2 0 1 3 21MAR200523282374 INTERNATIONAL BANCSHARES CORPORATION ALL BANKS MEMBER FDIC MEMBER BANKS: International Bank Of Commerce 1200 San Bernardo Avenue (956) 722-7611 Laredo 7002 San Bernardo Ave. (956) 728-0060 1002 Matamoros (956) 726-6622 1300 Guadalupe (956) 726-6601 2418 Jacaman Rd. (956) 764-6161 5300 San Dario Ste. 440D (956) 728-0063 5300 San Dario Ste. 202 (956) 790-6500 9710 Mines Road (956) 728-0092 4501 San Bernardo (956) 722-0485 7909 McPherson Ave. (956) 728-0064 2442 San Isidro Pkwy (956) 726-6611 2415 S. Zapata Hwy. (956) 728-0061 1320 San Dario Ave. (956) 790-6511 5610 San Bernardo (956) 726-6688 2320 Bob Bullock Lp 20 (956) 728-0062 4401 Highway 83 South (956) 794-8140 Administration Center 2418 Jacaman Rd. (Rear) (956) 722-7611 San Antonio 130 East Travis (210) 518-2500 5029 Broadway (210) 518-2523 6630 Callaghan (210) 369-2960 6301 NW Lp. 410 Ste. Q14 (210) 369-2910 2201 NW Military Dr. (210) 366-0617 12400 Hwy. 281 North (210) 369-2900 16339 Huebner Rd. (210) 369-2974 7400 San Pedro, Ste. 608 (210) 369-2940 1500 NE Lp. 410 (210) 281-2400 18750 Stone Oak Pkwy (210) 496-6111 5300 Walzem Rd. (210) 564-2300 10200 San Pedro Ave. (210) 366-5400 11831 Bandera Rd. (210) 369-2980 15900 La Cantera Parkway Ste 10005 (210)354-6984 6909 N. Loop 1604 E Ste. 1124 (210) 369-2922 3119 SE Military Drive (210) 354-6980 327 SW Loop 410 (210) 930-9825 2310 SW Military Dr. Ste #216 (210) 518-2558 999 E. Basse Rd. Ste. 150 (210) 369-2920 12018 Perrin Beitel Rd. (210) 369-2916 938 SE Military Dr. (210) 930-9815 735 SW Military (210) 930-9835 11002 Culebra (210) 930-9850 8503 NW Military Hwy (210) 369-2918 20935 Hwy 281 N., Ste 121 (210) 369-2914 4100 S. New Braunfels Ave. (210) 883-1415 Service Center 2416 Cee Gee (210) 821-4700 8770 Tesoro (210) 821-4700 Luling 200 S. Pecan St. (830) 875-2445 Marble Falls 2401 Hwy. 281 North (830) 693-4301 San Marcos 1081 Wonder World (512) 353-1011 Shertz 3800 Hwy 3009 (210) 354-6982 McAllen One S. Broadway (956) 686-0263 7124 N. 23rd. (956) 630-9310 301 S. 10th St. (956) 688-3610 3600 N. 10th. St. (956) 688-3690 2200 S. 10th St. (La Plaza East) (956) 688-3670 820 S. Jackson Road (956) 630-9360 2200 S. 10th St. (La Plaza West) (956) 688-3660 2225 Nolana (956) 688-3600 1200 E. Jackson (956) 688-3685 2800 Nolana (956) 688-3620 2900 W. Exp 83 (956) 630-9350 Alamo 1421 West Frontage Rd. (956) 688-3645 Edinburg 400 S. Closner (956) 688-3640 4101 S. McColl (956) 630-9337 1724 W. University Dr. Ste. B (956) 688-3680 2205 W. University Dr. (956) 630-9340 Mission 900 N. Bryan Rd. (956) 688-3630 200 E. Griffin Pkwy (956) 632-3512 2410 E. Expressway 83 (956) 688-3625 121 S. Shary Rd. (956) 630-9365 Pharr 401 South Cage (956) 688-3635 1007 North I Rd. (956) 688-3655 Weslaco 606 S. Texas Blvd. (956) 688-3605 1310 N. Texas (956) 937-9500 Hidalgo 1023 S. Bridge (956) 688-3665 San Juan 108 E. FM 495 (956) 630-9320 Palmhurst 215 E. Mile 3 Rd. (956) 688-3675 Penitas 1705 Expressway 83 (956) 630-9347 Corpus Christi 221 S. Shoreline (361) 888-4000 6130 S. Staples (361) 991-4000 4622 Everhart (361) 903-7265 14066 Northwest Blvd. (361) 903-7285 Flour Bluff 1317 Waldron Road (361) 886-9950 Sinton 301 West Sinton (361) 364-1230 Rockport 2701 Hwy. 35 N. (361) 729-0500 2431 Hwy. 35 (361) 729-0500 Aransas Pass 2501 W. Wheeler Ave. (361) 729-0500 Portland 1800 US Hwy 181 (361) 886-9910 Port Lavaca 311 N. Virginia St. (361) 552-9771 Bay City 1916 7th Street (979) 245-5781 Victoria 6411 N. Navarro (361) 575-8394 Houston 5615 Kirby Dr. (713) 526-1211 8203 S. Kirkwood (713) 285-2165 1001 McKinney Ste. 150 (713) 285-2140 5250 FM 1640 (832) 595-0920 1777 Sage Rd. (713) 285-2133 3200 Woodridge, Ste. 1350 (713) 285-2266 3939 Montrose Ste. W (713) 285-2195 5085 Westheimer Ste. 4640 (713) 285-2296 1545 Eldridge Parkway (713) 285-2042 1630 Spencer Highway (713) 535-8344 9710 Katy Freeway (713) 535-8335 Sugarland 10570 State Hwy 6 (713) 285-2199 Galveston 500 Seawall Blvd., Ste. 200 (409) 763-2254 Pearland 2805 Business Center Drive (713) 535-8380 Katy 544 West Grand Parkway (713) 285-2037 Lake Jackson 212 That Way (979) 297-2466 Angleton 200 East Mulberry (979) 849-7711 Freeport 1208 N. Brazosport Blvd. (979) 233-2677 Dickinson 2301 West FM 646 (713) 285-2021 Eagle Pass 2395 E. Main Street (830) 773-2313 2538 E. Main Street (830) 773-2313 439 Main Street (830) 773-2313 2305 Del Rio Blvd. (830) 773-2313 International Bank Of Commerce 1200 San Bernardo Avenue (956) 722-7611 455 S. Bibb Ave. Ste. 502 (830) 773-2313 2135 East Main Street (830) 773-2313 Del Rio 2410 Dodson St. (830) 775-4265 1507 Veteran’s Blvd (830) 775-4265 2205 Veterans Blvd, Suite E9 (830) 775-4265 Uvalde 3100 E. Hwy. 90 (830) 278-8045 2065 E. Main St. (830) 278-8045 Austin 816 Congress Ave., Ste. 100 (512) 397-4506 10405 FM 2222 (512) 397-4584 2817 E. Cesar Chavez (512) 320-9650 12625 North IH 35 Bldg. D (512) 397-4570 11400 Burnett Road Bldg. 46 (512) 397-4595 9900 South IH 35 Bldg. Y (512) 397-4530 2901 S. Capitol of Tx Hwy, #H-18C (512) 320-9570 4036 FM 620 S. (512) 320-9575 Bastrop 701 W. Hwy 71 (512) 308-9412 Cedar Park 301 W. Whiteston Blvd (512) 397-4552 11200 Lakeline Mall Dr. (512) 397-4590 Round Rock 1850 Gattis School Rd. (512) 320-9530 Leander 1695 US Hwy 183 (512) 320-9540 Oklahoma Ardmore 2302 12th Ave. (580) 223-0345 Broken Arrow 6412 S. Elm Pl. (918) 497-2492 8112 Garnett Rd. (918) 497-2840 Chickasha 628 Grand Ave. (405) 775-8052 Claremore 1050 N. Lynn Riggs Blvd. (918) 497-2456 Clinton 1002 W. Frisco Ave. (580) 323-0730 Duncan 1006 Main (580) 255-8187 2311 N. Hwy 81 (580) 255-9055 Edmond 1812 SE 15th St. (405) 775-8061 421 S. Santa Fe Ave. (405) 841-8055 Grove 100 E. 3rd St. (918)786-4438 2120 Saunders (956) 724-1616 Guthrie 120 N. Division St. (405) 775-8064 Tulsa 2808 E. 101st St. (918) 497-2810 1951 S. Yale Ave. (918) 497-2452 4202 S. Garnett (918) 497-2880 2250 E. 73rd St (918) 497-2400 1 E. 5th St. (918) 497-2449 8202 E. 71st St (918) 497-2454 5302 E. Skelly Dr. (918) 497-2453 Chandler 3108 E. First St. (405) 258-2351 Oklahoma City 3817 NW Expressway (405) 841-2100 100 W. Park Ave. (405) 775-8093 5701 N. May Ave. (405) 775-8056 10500 S. Pennsylvania Ave (405) 775-8058 2301 N. Portland Ave. (405) 775-8068 12241 N. May Ave. (405) 775-8059 4902 N. Western Ave. (405) 775-8054 Commerce Bank 5800 San Dario Laredo, Texas 78041 (956) 724-1616 2302 Blaine St. (956) 724-1616 14001 N. McArthur Blvd (405) 775-1710 Lawton 2101 W. Gore (580) 355-0253 6425 NW Cache Rd. (580) 250-4311 200 SW C. Ave., Ste 10 (580) 248-2265 Miami 2520 N. Main (918) 542-4411 Midwest City 414 N. Air Depot Blvd. (405) 775-8092 2200 S. Douglas Blvd. (405) 775-8057 Moore 513 NE 12th (405) 775-8066 901 SW 19th (405) 775-1720 Pauls Valley 700 W. Grant Ave. (405) 238-7318 Purcell 430 W. Lincoln St. (405) 775-8094 Sand Springs 3402 State Hwy. 97 (918) 497-2459 Sapulpa 911 E. Taft St. (918) 497-2458 Shawnee 2512 N. Harrison Ave. (405) 775-8067 Sulphur 2009 W. Broadway Ave. (580) 622-3118 Weatherford 109 E. Franklin Ave. (580) 772-7441 Yukon 1203 Cornwell Dr. (405) 775-1711 Stillwater 1900 N. Perkins (405) 372-0889 Owasso 9350 N. Garnett (918) 497-2835 Elk City 1504 W. 3rd St. (580) 225-7200 Norman 2403 W. Main St. (405) 775-8069 Lindsey 211 E. Cherokee (405) 756-4494 Muskogee 3143 Azalea Park Drive (918) 682-2300 Bixby 11886 S. Memorial (918) 497-2855 Bethany 7723 NW 23rd St. (405) 775-8063 1200 Welby Court (956) 724-1616 International Bank of Commerce, Brownsville 1600 Ruben Torres Blvd Brownsville, TX 78522-1831 (956) 547-1000 1623 Central Blvd. (956) 547-1323 4520 E. 14th St. (956) 547-1300 630 E. Elizabeth St. (956) 547-1350 2370 N. Expressway (956) 547-1380 3600 W. Alton Gloor Blvd. (956) 547-1390 79 E. Alton Gloor Blvd (956) 547-1360 7480 S. HWY 48 (956) 547-1370 2721 Boca Chica Blvd (956) 547-1260 Harlingen 501 S. Dixieland Rd. (956) 428-6902 321 S. 77th Sunshine Strip (956) 428-6454 1801 W. Lincoln (956)428-4559 South Padre Island 911 Padre Blvd. (956) 547-1471 Port Isabel 1401 W. Hwy. 100 (956) 943-2108 International Bank of Commerce, Zapata U.S Hwy. 83 @ 10th Ave. Zapata, TX 78076 (956) 765-8361 Roma 1702 Grant St. (956) 849-1047 Alice 2001 E. Main St. (361) 661-1211 Rio Grande City 4015 E. Hwy. 83 (956) 487-5531 4534 E. Hwy. 83 (956) 488-6367 4031 E. Hwy 83 (956) 487-5535 Hebbronville 401 N. Smith Ave. (361) 527-2645 Kingsville 1320 General Cavazos Blvd (361) 516-1040 715 W. Santa Gertrudis (361) 516-1040 Freer 405 S. Norton (361) 661-1211 Beeville 802 E. Houston St. (361) 358-8700 302 N. St. Mary’s Street (361) 358-8700 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES (Consolidated) The following consolidated selected financial data is derived from the Corporation’s audited financial statements as of and for the five years ended December 31, 2013. The following consolidated financial data should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and related notes in this report. SELECTED FINANCIAL DATA AS OF OR FOR THE YEARS ENDED DECEMBER 31, 2013 2012 2011 2010 2009 (Dollars in Thousands, Except Per Share Data) STATEMENT OF CONDITION Assets . . . . . . . . . . . . . . . . . . Investment securities available-for-sale . . . . . . . . . . . . . . . . . . . . . . . . Net loans Deposits . . . . . . . . . . . . . . . . Other borrowed funds . . . . . . Junior subordinated deferrable interest debentures . . . . . . . Shareholders’ equity . . . . . . . . $12,079,477 $11,882,673 $11,739,649 $11,943,469 $11,762,543 5,304,579 5,129,074 8,243,425 1,223,950 5,525,015 4,716,811 8,287,213 749,027 5,213,915 4,969,283 7,946,092 494,161 5,086,457 5,325,521 7,599,558 1,026,780 4,644,083 5,571,869 7,178,007 1,347,625 190,726 1,424,408 190,726 1,435,708 190,726 1,600,165 201,117 1,459,217 201,082 1,407,470 INCOME STATEMENT Interest income . . . . . . . . . . . Interest expense . . . . . . . . . . . $ Net interest income . . . . . . . . Provision for probable loan losses . . . . . . . . . . . . . . . . . Non-interest income . . . . . . . . Non-interest expense . . . . . . . Income before income taxes . . Income taxes . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . Preferred stock dividends and discount accretion . . . . . . . . Net income available to common shareholders . . . . . Per common share: Basic . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . $ $ 363,217 54,632 308,585 22,968 189,605 292,632 182,590 56,239 126,351 375,639 74,499 301,140 27,959 200,591 315,372 158,400 50,565 107,835 $ $ 418,124 94,298 323,826 17,318 201,493 316,774 191,227 64,078 127,149 458,769 114,036 344,733 22,812 218,784 339,725 200,980 70,957 130,023 527,377 139,796 387,581 58,833 201,013 309,031 220,730 77,988 142,742 — 14,362 13,280 13,126 12,984 $ $ $ 126,351 1.88 1.88 $ $ $ 93,473 1.39 1.39 $ $ $ 113,869 1.69 1.69 $ $ $ 116,897 1.72 1.72 $ $ $ 129,758 1.90 1.90 1 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management’s discussion and analysis represents an explanation of significant changes in the financial position and results of operations of International Bancshares Corporation and its subsidiaries (the ‘‘Company’’ or the ‘‘Corporation’’) on a consolidated basis for the three-year period ended December 31, 2013. The following discussion should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, and the Selected Financial Data and Consolidated Financial Statements included elsewhere herein. Special Cautionary Notice Regarding Forward Looking Information Certain matters discussed in this report, excluding historical information, include forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created by these sections. Although the Company believes such forward-looking statements are based on reasonable assumptions, no assurance can be given that every objective will be reached. The words ‘‘estimate,’’ ‘‘expect,’’ ‘‘intend,’’ ‘‘believe’’ and ‘‘project,’’ as well as other words or expressions of a similar meaning are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. Such statements are based on current expectations, are inherently uncertain, are subject to risks and should be viewed with caution. Actual results and experience may differ materially from the forward-looking statements as a result of many factors. Risk factors that could cause actual results to differ materially from any results that are projected, forecasted, estimated or budgeted by the Company in forward-looking statements include, among others, the following possibilities: (cid:127) Local, regional, national and international economic business conditions and the impact they may have on the Company, the Company’s customers, and such customers’ ability to transact profitable business with the Company, including the ability of its borrowers to repay their loans according to their terms or a change in the value of the related collateral. (cid:127) Volatility and disruption in national and international financial markets. (cid:127) Government intervention in the U.S. financial system. (cid:127) The Company relies, in part, on external financing to fund the Company’s operations from the FHLB, the Fed and other sources and the unavailability of such funding sources in the future could adversely impact the Company’s growth strategy, prospects and performance. (cid:127) Changes in consumer spending, borrowings and savings habits. (cid:127) Changes in interest rates and market prices, which could reduce the Company’s net interest margins, asset valuations and expense expectations, including, without limitation, the repeal of federal prohibitions on the payment of interest on demand deposits. (cid:127) Changes in the capital markets utilized by the Company and its subsidiaries, including changes in the interest rate environment that may reduce margins. (cid:127) Changes in state and/or federal laws and regulations to which the Company and its subsidiaries, as well as their customers, competitors and potential competitors, are subject, including, without limitation, the impact of the Consumer Financial Protection Bureau as a new regulator of financial institutions, changes in the accounting, tax and regulatory treatment of trust preferred securities, as well as changes in banking, tax, securities, insurance, employment, environmental and immigration laws and regulations and the risk of litigation that may follow. 2 (cid:127) Changes in U.S.—Mexico trade, including, without limitation, reductions in border crossings and commerce resulting from the Homeland Security Programs called ‘‘US-VISIT,’’ which is derived from Section 110 of the Illegal Immigration Reform and Immigrant Responsibility Act of 1996. (cid:127) The reduction of deposits from nonresident alien individuals due to the new IRS rules requiring U.S. financial institutions to report to the IRS deposit interest payments made to nonresident alien individuals. (cid:127) The loss of senior management or operating personnel. (cid:127) Increased competition from both within and outside the banking industry. (cid:127) The timing, impact and other uncertainties of the Company’s potential future acquisitions including the Company’s ability to identify suitable potential future acquisition candidates, the success or failure in the integration of their operations and the Company’s ability to maintain its current branch network and to enter new markets successfully and capitalize on growth opportunities. (cid:127) Changes in the Company’s ability to pay dividends on its Common Stock. (cid:127) Additions to the Company’s loan loss allowance as a result of changes in local, national or international conditions which adversely affect the Company’s customers, including, without limitation, lower real estate values or environmental liability risks associated with foreclosed properties. (cid:127) Greater than expected costs or difficulties related to the development and integration of new products and lines of business. (cid:127) Increased labor costs and effects related to health care reform and other laws, regulations and legal developments impacting labor costs. (cid:127) Impairment of carrying value of goodwill could negatively impact our earnings and capital. (cid:127) Changes in the soundness of other financial institutions with which the Company interacts. (cid:127) Political instability in the United States or Mexico. (cid:127) Technological changes or system failure or breaches of our network security could subject us to increased operating costs as well as litigation and other liabilities. (cid:127) Acts of war or terrorism. (cid:127) Natural disasters. (cid:127) Reduced earnings resulting from the write down of the carrying value of securities held in our the securities are following a determination that securities available-for-sale portfolio other-than-temporarily impaired. (cid:127) 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 standards setters. (cid:127) The costs and effects of regulatory developments, including the resolution of regulatory or other governmental inquiries and the results of regulatory examinations or reviews. (cid:127) The effect of final rules amending Regulation E that prohibit financial institutions from charging consumer fees for paying overdrafts on ATM and one-time debit card transactions, unless the consumer consents or opts-in to the overdraft service for those types of transactions, as well as the effect of any other regulatory or legal developments that limit overdraft services. 3 (cid:127) The reduction of income and possible increase in required capital levels related to the adoption of new legislation, including, without limitation, the Dodd-Frank Regulatory Reform Act (the ‘‘Dodd-Frank Act’’) and the implementing rules and regulations, including the Federal Reserve’s rule that establishes debit card interchange fee standards and prohibits network exclusivity arrangements and routing restrictions that is negatively affecting interchange revenue from debit card transactions as well as revenue from consumer services. (cid:127) The possible increase in required capital levels related to the proposed capital rules of the federal banking agencies that address the Basel III capital standards. (cid:127) The enhanced due diligence burden imposed on banks related to the banks’ inability to rely on credit ratings under Dodd-Frank which may result in a limitation on the types of securities certain banks will be able to purchase as a result of the due diligence burden. (cid:127) The Company’s success at managing the risks involved in the foregoing items, or a failure or circumvention of the Company’s internal controls and risk management, policies and procedures. Forward-looking statements speak only as of the date on which such statements are made. It is not possible to foresee or identify all such factors. The Company makes no commitment to update any forward-looking statement, or to disclose any facts, events or circumstances after the date hereof that may affect the accuracy of any forward-looking statement, unless required by law. Overview The Company, which is headquartered in Laredo, Texas, with 211 facilities and 321 ATMs, provides banking services for commercial, consumer and international customers of South, Central and Southeast Texas and the State of Oklahoma. The Company is one of the largest independent commercial bank holding companies headquartered in Texas. The Company, through its bank subsidiaries, is in the business of gathering funds from various sources and investing those funds in order to earn a return. The Company either directly or through a bank subsidiary owns two insurance agencies, a liquidating subsidiary, and a fifty percent interest in an investment banking unit that owns a broker/dealer. The Company’s primary earnings come from the spread between the interest earned on interest-bearing assets and the interest paid on interest-bearing liabilities. In addition, the Company generates income from fees on products offered to commercial, consumer and international customers. A primary goal of the Company is to grow net interest income and non-interest income while adequately managing credit risk, interest rate risk and expenses. Effective management of capital is a critical objective of the Company. A key measure of the performance of a banking institution is the return on average common equity (‘‘ROE’’). The Company’s ROE for the year ended December 31, 2013 was 8.95% as compared to 7.17% for the year ended December 31, 2012. The Company is very active in facilitating trade along the United States border with Mexico. The Company does a large amount of business with customers domiciled in Mexico. Deposits from persons and entities domiciled in Mexico comprise a large and stable portion of the deposit base of the Company’s bank subsidiaries. The loan policies of the Company’s bank subsidiaries generally require that loans to borrowers domiciled in foreign countries be primarily secured by assets located in the United States or have credit enhancements, in the form of guarantees, from significant United States corporations. The Company also serves the growing Hispanic population through the Company’s facilities located throughout South, Central and Southeast Texas and the State of Oklahoma. Expense control is an essential element in the Company’s long-term profitability. As a result, the Company monitors the efficiency ratio, which is a measure of non-interest expense to net interest income plus non-interest income closely. As the Company adjusts to regulatory changes related to the Dodd-Frank Act, the Company’s efficiency ratio may suffer because the additional regulatory compliance costs are expected to increase non-interest expense. The Company monitors this ratio over time to assess the 4 Company’s efficiency relative to its peers. The Company uses this measure as one factor in determining if the Company is accomplishing its long-term goals of providing superior returns to the Company’s shareholders. On September 22, 2011, the Company announced the approval of a restructuring plan that resulted in the closing of fifty-five (55) in store branches by December 31, 2011. The branch closures were a result of reduced levels of revenue resulting from regulatory changes related to interchange fee income. The branches were closed in order to align the Company’s expenses with reduced levels of revenue, protecting the Company’s financial strength while preserving IBC’s free products program. Results of Operations Summary Consolidated Statements of Condition Information Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other borrowed funds . . . . . . . . . . . . . . . . . . . . . . Junior subordinated deferrable interest debentures . Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Income Information December 31, 2013 December 31, 2012 $12,079,477 5,129,074 8,243,425 1,223,950 190,726 1,424,408 (Dollars in Thousands) $11,882,673 4,716,811 8,287,213 749,027 190,726 1,435,708 Percent Increase (Decrease) 1.7% 8.7 (0.5) 63.4 — (.8) Year Ended December 31, 2013 Year Ended December 31, 2012 Percent Increase (Decrease) 2013 vs. 2012 Year Ended December 31, 2011 Percent Increase (Decrease) 2012 vs. 2011 (Dollars in Thousands) $363,217 54,632 308,585 22,968 189,605 292,632 126,351 $375,639 74,499 301,140 27,959 200,591 315,372 107,835 (3.3)% $418,124 94,298 323,826 17,318 201,493 316,774 127,149 (26.7) 2.5 (17.9) (5.5) (7.2) 17.2 (10.2)% (21.0) (7.0) 61.4 (.4) (.4) (15.2) Interest income . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . Net interest income . . . . . . . . . . . . Provision for probable loan losses . . Non-interest income . . . . . . . . . . . . Non-interest expense . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . Net income available to common shareholders . . . . . . . . . . . . . . . . 126,351 93,473 35.2 113,869 (17.9) Per common share: Basic . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . $ 1.88 1.88 $ 1.39 1.39 35.3% 35.3 $ 1.69 1.69 (17.8)% (17.8) Net Income Net income available to common shareholders for the year ended December 31, 2013 increased by 35.2% as compared to the same period in 2012. Net income available to common shareholders for the year ended December 31, 2013 was positively affected by the repayment of the TARP funds in the fourth quarter of 2012, which eliminated the continued payment of dividends on the Senior Preferred Stock that had been held by the U.S. Treasury, as well as the sale of available for sale securities totaling $6.2 million, net of tax. The securities sales were a result of the Company re-positioning a portion of the investment portfolio. Net income for the same period was negatively impacted by a charge of $8.0 million, net of tax, as a result of the Company’s lead bank subsidiary’s early termination of a portion of its long-term 5 repurchase agreements in order to help manage its long-term funding costs. Net income for the year ended December 31, 2013 was positively impacted by improving net interest margins as a result of lower rates paid on securities sold under repurchase agreements and time deposits. Net income for the years ended December 31, 2013 and 2012 was negatively impacted by slow loan demand, although it is improving, and yields in the bond markets. Net income also continues to be negatively affected by the burden of increasing compliance costs arising from the Dodd-Frank Act and heightened regulatory oversight. Net income for the year ended December 31, 2012 was negatively impacted by lower levels of revenue on interchange fee income and overdraft programs due to regulatory changes, as well as the burden of increasing compliance costs arising from the Dodd-Frank Act and heightened regulatory oversight. Net income for the year ended December 31, 2012 was positively impacted by the sale of available-for-sale investments securities totaling $25 million, net of tax. The securities sales were a result of the Company re-positioning a portion of the investment portfolio. Net income for the year ended December 31, 2012 was negatively impacted by a one-time charge of $20.5 million, net of tax, recorded in the third quarter as a result of the Company’s lead bank subsidiary’s early termination of a portion of its long-term repurchase agreements in order to help manage its long-term funding costs. Net Interest Income Net interest income is the spread between income on interest-earning assets, such as loans and securities, and the interest expense on liabilities used to fund those assets, such as deposits, repurchase agreements and funds borrowed. Net interest income is the Company’s largest source of revenue. Net interest income is affected by both changes in the level of interest rates and changes in the amount and composition of interest-earning assets and interest-bearing liabilities. For the years ended December 31, 2013 Average Rate/Cost 2012 Average Rate/Cost 2011 Average Rate/Cost Assets Interest earning assets: Loan, net of unearned discounts: Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.35% 3.44 5.51% 3.82 5.63% 4.13 Investment securities: Taxable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax-exempt Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.73 5.54 .25 1.95 5.55 .25 2.40 5.29 1.55 Total interest-earning assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.52% 3.68% 4.06% Liabilities Interest bearing liabilities: Savings and interest bearing demand deposits . . . . . . . . . . . . . . . . . . Time deposits: Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities sold under repurchase agreements . . . . . . . . . . . . . . . . . . . Other borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Junior subordinated deferrable interest debentures . . . . . . . . . . . . . . .13% .19% .30% .60 .51 2.80 .19 2.45 .79 .67 2.95 .24 3.46 1.03 .84 2.99 .22 5.66 Total interest bearing liabilities . . . . . . . . . . . . . . . . . . . . . . . . . .71% .93% 1.13% The level of interest rates and the volume and mix of earning assets and interest-bearing liabilities impact net income and net interest margin. The yield on average interest-earning assets decreased 4.3% 6 from 3.68% in 2012 to 3.52% in 2013, and the rates paid on average interest-bearing liabilities decreased 23.7% from .93% in 2012 to .71% in 2013. The yield on average interest-earning assets decreased 9.4% from 4.06% in 2011 to 3.68% in 2012, and the rates paid on average interest-bearing liabilities decreased 17.7% from 1.13% in 2011 to .93% in 2012. The majority of the Company’s taxable investment securities are invested in mortgage backed securities and during rapid increases or reduction in interest rates, the yield on these securities do not re-price as quickly as the loans. The following table analyzes the changes in net interest income during 2013, 2012 and 2011 and the relative effect of changes in interest rates and volumes for each major classification of interest-earning assets and interest-bearing liabilities. Non-accrual loans have been included in assets for the purpose of this analysis, which reduces the resulting yields: 2013 compared to 2012 Net increase (decrease) due to 2012 compared to 2011 Net increase (decrease) due to Volume(1) Rate(1) Total Volume(1) Rate(1) Total (Dollars in Thousands) (Dollars in Thousands) Interest earned on: Loans, net of unearned discounts: Domestic . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . $ 3,927 (960) Investment securities: $ (7,859) $ (3,932) $(15,564) $ (4,571) $(20,135) (1,553) (1,629) (1,162) (391) (669) Taxable . . . . . . . . . . . . . . . . . . . Tax-exempt . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . 3,395 1,217 (387) (11,082) (3) (1) (7,687) 1,214 (388) 20,976 2,346 471 (42,432) 505 (823) (21,456) 2,851 (352) Total interest income . . . . . . . . . . . $ 7,192 $(19,614) $(12,422) $ 7,838 $(48,483) $(40,645) Interest incurred on: Savings and interest bearing demand deposits . . . . . . . . . . . . $ 137 $ (1,663) $ (1,526) $ 928 $ (2,528) $ (1,600) Time deposits: Domestic . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . Securities sold under repurchase agreements . . . . . . . . . . . . . . . . Other borrowings . . . . . . . . . . . . . Junior subordinated deferrable (1,644) (2,019) (6,948) 1,003 (2,737) (2,129) (4,381) (4,148) (1,077) (332) (7,411) (6,591) (8,488) (6,923) (1,526) (411) (8,474) 592 (1,912) 162 (41) 192 (1,953) 354 interest debentures . . . . . . . . . . — (1,930) (1,930) (337) (791) (1,128) Total interest expense . . . . . . . . . . $(9,471) $(10,396) $(19,867) $ (2,568) $(17,170) $(19,738) Net interest income . . . . . . . . . . . . . $16,663 $ (9,218) $ 7,445 $ 10,406 $(31,313) $(20,907) (Note 1) The change in interest due to both rate and volume has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each. As part of the strategy to manage interest rate risk, the Company strives to manage both assets and liabilities so that interest sensitivities match. One method of calculating interest rate sensitivity is through gap analysis. A gap is the difference between the amount of interest rate sensitive assets and interest rate sensitive liabilities that re-price or mature in a given time period. Positive gaps occur when interest rate sensitive assets exceed interest rate sensitive liabilities, and negative gaps occur when interest rate sensitive liabilities exceed interest rate sensitive assets. A positive gap position in a period of rising interest rates should have a positive effect on net interest income as assets will re-price faster than liabilities. Conversely, net interest income should contract somewhat in a period of falling interest rates. Management can quickly change the Company’s interest rate position at any given point in time as market conditions dictate. 7 Additionally, interest rate changes do not affect all categories of assets and liabilities equally or at the same time. Analytical techniques employed by the Company to supplement gap analysis include simulation analysis to quantify interest rate risk exposure. The gap analysis prepared by management is reviewed by the Investment Committee of the Company twice a year. The Investment Committee is comprised of certain senior managers of the various Company bank subsidiaries along with consultants. Management currently believes that the Company is properly positioned for interest rate changes; however, if management determines at any time that the Company is not properly positioned, it will strive to adjust the interest rate sensitive assets and liabilities in order to manage the effect of interest rate changes. The Company has established guidelines for acceptable volatility of projected net interest income on the income simulation analysis and the guidelines are reviewed at least annually. As of December 31, 2013, in rising rate scenarios of 150, 300 and 400 basis points, the guidelines established by management require that the net interest income not vary by more than plus or minus 15%, 15% and 20%, respectively. At December 31, 2013, the income simulations show that a rate shift of 150, 300 and 400 basis points in interest rates up will vary projected net interest income for the coming 12 month period by (2.01)%, (1.98)% and (1.46)%, respectively. The basis point shift in interest rates is a hypothetical rate scenario used to calibrate risk, and does not necessarily represent management’s current view of future market developments. The Company believes that it is properly positioned for a potential interest rate increase or decrease. Allowance for Probable Loan Loss The following table presents information concerning the aggregate amount of non-accrual, past due and restructured domestic loans; certain loans may be classified in one or more categories: 2013 2012 2011 2010 2009 December 31, Loans accounted for on a non-accrual basis . . . . . Accruing loans contractually past due ninety days $62,823 (Dollars in Thousands) $118,505 $71,768 $108,023 $68,314 or more as to interest or principal payments . . . 7,197 14,769 14,268 19,347 11,986 The allowance for probable loan losses increased 20.6% to $70,161,000 at December 31, 2013 from $58,193,000 at December 31, 2012. The allowance was 1.3% of total loans, net of unearned income at December 31, 2013 and 1.2% at December 31, 2012. The provision for probable loan losses charged to expense decreased $4,991,000 to $22,968,000 for the year ended December 31, 2013 from $27,959,000 for the same period in 2012 primarily due to the continued workout of impaired loans previously identified by the Company. The Company’s provision for probable loan losses decreased for the year ended December 31, 2013 compared to the year ended December 31, 2012, mainly due to four commercial real estate relationships charged off in 2012 when the Company determined that further collection of the loan was not anticipated based on the borrowers’ financial condition. The Company’s provision for probable loan losses decreased for the year ended December 31, 2010 compared to the year ended December 31, 2009 mainly due to the decrease in the required reserves for impaired loans analyzed on an individual basis. The impaired loans have been measured based on the fair value of collateral. The majority of these loans show a fair value greater than the carrying value. Although the Texas and Oklahoma economies are performing better and appear to be recovering faster than other parts of the country, the long term weak economic environment may continue to reveal new problems within these markets. Loans accounted for as ‘‘troubled debt restructuring,’’ which are included in impaired loans, were not significant and totaled $20,358,000 and $29,395,000 as of December 31, 2013 and December 31, 2012, respectively. See Note 1 to the Consolidated Financial Statements. 8 The following table presents information concerning the aggregate amount of non-accrual and past due foreign loans extended to persons or entities in foreign countries. Certain loans may be classified in one or more category: Loans accounted for on a non-accrual basis . . . . . . . . . . . . . . . . . . . Accruing loans contractually past due ninety days or more as to December 31, 2013 2012 2011 2010 2009 (Dollars in Thousands) 7 $— $ — $— $ $ 24 interest or principal payments . . . . . . . . . . . . . . . . . . . . . . . . . . . — 264 20 501 103 The gross income that would have been recorded during 2013, 2012 and 2011 on non-accrual loans in accordance with their original contract terms was $4,088,000, $2,549,000 and $4,114,000 on domestic loans and $0, $0, and $0 on foreign loans, respectively. The amount of interest income on such loans that was recognized in 2013, 2012 and 2011 was $0, $0, and $31,000 on domestic loans and $0, $0, and $0 for foreign loans, respectively. Generally, loans are placed on non-accrual status if principal or interest payments become 90 days past due and/or management deem the collectability of the principal and/or interest to be in question, as well as when required by applicable regulatory guidelines. Interest income on non-accrual loans is recognized only to the extent payments are received or when, in management’s opinion, the creditor’s financial condition warrants reestablishment of interest accruals. Under special circumstances, a loan may be more than 90 days delinquent as to interest or principal and not be placed on non-accrual status. This situation generally results when a bank subsidiary has a borrower who is experiencing financial difficulties, but not to the extent that requires a restructuring of indebtedness. The majority of this category is composed of loans that are considered to be adequately secured and/or for which there has been a recent history of payments. When a loan is placed on non-accrual status, any interest accrued, not paid is reversed and charged to operations against interest income. Loan commitments, consisting of unused commitments to lend, letters of credit, credit card lines and other approved loans, that have not been funded, were $1,906,602,000 and $1,650,410,000 at December 31, 2013 and 2012, respectively. See Note 19 to the Consolidated Financial Statements. The following table summarizes loan balances at the end of each year and average loans outstanding during the year; changes in the allowance for probable loan losses arising from loans charged-off and 9 recoveries on loans previously charged-off by loan category; and additions to the allowance which have been charged to expense: 2013 2012 2011 2010 2009 (Dollars in Thousands) Loans, net of unearned discounts, outstanding at December 31 . . . . . . $5,199,235 $4,775,004 $5,053,475 $5,410,003 $5,667,262 Average loans outstanding during the year (Note 1) . . . . . . . . . . . . . . . . . $4,978,833 $4,932,728 $5,261,601 $5,542,230 $5,748,789 Balance of allowance at January 1 . . . $ Provision charged to expense . . . . . . . 58,193 22,968 $ 84,192 27,959 $ 84,482 17,318 $ 95,393 22,812 $ 73,461 58,833 Loans charged off: Domestic: Commercial, financial and agricultural . . . . . . . . . . . . . . . Real estate—mortgage . . . . . . . . Real estate—construction . . . . . . Consumer . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . (12,342) (1,252) (278) (561) (22) Total loans charged off: . . . . . . . . . . . (14,455) (48,445) (1,417) (7,617) (756) (111) (58,346) (18,085) (2,109) (1,467) (1,067) (171) (22,899) (7,702) (2,973) (22,186) (2,152) (227) (35,240) (14,565) (2,500) (17,953) (2,690) (831) (38,539) Recoveries credited to allowance: Domestic: Commercial, financial and agricultural . . . . . . . . . . . . . . . Real estate—mortgage . . . . . . . . Real estate—construction . . . . . . Consumer . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . Total recoveries . . . . . . . . . . . . . . . . . 2,842 359 87 162 5 3,455 3,767 208 229 184 — 4,388 4,422 328 171 211 159 5,291 626 517 16 256 102 519 128 19 937 35 1,517 1,638 Net loans charged off . . . . . . . . . . . . (11,000) (53,958) (17,608) (33,723) (36,901) Balance of allowance at December 31 . $ 70,161 $ 58,193 $ 84,192 $ 84,482 $ 95,393 Ratio of net loans charged-off during the year to average loans outstanding during the year (Note 1) . . . . . . . . . . . . . . . . . . . . Ratio of allowance to loans, net of unearned discounts, outstanding at December 31 . . . . . . . . . . . . . . . . . .22% 1.09% .33% .61% .64% 1.35% 1.22% 1.67% 1.56% 1.68% (Note 1) The average balances for purposes of the above table are calculated on the basis of daily balances. 10 The allowance for probable loan losses has been allocated based on the amount management has deemed to be reasonably necessary to provide for the probable losses incurred within the following categories of loans at the dates indicated and the percentage of loans to total loans in each category: At December 31, 2013 2012 2011 2010 2009 Percent Allowance of total Percent Allowance of total Percent Allowance of total Percent Allowance of total Percent Allowance of total (Dollars in Thousands) 47,676 8,061 12,541 750 1,133 55.7% $34,206 8,838 16.3 12,720 23.2 1,289 1.3 1,140 3.5 52.8% $51,847 9,322 17.6 19,940 24.0 1,724 1.6 1,359 4.0 50.6% $38,439 12,670 17.7 26,695 25.2 6,241 1.9 437 4.6 48.5% $47,676 16,825 17.5 27,918 27.2 2,581 2.3 393 4.5 47.8% 16.8 27.9 2.6 4.9 $70,161 100.0% $58,193 100.0% $84,192 100.0% $84,482 100.0% $95,393 100.0% Commercial, Financial and Agricultural . . . . . . . . . Real estate—Mortgage . . . . Real estate—Construction . . Consumer . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . The allowance for probable loan losses primarily consists of the aggregate loan loss allowances of the bank subsidiaries. The allowances are established through charges to operations in the form of provisions for probable loan losses. The bank subsidiaries charge off that portion of any loan which management considers to represent a loss as well as that portion of any other loan which is classified as a ‘‘loss’’ by bank examiners. Commercial, financial and agricultural or real estate loans are generally considered by management to represent a loss, in whole or part, (i) when an exposure beyond any collateral coverage is apparent, (ii) when no further collection of the portion of the loan so exposed is anticipated based on actual results, (iii) when the credit enhancements, if any, are not adequate, and (iv) when the borrower’s financial condition would indicate so. Generally, unsecured consumer loans are charged off when 90 days past due. The increase in charge-offs for the year ended December 31, 2012 compared to the year ended December 31, 2011 was largely due to the charge-off of a $22 million deficiency note on a large credit, which deficiency note was secured with a pool of assets of family trusts of the original creditors. Due to the complexities and delays in liquidating the pool of assets securing the note, the Company made the decision to charge off the loan. The allowance for probable loan losses is a reserve established through a provision for probable loan losses charged to expense, which represents management’s best estimate of probable loan losses within the existing portfolio of loans. The Company’s allowance for probable loan loss methodology is based on guidance provided in Securities and Exchange Commission Staff Accounting Bulletin No. 102, ‘‘Selected Loan Loss Allowance Methodology and Documentation Issues’’ and includes allowance allocations calculated in accordance with ASC 310, ‘‘Receivables’’ and ASC 450, ‘‘Contingencies.’’ The reserve allocated to all categories increased by approximately $12.0 million from 2012 to 2013. The increase can be attributed to a specific reserve of $12.0 million on a previously identified impaired commercial loan that further deteriorated during 2013. The reserve allocated to all categories of loans decreased approximately $26.0 million from 2011 to 2012. The decrease in the reserve is mainly due to the continued workout of the impaired loans previously identified by the Company. The reserve allocated to all categories decreased $10.9 million from 2009 to 2010. The decrease in the reserve from 2009 to 2010 is mainly due to a decrease in the required reserves for impaired loans analyzed on an individual basis. The impaired loans have been measured based on the fair value of collateral. The majority of these loans show a fair value, after considering selling costs, greater than the carrying value. Please refer to Note 4—Allowance for Probable Loan Losses in the accompanying Notes to the consolidated Financial Statements. While management of the Company considers that it is generally able to identify borrowers with financial problems reasonably early and to monitor credit extended to such borrowers carefully, there is no precise method of predicting loan losses. The determination that a loan is likely to be uncollectible and that it should be wholly or partially charged off as a loss is an exercise of judgment. Similarly, the 11 determination of the adequacy of the allowance for probable loan losses can be made only on a subjective basis. It is the judgment of the Company’s management that the allowance for probable loan losses at December 31, 2013 was adequate to absorb probable losses from loans in the portfolio at that date. See Critical Accounting Policies on page 24. Should any of the factors considered by management in evaluating the adequacy of the allowance for probable loan losses change, the Company’s estimate of probable loan losses could also change, which could affect the level of future provisions for probable loan losses. Non-Interest Income Service charges on deposit accounts . . . . . . . Other service charges, commissions and fees Banking . . . . . . . . . . . . . . . . . . . . . . . . . Non-banking . . . . . . . . . . . . . . . . . . . . . Investment securities transactions, net . . . . . Other investments, net . . . . . . . . . . . . . . . . Other income . . . . . . . . . . . . . . . . . . . . . . Year Ended Year Ended December 31, December 31, Percent Increase Year Ended (Decrease) December 31, 2013 2012 2013 vs. 2012 2011 Percent Increase (Decrease) 2012 vs. 2011 $ 97,087 $ 93,128 4.3% $ 97,968 (4.9)% (Dollars in Thousands) 41,075 7,116 9,601 22,383 12,343 38,523 6,998 38,446 13,339 10,157 6.6 1.7 (75.0) 67.8 21.5 50,686 7,304 17,285 16,041 12,209 (24.0) (4.2) 122.4 (16.8) (16.8) Total non-interest income . . . . . . . . . . . . $189,605 $200,591 (5.5)% $201,493 (.4)% Total non-interest income decreased 5.5% for the year ended December 31, 2013 when compared to the same period of 2012. Investment securities transactions decreased for the year ended December 31, 2013 compared to the same period of 2012 due to securities sales that occurred in 2012 as a result of the Company re-positioning a portion of the investment portfolio. Other investments income for the year ended December 31, 2013 was positively impacted by the sale of assets in a partnership where the holding company held an equity position, resulting in income of $5.5 million. Banking service charges, commissions and fees decreased 24% for the twelve months ended December 31, 2012 compared to the same period of 2011 primarily due to the impact of regulatory changes related to interchange fee income and overdraft programs. 12 Non-Interest Expense Employee compensation and benefits . . . . . . . . . . . . . . . . . . . Occupancy . . . . . . . . . . . . . . . . . . . Depreciation of bank premises and equipment . . . . . . . . . . . . . . . . . Professional fees . . . . . . . . . . . . . . . . . . Deposit insurance assessments Net expense, other real estate owned . . . . . . . . . . . . . . . . . . . . Amortization of identified intangible assets . . . . . . . . . . . . . . . . . . . . . Advertising . . . . . . . . . . . . . . . . . . Early termination fee—securities Year Ended December 31, 2013 Year Ended December 31, 2012 Percent Increase (Decrease) 2013 vs. 2012 Year Ended December 31, 2011 Percent Increase (Decrease) 2012 vs. 2011 (Dollars in Thousands) $119,845 31,766 $118,041 34,608 1.5% (8.2) $126,004 38,722 (6.3)% (10.6) 26,017 13,146 6,737 6,896 4,633 7,034 26,756 14,369 7,709 (2.8) (8.5) (12.6) 34,935 12,998 9,047 (23.4) 10.5 (14.8) 8,929 (22.8) 14,817 (39.7) 4,651 7,017 (.4) .2 5,293 5,807 (12.1) 20.8 sold under repurchase agreements 12,303 31,550 (61.0) — 100.0 Impairment charges (Total other-than-temporary impairment charges, $(431) less loss of $1,805, $(916) less gain of $(123), and $(1,003) less loss of $26, included in other comprehensive (loss) income) . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . 1,374 62,881 1,039 60,703 32.2 3.6 977 68,174 6.3 (11.0) Total non-interest expense . . . . . . $292,632 $315,372 (7.2)% $316,774 (.4)% Non-interest expense for the year ended December 31, 2013 decreased by 7.2% compared to the same period of 2012. Non-interest expense for the twelve months ended December 31, 2013 and 2012 was negatively impacted by charges of $12.3 million and $31.6 million, respectively, recorded by the Company’s lead bank subsidiary. The lead bank subsidiary terminated portions of its long-term repurchase agreements outstanding in order to help manage its long-term funding costs. Non-interest expense for 2011 was negatively impacted by a valuation allowance taken for a foreclosed real estate project, included in ‘‘net expense, other real estate owned,’’ in the table above. After evaluation of the carrying value of the foreclosed real estate, the Company determined that the property required a valuation allowance. The Company recorded other-than-temporary impairment charges of $1.4 million, $1 million, and $977 thousand on non-agency mortgage-backed securities, representing the credit related impairment on the securities in during 2013, 2012 and 2011, respectively. During the fourth quarter of 2011, the Company also recognized charges of $5.36 million, before tax, related to the closing of fifty-five (55) in-store branches by December 31, 2011. The charges are included in ‘‘Depreciation of bank premises and equipment’’ and ‘‘Other’’ in the table above. Effects of Inflation The principal component of earnings is net interest income, which is affected by changes in the level of interest rates. Changes in rates of inflation affect interest rates. It is difficult to precisely measure the impact of inflation on net interest income because it is not possible to accurately differentiate between 13 increases in net interest income resulting from inflation and increases resulting from increased business activity. Inflation also raises costs of operations, primarily those of employment and services. Financial Condition Investment Securities The following table sets forth the carrying value of investment securities as of December 31, 2013, 2012 and 2011: December 31, 2013 2012 2011 (Dollars in Thousands) Residential mortgage-backed securities Available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5,027,701 $5,265,204 $4,969,263 Obligations of states and political subdivisions Available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 248,410 238,675 224,761 Equity securities Available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,468 21,136 19,891 Other securities Held to maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,400 2,400 2,450 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5,306,979 $5,527,415 $5,216,365 The following tables set forth the contractual maturities of investment securities, based on amortized cost, at December 31, 2013 and the average yields of such securities, except for the totals, which reflect the weighted average yields. Actual maturities will differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties. Available for Sale Maturing Within one year Adjusted After one but within five years Adjusted After five but within ten years Adjusted After ten years Adjusted Cost Yield Cost Yield Cost Yield Cost Yield (Dollars in Thousands) Residential mortgage-backed securities . . . . . . . . . . . . . Obligations of states and political subdivisions . . . . Equity securities . . . . . . . . . Other securities . . . . . . . . . $ 22 8.0% $19,887 5.03% $638,363 2.63% $4,437,893 2.71% — 325 — — — — — — — — — — 704 — — 6.24 — — 247,650 27,750 — 5.45 2.07 — Total . . . . . . . . . . . . . . . . $347 .50% $19,887 5.03% $639,067 2.64% $4,713,293 2.85% Within one year Adjusted Held to Maturity Maturing After one but within five years Adjusted After five but within ten years Adjusted After ten years Adjusted Cost Yield Cost Yield Cost Yield Cost Yield (Dollars in Thousands) Other securities . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . $125 $125 1.43% $2,275 1.36% $— —% $— % 1.43% $2,275 1.36% $— —% $— —% 14 Mortgage-backed securities are securities primarily issued by the Federal Home Loan Mortgage Corporation (‘‘Freddie Mac’’), Federal National Mortgage Association (‘‘Fannie Mae’’), and the Government National Mortgage Association (‘‘Ginnie Mae’’). Investments in mortgage-backed securities issued by Ginnie Mae are fully guaranteed by the U.S. Government. Investments in mortgage-backed securities issued by Freddie Mac and Fannie Mae are not fully guaranteed by the U.S. Government, however, the Company believes that the quality of the bonds is similar to other AAA rated bonds with limited credit risk, particularly given the placement of Fannie Mae and Freddie Mac into conservatorship by the federal government in 2008 and because securities issued by others that are collateralized by residential mortgage-backed securities issued by Fannie Mae or Freddie Mac are rated consistently as AAA rated securities. Loans The amounts of loans outstanding, by classification, at December 31, 2013, 2012, 2011, 2010 and 2009 are shown in the following table: 2013 2012 2011 2010 2009 December 31, Commercial, financial and agricultural Real estate—mortgage . . . . . . . . . . . . Real estate—construction . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . $2,894,779 847,692 1,208,508 66,414 181,842 $2,525,380 838,467 1,147,669 74,514 188,974 (Dollars in Thousands) $2,560,102 895,870 1,273,389 94,109 230,005 $2,615,878 948,982 1,473,471 126,047 245,625 $2,703,379 954,010 1,583,057 146,331 280,485 Loans, net of unearned discount . . . $5,199,235 $4,775,004 $5,053,475 $5,410,003 $5,667,262 The following table shows the amounts of loans (excluding real estate mortgages and consumer loans) outstanding as of December 31, 2013, which based on remaining scheduled repayments of principal are due in the years indicated. Also, the amounts due after one year are classified according to the sensitivity to changes in interest rates: Maturing Within one year After one but within five years After five years Total (Dollars in Thousands) Commercial, financial and agricultural . . . . . . . . . . . Real estate—construction . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 780,975 530,378 124,578 $1,837,848 638,562 41,200 $275,956 39,568 16,064 $2,894,779 1,208,508 181,842 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,435,931 $2,517,610 $331,588 $4,285,131 Due after one but within five years . . . . . . . . . . . . . . . . . . . Due after five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $210,378 64,160 $2,307,232 267,428 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $274,538 $2,574,660 Interest sensitivity Fixed Rate Variable Rate (Dollars in Thousands) 15 International Operations On December 31, 2013, the Company had $181,842,000 (1.5% of total assets) in loans outstanding to borrowers domiciled in foreign countries, which included primarily borrowers domiciled in Mexico. The loan policies of the Company’s bank subsidiaries generally require that loans to borrowers domiciled in foreign countries be primarily secured by assets located in the United States or have credit enhancements, in the form of guarantees, from significant United States corporations. The composition of such loans and the related amounts of allocated allowance for probable loan losses as of December 31, 2013 and 2012 is presented below. Secured by certificates of deposit in United States banks . . . . . . . . . . . . . . . . . . . . . . . . . . Secured by United States real estate . . . . . . . . . . Secured by other United States collateral (securities, gold, silver, etc.) . . . . . . . . . . . . . . Unsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other (principally Mexico real estate) . . . . . . . . . For the year ended December 31, 2013 2012 Amount of Loans Related Allowance for Probable Losses Amount of Loans Related Allowance for Probable Losses (Dollars in Thousands) $122,314 27,817 $ 506 319 $131,775 24,005 $ 551 236 1,003 1,163 29,545 12 6 290 1,352 654 31,188 18 6 329 $181,842 $1,133 $188,974 $1,140 The transactions for the years ended December 31, 2013, 2012 and 2011, in that portion of the allowance for probable loan losses related to foreign debt were as follows: 2013 2012 2011 Balance at January 1, . . . . . . . . . . . . . . . . . . . . . . . . . . . Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Dollars in Thousands) $1,359 (111) — $1,140 (22) 5 $ 437 (171) 159 Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Charge (credit) to expense . . . . . . . . . . . . . . . . . . . . . . (17) 10 (111) (108) (12) 934 Balance at December 31 . . . . . . . . . . . . . . . . . . . . . . . . . $1,133 $1,140 $1,359 16 Deposits Deposits: Demand—non-interest bearing 2013 Average Balance 2012 Average Balance (Dollars in Thousands) Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,097,318 497,409 $1,832,870 239,669 Total demand non-interest bearing . . . . . . . . . . . . . . . . . . . . . . . . . . 2,594,727 2,072,539 Savings and interest bearing demand Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,358,990 520,125 Total savings and interest bearing demand . . . . . . . . . . . . . . . . . . . . 