ý
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Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|
¨
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Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
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Delaware
|
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75-2679109
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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2000 McKinney Avenue, Suite 700,
Dallas, Texas, U.S.A.
|
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75201
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(Address of principal executive officers)
|
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(Zip Code)
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Large Accelerated Filer
x
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Accelerated Filer
¨
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Non-Accelerated Filer
¨
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Non-Accelerated Filer
¨
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(Do not check if a smaller reporting company)
|
PART I
|
||
Item 1.
|
||
Item 1A.
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||
Item 1B.
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||
Item 2.
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||
Item 3.
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||
Item 4.
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||
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||
PART II
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||
Item 5.
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||
Item 6.
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||
Item 7.
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||
Item 7A.
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||
Item 8.
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||
Item 9.
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||
Item 9A.
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||
Item 9B.
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||
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||
PART III
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||
Item 10.
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||
Item 11.
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||
Item 12.
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||
Item 13.
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||
Item 14.
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||
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PART IV
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||
Item 15.
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ITEM 1.
|
BUSINESS
|
|
December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Loans held for sale
|
$
|
968,929
|
|
|
$
|
86,075
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Loans held for investment, mortgage finance
|
4,497,338
|
|
|
4,966,276
|
|
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4,102,125
|
|
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2,784,265
|
|
|
3,175,272
|
|
|||||
Loans held for investment, net
|
13,001,011
|
|
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11,745,674
|
|
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10,154,887
|
|
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8,486,603
|
|
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6,785,837
|
|
|||||
Assets
|
21,697,134
|
|
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18,903,821
|
|
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15,900,034
|
|
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11,717,174
|
|
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10,537,853
|
|
|||||
Demand deposits
|
7,994,201
|
|
|
6,386,911
|
|
|
5,011,619
|
|
|
3,347,567
|
|
|
2,535,375
|
|
|||||
Total deposits
|
17,016,831
|
|
|
15,084,619
|
|
|
12,673,300
|
|
|
9,257,379
|
|
|
7,440,804
|
|
|||||
Stockholders’ equity
|
2,009,557
|
|
|
1,623,533
|
|
|
1,484,190
|
|
|
1,096,350
|
|
|
836,242
|
|
|
December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Commercial
|
$
|
7,291,545
|
|
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$
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6,672,631
|
|
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$
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5,869,219
|
|
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$
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5,020,565
|
|
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$
|
4,106,419
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Total real estate
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5,560,909
|
|
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4,990,914
|
|
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4,223,532
|
|
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3,409,427
|
|
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2,630,390
|
|
|||||
Construction
|
2,098,706
|
|
|
1,851,717
|
|
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1,416,405
|
|
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1,262,905
|
|
|
737,637
|
|
|||||
Real estate term
|
3,462,203
|
|
|
3,139,197
|
|
|
2,807,127
|
|
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2,146,522
|
|
|
1,892,753
|
|
|||||
Mortgage finance
|
4,497,338
|
|
|
4,966,276
|
|
|
4,102,125
|
|
|
2,784,265
|
|
|
3,175,272
|
|
|||||
Equipment leases
|
185,529
|
|
|
113,996
|
|
|
99,495
|
|
|
93,160
|
|
|
69,470
|
|
|||||
Consumer
|
34,587
|
|
|
25,323
|
|
|
19,699
|
|
|
15,350
|
|
|
19,493
|
|
•
|
targeting middle market businesses and successful professionals and entrepreneurs;
|
•
|
growing our loan and deposit base in our existing markets by hiring additional experienced bankers in our different lines of business;
|
•
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developing lines of business that leverage our strengths and complement our existing lines of business;
|
•
|
continuing our emphasis on credit policy to maintain credit quality consistent with long-term objectives;
|
•
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leveraging our existing infrastructure to support a larger volume of business;
|
•
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maintaining stringent internal approval processes for capital and operating expenditures;
|
•
|
continuing our extensive use of outsourcing to provide cost-effective operational support and service levels consistent with large-bank operations; and
|
•
|
extending our reach within our target markets and lines of business through service innovation and service excellence.
|
•
|
commercial loans for general corporate purposes including financing for working capital, internal growth, acquisitions and financing for business insurance premiums;
|
•
|
real estate term and construction loans;
|
•
|
mortgage finance lending;
|
•
|
mortgage correspondent aggregation;
|
•
|
equipment leasing;
|
•
|
medium- and long-term tax-exempt loans for municipalities and other governmental and tax-exempt entities;
|
•
|
treasury management services;
|
•
|
wealth management and trust services; and
|
•
|
letters of credit.
|
•
|
personal wealth management and trust services;
|
•
|
certificates of deposit;
|
•
|
interest-bearing and non-interest-bearing checking accounts with optional features such as Visa® debit/ATM cards and overdraft protection;
|
•
|
traditional money market and savings accounts;
|
•
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loans, both secured and unsecured; and
|
•
|
Internet banking.
|
•
|
Well capitalized-equals or exceeds a 10% total risk-based capital ratio, 8% Tier 1 risk-based capital ratio, and 5% leverage ratio and is not subject to any written agreement, order or directive requiring it to maintain a specific level for any capital measure;
|
•
|
Adequately capitalized-equals or exceeds an 8% total risk-based capital ratio, 6% Tier 1 risk-based capital ratio, and 4% leverage ratio;
|
•
|
Undercapitalized-total risk-based capital ratio of less than 8%, or a Tier 1 risk-based ratio of less than 6%, or a leverage ratio of less than 4%;
|
•
|
Significantly undercapitalized-total risk-based capital ratio of less than 6%, or a Tier 1 risk-based capital ratio of less than 4%, or a leverage ratio of less than 3%; and
|
•
|
Critically undercapitalized-a ratio of tangible equity to total assets equal to or less than 2%.
|
•
|
allows bank holding companies meeting management, capital and Community Reinvestment Act standards to engage in a substantially broader range of non-banking activities than was permissible prior to enactment, including insurance underwriting and making merchant banking investments in commercial and financial companies;
|
•
|
allows insurers and other financial services companies to acquire banks;
|
•
|
removes various restrictions that applied to bank holding company ownership of securities firms and mutual fund advisory companies; and
|
•
|
establishes the overall regulatory structure applicable to bank holding companies that also engage in insurance and securities operations.
|
ITEM 1A.
|
RISK FACTORS
|
•
|
Adverse changes in local, U.S. and global economic and industry conditions;
|
•
|
Declines in the value of collateral, including asset values that are directly or indirectly related to external factors such as commodity prices, real estate values or interest rates;
|
•
|
Concentrations of credit associated with specific loan categories, industries or collateral types; and
|
•
|
Risks specific to individual borrowers.
|
•
|
continue to identify and expand into suitable markets and lines of business, in Texas, regionally and nationally;
|
•
|
develop new products and services and execute our full range of products and services more efficiently and effectively;
|
•
|
attract and retain qualified bankers in each of our targeted markets to build our customer base;
|
•
|
respond to market opportunities promptly and nimbly while balancing the demands of risk management and compliance with regulatory requirements;
|
•
|
expand our loan portfolio in an intensely competitive environment while maintaining credit quality;
|
•
|
attract sufficient deposits and capital to fund our anticipated loan growth and satisfy regulatory requirements;
|
•
|
control expenses; and
|
•
|
acquire and maintain sufficient qualified staffing and information technology and operational infrastructure to support growth and compliance with increasing and changing regulatory requirements.
|
•
|
national, regional and local economic conditions;
|
•
|
the value of the U.S. Dollar in relation to the currencies of other advanced and emerging market countries;
|
•
|
the performance of both domestic and international equity and debt markets and valuation of securities represented and traded on recognized domestic and international exchanges;
|
•
|
fluctuations in the value of commodities including but not limited to petroleum and natural gas;
|
•
|
general economic consequences of international conditions, such as weakness in European sovereign debt and foreign currencies and the impact of that weakness on the US and global economies;
|
•
|
legislative and regulatory changes impacting our industry;
|
•
|
the financial health of our customers and economic conditions affecting them and the value of our collateral, including effects from continued low prices of energy and other commodities;
|
•
|
the incidence of fraud, illegal payments, security breaches and other illegal acts among or impacting our Bank and our customers;
|
•
|
structural changes in the markets for origination, sale and servicing of residential mortgages;
|
•
|
changes in governmental economic and regulatory policies generally, including the extent and timing of intervention in credit markets by the Federal Reserve Board or withdrawal from that intervention;
|
•
|
changes in the availability of liquidity at a systemic level; and
|
•
|
material inflation or deflation.
|
•
|
Brokered deposits;
|
•
|
The Federal Reserve discount window;
|
•
|
Advances from the Federal Home Loan Bank;
|
•
|
Capital markets transactions; and
|
•
|
Development of new financial services.
|
•
|
actual or anticipated variations in quarterly and annual results of operations;
|
•
|
changes in recommendations by securities analysts;
|
•
|
changes in composition and perceptions of the investors who own our stock and other securities;
|
•
|
changes in ratings from national rating agencies on publicly or privately owned debt securities;
|
•
|
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, including regulatory actions against other financial institutions;
|
•
|
actual or expected economic conditions that are perceived to affect our company such as changes in commodity prices, real estate values or interest rates;
|
•
|
perceptions in the marketplace regarding us and/or our competitors;
|
•
|
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;
|
•
|
changes in government regulations and interpretation of those regulations, changes in our practices requested or required by regulators and changes in regulatory enforcement focus; and
|
•
|
geopolitical conditions such as acts or threats of terrorism or military conflicts.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
||||||||||||
Texas Capital
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Bancshares, Inc.
|
$
|
100.00
|
|
|
$
|
146.42
|
|
|
$
|
203.20
|
|
|
$
|
177.49
|
|
|
$
|
161.45
|
|
|
$
|
256.13
|
|
Russell 2000
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Index (RTY)
|
100.00
|
|
|
114.68
|
|
|
156.71
|
|
|
162.41
|
|
|
153.41
|
|
|
183.02
|
|
||||||
Nasdaq Bank
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Index (CBNK)
|
100.00
|
|
|
116.01
|
|
|
160.04
|
|
|
164.88
|
|
|
175.96
|
|
|
236.70
|
|
ITEM 6.
|
SELECTED CONSOLIDATED FINANCIAL DATA
|
|
At or For the Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(In thousands, except per share, average share and percentage data)
|
||||||||||||||||||
Consolidated Operating Data(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
$
|
703,408
|
|
|
$
|
602,958
|
|
|
$
|
514,547
|
|
|
$
|
444,625
|
|
|
$
|
398,457
|
|
Interest expense
|
63,594
|
|
|
46,428
|
|
|
37,582
|
|
|
25,112
|
|
|
21,578
|
|
|||||
Net interest income
|
639,814
|
|
|
556,530
|
|
|
476,965
|
|
|
419,513
|
|
|
376,879
|
|
|||||
Provision for credit losses
|
77,000
|
|
|
53,250
|
|
|
22,000
|
|
|
19,000
|
|
|
11,500
|
|
|||||
Net interest income after provision for credit losses
|
562,814
|
|
|
503,280
|
|
|
454,965
|
|
|
400,513
|
|
|
365,379
|
|
|||||
Non-interest income
|
60,780
|
|
|
47,738
|
|
|
42,511
|
|
|
44,024
|
|
|
43,040
|
|
|||||
Non-interest expense
|
382,397
|
|
|
326,523
|
|
|
285,114
|
|
|
256,729
|
|
|
219,881
|
|
|||||
Income before income taxes
|
241,197
|
|
|
224,495
|
|
|
212,362
|
|
|
187,808
|
|
|
188,538
|
|
|||||
Income tax expense
|
86,078
|
|
|
79,641
|
|
|
76,010
|
|
|
66,757
|
|
|
67,866
|
|
|||||
Net income
|
155,119
|
|
|
144,854
|
|
|
136,352
|
|
|
121,051
|
|
|
120,672
|
|
|||||
Preferred stock dividends
|
9,750
|
|
|
9,750
|
|
|
9,750
|
|
|
7,394
|
|
|
—
|
|
|||||
Net income available to common stockholders
|
$
|
145,369
|
|
|
$
|
135,104
|
|
|
$
|
126,602
|
|
|
$
|
113,657
|
|
|
$
|
120,672
|
|
Consolidated Balance Sheet Data(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
21,697,134
|
|
|
$
|
18,903,821
|
|
|
$
|
15,900,034
|
|
|
$
|
11,717,174
|
|
|
$
|
10,537,853
|
|
Loans held for sale
|
968,929
|
|
|
86,075
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loans held for investment
|
13,001,011
|
|
|
11,745,674
|
|
|
10,154,887
|
|
|
8,486,603
|
|
|
6,785,837
|
|
|||||
Loans held for investment, mortgage finance loans
|
4,497,338
|
|
|
4,966,276
|
|
|
4,102,125
|
|
|
2,784,265
|
|
|
3,175,272
|
|
|||||
Liquidity assets(2)
|
2,725,645
|
|
|
1,681,374
|
|
|
1,233,990
|
|
|
61,427
|
|
|
94,410
|
|
|||||
Securities available-for-sale
|
24,874
|
|
|
29,992
|
|
|
41,719
|
|
|
63,214
|
|
|
100,195
|
|
|||||
Demand deposits
|
7,994,201
|
|
|
6,386,911
|
|
|
5,011,619
|
|
|
3,347,567
|
|
|
2,535,375
|
|
|||||
Total deposits
|
17,016,831
|
|
|
15,084,619
|
|
|
12,673,300
|
|
|
9,257,379
|
|
|
7,440,804
|
|
|||||
Federal funds purchased and repurchase agreements
|
109,575
|
|
|
143,051
|
|
|
92,676
|
|
|
170,604
|
|
|
297,115
|
|
|||||
Other borrowings
|
2,000,000
|
|
|
1,500,000
|
|
|
1,100,005
|
|
|
855,026
|
|
|
1,650,046
|
|
|||||
Subordinated notes
|
281,044
|
|
|
280,682
|
|
|
280,321
|
|
|
108,110
|
|
|
108,009
|
|
|||||
Trust preferred subordinated debentures
|
113,406
|
|
|
113,406
|
|
|
113,406
|
|
|
113,406
|
|
|
113,406
|
|
|||||
Stockholders’ equity
|
2,009,557
|
|
|
1,623,533
|
|
|
1,484,190
|
|
|
1,096,350
|
|
|
836,242
|
|
|
At or For the Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(In thousands, except per share, average share and percentage data)
|
||||||||||||||||||
Other Financial Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Income per share
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
3.14
|
|
|
$
|
2.95
|
|
|
$
|
2.93
|
|
|
$
|
2.78
|
|
|
$
|
3.09
|
|
Diluted
|
3.11
|
|
|
2.91
|
|
|
2.88
|
|
|
2.72
|
|
|
3.00
|
|
|||||
Tangible book value per share(3)
|
37.17
|
|
|
31.69
|
|
|
28.72
|
|
|
22.54
|
|
|
20.04
|
|
|||||
Book value per share
|
37.56
|
|
|
32.12
|
|
|
29.17
|
|
|
23.06
|
|
|
20.53
|
|
|||||
Weighted average shares
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
46,239,210
|
|
|
45,808,440
|
|
|
43,236,344
|
|
|
40,864,225
|
|
|
39,046,340
|
|
|||||
Diluted
|
46,765,902
|
|
|
46,437,872
|
|
|
44,003,256
|
|
|
41,779,881
|
|
|
40,165,847
|
|
|||||
Selected Financial Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Performance Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest margin
|
3.14
|
%
|
|
3.14
|
%
|
|
3.78
|
%
|
|
4.22
|
%
|
|
4.41
|
%
|
|||||
Return on average assets
|
0.74
|
%
|
|
0.79
|
%
|
|
1.05
|
%
|
|
1.17
|
%
|
|
1.35
|
%
|
|||||
Return on average equity
|
9.27
|
%
|
|
9.65
|
%
|
|
11.31
|
%
|
|
12.82
|
%
|
|
16.93
|
%
|
|||||
Efficiency ratio(4)
|
54.58
|
%
|
|
54.04
|
%
|
|
54.88
|
%
|
|
55.39
|
%
|
|
52.35
|
%
|
|||||
Non-interest expense to average earning assets
|
1.88
|
%
|
|
1.84
|
%
|
|
2.26
|
%
|
|
2.58
|
%
|
|
2.57
|
%
|
|||||
Asset Quality Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Net charge-offs (recoveries) to average LHI
|
0.29
|
%
|
|
0.07
|
%
|
|
0.05
|
%
|
|
0.05
|
%
|
|
0.07
|
%
|
|||||
Net charge-offs (recoveries) to average LHI excluding mortgage finance loans
|
0.38
|
%
|
|
0.10
|
%
|
|
0.07
|
%
|
|
0.07
|
%
|
|
0.10
|
%
|
|||||
Allowance for loan losses to LHI
|
0.96
|
%
|
|
0.84
|
%
|
|
0.71
|
%
|
|
0.78
|
%
|
|
0.75
|
%
|
|||||
Allowance for loan losses to LHI excluding mortgage finance loans
|
1.29
|
%
|
|
1.20
|
%
|
|
0.99
|
%
|
|
1.03
|
%
|
|
1.10
|
%
|
|||||
Allowance for loan losses to non-accrual loans
|
1.0x
|
|
|
.8x
|
|
|
2.3x
|
|
|
2.7x
|
|
|
1.3x
|
|
|||||
Non-accrual loans to LHI
|
0.96
|
%
|
|
1.08
|
%
|
|
0.30
|
%
|
|
0.29
|
%
|
|
0.56
|
%
|
|||||
Non-accrual loans to LHI excluding mortgage finance loans
|
1.29
|
%
|
|
1.53
|
%
|
|
0.43
|
%
|
|
0.38
|
%
|
|
0.82
|
%
|
|||||
Total NPAs to LHI plus OREO
|
1.07
|
%
|
|
1.08
|
%
|
|
0.31
|
%
|
|
0.33
|
%
|
|
0.72
|
%
|
|||||
Total NPAs to LHI excluding mortgage finance loans plus OREO
|
1.43
|
%
|
|
1.53
|
%
|
|
0.43
|
%
|
|
0.44
|
%
|
|
1.06
|
%
|
|||||
Capital and Liquidity Ratios(5)
|
|
|
|
|
|
|
|
|
|
||||||||||
CET1
|
8.97
|
%
|
|
7.47
|
%
|
|
7.89
|
%
|
|
N/A
|
|
|
N/A
|
|
|||||
Total capital ratio
|
10.23
|
%
|
|
11.05
|
%
|
|
11.83
|
%
|
|
10.73
|
%
|
|
9.97
|
%
|
|||||
Tier 1 capital ratio
|
12.48
|
%
|
|
8.81
|
%
|
|
9.46
|
%
|
|
9.15
|
%
|
|
8.27
|
%
|
|||||
Tier 1 leverage ratio
|
9.34
|
%
|
|
8.92
|
%
|
|
10.76
|
%
|
|
10.87
|
%
|
|
9.41
|
%
|
|||||
Average equity/average assets
|
8.20
|
%
|
|
8.51
|
%
|
|
9.75
|
%
|
|
9.68
|
%
|
|
7.95
|
%
|
|||||
Tangible common equity/total tangible
assets(6)
|
8.49
|
%
|
|
7.69
|
%
|
|
8.26
|
%
|
|
7.87
|
%
|
|
7.73
|
%
|
|||||
Average net loans/average deposits
|
95.82
|
%
|
|
101.71
|
%
|
|
111.57
|
%
|
|
116.25
|
%
|
|
129.97
|
%
|
(1)
|
The consolidated operating data and consolidated balance sheet data presented above for the five most recent fiscal years have been derived from our audited consolidated financial statements. The historical results are not necessarily indicative of the results to be expected in any future period.
|
(2)
|
Liquidity assets consist of Federal funds sold and deposits in other banks.
|
(3)
|
Stockholders' equity excluding preferred stock, less goodwill and intangibles, divided by shares outstanding at period end.
|
(4)
|
Non-interest expense divided by the sum of net interest income and non-interest income.
|
(5)
|
The Basel III Capital Rules specifying the CET1 ratio became effective on January 1, 2015.
|
(6)
|
Stockholders' equity excluding preferred stock and accumulated other comprehensive income less goodwill and intangibles divided by total assets less accumulated other comprehensive income and goodwill and intangibles.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Deterioration of the credit quality of our loan portfolio or declines in the value of collateral related to external factors such as commodity prices, real estate values or interest rates, increased default rates and loan losses or adverse changes in the industry concentrations of our loan portfolio.
|
•
|
Changing economic conditions or other developments adversely affecting our commercial, entrepreneurial and professional customers.
|
•
|
Changes in the value of commercial and residential real estate securing our loans or in the demand for credit to support the purchase and ownership of such assets.
|
•
|
The failure to correctly assess and model the assumptions supporting our allowance for loan losses, causing it to become inadequate in the event of deteriorations in loan quality and increases in charge-offs.
|
•
|
Changes in the U.S. economy in general or the Texas economy specifically resulting in deterioration of credit quality, increases in non-performing assets or charge-offs or reduced demand for credit or other financial services we offer, including the effects from declines in the level of drilling and production related to the continued volatility in oil and gas prices.
|
•
|
Adverse changes in economic or market conditions, or our operating performance, which could cause access to capital market transactions and other sources of funding to become more difficult to obtain on terms and conditions that are acceptable to us.
|
•
|
The inadequacy of our available funds to meet our deposit, debt and other obligations as they become due, or our failure to maintain our capital ratios as a result of adverse changes in our operating performance or financial condition, or changes in applicable regulations or regulator interpretation of regulations impacting our business or the characterization or risk weight of our assets.
|
•
|
The failure to effectively balance our funding sources with cash demands by depositors and borrowers.
|
•
|
The failure to manage our information systems risk or to prevent cyber-attacks against us or our third party vendors, or to manage risks from disruptions or security breaches affecting our third party vendors.
|
•
|
The failure to effectively manage our interest rate risk resulting from unexpectedly large or sudden changes in interest rates or rate or maturity imbalances in our assets and liabilities, and potential adverse effects to our borrowers including their inability to repay loans with increased interest rates.
|
•
|
Legislative and regulatory changes imposing further restrictions and costs on our business, a failure to remain well capitalized or well managed status or regulatory enforcement actions against us, and uncertainty related to future implementation and enforcement of regulatory requirements resulting from the current political environment.
|
•
|
The failure to successfully execute our business strategy, which may include expanding into new markets, developing and launching new lines of business or new products and services within the expected timeframes and budgets or to successfully manage the risks related to the development and implementation of these new businesses, products or services.
|
•
|
The failure to attract and retain key personnel or the loss of key individuals or groups of employees.
|
•
|
Adverse changes in economic or business conditions that impact the financial markets or our customers.
|
•
|
Structural changes in the markets for origination, sale and servicing of residential mortgages.
|
•
|
Increased or more effective competition from banks and other financial service providers in our markets.
|
•
|
Uncertainty in the pricing of mortgage loans that we purchase, and later sell or securitize, as well as competition for the MSRs related to these loans and related interest rate risk resulting from retaining MSRs, and the potential effects of higher interest rates on our MCA loan volumes.
|
•
|
Material failures of our accounting estimates and risk management processes based on management judgment, or the supporting analytical and forecasting models.
|
•
|
Failure of our risk management strategies and procedures, including failure or circumvention of our controls.
|
•
|
Credit risk resulting from our exposure to counterparties.
|
•
|
An increase in the incidence or severity of fraud, illegal payments, security breaches and other illegal acts impacting our Bank and our customers.
|
•
|
The failure to maintain adequate regulatory capital to support our business.
|
•
|
Unavailability of funds obtained from borrowing or capital transactions or from our Bank to fund our obligations.
|
•
|
Incurrence of material costs and liabilities associated with legal and regulatory proceedings and related matters with respect to the financial services industry, including those directly involving us or our Bank.
|
•
|
Environmental liability associated with properties related to our lending activities.
|
•
|
Severe weather, natural disasters, acts of war or terrorism and other external events.
