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Texas
|
74-1751768
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
100 W. Houston Street, San Antonio, Texas
|
78205
|
(Address of principal executive offices)
|
(Zip code)
|
Common Stock, $.01 Par Value,
|
The New York Stock Exchange, Inc.
|
(Title of each class)
|
(Name of each exchange on which registered)
|
Large accelerated filer
|
ý
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
|
|
Page
|
PART I
|
|
|
|
|
|
Item 1.
|
||
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|
Item 1A.
|
||
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Item 1B.
|
||
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|
|
Item 2.
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||
|
|
|
Item 3.
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||
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|
|
Item 4.
|
||
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PART II
|
|
|
|
|
|
Item 5.
|
||
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|
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Item 6.
|
||
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|
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Item 7.
|
||
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|
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Item 7A.
|
||
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|
|
Item 8.
|
||
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Item 9.
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||
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|
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Item 9A.
|
||
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Item 9B.
|
||
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|
|
PART III
|
|
|
|
|
|
Item 10.
|
||
|
|
|
Item 11.
|
||
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|
|
Item 12.
|
||
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|
|
Item 13.
|
||
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|
|
Item 14.
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||
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|
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PART IV
|
|
|
|
|
|
Item 15.
|
||
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|
SIGNATURES
|
•
|
Commercial Banking.
Frost Bank provides commercial banking services to corporations and other business clients. Loans are made for a wide variety of general corporate purposes, including financing for industrial and commercial properties and to a lesser extent, financing for interim construction related to industrial and commercial properties, financing for equipment, inventories and accounts receivable, and acquisition financing. The Corporation also originates commercial leases and offers treasury management services.
|
•
|
Consumer Services.
Frost Bank provides a full range of consumer banking services, including checking accounts, savings programs, ATMs, overdraft facilities, installment and real estate loans, home equity loans and lines of credit, drive-in and night deposit services, safe deposit facilities and brokerage services.
|
•
|
International Banking.
Frost Bank provides international banking services to customers residing in or dealing with businesses located in Mexico. These services consist of accepting deposits (generally only in U.S. dollars), making loans (in U.S. dollars only), issuing letters of credit, handling foreign collections, transmitting funds, and to a limited extent, dealing in foreign exchange.
|
•
|
Correspondent Banking.
Frost Bank acts as correspondent for approximately 333 financial institutions, which are primarily banks in Texas. These banks maintain deposits with Frost Bank, which offers them a full range of services including check clearing, transfer of funds, fixed income security services, and securities custody and clearance services.
|
•
|
Trust Services.
Frost Bank provides a wide range of trust, investment, agency and custodial services for individual and corporate clients. These services include the administration of estates and personal trusts, as well as the management of investment accounts for individuals, employee benefit plans and charitable foundations. At December 31, 2013, the estimated fair value of trust assets was $28.4 billion, including managed assets of $11.9 billion and custody assets of $16.5 billion.
|
•
|
Capital Markets - Fixed-Income Services
. Frost Bank’s Capital Markets Division supports the transaction needs of fixed-income institutional investors. Services include sales and trading, new issue underwriting, money market trading, and securities safekeeping and clearance.
|
•
|
Global Trade
Services.
Frost Bank's Global Trade Services Division supports international business activities including foreign exchange, international letters of credit and export-import financing, among other things.
|
•
|
Core Capital (Tier 1)
. Tier 1 capital includes common equity, retained earnings, qualifying non-cumulative perpetual preferred stock, minority interests in equity accounts of consolidated subsidiaries (and, under existing standards, a limited amount of qualifying trust preferred securities and qualifying cumulative perpetual preferred stock at the holding company level), less goodwill, most intangible assets and certain other assets.
|
•
|
Supplementary Capital (Tier 2).
Tier 2 capital includes, among other things, perpetual preferred stock and trust preferred securities not meeting the Tier 1 definition, qualifying mandatory convertible debt securities, qualifying subordinated debt, and allowances for loan and lease losses, subject to limitations.
|
•
|
4.5% CET1 to risk-weighted assets.
|
•
|
6.0% Tier 1 capital to risk-weighted assets.
|
•
|
8.0% Total capital to risk-weighted assets.
|
•
|
Applying a 150% risk weight instead of a 100% risk weight for certain high volatility commercial real estate acquisition, development and construction loans.
|
•
|
Assigning a 150% risk weight to exposures (other than residential mortgage exposures) that are 90 days past due.
|
•
|
Providing for a 20% credit conversion factor for the unused portion of a commitment with an original maturity of one year or less that is not unconditionally cancellable (currently set at 0%).
|
•
|
Providing for a risk weight, generally not less than 20% with certain exceptions, for securities lending transactions based on the risk weight category of the underlying collateral securing the transaction.
|
•
|
Providing for a 100% risk weight for claims on securities firms.
|
•
|
Eliminating the current 50% cap on the risk weight for OTC derivatives.
|
•
|
Risks to consumers and compliance with the federal consumer financial laws, when it evaluates the policies and practices of a financial institution.
|
•
|
The markets in which firms operate and risks to consumers posed by activities in those markets.
|
•
|
Depository institutions that offer a wide variety of consumer financial products and services; depository institutions with a more specialized focus.
|
•
|
Non-depository companies that offer one or more consumer financial products or services.
|
Name and Position Held
|
Age
|
Recent Business Experience
|
|
|
|
Richard W. Evans, Jr.
Chairman of the Board, Chief
Executive Officer and Director
|
67
|
Officer of Frost Bank since 1973. Chairman of the Board and Chief Executive Officer of Cullen/Frost from October 1997 to present.
|
Patrick B. Frost
President of Frost Bank
and Director
|
53
|
Officer of Frost Bank since 1985. President of Frost Bank from August 1993 to present. Director of Cullen/Frost from May 1997 to present.
|
Phillip D. Green
Group Executive Vice President,
Chief Financial Officer
|
59
|
Officer of Frost Bank since July 1980. Group Executive Vice President, Chief Financial Officer of Cullen/Frost from October 1995 to present.
|
David W. Beck
President, Chief Business
Banking Officer of Frost Bank
|
63
|
Officer of Frost Bank since July 1973. President, Chief Business Banking Officer of Frost Bank from February 2001 to present.
|
Robert A. Berman
Group Executive Vice President,
E-Commerce Operations Research
and Strategy of Frost Bank
|
51
|
Officer of Frost Bank since January 1989. Group Executive Vice President, E-Commerce Operations Research and Strategy of Frost Bank from May 2001 to present.
|
Paul H. Bracher
President, State Regions of Frost Bank
|
57
|
Officer of Frost Bank since January 1982. President, State Regions of Frost Bank from February 2001 to present.
|
Richard Kardys
Group Executive Vice President, Frost
Wealth Advisors of Frost Bank
|
67
|
Officer of Frost Bank since January 1977. Group Executive Vice President, Frost Wealth Advisors of Frost Bank from May 2001 to present.
|
Paul J. Olivier
Group Executive Vice President, Chief
Consumer Banking Officer of Frost
Bank
|
61
|
Officer of Frost Bank since August 1976. Group Executive Vice President, Chief Consumer Banking Officer of Frost Bank from May 2001 to present.
|
William L. Perotti
Group Executive Vice President, Chief
Credit Officer and Chief Risk Officer of
Frost Bank
|
56
|
Officer of Frost Bank since December 1982. Group Executive Vice President, Chief Credit Officer of Frost Bank from May 2001 to present. Chief Risk Officer of Frost Bank from April 2005 to present.
|
Emily A. Skillman
Group Executive Vice President, Human
Resources of Frost Bank
|
69
|
Officer of Frost Bank since January 1998. Group Executive Vice President, Human Resources of Frost Bank from October 2003 to present.
|
•
|
The ability to develop, maintain and build long-term customer relationships based on top quality service, high ethical standards and safe, sound assets.
|
•
|
The ability to expand the Corporation’s market position.
|
•
|
The scope, relevance and pricing of products and services offered to meet customer needs and demands.
|
•
|
The rate at which the Corporation introduces new products and services relative to its competitors.
|
•
|
Customer satisfaction with the Corporation’s level of service.
|
•
|
Industry and general economic trends.
|
•
|
Potential exposure to unknown or contingent liabilities of the target company.
|
•
|
Exposure to potential asset quality issues of the target company.
|
•
|
Potential disruption to the Corporation’s business.
|
•
|
Potential diversion of the Corporation’s management’s time and attention.
|
•
|
The possible loss of key employees and customers of the target company.
|
•
|
Difficulty in estimating the value of the target company.
|
•
|
Potential changes in banking or tax laws or regulations that may affect the target company.
|
•
|
Actual or anticipated variations in quarterly results of operations.
|
•
|
Recommendations by securities analysts.
|
•
|
Operating and stock price performance of other companies that investors deem comparable to the Corporation.
|
•
|
News reports relating to trends, concerns and other issues in the financial services industry.
|
•
|
Perceptions in the marketplace regarding the Corporation and/or its competitors.
|
•
|
New technology used, or services offered, by competitors.
|
•
|
Significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving the Corporation or its competitors.
|
•
|
Failure to integrate acquisitions or realize anticipated benefits from acquisitions.
|
•
|
Changes in government regulations.
|
•
|
Geopolitical conditions such as acts or threats of terrorism or military conflicts.
|
|
2013
|
|
2012
|
||||||||||||
Sales Price Per Share
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First quarter
|
$
|
62.62
|
|
|
$
|
54.91
|
|
|
$
|
61.11
|
|
|
$
|
53.54
|
|
Second quarter
|
67.20
|
|
|
59.11
|
|
|
59.65
|
|
|
54.22
|
|
||||
Third quarter
|
76.36
|
|
|
66.96
|
|
|
60.21
|
|
|
53.88
|
|
||||
Fourth quarter
|
74.67
|
|
|
69.12
|
|
|
58.42
|
|
|
53.37
|
|
Cash Dividends Per Share
|
2013
|
|
2012
|
||||
First quarter
|
$
|
0.48
|
|
|
$
|
0.46
|
|
Second quarter
|
0.50
|
|
|
0.48
|
|
||
Third quarter
|
0.50
|
|
|
0.48
|
|
||
Fourth quarter
|
0.50
|
|
|
0.48
|
|
||
Total
|
$
|
1.98
|
|
|
$
|
1.90
|
|
Plan Category
|
Number of Shares
to be Issued Upon
Exercise of
Outstanding Awards
|
|
Weighted-Average
Exercise
Price of
Outstanding
Awards
|
|
Number of Shares
Available for
Future Grants
|
||||
Plans approved by shareholders
|
4,738,690
|
|
|
$
|
54.35
|
|
|
2,862,603
|
|
Plans not approved by shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
4,738,690
|
|
|
$
|
54.35
|
|
|
2,862,603
|
|
Period
|
|
Total Number of
Shares Purchased
|
|
Average Price
Paid Per Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
|
|
Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans at
the End of the Period
|
||||||
October 1, 2013 to October 31, 2013
|
|
8,824
|
|
(1)
|
$
|
71.47
|
|
|
—
|
|
|
$
|
6,000
|
|
November 1, 2013 to November 30, 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,000
|
|
||
December 1, 2013 to December 31, 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,000
|
|
||
Total
|
|
8,824
|
|
|
$
|
71.47
|
|
|
—
|
|
|
|
(1)
|
Represents repurchases made in connection with the vesting of certain share awards.
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
||||||||||||
Cullen/Frost
|
$
|
100.00
|
|
|
$
|
102.34
|
|
|
$
|
129.31
|
|
|
$
|
115.85
|
|
|
$
|
122.91
|
|
|
$
|
173.63
|
|
S&P 500
|
100.00
|
|
|
126.46
|
|
|
145.51
|
|
|
148.59
|
|
|
172.37
|
|
|
228.19
|
|
||||||
S&P 500 Banks
|
100.00
|
|
|
93.41
|
|
|
111.94
|
|
|
99.95
|
|
|
124.17
|
|
|
168.52
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Consolidated Statements of Income
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans, including fees
|
$
|
415,230
|
|
|
$
|
401,364
|
|
|
$
|
397,855
|
|
|
$
|
409,651
|
|
|
$
|
432,222
|
|
Securities
|
219,904
|
|
|
225,844
|
|
|
218,744
|
|
|
202,713
|
|
|
188,446
|
|
|||||
Interest-bearing deposits
|
7,284
|
|
|
4,300
|
|
|
6,357
|
|
|
4,901
|
|
|
2,161
|
|
|||||
Federal funds sold and resell agreements
|
82
|
|
|
104
|
|
|
61
|
|
|
74
|
|
|
207
|
|
|||||
Total interest income
|
642,500
|
|
|
631,612
|
|
|
623,017
|
|
|
617,339
|
|
|
623,036
|
|
|||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
14,459
|
|
|
18,099
|
|
|
22,179
|
|
|
29,973
|
|
|
56,015
|
|
|||||
Federal funds purchased and repurchase agreements
|
121
|
|
|
140
|
|
|
312
|
|
|
437
|
|
|
1,052
|
|
|||||
Junior subordinated deferrable interest debentures
|
6,426
|
|
|
6,806
|
|
|
6,783
|
|
|
6,982
|
|
|
7,231
|
|
|||||
Subordinated notes payable and other borrowings
|
939
|
|
|
1,706
|
|
|
11,967
|
|
|
16,488
|
|
|
22,059
|
|
|||||
Total interest expense
|
21,945
|
|
|
26,751
|
|
|
41,241
|
|
|
53,880
|
|
|
86,357
|
|
|||||
Net interest income
|
620,555
|
|
|
604,861
|
|
|
581,776
|
|
|
563,459
|
|
|
536,679
|
|
|||||
Provision for loan losses
|
20,582
|
|
|
10,080
|
|
|
27,445
|
|
|
43,611
|
|
|
65,392
|
|
|||||
Net interest income after provision for loan losses
|
599,973
|
|
|
594,781
|
|
|
554,331
|
|
|
519,848
|
|
|
471,287
|
|
|||||
Non-interest income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Trust and investment management fees
|
91,375
|
|
|
83,317
|
|
|
78,297
|
|
|
72,321
|
|
|
69,933
|
|
|||||
Service charges on deposit accounts
|
81,432
|
|
|
83,392
|
|
|
86,125
|
|
|
91,025
|
|
|
96,525
|
|
|||||
Insurance commissions and fees
|
43,140
|
|
|
39,948
|
|
|
35,421
|
|
|
34,015
|
|
|
33,096
|
|
|||||
Interchange and debit card transaction fees
|
16,979
|
|
|
16,933
|
|
|
29,625
|
|
|
30,542
|
|
|
26,248
|
|
|||||
Other charges, commissions and fees
|
34,185
|
|
|
30,180
|
|
|
27,750
|
|
|
25,380
|
|
|
23,826
|
|
|||||
Net gain (loss) on securities transactions
|
1,176
|
|
|
4,314
|
|
|
6,414
|
|
|
6
|
|
|
(1,260
|
)
|
|||||
Other
|
34,531
|
|
|
30,703
|
|
|
26,370
|
|
|
28,744
|
|
|
45,338
|
|
|||||
Total non-interest income
|
302,818
|
|
|
288,787
|
|
|
290,002
|
|
|
282,033
|
|
|
293,706
|
|
|||||
Non-interest expense:
|
|
|
|
|
|
|
|
|
|
||||||||||
Salaries and wages
|
273,692
|
|
|
258,752
|
|
|
252,028
|
|
|
239,589
|
|
|
230,643
|
|
|||||
Employee benefits
|
62,407
|
|
|
57,635
|
|
|
52,939
|
|
|
52,352
|
|
|
55,224
|
|
|||||
Net occupancy
|
50,468
|
|
|
48,975
|
|
|
46,968
|
|
|
46,166
|
|
|
44,188
|
|
|||||
Furniture and equipment
|
58,443
|
|
|
55,279
|
|
|
51,469
|
|
|
47,651
|
|
|
44,223
|
|
|||||
Deposit insurance
|
11,682
|
|
|
11,087
|
|
|
12,714
|
|
|
20,451
|
|
|
25,812
|
|
|||||
Intangible amortization
|
3,141
|
|
|
3,896
|
|
|
4,387
|
|
|
5,125
|
|
|
6,537
|
|
|||||
Other
|
152,077
|
|
|
139,469
|
|
|
137,593
|
|
|
124,207
|
|
|
125,611
|
|
|||||
Total non-interest expense
|
611,910
|
|
|
575,093
|
|
|
558,098
|
|
|
535,541
|
|
|
532,238
|
|
|||||
Income before income taxes
|
290,881
|
|
|
308,475
|
|
|
286,235
|
|
|
266,340
|
|
|
232,755
|
|
|||||
Income taxes
|
53,015
|
|
|
70,523
|
|
|
68,700
|
|
|
57,576
|
|
|
53,721
|
|
|||||
Net income
|
237,866
|
|
|
237,952
|
|
|
217,535
|
|
|
208,764
|
|
|
179,034
|
|
|||||
Preferred stock dividends
|
6,719
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income available to common shareholders
|
$
|
231,147
|
|
|
$
|
237,952
|
|
|
$
|
217,535
|
|
|
$
|
208,764
|
|
|
$
|
179,034
|
|
|
As of or for the Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Per Common Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income - basic
|
$
|
3.82
|
|
|
$
|
3.87
|
|
|
$
|
3.55
|
|
|
$
|
3.44
|
|
|
$
|
3.00
|
|
Net income - diluted
|
3.80
|
|
|
3.86
|
|
|
3.54
|
|
|
3.44
|
|
|
3.00
|
|
|||||
Cash dividends declared and paid
|
1.98
|
|
|
1.90
|
|
|
1.83
|
|
|
1.78
|
|
|
1.71
|
|
|||||
Book value
|
39.13
|
|
|
39.32
|
|
|
37.27
|
|
|
33.74
|
|
|
31.55
|
|
|||||
Common Shares Outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Period-end
|
60,566
|
|
|
61,479
|
|
|
61,264
|
|
|
61,108
|
|
|
60,038
|
|
|||||
Weighted-average shares - basic
|
60,350
|
|
|
61,298
|
|
|
61,101
|
|
|
60,411
|
|
|
59,456
|
|
|||||
Dilutive effect of stock compensation
|
766
|
|
|
345
|
|
|
177
|
|
|
175
|
|
|
58
|
|
|||||
Weighted - average shares - diluted
|
61,116
|
|
|
61,643
|
|
|
61,278
|
|
|
60,586
|
|
|
59,514
|
|
|||||
Performance Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average assets
|
1.02
|
%
|
|
1.14
|
%
|
|
1.17
|
%
|
|
1.21
|
%
|
|
1.14
|
%
|
|||||
Return on average common equity
|
9.93
|
|
|
10.03
|
|
|
10.01
|
|
|
10.30
|
|
|
9.78
|
|
|||||
Net interest income to average earning assets
|
3.41
|
|
|
3.59
|
|
|
3.88
|
|
|
4.08
|
|
|
4.23
|
|
|||||
Dividend pay-out ratio
|
51.75
|
|
|
49.11
|
|
|
51.58
|
|
|
51.75
|
|
|
57.05
|
|
|||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Period-end:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans
|
$
|
9,515,700
|
|
|
$
|
9,223,848
|
|
|
$
|
7,995,129
|
|
|
$
|
8,117,020
|
|
|
$
|
8,367,780
|
|
Earning assets
|
22,238,286
|
|
|
21,148,475
|
|
|
18,497,987
|
|
|
15,806,350
|
|
|
14,437,267
|
|
|||||
Total assets
|
24,312,939
|
|
|
23,124,069
|
|
|
20,317,245
|
|
|
17,617,092
|
|
|
16,288,038
|
|
|||||
Non-interest-bearing demand deposits
|
8,311,149
|
|
|
8,096,937
|
|
|
6,672,555
|
|
|
5,360,436
|
|
|
4,645,802
|
|
|||||
Interest-bearing deposits
|
12,377,637
|
|
|
11,400,429
|
|
|
10,084,193
|
|
|
9,118,906
|
|
|
8,667,508
|
|
|||||
Total deposits
|
20,688,786
|
|
|
19,497,366
|
|
|
16,756,748
|
|
|
14,479,342
|
|
|
13,313,310
|
|
|||||
Long-term debt and other borrowings
|
223,712
|
|
|
223,719
|
|
|
223,738
|
|
|
373,757
|
|
|
392,646
|
|
|||||
Shareholders’ equity
|
2,514,161
|
|
|
2,417,482
|
|
|
2,283,537
|
|
|
2,061,680
|
|
|
1,894,424
|
|
|||||
Average:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans
|
$
|
9,229,574
|
|
|
$
|
8,456,818
|
|
|
$
|
8,042,968
|
|
|
$
|
8,125,150
|
|
|
$
|
8,652,563
|
|
Earning assets
|
20,991,221
|
|
|
19,015,707
|
|
|
16,769,028
|
|
|
15,333,348
|
|
|
13,803,919
|
|
|||||
Total assets
|
22,752,037
|
|
|
20,826,885
|
|
|
18,568,967
|
|
|
17,186,572
|
|
|
15,701,960
|
|
|||||
Non-interest-bearing demand deposits
|
7,657,774
|
|
|
7,021,927
|
|
|
5,738,982
|
|
|
5,023,780
|
|
|
4,258,484
|
|
|||||
Interest-bearing deposits
|
11,610,320
|
|
|
10,270,173
|
|
|
9,483,633
|
|
|
9,023,839
|
|
|
8,161,143
|
|
|||||
Total deposits
|
19,268,094
|
|
|
17,292,100
|
|
|
15,222,615
|
|
|
14,047,619
|
|
|
12,419,627
|
|
|||||
Long-term debt and other borrowings
|
223,713
|
|
|
223,728
|
|
|
310,870
|
|
|
382,651
|
|
|
576,161
|
|
|||||
Shareholders’ equity
|
2,455,041
|
|
|
2,372,745
|
|
|
2,172,096
|
|
|
2,027,699
|
|
|
1,831,133
|
|
|||||
Asset Quality
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses
|
$
|
92,438
|
|
|
$
|
104,453
|
|
|
$
|
110,147
|
|
|
$
|
126,316
|
|
|
$
|
125,309
|
|
Allowance for losses to period-end loans
|
0.97
|
%
|
|
1.13
|
%
|
|
1.38
|
%
|
|
1.56
|
%
|
|
1.50
|
%
|
|||||
Net loan charge-offs
|
$
|
32,597
|
|
|
$
|
15,774
|
|
|
$
|
43,614
|
|
|
$
|
42,604
|
|
|
$
|
50,327
|
|
Net loan charge-offs to average loans
|
0.35
|
%
|
|
0.19
|
%
|
|
0.54
|
%
|
|
0.52
|
%
|
|
0.58
|
%
|
|||||
Non-performing assets
|
$
|
69,773
|
|
|
$
|
105,246
|
|
|
$
|
120,946
|
|
|
$
|
164,950
|
|
|
$
|
180,179
|
|
Non-performing assets to:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total loans plus foreclosed assets
|
0.73
|
%
|
|
1.14
|
%
|
|
1.51
|
%
|
|
2.03
|
%
|
|
2.14
|
%
|
|||||
Total assets
|
0.29
|
|
|
0.46
|
|
|
0.60
|
|
|
0.94
|
|
|
1.11
|
|
|||||
Consolidated Capital Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Tier 1 risk-based capital ratio
|
14.65
|
%
|
|
13.68
|
%
|
|
14.38
|
%
|
|
13.82
|
%
|
|
11.91
|
%
|
|||||
Total risk-based capital ratio
|
15.79
|
|
|
15.11
|
|
|
16.24
|
|
|
15.91
|
|
|
14.19
|
|
|||||
Leverage ratio
|
8.49
|
|
|
8.28
|
|
|
8.66
|
|
|
8.68
|
|
|
8.50
|
|
|||||
Average shareholders’ equity to average total assets
|
10.79
|
|
|
11.39
|
|
|
11.70
|
|
|
11.80
|
|
|
11.66
|
|
|
Year Ended December 31, 2013
|
||||||||||||||
|
4th
Quarter
|
|
3rd
Quarter
|
|
2nd
Quarter
|
|
1st
Quarter
|
||||||||
Interest income
|
$
|
163,869
|
|
|
$
|
160,851
|
|
|
$
|
159,018
|
|
|
$
|
158,762
|
|
Interest expense
|
4,661
|
|
|
5,498
|
|
|
5,837
|
|
|
5,949
|
|
||||
Net interest income
|
159,208
|
|
|
155,353
|
|
|
153,181
|
|
|
152,813
|
|
||||
Provision for loan losses
|
5,899
|
|
|
5,108
|
|
|
3,575
|
|
|
6,000
|
|
||||
Non-interest income
(1)
|
78,538
|
|
|
73,991
|
|
|
72,509
|
|
|
77,780
|
|
||||
Non-interest expense
|
154,515
|
|
|
151,823
|
|
|
149,758
|
|
|
155,814
|
|
||||
Income before income taxes
|
77,332
|
|
|
72,413
|
|
|
72,357
|
|
|
68,779
|
|
||||
Income taxes
|
14,761
|
|
|
11,969
|
|
|
12,694
|
|
|
13,591
|
|
||||
Net income
|
62,571
|
|
|
60,444
|
|
|
59,663
|
|
|
55,188
|
|
||||
Preferred stock dividends
|
2,016
|
|
|
2,015
|
|
|
2,688
|
|
|
—
|
|
||||
Net income available to common shareholders
|
$
|
60,555
|
|
|
$
|
58,429
|
|
|
$
|
56,975
|
|
|
$
|
55,188
|
|
Net income per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.00
|
|
|
$
|
0.96
|
|
|
$
|
0.95
|
|
|
$
|
0.91
|
|
Diluted
|
0.99
|
|
|
0.96
|
|
|
0.94
|
|
|
0.91
|
|
|
Year Ended December 31, 2012
|
||||||||||||||
|
4th
Quarter
|
|
3rd
Quarter
|
|
2nd
Quarter
|
|
1st
Quarter
|
||||||||
Interest income
|
$
|
160,792
|
|
|
$
|
158,159
|
|
|
$
|
155,796
|
|
|
$
|
156,865
|
|
Interest expense
|
6,387
|
|
|
6,627
|
|
|
6,579
|
|
|
7,158
|
|
||||
Net interest income
|
154,405
|
|
|
151,532
|
|
|
149,217
|
|
|
149,707
|
|
||||
Provision for loan losses
|
4,125
|
|
|
2,500
|
|
|
2,355
|
|
|
1,100
|
|
||||
Non-interest income
(2)
|
75,887
|
|
|
71,158
|
|
|
69,763
|
|
|
71,979
|
|
||||
Non-interest expense
|
146,067
|
|
|
144,450
|
|
|
142,536
|
|
|
142,040
|
|
||||
Income before income taxes
|
80,100
|
|
|
75,740
|
|
|
74,089
|
|
|
78,546
|
|
||||
Income taxes
|
19,912
|
|
|
17,071
|
|
|
16,027
|
|
|
17,513
|
|
||||
Net income
|
$
|
60,188
|
|
|
$
|
58,669
|
|
|
$
|
58,062
|
|
|
$
|
61,033
|
|
Net income per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.98
|
|
|
$
|
0.95
|
|
|
$
|
0.94
|
|
|
$
|
0.99
|
|
Diluted
|
0.97
|
|
|
0.95
|
|
|
0.94
|
|
|
0.99
|
|
(1)
|
Includes net gains on securities transactions of $1.2 million, $6 thousand and $5 thousand during the fourth, second and first quarters of 2013, respectively, and net losses on securities transactions of $14 thousand during the third quarter of 2013.
|
(2)
|
Includes net gains on securities transactions of $4.4 million during the fourth quarter of 2012 and $370 thousand during the second quarter of 2012 and net losses on securities transactions of $491 thousand during the first quarter of 2012.
