determine the contractual cash flows required in accordance with the terms of the agreement. These amounts are typically not exchanged, significantly exceed amounts subject to credit or market risk, and are not reflected in the consolidated balance sheets.

(2)

Net derivative assets are included in “other assets” and net derivative liabilities are included in “other liabilities” on the consolidated balance sheets. Included in the fair value of net derivative assets and net derivative liabilities are credit valuation adjustments reflecting counterparty credit risk and our credit risk. We had net credit exposure of $30,000 related to interest rate swaps with financial institutions and $612,000 related to interest rate swaps with customers at December 31, 2017 . The credit risk associated with customer transactions is partially mitigated as these transactions are generally secured by the non-cash collateral securing the underlying transaction being hedged. We had no credit exposure related to interest rate swaps with financial or customer counterparties at December 31, 2016 .

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The summarized expected weighted average remaining maturity of the notional amount of interest rate swaps and the weighted average interest rates associated with the amounts expected to be received or paid on interest rate swap agreements are presented below (dollars in thousands). Variable rates received on pay fixed swaps are based on one-month or three-month LIBOR rates in effect at December 31, 2017 and December 31, 2016 :



	December 31, 2017							December 31, 2016
			Weighted Average							Weighted Average
	Notional Amount		Remaining Maturity (in years)	Receive Rate		Pay Rate		Notional Amount		Remaining Maturity (in years)	Receive Rate		Pay Rate
Swaps-Cash Flow Hedge
Financial institution counterparties	$	240,000	5.3	1.44	%	1.43	%	$	250,000	5.4	0.68	%	1.31	%
Swaps-Non-Hedging
Financial institution counterparties	67,220		12.7	1.39		2.37		2,182		9.7	0.62		1.57
Customer counterparties	67,220		12.7	2.37		1.39		2,182		9.7	1.57		0.62

13. FAIR VALUE MEASUREMENT

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability is not adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.

Valuation techniques including the market approach, the income approach and/or the cost approach are utilized to determine fair value. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Valuation policies and procedures are determined by our investment department and reported to our Asset/Liability Committee (“ALCO”) for review. An entity must consider all aspects of nonperforming risk, including the entity’s own credit standing, when measuring fair value of a liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. A fair value hierarchy for valuation inputs gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

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 3 assets recorded at fair value on a nonrecurring basis at December 31, 2017 and 2016 , included loans for which a specific allowance was established based on the fair value of collateral and commercial real estate for which fair value of the properties was less than the cost basis. For both asset classes, the unobservable inputs were the additional adjustments applied by management to the appraised values to reflect such factors as non-current appraisals and revisions to estimated time to sell. These adjustments are determined based on qualitative judgments made by management on a case-by-case basis and are not quantifiable inputs, although they are used in the determination of fair value.

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A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

Certain financial assets are measured at fair value in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of fair value accounting or write-downs of individual assets. Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally coincides with our monthly and/or quarterly valuation process. There were no transfers between Level 1 and Level 2 during the year ended December 31, 2017 .

Securities Available for Sale – U.S. Treasury securities and other equity securities are reported at fair value utilizing Level 1 inputs. Other securities classified as available for sale are reported at fair value utilizing Level 2 inputs. For these securities, we obtain fair value measurements from independent pricing services and obtain an understanding of the pricing methodologies used by these independent pricing services. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things, as stated in the pricing methodologies of the independent pricing services.

We review and validate the prices supplied by the independent pricing services for reasonableness by comparison to prices obtained from, in most cases, two additional third party sources. For securities where prices are outside a reasonable range, we further review those securities, based on internal ALCO approved procedures, to determine what a reasonable fair value measurement is for that security, given available data.

Derivatives – Derivatives are reported at fair value utilizing Level 2 inputs. We obtain fair value measurements from three sources including an independent pricing service and the counterparty to the derivatives designated as hedges. The fair value measurements consider observable data that may include dealer quotes, market spreads, the U.S. Treasury yield curve, live trading levels, trade execution data, credit information and the derivatives’ terms and conditions, among other things. We review the prices supplied by the sources for reasonableness. In addition, we obtain a basic understanding of their underlying pricing methodology. We validate prices supplied by the sources by comparison to one another.

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis, which means that the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). Financial assets and financial liabilities measured at fair value on a nonrecurring basis included foreclosed assets and impaired loans at December 31, 2017 and 2016 .

Foreclosed Assets – Foreclosed assets are initially recorded at fair value less costs to sell. The fair value measurements of foreclosed assets can include Level 2 measurement inputs such as real estate appraisals and comparable real estate sales information, in conjunction with Level 3 measurement inputs such as cash flow projections, qualitative adjustments, and sales cost estimates. As a result, the categorization of foreclosed assets is Level 3 of the fair value hierarchy. In connection with the measurement and initial recognition of certain foreclosed assets, we may recognize charge-offs through the allowance for loan losses.

Impaired Loans – Certain impaired loans may be reported at the fair value of the underlying collateral if repayment is expected solely from the collateral. Collateral values are estimated using Level 3 inputs based on customized discounting criteria or appraisals. At December 31, 2017 and 2016 , the impact of loans with specific reserves based on the fair value of the collateral was reflected in our allowance for loan losses.

Certain nonfinancial assets and nonfinancial liabilities measured at fair value on a recurring basis include reporting units measured at fair value and tested for goodwill impairment.

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The following tables summarize assets measured at fair value on a recurring and nonrecurring basis segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands):



	As of December 31, 2017:
			Fair Value Measurements at the End of the Reporting Period Using
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Recurring fair value measurements
Investment Securities:
U.S. Government Agency Debentures	$	108,869	$	—	$	108,869	$	—
State and Political Subdivisions	392,664		—		392,664		—
Other Stocks and Bonds	5,055		—		5,055		—
Other Equity Securities	5,920		5,920		—		—
Mortgage-backed Securities: ⁽¹⁾
Residential	718,029		—		718,029		—
Commercial	308,218		—		308,218		—
Derivative assets:
Interest rate swaps	8,626		—		8,626		—
Total asset recurring fair value measurements	$	1,547,381	$	5,920	$	1,541,461	$	—

Derivative liabilities:
Interest rate swaps	$	726	$	—	$	726	$	—
Total liability recurring fair value measurements	$	726	$	—	$	726	$	—

Nonrecurring fair value measurements
Foreclosed assets	$	1,767	$	—	$	—	$	1,767
Impaired loans ⁽²⁾	6,536		—		—		6,536
Total asset nonrecurring fair value measurements	$	8,303	$	—	$	—	$	8,303

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	As of December 31, 2016:
			Fair Value Measurements at the End of the Reporting Period Using
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Recurring fair value measurements
Investment Securities:
U.S. Treasury	$	70,069	$	70,069	$	—	$	—
State and Political Subdivisions	385,197		—		385,197		—
Other Stocks and Bonds	6,651		—		6,651		—
Other Equity Securities	5,920		5,920		—		—
Mortgage-backed Securities: ⁽¹⁾
Residential	627,508		—		627,508		—
Commercial	384,255		—		384,255		—
Derivative assets:
Interest rate swaps	7,154		—		7,154		—
Total asset recurring fair value measurements	$	1,486,754	$	75,989	$	1,410,765	$	—

Derivative liabilities:
Interest rate swaps	$	85	$	—	$	85	$	—
Total liability recurring fair value measurements	$	85	$	—	$	85	$	—

Nonrecurring fair value measurements
Foreclosed assets	$	388	$	—	$	—	$	388
Impaired loans ⁽²⁾	9,693		—		—		9,693
Total asset nonrecurring fair value measurements	$	10,081	$	—	$	—	$	10,081


(1)	All mortgage-backed securities are issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.


(2)	Impaired loans represent collateral-dependent loans with a specific valuation allowance. Losses on these loans represent charge-offs which are netted against the allowance for loan losses.

Disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, is required when it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other estimation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Such techniques and assumptions, as they apply to individual categories of our financial instruments, are as follows:

Cash and cash equivalents - The carrying amount for cash and cash equivalents is a reasonable estimate of those assets’ fair value.

Investment and mortgage - backed securities held to maturity - Fair values for these securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices for similar securities or estimates from independent pricing services.

FHLB stock and other investments - The carrying amount of FHLB stock and other investments is a reasonable estimate of the fair value of those assets.

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Loans receivable - For adjustable rate loans that reprice frequently and with no significant change in credit risk, the carrying amounts are a reasonable estimate of those assets’ fair value. The fair value of fixed rate loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Nonperforming loans are estimated using discounted cash flow analyses or the underlying value of the collateral where applicable.

Loans held for sale – The fair value of loans held for sale is determined based on expected proceeds, which are based on sales contracts and commitments.

Deposit liabilities - The fair value of demand deposits, savings accounts, and certain money market deposits is the amount on demand at the reporting date, which is the carrying value. Fair values for fixed rate CDs are estimated using a discounted cash flow calculation that applies interest rates currently being offered for deposits of similar remaining maturities.

Federal funds purchased and repurchase agreements - Federal funds purchased generally have original terms to maturity of one day and repurchase agreements generally have terms of less than one year, and therefore both are considered short-term borrowings. Consequently, their carrying value is a reasonable estimate of fair value.

FHLB borrowings - The fair value of these borrowings is estimated by discounting the future cash flows using rates at which borrowings would be made to borrowers with similar credit ratings and for the same remaining maturities.

Subordinated notes - The fair value of the subordinated notes is estimated by discounting future cash flows using estimated rates at which long-term debt would be made to borrowers with similar credit ratings and for the remaining maturities.

Long-term debt - The fair value of the long-term debt is estimated by discounting future cash flows using estimated rates at which long-term debt would be made to borrowers with similar credit ratings and for the remaining maturities.

The following tables present our financial assets, financial liabilities, and unrecognized financial instruments measured on a nonrecurring basis at both their respective carrying amounts and estimated fair value (in thousands):



			Estimated Fair Value
December 31, 2017	Carrying Amount		Total		Level 1		Level 2		Level 3
Financial Assets:
Cash and cash equivalents	$	198,692	$	198,692	$	198,692	$	—	$	—
Investment Securities:
Held to maturity, at carrying value	413,632		421,928		—		421,928		—
Mortgage-backed Securities:
Held to maturity, at carrying value	495,874		499,872		—		499,872		—
FHLB stock, at cost, and other investments	61,550		61,550		—		61,550		—
Loans, net of allowance for loan losses	3,273,575		3,269,316		—		—		3,269,316
Loans held for sale	2,001		2,001		—		2,001		—
Financial Liabilities:
Deposits	$	4,515,447	$	4,506,133	$	—	$	4,506,133	$	—
Federal funds purchased and repurchase agreements	9,498		9,498		—		9,498		—
FHLB borrowings	1,017,361		1,008,292		—		1,008,292		—
Subordinated notes, net of unamortized debt issuance costs	98,248		99,665		—		99,665		—
Trust preferred subordinated debentures, net of unamortized debt issuance costs	60,241		47,622		—		47,622		—

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			Estimated Fair Value
December 31, 2016	Carrying Amount		Total		Level 1		Level 2		Level 3
Financial Assets:
Cash and cash equivalents	$	169,654	$	169,654	$	169,654	$	—	$	—
Investment Securities:
Held to maturity, at carrying value	425,810		429,912		—		429,912		—
Mortgage-backed Securities:
Held to maturity, at carrying value	511,677		514,370		—		514,370		—
FHLB stock, at cost, and other investments	66,592		66,592		—		66,592		—
Loans, net of allowance for loan losses	2,538,626		2,630,009		—		—		2,630,009
Loans held for sale	7,641		7,641		—		7,641		—
Financial Liabilities:
Deposits	$	3,533,076	$	3,293,352	$	—	$	3,293,352	$	—
Federal funds purchased and repurchase agreements	7,097		7,097		—		7,097		—
FHLB borrowings	1,309,646		1,331,517		—		1,331,517		—
Subordinated notes, net of unamortized debt issuance costs	98,100		101,627		—		101,627		—
Trust preferred subordinated debentures, net of unamortized debt issuance costs	60,236		45,147		—		45,147		—

The fair value estimate of financial instruments for which quoted market prices are unavailable is dependent upon the assumptions used. Consequently, those estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Accordingly, the aggregate fair value amounts presented in the above fair value table do not necessarily represent their underlying value.

14. SHAREHOLDERS’ EQUITY

Cash dividends declared and paid were $1.11 , $1.01 and $1.00 per share for the years ended December 31, 2017 , 2016 and 2015 , respectively. Future dividends will depend on our earnings, financial condition and other factors which the board of directors considers to be relevant. Our dividend policy requires that any cash dividend payments made may not exceed consolidated earnings for that year.

