ý
|
Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|
¨
|
Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|
Delaware
|
|
75-2679109
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification Number)
|
2000 McKinney Avenue, Suite 700,
Dallas, Texas, U.S.A.
|
|
75201
|
(Address of principal executive officers)
|
|
(Zip Code)
|
Large Accelerated Filer
x
|
|
Accelerated Filer
¨
|
|
Non-Accelerated Filer
¨
|
|
Non-Accelerated Filer
¨
|
PART I
|
||
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
||
PART II
|
||
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
||
PART III
|
||
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
||
PART IV
|
||
Item 15.
|
ITEM 1.
|
BUSINESS
|
|
December 31,
|
||||||||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Loans held for sale
|
$
|
1,969,474
|
|
|
$
|
1,011,004
|
|
|
$
|
968,929
|
|
|
$
|
86,075
|
|
|
$
|
—
|
|
Loans held for investment, mortgage finance
|
5,877,524
|
|
|
5,308,160
|
|
|
4,497,338
|
|
|
4,966,276
|
|
|
4,102,125
|
|
|||||
Loans held for investment, net
|
16,690,550
|
|
|
15,366,252
|
|
|
13,001,011
|
|
|
11,745,674
|
|
|
10,154,887
|
|
|||||
Assets
|
28,257,767
|
|
|
25,075,645
|
|
|
21,697,134
|
|
|
18,903,821
|
|
|
15,900,034
|
|
|||||
Demand deposits
|
7,317,161
|
|
|
7,812,660
|
|
|
7,994,201
|
|
|
6,386,911
|
|
|
5,011,619
|
|
|||||
Total deposits
|
20,606,113
|
|
|
19,123,180
|
|
|
17,016,831
|
|
|
15,084,619
|
|
|
12,673,300
|
|
|||||
Stockholders’ equity
|
2,500,394
|
|
|
2,202,721
|
|
|
2,009,557
|
|
|
1,623,533
|
|
|
1,484,190
|
|
|
December 31,
|
||||||||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Commercial
|
$
|
10,373,288
|
|
|
$
|
9,189,811
|
|
|
$
|
7,291,545
|
|
|
$
|
6,672,631
|
|
|
$
|
5,869,219
|
|
Total real estate
|
6,050,083
|
|
|
5,960,785
|
|
|
5,560,909
|
|
|
4,990,914
|
|
|
4,223,532
|
|
|||||
Construction
|
2,120,966
|
|
|
2,166,208
|
|
|
2,098,706
|
|
|
1,851,717
|
|
|
1,416,405
|
|
|||||
Real estate term
|
3,929,117
|
|
|
3,794,577
|
|
|
3,462,203
|
|
|
3,139,197
|
|
|
2,807,127
|
|
|||||
Mortgage finance
|
5,877,524
|
|
|
5,308,160
|
|
|
4,497,338
|
|
|
4,966,276
|
|
|
4,102,125
|
|
|||||
Equipment leases
|
312,191
|
|
|
264,903
|
|
|
185,529
|
|
|
113,996
|
|
|
99,495
|
|
|||||
Consumer
|
63,438
|
|
|
48,684
|
|
|
34,587
|
|
|
25,323
|
|
|
19,699
|
|
•
|
offering a premier and differentiated banking experience to middle market businesses and successful professionals and entrepreneurs who value a broad relationship with our Bank;
|
•
|
growing our loan and deposit base in our existing markets by hiring additional experienced bankers in our different lines of business;
|
•
|
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;
|
•
|
leveraging our existing infrastructure with improvements in technology and processes to gain efficiencies to support a larger volume of business;
|
•
|
maintaining effective internal approval processes for capital and operating expenditures;
|
•
|
continuing our extensive use of outsourcing to provide cost-effective and more efficient 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 warehouse lending;
|
•
|
mortgage correspondent aggregation;
|
•
|
equipment finance and leasing;
|
•
|
treasury management services, including online banking and debit and credit card services; and
|
•
|
letters of credit.
|
•
|
personal wealth management and trust services;
|
•
|
certificates of deposit and IRAs;
|
•
|
interest-bearing and non-interest-bearing checking accounts;
|
•
|
traditional money market and savings accounts;
|
•
|
loans, both secured and unsecured; and
|
•
|
online and mobile 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
|
•
|
Exposures to individual borrowers and to groups of entities that may be affiliated on some basis that individually and/or collectively represent a larger percentage of our total loans or capital than might be considered common at other banks of similar size.
|
•
|
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 traded on recognized domestic and international exchanges;
|
•
|
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 price volatility of oil and gas 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.
|
•
|
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 market segments 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 resources to support growth and compliance with regulatory requirements.
|
•
|
brokered deposits;
|
•
|
the Federal Reserve discount window;
|
•
|
advances from the FHLB;
|
•
|
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 and deposits in our Bank;
|
•
|
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
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
|
12/31/2017
|
|
12/31/2018
|
||||||||||||
Texas Capital Bancshares, Inc.
|
$
|
100.00
|
|
|
$
|
87.35
|
|
|
$
|
79.45
|
|
|
$
|
126.05
|
|
|
$
|
142.93
|
|
|
$
|
82.14
|
|
Russell 2000 Index (RTY)
|
100.00
|
|
|
103.64
|
|
|
97.90
|
|
|
116.79
|
|
|
132.03
|
|
|
116.31
|
|
||||||
Nasdaq Bank Index (CBNK)
|
100.00
|
|
|
103.03
|
|
|
109.95
|
|
|
147.90
|
|
|
153.31
|
|
|
126.83
|
|
ITEM 6.
|
SELECTED CONSOLIDATED FINANCIAL DATA
|
|
At or For the Year Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(In thousands, except per share, average share and percentage data)
|
||||||||||||||||||
Consolidated Operating Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
$
|
1,164,193
|
|
|
$
|
879,299
|
|
|
$
|
703,408
|
|
|
$
|
602,958
|
|
|
$
|
514,547
|
|
Interest expense
|
249,333
|
|
|
117,971
|
|
|
63,594
|
|
|
46,428
|
|
|
37,582
|
|
|||||
Net interest income
|
914,860
|
|
|
761,328
|
|
|
639,814
|
|
|
556,530
|
|
|
476,965
|
|
|||||
Provision for credit losses
|
87,000
|
|
|
44,000
|
|
|
77,000
|
|
|
53,250
|
|
|
22,000
|
|
|||||
Net interest income after provision for credit losses
|
827,860
|
|
|
717,328
|
|
|
562,814
|
|
|
503,280
|
|
|
454,965
|
|
|||||
Non-interest income
|
78,024
|
|
|
74,256
|
|
|
60,780
|
|
|
47,738
|
|
|
42,511
|
|
|||||
Non-interest expense
|
525,096
|
|
|
465,876
|
|
|
382,397
|
|
|
326,523
|
|
|
285,114
|
|
|||||
Income before income taxes
|
380,788
|
|
|
325,708
|
|
|
241,197
|
|
|
224,495
|
|
|
212,362
|
|
|||||
Income tax expense
|
79,964
|
|
|
128,645
|
|
|
86,078
|
|
|
79,641
|
|
|
76,010
|
|
|||||
Net income
|
300,824
|
|
|
197,063
|
|
|
155,119
|
|
|
144,854
|
|
|
136,352
|
|
|||||
Preferred stock dividends
|
9,750
|
|
|
9,750
|
|
|
9,750
|
|
|
9,750
|
|
|
9,750
|
|
|||||
Net income available to common stockholders
|
$
|
291,074
|
|
|
$
|
187,313
|
|
|
$
|
145,369
|
|
|
$
|
135,104
|
|
|
$
|
126,602
|
|
Consolidated Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
28,257,767
|
|
|
$
|
25,075,645
|
|
|
$
|
21,697,134
|
|
|
$
|
18,903,821
|
|
|
$
|
15,900,034
|
|
Loans held for sale
|
1,969,474
|
|
|
1,011,004
|
|
|
968,929
|
|
|
86,075
|
|
|
—
|
|
|||||
Loans held for investment (LHI)
|
16,690,550
|
|
|
15,366,252
|
|
|
13,001,011
|
|
|
11,745,674
|
|
|
10,154,887
|
|
|||||
Loans held for investment, mortgage finance loans
|
5,877,524
|
|
|
5,308,160
|
|
|
4,497,338
|
|
|
4,966,276
|
|
|
4,102,125
|
|
|||||
Liquidity assets(1)
|
2,865,874
|
|
|
2,727,581
|
|
|
2,725,645
|
|
|
1,681,374
|
|
|
1,233,990
|
|
|||||
Investment securities
|
120,216
|
|
|
23,511
|
|
|
24,874
|
|
|
29,992
|
|
|
41,719
|
|
|||||
Demand deposits
|
7,317,161
|
|
|
7,812,660
|
|
|
7,994,201
|
|
|
6,386,911
|
|
|
5,011,619
|
|
|||||
Total deposits
|
20,606,113
|
|
|
19,123,180
|
|
|
17,016,831
|
|
|
15,084,619
|
|
|
12,673,300
|
|
|||||
Federal funds purchased and repurchase agreements
|
641,174
|
|
|
365,040
|
|
|
109,575
|
|
|
143,051
|
|
|
92,676
|
|
|||||
Other borrowings
|
3,900,000
|
|
|
2,800,000
|
|
|
2,000,000
|
|
|
1,500,000
|
|
|
1,100,005
|
|
|||||
Subordinated notes
|
281,767
|
|
|
281,406
|
|
|
281,044
|
|
|
280,682
|
|
|
280,321
|
|
|||||
Trust preferred subordinated debentures
|
113,406
|
|
|
113,406
|
|
|
113,406
|
|
|
113,406
|
|
|
113,406
|
|
|||||
Stockholders’ equity
|
2,500,394
|
|
|
2,202,721
|
|
|
2,009,557
|
|
|
1,623,533
|
|
|
1,484,190
|
|
|
At or For the Year Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(In thousands, except per share, average share and percentage data)
|
||||||||||||||||||
Other Financial Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Income per share
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
5.83
|
|
|
$
|
3.78
|
|
|
$
|
3.14
|
|
|
$
|
2.95
|
|
|
$
|
2.93
|
|
Diluted
|
5.79
|
|
|
3.73
|
|
|
3.11
|
|
|
2.91
|
|
|
2.88
|
|
|||||
Book value per share
|
46.82
|
|
|
41.35
|
|
|
37.56
|
|
|
32.12
|
|
|
29.17
|
|
|||||
Tangible book value per share(2)
|
46.45
|
|
|
40.97
|
|
|
37.17
|
|
|
31.69
|
|
|
28.72
|
|
|||||
Weighted average shares
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
49,936,702
|
|
|
49,587,169
|
|
|
46,239,210
|
|
|
45,808,440
|
|
|
43,236,344
|
|
|||||
Diluted
|
50,272,872
|
|
|
50,259,834
|
|
|
46,765,902
|
|
|
46,437,872
|
|
|
44,003,256
|
|
|||||
Selected Financial Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Performance Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest margin
|
3.78
|
%
|
|
3.49
|
%
|
|
3.14
|
%
|
|
3.14
|
%
|
|
3.78
|
%
|
|||||
Return on average assets
|
1.19
|
%
|
|
0.87
|
%
|
|
0.74
|
%
|
|
0.79
|
%
|
|
1.05
|
%
|
|||||
Return on average common equity
|
13.14
|
%
|
|
9.51
|
%
|
|
9.27
|
%
|
|
9.65
|
%
|
|
11.31
|
%
|
|||||
Efficiency ratio(3)
|
52.89
|
%
|
|
55.75
|
%
|
|
54.58
|
%
|
|
54.04
|
%
|
|
54.88
|
%
|
|||||
Non-interest expense to average earning assets
|
2.15
|
%
|
|
2.12
|
%
|
|
1.88
|
%
|
|
1.84
|
%
|
|
2.26
|
%
|
|||||
Asset Quality Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses to LHI
|
0.85
|
%
|
|
0.89
|
%
|
|
0.96
|
%
|
|
0.84
|
%
|
|
0.71
|
%
|
|||||
Net charge-offs (recoveries) to average LHI
|
0.37
|
%
|
|
0.16
|
%
|
|
0.29
|
%
|
|
0.07
|
%
|
|
0.05
|
%
|
|||||
Allowance for loan losses to non-accrual loans
|
2.4x
|
|
|
1.8x
|
|
|
1.0x
|
|
|
.8x
|
|
|
2.3x
|
|
|||||
Non-accrual loans to LHI
|
0.36
|
%
|
|
0.49
|
%
|
|
0.96
|
%
|
|
1.08
|
%
|
|
0.30
|
%
|
|||||
Total NPAs to LHI plus OREO
|
0.36
|
%
|
|
0.55
|
%
|
|
1.07
|
%
|
|
1.08
|
%
|
|
0.31
|
%
|
|||||
Capital and Liquidity Ratios(4)
|
|
|
|
|
|
|
|
|
|
||||||||||
CET1
|
8.58
|
%
|
|
8.45
|
%
|
|
8.97
|
%
|
|
7.47
|
%
|
|
7.89
|
%
|
|||||
Total capital ratio
|
11.31
|
%
|
|
11.50
|
%
|
|
12.48
|
%
|
|
11.05
|
%
|
|
11.83
|
%
|
|||||
Tier 1 capital ratio
|
9.53
|
%
|
|
9.52
|
%
|
|
10.23
|
%
|
|
8.81
|
%
|
|
9.46
|
%
|
|||||
Tier 1 leverage ratio
|
9.87
|
%
|
|
9.15
|
%
|
|
9.34
|
%
|
|
8.92
|
%
|
|
10.76
|
%
|
|||||
Tangible common equity/total tangible
assets(5)
|
8.26
|
%
|
|
8.11
|
%
|
|
8.49
|
%
|
|
7.69
|
%
|
|
8.26
|
%
|
|||||
Average LHI, net/average total deposits
|
102.74
|
%
|
|
97.56
|
%
|
|
95.82
|
%
|
|
101.71
|
%
|
|
111.57
|
%
|
(1)
|
Liquidity assets include Federal funds sold and interest-bearing deposits in other banks.
|
(2)
|
Stockholders' equity excluding preferred stock, less goodwill and intangibles, divided by shares outstanding at period end.
|
(3)
|
Non-interest expense divided by the sum of net interest income and non-interest income.
|
(4)
|
The Basel III Capital Rules specifying the CET1 ratio became effective on January 1, 2015.
|
(5)
|
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.
|
•
|
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.
|
•
|
Changing economic conditions or other developments adversely affecting our commercial, entrepreneurial and professional customers.
|
•
|
Adverse economic conditions and other factors affecting our middle market customers and their ability to continue to meet their loan obligations.
|
•
|
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, or increases to our allowance for loan losses as a result of the implementation of CECL.
|
•
|
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 volatility in oil and gas prices.
|
•
|
Adverse changes in economic or market conditions, in Texas, the United States or internationally, that could affect the credit quality of our loan portfolio or our operating performance.
|
•
|
Unanticipated effects from the Tax Act may limit its benefits or adversely impact our business, which could include decreased demand for borrowing by our middle market customers or increased price competition that offsets the benefits of decreased federal income tax expense.
|
•
|
Unexpected market conditions or regulatory changes that 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 information systems risk or to prevent cyber-attacks against us, our customers or our third party vendors, or to manage risks from disruptions or security breaches affecting us, our customers or our third party vendors.
|
•
|
The failure to effectively manage our interest rate risk resulting from unexpectedly large or sudden changes in interest rates, maturity imbalances in our assets and liabilities, potential adverse effects to our borrowers including their
|
•
|
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.
|
•
|
Increased or more effective competition from banks and other financial service providers in our markets.
|
•
|
Structural changes in the markets for origination, sale and servicing of residential mortgages.
|
•
|
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 or price 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.