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2016/2015
|
|
2015/2014
|
||||||||||||||||||||
|
Net
Change
|
|
Change Due To(1)
|
|
Net
Change
|
|
Change Due To(1)
|
||||||||||||||||
|
Volume
|
|
Yield/Rate(2)
|
|
Volume
|
|
Yield/Rate(2)
|
||||||||||||||||
Interest income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities
|
$
|
(305
|
)
|
|
$
|
(301
|
)
|
|
$
|
(4
|
)
|
|
$
|
(672
|
)
|
|
$
|
(622
|
)
|
|
$
|
(50
|
)
|
Loans held for sale
|
13,766
|
|
|
15,667
|
|
|
(1,901
|
)
|
|
243
|
|
|
243
|
|
|
—
|
|
||||||
Loans held for investment, mortgage finance loans
|
15,070
|
|
|
9,004
|
|
|
6,066
|
|
|
25,616
|
|
|
33,288
|
|
|
(7,672
|
)
|
||||||
Loans held for investment
|
61,222
|
|
|
53,751
|
|
|
7,471
|
|
|
57,264
|
|
|
83,268
|
|
|
(26,004
|
)
|
||||||
Federal funds sold
|
865
|
|
|
102
|
|
|
763
|
|
|
475
|
|
|
459
|
|
|
16
|
|
||||||
Deposits in other banks
|
10,019
|
|
|
1,792
|
|
|
8,227
|
|
|
5,387
|
|
|
5,217
|
|
|
170
|
|
||||||
Total
|
100,637
|
|
|
80,015
|
|
|
20,622
|
|
|
88,313
|
|
|
121,853
|
|
|
(33,540
|
)
|
||||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Transaction deposits
|
4,604
|
|
|
808
|
|
|
3,796
|
|
|
1,677
|
|
|
702
|
|
|
975
|
|
||||||
Savings deposits
|
8,290
|
|
|
1,530
|
|
|
6,760
|
|
|
4,399
|
|
|
2,852
|
|
|
1,547
|
|
||||||
Time deposits
|
294
|
|
|
(89
|
)
|
|
383
|
|
|
1,005
|
|
|
363
|
|
|
642
|
|
||||||
Deposits in foreign branches
|
(591
|
)
|
|
(591
|
)
|
|
—
|
|
|
(648
|
)
|
|
(616
|
)
|
|
(32
|
)
|
||||||
Other borrowings
|
4,110
|
|
|
180
|
|
|
3,930
|
|
|
1,789
|
|
|
1,966
|
|
|
(177
|
)
|
||||||
Long-term debt
|
458
|
|
|
22
|
|
|
436
|
|
|
624
|
|
|
897
|
|
|
(273
|
)
|
||||||
Total
|
17,165
|
|
|
1,860
|
|
|
15,305
|
|
|
8,846
|
|
|
6,164
|
|
|
2,682
|
|
||||||
Net interest income
|
$
|
83,472
|
|
|
$
|
78,155
|
|
|
$
|
5,317
|
|
|
$
|
79,467
|
|
|
$
|
115,689
|
|
|
$
|
(36,222
|
)
|
(1)
|
Changes attributable to both volume and yield/rate are allocated to both volume and yield/rate on an equal basis.
|
(2)
|
Taxable equivalent rates used where applicable assuming a 35% tax rate.
|
|
Year ended December 31,
|
|||||||||||||||||||||||
|
2016
|
2015
|
2014
|
|||||||||||||||||||||
|
Average
Balance
|
Revenue /
Expense(1)
|
Yield /
Rate(2)
|
Average
Balance
|
Revenue /
Expense(1)
|
Yield /
Rate(2) |
Average
Balance
|
Revenue /
Expense(1)
|
Yield /
Rate(2) |
|||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Securities—taxable
|
$
|
26,619
|
|
$
|
943
|
|
3.54
|
%
|
$
|
33,616
|
|
$
|
1,197
|
|
3.56
|
%
|
$
|
43,029
|
|
$
|
1,590
|
|
3.70
|
%
|
Securities—non-taxable
|
604
|
|
36
|
|
5.92
|
%
|
1,544
|
|
87
|
|
5.63
|
%
|
6,171
|
|
366
|
|
5.93
|
%
|
||||||
Federal funds sold
|
310,128
|
|
1,547
|
|
0.50
|
%
|
269,610
|
|
682
|
|
0.25
|
%
|
83,816
|
|
207
|
|
0.25
|
%
|
||||||
Deposits in other banks
|
3,133,196
|
|
16,312
|
|
0.52
|
%
|
2,438,742
|
|
6,293
|
|
0.26
|
%
|
360,857
|
|
906
|
|
0.25
|
%
|
||||||
Loans held for sale
|
416,325
|
|
14,009
|
|
3.36
|
%
|
6,359
|
|
243
|
|
3.82
|
%
|
—
|
|
—
|
|
—
|
%
|
||||||
Loans held for investment, mortgage finance
|
4,292,942
|
|
134,747
|
|
3.14
|
%
|
3,992,548
|
|
119,677
|
|
3.00
|
%
|
2,948,938
|
|
94,061
|
|
3.19
|
%
|
||||||
Loans held for investment
|
12,371,634
|
|
536,031
|
|
4.33
|
%
|
11,113,520
|
|
474,809
|
|
4.27
|
%
|
9,265,725
|
|
417,545
|
|
4.51
|
%
|
||||||
Less reserve for loan losses
|
163,623
|
|
—
|
|
—
|
|
114,965
|
|
—
|
|
—
|
|
91,363
|
|
—
|
|
—
|
|
||||||
Loans held for investment, net
|
16,500,953
|
|
670,778
|
|
4.07
|
%
|
14,991,103
|
|
594,486
|
|
3.97
|
%
|
12,123,300
|
|
511,606
|
|
4.22
|
%
|
||||||
Total earning assets
|
20,387,825
|
|
703,625
|
|
3.45
|
%
|
17,740,974
|
|
602,988
|
|
3.40
|
%
|
12,617,173
|
|
514,675
|
|
4.08
|
%
|
||||||
Cash and other assets
|
558,900
|
|
|
|
480,616
|
|
|
|
393,884
|
|
|
|
||||||||||||
Total assets
|
$
|
20,946,725
|
|
|
|
$
|
18,221,590
|
|
|
|
$
|
13,011,057
|
|
|
|
|||||||||
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Transaction deposits
|
$
|
2,199,292
|
|
$
|
7,219
|
|
0.33
|
%
|
$
|
1,680,220
|
|
$
|
2,615
|
|
0.16
|
%
|
$
|
960,812
|
|
$
|
938
|
|
0.10
|
%
|
Savings deposits
|
6,403,306
|
|
27,028
|
|
0.42
|
%
|
5,920,046
|
|
18,738
|
|
0.32
|
%
|
4,938,039
|
|
14,339
|
|
0.29
|
%
|
||||||
Time deposits
|
493,128
|
|
2,928
|
|
0.59
|
%
|
510,378
|
|
2,634
|
|
0.52
|
%
|
417,317
|
|
1,629
|
|
0.39
|
%
|
||||||
Deposits in foreign branches
|
—
|
|
—
|
|
—
|
%
|
181,657
|
|
591
|
|
0.33
|
%
|
361,203
|
|
1,239
|
|
0.34
|
%
|
||||||
Total interest-bearing deposits
|
9,095,726
|
|
37,175
|
|
0.41
|
%
|
8,292,301
|
|
24,578
|
|
0.30
|
%
|
6,677,371
|
|
18,145
|
|
0.27
|
%
|
||||||
Other borrowings
|
1,480,302
|
|
6,645
|
|
0.45
|
%
|
1,382,013
|
|
2,535
|
|
0.18
|
%
|
380,167
|
|
746
|
|
0.20
|
%
|
||||||
Subordinated notes
|
280,850
|
|
16,764
|
|
5.97
|
%
|
280,487
|
|
16,764
|
|
5.98
|
%
|
265,773
|
|
16,202
|
|
6.10
|
%
|
||||||
Trust preferred subordinated debentures
|
113,406
|
|
3,009
|
|
2.65
|
%
|
113,406
|
|
2,551
|
|
2.25
|
%
|
113,406
|
|
2,489
|
|
2.19
|
%
|
||||||
Total interest-bearing liabilities
|
10,970,284
|
|
63,593
|
|
0.58
|
%
|
10,068,207
|
|
46,428
|
|
0.46
|
%
|
7,436,717
|
|
37,582
|
|
0.51
|
%
|
||||||
Demand deposits
|
8,124,174
|
|
|
|
6,447,147
|
|
|
|
4,188,173
|
|
|
|
||||||||||||
Other liabilities
|
134,678
|
|
|
|
155,960
|
|
|
|
116,566
|
|
|
|
||||||||||||
Stockholders’ equity
|
1,717,589
|
|
|
|
1,550,276
|
|
|
|
1,269,601
|
|
|
|
||||||||||||
Total liabilities and stockholders’ equity
|
$
|
20,946,725
|
|
|
|
$
|
18,221,590
|
|
|
|
$
|
13,011,057
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net interest income
|
|
$
|
640,032
|
|
|
|
$
|
556,560
|
|
|
|
$
|
477,093
|
|
|
|||||||||
Net interest margin
|
|
|
3.14
|
%
|
|
|
3.14
|
%
|
|
|
3.78
|
%
|
||||||||||||
Net interest spread
|
|
|
2.87
|
%
|
|
|
2.94
|
%
|
|
|
3.57
|
%
|
||||||||||||
Loan spread(3)
|
|
|
3.81
|
%
|
|
|
3.80
|
%
|
|
|
4.05
|
%
|
(1)
|
The loan averages include non-accrual loans which are stated net of unearned income. Loan interest income includes loan fees totaling $56.5 million, $55.8 million and $50.0 million for the years ended December 31, 2016, 2015 and 2014, respectively.
|
(2)
|
Taxable equivalent rates used where applicable assuming a 35% tax rate.
|
(3)
|
Yield on loans, net of reserves, less funding cost including all deposits and borrowed funds.
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Service charges on deposit accounts
|
$
|
10,341
|
|
|
$
|
8,323
|
|
|
$
|
7,253
|
|
Trust fee income
|
4,268
|
|
|
5,022
|
|
|
4,937
|
|
|||
Bank owned life insurance (BOLI) income
|
2,073
|
|
|
2,011
|
|
|
2,067
|
|
|||
Brokered loan fees
|
25,339
|
|
|
18,661
|
|
|
13,981
|
|
|||
Swap fees
|
2,866
|
|
|
4,275
|
|
|
2,992
|
|
|||
Other(1)
|
15,893
|
|
|
9,446
|
|
|
11,281
|
|
|||
Total non-interest income
|
$
|
60,780
|
|
|
$
|
47,738
|
|
|
$
|
42,511
|
|
(1)
|
Other non-interest income includes such items as letter of credit fees, gain on sale of loans held for sale, servicing fees related to the MCA program and other general operating income, none of which account for 1% or more of total interest income and non-interest income.
|
|
|
Year ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in thousands)
|
||||||||||
Salaries and employee benefits
|
|
$
|
228,985
|
|
|
$
|
192,610
|
|
|
$
|
169,051
|
|
Net occupancy expense
|
|
23,221
|
|
|
23,182
|
|
|
20,866
|
|
|||
Marketing
|
|
17,303
|
|
|
16,491
|
|
|
15,989
|
|
|||
Legal and professional
|
|
23,326
|
|
|
22,150
|
|
|
21,182
|
|
|||
Communications and technology
|
|
25,562
|
|
|
21,425
|
|
|
18,667
|
|
|||
FDIC insurance assessment
|
|
24,440
|
|
|
17,231
|
|
|
10,919
|
|
|||
Allowance and other carrying costs for OREO
|
|
824
|
|
|
22
|
|
|
85
|
|
|||
Other(1)
|
|
38,736
|
|
|
33,412
|
|
|
28,355
|
|
|||
Total non-interest expense
|
|
$
|
382,397
|
|
|
$
|
326,523
|
|
|
$
|
285,114
|
|
(1)
|
Other expense includes such items as courier expenses, regulatory assessments other than FDIC insurance, due from bank charges and other general operating expenses, none of which account for 1% or more of total interest income and non-interest income.
|
|
December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Commercial
|
$
|
7,291,545
|
|
|
$
|
6,672,631
|
|
|
$
|
5,869,219
|
|
|
$
|
5,020,565
|
|
|
$
|
4,106,419
|
|
Mortgage finance
|
4,497,338
|
|
|
4,966,276
|
|
|
4,102,125
|
|
|
2,784,265
|
|
|
3,175,272
|
|
|||||
Construction
|
2,098,706
|
|
|
1,851,717
|
|
|
1,416,405
|
|
|
1,262,905
|
|
|
737,637
|
|
|||||
Real estate
|
3,462,203
|
|
|
3,139,197
|
|
|
2,807,127
|
|
|
2,146,522
|
|
|
1,892,753
|
|
|||||
Consumer
|
34,587
|
|
|
25,323
|
|
|
19,699
|
|
|
15,350
|
|
|
19,493
|
|
|||||
Equipment leases
|
185,529
|
|
|
113,996
|
|
|
99,495
|
|
|
93,160
|
|
|
69,470
|
|
|||||
Total loans held for investment
|
$
|
17,569,908
|
|
|
$
|
16,769,140
|
|
|
$
|
14,314,070
|
|
|
$
|
11,322,767
|
|
|
$
|
10,001,044
|
|
(in thousands except percentage data)
|
Amount
|
|
Percent of
Total Loans Held for Investment
|
|||
Real estate and construction
|
$
|
4,894,517
|
|
|
27.9
|
%
|
Mortgage finance loans
|
4,497,338
|
|
|
25.6
|
%
|
|
Financials excluding banks
|
3,518,984
|
|
|
20.0
|
%
|
|
Oil & gas and pipelines
|
996,079
|
|
|
5.7
|
%
|
|
Healthcare and pharmaceuticals
|
620,319
|
|
|
3.5
|
%
|
|
Retail
|
371,193
|
|
|
2.1
|
%
|
|
Machinery, equipment and parts manufacturing
|
351,924
|
|
|
2.0
|
%
|
|
Technology, telecom and media
|
306,334
|
|
|
1.7
|
%
|
|
Government and education
|
305,302
|
|
|
1.7
|
%
|
|
Commercial services
|
299,239
|
|
|
1.7
|
%
|
|
Materials and commodities
|
190,726
|
|
|
1.1
|
%
|
|
Consumer services
|
183,772
|
|
|
1.1
|
%
|
|
Transportation services
|
131,336
|
|
|
0.7
|
%
|
|
Entertainment and recreation
|
120,719
|
|
|
0.7
|
%
|
|
Food and beverage manufacturing and wholesale
|
113,251
|
|
|
0.7
|
%
|
|
Auto-related
|
92,162
|
|
|
0.5
|
%
|
|
Diversified or miscellaneous
|
576,713
|
|
|
3.3
|
%
|
|
Total loans held for investment
|
$
|
17,569,908
|
|
|
100.0
|
%
|
|
Amount
|
|
Percent of
Total Loans
|
|||
Collateral type:
|
|
|
|
|||
Business assets
|
$
|
5,496,756
|
|
|
31.3
|
%
|
Real property
|
5,560,909
|
|
|
31.7
|
%
|
|
Mortgage finance loans
|
4,497,338
|
|
|
25.6
|
%
|
|
Energy
|
621,811
|
|
|
3.5
|
%
|
|
Unsecured
|
520,119
|
|
|
3.0
|
%
|
|
Other assets
|
578,514
|
|
|
3.2
|
%
|
|
Highly liquid assets
|
231,526
|
|
|
1.3
|
%
|
|
Rolling stock
|
46,464
|
|
|
0.3
|
%
|
|
U. S. Government guaranty
|
16,471
|
|
|
0.1
|
%
|
|
Total loans held for investment
|
$
|
17,569,908
|
|
|
100.0
|
%
|
|
Amount
|
|
Percent of
Total
Real Estate
Loans
|
|||
Property type:
|
|
|
|
|||
Market risk
|
|
|
|
|||
1-4 Family dwellings (other than condominium)
|
$
|
809,580
|
|
|
15.0
|
%
|
Office buildings
|
642,474
|
|
|
12.0
|
%
|
|
Apartment buildings
|
583,704
|
|
|
10.0
|
%
|
|
Industrial buildings
|
529,794
|
|
|
10.0
|
%
|
|
Residential lots
|
425,922
|
|
|
8.0
|
%
|
|
Shopping center/mall buildings
|
397,237
|
|
|
7.0
|
%
|
|
Hotel/motel buildings
|
348,270
|
|
|
6.0
|
%
|
|
Senior housing
|
341,215
|
|
|
6.0
|
%
|
|
Commercial lots
|
121,335
|
|
|
2.0
|
%
|
|
Medical buildings
|
110,741
|
|
|
2.0
|
%
|
|
Commercial buildings
|
103,386
|
|
|
2.0
|
%
|
|
Unimproved land
|
28,296
|
|
|
1.0
|
%
|
|
Other
|
181,591
|
|
|
3.0
|
%
|
|
Other than market risk
|
|
|
|
|||
Commercial buildings
|
168,485
|
|
|
3.0
|
%
|
|
Industrial buildings
|
216,275
|
|
|
4.0
|
%
|
|
1-4 Family dwellings (other than condominium)
|
232,430
|
|
|
4.0
|
%
|
|
Other
|
320,174
|
|
|
5.0
|
%
|
|
Total real estate loans
|
$
|
5,560,909
|
|
|
100.0
|
%
|
|
Amount
|
|
Percent of
Total
|
|||
Geographic region:
|
|
|
|
|||
Dallas/Fort Worth
|
$
|
1,142,477
|
|
|
24.7
|
%
|
Houston
|
1,287,200
|
|
|
27.9
|
%
|
|
San Antonio
|
478,006
|
|
|
10.3
|
%
|
|
Austin
|
538,009
|
|
|
11.6
|
%
|
|
Other Texas cities
|
198,481
|
|
|
4.3
|
%
|
|
Other states
|
979,372
|
|
|
21.2
|
%
|
|
Total market risk real estate loans
|
$
|
4,623,545
|
|
|
100.0
|
%
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||
|
|
|
Period End Balances
|
|
|
|
Period End Balances
|
||||||||||||||
|
Number of
Relationships
|
|
Committed
|
|
Outstanding
|
|
Number of
Relationships
|
|
Committed
|
|
Outstanding
|
||||||||||
$20.0 million and greater
|
252
|
|
|
$
|
7,172,490
|
|
|
$
|
4,244,458
|
|
|
233
|
|
|
$
|
6,504,087
|
|
|
$
|
3,915,113
|
|
$10.0 million to $19.9 million
|
317
|
|
|
4,543,916
|
|
|
3,319,070
|
|
|
309
|
|
|
4,367,431
|
|
|
2,925,850
|
|
|
2016 Average Balance
|
|
2015 Average Balance
|
||||||||||||
|
Committed
|
|
Outstanding
|
|
Committed
|
|
Outstanding
|
||||||||
$20.0 million and greater
|
$
|
28,462
|
|
|
$
|
26,636
|
|
|
$
|
27,915
|
|
|
$
|
16,803
|
|
$10.0 million to $19.9 million
|
14,334
|
|
|
10,470
|
|
|
14,134
|
|
|
9,469
|
|
|
Remaining Maturities of Selected Loans
|
||||||||||||||
(in thousands)
|
Total
|
|
Within 1 Year
|
|
1-5 Years
|
|
After 5 Years
|
||||||||
Loan maturity:
|
|
|
|
|
|
|
|
||||||||
Commercial
|
$
|
7,291,545
|
|
|
$
|
3,228,402
|
|
|
$
|
3,640,185
|
|
|
$
|
422,958
|
|
Mortgage finance
|
4,497,338
|
|
|
4,497,338
|
|
|
—
|
|
|
—
|
|
||||
Construction
|
2,098,706
|
|
|
692,148
|
|
|
1,323,960
|
|
|
82,598
|
|
||||
Real estate
|
3,462,203
|
|
|
708,417
|
|
|
1,969,963
|
|
|
783,823
|
|
||||
Consumer
|
34,587
|
|
|
29,607
|
|
|
1,502
|
|
|
3,478
|
|
||||
Equipment leases
|
185,529
|
|
|
5,393
|
|
|
117,799
|
|
|
62,337
|
|
||||
Total loans held for investment
|
$
|
17,569,908
|
|
|
$
|
9,161,305
|
|
|
$
|
7,053,409
|
|
|
$
|
1,355,194
|
|
Interest rate sensitivity for selected loans with:
|
|
|
|
|
|
|
|
||||||||
Predetermined interest rates
|
$
|
2,224,155
|
|
|
$
|
1,194,053
|
|
|
$
|
518,222
|
|
|
$
|
511,880
|
|
Floating or adjustable interest rates
|
15,345,753
|
|
|
7,967,252
|
|
|
6,535,187
|
|
|
843,314
|
|
||||
Total loans held for investment
|
$
|
17,569,908
|
|
|
$
|
9,161,305
|
|
|
$
|
7,053,409
|
|
|
$
|
1,355,194
|
|
|
As of December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Non-accrual loans(1)(2)
|
|
|
|
|
|
||||||
Commercial
|
|
|
|
|
|
||||||
Oil and gas properties
|
$
|
115,599
|
|
|
$
|
104,179
|
|
|
$
|
694
|
|
Assets of the borrowers
|
18,592
|
|
|
30,360
|
|
|
31,179
|
|
|||
Inventory
|
27,630
|
|
|
2,099
|
|
|
|
||||
Other
|
3,119
|
|
|
2,020
|
|
|
1,249
|
|
|||
Total commercial
|
164,940
|
|
|
138,658
|
|
|
33,122
|
|
|||
Construction
|
|
|
|
|
|
||||||
Commercial building
|
—
|
|
|
16,667
|
|
|
—
|
|
|||
Other
|
159
|
|
|
—
|
|
|
—
|
|
|||
Total construction
|
159
|
|
|
16,667
|
|
|
—
|
|
|||
Real estate
|
|
|
|
|
|
||||||
Commercial property
|
2,083
|
|
|
2,867
|
|
|
4,781
|
|
|||
Unimproved land and/or developed residential lots
|
—
|
|
|
3,576
|
|
|
3,735
|
|
|||
Farm land
|
326
|
|
|
12,486
|
|
|
—
|
|
|||
Other
|
—
|
|
|
383
|
|
|
1,431
|
|
|||
Total real estate
|
2,409
|
|
|
19,312
|
|
|
9,947
|
|
|||
Consumer
|
200
|
|
|
—
|
|
|
62
|
|
|||
Equipment leases
|
83
|
|
|
5,151
|
|
|
173
|
|
|||
Total non-accrual loans
|
167,791
|
|
|
179,788
|
|
|
43,304
|
|
|||
Repossessed assets:
|
|
|
|
|
|
||||||
OREO(3)
|
18,961
|
|
|
278
|
|
|
568
|
|
|||
Other repossessed assets
|
—
|
|
|
230
|
|
|
—
|
|
|||
Total other repossessed assets
|
18,961
|
|
|
508
|
|
|
568
|
|
|||
Total non-performing assets
|
$
|
186,752
|
|
|
$
|
180,296
|
|
|
$
|
43,872
|
|
Restructured loans - accruing
|
$
|
—
|
|
|
$
|
249
|
|
|
$
|
1,806
|
|
Loans past due 90 days and accruing(4)
|
$
|
10,729
|
|
|
$
|
7,013
|
|
|
$
|
5,274
|
|
(1)
|
If these loans had been current throughout their terms, interest and fees on loans would have increased by approximately
$7.9 million
, $7.0 million and $2.1 million for the years ended December 31, 2016, 2015 and 2014, respectively.
