☒
|
Quarterly 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
|
TX
|
USA
|
|
|
75201
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
|
TCBI
|
|
Nasdaq Stock Market
|
6.5% Non-Cumulative Perpetual Preferred Stock Series A, par value $0.01 per share
|
|
TCBIP
|
|
Nasdaq Stock Market
|
Large Accelerated Filer
|
x
|
|
Accelerated Filer
|
|
☐
|
|
|
Non-Accelerated Filer
|
☐
|
|
Smaller Reporting Company
|
|
☐
|
|
|
Emerging Growth Company
|
☐
|
|
|
|
|
|
|
|
Item 1.
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
Item 2.
|
||
|
|
||
|
Item 3.
|
||
|
Item 4.
|
||
|
|
||
|
Item 1.
|
||
|
Item 1A.
|
||
|
Item 6.
|
||
|
|
||
(in thousands except share data)
|
September 30, 2020
|
|
December 31, 2019
|
||||
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Cash and due from banks
|
$
|
185,242
|
|
|
$
|
161,817
|
|
Interest-bearing deposits in other banks
|
10,461,544
|
|
|
4,233,766
|
|
||
Federal funds sold and securities purchased under resale agreements
|
—
|
|
|
30,000
|
|
||
Investment securities
|
1,367,313
|
|
|
239,871
|
|
||
Loans held for sale ($639.0 million at September 30, 2020 and $2,571.3 million at December 31, 2019, at fair value)
|
648,009
|
|
|
2,577,134
|
|
||
Loans held for investment, mortgage finance
|
9,378,104
|
|
|
8,169,849
|
|
||
Loans held for investment (net of unearned income)
|
15,789,958
|
|
|
16,476,413
|
|
||
Less: Allowance for credit losses on loans
|
290,165
|
|
|
195,047
|
|
||
Loans held for investment, net
|
24,877,897
|
|
|
24,451,215
|
|
||
Mortgage servicing rights, net
|
95,323
|
|
|
64,904
|
|
||
Premises and equipment, net
|
26,653
|
|
|
31,212
|
|
||
Accrued interest receivable and other assets
|
753,123
|
|
|
740,051
|
|
||
Goodwill and intangible assets, net
|
17,768
|
|
|
18,099
|
|
||
Total assets
|
$
|
38,432,872
|
|
|
$
|
32,548,069
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Non-interest-bearing
|
$
|
12,339,212
|
|
|
$
|
9,438,459
|
|
Interest-bearing
|
19,620,275
|
|
|
17,040,134
|
|
||
Total deposits
|
31,959,487
|
|
|
26,478,593
|
|
||
Accrued interest payable
|
14,674
|
|
|
12,760
|
|
||
Other liabilities
|
354,318
|
|
|
318,094
|
|
||
Federal funds purchased and repurchase agreements
|
208,183
|
|
|
141,766
|
|
||
Other borrowings
|
2,700,000
|
|
|
2,400,000
|
|
||
Subordinated notes, net
|
282,400
|
|
|
282,129
|
|
||
Trust preferred subordinated debentures
|
113,406
|
|
|
113,406
|
|
||
Total liabilities
|
35,632,468
|
|
|
29,746,748
|
|
||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $.01 par value, $1,000 liquidation value:
|
|
|
|
||||
Authorized shares—10,000,000
|
|
|
|
||||
Issued shares—6,000,000 shares issued at September 30, 2020 and December 31, 2019
|
150,000
|
|
|
150,000
|
|
||
Common stock, $.01 par value:
|
|
|
|
||||
Authorized shares—100,000,000
|
|
|
|
||||
Issued shares— 50,455,969 and 50,338,158 at September 30, 2020 and December 31, 2019, respectively
|
504
|
|
|
503
|
|
||
Additional paid-in capital
|
987,754
|
|
|
978,205
|
|
||
Retained earnings
|
1,655,317
|
|
|
1,663,671
|
|
||
Treasury stock (shares at cost: 417 at September 30, 2020 and December 31, 2019)
|
(8
|
)
|
|
(8
|
)
|
||
Accumulated other comprehensive income, net of taxes
|
6,837
|
|
|
8,950
|
|
||
Total stockholders’ equity
|
2,800,404
|
|
|
2,801,321
|
|
||
Total liabilities and stockholders’ equity
|
$
|
38,432,872
|
|
|
$
|
32,548,069
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
(in thousands except per share data)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Interest income
|
|
|
|
|
|
|
|
||||||||
Interest and fees on loans
|
$
|
237,179
|
|
|
$
|
329,344
|
|
|
$
|
768,399
|
|
|
$
|
971,889
|
|
Investment securities
|
3,674
|
|
|
2,316
|
|
|
7,881
|
|
|
6,036
|
|
||||
Federal funds sold and securities purchased under resale agreements
|
1
|
|
|
554
|
|
|
692
|
|
|
1,090
|
|
||||
Interest-bearing deposits in other banks
|
2,877
|
|
|
22,887
|
|
|
24,777
|
|
|
48,540
|
|
||||
Total interest income
|
243,731
|
|
|
355,101
|
|
|
801,749
|
|
|
1,027,555
|
|
||||
Interest expense
|
|
|
|
|
|
|
|
||||||||
Deposits
|
27,830
|
|
|
80,967
|
|
|
122,298
|
|
|
222,550
|
|
||||
Federal funds purchased
|
128
|
|
|
1,835
|
|
|
973
|
|
|
10,553
|
|
||||
Other borrowings
|
3,365
|
|
|
14,703
|
|
|
17,516
|
|
|
46,681
|
|
||||
Subordinated notes
|
4,191
|
|
|
4,191
|
|
|
12,573
|
|
|
12,573
|
|
||||
Trust preferred subordinated debentures
|
648
|
|
|
1,237
|
|
|
2,573
|
|
|
3,863
|
|
||||
Total interest expense
|
36,162
|
|
|
102,933
|
|
|
155,933
|
|
|
296,220
|
|
||||
Net interest income
|
207,569
|
|
|
252,168
|
|
|
645,816
|
|
|
731,335
|
|
||||
Provision for credit losses
|
30,000
|
|
|
11,000
|
|
|
226,000
|
|
|
58,000
|
|
||||
Net interest income after provision for credit losses
|
177,569
|
|
|
241,168
|
|
|
419,816
|
|
|
673,335
|
|
||||
Non-interest income
|
|
|
|
|
|
|
|
|
|||||||
Service charges on deposit accounts
|
2,864
|
|
|
2,707
|
|
|
8,616
|
|
|
8,535
|
|
||||
Wealth management and trust fee income
|
2,502
|
|
|
2,330
|
|
|
7,317
|
|
|
6,468
|
|
||||
Brokered loan fees
|
15,034
|
|
|
8,691
|
|
|
33,813
|
|
|
21,093
|
|
||||
Servicing income
|
7,329
|
|
|
3,549
|
|
|
18,195
|
|
|
9,409
|
|
||||
Swap fees
|
484
|
|
|
1,196
|
|
|
4,709
|
|
|
2,828
|
|
||||
Net gain/(loss) on sale of loans held for sale
|
25,242
|
|
|
(6,011
|
)
|
|
51,265
|
|
|
(12,502
|
)
|
||||
Other
|
6,893
|
|
|
7,839
|
|
|
18,715
|
|
|
38,848
|
|
||||
Total non-interest income
|
60,348
|
|
|
20,301
|
|
|
142,630
|
|
|
74,679
|
|
||||
Non-interest expense
|
|
|
|
|
|
|
|
|
|||||||
Salaries and employee benefits
|
84,096
|
|
|
80,722
|
|
|
262,080
|
|
|
238,235
|
|
||||
Net occupancy expense
|
8,736
|
|
|
8,125
|
|
|
26,582
|
|
|
23,914
|
|
||||
Marketing
|
3,636
|
|
|
14,753
|
|
|
20,146
|
|
|
40,548
|
|
||||
Legal and professional
|
11,207
|
|
|
11,394
|
|
|
40,003
|
|
|
31,428
|
|
||||
Communications and technology
|
31,098
|
|
|
10,805
|
|
|
87,649
|
|
|
31,025
|
|
||||
FDIC insurance assessment
|
6,374
|
|
|
5,220
|
|
|
19,363
|
|
|
14,480
|
|
||||
Servicing-related expenses
|
12,287
|
|
|
8,165
|
|
|
48,758
|
|
|
19,613
|
|
||||
Merger-related expenses
|
—
|
|
|
—
|
|
|
17,756
|
|
|
—
|
|
||||
Other
|
8,307
|
|
|
10,245
|
|
|
31,173
|
|
|
33,420
|
|
||||
Total non-interest expense
|
165,741
|
|
|
149,429
|
|
|
553,510
|
|
|
432,663
|
|
||||
Income before income taxes
|
72,176
|
|
|
112,040
|
|
|
8,936
|
|
|
315,351
|
|
||||
Income tax expense
|
15,060
|
|
|
23,958
|
|
|
2,823
|
|
|
67,756
|
|
||||
Net income
|
57,116
|
|
|
88,082
|
|
|
6,113
|
|
|
247,595
|
|
||||
Preferred stock dividends
|
2,438
|
|
|
2,438
|
|
|
7,313
|
|
|
7,313
|
|
||||
Net income/(loss) available to common stockholders
|
$
|
54,678
|
|
|
$
|
85,644
|
|
|
$
|
(1,200
|
)
|
|
$
|
240,282
|
|
Other comprehensive income/(loss)
|
|
|
|
|
|
|
|
|
|||||||
Change in unrealized gain/(loss) on available-for-sale debt securities arising during period, before tax
|
$
|
8,053
|
|
|
$
|
884
|
|
|
$
|
(2,674
|
)
|
|
$
|
10,752
|
|
Income tax expense/(benefit) related to unrealized loss on available-for-sale debt securities
|
1,692
|
|
|
186
|
|
|
(561
|
)
|
|
2,259
|
|
||||
Other comprehensive income/(loss), net of tax
|
6,361
|
|
|
698
|
|
|
(2,113
|
)
|
|
8,493
|
|
||||
Comprehensive income
|
$
|
63,477
|
|
|
$
|
88,780
|
|
|
$
|
4,000
|
|
|
$
|
256,088
|
|
Basic earnings/(loss) per common share
|
$
|
1.08
|
|
|
$
|
1.70
|
|
|
$
|
(0.02
|
)
|
|
$
|
4.78
|
|
Diluted earnings/(loss) per common share
|
$
|
1.08
|
|
|
$
|
1.70
|
|
|
$
|
(0.02
|
)
|
|
$
|
4.77
|
|
|
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 June 30, 2019
|
6,000,000
|
|
|
$
|
150,000
|
|
|
50,297,969
|
|
|
$
|
503
|
|
|
$
|
972,219
|
|
|
$
|
1,516,044
|
|
|
(417
|
)
|
|
$
|
(8
|
)
|
|
$
|
8,313
|
|
|
$
|
2,647,071
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88,082
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88,082
|
|
|||||||
Change in unrealized gain on available-for-sale securities, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
698
|
|
|
698
|
|
|||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
88,780
|
|
||||||||||||||||
Stock-based compensation expense recognized in earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,023
|
|
|||||||
Preferred stock dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,438
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,438
|
)
|
|||||||
Issuance of stock related to stock-based awards
|
—
|
|
|
—
|
|
|
20,102
|
|
|
—
|
|
|
(443
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(443
|
)
|
|||||||
Balance at September 30, 2019
|
6,000,000
|
|
|
$
|
150,000
|
|
|
50,318,071
|
|
|
$
|
503
|
|
|
$
|
974,799
|
|
|
$
|
1,601,688
|
|
|
(417
|
)
|
|
$
|
(8
|
)
|
|
$
|
9,011
|
|
|
$
|
2,735,993
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance at June 30, 2020
|
6,000,000
|
|
|
$
|
150,000
|
|
|
50,436,089
|
|
|
$
|
504
|
|
|
$
|
983,144
|
|
|
$
|
1,600,639
|
|
|
(417
|
)
|
|
$
|
(8
|
)
|
|
$
|
476
|
|
|
$
|
2,734,755
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,116
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,116
|
|
|||||||
Change in unrealized gain on available-for-sale securities, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,361
|
|
|
6,361
|
|
|||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,477
|
|
||||||||||||||||
Stock-based compensation expense recognized in earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,799
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,799
|
|
|||||||
Preferred stock dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,438
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,438
|
)
|
|||||||
Issuance of stock related to stock-based awards
|
—
|
|
|
—
|
|
|
19,880
|
|
|
—
|
|
|
(189
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(189
|
)
|
|||||||
Balance at September 30, 2020
|
6,000,000
|
|
|
$
|
150,000
|
|
|
50,455,969
|
|
|
$
|
504
|
|
|
$
|
987,754
|
|
|
$
|
1,655,317
|
|
|
(417
|
)
|
|
$
|
(8
|
)
|
|
$
|
6,837
|
|
|
$
|
2,800,404
|
|
|
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, 2018 (audited)
|
6,000,000
|
|
|
$
|
150,000
|
|
|
50,201,127
|
|
|
$
|
502
|
|
|
$
|
967,890
|
|
|
$
|
1,361,406
|
|
|
(417
|
)
|
|
$
|
(8
|
)
|
|
$
|
518
|
|
|
$
|
2,480,308
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
247,595
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
247,595
|
|
|||||||
Change in unrealized gain on available-for-sale securities, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,493
|
|
|
8,493
|
|
|||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
256,088
|
|
||||||||||||||||
Stock-based compensation expense recognized in earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,565
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,565
|
|
|||||||
Preferred stock dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,313
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,313
|
)
|
|||||||
Issuance of stock related to stock-based awards
|
—
|
|
|
—
|
|
|
108,176
|
|
|
1
|
|
|
(1,656
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,655
|
)
|
|||||||
Issuance of common stock related to warrants
|
—
|
|
|
—
|
|
|
8,768
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at September 30, 2019
|
6,000,000
|
|
|
$
|
150,000
|
|
|
50,318,071
|
|
|
$
|
503
|
|
|
$
|
974,799
|
|
|
$
|
1,601,688
|
|
|
(417
|
)
|
|
$
|
(8
|
)
|
|
$
|
9,011
|
|
|
$
|
2,735,993
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance at December 31, 2019 (audited)
|
6,000,000
|
|
|
$
|
150,000
|
|
|
50,338,158
|
|
|
$
|
503
|
|
|
$
|
978,205
|
|
|
$
|
1,663,671
|
|
|
(417
|
)
|
|
$
|
(8
|
)
|
|
$
|
8,950
|
|
|
$
|
2,801,321
|
|
Impact of adoption of new accounting standards, net of taxes(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,154
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,154
|
)
|
|||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,113
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,113
|
|
|||||||
Change in unrealized gain on available-for-sale securities, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,113
|
)
|
|
(2,113
|
)
|
|||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000
|
|
||||||||||||||||
Stock-based compensation expense recognized in earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,348
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,348
|
|
|||||||
Preferred stock dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,313
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,313
|
)
|
|||||||
Issuance of stock related to stock-based awards
|
—
|
|
|
—
|
|
|
117,811
|
|
|
1
|
|
|
(1,799
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,798
|
)
|
|||||||
Balance at September 30, 2020
|
6,000,000
|
|
|
$
|
150,000
|
|
|
50,455,969
|
|
|
$
|
504
|
|
|
$
|
987,754
|
|
|
$
|
1,655,317
|
|
|
(417
|
)
|
|
$
|
(8
|
)
|
|
$
|
6,837
|
|
|
$
|
2,800,404
|
|
(1)
|
Represents the impact of adopting Accounting Standard Update ("ASU") 2016-13. See Note 1 to the consolidated financial statements for more information.