|
|
Year ended December 31,
|
|||||||||||||||||||||||
|
2018
|
2017
|
2016
|
|||||||||||||||||||||
(in thousands except percentages)
|
Average
Balance
|
Revenue /
Expense
|
Yield /
Rate
|
Average
Balance
|
Revenue /
Expense |
Yield /
Rate |
Average
Balance
|
Revenue /
Expense |
Yield /
Rate |
|||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Investment Securities—taxable
|
$
|
24,142
|
|
$
|
849
|
|
3.52
|
%
|
$
|
51,751
|
|
$
|
1,064
|
|
2.06
|
%
|
$
|
26,619
|
|
$
|
943
|
|
3.54
|
%
|
Investment Securities—non-taxable(2)
|
46,553
|
|
2,512
|
|
5.40
|
%
|
55
|
|
3
|
|
4.85
|
%
|
604
|
|
36
|
|
5.92
|
%
|
||||||
Federal funds sold and securities purchased under resale agreements
|
201,236
|
|
3,792
|
|
1.88
|
%
|
237,371
|
|
2,542
|
|
1.07
|
%
|
310,128
|
|
1,547
|
|
0.50
|
%
|
||||||
Interest-bearing Deposits in other banks
|
1,769,074
|
|
32,597
|
|
1.84
|
%
|
2,715,669
|
|
29,399
|
|
1.08
|
%
|
3,133,196
|
|
16,312
|
|
0.52
|
%
|
||||||
Loans held for sale
|
1,561,530
|
|
71,240
|
|
4.56
|
%
|
1,016,144
|
|
39,159
|
|
3.85
|
%
|
416,325
|
|
14,009
|
|
3.36
|
%
|
||||||
Loans held for investment, mortgage finance
|
4,875,860
|
|
181,438
|
|
3.72
|
%
|
4,136,653
|
|
143,275
|
|
3.46
|
%
|
4,292,942
|
|
134,747
|
|
3.14
|
%
|
||||||
Loans held for investment(1)(2)
|
16,075,007
|
|
877,688
|
|
5.46
|
%
|
14,040,965
|
|
670,265
|
|
4.77
|
%
|
12,371,634
|
|
536,031
|
|
4.33
|
%
|
||||||
Less reserve for loan losses
|
183,863
|
|
—
|
|
—
|
|
174,105
|
|
—
|
|
—
|
|
163,623
|
|
—
|
|
—
|
|
||||||
Loans held for investment, net
|
20,767,004
|
|
1,059,126
|
|
5.10
|
%
|
18,003,513
|
|
813,540
|
|
4.52
|
%
|
16,500,953
|
|
670,778
|
|
4.07
|
%
|
||||||
Total earning assets
|
24,369,539
|
|
1,170,116
|
|
4.80
|
%
|
22,024,503
|
|
885,707
|
|
4.02
|
%
|
20,387,825
|
|
703,625
|
|
3.45
|
%
|
||||||
Cash and other assets
|
828,150
|
|
|
|
680,345
|
|
|
|
558,900
|
|
|
|
||||||||||||
Total assets
|
$
|
25,197,689
|
|
|
|
$
|
22,704,848
|
|
|
|
$
|
20,946,725
|
|
|
|
|||||||||
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Transaction deposits
|
$
|
3,044,300
|
|
$
|
47,738
|
|
1.57
|
%
|
$
|
2,159,375
|
|
$
|
15,290
|
|
0.71
|
%
|
$
|
2,199,292
|
|
$
|
7,219
|
|
0.33
|
%
|
Savings deposits
|
7,986,135
|
|
114,255
|
|
1.43
|
%
|
7,495,318
|
|
61,230
|
|
0.82
|
%
|
6,403,306
|
|
27,028
|
|
0.42
|
%
|
||||||
Time deposits
|
1,292,864
|
|
23,123
|
|
1.79
|
%
|
478,513
|
|
3,366
|
|
0.70
|
%
|
493,128
|
|
2,928
|
|
0.59
|
%
|
||||||
Total interest-bearing deposits
|
12,323,299
|
|
185,116
|
|
1.50
|
%
|
10,133,206
|
|
79,886
|
|
0.79
|
%
|
9,095,726
|
|
37,175
|
|
0.41
|
%
|
||||||
Other borrowings
|
2,102,404
|
|
42,738
|
|
2.03
|
%
|
1,618,238
|
|
17,729
|
|
1.10
|
%
|
1,480,302
|
|
6,645
|
|
0.45
|
%
|
||||||
Subordinated notes
|
281,574
|
|
16,764
|
|
5.95
|
%
|
281,213
|
|
16,764
|
|
5.96
|
%
|
280,850
|
|
16,764
|
|
5.97
|
%
|
||||||
Trust preferred subordinated debentures
|
113,406
|
|
4,715
|
|
4.16
|
%
|
113,406
|
|
3,592
|
|
3.17
|
%
|
113,406
|
|
3,009
|
|
2.65
|
%
|
||||||
Total interest-bearing liabilities
|
14,820,683
|
|
249,333
|
|
1.68
|
%
|
12,146,063
|
|
117,971
|
|
0.97
|
%
|
10,970,284
|
|
63,593
|
|
0.58
|
%
|
||||||
Demand deposits
|
7,890,304
|
|
|
|
8,320,650
|
|
|
|
8,124,174
|
|
|
|
||||||||||||
Other liabilities
|
121,203
|
|
|
|
118,944
|
|
|
|
134,678
|
|
|
|
||||||||||||
Stockholders’ equity
|
2,365,499
|
|
|
|
2,119,191
|
|
|
|
1,717,589
|
|
|
|
||||||||||||
Total liabilities and stockholders’ equity
|
$
|
25,197,689
|
|
|
|
$
|
22,704,848
|
|
|
|
$
|
20,946,725
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net interest income(2)
|
|
$
|
920,783
|
|
|
|
$
|
767,736
|
|
|
|
$
|
640,032
|
|
|
|||||||||
Net interest margin
|
|
|
3.78
|
%
|
|
|
3.49
|
%
|
|
|
3.14
|
%
|
||||||||||||
Net interest spread
|
|
|
3.12
|
%
|
|
|
3.05
|
%
|
|
|
2.87
|
%
|
||||||||||||
Loan spread(3)
|
|
|
4.04
|
%
|
|
|
4.00
|
%
|
|
|
3.81
|
%
|
(1)
|
The loan averages include non-accrual loans which are stated net of unearned income. Loan interest income includes loan fees totaling
$71.0 million
,
$59.5 million
and
$50.0 million
for the years ended
December 31, 2018
,
2017
and
2016
, respectively.
|
(2)
|
Taxable equivalent rates used where applicable.
|
(3)
|
Yield on loans, net of reserves, less funding cost including all deposits and borrowed funds.
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2018/2017
|
|
2017/2016
|
||||||||||||||||||||
|
Net
Change
|
|
Change Due To(1)
|
|
Net
Change
|
|
Change Due To(1)
|
||||||||||||||||
(in thousands)
|
Volume
|
|
Yield/Rate(2)
|
|
Volume
|
|
Yield/Rate(2)
|
||||||||||||||||
Interest income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investment Securities
|
$
|
2,294
|
|
|
$
|
722
|
|
|
$
|
1,572
|
|
|
$
|
88
|
|
|
$
|
868
|
|
|
$
|
(780
|
)
|
Loans held for sale
|
32,081
|
|
|
21,385
|
|
|
10,696
|
|
|
25,150
|
|
|
20,183
|
|
|
4,967
|
|
||||||
Loans held for investment, mortgage finance loans
|
38,163
|
|
|
25,541
|
|
|
12,622
|
|
|
8,528
|
|
|
(4,906
|
)
|
|
13,434
|
|
||||||
Loans held for investment
|
207,423
|
|
|
96,521
|
|
|
110,902
|
|
|
134,234
|
|
|
72,328
|
|
|
61,906
|
|
||||||
Federal funds sold and securities purchased under resale agreements
|
1,250
|
|
|
(435
|
)
|
|
1,685
|
|
|
995
|
|
|
(357
|
)
|
|
1,352
|
|
||||||
Interest-bearing Deposits in other banks
|
3,198
|
|
|
(10,437
|
)
|
|
13,635
|
|
|
13,087
|
|
|
(2,174
|
)
|
|
15,261
|
|
||||||
Total
|
284,409
|
|
|
133,297
|
|
|
151,112
|
|
|
182,082
|
|
|
85,942
|
|
|
96,140
|
|
||||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Transaction deposits
|
32,448
|
|
|
6,197
|
|
|
26,251
|
|
|
8,071
|
|
|
(131
|
)
|
|
8,202
|
|
||||||
Savings deposits
|
53,025
|
|
|
3,382
|
|
|
49,643
|
|
|
34,202
|
|
|
4,609
|
|
|
29,593
|
|
||||||
Time deposits
|
19,757
|
|
|
6,181
|
|
|
13,576
|
|
|
438
|
|
|
(87
|
)
|
|
525
|
|
||||||
Other borrowings
|
25,009
|
|
|
5,173
|
|
|
19,836
|
|
|
11,084
|
|
|
619
|
|
|
10,465
|
|
||||||
Long-term debt
|
1,123
|
|
|
20
|
|
|
1,103
|
|
|
583
|
|
|
—
|
|
|
583
|
|
||||||
Total
|
131,362
|
|
|
20,953
|
|
|
110,409
|
|
|
54,378
|
|
|
5,010
|
|
|
49,368
|
|
||||||
Net interest income
|
$
|
153,047
|
|
|
$
|
112,344
|
|
|
$
|
40,703
|
|
|
$
|
127,704
|
|
|
$
|
80,932
|
|
|
$
|
46,772
|
|
(1)
|
Yield/rate and volume variances are allocated to yield/rate.
|
(2)
|
Taxable equivalent rates used where applicable assuming a 21% tax rate.
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Service charges on deposit accounts
|
$
|
12,787
|
|
|
$
|
12,432
|
|
|
$
|
10,341
|
|
Wealth management and trust fee income
|
8,148
|
|
|
6,153
|
|
|
4,268
|
|
|||
Brokered loan fees
|
22,532
|
|
|
23,331
|
|
|
25,339
|
|
|||
Servicing income
|
18,307
|
|
|
15,657
|
|
|
1,715
|
|
|||
Swap fees
|
5,625
|
|
|
3,990
|
|
|
2,866
|
|
|||
Gain/(Loss) on sale of loans held for sale
|
(15,934
|
)
|
|
(2,387
|
)
|
|
2,547
|
|
|||
Other(1)
|
26,559
|
|
|
15,080
|
|
|
13,704
|
|
|||
Total non-interest income
|
$
|
78,024
|
|
|
$
|
74,256
|
|
|
$
|
60,780
|
|
(1)
|
Other non-interest income includes such items as letter of credit fees, bank owned life insurance ("BOLI") income, dividends on FHLB and FRB stock and other general operating income.
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Salaries and employee benefits
|
|
$
|
291,768
|
|
|
$
|
264,231
|
|
|
$
|
228,985
|
|
Net occupancy expense
|
|
30,342
|
|
|
25,811
|
|
|
23,221
|
|
|||
Marketing
|
|
39,335
|
|
|
26,787
|
|
|
17,303
|
|
|||
Legal and professional
|
|
42,990
|
|
|
29,731
|
|
|
23,326
|
|
|||
Communications and technology
|
|
30,056
|
|
|
31,004
|
|
|
25,562
|
|
|||
FDIC insurance assessment
|
|
24,307
|
|
|
23,510
|
|
|
24,440
|
|
|||
Servicing related expenses
|
|
14,934
|
|
|
15,506
|
|
|
1,703
|
|
|||
Allowance and other carrying costs for OREO
|
|
474
|
|
|
6,437
|
|
|
824
|
|
|||
Other(1)
|
|
50,890
|
|
|
42,859
|
|
|
37,033
|
|
|||
Total non-interest expense
|
|
$
|
525,096
|
|
|
$
|
465,876
|
|
|
$
|
382,397
|
|
(1)
|
Other expense includes such items as courier expenses, regulatory assessments other than FDIC insurance, insurance expenses and other general operating expenses.
|
|
December 31,
|
||||||||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Commercial
|
$
|
10,373,288
|
|
|
$
|
9,189,811
|
|
|
$
|
7,291,545
|
|
|
$
|
6,672,631
|
|
|
$
|
5,869,219
|
|
Mortgage finance
|
5,877,524
|
|
|
5,308,160
|
|
|
4,497,338
|
|
|
4,966,276
|
|
|
4,102,125
|
|
|||||
Construction
|
2,120,966
|
|
|
2,166,208
|
|
|
2,098,706
|
|
|
1,851,717
|
|
|
1,416,405
|
|
|||||
Real estate
|
3,929,117
|
|
|
3,794,577
|
|
|
3,462,203
|
|
|
3,139,197
|
|
|
2,807,127
|
|
|||||
Consumer
|
63,438
|
|
|
48,684
|
|
|
34,587
|
|
|
25,323
|
|
|
19,699
|
|
|||||
Equipment leases
|
312,191
|
|
|
264,903
|
|
|
185,529
|
|
|
113,996
|
|
|
99,495
|
|
|||||
Total loans held for investment
|
$
|
22,676,524
|
|
|
$
|
20,772,343
|
|
|
$
|
17,569,908
|
|
|
$
|
16,769,140
|
|
|
$
|
14,314,070
|
|
(in thousands except percentage data)
|
Amount
|
|
Percent of
Total Loans Held for Investment
|
|||
Industry type:
|
|
|
|
|||
Mortgage finance loans
|
$
|
5,877,524
|
|
|
25.9
|
%
|
Real estate and construction
|
5,070,400
|
|
|
22.4
|
%
|
|
Financials excluding banks
|
4,829,665
|
|
|
21.3
|
%
|
|
Oil & gas and pipelines
|
1,841,815
|
|
|
8.1
|
%
|
|
Healthcare and pharmaceuticals
|
803,835
|
|
|
3.5
|
%
|
|
Retail
|
411,021
|
|
|
1.8
|
%
|
|
Machinery, equipment and parts manufacturing
|
462,382
|
|
|
2.0
|
%
|
|
Technology, telecom and media
|
396,165
|
|
|
1.7
|
%
|
|
Government and education
|
567,235
|
|
|
2.5
|
%
|
|
Commercial services
|
435,725
|
|
|
1.9
|
%
|
|
Materials and commodities
|
263,063
|
|
|
1.2
|
%
|
|
Consumer services
|
221,774
|
|
|
1.0
|
%
|
|
Transportation services
|
144,863
|
|
|
0.6
|
%
|
|
Entertainment and recreation
|
254,323
|
|
|
1.1
|
%
|
|
Food and beverage manufacturing and wholesale
|
131,153
|
|
|
0.6
|
%
|
|
Auto-related
|
97,681
|
|
|
0.4
|
%
|
|
Diversified or miscellaneous
|
867,900
|
|
|
4.0
|
%
|
|
Total loans held for investment
|
$
|
22,676,524
|
|
|
100.0
|
%
|
(in thousands except percentage data)
|
Amount
|
|
Percent of
Total Loans Held for Investment
|
|||
Collateral type:
|
|
|
|
|||
Business assets
|
$
|
7,191,487
|
|
|
31.7
|
%
|
Real property
|
6,050,083
|
|
|
26.7
|
%
|
|
Mortgage finance loans
|
5,877,524
|
|
|
25.9
|
%
|
|
Energy
|
1,308,640
|
|
|
5.8
|
%
|
|
Municipal tax- and revenue-secured
|
593,683
|
|
|
2.6
|
%
|
|
Unsecured
|
844,650
|
|
|
3.7
|
%
|
|
Highly liquid assets
|
317,237
|
|
|
1.4
|
%
|
|
Other assets
|
431,651
|
|
|
2.0
|
%
|
|
Rolling stock
|
54,336
|
|
|
0.2
|
%
|
|
U. S. Government guaranty
|
7,233
|
|
|
—
|
%
|
|
Total loans held for investment
|
$
|
22,676,524
|
|
|
100.0
|
%
|
(in thousands except percentage data)
|
Amount
|
|
Percent of
Total
Real Estate
Loans
|
|||
Property type:
|
|
|
|
|||
Market risk
|
|
|
|
|||
1-4 Family dwellings (other than condominium)
|
$
|
740,598
|
|
|
12.2
|
%
|
Commercial buildings
|
729,660
|
|
|
12.1
|
%
|
|
Hospital/medical buildings
|
653,796
|
|
|
10.8
|
%
|
|
Apartment buildings
|
609,107
|
|
|
10.1
|
%
|
|
Hotel/motel buildings
|
415,775
|
|
|
6.9
|
%
|
|
Industrial buildings
|
395,272
|
|
|
6.5
|
%
|
|
Residential lots
|
383,080
|
|
|
6.3
|
%
|
|
Shopping center/mall buildings
|
330,948
|
|
|
5.5
|
%
|
|
Commercial lots
|
87,677
|
|
|
1.4
|
%
|
|
Unimproved land
|
66,842
|
|
|
1.1
|
%
|
|
Other
|
405,895
|
|
|
6.7
|
%
|
|
Other than market risk
|
|
|
|
|||
1-4 Family dwellings (other than condominium)
|
387,726
|
|
|
6.4
|
%
|
|
Commercial buildings
|
380,038
|
|
|
6.3
|
%
|
|
Industrial buildings
|
227,803
|
|
|
3.8
|
%
|
|
Other
|
235,866
|
|
|
3.9
|
%
|
|
Total real estate loans
|
$
|
6,050,083
|
|
|
100.0
|
%
|
(in thousands except percentage data)
|
Amount
|
|
Percent of
Total
|
|||
Geographic region:
|
|
|
|
|||
Dallas/Fort Worth
|
$
|
1,293,726
|
|
|
26.9
|
%
|
Houston
|
871,157
|
|
|
18.1
|
%
|
|
San Antonio
|
473,998
|
|
|
9.8
|
%
|
|
Austin
|
477,212
|
|
|
9.9
|
%
|
|
Other Texas cities
|
135,458
|
|
|
2.8
|
%
|
|
Other states
|
1,567,099
|
|
|
32.5
|
%
|
|
Total market risk real estate loans
|
$
|
4,818,650
|
|
|
100.0
|
%
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||
|
|
|
Period End Balances
|
|
|
|
Period End Balances
|
||||||||||||||
(in thousands, except relationship data)
|
Number of
Relationships
|
|
Committed
|
|
Outstanding
|
|
Number of
Relationships
|
|
Committed
|
|
Outstanding
|
||||||||||
$30.0 million and greater
|
152
|
|
|
$
|
6,995,259
|
|
|
$
|
3,678,155
|
|
|
109
|
|
|
$
|
4,817,219
|
|
|
$
|
2,610,872
|
|
$20.0 million to $29.9 million
|
224
|
|
|
5,272,529
|
|
|
3,362,732
|
|
|
206
|
|
|
4,802,310
|
|
|
2,957,223
|
|
|
2018 Average Balance per Relationship
|
|
2017 Average Balance per Relationship
|
||||||||||||
(in thousands)
|
Committed
|
|
Outstanding
|
|
Committed
|
|
Outstanding
|
||||||||
$30.0 million and greater
|
$
|
46,021
|
|
|
$
|
24,198
|
|
|
$
|
44,195
|
|
|
$
|
23,953
|
|
$20.0 million to $29.9 million
|
23,538
|
|
|
15,012
|
|
|
23,312
|
|
|
14,355
|
|
|
December 31, 2018
|
||||||||||||||
(in thousands)
|
Total
|
|
Within 1 Year
|
|
1-5 Years
|
|
After 5 Years
|
||||||||
Loan maturity:
|
|
|
|
|
|
|
|
||||||||
Commercial
|
$
|
10,373,288
|
|
|
$
|
3,948,524
|
|
|
$
|
5,581,307
|
|
|
$
|
843,457
|
|
Mortgage finance
|
5,877,524
|
|
|
5,877,524
|
|
|
—
|
|
|
—
|
|
||||
Construction
|
2,120,966
|
|
|
604,527
|
|
|
1,468,904
|
|
|
47,535
|
|
||||
Real estate
|
3,929,117
|
|
|
744,197
|
|
|
2,155,560
|
|
|
1,029,360
|
|
||||
Consumer
|
63,438
|
|
|
45,408
|
|
|
3,736
|
|
|
14,294
|
|
||||
Equipment leases
|
312,191
|
|
|
34,752
|
|
|
131,968
|
|
|
145,471
|
|
||||
Total loans held for investment
|
$
|
22,676,524
|
|
|
$
|
11,254,932
|
|
|
$
|
9,341,475
|
|
|
$
|
2,080,117
|
|
Interest rate sensitivity for selected loans with:
|
|
|
|
|
|
|
|
||||||||
Predetermined interest rates
|
$
|
3,214,289
|
|
|
$
|
1,599,068
|
|
|
$
|
647,373
|
|
|
$
|
967,848
|
|
Floating or adjustable interest rates
|
19,462,235
|
|
|
9,655,864
|
|
|
8,694,102
|
|
|
1,112,269
|
|
||||
Total loans held for investment
|
$
|
22,676,524
|
|
|
$
|
11,254,932
|
|
|
$
|
9,341,475
|
|
|
$
|
2,080,117
|
|
|
As of December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Non-accrual loans(1)
|
|
|
|
|
|
||||||
Commercial
|
|
|
|
|
|
||||||
Oil and gas properties
|
$
|
37,532
|
|
|
$
|
64,192
|
|
|
$
|
115,599
|
|
Assets of the borrowers
|
16,538
|
|
|
7,571
|
|
|
18,592
|
|
|||
Inventory
|
21,300
|
|
|
24,399
|
|
|
27,630
|
|
|||
Other
|
2,493
|
|
|
3,569
|
|
|
3,119
|
|
|||
Total commercial
|
77,863
|
|
|
99,731
|
|
|
164,940
|
|
|||
Construction
|
|
|
|
|
|
|
|
|
|||
Other
|
—
|
|
|
—
|
|
|
159
|
|
|||
Total construction
|
—
|
|
|
—
|
|
|
159
|
|
|||
Real estate
|
|
|
|
|
|
|
|
|
|||
Commercial property
|
988
|
|
|
1,096
|
|
|
2,083
|
|
|||
Single family residences
|
1,233
|
|
|
—
|
|
|
326
|
|
|||
Other
|
236
|
|
|
617
|
|
|
—
|
|
|||
Total real estate
|
2,457
|
|
|
1,713
|
|
|
2,409
|
|
|||
Consumer
|
55
|
|
|
—
|
|
|
200
|
|
|||
Equipment leases
|
—
|
|
|
—
|
|
|
83
|
|
|||
Total non-accrual loans
|
80,375
|
|
|
101,444
|
|
|
167,791
|
|
|||
OREO(2)
|
79
|
|
|
11,742
|
|
|
18,961
|
|
|||
Total non-performing assets
|
$
|
80,454
|
|
|
$
|
113,186
|
|
|
$
|
186,752
|
|
Restructured loans - accruing
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Loans held for investment past due 90 days and accruing(3)
|
$
|
9,353
|
|
|
$
|
8,429
|
|
|
$
|
10,729
|
|
Loans held for sale past due 90 days and accruing(4)
|
$
|
16,829
|
|
|
$
|
19,737
|
|
|
$
|
—
|
|
(1)
|
As of
December 31, 2018
,
2017
and
2016
, non-accrual loans included
$20.0 million
,
$18.8 million
and $18.1 million, respectively, in loans that met the criteria for restructured.
