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CULLEN/FROST BANKERS, INC. - Quarter Report: 2018 September (Form 10-Q)

Table of Contents

United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended: September 30, 2018
Or
¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from                    to
Commission file number: 001-13221
Cullen/Frost Bankers, Inc.
(Exact name of registrant as specified in its charter)
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)
(210) 220-4011
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
ý
Accelerated filer
¨
Non-accelerated filer
¨ (Do not check if a smaller reporting company)
Smaller reporting company
¨
 
 
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  ý
As of October 18, 2018 there were 63,944,066 shares of the registrant’s Common Stock, $.01 par value, outstanding.


Table of Contents

Cullen/Frost Bankers, Inc.
Quarterly Report on Form 10-Q
September 30, 2018
Table of Contents
 
Page
Item 1.
 
 
 
 
 
 
 
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3.
Item 4.
 
 
 
 
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
 
 
 

2

Table of Contents

Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Cullen/Frost Bankers, Inc.
Consolidated Balance Sheets
(Dollars in thousands, except per share amounts)
 
September 30,
2018
 
December 31,
2017
Assets:
 
 
 
Cash and due from banks
$
505,333

 
$
545,542

Interest-bearing deposits
2,430,289

 
4,347,538

Federal funds sold and resell agreements
483,867

 
159,967

Total cash and cash equivalents
3,419,489

 
5,053,047

Securities held to maturity, at amortized cost
1,111,762

 
1,432,098

Securities available for sale, at estimated fair value
11,178,591

 
10,489,009

Trading account securities
22,238

 
21,098

Loans, net of unearned discounts
13,814,838

 
13,145,665

Less: Allowance for loan losses
(137,578
)
 
(155,364
)
Net loans
13,677,260

 
12,990,301

Premises and equipment, net
541,236

 
520,958

Goodwill
654,952

 
654,952

Other intangible assets, net
3,980

 
5,073

Cash surrender value of life insurance policies
182,603

 
180,477

Accrued interest receivable and other assets
431,291

 
400,867

Total assets
$
31,223,402

 
$
31,747,880

 
 
 
 
Liabilities:
 
 
 
Deposits:
 
 
 
Non-interest-bearing demand deposits
$
10,840,513

 
$
11,197,093

Interest-bearing deposits
15,508,341

 
15,675,296

Total deposits
26,348,854

 
26,872,389

Federal funds purchased and repurchase agreements
1,083,777

 
1,147,824

Junior subordinated deferrable interest debentures, net of unamortized issuance costs
136,227

 
136,184

Subordinated notes, net of unamortized issuance costs
98,669

 
98,552

Accrued interest payable and other liabilities
247,629

 
195,068

Total liabilities
27,915,156

 
28,450,017

 
 
 
 
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 at September 30, 2018 and December 31, 2017
144,486

 
144,486

Common stock, par value $0.01 per share; 210,000,000 shares authorized; 64,236,306 shares issued at September 30, 2018 and December 31, 2017
642

 
642

Additional paid-in capital
962,917

 
953,361

Retained earnings
2,369,259

 
2,187,069

Accumulated other comprehensive income (loss), net of tax
(141,235
)
 
79,512

Treasury stock, at cost; 313,490 shares at September 30, 2018 and 760,720 shares at December 31, 2017
(27,823
)
 
(67,207
)
Total shareholders’ equity
3,308,246

 
3,297,863

Total liabilities and shareholders’ equity
$
31,223,402

 
$
31,747,880

See Notes to Consolidated Financial Statements.


3

Table of Contents

Cullen/Frost Bankers, Inc.
Consolidated Statements of Income
(Dollars in thousands, except per share amounts)
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2018
 
2017
 
2018
 
2017
Interest income:
 
 
 
 
 
 
 
Loans, including fees
$
172,333

 
$
138,400

 
$
487,668

 
$
392,073

Securities:
 
 
 
 
 
 
 
Taxable
21,339

 
23,203

 
63,085

 
72,032

Tax-exempt
59,200

 
54,939

 
173,209

 
167,321

Interest-bearing deposits
14,445

 
10,800

 
42,456

 
26,712

Federal funds sold and resell agreements
1,399

 
244

 
3,575

 
514

Total interest income
268,716

 
227,586

 
769,993

 
658,652

Interest expense:
 
 
 
 
 
 
 
Deposits
22,201

 
5,668

 
50,414

 
9,709

Federal funds purchased and repurchase agreements
2,292

 
523

 
3,557

 
849

Junior subordinated deferrable interest debentures
1,394

 
1,020

 
3,847

 
2,890

Other long-term borrowings
1,164

 
1,164

 
3,492

 
2,696

Total interest expense
27,051

 
8,375

 
61,310

 
16,144

Net interest income
241,665

 
219,211

 
708,683

 
642,508

Provision for loan losses
2,650

 
10,980

 
17,846

 
27,358

Net interest income after provision for loan losses
239,015

 
208,231

 
690,837

 
615,150

Non-interest income:
 
 
 
 
 
 
 
Trust and investment management fees
30,801

 
27,493

 
89,509

 
81,690

Service charges on deposit accounts
21,569

 
20,967

 
63,554

 
62,934

Insurance commissions and fees
11,037

 
10,892

 
37,573

 
34,441

Interchange and debit card transaction fees
3,499

 
5,884

 
10,103

 
17,150

Other charges, commissions and fees
9,580

 
10,493

 
27,860

 
29,983

Net gain (loss) on securities transactions
(34
)
 
(4,867
)
 
(113
)
 
(4,917
)
Other
11,205

 
10,753

 
35,682

 
25,114

Total non-interest income
87,657

 
81,615

 
264,168

 
246,395

Non-interest expense:
 
 
 
 
 
 
 
Salaries and wages
87,547

 
84,388

 
259,434

 
247,895

Employee benefits
18,355

 
17,730

 
58,257

 
57,553

Net occupancy
19,894

 
19,391

 
59,089

 
57,781

Technology, furniture and equipment
21,004

 
18,743

 
61,142

 
54,983

Deposit insurance
4,694

 
4,862

 
14,178

 
15,347

Intangible amortization
336

 
405

 
1,093

 
1,301

Other
41,838

 
41,304

 
125,994

 
127,929

Total non-interest expense
193,668

 
186,823

 
579,187

 
562,789

Income before income taxes
133,004

 
103,023

 
375,818

 
298,756

Income taxes
15,160

 
9,892

 
40,153

 
35,131

Net income
117,844

 
93,131

 
335,665

 
263,625

Preferred stock dividends
2,016

 
2,016

 
6,047

 
6,047

Net income available to common shareholders
$
115,828

 
$
91,115

 
$
329,618

 
$
257,578

 
 
 
 
 
 
 
 
Earnings per common share:
 
 
 
 
 
 
 
Basic
$
1.80

 
$
1.43

 
$
5.13

 
$
4.02

Diluted
1.78

 
1.41

 
5.08

 
3.98

See Notes to Consolidated Financial Statements.

4

Table of Contents

Cullen/Frost Bankers, Inc.
Consolidated Statements of Comprehensive Income (Loss)
(Dollars in thousands)
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2018
 
2017
 
2018
 
2017
Net income
$
117,844

 
$
93,131

 
$
335,665

 
$
263,625

Other comprehensive income (loss), before tax:
 
 
 
 
 
 
 
Securities available for sale and transferred securities:
 
 
 
 
 
 
 
Change in net unrealized gain/loss during the period
(96,147
)
 
7,082

 
(286,935
)
 
131,283

Change in net unrealized gain on securities transferred to held to maturity
(3,764
)
 
(3,514
)
 
(8,424
)
 
(13,660
)
Reclassification adjustment for net (gains) losses included in net income
34

 
4,867

 
113

 
4,917

Total securities available for sale and transferred securities
(99,877
)
 
8,435

 
(295,246
)
 
122,540

Defined-benefit post-retirement benefit plans:
 
 
 
 
 
 
 
Change in the net actuarial gain/loss

 

 

 

Reclassification adjustment for net amortization of actuarial gain/loss included in net income as a component of net periodic cost (benefit)
1,250

 
1,357

 
3,751

 
4,072

Total defined-benefit post-retirement benefit plans
1,250

 
1,357

 
3,751

 
4,072

Other comprehensive income (loss), before tax
(98,627
)
 
9,792

 
(291,495
)
 
126,612

Deferred tax expense (benefit)
(20,711
)
 
3,427

 
(61,213
)
 
44,314

Other comprehensive income (loss), net of tax
(77,916
)
 
6,365

 
(230,282
)
 
82,298

Comprehensive income (loss)
$
39,928

 
$
99,496

 
$
105,383

 
$
345,923

See Notes to Consolidated Financial Statements.

5

Table of Contents

Cullen/Frost Bankers, Inc.
Consolidated Statements of Changes in Shareholders’ Equity
(Dollars in thousands, except per share amounts)
 
Preferred
Stock
 
Common
Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss),
Net of Tax
 
Treasury
Stock
 
Total
Three months ended:
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of period
$
144,486

 
$
642

 
$
960,121

 
$
2,297,099

 
$
(63,319
)
 
$
(29,517
)
 
$
3,309,512

Net income

 

 

 
117,844

 

 

 
117,844

Other comprehensive loss, net of tax

 

 

 

 
(77,916
)
 

 
(77,916
)
Stock option exercises/stock unit conversions (19,232 shares)

 

 

 
(575
)
 

 
1,694

 
1,119

Stock-based compensation expense recognized in earnings

 

 
2,796

 

 

 

 
2,796

Cash dividends – preferred stock (approximately $0.34 per share)

 

 

 
(2,016
)
 

 

 
(2,016
)
Cash dividends - common stock ($0.67 per share)

 

 

 
(43,093
)
 

 

 
(43,093
)
Balance at end of period
$
144,486

 
$
642

 
$
962,917

 
$
2,369,259

 
$
(141,235
)
 
$
(27,823
)
 
$
3,308,246

 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of period
$
144,486

 
$
642

 
$
948,593

 
$
2,078,898

 
$
51,310

 
$

 
$
3,223,929

Net income

 

 

 
93,131

 

 

 
93,131

Other comprehensive income, net of tax

 

 

 

 
6,365

 

 
6,365

Stock option exercises/stock unit conversions (22,724 shares)

 

 
578

 
(393
)
 

 
1,088

 
1,273

Stock-based compensation expense recognized in earnings

 

 
2,722

 

 

 

 
2,722

Purchase of treasury stock (1,134,966 shares)

 

 

 

 

 
(100,000
)
 
(100,000
)
Cash dividends – preferred stock (approximately $0.34 per share)

 

 

 
(2,016
)
 

 

 
(2,016
)
Cash dividends – common stock ($0.57 per share)

 

 

 
(36,361
)
 

 

 
(36,361
)
Balance at end of period
$
144,486

 
$
642

 
$
951,893

 
$
2,133,259

 
$
57,675

 
$
(98,912
)
 
$
3,189,043


See accompanying Notes to Consolidated Financial Statements

6

Table of Contents

Cullen/Frost Bankers, Inc.
Consolidated Statements of Changes in Shareholders’ Equity (continued)
(Dollars in thousands, except per share amounts)
 
Preferred
Stock
 
Common
Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss),
Net of Tax
 
Treasury
Stock
 
Total
Nine months ended:
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of period
$
144,486

 
$
642

 
$
953,361

 
$
2,187,069

 
$
79,512

 
$
(67,207
)
 
$
3,297,863

Cumulative effect of accounting change

 

 

 
(2,285
)
 

 

 
(2,285
)
Total shareholders' equity at beginning of period, as adjusted
144,486

 
642

 
953,361

 
2,184,784

 
79,512

 
(67,207
)
 
3,295,578

Net income

 

 

 
335,665

 

 

 
335,665

Other comprehensive loss, net of tax

 

 

 

 
(230,282
)
 

 
(230,282
)
Reclassification of certain income tax effects related to the change in the U.S. statutory federal income tax rate under the Tax Cuts and Jobs Act

 

 

 
(9,535
)
 
9,535

 

 

Stock option exercises/stock unit conversions (447,831 shares)

 

 

 
(12,887
)
 

 
39,454

 
26,567

Stock-based compensation expense recognized in earnings

 

 
9,556

 

 

 

 
9,556

Purchase of treasury stock (601 shares)

 

 

 

 

 
(70
)
 
(70
)
Cash dividends – preferred stock (approximately $1.01 per share)

 

 

 
(6,047
)
 

 

 
(6,047
)
Cash dividends – common stock ($1.91 per share)

 

 

 
(122,721
)
 

 

 
(122,721
)
Balance at end of period
$
144,486

 
$
642

 
$
962,917

 
$
2,369,259

 
$
(141,235
)
 
$
(27,823
)
 
$
3,308,246

 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of period
$
144,486

 
$
637

 
$
906,732

 
$
1,985,569

 
$
(24,623
)
 
$
(10,273
)
 
$
3,002,528

Net income

 

 

 
263,625

 

 

 
263,625

Other comprehensive income, net of tax

 

 

 

 
82,298

 

 
82,298

Stock option exercises/stock unit conversions (774,799 shares)

 
5

 
36,148

 
(2,134
)
 

 
11,403

 
45,422

Stock-based compensation expense recognized in earnings

 

 
9,013

 

 

 

 
9,013

Purchase of treasury stock (1,135,435 shares)

 

 

 

 

 
(100,042
)
 
(100,042
)
Cash dividends – preferred stock (approximately $1.01 per share)

 

 

 
(6,047
)
 

 

 
(6,047
)
Cash dividends – common stock ($1.68 per share)

 

 

 
(107,754
)
 

 

 
(107,754
)
Balance at end of period
$
144,486

 
$
642

 
$
951,893

 
$
2,133,259

 
$
57,675

 
$
(98,912
)
 
$
3,189,043


See accompanying Notes to Consolidated Financial Statements


7

Table of Contents

Cullen/Frost Bankers, Inc.
Consolidated Statements of Cash Flows
(Dollars in thousands)
 
Nine Months Ended 
 September 30,
 
2018
 
2017
Operating Activities:
 
 
 
Net income
$
335,665

 
$
263,625

Adjustments to reconcile net income to net cash from operating activities:
 
 
 
Provision for loan losses
17,846

 
27,358

Deferred tax expense (benefit)
39,198

 
(9,505
)
Accretion of loan discounts
(10,470
)
 
(11,567
)
Securities premium amortization (discount accretion), net
73,748

 
66,455

Net (gain) loss on securities transactions
113

 
4,917

Depreciation and amortization
37,452

 
35,819

Net (gain) loss on sale/write-down of assets/foreclosed assets
(6,122
)
 
(2,045
)
Stock-based compensation
9,556

 
9,013

Net tax benefit from stock-based compensation
3,378

 
5,844

Earnings on life insurance policies
(2,510
)
 
(2,367
)
Net change in:
 
 
 
Trading account securities
(1,094
)
 
(3,018
)
Accrued interest receivable and other assets
(19,047
)
 
10,495

Accrued interest payable and other liabilities
(17,545
)
 
(39,580
)
Net cash from operating activities
460,168

 
355,444

 
 
 
 
Investing Activities:
 
 
 
Securities held to maturity:
 
 
 
Purchases
(1,500
)
 

Sales

 

Maturities, calls and principal repayments
300,340

 
780,562

Securities available for sale:
 
 
 
Purchases
(14,983,642
)
 
(9,138,457
)
Sales
13,838,566

 
8,993,963

Maturities, calls and principal repayments
182,028

 
283,278

Proceeds from sale of loans
21,318

 

Net change in loans
(718,551
)
 
(745,702
)
Benefits received on life insurance policies
384

 
462

Proceeds from sales of premises and equipment
12,859

 
1,553

Purchases of premises and equipment
(56,781
)
 
(23,796
)
Proceeds from sales of repossessed properties
1,106

 
517

Net cash from investing activities
(1,403,873
)
 
152,380

 
 
 
 
Financing Activities:
 
 
 
Net change in deposits
(523,535
)
 
591,694

Net change in short-term borrowings
(64,047
)
 
20,927

Proceeds from issuance of subordinated notes

 
98,434

Principal payments on subordinated notes

 
(100,000
)
Proceeds from stock option exercises
26,567

 
45,422

Purchase of treasury stock
(70
)
 
(100,042
)
Cash dividends paid on preferred stock
(6,047
)
 
(6,047
)
Cash dividends paid on common stock
(122,721
)
 
(107,754
)
Net cash from financing activities
(689,853
)
 
442,634

 
 
 
 
Net change in cash and cash equivalents
(1,633,558
)
 
950,458

Cash and cash equivalents at beginning of period
5,053,047

 
4,141,445

Cash and cash equivalents at end of period
$
3,419,489

 
$
5,091,903


See Notes to Consolidated Financial Statements.

8

Table of Contents

Notes to Consolidated Financial Statements
(Table amounts in thousands, except for share and per share amounts)
Note 1 - Significant Accounting Policies
Nature of Operations. Cullen/Frost Bankers, Inc. (“Cullen/Frost”) is a financial holding company and a bank holding company headquartered in San Antonio, Texas that provides, through its subsidiaries, a broad array of products and services throughout numerous Texas markets. The terms “Cullen/Frost,” “the Corporation,” “we,” “us” and “our” mean Cullen/Frost Bankers, Inc. and its subsidiaries, when appropriate. In addition to general commercial and consumer banking, other products and services offered include trust and investment management, insurance, brokerage, mutual funds, leasing, treasury management, capital markets advisory and item processing.
Basis of Presentation. The consolidated financial statements in this Quarterly Report on Form 10-Q include the accounts of Cullen/Frost and all other entities in which Cullen/Frost has a controlling financial interest. All significant intercompany balances and transactions have been eliminated in consolidation. The accounting and financial reporting policies we follow conform, in all material respects, to accounting principles generally accepted in the United States and to general practices within the financial services industry.
The consolidated financial statements in this Quarterly Report on Form 10-Q have not been audited by an independent registered public accounting firm, but in the opinion of management, reflect all adjustments necessary for a fair presentation of our financial position and results of operations. All such adjustments were of a normal and recurring nature. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q adopted by the Securities and Exchange Commission (“SEC”). Accordingly, the financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with our consolidated financial statements, and notes thereto, for the year ended December 31, 2017, included in our Annual Report on Form 10-K filed with the SEC on February 7, 2018 (the “2017 Form 10-K”). Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year or any future period.
Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. The allowance for loan losses and the fair values of financial instruments and the status of contingencies are particularly subject to change.
Cash Flow Reporting. Additional cash flow information was as follows:
 
Nine Months Ended 
 September 30,
 
2018
 
2017
Cash paid for interest
$
59,764

 
$
15,611

Cash paid for income taxes
5,112

 
41,969

Significant non-cash transactions:
 
 
 
Unsettled purchases/sales of securities
74,191

 
41,763

Loans foreclosed and transferred to other real estate owned and foreclosed assets
2,898

 
257

Accounting Changes, Reclassifications and Restatements. Certain items in prior financial statements have been reclassified to conform to the current presentation. In addition, we adopted ASU 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220) - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" as of January 1, 2018. In accordance with ASU 2018-02, we elected to reclassify certain income tax effects related to the change in the U.S. statutory federal income tax rate under the Tax Cuts and Jobs Act, which was enacted on December 22, 2017 (see Note 13 - Income Taxes), from accumulated other comprehensive income to retained earnings. Such amounts, which totaled $9.5 million, related to a net actuarial loss on defined benefit post-retirement plans and unrealized gains on securities available for sale and securities transferred to held to maturity. See Note 14 - Other Comprehensive Income. The effects of the Tax Cuts and Jobs Act on deferred taxes related to amounts initially recorded in accumulated other comprehensive income are provisional. As we finalize the accounting for the tax effects of the Tax Cuts and Jobs Act, additional reclassification adjustments may be recorded in future periods. See Note 13 - Income Taxes. Notwithstanding this election made in accordance with ASU 2018-02, our policy is to release such income tax effects only when the entire portfolio to which the underlying transactions relate is liquidated, sold or extinguished.

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Table of Contents

We also adopted ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)” as of January 1, 2018. Using a modified retrospective transition approach for contracts that were not complete as of our adoption, we recognized a cumulative effect reduction to beginning retained earnings totaling $2.3 million. The amount was related to certain revenue streams within trust and investment management fees. Additionally, based on our underlying contracts, ASU 2014-09 requires us to report network costs associated with debit card and ATM transactions netted against the related fee income from such transactions. Previously, such network costs were reported as a component of other non-interest expense. For the three and nine months ended September 30, 2018, gross interchange and debit card transaction fees totaled $6.5 million and $19.0 million, respectively, while related network costs totaled $3.0 million and $8.9 million, respectively. On a net basis, we reported $3.5 million and $10.1 million as interchange and debit card transaction fees in the accompanying Consolidated Statement of Income for the three and nine months ended September 30, 2018, respectively. For the three and nine months ended September 30, 2017, we reported interchange and debit card transaction fees totaling $5.9 million and $17.2 million, respectively, on a gross basis in the accompanying Consolidated Statement of Income while related network costs totaling $3.0 million and $9.1 million were reported as a component of other non-interest expense for the three and nine months ended September 30, 2017, respectively. ASU 2014-09 also required us to change the way we recognize certain recurring revenue streams reported as components of trust and investment management fees, insurance commissions and fees and other categories of non-interest income, however, such changes were not significant to our financial statements for the nine months ended September 30, 2018.
Under ASU 2014-09, we adopted new policies related to revenue recognition. In general, for revenue not associated with financial instruments, guarantees and lease contracts, we apply the following steps when recognizing revenue from contracts with customers: (i) identify the contract, (ii) identify the performance obligations, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations and (v) recognize revenue when performance obligation is satisfied. Our contracts with customers are generally short term in nature, typically due within one year or less or cancellable by us or our customer upon a short notice period. Performance obligations for our customer contracts are generally satisfied at a single point in time, typically when the transaction is complete, or over time. For performance obligations satisfied over time, we primarily use the output method, directly measuring the value of the products/services transferred to the customer, to determine when performance obligations have been satisfied. We typically receive payment from customers and recognize revenue concurrent with the satisfaction of our performance obligations. In most cases, this occurs within a single financial reporting period. For payments received in advance of the satisfaction of performance obligations, revenue recognition is deferred until such time the performance obligations have been satisfied. In cases where we have not received payment despite satisfaction of our performance obligations, we accrue an estimate of the amount due in the period our performance obligations have been satisfied. For contracts with variable components, only amounts for which collection is probable are accrued. We generally act in a principal capacity, on our own behalf, in most of our contracts with customers. In such transactions, we recognize revenue and the related costs to provide our services on a gross basis in our financial statements. In some cases, we act in an agent capacity, deriving revenue through assisting other entities in transactions with our customers. In such transactions, we recognized revenue and the related costs to provide our services on a net basis in our financial statements. These transactions primarily relate to insurance and brokerage commissions and fees derived from our customers' use of various interchange and ATM/debit card networks.
In August 2018, the Securities and Exchange Commission (“SEC”) issued Final Rule Release No. 33-10532 - “Disclosure Update and Simplification.” This rule amends various SEC disclosure requirements that have been determined to be redundant, duplicative, overlapping, outdated, or superseded. The changes are generally expected to reduce or eliminate certain disclosures; however, the amendments did expand interim period disclosure requirements related to changes in shareholders' equity. Although the final rule does not become effective until November 5, 2018, we elected to expand our presentation of the Statement of Changes in Shareholders' Equity, as will be required under the new rule, in our financial statements as of and for the three and nine months ended September 30, 2018.

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Table of Contents

Note 2 - Securities
Securities. A summary of the amortized cost and estimated fair value of securities, excluding trading securities, is presented below.
 
September 30, 2018
 
December 31, 2017
 
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
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage-backed securities
$
3,040

 
$
8

 
$
94

 
$
2,954

 
$
3,610

 
$
15

 
$
38

 
$
3,587

States and political subdivisions
1,107,222

 
7,232

 
2,057

 
1,112,397

 
1,428,488

 
26,462

 
2,746

 
1,452,204

Other
1,500

 

 
6

 
1,494

 

 

 

 

Total
$
1,111,762

 
$
7,240

 
$
2,157

 
$
1,116,845

 
$
1,432,098

 
$
26,477

 
$
2,784

 
$
1,455,791

Available for Sale
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury
$
3,454,899

 
$

 
$
52,020

 
$
3,402,879

 
$
3,453,391

 
$
7,494

 
$
15,732

 
$
3,445,153

Residential mortgage-backed securities
756,649

 
11,254

 
11,532

 
756,371

 
648,288

 
19,048

 
2,250

 
665,086

States and political subdivisions
7,052,156

 
40,759

 
116,225

 
6,976,690

 
6,185,711

 
167,293

 
16,795

 
6,336,209

Other
42,651

 

 

 
42,651

 
42,561

 

 

 
42,561

Total
$
11,306,355

 
$
52,013

 
$
179,777

 
$
11,178,591

 
$
10,329,951

 
$
193,835

 
$
34,777

 
$
10,489,009

All mortgage-backed securities included in the above table were issued by U.S. government agencies and corporations. At September 30, 2018, approximately 98.4% of the securities in our municipal bond portfolio were issued by political subdivisions or agencies within the State of Texas, of which approximately 68.0% are either guaranteed by the Texas Permanent School Fund, which has a “triple A” insurer financial strength rating, or are secured by U.S. Treasury securities via defeasance of the debt by the issuers. Securities with limited marketability and that do not have readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar securities of the same issuer. These securities include stock in the Federal Reserve Bank and the Federal Home Loan Bank and are reported as other available for sale securities in the table above. The carrying value of securities pledged to secure public funds, trust deposits, repurchase agreements and for other purposes, as required or permitted by law was $3.7 billion at September 30, 2018 and $3.8 billion at December 31, 2017.
During the fourth quarter of 2012, we reclassified certain securities from available for sale to held to maturity. The securities had an aggregate fair value of $2.3 billion with an aggregate net unrealized gain of $165.7 million ($107.7 million, net of tax) on the date of the transfer. The net unamortized, unrealized gain on the remaining transferred securities included in accumulated other comprehensive income in the accompanying balance sheet as of September 30, 2018 totaled $3.1 million ($2.5 million, net of tax). This amount will be amortized out of accumulated other comprehensive income over the remaining life of the underlying securities as an adjustment of the yield on those securities.