|
|
Nine months ended September 30,
|
||||||
(in thousands)
|
2020
|
|
2019
|
||||
Operating activities
|
|
|
|
||||
Net income
|
$
|
6,113
|
|
|
$
|
247,595
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Provision for credit losses
|
226,000
|
|
|
58,000
|
|
||
Depreciation and amortization
|
51,716
|
|
|
26,085
|
|
||
Net (gain)/loss on sale of loans held for sale
|
(51,265
|
)
|
|
12,502
|
|
||
Increase in valuation allowance on mortgage servicing rights
|
20,933
|
|
|
8,360
|
|
||
Stock-based compensation expense
|
12,064
|
|
|
12,973
|
|
||
Purchases and originations of loans held for sale
|
(8,963,499
|
)
|
|
(7,288,823
|
)
|
||
Proceeds from sales and repayments of loans held for sale
|
10,859,458
|
|
|
6,534,879
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accrued interest receivable and other assets
|
(16,912
|
)
|
|
(156,803
|
)
|
||
Accrued interest payable and other liabilities
|
25,222
|
|
|
115,636
|
|
||
Net cash provided by/(used in) operating activities
|
2,169,830
|
|
|
(429,596
|
)
|
||
Investing activities
|
|
|
|
||||
Purchases of investment securities
|
(1,140,935
|
)
|
|
(111,131
|
)
|
||
Principal payments received on investment securities
|
12,042
|
|
|
5,534
|
|
||
Originations of mortgage finance loans
|
(157,016,926
|
)
|
|
(99,799,613
|
)
|
||
Proceeds from pay-offs of mortgage finance loans
|
155,808,671
|
|
|
97,725,705
|
|
||
Net decrease/(increase) in loans held for investment, excluding mortgage finance loans
|
553,026
|
|
|
(143,741
|
)
|
||
Purchase of premises and equipment, net
|
(2,705
|
)
|
|
(15,047
|
)
|
||
Proceeds from sale of other real estate owned, net
|
—
|
|
|
79
|
|
||
Net cash used in investing activities
|
(1,786,827
|
)
|
|
(2,338,214
|
)
|
||
Financing activities
|
|
|
|
||||
Net increase in deposits
|
5,480,894
|
|
|
6,807,190
|
|
||
Costs from issuance of stock related to stock-based awards and warrants
|
(1,798
|
)
|
|
(1,655
|
)
|
||
Preferred dividends paid
|
(7,313
|
)
|
|
(7,313
|
)
|
||
Net increase/(decrease) in other borrowings
|
300,000
|
|
|
(1,400,000
|
)
|
||
Net increase/(decrease) in federal funds purchased and repurchase agreements
|
66,417
|
|
|
(501,207
|
)
|
||
Net cash provided by financing activities
|
5,838,200
|
|
|
4,897,015
|
|
||
Net increase in cash and cash equivalents
|
6,221,203
|
|
|
2,129,205
|
|
||
Cash and cash equivalents at beginning of period
|
4,425,583
|
|
|
3,080,065
|
|
||
Cash and cash equivalents at end of period
|
$
|
10,646,786
|
|
|
$
|
5,209,270
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
154,019
|
|
|
$
|
282,559
|
|
Cash paid during the period for income taxes
|
21,747
|
|
|
85,314
|
|
(in thousands)
|
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Other liabilities
|
|
$
|
287,157
|
|
|
$
|
30,937
|
|
|
$
|
318,094
|
|
Total liabilities
|
|
29,715,811
|
|
|
30,937
|
|
|
29,746,748
|
|
|||
Retained Earnings
|
|
1,694,608
|
|
|
(30,937
|
)
|
|
1,663,671
|
|
|||
Total Equity
|
|
2,832,258
|
|
|
(30,937
|
)
|
|
2,801,321
|
|
|
Three Months Ended September 30, 2019
|
|
Nine Months Ended September 30, 2019
|
||||||||||||||||||||
(in thousands)
|
As Reported
|
|
Adjustment
|
|
As Revised
|
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||||||||
Salaries and employee benefits expense
|
$
|
80,106
|
|
|
$
|
616
|
|
|
$
|
80,722
|
|
|
$
|
234,818
|
|
|
$
|
3,417
|
|
|
$
|
238,235
|
|
Other non-interest expense
|
10,802
|
|
|
(557
|
)
|
|
10,245
|
|
|
35,483
|
|
|
(2,063
|
)
|
|
33,420
|
|
||||||
Total non-interest expense
|
149,370
|
|
|
59
|
|
|
149,429
|
|
|
431,309
|
|
|
1,354
|
|
|
432,663
|
|
||||||
Income before tax
|
112,099
|
|
|
(59
|
)
|
|
112,040
|
|
|
316,705
|
|
|
(1,354
|
)
|
|
315,351
|
|
||||||
Net income
|
88,141
|
|
|
(59
|
)
|
|
88,082
|
|
|
248,949
|
|
|
(1,354
|
)
|
|
247,595
|
|
||||||
Net income available to common stockholders
|
85,703
|
|
|
(59
|
)
|
|
85,644
|
|
|
241,636
|
|
|
(1,354
|
)
|
|
240,282
|
|
||||||
Comprehensive income
|
88,839
|
|
|
(59
|
)
|
|
88,780
|
|
|
257,442
|
|
|
(1,354
|
)
|
|
256,088
|
|
|
Three Months Ended September 30, 2019
|
|
Nine Months Ended September 30, 2019
|
||||||||||||||||||||
(in thousands)
|
As Reported
|
|
Adjustment
|
|
As Revised
|
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||||||||
Beginning balance retained earnings
|
$
|
1,537,425
|
|
|
$
|
(21,381
|
)
|
|
$
|
1,516,044
|
|
|
$
|
1,381,492
|
|
|
$
|
(20,086
|
)
|
|
$
|
1,361,406
|
|
Beginning balance total equity
|
2,668,452
|
|
|
(21,381
|
)
|
|
2,647,071
|
|
|
2,500,394
|
|
|
(20,086
|
)
|
|
2,480,308
|
|
||||||
Ending balance retained earnings
|
1,623,128
|
|
|
(21,440
|
)
|
|
1,601,688
|
|
|
1,623,128
|
|
|
(21,440
|
)
|
|
1,601,688
|
|
||||||
Ending balance total equity
|
2,757,433
|
|
|
(21,440
|
)
|
|
2,735,993
|
|
|
2,757,433
|
|
|
(21,440
|
)
|
|
2,735,993
|
|
|
|
January 1, 2020
|
||||||||||
(in thousands)
|
|
As Reported Under ASU 2016-13
|
|
Pre-ASU 2016-13
|
|
Impact of ASU 2016-13
Adoption
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Loans held for investment (outstanding balance)
|
|
|
|
|
|
|
||||||
Commercial
|
|
$
|
9,133,444
|
|
|
$
|
10,230,828
|
|
|
$
|
(1,097,384
|
)
|
Energy
|
|
1,425,309
|
|
|
|
|
1,425,309
|
|
||||
Mortgage finance
|
|
8,169,849
|
|
|
8,169,849
|
|
|
—
|
|
|||
Construction
|
|
|
|
2,563,339
|
|
|
(2,563,339
|
)
|
||||
Real estate
|
|
6,008,040
|
|
|
3,444,701
|
|
|
2,563,339
|
|
|||
Consumer
|
|
|
|
71,463
|
|
|
(71,463
|
)
|
||||
Equipment leases
|
|
|
|
256,462
|
|
|
(256,462
|
)
|
||||
Allowance for credit losses on loans
|
|
(203,632
|
)
|
|
(195,047
|
)
|
|
(8,585
|
)
|
|||
Total loans held for investment, net
|
|
24,442,630
|
|
|
24,451,215
|
|
|
(8,585
|
)
|
|||
Net deferred tax asset
|
|
23,058
|
|
|
21,064
|
|
|
1,994
|
|
|||
Liabilities:
|
|
|
|
|
|
|
||||||
Allowance for credit losses on off-balance sheet exposures
|
|
9,203
|
|
|
8,640
|
|
|
563
|
|
|||
Equity:
|
|
|
|
|
|
|
||||||
Retained earnings
|
|
1,656,517
|
|
|
1,663,671
|
|
|
(7,154
|
)
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
(in thousands except share and per share data)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
57,116
|
|
|
$
|
88,082
|
|
|
$
|
6,113
|
|
|
$
|
247,595
|
|
Preferred stock dividends
|
2,438
|
|
|
2,438
|
|
|
7,313
|
|
|
7,313
|
|
||||
Net income/(loss) available to common stockholders
|
$
|
54,678
|
|
|
$
|
85,644
|
|
|
$
|
(1,200
|
)
|
|
$
|
240,282
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Denominator for basic earnings per share—weighted average shares
|
50,446,691
|
|
|
50,305,844
|
|
|
50,417,563
|
|
|
50,273,485
|
|
||||
Effect of employee stock-based awards(1)
|
126,382
|
|
|
110,558
|
|
|
103,984
|
|
|
119,277
|
|
||||
Denominator for dilutive earnings per share—adjusted weighted average shares and assumed conversions
|
50,573,073
|
|
|
50,416,402
|
|
|
50,521,547
|
|
|
50,392,762
|
|
||||
Basic earnings/(loss) per common share
|
$
|
1.08
|
|
|
$
|
1.70
|
|
|
$
|
(0.02
|
)
|
|
$
|
4.78
|
|
Diluted earnings/(loss) per common share
|
$
|
1.08
|
|
|
$
|
1.70
|
|
|
$
|
(0.02
|
)
|
|
$
|
4.77
|
|
(1)
|
SARs and RSUs outstanding of 480,062 at September 30, 2020 and 107,615 at September 30, 2019 have not been included in diluted earnings/(loss) per share because to do so would have been antidilutive for the periods presented.