2,879,115 2,289,706 516,951 2,806,657 Time certificates of deposit $100,000 or more: Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 899,847 968,962 1,037,528 1,234,984 Less than $100,000: Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 565,403 337,610 636,062 373,235 Total time, certificates of deposit . . . . . . . . . . . . . . . . . . . . . . . . . 2,771,822 3,281,809 Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $8,245,664 $8,161,005 Interest expense: Savings and interest bearing demand Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,182 580 $ 4,487 801 $ 6,549 1,234 Total savings and interest bearing demand . . . . . . . . . . . . . . . . . . . . . 3,762 5,288 7,783 2013 2012 2011 (Dollars in Thousands) Time, certificates of deposit $100,000 or more Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less than $100,000 Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,761 5,590 3,065 1,028 8,263 9,148 4,945 1,617 10,299 11,512 7,468 2,277 Total time, certificates of deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,444 23,973 31,556 Total interest expense on deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $19,206 $29,261 $39,339 17 Scheduled maturities of time deposits in amounts of $100,000 or more at December 31, 2013, were as follows: Due within 3 months or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due after 3 months and within 6 months . . . . . . . . . . . . . . . . . . . . . . . Due after 6 months and within 12 months . . . . . . . . . . . . . . . . . . . . . . Due after 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 673,126 441,749 494,928 185,837 $1,795,640 The Company offers a variety of deposit accounts having a wide range of interest rates and terms. The Company relies primarily on its high quality customer service, sales programs, customer referrals and advertising to attract and retain these deposits. Deposits provide the primary source of funding for the Company’s lending and investment activities, and the interest paid for deposits must be managed carefully to control the level of interest expense. Deposits at December 31, 2013 were $8,243,425,000, a decrease of .5% from $8,287,213,000 at December 31, 2012. Return on Equity and Assets Certain key ratios for the Company for the years ended December 31, 2013, 2012 and 2011 follows (Note 1): Years ended December 31, 2013 2012 2011 Percentage of net income to: Average shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Average total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Percentage of average shareholders’ equity to average total assets . . . . . . . . . . . Percentage of cash dividends per share to net income per share . . . . . . . . . . . . 8.95% 7.17% 8.71% .91 1.07 12.68 11.93 28.78 22.87 1.08 12.42 22.49 (Note 1) The average balances for purposes of the above table are calculated on the basis of daily balances. Liquidity and Capital Resources Liquidity The maintenance of adequate liquidity provides the Company’s bank subsidiaries with the ability to meet potential depositor withdrawals, provide for customer credit needs, maintain adequate statutory reserve levels and take full advantage of high-yield investment opportunities as they arise. Liquidity is afforded by access to financial markets and by holding appropriate amounts of liquid assets. The Company’s bank subsidiaries derive their liquidity largely from deposits of individuals and business entities. Deposits from persons and entities domiciled in Mexico comprise a stable portion of the deposit base of the Company’s bank subsidiaries. Historically, the Mexico based deposits of the Company’s bank subsidiaries have been a stable source of funding. Such deposits comprised approximately 28%, 28%, and 29% of the Company’s bank subsidiaries’ total deposits at each of the years ended December 31, 2013, 2012 and 2011, respectively. Other important funding sources for the Company’s bank subsidiaries have been borrowings from the Federal Home Loan Bank (‘‘FHLB’’), securities sold under repurchase agreements and large certificates of deposit, requiring management to closely monitor its asset/liability mix in terms of both rate sensitivity and maturity distribution. Primary liquidity of the Company and its subsidiaries has been maintained by means of increased investment in shorter-term securities, certificates of deposit and repurchase agreements. As in the past, the Company will continue to monitor the volatility 18 and cost of funds in an attempt to match maturities of rate-sensitive assets and liabilities, and respond accordingly to anticipate fluctuations in interest rates over reasonable periods of time. Asset/Liability Management The Company’s fund management policy has as its primary focus the measurement and management of the banks’ earnings at risk in the face of rising or falling interest rate forecasts. The earliest and most simplistic concept of earnings at risk measurement is the gap report, which is used to generate a rough estimate of the vulnerability of net interest income to changes in market rates as implied by the relative re-pricings of assets and liabilities. The gap report calculates the difference between the amounts of assets and liabilities re-pricing across a series of intervals in time, with emphasis typically placed on the one-year period. This difference, or gap, is usually expressed as a percentage of total assets. If an excess of liabilities over assets matures or re-prices within the one-year period, the statement of condition is said to be negatively gapped. This condition is sometimes interpreted to suggest that an institution is liability-sensitive, indicating that earnings would suffer from rising rates and benefit from falling rates. If a surplus of assets over liabilities occurs in the one-year time frame, the statement of condition is said to be positively gapped, suggesting a condition of asset sensitivity in which earnings would benefit from rising rates and suffer from falling rates. The gap report thus consists of an inventory of dollar amounts of assets and liabilities that have the potential to mature or re-price within a particular period. The flaw in drawing conclusions about interest rate risk from the gap report is that it takes no account of the probability that potential maturities or re-pricings of interest-rate-sensitive accounts will occur, or at what relative magnitudes. Because simplicity, rather than utility, is the only virtue of gap analysis, financial institutions increasingly have either abandoned gap analysis or accorded it a distinctly secondary role in managing their interest-rate risk exposure. The net interest rate sensitivity at December 31, 2013, is illustrated in the following table. This information reflects the balances of assets and liabilities whose rates are subject to change. As indicated in the table on the following page, the Company is liability-sensitive during the early time periods and is asset-sensitive in the longer periods. The table shows the sensitivity of the statement of condition at one point in time and is not necessarily indicative of the position at future dates. 19 INTEREST RATE SENSITIVITY (Dollars in Thousands) Rate/Maturity 3 Months or Less Over 3 Months to 1 Year Over 1 Year to 5 Years Over 5 Years Total (Dollars in Thousands) December 31, 2013 Rate sensitive assets Investment securities . . . . . . . . . . Loans, net of non-accruals . . . . . . $ 552,691 3,900,925 $ 1,158,451 243,071 $3,347,427 300,286 Total earning assets . . . . . . . . . . . $ 4,453,616 $ 1,401,522 $3,647,713 $ $ 248,410 692,130 $ 5,306,979 5,136,412 940,540 $10,443,391 Cumulative earning assets . . . . . . $ 4,453,616 $ 5,855,138 $9,502,851 $10,443,391 Rate sensitive liabilities Time deposits . . . . . . . . . . . . . . . Other interest bearing deposits . . . Securities sold under repurchase agreements . . . . . . . . . . . . . . . Other borrowed funds . . . . . . . . . Junior subordinated deferrable $ 1,066,670 2,925,612 $ 1,301,276 — $ 283,301 — $ 56 — $ 2,651,303 2,925,612 331,860 1,215,000 14,505 — 611,016 — — 8,950 957,381 1,223,950 interest debentures . . . . . . . . . . 190,726 — — — 190,726 Total interest bearing liabilities . . . $ 5,729,868 $ 1,315,781 $ 894,317 $ 9,006 $ 7,948,972 Cumulative sensitive liabilities . . . $ 5,729,868 $ 7,045,649 $7,939,966 $ 7,948,972 Repricing gap . . . . . . . . . . . . . . . Cumulative repricing gap . . . . . . . Ratio of interest-sensitive assets to liabilities . . . . . . . . . . . . . . . . . Ratio of cumulative, interest- sensitive assets to liabilities . . . . $(1,276,252) $ (1,276,252) 85,741 (1,190,511) $2,753,396 1,562,885 $ 931,534 2,494,419 $ 2,494,419 .78 .78 1.07 .83 4.08 1.20 104.43 1.31 1.31 The detailed inventory of statement of condition items contained in gap reports is the starting point of income simulation analysis. Income simulation analysis also focuses on the variability of net interest income and net income, but without the limitations of gap analysis. In particular, the fundamental, but often unstated, assumption of the gap approach that every statement of condition item that can re-price will do so to the full extent of any movement in market interest rates is taken into consideration in income simulation analysis. Accordingly, income simulation analysis captures not only the potential of assets and liabilities to mature or re-price, but also the probability that they will do so. Moreover, income simulation analysis focuses on the relative sensitivities of these balance sheet items and projects their behavior over an extended period of time in a motion picture rather than snapshot fashion. Finally, income simulation analysis permits management to assess the probable effects on balance sheet items not only of changes in market interest rates, but also of proposed strategies for responding to such changes. The Company and many other institutions rely primarily upon income simulation analysis in measuring and managing exposure to interest rate risk. The Company has established guidelines for acceptable volatility of projected net interest income on the income simulation analysis and the guidelines are reviewed at least annually. As of December 31, 2013, in rising rate scenarios of 150, 300 and 400 basis points, the guidelines established by management require that the net interest income not vary by more than plus or minus 15%, 15% and 20%, respectively. At 20 December 31, 2013, the income simulations show that a rate shift of 150, 300 and 400 basis points in interest rates up will vary projected net interest income for the coming 12 month period by (2.01)%, (1.98)% and (1.46)%, respectively. The basis point shift in interest rates is a hypothetical rate scenario used to calibrate risk, and does not necessarily represent management’s current view of future market developments. The Company believes that it is properly positioned for a potential interest rate increase or decrease. All the measurements of risk described above are made based upon the Company’s business mix and interest rate exposures at the particular point in time. The exposure changes continuously as a result of the Company’s ongoing business and its risk management initiatives. While management believes these measures provide a meaningful representation of the Company’s interest rate sensitivity, they do not necessarily take into account all business developments that have an effect on net income, such as changes in credit quality or the size and composition of the statement of condition. Principal sources of liquidity and funding for the Company are dividends from subsidiaries and borrowed funds, with such funds being used to finance the Company’s cash flow requirements. The Company closely monitors the dividend restrictions and availability from the bank subsidiaries as disclosed in Note 20 to the Consolidated Financial Statements. At December 31, 2013, the aggregate amount legally available to be distributed to the Company from bank subsidiaries as dividends was approximately $584,000,000, assuming that each bank subsidiary continues to be classified as ‘‘well-capitalized’’ under the applicable regulations. The restricted capital (capital and surplus) of the bank subsidiaries was approximately $927,033,000 as of December 31, 2013. The undivided profits of the bank subsidiaries were approximately $920,060,000 as of December 31, 2013. Additionally, as a result of the Company’s participation in the TARP Capital Purchase Program, the Company was restricted in the payment of dividends and was not allowed without the Treasury Department’s consent, to declare or pay any dividend on the Company Common Stock other than a regular semi-annual cash dividend of not more than $.33 per share, as adjusted for any stock dividend or stock split. The restriction ceased to exist on December 23, 2011 and the Company exited the TARP program when it finalized the repayment of all the TARP funds on November 28, 2012. At December 31, 2013, the Company has outstanding $1,223,950,000 in other borrowed funds and $190,726,000 in junior subordinated deferrable interest debentures. In addition to borrowed funds and dividends, the Company has a number of other available alternatives to finance the growth of its existing banks as well as future growth and expansion. Capital The Company maintains an adequate level of capital as a margin of safety for its depositors and shareholders. At December 31, 2013, shareholders’ equity was $1,424,408,000 compared to $1,435,708,000 at December 31, 2012, a decrease of $11,300,000 or .8%. Shareholders’ equity decreased due to the payment of cash dividends to shareholders and accumulated other comprehensive loss. The accumulated other comprehensive loss is not included in the calculation of regulatory capital ratios. During 1990, the Federal Reserve Board (‘‘FRB’’) adopted a minimum leverage ratio of 3% for the most highly rated bank holding companies and at least 4% to 5% for all other bank holding companies. The Company’s leverage ratio (defined as shareholders’ equity plus eligible trust preferred securities issued and outstanding less goodwill and certain other intangibles divided by average quarterly assets) was 11.61% at December 31, 2013 and 10.86% at December 31, 2012. The core deposit intangibles and goodwill of $285,718,000 as of December 31, 2013, are deducted from the sum of core capital elements when determining the capital ratios of the Company. The FRB has adopted risk-based capital guidelines which assign risk weightings to assets and off-balance sheet items. The guidelines also define and set minimum capital requirements (risk-based capital ratios). Under the final 1992 rules, all banks are required to have Tier 1 capital of at least 4.0% of 21 risk-weighted assets and total capital of 8.0% of risk-weighted assets. Tier 1 capital consists principally of shareholders’ equity plus trust preferred securities issued and outstanding less goodwill and certain other intangibles, while total capital consists of Tier 1 capital, certain debt instruments and a portion of the reserve for loan losses. In order to be deemed well-capitalized pursuant to the regulations, an institution must have a total risk-weighted capital ratio of 10%, a Tier 1 risk-weighted ratio of 6% and a Tier 1 leverage ratio of 5%. The Company had risk-weighted Tier 1 capital ratios of 19.33% and 19.65% and risk weighted total capital ratios of 20.36% and 20.60% as of December 31, 2013 and 2012, respectively, which are well above the minimum regulatory requirements and exceed the well-capitalized ratios (see Note 20 to Notes to Consolidated Financial Statements). Junior Subordinated Deferrable Interest Debentures The Company has formed eight statutory business trusts under the laws of the State of Delaware, for the purpose of issuing trust preferred securities. The eight statutory business trusts formed by the Company (the ‘‘Trusts’’) have each issued Capital and Common Securities and invested the proceeds thereof in an equivalent amount of junior subordinated debentures (the ‘‘Debentures’’) issued by the Company. As of December 31, 2013 and December 31, 2012, the principal amount of debentures outstanding totaled $190,726,000. As a result of the participation in the TARP Capital Purchase Program, the Company was not permitted, without the consent of the Treasury Department, to redeem any of the Debentures. This restriction ceased to exist on December 23, 2011. The Company completed the repayment of the TARP funds on November 28, 2012. One half of the Trust I securities were redeemed on June 8, 2011 and the remaining one half of the Trust I securities were redeemed on July 1, 2011, with the consent of the Treasury Department. The Debentures are subordinated and junior in right of payment to all present and future senior indebtedness (as defined in the respective indentures) of the Company, and are pari passu with one another. The interest rate payable on, and the payment terms of the Debentures are the same as the distribution rate and payment terms of the respective issues of Capital and Common Securities issued by the Trusts. The Company has fully and unconditionally guaranteed the obligations of each of the Trusts with respect to the Capital and Common Securities. The Company has the right, unless an Event of Default (as defined in the Indentures) has occurred and is continuing, to defer payment of interest on the Debentures for up to twenty consecutive quarterly periods on Trusts VI, VII, VIII, IX, X, XI and XII. If interest payments on any of the Debentures are deferred, distributions on both the Capital and Common Securities related to that Debenture would also be deferred. The redemption prior to maturity of any of the Debentures may require the prior approval of the Federal Reserve and/or other regulatory bodies. For financial reporting purposes, the Trusts are treated as investments of the Company and not consolidated in the consolidated financial statements. Although the Capital Securities issued by each of the Trusts are not included as a component of shareholders’ equity on the consolidated statement of condition, the Capital Securities are treated as capital for regulatory purposes. Specifically, under applicable regulatory guidelines, the Capital Securities issued by the Trusts qualify as Tier 1 capital up to a maximum of 25% of Tier 1 capital on an aggregate basis. Any amount that exceeds the 25% threshold would qualify as Tier 2 capital. At December 31, 2013 and December 31, 2012, the total $190,726,000 of the Capital Securities outstanding qualified as Tier 1 capital. 22 The following table illustrates key information about each of the Debentures and their interest rates at December 31, 2013: Junior Subordinated Deferrable Interest Debentures (in thousands) $ 25,774 10,310 25,774 41,238 34,021 32,990 20,619 $190,726 Trust VI . . . . . . . . . . . . . . . Trust VII Trust VIII . . . . . . . Trust IX . . . . . . . . Trust X . . . . . . . . . Trust XI . . . . . . . . . . . . . . . Trust XII Repricing Frequency Interest Rate Interest Rate Index Maturity Date Optional Redemption Date(1) Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly 3.69% LIBOR + 3.45 November 2032 February 2008 3.49% LIBOR + 3.25 April 2033 3.29% LIBOR + 3.05 October 2033 1.87% LIBOR + 1.62 October 2036 1.89% LIBOR + 1.65 February 2037 1.87% LIBOR + 1.62 July 2037 1.69% LIBOR + 1.45 September 2037 September 2012 April 2008 October 2008 October 2011 February 2012 July 2012 (1) The Capital Securities may be redeemed in whole or in part on any interest payment date after the Optional Redemption Date. Contractual Obligations and Commercial Commitments The following table presents contractual cash obligations of the Company (other than deposit liabilities) as of December 31, 2013: Contractual Cash Obligations Securities sold under repurchase agreements . . . . . . . . . . . . . . . . . . . . . Federal Home Loan Bank borrowings . . . Junior subordinated deferrable interest debentures . . . . . . . . . . . . . . . . . . . . . Operating leases . . . . . . . . . . . . . . . . . . Payments due by Period (Dollars in Thousands) Total Less than One Year One to Three Years Three to Five Years After Five Years $ 957,381 1,223,950 $ 246,365 1,215,193 $11,016 407 $700,000 436 $ — 7,914 190,726 10,787 — 4,330 — 4,908 — 190,726 227 1,322 Total Contractual Cash Obligations . . . . . $2,382,844 $1,465,888 $16,331 $701,758 $198,867 The following table presents contractual commercial commitments of the Company (other than deposit liabilities) as of December 31, 2013: Commercial Commitments Financial and Performance Standby Amount of Commitment Expiration Per Period (Dollars in Thousands) Total Less than One Year One to Three Years Three to Five Years After Five Years Letters of Credit . . . . . . . . . . . . . . . Commercial Letters of Credit . . . . . . . . Credit Card Lines . . . . . . . . . . . . . . . . Other Commercial Commitments . . . . . $ 108,683 21,434 61,120 1,715,365 $ 87,384 21,434 61,120 948,473 $ 21,289 — — 536,149 $ 10 — — 137,536 $ — — — 93,207 Total Commercial Commitments . . . . $1,906,602 $1,118,411 $557,438 $137,546 $93,207 23 Due to the nature of the Company’s commercial commitments, including unfunded loan commitments and lines of credit, the amounts presented above do not necessarily reflect the amounts the Company anticipates funding in the periods presented above. Critical Accounting Policies The Company has established various accounting policies which govern the application of accounting principles in the preparation of the Company’s consolidated financial statements. The significant accounting policies are described in the Notes to the Consolidated Financial Statements. Certain accounting policies involve significant subjective judgments and assumptions by management which have a material impact on the carrying value of certain assets and liabilities; management considers such accounting policies to be critical accounting policies. The Company considers its Allowance for Probable Loan Losses as a policy critical to the sound operations of the bank subsidiaries. The allowance for probable loan losses primarily consists of the aggregate loan loss allowances of the bank subsidiaries. The allowances are established through charges to operations in the form of provisions for probable loan losses. Loan losses or recoveries are charged or credited directly to the allowances. The allowance for probable loan losses of each bank subsidiary is maintained at a level considered appropriate by management, based on estimated probable losses in the loan portfolio. The allowance is derived from the following elements: (i) allowances established on specific impaired loans, which are based on a review of the individual characteristics of each loan, including the customer’s ability to repay the loan, the underlying collateral values, and the industry in which the customer operates, (ii) allowances based on actual historical loss experience for similar types of loans in the Company’s loan portfolio, and (iii) allowances based on general economic conditions, changes in the mix of loans, company resources, border risk and credit quality indicators, among other things. See also discussion regarding the allowance for probable loan losses and provision for probable loan losses included in the results of operations and ‘‘Provision and Allowance for Probable Loan Losses’’ included in Notes 1 and 4 of the Notes to Consolidated Financial Statements. The loan loss provision is determined using the following methods. On a weekly basis, loan past due reports are reviewed by the credit quality committee to determine if a loan has any potential problems and if a loan should be placed on the Company’s internal classified report. Additionally, the Company’s credit department reviews the majority of the Company’s loans for proper internal classification purposes regardless of whether they are past due and segregates any loans with potential problems for further review. The credit department will discuss the potential problem loans with the servicing loan officers to determine any relevant issues that were not discovered in the evaluation. Also, an analysis of loans that is provided through examinations by regulatory authorities is considered in the review process. After the above analysis is completed, the Company will determine if a loan should be placed on an internal classified report because of issues related to the analysis of the credit, credit documents, collateral and/or payment history. The Company’s internal classified report is segregated into the following categories: (i) ‘‘Special Review Credits,’’ (ii) ‘‘Watch List—Pass Credits,’’ or (iii) ‘‘Watch List—Substandard Credits.’’ The loans placed in the ‘‘Special Review Credits’’ category reflect the Company’s opinion that the loans reflect potential weakness which require monitoring on a more frequent basis. The ‘‘Special Review Credits’’ are reviewed and discussed on a regular basis with the credit department and the lending staff to determine if a change in category is warranted. The loans placed in the ‘‘Watch List—Pass Credits’’ category reflect the Company’s opinion that the credit contains weaknesses which represent a greater degree of risk, which warrant ‘‘extra attention.’’ The ‘‘Watch List—Pass Credits’’ are reviewed and discussed on a regular basis with the credit department and the lending staff to determine if a change in category is warranted. The loans placed in the ‘‘Watch List—Substandard Credits’’ classification are considered to be potentially inadequately protected by the current sound worth and debt service capacity of the borrower or of any pledged collateral. These credit obligations, even if apparently protected by collateral value, have shown 24 defined weaknesses related to adverse financial, managerial, economic, market or political conditions which may jeopardize repayment of principal and interest. Furthermore, there is the possibility that some future loss could be sustained by the Company if such weaknesses are not corrected. For loans that are classified as impaired, management evaluates these credits ASC 310-10, ‘‘Receivables,’’ and, if deemed necessary, a specific reserve is allocated to the credit. The specific reserve allocated under ASC 310-10, is based on (i) the present value of expected future cash flows discounted at the loan’s effective interest rate; (ii) the loan’s observable market price; or (iii) the fair value of the collateral if the loan is collateral dependent. Substantially all of the Company’s loans evaluated as impaired under ASC 310-10 are measured using the fair value of collateral method. In limited cases, the Company may use other methods to determine the specific reserve of a loan under ASC 310-10 if such loan is not collateral dependent. The allowance based on historical loss experience on the Company’s remaining loan portfolio, which includes the ‘‘Special Review Credits,’’ ‘‘Watch List—Pass Credits,’’ and ‘‘Watch List—Substandard Credits’’ is determined by segregating the remaining loan portfolio into certain categories such as commercial loans, installment loans, international loans, loan concentrations and overdrafts. A historical loss percentage, adjusted for (i) management’s evaluation of changes in lending policies and procedures, (ii) current economic conditions in the market area served by the Company, (iii) other risk factors, (iv) the effectiveness of the internal loan review function, (v) changes in loan portfolios, and (vi) the composition and concentration of credit volume is applied to each category. Each category is then added together to determine the allowance allocated under ASC 450-20. The Company’s management continually reviews the allowance for loan losses of the bank subsidiaries using the amounts determined from the allowances established on specific loans, the allowance established on quantitative historical loss percentages, and the allowance based on qualitative data, to establish an appropriate amount to maintain in the Company’s allowance for loan loss. Should any of the factors considered by management in evaluating the adequacy of the allowance for probable loan losses change, the Company’s estimate of probable loan losses could also change, which could affect the level of future provisions for probable loan losses. Recent Accounting Standards Issued See Note 1—Summary of Significant Accounting Policies in the accompanying Notes to the Consolidated Financial Statements for details of recently issued and recently adopted accounting standards and their impact on the Company’s consolidated financial statements. Preferred Stock, Common Stock and Dividends The Company had issued and outstanding 67,208,261 shares of $1.00 par value Common Stock held by approximately 2,251 holders of record at February 19, 2014. The book value of the Common Stock at December 31, 2013 was $22.24 per share compared with $22.24 per share at December 31, 2012. On November 28, 2012, the Company completed the repurchase of all the 216,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, having a liquidation preference of $1,000 per share that it had issued to the Treasury Department under TARP. The Company repaid all of the $216 million of TARP funds during the second half of 2012. Under the TARP program, the Company also issued to the Treasury Department a warrant to purchase 1,326,238 shares of the Company’s common stock at a price per share of $24.43 and with a term of ten years (the ‘‘Warrant’’). On June 12, 2013, the U.S. Treasury sold the Warrant to a third party. As of February 19, 2014, the Warrant is still outstanding. The Common Stock is traded on the NASDAQ National Market under the symbol ‘‘IBOC.’’ The following table sets forth the approximate high and low bid prices in the Company’s Common Stock during 2013 and 2012, as quoted on the NASDAQ National Market for each of the quarters in the two year period ended December 31, 2013. Some of the quotations reflect inter-dealer prices, without retail mark-up, 25 mark-down or commission and may not necessarily represent actual transactions. The closing sales price of the Company’s Common Stock was $21.42 per share at February 19, 2014. High Low 2013: First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $21.00 22.93 25.85 27.20 $18.26 17.95 20.85 21.34 2012: First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $21.89 21.49 20.40 19.47 $18.32 17.57 17.45 16.92 High Low The Company paid cash dividends to the common shareholders of $.20 per share on April 20, 2013 to all holders of record on April 1, 2013 and $.23 per share on October 15, 2013 to all holders of record on September 30, 2013, or $28,894,000 in the aggregate during 2013. The Company paid cash dividends to the common shareholders of $.20 per share on April 20, 2012 to all holders of record on April 2, 2013 and $.20 per share on October 15, 2012 to all holders of record on September 28, 2012, or $26,894,000 in the aggregate during 2012. Additionally, as a result of the Company’s previous participation in the TARP Capital Purchase Program until November 28, 2012, the Company was restricted in the payment of dividends and was not allowed, without the Treasury Department’s consent, to declare or pay any dividend on the Company Common Stock other than a regular semi-annual cash dividend of not more than $.33 per share, as adjusted for any stock dividend or stock split. The restrictions ceased to exist on December 23, 2011. While the IBC Board is inclined to continue to declare regular semi-annual cash dividends, there can be no assurance as to future dividends because they are dependent upon the Company’s future earnings, capital requirements, financial condition, acquisition opportunities and general business conditions at the time. In addition, the Company has not issued common stock dividends during the last five-year period ending December 31, 2013. The Company’s principal source of funds to pay cash dividends on its Common Stock is cash dividends from its bank subsidiaries. For a discussion of the limitations, please see Note 20 of Notes to Consolidated Financial Statements. Stock Repurchase Program In April 2009, following receipt of the Treasury Department’s consent, the Board of Directors re-established a formal stock repurchase program that authorized the repurchase of up to $40 million of common stock within the following twelve months and on February 28, 2013, the Board of Directors extended the repurchase program and again authorized the repurchase of up to $40 million of common stock during the twelve month period commencing on April 9, 2013, which repurchase cap the Board is inclined to increase over time. Stock repurchases may be made from time to time, on the open market or through private transactions. Shares repurchased in this program will be held in treasury for reissue for various corporate purposes, including employee stock option plans. As of February 19, 2014, a total of 7,843,293 shares had been repurchased under all programs at a cost of $237,536,000. 26 Except for repurchases in connection with the administration of an employee benefit plan in the ordinary course of business and consistent with past practices, common stock repurchases are only conducted under publicly announced repurchase programs approved by the Board of Directors. The following table includes information about common stock share repurchases for the quarter ended December 31, 2013. Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of a Publicly- Announced Program October 1—October 31, 2013 . . . . . . . . . . . . . November 1—November 30, 2013 . . . . . . . . . . December 1—December 31, 2013 . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — — — — $— — — — — Approximate Dollar Value of Shares Available for Repurchase(1) $40,000,000 40,000,000 40,000,000 (1) The repurchase program was extended on February 28, 2013 and allows for the repurchase of up to an additional $40,000,000 of treasury stock through April 9, 2014. Equity Compensation Plan Information The following table sets forth information as of December 31, 2013, with respect to the Company’s equity compensation plans: Plan Category Equity Compensation plans approved by security holders . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . (A) Number of securities to be issued upon exercise of outstanding options, warrants and rights (B) Weighted average exercise price of outstanding options, warrants and rights (C) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A) 515,143 515,143 $15.98 $15.98 749,000 749,000 27 Stock Performance COMPARISON OF CUMULATIVE FIVE YEAR TOTAL RETURN $250 $200 $150 $100 $50 $0 2008 2009 2010 2011 2012 2013 International Bancshares Corporation S&P 500 Index S&P 500 Banks 18FEB201414101130 Total Return To Shareholders (Includes reinvestment of dividends) Company / Index International Bancshares Corporation . . . . . . . . . S&P 500 Index . . . . . . . . . . . . . . . . . . . . . . . . . . S&P 500 Banks . . . . . . . . . . . . . . . . . . . . . . . . . . Base Period 2008 100 100 100 INDEXED RETURNS December 31, 2009 2010 2011 2012 2013 88.72 126.46 93.41 95.73 145.51 111.94 89.82 148.59 99.94 90.39 172.37 124.16 134.40 228.19 168.52 28 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (6) Goodwill and Other Intangible Assets (Continued) Amortization expense of intangible assets for the years ended December 31, 2013, 2012 and 2011, was $4,633,000, $4,651,000 and $5,293,000, respectively. Estimated amortization expense for each of the five succeeding fiscal years, and thereafter, is as follows: Fiscal year ending December 31: 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total (in thousands) $2,389 452 295 25 25 — Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,186 There were no changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012. (7) Deposits Deposits as of December 31, 2013 and 2012 and related interest expense for the years ended December 31, 2013, 2012 and 2011 were as follows: 2013 2012 (Dollars in Thousands) Deposits: Demand—non-interest bearing Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,175,694 490,816 $2,002,920 462,830 Total demand non-interest bearing . . . . . . . . . . . . . . . . . 2,666,510 2,465,750 Savings and interest bearing demand Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,364,905 560,707 2,350,872 516,279 Total savings and interest bearing demand . . . . . . . . . . . 2,925,612 2,867,151 Time, certificates of deposit $100,000 or more Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 856,700 938,940 973,824 1,025,089 Less than $100,000 Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 531,503 324,160 601,766 353,633 Total time, certificates of deposit . . . . . . . . . . . . . . . . . . 2,651,303 2,954,312 Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $8,243,425 $8,287,213 60 29 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Consolidated Statements of Condition December 31, 2013 and 2012 (Dollars in Thousands, Except Per Share Amounts) 2013 2012 Assets Cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 274,785 $ 283,100 Investment securities: Held to maturity (Market value of $2,400 on December 31, 2013 and $2,400 on December 31, 2012) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,400 2,400 Available for sale (Amortized cost of $5,372,594 on December 31, 2013 and $5,423,189 on December 31, 2012) . . . . . . . . . . . . . . . . . . . . . . . 5,304,579 5,525,015 Total investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,306,979 5,527,415 Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less allowance for probable loan losses . . . . . . . . . . . . . . . . . . . . . . . . . 5,199,235 (70,161) 4,775,004 (58,193) Net loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,129,074 4,716,811 Bank premises and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Identified intangible assets, net Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 504,842 30,654 388,563 3,186 282,532 158,862 481,287 31,034 372,739 7,819 282,532 179,936 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12,079,477 $11,882,673 See accompanying notes to consolidated financial statements. 30 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Consolidated Statements of Condition (Continued) December 31, 2013 and 2012 (Dollars in Thousands, Except Per Share Amounts) 2013 2012 Liabilities and Shareholders’ Equity Liabilities: Deposits: Demand—non-interest bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Savings and interest bearing demand . . . . . . . . . . . . . . . . . . . . . . . . . . . Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,666,510 2,925,612 2,651,303 $ 2,465,750 2,867,151 2,954,312 Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,243,425 8,287,213 Securities sold under repurchase agreements . . . . . . . . . . . . . . . . . . . . . . . Other borrowed funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Junior subordinated deferrable interest debentures . . . . . . . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 957,381 1,223,950 190,726 39,587 1,129,679 749,027 190,726 90,320 Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,655,069 10,446,965 Shareholders’ equity: Common shares of $1.00 par value. Authorized 275,000,000 shares; issued 95,743,592 shares on December 31, 2013 and 95,724,517 shares on December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive (loss) income (including $(5,646) on December 31, 2013 and $(6,811) on December 31, 2012 of comprehensive loss related to other-than-temporary impairment for non-credit related issues) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95,744 163,947 1,467,000 95,725 163,287 1,369,543 (43,774) 65,662 1,682,917 1,694,217 Less cost of shares in treasury, 28,537,180 shares on December 31, 2013 and December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (258,509) (258,509) Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,424,408 1,435,708 Total liabilities and shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . $12,079,477 $11,882,673 See accompanying notes to consolidated financial statements. 31 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Consolidated Statements of Income Years ended December 31, 2013, 2012 and 2011 (Dollars in Thousands, Except Per Share Amounts) 2013 2012 2011 Interest income: Loans, including fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities: Taxable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax-exempt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $263,027 $268,588 $292,514 87,198 12,877 115 94,885 11,663 503 113,650 10,091 1,869 Total interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 363,217 375,639 418,124 Interest expense: Savings and interest bearing demand deposits . . . . . . . . . . . . . . . . Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities sold under repurchase agreements . . . . . . . . . . . . . . . . . Other borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Junior subordinated deferrable interest debentures . . . . . . . . . . . . Total interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,762 15,444 29,171 1,590 4,665 54,632 5,288 23,973 37,645 998 6,595 74,499 7,783 31,556 42,263 1,623 11,073 94,298 Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 308,585 301,140 323,826 Provision for probable loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . 22,968 27,959 17,318 Net interest income after provision for probable loan losses . . . . 285,617 273,181 306,508 Non-interest income: Service charges on deposit accounts . . . . . . . . . . . . . . . . . . . . . . . 97,087 93,128 97,968 Other service charges, commissions and fees Banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities transactions, net . . . . . . . . . . . . . . . . . . . . . . Other investments, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,075 7,116 9,601 22,383 12,343 38,523 6,998 38,446 13,339 10,157 50,686 7,304 17,285 16,041 12,209 Total non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189,605 200,591 201,493 See accompanying notes to consolidated financial statements. 32 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Consolidated Statements of Income (Continued) Years ended December 31, 2013, 2012 and 2011 (Dollars in Thousands, Except Per Share Amounts) Non-interest expense: Employee compensation and benefits . . . . . . . . . . . . . . . . Occupancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation of bank premises and equipment . . . . . . . . . Professional fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deposit insurance assessments . . . . . . . . . . . . . . . . . . . . . Net expense, other real estate owned . . . . . . . . . . . . . . . . Amortization of identified intangible assets . . . . . . . . . . . . Advertising . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Early termination fee—securities sold under repurchase 2013 2012 2011 $ $ 119,845 31,766 26,017 13,146 6,737 6,896 4,633 7,034 $ 118,041 34,608 26,756 14,369 7,709 8,929 4,651 7,017 126,004 38,722 34,935 12,998 9,047 14,817 5,293 5,807 agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,303 31,550 — Impairment charges (Total other-than-temporary impairment charges, $(431) less loss of $1,805, $(916) less gain of $(123), and $(1,003) less loss of $26, included in other comprehensive (loss) income) . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total non-interest expense . . . . . . . . . . . . . . . . . . . . . . Income before income taxes . . . . . . . . . . . . . . . . . . . . . Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preferred stock dividends and discount accretion . . . . . . . . . Net income available to common shareholders . . . . . . . . $ $ Basic earnings per common share: 1,374 62,881 292,632 182,590 56,239 126,351 — 126,351 $ $ 1,039 60,703 315,372 158,400 50,565 107,835 14,362 93,473 $ $ 977 68,174 316,774 191,227 64,078 127,149 13,280 113,869 Weighted average number of shares outstanding . . . . . . . . 67,195,180 67,236,681 67,506,554 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1.88 $ 1.39 $ 1.69 Fully diluted earnings per common share: Weighted average number of shares outstanding . . . . . . . . 67,314,859 67,313,963 67,569,468 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1.88 $ 1.39 $ 1.69 See accompanying notes to consolidated financial statements. 33 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Consolidated Statements of Comprehensive Income Years ended December 31, 2013, 2012, and 2011 (Dollars in Thousands) Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 126,351 $107,835 $127,149 2013 2012 2011 Other comprehensive income, net of tax: Net unrealized holding (losses) gains on securities available for sale arising during period (net of tax effects of $(56,048), $2,701, and $35,960) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reclassification adjustment for gains on securities available for sale included in net income (net of tax effects of $(3,360), $(13,456), and $(6,050)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reclassification adjustment for impairment charges on available for sale securities included in net income (net of tax effects of $481, $364, and $342) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (104,088) 5,018 66,782 (6,241) (24,990) (11,235) 893 675 635 (109,436) (19,297) 56,182 Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 16,915 $ 88,538 $183,331 See accompanying notes to consolidated financial statements. 34 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Consolidated Statements of Shareholders’ Equity Years ended December 31, 2013, 2012 and 2011 (in Thousands, except share and per share amounts) Preferred Stock Number of Shares Common Stock Other Retained Comprehensive Treasury Income (Loss) Stock Surplus Earnings Total Balance at December 31, 2010 . . . $ 208,068 — Net Income . . . . . . . . . . . . . . Dividends: Cash ($.38 per share) . . . . . . — Preferred stock (5%) including discount accretion . . . . . . . . . 2,480 95,711 — $95,711 — $162,276 $1,214,743 127,149 — $ 28,777 — $(250,358) $1,459,217 127,149 — — — — 9 — — — — 9 — — — — 104 387 (25,648) (13,280) — — — — — — — — — — (25,648) (10,800) (6,435) — (6,435) 113 — 387 — — — Purchase of treasury (425,655 shares) . . . . . . . . . . . . . . . . Exercise of stock options . . . . . . Stock compensation expense recognized in earnings . . . . . . Other comprehensive income, net of tax: Net change in unrealized gains and losses on available for sale securities, net of reclassification adjustment . . Balance at December 31, 2011 . . . Net Income . . . . . . . . . . . . . . Dividends: . . . . . . Cash ($.40 per share) Preferred stock (5%) including discount accretion . . . . . . . Redemption of Series A Preferred Shares (216,000 shares) . . . . . . . . . . . . . . . . Purchase of treasury stock (95,466 shares) . . . . . . . . . . Exercise of stock options . . . . . . . Stock compensation expense recognized in earnings . . . . . . . Other comprehensive income, net of tax: Net change in unrealized gains and losses on available for sale securities, net of reclassification adjustment . . Balance at December 31, 2012 . . . Net Income . . . . . . . . . . . . . . Dividends: Cash ($.43 per share) . . . . . . Exercise of stock options . . . . . . . Stock compensation expense recognized in earnings . . . . . . . Other comprehensive loss, net of tax: Net change in unrealized gains and losses on available for sale securities, net of reclassification adjustments . — — — — — 210,548 — 95,720 — 95,720 — 162,767 — 1,302,964 107,835 56,182 84,959 — — 56,182 (256,793) 1,600,165 107,835 — — 5,452 (216,000) — — — — — — — 5 — — — — — 5 — — — — — 46 474 (26,894) (14,362) — — — — — — — — — — — — (26,894) (8,910) — (216,000) (1,716) — (1,716) 51 — 474 — — — 95,725 — — — — — — 19 — — — — (19,297) — (19,297) 95,725 — 163,287 — 1,369,543 126,351 65,662 — (258,509) 1,435,708 126,351 — — 19 — — 246 414 (28,894) — — — — — — — — (28,894) 265 414 — — — — — (109,436) — (109,436) Balance at December 31, 2013 . . . — 95,744 $95,744 $163,947 $1,467,000 $ (43,774) $(258,509) $1,424,408 See accompanying notes to consolidated financial statements. 35 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows Years ended December 31, 2013, 2012 and 2011 (Dollars in Thousands) Operating activities: Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustments to reconcile net income to net cash provided $ 126,351 $ 107,835 $ 127,149 2013 2012 2011 by operating activities: Provision for probable loan losses . . . . . . . . . . . . . . . . . Specific reserve, other real estate owned . . . . . . . . . . . . . Accretion of time deposit discounts . . . . . . . . . . . . . . . . Depreciation of bank premises and equipment . . . . . . . . . . . . . . . . Gain on sale of bank premises and equipment (Gain) loss on sale of other real estate owned . . . . . . . . Accretion of investment securities discounts . . . . . . . . . . Amortization of investment securities premiums . . . . . . . . . . . . . . . . . . . . . Investment securities transactions, net Impairment charges on available for sale securities . . . . . Accretion of junior subordinated debenture discounts . . . Amortization of identified intangible assets . . . . . . . . . . . Stock based compensation expense . . . . . . . . . . . . . . . . . Earnings from affiliates and other investments . . . . . . . . Deferred tax (benefit) expense . . . . . . . . . . . . . . . . . . . . Decrease in accrued interest receivable . . . . . . . . . . . . . . Decrease (increase) in other assets . . . . . . . . . . . . . . . . . (Decrease) increase in other liabilities . . . . . . . . . . . . . . 22,968 1,204 — 26,017 (2,089) (460) (4,025) 44,245 (9,601) 1,374 — 4,633 414 (18,806) (1,819) 380 20,612 (2,272) 27,959 1,776 — 26,756 (538) 488 (3,195) 30,501 (38,446) 1,039 — 4,651 474 (9,892) 7,923 968 (5,392) 7,106 17,318 9,806 (11) 34,935 (361) (738) (2,081) 18,362 (17,285) 977 9 5,293 387 (11,633) (2,299) 3,658 2,303 (4,966) Net cash provided by operating activities . . . . . . . . . . . 209,126 160,013 180,823 Investing activities: Proceeds from maturities of securities Proceeds from sales and calls of available for sale . . . . . . . . . . . . . . securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchases of available for sale securities . . . . . . . . . . . . . Principal collected on mortgage backed securities . . . . . . Net (increase) decrease in loans . . . . . . . . . . . . . . . . . . . Purchases of other investments . . . . . . . . . . . . . . . . . . . Distributions (contributions) from other investments . . . . Purchases of bank premises and equipment . . . . . . . . . . Proceeds from sales of bank premises and equipment . . . Proceeds from sales of other real estate owned . . . . . . . . . . . . . . . . . . . . . . Purchase of identified intangible asset 1,200 1,125 1,425 178,123 (1,384,254) 1,223,532 (444,919) (2,475) 5,457 (50,016) 2,533 23,170 — 1,382,231 (3,081,034) 1,294,197 170,072 (4,228) (7,410) (62,030) 7,575 38,766 (280) 1,102,849 (2,231,330) 999,419 306,915 (11,941) 33,320 (20,393) 1,719 25,324 (174) Net cash (used in) provided by investing activities . . . . (447,649) (261,016) 207,133 See accompanying notes to consolidated financial statements. 36 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (Continued) Years ended December 31, 2013, 2012 and 2011 (Dollars in Thousands) 2013 2012 2011 Financing activities: Net increase in non-interest bearing demand deposits . . . . . . . . . Net increase in savings and interest bearing demand deposits . . . Net decrease in time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . Net decrease in securities sold under repurchase agreements . . . Other borrowed funds, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repayment of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . Redemption of Series A preferred shares . . . . . . . . . . . . . . . . . Proceeds from stock transactions . . . . . . . . . . . . . . . . . . . . . . . . Payments of cash dividends—common . . . . . . . . . . . . . . . . . . . . Payments of cash dividends—preferred . . . . . . . . . . . . . . . . . . . $ 538,732 $ 200,760 159,458 58,461 (357,069) (303,009) (218,950) (172,298) 254,866 474,923 — — — (1,716) — (216,000) 51 (26,894) (10,260) 265 (28,894) — $ 287,942 184,851 (126,248) (84,641) (532,619) (10,400) (6,435) — 113 (25,648) (10,800) Net cash provided by (used in) financing activities . . . . . . . . . 230,208 122,218 (323,885) (Decrease) increase in cash and cash equivalents . . . . . . . . . . . . . . Cash and cash equivalents at beginning of year . . . . . . . . . . . . . . . (8,315) 283,100 21,215 261,885 64,071 197,814 Cash and cash equivalents at end of year . . . . . . . . . . . . . . . . . . . $ 274,785 $ 283,100 $ 261,885 Supplemental cash flow information: Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 56,818 60,532 $ 77,431 36,303 $ 97,699 60,922 Non-cash investing and financing activities: Purchases of available-for-sale securities not yet settled . . . . . . . Net transfers from loans to other real estate owned . . . . . . . . . . Accrued dividends, preferred shares . . . . . . . . . . . . . . . . . . . . . — 9,688 — — 54,441 — 72,538 32,005 1,350 See accompanying notes to consolidated financial statements. 37 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (1) Summary of Significant Accounting Policies The accounting and reporting policies of International Bancshares Corporation (‘‘Corporation’’) and Subsidiaries (the Corporation and Subsidiaries collectively referred to herein as the ‘‘Company’’) conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry. The following is a description of the more significant of those policies. Consolidation and Basis of Presentation The consolidated financial statements include the accounts of the Corporation and its wholly-owned bank subsidiaries, International Bank of Commerce, Laredo (‘‘IBC’’), Commerce Bank, International Bank of Commerce, Zapata, International Bank of Commerce, Brownsville, and the Corporation’s wholly- owned non-bank subsidiaries, IBC Subsidiary Corporation, IBC Life Insurance Company, IBC Trading Company, Premier Tierra Holdings, Inc. and IBC Capital Corporation. All significant inter-company balances and transactions have been eliminated in consolidation. The Company, through its subsidiaries, is primarily engaged in the business of banking, including the acceptance of checking and savings deposits and the making of commercial, real estate, personal, home improvement, automobile and other installment and term loans. The primary markets of the Company are South, Central, and Southeast Texas and the state of Oklahoma. Each bank subsidiary is very active in facilitating international trade along the United States border with Mexico and elsewhere. Although the Company’s loan portfolio is diversified, the ability of the Company’s debtors to honor their contracts is primarily dependent upon the economic conditions in the Company’s trade area. In addition, the investment portfolio is directly impacted by fluctuations in market interest rates. The Company and its bank subsidiaries are subject to the regulations of certain Federal agencies as well as the Texas Department of Banking and undergo periodic examinations by those regulatory authorities. Such agencies may require certain standards or impose certain limitations based on their judgments or changes in law and regulations. The Company owns two insurance-related subsidiaries, IBC Life Insurance Company and IBC Insurance Agency, Inc., a wholly owned subsidiary of IBC, the bank subsidiary. Neither of the insurance- related subsidiaries conducts underwriting activities. The IBC Life Insurance Company is in the business of reinsuring credit life and credit accident and health insurance. The business is assumed from an unaffiliated insurer and the only business written is generated by the bank subsidiaries of the Company. The risk assumed on each of the policies is not significant to the consolidated financial statements. The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the statement of condition and income and expenses for the periods. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant changes in the near-term relate to the determination of the allowance for probable loan losses. Subsequent Events The Company has evaluated all events or transactions that occurred through the date the Company issued these financial statements. During this period, the Company did not have any material recognizable or non-recognizable subsequent events. 