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Table of Contents

Unrealized Losses. As of September 30, 2018, securities with unrealized losses, segregated by length of impairment, were as follows:
 
Less than 12 Months
 
More than 12 Months
 
Total
 
Estimated
Fair Value
 
Unrealized
Losses
 
Estimated
Fair Value
 
Unrealized
Losses
 
Estimated
Fair Value
 
Unrealized
Losses
Held to Maturity
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage-backed securities
$
413

 
$
19

 
$
1,850

 
$
75

 
$
2,263

 
$
94

States and political subdivisions
403,965

 
2,057

 

 

 
403,965

 
2,057

Other
1,494

 
6

 

 

 
1,494

 
6

Total
$
405,872

 
$
2,082

 
$
1,850

 
$
75

 
$
407,722

 
$
2,157

Available for Sale
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury
$
2,295,611

 
$
34,315

 
$
1,107,268

 
$
17,705

 
$
3,402,879

 
$
52,020

Residential mortgage-backed securities
294,839

 
5,979

 
98,757

 
5,553

 
393,596

 
11,532

States and political subdivisions
3,585,212

 
65,581

 
810,732

 
50,644

 
4,395,944

 
116,225

Total
$
6,175,662

 
$
105,875

 
$
2,016,757

 
$
73,902

 
$
8,192,419

 
$
179,777

Declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses to the extent the impairment is related to credit losses. The amount of the impairment related to other factors is recognized in other comprehensive income. In estimating other-than-temporary impairment losses, management considers, among other things, (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, and (iii) the intent and our ability to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in cost.
Management has the ability and intent to hold the securities classified as held to maturity in the table above until they mature, at which time we expect to receive full value for the securities. Furthermore, as of September 30, 2018, management does not have the intent to sell any of the securities classified as available for sale in the table above and believes that it is more likely than not that we will not have to sell any such securities before a recovery of cost. Any unrealized losses are due to increases in market interest rates over the yields available at the time the underlying securities were purchased. The fair value is expected to recover as the securities approach their maturity date or repricing date or if market yields for such investments decline. Management does not believe any of the securities are impaired due to reasons of credit quality. Accordingly, as of September 30, 2018, management believes the impairments detailed in the table above are temporary and no impairment loss has been realized in our consolidated income statement.
Contractual Maturities. The amortized cost and estimated fair value of securities, excluding trading securities, at September 30, 2018 are presented below by contractual maturity. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Residential mortgage-backed securities and equity securities are shown separately since they are not due at a single maturity date.
 
Held to Maturity
 
Available for Sale
 
Amortized
Cost
 
Estimated
Fair Value
 
Amortized
Cost
 
Estimated
Fair Value
Due in one year or less
$
56,511

 
$
57,181

 
$
858,235

 
$
851,163

Due after one year through five years
131,987

 
133,521

 
3,243,532

 
3,204,804

Due after five years through ten years
492,460

 
492,354

 
489,960

 
487,536

Due after ten years
427,764

 
430,835

 
5,915,328

 
5,836,066

Residential mortgage-backed securities
3,040

 
2,954

 
756,649

 
756,371

Equity securities

 

 
42,651

 
42,651

Total
$
1,111,762

 
$
1,116,845

 
$
11,306,355

 
$
11,178,591


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Table of Contents

Sales of Securities. Sales of securities available for sale were as follows:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2018
 
2017
 
2018
 
2017
Proceeds from sales
$
2,948,178

 
$
746,524

 
$
13,838,566

 
$
8,993,963

Gross realized gains

 

 
3

 

Gross realized losses
(34
)
 
(4,867
)
 
(116
)
 
(4,917
)
Tax (expense) benefit of securities gains/losses
7

 
1,703

 
24

 
1,721

Premiums and Discounts. Premium amortization and discount accretion included in interest income on securities was as follows:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2018
 
2017
 
2018
 
2017
Premium amortization
$
(27,381
)
 
$
(24,586
)
 
$
(80,104
)
 
$
(72,733
)
Discount accretion
2,569

 
1,783

 
6,356

 
6,278

Net (premium amortization) discount accretion
$
(24,812
)
 
$
(22,803
)
 
$
(73,748
)
 
$
(66,455
)
Trading Account Securities. Trading account securities, at estimated fair value, were as follows:
 
September 30,
2018
 
December 31,
2017
U.S. Treasury
$
21,804

 
$
19,210

States and political subdivisions
434

 
1,888

Total
$
22,238

 
$
21,098

Net gains and losses on trading account securities were as follows:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2018
 
2017
 
2018
 
2017
Net gain on sales transactions
$
465

 
$
414

 
$
1,404

 
$
1,018

Net mark-to-market gains (losses)
(8
)
 
(8
)
 
(21
)
 
(51
)
Net gain (loss) on trading account securities
$
457

 
$
406

 
$
1,383

 
$
967


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Table of Contents

Note 3 - Loans
Loans were as follows:
 
September 30,
2018
 
Percentage
of Total
 
December 31,
2017
 
Percentage
of Total
Commercial and industrial
$
5,029,754

 
36.4
%
 
$
4,792,388

 
36.4
%
Energy:
 
 
 
 
 
 
 
Production
1,220,771

 
8.8

 
1,182,326

 
9.0

Service
164,889

 
1.2

 
171,795

 
1.3

Other
133,708

 
1.0

 
144,972

 
1.1

Total energy
1,519,368

 
11.0

 
1,499,093

 
11.4

Commercial real estate:
 
 
 
 
 
 
 
Commercial mortgages
4,078,787

 
29.5

 
3,887,742

 
29.6

Construction
1,208,870

 
8.7

 
1,066,696

 
8.1

Land
315,384

 
2.3

 
331,986

 
2.5

Total commercial real estate
5,603,041

 
40.5

 
5,286,424

 
40.2

Consumer real estate:
 
 
 
 
 
 
 
Home equity loans
352,292

 
2.5

 
355,342

 
2.7

Home equity lines of credit
326,876

 
2.4

 
291,950

 
2.2

Other
419,965

 
3.1

 
376,002

 
2.9

Total consumer real estate
1,099,133

 
8.0

 
1,023,294

 
7.8

Total real estate
6,702,174

 
48.5

 
6,309,718

 
48.0

Consumer and other
563,542

 
4.1

 
544,466

 
4.2

Total loans
$
13,814,838

 
100.0
%
 
$
13,145,665

 
100.0
%
Concentrations of Credit. Most of our lending activity occurs within the State of Texas, including the four largest metropolitan areas of Austin, Dallas/Ft. Worth, Houston and San Antonio, as well as other markets. The majority of our loan portfolio consists of commercial and industrial and commercial real estate loans. As of September 30, 2018, there were no concentrations of loans related to any single industry in excess of 10% of total loans other than energy loans, which totaled 11.0% of total loans. Unfunded commitments to extend credit and standby letters of credit issued to customers in the energy industry totaled $1.1 billion and $46.7 million, respectively, as of September 30, 2018.
Foreign Loans. We have U.S. dollar denominated loans and commitments to borrowers in Mexico. The outstanding balance of these loans and the unfunded amounts available under these commitments were not significant at September 30, 2018 or December 31, 2017.
Related Party Loans. In the ordinary course of business, we have granted loans to certain directors, executive officers and their affiliates (collectively referred to as “related parties”). Such loans totaled $238.6 million at September 30, 2018 and $166.4 million at December 31, 2017.
Non-Accrual and Past Due Loans. Non-accrual loans, segregated by class of loans, were as follows:
 
September 30,
2018
 
December 31,
2017
Commercial and industrial
$
12,278

 
$
46,186

Energy
51,802

 
94,302

Commercial real estate:
 
 
 
Buildings, land and other
15,913

 
7,589

Construction

 

Consumer real estate
971

 
2,109

Consumer and other
1,637

 
128

Total
$
82,601

 
$
150,314

Had non-accrual loans performed in accordance with their original contract terms, we would have recognized additional interest income, net of tax, of approximately $1.3 million and $4.2 million for the three and nine months ended September 30, 2018, compared to $783 thousand and $2.4 million for the three and nine months ended September 30, 2017.

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Table of Contents

An age analysis of past due loans (including both accruing and non-accruing loans), segregated by class of loans, as of September 30, 2018 was as follows:
 
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
$
33,985

 
$
10,250

 
$
44,235

 
$
4,985,519

 
$
5,029,754

 
$
3,963

Energy
3,251

 
2,221

 
5,472

 
1,513,896

 
1,519,368

 
818

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
Buildings, land and other
21,596

 
2,980

 
24,576

 
4,369,595

 
4,394,171

 
2,606

Construction
784

 
1,042

 
1,826

 
1,207,044

 
1,208,870

 
1,042

Consumer real estate
7,743

 
1,773

 
9,516

 
1,089,617

 
1,099,133

 
1,432

Consumer and other
6,098

 
1,766

 
7,864

 
555,678

 
563,542

 
1,724

Total
$
73,457

 
$
20,032

 
$
93,489

 
$
13,721,349

 
$
13,814,838

 
$
11,585

Impaired Loans. Impaired loans are set forth in the following table. No interest income was recognized on impaired loans subsequent to their classification as impaired.
 
Unpaid Contractual
Principal
Balance
 
Recorded Investment
With No
Allowance
 
Recorded Investment
With
Allowance
 
Total
Recorded
Investment
 
Related
Allowance
September 30, 2018
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
19,857

 
$
3,153

 
$
6,574

 
$
9,727

 
$
4,622

Energy
68,087

 
7,942

 
43,614

 
51,556

 
12,672

Commercial real estate:
 
 
 
 
 
 

 
 
Buildings, land and other
15,961

 
2,309

 
12,876

 
15,185

 
2,599

Construction

 

 

 

 

Consumer real estate
293

 
293

 

 
293

 

Consumer and other
1,595

 

 
1,595

 
1,595

 
1,595

Total
$
105,793

 
$
13,697

 
$
64,659

 
$
78,356

 
$
21,488

December 31, 2017
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
60,781

 
$
28,038

 
$
15,722

 
$
43,760

 
$
7,553

Energy
99,606

 
33,080

 
61,162

 
94,242

 
13,267

Commercial real estate:
 
 
 
 
 
 
 
 
 
Buildings, land and other
10,795

 
6,394

 

 
6,394

 

Construction

 

 

 

 

Consumer real estate
1,214

 
1,214

 

 
1,214

 

Consumer and other

 

 

 

 

Total
$
172,396

 
$
68,726

 
$
76,884

 
$
145,610

 
$
20,820

The average recorded investment in impaired loans was as follows:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2018
 
2017
 
2018

2017
Commercial and industrial
$
13,447

 
$
26,910

 
$
21,025

 
$
26,651

Energy
78,772

 
76,008

 
82,640

 
72,055

Commercial real estate:
 
 
 
 
 
 
 
Buildings, land and other
14,306

 
5,553

 
12,328

 
6,106

Construction

 

 

 

Consumer real estate
671

 
1,209

 
807

 
1,155

Consumer and other
1,073

 

 
805

 
13

Total
$
108,269

 
$
109,680

 
$
117,605

 
$
105,980


15

Table of Contents

Troubled Debt Restructurings. Troubled debt restructurings during the nine months ended September 30, 2018 and September 30, 2017 are set forth in the following table.
 
Nine Months Ended 
 September 30, 2018
 
Nine Months Ended 
 September 30, 2017
 
Balance at
Restructure
 
Balance at
Period-End
 
Balance at
Restructure
 
Balance at
Period-End
Commercial and industrial
$
2,203

 
$

 
$
4,026

 
$
3,875

Energy
13,708

 

 
56,097

 
55,023

 
$
15,911

 
$

 
$
60,123

 
$
58,898

Loan modifications are typically related to extending amortization periods, converting loans to interest only for a limited period of time, deferral of interest payments, waiver of certain covenants, consolidating notes and/or reducing collateral or interest rates. The modifications during the reported periods did not significantly impact our determination of the allowance for loan losses.
Additional information related to restructured loans as of or for the nine months ended September 30, 2018 and September 30, 2017 is set forth in the following table.
 
September 30, 2018
 
September 30, 2017
Restructured loans past due in excess of 90 days at period-end:
 
 
 
Number of loans

 
1

Dollar amount of loans
$

 
$
43,137

Restructured loans on non-accrual status at period end

 
54,082

Charge-offs of restructured loans:
 
 
 
Recognized in connection with restructuring

 

Recognized on previously restructured loans
4,650

 
9,951

Proceeds from sale of restructured loans
15,750

 

Credit Quality Indicators. As part of the on-going monitoring of the credit quality of our loan portfolio, management tracks certain credit quality indicators including trends related to (i) the weighted-average risk grade of commercial loans, (ii) the level of classified commercial loans, (iii) the delinquency status of consumer loans (see details above), (iv) net charge-offs, (v) non-performing loans (see details above) and (vi) the general economic conditions in the State of Texas.
We utilize a risk grading matrix to assign a risk grade to each of our commercial loans. Loans are graded on a scale of 1 to 14. A description of the general characteristics of the 14 risk grades is set forth in our 2017 Form 10-K. In monitoring credit quality trends in the context of assessing the appropriate level of the allowance for loan losses, we monitor portfolio credit quality by the weighted-average risk grade of each class of commercial loan. Individual relationship managers review updated financial information for all pass grade loans to reassess the risk grade on at least an annual basis. When a loan has a risk grade of 9, it is still considered a pass grade loan; however, it is considered to be on management’s “watch list,” where a significant risk-modifying action is anticipated in the near term. When a loan has a risk grade of 10 or higher, a special assets officer monitors the loan on an on-going basis.

16

Table of Contents

The following tables present weighted-average risk grades for all commercial loans by class.
 
September 30, 2018
 
December 31, 2017
 
Weighted
Average
Risk Grade
 
Loans
 
Weighted
Average
Risk Grade
 
Loans
Commercial and industrial:
 
 
 
 
 
 
 
Risk grades 1-8
6.10

 
$
4,755,739

 
6.06

 
$
4,378,839

Risk grade 9
9.00

 
123,199

 
9.00

 
170,285

Risk grade 10
10.00

 
67,645

 
10.00

 
99,260

Risk grade 11
11.00

 
70,893

 
11.00

 
97,818

Risk grade 12
12.00

 
7,656

 
12.00

 
38,633

Risk grade 13
13.00

 
4,622

 
13.00

 
7,553

Total
6.31

 
$
5,029,754

 
6.41

 
$
4,792,388

Energy
 
 
 
 
 
 
 
Risk grades 1-8
5.81

 
$
1,367,235

 
6.01

 
$
1,199,207

Risk grade 9
9.00

 
13,352

 
9.00

 
50,427

Risk grade 10
10.00

 
42,862

 
10.00

 
64,282

Risk grade 11
11.00

 
44,116

 
11.00

 
90,875

Risk grade 12
12.00

 
39,131

 
12.00

 
81,035

Risk grade 13
13.00

 
12,672

 
13.00

 
13,267

Total
6.32

 
$
1,519,368

 
6.97

 
$
1,499,093

Commercial real estate:
 
 

 
 
 
 
Buildings, land and other
 
 
 
 
 
 
 
Risk grades 1-8
6.77

 
$
4,091,571

 
6.75

 
$
3,868,659

Risk grade 9
9.00

 
135,521

 
9.00

 
151,487

Risk grade 10
10.00

 
60,169

 
10.00

 
129,391

Risk grade 11
11.00

 
90,997

 
11.00

 
62,602

Risk grade 12
12.00

 
13,314

 
12.00

 
7,589

Risk grade 13
13.00

 
2,599

 
13.00

 

Total
6.99

 
$
4,394,171

 
7.00

 
$
4,219,728

Construction
 
 
 
 
 
 
 
Risk grades 1-8
7.10

 
$
1,129,492

 
7.11

 
$
1,019,635

Risk grade 9
9.00

 
51,058

 
9.00

 
18,042

Risk grade 10
10.00

 
26,035

 
10.00

 
23,393

Risk grade 11
11.00

 
2,285

 
11.00

 
5,626

Risk grade 12
12.00

 

 
12.00

 

Risk grade 13
13.00

 

 
13.00

 

Total
7.25

 
$
1,208,870

 
7.23

 
$
1,066,696

Net (charge-offs)/recoveries, segregated by class of loans, were as follows:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2018
 
2017
 
2018
 
2017
Commercial and industrial
$
(7,807
)
 
$
(4,565
)
 
$
(19,030
)
 
$
(12,155
)
Energy
(5,347
)
 
451

 
(10,272
)
 
(10,010
)
Commercial real estate:
 
 
 
 
 
 
 
Buildings, land and other
33

 
266

 
(288
)
 
768

Construction
3

 
2

 
11

 
8

Consumer real estate
(388
)
 
(629
)
 
(1,078
)
 
(422
)
Consumer and other
(1,792
)
 
(1,760
)
 
(4,975
)
 
(4,289
)
Total
$
(15,298
)
 
$
(6,235
)
 
$
(35,632
)
 
$
(26,100
)

17

Table of Contents

In assessing the general economic conditions in the State of Texas, management monitors and tracks the Texas Leading Index (“TLI”), which is produced by the Federal Reserve Bank of Dallas. The TLI, the components of which are more fully described in our 2017 Form 10-K, totaled 129.4 at September 30, 2018 and 129.3 at December 31, 2017. A higher TLI value implies more favorable economic conditions.
Allowance for Loan Losses. The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management’s best estimate of inherent losses that have been incurred within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. Our allowance for loan loss methodology, which is more fully described in our 2017 Form 10-K, follows the accounting guidance set forth in U.S. generally accepted accounting principles and the Interagency Policy Statement on the Allowance for Loan and Lease Losses, which was jointly issued by U.S. bank regulatory agencies. The level of the allowance reflects management’s continuing evaluation of industry concentrations, specific credit risks, loan loss and recovery experience, current loan portfolio quality, present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management’s judgment, should be charged off.
The following table presents details of the allowance for loan losses allocated to each portfolio segment as of September 30, 2018 and December 31, 2017 and detailed on the basis of the impairment evaluation methodology we used:
 
Commercial
and
Industrial
 
Energy
 
Commercial
Real Estate
 
Consumer
Real Estate
 
Consumer
and Other
 
Total
September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
Historical valuation allowances
$
25,582

 
$
9,654

 
$
20,441

 
$
2,641

 
$
6,815

 
$
65,133

Specific valuation allowances
4,622

 
12,672

 
2,599

 

 
1,595

 
21,488

General valuation allowances
9,361

 
5,849

 
4,187

 
1,620

 
(114
)
 
20,903

Macroeconomic valuation allowances
11,426

 
3,270

 
11,977

 
1,933

 
1,448

 
30,054

Total
$
50,991

 
$
31,445

 
$
39,204

 
$
6,194

 
$
9,744

 
$
137,578

Allocated to loans:
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated
$
4,622

 
$
12,672

 
$
2,599

 
$

 
$
1,595

 
$
21,488

Collectively evaluated
46,369

 
18,773

 
36,605

 
6,194

 
8,149

 
116,090

Total
$
50,991

 
$
31,445

 
$
39,204

 
$
6,194

 
$
9,744

 
$
137,578

December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
Historical valuation allowances
$
26,401

 
$
22,073

 
$
18,931

 
$
2,473

 
$
5,603

 
$
75,481

Specific valuation allowances
7,553

 
13,267

 

 

 

 
20,820

General valuation allowances
9,112

 
7,964

 
4,165

 
2,133

 
(91
)
 
23,283

Macroeconomic valuation allowances
16,548

 
8,224

 
7,852

 
1,051

 
2,105

 
35,780

Total
$
59,614

 
$
51,528

 
$
30,948

 
$
5,657

 
$
7,617

 
$
155,364

Allocated to loans:
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated
$
7,553

 
$
13,267

 
$

 
$

 
$

 
$
20,820

Collectively evaluated
52,061

 
38,261

 
30,948

 
5,657

 
7,617

 
134,544

Total
$
59,614

 
$
51,528

 
$
30,948

 
$
5,657

 
$
7,617

 
$
155,364


18

Table of Contents

Our recorded investment in loans as of September 30, 2018 and December 31, 2017 related to each balance in the allowance for loan losses by portfolio segment and detailed on the basis of the impairment methodology we used was as follows:
 
Commercial
and
Industrial
 
Energy
 
Commercial
Real Estate
 
Consumer
Real Estate
 
Consumer
and Other
 
Total
September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated
$
9,727

 
$
51,556

 
$
15,185

 
$
293

 
$
1,595

 
$
78,356

Collectively evaluated
5,020,027

 
1,467,812

 
5,587,856

 
1,098,840

 
561,947

 
13,736,482

Total
$
5,029,754

 
$
1,519,368

 
$
5,603,041

 
$
1,099,133

 
$
563,542

 
$
13,814,838

December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated
$
43,760

 
$
94,242

 
$
6,394

 
$
1,214

 
$

 
$
145,610

Collectively evaluated
4,748,628

 
1,404,851

 
5,280,030

 
1,022,080

 
544,466

 
13,000,055

Total
$
4,792,388

 
$
1,499,093

 
$
5,286,424

 
$
1,023,294

 
$
544,466

 
$
13,145,665

The following table details activity in the allowance for loan losses by portfolio segment for the three and nine months ended September 30, 2018 and 2017. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.
 
Commercial
and
Industrial
 
Energy
 
Commercial
Real Estate
 
Consumer
Real Estate
 
Consumer
and Other
 
Total
Three months ended:
 
 
 
 
 
 
 
 
 
 
 
September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
57,713

 
$
37,313

 
$
38,918

 
$
6,336

 
$
9,946

 
$
150,226

Provision for loan losses
1,085

 
(521
)
 
250

 
246

 
1,590

 
2,650

Charge-offs
(8,491
)
 
(5,400
)
 

 
(431
)
 
(4,274
)
 
(18,596
)
Recoveries
684

 
53

 
36

 
43

 
2,482

 
3,298

Net charge-offs
(7,807
)
 
(5,347
)
 
36

 
(388
)
 
(1,792
)
 
(15,298
)
Ending balance
$
50,991

 
$
31,445

 
$
39,204

 
$
6,194

 
$
9,744

 
$
137,578

September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
48,906

 
$
54,277

 
$
33,002

 
$
5,535

 
$
7,838

 
$
149,558

Provision for loan losses
4,096

 
(2,815
)
 
4,805

 
1,969

 
2,925

 
10,980

Charge-offs
(5,468
)
 

 

 
(766
)
 
(4,120
)
 
(10,354
)
Recoveries
903

 
451

 
268

 
137

 
2,360

 
4,119

Net charge-offs
(4,565
)
 
451

 
268

 
(629
)
 
(1,760
)
 
(6,235
)
Ending balance
$
48,437

 
$
51,913

 
$
38,075

 
$
6,875

 
$
9,003

 
$
154,303

 
 
 
 
 
 
 
 
 
 
 
 
Nine months ended:
 
 
 
 
 
 
 
 
 
 
 
September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
59,614

 
$
51,528

 
$
30,948

 
$
5,657

 
$
7,617

 
$
155,364

Provision for loan losses
10,407

 
(9,811
)
 
8,533

 
1,615

 
7,102

 
17,846

Charge-offs
(21,896
)
 
(10,939
)
 
(619
)
 
(1,632
)
 
(12,240
)
 
(47,326
)
Recoveries
2,866

 
667

 
342

 
554

 
7,265

 
11,694

Net charge-offs
(19,030
)
 
(10,272
)
 
(277
)
 
(1,078
)
 
(4,975
)
 
(35,632
)
Ending balance
$
50,991

 
$
31,445

 
$
39,204

 
$
6,194

 
$
9,744

 
$
137,578

September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
52,915

 
$
60,653

 
$
30,213

 
$
4,238

 
$
5,026

 
$
153,045

Provision for loan losses
7,677

 
1,270

 
7,086

 
3,059

 
8,266

 
27,358

Charge-offs
(14,574
)
 
(10,595
)
 
(14
)
 
(779
)
 
(11,291
)
 
(37,253
)
Recoveries
2,419

 
585

 
790

 
357

 
7,002

 
11,153

Net charge-offs
(12,155
)
 
(10,010
)
 
776

 
(422
)
 
(4,289
)
 
(26,100
)
Ending balance
$
48,437

 
$
51,913

 
$
38,075

 
$
6,875

 
$
9,003

 
$
154,303


19

Table of Contents

Note 4 - Goodwill and Other Intangible Assets
Goodwill and other intangible assets are presented in the table below.
 
