SEC Info - Cullen/Frost Bankers, Inc. - ‘10-Q’ for 9/30/21


		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	8
	Notes to Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	65
Item 4.	Controls and Procedures	65

Part II - Other Information
Item 1.	Legal Proceedings	66
Item 1A.	Risk Factors	66
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	66
Item 3.	Defaults Upon Senior Securities	66
Item 4.	Mine Safety Disclosures	66
Item 5.	Other Information	66
Item 6.	Exhibits	67

Signatures		68

Part I. Financial Information

Item 1. Financial Statements (Unaudited)

Cullen/Frost Bankers, Inc.

Consolidated Balance Sheets

(Dollars in thousands, except per share amounts)


	September 30, 2021		December 31, 2020
Assets:
Cash and due from banks	$	i 638,296	$	i 529,454
Interest-bearing deposits	i 15,601,647		i 9,758,624
Federal funds sold	i 6,125		i 775
Resell agreements	i 7,903		i —
Total cash and cash equivalents	i 16,253,971		i 10,288,853
Securities held to maturity, net of allowance for credit losses of $ i 158 at September 30, 2021 and $ i 160 at December 31, 2020	i 1,759,270		i 1,945,673
Securities available for sale, at estimated fair value	i 11,731,222		i 10,437,565
Trading account securities	i 25,292		i 24,456
Loans, net of unearned discounts	i 15,832,670		i 17,481,309
Less: Allowance for credit losses on loans	( i 250,150)		( i 263,177)
Net loans	i 15,582,520		i 17,218,132
Premises and equipment, net	i 1,023,170		i 1,045,578
Goodwill	i 654,952		i 654,952
Other intangible assets, net	i 1,019		i 1,563
Cash surrender value of life insurance policies	i 189,941		i 189,984
Accrued interest receivable and other assets	i 638,968		i 584,561
Total assets	$	i 47,860,325	$	i 42,391,317

Liabilities:
Deposits:
Non-interest-bearing demand deposits	$	i 17,151,583	$	i 15,117,051
Interest-bearing deposits	i 22,461,184		i 19,898,710
Total deposits	i 39,612,767		i 35,015,761
Federal funds purchased	i 27,200		i 48,850
Repurchase agreements	i 2,200,029		i 2,068,147
Junior subordinated deferrable interest debentures, net of unamortized issuance costs	i 136,400		i 136,357
Subordinated notes, net of unamortized issuance costs	i 99,139		i 99,021

Accrued interest payable and other liabilities	i 1,412,428		i 730,165
Total liabilities	i 43,487,963		i 38,098,301

Shareholders’ Equity:
Preferred stock, par value $ i i 0.01 / per share; i i 10,000,000 / shares authorized; i i 150,000 / Series B shares ($ i i 1,000 / liquidation preference) issued at September 30, 2021 and December 31, 2020	i 145,452		i 145,452
Common stock, par value $ i i 0.01 / per share; i i 210,000,000 / shares authorized; i i 64,236,306 / shares issued at September 30, 2021 and December 31, 2020	i 642		i 642
Additional paid-in capital	i 1,004,924		i 997,168
Retained earnings	i 2,920,074		i 2,750,723
Accumulated other comprehensive income (loss), net of tax	i 350,283		i 512,970
Treasury stock, at cost; i 568,570 shares at September 30, 2021 and i 1,225,066 shares at December 31, 2020	( i 49,013)		( i 113,939)
Total shareholders’ equity	i 4,372,362		i 4,293,016
Total liabilities and shareholders’ equity	$	i 47,860,325	$	i 42,391,317

See Notes to Consolidated Financial Statements.

Cullen/Frost Bankers, Inc.

Consolidated Statements of Income

(Dollars in thousands, except per share amounts)

Three Months Ended
September 30,

Nine Months Ended
September 30,

2021

2020

2021

2020

Interest income:

Loans, including fees

i 168,779

i 169,002

i 518,957

i 512,444

Securities:

Taxable

i 20,736

i 22,560

i 61,366

i 71,950

Tax-exempt

i 56,882

i 58,073

i 169,656

i 175,968

Interest-bearing deposits

i 5,830

i 1,512

i 11,877

i 10,894

Federal funds sold

i 2

i 5

i 13

i 721

Resell agreements

i 6

i 14

i 11

i 163

Total interest income

i 252,235

i 251,166

i 761,880

i 772,140

Interest expense:

Deposits

i 3,677

i 5,397

i 10,693

i 27,677

Federal funds purchased

i 9

i 7

i 24

i 92

Repurchase agreements

i 632

i 475

i 1,597

i 3,913

Junior subordinated deferrable interest debentures

i 631

i 700

i 1,915

i 2,893

Subordinated notes

i 1,164

i 3,492

Federal Home Loan Bank advances

i —

i 318

Total interest expense

i 6,113

i 7,743

i 17,721

i 38,385

Net interest income

i 246,122

i 243,423

i 744,159

i 733,755

Credit loss expense

i —

i 20,302

i 63

i 227,474

Net interest income after credit loss expense

i 246,122

i 223,121

i 744,096

i 506,281

Non-interest income:

Trust and investment management fees

i 37,381

i 31,469

i 110,569

i 97,002

Service charges on deposit accounts

i 21,216

i 19,812

i 61,058

i 60,043

Insurance commissions and fees

i 11,748

i 11,456

i 39,834

i 38,609

Interchange and card transaction fees

i 4,490

i 3,503

i 13,224

i 9,724

Other charges, commissions and fees

i 9,785

i 8,370

i 26,729

i 25,398

Net gain (loss) on securities transactions

i —

i 108,989

Other

i 8,569

i 8,991

i 26,258

i 34,352

Total non-interest income

i 93,189

i 83,601

i 277,672

i 374,117

Non-interest expense:

Salaries and wages

i 99,463

i 93,323

i 289,956

i 282,485

Employee benefits

i 21,576

i 16,074

i 62,840

i 59,824

Net occupancy

i 27,208

i 25,466

i 79,909

i 76,116

Technology, furniture and equipment

i 28,494

i 26,482

i 84,508

i 77,768

Deposit insurance

i 3,088

i 2,372

i 8,893

i 7,796

Intangible amortization

i 157

i 212

i 544

i 710

Other

i 38,017

i 38,221

i 116,749

i 121,293

Total non-interest expense

i 218,003

i 202,150

i 643,399

i 625,992

Income before income taxes

i 121,308

i 104,572

i 378,369

i 254,406

Income taxes

i 13,333

i 9,516

i 36,311

i 11,525

Net income

i 107,975

i 95,056

i 342,058

i 242,881

Preferred stock dividends

i 1,668

i —

i 5,488

i 2,016

Redemption of preferred stock

i —

i 5,514

Net income available to common shareholders

i 106,307

i 95,056

i 336,570

i 235,351

Earnings per common share:

Basic

i 1.66

i 1.50

i 5.25

i 3.72

Diluted

i 1.65

i 1.50

i 5.22

i 3.71

See Notes to Consolidated Financial Statements.

Cullen/Frost Bankers, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(Dollars in thousands)

Three Months Ended
September 30,

Nine Months Ended
September 30,

2021

2020

2021

2020

Net income

i 107,975

i 95,056

i 342,058

i 242,881

Other comprehensive income (loss), before tax:

Securities available for sale and transferred securities:

Change in net unrealized gain/loss during the period

( i 80,668)

i 20,332

( i 209,779)

i 406,959

Change in net unrealized gain on securities transferred to held to maturity

( i 237)

( i 294)

( i 741)

( i 979)

Reclassification adjustment for net (gains) losses included in net income

i —

( i 108,989)

Total securities available for sale and transferred securities

( i 80,905)

i 20,038

( i 210,520)

i 296,991

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)

i 1,529

i 1,330

i 4,587

i 3,989

Total defined-benefit post-retirement benefit plans

i 1,529

i 1,330

i 4,587

i 3,989

Other comprehensive income (loss), before tax

( i 79,376)

i 21,368

( i 205,933)

i 300,980

Deferred tax expense (benefit)

( i 16,669)

i 4,487

( i 43,246)

i 63,205

Other comprehensive income (loss), net of tax

( i 62,707)

i 16,881

( i 162,687)

i 237,775

Comprehensive income (loss)

i 45,268

i 111,937

i 179,371

i 480,656

See Notes to Consolidated Financial Statements.

Cullen/Frost Bankers, Inc.

Consolidated Statements of Changes in Shareholders’ Equity

(Dollars in thousands, except per share amounts)

Preferred
Stock

Common
Stock

Additional
Paid-In
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss),
Net of Tax

Treasury
Stock

Total

Three months ended:

Balance at beginning of period

i 145,452

i 642

i 1,002,939

i 2,862,966

i 412,990

( i 51,172)

i 4,373,817

Net income

—

i 107,975

—

i 107,975

Other comprehensive income (loss), net of tax

—

( i 62,707)

—

( i 62,707)

Stock option exercises/stock unit conversions ( i 21,968 shares)

—

( i 1,085)

—

i 2,213

i 1,128

Stock-based compensation expense recognized in earnings

—

i 1,985

—

i 1,985

Purchase of treasury stock ( i 478 shares)

—

( i 54)

Cash dividends – Series B preferred stock (approximately $ i 11.13 per share which is equivalent to approximately $ i 0.28 per depositary share)

—

( i 1,668)

—

( i 1,668)

Cash dividends – common stock ($ i 0.75 per share)

—

( i 48,114)

—

( i 48,114)

Balance at end of period

i 145,452

i 642

i 1,004,924

i 2,920,074

i 350,283

( i 49,013)

i 4,372,362

Balance at beginning of period

i —

i 642

i 989,034

i 2,678,686

i 488,264

( i 147,825)

i 4,008,801

Net income

—

i 95,056

—

i 95,056

Other comprehensive income (loss), net of tax

—

i 16,881

—

i 16,881

Stock option exercises/stock unit conversions ( i 53,425 shares)

—

( i 2,502)

—

i 5,200

i 2,698

Stock-based compensation expense recognized in earnings

—

i 2,443

—

i 2,443

Purchase of treasury stock ( i 400 shares)

—

( i 27)

Treasury stock issued to the 401(k) stock purchase plan ( i 58,900 shares)

—

( i 1,602)

—

i 5,733

i 4,131

Cash dividends – common stock ($ i 0.71 per share)

—

( i 44,957)

—

( i 44,957)

Balance at end of period

i —

i 642

i 991,477

i 2,724,681

i 505,145

( i 136,919)

i 4,085,026

See accompanying Notes to Consolidated Financial Statements

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

Nine months ended:

Balance at beginning of period

i 145,452

i 642

i 997,168

i 2,750,723

i 512,970

( i 113,939)

i 4,293,016

Net income

—

i 342,058

—

i 342,058

Other comprehensive income (loss), net of tax

—

( i 162,687)

—

( i 162,687)

Stock option exercises/stock unit conversions ( i 650,044 shares)

—

( i 26,652)

—

i 64,462

i 37,810

Stock-based compensation expense recognized in earnings

—

i 7,756

—

i 7,756

Purchase of treasury stock ( i 12,103 shares)

—

( i 1,342)

Treasury stock issued to the 401(k) stock purchase plan ( i 18,555 shares)

—

( i 57)

—

i 1,806

i 1,749

Cash dividends – Series B preferred stock (approximately $ i 36.59 per share which is equivalent to approximately $ i 0.91 per depositary share)

—

( i 5,488)

—

( i 5,488)

Cash dividends – common stock ($ i 2.19 per share)

—

( i 140,510)

—

( i 140,510)

Balance at end of period

i 145,452

i 642

i 1,004,924

i 2,920,074

i 350,283

( i 49,013)

i 4,372,362

Balance at beginning of period

i 144,486

i 642

i 983,250

i 2,667,534

i 267,370

( i 151,614)

i 3,911,668

Cumulative effect of accounting change

—

( i 29,252)

—

( i 29,252)

Total shareholders' equity at beginning of period, as adjusted

i 144,486

i 642

i 983,250

i 2,638,282

i 267,370

( i 151,614)

i 3,882,416

Net income

—

i 242,881

—

i 242,881

Other comprehensive income (loss), net of tax

—

i 237,775

—

i 237,775

Stock option exercises/stock unit conversions ( i 196,948 shares)

—

( i 11,627)

—

i 19,171

i 7,544

Stock-based compensation expense recognized in earnings

—

i 8,227

—

i 8,227

Redemption of series A preferred stock ( i 6,000,000 shares)

( i 144,486)

—

( i 5,514)

—

( i 150,000)

Purchase of treasury stock ( i 182,225 shares)

—

( i 14,000)

Treasury stock issued to the 401(k) stock purchase plan ( i 97,843 shares)

—

( i 2,563)

—

i 9,524

i 6,961

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

—

( i 2,016)

—

( i 2,016)

Cash dividends – common stock ($ i 2.13 per share)

—

( i 134,762)

—

( i 134,762)

Balance at end of period

i —

i 642

i 991,477

i 2,724,681

i 505,145

( i 136,919)

i 4,085,026

See accompanying Notes to Consolidated Financial Statements

Cullen/Frost Bankers, Inc.

Consolidated Statements of Cash Flows

(Dollars in thousands)


	Nine Months Ended September 30,
	2021		2020
Operating Activities:
Net income	$	i 342,058	$	i 242,881
Adjustments to reconcile net income to net cash from operating activities:
Credit loss expense	i 63		i 227,474
Deferred tax expense (benefit)	i 4,672		( i 8,803)
Accretion of loan discounts	( i 9,879)		( i 11,905)
Securities premium amortization (discount accretion), net	i 90,017		i 93,080
Net (gain) loss on securities transactions	i —		( i 108,989)
Depreciation and amortization	i 51,550		i 47,752
Net (gain) loss on sale/write-down of assets/foreclosed assets	( i 1,885)		( i 6)
Stock-based compensation	i 7,756		i 8,227
Net tax benefit from stock-based compensation	i 4,505		i 694
Earnings on life insurance policies	( i 1,901)		( i 2,895)
Net change in:
Trading account securities	( i 421)		( i 197)
Lease right-of-use assets	i 17,566		i 17,419
Accrued interest receivable and other assets	( i 65,849)		( i 52,842)
Accrued interest payable and other liabilities	i 114,361		i 23,208
Net cash from operating activities	i 552,613		i 475,098
Investing Activities:
Securities held to maturity:
Purchases	i —		( i 1,500)
Maturities, calls and principal repayments	i 171,969		i 63,333
Securities available for sale:
Purchases	( i 4,105,085)		( i 8,324,364)
Sales	i —		i 1,162,352
Maturities, calls and principal repayments	i 3,125,786		i 8,162,036

Net change in loans	i 1,649,429		( i 3,551,650)
Benefits received on life insurance policies	i 1,944		i 903
Proceeds from sales of premises and equipment	i 7,033		i 3,054
Purchases of premises and equipment	( i 37,088)		( i 81,866)
Proceeds from sales of repossessed properties	i 809		i 73
Net cash from investing activities	i 814,797		( i 2,567,629)
Financing Activities:
Net change in deposits	i 4,597,006		i 5,859,939
Net change in short-term borrowings	i 110,232		( i 86,675)
Proceeds from Federal Home Loan Bank advances	i —		i 1,250,000
Principal payments on Federal Home Loan Bank advances	i —		( i 1,250,000)
Redemption of Series A preferred stock	i —		( i 150,000)
Proceeds from stock option exercises	i 37,810		i 7,544
Purchase of treasury stock	( i 1,342)		( i 14,000)
Cash dividends paid on preferred stock	( i 5,488)		( i 2,016)
Cash dividends paid on common stock	( i 140,510)		( i 134,762)
Net cash from financing activities	i 4,597,708		i 5,480,030
Net change in cash and cash equivalents	i 5,965,118		i 3,387,499
Cash and cash equivalents at beginning of period	i 10,288,853		i 3,788,181
Cash and cash equivalents at end of period	$	i 16,253,971	$	i 7,175,680

See Notes to Consolidated Financial Statements.

Notes to Consolidated Financial Statements

(Table amounts in thousands, except for share and per share amounts)

Note 1 - i Significant Accounting Policies

i 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, 2020, included in our Annual Report on Form 10-K filed with the SEC on February 5, 2021 (the “2020 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.

i 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. i Additional cash flow information was as follows:


	Nine Months Ended September 30,
	2021		2020
Cash paid for interest	$	i 23,722	$	i 41,634
Cash paid for income taxes	i 28,043		i 44,140
Significant non-cash transactions:
Unsettled securities transactions	i 600,874		i 6,698
Loans foreclosed and transferred to other real estate owned and foreclosed assets	i 3,464		i 140

Right-of-use lease assets obtained in exchange for lessee operating lease liabilities	i 4,045		i 18,284
Treasury stock issued to 401(k) stock purchase plan	i 1,749		i 6,961

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

i On January 1, 2020, we adopted Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” as subsequently updated for certain clarifications, targeted relief and codification improvements, using the modified retrospective method for all financial assets measured at amortized cost and off-balance-sheet credit exposures. Upon adoption, we recognized an after-tax cumulative effect reduction to retained earnings totaling $ i 29.3 million, as detailed in our 2020 Form 10-K. /

Note 2 - i Securities

Securities - Held to Maturity. i A summary of the amortized cost, fair value and allowance for credit losses related to securities held to maturity as of September 30, 2021 and December 31, 2020 is presented below.

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Estimated
Fair Value

Allowance
for Credit
Losses

Net
Carrying
Amount

Residential mortgage-backed securities

i 527,649

i 24,332

i —

i 551,981

i —

i 527,649

States and political subdivisions

i 1,230,279

i 41,840

i 32

i 1,272,087

( i 158)

i 1,230,121

Other

i 1,500

i —

i 1,500

i —

i 1,500

Total

i 1,759,428

i 66,172

i 32

i 1,825,568

( i 158)

i 1,759,270

Residential mortgage-backed securities

i 528,784

i 41,742

i —

i 570,526

i —

i 528,784

States and political subdivisions

i 1,415,549

i 65,321

i —

i 1,480,870

( i 160)

i 1,415,389

Other

i 1,500

i —

i 1,500

i —

i 1,500

Total

i 1,945,833

i 107,063

i —

i 2,052,896

( i 160)

i 1,945,673

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 $ i 553.1 million and $ i 659.2 million at September 30, 2021 and December 31, 2020, respectively. Accrued interest receivable on held-to-maturity securities totaled $ i 10.8 million and $ i 21.7 million at September 30, 2021 and December 31, 2020, 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 $ i 2.8 million ($ i 2.2 million, net of tax) at September 30, 2021 and $ i 3.5 million ($ i 2.8 million, net of tax) at December 31, 2020. 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 September 30, 2021 and December 31, 2020:

States and Political Subdivisions

Not Guaranteed or Pre-Refunded

Guaranteed by the Texas PSF

Pre-Refunded

Total

Other
Securities

Aaa/AAA

i 95,820

i 466,028

i 562,320

i 1,124,168

i —

Aa/AA

i 106,111

i —

i 106,111

i —

Not rated

i —

i 1,500

Total

i 201,931

i 466,028

i 562,320

i 1,230,279

i 1,500

Aaa/AAA

i 115,016

i 659,999

i 470,745

i 1,245,760

i —

Aa/AA

i 107,065

i —

i 107,065

i —

i 62,724

i —

i 62,724

i —

Not rated

i —

i 1,500

Total

i 284,805

i 659,999

i 470,745

i 1,415,549

i 1,500

The following table details activity in the allowance for credit losses on held-to-maturity securities during the three and nine months ended September 30, 2021 and 2020.

Three Months Ended
September 30,

Nine Months Ended
September 30,

2021

2020

2021

2020

Beginning balance

i 158

i 172

i 160

i —

Impact of adopting ASC 326

i —

i 215

Credit loss expense (benefit)

i —

( i 12)

( i 2)

( i 55)

Ending balance

i 158

i 160

i 158

i 160

Securities - Available for Sale. i A summary of the amortized cost, fair value and allowance for credit losses related to securities available for sale as of September 30, 2021 and December 31, 2020 is presented below.

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Allowance
for Credit
Losses

Estimated
Fair Value

U.S. Treasury

i 1,670,692

i 20,609

i 6,080

i —

i 1,685,221

Residential mortgage-backed securities

i 2,467,915

i 37,910

i 14,671

i —

i 2,491,154

States and political subdivisions

i 7,049,872

i 471,883

i 9,266

i —

i 7,512,489

Other

i 42,358

i —

i 42,358

Total

i 11,230,837

i 530,402

i 30,017

i —

i 11,731,222

U.S. Treasury

i 1,084,542

i 35,091

i —

i 1,119,633

Residential mortgage-backed securities

i 1,916,581

i 71,102

i 4

i —

i 1,987,679

States and political subdivisions

i 6,683,927

i 603,975

i —

i 7,287,902

Other

i 42,351

i —

i 42,351

Total

i 9,727,401

i 710,168

i 4

i —

i 10,437,565

All mortgage-backed securities included in the above table were issued by U.S. government agencies and corporations. At September 30, 2021, 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 i 76.9% 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 $ i 4.9 billion and $ i 4.4 billion at September 30, 2021 and December 31, 2020, respectively. Accrued interest receivable on available-for-sale securities totaled $ i 69.0 million and $ i 111.0 million at September 30, 2021 and December 31, 2020, respectively, and is included in accrued interest receivable and other assets in the accompanying consolidated balance sheets.