38 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (1) Summary of Significant Accounting Policies (Continued) Investment Securities The Company classifies debt and equity securities into one of these categories: held-to-maturity, available-for-sale, or trading. Such classifications are reassessed for appropriate classification at each reporting date. Securities that are intended and expected to be held until maturity are classified as ‘‘held-to-maturity’’ and are carried at amortized cost for financial statement reporting. Securities that are not positively expected to be held until maturity, but are intended to be held for an indefinite period of time are classified as ‘‘available-for-sale’’ or ‘‘trading’’ and are carried at their fair value. Unrealized holding gains and losses are included in net income for those securities classified as ‘‘trading’’, while unrealized holding gains and losses related to those securities classified as ‘‘available-for-sale’’ are excluded from net income and reported net of tax as other comprehensive income and in shareholders’ equity as accumulated other comprehensive income until realized. The Company did not maintain any trading securities during the three year period ended December 31, 2013. Mortgage-backed securities held at December 31, 2013 and 2012 represent participating interests in pools of long-term first mortgage loans originated and serviced by the issuers of the securities. Mortgage- backed securities are either issued or guaranteed by the U.S. Government or its agencies including the Federal Home Loan Mortgage Corporation (‘‘Freddie Mac’’), the Federal National Mortgage Association (‘‘Fannie Mae’’), the Government National Mortgage Association (‘‘Ginnie Mae’’) or other non-government entities. Investments in residential mortgage-backed securities issued by Ginnie Mae are fully guaranteed by the U. S. Government. Investments in residential mortgage-backed securities issued by Freddie Mac and Fannie Mae are not fully guaranteed by the U.S. Government, however, the Company believes that the quality of the bonds is similar to other AAA rated bonds with limited credit risk, particularly given the placement of Fannie Mae and Freddie Mac into conservatorship by the federal government in 2008 and because securities issued by others that are collateralized by residential mortgage- backed securities issued by Fannie Mae or Freddie Mac are rated consistently as AAA rated securities. Market interest rate fluctuations can affect the prepayment speed of principal and the yield on the security. Premiums and discounts are amortized using the level yield or ‘‘interest method’’ over the terms of the securities. Declines in the fair value of held-to-maturity and available-for sale-securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses. In determining whether other-than-temporary impairment exists, management considers many factors, including (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent of the Company to hold and the determination of whether the Company will more likely than not be required to sell the security prior to a recovery in fair value. If the Company determines that (1) it intends to sell the security or (2) it is more likely than not that it will be required to sell the security before it’s anticipated recovery, the other-than-temporary impairment that is recognized in earnings is equal to the difference between the fair value of the security and the Company’s amortized cost in the security. If the Company determines that it (1) does not intend to sell the security and (2) it will not be more likely than not required to sell the security before it’s anticipated recovery, the other-than-temporary impairment is segregated into its two components (1) the amount of impairment related to credit loss and (2) the amount of impairment related to other factors. The difference between the present value of the cash flows expected to be collected and the amortized cost is the credit loss recognized through earnings and an adjustment to the cost basis of the security. The amount of impairment related to other factors is included in other comprehensive income (loss). Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method. 39 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (1) Summary of Significant Accounting Policies (Continued) Provision and Allowance for Probable Loan Losses The allowance for probable loan losses is maintained at a level considered adequate by management to provide for probable loan losses. The allowance is increased by provisions charged to operating expense and reduced by net charge-offs. The provision for probable loan losses is the amount, which, in the judgment of management, is necessary to establish the allowance for probable loan losses at a level that is adequate to absorb known and inherent risks in the loan portfolio. Management believes that the allowance for probable loan losses is adequate. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in economic conditions. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company’s bank subsidiaries’ allowances for probable loan losses. Such agencies may require the Company’s bank subsidiaries to make additions or reductions to their U.S. generally accepted accounting principles (‘‘GAAP’’) allowances based on their judgments of information available to them at the time of their examination. The bank subsidiaries charge off that portion of any loan which management considers to represent a loss as well as that portion of any other loan which is classified as a ‘‘loss’’ by bank examiners. Commercial, financial and agricultural or real estate loans are generally considered by management to represent a loss, in whole or part, (i) when an exposure beyond any collateral coverage is apparent, (ii) when no further collection of the portion of the loan so exposed is anticipated based on actual results, (iii) when the credit enhancements, if any, are not adequate, and (iv) when the borrower’s financial condition would indicate so. Generally, unsecured consumer loans are charged off when 90 days past due. Loans Loans are reported at the principal balance outstanding, net of unearned discounts. Interest income on loans is reported on an accrual basis. Loan fees and costs associated with originating the loans are amortized over the life of the loan using the interest method. The Company originates mortgage loans that may subsequently be sold to an unaffiliated third party. The loans are not securitized and if sold, are sold without recourse. Loans held for sale are carried at cost and the principal amount outstanding is not significant to the consolidated financial statements. Impaired Loans Impaired loans are those loans where it is probable that all amounts due according to contractual terms of the loan agreement will not be collected. Impaired loans are measured based on (1) the present value of expected future cash flows discounted at the loan’s effective interest rate; (2) the loan’s observable market price; or (3) the fair value of the collateral if the loan is collateral dependent. Substantially all of the Company’s impaired loans are measured at the fair value of the collateral. In limited cases the Company may use other methods to determine the level of impairment of a loan if such loan is not collateral dependent. Non-Accrual Loans The non-accrual loan policy of the Company’s bank subsidiaries is to discontinue the accrual of interest on loans when management determines that it is probable that future interest accruals will be un-collectible. As it relates to consumer loans, management charges off those loans when the loan is 40 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (1) Summary of Significant Accounting Policies (Continued) contractually 90 days past due. Under special circumstances, a consumer or non-consumer loan may be more than 90 days delinquent as to interest or principal and not be placed on non-accrual status. This situation generally results when a bank subsidiary has a borrower who is experiencing financial difficulties, but not to the extent that requires a restructuring of indebtedness. The majority of this category is composed of loans that are considered to be adequately secured and/or for which there are expected future payments. When a loan is placed on non-accrual status, any interest accrued, not paid is reversed and charged to operations against interest income. As it relates to non-consumer loans that are not 90 days past due, management will evaluate each of these loans to determine if placing the loan on non-accrual status is warranted. Interest income on non-accrual loans is recognized only to the extent payments are received or when, in management’s opinion, the debtor’s financial condition warrants reestablishment of interest accruals. Other Real Estate Owned Other real estate owned is comprised of real estate acquired by foreclosure and deeds in lieu of foreclosure. Other real estate is carried at the lower of the recorded investment in the property or its fair value less estimated costs to sell such property (as determined by independent appraisal). Prior to foreclosure, the value of the underlying loan is written down to the fair value of the real estate to be acquired by a charge to the allowance for probable loan losses, if necessary. Any subsequent write-downs are charged against other non-interest expense. Other real estate owned totaled $85,879,000 and $100,106,000 at December 31, 2013 and 2012, respectively. Other real estate owned is included in other assets. Bank Premises and Equipment Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on straight-line and accelerated methods over the estimated useful lives of the assets. Repairs and maintenance are charged to operations as incurred and expenditures for renewals and betterments are capitalized. Other Investments Other investments include equity investments in non-financial companies, bank owned life insurance, as well as equity securities with no readily determinable fair market value. Equity investments are accounted for using the equity method of accounting. Equity securities with no readily determinable fair value are accounted for using the cost method. Income Taxes Deferred income tax assets and liabilities are determined using the asset and liability method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the differences between the book and tax basis of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws. The Company files a consolidated federal income tax return with its subsidiaries. Recognition of deferred tax assets is based on management’s assessment that the benefit related to certain temporary differences, tax operating loss carry forwards, and tax credits are more likely than not to 41 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (1) Summary of Significant Accounting Policies (Continued) be realized. A valuation allowance is recorded for the amount of the deferred tax items for which it is more likely than not that the tax benefits will not be realized. The Company evaluates uncertain tax positions at the end of each reporting period. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefit recognized in the financial statements from any such a position is measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. As of December 31, 2013 and 2012, respectively, after evaluating all uncertain tax positions, the Company has recorded no liability for unrecognized tax benefits at the end of the reporting period. The Company would recognize any interest accrued on unrecognized tax benefits as other interest expense and penalties as other non-interest expense. During the years ended December 31, 2013, 2012 and 2011, the Company recognized no interest expense or penalties related to uncertain tax positions. The Company files consolidated tax returns in the U.S. Federal jurisdiction and various state jurisdictions. The Company is no longer subject to U.S. federal or state income tax examinations by tax authorities for years before 2010. Stock Options Compensation expense for stock awards is based on the market price of the stock on the measurement date, which is generally the date of grant, and is recognized ratably over the service period of the award. The fair value of stock options granted was estimated, using the Black-Sholes-Merton option-pricing model. This model was developed for use in estimating the fair value of publicly traded options that have no vesting restrictions and are fully transferable. Additionally, the model requires the input of highly subjective assumptions. Because the Company’s employee stock options have characteristics significantly different from those of publicly traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the Black-Scholes-Merton option- pricing model does not necessarily provide a reliable single measure of the fair value of the Company’s stock options. Net Income Per Share Basic Earnings Per Share (‘‘EPS’’) is calculated by dividing net income by the weighted average number of common shares outstanding. The computation of diluted EPS assumes the issuance of common shares for all dilutive potential common shares outstanding during the reporting period. The dilutive effect of stock options is considered in earnings per share calculations, if dilutive, using the treasury stock method. Goodwill and Identified Intangible Assets Goodwill represents the excess of costs over fair value of assets of businesses acquired. Goodwill is tested for impairment at least annually or on an interim basis if an event triggering impairment may have occurred. As of October 1, 2013, after completing goodwill testing, the Company has determined that no goodwill impairment exists. Identified intangible assets are acquired assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights or because the asset is capable of being sold or 42 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (1) Summary of Significant Accounting Policies (Continued) exchanged either on its own or in combination with a related contract, asset, or liability. The Company’s identified intangible assets relate to core deposits and contract rights. As of December 31, 2013, the Company has determined that no impairment of identified intangibles exists. Identified intangible assets with definite useful lives are amortized on an accelerated basis over their estimated life. See Note 6— Goodwill and Other Intangible Assets. Impairment of Long-Lived Assets Long-lived assets, such as property, plant and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying value of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying value of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying value of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the statement of condition and reported at the lower of the carrying value or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the statement of condition. Consolidated Statements of Cash Flows For purposes of the consolidated statements of cash flows, the Company considers all short-term investments with a maturity at date of purchase of three months or less to be cash equivalents. Also, the Company reports transactions related to deposits and loans to customers on a net basis. Accounting for Transfers and Servicing of Financial Assets The Company accounts for transfers and servicing of financial assets and extinguishments of liabilities based on the application of a financial-components approach that focuses on control. After a transfer of financial assets, the Company recognizes the financial and servicing assets it controls and liabilities it has incurred, derecognizes financial assets when control has been surrendered and derecognizes liabilities when extinguished. The Company has retained mortgage servicing rights in connection with the sale of mortgage loans. Because the Company may not initially identify loans as originated for resale, all loans are initially treated as held for investment. The value of the mortgage servicing rights are reviewed periodically for impairment and are amortized in proportion to, and over the period of estimated net servicing income or net servicing losses. The value of the mortgage servicing rights is not significant to the consolidated statements of condition. Segments of an Enterprise and Related Information The Company operates as one segment. The operating information used by the Company’s chief executive officer for purposes of assessing performance and making operating decisions about the Company is the consolidated financial statements presented in this report. The Company has four active operating subsidiaries, namely, the bank subsidiaries, otherwise known as International Bank of Commerce, Laredo, Commerce Bank, International Bank of Commerce, Zapata and International Bank of Commerce, Brownsville. 43 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (1) Summary of Significant Accounting Policies (Continued) Comprehensive Income (Loss) Comprehensive income (loss) consists of net income and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized gains and losses on securities available for sale. Advertising Advertising costs are expensed as incurred. Reclassifications Certain amounts in the prior year’s presentations have been reclassified to conform to the current presentation. These reclassifications had no effect on previously reported net income or shareholders’ equity. New Accounting Standards In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. 2013-02 to ASC 220, ‘‘Comprehensive Income.’’ The update amends existing literature to require an entity to provide information about the amounts reclassified out of other comprehensive income by component, and it also requires enhanced disclosure and cross reference on items reclassified out of accumulated other comprehensive income during the reporting period. The update is effective for reporting periods beginning after December 15, 2012. The adoption of the update to existing standards did not have a significant impact to the Company’s consolidated financial statements. In July 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. 2013-11 to ASC 740, ‘‘Income Taxes.’’ The update amends existing literature to eliminate diversity in practice in the presentation of unrecognized tax benefits in instances where a net operating loss carryforward, a similar tax loss or a tax credit carryforward also exist. The update clarifies how the unrecognized tax benefit should be presented in those situations where other tax losses or tax credit carryforwards exist. The update does not change the currently required disclosures for unrecognized tax benefits under current ASC 740 guidance. The update is effective for fiscal years and interim periods within those years beginning after December 15, 2013. The adoption of the update to existing standards is not expected to have a significant impact to the Company’s consolidated financial statements. In January 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-04 to ASC 310-40, ‘‘Receivables—Troubled Debt Restructurings by Creditors.’’ The update amends existing literature to eliminate diversity in practice by clarifying and defining when an in substance repossession or foreclosure occurs. The terms ‘‘in substance a repossession or foreclosure’’ and ‘‘physical possession’’ are not currently defined in the accounting literature, resulting in diversity in practice when a creditor derecognizes a loan receivable and recognizes the real estate property collateralizing the loan receivable as an asset. Additionally, the update requires interim and annual disclosures of both the amount of foreclosed residential real estate property and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure. The update is effective for annual periods and the interim periods within those annual periods beginning after December 15, 2014. The adoption of the update to existing standards is not expected to have a significant impact to the Company’s consolidated financial statements. 44 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (2) Investment Securities The amortized cost and estimated fair value by type of investment security at December 31, 2013 are as follows: Held to Maturity Amortized cost Gross unrealized gains Gross unrealized losses Estimated fair value Carrying value Other securities . . . . . . . . . . . . . . . . . . . . . . . . . $2,400 (Dollars in Thousands) $— $— $2,400 Total investment securities . . . . . . . . . . . . . . . . . . $2,400 $— $— $2,400 $2,400 $2,400 Residential mortgage-backed securities . . Obligations of states and political subdivisions . . . . . . . . . . . . . . . . . . . . Equity securities . . . . . . . . . . . . . . . . . . Available for Sale Amortized cost Gross unrealized gains Gross unrealized losses Estimated fair value Carrying value(1) $5,096,165 $56,110 $(124,574) $5,027,701 $5,027,701 (Dollars in Thousands) 248,354 28,075 8,063 931 (8,007) (538) 248,410 28,468 248,410 28,468 Total investment securities . . . . . . . . . . . $5,372,594 $65,104 $(133,119) $5,304,579 $5,304,579 (1) Included in the carrying value of residential mortgage-backed securities are $1,799,807 of mortgage- backed securities issued by Ginnie Mae, $3,200,042 of mortgage-backed securities issued by Fannie Mae and Freddie Mac and $27,852 issued by non-government entities The amortized cost and estimated fair value of investment securities at December 31, 2013, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties. Held to Maturity Available for Sale Amortized Cost Estimated fair value Amortized Cost Estimated fair value Due in one year or less . . . . . . . . . . . . . . . . . . . . . . . . Due after one year through five years . . . . . . . . . . . . . Due after five years through ten years . . . . . . . . . . . . . Due after ten years . . . . . . . . . . . . . . . . . . . . . . . . . . . Residential mortgage-backed securities . . . . . . . . . . . . . Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 125 2,275 — — — — $ 125 2,275 — — — — — $ — 704 247,650 5,096,165 28,075 — — 749 247,662 5,027,701 28,468 (Dollars in Thousands) $ Total investment securities . . . . . . . . . . . . . . . . . . . . . . $2,400 $2,400 $5,372,594 $5,304,579 45 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (2) Investment Securities (Continued) The amortized cost and estimated fair value by type of investment security at December 31, 2012 are as follows: Held to Maturity Amortized cost Gross unrealized gains Gross unrealized losses Estimated fair value Carrying value Other securities . . . . . . . . . . . . . . . . . . . . . . . . . $2,400 (Dollars in Thousands) $— $— $2,400 Total investment securities . . . . . . . . . . . . . . . . . . $2,400 $— $— $2,400 $2,400 $2,400 Residential mortgage-backed securities . . . Obligations of states and political subdivisions . . . . . . . . . . . . . . . . . . . . . Equity securities . . . . . . . . . . . . . . . . . . . Available for Sale Amortized cost Gross unrealized gains Gross unrealized losses Estimated fair value Carrying value(1) $5,186,652 $ 94,585 $(16,033) $5,265,204 $5,265,204 (Dollars in Thousands) 216,962 19,575 23,504 1,581 (1,791) (20) 238,675 21,136 238,675 21,136 Total investment securities . . . . . . . . . . . . $5,423,189 $119,670 $(17,844) $5,525,015 $5,525,015 (1) Included in the carrying value of residential mortgage-backed securities are $2,035,742 of mortgage- backed securities issued by Ginnie Mae, $3,196,602 of mortgage-backed securities issued by Fannie Mae and Freddie Mac and $32,860 issued by non-government entities Residential mortgage-backed securities are securities issued by Freddie Mac, Fannie Mae, Ginnie Mae or non-government entities. Investments in residential mortgage-backed securities issued by Ginnie Mae are fully guaranteed by the U.S. Government. Investments in mortgage-backed securities issued by Freddie Mac and Fannie Mae are not fully guaranteed by the U.S. Government, however, the Company believes that the quality of the bonds is similar to other AAA rated bonds with limited credit risk, particularly given the placement of Fannie Mae and Freddie Mac into conservatorship by the federal government in early September 2008 and because securities issued by others that are collateralized by residential mortgage-backed securities issued by Fannie Mae and Freddie Mac are rated consistently as AAA rated securities. The amortized cost and fair value of available for sale investment securities pledged to qualify for fiduciary powers, to secure public monies as required by law, repurchase agreements and short-term fixed borrowings was $2,250,755,000 and $2,264,525,000, respectively, at December 31, 2013. Proceeds from the sale and call of securities available-for-sale were $178,123,000, $1,382,231,000 and $1,102,849,000 during 2013, 2012 and 2011, respectively, which amounts included $177,623,000, $1,338,723,000 and $1,095,815,000 of mortgage-backed securities. Gross gains of $9,601,000, $38,447,000 and $17,318,000 and gross losses of $0, $1,000 and $33,000 were realized on the sales in 2013, 2012 and 2011, respectively. 46 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (2) Investment Securities (Continued) Gross unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2013 were as follows: Available for sale: Residential mortgage-backed . . . . . . . . . . . . securities Obligations of states and political subdivisions . . . . Equity securities . . . . . . . . . Less than 12 months 12 months or more Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses (Dollars in Thousands) $2,459,565 $ (98,022) $420,262 $(26,552) $2,879,827 $(124,574) 55,327 19,462 (3,025) (538) 14,292 — (4,982) — 69,619 19,462 (8,007) (538) $2,534,354 $(101,585) $434,554 $(31,534) $2,968,908 $(133,119) Gross unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous loss position, at December 31, 2012 were as follows: Available for sale: Residential mortgage-backed securities . . . . . . . . . . . . . . . . Obligations of states and political subdivisions . . . . . . . . . . . . . . . Equity securities . . . . . . . . . . . . . Less than 12 months 12 months or more Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses (Dollars in Thousands) $738,492 $(5,476) $32,860 $(10,557) $771,352 $(16,033) 5,117 — (114) — 10,437 56 (1,677) (20) 15,554 56 (1,791) (20) $743,609 $(5,590) $43,353 $(12,254) $786,962 $(17,844) The unrealized losses on investments in residential mortgage-backed securities are primarily caused by changes in market interest rates. Residential mortgage-backed securities are primarily securities issued by Freddie Mac, Fannie Mae and Ginnie Mae. The contractual cash obligations of the securities issued by Ginnie Mae are fully guaranteed by the U.S. Government. The contractual cash obligations of the securities issued by Freddie Mac and Fannie Mae are not fully guaranteed by the U.S. Government; however, the Company believes that the quality of the bonds is similar to other AAA rated bonds with limited credit risk, particularly given the placement of Fannie Mae and Freddie Mac into conservatorship by the federal government in early September 2008 and because securities issued by others that are collateralized by residential mortgage-backed securities issued by Fannie Mae and Freddie Mac are rated consistently as AAA rated securities. The decrease in fair value on residential mortgage-backed securities issued by Freddie Mac, Fannie Mae and Ginnie Mae is due to market interest rates. The Company has no intent to sell and will more than likely not be required to sell before a market price recovery or maturity of the securities; therefore, it is the conclusion of the Company that the investments in residential mortgage- issued by Freddie Mac, Fannie Mae and Ginnie Mae are not considered backed securities 47 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (2) Investment Securities (Continued) other-than-temporarily impaired. In addition, the Company has a small investment in non-agency residential mortgage-backed securities that have strong credit backgrounds and include additional credit enhancements to protect the Company from losses arising from high foreclosure rates. These securities have additional market volatility beyond economically induced interest rate events. It is the conclusion of the Company in non-agency residential mortgage-backed securities are other-than-temporarily impaired due to both credit and other than credit issues. An impairment charge of $1,374,000 ($893,100, after tax), was recorded in 2013 on the non-agency residential mortgage backed securities. Impairment charges of $1,039,000 ($675,000, after tax) and $977,000 ($635,000, after tax) were recorded in 2012 and 2011, respectively on the non-agency residential mortgage backed securities. The impairment charges represent the credit related impairment on the securities. investments that the The unrealized losses on investments in other securities are caused by fluctuations in market interest rates. The underlying cash obligations of the securities are guaranteed by the entity underwriting the debt instrument. It is the belief of the Company that the entity issuing the debt will honor its interest payment schedule, as well as the full debt at maturity. The securities are purchased by the Company for their economic value. The decrease in fair value is primarily due to market interest rates and not other factors, and because the Company has no intent to sell and will more than likely not be required to sell before a market price recovery or maturity of the securities, it is the conclusion of the Company that the investments are not considered other-than-temporarily impaired. The following impairment charges on available-for-sale investments recognized in earnings for the twelve months ended December 31, 2013 (in Thousands): table presents a reconciliation of credit-related Balance at December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment charges recognized during period . . . . . . . . . . . . . . . . . . . . $10,432 1,374 Balance at December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11,806 The following impairment charges on available-for-sale investments recognized in earnings for the twelve months ended December 31, 2012 (in Thousands): table presents a reconciliation of credit-related Balance at December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment charges recognized during period . . . . . . . . . . . . . . . . . . . . $ 9,393 1,039 Balance at December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,432 The following impairment charges on available-for-sale investments recognized in earnings for the twelve months ended December 31, 2011 (in Thousands): table presents a reconciliation of credit-related Balance at December 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment charges recognized during period . . . . . . . . . . . . . . . . . . . . . $8,416 977 Balance at December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $9,393 48 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (3) Loans A summary of loans, by loan type at December 31, 2013 and 2012 is as follows: December 31, 2013 2012 (Dollars in thousands) Commercial, financial and agricultural . . . . . . . . . . . . . . . . Real estate-mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate—construction . . . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,894,779 847,692 1,208,508 66,414 181,842 $2,525,380 838,467 1,147,669 74,514 188,974 Total loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5,199,235 $4,775,004 (4) Allowance for Probable Loan Losses The allowance for probable loan losses primarily consists of the aggregate loan loss allowances of the bank subsidiaries. The allowances are established through charges to operations in the form of provisions for probable loan losses. Loan losses or recoveries are charged or credited directly to the allowances. The allowance for probable loan losses of each bank subsidiary is maintained at a level considered appropriate by management, based on estimated probable losses in the loan portfolio. The allowance for probable loan losses is derived from the following elements: (i) allowances established on specific impaired loans, which are based on a review of the individual characteristics of each loan, including the customer’s ability to repay the loan, the underlying collateral values, and the industry in which the customer operates, (ii) allowances based on actual historical loss experience for similar types of loans in the Company’s loan portfolio, and (iii) allowances based on general economic conditions, changes in the mix of loans, company resources, border risk and credit quality indicators, among other things. All segments of the loan portfolio continue to be impacted by the prolonged economic downturn. Loans secured by real estate could be impacted negatively by the continued economic environment and resulting decrease in collateral values. Consumer loans may be impacted by continued and prolonged unemployment rates. The Company’s management continually reviews the allowance for loan losses of the bank subsidiaries using the amounts determined from the allowances established on specific impaired loans, the allowance established on quantitative historical loss percentages, and the allowance based on qualitative data to establish an appropriate amount to maintain in the Company’s allowance for loan losses. Should any of the factors considered by management in evaluating the adequacy of the allowance for probable loan losses change, the Company’s estimate of probable loan losses could also change, which could affect the level of future provisions for probable loan losses. While the calculation of the allowance for probable loan losses utilizes management’s best judgment and all information available, the adequacy of the allowance is dependent on a variety of factors beyond the Company’s control, including, among other things, the performance of the entire loan portfolio, the economy, changes in interest rates and the view of regulatory authorities towards loan classifications. The loan loss provision is determined using the following methods. On a weekly basis, loan past due reports are reviewed by the credit quality committee to determine if a loan has any potential problems and if a loan should be placed on the Company’s internal classified report. Additionally, the Company’s credit department reviews the majority of the Company’s loans for proper internal classification purposes regardless of whether they are past due and segregates any loans with potential problems for further 49 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (4) Allowance for Probable Loan Losses (Continued) review. The credit department will discuss the potential problem loans with the servicing loan officers to determine any relevant issues that were not discovered in the evaluation. Also, an analysis of loans that is provided through examinations by regulatory authorities is considered in the review process. After the above analysis is completed, the Company will determine if a loan should be placed on an internal classified report because of issues related to the analysis of the credit, credit documents, collateral and/or payment history. While the Texas and Oklahoma economies are performing better than other parts of the country, Texas and Oklahoma are not completely immune to the problems associated with the U.S. economy. The increase in income and capital gains taxes on certain individuals, the increase in payroll taxes, and the unprecedented debt and deficit of the United States not yet resolved, adds uncertainty to the possibility of robust economic growth and may create a slowdown in the economy. Thus, the risk of loss associated with all segments of the loan portfolio in these markets continues to be impacted by the prolonged economic weakness. The downturn in the economy and other risk factors are minimized by the underwriting standards of the bank subsidiaries. The general underwriting standards encompass the following principles: (i) the financial strength of the borrower including strong earnings, a high net worth, significant liquidity and an acceptable debt to worth ratio, (ii) managerial and business competence, (iii) the ability to repay, (iv) for a new business, projected cash flows, (v) loan to value, (vi) in the case of a secondary guarantor, a guarantor financial statement, and (vii) financial and/or other character references. Although the underwriting standards reduce the risk of loss, unique risk factors exist in each type of loan that the bank subsidiaries invest. Commercial and industrial loans are mostly secured by the collateral pledged by the borrower that are directly related to the business activities of the company such as accounts receivable and inventory. The ability of the borrower to collect accounts receivable, and to turn inventory into sales are risk factors in the repayment of the loan. Construction and land development loans can carry risk of repayment when projects incur cost overruns, have an increase in the price of building materials, encounter zoning and environmental issues, or encounter other factors that may affect the completion of a project on time and on budget. Additionally, repayment risk may be negatively impacted when the market experiences a deterioration in the value of real estate. Risks specifically related to 1-4 family development loans also include the practice by the mortgage industry of more restrictive underwriting standards, which inhibits the buyer from obtaining long term financing and excessive housing and lot inventory in the market. Commercial real estate loans demonstrate a risk of repayment when market values deteriorate, the business experiences turnover in key management, the business has an inability to attract or keep occupancy levels stable, or when the market experiences an exit of a specific business industry that is significant to the local economy, such as a manufacturing plant. First and second lien residential 1-4 family mortgage and consumer loan repayments may be affected by unemployment or underemployment and deteriorating market values of real estate. 50 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (4) Allowance for Probable Loan Losses (Continued) A summary of the changes in the allowance for probable loan losses by loan class is as follows: December 31, 2013 Domestic Foreign Commercial real estate: other Commercial construction & real estate: Commercial Balance at December 31, . Losses charge to allowance . Recoveries credited to . allowance . . . . . . . . . . allowance . Net losses charged to . . Provision (credit) charged to . . operations . . . . . . . . . . . . Balance at December 31, . . . . . Balance at December 31, . Losses charge to allowance . Recoveries credited to . allowance . . . . . . . . . . allowance . Net losses charged to . . Provision (credit) charged to . . operations . . . . . . . . . . . . Balance at December 31, . . . . . Commercial land development farmland & real estate: Residential: Residential: commercial multifamily first lien junior lien Consumer Foreign Total $ 11,632 (11,737) $12,720 (278) $21,880 (600) $694 (5) $4,390 (632) $4,448 (620) $1,289 (561) $1,140 (22) $ 58,193 (14,455) (Dollars in Thousands) 2,690 87 152 (9,047) (191) (448) 19,848 12 3,035 — (5) 87 61 298 162 5 3,455 (571) (322) (399) (17) (11,000) (7) 123 (140) 10 22,968 $ 22,433 $12,541 $24,467 $776 $3,812 $4,249 $ 750 $1,133 $ 70,161 December 31, 2012 Domestic Foreign Commercial real estate: other Commercial construction & real estate: Commercial Commercial land development farmland & real estate: Residential: Residential: commercial multifamily first lien junior lien Consumer Foreign Total $ 26,617 (34,721) $19,940 (7,617) $ 24,227 (13,724) $1,003 — $4,562 (227) $ 4,760 (1,190) $1,724 (756) $1,359 (111) $ 84,192 (58,346) (Dollars in Thousands) 3,547 229 220 (31,174) (7,388) (13,504) — — 13 195 184 — 4,388 (214) (995) (572) (111) (53,958) 16,189 168 11,157 (309) 42 683 137 (108) 27,959 $ 11,632 $12,720 $ 21,880 $ 694 $4,390 $ 4,448 $1,289 $1,140 $ 58,193 The allowance for probable loan losses is a reserve established through a provision for probable loan losses charged to expense, which represents management’s best estimate of probable loan losses when evaluating loans (i) individually or (ii) collectively. The Company’s allowance for probable loan losses increased for the year ended December 31, 2013 mainly due to the addition of a specific reserve of approximately $12,000,000 on a previously identified impaired commercial loan that further deteriorated during 2013. The Company’s net charge off experience decreased from December 31, 2013 compared to December 31, 2012 mainly due to four commercial real estate relationships charged off in 2012. The relationships were charged off as a result of the Company’s assessment that no further collection of the loan was probable based on the borrowers’ financial condition. 51 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (4) Allowance for Probable Loan Losses (Continued) The table below provides additional information on the balance of loans individually or collectively evaluated for impairment and their related allowance, by loan class: Domestic Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial real estate: other construction & land development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial real estate: farmland & commercial . . . . . Commercial real estate: multifamily . . . . . . . . . . . . . . . Residential: first lien . . . . . . . . . . . . . . . . . . . . . . . . . Residential: junior lien . . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2013 Loans individually evaluated for impairment Loans collectively evaluated for impairment Recorded Investment Allowance Recorded Investment Allowance (Dollars in Thousands) $34,183 $12,234 $1,008,459 $10,199 13,976 16,038 295 6,153 3,206 1,606 436 852 2,916 — — — — — 1,194,532 1,734,001 101,803 432,309 406,024 64,808 181,406 11,689 21,551 776 3,812 4,249 750 1,133 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $75,893 $16,002 $5,123,342 $54,159 Domestic Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial real estate: other construction & land development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial real estate: farmland & commercial Commercial real estate: multifamily . . . . . . . . . . . . . . . Residential: first lien . . . . . . . . . . . . . . . . . . . . . . . . . Residential: junior lien . . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2012 Loans individually evaluated for impairment Loans collectively evaluated for impairment Recorded Investment Allowance Recorded Investment Allowance (Dollars in Thousands) $32,768 $1,477 $ 736,342 $10,155 28,660 13,945 353 3,656 1,850 1,326 447 539 2,730 — — — — — 1,119,009 1,659,377 82,595 453,075 379,886 73,188 188,527 12,181 19,150 694 4,390 4,448 1,289 1,140 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $83,005 $4,746 $4,691,999 $53,447 Loans accounted for on a non-accrual basis at December 31, 2013, 2012 and 2011 amounted to $62,823,000, $71,768,000 and $118,505,000, respectively. The effect of such non-accrual loans reduced interest income by $4,088,000, $2,549,000 and $4,114,000 for the years ended December 31, 2013, 2012 and 2011, respectively. Amounts received on non-accruals are applied, for financial accounting purposes, first to principal and then to interest after all principal has been collected. Accruing loans contractually past 52 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (4) Allowance for Probable Loan Losses (Continued) due 90 days or more as to principal or interest payments at December 31, 2013, 2012 and 2011 amounted to $7,197,000, $15,033,000 and $14,288,000, respectively. The table below provides additional information on loans accounted for on a non-accrual basis by loan class: December 31, 2013 2012 (Dollars in Thousands) Domestic Commercial Commercial real estate: other construction & land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial real estate: farmland & commercial . . . . . . . . . . . Commercial real estate: multifamily . . . . . . . . . . . . . . . . . . . . Residential: first lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Residential: junior lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $34,110 $31,929 11,726 13,775 295 1,266 1,576 75 26,410 11,681 353 1,175 175 45 Total non-accrual loans . . . . . . . . . . . . . . . . . . . . . . . . . . . $62,823 $71,768 Impaired loans are those loans where it is probable that all amounts due according to contractual terms of the loan agreement will not be collected. The Company has identified these loans through its normal loan review procedures. Impaired loans are measured based on (1) the present value of expected future cash flows discounted at the loan’s effective interest rate; (2) the loan’s observable market price; or (3) the fair value of the collateral if the loan is collateral dependent. Substantially all of the Company’s impaired loans are measured at the fair value of the collateral. In limited cases the Company may use other methods to determine the level of impairment of a loan if such loan is not collateral dependent. The following tables detail key information regarding the Company’s impaired loans by loan class for the year ended December 31, 2013: Loans with Related Allowance Domestic Commercial . . . . . . . . . . . . . . . . . . . . . . . . . Commercial real estate: other construction & land development . . . . . . . . . . . . . . . . . . . Commercial real estate: farmland & December 31, 2013 Recorded Investment Unpaid Principal Balance Related Allowance Average Recorded Investment Interest Recognized (Dollars in Thousands) $17,178 $17,177 $12,234 $18,019 $ 38 6,818 6,825 852 6,058 — 92 commercial . . . . . . . . . . . . . . . . . . . . . . . . 7,259 10,697 2,916 7,167 Total impaired loans with related allowance $31,255 $34,699 $16,002 $31,244 $130 53 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (4) Allowance for Probable Loan Losses (Continued) Recorded Investment December 31, 2013 Unpaid Principal Balance Average Recorded Investment (Dollars in Thousands) Interest Recognized Loans with No Related Allowance Domestic Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial real estate: other construction & land development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial real estate: farmland & commercial . . . . . . Commercial real estate: multifamily . . . . . . . . . . . . . . . Residential: first lien . . . . . . . . . . . . . . . . . . . . . . . . . . Residential: junior lien . . . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $17,005 $17,023 $16,778 $ 2 7,158 8,779 295 6,153 3,206 1,606 436 7,187 9,949 295 6,258 3,226 1,612 436 18,164 7,313 322 4,860 2,347 1,380 452 74 — — 179 99 1 19 Total impaired loans with no related allowance . . . . . . $44,638 $45,986 $51,616 $374 The following tables detail key information regarding the Company’s impaired loans by loan class for the year ended December 31, 2012: Loans with Related Allowance Domestic Commercial . . . . . . . . . . . . . . . . . . . . . . . . . Commercial real estate: other construction & land development . . . . . . . . . . . . . . . . . . . Commercial real estate: farmland & December 31, 2012 Recorded Investment Unpaid Principal Balance Related Allowance Average Recorded Investment Interest Recognized (Dollars in Thousands) $ 1,633 $ 1,679 $1,477 $21,126 $ 39 3,671 3,671 539 6,608 — 92 commercial . . . . . . . . . . . . . . . . . . . . . . . . 6,678 9,923 2,730 7,342 Total impaired loans with related allowance $11,982 $15,273 $4,746 $35,076 $131 54 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (4) Allowance for Probable Loan Losses (Continued) Recorded Investment December 31, 2012 Unpaid Principal Balance Average Recorded Investment (Dollars in Thousands) Interest Recognized Loans with No Related Allowance Domestic Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial real estate: other construction & land development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial real estate: farmland & commercial . . . . . . Commercial real estate: multifamily . . . . . . . . . . . . . . . Residential: first lien . . . . . . . . . . . . . . . . . . . . . . . . . . Residential: junior lien . . . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $31,135 $31,170 $ 2,996 $ 4 24,989 7,267 353 3,656 1,850 1,326 447 25,160 9,340 353 3,984 1,944 1,330 447 39,449 16,536 381 2,876 1,939 1,193 166 141 8 — 60 104 — 6 Total impaired loans with no related allowance . . . . . . $71,023 $73,728 $65,536 $323 Impaired loans with no related allowance decreased for December 31, 2013 when compared to December 31, 2012 due to a few previously identified impaired loans being paid off, recording large principal paydowns, or foreclosed upon and included in other real estate owned during 2013. A portion of the impaired loans have adequate collateral and credit enhancements not requiring a related allowance for loan loss. The level of impaired loans is reflective of the economic weakness that has been created by the financial crisis and the subsequent economic downturn. Management is confident the Company’s loss exposure regarding these credits will be significantly reduced due to the Company’s long-standing practices that emphasize secured lending with strong collateral positions and guarantor support. Management is likewise confident the reserve for probable loan losses is adequate. The Company has no direct exposure to sub-prime loans in its loan portfolio, but the sub-prime crisis has affected the credit markets on a national level, and as a result, the Company has experienced an increasing amount of impaired loans; however, management’s decision to place loans in this category does not necessarily mean that the Company will experience significant losses from these loans or significant increases in impaired loans from these levels. Management of the Company recognizes the risks associated with these impaired loans. However, management’s decision to place loans in this category does not necessarily mean that losses will occur. In the current environment, troubled loan management can be protracted because of the legal and process problems that delay the collection of an otherwise collectable loan. Additionally, management believes that the collateral related to these impaired loans and/or the secondary support from guarantors mitigates the potential for losses from impaired loans. It is also important to note that even though the economic conditions in Texas and Oklahoma are weakened, we believe these markets are improving and better positioned to recover than many other areas of the country. Loans accounted for as ‘‘troubled debt restructuring,’’ which are included in impaired loans, were not significant and totaled $20,358,000 and $29,395,000 as of December 31, 2013 and December 31, 2012, respectively. 55 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (4) Allowance for Probable Loan Losses (Continued) The bank subsidiaries charge off that portion of any loan which management considers to represent a loss as well as that portion of any other loan which is classified as a ‘‘loss’’ by bank examiners. Commercial and industrial or real estate loans are generally considered by management to represent a loss, in whole or part, when an exposure beyond any collateral coverage is apparent and when no further collection of the loss portion is anticipated based on the borrower’s financial condition and general economic conditions in the borrower’s industry. Generally, unsecured consumer loans are charged-off when 90 days past due. While management of the Company considers that it is generally able to identify borrowers with financial problems reasonably early and to monitor credit extended to such borrowers carefully, there is no precise method of predicting loan losses. The determination that a loan is likely to be uncollectible and that it should be wholly or partially charged-off as a loss is an exercise of judgment. Similarly, the determination of the adequacy of the allowance for probable loan losses can be made only on a subjective basis. It is the judgment of the Company’s management that the allowance for probable loan losses at December 31, 2013 was adequate to absorb probable losses from loans in the portfolio at that date. The following table presents information regarding the aging of past due loans by loan class: 30 - 59 Days 60 - 89 90 Days or Days Greater December 31, 2013 90 Days or greater & Total still accruing Past due Current (Dollars in Thousands) Total Portfolio Domestic Commercial . . . . . . . . . . . . . . $ 4,240 $ 538 $36,066 Commercial real estate: other $2,051 $40,844 $1,001,798 $1,042,642 construction & land development . . . . . . . . . . . . Commercial real estate: 1,042 — 9,942 62 10,984 1,197,524 1,208,508 farmland & commercial . . . . 6,216 520 6,990 417 13,726 1,736,313 1,750,039 Commercial real estate: multifamily . . . . . . . . . . . . . Residential: first lien . . . . . . . . Residential: junior lien . . . . . . Consumer . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . 39 4,758 606 1,523 1,467 142 3,046 198 469 417 295 4,541 1,900 803 — — 3,518 368 781 — 476 12,345 2,704 2,795 1,884 101,622 426,117 406,526 63,619 179,958 102,098 438,462 409,230 66,414 181,842 Total past due loans . . . . . . $19,891 $5,330 $60,537 $7,197 $85,758 $5,113,477 $5,199,235 56 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (4) Allowance for Probable Loan Losses (Continued) 30 - 59 Days 60 - 89 Days 90 Days or Greater December 31, 2012 90 Days or greater & Total still accruing Past due Current Total Portfolio (Dollars in Thousands) Domestic Commercial Commercial real estate: other . . . . . . . . . . . . . $ 4,393 $ 471 $ 3,386 $ 2,689 $ 8,250 $ 760,860 $ 769,110 construction & land development . . . . . . . . . . . Commercial real estate: 1,107 2,300 24,225 497 27,632 1,120,037 1,147,669 farmland & commercial . . . 3,127 21,272 2,310 929 26,709 1,646,613 1,673,322 Commercial real estate: multifamily . . . . . . . . . . . . Residential: first lien . . . . . . . Residential: junior lien . . . . . . . . . . . . . . . . . . . Consumer Foreign . . . . . . . . . . . . . . . . . . 685 4,305 2,035 1,598 2,257 — 2,510 410 404 1,005 353 10,645 259 915 264 — 9,657 115 882 264 1,038 17,460 2,704 2,917 3,526 81,910 439,271 379,032 71,597 185,448 82,948 456,731 381,736 74,514 188,974 Total past due loans . . . . . . $19,507 $28,372 $42,357 $15,033 $90,236 $4,684,768 $4,775,004 The Company’s internal classified report is segregated into the following categories: (i) ‘‘Special Review Credits,’’ (ii) ‘‘Watch List—Pass Credits,’’ or (iii) ‘‘Watch List—Substandard Credits.’’ The loans placed in the ‘‘Special Review Credits’’ category reflect the Company’s opinion that the loans reflect potential weakness which require monitoring on a more frequent basis. The ‘‘Special Review Credits’’ are reviewed and discussed on a regular basis with the credit department and the lending staff to determine if a change in category is warranted. The loans placed in the ‘‘Watch List—Pass Credits’’ category reflect the Company’s opinion that the credit contains weaknesses which represent a greater degree of risk, which warrant ‘‘extra attention.’’ The ‘‘Watch List—Pass Credits’’ are reviewed and discussed on a regular basis with the credit department and the lending staff to determine if a change in category is warranted. The loans placed in the ‘‘Watch List—Substandard Credits’’ classification are considered to be potentially inadequately protected by the current sound worth and debt service capacity of the borrower or of any pledged collateral. These credit obligations, even if apparently protected by collateral value, have shown defined weaknesses related to adverse financial, managerial, economic, market or political conditions which may jeopardize repayment of principal and interest. Furthermore, there is the possibility that some future loss could be sustained by the Company if such weaknesses are not corrected. For loans that are classified as impaired, management evaluates these credits ASC 310-10, ‘‘Receivables,’’ and, if deemed necessary, a specific reserve is allocated to the credit. The specific reserve allocated under ASC 310-10, is based on (i) the present value of expected future cash flows discounted at the loan’s effective interest rate; (ii) the loan’s observable market price; or (iii) the fair value of the collateral if the loan is collateral dependent. Substantially all of the Company’s loans evaluated as impaired under ASC 310-10 are measured using the fair value of collateral method. In limited cases, the Company may use other methods to determine the specific reserve of a loan under ASC 310-10 if such loan is not collateral dependent. The allowance based on historical loss experience on the Company’s remaining loan portfolio, which includes the ‘‘Special Review Credits,’’ ‘‘Watch List—Pass Credits,’’ and ‘‘Watch List—Substandard Credits’’ is determined by segregating the remaining loan portfolio into certain categories such as 57 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (4) Allowance for Probable Loan Losses (Continued) commercial loans, installment loans, international loans, loan concentrations and overdrafts. Installment loans are then further segregated by number of days past due. A historical loss percentage, adjusted for (i) management’s evaluation of changes in lending policies and procedures, (ii) current economic conditions in the market area served by the Company, (iii) other risk factors, (iv) the effectiveness of the internal loan review function, (v) changes in loan portfolios, and (vi) the composition and concentration of credit volume is applied to each category. Each category is then added together to determine the allowance allocated under ASC 450-20. A summary of the loan portfolio by credit quality indicator by loan class is as follows: Domestic Commercial . . . . . . . . . . . . . . . . . . . . . Commercial real estate: other December 31, 2013 Pass Special Review Watch List—Pass Watch List— Watch List— Substandard Impaired (Dollars in Thousands) $ 955,522 $ 2,270 $ 4,389 $46,278 $34,183 construction & land development . . . . 