On December 6, 2016, we entered into an underwriting agreement, pursuant to which we sold 2,185,000 shares of our common stock at a price of $36.50 per share. We received $76.0 million in net proceeds, after deducting underwriting discounts and costs. These net proceeds were used primarily for general corporate purposes.

We are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. Our capital amounts and classification are also subject to qualitative judgments by the regulators regarding components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require us to maintain minimum amounts and ratios (set forth in the table below) of Common Equity Tier 1, Tier 1 and Total Capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 Capital (as defined) to average assets (as defined). At December 31, 2017 , we exceeded all regulatory minimum capital requirements.

As of December 31, 2017 , the most recent notification from the FDIC categorized us as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized we must maintain minimum Common Equity Tier 1 risk-based, Tier 1 risk-based, Total risk-based and Tier 1 leverage ratios as set forth in the table below. There are no conditions or events since that notification that management believes have changed our category.

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	Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective Actions Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
As of December 31, 2017:	(dollars in thousands)
Common Equity Tier 1 (to Risk Weighted Assets)
Consolidated	$	570,610	14.65	%	$	175,216	4.50	%	N/A		N/A
Bank Only	$	711,157	18.27	%	$	175,145	4.50	%	$	252,987	6.50	%
Tier 1 Capital (to Risk Weighted Assets)
Consolidated	$	627,532	16.12	%	$	233,621	6.00	%	N/A		N/A
Bank Only	$	711,157	18.27	%	$	233,527	6.00	%	$	311,369	8.00	%
Total Capital (to Risk Weighted Assets)
Consolidated	$	748,532	19.22	%	$	311,495	8.00	%	N/A		N/A
Bank Only	$	733,909	18.86	%	$	311,369	8.00	%	$	389,211	10.00	%
Tier 1 Capital (to Average Assets) ⁽¹⁾
Consolidated	$	627,532	11.16	%	$	224,844	4.00	%	N/A		N/A
Bank Only	$	711,157	12.66	%	$	224,741	4.00	%	$	280,926	5.00	%
As of December 31, 2016:
Common Equity Tier 1 (to Risk Weighted Assets)
Consolidated	$	461,158	14.64	%	$	141,759	4.50	%	N/A		N/A
Bank Only	$	566,423	17.98	%	$	141,734	4.50	%	$	204,726	6.50	%
Tier 1 Capital (to Risk Weighted Assets)
Consolidated	$	515,831	16.37	%	$	189,013	6.00	%	N/A		N/A
Bank Only	$	566,423	17.98	%	$	188,978	6.00	%	$	251,971	8.00	%
Total Capital (to Risk Weighted Assets)
Consolidated	$	633,289	20.10	%	$	252,017	8.00	%	N/A		N/A
Bank Only	$	585,781	18.60	%	$	251,971	8.00	%	$	314,964	10.00	%
Tier 1 Capital (to Average Assets) ⁽¹⁾
Consolidated	$	515,831	9.46	%	$	218,029	4.00	%	N/A		N/A
Bank Only	$	566,423	10.40	%	$	217,892	4.00	%	$	272,365	5.00	%


(1)	Refers to quarterly average assets as calculated in accordance with policies established by bank regulatory agencies.

Our payment of dividends is limited under regulation. The amount that can be paid in any calendar year without prior approval of our regulatory agencies cannot exceed the lesser of net profits (as defined) for that year plus the net profits for the preceding two calendar years, or retained earnings.

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15. DIVIDEND REINVESTMENT AND COMMON STOCK REPURCHASE PLAN

We have a Dividend Reinvestment Plan funded by stock authorized but not yet issued. Proceeds from the sale of the common stock will be used for general corporate purposes and could be directed to our subsidiaries. For the year ended December 31, 2017 , 43,650 shares were sold under this plan at an average price of $33.99 per share, reflective of other trades at the time of each sale. For the year ended December 31, 2016 , 44,575 shares were sold under this plan at an average price of $31.65 per share, reflective of other trades at the time of each sale.

Our board continually evaluates the Company’s capital needs and those of Southside Bank and may, at their discretion, initiate, modify or discontinue an authorized stock repurchase plan. During 2016, 443,426 shares of common stock were purchased under an authorized stock repurchase plan at a cost of $10.2 million . There were no purchases of shares of common stock under a stock repurchase plan during 2017 or 2015.

16. INCOME TAXES

The income tax expense included in the accompanying statements of income consists of the following (in thousands):



	Years Ended December 31,
	2017		2016		2015
Current income tax expense	$	12,607	$	8,557	$	10,671
Deferred income tax expense (benefit)	3,514		1,768		(3,392		)
Income tax expense	$	16,121	$	10,325	$	7,279

The components of the net deferred tax asset (liability) as of December 31, 2017 and 2016 are summarized below (in thousands):



	Assets		Liabilities
Allowance for loan losses	$	4,364	$
Retirement and other benefit plans			(2,102	)
Premises and equipment			(5,716	)
Core deposit intangible			(3,660	)
Unrealized losses on securities available for sale	4,285
Effective hedging derivatives			(1,701	)
Fair value adjustment on loans	2,607
Fair value adjustment on time deposits			(54	)
Alternative minimum tax credit	6,943
Unfunded status of defined benefit plan	7,018
State business tax credit	544
Stock-based compensation	642
Other			(966	)
Gross deferred tax assets (liabilities)	26,403		(14,199	)
Net deferred tax asset at December 31, 2017	$	12,204

Allowance for loan losses	$	6,269	$
Retirement and other benefit plans			(2,707	)
Premises and equipment			(5,273	)
Core deposit intangible			(1,576	)
Unrealized losses on securities available for sale	12,286
Effective hedging derivatives			(2,474	)
Fair value adjustment on loans	1,404
Alternative minimum tax credit	8,776
Unfunded status of defined benefit plan	10,436
State business tax credit	604
Stock-based compensation	995
Other	151
Gross deferred tax assets (liabilities)	40,921		(12,030	)
Net deferred tax asset at December 31, 2016	$	28,891

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A reconciliation of tax at statutory rates and total tax expense is as follows (dollars in thousands):



	Years Ended December 31,
	2017					2016					2015
	Amount			Percent of Pre-Tax Income		Amount			Percent of Pre-Tax Income		Amount			Percent of Pre-Tax Income
Statutory tax expense	$	24,652		35.0	%	$	20,886		35.0	%	$	17,946		35.0	%
Increase (decrease) in taxes from:
Tax rate changes	2,416			3.4	%	—			—		—			—
Tax exempt interest	(10,195		)	(14.5	)%	(9,879		)	(16.6	)%	(9,975		)	(19.5	)%
Bank owned life insurance	(885		)	(1.2	)%	(915		)	(1.5	)%	(914		)	(1.8	)%
Share-based compensation	(482		)	(0.7	)%	—			—		(75		)	(0.1	)%
Acquisition costs	467			0.7	%	—			—		—			—
State business tax	68			0.1	%	71			0.1	%	—			—
Other, net	80			0.1	%	162			0.3	%	297			0.6	%
Income tax expense	$	16,121		22.9	%	$	10,325		17.3	%	$	7,279		14.2	%

The Tax Cuts and Jobs Act was enacted on December 22, 2017. The Act reduces the U.S. federal corporate tax rate from 35% to 21%. We remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. However, we are still analyzing certain aspects of the Act and refining our calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. The provisional amount recorded related to the remeasurement of our net deferred tax asset balance was $2.4 million , an increase to the effective tax rate (“ETR”) of 3.4% .

The Tax Cuts and Jobs Act repealed the existing Alternative Minimum Tax (“AMT”). As of December 31, 2017 , we had a remaining AMT tax credit of $6.9 million . This existing tax credit carryforward can be used to offset regular future tax liability. Additionally, this AMT credit is refundable in any taxable year after 2017 and before 2022 in an amount equal to 50% of the excess of the minimum tax credit for the taxable year over the amount of the credit allowable for the year against regular tax liability. We expect to realize the remaining AMT tax credit in 2018 to offset tax liability.

During the first quarter of 2017, we adopted a new accounting standard that impacted how the income tax effects associated with stock-based compensation are recognized. See “Note 1 - Summary of Significant Accounting and Reporting Policies” for additional information. The adoption of the standard reduced income tax expense by $482,000 and the ETR by 0.7% for the year ended December 31, 2017 .

We file income tax returns in the U.S. federal jurisdiction and in certain states. We are no longer subject to U.S. federal income tax examinations by tax authorities for years before 2014 or Texas state tax examinations by tax authorities for years before 2013. No valuation allowance for deferred tax assets was recorded at December 31, 2017 or 2016 as management believes it is more likely than not that all of the deferred tax assets will be realized in future years. Unrecognized tax benefits were not material at December 31, 2017 or 2016 .

17. OFF-BALANCE-SHEET ARRANGEMENTS, COMMITMENTS AND CONTINGENCIES

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Financial instruments with off-balance-sheet risk were as follows (in thousands):



	At December 31, 2017		At December 31, 2016
Unused commitments:
Commitments to extend credit	$	804,715	$	665,663
Standby letters of credit	14,890		9,075
Total	$	819,605	$	674,738

Lease Commitments . We lease certain branch facilities and office equipment under operating leases. It is expected that certain leases will be renewed, or equipment replaced with new leased equipment, as these leases expire.

Future minimum rental commitments due under non-cancelable operating leases at December 31, 2017 were as follows (in thousands):



2018	$	1,496
2019	1,106
2020	796
2021	480
2022	294
2023 and thereafter	72
	$	4,244

Rent expense for branch facilities was $1.7 million , $3.9 million , and $2.5 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. Rent expense for leased equipment was $178,000 , $261,000 , and $297,000 for the years ended December 31, 2017 , 2016 , and 2015 , respectively.

We acquired a 202,000 square-foot office building in Fort Worth, Texas upon completion of the Omni acquisition that is used for a branch location and certain bank operations. We occupy approximately 41,000 square feet of the building and lease the remaining space to various tenants. Gross rental income from these leases of $3.1 million , $3.1 million , and $2.8 million was recognized for the years ended December 31, 2017 , 2016 , and 2015 , respectively. At December 31, 2017 , non-cancelable operating leases for the building with future minimum lease payments are as follows (in thousands):



2018	$	2,929
2019	2,501
2020	2,392
2021	1,474
2022	1,480
2023 and thereafter	5,264
	$	16,040

It is expected that certain leases will be renewed, or equipment replaced with new leased equipment, as these leases expire.

Securities . In the normal course of business we buy and sell securities. There were no unsettled trades to purchase securities at December 31, 2017 . As of December 31, 2016 , there were $160,000 of unsettled trades to purchase securities. There were no unsettled trades to sell securities as of December 31, 2017 or 2016 , respectively.

Deposits. There were no unsettled issuances of brokered CDs at December 31, 2017 or December 31, 2016 .

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Litigation . We are involved with various litigation in the normal course of business. Management, after consulting with our legal counsel, believes that any liability resulting from litigation will not have a material effect on our financial position, results of operations or liquidity.

18. SIGNIFICANT GROUP CONCENTRATIONS OF CREDIT RISK

Although we have a diversified loan portfolio, a significant portion of our loans are collateralized by real estate. Repayment of these loans is in part dependent upon the economic conditions in the market area. See “Item 1. Business – Market Area.” Part of the risk associated with real estate loans has been mitigated since 31.6% of this group represents loans collateralized by residential dwellings that are primarily owner occupied . Losses on this type of loan have historically been less than those on speculative properties. Many of the remaining real estate loans are collateralized primarily with non owner-occupied commercial real estate.

The MBS we hold consist exclusively of U.S. agency pass-through securities which are either directly or indirectly backed by the full faith and credit of the United States Government or guaranteed by GSEs. The GNMA mortgage-backed securities are backed by the full faith and credit of the United States Government. The Fannie Mae and Freddie Mac U.S. agency GSE guaranteed MBS are not backed by the full faith and credit of the United States government.