September 30,
2018
 
December 31,
2017
Goodwill
$
654,952

 
$
654,952

Other intangible assets:
 
 
 
Core deposits
$
3,213

 
$
4,044

Customer relationships
743

 
986

Non-compete agreements
24

 
43

 
$
3,980

 
$
5,073

The estimated aggregate future amortization expense for intangible assets remaining as of September 30, 2018 is as follows:
Remainder of 2018
331

2019
1,167

2020
918

2021
697

2022
481

Thereafter
386

 
$
3,980

Note 5 - Deposits
Deposits were as follows:
 
September 30,
2018
 
Percentage
of Total
 
December 31,
2017
 
Percentage
of Total
Non-interest-bearing demand deposits:
 
 
 
 
 
Commercial and individual
$
10,137,696

 
38.4
%
 
$
10,412,882

 
38.8
%
Correspondent banks
187,589

 
0.7

 
222,648

 
0.8

Public funds
515,228

 
2.0

 
561,563

 
2.1

Total non-interest-bearing demand deposits
10,840,513

 
41.1

 
11,197,093

 
41.7

Interest-bearing deposits:
 
 
 
 
 
 
 
Private accounts:
 
 
 
 
 
 
 
Savings and interest checking
6,640,382

 
25.2

 
6,788,766

 
25.2

Money market accounts
7,694,628

 
29.2

 
7,624,471

 
28.4

Time accounts of $100,000 or more
484,236

 
1.8

 
453,668

 
1.7

Time accounts under $100,000
327,790

 
1.3

 
324,636

 
1.2

Total private accounts
15,147,036

 
57.5

 
15,191,541

 
56.5

Public funds:
 
 
 
 
 
 
 
Savings and interest checking
303,150

 
1.2

 
410,140

 
1.5

Money market accounts
54,537

 
0.2

 
59,008

 
0.2

Time accounts of $100,000 or more
3,523

 

 
14,301

 
0.1

Time accounts under $100,000
95

 

 
306

 

Total public funds
361,305

 
1.4

 
483,755

 
1.8

Total interest-bearing deposits
15,508,341

 
58.9

 
15,675,296

 
58.3

Total deposits
$
26,348,854

 
100.0
%
 
$
26,872,389

 
100.0
%
The following table presents additional information about our deposits:
 
September 30,
2018
 
December 31,
2017
Deposits from foreign sources (primarily Mexico)
$
739,424

 
$
716,339

Deposits not covered by deposit insurance
12,403,549

 
13,281,040


20

Table of Contents

Note 6 - Commitments and Contingencies
Financial Instruments with Off-Balance-Sheet Risk. In the normal course of business, we enter into various transactions, which, in accordance with generally accepted accounting principles are not included in our consolidated balance sheets. We enter into these transactions to meet the financing needs of our customers. As more fully discussed in our 2017 Form 10-K, these transactions include commitments to extend credit and standby letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets. We minimize our exposure to loss under these commitments by subjecting them to credit approval and monitoring procedures.
Financial instruments with off-balance-sheet risk were as follows:
 
September 30,
2018
 
December 31,
2017
Commitments to extend credit
$
8,284,873

 
$
7,949,400

Standby letters of credit
244,743

 
236,595

Deferred standby letter of credit fees
1,657

 
1,843

Lease Commitments. We lease certain office facilities and office equipment under operating leases. Rent expense for all operating leases totaled $8.1 million and $24.4 million during the three and nine months ended September 30, 2018 and $7.7 million and $23.0 million during the three and nine months ended September 30, 2017. There has been no significant change in our expected future minimum lease payments since December 31, 2017. See the 2017 Form 10-K for information regarding these commitments.
Litigation. We are subject to various claims and legal actions that have arisen in the course of conducting business. Management does not expect the ultimate disposition of these matters to have a material adverse impact on our financial statements.
Note 7 - Capital and Regulatory Matters
Banks and bank holding companies are subject to various regulatory capital requirements administered by state and federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weighting and other factors.
Cullen/Frost’s and Frost Bank’s Common Equity Tier 1 capital includes common stock and related paid-in capital, net of treasury stock, and retained earnings. In connection with the adoption of the Basel III Capital Rules, we elected to opt-out of the requirement to include most components of accumulated other comprehensive income in Common Equity Tier 1. Common Equity Tier 1 for both Cullen/Frost and Frost Bank is reduced by, goodwill and other intangible assets, net of associated deferred tax liabilities, and subject to transition provisions. Frost Bank's Common Equity Tier 1 is also reduced by its equity investment in its financial subsidiary, Frost Insurance Agency (“FIA”).
Tier 1 capital includes Common Equity Tier 1 capital and additional Tier 1 capital. For Cullen/Frost, additional Tier 1 capital at September 30, 2018 and December 31, 2017 includes $144.5 million of 5.375% non-cumulative perpetual preferred stock. Frost Bank did not have any additional Tier 1 capital beyond Common Equity Tier 1 at September 30, 2018 or December 31, 2017.
Total capital includes Tier 1 capital and Tier 2 capital. Tier 2 capital for both Cullen/Frost and Frost Bank includes a permissible portion of the allowance for loan losses. Tier 2 capital for Cullen/Frost also includes $100.0 million of qualified subordinated debt and $133.0 million of trust preferred securities at both September 30, 2018 and December 31, 2017.

21

Table of Contents

The following tables present actual and required capital ratios as of September 30, 2018 and December 31, 2017 for Cullen/Frost and Frost Bank under the Basel III Capital Rules. The minimum required capital amounts presented include the minimum required capital levels as of September 30, 2018 and December 31, 2017 based on the phase-in provisions of the Basel III Capital Rules and the minimum required capital levels as of January 1, 2019 when the Basel III Capital Rules have been fully phased-in. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Capital Rules. See the 2017 Form 10-K for a more detailed discussion of the Basel III Capital Rules.
 
Actual
 
Minimum Capital Required - Basel III Phase-In Schedule
 
Minimum Capital Required - Basel III Fully Phased-In
 
Required to be
Considered Well
Capitalized
 
Capital
Amount
 
Ratio
 
Capital
Amount
 
Ratio
 
Capital
Amount
 
Ratio
 
Capital
Amount
 
Ratio
September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Equity Tier 1 to Risk-Weighted Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cullen/Frost
$
2,658,645

 
12.93
%
 
$
1,310,621

 
6.38
%
 
$
1,439,113

 
7.00
%
 
$
1,336,319

 
6.50
%
Frost Bank
2,683,196

 
13.10

 
1,306,205

 
6.38

 
1,434,264

 
7.00

 
1,331,816

 
6.50

Tier 1 Capital to Risk-Weighted Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cullen/Frost
2,803,131

 
13.63

 
1,619,002

 
7.88

 
1,747,494

 
8.50

 
1,644,701

 
8.00

Frost Bank
2,683,196

 
13.10

 
1,613,547

 
7.88

 
1,741,606

 
8.50

 
1,639,159

 
8.00

Total Capital to Risk-Weighted Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cullen/Frost
3,174,209

 
15.44

 
2,030,177

 
9.88

 
2,158,670

 
10.50

 
2,055,876

 
10.00

Frost Bank
2,821,274

 
13.77

 
2,023,337

 
9.88

 
2,151,396

 
10.50

 
2,048,948

 
10.00

Leverage Ratio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cullen/Frost
2,803,131

 
9.19

 
1,220,627

 
4.00

 
1,220,627

 
4.00

 
1,525,784

 
5.00

Frost Bank
2,683,196

 
8.80

 
1,219,806

 
4.00

 
1,219,806

 
4.00

 
1,524,758

 
5.00

December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Equity Tier 1 to Risk-Weighted Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cullen/Frost
$
2,426,048

 
12.42
%
 
$
1,123,430

 
5.75
%
 
$
1,367,583

 
7.00
%
 
$
1,269,965

 
6.50
%
Frost Bank
2,518,999

 
12.92

 
1,120,663

 
5.75

 
1,364,214

 
7.00

 
1,266,836

 
6.50

Tier 1 Capital to Risk-Weighted Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cullen/Frost
2,570,534

 
13.16

 
1,416,499

 
7.25

 
1,660,637

 
8.50

 
1,563,033

 
8.00

Frost Bank
2,518,999

 
12.92

 
1,413,010

 
7.25

 
1,656,546

 
8.50

 
1,559,183

 
8.00

Total Capital to Risk-Weighted Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cullen/Frost
2,959,326

 
15.15

 
1,807,257

 
9.25

 
2,051,375

 
10.50

 
1,953,792

 
10.00

Frost Bank
2,674,791

 
13.72

 
1,802,805

 
9.25

 
2,046,321

 
10.50

 
1,948,979

 
10.00

Leverage Ratio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cullen/Frost
2,570,534

 
8.46

 
1,215,227

 
4.00

 
1,215,186

 
4.00

 
1,519,034

 
5.00

Frost Bank
2,518,999

 
8.30

 
1,214,295

 
4.00

 
1,214,254

 
4.00

 
1,517,869

 
5.00

As of September 30, 2018, capital levels at Cullen/Frost and Frost Bank exceed all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis. Based on the ratios presented above, capital levels as of September 30, 2018 at Cullen/Frost and Frost Bank exceed the minimum levels necessary to be considered “well capitalized.”
Cullen/Frost and Frost Bank are subject to the regulatory capital requirements administered by the Federal Reserve Board and, for Frost Bank, the Federal Deposit Insurance Corporation (“FDIC”). Regulatory authorities can initiate certain mandatory actions if Cullen/Frost or Frost Bank fail to meet the minimum capital requirements, which could have a direct material effect on our financial statements. Management believes, as of September 30, 2018, that Cullen/Frost and Frost Bank meet all capital adequacy requirements to which they are subject.
Stock Repurchase Plans. From time to time, our board of directors has authorized stock repurchase plans. In general, stock repurchase plans allow us to proactively manage our capital position and return excess capital to shareholders. Shares purchased under such plans also provide us with shares of common stock necessary to satisfy obligations related to stock compensation

22

Table of Contents

awards. On October 24, 2017, our board of directors authorized a $150.0 million stock repurchase program, allowing us to repurchase shares of our common stock over a two-year period from time to time at various prices in the open market or through private transactions. No shares were repurchased under this plan during 2018 or 2017. Under a prior plan, we repurchased 1,134,966 shares under the plan at a total cost of $100.0 million during the third quarter of 2017.
Dividend Restrictions. In the ordinary course of business, Cullen/Frost is dependent upon dividends from Frost Bank to provide funds for the payment of dividends to shareholders and to provide for other cash requirements. Banking regulations may limit the amount of dividends that may be paid. Approval by regulatory authorities is required if the effect of dividends declared would cause the regulatory capital of Frost Bank to fall below specified minimum levels. Approval is also required if dividends declared exceed the net profits for that year combined with the retained net profits for the preceding two years. Under the foregoing dividend restrictions and while maintaining its “well capitalized” status, at September 30, 2018, Frost Bank could pay aggregate dividends of up to $569.7 million to Cullen/Frost without prior regulatory approval.
Under the terms of the junior subordinated deferrable interest debentures that Cullen/Frost has issued to Cullen/Frost Capital Trust II and WNB Capital Trust I, Cullen/Frost has the right at any time during the term of the debentures to defer the payment of interest at any time or from time to time for an extension period not exceeding 20 consecutive quarterly periods with respect to each extension period. In the event that we have elected to defer interest on the debentures, we may not, with certain exceptions, declare or pay any dividends or distributions on our capital stock or purchase or acquire any of our capital stock.
Under the terms of our Series A Preferred Stock, in the event that we do not declare and pay dividends on our Series A Preferred Stock for the most recent dividend period, we may not, with certain exceptions, declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of our common stock or any of our securities that rank junior to our Series A Preferred Stock.
Note 8 - Derivative Financial Instruments
The fair value of derivative positions outstanding is included in accrued interest receivable and other assets and accrued interest payable and other liabilities in the accompanying consolidated balance sheets and in the net change in each of these financial statement line items in the accompanying consolidated statements of cash flows.
Interest Rate Derivatives. We utilize interest rate swaps, caps and floors to mitigate exposure to interest rate risk and to facilitate the needs of our customers. Our objectives for utilizing these derivative instruments are described in our 2017 Form 10-K.
The notional amounts and estimated fair values of interest rate derivative contracts are presented in the following table. The fair values of interest rate derivative contracts are estimated utilizing internal valuation models with observable market data inputs, or as determined by the Chicago Mercantile Exchange (“CME”) for centrally cleared derivative contracts. CME rules legally characterize variation margin payments for centrally cleared derivatives as settlements of the derivatives' exposure rather than collateral. As a result, the variation margin payment and the related derivative instruments are considered a single unit of account for accounting and financial reporting purposes. Variation margin, as determined by the CME, is settled daily. As a result, derivative contracts that clear through the CME have an estimated fair value of zero as of September 30, 2018 and December 31, 2017.
 
September 30, 2018
 
December 31, 2017
 
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
$
11,284

 
$
314

 
$
13,679

 
$
242

Loan/lease interest rate swaps – liabilities
4,226

 
(201
)
 
11,147

 
(593
)
Non-hedging interest rate derivatives:
 
 
 
 
 
 
 
Financial institution counterparties:
 
 
 
 
 
 
 
Loan/lease interest rate swaps – assets
780,531

 
6,179

 
430,449

 
1,418

Loan/lease interest rate swaps – liabilities
341,987

 
(5,133
)
 
541,496

 
(12,820
)
Loan/lease interest rate caps – assets
102,487

 
920

 
114,619

 
480

Customer counterparties:
 
 
 
 
 
 
 
Loan/lease interest rate swaps – assets
341,987

 
7,017

 
541,496

 
17,882

Loan/lease interest rate swaps – liabilities
780,531

 
(20,613
)
 
430,449

 
(4,861
)
Loan/lease interest rate caps – liabilities
102,487

 
(920
)
 
114,619

 
(480
)

23

Table of Contents

The weighted-average rates paid and received for interest rate swaps outstanding at September 30, 2018 were as follows:
 
Weighted-Average
 
Interest
Rate
Paid
 
Interest
Rate
Received
Interest rate swaps:
 
 
 
Fair value hedge loan/lease interest rate swaps
2.45
%
 
2.16
%
Non-hedging interest rate swaps – financial institution counterparties
4.09
%
 
3.73
%
Non-hedging interest rate swaps – customer counterparties
3.73
%
 
4.09
%
The weighted-average strike rate for outstanding interest rate caps was 2.96% at September 30, 2018.
Commodity Derivatives. We enter into commodity swaps and option contracts that are not designated as hedging instruments primarily to accommodate the business needs of our customers. Upon the origination of a commodity swap or option contract with a customer, we simultaneously enter into an offsetting contract with a third party financial institution to mitigate the exposure to fluctuations in commodity prices.
The notional amounts and estimated fair values of non-hedging commodity swap and option derivative positions outstanding are presented in the following table. We obtain dealer quotations and use internal valuation models with observable market data inputs to value our commodity derivative positions.
 
 
 
September 30, 2018
 
December 31, 2017
 
Notional
Units
 
Notional
Amount
 
Estimated
Fair Value
 
Notional
Amount
 
Estimated
Fair Value
Financial institution counterparties:
 
 
 
 
 
 
 
 
 
Oil – assets
Barrels
 
622

 
$
917

 
253

 
$
193

Oil – liabilities
Barrels
 
2,889

 
(34,941
)
 
2,731

 
(13,448
)
Natural gas – assets
MMBTUs
 
7,939

 
427

 
5,927

 
1,399

Natural gas – liabilities
MMBTUs
 
8,382

 
(598
)
 
3,917

 
(326
)
Customer counterparties:
 
 
 
 
 
 
 
 
 
Oil – assets
Barrels
 
2,889

 
35,083

 
2,731

 
13,709

Oil – liabilities
Barrels
 
622

 
(917
)
 
253

 
(187
)
Natural gas – assets
MMBTUs
 
9,588

 
682

 
3,917

 
340

Natural gas – liabilities
MMBTUs
 
6,734

 
(392
)
 
5,927

 
(1,366
)
Foreign Currency Derivatives. We enter into foreign currency forward contracts that are not designated as hedging instruments primarily to accommodate the business needs of our customers. Upon the origination of a foreign currency denominated transaction with a customer, we simultaneously enter into an offsetting contract with a third party financial institution to negate the exposure to fluctuations in foreign currency exchange rates. We also utilize foreign currency forward contracts that are not designated as hedging instruments to mitigate the economic effect of fluctuations in foreign currency exchange rates on foreign currency holdings and certain short-term, non-U.S. dollar denominated loans. The notional amounts and fair values of open foreign currency forward contracts were as follows:
 
 
 
September 30, 2018
 
December 31, 2017
 
Notional
Currency
 
Notional
Amount
 
Estimated
Fair Value
 
Notional
Amount
 
Estimated
Fair Value
Financial institution counterparties:
 
 
 
 
 
 
 
 
 
Forward contracts – assets
EUR
 
1,097

 
$
9

 
4,014

 
$
77

Forward contracts – assets
GBP
 
793

 
9

 
127

 
1

Forward contracts – liabilities
EUR
 

 

 
4,846

 
(37
)
Forward contracts – liabilities
CAD
 
22,971

 
(189
)
 
25,413

 
(142
)
Forward contracts – liabilities
GBP
 

 

 
1,178

 
(9
)
Forward contracts – liabilities
AUD
 
54

 

 

 

Customer counterparties:
 
 
 
 
 
 
 
 
 
Forward contracts – assets
EUR
 

 

 
3,867

 
58

Forward contracts – assets
CAD
 
22,918

 
245

 
25,282

 
279

Forward contracts – liabilities
EUR
 

 

 
4,041

 
(51
)
Forward contracts – liabilities
GBP
 

 

 
127

 


24

Table of Contents

Gains, Losses and Derivative Cash Flows. For fair value hedges, the changes in the fair value of both the derivative hedging instrument and the hedged item are included in other non-interest income or other non-interest expense. The extent that such changes in fair value do not offset represents hedge ineffectiveness. Net cash flows from interest rate swaps on commercial loans/leases designated as hedging instruments in effective hedges of fair value are included in interest income on loans. For non-hedging derivative instruments, gains and losses due to changes in fair value and all cash flows are included in other non-interest income and other non-interest expense.
Amounts included in the consolidated statements of income related to interest rate derivatives designated as hedges of fair value were as follows:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2018
 
2017
 
2018
 
2017
Commercial loan/lease interest rate swaps:
 
 
 
 
 
 
 
Amount of gain (loss) included in interest income on loans
$
12

 
$
(149
)
 
$
1

 
$
(592
)
Amount of (gain) loss included in other non-interest expense

 
(2
)
 
(1
)
 
(5
)
As stated above, we enter into non-hedge related derivative positions primarily to accommodate the business needs of our customers. Upon the origination of a derivative contract with a customer, we simultaneously enter into an offsetting derivative contract with a third party financial institution. We recognize immediate income based upon the difference in the bid/ask spread of the underlying transactions with our customers and the third party. Because we act only as an intermediary for our customer, subsequent changes in the fair value of the underlying derivative contracts for the most part offset each other and do not significantly impact our results of operations.
Amounts included in the consolidated statements of income related to non-hedging interest rate, commodity and foreign currency derivative instruments are presented in the table below.
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2018
 
2017
 
2018
 
2017
Non-hedging interest rate derivatives:
 
 
 
 
 
 
 
Other non-interest income
$
699

 
$
1,085

 
$
2,889

 
$
2,062

Other non-interest expense
2

 

 
(2
)
 
1

Non-hedging commodity derivatives:
 
 
 
 
 
 
 
Other non-interest income
456

 
231

 
492

 
387

Non-hedging foreign currency derivatives:
 
 
 
 
 
 
 
Other non-interest income
53

 
83

 
203

 
101

Counterparty Credit Risk. Our credit exposure relating to interest rate swaps, commodity swaps/options and foreign currency forward contracts with bank customers was approximately $41.0 million at September 30, 2018. This credit exposure is partly mitigated as transactions with customers are generally secured by the collateral, if any, securing the underlying transaction being hedged. Our credit exposure, net of collateral pledged, relating to interest rate swaps, commodity swaps/options and foreign currency forward contracts with upstream financial institution counterparties was approximately $431 thousand at September 30, 2018. This amount was primarily related to excess collateral we posted to counterparties. Collateral levels for upstream financial institution counterparties are monitored and adjusted as necessary. See Note 9 – Balance Sheet Offsetting and Repurchase Agreements for additional information regarding our credit exposure with upstream financial institution counterparties.
The aggregate fair value of securities we posted as collateral related to derivative contracts totaled $7.0 million at September 30, 2018. At such date, we also had $26.7 million in cash collateral on deposit with other financial institution counterparties.

25

Table of Contents

Note 9 - Balance Sheet Offsetting and Repurchase Agreements
Balance Sheet Offsetting. Certain financial instruments, including resell and repurchase agreements and derivatives, may be eligible for offset in the consolidated balance sheet and/or subject to master netting arrangements or similar agreements. Our derivative transactions with upstream financial institution counterparties are generally executed under International Swaps and Derivative Association (“ISDA”) master agreements which include “right of set-off” provisions. In such cases there is generally a legally enforceable right to offset recognized amounts and there may be an intention to settle such amounts on a net basis. Nonetheless, we do not generally offset such financial instruments for financial reporting purposes.
Information about financial instruments that are eligible for offset in the consolidated balance sheet as of September 30, 2018 is presented in the following tables.
 
Gross Amount
Recognized
 
Gross Amount
Offset
 
Net Amount
Recognized
September 30, 2018
 
 
 
 
 
Financial assets:
 
 
 
 
 
Derivatives:
 
 
 
 
 
Loan/lease interest rate swaps and caps
$
7,413

 
$

 
$
7,413

Commodity swaps and options
1,344

 

 
1,344

Foreign currency forward contracts
18

 

 
18

Total derivatives
8,775

 

 
8,775

Resell agreements
12,142

 

 
12,142

Total
$
20,917

 
$

 
$
20,917

Financial liabilities:
 
 
 
 
 
Derivatives:
 
 
 
 
 
Loan/lease interest rate swaps
$
5,334

 
$

 
$
5,334

Commodity swaps and options
35,539

 

 
35,539

Foreign currency forward contracts
189

 

 
189

Total derivatives
41,062

 

 
41,062

Repurchase agreements
1,074,576

 

 
1,074,576

Total
$
1,115,638

 
$

 
$
1,115,638

 
 
 
Gross Amounts Not Offset
 
 
 
Net Amount
Recognized
 
Financial
Instruments
 
Collateral
 
Net
Amount
September 30, 2018
 
 
 
 
 
 
 
Financial assets:
 
 
 
 
 
 
 
Derivatives:
 
 
 
 
 
 
 
Counterparty A
$
1,477

 
$
(1,477
)
 
$

 
$

Counterparty B
1,963

 
(1,963
)
 

 

Counterparty C
75

 
(75
)
 

 

Other counterparties
5,260

 
(1,825
)
 
(3,223
)
 
212

Total derivatives
8,775

 
(5,340
)
 
(3,223
)
 
212

Resell agreements
12,142

 

 
(12,142
)
 

Total
$
20,917

 
$
(5,340
)
 
$
(15,365
)
 
$
212

Financial liabilities:
 
 
 
 
 
 
 
Derivatives:
 
 
 
 
 
 
 
Counterparty A
$
3,840

 
$
(1,477
)
 
$
(2,363
)
 
$

Counterparty B
6,627

 
(1,963
)
 
(4,453
)
 
211

Counterparty C
806

 
(75
)
 
(731
)
 

Other counterparties
29,789

 
(1,825
)
 
(25,908
)
 
2,056

Total derivatives
41,062

 
(5,340
)
 
(33,455
)
 
2,267

Repurchase agreements
1,074,576

 

 
(1,074,576
)
 

Total
$
1,115,638

 
$
(5,340
)
 
$
(1,108,031
)
 
$
2,267


26

Table of Contents

Information about financial instruments that are eligible for offset in the consolidated balance sheet as of December 31, 2017 is presented in the following tables.
 
Gross Amount
Recognized
 
Gross Amount
Offset
 
Net Amount
Recognized
December 31, 2017
 
 
 
 
 
Financial assets:
 
 
 
 
 
Derivatives:
 
 
 
 
 
Loan/lease interest rate swaps and caps
$
2,140

 
$

 
$
2,140

Commodity swaps and options
1,592

 

 
1,592

Foreign currency forward contracts
78

 

 
78

Total derivatives
3,810

 

 
3,810

Resell agreements
9,642

 

 
9,642

Total
$
13,452

 
$

 
$
13,452

Financial liabilities:
 
 
 
 
 
Derivatives:
 
 
 
 
 
Loan/lease interest rate swaps
$
13,413

 
$

 
$
13,413

Commodity swaps and options
13,774

 

 
13,774

Foreign currency forward contracts
188

 

 
188

Total derivatives
27,375

 

 
27,375

Repurchase agreements
1,117,199

 

 
1,117,199

Total
$
1,144,574

 
$

 
$
1,144,574

 
 
 
Gross Amounts Not Offset
 
 
 
Net Amount
Recognized
 
Financial
Instruments
 
Collateral
 
Net
Amount
December 31, 2017
 
 
 
 
 
 
 
Financial assets:
 
 
 
 
 
 
 
Derivatives:
 
 
 
 
 
 
 
Counterparty A
$
395

 
$
(395
)
 
$

 
$

Counterparty B
1,028

 
(1,028
)
 

 

Counterparty C
55

 
(55
)
 

 

Other counterparties
2,332

 
(1,830
)
 
(387
)
 
115

Total derivatives
3,810

 
(3,308
)
 
(387
)
 
115

Resell agreements
9,642

 

 
(9,642
)
 

Total
$
13,452

 
$
(3,308
)
 
$
(10,029
)
 
$
115

Financial liabilities:
 
 
 
 
 
 
 
Derivatives:
 
 
 
 
 
 
 
Counterparty A
$
7,397

 
$
(395
)
 
$
(7,002
)
 
$

Counterparty B
4,466

 
(1,028
)
 
(3,101
)
 
337

Counterparty C
1,520

 
(55
)
 
(1,450
)
 
15

Other counterparties
13,992

 
(1,830
)
 
(11,215
)
 
947

Total derivatives
27,375

 
(3,308
)
 
(22,768
)
 
1,299

Repurchase agreements
1,117,199

 

 
(1,117,199
)
 

Total
$
1,144,574

 
$
(3,308
)
 
$
(1,139,967
)
 
$
1,299


27

Table of Contents

Repurchase Agreements. We utilize securities sold under agreements to repurchase to facilitate the needs of our customers and to facilitate secured short-term funding needs. Securities sold under agreements to repurchase are stated at the amount of cash received in connection with the transaction. We monitor collateral levels on a continuous basis. We may be required to provide additional collateral based on the fair value of the underlying securities. Securities pledged as collateral under repurchase agreements are maintained with our safekeeping agents.
The remaining contractual maturity of repurchase agreements in the consolidated balance sheets as of September 30, 2018 and December 31, 2017 is presented in the following tables.
 
Remaining Contractual Maturity of the Agreements
 
Overnight and Continuous
 
Up to 30 Days
 
30-90 Days
 
Greater than 90 Days
 
Total
September 30, 2018
 
 
 
 
 
 
 
 
 
Repurchase agreements:
 
 
 
 
 
 
 
 
 
U.S. Treasury
$
1,067,059

 
$

 
$

 
$

 
$
1,067,059

Residential mortgage-backed securities
7,517

 

 

 

 
7,517

Total borrowings
$
1,074,576

 
$

 
$

 
$

 
$
1,074,576

Gross amount of recognized liabilities for repurchase agreements
 
$
1,074,576

Amounts related to agreements not included in offsetting disclosures above
 
$

 
 
 
 
 
 
 
 
 
 
December 31, 2017
 
 
 
 
 
 
 
 
 
Repurchase agreements:
 
 
 
 
 
 
 
 
 
U.S. Treasury
$
1,036,891

 
$

 
$

 
$

 
$
1,036,891

Residential mortgage-backed securities
80,308

 

 

 

 
80,308

Total borrowings
$
1,117,199

 
$

 
$

 
$

 
$
1,117,199

Gross amount of recognized liabilities for repurchase agreements
 
$
1,117,199

Amounts related to agreements not included in offsetting disclosures above
 
$

Note 10 - Stock-Based Compensation
A combined summary of activity in our active stock plans is presented in the table. Performance stock units outstanding are presented assuming attainment of the maximum payout rate as set forth by the performance criteria. As of September 30, 2018, there were 1,415,135 shares remaining available for grant for future stock-based compensation awards.
 
 
Director Deferred
Stock Units
Outstanding
 
Non-Vested Stock
Awards/Stock Units
Outstanding
 
Performance Stock Units Outstanding
 
Stock Options
Outstanding
 
 
Number of Units
 
Weighted-
Average
Fair Value
at Grant
 
Number
of Shares/Units
 
Weighted-
Average
Fair Value
at Grant
 
Number of Units
 
Weighted-
Average
Fair Value
at Grant
 
Number
of Shares
 
Weighted-
Average
Exercise
Price
Balance, January 1, 2018
 
53,008

 
$
64.87

 
312,656

 
$
81.71

 
80,103

 
$
79.91

 
2,917,142

 
$
63.34

Authorized
 

 

 

 

 

 

 

 

Granted
 
6,576

 
109.58

 

 

 

 

 

 

Exercised/vested
 
(10,674
)
 
63.68

 
(2,470
)
 
78.92

 

 

 
(434,687
)
 
61.12

Forfeited/expired
 

 

 
(4,836
)
 
87.00

 

 

 
(49,125
)
 
70.70

Balance, September 30, 2018
 
48,910

 
$
71.14

 
305,350

 
$
81.65

 
80,103

 
$
79.91

 
2,433,330

 
$
63.59


28

Table of Contents

Shares issued in connection with stock compensation awards are issued from available treasury shares. If no treasury shares are available, new shares are issued from available authorized shares. Shares issued in connection with stock compensation awards along with other related information were as follows:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2018
 
2017
 
2018
 
2017
New shares issued from available authorized shares

 
9,299

 

 
602,662

Issued from available treasury stock
19,232

 
13,425

 
447,831

 
172,137

Total
19,232

 
22,724

 
447,831

 
774,799

 
 
 
 
 
 
 
 
Proceeds from stock option exercises
$
1,119

 
$
1,274

 
$
26,567

 
$
45,422

Stock-based compensation expense is recognized ratably over the requisite service period for all awards. For most stock option awards, the service period generally matches the vesting period. For stock options granted to certain executive officers and for non-vested stock units granted to all participants, the service period does not extend past the date the participant reaches 65 years of age. Deferred stock units granted to non-employee directors generally have immediate vesting and the related expense is fully recognized on the date of grant. For performance stock units, the service period generally matches the three-year performance period specified by the award, however, the service period does not extend past the date the participant reaches 65 years of age. Expense recognized each period is dependent upon our estimate of the number of shares that will ultimately be issued.
Stock-based compensation expense and the related income tax benefit is presented in the following table.
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2018
 
2017
 
2018
 
2017
Stock options
$
960

 
$
1,532

 
$
3,064

 
$
4,892

Non-vested stock awards/stock units
1,357

 
813

 
4,196

 
2,747

Director deferred stock units

 

 
720

 
519

Performance stock units
479

 
377

 
1,576

 
855

Total
$
2,796

 
$
2,722

 
$
9,556

 
$
9,013

Income tax benefit
$
587

 
$
953

 
$
2,007

 
$
3,155

Unrecognized stock-based compensation expense at September 30, 2018 is presented in the table below. Unrecognized stock-based compensation expense related to performance stock units is presented assuming attainment of the maximum payout rate as set forth by the performance criteria.
Stock options
$
1,906

Non-vested stock awards/stock units
10,343

Performance stock units
3,553

Total
$
15,802


29

Table of Contents

Note 11 - Earnings Per Common Share
Earnings per common share is computed using the two-class method as more fully described in our 2017 Form 10-K. The following table presents a reconciliation of net income available to common shareholders, net earnings allocated to common stock and the number of shares used in the calculation of basic and diluted earnings per common share.
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2018
 
2017
 
2018
 
2017
Net income
$
117,844

 
$
93,131

 
$
335,665

 
$
263,625

Less: Preferred stock dividends
2,016

 
2,016

 
6,047

 
6,047

Net income available to common shareholders
115,828

 
91,115

 
329,618

 
257,578

Less: Earnings allocated to participating securities
750

 
475

 
2,178

 
1,346

Net earnings allocated to common stock
$
115,078

 
$
90,640

 
$
327,440

 
$
256,232

 
 
 
 
 
 
 
 
Distributed earnings allocated to common stock
$
42,811

 
$
36,174

 
$
121,907

 
$
107,194

Undistributed earnings allocated to common stock
72,267

 
54,466

 
205,533

 
149,038

Net earnings allocated to common stock
$
115,078

 
$
90,640

 
$
327,440

 
$
256,232

 
 
 
 
 
 
 
 
Weighted-average shares outstanding for basic earnings per common share
63,892,023

 
63,667,356

 
63,793,514

 
63,822,011

Dilutive effect of stock compensation
1,022,168

 
897,945

 
1,037,043

 
957,337

Weighted-average shares outstanding for diluted earnings per common share
64,914,191

 
64,565,301

 
64,830,557

 
64,779,348

Note 12 - Defined Benefit Plans
The components of the combined net periodic expense (benefit) for our defined benefit pension plans are presented in the table below.
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2018
 
2017
 
2018
 
2017
Expected return on plan assets, net of expenses
$
(2,979
)
 
$
(2,779
)
 
$
(8,937
)
 
$
(8,338
)
Interest cost on projected benefit obligation
1,475

 
1,547

 
4,424

 
4,642

Net amortization and deferral
1,250

 
1,357

 
3,751

 
4,072

Net periodic expense (benefit)
$
(254
)
 
$
125

 
$
(762
)
 
$
376

Our non-qualified defined benefit pension plan is not funded. No contributions to the qualified defined benefit pension plan were made during the nine months ended September 30, 2018. We do not expect to make any contributions to the qualified defined benefit plan during the remainder of 2018.
Note 13 - Income Taxes
Income tax expense was as follows:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2018
 
2017
 
2018
 
2017
Current income tax expense (benefit)
$
(1,152
)
 
$
15,224

 
$
955

 
$
44,636

Deferred income tax expense (benefit)
16,312

 
(5,332
)
 
39,198

 
(9,505
)
Income tax expense, as reported
$
15,160

 
$
9,892

 
$
40,153

 
$
35,131

 
 
 
 
 
 
 
 
Effective tax rate
11.4
%
 
9.6
%
 
10.7
%
 
11.8
%
Net deferred tax assets totaled $54.1 million at September 30, 2018 and $31.7 million at December 31, 2017. No valuation allowance for deferred tax assets was recorded at September 30, 2018 as management believes it is more likely than not that all of the deferred tax assets will be realized against deferred tax liabilities and projected future taxable income.
The effective income tax rates differed from the U.S. statutory federal income tax rates of 21% during 2018 and 35% during 2017 primarily due to the effect of tax-exempt income from loans, securities and life insurance policies and the income tax effects

30

Table of Contents

associated with stock-based compensation. The effective income tax rates for the three and nine months ended September 30, 2017 were also impacted by the correction of an over-accrual of taxes that resulted from incorrectly classifying certain tax-exempt loans as taxable for federal income tax purposes since 2013. As a result, we recognized tax benefits totaling $3.7 million, which included $2.9 million related to the 2013 through 2016 tax years and $756 thousand related to the first and second quarters of 2017. There were no unrecognized tax benefits during any of the reported periods. Interest and/or penalties related to income taxes are reported as a component of income tax expense. Such amounts were not significant during the reported periods.
We file income tax returns in the U.S. federal jurisdiction. We are no longer subject to U.S. federal income tax examinations by tax authorities for years before 2015.
Tax Cuts and Jobs Act. The Tax Cuts and Jobs Act was enacted on December 22, 2017 as more fully discussed in the 2017 Form 10-K. Among other things, the new law established a new, flat corporate federal statutory income tax rate of 21%. As a result, we remeasured our deferred tax assets and liabilities based on the new tax rate and recognized a provisional net tax benefit related to the remeasurement totaling $4.0 million. Notwithstanding the foregoing, we are still analyzing certain aspects of the new law and refining our calculations, which could affect the measurement of these assets and liabilities or give rise to new deferred tax amounts. Nonetheless, there has been no change to the provisional net tax benefit we recorded during the fourth quarter of 2017.
Note 14 - Other Comprehensive Income (Loss)
The before and after tax amounts allocated to each component of other comprehensive income (loss) are presented in the following table. Reclassification adjustments related to securities available for sale are included in net gain (loss) on securities transactions in the accompanying consolidated statements of income. Reclassification adjustments related to defined-benefit post-retirement benefit plans are included in the computation of net periodic pension expense (see Note 12 – Defined Benefit Plans).
 
Three Months Ended 
 September 30, 2018
 
Three Months Ended 
 September 30, 2017
 
Before Tax
Amount
 
Tax  Expense,
(Benefit)
 
Net of  Tax
Amount
 
Before Tax
Amount
 
Tax  Expense,
(Benefit)
 
Net of  Tax
Amount
Securities available for sale and transferred securities:
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized gain/loss during the period
$
(96,147
)
 
$
(20,190
)
 
$
(75,957
)
 
$
7,082

 
$
2,479

 
$
4,603

Change in net unrealized gain on securities transferred to held to maturity
(3,764
)
 
(790
)
 
(2,974
)
 
(3,514
)
 
(1,230
)
 
(2,284
)
Reclassification adjustment for net (gains) losses included in net income
34

 
7

 
27

 
4,867

 
1,703

 
3,164

Total securities available for sale and transferred securities
(99,877
)
 
(20,973
)
 
(78,904
)
 
8,435

 
2,952

 
5,483

Defined-benefit post-retirement benefit plans:
 
 
 
 
 
 
 
 
 
 
 
Change in the net actuarial gain/loss

 

 

 

 

 

Reclassification adjustment for net amortization of actuarial gain/loss included in net income as a component of net periodic cost (benefit)
1,250

 
262

 
988

 
1,357

 
475

 
882

Total defined-benefit post-retirement benefit plans
1,250

 
262

 
988

 
1,357

 
475

 
882

Total other comprehensive income (loss)
$
(98,627
)
 
$
(20,711
)
 
$
(77,916
)
 
$
9,792

 
$
3,427

 
$
6,365


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Nine Months Ended 
 September 30, 2018
 
Nine Months Ended 
 September 30, 2017
 
Before Tax
Amount
 
Tax  Expense,
(Benefit)
 
Net of  Tax
Amount
 
Before Tax
Amount
 
Tax  Expense,
(Benefit)
 
Net of  Tax
Amount
Securities available for sale and transferred securities:
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized gain/loss during the period
$
(286,935
)
 
$
(60,256
)
 
$
(226,679
)
 
$
131,283

 
$
45,949

 
$
85,334

Change in net unrealized gain on securities transferred to held to maturity
(8,424
)
 
(1,769
)
 
(6,655
)
 
(13,660
)
 
(4,781
)
 
(8,879
)
Reclassification adjustment for net (gains) losses included in net income
113

 
24

 
89

 
4,917

 
1,721

 
3,196

Total securities available for sale and transferred securities
(295,246
)
 
(62,001
)
 
(233,245
)
 
122,540

 
42,889

 
79,651

Defined-benefit post-retirement benefit plans:
 
 
 
 
 
 
 
 
 
 
 
Change in the net actuarial gain/loss

 

 

 

 

 

Reclassification adjustment for net amortization of actuarial gain/loss included in net income as a component of net periodic cost (benefit)
3,751

 
788

 
2,963

 
4,072

 
1,425

 
2,647

Total defined-benefit post-retirement benefit plans
3,751

 
788

 
2,963

 
4,072

 
1,425

 
2,647

Total other comprehensive income (loss)
$
(291,495
)
 
$
(61,213
)
 
$
(230,282
)
 
$
126,612

 
$
44,314

 
$
82,298

Activity in accumulated other comprehensive income (loss), net of tax, was as follows:
 
Securities
Available
For Sale
 
Defined
Benefit
Plans
 
Accumulated
Other
Comprehensive
Income
Balance January 1, 2018
$
117,230

 
$
(37,718
)
 
$
79,512

Other comprehensive income (loss) before reclassifications
(233,334
)
 

 
(233,334
)
Reclassification of amounts included in net income
89

 
2,963

 
3,052

Net other comprehensive income (loss) during period
(233,245
)
 
2,963

 
(230,282
)
Reclassification of certain income tax effects related to the change in the U.S. statutory federal income tax rate under the Tax Cuts and Jobs Act to retained earnings
17,557

 
(8,022
)
 
9,535

Balance at September 30, 2018
$
(98,458
)
 
$
(42,777
)
 
$
(141,235
)
 
 
 
 
 
 
Balance January 1, 2017
$
16,153

 
$
(40,776
)
 
$
(24,623
)
Other comprehensive income (loss) before reclassifications
76,455

 

 
76,455

Reclassification of amounts included in net income
3,196

 
2,647

 
5,843

Net other comprehensive income (loss) during period
79,651

 
2,647

 
82,298

Balance at September 30, 2017
$
95,804

 
$
(38,129
)
 
$
57,675


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Note 15 – Operating Segments
We are managed under a matrix organizational structure whereby our two primary operating segments, Banking and Frost Wealth Advisors, overlap a regional reporting structure. See our 2017 Form 10-K for additional information regarding our operating segments. Summarized operating results by segment were as follows:
 
Banking
 
Frost  Wealth
Advisors
 
Non-Banks
 
Consolidated
Revenues from (expenses to) external customers:
 
 
 
 
 
 
 
Three months ended:
 
 
 
 
 
 
 
September 30, 2018
$
295,062

 
$
36,868

 
$
(2,608
)
 
$
329,322

September 30, 2017
266,582

 
36,529

 
(2,285
)
 
300,826

Nine months ended:
 
 
 
 
 
 
 
September 30, 2018
$
874,056

 
$
106,475

 
$
(7,680
)
 
$
972,851

September 30, 2017
786,743

 
107,829

 
(5,669
)
 
888,903

Net income (loss):
 
 
 
 
 
 
 
Three months ended:
 
 
 
 
 
 
 
September 30, 2018
$
114,214

 
$
6,442

 
$
(2,812
)
 
$
117,844

September 30, 2017
88,368

 
6,417

 
(1,654
)
 
93,131

Nine months ended:
 
 
 
 
 
 
 
September 30, 2018
$
327,131

 
$
17,977

 
$
(9,443
)
 
$
335,665

September 30, 2017
250,766

 
17,990

 
(5,131
)
 
263,625


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Note 16 – Fair Value Measurements
The fair value of an asset or liability is the price that would be received to sell that asset or paid to transfer that liability in an orderly transaction occurring in the principal market (or most advantageous market in the absence of a principal market) for such asset or liability. In estimating fair value, we utilize valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. Such valuation techniques are consistently applied. Inputs to valuation techniques include the assumptions that market participants would use in pricing an asset or liability. ASC Topic 820 establishes a three-level fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. See our 2017 Form 10-K for additional information regarding the fair value hierarchy and a description of our valuation techniques.
Financial Assets and Financial Liabilities. The table below summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017, segregated by the level of the valuation inputs within the fair value hierarchy of ASC Topic 820 utilized to measure fair value.
 
Level 1
Inputs
 
Level 2
Inputs
 
Level 3
Inputs
 
Total Fair
Value
September 30, 2018
 
 
 
 
 
 
 
Securities available for sale:
 
 
 
 
 
 
 
U.S. Treasury
$
3,402,879

 
$

 
$

 
$
3,402,879

Residential mortgage-backed securities

 
756,371

 

 
756,371

States and political subdivisions

 
6,976,690

 

 
6,976,690

Other

 
42,651

 

 
42,651

Trading account securities:
 
 
 
 
 
 
 
U.S. Treasury
21,804

 

 

 
21,804

States and political subdivisions

 
434

 

 
434

Derivative assets:
 
 
 
 
 
 
 
Interest rate swaps, caps and floors

 
14,430

 

 
14,430

Commodity swaps and options

 
35,813

 
1,296

 
37,109

Foreign currency forward contracts
263

 

 

 
263

Derivative liabilities:
 
 
 
 
 
 
 
Interest rate swaps, caps and floors

 
26,867

 

 
26,867

Commodity swaps and options

 
36,848

 

 
36,848

Foreign currency forward contracts
189

 

 

 
189

December 31, 2017
 
 
 
 
 
 
 
Securities available for sale:
 
 
 
 
 
 
 
U.S. Treasury
$
3,445,153

 
$

 
$

 
$
3,445,153

Residential mortgage-backed securities

 
665,086

 

 
665,086

States and political subdivisions

 
6,336,209

 

 
6,336,209

Other

 
42,561

 

 
42,561

Trading account securities:
 
 
 
 
 
 
 
U.S. Treasury
19,210

 

 

 
19,210

States and political subdivisions

 
1,888

 

 
1,888

Derivative assets:
 
 
 
 
 
 
 
Interest rate swaps, caps and floors

 
20,022

 

 
20,022

Commodity swaps and options

 
14,408

 
1,233

 
15,641

Foreign currency forward contracts
415

 

 

 
415

Derivative liabilities:
 
 
 
 
 
 
 
Interest rate swaps, caps and floors

 
18,754

 

 
18,754

Commodity swaps and options

 
15,327

 

 
15,327

Foreign currency forward contracts
239

 

 

 
239


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Derivative assets, measured at fair value on a recurring basis using significant unobservable (Level 3) inputs during the reported periods consist of commodity swaps sold to loan customers. The significant unobservable (Level 3) inputs used in the fair value measurement of these commodity swaps sold to loan customers primarily relate to the probability of default and loss severity in the event of default. The probability of default is determined by the underlying risk grade of the loan (see Note 3 - Loans) underlying the commodity swap in that the probability of default increases as a loan’s risk grade deteriorates, while the loss severity is estimated through an analysis of the collateral supporting both the underlying loan and commodity swap. Generally, a change in the assumption used for the probability of default is accompanied by a directionally similar change in the assumption used for the loss severity. The weighted-average risk grade of loans underlying commodity swaps measured at fair value using significant unobservable (Level 3) inputs was 12.0 at both September 30, 2018 and December 31, 2017. The weighted-average loss severity in the event of default on the commodity swaps was 19.7% and 15.4% at September 30, 2018 and December 31, 2017, respectively. A reconciliation of the beginning and ending balances of derivative assets measured at fair value on a recurring basis using significant unobservable (Level 3) inputs is not presented as such amounts were not significant during the reported periods.
Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). Financial assets measured at fair value on a non-recurring basis during the reported periods include certain impaired loans reported at the fair value of the underlying collateral if repayment is expected solely from the collateral. The following table presents impaired loans that were remeasured and reported at fair value through a specific valuation allowance allocation of the allowance for loan losses based upon the fair value of the underlying collateral during the reported periods.
 
Nine Months Ended 
 September 30, 2018
 
Nine Months Ended 
 September 30, 2017
 
Level 2
 
Level 3
 
Level 2
 
Level 3
Carrying value of impaired loans before allocations
$
12,876

 
$
28,638

 
$

 
$
64,287

Specific valuation allowance (allocations) reversals of prior allocations
(2,599
)
 
4,256

 

 
(13,477
)
Fair value
$
10,277

 
$
32,894

 
$

 
$
50,810

Non-Financial Assets and Non-Financial Liabilities. We do not have any non-financial assets or non-financial liabilities measured at fair value on a recurring basis. Non-financial assets measured at fair value on a non-recurring basis during the reported periods include certain foreclosed assets which, upon initial recognition, were remeasured and reported at fair value through a charge-off to the allowance for loan losses and certain foreclosed assets which, subsequent to their initial recognition, were remeasured at fair value through a write-down included in other non-interest expense. The following table presents foreclosed assets that were remeasured and reported at fair value during the reported periods:
 
Nine Months Ended 
 September 30,
 
2018
 
2017
Foreclosed assets remeasured at initial recognition:
 
 
 
Carrying value of foreclosed assets prior to remeasurement
$
2,898

 
$

Charge-offs recognized in the allowance for loan losses

 

Fair value
$
2,898

 
$

Foreclosed assets remeasured subsequent to initial recognition:
 
 
 
Carrying value of foreclosed assets prior to remeasurement
$
1,823

 
$
89

Write-downs included in other non-interest expense
(473
)
 
(16
)
Fair value
$
1,350

 
$
73


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Financial Instruments Reported at Amortized Cost. The estimated fair values of financial instruments that are reported at amortized cost in our consolidated balance sheets, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value, were as follows:
 
September 30, 2018
 
December 31, 2017
 
Carrying
Amount
 
Estimated
Fair Value
 
Carrying
Amount
 
Estimated
Fair Value
Financial assets:
 
 
 
 
 
 
 
Level 2 inputs:
 
 
 
 
 
 
 
Cash and cash equivalents
$
3,419,489

 
$
3,419,489

 
$
5,053,047

 
$
5,053,047

Securities held to maturity
1,111,762

 
1,116,845

 
1,432,098

 
1,455,791

Cash surrender value of life insurance policies
182,603

 
182,603

 
180,477

 
180,477

Accrued interest receivable
137,553

 
137,553

 
167,508

 
167,508

Level 3 inputs:
 
 
 
 
 
 
 
Loans, net
13,677,260

 
13,621,005

 
12,990,301

 
12,981,165

Financial liabilities:
 
 
 
 
 
 
 
Level 2 inputs:
 
 
 
 
 
 
 
Deposits
26,348,854

 
26,342,071

 
26,872,389

 
26,866,676

Federal funds purchased and repurchase agreements
1,083,777

 
1,083,777

 
1,147,824

 
1,147,824

Junior subordinated deferrable interest debentures
136,227

 
137,115

 
136,184

 
137,115

Subordinated notes payable and other borrowings
98,669

 
98,875

 
98,552

 
105,311

Accrued interest payable
4,904

 
4,904

 
3,358

 
3,358

Under ASC Topic 825, entities may choose to measure eligible financial instruments at fair value at specified election dates. The fair value measurement option (i) may be applied instrument by instrument, with certain exceptions, (ii) is generally irrevocable and (iii) is applied only to entire instruments and not to portions of instruments. Unrealized gains and losses on items for which the fair value measurement option has been elected must be reported in earnings at each subsequent reporting date. During the reported periods, we had no financial instruments measured at fair value under the fair value measurement option.
Note 17 - Accounting Standards Updates
Information about certain recently issued accounting standards updates is presented below. Also refer to Note 20 - Accounting Standards Updates in our 2017 Form 10-K for additional information related to previously issued accounting standards updates.
Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 implements a common revenue standard that clarifies the principles for recognizing revenue. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We adopted ASU 2014-09 effective January 1, 2018. See Note 1 - Significant Accounting Policies for additional information.
ASU 2016-02, “Leases (Topic 842).” ASU 2016-02 will, among other things, require lessees to recognize a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model and ASC Topic 606, “Revenue from Contracts with Customers.” ASU 2016-02 will be effective for us on January 1, 2019 and initially required transition using a modified retrospective approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In July 2018, the Financial Accounting Standards Board issued ASU 2018-11 which, among other things, provides an additional transition method that would allow entities to not apply the guidance in ASU 2016-02 in the comparative periods presented in the financial statements and instead recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We are currently implementing a third-party vendor solution to assist us in the application of ASU 2016-02. We currently estimate that the adoption of ASU 2016-02 will result in the recognition of right-of-use assets and related lease liabilities totaling approximately $400 million to $500 million. We expect to elect to apply certain practical expedients provided under ASU 2016-02 whereby we will not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases and (iii) initial direct costs for any existing leases. We also do not expect to apply the recognition requirements of ASU 2016-02 to any short-term leases (as defined by related accounting guidance).

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Table of Contents

We expect to account for lease and non-lease components separately because such amounts are readily determinable under our lease contracts and because we expect this election will result in a lower impact on our balance sheet.
ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts and requires enhanced disclosures related to the significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. In addition, ASU 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. ASU 2016-13 will be effective on January 1, 2020. We are currently evaluating the potential impact of ASU 2016-13 on our financial statements. In that regard, we have formed a cross-functional working group, under the direction of our Chief Financial Officer and our Chief Risk Officer. The working group is comprised of individuals from various functional areas including credit, risk management, finance and information technology, among others. We are currently working through our implementation plan which includes assessment and documentation of processes, internal controls and data sources; model development and documentation; and system configuration, among other things. We are also in the process of implementing a third-party vendor solution to assist us in the application of the ASU 2016-13. The adoption of the ASU 2016-13 could result in an increase in the allowance for loan losses as a result of changing from an “incurred loss” model, which encompasses allowances for current known and inherent losses within the portfolio, to an “expected loss” model, which encompasses allowances for losses expected to be incurred over the life of the portfolio. Furthermore, ASU 2016-13 will necessitate that we establish an allowance for expected credit losses for certain debt securities and other financial assets. While we are currently unable to reasonably estimate the impact of adopting ASU 2016-13, we expect that the impact of adoption will be significantly influenced by the composition, characteristics and quality of our loan and securities portfolios as well as the prevailing economic conditions and forecasts as of the adoption date.
ASU 2017-08, “Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20) - Premium Amortization on Purchased Callable Debt Securities.” ASU 2017-08 shortens the amortization period for certain callable debt securities held at a premium to require such premiums to be amortized to the earliest call date unless applicable guidance related to certain pools of securities is applied to consider estimated prepayments. Under prior guidance, entities were generally required to amortize premiums on individual, non-pooled callable debt securities as a yield adjustment over the contractual life of the security. ASU 2017-08 does not change the accounting for callable debt securities held at a discount. ASU 2017-08 will be effective for us on January 1, 2019. The impact of adopting ASU 2017-08 will be significantly influenced by the composition of our securities portfolio as of that adoption date. Nonetheless, we currently expect to recognize a cumulative effect adjustment reducing retained earnings by approximately $11.3 million. Furthermore, we expect premium amortization expense for 2019 to be approximately $5.3 million higher than what would have been the case had we continued to amortize the affected securities to their respective maturity dates.
ASU 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220) - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income." Under ASU 2018-02, entities may elect to reclassify certain income tax effects related to the change in the U.S. statutory federal income tax rate under the Tax Cuts and Jobs Act, which was enacted on December 22, 2017, from accumulated other comprehensive income to retained earnings. ASU 2018-02 also requires certain accounting policy disclosures. We elected to adopt the provisions of ASU 2018-02 as of January 1, 2018 in advance of the required application date of January 1, 2019. See Note 1 - Significant Accounting Policies.
ASU 2018-05, "Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 118." ASU 2018-05 amends the Accounting Standards Codification to incorporate various SEC paragraphs pursuant to the issuance of SAB 118. SAB 118 addresses the application of generally accepted accounting principles in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Cuts and Jobs Act. See Note 13 - Income Taxes.
ASU 2018-13, “Fair Value Measurement (Topic 820) - Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 modifies the disclosure requirements on fair value measurements in Topic 820. The amendments in this update remove disclosures that no longer are considered cost beneficial, modify/clarify the specific requirements of certain disclosures, and add disclosure requirements identified as relevant. ASU 2018-13 will be effective for us on January 1, 2020, with early adoption permitted, and is not expected to have a significant impact on our financial statements.
ASU 2018-14, “Compensation - Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20).” ASU 2018-14 amends and modifies the disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans. The amendments in this update remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. ASU 2018-14 will be effective for us on January 1, 2021, with early adoption permitted, and is not expected to have a significant impact on our financial statements.

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ASU 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) - Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” ASU 2018-15 clarifies certain aspects of ASU 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement,” which was issued in April 2015. Specifically, ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU 2018-15 does not affect the accounting for the service element of a hosting arrangement that is a service contract. ASU 2018-15 will be effective for us on January 1, 2020, with early adoption permitted, and is not expected to have a significant impact on our financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Financial Review
Cullen/Frost Bankers, Inc.
The following discussion should be read in conjunction with our consolidated financial statements, and notes thereto, for the year ended December 31, 2017, and the other information included in the 2017 Form 10-K. Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results for the year ending December 31, 2018 or any future period.
Dollar amounts in tables are stated in thousands, except for per share amounts.
Forward-Looking Statements and Factors that Could Affect Future Results
Certain statements contained in this Quarterly Report on Form 10-Q that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in our future filings with the SEC, in press releases, and in oral and written statements made by us or with our approval that are not statements of historical fact and constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statements of plans, objectives and expectations of Cullen/Frost or its management or Board of Directors, including those relating to products, services or operations; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as “believes”, “anticipates”, “expects”, “intends”, “targeted”, “continue”, “remain”, “will”, “should”, “may” and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.
Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:
Local, regional, national and international economic conditions and the impact they may have on us and our customers and our assessment of that impact.
Volatility and disruption in national and international financial and commodity 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 we and our subsidiaries must comply.
The soundness of other financial institutions.
Political instability.
Impairment of our 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 our borrowers.
Technological changes.
The cost and effects of failure, interruption, or breach of security of our systems.
Acquisitions and integration of acquired businesses.
Our ability to increase market share and control expenses.
Our ability to attract and retain qualified employees.
Changes in the competitive environment in our 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 our vendors, internal control systems or information systems.

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Changes in our liquidity position.
Changes in our 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.
Our success at managing the risks involved in the foregoing items.
Forward-looking statements speak only as of the date on which such statements are made. We do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events.
Application of Critical Accounting Policies and Accounting Estimates
We follow accounting and reporting policies that conform, in all material respects, to accounting principles generally accepted in the United States and to general practices within the financial services industry. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. While we base estimates on historical experience, current information and other factors deemed to be relevant, actual results could differ from those estimates.
We consider accounting estimates to be critical to reported financial results if (i) the accounting estimate requires management to make assumptions about matters that are highly uncertain and (ii) different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on our financial statements. Accounting policies related to the allowance for loan losses are considered to be critical as these policies involve considerable subjective judgment and estimation by management.
For additional information regarding critical accounting policies, refer to Note 1 - Summary of Significant Accounting Policies and Note 3 - Loans in the notes to consolidated financial statements and the sections captioned “Application of Critical Accounting Policies and Accounting Estimates” and “Allowance for Loan Losses” in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the 2017 Form 10-K. There have been no significant changes in our application of critical accounting policies related to the allowance for loan losses since December 31, 2017.
Overview
A discussion of our results of operations is presented below. Certain reclassifications have been made to make prior periods comparable. Taxable-equivalent adjustments are the result of increasing income from tax-free loans and investments by an amount equal to the taxes that would be paid if the income were fully taxable based on the applicable 21% federal tax rate in 2018 and 35% federal tax rate in 2017, thus making tax-exempt yields comparable to taxable asset yields.

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Results of Operations
Net income available to common shareholders totaled $115.8 million, or $1.78 per diluted common share and $329.6 million, or $5.08 per diluted common share, for the three and nine months ended September 30, 2018 compared to $91.1 million, or $1.41 per diluted common share, and $257.6 million, or $3.98 per diluted common share, for the three and nine months ended September 30, 2017.
Selected data for the comparable periods was as follows:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2018
 
2017
 
2018
 
2017
Taxable-equivalent net interest income
$
265,687

 
$
264,406

 
$
778,754

 
$
774,819

Taxable-equivalent adjustment
24,022

 
45,195

 
70,071

 
132,311

Net interest income
241,665

 
219,211

 
708,683

 
642,508

Provision for loan losses
2,650

 
10,980

 
17,846

 
27,358

Net interest income after provision for loan losses
239,015

 
208,231

 
690,837

 
615,150

Non-interest income
87,657

 
81,615

 
264,168

 
246,395

Non-interest expense
193,668

 
186,823

 
579,187

 
562,789

Income before income taxes
133,004

 
103,023

 
375,818

 
298,756

Income taxes
15,160

 
9,892

 
40,153

 
35,131

Net income
117,844

 
93,131

 
335,665

 
263,625

Preferred stock dividends
2,016

 
2,016

 
6,047

 
6,047

Net income available to common shareholders
$
115,828

 
$
91,115

 
$
329,618

 
$
257,578

Earnings per common share – basic
$
1.80

 
$
1.43

 
$
5.13

 
$
4.02

Earnings per common share – diluted
1.78

 
1.41

 
5.08

 
3.98

Dividends per common share
0.67

 
0.57

 
1.91

 
1.68

Return on average assets
1.49
%
 
1.19
%
 
1.42
%
 
1.14
%
Return on average common equity
14.40

 
11.71

 
14.02

 
11.44

Average shareholders’ equity to average assets
10.79

 
10.63

 
10.63

 
10.43

Net income available to common shareholders increased $24.7 million, or 27.1%, for the three months ended September 30, 2018 and increased $72.0 million, or 28.0%, for the nine months ended September 30, 2018 compared to the same periods in 2017. The increase during the three months ended September 30, 2018 was primarily the result of a $22.5 million increase in net interest income, an $8.3 million decrease in the provision for loan losses and a $6.0 million increase in non-interest income partly offset by a $6.8 million increase in non-interest expense and a $5.3 million increase in income tax expense. The increase during the nine months ended September 30, 2018 was primarily the result of a $66.2 million increase in net interest income, a $17.8 million increase in non-interest income and a $9.5 million decrease in the provision for loan losses partly offset by a $16.4 million increase in non-interest expense and a $5.0 million increase in income tax expense.
Details of the changes in the various components of net income are further discussed below.
Net Interest Income
Net interest income is the difference between interest income on earning assets, such as loans and securities, and interest expense on liabilities, such as deposits and borrowings, which are used to fund those assets. Net interest income is our largest source of revenue, representing 72.8% of total revenue during the first nine months of 2018. Net interest margin is the ratio of taxable-equivalent net interest income to average earning assets for the period. The level of interest rates and the volume and mix of earning assets and interest-bearing liabilities impact net interest income and net interest margin.
The Federal Reserve influences the general market rates of interest, including the deposit and loan rates offered by many financial institutions. Our loan portfolio is significantly affected by changes in the prime interest rate. The prime rate began 2017 at 3.75% and remained at that level until March 2017, when it increased 25 basis points to 4.00%. During the remainder of 2017, the prime rate increased an additional 50 basis points (25 basis points in each of June and December) to end 2017 at 4.50%. During the first nine months of 2018, the prime rate increased 75 basis points (25 basis points in each of March, June, and September) to end the period at 5.25%. Our loan portfolio is also impacted by changes in the London Interbank Offered Rate (LIBOR). At September 30, 2018, the one-month and three-month U.S. dollar LIBOR interest rates were 2.26% and 2.40%, respectively, while at September 30, 2017, the one-month and three-month U.S. dollar LIBOR interest rates were 1.23% and 1.33%, respectively. The effective federal funds rate, which is the cost of immediately available overnight funds, began 2017 at 0.75% and subsequently increased 75 basis points (25 basis points in each of March, June and December) to end 2017 at 1.50%. During the first nine

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months of 2018, the effective federal funds rate increased 75 basis points (25 basis points in each of March, June and September) to end the period at 2.25%.
We are primarily funded by core deposits, with non-interest-bearing demand deposits historically being a significant source of funds. This lower-cost funding base is expected to have a positive impact on our net interest income and net interest margin in a rising interest rate environment. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) repealed the federal prohibitions on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts beginning July 21, 2011. To date, we have not experienced any significant additional interest costs as a result of the repeal. However, as market interest rates have increased, we have increased the interest rates we pay on most of our interest-bearing deposit products. See Item 3. Quantitative and Qualitative Disclosures About Market Risk elsewhere in this report for information about the expected impact of this legislation on our sensitivity to interest rates. Further analysis of the components of our net interest margin is presented below.
The following table presents the changes in taxable-equivalent net interest income and identifies the changes due to differences in the average volume of earning assets and interest-bearing liabilities and the changes due to changes in the average interest rate on those assets and liabilities. The changes in net interest income due to changes in both average volume and average interest rate have been allocated to the average volume change or the average interest rate change in proportion to the absolute amounts of the change in each. The comparison between the periods includes an additional change factor detailing the effect of the reduction in the U.S. statutory federal income tax rate under the Tax Cuts and Jobs Act, which was enacted on December 22, 2017, as further discussed in our 2017 Form 10-K.
 
Three Months Ended
 
September 30, 2018 vs. September 30, 2017
 
Increase (Decrease) Due to Change in
 
 
 
Rate
 
Volume
 
Tax Rate
 
Total
Interest-bearing deposits
$
5,636

 
$
(1,991
)
 
$

 
$
3,645

Federal funds sold and resell agreements
215

 
940

 

 
1,155

Securities:
 
 
 
 
 
 
 
Taxable
1,644

 
(3,508
)
 

 
(1,864
)
Tax-exempt
(1,742
)
 
7,966

 
(21,252
)
 
(15,028
)
Loans, net of unearned discounts
20,827

 
12,853

 
(1,631
)
 
32,049

Total earning assets
26,580

 
16,260

 
(22,883
)
 
19,957

Savings and interest checking
1,215

 
19

 

 
1,234

Money market deposit accounts
13,246

 
73

 

 
13,319

Time accounts
1,327

 
18

 

 
1,345

Public funds
648

 
(13
)
 

 
635

Federal funds purchased and repurchase agreements
1,766

 
3

 

 
1,769

Junior subordinated deferrable interest debentures
374

 

 

 
374

Subordinated notes payable and other notes
(2
)
 
2

 

 

Total interest-bearing liabilities
18,574

 
102

 

 
18,676

Net change
$
8,006

 
$
16,158

 
$
(22,883
)
 
$
1,281


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Nine Months Ended
 
September 30, 2018 vs. September 30, 2017
 
Increase (Decrease) Due to Change in
 
 
 
Rate
 
Volume
 
Tax Rate
 
Total
Interest-bearing deposits
$
17,639

 
$
(1,895
)
 
$

 
$
15,744

Federal funds sold and resell agreements
459

 
2,602

 

 
3,061

Securities:
 
 
 
 
 
 
 
Taxable
3,665

 
(12,612
)
 

 
(8,947
)
Tax-exempt
(8,481
)
 
18,174

 
(64,085
)
 
(54,392
)
Loans, net of unearned discounts
55,781

 
40,762

 
(2,908
)
 
93,635

Total earning assets
69,063

 
47,031

 
(66,993
)
 
49,101

Savings and interest checking
3,079

 
51

 

 
3,130

Money market deposit accounts
32,496

 
128

 

 
32,624

Time accounts
2,976

 
15

 

 
2,991

Public funds
2,024

 
(64
)
 

 
1,960

Federal funds purchased and repurchase agreements
2,625

 
83

 

 
2,708

Junior subordinated deferrable interest debentures
956

 
1

 

 
957

Subordinated notes payable and other notes
418

 
378

 

 
796

Total interest-bearing liabilities
44,574

 
592

 

 
45,166

Net change
$
24,489

 
$
46,439

 
$
(66,993
)
 
$
3,935

Taxable-equivalent net interest income for the three months ended September 30, 2018 increased $1.3 million, or 0.5%, while taxable-equivalent net interest income for the nine months ended September 30, 2018 increased $3.9 million, or 0.5%, compared to the same periods in 2017. Taxable-equivalent net interest income for the three and nine months ended September 30, 2018 was impacted by the reduction in the U.S. federal statutory income tax rate from 35% to 21% under the Tax Cuts and Jobs Act enacted on December 22, 2017. Taxable-equivalent net interest income for the three and nine months ended September 30, 2017 would have been lower by approximately $22.9 million and $67.0 million, respectively, based on a 21% tax rate rather than the 35% tax rate then in effect. Excluding the effect of the tax rate reduction whereby a 21% tax rate is used for each period, taxable-equivalent net interest income effectively increased approximately $24.2 million and $70.9 million during the three and nine months ended September 30, 2018, respectively, compared to the same periods in 2017. These effective increases in taxable-equivalent net interest income were primarily related to increases in the average yields on loans, interest-bearing deposits and taxable securities combined with increases in the average volumes of loans, tax-exempt securities and federal funds sold and resell agreements. The impact of these items was partly offset by increases in the average rates paid on interest-bearing deposits and other borrowed funds, decreases in the average volume of taxable securities and interest bearing deposits and decreases in the average yield on tax-exempt securities, notwithstanding the effect of the tax rate reduction.
The average volume of interest-earning assets for the three months ended September 30, 2018 increased $453.1 million, while the average volume of interest-earning assets for the nine months ended September 30, 2018 increased $674.9 million compared to the same periods in 2017. The increase in the average volume of interest-earning assets during the three months ended September 30, 2018 included a $1.1 billion increase in average loans and a $529.7 million increase in average tax-exempt securities partly offset by a $807.7 million decrease in average taxable securities and a $365.0 million decrease in average interest-bearing deposits and federal funds sold and resell agreements. The increase in the average volume of interest-earning assets during the nine months ended September 30, 2018 included a $1.2 billion increase in average loans and a $455.1 million increase in average tax-exempt securities partly offset by a $936.1 million decrease in average taxable securities and a $31.3 million decrease in average interest-bearing deposits and federal funds sold and resell agreements.
The taxable-equivalent net interest margin decreased 7 basis points from 3.73% during the three months ended September 30, 2017 to 3.66% during the three months ended September 30, 2018 and decreased 8 basis points from 3.69% during the nine months ended September 30, 2017 to 3.61% during the nine months ended September 30, 2018. The taxable-equivalent net interest margin for the three and nine months ended September 30, 2018 was impacted by the aforementioned reduction in the U.S. federal statutory income tax rate. The taxable-equivalent net interest margin for the three and nine months ended September 30, 2017 would have been lower by approximately 32 basis points in each period, respectively, based on a 21% tax rate rather than the 35% tax rate then in effect. Excluding the effect of the tax rate reduction whereby a 21% tax rate is used for each period, the taxable-equivalent net interest margin effectively increased 25 and 24 basis points during the three and nine months ended September 30, 2018, respectively, compared to the same periods in 2017. These effective increases were primarily related to increases in the average yields on loans, interest-bearing deposits and federal funds sold and resell agreements partly offset by increases in the average

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cost of interest-bearing deposits and other borrowed funds and decreases in the average yields on tax-exempt securities, notwithstanding the effects of the tax rate reduction.
The average taxable-equivalent yield on interest-earning assets increased 19 basis points from 3.85% during the three months ended September 30, 2017 to 4.04% during the three months ended September 30, 2018 and increased 12 basis points from 3.77% during the nine months ended September 30, 2017 to 3.89% during the nine months ended September 30, 2018. The increases in the average yield on interest earning assets during the three and nine months ended September 30, 2018 were primarily due to increases in the average yields on loans, interest-bearing deposits and federal funds sold and resell agreements mostly offset by decreases in the average taxable-equivalent yield on tax exempt securities, primarily because of the tax rate reduction, as further discussed below. The average taxable-equivalent yield on interest-earning assets is primarily impacted by changes in market interest rates, changes in the volume and relative mix of interest-earning assets and statutory tax rates.
The average taxable-equivalent yield on loans increased 58 basis points from 4.46% during the three months ended September 30, 2017 to 5.04% during the three months ended September 30, 2018 and increased 54 basis points from 4.32% during the nine months ended September 30, 2017 to 4.86% during the nine months ended September 30, 2018. The average taxable-equivalent yield on loans was positively impacted by the increases in market interest rates discussed above. Due to the relative proportion of our tax-exempt loan portfolio to total loans, the reduction in the U.S. federal statutory income tax rate did not significantly impact the overall average taxable-equivalent yield on loans during the nine months ended September 30, 2018. The average volume of loans for the nine months ended September 30, 2018 increased $1.2 billion, or 9.6%, compared to the same period in 2017. Loans made up approximately 46.9% of average interest-earning assets during the nine months ended September 30, 2018 compared to 43.8% during the same period in 2017.
The average taxable-equivalent yield on securities was 3.41% during the three months ended September 30, 2018, decreasing 53 basis points from 3.94% during the three months ended September 30, 2017 while the average taxable-equivalent yield on securities was 3.38% during the nine months ended September 30, 2018, decreasing 58 basis points from 3.96% during the nine months ended September 30, 2017. The decreases in the average taxable-equivalent yield on securities during the three and nine months ended September 30, 2018 were primarily related to decreases in the average taxable-equivalent yield on tax exempt securities partly offset by increases in the relative proportion of higher-yielding tax exempt securities to total securities and, to a lesser extent, an increase in the average yield on taxable securities. The average taxable-equivalent yield on tax-exempt securities decreased 127 basis points from 5.39% during the nine months ended September 30, 2017 to 4.12% during the nine months ended September 30, 2018. This decrease was primarily related to the aforementioned reduction in the U.S. federal statutory income tax rate.
The taxable-equivalent yield on tax exempt securities for the nine months ended September 30, 2017 would have been 118 basis points lower based on a 21% tax rate rather than the 35% tax rate then in effect. Excluding the effect of the tax rate reduction whereby a 21% tax rate is used for each period, the taxable-equivalent yield on tax exempt securities effectively decreased 9 basis points during the nine months ended September 30, 2018 compared to the same period in 2017. The overall average yield on total securities was positively impacted by a higher proportion of average securities invested in higher-yielding tax exempt securities during the nine months ended September 30, 2018 compared to the same period in 2017. Tax exempt securities made up approximately 65.0% of total average securities during the nine months ended September 30, 2018, compared to 58.8% during the same period in 2017. The average yield on taxable securities increased 10 basis points from 1.90% during the nine months ended September 30, 2017 to 2.00% during the nine months ended September 30, 2018. The average volume of total securities during the nine months ended September 30, 2018 decreased $481.0 million, or 3.9%, compared to the same period in 2017. Securities made up approximately 41.4% of average interest-earning assets during the nine months ended September 30, 2018 compared to 44.1% during the same period in 2017.
Average interest-bearing deposits, federal funds sold and resell agreements for the three and nine months ended September 30, 2018 decreased $365.0 million, or 10.7%, and $31.3 million, or 0.9%, compared to the same periods in 2017, respectively. Interest-bearing deposits, federal funds sold and resell agreements made up approximately 10.6% and 11.7% of average interest-earning assets during the three and nine months ended September 30, 2018 compared to 12.1% during both the three and nine months ended September 30, 2017. The combined average yield on interest-bearing deposits, federal funds sold and resell agreements was 2.05% and 1.83% during the three and nine months ended September 30, 2018, respectively, compared to 1.28% and 1.07% during the same periods in 2017, respectively. As discussed above, the effective federal funds rate began 2017 at 0.75% and subsequently increased 75 basis points (25 basis points in each of March, June and December) to end 2017 at 1.50%. During the first nine months of 2018, the effective federal funds rate increased 75 basis points (25 basis points in each of March, June and September) to end the period at 2.25%.
The average rate paid on interest-bearing liabilities was 0.64% and 0.49% during the three and nine months ended September 30, 2018, respectively, increasing 43 basis points and 36 basis points, respectively, from 0.21% and 0.13% during the same periods in 2017. Average deposits increased $402.4 million ($468.5 million increase in interest-bearing net of a $66.1 million decrease in

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non-interest bearing) during the three months ended September 30, 2018 compared to the same period in 2017, while average deposits increased $471.9 million ($435.1 million interest-bearing and $36.9 million non-interest bearing) during the nine months ended September 30, 2018 compared to the same period in 2017. The ratio of average interest-bearing deposits to total average deposits was 59.1% and 58.9% during the three and nine months ended September 30, 2018, respectively, compared to 58.2% and 58.3% during the same periods of 2017. The average cost of deposits is primarily impacted by changes in market interest rates as well as changes in the volume and relative mix of interest-bearing deposits. The average cost of interest-bearing deposits and total deposits was 0.57% and 0.34%, respectively, during the three months ended September 30, 2018 compared to 0.15% and 0.09%, respectively, during the three months ended September 30, 2017 while the average cost of interest-bearing deposits and total deposits was 0.44% and 0.26%, respectively, during the nine months ended September 30, 2018 compared to 0.09% and 0.05%, respectively, during the nine months ended September 30, 2017. The average cost of deposits during 2018 was impacted by increases in the interest rates we pay on most of our interest-bearing deposit products as a result of the aforementioned increases in market interest rates.
Our net interest spread, which represents the difference between the average rate earned on earning assets and the average rate paid on interest-bearing liabilities, was 3.40% during both the three and nine months ended September 30, 2018 compared to 3.64% during both the three and nine months ended September 30, 2017. Our net interest spread during the nine months ended September 30, 2018 was negatively impacted by the aforementioned reduction in the U.S. federal statutory income tax rate, which limited growth in the average taxable-equivalent yield on interest earning assets despite increases in market interest rates. The net interest spread during the nine months ended September 30, 2018 was further negatively impacted by the increases in the average cost of interest-bearing deposits and other borrowed funds. The net interest spread, as well as the net interest margin, will be impacted by future changes in short-term and long-term interest rate levels, as well as the impact from the competitive environment. A discussion of the effects of changing interest rates on net interest income is set forth in Item 3. Quantitative and Qualitative Disclosures About Market Risk included elsewhere in this report.
Our hedging policies permit the use of various derivative financial instruments, including interest rate swaps, swaptions, caps and floors, to manage exposure to changes in interest rates. Details of our derivatives and hedging activities are set forth in Note 8 - Derivative Financial Instruments in the accompanying notes to consolidated financial statements included elsewhere in this report. Information regarding the impact of fluctuations in interest rates on our derivative financial instruments is set forth in Item 3. Quantitative and Qualitative Disclosures About Market Risk included elsewhere in this report.
Provision for Loan Losses
The provision for loan losses is determined by management as the amount to be added to the allowance for loan losses after net charge-offs have been deducted to bring the allowance to a level which, in management’s best estimate, is necessary to absorb inherent losses within the existing loan portfolio. The provision for loan losses totaled $2.7 million and $17.8 million for the three and nine months ended September 30, 2018 compared to $11.0 million and $27.4 million for the three and nine months ended September 30, 2017. See the section captioned “Allowance for Loan Losses” elsewhere in this discussion for further analysis of the provision for loan losses.
Non-Interest Income
The components of non-interest income were as follows:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2018
 
2017
 
2018
 
2017
Trust and investment management fees
$
30,801

 
$
27,493

 
$
89,509

 
$
81,690

Service charges on deposit accounts
21,569

 
20,967

 
63,554

 
62,934

Insurance commissions and fees
11,037

 
10,892

 
37,573

 
34,441

Interchange and debit card transaction fees
3,499

 
5,884

 
10,103

 
17,150

Other charges, commissions and fees
9,580

 
10,493

 
27,860

 
29,983

Net gain (loss) on securities transactions
(34
)
 
(4,867
)
 
(113
)
 
(4,917
)
Other
11,205

 
10,753

 
35,682

 
25,114

Total
$
87,657

 
$
81,615

 
$
264,168

 
$
246,395

Total non-interest income for the three and nine months ended September 30, 2018 increased $6.0 million, or 7.4%, and increased $17.8 million, or 7.2%, compared to the same periods in 2017, respectively. Changes in the various components of non-interest income are discussed in more detail below.
Trust and Investment Management Fees. Trust and investment management fees for the three and nine months ended September 30, 2018 increased $3.3 million, or 12.0%, and increased $7.8 million, or 9.6%, compared to the same periods in 2017,

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respectively. Investment fees are the most significant component of trust and investment management fees, making up approximately 82.5% and 83.5% of total trust and investment management fees for the first nine months of 2018 and 2017, respectively. Investment and other custodial account fees are generally based on the market value of assets within a trust account. Volatility in the equity and bond markets impacts the market value of trust assets and the related investment fees.
The increase in trust and investment management fees during the three and nine months ended September 30, 2018 compared to the same periods in 2017 was primarily the result of increases in trust investment fees (up $2.1 million and $5.6 million, respectively) and increases in oil and gas fees (up $878 thousand and $2.1 million, respectively). The increase in trust investment fees during 2018 was due to higher average equity valuations. The increase in oil and gas fees during 2018 was related to an increase in energy prices and new business, partly driven by enhancements to our service offering.
At September 30, 2018, trust assets, including both managed assets and custody assets, were primarily composed of equity securities (52.1% of assets), fixed income securities (36.3% of assets) and cash equivalents (6.6% of assets). The estimated fair value of these assets was $34.7 billion (including managed assets of $15.6 billion and custody assets of $19.1 billion) at September 30, 2018, compared to $32.8 billion (including managed assets of $14.1 billion and custody assets of $18.7 billion) at December 31, 2017 and $31.0 billion (including managed assets of $13.9 billion and custody assets of $17.2 billion) at September 30, 2017.
Service Charges on Deposit Accounts. Service charges on deposit accounts for the three months ended September 30, 2018 increased $602 thousand, or 2.9%, compared to the same period in 2017. The increase was primarily related to increases in overdraft/insufficient funds charges on consumer and commercial accounts (up $977 thousand and $252 thousand, respectively) partly offset by a decrease in commercial service charges (down $669 thousand). Service charges on deposit accounts for the nine months ended September 30, 2018 increased $620 thousand compared to the same period in 2017. The increase was primarily related to increases in overdraft/insufficient funds charges on consumer and commercial accounts (up $1.6 million and $476 thousand, respectively) and consumer service charges (up $589 thousand) partly offset by a decrease in commercial service charges (down $2.0 million). Overdraft/insufficient funds charges totaled $10.0 million ($7.8 million consumer and $2.2 million commercial) during the three months ended September 30, 2018 compared to $8.7 million ($6.8 million consumer and $2.0 million commercial) during the same period in 2017. Overdraft/insufficient funds charges totaled $28.0 million ($21.6 million consumer and $6.4 million commercial) during the nine months ended September 30, 2018 compared to $25.9 million ($20.0 million consumer and $5.9 million commercial) during the same period in 2017.
Insurance Commissions and Fees. Insurance commissions and fees for the three months ended September 30, 2018 increased $145 thousand, or 1.3%, compared to the same period in 2017. The increase was related to increases in commission income (up $230 thousand) partly offset by a decrease in contingent income (down $85 thousand). Insurance commissions and fees for the nine months ended September 30, 2018 increased $3.1 million, or 9.1%, compared to the same period in 2017. The increase was related to increases in commission income (up $2.4 million) and contingent income (up $773 thousand). The increases in commission income during the three and nine months ended September 30, 2018 were primarily related to increases in commissions on property and casualty policies and benefit plan commissions due to increased business volumes. Insurance commissions and fees include contingent income totaling $273 thousand and $4.2 million during the three and nine months ended September 30, 2018, respectively, and $358 thousand and $3.4 million during the same periods in 2017. Contingent income primarily consists of amounts received from various property and casualty insurance carriers related to the loss performance of insurance policies previously placed. These performance related contingent payments are seasonal in nature and are mostly received during the first quarter of each year. This performance related contingent income totaled $3.1 million and $2.1 million during the nine months ended September 30, 2018 and 2017, respectively. The increase in performance related contingent income during 2018 was related to growth within the portfolio and improvement in the loss performance of insurance policies previously placed. Contingent income also includes amounts received from various benefit plan insurance companies related to the volume of business generated and/or the subsequent retention of such business. This benefit plan related contingent income totaled $200 thousand and $1.1 million during the three and nine months ended September 30, 2018, respectively, and $311 thousand and $1.3 million during the same periods in 2017.
Interchange and Debit Card Transaction Fees. Interchange fees, or “swipe” fees, are charges that merchants pay to us and other card-issuing banks for processing electronic payment transactions. Interchange and debit card transaction fees consist of income from check card usage, point of sale income from PIN-based debit card transactions and ATM service fees. Beginning in 2018, in connection with the adoption of Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” interchange and debit card transaction fees are reported net of related network costs. See Note 1 - Significant Accounting Policies. Previously, such network costs were reported as a component of other non-interest expense. Interchange and debit card transaction fees for the three and nine months ended September 30, 2018 reported on a net basis totaled $3.5 million and $10.1 million, respectively, while interchange and debit card transaction fees for the three and nine months ended September 30, 2017 reported on a gross basis totaled $5.9 million and $17.2 million, respectively. A comparison of gross and net interchange and debit card transaction fees for the reported periods is presented in the table below:

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Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2018
 
2017
 
2018
 
2017
Income from debit card transactions
$
5,484

 
$
4,907

 
$
16,075

 
$
14,309

ATM service fees
991

 
977

 
2,954

 
2,841

Gross interchange and debit card transaction fees
6,475

 
5,884

 
19,029

 
17,150

Network costs
2,976

 
2,980

 
8,926

 
9,094

Net interchange and debit card transaction fees
$
3,499

 
$
2,904

 
$
10,103

 
$
8,056

The increase in interchange and debit card transaction fees during 2018, on a net basis, was primarily related to increased transaction volumes.
Federal Reserve rules applicable to financial institutions that have assets of $10 billion or more provide that the maximum permissible interchange fee for an electronic debit transaction is the sum of 21 cents per transaction and 5 basis points multiplied by the value of the transaction. An upward adjustment of no more than 1 cent to an issuer's debit card interchange fee is allowed if the card issuer develops and implements policies and procedures reasonably designed to achieve certain fraud-prevention standards. The Federal Reserve also has rules governing routing and exclusivity that require issuers to offer two unaffiliated networks for routing transactions on each debit or prepaid product.
Other Charges, Commissions and Fees. Other charges, commissions and fees for the three months ended September 30, 2018 decreased $913 thousand, or 8.7%, compared to the same period in 2017. The decrease was primarily related to decreases in loan processing fees (down $1.0 million) and income from corporate finance and capital market advisory services (down $454 thousand) partly offset by increases in income from the sale of life insurance (up $327 thousand), among other things. Other charges, commissions and fees for the nine months ended September 30, 2018 decreased $2.1 million, or 7.1%, compared to the same period in 2017. The decrease was primarily related to decreases in loan processing fees (down $2.2 million) and income from corporate finance and capital market advisory services (down $624 thousand) partly offset by increases in income from the sale of money market accounts and life insurance (up $356 thousand and $293 thousand, respectively).
Net Gain/Loss on Securities Transactions. During the nine months ended September 30, 2018, and 2017, we sold certain available-for-sale U.S Treasury securities with amortized costs totaling $13.8 billion and $8.2 billion and realized net losses of $113 thousand and $50 thousand on those sales, respectively. The sales were primarily related to securities purchased and subsequently sold in the same period of their purchase in connection with our tax planning strategies related to the Texas franchise tax. The gross proceeds from the sales of these securities outside of Texas are included in total revenues/receipts from all sources reported for Texas franchise tax purposes, which results in a reduction in the overall percentage of revenues/receipts apportioned to Texas and subjected to taxation under the Texas franchise tax. During the third quarter of 2017, we also sold certain other available-for-sale U.S. Treasury securities with an amortized cost totaling $751.4 million and realized a net loss of $4.9 million on those sales. These securities were sold with the intent to reinvest the sales proceeds in higher yielding debt securities and other investments.
Other Non-Interest Income. Other non-interest income for the three months ended September 30, 2018 increased $452 thousand, or 4.2%, compared to the same period in 2017. The increase during the three months ended September 30, 2018 was primarily related to increases in sundry and other miscellaneous income (up $1.6 million) and income from customer foreign currency transactions (up $205 thousand), among other things, partly offset by decreases in public finance underwriting fees (down $1.2 million) and income from customer derivative and trading activities (down $140 thousand), among other things. Other non-interest income for the nine months ended September 30, 2018 increased $10.6 million, or 42.1%, compared to the same period in 2017. The increase during the nine months ended September 30, 2018 was primarily related to increases in sundry and other miscellaneous income (up $4.7 million), gains on the sale of foreclosed and other assets (up $4.6 million), income from customer derivative and trading activities (up $1.5 million) and income from customer foreign currency transactions (up $541 thousand), among other things, partly offset by decreases in public finance underwriting fees (down $668 thousand), among other things. Sundry and other miscellaneous income during the first nine months of 2018 included $4.5 million related to the recovery of prior write-offs, $1.2 million related to a distribution from a private equity investment and $775 thousand related to the settlement of an insurance claim, among other things. Sundry and other miscellaneous income during the first nine months of 2017 included $1.2 million related to the collection of amounts charged-off by Western National Bank prior to our acquisition, $864 thousand related to the settlement of a non-solicitation agreement and $541 related to the recovery of prior-write offs, among other things. Gains on the sale of foreclosed and other assets during the first nine months of 2018 included $4.2 million related to gains on the sale of various branch and operational facilities. The fluctuations in income from customer derivative and trading activities, public finance underwriting fees and income from customer foreign currency transactions during the first nine months of 2018 were primarily related to changes in business volumes.

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Non-Interest Expense
The components of non-interest expense were as follows:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2018
 
2017
 
2018
 
2017
Salaries and wages
$
87,547

 
$
84,388

 
$
259,434

 
$
247,895

Employee benefits
18,355

 
17,730

 
58,257

 
57,553

Net occupancy
19,894

 
19,391

 
59,089

 
57,781

Technology, furniture and equipment
21,004

 
18,743

 
61,142

 
54,983

Deposit insurance
4,694

 
4,862

 
14,178

 
15,347

Intangible amortization
336

 
405

 
1,093

 
1,301

Other
41,838

 
41,304

 
125,994

 
127,929

Total
$
193,668

 
$
186,823

 
$
579,187

 
$
562,789

Total non-interest expense for the three and nine months ended September 30, 2018 increased $6.8 million, or 3.7%, and increased $16.4 million, or 2.9%, compared to the same periods in 2017. Changes in the various components of non-interest expense are discussed below.
Salaries and Wages. Salaries and wages for the three and nine months ended September 30, 2018 increased $3.2 million, or 3.7%, and increased $11.5 million, or 4.7%, compared to the same periods in 2017. The increase was primarily related to an increase in salaries, due to an increase in the number of employees and normal annual merit and market increases, as well as an increase in incentive compensation.
Employee Benefits. Employee benefits expense for the three months ended September 30, 2018 increased $625 thousand, or 3.5%, compared to the same period in 2017. The increase was primarily due to increases in medical insurance expense (up $760 thousand), expenses related to our 401(k) and profit sharing plans (up $207 thousand) and payroll taxes (up $202 thousand) partly offset by a decrease in in expenses related to our defined benefit retirement plans, as further discussed below. Employee benefits expense for the nine months ended September 30, 2018 increased $704 thousand, or 1.2%, compared to the same period in 2017. The increase was primarily due to increases in payroll taxes (up $746 thousand), expenses related to our 401(k) and profit sharing plans (up $697 thousand) and medical insurance expense (up $612 thousand) partly offset by decreases in expenses related to our defined benefit retirement plans, as further discussed below.
During the three and nine months ended September 30, 2018, we recognized a combined net periodic pension benefit of $254 thousand and $762 thousand, respectively, related to our defined benefit retirement plans compared to a combined net periodic pension expense of $125 thousand and $376 thousand during the same periods in 2017. Our defined benefit retirement and restoration plans were frozen effective as of December 31, 2001 and were replaced by a profit sharing plan. Management believes these actions helped to reduce the volatility in retirement plan expense. However, we still have funding obligations related to the defined benefit and restoration plans and could recognize retirement expense related to these plans in future years, which would be dependent on the return earned on plan assets, the level of interest rates and employee turnover. See Note 12 - Defined Benefit Plans for additional information related to our net periodic pension benefit/cost.
Net Occupancy. Net occupancy expense for the three and nine months ended September 30, 2018 increased $503 thousand, or 2.6%, and $1.3 million, or 2.3%, respectively, compared to the same periods in 2017. The increase during the three months ended September 30, 2018 was primarily related to increases in repairs and maintenance/service contracts expense (up $681 thousand), lease expense (up $450 thousand) partly offset by a decrease in property taxes (down $562 thousand). The increase during the nine months ended September 30, 2018 was primarily related to increases in lease expense (up $1.4 million) and repairs and maintenance/service contracts expense (up $899 thousand) partly offset by a decrease in property taxes (down $938 thousand).
Technology, Furniture and Equipment. Technology, furniture and equipment expense for the three and nine months ended September 30, 2018 increased $2.3 million, or 12.1%, and $6.2 million, or 11.2%, respectively, compared to the same periods in 2017. The increases were primarily related to increases in software maintenance (up $1.4 million and $4.2 million for the three and nine months ended September 30, 2018, respectively), software amortization (up $504 thousand and $1.4 million for the three and nine months ended September 30, 2018, respectively), depreciation on furniture and equipment (up $492 thousand and $238 thousand for the three and nine months ended September 30, 2018, respectively) and, for the nine months ended September 30, 2018, service contracts expense (up $407 thousand).
Deposit Insurance. Deposit insurance expense totaled $4.7 million and $14.2 million for the three and nine months ended September 30, 2018 compared to $4.9 million and $15.3 million for the three and nine months ended September 30, 2017. The decrease in deposit insurance expense during 2018 was mostly related to a decrease in our base assessment rate. The level of

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deposit insurance expense during the comparable periods was impacted by a surcharge that became applicable during the third quarter of 2016. In August 2016, the Federal Deposit Insurance Corporation (“FDIC”) announced that the Deposit Insurance Fund (“DIF”) reserve ratio had surpassed 1.15% as of June 30, 2016. As a result, beginning in the third quarter of 2016, the range of initial assessment rates for all institutions was adjusted downward and institutions with $10 billion or more in assets were assessed a quarterly surcharge. The quarterly surcharge will continue to be assessed until such time as the reserve ratio reaches the statutory minimum of 1.35% required by the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Intangible Amortization. Intangible amortization is primarily related to core deposit intangibles and, to a lesser extent, intangibles related to customer relationships and non-compete agreements. Intangible amortization for the three and nine months ended September 30, 2018 decreased $69 thousand, or 17.0%, and $208 thousand, or 16.0%, respectively, compared to the same periods in 2017. The decrease in amortization was primarily related to the completion of amortization of certain previously recognized intangible assets as well as a reduction in the annual amortization rate of certain previously recognized intangible assets as we use an accelerated amortization approach which results in higher amortization rates during the earlier years of the useful lives of intangible assets.
Other Non-Interest Expense. Other non-interest expense for the three and nine months ended September 30, 2018 increased $534 thousand, or 1.3%, and decreased $1.9 million, or 1.5%, compared to the same periods in 2017. As discussed above in the section captioned “Interchange and Debit Card Transaction Fees,” in connection with the adoption of ASU 2014-09 in 2018, network costs associated with debit card and ATM transactions are now reported netted against the related fees from such transactions and included in Interchange and Debit Card Transaction Fees in the accompanying Consolidated Statement of Income for the three and nine months ended September 30, 2018. Previously, such network costs were reported as a component of other non-interest expense. Network costs associated with debit card and ATM transactions during the three and nine months ended September 30, 2018 totaled $3.0 million and $8.9 million, respectively, compared to $3.0 million and $9.1 million during the same periods in 2017. Excluding network costs from the three months ended September 30, 2017, other non-interest expense effectively increased $3.5 million, or 9.2%, during the three months ended September 30, 2018. This effective increase included increases in advertising/promotions expense, partly related to new sponsorship arrangements, (up $2.9 million); professional services expense (up $1.9 million); and platform/management fees related to Frost Investment Advisors and Frost Investment Services (up $604 thousand); among other things. These items were partly offset by decreases in fraud losses (down $462 thousand), data communications expense (down $416 thousand) and sundry and other miscellaneous expenses (down $383 thousand), among other things. Excluding network costs from the nine months ended September 30, 2017, other non-interest expense effectively increased $7.2 million, or 6.0%, during the nine months ended September 30, 2018. This increase included increases in professional services expense (up $6.6 million), donations expense related to a contributions to our charitable foundation (up $4.2 million), platform/management fees related to Frost Investment Advisors and Frost Investment Services (up $1.1 million), outside computer services expense (up $667 thousand) and advertising/promotions expense (up $551 thousand), among other things. These items were partly offset by decreases in fraud losses, primarily related to check cards, (down $2.6 million); data communications expense (down $1.1 million); and travel/meals and entertainment expense (down $729 thousand); among other things.
The increase in professional services expense during 2018 was partly related to a data security incident during the first quarter of 2018 which resulted in unauthorized access to a third-party lockbox software program used by certain of our commercial lockbox customers to store digital images. We have stopped the identified unauthorized access and are working with a leading cybersecurity firm. We have reported the incident to, and are cooperating with, law-enforcement authorities and our investigation is ongoing. We have contacted each of the affected commercial customers and are working with them to support them in taking appropriate actions. The identified incident did not impact other Frost systems. As of September 30, 2018, out-of-pocket costs incurred related to this incident totaled $1.9 million, of which $415 thousand was incurred in the third quarter of 2018.
Results of Segment Operations
Our operations are managed along two primary operating segments: Banking and Frost Wealth Advisors. A description of each business and the methodologies used to measure financial performance is described in Note 15 - Operating Segments in the accompanying notes to consolidated financial statements included elsewhere in this report. Net income (loss) by operating segment is presented below:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2018
 
2017
 
2018
 
2017
Banking
$
114,214

 
$
88,368

 
$
327,131

 
$
250,766

Frost Wealth Advisors
6,442

 
6,417

 
17,977

 
17,990

Non-Banks
(2,812
)
 
(1,654
)
 
(9,443
)
 
(5,131
)
Consolidated net income
$
117,844

 
$
93,131

 
$
335,665

 
$
263,625


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Banking
Net income for the three and nine months ended September 30, 2018 increased $25.8 million, or 29.2%, and increased $76.4 million, or 30.5%, compared to the same periods in 2017, respectively. The increases during the three and nine months ended September 30, 2018 compared to the same periods in 2017 were primarily the result of increases in net interest income (up $26.4 million and $77.6 million respectively) and non-interest income (up $2.1 million and $9.7 million respectively) and decreases in the provision for loan losses (down $8.3 million and $9.5 million respectively) partly offset by increases in non-interest expense (up $4.6 million and $12.1 million respectively) and income tax expense (up $6.3 million and $8.4 million respectively).
Net interest income for the three and nine months ended September 30, 2018 increased $26.4 million, or 12.2%, and increased $77.6 million, or 12.2%, compared to the same periods in 2017, respectively. The increases during the three and nine months ended September 30, 2018 were primarily related to increases in the average yields on loans, interest-bearing deposits and taxable securities combined with increases in the average volumes of loans, tax-exempt securities and federal funds sold and resell agreements. The impact of these items were partly offset by increases in the average rates paid on interest-bearing deposits and other borrowed funds, decreases in the average volume of taxable securities and interest bearing deposits and decreases in the average yield on tax-exempt securities. See the analysis of net interest income included in the section captioned “Net Interest Income” included elsewhere in this discussion.
The provision for loan losses for the three and nine months ended September 30, 2018 totaled $2.6 million and $17.8 million compared to $11.0 million and $27.4 million for the same periods in 2017. See the analysis of the provision for loan losses included in the section captioned “Allowance for Loan Losses” included elsewhere in this discussion.
Non-interest income for the three and nine months ended September 30, 2018 increased $2.1 million, or 4.2%, and increased $9.7 million, or 6.4%, compared to the same periods in 2017. The increase during the three months ended September 30, 2018 was primarily due to a decrease in the net loss on securities transactions and an increase in service charges on deposit accounts partly offset by decreases in interchange and debit card transaction fees and other charges, commissions and fees. The increase during the nine months ended September 30, 2018 was primarily due to increases in other non-interest income, insurance commissions and fees and service charges on deposit accounts combined with a decrease in the net loss on securities transactions partly offset by decreases in interchange and debit card transaction fees and other charges, commissions and fees. Both the three and nine months ended September 30, 2017 included a net loss on securities transactions of $4.9 million. See the analysis of these net gains and losses included in the section captioned “Net Gain/Loss on Securities Transactions” included elsewhere in this discussion. The increases in service charges on deposit accounts for the three and nine months ended September 30, 2018 compared to the same periods in 2017 were primarily related to increases in overdraft/insufficient funds charges on consumer and commercial accounts partly offset by decreases in commercial service charges. The increase in other non-interest income during the nine months ended September 30, 2018 compared to the same period in 2017 was primarily related to increases in sundry and other miscellaneous income, gains on the sale of foreclosed and other assets, income from customer derivative and trading activities and income from customer foreign currency transactions, among other things, partly offset by a decrease in public finance underwriting fees, among other things. Sundry and other miscellaneous income during the first nine months of 2018 included $4.5 million related to the recovery of prior write-offs, $1.2 million related to a distribution from a private equity investment and $775 thousand related to the settlement of and insurance claim, among other things. During the first nine months of 2018, gains on the sale of foreclosed and other assets included $4.2 million related to gains on the sale of various branch and operational facilities. The fluctuations in income from customer derivative and trading activities, income from customer foreign currency transactions and public finance underwriting fees during the first nine months of 2018 were primarily related to changes in business volumes. The increase in insurance commission and fees during the nine months ended September 30, 2018 compared to the same period in 2017 was primarily related to an increase in commission income related to property and casualty policies and benefit plan commissions due to increased business volumes and an increase in performance-related contingent income related to growth within the portfolio and improvement in the loss performance of insurance policies previously placed. In connection with the adoption of a new accounting standard in 2018, network costs associated with debit card and ATM transactions are now reported netted against the related fees from such transactions. Previously, such network costs were reported as a component of other non-interest expense. If such network costs had been netted against interchange and debit card transaction fees in 2017, interchange and debit card transaction fees would have reflected an increase in 2018 as a result of increased transaction volumes. The decreases in other charges, commissions and fees were primarily related to decreases in loan processing fees and income from capital markets advisory services. See the analysis of these categories of non-interest income included in the section captioned “Non-Interest Income” included elsewhere in this discussion.
Non-interest expense for the three and nine months ended September 30, 2018 increased $4.6 million, or 2.9%, and $12.1 million, or 2.5%, compared to the same periods in 2017. The increase during the three months ended September 30, 2018 was primarily related to increases in salaries and wages and technology, furniture and equipment expense partly offset by a decrease in other non-interest expense. The increase during the nine months ended September 30, 2018 was primarily related to increases in salaries and wages, technology, furniture and equipment expense and net occupancy expense partly offset by decreases in other