|
(in thousands)
|
Amortized
Cost(1)
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
September 30, 2020
|
|
|
|
|
|
|
|
||||||||
Available-for-sale debt securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Government Agency Securities
|
$
|
125,000
|
|
|
$
|
—
|
|
|
$
|
(1,052
|
)
|
|
$
|
123,948
|
|
Residential mortgage-backed securities
|
1,004,279
|
|
|
490
|
|
|
(2,987
|
)
|
|
1,001,782
|
|
||||
Tax-exempt asset-backed securities
|
184,963
|
|
|
15,858
|
|
|
—
|
|
|
200,821
|
|
||||
Credit risk transfer securities
|
14,713
|
|
|
—
|
|
|
(3,655
|
)
|
|
11,058
|
|
||||
Total
|
$
|
1,328,955
|
|
|
$
|
16,348
|
|
|
$
|
(7,694
|
)
|
|
$
|
1,337,609
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Available-for-sale debt securities:
|
|
|
|
|
|
|
|
||||||||
Residential mortgage-backed securities
|
$
|
4,991
|
|
|
$
|
275
|
|
|
$
|
—
|
|
|
$
|
5,266
|
|
Tax-exempt asset-backed securities
|
183,225
|
|
|
13,802
|
|
|
—
|
|
|
197,027
|
|
||||
Credit risk transfer securities
|
14,713
|
|
|
—
|
|
|
(2,749
|
)
|
|
11,964
|
|
||||
Total
|
$
|
202,929
|
|
|
$
|
14,077
|
|
|
$
|
(2,749
|
)
|
|
$
|
214,257
|
|
(1)
|
Excludes accrued interest receivable of $3.3 million and $1.6 million at September 30, 2020 and December 31, 2019, respectively, that is recorded in accrued interest receivable and other assets.
|
(in thousands, except percentage data)
|
Less Than
One Year
|
|
After One
Through
Five Years
|
|
After Five
Through
Ten Years
|
|
After Ten
Years
|
|
Total
|
||||||||||
September 30, 2020
|
|
|
|
|
|
|
|
|
|
||||||||||
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Government Agency Securities:(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
125,000
|
|
|
$
|
—
|
|
|
$
|
125,000
|
|
Estimated fair value
|
—
|
|
|
—
|
|
|
123,948
|
|
|
—
|
|
|
123,948
|
|
|||||
Weighted average yield(3)
|
—
|
%
|
|
—
|
%
|
|
1.13
|
%
|
|
—
|
%
|
|
1.13
|
%
|
|||||
Residential mortgage-backed securities:(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized cost
|
$
|
—
|
|
|
$
|
653
|
|
|
$
|
17,514
|
|
|
$
|
986,112
|
|
|
$
|
1,004,279
|
|
Estimated fair value
|
—
|
|
|
719
|
|
|
17,521
|
|
|
983,542
|
|
|
1,001,782
|
|
|||||
Weighted average yield(3)
|
—
|
%
|
|
4.58
|
%
|
|
1.08
|
%
|
|
1.25
|
%
|
|
1.25
|
%
|
|||||
Tax-exempt asset-backed securities:(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized Cost
|
—
|
|
|
—
|
|
|
—
|
|
|
184,963
|
|
|
184,963
|
|
|||||
Estimated fair value
|
—
|
|
|
—
|
|
|
—
|
|
|
200,821
|
|
|
200,821
|
|
|||||
Weighted average yield(2)(3)
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
4.92
|
%
|
|
4.92
|
%
|
|||||
CRT securities:(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized Cost
|
—
|
|
|
—
|
|
|
—
|
|
|
14,713
|
|
|
14,713
|
|
|||||
Estimated fair value
|
—
|
|
|
—
|
|
|
—
|
|
|
11,058
|
|
|
11,058
|
|
|||||
Weighted average yield(3)
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.15
|
%
|
|
0.15
|
%
|
|||||
Total available-for-sale debt securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized cost
|
|
|
|
|
|
|
|
|
$
|
1,328,955
|
|
||||||||
Estimated fair value
|
|
|
|
|
|
|
|
|
$
|
1,337,609
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage-backed securities:(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized cost
|
$
|
—
|
|
|
$
|
1,005
|
|
|
$
|
—
|
|
|
$
|
3,986
|
|
|
$
|
4,991
|
|
Estimated fair value
|
—
|
|
|
1,088
|
|
|
—
|
|
|
4,178
|
|
|
5,266
|
|
|||||
Weighted average yield(3)
|
—
|
%
|
|
5.54
|
%
|
|
—
|
%
|
|
4.31
|
%
|
|
4.55
|
%
|
|||||
Tax-exempt asset-backed securities:(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized Cost
|
—
|
|
|
—
|
|
|
—
|
|
|
183,225
|
|
|
183,225
|
|
|||||
Estimated fair value
|
—
|
|
|
—
|
|
|
—
|
|
|
197,027
|
|
|
197,027
|
|
|||||
Weighted average yield(2)(3)
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
5.32
|
%
|
|
5.32
|
%
|
|||||
CRT securities:(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized Cost
|
—
|
|
|
—
|
|
|
—
|
|
|
14,713
|
|
|
14,713
|
|
|||||
Estimated fair value
|
—
|
|
|
—
|
|
|
—
|
|
|
11,964
|
|
|
11,964
|
|
|||||
Weighted average yield(3)
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
1.71
|
%
|
|
1.71
|
%
|
|||||
Total available-for-sale debt securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized cost
|
|
|
|
|
|
|
|
|
$
|
202,929
|
|
||||||||
Estimated fair value
|
|
|
|
|
|
|
|
|
$
|
214,257
|
|
(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.
|
|
Less Than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
(in thousands)
|
Fair Value
|
|
Unrealized Loss
|
|
Fair Value
|
|
Unrealized Loss
|
|
Fair Value
|
|
Unrealized Loss
|
||||||||||||
September 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Government Agency Securities
|
$
|
123,948
|
|
|
$
|
(1,052
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
123,948
|
|
|
$
|
(1,052
|
)
|
Residential mortgage-backed securities
|
$
|
879,209
|
|
|
$
|
(2,987
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
879,209
|
|
|
$
|
(2,987
|
)
|
CRT securities
|
—
|
|
|
—
|
|
|
11,058
|
|
|
(3,655
|
)
|
|
11,058
|
|
|
(3,655
|
)
|
||||||
Total
|
$
|
1,003,157
|
|
|
$
|
(4,039
|
)
|
|
$
|
11,058
|
|
|
$
|
(3,655
|
)
|
|
$
|
1,014,215
|
|
|
$
|
(7,694
|
)
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
CRT securities
|
$
|
11,964
|
|
|
$
|
(2,749
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,964
|
|
|
$
|
(2,749
|
)
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
(in thousands)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net gains recognized during the period
|
$
|
1,350
|
|
|
$
|
37
|
|
|
$
|
1,285
|
|
|
$
|
1,876
|
|
Less: Realized net gains/(losses) recognized during the period on equity securities sold
|
177
|
|
|
111
|
|
|
(68
|
)
|
|
87
|
|
||||
Unrealized net gains/(losses) recognized during the period on equity securities still held
|
$
|
1,173
|
|
|
$
|
(74
|
)
|
|
$
|
1,353
|
|
|
$
|
1,789
|
|
(in thousands)
|
September 30, 2020
|
|
December 31, 2019
|
||||
Commercial
|
$
|
8,786,917
|
|
|
$
|
9,133,444
|
|
Energy
|
968,993
|
|
|
1,425,309
|
|
||
Mortgage finance(1)
|
9,378,104
|
|
|
8,169,849
|
|
||
Real estate
|
6,112,672
|
|
|
6,008,040
|
|
||
Gross loans held for investment(2)
|
25,246,686
|
|
|
24,736,642
|
|
||
Deferred income (net of direct origination costs)
|
(78,624
|
)
|
|
(90,380
|
)
|
||
Allowance for credit losses on loans
|
(290,165
|
)
|
|
(195,047
|
)
|
||
Total loans held for investment, net(2)
|
$
|
24,877,897
|
|
|
$
|
24,451,215
|
|
(1)
|
Balances at September 30, 2020 and December 31, 2019 are stated net of $1.1 billion and $682.7 million of participations sold, respectively.
|
(2)
|
Excludes accrued interest receivable of $57.2 million and $63.4 million at September 30, 2020 and December 31, 2019, respectively, that is recorded in accrued interest receivable and other assets.
|
(in thousands)
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015 and prior
|
|
Revolving lines of credit
|
|
Revolving lines of credit converted to term loans
|
|
Total
|
||||||||||||||||||
September 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
(1-7) Pass
|
|
$
|
1,104,589
|
|
|
$
|
2,973,613
|
|
|
$
|
661,999
|
|
|
$
|
384,067
|
|
|
$
|
207,610
|
|
|
$
|
256,339
|
|
|
$
|
2,764,619
|
|
|
$
|
33,888
|
|
|
$
|
8,386,724
|
|
(8) Special mention
|
|
319
|
|
|
36,072
|
|
|
21,423
|
|
|
35,407
|
|
|
9,208
|
|
|
9,371
|
|
|
14,067
|
|
|
9,226
|
|
|
135,093
|
|
|||||||||
(9) Substandard - accruing
|
|
17,476
|
|
|
30,923
|
|
|
46,453
|
|
|
40,670
|
|
|
11,875
|
|
|
9,737
|
|
|
43,533
|
|
|
1,922
|
|
|
202,589
|
|
|||||||||
(9+) Non-accrual
|
|
9,167
|
|
|
10,202
|
|
|
386
|
|
|
11,030
|
|
|
2,144
|
|
|
22,191
|
|
|
7,260
|
|
|
131
|
|
|
62,511
|
|
|||||||||
Total commercial
|
|
$
|
1,131,551
|
|
|
$
|
3,050,810
|
|
|
$
|
730,261
|
|
|
$
|
471,174
|
|
|
$
|
230,837
|
|
|
$
|
297,638
|
|
|
$
|
2,829,479
|
|
|
$
|
45,167
|
|
|
$
|
8,786,917
|
|
Energy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
(1-7) Pass
|
|
$
|
1,009
|
|
|
$
|
14,500
|
|
|
$
|
25,472
|
|
|
$
|
10,423
|
|
|
$
|
21,400
|
|
|
$
|
68,284
|
|
|
$
|
553,125
|
|
|
$
|
250
|
|
|
$
|
694,463
|
|
(8) Special mention
|
|
—
|
|
|
27,909
|
|
|
22,394
|
|
|
—
|
|
|
—
|
|
|
15,314
|
|
|
64,037
|
|
|
—
|
|
|
129,654
|
|
|||||||||
(9) Substandard - accruing
|
|
—
|
|
|
—
|
|
|
30,977
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,088
|
|
|
—
|
|
|
71,065
|
|
|||||||||
(9+) Non-accrual
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,968
|
|
|
11,822
|
|
|
34,336
|
|
|
19,873
|
|
|
1,812
|
|
|
73,811
|
|
|||||||||
Total energy
|
|
$
|
1,009
|
|
|
$
|
42,409
|
|
|
$
|
78,843
|
|
|
$
|
16,391
|
|
|
$
|
33,222
|
|
|
$
|
117,934
|
|
|
$
|
677,123
|
|
|
$
|
2,062
|
|
|
$
|
968,993
|
|
Mortgage finance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
(1-7) Pass
|
|
$
|
628,926
|
|
|
$
|
1,111,019
|
|
|
$
|
824,564
|
|
|
$
|
531,556
|
|
|
$
|
148,745
|
|
|
$
|
6,133,294
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,378,104
|
|
(8) Special mention
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
(9) Substandard - accruing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
(9+) Non-accrual
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total mortgage finance
|
|
$
|
628,926
|
|
|
$
|
1,111,019
|
|
|
$
|
824,564
|
|
|
$
|
531,556
|
|
|
$
|
148,745
|
|
|
$
|
6,133,294
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,378,104
|
|
Real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
CRE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
(1-7) Pass
|
|
$
|
257,066
|
|
|
$
|
877,307
|
|
|
$
|
949,785
|
|
|
$
|
631,875
|
|
|
$
|
229,186
|
|
|
$
|
456,647
|
|
|
$
|
100,067
|
|
|
$
|
74,789
|
|
|
$
|
3,576,722
|
|
(8) Special mention
|
|
—
|
|
|
333
|
|
|
56,081
|
|
|
66,742
|
|
|
49,755
|
|
|
52,454
|
|
|
—
|
|
|
6,385
|
|
|
231,750
|
|
|||||||||
(9) Substandard - accruing
|
|
—
|
|
|
—
|
|
|
12,002
|
|
|
—
|
|
|
—
|
|
|
34,610
|
|
|
—
|
|
|
1,250
|
|
|
47,862
|
|
|||||||||
(9+) Non-accrual
|
|
—
|
|
|
—
|
|
|
4,028
|
|
|
—
|
|
|
—
|
|
|
237
|
|
|
—
|
|
|
—
|
|
|
4,265
|
|
|||||||||
RBF
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
(1-7) Pass
|
|
158,135
|
|
|
134,598
|
|
|
117,955
|
|
|
21,943
|
|
|
7,029
|
|
|
25,175
|
|
|
506,363
|
|
|
—
|
|
|
971,198
|
|
|||||||||
(8) Special mention
|
|
—
|
|
|
577
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
577
|
|
|||||||||
(9) Substandard - accruing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
(9+) Non-accrual
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
(1-7) Pass
|
|
156,602
|
|
|
160,006
|
|
|
123,021
|
|
|
123,932
|
|
|
91,834
|
|
|
114,276
|
|
|
19,035
|
|
|
32,551
|
|
|
821,257
|
|
|||||||||
(8) Special mention
|
|
—
|
|
|
11,423
|
|
|
8,604
|
|
|
26,952
|
|
|
9,351
|
|
|
27,740
|
|
|
—
|
|
|
1,018
|
|
|
85,088
|
|
|||||||||
(9) Substandard - accruing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,496
|
|
|
—
|
|
|
2,745
|
|
|
—
|
|
|
—
|
|
|
7,241
|
|
|||||||||
(9+) Non-accrual
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,107
|
|
|
6,133
|
|
|
—
|
|
|
13,901
|
|
|
21,141
|
|
|||||||||
Secured by 1-4 family
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
(1-7) Pass
|
|
46,521
|
|
|
63,274
|
|
|
48,779
|
|
|
61,165
|
|
|
85,470
|
|
|
32,718
|
|
|
4,725
|
|
|
—
|
|
|
342,652
|
|
|||||||||
(8) Special mention
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,774
|
|
|
—
|
|
|
—
|
|
|
1,774
|
|
|||||||||
(9) Substandard - accruing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
818
|
|
|
—
|
|
|
109
|
|
|
—
|
|
|
—
|
|
|
927
|
|
|||||||||
(9+) Non-accrual
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
218
|
|
|
—
|
|
|
—
|
|
|
218
|
|
|||||||||
Total real estate
|
|
$
|
618,324
|
|
|
$
|
1,247,518
|
|
|
$
|
1,320,255
|
|
|
$
|
937,923
|
|
|
$
|
473,732
|
|
|
$
|
754,836
|
|
|
$
|
630,190
|
|
|
$
|
129,894
|
|
|
$
|
6,112,672
|
|
Total loans held for investment
|
|
$
|
2,379,810
|
|
|
$
|
5,451,756
|
|
|
$
|
2,953,923
|
|
|
$
|
1,957,044
|
|
|
$
|
886,536
|
|
|
$
|
7,303,702
|
|
|
$
|
4,136,792
|
|
|
$
|
177,123
|
|
|
$
|
25,246,686
|
|
(in thousands)
|
Commercial
|
Energy
|
Mortgage
Finance
|
Real
Estate
|
Additional Qualitative Reserve
|
Total
|
||||||||||||
Nine months ended September 30, 2020
|
|
|
|
|
|
|
||||||||||||
Allowance for credit losses on loans:
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
$
|
102,254
|
|
$
|
60,253
|
|
$
|
2,265
|
|
$
|
30,275
|
|
$
|
—
|
|
$
|
195,047
|
|
Impact of CECL adoption
|
(15,740
|
)
|
24,154
|
|
2,031
|
|
(1,860
|
)
|
—
|
|
8,585
|
|
||||||
Provision for credit losses on loans
|
47,263
|
|
127,470
|
|
430
|
|
44,799
|
|
—
|
|
219,962
|
|
||||||
Charge-offs
|
35,376
|
|
100,239
|
|
—
|
|
—
|
|
—
|
|
135,615
|
|
||||||
Recoveries
|
883
|
|
1,303
|
|
—
|
|
—
|
|
—
|
|
2,186
|
|
||||||
Net charge-offs (recoveries)
|
34,493
|
|
98,936
|
|
—
|
|
—
|
|
—
|
|
133,429
|
|
||||||
Ending balance
|
$
|
99,284
|
|
$
|
112,941
|
|
$
|
4,726
|
|
$
|
73,214
|
|
$
|
—
|
|
$
|
290,165
|
|
Nine months ended September 30, 2019
|
|
|
|
|
|
|
||||||||||||
Allowance for credit losses on loans:
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
$
|
96,814
|
|
$
|
34,882
|
|
$
|
—
|
|
$
|
52,595
|
|
$
|
7,231
|
|
$
|
191,522
|
|
Provision for credit losses on loans
|
30,309
|
|
42,243
|
|
1,966
|
|
(7,204
|
)
|
(7,231
|
)
|
60,083
|
|
||||||
Charge-offs
|
30,869
|
|
31,828
|
|
—
|
|
177
|
|
—
|
|
62,874
|
|
||||||
Recoveries
|
1,300
|
|
107
|
|
—
|
|
—
|
|
—
|
|
1,407
|
|
||||||
Net charge-offs (recoveries)
|
29,569
|
|
31,721
|
|
—
|
|
177
|
|
—
|
|
61,467
|
|
||||||
Ending balance
|
$
|
97,554
|
|
$
|
45,404
|
|
$
|
1,966
|
|
$
|
45,214
|
|
$
|
—
|
|
$
|
190,138
|
|
|
|
Collateral Type
|
|||||||||||||||||
(in thousands)
|
|
Business Assets
|
Real Property
|
Oil/Gas Mineral Reserves
|
Rolling Stock
|
U.S. Government Guaranty
|
Total
|
||||||||||||
September 30, 2020
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
|
$
|
26,243
|
|
$
|
—
|
|
$
|
—
|
|
$
|
774
|
|
$
|
544
|
|
$
|
27,561
|
|
Energy
|
|
—
|
|
—
|
|
41,102
|
|
—
|
|
—
|
|
41,102
|
|
||||||
Real estate
|
|
|
|
|
|
|
|
||||||||||||
Other
|
|
—
|
|
5,650
|
|
—
|
|
—
|
|
—
|
|
5,650
|
|
||||||
Total collateral-dependent loans held for investment
|
|
$
|
26,243
|
|
$
|
5,650
|
|
$
|
41,102
|
|
$
|
774
|
|
$
|
544
|
|
$
|
74,313
|
|
(in thousands)
|
30-59 Days
Past Due
|
|
60-89 Days
Past Due
|
|
90 Days or More Past Due(1)
|
|
Total Past
Due
|
|
Non-accrual loans as of June 30, 2020(2)
|
|
Current
|
|
Total
|
|
Non-accrual With No Allowance
|
||||||||||||||||
September 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial
|
$
|
25,387
|
|
|
$
|
1,650
|
|
|
$
|
12,248
|
|
|
$
|
39,285
|
|
|
$
|
62,511
|
|
|
$
|
8,685,121
|
|
|
$
|
8,786,917
|
|
|
$
|
19,367
|
|
Energy
|
20,670
|
|
|
—
|
|
|
1,995
|
|
|
22,665
|
|
|
73,811
|
|
|
872,517
|
|
|
968,993
|
|
|
25,090
|
|
||||||||
Mortgage finance loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,378,104
|
|
|
9,378,104
|
|
|
—
|
|
||||||||
Real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
CRE
|
24,158
|
|
|
9,619
|
|
|
1,250
|
|
|
35,027
|
|
|
4,265
|
|
|
3,821,307
|
|
|
3,860,599
|
|
|
4,028
|
|
||||||||
RBF
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
971,775
|
|
|
971,775
|
|
|
—
|
|
||||||||
Other
|
1,018
|
|
|
—
|
|
|
—
|
|
|
1,018
|
|
|
21,141
|
|
|
912,568
|
|
|
934,727
|
|
|
20,796
|
|
||||||||
Secured by 1-4 family
|
897
|
|
|
497
|
|
|
403
|
|
|
1,797
|
|
|
218
|
|
|
343,556
|
|
|
345,571
|
|
|
—
|
|
||||||||
Total loans held for investment
|
$
|
72,130
|
|
|
$
|
11,766
|
|
|
$
|
15,896
|
|
|
$
|
99,792
|
|
|
$
|
161,946
|
|
|
$
|
24,984,948
|
|
|
$
|
25,246,686
|
|
|
$
|
69,281
|
|
(1)
|
Loans past due 90 days and still accruing includes premium finance loans of $11.9 million. These loans are generally secured by obligations of insurance carriers to refund premiums on canceled insurance policies. The receipt of the refund of premiums from the insurance carriers can take 180 days or longer from the cancellation date.
|
(2)
|
As of September 30, 2020 and December 31, 2019, none of our non-accrual loans were earning interest income on a cash basis. Additionally, no interest income was recognized on non-accrual loans for the nine months ended September 30, 2020. Accrued interest of $1.0 million was reversed during the nine months ended September 30, 2020.
|
|
|
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
|
||||||||||
Nine months ended September 30, 2020
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
|
2
|
|
$
|
7,636
|
|
|
2
|
|
$
|
14,663
|
|
|
4
|
|
$
|
22,299
|
|
|
Energy loans
|
|
1
|
|
5,969
|
|
|
3
|
|
13,469
|
|
|
4
|
|
19,438
|
|
||||
Total
|
|
3
|
|
$
|
13,605
|
|
|
5
|
|
$
|
28,132
|
|
|
8
|
|
$
|
41,737
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nine months ended September 30, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
|
1
|
|
$
|
1,824
|
|
|
—
|
|
$
|
—
|
|
|
$
|
1
|
|
$
|
1,824
|
|
Energy loans
|
|
1
|
|
3,941
|
|
|
—
|
|
—
|
|
|
1
|
|
3,941
|
|
||||
Total
|
|
2
|
|
$
|
5,765
|
|
|
—
|
|
$
|
—
|
|
|
2
|
|
$
|
5,765
|
|
|
|
Nine Months Ended September 30,
|
||||||
(in thousands)
|
|
2020
|
|
2019
|
||||
Outstanding balance(1):
|
|
|
|
|
||||
Beginning balance
|
|
$
|
2,568,362
|
|
|
$
|
1,949,785
|
|
Loans purchased and originated
|
|
8,963,499
|
|
|
7,288,823
|
|
||
Payments and loans sold
|
|
(10,889,549
|
)
|
|
(6,571,942
|
)
|
||
Ending balance
|
|
642,312
|
|
|
2,666,666
|
|
||
Fair value adjustment:
|
|
|
|
|
||||
Beginning balance
|
|
8,772
|
|
|
19,689
|
|
||
Increase/(decrease) to fair value
|
|
(3,075
|
)
|
|
(12,130
|
)
|
||
Ending balance
|
|
5,697
|
|
|
7,559
|
|
||
Loans held for sale at fair value
|
|
$
|
648,009
|
|
|
$
|
2,674,225
|
|
(1)
|
Includes $9.0 million and $5.8 million of loans held for sale that are carried at lower of cost or market as of September 30, 2020 and December 31, 2019, respectively, as well as $7.1 million and $299,000 as of September 30, 2019 and December 31, 2018, respectively.
|
|
Nine months ended September 30,
|
||||||
(in thousands)
|
2020
|
|
2019
|
||||
MSRs:
|
|
|
|
||||
Balance, beginning of year
|
$
|
70,707
|
|
|
$
|
42,474
|
|
Capitalized servicing rights
|
76,905
|
|
|
22,610
|
|
||
Amortization
|
(25,553
|
)
|
|
(7,599
|
)
|
||
Balance, end of period
|
$
|
122,059
|
|
|
$
|
57,485
|
|
Valuation allowance:
|
|
|
|
||||
Balance, beginning of year
|
$
|
5,803
|
|
|
$
|
—
|
|
Increase in valuation allowance
|
20,933
|
|
|
8,360
|
|
||
Balance, end of period
|
$
|
26,736
|
|
|
$
|
8,360
|
|
MSRs, net
|
$
|
95,323
|
|
|
$
|
49,125
|
|
MSRs, fair value
|
$
|
95,323
|
|
|
$
|
49,125
|
|
|
September 30, 2020
|
|
December 31, 2019
|
||
Average discount rates
|
9.11
|
%
|
|
9.06
|
%
|
Expected prepayment speeds
|
16.96
|
%
|
|
13.11
|
%
|
Weighted-average life, in years
|
4.7
|
|
|
5.8
|
|
(in thousands)
|
September 30, 2020
|
|
December 31, 2019
|
||||
50 bp adverse change in prepayment speed
|
$
|
(11,049
|
)
|
|
$
|
(10,768
|
)
|
100 bp adverse change in prepayment speed
|
(13,100
|
)
|
|
(17,965
|
)
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
(in thousands)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Beginning balance of allowance for off-balance sheet credit losses
|
$
|
12,268
|
|
|
$
|
10,790
|
|
|
$
|
8,640
|
|
|
$
|
11,434
|
|
Impact of CECL adoption
|
—
|
|
|
—
|
|
|
563
|
|
|
—
|
|
||||
Provision for off-balance sheet credit losses
|
2,973
|
|
|
(1,439
|
)
|
|
6,038
|
|
|
(2,083
|
)
|
||||
Ending balance of allowance for off-balance sheet credit losses
|
$
|
15,241
|
|
|
$
|
9,351
|
|
|
$
|
15,241
|
|
|
$
|
9,351
|
|
|
|
|
|
|
|
|
|
||||||||
(in thousands)
|
|
|
|
|
September 30, 2020
|
|
December 31, 2019
|
||||||||
Commitments to extend credit - period end balance
|
|
|
|
$
|
8,356,525
|
|
|
$
|
8,066,655
|
|
|||||
Standby letters of credit - period end balance
|
|
|
|
$
|
258,491
|
|
|
$
|
261,405
|
|
|
|
Actual
|
|
For Capital Adequacy Purposes
|
|
Required to be Considered Well Capitalized
|
|||||||||||
(dollars in thousands)
|
|
Capital Amount
|
Ratio
|
|
Capital Amount
|
Ratio
|
|
Capital Amount
|
Ratio
|
||||||||
September 30, 2020
|
|
|
|
|
|
|
|
|
|
||||||||
CET1
|
|
|
|
|
|
|
|
|
|
||||||||
Company
|
|
$
|
2,654,677
|
|
9.05
|
%
|
|
$
|
2,052,372
|
|
7.00
|
%
|
|
N/A
|
|
N/A
|
|
Bank
|
|
2,688,350
|
|
9.18
|
%
|
|
2,049,511
|
|
7.00
|
%
|
|
1,903,117
|
|
6.50
|
%
|
||
Total capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
||||||||
Company
|
|
3,470,192
|
|
11.84
|
%
|
|
3,078,558
|
|
10.50
|
%
|
|
N/A
|
|
N/A
|
|
||
Bank
|
|
3,345,075
|
|
11.42
|
%
|
|
3,074,266
|
|
10.50
|
%
|
|
2,927,873
|
|
10.00
|
%
|
||
Tier 1 capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
||||||||
Company
|
|
2,914,677
|
|
9.94
|
%
|
|
2,492,166
|
|
8.50
|
%
|
|
N/A
|
|
N/A
|
|
||
Bank
|
|
2,848,350
|
|
9.73
|
%
|
|
2,488,692
|
|
8.50
|
%
|
|
2,342,298
|
|
8.00
|
%
|
||
Tier 1 capital (to average assets)(1)
|
|
|
|
|
|
|
|
|
|
||||||||
Company
|
|
2,914,677
|
|
7.58
|
%
|
|
1,537,325
|
|
4.00
|
%
|
|
N/A
|
|
N/A
|
|
||
Bank
|
|
2,848,350
|
|
7.41
|
%
|
|
1,536,902
|
|
4.00
|
%
|
|
1,921,127
|
|
5.00
|
%
|
||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||
CET1
|
|
|
|
|
|
|
|
|
|
||||||||
Company
|
|
$
|
2,653,999
|
|
8.88
|
%
|
|
$
|
2,091,591
|
|
7.00
|
%
|
|
N/A
|
|
N/A
|
|
Bank
|
|
2,676,513
|
|
8.96
|
%
|
|
2,090,870
|
|
7.00
|
%
|
|
1,941,522
|
|
6.50
|
%
|
||
Total capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
||||||||
Company
|
|
3,398,345
|
|
11.37
|
%
|
|
3,137,926
|
|
10.50
|
%
|
|
N/A
|
|
N/A
|
|
||
Bank
|
|
3,262,144
|
|
10.92
|
%
|
|
3,136,305
|
|
10.50
|
%
|
|
2,986,957
|
|
10.00
|
%
|
||
Tier 1 capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
||||||||
Company
|
|
2,912,529
|
|
9.75
|
%
|
|
2,540,226
|
|
8.50
|
%
|
|
N/A
|
|
N/A
|
|
||
Bank
|
|
2,835,043
|
|
9.49
|
%
|
|
2,538,913
|
|
8.50
|
%
|
|
2,389,565
|
|
8.00
|
%
|
||
Tier 1 capital (to average assets)(1)
|
|
|
|
|
|
|
|
|
|
||||||||
Company
|
|
2,912,529
|
|
8.42
|
%
|
|
1,383,640
|
|
4.00
|
%
|
|
N/A
|
|
N/A
|
|
||
Bank
|
|
2,835,043
|
|
8.20
|
%
|
|
1,383,190
|
|
4.00
|
%
|
|
1,728,988
|
|
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.
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
(in thousands)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Stock-settled awards:
|
|
|
|
|
|
|
|
||||||||
SARs
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
RSUs
|
4,794
|
|
|
3,015
|
|
|
11,326
|
|
|
8,532
|
|
||||
Restricted stock
|
5
|
|
|
8
|
|
|
22
|
|
|
27
|
|
||||
Cash-settled units
|
236
|
|
|
1,005
|
|
|
716
|
|
|
4,408
|
|
||||
Total
|
$
|
5,035
|
|
|
$
|
4,028
|
|
|
$
|
12,064
|
|
|
$
|
12,973
|
|
(in thousands except period data)
|
September 30, 2020
|
||
Unrecognized compensation expense related to unvested stock-settled awards
|
$
|
33,314
|
|
Weighted average period over which expense is expected to be recognized, in years
|
2.9
|
|
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
|
||||||
September 30, 2020
|
|
|
|
|
|
||||||
Available-for-sale debt securities:(1)
|
|
|
|
|
|
||||||
U.S. government agency securities
|
$
|
—
|
|
|
$
|
123,948
|
|
|
$
|
—
|
|
Residential mortgage-backed securities
|
—
|
|
|
1,001,782
|
|
|
—
|
|
|||
Tax-exempt asset-backed securities
|
—
|
|
|
—
|
|
|
200,821
|
|
|||
CRT securities
|
—
|
|
|
—
|
|
|
11,058
|
|
|||
Equity securities(1)(2)
|
22,442
|
|
|
7,262
|
|
|
—
|
|
|||
Loans held for sale(3)
|
—
|
|
|
632,071
|
|
|
6,974
|
|
|||
Loans held for investment(4)
|
—
|
|
|
—
|
|
|
36,490
|
|
|||
Derivative assets(5)
|
—
|
|
|
124,627
|
|
|
—
|
|
|||
Derivative liabilities(5)
|
—
|
|
|
114,259
|
|
|
—
|
|
|||
Non-qualified deferred compensation plan liabilities(6)
|
23,342
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
December 31, 2019
|
|
|
|
|
|
||||||
Available-for-sale debt securities:(1)
|
|
|
|
|
|
||||||
Residential mortgage-backed securities
|
$
|
—
|
|
|
$
|
5,266
|
|
|
$
|
—
|
|
Tax-exempt asset-backed securities
|
—
|
|
|
—
|
|
|
197,027
|
|
|||
CRT securities
|
—
|
|
|
—
|
|
|
11,964
|
|
|||
Equity securities(1)(2)
|
18,484
|
|
|
7,130
|
|
|
—
|
|
|||
Loans held for sale(3)
|
—
|
|
|
2,564,281
|
|
|
7,043
|
|
|||
Loans held for investment(4)
|
—
|
|
|
—
|
|
|
109,585
|
|
|||
Derivative assets(5)
|
—
|
|
|
48,684
|
|
|
—
|
|
|||
Derivative liabilities(5)
|
—
|
|
|
51,310
|
|
|
—
|
|
|||
Non-qualified deferred compensation plan liabilities(6)
|
18,484
|
|
|
—
|
|
|
—
|
|
(1)
|
Securities are measured at fair value on a recurring basis, generally monthly, except for tax-exempt asset-backed securities and CRT 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 certain collateral-dependent loans held for investment for which a specific allocation of the allowance for credit losses is based upon the fair value of the loan’s underlying collateral. These loans held for investment are measured on a nonrecurring basis, generally annually or more often as warranted by market and economic conditions.
|
(5)
|
Derivative assets and liabilities are measured at fair value on a recurring basis, generally quarterly.
|
(6)
|
Non-qualified deferred compensation plan liabilities represent the fair value of the obligation to the employee, which generally corresponds 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
|
||||||||||||
Three months ended September 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available-for-sale debt securities:(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tax-exempt asset-backed securities
|
$
|
191,417
|
|
|
$
|
—
|
|
|
$
|
(2,248
|
)
|
|
$
|
—
|
|
|
$
|
11,652
|
|
|
$
|
200,821
|
|
CRT securities
|
$
|
10,953
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
105
|
|
|
$
|
11,058
|
|
Loans held for sale(2)
|
$
|
6,159
|
|
|
$
|
785
|
|
|
$
|
(170
|
)
|
|
$
|
132
|
|
|
$
|
68
|
|
|
$
|
6,974
|
|
Three months ended September 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available-for-sale debt securities:(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tax-exempt asset-backed securities
|
$
|
201,339
|
|
|
$
|
—
|
|
|
$
|
(4,116
|
)
|
|
$
|
—
|
|
|
$
|
390
|
|
|
$
|
197,613
|
|
CRT securities
|
$
|
10,953
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
502
|
|
|
$
|
11,455
|
|
Loans held for sale(2)
|
$
|
10,930
|
|
|
$
|
—
|
|
|
$
|
(2,056
|
)
|
|
$
|
102
|
|
|
$
|
222
|
|
|
$
|
9,198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Nine months ended September 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available-for-sale debt securities:(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tax-exempt asset-backed securities
|
$
|
197,027
|
|
|
$
|
8,470
|
|
|
$
|
(6,733
|
)
|
|
$
|
—
|
|
|
$
|
2,057
|
|
|
$
|
200,821
|
|
CRT securities
|
$
|
11,964
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(906
|
)
|
|
$
|
11,058
|
|
Loans held for sale(2)
|
$
|
7,043
|
|
|
$
|
1,105
|
|
|
$
|
(1,634
|
)
|
|
$
|
248
|
|
|
$
|
212
|
|
|
$
|
6,974
|
|
Nine months ended September 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available-for-sale debt securities:(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tax-exempt asset-backed securities
|
$
|
95,804
|
|
|
$
|
92,010
|
|
|
$
|
(4,254
|
)
|
|
$
|
—
|
|
|
$
|
14,053
|
|
|
$
|
197,613
|
|
CRT securities
|
$
|
—
|
|
|
$
|
15,044
|
|
|
$
|
—
|
|
|
$
|
(331
|
)
|
|
$
|
(3,258
|
)
|
|
$
|
11,455
|
|
Loans held for sale(2)
|
$
|
16,415
|
|
|
$
|
—
|
|
|
$
|
(8,466
|
)
|
|
$
|
450
|
|
|
$
|
799
|
|
|
$
|
9,198
|
|
(1)
|
Unrealized gains/(losses) on available-for-sale debt securities are recorded in AOCI and relate to assets that remain outstanding at period end. 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.
|
|
September 30, 2020
|
|
December 31, 2019
|
||||||||||||
(in thousands)
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Carrying
Amount |
|
Estimated
Fair Value |
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Level 1 inputs:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
10,646,786
|
|
|
$
|
10,646,786
|
|
|
$
|
4,425,583
|
|
|
$
|
4,425,583
|
|
Investment securities
|
22,442
|
|
|
22,442
|
|
|
18,484
|
|
|
18,484
|
|
||||
Level 2 inputs:
|
|
|
|
|
|
|
|
||||||||
Investment securities
|
1,132,992
|
|
|
1,132,992
|
|
|
12,396
|
|
|
12,396
|
|
||||
Loans held for sale
|
632,071
|
|
|
632,071
|
|
|
2,570,091
|
|
|
2,570,091
|
|
||||
Derivative assets
|
124,627
|
|
|
124,627
|
|
|
48,684
|
|
|
48,684
|
|
||||
Level 3 inputs:
|
|
|
|
|
|
|
|
||||||||
Investment securities
|
211,879
|
|
|
211,879
|
|
|
208,991
|
|
|
208,991
|
|
||||
Loans held for sale
|
6,974
|
|
|
6,974
|
|
|
7,043
|
|
|
7,043
|
|
||||
Loans held for investment, net
|
24,877,897
|
|
|
24,925,427
|
|
|
24,451,215
|
|
|
24,478,586
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Level 2 inputs:
|
|
|
|
|
|
|
|
||||||||
Federal funds purchased
|
202,605
|
|
|
202,605
|
|
|
132,270
|
|
|
132,270
|
|
||||
Customer repurchase agreements
|
5,578
|
|
|
5,578
|
|
|
9,496
|
|
|
9,496
|
|
||||
Other borrowings
|
2,700,000
|
|
|
2,700,000
|
|
|
2,400,000
|
|
|
2,400,000
|
|
||||
Subordinated notes
|
282,400
|
|
|
289,012
|
|
|
282,129
|
|
|
292,302
|
|
||||
Trust preferred subordinated debentures
|
113,406
|
|
|
113,406
|
|
|
113,406
|
|
|
113,406
|
|
||||
Derivative liabilities
|
114,259
|
|
|
114,259
|
|
|
51,310
|
|
|
51,310
|
|
||||
Level 3 inputs:
|
|
|
|
|
|
|
|
||||||||
Deposits
|
31,959,487
|
|
|
31,960,471
|
|
|
26,478,593
|
|
|
26,486,090
|
|
|
September 30, 2020
|
|
December 31, 2019
|
||||||||||||||||||
|
|
|
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
|
$
|
1,919,938
|
|
|
$
|
—
|
|
$
|
108,977
|
|
|
$
|
1,548,234
|
|
|
$
|
182
|
|
$
|
46,518
|
|
Commercial loan/lease interest rate caps
|
652,188
|
|
|
23
|
|
—
|
|
|
639,163
|
|
|
32
|
|
—
|
|
||||||
Foreign currency forward contracts
|
2,229
|
|
|
7
|
|
98
|
|
|
2,219
|
|
|
169
|
|
—
|
|
||||||
Customer counterparties:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial loan/lease interest rate swaps
|
1,919,938
|
|
|
108,977
|
|
—
|
|
|
1,548,234
|
|
|
46,518
|
|
182
|
|
||||||
Commercial loan/lease interest rate caps
|
652,188
|
|
|
—
|
|
23
|
|
|
639,163
|
|
|
—
|
|
32
|
|
||||||
Foreign currency forward contracts
|
2,229
|
|
|
98
|
|
7
|
|
|
2,219
|
|
|
—
|
|
169
|
|
||||||
Economic hedging derivatives to hedge:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential MSRs:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap futures
|
260,000
|
|
|
81
|
|
211
|
|
|
—
|
|
|
—
|
|
—
|
|
||||||
Forward sale commitments
|
155,000
|
|
|
351
|
|
8
|
|
|
—
|
|
|
—
|
|
—
|
|
||||||
Loans held for sale:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loan purchase commitments
|
1,295,374
|
|
|
15,090
|
|
86
|
|
|
214,012
|
|
|
1,965
|
|
4
|
|
||||||
Forward sale commitments
|
1,525,000
|
|
|
—
|
|
4,849
|
|
|
2,654,653
|
|
|
—
|
|
4,587
|
|
||||||
Gross derivatives
|
|
|
124,627
|
|
114,259
|
|
|
|
|
48,866
|
|
51,492
|
|
||||||||
Offsetting derivative assets/liabilities
|
|
|
—
|
|
—
|
|
|
|
|
(182
|
)
|
(182
|
)
|
||||||||
Net derivatives included in the consolidated balance sheets
|
|
|
$
|
124,627
|
|
$
|
114,259
|
|
|
|
|
$
|
48,684
|
|
$
|
51,310
|
|
|
June 30, 2020
Weighted-Average Interest Rate
|
|
December 31, 2019 Weighted-Average Interest Rate
|
||||||||
|
Received
|
|
Paid
|
|
Received
|
|
Paid
|
||||
Non-hedging interest rate swaps
|
3.21
|
%
|
|
1.42
|
%
|
|
3.94
|
%
|
|
3.26
|
%
|
ITEM 2.
|
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.
|
•
|
The COVID-19 pandemic is adversely affecting us and our customers, employees and third-party service providers; the adverse impacts of the pandemic on our business, financial position, operations and prospects have been material. It is not possible to accurately predicts the extent, severity or duration of the pandemic or when normal economic and operational conditions will return.
|
•
|
Operational issues stemming from, and/or capital spending necessitated by, the potential need to adapt to industry changes in information technology systems, on which we are highly dependent.
|
•
|
Changes in interest rates, which may affect our net income and other future cash flows, or the market value of our assets, including the market value of investment securities.
|
•
|
Changes in our ability to access the capital markets, including changes in our credit ratings.
|
•
|
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 credit losses, causing it to become inadequate in the event of deteriorations in loan quality and increases in charge-offs, or increases or decreases to our allowance for credit 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 and the effects of the COVID-19 pandemic.
|
•
|
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 Cuts and Jobs Act of 2017 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, which risks have been materially enhanced by our increased reliance on technology to support associates working outside our offices.
|
•
|
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 inability to repay loans with increased interest rates and the impact to our net interest income from the increasing cost of interest-bearing deposits.
|
•
|
The failure of our enterprise risk management framework, our compliance program, or our corporate governance and supervisory oversight functions to timely identify and address emerging risks adequately, which may result in unexpected losses.
|
•
|
Uncertainty regarding the future of the London Interbank Offered Rate ("LIBOR"), and the expected transition away from LIBOR toward new interest rate benchmarks.
|
•
|
Legislative and regulatory changes imposing further restrictions and costs on our business, a failure to maintain 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.
|
•
|
Changes in the monetary and fiscal policies of the U.S. Government, including policies of the U.S. Department of Treasury and the Federal Reserve.
|
•
|
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, including our ability to identify, employ and retain a successor chief executive officer.
|
•
|
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 Mortgage Correspondent Aggregation ("MCA") loan volumes.
|
•
|
Changes in accounting principles, policies, practices or guidelines.
|
•
|
Volatility in the market price of our common stock.
|
•
|
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, investigations, inquiries and related matters with respect to the financial services industry, including those directly involving us or our Bank and arising from our participation in government stimulus programs responding to the economic impact of the COVID-19 pandemic.
|
•
|
Environmental liability associated with properties related to our lending activities.
|
•
|
Severe weather, natural disasters, acts of war or terrorism and other external events.
|
•
|
$226.0 million provision for credit losses; driven by an increase in charge-offs and reserve build related to higher criticized loan levels and continued economic uncertainty from the COVID-19 pandemic,
|
•
|
$42.1 million in non-recurring software expenses; including $36.2 million in write-offs of certain software assets and $5.9 million in technology expense related to the roll-out of our Paycheck Protection Program ("PPP") capabilities,
|
•
|
$18.0 million in severance accruals related to the workforce reduction referenced above,
|
•
|
$17.8 million in merger-related expenses, and
|
•
|
$20.9 million MSR impairment.
|
|
Three months ended September 30, 2020
|
|
Three months ended September 30, 2019
|
||||||||||||||||||
(in thousands except percentages)
|
Average
Balance
|
|
Revenue/
Expense
|
|
Yield/
Rate
|
|
Average
Balance
|
|
Revenue/
Expense |
|
Yield/
Rate
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment securities – taxable
|
$
|
525,149
|
|
|
$
|
1,905
|
|
|
1.44
|
%
|
|
$
|
39,744
|
|
|
$
|
357
|
|
|
3.56
|
%
|
Investment securities – non-taxable(2)
|
190,797
|
|
|
2,239
|
|
|
4.67
|
%
|
|
200,090
|
|
|
2,480
|
|
|
4.92
|
%
|
||||
Federal funds sold and securities purchased under resale agreements
|
12,051
|
|
|
1
|
|
|
0.04
|
%
|
|
100,657
|
|
|
554
|
|
|
2.18
|
%
|
||||
Interest-bearing deposits in other banks
|
11,028,962
|
|
|
2,877
|
|
|
0.10
|
%
|
|
4,184,217
|
|
|
22,887
|
|
|
2.17
|
%
|
||||
Loans held for sale
|
543,606
|
|
|
3,867
|
|
|
2.83
|
%
|
|
2,555,269
|
|
|
26,206
|
|
|
4.07
|
%
|
||||
Loans held for investment, mortgage finance
|
9,061,984
|
|
|
76,464
|
|
|
3.36
|
%
|
|
8,118,025
|
|
|
68,660
|
|
|
3.36
|
%
|
||||
Loans held for investment(1)(2)
|
16,286,036
|
|
|
157,230
|
|
|
3.84
|
%
|
|
16,901,391
|
|
|
235,557
|
|
|
5.53
|
%
|
||||
Less reserve for credit losses on loans
|
264,769
|
|
|
—
|
|
|
—
|
|
|
212,898
|
|
|
—
|
|
|
—
|
|
||||
Loans held for investment, net
|
25,083,251
|
|
|
233,694
|
|
|
3.71
|
%
|
|
24,806,518
|
|
|
304,217
|
|
|
4.87
|
%
|
||||
Total earning assets
|
37,383,816
|
|
|
244,583
|
|
|
2.60
|
%
|
|
31,886,495
|
|
|
356,701
|
|
|
4.44
|
%
|
||||
Cash and other assets
|
1,037,760
|
|
|
|
|
|
|
1,000,117
|
|
|
|
|
|
||||||||
Total assets
|
$
|
38,421,576
|
|
|
|
|
|
|
$
|
32,886,612
|
|
|
|
|
|
||||||
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Transaction deposits
|
$
|
4,275,574
|
|
|
$
|
6,652
|
|
|
0.62
|
%
|
|
$
|
3,577,905
|
|
|
$
|
18,442
|
|
|
2.04
|
%
|
Savings deposits
|
12,786,719
|
|
|
12,808
|
|
|
0.40
|
%
|
|
10,331,078
|
|
|
45,586
|
|
|
1.75
|
%
|
||||
Time deposits
|
2,844,083
|
|
|
8,370
|
|
|
1.17
|
%
|
|
2,706,434
|
|
|
16,939
|
|
|
2.48
|
%
|
||||
Total interest-bearing deposits
|
19,906,376
|
|
|
27,830
|
|
|
0.56
|
%
|
|
16,615,417
|
|
|
80,967
|
|
|
1.93
|
%
|
||||
Other borrowings
|
2,811,435
|
|
|
3,493
|
|
|
0.49
|
%
|
|
2,896,477
|
|
|
16,538
|
|
|
2.27
|
%
|
||||
Subordinated notes
|
282,343
|
|
|
4,191
|
|
|
5.91
|
%
|
|
281,979
|
|
|
4,191
|
|
|
5.90
|
%
|
||||
Trust preferred subordinated debentures
|
113,406
|
|
|
648
|
|
|
2.28
|
%
|
|
113,406
|
|
|
1,237
|
|
|
4.33
|
%
|
||||
Total interest-bearing liabilities
|
23,113,560
|
|
|
36,162
|
|
|
0.62
|
%
|
|
19,907,279
|
|
|
102,933
|
|
|
2.05
|
%
|
||||
Demand deposits
|
12,202,065
|
|
|
|
|
|
|
9,992,406
|
|
|
|
|
|
||||||||
Other liabilities
|
314,500
|
|
|
|
|
|
|
264,506
|
|
|
|
|
|
||||||||
Stockholders’ equity
|
2,791,451
|
|
|
|
|
|
|
2,722,421
|
|
|
|
|
|
||||||||
Total liabilities and stockholders’ equity
|
$
|
38,421,576
|
|
|
|
|
|
|
$
|
32,886,612
|
|
|
|
|
|
||||||
Net interest income(2)
|
|
|
$
|
208,421
|
|
|
|
|
|
|
$
|
253,768
|
|
|
|
||||||
Net interest margin
|
|
|
|
|
2.22
|
%
|
|
|
|
|
|
3.16
|
%
|
||||||||
Net interest spread
|
|
|
|
|
1.98
|
%
|
|
|
|
|
|
2.39
|
%
|
||||||||
Loan spread(3)
|
|
|
|
|
3.33
|
%
|
|
|
|
|
|
3.48
|
%
|
(1)
|
The loan averages include non-accrual loans and are stated net of unearned income.
|
(2)
|
Taxable equivalent rates used where applicable.
|
(3)
|
Yield on loans, net of reserves, less funding cost including all deposits and borrowed funds.
|
|
Nine months ended September 30, 2020
|
|
Nine months ended September 30, 2019
|
||||||||||||||||||
(in thousands except percentages)
|
Average
Balance
|
|
Revenue/
Expense
|
|
Yield/
Rate
|
|
Average
Balance
|
|
Revenue/
Expense
|
|
Yield/
Rate
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment securities – taxable
|
$
|
203,437
|
|
|
$
|
2,364
|
|
|
1.55
|
%
|
|
$
|
36,452
|
|
|
$
|
918
|
|
|
3.37
|
%
|
Investment securities – non-taxable(2)
|
194,049
|
|
|
6,983
|
|
|
4.81
|
%
|
|
169,163
|
|
|
6,479
|
|
|
5.12
|
%
|
||||
Federal funds sold and securities purchased under resale agreements
|
151,892
|
|
|
692
|
|
|
0.61
|
%
|
|
64,384
|
|
|
1,090
|
|
|
2.26
|
%
|
||||
Interest-bearing deposits in other banks
|
9,265,177
|
|
|
24,777
|
|
|
0.36
|
%
|
|
2,841,699
|
|
|
48,540
|
|
|
2.28
|
%
|
||||
Loans held for sale
|
1,350,581
|
|
|
33,894
|
|
|
3.35
|
%
|
|
2,392,404
|
|
|
79,116
|
|
|
4.42
|
%
|
||||
Loans held for investment, mortgage finance
|
8,267,307
|
|
|
206,306
|
|
|
3.33
|
%
|
|
6,705,960
|
|
|
178,551
|
|
|
3.56
|
%
|
||||
Loans held for investment(1)(2)
|
16,632,017
|
|
|
529,981
|
|
|
4.26
|
%
|
|
16,849,987
|
|
|
717,541
|
|
|
5.69
|
%
|
||||
Less reserve for loan losses
|
234,587
|
|
|
—
|
|
|
—
|
|
|
203,968
|
|
|
—
|
|
|
—
|
|
||||
Loans held for investment, net
|
24,664,737
|
|
|
736,287
|
|
|
3.99
|
%
|
|
23,351,979
|
|
|
896,092
|
|
|
5.13
|
%
|
||||
Total earning assets
|
35,829,873
|
|
|
804,997
|
|
|
3.00
|
%
|
|
28,856,081
|
|
|
1,032,235
|
|
|
4.78
|
%
|
||||
Cash and other assets
|
1,030,076
|
|
|
|
|
|
|
945,623
|
|
|
|
|
|
||||||||
Total assets
|
$
|
36,859,949
|
|
|
|
|
|
|
$
|
29,801,704
|
|
|
|
|
|
||||||
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Transaction deposits
|
$
|
3,991,908
|
|
|
$
|
26,232
|
|
|
0.88
|
%
|
|
$
|
3,440,245
|
|
|
$
|
52,480
|
|
|
2.04
|
%
|
Savings deposits
|
12,133,598
|
|
|
62,279
|
|
|
0.69
|
%
|
|
9,332,059
|
|
|
128,253
|
|
|
1.84
|
%
|
||||
Time deposits
|
3,039,619
|
|
|
33,787
|
|
|
1.48
|
%
|
|
2,317,339
|
|
|
41,817
|
|
|
2.41
|
%
|
||||
Total interest-bearing deposits
|
19,165,125
|
|
|
122,298
|
|
|
0.85
|
%
|
|
15,089,643
|
|
|
222,550
|
|
|
1.97
|
%
|
||||
Other borrowings
|
3,146,756
|
|
|
18,489
|
|
|
0.78
|
%
|
|
3,110,761
|
|
|
57,234
|
|
|
2.46
|
%
|
||||
Subordinated notes
|
282,253
|
|
|
12,573
|
|
|
5.95
|
%
|
|
281,890
|
|
|
12,573
|
|
|
5.96
|
%
|
||||
Trust preferred subordinated debentures
|
113,406
|
|
|
2,573
|
|
|
3.03
|
%
|
|
113,406
|
|
|
3,863
|
|
|
4.55
|
%
|
||||
Total interest-bearing liabilities
|
22,707,540
|
|
|
155,933
|
|
|
0.92
|
%
|
|
18,595,700
|
|
|
296,220
|
|
|
2.13
|
%
|
||||
Demand deposits
|
11,028,119
|
|
|
|
|
|
|
8,333,719
|
|
|
|
|
|
||||||||
Other liabilities
|
293,101
|
|
|
|
|
|
|
236,136
|
|
|
|
|
|
||||||||
Stockholders’ equity
|
2,831,189
|
|
|
|
|
|
|
2,636,148
|
|
|
|
|
|
||||||||
Total liabilities and stockholders’ equity
|
$
|
36,859,949
|
|
|
|
|
|
|
$
|
29,801,704
|
|
|
|
|
|
||||||
Net interest income(2)
|
|
|
$
|
649,064
|
|
|
|
|
|
|
$
|
736,015
|
|
|
|
||||||
Net interest margin
|
|
|
|
|
2.42
|
%
|
|
|
|
|
|
3.41
|
%
|
||||||||
Net interest spread
|
|
|
|
|
2.08
|
%
|
|
|
|
|
|
2.65
|
%
|
||||||||
Loan spread(3)
|
|
|
|
|
3.39
|
%
|
|
|
|
|
|
3.65
|
%
|
(1)
|
The loan averages include non-accrual loans and are stated net of unearned income.
|
(2)
|
Taxable equivalent rates used where applicable.
|
(3)
|
Yield on loans, net of reserves, less funding cost including all deposits and borrowed funds.
|
|
Three months ended September 30, 2020/2019
|
|
Nine months ended September 30, 2020/2019
|
||||||||||||||||||||
|
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
|
$
|
1,307
|
|
|
$
|
5,628
|
|
|
$
|
(4,321
|
)
|
|
$
|
1,950
|
|
|
$
|
6,817
|
|
|
$
|
(4,867
|
)
|
Loans held for sale
|
(22,339
|
)
|
|
(20,637
|
)
|
|
(1,702
|
)
|
|
(45,222
|
)
|
|
(31,939
|
)
|
|
(13,283
|
)
|
||||||
Loans held for investment, mortgage finance loans
|
7,804
|
|
|
7,994
|
|
|
(190
|
)
|
|
27,755
|
|
|
42,770
|
|
|
(15,015
|
)
|
||||||
Loans held for investment
|
(78,327
|
)
|
|
(8,577
|
)
|
|
(69,750
|
)
|
|
(187,560
|
)
|
|
(9,085
|
)
|
|
(178,475
|
)
|
||||||
Federal funds sold and securities purchased under resale agreements
|
(553
|
)
|
|
(487
|
)
|
|
(66
|
)
|
|
(398
|
)
|
|
1,523
|
|
|
(1,921
|
)
|
||||||
Interest-bearing deposits in other banks
|
(20,010
|
)
|
|
37,438
|
|
|
(57,448
|
)
|
|
(23,763
|
)
|
|
111,280
|
|
|
(135,043
|
)
|
||||||
Total
|
(112,118
|
)
|
|
21,359
|
|
|
(133,477
|
)
|
|
(227,238
|
)
|
|
121,366
|
|
|
(348,604
|
)
|
||||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Transaction deposits
|
(11,790
|
)
|
|
3,587
|
|
|
(15,377
|
)
|
|
(26,248
|
)
|
|
8,411
|
|
|
(34,659
|
)
|
||||||
Savings deposits
|
(32,778
|
)
|
|
10,832
|
|
|
(43,610
|
)
|
|
(65,974
|
)
|
|
38,657
|
|
|
(104,631
|
)
|
||||||
Time deposits
|
(8,569
|
)
|
|
860
|
|
|
(9,429
|
)
|
|
(8,030
|
)
|
|
12,891
|
|
|
(20,921
|
)
|
||||||
Other borrowings
|
(13,045
|
)
|
|
(487
|
)
|
|
(12,558
|
)
|
|
(38,745
|
)
|
|
820
|
|
|
(39,565
|
)
|
||||||
Long-term debt
|
(589
|
)
|
|
5
|
|
|
(594
|
)
|
|
(1,290
|
)
|
|
15
|
|
|
(1,305
|
)
|
||||||
Total
|
(66,771
|
)
|
|
14,797
|
|
|
(81,568
|
)
|
|
(140,287
|
)
|
|
60,794
|
|
|
(201,081
|
)
|
||||||
Net interest income
|
$
|
(45,347
|
)
|
|
$
|
6,562
|
|
|
$
|
(51,909
|
)
|
|
$
|
(86,951
|
)
|
|
$
|
60,572
|
|
|
$
|
(147,523
|
)
|
(1)
|
Yield/rate and volume variances are allocated to yield/rate.
|
(2)
|
Taxable equivalent rates used where applicable assuming a 21% tax rate.
|
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||||||||
(in thousands)
|
2020
|
|
2019
|
2020
|
|
2019
|
||||||||
Service charges on deposit accounts
|
$
|
2,864
|
|
|
$
|
2,707
|
|
$
|
8,616
|
|
|
$
|
8,535
|
|
Wealth management and trust fee income
|
2,502
|
|
|
2,330
|
|
7,317
|
|
|
6,468
|
|
||||
Brokered loan fees
|
15,034
|
|
|
8,691
|
|
33,813
|
|
|
21,093
|
|
||||
Servicing income
|
7,329
|
|
|
3,549
|
|
18,195
|
|
|
9,409
|
|
||||
Swap fees
|
484
|
|
|
1,196
|
|
4,709
|
|
|
2,828
|
|
||||
Net gain/(loss) on sale of loans held for sale
|
25,242
|
|
|
(6,011
|
)
|
51,265
|
|
|
(12,502
|
)
|
||||
Other(1)
|
6,893
|
|
|
7,839
|
|
18,715
|
|
|
38,848
|
|
||||
Total non-interest income
|
$
|
60,348
|
|
|
$
|
20,301
|
|
$
|
142,630
|
|
|
$
|
74,679
|
|
(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, income from legal settlements and other general operating income.