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19. PARENT COMPANY FINANCIAL INFORMATION

Condensed financial information for Southside Bancshares, Inc. (parent company only) was as follows (in thousands, except share amounts):



CONDENSED BALANCE SHEETS	December 31,
	2017			2016
ASSETS
Cash and due from banks	$	8,483		$	42,968
Investment in bank subsidiaries at equity in underlying net assets	894,010			625,046
Investment in nonbank subsidiaries at equity in underlying net assets	1,826			2,554
Other assets	10,350			8,237
Total assets	$	914,669		$	678,805
LIABILITIES
Subordinated notes, net of unamortized debt issuance costs	$	98,248		$	98,100
Trust preferred subordinated debentures, net of unamortized debt issuance costs	60,241			60,236
Other liabilities	2,040			2,195
Total liabilities	160,529			160,531
SHAREHOLDERS’ EQUITY
Common stock ($1.25 par, 40,000,000 shares authorized, 37,802,352 shares issued at December 31, 2017 and 31,455,951 shares issued at December 31, 2016)	47,253			39,320
Paid-in capital	757,439			535,240
Retained earnings	32,851			30,098
Treasury stock, at cost (2,802,019 at December 31, 2017 and 2,913,064 at December 31, 2016)	(47,105		)	(47,891		)
Accumulated other comprehensive loss	(36,298		)	(38,493		)
Total shareholders’ equity	754,140			518,274
Total liabilities and shareholders’ equity	$	914,669		$	678,805

CONDENSED STATEMENTS OF INCOME



	Years Ended December 31,
	2017		2016		2015
Income
Dividends from subsidiary	$	27,000	$	30,000	$	17,600
Interest income	60		51		44
Total income	27,060		30,051		17,644
Expense
Interest expense	7,646		3,334		1,455
Other	5,869		3,227		3,193
Total expense	13,515		6,561		4,648
Income before income tax expense	13,545		23,490		12,996
Income tax benefit	4,242		2,278		1,612
Income before equity in undistributed earnings of subsidiaries	17,787		25,768		14,608
Equity in undistributed earnings of subsidiaries	36,525		23,581		29,389
Net income	$	54,312	$	49,349	$	43,997

138

CONDENSED STATEMENTS OF CASH FLOW



	Years Ended December 31,
	2017			2016			2015

OPERATING ACTIVITIES:
Net Income	$	54,312		$	49,349		$	43,997
Adjustments to reconcile net income to net cash provided by operations:
Amortization	153			45			—
Equity in undistributed earnings of subsidiaries	(36,525		)	(23,581		)	(29,389		)
(Increase) decrease in other assets	(2,113		)	(1,035		)	2,716
(Decrease) increase in other liabilities	(155		)	1,564			(3,709		)
Net cash provided by operating activities	15,672			26,342			13,615
INVESTING ACTIVITIES:
Investment in subsidiaries	890			(126,000		)	(10		)
Net cash paid for acquisition	(22,801		)	—			—
Net cash used in investing activities	(21,911		)	(126,000		)	(10		)
FINANCING ACTIVITIES:
Net proceeds from issuance of subordinated long-term debt	—			98,060			—
Purchase of common stock	—			(10,199		)	—
Proceeds from issuance of common stock	3,953			78,962			1,536
Dividends paid	(32,199		)	(25,963		)	(25,071		)
Net cash (used in) provided by financing activities	(28,246		)	140,860			(23,535		)

Net (decrease) increase in cash and cash equivalents	(34,485		)	41,202			(9,930		)
Cash and cash equivalents at beginning of period	42,968			1,766			11,696
Cash and cash equivalents at end of period	$	8,483		$	42,968		$	1,766

139


20.	QUARTERLY FINANCIAL INFORMATION OF REGISTRANT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share amounts)



	2017
	Fourth Quarter			Third Quarter		Second Quarter			First Quarter

Interest income	$	50,104		$	46,473	$	46,009		$	44,888
Interest expense	11,798			11,513		10,585			9,608
Net interest income	38,306			34,960		35,424			35,280
Provision for loan losses	1,271			960		1,346			1,098
Net (loss) gain on sale of securities available for sale	(249		)	627		(75		)	322
Noninterest income excluding net securities gains	9,348			8,781		9,368			9,351
Noninterest expense	29,933			25,007		25,537			25,858
Income before income tax expense	16,201			18,401		17,834			17,997
Income tax expense	5,870			3,890		3,353			3,008
Net income	10,331			14,511		14,481			14,989
Earnings per common share
Basic	$	0.33		$	0.49	$	0.49		$	0.51
Diluted	$	0.33		$	0.49	$	0.49		$	0.51



	2016
	Fourth Quarter			Third Quarter		Second Quarter		First Quarter

Interest income	$	43,680		$	41,132	$	41,089	$	43,012
Interest expense	9,039			7,202		6,711		6,396
Net interest income	34,641			33,930		34,378		36,616
Provision for loan losses	2,065			1,631		3,768		2,316
Net (loss) gain on sale of securities available for sale	(2,676		)	2,343		728		2,441
Noninterest income excluding net securities gains	9,389			9,389		8,642		9,155
Noninterest expense	25,877			28,425		25,813		29,407
Income before income tax expense	13,412			15,606		14,167		16,489
Income tax expense	1,839			2,741		2,772		2,973
Net income	11,573			12,865		11,395		13,516
Earnings per common share
Basic	$	0.42		$	0.48	$	0.42	$	0.50
Diluted	$	0.42		$	0.48	$	0.42	$	0.50

140

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

141

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), undertook an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2017 and, based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of that date in recording, processing, summarizing and reporting in a timely manner the information that the Company is required to disclose in its reports under the Exchange Act and in accumulating and communicating to the Company’s management, including the Company’s CEO and CFO, such information as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

No changes were made to our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the last fiscal quarter of the period covered by this report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, is a process designed by, or under the supervision of, our CEO and CFO and effected by our board of directors, management and other personnel 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 and includes those policies and procedures that:


•	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;


•	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and


•	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2017 . In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (“2013 framework”).

Management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Diboll State Bancshares, Inc. Diboll State Bancshares, Inc. was acquired in a purchase business combination on November 30, 2017 and is included in the 2017 consolidated financial statements of Southside Bancshares, Inc. and subsidiaries. Diboll State Bancshares, Inc. constituted $1.1 billion and $151.7 million of total and net assets, respectively, as of December 31, 2017.

Based on this assessment, management concluded that we maintained effective internal control over financial reporting as of December 31, 2017 .

The effectiveness of our internal control over financial reporting as of December 31, 2017 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears in this Item under the heading “Attestation Report of Independent Registered Public Accounting Firm.”

Southside Bancshares, Inc.

February 28, 2018

142

Attestation Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Southside Bancshares, Inc.

Opinion on Internal Control over Financial Reporting

We have audited Southside Bancshares, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2017, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Southside Bancshares, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting , management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Diboll State Bancshares, Inc., which is included in the 2017 consolidated financial statements of the Company and constituted $1.1 billion and $151.7 million of total and net assets, respectively, as of December 31, 2017. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Diboll State Bancshares, Inc.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2017 and 2016, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and our report dated February 28, 2018 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

/s/ Ernst & Young LLP

Dallas, TX

February 28, 2018

143

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item is incorporated herein by reference to our Proxy Statement (Schedule 14A) for our 2018 Annual Meeting of shareholders to be filed with the SEC within 120 days of our fiscal year-end.

ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

1. Financial Statements

The information required by this item is set forth in Part II. See Part II—Item 8. Financial Statements and Supplementary Data.

2. Financial Statement Schedules

All schedules are omitted because they are not applicable or not required, or because the required information is included in the consolidated financial statements or notes thereto.

3. Exhibits

The following exhibits listed in the Exhibit Index (following ITEM 16 in this report) are filed with, or incorporated by reference in, this report.

ITEM 16. FORM 10-K SUMMARY

Not applicable.

144

INDEX TO EXHIBITS

Incorporated by Reference

Exhibit Number

Exhibit Description

Filed Herewith

Exhibit

Form

Filing Date

File No.

(2)

Plan of acquisition, reorganization, arrangement, liquidation or succession

2.1

Agreement and Plan of Merger , dated April 28, 2014, by and among Southside Bancshares, Inc., Omega Merger Sub, Inc. and OmniAmerican Bancorp, Inc.

10-Q

05/09/2014

0-12247

2.2

Agreement and Plan of Merger, dated June 12, 2017, by and among Southside Bancshares, Inc., Rocket Merger Sub, Inc. and Diboll State Bancshares, Inc.

2.1

10-Q

07/28//2017

0-12247

(3)

Articles of Incorporation and Bylaws

3.1

Restated Certificate of Formation of Southside Bancshares, Inc.

3 (a)

10-Q

05/09/2014

0-12247

3.2

Amended and Restated Bylaws of Southside Bancshares, Inc .

3.1

8-K

02/22/2018

0-12247

(4)

Instruments defining the rights of security holders, including indentures

4.1

Subordinated Indenture , dated as of September 19, 2016, by and between the Company and Wilmington Trust, National Association, as Trustee.

4.1

8-K

9/19/2016

0-12247

4.2

First Supplemental Indenture , dated as of September 19, 2016 by and between the Company and Wilmington Trust, National Association, as Trustee, including the form of the Notes attached as Exhibit A thereto.

4.2

8-K

09/19/2016

0-12247

4.3

Management agrees to furnish to the Securities and Exchange Commission, upon request, a copy of any other agreements or instruments of Southside Bancshares, Inc. and its subsidiaries defining the rights of holders of any long-term debt whose authorization does not exceed 10% of total assets.

(10)

Material Contracts

10.1

Officers Long-term Disability Income Plan effective June 25, 1990 (filed as Exhibit 10(b) to the Registrant’s Form 10-K for the year ended June 30, 1990, and incorporated herein by reference).

**10 (b)

10-K

1991

10.2

Retirement Plan Restoration Plan for the subsidiaries of SoBank, Inc. (now named Southside Bancshares, Inc.)

**10 (c)

10-K

1993

10.3

Form of Deferred Compensation Agreements dated June 30, 1994 with each of Sam Dawson, Lee Gibson and Jeryl Story, as amended October 15, 1997

**10 (f)

10-K

03/30/1998

0-12247

10.4

Deferred Compensation Agreement dated December 12, 2008, by and between Southside Bank and Julie Shamburger

**10.3

10-Q

04/28/2017

0-12247

145

10.5

Deferred Compensation Agreement dated December 12, 2008, by and between Southside Bank and Tim Alexander

**10.2

10-Q

04/28/2017

0-12247

10.6

Deferred Compensation Agreement dated January 14, 2009, by and between Southside Bank and Bill Clawater

10.7

Deferred Compensation Agreement dated January 12, 2009, by and between Southside Bank and Brian McCabe

10.8

Split dollar compensation plan dated September 7, 2004 with Lee R. Gibson, III

**10 (i)

8-K

10/19/2004

3-17203

10.9

Split dollar compensation plan dated August 31, 2004 with Charles E. Dawson

**10 (k)

8-K

10/19/2004

3-17203

10.10

Employment Agreement dated October 22, 2007, by and between Southside Bank and Lee R. Gibson

**10 (l)

8-K

10/26/2007

3-17203

10.11

Employment Agreement dated June 4, 2008, by and between Southside Bank and Julie Shamburger

**10.1

10-Q

04/28/2017

0-12247

10.12

Employment Agreemen t dated October 22, 2007, by and between Southside Bank and Sam Dawson

**10 (m)

8-K

10/26/2007

3-17203

10.13

Employment Agreement dated April 28, 2014, by and between Southside Bank, Southside Bancshares, Inc, and Tim Carter

**10.2

S-4

7/18/2014

3-196817

10.14

Employment Agreement dated November 17, 2008, by and between Southside Bank and Brian McCabe

10.15

Amended and Restated Employment Agreement dated September 13, 2017, by and between Southside Bank, Southside Bancshares, Inc, and Tim Carter

**10.1

10-Q

10/27/2017

0-122247

10.16

Key Employee Retention Agreement, dated as of June 12, 2017 by and between Southside Bank and Hilliard J. Shands, III

**10.1

8-K

12/1/2017

0-122247

10.17

Southside Bancshares, Inc. 2009 Incentive Plan

**99.1

8-K

4/20/2009

3-17203

10.18

Form of Southside Bancshares, Inc. Nonstatutory Stock Option Award Certificate for purchase of Options pursuant to the Southside Bancshares, Inc. 2009 Incentive Plan

**10.1

10-Q

8/8/2011

3-17203

10.19

Form of Southside Bancshares, Inc. Restricted Stock Unit Award Certificate for grant of Units pursuant to the Southside Bancshares, Inc. 2009 Incentive Plan

**10.2

10-Q

8/8/2011

3-17203

10.20

Southside Bancshares, Inc. 2017 Incentive Plan

**10.1

8-K

05/12/2017

0-12247

10.21

Form of Southside Bancshares, Inc. Restricted Stock Unit Award Certificate for grant of Units pursuant to the Southside Bancshares, Inc. 2017 Incentive Plan

**10.2

10-Q

10/27/20017

0-12247

146

10.22

Form of Southside Bancshares, Inc. Nonstatutory Stock Option Award Certificate for purchase of Options pursuant to the Southside Bancshares, Inc. 2017 Incentive Plan

**10.3

10-Q

10/27/20017

0-12247

(21)

Subsidiaries of the registrant

Subsidiaries of the Registrant.