1,167,295 14,247 9,318 3,672 13,976 Commercial real estate: farmland & commercial . . . . . . . . . . . . . . . . . . . . Commercial real estate: multifamily . . . . Residential: first lien . . . . . . . . . . . . . . . Residential: junior lien . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . 1,635,179 100,948 432,067 405,731 64,808 180,837 56,438 — 122 — — — 21,912 — — — — — 20,472 855 120 293 — 569 16,038 295 6,153 3,206 1,606 436 Total . . . . . . . . . . . . . . . . . . . . . . . . $4,942,387 $73,077 $35,619 $72,259 $75,893 Domestic Commercial . . . . . . . . . . . . . . . . . . . . Commercial real estate: other December 31, 2012 Pass Special Review Watch List—Pass Watch List— Watch List— Substandard Impaired (Dollars in Thousands) $ 675,263 $ 4,278 $16,535 $40,266 $32,768 construction & land development . . . 1,038,749 55,079 2,614 22,567 28,660 Commercial real estate: farmland & commercial . . . . . . . . . . . . . . . . . . . Commercial real estate: multifamily . . . Residential: first lien . . . . . . . . . . . . . . Residential: junior lien . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . 1,486,572 82,542 446,218 378,000 73,188 188,499 109,144 — 519 77 — — 46,316 53 — 309 — 28 17,345 — 6,338 1,500 — — 13,945 353 3,656 1,850 1,326 447 Total . . . . . . . . . . . . . . . . . . . . . . . . $4,369,031 $169,097 $65,855 $88,016 $83,005 58 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (5) Bank Premises and Equipment A summary of bank premises and equipment, by asset classification, at December 31, 2013 and 2012 were as follows: Bank buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . Furniture, equipment and vehicles . . . . . . . . . . . . . . . . . . . . . . Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate held for future expansion: Land, building, furniture, fixture and equipment . . . . . . . . . . . Less: accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . Bank premises and equipment, net . . . . . . . . . . . . . . . . . . . Estimated useful lives 5 – 40 years 1 – 20 years 7 – 27 years 2013 2012 (Dollars in Thousands) $ 470,386 260,932 128,805 $ 433,942 258,222 128,695 511 (355,792) 562 (340,134) $ 504,842 $ 481,287 (6) Goodwill and Other Intangible Assets The majority of the Company’s identified intangibles are in the form of amortizable core deposit premium, with the exception of $809,000, which represents identified intangibles in the acquisition of the rights to the insurance agency contracts of InsCorp, Inc., acquired in 2008. Information on the Company’s identified intangible assets follows: Carrying Amount Accumulated Amortization Net (Dollars in Thousands) December 31, 2013: Core deposit premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Identified intangible (contract rights) . . . . . . . . . . . . . . . . . . . . . . . . $58,675 2,022 $56,298 1,213 Total identified intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $60,697 $57,511 December 31, 2012: Core deposit premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Identified intangible (contract rights) . . . . . . . . . . . . . . . . . . . . . . . . $58,675 2,022 $51,974 904 Total identified intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $60,697 $52,878 $2,377 809 $3,186 $6,701 1,118 $7,819 59 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (6) Goodwill and Other Intangible Assets (Continued) Amortization expense of intangible assets for the years ended December 31, 2013, 2012 and 2011, was $4,633,000, $4,651,000 and $5,293,000, respectively. Estimated amortization expense for each of the five succeeding fiscal years, and thereafter, is as follows: Fiscal year ending December 31: 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total (in thousands) $2,389 452 295 25 25 — Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,186 There were no changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012. (7) Deposits Deposits as of December 31, 2013 and 2012 and related interest expense for the years ended December 31, 2013, 2012 and 2011 were as follows: 2013 2012 (Dollars in Thousands) Deposits: Demand—non-interest bearing Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,175,694 490,816 $2,002,920 462,830 Total demand non-interest bearing . . . . . . . . . . . . . . . . . 2,666,510 2,465,750 Savings and interest bearing demand Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,364,905 560,707 2,350,872 516,279 Total savings and interest bearing demand . . . . . . . . . . . 2,925,612 2,867,151 Time, certificates of deposit $100,000 or more Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 856,700 938,940 973,824 1,025,089 Less than $100,000 Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 531,503 324,160 601,766 353,633 Total time, certificates of deposit . . . . . . . . . . . . . . . . . . 2,651,303 2,954,312 Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $8,243,425 $8,287,213 60 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (7) Deposits (Continued) 2013 2012 2011 (Dollars in Thousands) Interest expense: Savings and interest bearing demand Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total savings and interest bearing demand . . . . . . . . Time, certificates of deposit $100,000 or more Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less than $100,000 Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,182 580 3,762 5,761 5,590 3,065 1,028 $ 4,487 801 $ 6,549 1,234 5,288 7,783 8,263 9,148 4,945 1,617 10,299 11,512 7,468 2,277 Total time, certificates of deposit . . . . . . . . . . . . . . . 15,444 23,973 31,556 Total interest expense on deposits . . . . . . . . . . . . . . . . $19,206 $29,261 $39,339 Scheduled maturities of time deposits as of December 31, 2013 were as follows: 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total (in thousands) $2,370,338 187,430 63,018 28,521 1,940 56 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,651,303 Scheduled maturities of time deposits in amounts of $100,000 or more at December 31, 2013, were as follows: Due within 3 months or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due after 3 months and within 6 months . . . . . . . . . . . . . . . . . . . . . . . Due after 6 months and within 12 months . . . . . . . . . . . . . . . . . . . . . . Due after 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 673,126 441,749 494,928 185,837 $1,795,640 61 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (8) Securities Sold Under Repurchase Agreements The Company’s bank subsidiaries have entered into repurchase agreements with an investment banking firm and individual customers of the bank subsidiaries. The purchasers have agreed to resell to the bank subsidiaries identical securities upon the maturities of the agreements. Securities sold under repurchase agreements were mortgage-backed book entry securities and averaged $1,041,186,000 and $1,276,831,000 during 2013 and 2012, respectively, and the maximum amount outstanding at any month end during 2013 and 2012 was $1,119,531,000 and $1,412,744,000, respectively. Further information related to repurchase agreements at December 31, 2013 and 2012 is set forth in the following table: Collateral Securities Repurchase Borrowing Book Value of Securities Sold Fair Value of Securities Sold Balance of Liability Weighted Average Interest Rate (Dollars in Thousands) December 31, 2013 term: Overnight agreements . . . . . . . . . . . . . . . 1 to 29 days . . . . . . . . . . . . . . . . . . . . . . 30 to 90 days . . . . . . . . . . . . . . . . . . . . . Over 90 days . . . . . . . . . . . . . . . . . . . . . $ 332,042 27,954 8,106 945,535 $ 341,238 28,288 8,263 940,209 $ 209,899 18,666 3,295 725,521 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,313,637 $1,317,998 $ 957,381 December 31, 2012 term: Overnight agreements . . . . . . . . . . . . . . . 1 to 29 days . . . . . . . . . . . . . . . . . . . . . . 30 to 90 days . . . . . . . . . . . . . . . . . . . . . Over 90 days . . . . . . . . . . . . . . . . . . . . . $ 340,711 10,378 33,619 1,033,957 $ 350,933 10,910 35,097 1,062,897 $ 263,992 6,992 22,078 836,617 .17% .40 .43 3.78 2.91% .28% 1.10 1.05 3.73 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,418,665 $1,459,837 $1,129,679 2.85% The book value and fair value of securities sold includes the entire book value and fair value of securities partially or fully pledged under repurchase agreements. (9) Other Borrowed Funds Other borrowed funds include Federal Home Loan Bank borrowings, which are short and long-term fixed borrowings issued by the Federal Home Loan Bank of Dallas at the market price offered at the time of funding. These borrowings are secured by mortgage-backed investment securities and a portion of the Company’s loan portfolio. The increase in other borrowed funds is a result of purchases of available-for-sale securities. 62 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (9) Other Borrowed Funds (Continued) Further information regarding the Company’s other borrowed funds at December 31, 2013 and 2012 is set forth in the following table: December 31, 2013 2012 (Dollars in Thousands) Federal Home Loan Bank advances—short-term Balance at year end . . . . . . . . . . . . . . . . . . . . . . . . . . Rate on balance outstanding at year end . . . . . . . . . . . Average daily balance . . . . . . . . . . . . . . . . . . . . . . . . . Average rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Maximum amount outstanding at any month end . . . . . $1,215,000 $ 742,500 .17% .15% $ 833,868 $ 412,919 .16% .19% $1,280,500 $1,005,500 Federal Home Loan Bank advances—long-term(1) Balance at year end . . . . . . . . . . . . . . . . . . . . . . . . . . Rate on balance outstanding at year end . . . . . . . . . . . Average daily balance . . . . . . . . . . . . . . . . . . . . . . . . . Average rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Maximum amount outstanding at any month end . . . . . $ $ $ 8,950 3.53% 7,289 3.53% 8,993 $ $ $ 6,527 3.51% 6,590 3.51% 6,650 (1) The amortization of the long-term advances is approximately $207,000 per year for each of the next five years and the final maturity date is October 2, 2028. (10) Junior Subordinated Deferrable Interest Debentures The Company has formed eight statutory business trusts under the laws of the State of Delaware, for the purpose of issuing trust preferred securities. The eight statutory business trusts formed by the Company (the ‘‘Trusts’’) have each issued Capital and Common Securities and invested the proceeds thereof in an equivalent amount of junior subordinated debentures (the ‘‘Debentures’’) issued by the Company. As of December 31, 2013 and December 31, 2012, the principal amount of debentures outstanding totaled $190,726,000. As a result of the Company’s participation in the TARP Capital Purchase Program, the Company was not permitted, without the consent of the Treasury Department, to redeem any of the Debentures. This restriction ceased to exist on December 23, 2011 and the Company exited the TARP Capital Purchase Program on November 28, 2012. One half of the Trust I securities were redeemed on June 8, 2011 and the remaining one half of the Trust I securities were redeemed on July 1, 2011 with the consent of the Treasury Department. The Debentures are subordinated and junior in right of payment to all present and future senior indebtedness (as defined in the respective indentures) of the Company, and are pari passu with one another. The interest rate payable on, and the payment terms of the Debentures are the same as the distribution rate and payment terms of the respective issues of Capital and Common Securities issued by the Trusts. The Company has fully and unconditionally guaranteed the obligations of each of the Trusts with respect to the Capital and Common Securities. The Company has the right, unless an Event of Default (as defined in the Indentures) has occurred and is continuing, to defer payment of interest on the Debentures for up to twenty consecutive quarterly periods on Trusts VI, VII, VIII, IX, X, XI and XII. If interest payments on any of the Debentures are deferred, distributions on both the Capital and Common 63 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (10) Junior Subordinated Deferrable Interest Debentures (Continued) Securities related to that Debenture would also be deferred. The redemption prior to maturity of any of the Debentures may require the prior approval of the Federal Reserve and/or other regulatory bodies. For financial reporting purposes, the Trusts are treated as investments of the Company and not consolidated in the consolidated financial statements. Although the Capital Securities issued by each of the Trusts are not included as a component of shareholders’ equity on the consolidated statement of condition, the Capital Securities are treated as capital for regulatory purposes. Specifically, under applicable regulatory guidelines, the Capital Securities issued by the Trusts qualify as Tier 1 capital up to a maximum of 25% of Tier 1 capital on an aggregate basis. Any amount that exceeds the 25% threshold would qualify as Tier 2 capital. At December 31, 2013 and 2012, the total $190,726,000 of the Capital Securities outstanding qualified as Tier 1 capital. The following table illustrates key information about each of the Debentures and their interest rates at December 31, 2013: Junior Subordinated Deferrable Interest Debentures (in thousands) Repricing Frequency Interest Rate Interest Rate Index(1) Maturity Date Optional Redemption Date(1) Trust VI . . . . . . Trust VII . . . . . Trust VIII . . . . . Trust IX . . . . . . Trust X . . . . . . . Trust XI . . . . . . Trust XII . . . . . $ 25,774 Quarterly 10,310 Quarterly 25,774 Quarterly 41,238 Quarterly 34,021 Quarterly 32,990 Quarterly 20,619 Quarterly 3.69% LIBOR + 3.45 November 2032 February 2008 3.49% LIBOR + 3.25 April 2033 3.29% LIBOR + 3.05 October 2033 1.87% LIBOR + 1.62 October 2036 1.89% LIBOR + 1.65 February 2037 1.87% LIBOR + 1.62 July 2037 1.69% LIBOR + 1.45 September 2037 September 2012 April 2008 October 2008 October 2011 February 2012 July 2012 $190,726 (1) The Capital Securities may be redeemed in whole or in part on any interest payment date after the Optional Redemption Date. (11) Earnings per Share (‘‘EPS’’) Basic EPS is calculated by dividing net income by the weighted average number of common shares outstanding. The computation of diluted EPS assumes the issuance of common shares for all dilutive 64 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (11) Earnings per Share (‘‘EPS’’) (Continued) potential common shares outstanding during the reporting period. The calculation of the basic EPS and the diluted EPS for the years ended December 31, 2013, 2012, and 2011 is set forth in the following table: Net Income (Numerator) Shares (Denominator) Per Share Amount (Dollars in Thousands, Except Per Share Amounts) December 31, 2013: Basic EPS Net income available to common shareholders . $126,351 67,195,180 $1.88 Potential dilutive common shares . . . . . . . . . . . — 119,679 Diluted EPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . $126,351 67,314,859 $1.88 December 31, 2012: Basic EPS Net income available to common shareholders . $ 93,473 67,236,681 $1.39 Potential dilutive common shares . . . . . . . . . . . — 77,282 Diluted EPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 93,473 67,313,963 $1.39 December 31, 2011: Basic EPS Net income available to common shareholders . $113,869 67,506,554 $1.69 Potential dilutive common shares . . . . . . . . . . . — 62,914 Diluted EPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . $113,869 67,569,468 $1.69 (12) Employees’ Profit Sharing Plan The Company has a deferred profit sharing plan for full-time employees with a minimum of one year of continuous employment. The Company’s annual contribution to the plan is based on a percentage, as determined by the Board of Directors, of income before income taxes, as defined, for the year. Allocation of the contribution among officers and employees’ accounts is based on length of service and amount of salary earned. Profit sharing costs of $3,500,000, $3,400,000 and $3,900,000 were charged to income for the years ended December 31, 2013, 2012, and 2011, respectively. (13) International Operations The Company provides international banking services for its customers through its bank subsidiaries. Neither the Company nor its bank subsidiaries have facilities located outside the United States. International operations are distinguished from domestic operations based upon the domicile of the customer. Because the resources employed by the Company are common to both international and domestic operations, it is not practical to determine net income generated exclusively from international activities. 65 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (13) International Operations (Continued) A summary of assets attributable to international operations at December 31, 2013 and 2012 are as follows: Loans: 2013 2012 (Dollars in Thousands) Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $142,145 39,697 $148,770 40,204 Less allowance for probable loan losses . . . . . . . . . . . . . . . . 181,842 (1,133) 188,974 (1,140) Net loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $180,709 $187,834 Accrued interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . $ 617 $ 902 At December 31, 2013, the Company had $130,116,000 in outstanding standby and commercial letters of credit to facilitate trade activities. The letters of credit are issued primarily in conjunction with credit facilities, which are available to various Mexican banks doing business with the Company. Revenues directly attributable to international operations were $6,085,000, $7,714,000 and $9,870,000 for the years ended December 31, 2013, 2012 and 2011, respectively. (14) Income Taxes The Company files a consolidated U.S. Federal and State income tax return. The current and deferred portions of net income tax expense included in the consolidated statements of income are presented below for the years ended December 31: 2013 2012 2011 (Dollars in Thousands) Current U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $59,583 (1,530) 3 $40,375 2,234 33 $61,279 5,083 15 Total current taxes . . . . . . . . . . . . . . . . . . . . . . . 58,056 42,642 66,377 Deferred U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deferred taxes . . . . . . . . . . . . . . . . . . . . . . (1,692) (125) (1,817) 7,928 (5) 7,923 (2,296) (3) (2,299) Total income taxes . . . . . . . . . . . . . . . . . . . . . . . $56,239 $50,565 $64,078 66 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (14) Income Taxes (Continued) Total income tax expense differs from the amount computed by applying the U.S. Federal income tax rate of 35% for 2013, 2012 and 2011 to income before income taxes. The reasons for the differences for the years ended December 31 are as follows: 2013 2012 2011 Computed expected tax expense . . . . . . . . . . . . . . . . . Change in taxes resulting from: (Dollars in Thousands) $55,634 $64,183 $66,941 Tax-exempt interest income . . . . . . . . . . . . . . . . . . . State tax, net of federal income taxes and tax credit . Tax refunds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other investment income . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,828) (110) (966) (2,656) 616 (4,381) 1,446 — (2,691) 557 (3,682) 3,302 — (3,083) 600 Actual tax expense . . . . . . . . . . . . . . . . . . . . . . . $56,239 $50,565 $64,078 The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2013 and 2012 are reflected below: Deferred tax assets: Loans receivable, principally due to the allowance for probable loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment charges on available-for-sale securities . . . . . . . . Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net unrealized gains on available for sale investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax liabilities: 2013 2012 (Dollars in Thousands) $ 25,365 3,878 5,327 399 $ 24,323 3,919 3,611 137 24,235 4,816 64,020 — 5,549 37,539 Bank premises and equipment, principally due to differences on depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net unrealized gains on available for sale investment (20,729) (21,529) securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Identified intangible assets and goodwill Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (36,156) (18,133) (10,182) (18,051) (11,476) Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . (50,256) (86,000) Net deferred tax asset (liability) . . . . . . . . . . . . . . . . . . . . $ 13,764 $(48,461) The net deferred tax asset (liability) of $13,764,000 at December 31, 2013 and $(48,461,000) at December 31, 2012 is included in other assets or liabilities, respectively in the consolidated statements of condition. 67 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (15) Stock Options On April 5, 2012, the Board of Directors adopted the 2012 International Bancshares Corporation Stock Option Plan (the ‘‘2012 Plan’’). There are 800,000 shares available for stock option grants under the 2012 Plan. Under the 2012 Plan, both qualified incentive stock options (‘‘ISOs’’) and non-qualified stock options (‘‘NQSOs’’) may be granted. Options granted may be exercisable for a period of up to 10 years from the date of grant, excluding ISOs granted to 10% shareholders, which may be exercisable for a period of up to only five years. As of December 31, 2013,749,000 shares were available for future grants under the 2012 Plan. The fair value of each option award granted under the plan is estimated on the date of grant using a Black-Scholes-Merton option valuation model that uses the assumptions noted in the following table. Expected volatility is based on the historical volatility of the price of the Company’s stock. The Company uses historical data to estimate the expected dividend yield and employee termination rates within the valuation model. The expected term of options is derived from historical exercise behavior. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Expected Life (Years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.63 7.63 2.33% 2.33% 2.86% 1.58% 47.28% 47.30% 2013 2012 A summary of option activity under the stock option plans for the twelve months ended December 31, 2013 is as follows: Weighted average exercise price Weighted average remaining contractual term (years) Number of options Aggregate intrinsic value ($) (in Thousands) Options outstanding at December 31, 2012 . . . . . . . . . Plus: Options granted . . . . . . . . . . . . . . . . . . . . . . . . Less: 794,877 8,500 $19.03 21.33 Options exercised . . . . . . . . . . . . . . . . . . . . . . . . . Options expired . . . . . . . . . . . . . . . . . . . . . . . . . . . Options forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . 19,075 235,607 33,552 Options outstanding at December 31, 2013 . . . . . . . . . 515,143 13.83 26.51 16.94 15.98 4.16 5,375 Options fully vested and exercisable at December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 228,001 18.37 2.67 1,851 Stock-based compensation expense included in the consolidated statements of income for the years ended December 31, 2013, 2012 and 2011 was approximately $414,000, $474,000 and $387,000, respectively. As of December 31, 2013, there was approximately $808,000 of total unrecognized stock- based compensation cost related to non-vested options granted under the Company plans that will be recognized over a weighted average period of 1.78 years. 68 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (15) Stock Options (Continued) Other information pertaining to option activity during the twelve month period ending December 31, 2013, 2012 and 2011 is as follows: Weighted average grant date fair value of stock options granted . . . . . . . . . . . . . . . . . . . . . . . . . Total fair value of stock options vested . . . . . . . . . Total intrinsic value of stock options exercised . . . . 9.05 $ $480,000 $171,000 8.71 $ $524,000 $ 41,000 5.51 $ $661,000 $ 27,000 Twelve Months Ended December 31, 2013 2012 2011 (16) Long Term Restricted Stock Units As a participant in the Troubled Asset Relief Program Capital Purchase Program (the ‘‘CPP’’) until November 28, 2012, the Company was subject to certain compensation restrictions, which included a prohibition on the payment or accrual of any bonuses (including equity-based incentive compensation) to certain officers and employees except for awards of CPP-compliant long-term restricted stock and stock units. On December 18, 2009, the Company’s board of directors (the ‘‘Board’’) adopted the 2009 International Bancshares Corporation Long-Term Restricted Stock Unit Plan (the ‘‘Plan’’) to give the Company additional flexibility in the compensation of its officers, employees, consultants and advisors in compliance with all applicable laws and restrictions. The Plan authorizes the Company to issue Restricted Stock Units (‘‘RSUs’’) to officers, employees, consultants and advisors of the Company and its subsidiaries. The Plan provides that RSUs shall be issued by a committee of the Board appointed by the Board from time to time consisting of at least two (2) members of the Board, each of whom is both a non-employee director and an outside director. On December 18, 2009, the Board adopted resolutions creating the Long-Term Restricted Stock Unit Plan Committee to administer the Plan. RSUs issued under the Plan are not equity and are payable only in cash. The Plan provides for both the issuance of CPP-compliant long-term RSUs as well as RSUs that are not CPP-compliant. Dennis E. Nixon, the Company’s President, Chairman of the Board and a director of the Company, was awarded CPP-compliant RSU’s granted as of December 19, 2012, December 16, 2011, December 15, 2010 and December 18, 2009 of $425,000, $400,000, $400,000 and $250,000 for his performance in 2012, 2011, 2010 and 2009, respectively. In order to meet the requirements of a CPP-compliant RSU, Mr. Nixon’s RSUs do not exceed one-third of his total annual compensation in the respective year. Mr. Nixon’s 2009 and 2010 RSU’s vested and were paid in December 2012 in the respective cash amounts of $262,842 and $358,782. The 2011 RSU vested and was paid in December 2013 in the cash amount of $591,344. The 2012 RSU remains outstanding and will vest in December 2014. 