|
(2)
|
At
December 31, 2018
,
2017
and
2016
, there was no valuation allowance recorded against the OREO balance.
|
(3)
|
At
December 31, 2018
,
2017
and
2016
, loans past due 90 days and still accruing includes premium finance loans of
$9.2 million
, $5.5 million and $6.8 million, respectively.
|
(4)
|
Includes loans guaranteed by U.S. government agencies that were repurchased out of Ginnie Mae securities. Loans are recorded as loans held for sale and carried at fair value on the balance sheet. Interest on these past due loans accrues at the debenture rate guaranteed by the U.S. government. Also includes loans that, pursuant to Ginnie Mae servicing guidelines, we have the unilateral right, but not the obligation, to repurchase if defined delinquent loan criteria are met and therefore must record as loans held for sale on our balance sheet regardless of whether the repurchase option has been exercised.
|
|
Year Ended December 31,
|
|
||||||||||||||||||
(in thousands except percentage and multiple data)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning balance
|
$
|
184,655
|
|
|
$
|
168,126
|
|
|
$
|
141,111
|
|
|
$
|
100,954
|
|
|
$
|
87,604
|
|
|
Loans charged-off:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
79,692
|
|
|
34,145
|
|
|
56,558
|
|
|
16,254
|
|
|
9,803
|
|
|
|||||
Construction
|
—
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Real estate
|
—
|
|
|
290
|
|
|
528
|
|
|
389
|
|
|
296
|
|
|
|||||
Consumer
|
767
|
|
|
180
|
|
|
47
|
|
|
62
|
|
|
266
|
|
|
|||||
Equipment leases
|
319
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
|||||
Total charge-offs
|
80,778
|
|
|
34,674
|
|
|
57,133
|
|
|
16,730
|
|
|
10,365
|
|
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
2,468
|
|
|
4,593
|
|
|
9,364
|
|
|
4,944
|
|
|
2,762
|
|
|
|||||
Construction
|
—
|
|
|
104
|
|
|
34
|
|
|
400
|
|
|
—
|
|
|
|||||
Real estate
|
69
|
|
|
75
|
|
|
63
|
|
|
33
|
|
|
79
|
|
|
|||||
Consumer
|
438
|
|
|
70
|
|
|
21
|
|
|
173
|
|
|
162
|
|
|
|||||
Equipment leases
|
33
|
|
|
10
|
|
|
77
|
|
|
38
|
|
|
1,082
|
|
|
|||||
Total recoveries
|
3,008
|
|
|
4,852
|
|
|
9,559
|
|
|
5,588
|
|
|
4,085
|
|
|
|||||
Net charge-offs
|
77,770
|
|
|
29,822
|
|
|
47,574
|
|
|
11,142
|
|
|
6,280
|
|
|
|||||
Provision for loan losses
|
84,637
|
|
|
46,351
|
|
|
74,589
|
|
|
51,299
|
|
|
19,630
|
|
|
|||||
Ending balance
|
$
|
191,522
|
|
|
$
|
184,655
|
|
|
$
|
168,126
|
|
|
$
|
141,111
|
|
|
$
|
100,954
|
|
|
Allowance for off-balance sheet credit losses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning balance
|
$
|
9,071
|
|
|
$
|
11,422
|
|
|
$
|
9,011
|
|
|
$
|
7,060
|
|
|
$
|
4,690
|
|
|
Provision for off-balance sheet credit losses
|
2,363
|
|
|
(2,351
|
)
|
|
2,411
|
|
|
1,951
|
|
|
2,370
|
|
|
|||||
Ending balance
|
$
|
11,434
|
|
|
$
|
9,071
|
|
|
$
|
11,422
|
|
|
$
|
9,011
|
|
|
$
|
7,060
|
|
|
Total allowance for credit losses
|
$
|
202,956
|
|
|
$
|
193,726
|
|
|
$
|
179,548
|
|
|
$
|
150,122
|
|
|
$
|
108,014
|
|
|
Total provision for credit losses
|
$
|
87,000
|
|
|
$
|
44,000
|
|
|
$
|
77,000
|
|
|
$
|
53,250
|
|
|
$
|
22,000
|
|
|
Allowance for loan losses to LHI
|
0.85
|
|
%
|
0.89
|
|
%
|
0.96
|
|
%
|
0.84
|
|
%
|
0.71
|
|
%
|
|||||
Net charge-offs to average LHI
|
0.37
|
|
%
|
0.16
|
|
%
|
0.29
|
|
%
|
0.07
|
|
%
|
0.05
|
|
%
|
|||||
Total provision for credit losses to average LHI
|
0.42
|
|
%
|
0.24
|
|
%
|
0.46
|
|
%
|
0.35
|
|
%
|
0.18
|
|
%
|
|||||
Recoveries to total charge-offs
|
3.72
|
|
%
|
13.99
|
|
%
|
16.73
|
|
%
|
33.40
|
|
%
|
39.41
|
|
%
|
|||||
Allowance for off-balance sheet credit losses to off-balance sheet credit commitments
|
0.14
|
|
%
|
0.13
|
|
%
|
0.19
|
|
%
|
0.16
|
|
%
|
0.13
|
|
%
|
|||||
Combined allowance for credit losses to LHI
|
0.90
|
|
%
|
0.94
|
|
%
|
1.03
|
|
%
|
0.90
|
|
%
|
0.76
|
|
%
|
|||||
Allowance as a multiple of non-performing loans
|
2.4
|
|
x
|
1.8
|
|
x
|
1.0
|
|
x
|
0.8
|
|
x
|
2.3
|
|
x
|
|
|
December 31,
|
|||||||||||||||||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||||||
(in thousands except
percentage data)
|
|
Reserve
|
|
% of
Loans
|
|
Reserve
|
|
% of
Loans
|
|
Reserve
|
|
% of
Loans
|
|
Reserve
|
|
% of
Loans
|
|
Reserve
|
|
% of
Loans
|
|||||||||||||||
Loan category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial
|
|
$
|
129,442
|
|
|
46
|
%
|
|
$
|
118,806
|
|
|
45
|
%
|
|
$
|
128,768
|
|
|
41
|
%
|
|
$
|
112,446
|
|
|
40
|
%
|
|
$
|
70,654
|
|
|
41
|
%
|
Mortgage finance loans(1)
|
|
—
|
|
|
26
|
%
|
|
—
|
|
|
26
|
%
|
|
—
|
|
|
26
|
%
|
|
—
|
|
|
29
|
%
|
|
—
|
|
|
28
|
%
|
|||||
Construction
|
|
19,242
|
|
|
9
|
%
|
|
19,273
|
|
|
10
|
%
|
|
13,144
|
|
|
12
|
%
|
|
6,836
|
|
|
11
|
%
|
|
7,935
|
|
|
10
|
%
|
|||||
Real estate
|
|
33,353
|
|
|
18
|
%
|
|
34,287
|
|
|
18
|
%
|
|
19,149
|
|
|
20
|
%
|
|
13,381
|
|
|
19
|
%
|
|
15,582
|
|
|
20
|
%
|
|||||
Consumer
|
|
425
|
|
|
—
|
|
|
357
|
|
|
—
|
|
|
241
|
|
|
—
|
|
|
338
|
|
|
—
|
|
|
240
|
|
|
—
|
|
|||||
Equipment leases
|
|
1,829
|
|
|
1
|
%
|
|
3,542
|
|
|
1
|
%
|
|
1,124
|
|
|
1
|
%
|
|
3,931
|
|
|
1
|
%
|
|
1,141
|
|
|
1
|
%
|
|||||
Additional qualitative reserve
|
|
7,231
|
|
|
—
|
|
|
8,390
|
|
|
—
|
|
|
5,700
|
|
|
—
|
|
|
4,179
|
|
|
—
|
|
|
5,402
|
|
|
—
|
|
|||||
Total allowance for loan losses
|
|
$
|
191,522
|
|
|
100
|
%
|
|
$
|
184,655
|
|
|
100
|
%
|
|
$
|
168,126
|
|
|
100
|
%
|
|
$
|
141,111
|
|
|
100
|
%
|
|
$
|
100,954
|
|
|
100
|
%
|
(1)
|
No amount of the allowance is allocated to these loans based on their risk profile.
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Non-interest-bearing
|
$
|
7,890,304
|
|
|
$
|
8,320,650
|
|
|
$
|
8,124,174
|
|
Interest-bearing transaction
|
3,044,300
|
|
|
2,159,375
|
|
|
2,199,292
|
|
|||
Savings
|
7,986,135
|
|
|
7,495,318
|
|
|
6,403,306
|
|
|||
Time deposits
|
1,292,864
|
|
|
478,513
|
|
|
493,128
|
|
|||
Total average deposits
|
$
|
20,213,603
|
|
|
$
|
18,453,856
|
|
|
$
|
17,219,900
|
|
|
December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Months to maturity:
|
|
|
|
|
|
||||||
3 or less
|
$
|
193,982
|
|
|
$
|
161,523
|
|
|
$
|
160,495
|
|
Over 3 through 6
|
89,529
|
|
|
146,027
|
|
|
95,482
|
|
|||
Over 6 through 12
|
100,177
|
|
|
128,817
|
|
|
97,761
|
|
|||
Over 12
|
15,834
|
|
|
28,965
|
|
|
17,118
|
|
|||
Total
|
$
|
399,522
|
|
|
$
|
465,332
|
|
|
$
|
370,856
|
|
|
|
December 31,
|
||||||||||
(in thousands except percentage data)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Federal funds sold and securities purchased under resale agreements
|
|
$
|
50,190
|
|
|
$
|
30,000
|
|
|
$
|
25,000
|
|
Interest-bearing deposits
|
|
2,815,684
|
|
|
2,697,581
|
|
|
2,700,645
|
|
|||
Total liquidity assets
|
|
$
|
2,865,874
|
|
|
$
|
2,727,581
|
|
|
$
|
2,725,645
|
|
|
|
|
|
|
|
|
||||||
Total liquidity assets as a percent of:
|
|
|
|
|
|
|
||||||
Total loans held for investment
|
|
12.7
|
%
|
|
13.2
|
%
|
|
15.6
|
%
|
|||
Total earning assets
|
|
10.5
|
%
|
|
11.2
|
%
|
|
12.9
|
%
|
|||
Total deposits
|
|
13.9
|
%
|
|
14.3
|
%
|
|
16.0
|
%
|
|
December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Deposits from core customers
|
$
|
17,015,541
|
|
|
$
|
17,100,803
|
|
Deposits from core customers as a percent of total deposits
|
82.6
|
%
|
|
89.4
|
%
|
||
Relationship brokered deposits
|
$
|
2,027,850
|
|
|
$
|
2,022,377
|
|
Relationship brokered deposits as a percent of average total deposits
|
9.8
|
%
|
|
10.6
|
%
|
||
Traditional brokered deposits
|
$
|
1,562,722
|
|
|
$
|
—
|
|
Traditional brokered deposits as a percent of total deposits
|
7.6
|
%
|
|
—
|
%
|
||
Average deposits from core customers
|
$
|
17,504,922
|
|
|
$
|
16,806,857
|
|
Average deposits from core customers as a percent of average total deposits
|
86.6
|
%
|
|
91.1
|
%
|
||
Average relationship brokered deposits
|
$
|
1,890,824
|
|
|
$
|
1,647,000
|
|
Average relationship brokered deposits as a percent of average total deposits
|
9.4
|
%
|
|
8.9
|
%
|
||
Average traditional brokered deposits
|
$
|
817,857
|
|
|
$
|
—
|
|
Average traditional brokered deposits as a percent of average total deposits
|
4.0
|
%
|
|
—
|
%
|
|
|
December 31,
|
||||||||
(in thousands)
|
|
2018
|
2017
|
2016
|
||||||
Federal funds purchased
|
|
$
|
629,169
|
|
$
|
359,338
|
|
$
|
101,800
|
|
Repurchase agreements
|
|
12,005
|
|
5,702
|
|
7,775
|
|
|||
FHLB borrowings
|
|
3,900,000
|
|
2,800,000
|
|
200,000
|
|
|||
Line of credit
|
|
—
|
|
—
|
|
—
|
|
|||
Total short-term and other borrowings
|
|
$
|
4,541,174
|
|
$
|
3,165,040
|
|
$
|
309,575
|
|
(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
|
9
|
|
|
$
|
18,591,589
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,591,589
|
|
Time deposits
|
9
|
|
|
1,990,962
|
|
|
22,672
|
|
|
390
|
|
|
500
|
|
|
2,014,524
|
|
|||||
Federal funds purchased and customer repurchase agreements
|
10
|
|
|
641,174
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
641,174
|
|
|||||
FHLB borrowings
|
10
|
|
|
3,900,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,900,000
|
|
|||||
Operating lease obligations(1)
|
8
|
|
|
14,652
|
|
|
31,395
|
|
|
29,082
|
|
|
28,666
|
|
|
103,795
|
|
|||||
Subordinated notes
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
281,767
|
|
|
281,767
|
|
|||||
Trust preferred subordinated debentures
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113,406
|
|
|
113,406
|
|
|||||
Total contractual obligations
|
|
|
$
|
25,138,377
|
|
|
$
|
54,067
|
|
|
$
|
29,472
|
|
|
$
|
424,339
|
|
|
$
|
25,646,255
|
|
(1)
|
Non-balance sheet item.