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
(in thousands)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Salaries and employee benefits
|
$
|
84,096
|
|
|
$
|
80,722
|
|
|
$
|
262,080
|
|
|
$
|
238,235
|
|
Net occupancy expense
|
8,736
|
|
|
8,125
|
|
|
26,582
|
|
|
23,914
|
|
||||
Marketing
|
3,636
|
|
|
14,753
|
|
|
20,146
|
|
|
40,548
|
|
||||
Legal and professional
|
11,207
|
|
|
11,394
|
|
|
40,003
|
|
|
31,428
|
|
||||
Communications and technology
|
31,098
|
|
|
10,805
|
|
|
87,649
|
|
|
31,025
|
|
||||
FDIC insurance assessment
|
6,374
|
|
|
5,220
|
|
|
19,363
|
|
|
14,480
|
|
||||
Servicing-related expenses
|
12,287
|
|
|
8,165
|
|
|
48,758
|
|
|
19,613
|
|
||||
Merger-related expenses
|
—
|
|
|
—
|
|
|
17,756
|
|
|
—
|
|
||||
Other(1)
|
8,307
|
|
|
10,245
|
|
|
31,173
|
|
|
33,420
|
|
||||
Total non-interest expense
|
$
|
165,741
|
|
|
$
|
149,429
|
|
|
$
|
553,510
|
|
|
$
|
432,663
|
|
(1)
|
Other expense includes such items as courier expenses, regulatory assessments other than FDIC insurance, insurance expenses and other general operating expenses.
|
|
September 30, 2020
|
|
December 31, 2019
|
||||
(in thousands)
|
|
||||||
Commercial
|
$
|
8,786,917
|
|
|
$
|
9,133,444
|
|
Energy
|
968,993
|
|
|
1,425,309
|
|
||
Mortgage finance
|
9,378,104
|
|
|
8,169,849
|
|
||
Real estate
|
6,112,672
|
|
|
6,008,040
|
|
||
Gross loans held for investment
|
$
|
25,246,686
|
|
|
$
|
24,736,642
|
|
Deferred income (net of direct origination costs)
|
(78,624
|
)
|
|
$
|
(90,380
|
)
|
|
Allowance for credit losses on loans
|
(290,165
|
)
|
|
$
|
(195,047
|
)
|
|
Total loans held for investment, net
|
$
|
24,877,897
|
|
|
$
|
24,451,215
|
|
(in thousands)
|
September 30, 2020
|
|
December 31, 2019
|
|
September 30, 2019
|
||||||
Non-accrual loans(1)
|
|
|
|
|
|
||||||
Commercial
|
|
|
|
|
|
||||||
Assets of the borrowers
|
$
|
35,829
|
|
|
$
|
57,901
|
|
|
$
|
21,975
|
|
Inventory
|
15,266
|
|
|
26,426
|
|
|
18,133
|
|
|||
Other
|
11,416
|
|
|
4,308
|
|
|
6,013
|
|
|||
Total commercial
|
62,511
|
|
|
88,635
|
|
|
46,121
|
|
|||
Energy
|
|
|
|
|
|
||||||
Oil and gas properties
|
73,811
|
|
|
125,049
|
|
|
63,189
|
|
|||
Total energy
|
73,811
|
|
|
125,049
|
|
|
63,189
|
|
|||
Real estate
|
|
|
|
|
|
|
|
|
|||
Assets of the borrowers
|
14,663
|
|
|
—
|
|
|
—
|
|
|||
Commercial property
|
5,437
|
|
|
1,751
|
|
|
1,167
|
|
|||
Single family residences
|
218
|
|
|
1,449
|
|
|
1,452
|
|
|||
Other
|
5,306
|
|
|
8,500
|
|
|
8,757
|
|
|||
Total real estate
|
25,624
|
|
|
11,700
|
|
|
11,376
|
|
|||
Total non-performing assets
|
$
|
161,946
|
|
|
$
|
225,384
|
|
|
$
|
120,686
|
|
Restructured loans - accruing
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Loans held for investment past due 90 days and accruing(2)
|
$
|
15,896
|
|
|
$
|
17,584
|
|
|
$
|
29,648
|
|
Loans held for sale past due 90 days and accruing(3)
|
$
|
15,631
|
|
|
$
|
8,207
|
|
|
$
|
9,187
|
|
(1)
|
As of September 30, 2020, December 31, 2019 and September 30, 2019, non-accrual loans included $47.7 million, $35.1 million and $15.5 million, respectively, in loans that met the criteria for restructured.
|
(2)
|
At September 30, 2020, December 31, 2019 and September 30, 2019, loans past due 90 days and still accruing includes premium finance loans of $11.9 million, $8.5 million and $9.2 million, respectively.
|
(3)
|
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.
|
(in thousands except percentage data)
|
|
September 30, 2020
|
|
December 31, 2019
|
|
September 30, 2019
|
||||||
Federal funds sold and securities purchased under resale agreements
|
|
$
|
—
|
|
|
$
|
30,000
|
|
|
$
|
25,000
|
|
Interest-bearing deposits
|
|
10,461,544
|
|
|
4,233,766
|
|
|
4,968,185
|
|
|||
Total liquidity assets
|
|
$
|
10,461,544
|
|
|
$
|
4,263,766
|
|
|
$
|
4,993,185
|
|
Total liquidity assets as a percent of:
|
|
|
|
|
|
|
||||||
Total loans held for investment
|
|
42.1
|
%
|
|
17.3
|
%
|
|
20.2
|
%
|
|||
Total earning assets
|
|
28.0
|
%
|
|
13.5
|
%
|
|
15.4
|
%
|
|||
Total deposits
|
|
32.7
|
%
|
|
16.1
|
%
|
|
18.2
|
%
|
(in thousands)
|
September 30, 2020
|
|
December 31, 2019
|
|
September 30, 2019
|
||||||
Deposits from core customers
|
$
|
27,339,283
|
|
|
$
|
22,549,568
|
|
|
$
|
22,885,756
|
|
Deposits from core customers as a percent of total deposits
|
85.5
|
%
|
|
85.2
|
%
|
|
83.5
|
%
|
|||
Relationship brokered deposits
|
$
|
2,295,530
|
|
|
$
|
1,617,247
|
|
|
$
|
2,430,543
|
|
Relationship brokered deposits as a percent of average total deposits
|
7.2
|
%
|
|
6.1
|
%
|
|
8.9
|
%
|
|||
Traditional brokered deposits
|
$
|
2,324,674
|
|
|
$
|
2,311,778
|
|
|
$
|
2,097,004
|
|
Traditional brokered deposits as a percent of total deposits
|
7.3
|
%
|
|
8.7
|
%
|
|
7.6
|
%
|
|||
Average deposits from core customers(1)
|
$
|
25,580,278
|
|
|
$
|
20,747,292
|
|
|
$
|
19,431,375
|
|
Average deposits from core customers as a percent of average total deposits
|
84.7
|
%
|
|
84.1
|
%
|
|
82.9
|
%
|
|||
Average relationship brokered deposits(1)
|
$
|
2,078,708
|
|
|
$
|
2,096,287
|
|
|
$
|
2,190,618
|
|
Average relationship brokered deposits as a percent of average total deposits
|
6.9
|
%
|
|
8.5
|
%
|
|
9.4
|
%
|
|||
Average traditional brokered deposits(1)
|
$
|
2,534,258
|
|
|
$
|
1,813,037
|
|
|
$
|
1,801,369
|
|
Average traditional brokered deposits as a percent of average total deposits
|
8.4
|
%
|
|
7.4
|
%
|
|
7.7
|
%
|
(in thousands)
|
|
September 30, 2020
|
||
Federal funds purchased
|
|
$
|
202,605
|
|
Repurchase agreements
|
|
5,578
|
|
|
FHLB borrowings
|
|
2,700,000
|
|
|
Line of credit
|
|
—
|
|
|
Total short-term borrowings
|
|
$
|
2,908,183
|
|
Maximum short-term borrowings outstanding at any month-end during 2020
|
|
$
|
5,195,267
|
|
(in thousands)
|
|
September 30, 2020
|
||
FHLB borrowing capacity relating to loans
|
|
$
|
7,987,126
|
|
FHLB borrowing capacity relating to securities
|
|
1,118,321
|
|
|
Total FHLB borrowing capacity(1)
|
|
$
|
9,105,447
|
|
Unused federal funds lines available from commercial banks
|
|
$
|
975,000
|
|
Unused Federal Reserve borrowings capacity
|
|
$
|
2,230,000
|
|
Unused revolving line of credit(2)
|
|
$
|
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 15, 2020. 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 the nine months ended September 30, 2020.
|
(in thousands)
|
|
Within One
Year
|
|
After One But
Within Three
Years
|
|
After Three
But Within
Five Years
|
|
After
Five
Years
|
|
Total
|
||||||||||
Deposits without a stated maturity
|
|
$
|
29,142,214
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,142,214
|
|
Time deposits
|
|
1,769,116
|
|
|
1,043,127
|
|
|
5,024
|
|
|
6
|
|
|
2,817,273
|
|
|||||
Federal funds purchased and customer repurchase agreements
|
|
208,183
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
208,183
|
|
|||||
FHLB borrowings
|
|
2,700,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,700,000
|
|
|||||
Subordinated notes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
282,400
|
|
|
282,400
|
|
|||||
Trust preferred subordinated debentures
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113,406
|
|
|
113,406
|
|
|||||
Total contractual obligations
|
|
$
|
33,819,513
|
|
|
$
|
1,043,127
|
|
|
$
|
5,024
|
|
|
$
|
395,812
|
|
|
$
|
35,263,476
|
|
ITEM 3.
|
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
|
$
|
10,461,544
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,461,544
|
|
Investment securities(1)
|
42,958
|
|
|
931
|
|
|
719
|
|
|
1,322,705
|
|
|
1,367,313
|
|
|||||
Total variable loans
|
$
|
22,150,473
|
|
|
$
|
135,188
|
|
|
$
|
26,846
|
|
|
$
|
279,597
|
|
|
$
|
22,592,104
|
|
Total fixed loans
|
235,631
|
|
|
1,309,363
|
|
|
934,563
|
|
|
823,034
|
|
|
3,302,591
|
|
|||||
Total loans(2)
|
22,386,104
|
|
|
1,444,551
|
|
|
961,409
|
|
|
1,102,631
|
|
|
25,894,695
|
|
|||||
Total interest sensitive assets
|
$
|
32,890,606
|
|
|
$
|
1,445,482
|
|
|
$
|
962,128
|
|
|
$
|
2,425,336
|
|
|
$
|
37,723,552
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing customer deposits
|
$
|
16,803,002
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,803,002
|
|
CDs & IRAs
|
176,981
|
|
|
255,064
|
|
|
55,524
|
|
|
5,030
|
|
|
492,599
|
|
|||||
Traditional brokered deposits
|
681,450
|
|
|
655,621
|
|
|
987,603
|
|
|
—
|
|
|
2,324,674
|
|
|||||
Total interest-bearing deposits
|
17,661,433
|
|
|
910,685
|
|
|
1,043,127
|
|
|
5,030
|
|
|
19,620,275
|
|
|||||
Repurchase agreements, federal funds purchased, FHLB borrowings
|
908,183
|
|
|
2,000,000
|
|
|
—
|
|
|
—
|
|
|
2,908,183
|
|
|||||
Subordinated notes
|
—
|
|
|
—
|
|
|
—
|
|
|
282,400
|
|
|
282,400
|
|
|||||
Trust preferred subordinated debentures
|
—
|
|
|
—
|
|
|
—
|
|
|
113,406
|
|
|
113,406
|
|
|||||
Total borrowings
|
908,183
|
|
|
2,000,000
|
|
|
—
|
|
|
395,806
|
|
|
3,303,989
|
|
|||||
Total interest sensitive liabilities
|
$
|
18,569,616
|
|
|
$
|
2,910,685
|
|
|
$
|
1,043,127
|
|
|
$
|
400,836
|
|
|
$
|
22,924,264
|
|
GAP
|
$
|
14,320,990
|
|
|
$
|
(1,465,203
|
)
|
|
$
|
(80,999
|
)
|
|
$
|
2,024,500
|
|
|
$
|
—
|
|
Cumulative GAP
|
$
|
14,320,990
|
|
|
$
|
12,855,787
|
|
|
$
|
12,774,788
|
|
|
$
|
14,799,288
|
|
|
$
|
14,799,288
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Demand deposits
|
|
|
|
|
|
|
|
|
12,339,212
|
|
|||||||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
2,800,404
|
|
|||||||||
Total
|
|
|
|
|
|
|
|
|
$
|
15,139,616
|
|
(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
|
||||||||||||||||||
|
September 30, 2020
|
|
September 30, 2019
|
||||||||||||||||
(in thousands)
|
100 bps Increase
|
|
200 bps Increase
|
|
100 bps Increase
|
|
200 bps Increase
|
|
100 bps Decrease
|
||||||||||
Change in net interest income
|
$
|
52,308
|
|
|
$
|
121,512
|
|
|
$
|
97,080
|
|
|
$
|
194,542
|
|
|
$
|
(99,756
|
)
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 6.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
3.1
|
|
31.1
|
|
31.2
|
|
32.1
|
|
32.2
|
|
101.INS
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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
|
/s/ Julie Anderson
|
Julie Anderson
|
Chief Financial Officer
|
(Duly authorized officer and principal financial officer)
|
1.
|
I have reviewed this report on Form 10-Q 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 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: October 22, 2020
|
|
/S/ Larry Helm
|
Larry Helm
|
Executive Chairman and Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-Q 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 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: October 22, 2020
|
|
/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/ Larry Helm
|
Larry Helm
|
Executive Chairman and Chief Executive Officer
|
Date: October 22, 2020
|
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: October 22, 2020
|