69 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (17) Commitments, Contingent Liabilities and Other Matters The Company leases portions of its banking premises and equipment under operating leases. Total rental expense for the years ended December 31, 2013, 2012 and 2011 were $7,300,000, $8,300,000 and $12,200,000, respectively. Future minimum lease payments due under non-cancellable operating leases at December 31, 2013 were as follows: Fiscal year ending: 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total (in thousands) $ 4,330 2,874 2,034 917 405 227 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,787 It is expected that certain leases will be renewed, as these leases expire. Aggregate future minimum rentals to be received under non-cancellable sub-leases greater than one year at December 31, 2013 were $66,500,000. Cash of approximately $96,087,000 and $84,070,000 at December 31, 2013 and 2012, respectively, was maintained to satisfy regulatory reserve requirements. The Company is involved in various legal proceedings that are in various stages of litigation. Some of these actions allege ‘‘lender liability’’ claims on a variety of theories and claim substantial actual and punitive damages. The Company has determined, based on discussions with its counsel that any material loss in such actions, individually or in the aggregate, is remote or the damages sought, even if fully recovered, would not be considered material to the consolidated statements of condition and related statements of income, comprehensive income, shareholders’ equity and cash flows of the Company. However, many of these matters are in various stages of proceedings and further developments could cause management to revise its assessment of these matters. (18) Transactions with Related Parties In the ordinary course of business, the subsidiaries of the Company make loans to directors and executive officers of the Corporation, including their affiliates, families and companies in which they are principal owners. In the opinion of management, these loans are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and do not involve more than normal risk of collectability or present other unfavorable features. The aggregate amounts receivable from such related parties amounted to approximately $51,554,000 and $51,102,000 at December 31, 2013 and 2012, respectively. (19) Financial Instruments with Off-Statement of Condition Risk and Concentrations of Credit Risk In the normal course of business, the bank subsidiaries are party to financial instruments with off-statement of condition risk to meet the financing needs of their customers. These financial instruments 70 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (19) Financial Instruments with Off-Statement of Condition Risk and Concentrations of Credit Risk (Continued) include commitments to their customers. These financial instruments involve, to varying degrees, elements of credit risk in excess of the amounts recognized in the consolidated statement of condition. The contract amounts of these instruments reflect the extent of involvement the bank subsidiaries have in particular classes of financial instruments. At December 31, 2013, the following financial amounts of instruments, whose contract amounts represent credit risks, were outstanding: Commitments to extend credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . Credit card lines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Standby letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,715,365,000 61,120,000 108,683,000 21,434,000 The Company enters into a standby letter of credit to guarantee performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved is represented by the contractual amounts of those instruments. Under the standby letters of credit, the Company is required to make payments to the beneficiary of the letters of credit upon request by the beneficiary so long as all performance criteria have been met. At December 31, 2013, the maximum potential amount of future payments is $108,683,000. At December 31, 2013, the fair value of these guarantees is not significant. Unsecured letters of credit totaled $42,503,000 and $28,383,000 at December 31, 2013 and 2012, respectively. The Company enters into commercial letters of credit on behalf of its customers which authorize a third party to draw drafts on the Company up to a stipulated amount and with specific terms and conditions. A commercial letter of credit is a conditional commitment on the part of the Company to provide payment on drafts drawn in accordance with the terms of the commercial letter of credit. The bank subsidiaries’ exposure to credit loss in the event of nonperformance by the other party to the above financial instruments is represented by the contractual amounts of the instruments. The bank subsidiaries use the same credit policies in making commitments and conditional obligations as they do for on-statement of condition instruments. The bank subsidiaries control the credit risk of these transactions through credit approvals, limits and monitoring procedures. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates normally less than one year or other termination clauses and may require the payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The bank subsidiaries evaluate each customer’s credit-worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the subsidiary banks upon extension of credit, is based on management’s credit evaluation of the customer. Collateral held varies, but may include residential and commercial real estate, bank certificates of deposit, accounts receivable and inventory. The bank subsidiaries make commercial, real estate and consumer loans to customers principally located in South, Central and Southeast Texas and the State of Oklahoma. Although the loan portfolio is diversified, a substantial portion of its debtors’ ability to honor their contracts is dependent upon the economic conditions in these areas, especially in the real estate and commercial business sectors. 71 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (20) Capital Requirements On December 23, 3008, as part of the Troubled Asset Relief Program Capital Purchase Program (the ‘‘TARP Capital Purchase Program’’) of the United States Department of the Treasury (‘‘Treasury’’), the Company issued to the Treasury, in exchange for aggregate consideration of $216 million, (i) 216,000 shares of the Company’s fixed-rate cumulative perpetual preferred stock, Series A, par value $.01 per share (the ‘‘Senior Preferred Stock’’), having a liquidation preference of $1,000 per share and (ii) a warrant to purchase 1,326,238 shares of the Company’s common stock at a price per share of $24.43 and with a term of ten years (the ‘‘Warrant’’). The Senior Preferred Stock paid a coupon rate of 5% of the first five years and 9% per year thereafter. On November 28, 2012, the Company completed the repurchase of all of the 216,000 shares of the Senior Preferred Stock held by Treasury. The Company commenced the $216 million repayment during the third quarter of 2012 and completed the final payment in the fourth quarter of 2012. The Company paid a total of $41,520,139 in preferred stock dividends to the U.S. Treasury from December of 2008 to November 28, 2012. On June 12, 2013, the U.S. Treasury sold the Warrant to a third party. As of February 19, 2014, the Warrant is still outstanding. Bank regulatory agencies limit the amount of dividends, which the bank subsidiaries can pay the Corporation, through IBC Subsidiary Corporation, without obtaining prior approval from such agencies. At December 31, 2013, the subsidiary banks could pay dividends of up to $584,000,000 to the Corporation without prior regulatory approval and without adversely affecting their ‘‘well-capitalized’’ status. In addition to legal requirements, regulatory authorities also consider the adequacy of the bank subsidiaries’ total capital in relation to their deposits and other factors. These capital adequacy considerations also limit amounts available for payment of dividends. The Company historically has not allowed any subsidiary bank to pay dividends in such a manner as to impair its capital adequacy. The Company and the bank subsidiaries are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities, and certain off-statement of condition items as calculated under regulatory accounting practices. The Company’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios (set forth in the table on the following page) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets. Management believes, as of December 31, 2013, that the Company and each of the bank subsidiaries met all capital adequacy requirements to which they are subject. As of December 31, 2013, the most recent notification from the Federal Deposit Insurance Corporation categorized all the bank subsidiaries as well-capitalized under the regulatory framework for prompt corrective action. To be categorized as ‘‘well-capitalized,’’ the Company and the bank subsidiaries must maintain minimum Total risk-based, Tier 1 risk based, and Tier 1 leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the categorization of the Company or any of the bank subsidiaries as well-capitalized. 72 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (20) Capital Requirements (Continued) The Company’s and the bank subsidiaries’ actual capital amounts and ratios for 2013 are presented in the following table: Actual For Capital Adequacy Purposes To Be Well-Capitalized Under Prompt Corrective Action Provisions Amount Ratio Amount Ratio Amount Ratio (greater than (greater than (greater than (greater than or equal to) or equal to) or equal to) or equal to) As of December 31, 2013: Total Capital (to Risk Weighted Assets): (Dollars in Thousands) Consolidated . . . . . . . . . . . . . . . . . . . . . . . $1,442,837 20.36% $566,870 488,303 International Bank of Commerce, Laredo . . . . 41,652 International Bank of Commerce, Brownsville . . 14,130 International Bank of Commerce, Zapata . . . . . 14,175 Commerce Bank . . . . . . . . . . . . . . . . . . . . 1,035,189 16.96 143,879 27.63 57,675 32.65 64,585 36.45 Tier 1 Capital (to Risk Weighted Assets): Consolidated . . . . . . . . . . . . . . . . . . . . . . . $1,369,657 19.33% $283,435 244,151 International Bank of Commerce, Laredo . . . . 20,826 International Bank of Commerce, Brownsville . . 7,065 International Bank of Commerce, Zapata . . . . . 7,087 Commerce Bank . . . . . . . . . . . . . . . . . . . . 969,731 15.89 138,467 26.60 56,459 31.96 63,491 35.83 Tier 1 Capital (to Average Assets): Consolidated . . . . . . . . . . . . . . . . . . . . . . . $1,369,657 11.61% $472,044 384,497 International Bank of Commerce, Laredo . . . . 41,553 International Bank of Commerce, Brownsville . . 21,219 International Bank of Commerce, Zapata . . . . . 21,372 Commerce Bank . . . . . . . . . . . . . . . . . . . . 969,731 10.09 138,467 13.33 56,459 10.64 63,491 11.88 8.00% 8.00 8.00 8.00 8.00 4.00% 4.00 4.00 4.00 4.00 4.00% 4.00 4.00 4.00 4.00 N/A $610,378 52,065 17,663 17,719 N/A $366,227 31,239 10,598 10,631 $ N/A 480,622 51,942 26,523 26,715 N/A 10.00% 10.00 10.00 10.00 N/A 6.00% 6.00 6.00 6.00 N/A 5.00% 5.00 5.00 5.00 73 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (20) Capital Requirements (Continued) The Company’s and the bank subsidiaries’ actual capital amounts and ratios for 2012 are also presented in the following table: Actual For Capital Adequacy Purposes To Be Well-Capitalized Under Prompt Corrective Action Provisions Amount Ratio Amount Ratio Amount Ratio (greater than (greater than (greater than (greater than or equal to) or equal to) or equal to) or equal to) As of December 31, 2012: Total Capital (to Risk Weighted Assets): Consolidated . . . . . . . . . . . . $1,328,089 International Bank of (Dollars in Thousands) 20.60% $515,695 8.00% N/A N/A Commerce, Laredo . . . . . . 945,384 17.19 440,038 International Bank of Commerce, Brownsville . . . 128,788 27.36 37,659 International Bank of Commerce, Zapata . . . . . . Commerce Bank . . . . . . . . . . 54,542 60,982 33.14 34.52 13,166 14,131 8.00 8.00 8.00 8.00 $550,048 10.00% 47,074 10.00 16,458 17,664 10.00 10.00 Tier 1 Capital (to Risk Weighted Assets): Consolidated . . . . . . . . . . . . $1,266,799 International Bank of 19.65% $257,848 4.00% N/A N/A Commerce, Laredo . . . . . . 892,888 16.23 220,019 International Bank of Commerce, Brownsville . . . 123,361 26.21 18,830 International Bank of Commerce, Zapata . . . . . . Commerce Bank . . . . . . . . . . 52,967 59,200 32.18 33.52 6,583 7,065 4.00 4.00 4.00 4.00 $330,029 6.00% 28,245 9,875 10,598 6.00 6.00 6.00 Tier 1 Capital (to Average Assets): Consolidated . . . . . . . . . . . . $1,266,799 International Bank of 10.86% $466,624 4.00% $ N/A N/A Commerce, Laredo . . . . . . 892,888 9.26 385,621 International Bank of Commerce, Brownsville . . . 123,361 13.79 35,787 International Bank of Commerce, Zapata . . . . . . Commerce Bank . . . . . . . . . . 52,967 59,200 10.64 11.27 19,918 21,004 4.00 4.00 4.00 4.00 482,026 5.00% 44,734 24,897 26,255 5.00 5.00 5.00 74 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (21) Fair Value ASC Topic 820,’’Fair Value Measurements and Disclosures’’ (‘‘ASC 820’’) defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 applies to all financial instruments that are being measured and reported on a fair value basis. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; it also establishes a fair value hierarchy that prioritizes the inputs used in valuation methodologies into the following three levels: (cid:127) Level 1 Inputs—Unadjusted quoted prices in active markets for identical assets or liabilities. (cid:127) Level 2 Inputs—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. (cid:127) Level 3 Inputs—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or other valuation techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy is set forth below. The following table represents assets and liabilities reported on the consolidated statements of condition at their fair value as of December 31, 2013 by level within the fair value measurement hierarchy. Fair Value Measurements at Reporting Date Using (in thousands) Assets/Liabilities Measured at Fair Value December 31, 2013 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Measured on a recurring basis: Assets: Available for sale securities Residential mortgage-backed securities . . . . . . States and political subdivisions . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5,027,701 248,410 28,468 $ — $4,999,849 248,410 — — 28,468 $27,852 — — $5,304,579 $28,468 $5,248,259 $27,852 75 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (21) Fair Value (Continued) The following table represents assets and liabilities reported on the consolidated balance sheets at their fair value as of December 31, 2012 by level within the fair value measurement hierarchy. Fair Value Measurements at Reporting Date Using (in thousands) Assets/Liabilities Measured at Fair Value December 31, 2012 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Measured on a recurring basis: Assets: Available for sale securities Residential mortgage-backed securities . . . . . . States and political subdivisions . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5,265,204 238,675 21,136 $ — $5,232,344 238,675 — — 21,136 $32,860 — — $5,525,015 $21,136 $5,471,019 $32,860 Investment securities available-for-sale are classified within level 2 and level 3 of the valuation hierarchy, with the exception of certain equity investments that are classified within level 1. For investments classified as level 2 in the fair value hierarchy, the Company obtains fair value measurements for investment securities from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. Investment securities classified as level 3 are non-agency mortgage-backed securities. The non-agency mortgage-backed securities held by the Company are traded in inactive markets and markets that have experienced significant decreases in volume and level of activity, as evidenced by few recent transactions, a significant decline or absence of new issuances, price quotations that are not based on comparable securities transactions and wide bid-ask spreads among other factors. As a result of the inability to use quoted market prices to determine fair value for these securities, the Company determined that fair value, as determined by level 3 inputs in the fair value hierarchy, is more appropriate for financial reporting and more consistent with the expected performance of the investments. For the investments classified within level 3 of the fair value hierarchy, the Company used a discounted cash flow model to determine fair value. Inputs in the model included both historical performance and expected future performance based on information currently available. Assumptions used in the discounted cash flow model as of December 31, 2013 and December 31, 2012 were applied separately to those portions of the bond where the underlying residential mortgage loans had been performing under original contract terms for at least the prior 24 months and those where the underlying residential mortgages had not been meeting the original contractual obligation for the same period. Unobservable inputs included in the model are estimates on future principal prepayment rates, and default and loss severity rates. For that portion of the bond where the underlying residential mortgage had been meeting the original contract terms for at least 24 months, the Company used the following estimates in the model: (i) a voluntary prepayment rate of 7%, (ii) a 1% default rate, (iii) a loss severity rate of 25%, and (iv) a discount rate of 13%. The assumptions used in the model for the rest of the bond included the 76 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (21) Fair Value (Continued) following estimates: (i) a voluntary prepayment rate of 2%, (ii) a default rate of 4.5%, (iii) a loss severity rate that started at 60% for the first year (2012) then declines by 5% for the following five years (2013, 2014, 2015, 2016 and 2017) and remains at 25% thereafter (2018 and beyond), and (iv) a discount rate of 13%. The estimates used in the model to determine fair value are based on observable historical data of the underlying collateral. The model anticipates that the housing market will gradually improve and that the underlying collateral will eventually all perform in accordance with the original contract terms on the bond. Should the number of loans in the underlying collateral that default and go into foreclosure or the severity of the losses in the underlying collateral significantly change, the results of the model would be impacted. The Company will continue to evaluate the actual historical performance of the underlying collateral and will modify the assumptions used in the model as necessary. The following table presents a reconciliation of activity for such mortgage-backed securities on a net basis (Dollars in thousands): Balance at December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Principal paydowns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total unrealized gains (losses) included in: $32,860 (5,440) Other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment realized in earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,806 (1,374) Balance at December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $27,852 Certain assets and liabilities are measured at fair value on a nonrecurring basis. They are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The following table represents assets measured at fair value on a non-recurring basis as of and for the period ended December 31, 2013 by level within the fair value measurement hierarchy: Fair Value Measurements at Reporting Date Using (in thousands) Assets/Liabilities Measured at Fair Value Year ended December 31, 2013 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Net Provision During Period Measured on a non-recurring basis: Assets: Impaired loans . . . . . . . . . . . . . . . . . . Other real estate owned . . . . . . . . . . . . $28,391 16,329 $— — $— — $28,391 16,329 $13,229 1,204 77 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (21) Fair Value (Continued) The following table represents assets measured at fair value on a non-recurring basis as of and for the year ended December 31, 2012 by level within the fair value measurement hierarchy: Fair Value Measurements at Reporting Date Using Assets/Liabilities Measured at Fair Value Year ended December 31, 2012 Quoted Prices in Active Markets (in thousands) Significant Other for Identical Observable Assets (Level 1) Inputs (Level 2) Significant Unobservable Inputs (Level 3) Net Provision During Period Measured on a non-recurring basis: Assets: Impaired loans . . . . . . . . . . . . . . . . . . Other real estate owned . . . . . . . . . . . $11,981 18,749 $— — $— — $11,981 18,749 $295 — The Company’s assets measured at fair value on a non-recurring basis are limited to impaired loans and other real estate owned. Impaired loans are classified within level 3 of the valuation hierarchy. The fair value of impaired loans is derived in accordance with FASB ASC 310, ‘‘Receivables’’. Impaired loans are primarily comprised of collateral-dependent commercial loans. The fair value of impaired loans is based on the fair value of the collateral, as determined through either an appraisal or evaluation process. The basis for the Company’s appraisal and appraisal review process is based on regulatory guidelines and strives to comply with all regulatory appraisal laws, regulations and the Uniform Standards of Professional Appraisal Practice. Understanding that as the primary sources of loan repayments decline, the secondary repayment source comes into play and correctly evaluating the fair value of that secondary source, the collateral, becomes even more important. As part of the weekly credit quality meetings and the determination of the loan loss provision, obsolete appraisals are identified. Appraisals are considered for each type of impaired collateral dependent loan and new or updated appraisals may be obtained as warranted after evaluation of any material deterioration in the performance of the project or changes in project specifications, the economic conditions for the geographic area where the property is located, a change in the use of the property, differences between the current property conditions and the conditions assumed in prior appraisals or evaluations, or, if it’s an income producing property, changes in the cash flow on the property. All appraisals and evaluations are ‘‘as is’’ (the property’s highest and best use) valuations based on the current conditions of the property/project at that point in time. The determination of the fair value of the collateral is based on the net realizable value, which is the appraised value less any closing costs, when applicable. Impaired loans are remeasured and reported at fair value through a specific valuation allowance allocation of the allowance for probable loan losses based upon the fair value of the underlying collateral. As of December 31, 2013, the Company had $64,585,000 of impaired commercial collateral dependent loans, of which $50,346,000 had an appraisal or evaluation performed within the immediately preceding twelve months. As of December 31, 2012, the Company had $73,646,000 of impaired commercial collateral dependent loans, of which $48,856,000 had an appraisal or evaluation performed within the immediately preceding twelve months. Other real estate owned is comprised of real estate acquired by foreclosure and deeds in lieu of foreclosure. Other real estate owned is carried at the lower of the recorded investment in the property or its fair value less estimated costs to sell such property (as determined by independent appraisal) within level 3 of the fair value hierarchy. Prior to foreclosure, the value of the underlying loan is written down to 78 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (21) Fair Value (Continued) the fair value of the real estate to be acquired by a charge to the allowance for probable loan losses, if necessary. The fair value is reviewed periodically and subsequent write downs are made accordingly through a charge to operations. Other real estate owned is included in other assets on the consolidated financial statements. For the twelve months ended December 31, 2013 and the twelve months ended December 31, 2012, respectively the Company recorded $402,000 and $10,450,000 in charges to the allowance for probable loan losses in connection with loans transferred to other real estate owned. For the twelve months ended December 31, 2013 and twelve months ended December 31, 2012, respectively, the Company recorded $1,204,000 and $0 in adjustments to fair value in connection with other real estate owned. The fair value estimates, methods, and assumptions for the Company’s financial instruments at December 31, 2013 and December 31, 2012 are outlined below. Cash and Cash Equivalents For these short-term instruments, the carrying amount is a reasonable estimate of fair value. Investment securities held-to-maturity The carrying amounts of investments held-to-maturity approximate fair value. Investment Securities For investment securities, which include U.S. Treasury securities, obligations of other U.S. government agencies, obligations of states and political subdivisions and mortgage pass through and related securities, fair values are from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. See disclosures of fair value of investment securities in Note 2. Loans Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as commercial, real estate and consumer loans as outlined by regulatory reporting guidelines. Each category is segmented into fixed and variable interest rate terms and by performing and non-performing categories. For variable rate performing loans, the carrying amount approximates the fair value. For fixed rate performing loans, except residential mortgage loans, the fair value is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate risk inherent in the loan. For performing residential mortgage loans, fair value is estimated by discounting contractual cash flows adjusted for prepayment estimates using discount rates based on secondary market sources or the primary origination market. Fixed rate performing loans are within Level 3 of the fair value hierarchy. At December 31, 2013, and December 31, 2012, the carrying amount of fixed rate performing loans was $1,243,252,000 and $1,189,585,000, respectively, and the estimated fair value was $1,196,916,000 and $1,126,228,000, respectively. 79 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (21) Fair Value (Continued) Accrued Interest The carrying amounts of accrued interest approximate fair value. Deposits The fair value of deposits with no stated maturity, such as non-interest bearing demand deposit accounts, savings accounts and interest bearing demand deposit accounts, was equal to the amount payable on demand as of December 31, 2013 and December 31, 2012. The fair value of time deposits is based on the discounted value of contractual cash flows. The discount rate is based on currently offered rates. Time deposits are within Level 3 of the fair value hierarchy. At December 31, 2013 and December 31, 2012, the carrying amount of time deposits was $2,651,303,000 and $2,954,312,000, respectively, and the estimated fair value was $2,649,452,000 and $2,962,190,000, respectively. Securities Sold Under Repurchase Agreements Securities sold under repurchase agreements include both short and long-term maturities. Due to the contractual terms of the short-term instruments, the carrying amounts approximated fair value at December 31, 2013 and December 31, 2012. The fair value of the long-term instruments is based on established market spreads using option adjusted spreads methodology. Long-term repurchase agreements are within level 3 of the fair value hierarchy. At December 31, 2013 and December 31, 2012, the carrying amount of long-term repurchase agreements was $710,000,000 and $800,000,000 respectively, and the estimated fair value was $792,215,500 and $932,007,000, respectively. Junior Subordinated Deferrable Interest Debentures The Company currently has floating rate junior subordinated deferrable interest debentures outstanding. Due to the contractual terms of the floating rate junior subordinated deferrable interest debentures, the carrying amounts approximated fair value at December 31, 2013 and December 31, 2012. Other Borrowed Funds The company currently has short and long-term borrowings issued from the Federal Home Loan Bank (‘‘FHLB’’). Due to the contractual terms of the short-term borrowings, the carrying amounts approximated fair value at December 31, 2013 and December 31, 2012. The fair value of the long-term borrowings is based on established market spreads for similar types of borrowings. The long-term borrowings are included in Level 2 of the fair value hierarchy. At December 31, 2013 and December 31, 2012, the carrying amount of the long-term FHLB borrowings was $8,950,000 and $6,527,000, respectively, and the estimated fair value was $8,950,000 and $7,073,000, respectively. Commitments to Extend Credit and Letters of Credit Commitments to extend credit and fund letters of credit are principally at current interest rates and therefore the carrying amount approximates fair value. 80 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (21) Fair Value (Continued) Limitations Fair value estimates are made at a point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Fair value estimates are based on existing on-and off-statement of condition financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Other significant assets and liabilities that are not considered financial assets or liabilities include the bank premises and equipment and core deposit value. In addition, the tax ramifications related to the effect of fair value estimates have not been considered in the above estimates. 81 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (22) International Bancshares Corporation (Parent Company Only) Financial Information Statements of Condition (Parent Company Only) December 31, 2013 and 2012 (Dollars in Thousands) ASSETS 2013 2012 Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment in subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,106 62,381 313 1,556,932 197 $ 1,539 63,044 409 1,573,679 617 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,627,929 $1,639,288 LIABILITIES AND SHAREHOLDERS’ EQUITY Liabilities: Junior subordinated deferrable interest debentures . . . . . . . . . . . . . . . . . . Due to IBC Trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 190,726 21 12,774 $ 190,726 21 12,833 Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 203,521 203,580 Shareholders’ equity: Common shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive (loss) income . . . . . . . . . . . . . . . . . . . . 95,744 163,947 1,467,000 (43,774) 95,725 163,287 1,369,543 65,662 1,682,917 1,694,217 Less cost of shares in treasury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (258,509) (258,509) