United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended: ~~March 31,~~June 30, 2022

☐ 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.)

111 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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on
which registered

Common Stock, $.01 Par Value

CFR

New York Stock Exchange

Depositary Shares, each representing a 1/40th interest in a share of 4.450% Non-Cumulative Perpetual Preferred Stock, Series B

CFR.PrB

New York Stock Exchange

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ 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

☒

Accelerated filer

☐

Non-accelerated filer

☐

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 Exchange Act). Yes ☐ No ☒

As of ~~April~~July 21, 2022 there were ~~64,097,017~~64,127,979 shares of the registrant’s Common Stock, $.01 par value, outstanding.

Cullen/Frost Bankers, Inc.

Quarterly Report on Form 10-Q

~~March 31,~~June 30, 2022

Table of Contents


		Page
Part I - Financial Information
Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets	3
	Consolidated Statements of Income	4
	Consolidated Statements of Comprehensive Income (Loss)	5
	Consolidated Statements of Changes in Shareholders’ Equity	6
	Consolidated Statements of Cash Flows	78
	Notes to Consolidated Financial Statements	89
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3437
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5663
Item 4.	Controls and Procedures	5763

Part II - Other Information
Item 1.	Legal Proceedings	5864
Item 1A.	Risk Factors	5864
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5864
Item 3.	Defaults Upon Senior Securities	5864
Item 4.	Mine Safety Disclosures	5864
Item 5.	Other Information	5864
Item 6.	Exhibits	5965

Signatures		6066

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)


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
Assets:	Assets:					Assets:
Cash and due from banks	Cash and due from banks	$	772,095	$	555,778	Cash and due from banks	$	743,098	$	555,778
Interest-bearing deposits	Interest-bearing deposits	13,684,988		15,985,244		Interest-bearing deposits	12,809,937		15,985,244
Federal funds sold	Federal funds sold	—		34,075		Federal funds sold	95,900		34,075
Resell agreements	Resell agreements	—		7,903		Resell agreements	9,650		7,903
Total cash and cash equivalents	Total cash and cash equivalents	14,457,083		16,583,000		Total cash and cash equivalents	13,658,585		16,583,000
Securities held to maturity, net of allowance for credit losses of $158 at March 31, 2022 and $158 at December 31, 2021		1,665,465		1,749,179
Securities held to maturity, net of allowance for credit losses of $158 at June 30, 2022 and $158 at December 31, 2021						Securities held to maturity, net of allowance for credit losses of $158 at June 30, 2022 and $158 at December 31, 2021	1,946,428		1,749,179
Securities available for sale, at estimated fair value	Securities available for sale, at estimated fair value	16,184,539		13,924,628		Securities available for sale, at estimated fair value	16,781,685		13,924,628
Trading account securities	Trading account securities	29,518		25,162		Trading account securities	24,680		25,162
Loans, net of unearned discounts	Loans, net of unearned discounts	16,542,537		16,336,397		Loans, net of unearned discounts	16,736,026		16,336,397
Less: Allowance for credit losses on loans	Less: Allowance for credit losses on loans	(246,835)		(248,666)		Less: Allowance for credit losses on loans	(239,632)		(248,666)
Net loans	Net loans	16,295,702		16,087,731		Net loans	16,496,394		16,087,731
Premises and equipment, net	Premises and equipment, net	1,046,410		1,050,331		Premises and equipment, net	1,046,495		1,050,331
Goodwill	Goodwill	654,952		654,952		Goodwill	654,952		654,952
Other intangible assets, net	Other intangible assets, net	720		866		Other intangible assets, net	589		866
Cash surrender value of life insurance policies	Cash surrender value of life insurance policies	189,471		190,139		Cash surrender value of life insurance policies	189,823		190,139
Accrued interest receivable and other assets	Accrued interest receivable and other assets	772,191		612,502		Accrued interest receivable and other assets	985,257		612,502
Total assets	Total assets	$	51,296,051	$	50,878,490	Total assets	$	51,784,888	$	50,878,490

Liabilities:	Liabilities:					Liabilities:
Deposits:	Deposits:					Deposits:
Non-interest-bearing demand deposits	Non-interest-bearing demand deposits	$	18,114,430	$	18,423,018	Non-interest-bearing demand deposits	$	18,783,931	$	18,423,018
Interest-bearing deposits	Interest-bearing deposits	26,316,499		24,272,678		Interest-bearing deposits	26,817,834		24,272,678
Total deposits	Total deposits	44,430,929		42,695,696		Total deposits	45,601,765		42,695,696
Federal funds purchased	Federal funds purchased	35,200		25,925		Federal funds purchased	43,200		25,925
Repurchase agreements	Repurchase agreements	1,842,618		2,740,799		Repurchase agreements	1,664,685		2,740,799
Junior subordinated deferrable interest debentures, net of unamortized issuance costs	Junior subordinated deferrable interest debentures, net of unamortized issuance costs	123,026		123,011		Junior subordinated deferrable interest debentures, net of unamortized issuance costs	123,040		123,011
Subordinated notes, net of unamortized issuance costs	Subordinated notes, net of unamortized issuance costs	99,217		99,178		Subordinated notes, net of unamortized issuance costs	99,256		99,178
Accrued interest payable and other liabilities	Accrued interest payable and other liabilities	988,769		754,326		Accrued interest payable and other liabilities	905,967		754,326
Total liabilities	Total liabilities	47,519,759		46,438,935		Total liabilities	48,437,913		46,438,935

Shareholders’ Equity:	Shareholders’ Equity:					Shareholders’ Equity:
Preferred stock, par value $0.01 per share; 10,000,000 shares authorized; 150,000 Series B shares ($1,000 liquidation preference) issued at March 31, 2022 and December 31, 2021		145,452		145,452
Common stock, par value $0.01 per share; 210,000,000 shares authorized; 64,236,306 shares issued at March 31, 2022 and December 31, 2021		642		642
Preferred stock, par value $0.01 per share; 10,000,000 shares authorized; 150,000 Series B shares ($1,000 liquidation preference) issued at June 30, 2022 and December 31, 2021						Preferred stock, par value $0.01 per share; 10,000,000 shares authorized; 150,000 Series B shares ($1,000 liquidation preference) issued at June 30, 2022 and December 31, 2021	145,452		145,452
Common stock, par value $0.01 per share; 210,000,000 shares authorized; 64,236,306 shares issued at June 30, 2022 and December 31, 2021						Common stock, par value $0.01 per share; 210,000,000 shares authorized; 64,236,306 shares issued at June 30, 2022 and December 31, 2021	642		642
Additional paid-in capital	Additional paid-in capital	1,012,033		1,009,921		Additional paid-in capital	1,015,451		1,009,921
Retained earnings	Retained earnings	3,002,642		2,956,966		Retained earnings	3,070,109		2,956,966
Accumulated other comprehensive income (loss), net of tax	Accumulated other comprehensive income (loss), net of tax	(371,790)		347,318		Accumulated other comprehensive income (loss), net of tax	(874,206)		347,318
Treasury stock, at cost; 142,099 shares at March 31, 2022 and 250,070 shares at December 31, 2021		(12,687)		(20,744)
Treasury stock, at cost; 113,267 shares at June 30, 2022 and 250,070 shares at December 31, 2021						Treasury stock, at cost; 113,267 shares at June 30, 2022 and 250,070 shares at December 31, 2021	(10,473)		(20,744)
Total shareholders’ equity	Total shareholders’ equity	3,776,292		4,439,555		Total shareholders’ equity	3,346,975		4,439,555
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	51,296,051	$	50,878,490	Total liabilities and shareholders’ equity	$	51,784,888	$	50,878,490

See Notes to Consolidated Financial Statements.

Table of Contents

Cullen/Frost Bankers, Inc.

Consolidated Statements of Income

(Dollars in thousands, except per share amounts)


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2022			2021			2022		2021		2022		2021
Interest income:	Interest income:							Interest income:
Loans, including fees	Loans, including fees		$	149,977		$	167,483	Loans, including fees	$	166,679	$	182,695	$	316,656	$	350,178
Securities:	Securities:							Securities:
Taxable	Taxable		43,058			20,028		Taxable	56,365		20,602		99,423		40,630
Tax-exempt	Tax-exempt		56,866			56,663		Tax-exempt	57,078		56,111		113,944		112,774
Interest-bearing deposits	Interest-bearing deposits		6,343			2,433		Interest-bearing deposits	26,371		3,614		32,714		6,047
Federal funds sold	Federal funds sold		13			3		Federal funds sold	99		8		112		11
Resell agreements	Resell agreements		4			1		Resell agreements	10		4		14		5
Total interest income	Total interest income		256,261			246,611		Total interest income	306,602		263,034		562,863		509,645
Interest expense:	Interest expense:							Interest expense:
Deposits	Deposits		4,912			3,517		Deposits	14,593		3,499		19,505		7,016
Federal funds purchased	Federal funds purchased		12			8		Federal funds purchased	75		7		87		15
Repurchase agreements	Repurchase agreements		518			395		Repurchase agreements	1,790		570		2,308		965
Junior subordinated deferrable interest debentures	Junior subordinated deferrable interest debentures		584			646		Junior subordinated deferrable interest debentures	772		638		1,356		1,284
Subordinated notes	Subordinated notes		1,164			1,164		Subordinated notes	1,164		1,164		2,328		2,328
Total interest expense	Total interest expense		7,190			5,730		Total interest expense	18,394		5,878		25,584		11,608
Net interest income	Net interest income		249,071			240,881		Net interest income	288,208		257,156		537,279		498,037
Credit loss expense	Credit loss expense		—			63		Credit loss expense	—		—		—		63
Net interest income after credit loss expense	Net interest income after credit loss expense		249,071			240,818		Net interest income after credit loss expense	288,208		257,156		537,279		497,974
Non-interest income:	Non-interest income:							Non-interest income:
Trust and investment management fees	Trust and investment management fees		38,656			35,314		Trust and investment management fees	37,776		37,874		76,432		73,188
Service charges on deposit accounts	Service charges on deposit accounts		22,740			19,993		Service charges on deposit accounts	23,870		19,849		46,610		39,842
Insurance commissions and fees	Insurance commissions and fees		16,608			17,313		Insurance commissions and fees	11,776		10,773		28,384		28,086
Interchange and card transaction fees	Interchange and card transaction fees		4,226			4,093		Interchange and card transaction fees	4,911		4,641		9,137		8,734
Other charges, commissions and fees	Other charges, commissions and fees		9,627			8,304		Other charges, commissions and fees	9,887		8,640		19,514		16,944
Net gain (loss) on securities transactions	Net gain (loss) on securities transactions		—			—		Net gain (loss) on securities transactions	—		—		—		—
Other	Other		9,533			8,219		Other	9,707		9,470		19,240		17,689
Total non-interest income	Total non-interest income		101,390			93,236		Total non-interest income	97,927		91,247		199,317		184,483
Non-interest expense:	Non-interest expense:							Non-interest expense:
Salaries and wages	Salaries and wages		111,329			93,458		Salaries and wages	116,881		97,035		228,210		190,493
Employee benefits	Employee benefits		24,220			22,536		Employee benefits	20,733		18,728		44,953		41,264
Net occupancy	Net occupancy		27,411			26,051		Net occupancy	28,379		26,650		55,790		52,701
Technology, furniture and equipment	Technology, furniture and equipment		29,157			28,016		Technology, furniture and equipment	29,921		27,998		59,078		56,014
Deposit insurance	Deposit insurance		3,633			2,928		Deposit insurance	3,724		2,877		7,357		5,805
Intangible amortization	Intangible amortization		146			202		Intangible amortization	131		185		277		387
Other	Other		42,836			36,951		Other	46,578		41,781		89,414		78,732
Total non-interest expense	Total non-interest expense		238,732			210,142		Total non-interest expense	246,347		215,254		485,079		425,396
Income before income taxes	Income before income taxes		111,729			123,912		Income before income taxes	139,788		133,149		251,517		257,061
Income taxes	Income taxes		12,627			7,897		Income taxes	20,674		15,081		33,301		22,978
Net income	Net income		99,102			116,015		Net income	119,114		118,068		218,216		234,083
Preferred stock dividends	Preferred stock dividends		1,669			2,151		Preferred stock dividends	1,669		1,669		3,338		3,820
Net income available to common shareholders	Net income available to common shareholders		$	97,433		$	113,864	Net income available to common shareholders	$	117,445	$	116,399	$	214,878	$	230,263

Earnings per common share:	Earnings per common share:							Earnings per common share:
Basic	Basic		$	1.51		$	1.78	Basic	$	1.82	$	1.81	$	3.32	$	3.59
Diluted	Diluted		1.50			1.77		Diluted	1.81		1.80		3.31		3.57

See Notes to Consolidated Financial Statements.

Table of Contents

Cullen/Frost Bankers, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(Dollars in thousands)


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2022			2021			2022		2021		2022		2021
Net income	Net income		$	99,102		$	116,015	Net income	$	119,114	$	118,068	$	218,216	$	234,083
Other comprehensive income (loss), before tax:	Other comprehensive income (loss), before tax:							Other comprehensive income (loss), before tax:
Securities available for sale and transferred securities:	Securities available for sale and transferred securities:							Securities available for sale and transferred securities:
Change in net unrealized gain/loss during the period	Change in net unrealized gain/loss during the period		(910,795)			(159,779)		Change in net unrealized gain/loss during the period	(636,523)		30,668		(1,547,318)		(129,111)
Change in net unrealized gain on securities transferred to held to maturity	Change in net unrealized gain on securities transferred to held to maturity		(209)			(259)		Change in net unrealized gain on securities transferred to held to maturity	(189)		(245)		(398)		(504)
Reclassification adjustment for net (gains) losses included in net income	Reclassification adjustment for net (gains) losses included in net income		—			—		Reclassification adjustment for net (gains) losses included in net income	—		—		—		—
Total securities available for sale and transferred securities	Total securities available for sale and transferred securities		(911,004)			(160,038)		Total securities available for sale and transferred securities	(636,712)		30,423		(1,547,716)		(129,615)
Defined-benefit post-retirement benefit plans:	Defined-benefit post-retirement benefit plans:							Defined-benefit post-retirement benefit plans:

Reclassification adjustment for net amortization of actuarial gain/loss included in net income as a component of net periodic cost (benefit)	Reclassification adjustment for net amortization of actuarial gain/loss included in net income as a component of net periodic cost (benefit)		741			1,529		Reclassification adjustment for net amortization of actuarial gain/loss included in net income as a component of net periodic cost (benefit)	741		1,529		1,482		3,058
Total defined-benefit post-retirement benefit plans	Total defined-benefit post-retirement benefit plans		741			1,529		Total defined-benefit post-retirement benefit plans	741		1,529		1,482		3,058
Other comprehensive income (loss), before tax	Other comprehensive income (loss), before tax		(910,263)			(158,509)		Other comprehensive income (loss), before tax	(635,971)		31,952		(1,546,234)		(126,557)
Deferred tax expense (benefit)	Deferred tax expense (benefit)		(191,155)			(33,287)		Deferred tax expense (benefit)	(133,555)		6,710		(324,710)		(26,577)
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax		(719,108)			(125,222)		Other comprehensive income (loss), net of tax	(502,416)		25,242		(1,221,524)		(99,980)
Comprehensive income (loss)	Comprehensive income (loss)		$	(620,006)		$	(9,207)	Comprehensive income (loss)	$	(383,302)	$	143,310	$	(1,003,308)	$	134,103

See Notes to Consolidated Financial Statements.

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			Preferred Stock		Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss), Net of Tax		Treasury Stock		Total
Three months ended:	Three months ended:															Three months ended:
March 31, 2022
June 30, 2022																June 30, 2022
Balance at beginning of period	Balance at beginning of period	$	145,452	$	642	$	1,009,921	$	2,956,966	$	347,318	$	(20,744)	$	4,439,555	Balance at beginning of period	$	145,452	$	642	$	1,012,033	$	3,002,642	$	(371,790)	$	(12,687)	$	3,776,292
Net income	Net income	—		—		—		99,102		—		—		99,102		Net income	—		—		—		119,114		—		—		119,114
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	—		—		—		—		(719,108)		—		(719,108)		Other comprehensive income (loss), net of tax	—		—		—		—		(502,416)		—		(502,416)
Stock option exercises/stock unit conversions (115,430 shares)		—		—		—		(3,314)		—		9,053		5,739
Stock option exercises/stock unit conversions (28,832 shares)																Stock option exercises/stock unit conversions (28,832 shares)	—		—		—		(1,463)		—		2,214		751
Stock-based compensation expense recognized in earnings	Stock-based compensation expense recognized in earnings	—		—		2,112		—		—		—		2,112		Stock-based compensation expense recognized in earnings	—		—		3,418		—		—		—		3,418
Purchase of treasury stock (7,459 shares)		—		—		—		—		—		(996)		(996)

Cash dividends – Series B preferred stock (approximately $11.13 per share which is equivalent to approximately $0.28 per depositary share)	Cash dividends – Series B preferred stock (approximately $11.13 per share which is equivalent to approximately $0.28 per depositary share)	—		—		—		(1,669)		—		—		(1,669)		Cash dividends – Series B preferred stock (approximately $11.13 per share which is equivalent to approximately $0.28 per depositary share)	—		—		—		(1,669)		—		—		(1,669)
Cash dividends – common stock ($0.75 per share)	Cash dividends – common stock ($0.75 per share)	—		—		—		(48,443)		—		—		(48,443)		Cash dividends – common stock ($0.75 per share)	—		—		—		(48,515)		—		—		(48,515)
Balance at end of period	Balance at end of period	$	145,452	$	642	$	1,012,033	$	3,002,642	$	(371,790)	$	(12,687)	$	3,776,292	Balance at end of period	$	145,452	$	642	$	1,015,451	$	3,070,109	$	(874,206)	$	(10,473)	$	3,346,975

March 31, 2021
June 30, 2021																June 30, 2021
Balance at beginning of period	Balance at beginning of period	$	145,452	$	642	$	997,168	$	2,750,723	$	512,970	$	(113,939)	$	4,293,016	Balance at beginning of period	$	145,452	$	642	$	999,694	$	2,797,064	$	387,748	$	(62,682)	$	4,267,918
Net income	Net income	—		—		—		116,015		—		—		116,015		Net income	—		—		—		118,068		—		—		118,068
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	—		—		—		—		(125,222)		—		(125,222)		Other comprehensive income (loss), net of tax	—		—		—		—		25,242		—		25,242
Stock option exercises/stock unit conversions (513,824 shares)		—		—		—		(21,342)		—		50,739		29,397
Stock option exercises/stock unit conversions (114,252 shares)																Stock option exercises/stock unit conversions (114,252 shares)	—		—		—		(4,225)		—		11,510		7,285
Stock-based compensation expense recognized in earnings	Stock-based compensation expense recognized in earnings	—		—		2,526		—		—		—		2,526		Stock-based compensation expense recognized in earnings	—		—		3,245		—		—		—		3,245
Purchase of treasury stock (11,625 shares)		—		—		—		—		—		(1,288)		(1,288)
Treasury stock issued to the 401(k) stock purchase plan (18,555 shares)		—		—		—		(57)		—		1,806		1,749
Cash dividends – Series B preferred stock (approximately $14.34 per share which is equivalent to approximately $0.36 per depositary share)		—		—		—		(2,151)		—		—		(2,151)

Cash dividends – Series B preferred stock (approximately $11.13 per share which is equivalent to approximately $0.28 per depositary share)																Cash dividends – Series B preferred stock (approximately $11.13 per share which is equivalent to approximately $0.28 per depositary share)	—		—		—		(1,669)		—		—		(1,669)
Cash dividends – common stock ($0.72 per share)	Cash dividends – common stock ($0.72 per share)	—		—		—		(46,124)		—		—		(46,124)		Cash dividends – common stock ($0.72 per share)	—		—		—		(46,272)		—		—		(46,272)
Balance at end of period	Balance at end of period	$	145,452	$	642	$	999,694	$	2,797,064	$	387,748	$	(62,682)	$	4,267,918	Balance at end of period	$	145,452	$	642	$	1,002,939	$	2,862,966	$	412,990	$	(51,172)	$	4,373,817

See accompanying Notes to Consolidated Financial Statements

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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
Six months ended:
June 30, 2022
Balance at beginning of period	$	145,452	$	642	$	1,009,921	$	2,956,966	$	347,318	$	(20,744)	$	4,439,555


Net income	—		—		—		218,216		—		—		218,216
Other comprehensive income (loss), net of tax	—		—		—		—		(1,221,524)		—		(1,221,524)
Stock option exercises/stock unit conversions (144,262 shares)	—		—		—		(4,777)		—		11,267		6,490
Stock-based compensation expense recognized in earnings	—		—		5,530		—		—		—		5,530
Purchase of treasury stock (7,459 shares)	—		—		—		—		—		(996)		(996)

Cash dividends – Series B preferred stock (approximately $22.25 per share which is equivalent to approximately $0.56 per depositary share)	—		—		—		(3,338)		—		—		(3,338)
Cash dividends – common stock ($1.50 per share)	—		—		—		(96,958)		—		—		(96,958)
Balance at end of period	$	145,452	$	642	$	1,015,451	$	3,070,109	$	(874,206)	$	(10,473)	$	3,346,975

June 30, 2021
Balance at beginning of period	$	145,452	$	642	$	997,168	$	2,750,723	$	512,970	$	(113,939)	$	4,293,016


Net income	—		—		—		234,083		—		—		234,083
Other comprehensive income (loss), net of tax	—		—		—		—		(99,980)		—		(99,980)
Stock option exercises/stock unit conversions (628,076 shares)	—		—		—		(25,567)		—		62,249		36,682
Stock-based compensation expense recognized in earnings	—		—		5,771		—		—		—		5,771
Purchase of treasury stock (11,625 shares)	—		—		—		—		—		(1,288)		(1,288)
Treasury stock issued to the 401(k) stock purchase plan (18,555 shares)	—		—		—		(57)		—		1,806		1,749
Cash dividends – Series B preferred stock (approximately $25.46 per share which is equivalent to approximately $0.64 per depositary share)	—		—		—		(3,820)		—		—		(3,820)
Cash dividends – common stock ($1.44 per share)	—		—		—		(92,396)		—		—		(92,396)
Balance at end of period	$	145,452	$	642	$	1,002,939	$	2,862,966	$	412,990	$	(51,172)	$	4,373,817

See accompanying Notes to Consolidated Financial Statements

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Cullen/Frost Bankers, Inc.

Consolidated Statements of Cash Flows

(Dollars in thousands)


		Three Months Ended March 31,					Six Months Ended June 30,
		2022		2021			2022		2021
Operating Activities:	Operating Activities:					Operating Activities:
Net income	Net income	$	99,102	$	116,015	Net income	$	218,216	$	234,083
Adjustments to reconcile net income to net cash from operating activities:	Adjustments to reconcile net income to net cash from operating activities:					Adjustments to reconcile net income to net cash from operating activities:
Credit loss expense	Credit loss expense	—		63		Credit loss expense	—		63
Deferred tax expense (benefit)	Deferred tax expense (benefit)	(432)		4,172		Deferred tax expense (benefit)	(2,404)		5,188
Accretion of loan discounts	Accretion of loan discounts	(2,945)		(3,425)		Accretion of loan discounts	(6,581)		(6,577)
Securities premium amortization (discount accretion), net	Securities premium amortization (discount accretion), net	27,654		30,598		Securities premium amortization (discount accretion), net	53,225		60,434
Net (gain) loss on securities transactions	Net (gain) loss on securities transactions	—		—		Net (gain) loss on securities transactions	—		—
Depreciation and amortization	Depreciation and amortization	17,551		16,941		Depreciation and amortization	35,406		34,060
Net (gain) loss on sale/write-down of assets/foreclosed assets	Net (gain) loss on sale/write-down of assets/foreclosed assets	130		(134)		Net (gain) loss on sale/write-down of assets/foreclosed assets	103		(1,876)
Stock-based compensation	Stock-based compensation	2,112		2,526		Stock-based compensation	5,530		5,771
Net tax benefit from stock-based compensation	Net tax benefit from stock-based compensation	1,244		3,136		Net tax benefit from stock-based compensation	1,645		4,218
Earnings on life insurance policies	Earnings on life insurance policies	(533)		(740)		Earnings on life insurance policies	(1,016)		(1,343)
Net change in:	Net change in:					Net change in:
Trading account securities	Trading account securities	139		(2,153)		Trading account securities	482		319
Lease right-of-use assets	Lease right-of-use assets	5,970		5,889		Lease right-of-use assets	12,042		11,697
Accrued interest receivable and other assets	Accrued interest receivable and other assets	(55,232)		73,164		Accrued interest receivable and other assets	(135,239)		(39,195)
Accrued interest payable and other liabilities	Accrued interest payable and other liabilities	238,065		(26,287)		Accrued interest payable and other liabilities	113,645		41,748
Net cash from operating activities	Net cash from operating activities	332,825		219,765		Net cash from operating activities	295,054		348,590
Investing Activities:	Investing Activities:					Investing Activities:
Securities held to maturity:	Securities held to maturity:					Securities held to maturity:
Purchases	Purchases	(31,545)		—		Purchases	(411,527)		—
Maturities, calls and principal repayments	Maturities, calls and principal repayments	111,211		120,029		Maturities, calls and principal repayments	263,226		122,416
Securities available for sale:	Securities available for sale:					Securities available for sale:
Purchases	Purchases	(3,356,279)		(455,091)		Purchases	(4,778,475)		(801,167)
Sales	Sales	—		—		Sales	—		—
Maturities, calls and principal repayments	Maturities, calls and principal repayments	236,032		351,612		Maturities, calls and principal repayments	382,152		576,763

Proceeds from sale of loans						Proceeds from sale of loans	2,365		—
Net change in loans	Net change in loans	(209,490)		(406,836)		Net change in loans	(404,515)		884,799
Benefits received on life insurance policies	Benefits received on life insurance policies	1,201		968		Benefits received on life insurance policies	1,332		1,509
Proceeds from sales of premises and equipment	Proceeds from sales of premises and equipment	1		3		Proceeds from sales of premises and equipment	18		6,436
Purchases of premises and equipment	Purchases of premises and equipment	(12,374)		(12,814)		Purchases of premises and equipment	(28,016)		(28,053)
Proceeds from sales of repossessed properties	Proceeds from sales of repossessed properties	1,543		100		Proceeds from sales of repossessed properties	1,543		100
Net cash from investing activities	Net cash from investing activities	(3,259,700)		(402,029)		Net cash from investing activities	(4,971,897)		762,803
Financing Activities:	Financing Activities:					Financing Activities:
Net change in deposits	Net change in deposits	1,735,233		1,909,419		Net change in deposits	2,906,069		3,718,379
Net change in short-term borrowings	Net change in short-term borrowings	(888,906)		(193,573)		Net change in short-term borrowings	(1,058,839)		126,592
Proceeds from stock option exercises	Proceeds from stock option exercises	5,739		29,397		Proceeds from stock option exercises	6,490		36,682
Purchase of treasury stock	Purchase of treasury stock	(996)		(1,288)		Purchase of treasury stock	(996)		(1,288)
Cash dividends paid on preferred stock	Cash dividends paid on preferred stock	(1,669)		(2,151)		Cash dividends paid on preferred stock	(3,338)		(3,820)
Cash dividends paid on common stock	Cash dividends paid on common stock	(48,443)		(46,124)		Cash dividends paid on common stock	(96,958)		(92,396)
Net cash from financing activities	Net cash from financing activities	800,958		1,695,680		Net cash from financing activities	1,752,428		3,784,149
Net change in cash and cash equivalents	Net change in cash and cash equivalents	(2,125,917)		1,513,416		Net change in cash and cash equivalents	(2,924,415)		4,895,542
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	16,583,000		10,288,853		Cash and cash equivalents at beginning of period	16,583,000		10,288,853
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	14,457,083	$	11,802,269	Cash and cash equivalents at end of period	$	13,658,585	$	15,184,395

See Notes to Consolidated Financial Statements.

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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, 2021, included in our Annual Report on Form 10-K filed with the SEC on February 4, 2022 (the “2021 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:


		Three Months Ended March 31,					Six Months Ended June 30,
		2022		2021			2022		2021
Cash paid for interest	Cash paid for interest	$	8,069	$	9,719	Cash paid for interest	$	22,551	$	15,936
Cash paid for income taxes	Cash paid for income taxes	—		—		Cash paid for income taxes	45,500		15,400
Significant non-cash transactions:	Significant non-cash transactions:					Significant non-cash transactions:
Unsettled securities transactions	Unsettled securities transactions	78,769		21,957		Unsettled securities transactions	110,623		358,752

Loans foreclosed and transferred to other real estate owned and foreclosed assets						Loans foreclosed and transferred to other real estate owned and foreclosed assets	—		3,251

Right-of-use lease assets obtained in exchange for lessee operating lease liabilities	Right-of-use lease assets obtained in exchange for lessee operating lease liabilities	4,013		1,326		Right-of-use lease assets obtained in exchange for lessee operating lease liabilities	8,857		1,552
Treasury stock issued to 401(k) stock purchase plan	Treasury stock issued to 401(k) stock purchase plan	—		1,749		Treasury stock issued to 401(k) stock purchase plan	—		1,749

Accounting Changes, Reclassifications and Restatements. Certain items in prior financial statements have been reclassified to conform to the current presentation.

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Note 2 - Securities

Securities - Held to Maturity. A summary of the amortized cost, fair value and allowance for credit losses related to securities held to maturity as of ~~March 31,~~June 30, 2022 and December 31, 2021 is presented below.


		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Allowance for Credit Losses		Net Carrying Amount			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Allowance for Credit Losses		Net Carrying Amount
March 31, 2022
June 30, 2022														June 30, 2022

Residential mortgage-backed securities	Residential mortgage-backed securities	$	526,969	$	—	$	17,519	$	509,450	$	—	$	526,969	Residential mortgage-backed securities	$	526,675	$	—	$	40,383	$	486,292	$	—	$	526,675
States and political subdivisions	States and political subdivisions	1,137,154		3,622		11,717		1,129,059		(158)		1,136,996		States and political subdivisions	1,418,411		3,956		81,583		1,340,784		(158)		1,418,253
Other	Other	1,500		—		16		1,484		—		1,500		Other	1,500		—		61		1,439		—		1,500
Total	Total	$	1,665,623	$	3,622	$	29,252	$	1,639,993	$	(158)	$	1,665,465	Total	$	1,946,586	$	3,956	$	122,027	$	1,828,515	$	(158)	$	1,946,428
December 31, 2021	December 31, 2021													December 31, 2021

Residential mortgage-backed securities	Residential mortgage-backed securities	$	527,264	$	18,766	$	—	$	546,030	$	—	$	527,264	Residential mortgage-backed securities	$	527,264	$	18,766	$	—	$	546,030	$	—	$	527,264
States and political subdivisions	States and political subdivisions	1,220,573		41,141		101		1,261,613		(158)		1,220,415		States and political subdivisions	1,220,573		41,141		101		1,261,613		(158)		1,220,415
Other	Other	1,500		—		—		1,500		—		1,500		Other	1,500		—		—		1,500		—		1,500
Total	Total	$	1,749,337	$	59,907	$	101	$	1,809,143	$	(158)	$	1,749,179	Total	$	1,749,337	$	59,907	$	101	$	1,809,143	$	(158)	$	1,749,179

All mortgage-backed securities included in the above table were issued by U.S. government agencies and corporations. The carrying value of held-to-maturity securities pledged to secure public funds, trust deposits, repurchase agreements and for other purposes, as required or permitted by law was ~~$252.0~~$245.5 million and $642.3 million at ~~March 31,~~June 30, 2022 and December 31, 2021, respectively. Accrued interest receivable on held-to-maturity securities totaled ~~$10.0~~$18.0 million and $18.4 million at ~~March 31,~~June 30, 2022 and December 31, 2021, respectively and is included in accrued interest receivable and other assets in the accompanying consolidated balance sheets.

From time to time, we have reclassified certain securities from available for sale to held to maturity. The net unamortized, unrealized gain remaining on transferred securities included in accumulated other comprehensive income in the accompanying balance sheet totaled ~~$2.3~~$2.1 million ($~~1.8~~1.7 million, net of tax) at ~~March 31,~~June 30, 2022 and $2.5 million ($2.0 million, net of tax) at December 31, 2021. 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.

The following table summarizes Moody's and/or Standard & Poor's bond ratings for our portfolio of held-to-maturity securities issued by States and political subdivisions and other securities as of ~~March 31,~~June 30, 2022 and December 31, 2021:


		States and Political Subdivisions											States and Political Subdivisions
		Not Guaranteed or Pre-Refunded		Guaranteed by the Texas PSF		Pre-Refunded		Total		Other Securities			Not Guaranteed or Pre-Refunded		Guaranteed by the Texas PSF		Pre-Refunded		Total		Other Securities
March 31, 2022
June 30, 2022												June 30, 2022
Aaa/AAA	Aaa/AAA	$	91,034	$	467,039	$	471,183	$	1,029,256	$	—	Aaa/AAA	$	161,274	$	764,405	$	344,335	$	1,270,014	$	—
Aa/AA	Aa/AA	107,898		—		—		107,898		—		Aa/AA	148,397		—		—		148,397		—

Not rated	Not rated	—		—		—		—		1,500		Not rated	—		—		—		—		1,500
Total	Total	$	198,932	$	467,039	$	471,183	$	1,137,154	$	1,500	Total	$	309,671	$	764,405	$	344,335	$	1,418,411	$	1,500
December 31, 2021	December 31, 2021											December 31, 2021
Aaa/AAA	Aaa/AAA	$	92,379	$	460,648	$	563,251	$	1,116,278	$	—	Aaa/AAA	$	92,379	$	460,648	$	563,251	$	1,116,278	$	—
Aa/AA	Aa/AA	104,295		—		—		104,295		—		Aa/AA	104,295		—		—		104,295		—

Not rated	Not rated	—		—		—		—		1,500		Not rated	—		—		—		—		1,500
Total	Total	$	196,674	$	460,648	$	563,251	$	1,220,573	$	1,500	Total	$	196,674	$	460,648	$	563,251	$	1,220,573	$	1,500

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The following table details activity in the allowance for credit losses on held-to-maturity securities during the three and six months ended ~~March 31,~~June 30, 2022 and 2021.


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2022			2021			2022		2021		2022		2021
Beginning balance	Beginning balance		$	158		$	160	Beginning balance	$	158	$	158	$	158	$	160
Credit loss expense (benefit)	Credit loss expense (benefit)		—			(2)		Credit loss expense (benefit)	—		—		—		(2)
Ending balance	Ending balance		$	158		$	158	Ending balance	$	158	$	158	$	158	$	158

Securities - Available for Sale. A summary of the amortized cost, fair value and allowance for credit losses related to securities available for sale as of ~~March 31,~~June 30, 2022 and December 31, 2021 is presented below.


		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Estimated Fair Value			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Estimated Fair Value
March 31, 2022
June 30, 2022												June 30, 2022
U.S. Treasury	U.S. Treasury	$	3,658,506	$	1,883	$	152,643	$	—	$	3,507,746	U.S. Treasury	$	4,656,896	$	2,093	$	242,690	$	—	$	4,416,299

Residential mortgage-backed securities	Residential mortgage-backed securities	5,696,906		7,246		328,113		—		5,376,039		Residential mortgage-backed securities	5,967,803		3,443		635,521		—		5,335,725
States and political subdivisions	States and political subdivisions	7,218,821		135,206		95,634		—		7,258,393		States and political subdivisions	7,183,199		50,465		246,368		—		6,987,296
Other	Other	42,361		—		—		—		42,361		Other	42,365		—		—		—		42,365
Total	Total	$	16,616,594	$	144,335	$	576,390	$	—	$	16,184,539	Total	$	17,850,263	$	56,001	$	1,124,579	$	—	$	16,781,685
December 31, 2021	December 31, 2021											December 31, 2021
U.S. Treasury	U.S. Treasury	$	2,165,702	$	23,333	$	9,602	$	—	$	2,179,433	U.S. Treasury	$	2,165,702	$	23,333	$	9,602	$	—	$	2,179,433

Residential mortgage-backed securities	Residential mortgage-backed securities	4,059,692		31,662		25,089		—		4,066,265		Residential mortgage-backed securities	4,059,692		31,662		25,089		—		4,066,265
States and political subdivisions	States and political subdivisions	7,178,135		463,810		5,374		—		7,636,571		States and political subdivisions	7,178,135		463,810		5,374		—		7,636,571
Other	Other	42,359		—		—		—		42,359		Other	42,359		—		—		—		42,359
Total	Total	$	13,445,888	$	518,805	$	40,065	$	—	$	13,924,628	Total	$	13,445,888	$	518,805	$	40,065	$	—	$	13,924,628

All mortgage-backed securities included in the above table were issued by U.S. government agencies and corporations. At ~~March 31,~~June 30, 2022, all of the securities in our available for sale municipal bond portfolio were issued by the State of Texas or political subdivisions or agencies within the State of Texas, of which approximately ~~75.7%~~75.3% are either guaranteed by the PSF or have been pre-refunded. Securities with limited marketability, such as stock in the Federal Reserve Bank and the Federal Home Loan Bank, are carried at cost and are reported as other available for sale securities in the table above. The carrying value of available-for-sale securities pledged to secure public funds, trust deposits, repurchase agreements and for other purposes, as required or permitted by law was ~~$4.8~~$4.4 billion and $5.8 billion at ~~March 31,~~June 30, 2022 and December 31, 2021, respectively. Accrued interest receivable on available-for-sale securities totaled ~~$80.8~~$131.3 million and $120.5 million at ~~March 31,~~June 30, 2022 and December 31, 2021, respectively, and is included in accrued interest receivable and other assets in the accompanying consolidated balance sheets.

The table below summarizes, as of ~~March 31,~~June 30, 2022, securities available for sale in an unrealized loss position for which an allowance for credit losses has not been recorded, aggregated by type of security and length of time in a continuous unrealized loss position.


		Less than 12 Months				More than 12 Months				Total					Less than 12 Months				More than 12 Months				Total
		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
U.S. Treasury	U.S. Treasury	$	3,220,375	$	152,643	$	—	$	—	$	3,220,375	$	152,643	U.S. Treasury	$	4,224,018	$	242,690	$	—	$	—	$	4,224,018	$	242,690
Residential mortgage-backed securities	Residential mortgage-backed securities	4,583,657		286,421		402,940		41,692		4,986,597		328,113		Residential mortgage-backed securities	4,825,871		568,405		369,098		67,116		5,194,969		635,521
States and political subdivisions	States and political subdivisions	1,233,614		93,136		13,602		2,498		1,247,216		95,634		States and political subdivisions	3,249,625		241,884		13,824		4,484		3,263,449		246,368
Total	Total	$	9,037,646	$	532,200	$	416,542	$	44,190	$	9,454,188	$	576,390	Total	$	12,299,514	$	1,052,979	$	382,922	$	71,600	$	12,682,436	$	1,124,579

As of ~~March 31,~~June 30, 2022, no allowance for credit losses has been recognized on available for sale securities in an unrealized loss position as management does not believe any of the securities are impaired due to reasons of credit quality. This is based upon our analysis of the underlying risk characteristics, including credit ratings, and other qualitative factors related to our available for sale securities and in consideration of our historical credit loss experience and internal forecasts. The issuers of these securities continue to make timely principal and interest payments under the contractual terms of the securities. Furthermore, 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. The unrealized losses

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~~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.

Contractual Maturities. The following table summarizes the maturity distribution schedule of securities held to maturity and securities available for sale as of ~~March 31,~~June 30, 2022. Mortgage-backed securities are included in maturity categories based on their stated maturity date. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Other securities classified as available for sale include stock in the Federal Reserve Bank and the Federal Home Loan Bank, which have no maturity date. These securities have been included in the total column only.


		Within 1 Year		1 - 5 Years		5 - 10 Years		After 10 Years		Total			Within 1 Year		1 - 5 Years		5 - 10 Years		After 10 Years		Total
Held To Maturity	Held To Maturity											Held To Maturity
Amortized Cost	Amortized Cost											Amortized Cost

Residential mortgage-backed securities	Residential mortgage-backed securities	$	16	$	—	$	514,842	$	12,111	$	526,969	Residential mortgage-backed securities	$	3	$	—	$	514,582	$	12,090	$	526,675
States and political subdivisions	States and political subdivisions	429,852		118,516		56,735		532,051		1,137,154		States and political subdivisions	350,365		84,053		22,102		961,891		1,418,411
Other	Other	—		1,500		—		—		1,500		Other	—		1,500		—		—		1,500
Total	Total	$	429,868	$	120,016	$	571,577	$	544,162	$	1,665,623	Total	$	350,368	$	85,553	$	536,684	$	973,981	$	1,946,586
Estimated Fair Value	Estimated Fair Value											Estimated Fair Value

Residential mortgage-backed securities	Residential mortgage-backed securities	$	16	$	—	$	498,078	$	11,356	$	509,450	Residential mortgage-backed securities	$	3	$	—	$	475,721	$	10,568	$	486,292
States and political subdivisions	States and political subdivisions	431,961		119,698		56,973		520,427		1,129,059		States and political subdivisions	351,237		84,787		22,166		882,594		1,340,784
Other	Other	—		1,484		—		—		1,484		Other	—		1,439		—		—		1,439
Total	Total	$	431,977	$	121,182	$	555,051	$	531,783	$	1,639,993	Total	$	351,240	$	86,226	$	497,887	$	893,162	$	1,828,515
Available For Sale	Available For Sale											Available For Sale
Amortized Cost	Amortized Cost											Amortized Cost
U. S. Treasury	U. S. Treasury	$	—	$	2,033,995	$	1,432,731	$	191,780	$	3,658,506	U. S. Treasury	$	—	$	3,031,706	$	1,433,320	$	191,870	$	4,656,896
Residential mortgage-backed securities	Residential mortgage-backed securities	102		12,917		19,060		5,664,827		5,696,906		Residential mortgage-backed securities	55		11,080		18,743		5,937,925		5,967,803
States and political subdivisions	States and political subdivisions	194,416		1,563,829		888,489		4,572,087		7,218,821		States and political subdivisions	207,078		1,546,995		902,953		4,526,173		7,183,199
Other	Other	—		—		—		—		42,361		Other	—		—		—		—		42,365
Total	Total	$	194,518	$	3,610,741	$	2,340,280	$	10,428,694	$	16,616,594	Total	$	207,133	$	4,589,781	$	2,355,016	$	10,655,968	$	17,850,263
Estimated Fair Value	Estimated Fair Value											Estimated Fair Value
U. S. Treasury	U. S. Treasury	$	—	$	1,978,865	$	1,350,553	$	178,328	$	3,507,746	U. S. Treasury	$	—	$	2,957,018	$	1,301,539	$	157,742	$	4,416,299
Residential mortgage-backed securities	Residential mortgage-backed securities	103		13,212		19,327		5,343,397		5,376,039		Residential mortgage-backed securities	55		11,231		18,792		5,305,647		5,335,725
States and political subdivisions	States and political subdivisions	197,231		1,603,985		899,602		4,557,575		7,258,393		States and political subdivisions	209,138		1,579,097		893,132		4,305,929		6,987,296
Other	Other	—		—		—		—		42,361		Other	—		—		—		—		42,365
Total	Total	$	197,334	$	3,596,062	$	2,269,482	$	10,079,300	$	16,184,539	Total	$	209,193	$	4,547,346	$	2,213,463	$	9,769,318	$	16,781,685

Sales of Securities. No held to maturity or available for sale securities were sold during the three or six months ended ~~March 31,~~June 30, 2022 or 2021.

Premiums and Discounts. Premium amortization and discount accretion included in interest income on securities was as follows:


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2022			2021			2022		2021		2022		2021
Premium amortization	Premium amortization		$	(29,060)		$	(31,235)	Premium amortization	$	(28,053)	$	(30,541)	$	(57,113)	$	(61,776)
Discount accretion	Discount accretion		1,406			637		Discount accretion	2,482		705		3,888		1,342
Net (premium amortization) discount accretion	Net (premium amortization) discount accretion		$	(27,654)		$	(30,598)	Net (premium amortization) discount accretion	$	(25,571)	$	(29,836)	$	(53,225)	$	(60,434)

Trading Account Securities. Trading account securities, at estimated fair value, were as follows:


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
U.S. Treasury	U.S. Treasury	$	23,939	$	24,237	U.S. Treasury	$	24,615	$	24,237
States and political subdivisions	States and political subdivisions	5,579		925		States and political subdivisions	65		925
Total	Total	$	29,518	$	25,162	Total	$	24,680	$	25,162

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Net gains and losses on trading account securities were as follows:


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2022			2021			2022		2021		2022		2021
Net gain on sales transactions	Net gain on sales transactions		$	340		$	109	Net gain on sales transactions	$	1,012	$	293	$	1,352	$	402
Net mark-to-market gains (losses)	Net mark-to-market gains (losses)		(168)			(69)		Net mark-to-market gains (losses)	(76)		—		(244)		(69)
Net gain (loss) on trading account securities	Net gain (loss) on trading account securities		$	172		$	40	Net gain (loss) on trading account securities	$	936	$	293	$	1,108	$	333

Note 3 - Loans

Loans were as follows:


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
Commercial and industrial	Commercial and industrial	$	5,584,117	$	5,364,954	Commercial and industrial	$	5,539,277	$	5,364,954
Energy:	Energy:					Energy:
Production	Production	820,107		878,436		Production	762,625		878,436
Service	Service	113,708		105,901		Service	121,356		105,901
Other	Other	102,764		93,455		Other	103,944		93,455
Total energy	Total energy	1,036,579		1,077,792		Total energy	987,925		1,077,792
Paycheck Protection Program	Paycheck Protection Program	207,669		428,882		Paycheck Protection Program	91,919		428,882
Commercial real estate:	Commercial real estate:					Commercial real estate:
Commercial mortgages	Commercial mortgages	5,918,011		5,867,062		Commercial mortgages	6,041,606		5,867,062
Construction	Construction	1,421,878		1,304,271		Construction	1,535,808		1,304,271
Land	Land	458,510		405,277		Land	478,674		405,277
Total commercial real estate	Total commercial real estate	7,798,399		7,576,610		Total commercial real estate	8,056,088		7,576,610
Consumer real estate:	Consumer real estate:					Consumer real estate:
Home equity loans	Home equity loans	321,842		324,157		Home equity loans	352,633		324,157
Home equity lines of credit	Home equity lines of credit	544,822		519,098		Home equity lines of credit	603,907		519,098
Other	Other	566,961		567,535		Other	604,495		567,535
Total consumer real estate	Total consumer real estate	1,433,625		1,410,790		Total consumer real estate	1,561,035		1,410,790
Total real estate	Total real estate	9,232,024		8,987,400		Total real estate	9,617,123		8,987,400
Consumer and other	Consumer and other	482,148		477,369		Consumer and other	499,782		477,369
Total loans	Total loans	$	16,542,537	$	16,336,397	Total loans	$	16,736,026	$	16,336,397

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 ~~March 31,~~June 30, 2022, there were no concentrations of loans related to any single industry in excess of 10% of total loans. The largest industry concentration was related to the energy industry, which totaled ~~6.3%~~5.9% of total loans (also ~~6.3%~~5.9% excluding PPP loans). Unfunded commitments to extend credit and standby letters of credit issued to customers in the energy industry totaled ~~$862.2~~$887.3 million and ~~$76.0~~$79.1 million, respectively, as of ~~March 31,~~June 30, 2022.

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 ~~March 31,~~June 30, 2022 or December 31, 2021.

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 ~~$346.5~~$342.5 million at ~~March 31,~~June 30, 2022 and $350.5 million at December 31, 2021.

Accrued Interest Receivable. Accrued interest receivable on loans totaled ~~$39.5~~$44.8 million and $40.0 million at ~~March 31,~~June 30, 2022 and December 31, 2021, respectively and is included in accrued interest receivable and other assets in the accompany consolidated balance sheets.

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Non-Accrual and Past Due Loans. Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on non-accrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions.

Non-accrual loans, segregated by class of loans, were as follows:


		March 31, 2022				December 31, 2021					June 30, 2022				December 31, 2021
		Total Non-Accrual		Non-Accrual with No Credit Loss Allowance		Total Non-Accrual		Non-Accrual with No Credit Loss Allowance			Total Non-Accrual		Non-Accrual with No Credit Loss Allowance		Total Non-Accrual		Non-Accrual with No Credit Loss Allowance
Commercial and industrial	Commercial and industrial	$	16,693	$	6,135	$	22,582	$	4,701	Commercial and industrial	$	11,170	$	3,093	$	22,582	$	4,701
Energy	Energy	12,271		6,912		14,433		8,533		Energy	11,114		6,442		14,433		8,533
Paycheck Protection Program	Paycheck Protection Program	—		—		—		—		Paycheck Protection Program	—		—		—		—
Commercial real estate:	Commercial real estate:									Commercial real estate:
Buildings, land and other	Buildings, land and other	19,003		17,005		15,297		13,817		Buildings, land and other	11,806		6,419		15,297		13,817
Construction	Construction	583		583		948		—		Construction	—		—		948		—
Consumer real estate	Consumer real estate	416		114		440		138		Consumer real estate	1,035		732		440		138
Consumer and other	Consumer and other	—		—		13		13		Consumer and other	—		—		13		13
Total	Total	$	48,966	$	30,749	$	53,713	$	27,202	Total	$	35,125	$	16,686	$	53,713	$	27,202

The following table presents non-accrual loans as of ~~March 31,~~June 30, 2022 by class and year of origination.


		2021		2020		2019		2018		2017		Prior		Revolving Loans		Revolving Loans Converted to Term		Total			2022		2021		2020		2019		2018		Prior		Revolving Loans		Revolving Loans Converted to Term		Total
Commercial and industrial	Commercial and industrial	$	—	$	478	$	4,101	$	3,910	$	1,552	$	1,033	$	2,038	$	3,581	$	16,693	Commercial and industrial	$	—	$	98	$	3,520	$	3,507	$	1,491	$	653	$	108	$	1,793	$	11,170
Energy	Energy	—		—		—		5,039		1,137		—		5,997		98		12,271		Energy	5,779		—		—		—		21		—		5,127		187		11,114
Paycheck Protection Program	Paycheck Protection Program	—		—		—		—		—		—		—		—		—		Paycheck Protection Program	—		—		—		—		—		—		—		—		—
Commercial real estate:	Commercial real estate:																			Commercial real estate:
Buildings, land and other	Buildings, land and other	—		8,407		296		1,199		394		2,932		—		5,775		19,003		Buildings, land and other	1,116		7,556		—		229		313		2,592		—		—		11,806
Construction	Construction	—		—		583		—		—		—		—		—		583		Construction	—		—		—		—		—		—		—		—		—
Consumer real estate	Consumer real estate	—		—		—		—		—		390		—		26		416		Consumer real estate	—		—		—		—		—		380		—		655		1,035
Consumer and other	Consumer and other	—		—		—		—		—		—		—		—		—		Consumer and other	—		—		—		—		—		—		—		—		—
Total	Total	$	—	$	8,885	$	4,980	$	10,148	$	3,083	$	4,355	$	8,035	$	9,480	$	48,966	Total	$	6,895	$	7,654	$	3,520	$	3,736	$	1,825	$	3,625	$	5,235	$	2,635	$	35,125

Had non-accrual loans performed in accordance with their original contract terms, we would have recognized additional interest income, net of tax, of approximately ~~$407~~$436 thousand and $843 thousand for the three and six months ended ~~March 31,~~June 30, 2022, respectively, and approximately ~~$453~~$427 thousand and $881 thousand for the three and six months ended ~~March 31, 2021.~~June 30, 2021, respectively.

An age analysis of past due loans (including both accruing and non-accruing loans), segregated by class of loans, as of ~~March 31,~~June 30, 2022 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			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	Commercial and industrial	$	13,016	$	8,042	$	21,058	$	5,563,059	$	5,584,117	$	4,166	Commercial and industrial	$	14,529	$	3,993	$	18,522	$	5,520,755	$	5,539,277	$	3,280
Energy	Energy	—		6,382		6,382		1,030,197		1,036,579		287		Energy	200		3,275		3,475		984,450		987,925		—
Paycheck Protection Program	Paycheck Protection Program	671		8,377		9,048		198,621		207,669		8,377		Paycheck Protection Program	5,919		5,063		10,982		80,937		91,919		5,063
Commercial real estate:	Commercial real estate:													Commercial real estate:
Buildings, land and other	Buildings, land and other	21,542		11,546		33,088		6,343,433		6,376,521		1,046		Buildings, land and other	17,852		7,441		25,293		6,494,987		6,520,280		781
Construction	Construction	1,988		—		1,988		1,419,890		1,421,878		—		Construction	832		—		832		1,534,976		1,535,808		—
Consumer real estate	Consumer real estate	4,210		2,409		6,619		1,427,006		1,433,625		2,103		Consumer real estate	6,921		1,268		8,189		1,552,846		1,561,035		903
Consumer and other	Consumer and other	6,393		593		6,986		475,162		482,148		593		Consumer and other	4,443		598		5,041		494,741		499,782		598
Total	Total	$	47,820	$	37,349	$	85,169	$	16,457,368	$	16,542,537	$	16,572	Total	$	50,696	$	21,638	$	72,334	$	16,663,692	$	16,736,026	$	10,625

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Troubled Debt Restructurings. ~~There were no loans modified as troubled~~Troubled debt restructurings during the ~~three~~six months ended ~~March 31,~~June 30, 2022 and ~~2021.~~ 2021 are set forth in the following table.


	Six Months Ended June 30, 2022				Six Months Ended June 30, 2021
	Balance at Restructure		Balance at Period-End		Balance at Restructure		Balance at Period-End

Energy	$	—	$	—	$	3,817	$	3,817
Commercial real estate:
Buildings, land and other	1,155		1,116		582		579



	$	1,155	$	1,116	$	4,399	$	4,396

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. ~~Modifications have~~The modifications during the reported periods did not ~~generally had a significant~~significantly impact on our determination of the allowance for credit losses on loans.

Information as of or for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021 related to loans restructured during the ~~last~~preceding twelve months is set forth in the following table.


		March 31, 2022		March 31, 2021			June 30, 2022		June 30, 2021
Restructured loans past due in excess of 90 days at period-end:	Restructured loans past due in excess of 90 days at period-end:					Restructured loans past due in excess of 90 days at period-end:
Number of loans	Number of loans	2		2		Number of loans	—		1
Dollar amount of loans	Dollar amount of loans	$	572	$	1,392	Dollar amount of loans	$	—	$	1,322

Restructured loans on non-accrual status at period end						Restructured loans on non-accrual status at period end	1,116		4,090
Charge-offs of restructured loans:	Charge-offs of restructured loans:					Charge-offs of restructured loans:

Recognized in connection with restructuring						Recognized in connection with restructuring	—		—
Recognized on previously restructured loans	Recognized on previously restructured loans	723		1,433		Recognized on previously restructured loans	723		—

Proceeds from sale of restructured loans						Proceeds from sale of restructured loans	1,070		—

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, (iv) non-performing loans (see details above) and ~~(vi)~~(v) 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 2021 Form 10-K. We monitor portfolio credit quality by the weighted-average risk grade of each class of commercial loan. Individual relationship managers, under the oversight of credit administration, 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.

Table of Contents

The following tables present weighted-average risk grades for all commercial loans, by class and year of origination/renewal as of ~~March 31,~~June 30, 2022. Paycheck Protection Program (“PPP”) loans are excluded as such loans are fully guaranteed by the Small Business Administration (“SBA”).

2022 2021 2020 2019 2018 Prior Revolving Loans Revolving Loans Converted to Term Total W/A Risk Grade
Commercial and industrial
Risk grades 1-8 $ 836,152 $ 894,663 $ 592,780 $ 305,667 $ 160,622 $ 243,869 $ 2,255,878 $ 44,778 $ 5,334,409 6.18
Risk grade 9 4,702 34,513 6,562 11,434 21,841 8,319 54,008 4,721 146,100 9.00
Risk grade 10 3,500 22,084 6,527 1,039 4,007 578 13,899 1,198 52,832 10.00
Risk grade 11 — 1,926 6,672 9,679 1,697 2,200 5,958 5,951 34,083 11.00
Risk grade 12 — 478 2,644 3,510 1,488 619 941 2,015 11,695 12.00
Risk grade 13 — — 1,457 400 64 414 1,097 1,566 4,998 13.00
$ 844,354 $ 953,664 $ 616,642 $ 331,729 $ 189,719 $ 255,999 $ 2,331,781 $ 60,229 $ 5,584,117 6.34
W/A risk grade 6.16 6.87 6.17 6.75 7.00 5.80 6.14 7.82 6.34
Energy
Risk grades 1-8 $ 279,051 $ 125,435 $ 7,519 $ 8,444 $ 4,068 $ 5,665 $ 509,657 $ 59,424 $ 999,263 5.71
Risk grade 9 1,425 103 508 1,407 96 — 5,668 43 9,250 9.00
Risk grade 10 — — 90 580 351 — — 515 1,536 10.00
Risk grade 11 9,097 265 512 3,256 951 178 — — 14,259 11.00
Risk grade 12 — — — 3,708 58 — 3,215 98 7,079 12.00
Risk grade 13 — — — 1,331 1,079 — 2,782 — 5,192 13.00
$ 289,573 $ 125,803 $ 8,629 $ 18,726 $ 6,603 $ 5,843 $ 521,322 $ 60,080 $ 1,036,579 5.89
W/A risk grade 6.36 5.77 7.73 9.34 9.24 7.16 5.41 6.31 5.89

~~Table of Contents~~


		2022		2021		2020		2019		2018		Prior		Revolving Loans		Revolving Loans Converted to Term		Total		W/A Risk Grade		2022		2021		2020		2019		2018		Prior		Revolving Loans		Revolving Loans Converted to Term		Total		W/A Risk Grade
Commercial and industrial																					Commercial and industrial
Risk grades 1-8																					Risk grades 1-8	$	1,009,520	$	805,675	$	563,122	$	267,129	$	142,114	$	221,192	$	2,213,761	$	54,235	$	5,276,748	6.23
Risk grade 9																					Risk grade 9	12,633		21,474		6,914		9,067		20,961		8,682		79,546		5,662		164,939		9.00
Risk grade 10																					Risk grade 10	5,000		23,293		2,437		705		1,808		255		20,879		2,093		56,470		10.00
Risk grade 11																					Risk grade 11	—		1,651		6,280		9,490		1,556		2,027		4,100		4,846		29,950		11.00
Risk grade 12																					Risk grade 12	—		98		2,569		3,106		1,427		251		108		747		8,306		12.00
Risk grade 13																					Risk grade 13	—		—		951		401		64		402		—		1,046		2,864		13.00
																						$	1,027,153	$	852,191	$	582,273	$	289,898	$	167,930	$	232,809	$	2,318,394	$	68,629	$	5,539,277	6.38
W/A risk grade																					W/A risk grade	6.28		7.03		6.10		6.75		7.01		5.79		6.20		7.52		6.38
Energy																					Energy
Risk grades 1-8																					Risk grades 1-8	$	312,271	$	111,163	$	6,939	$	6,332	$	3,564	$	5,239	$	446,460	$	49,185	$	941,153	5.57
Risk grade 9																					Risk grade 9	1,660		95		268		1,192		26		—		10,955		39		14,235		9.00
Risk grade 10																					Risk grade 10	—		—		73		515		239		—		—		58		885		10.00
Risk grade 11																					Risk grade 11	9,097		221		541		4,630		885		164		5,000		—		20,538		11.00
Risk grade 12																					Risk grade 12	3,463		—		—		—		21		—		2,771		187		6,442		12.00
Risk grade 13																					Risk grade 13	2,316		—		—		—		—		—		2,356		—		4,672		13.00
																						$	328,807	$	111,479	$	7,821	$	12,669	$	4,735	$	5,403	$	467,542	$	49,469	$	987,925	5.82
W/A risk grade																					W/A risk grade	6.09		5.66		7.69		8.63		8.30		7.17		5.46		6.25		5.82
Commercial real estate:	Commercial real estate:																				Commercial real estate:
Buildings, land, other	Buildings, land, other																				Buildings, land, other
Risk grades 1-8	Risk grades 1-8	$	607,883	$	1,554,611	$	1,113,230	$	809,206	$	498,477	$	1,057,840	$	72,704	$	96,924	$	5,810,875	6.89	Risk grades 1-8	$	1,101,851	$	1,495,414	$	999,836	$	788,421	$	428,539	$	963,918	$	84,964	$	106,450	$	5,969,393	6.90
Risk grade 9	Risk grade 9	6,163		20,766		108,943		53,448		23,459		45,034		5,516		2,618		265,947		9.00	Risk grade 9	64,026		27,271		99,934		47,898		20,773		35,908		7,412		2,848		306,070		9.00
Risk grade 10	Risk grade 10	46,125		22,716		7,310		66,821		24,539		57,602		—		—		225,113		10.00	Risk grade 10	5,851		17,824		17,104		52,210		20,353		53,622		3,500		—		170,464		10.00
Risk grade 11	Risk grade 11	—		260		1,293		7,328		6,788		36,699		3,215		—		55,583		11.00	Risk grade 11	162		434		1,269		7,189		8,969		44,318		206		—		62,547		11.00
Risk grade 12	Risk grade 12	—		8,081		296		1,199		394		2,932		—		5,775		18,677		12.00	Risk grade 12	646		6,545		—		229		313		2,592		—		—		10,325		12.00
Risk grade 13	Risk grade 13	—		326		—		—		—		—		—		—		326		13.00	Risk grade 13	470		1,011		—		—		—		—		—		—		1,481		13.00
		$	660,171	$	1,606,760	$	1,231,072	$	938,002	$	553,657	$	1,200,107	$	81,435	$	105,317	$	6,376,521	7.14		$	1,173,006	$	1,548,499	$	1,118,143	$	895,947	$	478,947	$	1,100,358	$	96,082	$	109,298	$	6,520,280	7.12
W/A risk grade	W/A risk grade	7.08		7.22		7.04		7.32		7.27		6.97		7.06		6.99		7.14			W/A risk grade	7.01		7.23		7.16		7.25		7.28		6.95		7.24		6.44		7.12
Construction	Construction																				Construction
Risk grades 1-8	Risk grades 1-8	$	202,413	$	634,897	$	195,127	$	141,510	$	636	$	1,842	$	207,182	$	3,666	$	1,387,273	6.96	Risk grades 1-8	$	276,072	$	662,364	$	179,896	$	100,915	$	631	$	1,804	$	253,781	$	4,247	$	1,479,710	6.86
Risk grade 9	Risk grade 9	171		28,069		5,359		—		—		423		—		—		34,022		9.00	Risk grade 9	11,295		637		2,670		—		—		401		—		—		15,003		9.00
Risk grade 10	Risk grade 10	—		—		—		—		—		—		—		—		—		10.00	Risk grade 10	27,992		—		—		13,103		—		—		—		—		41,095		10.00
Risk grade 11	Risk grade 11	—		—		—		—		—		—		—		—		—		11.00	Risk grade 11	—		—		—		—		—		—		—		—		—		11.00
Risk grade 12	Risk grade 12	—		—		583		—		—		—		—		—		583		12.00	Risk grade 12	—		—		—		—		—		—		—		—		—		12.00
Risk grade 13	Risk grade 13	—		—		—		—		—		—		—		—		—		13.00	Risk grade 13	—		—		—		—		—		—		—		—		—		13.00
		$	202,584	$	662,966	$	201,069	$	141,510	$	636	$	2,265	$	207,182	$	3,666	$	1,421,878	7.01		$	315,359	$	663,001	$	182,566	$	114,018	$	631	$	2,205	$	253,781	$	4,247	$	1,535,808	6.96
W/A risk grade	W/A risk grade	6.83		7.28		6.38		7.98		6.22		7.17		6.28		8.00		7.01			W/A risk grade	7.10		7.12		6.64		8.21		6.21		7.16		6.10		5.01		6.96
Total commercial real estate	Total commercial real estate	$	862,755	$	2,269,726	$	1,432,141	$	1,079,512	$	554,293	$	1,202,372	$	288,617	$	108,983	$	7,798,399	7.11	Total commercial real estate	$	1,488,365	$	2,211,500	$	1,300,709	$	1,009,965	$	479,578	$	1,102,563	$	349,863	$	113,545	$	8,056,088	7.09
W/A risk grade	W/A risk grade	7.02		7.24		6.95		7.41		7.27		6.97		6.50		7.03		7.11			W/A risk grade	7.03		7.19		7.09		7.36		7.28		6.95		6.41		6.39		7.09

In the table above, certain energy and commercial real estate loans are reported as 2022 originations and have risk grades of 11 or higher. These loans were, for the most part, first originated in various years prior to 2022 but were renewed in the current year.

Table of Contents

The following tables present weighted average risk grades for all commercial loans by class as of December 31, 2021. Refer to our 2021 Form 10-K for details of these loans by year of origination/renewal.


	Commercial and Industrial			Energy			Commercial Real Estate - Buildings, Land and Other			Commercial Real Estate - Construction			Total Commercial Real Estate
	W/A Risk Grade	Loans		W/A Risk Grade	Loans		W/A Risk Grade	Loans		W/A Risk Grade	Loans		W/A Risk Grade	Loans
Risk grades 1-8	6.01	$	5,063,847	5.78	$	1,008,370	6.91	$	5,574,922	6.99	$	1,262,200	6.92	$	6,837,122
Risk grade 9	9.00	187,870		9.00	36,622		9.00	321,533		9.00	41,123		9.00	362,656
Risk grade 10	10.00	59,137		10.00	1,773		10.00	269,447		10.00	—		10.00	269,447
Risk grade 11	11.00	31,518		11.00	16,594		11.00	91,140		11.00	—		11.00	91,140
Risk grade 12	12.00	12,535		12.00	8,953		12.00	15,097		12.00	748		12.00	15,845
Risk grade 13	13.00	10,047		13.00	5,480		13.00	200		13.00	200		13.00	400
Total	6.22	$	5,364,954	6.06	$	1,077,792	7.22	$	6,272,339	7.06	$	1,304,271	7.19	$	7,576,610

~~Table of Contents~~

Information about the payment status of consumer loans, segregated by portfolio segment and year of origination, as of ~~March 31,~~June 30, 2022 was as follows:


		2022		2021		2020		2019		2018		Prior		Revolving Loans		Revolving Loans Converted to Term		Total			2022		2021		2020		2019		2018		Prior		Revolving Loans		Revolving Loans Converted to Term		Total
Consumer real estate:	Consumer real estate:																			Consumer real estate:
Past due 30-89 days	Past due 30-89 days	$	—	$	303	$	55	$	465	$	309	$	1,587	$	60	$	1,431	$	4,210	Past due 30-89 days	$	140	$	287	$	387	$	668	$	401	$	2,771	$	602	$	1,665	$	6,921
Past due 90 or more days	Past due 90 or more days	—		—		4		—		297		854		1,004		250		2,409		Past due 90 or more days	—		—		—		4		142		875		247		—		1,268
Total past due	Total past due	—		303		59		465		606		2,441		1,064		1,681		6,619		Total past due	140		287		387		672		543		3,646		849		1,665		8,189
Current loans	Current loans	51,321		322,814		225,921		86,664		48,481		149,677		533,182		8,946		1,427,006		Current loans	154,178		324,089		211,133		80,351		43,828		137,836		592,539		8,892		1,552,846
Total	Total	$	51,321	$	323,117	$	225,980	$	87,129	$	49,087	$	152,118	$	534,246	$	10,627	$	1,433,625	Total	$	154,318	$	324,376	$	211,520	$	81,023	$	44,371	$	141,482	$	593,388	$	10,557	$	1,561,035
Consumer and other:	Consumer and other:																			Consumer and other:
Past due 30-89 days	Past due 30-89 days	$	1,470	$	385	$	53	$	69	$	54	$	24	$	2,344	$	1,994	$	6,393	Past due 30-89 days	$	1,974	$	69	$	64	$	44	$	5	$	45	$	32	$	2,210	$	4,443
Past due 90 or more days	Past due 90 or more days	—		499		—		23		—		13		—		58		593		Past due 90 or more days	439		—		—		19		11		—		—		129		598
Total past due	Total past due	1,470		884		53		92		54		37		2,344		2,052		6,986		Total past due	2,413		69		64		63		16		45		32		2,339		5,041
Current loans	Current loans	21,692		34,798		13,127		4,936		2,207		2,520		371,266		24,616		475,162		Current loans	31,230		30,712		10,798		4,166		1,814		2,042		391,713		22,266		494,741
Total	Total	$	23,162	$	35,682	$	13,180	$	5,028	$	2,261	$	2,557	$	373,610	$	26,668	$	482,148	Total	$	33,643	$	30,781	$	10,862	$	4,229	$	1,830	$	2,087	$	391,745	$	24,605	$	499,782

Revolving loans that converted to term during the three and six months ended ~~March 31,~~June 30, 2022 and 2021 were as follows:


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2021			2020			2022		2021		2022		2021
Commercial and industrial	Commercial and industrial		$	5,763		$	11,843	Commercial and industrial	$	16,518	$	22,111	$	21,973	$	31,561
Energy	Energy		—			5,928		Energy	247		294		247		6,177
Commercial real estate:	Commercial real estate:							Commercial real estate:
Buildings, land and other	Buildings, land and other		47			23,303		Buildings, land and other	10,681		8,195		10,726		31,321
Construction	Construction		3,666			—		Construction	13		—		4,248		—
Consumer real estate	Consumer real estate		858			793		Consumer real estate	888		205		1,684		977
Consumer and other	Consumer and other		4,222			3,861		Consumer and other	1,792		1,961		5,868		5,696
Total	Total		$	14,556		$	45,728	Total	$	30,139	$	32,766	$	44,746	$	75,732

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 2021 Form 10-K, totaled ~~141.2~~138.4 at ~~March 31,~~June 30, 2022 and 135.9 at December 31, 2021. A higher TLI value implies more favorable economic conditions.

Table of Contents

Allowance For Credit Losses - Loans. The allowance for credit losses on loans is a contra-asset valuation account, calculated in accordance with ASC 326, that is deducted from the amortized cost basis of loans to present the net amount expected to be collected. The amount of the allowance represents management's best estimate of current expected credit losses on loans considering available information, from internal and external sources, relevant to assessing collectibility over the loans' contractual terms, adjusted for expected prepayments when appropriate. Credit loss expense related to loans reflects the totality of actions taken on all loans for a particular period including any necessary increases or decreases in the allowance related to changes in credit loss expectations associated with specific loans or pools of loans. 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. While management utilizes its best judgment and information available, the ultimate appropriateness of the allowance is dependent upon a variety of factors beyond our control, including the performance of our loan portfolio, the economy, changes in interest rates and the view of the regulatory authorities toward loan classifications. Our allowance methodology is more fully described in our 2021 Form 10-K.

~~Table of Contents~~

The following table presents details of the allowance for credit losses on loans segregated by loan portfolio segment as of ~~March 31,~~June 30, 2022 and December 31, 2021. No allowance for credit losses has been recognized for PPP loans as such loans are fully guaranteed by the SBA.


March 31, 2022		Commercial and Industrial		Energy		Commercial Real Estate		Consumer Real Estate		Consumer and Other		Total
June 30, 2022														June 30, 2022	Commercial and Industrial		Energy		Commercial Real Estate		Consumer Real Estate		Consumer and Other		Total
Modeled expected credit losses	Modeled expected credit losses	$	46,635	$	5,971	$	17,110	$	6,260	$	7,634	$	83,610	Modeled expected credit losses	$	48,776	$	6,106	$	20,093	$	6,639	$	9,609	$	91,223
Q-Factor and other qualitative adjustments	Q-Factor and other qualitative adjustments	33,916		4,260		111,518		63		1,440		151,197		Q-Factor and other qualitative adjustments	35,134		3,989		95,532		133		2,526		137,314
Specific allocations	Specific allocations	6,475		5,191		326		36		—		12,028		Specific allocations	3,360		6,172		1,481		82		—		11,095
Total	Total	$	87,026	$	15,422	$	128,954	$	6,359	$	9,074	$	246,835	Total	$	87,270	$	16,267	$	117,106	$	6,854	$	12,135	$	239,632
December 31, 2021	December 31, 2021													December 31, 2021
Modeled expected credit losses	Modeled expected credit losses	$	46,946	$	6,363	$	16,676	$	6,484	$	6,397	$	82,866	Modeled expected credit losses	$	46,946	$	6,363	$	16,676	$	6,484	$	6,397	$	82,866
Q-Factor and other qualitative adjustments	Q-Factor and other qualitative adjustments	14,609		5,374		127,860		65		1,440		149,348		Q-Factor and other qualitative adjustments	14,609		5,374		127,860		65		1,440		149,348
Specific allocations	Specific allocations	10,536		5,480		400		36		—		16,452		Specific allocations	10,536		5,480		400		36		—		16,452
Total	Total	$	72,091	$	17,217	$	144,936	$	6,585	$	7,837	$	248,666	Total	$	72,091	$	17,217	$	144,936	$	6,585	$	7,837	$	248,666

The following table details activity in the allowance for credit losses on loans by portfolio segment for the three and six months ended ~~March 31,~~June 30, 2022 and 2021. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories. No allowance for credit losses has been recognized for PPP loans as such loans are fully guaranteed by the SBA.


		Commercial and Industrial		Energy		Commercial Real Estate		Consumer Real Estate		Consumer and Other		Total			Commercial and Industrial		Energy		Commercial Real Estate		Consumer Real Estate		Consumer and Other		Total
Three months ended:	Three months ended:													Three months ended:
March 31, 2022
June 30, 2022														June 30, 2022
Beginning balance	Beginning balance	$	72,091	$	17,217	$	144,936	$	6,585	$	7,837	$	248,666	Beginning balance	$	87,026	$	15,422	$	128,954	$	6,359	$	9,074	$	246,835
Credit loss expense (benefit)	Credit loss expense (benefit)	17,561		(2,044)		(15,609)		(26)		4,582		4,464		Credit loss expense (benefit)	942		427		(12,232)		583		5,884		(4,396)
Charge-offs	Charge-offs	(3,455)		(371)		(702)		(231)		(5,771)		(10,530)		Charge-offs	(1,891)		—		—		(131)		(5,322)		(7,344)
Recoveries	Recoveries	829		620		329		31		2,426		4,235		Recoveries	1,193		418		384		43		2,499		4,537
Net charge-offs	Net charge-offs	(2,626)		249		(373)		(200)		(3,345)		(6,295)		Net charge-offs	(698)		418		384		(88)		(2,823)		(2,807)
Ending balance	Ending balance	$	87,026	$	15,422	$	128,954	$	6,359	$	9,074	$	246,835	Ending balance	$	87,270	$	16,267	$	117,106	$	6,854	$	12,135	$	239,632
March 31, 2021
June 30, 2021														June 30, 2021
Beginning balance	Beginning balance	$	73,843	$	39,553	$	134,892	$	7,926	$	6,963	$	263,177	Beginning balance	$	70,892	$	33,472	$	144,440	$	5,636	$	6,818	$	261,258
Credit loss expense (benefit)	Credit loss expense (benefit)	(1,965)		(5,801)		8,922		(2,722)		1,566		—		Credit loss expense (benefit)	(5,901)		(5,527)		3,654		611		2,784		(4,379)
Charge-offs	Charge-offs	(2,189)		(1,433)		—		(284)		(4,060)		(7,966)		Charge-offs	(685)		—		(137)		(388)		(3,882)		(5,092)
Recoveries	Recoveries	1,203		1,153		626		716		2,349		6,047		Recoveries	965		65		36		295		2,140		3,501
Net charge-offs	Net charge-offs	(986)		(280)		626		432		(1,711)		(1,919)		Net charge-offs	280		65		(101)		(93)		(1,742)		(1,591)
Ending balance	Ending balance	$	70,892	$	33,472	$	144,440	$	5,636	$	6,818	$	261,258	Ending balance	$	65,271	$	28,010	$	147,993	$	6,154	$	7,860	$	255,288

Table of Contents


	Commercial and Industrial		Energy		Commercial Real Estate		Consumer Real Estate		Consumer and Other		Total
Six months ended:
June 30, 2022
Beginning balance	$	72,091	$	17,217	$	144,936	$	6,585	$	7,837	$	248,666
Credit loss expense (benefit)	18,503		(1,617)		(27,841)		557		10,466		68
Charge-offs	(5,346)		(371)		(702)		(362)		(11,093)		(17,874)
Recoveries	2,022		1,038		713		74		4,925		8,772
Net (charge-offs) recoveries	(3,324)		667		11		(288)		(6,168)		(9,102)
Ending balance	$	87,270	$	16,267	$	117,106	$	6,854	$	12,135	$	239,632
June 30, 2021
Beginning balance	$	73,843	$	39,553	$	134,892	$	7,926	$	6,963	$	263,177
Credit loss expense (benefit)	(7,866)		(11,328)		12,576		(2,111)		4,350		(4,379)
Charge-offs	(2,874)		(1,433)		(137)		(672)		(7,942)		(13,058)
Recoveries	2,168		1,218		662		1,011		4,489		9,548
Net (charge-offs) recoveries	(706)		(215)		525		339		(3,453)		(3,510)
Ending balance	$	65,271	$	28,010	$	147,993	$	6,154	$	7,860	$	255,288

The following table presents loans that were evaluated for expected credit losses on an individual basis and the related specific allocations, by loan portfolio segment, as of ~~March 31,~~June 30, 2022 and December 31, 2021.

March 31, 2022 December 31, 2021
Loan
Balance Specific Allocations Loan
Balance Specific Allocations
Commercial and industrial $ 21,529 $ 6,475 $ 24,523 $ 10,536
Energy 11,931 5,191 16,393 5,480
Paycheck Protection Program — — — —
Commercial real estate:
Buildings, land and other 28,806 326 24,670 200
Construction — — 948 200
Consumer real estate 302 36 303 36
Consumer and other — — — —
Total $ 62,568 $ 12,028 $ 66,837 $ 16,452


	June 30, 2022				December 31, 2021
	Loan Balance		Specific Allocations		Loan Balance		Specific Allocations
Commercial and industrial	$	12,539	$	3,360	$	24,523	$	10,536
Energy	15,906		6,172		16,393		5,480
Paycheck Protection Program	—		—		—		—
Commercial real estate:
Buildings, land and other	21,205		1,481		24,670		200
Construction	—		—		948		200
Consumer real estate	934		82		303		36
Consumer and other	—		—		—		—
Total	$	50,584	$	11,095	$	66,837	$	16,452

~~Table of Contents~~

Note 4 - Goodwill and Other Intangible Assets

Goodwill and other intangible assets are presented in the table below.


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
Goodwill	Goodwill	$	654,952	$	654,952	Goodwill	$	654,952	$	654,952
Other intangible assets:	Other intangible assets:					Other intangible assets:
Core deposits	Core deposits	$	591	$	718	Core deposits	$	479	$	718
Customer relationships	Customer relationships	129		148		Customer relationships	110		148
		$	720	$	866		$	589	$	866

The estimated aggregate future amortization expense for intangible assets remaining as of ~~March 31,~~June 30, 2022 is as follows:


Remainder of 2022	Remainder of 2022	$	335	Remainder of 2022	$	204
2023	2023	282		2023	282
2024	2024	87		2024	87
2025	2025	11		2025	11
2026	2026	5		2026	5
Thereafter		—
		$	720
					$	589

Table of Contents

Note 5 - Deposits

Deposits were as follows:


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
Non-interest-bearing demand deposits	Non-interest-bearing demand deposits	$	18,114,430	$	18,423,018	Non-interest-bearing demand deposits	$	18,783,931	$	18,423,018
Interest-bearing deposits:	Interest-bearing deposits:					Interest-bearing deposits:
Savings and interest checking	Savings and interest checking	12,484,308		11,930,959		Savings and interest checking	12,309,066		11,930,959
Money market accounts	Money market accounts	12,490,612		11,228,815		Money market accounts	12,989,902		11,228,815
Time accounts	Time accounts	1,341,579		1,112,904		Time accounts	1,518,866		1,112,904
Total interest-bearing deposits	Total interest-bearing deposits	26,316,499		24,272,678		Total interest-bearing deposits	26,817,834		24,272,678
Total deposits	Total deposits	$	44,430,929	$	42,695,696	Total deposits	$	45,601,765	$	42,695,696

The following table presents additional information about our deposits:


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021

Deposits from foreign sources (primarily Mexico)	Deposits from foreign sources (primarily Mexico)	$	1,092,302	$	993,479	Deposits from foreign sources (primarily Mexico)	$	1,090,169	$	993,479
Non-interest-bearing public funds deposits	Non-interest-bearing public funds deposits	746,097		1,235,026		Non-interest-bearing public funds deposits	681,205		1,235,026
Interest-bearing public funds deposits	Interest-bearing public funds deposits	975,511		810,863		Interest-bearing public funds deposits	837,427		810,863
Total deposits not covered by deposit insurance	Total deposits not covered by deposit insurance	25,213,248		24,125,359		Total deposits not covered by deposit insurance	25,810,407		24,125,359
Time deposits not covered by deposit insurance	Time deposits not covered by deposit insurance	357,529		238,608		Time deposits not covered by deposit insurance	364,486		238,608

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Note 6 - Off-Balance-Sheet Arrangements, Commitments, Guarantees 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 2021 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:


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
Commitments to extend credit	Commitments to extend credit	$	10,356,196	$	10,420,142	Commitments to extend credit	$	10,771,940	$	10,420,142
Standby letters of credit	Standby letters of credit	236,798		238,690		Standby letters of credit	327,847		238,690
Deferred standby letter of credit fees	Deferred standby letter of credit fees	1,704		2,072		Deferred standby letter of credit fees	1,890		2,072

Allowance For Credit Losses - Off-Balance-Sheet Credit Exposures. The allowance for credit losses on off-balance-sheet credit exposures is a liability account, calculated in accordance with ASC 326, representing expected credit losses over the contractual period for which we are exposed to credit risk resulting from a contractual obligation to extend credit. No allowance is recognized if we have the unconditional right to cancel the obligation. Off-balance-sheet credit exposures primarily consist of amounts available under outstanding lines of credit and letters of credit detailed in the table above. The amount of the allowance represents management's best estimate of expected credit losses on commitments expected to be funded over the contractual life of the commitment. Our allowance methodology is more fully described in our 2021 Form 10-K.

The following table details activity in the allowance for credit losses on off-balance-sheet credit exposures.


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2022			2021			2022		2021		2022		2021
Beginning balance	Beginning balance		$	50,314		$	44,152	Beginning balance	$	45,850	$	44,217	$	50,314	$	44,152
Credit loss expense (benefit)	Credit loss expense (benefit)		(4,464)			65		Credit loss expense (benefit)	4,396		4,379		(68)		4,444
Ending balance	Ending balance		$	45,850		$	44,217	Ending balance	$	50,246	$	48,596	$	50,246	$	48,596

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Lease Commitments. We lease certain office facilities and office equipment under operating leases. The components of total lease expense were as follows:


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2022			2021			2022		2021		2022		2021
Amortization of lease right-of-use assets	Amortization of lease right-of-use assets		$	8,105		$	8,283	Amortization of lease right-of-use assets	$	8,209	$	8,129	$	16,314	$	16,412
Short-term lease expense	Short-term lease expense		613			204		Short-term lease expense	490		530		1,103		734
Non-lease components (including taxes, insurance, common maintenance, etc.)	Non-lease components (including taxes, insurance, common maintenance, etc.)		3,020			3,004		Non-lease components (including taxes, insurance, common maintenance, etc.)	2,748		2,337		5,768		5,341
Total	Total		$	11,738		$	11,491	Total	$	11,447	$	10,996	$	23,185	$	22,487

Right-of-use lease assets totaled ~~$279.5~~$278.3 million at ~~March 31,~~June 30, 2022 and $281.4 million at December 31, 2021 and are reported as a component of premises and equipment on our accompanying consolidated balance sheets. The related lease liabilities totaled ~~$311.8~~$310.5 million at ~~March 31,~~June 30, 2022 and $313.4 million at December 31, 2021 and are reported as a component of accrued interest payable and other liabilities in the accompanying consolidated balance sheets. Lease payments under operating leases that were applied to our operating lease liability totaled ~~$8.0~~$8.4 million and $16.4 million during the three and six months ended ~~March 31,~~June 30, 2022, respectively, and ~~$8.1~~$8.0 million and $16.1 million during the three and six months ended ~~March 31, 2021.~~June 30, 2021, respectively. There has been no significant change in our expected future minimum lease payments since December 31, 2021. See the 2021 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.

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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 (“CET1”) 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 CET1. We also elected to exclude the effects of credit loss accounting under CECL from CET1 for a five-year transitional period, as further discussed in our 2021 Form 10-K. This CECL transitional adjustment totaled $46.2 million and $61.6 million at ~~March 31,~~June 30, 2022 and December 31, 2021, respectively. CET1 is reduced by goodwill and other intangible assets, net of associated deferred tax liabilities. Frost Bank's CET1 is also reduced by its equity investment in its financial subsidiary, Frost Insurance Agency (“FIA”).

Tier 1 capital includes CET1 and additional Tier 1 capital. For Cullen/Frost, additional Tier 1 capital included $145.5 million of 4.450% non-cumulative perpetual preferred stock at ~~March 31,~~June 30, 2022 and December 31, 2021, the details of which are further discussed below. Frost Bank did 0t have any additional Tier 1 capital beyond Common Equity Tier 1 at ~~March 31,~~June 30, 2022 or December 31, 2021. 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 allowances for credit losses on securities, loans and off-balance-sheet credit exposures. Tier 2 capital for Cullen/Frost also includes the permissible portion of qualified subordinated debt (which decreases 20.0% per year during the final five years of the term of the notes) totaling $80.0 million at ~~March 31,~~June 30, 2022 and $100.0 million at December 31, 2021 and trust preferred securities totaling $120.0 million at both ~~March 31,~~June 30, 2022 and December 31, 2021.

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The following table presents actual and required capital ratios as of ~~March 31,~~June 30, 2022 and December 31, 2021 for Cullen/Frost and Frost Bank under the Basel III Capital Rules. 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 2021 Form 10-K for a more detailed discussion of the Basel III Capital Rules.

Actual Minimum Capital Required - Basel III Required to be
Considered Well
Capitalized
Capital
Amount Ratio Capital
Amount Ratio Capital
Amount Ratio
March 31, 2022
Common Equity Tier 1 to Risk-Weighted Assets
Cullen/Frost $ 3,412,080 12.78 % $ 1,869,007 7.00 % $ 1,735,506 6.50 %
Frost Bank 3,301,515 12.39 1,865,304 7.00 1,732,068 6.50
Tier 1 Capital to Risk-Weighted Assets
Cullen/Frost 3,557,532 13.32 2,269,508 8.50 2,136,007 8.00
Frost Bank 3,301,515 12.39 2,265,012 8.50 2,131,776 8.00
Total Capital to Risk-Weighted Assets
Cullen/Frost 3,998,333 14.97 2,803,510 10.50 2,670,009 10.00
Frost Bank 3,542,316 13.29 2,797,956 10.50 2,664,720 10.00
Leverage Ratio
Cullen/Frost 3,557,532 7.08 2,010,897 4.00 2,513,621 5.00
Frost Bank 3,301,515 6.57 2,009,767 4.00 2,512,209 5.00
December 31, 2021
Common Equity Tier 1 to Risk-Weighted Assets
Cullen/Frost $ 3,371,043 13.13 % $ 1,796,549 7.00 % $ 1,668,224 6.50 %
Frost Bank 3,261,532 12.72 1,795,221 7.00 1,666,991 6.50
Tier 1 Capital to Risk-Weighted Assets
Cullen/Frost 3,516,495 13.70 2,181,523 8.50 2,053,198 8.00
Frost Bank 3,261,532 12.72 2,179,911 8.50 2,051,681 8.00
Total Capital to Risk-Weighted Assets
Cullen/Frost 3,966,244 15.45 2,694,823 10.50 2,566,498 10.00
Frost Bank 3,491,281 13.61 2,692,831 10.50 2,564,601 10.00
Leverage Ratio
Cullen/Frost 3,516,495 7.34 1,917,533 4.00 2,396,917 5.00
Frost Bank 3,261,532 6.80 1,917,679 4.00 2,397,099 5.00

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	Actual				Minimum Capital Required - Basel III				Required to be Considered Well Capitalized
	Capital Amount		Ratio		Capital Amount		Ratio		Capital Amount		Ratio
June 30, 2022
Common Equity Tier 1 to Risk-Weighted Assets
Cullen/Frost	$	3,485,759	12.64	%	$	1,930,703	7.00	%	$	1,792,796	6.50	%
Frost Bank	3,423,585		12.42		1,929,368		7.00		1,791,556		6.50
Tier 1 Capital to Risk-Weighted Assets
Cullen/Frost	3,631,211		13.17		2,344,425		8.50		2,206,518		8.00
Frost Bank	3,423,585		12.42		2,342,804		8.50		2,204,992		8.00
Total Capital to Risk-Weighted Assets
Cullen/Frost	4,069,206		14.75		2,896,055		10.50		2,758,148		10.00
Frost Bank	3,661,580		13.28		2,894,052		10.50		2,756,240		10.00
Leverage Ratio
Cullen/Frost	3,631,211		7.03		2,067,513		4.00		2,584,391		5.00
Frost Bank	3,423,585		6.62		2,067,942		4.00		2,584,928		5.00
December 31, 2021
Common Equity Tier 1 to Risk-Weighted Assets
Cullen/Frost	$	3,371,043	13.13	%	$	1,796,549	7.00	%	$	1,668,224	6.50	%
Frost Bank	3,261,532		12.72		1,795,221		7.00		1,666,991		6.50
Tier 1 Capital to Risk-Weighted Assets
Cullen/Frost	3,516,495		13.70		2,181,523		8.50		2,053,198		8.00
Frost Bank	3,261,532		12.72		2,179,911		8.50		2,051,681		8.00
Total Capital to Risk-Weighted Assets
Cullen/Frost	3,966,244		15.45		2,694,823		10.50		2,566,498		10.00
Frost Bank	3,491,281		13.61		2,692,831		10.50		2,564,601		10.00
Leverage Ratio
Cullen/Frost	3,516,495		7.34		1,917,533		4.00		2,396,917		5.00
Frost Bank	3,261,532		6.80		1,917,679		4.00		2,397,099		5.00

As of ~~March 31,~~June 30, 2022, capital levels at Cullen/Frost and Frost Bank exceed all capital adequacy requirements under the Basel III Capital Rules. Based on the ratios presented above, capital levels as of ~~March 31,~~June 30, 2022 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 ~~March 31,~~June 30, 2022, that Cullen/Frost and Frost Bank meet all capital adequacy requirements to which they are subject.

Preferred Stock. Outstanding preferred stock includes 150,000 shares, or $150.0 million in aggregate liquidation preference, of our 4.450% Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 and liquidation preference $1,000 per share (“Series B Preferred Stock”). Each share of Series B Preferred Stock issued and outstanding is represented by 40 depositary shares, each representing a 1/40th ownership interest in a share of the Series B Preferred Stock (equivalent to a liquidation preference of $25 per share). The Series B Preferred Stock qualifies as Tier 1 capital for the purposes of the regulatory capital calculations. The net proceeds from the issuance and sale of the Series B Preferred Stock, after deducting $4.5 million of issuance costs including the underwriting discount and professional service fees, among other things, were approximately $145.5 million. Refer to our 2021 Form 10-K for additional details related to our Series B Preferred Stock.

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 January 26, 2022, our board of directors authorized a $100.0 million stock repurchase program, allowing us to repurchase shares of our common stock over a one-year period from time to time at various prices in the open market or

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through private transactions. No shares have been repurchased under this plan or the prior plan during the reported periods. Under the Basel III Capital Rules, Cullen/Frost may not repurchase or redeem any of its preferred stock or subordinated notes and, in some cases, its common stock without the prior approval of the Federal Reserve Board.

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, including to repurchase its common stock. 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 ~~March 31,~~June 30, 2022, Frost Bank could pay aggregate dividends of up to ~~$325.0~~$447.3 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, 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.

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, swaptions 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 2021 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 methods 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 ~~March 31,~~June 30, 2022 and December 31, 2021.


	June 30, 2022				December 31, 2021
	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	$	1,743	$	18	$	—	$	—
Loan/lease interest rate swaps – liabilities	—		—		2,426		(34)
Non-hedging interest rate derivatives:
Financial institution counterparties:
Loan/lease interest rate swaps – assets	904,706		27,908		247,592		1,207
Loan/lease interest rate swaps – liabilities	244,663		(2,489)		928,756		(19,142)
Loan/lease interest rate caps – assets	269,389		10,209		270,431		3,239
Customer counterparties:
Loan/lease interest rate swaps – assets	244,663		3,350		928,756		39,864
Loan/lease interest rate swaps – liabilities	904,706		(45,542)		247,592		(2,846)
Loan/lease interest rate caps – liabilities	269,389		(10,209)		270,431		(3,239)

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March 31, 2022 December 31, 2021
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 $ 1,807 $ 1 $ — $ —
Loan/lease interest rate swaps – liabilities 280 (3) 2,426 (34)
Non-hedging interest rate derivatives:
Financial institution counterparties:
Loan/lease interest rate swaps – assets 697,834 15,311 247,592 1,207
Loan/lease interest rate swaps – liabilities 447,742 (6,184) 928,756 (19,142)
Loan/lease interest rate caps – assets 265,930 8,110 270,431 3,239
Customer counterparties:
Loan/lease interest rate swaps – assets 447,742 10,275 928,756 39,864
Loan/lease interest rate swaps – liabilities 697,834 (25,437) 247,592 (2,846)
Loan/lease interest rate caps – liabilities 265,930 (8,110) 270,431 (3,239)

The weighted-average rates paid and received for interest rate swaps outstanding at ~~March 31,~~June 30, 2022 were as follows:


		Weighted-Average					Weighted-Average
		Interest Rate Paid		Interest Rate Received			Interest Rate Paid		Interest Rate Received
Interest rate swaps:	Interest rate swaps:					Interest rate swaps:
Fair value hedge loan/lease interest rate swaps	Fair value hedge loan/lease interest rate swaps	2.11	%	0.26	%	Fair value hedge loan/lease interest rate swaps	1.58	%	1.06	%
Non-hedging interest rate swaps – financial institution counterparties	Non-hedging interest rate swaps – financial institution counterparties	3.69		2.07		Non-hedging interest rate swaps – financial institution counterparties	3.71		2.87
Non-hedging interest rate swaps – customer counterparties	Non-hedging interest rate swaps – customer counterparties	2.07		3.69		Non-hedging interest rate swaps – customer counterparties	2.87		3.71

The weighted-average strike rate for outstanding interest rate caps was ~~3.27%~~3.28% at ~~March 31,~~June 30, 2022.

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 methods with observable market data inputs to value our commodity derivative positions.


			March 31, 2022			December 31, 2021					June 30, 2022			December 31, 2021
		Notional Units	Notional Amount	Estimated Fair Value		Notional Amount	Estimated Fair Value			Notional Units	Notional Amount	Estimated Fair Value		Notional Amount	Estimated Fair Value
Financial institution counterparties:	Financial institution counterparties:								Financial institution counterparties:
Oil – assets	Oil – assets	Barrels	2,988	$	9,735	4,809	$	14,721	Oil – assets	Barrels	4,173	$	20,653	4,809	$	14,721
Oil – liabilities	Oil – liabilities	Barrels	9,767	(189,416)		7,032	(73,594)		Oil – liabilities	Barrels	9,125	(181,161)		7,032	(73,594)
Natural gas – assets	Natural gas – assets	MMBTUs	14,564	1,813		15,947	4,143		Natural gas – assets	MMBTUs	11,753	3,181		15,947	4,143
Natural gas – liabilities	Natural gas – liabilities	MMBTUs	27,474	(50,244)		29,446	(21,249)		Natural gas – liabilities	MMBTUs	21,557	(38,990)		29,446	(21,249)
Customer counterparties:	Customer counterparties:								Customer counterparties:
Oil – assets	Oil – assets	Barrels	9,767	190,776		7,046	74,437		Oil – assets	Barrels	9,606	182,274		7,046	74,437
Oil – liabilities	Oil – liabilities	Barrels	2,988	(9,710)		4,796	(14,294)		Oil – liabilities	Barrels	3,692	(20,306)		4,796	(14,294)
Natural gas – assets	Natural gas – assets	MMBTUs	27,474	50,423		29,446	21,456		Natural gas – assets	MMBTUs	21,557	39,110		29,446	21,456
Natural gas – liabilities	Natural gas – liabilities	MMBTUs	14,564	(1,811)		15,947	(4,124)		Natural gas – liabilities	MMBTUs	11,753	(3,181)		15,947	(4,124)

Foreign Currency Derivatives. We enter into foreign currency forward and option 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 and options that are not designated as hedging instruments to mitigate the economic effect of fluctuations in foreign currency

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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 and option contracts were as follows:

March 31, 2022 December 31, 2021
Notional
Currency Notional
Amount Estimated
Fair Value Notional
Amount Estimated
Fair Value
Financial institution counterparties:
Forward contracts – assets EUR 2,400 $ 18 1,900 $ 29
Forward contracts – assets CAD — — 658 —
Forward contracts – liabilities EUR 6,500 (111) — —
Forward contracts – liabilities CAD 658 (6) — —
Customer counterparties:
Forward contracts – assets EUR 6,500 122 — —
Forward contracts – assets CAD 658 10 658 4
Forward contracts – liabilities EUR 2,400 (14) 1,900 (55)


		June 30, 2022			December 31, 2021
	Notional Currency	Notional Amount	Estimated Fair Value		Notional Amount	Estimated Fair Value
Financial institution counterparties:
Forward and option contracts – assets	EUR	6,400	$	16	1,900	$	29
Forward and option contracts – assets	CAD	658	9		658	—



Forward and option contracts – liabilities	EUR	6,400	(174)		—	—




Customer counterparties:
Forward and option contracts – assets	EUR	6,400	174		—	—
Forward and option contracts – assets	CAD	—	—		658	4



Forward and option contracts – liabilities	EUR	6,400	(16)		1,900	(55)
Forward and option contracts – liabilities	CAD	658	(5)		—	—

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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 March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2022			2021			2022		2021		2022		2021
Commercial loan/lease interest rate swaps:	Commercial loan/lease interest rate swaps:							Commercial loan/lease interest rate swaps:
Amount of gain (loss) included in interest income on loans	Amount of gain (loss) included in interest income on loans		$	(13)		$	(28)	Amount of gain (loss) included in interest income on loans	$	(5)	$	(25)	$	(18)	$	(53)
Amount of (gain) loss included in other non-interest expense	Amount of (gain) loss included in other non-interest expense		2			(3)		Amount of (gain) loss included in other non-interest expense	3		2		5		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-hedge related derivative instruments are presented in the table below.


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2022			2021			2022		2021		2022		2021
Non-hedging interest rate derivatives:	Non-hedging interest rate derivatives:							Non-hedging interest rate derivatives:
Other non-interest income	Other non-interest income		$	516		$	1,587	Other non-interest income	$	515	$	141	$	1,031	$	1,728
Other non-interest expense	Other non-interest expense		—			(1)		Other non-interest expense	—		—		—		(1)
Non-hedging commodity derivatives:	Non-hedging commodity derivatives:							Non-hedging commodity derivatives:
Other non-interest income	Other non-interest income		929			1,154		Other non-interest income	649		969		1,578		2,123
Non-hedging foreign currency derivatives:	Non-hedging foreign currency derivatives:							Non-hedging foreign currency derivatives:
Other non-interest income	Other non-interest income		18			30		Other non-interest income	45		—		63		30

Counterparty Credit Risk. Our credit exposure relating to interest rate swaps, commodity swaps/options and foreign currency forward and option contracts with bank customers was approximately ~~$238.4~~$198.1 million at ~~March 31,~~June 30, 2022. 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~~forward/option contracts with upstream financial institution counterparties was approximately ~~$35.7~~$41.5 million at ~~March 31,~~June 30, 2022. This amount was primarily related to initial margin payments to the CME and excess collateral we

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posted to counterparties. Excess collateral is generally cleared on the next business day. 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. At ~~March 31,~~June 30, 2022, we had ~~$247.3~~$212.4 million in cash collateral related to derivative contracts on deposit with other financial institution counterparties.

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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 ~~March 31,~~June 30, 2022 is presented in the following tables.


		Gross Amount Recognized		Gross Amount Offset		Net Amount Recognized			Gross Amount Recognized		Gross Amount Offset		Net Amount Recognized
March 31, 2022
June 30, 2022								June 30, 2022
Financial assets:	Financial assets:							Financial assets:
Derivatives:	Derivatives:							Derivatives:
Loan/lease interest rate swaps and caps	Loan/lease interest rate swaps and caps	$	23,422	$	—	$	23,422	Loan/lease interest rate swaps and caps	$	38,135	$	—	$	38,135
Commodity swaps and options	Commodity swaps and options	11,548		—		11,548		Commodity swaps and options	23,834		—		23,834
Foreign currency forward contracts	Foreign currency forward contracts	18		—		18		Foreign currency forward contracts	25		—		25
Total derivatives	Total derivatives	34,988		—		34,988		Total derivatives	61,994		—		61,994
Resell agreements	Resell agreements	—		—		—		Resell agreements	9,650		—		9,650
Total	Total	$	34,988	$	—	$	34,988	Total	$	71,644	$	—	$	71,644
Financial liabilities:	Financial liabilities:							Financial liabilities:
Derivatives:	Derivatives:							Derivatives:
Loan/lease interest rate swaps and caps	Loan/lease interest rate swaps and caps	$	6,187	$	—	$	6,187	Loan/lease interest rate swaps and caps	$	2,489	$	—	$	2,489
Commodity swaps and options	Commodity swaps and options	239,660		—		239,660		Commodity swaps and options	220,151		—		220,151
Foreign currency forward contracts	Foreign currency forward contracts	117		—		117		Foreign currency forward contracts	174		—		174
Total derivatives	Total derivatives	245,964		—		245,964		Total derivatives	222,814		—		222,814
Repurchase agreements	Repurchase agreements	1,842,618		—		1,842,618		Repurchase agreements	1,664,685		—		1,664,685
Total	Total	$	2,088,582	$	—	$	2,088,582	Total	$	1,887,499	$	—	$	1,887,499


				Gross Amounts Not Offset									Gross Amounts Not Offset
		Net Amount Recognized		Financial Instruments		Collateral		Net Amount			Net Amount Recognized		Financial Instruments		Collateral		Net Amount
March 31, 2022
June 30, 2022										June 30, 2022
Financial assets:	Financial assets:									Financial assets:
Derivatives:	Derivatives:									Derivatives:
Counterparty A	Counterparty A	$	32	$	(32)	$	—	$	—	Counterparty A	$	41	$	(41)	$	—	$	—
Counterparty B	Counterparty B	11,998		(11,998)		—		—		Counterparty B	25,962		(25,962)		—		—

Counterparty C										Counterparty C	16		(16)		—		—

Other counterparties	Other counterparties	22,958		(16,251)		(6,707)		—		Other counterparties	35,975		(25,533)		(10,442)		—
Total derivatives	Total derivatives	34,988		(28,281)		(6,707)		—		Total derivatives	61,994		(51,552)		(10,442)		—
Resell agreements	Resell agreements	—		—		—		—		Resell agreements	9,650		—		(9,650)		—
Total	Total	$	34,988	$	(28,281)	$	(6,707)	$	—	Total	$	71,644	$	(51,552)	$	(20,092)	$	—
Financial liabilities:	Financial liabilities:									Financial liabilities:
Derivatives:	Derivatives:									Derivatives:
Counterparty A	Counterparty A	$	2,635	$	(32)	$	(2,603)	$	—	Counterparty A	$	1,726	$	(41)	$	(1,571)	$	114
Counterparty B	Counterparty B	46,953		(11,998)		(34,955)		—		Counterparty B	50,901		(25,962)		(24,939)		—
Counterparty C	Counterparty C	3		—		(3)		—		Counterparty C	174		(16)		(10)		148

Other counterparties	Other counterparties	196,373		(16,251)		(180,122)		—		Other counterparties	170,013		(25,533)		(144,463)		17
Total derivatives	Total derivatives	245,964		(28,281)		(217,683)		—		Total derivatives	222,814		(51,552)		(170,983)		279
Repurchase agreements	Repurchase agreements	1,842,618		—		(1,842,618)		—		Repurchase agreements	1,664,685		—		(1,664,685)		—
Total	Total	$	2,088,582	$	(28,281)	$	(2,060,301)	$	—	Total	$	1,887,499	$	(51,552)	$	(1,835,668)	$	279

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Information about financial instruments that are eligible for offset in the consolidated balance sheet as of December 31, 2021 is presented in the following tables.


	Gross Amount Recognized		Gross Amount Offset		Net Amount Recognized
December 31, 2021
Financial assets:
Derivatives:
Loan/lease interest rate swaps and caps	$	4,446	$	—	$	4,446
Commodity swaps and options	18,864		—		18,864

Total derivatives	23,339		—		23,339
Resell agreements	7,903		—		7,903
Total	$	31,242	$	—	$	31,242
Financial liabilities:
Derivatives:
Loan/lease interest rate swaps and caps	$	19,176	$	—	$	19,176
Commodity swaps and options	94,843		—		94,843

Total derivatives	114,019		—		114,019
Repurchase agreements	2,740,799		—		2,740,799
Total	$	2,854,818	$	—	$	2,854,818


			Gross Amounts Not Offset
	Net Amount Recognized		Financial Instruments		Collateral		Net Amount
December 31, 2021
Financial assets:
Derivatives:
Counterparty A	$	6	$	(6)	$	—	$	—
Counterparty B	7,655		(7,655)		—		—


Other counterparties	15,678		(15,678)		—		—
Total derivatives	23,339		(23,339)		—		—
Resell agreements	7,903		—		(7,903)		—
Total	$	31,242	$	(23,339)	$	(7,903)	$	—
Financial liabilities:
Derivatives:
Counterparty A	$	3,870	$	(6)	$	(3,864)	$	—
Counterparty B	28,130		(7,655)		(20,475)		—
Counterparty C	9		—		(9)		—

Other counterparties	82,010		(15,678)		(66,225)		107
Total derivatives	114,019		(23,339)		(90,573)		107
Repurchase agreements	2,740,799		—		(2,740,799)		—
Total	$	2,854,818	$	(23,339)	$	(2,831,372)	$	107

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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 ~~March 31,~~June 30, 2022 and December 31, 2021 is presented in the following tables.


		Remaining Contractual Maturity of the Agreements											Remaining Contractual Maturity of the Agreements
		Overnight and Continuous		Up to 30 Days		30-90 Days		Greater than 90 Days		Total			Overnight and Continuous		Up to 30 Days		30-90 Days		Greater than 90 Days		Total
March 31, 2022
June 30, 2022												June 30, 2022
Repurchase agreements:	Repurchase agreements:											Repurchase agreements:
U.S. Treasury	U.S. Treasury	$	876,879	$	—	$	—	$	—	$	876,879	U.S. Treasury	$	834,063	$	—	$	—	$	—	$	834,063

Residential mortgage-backed securities	Residential mortgage-backed securities	965,739		—		—		—		965,739		Residential mortgage-backed securities	830,622		—		—		—		830,622
Total borrowings	Total borrowings	$	1,842,618	$	—	$	—	$	—	$	1,842,618	Total borrowings	$	1,664,685	$	—	$	—	$	—	$	1,664,685
Gross amount of recognized liabilities for repurchase agreements	Gross amount of recognized liabilities for repurchase agreements									$	1,842,618	Gross amount of recognized liabilities for repurchase agreements									$	1,664,685
Amounts related to agreements not included in offsetting disclosures above	Amounts related to agreements not included in offsetting disclosures above									$	—	Amounts related to agreements not included in offsetting disclosures above									$	—

December 31, 2021	December 31, 2021											December 31, 2021
Repurchase agreements:	Repurchase agreements:											Repurchase agreements:
U.S. Treasury	U.S. Treasury	$	1,342,591	$	—	$	—	$	—	$	1,342,591	U.S. Treasury	$	1,342,591	$	—	$	—	$	—	$	1,342,591

Residential mortgage-backed securities	Residential mortgage-backed securities	1,398,208		—		—		—		1,398,208		Residential mortgage-backed securities	1,398,208		—		—		—		1,398,208
Total borrowings	Total borrowings	$	2,740,799	$	—	$	—	$	—	$	2,740,799	Total borrowings	$	2,740,799	$	—	$	—	$	—	$	2,740,799
Gross amount of recognized liabilities for repurchase agreements	Gross amount of recognized liabilities for repurchase agreements									$	2,740,799	Gross amount of recognized liabilities for repurchase agreements									$	2,740,799
Amounts related to agreements not included in offsetting disclosures above	Amounts related to agreements not included in offsetting disclosures above									$	—	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 below. Performance stock units outstanding are presented assuming attainment of the maximum payout rate as set forth by the performance criteria. As of ~~March 31,~~June 30, 2022, there were ~~794,493~~788,070 shares remaining available for grant for future stock-based compensation awards.


		Deferred Stock Units Outstanding			Non-Vested Stock Units Outstanding			Performance Stock Units Outstanding			Stock Options Outstanding				Deferred Stock Units Outstanding			Non-Vested Stock Units Outstanding			Performance Stock Units Outstanding			Stock Options Outstanding
		Number of Units	Weighted- Average Fair Value at Grant		Number of Units	Weighted- Average Fair Value at Grant		Number of Units	Weighted- Average Fair Value at Grant		Number of Shares	Weighted- Average Exercise Price			Number of Units	Weighted- Average Fair Value at Grant		Number of 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, 2022	Balance, January 1, 2022	56,301	$	79.21	449,337	$	93.05	202,460	$	84.71	877,681	$	69.02	Balance, January 1, 2022	56,301	$	79.21	449,337	$	93.05	202,460	$	84.71	877,681	$	69.02
Authorized	Authorized	—	—		—	—		—	—		—	—		Authorized	—	—		—	—		—	—		—	—
Granted	Granted	—	—		1,038	145.32		—	—		—	—		Granted	5,382	133.67		3,460	132.72		—	—		—	—
Exercised/vested	Exercised/vested	—	—		—	—		(25,180)	87.18		(90,250)	63.59		Exercised/vested	(16,022)	74.89		—	—		(25,180)	87.18		(103,060)	62.97
Forfeited/expired	Forfeited/expired	—	—		(1,786)	89.50		(16,058)	87.18		—	—		Forfeited/expired	—	—		(3,167)	94.57		(16,058)	87.18		—	—
Balance, March 31, 2022		56,301	79.21		448,589	93.19		161,222	84.08		787,431	69.64
Balance, June 30, 2022														Balance, June 30, 2022	45,661	87.15		449,630	93.35		161,222	84.08		774,621	69.83

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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 March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2022			2021			2022		2021		2022		2021
New shares issued from available authorized shares	New shares issued from available authorized shares		—			—		New shares issued from available authorized shares	—		—		—		—
Shares issued from available treasury stock	Shares issued from available treasury stock		115,430			513,824		Shares issued from available treasury stock	28,832		114,252		144,262		628,076
Proceeds from stock option exercises	Proceeds from stock option exercises		$	5,739		$	29,397	Proceeds from stock option exercises	$	751	$	7,285	$	6,490	$	36,682

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 or benefit and the related income tax benefit is presented in the following table. The service period for performance stock units granted each year begins on January 1 of the following year.


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2022			2021			2022		2021		2022		2021

Non-vested stock units	Non-vested stock units		$	2,358		$	1,883	Non-vested stock units	$	2,291	$	1,768	$	4,649	$	3,651

Deferred stock units								Deferred stock units	720		700		720		700
Performance stock units	Performance stock units		(246)			643		Performance stock units	407		777		161		1,420
Total	Total		$	2,112		$	2,526	Total	$	3,418	$	3,245	$	5,530	$	5,771
Income tax benefit	Income tax benefit		$	708		$	367	Income tax benefit	$	612	$	514	$	1,320	$	881

Unrecognized stock-based compensation expense at ~~March 31,~~June 30, 2022 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.


Non-vested stock units	$	~~16,063~~13,954
Performance stock units	~~8,664~~8,256
Total	$	~~24,727~~22,210

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Note 11 - Earnings Per Common Share

Earnings per common share is computed using the two-class method as more fully described in our 2021 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 March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2022			2021			2022		2021		2022		2021
Net income	Net income		$	99,102		$	116,015	Net income	$	119,114	$	118,068	$	218,216	$	234,083
Less: Preferred stock dividends	Less: Preferred stock dividends		1,669			2,151		Less: Preferred stock dividends	1,669		1,669		3,338		3,820
Net income available to common shareholders	Net income available to common shareholders		97,433			113,864		Net income available to common shareholders	117,445		116,399		214,878		230,263
Less: Earnings allocated to participating securities	Less: Earnings allocated to participating securities		849			1,162		Less: Earnings allocated to participating securities	1,036		1,141		1,888		2,307
Net earnings allocated to common stock	Net earnings allocated to common stock		$	96,584		$	112,702	Net earnings allocated to common stock	$	116,409	$	115,258	$	212,990	$	227,956

Distributed earnings allocated to common stock	Distributed earnings allocated to common stock		$	48,051		$	45,660	Distributed earnings allocated to common stock	$	48,092	$	45,824	$	96,143	$	91,484
Undistributed earnings allocated to common stock	Undistributed earnings allocated to common stock		48,533			67,042		Undistributed earnings allocated to common stock	68,317		69,434		116,847		136,472
Net earnings allocated to common stock	Net earnings allocated to common stock		$	96,584		$	112,702	Net earnings allocated to common stock	$	116,409	$	115,258	$	212,990	$	227,956

Weighted-average shares outstanding for basic earnings per common share	Weighted-average shares outstanding for basic earnings per common share		64,051,202			63,306,493		Weighted-average shares outstanding for basic earnings per common share	64,112,828		63,606,340		64,082,185		63,457,245
Dilutive effect of stock compensation	Dilutive effect of stock compensation		409,705			509,290		Dilutive effect of stock compensation	354,401		495,819		382,395		511,288
Weighted-average shares outstanding for diluted earnings per common share	Weighted-average shares outstanding for diluted earnings per common share		64,460,907			63,815,783		Weighted-average shares outstanding for diluted earnings per common share	64,467,229		64,102,159		64,464,580		63,968,533

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 March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2022			2021			2022		2021		2022		2021
Expected return on plan assets, net of expenses	Expected return on plan assets, net of expenses		$	(3,491)		$	(3,210)	Expected return on plan assets, net of expenses	$	(3,492)	$	(3,210)	$	(6,983)	$	(6,420)
Interest cost on projected benefit obligation	Interest cost on projected benefit obligation		1,004			835		Interest cost on projected benefit obligation	1,004		836		2,008		1,671
Net amortization and deferral	Net amortization and deferral		741			1,529		Net amortization and deferral	741		1,529		1,482		3,058
Net periodic expense (benefit)	Net periodic expense (benefit)		$	(1,746)		$	(846)	Net periodic expense (benefit)	$	(1,747)	$	(845)	$	(3,493)	$	(1,691)

Our non-qualified defined benefit pension plan is not funded. No contributions to the qualified defined benefit pension plan were made during the ~~three~~six months ended ~~March 31,~~June 30, 2022. We do not expect to make any contributions to the qualified defined benefit plan during the remainder of 2022.

Note 13 - Income Taxes

Income tax expense was as follows:


		Three Months Ended March 31,				Three Months Ended June 30,								Six Months Ended June 30,
			2022				2021				2022			2021			2022			2021
Current income tax expense (benefit)	Current income tax expense (benefit)		$	13,059			$	3,725		Current income tax expense (benefit)	$	22,646		$	14,065		$	35,705		$	17,790
Deferred income tax expense (benefit)	Deferred income tax expense (benefit)		(432)				4,172			Deferred income tax expense (benefit)	(1,972)			1,016			(2,404)			5,188
Income tax expense, as reported	Income tax expense, as reported		$	12,627			$	7,897		Income tax expense, as reported	$	20,674		$	15,081		$	33,301		$	22,978
Effective tax rate	Effective tax rate		11.3		%		6.4		%	Effective tax rate	14.8		%	11.3		%	13.2		%	8.9		%

We had a net deferred tax asset totaling ~~$110.3~~$245.9 million at ~~March 31,~~June 30, 2022 and a net deferred tax liability totaling $81.2 million at December 31, 2021. No valuation allowance for deferred tax assets was recorded at ~~March 31,~~June 30, 2022 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 the comparable periods 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. There were no unrecognized tax benefits during any of the reported periods.

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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 2018.

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 June 30, 2022						Three Months Ended June 30, 2021
															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:														Securities available for sale and transferred securities:
Change in net unrealized gain/loss during the period														Change in net unrealized gain/loss during the period	$	(636,523)	$	(133,670)	$	(502,853)	$	30,668	$	6,441	$	24,227
Change in net unrealized gain on securities transferred to held to maturity														Change in net unrealized gain on securities transferred to held to maturity	(189)		(40)		(149)		(245)		(52)		(193)
Reclassification adjustment for net (gains) losses included in net income														Reclassification adjustment for net (gains) losses included in net income	—		—		—		—		—		—
Total securities available for sale and transferred securities														Total securities available for sale and transferred securities	(636,712)		(133,710)		(503,002)		30,423		6,389		24,034
Defined-benefit post-retirement benefit plans:														Defined-benefit post-retirement benefit plans:

Reclassification adjustment for net amortization of actuarial gain/loss included in net income as a component of net periodic cost (benefit)														Reclassification adjustment for net amortization of actuarial gain/loss included in net income as a component of net periodic cost (benefit)	741		155		586		1,529		321		1,208
Total defined-benefit post-retirement benefit plans														Total defined-benefit post-retirement benefit plans	741		155		586		1,529		321		1,208
Total other comprehensive income (loss)														Total other comprehensive income (loss)	$	(635,971)	$	(133,555)	$	(502,416)	$	31,952	$	6,710	$	25,242

		Three Months Ended March 31, 2022						Three Months Ended March 31, 2021							Six Months Ended June 30, 2022						Six Months Ended June 30, 2021
		Before Tax Amount		Tax Expense, (Benefit)		Net of Tax Amount		Before Tax Amount		Tax Expense, (Benefit)		Net of Tax Amount			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:	Securities available for sale and transferred securities:													Securities available for sale and transferred securities:
Change in net unrealized gain/loss during the period	Change in net unrealized gain/loss during the period	$	(910,795)	$	(191,267)	$	(719,528)	$	(159,779)	$	(33,554)	$	(126,225)	Change in net unrealized gain/loss during the period	$	(1,547,318)	$	(324,937)	$	(1,222,381)	$	(129,111)	$	(27,113)	$	(101,998)
Change in net unrealized gain on securities transferred to held to maturity	Change in net unrealized gain on securities transferred to held to maturity	(209)		(44)		(165)		(259)		(54)		(205)		Change in net unrealized gain on securities transferred to held to maturity	(398)		(84)		(314)		(504)		(106)		(398)
Reclassification adjustment for net (gains) losses included in net income	Reclassification adjustment for net (gains) losses included in net income	—		—		—		—		—		—		Reclassification adjustment for net (gains) losses included in net income	—		—		—		—		—		—
Total securities available for sale and transferred securities	Total securities available for sale and transferred securities	(911,004)		(191,311)		(719,693)		(160,038)		(33,608)		(126,430)		Total securities available for sale and transferred securities	(1,547,716)		(325,021)		(1,222,695)		(129,615)		(27,219)		(102,396)
Defined-benefit post-retirement benefit plans:	Defined-benefit post-retirement benefit plans:													Defined-benefit post-retirement benefit plans:

Reclassification adjustment for net amortization of actuarial gain/loss included in net income as a component of net periodic expense (benefit)	Reclassification adjustment for net amortization of actuarial gain/loss included in net income as a component of net periodic expense (benefit)	741		156		585		1,529		321		1,208		Reclassification adjustment for net amortization of actuarial gain/loss included in net income as a component of net periodic expense (benefit)	1,482		311		1,171		3,058		642		2,416
Total defined-benefit post-retirement benefit plans	Total defined-benefit post-retirement benefit plans	741		156		585		1,529		321		1,208		Total defined-benefit post-retirement benefit plans	1,482		311		1,171		3,058		642		2,416
Total other comprehensive income (loss)	Total other comprehensive income (loss)	$	(910,263)	$	(191,155)	$	(719,108)	$	(158,509)	$	(33,287)	$	(125,222)	Total other comprehensive income (loss)	$	(1,546,234)	$	(324,710)	$	(1,221,524)	$	(126,557)	$	(26,577)	$	(99,980)

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Activity in accumulated other comprehensive income (loss), net of tax, was as follows:


		Securities Available For Sale		Defined Benefit Plans		Accumulated Other Comprehensive Income			Securities Available For Sale		Defined Benefit Plans		Accumulated Other Comprehensive Income
Balance January 1, 2022	Balance January 1, 2022	$	380,209	$	(32,891)	$	347,318	Balance January 1, 2022	$	380,209	$	(32,891)	$	347,318
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	(719,693)		—		(719,693)		Other comprehensive income (loss) before reclassifications	(1,222,695)		—		(1,222,695)
Reclassification of amounts included in net income	Reclassification of amounts included in net income	—		585		585		Reclassification of amounts included in net income	—		1,171		1,171
Net other comprehensive income (loss) during period	Net other comprehensive income (loss) during period	(719,693)		585		(719,108)		Net other comprehensive income (loss) during period	(1,222,695)		1,171		(1,221,524)
Balance at March 31, 2022		$	(339,484)	$	(32,306)	$	(371,790)
Balance at June 30, 2022								Balance at June 30, 2022	$	(842,486)	$	(31,720)	$	(874,206)

Balance January 1, 2021	Balance January 1, 2021	$	563,801	$	(50,831)	$	512,970	Balance January 1, 2021	$	563,801	$	(50,831)	$	512,970
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	(126,430)		—		(126,430)		Other comprehensive income (loss) before reclassifications	(102,396)		—		(102,396)
Reclassification of amounts included in net income	Reclassification of amounts included in net income	—		1,208		1,208		Reclassification of amounts included in net income	—		2,416		2,416
Net other comprehensive income (loss) during period	Net other comprehensive income (loss) during period	(126,430)		1,208		(125,222)		Net other comprehensive income (loss) during period	(102,396)		2,416		(99,980)

Balance at March 31, 2021		$	437,371	$	(49,623)	$	387,748
Balance at June 30, 2021								Balance at June 30, 2021	$	461,405	$	(48,415)	$	412,990

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Note 15 – Operating Segments

We are managed under a matrix organizational structure whereby our 2 primary operating segments, Banking and Frost Wealth Advisors, overlap a regional reporting structure. See our 2021 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			Banking		Frost Wealth Advisors		Non-Banks		Consolidated
Three months ended:	Three months ended:									Three months ended:
June 30, 2022										June 30, 2022
Net interest income (expense)										Net interest income (expense)	$	289,186	$	958	$	(1,936)	$	288,208
Credit loss expense										Credit loss expense	1		(1)		—		—
Non-interest income										Non-interest income	55,397		43,054		(524)		97,927
Non-interest expense										Non-interest expense	211,044		33,158		2,145		246,347
Income (loss) before income taxes										Income (loss) before income taxes	133,538		10,855		(4,605)		139,788
Income tax expense (benefit)										Income tax expense (benefit)	19,821		2,279		(1,426)		20,674
Net income (loss)										Net income (loss)	113,717		8,576		(3,179)		119,114
Preferred stock dividends										Preferred stock dividends	—		—		1,669		1,669

March 31, 2022
Net income (loss) available to common shareholders										Net income (loss) available to common shareholders	$	113,717	$	8,576	$	(4,848)	$	117,445
Revenues from (expenses to) external customers										Revenues from (expenses to) external customers	$	344,583	$	44,012	$	(2,460)	$	386,135
June 30, 2021										June 30, 2021
Net interest income (expense)	Net interest income (expense)	$	250,119	$	700	$	(1,748)	$	249,071	Net interest income (expense)	$	258,450	$	508	$	(1,802)	$	257,156
Credit loss expense (benefit)	Credit loss expense (benefit)	(1)		1		—		—		Credit loss expense (benefit)	—		—		—		—
Non-interest income	Non-interest income	58,706		43,229		(545)		101,390		Non-interest income	48,944		42,534		(231)		91,247
Non-interest expense	Non-interest expense	206,538		30,910		1,284		238,732		Non-interest expense	183,109		30,014		2,131		215,254
Income (loss) before income taxes	Income (loss) before income taxes	102,288		13,018		(3,577)		111,729		Income (loss) before income taxes	124,285		13,028		(4,164)		133,149
Income tax expense (benefit)	Income tax expense (benefit)	11,014		2,734		(1,121)		12,627		Income tax expense (benefit)	13,605		2,736		(1,260)		15,081
Net income (loss)	Net income (loss)	91,274		10,284		(2,456)		99,102		Net income (loss)	110,680		10,292		(2,904)		118,068
Preferred stock dividends	Preferred stock dividends	—		—		1,669		1,669		Preferred stock dividends	—		—		1,669		1,669

Net income (loss) available to common shareholders	Net income (loss) available to common shareholders	$	91,274	$	10,284	$	(4,125)	$	97,433	Net income (loss) available to common shareholders	$	110,680	$	10,292	$	(4,573)	$	116,399
Revenues from (expenses to) external customers	Revenues from (expenses to) external customers	$	308,825	$	43,929	$	(2,293)	$	350,461	Revenues from (expenses to) external customers	$	307,394	$	43,042	$	(2,033)	$	348,403
March 31, 2021
Six months ended:										Six months ended:
June 30, 2022										June 30, 2022
Net interest income (expense)										Net interest income (expense)	$	539,305	$	1,658	$	(3,684)	$	537,279
Credit loss expense (benefit)										Credit loss expense (benefit)	—		—		—		—
Non-interest income										Non-interest income	114,103		86,283		(1,069)		199,317
Non-interest expense										Non-interest expense	417,582		64,068		3,429		485,079
Income (loss) before income taxes										Income (loss) before income taxes	235,826		23,873		(8,182)		251,517
Income tax expense (benefit)										Income tax expense (benefit)	30,835		5,013		(2,547)		33,301
Net income (loss)										Net income (loss)	204,991		18,860		(5,635)		218,216
Preferred stock dividends										Preferred stock dividends	—		—		3,338		3,338

Net income (loss) available to common shareholders										Net income (loss) available to common shareholders	$	204,991	$	18,860	$	(8,973)	$	214,878
Revenues from (expenses to) external customers										Revenues from (expenses to) external customers	$	653,408	$	87,941	$	(4,753)	$	736,596
June 30, 2021										June 30, 2021
Net interest income (expense)	Net interest income (expense)	$	242,205	$	486	$	(1,810)	$	240,881	Net interest income (expense)	$	500,655	$	994	$	(3,612)	$	498,037
Credit loss expense	Credit loss expense	63		—		—		63		Credit loss expense	63		—		—		63
Non-interest income	Non-interest income	53,780		39,609		(153)		93,236		Non-interest income	102,724		82,143		(384)		184,483
Non-interest expense	Non-interest expense	179,151		29,937		1,054		210,142		Non-interest expense	362,260		59,951		3,185		425,396
Income (loss) before income taxes	Income (loss) before income taxes	116,771		10,158		(3,017)		123,912		Income (loss) before income taxes	241,056		23,186		(7,181)		257,061
Income tax expense (benefit)	Income tax expense (benefit)	7,177		2,133		(1,413)		7,897		Income tax expense (benefit)	20,782		4,869		(2,673)		22,978
Net income (loss)	Net income (loss)	109,594		8,025		(1,604)		116,015		Net income (loss)	220,274		18,317		(4,508)		234,083
Preferred stock dividends	Preferred stock dividends	—		—		2,151		2,151		Preferred stock dividends	—		—		3,820		3,820

Net income (loss) available to common shareholders	Net income (loss) available to common shareholders	$	109,594	$	8,025	$	(3,755)	$	113,864	Net income (loss) available to common shareholders	$	220,274	$	18,317	$	(8,328)	$	230,263
Revenues from (expenses to) external customers	Revenues from (expenses to) external customers	$	295,985	$	40,095	$	(1,963)	$	334,117	Revenues from (expenses to) external customers	$	603,379	$	83,137	$	(3,996)	$	682,520

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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 2021 Form 10-K for additional information regarding the fair value hierarchy and a description of our valuation techniques.

Financial Assets and Financial Liabilities. The tables below summarize financial assets and financial liabilities measured at fair value on a recurring basis as of ~~March 31,~~June 30, 2022 and December 31, 2021, 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			Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
March 31, 2022
June 30, 2022										June 30, 2022
Securities available for sale:	Securities available for sale:									Securities available for sale:
U.S. Treasury	U.S. Treasury	$	3,507,746	$	—	$	—	$	3,507,746	U.S. Treasury	$	4,416,299	$	—	$	—	$	4,416,299
Residential mortgage-backed securities	Residential mortgage-backed securities	—		5,376,039		—		5,376,039		Residential mortgage-backed securities	—		5,335,725		—		5,335,725
States and political subdivisions	States and political subdivisions	—		7,258,393		—		7,258,393		States and political subdivisions	—		6,987,296		—		6,987,296
Other	Other	—		42,361		—		42,361		Other	—		42,365		—		42,365
Trading account securities:	Trading account securities:									Trading account securities:
U.S. Treasury	U.S. Treasury	23,939		—		—		23,939		U.S. Treasury	24,615		—		—		24,615
States and political subdivisions	States and political subdivisions	—		5,579		—		5,579		States and political subdivisions	—		65		—		65
Derivative assets:	Derivative assets:									Derivative assets:
Interest rate swaps, caps and floors	Interest rate swaps, caps and floors	—		33,697		—		33,697		Interest rate swaps, caps and floors	—		41,485		—		41,485
Commodity swaps and options	Commodity swaps and options	—		252,747		—		252,747		Commodity swaps and options	—		245,218		—		245,218
Foreign currency forward contracts	Foreign currency forward contracts	150		—		—		150		Foreign currency forward contracts	199		—		—		199
Derivative liabilities:	Derivative liabilities:									Derivative liabilities:
Interest rate swaps, caps and floors	Interest rate swaps, caps and floors	—		39,734		—		39,734		Interest rate swaps, caps and floors	—		58,240		—		58,240
Commodity swaps and options	Commodity swaps and options	—		251,181		—		251,181		Commodity swaps and options	—		243,638		—		243,638
Foreign currency forward contracts	Foreign currency forward contracts	131		—		—		131		Foreign currency forward contracts	195		—		—		195
December 31, 2021	December 31, 2021									December 31, 2021
Securities available for sale:	Securities available for sale:									Securities available for sale:
U.S. Treasury	U.S. Treasury	$	2,179,433	$	—	$	—	$	2,179,433	U.S. Treasury	$	2,179,433	$	—	$	—	$	2,179,433
Residential mortgage-backed securities	Residential mortgage-backed securities	—		4,066,265		—		4,066,265		Residential mortgage-backed securities	—		4,066,265		—		4,066,265
States and political subdivisions	States and political subdivisions	—		7,636,571		—		7,636,571		States and political subdivisions	—		7,636,571		—		7,636,571
Other	Other	—		42,359		—		42,359		Other	—		42,359		—		42,359
Trading account securities:	Trading account securities:									Trading account securities:
U.S. Treasury	U.S. Treasury	24,237		—		—		24,237		U.S. Treasury	24,237		—		—		24,237
States and political subdivisions	States and political subdivisions	—		925		—		925		States and political subdivisions	—		925		—		925
Derivative assets:	Derivative assets:									Derivative assets:
Interest rate swaps, caps and floors	Interest rate swaps, caps and floors	—		44,310		—		44,310		Interest rate swaps, caps and floors	—		44,310		—		44,310
Commodity swaps and options	Commodity swaps and options	—		114,757		—		114,757		Commodity swaps and options	—		114,757		—		114,757
Foreign currency forward contracts	Foreign currency forward contracts	33		—		—		33		Foreign currency forward contracts	33		—		—		33
Derivative liabilities:	Derivative liabilities:									Derivative liabilities:
Interest rate swaps, caps and floors	Interest rate swaps, caps and floors	—		25,261		—		25,261		Interest rate swaps, caps and floors	—		25,261		—		25,261
Commodity swaps and options	Commodity swaps and options	—		113,261		—		113,261		Commodity swaps and options	—		113,261		—		113,261
Foreign currency forward contracts	Foreign currency forward contracts	55		—		—		55		Foreign currency forward contracts	55		—		—		55

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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. Financial assets measured at fair value on a non-recurring basis during the reported periods include certain collateral dependent loans reported at the fair value of the underlying collateral if repayment is expected solely from the collateral.

