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Cullen/Frost Bankers, Inc. – ‘10-K’ for 12/31/23 – ‘EX-31.1’

On:  Tuesday, 2/6/24, at 4:20pm ET   ·   For:  12/31/23   ·   Accession #:  39263-24-13   ·   File #:  1-13221

Previous ‘10-K’:  ‘10-K’ on 2/3/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   13 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/06/24  Cullen/Frost Bankers, Inc.        10-K       12/31/23  156:27M

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        10-K - Cullen/Frost Bankers, Inc. 2023              HTML   5.30M 
 2: EX-10.17    EX-10.17 - Form of Performance Stock Unit Award     HTML     58K 
                Agreement 2023                                                   
 3: EX-19.1     EX-19.1 - Cullen/Frost Bankers, Inc. Insider        HTML     66K 
                Trading Policy                                                   
 4: EX-21.1     EX-21.1 - Subsidiaries of Cullen/Frost Bankers,     HTML     46K 
                Inc.                                                             
 5: EX-23.1     EX-23.1 - Consent of Independent Registered Public  HTML     45K 
                Accounting Firm                                                  
 6: EX-24       Ex-24.1 - Power of Attorney                         HTML     51K 
11: EX-97.1     EX-97.1 - Clawback Policy                           HTML     57K 
 7: EX-31.1     EX-31.1 - Chief Executive Officer Certification     HTML     48K 
 8: EX-31.2     EX-31.2 - Chief Financial Officer Certification     HTML     48K 
 9: EX-32.1     EX-32.1 - Chief Executive Officer Section 1350      HTML     45K 
                Certification                                                    
10: EX-32.2     EX-32.2 - Chief Financial Officer Section 1350      HTML     45K 
                Certification                                                    
17: R1          Document and Entity Information                     HTML    123K 
18: R2          Consolidated Balance Sheets                         HTML    151K 
19: R3          Consolidated Balance Sheets (Parenthetical)         HTML     64K 
20: R4          Consolidated Statements of Income                   HTML    168K 
21: R5          Consolidated Statements of Comprehensive Income     HTML     98K 
22: R6          Consolidated Statement of Changes in Shareholders'  HTML    103K 
                Equity                                                           
23: R7          Consolidated Statement of Changes in Shareholders'  HTML     59K 
                Equity (Parenthetical)                                           
24: R8          Consolidated Statements of Cash Flows               HTML    154K 
25: R9          Summary of Significant Accounting Policies          HTML     97K 
26: R10         Securities                                          HTML    252K 
27: R11         Loans                                               HTML    911K 
28: R12         Premises and Equipment                              HTML     74K 
29: R13         Deposits                                            HTML     71K 
30: R14         Borrowed Funds                                      HTML     56K 
31: R15         Off-Balance-Sheet Arrangements, Commitments,        HTML     66K 
                Guarantees and Contingencies                                     
32: R16         Capital and Regulatory Matters                      HTML    123K 
33: R17         Earnings Per Common Share                           HTML     69K 
34: R18         Employee Benefit Plans                              HTML    243K 
35: R19         Other Non-Interest Income and Expense               HTML     61K 
36: R20         Income Taxes                                        HTML     97K 
37: R21         Other Comprehensive Income (Loss)                   HTML    124K 
38: R22         Derivative Financial Instruments                    HTML    144K 
39: R23         Balance Sheet Offsetting                            HTML    203K 
40: R24         Fair Value Measurements                             HTML    161K 
41: R25         Operating Segments                                  HTML    132K 
42: R26         Condensed Financial Statements of Parent Company    HTML    121K 
43: R27         Accounting Standards Updates                        HTML     67K 
44: R28         Summary of Significant Accounting Policies          HTML    250K 
                (Policies)                                                       
45: R29         Receivables, Loans, Notes Receivable, and Others    HTML    101K 
                (Policies)                                                       
46: R30         Fair Value Measures and Disclosures (Policies)      HTML     49K 
47: R31         Regulated Operations (Policies)                     HTML     46K 
48: R32         Earnings Per Share (Policies)                       HTML     49K 
49: R33         Compensation Related Costs, Postemployment          HTML     58K 
                Benefits (Policies)                                              
50: R34         Fair Value Measures and Disclosures (Policies)      HTML     64K 
51: R35         Summary of Significant Accounting Policies          HTML     58K 
                (Tables)                                                         
52: R36         Securities (Tables)                                 HTML    268K 
53: R37         Loans (Tables)                                      HTML    900K 
54: R38         Premises and Equipment (Tables)                     HTML     75K 
55: R39         Deposits (Tables)                                   HTML     77K 
56: R40         Off-Balance-Sheet Arrangements, Commitments,        HTML     61K 
                Guarantees and Contingencies (Tables)                            