|
(in thousands)
|
Within
One Year
|
|
After One But
Within Three
Years
|
|
After Three
But Within
Five Years
|
|
After Five
Years
|
|
Total
|
||||||||||
Commitments to extend credit
|
$
|
2,444,407
|
|
|
$
|
3,287,492
|
|
|
$
|
2,172,557
|
|
|
$
|
125,742
|
|
|
$
|
8,030,198
|
|
Standby and commercial letters of credit
|
203,873
|
|
|
32,221
|
|
|
443
|
|
|
—
|
|
|
236,537
|
|
|||||
Total financial instruments with off-balance sheet risk
|
$
|
2,648,280
|
|
|
$
|
3,319,713
|
|
|
$
|
2,173,000
|
|
|
$
|
125,742
|
|
|
$
|
8,266,735
|
|
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:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing deposits in other banks, federal funds sold and securities purchased under resale agreements
|
$
|
2,865,874
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,865,874
|
|
Investment securities(1)
|
18,924
|
|
|
3,726
|
|
|
—
|
|
|
97,566
|
|
|
120,216
|
|
|||||
Total variable loans
|
20,998,899
|
|
|
43,767
|
|
|
16,253
|
|
|
372,790
|
|
|
21,431,709
|
|
|||||
Total fixed loans
|
289,277
|
|
|
1,526,007
|
|
|
475,281
|
|
|
923,724
|
|
|
3,214,289
|
|
|||||
Total loans(2)
|
21,288,176
|
|
|
1,569,774
|
|
|
491,534
|
|
|
1,296,514
|
|
|
24,645,998
|
|
|||||
Total interest sensitive assets
|
$
|
24,172,974
|
|
|
$
|
1,573,500
|
|
|
$
|
491,534
|
|
|
$
|
1,394,080
|
|
|
$
|
27,632,088
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing customer deposits
|
$
|
11,274,428
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,274,428
|
|
CDs & IRAs
|
209,230
|
|
|
219,010
|
|
|
22,672
|
|
|
890
|
|
|
451,802
|
|
|||||
Traditional brokered deposits
|
499,800
|
|
|
1,062,922
|
|
|
—
|
|
|
—
|
|
|
1,562,722
|
|
|||||
Total interest-bearing deposits
|
11,983,458
|
|
|
1,281,932
|
|
|
22,672
|
|
|
890
|
|
|
13,288,952
|
|
|||||
Repurchase agreements, Federal funds purchased, FHLB borrowings
|
4,541,174
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,541,174
|
|
|||||
Subordinated notes
|
—
|
|
|
—
|
|
|
—
|
|
|
281,767
|
|
|
281,767
|
|
|||||
Trust preferred subordinated debentures
|
—
|
|
|
—
|
|
|
—
|
|
|
113,406
|
|
|
113,406
|
|
|||||
Total borrowings
|
4,541,174
|
|
|
—
|
|
|
—
|
|
|
395,173
|
|
|
4,936,347
|
|
|||||
Total interest sensitive liabilities
|
$
|
16,524,632
|
|
|
$
|
1,281,932
|
|
|
$
|
22,672
|
|
|
$
|
396,063
|
|
|
$
|
18,225,299
|
|
GAP
|
$
|
7,648,342
|
|
|
$
|
291,568
|
|
|
$
|
468,862
|
|
|
$
|
998,017
|
|
|
$
|
—
|
|
Cumulative GAP
|
$
|
7,648,342
|
|
|
$
|
7,939,910
|
|
|
$
|
8,408,772
|
|
|
$
|
9,406,789
|
|
|
$
|
9,406,789
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Demand deposits
|
|
|
|
|
|
|
|
|
7,317,161
|
|
|||||||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
2,500,394
|
|
|||||||||
Total
|
|
|
|
|
|
|
|
|
$
|
9,817,555
|
|
(1)
|
Investment securities based on fair market value.
|
(2)
|
Total loans includes loans held for investments, stated at gross, and loans held for sale.
|
|
Anticipated Impact Over the Next
Twelve Months as Compared to Most Likely Scenario
|
||||||||||||||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||
(in thousands)
|
100 bps Increase
|
|
200 bps Increase
|
|
100 bps Decrease
|
|
100 bps Increase
|
|
200 bps Increase
|
||||||||||
Change in net interest income
|
$
|
101,888
|
|
|
$
|
204,279
|
|
|
$
|
(105,505
|
)
|
|
$
|
112,970
|
|
|
$
|
226,855
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
Reference
|
|
December 31,
|
||||||
(in thousands except per share data)
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Cash and due from banks
|
$
|
214,191
|
|
|
$
|
178,010
|
|
Interest-bearing deposits in other banks
|
2,815,684
|
|
|
2,697,581
|
|
||
Federal funds sold and securities purchased under resale agreements
|
50,190
|
|
|
30,000
|
|
||
Investment securities
|
120,216
|
|
|
23,511
|
|
||
Loans held for sale ($1,969.2 million and $1,007.7 million at December 2018 and 2017, respectively, at fair value)
|
1,969,474
|
|
|
1,011,004
|
|
||
Loans held for investment, mortgage finance
|
5,877,524
|
|
|
5,308,160
|
|
||
Loans held for investment (net of unearned income)
|
16,690,550
|
|
|
15,366,252
|
|
||
Less: Allowance for loan losses
|
191,522
|
|
|
184,655
|
|
||
Loans held for investment, net
|
22,376,552
|
|
|
20,489,757
|
|
||
Mortgage servicing rights, net
|
42,474
|
|
|
85,327
|
|
||
Premises and equipment, net
|
23,802
|
|
|
25,176
|
|
||
Accrued interest receivable and other assets
|
626,614
|
|
|
516,239
|
|
||
Goodwill and intangible assets, net
|
18,570
|
|
|
19,040
|
|
||
Total assets
|
$
|
28,257,767
|
|
|
$
|
25,075,645
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Non-interest-bearing
|
$
|
7,317,161
|
|
|
$
|
7,812,660
|
|
Interest-bearing
|
13,288,952
|
|
|
11,310,520
|
|
||
Total deposits
|
20,606,113
|
|
|
19,123,180
|
|
||
Accrued interest payable
|
20,675
|
|
|
7,680
|
|
||
Other liabilities
|
194,238
|
|
|
182,212
|
|
||
Federal funds purchased and repurchase agreements
|
641,174
|
|
|
365,040
|
|
||
Other borrowings
|
3,900,000
|
|
|
2,800,000
|
|
||
Subordinated notes, net
|
281,767
|
|
|
281,406
|
|
||
Trust preferred subordinated debentures
|
113,406
|
|
|
113,406
|
|
||
Total liabilities
|
25,757,373
|
|
|
22,872,924
|
|
||
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, 2018 and 2017
|
150,000
|
|
|
150,000
|
|
||
Common stock, $.01 par value:
|
|
|
|
||||
Authorized shares—100,000,000
|
|
|
|
||||
Issued shares—50,201,127 and 49,643,761 at December 31, 2018 and 2017, respectively
|
502
|
|
|
496
|
|
||
Additional paid-in capital
|
967,890
|
|
|
961,305
|
|
||
Retained earnings
|
1,381,492
|
|
|
1,090,500
|
|
||
Treasury stock (shares at cost: 417 at December 31, 2018 and 2017)
|
(8
|
)
|
|
(8
|
)
|
||
Accumulated other comprehensive income, net of taxes
|
518
|
|
|
428
|
|
||
Total stockholders’ equity
|
2,500,394
|
|
|
2,202,721
|
|
||
Total liabilities and stockholders’ equity
|
$
|
28,257,767
|
|
|
$
|
25,075,645
|
|
|
Year ended December 31,
|
||||||||||
(In thousands except per share data)
|
2018
|
|
2017
|
|
2016
|
||||||
Interest income
|
|
|
|
|
|
||||||
Interest and fees on loans
|
$
|
1,124,970
|
|
|
$
|
846,292
|
|
|
$
|
684,582
|
|
Investment securities
|
2,834
|
|
|
1,066
|
|
|
967
|
|
|||
Federal funds sold and securities purchased under resale agreements
|
3,792
|
|
|
2,542
|
|
|
1,547
|
|
|||
Interest-bearing deposits in other banks
|
32,597
|
|
|
29,399
|
|
|
16,312
|
|
|||
Total interest income
|
1,164,193
|
|
|
879,299
|
|
|
703,408
|
|
|||
Interest expense
|
|
|
|
|
|
||||||
Deposits
|
185,116
|
|
|
79,886
|
|
|
37,175
|
|
|||
Federal funds purchased
|
6,531
|
|
|
2,592
|
|
|
518
|
|
|||
Other borrowings
|
36,207
|
|
|
15,137
|
|
|
6,128
|
|
|||
Subordinated notes
|
16,764
|
|
|
16,764
|
|
|
16,764
|
|
|||
Trust preferred subordinated debentures
|
4,715
|
|
|
3,592
|
|
|
3,009
|
|
|||
Total interest expense
|
249,333
|
|
|
117,971
|
|
|
63,594
|
|
|||
Net interest income
|
914,860
|
|
|
761,328
|
|
|
639,814
|
|
|||
Provision for credit losses
|
87,000
|
|
|
44,000
|
|
|
77,000
|
|
|||
Net interest income after provision for credit losses
|
827,860
|
|
|
717,328
|
|
|
562,814
|
|
|||
Non-interest income
|
|
|
|
|
|
||||||
Service charges on deposit accounts
|
12,787
|
|
|
12,432
|
|
|
10,341
|
|
|||
Wealth management and trust fee income
|
8,148
|
|
|
6,153
|
|
|
4,268
|
|
|||
Brokered loan fees
|
22,532
|
|
|
23,331
|
|
|
25,339
|
|
|||
Servicing income
|
18,307
|
|
|
15,657
|
|
|
1,715
|
|
|||
Swap fees
|
5,625
|
|
|
3,990
|
|
|
2,866
|
|
|||
Gain/(Loss) on sale of loans held for sale
|
(15,934
|
)
|
|
(2,387
|
)
|
|
2,547
|
|
|||
Other
|
26,559
|
|
|
15,080
|
|
|
13,704
|
|
|||
Total non-interest income
|
78,024
|
|
|
74,256
|
|
|
60,780
|
|
|||
Non-interest expense
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
291,768
|
|
|
264,231
|
|
|
228,985
|
|
|||
Net occupancy expense
|
30,342
|
|
|
25,811
|
|
|
23,221
|
|
|||
Marketing
|
39,335
|
|
|
26,787
|
|
|
17,303
|
|
|||
Legal and professional
|
42,990
|
|
|
29,731
|
|
|
23,326
|
|
|||
Communications and technology
|
30,056
|
|
|
31,004
|
|
|
25,562
|
|
|||
FDIC insurance assessment
|
24,307
|
|
|
23,510
|
|
|
24,440
|
|
|||
Servicing related expenses
|
14,934
|
|
|
15,506
|
|
|
1,703
|
|
|||
Allowance and other carrying costs for other real estate owned
|
474
|
|
|
6,437
|
|
|
824
|
|
|||
Other
|
50,890
|
|
|
42,859
|
|
|
37,033
|
|
|||
Total non-interest expense
|
525,096
|
|
|
465,876
|
|
|
382,397
|
|
|||
Income before income taxes
|
380,788
|
|
|
325,708
|
|
|
241,197
|
|
|||
Income tax expense
|
79,964
|
|
|
128,645
|
|
|
86,078
|
|
|||
Net income
|
300,824
|
|
|
197,063
|
|
|
155,119
|
|
|||
Preferred stock dividends
|
9,750
|
|
|
9,750
|
|
|
9,750
|
|
|||
Net income available to common stockholders
|
$
|
291,074
|
|
|
$
|
187,313
|
|
|
$
|
145,369
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
||||||
Change in unrealized gain (loss) on available-for-sale debt securities arising during period, before tax
|
$
|
7
|
|
|
$
|
19
|
|
|
$
|
(467
|
)
|
Income tax expense (benefit) related to unrealized loss on available-for-sale debt securities
|
1
|
|
|
6
|
|
|
(164
|
)
|
|||
Other comprehensive income (loss), net of tax
|
6
|
|
|
13
|
|
|
(303
|
)
|
|||
Comprehensive income
|
$
|
300,830
|
|
|
$
|
197,076
|
|
|
$
|
154,816
|
|
Basic earnings per common share
|
$
|
5.83
|
|
|
$
|
3.78
|
|
|
$
|
3.14
|
|
Diluted earnings per common share
|
$
|
5.79
|
|
|
$
|
3.73
|
|
|
$
|
3.11
|
|
|
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, 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 debt 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 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
|
|
|||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
197,063
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
197,063
|
|
|||||||
Change in unrealized gain (loss) on available-for-sale debt securities, net of taxes of $6
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
13
|
|
|||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
197,076
|
|
||||||||||||||||
Stock-based compensation expense recognized in earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,079
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,079
|
|
|||||||
Preferred stock dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,750
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,750
|
)
|
|||||||
Issuance of stock related to stock-based awards
|
—
|
|
|
—
|
|
|
106,087
|
|
|
1
|
|
|
(2,242
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,241
|
)
|
|||||||
Issuance of stock related to warrants
|
—
|
|
|
—
|
|
|
33,595
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at December 31, 2017
|
6,000,000
|
|
|
150,000
|
|
|
49,643,761
|
|
|
496
|
|
|
961,305
|
|
|
1,090,500
|
|
|
(417
|
)
|
|
(8
|
)
|
|
428
|
|
|
2,202,721
|
|
|||||||
Impact of adoption of new accounting standards
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82
|
)
|
|
—
|
|
|
—
|
|
|
84
|
|
|
2
|
|
|||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300,824
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300,824
|
|
|||||||
Change in unrealized gain (loss) on available-for-sale debt securities, net of taxes of $1
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
300,830
|
|
||||||||||||||||
Stock-based compensation expense recognized in earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,973
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,973
|
|
|||||||
Preferred stock dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,750
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,750
|
)
|
|||||||
Issuance of stock related to stock-based awards
|
—
|
|
|
—
|
|
|
120,242
|
|
|
1
|
|
|
(2,383
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,382
|
)
|
|||||||
Issuance of stock related to warrants
|
—
|
|
|
—
|
|
|
437,124
|
|
|
5
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at December 31, 2018
|
6,000,000
|
|
|
$
|
150,000
|
|
|
50,201,127
|
|
|
$
|
502
|
|
|
$
|
967,890
|
|
|
$
|
1,381,492
|
|
|
(417
|
)
|
|
$
|
(8
|
)
|
|
$
|
518
|
|
|
$
|
2,500,394
|
|
|
Year ended December 31,
|
||||||||||
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
300,824
|
|
|
$
|
197,063
|
|
|
$
|
155,119
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Provision for credit losses
|
87,000
|
|
|
44,000
|
|
|
77,000
|
|
|||
Deferred tax expense (benefit)
|
(6,400
|
)
|
|
31,276
|
|
|
(2,946
|
)
|
|||
Depreciation and amortization
|
32,022
|
|
|
27,871
|
|
|
21,814
|
|
|||
Net (gain)/loss on sale of loans held for sale
|
15,934
|
|
|
2,387
|
|
|
(2,547
|
)
|
|||
Increase (decrease) in valuation allowance on mortgage servicing rights
|
(2,823
|
)
|
|
2,823
|
|
|
—
|
|
|||
Stock-based compensation expense
|
16,938
|
|
|
22,019
|
|
|
13,578
|
|
|||
Excess tax benefits from stock-based compensation arrangements
|
—
|
|
|
—
|
|
|
(2,013
|
)
|
|||
Purchases and originations of loans held for sale
|
(6,753,709
|
)
|
|
(5,556,964
|
)
|
|
(3,327,482
|
)
|
|||
Proceeds from sales and repayments of loans held for sale
|
5,759,067
|
|
|
5,457,117
|
|
|
2,405,592
|
|
|||
Technology write-off
|
—
|
|
|
5,285
|
|
|
—
|
|
|||
Other real estate owned write-down
|
—
|
|
|
6,111
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accrued interest receivable and other assets
|
(123,542
|
)
|
|
(117,116
|
)
|
|
(61,832
|
)
|
|||
Accrued interest payable and other liabilities
|
(5,026
|
)
|
|
10,289
|
|
|
(2,576
|
)
|
|||
Net cash provided by (used in) operating activities
|
(679,715
|
)
|
|
132,161
|
|
|
(726,293
|
)
|
|||
Investing activities
|
|
|
|
|
|
||||||
Purchases of available-for-sale investment securities
|
(101,558
|
)
|
|
(97,776
|
)
|
|
(1,760
|
)
|
|||
Maturities and calls of available-for-sale securities
|
—
|
|
|
94,775
|
|
|
555
|
|
|||
Principal payments received on available-for-sale securities
|
3,426
|
|
|
4,383
|
|
|
5,856
|
|
|||
Originations of mortgage finance loans
|
(99,151,237
|
)
|
|
(86,931,566
|
)
|
|
(100,574,326
|
)
|
|||
Proceeds from pay-offs of mortgage finance loans
|
98,581,873
|
|
|
86,120,744
|
|
|
101,043,264
|
|
|||
Proceeds from sale of mortgage servicing rights
|
70,824
|
|
|
—
|
|
|
—
|
|
|||
Net increase in loans held for investment, excluding mortgage finance loans
|
(1,402,068
|
)
|
|
(2,395,063
|
)
|
|
(1,321,733
|
)
|
|||
Purchase of premises and equipment, net
|
(7,651
|
)
|
|
(12,265
|
)
|
|
(2,176
|
)
|
|||
Proceeds from sale of other real estate owned, net
|
13,645
|
|
|
1,023
|
|
|
110
|
|
|||
Net cash used in investing activities
|
(1,992,746
|
)
|
|
(3,215,745
|
)
|
|
(850,210
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
Net increase in deposits
|
1,482,933
|
|
|
2,106,349
|
|
|
1,932,212
|
|
|||
Costs from issuance of stock related to stock-based awards and warrants
|
(2,382
|
)
|
|
(2,241
|
)
|
|
(2,481
|
)
|
|||
Net proceeds from issuance of common stock
|
—
|
|
|
—
|
|
|
236,467
|
|
|||
Preferred dividends paid
|
(9,750
|
)
|
|
(9,750
|
)
|
|
(9,750
|
)
|
|||
Net increase in other borrowings
|
1,100,000
|
|
|
800,000
|
|
|
500,000
|
|
|||
Excess tax benefits from stock-based compensation arrangements
|
—
|
|
|
—
|
|
|
2,013
|
|
|||
Net increase (decrease) in Federal funds purchased and repurchase agreements
|
276,134
|
|
|
255,465
|
|
|
(33,476
|
)
|
|||
Net cash provided by financing activities
|
2,846,935
|
|
|
3,149,823
|
|
|
2,624,985
|
|
|||
Net increase in cash and cash equivalents
|
174,474
|
|
|
66,239
|
|
|
1,048,482
|
|
|||
Cash and cash equivalents at beginning of period
|
2,905,591
|
|
|
2,839,352
|
|
|
1,790,870
|
|
|||
Cash and cash equivalents at end of period
|
$
|
3,080,065
|
|
|
$
|
2,905,591
|
|
|
$
|
2,839,352
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the period for interest
|
$
|
236,338
|
|
|
$
|
115,789
|
|
|
$
|
63,193
|
|
Cash paid during the period for income taxes
|
75,405
|
|
|
103,871
|
|
|
88,262
|
|
|||
Transfers from loans/leases to other real estate owned and other repossessed assets
|
—
|
|
|
—
|
|
|
18,822
|
|
•
|
Service charges on deposit accounts - these represent general service fees for monthly account maintenance and activity- or transaction-based fees and consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Revenue is recognized when our performance obligation is completed which is generally monthly for account maintenance services or when a transaction has been completed (such as a wire transfer). Payment for such performance obligations are generally received at the time the performance obligations are satisfied.
|
•
|
Wealth management and trust fee income - this represents monthly fees due from wealth management customers as consideration for managing the customers' assets. Wealth management and trust services include custody of assets, investment management, escrow services, fees for trust services and similar fiduciary activities. Revenue is recognized when our performance obligation is completed each month, which is generally the time that payment is received. Also included are fees received from a third party broker-dealer as part of a revenue-sharing agreement for fees earned from customers that we refer to the third party. These fees are paid to us by the third party on a quarterly basis and recognized ratably throughout the quarter as our performance obligation is satisfied.
|
•
|
Brokered loan fees - these represent fees for the administration and funding of purchased mortgage loan interests as well as facility renewal and application fees received from mortgage originator customers in our warehouse lending business. Also included are fees received from independent correspondent mortgage lenders as consideration for our purchase of individual residential mortgage loans through our MCA business. Revenue related to the warehouse lending business is recognized when the related loan interest is disposed (i.e., through sale or payoff) or upon receipt of the facility renewal or application. Revenue related to our MCA business is recognized at the time a loan is purchased.
|
•
|
Other non-interest income primarily includes items such as letter of credit fees, bank owned life insurance income, dividends on FHLB and FRB stock and other general operating income, none of which are subject to the requirements of ASC 606.
|
|
Year ended December 31,
|
||||||||||
(in thousands except per share data)
|
2018
|
|
2017
|
|
2016
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
300,824
|
|
|
$
|
197,063
|
|
|
$
|
155,119
|
|
Preferred stock dividends
|
9,750
|
|
|
9,750
|
|
|
9,750
|
|
|||
Net income available to common stockholders
|
$
|
291,074
|
|
|
$
|
187,313
|
|
|
$
|
145,369
|
|
Denominator:
|
|
|
|
|
|
||||||
Denominator for basic earnings per share—weighted average shares
|
49,936,702
|
|
|
49,587,169
|
|
|
46,239,210
|
|
|||
Effect of employee stock-based awards(1)
|
218,275
|
|
|
239,008
|
|
|
128,228
|
|
|||
Effect of warrants to purchase common stock
|
117,895
|
|
|
433,657
|
|
|
398,464
|
|
|||
Denominator for dilutive earnings per share—adjusted weighted average shares and assumed conversions
|
50,272,872
|
|
|
50,259,834
|
|
|
46,765,902
|
|
|||
Basic earnings per common share
|
$
|
5.83
|
|
|
$
|
3.78
|
|
|
$
|
3.14
|
|
Diluted earnings per common share
|
$
|
5.79
|
|
|
$
|
3.73
|
|
|
$
|
3.11
|
|
(1)
|
SARs and RSUs outstanding of
27,100
,
13,500
and
150,416
in
2018
,
2017
and
2016
, respectively, have not been included in diluted earnings per share because to do so would have been antidilutive for the periods presented.
|
(in thousands)
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Available-for-sale debt securities:
|
|
|
|
|
|
|
|
||||||||
Residential mortgage-backed securities
|
$
|
6,874
|
|
|
$
|
368
|
|
|
$
|
—
|
|
|
$
|
7,242
|
|
Tax-exempt asset-backed securities
|
95,518
|
|
|
286
|
|
|
—
|
|
|
95,804
|
|
||||
|
$
|
102,392
|
|
|
$
|
654
|
|
|
$
|
—
|
|
|
$
|
103,046
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Available-for-sale debt securities:
|
|
|
|
|
|
|
|
||||||||
Residential mortgage-backed securities
|
$
|
10,297
|
|
|
$
|
648
|
|
|
$
|
—
|
|
|
$
|
10,945
|
|
(in thousands, except percentage data)
|
Less Than
One Year
|
|
After One
Through
Five Years
|
|
After Five
Through
Ten Years
|
|
After Ten
Years
|
|
Total
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage-backed securities:(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized cost
|
$
|
3
|
|
|
$
|
1,573
|
|
|
$
|
—
|
|
|
$
|
5,298
|
|
|
$
|
6,874
|
|
Estimated fair value
|
4
|
|
|
1,668
|
|
|
—
|
|
|
5,570
|
|
|
7,242
|
|
|||||
Weighted average yield(3)
|
6.50
|
%
|
|
5.54
|
%
|
|
—
|
%
|
|
4.53
|
%
|
|
4.76
|
%
|
|||||
Tax-exempt asset-backed securities:(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized Cost
|
—
|
|
|
—
|
|
|
—
|
|
|
95,518
|
|
|
95,518
|
|
|||||
Estimated fair value
|
—
|
|
|
—
|
|
|
—
|
|
|
95,804
|
|
|
95,804
|
|
|||||
Weighted average yield(2)(3)
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
|||||
Total available-for-sale debt securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized cost
|
|
|
|
|
|
|
|
|
$
|
102,392
|
|
||||||||
Estimated fair value
|
|
|
|
|
|
|
|
|
$
|
103,046
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage-backed securities:(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized cost
|
$
|
409
|
|
|
$
|
819
|
|
|
$
|
1,502
|
|
|
$
|
7,567
|
|
|
$
|
10,297
|
|
Estimated fair value
|
418
|
|
|
916
|
|
|
1,636
|
|
|
7,975
|
|
|
10,945
|
|
|||||
Weighted average yield(3)
|
4.59
|
%
|
|
6.02
|
%
|
|
5.32
|
%
|
|
3.45
|
%
|
|
3.97
|
%
|
(1)
|
Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without prepayment penalties.
|
(2)
|
Yields have been adjusted to a tax equivalent basis assuming a
21%
federal tax rate.
|
(3)
|
Yields are calculated based on amortized cost.
|
|
Year Ended
December 31, 2018 |
|||
(in thousands)
|
||||
Net gains/(losses) recognized during the period
|
$
|
(975
|
)
|
|
Less: Realized net gains/(losses) recognized during the period on equity securities sold
|
460
|
|
|
|
Unrealized net gains/(losses) recognized during the period on equity securities still held
|
$
|
(1,435
|
)
|
|
|
December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Commercial
|
$
|
10,373,288
|
|
|
$
|
9,189,811
|
|
Mortgage finance
|
5,877,524
|
|
|
5,308,160
|
|
||
Construction
|
2,120,966
|
|
|
2,166,208
|
|
||
Real estate
|
3,929,117
|
|
|
3,794,577
|
|
||
Consumer
|
63,438
|
|
|
48,684
|
|
||
Equipment leases
|
312,191
|
|
|
264,903
|
|
||
Gross loans held for investment
|
22,676,524
|
|
|
20,772,343
|
|
||
Deferred income (net of direct origination costs)
|
(108,450
|
)
|
|
(97,931
|
)
|
||
Allowance for loan losses
|
(191,522
|
)
|
|
(184,655
|
)
|
||
Total loans held for investment, net
|
$
|
22,376,552
|
|
|
$
|
20,489,757
|
|
(in thousands)
|
Commercial
|
|
Mortgage
Finance
|
|
Construction
|
|
Real Estate
|
|
Consumer
|
|
Equipment Leases
|
|
Total
|
||||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Grade:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Pass
|
$
|
10,034,597
|
|
|
$
|
5,877,524
|
|
|
$
|
2,099,955
|
|
|
$
|
3,850,811
|
|
|
$
|
61,815
|
|
|
$
|
309,775
|
|
|
$
|
22,234,477
|
|
Special mention
|
120,531
|
|
|
—
|
|
|
21,011
|
|
|
47,644
|
|
|
—
|
|
|
2,223
|
|
|
191,409
|
|
|||||||
Substandard-accruing
|
140,297
|
|
|
—
|
|
|
—
|
|
|
28,205
|
|
|
1,568
|
|
|
193
|
|
|
170,263
|
|
|||||||
Non-accrual
|
77,863
|
|
|
—
|
|
|
—
|
|
|
2,457
|
|
|
55
|
|
|
—
|
|
|
80,375
|
|
|||||||
Total loans held for investment
|
$
|
10,373,288
|
|
|
$
|
5,877,524
|
|
|
$
|
2,120,966
|
|
|
$
|
3,929,117
|
|
|
$
|
63,438
|
|
|
$
|
312,191
|
|
|
$
|
22,676,524
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Grade:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Pass
|
$
|
8,967,471
|
|
|
$
|
5,308,160
|
|
|
$
|
2,152,654
|
|
|
$
|
3,706,541
|
|
|
$
|
48,591
|
|
|
$
|
249,865
|
|
|
$
|
20,433,282
|
|
Special mention
|
19,958
|
|
|
—
|
|
|
13,554
|
|
|
53,652
|
|
|
—
|
|
|
495
|
|
|
87,659
|
|
|||||||
Substandard-accruing
|
102,651
|
|
|
—
|
|
|
—
|
|
|
32,671
|
|
|
93
|
|
|
14,543
|
|
|
149,958
|
|
|||||||
Non-accrual
|
99,731
|
|
|
—
|
|
|
—
|
|
|
1,713
|
|
|
—
|
|
|
—
|
|
|
101,444
|
|
|||||||
Total loans held for investment
|
$
|
9,189,811
|
|
|
$
|
5,308,160
|
|
|
$
|
2,166,208
|
|
|
$
|
3,794,577
|
|
|
$
|
48,684
|
|
|
$
|
264,903
|
|
|
$
|
20,772,343
|
|
(in thousands)
|
Commercial
|
Mortgage
Finance
|
Construction
|
Real
Estate
|
Consumer
|
Equipment Leases
|
Additional Qualitative Reserve
|
Total
|
||||||||||||||||
Year ended December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning balance
|
$
|
118,806
|
|
$
|
—
|
|
$
|
19,273
|
|
$
|
34,287
|
|
$
|
357
|
|
$
|
3,542
|
|
$
|
8,390
|
|
$
|
184,655
|
|
Provision for loan losses
|
87,860
|
|
—
|
|
(31
|
)
|
(1,003
|
)
|
397
|
|
(1,427
|
)
|
(1,159
|
)
|
84,637
|
|
||||||||
Charge-offs
|
79,692
|
|
—
|
|
—
|
|
—
|
|
767
|
|
319
|
|
—
|
|
80,778
|
|
||||||||
Recoveries
|
2,468
|
|
—
|
|
—
|
|
69
|
|
438
|
|
33
|
|
—
|
|
3,008
|
|
||||||||
Net charge-offs (recoveries)
|
77,224
|
|
—
|
|
—
|
|
(69
|
)
|
329
|
|
286
|
|
—
|
|
77,770
|
|
||||||||
Ending balance
|
$
|
129,442
|
|
$
|
—
|
|
$
|
19,242
|
|
$
|
33,353
|
|
$
|
425
|
|
$
|
1,829
|
|
$
|
7,231
|
|
$
|
191,522
|
|
Period end allowance for loan losses allocated to:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Loans individually evaluated for impairment
|
$
|
8,252
|
|
$
|
—
|
|
$
|
—
|
|
$
|
48
|
|
$
|
10
|
|
$
|
—
|
|
$
|
—
|
|
$
|
8,310
|
|
Loans collectively evaluated for impairment
|
121,190
|
|
—
|
|
19,242
|
|
33,305
|
|
415
|
|
1,829
|
|
7,231
|
|
183,212
|
|
||||||||
Total
|
$
|
129,442
|
|
$
|
—
|
|
$
|
19,242
|
|
$
|
33,353
|
|
$
|
425
|
|
$
|
1,829
|
|
$
|
7,231
|
|
$
|
191,522
|
|
Period end loans allocated to:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Loans individually evaluated for impairment
|
$
|
78,428
|
|
$
|
—
|
|
$
|
—
|
|
$
|
8,857
|
|
$
|
55
|
|
$
|
—
|
|
$
|
—
|
|
$
|
87,340
|
|
Loans collectively evaluated for impairment
|
10,294,860
|
|
5,877,524
|
|
2,120,966
|
|
3,920,260
|
|
63,383
|
|
312,191
|
|
—
|
|
22,589,184
|
|
||||||||
Total
|
$
|
10,373,288
|
|
$
|
5,877,524
|
|
$
|
2,120,966
|
|
$
|
3,929,117
|
|
$
|
63,438
|
|
$
|
312,191
|
|
$
|
—
|
|
$
|
22,676,524
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning balance
|
$
|
128,768
|
|
$
|
—
|
|
$
|
13,144
|
|
$
|
19,149
|
|
$
|
241
|
|
$
|
1,124
|
|
$
|
5,700
|
|
$
|
168,126
|
|
Provision for loan losses
|
19,590
|
|
—
|
|
6,084
|
|
15,353
|
|
226
|
|
2,408
|
|
2,690
|
|
46,351
|
|
||||||||
Charge-offs
|
34,145
|
|
—
|
|
59
|
|
290
|
|
180
|
|
—
|
|
—
|
|
34,674
|
|
||||||||
Recoveries
|
4,593
|
|
—
|
|
104
|
|
75
|
|
70
|
|
10
|
|
—
|
|
4,852
|
|
||||||||
Net charge-offs (recoveries)
|
29,552
|
|
—
|
|
(45
|
)
|
215
|
|
110
|
|
(10
|
)
|
—
|
|
29,822
|
|
||||||||
Ending balance
|
$
|
118,806
|
|
$
|
—
|
|
$
|
19,273
|
|
$
|
34,287
|
|
$
|
357
|
|
$
|
3,542
|
|
$
|
8,390
|
|
$
|
184,655
|
|
Period end allowance for loan losses allocated to:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Loans individually evaluated for impairment
|
$
|
24,316
|
|
$
|
—
|
|
$
|
—
|
|
$
|
101
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
24,417
|
|
Loans collectively evaluated for impairment
|
94,490
|
|
—
|
|
19,273
|
|
34,186
|
|
357
|
|
3,542
|
|
8,390
|
|
160,238
|
|
||||||||
Total
|
$
|
118,806
|
|
$
|
—
|
|
$
|
19,273
|
|
$
|
34,287
|
|
$
|
357
|
|
$
|
3,542
|
|
$
|
8,390
|
|
$
|
184,655
|
|
Period end loans allocated to:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Loans individually evaluated for impairment
|
$
|
100,676
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,008
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
102,684
|
|
Loans collectively evaluated for impairment
|
9,089,135
|
|
5,308,160
|
|
2,166,208
|
|
3,792,569
|
|
48,684
|
|
264,903
|
|
—
|
|
20,669,659
|
|
||||||||
Total
|
$
|
9,189,811
|
|
$
|
5,308,160
|
|
$
|
2,166,208
|
|
$
|
3,794,577
|
|
$
|
48,684
|
|
$
|
264,903
|
|
$
|
—
|
|
$
|
20,772,343
|
|
(in thousands)
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans
|
$
|
23,367
|
|
|
$
|
55,008
|
|
|
$
|
—
|
|
|
$
|
16,426
|
|
|
$
|
133
|
|
Energy loans
|
12,188
|
|
|
13,363
|
|
|
—
|
|
|
17,135
|
|
|
—
|
|
|||||
Construction
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Commercial
|
7,388
|
|
|
7,388
|
|
|
—
|
|
|
3,215
|
|
|
—
|
|
|||||
Secured by 1-4 family
|
1,233
|
|
|
1,233
|
|
|
—
|
|
|
734
|
|
|
—
|
|
|||||
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equipment leases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total impaired loans with no allowance recorded
|
$
|
44,176
|
|
|
$
|
76,992
|
|
|
$
|
—
|
|
|
$
|
37,510
|
|
|
$
|
133
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans
|
$
|
17,529
|
|
|
$
|
17,564
|
|
|
$
|
4,679
|
|
|
$
|
41,307
|
|
|
$
|
—
|
|
Energy loans
|
25,344
|
|
|
28,105
|
|
|
3,573
|
|
|
25,672
|
|
|
—
|
|
|||||
Construction
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|||||
Commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|
—
|
|
|||||
Secured by 1-4 family
|
236
|
|
|
236
|
|
|
48
|
|
|
188
|
|
|
—
|
|
|||||
Consumer
|
55
|
|
|
55
|
|
|
10
|
|
|
54
|
|
|
—
|
|
|||||
Equipment leases
|
—
|
|
|
—
|
|
|
—
|
|
|
275
|
|
|
—
|
|
|||||
Total impaired loans with an allowance recorded
|
$
|
43,164
|
|
|
$
|
45,960
|
|
|
$
|
8,310
|
|
|
$
|
67,628
|
|
|
$
|
—
|
|
Combined:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans
|
$
|
40,896
|
|
|
$
|
72,572
|
|
|
$
|
4,679
|
|
|
$
|
57,733
|
|
|
$
|
133
|
|
Energy loans
|
37,532
|
|
|
41,468
|
|
|
3,573
|
|
|
42,807
|
|
|
—
|
|
|||||
Construction
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|||||
Commercial
|
7,388
|
|
|
7,388
|
|
|
—
|
|
|
3,298
|
|
|
—
|
|
|||||
Secured by 1-4 family
|
1,469
|
|
|
1,469
|
|
|
48
|
|
|
922
|
|
|
—
|
|
|||||
Consumer
|
55
|
|
|
55
|
|
|
10
|
|
|
54
|
|
|
—
|
|
|||||
Equipment leases
|
—
|
|
|
—
|
|
|
—
|
|
|
275
|
|
|
—
|
|
|||||
Total impaired loans
|
$
|
87,340
|
|
|
$
|
122,952
|
|
|
$
|
8,310
|
|
|
$
|
105,138
|
|
|
$
|
133
|
|
(in thousands)
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans
|
$
|
16,835
|
|
|
$
|
18,257
|
|
|
$
|
—
|
|
|
$
|
22,964
|
|
|
$
|
—
|
|
Energy loans
|
21,426
|
|
|
22,602
|
|
|
—
|
|
|
36,579
|
|
|
—
|
|
|||||
Construction
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Commercial
|
1,096
|
|
|
1,096
|
|
|
—
|
|
|
2,166
|
|
|
—
|
|
|||||
Secured by 1-4 family
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equipment leases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total impaired loans with no allowance recorded
|
$
|
39,357
|
|
|
$
|
41,955
|
|
|
$
|
—
|
|
|
$
|
61,709
|
|
|
$
|
—
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans
|
$
|
18,645
|
|
|
$
|
19,020
|
|
|
$
|
2,544
|
|
|
$
|
16,960
|
|
|
$
|
—
|
|
Energy loans
|
43,770
|
|
|
55,875
|
|
|
21,772
|
|
|
50,867
|
|
|
6
|
|
|||||
Construction
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|||||
Real estate
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
295
|
|
|
295
|
|
|
6
|
|
|
485
|
|
|
—
|
|
|||||
Commercial
|
499
|
|
|
499
|
|
|
75
|
|
|
166
|
|
|
—
|
|
|||||
Secured by 1-4 family
|
118
|
|
|
118
|
|
|
20
|
|
|
516
|
|
|
—
|
|
|||||
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|||||
Equipment leases
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|||||
Total impaired loans with an allowance recorded
|
$
|
63,327
|
|
|
$
|
75,807
|
|
|
$
|
24,417
|
|
|
$
|
69,068
|
|
|
$
|
6
|
|
Combined:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans
|
$
|
35,480
|
|
|
$
|
37,277
|
|
|
$
|
2,544
|
|
|
$
|
39,924
|
|
|
$
|
—
|
|
Energy loans
|
65,196
|
|
|
78,477
|
|
|
21,772
|
|
|
87,446
|
|
|
6
|
|
|||||
Construction
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|||||
Real estate
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
295
|
|
|
295
|
|
|
6
|
|
|
485
|
|
|
—
|
|
|||||
Commercial
|
1,595
|
|
|
1,595
|
|
|
75
|
|
|
2,332
|
|
|
—
|
|
|||||
Secured by 1-4 family
|
118
|
|
|
118
|
|
|
20
|
|
|
516
|
|
|
—
|
|
|||||
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|||||
Equipment leases
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|||||
Total impaired loans
|
$
|
102,684
|
|
|
$
|
117,762
|
|
|
$
|
24,417
|
|
|
$
|
130,777
|
|
|
$
|
6
|
|
(in thousands)
|
30-59 Days
Past Due
|
|
60-89 Days
Past Due
|
|
Greater Than
90 Days(1)
|
|
Total Past
Due
|
|
Non-accrual
|
|
Current
|
|
Total
|
||||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Business loans
|
$
|
16,845
|
|
|
$
|
13,680
|
|
|
$
|
9,163
|
|
|
$
|
39,688
|
|
|
$
|
40,331
|
|
|
$
|
8,662,285
|
|
|
$
|
8,742,304
|
|
Energy
|
—
|
|
|
1,150
|
|
|
—
|
|
|
1,150
|
|
|
37,532
|
|
|
1,592,302
|
|
|
1,630,984
|
|
|||||||
Mortgage finance loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,877,524
|
|
|
5,877,524
|
|
|||||||
Construction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Market risk
|
—
|
|
|
2,551
|
|
|
—
|
|
|
2,551
|
|
|
—
|
|
|
2,028,062
|
|
|
2,030,613
|
|
|||||||
Commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64,957
|
|
|
64,957
|
|
|||||||
Secured by 1-4 family
|
59
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
25,337
|
|
|
25,396
|
|
|||||||
Real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Market risk
|
1,738
|
|
|
—
|
|
|
—
|
|
|
1,738
|
|
|
—
|
|
|
2,786,299
|
|
|
2,788,037
|
|
|||||||
Commercial
|
1,643
|
|
|
4,595
|
|
|
—
|
|
|
6,238
|
|
|
988
|
|
|
776,232
|
|
|
783,458
|
|
|||||||
Secured by 1-4 family
|
1,484
|
|
|
44
|
|
|
190
|
|
|
1,718
|
|
|
1,469
|
|
|
354,435
|
|
|
357,622
|
|
|||||||
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
63,383
|
|
|
63,438
|
|
|||||||
Equipment leases
|
256
|
|
|
—
|
|
|
—
|
|
|
256
|
|
|
—
|
|
|
311,935
|
|
|
312,191
|
|
|||||||
Total loans held for investment
|
$
|
22,025
|
|
|
$
|
22,020
|
|
|
$
|
9,353
|
|
|
$
|
53,398
|
|
|
$
|
80,375
|
|
|
$
|
22,542,751
|
|
|
$
|
22,676,524
|
|
(1)
|
Loans past due 90 days and still accruing includes premium finance loans of
$9.2 million
. These loans are generally secured by obligations of insurance carriers to refund premiums on canceled insurance policies. The refund of premiums from the insurance carriers can take 180 days or longer from the cancellation date.
|
|
|
Extended Maturity
|
|
Adjusted Payment Schedule
|
|
Total
|
|||||||||||||
(in thousands, except number of contracts)
|
|
Number of Contracts
|
Balance at Period End
|
|
Number of Contracts
|
Balance at Period End
|
|
Number of Contracts
|
Balance at Period End
|
||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans
|
|
—
|
|
$
|
—
|
|
|
2
|
|
$
|
2,411
|
|
|
2
|
|
$
|
2,411
|
|
|
Energy loans
|
|
—
|
|
—
|
|
|
5
|
|
10,047
|
|
|
5
|
|
10,047
|
|
||||
Total
|
|
—
|
|
$
|
—
|
|
|
7
|
|
$
|
12,458
|
|
|
$
|
7
|
|
$
|
12,458
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans
|
|
1
|
|
$
|
712
|
|
|
2
|
|
$
|
6,928
|
|
|
$
|
3
|
|
$
|
7,640
|
|
Energy loans
|
|
1
|
|
—
|
|
|
—
|
|
—
|
|
|
1
|
|
—
|
|
||||
Total
|
|
2
|
|
$
|
712
|
|
|
2
|
|
$
|
6,928
|
|
|
$
|
4
|
|
$
|
7,640
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning balance
|
$
|
11,742
|
|
|
$
|
18,961
|
|
|
$
|
278
|
|
Additions
|
—
|
|
|
—
|
|
|
18,822
|
|
|||
Sales
|
(11,663
|
)
|
|
(1,108
|
)
|
|
(139
|
)
|
|||
Valuation allowance for OREO
|
—
|
|
|
—
|
|
|
—
|
|
|||
Direct write-downs
|
—
|
|
|
(6,111
|
)
|
|
—
|
|
|||
Ending balance
|
$
|
79
|
|
|
$
|
11,742
|
|
|
$
|
18,961
|
|
|
|
Year Ended December 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Outstanding balance:
|
|
|
|
|
||||
Beginning balance
|
|
$
|
1,012,580
|
|
|
$
|
980,414
|
|
Loans purchased
|
|
6,753,709
|
|
|
5,556,964
|
|
||
Payments and loans sold
|
|
(5,816,504
|
)
|
|
(5,524,798
|
)
|
||
Ending balance(1)
|
|
1,949,785
|
|
|
1,012,580
|
|
||
Fair value adjustment:
|
|
|
|
|
||||
Beginning balance
|
|
(1,576
|
)
|
|
8,333
|
|
||
Increase/(decrease) to fair value
|
|
21,265
|
|
|
9,909
|
|
||
Ending balance
|
|
19,689
|
|
|
(1,576
|
)
|
||
Loans held for sale at fair value(1)
|
|
$
|
1,969,474
|
|
|
$
|
1,011,004
|
|
(1)
|
Includes
$299,000
and
$3.3 million
of loans held for sale that are carried at lower of cost or market as of
December 31, 2018
and
2017
, respectively.
|
|
Year Ended December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
MSRs:
|
|
|
|
||||
Balance, beginning of year
|
$
|
88,150
|
|
|
$
|
28,536
|
|
Capitalized servicing rights
|
39,149
|
|
|
67,970
|
|
||
Amortization
|
(9,278
|
)
|
|
(8,356
|
)
|
||
Sales
|
(75,547
|
)
|
|
—
|
|
||
Balance, end of period
|
$
|
42,474
|
|
|
$
|
88,150
|
|
Valuation allowance:
|
|
|
|
||||
Balance, beginning of year
|
$
|
2,823
|
|
|
$
|
—
|
|
Increase in valuation allowance
|
(2,823
|
)
|
|
2,823
|
|
||
Balance, end of period
|
$
|
—
|
|
|
$
|
2,823
|
|
MSRs, net(1)
|
$
|
42,474
|
|
|
$
|
85,327
|
|
MSRs, fair value
|
$
|
44,502
|
|
|
$
|
86,321
|
|
|
December 31,
|
||||
|
2018
|
|
2017
|
||
Average discount rates
|
9.55
|
%
|
|
9.90
|
%
|
Expected prepayment speeds
|
9.77
|
%
|
|
9.99
|
%
|
Weighted-average life, in years
|
7.0
|
|
|
7.0
|
|
|
December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
50 bp adverse change in prepayment speed
|
$
|
(6,028
|
)
|
|
$
|
(11,896
|
)
|
100 bp adverse change in prepayment speed
|
(11,629
|
)
|
|
(28,226
|
)
|
(in thousands)
|
Gross Goodwill
and Intangible
Assets
|
|
Accumulated
Amortization
|
|
Net
Goodwill
and
Intangible
Assets
|
||||||
December 31, 2018
|
|
|
|
|
|
||||||
Goodwill
|
$
|
15,468
|
|
|
$
|
(374
|
)
|
|
$
|
15,094
|
|
Intangible assets—customer relationships and trademarks
|
9,006
|
|
|
(5,530
|
)
|
|
3,476
|
|
|||
Total goodwill and intangible assets
|
$
|
24,474
|
|
|
$
|
(5,904
|
)
|
|
$
|
18,570
|
|
December 31, 2017
|
|
|
|
|
|
||||||
Goodwill
|
$
|
15,468
|
|
|
$
|
(374
|
)
|
|
$
|
15,094
|
|
Intangible assets—customer relationships and trademarks
|
9,006
|
|
|
(5,060
|
)
|
|
3,946
|
|
|||
Total goodwill and intangible assets
|
$
|
24,474
|
|
|
$
|
(5,434
|
)
|
|
$
|
19,040
|
|
|
December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Premises
|
$
|
27,999
|
|
|
$
|
25,790
|
|
Furniture and equipment
|
35,130
|
|
|
32,234
|
|
||
Total cost
|
63,129
|
|
|
58,024
|
|
||
Accumulated depreciation
|
(39,327
|
)
|
|
(32,848
|
)
|
||
Total premises and equipment, net
|
$
|
23,802
|
|
|
$
|
25,176
|
|
(in thousands)
|
Minimum
Payments
|
||
2019
|
$
|
14,652
|
|
2020
|
15,549
|
|
|
2021
|
15,846
|
|
|
2022
|
15,012
|
|
|
2023
|
14,070
|
|
|
2024 and thereafter
|
28,666
|
|
|
Total
|
$
|
103,795
|
|
|
December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Non-interest-bearing demand deposits
|
$
|
7,317,161
|
|
|
$
|
7,812,660
|
|
Interest-bearing deposits
|
|
|
|
||||
Transaction
|
3,051,535
|
|
|
2,567,208
|
|
||
Savings
|
8,222,893
|
|
|
8,214,059
|
|
||
Time
|
2,014,524
|
|
|
529,253
|
|
||
Total interest-bearing deposits
|
13,288,952
|
|
|
11,310,520
|
|
||
Total deposits
|
$
|
20,606,113
|
|
|
$
|
19,123,180
|
|
(dollar amounts in thousands)
|
|
Federal Funds Purchased
|
|
Customer Repurchase Agreements
|
|
FHLB Borrowings
|
||||||
December 31, 2018
|
|
|
|
|
|
|
||||||
Amount outstanding at year-end
|
|
$
|
629,169
|
|
|
$
|
12,005
|
|
|
$
|
3,900,000
|
|
Interest rate at year-end
|
|
2.54
|
%
|
|
0.09
|
%
|
|
2.56
|
%
|
|||
Average balance outstanding during the year
|
|
$
|
323,140
|
|
|
$
|
9,812
|
|
|
$
|
1,769,452
|
|
Weighted-average interest rate during the year
|
|
2.02
|
%
|
|
0.09
|
%
|
|
2.05
|
%
|
|||
Maximum month-end outstanding during the year
|
|
$
|
629,169
|
|
|
$
|
13,835
|
|
|
$
|
4,000,000
|
|
December 31, 2017
|
|
|
|
|
|
|
||||||
Amount outstanding at year-end
|
|
$
|
359,338
|
|
|
$
|
5,702
|
|
|
$
|
2,800,000
|
|
Interest rate at year-end
|
|
1.45
|
%
|
|
0.03
|
%
|
|
1.35
|
%
|
|||
Average balance outstanding during the year
|
|
$
|
215,895
|
|
|
$
|
6,590
|
|
|
$
|
1,395,753
|
|
Weighted-average interest rate during the year
|
|
1.20
|
%
|
|
0.04
|
%
|
|
1.08
|
%
|
|||
Maximum month-end outstanding during the year
|
|
$
|
544,203
|
|
|
$
|
8,727
|
|
|
$
|
2,800,000
|
|
December 31, 2016
|
|
|
|
|
|
|
||||||
Amount outstanding at year-end
|
|
$
|
101,800
|
|
|
$
|
7,775
|
|
|
$
|
2,000,000
|
|
Interest rate at year-end
|
|
0.80
|
%
|
|
0.05
|
%
|
|
0.61
|
%
|
|||
Average balance outstanding during the year
|
|
$
|
90,904
|
|
|
$
|
15,380
|
|
|
$
|
1,367,267
|
|
Weighted-average interest rate during the year
|
|
0.57
|
%
|
|
0.06
|
%
|
|
0.43
|
%
|
|||
Maximum month-end outstanding during the year
|
|
$
|
263,989
|
|
|
$
|
18,884
|
|
|
$
|
2,025,000
|
|
|
December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
FHLB borrowing capacity relating to loans
|
$
|
4,568,842
|
|
|
$
|
3,890,995
|
|
|
$
|
3,057,915
|
|
FHLB borrowing capacity relating to securities
|
721
|
|
|
2,071
|
|
|
1,653
|
|
|||
Total FHLB borrowing capacity(1)
|
$
|
4,569,563
|
|
|
$
|
3,893,066
|
|
|
$
|
3,059,568
|
|
Unused Federal funds lines available from commercial banks
|
$
|
620,000
|
|
|
$
|
885,000
|
|
|
$
|
1,118,000
|
|
Unused Federal Reserve Borrowings capacity
|
$
|
4,933,965
|
|
|
$
|
4,114,594
|
|
|
$
|
3,179,087
|
|
Unused revolving line of credit(2)
|
$
|
130,000
|
|
|
$
|
130,000
|
|
|
$
|
130,000
|
|
(1)
|
FHLB borrowings are collateralized by a blanket floating lien on certain real estate secured loans, mortgage finance assets and also certain pledged securities.
|
(2)
|
Unsecured revolving, non-amortizing line of credit with maturity date of December 17, 2019. Proceeds may be used for general corporate purposes, including funding regulatory capital infusions into the Bank. The loan agreement contains customary financial covenants and restrictions.