The following table presents collateral dependent loans that were remeasured and reported at fair value through a specific allocation of the allowance for credit losses on loans based upon the fair value of the underlying collateral during the reported periods.


		Three Months Ended March 31, 2022				Three Months Ended March 31, 2021					Six Months Ended June 30, 2022				Six Months Ended June 30, 2021
		Level 2		Level 3		Level 2		Level 3			Level 2		Level 3		Level 2		Level 3
Carrying value before allocations	Carrying value before allocations	$	2,064	$	5,711	$	100	$	15,013	Carrying value before allocations	$	5,454	$	3,614	$	3,399	$	19,423
Specific (allocations) reversals of prior allocations	Specific (allocations) reversals of prior allocations	(126)		3,965		—		600		Specific (allocations) reversals of prior allocations	(1,327)		6,877		(336)		(3,273)
Fair value	Fair value	$	1,938	$	9,676	$	100	$	15,613	Fair value	$	4,127	$	10,491	$	3,063	$	16,150

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. From time to time, non-financial assets measured at fair value on a non-recurring basis may 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. There were no such fair value measurements during the reported periods.

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:


		March 31, 2022				December 31, 2021					June 30, 2022				December 31, 2021
		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value			Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial assets:	Financial assets:									Financial assets:
Level 2 inputs:	Level 2 inputs:									Level 2 inputs:
Cash and cash equivalents	Cash and cash equivalents	$	14,457,083	$	14,457,083	$	16,583,000	$	16,583,000	Cash and cash equivalents	$	13,658,585	$	13,658,585	$	16,583,000	$	16,583,000
Securities held to maturity	Securities held to maturity	1,665,465		1,639,993		1,749,179		1,809,143		Securities held to maturity	1,946,428		1,828,515		1,749,179		1,809,143
Cash surrender value of life insurance policies	Cash surrender value of life insurance policies	189,471		189,471		190,139		190,139		Cash surrender value of life insurance policies	189,823		189,823		190,139		190,139
Accrued interest receivable	Accrued interest receivable	131,370		131,370		179,111		179,111		Accrued interest receivable	194,049		194,049		179,111		179,111
Level 3 inputs:	Level 3 inputs:									Level 3 inputs:
Loans, net	Loans, net	16,295,702		16,053,955		16,087,731		16,079,454		Loans, net	16,496,394		16,126,497		16,087,731		16,079,454
Financial liabilities:	Financial liabilities:									Financial liabilities:
Level 2 inputs:	Level 2 inputs:									Level 2 inputs:
Deposits	Deposits	44,430,929		44,422,700		42,695,696		41,343,426		Deposits	45,601,765		45,584,113		42,695,696		41,343,426
Federal funds purchased	Federal funds purchased	35,200		35,200		25,925		25,925		Federal funds purchased	43,200		43,200		25,925		25,925
Repurchase agreements	Repurchase agreements	1,842,618		1,842,618		2,740,799		2,740,799		Repurchase agreements	1,664,685		1,664,685		2,740,799		2,740,799
Junior subordinated deferrable interest debentures	Junior subordinated deferrable interest debentures	123,026		123,712		123,011		123,712		Junior subordinated deferrable interest debentures	123,040		123,712		123,011		123,712
Subordinated notes	Subordinated notes	99,217		105,740		99,178		111,430		Subordinated notes	99,256		99,626		99,178		111,430
Accrued interest payable	Accrued interest payable	2,147		2,147		3,026		3,026		Accrued interest payable	6,059		6,059		3,026		3,026

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.

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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 2021 Form 10-K for additional information related to previously issued accounting standards updates.

ASU 2022-01, “Derivatives and Hedging (Topic 815): Fair Value Hedging - Portfolio Layer Method.” Under prior guidance, entities can apply the last-of-layer hedging method to hedge the exposure of a closed portfolio of prepayable financial assets to fair value changes due to changes in interest rates for a portion of the portfolio that is not expected to be affected by prepayments, defaults, and other events affecting the timing and amount of cash flows. ASU 2022-01 expands the last-of-layer method, which permits only one hedge layer, to allow multiple hedged layers of a single closed portfolio. To reflect that expansion, the last-of-layer method is renamed the portfolio layer method. ASU 2022-01 also (i) expands the scope of the portfolio layer method to include non-prepayable financial assets, (ii) specifies eligible hedging instruments in a single-layer hedge, (iii) provides additional guidance on the accounting for and disclosure of hedge basis adjustments under the portfolio layer method and (iv) specifies how hedge basis adjustments should be considered when determining credit losses for the assets included in the closed portfolio. ASU 2022-01 will be effective for us on January 1, 2023 though early adoption is permitted. The adoption of ASU 2022-01 is not expected to have a significant impact on our financial statements.

ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures.” ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings in Accounting Standards Codification (“ASC”) Subtopic 310-40, Receivables - Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. Additionally, ASU 2022-02 requires entities to disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of ASC Subtopic 3126-20, Financial Instruments - Credit Losses - Measured at Amortized Cost. ASU 2022-02 will be effective for us on January 1, 2023 though early adoption is permitted. The adoption of ASU 2022-02 is not expected to have a significant impact on our financial statements.

ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” ASU 2022-03 clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. ASU 2022-03 also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction and requires certain new disclosures for equity securities subject to contractual sale restrictions. ASU 2022-03 will be effective for us on January 1, 2024 though early adoption is permitted. The adoption of ASU 2022-03 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, 2021, and the other information included in the 2021 Form 10-K. Operating results for the three and six months ended ~~March 31,~~June 30, 2022 are not necessarily indicative of the results for the year ending December 31, 2022 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”), including statements regarding the potential effects of the ongoing COVID-19 pandemic on our business, financial condition, liquidity and results of operations, 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) and their application 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 potential impact of climate change.

•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~~borrowing and ~~savings~~saving habits.

•Changes in the financial performance and/or condition of our borrowers.

•Technological changes.

•The cost and effects of cyber incidents or other failures, interruptions or security breaches of our systems or those of our customers or third-party providers.

•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.

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•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.

•Changes in our liquidity position.

•Changes in our organization, compensation and benefit plans.

•The impact of the ongoing COVID-19 pandemic and any other pandemic, epidemic or health-related crisis.

•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.

In addition, financial markets and global supply chains may be adversely affected by the current or anticipated impact of military conflict, including the current Russian invasion of Ukraine, terrorism or other geopolitical events.

Further, statements about the potential effects of the ongoing COVID-19 pandemic on our business, financial condition, liquidity and results of operations may constitute forward-looking statements and are subject to the risk that the actual effects may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond our control, including the scope and duration of the pandemic, actions taken by governmental authorities in response to the pandemic, and the direct and indirect impact of the pandemic on our customers, clients, third parties and us.

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.

COVID-19 Effects and Actions

Our business has been, and continues to be, impacted by the effects of the COVID-19 pandemic. There remains many uncertainties related to COVID-19 including, among other things, the ongoing impact to our customers, employees and vendors; the impact to the financial services and banking industry; and the impact to the economy as a whole as well as the effect of actions taken, or that may yet be taken, or inaction by governmental authorities to mitigate both the economic and health-related effects of COVID-19. Refer to our 2021 Form 10-K for further information regarding (i) the impact of the COVID-19 pandemic on our operations and our results thereof, as well as the impact on our financial position and (ii) legislative and regulatory actions taken related to the COVID-19 pandemic, particularly as they relate to the banking and financial services industry.

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 credit losses on financial instruments including loans and off-balance-sheet credit exposures are considered to be critical as these policies involve considerable subjective judgment and estimation by management. In the case of loans, the allowance for credit losses is a contra-asset valuation account, calculated in accordance with Accounting Standards Codification (“ASC”) Topic 326 (“ASC 326”) Financial Instruments - Credit Losses, that is deducted from the amortized cost basis of loans to present the net amount expected to be collected. In the case of off-balance-sheet credit exposures, the allowance for credit losses is a liability account, calculated in accordance with ASC 326, reported as a component of accrued interest payable and other liabilities in our consolidated balance sheets. The amount of each allowance account represents management's best estimate of current expected credit losses on these financial instruments considering available information, from internal and external sources, relevant to assessing exposure to credit loss over the contractual term

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of the instrument. Relevant available information includes historical credit loss experience, current conditions and reasonable and supportable forecasts. While historical credit loss experience provides the basis for the estimation of expected credit losses, adjustments to historical loss information may be made for differences in current portfolio-specific risk characteristics, environmental conditions or other relevant factors. While management utilizes its best judgment and information available, the ultimate adequacy of our allowance accounts is dependent upon a variety of factors beyond our control, including the performance of our portfolios, the economy, changes in interest rates and the view of the regulatory authorities toward classification of assets. Refer to the 2021 Form 10-K for additional information regarding critical accounting policies.

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 a 21% federal tax rate, thus making tax-exempt yields comparable to taxable asset yields.

Results of Operations

Net income available to common shareholders totaled ~~$97.4~~$117.4 million, or ~~$1.50~~$1.81 per diluted common share, and $214.9 million, or $3.31 per diluted common share for the three and six months ended ~~March 31,~~June 30, 2022 compared to ~~$113.9~~$116.4 million, or ~~$1.77~~$1.80 per diluted common share, and $230.3 million, or $3.57 per diluted common share for the three and six months ended ~~March 31,~~June 30, 2021.

Selected data for the comparable periods was as follows:


		Three Months Ended March 31,				Three Months Ended June 30,								Six Months Ended June 30,
			2022				2021				2022			2021			2022			2021
Taxable-equivalent net interest income	Taxable-equivalent net interest income		$	272,194			$	263,949		Taxable-equivalent net interest income	$	311,377		$	279,997		$	583,572		$	543,946
Taxable-equivalent adjustment	Taxable-equivalent adjustment		23,123				23,068			Taxable-equivalent adjustment	23,169			22,841			46,293			45,909
Net interest income	Net interest income		249,071				240,881			Net interest income	288,208			257,156			537,279			498,037
Credit loss expense	Credit loss expense		—				63			Credit loss expense	—			—			—			63
Net interest income after credit loss expense	Net interest income after credit loss expense		249,071				240,818			Net interest income after credit loss expense	288,208			257,156			537,279			497,974
Non-interest income	Non-interest income		101,390				93,236			Non-interest income	97,927			91,247			199,317			184,483
Non-interest expense	Non-interest expense		238,732				210,142			Non-interest expense	246,347			215,254			485,079			425,396
Income before income taxes	Income before income taxes		111,729				123,912			Income before income taxes	139,788			133,149			251,517			257,061
Income taxes	Income taxes		12,627				7,897			Income taxes	20,674			15,081			33,301			22,978
Net income	Net income		99,102				116,015			Net income	119,114			118,068			218,216			234,083
Preferred stock dividends	Preferred stock dividends		1,669				2,151			Preferred stock dividends	1,669			1,669			3,338			3,820
Redemption of preferred stock			—				—
Net income available to common shareholders	Net income available to common shareholders		$	97,433			$	113,864		Net income available to common shareholders	$	117,445		$	116,399		$	214,878		$	230,263
Earnings per common share – basic	Earnings per common share – basic		$	1.51			$	1.78		Earnings per common share – basic	$	1.82		$	1.81		$	3.32		$	3.59
Earnings per common share – diluted	Earnings per common share – diluted		1.50				1.77			Earnings per common share – diluted	1.81			1.80			3.31			3.57
Dividends per common share	Dividends per common share		0.75				0.72			Dividends per common share	0.75			0.72			1.50			1.44
Return on average assets	Return on average assets		0.79		%		1.09		%	Return on average assets	0.92		%	1.02		%	0.85		%	1.05		%
Return on average common equity	Return on average common equity		9.58				11.13			Return on average common equity	13.88			11.18			11.53			11.16
Average shareholders’ equity to average assets	Average shareholders’ equity to average assets		8.48				10.10			Average shareholders’ equity to average assets	6.93			9.46			7.70			9.77

Net income available to common shareholders ~~decreased $16.4~~increased $1.0 million, or ~~14.4%~~0.9%, for the three months ended ~~March 31,~~June 30, 2022 and decreased $15.4 million, or 6.7%, for the six months ended June 30, 2022 compared to the same ~~period~~periods in 2021. The ~~decrease~~increase during the three months ended ~~March 31,~~June 30, 2022 was primarily the result of a ~~$28.6~~$31.1 million increase in net interest income and a $6.7 million increase in non-interest income partly offset by a $31.1 million increase in non-interest expense and a ~~$4.7~~$5.6 million increase in income tax expense. The decrease during the six months ended June 30, 2022 was primarily the result of a $59.7 million increase in non-interest expense and a $10.3 million increase in income tax expense partly offset by ~~an $8.2~~a $39.2 million increase in net interest income and ~~an $8.2~~a $14.8 million increase in non-interest income. Details of the changes in the various components of net income are further discussed below.

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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 ~~71.1%~~72.9% of total revenue during the first ~~three~~six months of 2022. 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~~As of June 30, 2022, approximately 42.0% of our loans had a fixed interest rate, while the remaining loans had floating interest rates that were primarily tied to the prime interest ~~rate. The prime~~ rate ~~remained at 3.25% during 2021. During 2022, the prime rate increased 25 basis points in March to end the first quarter at 3.50%. Our loan portfolio is also impacted by changes in~~(approximately 29.2%) or the London Interbank Offered Rate (“LIBOR”) (approximately 17.0%). At March 31, 2022, the one-month and three-month U.S. dollar LIBOR interest rates were 0.45% and 0.96%, respectively, while at March 31, 2021, the one-month and three-month U.S. dollar LIBOR interest rates were 0.11% and 0.19%, respectively. We discontinued originating LIBOR-based loans effective December 31, 2021 and have begun to negotiate loans using our preferred replacement index, the American Interbank Offered Rate (“AMERIBOR”), a benchmark developed by the American Financial Exchange, the Secured Overnight Financing Rate (“SOFR”) or a benchmark developed by Bloomberg Index Services (“BSBY”). As of June 30, 2022, approximately 11.7% of loans were tied to one of these indexes. For our currently outstanding LIBOR-based loans, the timing and manner in which each customer’s contract transitions from LIBOR to another rate will vary on a case-by-case basis. ~~We expect~~Our goal is to complete all transitions by the first quarter of 2023.

~~The~~Select average market rates for the periods indicated are presented in the table below.


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Federal funds target rate upper bound	0.95	%	0.25	%	0.62	%	0.25	%
Effective federal funds rate	0.77		0.07		0.45		0.07
Interest on reserve balances	0.84		0.11		0.52		0.10
Prime	3.95		3.25		3.62		3.25
1-Month LIBOR	1.00		0.10		0.61		0.11
3-Month LIBOR	1.51		0.16		1.01		0.18
AMERIBOR Term-30(1)	0.87		0.09		0.53		0.11
AMERIBOR Term-90(1)	1.42		0.15		0.97		0.17
1-Month Term SOFR(2)	0.92		0.02		0.54		0.03
3-Month Term SOFR(2)	1.31		0.03		0.82		0.04
Bloomberg 1-Month Short-Term Bank Yield Index	0.87		0.07		0.52		0.08
Bloomberg 3-Month Short-Term Bank Yield Index	1.41		0.12		0.94		0.14

____________________

(1)AMERIBOR Term-30 and AMERIBOR Term-90 are published by the American Financial Exchange.

(2)1-Month TERM SOFR and 3-Month Term SOFR market data are the property of Chicago Mercantile Exchange, Inc. or its licensors as applicable. All rights reserved, or otherwise licensed by Chicago Mercantile Exchange Inc.

Effective July 28, 2022, the Federal Reserve increased the target range for the federal funds rate ~~which is the cost of immediately available overnight funds, remained at zero~~ to ~~0.25% during 2021. During 2022, the target fed funds rate was increased 25 basis points in March~~2.25% to end the quarter at 0.25 to 0.50%. In March 2022, the Federal Reserve released projections whereby the midpoint of the projected appropriate target range for the federal funds rate would rise to 1.9% by the end of 20222.50% and ~~to 2.8% by the end of 2023. While there can be no such assurance~~stated that ~~any~~they anticipate on-going increases in the ~~federal funds~~target range will be appropriate. Additionally, the interest rate ~~will occur, these projections imply six 25 basis point increases in the federal funds rate during the remainder of 2022, followed by an additional four 25 basis point increases in 2023.~~paid on reserve balances was increased to 2.40%.

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. See Item 3. Quantitative and Qualitative Disclosures About Market Risk elsewhere in this report for information about our sensitivity to interest rates. Further analysis of the components of our net interest margin is presented below.

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The following ~~table presents~~tables present an analysis of net interest income and net interest spread for the periods indicated, including average outstanding balances for each major category of interest-earning assets and interest-bearing liabilities, the interest earned or paid on such amounts, and the average rate earned or paid on such assets or liabilities, respectively. The ~~table~~tables also ~~sets~~set forth the net interest margin on average total interest-earning assets for the same periods. 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, (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.


															Quarter To Date						Quarter To Date
		March 31, 2022						March 31, 2021							June 30, 2022						June 30, 2021
		Average Balance		Interest Income/ Expense		Yield/ Cost		Average Balance		Interest Income/ Expense		Yield/ Cost			Average Balance		Interest Income/ Expense		Yield/ Cost		Average Balance		Interest Income/ Expense		Yield/ Cost
Assets:	Assets:													Assets:
Interest-bearing deposits	Interest-bearing deposits	$	13,766,486	$	6,343	0.18	%	$	9,864,811	$	2,433	0.10	%	Interest-bearing deposits	$	13,040,852	$	26,371	0.80	%	$	13,346,885	$	3,614	0.11	%
Federal funds sold	Federal funds sold	13,892		13		0.37		4,963		3		0.24		Federal funds sold	31,173		99		1.26		21,390		8		0.15
Resell agreements	Resell agreements	5,835		4		0.27		2,636		1		0.15		Resell agreements	3,027		10		1.32		7,905		4		0.20
Securities:	Securities:													Securities:
Taxable	Taxable	9,000,677		43,058		1.90		4,017,748		20,028		2.06		Taxable	10,327,627		56,365		2.04		4,168,034		20,602		2.01
Tax-exempt	Tax-exempt	8,165,462		78,898		4.03		8,229,643		78,576		4.09		Tax-exempt	7,802,864		79,001		4.04		8,125,745		77,801		4.09
Total securities	Total securities	17,166,139		121,956		2.88		12,247,391		98,604		3.41		Total securities	18,130,491		135,366		2.87		12,293,779		98,403		3.36
Loans, net of unearned discounts	Loans, net of unearned discounts	16,386,458		151,068		3.74		17,683,917		168,638		3.87		Loans, net of unearned discounts	16,674,489		167,925		4.04		17,246,389		183,846		4.28
Total Earning Assets and Average Rate Earned	Total Earning Assets and Average Rate Earned	47,338,810		279,384		2.39		39,803,718		269,679		2.78		Total Earning Assets and Average Rate Earned	47,880,032		329,771		2.71		42,916,348		285,875		2.71
Cash and due from banks	Cash and due from banks	651,124						530,954						Cash and due from banks	646,121						529,447
Allowance for credit losses on loans and securities	Allowance for credit losses on loans and securities	(248,801)						(267,233)						Allowance for credit losses on loans and securities	(246,976)						(262,389)
Premises and equipment, net	Premises and equipment, net	1,050,735						1,045,943						Premises and equipment, net	1,049,494						1,040,400
Accrued interest and other assets	Accrued interest and other assets	1,531,609						1,416,614						Accrued interest and other assets	1,758,932						1,441,264
Total Assets	Total Assets	$	50,323,477					$	42,529,996					Total Assets	$	51,087,603					$	45,665,070

Liabilities:	Liabilities:													Liabilities:
Non-interest-bearing demand deposits	Non-interest-bearing demand deposits	17,961,221						15,309,375						Non-interest-bearing demand deposits	18,354,651						16,456,245
Interest-bearing deposits:	Interest-bearing deposits:													Interest-bearing deposits:
Savings and interest checking	Savings and interest checking	11,954,465		410		0.01		9,713,591		356		0.01		Savings and interest checking	12,336,089		1,206		0.04		10,881,459		379		0.01
Money market deposit accounts	Money market deposit accounts	11,858,775		3,651		0.12		9,244,763		1,679		0.07		Money market deposit accounts	12,607,969		11,115		0.35		9,790,253		2,196		0.09
Time accounts	Time accounts	1,187,458		851		0.29		1,138,240		1,482		0.53		Time accounts	1,427,267		2,272		0.64		1,142,873		924		0.32
Total interest-bearing deposits	Total interest-bearing deposits	25,000,698		4,912		0.08		20,096,594		3,517		0.07		Total interest-bearing deposits	26,371,325		14,593		0.22		21,814,585		3,499		0.06
Total deposits	Total deposits	42,961,919				0.05		35,405,969				0.04		Total deposits	44,725,976				0.13		38,270,830				0.04
Federal funds purchased	Federal funds purchased	27,759		12		0.17		40,614		8		0.08		Federal funds purchased	35,529		75		0.84		34,344		7		0.08
Repurchase agreements	Repurchase agreements	2,051,577		518		0.10		1,839,982		395		0.09		Repurchase agreements	1,742,669		1,790		0.41		2,058,818		570		0.11
Junior subordinated deferrable interest debentures	Junior subordinated deferrable interest debentures	123,020		584		1.90		136,366		646		1.89		Junior subordinated deferrable interest debentures	123,035		772		2.51		136,380		638		1.87
Subordinated notes	Subordinated notes	99,203		1,164		4.69		99,046		1,164		4.70		Subordinated notes	99,242		1,164		4.69		99,085		1,164		4.70

Total Interest-Bearing Funds and Average Rate Paid	Total Interest-Bearing Funds and Average Rate Paid	27,302,257		7,190		0.11		22,212,602		5,730		0.10		Total Interest-Bearing Funds and Average Rate Paid	28,371,800		18,394		0.26		24,143,212		5,878		0.10
Accrued interest and other liabilities	Accrued interest and other liabilities	790,092						713,002						Accrued interest and other liabilities	821,571						745,406
Total Liabilities	Total Liabilities	46,053,570						38,234,979						Total Liabilities	47,548,022						41,344,863
Shareholders’ Equity	Shareholders’ Equity	4,269,907						4,295,017						Shareholders’ Equity	3,539,581						4,320,207
Total Liabilities and Shareholders’ Equity	Total Liabilities and Shareholders’ Equity	$	50,323,477					$	42,529,996					Total Liabilities and Shareholders’ Equity	$	51,087,603					$	45,665,070
Net interest income	Net interest income			$	272,194					$	263,949			Net interest income			$	311,377					$	279,997
Net interest spread	Net interest spread					2.28	%					2.68	%	Net interest spread					2.45	%					2.61	%
Net interest income to total average earning assets	Net interest income to total average earning assets					2.33	%					2.72	%	Net interest income to total average earning assets					2.56	%					2.65	%

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	Year To Date						Year To Date
	June 30, 2022						June 30, 2021
	Average Balance		Interest Income/ Expense		Yield/ Cost		Average Balance		Interest Income/ Expense		Yield/ Cost
Assets:
Interest-bearing deposits	$	13,401,664	$	32,714	0.49	%	$	11,615,467	$	6,047	0.10	%
Federal funds sold	22,581		112		0.99		13,222		11		0.17
Resell agreements	4,423		14		0.63		5,285		5		0.19
Securities:
Taxable	9,667,818		99,423		1.97		4,093,306		40,630		2.03
Tax-exempt	7,983,161		157,900		4.03		8,177,407		156,376		4.09
Total securities	17,650,979		257,323		2.87		12,270,713		197,006		3.38
Loans, net of unearned discounts	16,531,269		318,993		3.89		17,463,944		352,485		4.07
Total Earning Assets and Average Rate Earned	47,610,916		609,156		2.56		41,368,631		555,554		2.74
Cash and due from banks	648,609						530,196
Allowance for credit losses on loans and securities	(247,883)						(264,798)
Premises and equipment, net	1,050,111						1,043,156
Accrued interest and other assets	1,648,876						1,425,072
Total Assets	$	50,710,629					$	44,102,257

Liabilities:
Non-interest-bearing demand deposits	18,159,023						15,887,529
Interest-bearing deposits:
Savings and interest checking	12,146,331		1,616		0.03		10,300,751		735		0.01
Money market deposit accounts	12,235,442		14,766		0.24		9,519,014		3,875		0.08
Time accounts	1,308,025		3,123		0.48		1,140,570		2,406		0.43
Total interest-bearing deposits	25,689,798		19,505		0.15		20,960,335		7,016		0.07
Total deposits	43,848,821				0.09		36,847,864				0.04
Federal funds purchased	31,666		87		0.55		37,461		15		0.08
Repurchase agreements	1,896,270		2,308		0.24		1,950,005		965		0.10
Junior subordinated deferrable interest debentures	123,028		1,356		2.19		136,373		1,284		1.88
Subordinated notes	99,222		2,328		4.69		99,065		2,328		4.70

Total Interest-Bearing Funds and Average Rate Paid	27,839,984		25,584		0.18		23,183,239		11,608		0.10
Accrued interest and other liabilities	808,896						723,807
Total Liabilities	46,807,903						39,794,575
Shareholders’ Equity	3,902,726						4,307,682
Total Liabilities and Shareholders’ Equity	$	50,710,629					$	44,102,257
Net interest income			$	583,572					$	543,946
Net interest spread					2.38	%					2.64	%
Net interest income to total average earning assets					2.45	%					2.68	%

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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.


		Three Months Ended				Three Months Ended
		March 31, 2022 vs. March 31, 2021				June 30, 2022 vs. June 30, 2021
		Increase (Decrease) Due to Change in								Increase (Decrease) Due to Change in
		Rate		Volume			Total			Rate		Volume		Total
Interest-bearing deposits	Interest-bearing deposits	$	2,617	$	1,293		$	3,910	Interest-bearing deposits	$	22,842	$	(85)	$	22,757
Federal funds sold	Federal funds sold	3		7			10		Federal funds sold	85		6		91
Resell agreements	Resell agreements	2		1			3		Resell agreements	9		(3)		6
Securities:	Securities:								Securities:
Taxable	Taxable	(1,684)		24,714			23,030		Taxable	312		35,451		35,763
Tax-exempt	Tax-exempt	(1,208)		1,530			322		Tax-exempt	(986)		2,186		1,200
Loans, net of unearned discounts	Loans, net of unearned discounts	(5,518)		(12,052)			(17,570)		Loans, net of unearned discounts	(10,005)		(5,916)		(15,921)
Total earning assets	Total earning assets	(5,788)		15,493			9,705		Total earning assets	12,257		31,639		43,896
Savings and interest checking	Savings and interest checking	—		54			54		Savings and interest checking	792		35		827
Money market deposit accounts	Money market deposit accounts	1,413		559			1,972		Money market deposit accounts	8,111		808		8,919
Time accounts	Time accounts	(695)		64			(631)		Time accounts	1,079		269		1,348
Federal funds purchased	Federal funds purchased	7		(3)			4		Federal funds purchased	68		—		68
Repurchase agreements	Repurchase agreements	60		63			123		Repurchase agreements	1,320		(100)		1,220
Junior subordinated deferrable interest debentures	Junior subordinated deferrable interest debentures	3		(65)			(62)		Junior subordinated deferrable interest debentures	201		(67)		134
Subordinated notes	Subordinated notes	(2)		2			—		Subordinated notes	(2)		2		—
Total interest-bearing liabilities	Total interest-bearing liabilities	786		674			1,460		Total interest-bearing liabilities	11,569		947		12,516
Net change	Net change	$	(6,574)	$	14,819		$	8,245	Net change	$	688	$	30,692	$	31,380


	Six Months Ended
	June 30, 2022 vs. June 30, 2021
	Increase (Decrease) Due to Change in
	Rate		Volume		Total
Interest-bearing deposits	$	25,656	$	1,011	$	26,667
Federal funds sold	88		13		101
Resell agreements	10		(1)		9
Securities:
Taxable	(1,237)		60,030		58,793
Tax-exempt	(2,317)		3,841		1,524
Loans, net of unearned discounts	(15,172)		(18,320)		(33,492)
Total earning assets	7,028		46,574		53,602
Savings and interest checking	809		72		881
Money market deposit accounts	9,531		1,360		10,891
Time accounts	317		400		717
Federal funds purchased	74		(2)		72
Repurchase agreements	1,370		(27)		1,343
Junior subordinated deferrable interest debentures	202		(130)		72
Subordinated notes	(4)		4		—
Total interest-bearing liabilities	12,299		1,677		13,976
Net change	$	(5,271)	$	44,897	$	39,626

Taxable-equivalent net interest income for the three months ended ~~March 31,~~June 30, 2022 increased ~~$8.2~~$31.4 million, or ~~3.1%~~11.2%, while taxable-equivalent net interest income for the six months ended June 30, 2022 increased $39.6 million, or 7.3%, compared to the same ~~period~~periods in 2021. The increase in taxable-equivalent net interest income during the three months ended ~~March 31,~~June 30, 2022 was primarily related to an increase in the average volume of taxable securities, an increase in the average yield on interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve) and, to a much lesser extent, an increase in the average volume of tax-exempt securities. The impact of these items was partly offset by a decrease in the average volume of loans combined with decreases in the average yields on loans and tax-exempt securities and increases in the

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average cost and average volume of interest-bearing deposit accounts (primarily money market deposit accounts) and an increase in the average cost of repurchase agreements. The increase in taxable-equivalent net interest income during the six months ended June 30, 2022 was primarily related to an increase in the average volume of taxable securities and ~~to a much lesser extent, increases~~an increase in the average ~~volumes of~~yield on interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve) and, ~~tax-exempt securities; and an increase~~to a much lesser extent, increases in the average ~~yield on~~volumes of tax-exempt securities and interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve). The impact of these items was partly offset by a decrease in the average volume of loans combined with decreases in the average yields on loans, ~~taxable securities and~~ tax-exempt securities and ~~increases~~taxable securities; an increase in the average cost and average volume of interest-bearing deposits (primarily money market deposit ~~accounts.~~accounts); and an increase in the average cost of repurchase agreements. As a result of these fluctuations, the taxable-equivalent net interest margin decreased 399 basis points from ~~2.72%~~2.65% during the three months ended ~~March 31,~~June 30, 2021 to ~~2.33%~~2.56% during the three months ended ~~March 31,~~June 30, 2022 while the taxable-equivalent net interest margin decreased 23 basis points from 2.68% during the six months ended June 30, 2021 to 2.45% during the six months ended June 30, 2022.

The average volume of interest-earning assets for the three months ended ~~March 31,~~June 30, 2022 increased ~~$7.5~~$5.0 billion while the average volume of interest-earning assets for the six months ended June 30, 2022 increased $6.2 billion compared to the same ~~period~~periods in 2021. The increase in the average volume of interest-earning assets during the three months ended June 30, 2022 primarily related to a ~~$5.0~~$6.2 billion increase in average taxable securities partly offset by a $571.9 million decrease in average loans (which was primarily impacted by a $2.5 billion decrease in average PPP loans, as further discussed below), a $322.9 million decrease in average tax-exempt securities and a $306.0 million decrease in average interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve). The increase in the average volume of interest-earning assets during the six months ended June 30, 2022 primarily related to a $5.6 billion increase in average taxable securities and a ~~$3.9~~$1.8 billion increase in average interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve) partly offset by a ~~$1.3~~$932.7 million decrease in average loans (which was primarily impacted by a $2.5 billion decrease in average ~~loans (of which approximately $2.5 billion related to~~ PPP loans, as further discussed below). and a $194.2 million decrease in average tax-exempt securities.

The average taxable-equivalent yield on interest-earning assets was 2.71% during both the three months ended June 30, 2021 and 2022 while the average taxable-equivalent yield on interest-earning assets decreased 18 basis points from 2.74% during the six months ended June 30, 2021 to 2.56% during the six months ended June 30, 2022. The average taxable-equivalent yield on interest-earning assets during 2022 was impacted by the aforementioned changes in market interest rates and changes in the volume and relative mix of interest-earning assets.

The average taxable-equivalent yield on loans decreased 1324 basis points from ~~3.87%~~4.28% during the three months ended ~~March 31,~~June 30, 2021 to ~~3.74%~~4.04% during the three months ended ~~March 31,~~June 30, 2022 while the average taxable-equivalent yield on loans decreased 18 basis points from 4.07% during the six months ended June 30, 2021 to 3.89% during the six months ended June 30, 2022. The average taxable-equivalent yield on loans during the three and six months ended ~~March 31,~~June 30, 2021 was positively impacted by a higher average proportion of higher-yielding PPP loans to total loans compared to the three and six months ended ~~March 31,~~June 30, 2022. The average volume of loans for the three months ended ~~March 31,~~June 30, 2022 decreased ~~$1.3 billion,~~$571.9 million, or ~~7.3%~~3.3%, while the average volume of loans for the six months ended June 30, 2022 decreased $932.7 million, or 5.3%, compared to the same ~~period~~periods in 2021. The ~~decrease was~~decreases in the average volume of loans were primarily due to a $2.5 billion decrease in the average ~~volume~~volumes of PPP ~~loans.~~loans during both the three and six months ended June 30, 2022. Excluding PPP loans, average loans would have increased ~~$1.2~~$1.9 billion, or ~~8.3%.~~13.2%, and $1.6 billion, or 10.8%, during the three and six months ended June 30, 2022, respectively, compared to the same periods in 2021. Loans made up approximately ~~34.6%~~34.8% and 34.7% of average interest-earning assets during the three and six months ended ~~March 31,~~June 30, 2022, respectively, compared to ~~44.4%~~40.2% and 42.2% during the same ~~period~~respective periods in 2021.

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, we recognized approximately $2.6 million in PPP loan related deferred processing fees (net of amortization of related deferred origination costs) as a yield adjustment and this amount is included in interest income on loans. ~~During~~Such amounts were not significant during the three months ended ~~March 31,~~June 30, 2022. During the three and six months ended June 30, 2021, we recognized approximately ~~$23.5~~$38.8 million and $62.3 million, respectively, in PPP loan related deferred processing fees (net of amortization of related deferred origination costs). As a result of the inclusion of

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these net fees in interest income, the average yields on PPP loans was ~~4.45%~~1.00% and 3.32% during the three and six months ended ~~March 31,~~June 30, 2022, and ~~4.39%~~6.89% and 5.60% during the three and six months ended ~~March 31,~~June 30, 2021, compared to the stated interest rate of 1.0% on these loans.

The average taxable-equivalent yield on securities was ~~2.88%~~2.87% during both the three and six months ended June 30, 2022, decreasing 49 basis points from 3.36% during the three months ended ~~March 31, 2022,~~June 30, 2021 and decreasing 5351 basis points from ~~3.41%~~3.38% during the six months ended June 30, 2021. The average yield on taxable securities was 2.04% during the three months ended June 30, 2022 increasing 3 basis points from 2.01% during the same period in 2021 while the average yield on taxable securities was 1.97% during the six months ended June 30, 2022 decreasing 6 basis points from 2.03% during the same period in 2021. The average taxable-equivalent yield on ~~taxable~~tax-exempt securities ~~decreased 16 basis points from 2.06%~~was 4.04% during the three months ended ~~March 31, 2021 to 1.90%~~June 30, 2022

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decreasing 5 basis points from 4.09% during the ~~three months ended March 31, 2022. The~~same period in 2021 while the average taxable-equivalent yield on tax-exempt securities ~~decreased~~was 4.03% during the six months ended June 30, 2022, decreasing 6 basis points from 4.09% during the ~~three months ended March 31, 2021 to 4.03% during the three months ended March 31, 2022.~~ same period in 2021.

Tax exempt securities made up approximately ~~47.6%~~43.0% and 45.2% of total average securities during the three and six months ended ~~March 31,~~June 30, 2022, respectively, compared to ~~67.2%~~66.1% and 66.6% during the same ~~period~~periods in 2021. The average volume of total securities during the three months ended ~~March 31,~~June 30, 2022 increased ~~$4.9~~$5.8 billion, or ~~40.2%~~47.5%, compared to the same period in 2021 while the average volume of total securities during the six months ended June 30, 2022 increased $5.4 billion, or 43.8%, compared to the same period in 2021. Securities made up approximately ~~36.3%~~37.9% of average interest-earning assets during the three months ended ~~March 31,~~June 30, 2022 compared to ~~30.8%~~28.6% during the same period in 2021 while securities made up approximately 37.1% of average interest-earning assets during the six months ended June 30, 2022 compared to 29.7% during the same period in 2021. The ~~increase~~increases during the three and six months ended ~~March 31,~~June 30, 2022 ~~was~~were primarily related to the ~~increased~~ investment of available funds (primarily from growth in deposits) in taxable securities.

Average interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve) for the three months ended ~~March 31,~~June 30, 2022 decreased $306.0 million, or 2.3%, compared to the same period in 2021 while average interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve) for the six months ended June 30, 2022 increased ~~$3.9~~$1.8 billion, or ~~39.6%~~15.4%, compared to the same period in 2021. Interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve) made up approximately ~~29.1%~~27.2% of average interest-earning assets during the three months ended ~~March 31,~~June 30, 2022 compared to ~~24.8%~~31.1% during the same period in ~~2021. The increase in the average volume of~~2021 while interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve) made up approximately 28.1% of average interest-earning assets during the ~~three~~six months ended ~~March 31,~~June 30, 2022 ~~compared to the same period in 2021 was primarily due to increases in the average volume of customer deposits.~~and 2021. The average yield on interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve) was ~~0.18%~~0.80% and 0.49% during the three and six months ended ~~March 31,~~June 30, 2022, respectively, compared to 0.11% and 0.10% during the same ~~period~~respective periods in 2021. The average ~~yield~~yields on interest-bearing deposits during the three and six months ended ~~March 31,~~June 30, 2022 ~~was~~were impacted by higher interest ~~rate~~rates paid on ~~excess~~ reserves held at the Federal Reserve, compared to the same ~~period~~respective periods in 2021.

The average rate paid on interest-bearing liabilities was ~~0.11%~~0.26% during the three months ended ~~March 31,~~June 30, 2022, increasing ~~one~~16 basis ~~point~~points from 0.10% during the same period in 2021 while the average rate paid on interest-bearing liabilities was 0.18% during the six months ended June 30, 2022 increasing 8 basis points from 0.10% during the same period in 2021. Average deposits increased ~~$7.6~~$6.5 billion, or ~~21.3%~~16.9%, during the three months ended ~~March 31,~~June 30, 2022 compared to the same period in 2021 and included a ~~$4.9~~$4.6 billion increase in average interest-bearing deposits and a ~~$2.7~~$1.9 billion increase in average non-interest bearing deposits. Average deposits increased $7.0 billion, or 19.0%, during the six months ended June 30, 2022 compared to the same period in 2021 and included a $4.7 billion increase in average interest-bearing deposits and a $2.3 billion increase in average non-interest bearing deposits. The ratio of average interest-bearing deposits to total average deposits was ~~58.2%~~59.0% and 58.6% during the three and six months ended ~~March 31,~~June 30, 2022 compared to ~~56.8%~~57.0% and 56.9% during the same ~~period~~respective periods in 2021. 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 ~~0.08%~~0.22% and ~~0.05%~~0.13%, respectively, during the three months ended ~~March 31,~~June 30, 2022 compared to 0.06% and 0.04%, respectively, during the same period in 2021. The average cost of interest-bearing deposits and total deposits was 0.15% and 0.09%, respectively, during the six months ended June 30, 2022 compared to 0.07% and 0.04%, respectively, during the same period in 2021. The average cost of deposits during 2022 was impacted by an increase in the interest rates we pay on most of our interest-bearing deposit products as a result of the aforementioned increase 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 ~~2.28%~~2.45% and 2.38% during the three and six months ended ~~March 31,~~June 30, 2022 compared to ~~2.68%~~2.61% and 2.64% during the same ~~period~~respective periods in 2021. 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.

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Credit Loss Expense

Credit loss expense is determined by management as the amount to be added to the allowance for credit loss accounts for various types of financial instruments including loans, securities and off-balance-sheet credit exposures after net charge-offs have been deducted to bring the allowances to a level which, in management’s best estimate, is necessary to absorb expected credit losses over the lives of the respective financial instruments. The components of credit loss expense were as follows:


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2022			2021			2022		2021		2022		2021
Credit loss expense (benefit) related to:	Credit loss expense (benefit) related to:							Credit loss expense (benefit) related to:
Loans	Loans		$	4,464		$	—	Loans	$	(4,396)	$	(4,379)	$	68	$	(4,379)
Off-balance-sheet credit exposures	Off-balance-sheet credit exposures		(4,464)			65		Off-balance-sheet credit exposures	4,396		4,379		(68)		4,444
Securities held to maturity	Securities held to maturity		—			(2)		Securities held to maturity	—		—		—		(2)
Total	Total		$	—		$	63	Total	$	—	$	—	$	—	$	63

See the section captioned “Allowance for Credit Losses” elsewhere in this discussion for further analysis of credit loss expense related to loans and off-balance-sheet credit exposures.

Non-Interest Income

Total non-interest income for the three and six months ended ~~March 31,~~June 30, 2022 increased ~~$8.2~~$6.7 million, or ~~8.7%~~7.3%, and increased $14.8 million, or 8.0%, respectively, compared to the same ~~period~~periods in 2021. 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 six months ended ~~March 31,~~June 30, 2022 decreased $98 thousand, or 0.3%, and increased ~~$3.3~~$3.2 million, or ~~9.5%~~4.4%, respectively, compared to the same ~~period~~periods in 2021. Investment management fees are the most significant component of trust and investment management fees, making up approximately ~~81.6%~~79.6% and ~~84.1%~~81.8% of total trust and investment management fees for the first ~~three~~six months of 2022 and 2021, respectively. The decrease in trust and investment management fees during the three months ended June 30, 2022 was primarily due to decreases in estate fees (down $968 thousand) and investment management fees (down $863 thousand), among other things, mostly offset by an increase in oil and gas fees (up $1.8 million).

The increase in trust and investment management fees during the six months ended June 30, 2022 was primarily due to increases in ~~investment management fees (up $1.8 million, or 6.2%),~~ oil and gas fees (up ~~$771~~$2.6 million), investment management fees (up $966 thousand) and real estate fees (up ~~$626~~$580 thousand) partly offset by a decrease in estate fees (down $888 thousand). Investment management fees are generally based on the market value of assets within an account and are thus impacted by volatility in the equity and bond markets. The increase in investment management fees during six months ended June 30, 2022 was primarily related to higher average equity valuations as well as an increase in the number of accounts. The decrease in investment management fees during three months ended June 30, 2022 was primarily related to the sharp decline in equity valuations during the second quarter of 2022. Oil and gas fees during the three and six months ended June 30, 2022 were impacted by increases in oil and gas prices. The ~~increase~~fluctuations in estate fees and real estate fees ~~was~~during the comparable periods were primarily related to ~~an increase~~variations in transaction ~~volume.~~volumes.

At ~~March 31,~~June 30, 2022, trust assets, including both managed assets and custody assets, were primarily composed of equity securities ~~(46.1%~~(43.0% of assets), fixed income securities ~~(31.4%~~(33.1% of assets), alternative investments ~~(6.8%~~(7.5% of assets) and cash equivalents ~~(9.7%~~(9.9% of assets). The estimated fair value of these assets was ~~$42.4~~$40.1 billion (including managed assets of ~~$20.8~~$19.4 billion and custody assets of ~~$21.6~~$20.6 billion) at ~~March 31,~~June 30, 2022, compared to $43.3 billion (including managed assets of $19.1 billion and custody assets of $24.2 billion) at December 31, 2021 and ~~$39.3~~$42.3 billion (including managed assets of ~~$17.3~~$18.1 billion and custody assets of ~~$22.0~~$24.2 billion) at ~~March 31,~~June 30, 2021.

Service Charges on Deposit Accounts. Service charges on deposit accounts for the three and six months ended ~~March 31,~~June 30, 2022 increased ~~$2.7~~$4.0 million, or ~~13.7%~~20.3%, and increased $6.8 million, or 17.0%, respectively, compared to the same ~~period~~periods in 2021. The increase during the three months ended June 30, 2022 was primarily related to increases in ~~commercial service charges (up $1.5 million) and~~ overdraft charges on consumer and commercial accounts (up ~~$637~~$2.1 million and $624 thousand, respectively) and ~~$475 thousand,~~commercial service charges (up $1.1 million). The increase during the six months ended June 30, 2022 was primarily related to increases in overdraft charges on consumer and commercial accounts (up $2.7 million and $1.1 million, respectively) and commercial service charges (up $2.5 million).

Commercial service charges during the three and six months ended ~~March 31,~~June 30, 2022 were primarily impacted by ~~an increase~~increases in the ~~volume~~volumes of billable services compared to the same ~~period~~periods in 2021, partly offset by an increase in the earnings credit rate. The earnings credit rate is the value given to deposits maintained by treasury management customers. Earnings credits applied to customer deposit balances offset service fees that would otherwise be charged.2021. Overdraft charges totaled ~~$8.7~~$9.6 million ($~~6.7~~7.4 million consumer and ~~$2.0~~$2.1 million commercial) during the three months ended ~~March 31,~~June 30, 2022 compared to ~~$7.5~~$6.9 million ($~~6.0~~5.3 million consumer and $1.5 million commercial) during the same period in 2021. Overdraft charges totaled $18.2 million ($14.1 million

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consumer and $4.1 million commercial) during the six months ended June 30, 2022 compared to $14.4 million ($11.4 million consumer and $3.0 million commercial) during the same period in 2021. The increases in overdraft charges during the three and six months ended ~~March 31,~~June 30, 2022 were impacted by increases in the volumes of fee assessed overdrafts relative to the same ~~period~~periods in 2021.

In June 2022, we expanded the overdraft grace feature first implemented in April 2021. This feature, which was previously only available to certain consumer demand deposit accounts, is now available to all of our consumer demand deposit accounts, regardless of direct deposit status. With this feature no fees will be assessed on overdrafts of $100 or less. Additionally, we also eliminated fees on non-sufficient and returned items for all consumer deposit accounts. We expect these changes will impact revenue by as much as $3.5 million on an annual basis.

Insurance Commissions and Fees. Insurance commissions and fees for the three and six months ended ~~March 31,~~June 30, 2022 ~~decreased $705~~increased $1.0 million, or 9.3%, and increased $298 thousand, or ~~4.1%~~1.1%, respectively, compared to the same ~~period~~periods in 2021. The ~~decrease~~increase during the three months ended June 30, 2022 was the result of increases in commission income (up $774 thousand) and contingent income (up $229 thousand). The increase during the six months ended June 30, 2022 was the result of an increase in commission income (up $1.3 million) mostly offset by a decrease in contingent income (down ~~$1.2~~$1.0 million) ~~partly offset by an increase in commission income (up $525 thousand)~~.

Contingent income totaled ~~$2.4~~$578 thousand and $3.0 million during the three and six months ended ~~March 31,~~June 30, 2022, respectively, compared to ~~$3.7~~$349 thousand and $4.0 million during the same ~~period~~periods in 2021. Contingent income primarily consists of amounts received from various property and casualty insurance carriers related to portfolio growth and the loss performance of insurance policies previously placed. These performance related

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contingent payments are seasonal in nature and are mostly received during the first quarter of each year. This performance related contingent income totaled ~~$1.6~~$1.8 million and ~~$3.0~~$3.1 million during the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, respectively. The decrease in performance related contingent income during 2022 was related to low growth within the portfolio and a deterioration in the loss performance of insurance policies previously placed. This deterioration was impacted by a severe weather event in Texas during the first quarter of 2021 that resulted in a significant increase in property and casualty claims and losses. 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 ~~$813~~$385 thousand and $1.2 million during the three and six months ended ~~March 31,~~June 30, 2022, respectively, compared to ~~$625~~$274 thousand and $899 thousand during the same ~~period~~respective periods in 2021.

The ~~increase~~increases in commission income during the three and six months ended ~~March 31,~~June 30, 2022 ~~was~~were primarily related to ~~an increase~~increases in commercial and personal lines property and casualty commissions and benefit plan commissions partly offset by ~~a decrease~~decreases in life insurance commissions. The ~~increase~~increases in commercial and personal lines property and casualty commissions ~~was~~and benefit plan commissions during the three and six months ended June 30, 2022 were related to increased business volumes and increased market rates while the ~~decrease~~decreases in life insurance commissions ~~was~~were related to ~~a decrease in~~decreased business volumes.

Interchange and 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 card transaction fees consist of income from debit and credit card usage, point of sale income from PIN-based card transactions and ATM service fees. Interchange and card transaction fees are reported net of related network costs.

Net interchange and card transaction fees for the three and six months ended ~~March 31,~~June 30, 2022 increased ~~$133~~$270 thousand, or ~~3.2%~~5.8%, and increased $403 thousand, or 4.6%, respectively, compared to the same ~~period~~periods in 2021 primarily due to ~~an increase~~increases in transaction volumes as well as the impact of new card products partly offset by an increase in network costs. A comparison of gross and net interchange and card transaction fees for the reported periods is presented in the table below.


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2022			2021			2022		2021		2022		2021
Income from card transactions	Income from card transactions		$	7,481		$	6,392	Income from card transactions	$	8,308	$	7,553	$	15,789	$	13,945
ATM service fees	ATM service fees		764			785		ATM service fees	867		866		1,631		1,651
Gross interchange and card transaction fees	Gross interchange and card transaction fees		8,245			7,177		Gross interchange and card transaction fees	9,175		8,419		17,420		15,596
Network costs	Network costs		4,019			3,084		Network costs	4,264		3,778		8,283		6,862
Net interchange and card transaction fees	Net interchange and card transaction fees		$	4,226		$	4,093	Net interchange and card transaction fees	$	4,911	$	4,641	$	9,137	$	8,734

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~~fraud-

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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 ~~March 31,~~June 30, 2022 increased ~~$1.3~~$1.2 million, or ~~15.9%~~14.4%, compared to the same period in 2021. The increase was primarily related to increases in income from the placement of money market accounts (up $1.1 million) and merchant services ~~rebates~~rebates/bonuses (up ~~$426~~$472 thousand), among other things, partly offset by a decrease in income from the sale of mutual funds (down $448 thousand), among other things. Other charges, commissions and fees for the six months ended June 30, 2022 increased $2.6 million, or 15.2%, compared to the same period in 2021. The increase was primarily related to increases in income from the placement of money market accounts (up $944 thousand), merchant services rebates/bonuses (up $898 thousand), letter of credit fees (up ~~$325~~$463 thousand) and ~~income from the sale of mutual~~ funds transfer service charges (up ~~$321~~$295 thousand), among other things.

Other Non-Interest Income. Other non-interest income for the three months ended ~~March 31,~~June 30, 2022 increased ~~$1.3 million,~~$237 thousand, or ~~16.0%~~2.5%, compared to the same period in 2021.The increase was primarily related to increases in ~~public finance underwriting fees (up $1.6 million),~~ sundry and other miscellaneous income (up ~~$1.1~~$1.2 million), income from customer derivative and securities trading transactions (up $742 thousand) and income from customer foreign exchange transactions (up $547 thousand), among other things, partly offset by decreases in gains on the sale assets (down $1.8 million) and mineral interest income (down $289 thousand), among other things. Sundry income during the three months ended June 30, 2022 included $1.0 million in card related incentives/rebates and $489 thousand related to the recovery of prior write-offs. The increases in income from customer derivative and securities trading transactions and customer foreign exchange transactions were primarily related to increases in transaction volumes. Gains on the sale of assets during the second quarter of 2021 included $1.8 million related to the sale of certain parking lots in downtown San Antonio. The decrease in mineral interest income was related to the donation of certain mineral interests in 2021.

Other non-interest income for the six months ended June 30, 2022 increased $1.6 million, or 8.8%, compared to the same period in 2021. The increase was primarily related to increases in sundry and other miscellaneous income (up $2.3 million), public finance underwriting fees (up $1.6 million) and income from customer foreign exchange transactions (up ~~$380~~$926 thousand) partly offset by decreases in gains on the sale of foreclosed and other assets (down $1.8 million), mineral interest income (down $497 thousand) and income from customer derivative and securities trading transactions (down ~~$1.2 million)~~$435 thousand), among other things. Sundry income during the six months ended June 30, 2022 included $1.0 million related to the recovery of prior write-offs, $1.0 million in card related incentives/rebates and $458 thousand related to a contract fee. The increases in public finance underwriting fees and income from customer foreign exchange transactions were primarily related to increases in transaction volumes. ~~Sundry income during~~The decrease in gains on the ~~three months ended March 31, 2022 included $522 thousand~~sale of assets was primarily related to the ~~recovery~~aforementioned sale of ~~prior write-offs and $458 thousand~~certain parking lots in downtown San Antonio during the second quarter of 2021. The decrease in mineral interest income was related to ~~a contract fee.~~the donation of certain mineral interests in 2021. The decrease in income from customer derivative transactions was primarily due to a decrease in transaction volume.

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Non-Interest Expense

Total non-interest expense for the three and six months ended ~~March 31,~~June 30, 2022 increased ~~$28.6~~$31.1 million, or ~~13.6%~~14.4%, and increased $59.7 million, or 14.0%, respectively, compared to the same ~~period~~periods in 2021. Changes in the various components of non-interest expense are discussed below.

Salaries and Wages. Salaries and wages for the three and six months ended ~~March 31,~~June 30, 2022 increased ~~$17.9~~$19.8 million, or ~~19.1%~~20.5%, and increased $37.7 million, or 19.8%, respectively, compared to the same ~~period~~periods in 2021. The ~~increase~~increases in salaries and wages ~~was~~were primarily related to ~~an increase~~increases in salaries, due to ~~normal,~~ annual merit and market increases as well as the implementation of a $20 per hour minimum wage in December, 2021. Salaries and wages was also impacted by ~~an increase~~increases in the number of employees, ~~an increase~~increases in incentive compensation and, primarily during the six months ended June 30, 2022, a decrease in salary costs deferred in connection with loan originations as the first quarter of 2021 was impacted by the high volume of PPP loan originations. We are experiencing an increasingly competitive labor market which has resulted in and could continue to result in an increase in our staffing costs.

Employee Benefits. Employee benefits expense for the three and six months ended ~~March 31,~~June 30, 2022 increased ~~$1.7~~$2.0 million, or ~~7.5%~~10.7%, and increased $3.7 million, or 8.9%, respectively, compared to the same ~~period~~periods in 2021. The ~~increase was~~increases were primarily related to increases in payroll taxes, ~~and~~ 401(k) plan expense and medical benefits expense, among other things, partly offset by ~~an increase~~increases in the net periodic ~~benefit~~benefits related to our defined benefit retirement plan.

Our defined benefit retirement and restoration plans were frozen in 2001 which has helped to reduce the volatility in retirement plan expense. We nonetheless still have funding obligations related to these plans and could recognize expense related to these plans in future years, which would be dependent on the return earned on plan assets, the level of interest rates

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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 six months ended ~~March 31,~~June 30, 2022 increased ~~$1.4~~$1.7 million, or ~~5.2%~~6.5%, and increased $3.1 million, or 5.9%, respectively, compared to the same ~~period~~periods in 2021. The ~~increase was~~increases during the three and six months ended June 30, 2022 were primarily related to increases in repairs and maintenance/service contracts expense (up ~~$737 thousand)~~$1.0 million and $1.8 million, respectively), depreciation on buildings and leasehold improvements (together up ~~$355 thousand)~~$308 thousand and $663 thousand, respectively) and lease expense (up $433 thousand and $528 thousand, respectively), among other things. The increases in the aforementioned components of net occupancy expense were impacted, in part, by our expansion within the Houston and Dallas market areas.

Technology, Furniture and Equipment. Technology, furniture and equipment expense for the three and six months ended ~~March 31,~~June 30, 2022 increased ~~$1.1~~$1.9 million, or ~~4.1%~~6.9%, and increased $3.1 million, or 5.5%, respectively, compared to the same ~~period~~periods in 2021. The ~~increase was~~increases during the three and six months ended June 30, 2022 were primarily related to increases in cloud services expense (up ~~$809 thousand)~~$1.1 million and $1.9 million, respectively), depreciation of furniture and equipment (up ~~$515 thousand)~~$348 thousand and $863 thousand, respectively) and service contracts expense (up $466 thousand and $583 thousand, respectively), among other things, partly offset by ~~a decrease~~decreases in software maintenance (down ~~$358 thousand)~~$199 thousand and $557 thousand, respectively).

Deposit Insurance. Deposit insurance expense totaled ~~$3.6~~$3.7 million and $7.4 million for the three and six months ended ~~March 31,~~June 30, 2022, respectively, compared to $2.9 million and $5.8 million for the three and six months ended ~~March 31,~~June 30, 2021. The ~~increase was~~increases were primarily related to an increase in total assets partly offset by a decrease in the assessment rate. In June 2022, the Federal Deposit Insurance Corporation issued a notice of proposed rulemaking, applicable to all insured depository institutions, to increase the initial base deposit insurance assessment rates by 2 basis points, beginning with the first quarterly assessment period of 2023.

Other Non-Interest Expense. Other non-interest expense for the three and six months ended ~~March 31,~~June 30, 2022 increased ~~$5.9~~$4.8 million, or ~~15.9%~~11.5%, and increased $10.7 million, or 13.6%, respectively, compared to the same ~~period~~periods in 2021. The increase during the three months ended June 30, 2022 included increases in ~~advertising/promotions expense~~travel, meals and entertainment (up ~~$2.1~~$1.7 million); professional services expense (up ~~$1.8 million); travel, meals and entertainment (up~~ $1.2 million); sundry and ~~a decrease in costs deferred as loan origination costs (down~~other miscellaneous expenses (up $1.1 million); ~~among~~and advertising/promotions expense (up $661 thousand). Sundry and other ~~things.~~miscellaneous expenses during the three months ended June 30, 2022 included $446 thousand related to the write-off of certain assets and $387 thousand related to settlements. The impact of the aforementioned items was partly offset by decreases in donations expense (down ~~$1.5~~$1.8 million), which was impacted by a ~~$1.5~~$1.8 million contribution to the Frost Charitable Foundation in the second quarter of 2021, among other things. The increase during the six months ended June 30, 2022 included increases in professional services expense (up $3.0 million); travel, meals and entertainment (up $3.0 million); advertising/promotions expense (up $2.8 million); and business development expense (up $889 thousand); among other things. Other non-interest expense during the six months ended June 30, 2022 was also impacted by a decrease in costs deferred as loan origination costs (down $1.2 million) as the first quarter of ~~2021; sundry and other miscellaneous expenses~~2021 was impacted by a large volume of PPP loan originations. The impact of the aforementioned items was partly offset by decreases in donations expense (down ~~$876 thousand);~~$3.2 million), which was impacted by $3.3 million in contributions to the Frost Charitable Foundation in the first six months of 2021; and amortization of deferred costs associated with loan commitments (down ~~$409~~$663 thousand), among other things.

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Results of Segment Operations

We are managed under a matrix organizational structure whereby our two primary operating segments, Banking and Frost Wealth Advisors, overlap a regional reporting structure. A third operating segment, Non-Banks, is for the most part the parent holding company, as well as certain other insignificant non-bank subsidiaries of the parent that, for the most part, have little or no activity. A description of each segment, the methodologies used to measure segment financial performance and summarized operating results by segment are described in Note 15 - Operating Segments in the accompanying notes to consolidated financial statements included elsewhere in this report. Segment operating results are discussed in more detail below.

Banking

Net income for the three and six months ended ~~March 31,~~June 30, 2022 ~~decreased $18.3~~increased $3.0 million, or ~~16.7%~~2.7%, and decreased $15.3 million, or 6.9%, respectively, compared to the same ~~period~~periods in 2021. The ~~decrease~~increase during the three months ended June 30, 2022 was primarily the result of a ~~$27.4~~$30.7 million increase in net interest income and a $6.5 million increase in non-interest income partly offset by a $27.9 million increase in non-interest expense and a ~~$3.8~~$6.2 million increase in income tax expense. The decrease during the six months ended June 30, 2022 was primarily the result of a $55.3 million increase in non-interest expense and a $10.1 million increase in income tax expense partly offset by a ~~$7.9~~$38.7 million increase in net interest income and ~~a $4.9~~an $11.4 million increase in non-interest income.

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Net interest income for the three and six months ended ~~March 31,~~June 30, 2022 increased ~~$7.9~~$30.7 million, or ~~3.3%~~11.9%, and $38.7 million, or 7.7%, respectively, compared to the same ~~period~~periods in 2021. The increase during the three months ended June 30, 2022 was primarily related to an increase in the average volume of taxable securities, an increase in the average yield on interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve) and, to a much lesser extent, an increase in the average volume of tax-exempt securities. The impact of these items was partly offset by a decrease in the average volume of loans combined with decreases in the average yields on loans and tax-exempt securities and increases in the average cost and average volume of interest-bearing deposit accounts (primarily money market deposit accounts) and an increase in the average cost of repurchase agreements. The increase during the six months ended June 30, 2022 was primarily related to an increase in the average volume of taxable securities and ~~to a much lesser extent, increases~~an increase in the average ~~volumes of~~yield on interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve) and, ~~tax-exempt securities; and an increase~~to a much lesser extent, increases in the average ~~yield on~~volumes of tax-exempt securities and interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve). The impact of these items was partly offset by a decrease in the average volume of loans combined with decreases in the average yields on loans, ~~taxable securities and~~ tax-exempt securities and ~~increases~~taxable securities; an increase in the average cost and average volume of interest-bearing deposits (primarily money market deposit ~~accounts.~~accounts); and an increase in the average cost of repurchase agreements. See the analysis of net interest income included in the section captioned “Net Interest Income” included elsewhere in this discussion.

Credit loss expense/benefit was not significant for the Banking segment during the reported periods. See the sections captioned “Credit Loss Expense” and “Allowance for Credit Losses” elsewhere in this discussion for further analysis of credit loss expense related to loans and off-balance-sheet commitments.

Non-interest income for the three months ended ~~March 31,~~June 30, 2022 increased ~~$4.9~~$6.5 million, or ~~9.2%~~13.2%, compared to the same period in 2021, while non-interest income for the six months ended June 30, 2022 increased $11.4 million, or 11.1%, compared to the same period in 2021. The increase during the three months ended June 30, 2022 was primarily due to increases in service charges on deposit accounts; insurance commissions and fees; and other charges, commissions and fees. The increase during the six months ended June 30, 2022 was primarily due to increases in service charges on deposit accounts; other non-interest income; and other charges, commissions and ~~fees partly offset by a decrease in insurance commissions and~~ fees. The ~~increase~~increases in service charges on deposit accounts ~~was~~during the three and six months ended June 30, 2022 were primarily related to increases in ~~commercial service charges, due to an increase in the volume of billable services partly offset by a decrease in the earnings credit rate, and~~ overdraft charges on consumer and commercial accounts ~~due to~~and commercial service charges. The increases in overdraft charges during the three and six months ended June 30, 2022 were impacted by increases in the volumes of fee assessed ~~overdrafts.~~overdrafts relative to the same periods in 2021. Commercial service charges during the three and six months ended June 30, 2022 were primarily impacted by increases in the volumes of billable services compared to the same periods in 2021. The increase in insurance commissions and fees during the three months ended June 30, 2022, was the result of increases in commission income and contingent income, which is further discussed below in relation to Frost Insurance Agency. The increases in other charges, commissions and fees during the three and six months ended June 30, 2022 were primarily related to increases in merchant services rebates/bonuses, among other things, and, additionally for the six months ended June 30, 2022, increases in letter of credit fees and funds transfer service charges. The increase in other non-interest income during the six months ended June 30, 2022 was primarily due to an increase in sundry and other miscellaneous income, which was impacted by certain card related toincentives/rebates, the recovery of prior write-offs, and the recognition of a contract fee. Other non-interest income during the six months ended June 30, 2022 was also impacted by increases in public finance underwriting fees and income from customer foreign exchange transactions, due to increases in transaction ~~volumes, as well as an increase in sundry and other miscellaneous income, which was partly impacted by a recovery of prior write-offs and the recognition of a contract fee.~~volumes. These items were partly offset by ~~a decrease~~decreases in gains on the sale of foreclosed and other assets and income from customer derivative and securities trading transactions, ~~due to a decrease in transaction volume,~~ among other things. The increase in other charges, commissions and fees was primarily related to increases in merchant services rebates and letter of credit fees, among other things. The decrease in insurance commissions and fees was the result of a decrease in contingent income partly offset by an increase in commission income, which is further discussed below in relation to Frost Insurance Agency. 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 three months ended June 30, 2022 increased ~~$27.4~~$27.9 million, or 15.3%, while non-interest expense for ~~three~~the six months ended ~~March 31,~~June 30, 2022 increased $55.3 million, or 15.3%, compared to the same ~~period~~respective periods in 2021. The ~~increase~~increases during the three and six months ended ~~March 31,~~June 30, 2022 ~~was~~were primarily due to increases in salaries and wages and other non-interest expense and, to a lesser extent, increases in ~~net occupancy expense;~~ employee benefit expense; technology, furniture and equipment expense and ~~deposit insurance~~net occupancy expense.

The ~~increase~~increases in salaries and wages ~~was~~during the three and six months ended June 30, 2022, were primarily related to ~~an increase~~increases in salaries, due to ~~normal,~~ annual merit and market increases as well as the implementation of a $20 per hour minimum wage in December, 2021. Salaries and wages was also impacted by ~~an increase~~increases in the number of employees, ~~an increase~~increases in incentive compensation and, primarily during the six months ended June 30, 2022, a decrease in salary costs deferred in connection with loan originations as the first quarter of 2021 was impacted by the high volume of PPP loan originations. The increase in other non-interest expense during the three months ended June 30, 2022 was primarily related to increases in ~~advertising/promotions expense; professional services expense;~~ travel, meals and entertainment; professional services expense; sundry and ~~a decrease in costs deferred as loan origination costs; among~~ other ~~things.~~miscellaneous expenses; and advertising/promotions expense. Sundry and other miscellaneous expenses during the three months ended June 30, 2022 was impacted by the write-off of certain assets and certain settlements. The impact of the aforementioned items was partly offset by ~~decreases~~a decrease in donations ~~expense; sundry and other miscellaneous expenses; and amortization~~expense, which was impacted by a $1.8 million contribution to the Frost Charitable Foundation in the second quarter of ~~deferred costs associated with loan commitments,~~2021, among other things. The

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increase in other non-interest expense during the six months ended June 30, 2022 was primarily related to increases in professional services expense; travel, meals and entertainment; advertising/promotions expense; and business development expense; among other things. Other non-interest expense during the six months ended June 30, 2022 was also impacted by a decrease in costs deferred as loan origination costs as the first quarter of 2021 was impacted by a large volume of PPP loan originations. The increases in employee benefits expense during the three and six months ended June 30, 2022 were primarily related to increases in payroll taxes, 401(k) plan expense and medical benefits expense, among other things, partly offset by increases in the net periodic benefits related to our defined benefit retirement plan. The increases in technology, furniture and equipment expense during the three and six months ended June 30, 2022 were primarily related to increases in cloud services expense, depreciation of furniture and equipment and service contracts expense, among other things, partly offset by decreases in software maintenance. The increases in net occupancy ~~was~~during the three and six months ended June 30, 2022 were primarily related to increases in repairs and maintenance/service contracts expense, ~~and~~ depreciation on buildings and leasehold improvements and lease expense, among other ~~things, which~~things. The increases in the aforementioned components of net occupancy expense were impacted, in part, by our expansion within the Houston and Dallas market areas. ~~The increase in employee benefits expense was primarily related to increases in payroll taxes and 401(k) plan expense, among other things,~~

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partly offset by an increase in the net periodic benefit related to our defined benefit retirement plan. The increase in technology, furniture and equipment expense was primarily related to increases in cloud services expense and depreciation of furniture and equipment, among other things, partly offset by a decrease in software maintenance. The increase in deposit insurance expense was primarily related to an increase in total assets partly offset by a decrease in the assessment rate. 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 ~~$16.7~~$11.8 million and $28.5 million during the three and six months ended June 30, 2022, respectively, compared to $10.8 million and $28.2 million during the same respective periods in 2021. The increase during the three months ended ~~March 31,~~June 30, 2022 ~~compared~~was primarily related to ~~$17.4 million~~increases in commission income and contingent income while the increase during the ~~same period~~six months ended June 30, 2022 was primarily related an increase in ~~2021.~~commission income mostly offset by a decrease in contingent income. The ~~decrease~~increases in gross commission income ~~was~~during the three and six months ended June 30, 2022 were primarily related to aincreases in commercial and personal lines property and casualty commissions and benefit plan commissions, due to increases in business volumes and market rates, partly offset by decreases in life insurance commissions, due to decreased business volumes. The decrease in contingent income ~~partly offset by an increase in commission income. The decrease in contingent income~~during the six months ended June 30, 2022 was primarily related to a decrease in performance related contingent payments due to low growth within the portfolio and a deterioration in the loss performance of insurance policies previously placed. The decrease in performance related contingent commissions during was partly offset by an increase in contingent commissions received from various benefit plan insurance companies. The increase in commission income was primarily related to an increase in commercial lines property and casualty commissions, due to increases in business volumes and market rates, partly offset by a decrease in life insurance commissions, due to a decrease in business volumes. 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 and six months ended ~~March 31,~~June 30, 2022 ~~increased $2.3~~decreased $1.7 million, or ~~28.1%~~16.7%, and increased $543 thousand, or 3.0%, respectively, compared to the same ~~period~~periods in 2021. The ~~increase~~decrease during the three months ended June 30, 2022 was primarily the result of a ~~$3.6~~$3.1 million increase in non-interest expense partly offset by a $520 thousand increase in non-interest income, a $457 thousand decrease in income tax expense and a $450 thousand increase in net interest income. The increase during the six months June 30, 2022 ended was primarily the result of a $4.1 million increase in non-interest income and a ~~$214~~$664 thousand increase in net interest income partly offset by a ~~$973 thousand~~$4.1 million increase in non-interest ~~expense and a $601 thousand increase in income tax~~ expense.

Net interest income for the three and six months ended ~~March 31,~~June 30, 2022 increased ~~$214~~$450 thousand, or ~~44.0%~~88.6%, and increased $664 thousand, or 66.8%, respectively, compared to the same periods in 2021. The ~~increase was~~increases during the three and six months ended June 30, 2022 were primarily due to an ~~increase~~increases in the average volume of funds provided by Frost Wealth Advisors and an increase in the average funds transfer prices allocated to such funds. See the analysis of net interest income included in the section captioned “Net Interest Income” included elsewhere in this discussion.

Non-interest income for the three and six months ended ~~March 31,~~June 30, 2022 increased ~~$3.6~~$520 thousand, or 1.2%, and increased $4.1 million, or ~~9.1%~~5.0%, respectively, compared to the same periods in 2021. The increase during the three months ended June 30, 2022 was primarily due to ana increases in other charges, commissions and fees and other non-interest income partly offset by a decrease in trust and investment management fees. The increase during the six months ended June 30, 2022 was primarily due to increases in trust and investment management fees and ~~to a lesser extent, an increase in~~ other charges, commissions and fees. Trust and investment management fee income is the most significant income component for Frost Wealth Advisors. Investment management fees are the most significant component of trust and investment management fees, making up approximately ~~81.6%~~79.6% of total trust and investment management fees for the first ~~three~~six months of 2022.

The decrease in trust and investment management fees during the three months ended June 30, 2022 was primarily due to decreases in estate fees and investment management fees, among other things, mostly offset by an increase in oil and gas fees. The increase in trust and investment management fees during the ~~comparable periods~~six months ended June 30, 2022 was primarily due to increases in ~~investment management fees;~~ oil and gas ~~fees;~~fees, investment management fees and real estate fees partly offset by a decrease in estate fees. The increase in investment management fees during six months ended June 30, 2022 was primarily related to higher average equity valuations as well as an increase in the number of accounts. The decrease in investment management fees during three months ended June 30, 2022 was primarily related to the sharp decline in equity valuations during the second quarter of 2022. Oil and gas fees during the three and six months ended June 30, 2022 were impacted by increases in oil and gas prices. The ~~increase~~ fluctuations

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in estate fees and real estate fees ~~was~~during the comparable periods were primarily related to ~~an increase~~variations in transaction ~~volume.~~volumes. The increases in other charges, commissions and fees ~~was~~during the three and six months ended June 30, 2022 were primarily related to ~~an increase inincome from the sale of mutual funds partly offset by a decrease~~increases in income from the placement of money market ~~accounts.~~accounts, among other things, partly offset by decreases in income from the sale of mutual funds, among other things. The increase in other non-interest income during the three months ended June 30, 2022 was primarily related to an increase in income from customer securities trading transactions. See the analysis of trust and investment management fees and other charges, commissions and fees included in the section captioned “Non-Interest Income” included elsewhere in this discussion.

Non-interest expense for the three and six months ended ~~March 31,~~June 30, 2022 increased ~~$1.0~~$3.1 million, or ~~3.3%~~10.5%, and increased $4.1 million, or 6.9%, respectively, compared to the same ~~period~~periods in 2021. The ~~increase was~~increases during the three and six months ended June 30, 2022 were primarily due to increases in salaries and wages and other non-interest expense, and to a lesser extent, increases in employee benefits expense ~~partly offset by a decrease in other non-interest~~and technology, furniture and equipment expense. The ~~increase~~increases in salaries and wages ~~was~~during the three and six months ended June 30, 2022 were primarily due to increases in incentive compensation and commission expense as well as increases in salaries due to annual merit and market increases. The increases in other non-interest expense during the three and six months ended June 30, 2022 were mostly related to ~~a lesser extent, an increase~~increases in ~~salaries. The increase in employee benefits expense~~sundry and other miscellaneous expenses, which was primarily related to ~~increases in payroll taxes, 401(k) plan expense~~the write-off of certain assets; and ~~medical insurance expense,~~travel, meals and entertainment; among other ~~things, partly offset~~things. Other non-interest expense for the six months ended June 30, 2022 was also impacted by an increase in ~~the net periodic benefit related to our defined benefit retirement plan. The decrease in other non-interest expense was primarily related to a decrease~~research and platform fees. These increases were partly offset by decreases in the corporate overhead expense allocation ~~partly offset by~~during the three and six months ended June 30, 2022 compared to the same periods in 2021. The increases in ~~research~~employee benefits during the three and ~~platform fees; professional~~six months ended June 30, 2022 were primarily related to increases in 401(k) plan expense and medical benefits expense. Employee benefits during the six months ended June 30, 2022 was also impacted by an increase in payroll taxes. The increases in technology, furniture and equipment expense during the three and six months ended June 30, 2022 were primarily related to increases in cloud services ~~expense; and travel, meals and entertainment, among other things.~~

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expenses.

Non-Banks

The Non-Banks operating segment had a net ~~loss~~losses of ~~$2.5~~$3.2 million and $5.6 million during the three and six months ended ~~March 31,~~June 30, 2022, respectively, compared to a net ~~loss~~losses of ~~$1.6~~$2.9 million and $4.5 million during the same ~~period~~periods in 2021. The increase in the net loss during the three months ended June 30, 2022 was primarily due to a decrease in other non-interest income and an increase in net interest expense partly offset by an increase in net income tax benefit. The increase in the net loss during the six months ended June 30, 2022 was primarily due to a decrease in other non-interest income, an increase in non-interest expense, a decrease in net income tax benefit and an increase in net interest expense. The decreases in other non-interest income during the three and ~~the net income tax benefit combined with increases in other non-interest expense and net interest expense. The decrease in other non-interest income was partly~~six months ended June 30, 2022 were primarily due to ~~a decrease~~decreases in mineral interest income as the related mineral interest assets were donated to the Frost Charitable Foundation during the third quarter of 2021. The ~~decrease in other non-interest income was also negatively impacted by a decrease in the gains on sales of assets. The~~ net income tax benefit induring the six months ended June 30, 2022 was impacted by the aforementioned donation ~~of mineral interest assets during the third quarter of 2021~~ due to the elimination of certain related tax deductions. The increase in other non-interest expense during the six months ended June 30, 2022 was primarily due to increases in ~~professional service expense and~~ travel, meals and ~~entertainment.~~entertainment and professional service expense. The ~~decrease~~increases in net interest expense ~~was~~during the three and six months ended June 30, 2022 were primarily related to ~~an increase~~increases in the average rate paid on our long term borrowings partly offset by the impact of the redemption, during the fourth quarter of 2021, of $13.4 million of junior subordinated deferrable interest debentures issued to WNB Capital Trust I.

Income Taxes

During the three months ended ~~March 31,~~June 30, 2022, we recognized income tax expense of ~~$12.6~~$20.7 million, for an effective tax rate of 14.8%, compared to $15.1 million, for an effective tax rate of 11.3%, ~~compared to $7.9~~for the same period in 2021. During the six months ended June 30, 2022, we recognized income tax expense of $33.3 million, for an effective tax rate of ~~6.4%~~13.2%, compared to $23.0 million, for an effective tax rate of 8.9%, for the same period in 2021. The effective income tax rates differed from the U.S. statutory federal income tax rate of 21% during 2022 and 2021 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, among other things, and their relative proportion to total pre-tax net income. The increase in the effective tax ~~rate~~rates during 2022 ~~was~~were primarily related to ~~an increase~~increases in projected pre-tax net income and, to a lesser extent, a decrease in discrete tax benefits associated with stock-based compensation.

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Average Balance Sheet

Average assets totaled ~~$50.3~~$50.7 billion for the ~~three~~six months ended ~~March 31,~~June 30, 2022 representing an increase of ~~$7.8~~$6.6 billion, or ~~18.3%~~15.0%, compared to average assets for the same period in 2021. Earning assets increased ~~$7.5~~$6.2 billion, or ~~18.9%~~15.1%, during the first ~~three~~six months of 2022 compared to the same period in 2021. The increase in earning assets was primarily related to a ~~$5.0~~$5.6 billion increase in average taxable securities and a ~~$3.9~~$1.8 billion increase in average interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve) partly offset by a ~~$1.3 billion~~$932.7 million decrease in average loans. Average deposits increased ~~$7.6~~$7.0 billion, or ~~21.3%~~19.0%, during the first ~~three~~six months of 2022 compared to the same period in 2021. Growth in average deposits was related to increased customer balances as well as new customer accounts. The increase included a ~~$2.7~~$2.3 billion increase in non-interest bearing deposits and a ~~$4.9~~$4.7 billion increase in interest-bearing deposit accounts. Average non-interest bearing deposits made up ~~41.8%~~41.4% and ~~43.2%~~43.1% of average total deposits during the first ~~three~~six months of 2022 and 2021, respectively.

Loans

Details of our loan portfolio are presented in Note 3 - Loans in the accompanying notes to consolidated financial statements included elsewhere in this report. Loans increased ~~$206.1~~$399.6 million, or ~~1.3%~~2.4%, from $16.3 billion at December 31, 2021 to ~~$16.5~~$16.7 billion at ~~March 31,~~June 30, 2022. As further discussed below, during the second quarter of 2020, we began originating loans to qualified small businesses under the Paycheck Protection Program (“PPP”) administered by the SBA under the provisions of the CARES Act. Excluding PPP loans, total loans would have otherwise increased ~~$427.4~~$736.6 million, or ~~2.7%~~4.6%, from $15.9 billion at December 31, 2021 to ~~$16.3~~$16.6 billion at ~~March 31,~~June 30, 2022. The majority of our loan portfolio is comprised of commercial and industrial loans, energy loans, and real estate loans. Real estate loans include both commercial and consumer balances. Selected details related to our loan portfolio segments are presented below. Refer to our 2021 Form 10-K for a more detailed discussion of our loan origination and risk management processes.

Commercial and Industrial. Commercial and industrial loans increased ~~$219.2~~$174.3 million, or ~~4.1%~~3.2%, from $5.4 billion at December 31, 2021 to ~~$5.6~~$5.5 billion at ~~March 31,~~June 30, 2022. 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).

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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 decreased ~~$41.2~~$89.9 million, or ~~3.8%~~8.3%, from $1.1 billion at December 31, 2021 to ~~$1.0 billion~~$987.9 million at ~~March 31,~~June 30, 2022. We have recently made efforts to reduce our exposure to energy loans. Nonetheless energy loans remain our largest industry concentration totaling ~~6.3%~~5.9% of total loans (also ~~6.3%~~5.9% excluding PPP loans) at ~~March 31,~~June 30, 2022, down from 6.6% of total loans (6.8% excluding PPP loans) at December 31, 2021. The average loan size, the significance of the portfolio and the specialized nature of the energy industry requires a highly 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 ~~$705.6~~$707.8 million at ~~March 31,~~June 30, 2022, increasing ~~$7.2~~$9.5 million, or ~~1.0%~~1.4%, from $698.4 million at December 31, 2021. At ~~March 31,~~June 30, 2022, ~~25.4%~~30.1% of outstanding purchased SNCs were related to the construction industry while ~~23.2%~~25.8% were related to the energy industry, ~~15.6%~~13.7% were related to the financial services industry and ~~13.6%~~12.1% were related to the real estate management 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.

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Commercial Real Estate. Commercial real estate loans increased ~~$221.8~~$479.5 million, or ~~2.9%~~6.3%, from $7.6 billion at December 31, 2021 to ~~$7.8~~$8.1 billion at ~~March 31,~~June 30, 2022. Commercial real estate loans represented ~~84.5%~~83.8% of total real estate loans at ~~March 31,~~June 30, 2022 compared to 84.3% at December 31, 2021. The majority of our commercial real estate loan 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 ~~March 31,~~June 30, 2022, approximately 48.8% 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~~increased $150.2 million, or 10.6%, from $1.9 billion at ~~both March 31, 2022 and~~ December 31, ~~2021. Consumer real estate loans increased $22.8 million, or 1.6%, from December 31, 2021.~~2021 to $2.1 billion at June 30, 2022. Combined, home equity loans and lines of credit made up ~~60.5%~~61.3% and 59.8% of the consumer real estate loan total at ~~March 31,~~June 30, 2022 and December 31, 2021, 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. We have not generally originated 1-4 family mortgage loans since 2000; however, from time to time, we invested in such loans to meet the needs of our customers or for other regulatory compliance purposes. Nonetheless, we expect to begin regular production of 1-4 family mortgage loans for portfolio investment purposes in ~~the second half of~~late 2022. Consumer and other loans increased ~~$4.8~~$22.4 million, or ~~1.0%~~4.7%, from December 31, 2021. 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.

Paycheck Protection Program. We have originated loans to qualified small businesses under the PPP administered by the SBA under the provisions of the CARES Act. Loans covered by the PPP may be eligible for loan forgiveness for certain costs incurred related to payroll, group health care benefit costs and qualifying mortgage, rent and utility payments. The remaining loan balance after forgiveness of any amounts is still fully guaranteed by the SBA. Refer to the 2021 Form 10-K for additional details.

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, we recognized approximately $2.6 million in PPP loan related deferred processing fees (net of amortization of related deferred origination costs) as a yield adjustment and this amount is included in interest income on loans. During the ~~three~~six months ended ~~March 31,~~June 30, 2021, we recognized approximately ~~$23.5~~$62.3 million in PPP loan related deferred net processing fees. As a result of the inclusion of these net fees in interest income, the average yields on PPP loans were ~~4.45%~~3.32% during the ~~three~~six months ended ~~March 31,~~June 30, 2022, and ~~4.39%~~5.60% during the ~~three~~six months ended ~~March 31,~~June 30, 2021 compared to the stated interest rate of 1.0% on these loans. PPP related deferred processing fees and deferred origination costs are not expected to significantly impact interest income on loans in future periods.

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Accruing Past Due Loans. Accruing past due loans are presented in the following ~~table.~~tables. Also see Note 3 - Loans in the accompanying notes to consolidated financial statements included elsewhere in this report.


				Accruing Loans 30-89 Days Past Due				Accruing Loans 90 or More Days Past Due				Total Accruing Past Due Loans							Accruing Loans 30-89 Days Past Due				Accruing Loans 90 or More Days Past Due				Total Accruing Past Due Loans
		Total Loans		Amount		Percent of Loans in Category		Amount		Percent of Loans in Category		Amount		Percent of Loans in Category			Total Loans		Amount		Percent of Loans in Category		Amount		Percent of Loans in Category		Amount		Percent of Loans in Category
March 31, 2022
June 30, 2022																June 30, 2022
Commercial and industrial	Commercial and industrial	$	5,584,117	$	12,043	0.22	%	$	4,166	0.07	%	$	16,209	0.29	%	Commercial and industrial	$	5,539,277	$	12,369	0.22	%	$	3,280	0.06	%	$	15,649	0.28	%
Energy	Energy	1,036,579		—		—		287		0.03		287		0.03		Energy	987,925		200		0.02		—		—		200		0.02
Paycheck Protection Program	Paycheck Protection Program	207,669		671		0.32		8,377		4.03		9,048		4.35		Paycheck Protection Program	91,919		5,919		6.44		5,063		5.51		10,982		11.95
Commercial real estate:	Commercial real estate:															Commercial real estate:
Buildings, land and other	Buildings, land and other	6,376,521		18,527		0.29		1,046		0.02		19,573		0.31		Buildings, land and other	6,520,280		17,693		0.27		781		0.01		18,474		0.28
Construction	Construction	1,421,878		1,988		0.14		—		—		1,988		0.14		Construction	1,535,808		832		0.05		—		—		832		0.05
Consumer real estate	Consumer real estate	1,433,625		4,150		0.29		2,103		0.15		6,253		0.44		Consumer real estate	1,561,035		6,921		0.44		903		0.06		7,824		0.50
Consumer and other	Consumer and other	482,148		6,393		1.33		593		0.12		6,986		1.45		Consumer and other	499,782		4,443		0.89		598		0.12		5,041		1.01
Total	Total	$	16,542,537	$	43,772	0.26		$	16,572	0.10		$	60,344	0.36		Total	$	16,736,026	$	48,377	0.29		$	10,625	0.06		$	59,002	0.35
Excluding PPP loans	Excluding PPP loans	$	16,334,868	$	43,101	0.26		$	8,195	0.05		$	51,296	0.31		Excluding PPP loans	$	16,644,107	$	42,458	0.26		$	5,562	0.03		$	48,020	0.29
December 31, 2021
Commercial and industrial		$	5,364,954	$	29,491	0.55	%	$	7,802	0.15	%	$	37,293	0.70	%
Energy		1,077,792		1,353		0.13		215		0.02		1,568		0.15
Paycheck Protection Program		428,882		4,979		1.16		18,766		4.38		23,745		5.54
Commercial real estate:
Buildings, land and other		6,272,339		37,033		0.59		8,687		0.14		45,720		0.73
Construction		1,304,271		188		0.01		—		—		188		0.01
Consumer real estate		1,410,790		4,866		0.34		2,177		0.15		7,043		0.49
Consumer and other		477,369		4,185		0.88		1,076		0.23		5,261		1.11
Total		$	16,336,397	$	82,095	0.50		$	38,723	0.24		$	120,818	0.74
Excluding PPP loans		$	15,907,515	$	77,116	0.48		$	19,957	0.13		$	97,073	0.61

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			Accruing Loans 30-89 Days Past Due				Accruing Loans 90 or More Days Past Due				Total Accruing Past Due Loans
	Total Loans		Amount		Percent of Loans in Category		Amount		Percent of Loans in Category		Amount		Percent of Loans in Category
December 31, 2021
Commercial and industrial	$	5,364,954	$	29,491	0.55	%	$	7,802	0.15	%	$	37,293	0.70	%
Energy	1,077,792		1,353		0.13		215		0.02		1,568		0.15
Paycheck Protection Program	428,882		4,979		1.16		18,766		4.38		23,745		5.54
Commercial real estate:
Buildings, land and other	6,272,339		37,033		0.59		8,687		0.14		45,720		0.73
Construction	1,304,271		188		0.01		—		—		188		0.01
Consumer real estate	1,410,790		4,866		0.34		2,177		0.15		7,043		0.49
Consumer and other	477,369		4,185		0.88		1,076		0.23		5,261		1.11
Total	$	16,336,397	$	82,095	0.50		$	38,723	0.24		$	120,818	0.74
Excluding PPP loans	$	15,907,515	$	77,116	0.48		$	19,957	0.13		$	97,073	0.61

Accruing past due loans at ~~March 31,~~June 30, 2022 decreased ~~$60.5~~$61.8 million compared to December 31, 2021. The decrease was primarily related to decreases in past due non-construction related commercial real estate loans (down ~~$26.1~~$27.2 million), past due commercial and industrial loans (down ~~$21.1~~$21.6 million) and past due PPP loans (down ~~$14.7~~$12.8 million). PPP loans are fully guaranteed by the SBA and we expect to collect all amounts due related to these loans. Excluding PPP loans, accruing past due loans decreased ~~$45.8~~$49.1 million.

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Non-Accrual Loans. Non-accrual loans are presented in the table below. Also see in Note 3 - Loans in the accompanying notes to consolidated financial statements included elsewhere in this report.


		March 31, 2022							December 31, 2021								June 30, 2022							December 31, 2021
				Non-Accrual Loans							Non-Accrual Loans								Non-Accrual Loans							Non-Accrual Loans
		Total Loans		Amount			Percent of Loans in Category		Total Loans		Amount			Percent of Loans in Category			Total Loans		Amount			Percent of Loans in Category		Total Loans		Amount			Percent of Loans in Category
Commercial and industrial	Commercial and industrial	$	5,584,117	$	16,693		0.30	%	$	5,364,954	$	22,582		0.42	%	Commercial and industrial	$	5,539,277	$	11,170		0.20	%	$	5,364,954	$	22,582		0.42	%
Energy	Energy	1,036,579		12,271			1.18		1,077,792		14,433			1.34		Energy	987,925		11,114			1.12		1,077,792		14,433			1.34
Paycheck Protection Program	Paycheck Protection Program	207,669		—			—		428,882		—			—		Paycheck Protection Program	91,919		—			—		428,882		—			—
Commercial real estate:	Commercial real estate:															Commercial real estate:
Buildings, land and other	Buildings, land and other	6,376,521		19,003			0.30		6,272,339		15,297			0.24		Buildings, land and other	6,520,280		11,806			0.18		6,272,339		15,297			0.24
Construction	Construction	1,421,878		583			0.04		1,304,271		948			0.07		Construction	1,535,808		—			—		1,304,271		948			0.07
Consumer real estate	Consumer real estate	1,433,625		416			0.03		1,410,790		440			0.03		Consumer real estate	1,561,035		1,035			0.07		1,410,790		440			0.03
Consumer and other	Consumer and other	482,148		—			—		477,369		13			—		Consumer and other	499,782		—			—		477,369		13			—
Total	Total	$	16,542,537	$	48,966		0.30		$	16,336,397	$	53,713		0.33		Total	$	16,736,026	$	35,125		0.21		$	16,336,397	$	53,713		0.33
Excluding PPP loans	Excluding PPP loans	$	16,334,868	$	48,966		0.30		$	15,907,515	$	53,713		0.34		Excluding PPP loans	$	16,644,107	$	35,125		0.21		$	15,907,515	$	53,713		0.34
Allowance for credit losses on loans	Allowance for credit losses on loans			$	246,835						$	248,666				Allowance for credit losses on loans			$	239,632						$	248,666
Ratio of allowance for credit losses on loans to non-accrual loans	Ratio of allowance for credit losses on loans to non-accrual loans			504.09		%					462.95		%			Ratio of allowance for credit losses on loans to non-accrual loans			682.23		%					462.95		%

Non-accrual loans at ~~March 31,~~June 30, 2022 decreased ~~$4.7~~$18.6 million from December 31, 2021 primarily due to ~~a decrease~~decreases in non-accrual commercial and industrial loans and, ~~energy loans partly offset by an increase in~~to a lesser extent, commercial real estate and energy loans. The decreases ~~in commercial~~ were primarily related to principal payments, loans returning to accrual and charge offs.

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. There were no non-accrual commercial and industrial loans in excess of $5.0 million at ~~March 31,~~June 30, 2022 or December 31, 2021. Non-accrual energy loans included one credit relationship in excess of $5$5.0 million totaling ~~$8.2~~$7.6 million at ~~March 31,~~June 30, 2022. This credit relationship was previously reported as non-accrual with an aggregate balance of $9.6 million at

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December 31, 2021. The decrease in the aggregate balance of this credit relationship was related to principal payments made by the borrower. 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 credit relationship in excess of $5.0 million totaling $5.8 million at March 31, 2022 while there~~There were no non-accrual commercial real estate loans in excess of $5.0 million at June 30, 2022 or December 31, 2021.

Allowance for Credit Losses

In the case of loans and securities, allowances for credit losses are contra-asset valuation accounts, calculated in accordance with Accounting Standards Codification (“ASC”) Topic 326 (“ASC 326”) Financial Instruments - Credit Losses, that are deducted from the amortized cost basis of these assets to present the net amount expected to be collected. In the case of off-balance-sheet credit exposures, the allowance for credit losses is a liability account, calculated in accordance with ASC 326, reported as a component of accrued interest payable and other liabilities in our consolidated balance sheets. The amount of each allowance account represents management's best estimate of current expected credit losses (“CECL”) on these financial instruments considering available information, from internal and external sources, relevant to assessing exposure to credit loss over the contractual term of the instrument. Relevant available information includes historical credit loss experience, current conditions and reasonable and supportable forecasts. While historical credit loss experience provides the basis for the estimation of expected credit losses, adjustments to historical loss information may be made for differences in current portfolio-specific risk characteristics, environmental conditions or other relevant factors. While management utilizes its best judgment and information available, the ultimate adequacy of our allowance accounts is dependent upon a variety of factors beyond our control, including the performance of our portfolios, the economy, changes in interest rates and the view of the regulatory authorities toward classification of assets. See our 2021 Form 10-K for additional information regarding our accounting policies related to credit losses.

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Allowance for Credit Losses - Loans. The table below provides, as of the dates indicated, an allocation of the allowance for loan losses by loan portfolio segment; however, allocation of a portion of the allowance to one segment does not preclude its availability to absorb losses in other segments.


		Amount of Allowance Allocated		Percent of Loans in Each Category to Total Loans		Total Loans		Ratio of Allowance Allocated to Loans in Each Category			Amount of Allowance Allocated		Percent of Loans in Each Category to Total Loans		Total Loans		Ratio of Allowance Allocated to Loans in Each Category
March 31, 2022
June 30, 2022										June 30, 2022
Commercial and industrial	Commercial and industrial	$	87,026	33.8	%	$	5,584,117	1.56	%	Commercial and industrial	$	87,270	33.1	%	$	5,539,277	1.58	%
Energy	Energy	15,422		6.3		1,036,579		1.49		Energy	16,267		5.9		987,925		1.65
Paycheck Protection Program	Paycheck Protection Program	—		1.3		207,669		—		Paycheck Protection Program	—		0.5		91,919		—
Commercial real estate	Commercial real estate	128,954		47.1		7,798,399		1.65		Commercial real estate	117,106		48.2		8,056,088		1.45
Consumer real estate	Consumer real estate	6,359		8.6		1,433,625		0.44		Consumer real estate	6,854		9.3		1,561,035		0.44
Consumer and other	Consumer and other	9,074		2.9		482,148		1.88		Consumer and other	12,135		3.0		499,782		2.43
Total	Total	$	246,835	100.0	%	$	16,542,537	1.49		Total	$	239,632	100.0	%	$	16,736,026	1.43
Excluding PPP loans	Excluding PPP loans	$	246,835			$	16,334,868	1.51	%	Excluding PPP loans	$	239,632			$	16,644,107	1.44	%
December 31, 2021	December 31, 2021									December 31, 2021
Commercial and industrial	Commercial and industrial	$	72,091	32.9	%	$	5,364,954	1.34	%	Commercial and industrial	$	72,091	32.9	%	$	5,364,954	1.34	%
Energy	Energy	17,217		6.6		1,077,792		1.60		Energy	17,217		6.6		1,077,792		1.60
Paycheck Protection Program	Paycheck Protection Program	—		2.6		428,882		—		Paycheck Protection Program	—		2.6		428,882		—
Commercial real estate	Commercial real estate	144,936		46.4		7,576,610		1.91		Commercial real estate	144,936		46.4		7,576,610		1.91
Consumer real estate	Consumer real estate	6,585		8.6		1,410,790		0.47		Consumer real estate	6,585		8.6		1,410,790		0.47
Consumer and other	Consumer and other	7,837		2.9		477,369		1.64		Consumer and other	7,837		2.9		477,369		1.64
Total	Total	$	248,666	100.0	%	$	16,336,397	1.52		Total	$	248,666	100.0	%	$	16,336,397	1.52
Excluding PPP loans	Excluding PPP loans	$	248,666			$	15,907,515	1.56		Excluding PPP loans	$	248,666			$	15,907,515	1.56

The allowance allocated to commercial and industrial loans totaled ~~$87.0~~$87.3 million, or ~~1.56%~~1.58% of total commercial and industrial loans, at ~~March 31,~~June 30, 2022 increasing ~~$14.9~~$15.2 million, or ~~20.7%~~21.1%, compared to $72.1 million, or 1.34% of total commercial and industrial loans, onat December 31, 2021. Modeled expected credit losses ~~decreased $311 thousand~~increased $1.8 million while ~~Q-Factor~~qualitative factor (“Q-Factor”) and other qualitative adjustments related to commercial and industrial loans increased ~~$19.3~~$20.5 million. Specific allocations for commercial and industrial loans that were evaluated for expected credit losses on an individual basis decreased ~~$4.1~~$7.2 million from $10.5 million at December 31, 2021 to ~~$6.5~~$3.4 million at ~~March 31,~~June 30, 2022. The decrease in specific allocations for commercial and industrial loans was related to principal payments received and the recognition of charge-offs.

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The allowance allocated to energy loans totaled ~~$15.4~~$16.3 million, or ~~1.49%~~1.65% of total energy loans, at ~~March 31,~~June 30, 2022 decreasing ~~$1.8 million,~~$950 thousand, or ~~10.4%~~5.5%, compared to $17.2 million, or 1.60% of total energy loans, onat December 31, 2021. Modeled expected credit losses related to energy loans decreased ~~$392~~$257 thousand while Q-Factor and other qualitative adjustments related to energy loans decreased ~~$1.1~~$1.4 million. Specific allocations for energy loans that were evaluated for expected credit losses on an individual basis totaled ~~$5.2~~$6.2 million at ~~March 31,~~June 30, 2022 ~~decreasing $289~~increasing $692 thousand compared to $5.5 million on December 31, 2021.

The allowance allocated to commercial real estate loans totaled ~~$129.0~~$117.1 million, or ~~1.65%~~1.45% of total commercial real estate loans, at ~~March 31,~~June 30, 2022 decreasing ~~$16.0~~$27.8 million, or ~~11.0%~~19.2%, compared to $144.9 million, or 1.91% of total commercial real estate loans, onat December 31, 2021. Modeled expected credit losses related to commercial real estate loans increased ~~$434 thousand~~$3.4 million while Q-Factor and other qualitative adjustments related to commercial real estate loans decreased ~~$16.3~~$32.3 million. Specific allocations for commercial real estate loans that were evaluated for expected credit losses on an individual basis ~~decreased~~increased from $400 thousand onat December 31, 2021 to ~~$326 thousand~~$1.5 million at ~~March 31,~~June 30, 2022.

The allowance allocated to consumer real estate loans totaled ~~$6.4~~$6.9 million, or 0.44% of total consumer real estate loans, at ~~March 31,~~June 30, 2022 ~~decreasing $226~~increasing $269 thousand, or ~~3.4%~~4.1%, compared to $6.6 million, or 0.47% of total consumer real estate loans, onat December 31, 2021. Modeled expected credit losses related to consumer real estate loans ~~decreased $224~~increased $155 thousand while Q-Factor and other qualitative adjustments related to consumer real estate loans ~~decreased $2~~increased $68 thousand.

The allowance allocated to consumer loans totaled ~~$9.1~~$12.1 million, or ~~1.88%~~2.43% of total consumer loans, at ~~March 31,~~June 30, 2022 increasing ~~$1.2~~$4.3 million, or ~~15.8%~~54.8%, compared to $7.8 million, or 1.64% of total consumer loans, onat December 31, 2021. Modeled expected credit losses related to consumer loans increased ~~$1.2~~$3.2 million, ~~while~~which was impacted by increasingly negative trends related to overdraft charge-offs. Q-Factor and other qualitative adjustments ~~related~~increased $1.1 million primarily due to an increase in the consumer ~~loans did not fluctuate.~~

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overlay, which is further discussed below.

As more fully described in our 2021 Form 10-K, we measure expected credit losses over the life of each loan utilizing a combination of models which measure probability of default and loss given default, among other things. The measurement of expected credit losses is impacted by loan/borrower attributes and certain macroeconomic variables. Models are adjusted to reflect current impact of certain macroeconomic variables as well as their expected changes over a reasonable and supportable forecast period.

In estimating expected credit losses as of ~~March 31,~~June 30, 2022, we utilized the Moody’s Analytics ~~March~~June 2022 Consensus Scenario (the ~~“March~~“June 2022 Consensus Scenario”) to forecast the macroeconomic variables used in our models. The ~~March~~June 2022 Consensus Scenario was based on the review of a variety of surveys of baseline forecasts of the U.S. economy. The ~~March~~June 2022 Consensus Scenario projections included, among other things, (i) U.S. Nominal Gross Domestic Product annualized quarterly growth rate of ~~8.7%~~6.80% in the second ~~quarter~~half of 2022 followed by average annualized quarterly growth rates of ~~4.4% during 2022~~4.10% in 2023 and ~~4.6%~~4.30% through the end of the forecast period in the ~~first~~second quarter of 2024; (ii) average U.S. unemployment rate of ~~3.7%~~3.57% in the second ~~quarter~~half of 2022 and remaining fairly flat through the end of the forecast period where it is projected to be ~~3.6% in the first quarter of 2024; (iii) Texas unemployment rate of 4.0%~~3.58% in the second quarter of 2024; (iii) average Texas unemployment rate of 4.11% in the second half of 2022 and improving to ~~3.7%~~3.57% by the end of the forecast in the ~~first~~second quarter of 2024; (iv) projected average 10 year Treasury rate of ~~2.08%~~2.95% in the second ~~quarter of 2022, increasing to average projected rates of 2.15% during the remainder~~half of 2022, and ~~2.33%~~remaining fairly flat through the end of the forecast period in the ~~first~~second quarter of ~~2024.~~2024 where it is projected to be 2.91%.

In estimating expected credit losses as of December 31, 2021, we utilized the Moody’s Analytics December 2021 Consensus Scenario (the “December 2021 Consensus Scenario”) to forecast the macroeconomic variables used in our models. The December 2021 Consensus Scenario was based on the review of a variety of surveys of baseline forecasts of the U.S. economy. The December 2021 Consensus Scenario projections included, among other things, (i) U.S. Nominal Gross Domestic Product annualized quarterly growth rate of 6.4% in the first quarter of 2022, followed by annualized quarterly growth rates in the range of 3.8% to 5.4% during the remainder of 2022 and an average annualized growth rate of 4.8% through the end of the forecast period in the fourth quarter of 2023; (ii) U.S. unemployment rate of 4.3% in the first quarter of 2022 improving to 3.7% by the end of the forecast period in the fourth quarter of 2023 with Texas unemployment rates slightly higher at those dates; and (iii) projected average 10 year Treasury rate of 1.59% in the first quarter of 2022, increasing to average projected rates of 1.75% during the remainder of 2022 and 2.10% in 2023.

The overall loan portfolio, excluding PPP loans which are fully guaranteed by the SBA, as of ~~March 31,~~June 30, 2022 increased ~~$427.4~~$736.6 million, or ~~2.7%~~4.6%, compared to December 31, 2021. This increase included a ~~$221.8~~$479.5 million, or ~~2.9%~~6.3%, increase in commercial real estate loans, a ~~$219.2~~$174.3 million, or ~~4.1%~~3.2%, increase in commercial and industrial loans, a ~~$22.8~~$150.2 million, or ~~1.6%~~10.6%, increase in consumer real estate loans and a ~~$4.8~~$22.4 million, or ~~1.0%~~4.7%, increase in consumer and other loans partly offset by ~~a $41.2~~an $89.9 million, or ~~3.8%~~8.3%, decrease in energy loans.

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The weighted average risk grade for commercial and industrial loans increased to ~~6.34~~6.38 at ~~March 31,~~June 30, 2022 compared to 6.22 at December 31, 2021. This increase was primarily due to an increase in the weighted-average risk grade of pass-grade commercial and industrial loans to ~~6.18~~6.23 at ~~March 31,~~June 30, 2022 from 6.01 at December 31, 2021. Commercial and industrial loans graded “watch” and “special mention” (risk grades 9 and 10) decreased ~~$48.1~~$25.6 million during the first ~~three~~six months of ~~2021~~2022 while classified commercial and industrial loans decreased ~~$3.3~~$13.0 million. Classified loans consist of loans having a risk grade of 11, 12 or 13. The weighted-average risk grade for energy loans decreased to ~~5.89~~5.82 at ~~March 31,~~June 30, 2022 from 6.06 at December 31, 2021. The decrease in the weighted average risk grade was ~~primarily~~partly related to a ~~$27.6~~$23.3 million decrease in energy loans graded “watch” and “special mention” (risk grades 9 and 10) ~~and an $4.5 million decrease in classified energy loans. Pass~~. Additionally, pass grade energy loans decreased ~~$9.1~~$67.2 million and the weighted-average risk grade of pass grade energy loans decreased ~~slightly~~ from 5.78 at December 31, 2021 to ~~5.71~~5.57 at ~~March 31,~~June 30, 2022. The weighted average risk grade for commercial real estate loans decreased to ~~7.11~~7.09 at ~~March 31,~~June 30, 2022 from 7.19 at December 31, 2021. Pass grade commercial real estate loans increased ~~$361.0~~$612.0 million while ~~commercial~~the weighted-average risk grade of such loans decreased from 6.92 at December 31, 2021 to 6.89 June 30, 2022. Commercial real estate loans graded as “watch” and “special mention” decreased ~~$107.0~~$99.5 million and classified commercial real estate loans decreased ~~$32.2~~$33.0 million.

As noted above, our credit loss models utilized the economic forecasts in the Moody's ~~March~~June 2022 Consensus Scenario for our estimated expected credit losses as of ~~March 31,~~June 30, 2022 and the Moody's December 2021 Consensus Scenario for our estimate of expected credit losses as of December 31, 2021. We qualitatively adjusted the model results based on these scenarios for various risk factors that are not considered within our modeling processes but are nonetheless relevant in assessing the expected credit losses within our loan pools. These qualitative factor, ~~(“Q-Factor”)~~or Q-Factor, adjustments are discussed below.

Q-Factor adjustments are based upon ~~management~~management's judgment and current assessment as to the impact of risks related to changes in lending policies and procedures; economic and business conditions; loan portfolio attributes and credit concentrations; and external factors, among other things, that are not already captured within the modeling inputs, assumptions and other processes. Management assesses the potential impact of such items within a range of severely negative impact to positive impact and adjusts the modeled expected credit loss by an aggregate adjustment percentage based upon the assessment.

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As a result of this assessment as of ~~March 31,~~June 30, 2022, modeled expected credit losses were adjusted upwards by a weighted-average Q-Factor adjustment of approximately ~~1.9%~~2.5%, resulting in a ~~$1.4~~$2.0 million total adjustment, ~~down from approximately~~compared to 2.3% at December 31, 2021, which resulted in a $1.8 million total adjustment. The weighted-average Q-Factor adjustment at ~~March 31,~~June 30, 2022 was based on a limited negative expected impact on our commercial and industrial and commercial real estate loan portfolios related to changes in loan portfolio concentrations; a limited negative expected impact on all of our loan portfolios related to changes in the volumes and severity of loan delinquencies, changes in risk grades and adverse classifications; a limited negative expected impact on our commercial and consumer real estate portfolios related to the potential deterioration of collateral values (no expected impact related to our commercial and industrial and consumer portfolios); a negative expected impact associated with national, regional and local economic and business conditions and developments that affect the collectability of loans; a severely negative expected impact from other risk factors associated with our commercial real estate construction and land loan portfolios, particularly the risks related to expected extensions; and no impact to any of our loan portfolios related to changes lending policies procedures and underwriting ~~standards;~~standards (except for our consumer and other portfolio, which was limited negative); and loan portfolio ~~attributes; changes in risk grades; changes in the volumes and severity of loan delinquencies; and adverse classifications and potential deterioration of collateral values.~~attributes, among other things.

We have also provided additional qualitative adjustments, or management overlays, as of ~~March 31,~~June 30, 2022 as management believes there are still significant risks impacting certain categories of our loan portfolio. Q-Factor and other qualitative adjustments as of ~~March 31,~~June 30, 2022 are detailed in the table below.


		Q-Factor Adjustment		Model Overlays		Office Building Overlays		Down-Side Scenario Overlay		Post-Pandemic Overlays		Credit Concentration Overlays		Consumer Overlay		Total			Q-Factor Adjustment		Model Overlays		Office Building Overlays		Down-Side Scenario Overlay		Credit Concentration Overlays		Consumer Overlay		Total
Commercial and industrial	Commercial and industrial	$	700	$	—	$	—	$	27,218	$	1,543	$	4,455	$	—	$	33,916	Commercial and industrial	$	975	$	—	$	—	$	28,931	$	5,228	$	—	$	35,134
Energy	Energy	90		—		—		—		—		4,170		—		4,260		Energy	123		—		—		—		3,866		—		3,989
Commercial real estate:	Commercial real estate:																	Commercial real estate:
Owner occupied	Owner occupied	160		35,546		—		—		1,206		1,306		—		38,218		Owner occupied	293		28,196		—		—		1,399		—		29,888
Non-owner occupied	Non-owner occupied	14		12,107		28,956		—		10,582		689		—		52,348		Non-owner occupied	53		11,266		31,561		—		661		—		43,541
Construction	Construction	393		12,949		6,675		—		231		704		—		20,952		Construction	436		13,485		7,260		—		922		—		22,103
Consumer real estate	Consumer real estate	63		—		—		—		—		—		—		63		Consumer real estate	133		—		—		—		—		—		133
Consumer		8		—		—		—		—		—		1,432		1,440
Consumer and other																		Consumer and other	26		—		—		—		—		2,500		2,526
Total	Total	$	1,428	$	60,602	$	35,631	$	27,218	$	13,562	$	11,324	$	1,432	$	151,197	Total	$	2,039	$	52,947	$	38,821	$	28,931	$	12,076	$	2,500	$	137,314

Model overlays are qualitative adjustments to address the effect of unusually large positive changes in certain economic variables used by our commercial real estate credit loss models. These adjustments are determined based upon minimum reserve ratios for our commercial real estate - owner occupied, commercial real estate - non-owner occupied and commercial real estate - construction loan portfolios.

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Office building overlays are qualitative adjustments to address longer-term concerns over the utilization of commercial office space which could impact the long-term performance of some types of office properties within our commercial real estate loan portfolio. These adjustments are determined based upon minimum reserve ratios for loans within our commercial real estate - non-owner occupied and commercial real estate - construction loan portfolios that have risk grades of 8 or worse.

The down-side scenario overlay is a qualitative adjustment for our commercial and industrial loan portfolio to address the significant risk of economic recession as a result of inflation; labor shortages; disruption in financial markets and global supply chains; further oil price volatility; and the current or anticipated impact of military conflict, including the current war between Russia and Ukraine, terrorism or other geopolitical events. Factors such as these are outside of our control but nonetheless affect customer income levels and could alter anticipated customer behavior, including borrowing, repayment, investment and deposit practices. To determine this qualitative adjustment, we use an alternative, more pessimistic economic scenario to forecast the macroeconomic variables used in our models. As of ~~March 31,~~June 30, 2022, we used the Moody’s Analytics ~~March~~June 2022 S3 Alternative Scenario Downside - 90th Percentile (the ~~“March~~“June 2022 S3 Scenario”). In modeling expected credit losses using this scenario, we also assume each loan within our modeled loan pools is downgraded by one risk grade level. The qualitative adjustment is based upon the amount by which the alternative scenario modeling results exceed those of the primary scenario used in estimating credit loss expense, adjusted based upon management's assessment of the probability that this more pessimistic economic scenario will occur.

Post-pandemic overlays are qualitative adjustments to address elevated risk associated with certain industries and not addressed in other qualitative adjustments, due to the lingering, post-pandemic effects of COVID-19, particularly the impact of behavioral changes in business travel and entertainment, labor and staffing shortages, and inflation. These adjustments are determined based upon minimum reserve ratios, stratified by risk grade, for loans to customers within the hotel, restaurant and entertainment industries. These industries were considered the most at risk based upon a comprehensive review of the financial condition and overall outlook of the borrowers within these portfolios. We are continuing to monitor these customers closely as they have been, and are expected to continue to be, more significantly impacted by the lingering, post-pandemic effects of COVID-19.

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Credit concentration overlays are qualitative adjustments based upon statistical analysis to address relationship exposure concentrations within our loan portfolio. Variations in loan portfolio concentrations over time cause expected credit losses within our existing portfolio to differ from historical loss experience. Given that the allowance for credit losses on loans reflects expected credit losses within our loan portfolio and the fact that these expected credit losses are uncertain as to nature, timing and amount, management believes that segments with higher concentration risk are more likely to experience a high loss event. Due to the fact that a significant portion of our loan portfolio is concentrated in large credit relationships and because of large, concentrated credit losses in recent years, management made the qualitative adjustments detailed in the table above to address the risk associated with such a relationship deteriorating to a loss event.

The consumer overlay is a qualitative adjustment for our consumer and other loan portfolio to address the risk associated with the level of unsecured loans within this portfolio and other risk factors. Unsecured consumer loans have an elevated risk of loss in times of economic stress as these loans lack a secondary source of repayment in the form of hard collateral. This adjustment was determined by analyzing our consumer loan charge-off trends as well as those of the general banking industry. Management deemed it appropriate to consider an additional overlay to the modeled forecasted losses for the unsecured consumer portfolio.

As of December 31, 2021, we provided qualitative adjustments, as detailed in the table below. ~~Though largely similar to those described above, further~~Further information regarding these qualitative adjustments is provided in our 2021 Form 10-K.


		Q-Factor Adjustment		Model Overlays		Office Building Overlays		Small Business Overlay		COVID-19 Related Overlays		Credit Concentration Overlays		Consumer Overlay		Total			Q-Factor Adjustment		Model Overlays		Office Building Overlays		Small Business Overlay		COVID-19 Related Overlays		Credit Concentration Overlays		Consumer Overlay		Total
Commercial and industrial	Commercial and industrial	$	939	$	—	$	—	$	3,956	$	4,715	$	4,999	$	—	$	14,609	Commercial and industrial	$	939	$	—	$	—	$	3,956	$	4,715	$	4,999	$	—	$	14,609
Energy	Energy	127		—		—		—		—		5,247		—		5,374		Energy	127		—		—		—		—		5,247		—		5,374
Commercial real estate:	Commercial real estate:																	Commercial real estate:
Owner occupied	Owner occupied	198		31,806		—		—		7,397		1,320		—		40,721		Owner occupied	198		31,806		—		—		7,397		1,320		—		40,721
Non-owner occupied	Non-owner occupied	45		7,762		27,860		—		30,940		731		—		67,338		Non-owner occupied	45		7,762		27,860		—		30,940		731		—		67,338
Construction	Construction	383		11,212		5,544		—		2,151		511		—		19,801		Construction	383		11,212		5,544		—		2,151		511		—		19,801
Consumer real estate	Consumer real estate	65		—		—		—		—		—		—		65		Consumer real estate	65		—		—		—		—		—		—		65
Consumer		8		—		—		—		—		—		1,432		1,440
Consumer and other																		Consumer and other	8		—		—		—		—		—		1,432		1,440
Total	Total	$	1,765	$	50,780	$	33,404	$	3,956	$	45,203	$	12,808	$	1,432	$	149,348	Total	$	1,765	$	50,780	$	33,404	$	3,956	$	45,203	$	12,808	$	1,432	$	149,348

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Additional information related to credit loss expense and net (charge-offs) recoveries is presented in the ~~table~~tables below. Also see Note 3 - Loans in the accompanying notes to consolidated financial statements included elsewhere in this report.

Credit Loss Expense (Benefit) Net
(Charge-Offs)
Recoveries Average
Loans Ratio of Annualized Net (Charge-Offs)
Recoveries to Average Loans
Three months ended:
March 31, 2022
Commercial and industrial $ 17,561 $ (2,626) $ 5,466,467 (0.19) %
Energy (2,044) 249 1,055,021 0.10
Paycheck Protection Program — — 302,431 —
Commercial real estate (15,609) (373) 7,666,754 (0.02)
Consumer real estate (26) (200) 1,422,077 (0.06)
Consumer and other 4,582 (3,345) 473,708 (2.86)
Total $ 4,464 $ (6,295) $ 16,386,458 (0.16)
Excluding PPP loans $ 4,464 $ (6,295) $ 16,084,027 (0.16)
March 31, 2021
Commercial and industrial $ (1,965) $ (986) $ 4,816,537 (0.08) %
Energy (5,801) (280) 1,169,168 (0.10)
Paycheck Protection Program — — 2,831,085 —
Commercial real estate 8,922 626 7,072,932 0.04
Consumer real estate (2,722) 432 1,328,590 0.13
Consumer and other 1,566 (1,711) 465,605 (1.49)
Total $ — $ (1,919) $ 17,683,917 (0.04)
Excluding PPP loans $ — $ (1,919) $ 14,852,832 (0.05)

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	Credit Loss Expense (Benefit)		Net (Charge-Offs) Recoveries		Average Loans		Ratio of Annualized Net (Charge-Offs) Recoveries to Average Loans
Three months ended:
June 30, 2022
Commercial and industrial	$	942	$	(698)	$	5,531,663	(0.05)	%
Energy	427		418		1,040,893		0.16
Paycheck Protection Program	—		—		143,989		—
Commercial real estate	(12,232)		384		7,964,298		0.02
Consumer real estate	583		(88)		1,495,799		(0.02)
Consumer and other	5,884		(2,823)		497,847		(2.27)
Total	$	(4,396)	$	(2,807)	$	16,674,489	(0.07)
Excluding PPP loans	$	(4,396)	$	(2,807)	$	16,530,500	(0.07)
June 30, 2021
Commercial and industrial	$	(5,901)	$	280	$	4,705,857	0.02	%
Energy	(5,527)		65		1,024,691		0.03
Paycheck Protection Program	—		—		2,648,345		—
Commercial real estate	3,654		(101)		7,069,124		(0.01)
Consumer real estate	611		(93)		1,335,763		(0.03)
Consumer and other	2,784		(1,742)		462,609		(1.51)
Total	$	(4,379)	$	(1,591)	$	17,246,389	(0.04)
Excluding PPP loans	$	(4,379)	$	(1,591)	$	14,598,044	(0.04)

Six months ended:
June 30, 2022
Commercial and industrial	$	18,503	$	(3,324)	$	5,491,632	(0.12)	%
Energy	(1,617)		667		1,045,338		0.13
Paycheck Protection Program	—		—		222,773		—
Commercial real estate	(27,841)		11		7,826,540		—
Consumer real estate	557		(288)		1,459,142		(0.04)
Consumer and other	10,466		(6,168)		485,844		(2.56)
Total	$	68	$	(9,102)	$	16,531,269	(0.11)
Excluding PPP loans	$	68	$	(9,102)	$	16,308,496	(0.11)
June 30, 2021
Commercial and industrial	$	(7,866)	$	(706)	$	4,764,241	(0.03)	%
Energy	(11,328)		(215)		1,093,080		(0.04)
Paycheck Protection Program	—		—		2,739,210		—
Commercial real estate	12,576		525		7,068,403		0.01
Consumer real estate	(2,111)		339		1,332,196		0.05
Consumer and other	4,350		(3,453)		466,814		(1.49)
Total	$	(4,379)	$	(3,510)	$	17,463,944	(0.04)
Excluding PPP loans	$	(4,379)	$	(3,510)	$	14,724,734	(0.05)

We recorded a net credit loss expense related to loans totaling ~~$4.5 million~~$68 thousand for the ~~three~~six months ended ~~March 31,~~June 30, 2022 while no net credit loss expense or benefit was recognized during the same period in 2021. Net credit loss expense/benefit for each portfolio segment reflects the amount needed to adjust the allowance for credit losses allocated to that segment to the level of expected credit losses determined under our allowance methodology after net charge-offs have been recognized. The net credit loss expense related to loans during the first ~~three~~six months of 2022 primarily reflects increases in expected credit losses associated with commercial and industrial loans, primarily related to the down-side scenario overlay discussed above, and consumer and other loans, primarily related to an increase in modeled losses, as well as the level of net charge-offs associated with these loan portfolio segments. The impact of these items was partly offset by a decrease in expected credit losses associated with commercial real estate loans, primarily related to a decrease in expected credit losses related to certain pandemic impacted ~~industries.~~industries and a reduction in the minimum reserve ratio for our commercial real estate - owner occupied portfolio. The ratio of the allowance for credit losses on loans to total loans was ~~1.49% (1.51%~~1.43% (1.44% excluding PPP loans) at ~~March 31,~~June 30, 2022 compared to

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1.52% (1.56% excluding PPP loans) at December 31, 2021. Management believes the recorded amount of the allowance for credit losses on loans is appropriate based upon management’s best estimate of current expected credit losses within the existing portfolio of loans. Should any of the factors considered by management in making this estimate change, our estimate of current expect credit losses could also change, which could affect the level of future credit loss expense related to loans.

Allowance for Credit Losses - Off-Balance-Sheet Credit Exposures. The allowance for credit losses on off-balance-sheet credit exposures totaled approximately ~~$45.9~~$50.2 million and $50.3 million at ~~March 31,~~June 30, 2022 and December 31, 2021, respectively. The level of the allowance for credit losses on off-balance-sheet credit exposures depends upon the volume of outstanding commitments, underlying risk grades, the expected utilization of available funds and forecasted economic conditions impacting our loan portfolio. Our policies and methodology used to estimate the allowance for credit losses on off-balance-sheet credit exposures are further described in our 2021 Form 10-K. We recognized a net credit loss benefit related to off-balance-sheet credit exposures totaling ~~$4.5 million~~$68 thousand during the ~~three~~six months ended ~~March 31,~~June 30, 2022 compared to a net credit loss expense of ~~$65 thousand~~$4.4 million during the same period in 2021. ~~The credit loss benefit during the first three months of 2022 was partly impacted by the upgrade of a large credit commitment within our SNC portfolio.~~

Capital and Liquidity

Capital. Shareholders’ equity totaled ~~$3.8~~$3.3 billion and $4.4 billion at ~~March 31,~~June 30, 2022 and December 31, 2021, respectively. The decrease was primarily related to the accumulated other comprehensive income/loss component of shareholders’ equity which decreased to a net, after-tax, unrealized loss of ~~$371.8~~$874.2 million at ~~March 31,~~June 30, 2022 from a net, after-tax unrealized gain of $347.3 million at December 31, 2021. The change was primarily due to a ~~$719.5 million~~$1.2 billion net, after-tax, decrease in the fair value of securities available for sale. Other uses of capital during the ~~three~~six months ended ~~March 31,~~June 30, 2022 included ~~$50.1~~$100.3 million of dividends paid on preferred and common stock and $996 thousand of treasury stock purchases. Sources of capital during the ~~three~~six months ended ~~March 31,~~June 30, 2022 included net income of ~~$99.1~~$218.2 million, ~~$5.7~~$6.5 million in proceeds from stock option exercises and ~~$2.1~~$5.5 million related to stock-based compensation.

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 our regulatory capital ratios. In connection with the adoption of ASC 326 on January 1, 2020, we also elected to exclude, for a transitional period, the effects of credit loss accounting under CECL in the calculation of our regulatory capital and regulatory capital 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.

We paid a quarterly dividend of $0.75 per common share during each of the first ~~quarter~~and second quarters of 2022 and a quarterly dividend of $0.72 per common share during each of the first ~~quarter~~and second quarters of 2021. These dividend amounts equate to a common stock dividend payout ratio of ~~49.7%~~45.1% and ~~40.5%~~40.1% during the first ~~three~~six months of 2022 and 2021, 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 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 January 26, 2022 our board of directors authorized a $100.0 million stock repurchase program, allowing us to repurchase shares of our common stock over a one-year period from time to time at various prices in the open market or through private transactions. No shares have been repurchased under this plan or under a prior plan during the reported periods.

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See Note 7 - Capital and Regulatory Matters in the accompanying notes to consolidated financial statements and Part II, Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds, each included elsewhere in this report.

Liquidity. As more fully discussed in our 2021 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. Our principal source of funding has been our customer deposits, supplemented by our short-term and long-term borrowings as well as maturities of securities and loan amortization. As of ~~March 31,~~June 30, 2022, we had approximately ~~$13.4~~$12.7 billion held in an interest-bearing account at the Federal Reserve. We also have the ability to borrow funds as a member of the Federal Home Loan Bank (“FHLB”). As of ~~March 31,~~June 30, 2022, based upon available, pledgeable collateral, our total borrowing capacity with the FHLB was approximately $3.2 billion.

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Furthermore, at ~~March 31,~~June 30, 2022, we had approximately ~~$12.8~~$14.1 billion in securities that were unencumbered by a pledge and could be used to support additional borrowings through repurchase agreements or the Federal Reserve discount window, as needed.

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 ~~March 31,~~June 30, 2022, Cullen/Frost had liquid assets, including cash and resell agreements, totaling ~~$476.0~~$432.8 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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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 2021 Form 10-K. There has been no significant change in the types of market risks we face since December 31, 2021.

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 ~~March 31,~~June 30, 2022, 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 ~~2.1%~~2.9% and ~~5.8%~~6.1%, respectively, relative to the flat-rate case over the next 12 months, while ~~a 50~~100 and 175 basis point ratable ~~decrease~~decreases in interest rates would result in a negative ~~variance~~variances in net interest income of ~~3.7%~~2.7% and 8.3%, respectively, relative to the flat-rate case over the next 12 months. For modeling purposes, as of December 31, 2021, 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 2.8% and 7.1%, respectively, relative to the flat-rate case over the next 12 months, while a 25 basis point ratable decrease in interest rates would result in a negative variance in net interest income of 3.0% relative to the flat-rate case over the next 12 months. Both the March 31, 2022 and December 31, 2021 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 first and second quarters of 2022, respectively, as further discussed below. The likelihood of a decrease in interest rates beyond 50175 basis points as of ~~March 31,~~June 30, 2022 and 25 basis points as of December 31, 2021 was considered remote given prevailing interest rate levels.

We do not currently pay interest on a significant portion of our commercial demand deposits. 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. Our June 30, 2022 model simulations do not assume any payment of interest on commercial demand deposits (those not already receiving an earnings credit) while our modeling simulations as of December 31, 2021 assumed a slightly aggressive pricing structure with regards to interest payments on commercial demand deposits (those not already receiving an earnings credit) with interest payments assumed to begin in the first quarter of 2022. This pricing structure on commercial demand deposits assumed a deposit pricing beta of 25%. The pricing beta is a measure of how much deposit rates reprice, up or down, given a defined change in market rates. As of June 30, 2022, management believes, based on our experience during the last interest rate cycle, that it is less likely we will pay interest on these deposits as rates increase.

The model simulations as of ~~March 31,~~June 30, 2022 indicate that our projected balance sheet is slightly less asset sensitive in comparison to our balance sheet as of December 31, 2021. The decreased asset sensitivity was partly due to a decrease in the relative proportion of interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve) and federal funds sold to projected average interest-earning assets combined with an increase in the relative proportion of fixed-rate taxable securities 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, the positive impact of increasing interest rates was partly mitigated due to an increase in the relative proportion of interest-bearing deposit liabilities to total deposits as of March 31, 2022 compared to December 31, 2021, resulting in a higher projected cost of deposits.

We do not currently pay interest on a significant portion of our commercial demand deposits. 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. Our modeling simulations as of March 31, 2022 and December 31, 2021 assume a slightly aggressive pricing structure with regards to interest payments on commercial demand deposits (those not already receiving an earnings credit) with interest payments assumed to begin in the second and first quarters of 2022, respectively. This pricing structure on commercial demand deposits assumes a deposit pricing beta of 25%. The pricing beta is a measure of how much deposit rates reprice, up or down, given a defined change in market rates.

As of ~~March 31,~~June 30, 2022, the effects of a 200 basis point increase and a 50100 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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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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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 2021 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 ~~March 31,~~June 30, 2022. 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
January 1, 2022 to January 31, 2022 — $ — — $ 100,000
February 1, 2022 to February 28, 2022 — — — 100,000
March 1, 2022 to March 31, 2022 7,459 (1) 133.54 — 100,000
Total 7,459 —


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
April 1, 2022 to April 30, 2022	—	$	—	—	$	100,000
May 1, 2022 to May 31, 2022	—	—		—	100,000
June 1, 2022 to June 30, 2022	—	—		—	100,000
Total	—			—

~~(1)Repurchases 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.

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Item 6. Exhibits

(a) Exhibits


Exhibit Number			Description
10.1(1)			Form of Non-Qualified Stock Option Award Agreement - 2005 Plan
10.2(1)			Form of Non-Qualified Stock Option Award Agreement - 2015 Plan
10.3(1)			Form of Restricted Stock Unit Award Agreement - 4 Year Award
10.4(1)			Form of Restricted Stock Unit Award Agreement - 3 Year Award
10.5(1)			Form of Performance Stock Unit Award Agreement - 2019
10.6(1)			Form of Performance Stock Unit Award Agreement - 2020
10.7(1)			Form of Performance Stock Unit Award Agreement - 2021
10.8(1)			Form of Deferred Stock Unit Award Agreement with Outside Directors
31.1			Rule 13a-14(a) Certification of the Corporation's Chief Executive Officer
31.2			Rule 13a-14(a) Certification of the Corporation's Chief Financial Officer
32.1~~(1)~~(2)			Section 1350 Certification of the Corporation's Chief Executive Officer
32.2~~(1)~~(2)			Section 1350 Certification of the Corporation's Chief Financial Officer
101.INS~~(2)~~(3)			Inline XBRL Instance Document
101.SCH			Inline XBRL Taxonomy Extension Schema Document
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB			InlineXBRL Taxonomy Extension Label Linkbase Document
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document
104~~(3)~~(4)			Cover Page Interactive Data File

(1)Management contract or compensatory plan or arrangement.

(2)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.

~~(2)~~(3)The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

~~(3)~~(4)Formatted as Inline XBRL and contained within the Inline XBRL Instance Document in Exhibit 101.

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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:

~~April~~July 28, 2022

By:

/s/ Jerry Salinas

Jerry Salinas

Group Executive Vice President

and Chief Financial Officer

(Duly Authorized Officer, Principal Financial

Officer and Principal Accounting Officer)

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