57: R41         Capital and Regulatory Matters (Tables)             HTML    102K 
58: R42         Earnings Per Common Share (Tables)                  HTML     67K 
59: R43         Employee Benefit Plans (Tables)                     HTML    252K 
60: R44         Other Non-Interest Income and Expense (Tables)      HTML     60K 
61: R45         Income Taxes (Tables)                               HTML     98K 
62: R46         Other Comprehensive Income (Loss) (Tables)          HTML    126K 
63: R47         Derivative Financial Instruments (Tables)           HTML    148K 
64: R48         Balance Sheet Offsetting Balance Sheet Offsetting   HTML    206K 
                (Tables)                                                         
65: R49         Fair Value Measurements (Tables)                    HTML    145K 
66: R50         Operating Segments (Tables)                         HTML    125K 
67: R51         Condensed Financial Statements of Parent Company    HTML    125K 
                (Tables)                                                         
68: R52         Summary of Significant Accounting Policies          HTML     84K 
                (Narrative) (Detail)                                             
69: R53         Summary of Significant Accounting Policies          HTML     60K 
                (Additional Cash Flow Information) (Detail)                      
70: R54         Securities (Narrative) (Detail)                     HTML     75K 
71: R55         Securities (Year End Securities Held to Maturity)   HTML     93K 
                (Detail)                                                         
72: R56         Securities (Securities Moody's and Standard &       HTML     87K 
                Poor's Bond Rating) (Details)                                    
73: R57         Securities (Securities Held to Maturity Allowance   HTML     57K 
                for Credit Loss) (Details)                                       
74: R58         Securities (Securities Available for Sale)          HTML     92K 
                (Details)                                                        
75: R59         Securities (Year End Securities with Unrealized     HTML     77K 
                Losses Segregated by Length of Impairment)                       
                (Detail)                                                         
76: R60         Securities (Amortized Cost and Estimated Fair       HTML    139K 
                Value of Securities Excluding Trading Securities                 
                Presented by Contractual Maturity) (Detail)                      
77: R61         Securities (Sales of Securities Available for       HTML     53K 
                Sale) (Detail)                                                   
78: R62         Securities Securities - (Premium Amortization and   HTML     50K 
                Discount Accretion Included in Income on                         
                Securities) (Details)                                            
79: R63         Securities (Year End Trading Account Securities at  HTML     51K 
                Estimated Fair Value) (Detail)                                   
80: R64         Securities (Net Gains and Losses on Trading         HTML     50K 
                Account Securities) (Detail)                                     
81: R65         Loans (Narrative) (Detail)                          HTML    178K 
82: R66         Loans (Loans) (Detail)                              HTML     86K 
83: R67         Loans (Activities in Related Party Loans) (Detail)  HTML     52K 
84: R68         Loans (Non-Accrual Loans, Segregated by Class of    HTML     64K 
                Loans) (Detail)                                                  
85: R69         Loans (Non-Accrual Loans, Segregated by Class of    HTML    116K 
                Loan and Year of Origination) (Details)                          
86: R70         Loans (Age Analysis of Past Due Loans, Segregated   HTML    114K 
                by Class of Loans) (Detail)                                      
87: R71         Loans (Modification to Borrowers Experiencing       HTML     72K 
                Financial Difficulty) (Detail)                                   
88: R72         Loans (Modified Loans by Type of Modification)      HTML    108K 
                (Details)                                                        
89: R73         Loans (Weighted Average Risk Grades for All         HTML    286K 
                Commercial Loans by Class) (Detail)                              
90: R74         Loans (Age Analysis of Past Due Consumer Loans,     HTML    186K 
                Segregated By Class and Year of Origination)                     
                (Details)                                                        
91: R75         Loans (Revolving Loans Converted to Term)           HTML     61K 
                (Details)                                                        
92: R76         Loans (Allowance for Credit Loss By Loan Class      HTML     92K 
                Calculated in Accordance With CECL Methodology)                  
                (Details)                                                        
93: R77         Loans (Activity in Allowance for Loan Losses by     HTML     84K 
                Portfolio Segment) (Detail)                                      
94: R78         Loans (Gross Charge-Offs By Year of Origination)    HTML    155K 
                (Details)                                                        
95: R79         Loans (Investment in Loans Related to Allowance     HTML     86K 
                for Loan Loss by Portfolio Segment Disaggregated                 
                Based on Impairment Methodology) (Detail)                        