(23)

Consents of experts and counsel

23.1

Consent of Independent Registered Public Accounting Firm

(31)

Rule 13a-14(a)/15d-14(a) Certifications

31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(32)

Section 1350 Certification

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(101)

Interactive Date File

101.INS

XBRL Instance Document.

101.SCH

XBRL Taxonomy Extension Schema Document.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

**Compensation plan, benefit plan or employment contract or arrangement.

147

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



		SOUTHSIDE BANCSHARES, INC.


DATE:	February 28, 2018	BY:	/s/ Lee R. Gibson
			Lee R. Gibson, CPA
			President and Chief Executive Officer
			(Principal Executive Officer)




DATE:	February 28, 2018	BY:	/s/ Julie N. Shamburger
			Julie N. Shamburger, CPA
			Senior Executive Vice President and Chief Financial Officer
			(Principal Financial and Accounting Officer)

148

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.



	Signature	Title	Date

/s/	Joe Norton	Chairman of the Board	February 28, 2018
	W.D. (Joe) Norton	and Director

/s/	John R. (Bob) Garrett	Vice Chairman of the Board	February 28, 2018
	John R. (Bob) Garrett	and Director

/s/	Lee R. Gibson	President, Chief Executive Officer	February 28, 2018
	Lee R. Gibson	and Director

/s/	Lawrence Anderson	Director	February 28, 2018
	Lawrence Anderson

/s/	S. Elaine Anderson	Director	February 28, 2018
	S. Elaine Anderson

/s/	Michael Bosworth	Director	February 28, 2018
	Michael Bosworth

/s/	Herbert C. Buie	Director	February 28, 2018
	Herbert C. Buie

/s/	Alton Cade	Director	February 28, 2018
	Alton Cade Jr.

/s/	Patricia A. Callan	Director	February 28, 2018
	Patricia A. Callan

/s/	Melvin B. Lovelady	Director	February 28, 2018
	Melvin B. Lovelady

/s/	Tony Morgan	Director	February 28, 2018
	Tony Morgan

/s/	John Sammons	Director	February 28, 2018
	John Sammons, Jr.

/s/	H,J. Shands, III	Director	February 28, 2018
	H.J. Shands, III

/s/	William Sheehy	Director	February 28, 2018
	William Sheehy

/s/	Preston L. Smith	Director	February 28, 2018
	Preston L. Smith

/s/	Don W. Thedford	Director	February 28, 2018
	Don W. Thedford

/s/	M. Richard Warner	Director	February 28, 2018
	M. Richard Warner

149

EXHIBIT 10.6

DEFERRED COMPENSATION AGREEMENT

THIS AGREEMENT is entered into, effective as of the date executed, by and between SOUTHSIDE BANK, a corporation organized and existing under the laws of the State of Texas, hereinafter called BANK, and BILL CLAWATER, hereinafter called EXECUTIVE.

W I T N E S S E T H:

The Board of Directors of BANK have determined that the service of EXECUTIVE to BANK since employment of EXECUTIVE has been of exceptional merit and has constituted an invaluable contribution to the general welfare of BANK. The Board of Directors has further determined that the continued service of EXECUTIVE on behalf of BANK is essential to the future growth and profit of BANK and it is in the best interest of BANK to arrange for financial incentives for EXECUTIVE to remain in the employment of BANK for the balance of his work lifetime.

II.

BANK agrees to employ EXECUTIVE in such capacity as BANK may from time to time determine. EXECUTIVE will continue in the employment of BANK in such capacity and with such duties and responsibilities as may from time to time be assigned to such EXECUTIVE. BANK shall have sole discretion over compensation to be paid to EXECUTIVE for the performance of such services. EXECUTIVE agrees to well and truly perform his duties and obligations as an employee of BANK and will use his best efforts to furnish faithful and satisfactory services to BANK. Nothing in this Agreement shall be construed as any limitation of the BANK's right and privilege to discontinue the employment of the EXECUTIVE at any time, subject to the deferred compensation provisions set forth in this Agreement.

III.

It is specifically agreed that if EXECUTIVE remains in the employment of BANK until his disability, death, or attainment of age 65, whichever occurs first, BANK agrees to pay the sum of THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($300,000.00) to EXECUTIVE or his surviving spouse or designated beneficiaries as hereinafter provided. Such deferred compensation shall be payable commencing on the 1st day of the month following the first of the following events to occur while EXECUTIVE is employed by the BANK:

A. The disability of EXECUTIVE. For purposes of this Agreement, disability shall mean that EXECUTIVE, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous

LEGAL02/31063425v1

period of not less than 12 months, is receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the BANK or, in the absence of such a plan, is determined to be totally and permanently disabled by the Social Security Administration;

B. The EXECUTIVE’S separation from service with the Bank after attainment of age 65; or

C. The death of EXECUTIVE,

Deferred compensation, when it commences, shall be payable in 120 equal consecutive monthly installments of TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500.00) each.

IV.

EXECUTIVE shall have the right to name a beneficiary other than his spouse, provided, such designation of beneficiary be in writing and signed by EXECUTIVE and EXECUTIVE'S spouse, and delivered to BANK. Such designation of beneficiary may provide for alternative beneficiaries if the designated beneficiary fails to survive EXECUTIVE or fails to survive the term of payout, as provided above. Failure to designate a beneficiary in accordance with the terms hereof shall be deemed an election by EXECUTIVE that such benefit as provided herein shall go to the surviving spouse or, should the EXECUTIVE'S spouse die simultaneously or predecease him or die during the term of the payment of benefits, to his then surviving children in equal portions.

If EXECUTIVE should die prior to age 65 or disability and such death is the result of a suicide, the death benefits provided in this Agreement shall not be payable unless such suicide occurs after the lapsing of any anti-suicide provisions contained in any insurance policy purchased by BANK upon the life of EXECUTIVE, should BANK so elect to purchase such insurance for its own benefit. If there is no policy, no death benefit shall be payable if death is the result of a suicide.

VI.

If for any reason other than good cause, EXECUTIVE'S employment is involuntarily terminated by BANK, such termination shall not terminate this Agreement and shall be deemed to be the same as a separation from service after attainment of age 65 for purposes of this Agreement. For the purposes of this Agreement, "good cause" shall be defined as action or inaction equivalent to habitual dereliction of duty, gross insubordination, willful misconduct, criminal conduct, gross negligence, or willful or malicious violation of federal or state banking statutes with the intent by the EXECUTIVE to derive personal financial benefit or to do financial harm to the Bank.

- 2 -

LEGAL02/31063425v1

VII.

If, prior to a Change in Control, EXECUTIVE terminates employment (as contrasted with termination initiated by BANK) prior to attainment of age 65 for any reason other than death or disability, no amounts shall be due EXECUTIVE under this Agreement. If, after a Change in Control, the EXECUTIVE terminates employment (as contrasted with termination initiated by BANK) prior to attainment of age 65 for any reason other than death, disability, or good reason, no amounts shall be due EXECUTIVE under this Agreement. After a Change in Control, a termination for good reason shall be deemed the same as involuntary termination by the BANK for the purposes of this Agreement. For purposes of this Agreement "good reason" shall mean that the EXECUTIVE resigns from his position(s) with the BANK after the occurrence of any of the following as determined by the EXECUTIVE in good faith:

(i) Without his express written consent, the assignment to the EXECUTIVE of any duties that are clearly inconsistent with his positions, duties, responsibilities and status with the BANK as in effect immediately before the execution of this Agreement or a detrimental change in his titles or offices as in effect immediately before execution of this Agreement, or any removal of the EXECUTIVE from or any failures to re-elect the EXECUTIVE to any of such positions, except in connection with the termination of his employment for good cause or as a result of his disability or death;

(ii) A reduction of the EXECUTIVE'S base salary or overall compensation (other than as a result of year to year variations in bonuses consistent with past practices or consistent with the similar reductions applied to the BANK's entire workforce) without the prior written consent of the EXECUTIVE;

(iii) The BANK shall relocate its principal executive offices or require EXECUTIVE to have as his principal location of work any location which is in excess of thirty (30) miles from the current location of the BANK or to travel away from his office in the course of discharging his responsibilities or duties hereunder more than thirty (30) consecutive calendar days or an aggregate of more than ninety (90) calendar days in any consecutive three hundred sixty-five (365) calendar-day period without in either case his prior consent; or

(v) Failure by the BANK to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the BANK, by agreement in form and substance satisfactory to the EXECUTIVE, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the BANK would be required to perform it if no such succession had taken place.

- 3 -

LEGAL02/31063425v1

(vi) As a result of a Change in Control of the BANK or of Southside Bancshares, Inc. ("BHC") and a change in circumstances thereafter significantly affecting his position, the EXECUTIVE is rendered substantially unable to carry out, or has been substantially hindered in the performance of, any of the authorities, powers, functions, responsibilities or duties attached to his position immediately prior to the Change in Control of the BANK, which situation is not remedied within thirty (30) calendar days after receipt by the BANK of written notice from the EXECUTIVE of such determination. For purposes of this section, a "Change in Control" shall be deemed to have occurred in the event of any of the following:

(1) a change in the ownership of the capital stock of the BANK where a corporation, person or group acting in concert (a "Person") as described in Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), holds or acquires, directly or indirectly, beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a number of shares of capital stock of the BANK or of BHC which constitutes 50% or more of the combined voting power of the BANK's (or BHC's) then outstanding capital stock then entitled to vote generally in the election of directors; or

(2) the persons who were members of the Board of Directors of the BANK or BHC immediately prior to a tender offer, exchange offer, contested election or any combination of the foregoing, cease to constitute a majority of the Board of Directors; or

(3) the adoption by the Board of Directors of the BANK or of the BHC of a merger, consolidation or reorganization plan involving the BANK in which the BANK or BHC is not the surviving entity, or a sale of all or substantially all of the assets of the BANK or BHC. For purposes of this Agreement, a sale of all or substantially all of the assets of the BANK or BHC shall be deemed to occur if any Person acquires (or during the 12-month period ending on the date of the most recent acquisition by such Person, has acquired) gross assets of the BANK or BHC that have an aggregate fair market value equal to 50% of the fair market value of all of the gross assets of the BANK or BHC immediately prior to such acquisition or acquisitions; or

(4) a tender offer or exchange offer is made by any Person which, if successfully completed, would result in such Person beneficially owning (within the meaning of Rule 13d-3 promulgated under the Exchange Act) either 50% or more of the BANK's or BHC's outstanding shares of Common Stock or shares of capital stock having 50% or more of the combined voting power of the BANK's or BHC's then outstanding capital stock (other than an offer made by the BANK or BHC), and sufficient shares are acquired

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under the offer to cause such person to own 50% or more of the voting power; or

(5) any other transactions or series of related transactions occurring which have substantially the same effect as the transactions specified in any of the preceding clauses of this subsection (vi).

(vii) The BANK's failure to perform any material provision of this Agreement.

(viii) Any requirement by the BANK or the Board of Directors of the BANK that the EXECUTIVE perform, assist, abet or approve any act which is or could be construed to be illegal under any federal, state or local law.

VIII.

Neither EXECUTIVE nor any beneficiary of EXECUTIVE shall have any power or right to transfer, assign, anticipate, mortgage, commute or otherwise encumber in advance any of the benefits payable hereunder, nor shall such benefits be subject to seizure for payment of any debts or judgments of EXECUTIVE or beneficiaries, nor shall such benefits be transferable by operation of law in the event of bankruptcy, insolvency or otherwise.

IX.

The BANK shall have no obligation to set aside, earmark or entrust any fund or money with which to pay its obligations under this Agreement. The EXECUTIVE, his Beneficiary or any successor-in-interest to him shall be and remain simply a general creditor of the BANK in the same manner as any other creditor having a general unsecured claim.

For purposes of the Internal Revenue Code, the BANK intends this Agreement to be an unfunded, unsecured promise to pay on the part of the BANK. For purposes of ERISA, the BANK intends that this Agreement be an unfunded arrangement for the benefit of a select member of management, who is a highly compensated employee of the BANK for the purpose of qualifying this Agreement for the "top hat" plan exception under sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended.

Should the BANK elect to satisfy its obligations under this Agreement, in whole or in part, through the purchase of life insurance, mutual funds, disability policies or annuities, the BANK reserves the absolute right, in its sole discretion, to terminate such at any time, in whole or in part. Any such funding shall in no event affect EXECUTIVE'S rights and it is not intended that any BANK asset be segregated or considered a plan asset. At no time shall the EXECUTIVE have or be deemed to have any lien nor right, title or interest in or to any specific investment or to any assets of the BANK; rather the EXECUTIVE shall remain a general unsecured creditor of the BANK.

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If the BANK elects to invest in a life insurance, disability or annuity policy upon the life of EXECUTIVE, the EXECUTIVE shall assist the BANK by freely submitting to a physical exam and supplying such additional information necessary to obtain such insurance or annuities.

The Board of Directors of the BANK shall have the exclusive power and authority to interpret and construe the Agreement. The Board of Directors of the BANK may engage agents to assist it and may engage legal counsel, who may be counsel to the BANK. The Agreement may be amended, suspended or terminated, in whole or in part, only by a written instrument signed by a duly authorized officer of the BANK and by EXECUTIVE.

XI.

Whenever in this Agreement words are used in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine or neuter gender, whenever they should so apply.

Nothing contained in this Agreement shall affect the right of the EXECUTIVE to participate in or be covered by any qualified or non-qualified pension, profit sharing, group, bonus or other supplemental compensation or fringe benefit plan constituting a part of the BANK's existing or future compensation structure.

The validity and interpretation of this Agreement shall be governed by the laws of the State of Texas or Federal laws, where applicable.

No provision of this Agreement shall be deemed or construed to create specific employment rights to the EXECUTIVE nor limit the right of the BANK to discharge the EXECUTIVE at any time with or without cause. In a similar fashion, no provision shall limit the EXECUTIVE'S rights to voluntarily sever his employment at any time.

The BANK shall deduct from the amount of any payment made pursuant to this Agreement any amounts required to be paid or withheld by the BANK with respect to federal or state taxes. By executing this Agreement, the EXECUTIVE agrees to all such deductions.

In case any one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions in this Agreement shall not in any way be affected or impaired.

XII.

In the event of any claim or controversy arising out of or relating to this Agreement or the breach of this Agreement, the parties agree that all such claims or controversies shall be resolved by final and binding arbitration in Smith County, Texas, in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect on the date

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when the claim or controversy first arises. Either party must communicate its request for arbitration under this section in writing ("Arbitration Notice") to the other party within one hundred twenty (120) days from the date the claim or controversy first arises. Failure to communicate Arbitration Notice within one hundred twenty (120) days shall constitute a waiver of any such claim or controversy.

All claims or controversies subject to arbitration under this section shall be submitted to an arbitration hearing within thirty (30) days from the date Arbitration Notice is communicated by either party. All claims or controversies submitted to arbitration under this section shall be resolved by a panel of three (3) arbitrators who are licensed to practice law in the State of Texas and who are experienced in the arbitration of employment disputes. These arbitrators shall be selected in accordance with the applicable Commercial Arbitration Rules or by agreement of the parties. Either party may request that the arbitration proceeding be stenographically recorded by a Certified Shorthand Reporter. The arbitrators shall issue a decision on any claim or controversy within thirty (30) days from the date the arbitration hearing is completed. The parties shall have the right to be represented by legal counsel at any arbitration hearing. The costs of any arbitration hearing, including the attorneys' fees incurred by both parties (including any costs, expenses or attorneys' fees incurred in filing any lawsuit to compel arbitration under this section, if applicable), shall be paid by the losing party or parties.

The arbitration provisions in this section are subject to the Federal Arbitration Act, 9 U.S.C. Sections 1 et seq. (West 1994) (or any successor provisions) and may be specifically enforced by any party, and submission to arbitration proceedings compelled, by any Court of competent jurisdiction. The decision of the arbitrators may be specifically enforced by any party in any court of competent jurisdiction.

XIII.

This Agreement is intended to comply with Section 409A of the Internal Revenue Code (“Section 409A”) to the extent applicable and shall be so interpreted. Any references to Section 409A shall refer to such Section and regulations and guidance thereunder as applicable and as they may be amended from time to time. Notwithstanding anything in the Agreement to the contrary, for purposes of determining when an amount is to be paid under the Agreement, a “separation from service” shall mean a “separation from service” as defined under Section 409A. Notwithstanding anything in the Agreement to the contrary, if distributions would otherwise be payable due to the separation from service of the EXECUTIVE during a period when the EXECUTIVE is a specified employee (as defined below), then, to the extent required by Section 409A, and subject to any permitted accelerations under Section 409A, including acceleration permitted under Treas. Reg. Section 1.409A-3(j)(4)(ii)(domestic relations orders), (j)(4)(iii)(conflicts of interest), or (j)(4)(vi) (payment of employment taxes), such distributions may not commence earlier than the participant’s death or six (6) months after the date of the separation from service. The first six (6) months of installment payments shall be accumulated and paid instead on the first day of the seventh month following the separation from service. Any installment

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payments due thereafter shall be made on their regular schedule. BANK’s specified employees shall be determined in accordance with Section 409A pursuant to rules adopted by the BANK, which rules shall be applied consistently with respect to all arrangements of the Bank in accordance with Section 409A.

XIV.

This Agreement shall be binding upon and inure to the benefit of EXECUTIVE, his heirs and personal representative, and BANK and its successors and assigns and supersedes all prior agreements between EXECUTIVE and BANK regarding deferred compensation. It is specifically agreed that this is not a contract of employment between the parties hereto and nothing herein shall restrict the right of BANK to discharge EXECUTIVE, with or without cause, or restrict the right of EXECUTIVE to terminate his employment. However, termination of employment by EXECUTIVE prior to retirement for any reason not specifically entitling EXECUTIVE to compensation under the preceding terms of this Agreement shall terminate all obligations of BANK hereunder.



EXECUTED this 14th day of January, 2009.

		/s/ Bill Clawater
		BILL CLAWATER, EXECUTIVE

		SOUTHSIDE BANK

	By:	/s/ B. G. Hartley
		B. G. HARTLEY, CHAIRMAN OF THE BOARD
		and CHIEF EXECUTIVE OFFICER
ATTEST:

/s/ Sam Dawson

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LEGAL02/31063425v1

EXHIBIT 10.7

DEFERRED COMPENSATION AGREEMENT

W I T N E S S E T H:

II.

III.

LEGAL02/31063425v1

B. The EXECUTIVE’S separation from service with the Bank after attainment of age 65; or

C. The death of EXECUTIVE,

Deferred compensation, when it commences, shall be payable in 120 equal consecutive monthly installments of TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500.00) each.

IV.

VI.

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VII.

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under the offer to cause such person to own 50% or more of the voting power; or

(5) any other transactions or series of related transactions occurring which have substantially the same effect as the transactions specified in any of the preceding clauses of this subsection (vi).

(vii) The BANK's failure to perform any material provision of this Agreement.

VIII.

IX.

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LEGAL02/31063425v1

XI.

Whenever in this Agreement words are used in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine or neuter gender, whenever they should so apply.

The validity and interpretation of this Agreement shall be governed by the laws of the State of Texas or Federal laws, where applicable.

XII.

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XIII.

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XIV.



EXECUTED this 12th day of January, 2009.

		/s/ Brian K. McCabe
		BRIAN McCABE, EXECUTIVE

		SOUTHSIDE BANK

	By:	/s/ B. G. Hartley
		B. G. HARTLEY, CHAIRMAN OF THE BOARD
		and CHIEF EXECUTIVE OFFICER
ATTEST:

/s/ Sam Dawson

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LEGAL02/31063425v1

Exhibit 10.14

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made this 17th day of November, 2008 (“Effective Date”), by and between Southside Bank ("the Company”), and Brian McCabe (the “Employee”).

INTRODUCTION

The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company to retain the Employee’s services and to reinforce and encourage the continued attention and dedication of the Employee to his assigned duties.

AGREEMENT

WHEREAS, during his employment, Employee will establish and maintain relations and contacts with the clients, employees, and suppliers of the Company, all of which constitute valuable goodwill of the Company's business; and

WHEREAS, during his employment, Employee will learn and will have access to important Confidential Information and Trade Secrets (as defined herein) related to the Company's business; and

WHEREAS, Employee and the Company desire to enter into this Agreement in order to memorialize the terms and conditions of Employee's employment.

NOW, THEREFORE, in consideration of Employee's employment with the Company, a wholly owned subsidiary of Southside Bancshares, Inc. (“SBSI”) and in consideration of the additional promises and the mutual covenants herein contained, the Company and the Employee hereby agree as follows:

1. Employment . Upon the terms and subject to the conditions contained in this Agreement, the Employee is hereby deemed to be employed under the terms of this Agreement on the Effective Date as an Executive Vice President – Electronic Banking Manager of the Company. The Employee agrees to provide full-time services for the Company during the term of this Agreement. The Employee agrees to devote his best efforts to the business of the Company, and shall perform his duties in a diligent, trustworthy, and business-like manner, all for the purpose of advancing the business of the Company. Notwithstanding the above, the Employee may engage in other business interests or investments which do not conflict with the interests of Company or materially prevent the Employee from performing his contemplated services hereunder on behalf of the Company.

2. Duties . In his capacity as an Executive Vice President – Electronic Banking Manager of the Company, the Employee shall have such responsibilities and shall render such services as shall be assigned to him from time to time by the Chief Executive Officer of the Company, which shall be consistent with the responsibilities of similarly situated executives of comparable companies in similar lines of business. The Employee’s duties may, from time to time, be changed or modified at the discretion of the Chief Executive Officer.

3. Employment Term . Unless earlier terminated in accordance with Section 5 hereof, the Employee’s employment shall be for a three (3) year term (the “Initial Term”), beginning on the Effective Date. Beginning on the first anniversary of the Effective Date and on each anniversary of the Effective Date

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thereafter, Employee's employment with Company shall, without further action by the Employee or the Company, be extended by an additional one-year period (with any such extended period being referred to as the "Extended Term"); provided , however , that either party may cause Employee's employment to cease to extend automatically by giving written notice to the other party not less than ninety (90) days prior to the next annual anniversary of the Effective Date. Upon such notice, Employee's employment shall terminate upon the expiration of the Initial Term or the then-current Extended Term, including any prior extensions. If Company elects to terminate the automatic extension, Section 9 shall no longer be applied following termination of employment. For purposes of this Agreement, the entire period of Employee's employment shall be referred to as the "Employment Period."

4. Compensation and Benefits .

(a) Base Salary . As of the Effective Date of this Agreement, the Company agrees to pay the Employee during the term of this Agreement an initial base salary of $125,000 per year (the "Base Salary"), payable in accordance with Company’s normal payroll practices with such payroll deductions and withholdings as are required by law or are otherwise authorized by Employee. The Employee’s Base Salary shall be reviewed no less frequently than annually by the Compensation Committee of the Board of Directors of SBSI (the “Compensation Committee”). During the term of this Agreement, it is agreed that Company may not reduce Employee’s Base Salary in any calendar year by an amount in excess of five (5%) percent of the Base Salary unless such reduction is part of a general reduction in compensation among employees of the same or similar category.

(b) Annual Incentive Payment . In addition to other compensation to be paid under this Section 4, each year during the Employment Period the Employee shall be eligible to receive an annual incentive payment (the “Annual Incentive Payment”), which shall not be less than 12.5% of Base Salary. The amount actually awarded and paid to the Employee each year will be determined by the Compensation Committee and may be based on specific performance criteria to be identified under a separate communication. Any payments made under this section shall be paid no later than March 15 of the following calendar year.

(c) Incentive, Savings and Retirement Plans . During the Employment Period, the Employee shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs made available by the Company to officers of comparative level with Employee (the "Peer Executives").

(d) Welfare Benefit Plans . During the Employment Period, the Employee and the Employee’s eligible dependents shall be eligible for participation in, and shall receive all benefits under, the welfare benefit plans, practices, policies and programs provided by the Company (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) (“Welfare Plans”) to the extent applicable generally to Peer Executives.

(e) Fringe Benefits . During the Employment Period, to the extent approved by the Board of Directors, the Employee shall be entitled to fringe benefits in accordance with the plans, practices, programs and policies of the Company on the same basis as other Peer Executives.

(f) Vacation . During the Employment Period, the Employee will be entitled to such period of paid vacation as may be provided under any plans, practices, programs and policies of the

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Company available to other Peer Executives; provided , however , that Employee shall be entitled to a minimum of four (4) weeks paid vacation.