|
(2)
|
As of December 31, 2016, 2015 and 2014, non-accrual loans included
$18.1 million
, $24.9 million and $12.1 million, respectively, in loans that met the criteria for restructured.
|
(3)
|
At December 31, 2016, 2015 and 2014, there was no valuation allowance recorded against the OREO balance. For additional information on OREO, see Note 4 - OREO and Valuation Allowance for Losses on OREO in the accompanying notes to the consolidated financial statements included elsewhere in this report.
|
(4)
|
At December 31, 2016, 2015 and 2014, loans past due 90 days and still accruing includes premium finance loans of
$6.8 million
, $6.6 million and $3.7 million, respectively.
|
|
Year Ended December 31,
|
|
||||||||||||||||||||||
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning balance
|
$
|
141,111
|
|
|
|
$
|
100,954
|
|
|
|
$
|
87,604
|
|
|
|
$
|
74,337
|
|
|
|
$
|
70,295
|
|
|
Loans charged-off:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
56,558
|
|
|
|
16,254
|
|
|
|
9,803
|
|
|
|
6,575
|
|
|
|
6,708
|
|
|
|||||
Construction
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Real estate
|
528
|
|
|
|
389
|
|
|
|
296
|
|
|
|
144
|
|
|
|
899
|
|
|
|||||
Consumer
|
47
|
|
|
|
62
|
|
|
|
266
|
|
|
|
45
|
|
|
|
49
|
|
|
|||||
Equipment leases
|
—
|
|
|
|
25
|
|
|
|
—
|
|
|
|
2
|
|
|
|
204
|
|
|
|||||
Total charge-offs
|
57,133
|
|
|
|
16,730
|
|
|
|
10,365
|
|
|
|
6,766
|
|
|
|
7,860
|
|
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
9,364
|
|
|
|
4,944
|
|
|
|
2,762
|
|
|
|
1,203
|
|
|
|
832
|
|
|
|||||
Construction
|
34
|
|
|
|
400
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10
|
|
|
|||||
Real estate
|
63
|
|
|
|
33
|
|
|
|
79
|
|
|
|
270
|
|
|
|
812
|
|
|
|||||
Consumer
|
21
|
|
|
|
173
|
|
|
|
162
|
|
|
|
73
|
|
|
|
33
|
|
|
|||||
Equipment leases
|
77
|
|
|
|
38
|
|
|
|
1,082
|
|
|
|
322
|
|
|
|
108
|
|
|
|||||
Total recoveries
|
9,559
|
|
|
|
5,588
|
|
|
|
4,085
|
|
|
|
1,868
|
|
|
|
1,795
|
|
|
|||||
Net charge-offs
|
47,574
|
|
|
|
11,142
|
|
|
|
6,280
|
|
|
|
4,898
|
|
|
|
6,065
|
|
|
|||||
Provision for loan losses
|
74,589
|
|
|
|
51,299
|
|
|
|
19,630
|
|
|
|
18,165
|
|
|
|
10,107
|
|
|
|||||
Ending balance
|
$
|
168,126
|
|
|
|
$
|
141,111
|
|
|
|
$
|
100,954
|
|
|
|
$
|
87,604
|
|
|
|
$
|
74,337
|
|
|
Allowance for off-balance sheet credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning balance
|
$
|
9,011
|
|
|
|
$
|
7,060
|
|
|
|
$
|
4,690
|
|
|
|
$
|
3,855
|
|
|
|
$
|
2,462
|
|
|
Provision for off-balance sheet credit losses
|
2,411
|
|
|
|
1,951
|
|
|
|
2,370
|
|
|
|
835
|
|
|
|
1,393
|
|
|
|||||
Ending balance
|
$
|
11,422
|
|
|
|
$
|
9,011
|
|
|
|
$
|
7,060
|
|
|
|
$
|
4,690
|
|
|
|
$
|
3,855
|
|
|
Total allowance for credit losses
|
$
|
179,548
|
|
|
|
$
|
150,122
|
|
|
|
$
|
108,014
|
|
|
|
$
|
92,294
|
|
|
|
$
|
78,192
|
|
|
Total provision for credit losses
|
$
|
77,000
|
|
|
|
$
|
53,250
|
|
|
|
$
|
22,000
|
|
|
|
$
|
19,000
|
|
|
|
$
|
11,500
|
|
|
Allowance for loan losses to LHI
|
0.96
|
|
%
|
|
0.84
|
|
%
|
|
0.71
|
|
%
|
|
0.78
|
|
%
|
|
0.75
|
|
%
|
|||||
Allowance for loan losses to LHI excluding mortgage finance loans
|
1.29
|
|
%
|
|
1.20
|
|
%
|
|
0.99
|
|
%
|
|
1.03
|
|
%
|
|
1.10
|
|
%
|
|||||
Net charge-offs to average LHI
|
0.29
|
|
%
|
|
0.07
|
|
%
|
|
0.05
|
|
%
|
|
0.05
|
|
%
|
|
0.07
|
|
%
|
|||||
Net charge-offs to average LHI excluding mortgage finance loans
|
0.38
|
|
%
|
|
0.10
|
|
%
|
|
0.07
|
|
%
|
|
0.07
|
|
%
|
|
0.10
|
|
%
|
|||||
Total provision for credit losses to average LHI
|
0.46
|
|
%
|
|
0.35
|
|
%
|
|
0.18
|
|
%
|
|
0.19
|
|
%
|
|
0.14
|
|
%
|
|||||
Total provision for credit losses to average LHI excluding mortgage finance loans
|
0.62
|
|
%
|
|
0.48
|
|
%
|
|
0.24
|
|
%
|
|
0.25
|
|
%
|
|
0.19
|
|
%
|
|||||
Recoveries to total charge-offs
|
16.73
|
|
%
|
|
33.40
|
|
%
|
|
39.41
|
|
%
|
|
27.61
|
|
%
|
|
22.84
|
|
%
|
|||||
Allowance for off-balance sheet credit losses to off-balance sheet credit commitments
|
0.19
|
|
%
|
|
0.16
|
|
%
|
|
0.13
|
|
%
|
|
0.12
|
|
%
|
|
0.14
|
|
%
|
|||||
Combined allowance for credit losses to LHI
|
1.03
|
|
%
|
|
0.90
|
|
%
|
|
0.76
|
|
%
|
|
0.82
|
|
%
|
|
0.78
|
|
%
|
|||||
Combined allowance for credit losses to LHI excluding mortgage finance loans
|
1.38
|
|
%
|
|
1.28
|
|
%
|
|
1.06
|
|
%
|
|
1.09
|
|
%
|
|
1.15
|
|
%
|
|||||
Non-performing assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-accrual loans(1)(2)
|
$
|
167,791
|
|
|
|
$
|
179,788
|
|
|
|
$
|
43,304
|
|
|
|
$
|
32,375
|
|
|
|
$
|
55,833
|
|
|
OREO(3)
|
18,961
|
|
|
|
278
|
|
|
|
568
|
|
|
|
5,110
|
|
|
|
15,991
|
|
|
|||||
Other repossessed assets
|
—
|
|
|
|
230
|
|
|
|
—
|
|
|
|
—
|
|
|
|
42
|
|
|
|||||
Total
|
$
|
186,752
|
|
|
|
$
|
180,296
|
|
|
|
$
|
43,872
|
|
|
|
$
|
37,485
|
|
|
|
$
|
71,866
|
|
|
Restructured loans - accruing
|
$
|
—
|
|
|
|
$
|
249
|
|
|
|
$
|
1,806
|
|
|
|
$
|
1,935
|
|
|
|
$
|
10,407
|
|
|
Loans past due 90 days and still accruing(4)
|
$
|
10,729
|
|
|
|
$
|
7,013
|
|
|
|
$
|
5,274
|
|
|
|
$
|
9,325
|
|
|
|
$
|
3,674
|
|
|
Allowance as a multiple of non-performing loans
|
1.0
|
|
x
|
|
0.8
|
|
x
|
|
2.3
|
|
x
|
|
2.7
|
|
x
|
|
1.3
|
|
x
|
(1)
|
If these loans had been current throughout their terms, interest and fees on loans would have increased by approximately $7.9 million, $7.0 million and $2.1 million for the years ended December 31, 2016, 2015 and 2014, respectively.
|
(2)
|
As of December 31, 2016, 2015 and 2014, non-accrual loans included $18.1 million, $24.9 million and $12.1 million, respectively, in loans that met the criteria for restructured.
|
(3)
|
At December 31, 2016, 2015 and 2014, we did not have a valuation allowance recorded against the OREO balance. For additional information on OREO, see Note 4 - OREO and Valuation Allowance for Losses on OREO in the accompanying notes to the consolidated financial statements included elsewhere in this report.
|
(4)
|
At December 31, 2016, 2015 and 2014, loans past due 90 days and still accruing includes premium finance loans of $6.8 million, $6.6 million and $3.7 million, respectively.
|
|
|
December 31,
|
|||||||||||||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||||||||||||
(in thousands except
percentage data)
|
|
Reserve
|
|
% of
Loans
|
|
Reserve
|
|
% of
Loans
|
|
Reserve
|
|
% of
Loans
|
|
Reserve
|
|
% of
Loans
|
|
Reserve
|
|
% of
Loans
|
|||||||||||||||
Loan category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial
|
|
$
|
128,768
|
|
|
41
|
%
|
|
$
|
112,446
|
|
|
40
|
%
|
|
$
|
70,654
|
|
|
41
|
%
|
|
$
|
39,868
|
|
|
44
|
%
|
|
$
|
21,547
|
|
|
41
|
%
|
Mortgage finance loans(1)
|
|
—
|
|
|
26
|
%
|
|
—
|
|
|
29
|
%
|
|
—
|
|
|
28
|
%
|
|
—
|
|
|
25
|
%
|
|
—
|
|
|
32
|
%
|
|||||
Construction
|
|
13,144
|
|
|
12
|
%
|
|
6,836
|
|
|
11
|
%
|
|
7,935
|
|
|
10
|
%
|
|
14,553
|
|
|
11
|
%
|
|
12,097
|
|
|
7
|
%
|
|||||
Real estate
|
|
19,149
|
|
|
20
|
%
|
|
13,381
|
|
|
19
|
%
|
|
15,582
|
|
|
20
|
%
|
|
24,210
|
|
|
19
|
%
|
|
30,893
|
|
|
19
|
%
|
|||||
Consumer
|
|
241
|
|
|
—
|
|
|
338
|
|
|
—
|
|
|
240
|
|
|
—
|
|
|
149
|
|
|
—
|
|
|
226
|
|
|
—
|
|
|||||
Equipment leases
|
|
1,124
|
|
|
1
|
%
|
|
3,931
|
|
|
1
|
%
|
|
1,141
|
|
|
1
|
%
|
|
3,105
|
|
|
1
|
%
|
|
2,460
|
|
|
1
|
%
|
|||||
Additional qualitative reserve
|
|
5,700
|
|
|
—
|
|
|
4,179
|
|
|
—
|
|
|
5,402
|
|
|
—
|
|
|
5,719
|
|
|
—
|
|
|
7,114
|
|
|
—
|
|
|||||
Total loans held for investment
|
|
$
|
168,126
|
|
|
100
|
%
|
|
$
|
141,111
|
|
|
100
|
%
|
|
$
|
100,954
|
|
|
100
|
%
|
|
$
|
87,604
|
|
|
100
|
%
|
|
$
|
74,337
|
|
|
100
|
%
|
(1)
|
No amount of the reserve is allocated to these loans based on the internal risk grade assigned.
|
|
Average Balances
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Non-interest-bearing
|
$
|
8,124,174
|
|
|
$
|
6,447,147
|
|
|
$
|
4,188,173
|
|
Interest-bearing transaction
|
2,199,292
|
|
|
1,680,220
|
|
|
960,812
|
|
|||
Savings
|
6,403,306
|
|
|
5,920,046
|
|
|
4,938,039
|
|
|||
Time deposits
|
493,128
|
|
|
510,378
|
|
|
417,317
|
|
|||
Deposits in foreign branches
|
—
|
|
|
181,657
|
|
|
361,203
|
|
|||
Total average deposits
|
$
|
17,219,900
|
|
|
$
|
14,739,448
|
|
|
$
|
10,865,544
|
|
|
December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Months to maturity:
|
|
|
|
|
|
||||||
3 or less
|
$
|
160,495
|
|
|
$
|
240,291
|
|
|
$
|
160,504
|
|
Over 3 through 6
|
95,482
|
|
|
100,582
|
|
|
77,199
|
|
|||
Over 6 through 12
|
97,761
|
|
|
89,860
|
|
|
103,396
|
|
|||
Over 12
|
17,118
|
|
|
15,714
|
|
|
22,359
|
|
|||
Total
|
$
|
370,856
|
|
|
$
|
446,447
|
|
|
$
|
363,458
|
|
|
|
December 31,
|
|||||||||
|
|
2016
|
2015
|
|
2014
|
||||||
Federal funds sold and securities purchased under resale agreements
|
|
$
|
25,000
|
|
$
|
55,000
|
|
|
$
|
—
|
|
Interest-bearing deposits
|
|
2,700,645
|
|
1,626,374
|
|
|
1,233,990
|
|
|||
Total liquidity assets
|
|
$
|
2,725,645
|
|
$
|
1,681,374
|
|
|
$
|
1,233,990
|
|
|
|
|
|
|
|
||||||
Total liquidity assets as a percent of:
|
|
|
|
|
|
||||||
Total loans held for investment, excluding mortgage finance loans
|
|
21.0
|
%
|
14.3
|
%
|
|
12.2
|
%
|
|||
Total loans held for investment
|
|
15.6
|
%
|
10.1
|
%
|
|
8.7
|
%
|
|||
Total earning assets
|
|
12.9
|
%
|
9.2
|
%
|
|
8.0
|
%
|
|||
Total deposits
|
|
16.0
|
%
|
11.1
|
%
|
|
9.7
|
%
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Deposits from core customers
|
$
|
15,141.6
|
|
|
$
|
13,743.8
|
|
Deposits from core customers as a percent of total deposits
|
89.0
|
%
|
|
91.1
|
%
|
||
Relationship brokered deposits
|
$
|
1,875.2
|
|
|
$
|
1,340.8
|
|
Relationship brokered deposits as a percent of average total deposits
|
11.0
|
%
|
|
8.9
|
%
|
||
Traditional brokered deposits
|
$
|
—
|
|
|
$
|
—
|
|
Traditional brokered deposits as a percent of total deposits
|
—
|
%
|
|
—
|
%
|
||
Average deposits from core customers
|
$
|
15,494.0
|
|
|
$
|
13,172.6
|
|
Average deposits from core customers as a percent of average total deposits
|
90.0
|
%
|
|
89.4
|
%
|
||
Average relationship brokered deposits
|
$
|
1,725.9
|
|
|
$
|
1,566.8
|
|
Average relationship brokered deposits as a percent of average total deposits
|
10.0
|
%
|
|
10.6
|
%
|
||
Average traditional brokered deposits
|
$
|
—
|
|
|
$
|
—
|
|
Average traditional brokered deposits as a percent of average total deposits
|
—
|
%
|
|
—
|
%
|
|
December 31,
|
|||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||||||||
|
Balance
|
|
Rate(3)
|
|
Maximum
Outstanding
at Any
Month End
|
|
Balance
|
|
Rate(3)
|
|
Maximum
Outstanding
at Any
Month End
|
|
Balance
|
|
Rate(3)
|
|
Maximum
Outstanding
at Any
Month End
|
|||||||||||||||
Federal funds purchased(4)
|
$
|
101,800
|
|
|
0.80
|
%
|
|
|
|
$
|
74,164
|
|
|
0.55
|
%
|
|
|
|
$
|
66,971
|
|
|
0.30
|
%
|
|
|
||||||
Customer repurchase agreements(1)
|
7,775
|
|
|
0.05
|
%
|
|
|
|
68,887
|
|
|
0.02
|
%
|
|
|
|
25,705
|
|
|
0.07
|
%
|
|
|
|||||||||
FHLB borrowings(2)
|
2,000,000
|
|
|
0.61
|
%
|
|
|
|
1,500,000
|
|
|
0.31
|
%
|
|
|
|
1,100,005
|
|
|
0.13
|
%
|
|
|
|||||||||
Total borrowings
|
$
|
2,109,575
|
|
|
|
|
$
|
2,117,280
|
|
|
$
|
1,643,051
|
|
|
|
|
$
|
1,643,051
|
|
|
$
|
1,192,681
|
|
|
|
|
$
|
1,192,681
|
|
(1)
|
Securities pledged for customer repurchase agreements were $10.2 million, $14.2 million and $21.8 million at December 31, 2016, 2015 and 2014, respectively.
|
(2)
|
FHLB borrowings are collateralized by a blanket floating lien on certain real estate-secured loans, mortgage finance assets and also certain pledged securities. The weighted-average interest rate for the years ended December 31, 2016, 2015 and 2014 was 0.43%, 0.18% and 0.15%, respectively. The average balance of FHLB borrowings for the years ended December 31, 2016, 2015 and 2014 was $1.4 billion, $1.2 billion and $213.4 million, respectively.
|
(3)
|
Interest rate as of period end.
|
(4)
|
The weighted-average interest rate on Federal funds purchased for the years ended December 31, 2016, 2015 and 2014 was 0.57%, 0.29% and 0.27%, respectively. The average balance of Federal funds purchased for the years ended December 31, 2016, 2015 and 2014 was $517.8 million, $98.8 million and $139.3 million, respectively.
|
|
December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
FHLB borrowing capacity relating to loans
|
$
|
3,057,915
|
|
|
$
|
4,101,396
|
|
|
$
|
3,602,994
|
|
FHLB borrowing capacity relating to securities
|
1,653
|
|
|
1,213
|
|
|
535
|
|
|||
Total FHLB borrowing capacity
|
$
|
3,059,568
|
|
|
$
|
4,102,609
|
|
|
$
|
3,603,529
|
|
Unused Federal funds lines available from commercial banks
|
$
|
1,118,000
|
|
|
$
|
1,231,000
|
|
|
$
|
1,186,000
|
|
Unused Federal Reserve Borrowings capacity
|
$
|
3,179,087
|
|
|
$
|
2,966,702
|
|
|
$
|
2,643,000
|
|
(In thousands)
|
Note
Reference
|
|
Within One
Year
|
|
After One But
Within Three
Years
|
|
After Three
But Within
Five Years
|
|
After
Five
Years
|
|
Total
|
|||||||||||
Deposits without a stated maturity(1)
|
8
|
|
|
$
|
16,574,212
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,574,212
|
|
Time deposits(1)
|
8
|
|
|
417,911
|
|
|
22,836
|
|
|
1,872
|
|
|
—
|
|
|
442,619
|
|
|||||
Federal funds purchased and customer repurchase agreements(1)
|
9
|
|
|
109,575
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109,575
|
|
|||||
FHLB borrowings(1)
|
9
|
|
|
2,000,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,000,000
|
|
|||||
Operating lease obligations(1)(2)
|
17
|
|
|
16,243
|
|
|
33,214
|
|
|
28,775
|
|
|
30,375
|
|
|
108,607
|
|
|||||
Subordinated notes(1)
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
281,044
|
|
|
281,044
|
|
|||||
Trust preferred subordinated debentures(1)
|
9, 10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113,406
|
|
|
113,406
|
|
|||||
Total contractual obligations(1)
|
|
|
$
|
19,117,941
|
|
|
$
|
56,050
|
|
|
$
|
30,647
|
|
|
$
|
424,825
|
|
|
$
|
19,629,463
|
|
(1)
|
Excludes interest.
|
(2)
|
Non-balance sheet item.
|
|
Within
One Year
|
|
After One But
Within Three
Years
|
|
After Three
But Within
Five Years
|
|
After Five
Years
|
|
Total
|
||||||||||
Commitments to extend credit
|
$
|
2,070,329
|
|
|
$
|
2,581,452
|
|
|
$
|
910,638
|
|
|
$
|
141,962
|
|
|
$
|
5,704,381
|
|
Standby and commercial letters of credit
|
135,569
|
|
|
29,495
|
|
|
6,152
|
|
|
50
|
|
|
171,266
|
|
|||||
Total financial instruments with off-balance sheet risk
|
$
|
2,205,898
|
|
|
$
|
2,610,947
|
|
|
$
|
916,790
|
|
|
$
|
142,012
|
|
|
$
|
5,875,647
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
|
(in thousands)
|
0-3 mo
Balance
|
|
4-12 mo
Balance
|
|
1-3 yr
Balance
|
|
3+ yr
Balance
|
|
Total
Balance
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities(1)
|
$
|
6,214
|
|
|
$
|
6,769
|
|
|
$
|
1,920
|
|
|
$
|
9,971
|
|
|
$
|
24,874
|
|
Total variable loans
|
16,013,070
|
|
|
69,966
|
|
|
—
|
|
|
—
|
|
|
16,083,036
|
|
|||||
Total fixed loans
|
436,713
|
|
|
1,148,873
|
|
|
576,093
|
|
|
294,122
|
|
|
2,455,801
|
|
|||||
Total loans(2)
|
16,449,783
|
|
|
1,218,839
|
|
|
576,093
|
|
|
294,122
|
|
|
18,538,837
|
|
|||||
Total interest sensitive assets
|
$
|
16,455,997
|
|
|
$
|
1,225,608
|
|
|
$
|
578,013
|
|
|
$
|
304,093
|
|
|
$
|
18,563,711
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing customer deposits
|
$
|
8,580,011
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,580,011
|
|
CDs & IRAs
|
186,191
|
|
|
231,720
|
|
|
22,836
|
|
|
1,872
|
|
|
442,619
|
|
|||||
Total interest-bearing deposits
|
8,766,202
|
|
|
231,720
|
|
|
22,836
|
|
|
1,872
|
|
|
9,022,630
|
|
|||||
Repurchase agreements, Federal funds purchased, FHLB borrowings
|
2,109,575
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,109,575
|
|
|||||
Subordinated notes
|
—
|
|
|
—
|
|
|
—
|
|
|
281,044
|
|
|
281,044
|
|
|||||
Trust preferred subordinated debentures
|
—
|
|
|
—
|
|
|
—
|
|
|
113,406
|
|
|
113,406
|
|
|||||
Total borrowings
|
2,109,575
|
|
|
—
|
|
|
—
|
|
|
394,450
|
|
|
2,504,025
|
|
|||||
Total interest sensitive liabilities
|
$
|
10,875,777
|
|
|
$
|
231,720
|
|
|
$
|
22,836
|
|
|
$
|
396,322
|
|
|
$
|
11,526,655
|
|
GAP
|
$
|
5,580,220
|
|
|
$
|
993,888
|
|
|
$
|
555,177
|
|
|
$
|
(92,229
|
)
|
|
$
|
—
|
|
Cumulative GAP
|
5,580,220
|
|
|
6,574,108
|
|
|
7,129,285
|
|
|
7,037,056
|
|
|
7,037,056
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Demand deposits
|
|
|
|
|
|
|
|
|
$
|
7,994,201
|
|
||||||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
2,009,557
|
|
|||||||||
Total
|
|
|
|
|
|
|
|
|
$
|
10,003,758
|
|
(1)
|
Securities based on fair market value.
|
(2)
|
Loans are stated at gross.
|
|
Anticipated Impact Over the Next
Twelve Months as Compared to Most Likely Scenario
|
||||||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
100 bps Increase
|
|
200 bps Increase
|
|
100 bps Increase
|
|
200 bps Increase
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Change in net interest income
|
$
|
124,583
|
|
|
$
|
254,308
|
|
|
$
|
85,334
|
|
|
$
|
178,066
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
Reference
|
|
December 31,
|
||||||
(in thousands except per share data)
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Cash and due from banks
|
$
|
113,707
|
|
|
$
|
109,496
|
|
Interest-bearing deposits
|
2,700,645
|
|
|
1,626,374
|
|
||
Federal funds sold and securities purchased under resale agreements
|
25,000
|
|
|
55,000
|
|
||
Securities, available-for-sale
|
24,874
|
|
|
29,992
|
|
||
Loans held for sale, at fair value
|
968,929
|
|
|
86,075
|
|
||
Loans held for investment, mortgage finance
|
4,497,338
|
|
|
4,966,276
|
|
||
Loans held for investment (net of unearned income)
|
13,001,011
|
|
|
11,745,674
|
|
||
Less: Allowance for loan losses
|
168,126
|
|
|
141,111
|
|
||
Loans held for investment, net
|
17,330,223
|
|
|
16,570,839
|
|
||
Mortgage servicing rights, net
|
28,536
|
|
|
423
|
|
||
Premises and equipment, net
|
19,775
|
|
|
23,561
|
|
||
Accrued interest receivable and other assets
|
465,933
|
|
|
382,101
|
|
||
Goodwill and intangible assets, net
|
19,512
|
|
|
19,960
|
|
||
Total assets
|
$
|
21,697,134
|
|
|
$
|
18,903,821
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Non-interest-bearing
|
$
|
7,994,201
|
|
|
$
|
6,386,911
|
|
Interest-bearing
|
9,022,630
|
|
|
8,697,708
|
|
||
Total deposits
|
17,016,831
|
|
|
15,084,619
|
|
||
Accrued interest payable
|
5,498
|
|
|
5,097
|
|
||
Other liabilities
|
161,223
|
|
|
153,433
|
|
||
Federal funds purchased and repurchase agreements
|
109,575
|
|
|
143,051
|
|
||
Other borrowings
|
2,000,000
|
|
|
1,500,000
|
|
||
Subordinated notes, net
|
281,044
|
|
|
280,682
|
|
||
Trust preferred subordinated debentures
|
113,406
|
|
|
113,406
|
|
||
Total liabilities
|
19,687,577
|
|
|
17,280,288
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $.01 par value, $1,000 liquidation value:
|
|
|
|
||||
Authorized shares—10,000,000
|
|
|
|
||||
Issued shares—6,000,000 shares issued at December 31, 2016 and 2015
|
150,000
|
|
|
150,000
|
|
||
Common stock, $.01 par value:
|
|
|
|
||||
Authorized shares—100,000,000
|
|
|
|
||||
Issued shares—49,504,079 and 45,874,224 at December 31, 2016 and 2015, respectively
|
495
|
|
|
459
|
|
||
Additional paid-in capital
|
955,468
|
|
|
714,546
|
|
||
Retained earnings
|
903,187
|
|
|
757,818
|
|
||
Treasury stock (shares at cost: 417 at December 31, 2016 and 2015)
|
(8
|
)
|
|
(8
|
)
|
||
Accumulated other comprehensive income, net of taxes
|
415
|
|
|
718
|
|
||
Total stockholders’ equity
|
2,009,557
|
|
|
1,623,533
|
|
||
Total liabilities and stockholders’ equity
|
$
|
21,697,134
|
|
|
$
|
18,903,821
|
|
|
Year ended December 31,
|
||||||||||
(In thousands except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Interest income
|
|
|
|
|
|
||||||
Interest and fees on loans
|
$
|
684,582
|
|
|
$
|
594,729
|
|
|
$
|
511,606
|
|
Securities
|
967
|
|
|
1,254
|
|
|
1,828
|
|
|||
Federal funds sold and securities purchased under resale agreements
|
1,547
|
|
|
682
|
|
|
207
|
|
|||
Deposits in other banks
|
16,312
|
|
|
6,293
|
|
|
906
|
|
|||
Total interest income
|
703,408
|
|
|
602,958
|
|
|
514,547
|
|
|||
Interest expense
|
|
|
|
|
|
||||||
Deposits
|
37,175
|
|
|
24,578
|
|
|
18,145
|
|
|||
Federal funds purchased
|
518
|
|
|
284
|
|
|
373
|
|
|||
Repurchase agreements
|
9
|
|
|
19
|
|
|
17
|
|
|||
Other borrowings
|
6,119
|
|
|
2,232
|
|
|
356
|
|
|||
Subordinated notes
|
16,764
|
|
|
16,764
|
|
|
16,202
|
|
|||
Trust preferred subordinated debentures
|
3,009
|
|
|
2,551
|
|
|
2,489
|
|
|||
Total interest expense
|
63,594
|
|
|
46,428
|
|
|
37,582
|
|
|||
Net interest income
|
639,814
|
|
|
556,530
|
|
|
476,965
|
|
|||
Provision for credit losses
|
77,000
|
|
|
53,250
|
|
|
22,000
|
|
|||
Net interest income after provision for credit losses
|
562,814
|
|
|
503,280
|
|
|
454,965
|
|
|||
Non-interest income
|
|
|
|
|
|
||||||
Service charges on deposit accounts
|
10,341
|
|
|
8,323
|
|
|
7,253
|
|
|||
Trust fee income
|
4,268
|
|
|
5,022
|
|
|
4,937
|
|
|||
Bank owned life insurance (BOLI) income
|
2,073
|
|
|
2,011
|
|
|
2,067
|
|
|||
Brokered loan fees
|
25,339
|
|
|
18,661
|
|
|
13,981
|
|
|||
Swap fees
|
2,866
|
|
|
4,275
|
|
|
2,992
|
|
|||
Other
|
15,893
|
|
|
9,446
|
|
|
11,281
|
|
|||
Total non-interest income
|
60,780
|
|
|
47,738
|
|
|
42,511
|
|
|||
Non-interest expense
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
228,985
|
|
|
192,610
|
|
|
169,051
|
|
|||
Net occupancy expense
|
23,221
|
|
|
23,182
|
|
|
20,866
|
|
|||
Marketing
|
17,303
|
|
|
16,491
|
|
|
15,989
|
|
|||
Legal and professional
|
23,326
|
|
|
22,150
|
|
|
21,182
|
|
|||
Communications and technology
|
25,562
|
|
|
21,425
|
|
|
18,667
|
|
|||
FDIC insurance assessment
|
24,440
|
|
|
17,231
|
|
|
10,919
|
|
|||
Allowance and other carrying costs for OREO
|
824
|
|
|
22
|
|
|
85
|
|
|||
Other
|
38,736
|
|
|
33,412
|
|
|
28,355
|
|
|||
Total non-interest expense
|
382,397
|
|
|
326,523
|
|
|
285,114
|
|
|||
Income before income taxes
|
241,197
|
|
|
224,495
|
|
|
212,362
|
|
|||
Income tax expense
|
86,078
|
|
|
79,641
|
|
|
76,010
|
|
|||
Net income
|
155,119
|
|
|
144,854
|
|
|
136,352
|
|
|||
Preferred stock dividends
|
9,750
|
|
|
9,750
|
|
|
9,750
|
|
|||
Net income available to common stockholders
|
$
|
145,369
|
|
|
$
|
135,104
|
|
|
$
|
126,602
|
|
Other comprehensive gain (loss)
|
|
|
|
|
|
||||||
Change in unrealized gain on available-for-sale securities arising during period, before tax
|
$
|
(467
|
)
|
|
$
|
(877
|
)
|
|
$
|
(522
|
)
|
Income tax benefit related to unrealized loss on available-for-sale securities
|
(164
|
)
|
|
(306
|
)
|
|
(183
|
)
|
|||
Other comprehensive loss net of tax
|
(303
|
)
|
|
(571
|
)
|
|
(339
|
)
|
|||
Comprehensive income
|
$
|
154,816
|
|
|
$
|
144,283
|
|
|
$
|
136,013
|
|
Basic earnings per common share
|
$
|
3.14
|
|
|
$
|
2.95
|
|
|
$
|
2.93
|
|
Diluted earnings per common share
|
$
|
3.11
|
|
|
$
|
2.91
|
|
|
$
|
2.88
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional
|
|
|
|
Treasury Stock
|
|
Accumulated
Other
|
|
|
|||||||||||||||||||||||
|
Paid-in
|
|
Retained
|
|
Comprehensive
|
|
|
|||||||||||||||||||||||||||||
(In thousands except share data)
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Shares
|
|
Amount
|
|
Income
|
|
Total
|
|||||||||||||||||
Balance at December 31, 2013
|
6,000,000
|
|
|
$
|
150,000
|
|
|
41,036,787
|
|
|
$
|
410
|
|
|
$
|
448,208
|
|
|
$
|
496,112
|
|
|
(417
|
)
|
|
$
|
(8
|
)
|
|
$
|
1,628
|
|
|
$
|
1,096,350
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
136,352
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
136,352
|
|
|||||||
Change in unrealized gain (loss) on available-for-sale securities, net of taxes of $183
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(339
|
)
|
|
(339
|
)
|
|||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
136,013
|
|
||||||||||||||||
Tax expense related to exercise of stock-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,929
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,929
|
|
|||||||
Stock-based compensation expense recognized in earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,628
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,628
|
|
|||||||
Preferred stock dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,750
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,750
|
)
|
|||||||
Issuance of stock related to stock-based awards
|
—
|
|
|
—
|
|
|
201,280
|
|
|
2
|
|
|
(2,205
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,203
|
)
|
|||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
4,398,128
|
|
|
44
|
|
|
256,179
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
256,223
|
|
|||||||
Issuance of stock related to warrants
|
—
|
|
|
—
|
|
|
99,229
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at December 31, 2014
|
6,000,000
|
|
|
150,000
|
|
|
45,735,424
|
|
|
457
|
|
|
709,738
|
|
|
622,714
|
|
|
(417
|
)
|
|
(8
|
)
|
|
1,289
|
|
|
1,484,190
|
|
|||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
144,854
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
144,854
|
|
|||||||
Change in unrealized gain (loss) on available-for-sale securities, net of taxes of $306
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(571
|
)
|
|
(571
|
)
|
|||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
144,283
|
|
||||||||||||||||
Tax expense related to exercise of stock-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,452
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,452
|
|
|||||||
Stock-based compensation expense recognized in earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,597
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,597
|
|
|||||||
Preferred stock dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,750
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,750
|
)
|
|||||||
Issuance of stock related to stock-based awards
|
—
|
|
|
—
|
|
|
138,800
|
|
|
2
|
|
|
(1,241
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,239
|
)
|
|||||||
Balance at December 31, 2015
|
6,000,000
|
|
|
150,000
|
|
|
45,874,224
|
|
|
459
|
|
|
714,546
|
|
|
757,818
|
|
|
(417
|
)
|
|
(8
|
)
|
|
718
|
|
|
1,623,533
|
|
|||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
155,119
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
155,119
|
|
|||||||
Change in unrealized gain (loss) on available-for-sale securities, net of taxes of $164
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(303
|
)
|
|
(303
|
)
|
|||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
154,816
|
|
||||||||||||||||
Tax expense related to exercise of stock-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,879
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,879
|
|
|||||||
Stock-based compensation expense recognized in earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,093
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,093
|
|
|||||||
Preferred stock dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,750
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,750
|
)
|
|||||||
Issuance of common stock related to stock-based awards
|
—
|
|
|
—
|
|
|
172,459
|
|
|
1
|
|
|
(2,482
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,481
|
)
|
|||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
3,450,000
|
|
|
35
|
|
|
236,432
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
236,467
|
|
|||||||
Issuance of stock related to warrants
|
—
|
|
|
—
|
|
|
7,396
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at December 31, 2016
|
6,000,000
|
|
|
$
|
150,000
|
|
|
49,504,079
|
|
|
$
|
495
|
|
|
$
|
955,468
|
|
|
$
|
903,187
|
|
|
(417
|
)
|
|
$
|
(8
|
)
|
|
$
|
415
|
|
|
$
|
2,009,557
|
|
|
Year ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
155,119
|
|
|
$
|
144,854
|
|
|
$
|
136,352
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Provision for credit losses
|
77,000
|
|
|
53,250
|
|
|
22,000
|
|
|||
Deferred tax expense (benefit)
|
(2,946
|
)
|
|
(3,561
|
)
|
|
(3,969
|
)
|
|||
Depreciation and amortization
|
21,814
|
|
|
16,495
|
|
|
14,798
|
|
|||
BOLI income
|
(2,073
|
)
|
|
(2,011
|
)
|
|
(2,067
|
)
|
|||
Stock-based compensation expense
|
13,578
|
|
|
12,304
|
|
|
14,577
|
|
|||
Excess tax benefits from stock-based compensation arrangements
|
(2,013
|
)
|
|
(1,499
|
)
|
|
(2,929
|
)
|
|||
Purchases of loans held for sale
|
(3,327,482
|
)
|
|
(127,002
|
)
|
|
—
|
|
|||
Proceeds from sales and repayments of loans held for sale
|
2,405,592
|
|
|
40,490
|
|
|
—
|
|
|||
(Gain) loss on sale of loans held for sale and other assets
|
(2,519
|
)
|
|
179
|
|
|
(822
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accrued interest receivable and other assets
|
(59,787
|
)
|
|
(61,002
|
)
|
|
(58,579
|
)
|
|||
Accrued interest payable and other liabilities
|
(2,576
|
)
|
|
(3,554
|
)
|
|
38,366
|
|
|||
Net cash provided by (used in) operating activities
|
(726,293
|
)
|
|
68,943
|
|
|
157,727
|
|
|||
Investing activities
|
|
|
|
|
|
||||||
Purchases of available-for-sale securities
|
(1,760
|
)
|
|
—
|
|
|
—
|
|
|||
Maturities and calls of available-for-sale securities
|
555
|
|
|
2,430
|
|
|
11,150
|
|
|||
Principal payments received on available-for-sale securities
|
5,856
|
|
|
8,419
|
|
|
9,822
|
|
|||
Originations of mortgage finance loans
|
(100,574,326
|
)
|
|
(86,342,672
|
)
|
|
(58,090,177
|
)
|
|||
Proceeds from pay-offs of mortgage finance loans
|
101,043,264
|
|
|
85,478,521
|
|
|
56,772,317
|
|
|||
Net increase in loans held for investment, excluding mortgage finance loans
|
(1,321,733
|
)
|
|
(1,603,880
|
)
|
|
(1,676,927
|
)
|
|||
Purchase of premises and equipment, net
|
(2,176
|
)
|
|
(5,034
|
)
|
|
(15,732
|
)
|
|||
Proceeds from sale of foreclosed assets
|
110
|
|
|
1,430
|
|
|
5,877
|
|
|||
Net cash used in investing activities
|
(850,210
|
)
|
|
(2,460,786
|
)
|
|
(2,983,670
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
Net increase in deposits
|
1,932,212
|
|
|
2,411,319
|
|
|
3,415,921
|
|
|||
Costs from issuance of stock related to stock-based awards and warrants
|
(2,481
|
)
|
|
(1,239
|
)
|
|
(2,203
|
)
|
|||
Net proceeds from issuance of common stock
|
236,467
|
|
|
—
|
|
|
256,223
|
|
|||
Preferred dividends paid
|
(9,750
|
)
|
|
(9,750
|
)
|
|
(9,750
|
)
|
|||
Net increase (decrease) in other borrowings
|
500,000
|
|
|
399,995
|
|
|
244,979
|
|
|||
Excess tax benefits from stock-based compensation arrangements
|
2,013
|
|
|
1,499
|
|
|
2,929
|
|
|||
Net increase (decrease) in Federal funds purchased and repurchase agreements
|
(33,476
|
)
|
|
50,375
|
|
|
(77,928
|
)
|
|||
Issuance of subordinated notes
|
—
|
|
|
—
|
|
|
172,375
|
|
|||
Net cash provided by financing activities
|
2,624,985
|
|
|
2,852,199
|
|
|
4,002,546
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
1,048,482
|
|
|
460,356
|
|
|
1,176,603
|
|
|||
Cash and cash equivalents at beginning of period
|
1,790,870
|
|
|
1,330,514
|
|
|
153,911
|
|
|||
Cash and cash equivalents at end of period
|
$
|
2,839,352
|
|
|
$
|
1,790,870
|
|
|
$
|
1,330,514
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the period for interest
|
$
|
63,193
|
|
|
$
|
46,078
|
|
|
$
|
33,584
|
|
Cash paid during the period for income taxes
|
88,262
|
|
|
87,450
|
|
|
74,998
|
|
|||
Transfers from loans/leases to OREO and other repossessed assets
|
18,822
|
|
|
1,267
|
|
|
851
|
|
|
December 31, 2016
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Residential mortgage-backed securities
|
$
|
14,680
|
|
|
$
|
972
|
|
|
$
|
—
|
|
|
$
|
15,652
|
|
Municipals
|
275
|
|
|
—
|
|
|
—
|
|
|
275
|
|
||||
Equity securities(1)
|
9,280
|
|
|
27
|
|
|
(360
|
)
|
|
8,947
|
|
||||
|
$
|
24,235
|
|
|
$
|
999
|
|
|
$
|
(360
|
)
|
|
$
|
24,874
|
|
|
December 31, 2015
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Residential mortgage-backed securities
|
$
|
20,536
|
|
|
$
|
1,365
|
|
|
$
|
—
|
|
|
$
|
21,901
|
|
Municipals
|
828
|
|
|
3
|
|
|
—
|
|
|
831
|
|
||||
Equity securities(1)
|
7,522
|
|
|
11
|
|
|
(273
|
)
|
|
7,260
|
|
||||
|
$
|
28,886
|
|
|
$
|
1,379
|
|
|
$
|
(273
|
)
|
|
$
|
29,992
|
|
(1)
|
Equity securities consist of Community Reinvestment Act funds and investments related to our non-qualified deferred compensation plan.
|
|
December 31, 2016
|
||||||||||||||||||
|
Less Than
One Year
|
|
After One
Through
Five Years
|
|
After Five
Through
Ten Years
|
|
After Ten
Years
|
|
Total
|
||||||||||
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage-backed securities:(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized cost
|
$
|
9
|
|
|
$
|
2,047
|
|
|
$
|
3,147
|
|
|
$
|
9,477
|
|
|
$
|
14,680
|
|
Estimated fair value
|
9
|
|
|
2,104
|
|
|
3,495
|
|
|
10,044
|
|
|
15,652
|
|
|||||
Weighted average yield(3)
|
5.50
|
%
|
|
4.70
|
%
|
|
5.55
|
%
|
|
2.84
|
%
|
|
3.68
|
%
|
|||||
Municipals:(2)
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized cost
|
275
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
275
|
|
|||||
Estimated fair value
|
275
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
275
|
|
|||||
Weighted average yield(3)
|
5.61
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
5.61
|
%
|
|||||
Equity securities:(4)
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized cost
|
9,280
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,280
|
|
|||||
Estimated fair value
|
8,947
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,947
|
|
|||||
Total available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized cost
|
|
|
|
|
|
|
|
|
$
|
24,235
|
|
||||||||
Estimated fair value
|
|
|
|
|
|
|
|
|
$
|
24,874
|
|
|
December 31, 2015
|
||||||||||||||||||
|
Less Than
One Year
|
|
After One
Through
Five Years
|
|
After Five
Through
Ten Years
|
|
After Ten
Years
|
|
Total
|
||||||||||
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage-backed securities:(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized cost
|
$
|
214
|
|
|
$
|
4,655
|
|
|
$
|
4,265
|
|
|
$
|
11,402
|
|
|
$
|
20,536
|
|
Estimated fair value
|
217
|
|
|
4,837
|
|
|
4,747
|
|
|
12,100
|
|
|
21,901
|
|
|||||
Weighted average yield(3)
|
5.62
|
%
|
|
4.71
|
%
|
|
5.54
|
%
|
|
2.53
|
%
|
|
3.75
|
%
|
|||||
Municipals:(2)
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized cost
|
265
|
|
|
563
|
|
|
—
|
|
|
—
|
|
|
828
|
|
|||||
Estimated fair value
|
265
|
|
|
566
|
|
|
—
|
|
|
—
|
|
|
831
|
|
|||||
Weighted average yield(3)
|
5.46
|
%
|
|
5.69
|
%
|
|
—
|
|
|
—
|
|
|
5.79
|
%
|
|||||
Equity securities:(4)
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized cost
|
7,522
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,522
|
|
|||||
Estimated fair value
|
7,260
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,260
|
|
|||||
Total available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized cost
|
|
|
|
|
|
|
|
|
$
|
28,886
|
|
||||||||
Estimated fair value
|
|
|
|
|
|
|
|
|
$
|
29,992
|
|
(1)
|
Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without prepayment penalties. The average expected life of the mortgage-backed securities was
1.1
years at
December 31, 2016
and
0.8
years at
December 31, 2015
.
|
(2)
|
Yields have been adjusted to a tax equivalent basis assuming a
35%
federal tax rate.
|
(3)
|
Yields are calculated based on amortized cost.
|
(4)
|
These equity securities do not have a stated maturity.
|
December 31, 2016
|
Less Than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
|
Fair
Value
|
|
Unrealized
Loss
|
|
Fair
Value
|
|
Unrealized
Loss
|
|
Fair
Value
|
|
Unrealized
Loss
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity securities
|
$
|
1,015
|
|
|
$
|
(6
|
)
|
|
$
|
6,146
|
|
|
$
|
(354
|
)
|
|
$
|
7,161
|
|
|
$
|
(360
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2015
|
Less Than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
|
Fair
Value |
|
Unrealized
Loss |
|
Fair
Value |
|
Unrealized
Loss |
|
Fair
Value |
|
Unrealized
Loss |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,227
|
|
|
$
|
(273
|
)
|
|
$
|
6,227
|
|
|
$
|
(273
|
)
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Commercial
|
$
|
7,291,545
|
|
|
$
|
6,672,631
|
|
Mortgage finance
|
4,497,338
|
|
|
4,966,276
|
|
||
Construction
|
2,098,706
|
|
|
1,851,717
|
|
||
Real estate
|
3,462,203
|
|
|
3,139,197
|
|
||
Consumer
|
34,587
|
|
|
25,323
|
|
||
Equipment leases
|
185,529
|
|
|
113,996
|
|
||
Gross loans held for investment
|
17,569,908
|
|
|
16,769,140
|
|
||
Deferred income (net of direct origination costs)
|
(71,559
|
)
|
|
(57,190
|
)
|
||
Allowance for loan losses
|
(168,126
|
)
|
|
(141,111
|
)
|
||
Total loans held for investment
|
$
|
17,330,223
|
|
|
$
|
16,570,839
|
|
|
Commercial
|
|
Mortgage
Finance
|
|
Construction
|
|
Real Estate
|
|
Consumer
|
|
Equipment Leases
|
|
Total
|
||||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Grade:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Pass
|
$
|
6,941,310
|
|
|
$
|
4,497,338
|
|
|
$
|
2,074,859
|
|
|
$
|
3,430,346
|
|
|
$
|
34,249
|
|
|
$
|
181,914
|
|
|
$
|
17,160,016
|
|
Special mention
|
69,447
|
|
|
—
|
|
|
10,901
|
|
|
21,932
|
|
|
—
|
|
|
3,532
|
|
|
105,812
|
|
|||||||
Substandard- accruing
|
115,848
|
|
|
—
|
|
|
12,787
|
|
|
7,516
|
|
|
138
|
|
|
—
|
|
|
136,289
|
|
|||||||
Non-accrual
|
164,940
|
|
|
—
|
|
|
159
|
|
|
2,409
|
|
|
200
|
|
|
83
|
|
|
167,791
|
|
|||||||
Total loans held for investment
|
$
|
7,291,545
|
|
|
$
|
4,497,338
|
|
|
$
|
2,098,706
|
|
|
$
|
3,462,203
|
|
|
$
|
34,587
|
|
|
$
|
185,529
|
|
|
$
|
17,569,908
|
|
|
Commercial
|
|
Mortgage
Finance
|
|
Construction
|
|
Real Estate
|
|
Consumer
|
|
Equipment Leases
|
|
Total
|
||||||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Grade:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Pass
|
$
|
6,375,332
|
|
|
$
|
4,966,276
|
|
|
$
|
1,821,678
|
|
|
$
|
3,085,463
|
|
|
$
|
25,093
|
|
|
$
|
103,560
|
|
|
$
|
16,377,402
|
|
Special mention
|
111,911
|
|
|
—
|
|
|
13,090
|
|
|
30,585
|
|
|
3
|
|
|
334
|
|
|
155,923
|
|
|||||||
Substandard-accruing
|
46,731
|
|
|
—
|
|
|
281
|
|
|
3,837
|
|
|
227
|
|
|
4,951
|
|
|
56,027
|
|
|||||||
Non-accrual
|
138,657
|
|
|
—
|
|
|
16,668
|
|
|
19,312
|
|
|
—
|
|
|
5,151
|
|
|
179,788
|
|
|||||||
Total loans held for investment
|
$
|
6,672,631
|
|
|
$
|
4,966,276
|
|
|
$
|
1,851,717
|
|
|
$
|
3,139,197
|
|
|
$
|
25,323
|
|
|
$
|
113,996
|
|
|
$
|
16,769,140
|
|
|
Commercial
|
Mortgage
Finance
|
Construction
|
Real
Estate
|
Consumer
|
Equipment Leases
|
Additional Qualitative Reserve
|
Total
|
||||||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||||||||||
Allowance for loan losses
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning balance
|
$
|
112,446
|
|
$
|
—
|
|
$
|
6,836
|
|
$
|
13,381
|
|
$
|
338
|
|
$
|
3,931
|
|
$
|
4,179
|
|
$
|
141,111
|
|
Provision for loan losses
|
63,516
|
|
—
|
|
6,274
|
|
6,233
|
|
(71
|
)
|
(2,884
|
)
|
1,521
|
|
74,589
|
|
||||||||
Charge-offs
|
56,558
|
|
—
|
|
—
|
|
528
|
|
47
|
|
—
|
|
—
|
|
57,133
|
|
||||||||
Recoveries
|
9,364
|
|
—
|
|
34
|
|
63
|
|
21
|
|
77
|
|
—
|
|
9,559
|
|
||||||||
Net charge-offs (recoveries)
|
47,194
|
|
—
|
|
(34
|
)
|
465
|
|
26
|
|
(77
|
)
|
—
|
|
47,574
|
|
||||||||
Ending balance
|
$
|
128,768
|
|
$
|
—
|
|
$
|
13,144
|
|
$
|
19,149
|
|
$
|
241
|
|
$
|
1,124
|
|
$
|
5,700
|
|
$
|
168,126
|
|
Period end amount allocated to:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Loans individually evaluated for impairment
|
$
|
34,405
|
|
$
|
—
|
|
$
|
24
|
|
$
|
133
|
|
$
|
30
|
|
$
|
13
|
|
$
|
—
|
|
$
|
34,605
|
|
Loans collectively evaluated for impairment
|
94,363
|
|
—
|
|
13,120
|
|
19,016
|
|
211
|
|
1,111
|
|
5,700
|
|
133,521
|
|
||||||||
Ending balance
|
$
|
128,768
|
|
$
|
—
|
|
$
|
13,144
|
|
$
|
19,149
|
|
$
|
241
|
|
$
|
1,124
|
|
$
|
5,700
|
|
$
|
168,126
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Commercial
|
Mortgage
Finance
|
Construction
|
Real
Estate
|
Consumer
|
Equipment Leases
|
Additional Qualitative Reserve
|
Total
|
||||||||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||||||||||
Allowance for loan losses
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning balance
|
$
|
70,654
|
|
$
|
—
|
|
$
|
7,935
|
|
$
|
15,582
|
|
$
|
240
|
|
$
|
1,141
|
|
$
|
5,402
|
|
$
|
100,954
|
|
Provision for loan losses
|
53,102
|
|
—
|
|
(1,499
|
)
|
(1,845
|
)
|
(13
|
)
|
2,777
|
|
(1,223
|
)
|
51,299
|
|
||||||||
Charge-offs
|
16,254
|
|
—
|
|
—
|
|
389
|
|
62
|
|
25
|
|
—
|
|
16,730
|
|
||||||||
Recoveries
|
4,944
|
|
—
|
|
400
|
|
33
|
|
173
|
|
38
|
|
—
|
|
5,588
|
|
||||||||
Net charge-offs (recoveries)
|
11,310
|
|
—
|
|
(400
|
)
|
356
|
|
(111
|
)
|
(13
|
)
|
—
|
|
11,142
|
|
||||||||
Ending balance
|
$
|
112,446
|
|
$
|
—
|
|
$
|
6,836
|
|
$
|
13,381
|
|
$
|
338
|
|
$
|
3,931
|
|
$
|
4,179
|
|
$
|
141,111
|
|
Period end amount allocated to:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Loans individually evaluated for impairment
|
$
|
19,840
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,191
|
|
$
|
—
|
|
$
|
2,436
|
|
$
|
—
|
|
$
|
23,467
|
|
Loans collectively evaluated for impairment
|
92,606
|
|
—
|
|
6,836
|
|
12,190
|
|
338
|
|
1,495
|
|
4,179
|
|
117,644
|
|
||||||||
Ending balance
|
$
|
112,446
|
|
$
|
—
|
|
$
|
6,836
|
|
$
|
13,381
|
|
$
|
338
|
|
$
|
3,931
|
|
$
|
4,179
|
|
$
|
141,111
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Beginning balance
|
|
$
|
9,011
|
|
|
$
|
7,060
|
|
Provision for off-balance sheet credit losses
|
|
2,411
|
|
|
1,951
|
|
||
Ending balance
|
|
$
|
11,422
|
|
|
$
|
9,011
|
|
|
Commercial
|
|
Mortgage
Finance
|
|
Construction
|
|
Real
Estate
|
|
Consumer
|
|
Equipment Leases
|
|
Total
|
||||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Loans individually evaluated for impairment
|
$
|
166,669
|
|
|
$
|
—
|
|
|
$
|
159
|
|
|
$
|
3,751
|
|
|
$
|
200
|
|
|
$
|
83
|
|
|
$
|
170,862
|
|
Loans collectively evaluated for impairment
|
7,124,876
|
|
|
4,497,338
|
|
|
2,098,547
|
|
|
3,458,452
|
|
|
34,387
|
|
|
185,446
|
|
|
17,399,046
|
|
|||||||
Total
|
$
|
7,291,545
|
|
|
$
|
4,497,338
|
|
|
$
|
2,098,706
|
|
|
$
|
3,462,203
|
|
|
$
|
34,587
|
|
|
$
|
185,529
|
|
|
$
|
17,569,908
|
|
|
Commercial
|
|
Mortgage
Finance
|
|
Construction
|
|
Real
Estate
|
|
Consumer
|
|
Equipment Leases
|
|
Total
|
||||||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Loans individually evaluated for impairment
|
$
|
140,479
|
|
|
$
|
—
|
|
|
$
|
16,668
|
|
|
$
|
21,042
|
|
|
$
|
—
|
|
|
$
|
5,151
|
|
|
$
|
183,340
|
|
Loans collectively evaluated for impairment
|
6,532,152
|
|
|
4,966,276
|
|
|
1,835,049
|
|
|
3,118,155
|
|
|
25,323
|
|
|
108,845
|
|
|
16,585,800
|
|
|||||||
Total
|
$
|
6,672,631
|
|
|
$
|
4,966,276
|
|
|
$
|
1,851,717
|
|
|
$
|
3,139,197
|
|
|
$
|
25,323
|
|
|
$
|
113,996
|
|
|
$
|
16,769,140
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans
|
$
|
23,868
|
|
|
$
|
27,992
|
|
|
$
|
—
|
|
|
$
|
12,361
|
|
|
$
|
—
|
|
Energy loans
|
46,753
|
|
|
54,522
|
|
|
—
|
|
|
54,075
|
|
|
—
|
|
|||||
Construction
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
—
|
|
|
—
|
|
|
—
|
|
|
2,778
|
|
|
—
|
|
|||||
Real estate
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Commercial
|
2,083
|
|
|
2,083
|
|
|
—
|
|
|
4,483
|
|
|
38
|
|
|||||
Secured by 1-4 family
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equipment leases
|
—
|
|
|
—
|
|
|
—
|
|
|
403
|
|
|
—
|
|
|||||
Total impaired loans with no allowance recorded
|
$
|
72,704
|
|
|
$
|
84,597
|
|
|
$
|
—
|
|
|
$
|
74,100
|
|
|
$
|
38
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans
|
$
|
21,303
|
|
|
$
|
21,303
|
|
|
$
|
7,055
|
|
|
$
|
22,277
|
|
|
$
|
—
|
|
Energy loans
|
74,745
|
|
|
88,987
|
|
|
27,350
|
|
|
73,637
|
|
|
24
|
|
|||||
Construction
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
159
|
|
|
159
|
|
|
24
|
|
|
53
|
|
|
—
|
|
|||||
Real estate
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
1,342
|
|
|
1,342
|
|
|
20
|
|
|
3,000
|
|
|
—
|
|
|||||
Commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Secured by 1-4 family
|
326
|
|
|
326
|
|
|
113
|
|
|
435
|
|
|
—
|
|
|||||
Consumer
|
200
|
|
|
200
|
|
|
30
|
|
|
67
|
|
|
—
|
|
|||||
Equipment leases
|
83
|
|
|
83
|
|
|
13
|
|
|
548
|
|
|
—
|
|
|||||
Total impaired loans with an allowance recorded
|
$
|
98,158
|
|
|
$
|
112,400
|
|
|
$
|
34,605
|
|
|
$
|
100,017
|
|
|
$
|
24
|
|
Combined:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans
|
$
|
45,171
|
|
|
$
|
49,295
|
|
|
$
|
7,055
|
|
|
$
|
34,638
|
|
|
$
|
—
|
|
Energy loans
|
121,498
|
|
|
143,509
|
|
|
27,350
|
|
|
127,712
|
|
|
24
|
|
|||||
Construction
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
159
|
|
|
159
|
|
|
24
|
|
|
2,831
|
|
|
—
|
|
|||||
Real estate
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
1,342
|
|
|
1,342
|
|
|
20
|
|
|
3,000
|
|
|
—
|
|
|||||
Commercial
|
2,083
|
|
|
2,083
|
|
|
—
|
|
|
4,483
|
|
|
38
|
|
|||||
Secured by 1-4 family
|
326
|
|
|
326
|
|
|
113
|
|
|
435
|
|
|
—
|
|
|||||
Consumer
|
200
|
|
|
200
|
|
|
30
|
|
|
67
|
|
|
—
|
|
|||||
Equipment leases
|
83
|
|
|
83
|
|
|
13
|
|
|
951
|
|
|
—
|
|
|||||
Total impaired loans
|
$
|
170,862
|
|
|
$
|
196,997
|
|
|
$
|
34,605
|
|
|
$
|
174,117
|
|
|
$
|
62
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans
|
$
|
11,097
|
|
|
$
|
13,529
|
|
|
$
|
—
|
|
|
$
|
17,311
|
|
|
$
|
—
|
|
Energy loans
|
37,968
|
|
|
37,968
|
|
|
—
|
|
|
21,791
|
|
|
36
|
|
|||||
Construction
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
16,668
|
|
|
16,668
|
|
|
—
|
|
|
9,764
|
|
|
—
|
|
|||||
Real estate
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
—
|
|
|
—
|
|
|
—
|
|
|
3,352
|
|
|
—
|
|
|||||
Commercial
|
15,353
|
|
|
15,353
|
|
|
—
|
|
|
4,364
|
|
|
24
|
|
|||||
Secured by 1-4 family
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equipment leases
|
2,417
|
|
|
2,417
|
|
|
—
|
|
|
3,233
|
|
|
—
|
|
|||||
Total impaired loans with no allowance recorded
|
$
|
83,503
|
|
|
$
|
85,935
|
|
|
$
|
—
|
|
|
$
|
59,815
|
|
|
$
|
60
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans
|
$
|
20,983
|
|
|
$
|
25,300
|
|
|
$
|
5,737
|
|
|
$
|
31,131
|
|
|
$
|
—
|
|
Energy loans
|
70,431
|
|
|
70,431
|
|
|
14,103
|
|
|
6,641
|
|
|
—
|
|
|||||
Construction
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
5,335
|
|
|
5,335
|
|
|
1,066
|
|
|
2,558
|
|
|
—
|
|
|||||
Commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
306
|
|
|
—
|
|
|||||
Secured by 1-4 family
|
354
|
|
|
354
|
|
|
125
|
|
|
1,580
|
|
|
—
|
|
|||||
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|||||
Equipment leases
|
2,734
|
|
|
2,734
|
|
|
2,436
|
|
|
302
|
|
|
—
|
|
|||||
Total impaired loans with an allowance recorded
|
$
|
99,837
|
|
|
$
|
104,154
|
|
|
$
|
23,467
|
|
|
$
|
42,528
|
|
|
$
|
—
|
|
Combined:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans
|
$
|
32,080
|
|
|
$
|
38,829
|
|
|
$
|
5,737
|
|
|
$
|
48,442
|
|
|
$
|
—
|
|
Energy loans
|
108,399
|
|
|
108,399
|
|
|
14,103
|
|
|
28,432
|
|
|
36
|
|
|||||
Construction
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
16,668
|
|
|
16,668
|
|
|
—
|
|
|
9,764
|
|
|
—
|
|
|||||
Real estate
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
5,335
|
|
|
5,335
|
|
|
1,066
|
|
|
5,910
|
|
|
—
|
|
|||||
Commercial
|
15,353
|
|
|
15,353
|
|
|
—
|
|
|
4,670
|
|
|
24
|
|
|||||
Secured by 1-4 family
|
354
|
|
|
354
|
|
|
125
|
|
|
1,580
|
|
|
—
|
|
|||||
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|||||
Equipment leases
|
5,151
|
|
|
5,151
|
|
|
2,436
|
|
|
3,535
|
|
|
—
|
|
|||||
Total impaired loans
|
$
|
183,340
|
|
|
$
|
190,089
|
|
|
$
|
23,467
|
|
|
$
|
102,343
|
|
|
$
|
60
|
|
|
30-59 Days
Past Due
|
|
60-89 Days
Past Due
|
|
Greater Than
90 Days(1)
|
|
Total Past
Due
|
|
Non-accrual
|
|
Current
|
|
Total
|
||||||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Business loans
|
$
|
33,630
|
|
|
$
|
5,684
|
|
|
$
|
10,236
|
|
|
$
|
49,550
|
|
|
$
|
43,442
|
|
|
$
|
6,308,970
|
|
|
$
|
6,401,962
|
|
Energy
|
2,505
|
|
|
—
|
|
|
—
|
|
|
2,505
|
|
|
121,498
|
|
|
765,580
|
|
|
889,583
|
|
|||||||
Mortgage finance loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,497,338
|
|
|
4,497,338
|
|
|||||||
Construction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Market risk
|
818
|
|
|
1,429
|
|
|
—
|
|
|
2,247
|
|
|
159
|
|
|
2,075,654
|
|
|
2,078,060
|
|
|||||||
Secured by 1-4 family
|
581
|
|
|
—
|
|
|
—
|
|
|
581
|
|
|
—
|
|
|
20,065
|
|
|
20,646
|
|
|||||||
Real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Market risk
|
2,984
|
|
|
12,155
|
|
|
—
|
|
|
15,139
|
|
|
—
|
|
|
2,612,655
|
|
|
2,627,794
|
|
|||||||
Commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,083
|
|
|
630,699
|
|
|
632,782
|
|
|||||||
Secured by 1-4 family
|
3,217
|
|
|
53
|
|
|
493
|
|
|
3,763
|
|
|
326
|
|
|
197,538
|
|
|
201,627
|
|
|||||||
Consumer
|
119
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|
200
|
|
|
34,268
|
|
|
34,587
|
|
|||||||
Equipment leases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|
185,446
|
|
|
185,529
|
|
|||||||
Total loans held for investment
|
$
|
43,854
|
|
|
$
|
19,321
|
|
|
$
|
10,729
|
|
|
$
|
73,904
|
|
|
$
|
167,791
|
|
|
$
|
17,328,213
|
|
|
$
|
17,569,908
|
|
(1)
|
Loans past due 90 days and still accruing includes premium finance loans of
$6.8 million
. These loans are generally secured by obligations of insurance carriers to refund premiums on cancelled insurance policies. The refund of premiums from the insurance carriers can take 180 days or longer from the cancellation date.
|
December 31, 2016
|
|
|
|
|
|
|||||
|
Number of
Contracts
|
|
Pre-Restructuring
Outstanding Recorded
Investment
|
|
Post-Restructuring
Outstanding Recorded
Investment
|
|||||
Energy loans
|
2
|
|
|
$
|
14,235
|
|
|
$
|
12,236
|
|
Total new restructured loans in 2016
|
2
|
|
|
$
|
14,235
|
|
|
$
|
12,236
|
|
December 31, 2015
|
|
|
|
|
|
|||||
|
Number of
Contracts
|
|
Pre-Restructuring
Outstanding Recorded
Investment
|
|
Post-Restructuring
Outstanding Recorded
Investment
|
|||||
Commercial business loans
|
5
|
|
|
$
|
20,459
|
|
|
$
|
14,992
|
|
Total new restructured loans in 2015
|
5
|
|
|
$
|
20,459
|
|
|
$
|
14,992
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Extended maturity
|
$
|
—
|
|
|
$
|
—
|
|
Combination of maturity extension and payment schedule adjustment
|
12,236
|
|
|
14,992
|
|
||
Total
|
$
|
12,236
|
|
|
$
|
14,992
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance
|
$
|
278
|
|
|
$
|
568
|
|
|
$
|
5,110
|
|
Additions
|
18,822
|
|
|
1,267
|
|
|
851
|
|
|||
Sales
|
(139
|
)
|
|
(1,557
|
)
|
|
(5,393
|
)
|
|||
Valuation allowance for OREO
|
—
|
|
|
—
|
|
|
—
|
|
|||
Direct write-downs
|
—
|
|
|
—
|
|
|
—
|
|
|||
Ending balance
|
$
|
18,961
|
|
|
$
|
278
|
|
|
$
|
568
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Unpaid principal balance
|
$
|
962,096
|
|
|
$
|
82,853
|
|
Fair value
|
968,929
|
|
|
86,075
|
|
||
Fair value over unpaid principal balance
|
$
|
6,833
|
|
|
$
|
3,222
|
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Beginning balance
|
$
|
86,075
|
|
|
$
|
—
|
|
Loans purchased
|
3,327,482
|
|
|
127,002
|
|
||
Payments and proceeds from sales
|
(2,433,348
|
)
|
|
(40,927
|
)
|
||
Change in fair value
|
(11,280
|
)
|
|
—
|
|
||
Ending balance
|
$
|
968,929
|
|
|
$
|
86,075
|
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Servicing asset:
|
|
|
|
||||
Balance, beginning of year
|
$
|
423
|
|
|
$
|
—
|
|
Capitalized servicing rights
|
29,816
|
|
|
437
|
|
||
Amortization
|
(1,703
|
)
|
|
(14
|
)
|
||
Balance, end of period
|
$
|
28,536
|
|
|
$
|
423
|
|
Valuation allowance:
|
|
|
|
||||
Balance, beginning of year
|
$
|
—
|
|
|
$
|
—
|
|
Increase in valuation allowance
|
—
|
|
|
—
|
|
||
Balance, end of period
|
$
|
—
|
|
|
$
|
—
|
|
Servicing asset, net(1)
|
$
|
28,536
|
|
|
$
|
423
|
|
Fair value
|
$
|
30,877
|
|
|
$
|
423
|
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||
Average discount rates
|
9.96
|
%
|
|
9.76
|
%
|
Expected prepayment speeds
|
7.91
|
%
|
|
9.14
|
%
|
Weighted-average life, in years
|
8.0
|
|
|
7.3
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
50 bp adverse change in prepayment speed
|
$
|
(2,833
|
)
|
|
$
|
(53
|
)
|
100 bp adverse change in prepayment speed
|
(6,812
|
)
|
|
(146
|
)
|
|
Gross Goodwill
and Intangible
Assets
|
|
Accumulated
Amortization
|
|
Net
Goodwill
and
Intangible
Assets
|
||||||
December 31, 2016
|
|
|
|
|
|
||||||
Goodwill
|
$
|
15,468
|
|
|
$
|
(374
|
)
|
|
$
|
15,094
|
|
Intangible assets—customer relationships and trademarks
|
9,006
|
|
|
(4,588
|
)
|
|
4,418
|
|
|||
Total goodwill and intangible assets
|
$
|
24,474
|
|
|
$
|
(4,962
|
)
|
|
$
|
19,512
|
|
December 31, 2015
|
|
|
|
|
|
||||||
Goodwill
|
$
|
15,468
|
|
|
$
|
(374
|
)
|
|
$
|
15,094
|
|
Intangible assets—customer relationships and trademarks
|
9,006
|
|
|
(4,140
|
)
|
|
4,866
|
|
|||
Total goodwill and intangible assets
|
$
|
24,474
|
|
|
$
|
(4,514
|
)
|
|
$
|
19,960
|
|
2017
|
$
|
470
|
|
2018
|
470
|
|
|
2019
|
470
|
|
|
2020
|
432
|
|
|
2021
|
405
|
|
|
Thereafter
|
2,171
|
|
|
|
$
|
4,418
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Premises
|
$
|
22,887
|
|
|
$
|
21,020
|
|
Furniture and equipment
|
24,159
|
|
|
26,185
|
|
||
|
47,046
|
|
|
47,205
|
|
||
Accumulated depreciation
|
(27,271
|
)
|
|
(23,644
|
)
|
||
Total premises and equipment, net
|
$
|
19,775
|
|
|
$
|
23,561
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Non-interest-bearing demand deposits
|
$
|
7,994,201
|
|
|
$
|
6,386,911
|
|
Interest-bearing deposits
|
|
|
|
||||
Transaction
|
1,954,834
|
|
|
2,006,591
|
|
||
Savings
|
6,625,177
|
|
|
6,163,622
|
|
||
Time
|
442,619
|
|
|
527,495
|
|
||
Total interest-bearing deposits
|
9,022,630
|
|
|
8,697,708
|
|
||
Total deposits
|
$
|
17,016,831
|
|
|
$
|
15,084,619
|
|
|
|
||
2017
|
$
|
417,911
|
|
2018
|
18,384
|
|
|
2019
|
4,452
|
|
|
2020
|
1,640
|
|
|
2021
|
232
|
|
|
2022 and after
|
—
|
|
|
|
$
|
442,619
|
|
|
December 31,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Balance
|
|
Rate(3)
|
|
Balance
|
|
Rate(3)
|
|
Balance
|
|
Rate(3)
|
|||||||||
Federal funds purchased(4)
|
$
|
101,800
|
|
|
0.80
|
%
|
|
$
|
74,164
|
|
|
0.55
|
%
|
|
$
|
66,971
|
|
|
0.30
|
%
|
Customer repurchase agreements(1)
|
7,775
|
|
|
0.05
|
%
|
|
68,887
|
|
|
0.02
|
%
|
|
25,705
|
|
|
0.07
|
%
|
|||
FHLB borrowings(2)
|
2,000,000
|
|
|
0.61
|
%
|
|
1,500,000
|
|
|
0.31
|
%
|
|
1,100,005
|
|
|
0.13
|
%
|
|||
Line of credit
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Subordinated notes
|
281,044
|
|
|
5.87
|
%
|
|
280,682
|
|
|
5.75
|
%
|
|
280,321
|
|
|
5.82
|
%
|
|||
Trust preferred subordinated debentures
|
113,406
|
|
|
2.90
|
%
|
|
113,406
|
|
|
2.47
|
%
|
|
113,406
|
|
|
2.18
|
%
|
|||
Total borrowings
|
$
|
2,504,025
|
|
|
|
|
$
|
2,037,139
|
|
|
|
|
$
|
1,586,408
|
|
|
|
|||
Maximum outstanding at any month end
|
$
|
2,511,579
|
|
|
|
|
$
|
2,042,457
|
|
|
|
|
$
|
1,592,087
|
|
|
|
(1)
|
Securities pledged for customer repurchase agreements were
$10.2 million
,
$14.2 million
and
$21.8 million
at
December 31, 2016
,
2015
and
2014
, respectively.
|
(2)
|
FHLB borrowings are collateralized by a blanket floating lien on certain real estate secured loans, mortgage finance assets and also certain pledged securities. The weighted-average interest rate for the years ended
December 31, 2016
,
2015
and
2014
was
0.43%
,
0.18%
and
0.15%
, respectively. The average balance of FHLB borrowings for the years ended
December 31, 2016
,
2015
and
2014
was
$1.4 billion
,
$1.2 billion
and
$213.4 million
, respectively.
|
(3)
|
Interest rate as of period end.
|
(4)
|
The weighted-average interest rate on Federal funds purchased for the years ended
December 31, 2016
,
2015
and
2014
was
0.57%
,
0.29%
and
0.27%
, respectively. The average balance of Federal funds purchased for the years ended
December 31, 2016
,
2015
and
2014
was
$90.9 million
,
$98.8 million
and
$139.3 million
, respectively.
|
|
December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
FHLB borrowing capacity relating to loans
|
$
|
3,057,915
|
|
|
$
|
4,101,396
|
|
|
$
|
3,602,994
|
|
FHLB borrowing capacity relating to securities
|
1,653
|
|
|
1,213
|
|
|
535
|
|
|||
Total FHLB borrowing capacity
|
$
|
3,059,568
|
|
|
$
|
4,102,609
|
|
|
$
|
3,603,529
|
|
Unused Federal funds lines available from commercial banks
|
$
|
1,118,000
|
|
|
$
|
1,231,000
|
|
|
$
|
1,186,000
|
|
Unused Federal Reserve Borrowings capacity
|
$
|
3,179,087
|
|
|
$
|
2,966,702
|
|
|
$
|
2,643,000
|
|
|
Within One
Year
|
|
After One
But Within
Three Years
|
|
After Three
But Within
Five Years
|
|
After Five
Years
|
|
Total
|
||||||||||
Federal funds purchased and customer repurchase agreements(1)
|
$
|
109,575
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
109,575
|
|
FHLB borrowings(1)
|
2,000,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,000,000
|
|
|||||
Subordinated notes(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
281,044
|
|
|
281,044
|
|
|||||
Trust preferred subordinated debentures(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
113,406
|
|
|
113,406
|
|
|||||
Total borrowings
|
$
|
2,109,575
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
394,450
|
|
|
$
|
2,504,025
|
|
(1)
|
Excludes interest.
|
|
Texas Capital
Bancshares Statutory Trust I |
|
Texas Capital
Statutory Trust II |
|
Texas Capital
Statutory Trust III |
|
Texas Capital
Statutory Trust IV |
|
Texas Capital
Statutory Trust V |
Date issued
|
November 19, 2002
|
|
April 10, 2003
|
|
October 6, 2005
|
|
April 28, 2006
|
|
September 29, 2006
|
Trust preferred securities issued
|
$10,310
|
|
$10,310
|
|
$25,774
|
|
$25,774
|
|
$41,238
|
Floating or fixed rate securities
|
Floating
|
|
Floating
|
|
Floating
|
|
Floating
|
|
Floating
|
Interest rate on subordinated debentures
|
3 month LIBOR
+ 3.35%
|
|
3 month LIBOR
+ 3.25%
|
|
3 month LIBOR
+ 1.51%
|
|
3 month LIBOR
+ 1.60%
|
|
3 month LIBOR
+ 1.71%
|
Maturity date
|
November 2032
|
|
April 2033
|
|
December 2035
|
|
June 2036
|
|
December 2036
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Allowance for credit losses
|
$
|
64,009
|
|
|
$
|
53,368
|
|
Loan origination fees
|
13,536
|
|
|
13,435
|
|
||
Stock compensation
|
5,761
|
|
|
5,509
|
|
||
Non-accrual interest
|
2,537
|
|
|
1,198
|
|
||
Deferred lease expense
|
3,375
|
|
|
3,779
|
|
||
Other
|
2,322
|
|
|
1,491
|
|
||
Total deferred tax assets
|
91,540
|
|
|
78,780
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Loan origination costs
|
(1,722
|
)
|
|
(1,726
|
)
|
||
Leases
|
(7,962
|
)
|
|
(10,121
|
)
|
||
MSRs
|
(10,973
|
)
|
|
(151
|
)
|
||
Depreciation
|
(8,797
|
)
|
|
(8,296
|
)
|
||
Unrealized gain on securities
|
(223
|
)
|
|
(387
|
)
|
||
Other
|
(2,971
|
)
|
|
(2,317
|
)
|
||
Total deferred tax liabilities
|
(32,648
|
)
|
|
(22,998
|
)
|
||
Net deferred tax asset
|
$
|
58,892
|
|
|
$
|
55,782
|
|
|
Year ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Tax at U.S. statutory rate
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
State taxes
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
Non-deductible expenses
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
Non-taxable income
|
(1
|
)%
|
|
(1
|
)%
|
|
(1
|
)%
|
Other
|
—
|
%
|
|
(1
|
)%
|
|
—
|
%
|
Total
|
36
|
%
|
|
35
|
%
|
|
36
|
%
|
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||
|
SARs
|
|
Weighted
Average
Exercise
Price
|
|
SARs
|
|
Weighted
Average Exercise Price |
|
SARs /
PSARs |
|
Weighted
Average Exercise Price |
||||||||||||
SARs outstanding at beginning of year
|
360,544
|
|
|
$
|
25.73
|
|
|
445,009
|
|
|
$
|
24.83
|
|
|
537,149
|
|
|
$
|
23.68
|
|
|||
SARs granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,000
|
|
|
62.02
|
|
||||||
SARs exercised
|
(234,681
|
)
|
|
22.54
|
|
|
(84,465
|
)
|
|
20.97
|
|
|
(92,640
|
)
|
|
20.87
|
|
||||||
SARs forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,500
|
)
|
|
31.16
|
|
||||||
SARs outstanding at year-end
|
125,863
|
|
|
$
|
31.68
|
|
|
360,544
|
|
|
$
|
25.73
|
|
|
445,009
|
|
|
$
|
24.83
|
|
|||
SARs vested and exercisable at year-end
|
94,463
|
|
|
$
|
26.73
|
|
|
307,144
|
|
|
$
|
22.49
|
|
|
355,509
|
|
|
$
|
21.16
|
|
|||
Weighted average remaining contractual life of SARs vested
|
|
|
3.62
|
|
|
|
|
2.36
|
|
|
|
|
2.89
|
|
|||||||||
Compensation expense
|
$
|
307,000
|
|
|
|
|
$
|
367,000
|
|
|
|
|
$
|
530,000
|
|
|
|
||||||
Unrecognized compensation expense
|
$
|
392,000
|
|
|
|
|
$
|
699,000
|
|
|
|
|
$
|
1,066,000
|
|
|
|
||||||
Weighted average period over which unrecognized compensation expense is expected to be recognized (in years)
|
|
|
1.52
|
|
|
|
|
2.40
|
|
|
|
|
3.20
|
|
|||||||||
Weighted average fair value of SARs granted
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
23.02
|
|
||||||
Fair value of shares vested during the year
|
$
|
337,000
|
|
|
|
|
$
|
436,000
|
|
|
|
|
$
|
580,345
|
|
|
|
||||||
Weighted average remaining contractual life of SARs currently outstanding (in years)
|
|
|
4.32
|
|
|
|
|
3.08
|
|
|
|
|
3.85
|
|
|||||||||
Intrinsic value of SARs exercised
|
$
|
4,881,000
|
|
|
|
|
$
|
8,291,000
|
|
|
|
|
$
|
11,794,000
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||
|
RSUs
|
|
Weighted
Average
Grant Date Fair Value
|
|
RSUs
|
|
Weighted
Average Grant Date Fair Value |
|
RSUs
|
|
Weighted
Average Grant Date Fair Value |
||||||||||||
RSUs outstanding at beginning of year
|
333,174
|
|
|
$
|
48.60
|
|
|
295,165
|
|
|
$
|
42.93
|
|
|
403,739
|
|
|
$
|
33.72
|
|
|||
RSUs granted
|
213,577
|
|
|
51.75
|
|
|
145,952
|
|
|
51.96
|
|
|
70,050
|
|
|
57.84
|
|
||||||
RSUs exercised
|
(94,296
|
)
|
|
42.87
|
|
|
(95,743
|
)
|
|
38.05
|
|
|
(161,249
|
)
|
|
26.40
|
|
||||||
RSUs forfeited
|
(27,400
|
)
|
|
51.18
|
|
|
(12,200
|
)
|
|
43.89
|
|
|
(17,375
|
)
|
|
37.70
|
|
||||||
RSUs outstanding at year-end
|
425,055
|
|
|
$
|
51.28
|
|
|
333,174
|
|
|
$
|
48.60
|
|
|
295,165
|
|
|
$
|
42.93
|
|
|||
Compensation expense
|
$
|
4,771,000
|
|
|
|
|
$
|
4,230,000
|
|
|
|
|
$
|
4,098,000
|
|
|
|
||||||
Unrecognized compensation expense
|
$
|
17,167,000
|
|
|
|
|
$
|
13,038,000
|
|
|
|
|
$
|
10,556,000
|
|
|
|
||||||
Weighted average period over which unrecognized compensation expense is expected to recognized (in years)
|
|
|
3.37
|
|
|
|
|
3.30
|
|
|
|
|
3.50
|
|
|||||||||
Weighted average remaining contractual life of RSUs currently outstanding
|
|
|
8.65
|
|
|
|
|
8.29
|
|
|
|
|
8.11
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Commitments to extend credit
|
$
|
5,704,381
|
|
|
$
|
5,542,363
|
|
Standby letters of credit
|
171,266
|
|
|
182,219
|
|
|
|
Actual
|
|
Minimum Capital Required - Basel III Phase-In Schedule
|
|
Minimum capital Required - Basel III Fully Phased-In
|
|
Required to be Considered Well Capitalized
|
|||||||||||||||
|
|
Capital Amount
|
Ratio
|
|
Capital Amount
|
Ratio
|
|
Capital Amount
|
Ratio
|
|
Capital Amount
|
Ratio
|
|||||||||||
As of December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
CET1
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Company
|
|
$
|
1,841,219
|
|
8.97
|
%
|
|
$
|
1,052,205
|
|
5.125
|
%
|
|
$
|
1,437,159
|
|
7.00
|
%
|
|
N/A
|
|
N/A
|
|
Bank
|
|
1,735,496
|
|
8.45
|
%
|
|
1,051.989
|
|
5.125
|
%
|
|
1,436.863
|
|
7.00
|
%
|
|
1,334,244
|
|
6.50
|
%
|
|||
Total capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Company
|
|
2,561,663
|
|
12.48
|
%
|
|
1,770.766
|
|
8.625
|
%
|
|
2,155.715
|
|
10.50
|
%
|
|
N/A
|
|
N/A
|
|
|||
Bank
|
|
2,297,528
|
|
11.19
|
%
|
|
1,770.421
|
|
8.625
|
%
|
|
2,155.295
|
|
10.50
|
%
|
|
2,052,683
|
|
10.00
|
%
|
|||
Tier 1 capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Company
|
|
2,101,071
|
|
10.23
|
%
|
|
1,360.154
|
|
6.625
|
%
|
|
1,745.103
|
|
8.50
|
%
|
|
N/A
|
|
N/A
|
|
|||
Bank
|
|
1,895,348
|
|
9.23
|
%
|
|
1,359.888
|
|
6.625
|
%
|
|
1,744.762
|
|
8.50
|
%
|
|
1,642,147
|
|
8.00
|
%
|
|||
Tier 1 capital (to average assets)(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Company
|
|
2,101,071
|
|
9.34
|
%
|
|
900,268
|
|
4.00
|
%
|
|
900,268
|
|
4.00
|
%
|
|
N/A
|
|
N/A
|
|
|||
Bank
|
|
1,895,348
|
|
8.42
|
%
|
|
900,070
|
|
4.00
|
%
|
|
900,070
|
|
4.00
|
%
|
|
1,125,087
|
|
5.00
|
%
|
|||
As of December 31, 2015:(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
CET1
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Company
|
|
$
|
1,455,662
|
|
7.47
|
%
|
|
$
|
876,563
|
|
4.50
|
%
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|
N/A
|
|
|
Bank
|
|
1,522,729
|
|
7.82
|
%
|
|
876,336
|
|
4.50
|
%
|
|
N/A
|
|
N/A
|
|
|
1,265,819
|
|
6.50
|
%
|
|||
Total capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Company
|
|
2,152,292
|
|
11.05
|
%
|
|
1,558,334
|
|
8.00
|
%
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|
N/A
|
|
|||
Bank
|
|
2,058,359
|
|
10.57
|
%
|
|
1,557,931
|
|
8.00
|
%
|
|
N/A
|
|
N/A
|
|
|
1,947,414
|
|
10.00
|
%
|
|||
Tier 1 capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Company
|
|
1,716,170
|
|
8.81
|
%
|
|
1,168,751
|
|
6.00
|
%
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|
N/A
|
|
|||
Bank
|
|
1,683,237
|
|
8.64
|
%
|
|
1,168,448
|
|
6.00
|
%
|
|
N/A
|
|
N/A
|
|
|
1,557,931
|
|
8.00
|
%
|
|||
Tier 1 capital (to average assets)(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Company
|
|
1,716,170
|
|
8.92
|
%
|
|
769,258
|
|
4.00
|
%
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|
N/A
|
|
|||
Bank
|
|
1,683,237
|
|
8.75
|
%
|
|
769,498
|
|
4.00
|
%
|
|
N/A
|
|
N/A
|
|
|
961,873
|
|
5.00
|
%
|
(1)
|
The Tier 1 capital ratio (to average assets) is not impacted by the Basel III Capital Rules; however, it should be noted that the Federal Reserve Board and the FDIC may require the Company and the Bank, respectively, to maintain a Tier 1 capital ratio (to average assets) above the required minimum.
|
(2)
|
The minimum capital required ratios for December 31, 2015 do not reflect the phase-in as it was not effective until January 1, 2016.
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
155,119
|
|
|
$
|
144,854
|
|
|
$
|
136,352
|
|
Preferred stock dividends
|
9,750
|
|
|
9,750
|
|
|
9,750
|
|
|||
Net income available to common stockholders
|
$
|
145,369
|
|
|
$
|
135,104
|
|
|
$
|
126,602
|
|
Denominator:
|
|
|
|
|
|
||||||
Denominator for basic earnings per share—weighted average shares
|
46,239,210
|
|
|
45,808,440
|
|
|
43,236,344
|
|
|||
Effect of employee stock-based awards(1)
|
128,228
|
|
|
211,168
|
|
|
311,423
|
|
|||
Effect of warrants to purchase common stock
|
398,464
|
|
|
418,264
|
|
|
455,489
|
|
|||
Denominator for dilutive earnings per share—adjusted weighted average shares and assumed conversions
|
46,765,902
|
|
|
46,437,872
|
|
|
44,003,256
|
|
|||
Basic earnings per common share
|
$
|
3.14
|
|
|
$
|
2.95
|
|
|
$
|
2.93
|
|
Diluted earnings per common share
|
$
|
3.11
|
|
|
$
|
2.91
|
|
|
$
|
2.88
|
|
(1)
|
Stock options, SARs and RSUs outstanding of
150,416
,
64,700
and
51,300
in
2016
,
2015
and
2014
, respectively, have not been included in diluted earnings per share because to do so would have been antidilutive for the periods presented. Stock options are antidilutive when the exercise price is higher than the average market price of the Company’s common stock.
|
Level 1
|
Quoted prices in active markets for identical assets or liabilities. This category includes the assets and liabilities related to our non-qualified deferred compensation plan where values are based on quoted market prices for identical equity securities in an active market.
|
Level 2
|
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets include U.S. government and agency mortgage-backed debt securities, municipal bonds, and Community Reinvestment Act funds. This category also includes loans held for sale and derivative assets and liabilities where values are obtained from independent pricing services.
|
Level 3
|
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair values requires significant management judgment or estimation. This category includes impaired loans and OREO where collateral values have been based on third party appraisals; however, due to current economic conditions, comparative sales data typically used in appraisals may be unavailable or more subjective due to lack of market activity.
|
|
Fair Value Measurements Using
|
||||||||||
December 31, 2016
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Available for sale securities:(1)
|
|
|
|
|
|
||||||
Residential mortgage-backed securities
|
$
|
—
|
|
|
$
|
15,652
|
|
|
$
|
—
|
|
Municipals
|
—
|
|
|
275
|
|
|
—
|
|
|||
Equity securities(2)
|
1,786
|
|
|
7,161
|
|
|
—
|
|
|||
Loans held for sale(3)
|
—
|
|
|
968,929
|
|
|
—
|
|
|||
Loans held for investment(4)(6)
|
—
|
|
|
—
|
|
|
52,323
|
|
|||
OREO(5)(6)
|
—
|
|
|
—
|
|
|
18,961
|
|
|||
Derivative assets(7)
|
—
|
|
|
37,878
|
|
|
—
|
|
|||
Derivative liabilities(7)
|
—
|
|
|
26,240
|
|
|
—
|
|
|||
Non-qualified deferred compensation plan liabilities(8)
|
1,811
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
December 31, 2015
|
|
|
|
|
|
||||||
Available for sale securities:(1)
|
|
|
|
|
|
||||||
Residential mortgage-backed securities
|
$
|
—
|
|
|
$
|
21,901
|
|
|
$
|
—
|
|
Municipals
|
—
|
|
|
831
|
|
|
—
|
|
|||
Equity securities(2)
|
—
|
|
|
7,260
|
|
|
—
|
|
|||
Loans held for sale(3)
|
—
|
|
|
86,075
|
|
|
—
|
|
|||
Loans held for investment(4)(6)
|
—
|
|
|
—
|
|
|
41,420
|
|
|||
OREO(5)(6)
|
—
|
|
|
—
|
|
|
278
|
|
|||
Derivative assets(7)
|
—
|
|
|
35,292
|
|
|
—
|
|
|||
Derivative liabilities(7)
|
—
|
|
|
35,420
|
|
|
—
|
|
|||
Non-qualified deferred compensation plan liabilities(8)
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Securities are measured at fair value on a recurring basis, generally monthly.
|
(2)
|
Equity securities consist of Community Reinvestment Act funds and investments related to our non-qualified deferred compensation plan.
|
(3)
|
Loans held for sale are measured at fair value on a recurring basis, generally monthly.
|
(4)
|
Includes impaired loans that have been measured for impairment at the fair value of the loan’s collateral.
|
(5)
|
OREO is transferred from loans to OREO at fair value less selling costs.
|
(6)
|
Loans held for investment and OREO are measured on a nonrecurring basis, generally annually or more often as warranted by market and economic conditions
|
(7)
|
Derivative assets and liabilities are measured at fair value on a recurring basis, generally quarterly.
|
(8)
|
Non-qualified deferred compensation plan liabilities represent the fair value of the obligation to the employee, which corresponds to the fair value of the invested assets, and are measured at fair value on a recurring basis, generally monthly.
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Carrying
Amount |
|
Estimated
Fair Value |
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Level 1 inputs:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
2,839,352
|
|
|
$
|
2,839,352
|
|
|
$
|
1,790,870
|
|
|
$
|
1,790,870
|
|
Securities, available-for-sale
|
1,786
|
|
|
1,786
|
|
|
—
|
|
|
—
|
|
||||
Level 2 inputs:
|
|
|
|
|
|
|
|
||||||||
Securities, available-for-sale
|
23,088
|
|
|
23,088
|
|
|
29,992
|
|
|
29,992
|
|
||||
Loans held for sale
|
968,929
|
|
|
968,929
|
|
|
86,075
|
|
|
86,075
|
|
||||
Derivative assets
|
37,878
|
|
|
37,878
|
|
|
35,292
|
|
|
35,292
|
|
||||
Level 3 inputs:
|
|
|
|
|
|
|
|
||||||||
Loans held for investment, net
|
17,330,223
|
|
|
17,347,199
|
|
|
16,570,839
|
|
|
16,576,297
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Level 2 inputs:
|
|
|
|
|
|
|
|
||||||||
Federal funds purchased
|
101,800
|
|
|
101,800
|
|
|
74,164
|
|
|
74,164
|
|
||||
Customer repurchase agreements
|
7,775
|
|
|
7,775
|
|
|
68,887
|
|
|
68,887
|
|
||||
Other borrowings
|
2,000,000
|
|
|
2,000,000
|
|
|
1,500,000
|
|
|
1,500,000
|
|
||||
Subordinated notes
|
281,044
|
|
|
304,672
|
|
|
280,682
|
|
|
291,091
|
|
||||
Derivative liabilities
|
26,240
|
|
|
26,240
|
|
|
35,420
|
|
|
35,420
|
|
||||
Level 3 inputs:
|
|
|
|
|
|
|
|
||||||||
Deposits
|
17,016,831
|
|
|
17,017,221
|
|
|
15,084,619
|
|
|
15,085,080
|
|
||||
Trust preferred subordinated debentures
|
113,406
|
|
|
113,406
|
|
|
113,406
|
|
|
113,406
|
|
|
|
||
Year ending December 31,
|
Minimum
Payments
|
||
2017
|
$
|
16,243
|
|
2018
|
16,750
|
|
|
2019
|
16,464
|
|
|
2020
|
15,623
|
|
|
2021
|
13,152
|
|
|
2022 and thereafter
|
30,375
|
|
|
|
$
|
108,607
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
220,499
|
|
|
$
|
53,061
|
|
Investment in subsidiaries
|
1,927,392
|
|
|
1,714,158
|
|
||
Other assets
|
85,560
|
|
|
83,670
|
|
||
Total assets
|
$
|
2,233,451
|
|
|
$
|
1,850,889
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Other liabilities
|
$
|
1,284
|
|
|
$
|
1,119
|
|
Subordinated notes
|
108,412
|
|
|
108,311
|
|
||
Trust preferred subordinated debentures
|
113,406
|
|
|
113,406
|
|
||
Total liabilities
|
223,102
|
|
|
222,836
|
|
||
Preferred stock
|
150,000
|
|
|
150,000
|
|
||
Common stock
|
495
|
|
|
459
|
|
||
Additional paid-in capital
|
965,620
|
|
|
724,698
|
|
||
Retained earnings
|
893,827
|
|
|
752,186
|
|
||
Treasury stock
|
(8
|
)
|
|
(8
|
)
|
||
Accumulated other comprehensive income
|
415
|
|
|
718
|
|
||
Total stockholders’ equity
|
2,010,349
|
|
|
1,628,053
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,233,451
|
|
|
$
|
1,850,889
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Interest on loans
|
$
|
3,250
|
|
|
$
|
3,250
|
|
|
$
|
10,850
|
|
Dividend income
|
10,400
|
|
|
10,400
|
|
|
5,275
|
|
|||
Other income
|
90
|
|
|
76
|
|
|
28
|
|
|||
Total income
|
13,740
|
|
|
13,726
|
|
|
16,153
|
|
|||
Other non-interest income
|
152
|
|
|
8
|
|
|
—
|
|
|||
Interest expense
|
10,525
|
|
|
9,867
|
|
|
10,038
|
|
|||
Salaries and employee benefits
|
431
|
|
|
499
|
|
|
617
|
|
|||
Legal and professional
|
1,429
|
|
|
1,640
|
|
|
2,237
|
|
|||
Other non-interest expense
|
1,594
|
|
|
1,637
|
|
|
933
|
|
|||
Total expense
|
13,979
|
|
|
13,643
|
|
|
13,825
|
|
|||
Income (loss) before income taxes and equity in undistributed income of subsidiary
|
(87
|
)
|
|
91
|
|
|
2,328
|
|
|||
Income tax expense (benefit)
|
(33
|
)
|
|
33
|
|
|
833
|
|
|||
Income (loss) before equity in undistributed income of subsidiary
|
(54
|
)
|
|
58
|
|
|
1,495
|
|
|||
Equity in undistributed income of subsidiary
|
151,445
|
|
|
141,041
|
|
|
132,980
|
|
|||
Net income
|
151,391
|
|
|
141,099
|
|
|
134,475
|
|
|||
Preferred stock dividends
|
9,750
|
|
|
9,750
|
|
|
9,750
|
|
|||
Net income available to common stockholders
|
$
|
141,641
|
|
|
$
|
131,349
|
|
|
$
|
124,725
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
151,391
|
|
|
$
|
141,099
|
|
|
$
|
134,475
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
|
|
||||||
Equity in undistributed income of subsidiary
|
(151,445
|
)
|
|
(141,041
|
)
|
|
(132,980
|
)
|
|||
Amortization
|
101
|
|
|
100
|
|
|
101
|
|
|||
Increase in other assets
|
(10
|
)
|
|
(2,223
|
)
|
|
(2,221
|
)
|
|||
Excess tax benefits from stock-based compensation arrangements
|
(2,013
|
)
|
|
(1,499
|
)
|
|
(2,929
|
)
|
|||
Increase in other liabilities
|
165
|
|
|
(209
|
)
|
|
74
|
|
|||
Net cash used in operating activities of continuing operations
|
(1,811
|
)
|
|
(3,773
|
)
|
|
(3,480
|
)
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Investments in and advances to subsidiaries
|
(57,000
|
)
|
|
(110,000
|
)
|
|
(100,000
|
)
|
|||
Net cash used in investing activities
|
(57,000
|
)
|
|
(110,000
|
)
|
|
(100,000
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Proceeds from sale of stock related to stock-based awards
|
(2,481
|
)
|
|
(1,239
|
)
|
|
(2,203
|
)
|
|||
Proceeds from sale of common stock
|
236,467
|
|
|
—
|
|
|
256,223
|
|
|||
Preferred dividends paid
|
(9,750
|
)
|
|
(9,750
|
)
|
|
(9,750
|
)
|
|||
Net other borrowings
|
—
|
|
|
—
|
|
|
(15,000
|
)
|
|||
Excess tax benefits from stock-based compensation arrangements
|
2,013
|
|
|
1,499
|
|
|
2,929
|
|
|||
Net cash provided by (used in) financing activities
|
226,249
|
|
|
(9,490
|
)
|
|
232,199
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
167,438
|
|
|
(123,263
|
)
|
|
128,719
|
|
|||
Cash and cash equivalents at beginning of year
|
53,061
|
|
|
176,324
|
|
|
47,605
|
|
|||
Cash and cash equivalents at end of year
|
$
|
220,499
|
|
|
$
|
53,061
|
|
|
$
|
176,324
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||
|
|
|
Estimated Fair Value
|
|
|
|
Estimated Fair Value
|
||||||||||||||
|
Notional
Amount
|
|
Asset Derivative
|
Liability Derivative
|
|
Notional
Amount
|
|
Asset Derivative
|
Liability Derivative
|
||||||||||||
Non-hedging interest rate derivatives:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial institution counterparties:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial loan/lease interest rate swaps
|
$
|
1,144,367
|
|
|
$
|
1,754
|
|
$
|
25,421
|
|
|
$
|
976,389
|
|
|
$
|
—
|
|
$
|
33,851
|
|
Commercial loan/lease interest rate caps
|
210,996
|
|
|
819
|
|
—
|
|
|
194,304
|
|
|
1,441
|
|
—
|
|
||||||
Customer counterparties:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial loan/lease interest rate swaps
|
1,144,367
|
|
|
25,421
|
|
1,754
|
|
|
976,389
|
|
|
33,851
|
|
—
|
|
||||||
Commercial loan/lease interest rate caps
|
210,996
|
|
|
—
|
|
819
|
|
|
194,304
|
|
|
—
|
|
1,441
|
|
||||||
Economic hedging interest rate derivatives:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loan purchase commitments
|
237,805
|
|
|
1,351
|
|
—
|
|
|
62,835
|
|
|
—
|
|
109
|
|
||||||
Forward sale commitments
|
1,218,000
|
|
|
10,287
|
|
—
|
|
|
143,200
|
|
|
—
|
|
19
|
|
||||||
Gross derivatives
|
|
|
39,632
|
|
27,994
|
|
|
|
|
35,292
|
|
35,420
|
|
||||||||
Offsetting derivative assets/liabilities
|
|
|
(1,754
|
)
|
(1,754
|
)
|
|
|
|
—
|
|
—
|
|
||||||||
Net derivatives included in the consolidated balance sheets
|
|
|
$
|
37,878
|
|
$
|
26,240
|
|
|
|
|
$
|
35,292
|
|
$
|
35,420
|
|
|
December 31, 2016
Weighted-Average Interest Rate
|
|
December 31, 2014
Weighted-Average Interest Rate |
||||||||
|
Received
|
|
Paid
|
|
Received
|
|
Paid
|
||||
Non-hedging interest rate swaps
|
3.17
|
%
|
|
4.58
|
%
|
|
2.96
|
%
|
|
4.72
|
%
|
|
2016 Selected Quarterly Financial Data
|
||||||||||||||
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
||||||||
Interest income
|
$
|
188,671
|
|
|
$
|
182,492
|
|
|
$
|
172,442
|
|
|
$
|
159,803
|
|
Interest expense
|
17,448
|
|
|
15,753
|
|
|
15,373
|
|
|
15,020
|
|
||||
Net interest income
|
171,223
|
|
|
166,739
|
|
|
157,069
|
|
|
144,783
|
|
||||
Provision for credit losses
|
9,000
|
|
|
22,000
|
|
|
16,000
|
|
|
30,000
|
|
||||
Net interest income after provision for credit losses
|
162,223
|
|
|
144,739
|
|
|
141,069
|
|
|
114,783
|
|
||||
Non-interest income
|
18,835
|
|
|
16,716
|
|
|
13,932
|
|
|
11,297
|
|
||||
Non-interest expense
|
106,523
|
|
|
94,799
|
|
|
94,255
|
|
|
86,820
|
|
||||
Income before income taxes
|
74,535
|
|
|
66,656
|
|
|
60,746
|
|
|
39,260
|
|
||||
Income tax expense
|
26,149
|
|
|
23,931
|
|
|
21,866
|
|
|
14,132
|
|
||||
Net income
|
48,386
|
|
|
42,725
|
|
|
38,880
|
|
|
25,128
|
|
||||
Preferred stock dividends
|
2,437
|
|
|
2,438
|
|
|
2,437
|
|
|
2,438
|
|
||||
Net income available to common stockholders
|
$
|
45,949
|
|
|
$
|
40,287
|
|
|
$
|
36,443
|
|
|
$
|
22,690
|
|
Basic earnings per share:
|
$
|
0.97
|
|
|
$
|
0.88
|
|
|
$
|
0.79
|
|
|
$
|
0.49
|
|
Diluted earnings per share:
|
$
|
0.96
|
|
|
$
|
0.87
|
|
|
$
|
0.78
|
|
|
$
|
0.49
|
|
Average shares
|
|
|
|
|
|
|
|
||||||||
Basic
|
47,156,000
|
|
|
45,981,000
|
|
|
45,924,000
|
|
|
45,889,000
|
|
||||
Diluted
|
47,760,000
|
|
|
46,510,000
|
|
|
46,438,000
|
|
|
46,354,000
|
|
|
2015 Selected Quarterly Financial Data
|
||||||||||||||
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
||||||||
Interest income
|
$
|
154,820
|
|
|
$
|
153,856
|
|
|
$
|
153,374
|
|
|
$
|
140,908
|
|
Interest expense
|
12,632
|
|
|
11,808
|
|
|
11,089
|
|
|
10,899
|
|
||||
Net interest income
|
142,188
|
|
|
142,048
|
|
|
142,285
|
|
|
130,009
|
|
||||
Provision for credit losses
|
14,000
|
|
|
13,750
|
|
|
14,500
|
|
|
11,000
|
|
||||
Net interest income after provision for credit losses
|
128,188
|
|
|
128,298
|
|
|
127,785
|
|
|
119,009
|
|
||||
Non-interest income
|
11,320
|
|
|
11,380
|
|
|
12,771
|
|
|
12,267
|
|
||||
Non-interest expense
|
87,042
|
|
|
81,688
|
|
|
81,276
|
|
|
76,517
|
|
||||
Income before income taxes
|
52,466
|
|
|
57,990
|
|
|
59,280
|
|
|
54,759
|
|
||||
Income tax expense
|
17,713
|
|
|
20,876
|
|
|
21,343
|
|
|
19,709
|
|
||||
Net income
|
34,753
|
|
|
37,114
|
|
|
37,937
|
|
|
35,050
|
|
||||
Preferred stock dividends
|
2,437
|
|
|
2,438
|
|
|
2,437
|
|
|
2,438
|
|
||||
Net income available to common stockholders
|
$
|
32,316
|
|
|
$
|
34,676
|
|
|
$
|
35,500
|
|
|
$
|
32,612
|
|
Basic earnings per share:
|
$
|
0.70
|
|
|
$
|
0.76
|
|
|
$
|
0.78
|
|
|
$
|
0.71
|
|
Diluted earnings per share:
|
$
|
0.70
|
|
|
$
|
0.75
|
|
|
$
|
0.76
|
|
|
$
|
0.70
|
|
Average shares
|
|
|
|
|
|
|
|
||||||||
Basic
|
45,856,000
|
|
|
45,828,000
|
|
|
45,790,000
|
|
|
45,759,000
|
|
||||
Diluted
|
46,480,000
|
|
|
46,471,000
|
|
|
46,443,000
|
|
|
46,368,000
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
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
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
3.1
|
Certificate of Incorporation, which is incorporated by reference to Exhibit 3.1 to our registration statement on Form 10 dated August 24, 2000
|
3.2
|
Certificate of Amendment of Certificate of Incorporation, which is incorporated by reference to Exhibit 3.2 to our registration statement on Form 10 dated August 24, 2000
|
3.3
|
Certificate of Amendment of Certificate of Incorporation, which is incorporated by reference to Exhibit 3.3 to our registration statement on Form 10 dated August 24, 2000
|
3.4
|
Certificate of Amendment of Certificate of Incorporation, which is incorporated by reference to Exhibit 3.4 to our registration statement on Form 10 dated August 24, 2000
|
3.5
|
Amended and Restated Bylaws of Texas Capital Bancshares, Inc. which is incorporated by reference to Exhibit 3.5 to our registration statement on Form 10 dated August 24, 2000
|
3.6
|
First Amendment to Amended and Restated Bylaws of Texas Capital Bancshares, Inc. which is incorporated by reference to Current Report on Form 8-K dated July 18, 2007
|
3.7
|
Certificate of Designation of 6.50% Non-Cumulative Perpetual Preferred Stock, Series A, which is incorporated by reference to Exhibit 4.1 to our Current Report on form 8-K dated March 28, 2013
|
3.8
|
Form of Preferred Stock Certificate for 6.50% Non-Cumulative Perpetual Preferred Stock, Series A, which is incorporated by reference to Exhibit 4.2 to our Current report on Form 8-K dated March 28, 2013
|
4.1
|
Placement Agreement by and between Texas Capital Bancshares Statutory Trust I and SunTrust Capital Markets, Inc., which is incorporated by reference to our Current Report on Form 8-K dated December 4, 2002
|
4.2
|
Certificate of Trust of Texas Capital Bancshares Statutory Trust I, dated November 12, 2002 which is incorporated by reference to our Current Report on Form 8-K dated December 4, 2002
|
4.3
|
Amended and Restated Declaration of Trust by and among State Street Bank and Trust Company of Connecticut, National Association, Texas Capital Bancshares, Inc. and Joseph M. Grant, Raleigh Hortenstine III and Gregory B. Hultgren, dated November 19, 2002 which is incorporated by reference to our Current Report on Form 8- K dated December 4, 2002
|
4.4
|
Indenture dated November 19, 2002 which is incorporated by reference to our Current Report on Form 8-K dated December 4, 2002
|
4.5
|
Guarantee Agreement between Texas Capital Bancshares, Inc. and State Street Bank and Trust of Connecticut, National Association dated November 19, 2002, which is incorporated by reference to our Current Report on Form 8-K dated December 4, 2002
|
4.6
|
Placement Agreement by and among Texas Capital Bancshares, Inc., Texas Capital Statutory Trust II and Sandler O’Neill & Partners, L.P., which is incorporated by reference to our Current Report Form 8-K dated June 11, 2003
|
4.7
|
Certificate of Trust of Texas Capital Statutory Trust II, which is incorporated by reference to our Current Report on Form 8-K dated June 11, 2003
|
4.8
|
Amended and Restated Declaration of Trust by and among Wilmington Trust Company, Texas Capital Bancshares, Inc., and Joseph M. Grant and Gregory B. Hultgren, dated April 10, 2003, which is incorporated by reference to our Current Report on Form 8-K dated June 11, 2003
|
4.9
|
Indenture between Texas Capital Bancshares, Inc. and Wilmington Trust Company, dated April 10, 2003, which is incorporated by reference to our Current Report on Form 8-K dated June 11, 2003
|
4.10
|
Guarantee Agreement between Texas Capital Bancshares, Inc. and Wilmington Trust Company, dated April 10, 2003, which is incorporated by reference to our Current Report on Form 8-K dated June 11, 2003
|
4.11
|
Amended and Restated Declaration of Trust for Texas Capital Statutory Trust III by and among Wilmington Trust Company, as Institutional Trustee and Delaware Trustee, Texas Capital Bancshares, Inc. as Sponsor, and the Administrators named therein, dated as of October 6, 2005, which is incorporated by reference to our Current Report on Form 8-K dated October 13, 2005
|
4.12
|
Indenture between Texas Capital Bancshares, Inc., as Issuer, and Wilmington Trust Company, as Trustee, for Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures, dated as of October 6, 2005, which is incorporated by reference to our Current Report on Form 8-K dated October 13, 2005
|
4.13
|
Guarantee Agreement between Texas Capital Bancshares, Inc. and Wilmington Trust Company, dated as of October 6, 2005, which is incorporated by reference to our Current Report on Form 8-K dated October 13, 2005
|
4.14
|
Amended and Restated Declaration of Trust for Texas Capital Statutory Trust IV by and among Wilmington Trust Company, as Institutional Trustee and Delaware Trustee, Texas Capital Bancshares, Inc. as Sponsor, and the Administrators named therein, dated as of April 28, 2006, which is incorporated by reference to our Current Report on Form 8-K dated May 3, 2006
|
4.15
|
Indenture between Texas Capital Bancshares, Inc., as Issuer, and Wilmington Trust Company, as Trustee, for Floating Rate Junior Subordinated Deferrable Interest Debentures dated as of April 28, 2006, which is incorporated by reference to our Current Report on Form 8-K dated May 3, 2006
|
4.16
|
Guarantee Agreement between Texas Capital Bancshares, Inc. and Wilmington Trust Company, dated as of April 28, 2006, which is incorporated by reference to our Current Report on Form 8-K dated May 3, 2006
|
4.17
|
Amended and Restated Trust Agreement for Texas Capital Statutory Trust V by and among Wilmington Trust Company, as Property Trustee and Delaware Trustee, Texas Capital Bancshares, Inc., as Depositor, and the Administrative Trustees named therein, dated as of September 29, 2006, which is incorporated by reference to our Current Report on Form 8-K dated October 5, 2006
|
4.18
|
Junior Subordinated Indenture between Texas Capital Bancshares, Inc. and Wilmington Trust Company, as Trustee, for Floating Rate Junior Subordinated Note dated as of September 29, 2006, which is incorporated by reference to our Current Report on Form 8-K dated October 5, 2006
|
4.19
|
Guarantee Agreement between Texas Capital Bancshares, Inc. and Wilmington Trust Company, dated as of September 29, 2006, which is incorporated by reference to our Current Report on Form 8-K dated October 5, 2006
|
4.20
|
Subordinated Indenture between Texas Capital Bancshares, Inc. and U.S. Bank National Association, as Trustee, dated September 21, 2012, which is incorporated by reference to our Current Report on Form 8-K dated September 18, 2012
|
4.21
|
Issuing and Paying Agency Agreement, dated January 31, 2014, between Texas Capital Bank, N.A., as Issuer, and U.S. Bank National Association, as Agent, which is incorporated by reference to our Current Report on Form 8-K dated January 31, 2014.
|
4.22
|
Form of Global 5.25% Subordinated Note due 2026, which is incorporated by reference to our Current Report on Form 8-K dated January 31, 2014.
|
|
|
10.1
|
Retirement Transition Agreement and Release dated June 10, 2013, between Texas Capital Bancshares, Inc. and George F. Jones, Jr., which is incorporated by reference to Exhibit 99.2 to our Current Report on Form 8-K dated June 11, 2013+
|
10.2
|
Amendment to Performance Award Agreements under the Texas Capital Bancshares, Inc. 2010 Long-Term Incentive Plan between George Jones and the Company with respect to the Performance Units described therein dated January 10, 2011, February 21, 2012 and March 2013 and the Stock Appreciation Rights Agreement between George Jones and the Company dated April 24, 2006, which is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated January 3, 2014+
|
10.3
|
Restricted Stock Unit Award Agreement under the Texas Capital Bancshares, Inc. 2010 Long-Term Incentive Plan between George Jones and the Company (2017 vesting), which is incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated January 3, 2014+
|
10.4
|
Restricted Stock Unit Award Agreement under the Texas Capital Bancshares, Inc. 2010 Long-Term Incentive Plan between George Jones and the Company (2018 vesting), which is incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K dated January 3, 2014+
|
10.5
|
Amended and Restated Executive Employment Agreement between C. Keith Cargill and Texas Capital Bancshares, Inc. dated December 18, 2014, which is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated December 18, 2014+
|
10.6
|
Form of Amended and Restated Executive Employment Agreement for executive officers of Texas Capital Bancshares, Inc., which is incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated December 18, 2014+
|
10.7
|
Form of Indemnity Agreement for directors and officers of Texas Capital Bancshares, Inc., which is incorporated by reference to Exhibit 10.14 to our Annual Report on Form 10-K dated February 21, 2014+
|
10.8
|
Texas Capital Bancshares, Inc. 2005 Long-Term Incentive Plan, which is incorporated by reference to our registration statement on Form S-8 dated June 3, 2005+
|
10.9
|
Texas Capital Bancshares, Inc. 2006 Employee Stock Purchase Plan, which is incorporated by reference to our registration statement on Form S-8 dated February 3, 2006+
|
10.10
|
Texas Capital Bancshares, Inc. 2010 Long-Term Incentive Plan, which is incorporated by reference to our registration statement on Form S-8 dated May 19, 2010+
|
10.11
|
Texas Capital Bancshares, Inc. 2015 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated May 21, 2015+
|
10.12
|
Form of Restricted Stock Unit Award Agreement under the Texas Capital Bancshares, Inc. 2010 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.19 to our Annual Report on Form 10-K dated February 21, 2014+
|
10.13
|
Form of Stock Appreciation Rights Agreement under the Texas Capital Bancshares, Inc. 2010 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.20 to our Annual Report on Form 10-K dated February 21, 2014+
|
10.14
|
Form of Performance Award Agreement under the Texas Capital Bancshares, Inc. 2010 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.21 to our Annual Report on Form 10-K dated February 21, 2014+
|
10.15
|
Form of Restricted Stock Unit Award Agreement for directors under the Texas Capital Bancshares, Inc. 2015 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q dated July 23, 2015+
|
10.16
|
Form of Restricted Stock Unit Award Agreement for executive officers under the Texas Capital Bancshares, Inc. 2015 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q dated July 23, 2015+
|
10.17
|
Special Retention Restricted Stock Unit Award Agreement between Julie Anderson and Texas Capital Bancshares, Inc. dated May 17, 2016, which is incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q dated July 21, 2016+
|
10.18
|
Form of Performance Award Agreement for Executive Officers under the Texas Capital Bancshares, Inc. 2015 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q dated October 20, 2016+
|
10.19
|
Texas Capital Bancshares, Inc. Nonqualified Deferred Compensation Plan+*
|
21
|
Subsidiaries of the Registrant*
|
23.1
|
Consent of Ernst & Young LLP*
|
31.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act*
|
31.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act*
|
32.1
|
Section 1350 Certification of Chief Executive Officer**
|
32.2
|
Section 1350 Certification of Chief Financial Officer**
|
101.INS
|
XBRL Instance Document*
|
101.SCH
|
XBRL Taxonomy Extension Schema Document*
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document*
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document*
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document*
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document*
|
*
|
Filed herewith
|
**
|
Furnished herewith
|
+
|
Management contract or compensatory plan arrangement
|
Date:
|
February 17, 2017
|
|
TEXAS CAPITAL BANCSHARES, INC.
|
||
|
|
|
|
||
|
|
|
By:
|
|
/S/ C. KEITH CARGILL
|
|
|
|
|
|
C. Keith Cargill
President and Chief Executive Officer
|
Date:
|
February 17, 2017
|
|
/S/ LARRY L. HELM
|
|
|
|
Larry L. Helm
Chairman of the Board and Director
|
|
|
|
|
Date:
|
February 17, 2017
|
|
/S/ PETER BARTHOLOW
|
|
|
|
Peter Bartholow
Chief Financial Officer, and Director
(principal financial officer)
|
|
|
|
|
Date:
|
February 17, 2017
|
|
/S/ JULIE ANDERSON
|
|
|
|
Julie Anderson
Controller and Chief Accounting Officer
(principal accounting officer)
|
|
|
|
|
Date:
|
February 17, 2017
|
|
/S/ JAMES H. BROWNING
|
|
|
|
James H. Browning
Director
|
|
|
|
|
Date:
|
February 17, 2017
|
|
/S/ PRESTON M. GEREN III
|
|
|
|
Preston M. Geren III
Director
|
|
|
|
|
Date:
|
February 17, 2017
|
|
/S/ CHARLES S. HYLE
|
|
|
|
Charles S. Hyle
Director
|
Date:
|
February 17, 2017
|
|
/S/ ELYSIA H. RAGUSA
|
|
|
|
Elysia H. Ragusa
Director
|
|
|
|
|
Date:
|
February 17, 2017
|
|
/S/ STEVEN P. ROSENBERG
|
|
|
|
Steven P. Rosenberg
Director
|
|
|
|
|
Date:
|
February 17, 2017
|
|
/S/ ROBERT W. STALLINGS
|
|
|
|
Robert W. Stallings
Director
|
|
|
|
|
Date:
|
February 17, 2017
|
|
/S/ DALE W. TREMBLAY
|
|
|
|
Dale W. Tremblay
Director
|
|
|
|
|
Date:
|
February 17, 2017
|
|
/S/ IAN J. TURPIN
|
|
|
|
Ian J. Turpin
Director
|
|
|
|
|
Date:
|
February 17, 2017
|
|
/S/ PATRICIA A. WATSON
|
|
|
|
Patricia A. Watson
Director |
(i)
|
the payment of state, local, or foreign tax obligations arising from participation in the Plan, to the extent that such tax obligations relate to an amount deferred under the Plan before the amount is paid or made available to the Participant (the “
State, Local and Foreign Tax Amount
”); provided, however, that the accelerated payment amount shall not exceed the taxes due as a result of participation in the Plan; and/or
|
(1)
|
Registration Statement (Form S-8 No. 333-131503) pertaining to the 2005 Long-Term Incentive Plan and 2006 Employee Stock Purchase Plan of Texas Capital Bancshares, Inc.;
|
(2)
|
Registration Statement (Form S-8 No. 333-166954) pertaining to the 2010 Long-Term Incentive Plan of Texas Capital Bancshares, Inc.; and
|
(3)
|
Registration Statement (Form S-3 No. 333-196339) pertaining to the registration of senior debt securities, subordinated debt securities, convertible debt securities, common stock, preferred stock, warrants, depositary shares, stock purchase contracts and stock purchase units.
|
(4)
|
Registration Statement (Form S-8 No. 333-204357) pertaining to the 2015 Long-Term Incentive Plan of Texas Capital Bancshares, Inc.
|
1.
|
I have reviewed this report on Form 10-K of Texas Capital 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 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 annual 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;
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of 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 17, 2017
|
|
/S/ C. Keith Cargill
|
C. Keith Cargill
|
Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-K of Texas Capital 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 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 annual 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;
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of 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 17, 2017
|
|
/S/ Peter Bartholow
|
Peter Bartholow
|
Chief Financial Officer
|
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 the Company.
|
/S/ C. Keith Cargill
|
C. Keith Cargill
|
Chief Executive Officer
|
Date: February 17, 2017
|
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 the Company.
|
/S/ Peter Bartholow
|
Peter Bartholow
|
Chief Financial Officer
|
Date: February 17, 2017
|