The table below summarizes, as of September 30, 2021, 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

Estimated
Fair Value

Unrealized
Losses

Estimated
Fair Value

Unrealized
Losses

Estimated
Fair Value

Unrealized
Losses

U.S. Treasury

i 687,535

i 6,080

i —

i 687,535

i 6,080

Residential mortgage-backed securities

i 984,236

i 14,671

i —

i 984,236

i 14,671

States and political subdivisions

i 636,776

i 9,266

i —

i 636,776

i 9,266

Total

i 2,308,547

i 30,017

i —

i 2,308,547

i 30,017

As of September 30, 2021, i 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 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. i The following table summarizes the maturity distribution schedule of securities held to maturity and securities available for sale as of September 30, 2021. 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

Held To Maturity

Amortized Cost

Residential mortgage-backed securities

i 65

i —

i 515,356

i 12,228

i 527,649

States and political subdivisions

i 456,778

i 181,302

i 88,862

i 503,337

i 1,230,279

Other

i 1,500

i —

i 1,500

Total

i 458,343

i 181,302

i 604,218

i 515,565

i 1,759,428

Estimated Fair Value

Residential mortgage-backed securities

i 65

i —

i 539,142

i 12,774

i 551,981

States and political subdivisions

i 464,067

i 187,495

i 90,295

i 530,230

i 1,272,087

Other

i 1,500

i —

i 1,500

Total

i 465,632

i 187,495

i 629,437

i 543,004

i 1,825,568

Available For Sale

Amortized Cost

U. S. Treasury

i 499,857

i 533,532

i 445,697

i 191,606

i 1,670,692

Residential mortgage-backed securities

i 743

i 16,678

i 22,146

i 2,428,348

i 2,467,915

States and political subdivisions

i 82,366

i 1,392,877

i 863,687

i 4,710,942

i 7,049,872

Other

i —

i 42,358

Total

i 582,966

i 1,943,087

i 1,331,530

i 7,330,896

i 11,230,837

Estimated Fair Value

U. S. Treasury

i 501,489

i 548,216

i 440,328

i 195,188

i 1,685,221

Residential mortgage-backed securities

i 772

i 17,559

i 22,743

i 2,450,080

i 2,491,154

States and political subdivisions

i 83,932

i 1,492,026

i 919,808

i 5,016,723

i 7,512,489

Other

i —

i 42,358

Total

i 586,193

i 2,057,801

i 1,382,879

i 7,661,991

i 11,731,222

Sales of Securities. i Sales of securities available for sale were as follows:

Three Months Ended
September 30,

Nine Months Ended
September 30,

2021

2020

2021

2020

Proceeds from sales

i —

i 1,162,352

Gross realized gains

i —

i 108,989

Gross realized losses

i —

Tax (expense) benefit of securities gains/losses

i —

( i 22,888)

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Premium amortization	$	( i 30,240)	$	( i 31,540)	$	( i 92,016)	$	( i 94,873)
Discount accretion	i 657		i 637		i 1,999		i 1,793
Net (premium amortization) discount accretion	$	( i 29,583)	$	( i 30,903)	$	( i 90,017)	$	( i 93,080)

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


	September 30, 2021		December 31, 2020
U.S. Treasury	$	i 24,087	$	i 23,996
States and political subdivisions	i 1,205		i 460
Total	$	i 25,292	$	i 24,456

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net gain on sales transactions	$	i 314	$	i 159	$	i 716	$	i 933
Net mark-to-market gains (losses)	( i 2)		i 1		( i 71)		i 94
Net gain (loss) on trading account securities	$	i 312	$	i 160	$	i 645	$	i 1,027

Note 3 - i Loans

Loans were as follows:

September 30,
2021

Percentage
of Total

December 31,
2020

Percentage
of Total

Commercial and industrial

i 4,929,656

i 31.1

i 4,955,341

i 28.4

Energy:

Production

i 774,753

i 4.9

i 976,473

i 5.6

Service

i 107,585

i 0.7

i 116,825

i 0.7

Other

i 95,873

i 0.6

i 141,900

i 0.8

Total energy

i 978,211

i 6.2

i 1,235,198

i 7.1

Paycheck Protection Program

i 827,820

i 5.2

i 2,433,849

i 13.9

Commercial real estate:

Commercial mortgages

i 5,648,541

i 35.7

i 5,478,806

i 31.3

Construction

i 1,266,633

i 8.0

i 1,223,814

i 7.0

Land

i 335,849

i 2.1

i 317,847

i 1.8

Total commercial real estate

i 7,251,023

i 45.8

i 7,020,467

i 40.1

Consumer real estate:

Home equity loans

i 320,597

i 2.0

i 329,390

i 1.9

Home equity lines of credit

i 478,978

i 3.0

i 452,854

i 2.6

Other

i 563,464

i 3.6

i 548,530

i 3.1

Total consumer real estate

i 1,363,039

i 8.6

i 1,330,774

i 7.6

Total real estate

i 8,614,062

i 54.4

i 8,351,241

i 47.7

Consumer and other

i 482,921

i 3.1

i 505,680

i 2.9

Total loans

i 15,832,670

i 100.0

i 17,481,309

i 100.0

Concentrations of Credit. Most of our lending activity occurs within the State of Texas, including the four largest metropolitan areas of Austin, Dallas/Ft. Worth, Houston and San Antonio, as well as other markets. The majority of our loan portfolio consists of commercial and industrial and commercial real estate loans. As of September 30, 2021, there were i no concentrations of loans related to any single industry in excess of i 10% of total loans. The largest industry concentration was related to the energy industry, which totaled i 6.2% of total loans, or i 6.5% excluding PPP loans. Unfunded commitments to extend credit and standby letters of credit issued to customers in the energy industry totaled $ i 1.0 billion and $ i 63.7 million, respectively, as of September 30, 2021.

Foreign Loans. We have U.S. dollar denominated loans and commitments to borrowers in Mexico. The outstanding balance of these loans and the unfunded amounts available under these commitments were not significant at September 30, 2021 or December 31, 2020.

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 $ i 318.8 million at September 30, 2021 and $ i 353.1 million at December 31, 2020.

Accrued Interest Receivable. Accrued interest receivable on loans totaled $ i 39.0 million and $ i 48.7 million at September 30, 2021 and December 31, 2020, respectively and is included in accrued interest receivable and other assets in the accompany consolidated balance sheets.

COVID-19 Loan Deferments. Certain borrowers have been unable to meet their contractual payment obligations because of the adverse effects of COVID-19. To help mitigate these effects, loan customers were able to apply for a deferral of payments, or portions thereof, for up to 90 days. After 90 days, customers were able to apply for an additional deferral, and a small proportion of our customers requested such an additional deferral. In the absence of other intervening factors, such short-term modifications made on a good faith basis have not been categorized as troubled debt restructurings, nor have loans granted payment deferrals related to COVID-19 been reported as past due or placed on non-accrual status (provided the loans were not past due or on non-accrual status prior to the deferral). As of September 30, 2021, the amount of loans remaining in COVID-19 related deferment was not significant.

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:

Total Non-Accrual

Non-Accrual with No Credit Loss Allowance

Total Non-Accrual

Non-Accrual with No Credit Loss Allowance

Commercial and industrial

i 19,349

i 11,611

i 19,849

i 4,479

Energy

i 23,347

i 7,224

i 23,168

i 639

Paycheck Protection Program

i —

Commercial real estate:

Buildings, land and other

i 12,247

i 8,770

i 15,737

i 14,116

Construction

i 1,632

i 664

i 1,684

Consumer real estate

i 480

i 178

i 993

Consumer and other

i —

i 18

i —

Total

i 57,055

i 28,447

i 61,449

i 21,911

/ i

The following table presents non-accrual loans as of September 30, 2021 by class and year of origination.

2021

2020

2019

2018

2017

Prior

Revolving Loans

Revolving Loans Converted to Term

Total

Commercial and industrial

i 315

i 7,922

i 4,211

i 676

i 882

i 370

i 2,067

i 2,906

i 19,349

Energy

i —

i 477

i 6,467

i 1,513

i —

i 323

i 12,170

i 2,397

i 23,347

Paycheck Protection Program

i —

Commercial real estate:

Buildings, land and other

i 2,096

i 1,723

i 2,811

i 824

i 2,051

i 2,742

i —

i 12,247

Construction

i —

i 1,632

i —

i 1,632

Consumer real estate

i —

i 443

i —

i 37

i 480

Consumer and other

i —

Total

i 2,411

i 11,754

i 13,489

i 3,013

i 2,933

i 3,878

i 14,237

i 5,340

i 57,055

Had non-accrual loans performed in accordance with their original contract terms, we would have recognized additional interest income, net of tax, of approximately $ i 474 thousand and $ i 1.4 million for the three and nine months ended September 30, 2021, and approximately $ i 670 thousand and $ i 2.3 million for the three and nine months ended September 30, 2020.

An age analysis of past due loans (including both accruing and non-accruing loans), segregated by class of loans, as of September 30, 2021 was as follows:

Loans
30-89 Days
Past Due

Loans
90 or More
Days
Past Due

Total
Past Due
Loans

Current
Loans

Total
Loans

Accruing
Loans 90 or
More Days
Past Due

Commercial and industrial

i 42,705

i 8,634

i 51,339

i 4,878,317

i 4,929,656

i 7,522

Energy

i 1,237

i 13,233

i 14,470

i 963,741

i 978,211

i 965

Paycheck Protection Program

i —

i 827,820

i —

Commercial real estate:

Buildings, land and other

i 20,910

i 19,190

i 40,100

i 5,944,290

i 5,984,390

i 12,224

Construction

i —

i 1,266,633

i —

Consumer real estate

i 4,148

i 2,101

i 6,249

i 1,356,790

i 1,363,039

i 1,985

Consumer and other

i 3,678

i 1,029

i 4,707

i 478,214

i 482,921

i 1,029

Total

i 72,678

i 44,187

i 116,865

i 15,715,805

i 15,832,670

i 23,725

Troubled Debt Restructurings. i Troubled debt restructurings during the nine months ended September 30, 2021 and 2020 are set forth in the following table.

Nine Months Ended
September 30, 2021

Nine Months Ended
September 30, 2020

Balance at
Restructure

Balance at
Period-End

Balance at
Restructure

Balance at
Period-End

Commercial and industrial

i 1,312

i 1,237

i 3,660

i 1,415

Energy

i 3,817

i 3,566

i —

Commercial real estate:

Buildings, land and other

i 1,888

i 1,875

i 6,606

i 6,585

Construction

i —

i 1,192

i 1,181

Consumer and other

i —

i 1,104

i 104

i 7,017

i 6,678

i 12,562

i 9,285

Loan modifications are typically related to extending amortization periods, converting loans to interest only for a limited period of time, deferral of interest payments, waiver of certain covenants, consolidating notes and/or reducing collateral or interest rates. The modifications during the reported periods did not significantly impact our determination of the allowance for credit losses on loans.

Additional information related to restructured loans as of or for the nine months ended September 30, 2021 and 2020 is set forth in the following table.


	September 30, 2021		September 30, 2020
Restructured loans past due in excess of 90 days at period-end:
Number of loans	i 1		i 2
Dollar amount of loans	$	i 306	$	i 3,682
Restructured loans on non-accrual status at period end	i 5,072		i 5,353
Charge-offs of restructured loans:
Recognized in connection with restructuring	i —		i —
Recognized on previously restructured loans	i 1,433		i 2,188

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) 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 2020 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.

The following tables present weighted-average risk grades for all commercial loans, by class and year of origination/renewal as of September 30, 2021. Paycheck Protection Program (“PPP”) loans are excluded as such loans are fully guaranteed by the Small Business Administration (“SBA”).

2021

2020

2019

2018

2017

Prior

Revolving Loans

Revolving Loans Converted to Term

Total

W/A Risk Grade

Commercial and industrial

Risk grades 1-8

i 1,009,752

i 730,976

i 405,216

i 201,578

i 160,431

i 149,611

i 1,875,496

i 65,603

i 4,598,663

i 6.04

Risk grade 9

i 9,569

i 35,274

i 30,953

i 26,216

i 12,258

i 18,329

i 70,412

i 5,272

i 208,283

i 9.00

Risk grade 10

i 28,117

i 6,546

i 1,871

i 4,653

i 1,358

i 112

i 12,954

i 1,652

i 57,263

i 10.00

Risk grade 11

i 1,326

i 8,603

i 9,644

i 4,160

i 3,098

i 279

i 7,189

i 11,799

i 46,098

i 11.00

Risk grade 12

i 135

i 7,922

i 3,263

i 676

i 411

i 370

i 962

i 1,974

i 15,713

i 12.00

Risk grade 13

i 180

i —

i 948

i —

i 471

i —

i 1,105

i 932

i 3,636

i 13.00

i 1,049,079

i 789,321

i 451,895

i 237,283

i 178,027

i 168,701

i 1,968,118

i 87,232

i 4,929,656

i 6.29

W/A risk grade

i 5.97

i 6.35

i 6.91

i 7.04

i 6.20

i 5.94

i 6.17

i 7.60

i 6.29

Energy

Risk grades 1-8

i 350,757

i 10,562

i 10,339

i 7,060

i 3,958

i 4,518

i 392,527

i 68,437

i 848,158

i 5.94

Risk grade 9

i 32,434

i 712

i 1,831

i 270

i —

i 737

i 10,136

i 2,574

i 48,694

i 9.00

Risk grade 10

i —

i 115

i 703

i 668

i —

i 860

i 478

i 2,824

i 10.00

Risk grade 11

i 11,517

i 1,168

i 17,711

i 1,607

i —

i 573

i 19,133

i 3,479

i 55,188

i 11.00

Risk grade 12

i —

i 34

i 4,777

i 90

i —

i 323

i 4,641

i 99

i 9,964

i 12.00

Risk grade 13

i —

i 443

i 1,690

i 1,423

i —

i 7,529

i 2,298

i 13,383

i 13.00

i 394,708

i 13,034

i 37,051

i 11,118

i 3,958

i 6,151

i 434,826

i 77,365

i 978,211

i 6.55

W/A risk grade

i 6.37

i 8.13

i 9.98

i 8.77

i 7.19

i 7.84

i 6.26

i 6.76

i 6.55

Commercial real estate:

Buildings, land, other

Risk grades 1-8

i 1,153,181

i 1,146,764

i 862,629

i 578,768

i 517,822

i 842,409

i 44,525

i 75,360

i 5,221,458

i 6.90

Risk grade 9

i 13,873

i 143,504

i 70,218

i 48,372

i 29,691

i 34,746

i 4,669

i 6,858

i 351,931

i 9.00

Risk grade 10

i 14,376

i 16,956

i 69,882

i 51,903

i 65,363

i 55,732

i —

i 274,212

i 10.00

Risk grade 11

i 3,995

i 19,766

i 11,351

i 7,615

i 32,698

i 40,245

i 3,000

i 5,872

i 124,542

i 11.00

Risk grade 12

i 1,896

i 1,723

i 2,511

i 824

i 2,051

i 2,492

i —

i 11,497

i 12.00

Risk grade 13

i 200

i —

i 300

i —

i 250

i —

i 750

i 13.00

i 1,187,521

i 1,328,713

i 1,016,891

i 687,482

i 647,625

i 975,874

i 52,194

i 88,090

i 5,984,390

i 7.27

W/A risk grade

i 7.21

i 7.27

i 7.40

i 7.37

i 7.38

i 7.04

i 7.30

i 7.15

i 7.27

Construction

Risk grades 1-8

i 429,990

i 284,149

i 299,927

i 20,457

i —

i 2,593

i 144,950

i —

i 1,182,066

i 7.03

Risk grade 9

i 37,113

i 32,002

i —

i 513

i —

i 13,307

i —

i 82,935

i 9.00

Risk grade 10

i —

i 10.00

Risk grade 11

i —

i 11.00

Risk grade 12

i —

i 1,432

i —

i 1,432

i 12.00

Risk grade 13

i —

i 200

i —

i 200

i 13.00

i 467,103

i 317,783

i 299,927

i 20,457

i 513

i 2,593

i 158,257

i —

i 1,266,633

i 7.16

W/A risk grade

i 7.13

i 6.87

i 7.46

i 7.45

i 9.00

i 6.79

i 7.24

i —

i 7.16

Total commercial real estate

i 1,654,624

i 1,646,496

i 1,316,818

i 707,939

i 648,138

i 978,467

i 210,451

i 88,090

i 7,251,023

i 7.25

W/A risk grade

i 7.19

i 7.41

i 7.38

i 7.04

i 7.26

i 7.15

i 7.25

In the table above, certain loans are reported as 2021 originations and have risk grades of 11 or higher. These loans were, for the most part, first originated in various years prior to 2021 but were renewed in the current year.

The following tables present weighted average risk grades for all commercial loans by class as of December 31, 2020. Refer to our 2020 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

i 6.13

i 4,506,121

i 5.99

i 968,144

i 6.97

i 5,047,873

i 6.99

i 1,110,025

i 6.98

i 6,157,898

Risk grade 9

i 9.00

i 256,198

i 9.00

i 133,547

i 9.00

i 325,227

i 9.00

i 72,287

i 9.00

i 397,514

Risk grade 10

i 10.00

i 125,977

i 10.00

i 46,427

i 10.00

i 258,454

i 10.00

i 38,962

i 10.00

i 297,416

Risk grade 11

i 11.00

i 47,196

i 11.00

i 63,912

i 11.00

i 149,362

i 11.00

i 856

i 11.00

i 150,218

Risk grade 12

i 12.00

i 14,528

i 12.00

i 13,741

i 12.00

i 15,224

i 12.00

i 1,684

i 12.00

i 16,908

Risk grade 13

i 13.00

i 5,321

i 13.00

i 9,427

i 13.00

i 513

i 13.00

i —

i 13.00

i 513

Total

i 6.45

i 4,955,341

i 6.85

i 1,235,198

i 7.34

i 5,796,653

i 7.22

i 1,223,814

i 7.32

i 7,020,467

/ i

Information about the payment status of consumer loans, segregated by portfolio segment and year of origination, as of September 30, 2021 was as follows:

2021

2020

2019

2018

2017

Prior

Revolving Loans

Revolving Loans Converted to Term

Total

Consumer real estate:

Past due 30-89 days

i 396

i 34

i 277

i 370

i 326

i 1,187

i 174

i 1,384

i 4,148

Past due 90 or more days

i —

i 110

i 11

i 226

i 645

i 967

i 142

i 2,101

Total past due

i 396

i 34

i 387

i 381

i 552

i 1,832

i 1,141

i 1,526

i 6,249

Current loans

i 235,725

i 283,853

i 111,449

i 62,416

i 54,827

i 132,108

i 464,440

i 11,972

i 1,356,790

Total

i 236,121

i 283,887

i 111,836

i 62,797

i 55,379

i 133,940

i 465,581

i 13,498

i 1,363,039

Consumer and other:

Past due 30-89 days

i 1,527

i 283

i 182

i 89

i 63

i 18

i 481

i 1,035

i 3,678

Past due 90 or more days

i 576

i 10

i —

i 90

i —

i 353

i 1,029

Total past due

i 2,103

i 293

i 182

i 179

i 63

i 18

i 481

i 1,388

i 4,707

Current loans

i 39,156

i 20,924

i 10,442

i 3,268

i 1,844

i 1,391

i 374,993

i 26,196

i 478,214

Total

i 41,259

i 21,217

i 10,624

i 3,447

i 1,907

i 1,409

i 375,474

i 27,584

i 482,921

/ i

Revolving loans that converted to term during the three and nine months ended September 30, 2021 and 2020 were as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

2021

2020

2021

2020

Commercial and industrial

i 12,009

i 10,224

i 39,551

i 25,340

Energy

i 52,055

i 7,144

i 57,871

i 38,642

Commercial real estate:

Buildings, land and other

i 6,012

i 637

i 37,093

i 8,094

Construction

i —

Consumer real estate

i 330

i 421

i 1,172

i 2,132

Consumer and other

i 1,523

i 5,494

i 7,017

i 15,338

Total

i 71,929

i 23,920

i 142,704

i 89,546

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 2020 Form 10-K, totaled i 130.4 at August 31, 2021 (most recent date available) and i 118.1 at December 31, 2020. A higher TLI value implies more favorable economic conditions.

i 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 2020 Form 10-K.

The following table presents details of the allowance for credit losses on loans segregated by loan portfolio segment as of September 30, 2021 and December 31, 2020. i i 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

Modeled expected credit losses

i 45,395

i 6,962

i 17,033

i 5,934

i 6,412

i 81,736

Q-Factor and other qualitative adjustments

i 14,081

i 104

i 134,071

i 59

i 1,440

i 149,755

Specific allocations

i 4,290

i 13,383

i 950

i 36

i —

i 18,659

Total

i 63,766

i 20,449

i 152,054

i 6,029

i 7,852

i 250,150

Modeled expected credit losses

i 65,645

i 8,910

i 125,126

i 7,926

i 6,945

i 214,552

Q-Factor and other qualitative adjustments

i 2,877

i 21,216

i 9,253

i —

i 33,346

Specific allocations

i 5,321

i 9,427

i 513

i —

i 18

i 15,279

Total

i 73,843

i 39,553

i 134,892

i 7,926

i 6,963

i 263,177

/ i

The following table details activity in the allowance for credit losses on loans by portfolio segment for the three and nine months ended September 30, 2021 and 2020. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories. i i 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

Three months ended:

Beginning balance

i 65,271

i 28,010

i i 147,993 /

i 6,154

i 7,860

i 255,288

Credit loss expense (benefit)

( i 1,020)

( i 7,720)

i 4,007

( i 982)

i 2,692

( i 3,023)

Charge-offs

( i 1,611)

i —

( i 5,073)

( i 6,684)

Recoveries

i 1,126

i 159

i 54

i 857

i 2,373

i 4,569

Net charge-offs

( i 485)

i 159

i 54

i 857

( i 2,700)

( i 2,115)

Ending balance

i 63,766

i 20,449

i 152,054

i 6,029

i 7,852

i 250,150

Beginning balance

i 98,536

i 40,817

i 93,425

i 8,998

i 8,285

i 250,061

Credit loss expense (benefit)

( i 18,547)

i 13,814

i 25,368

i 1,794

i 1,161

i 23,590

Charge-offs

( i 8,605)

i —

( i 242)

( i 1,088)

( i 4,219)

( i 14,154)

Recoveries

i 1,121

i —

i 42

i 573

i 2,242

i 3,978

Net charge-offs

( i 7,484)

i —

( i 200)

( i 515)

( i 1,977)

( i 10,176)

Ending balance

i 72,505

i 54,631

i 118,593

i 10,277

i 7,469

i 263,475

Commercial
and
Industrial

Energy

Commercial
Real Estate

Consumer
Real Estate

Consumer
and Other

Total

Nine months ended:

Beginning balance

i 73,843

i 39,553

i 134,892

i 7,926

i 6,963

i 263,177

Credit loss expense (benefit)

( i 8,886)

( i 19,048)

i 16,583

( i 3,093)

i 7,042

( i 7,402)

Charge-offs

( i 4,485)

( i 1,433)

( i 137)

( i 672)

( i 13,015)

( i 19,742)

Recoveries

i 3,294

i 1,377

i 716

i 1,868

i 6,862

i 14,117

Net (charge-offs) recoveries

( i 1,191)

( i 56)

i 579

i 1,196

( i 6,153)

( i 5,625)

Ending balance

i 63,766

i 20,449

i 152,054

i 6,029

i 7,852

i 250,150

Beginning balance

i 51,593

i 37,382

i 31,037

i 4,113

i 8,042

i 132,167

Impact of adopting ASC 326

i 21,263

( i 10,453)

( i 13,519)

i 2,392

( i 2,248)

( i 2,565)

Credit loss expense (benefit)

i 10,737

i 96,478

i 104,716

i 3,716

i 8,096

i 223,743

Charge-offs

( i 14,815)

( i 68,842)

( i 3,826)

( i 1,508)

( i 13,402)

( i 102,393)

Recoveries

i 3,727

i 66

i 185

i 1,564

i 6,981

i 12,523

Net (charge-offs) recoveries

( i 11,088)

( i 68,776)

( i 3,641)

i 56

( i 6,421)

( i 89,870)

Ending balance

i 72,505

i 54,631

i 118,593

i 10,277

i 7,469

i 263,475

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 September 30, 2021 and December 31, 2020.

Loan
Balance

Specific Allocations

Loan
Balance

Specific Allocations

Commercial and industrial

i 22,717

i 4,290

i 21,287

i 5,321

Energy

i 25,671

i 13,383

i 22,888

i 9,427

Paycheck Protection Program

i —

Commercial real estate:

Buildings, land and other

i 28,619

i 750

i 34,057

i 513

Construction

i 1,632

i 200

i 1,684

i —

Consumer real estate

i 302

i 36

i 561

i —

Consumer and other

i —

i 18

Total

i 78,941

i 18,659

i 80,495

i 15,279

Note 4 - i Goodwill and Other Intangible Assets

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


	September 30, 2021		December 31, 2020
Goodwill	$	i 654,952	$	i 654,952
Other intangible assets:
Core deposits	$	i 845	$	i 1,296
Customer relationships	i 174		i 267
	$	i 1,019	$	i 1,563

/ i

The estimated aggregate future amortization expense for intangible assets remaining as of September 30, 2021 is as follows:


Remainder of 2021	$	i 153
2022	i 481
2023	i 282
2024	i 87
2025	i 11
Thereafter	i 5
	$	i 1,019

Note 5 - i Deposits

Deposits were as follows:

September 30,
2021

Percentage
of Total

December 31,
2020

Percentage
of Total

Non-interest-bearing demand deposits:

Commercial and individual

i 15,997,472

i 40.4

i 13,914,754

i 39.7

Correspondent banks

i 223,466

i 0.6

i 242,225

i 0.7

Public funds

i 930,645

i 2.3

i 960,072

i 2.8

Total non-interest-bearing demand deposits

i 17,151,583

i 43.3

i 15,117,051

i 43.2

Interest-bearing deposits:

Private accounts:

Savings and interest checking

i 10,326,315

i 26.1

i 9,132,789

i 26.1

Money market accounts

i 10,381,703

i 26.2

i 8,977,585

i 25.6

Time accounts

i 1,086,894

i 2.7

i 1,135,575

i 3.3

Total private accounts

i 21,794,912

i 55.0

i 19,245,949

i 55.0

Public funds:

Savings and interest checking

i 580,174

i 1.5

i 597,503

i 1.7

Money market accounts

i 61,028

i 0.1

i 50,070

i 0.1

Time accounts

i 25,070

i 0.1

i 5,188

i —

Total public funds

i 666,272

i 1.7

i 652,761

i 1.8

Total interest-bearing deposits

i 22,461,184

i 56.7

i 19,898,710

i 56.8

Total deposits

i 39,612,767

i 100.0

i 35,015,761

i 100.0

/ i

The following table presents additional information about our deposits:


	September 30, 2021		December 31, 2020
Deposits from the Certificate of Deposit Account Registry Service (CDARS) deposits	$	i —	$	i 372
Deposits from foreign sources (primarily Mexico)	i 1,007,416		i 884,169
Total deposits not covered by deposit insurance	i 21,419,285		i 18,694,320
Time deposits not covered by deposit insurance	i 239,598		i 237,298

Note 6 - i 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 2020 Form 10-K, these transactions include commitments to extend credit and standby letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets. We minimize our exposure to loss under these commitments by subjecting them to credit approval and monitoring procedures.

Financial instruments with off-balance-sheet risk were as follows:


	September 30, 2021		December 31, 2020
Commitments to extend credit	$	i 10,262,077	$	i 9,814,475
Standby letters of credit	i 225,311		i 241,345
Deferred standby letter of credit fees	i 1,935		i 1,723

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 2020 Form 10-K.

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

Three Months Ended
September 30,

Nine Months Ended
September 30,

2021

2020

2021

2020

Beginning balance

i 48,596

i 46,939

i 44,152

i 500

Impact of adopting ASC 326

i —

i 39,377

Credit loss expense

i 3,023

( i 3,276)

i 7,467

i 3,786

Ending balance

i 51,619

i 43,663

i 51,619

i 43,663

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

Three Months Ended
September 30,

Nine Months Ended
September 30,

2021

2020

2021

2020

Amortization of lease right-of-use assets

i 8,172

i 8,521

i 24,584

i 24,545

Short-term lease expense

i 384

i 172

i 1,118

i 1,343

Non-lease components (including taxes, insurance, common maintenance, etc.)

i 2,864

i 2,586

i 8,205

i 8,410

Total

i 11,420

i 11,279

i 33,907

i 34,298

Right-of-use lease assets totaled $ i 278.6 million at September 30, 2021 and $ i 292.1 million at December 31, 2020 and are reported as a component of premises and equipment on our accompanying consolidated balance sheets. The related lease liabilities totaled $ i 310.3 million at September 30, 2021 and $ i 323.0 million at December 31, 2020 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 $ i 7.9 million and $ i 24.0 million during the three and nine months ended September 30, 2021 and $ i 8.0 million and $ i 23.8 million during the three and nine months ended September 30, 2020. There has been i no significant change in our expected future minimum lease payments since December 31, 2020. See the 2020 Form 10-K for information regarding these commitments.

Litigation. We are subject to various claims and legal actions that have arisen in the course of conducting business. Management does not expect the ultimate disposition of these matters to have a material adverse impact on our financial statements.

Note 7 - i 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 2020 Form 10-K. This CECL transitional adjustment totaled $ i 62.3 million and $ i 63.7 million at September 30, 2021 and December 31, 2020, 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 $ i i 145.5 / million of i i i i 4.450 / / / % non-cumulative perpetual preferred stock at September 30, 2021 and December 31, 2020, the details of which are further discussed below. Frost Bank did i i no / t have any additional Tier 1 capital beyond Common Equity Tier 1 at September 30, 2021 or December 31, 2020.

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 $ i i 100.0 / million of qualified subordinated debt and $ i i 133.0 / million of trust preferred securities at both September 30, 2021 and December 31, 2020. All $ i 13.0 million of the trust preferred securities issued by WNB Capital Trust I were redeemed in October 2021.

The following table presents actual and required capital ratios as of September 30, 2021 and December 31, 2020 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 2020 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

Common Equity Tier 1 to Risk-Weighted Assets

Cullen/Frost

i 3,300,979

i 13.42

i 1,722,459

i 7.00

i 1,599,426

i 6.50

Frost Bank

i 3,215,116

i 13.09

i 1,719,451

i 7.00

i 1,596,633

i 6.50

Tier 1 Capital to Risk-Weighted Assets

Cullen/Frost

i 3,446,431

i 14.01

i 2,091,558

i 8.50

i 1,968,525

i 8.00

Frost Bank

i 3,215,116

i 13.09

i 2,087,905

i 8.50

i 1,965,087

i 8.00

Total Capital to Risk-Weighted Assets

Cullen/Frost

i 3,911,272

i 15.90

i 2,583,689

i 10.50

i 2,460,656

i 10.00

Frost Bank

i 3,446,957

i 14.03

i 2,579,177

i 10.50

i 2,456,359

i 10.00

Leverage Ratio

Cullen/Frost

i 3,446,431

i 7.52

i 1,833,156

i 4.00

i 2,291,445

i 5.00

Frost Bank

i 3,215,116

i 7.02

i 1,832,498

i 4.00

i 2,290,623

i 5.00

Common Equity Tier 1 to Risk-Weighted Assets

Cullen/Frost

i 3,058,447

i 12.86

i 1,664,867

i 7.00

i 1,545,948

i 6.50

Frost Bank

i 3,030,093

i 12.77

i 1,661,620

i 7.00

i 1,542,933

i 6.50

Tier 1 Capital to Risk-Weighted Assets

Cullen/Frost

i 3,203,899

i 13.47

i 2,021,624

i 8.50

i 1,902,705

i 8.00

Frost Bank

i 3,030,093

i 12.77

i 2,017,682

i 8.50

i 1,898,995

i 8.00

Total Capital to Risk-Weighted Assets

Cullen/Frost

i 3,672,912

i 15.44

i 2,497,300

i 10.50

i 2,378,381

i 10.00

Frost Bank

i 3,266,106

i 13.76

i 2,492,430

i 10.50

i 2,373,743

i 10.00

Leverage Ratio

Cullen/Frost

i 3,203,899

i 8.07

i 1,589,004

i 4.00

i 1,986,255

i 5.00

Frost Bank

i 3,030,093

i 7.63

i 1,588,200

i 4.00

i 1,985,250

i 5.00

As of September 30, 2021, 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 September 30, 2021 at Cullen/Frost and Frost Bank exceed the minimum levels necessary to be considered “well capitalized.”

Cullen/Frost and Frost Bank are subject to the regulatory capital requirements administered by the Federal Reserve Board and, for Frost Bank, the Federal Deposit Insurance Corporation (“FDIC”). Regulatory authorities can initiate certain mandatory actions if Cullen/Frost or Frost Bank fail to meet the minimum capital requirements, which could have a direct material effect on our financial statements. Management believes, as of September 30, 2021, that Cullen/Frost and Frost Bank meet all capital adequacy requirements to which they are subject.

Preferred Stock. On March 16, 2020, we redeemed all i 6,000,000 shares of our i 5.375% Non-Cumulative Perpetual Preferred Stock, Series A, (“Series A Preferred Stock”) at a redemption price of $ i 25 per share, or an aggregate redemption of $ i 150.0 million. When issued, the net proceeds of the Series A Preferred Stock totaled $ i i 144.5 / million after deducting $ i i 5.5 / million of issuance costs including the underwriting discount and professional service fees, among other things. Upon redemption, these issuance costs were reclassified to retained earnings and reported as a reduction of net income available to common shareholders. On November 19, 2020, we issued i 150,000 shares, or $ i 150.0 million in aggregate liquidation preference, of our i i i i 4.450 / / / % Non-Cumulative Perpetual Preferred Stock, Series B, par value $ i 0.01 and liquidation preference $ i 1,000 per share (“Series B Preferred Stock”). Each share of Series B Preferred Stock issued and outstanding is represented by i 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 $ i 25 per share). Dividends on the Series B Preferred Stock will be non-cumulative and, if declared, accrue and are payable quarterly, in arrears, at a rate of i i i i 4.450 / / / % per annum. 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 $ i 4.5 million of issuance costs including the underwriting discount and professional service fees, among other things, were approximately $ i 145.5 million.

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 27, 2021, our board of directors authorized a $ i 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. i No shares were repurchased under this plan during the first nine months of 2021. Under a prior plan, we repurchased i 177,834 shares at a total cost of $ i 13.7 million during the first quarter of 2020. Under the Basel III Capital Rules, Cullen/Frost may not repurchase or redeem any of its 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 September 30, 2021, Frost Bank could pay aggregate dividends of up to $ i 445.8 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 i 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 - i Derivative Financial Instruments

The fair value of derivative positions outstanding is included in accrued interest receivable and other assets and accrued interest payable and other liabilities in the accompanying consolidated balance sheets and in the net change in each of these financial statement line items in the accompanying consolidated statements of cash flows.

Interest Rate Derivatives. We utilize interest rate swaps, caps and floors to mitigate exposure to interest rate risk and to facilitate the needs of our customers. Our objectives for utilizing these derivative instruments are described in our 2020 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 i i zero / as of September 30, 2021 and December 31, 2020.

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 – liabilities

i 2,758

( i 59)

i 3,724

( i 134)

Non-hedging interest rate derivatives:

Financial institution counterparties:

Loan/lease interest rate swaps – assets

i 127,420

i 641

i —

Loan/lease interest rate swaps – liabilities

i 997,411

( i 22,874)

i 1,173,173

( i 33,812)

Loan/lease interest rate caps – assets

i 405,163

i 2,915

i 356,601

i 1,241

Customer counterparties:

Loan/lease interest rate swaps – assets

i 997,411

i 49,630

i 1,173,173

i 84,424

Loan/lease interest rate swaps – liabilities

i 127,420

( i 1,761)

i —

Loan/lease interest rate caps – liabilities

i 405,163

( i 2,915)

i 356,601

( i 1,241)

The weighted-average rates paid and received for interest rate swaps outstanding at September 30, 2021 were as follows:


	Weighted-Average
	Interest Rate Paid		Interest Rate Received
Interest rate swaps:
Fair value hedge loan/lease interest rate swaps	i 2.75	%	i 0.09	%
Non-hedging interest rate swaps – financial institution counterparties	i 3.78		i 1.87
Non-hedging interest rate swaps – customer counterparties	i 1.87		i 3.78

The weighted-average strike rate for outstanding interest rate caps was i 3.12% at September 30, 2021.

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.

Notional
Units

Notional
Amount

Estimated
Fair Value

Notional
Amount

Estimated
Fair Value

Financial institution counterparties:

Oil – assets

Barrels

i 5,632

i 21,271

i 3,056

i 8,341

Oil – liabilities

Barrels

i 12,228

( i 147,576)

i 6,391

( i 32,112)

Natural gas – assets

MMBTUs

i 18,908

i 3,312

i 9,281

i 1,529

Natural gas – liabilities

MMBTUs

i 39,901

( i 53,923)

i 15,079

( i 3,265)

Customer counterparties:

Oil – assets

Barrels

i 12,276

i 148,742

i 6,391

i 32,670

Oil – liabilities

Barrels

i 5,584

( i 21,245)

i 3,056

( i 8,264)

Natural gas – assets

MMBTUs

i 39,901

i 54,202

i 17,636

i 3,451

Natural gas – liabilities

MMBTUs

i 18,908

( i 3,310)

i 6,724

( i 1,458)

Foreign Currency Derivatives. We enter into foreign currency forward contracts that are not designated as hedging instruments primarily to accommodate the business needs of our customers. Upon the origination of a foreign currency denominated transaction with a customer, we simultaneously enter into an offsetting contract with a third party financial institution to negate the exposure to fluctuations in foreign currency exchange rates. We also utilize foreign currency forward contracts that are not designated as hedging instruments to mitigate the economic effect of fluctuations in foreign currency exchange rates on foreign currency holdings and certain short-term, non-U.S. dollar denominated loans. i The notional amounts and fair values of open foreign currency forward contracts were as follows:

Notional
Currency

Notional
Amount

Estimated
Fair Value

Notional
Amount

Estimated
Fair Value

Financial institution counterparties:

Forward contracts – assets

CAD

i 658

i 2

i —

Customer counterparties:

Forward contracts – assets

CAD

i 658

i 2

i —

Gains, Losses and Derivative Cash Flows. For fair value hedges, the changes in the fair value of both the derivative hedging instrument and the hedged item are included in other non-interest income or other non-interest expense. The extent that such changes in fair value do not offset represents hedge ineffectiveness. Net cash flows from interest rate swaps on commercial loans/leases designated as hedging instruments in effective hedges of fair value are included in interest income on loans. For non-hedging derivative instruments, gains and losses due to changes in fair value and all cash flows are included in other non-interest income and other non-interest expense.

Amounts included in the consolidated statements of income related to interest rate derivatives designated as hedges of fair value were as follows:

Three Months Ended
September 30,

Nine Months Ended
September 30,

2021

2020

2021

2020

Commercial loan/lease interest rate swaps:

Amount of gain (loss) included in interest income on loans

( i 21)

( i 36)

( i 74)

( i 79)

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

i 3

i 2

i 8

i 6

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.

During the first three months of 2020, we sold certain non-hedge related, short-term put options on U.S. Treasury securities with an aggregate notional amount of $ i 500 million and realized gains totaling approximately $ i 6.0 million in connection with the sales. The put options were not exercised and expired in March 2020.

Amounts included in the consolidated statements of income related to non-hedge related derivative instruments are presented in the table below.

Three Months Ended
September 30,

Nine Months Ended
September 30,

2021

2020

2021

2020

Non-hedging interest rate derivatives:

Other non-interest income

i 946

i 280

i 2,674

i 2,615

Other non-interest expense

i —

i 1

( i 1)

i 1

Non-hedging commodity derivatives:

Other non-interest income

i 1,143

i 379

i 3,266

i 1,057

Non-hedging foreign currency derivatives:

Other non-interest income

i 4

i 10

i 34

i 28

Non-hedging put options:

Other non-interest income

i —

i 5,980

Counterparty Credit Risk. Our credit exposure relating to interest rate swaps, commodity swaps/options and foreign currency forward contracts with bank customers was approximately $ i 227.4 million at September 30, 2021. This credit exposure is partly mitigated as transactions with customers are generally secured by the collateral, if any, securing the underlying transaction being hedged. Our credit exposure, net of collateral pledged, relating to interest rate swaps, commodity swaps/options and foreign currency forward contracts with upstream financial institution counterparties was approximately $ i 12.5 million at September 30, 2021. This amount was primarily related to initial margin payments to the CME and excess collateral we posted to counterparties. Collateral levels for upstream financial institution counterparties are monitored and adjusted as necessary. See Note 9 – Balance Sheet Offsetting and Repurchase Agreements for additional information regarding our credit exposure with upstream financial institution counterparties. At September 30, 2021, we had $ i 200.9 million in cash collateral related to derivative contracts on deposit with other financial institution counterparties.

Note 9 - i Balance Sheet Offsetting and Repurchase Agreements

Balance Sheet Offsetting. Certain financial instruments, including resell and repurchase agreements and derivatives, may be eligible for offset in the consolidated balance sheet and/or subject to master netting arrangements or similar agreements. Our derivative transactions with upstream financial institution counterparties are generally executed under International Swaps and Derivative Association (“ISDA”) master agreements which include “right of set-off” provisions. In such cases there is generally a legally enforceable right to offset recognized amounts and there may be an intention to settle such amounts on a net basis. Nonetheless, we do not generally offset such financial instruments for financial reporting purposes.

Information about financial instruments that are eligible for offset in the consolidated balance sheet as of September 30, 2021 is presented in the following tables.

Gross Amount
Recognized

Gross Amount
Offset

Net Amount
Recognized

Financial assets:

Derivatives:

Loan/lease interest rate swaps and caps

i 3,556

i —

i 3,556

Commodity swaps and options

i 24,583

i —

i 24,583

Foreign currency forward contracts

i 2

i —

i 2

Total derivatives

i 28,141

i —

i 28,141

Resell agreements

i 7,903

i —

i 7,903

Total

i 36,044

i —

i 36,044

Financial liabilities:

Derivatives:

Loan/lease interest rate swaps and caps

i 22,933

i —

i 22,933

Commodity swaps and options

i 201,499

i —

i 201,499

Total derivatives

i 224,432

i —

i 224,432

Repurchase agreements

i 2,200,029

i —

i 2,200,029

Total

i 2,424,461

i —

i 2,424,461

Gross Amounts Not Offset

Net Amount
Recognized

Financial
Instruments

Collateral

Net
Amount

Financial assets:

Derivatives:

Counterparty A

i 4

( i 4)

i —

Counterparty B

i 12,537

( i 12,537)

i —

Other counterparties

i 15,600

( i 15,600)

i —

Total derivatives

i 28,141

( i 28,141)

i —

Resell agreements

i 7,903

i —

( i 7,903)

i —

Total

i 36,044

( i 28,141)

( i 7,903)

i —

Financial liabilities:

Derivatives:

Counterparty A

i 4,577

( i 4)

( i 4,573)

i —

Counterparty B

i 77,110

( i 12,537)

( i 60,860)

i 3,713

Counterparty C

i 19

i —

( i 19)

i —

Other counterparties

i 142,726

( i 15,600)

( i 122,984)

i 4,142

Total derivatives

i 224,432

( i 28,141)

( i 188,436)

i 7,855

Repurchase agreements

i 2,200,029

i —

( i 2,200,029)

i —

Total

i 2,424,461

( i 28,141)

( i 2,388,465)

i 7,855

Information about financial instruments that are eligible for offset in the consolidated balance sheet as of December 31, 2020 is presented in the following tables.

Gross Amount
Recognized

Gross Amount
Offset

Net Amount
Recognized

Financial assets:

Derivatives:

Loan/lease interest rate swaps and caps

i 1,241

i —

i 1,241

Commodity swaps and options

i 9,870

i —

i 9,870

Total derivatives

i 11,111

i —

i 11,111

Resell agreements

i —

Total

i 11,111

i —

i 11,111

Financial liabilities:

Derivatives:

Loan/lease interest rate swaps and caps

i 33,946

i —

i 33,946

Commodity swaps and options

i 35,377

i —

i 35,377

Total derivatives

i 69,323

i —

i 69,323

Repurchase agreements

i 2,068,147

i —

i 2,068,147

Total

i 2,137,470

i —

i 2,137,470

Gross Amounts Not Offset

Net Amount
Recognized

Financial
Instruments

Collateral

Net
Amount

Financial assets:

Derivatives:

Counterparty A

i 2

( i 2)

i —

Counterparty B

i 5,838

( i 5,838)

i —

Other counterparties

i 5,271

( i 5,271)

i —

Total derivatives

i 11,111

( i 11,111)

i —

Resell agreements

i —

Total

i 11,111

( i 11,111)

i —

Financial liabilities:

Derivatives:

Counterparty A

i 6,430

( i 2)

( i 6,428)

i —

Counterparty B

i 20,722

( i 5,838)

( i 14,700)

i 184

Counterparty C

i 71

i —

( i 71)

i —

Other counterparties

i 42,100

( i 5,271)

( i 35,832)

i 997

Total derivatives

i 69,323

( i 11,111)

( i 57,031)

i 1,181

Repurchase agreements

i 2,068,147

i —

( i 2,068,147)

i —

Total

i 2,137,470

( i 11,111)

( i 2,125,178)

i 1,181

Repurchase Agreements. We utilize securities sold under agreements to repurchase to facilitate the needs of our customers and to facilitate secured short-term funding needs. Securities sold under agreements to repurchase are stated at the amount of cash received in connection with the transaction. We monitor collateral levels on a continuous basis. We may be required to provide additional collateral based on the fair value of the underlying securities. Securities pledged as collateral under repurchase agreements are maintained with our safekeeping agents.

The remaining contractual maturity of repurchase agreements in the consolidated balance sheets as of September 30, 2021 and December 31, 2020 is presented in the following tables.

Remaining Contractual Maturity of the Agreements

Overnight and Continuous

Up to 30 Days

30-90 Days

Greater than 90 Days

Total

Repurchase agreements:

U.S. Treasury

i 1,122,968

i —

i 1,122,968

Residential mortgage-backed securities

i 1,077,061

i —

i 1,077,061

Total borrowings

i 2,200,029

i —

i 2,200,029

Gross amount of recognized liabilities for repurchase agreements

i 2,200,029

Amounts related to agreements not included in offsetting disclosures above

i —

Repurchase agreements:

U.S. Treasury

i 692,860

i —

i 692,860

Residential mortgage-backed securities

i 1,375,287

i —

i 1,375,287

Total borrowings

i 2,068,147

i —

i 2,068,147

Gross amount of recognized liabilities for repurchase agreements

i 2,068,147

Amounts related to agreements not included in offsetting disclosures above

i —

Note 10 - i Stock-Based Compensation

A combined summary of activity in our active stock plans is presented in the table. Performance stock units outstanding are presented assuming attainment of the maximum payout rate as set forth by the performance criteria. As of September 30, 2021, there were i 917,440 shares remaining available for grant for future stock-based compensation awards.

Director Deferred
Stock Units
Outstanding

Non-Vested Stock
Awards/Stock Units
Outstanding

Performance Stock Units Outstanding

Stock Options
Outstanding

Number of Units

Weighted-
Average
Fair Value
at Grant

Number
of Shares/Units

Weighted-
Average
Fair Value
at Grant

Number of Units

Weighted-
Average
Fair Value
at Grant

Number
of Shares

Weighted-
Average
Exercise
Price

Balance, January 1, 2021

i 52,860

i 75.47

i 470,359

i 86.24

i 201,257

i 77.18

i 1,739,559

i 66.11

Authorized

—

Granted

i 5,940

i 117.90

—

Exercised/vested

( i 2,499)

i 92.03

( i 1,213)

i 98.90

( i 35,131)

i 92.27

( i 611,201)

i 61.86

Forfeited/expired

—

( i 26,439)

i 87.08

( i 9,752)

i 75.70

—

Balance, September 30, 2021

i 56,301

i 79.21

i 442,707

i 86.16

i 156,374

i 73.88

i 1,128,358

i 68.41

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. i Shares issued in connection with stock compensation awards along with other related information were as follows:

Three Months Ended
September 30,

Nine Months Ended
September 30,

2021

2020

2021

2020

New shares issued from available authorized shares

i —

Shares issued from available treasury stock

i 21,968

i 53,425

i 650,044

i 196,948

Total

i 21,968

i 53,425

i 650,044

i 196,948

Proceeds from stock option exercises

i 1,128

i 2,698

i 37,810

i 7,544

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

Stock-based compensation expense and the related income tax benefit is presented in the following table.

Three Months Ended
September 30,

Nine Months Ended
September 30,

2021

2020

2021

2020

Non-vested stock awards/stock units

i 1,559

i 1,999

i 5,210

i 6,325

Director deferred stock units

i i — /

i —

i 700

i 770

Performance stock units

i 426

i 444

i 1,846

i 1,132

Total

i 1,985

i 2,443

i 7,756

i 8,227

Income tax benefit

i 281

i 450

i 1,162

i 1,539

/ i

Unrecognized stock-based compensation expense at September 30, 2021 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 awards/stock units	$	i 10,918
Performance stock units	i 4,450
Total	$	i 15,368

Note 11 - i Earnings Per Common Share

Earnings per common share is computed using the two-class method as more fully described in our 2020 Form 10-K. i The following table presents a reconciliation of net income available to common shareholders, net earnings allocated to common stock and the number of shares used in the calculation of basic and diluted earnings per common share.

Three Months Ended
September 30,

Nine Months Ended
September 30,

2021

2020

2021

2020

Net income

i 107,975

i 95,056

i 342,058

i 242,881

Less: Preferred stock dividends

i 1,668

i —

i 5,488

i 2,016

Redemption of preferred stock

i —

i 5,514

Net income available to common shareholders

i 106,307

i 95,056

i 336,570

i 235,351

Less: Earnings allocated to participating securities

i 932

i 877

i 3,228

i 2,236

Net earnings allocated to common stock

i 105,375

i 94,179

i 333,342

i 233,115

Distributed earnings allocated to common stock

i 47,740

i 44,546

i 139,224

i 133,511

Undistributed earnings allocated to common stock

i 57,635

i 49,633

i 194,118

i 99,604

Net earnings allocated to common stock

i 105,375

i 94,179

i 333,342

i 233,115

Weighted-average shares outstanding for basic earnings per common share

i 63,652,020

i 62,726,542

i 63,522,884

i 62,655,393

Dilutive effect of stock compensation

i 444,636

i 193,116

i 489,219

i 263,028

Weighted-average shares outstanding for diluted earnings per common share

i 64,096,656

i 62,919,658

i 64,012,103

i 62,918,421

Note 12 - i Defined Benefit Plans

The components of the combined net periodic expense (benefit) for our defined benefit pension plans are presented in the table below.

Three Months Ended
September 30,

Nine Months Ended
September 30,

2021

2020

2021

2020

Expected return on plan assets, net of expenses

( i 3,210)

( i 3,073)

( i 9,630)

( i 9,217)

Interest cost on projected benefit obligation

i 835

i 1,252

i 2,506

i 3,757

Net amortization and deferral

i 1,529

i 1,330

i 4,587

i 3,989

Net periodic expense (benefit)

( i 846)

( i 491)

( i 2,537)

( i 1,471)

Our non-qualified defined benefit pension plan is not funded. i No contributions to the qualified defined benefit pension plan were made during the nine months ended September 30, 2021. We do i not expect to make any contributions to the qualified defined benefit plan during the remainder of 2021.

Note 13 - i Income Taxes

Income tax expense was as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Current income tax expense (benefit)	$	i 13,849		$	( i 33,614)		$	i 31,639		$	i 20,328
Deferred income tax expense (benefit)	( i 516)			i 43,130			i 4,672			( i 8,803)
Income tax expense, as reported	$	i 13,333		$	i 9,516		$	i 36,311		$	i 11,525
Effective tax rate	i 11.0		%	i 9.1		%	i 9.6		%	i 4.5		%

We had a net deferred tax liability totaling $ i 78.9 million at September 30, 2021 and $ i 117.5 million at December 31, 2020. i No valuation allowance for deferred tax assets was recorded at September 30, 2021 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 i i 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. The effective tax rates during 2020 were also impacted by a one-time, discrete tax benefit associated with an asset contribution to a charitable trust during the second quarter. There were i i no / unrecognized tax benefits during any of the reported periods. Interest and/or penalties related to income taxes are reported as a component of income tax expense. Such amounts were not significant during the reported periods.

We file income tax returns in the U.S. federal jurisdiction. We are no longer subject to U.S. federal income tax examinations by tax authorities for years before 2017.

Note 14 - i Other Comprehensive Income (Loss)

i The before and after tax amounts allocated to each component of other comprehensive income (loss) are presented in the following table. Reclassification adjustments related to securities available for sale are included in net gain (loss) on securities transactions in the accompanying consolidated statements of income. Reclassification adjustments related to defined-benefit post-retirement benefit plans are included in the computation of net periodic pension expense (see Note 12 – Defined Benefit Plans).

Three Months Ended
September 30, 2021

Three Months Ended
September 30, 2020

Before Tax
Amount

Tax Expense,
(Benefit)

Net of Tax
Amount

Before Tax
Amount

Tax Expense,
(Benefit)

Net of Tax
Amount

Securities available for sale and transferred securities:

Change in net unrealized gain/loss during the period

( i 80,668)

( i 16,941)

( i 63,727)

i 20,332

i 4,269

i 16,063

Change in net unrealized gain on securities transferred to held to maturity

( i 237)

( i 49)

( i 188)

( i 294)

( i 62)

( i 232)

Reclassification adjustment for net (gains) losses included in net income

i —

Total securities available for sale and transferred securities

( i 80,905)

( i 16,990)

( i 63,915)

i 20,038

i 4,207

i 15,831

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)

i 1,529

i 321

i 1,208

i 1,330

i 280

i 1,050

Total defined-benefit post-retirement benefit plans

i 1,529

i 321

i 1,208

i 1,330

i 280

i 1,050

Total other comprehensive income (loss)

( i 79,376)

( i 16,669)

( i 62,707)

i 21,368

i 4,487

i 16,881

Nine Months Ended
September 30, 2021

Nine Months Ended
September 30, 2020

Before Tax
Amount

Tax Expense,
(Benefit)

Net of Tax
Amount

Before Tax
Amount

Tax Expense,
(Benefit)

Net of Tax
Amount

Securities available for sale and transferred securities:

Change in net unrealized gain/loss during the period

( i 209,779)

( i 44,054)

( i 165,725)

i 406,959

i 85,462

i 321,497

Change in net unrealized gain on securities transferred to held to maturity

( i 741)

( i 155)

( i 586)

( i 979)

( i 206)

( i 773)

Reclassification adjustment for net (gains) losses included in net income

i —

( i 108,989)

( i 22,888)

( i 86,101)

Total securities available for sale and transferred securities

( i 210,520)

( i 44,209)

( i 166,311)

i 296,991

i 62,368

i 234,623

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)

i 4,587

i 963

i 3,624

i 3,989

i 837

i 3,152

Total defined-benefit post-retirement benefit plans

i 4,587

i 963

i 3,624

i 3,989

i 837

i 3,152

Total other comprehensive income (loss)

( i 205,933)

( i 43,246)

( i 162,687)

i 300,980

i 63,205

i 237,775

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

Securities
Available
For Sale

Defined
Benefit
Plans

Accumulated
Other
Comprehensive
Income

Balance January 1, 2021

i 563,801

( i 50,831)

i 512,970

Other comprehensive income (loss) before reclassifications

( i 166,311)

i —

( i 166,311)

Reclassification of amounts included in net income

i —

i 3,624

Net other comprehensive income (loss) during period

( i 166,311)

i 3,624

( i 162,687)

Balance at September 30, 2021

i 397,490

( i 47,207)

i 350,283

Balance January 1, 2020

i 313,304

( i 45,934)

i 267,370

Other comprehensive income (loss) before reclassifications

i 320,724

i —

i 320,724

Reclassification of amounts included in net income

( i 86,101)

i 3,152

( i 82,949)

Net other comprehensive income (loss) during period

i 234,623

i 3,152

i 237,775

Balance at September 30, 2020

i 547,927

( i 42,782)

i 505,145

Note 15 – i Operating Segments

We are managed under a matrix organizational structure whereby our i two primary operating segments, Banking and Frost Wealth Advisors, overlap a regional reporting structure. See our 2020 Form 10-K for additional information regarding our operating segments. i Summarized operating results by segment were as follows:

Banking

Frost Wealth
Advisors

Non-Banks

Consolidated

Three months ended:

Net interest income (expense)

i 247,381

i 536

( i 1,795)

i 246,122

Credit loss expense

( i 6)

i 6

i —

Non-interest income

i 51,279

i 42,369

( i 459)

i 93,189

Non-interest expense

i 185,891

i 31,086

i 1,026

i 218,003

Income (loss) before income taxes

i 112,775

i 11,813

( i 3,280)

i 121,308

Income tax expense (benefit)

i 12,029

i 2,481

( i 1,177)

i 13,333

Net income (loss)

i 100,746

i 9,332

( i 2,103)

i 107,975

Preferred stock dividends

i —

i 1,668

Net income (loss) available to common shareholders

i 100,746

i 9,332

( i 3,771)

i 106,307

Revenues from (expenses to) external customers

i 298,660

i 42,905

( i 2,254)

i 339,311

Net interest income (expense)

i 244,685

i 602

( i 1,864)

i 243,423

Credit loss expense (benefit)

i 20,300

i 2

i —

i 20,302

Non-interest income

i 49,170

i 34,680

( i 249)

i 83,601

Non-interest expense

i 170,290

i 30,052

i 1,808

i 202,150

Income (loss) before income taxes

i 103,265

i 5,228

( i 3,921)

i 104,572

Income tax expense (benefit)

i 9,758

i 1,098

( i 1,340)

i 9,516

Net income (loss) available to common shareholders

i 93,507

i 4,130

( i 2,581)

i 95,056

Revenues from (expenses to) external customers

i 293,855

i 35,282

( i 2,113)

i 327,024

Nine months ended:

Net interest income (expense)

i 748,036

i 1,530

( i 5,407)

i 744,159

Credit loss expense

i 57

i 6

i —

i 63

Non-interest income

i 154,003

i 124,512

( i 843)

i 277,672

Non-interest expense

i 548,151

i 91,037

i 4,211

i 643,399

Income (loss) before income taxes

i 353,831

i 34,999

( i 10,461)

i 378,369

Income tax expense (benefit)

i 32,811

i 7,350

( i 3,850)

i 36,311

Net income (loss)

i 321,020

i 27,649

( i 6,611)

i 342,058

Preferred stock dividends

i —

i 5,488

Net income (loss) available to common shareholders

i 321,020

i 27,649

( i 12,099)

i 336,570

Revenues from (expenses to) external customers

i 902,039

i 126,042

( i 6,250)

i 1,021,831

Net interest income (expense)

i 737,977

i 2,163

( i 6,385)

i 733,755

Credit loss expense

i 227,474

i —

i 227,474

Non-interest income

i 265,492

i 109,330

( i 705)

i 374,117

Non-interest expense

i 525,882

i 94,225

i 5,885

i 625,992

Income (loss) before income taxes

i 250,113

i 17,268

( i 12,975)

i 254,406

Income tax expense (benefit)

i 12,090

i 3,626

( i 4,191)

i 11,525

Net income (loss)

i 238,023

i 13,642

( i 8,784)

i 242,881

Preferred stock dividends

i —

i 2,016

Redemption of preferred stock

i —

i 5,514

Net income (loss) available to common shareholders

i 238,023

i 13,642

( i 16,314)

i 235,351

Revenues from (expenses to) external customers

i 1,003,469

i 111,493

( i 7,090)

i 1,107,872

Note 16 – i 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 2020 Form 10-K for additional information regarding the fair value hierarchy and a description of our valuation techniques.

Financial Assets and Financial Liabilities. i The tables below summarize financial assets and financial liabilities measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020, 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

Securities available for sale:

U.S. Treasury

i 1,685,221

—

i 1,685,221

Residential mortgage-backed securities

—

i 2,491,154

—

i 2,491,154

States and political subdivisions

—

i 7,512,489

—

i 7,512,489

Other

—

i 42,358

—

i 42,358

Trading account securities:

U.S. Treasury

i 24,087

—

i 24,087

States and political subdivisions

—

i 1,205

—

i 1,205

Derivative assets:

Interest rate swaps, caps and floors

—

i 53,186

—

i 53,186

Commodity swaps and options

—

i 227,527

i —

i 227,527

Foreign currency forward contracts

i 4

—

i 4

Derivative liabilities:

Interest rate swaps, caps and floors

—

i 27,609

—

i 27,609

Commodity swaps and options

—

i 226,054

—

i 226,054

Securities available for sale:

U.S. Treasury

i 1,119,633

—

i 1,119,633

Residential mortgage-backed securities

—

i 1,987,679

—

i 1,987,679

States and political subdivisions

—

i 7,287,902

—

i 7,287,902

Other

—

i 42,351

—

i 42,351

Trading account securities:

U.S. Treasury

i 23,996

—

i 23,996

States and political subdivisions

—

i 460

—

i 460

Derivative assets:

Interest rate swaps, caps and floors

—

i 85,665

—

i 85,665

Commodity swaps and options

—

i 45,535

i 456

i 45,991

Derivative liabilities:

Interest rate swaps, caps and floors

—

i 35,187

—

i 35,187

Commodity swaps and options

—

i 45,099

—

i 45,099

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.

Nine Months Ended
September 30, 2021

Nine Months Ended
September 30, 2020

Level 2

Level 3

Level 2

Level 3

Carrying value before allocations

i 3,329

i 15,274

i 6,388

i 8,660

Specific (allocations) reversals of prior allocations

( i 336)

( i 4,791)

( i 930)

i 14,928

Fair value

i 2,993

i 10,483

i 5,458

i 23,588

Non-Financial Assets and Non-Financial Liabilities. We do not have any non-financial assets or non-financial liabilities measured at fair value on a recurring basis. Non-financial assets measured at fair value on a non-recurring basis during the reported periods 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. i The following table presents foreclosed assets that were remeasured and reported at fair value during the reported periods:


	Nine Months Ended September 30,
	2021		2020




Foreclosed assets remeasured subsequent to initial recognition:
Carrying value of foreclosed assets prior to remeasurement	$	i —	$	i 328
Write-downs included in other non-interest expense	i —		( i 231)
Fair value	$	i —	$	i 97

Financial Instruments Reported at Amortized Cost. i 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:

Carrying
Amount

Estimated
Fair Value

Carrying
Amount

Estimated
Fair Value

Financial assets:

Level 2 inputs:

Cash and cash equivalents

i 16,253,971

i 10,288,853

Securities held to maturity

i 1,759,270

i 1,825,568

i 1,945,673

i 2,052,896

Cash surrender value of life insurance policies

i 189,941

i 189,984

Accrued interest receivable

i 119,232

i 181,432

Level 3 inputs:

Loans, net

i 15,582,520

i 15,656,269

i 17,218,132

i 17,390,683

Financial liabilities:

Level 2 inputs:

Deposits

i 39,612,767

i 39,613,343

i 35,015,761

i 35,018,185

Federal funds purchased

i 27,200

i 48,850

Repurchase agreements

i 2,200,029

i 2,068,147

Junior subordinated deferrable interest debentures

i 136,400

i 137,115

i 136,357

i 137,115

Subordinated notes

i 99,139

i 113,223

i 99,021

i 115,717

Accrued interest payable

i 2,126

i 8,127

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 i i no / financial instruments measured at fair value under the fair value measurement option.

Note 17 - i Accounting Standards Updates

Information about certain recently issued accounting standards updates is presented below. Also refer to Note 20 - Accounting Standards Updates in our 2020 Form 10-K for additional information related to previously issued accounting standards updates.

ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU 2020-04 provides optional expedients and exceptions for accounting related to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. ASU 2020-04 applies only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform and do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. ASU 2020-04 was effective upon issuance and generally can be applied through December 31, 2022. The adoption of ASU 2020-04 did not significantly impact our financial statements.

ASU 2020-08, “Codification Improvements to Subtopic 310-20, Receivables - Nonrefundable Fees and Other Costs.” ASU 2020-08 clarifies the accounting for the amortization of purchase premiums for callable debt securities with multiple call dates. ASU 2020-08 became effective for us on January 1, 2021 and did not have a significant impact on our financial statements.

ASU 2020-09, “Debt (Topic 470): Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762.” ASU 2020-09 amends the ASC to reflect the issuance of an SEC rule related to financial disclosure requirements for subsidiary issuers and guarantors of registered debt securities and affiliates whose securities are pledged as collateral for registered securities. ASU 2020-09 became effective for us on January 4, 2021, concurrent with the effective date of the SEC release, and did not have a significant impact on our financial statements.

ASU 2021-01, “Reference Rate Reform (Topic 848): Scope.” ASU 2021-01 clarifies that certain optional expedients and exceptions in ASC 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. ASU 2021-01 also amends the expedients and exceptions in ASC 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition. ASU 2021-01 was effective upon issuance and generally can be applied through December 31, 2022. The adoption of ASU 2021-01 did not significantly impact our financial statements.

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, 2020, and the other information included in the 2020 Form 10-K. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results for the year ending December 31, 2021 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) with which we and our subsidiaries must comply.

•The soundness of other financial institutions.

•Political instability.

•Impairment of our goodwill or other intangible assets.

•Acts of God or of war or terrorism.

•The timely development and acceptance of new products and services and perceived overall value of these products and services by users.

•Changes in consumer spending, borrowings and savings habits.

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

•Technological changes and the speed of digital transformation.

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

•Our customers' vulnerability to internal and external fraud (including fraudulent e-mail and other communications).

•Acquisitions and integration of acquired businesses.

•Our ability to increase market share and control expenses.

•Our ability to attract and retain qualified employees.

•Changes in the competitive environment in our markets and among banking organizations and other financial service providers.

•The effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters.

•Changes in the reliability of our vendors, internal control systems or information systems.

•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.

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.

Recent Developments Related to COVID-19

Our business has been, and continues to be, impacted by the COVID-19 pandemic. As the pandemic is ongoing and dynamic in nature, there are 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 contain the outbreak or to mitigate its impact (both economic and health-related). Refer to our 2020 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.

Recent actions taken by the U.S. government to further mitigate the economic effects of COVID-19 will also have an impact on our financial position and results of operations. These actions are further discussed below.

During the first quarter of 2021, President Biden signed a number of executive orders relating to stimulus and relief measures. These orders include, among other things, (i) an extension, through March 31, 2021, of the moratorium on evictions and foreclosures, (ii) an extension, through September 30, 2021, of the deferral of federal student loan payments and interest and (iii) an extension, through June 30, 2021, of certain mortgage forbearance programs and guidelines.

On March 11 2021, the American Rescue Plan Act of 2021 (the “ARP Act”) was enacted, implementing a $1.9 trillion package of stimulus and relief proposals. Among other things, the ARP Act provides (i) additional funding for the PPP program and an expansion of the program for the benefit of certain nonprofits, (ii) funding for the Small Business Administration (“SBA”) to make targeted grants for restaurants and similar establishments, (iii) direct cash payments of up to $1,400 to individuals, subject to income provisions, (iv) an increase in the maximum annual Child Tax Credit, subject to income limitation provisions, (v) $300 a week in expanded unemployment insurance lasting through September 6, 2021 and makes $10,200 in unemployment benefits tax free for households, subject to income limitation provisions, (vi) tax relief making any student loan forgiveness incurred between December 31, 2020, and January 1, 2026 non-taxable income, and (vii) funding to support state and local governments; K-12 schools and higher education; the Centers for Disease Control; public transit; rental assistance; child care; and airline industry workers.

On March 27, 2021, the COVID-19 Bankruptcy Relief Extension Act of 2021 was enacted, extending the bankruptcy relief provisions enacted in the CARES Act of 2020 bill until March 27, 2022. These provisions provide financially distressed small businesses and individuals greater access to bankruptcy relief. We are continuing to monitor the potential development of additional legislation and further actions taken by the U.S. government.

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 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 2020 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 $106.3 million, or $1.65 per diluted common share, and $336.6 million, or $5.22 per diluted common share, for the three and nine months ended September 30, 2021 compared to $95.1 million, or $1.50 per diluted common share, and $235.4 million, or $3.71 per diluted common share, for the three and nine months ended September 30, 2020.

Selected data for the comparable periods was as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Taxable-equivalent net interest income	$	269,321		$	267,041		$	813,266		$	805,216
Taxable-equivalent adjustment	23,199			23,618			69,107			71,461
Net interest income	246,122			243,423			744,159			733,755
Credit loss expense	—			20,302			63			227,474
Net interest income after credit loss expense	246,122			223,121			744,096			506,281
Non-interest income	93,189			83,601			277,672			374,117
Non-interest expense	218,003			202,150			643,399			625,992
Income before income taxes	121,308			104,572			378,369			254,406
Income tax expense\(benefit)	13,333			9,516			36,311			11,525
Net income	107,975			95,056			342,058			242,881
Preferred stock dividends	1,668			—			5,488			2,016
Redemption of preferred stock	—			—			—			5,514
Net income available to common shareholders	$	106,307		$	95,056		$	336,570		$	235,351
Earnings per common share – basic	$	1.66		$	1.50		$	5.25		$	3.72
Earnings per common share – diluted	1.65			1.50			5.22			3.71
Dividends per common share	0.75			0.71			2.19			2.13
Return on average assets	0.90		%	0.96		%	1.00		%	0.85		%
Return on average common equity	9.87			9.30			10.72			7.95
Average shareholders’ equity to average assets	9.44			10.31			9.65			10.80

Net income available to common shareholders increased $11.3 million, or 11.8%, for the three months ended September 30, 2021 and increased $101.2 million, or 43.0%, for the nine months ended September 30, 2021 compared to the same periods in 2020. The increase during the three months ended September 30, 2021 was primarily the result of a $20.3 million decrease in credit loss expense, a $9.6 million increase in non-interest income and a $2.7 million increase in net interest income partly offset by a $15.9 million increase in non-interest expense and a $3.8 million increase in income tax expense. The increase during the nine months ended September 30, 2021 was primarily the result of a $227.4 million decrease in credit loss expense and a $10.4 million increase in net interest income partly offset by a $96.4 million decrease in non-interest income, a $24.8 million increase in income tax expense and a $17.4 million increase in non-interest expense. Credit loss expense during 2020 was impacted by both our adoption of a new credit loss accounting standard and the adverse events impacting our loan portfolio, including those arising from the COVID-19 pandemic and the significant volatility in oil prices. Non-interest income during 2020 was impacted by a $109.0 million net gain on securities transactions during the first quarter. Net income available to common shareholders during 2020 was also impacted by the reclassification of $5.5 million of issuance costs associated with our preferred stock to retained earnings upon redemption of the preferred stock.

Details of the changes in the various components of net income are further discussed below.

Net Interest Income

Net interest income is the difference between interest income on earning assets, such as loans and securities, and interest expense on liabilities, such as deposits and borrowings, which are used to fund those assets. Net interest income is our largest source of revenue, representing 72.8% of total revenue during the first nine months of 2021. Net interest margin is the ratio of taxable-equivalent net interest income to average earning assets for the period. The level of interest rates and the volume and mix of earning assets and interest-bearing liabilities impact net interest income and net interest margin.

The Federal Reserve influences the general market rates of interest, including the deposit and loan rates offered by many financial institutions. Our loan portfolio is significantly affected by changes in the prime interest rate. The prime rate began 2020 at 4.75% and decreased 150 basis points in March 2020 to 3.25% where it remained through September 30, 2021. Our loan portfolio is also impacted by changes in the London Interbank Offered Rate (LIBOR). At September 30, 2021, the one-month and three-month U.S. dollar LIBOR interest rates were 0.08% and 0.13%, respectively, while at September 30, 2020, the one-month and three-month U.S. dollar LIBOR interest rates were 0.15% and 0.23%, respectively. The target range for the federal funds rate, which is the cost of immediately available overnight funds, began 2020 at 1.50% to 1.75% and decreased 150 basis points in March 2020 to zero to 0.25% where it remained through September 30, 2021. As noted in our 2020 Form 10-K, the decrease in the target range for the federal funds rate in March 2020 was largely an emergency measure by the Federal Reserve aimed at blunting the economic impact of COVID-19.

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.

The following table presents the changes in taxable-equivalent net interest income and identifies the changes due to differences in the average volume of earning assets and interest-bearing liabilities and the changes due to changes in the average interest rate on those assets and liabilities. The changes in net interest income due to changes in both average volume and average interest rate have been allocated to the average volume change or the average interest rate change in proportion to the absolute amounts of the change in each. The comparison between the quarters includes an additional change factor that shows the effect of the difference in the number of days in each period for assets and liabilities that accrue interest based upon the actual number of days in the period, as further discussed below.


	Three Months Ended
	September 30, 2021 vs. September 30, 2020
	Increase (Decrease) Due to Change in
	Rate		Volume		Number of days		Total
Interest-bearing deposits	$	1,030	$	3,288	$	—	$	4,318
Federal funds sold	3		(6)		—		(3)
Resell agreements	1		(9)		—		(8)
Securities:
Taxable	(1,857)		33		—		(1,824)
Tax-exempt	(802)		(796)		—		(1,598)
Loans, net of unearned discounts	18,752		(18,987)		—		(235)
Total earning assets	17,127		(16,477)		—		650
Savings and interest checking	(147)		142		—		(5)
Money market deposit accounts	404		311		—		715
Time accounts	(2,382)		(50)		—		(2,432)
Public funds	—		2		—		2
Federal funds purchased	3		(1)		—		2
Repurchase agreements	(38)		195		—		157
Junior subordinated deferrable interest debentures	(69)		—		—		(69)
Subordinated notes	—		—		—		—

Total interest-bearing liabilities	(2,229)		599		—		(1,630)
Net change	$	19,356	$	(17,076)	$	—	$	2,280


	Nine Months Ended
	September 30, 2021 vs. September 30, 2020
	Increase (Decrease) Due to Change in
	Rate		Volume		Number of days		Total
Interest-bearing deposits	$	(9,821)	$	10,844	$	(40)	$	983
Federal funds sold	(331)		(375)		(2)		(708)
Resell agreements	(76)		(75)		(1)		(152)
Securities:
Taxable	(8,901)		(1,683)		—		(10,584)
Tax-exempt	—		(8,617)		—		(8,617)
Loans, net of unearned discounts	3,221		5,126		(1,883)		6,464
Total earning assets	(15,908)		5,220		(1,926)		(12,614)
Savings and interest checking	(428)		435		(4)		3
Money market deposit accounts	(9,025)		2,061		(49)		(7,013)
Time accounts	(8,576)		67		(42)		(8,551)
Public funds	(1,627)		209		(5)		(1,423)
Federal funds purchased	(73)		6		(1)		(68)
Repurchase agreements	(3,668)		1,366		(14)		(2,316)
Junior subordinated deferrable interest debentures	(979)		1		—		(978)
Subordinated notes	(6)		6		—		—
Federal home loan bank advances	—		(318)		—		(318)
Total interest-bearing liabilities	(24,382)		3,833		(115)		(20,664)
Net change	$	8,474	$	1,387	$	(1,811)	$	8,050

Taxable-equivalent net interest income for the three months ended September 30, 2021 increased $2.3 million, or 0.9%, while taxable-equivalent net interest income for the nine months ended September 30, 2021 increased $8.1 million, or 1.0%, compared to the same periods in 2020. Taxable-equivalent net interest income for the nine months ended September 30, 2021 included 273 days compared to 274 days for the same period in 2020 as a result of the leap year. The additional day added approximately $1.8 million to taxable-equivalent net interest income during the nine months ended September 30, 2020. Excluding the impact of the additional day results in an effective increase in taxable-equivalent net interest income of approximately $9.9 million during the nine months ended September 30, 2021. The taxable-equivalent net interest margin decreased 48 basis points from 2.95% during the three months ended September 30, 2020 to 2.47% during the three months ended September 30, 2021 while the taxable-equivalent net interest margin decreased 59 basis points from 3.20% during the nine months ended September 30, 2020 to 2.61% during the nine months ended September 30, 2021.

The increase in taxable-equivalent net interest income during the three months ended September 30, 2021 was primarily related to an increase in the average taxable-equivalent yield on loans and interest bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve) and decreases in the average costs of interest-bearing deposit liabilities and other borrowed funds combined with increases in the average volumes of interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve). The impact of these items was partly offset by decreases in the average volume of loans and tax-exempt securities combined with a decrease in the average yield on taxable and tax-exempt securities. The increase in taxable-equivalent net interest income during the nine months ended September 30, 2021 was primarily related to decreases in the average costs of interest-bearing deposit liabilities and other borrowed funds combined with increases in the average volumes of interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve) and loans and an increase in the average taxable-equivalent yield on loans. The positive impact of these items was partly offset by decreases in the average yields on interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve) and taxable securities combined with decreases in the average volumes of tax-exempt and taxable securities and increases in the average volumes of interest-bearing deposit liabilities and repurchase agreements. The decreases in taxable-equivalent net interest margin during the three and nine months ended September 30, 2021 were primarily related to increases in the relative proportion of average interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve) to average total interest-earning assets combined with the aforementioned decreases in market interest rates. Interest-bearing deposits made up approximately 34.7% of average interest-earning assets during the three months ended September 30, 2021 compared to 16.0% during the same period in 2020 while interest-bearing deposits made up approximately 30.4% of average interest-earning assets during the nine months ended September 30, 2021 compared to 13.1% during the same period in 2020.

The average volume of interest-earning assets for the three months ended September 30, 2021 increased $7.2 billion while the average volume of interest-earning assets for the nine months ended September 30, 2021 increased $8.0 billion compared to the same periods in 2020. The increase in the average volume of interest-earning assets during the three months ended September 30, 2021 included a $9.4 billion increase in average interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve) partly offset by a $2.0 billion decrease in average loans (of which approximately $1.8 billion related to PPP loans, as further discussed below), a $123.4 million decrease in average tax-exempt securities, a $54.0 million decrease in average taxable securities, a $12.1 million decrease in average resell agreements and a $9.5 million decrease in average federal funds sold. The increase in the average volume of interest-earning assets during the nine months ended September 30, 2021 included an $8.4 billion increase in average interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve), a $131.9 million increase in average loans (of which approximately $369.2 million related to PPP loans, as further discussed below) partly offset by a $231.0 million decrease in average tax-exempt securities, a $134.7 million decrease in average taxable securities, a $95.1 million decrease in average federal funds sold and a $16.8 million decrease in average resell agreements.

The average taxable-equivalent yield on interest-earning assets decreased 51 basis points from 3.04% during the three months ended September 30, 2020 to 2.53% during the three months ended September 30, 2021 while the average taxable-equivalent yield on interest-earning assets decreased 68 basis points from 3.35% during the nine months ended September 30, 2020 to 2.67% during the nine months ended September 30, 2021. The average taxable-equivalent yield on interest-earning assets during 2021 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 increased 43 basis points from 3.73% during the three months ended September 30, 2020 to 4.16% during the three months ended September 30, 2021 while the average taxable-equivalent yield on loans increased 2 basis points from 4.08% during the nine months ended September 30, 2020 to 4.10% during the nine months ended September 30, 2021. The average taxable-equivalent yields on loans during the three and nine months ended September 30, 2021 were positively impacted by higher average yields on PPP loans but negatively impacted by lower average market interest rates compared to the same periods in 2020. The average volume of loans for the three and nine months ended September 30, 2021 decreased $2.0 billion, or 10.8%, and increased $131.9 million, or 0.8%, respectively, compared to the same periods in 2020. The decrease in average loans during the three months ended September 30, 2021 compared to the same period in 2020 was primarily due to an increase in the average volume of PPP loans forgiven by the SBA during the three months ended September 30, 2021 compared to the same period in 2020. Loans made up approximately 36.8% and 40.3% of average interest-earning assets during the three and nine months ended September 30, 2021, respectively, compared to 49.4% during each of the same respective periods in 2020.

In April 2020, we began originating loans to qualified small businesses under the PPP administered by the SBA under the provisions of the CARES Act. In 2020, we funded $3.3 billion of PPP loans of which approximately $3.2 billion were funded during the second quarter of 2020. As of September 30, 2021, approximately $3.1 billion of these 2020 originated PPP loans have been forgiven by the SBA or repaid by the customer. During the first nine months of 2021, we funded an additional $1.4 billion of PPP loans, most of which was during the first quarter. As of September 30, 2021, approximately $703.9 million of these 2021 originated PPP loans have been forgiven by the SBA or repaid by the customer. During the three and nine months ended September 30, 2021, we recognized $26.5 million and $88.9 million, respectively, 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 and nine months ended September 30, 2020, we recognized approximately $21.1 million and $40.4 million, respectively, in PPP loan related deferred processing fees (net of amortization of related deferred origination costs). As a result of the inclusion of these net fees in interest income, the average yields on PPP loans were 8.72% and 6.23% during the three and nine months ended September 30, 2021, respectively, and 3.65% and 3.86% during the three and nine months ended September 30, 2020, respectively, compared to the stated interest rate of 1.0% on these loans.

The increase in the average yield on PPP Loans during the three and nine months ended September 30, 2021 compared to the same periods in 2020 was primarily due to a decrease in the average expected lives of the PPP loans funded in 2021 compared to 2020. Furthermore, the average fee percentage for 2021 originations was higher due to a smaller average loan size relative to 2020. In return for processing and booking a PPP loan, the SBA paid lenders a processing fee tiered by the size of the loan (5% for loans of not more than $350 thousand; 3% for loans of more than $350 thousand and less than $2 million; and 1% for loans of at least $2 million). For PPP loans funded through September 30, 2021, we expect to recognize additional PPP loan related deferred processing fees (net of deferred origination costs) totaling approximately $11.5 million as a yield adjustment over the remaining expected lives of these loans. Of this amount, we expect to recognize approximately 75% in 2021 and the remainder in 2022.

The average taxable-equivalent yield on securities was 3.35% during the three months ended September 30, 2021, decreasing 9 basis points from 3.44% during the same period in 2020 while the average taxable-equivalent yield on securities

was 3.37% during the nine months ended September 30, 2021, decreasing 11 basis points from 3.48% during the same period in 2020. The average yield on taxable securities decreased 18 basis points from 2.21% during the three months ended September 30, 2020 to 2.03% during the three months ended September 30, 2021 while the average yield on taxable securities decreased 29 basis points from 2.32% during the nine months ended September 30, 2020 to 2.03% during the nine months ended September 30, 2021.

The average taxable-equivalent yield on tax-exempt securities decreased 4 basis points from 4.08% during the three months ended September 30, 2020 to 4.04% during the three months ended September 30, 2021 while the average taxable-equivalent yield on tax-exempt securities remained flat at 4.07% during both the nine months ended September 30, 2021 and 2020. Tax exempt securities made up approximately 66.8% and 66.7% of total average securities during the three and nine months ended September 30, 2021, respectively, compared to 66.9% and 66.6% during the same respective periods in 2020. The average volume of total securities during the three months ended September 30, 2021 decreased $177.4 million, or 1.4%, compared to the same period in 2020 while the average volume of total securities during the nine months ended September 30, 2021 decreased $365.7 million, or 2.9%, compared to the same period in 2020. Securities made up approximately 28.4% of average interest-earning assets during the three months ended September 30, 2021 compared to 34.5% during the same period in 2020 while securities made up approximately 29.2% of average interest-earning assets during the nine months ended September 30, 2021 compared to 37.1% during the same period in 2020. The decreases during the three and nine months ended September 30, 2021 were primarily related to an increase in the relative proportion of interest-earning assets invested in interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve).

Average interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve) for the three months ended September 30, 2021 increased $9.4 billion, or 159.5%, compared to the same period in 2020 while average interest-bearing deposits for the nine months ended September 30, 2021 increased $8.4 billion, or 186.1%, compared to the same period in 2020. Interest-bearing deposits made up approximately 34.7% of average interest-earning assets during the three months ended September 30, 2021 compared to 16.0% during the same period in 2020 while interest-bearing deposits made up approximately 30.4% of average interest-earning assets during the nine months ended September 30, 2021 compared to 13.1% during the same period in 2020. The increases in the average volume of interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve) during the three and nine months ended September 30, 2021 compared to the same periods in 2020 were primarily due to increases in the average volume of customer deposits and, to a lesser extent, repurchase agreements. The average yield on interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve) was 0.15% and 0.12% during the three and nine months ended September 30, 2021, respectively, compared to 0.10% and 0.32 % during the same periods in 2020. The average yields on interest-bearing deposits during 2021 and during the second and third quarters of 2020 were negatively impacted by a decrease in the interest rate paid on excess reserves held at the Federal Reserve to 0.10% during March 2020, although this rate ultimately increased 5 basis points to 0.15% in June 2021.

Average federal funds sold and average resell agreements for the three months ended September 30, 2021 decreased $9.5 million, or 85.0%, and $12.1 million, or 60.5%, respectively, compared to the same period in 2020 while average federal funds sold and average resell agreements for the nine months ended September 30, 2021 decreased $95.1 million, or 91.1%, and $16.8 million, or 73.2%, respectively, compared to the same period in 2020. Federal funds sold and resell agreements were not a significant component of interest-earning assets during the comparable periods. The average yields on federal funds sold and resell agreements were 0.48% and 0.29%, respectively, during the three months ended September 30, 2021, compared to 0.18% and 0.27%, respectively, during the same period in 2020 while the average yields on federal funds sold and resell agreements were 0.18% and 0.24%, respectively, during the nine months ended September 30, 2021, compared to 0.91% and 0.93%, respectively, during the same period in 2020. The average yields on federal funds sold and resell agreements during 2021 were negatively impacted by lower average market interest rates.

The average rate paid on interest-bearing liabilities was 0.10% during the three months ended September 30, 2021, decreasing 5 basis points from 0.15% during the same period in 2020 while the average rate paid on interest-bearing liabilities was 0.10% during the nine months ended September 30, 2021, decreasing 17 basis points from 0.27% during the same period in 2020. Average deposits increased $6.2 billion, or 19.0%, during the three months ended September 30, 2021 compared to the same period in 2020 and included a $3.8 billion increase in average interest-bearing deposits and a $2.4 billion increase in average non-interest bearing deposits. Average deposits increased $7.1 billion, or 23.2%, during the nine months ended September 30, 2021 compared to the same period in 2020 and included a $3.9 billion increase in average interest-bearing deposits and a $3.2 billion increase in average non-interest bearing deposits. The ratio of average interest-bearing deposits to total average deposits was 56.5% and 56.8% during the three and nine months ended September 30, 2021, respectively, compared to 55.6% and 57.3% during the same respective periods in 2020. 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 0.07% and 0.04%, respectively, during the three months ended September 30, 2021 compared to 0.12% and 0.07%, respectively, during the same period in 2020. The average cost of interest-

bearing deposits and total deposits was 0.07% and 0.04%, respectively, during the nine months ended September 30, 2021 compared to 0.21% and 0.12%, respectively, during the same period in 2020. The average cost of deposits during 2020 and 2021 were impacted by decreases in the interest rates we pay on most of our interest-bearing deposit products as a result of the aforementioned decreases in market interest rates.

In April 2020, we borrowed an aggregate $1.3 billion from the Federal Home Loan Bank (“FHLB”) to provide additional liquidity in light of our significant PPP lending volume. These advances were subsequently paid-off in May 2020 as we determined additional liquidity resources were not necessary. Average FHLB advances totaled $146.0 million during the nine months ended September 30, 2020 while the average cost of these advances was 0.29%. The cost of the advances was partly offset by dividends received on the FHLB stock we were required to purchase in connection with the advances. The FHLB stock was redeemed in connection with the repayment of the advances.

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 2.43% and 2.57% during the three and nine months ended September 30, 2021, respectively, compared to 2.89% and 3.08% during the same periods in 2020. 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.

Our net interest income and net interest margin have been, and we currently expect them to continue to be, impacted by the aforementioned decreases in market interest rates and the expectation that interest rates will remain at these low levels for some period of time in light of the on-going economic disruption arising from the COVID-19 pandemic. Notwithstanding the foregoing, our participation in the PPP is expected to continue to positively impact net interest income and net interest margin in the near term, as discussed above.

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 September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Credit loss expense (benefit) related to:
Loans	$	(3,023)	$	23,590	$	(7,402)	$	223,743
Off-balance-sheet credit exposures	3,023		(3,276)		7,467		3,786
Securities held to maturity	—		(12)		(2)		(55)
Total	$	—	$	20,302	$	63	$	227,474

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 nine months ended September 30, 2021 increased $9.6 million, or 11.5%, and decreased $96.4 million, or 25.8%, respectively, compared to the same periods in 2020. Excluding the $109.0 million in net gains on securities transactions during the nine months ended September 30, 2020, total non-interest income increased $12.5 million, or 4.7%, during the nine months ended September 30, 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 nine months ended September 30, 2021 increased $5.9 million, or 18.8%, and increased $13.6 million, or 14.0%, respectively, compared to the same periods in 2020. Investment management fees are the most significant component of trust and investment management fees, making up approximately 82.4% and 82.7% of total trust and investment management fees for the first nine months of

2021 and 2020, respectively. The increase in trust and investment management fees during the three months ended September 30, 2021 was primarily due to increases in investment management fees (up $3.6 million, or 13.1%), oil and gas fees (up $1.6 million) and custody fees (up $519 thousand). The increase in trust and investment management fees during the nine months ended September 30, 2021 was primarily due to increases in investment management fees (up $10.9 million, or 13.7%), oil and gas fees (up $1.4 million) and custody fees (up $1.0 million). Investment management fees and other custodial account 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 increases in investment management fees and custody fees during the three and nine months ended September 30, 2021 were primarily related to higher average equity valuations as well as increases in the number of accounts. Oil and gas fees during the three and nine months ended September 30, 2021 were impacted by an increases in oil and gas prices.

At September 30, 2021, trust assets, including both managed assets and custody assets, were primarily composed of equity securities (47.1% of assets), fixed income securities (32.2% of assets), alternative investments (6.8% of assets) and cash equivalents (8.5% of assets). The estimated fair value of these assets was $41.2 billion (including managed assets of $18.2 billion and custody assets of $22.9 billion) at September 30, 2021, compared to $38.6 billion (including managed assets of $16.9 billion and custody assets of $21.7 billion) at December 31, 2020 and $36.6 billion (including managed assets of $16.2 billion and custody assets of $20.4 billion) at September 30, 2020.

Service Charges on Deposit Accounts. Service charges on deposit accounts for the three months ended September 30, 2021 increased $1.4 million, or 7.1%, while service charges on deposit accounts for the nine months ended September 30, 2021 increased $1.0 million, or 1.7%, compared to the same periods in 2020. The increase during the three months ended September 30, 2021 was primarily related to increases in commercial service charges (up $1.1 million) and overdraft charges on commercial accounts (up $517 thousand) partly offset by a decrease in overdraft charges on consumer accounts (down $332 thousand). The increase during the nine months ended September 30, 2021 was primarily related to an increase in commercial service charges (up $2.4 million) partly offset by a decrease in overdraft charges on consumer accounts (down $1.5 million).

Commercial service charges increased $1.1 million and $2.4 million during the three and nine months ended September 30, 2021 compared to the same periods in 2020. Commercial service charges during the three and nine months ended September 30, 2021 were impacted by an increase in the volume of billable services relative to the same periods in 2020.

Overdraft charges totaled $7.8 million ($5.9 million consumer and $1.9 million commercial) during the three months ended September 30, 2021 compared to $7.6 million ($6.2 million consumer and $1.3 million commercial) during the same period in 2020. Overdraft charges totaled $22.2 million ($17.3 million consumer and $4.9 million commercial) during the nine months ended September 30, 2021 compared to $23.7 million ($18.8 million consumer and $4.9 million commercial) during the same period in 2020. The fluctuations in overdraft charges during the three and nine months ended September 30, 2021 were impacted by fluctuations in the volumes of fee assessed overdrafts relative to the same periods in 2020. Furthermore, in April 2021, we implemented a new overdraft grace feature for certain consumer demand deposit accounts whereby no fees will be assessed on overdrafts of $100 or less, subject to certain qualifying conditions such as a minimum direct deposit. This new feature reduced overdraft charges on consumer accounts by approximately $1.0 million and $1.1 million during the second and third quarters of 2021, respectively. The impact on future quarters will depend on future overdraft volumes.

Insurance Commissions and Fees. Insurance commissions and fees for the three and nine months ended September 30, 2021 increased $292 thousand, or 2.5%, and $1.2 million, or 3.2%, respectively, compared to the same periods in 2020. The increase during the three months ended September 30, 2021 was the result of increases in commission income (up $168 thousand) and contingent income (up $124 thousand). The increase during the nine months ended September 30, 2021 was the result of increases in contingent income (up $1.1 million) and commission income (up $123 thousand).

The increase in commission income during the three months ended September 30, 2021 was primarily related to an increase in commercial lines property and casualty commissions partly offset by a decrease in benefit plan commissions. The increase in commission income during the nine months ended September 30, 2021 was primarily related to increases in life insurance commissions and commercial lines property and casualty commissions mostly offset by a decrease in benefit plan commissions. The increases in commercial lines property and casualty commissions were related to increased market rates while the increase in life insurance commissions during the nine months ended September 30, 2021 and decreases in benefit plan commissions during the three and nine months ended September 30, 2021 were related to fluctuations in business volumes.

Contingent income totaled $241 thousand and $4.3 million during the three and nine months ended September 30, 2021, respectively, compared to $117 thousand and $3.2 million during the same periods in 2020. Contingent income primarily consists of amounts received from various property and casualty insurance carriers related to the loss performance of insurance policies previously placed. These performance related contingent payments are seasonal in nature and are mostly received during the first quarter of each year. This performance related contingent income totaled $3.2 million and $2.1 million during

the nine months ended September 30, 2021 and 2020, respectively. The increase in performance related contingent income during 2021 was related to growth within the portfolio combined with improvement in the loss performance of insurance policies previously placed. During the first quarter of 2021, a severe weather event in Texas resulted in a significant increase in property and casualty claims and losses. This deterioration in loss performance is expected to impact the determination of performance related contingent payments we receive in 2022; however, such impact is not determinable at this time. 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 $201 thousand and $1.1 million during the three and nine months ended September 30, 2021, respectively, compared to $77 thousand and $1.1 million during the same periods in 2020, respectively.

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 nine months ended September 30, 2021 increased $1.0 million, or 28.2%, and increased $3.5 million, or 36.0%, respectively, compared to the same periods in 2020 primarily due to increased transaction volumes as well the impact of new card products partly offset by increases in network costs. Transaction volumes during second and third quarters of 2020 were more impacted by the onset of the COVID-19 pandemic. A comparison of gross and net interchange and card transaction fees for the reported periods is presented in the table below.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Income from card transactions	$	7,721	$	6,097	$	21,666	$	17,429
ATM service fees	841		842		2,492		2,522
Gross interchange and card transaction fees	8,562		6,939		24,158		19,951
Network costs	4,072		3,436		10,934		10,227
Net interchange and card transaction fees	$	4,490	$	3,503	$	13,224	$	9,724

Federal Reserve rules applicable to financial institutions that have assets of $10 billion or more provide that the maximum permissible interchange fee for an electronic debit transaction is the sum of 21 cents per transaction and 5 basis points multiplied by the value of the transaction. An upward adjustment of no more than 1 cent to an issuer's debit card interchange fee is allowed if the card issuer develops and implements policies and procedures reasonably designed to achieve certain fraud-prevention standards. The Federal Reserve also has rules governing routing and exclusivity that require issuers to offer two unaffiliated networks for routing transactions on each debit or prepaid product.

Other Charges, Commissions and Fees. Other charges, commissions and fees for the three months ended September 30, 2021 increased $1.4 million, or 16.9%, compared to the same period in 2020. The increase was primarily related to an increase in income from the sale of mutual funds (up $1.3 million) and, to a lesser extent, increases in income from the sale of annuities (up $246 thousand), merchant services rebates (up $174 thousand) and funds transfer service charges (up $167 thousand) partly offset by decreases in capital markets advisory fees (down $321 thousand), fees on unused commitments (down $300 thousand) and letter of credit fees (down $236 thousand). Other charges, commissions and fees for the nine months ended September 30, 2021 increased $1.3 million, or 5.2%, compared to the same period in 2020. The increase was primarily related to increases in income from the sale of mutual funds (up $2.6 million), funds transfer service charges (up $474 thousand), merchant services rebates (up $402 thousand) and income from the sale of annuities (up $359 thousand). These items were partly offset by decreases in income from the placement of money market accounts (down $1.7 million), which was impacted by lower average market rates, and a decrease in fees on unused commitments (down $1.3 million), among other things.

Net Gain/Loss on Securities Transactions. No securities were sold during the first nine months of 2021. During the first quarter of 2020, we sold $483.1 million of residential mortgage-backed securities and realized a net gain of $1.9 million on those sales. The proceeds from these sales were reinvested into other residential mortgage-backed securities that had lower pre-payment rates. We also sold $519.1 million of 30-year U.S Treasury securities during the first quarter of 2020 and realized a net gain of $107.1 million on those sales. These U.S. Treasury securities were purchased during the fourth quarter of 2019 to hedge, in effect, against falling interest rates. Prior to their sale, these securities had significant unrealized holding gains as a result of decreases in market interest rates during the first quarter of 2020. We elected to sell these securities to provide liquidity and realize the gains.

Other Non-Interest Income. Other non-interest income for the three months ended September 30, 2021 decreased $422 thousand, or 4.7%, compared to the same period in 2020. The decrease was primarily related to decreases in sundry and other miscellaneous income (down $1.3 million), public finance underwriting fees (down $815 thousand) and earnings on the cash

surrender value of life insurance (down $402 thousand) partly offset by increases in income from customer foreign exchange and derivative transactions (up $1.6 million and $407 thousand, respectively). Other non-interest income for the nine months ended September 30, 2021 decreased $8.1 million, or 23.6%, compared to the same period in 2020. Other non-interest income during the nine months ended September 30, 2020 included approximately $6.0 million in gains realized on the sale of certain non-hedge related, short-term put options on U.S. Treasury securities with an aggregate notional amount of $500 million. The put options were not exercised and expired in March 2020. The decrease in other non-interest income during the nine months ended September 30, 2021 was also partly related to decreases in sundry and other miscellaneous income (down $3.6 million), public finance underwriting fees (down $1.9 million) and earnings on the cash surrender value of life insurance (down $994 thousand). The decrease from these items was partly offset by an increase in gains on the sales of assets (up $1.2 million) and increases in income from customer derivative and foreign exchange transactions (up $1.9 million and $593 thousand, respectively). Sundry income during the first nine months of 2020 included $2.8 million related to the recovery of prior write-offs, $1.0 million related to a Visa volume-related bonus and $512 thousand related to settlements. The decreases in public finance underwriting fees was primarily due to a decrease in business volume. The decreases in earnings on the cash surrender value of life insurance were due to lower yields on the investments within the bank-owned life insurance portfolio. Gains on the sale of assets include $1.8 million related to the sale of certain parking lots in downtown San Antonio in 2021 and $758 thousand related to the sale of a branch facility in 2020.

Non-Interest Expense

Total non-interest expense for the three and nine months ended September 30, 2021 increased $15.9 million, or 7.8%, and increased $17.4 million, or 2.8%, respectively, compared to the same periods in 2020. Changes in the various components of non-interest expense are discussed below.

Salaries and Wages. Salaries and wages for the three and nine months ended September 30, 2021 increased $6.1 million, or 6.6%, and $7.5 million, or 2.6%, respectively, compared to the same periods in 2020. The increases in salaries and wages during the comparable periods were primarily related to increases in incentive compensation and, to a lesser extent, decreases in salary costs deferred in connection with loan originations and increases in commissions. The impacts of these items were partly offset by decreases in salaries, due to a decrease in the number of employees, and decreases in stock-based compensation.

Employee Benefits. Employee benefits expense for the three and nine months ended September 30, 2021 increased $5.5 million, or 34.2%, and $3.0 million, or 5.0%, respectively, compared to the same periods in 2020. The increases were primarily related to increases in certain discretionary benefit plan expenses and, to a lesser extent, increases in medical benefits expense and payroll taxes partly offset by decreases in expenses related to our defined benefit retirement and restoration plans, among other things.

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 additional expense related to these plans in future years, which would be dependent on the return earned on plan assets, the level of interest rates and employee turnover. See Note 12 - Defined Benefit Plans for additional information related to our net periodic pension benefit/cost.

Net Occupancy. Net occupancy expense for the three and nine months ended September 30, 2021 increased $1.7 million, or 6.8%, and $3.8 million, or 5.0%, respectively, compared to the same periods in 2020. The increase during the three months ended September 30, 2021 was primarily related to increases in repairs and maintenance/service contracts expense (up $920 thousand) and depreciation on leasehold improvements (up $420 thousand), among other things. The increase during the nine months ended September 30, 2021 was primarily related to increases in repairs and maintenance/service contracts expense (up $1.9 million) and depreciation on leasehold improvements (up $1.6 million), among other things, partly offset by a decrease in lease expense (down $467 thousand), among other things. The increases in the aforementioned components of net occupancy expense during the comparable periods were impacted, in part, by our expansion within the Houston market area.

Technology, Furniture and Equipment. Technology, furniture and equipment expense for the three and nine months ended September 30, 2021 increased $2.0 million, or 7.6%, and $6.7 million, or 8.7%, respectively, compared to the same periods in 2020. The increase during the three months ended September 30, 2021 was primarily related to increases in cloud services expense (up $1.4 million) and depreciation of furniture and equipment (up $604 thousand) partly offset by a decrease in software maintenance (down $298 thousand). The increase during the nine months ended September 30, 2021 was primarily related to increases in cloud services expense (up $4.6 million) and depreciation of furniture and equipment (up $1.9 million).

Deposit Insurance. Deposit insurance expense totaled $3.1 million and $8.9 million for the three and nine months ended September 30, 2021, respectively, compared to $2.4 million and $7.8 million for the three and nine months ended September 30, 2020. The increases were primarily related to increases in total assets partly offset by a decrease in the assessment rate.

Other Non-Interest Expense. Other non-interest expense for the three and nine months ended September 30, 2021 decreased $204 thousand, or 0.5%, and $4.5 million, or 3.7%, respectively, compared to the same periods in 2020. The decrease during the three months ended September 30, 2021 included decreases in outside computer service expense (down $1.6 million), amortization of deferred costs associated with loan commitments (down $868 thousand) and professional services expense (down $742 thousand), among other things. The impact of the aforementioned items was partly offset by increases in sundry and other miscellaneous expenses (up $924 thousand); fraud losses (up $555 thousand); travel, meals and entertainment (up $538 thousand); and advertising/promotions expense (up $332 thousand); among other things.

The decrease in other non-interest expense during the nine months ended September 30, 2021 included decreases in outside computer service expense (down $3.8 million); travel, meals and entertainment expense (down $2.9 million); professional services expense (down $2.6 million); advertising/promotions expense (down $898 thousand); amortization of deferred costs associated with loan commitments (down $805 thousand); business development expense (down $799 thousand); and losses on the sale/write-down of foreclosed and other assets (down $627 thousand); among other things. The impact of these items was partly offset by increases in sundry and other miscellaneous expenses (up $3.1 million); donations expense (up $2.6 million); and fraud losses (up $1.9 million), among other things. Donations expense during the first nine months of 2021 was impacted by $3.3 million in contributions to the Frost Charitable Foundation.

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 nine months ended September 30, 2021 increased $7.2 million, or 7.7%, and $83.0 million, or 34.9%, respectively, compared to the same periods in 2020. The increase during the three months ended September 30, 2021 was primarily the result of a $20.3 million decrease in credit loss expense, a $2.7 million increase in net interest income and a $2.1 million increase in non-interest income partly offset by a $15.6 million increase in non-interest expense and a $2.3 million increase in income tax expense. The increase during the nine months ended September 30, 2021 was primarily the result of a $227.4 million decrease in credit loss expense and a $10.1 million increase in net interest income partly offset by a $111.5 million decrease in non-interest income, a $22.3 million increase in non-interest expense, and a $20.7 million increase in income tax expense.

Net interest income for the three and nine months ended September 30, 2021 increased $2.7 million, or 1.1%, and $10.1 million, or 1.4%, respectively, compared to the same periods in 2020. The increase during the three months ended September 30, 2021 was primarily related to an increase in the average taxable-equivalent yield on loans and interest bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve) and decreases in the average costs of interest-bearing deposit liabilities and other borrowed funds combined with increases in the average volumes of interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve). The impact of these items was partly offset by decreases in the average volume of loans and tax-exempt securities combined with a decrease in the average yield on taxable and tax-exempt securities. The increase in net interest income during the nine months ended September 30, 2021 was primarily related to decreases in the average costs of interest-bearing deposit liabilities and other borrowed funds combined with increases in the average volumes of interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve) and loans and an increase in the average taxable-equivalent yield on loans. The positive impact of these items was partly offset by decreases in the average yields on interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve) and taxable securities combined with decreases in the average volumes of tax-exempt and taxable securities and increases in the average volumes of interest-bearing deposit liabilities and repurchase agreements. Net interest income for the first nine months of 2020 was also positively impacted by the additional day as a result of leap year. See the analysis of net interest income included in the section captioned “Net Interest Income” included elsewhere in this discussion.

The Banking segment recorded a credit loss benefit totaling $6 thousand for the three months ended September 30, 2021 compared to a credit loss expense totaling $20.3 million for the same period in 2020. Credit loss expense totaled $57 thousand during the nine months ended September 30, 2021 compared to $227.5 million for the same period in 2020. 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 September 30, 2021 increased $2.1 million, or 4.3%, compared to the same period in 2020. The increase was primarily due to increases in service charges on deposit accounts and interchange and debit card transactions fees partly offset by a decrease in other non-interest income. The increase in service charges on deposit accounts was primarily related to increases in commercial service charges and overdraft charges on commercial accounts partly offset by a decrease in overdraft charges on consumer accounts. The increase in interchange and debit card transactions fees was due to increased transaction volumes as well as the impact of new card products partly offset by increases in network costs. The decrease in other non-interest income was primarily related to decreases in sundry and other miscellaneous income, public finance underwriting fees and earnings on the cash surrender value of life insurance partly offset by increases in income from customer foreign exchange and derivative transactions.

Non-interest income for the nine months ended September 30, 2021 decreased $111.5 million, or 42.0%, compared to the same period in 2020. Non-interest income for the nine months ended September 30, 2020 included a $109.0 million net gain on securities transactions recognized during the first quarter of 2020. Excluding the net gain on securities transactions, total non-interest income for the Banking segment decreased $2.5 million, or 1.6%, during the first nine months of 2021 compared to the same period in 2020. This decrease was primarily due to a decrease in other non-interest income partly offset by increases in interchange and card transaction fees, insurance commissions and fees and in service charges on deposit accounts. Other non-interest income during the nine months ended September 30, 2020 included approximately $6.0 million in gains realized on the sale of certain non-hedge related, short-term put options on U.S. Treasury securities with an aggregate notional amount of $500 million during the first quarter. The put options were not exercised and expired in March 2020. The decrease in other non-interest income during the nine months ended September 30, 2021 was also partly related to decreases in sundry and other miscellaneous income, public finance underwriting fees and earnings on the cash surrender value of life insurance. The decrease from these items was partly offset by an increase in gains on the sales of assets and increases in income from customer derivative and foreign exchange transactions. The increase in interchange and debit card transactions fees was due to increased transaction volumes as well as the impact of new card products partly offset by increases in network costs. The increase in insurance commissions and fees was the result of an increase in contingent income and, to a lesser extent, commission income, which is further discussed below in relation to Frost Insurance Agency. The increase in service charges on deposit accounts was primarily related to an increase in commercial service charges partly offset by a decrease in overdraft charges on consumer accounts. 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 increased $15.6 million, or 9.2%, for three months ended September 30, 2021 and $22.3 million, or 4.2%, for the nine months ended September 30, 2021, compared to the same periods in 2020. The increase during the three months ended September 30, 2021 was primarily due to increases in employee benefit expense; salaries and wages; net occupancy expense; and technology, furniture and equipment expense. The increase during the nine months ended September 30, 2021 was primarily due to increases in salaries and wages; technology, furniture and equipment expense; employee benefit expense; and net occupancy expense. The increases in employee benefits expense during the three and nine months ended September 30, 2021 were primarily related to increases in certain discretionary benefit plan expenses and, to a lesser extent, increases in medical benefits expense and payroll taxes partly offset by decreases in expenses related to our defined benefit retirement and restoration plans, among other things. The increases in salaries and wages during the three and nine months ended September 30, 2021 were primarily related to increases in incentive compensation and, to a lesser extent, decreases in salary costs deferred in connection with loan originations and increases in commissions. The impacts of these items were partly offset by decreases in salaries, due to a decrease in the number of employees, and decreases in stock-based compensation. The increase in net occupancy expense during the three months ended September 30, 2021 was primarily related to increases in repairs and maintenance/service contracts expense and depreciation on leasehold improvements, among other things. The increase in net occupancy expense during the nine months ended September 30, 2021 was primarily related to increases in repairs and maintenance/service contracts expense and depreciation on leasehold improvements, among other things, partly offset by a decrease in lease expense, among other things. The increase in technology, furniture and equipment expense during the three months ended September 30, 2021 was primarily related to increases in cloud services expense and depreciation of furniture and equipment partly offset by a decrease in software maintenance. The increase during the nine months ended September 30, 2021 was primarily related to increases in cloud services expense and depreciation of furniture and equipment. See the analysis of these categories of non-interest expense included in the section captioned “Non-Interest Expense” included elsewhere in this discussion.

Frost Insurance Agency, which is included in the Banking operating segment, had gross commission revenues of $11.7 million and $39.9 million during the three and nine months ended September 30, 2021 compared to $11.5 million and $38.7 million during the three and nine months ended September 30, 2020. The increase in commission income during the three months ended September 30, 2021 was primarily related to an increase in commercial lines property and casualty commissions partly offset by a decrease in benefit plan commissions. The increase in commission income during the nine months ended September 30, 2021 was primarily related to increases in life insurance commissions and commercial lines property and casualty commissions mostly offset by a decrease in benefit plan commissions. The increases in commercial lines property and casualty commissions were related to increased market rates while the increase in life insurance commissions during the nine months ended September 30, 2021 and decreases in benefit plan commissions during the three and nine months ended September 30, 2021 were related to fluctuations 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 nine months ended September 30, 2021 increased $5.2 million, or 126.0%, and $14.0 million, or 102.7%, respectively, compared to the same periods in 2020. The increase during the three months ended September 30, 2021 was primarily the result of a $7.7 million increase in non-interest income partly offset by a $1.4 million increase in income tax expense and a $1.0 million increase in non-interest expense. The increase during the nine months ended September 30, 2021 was primarily the result of a $15.2 million increase in non-interest income and a $3.2 million decrease in non-interest expense partly offset by a $3.7 million increase in income tax expense and a $633 thousand decrease in net interest income.

Net interest income for the three and nine months ended September 30, 2021 decreased $66 thousand, or 11.0%, and $633 thousand, or 29.3%, respectively, compared to the same periods in 2020. These decreases were primarily due to decreases in the average funds transfer prices allocated to the funds provided by Frost Wealth Advisors. The decreases in the average funds transfer price was primarily due to decreases in market interest rates. 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 nine months ended September 30, 2021 increased $7.7 million, or 22.2%, and $15.2 million, or 13.9%, respectively, compared to the same periods in 2020. The increases were primarily due to increases in trust and investment management fees and, to a lesser extent, increases 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 82.4% of total trust and investment management fees for the first nine months of 2021. The increases in trust and investment management fees during the comparable periods were primarily due to increases in investment management fees, oil and gas fees and custody fees. The increases in investment management fees and custody fees during the three and nine months ended September 30, 2021 were primarily related to higher average equity valuations as well as increases in the number of accounts. Oil and gas fees during the three and nine months ended September 30, 2021 were impacted by an increases in oil and gas prices. The increases in other charges, commissions and fees during the three and nine months September 30, 2021 were primarily related to increases in income from the sale of mutual funds and income from the sale of annuities. The increase in other charges, commissions and fees during the nine months ended September 30, 2021 was partly offset by a decrease in income from the placement of money market accounts, which was impacted by lower average market rates. 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 months ended September 30, 2021 increased $1.0 million, or 3.4%, compared to the same period in 2020, while non-interest expense for the nine months ended September 30, 2021 decreased $3.2 million, or 3.4%, compared to the same period in 2020. The increase during the three months ended September 30, 2021 was primarily due to increases in technology, furniture and equipment expense and salaries and wages partly offset by a decrease in employee benefits expense. The decrease during the nine months ended September 30, 2021 was primarily due to decreases in other non-interest expense and employee benefit expense partly offset by an increase in technology, furniture and equipment expense.

The increases in technology, furniture and equipment expense during the three and nine months ended September 30, 2021 were primarily related to increases in cloud service expenses partly offset by decreases in service contract expense. The increase in salaries and wages during the three months ended September 30, 2021 was primarily due to an increase in incentive compensation and commissions partly offset by a decrease in salaries due to a decrease in the number of employees. The decreases in employee benefit expense during the three and nine months ended September 30, 2021 were primarily due to decreases in certain discretionary benefit plan expenses, among other things. The decrease in other non-interest expense during the nine months ended September 30, 2021 was primarily related to a decreases in outside computer service expense; travel, meals and entertainment expense; and professional service expense; partly offset by an increase in subscriptions expense.

Non-Banks

The Non-Banks operating segment had net losses of $2.1 million and $6.6 million during the three and nine months ended September 30, 2021, respectively, compared to net losses of $2.6 million and $8.8 million during the same periods in 2020. The decreases in the net losses for the three and nine months ended September 30, 2021 were primarily due to decreases in other non-interest expense and net interest expense. The decreases in other non-interest expense were primarily due to decreases in professional services expense and travel, meals and entertainment expense. The decreases in net interest expense were primarily related to decreases in the average rates paid on our long term borrowings.

Income Taxes

During the three months ended September 30, 2021, we recognized income tax expense of $13.3 million, for an effective tax rate of 11.0%, compared to $9.5 million, for an effective tax rate of 9.1%, for the same period in 2020. During the nine months ended September 30, 2021, we recognized income tax expense of $36.3 million, for an effective tax rate of 9.6%, compared to income tax expense of $11.5 million, for an effective tax rate of 4.5%, for the same period in 2020.

The effective income tax rates differed from the U.S. statutory federal income tax rate of 21% during 2021 and 2020 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 increases in the effective tax rates during 2021 were primarily related to increases in pre-tax net income, partly off-set by the impact of higher discrete tax benefits associated with stock-based compensation. The effective tax rate during the nine months ended September 30, 2020 was also impacted by a one-time, discrete tax benefit associated with an asset contribution to a charitable trust during the second quarter.

Average Balance Sheet

Average assets totaled $45.0 billion for the nine months ended September 30, 2021 representing an increase of $8.0 billion, or 21.8%, compared to average assets for the same period in 2020. Earning assets increased $8.0 billion, or 23.4%, during the first nine months of 2021 compared to the same period in 2020. The increase in earning assets was primarily related to a $8.4 billion increase in average interest-bearing deposits (primarily amounts held in an interest-bearing account at the Federal Reserve) and a $131.9 million increase in average loans partly offset by a $231.0 million decrease in average tax-exempt securities, a $134.7 million decrease in average taxable securities, a $95.1 million decrease in average federal funds sold and a $16.8 million decrease in average resell agreements. Average deposits increased $7.1 billion, or 23.2%, during the first nine months of 2021 compared to the same period in 2020. Growth in average deposits was related to increased customer balances, impacted by the unprecedented amount of stimulus dollars injected into the economy, as well as new customer accounts. The increase included a $3.2 billion increase in non-interest bearing deposits and a $3.9 billion increase in interest-bearing deposit accounts. Average non-interest bearing deposits made up 43.2% and 42.7% of average total deposits during the first nine months of 2021 and 2020, 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 decreased $1.6 billion, or 9.4%, from $17.5 billion at December 31, 2020 to $15.8 billion at September 30, 2021. As further discussed below, during the second quarter of 2020, we began originating loans to qualified small businesses under the PPP administered by the SBA under the provisions of the CARES Act. Excluding PPP loans, total loans would have otherwise decreased $42.6 million, or 0.3%, from $15.0 billion at December 31, 2020 to $15.0 billion at September 30, 2021, and decreased $333.4 million, or 2.2%, from total loans of $15.3 billion at March 31, 2020, near the beginning of the COVID-19 pandemic. 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 2020 Form 10-K for a more detailed discussion of our loan origination and risk management processes.

Commercial and Industrial. Commercial and industrial loans decreased $25.7 million, or 0.5%, from $5.0 billion at December 31, 2020 to $4.9 billion at September 30, 2021. Our commercial and industrial loans are a diverse group of loans to small, medium and large businesses. The purpose of these loans varies from supporting seasonal working capital needs to term financing of equipment. While some short-term loans may be made on an unsecured basis, most are secured by the assets being financed with collateral margins that are consistent with our loan policy guidelines. The commercial and industrial loan portfolio also includes commercial leases and purchased shared national credits ("SNC"s).

Energy. Energy loans include loans to entities and individuals that are engaged in various energy-related activities including (i) the development and production of oil or natural gas, (ii) providing oil and gas field servicing, (iii) providing energy-related transportation services, (iv) providing equipment to support oil and gas drilling, (v) refining petrochemicals, or (vi) trading oil, gas and related commodities. Energy loans decreased $257.0 million, or 20.8%, from $1.2 billion at December 31, 2020 to $978.2 million at September 30, 2021. We have recently made efforts to reduce our exposure to energy loans. Nonetheless energy loans remain our largest industry concentration totaling 6.2% of total loans (6.5% excluding PPP loans) at September 30, 2021, down from 7.1% of total loans (8.2% excluding PPP loans) at December 31, 2020. 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 $648.7 million at September 30, 2021, decreasing $139.3 million, or 17.7%, from $788.1 million at December 31, 2020. At September 30, 2021, 28.5% of outstanding purchased SNCs were related to the energy industry while 23.0% were related to the construction industry, 15.0% were related to the real estate management industry and 13.1% were related to the financial services industry. The remaining purchased SNCs were diversified throughout various other industries, with no other single industry exceeding 10% of the total purchased SNC portfolio. Additionally, almost all of the outstanding balance of purchased SNCs was included in the energy and commercial and industrial portfolio, with the remainder included in the real estate categories. SNC participations are originated in the normal course of business to meet the needs of our customers. As a matter of policy, we generally only participate in SNCs for companies headquartered in or which have significant operations within our market areas. In addition, we must have direct access to the company’s management, an existing banking relationship or the expectation of broadening the relationship with other banking products and services within the following 12 to 24 months. SNCs are reviewed at least quarterly for credit quality and business development successes.

Commercial Real Estate. Commercial real estate loans increased $230.6 million, or 3.3%, from $7.0 billion at December 31, 2020 to $7.3 billion at September 30, 2021. Commercial real estate loans represented 84.2% of total real estate loans at September 30, 2021 compared to 84.1% at December 31, 2020. 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. At September 30, 2021, approximately 48.8% of the outstanding principal balance of our commercial real estate loans were secured by owner-occupied properties. 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.

Consumer Real Estate and Other Consumer Loans. The consumer loan portfolio, including all consumer real estate and consumer installment loans, totaled $1.8 billion at both September 30, 2021 and December 31, 2020. Consumer real estate loans increased $32.3 million, or 2.4%, from December 31, 2020. Combined, home equity loans and lines of credit made up 58.7% and 58.8% of the consumer real estate loan total at September 30, 2021 and December 31, 2020, 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 2022. Consumer and other loans decreased $22.8 million, or 4.5%, from December 31, 2020. 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 2020 Form 10-K for additional details.

During the three and nine months ended September 30, 2021, we recognized approximately $26.5 million and $88.9 million, respectively, in PPP loan related deferred processing fees (net of amortization of related deferred origination costs) as yield adjustments and these amounts are included in interest income on loans during this period. During the three and nine months ended September 30, 2020, we recognized approximately $21.1 million and $40.4 million, respectively, 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 8.72% and 6.23% during the three and nine months ended September 30, 2021, respectively, and 3.65% and 3.86% during the three and nine months ended September 30, 2020, respectively, compared to the stated interest rate of 1.0% on these loans. For PPP loans funded through September 30, 2021, we expect to recognize additional PPP loan related deferred processing fees

(net of deferred origination costs) totaling approximately $11.5 million as a yield adjustment over the remaining expected lives of these loans. Of this amount, we expect to recognize approximately 75% in 2021 and the remainder in 2022.

Accruing Past Due Loans. Accruing past due loans are presented in the following table. 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
	Total Loans		Amount		Percent of Loans in Category		Amount		Percent of Loans in Category		Amount		Percent of Loans in Category
September 30, 2021
Commercial and industrial	$	4,929,656	$	41,936	0.85	%	$	7,522	0.15	%	$	49,458	1.00	%
Energy	978,211		1,237		0.13		965		0.10		2,202		0.23
Paycheck Protection Program	827,820		—		—		—		—		—		—
Commercial real estate:
Buildings, land and other	5,984,390		20,910		0.35		12,224		0.20		33,134		0.55
Construction	1,266,633		—		—		—		—		—		—
Consumer real estate	1,363,039		3,832		0.28		1,985		0.15		5,817		0.43
Consumer and other	482,921		3,678		0.76		1,029		0.21		4,707		0.97
Total	$	15,832,670	$	71,593	0.45		$	23,725	0.15		$	95,318	0.60
Excluding PPP loans	$	15,004,850	$	71,593	0.48		$	23,725	0.16		$	95,318	0.64
December 31, 2020
Commercial and industrial	$	4,955,341	$	45,126	0.91	%	$	5,615	0.11	%	$	50,741	1.02	%
Energy	1,235,198		10,037		0.81		3,696		0.30		13,733		1.11
Paycheck Protection Program	2,433,849		—		—		—		—		—		—
Commercial real estate:
Buildings, land and other	5,796,653		18,959		0.33		1,275		0.02		20,234		0.35
Construction	1,223,814		856		0.07		—		—		856		0.07
Consumer real estate	1,330,774		8,084		0.61		2,469		0.19		10,553		0.80
Consumer and other	505,680		5,537		1.09		1,233		0.24		6,770		1.33
Total	$	17,481,309	$	88,599	0.51		$	14,288	0.08		$	102,887	0.59
Excluding PPP loans	$	15,047,460	$	88,599	0.59		$	14,288	0.09		$	102,887	0.68

Accruing past due loans at September 30, 2021 decreased $7.6 million compared to December 31, 2020. The decrease was primarily related to decreases in past due energy loans (down $11.5 million) and past due consumer real estate loans (down $4.7 million) and, to a lesser extent, past due consumer and other loans (down $2.1 million), past due commercial and industrial loans (down $1.3 million) and past due construction loans (down $856 thousand) partly offset by an increase in past due non-construction related commercial real estate loans (up $12.9 million).

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


	September 30, 2021							December 31, 2020
			Non-Accrual Loans							Non-Accrual Loans
	Total Loans		Amount			Percent of Loans in Category		Total Loans		Amount			Percent of Loans in Category
Commercial and industrial	$	4,929,656	$	19,349		0.39	%	$	4,955,341	$	19,849		0.40	%
Energy	978,211		23,347			2.39		1,235,198		23,168			1.88
Paycheck Protection Program	827,820		—			—		2,433,849		—			—
Commercial real estate:
Buildings, land and other	5,984,390		12,247			0.20		5,796,653		15,737			0.27
Construction	1,266,633		1,632			0.13		1,223,814		1,684			0.14
Consumer real estate	1,363,039		480			0.04		1,330,774		993			0.07
Consumer and other	482,921		—			—		505,680		18			—
Total	$	15,832,670	$	57,055		0.36		$	17,481,309	$	61,449		0.35
Excluding PPP loans	$	15,004,850	$	57,055		0.38		$	15,047,460	$	61,449		0.41
Allowance for credit losses on loans			$	250,150						$	263,177
Ratio of allowance for credit losses on loans to non-accrual loans			438.44		%					428.29		%

Non-accrual loans at September 30, 2021 decreased $4.4 million from December 31, 2020 primarily due to a decrease in non-accrual non-construction related commercial real estate loans. The decrease was primarily related to principal payments and loans returning to accrual status.

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. Non-accrual commercial and industrial loans included one credit relationship in excess of $5.0 million totaling $7.3 million at September 30, 2021. This credit relationship was previously reported as non-accrual with an aggregate balance of $9.0 million at December 31, 2020. We recognized a charge-off totaling $861 thousand related to this relationship during the third quarter of 2021 while the remainder of the decrease was related to principal payments made by the borrower. Non-accrual energy loans included one credit relationship in excess of $5 million totaling $11.4 million at September 30, 2021. This credit relationship was previously reported as non-accrual with an aggregate balance of $20.1 million at December 31, 2020. 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. There were no non-accrual commercial real estate loans in excess of $5.0 million at September 30, 2021 or December 31, 2020.

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 2020 Form 10-K for additional information regarding our accounting policies related to credit losses.

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
September 30, 2021
Commercial and industrial	$	63,766	31.1	%	$	4,929,656	1.29	%
Energy	20,449		6.2		978,211		2.09
Paycheck Protection Program	—		5.2		827,820		—
Commercial real estate	152,054		45.8		7,251,023		2.10
Consumer real estate	6,029		8.6		1,363,039		0.44
Consumer and other	7,852		3.1		482,921		1.63
Total	$	250,150	100.0	%	$	15,832,670	1.58
Excluding PPP loans	$	250,150			$	15,004,850	1.67
December 31, 2020
Commercial and industrial	$	73,843	28.4	%	$	4,955,341	1.49	%
Energy	39,553		7.1		1,235,198		3.20
Paycheck Protection Program	—		13.9		2,433,849		—
Commercial real estate	134,892		40.1		7,020,467		1.92
Consumer real estate	7,926		7.6		1,330,774		0.60
Consumer and other	6,963		2.9		505,680		1.38
Total	$	263,177	100.0	%	$	17,481,309	1.51
Excluding PPP loans	$	263,177			$	15,047,460	1.75

The allowance allocated to commercial and industrial loans totaled $63.8 million, or 1.29% of total commercial and industrial loans, at September 30, 2021 decreasing $10.1 million, or 13.6%, compared to $73.8 million, or 1.49% of total commercial and industrial loans on December 31, 2020. Modeled expected credit losses decreased $20.3 million while Q-Factor and other qualitative adjustments related to commercial and industrial loans increased $11.2 million. Specific allocations for commercial and industrial loans that were evaluated for expected credit losses on an individual basis decreased $1.0 million from $5.3 million at December 31, 2020 to $4.3 million at September 30, 2021. The allowance allocated to energy loans totaled $20.4 million, or 2.09% of total energy loans, at September 30, 2021 decreasing $19.1 million, or 48.3%, compared to $39.6 million, or 3.20% of total energy loans on December 31, 2020. Modeled expected credit losses related to energy loans decreased $1.9 million while Q-Factor and other qualitative adjustments related to energy loans decreased $21.1 million. Specific allocations for energy loans that were evaluated for expected credit losses on an individual basis totaled $13.4 million at September 30, 2021 increasing $4.0 million, or 42.0%, compared to $9.4 million on December 31, 2020. The increase in specific allocations for energy loans was primarily related to several newly downgraded credit relationships with specific allocations totaling $8.2 million partly offset by reductions in allocations for certain other loans due to principal payments received and the recognition of charge-offs. The allowance allocated to commercial real estate loans totaled $152.1 million, or 2.10% of total commercial real estate loans, at September 30, 2021 increasing $17.2 million, or 12.7%, compared to $134.9 million, or 1.92% of total commercial real estate loans on December 31, 2020. Modeled expected credit losses related to commercial real estate loans decreased $108.1 million while Q-Factor and other qualitative adjustments related to commercial real estate loans increased $124.8 million. Specific allocations for commercial real estate loans that were evaluated for expected credit losses on an individual basis increased from $513 thousand on December 31, 2020 to $950 thousand at September 30, 2021. The allowance allocated to consumer real estate loans totaled $6.0 million, or 0.44% of total consumer real estate loans, at September 30, 2021 decreasing $1.9 million, or 23.9%, compared to $7.9 million, or 0.60% of total consumer real estate loans on December 31, 2020. Modeled expected credit losses related to consumer real estate loans decreased $2.0 million while Q-Factor and other qualitative adjustments related to consumer real estate loans increased $59 thousand. The allowance allocated to consumer loans totaled $7.9 million, or 1.63% of total consumer loans, at September 30, 2021 increasing $889 thousand, or 12.8%, compared to $7.0 million, or 1.38% of total consumer loans, on December 31, 2020. Modeled expected credit losses related to consumer loans decreased $533 thousand while Q-Factor and other qualitative adjustments related to consumer loans increased $1.4 million.

As more fully described in our 2020 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 September 30, 2021, we utilized the Moody’s Analytics September 2021 Consensus Scenario (the “September 2021 Consensus Scenario”) to forecast the macroeconomic variables used in our models. The September 2021 Consensus Scenario was based on the review of a variety of surveys of baseline forecasts of the U.S. economy. The September 2021 Consensus Scenario projections included, among other things, (i) U.S. Gross Domestic Product (“GDP”) annualized quarterly growth rate of 8.7% in the fourth quarter of 2021, followed by annualized quarterly growth rates in the range of 4.0% to 6.9% during 2022 and an average annualized growth rate of 4.9% through the end of the forecast period in the third quarter of 2023; (ii) U.S. unemployment rate of 4.7% in the fourth quarter of 2021 improving to 4.0% by the end of the forecast period in the third quarter of 2023 with Texas unemployment rates slightly higher at those dates; and (iii) projected average 10 year Treasury rate of 1.42% in the fourth quarter of 2021, increasing to average projected rates of 1.66% during 2022 and 2.15% by the end of the forecast period in the third quarter of 2023. Furthermore, the September 2021 Consensus Scenario projects an average oil price in the range of approximately $62 to $66 per barrel through the end of the forecast period in the third quarter of 2023.

In estimating expected credit losses as of December 31, 2020, we utilized the Moody’s Analytics December 2020 Baseline Scenario (the “December 2020 Baseline Scenario”) to forecast the macroeconomic variables used in our models. The December 2020 Baseline Scenario was based on the review of a variety of surveys of baseline forecasts of the U.S. economy. The December Baseline Scenario projections included, among other things, (i) U.S. GDP annualized quarterly growth rate of 4.6% for the fourth quarter of 2020 followed by projected annualized quarterly growth rates in the range of approximately 3.0% to 8.0% during 2021 and 6.0% to 7.5% through the end of the forecast period in the fourth quarter of 2022; (ii) a U.S. unemployment rate of 6.7% in the fourth quarter of 2020 and an average projected rate of 7.0% in 2021 and 6.0% in 2022, with the fourth quarter of 2022 projected to be 5.4% (Texas unemployment rates are projected to be slightly less for those periods); and (iii) an average 10 year Treasury rate of 0.79% in the fourth quarter of 2020, increasing to an average projected rate of 1.05% in 2021 and 2.04% in 2022. The December 2020 Baseline Scenario also projected average oil prices of $40 per barrel in the fourth quarter of 2020, $45 per barrel on average for the year in 2021 and $55 per barrel on average for the year in 2022, with the fourth quarter of 2022 projected to be $59 per barrel.

The overall loan portfolio, excluding PPP loans which are fully guaranteed by the SBA, as of September 30, 2021 decreased $42.6 million, or 0.3%, compared to December 31, 2020. This decrease included a $25.7 million, or 0.5%, decrease in commercial and industrial loans, a $257.0 million, or 20.8%, decrease in energy loans and a $22.8 million, or 4.5%, decrease in consumer and other loans partly offset by a $230.6 million, or 3.3%, increase in commercial real estate loans and a $32.3 million, or 2.4%, increase in consumer real estate loans. The weighted average risk grade for commercial and industrial loans decreased to 6.29 at September 30, 2021 compared to 6.45 at December 31, 2020. Commercial and industrial loans graded “watch” and “special mention” (risk grades 9 and 10) decreased $116.6 million during the first nine months of 2021 while classified commercial and industrial loans decreased $1.6 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 6.55 at September 30, 2021 from 6.85 at December 31, 2020. The decrease in the weighted average risk grade was primarily related to a $128.5 million decrease in energy loans graded “watch” and “special mention” (risk grades 9 and 10) and an $8.5 million decrease in classified energy loans. Pass grade energy loans decreased $120.0 million and the weighted-average risk grade of pass grade energy loans decreased slightly from 5.99 at December 31, 2020 to 5.94 at September 30, 2021. The weighted average risk grade for commercial real estate loans decreased to 7.25 at September 30, 2021 from 7.32 at December 31, 2020. Pass grade commercial real estate loans increased $245.6 million while commercial real estate loans graded as “watch” and “special mention” increased $14.1 million and classified commercial real estate loans decreased $29.2 million.

As noted above our credit loss models utilized the economic forecasts in the Moody’s Consensus Scenario for September 2021 for our estimated expected credit losses as of September 30, 2021 and the Moody’s Baseline Scenario for December 2020 for our estimate of expected credit losses as of December 31, 2020. 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”) adjustments are discussed below.

Q-Factor adjustments are based upon management 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.

As a result of this assessment as of September 30, 2021, modeled expected credit losses were adjusted upwards by a weighted-average Q-Factor adjustment of approximately 1.9%, up from approximately 1.2% at December 31, 2020. The weighted-average Q-Factor adjustment at September 30, 2021 was based on a limited negative impact related to changes in lending policies, procedures and underwriting standards; no impact to changes in loan portfolio attributes and concentrations, changes in risk grades, changes in the volumes and severity of loan delinquencies and adverse classifications and potential deterioration of collateral values; a negative expected impact associated with national, regional and local economic and business conditions and developments that affect the collectability of loans and a severely negative impact from other risk factors associated with our commercial real estate construction and land loan portfolios, particularly the risks related to expected extensions.

In the first quarter of 2020, unprecedented economic conditions due to the COVID-19 pandemic and oil and gas price volatility resulted in significant spikes in the unemployment rate and the level of unemployment claims as well as severe declines in the level of the U.S. and Texas GDPs, among other things. In some cases, our expected credit loss models consider these economic variables on a three- to four-quarter lag basis. As of September 30, 2021, the significant spikes in several of these variables are no longer impacting our model results; however, as the economy has entered recovery, the models are now being impacted by exceptionally positive changes in certain variables which has resulted in lower estimates of expected credit losses. Notwithstanding the foregoing, management believes there are still significant headwinds impacting the recovery of the U.S. and Texas economies and certain categories of our loan portfolio. As a result, we have provided additional qualitative adjustments for certain categories of loans, as further described below.

As of December 31, 2020, we provided an additional qualitative adjustment for energy production loans. As more fully described in our 2020 Form 10-K, this adjustment was estimated based on borrowing base determinations for our energy production loans using current engineering valuations. We also performed an analysis of our customers' secondary sources of capital. As a result of the estimated borrowing base deficiencies for the identified credits, we provided an additional qualitative adjustment of approximately $21.1 million for energy production loans at December 31, 2020. Using a similar methodology as of September 30, 2021, we determined that no additional qualitative adjustment was necessary as there were no longer any significant borrowing base deficiencies within the energy production portfolio a result of higher market prices for oil and gas and lower line balances on production loans.

Our Commercial Real Estate Oversight Council, in its oversight and assessment of the credit quality of our commercial real estate loan portfolios, believes these portfolios continue to have an elevated level of risk notwithstanding recent economic stimulus efforts by federal and state governments. As of September 30, 2021, we provided additional qualitative adjustments totaling $133.5 million for various categories of our commercial real estate loan portfolio. This amount includes $58.5 million for owner-occupied commercial real estate loans, $58.3 million for non-owner-occupied commercial real estate loans and $16.7 million for commercial real estate construction loans. These additional qualitative adjustments are largely related to the on-going effects of the COVID-19 pandemic, as further discussed below, and to compensate for the effect of unusually large positive changes in certain economic variables used by our credit loss models. Furthermore, management believes that there are still significant headwinds impacting the recovery of the U.S. and Texas economies and certain categories of our loan portfolio.

The COVID-19 pandemic has resulted in a significant decrease in commercial activity throughout the State of Texas as well as nationally. Efforts to limit the spread of COVID-19 led to the closure of non-essential businesses, travel restrictions, supply chain disruptions and prohibitions on public gatherings, among other things, throughout many parts of the United States and, in particular, the markets in which we operate. Nonetheless, by late 2020, the markets in which we operate had substantially reopened. We lend to customers operating in certain industries (detailed in the table below) that have been, and are expected to continue to be, more significantly impacted by the effects of the COVID-19 pandemic. We are continuing to monitor customers in these industries closely. In assessing these portfolios for an additional qualitative adjustment, we performed a comprehensive review of the financial condition and overall outlook of the borrowers within these portfolios. Based on this analysis, we determined that there continues to be an elevated level of risk associated with these industries. As a result, we provided an additional qualitative adjustment related to the effects of the COVID-19 pandemic totaling $58.8 million as of September 30, 2021, of which $52.9 million was allocated to commercial real estate loans and $5.9 million was allocated to commercial and industrial loans. These amounts are included in the totals detailed above. As of December 31, 2020, we provided a similar additional qualitative adjustment totaling $47.1 million, the details of which are described in our 2020 Form 10-K.

These industries that management believes are particularly impacted by the effects of the COVID-19 pandemic are presented in the following table as of September 30, 2021 and December 31, 2020 and include amounts reported as both commercial and industrial loans and commercial real estate loans while PPP loans are excluded.


	Outstanding Balance		Percentage of Total Loans, Excluding PPP Loans		Allocated Allowance		Allocated Allowance as a Percentage of Outstanding Balance
September 30, 2021
Hotels/lodging	$	302,622	2.02	%	$	32,033	10.59	%
Restaurants	280,718		1.87		18,804		6.70
Entertainment	111,386		0.74		10,301		9.25
Total	$	694,726	4.63	%	$	61,138	8.80	%
December 31, 2020
Retail/strip centers	$	916,633	6.09	%	$	21,049	2.30	%
Hotels/lodging	268,825		1.79		24,546		9.13
Restaurants	277,054		1.84		20,617		7.44
Entertainment	126,266		0.84		6,151		4.87
Total	$	1,588,778	10.56	%	$	72,363	4.55	%

As of September 30, 2021, we provided an additional qualitative adjustment for our commercial and industrial loan portfolio totaling $13.4 million, of which $5.9 million was included in the $58.8 million additional qualitative adjustment for COVID-19 impacted industries discussed above. An additional $7.5 million was provided based upon management's assessment of the risk associated with the long-term sustainability of borrowers within our small business commercial and industrial portfolio. The majority of these borrowers have been bolstered by PPP funding from the SBA which has helped them to sustain their operations amid on-going pandemic-related shutdowns and other restrictions. Nonetheless, management believes there is a significant amount of uncertainty associated with the long-term viability of many of these businesses when this government supplemented funding runs out. Furthermore, on March 27, 2021, the COVID-19 Bankruptcy Relief Extension Act of 2021 was enacted, extending the bankruptcy relief provisions enacted in the CARES Act of 2020 until March 27, 2022. These provisions provide financially distressed small businesses and individuals greater access to bankruptcy relief. In that regard, we also provided an additional qualitative adjustment for our consumer and other loan portfolio totaling $1.4 million in light of the level of unsecured loans within this portfolio and other risk factors.

Additional information related to credit loss expense and net (charge-offs) recoveries is presented in the table 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:
September 30, 2021
Commercial and industrial	$	(1,020)	$	(485)	$	4,823,302	(0.04)	%
Energy	(7,720)		159		968,044		0.07
Paycheck Protection Program	—		—		1,364,945		—
Commercial real estate	4,007		54		7,194,723		—
Consumer real estate	(982)		857		1,353,830		0.25
Consumer and other	2,692		(2,700)		484,490		(2.21)
Total	$	(3,023)	$	(2,115)	$	16,189,334	(0.05)
Excluding PPP loans	$	(3,023)	$	(2,115)	$	14,824,389	(0.06)
September 30, 2020
Commercial and industrial	$	(18,547)	$	(7,484)	$	4,915,056	(0.61)	%
Energy	13,814		—		1,386,637		—
Paycheck Protection Program	—		—		3,204,125		—
Commercial real estate	25,368		(200)		6,859,902		(0.01)
Consumer real estate	1,794		(515)		1,282,784		(0.16)
Consumer and other	1,161		(1,977)		500,683		(1.57)
Total	$	23,590	$	(10,176)	$	18,149,187	(0.22)
Excluding PPP loans	$	23,590	$	(10,176)	$	14,945,062	(0.27)
Nine months ended:
September 30, 2021
Commercial and industrial	$	(8,886)	$	(1,191)	$	4,778,049	(0.03)	%
Energy	(19,048)		(56)		1,051,471		(0.01)
Paycheck Protection Program	—		—		2,276,087		—
Commercial real estate	16,583		579		7,116,541		0.01
Consumer real estate	(3,093)		1,196		1,339,487		0.12
Consumer and other	7,042		(6,153)		472,770		(1.74)
Total	$	(7,402)	$	(5,625)	$	17,034,405	(0.04)
Excluding PPP loans	$	(7,402)	$	(5,625)	$	14,758,318	(0.05)
September 30, 2020
Commercial and industrial	$	10,737	$	(11,088)	$	5,137,360	(0.29)	%
Energy	96,478		(68,776)		1,507,739		(6.09)
Paycheck Protection Program	—		—		1,906,840		—
Commercial real estate	104,716		(3,641)		6,596,873		(0.07)
Consumer real estate	3,716		56		1,239,946		0.01
Consumer and other	8,096		(6,421)		513,775		(1.67)
Total	$	223,743	$	(89,870)	$	16,902,533	(0.71)
Excluding PPP loans	$	223,743	$	(89,870)	$	14,995,693	(0.80)

We recorded a net credit loss benefit related to loans totaling $3.0 million and $7.4 million for the three and nine months ended September 30, 2021, respectively, compared to a net credit loss expense related to loans totaling $23.6 million and $223.7 million for the same respective periods in 2020. The net credit loss benefit related to loans during the first nine months of 2021 primarily reflects improvements in forecasted economic conditions and oil price trends relative to the prevailing conditions in 2020. Credit loss expense related to loans during the first nine months of 2020 reflected the uncertain future impacts associated with the COVID-19 pandemic and the significant volatility in oil prices. Credit loss expense during the first nine months of 2020 also reflected the level of net charge-offs, the expected deterioration in credit quality and other changes within the loan portfolio. The ratio of the allowance for credit losses on loans to total loans was 1.58% (1.67% excluding PPP loans) at September 30, 2021 compared to 1.51% (1.75% excluding PPP loans) at December 31, 2020. 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 $51.6 million and $44.2 million at September 30, 2021 and December 31, 2020, 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 2020 Form 10-K. Credit loss expense related to off-balance-sheet credit exposures totaled $7.5 million during the first nine months of 2021 compared to $3.8 million during the same period in 2020.

Capital and Liquidity

Capital. Shareholders’ equity totaled $4.4 billion and $4.3 billion at September 30, 2021 and December 31, 2020, respectively. In addition to net income of $342.1 million, other sources of capital during the nine months ended September 30, 2021 included $37.8 million in proceeds from stock option exercises and $7.8 million related to stock-based compensation. Additionally, we issued $1.7 million of common stock held in treasury to our 401(k) plan in connection with matching contributions. Uses of capital during the nine months ended September 30, 2021 included other comprehensive loss, net of tax, of $162.7 million; $146.0 million of dividends paid on preferred and common stock; and $1.3 million of treasury stock purchases.

The accumulated other comprehensive income/loss component of shareholders’ equity totaled a net, after-tax, unrealized gain of $350.3 million at September 30, 2021 compared to $513.0 million at December 31, 2020. The change was primarily due to a $165.7 million net, after-tax, decrease in the net unrealized gain on securities available for sale.

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 the third quarter of 2021, a quarterly dividend of $0.72 per common share during each of the first and second quarters of 2021 and a quarterly dividend of $0.71 per common share during each the first, second and third quarters of 2020. These dividend amounts equate to a common stock dividend payout ratio of 41.7% and 57.3% during the first nine months of 2021 and 2020, 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.

Preferred Stock. On March 16, 2020, we redeemed all 6,000,000 shares of our 5.375% Non-Cumulative Perpetual Preferred Stock, Series A, (“Series A Preferred Stock”) at a redemption price of $25 per share, or an aggregate redemption of $150.0 million. When issued, the net proceeds of the Series A Preferred Stock totaled $144.5 million after deducting $5.5 million of issuance costs including the underwriting discount and professional service fees, among other things. Upon redemption, these issuance costs were reclassified to retained earnings and reported as a reduction of net income available to common shareholders.

On November 19, 2020 we issued 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). Dividends on the Series B Preferred Stock, if declared, accrue and are payable quarterly, in arrears, at a rate of 4.450% per annum. The net proceeds from the issuance and sale of the depositary shares representing the Series B Preferred Stock, after deducting underwriting discount and commissions, and the payment of expenses, were approximately $145.5 million. Under the terms of the Series B Preferred Stock, in the event that we do not declare and pay dividends on the Series B Preferred Stock for the most recent dividend period, we may not, with certain exceptions, declare or pay dividends on, or

purchase, redeem or otherwise acquire, shares of our common stock or any of our securities that rank junior to the Series B Preferred Stock. See 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 27, 2021 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 were repurchased under this plan during the first nine months of 2021. Under a prior plan, we repurchased 177,834 shares at a total cost of $13.7 million during 2020. 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 2020 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 September 30, 2021, we had approximately $15.4 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 September 30, 2021, based upon available, pledgeable collateral, our total borrowing capacity with the FHLB was approximately $3.1 billion. Furthermore, at September 30, 2021, we had approximately $8.0 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 September 30, 2021, Cullen/Frost had liquid assets, including cash and resell agreements, totaling $438.1 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.

Consolidated Average Balance Sheets and Interest Income Analysis - Quarter To Date

(Dollars in thousands - taxable-equivalent basis)


	September 30, 2021						September 30, 2020
	Average Balance		Interest Income/ Expense		Yield/ Cost		Average Balance		Interest Income/ Expense		Yield/ Cost
Assets:
Interest-bearing deposits	$	15,278,296	$	5,830	0.15	%	$	5,887,903	$	1,512	0.10	%
Federal funds sold	1,676		2		0.48		11,153		5		0.18
Resell agreements	7,907		6		0.29		20,012		14		0.27
Securities:
Taxable	4,147,511		20,736		2.03		4,201,559		22,560		2.21
Tax-exempt	8,355,422		78,968		4.04		8,478,804		80,566		4.08
Total securities	12,502,933		99,704		3.35		12,680,363		103,126		3.44
Loans, net of unearned discounts	16,189,334		169,892		4.16		18,149,187		170,127		3.73
Total Earning Assets and Average Rate Earned	43,980,146		275,434		2.53		36,748,618		274,784		3.04
Cash and due from banks	569,715						512,557
Allowance for credit losses on loans and securities	(255,214)						(259,973)
Premises and equipment, net	1,029,242						1,053,725
Accrued interest and other assets	1,450,373						1,380,138
Total Assets	$	46,774,262					$	39,435,065

Liabilities:
Non-interest-bearing demand deposits:
Commercial and individual	$	15,829,582					$	13,782,790
Correspondent banks	234,720						243,946
Public funds	934,428						558,703
Total non-interest-bearing demand deposits	16,998,730						14,585,439
Interest-bearing deposits:
Private accounts
Savings and interest checking	10,317,162		308		0.01		8,076,797		313		0.02
Money market deposit accounts	10,024,138		2,655		0.11		8,555,381		1,940		0.09
Time accounts	1,101,498		684		0.25		1,120,021		3,116		1.11
Public funds	674,274		30		0.02		536,917		28		0.02
Total interest-bearing deposits	22,117,072		3,677		0.07		18,289,116		5,397		0.12
Total deposits	39,115,802						32,874,555
Federal funds purchased	27,002		9		0.13		33,917		7		0.08
Repurchase agreements	2,188,171		632		0.11		1,544,205		475		0.12
Junior subordinated deferrable interest debentures	136,395		631		1.85		136,337		700		2.05
Subordinated notes	99,125		1,164		4.70		98,968		1,164		4.70

Total Interest-Bearing Funds and Average Rate Paid	24,567,765		6,113		0.10		20,102,543		7,743		0.15
Accrued interest and other liabilities	790,289						682,525
Total Liabilities	42,356,784						35,370,507
Shareholders’ Equity	4,417,478						4,064,558
Total Liabilities and Shareholders’ Equity	$	46,774,262					$	39,435,065
Net interest income			$	269,321					$	267,041
Net interest spread					2.43	%					2.89	%
Net interest income to total average earning assets					2.47	%					2.95	%

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.

Consolidated Average Balance Sheets and Interest Income Analysis - Year To Date

(Dollars in thousands - taxable-equivalent basis)


	September 30, 2021						September 30, 2020
	Average Balance		Interest Income/ Expense		Yield/ Cost		Average Balance		Interest Income/ Expense		Yield/ Cost
Assets:
Interest-bearing deposits	$	12,849,827	$	11,877	0.12	%	$	4,491,737	$	10,894	0.32	%
Federal funds sold	9,331		13		0.18		104,425		721		0.91
Resell agreements	6,169		11		0.24		22,984		163		0.93
Securities:
Taxable	4,111,574		61,366		2.03		4,246,298		71,950		2.32
Tax-exempt	8,237,397		235,344		4.07		8,468,372		243,961		4.07
Total securities	12,348,971		296,710		3.37		12,714,670		315,911		3.48
Loans, net of unearned discounts	17,034,405		522,376		4.10		16,902,533		515,912		4.08
Total Earning Assets and Average Rate Earned	42,248,703		830,987		2.67		34,236,349		843,601		3.35
Cash and due from banks	543,514						525,627
Allowance for credit losses on loans and securities	(261,568)						(219,312)
Premises and equipment, net	1,038,467						1,040,451
Accrued interest and other assets	1,434,859						1,371,366
Total Assets	$	45,003,975					$	36,954,481

Liabilities:
Non-interest-bearing demand deposits:
Commercial and individual	$	15,129,135					$	12,330,235
Correspondent banks	245,630						239,911
Public funds	887,234						471,321
Total non-interest-bearing demand deposits	16,261,999						13,041,467
Interest-bearing deposits:
Private accounts
Savings and interest checking	9,903,558		1,015		0.01		7,575,992		1,012		0.02
Money market deposit accounts	9,652,001		6,519		0.09		8,221,183		13,532		0.22
Time accounts	1,122,169		3,078		0.37		1,115,666		11,629		1.39
Public funds	672,424		81		0.02		580,437		1,504		0.35
Total interest-bearing deposits	21,350,152		10,693		0.07		17,493,278		27,677		0.21
Total deposits	37,612,151						30,534,745
Federal funds purchased	33,937		24		0.09		31,547		92		0.38
Repurchase agreements	2,030,266		1,597		0.10		1,346,802		3,913		0.38
Junior subordinated deferrable interest debentures	136,380		1,915		1.87		136,323		2,893		2.83
Subordinated notes	99,085		3,492		4.70		98,929		3,492		4.71
Federal Home Loan Bank advances	—		—		—		145,985		318		0.29
Total Interest-Bearing Funds and Average Rate Paid	23,649,820		17,721		0.10		19,252,864		38,385		0.27
Accrued interest and other liabilities	747,473						669,297
Total Liabilities	40,659,292						32,963,628
Shareholders’ Equity	4,344,683						3,990,853
Total Liabilities and Shareholders’ Equity	$	45,003,975					$	36,954,481
Net interest income			$	813,266					$	805,216
Net interest spread					2.57	%					3.08	%
Net interest income to total average earning assets					2.61	%					3.20	%

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 2020 Form 10-K. There has been no significant change in the types of market risks we face since December 31, 2020.

We utilize an earnings simulation model as the primary quantitative tool in measuring the amount of interest rate risk associated with changing market rates. The model quantifies the effects of various interest rate scenarios on projected net interest income and net income over the next 12 months. The model measures the impact on net interest income relative to a flat-rate case scenario of hypothetical fluctuations in interest rates over the next 12 months. These simulations incorporate assumptions regarding balance sheet growth and mix, pricing and the repricing and maturity characteristics of the existing and projected balance sheet. The impact of interest rate derivatives, such as interest rate swaps, caps and floors, is also included in the model. Other interest rate-related risks such as prepayment, basis and option risk are also considered.

For modeling purposes, as of September 30, 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 3.6% and 9.0%, 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. For modeling purposes, as of December 31, 2020, 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 2.3% and 6.2%, 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 1.8% relative to the flat-rate case over the next 12 months. Both the September 30, 2021 and December 31, 2020 model simulations for increased interest rates were impacted by the assumption, for modeling purposes, that we will begin to pay interest on commercial demand deposits (those not already receiving an earnings credit rate) in the fourth and first quarters of 2021, respectively, as further discussed below. The likelihood of a decrease in interest rates beyond 25 basis points as of September 30, 2021 and December 31, 2020 was considered remote given prevailing interest rate levels.

The model simulations as of September 30, 2021 indicate that our projected balance sheet is more asset sensitive in comparison to our balance sheet as of December 31, 2020. The increased asset sensitivity was primarily due to an increase 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. 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.

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 September 30, 2021 and December 31, 2020 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 fourth and first quarters of 2021 and 2020, 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 September 30, 2021, the effects of a 200 basis point increase and a 25 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.

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.

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 2020 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information with respect to purchases we made or were made on our behalf or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of our common stock during the three months ended September 30, 2021. Dollar amounts in thousands.


Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan	Maximum Number of Shares (or Approximate Dollar Value) That May Yet Be Purchased Under the Plan at the End of the Period
July 1, 2021 to July 31, 2021	478	(1)	$	112.62	—	$	100,000
August 1, 2021 to August 31, 2021	—		—		—	100,000
September 1, 2021 to September 30, 2021	—		—		—	100,000
Total	478				—

(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.

Item 6. Exhibits

(a) Exhibits


Exhibit Number			Description
10.1(1)			Executive Change-in-Control Severance Plan
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(2)			Section 1350 Certification of the Corporation's Chief Executive Officer
32.2(2)			Section 1350 Certification of the Corporation's Chief Financial Officer
101.INS(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(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.

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

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