96: R80         Premises and Equipment (Narrative) (Detail)         HTML     61K 
97: R81         Premises and Equipment (Premises and Equipment)     HTML     64K 
                (Detail)                                                         
98: R82         Premises and Equipment (Lease Commitments,          HTML     51K 
                Components of Lease Expense) (Details)                           
99: R83         Premises and Equipment Future Minimum Lease         HTML     70K 
                Payments Due Under non-Cancelable Operating Leases               
                (Details)                                                        
100: R84         Deposits (Schedule of Deposits) (Detail)            HTML     57K  
101: R85         Deposits (Additional Information About              HTML     60K  
                Corporation's Deposits) (Detail)                                 
102: R86         Deposits (Scheduled Maturities of Time Deposits)    HTML     52K  
                (Detail)                                                         
103: R87         Deposits (Scheduled Maturities of Time Deposits     HTML     55K  
                Not Covered By Deposit Insurance) (Detail)                       
104: R88         Borrowed Funds (Narrative) (Detail)                 HTML    107K  
105: R89         Off-Balance Sheet Arrangements Commitments          HTML     54K  
                Guarantees and Contingencies (Narrative) (Detail)                
106: R90         Off-Balance-Sheet Arrangements, Commitments,        HTML     52K  
                Guarantees and Contingencies (Financial                          
                Instruments With Off-Balance-Sheet Risk) (Detail)                
107: R91         Off-Balance-Sheet Arrangements, Commitments,        HTML     49K  
                Guarantees and Contingencies - Credit Losses on                  
                Off-Balance-Sheet Commitments (Details)                          
108: R92         Capital and Regulatory Matters (Narrative)          HTML    158K  
                (Detail)                                                         
109: R93         Regulatory Matters (Actual and Required Capital     HTML    110K  
                Ratios) (Detail)                                                 
110: R94         Earnings Per Common Share (Basic and Diluted        HTML     82K  
                Earnings Per Common Share) (Detail)                              
111: R95         Employee Benefit Plans (Narrative) (Detail)         HTML    106K  
112: R96         Employee Benefit Plans (Combined Activity in        HTML     72K  
                Corporations Defined Benefit Pension Plans)                      
                (Detail)                                                         
113: R97         Employee Benefit Plans (Disaggregated Information   HTML     62K  
                Related to Corporations Defined Benefit Pension                  
                Plans) (Detail)                                                  
114: R98         Employee Benefit Plans (Net Periodic Benefit Cost   HTML     56K  
                (Benefit)) (Detail)                                              
115: R99         Employee Benefit Plans (Defined Benefit Pension     HTML     52K  
                Plans Recognized as Component of Other                           
                Comprehensive Income) (Detail)                                   
116: R100        Employee Benefit Plans (Defined Benefit Pension     HTML     52K  
                Plans not Recognized as Component of Combined Net                
                Period Benefit Cost) (Detail)                                    
117: R101        Employee Benefit Plans (Weighted-Average            HTML     51K  
                Assumptions Used to Determine Benefit Obligations)               
                (Detail)                                                         
118: R102        Employee Benefit Plans (Fair Value of Plan Assets)  HTML     67K  
                (Detail)                                                         
119: R103        Employee Benefit Plans (Expected Future Benefit     HTML     58K  
                Payments Related to Defined Benefit Plans)                       
                (Detail)                                                         
120: R104        Employee Benefit Plans (Summary of Activity in      HTML    103K  
                Corporation's Active Stock Plans) (Detail)                       
121: R105        Employee Benefit Plans (Options Outstanding and     HTML     81K  
                Exercisable) (Detail)                                            
122: R106        Employee Benefit Plans (Shares Issued in            HTML     58K  
                Connection with Stock Compensation Awards)                       
                (Detail)                                                         
123: R107        Employee Benefit Plans (Stock-Based Compensation    HTML     57K  
                Expense) (Detail)                                                
124: R108        Employee Benefit Plans (Unrecognized Stock-Based    HTML     55K  
                Compensation Expense) (Detail)                                   
125: R109        Other Non-Interest Income and Expense (Narrative)   HTML     48K  
                (Detail)                                                         
126: R110        Other Non-Interest Income and Expense (Other        HTML     56K  
                Non-Interest Income and Expense) (Detail)                        
127: R111        Income Taxes (Narrative) (Detail)                   HTML     50K  
128: R112        Income Taxes (Income Tax Expense) (Detail)          HTML     56K  
129: R113        Income Taxes (Income Tax Computed by Applying U.S.  HTML     69K  
                Federal Statutory Income Tax Rate) (Detail)                      
130: R114        Income Taxes (Schedule of Deferred Tax Assets and   HTML     80K  
                Liabilities) (Detail)                                            
131: R115        Other Comprehensive Income (Loss) (Component of     HTML    117K  
                Other Comprehensive Income (Loss)) (Detail)                      
132: R116        Other Comprehensive Income (Schedule of             HTML     72K  
                Accumulated Other Comprehensive Income, Net of                   
                Tax) (Detail)                                                    
133: R117        Derivative Financial Instruments (Narrative)        HTML     58K  
                (Detail)                                                         
134: R118        Derivative Financial Instruments (Schedule of       HTML     72K  
                Notional Amounts and Estimated Fair Values of                    
                Interest Rate Derivative Contracts Outstanding)                  
                (Detail)                                                         
135: R119        Derivative Financial Instruments (Schedule of       HTML     55K  
                Weighted-Average Rates Paid and Received for                     
                Interest Rate Swaps Outstanding) (Detail)                        
136: R120        Derivative Financial Instruments (Schedule of       HTML     64K  
                Notional Amounts and Estimated Fair Values of                    
                Commodity Derivative Positions) (Detail)                         
137: R121        Derivative Financial Instruments Derivative         HTML     76K  
                Financial Instruments (Schedule of Notional Amount               
                and Fair Value of Open Foreign Currency Forward                  
                Contract) (Details)                                              
138: R122        Derivative Financial Instruments (Schedule of       HTML     52K  
                Amounts Related to Interest Rate Derivatives                     
                Designated as Hedges of Fair Value) (Detail)                     
139: R123        Derivative Financial Instruments (Schedule of       HTML     57K  
                Amounts Related to Non-Hedging Interest Rate and                 
                Commodity Derivatives) (Detail)                                  
140: R124        Balance Sheet Offsetting - Financial Instruments    HTML    109K  
                Eligible for Offset Consolidated Balance Sheet                   
                (Detail)                                                         
141: R125        Balance Sheet Offsetting - Financial Instruments    HTML    125K  
                Derivative Assets Liabilities and Resell                         
                Agreements Net of Amount Not Offset (Details)                    
142: R126        Balance Sheet Offsetting Balance Sheet Offsetting   HTML     67K  
                - Remaining Contractual Maturity of the Securities               
                Sold Under Agreement to Repurchase (Details)                     
143: R127        Fair Value Measurements (Narrative) (Detail)        HTML     46K  
144: R128        Fair Value Measurements (Financial Assets and       HTML    107K  
                Financial Liabilities Measured at Fair Value on                  
                Recurring Basis) (Detail)                                        
145: R129        Fair Value Measurements (Impaired Loans Remeasured  HTML     58K  
                and Reported at Fair Value of Underlying                         
                Collateral) (Detail)                                             
146: R130        Fair Value Measurements (Estimated Fair Values of   HTML     89K  
                Financial Instruments) (Detail)                                  
147: R131        Operating Segments Operating Segments - Additional  HTML     51K  
                Information (Details)                                            
148: R132        Operating Segments (Summary of Operating Results    HTML    110K  
                by Segment) (Detail)                                             
149: R133        Condensed Financial Statements of Parent Company    HTML     96K  
                (Schedule of Condensed Balance Sheets) (Detail)                  
150: R134        Condensed Financial Statements of Parent Company    HTML    102K  
                (Schedule of Condensed Statements of Income)                     
                (Detail)                                                         
151: R135        Condensed Financial Statements of Parent Company    HTML    107K  
                (Schedule of Condensed Statements of Cash Flows)                 
                (Detail)                                                         
153: XML         IDEA XML File -- Filing Summary                      XML    309K  
156: XML         XBRL Instance -- cfr-20231231_htm                    XML   8.55M  
152: EXCEL       IDEA Workbook of Financial Report Info              XLSX    422K  
13: EX-101.CAL  XBRL Calculations -- cfr-20231231_cal                XML    428K 
14: EX-101.DEF  XBRL Definitions -- cfr-20231231_def                 XML   1.86M 
15: EX-101.LAB  XBRL Labels -- cfr-20231231_lab                      XML   3.36M 
16: EX-101.PRE  XBRL Presentations -- cfr-20231231_pre               XML   2.43M 
12: EX-101.SCH  XBRL Schema -- cfr-20231231                          XSD    379K 
154: JSON        XBRL Instance as JSON Data -- MetaLinks              939±  1.49M  
155: ZIP         XBRL Zipped Folder -- 0000039263-24-000013-xbrl      Zip   1.07M  


‘EX-31.1’   —   EX-31.1 – Chief Executive Officer Certification


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  Document  

Exhibit 31.1
Rule 13a-14(a) Certification
of the Chief Executive Officer

I, Phillip D. Green, certify that:
1.I have reviewed this Annual Report on Form 10-K of Cullen/Frost Bankers, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
February 6, 2024
 
/s/ Phillip D. Green
Phillip D. Green
Chief Executive Officer


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/6/24
For Period end:12/31/235
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/30/24  Cullen/Frost Bankers, Inc.        S-8         4/30/24   18:1.2M
 4/25/24  Cullen/Frost Bankers, Inc.        10-Q        3/31/24  122:18M


11 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/03/23  Cullen/Frost Bankers, Inc.        10-K       12/31/22  161:30M
 7/28/22  Cullen/Frost Bankers, Inc.        10-Q        6/30/22  130:21M
10/28/21  Cullen/Frost Bankers, Inc.        10-Q        9/30/21  126:22M
11/19/20  Cullen/Frost Bankers, Inc.        8-A12B                 3:365K
 7/31/20  Cullen/Frost Bankers, Inc.        8-K:5,9     7/29/20   13:331K
 2/06/19  Cullen/Frost Bankers, Inc.        10-K       12/31/18  157:28M
 2/03/17  Cullen/Frost Bankers, Inc.        10-K       12/31/16  156:28M
 3/23/15  Cullen/Frost Bankers, Inc.        DEF 14A     4/30/15    1:1.3M                                   Donnelley … Solutions/FA
 3/20/13  Cullen/Frost Bankers, Inc.        DEF 14A     4/25/13    1:1.2M                                   Donnelley … Solutions/FA
 5/31/07  Cullen/Frost Bankers, Inc.        S-8         5/31/07    5:163K
 7/26/06  Cullen/Frost Bankers, Inc.        10-Q        6/30/06    7:1.6M
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