(g) Reimbursement of Expenses . During the Employment Period, the Company shall reimburse the Employee in accordance with Company’s expense reimbursement policies for all reasonable, ordinary and necessary business expenses incurred by the Employee in the course of his duties conducted on behalf of the Company. In addition, the Company may pay the Employee’s annual dues at a local country club, and expenses related to the Employee’s use of such country club for matters related to the business of the Company. The Company shall also reimburse Employee’s reasonable expenses for continuing education courses necessary to maintain any certifications or licenses Employee may hold.

5. Termination of Employment. The Employee’s employment may be terminated at any time by either party for the reasons set forth in this Section 5.

(a) Termination by the Employee . Employee may terminate his employment during the Employment Period for Good Reason (but only in the event of a Change in Control, as defined in Section 7 hereof), or for no reason. For the purpose of this Agreement, “Good Reason” shall mean:

(i) Without the Employee’s express written consent, the assignment to the Employee of any duties or responsibilities inconsistent in any material respect with the Employee’s position (including status, offices, titles and reporting relationships), authority, duties or responsibilities as in effect of the Effective Date, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Employee;

(ii) A reduction by the Company in the Employee’s Base Salary;

(iii) The failure by the Company (a) to continue in effect any compensation plan in which the Employee participates as of the Effective Date that is material to the Employee’s total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or (b) to continue the Employee’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of the Employee’s participation relative to other participants;

(iv) Any failure of the Company to obtain the assumption of, or the agreement to perform, this Agreement by any successor as contemplated in Section 13(b) hereof;

(v) The material breach by the Company of any other provision of this Agreement; or

(vi) The Company requiring the Employee to be based anywhere other than Smith County, or, in the event the Employee consents to any relocation, the failure by the Company to pay (or to reimburse the Employee) for all reasonable moving expenses

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incurred by the Employee relating to a change of the Employee’s principal residence in connection with such relocation and to indemnify the Employee against any loss realized on the sale of the Employee’s principal residence in connection with any such change of residence.

Good Reason shall not include the Employee’s death or Disability or Retirement; provided that the Employee’s mental or physical incapacity following the occurrence of an event described in clause (i) – (vi) above shall not affect the Employee’s ability to terminate for Good Reason. The Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Any good faith determination of Good Reason made by the Employee shall be deemed prima facie evidence that qualifies for termination for Good Reason but such determination by the Employee may be contested and disputed by the Company. The Company shall have an opportunity to cure any claimed event of Good Reason within 30 days of receiving written notice from the Employee and the Board’s good faith determination of cure shall be binding. The Company shall notify the Employee of the timely cure of any claimed event of Good Reason and the manner in which such cure was effected, and any Notice of Termination delivered by the Employee based on such claimed Good Reason shall be deemed withdrawn and shall not be effective to terminate the Agreement.

(b) Termination by the Company . The Company may terminate the Employee’s employment during the Employment Period with or without Cause. For purposes of this Agreement, “Cause” shall mean:

(i) Employee’s material failure to perform Employee’s duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for performance is delivered to Employee by the Company which specifically identifies the manner in which the Company believes that Employee has intentionally and materially failed to perform Employee’s duties; or

(ii) Employee’s engaging in any illegal conduct or misconduct that is materially and demonstrably injurious to the Company, its financial condition, or its reputation; or

(iii) Employee’s engaging in any act or omission that constitutes, on the part of the Employee, fraud, theft, misappropriation, embezzlement, breach of fiduciary duty or dishonesty; or

(iv) Entry of an order by any state or federal regulatory agency either removing Employee from Employee’s position with the Company or its affiliates or prohibiting Employee from participating in the conduct of the affairs of the Company; or

(v) Employee’s failure to cure a material breach of any provision of this Agreement after a written demand for cure is delivered to Employee by the Company .

Termination for Cause shall only occur after the Board, in its sole and absolute discretion, has made a full and thorough determination of “Cause.”

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Additionally, Employee's employment may be terminated by Company as a result of a Change in Control, as defined in Section 7 hereof. Such a termination of employment shall be treated the same as a termination without Cause for purposes of Section 6 of this Agreement.

(c) Death, Retirement or Disability . The Employee’s employment shall terminate automatically upon the death or Retirement of the Employee during the Employment Period. For purposes of this Agreement, “Retirement” shall mean normal retirement as defined in the Company’s then-current retirement plan, or if there is no such retirement plan, “Retirement” shall mean voluntary termination after attaining age 65. If the Company determines in good faith that the Disability of the Employee has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Employee written notice of its intention to terminate the Employee’s employment. In such event, the Employee’s employment with the Company shall terminate effective on the 30th day after receipt of such written notice by the Employee (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Employee shall not have returned to full-time performance of the Employee’s duties. For purposes of this Agreement, “Disability” shall mean the inability of the Employee, as determined by the Board, to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness which has lasted (or can reasonably be expected to last) for a period of six (6) consecutive months.

(d) Notice of Termination . Any termination by the Company for Cause, or by the Employee for Good Reason in the event of a Change in Control, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 13(d) of this Agreement. For purposes of this Agreement, a "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee's employment under the provision so indicated and (iii) specifies the termination date. The failure by the Employee or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Employee or the Company, respectively, hereunder or preclude the Employee or the Company, respectively, from asserting such fact or circumstance in enforcing the Employee's or the Company's rights hereunder.

(e) Date of Termination . "Date of Termination" means (i) if the Employee's employment is terminated by the Company for Cause, or by the Employee for Good Reason in the event of a Change in Control, the date of termination as specified in the Notice of Termination, (ii) if the Employee's employment is terminated by the Company other than for Cause, the Date of Termination shall be either the date on which the Company notifies the Employee of such termination or a date otherwise specified by the Company, (iii) if the Employee's employment is terminated by reason of death, Retirement or Disability, the Date of Termination shall be the date of the death or Retirement of the Employee or the Disability Effective Date, as the case may be, and (iv) if the Employee's employment is terminated by the Employee without Good Reason in the event of a Change in Control, the Date of Termination shall be at least two (2) weeks from the date that the Employee notifies the Company of his resignation (during which two (2) week period Employee may be required, in the discretion of Company, to continue to perform services on behalf of Company).

6. Obligations of the Company upon Termination .

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(a) Termination by Employee except for Good Reason in the event of a Change in Control; Termination by Company with Cause . If, during the Employment Period, the Employee terminates his employment without Good Reason or the Company terminates Employee's employment with Cause, Employee shall be entitled to receive his accrued but unpaid Base Salary up to and including the Date of Termination as well as all previously vested benefits. Employee shall not be entitled to receive any additional compensation or benefits from Company.

(b) Termination by the Company without Cause; Termination by Employee for Good Reason in the event of a Change in Control . If, during the Employment Period, the Company terminates the Employee’s employment without Cause (excluding termination for death, Retirement or Disability) or as a result of a Change in Control (as defined in Section 7 of this Agreement), or the Employee terminates his employment for Good Reason in the event of a Change in Control, and in any case only provided that Employee executes a release in a form mutually acceptable to the parties (the “Release”), then the following shall occur:

(i) the Company shall provide to the Employee in a single lump sum cash payment within 30 days after the Date of Termination, or if later, within five days after the Release becomes effective and nonrevocable, the aggregate of the following amounts, to the extent not previously paid to the Employee:

(a) the Employee’s accrued but unpaid Base Salary through the Date of Termination;

(b) a pro-rata bonus for the year in which the Date of Termination occurs, computed as the product of (x) the Employee’s Target Bonus (as defined by Company policy) for such year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365;

(d) unless the Employee has a later payout date that is required in connection with the terms of a deferral plan or agreement, any vested compensation previously deferred by the Employee (together with any amount equivalent to accrued interest or earnings thereon); and

(e) a severance payment equal to the monthly salary for the remainder of the Initial Term or the then-current Extended Term, whichever is applicable, plus the sum of ten thousand dollars ($10,000).

Provided , however , that in lieu of Section 6(b)(i)(e), the severance payment in the event of a Change of Control shall be calculated pursuant to clause (x) or (y) below, as applicable:

(x) if the Date of Termination occurs more than six (6) months prior to the closing of a pending event that results in a Change of Control or more than two (2) years after the occurrence of a Change of Control, the severance payment shall be the product of two times the sum of (1) the Employee’s Base Salary in effect as of the Date of Termination (ignoring any decrease

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in the Employee’s Base Salary unless consented to by the Employee), and (2) the greater of the average of the annual bonuses earned by the Employee for the two fiscal years in which annual bonuses were paid immediately preceding the year in which the Date of Termination occurs, or the Employee’s Target Bonus for the year in which the Date of Termination occurs; or

(y) if the Date of Termination occurs within six months prior or within two years after the occurrence of a Change of Control, the severance payment shall be the product of two times the sum of (1) the Employee’s Base Salary in effect as of the Date of Termination, and (2) the greater of the average of the annual bonuses earned by the Employee for the two fiscal years in which annual bonuses were paid immediately preceding the year in which the Date of Termination occurs, or the Employee’s Target Bonus for the year in which the Date of Termination occurs.

(ii) all grants of stock options and other equity awards granted by the Company or the SBSI Compensation Committee, and held by the Employee as of the Date of Termination will become immediately vested and exercisable as of the Date of Termination and, to the extent necessary, this Agreement is hereby deemed an amendment of any such outstanding stock option or other equity award; and

(iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee any other amounts or benefits required to be paid or provided or which the Employee is eligible to receive under any plan, program, policy or practice of the Company to the extent provided to Peer Executives prior to the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

(c) Death . If the Employee’s employment is terminated by reason of Employee’s death during the Employment Period, then this Agreement will terminate without further obligations to Employee, other than for payment to Employee's estate or beneficiaries of Employee's accrued but unpaid Base Salary up to and including the Date of Termination as well as Other Benefits. Employee's estate or beneficiaries shall not be entitled to receive any additional compensation or benefits from Company. With respect to the provision of Other Benefits, the term Other Benefits as used in this Section 6(c) shall include, without limitation, and Employee's estate or beneficiaries shall be entitled after the Date of Termination to receive, death and other benefits under such plans, programs, practices and policies relating to death, if any, as are applicable to Employee on the Date of Termination.

(d) Retirement . If Employee’s employment is terminated by reason of Employee’s Retirement during the Employment Period, this Agreement shall terminate without further obligations to Employee, other than for payment of accrued but unpaid Base Salary up to and including the Date of Termination and the timely payment or provision of Other Benefits. With respect to the provision of Other Benefits, the term Other Benefits as used in this Section 6(d) shall include, without limitation, and Employee shall be entitled after the Date of Termination to receive, retirement and other benefits under such plans, programs, practices and policies relating to retirement, if any, as are applicable to Employee on the Date of Termination.

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(e) Disability . If the Employee’s employment is terminated by reason of Employee’s Disability during the Employment Period, then this Agreement will terminate without further obligations to Employee, other than for payment of Employee's accrued but unpaid Base Salary up to and including the Date of Termination as well as Other Benefits. Employee shall not be entitled to receive any additional compensation or benefits from Company. With respect to the provision of Other Benefits, the term Other Benefits as used in this Section 6(e) shall include, without limitation, and Employee shall be entitled after the Date of Termination to receive, disability and other benefits under such plans, programs, practices and policies relating to disability, if any, as are applicable to Employee on the Date of Termination.

(f) Expiration of Employment Period . If the Employee’s employment shall be terminated due to the expiration of the Employment Period as provided for in Section 3, this Agreement shall terminate without further obligations to the Employee, other than for payment of Employee's accrued but unpaid Base Salary up to and including the Date of Termination and the timely payment or provision of Other Benefits. Employee shall not be entitled to receive any additional compensation or benefits from Company.

(g) Internal Revenue Code Section 280G .

(i) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a "Payment" would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then, prior to the making of any Payment to the Employee, a calculation shall be made comparing (i) the net benefit to the Employee of the Payment after payment of the Excise Tax, to (ii) the net benefit to the Employee if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, the Employee shall direct which Payments are to be modified or reduced.

(ii) Unless otherwise agreed upon by the Company and the Employee, all determinations required to be made under this Section 6(g), including the assumptions to be used in arriving at such determination, shall be made by an independent accounting firm mutually acceptable to the Company and the Employee (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days of the receipt of notice from the Employee that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive

(h) Limitation of Benefits . Notwithstanding any other provision of this Agreement, nothing shall obligate the Company to make any payment to the Employee that is prohibited by the provisions of 12 U.S.C. § 1828(k) or the implementing regulations of the FDIC; provided, however, the Company shall exercise commercially reasonable efforts to obtain the approval of the Board of Governors of the Federal Reserve System, and the concurrence of the FDIC, to make the payments provided herein (or, to the extent that they will not approve payment in full, such lesser portion as shall be acceptable to them).