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non-interest expense and deposit insurance expense. The increases in salaries and wages for the three and nine months ended September 30, 2018 compared to the same periods in 2017 were primarily due to an increase in the number of employees and normal annual merit and market increases, as well as increases in incentive compensation. The increases in technology, furniture and equipment expense for the three and nine months ended September 30, 2018 compared to the same periods in 2017 were primarily related to increases in software maintenance, software amortization depreciation on furniture and equipment and, for the nine months ended September 30, 2018, service contracts expense. The increase in net occupancy expense during the nine months ended September 30, 2018 compared to the same period in 2017 was primarily related to increases in lease expense and repairs and maintenance/service contracts expense partly offset by a decrease in property taxes. As discussed above, network costs associated with debit card and ATM transactions are now reported netted against the related fees from such transactions, rather than as a component of other non-interest expense as was previously the case. Excluding network costs from the three and nine months ended September 30, 2017, other non-interest expense for the three months ended September 30, 2018 effectively increased $2.3 million while other non-interest expense for the nine months ended September 30, 2018 effectively increased $5.7 million. This effective increase for the three months ended September 30, 2018 included increases in advertising/promotions expense, professional services expense and platform/management fees related to Frost Investment Advisors and Frost Investment Services, among other things. These items were partly offset by decreases in fraud losses, data communications expense and sundry and other miscellaneous expenses, among other things. The effective increase in other non-interest expense for the nine months ended September 30, 2018, included increases in professional services expense, donations expense related to a contributions to our charitable foundation, platform/management fees related to Frost Investment Advisors and Frost Investment Services, outside computer services expense and advertising/promotions expense, among other things. These items were partly offset by decreases in fraud losses, primarily related to check cards; data communications expense; and travel/meals and entertainment expense; among other things. The decrease in deposit insurance expense during the nine months ended September 30, 2018 compared to the same period in 2017 was mostly related to a decrease in our base assessment rate resulting from an improvement in our performance score. See the analysis of these categories of non-interest expense included in the section captioned “Non-Interest Expense” included elsewhere in this discussion.
Frost Insurance Agency, which is included in the Banking operating segment, had gross commission revenues of $11.0 million and $37.7 million during the three and nine months ended September 30, 2018 and $10.9 million and $34.6 million during the three and nine months ended September 30, 2017. The increases were primarily related to increases in commissions on property and casualty policies and benefit plan commissions due to increased business volumes and, during the nine months ended September 30, 2018, an increase in performance-related contingent income primarily related to growth within the portfolio and improvement in the loss performance of insurance policies previously placed. See the analysis of insurance commissions and fees included in the section captioned “Non-Interest Income” included elsewhere in this discussion.
Frost Wealth Advisors
Net income for the three months ended September 30, 2018 increased $25 thousand, or 0.4%, compared to the same period in 2017 as a $3.9 million increase in non-interest income and a $1.7 million decrease in income tax expense were mostly offset by a $3.6 million decrease in net interest income and a $2.1 million increase in non-interest expense. Net income for the nine months ended September 30, 2018 decreased $13 thousand, or 0.1%, compared to the same period in 2017 as a $9.6 million decrease in net interest income and a $3.6 million increase in non-interest expense were mostly offset by an $8.3 million increase in non-interest income and a $4.9 million decrease in income tax expense.
Net interest income for the three and nine months ended September 30, 2018 decreased $3.6 million, or 77.6%, and $9.6 million, or 76.1%, compared to the same periods in 2017. Beginning in 2018, certain repurchase agreements that were previously allocated to the Frost Wealth Advisors segment are now allocated to the Banking segment which resulted in the decreases in net interest income.
Non-interest income for the three and nine months ended September 30, 2018 increased $3.9 million, or 12.2%, and $8.3 million, or 8.7%, compared to the same periods in 2017 primarily due to increases in trust and investment management fees. Trust and investment management fee income is the most significant income component for Frost Wealth Advisors. Investment fees are the most significant component of trust and investment management fees, making up approximately 82.5% of total trust and investment management fees for the first nine months of 2018. Investment and other custodial account fees are generally based on the market value of assets within a trust account. Volatility in the equity and bond markets impacts the market value of trust assets and the related investment fees. The increases in trust and investment management fees during the three and nine months ended September 30, 2018 compared to the same periods in 2017 were primarily the result of increases in trust investment fees and oil and gas fees. The increase in trust investment fees during 2018 was due to higher average equity valuations while the increase in oil and gas fees was related to an increase in energy prices. See the analysis of trust and investment management fees included in the section captioned “Non-Interest Income” included elsewhere in this discussion.

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Non-interest expense for the three and nine months ended September 30, 2018 increased $2.1 million, or 7.7%, and $3.6 million, or 4.5%, compared to the same periods in 2017. The increases were primarily related to increases in other non-interest expense, salaries and wages and technology, furniture and equipment expense. The increases in other non-interest expense were primarily related to increases in platform/management fees, outside computer services expense and sundry and other miscellaneous expense. The increases in salaries and wages were primarily due to an increase in the number of employees and normal annual merit and market increases, as well as increases in incentive compensation. The increases in technology, furniture and equipment expense were primarily related to increases in software maintenance, service contracts expense and software amortization.
Non-Banks
The Non-Banks operating segment had net losses of $2.8 million and $9.4 million for the three and nine months ended September 30, 2018, respectively, compared to net losses of $1.7 million and $5.1 million for the same periods in 2017. The increased net losses for the three and nine months ended September 30, 2018 were primarily due to increases in net interest expense due to increases in the interest rates paid on our long-term borrowings, decreases in net income tax benefits due to a decrease in the U.S. federal statutory income tax rate and increases in salaries and wages.
Income Taxes
We recognized income tax expense of $15.2 million and $40.2 million, for effective tax rates of 11.4% and 10.7% for the three and nine months ended September 30, 2018 compared to $9.9 million and $35.1 million, for effective tax rates of 9.6% and 11.8% for the three and nine months ended September 30, 2017. The effective income tax rates differed from the U.S. statutory federal income tax rates of 21% during 2018 and 35% during 2017 primarily due to the effect of tax-exempt income from loans, securities and life insurance policies and the income tax effects associated with stock-based compensation. Income tax expense and the effective tax rate during the three and nine months ended September 30, 2018 were impacted by the decrease in U.S. statutory federal income tax rate under the Tax Cuts and Jobs Act which is more fully discussed in our 2017 Form 10-K. The effect of this decrease was offset by increases in total income during 2018 with a higher proportion of taxable income relative to tax-exempt income and the impact of certain expenses related to meals and entertainment, executive compensation and deposit insurance, among other things, that are no longer deductible as a result of the Tax Cuts and Jobs Act.


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Average Balance Sheet
Average assets totaled $30.9 billion for the nine months ended September 30, 2018 representing an increase of $708.4 million, or 2.3%, compared to average assets for the same period in 2017. The growth in average assets was primarily funded by deposit growth, an increase in average federal funds purchased and repurchase agreements and earnings retention. The increase was primarily reflected in earning assets, which increased $674.9 million, or 2.4%, during the first nine months of 2018 compared to the same period in 2017. The increase in earning assets included a $1.2 billion increase in average loans and a $455.1 million increase in average tax-exempt securities partly offset by a $936.1 million decrease in average taxable securities and a $31.3 million decrease in average interest-bearing deposits, federal funds sold and resell agreements. Average deposit growth included a $36.9 million increase in non-interest bearing deposits and a $435.1 million increase in interest-bearing deposit accounts. Average non-interest bearing deposits made up 41.1% and 41.7% of average total deposits during the first nine months of 2018 and 2017, respectively.
Loans
Loans were as follows as of the dates indicated:
 
September 30,
2018
 
Percentage
of Total
 
December 31,
2017
 
Percentage
of Total
Commercial and industrial
$
5,029,754

 
36.4
%
 
$
4,792,388

 
36.4
%
Energy:
 
 
 
 
 
 
 
Production
1,220,771

 
8.8

 
1,182,326

 
9.0

Service
164,889

 
1.2

 
171,795

 
1.3

Other
133,708

 
1.0

 
144,972

 
1.1

Total energy
1,519,368

 
11.0

 
1,499,093

 
11.4

Commercial real estate:
 
 
 
 
 
 
 
Commercial mortgages
4,078,787

 
29.5

 
3,887,742

 
29.6

Construction
1,208,870

 
8.7

 
1,066,696

 
8.1

Land
315,384

 
2.3

 
331,986

 
2.5

Total commercial real estate
5,603,041

 
40.5

 
5,286,424

 
40.2

Consumer real estate:
 
 
 
 
 
 
 
Home equity loans
352,292

 
2.5

 
355,342

 
2.7

Home equity lines of credit
326,876

 
2.4

 
291,950

 
2.2

Other
419,965

 
3.1

 
376,002

 
2.9

Total consumer real estate
1,099,133

 
8.0

 
1,023,294

 
7.8

Total real estate
6,702,174

 
48.5

 
6,309,718

 
48.0

Consumer and other
563,542

 
4.1

 
544,466

 
4.2

Total loans
$
13,814,838

 
100.0
%
 
$
13,145,665

 
100.0
%
Loans increased $669.2 million, or 5.1%, compared to December 31, 2017. The majority of our loan portfolio is comprised of commercial and industrial loans, energy loans and real estate loans. Commercial and industrial loans made up 36.4% of total loans at both September 30, 2018 and December 31, 2017, while energy loans made up 11.0% and 11.4% of total loans, respectively, and real estate loans made up 48.5% and 48.0% of total loans, respectively, at those dates. Real estate loans include both commercial and consumer balances. Selected details related to our loan portfolio segments are presented below. Refer to our 2017 Form 10-K for a more detailed discussion of our loan origination and risk management processes.
Commercial and industrial. Commercial and industrial loans increased $237.4 million, or 5.0%, during the first nine months of 2018. Our commercial and industrial loans are a diverse group of loans to small, medium and large businesses. The purpose of these loans varies from supporting seasonal working capital needs to term financing of equipment. While some short-term loans may be made on an unsecured basis, most are secured by the assets being financed with collateral margins that are consistent with our loan policy guidelines. The commercial and industrial loan portfolio also includes commercial leases and purchased shared national credits ("SNC"s).
Energy. Energy loans include loans to entities and individuals that are engaged in various energy-related activities including (i) the development and production of oil or natural gas, (ii) providing oil and gas field servicing, (iii) providing energy-related transportation services (iv) providing equipment to support oil and gas drilling (v) refining petrochemicals, or (vi) trading oil, gas and related commodities. Energy loans increased $20.3 million, or 1.4%, during the first nine months of 2018 compared to December 31, 2017. The increase was related to an increase in production loans partly offset by decreases in service and other loans. The average loan size, the significance of the portfolio and the specialized nature of the energy industry requires a highly

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prescriptive underwriting policy. Exceptions to this policy are rarely granted. Due to the large borrowing requirements of this customer base, the energy loan portfolio includes participations and SNCs.
Purchased Shared National Credits. Purchased shared national credits are participations purchased from upstream financial organizations and tend to be larger in size than our originated portfolio. Our purchased SNC portfolio totaled $709.8 million at September 30, 2018, decreasing $125.2 million, or 15.0%, from $835.0 million at December 31, 2017. At September 30, 2018, 56.2% of outstanding purchased SNCs were related to the energy industry and 15.0% related to the construction industry. The remaining purchased SNCs were diversified throughout various other industries, with no other single industry exceeding 10% of the total purchased SNC portfolio. Additionally, almost all of the outstanding balance of purchased SNCs was included in the energy and commercial and industrial portfolio, with the remainder included in the real estate categories. SNC participations are originated in the normal course of business to meet the needs of our customers. As a matter of policy, we generally only participate in SNCs for companies headquartered in or which have significant operations within our market areas. In addition, we must have direct access to the company’s management, an existing banking relationship or the expectation of broadening the relationship with other banking products and services within the following 12 to 24 months. SNCs are reviewed at least quarterly for credit quality and business development successes.
Commercial Real Estate. Commercial real estate loans totaled $5.6 billion at September 30, 2018, increasing $316.6 million compared to $5.3 billion at December 31, 2017. At such dates, commercial real estate loans represented 83.6% and 83.8% of total real estate loans, respectively. The majority of this portfolio consists of commercial real estate mortgages, which includes both permanent and intermediate term loans. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Consequently, these loans must undergo the analysis and underwriting process of a commercial and industrial loan, as well as that of a real estate loan. At September 30, 2018, approximately 50% of the outstanding principal balance of our commercial real estate loans were secured by owner-occupied properties.
Consumer Real Estate and Other Consumer Loans. The consumer loan portfolio, including all consumer real estate and consumer installment loans, totaled $1.7 billion at September 30, 2018 and $1.6 billion at December 31, 2017. Consumer real estate loans, increased $75.8 million, or 7.4%, from December 31, 2017. Combined, home equity loans and lines of credit made up 61.8% and 63.3% of the consumer real estate loan total at September 30, 2018 and December 31, 2017, respectively. We offer home equity loans up to 80% of the estimated value of the personal residence of the borrower, less the value of existing mortgages and home improvement loans. In general, we do not originate 1-4 family mortgage loans; however, from time to time, we may invest in such loans to meet the needs of our customers or for other regulatory compliance purposes. Consumer and other loans, increased $19.1 million, or 3.5%, from December 31, 2017. The consumer and other loan portfolio primarily consists of automobile loans, overdrafts, unsecured revolving credit products, personal loans secured by cash and cash equivalents and other similar types of credit facilities.

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Non-Performing Assets
Non-performing assets and accruing past due loans are presented in the table below. Troubled debt restructurings on non-accrual status are reported as non-accrual loans. Troubled debt restructurings on accrual status are reported separately.
 
September 30,
2018
 
December 31,
2017
Non-accrual loans:
 
 
 
Commercial and industrial
$
12,278

 
$
46,186

Energy
51,802

 
94,302

Commercial real estate:
 
 
 
Buildings, land and other
15,913

 
7,589

Construction

 

Consumer real estate
971

 
2,109

Consumer and other
1,637

 
128

Total non-accrual loans
82,601

 
150,314

Restructured loans

 
4,862

Foreclosed assets:
 
 
 
Real estate
3,765

 
2,116

Other

 

Total foreclosed assets
3,765

 
2,116

Total non-performing assets
$
86,366

 
$
157,292

 
 
 
 
Ratio of non-performing assets to:
 
 
 
Total loans and foreclosed assets
0.62
%
 
1.20
%
Total assets
0.28

 
0.50

Accruing past due loans:
 
 
 
30 to 89 days past due
$
70,194

 
$
93,428

90 or more days past due
11,585

 
14,432

Total accruing past due loans
$
81,779

 
$
107,860

Ratio of accruing past due loans to total loans:
 
 
 
30 to 89 days past due
0.51
%
 
0.71
%
90 or more days past due
0.08

 
0.11

Total accruing past due loans
0.59
%
 
0.82
%
Non-performing assets include non-accrual loans, troubled debt restructurings and foreclosed assets. Non-performing assets at September 30, 2018 decreased $70.9 million from December 31, 2017 primarily due to decreases in non-accrual commercial and industrial loans and energy loans partly offset by an increase in non-accrual commercial real estate loans. There were no non-accrual commercial industrial loans in excess of $5.0 million at September 30, 2018. Non-accrual commercial and industrial loans at December 31, 2017 included two credit relationships in excess of $5 million totaling $34.2 million. We charged-off $12.0 million related to these two credit relationships during the first nine months of 2018. Subsequent to the charge-offs, one credit relationship paid off and the other had a remaining outstanding balance totaling $302 thousand at September 30, 2018. Non-accrual energy loans included two credit relationships in excess of $5 million totaling $48.3 million at September 30, 2018, each of which was previously reported as non-accrual at December 31, 2017. Non-accrual energy loans included four credit relationships in excess of $5 million totaling $83.5 million at December 31, 2017. Of this amount, we had net payments totaling $25.5 million during the first nine months of 2018 and we charged-off $8.6 million related to two of the credit relationships. Non-accrual real estate loans primarily consist of land development, 1-4 family residential construction credit relationships and loans secured by office buildings and religious facilities. Non-accrual commercial real estate loans included one relationship in excess of $5.0 million totaling $12.5 million at September 30, 2018. This entire relationship was previously reported as a potential problem as of March 31, 2018 and one of the credits in this relationship was previously reported as a potential problem loan as of December 31, 2017.
Generally, loans are placed on non-accrual status if principal or interest payments become 90 days past due and/or management deems the collectibility of the principal and/or interest to be in question, as well as when required by regulatory requirements. Once interest accruals are discontinued, accrued but uncollected interest is charged to current year operations. Subsequent receipts on non-accrual loans are recorded as a reduction of principal, and interest income is recorded only after principal recovery is reasonably assured. Classification of a loan as non-accrual does not preclude the ultimate collection of loan principal or interest.

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Restructured loans totaled $4.9 million at December 31, 2017 and consisted of one energy loan relationship restructured during the second quarter of 2017 totaling $1.3 million, one commercial and industrial credit relationship restructured during the third quarter of 2017 totaling $3.1 million and one construction loan relationship restructured during the fourth quarter of 2017 totaling $388 thousand.
Foreclosed assets represent property acquired as the result of borrower defaults on loans. Foreclosed assets are recorded at estimated fair value, less estimated selling costs, at the time of foreclosure. Write-downs occurring at foreclosure are charged against the allowance for loan losses. Regulatory guidelines require us to reevaluate the fair value of foreclosed assets on at least an annual basis. Our policy is to comply with the regulatory guidelines. Write-downs are provided for subsequent declines in value and are included in other non-interest expense along with other expenses related to maintaining the properties. Write-downs of foreclosed assets totaled $473 thousand and $16 thousand during the nine months ended September 30, 2018 and 2017, respectively.
Potential problem loans consist of loans that are performing in accordance with contractual terms but for which management has concerns about the ability of an obligor to continue to comply with repayment terms because of the obligor’s potential operating or financial difficulties. Management monitors these loans closely and reviews their performance on a regular basis. At September 30, 2018 and December 31, 2017, we had $59.1 million and $61.4 million in loans of this type which are not included in any one of the non-accrual, restructured or 90 days past due loan categories. At September 30, 2018, potential problem loans consisted of nine credit relationships. Of the total outstanding balance at September 30, 2018, 33.1% was related to the restaurant industry, 18.0% was related to the energy industry and 14.4% was related to the real estate industry. Weakness in these organizations’ operating performance and financial condition, among other factors, have caused us to heighten the attention given to these credits.
Allowance for Loan Losses
The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management’s best estimate of inherent losses that have been incurred within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. Our allowance for loan loss methodology, which is more fully described in our 2017 Form 10-K, follows the accounting guidance set forth in U.S. generally accepted accounting principles and the Interagency Policy Statement on the Allowance for Loan and Lease Losses, which was jointly issued by U.S. bank regulatory agencies. The level of the allowance reflects management’s continuing evaluation of industry concentrations, specific credit risks, loan loss and recovery experience, current loan portfolio quality, present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management’s judgment, should be charged off.
The table below provides, as of the dates indicated, an allocation of the allowance for loan losses by loan type; however, allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories:
 
September 30,
2018
 
December 31,
2017
Commercial and industrial
$
50,991

 
$
59,614

Energy
31,445

 
51,528

Commercial real estate
39,204

 
30,948

Consumer real estate
6,194

 
5,657

Consumer and other
9,744

 
7,617

Total
$
137,578

 
$
155,364

The reserve allocated to commercial and industrial loans at September 30, 2018 decreased $8.6 million compared to December 31, 2017. The decrease was primarily due to decreases in macroeconomic valuation allowances, specific valuation allowances and historical valuation allowances. Macroeconomic valuation allowances for commercial and industrial loans decreased $5.1 million from $16.5 million at December 31, 2017 to $11.4 million at September 30, 2018. The decrease was primarily related to a decrease in the general macroeconomic risk allocation (down $3.4 million), which was partly related to improvements in the weighted-average risk grade of the portfolio and the level of classified loans, as further discussed below. The decrease was also partly related to a decrease in the distressed industries allocation (down $1.6 million) as certain industries are no longer considered to be distressed. Specific valuation allowances for commercial and industrial loans decreased $2.9 million from $7.6 million at December 31, 2017 to $4.6 million at September 30, 2018. The decrease was primarily related to the charge-off of a credit relationship which had an associated specific valuation allowance totaling $5.9 million at December 31, 2017. Historical valuation allowances decreased $819 thousand from $26.4 million at December 31, 2017 to $25.6 million at September 30, 2018. The decrease was primarily related to a decrease in the volume of classified loans graded as "substandard - accrual" (risk grade 11) as well as non-classified loans graded "watch" (risk grade 9) and "special mention" (risk grade 10) partly offset by the impact of an increase in the volume of pass-graded loans and an increase in the historical loss allocation factor applied

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to loans graded "substandard - non-accrual" (risk grade 12). Classified loans consist of loans having a risk grade of 11, 12 or 13. Classified commercial and industrial loans totaled $83.2 million at September 30, 2018 compared to $144.0 million at December 31, 2017. The weighted-average risk grade of commercial and industrial loans was 6.31 at September 30, 2018 compared to 6.41 at December 31, 2017. Commercial loan net charge-offs totaled $19.0 million during the first nine months of 2018 compared to $12.2 million during the first nine months of 2017. Charge-offs in 2018 included $15.3 million related to four credit relationships, one of which had an associated specific valuation allowance totaling $5.9 million as of December 31, 2017. General valuation allowances for commercial and industrial loans increased $249 thousand from $9.1 million at December 31, 2017 to $9.4 million at September 30, 2018. The increase was primarily related to an increase in the allocation for highly-leveraged transactions partly offset by an increase in the adjustment for recoveries combined with decreases in the allocations for loans not reviewed by concurrence and large credit relationships.
The reserve allocated to energy loans at September 30, 2018 decreased $20.1 million compared to December 31, 2017. As a result, reserves allocated to energy loans as a percentage of total energy loans totaled 2.07% at September 30, 2018 compared to 3.44% at December 31, 2017. This decrease was primarily related to decreases in historical valuation allowances, macroeconomic valuation allowances and general valuation allowances. Historical valuation allowances decreased $12.4 million from $22.1 million at December 31, 2017 to $9.7 million at September 30, 2018. The decrease was primarily related to decreases in the historical loss allocation factors for non-classified energy loans and classified energy loans graded “substandard - accrual” (risk grade 11). The decrease was also partly related to a decrease in the volume of certain categories of non-classified energy loans and a decrease in the volume of classified energy loans. Non-classified energy loans graded as “watch” and “special mention” totaled $56.2 million at September 30, 2018 compared to $114.7 million at December 31, 2017, decreasing $58.5 million. The impact of this was partly offset by an increase in the volume of "pass" grade energy loans which increased $168.0 million from December 31, 2017. Classified energy loans decreased $89.3 million from $185.2 million at December 31, 2017 to $95.9 million at September 30, 2018. The weighted-average risk grade of energy loans decreased to 6.32 at September 30, 2018 from 6.97 at December 31, 2017. Macroeconomic valuation allowances related to energy loans decreased $5.0 million from $8.2 million at December 31, 2017 to $3.3 million at September 30, 2018, primarily due to a decrease in the general macroeconomic risk allocation (down $3.1 million), in part due to stabilization within the energy loan portfolio, decreased oil price volatility and the decline in the portfolio weighted average risk grade; and a decrease in the environmental risk adjustment (down $1.8 million) due to decreases in the historical loss valuation allowances to which the environmental risk adjustment factor is applied. General valuation allowances for energy loans decreased $2.1 million from $8.0 million at December 31, 2017 to $5.8 million at September 30, 2018. The decrease was primarily related to decreases in the allocations for highly-leveraged transactions and excessive industry concentrations, among other things. Specific valuation allowances for energy loans decreased $595 thousand from $13.3 million at December 31, 2017 to $12.7 million at September 30, 2018. At September 30, 2018, specific valuation allowances were mostly related to one credit relationship totaling $40.9 million, with an associated specific valuation allowance of $11.2 million. At December 31, 2017, specific valuation allowances were related two credit relationships totaling $61.2 million. We subsequently recognized charge-offs totaling $8.6 million related to these credit relationships during the first nine months of 2018. Both credit relationships continue to be reported as non-accrual loans, totaling $42.1 million with associated specific valuation allowances totaling $11.9 million, at September 30, 2018. Total energy loan net charge-offs were $10.3 million during the nine months ended September 30, 2018 compared to net charge-offs of $10.0 million during the same period in 2017.
The reserve allocated to commercial real estate loans at September 30, 2018 increased $8.3 million compared to December 31, 2017. The increase was primarily related to increases in macroeconomic valuation allowances, specific valuation allowances and historical valuation allowances. Macroeconomic valuation allowances increased $4.1 million from $7.9 million at December 31, 2017 to $12.0 million at September 30, 2018. The increase was primarily related to an increase in the general macroeconomic risk allocation (up $4.0 million), which reflects growth in the portfolio and increased inherent risk due to rising interest rates and the related impact on capitalization rates and real estate valuations. Specific valuation allowances totaled $2.6 million at September 30, 2018 and related to two credit relationships totaling $12.9 million. There were no specific valuation allowances related to commercial real estate loans at December 31, 2017. Historical valuation allowances increased $1.5 million primarily due to an increase in the volume of “pass” grade commercial real estate loans, which increased $332.8 million during the first nine months of 2018. Classified commercial real estate loans increased $33.4 million from $75.8 million at December 31, 2017 to $109.2 million at September 30, 2018. The weighted-average risk grade of commercial real estate loans was 7.05 at both September 30, 2018 and December 31, 2017.
The reserve allocated to consumer real estate loans at September 30, 2018 increased $537 thousand compared to December 31, 2017. This increase was primarily due to a $882 thousand increase in macroeconomic valuation allowances, which reflects growth in the portfolio and increased inherent risk due to rising interest rates, partly offset by a $513 thousand decrease in general valuation allowances, which was primarily related to a decrease in allowances allocated for loans not reviewed by concurrence and an increase in the reduction for recoveries.
The reserve allocated to consumer and other loans at September 30, 2018 increased $2.1 million compared to December 31, 2017. The increase was partly related to a $1.6 million increase in specific valuation allowances, which was related to one credit

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relationship totaling $1.6 million. The increase was also partly related to a $1.2 million increase in historical valuation allowances primarily due to an increase in the historical loss allocation factor. These increases were partly offset by a decrease in macroeconomic valuation allowances (down $657 thousand), related to a decrease in the general macroeconomic risk allocation.
Activity in the allowance for loan losses is presented in the following table.
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2018
 
2017
 
2018
 
2017
Balance at beginning of period
$
150,226

 
$
149,558

 
$
155,364

 
$
153,045

Provision for loan losses
2,650

 
10,980

 
17,846

 
27,358

Charge-offs:
 
 
 
 
 
 
 
Commercial and industrial
(8,491
)
 
(5,468
)
 
(21,896
)
 
(14,574
)
Energy
(5,400
)
 

 
(10,939
)
 
(10,595
)
Commercial real estate

 

 
(619
)
 
(14
)
Consumer real estate
(431
)
 
(766
)
 
(1,632
)
 
(779
)
Consumer and other
(4,274
)
 
(4,120
)
 
(12,240
)
 
(11,291
)
Total charge-offs
(18,596
)
 
(10,354
)
 
(47,326
)
 
(37,253
)
Recoveries:
 
 
 
 
 
 
 
Commercial and industrial
684

 
903

 
2,866

 
2,419

Energy
53

 
451

 
667

 
585

Commercial real estate
36

 
268

 
342

 
790

Consumer real estate
43

 
137

 
554

 
357

Consumer and other
2,482

 
2,360

 
7,265

 
7,002

Total recoveries
3,298

 
4,119

 
11,694

 
11,153

Net charge-offs
(15,298
)
 
(6,235
)
 
(35,632
)
 
(26,100
)
Balance at end of period
$
137,578

 
$
154,303

 
$
137,578

 
$
154,303

 
 
 
 
 
 
 
 
Ratio of allowance for loan losses to:
 
 
 
 
 
 
 
Total loans
1.00
%
 
1.21
%
 
1.00
%
 
1.21
%
Non-accrual loans
166.56

 
107.83

 
166.56

 
107.83

Ratio of annualized net charge-offs to average total loans
0.44

 
0.20

 
0.35

 
0.28

The provision for loan losses decreased $9.5 million, or 34.8%, during the nine months ended September 30, 2018 compared to the same period in 2017. Despite increases in net charge-offs during the nine months ended September 30, 2018 compared to the same period in 2017, the provision for loan losses decreased due to a decrease in the calculated reserves necessary as a result of the aforementioned decreases in our historical loss allocation factors for energy loans, decreases in the level of classified loans and positive trends in the overall weighted-average risk grade of our energy and commercial and industrial loan portfolios. Classified energy, commercial and industrial and commercial real estate loans totaled $288.3 million at September 30, 2018 compared to $405.0 million at December 31, 2017 and $418.7 million at September 30, 2017. The overall weighted-average risk grade of our energy, commercial and industrial and commercial real estate loan portfolios was 6.65 at September 30, 2018 compared to 6.77 at December 31, 2017 and 6.76 at September 30, 2017. Net charge-offs totaled $35.6 million for nine months ended September 30, 2018 compared to $26.1 million for the same period in 2017. Specific valuation allowances totaled $21.5 million at September 30, 2018 compared to $20.8 million at December 31, 2017 and $14.9 million at September 30, 2017.
The ratio of the allowance for loan losses to total loans was 1.00% at September 30, 2018 compared to 1.18% at December 31, 2017. Management believes the recorded amount of the allowance for loan losses is appropriate based upon management’s best estimate of probable losses that have been incurred within the existing portfolio of loans. Should any of the factors considered by management in evaluating the appropriate level of the allowance for loan losses change, our estimate of probable loan losses could also change, which could affect the level of future provisions for loan losses.
Capital and Liquidity
Capital. Shareholders’ equity totaled $3.3 billion at both September 30, 2018 and December 31, 2017. In addition to net income of $335.7 million, other sources of capital during the nine months ended September 30, 2018 included $26.6 million in proceeds from stock option exercises and $9.6 million related to stock-based compensation. Uses of capital during the nine months ended September 30, 2018 included an other comprehensive loss, net of tax, of $230.3 million, $128.8 million of dividends paid on

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preferred and common stock and $2.3 million related to the cumulative effect of a new accounting principle adopted during the first quarter of 2018. See Note 1 - Significant Accounting Policies.
The accumulated other comprehensive income/loss component of shareholders’ equity totaled a net, after-tax, unrealized loss of $141.2 million at September 30, 2018 compared to a net, after-tax, unrealized gain of $79.5 million at December 31, 2017. The change was primarily due to a $226.6 million net, after-tax, decrease in the net unrealized gain/loss on securities available for sale. Accumulated other comprehensive income at December 31, 2017 included $9.5 million related to certain income tax effects from the remeasurement of deferred tax assets and liabilities in connection with the change in the U.S. statutory federal income tax rate under the Tax Cuts and Jobs Act enacted on December 22, 2017. This amount was reclassified to retained earnings as of January 1, 2018 in accordance with an accounting standard update issued during the first quarter of 2018. See Note 1 - Significant Accounting Policies and Note 17 - Accounting Standards Updates.
Under the Basel III Capital Rules, we have elected to opt-out of the requirement to include most components of accumulated other comprehensive income in regulatory capital. Accordingly, amounts reported as accumulated other comprehensive income/loss do not increase or reduce regulatory capital and are not included in the calculation of risk-based capital and leverage ratios. Regulatory agencies for banks and bank holding companies utilize capital guidelines designed to measure capital and take into consideration the risk inherent in both on-balance sheet and off-balance sheet items. See Note 7 - Capital and Regulatory Matters in the accompanying notes to consolidated financial statements included elsewhere in this report. In addition, financial institutions, such as Cullen/Frost and Frost Bank, with average total consolidated assets greater than $10 billion were previously required by the Dodd-Frank Act to conduct an annual company-run stress test of capital, report the results thereof to the regulators and publicly disclose such results. As a result of regulatory reform signed into law during the second quarter of 2018, Cullen/Frost and Frost Bank are no longer required to conduct an annual stress test of capital under the Dodd-Frank Act.
We paid a quarterly dividend of $0.57, $0.67 and $0.67 per common share during the first, second and third quarters of 2018, respectively, and a quarterly dividend of $0.54, $0.57 and $0.57 per common share during the first, second and third quarters of 2017, respectively. This equates to a common stock dividend payout ratio of 37.2% and 41.8% during the first nine months of 2018 and 2017, respectively. Our ability to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of our capital stock may be impacted by certain restrictions under the terms of our junior subordinated deferrable interest debentures and our Series A Preferred Stock as described in Note 7 - Capital and Regulatory Matters in the accompanying notes to consolidated financial statements included elsewhere in this report.
Stock Repurchase Plans. From time to time, our board of directors has authorized stock repurchase plans. In general, stock repurchase plans allow us to proactively manage our capital position and return excess capital to shareholders. Shares purchased under such plans also provide us with shares of common stock necessary to satisfy obligations related to stock compensation awards. On October 24, 2017, our board of directors authorized a $150.0 million stock repurchase program, allowing us to repurchase shares of our common stock over a two-year period from time to time at various prices in the open market or through private transactions. No shares were repurchased under this plan during 2018 or 2017. Under a prior plan, we repurchased 1,134,966 shares under the plan at a total cost of $100.0 million during third quarter of 2017. See Part II, Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds, included elsewhere in this report.
Liquidity. As more fully discussed in our 2017 Form 10-K, our liquidity position is continuously monitored and adjustments are made to the balance between sources and uses of funds as deemed appropriate. Liquidity risk management is an important element in our asset/liability management process. We regularly model liquidity stress scenarios to assess potential liquidity outflows or funding problems resulting from economic disruptions, volatility in the financial markets, unexpected credit events or other significant occurrences deemed problematic by management. These scenarios are incorporated into our contingency funding plan, which provides the basis for the identification of our liquidity needs. As of September 30, 2018, management is not aware of any events that are reasonably likely to have a material adverse effect on our liquidity, capital resources or operations. In addition, management is not aware of any regulatory recommendations regarding liquidity that would have a material adverse effect on us.
Since Cullen/Frost is a holding company and does not conduct operations, its primary sources of liquidity are dividends upstreamed from Frost Bank and borrowings from outside sources. Banking regulations may limit the amount of dividends that may be paid by Frost Bank. See Note 7 - Capital and Regulatory Matters in the accompanying notes to consolidated financial statements included elsewhere in this report regarding such dividends. At September 30, 2018, Cullen/Frost had liquid assets, including cash and resell agreements, totaling $326.3 million.
Accounting Standards Updates
See Note 17 - Accounting Standards Updates in the accompanying notes to consolidated financial statements included elsewhere in this report for details of recently issued accounting pronouncements and their expected impact on our financial statements.

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Consolidated Average Balance Sheets and Interest Income Analysis - Quarter To Date
(Dollars in thousands - taxable-equivalent basis)
 
September 30, 2018
 
September 30, 2017
 
Average
Balance
 
Interest
Income/
Expense
 
Yield/
Cost
 
Average
Balance
 
Interest
Income/
Expense
 
Yield/
Cost
Assets:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits
$
2,799,277

 
$
14,445

 
2.05
%
 
$
3,351,576

 
$
10,800

 
1.28
%
Federal funds sold and resell agreements
259,563

 
1,399

 
2.14

 
72,239

 
244

 
1.34

Securities:
 
 
 
 
 
 
 
 
 
 
 
Taxable
4,162,978

 
21,339

 
2.02

 
4,970,647

 
23,203

 
1.88

Tax-exempt
7,890,373

 
81,884

 
4.15

 
7,360,643

 
96,912

 
5.34

Total securities
12,053,351

 
103,223

 
3.41

 
12,331,290

 
120,115

 
3.94

Loans, net of unearned discounts
13,683,311

 
173,671

 
5.04

 
12,587,290

 
141,622

 
4.46

Total Earning Assets and Average Rate Earned
28,795,502

 
292,738

 
4.04

 
28,342,395

 
272,781

 
3.85

Cash and due from banks
475,701

 
 
 
 
 
483,497

 
 
 
 
Allowance for loan losses
(151,654
)
 
 
 
 
 
(152,237
)
 
 
 
 
Premises and equipment, net
542,011

 
 
 
 
 
522,413

 
 
 
 
Accrued interest and other assets
1,255,983

 
 
 
 
 
1,194,316

 
 
 
 
Total Assets
$
30,917,543

 
 
 
 
 
$
30,390,384

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Non-interest-bearing demand deposits:
 
 
 
 
 
 
 
 
 
 
 
Commercial and individual
$
10,139,627

 
 
 
 
 
$
10,159,636

 
 
 
 
Correspondent banks
195,387

 
 
 
 
 
233,748

 
 
 
 
Public funds
355,005

 
 
 
 
 
362,779

 
 
 
 
Total non-interest-bearing demand deposits
10,690,019

 
 
 
 
 
10,756,163

 
 
 
 
Interest-bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
Private accounts
 
 
 
 
 
 
 
 
 
 
 
Savings and interest checking
6,674,665

 
1,581

 
0.09

 
6,344,476

 
347

 
0.02

Money market deposit accounts
7,619,901

 
17,832

 
0.93

 
7,501,285

 
4,513

 
0.24

Time accounts
798,500

 
1,757

 
0.87

 
766,339

 
412

 
0.21

Public funds
369,180

 
1,031

 
1.11

 
381,632

 
396

 
0.41

Total interest-bearing deposits
15,462,246

 
22,201

 
0.57

 
14,993,732

 
5,668

 
0.15

Total deposits
26,152,265

 
 
 
 
 
25,749,895

 
 
 
 
Federal funds purchased and repurchase agreements
1,011,290

 
2,292

 
0.90

 
1,005,486

 
523

 
0.21

Junior subordinated deferrable interest debentures
136,222

 
1,394

 
4.09

 
136,164

 
1,020

 
3.00

Subordinated notes payable and other notes
98,654

 
1,164

 
4.72

 
98,498

 
1,164

 
4.73

Total Interest-Bearing Funds and Average Rate Paid
16,708,412

 
27,051

 
0.64

 
16,233,880

 
8,375

 
0.21

Accrued interest and other liabilities
184,222

 
 
 
 
 
168,572

 
 
 
 
Total Liabilities
27,582,653

 
 
 
 
 
27,158,615

 
 
 
 
Shareholders’ Equity
3,334,890

 
 
 
 
 
3,231,769

 
 
 
 
Total Liabilities and Shareholders’ Equity
$
30,917,543

 
 
 
 
 
$
30,390,384

 
 
 
 
Net interest income
 
 
$
265,687

 
 
 
 
 
$
264,406

 
 
Net interest spread
 
 
 
 
3.40
%
 
 
 
 
 
3.64
%
Net interest income to total average earning assets
 
 
 
 
3.66
%
 
 
 
 
 
3.73
%
For these computations: (i) average balances are presented on a daily average basis, (ii) information is shown on a taxable-equivalent basis assuming a 21% tax rate in 2018 and a 35% tax rate in 2017, (iii) average loans include loans on non-accrual status, and (iv) average securities include unrealized gains and losses on securities available for sale while yields are based on average amortized cost.

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Consolidated Average Balance Sheets and Interest Income Analysis - Year To Date
(Dollars in thousands - taxable-equivalent basis)
 
September 30, 2018
 
September 30, 2017
 
Average
Balance
 
Interest
Income/
Expense
 
Yield/
Cost
 
Average
Balance
 
Interest
Income/
Expense
 
Yield/
Cost
Assets:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits
$
3,119,311

 
$
42,456

 
1.82
%
 
$
3,341,710

 
$
26,712

 
1.07
%
Federal funds sold and resell agreements
247,660

 
3,575

 
1.93

 
56,581

 
514

 
1.21

Securities:
 
 
 
 
 
 
 
 
 
 
 
Taxable
4,175,985

 
63,085

 
2.00

 
5,112,072

 
72,032

 
1.90

Tax-exempt
7,764,855

 
239,496

 
4.12

 
7,309,739

 
293,888

 
5.39

Total securities
11,940,840

 
302,581

 
3.38

 
12,421,811

 
365,920

 
3.96

Loans, net of unearned discounts
13,506,270

 
491,452

 
4.86

 
12,319,125

 
397,817

 
4.32

Total Earning Assets and Average Rate Earned
28,814,081

 
840,064

 
3.89

 
28,139,227

 
790,963

 
3.77

Cash and due from banks
487,821

 
 
 
 
 
503,818

 
 
 
 
Allowance for loan losses
(152,890
)
 
 
 
 
 
(152,604
)
 
 
 
 
Premises and equipment, net
532,400

 
 
 
 
 
522,768

 
 
 
 
Accrued interest and other assets
1,251,554

 
 
 
 
 
1,211,309

 
 
 
 
Total Assets
$
30,932,966

 
 
 
 
 
$
30,224,518

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Non-interest-bearing demand deposits:
 
 
 
 
 
 
 
 
 
 
 
Commercial and individual
$
10,161,035

 
 
 
 
 
$
10,054,481

 
 
 
 
Correspondent banks
203,625

 
 
 
 
 
253,567

 
 
 
 
Public funds
397,822

 
 
 
 
 
417,555

 
 
 
 
Total non-interest-bearing demand deposits
10,762,482

 
 
 
 
 
10,725,603

 
 
 
 
Interest-bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
Private accounts
 
 
 
 
 
 
 
 
 
 
 
Savings and interest checking
6,666,044

 
4,022

 
0.08

 
6,352,986

 
892

 
0.02

Money market deposit accounts
7,596,128

 
39,553

 
0.70

 
7,454,421

 
6,929

 
0.12

Time accounts
788,160

 
4,031

 
0.68

 
777,202

 
1,040

 
0.18

Public funds
402,723

 
2,808

 
0.93

 
433,395

 
848

 
0.26

Total interest-bearing deposits
15,453,055

 
50,414

 
0.44

 
15,018,004

 
9,709

 
0.09

Total deposits
26,215,537

 
 
 
 
 
25,743,607

 
 
 
 
Federal funds purchased and repurchase agreements
1,027,077

 
3,557

 
0.46

 
942,400

 
849

 
0.12

Junior subordinated deferrable interest debentures
136,208

 
3,847

 
3.77

 
136,150

 
2,890

 
2.83

Subordinated notes payable and other notes
98,616

 
3,492

 
4.72

 
87,173

 
2,696

 
4.12

Total Interest-Bearing Funds and Average Rate Paid
16,714,956

 
61,310

 
0.49

 
16,183,727

 
16,144

 
0.13

Accrued interest and other liabilities
168,514

 
 
 
 
 
161,643

 
 
 
 
Total Liabilities
27,645,952

 
 
 
 
 
27,070,973

 
 
 
 
Shareholders’ Equity
3,287,014

 
 
 
 
 
3,153,545

 
 
 
 
Total Liabilities and Shareholders’ Equity
$
30,932,966

 
 
 
 
 
$
30,224,518

 
 
 
 
Net interest income
 
 
$
778,754

 
 
 
 
 
$
774,819

 
 
Net interest spread
 
 
 
 
3.40
%
 
 
 
 
 
3.64
%
Net interest income to total average earning assets
 
 
 
 
3.61
%
 
 
 
 
 
3.69
%
For these computations: (i) average balances are presented on a daily average basis, (ii) information is shown on a taxable-equivalent basis assuming a 21% tax rate in 2018 and a 35% tax rate in 2017, (iii) average loans include loans on non-accrual status, and (iv) average securities include unrealized gains and losses on securities available for sale while yields are based on average amortized cost.



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Item 3. Quantitative and Qualitative Disclosures About Market Risk
The disclosures set forth in this item are qualified by the section captioned “Forward-Looking Statements and Factors that Could Affect Future Results” included in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this report and other cautionary statements set forth elsewhere in this report.
Refer to the discussion of market risks included in Item 7A. Quantitative and Qualitative Disclosures About Market Risk in the 2017 Form 10-K. There has been no significant change in the types of market risks we face since December 31, 2017.
We utilize an earnings simulation model as the primary quantitative tool in measuring the amount of interest rate risk associated with changing market rates. The model quantifies the effects of various interest rate scenarios on projected net interest income and net income over the next 12 months. The model measures the impact on net interest income relative to a flat-rate case scenario of hypothetical fluctuations in interest rates over the next 12 months. These simulations incorporate assumptions regarding balance sheet growth and mix, pricing and the repricing and maturity characteristics of the existing and projected balance sheet. The impact of interest rate derivatives, such as interest rate swaps, caps and floors, is also included in the model. Other interest rate-related risks such as prepayment, basis and option risk are also considered.
For modeling purposes, as of September 30, 2018, the model simulations projected that 100 and 200 basis point ratable increases in interest rates would result in positive variances in net interest income of 0.3% and 1.5%, respectively, relative to the flat-rate case over the next 12 months, while 100 and 200 basis point ratable decreases in interest rates would result in negative variances in net interest income of 2.9% and 8.0%, respectively, relative to the flat-rate case over the next 12 months. The September 30, 2018 model simulations for increased interest rates were impacted by the assumption, for modeling purposes, that we will begin to pay interest on commercial demand deposits (those not already receiving an earnings credit rate) in the fourth quarter of 2018, as further discussed below. For modeling purposes, as of September 30, 2017, the model simulations projected that 100 and 200 basis point ratable increases in interest rates would result in positive variances in net interest income of 1.2% and 3.3%, respectively, relative to the flat-rate case over the next 12 months, while 100 and 125 basis point ratable decreases in interest rates would result in a negative variance in net interest income of 5.1% and 9.9%, respectively, relative to the flat-rate case over the next 12 months. The September 30, 2017 model simulations for increased interest rates were impacted by the assumption, for modeling purposes, that we would begin to pay interest on commercial demand deposits (those not already receiving an earnings credit rate) in the fourth quarter of 2017, as further discussed below. The likelihood of a decrease in interest rates beyond 125 basis points as of September 30, 2017 was considered to be remote given prevailing interest rate levels.
The model simulations as of September 30, 2018 indicate that our balance sheet is less asset sensitive in comparison to our balance sheet as of September 30, 2017. The shift to a less asset sensitive position was primarily due to a decrease in the relative proportion of interest-bearing deposits and federal funds sold to projected average interest-earning assets. Interest-bearing deposits and federal funds sold are more immediately impacted by changes in interest rates in comparison to our other categories of earning assets. Additionally, our model simulations in 2018 assume that the full impact of increases in the federal funds rate will not be reflected in the yields earned on interest-bearing deposits maintained at the Federal Reserve.
We do not currently pay interest on a significant portion of our commercial demand deposits. If we began to pay interest on commercial demand deposits (those not already receiving an earnings credit rate), our balance sheet would likely become less asset sensitive. Any interest rate that would ultimately be paid on these commercial demand deposits would likely depend upon a variety of factors, some of which are beyond our control. For modeling purposes, we have assumed an aggressive pricing structure with interest payments for commercial demand deposits (those not already receiving an earnings credit) beginning in the fourth quarters of 2017 and 2018, respectively, for each simulation. Should the actual interest rate paid on commercial demand deposits be less than the rate assumed in the model simulations, or should the interest rate paid for commercial demand deposits become an administered rate with less direct correlation to movements in general market interest rates, our balance sheet could be more asset sensitive than the model simulations might otherwise indicate.
As of September 30, 2018, the effects of a 200 basis point increase and a 200 basis point decrease in interest rates on our derivative holdings would not result in a significant variance in our net interest income.
The effects of hypothetical fluctuations in interest rates on our securities classified as “trading” under ASC Topic 320, “Investments—Debt and Equity Securities,” are not significant, and, as such, separate quantitative disclosure is not presented.

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Table of Contents

Item 4. Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out by management, with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report. No change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the last fiscal quarter that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Table of Contents

Part II. Other Information
Item 1. Legal Proceedings
We are subject to various claims and legal actions that have arisen in the course of conducting business. Management does not expect the ultimate disposition of these matters to have a material adverse impact on our financial statements.
Item 1A. Risk Factors
There has been no material change in the risk factors disclosed under Item 1A. of our 2017 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information with respect to purchases we made or were made on our behalf or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of our common stock during the three months ended September 30, 2018. Dollar amounts in thousands.
Period
Total Number of
Shares Purchased
 
Average Price
Paid Per Share
 
Total Number of
Shares Purchased
as Part of Publicly
Announced Plan
 
Maximum
Number of Shares
(or Approximate
Dollar Value)
That May Yet Be
Purchased Under
the Plan at the
End of the Period
July 1, 2018 to July 31, 2018

 
$

 

 
$
150,000

August 1, 2018 to August 31, 2018

 

 

 
150,000

September 1, 2018 to September 30, 2018

 

 

 
150,000

Total

 
$

 

 
 
(1)
All of these repurchases were made in connection with the vesting of certain share awards.

Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.
Item 6. Exhibits
(a) Exhibits
Exhibit
Number
Description
31.1
31.2
32.1+
32.2+
101
Interactive Data File
+
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.

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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
 
 
 
 
 
 
 
 
Cullen/Frost Bankers, Inc.
 
 
 
 
(Registrant)
 
 
 
 
 
 
 
Date:
October 25, 2018
 
By:  
/s/ Jerry Salinas
 
 
 
 
 
Jerry Salinas
 
 
 
 
 
Group Executive Vice President
 
 
 
 
 
and Chief Financial Officer
 
 
 
 
 
(Duly Authorized Officer, Principal Financial
 
 
 
 
 
Officer and Principal Accounting Officer)
 

65