|
•
|
Local, regional, national and international economic conditions and the impact they may have on the Corporation and its customers and the Corporation’s assessment of that impact.
|
•
|
Volatility and disruption in national and international financial markets.
|
•
|
Government intervention in the U.S. financial system.
|
•
|
Changes in the mix of loan geographies, sectors and types or the level of non-performing assets and charge-offs.
|
•
|
Changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements.
|
•
|
The effects of and changes in trade and monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve Board.
|
•
|
Inflation, interest rate, securities market and monetary fluctuations.
|
•
|
The effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which the Corporation and its subsidiaries must comply.
|
•
|
The soundness of other financial institutions.
|
•
|
Political instability.
|
•
|
Impairment of the Corporation’s goodwill or other intangible assets.
|
•
|
Acts of God or of war or terrorism.
|
•
|
The timely development and acceptance of new products and services and perceived overall value of these products and services by users.
|
•
|
Changes in consumer spending, borrowings and savings habits.
|
•
|
Changes in the financial performance and/or condition of the Corporation’s borrowers.
|
•
|
Technological changes.
|
•
|
Acquisitions and integration of acquired businesses.
|
•
|
The ability to increase market share and control expenses.
|
•
|
The Corporation’s ability to attract and retain qualified employees.
|
•
|
Changes in the competitive environment in the Corporation’s markets and among banking organizations and other financial service providers.
|
•
|
The effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters.
|
•
|
Changes in the reliability of the Corporation’s vendors, internal control systems or information systems.
|
•
|
Changes in the Corporation’s liquidity position.
|
•
|
Changes in the Corporation’s organization, compensation and benefit plans.
|
•
|
The costs and effects of legal and regulatory developments, the resolution of legal proceedings or regulatory or other governmental inquiries, the results of regulatory examinations or reviews and the ability to obtain required regulatory approvals.
|
•
|
Greater than expected costs or difficulties related to the integration of new products and lines of business.
|
•
|
The Corporation’s success at managing the risks involved in the foregoing items.
|
|
2013
|
|
2012
|
|
2011
|
||||||
Taxable-equivalent net interest income
|
$
|
710,850
|
|
|
$
|
668,176
|
|
|
$
|
642,066
|
|
Taxable-equivalent adjustment
|
90,295
|
|
|
63,315
|
|
|
60,290
|
|
|||
Net interest income
|
620,555
|
|
|
604,861
|
|
|
581,776
|
|
|||
Provision for loan losses
|
20,582
|
|
|
10,080
|
|
|
27,445
|
|
|||
Non-interest income
|
302,818
|
|
|
288,787
|
|
|
290,002
|
|
|||
Non-interest expense
|
611,910
|
|
|
575,093
|
|
|
558,098
|
|
|||
Income before income taxes
|
290,881
|
|
|
308,475
|
|
|
286,235
|
|
|||
Income taxes
|
53,015
|
|
|
70,523
|
|
|
68,700
|
|
|||
Net income
|
237,866
|
|
|
237,952
|
|
|
217,535
|
|
|||
Preferred stock dividends
|
6,719
|
|
|
—
|
|
|
—
|
|
|||
Net income available to common shareholders
|
$
|
231,147
|
|
|
$
|
237,952
|
|
|
$
|
217,535
|
|
Earnings per common share - basic
|
$
|
3.82
|
|
|
$
|
3.87
|
|
|
$
|
3.55
|
|
Earnings per common share - diluted
|
3.80
|
|
|
3.86
|
|
|
3.54
|
|
|||
Dividends per common share
|
1.98
|
|
|
1.90
|
|
|
1.83
|
|
|||
Return on average assets
|
1.02
|
%
|
|
1.14
|
%
|
|
1.17
|
%
|
|||
Return on average common equity
|
9.93
|
|
|
10.03
|
|
|
10.01
|
|
|||
Average shareholders' equity to average assets
|
10.79
|
|
|
11.39
|
|
|
11.70
|
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||||||||||||||||||||
|
Increase (Decrease) Due
to Change in
|
|
|
|
Increase (Decrease) Due
to Change in
|
|
|
||||||||||||||||
|
Rate
|
|
Volume
|
|
Total
|
|
Rate
|
|
Volume
|
|
Total
|
||||||||||||
Interest-bearing deposits
|
$
|
(171
|
)
|
|
$
|
3,155
|
|
|
$
|
2,984
|
|
|
$
|
449
|
|
|
$
|
(2,506
|
)
|
|
$
|
(2,057
|
)
|
Federal funds sold and resell agreements
|
16
|
|
|
(38
|
)
|
|
(22
|
)
|
|
(1
|
)
|
|
44
|
|
|
43
|
|
||||||
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Taxable
|
(11,862
|
)
|
|
(22,697
|
)
|
|
(34,559
|
)
|
|
(55,750
|
)
|
|
61,110
|
|
|
5,360
|
|
||||||
Tax-exempt
|
(23,392
|
)
|
|
79,027
|
|
|
55,635
|
|
|
(6,268
|
)
|
|
10,737
|
|
|
4,469
|
|
||||||
Loans, net of unearned discounts
|
(22,518
|
)
|
|
36,348
|
|
|
13,830
|
|
|
(16,472
|
)
|
|
20,277
|
|
|
3,805
|
|
||||||
Total earning assets
|
(57,927
|
)
|
|
95,795
|
|
|
37,868
|
|
|
(78,042
|
)
|
|
89,662
|
|
|
11,620
|
|
||||||
Savings and interest checking
|
(449
|
)
|
|
152
|
|
|
(297
|
)
|
|
(840
|
)
|
|
343
|
|
|
(497
|
)
|
||||||
Money market deposit accounts
|
(3,565
|
)
|
|
1,571
|
|
|
(1,994
|
)
|
|
(3,360
|
)
|
|
1,114
|
|
|
(2,246
|
)
|
||||||
Time accounts
|
(1,131
|
)
|
|
(184
|
)
|
|
(1,315
|
)
|
|
(783
|
)
|
|
(449
|
)
|
|
(1,232
|
)
|
||||||
Public funds
|
(107
|
)
|
|
73
|
|
|
(34
|
)
|
|
(79
|
)
|
|
(26
|
)
|
|
(105
|
)
|
||||||
Federal funds purchased and repurchase agreements
|
—
|
|
|
(19
|
)
|
|
(19
|
)
|
|
(176
|
)
|
|
4
|
|
|
(172
|
)
|
||||||
Junior subordinated deferrable interest debentures
|
(380
|
)
|
|
—
|
|
|
(380
|
)
|
|
23
|
|
|
—
|
|
|
23
|
|
||||||
Subordinated notes payable and other notes
|
(766
|
)
|
|
—
|
|
|
(766
|
)
|
|
(6,272
|
)
|
|
(3,988
|
)
|
|
(10,260
|
)
|
||||||
Federal Home Loan Bank advances
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Total interest-bearing liabilities
|
(6,398
|
)
|
|
1,592
|
|
|
(4,806
|
)
|
|
(11,487
|
)
|
|
(3,003
|
)
|
|
(14,490
|
)
|
||||||
Net change
|
$
|
(51,529
|
)
|
|
$
|
94,203
|
|
|
$
|
42,674
|
|
|
$
|
(66,555
|
)
|
|
$
|
92,665
|
|
|
$
|
26,110
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Trust and investment management fees
|
$
|
91,375
|
|
|
$
|
83,317
|
|
|
$
|
78,297
|
|
Service charges on deposit accounts
|
81,432
|
|
|
83,392
|
|
|
86,125
|
|
|||
Insurance commissions and fees
|
43,140
|
|
|
39,948
|
|
|
35,421
|
|
|||
Interchange and debit card transaction fees
|
16,979
|
|
|
16,933
|
|
|
29,625
|
|
|||
Other charges, commissions and fees
|
34,185
|
|
|
30,180
|
|
|
27,750
|
|
|||
Net gain (loss) on securities transactions
|
1,176
|
|
|
4,314
|
|
|
6,414
|
|
|||
Other
|
34,531
|
|
|
30,703
|
|
|
26,370
|
|
|||
Total
|
$
|
302,818
|
|
|
$
|
288,787
|
|
|
$
|
290,002
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Salaries and wages
|
$
|
273,692
|
|
|
$
|
258,752
|
|
|
$
|
252,028
|
|
Employee benefits
|
62,407
|
|
|
57,635
|
|
|
52,939
|
|
|||
Net occupancy
|
50,468
|
|
|
48,975
|
|
|
46,968
|
|
|||
Furniture and equipment
|
58,443
|
|
|
55,279
|
|
|
51,469
|
|
|||
Deposit insurance
|
11,682
|
|
|
11,087
|
|
|
12,714
|
|
|||
Intangible amortization
|
3,141
|
|
|
3,896
|
|
|
4,387
|
|
|||
Other
|
152,077
|
|
|
139,469
|
|
|
137,593
|
|
|||
Total
|
$
|
611,910
|
|
|
$
|
575,093
|
|
|
$
|
558,098
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Banking
|
$
|
226,783
|
|
|
$
|
229,312
|
|
|
$
|
216,419
|
|
Frost Wealth Advisors
|
15,653
|
|
|
14,198
|
|
|
9,050
|
|
|||
Non-Banks
|
(4,570
|
)
|
|
(5,558
|
)
|
|
(7,934
|
)
|
|||
Consolidated net income
|
$
|
237,866
|
|
|
$
|
237,952
|
|
|
$
|
217,535
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Sources of Funds:
|
|
|
|
|
|
|||
Deposits:
|
|
|
|
|
|
|||
Non-interest-bearing
|
33.6
|
%
|
|
33.7
|
%
|
|
30.9
|
%
|
Interest-bearing
|
51.0
|
|
|
49.3
|
|
|
51.1
|
|
Federal funds purchased and repurchase agreements
|
2.4
|
|
|
2.9
|
|
|
3.2
|
|
Long-term debt and other borrowings
|
1.0
|
|
|
1.1
|
|
|
1.7
|
|
Other non-interest-bearing liabilities
|
1.2
|
|
|
1.6
|
|
|
1.4
|
|
Equity capital
|
10.8
|
|
|
11.4
|
|
|
11.7
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Uses of Funds:
|
|
|
|
|
|
|||
Loans
|
40.6
|
%
|
|
40.6
|
%
|
|
43.3
|
%
|
Securities
|
39.1
|
|
|
42.9
|
|
|
33.5
|
|
Federal funds sold, resell agreements and interest-bearing deposits
|
12.6
|
|
|
7.8
|
|
|
13.5
|
|
Other non-interest-earning assets
|
7.7
|
|
|
8.7
|
|
|
9.7
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
2013
|
|
Percentage
of Total
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|||||||||||
Commercial and industrial:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Commercial
|
$
|
4,460,543
|
|
|
46.9
|
%
|
|
$
|
4,357,100
|
|
|
$
|
3,553,989
|
|
|
$
|
3,479,349
|
|
|
$
|
3,577,758
|
|
Leases
|
319,577
|
|
|
3.4
|
|
|
278,535
|
|
|
193,412
|
|
|
186,443
|
|
|
197,605
|
|
|||||
Asset-based
|
126,956
|
|
|
1.3
|
|
|
192,977
|
|
|
169,466
|
|
|
122,866
|
|
|
117,213
|
|
|||||
Total commercial and industrial
|
4,907,076
|
|
|
51.6
|
|
|
4,828,612
|
|
|
3,916,867
|
|
|
3,788,658
|
|
|
3,892,576
|
|
|||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Commercial mortgages
|
2,800,760
|
|
|
29.4
|
|
|
2,495,481
|
|
|
2,383,479
|
|
|
2,374,542
|
|
|
2,327,471
|
|
|||||
Construction
|
426,639
|
|
|
4.5
|
|
|
608,306
|
|
|
434,870
|
|
|
593,273
|
|
|
659,459
|
|
|||||
Land
|
239,937
|
|
|
2.5
|
|
|
216,008
|
|
|
202,478
|
|
|
234,952
|
|
|
259,200
|
|
|||||
Total commercial real estate
|
3,467,336
|
|
|
36.4
|
|
|
3,319,795
|
|
|
3,020,827
|
|
|
3,202,767
|
|
|
3,246,130
|
|
|||||
Consumer real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Home equity loans
|
329,853
|
|
|
3.5
|
|
|
310,675
|
|
|
282,244
|
|
|
275,806
|
|
|
289,535
|
|
|||||
Home equity lines of credit
|
195,132
|
|
|
2.1
|
|
|
186,522
|
|
|
191,960
|
|
|
186,465
|
|
|
166,441
|
|
|||||
1-4 family residential mortgages
|
32,447
|
|
|
0.3
|
|
|
38,323
|
|
|
45,943
|
|
|
57,877
|
|
|
66,351
|
|
|||||
Construction
|
13,123
|
|
|
0.1
|
|
|
17,621
|
|
|
17,544
|
|
|
23,565
|
|
|
30,325
|
|
|||||
Other
|
237,649
|
|
|
2.5
|
|
|
224,206
|
|
|
225,118
|
|
|
254,551
|
|
|
275,780
|
|
|||||
Total consumer real estate
|
808,204
|
|
|
8.5
|
|
|
777,347
|
|
|
762,809
|
|
|
798,264
|
|
|
828,432
|
|
|||||
Total real estate
|
4,275,540
|
|
|
44.9
|
|
|
4,097,142
|
|
|
3,783,636
|
|
|
4,001,031
|
|
|
4,074,562
|
|
|||||
Consumer and other:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Consumer installment
|
350,827
|
|
|
3.7
|
|
|
311,310
|
|
|
301,518
|
|
|
319,384
|
|
|
346,255
|
|
|||||
Student loans held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,201
|
|
|||||
Other
|
7,289
|
|
|
0.1
|
|
|
8,435
|
|
|
11,018
|
|
|
28,234
|
|
|
52,406
|
|
|||||
Total consumer and other
|
358,116
|
|
|
3.8
|
|
|
319,745
|
|
|
312,536
|
|
|
347,618
|
|
|
422,862
|
|
|||||
Unearned discounts
|
(25,032
|
)
|
|
(0.3
|
)
|
|
(21,651
|
)
|
|
(17,910
|
)
|
|
(20,287
|
)
|
|
(22,220
|
)
|
|||||
Total
|
$
|
9,515,700
|
|
|
100.0
|
%
|
|
$
|
9,223,848
|
|
|
$
|
7,995,129
|
|
|
$
|
8,117,020
|
|
|
$
|
8,367,780
|
|
|
2013
|
|
2012
|
||
Industry concentrations:
|
|
|
|
||
Energy
|
11.7
|
%
|
|
11.7
|
%
|
Medical services
|
5.7
|
|
|
5.7
|
|
Public finance
|
5.6
|
|
|
6.3
|
|
Manufacturing, other
|
3.2
|
|
|
3.1
|
|
Religion
|
2.9
|
|
|
2.8
|
|
Services
|
2.8
|
|
|
2.9
|
|
General and specific trade contractors
|
2.7
|
|
|
3.0
|
|
Legal services
|
2.6
|
|
|
1.8
|
|
Transportation
|
2.6
|
|
|
2.1
|
|
Automobile dealers
|
2.3
|
|
|
2.0
|
|
Insurance
|
2.1
|
|
|
2.1
|
|
All other (36 categories in 2013 and 35 categories in 2012)
|
55.8
|
|
|
56.5
|
|
Total loans
|
100.0
|
%
|
|
100.0
|
%
|
|
2013
|
|
2012
|
||||
Energy loans:
|
|
|
|
||||
Production
|
$
|
809,090
|
|
|
$
|
765,424
|
|
Service
|
260,047
|
|
|
242,448
|
|
||
Manufacturing
|
31,507
|
|
|
50,721
|
|
||
Traders
|
9,462
|
|
|
20,126
|
|
||
Refining
|
5,303
|
|
|
4,467
|
|
||
Total energy loans
|
$
|
1,115,409
|
|
|
$
|
1,083,186
|
|
|
2013
|
|
2012
|
||||||||||||||||||
Number of
Relationships
|
|
Period-End Balances
|
|
Number of
Relationships
|
|
Period-End Balances
|
|||||||||||||||
Committed
|
|
Outstanding
|
|
Committed
|
|
Outstanding
|
|||||||||||||||
Committed amount:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
$20.0 million and greater
|
178
|
|
|
$
|
6,859,052
|
|
|
$
|
3,283,355
|
|
|
149
|
|
|
$
|
5,539,527
|
|
|
$
|
2,986,522
|
|
$10.0 million to $19.9 million
|
165
|
|
|
2,267,864
|
|
|
1,307,519
|
|
|
170
|
|
|
2,343,440
|
|
|
1,295,147
|
|
|
2013
|
|
2012
|
||||||||||||||||||
Number of
Relationships
|
|
Period-End Balances
|
|
Number of
Relationships
|
|
Period-End Balances
|
|||||||||||||||
Committed
|
|
Outstanding
|
|
Committed
|
|
Outstanding
|
|||||||||||||||
Purchased shared national credits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
$20.0 million and greater
|
40
|
|
|
$
|
1,329,601
|
|
|
$
|
451,306
|
|
|
37
|
|
|
$
|
1,194,902
|
|
|
$
|
465,975
|
|
$10.0 million to $19.9 million
|
15
|
|
|
224,354
|
|
|
114,297
|
|
|
17
|
|
|
233,262
|
|
|
145,081
|
|
|
2013
|
|
2012
|
||
Property type:
|
|
|
|
||
Office building
|
17.1
|
%
|
|
16.7
|
%
|
Office/warehouse
|
15.2
|
|
|
15.5
|
|
Medical offices and services
|
9.2
|
|
|
9.8
|
|
Religious
|
7.6
|
|
|
7.5
|
|
Non-farm/non-residential
|
7.4
|
|
|
7.1
|
|
Multifamily
|
6.8
|
|
|
4.2
|
|
1-4 Family
|
4.9
|
|
|
4.3
|
|
Retail
|
4.6
|
|
|
7.1
|
|
All other
|
27.2
|
|
|
27.8
|
|
Total commercial real estate loans
|
100.0
|
%
|
|
100.0
|
%
|
Geographic region:
|
|
|
|
||
San Antonio
|
24.7
|
%
|
|
24.9
|
%
|
Fort Worth
|
23.9
|
|
|
24.7
|
|
Houston
|
19.3
|
|
|
19.6
|
|
Dallas
|
12.5
|
|
|
10.2
|
|
Austin
|
10.0
|
|
|
9.9
|
|
Rio Grande Valley
|
5.6
|
|
|
6.1
|
|
Corpus Christi
|
4.0
|
|
|
4.6
|
|
Total commercial real estate loans
|
100.0
|
%
|
|
100.0
|
%
|
|
2013
|
|
2012
|
||||
Consumer real estate:
|
|
|
|
||||
Home equity loans
|
$
|
329,853
|
|
|
$
|
310,675
|
|
Home equity lines of credit
|
195,132
|
|
|
186,522
|
|
||
1-4 family residential mortgages
|
32,447
|
|
|
38,323
|
|
||
Construction
|
13,123
|
|
|
17,621
|
|
||
Other
|
237,649
|
|
|
224,206
|
|
||
Total consumer real estate
|
808,204
|
|
|
777,347
|
|
||
Consumer installment
|
350,827
|
|
|
311,310
|
|
||
Total consumer loans
|
$
|
1,159,031
|
|
|
$
|
1,088,657
|
|
|
Due in
One Year
or Less
|
|
After One,
but Within
Five Years
|
|
After
Five Years
|
|
Total
|
||||||||
Commercial and industrial
|
$
|
2,213,790
|
|
|
$
|
2,231,689
|
|
|
$
|
461,597
|
|
|
$
|
4,907,076
|
|
Real estate construction
|
124,171
|
|
|
248,421
|
|
|
54,047
|
|
|
426,639
|
|
||||
Commercial real estate and land
|
323,938
|
|
|
1,560,251
|
|
|
1,156,508
|
|
|
3,040,697
|
|
||||
Consumer and other
|
206,770
|
|
|
195,925
|
|
|
731,178
|
|
|
1,133,873
|
|
||||
Total
|
$
|
2,868,669
|
|
|
$
|
4,236,286
|
|
|
$
|
2,403,330
|
|
|
$
|
9,508,285
|
|
Loans with fixed interest rates
|
$
|
773,311
|
|
|
$
|
1,308,885
|
|
|
$
|
1,392,182
|
|
|
$
|
3,474,378
|
|
Loans with floating interest rates
|
2,095,358
|
|
|
2,927,401
|
|
|
1,011,148
|
|
|
6,033,907
|
|
||||
Total
|
$
|
2,868,669
|
|
|
$
|
4,236,286
|
|
|
$
|
2,403,330
|
|
|
$
|
9,508,285
|
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Non-accrual loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
26,733
|
|
|
$
|
46,308
|
|
|
$
|
43,874
|
|
|
$
|
60,408
|
|
|
$
|
82,219
|
|
Real estate
|
29,242
|
|
|
42,504
|
|
|
49,736
|
|
|
76,270
|
|
|
63,926
|
|
|||||
Consumer and other
|
745
|
|
|
932
|
|
|
728
|
|
|
462
|
|
|
722
|
|
|||||
Total non-accrual loans
|
56,720
|
|
|
89,744
|
|
|
94,338
|
|
|
137,140
|
|
|
146,867
|
|
|||||
Restructured loans
|
1,137
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Foreclosed assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate
|
11,916
|
|
|
15,152
|
|
|
26,608
|
|
|
27,339
|
|
|
33,305
|
|
|||||
Other
|
—
|
|
|
350
|
|
|
—
|
|
|
471
|
|
|
7
|
|
|||||
Total foreclosed assets
|
11,916
|
|
|
15,502
|
|
|
26,608
|
|
|
27,810
|
|
|
33,312
|
|
|||||
Total non-performing assets
|
$
|
69,773
|
|
|
$
|
105,246
|
|
|
$
|
120,946
|
|
|
$
|
164,950
|
|
|
$
|
180,179
|
|
Ratio of non-performing assets to:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total loans and foreclosed assets
|
0.73
|
%
|
|
1.14
|
%
|
|
1.51
|
%
|
|
2.03
|
%
|
|
2.14
|
%
|
|||||
Total assets
|
0.29
|
|
|
0.46
|
|
|
0.60
|
|
|
0.94
|
|
|
1.11
|
|
|||||
Accruing past due loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
30 to 89 days past due
|
$
|
31,297
|
|
|
$
|
35,969
|
|
|
$
|
42,463
|
|
|
$
|
55,045
|
|
|
$
|
90,173
|
|
90 or more days past due
|
7,635
|
|
|
6,994
|
|
|
17,417
|
|
|
26,922
|
|
|
23,911
|
|
|||||
Total accruing past due loans
|
$
|
38,932
|
|
|
$
|
42,963
|
|
|
$
|
59,880
|
|
|
$
|
81,967
|
|
|
$
|
114,084
|
|
Ratio of accruing past due loans to total loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
30 to 89 days past due
|
0.33
|
%
|
|
0.39
|
%
|
|
0.53
|
%
|
|
0.68
|
%
|
|
1.08
|
%
|
|||||
90 or more days past due
|
0.08
|
|
|
0.08
|
|
|
0.22
|
|
|
0.33
|
|
|
0.28
|
|
|||||
Total accruing past due loans
|
0.41
|
%
|
|
0.47
|
%
|
|
0.75
|
%
|
|
1.01
|
%
|
|
1.36
|
%
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|||||||||||||||||||||||||
|
Allowance
for
Loan
Losses
|
|
Percentage
of Loans
in each
Category
to Total
Loans
|
|
Allowance
for
Loan
Losses
|
|
Percentage
of Loans
in each
Category
to Total
Loans
|
|
Allowance
for
Loan
Losses
|
|
Percentage
of Loans
in each
Category
to Total
Loans
|
|
Allowance
for
Loan
Losses
|
|
Percentage
of Loans
in each
Category
to Total
Loans
|
|
Allowance
for
Loan
Losses
|
|
Percentage
of Loans
in each
Category
to Total
Loans
|
|||||||||||||||
Commercial and industrial
|
$
|
52,790
|
|
|
51.6
|
%
|
|
$
|
54,164
|
|
|
52.3
|
%
|
|
$
|
42,774
|
|
|
49.0
|
%
|
|
$
|
57,789
|
|
|
46.7
|
%
|
|
$
|
57,394
|
|
|
46.5
|
%
|
Commercial real estate
|
22,590
|
|
|
36.4
|
|
|
29,346
|
|
|
36.0
|
|
|
20,912
|
|
|
37.8
|
|
|
28,534
|
|
|
39.5
|
|
|
28,514
|
|
|
38.8
|
|
|||||
Consumer real estate
|
5,230
|
|
|
8.5
|
|
|
5,252
|
|
|
8.4
|
|
|
3,540
|
|
|
9.5
|
|
|
3,223
|
|
|
9.8
|
|
|
2,560
|
|
|
9.9
|
|
|||||
Consumer and other
|
5,010
|
|
|
3.5
|
|
|
3,507
|
|
|
3.3
|
|
|
12,635
|
|
|
3.7
|
|
|
11,974
|
|
|
4.0
|
|
|
16,929
|
|
|
4.8
|
|
|||||
Unallocated
|
6,818
|
|
|
—
|
|
|
12,184
|
|
|
—
|
|
|
30,286
|
|
|
—
|
|
|
24,796
|
|
|
—
|
|
|
19,912
|
|
|
—
|
|
|||||
Total
|
$
|
92,438
|
|
|
100.0
|
%
|
|
$
|
104,453
|
|
|
100.0
|
%
|
|
$
|
110,147
|
|
|
100.0
|
%
|
|
$
|
126,316
|
|
|
100.0
|
%
|
|
$
|
125,309
|
|
|
100.0
|
%
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Balance of allowance for loan losses at beginning of year
|
$
|
104,453
|
|
|
$
|
110,147
|
|
|
$
|
126,316
|
|
|
$
|
125,309
|
|
|
$
|
110,244
|
|
Provision for loan losses
|
20,582
|
|
|
10,080
|
|
|
27,445
|
|
|
43,611
|
|
|
65,392
|
|
|||||
Charge-offs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
(32,932
|
)
|
|
(18,493
|
)
|
|
(33,678
|
)
|
|
(31,324
|
)
|
|
(35,432
|
)
|
|||||
Real estate
|
(2,376
|
)
|
|
(5,446
|
)
|
|
(13,565
|
)
|
|
(10,206
|
)
|
|
(12,132
|
)
|
|||||
Consumer and other
|
(9,489
|
)
|
|
(9,101
|
)
|
|
(9,442
|
)
|
|
(11,893
|
)
|
|
(12,047
|
)
|
|||||
Total charge-offs
|
(44,797
|
)
|
|
(33,040
|
)
|
|
(56,685
|
)
|
|
(53,423
|
)
|
|
(59,611
|
)
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
3,588
|
|
|
4,870
|
|
|
4,526
|
|
|
2,794
|
|
|
2,525
|
|
|||||
Real estate
|
1,532
|
|
|
5,584
|
|
|
1,838
|
|
|
1,603
|
|
|
497
|
|
|||||
Consumer and other
|
7,080
|
|
|
6,812
|
|
|
6,707
|
|
|
6,422
|
|
|
6,262
|
|
|||||
Total recoveries