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7. Change in Control . For purposes of this Agreement, “Change in Control” shall mean the occurrence of any one of the following: a Change in the Actual Control of the Company or SBSI as described in Section 7(i), a Change in Effective Control, as described in Section 7(ii), and a Change in the Ownership of the Company’s or SBSI's Assets, as described in Section 7(iii).

(i) Change in Actual Control shall mean the acquisition by any one person, or more than one person acting as a group (as defined in subsection (iv), below) of ownership of stock of the Company or SBSI that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company or SBSI, respectively. However, if any one person, or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of the Company or SBSI, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the Company or SBSI, respectively, or to cause a Change in the Effective Control (within the meaning of Section 7(a)(ii)) of the Company or SBSI, respectively. An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Company or SBSI acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this section. Notwithstanding the foregoing, the acquisition of the common stock of SBSI by any direct or indirect subsidiary or affiliate of the Company shall not be considered to cause a Change in Control.

(ii) Change in Effective Control shall mean: (A) the acquisition by any one person, or more than one person acting as a group (as defined in Section (iv), below), during any 12-month period of stock of the Company or SBSI possessing 35 percent or more of the total voting power of the stock of the Company or SBSI, respectively; or (B) the replacement, of a majority of members of the Company’s board of directors during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s board of directors prior to the date of election in accordance with Treasury Regulation § 1.409A-1(g)(5)(iv)(A)(2). Notwithstanding the foregoing, (x) if any one person, or more than one person acting as a group, is considered to effectively control the Company or SBSI (within the meaning of this subsection (ii)), the acquisition of additional control of the Company or SBSI, respectively, by the same person or persons is not considered to cause a Change in Control and (y) the acquisition of the common stock of SBSI by any direct or indirect subsidiary or affiliate of the Company shall not be considered to cause a Change in Control.

(iii) Change in the Ownership of the Company’s or SBSI's Assets shall mean the acquisition by any one person, or more than one person acting as a group (as defined in subsection (iv), below), during any 12-month period of assets from the Company or SBSI that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Company or SBSI, respectively, immediately prior to such acquisition or acquisitions. Notwithstanding the foregoing, there is no change in control event under this section when there is a transfer to an entity that is controlled by the Company or the shareholders of the Company immediately after the transfer.

(iv) Persons acting as a group. For purposes of this Section 7, persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into

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a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the corporation. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

8. Delivery of Documents upon Termination . The Employee shall deliver to the Company or its designee at the termination of the Employee’s employment all correspondence, memoranda, notes, records, drawings, sketches, plans, customer lists, product compositions, and other documents and all copies thereof, made, composed or received by the Employee, solely or jointly with others, that are in the Employee’s possession, custody, or control at termination and that are related in any manner to the past, present, or anticipated business or any member of the Company.

9. Restrictions on Conduct .

(a) General . Employee and the Company understand and agree that the purpose of the provisions of this Section 9 is to protect the legitimate business interests of the Company, as more fully described below, and is not intended to eliminate Employee’s post-employment competition with the Company per se , nor is it intended to impair or infringe upon Employee’s right to work, earn a living, or acquire and possess property from the fruits of his labor. Employee hereby acknowledges that Employee has received good and valuable consideration for the post-employment restrictions set forth in this Section 9 in the form of his employment and the compensation and benefits provided for herein. Employee hereby further acknowledges that the post-employment restrictions set forth in this Section 9 are reasonable and that they do not, and will not, unduly impair his ability to earn a living after the termination of this Agreement.

In addition, the parties acknowledge: (A) that Employee’s services under this Agreement require special expertise and talent in the provision of Competitive Services (as defined herein) and that Employee will have substantial contacts with customers, suppliers, advertisers, vendors and employees of the Company; (B) that pursuant to this Agreement, Employee will be placed in a position of trust and responsibility and he will have access to a substantial amount of Confidential Information and Trade Secrets (as defined herein) and that the Company is placing him in such position and giving him access to such information in reliance upon his agreement not to compete with the Company during the Restricted Period (as defined herein); (C) that due to his management duties, Employee will be the repository of a substantial portion of the goodwill of the Company and would have an unfair advantage in competing with the Company for business from its customers; (D) that due to Employee’s special experience and talent, the loss of Employee’s services to the Company under this Agreement cannot reasonably or adequately be compensated solely by damages in an action at law; (E) that Employee is capable of competing with the Company; and (F) that Employee is capable of obtaining gainful, lucrative and desirable employment that does not violate the restrictions contained in this Agreement.

Therefore, subject to the limitations of reasonableness imposed by law, Employee shall be subject to the restrictions set forth in this Section 9.

(b) Definitions .

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“Competitive Services” means develop and implement electronic banking solutions.

“ Confidential Information ” means all information regarding the Company, its activities, business or clients that is the subject of reasonable efforts by the Company to maintain its confidentiality and that is not generally disclosed by practice or authority to persons not employed by the Company, but that does not rise to the level of a Trade Secret. “Confidential Information” shall include, but is not limited to, financial plans and data concerning the Company; management planning information; business plans; operational methods; market studies; marketing plans or strategies; product development techniques or plans; customer lists; details of customer contracts; current and anticipated customer requirements; past, current and planned research and development; business acquisition plans; and new personnel acquisition plans. “Confidential Information” shall not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of the Company. This definition shall not limit any definition of “confidential information” or any equivalent term under state or federal law.

“ Person ” means any individual or any corporation, partnership, joint venture, limited liability company, association or other entity or enterprise.

“ Principal or Representative ” means a principal, owner, partner, shareholder, joint venturer, investor, member, trustee, director, officer, manager, employee, agent, representative or consultant.

“ Protected Customers ” means any Person to whom the Company sold its products or services or solicited to sell its products or services during the Employment Period.

“ Protected Employees ” means employees of the Company who were employed by the Company at any time during the Employment Period.

“ Restricted Period ” means the Employment Period and a period extending six (6) months from the termination of Employee’s employment with the Company for any reason whatsoever.

" Restricted Territory " means Smith County, Texas.

“ Restrictive Covenants ” means the restrictive covenants contained in Section 9(c) hereof.

“ Trade Secret ” means all information, without regard to form, including, but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, distribution lists or a list of actual or potential customers, advertisers or suppliers which is not commonly known by or available to the public and which information: (A) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Without limiting the foregoing, Trade Secret means any item of confidential information that constitutes a “trade secret(s)” under applicable common law or statutory law.

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(i) Covenant Not to Compete . In consideration of the compensation and benefits being paid and to be paid by the Company to Employee hereunder, Employee hereby agrees that, during the Restricted Period, Employee will not, without prior written consent of the Company, directly or indirectly, sell or otherwise provide Competitive Services within the Restricted Territory on his own behalf or as a Principal or Representative of any other Person; provided , however , that the provisions of this Agreement shall not be deemed to prohibit the ownership by Employee of not more than five percent (5%) of any class of securities of any corporation having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended.

(ii) Restriction on Disclosure and Use of Confidential Information and Trade Secrets . Employee understands and agrees that the Confidential Information and Trade Secrets constitute valuable assets of the Company and may not be converted to Employee’s own use. Accordingly, Employee hereby agrees that Employee shall not, directly or indirectly, at any time during the Restricted Period, reveal, divulge, or disclose to any Person not expressly authorized by the Company any Confidential Information, and Employee shall not, directly or indirectly, at any time during the Restricted Period, use or make use of any Confidential Information in connection with any business activity other than that of the Company. Throughout the term of this Agreement and at all times after the date that this Agreement terminates for any reason, Employee shall not directly or indirectly transmit or disclose any Trade Secret of the Company to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself or for others, without the prior written consent of the Company. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Employee’s obligations under any applicable state or federal statutory or common law regarding trade secrets and unfair trade practices.

Anything herein to the contrary notwithstanding, Employee shall not be restricted from disclosing or using Confidential Information that is required to be disclosed by law, court order or other legal process; provided , however , that in the event disclosure is required by law, Employee shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Employee.

(iii) Nonsolicitation of Protected Employees . Employee understands and agrees that the relationship between the Company and each of its Protected Employees constitutes a valuable asset of the Company and may not be converted to Employee’s own use. Accordingly, Employee hereby agrees that during the Restricted Period, Employee shall not directly or indirectly, on Employee’s own behalf or as a Principal or Representative of any Person, solicit or induce any Protected Employee to terminate his or her employment relationship with the Company or to enter into employment with any other Person.

(iv) Restriction on Relationships with Protected Customers . Employee understands and agrees that the relationship between the Company and each of its Protected

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Customers constitutes a valuable asset of the Company and may not be converted to Employee’s own use. Accordingly, Employee hereby agrees that, during the Restricted Period, Employee shall not, without the prior written consent of the Company, directly or indirectly, on Employee’s own behalf or as a Principal or Representative of any Person, solicit, divert, take away or attempt to solicit, divert or take away a Protected Customer; provided , however , that the prohibition of this covenant shall apply only to Protected Customers with whom Employee had Material Contact on the Company’s behalf during the Employment Period. For purposes of this Agreement, Employee had “Material Contact” with a Protected Customer if (a) he had business dealings with the Protected Customer on the Company’s behalf; (b) he was responsible for supervising or coordinating the dealings between the Company and the Protected Customer; or (c) he obtained Trade Secrets and/or Confidential Information about the customer as a result of his association with the Company.

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(d) Enforcement of Restrictive Covenants .

(i) Rights and Remedies Upon Breach . In the event Employee breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company shall have the following rights and remedies, which shall be independent of any others and severally enforceable, and shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity:

(A) the right and remedy to enjoin, preliminarily and permanently and without the necessity of posting bond, Employee from violating or threatening to violate the Restrictive Covenants and to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company;

(B) the right and remedy to require Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits derived or received by Employee as the result of any transactions constituting a breach of the Restrictive Covenants; and

(C) the right and remedy to require Employee to pay the reasonable attorneys’ fees incurred by Company in enforcing the Restrictive Covenants.

(ii) Severability of Covenants . Employee acknowledges and agrees that the Restrictive Covenants are reasonable and valid in time and scope and in all other respects. The covenants set forth in this Agreement shall be considered and construed as separate and independent covenants. Should any part or provision of any covenant be held invalid, void or unenforceable in any court of competent jurisdiction, such invalidity, voidness or unenforceability shall not render invalid, void or unenforceable any other part or provision of this Agreement.

(iii) Reformation . The parties hereunder agree that it is their intention that the Restrictive Covenants be enforced in accordance with their terms to the maximum extent possible under applicable law. If any portion of the foregoing provisions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unreasonable term shall be redefined, or a new enforceable term provided, such that the intent of the Company and Employee in agreeing to the provisions of this Agreement will not be impaired and the provision in question shall be enforceable to the fullest extent of applicable law.

10. Publicity and Advertising . The Employee agrees that the Company may use the Employee’s name, picture, or likeness for any advertising, publicity, or other business purpose at any time, during the term of the Agreement by the Company and may continue to use materials generated during the term of the Agreement for a period of 6 months thereafter. The Employee shall receive no additional consideration if the Employee’s name, picture or likeness is so used. The Employee further agrees that any negatives, prints or other material for printing or reproduction purposes prepared in connection with the use of the Employee’s name, picture or likeness by the Company shall be and are the sole property of the Company.

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11. Dispute Resolution . Subject to the Company’s right to seek injunctive relief in court as provided in Section 9 of this Agreement, any dispute, controversy or claim arising out of or in relation to or connection to this Agreement, including without limitation any dispute as to the construction, validity, interpretation, enforceability or breach of this Agreement, including a claim for indemnification under Section 12, shall be resolved either as provided by applicable law, or, at the option of either party, by impartial binding arbitration. In the event that either the Company or the Employee demands arbitration, the Employee and the Company agree that such arbitration shall be the exclusive, final and binding forum for the ultimate resolution of such claims, subject to any rights of appeal that either party may have under the Federal Arbitration Act and/or under applicable state law dealing with the review of arbitration decisions.

(a) Arbitration . Arbitration shall be heard and determined by one arbitrator, who shall be impartial and who shall be selected by mutual agreement of the parties; provided, however, that if the dispute involves more than $1,000,000, then the arbitration shall be heard and determined by three (3) arbitrators. If three (3) arbitrators are necessary as provided above, then (i) each side shall appoint an arbitrator of its choice within thirty (30) days of the submission of a notice of arbitration and (ii) the party-appointed arbitrators shall in turn appoint a presiding arbitrator of the tribunal within thirty (30) days following the appointment of the last party-appointed arbitrator. If any party fails or refuses to appoint an arbitrator, the arbitration shall proceed with one (1) arbitrator.

(b) Demand for Arbitration . In the event that the Employee or the Company initially elects to file suit in any court, the other party will have 60 days from the date that it is formally served with a summons and a copy of the suit to notify the party filing the suit of the non-filing party’s demand for arbitration. In that case, the suit must be dismissed by consent of the parties or by the court on motion, and arbitration commenced with the arbitrators. In situations where suit has not been filed, either the Employee or the Company may initiate arbitration by serving a written demand for arbitration upon the other party. Such a demand must be served within twelve months of the events giving rise to the dispute. Any claim that is not timely made will be deemed waived.

(i) The arbitration proceedings shall be held in Tyler, TX;

(ii) The arbitrators shall be and remain at all times wholly independent and impartial;

(iii) The arbitration proceedings shall be conducted in accordance with the Employment Arbitration Rules of the American Arbitration Association, as amended from time to time;

(iv) Any procedural issues not determined under the arbitral rules selected pursuant to item (iii) above shall be determined by the law of the place of arbitration, other than those laws which would refer the matter to another jurisdiction;

(v) The costs of the arbitration proceedings (including attorneys’ fees and costs) shall be borne in the manner determined by the arbitrators;

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(vi) The arbitrators may grant any remedy or relief that would have been available to the parties had the matter been heard in court;

(vii) The decision of the arbitrators shall be reduced to writing; final and binding without the right of appeal; the sole and exclusive remedy regarding any claims, counterclaims, issues or accounting presented to the arbitrators; made and promptly paid in United States dollars free of any deduction or offset; and any costs or fees incident to enforcing the award shall to the maximum extent permitted by law, be charged against the party resisting such enforcement;

(viii) The award shall include interest from the date of any breach or violation of this Agreement, as determined by the arbitral award, and from the date of the award until paid in full, at 6% per annum; and

(ix) Judgment upon the award may be entered in any court having jurisdiction over the person or the assets of the party owing the judgment or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be.

(d) Acknowledgement of Parties . The Company and Employee understand and acknowledge that this Agreement means that neither can pursue an action against the other in a court of law regarding any employment dispute, except for claims involving workers’ compensation benefits or unemployment benefits, and except as set forth elsewhere in this Agreement, in the event that either party notifies the other of its demand for arbitration under this Agreement. The Company and Employee understand and agree that this Section 11, concerning arbitration, shall not include any controversies or claims related to any agreements or provisions (including provisions in this Agreement) respecting confidentiality, proprietary information, non-competition, non-solicitation, trade secrets, or breaches of fiduciary obligations by the Employee, which shall not be subject to arbitration.

(e) Consultation . Employee has been advised of the Employee’s right to consult with an attorney prior to entering into this Agreement.

12. Indemnification. The Company shall indemnify, defend, protect and hold harmless Employee, from and against all actions, suits or proceedings (whether civil, criminal, administrative, arbitrative or investigative) (collectively, “Proceedings”), and all other claims, demands, losses, damages, liabilities, judgments, awards, penalties, fines, settlements, costs and expenses (including court costs and reasonable attorneys’ fees), arising out of the management of the Company or Employee’s service. This indemnity shall apply to matters that arise out of the negligence, strict liability or other fault or responsibility by Employee, provided however, that this indemnity shall not apply to matters arising out of the gross negligence, willful misconduct, bad faith or intentional breach of this Agreement by Employee.

(a) Advance Payment . The right to indemnification conferred in Section 12 shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by Employee who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to Employee’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by Employee in advance of the final disposition of a Proceeding, shall be made only upon

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delivery to the Company of a written affirmation by Employee of Employee’s good faith belief that Employee has met the standard of conduct necessary for indemnification under this Section 12 and a written undertaking, by or on behalf of Employee, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Employee is not entitled to be indemnified under this Section 12 or otherwise. The Company shall also pay or reimburse Employee for reasonable expenses in connection with Employee's appearance as a witness or other participation in a Proceeding.

(b) Nonexclusivity of Rights . The right to indemnification and the advancement and payment of expenses conferred in this Section 12 shall not be exclusive of any other right which Employee, indemnified pursuant to Section 12, may have or hereafter acquire under any Law or Agreement.

13. Miscellaneous Provisions .

(a) Third-Party Beneficiaries . The parties acknowledge and agree that the Company and SBSI, and its direct and indirect subsidiaries and affiliated companies are intended to be beneficiaries of this Agreement and shall have every right to enforce the terms and provisions of this Agreement in accordance with the provisions of this Agreement.

(b) Successors of the Company . The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Employee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Employee to compensation from the Company in the same amount and on the same terms as the Employee would be entitled hereunder if the Employee terminated his employment for Good Reason in the event of a Change in Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, “Company” as hereinbefore defined shall include any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 13 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

(c) Employee’s Heirs, etc . The Employee may not assign the Employee’s rights or delegate the Employee’s duties or obligations hereunder without the written consent of the Company. This Agreement shall inure to the benefit of and be enforceable by the Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Employee should die while any amounts would still be payable to the Employee hereunder as if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Employee’s designee or, if there be no such designee, to the Employee’s estate.

(d) Notices . Any notice or communication required or permitted under the terms of this Agreement shall be in writing and shall be delivered personally, or sent by registered or certified mail, return receipt requested, postage prepaid, or sent by nationally recognized overnight carrier, postage prepaid, or sent by facsimile transmission to the Company at the Company’s principal office and facsimile number in Tyler, TX or to the Employee at the address and facsimile number, if any,

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appearing on the books and records of the Company. Such notice or communication shall be deemed given (a) when delivered if personally delivered; (b) five mailing days after having been placed in the mail, if delivered by registered or certified mail; (c) the business day after having been placed with a nationally recognized overnight carrier, if delivered by nationally recognized overnight carrier, and (d) the business day after transmittal when transmitted with electronic confirmation of receipt, if transmitted by facsimile. Any party may change the address or facsimile number to which notices or communications are to be sent to it by giving notice of such change in the manner herein provided for giving notice. Until changed by notice, the following shall be the address and facsimile number to which notices shall be sent:

If to the Company, to: Southside Bank

1201 South Beckham

Tyler, Texas 75701

FAX: 903-592-3692

TELE: 903-531-7111

If to the Employee, to: Brian McCabe

8306 Yale Drive

Tyler, TX 75703

FAX: 903-592-3692

TELE: 903-531-7111

(e) Amendment or Waiver . No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Employee and such officer as may be specifically designated by the Board (which shall not include the Employee). No waiver by either party hereto at any time of any breach by the other party hereto of or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement.

(f) Invalid Provisions . Should any portion of this Agreement be adjudged or held to be invalid, unenforceable or void, such holding shall not have the effect of invalidating or voiding the remainder of this Agreement and the parties hereby agree that the portion so held invalid, unenforceable or void shall if possible, be deemed amended or reduced in scope, or otherwise be stricken from this Agreement to the extent required for the purposes of validity and enforcement thereof.

(g) Unreasonable Compensation . If any portion of the Compensation and Benefits provided by this Agreement should be deemed to be unreasonable or disproportionate to the services the Employee provides (under 12 C.F.R. 364 or other applicable law), the Company shall reduce such Compensation and Benefits to the maximum amount that would be reasonable or proportionate.

(h) Survival of the Employee’s Obligations . The Employee’s obligations under this Agreement shall survive regardless of whether the Employee’s employment by the Company is terminated, voluntarily or involuntarily, by the Company or the Employee, with or without Cause.

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Employee acknowledges that new, independent and valuable benefits have been received by Employee by virtue of this Agreement and such constitutes consideration for Employee’s agreements herein.

(i) Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

(j) Governing Law . This Agreement and any action or proceeding related to it shall be governed by and construed under the laws of the State of Texas.

(k) Captions and Gender . The use of Captions and Section headings herein is for purposes of convenience only and shall not effect the interpretation or substance of any provisions contained herein. Similarly, the use of the masculine gender with respect to pronouns in this Agreement is for purposes of convenience and includes either sex who may be a signatory.

(l) Effect on Prior Agreements . This Agreement, and any attachments, represent the entire understanding between the parties hereto and supersedes in all respects any other prior Agreement or understanding between the Company and the Employee regarding the Employee’s employment, provided, however, that if the Company determines, after a review of the final regulations issued under Section 409A of the Code and all applicable IRS guidance, that this Agreement should be further amended to avoid triggering the tax and interest penalties imposed by Section 409A of the Code, the Company may amend this Agreement to the extent necessary to avoid triggering the tax and interest penalties imposed by Section 409A of the Code.

(m) Independent Consideration. Employee acknowledges that this Agreement is fully supported by new and independent consideration to Employee and fully meets the requirements of Texas laws as they relate to employment agreements that contain non-compensation agreements. Employee agrees to all of the terms of this Agreement as part of receiving the new and independent consideration extended to Employee under this Agreement.

IN WITNESS WHEREOF, the Employee and a duly authorized Company officer have signed this Agreement as of the date first written above.



THE EMPLOYEE:		SOUTHSIDE BANK

/s/ Brian McCabe	By:	/s/ B.G. Hartley

BRIAN MCCABE	Title:	Chairman and CEO

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EXHIBIT 21

SUBSIDIARIES OF THE REGISTRANT

The Company has six subsidiaries:


1.	Southside Bank is a state bank, organized under the authority of the Banking Department of Texas.


2.	Red File #1, Inc., created under the laws of the State of Texas.


3.	Southside Statutory Trust III, a statutory business trust created under the laws of the State of Connecticut.


4.	Southside Statutory Trust IV, a statutory business trust created under the laws of the State of Delaware.


5.	Southside Statutory Trust V, a statutory business trust created under the laws of the State of Delaware.


6.	Magnolia Trust Company I, a statutory business trust created under the laws of the State of Delaware.

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1) Registration Statement (Form S-8 No. 333-159097) pertaining to the Southside Bancshares, Inc. 2009 Incentive Plan,

(2) Registration Statement (Form S-3D No. 333-195861) pertaining to the Southside Bancshares, Inc. Dividend Reinvestment Plan,

(3) Registration Statement (Form S-8 No. 333-199439) pertaining to the Savings Plan for the Subsidiaries of Southside Bancshares, Inc.,

(4) Registration Statement (Form S-3 No. 333-213580) pertaining to an automatic shelf registration statement of Southside Bancshares, Inc., and

(5) Registration Statement (Form S-8 No. 333-219409) pertaining to the Southside Bancshares, Inc. 2017 Incentive Plan

of our reports dated February 28, 2018, with respect to the consolidated financial statements of Southside Bancshares, Inc. and subsidiaries and the effectiveness of internal control over financial reporting of Southside Bancshares, Inc. and subsidiaries included in this Annual Report (Form 10-K) of Southside Bancshares, Inc. for the year ended December 31, 2017.

/s/ Ernst & Young LLP

Dallas, Texas

February 28, 2018

Exhibit 31.1

Certification of Chief Executive Officer

I, Lee R. Gibson, certify that:


1.	I have reviewed this Annual Report on Form 10-K of Southside Bancshares, 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(s) 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(s) 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 the 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.



Date:	February 28, 2018	By:	/s/ LEE R. GIBSON
			Lee R. Gibson, CPA
			President and Chief Executive Officer

Exhibit 31.2

Certification of Chief Financial Officer

I, Julie N. Shamburger, certify that:


1.	I have reviewed this Annual Report on Form 10-K of Southside Bancshares, 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(s) 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(s) 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 the 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.



Date:	February 28, 2018	By:	/s/ JULIE N. SHAMBURGER
			Julie N. Shamburger, CPA
			Senior Executive Vice President and Chief Financial Officer

Exhibit 32

Certification of Chief Executive and Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the filing of the Annual Report on Form 10-K for the period ended December 31, 2017 (the “Report”) by Southside Bancshares, Inc. (“Registrant”), each of the undersigned hereby certifies that to his or her knowledge:


1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and


2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Registrant.



Date:	February 28, 2018	By:	/s/ LEE R. GIBSON
			Lee R. Gibson, CPA
			President and Chief Executive Officer

Date:	February 28, 2018	By:	/s/ JULIE N. SHAMBURGER
			Julie N. Shamburger, CPA
			Senior Executive Vice President and Chief Financial Officer