No
borrowings were made against this line of credit during 2018 or 2017; the average borrowings during the year ended December 31, 2016 were
$6.8 million
.
|
(dollar amounts in thousands)
|
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
|
|
Year Ended December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Beginning balance of allowance for off-balance sheet credit losses
|
$
|
9,071
|
|
|
$
|
11,422
|
|
Provision for off-balance sheet credit losses
|
2,363
|
|
|
(2,351
|
)
|
||
Ending balance of allowance for off-balance sheet credit losses
|
$
|
11,434
|
|
|
$
|
9,071
|
|
|
|
|
|
||||
Commitments to extend credit - period end balance
|
$
|
8,030,198
|
|
|
$
|
6,957,847
|
|
Standby letters of credit - period end balance
|
$
|
236,537
|
|
|
$
|
230,958
|
|
|
|
Actual
|
|
Minimum Capital Required - Basel III Phase-In Schedule
|
|
Minimum capital Required - Basel III Fully Phased-In
|
|
Required to be Considered Well Capitalized
|
|||||||||||||||
(dollars in thousands)
|
|
Capital Amount
|
Ratio
|
|
Capital Amount
|
Ratio
|
|
Capital Amount
|
Ratio
|
|
Capital Amount
|
Ratio
|
|||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
CET1
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Company
|
|
$
|
2,330,599
|
|
8.58
|
%
|
|
$
|
1,732,501
|
|
6.38
|
%
|
|
$
|
1,902,354
|
|
7.00
|
%
|
|
N/A
|
|
N/A
|
|
Bank
|
|
2,340,988
|
|
8.62
|
%
|
|
1,731,955
|
|
6.38
|
%
|
|
1,901,755
|
|
7.00
|
%
|
|
1,765,915
|
|
6.50
|
%
|
|||
Total capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Company
|
|
3,074,097
|
|
11.31
|
%
|
|
2,683,679
|
|
9.88
|
%
|
|
2,853,532
|
|
10.50
|
%
|
|
N/A
|
|
N/A
|
|
|||
Bank
|
|
2,925,872
|
|
10.77
|
%
|
|
2,682,833
|
|
9.88
|
%
|
|
2,852,632
|
|
10.50
|
%
|
|
2,716,793
|
|
10.00
|
%
|
|||
Tier 1 capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Company
|
|
2,589,374
|
|
9.53
|
%
|
|
2,140,149
|
|
7.88
|
%
|
|
2,310,002
|
|
8.50
|
%
|
|
N/A
|
|
N/A
|
|
|||
Bank
|
|
2,499,763
|
|
9.20
|
%
|
|
2,139,474
|
|
7.88
|
%
|
|
2,309,274
|
|
8.50
|
%
|
|
2,173,434
|
|
8.00
|
%
|
|||
Tier 1 capital (to average assets)(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Company
|
|
2,589,374
|
|
9.87
|
%
|
|
1,049,694
|
|
4.00
|
%
|
|
1,049,694
|
|
4.00
|
%
|
|
N/A
|
|
N/A
|
|
|||
Bank
|
|
2,499,763
|
|
9.53
|
%
|
|
1,049,296
|
|
4.00
|
%
|
|
1,049,296
|
|
4.00
|
%
|
|
1,311,620
|
|
5.00
|
%
|
|||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
CET1
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Company
|
|
$
|
2,033,830
|
|
8.45
|
%
|
|
$
|
1,384,448
|
|
5.75
|
%
|
|
$
|
1,685,464
|
|
7.00
|
%
|
|
N/A
|
|
N/A
|
|
Bank
|
|
1,992,152
|
|
8.28
|
%
|
|
1,383,475
|
|
5.75
|
%
|
|
1,684,231
|
|
7.00
|
%
|
|
1,563,929
|
|
6.50
|
%
|
|||
Total capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Company
|
|
2,768,153
|
|
11.50
|
%
|
|
2,227,221
|
|
9.25
|
%
|
|
2,528,196
|
|
10.50
|
%
|
|
N/A
|
|
N/A
|
|
|||
Bank
|
|
2,567,961
|
|
10.67
|
%
|
|
2,225,591
|
|
9.25
|
%
|
|
2,526,347
|
|
10.50
|
%
|
|
2,406,044
|
|
10.00
|
%
|
|||
Tier 1 capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Company
|
|
2,293,016
|
|
9.52
|
%
|
|
1,745,659
|
|
7.25
|
%
|
|
2,046,635
|
|
8.50
|
%
|
|
N/A
|
|
N/A
|
|
|||
Bank
|
|
2,151,338
|
|
8.94
|
%
|
|
1,744,382
|
|
7.25
|
%
|
|
2,045,138
|
|
8.50
|
%
|
|
1,924,835
|
|
8.00
|
%
|
|||
Tier 1 capital (to average assets)(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Company
|
|
2,293,016
|
|
9.15
|
%
|
|
1,002,494
|
|
4.00
|
%
|
|
1,002,494
|
|
4.00
|
%
|
|
N/A
|
|
N/A
|
|
|||
Bank
|
|
2,151,338
|
|
8.59
|
%
|
|
1,002,144
|
|
4.00
|
%
|
|
1,002,144
|
|
4.00
|
%
|
|
1,252,680
|
|
5.00
|
%
|
(1)
|
The Tier 1 capital ratio (to average assets) is not impacted by the Basel III Capital Rules; however, 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.
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||
|
SARs
|
|
Weighted Average Exercise Price
|
|
SARs
|
|
Weighted Average Exercise Price
|
|
SARs
|
|
Weighted Average Exercise Price
|
||||||||||||
SARs outstanding at beginning of year
|
74,363
|
|
|
$
|
30.12
|
|
|
125,863
|
|
|
$
|
31.68
|
|
|
360,544
|
|
|
$
|
25.73
|
|
|||
SARs granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
SARs exercised
|
(33,013
|
)
|
|
31.35
|
|
|
(51,500
|
)
|
|
33.94
|
|
|
(234,681
|
)
|
|
22.54
|
|
||||||
SARs forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
SARs outstanding at year-end
|
41,350
|
|
|
$
|
29.13
|
|
|
74,363
|
|
|
$
|
30.12
|
|
|
125,863
|
|
|
$
|
31.68
|
|
|||
SARs vested and exercisable at year-end
|
39,750
|
|
|
$
|
27.81
|
|
|
60,463
|
|
|
$
|
26.02
|
|
|
94,463
|
|
|
$
|
26.73
|
|
|||
Weighted average remaining contractual life of SARs vested (in years)
|
|
|
2.33
|
|
|
|
|
2.82
|
|
|
|
|
3.62
|
|
|||||||||
Compensation expense
|
$
|
121,000
|
|
|
|
|
$
|
265,000
|
|
|
|
|
$
|
307,000
|
|
|
|
||||||
Unrecognized compensation expense
|
$
|
6,000
|
|
|
|
|
|
$
|
127,000
|
|
|
|
|
|
$
|
392,000
|
|
|
|
|
|||
Weighted average period over which unrecognized compensation expense is expected to be recognized (in years)
|
|
|
0.17
|
|
|
|
|
0.75
|
|
|
|
|
1.52
|
|
|||||||||
Fair value of shares vested during the year
|
$
|
210,807
|
|
|
|
|
$
|
294,000
|
|
|
|
|
$
|
337,000
|
|
|
|
||||||
Weighted average remaining contractual life of SARs (in years)
|
|
|
2.44
|
|
|
|
|
3.35
|
|
|
|
|
4.32
|
|
|||||||||
Intrinsic value of SARs exercised
|
$
|
925,479
|
|
|
|
|
|
$
|
3,802,000
|
|
|
|
|
|
$
|
4,881,000
|
|
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||
|
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
|
423,732
|
|
|
$
|
60.01
|
|
|
425,055
|
|
|
$
|
51.28
|
|
|
333,174
|
|
|
$
|
48.60
|
|
|||
RSUs granted
|
95,891
|
|
|
88.07
|
|
|
121,243
|
|
|
80.40
|
|
|
213,577
|
|
|
51.75
|
|
||||||
RSUs vested
|
(121,507
|
)
|
|
54.97
|
|
|
(102,057
|
)
|
|
48.93
|
|
|
(94,296
|
)
|
|
42.87
|
|
||||||
RSUs forfeited
|
(48,583
|
)
|
|
63.60
|
|
|
(20,509
|
)
|
|
54.75
|
|
|
(27,400
|
)
|
|
51.18
|
|
||||||
RSUs outstanding at year-end
|
349,533
|
|
|
$
|
69.11
|
|
|
423,732
|
|
|
$
|
60.01
|
|
|
425,055
|
|
|
$
|
51.28
|
|
|||
Compensation expense
|
$
|
8,803,000
|
|
|
|
|
$
|
7,790,000
|
|
|
|
|
$
|
4,771,000
|
|
|
|
||||||
Unrecognized compensation expense
|
$
|
16,538,000
|
|
|
|
|
$
|
18,730,000
|
|
|
|
|
$
|
17,167,000
|
|
|
|
||||||
Weighted average period over which unrecognized compensation expense is expected to be recognized (in years)
|
|
|
2.90
|
|
|
|
|
3.15
|
|
|
|
|
3.37
|
|
|||||||||
Weighted average remaining contractual life of RSUs (in years)
|
|
|
8.13
|
|
|
|
|
8.33
|
|
|
|
|
8.65
|
|
|
Year ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
U.S. statutory rate
|
21
|
%
|
|
35
|
%
|
|
35
|
%
|
State taxes
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
Non-deductible expenses
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
Deferred tax asset remeasurement write-off
|
—
|
%
|
|
5
|
%
|
|
—
|
%
|
Non-taxable income
|
(1
|
)%
|
|
(1
|
)%
|
|
(1
|
)%
|
Other
|
(1
|
)%
|
|
(1
|
)%
|
|
—
|
%
|
Effective tax rate
|
21
|
%
|
|
40
|
%
|
|
36
|
%
|
|
December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
||||
Allowance for credit losses
|
$
|
44,224
|
|
|
$
|
42,213
|
|
Loan origination fees
|
11,328
|
|
|
10,084
|
|
||
Stock compensation
|
3,363
|
|
|
4,460
|
|
||
Non-accrual interest
|
1,724
|
|
|
1,680
|
|
||
Non-qualified deferred compensation
|
2,211
|
|
|
1,217
|
|
||
Other
|
2,517
|
|
|
3,380
|
|
||
Total deferred tax assets
|
65,367
|
|
|
63,034
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Loan origination costs
|
(2,049
|
)
|
|
(1,304
|
)
|
||
Leases
|
(9,000
|
)
|
|
(6,850
|
)
|
||
MSRs
|
(9,184
|
)
|
|
(17,619
|
)
|
||
Depreciation
|
(8,233
|
)
|
|
(7,354
|
)
|
||
Unrealized gain on securities
|
(138
|
)
|
|
(138
|
)
|
||
Other
|
(2,662
|
)
|
|
(2,068
|
)
|
||
Total deferred tax liabilities
|
(31,266
|
)
|
|
(35,333
|
)
|
||
Net deferred tax asset
|
$
|
34,101
|
|
|
$
|
27,701
|
|
Level 1
|
Quoted prices in active markets for identical assets or liabilities.
|
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 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.
|
|
Fair Value Measurements Using
|
||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
December 31, 2018
|
|
|
|
|
|
||||||
Available-for-sale debt securities:(1)
|
|
|
|
|
|
||||||
Residential mortgage-backed securities
|
$
|
—
|
|
|
$
|
7,242
|
|
|
$
|
—
|
|
Tax-exempt asset-backed securities
|
—
|
|
|
—
|
|
|
95,804
|
|
|||
Equity securities(1)(2)
|
10,262
|
|
|
6,908
|
|
|
—
|
|
|||
Loans held for sale(3)
|
—
|
|
|
1,952,760
|
|
|
16,415
|
|
|||
Loans held for investment(4)(6)
|
—
|
|
|
—
|
|
|
29,885
|
|
|||
OREO(5)(6)
|
—
|
|
|
—
|
|
|
79
|
|
|||
Derivative assets(7)
|
—
|
|
|
21,806
|
|
|
—
|
|
|||
Derivative liabilities(7)
|
—
|
|
|
41,375
|
|
|
—
|
|
|||
Non-qualified deferred compensation plan liabilities(8)
|
10,148
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
December 31, 2017
|
|
|
|
|
|
||||||
Available-for-sale debt securities:(1)
|
|
|
|
|
|
||||||
Residential mortgage-backed securities
|
$
|
—
|
|
|
$
|
10,945
|
|
|
$
|
—
|
|
Equity securities(1)(2)
|
5,460
|
|
|
7,106
|
|
|
—
|
|
|||
Loans held for sale(3)
|
—
|
|
|
1,007,695
|
|
|
—
|
|
|||
Loans held for investment(4)(6)
|
—
|
|
|
—
|
|
|
21,216
|
|
|||
OREO(5)(6)
|
—
|
|
|
—
|
|
|
11,742
|
|
|||
Derivative assets(7)
|
—
|
|
|
16,719
|
|
|
—
|
|
|||
Derivative liabilities(7)
|
—
|
|
|
17,377
|
|
|
—
|
|
|||
Non-qualified deferred compensation plan liabilities(8)
|
5,587
|
|
|
—
|
|
|
—
|
|
(1)
|
Securities are measured at fair value on a recurring basis, generally monthly, except for tax-exempt asset-backed securities which are measured quarterly.
|
(2)
|
Equity securities consist of Community Reinvestment Act funds and investments related to our non-qualified deferred compensation plan.
|
(3)
|
Loans held for sale purchased through our MCA program 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 generally correspond to the fair value of the invested assets, and are measured at fair value on a recurring basis, generally monthly.
|
|
|
|
|
|
|
|
Net Realized/Unrealized Gains (Losses)
|
|
|
||||||||||||||
(in thousands)
|
Balance at Beginning of Period
|
|
Purchases / Additions
|
|
Sales / Reductions
|
|
Realized
|
|
Unrealized
|
|
Balance at End of Period
|
||||||||||||
Year ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tax-exempt asset-backed securities(1)
|
$
|
—
|
|
|
$
|
95,521
|
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
286
|
|
|
$
|
95,804
|
|
Loans held for sale(2)
|
$
|
—
|
|
|
$
|
38,430
|
|
|
$
|
(20,591
|
)
|
|
$
|
(173
|
)
|
|
$
|
(1,251
|
)
|
|
$
|
16,415
|
|
(1)
|
Unrealized gains/(losses) on available-for-sale debt securities are recorded in AOCI. Realized gains/(losses) are recorded in other non-interest income.
|
(2)
|
Realized and unrealized gains/(losses) on loans held for sale are recorded in gain/(loss) on sale of loans held for sale.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
(in thousands)
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Carrying
Amount |
|
Estimated
Fair Value |
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Level 1 inputs:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
3,080,065
|
|
|
$
|
3,080,065
|
|
|
$
|
2,905,591
|
|
|
$
|
2,905,591
|
|
Investment securities
|
10,262
|
|
|
10,262
|
|
|
5,460
|
|
|
5,460
|
|
||||
Level 2 inputs:
|
|
|
|
|
|
|
|
||||||||
Investment securities
|
14,150
|
|
|
14,150
|
|
|
18,051
|
|
|
18,051
|
|
||||
Loans held for sale
|
1,953,059
|
|
|
1,953,059
|
|
|
1,011,004
|
|
|
1,011,004
|
|
||||
Derivative assets
|
21,806
|
|
|
21,806
|
|
|
16,719
|
|
|
16,719
|
|
||||
Level 3 inputs:
|
|
|
|
|
|
|
|
||||||||
Investment securities
|
95,804
|
|
|
95,804
|
|
|
—
|
|
|
—
|
|
||||
Loans held for sale
|
16,415
|
|
|
16,415
|
|
|
—
|
|
|
—
|
|
||||
Loans held for investment, net
|
22,376,552
|
|
|
22,347,876
|
|
|
20,489,757
|
|
|
20,480,802
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Level 2 inputs:
|
|
|
|
|
|
|
|
||||||||
Federal funds purchased
|
629,169
|
|
|
629,169
|
|
|
359,338
|
|
|
359,338
|
|
||||
Customer repurchase agreements
|
12,005
|
|
|
12,005
|
|
|
5,702
|
|
|
5,702
|
|
||||
Other borrowings
|
3,900,000
|
|
|
3,900,000
|
|
|
2,800,000
|
|
|
2,800,000
|
|
||||
Subordinated notes
|
281,767
|
|
|
283,349
|
|
|
281,406
|
|
|
285,485
|
|
||||
Trust preferred subordinated debentures
|
113,406
|
|
|
113,406
|
|
|
113,406
|
|
|
113,406
|
|
||||
Derivative liabilities
|
41,375
|
|
|
41,375
|
|
|
17,377
|
|
|
17,377
|
|
||||
Level 3 inputs:
|
|
|
|
|
|
|
|
||||||||
Deposits
|
20,606,113
|
|
|
20,608,494
|
|
|
19,123,180
|
|
|
19,124,121
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||
|
|
|
Estimated Fair Value
|
|
|
|
Estimated Fair Value
|
||||||||||||||
(in thousands)
|
Notional
Amount
|
|
Asset Derivative
|
Liability Derivative
|
|
Notional
Amount
|
|
Asset Derivative
|
Liability Derivative
|
||||||||||||
Non-hedging derivatives:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial institution counterparties:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial loan/lease interest rate swaps
|
$
|
1,579,328
|
|
|
$
|
7,978
|
|
$
|
16,719
|
|
|
$
|
1,393,764
|
|
|
$
|
4,736
|
|
$
|
15,482
|
|
Commercial loan/lease interest rate caps
|
606,950
|
|
|
1,109
|
|
4
|
|
|
242,700
|
|
|
421
|
|
7
|
|
||||||
Foreign currency forward contracts
|
39,737
|
|
|
2,263
|
|
59
|
|
|
2,466
|
|
|
4
|
|
69
|
|
||||||
Customer counterparties:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial loan/lease interest rate swaps
|
1,579,328
|
|
|
16,719
|
|
7,978
|
|
|
1,393,764
|
|
|
15,482
|
|
4,736
|
|
||||||
Commercial loan/lease interest rate caps
|
606,950
|
|
|
4
|
|
1,109
|
|
|
242,700
|
|
|
7
|
|
421
|
|
||||||
Foreign currency forward contracts
|
39,737
|
|
|
59
|
|
2,263
|
|
|
2,466
|
|
|
69
|
|
4
|
|
||||||
Economic hedging interest rate derivatives:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loan purchase commitments
|
167,984
|
|
|
1,442
|
|
6
|
|
|
253,815
|
|
|
635
|
|
190
|
|
||||||
Forward sale commitments
|
1,928,527
|
|
|
—
|
|
21,005
|
|
|
1,086,224
|
|
|
—
|
|
1,103
|
|
||||||
Gross derivatives
|
|
|
29,574
|
|
49,143
|
|
|
|
|
21,354
|
|
22,012
|
|
||||||||
Offsetting derivative assets/liabilities
|
|
|
(7,768
|
)
|
(7,768
|
)
|
|
|
|
(4,635
|
)
|
(4,635
|
)
|
||||||||
Net derivatives included in the consolidated balance sheets
|
|
|
$
|
21,806
|
|
$
|
41,375
|
|
|
|
|
$
|
16,719
|
|
$
|
17,377
|
|
|
December 31, 2018
Weighted-Average Interest Rate
|
|
December 31, 2017 Weighted-Average Interest Rate
|
||||||||
|
Received
|
|
Paid
|
|
Received
|
|
Paid
|
||||
Non-hedging interest rate swaps
|
4.24
|
%
|
|
4.20
|
%
|
|
3.59
|
%
|
|
4.34
|
%
|
|
December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
89,561
|
|
|
$
|
144,635
|
|
Loans held for investment (net of unearned income)
|
7,500
|
|
|
7,500
|
|
||
Investment in subsidiaries
|
2,534,341
|
|
|
2,184,601
|
|
||
Other assets
|
87,451
|
|
|
86,300
|
|
||
Total assets
|
$
|
2,718,853
|
|
|
$
|
2,423,036
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Other liabilities
|
$
|
1,471
|
|
|
$
|
1,244
|
|
Subordinated notes
|
108,614
|
|
|
108,513
|
|
||
Trust preferred subordinated debentures
|
113,406
|
|
|
113,406
|
|
||
Total liabilities
|
223,491
|
|
|
223,163
|
|
||
Preferred stock
|
150,000
|
|
|
150,000
|
|
||
Common stock
|
502
|
|
|
496
|
|
||
Additional paid-in capital
|
978,042
|
|
|
971,457
|
|
||
Retained earnings
|
1,366,308
|
|
|
1,077,500
|
|
||
Treasury stock
|
(8
|
)
|
|
(8
|
)
|
||
Accumulated other comprehensive income
|
518
|
|
|
428
|
|
||
Total stockholders’ equity
|
2,495,362
|
|
|
2,199,873
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,718,853
|
|
|
$
|
2,423,036
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Interest on loans
|
$
|
3,398
|
|
|
$
|
3,271
|
|
|
$
|
3,250
|
|
Dividend income
|
10,400
|
|
|
10,400
|
|
|
10,400
|
|
|||
Other income
|
142
|
|
|
108
|
|
|
90
|
|
|||
Total income
|
13,940
|
|
|
13,779
|
|
|
13,740
|
|
|||
Other non-interest income
|
7
|
|
|
13
|
|
|
152
|
|
|||
Interest expense
|
12,031
|
|
|
10,908
|
|
|
10,525
|
|
|||
Salaries and employee benefits
|
588
|
|
|
489
|
|
|
431
|
|
|||
Legal and professional
|
2,020
|
|
|
1,700
|
|
|
1,429
|
|
|||
Other non-interest expense
|
2,013
|
|
|
1,761
|
|
|
1,594
|
|
|||
Total expense
|
16,652
|
|
|
14,858
|
|
|
13,979
|
|
|||
Income (loss) before income taxes and equity in undistributed income of subsidiary
|
(2,705
|
)
|
|
(1,066
|
)
|
|
(87
|
)
|
|||
Income tax expense (benefit)
|
(587
|
)
|
|
(371
|
)
|
|
(33
|
)
|
|||
Income (loss) before equity in undistributed income of subsidiary
|
(2,118
|
)
|
|
(695
|
)
|
|
(54
|
)
|
|||
Equity in undistributed income of subsidiary
|
300,758
|
|
|
194,118
|
|
|
151,445
|
|
|||
Net income
|
298,640
|
|
|
193,423
|
|
|
151,391
|
|
|||
Preferred stock dividends
|
9,750
|
|
|
9,750
|
|
|
9,750
|
|
|||
Net income available to common stockholders
|
$
|
288,890
|
|
|
$
|
183,673
|
|
|
$
|
141,641
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
298,640
|
|
|
$
|
193,423
|
|
|
$
|
151,391
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
|
|
||||||
Equity in undistributed income of subsidiary
|
(300,758
|
)
|
|
(194,118
|
)
|
|
(151,445
|
)
|
|||
Amortization
|
101
|
|
|
101
|
|
|
101
|
|
|||
Increase in other assets
|
(1,152
|
)
|
|
(739
|
)
|
|
(10
|
)
|
|||
Excess tax benefits from stock-based compensation arrangements
|
—
|
|
|
—
|
|
|
(2,013
|
)
|
|||
Increase (decrease) in other liabilities
|
227
|
|
|
(40
|
)
|
|
165
|
|
|||
Net cash used in operating activities
|
(2,942
|
)
|
|
(1,373
|
)
|
|
(1,811
|
)
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Net increase in loans held for investment
|
—
|
|
|
(7,500
|
)
|
|
—
|
|
|||
Investments in and advances to subsidiaries
|
(40,000
|
)
|
|
(55,000
|
)
|
|
(57,000
|
)
|
|||
Net cash used in investing activities
|
(40,000
|
)
|
|
(62,500
|
)
|
|
(57,000
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Proceeds from sale of stock related to stock-based awards
|
(2,382
|
)
|
|
(2,241
|
)
|
|
(2,481
|
)
|
|||
Proceeds from sale of common stock
|
—
|
|
|
—
|
|
|
236,467
|
|
|||
Preferred dividends paid
|
(9,750
|
)
|
|
(9,750
|
)
|
|
(9,750
|
)
|
|||
Excess tax benefits from stock-based compensation arrangements
|
—
|
|
|
—
|
|
|
2,013
|
|
|||
Net cash provided by (used in) financing activities
|
(12,132
|
)
|
|
(11,991
|
)
|
|
226,249
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
(55,074
|
)
|
|
(75,864
|
)
|
|
167,438
|
|
|||
Cash and cash equivalents at beginning of year
|
144,635
|
|
|
220,499
|
|
|
53,061
|
|
|||
Cash and cash equivalents at end of year
|
$
|
89,561
|
|
|
$
|
144,635
|
|
|
$
|
220,499
|
|
|
2018 Selected Quarterly Financial Data
|
||||||||||||||
(in thousands, except per share data)
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
||||||||
Interest income
|
$
|
321,718
|
|
|
$
|
301,754
|
|
|
$
|
286,852
|
|
|
$
|
253,869
|
|
Interest expense
|
81,045
|
|
|
69,579
|
|
|
55,140
|
|
|
43,569
|
|
||||
Net interest income
|
240,673
|
|
|
232,175
|
|
|
231,712
|
|
|
210,300
|
|
||||
Provision for credit losses
|
35,000
|
|
|
13,000
|
|
|
27,000
|
|
|
12,000
|
|
||||
Net interest income after provision for credit losses
|
205,673
|
|
|
219,175
|
|
|
204,712
|
|
|
198,300
|
|
||||
Non-interest income
|
15,280
|
|
|
25,518
|
|
|
17,279
|
|
|
19,947
|
|
||||
Non-interest expense
|
129,862
|
|
|
136,143
|
|
|
132,131
|
|
|
126,960
|
|
||||
Income before income taxes
|
91,091
|
|
|
108,550
|
|
|
89,860
|
|
|
91,287
|
|
||||
Income tax expense
|
19,200
|
|
|
22,998
|
|
|
18,424
|
|
|
19,342
|
|
||||
Net income
|
71,891
|
|
|
85,552
|
|
|
71,436
|
|
|
71,945
|
|
||||
Preferred stock dividends
|
2,437
|
|
|
2,438
|
|
|
2,437
|
|
|
2,438
|
|
||||
Net income available to common stockholders
|
$
|
69,454
|
|
|
$
|
83,114
|
|
|
$
|
68,999
|
|
|
$
|
69,507
|
|
Basic earnings per share:
|
$
|
1.38
|
|
|
$
|
1.66
|
|
|
$
|
1.39
|
|
|
$
|
1.40
|
|
Diluted earnings per share:
|
$
|
1.38
|
|
|
$
|
1.65
|
|
|
$
|
1.38
|
|
|
$
|
1.38
|
|
|
2017 Selected Quarterly Financial Data
|
||||||||||||||
(in thousands, except per share data)
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
||||||||
Interest income
|
$
|
249,519
|
|
|
$
|
237,643
|
|
|
$
|
208,191
|
|
|
$
|
183,946
|
|
Interest expense
|
38,870
|
|
|
33,282
|
|
|
25,232
|
|
|
20,587
|
|
||||
Net interest income
|
210,649
|
|
|
204,361
|
|
|
182,959
|
|
|
163,359
|
|
||||
Provision for credit losses
|
2,000
|
|
|
20,000
|
|
|
13,000
|
|
|
9,000
|
|
||||
Net interest income after provision for credit losses
|
208,649
|
|
|
184,361
|
|
|
169,959
|
|
|
154,359
|
|
||||
Non-interest income
|
19,374
|
|
|
19,003
|
|
|
18,769
|
|
|
17,110
|
|
||||
Non-interest expense
|
133,138
|
|
|
114,830
|
|
|
111,814
|
|
|
106,094
|
|
||||
Income before income taxes
|
94,885
|
|
|
88,534
|
|
|
76,914
|
|
|
65,375
|
|
||||
Income tax expense
|
50,143
|
|
|
29,850
|
|
|
25,819
|
|
|
22,833
|
|
||||
Net income
|
44,742
|
|
|
58,684
|
|
|
51,095
|
|
|
42,542
|
|
||||
Preferred stock dividends
|
2,437
|
|
|
2,438
|
|
|
2,437
|
|
|
2,438
|
|
||||
Net income available to common stockholders
|
$
|
42,305
|
|
|
$
|
56,246
|
|
|
$
|
48,658
|
|
|
$
|
40,104
|
|
Basic earnings per share:
|
$
|
0.85
|
|
|
$
|
1.13
|
|
|
$
|
0.98
|
|
|
$
|
0.81
|
|
Diluted earnings per share:
|
$
|
0.84
|
|
|
$
|
1.12
|
|
|
$
|
0.97
|
|
|
$
|
0.80
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
|
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
|
|
3.2
|
|
3.3
|
|
3.4
|
|
3.5
|
|
3.6
|
|
3.7
|
|
4.1
|
|
4.2
|
|
4.3
|
|
4.4
|
|
4.5
|
|
4.6
|
|
4.7
|
|
4.8
|
|
4.9
|
|
4.10
|
|
4.11
|
|
4.12
|
|
4.13
|
4.15
|
|
4.16
|
|
4.17
|
|
4.18
|
|
4.19
|
|
4.20
|
|
4.21
|
|
4.22
|
|
10.1
|
|
10.2
|
|
10.3
|
|
10.4
|
|
10.5
|
|
10.6
|
|
10.7
|
|
10.8
|
|
10.9
|
|
10.10
|
|
10.11
|
|
10.12
|
|
10.13
|
|
10.14
|
|
10.15
|
|
10.16
|
|
10.17
|
|
21
|
|
23.1
|
|
31.1
|
|
31.2
|
|
32.1
|
|
32.2
|
|
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 14, 2019
|
|
TEXAS CAPITAL BANCSHARES, INC.
|
||
|
|
|
|
||
|
|
|
By:
|
|
/S/ C. KEITH CARGILL
|
|
|
|
|
|
C. Keith Cargill
President and Chief Executive Officer
|
Date:
|
February 14, 2019
|
|
/S/ LARRY L. HELM
|
|
|
|
Larry L. Helm
Chairman of the Board and Director
|
|
|
|
|
Date:
|
February 14, 2019
|
|
/S/ JULIE ANDERSON
|
|
|
|
Julie Anderson
Chief Financial Officer
(principal financial officer)
|
|
|
|
|
Date:
|
February 14, 2019
|
|
/S/ ELLEN DETRICH
|
|
|
|
Ellen Detrich
Controller
(principal accounting officer)
|
|
|
|
|
Date:
|
February 14, 2019
|
|
/S/ JONATHAN E. BALIFF
|
|
|
|
Jonathan E. Baliff
Director |
|
|
|
|
Date:
|
February 14, 2019
|
|
/S/ JAMES H. BROWNING
|
|
|
|
James H. Browning
Director
|
|
|
|
|
Date:
|
February 14, 2019
|
|
/S/ DAVID S. HUNTLEY
|
|
|
|
David S. Huntley
Director |
|
|
|
|
Date:
|
February 14, 2019
|
|
/S/ CHARLES S. HYLE
|
|
|
|
Charles S. Hyle
Director
|
|
|
|
|
Date:
|
February 14, 2019
|
|
/S/ ELYSIA H. RAGUSA
|
|
|
|
Elysia H. Ragusa
Director |
|
|
|
|
Date:
|
February 14, 2019
|
|
/S/ STEVEN P. ROSENBERG
|
|
|
|
Steven P. Rosenberg
Director |
|
|
|
|
Date:
|
February 14, 2019
|
|
/S/ ROBERT W. STALLINGS
|
|
|
|
Robert W. Stallings
Director |
|
|
|
|
Date:
|
February 14, 2019
|
|
/S/ DALE W. TREMBLAY
|
|
|
|
Dale W. Tremblay
Director
|
|
|
|
|
Date:
|
February 14, 2019
|
|
/S/ IAN J. TURPIN
|
|
|
|
Ian J. Turpin
Director
|
|
|
|
|
Date:
|
February 14, 2019
|
|
/S/ PATRICIA A. WATSON
|
|
|
|
Patricia A. Watson
Director |
(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-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 14, 2019
|
|
/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 14, 2019
|
|
/S/ Julie Anderson
|
Julie Anderson
|
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 14, 2019
|
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/ Julie Anderson
|
Julie Anderson
|
Chief Financial Officer
|
Date: February 14, 2019
|