|
12,200
|
|
|
17,266
|
|
|
13,071
|
|
|
10,819
|
|
|
9,284
|
|
|||||
Net charge-offs
|
(32,597
|
)
|
|
(15,774
|
)
|
|
(43,614
|
)
|
|
(42,604
|
)
|
|
(50,327
|
)
|
|||||
Balance at end of year
|
$
|
92,438
|
|
|
$
|
104,453
|
|
|
$
|
110,147
|
|
|
$
|
126,316
|
|
|
$
|
125,309
|
|
Net charge-offs as a percentage of average loans
|
0.35
|
%
|
|
0.19
|
%
|
|
0.54
|
%
|
|
0.52
|
%
|
|
0.58
|
%
|
|||||
Allowance for loan losses as a percentage of year-end loans
|
0.97
|
|
|
1.13
|
|
|
1.38
|
|
|
1.56
|
|
|
1.50
|
|
|||||
Allowance for loan losses as a percentage of year-end non-accrual loans
|
162.97
|
|
|
116.39
|
|
|
116.76
|
|
|
92.11
|
|
|
85.32
|
|
|||||
Average loans outstanding during the year
|
$
|
9,229,574
|
|
|
$
|
8,456,818
|
|
|
$
|
8,042,968
|
|
|
$
|
8,125,150
|
|
|
$
|
8,652,563
|
|
Loans outstanding at year-end
|
9,515,700
|
|
|
9,223,848
|
|
|
7,995,129
|
|
|
8,117,020
|
|
|
8,367,780
|
|
|||||
Non-accrual loans outstanding at year-end
|
56,720
|
|
|
89,744
|
|
|
94,338
|
|
|
137,140
|
|
|
146,867
|
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
Amount
|
|
Percentage
of Total
|
|
Amount
|
|
Percentage
of Total
|
|
Amount
|
|
Percentage
of Total
|
|||||||||
Held to maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. Treasury
|
$
|
248,592
|
|
|
2.7
|
%
|
|
$
|
248,188
|
|
|
2.7
|
%
|
|
$
|
247,797
|
|
|
3.0
|
%
|
Residential mortgage-backed securities
|
9,674
|
|
|
0.1
|
|
|
10,725
|
|
|
0.1
|
|
|
11,874
|
|
|
0.2
|
|
|||
States and political subdivisions
|
2,880,482
|
|
|
31.8
|
|
|
2,696,468
|
|
|
29.4
|
|
|
105,325
|
|
|
1.3
|
|
|||
Other
|
1,000
|
|
|
—
|
|
|
1,000
|
|
|
—
|
|
|
1,000
|
|
|
—
|
|
|||
Total
|
3,139,748
|
|
|
34.6
|
|
|
2,956,381
|
|
|
32.2
|
|
|
365,996
|
|
|
4.5
|
|
|||
Available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. Treasury
|
2,540,554
|
|
|
28.1
|
|
|
3,057,921
|
|
|
33.3
|
|
|
2,056,732
|
|
|
25.2
|
|
|||
U.S. government agencies/corporations
|
53,980
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
250,884
|
|
|
3.1
|
|
|||
Residential mortgage-backed securities
|
1,776,016
|
|
|
19.6
|
|
|
2,518,003
|
|
|
27.4
|
|
|
3,289,270
|
|
|
40.2
|
|
|||
States and political subdivisions
|
1,488,914
|
|
|
16.5
|
|
|
591,483
|
|
|
6.4
|
|
|
2,154,813
|
|
|
26.4
|
|
|||
Other
|
35,972
|
|
|
0.4
|
|
|
35,892
|
|
|
0.4
|
|
|
38,001
|
|
|
0.4
|
|
|||
Total
|
5,895,436
|
|
|
65.2
|
|
|
6,203,299
|
|
|
67.5
|
|
|
7,789,700
|
|
|
95.3
|
|
|||
Trading:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. Treasury
|
15,389
|
|
|
0.2
|
|
|
14,038
|
|
|
0.1
|
|
|
13,609
|
|
|
0.2
|
|
|||
States and political subdivisions
|
1,009
|
|
|
—
|
|
|
16,036
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|||
Total
|
16,398
|
|
|
0.2
|
|
|
30,074
|
|
|
0.3
|
|
|
13,609
|
|
|
0.2
|
|
|||
Total securities
|
$
|
9,051,582
|
|
|
100.0
|
%
|
|
$
|
9,189,754
|
|
|
100.0
|
%
|
|
$
|
8,169,305
|
|
|
100.0
|
%
|
|
Within 1 Year
|
|
1-5 Years
|
|
5-10 Years
|
|
After 10 Years
|
|
Total
|
|||||||||||||||||||||||||
|
Amount
|
|
Weighted
Average
Yield
|
|
Amount
|
|
Weighted
Average
Yield
|
|
Amount
|
|
Weighted
Average
Yield
|
|
Amount
|
|
Weighted
Average
Yield
|
|
Amount
|
|
Weighted
Average
Yield
|
|||||||||||||||
Held to maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
U.S. Treasury
|
$
|
—
|
|
|
—
|
%
|
|
$
|
248,592
|
|
|
3.44
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
248,592
|
|
|
3.44
|
%
|
Residential mortgage- backed securities
|
—
|
|
|
—
|
|
|
359
|
|
|
3.94
|
|
|
2,238
|
|
|
1.59
|
|
|
7,077
|
|
|
3.12
|
|
|
9,674
|
|
|
2.80
|
|
|||||
States and political subdivisions
|
117,581
|
|
|
6.63
|
|
|
243,550
|
|
|
6.16
|
|
|
145,483
|
|
|
5.07
|
|
|
2,373,868
|
|
|
5.53
|
|
|
2,880,482
|
|
|
5.61
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
1,000
|
|
|
1.20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|
1.20
|
|
|||||
Total
|
$
|
117,581
|
|
|
6.63
|
|
|
$
|
493,501
|
|
|
4.78
|
|
|
$
|
147,721
|
|
|
5.02
|
|
|
$
|
2,380,945
|
|
|
5.52
|
|
|
$
|
3,139,748
|
|
|
5.42
|
|
Available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
U.S. Treasury
|
$
|
1,501,679
|
|
|
0.39
|
%
|
|
$
|
1,038,875
|
|
|
1.54
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
2,540,554
|
|
|
0.86
|
%
|
U.S. Government agencies/corporations
|
—
|
|
|
—
|
|
|
53,980
|
|
|
0.26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53,980
|
|
|
0.26
|
|
|||||
Residential mortgage- backed securities
|
1
|
|
|
9.59
|
|
|
113,437
|
|
|
4.61
|
|
|
606,819
|
|
|
2.02
|
|
|
1,055,759
|
|
|
3.85
|
|
|
1,776,016
|
|
|
3.26
|
|
|||||
States and political subdivisions
|
29,710
|
|
|
6.11
|
|
|
40,370
|
|
|
5.99
|
|
|
964,144
|
|
|
3.26
|
|
|
454,690
|
|
|
6.26
|
|
|
1,488,914
|
|
|
4.29
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,972
|
|
|
—
|
|
|||||
Total
|
$
|
1,531,390
|
|
|
0.50
|
|
|
$
|
1,246,662
|
|
|
1.89
|
|
|
$
|
1,570,963
|
|
|
2.79
|
|
|
$
|
1,510,449
|
|
|
4.59
|
|
|
$
|
5,895,436
|
|
|
2.44
|
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
Average
Balance
|
|
Average
Rate Paid
|
|
Average
Balance
|
|
Average
Rate Paid
|
|
Average
Balance
|
|
Average
Rate Paid
|
|||||||||
Non-interest-bearing demand deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Commercial and individual
|
$
|
6,967,933
|
|
|
|
|
$
|
6,300,944
|
|
|
|
|
$
|
5,093,948
|
|
|
|
|||
Correspondent banks
|
323,706
|
|
|
|
|
332,136
|
|
|
|
|
324,954
|
|
|
|
||||||
Public funds
|
366,135
|
|
|
|
|
388,847
|
|
|
|
|
320,080
|
|
|
|
||||||
Total
|
7,657,774
|
|
|
|
|
7,021,927
|
|
|
|
|
5,738,982
|
|
|
|
||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Private accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Savings and interest checking
|
3,608,273
|
|
|
0.04
|
%
|
|
3,018,116
|
|
|
0.05
|
%
|
|
2,541,677
|
|
|
0.08
|
%
|
|||
Money market accounts
|
6,596,764
|
|
|
0.15
|
|
|
5,834,822
|
|
|
0.21
|
|
|
5,407,207
|
|
|
0.27
|
|
|||
Time accounts of $100,000 or more
|
520,769
|
|
|
0.30
|
|
|
533,944
|
|
|
0.41
|
|
|
583,219
|
|
|
0.48
|
|
|||
Time accounts under $100,000
|
450,215
|
|
|
0.22
|
|
|
491,078
|
|
|
0.33
|
|
|
544,512
|
|
|
0.41
|
|
|||
Public funds
|
434,299
|
|
|
0.13
|
|
|
392,213
|
|
|
0.16
|
|
|
407,018
|
|
|
0.18
|
|
|||
Total
|
11,610,320
|
|
|
0.12
|
|
|
10,270,173
|
|
|
0.18
|
|
|
9,483,633
|
|
|
0.23
|
|
|||
Total deposits
|
$
|
19,268,094
|
|
|
0.08
|
|
|
$
|
17,292,100
|
|
|
0.10
|
|
|
$
|
15,222,615
|
|
|
0.15
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Commercial and individual
|
91.0
|
%
|
|
89.7
|
%
|
|
88.8
|
%
|
Correspondent banks
|
4.2
|
|
|
4.7
|
|
|
5.6
|
|
Public funds
|
4.8
|
|
|
5.6
|
|
|
5.6
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
2013
|
|
2012
|
|
2011
|
|||
Private accounts:
|
|
|
|
|
|
|||
Savings and interest checking
|
31.1
|
%
|
|
29.4
|
%
|
|
26.8
|
%
|
Money market accounts
|
56.8
|
|
|
56.8
|
|
|
57.0
|
|
Time accounts of $100,000 or more
|
4.5
|
|
|
5.2
|
|
|
6.2
|
|
Time accounts under $100,000
|
3.9
|
|
|
4.8
|
|
|
5.7
|
|
Public funds
|
3.7
|
|
|
3.8
|
|
|
4.3
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
2013
|
|
2012
|
|
2011
|
|||
San Antonio
|
32.5
|
%
|
|
31.5
|
%
|
|
31.3
|
%
|
Fort Worth
|
18.9
|
|
|
19.0
|
|
|
18.7
|
|
Houston
|
18.7
|
|
|
18.7
|
|
|
18.0
|
|
Austin
|
11.5
|
|
|
11.4
|
|
|
10.5
|
|
Dallas
|
6.9
|
|
|
7.0
|
|
|
6.9
|
|
Corpus Christi
|
6.1
|
|
|
6.2
|
|
|
6.3
|
|
Rio Grande Valley
|
3.2
|
|
|
3.2
|
|
|
3.4
|
|
Statewide
|
2.2
|
|
|
3.0
|
|
|
4.9
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
Average
Balance
|
|
Average
Rate
|
|
Average
Balance
|
|
Average
Rate
|
|
Average
Balance
|
|
Average
Rate
|
|||||||||
Federal funds sold and resell agreements
|
$
|
17,259
|
|
|
0.48
|
%
|
|
$
|
25,364
|
|
|
0.41
|
%
|
|
$
|
14,509
|
|
|
0.42
|
%
|
Federal funds purchased and repurchase agreements
|
(538,656
|
)
|
|
0.02
|
|
|
(603,934
|
)
|
|
0.02
|
|
|
(596,159
|
)
|
|
0.05
|
|
|||
Net funds position
|
$
|
(521,397
|
)
|
|
|
|
$
|
(578,570
|
)
|
|
|
|
$
|
(581,650
|
)
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
1 Year or Less
|
|
More than 1
Year but Less
than 3 Years
|
|
3 Years or
More but Less
than 5 Years
|
|
5 Years or
More
|
|
Total
|
||||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Subordinated notes payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
100,000
|
|
|
$
|
—
|
|
|
$
|
100,000
|
|
Junior subordinated deferrable interest debentures
|
—
|
|
|
—
|
|
|
—
|
|
|
123,712
|
|
|
123,712
|
|
|||||
Operating leases
|
16,808
|
|
|
29,333
|
|
|
25,119
|
|
|
70,906
|
|
|
142,166
|
|
|||||
Deposits with stated maturity dates
|
989,771
|
|
|
121,693
|
|
|
—
|
|
|
—
|
|
|
1,111,464
|
|
|||||
|
1,006,579
|
|
|
151,026
|
|
|
125,119
|
|
|
194,618
|
|
|
1,477,342
|
|
|||||
Other commitments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commitments to extend credit
|
131,213
|
|
|
4,049,137
|
|
|
1,519,271
|
|
|
1,220,321
|
|
|
6,919,942
|
|
|||||
Standby letters of credit
|
641
|
|
|
175,088
|
|
|
10,839
|
|
|
289
|
|
|
186,857
|
|
|||||
|
131,854
|
|
|
4,224,225
|
|
|
1,530,110
|
|
|
1,220,610
|
|
|
7,106,799
|
|
|||||
Total contractual obligations and other commitments
|
$
|
1,138,433
|
|
|
$
|
4,375,251
|
|
|
$
|
1,655,229
|
|
|
$
|
1,415,228
|
|
|
$
|
8,584,141
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Assets:
|
|
|
|
||||
Cash and due from banks
|
$
|
885,121
|
|
|
$
|
790,106
|
|
Interest-bearing deposits
|
3,646,756
|
|
|
2,650,425
|
|
||
Federal funds sold and resell agreements
|
24,248
|
|
|
84,448
|
|
||
Total cash and cash equivalents
|
4,556,125
|
|
|
3,524,979
|
|
||
Securities held to maturity, at amortized cost
|
3,139,748
|
|
|
2,956,381
|
|
||
Securities available for sale, at estimated fair value
|
5,895,436
|
|
|
6,203,299
|
|
||
Trading account securities
|
16,398
|
|
|
30,074
|
|
||
Loans, net of unearned discounts
|
9,515,700
|
|
|
9,223,848
|
|
||
Less: Allowance for loan losses
|
(92,438
|
)
|
|
(104,453
|
)
|
||
Net loans
|
9,423,262
|
|
|
9,119,395
|
|
||
Premises and equipment, net
|
313,331
|
|
|
315,934
|
|
||
Goodwill
|
536,649
|
|
|
535,509
|
|
||
Other intangible assets, net
|
6,345
|
|
|
8,147
|
|
||
Cash surrender value of life insurance policies
|
141,108
|
|
|
138,005
|
|
||
Accrued interest receivable and other assets
|
284,537
|
|
|
292,346
|
|
||
Total assets
|
$
|
24,312,939
|
|
|
$
|
23,124,069
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Non-interest-bearing demand deposits
|
$
|
8,311,149
|
|
|
$
|
8,096,937
|
|
Interest-bearing deposits
|
12,377,637
|
|
|
11,400,429
|
|
||
Total deposits
|
20,688,786
|
|
|
19,497,366
|
|
||
Federal funds purchased and repurchase agreements
|
668,253
|
|
|
561,061
|
|
||
Junior subordinated deferrable interest debentures
|
123,712
|
|
|
123,712
|
|
||
Other long-term borrowings
|
100,000
|
|
|
100,007
|
|
||
Accrued interest payable and other liabilities
|
218,027
|
|
|
424,441
|
|
||
Total liabilities
|
21,798,778
|
|
|
20,706,587
|
|
||
|
|
|
|
||||
Shareholders’ Equity:
|
|
|
|
||||
Preferred stock, par value $0.01 per share; 10,000,000 shares authorized; 6,000,000 Series A shares ($25 liquidation preference) issued in 2013, none issued in 2012
|
144,486
|
|
|
—
|
|
||
Common stock, par value $0.01 per share; 210,000,000 shares authorized; 61,632,464 shares issued in 2013 and 61,479,189 shares issued in 2012
|
617
|
|
|
615
|
|
||
Additional paid-in capital
|
724,197
|
|
|
702,968
|
|
||
Retained earnings
|
1,575,282
|
|
|
1,475,851
|
|
||
Accumulated other comprehensive income, net of tax
|
140,434
|
|
|
238,048
|
|
||
Treasury stock, at cost; 1,066,021 shares in 2013, none in 2012
|
(70,855
|
)
|
|
—
|
|
||
Total shareholders’ equity
|
2,514,161
|
|
|
2,417,482
|
|
||
Total liabilities and shareholders’ equity
|
$
|
24,312,939
|
|
|
$
|
23,124,069
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Interest income:
|
|
|
|
|
|
||||||
Loans, including fees
|
$
|
415,230
|
|
|
$
|
401,364
|
|
|
$
|
397,855
|
|
Securities:
|
|
|
|
|
|
||||||
Taxable
|
97,873
|
|
|
132,432
|
|
|
127,072
|
|
|||
Tax-exempt
|
122,031
|
|
|
93,412
|
|
|
91,672
|
|
|||
Interest-bearing deposits
|
7,284
|
|
|
4,300
|
|
|
6,357
|
|
|||
Federal funds sold and resell agreements
|
82
|
|
|
104
|
|
|
61
|
|
|||
Total interest income
|
642,500
|
|
|
631,612
|
|
|
623,017
|
|
|||
Interest expense:
|
|
|
|
|
|
||||||
Deposits
|
14,459
|
|
|
18,099
|
|
|
22,179
|
|
|||
Federal funds purchased and repurchase agreements
|
121
|
|
|
140
|
|
|
312
|
|
|||
Junior subordinated deferrable interest debentures
|
6,426
|
|
|
6,806
|
|
|
6,783
|
|
|||
Other long-term borrowings
|
939
|
|
|
1,706
|
|
|
11,967
|
|
|||
Total interest expense
|
21,945
|
|
|
26,751
|
|
|
41,241
|
|
|||
Net interest income
|
620,555
|
|
|
604,861
|
|
|
581,776
|
|
|||
Provision for loan losses
|
20,582
|
|
|
10,080
|
|
|
27,445
|
|
|||
Net interest income after provision for loan losses
|
599,973
|
|
|
594,781
|
|
|
554,331
|
|
|||
Non-interest income:
|
|
|
|
|
|
||||||
Trust and investment management fees
|
91,375
|
|
|
83,317
|
|
|
78,297
|
|
|||
Service charges on deposit accounts
|
81,432
|
|
|
83,392
|
|
|
86,125
|
|
|||
Insurance commissions and fees
|
43,140
|
|
|
39,948
|
|
|
35,421
|
|
|||
Interchange and debit card transaction fees
|
16,979
|
|
|
16,933
|
|
|
29,625
|
|
|||
Other charges, commissions and fees
|
34,185
|
|
|
30,180
|
|
|
27,750
|
|
|||
Net gain (loss) on securities transactions
|
1,176
|
|
|
4,314
|
|
|
6,414
|
|
|||
Other
|
34,531
|
|
|
30,703
|
|
|
26,370
|
|
|||
Total non-interest income
|
302,818
|
|
|
288,787
|
|
|
290,002
|
|
|||
Non-interest expense:
|
|
|
|
|
|
||||||
Salaries and wages
|
273,692
|
|
|
258,752
|
|
|
252,028
|
|
|||
Employee benefits
|
62,407
|
|
|
57,635
|
|
|
52,939
|
|
|||
Net occupancy
|
50,468
|
|
|
48,975
|
|
|
46,968
|
|
|||
Furniture and equipment
|
58,443
|
|
|
55,279
|
|
|
51,469
|
|
|||
Deposit insurance
|
11,682
|
|
|
11,087
|
|
|
12,714
|
|
|||
Intangible amortization
|
3,141
|
|
|
3,896
|
|
|
4,387
|
|
|||
Other
|
152,077
|
|
|
139,469
|
|
|
137,593
|
|
|||
Total non-interest expense
|
611,910
|
|
|
575,093
|
|
|
558,098
|
|
|||
Income before income taxes
|
290,881
|
|
|
308,475
|
|
|
286,235
|
|
|||
Income taxes
|
53,015
|
|
|
70,523
|
|
|
68,700
|
|
|||
Net income
|
237,866
|
|
|
237,952
|
|
|
217,535
|
|
|||
Preferred stock dividends
|
6,719
|
|
|
—
|
|
|
$
|
—
|
|
||
Net income available to common shareholders
|
$
|
231,147
|
|
|
$
|
237,952
|
|
|
$
|
217,535
|
|
|
|
|
|
|
|
||||||
Earnings per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.82
|
|
|
$
|
3.87
|
|
|
$
|
3.55
|
|
Diluted
|
3.80
|
|
|
3.86
|
|
|
3.54
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
$
|
237,866
|
|
|
$
|
237,952
|
|
|
$
|
217,535
|
|
Other comprehensive income (loss), before tax:
|
|
|
|
|
|
||||||
Securities available for sale and transferred securities:
|
|
|
|
|
|
||||||
Change in net unrealized gain/loss during the period
|
(115,245
|
)
|
|
33,412
|
|
|
208,015
|
|
|||
Change in net unrealized gain on securities transferred to held to maturity
|
(35,682
|
)
|
|
(657
|
)
|
|
—
|
|
|||
Reclassification adjustment for net (gains) losses included in net income
|
(1,176
|
)
|
|
(4,314
|
)
|
|
(6,414
|
)
|
|||
Total securities available for sale and transferred securities
|
(152,103
|
)
|
|
28,441
|
|
|
201,601
|
|
|||
Defined-benefit post-retirement benefit plans:
|
|
|
|
|
|
||||||
Change in the net actuarial gain/loss
|
35,293
|
|
|
(9,405
|
)
|
|
(22,463
|
)
|
|||
Derivatives:
|
|
|
|
|
|
||||||
Change in the accumulated gain/loss on effective cash flow hedge derivatives
|
(49
|
)
|
|
(783
|
)
|
|
(2,321
|
)
|
|||
Reclassification adjustments for (gains) losses included in net income:
|
|
|
|
|
|
||||||
Interest rate swaps on variable-rate loans
|
(37,380
|
)
|
|
(37,380
|
)
|
|
(37,380
|
)
|
|||
Interest rate swap on junior subordinated deferrable interest debentures
|
4,064
|
|
|
4,224
|
|
|
4,386
|
|
|||
Total derivatives
|
(33,365
|
)
|
|
(33,939
|
)
|
|
(35,315
|
)
|
|||
Other comprehensive income (loss), before tax
|
(150,175
|
)
|
|
(14,903
|
)
|
|
143,823
|
|
|||
Deferred tax expense (benefit) related to other comprehensive income
|
(52,561
|
)
|
|
(5,217
|
)
|
|
50,339
|
|
|||
Other comprehensive income (loss), net of tax
|
(97,614
|
)
|
|
(9,686
|
)
|
|
93,484
|
|
|||
Comprehensive income
|
$
|
140,252
|
|
|
$
|
228,266
|
|
|
$
|
311,019
|
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss),
Net of Tax
|
|
Treasury
Stock
|
|
Total
|
||||||||||||||
Balance at January 1, 2011
|
$
|
—
|
|
|
$
|
611
|
|
|
$
|
657,335
|
|
|
$
|
1,249,484
|
|
|
$
|
154,250
|
|
|
$
|
—
|
|
|
$
|
2,061,680
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
217,535
|
|
|
—
|
|
|
—
|
|
|
217,535
|
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
93,484
|
|
|
—
|
|
|
93,484
|
|
|||||||
Stock option exercises/deferred stock unit conversions (148,203 shares)
|
—
|
|
|
1
|
|
|
7,065
|
|
|
(50
|
)
|
|
—
|
|
|
422
|
|
|
7,438
|
|
|||||||
Tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
316
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
316
|
|
|||||||
Stock-based compensation expense recognized in earnings
|
—
|
|
|
—
|
|
|
15,963
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,963
|
|
|||||||
Non-vested stock awards (22,360 shares) and stock units (33,940 units)
|
—
|
|
|
—
|
|
|
(1,235
|
)
|
|
—
|
|
|
—
|
|
|
1,235
|
|
|
—
|
|
|||||||
Purchase of treasury stock (37,464 shares)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,029
|
)
|
|
(2,029
|
)
|
|||||||
Common stock issued/sold to the 401(k) plan (22,680 shares)
|
—
|
|
|
1
|
|
|
1,359
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,360
|
|
|||||||
Cash dividends - common stock ($1.83 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(112,210
|
)
|
|
—
|
|
|
—
|
|
|
(112,210
|
)
|
|||||||
Balance at December 31, 2011
|
—
|
|
|
613
|
|
|
680,803
|
|
|
1,354,759
|
|
|
247,734
|
|
|
(372
|
)
|
|
2,283,537
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
237,952
|
|
|
—
|
|
|
—
|
|
|
237,952
|
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,686
|
)
|
|
—
|
|
|
(9,686
|
)
|
|||||||
Stock option exercises/deferred stock unit conversions (206,366 shares)
|
—
|
|
|
2
|
|
|
10,100
|
|
|
(6
|
)
|
|
—
|
|
|
420
|
|
|
10,516
|
|
|||||||
Tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
(384
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(384
|
)
|
|||||||
Stock-based compensation expense recognized in earnings
|
—
|
|
|
—
|
|
|
12,836
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,836
|
|
|||||||
Non-vested stock awards (16,850 shares) and stock units (32,280 units)
|
—
|
|
|
—
|
|
|
(387
|
)
|
|
(1
|
)
|
|
—
|
|
|
388
|
|
|
—
|
|
|||||||
Purchase of treasury stock (7,960 shares)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(436
|
)
|
|
(436
|
)
|
|||||||
Cash dividends - common stock ($1.90 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(116,853
|
)
|
|
—
|
|
|
—
|
|
|
(116,853
|
)
|
|||||||
Balance at December 31, 2012
|
—
|
|
|
615
|
|
|
702,968
|
|
|
1,475,851
|
|
|
238,048
|
|
|
—
|
|
|
2,417,482
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
237,866
|
|
|
—
|
|
|
—
|
|
|
237,866
|
|
|||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97,614
|
)
|
|
—
|
|
|
(97,614
|
)
|
|||||||
Stock option exercises/deferred stock unit conversions (1,319,786 shares)
|
—
|
|
|
2
|
|
|
7,839
|
|
|
(12,097
|
)
|
|
—
|
|
|
72,909
|
|
|
68,653
|
|
|||||||
Tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
2,293
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,293
|
|
|||||||
Stock-based compensation expense recognized in earnings
|
—
|
|
|
—
|
|
|
11,963
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,963
|
|
|||||||
Non-vested stock awards (13,040 shares) and stock units (24,970 units)
|
—
|
|
|
—
|
|
|
(866
|
)
|
|
—
|
|
|
—
|
|
|
866
|
|
|
—
|
|
|||||||
Issuance of preferred stock (6,000,000 shares)
|
144,486
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
144,486
|
|
|||||||
Purchase of treasury stock (2,245,572 shares)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(144,630
|
)
|
|
(144,630
|
)
|
|||||||
Cash dividends – preferred stock (approximately $1.12 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,719
|
)
|
|
—
|
|
|
—
|
|
|
(6,719
|
)
|
|||||||
Cash dividends – common stock ($1.98 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(119,619
|
)
|
|
—
|
|
|
—
|
|
|
(119,619
|
)
|
|||||||
Balance at December 31, 2013
|
$
|
144,486
|
|
|
$
|
617
|
|
|
$
|
724,197
|
|
|
$
|
1,575,282
|
|
|
$
|
140,434
|
|
|
$
|
(70,855
|
)
|
|
$
|
2,514,161
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
237,866
|
|
|
$
|
237,952
|
|
|
$
|
217,535
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
|
|
||||||
Provision for loan losses
|
20,582
|
|
|
10,080
|
|
|
27,445
|
|
|||
Deferred tax expense (benefit)
|
3,279
|
|
|
(6,405
|
)
|
|
8,167
|
|
|||
Accretion of loan discounts
|
(12,654
|
)
|
|
(10,888
|
)
|
|
(12,974
|
)
|
|||
Securities premium amortization (discount accretion), net
|
41,921
|
|
|
21,701
|
|
|
11,441
|
|
|||
Net (gain) loss on securities transactions
|
(1,176
|
)
|
|
(4,314
|
)
|
|
(6,414
|
)
|
|||
Depreciation and amortization
|
38,471
|
|
|
37,776
|
|
|
37,628
|
|
|||
Net loss on sale/write-down of assets/foreclosed assets
|
3,235
|
|
|
4,603
|
|
|
4,677
|
|
|||
Stock-based compensation
|
11,963
|
|
|
12,836
|
|
|
15,963
|
|
|||
Net tax deficiency from stock-based compensation
|
(393
|
)
|
|
(555
|
)
|
|
(106
|
)
|
|||
Excess tax benefits from stock-based compensation
|
(2,686
|
)
|
|
(171
|
)
|
|
(422
|
)
|
|||
Earnings on life insurance policies
|
(3,103
|
)
|
|
(4,038
|
)
|
|
(4,045
|
)
|
|||
Net change in:
|
|
|
|
|
|
||||||
Trading account securities
|
14,686
|
|
|
(16,465
|
)
|
|
1,492
|
|
|||
Accrued interest receivable and other assets
|
(7,996
|
)
|
|
48,176
|
|
|
(15,502
|
)
|
|||
Accrued interest payable and other liabilities
|
(170,389
|
)
|
|
(30,289
|
)
|
|
(10,516
|
)
|
|||
Net cash from operating activities
|
173,606
|
|
|
299,999
|
|
|
274,369
|
|
|||
Investing Activities:
|
|
|
|
|
|
||||||
Securities held to maturity:
|
|
|
|
|
|
||||||
Purchases
|
(257,571
|
)
|
|
(237,503
|
)
|
|
(83,184
|
)
|
|||
Maturities, calls and principal repayments
|
14,891
|
|
|
2,100
|
|
|
665
|
|
|||
Securities available for sale:
|
|
|
|
|
|
||||||
Purchases
|
(11,178,144
|
)
|
|
(18,328,058
|
)
|
|
(8,752,573
|
)
|
|||
Sales
|
10,056,060
|
|
|
16,587,482
|
|
|
5,587,391
|
|
|||
Maturities, calls and principal repayments
|
1,311,643
|
|
|
1,073,122
|
|
|
729,678
|
|
|||
Net change in loans
|
(317,987
|
)
|
|
(1,241,422
|
)
|
|
70,200
|
|
|||
Net cash paid in acquisitions
|
(1,896
|
)
|
|
(7,199
|
)
|
|
(650
|
)
|
|||
Proceeds from sales of premises and equipment
|
18,481
|
|
|
5,085
|
|
|
1,339
|
|
|||
Purchases of premises and equipment
|
(39,599
|
)
|
|
(24,891
|
)
|
|
(26,719
|
)
|
|||
Proceeds from sales of repossessed properties
|
8,200
|
|
|
15,816
|
|
|
18,562
|
|
|||
Net cash from investing activities
|
(385,922
|
)
|
|
(2,155,468
|
)
|
|
(2,455,291
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
||||||
Net change in deposits
|
1,191,420
|
|
|
2,740,618
|
|
|
2,277,406
|
|
|||
Net change in short-term borrowings
|
107,192
|
|
|
(161,141
|
)
|
|
246,529
|
|
|||
Principal payments on long-term borrowings
|
(7
|
)
|
|
(19
|
)
|
|
(150,019
|
)
|
|||
Proceeds from stock option exercises
|
68,653
|
|
|
10,516
|
|
|
7,438
|
|
|||
Excess tax benefits from stock-based compensation
|
2,686
|
|
|
171
|
|
|
422
|
|
|||
Proceeds from issuance of preferred stock
|
144,486
|
|
|
—
|
|
|
—
|
|
|||
Purchase of treasury stock
|
(144,630
|
)
|
|
(436
|
)
|
|
(2,029
|
)
|
|||
Cash dividends paid on preferred stock
|
(6,719
|
)
|
|
—
|
|
|
—
|
|
|||
Cash dividends paid on common stock
|
(119,619
|
)
|
|
(116,853
|
)
|
|
(112,210
|
)
|
|||
Net cash from financing activities
|
1,243,462
|
|
|
2,472,856
|
|
|
2,267,537
|
|
|||
Net change in cash and cash equivalents
|
1,031,146
|
|
|
617,387
|
|
|
86,615
|
|
|||
Cash and cash equivalents at beginning of year
|
3,524,979
|
|
|
2,907,592
|
|
|
2,820,977
|
|
|||
Cash and cash equivalents at end of year
|
$
|
4,556,125
|
|
|
$
|
3,524,979
|
|
|
$
|
2,907,592
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Cash paid for interest
|
$
|
22,449
|
|
|
$
|
29,378
|
|
|
$
|
46,801
|
|
Cash paid for income tax
|
49,514
|
|
|
58,950
|
|
|
54,437
|
|
|||
Significant non-cash transactions:
|
|
|
|
|
|
||||||
Transfer of securities from available for sale to held to maturity
|
—
|
|
|
2,266,195
|
|
|
—
|
|
|||
Unsettled purchases of securities
|
16,241
|
|
|
90,073
|
|
|
—
|
|
|||
Loans foreclosed and transferred to other real estate owned and foreclosed assets
|
6,870
|
|
|
7,817
|
|
|
21,126
|
|
|||
Loans to facilitate the sale of other real estate owned
|
678
|
|
|
—
|
|
|
75
|
|
|||
Deferred gain on sale of building and parking garage
|
768
|
|
|
—
|
|
|
—
|
|
|||
Common stock/treasury stock issued to the Corporation's 401(k) plan
|
—
|
|
|
—
|
|
|
1,360
|
|
|
2013
|
|
2012
|
||||||||||||||||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||||||||||
Held to Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury
|
$
|
248,592
|
|
|
$
|
20,139
|
|
|
$
|
—
|
|
|
$
|
268,731
|
|
|
$
|
248,188
|
|
|
$
|
29,859
|
|
|
$
|
—
|
|
|
$
|
278,047
|
|
Residential mortgage-backed securities
|
9,674
|
|
|
89
|
|
|
143
|
|
|
9,620
|
|
|
10,725
|
|
|
300
|
|
|
—
|
|
|
11,025
|
|
||||||||
States and political subdivisions
|
2,880,482
|
|
|
7,691
|
|
|
137,861
|
|
|
2,750,312
|
|
|
2,696,468
|
|
|
15,397
|
|
|
4,993
|
|
|
2,706,872
|
|
||||||||
Other
|
1,000
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
||||||||
Total
|
$
|
3,139,748
|
|
|
$
|
27,919
|
|
|
$
|
138,004
|
|
|
$
|
3,029,663
|
|
|
$
|
2,956,381
|
|
|
$
|
45,556
|
|
|
$
|
4,993
|
|
|
$
|
2,996,944
|
|
Available for Sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U. S. Treasury
|
$
|
2,522,159
|
|
|
$
|
18,395
|
|
|
$
|
—
|
|
|
$
|
2,540,554
|
|
|
$
|
3,020,115
|
|
|
$
|
37,806
|
|
|
$
|
—
|
|
|
$
|
3,057,921
|
|
U.S. Government agencies/corporations
|
54,024
|
|
|
—
|
|
|
44
|
|
|
53,980
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Residential mortgage-backed securities
|
1,710,664
|
|
|
66,791
|
|
|
1,439
|
|
|
1,776,016
|
|
|
2,382,514
|
|
|
135,514
|
|
|
25
|
|
|
2,518,003
|
|
||||||||
States and political subdivisions
|
1,476,316
|
|
|
20,090
|
|
|
7,492
|
|
|
1,488,914
|
|
|
552,056
|
|
|
39,427
|
|
|
—
|
|
|
591,483
|
|
||||||||
Other
|
35,972
|
|
|
—
|
|
|
—
|
|
|
35,972
|
|
|
35,892
|
|
|
—
|
|
|
—
|
|
|
35,892
|
|
||||||||
Total
|
$
|
5,799,135
|
|
|
$
|
105,276
|
|
|
$
|
8,975
|
|
|
$
|
5,895,436
|
|
|
$
|
5,990,577
|
|
|
$
|
212,747
|
|
|
$
|
25
|
|
|
$
|
6,203,299
|
|
|
Less than 12 Months
|
|
More than 12 Months
|
|
Total
|
||||||||||||||||||
|
Estimated
Fair Value
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
|
Unrealized
Losses
|
||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Held to Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgage-backed securities
|
$
|
6,934
|
|
|
$
|
143
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,934
|
|
|
$
|
143
|
|
States and political subdivisions
|
2,071,521
|
|
|
113,512
|
|
|
266,566
|
|
|
24,349
|
|
|
2,338,087
|
|
|
137,861
|
|
||||||
Total
|
$
|
2,078,455
|
|
|
$
|
113,655
|
|
|
$
|
266,566
|
|
|
$
|
24,349
|
|
|
$
|
2,345,021
|
|
|
$
|
138,004
|
|
Available for Sale:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government agencies/ corporations
|
$
|
53,980
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
53,980
|
|
|
$
|
44
|
|
Residential mortgage-backed securities
|
33,001
|
|
|
1,157
|
|
|
2,713
|
|
|
282
|
|
|
35,714
|
|
|
1,439
|
|
||||||
States and political subdivisions
|
679,923
|
|
|
7,492
|
|
|
—
|
|
|
—
|
|
|
679,923
|
|
|
7,492
|
|
||||||
Total
|
$
|
766,904
|
|
|
$
|
8,693
|
|
|
$
|
2,713
|
|
|
$
|
282
|
|
|
$
|
769,617
|
|
|
$
|
8,975
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Held to Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
States and political subdivisions
|
$
|
353,626
|
|
|
$
|
4,993
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
353,626
|
|
|
$
|
4,993
|
|
Available for Sale:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgage-backed securities
|
$
|
3,007
|
|
|
$
|
24
|
|
|
$
|
59
|
|
|
$
|
1
|
|
|
$
|
3,066
|
|
|
$
|
25
|
|
|
Held to Maturity
|
|
Available for Sale
|
||||||||||||
|
Amortized
Cost
|
|
Estimated
Fair Value
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
||||||||
Due in one year or less
|
$
|
117,581
|
|
|
$
|
119,833
|
|
|
$
|
1,529,324
|
|
|
$
|
1,531,389
|
|
Due after one year through five years
|
493,142
|
|
|
526,769
|
|
|
1,114,932
|
|
|
1,133,225
|
|
||||
Due after five years through ten years
|
145,483
|
|
|
140,891
|
|
|
964,001
|
|
|
964,144
|
|
||||
Due after ten years
|
2,373,868
|
|
|
2,232,550
|
|
|
444,242
|
|
|
454,690
|
|
||||
Residential mortgage-backed securities
|
9,674
|
|
|
9,620
|
|
|
1,710,664
|
|
|
1,776,016
|
|
||||
Equity securities
|
—
|
|
|
—
|
|
|
35,972
|
|
|
35,972
|
|
||||
Total
|
$
|
3,139,748
|
|
|
$
|
3,029,663
|
|
|
$
|
5,799,135
|
|
|
$
|
5,895,436
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Proceeds from sales
|
$
|
10,056,060
|
|
|
$
|
16,587,482
|
|
|
$
|
5,587,391
|
|
Gross realized gains
|
1,206
|
|
|
6,943
|
|
|
6,418
|
|
|||
Gross realized losses
|
(30
|
)
|
|
(2,629
|
)
|
|
(4
|
)
|
|||
Tax (expense) benefit of securities gains/losses
|
(412
|
)
|
|
(1,510
|
)
|
|
(2,245
|
)
|
|
2013
|
|
2012
|
||||
U.S. Treasury
|
$
|
15,389
|
|
|
$
|
14,038
|
|
States and political subdivisions
|
1,009
|
|
|
16,036
|
|
||
Total
|
$
|
16,398
|
|
|
$
|
30,074
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net gain on sales transactions
|
$
|
878
|
|
|
$
|
1,219
|
|
|
$
|
1,607
|
|
Net mark-to-market gains (losses)
|
(429
|
)
|
|
(161
|
)
|
|
(15
|
)
|
|||
Net gain on trading account securities
|
$
|
449
|
|
|
$
|
1,058
|
|
|
$
|
1,592
|
|
|
2013
|
|
2012
|
||||
Commercial and industrial:
|
|
|
|
||||
Commercial
|
$
|
4,460,543
|
|
|
$
|
4,357,100
|
|
Leases
|
319,577
|
|
|
278,535
|
|
||
Asset-based
|
126,956
|
|
|
192,977
|
|
||
Total commercial and industrial
|
4,907,076
|
|
|
4,828,612
|
|
||
Commercial real estate:
|
|
|
|
||||
Commercial mortgages
|
2,800,760
|
|
|
2,495,481
|
|
||
Construction
|
426,639
|
|
|
608,306
|
|
||
Land
|
239,937
|
|
|
216,008
|
|
||
Total commercial real estate
|
3,467,336
|
|
|
3,319,795
|
|
||
Consumer real estate:
|
|
|
|
||||
Home equity loans
|
329,853
|
|
|
310,675
|
|
||
Home equity lines of credit
|
195,132
|
|
|
186,522
|
|
||
1-4 family residential mortgages
|
32,447
|
|
|
38,323
|
|
||
Construction
|
13,123
|
|
|
17,621
|
|
||
Other
|
237,649
|
|
|
224,206
|
|
||
Total consumer real estate
|
808,204
|
|
|
777,347
|
|
||
Total real estate
|
4,275,540
|
|
|
4,097,142
|
|
||
Consumer and other:
|
|
|
|
||||
Consumer installment
|
350,827
|
|
|
311,310
|
|
||
Other
|
7,289
|
|
|
8,435
|
|
||
Total consumer and other
|
358,116
|
|
|
319,745
|
|
||
Unearned discounts
|
(25,032
|
)
|
|
(21,651
|
)
|
||
Total loans
|
$
|
9,515,700
|
|
|
$
|
9,223,848
|
|
Balance outstanding at December 31, 2012
|
$
|
65,246
|
|
Principal additions
|
123,189
|
|
|
Principal reductions
|
(111,763
|
)
|
|
Balance outstanding at December 31, 2013
|
$
|
76,672
|
|
|
2013
|
|
2012
|
||||
Commercial and industrial:
|
|
|
|
||||
Energy
|
$
|
590
|
|
|
$
|
1,150
|
|
Other commercial
|
26,143
|
|
|
45,158
|
|
||
Commercial real estate:
|
|
|
|
||||
Buildings, land and other
|
27,035
|
|
|
38,631
|
|
||
Construction
|
—
|
|
|
1,100
|
|
||
Consumer real estate
|
2,207
|
|
|
2,773
|
|
||
Consumer and other
|
745
|
|
|
932
|
|
||
Total
|
$
|
56,720
|
|
|
$
|
89,744
|
|
|
Loans
30-89 Days
Past Due
|
|
Loans
90 or More
Days
Past Due
|
|
Total Past
Due Loans
|
|
Current
Loans
|
|
Total Loans
|
|
Accruing
Loans 90 or
More Days
Past Due
|
||||||||||||
Commercial and industrial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy
|
$
|
892
|
|
|
$
|
559
|
|
|
$
|
1,451
|
|
|
$
|
1,113,958
|
|
|
$
|
1,115,409
|
|
|
$
|
500
|
|
Other commercial
|
16,090
|
|
|
8,069
|
|
|
24,159
|
|
|
3,767,508
|
|
|
3,791,667
|
|
|
2,223
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Buildings, land and other
|
14,492
|
|
|
19,246
|
|
|
33,738
|
|
|
3,006,959
|
|
|
3,040,697
|
|
|
1,223
|
|
||||||
Construction
|
679
|
|
|
—
|
|
|
679
|
|
|
425,960
|
|
|
426,639
|
|
|
—
|
|
||||||
Consumer real estate
|
4,978
|
|
|
2,738
|
|
|
7,716
|
|
|
800,488
|
|
|
808,204
|
|
|
2,391
|
|
||||||
Consumer and other
|
4,076
|
|
|
1,468
|
|
|
5,544
|
|
|
352,572
|
|
|
358,116
|
|
|
1,298
|
|
||||||
Unearned discounts
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,032
|
)
|
|
(25,032
|
)
|
|
—
|
|
||||||
Total
|
$
|
41,207
|
|
|
$
|
32,080
|
|
|
$
|
73,287
|
|
|
$
|
9,442,413
|
|
|
$
|
9,515,700
|
|
|
$
|
7,635
|
|
|
Unpaid
Contractual
Principal
Balance
|
|
Recorded
Investment
With No
Allowance
|
|
Recorded
Investment
With
Allowance
|
|
Total
Recorded
Investment
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy
|
$
|
545
|
|
|
$
|
531
|
|
|
$
|
—
|
|
|
$
|
531
|
|
|
$
|
—
|
|
|
$
|
428
|
|
Other commercial
|
31,429
|
|
|
15,337
|
|
|
7,004
|
|
|
22,341
|
|
|
4,140
|
|
|
34,894
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Buildings, land and other
|
27,792
|
|
|
15,697
|
|
|
8,870
|
|
|
24,567
|
|
|
2,786
|
|
|
34,633
|
|
||||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
634
|
|
||||||
Consumer real estate
|
907
|
|
|
745
|
|
|
—
|
|
|
745
|
|
|
—
|
|
|
804
|
|
||||||
Consumer and other
|
334
|
|
|
278
|
|
|
—
|
|
|
278
|
|
|
—
|
|
|
348
|
|
||||||
Total
|
$
|
61,007
|
|
|
$
|
32,588
|
|
|
$
|
15,874
|
|
|
$
|
48,462
|
|
|
$
|
6,926
|
|
|
$
|
71,741
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy
|
$
|
1,255
|
|
|
$
|
—
|
|
|
$
|
1,069
|
|
|
$
|
1,069
|
|
|
$
|
900
|
|
|
$
|
214
|
|
Other commercial
|
56,784
|
|
|
21,709
|
|
|
19,096
|
|
|
40,805
|
|
|
4,200
|
|
|
42,630
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Buildings, land and other
|
44,652
|
|
|
19,010
|
|
|
17,149
|
|
|
36,159
|
|
|
3,137
|
|
|
40,258
|
|
||||||
Construction
|
1,497
|
|
|
1,100
|
|
|
—
|
|
|
1,100
|
|
|
—
|
|
|
1,392
|
|
||||||
Consumer real estate
|
961
|
|
|
864
|
|
|
—
|
|
|
864
|
|
|
—
|
|
|
1,617
|
|
||||||
Consumer and other
|
428
|
|
|
400
|
|
|
—
|
|
|
400
|
|
|
—
|
|
|
469
|
|
||||||
Total
|
$
|
105,577
|
|
|
$
|
43,083
|
|
|
$
|
37,314
|
|
|
$
|
80,397
|
|
|
$
|
8,237
|
|
|
$
|
86,580
|
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||
Balance at
Restructure
|
|
Balance at
Year-end
|
|
Balance at
Restructure
|
|
Balance at
Year-end
|
|
Balance at
Restructure
|
|
Balance at
Year-end
|
|||||||||||||
Commercial and industrial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy
|
$
|
528
|
|
|
$
|
531
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other commercial
|
6,334
|
|
|
4,937
|
|
|
1,602
|
|
|
1,478
|
|
|
191
|
|
|
179
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Buildings, land and other
|
7,964
|
|
|
5,747
|
|
|
714
|
|
|
710
|
|
|
7,519
|
|
|
6,183
|
|
||||||
Consumer real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
969
|
|
|
932
|
|
||||||
Consumer
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
469
|
|
|
456
|
|
||||||
|
$
|
14,833
|
|
|
$
|
11,215
|
|
|
$
|
2,316
|
|
|
$
|
2,188
|
|
|
$
|
9,148
|
|
|
$
|
7,750
|
|
•
|
Grades 1, 2 and 3
- These grades include loans to very high credit quality borrowers of investment or near investment grade. These borrowers are generally publicly traded (grades 1 and 2), have significant capital strength, moderate leverage, stable earnings and growth, and readily available financing alternatives. Smaller entities, regardless of strength, would generally not fit in these grades.
|
•
|
Grades 4 and 5
- These grades include loans to borrowers of solid credit quality with moderate risk. Borrowers in these grades are differentiated from higher grades on the basis of size (capital and/or revenue), leverage, asset quality and the stability of the industry or market area.
|
•
|
Grades 6, 7 and 8
- These grades include “pass grade” loans to borrowers of acceptable credit quality and risk. Such borrowers are differentiated from Grades 4 and 5 in terms of size, secondary sources of repayment or they are of lesser stature in other key credit metrics in that they may be over-leveraged, under capitalized, inconsistent in performance or in an industry or an economic area that is known to have a higher level of risk, volatility, or susceptibility to weaknesses in the economy.
|
•
|
Grade 9
- This grade includes loans on management’s “watch list” and is intended to be utilized on a temporary basis for pass grade borrowers where a significant risk-modifying action is anticipated in the near term.
|
•
|
Grade 10
- This grade is for “Other Assets Especially Mentioned” in accordance with regulatory guidelines. This grade is intended to be temporary and includes loans to borrowers whose credit quality has clearly deteriorated and are at risk of further decline unless active measures are taken to correct the situation.
|
•
|
Grade 11
- This grade includes “Substandard” loans, in accordance with regulatory guidelines, for which the accrual of interest has not been stopped. By definition under regulatory guidelines, a “Substandard” loan has defined weaknesses which make payment default or principal exposure likely, but not yet certain. Such loans are apt to be dependent upon collateral liquidation, a secondary source of repayment or an event outside of the normal course of business.
|
•
|
Grade 12
- This grade includes “Substandard” loans, in accordance with regulatory guidelines, for which the accrual of interest has been stopped. This grade includes loans where interest is more than
120
days past due and not fully secured and loans where a specific valuation allowance may be necessary, but generally does not exceed
30%
of the principal balance.
|
•
|
Grade 13
- This grade includes “Doubtful” loans in accordance with regulatory guidelines. Such loans are placed on non-accrual status and may be dependent upon collateral having a value that is difficult to determine or upon some near-term
|
•
|
Grade 14 -
This grade includes “Loss” loans in accordance with regulatory guidelines. Such loans are to be charged-off or charged-down when payment is acknowledged to be uncertain or when the timing or value of payments cannot be determined. “Loss” is not intended to imply that the loan or some portion of it will never be paid, nor does it in any way imply that there has been a forgiveness of debt.
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||
|
Weighted
Average
Risk Grade
|
|
Loans
|
|
Weighted
Average
Risk Grade
|
|
Loans
|
||||||
Commercial and industrial:
|
|
|
|
|
|
|
|
||||||
Energy
|
|
|
|
|
|
|
|
||||||
Risk grades 1-8
|
5.37
|
|
|
$
|
1,106,348
|
|
|
5.24
|
|
|
$
|
1,081,725
|
|
Risk grade 9
|
9.00
|
|
|
7,726
|
|
|
9.00
|
|
|
392
|
|
||
Risk grade 10
|
10.00
|
|
|
245
|
|
|
10.00
|
|
|
—
|
|
||
Risk grade 11
|
11.00
|
|
|
500
|
|
|
11.00
|
|
|
—
|
|
||
Risk grade 12
|
12.00
|
|
|
590
|
|
|
12.00
|
|
|
169
|
|
||
Risk grade 13
|
13.00
|
|
|
—
|
|
|
13.00
|
|
|
900
|
|
||
Total energy
|
5.40
|
|
|
$
|
1,115,409
|
|
|
5.25
|
|
|
$
|
1,083,186
|
|
Other commercial
|
|
|
|
|
|
|
|
||||||
Risk grades 1-8
|
5.95
|
|
|
$
|
3,507,963
|
|
|
5.81
|
|
|
$
|
3,367,443
|
|
Risk grade 9
|
9.00
|
|
|
74,766
|
|
|
9.00
|
|
|
250,508
|
|
||
Risk grade 10
|
10.00
|
|
|
89,878
|
|
|
10.00
|
|
|
28,440
|
|
||
Risk grade 11
|
11.00
|
|
|
92,917
|
|
|
11.00
|
|
|
53,797
|
|
||
Risk grade 12
|
12.00
|
|
|
21,389
|
|
|
12.00
|
|
|
40,603
|
|
||
Risk grade 13
|
13.00
|
|
|
4,754
|
|
|
13.00
|
|
|
4,635
|
|
||
Total other commercial
|
6.27
|
|
|
$
|
3,791,667
|
|
|
6.21
|
|
|
$
|
3,745,426
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
||||||
Buildings, land and other
|
|
|
|
|
|
|
|
||||||
Risk grades 1-8
|
6.59
|
|
|
$
|
2,844,665
|
|
|
6.63
|
|
|
$
|
2,460,448
|
|
Risk grade 9
|
9.00
|
|
|
65,770
|
|
|
9.00
|
|
|
92,041
|
|
||
Risk grade 10
|
10.00
|
|
|
49,881
|
|
|
10.00
|
|
|
42,603
|
|
||
Risk grade 11
|
11.00
|
|
|
53,208
|
|
|
11.00
|
|
|
77,658
|
|
||
Risk grade 12
|
12.00
|
|
|
24,387
|
|
|
12.00
|
|
|
35,602
|
|
||
Risk grade 13
|
13.00
|
|
|
2,786
|
|
|
13.00
|
|
|
3,137
|
|
||
Total commercial real estate
|
6.83
|
|
|
$
|
3,040,697
|
|
|
6.97
|
|
|
$
|
2,711,489
|
|
Construction
|
|
|
|
|
|
|
|
||||||
Risk grades 1-8
|
7.05
|
|
|
$
|
418,999
|
|
|
6.82
|
|
|
$
|
579,108
|
|
Risk grade 9
|
9.00
|
|
|
1,301
|
|
|
9.00
|
|
|
23,046
|
|
||
Risk grade 10
|
10.00
|
|
|
5,931
|
|
|
10.00
|
|
|
4,435
|
|
||
Risk grade 11
|
11.00
|
|
|
408
|
|
|
11.00
|
|
|
617
|
|
||
Risk grade 12
|
12.00
|
|
|
—
|
|
|
12.00
|
|
|
1,100
|
|
||
Risk grade 13
|
13.00
|
|
|
—
|
|
|
13.00
|
|
|
—
|
|
||
Total construction
|
7.10
|
|
|
$
|
426,639
|
|
|
6.94
|
|
|
$
|
608,306
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Commercial and industrial:
|
|
|
|
|
|
||||||
Energy
|
$
|
(913
|
)
|
|
$
|
4
|
|
|
$
|
6
|
|
Other commercial
|
(28,431
|
)
|
|
(13,627
|
)
|
|
(29,158
|
)
|
|||
Commercial real estate:
|
|
|
|
|
|
||||||
Buildings, land and other
|
(381
|
)
|
|
698
|
|
|
(8,980
|
)
|
|||
Construction
|
256
|
|
|
78
|
|
|
(454
|
)
|
|||
Consumer real estate
|
(719
|
)
|
|
(638
|
)
|
|
(2,293
|
)
|
|||
Consumer and other
|
(2,409
|
)
|
|
(2,289
|
)
|
|
(2,735
|
)
|
|||
Total
|
$
|
(32,597
|
)
|
|
$
|
(15,774
|
)
|
|
$
|
(43,614
|
)
|
|
Commercial
and
Industrial
|
|
Commercial
Real Estate
|
|
Consumer
Real Estate
|
|
Consumer
and Other
|
|
Unallocated
|
|
Total
|
||||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Historical valuation allowances
|
$
|
29,357
|
|
|
$
|
13,042
|
|
|
$
|
2,644
|
|
|
$
|
8,695
|
|
|
$
|
—
|
|
|
$
|
53,738
|
|
Specific valuation allowances
|
4,140
|
|
|
2,786
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,926
|
|
||||||
General valuation allowances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Environmental risk adjustment
|
5,497
|
|
|
3,314
|
|
|
664
|
|
|
2,331
|
|
|
—
|
|
|
11,806
|
|
||||||
Distressed industries
|
7,812
|
|
|
384
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,196
|
|
||||||
Excessive industry concentrations
|
1,499
|
|
|
367
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,866
|
|
||||||
Large relationship concentrations
|
1,529
|
|
|
1,081
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,610
|
|
||||||
Highly-leveraged credit relationships
|
4,535
|
|
|
619
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,154
|
|
||||||
Policy exceptions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,492
|
|
|
2,492
|
|
||||||
Credit and collateral exceptions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,398
|
|
|
1,398
|
|
||||||
Loans not reviewed by concurrence
|
2,009
|
|
|
2,201
|
|
|
2,250
|
|
|
1,064
|
|
|
—
|
|
|
7,524
|
|
||||||
Adjustment for recoveries
|
(3,588
|
)
|
|
(1,204
|
)
|
|
(328
|
)
|
|
(7,080
|
)
|
|
—
|
|
|
(12,200
|
)
|
||||||
General macroeconomic risk
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,928
|
|
|
2,928
|
|
||||||
Total
|
$
|
52,790
|
|
|
$
|
22,590
|
|
|
$
|
5,230
|
|
|
$
|
5,010
|
|
|
$
|
6,818
|
|
|
$
|
92,438
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Historical valuation allowances
|
$
|
30,565
|
|
|
$
|
15,687
|
|
|
$
|
3,013
|
|
|
$
|
7,344
|
|
|
$
|
—
|
|
|
$
|
56,609
|
|
Specific valuation allowances
|
5,100
|
|
|
3,137
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,237
|
|
||||||
General valuation allowances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Environmental risk adjustment
|
6,593
|
|
|
3,682
|
|
|
684
|
|
|
1,816
|
|
|
—
|
|
|
12,775
|
|
||||||
Distressed industries
|
5,883
|
|
|
1,182
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,065
|
|
||||||
Excessive industry concentrations
|
4,291
|
|
|
2,795
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,086
|
|
||||||
Large relationship concentrations
|
1,420
|
|
|
981
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,401
|
|
||||||
Highly-leveraged credit relationships
|
2,905
|
|
|
699
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,604
|
|
||||||
Policy exceptions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,466
|
|
|
2,466
|
|
||||||
Credit and collateral exceptions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,635
|
|
|
1,635
|
|
||||||
Loans not reviewed by concurrence
|
2,277
|
|
|
2,413
|
|
|
2,411
|
|
|
1,159
|
|
|
—
|
|
|
8,260
|
|
||||||
Adjustment for recoveries
|
(4,870
|
)
|
|
(1,230
|
)
|
|
(856
|
)
|
|
(6,812
|
)
|
|
—
|
|
|
(13,768
|
)
|
||||||
General macroeconomic risk
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,083
|
|
|
8,083
|
|
||||||
Total
|
$
|
54,164
|
|
|
$
|
29,346
|
|
|
$
|
5,252
|
|
|
$
|
3,507
|
|
|
$
|
12,184
|
|
|
$
|
104,453
|
|
|
Commercial
and
Industrial
|
|
Commercial
Real Estate
|
|
Consumer
Real Estate
|
|
Consumer
and Other
|
|
Unallocated
|
|
Total
|
||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
$
|
54,164
|
|
|
$
|
29,346
|
|
|
$
|
5,252
|
|
|
$
|
3,507
|
|
|
$
|
12,184
|
|
|
$
|
104,453
|
|
Provision for loan losses
|
27,970
|
|
|
(6,631
|
)
|
|
697
|
|
|
3,912
|
|
|
(5,366
|
)
|
|
20,582
|
|
||||||
Charge-offs
|
(32,932
|
)
|
|
(1,329
|
)
|
|
(1,047
|
)
|
|
(9,489
|
)
|
|
—
|
|
|
(44,797
|
)
|
||||||
Recoveries
|
3,588
|
|
|
1,204
|
|
|
328
|
|
|
7,080
|
|
|
—
|
|
|
12,200
|
|
||||||
Net charge-offs
|
(29,344
|
)
|
|
(125
|
)
|
|
(719
|
)
|
|
(2,409
|
)
|
|
—
|
|
|
(32,597
|
)
|
||||||
Ending balance
|
$
|
52,790
|
|
|
$
|
22,590
|
|
|
$
|
5,230
|
|
|
$
|
5,010
|
|
|
$
|
6,818
|
|
|
$
|
92,438
|
|
Period-end amount allocated to:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans individually evaluated for impairment
|
$
|
16,682
|
|
|
$
|
3,914
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,596
|
|
Loans collectively evaluated for impairment
|
36,108
|
|
|
18,676
|
|
|
5,230
|
|
|
5,010
|
|
|
6,818
|
|
|
71,842
|
|
||||||
Ending balance
|
$
|
52,790
|
|
|
$
|
22,590
|
|
|
$
|
5,230
|
|
|
$
|
5,010
|
|
|
$
|
6,818
|
|
|
$
|
92,438
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
$
|
42,774
|
|
|
$
|
20,912
|
|
|
$
|
3,540
|
|
|
$
|
12,635
|
|
|
$
|
30,286
|
|
|
$
|
110,147
|
|
Provision for loan losses
|
25,013
|
|
|
7,658
|
|
|
2,350
|
|
|
(6,839
|
)
|
|
(18,102
|
)
|
|
10,080
|
|
||||||
Charge-offs
|
(18,493
|
)
|
|
(3,951
|
)
|
|
(1,495
|
)
|
|
(9,101
|
)
|
|
—
|
|
|
(33,040
|
)
|
||||||
Recoveries
|
4,870
|
|
|
4,727
|
|
|
857
|
|
|
6,812
|
|
|
—
|
|
|
17,266
|
|
||||||
Net charge-offs
|
(13,623
|
)
|
|
776
|
|
|
(638
|
)
|
|
(2,289
|
)
|
|
—
|
|
|
(15,774
|
)
|
||||||
Ending balance
|
$
|
54,164
|
|
|
$
|
29,346
|
|
|
$
|
5,252
|
|
|
$
|
3,507
|
|
|
$
|
12,184
|
|
|
$
|
104,453
|
|
Period-end amount allocated to:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans individually evaluated for impairment
|
$
|
13,171
|
|
|
$
|
4,366
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,537
|
|
Loans collectively evaluated for impairment
|
40,993
|
|
|
24,980
|
|
|
5,252
|
|
|
3,507
|
|
|
12,184
|
|
|
86,916
|
|
||||||
Ending balance
|
$
|
54,164
|
|
|
$
|
29,346
|
|
|
$
|
5,252
|
|
|
$
|
3,507
|
|
|
$
|
12,184
|
|
|
$
|
104,453
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
$
|
57,789
|
|
|
$
|
28,534
|
|
|
$
|
3,223
|
|
|
$
|
11,974
|
|
|
$
|
24,796
|
|
|
$
|
126,316
|
|
Provision for loan losses
|
14,137
|
|
|
1,812
|
|
|
2,610
|
|
|
3,396
|
|
|
5,490
|
|
|
27,445
|
|
||||||
Charge-offs
|
(33,678
|
)
|
|
(10,776
|
)
|
|
(2,789
|
)
|
|
(9,442
|
)
|
|
—
|
|
|
(56,685
|
)
|
||||||
Recoveries
|
4,526
|
|
|
1,342
|
|
|
496
|
|
|
6,707
|
|
|
—
|
|
|
13,071
|
|
||||||
Net charge-offs
|
(29,152
|
)
|
|
(9,434
|
)
|
|
(2,293
|
)
|
|
(2,735
|
)
|
|
—
|
|
|
(43,614
|
)
|
||||||
Ending balance
|
$
|
42,774
|
|
|
$
|
20,912
|
|
|
$
|
3,540
|
|
|
$
|
12,635
|
|
|
$
|
30,286
|
|
|
$
|
110,147
|
|
Period-end amount allocated to:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans individually evaluated for impairment
|
$
|
15,829
|
|
|
$
|
3,625
|
|
|
$
|
95
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,549
|
|
Loans collectively evaluated for impairment
|
26,945
|
|
|
17,287
|
|
|
3,445
|
|
|
12,635
|
|
|
30,286
|
|
|
90,598
|
|
||||||
Ending balance
|
$
|
42,774
|
|
|
$
|
20,912
|
|
|
$
|
3,540
|
|
|
$
|
12,635
|
|
|
$
|
30,286
|
|
|
$
|
110,147
|
|
|
Commercial
and
Industrial
|
|
Commercial
Real Estate
|
|
Consumer
Real Estate
|
|
Consumer
and Other
|
|
Unearned
Discounts
|
|
Total
|
||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans individually evaluated for impairment
|
$
|
210,273
|
|
|
$
|
136,601
|
|
|
$
|
745
|
|
|
$
|
278
|
|
|
$
|
—
|
|
|
$
|
347,897
|
|
Loans collectively evaluated for impairment
|
4,696,803
|
|
|
3,330,735
|
|
|
807,459
|
|
|
357,838
|
|
|
(25,032
|
)
|
|
9,167,803
|
|
||||||
Ending balance
|
$
|
4,907,076
|
|
|
$
|
3,467,336
|
|
|
$
|
808,204
|
|
|
$
|
358,116
|
|
|
$
|
(25,032
|
)
|
|
$
|
9,515,700
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans individually evaluated for impairment
|
$
|
128,544
|
|
|
$
|
165,152
|
|
|
$
|
864
|
|
|
$
|
400
|
|
|
$
|
—
|
|
|
$
|
294,960
|
|
Loans collectively evaluated for impairment
|
4,700,068
|
|
|
3,154,643
|
|
|
776,483
|
|
|
319,345
|
|
|
(21,651
|
)
|
|
8,928,888
|
|
||||||
Ending balance
|
$
|
4,828,612
|
|
|
$
|
3,319,795
|
|
|
$
|
777,347
|
|
|
$
|
319,745
|
|
|
$
|
(21,651
|
)
|
|
$
|
9,223,848
|
|
|
2013
|
|
2012
|
||||
Land
|
$
|
97,095
|
|
|
$
|
105,004
|
|
Buildings
|
231,066
|
|
|
238,782
|
|
||
Furniture and equipment
|
212,169
|
|
|
201,843
|
|
||
Leasehold improvements
|
61,221
|
|
|
59,489
|
|
||
Construction in progress
|
10,074
|
|
|
3,503
|
|
||
|
611,625
|
|
|
608,621
|
|
||
Less accumulated depreciation and amortization
|
(298,294
|
)
|
|
(292,687
|
)
|
||
Total premises and equipment, net
|
$
|
313,331
|
|
|
$
|
315,934
|
|
|
2013
|
|
2012
|
||||
Goodwill
|
$
|
536,649
|
|
|
$
|
535,509
|
|
|
Gross
Intangible
Assets
|
|
Accumulated
Amortization
|
|
Net
Intangible
Assets
|
||||||
2013
|
|
|
|
|
|
||||||
Core deposits
|
$
|
34,966
|
|
|
$
|
(31,961
|
)
|
|
$
|
3,005
|
|
Customer relationships
|
7,870
|
|
|
(5,042
|
)
|
|
2,828
|
|
|||
Non-compete agreements
|
1,135
|
|
|
(623
|
)
|
|
512
|
|
|||
|
$
|
43,971
|
|
|
$
|
(37,626
|
)
|
|
$
|
6,345
|
|
2012
|
|
|
|
|
|
||||||
Core deposits
|
$
|
34,966
|
|
|
$
|
(29,670
|
)
|
|
$
|
5,296
|
|
Customer relationships
|
6,839
|
|
|
(4,577
|
)
|
|
2,262
|
|
|||
Non-compete agreements
|
986
|
|
|
(397
|
)
|
|
589
|
|
|||
|
$
|
42,791
|
|
|
$
|
(34,644
|
)
|
|
$
|
8,147
|
|
2014
|
$
|
2,535
|
|
2015
|
1,732
|
|
|
2016
|
989
|
|
|
2017
|
365
|
|
|
2018
|
261
|
|
|
Thereafter
|
463
|
|
|
|
$
|
6,345
|
|
|
2013
|
|
2012
|
||||
Non-interest-bearing demand deposits:
|
|
|
|
||||
Commercial and individual
|
$
|
7,445,656
|
|
|
$
|
7,186,105
|
|
Correspondent banks
|
427,134
|
|
|
436,381
|
|
||
Public funds
|
438,359
|
|
|
474,451
|
|
||
Total non-interest-bearing demand deposits
|
8,311,149
|
|
|
8,096,937
|
|
||
Interest-bearing deposits:
|
|
|
|
||||
Private accounts:
|
|
|
|
||||
Savings and interest checking
|
4,020,313
|
|
|
3,812,712
|
|
||
Money market accounts
|
6,883,869
|
|
|
6,127,256
|
|
||
Time accounts of $100,000 or more
|
508,441
|
|
|
514,346
|
|
||
Time accounts under $100,000
|
438,800
|
|
|
464,641
|
|
||
Total private accounts
|
11,851,423
|
|
|
10,918,955
|
|
||
Public funds:
|
|
|
|
||||
Savings and interest checking
|
305,976
|
|
|
287,391
|
|
||
Money market accounts
|
56,015
|
|
|
50,600
|
|
||
Time accounts of $100,000 or more
|
160,637
|
|
|
140,191
|
|
||
Time accounts under $100,000
|
3,586
|
|
|
3,292
|
|
||
Total public funds
|
526,214
|
|
|
481,474
|
|
||
Total interest-bearing deposits
|
12,377,637
|
|
|
11,400,429
|
|
||
Total deposits
|
$
|
20,688,786
|
|
|
$
|
19,497,366
|
|
|
2013
|
|
2012
|
||||
Deposits from the Certificate of Deposit Account Registry Service (CDARS)
|
$
|
200
|
|
|
$
|
2,723
|
|
Deposits from foreign sources (primarily Mexico)
|
769,970
|
|
|
799,504
|
|
||
Deposits from certain directors, executive officers and their affiliates
|
144,216
|
|
|
158,971
|
|
2014
|
$
|
989,771
|
|
2015
|
121,693
|
|
|
|
$
|
1,111,464
|
|
Due within 3 months or less
|
$
|
321,155
|
|
Due after 3 months and within 6 months
|
124,310
|
|
|
Due after 6 months and within 12 months
|
159,202
|
|
|
Due after 12 months
|
64,411
|
|
|
|
$
|
669,078
|
|
|
2013
|
|
2012
|
||||
Commitments to extend credit
|
$
|
6,919,942
|
|
|
$
|
5,710,448
|
|
Standby letters of credit
|
186,857
|
|
|
186,049
|
|
||
Deferred standby letter of credit fees
|
1,450
|
|
|
1,412
|
|
2014
|
$
|
16,808
|
|
2015
|
14,846
|
|
|
2016
|
14,487
|
|
|
2017
|
13,209
|
|
|
2018
|
11,910
|
|
|
Thereafter
|
70,906
|
|
|
|
$
|
142,166
|
|
|
Actual
|
|
Minimum Required
for Capital Adequacy
Purposes
|
|
Required to be
Considered Well
Capitalized
|
|||||||||||||||
|
Capital
Amount
|
|
Ratio
|
|
Capital
Amount
|
|
Ratio
|
|
Capital
Amount
|
|
Ratio
|
|||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Capital to Risk-Weighted Assets
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cullen/Frost
|
$
|
2,110,774
|
|
|
15.79
|
%
|
|
$
|
1,069,150
|
|
|
8.00
|
%
|
|
$
|
1,336,437
|
|
|
10.00
|
%
|
Frost Bank
|
1,780,313
|
|
|
13.12
|
|
|
1,085,447
|
|
|
8.00
|
|
|
1,356,809
|
|
|
10.00
|
%
|
|||
Tier 1 Capital to Risk-Weighted Assets
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cullen/Frost
|
1,958,336
|
|
|
14.65
|
|
|
534,575
|
|
|
4.00
|
|
|
801,862
|
|
|
6.00
|
%
|
|||
Frost Bank
|
1,707,307
|
|
|
12.58
|
|
|
542,724
|
|
|
4.00
|
|
|
814,085
|
|
|
6.00
|
%
|
|||
Leverage Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cullen/Frost
|
1,958,336
|
|
|
8.49
|
|
|
922,728
|
|
|
4.00
|
|
|
1,153,410
|
|
|
5.00
|
%
|
|||
Frost Bank
|
1,707,307
|
|
|
7.42
|
|
|
920,107
|
|
|
4.00
|
|
|
1,150,134
|
|
|
5.00
|
%
|
|||
2012
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Capital to Risk-Weighted Assets
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cullen/Frost
|
$
|
1,947,974
|
|
|
15.11
|
%
|
|
$
|
1,031,526
|
|
|
8.00
|
%
|
|
$
|
1,289,408
|
|
|
10.00
|
%
|
Frost Bank
|
1,730,444
|
|
|
13.43
|
|
|
1,030,878
|
|
|
8.00
|
|
|
1,288,597
|
|
|
10.00
|
%
|
|||
Tier 1 Capital to Risk-Weighted Assets
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cullen/Frost
|
1,763,521
|
|
|
13.68
|
|
|
515,763
|
|
|
4.00
|
|
|
773,645
|
|
|
6.00
|
%
|
|||
Frost Bank
|
1,625,991
|
|
|
12.62
|
|
|
515,439
|
|
|
4.00
|
|
|
773,158
|
|
|
6.00
|
%
|
|||
Leverage Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cullen/Frost
|
1,763,521
|
|
|
8.28
|
|
|
851,483
|
|
|
4.00
|
|
|
1,064,354
|
|
|
5.00
|
%
|
|||
Frost Bank
|
1,625,991
|
|
|
7.64
|
|
|
850,954
|
|
|
4.00
|
|
|
1,063,693
|
|
|
5.00
|
%
|
•
|
4.5%
CET1 to risk-weighted assets.
|
•
|
6.0%
Tier 1 capital to risk-weighted assets.
|
•
|
8.0%
Total capital to risk-weighted assets.
|
•
|
Applying a
150%
risk weight instead of a
100%
risk weight for certain high volatility commercial real estate acquisition, development and construction loans.
|
•
|
Assigning a
150%
risk weight to exposures (other than residential mortgage exposures) that are
90
days past due.
|
•
|
Providing for a
20%
credit conversion factor for the unused portion of a commitment with an original maturity of
one
year or less that is not unconditionally cancellable (currently set at
0%
).
|
•
|
Providing for a risk weight, generally not less than
20%
with certain exceptions, for securities lending transactions based on the risk weight category of the underlying collateral securing the transaction.
|
•
|
Providing for a
100%
risk weight for claims on securities firms.
|
•
|
Eliminating the current
50%
cap on the risk weight for OTC derivatives.
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net Income
|
$
|
237,866
|
|
|
$
|
237,952
|
|
|
$
|
217,535
|
|
Less: Preferred stock dividends
|
6,719
|
|
|
—
|
|
|
—
|
|
|||
Net income available to common shareholders
|
231,147
|
|
|
237,952
|
|
|
217,535
|
|
|||
Less: Earnings allocated to participating securities
|
850
|
|
|
773
|
|
|
728
|
|
|||
Net earnings allocated to common stock
|
$
|
230,297
|
|
|
$
|
237,179
|
|
|
$
|
216,807
|
|
|
|
|
|
|
|
||||||
Distributed earnings allocated to common stock
|
$
|
119,177
|
|
|
$
|
116,472
|
|
|
$
|
111,827
|
|
Undistributed earnings allocated to common stock
|
111,120
|
|
|
120,707
|
|
|
104,980
|
|
|||
Net earnings allocated to common stock
|
$
|
230,297
|
|
|
$
|
237,179
|
|
|
$
|
216,807
|
|
|
|
|
|
|
|
||||||
Weighted-average shares outstanding for basic earnings per common share
|
60,350,552
|
|
|
61,298,041
|
|
|
61,101,072
|
|
|||
Dilutive effect of stock compensation
|
765,858
|
|
|
345,341
|
|
|
176,697
|
|
|||
Weighted-average shares outstanding for diluted earnings per common share
|
61,116,410
|
|
|
61,643,382
|
|
|
61,277,769
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Change in benefit obligation:
|
|
|
|
|
|
||||||
Benefit obligation at beginning of year
|
$
|
178,158
|
|
|
$
|
157,855
|
|
|
$
|
145,246
|
|
Interest cost
|
7,341
|
|
|
7,801
|
|
|
7,892
|
|
|||
Actuarial (gain) loss
|
(15,333
|
)
|
|
18,436
|
|
|
10,383
|
|
|||
Benefits paid
|
(6,290
|
)
|
|
(5,934
|
)
|
|
(5,666
|
)
|
|||
Benefit obligation at end of year
|
163,876
|
|
|
178,158
|
|
|
157,855
|
|
|||
Change in plan assets:
|
|
|
|
|
|
||||||
Fair value of plan assets at beginning of year
|
145,901
|
|
|
137,253
|
|
|
141,050
|
|
|||
Actual return on plan assets
|
24,489
|
|
|
13,931
|
|
|
(3,776
|
)
|
|||
Employer contributions
|
669
|
|
|
651
|
|
|
5,645
|
|
|||
Benefits paid
|
(6,290
|
)
|
|
(5,934
|
)
|
|
(5,666
|
)
|
|||
Fair value of plan assets at end of year
|
164,769
|
|
|
145,901
|
|
|
137,253
|
|
|||
Funded status of the plan at end of year and accrued (benefit) liability recognized
|
$
|
(893
|
)
|
|
$
|
32,257
|
|
|
$
|
20,602
|
|
Accumulated benefit obligation at end of year
|
$
|
163,876
|
|
|
$
|
178,158
|
|
|
$
|
157,855
|
|
|
Retirement Plan
|
|
Restoration Plan
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Projected benefit obligation
|
$
|
147,403
|
|
|
$
|
160,738
|
|
|
$
|
16,473
|
|
|
$
|
17,420
|
|
Accumulated benefit obligation
|
147,403
|
|
|
160,738
|
|
|
16,473
|
|
|
17,420
|
|
||||
Fair value of plan assets
|
164,769
|
|
|
145,901
|
|
|
—
|
|
|
—
|
|
||||
Funded status of the plan at end of year and accrued (benefit) liability recognized
|
(17,366
|
)
|
|
14,837
|
|
|
16,473
|
|
|
17,420
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Expected return on plan assets, net of expenses
|
$
|
(11,087
|
)
|
|
$
|
(10,412
|
)
|
|
$
|
(11,434
|
)
|
Interest cost on projected benefit obligation
|
7,341
|
|
|
7,801
|
|
|
7,892
|
|
|||
Net amortization and deferral
|
6,558
|
|
|
5,709
|
|
|
3,130
|
|
|||
Net periodic cost (benefit)
|
$
|
2,812
|
|
|
$
|
3,098
|
|
|
$
|
(412
|
)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net actuarial gain (loss)
|
$
|
35,293
|
|
|
$
|
(9,405
|
)
|
|
$
|
(22,463
|
)
|
Deferred tax (expense) benefit
|
(12,353
|
)
|
|
3,292
|
|
|
7,862
|
|
|||
Other comprehensive income (loss), net of tax
|
$
|
22,940
|
|
|
$
|
(6,113
|
)
|
|
$
|
(14,601
|
)
|
|
2013
|
|
2012
|
||||
Net actuarial loss
|
$
|
(40,201
|
)
|
|
$
|
(75,494
|
)
|
Deferred tax benefit
|
14,070
|
|
|
26,423
|
|
||
Amounts included in accumulated other comprehensive loss, net of tax
|
$
|
(26,131
|
)
|
|
$
|
(49,071
|
)
|
|
2013
|
|
2012
|
|
2011
|
|||
Benefit obligations:
|
|
|
|
|
|
|||
Discount rate
|
5.00
|
%
|
|
4.20
|
%
|
|
5.05
|
%
|
Net periodic benefit cost:
|
|
|
|
|
|
|||
Discount rate
|
4.20
|
%
|
|
5.05
|
%
|
|
5.55
|
%
|
Expected return on plan assets
|
7.75
|
|
|
7.75
|
|
|
8.25
|
|
|
2013
|
|
2012
|
||||
Level 1:
|
|
|
|
||||
Mutual funds
|
$
|
163,046
|
|
|
$
|
141,115
|
|
Cash and cash equivalents
|
91
|
|
|
2,466
|
|
||
Level 2:
|
|
|
|
||||
Corporate bonds and notes
|
893
|
|
|
1,350
|
|
||
U.S. government agency securities
|
473
|
|
|
696
|
|
||
States and political subdivisions
|
266
|
|
|
274
|
|
||
Total fair value of plan assets
|
$
|
164,769
|
|
|
$
|
145,901
|
|
2014
|
$
|
7,755
|
|
2015
|
8,333
|
|
|
2016
|
10,482
|
|
|
2017
|
9,292
|
|
|
2018
|
9,700
|
|
|
2019 through 2023
|
53,581
|
|
|
|
$
|
99,143
|
|
|
|
|
|
|
Non-Vested Stock
Awards/Stock Units
Outstanding
|
|
Stock Options
Outstanding
|
||||||||||||
|
Shares
Available
for Grant
|
|
Director
Deferred
Stock Units
Outstanding
|
|
Number
of Shares
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|
Number
of Shares
|
|
Weighted-
Average
Exercise
Price
|
||||||||
Balance, January 1, 2011
|
2,759,347
|
|
|
16,515
|
|
|
227,550
|
|
|
$
|
51.10
|
|
|
4,383,885
|
|
|
$
|
52.08
|
|
Granted
|
(868,267
|
)
|
|
5,577
|
|
|
56,300
|
|
|
48.00
|
|
|
806,390
|
|
|
48.02
|
|
||
Stock options exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(148,203
|
)
|
|
50.18
|
|
||
Stock awards vested
|
—
|
|
|
—
|
|
|
(114,320
|
)
|
|
50.19
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
73,250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(73,250
|
)
|
|
51.43
|
|
||
Canceled/expired
|
(875
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Balance, December 31, 2011
|
1,963,455
|
|
|
22,092
|
|
|
169,530
|
|
|
50.33
|
|
|
4,968,822
|
|
|
51.49
|
|
||
Granted
|
(825,542
|
)
|
|
5,632
|
|
|
49,130
|
|
|
54.56
|
|
|
770,780
|
|
|
54.56
|
|
||
Stock options exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(206,336
|
)
|
|
50.96
|
|
||
Stock awards vested
|
—
|
|
|
—
|
|
|
(30,100
|
)
|
|
52.44
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
19,750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,750
|
)
|
|
50.49
|
|
||
Canceled/expired
|
(250
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Balance, December 31, 2012
|
1,157,413
|
|
|
27,724
|
|
|
188,560
|
|
|
51.67
|
|
|
5,513,516
|
|
|
51.94
|
|
||
Authorized
|
2,293,660
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Granted
|
(635,360
|
)
|
|
5,500
|
|
|
38,010
|
|
|
71.39
|
|
|
591,850
|
|
|
71.38
|
|
||
Stock options exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,319,786
|
)
|
|
52.02
|
|
||
Stock awards vested
|
—
|
|
|
—
|
|
|
(26,830
|
)
|
|
50.64
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
46,890
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,890
|
)
|
|
46.05
|
|
||
Canceled/expired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Balance, December 31, 2013
|
2,862,603
|
|
|
33,224
|
|
|
199,740
|
|
|
$
|
55.32
|
|
|
4,738,690
|
|
|
$
|
54.35
|
|
|
|
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||
Range of
Exercise Prices
|
|
Number
of Shares
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-
Average
Remaining
Contractual Life
in Years
|
|
Number
of Shares
|
|
Weighted-
Average
Exercise
Price
|
||||||||||||||
$
|
45.01
|
|
|
to
|
|
$
|
50.00
|
|
|
1,082,490
|
|
|
$
|
48.29
|
|
|
6.45
|
|
697,440
|
|
|
$
|
49.66
|
|
50.01
|
|
|
to
|
|
55.00
|
|
|
2,638,965
|
|
|
52.48
|
|
|
6.37
|
|
1,896,857
|
|
|
51.87
|
|
||||
55.01
|
|
|
to
|
|
60.00
|
|
|
425,775
|
|
|
57.66
|
|
|
2.87
|
|
424,525
|
|
|
57.66
|
|
||||
70.01
|
|
|
to
|
|
75.00
|
|
|
591,460
|
|
|
71.38
|
|
|
9.83
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
Total
|
|
4,738,690
|
|
|
54.35
|
|
|
6.51
|
|
3,018,822
|
|
|
52.17
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
New shares issued from available authorized shares
|
153,275
|
|
|
207,586
|
|
|
140,739
|
|
|||
Issued from available treasury stock
|
1,179,551
|
|
|
15,600
|
|
|
29,824
|
|
|||
Total
|
1,332,826
|
|
|
223,186
|
|
|
170,563
|
|
|||
Proceeds from stock option exercises
|
$
|
68,653
|
|
|
$
|
10,516
|
|
|
$
|
7,438
|
|
Intrinsic value of stock options exercised
|
20,506
|
|
|
1,538
|
|
|
1,475
|
|
|||
Fair value of stock awards/units vested
|
1,918
|
|
|
1,649
|
|
|
6,161
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Stock options
|
$
|
8,814
|
|
|
$
|
9,663
|
|
|
$
|
10,834
|
|
Non-vested stock awards/stock units
|
2,819
|
|
|
2,843
|
|
|
4,799
|
|
|||
Deferred stock-units
|
330
|
|
|
330
|
|
|
330
|
|
|||
Total
|
$
|
11,963
|
|
|
$
|
12,836
|
|
|
$
|
15,963
|
|
Income tax benefit
|
$
|
4,187
|
|
|
$
|
4,493
|
|
|
$
|
5,587
|
|
Stock options
|
$
|
16,476
|
|
Non-vested stock awards/stock units
|
2,828
|
|
|
Total
|
$
|
19,304
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Weighted-average risk-free interest rate
|
2.65
|
%
|
|
1.85
|
%
|
|
2.23
|
%
|
Dividend yield
|
2.92
|
|
|
3.28
|
|
|
2.84
|
|
Weighted-average expected market price volatility
|
24.20
|
|
|
28.06
|
|
|
29.43
|
|
Weighted-average expected term
|
6.7 years
|
|
|
6.2 years
|
|
|
6.3 years
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Other non-interest income:
|
|
|
|
|
|
||||||
Other
|
$
|
34,531
|
|
|
$
|
30,703
|
|
|
$
|
26,370
|
|
Total
|
$
|
34,531
|
|
|
$
|
30,703
|
|
|
$
|
26,370
|
|
Other non-interest expense:
|
|
|
|
|
|
||||||
Advertising, promotions and public relations
|
$
|
26,232
|
|
|
$
|
27,194
|
|
|
$
|
25,420
|
|
Legal and other professional fees
|
26,132
|
|
|
22,341
|
|
|
19,802
|
|
|||
Travel/meals and entertainment
|
13,571
|
|
|
13,049
|
|
|
11,493
|
|
|||
Check card expense
|
11,787
|
|
|
10,227
|
|
|
9,326
|
|
|||
Other
|
74,355
|
|
|
66,658
|
|
|
71,552
|
|
|||
Total
|
$
|
152,077
|
|
|
$
|
139,469
|
|
|
$
|
137,593
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current income tax expense
|
$
|
49,736
|
|
|
$
|
76,928
|
|
|
$
|
60,533
|
|
Deferred income tax expense (benefit)
|
3,279
|
|
|
(6,405
|
)
|
|
8,167
|
|
|||
Income tax expense, as reported
|
$
|
53,015
|
|
|
$
|
70,523
|
|
|
$
|
68,700
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Income tax expense computed at the statutory rate
|
$
|
101,808
|
|
|
$
|
107,966
|
|
|
$
|
100,182
|
|
Effect of tax-exempt interest
|
(46,535
|
)
|
|
(36,543
|
)
|
|
(35,741
|
)
|
|||
Bank owned life insurance income
|
(1,086
|
)
|
|
(1,413
|
)
|
|
(1,416
|
)
|
|||
Accrual adjustment for premium amortization on municipal securities
|
—
|
|
|
—
|
|
|
4,146
|
|
|||
Other
|
(1,172
|
)
|
|
513
|
|
|
1,529
|
|
|||
Income tax expense, as reported
|
$
|
53,015
|
|
|
$
|
70,523
|
|
|
$
|
68,700
|
|
|
2013
|
|
2012
|
||||
Deferred tax assets:
|
|
|
|
||||
Allowance for loan losses
|
$
|
32,353
|
|
|
$
|
36,514
|
|
Stock-based compensation
|
17,746
|
|
|
19,270
|
|
||
Net actuarial loss on defined benefit post-retirement benefit plans
|
14,070
|
|
|
26,423
|
|
||
Bonus accrual
|
5,301
|
|
|
5,006
|
|
||
Gain on sale of assets
|
2,234
|
|
|
2,329
|
|
||
Partnerships
|
2,208
|
|
|
1,808
|
|
||
Non-accrual loans
|
977
|
|
|
1,719
|
|
||
Other
|
4,077
|
|
|
4,014
|
|
||
Total gross deferred tax assets
|
78,966
|
|
|
97,083
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Net unrealized gain on securities available for sale and effective cash flow hedging derivatives
|
(89,689
|
)
|
|
(154,603
|
)
|
||
Premises and equipment
|
(21,192
|
)
|
|
(22,451
|
)
|
||
Defined benefit post-retirement benefit plans
|
(14,137
|
)
|
|
(14,895
|
)
|
||
Intangible assets
|
(7,253
|
)
|
|
(6,924
|
)
|
||
Leases
|
(4,237
|
)
|
|
(4,717
|
)
|
||
Bonus accrual 481(a) adjustment
|
(1,091
|
)
|
|
(2,182
|
)
|
||
Prepaid expenses
|
(1,618
|
)
|
|
(1,516
|
)
|
||
Reserve for medical insurance
|
(2,171
|
)
|
|
(1,509
|
)
|
||
Other
|
(365
|
)
|
|
(355
|
)
|
||
Total gross deferred tax liabilities
|
(141,753
|
)
|
|
(209,152
|
)
|
||
Net deferred tax asset (liability)
|
$
|
(62,787
|
)
|
|
$
|
(112,069
|
)
|
|
Before Tax
Amount
|
|
Tax Expense,
(Benefit)
|
|
Net of Tax
Amount
|
||||||
2013
|
|
|
|
|
|
||||||
Securities available for sale and transferred securities:
|
|
|
|
|
|
||||||
Change in net unrealized gain/loss during the period
|
$
|
(115,245
|
)
|
|
$
|
(40,335
|
)
|
|
$
|
(74,910
|
)
|
Change in net unrealized gain on securities transferred to held to maturity
|
(35,682
|
)
|
|
(12,489
|
)
|
|
(23,193
|
)
|
|||
Reclassification adjustment for net (gains) losses included in net income
|
(1,176
|
)
|
|
(412
|
)
|
|
(764
|
)
|
|||
Total securities available for sale and transferred securities
|
(152,103
|
)
|
|
(53,236
|
)
|
|
(98,867
|
)
|
|||
Defined-benefit post-retirement benefit plans:
|
|
|
|
|
|
||||||
Change in the net actuarial gain/loss
|
35,293
|
|
|
12,353
|
|
|
22,940
|
|
|||
Derivatives:
|
|
|
|
|
|
||||||
Change in the accumulated gain/loss on effective cash flow hedge derivatives
|
(49
|
)
|
|
(17
|
)
|
|
(32
|
)
|
|||
Reclassification adjustments for (gains) losses included in net income:
|
|
|
|
|
|
||||||
Interest rate swaps on variable-rate loans
|
(37,380
|
)
|
|
(13,083
|
)
|
|
(24,297
|
)
|
|||
Interest rate swap on junior subordinated deferrable interest debentures
|
4,064
|
|
|
1,422
|
|
|
2,642
|
|
|||
Total derivatives
|
(33,365
|
)
|
|
(11,678
|
)
|
|
(21,687
|
)
|
|||
Total other comprehensive income (loss)
|
$
|
(150,175
|
)
|
|
$
|
(52,561
|
)
|
|
$
|
(97,614
|
)
|
|
|
|
|
|
|
||||||
2012
|
|
|
|
|
|
||||||
Securities available for sale and transferred securities:
|
|
|
|
|
|
||||||
Change in net unrealized gain/loss during the period
|
$
|
33,412
|
|
|
$
|
11,694
|
|
|
$
|
21,718
|
|
Change in net unrealized gain on securities transferred to held to maturity
|
(657
|
)
|
|
(230
|
)
|
|
(427
|
)
|
|||
Reclassification adjustment for net (gains) losses included in net income
|
(4,314
|
)
|
|
(1,510
|
)
|
|
(2,804
|
)
|
|||
Total securities available for sale and transferred securities
|
28,441
|
|
|
9,954
|
|
|
18,487
|
|
|||
Defined-benefit post-retirement benefit plans:
|
|
|
|
|
|
||||||
Change in the net actuarial gain/loss
|
(9,405
|
)
|
|
(3,292
|
)
|
|
(6,113
|
)
|
|||
Derivatives:
|
|
|
|
|
|
||||||
Change in the accumulated gain/loss on effective cash flow hedge derivatives
|
(783
|
)
|
|
(274
|
)
|
|
(509
|
)
|
|||
Reclassification adjustments for (gains) losses included in net income:
|
|
|
|
|
|
||||||
Interest rate swaps on variable-rate loans
|
(37,380
|
)
|
|
(13,083
|
)
|
|
(24,297
|
)
|
|||
Interest rate swap on junior subordinated deferrable interest debentures
|
4,224
|
|
|
1,478
|
|
|
2,746
|
|
|||
Total derivatives
|
(33,939
|
)
|
|
(11,879
|
)
|
|
(22,060
|
)
|
|||
Total other comprehensive income (loss)
|
$
|
(14,903
|
)
|
|
$
|
(5,217
|
)
|
|
$
|
(9,686
|
)
|
|
|
|
|
|
|
||||||
2011
|
|
|
|
|
|
|
|
|
|||
Securities available for sale and transferred securities:
|
|
|
|
|
|
|
|
|
|||
Change in net unrealized gain/loss during the period
|
$
|
208,015
|
|
|
$
|
72,806
|
|
|
$
|
135,209
|
|
Reclassification adjustment for net (gains) losses included in net income
|
(6,414
|
)
|
|
(2,245
|
)
|
|
(4,169
|
)
|
|||
Total securities available for sale and transferred securities
|
201,601
|
|
|
70,561
|
|
|
131,040
|
|
|||
Defined-benefit post-retirement benefit plans:
|
|
|
|
|
|
|
|
|
|||
Change in the net actuarial gain/loss
|
(22,463
|
)
|
|
(7,862
|
)
|
|
(14,601
|
)
|
|||
Derivatives:
|
|
|
|
|
|
|
|
|
|||
Change in the accumulated gain/loss on effective cash flow hedge derivatives
|
(2,321
|
)
|
|
(812
|
)
|
|
(1,509
|
)
|
|||
Reclassification adjustments for (gains) losses included in net income:
|
|
|
|
|
|
|
|
|
|||
Interest rate swaps on variable-rate loans
|
(37,380
|
)
|
|
(13,083
|
)
|
|
(24,297
|
)
|
|||
Interest rate swap on junior subordinated deferrable interest debentures
|
4,386
|
|
|
1,535
|
|
|
2,851
|
|
|||
Total derivatives
|
(35,315
|
)
|
|
(12,360
|
)
|
|
(22,955
|
)
|
|||
Total other comprehensive income (loss)
|
$
|
143,823
|
|
|
$
|
50,339
|
|
|
$
|
93,484
|
|
|
Securities
Available
For Sale
|
|
Defined
Benefit
Plans
|
|
Derivatives
|
|
Accumulated
Other
Comprehensive
Income
|
||||||||
Balance January 1, 2013
|
$
|
245,539
|
|
|
$
|
(49,071
|
)
|
|
$
|
41,580
|
|
|
$
|
238,048
|
|
Other comprehensive income (loss) before reclassification
|
(98,103
|
)
|
|
22,940
|
|
|
(32
|
)
|
|
(75,195
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(764
|
)
|
|
—
|
|
|
(21,655
|
)
|
|
(22,419
|
)
|
||||
Net other comprehensive income (loss) during period
|
(98,867
|
)
|
|
22,940
|
|
|
(21,687
|
)
|
|
(97,614
|
)
|
||||
Balance December 31, 2013
|
$
|
146,672
|
|
|
$
|
(26,131
|
)
|
|
$
|
19,893
|
|
|
$
|
140,434
|
|
|
|
|
|
|
|
|
|
||||||||
Balance January 1, 2012
|
$
|
227,052
|
|
|
$
|
(42,958
|
)
|
|
$
|
63,640
|
|
|
$
|
247,734
|
|
Other comprehensive income (loss) before reclassification
|
21,291
|
|
|
(6,113
|
)
|
|
(509
|
)
|
|
14,669
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(2,804
|
)
|
|
—
|
|
|
(21,551
|
)
|
|
(24,355
|
)
|
||||
Net other comprehensive income (loss) during period
|
18,487
|
|
|
(6,113
|
)
|
|
(22,060
|
)
|
|
(9,686
|
)
|
||||
Balance December 31, 2012
|
$
|
245,539
|
|
|
$
|
(49,071
|
)
|
|
$
|
41,580
|
|
|
$
|
238,048
|
|
|
|
|
|
|
|
|
|
||||||||
Balance January 1, 2011
|
$
|
96,012
|
|
|
$
|
(28,357
|
)
|
|
$
|
86,595
|
|
|
$
|
154,250
|
|
Other comprehensive income (loss) before reclassification
|
135,209
|
|
|
(14,601
|
)
|
|
(1,509
|
)
|
|
119,099
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(4,169
|
)
|
|
—
|
|
|
(21,446
|
)
|
|
(25,615
|
)
|
||||
Net other comprehensive income (loss) during period
|
131,040
|
|
|
(14,601
|
)
|
|
(22,955
|
)
|
|
93,484
|
|
||||
Balance December 31, 2011
|
$
|
227,052
|
|
|
$
|
(42,958
|
)
|
|
$
|
63,640
|
|
|
$
|
247,734
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
|
Notional
Amount
|
|
Estimated
Fair Value
|
|
Notional
Amount
|
|
Estimated
Fair Value
|
||||||||
Derivatives designated as hedges of fair value:
|
|
|
|
|
|
|
|
||||||||
Financial institution counterparties:
|
|
|
|
|
|
|
|
||||||||
Loan/lease interest rate swaps - assets
|
$
|
50,965
|
|
|
$
|
1,386
|
|
|
$
|
14,748
|
|
|
$
|
24
|
|
Loan/lease interest rate swaps - liabilities
|
43,631
|
|
|
(4,191
|
)
|
|
84,577
|
|
|
(7,186
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Derivatives designated as hedges of cash flows:
|
|
|
|
|
|
|
|
||||||||
Financial institution counterparties:
|
|
|
|
|
|
|
|
||||||||
Interest rate swap on junior subordinated deferrable interest debentures
|
—
|
|
|
—
|
|
|
120,000
|
|
|
(4,365
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Non-hedging interest rate derivatives:
|
|
|
|
|
|
|
|
||||||||
Financial institution counterparties:
|
|
|
|
|
|
|
|
||||||||
Loan/lease interest rate swaps - assets
|
195,234
|
|
|
9,573
|
|
|
—
|
|
|
—
|
|
||||
Loan/lease interest rate swaps - liabilities
|
626,980
|
|
|
(32,469
|
)
|
|
797,311
|
|
|
(60,994
|
)
|
||||
Loan/lease interest rate caps - assets
|
53,058
|
|
|
1,309
|
|
|
30,000
|
|
|
12
|
|
||||
Customer counterparties:
|
|
|
|
|
|
|
|
||||||||
Loan/lease interest rate swaps - assets
|
626,980
|
|
|
32,426
|
|
|
797,311
|
|
|
60,854
|
|
||||
Loan/lease interest rate swaps - liabilities
|
195,234
|
|
|
(9,573
|
)
|
|
—
|
|
|
—
|
|
||||
Loan/lease interest rate caps - liabilities
|
53,058
|
|
|
(1,309
|
)
|
|
30,000
|
|
|
(12
|
)
|
|
Weighted-Average
|
||||
|
Interest
Rate
Paid
|
|
Interest
Rate
Received
|
||
Interest rate swaps:
|
|
|
|
||
Fair value hedge loan/lease interest rate swaps
|
2.73
|
%
|
|
0.16
|
%
|
Non-hedging interest rate swaps - financial institution counterparties
|
3.77
|
|
|
2.00
|
|
Non-hedging interest rate swap - customer counterparties
|
2.00
|
|
|
3.77
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
|||||||||||
|
Notional
Units
|
|
Notional
Amount
|
|
Estimated
Fair Value
|
|
Notional
Amount
|
|
Estimated
Fair Value
|
||||||
Financial institution counterparties:
|
|
|
|
|
|
|
|
|
|
||||||
Oil - assets
|
Barrels
|
|
356
|
|
|
$
|
1,004
|
|
|
464
|
|
|
$
|
2,188
|
|
Oil - liabilities
|
Barrels
|
|
1,574
|
|
|
(2,704
|
)
|
|
402
|
|
|
(1,590
|
)
|
||
Natural gas - assets
|
MMBTUs
|
|
14,240
|
|
|
2,903
|
|
|
120
|
|
|
19
|
|
||
Natural gas - liabilities
|
MMBTUs
|
|
22,510
|
|
|
(3,212
|
)
|
|
120
|
|
|
(24
|
)
|
||
Customer counterparties:
|
|
|
|
|
|
|
|
|
|
||||||
Oil - assets
|
Barrels
|
|
1,574
|
|
|
2,818
|
|
|
402
|
|
|
1,636
|
|
||
Oil - liabilities
|
Barrels
|
|
356
|
|
|
(991
|
)
|
|
464
|
|
|
(2,139
|
)
|
||
Natural gas - assets
|
MMBTUs
|
|
22,850
|
|
|
3,301
|
|
|
120
|
|
|
24
|
|
||
Natural gas - liabilities
|
MMBTUs
|
|
13,900
|
|
|
(2,805
|
)
|
|
120
|
|
|
(19
|
)
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||
|
Notional
Currency
|
|
Notional
Amount
|
|
Estimated
Fair Value
|
|
Notional
Amount
|
|
Estimated
Fair Value
|
||||||
Financial institution counterparties:
|
|
|
|
|
|
|
|
|
|
||||||
Forward contracts – assets
|
EUR
|
|
1,175
|
|
|
$
|
5
|
|
|
1,093
|
|
|
$
|
3
|
|
Forward contracts - assets
|
CAD
|
|
18,886
|
|
|
85
|
|
|
—
|
|
|
—
|
|
||
Forward contracts - liabilities
|
EUR
|
|
494
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
||
Forward contracts - liabilities
|
CAD
|
|
14,078
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||
Customer counterparties:
|
|
|
|
|
|
|
|
|
|
||||||
Forward contracts – assets
|
CAD
|
|
14,055
|
|
|
45
|
|
|
—
|
|
|
—
|
|
||
Forward contracts – liabilities
|
CAD
|
|
18,859
|
|
|
(58
|
)
|
|
—
|
|
|
—
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Commercial loan/lease interest rate swaps:
|
|
|
|
|
|
||||||
Amount of gain (loss) included in interest income on loans
|
$
|
(2,437
|
)
|
|
$
|
(2,587
|
)
|
|
$
|
(3,640
|
)
|
Amount of (gain) loss included in other non-interest expense
|
4
|
|
|
46
|
|
|
(3
|
)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Interest rate swaps/caps/floors on variable-rate loans:
|
|
|
|
|
|
||||||
Amount reclassified from accumulated other comprehensive income to interest income on loans
|
$
|
37,380
|
|
|
$
|
37,380
|
|
|
$
|
37,380
|
|
Interest rate swaps on junior subordinated deferrable interest debentures:
|
|
|
|
|
|
||||||
Amount reclassified from accumulated other comprehensive income to interest expense on junior subordinated deferrable interest debentures
|
4,064
|
|
|
4,224
|
|
|
4,386
|
|
|||
Amount of gain (loss) recognized in other comprehensive income
|
(49
|
)
|
|
(783
|
)
|
|
(2,321
|
)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Non-hedging interest rate derivatives:
|
|
|
|
|
|
||||||
Other non-interest income
|
$
|
1,441
|
|
|
$
|
4,722
|
|
|
$
|
2,270
|
|
Other non-interest expense
|
(96
|
)
|
|
(116
|
)
|
|
(76
|
)
|
|||
Non-hedging commodity derivatives:
|
|
|
|
|
|
||||||
Other non-interest income
|
496
|
|
|
124
|
|
|
627
|
|
|||
Non-hedging foreign currency derivatives:
|
|
|
|
|
|
||||||
Other non-interest income
|
175
|
|
|
—
|
|
|
316
|
|
|
Gross Amount
Recognized
|
|
Gross Amount
Offset
|
|
Net Amount
Recognized
|
||||||
December 31, 2013
|
|
|
|
|
|
||||||
Financial assets:
|
|
|
|
|
|
||||||
Derivatives:
|
|
|
|
|
|
||||||
Loan/lease interest rate swaps and caps
|
$
|
12,268
|
|
|
$
|
—
|
|
|
$
|
12,268
|
|
Commodity swaps and options
|
3,907
|
|
|
—
|
|
|
3,907
|
|
|||
Foreign currency forward contracts
|
90
|
|
|
—
|
|
|
90
|
|
|||
Total derivatives
|
16,265
|
|
|
—
|
|
|
16,265
|
|
|||
Resell agreements
|
7,898
|
|
|
—
|
|
|
7,898
|
|
|||
Total
|
$
|
24,163
|
|
|
$
|
—
|
|
|
$
|
24,163
|
|
Financial liabilities:
|
|
|
|
|
|
||||||
Derivatives:
|
|
|
|
|
|
||||||
Loan/lease interest rate swaps
|
$
|
36,660
|
|
|
$
|
—
|
|
|
$
|
36,660
|
|
Commodity swaps and options
|
5,916
|
|
|
—
|
|
|
5,916
|
|
|||
Foreign currency forward contracts
|
27
|
|
|
—
|
|
|
27
|
|
|||
Total derivatives
|
42,603
|
|
|
—
|
|
|
42,603
|
|
|||
Repurchase agreements
|
668,053
|
|
|
—
|
|
|
668,053
|
|
|||
Total
|
$
|
710,656
|
|
|
$
|
—
|
|
|
$
|
710,656
|
|
|
|
|
Gross Amounts Not Offset
|
|
|
||||||||||
|
Net Amount
Recognized
|
|
Financial
Instruments
|
|
Collateral
|
|
Net
Amount
|
||||||||
December 31, 2013
|
|
|
|
|
|
|
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
||||||||
Counterparty A
|
$
|
3,342
|
|
|
$
|
(3,342
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Counterparty B
|
8,196
|
|
|
(8,196
|
)
|
|
—
|
|
|
—
|
|
||||
Counterparty C
|
1,187
|
|
|
(1,187
|
)
|
|
—
|
|
|
—
|
|
||||
Other counterparties
|
3,540
|
|
|
(2,099
|
)
|
|
(1,360
|
)
|
|
81
|
|
||||
Total derivatives
|
16,265
|
|
|
(14,824
|
)
|
|
(1,360
|
)
|
|
81
|
|
||||
Resell agreements
|
$
|
7,898
|
|
|
—
|
|
|
(7,898
|
)
|
|
—
|
|
|||
Total
|
$
|
24,163
|
|
|
$
|
(14,824
|
)
|
|
$
|
(9,258
|
)
|
|
$
|
81
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
||||||||
Counterparty A
|
$
|
18,615
|
|
|
$
|
(3,342
|
)
|
|
$
|
(15,167
|
)
|
|
$
|
106
|
|
Counterparty B
|
9,054
|
|
|
(8,196
|
)
|
|
(613
|
)
|
|
245
|
|
||||
Counterparty C
|
10,870
|
|
|
(1,187
|
)
|
|
(9,683
|
)
|
|
—
|
|
||||
Other counterparties
|
4,064
|
|
|
(2,099
|
)
|
|
(1,549
|
)
|
|
416
|
|
||||
Total derivatives
|
42,603
|
|
|
(14,824
|
)
|
|
(27,012
|
)
|
|
767
|
|
||||
Repurchase agreements
|
668,053
|
|
|
—
|
|
|
(668,053
|
)
|
|
—
|
|
||||
Total
|
$
|
710,656
|
|
|
$
|
(14,824
|
)
|
|
$
|
(695,065
|
)
|
|
$
|
767
|
|
|
Gross Amount
Recognized
|
|
Gross Amount
Offset
|
|
Net Amount
Recognized
|
||||||
December 31, 2012
|
|
|
|
|
|
||||||
Financial assets:
|
|
|
|
|
|
||||||
Derivatives:
|
|
|
|
|
|
||||||
Loan/lease interest rate swaps and caps
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
36
|
|
Commodity swaps and options
|
2,207
|
|
|
—
|
|
|
2,207
|
|
|||
Foreign currency forward contracts
|
3
|
|
|
—
|
|
|
3
|
|
|||
Total derivatives
|
2,246
|
|
|
—
|
|
|
2,246
|
|
|||
Resell agreements
|
4,898
|
|
|
—
|
|
|
4,898
|
|
|||
Total
|
$
|
7,144
|
|
|
$
|
—
|
|
|
$
|
7,144
|
|
Financial liabilities:
|
|
|
|
|
|
||||||
Derivatives:
|
|
|
|
|
|
||||||
Loan/lease interest rate swaps
|
$
|
68,180
|
|
|
$
|
—
|
|
|
$
|
68,180
|
|
Interest rate swap on junior subordinated deferrable interest debentures
|
4,365
|
|
|
—
|
|
|
4,365
|
|
|||
Commodity swaps and options
|
1,614
|
|
|
—
|
|
|
1,614
|
|
|||
Total derivatives
|
74,159
|
|
|
—
|
|
|
74,159
|
|
|||
Repurchase agreements
|
559,461
|
|
|
—
|
|
|
559,461
|
|
|||
Total
|
$
|
633,620
|
|
|
$
|
—
|
|
|
$
|
633,620
|
|
|
|
|
Gross Amounts Not Offset
|
|
|
||||||||||
|
Net Amount
Recognized
|
|
Financial
Instruments
|
|
Collateral
|
|
Net
Amount
|
||||||||
December 31, 2012
|
|
|
|
|
|
|
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
||||||||
Counterparty A
|
$
|
4
|
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Counterparty B
|
2,033
|
|
|
(2,033
|
)
|
|
—
|
|
|
—
|
|
||||
Counterparty C
|
189
|
|
|
(189
|
)
|
|
—
|
|
|
—
|
|
||||
Other counterparties
|
20
|
|
|
(17
|
)
|
|
—
|
|
|
3
|
|
||||
Total derivatives
|
2,246
|
|
|
(2,243
|
)
|
|
—
|
|
|
3
|
|
||||
Resell agreements
|
4,898
|
|
|
—
|
|
|
(4,898
|
)
|
|
—
|
|
||||
Total
|
$
|
7,144
|
|
|
$
|
(2,243
|
)
|
|
$
|
(4,898
|
)
|
|
$
|
3
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
||||||||
Counterparty A
|
$
|
33,999
|
|
|
$
|
(4
|
)
|
|
$
|
(33,778
|
)
|
|
$
|
217
|
|
Counterparty B
|
14,374
|
|
|
(2,033
|
)
|
|
(11,318
|
)
|
|
1,023
|
|
||||
Counterparty C
|
13,807
|
|
|
(189
|
)
|
|
(13,618
|
)
|
|
—
|
|
||||
Other counterparties
|
11,979
|
|
|
(17
|
)
|
|
(10,059
|
)
|
|
1,903
|
|
||||
Total derivatives
|
74,159
|
|
|
(2,243
|
)
|
|
(68,773
|
)
|
|
3,143
|
|
||||
Repurchase agreements
|
559,461
|
|
|
—
|
|
|
(559,461
|
)
|
|
—
|
|
||||
Total
|
$
|
633,620
|
|
|
$
|
(2,243
|
)
|
|
$
|
(628,234
|
)
|
|
$
|
3,143
|
|
•
|
Level 1 Inputs
- Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
|
•
|
Level 2 Inputs
- Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.
|
•
|
Level 3 Inputs
- Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.
|
|
Level 1
Inputs
|
|
Level 2
Inputs
|
|
Level 3
Inputs
|
|
Total
Fair Value
|
||||||||
2013
|
|
|
|
|
|
|
|
||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury
|
$
|
2,540,554
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,540,554
|
|
U. S. government agencies/corporations
|
—
|
|
|
53,980
|
|
|
—
|
|
|
53,980
|
|
||||
Residential mortgage-backed securities
|
—
|
|
|
1,776,016
|
|
|
—
|
|
|
1,776,016
|
|
||||
States and political subdivisions
|
—
|
|
|
1,488,914
|
|
|
—
|
|
|
1,488,914
|
|
||||
Other
|
—
|
|
|
35,972
|
|
|
—
|
|
|
35,972
|
|
||||
Trading account securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury
|
15,389
|
|
|
—
|
|
|
—
|
|
|
15,389
|
|
||||
States and political subdivisions
|
—
|
|
|
1,009
|
|
|
—
|
|
|
1,009
|
|
||||
Derivative assets:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps, caps and floors
|
—
|
|
|
44,520
|
|
|
174
|
|
|
44,694
|
|
||||
Commodity swaps and options
|
—
|
|
|
10,026
|
|
|
—
|
|
|
10,026
|
|
||||
Foreign currency forward contracts
|
135
|
|
|
—
|
|
|
—
|
|
|
135
|
|
||||
Derivative liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps, caps and floors
|
—
|
|
|
47,542
|
|
|
—
|
|
|
47,542
|
|
||||
Commodity swaps and options
|
—
|
|
|
9,712
|
|
|
—
|
|
|
9,712
|
|
||||
Foreign currency forward contracts
|
85
|
|
|
—
|
|
|
—
|
|
|
85
|
|
||||
2012
|
|
|
|
|
|
|
|
||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury
|
$
|
3,057,921
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,057,921
|
|
Residential mortgage-backed securities
|
—
|
|
|
2,518,003
|
|
|
—
|
|
|
2,518,003
|
|
||||
States and political subdivisions
|
—
|
|
|
591,483
|
|
|
—
|
|
|
591,483
|
|
||||
Other
|
|
|
|
35,892
|
|
|
|
|
|
35,892
|
|
||||
Trading account securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury
|
14,038
|
|
|
|
|
|
—
|
|
|
14,038
|
|
||||
States and political subdivisions
|
|
|
16,036
|
|
|
|
|
16,036
|
|
||||||
Derivative assets:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps, caps and floors
|
—
|
|
|
60,535
|
|
|
355
|
|
|
60,890
|
|
||||
Commodity swaps and options
|
—
|
|
|
3,867
|
|
|
—
|
|
|
3,867
|
|
||||
Foreign currency forward contracts
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Derivative liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps, caps and floors
|
—
|
|
|
72,557
|
|
|
—
|
|
|
72,557
|
|
||||
Commodity swaps and options
|
—
|
|
|
3,772
|
|
|
—
|
|
|
3,772
|
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||
|
Level 2
|
|
Level 3
|
|
Level 2
|
|
Level 3
|
|
Level 2
|
|
Level 3
|
||||||||||||
Carrying value of impaired loans before allocations
|
$
|
9,374
|
|
|
$
|
—
|
|
|
$
|
18,319
|
|
|
$
|
15,754
|
|
|
$
|
4,158
|
|
|
$
|
2,310
|
|
Specific valuation allowance allocations
|
(2,785
|
)
|
|
—
|
|
|
(3,634
|
)
|
|
(2,911
|
)
|
|
(1,361
|
)
|
|
(1,528
|
)
|
||||||
Fair value
|
$
|
6,589
|
|
|
$
|
—
|
|
|
$
|
14,685
|
|
|
$
|
12,843
|
|
|
$
|
2,797
|
|
|
$
|
782
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Foreclosed assets remeasured at initial recognition:
|
|
|
|
|
|
||||||
Carrying value of foreclosed assets prior to remeasurement
|
$
|
7,580
|
|
|
$
|
9,428
|
|
|
$
|
24,682
|
|
Charge-offs recognized in the allowance for loan losses
|
(710
|
)
|
|
(1,611
|
)
|
|
(3,556
|
)
|
|||
Fair value
|
$
|
6,870
|
|
|
$
|
7,817
|
|
|
$
|
21,126
|
|
Foreclosed assets remeasured subsequent to initial recognition:
|
|
|
|
|
|
||||||
Carrying value of foreclosed assets prior to remeasurement
|
$
|
4,979
|
|
|
$
|
12,126
|
|
|
$
|
7,667
|
|
Write-downs included in other non-interest expense
|
(895
|
)
|
|
(2,093
|
)
|
|
(2,792
|
)
|
|||
Fair value
|
$
|
4,084
|
|
|
$
|
10,033
|
|
|
$
|
4,875
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Level 2 inputs:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
4,556,125
|
|
|
$
|
4,556,125
|
|
|
$
|
3,524,979
|
|
|
$
|
3,524,979
|
|
Securities held to maturity
|
3,139,748
|
|
|
3,029,663
|
|
|
2,956,381
|
|
|
2,996,944
|
|
||||
Cash surrender value of life insurance policies
|
141,108
|
|
|
141,108
|
|
|
138,005
|
|
|
138,005
|
|
||||
Accrued interest receivable
|
99,281
|
|
|
99,281
|
|
|
82,529
|
|
|
82,529
|
|
||||
Level 3 inputs:
|
|
|
|
|
|
|
|
||||||||
Loans, net
|
9,423,262
|
|
|
9,582,734
|
|
|
9,119,395
|
|
|
9,212,159
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Level 2 inputs:
|
|
|
|
|
|
|
|
||||||||
Deposits
|
20,688,786
|
|
|
20,689,323
|
|
|
19,497,366
|
|
|
19,498,518
|
|
||||
Federal funds purchased and repurchase agreements
|
668,253
|
|
|
668,253
|
|
|
561,061
|
|
|
561,061
|
|
||||
Junior subordinated deferrable interest debentures
|
123,712
|
|
|
123,712
|
|
|
123,712
|
|
|
123,712
|
|
||||
Subordinated notes payable and other borrowings
|
100,000
|
|
|
92,552
|
|
|
100,007
|
|
|
89,596
|
|
||||
Accrued interest payable
|
1,300
|
|
|
1,300
|
|
|
1,804
|
|
|
1,804
|
|
|
Banking
|
|
Frost
Wealth
Advisors
|
|
Non-Banks
|
|
Consolidated
|
||||||||
2013
|
|
|
|
|
|
|
|
||||||||
Net interest income (expense)
|
$
|
621,333
|
|
|
$
|
6,586
|
|
|
$
|
(7,364
|
)
|
|
$
|
620,555
|
|
Provision for loan losses
|
20,585
|
|
|
(3
|
)
|
|
—
|
|
|
20,582
|
|
||||
Non-interest income
|
190,767
|
|
|
107,759
|
|
|
4,292
|
|
|
302,818
|
|
||||
Non-interest expense
|
513,909
|
|
|
90,132
|
|
|
7,869
|
|
|
611,910
|
|
||||
Income (loss) before income taxes
|
277,606
|
|
|
24,216
|
|
|
(10,941
|
)
|
|
290,881
|
|
||||
Income tax expense (benefit)
|
50,823
|
|
|
8,563
|
|
|
(6,371
|
)
|
|
53,015
|
|
||||
Net income (loss)
|
226,783
|
|
|
15,653
|
|
|
(4,570
|
)
|
|
237,866
|
|
||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
6,719
|
|
|
6,719
|
|
||||
Net income (loss) available to common shareholders
|
$
|
226,783
|
|
|
$
|
15,653
|
|
|
$
|
(11,289
|
)
|
|
$
|
231,147
|
|
Revenues from (expenses to) external customers
|
$
|
812,100
|
|
|
$
|
114,345
|
|
|
$
|
(3,072
|
)
|
|
$
|
923,373
|
|
Average assets (in millions)
(1)
|
$
|
22,709
|
|
|
$
|
31
|
|
|
$
|
12
|
|
|
$
|
22,752
|
|
2012
|
|
|
|
|
|
|
|
||||||||
Net interest income (expense)
|
$
|
605,330
|
|
|
$
|
8,013
|
|
|
$
|
(8,482
|
)
|
|
$
|
604,861
|
|
Provision for loan losses
|
10,078
|
|
|
2
|
|
|
—
|
|
|
10,080
|
|
||||
Non-interest income
|
188,440
|
|
|
96,577
|
|
|
3,770
|
|
|
288,787
|
|
||||
Non-interest expense
|
485,302
|
|
|
82,744
|
|
|
7,047
|
|
|
575,093
|
|
||||
Income (loss) before income taxes
|
298,390
|
|
|
21,844
|
|
|
(11,759
|
)
|
|
308,475
|
|
||||
Income tax expense (benefit)
|
69,078
|
|
|
7,646
|
|
|
(6,201
|
)
|
|
70,523
|
|
||||
Net income (loss)
|
$
|
229,312
|
|
|
$
|
14,198
|
|
|
$
|
(5,558
|
)
|
|
$
|
237,952
|
|
Revenues from (expenses to) external customers
|
$
|
793,770
|
|
|
$
|
104,590
|
|
|
$
|
(4,712
|
)
|
|
$
|
893,648
|
|
Average assets (in millions)
(1)
|
$
|
20,783
|
|
|
$
|
29
|
|
|
$
|
15
|
|
|
$
|
20,827
|
|
2011
|
|
|
|
|
|
|
|
||||||||
Net interest income (expense)
|
$
|
588,092
|
|
|
$
|
6,323
|
|
|
$
|
(12,639
|
)
|
|
$
|
581,776
|
|
Provision for loan losses
|
27,449
|
|
|
(4
|
)
|
|
—
|
|
|
27,445
|
|
||||
Non-interest income
|
196,226
|
|
|
91,710
|
|
|
2,066
|
|
|
290,002
|
|
||||
Non-interest expense
|
469,152
|
|
|
84,114
|
|
|
4,832
|
|
|
558,098
|
|
||||
Income (loss) before income taxes
|
287,717
|
|
|
13,923
|
|
|
(15,405
|
)
|
|
286,235
|
|
||||
Income tax expense (benefit)
|
71,298
|
|
|
4,873
|
|
|
(7,471
|
)
|
|
68,700
|
|
||||
Net income (loss)
|
$
|
216,419
|
|
|
$
|
9,050
|
|
|
$
|
(7,934
|
)
|
|
$
|
217,535
|
|
Revenues from (expenses to) external customers
|
$
|
784,318
|
|
|
$
|
98,033
|
|
|
$
|
(10,573
|
)
|
|
$
|
871,778
|
|
Average assets (in millions)
(1)
|
$
|
18,530
|
|
|
$
|
26
|
|
|
$
|
13
|
|
|
$
|
18,569
|
|
(1)
|
Frost Wealth Advisors excludes off balance sheet managed and custody assets with a total fair value of
$28.4 billion
,
$26.2 billion
, and
$25.2 billion
at
December 31, 2013
,
2012
and
2011
.
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Assets:
|
|
|
|
||||
Cash
|
$
|
7,477
|
|
|
$
|
8,601
|
|
Resell agreements
|
320,200
|
|
|
222,460
|
|
||
Total cash and cash equivalents
|
327,677
|
|
|
231,061
|
|
||
Investment in subsidiaries
|
2,409,433
|
|
|
2,410,227
|
|
||
Other assets
|
19,038
|
|
|
6,260
|
|
||
Total assets
|
$
|
2,756,148
|
|
|
$
|
2,647,548
|
|
Liabilities:
|
|
|
|
||||
Junior subordinated deferrable interest debentures
|
$
|
123,712
|
|
|
$
|
123,712
|
|
Subordinated notes payable
|
100,000
|
|
|
100,000
|
|
||
Accrued interest payable and other liabilities
|
18,275
|
|
|
6,354
|
|
||
Total liabilities
|
241,987
|
|
|
230,066
|
|
||
Shareholders’ Equity
|
2,514,161
|
|
|
2,417,482
|
|
||
Total liabilities and shareholders’ equity
|
$
|
2,756,148
|
|
|
$
|
2,647,548
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Income:
|
|
|
|
|
|
||||||
Dividend income paid by Frost Bank
|
$
|
144,642
|
|
|
$
|
143,623
|
|
|
$
|
128,666
|
|
Dividend income paid by non-banks
|
2,819
|
|
|
3,077
|
|
|
2,069
|
|
|||
Interest and other income
|
79
|
|
|
308
|
|
|
101
|
|
|||
Total income
|
147,540
|
|
|
147,008
|
|
|
130,836
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Interest expense
|
7,365
|
|
|
8,512
|
|
|
12,653
|
|
|||
Salaries and employee benefits
|
1,175
|
|
|
1,167
|
|
|
1,163
|
|
|||
Other
|
6,735
|
|
|
6,727
|
|
|
4,468
|
|
|||
Total expenses
|
15,275
|
|
|
16,406
|
|
|
18,284
|
|
|||
Income before income taxes and equity in undistributed earnings of subsidiaries
|
132,265
|
|
|
130,602
|
|
|
112,552
|
|
|||
Income tax benefit
|
7,845
|
|
|
7,463
|
|
|
8,295
|
|
|||
Equity in undistributed earnings of subsidiaries
|
97,756
|
|
|
99,887
|
|
|
96,688
|
|
|||
Net income
|
237,866
|
|
|
237,952
|
|
|
217,535
|
|
|||
Preferred stock dividends
|
6,719
|
|
|
—
|
|
|
—
|
|
|||
Net income available to common shareholders
|
$
|
231,147
|
|
|
$
|
237,952
|
|
|
$
|
217,535
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
237,866
|
|
|
$
|
237,952
|
|
|
$
|
217,535
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Equity in undistributed earnings of subsidiaries
|
(97,756
|
)
|
|
(99,887
|
)
|
|
(96,688
|
)
|
|||
Stock-based compensation
|
330
|
|
|
330
|
|
|
330
|
|
|||
Excess tax benefits from stock-based compensation
|
(155
|
)
|
|
(133
|
)
|
|
(213
|
)
|
|||
Net change in other assets and other liabilities
|
2,372
|
|
|
(2,256
|
)
|
|
2,916
|
|
|||
Net cash from operating activities
|
142,657
|
|
|
136,006
|
|
|
123,880
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities:
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Financing Activities:
|
|
|
|
|
|
||||||
Proceeds from stock option exercises
|
68,653
|
|
|
10,516
|
|
|
7,438
|
|
|||
Proceeds from stock-based compensation activities of subsidiaries
|
11,633
|
|
|
12,506
|
|
|
15,633
|
|
|||
Excess tax benefits from stock-based compensation
|
155
|
|
|
133
|
|
|
213
|
|
|||
Proceeds from issuance of preferred stock
|
144,486
|
|
|
—
|
|
|
—
|
|
|||
Purchase of treasury stock
|
(144,630
|
)
|
|
(436
|
)
|
|
(2,029
|
)
|
|||
Cash dividends paid on preferred stock
|
(6,719
|
)
|
|
—
|
|
|
—
|
|
|||
Cash dividends paid on common stock
|
(119,619
|
)
|
|
(116,853
|
)
|
|
(112,210
|
)
|
|||
Net cash from financing activities
|
(46,041
|
)
|
|
(94,134
|
)
|
|
(90,955
|
)
|
|||
Net change in cash and cash equivalents
|
96,616
|
|
|
41,872
|
|
|
32,925
|
|
|||
Cash and cash equivalents at beginning of year
|
231,061
|
|
|
189,189
|
|
|
156,264
|
|
|||
Cash and cash equivalents at end of year
|
$
|
327,677
|
|
|
$
|
231,061
|
|
|
$
|
189,189
|
|
Other non-interest expense:
|
|
||
Professional services
|
$
|
1,270
|
|
Travel, meals and entertainment
|
130
|
|
|
Other
|
34
|
|
|
Total
|
$
|
1,434
|
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
|
|
2013
|
|
|
|
|
|
2012
|
|
|
||||||||||
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Yield/
Cost
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Yield/
Cost
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing deposits
|
$
|
2,849,467
|
|
|
$
|
7,284
|
|
|
0.26
|
%
|
|
$
|
1,589,110
|
|
|
$
|
4,300
|
|
|
0.27
|
%
|
Federal funds sold and resell agreements
|
17,259
|
|
|
82
|
|
|
0.48
|
|
|
25,364
|
|
|
104
|
|
|
0.41
|
|
||||
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Taxable
|
5,276,574
|
|
|
97,873
|
|
|
1.90
|
|
|
6,496,224
|
|
|
132,432
|
|
|
2.10
|
|
||||
Tax-exempt
|
3,618,347
|
|
|
206,442
|
|
|
5.75
|
|
|
2,448,191
|
|
|
150,807
|
|
|
6.68
|
|
||||
Total securities
|
8,894,921
|
|
|
304,315
|
|
|
3.48
|
|
|
8,944,415
|
|
|
283,239
|
|
|
3.31
|
|
||||
Loans, net of unearned discount
|
9,229,574
|
|
|
421,114
|
|
|
4.56
|
|
|
8,456,818
|
|
|
407,284
|
|
|
4.82
|
|
||||
Total earning assets and average rate earned
|
20,991,221
|
|
|
732,795
|
|
|
3.52
|
|
|
19,015,707
|
|
|
694,927
|
|
|
3.73
|
|
||||
Cash and due from banks
|
559,361
|
|
|
|
|
|
|
573,023
|
|
|
|
|
|
||||||||
Allowance for loan losses
|
(96,426
|
)
|
|
|
|
|
|
(108,073
|
)
|
|
|
|
|
||||||||
Premises and equipment, net
|
310,544
|
|
|
|
|
|
|
321,137
|
|
|
|
|
|
||||||||
Accrued interest receivable and other assets
|
987,337
|
|
|
|
|
|
|
1,025,091
|
|
|
|
|
|
||||||||
Total assets
|
$
|
22,752,037
|
|
|
|
|
|
|
$
|
20,826,885
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-interest-bearing demand deposits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and individual
|
$
|
6,967,933
|
|
|
|
|
|
|
$
|
6,300,944
|
|
|
|
|
|
||||||
Correspondent banks
|
323,706
|
|
|
|
|
|
|
332,136
|
|
|
|
|
|
||||||||
Public funds
|
366,135
|
|
|
|
|
|
|
388,847
|
|
|
|
|
|
||||||||
Total non-interest-bearing demand deposits
|
7,657,774
|
|
|
|
|
|
|
7,021,927
|
|
|
|
|
|
||||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Private accounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Savings and interest checking
|
3,608,273
|
|
|
1,321
|
|
|
0.04
|
|
|
3,018,116
|
|
|
1,618
|
|
|
0.05
|
|
||||
Money market deposit accounts
|
6,596,764
|
|
|
10,091
|
|
|
0.15
|
|
|
5,834,822
|
|
|
12,085
|
|
|
0.21
|
|
||||
Time accounts
|
970,984
|
|
|
2,468
|
|
|
0.25
|
|
|
1,025,022
|
|
|
3,783
|
|
|
0.37
|
|
||||
Public funds
|
434,299
|
|
|
579
|
|
|
0.13
|
|
|
392,213
|
|
|
613
|
|
|
0.16
|
|
||||
Total interest-bearing deposits
|
11,610,320
|
|
|
14,459
|
|
|
0.12
|
|
|
10,270,173
|
|
|
18,099
|
|
|
0.18
|
|
||||
Total deposits
|
19,268,094
|
|
|
|
|
|
|
17,292,100
|
|
|
|
|
|
||||||||
Federal funds purchased and repurchase agreements
|
538,656
|
|
|
121
|
|
|
0.02
|
|
|
603,934
|
|
|
140
|
|
|
0.02
|
|
||||
Junior subordinated deferrable interest debentures
|
123,712
|
|
|
6,426
|
|
|
5.19
|
|
|
123,712
|
|
|
6,806
|
|
|
5.50
|
|
||||
Subordinated notes payable and other notes
|
100,000
|
|
|
939
|
|
|
0.94
|
|
|
100,000
|
|
|
1,705
|
|
|
1.71
|
|
||||
Federal Home Loan Bank advances
|
1
|
|
|
—
|
|
|
6.00
|
|
|
16
|
|
|
1
|
|
|
6.00
|
|
||||
Total interest-bearing liabilities and average rate paid
|
12,372,689
|
|
|
21,945
|
|
|
0.18
|
|
|
11,097,835
|
|
|
26,751
|
|
|
0.24
|
|
||||
Accrued interest payable and other liabilities
|
266,533
|
|
|
|
|
|
|
334,378
|
|
|
|
|
|
||||||||
Total liabilities
|
20,296,996
|
|
|
|
|
|
|
18,454,140
|
|
|
|
|
|
||||||||
Shareholders’ equity
|
2,455,041
|
|
|
|
|
|
|
2,372,745
|
|
|
|
|
|
||||||||
Total liabilities and shareholders’ equity
|
$
|
22,752,037
|
|
|
|
|
|
|
$
|
20,826,885
|
|
|
|
|
|
||||||
Net interest income
|
|
|
$
|
710,850
|
|
|
|
|
|
|
$
|
668,176
|
|
|
|
||||||
Net interest spread
|
|
|
|
|
3.34
|
%
|
|
|
|
|
|
3.49
|
%
|
||||||||
Net interest income to total average earning assets
|
|
|
|
|
3.41
|
%
|
|
|
|
|
|
3.59
|
%
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||||||||||||||
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||||||||||||||||||||||||||||
Average
Balance
|
|
Interest
Income/
Expense
|
|
Yield/
Cost
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Yield/
Cost
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Yield/
Cost
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Yield/
Cost
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
$
|
2,499,047
|
|
|
$
|
6,357
|
|
|
0.25
|
%
|
|
$
|
1,973,675
|
|
|
$
|
4,901
|
|
|
0.25
|
%
|
|
$
|
829,178
|
|
|
$
|
2,161
|
|
|
0.26
|
%
|
|
$
|
85,380
|
|
|
$
|
429
|
|
|
0.50
|
%
|
14,509
|
|
|
61
|
|
|
0.42
|
|
|
20,646
|
|
|
74
|
|
|
0.36
|
|
|
59,236
|
|
|
207
|
|
|
0.35
|
|
|
141,724
|
|
|
3,498
|
|
|
2.47
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
4,026,797
|
|
|
127,072
|
|
|
3.27
|
|
|
3,286,489
|
|
|
121,402
|
|
|
3.84
|
|
|
2,813,801
|
|
|
125,084
|
|
|
4.58
|
|
|
2,771,797
|
|
|
143,360
|
|
|
5.17
|
|
||||||||
2,185,707
|
|
|
146,338
|
|
|
6.97
|
|
|
1,927,388
|
|
|
129,027
|
|
|
7.04
|
|
|
1,449,141
|
|
|
99,546
|
|
|
7.15
|
|
|
555,096
|
|
|
36,724
|
|
|
6.61
|
|
||||||||
6,212,504
|
|
|
273,410
|
|
|
4.57
|
|
|
5,213,877
|
|
|
250,429
|
|
|
5.02
|
|
|
4,262,942
|
|
|
224,630
|
|
|
5.45
|
|
|
3,326,893
|
|
|
180,084
|
|
|
5.41
|
|
||||||||
8,042,968
|
|
|
403,479
|
|
|
5.02
|
|
|
8,125,150
|
|
|
414,795
|
|
|
5.11
|
|
|
8,652,563
|
|
|
437,075
|
|
|
5.05
|
|
|
8,314,265
|
|
|
511,968
|
|
|
6.16
|
|
||||||||
16,769,028
|
|
|
683,307
|
|
|
4.13
|
|
|
15,333,348
|
|
|
670,199
|
|
|
4.44
|
|
|
13,803,919
|
|
|
664,073
|
|
|
4.86
|
|
|
11,868,262
|
|
|
695,979
|
|
|
5.86
|
|
||||||||
593,224
|
|
|
|
|
|
|
549,256
|
|
|
|
|
|
|
585,825
|
|
|
|
|
|
|
660,369
|
|
|
|
|
|
||||||||||||||||
(122,641
|
)
|
|
|
|
|
|
(126,742
|
)
|
|
|
|
|
|
(120,160
|
)
|
|
|
|
|
|
(96,755
|
)
|
|
|
|
|
||||||||||||||||
317,771
|
|
|
|
|
|
|
320,030
|
|
|
|
|
|
|
297,958
|
|
|
|
|
|
|
237,517
|
|
|
|
|
|
||||||||||||||||
1,011,585
|
|
|
|
|
|
|
1,110,680
|
|
|
|
|
|
|
1,134,418
|
|
|
|
|
|
|
1,015,138
|
|
|
|
|
|
||||||||||||||||
$
|
18,568,967
|
|
|
|
|
|
|
$
|
17,186,572
|
|
|
|
|
|
|
$
|
15,701,960
|
|
|
|
|
|
|
$
|
13,684,531
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
$
|
5,093,948
|
|
|
|
|
|
|
$
|
4,546,054
|
|
|
|
|
|
|
$
|
3,793,195
|
|
|
|
|
|
|
$
|
3,246,169
|
|
|
|
|
|
||||||||||||
324,954
|
|
|
|
|
|
|
310,599
|
|
|
|
|
|
|
360,238
|
|
|
|
|
|
|
311,034
|
|
|
|
|
|
||||||||||||||||
320,080
|
|
|
|
|
|
|
167,127
|
|
|
|
|
|
|
105,051
|
|
|
|
|
|
|
57,544
|
|
|
|
|
|
||||||||||||||||
5,738,982
|
|
|
|
|
|
|
5,023,780
|
|
|
|
|
|
|
4,258,484
|
|
|
|
|
|
|
3,614,747
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
2,541,677
|
|
|
2,115
|
|
|
0.08
|
|
|
2,277,982
|
|
|
3,066
|
|
|
0.13
|
|
|
2,024,867
|
|
|
3,015
|
|
|
0.15
|
|
|
1,694,688
|
|
|
3,299
|
|
|
0.19
|
|
||||||||
5,407,207
|
|
|
14,331
|
|
|
0.27
|
|
|
5,066,747
|
|
|
17,792
|
|
|
0.35
|
|
|
4,152,225
|
|
|
24,709
|
|
|
0.60
|
|
|
3,492,935
|
|
|
51,507
|
|
|
1.47
|
|
||||||||
1,127,731
|
|
|
5,015
|
|
|
0.44
|
|
|
1,251,088
|
|
|
8,184
|
|
|
0.65
|
|
|
1,609,678
|
|
|
26,759
|
|
|
1.66
|
|
|
1,359,989
|
|
|
43,706
|
|
|
3.21
|
|
||||||||
407,018
|
|
|
718
|
|
|
0.18
|
|
|
428,022
|
|
|
931
|
|
|
0.22
|
|
|
374,373
|
|
|
1,532
|
|
|
0.41
|
|
|
368,760
|
|
|
6,359
|
|
|
1.72
|
|
||||||||
9,483,633
|
|
|
22,179
|
|
|
0.23
|
|
|
9,023,839
|
|
|
29,973
|
|
|
0.33
|
|
|
8,161,143
|
|
|
56,015
|
|
|
0.69
|
|
|
6,916,372
|
|
|
104,871
|
|
|
1.52
|
|
||||||||
15,222,615
|
|
|
|
|
|
|
14,047,619
|
|
|
|
|
|
|
12,419,627
|
|
|
|
|
|
|
10,531,119
|
|
|
|
|
|
||||||||||||||||
596,159
|
|
|
312
|
|
|
0.05
|
|
|
472,492
|
|
|
437
|
|
|
0.09
|
|
|
610,945
|
|
|
1,052
|
|
|
0.17
|
|
|
1,008,019
|
|
|
12,954
|
|
|
1.29
|
|
||||||||
123,712
|
|
|
6,783
|
|
|
5.48
|
|
|
130,051
|
|
|
6,982
|
|
|
5.37
|
|
|
136,084
|
|
|
7,231
|
|
|
5.31
|
|
|
136,135
|
|
|
6,972
|
|
|
5.12
|
|
||||||||
187,123
|
|
|
11,965
|
|
|
6.39
|
|
|
250,000
|
|
|
16,318
|
|
|
6.53
|
|
|
250,000
|
|
|
16,318
|
|
|
6.53
|
|
|
250,000
|
|
|
16,318
|
|
|
6.53
|
|
||||||||
35
|
|
|
2
|
|
|
6.00
|
|
|
2,600
|
|
|
170
|
|
|
6.54
|
|
|
190,077
|
|
|
5,741
|
|
|
3.02
|
|
|
8,628
|
|
|
511
|
|
|
5.92
|
|
||||||||
10,390,662
|
|
|
41,241
|
|
|
0.40
|
|
|
9,878,982
|
|
|
53,880
|
|
|
0.55
|
|
|
9,348,249
|
|
|
86,357
|
|
|
0.92
|
|
|
8,319,154
|
|
|
141,626
|
|
|
1.70
|
|
||||||||
267,227
|
|
|
|
|
|
|
256,111
|
|
|
|
|
|
|
264,094
|
|
|
|
|
|
|
170,319
|
|
|
|
|
|
||||||||||||||||
16,396,871
|
|
|
|
|
|
|
15,158,873
|
|
|
|
|
|
|
13,870,827
|
|
|
|
|
|
|
12,104,220
|
|
|
|
|
|
||||||||||||||||
2,172,096
|
|
|
|
|
|
|
2,027,699
|
|
|
|
|
|
|
1,831,133
|
|
|
|
|
|
|
1,580,311
|
|
|
|
|
|
||||||||||||||||
$
|
18,568,967
|
|
|
|
|
|
|
$
|
17,186,572
|
|
|
|
|
|
|
$
|
15,701,960
|
|
|
|
|
|
|
$
|
13,684,531
|
|
|
|
|
|
||||||||||||
|
|
$
|
642,066
|
|
|
|
|
|
|
$
|
616,319
|
|
|
|
|
|
|
$
|
577,716
|
|
|
|
|
|
|
$
|
554,353
|
|
|
|
||||||||||||
|
|
|
|
3.73
|
%
|
|
|
|
|
|
3.89
|
%
|
|
|
|
|
|
3.94
|
%
|
|
|
|
|
|
4.16
|
%
|
||||||||||||||||
|
|
|
|
3.88
|
%
|
|
|
|
|
|
4.08
|
%
|
|
|
|
|
|
4.23
|
%
|
|
|
|
|
|
4.67
|
%
|
(a)
|
The following documents are filed as part of this Annual Report on Form 10-K:
|
1.
|
Consolidated Financial Statements.
Reference is made to Part II, Item 8, of this Annual Report on Form 10-K.
|
2.
|
Consolidated Financial Statement Schedules.
These schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.
|
3.
|
Exhibits.
The exhibits to this Annual Report on Form 10-K listed below have been included only with the copy of this report filed with the Securities and Exchange Commission. Copies of individual exhibits will be furnished to shareholders upon written request to Cullen/Frost and payment of a reasonable fee.
|
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Filed
Herewith
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
Restated Articles of Incorporation of Cullen/Frost Bankers, Inc.
|
|
|
|
10-Q
|
|
001-13221
|
|
3.1
|
|
|
7/26/2006
|
3.2
|
|
Amended and Restated Bylaws of Cullen/Frost Bankers, Inc.
|
|
|
|
10-K
|
|
001-13221
|
|
3.2
|
|
|
2/1/2008
|
3.3
|
|
Certificate of Designations of 5.375% Non-Cumulative Perpetual Preferred Stock, Series A
|
|
|
|
8-A
|
|
001-13221
|
|
3.3
|
|
|
2/15/2013
|
4.1*
|
|
Instruments Defining the Rights of Holders of Long-Term Debt
|
|
|
|
|
|
|
|
|
|
|
|
10.1+
|
|
Restoration of Retirement Income Plan for Participants in the Retirement Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates (as amended and restated)
|
|
|
|
10-K
|
|
001-13221
|
|
10.1
|
|
|
3/31/1999
|
10.2+
|
|
1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates
|
|
|
|
S-8
|
|
33-39478
|
|
4.4
|
|
|
3/18/1991
|
10.3+
|
|
Cullen/Frost Bankers, Inc. Supplemental Executive Retirement Plan
|
|
|
|
10-K
|
|
001-13221
|
|
10.13
|
|
|
3/30/1995
|
10.4+
|
|
Change-In-Control Agreements with 5 Executive Officers
|
|
|
|
10-K
|
|
001-13221
|
|
10.8
|
|
|
2/3/2009
|
10.5+
|
|
Change-In-Control Agreements with 5 Executive Officers
|
|
|
|
10-K
|
|
001-13221
|
|
10.9
|
|
|
2/3/2009
|
10.6+
|
|
Retirement Agreement with a former Executive Officer
|
|
|
|
10-K
|
|
001-13221
|
|
10.10
|
|
|
3/28/2003
|
10.7+
|
|
Deferred Compensation Plan for Covered Employees
|
|
|
|
10-K
|
|
001-13221
|
|
10.11
|
|
|
3/28/2003
|
10.8+
|
|
Cullen/Frost Restoration Profit Sharing Plan
|
|
|
|
10-K
|
|
001-13221
|
|
10.12
|
|
|
2/4/2005
|
10.9+
|
|
2005 Omnibus Incentive Plan
|
|
|
DEF 14A
|
001-13221
|
|
Annex A
|
|
|
3/20/2013
|
||
10.10+
|
|
2007 Outside Director Incentive Plan
|
|
|
|
S-8
|
|
333-143397
|
|
4.4
|
|
|
5/31/2007
|
10.11+
|
|
Description of the Bonus Plan for the Chief Executive Officer
|
|
|
|
10-Q
|
|
001-13221
|
|
10.1
|
|
|
7/28/2010
|
10.12+
|
|
Description of the Executive Management Bonus Plan
|
|
|
|
10-Q
|
|
001-13221
|
|
10.2
|
|
|
7/28/2010
|
21.1
|
|
Subsidiaries of Cullen/Frost Bankers, Inc.
|
|
X
|
|
|
|
|
|
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
|
X
|
|
|
|
|
|
|
|
|
|
24.1
|
|
Power of Attorney
|
|
X
|
|
|
|
|
|
|
|
|
|
31.1
|
|
Rule 13a-14(a) Certification of the Chief Executive Officer
|
|
X
|
|
|
|
|
|
|
|
|
|
31.2
|
|
Rule 13a-14(a) Certification of the Chief Financial Officer
|
|
X
|
|
|
|
|
|
|
|
|
|
32.1++
|
|
Section 1350 Certification of the Chief Executive Officer
|
|
X
|
|
|
|
|
|
|
|
|
|
32.2++
|
|
Section 1350 Certification of the Chief Financial Officer
|
|
X
|
|
|
|
|
|
|
|
|
|
101
|
|
Interactive Data File
|
|
X
|
|
|
|
|
|
|
|
|
|
*
|
The Corporation agrees to furnish to the SEC, upon request, copies of any such instruments.
|
+
|
Management contract or compensatory plan or arrangement.
|
++
|
This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
|
(b)
|
Exhibits - See exhibit index included in Item 15(a)3 of this Annual Report on Form 10-K.
|
(c)
|
Financial Statement Schedules - See Item 15(a)2 of this Annual Report on Form 10-K.
|
Date:
|
February 6, 2014
|
CULLEN/FROST BANKERS, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
By:
|
/s/ PHILLIP D. GREEN
|
|
|
|
Phillip D. Green
Group Executive Vice President and
Chief Financial Officer
|
Signature
|
Title
|
Date
|
|
|
|
/s/ RICHARD W. EVANS, JR.*
|
Chairman of the Board, Director and Chief Executive Officer (Principal Executive Officer)
|
February 6, 2014
|
Richard W. Evans, Jr.
|
|
|
|
|
|
/s/ PHILLIP D. GREEN
|
Group Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
February 6, 2014
|
Phillip D. Green
|
|
|
|
|
|
/s/ R. DENNY ALEXANDER*
|
Director
|
February 6, 2014
|
R. Denny Alexander
|
|
|
|
|
|
/s/ CARLOS ALVAREZ*
|
Director
|
February 6, 2014
|
Carlos Alvarez
|
|
|
|
|
|
/s/ ROYCE S. CALDWELL*
|
Director
|
February 6, 2014
|
Royce S. Caldwell
|
|
|
|
|
|
/s/ CRAWFORD H. EDWARDS*
|
Director
|
February 6, 2014
|
Crawford H. Edwards
|
|
|
|
|
|
/s/ RUBEN M. ESCOBEDO*
|
Director
|
February 6, 2014
|
Ruben M. Escobedo
|
|
|
|
|
|
/s/ PATRICK B. FROST*
|
Director and President of Frost Bank
|
February 6, 2014
|
Patrick B. Frost
|
|
|
|
|
|
/s/ DAVID J. HAEMISEGGER*
|
Director
|
February 6, 2014
|
David J. Haemisegger
|
|
|
|
|
|
/s/ KAREN E. JENNINGS*
|
Director
|
February 6, 2014
|
Karen E. Jennings
|
|
|
|
|
|
/s/ RICHARD M. KLEBERG, III*
|
Director
|
February 6, 2014
|
Richard M. Kleberg, III
|
|
|
|
|
|
/s/ CHARLES W. MATTHEWS*
|
Director
|
February 6, 2014
|
Charles W. Matthews
|
|
|
|
|
|
/s/ IDA CLEMENT STEEN*
|
Director
|
February 6, 2014
|
Ida Clement Steen
|
|
|
|
|
|
/s/ HORACE WILKINS, JR.*
|
Director
|
February 6, 2014
|
Horace Wilkins, Jr.
|
|
|
*By: /s/ PHILLIP D. GREEN
|
Group Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
February 6, 2014
|
Phillip D. Green
As attorney-in-fact for the persons indicated
|
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|---|---|---|
Xiaozhi Liu Xiaozhi Liu , age 69, has been a director of Autoliv since November 2011 and is a member of the Leadership Development and Compensation Committee. Dr. Liu has been a member of the board of directors of Johnson Matthey PLC since April 2019. She previously served on the board of directors of Anheuser-Busch InBev SA/NV from April 2019 through April 2023. She also previously served as an independent director of Fuyao Glass Industry Group, a public company listed in Shanghai and Hong Kong, from October 2013 until October 2020. Dr. Liu began her career in the automotive industry in General Motor’s (“GM“) Delphi operations and has since worked in various executive positions in Germany, China, and the U.S., where she rose to the position of Director of Electronics, Controls & Software for GM in Detroit, Chief Engineer and Chief Technology Officer of GM in China and Chairman and Chief Executive Officer of GM Taiwan. Between 2005 and 2006, she was the Chief Executive Officer and Vice Chairman of Fuyao Glass Industry Group Co. Ltd. In 2007, she became the President and Chief Executive Officer of NeoTek China, a supplier of automotive chassis and transmission parts, and served as Chairman of the company’s board of directors from 2008 through 2011. In 2009, she founded, and is the Chief Executive Officer of, her own company, ASL Automobile Science & Technology (Shanghai) Co., Ltd., which introduces and implements globally advanced technologies to Chinese companies. She has a Ph.D. and master’s degree in Chemical Engineering and Electrical Engineering, respectively, from Friedrich-Alexander University in Erlangen- Nuremburg, Germany and a bachelor’s degree in Electrical Engineering from the Jiaotong University in Xian, China. The Board believes that Dr. Liu brings a unique and valuable set of skills to the Board, based on a combination of her global experience in engineering and technology in Asia, North America, and Europe with her extensive management experience in the automotive industry. Dr. Liu’s knowledge and experience supports her re-election to the Board. | |||
As permitted by Item 402(u), we made cost-of-living (COL) adjustments to the compensation of all our employees in jurisdictions other than the jurisdiction in which our CEO resides to identify the median employee and used the same COL adjustment to determine the median employee’s annual total compensation. Because of the geographical distribution of our employee population, we believe that COL adjustments provide a more meaningful comparison of our CEO’s compensation to the actual value of the median employee’s compensation. | |||
Mikael Bratt Mikael Bratt , age 58, has been a director of Autoliv since September 2018 and has served as Autoliv’s President and Chief Executive Officer since June 29, 2018. Mr. Bratt previously served as President, Passive Safety from May 2016 until his promotion. Mr. Bratt is a member of the Board of Directors of Gränges AB, a public Swedish company. Mr. Bratt previously served on the board of directors of Höganäs AB, a private Swedish metal powders company, from September 2020 through April 2023. Prior to joining Autoliv, Mr. Bratt spent approximately 30 years with The Volvo Group, a Swedish multinational automotive manufacturing company, including most recently as EVP Group Trucks Operations, part of the group executive management team since 2008. Prior to this, he served as Chief Financial Officer of the Volvo Group. Mr. Bratt studied business administration at the University of Gothenburg, Sweden. The Board believes Mr. Bratt’s years of experience with Autoliv and the automotive industry, including his current role as President and Chief Executive Officer, and his extensive knowledge of the Company, its operations, business, and industry support his re-election to the Board. | |||
Martin Lundstedt Martin Lundstedt , age 57, has been a director of Autoliv since May 2021 and is a member of the Leadership Development and Compensation Committee. He has served as President of AB Volvo, Chief Executive Officer of the Volvo Group, and a member of the Group Executive Board since October 2015. Before joining Volvo, Mr. Lundstedt held various positions at Scania since 1992, and served as its President and Chief Executive Officer from 2012 to 2015. Mr. Lundstedt is the Chairman of the Board of Permobil Holding AB, a private Swedish company focused on developing advanced medical technology. He also serves as a Board member of Industrikraft I Sverige AB, a private Swedish public policy organization, since 2024. Until 2021, he was a member of the Board of Directors of Concentric AB, a public Swedish company that is a leading global pump manufacturer. In addition to his service on public and private company boards, he is a Member of the Commercial Vehicle Board of the European Automobile Manufacturers’ Association (ACEA), a Member of the Board of Directors of the Confederation of Swedish Enterprise, a Member of the Board of Directors of the International Chamber of Commerce (ICC) Sweden, a Member of the Royal Swedish Academy of Engineering Sciences (IVA), and a Member of the European Round Table of Industry (ERT). He was also Co-Chairman of the UN Secretary- General’s High-Level Advisory Group on Sustainable Transport from 2015-2016. Mr. Lundstedt holds a Master of Science degree from Chalmers University of Technology in Gothenburg, Sweden. The Board believes that Mr. Lundstedt’s deep experience in the automotive industry as well as his experience with companies and institutions around the globe support his re-election to the Board . | |||
Leif Johansson Leif Johansson , age 73, has been a director of Autoliv since February 2016, and is a member of the Leadership Development and Compensation Committee and Chair of the Nominating and Corporate Governance Committee. From 1997 to 2011, Mr. Johansson served as President and Chief Executive Officer of The Volvo Group. Before joining Volvo, Mr. Johansson held various positions at AB Electrolux, and served as its President and Chief Executive Officer from 1994 to 1997. Mr. Johansson previously served as the Chairman of the Board of Astra Zeneca PLC between June 2012 and June 2023, as Chairman of the Board of Telefonaktiebolaget LM Ericsson between 2011 and March 2018, and on the Board of SCA AB, a Swedish public company, from 2010-2016. In addition to his service on public company boards, Mr. Johansson is currently Chairman of AB Aphrae, his family company, Chairman of Ecolean AB (a private Swedish company), a board member of the Knut and Alice Wallenberg Foundation, a board member of Skansen Technologies (a private Swedish Company), and a member of the Royal Swedish Academy of Engineering Science. Mr. Johansson holds a Master of Science in Engineering from Chalmers University of Technology in Gothenburg, Sweden. The Board believes that Mr. Johansson’s extensive executive and directorial experience on several international companies in the automotive, manufacturing and technology industries, combined with the knowledge gained through his service on various industry, economic and advocacy organizations, support his re-election to the Board . | |||
Laurie Brlas Laurie Brlas , 67, joined the Company’s Board on August 1, 2020 and is a member of the Audit and Risk Committee and the Nominating and Corporate Governance Committee. In December 2016, Ms. Brlas retired from Newmont Mining Corporation (“Newmont”), a mining industry leader in value creation and sustainability. Ms. Brlas joined Newmont in 2013 and served as Executive Vice President and Chief Financial Officer until October 2016. From 2006 through 2013, Ms. Brlas held various positions of increasing responsibility with Cliffs Natural Resources, most recently she served as Chief Financial Officer and then as Executive Vice President and President, Global Operations. Prior to that, Ms. Brlas served as Senior Vice President and Chief Financial Officer of STERIS Corporation from 2000 through 2006 and from 1995 through 2000, Ms. Brlas held various positions of increasing responsibility with Office Max, Inc. Most recently Ms. Brlas served as Senior Vice President and Corporate Controller. Ms. Brlas currently serves on the Board of Directors of Albemarle Corporation, a specialty chemical company, and Graphic Packaging Holding Company, a global packaging solutions company. In the prior five years, Ms. Brlas previously served on the Board of Directors of Constellation Energy Corporation, a power generation and customer-facing retail energy business, from January 2022 until January 2025, Perrigo Company PLC, a global healthcare company, from 2003 until May 2019; Calpine Corp., an energy company, from 2016 until 2018; and Exelon Corporation, a Fortune 100 power company, from 2018 until January 2022 when she joined the board of directors of its spinoff, Constellation Energy Corporation. The Board believes Ms. Brlas’ financial expertise and extensive experience with public company management support her re-election to the Board . | |||
Jan Carlson Jan Carlson , age 64, has been a director of Autoliv since May 2007 following his appointment as President and Chief Executive Officer of Autoliv on April 1, 2007 after serving in various executive positions with the company beginning in 1999. He has been Chairman of the Board since May 2014. Mr. Carlson served as President and Chief Executive Officer until resigning upon the completion of the spin-off of Veoneer, Inc. from the Company on June 29, 2018, at which time he became President and Chief Executive Officer of Veoneer, Inc. Since the completion of the spin-off until its sale in April 2022, Mr. Carlson served as Chairman of the Board of Directors of Veoneer, Inc. Mr. Carlson has served as a member of the Board of Telefonaktiebolaget LM Ericsson since February 2017 and its Chairman since April 2023. Mr. Carlson is also a member of the Board of AB Volvo since April 2022. Mr. Carlson served on the board of directors of BorgWarner Inc., a product leader in highly engineered components and systems for vehicle powertrain applications worldwide, from July 2010 until May 2020. In addition, Mr. Carlson served on the board of Trelleborg AB from 2013 through 2017. Prior to joining Autoliv, Mr. Carlson was President of Saab Combitech, a division within the Saab aircraft group specializing in commercializing military technologies. Mr. Carlson has a Master of Science degree in Physics and Electrical Engineering from Linköping University and is an Honorary Doctor at the Technical faculty of Linköping University. The Board believes that Mr. Carlson through his many years of experience with Autoliv, including his former role as President and Chief Executive Officer, and the automotive industry in general brings extensive knowledge of the Company, its operations, business, and industry to the Board, which support his re-election to the Board . | |||
Gustav Lundgren Gustav Lundgren , age 43, has been a director of Autoliv since August 2022 and is a member of the Audit and Risk Committee. Mr. Lundgren is a partner of Cevian Capital which he joined in 2006. He holds a Master of Science in Economics and Business Administration from the Stockholm School of Economics. Because of Mr. Lundgren’s relationship with Cevian, Cevian may be deemed to be an affiliate of the Company. The Board believes that Mr. Lundgren’s financial expertise and exposure to a wide variety of large, global industrial companies through his investment research and management experience support his election to the Board. | |||
Franz-Josef Kortüm Franz-Josef Kortüm , age 74, has been a director of Autoliv since March 2014, the Lead Independent Director between May 2021 and May 2022, and is a member of the Nominating and Corporate Governance Committee. Prior to joining Autoliv, Mr. Kortüm was Chief Executive Officer of Webasto SE, a producer of automobile roof systems and climate control systems for automobiles, boats, and other vehicles, from 1998 to 2012, after joining the company in 1994. Mr. Kortüm was Chief Executive Officer of Audi AG from 1993 to 1994 and, prior to joining Audi, had a 16-year career with what is today Mercedes-Benz Group AG in a variety of positions. In addition to his extensive management experience, Mr. Kortüm is a Member of the Advisory Board of Brose Fahrzeugteile GmbH & Co. KG since April 2005, and he has formerly served as Vice Chairman of the Supervisory Board of Webasto SE since 2013 and as its Chairman since 2018 until August 2020, as a Member of the Supervisory Board of Wacker Chemie AG, a German public company, since 2003 until December 2024, and as a Member of the Supervisory Board of Schaeffler AG from 2010 to March 2014. From 2004 to 2012, Mr. Kortüm was a Member of the Managing Board of the VDA (German Association of the Automotive Industry). Mr. Kortüm has an MBA-equivalent degree in Business Administration from the University of Regensburg in Germany. The Board believes that Mr. Kortüm brings a breadth of knowledge and skills related to the automotive industry to the Board. In addition, his corporate governance experience gained through his service on other boards support his re-election to the Board. | |||
Frédéric Lissalde Frédéric Lissalde , age 57, has been a director of Autoliv since December 2020 and is the Chair of the Leadership Development and Compensation Committee and is a member of the Nominating and Corporate Governance Committee. Mr. Lissalde served as President, Chief Executive Officer, and a member of the board of directors of BorgWarner Inc. from August 2018 through February 2025. He previously served as Executive Vice President and Chief Operating Officer and, before that, President and General Manager of BorgWarner Turbo Systems. Prior to joining BorgWarner, Mr. Lissalde held positions at Valeo and ZF in several functional areas in the United Kingdom, Japan, and France. Mr. Lissalde has served as a member of the Board of Soitec, a semiconductor materials business, since July 2024 and its Chairman since March 2025. Mr. Lissalde holds a Master’s of Engineering degree from ENSAM - Ecole Nationale Supérieure des Arts et Métiers - Paris, and an MBA from HEC Paris. He is also a graduate of executive courses at INSEAD, Harvard, and MIT. The Board believes that Mr. Lissalde’s deep experience in the automotive industry as well as his experience with companies and institutions around the globe support his re-election to the Board. | |||
Adriana Karaboutis Adriana Karaboutis , age 62, has been a director of Autoliv since September 2024. She served as Group Chief Information & Digital Officer at National Grid from 2017 through 2023 and is an Independent Director at Perrigo Co. PLC, Aon PLC, and Savills PLC. Ms. Karaboutis previously served as an Independent Director of Advance Auto Parts, Inc., AspenTech, and Blue Cross & Blue Shield of Massachusetts, Inc. in addition to serving as a Board member of Cylance, a private cybersecurity software firm sold to Blackberry in 2019. Prior to 2017, she served as Executive VP-Technology, Business Solutions, and Corporate Affairs of Biogen, Inc., as Global Chief Information Officer & Vice President of Dell, Inc., Director-Global Manufacturing of Ford Motor Co., and as Executive Director-Global Manufacturing Technology of General Motors Co. Ms. Karaboutis received her B.S. in Computer Science from Wayne State University. The Board believes that Ms. Karaboutis’s extensive executive and directorial experience on several international companies in the automotive, manufacturing, and insurance industries, combined with the knowledge gained through her service on various industry, economic and advocacy organizations, support her election to the Board. |
Change in | ||||||||
Pension Value | ||||||||
and Nonqualified | ||||||||
Non-Equity | Deferred | |||||||
Stock | Incentive Plan | Compensation | All Other | |||||
Name and Principal | Salary | Bonus | Awards | Compensation | Earnings | Compensation | TOTAL | |
Position | Year | $ | $ | $ | $ | $ | $ | ($) |
Mikael
Bratt
President and CEO |
2024 | 1,217,983 | — | 907,275 | 1,036,194 | — | 562,547 | 3,723,999 |
2023 | 1,183,988 | — | 878,778 | 1,073,279 | — | 539,465 | 3,675,510 | |
2022 | 1,078,210 | — | 570,351 | 589,540 | — | 502,471 | 2,740,571 | |
Fredrik
Westin
Executive Vice President and Chief Financial Officer |
2024 | 563,185 | — | 294,838 | 428,020 | — | 227,315 | 1,513,358 |
2023 | 544,140 | — | 278,351 | 446,195 | — | 213,758 | 1,482,444 | |
2022 | 525,739 | — | 203,744 | 222,387 | — | 209,625 | 1,161,495 | |
Magnus
Jarlegren
President, Europe |
2024 | 720,142 | — | 228,187 | 550,908 | — | 229,528 | 1,728,766 |
Kevin
Fox
President, Americas |
2024 | 604,478 | — | 302,215 | 459,403 | — | 109,855 | 1,475,951 |
2023 | 530,244 | — | 204,583 | 434,800 | 75,800 | 102,019 | 1,347,446 | |
2022 | 509,850 | — | 151,061 | 215,667 | — | 95,089 | 971,667 | |
Anthony
Nellis
General Counsel and EVP Legal |
2024 | 635,472 | — | 282,716 | 434,663 | — | 98,829 | 1,451,679 |
2023 | 583,002 | — | 214,557 | 334,643 | 82,900 | 88,966 | 1,304,068 | |
2022 | 560,579 | — | 151,061 | 184,430 | — | 91,986 | 988,056 |
Customers
Customer name | Ticker |
---|---|
Terex Corporation | TEX |
No Suppliers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
Carlson Jan | - | 77,493 | 0 |
JOHANSSON LEIF | - | 11,980 | 0 |
Senko Thaddeus | - | 11,364 | 0 |
Nellis Anthony J | - | 7,492 | 0 |
Lombarte Jordi | - | 5,934 | 0 |
Naughton Colin | - | 5,709 | 0 |
Naughton Colin | - | 4,809 | 0 |
Westin Fredrik | - | 4,142 | 0 |
Dumont Fabien | - | 3,135 | 0 |
Fox Kevin | - | 2,657 | 0 |
Hagstrom Mikael | - | 727 | 0 |
ALBUSCHUS PETRA | - | 319 | 0 |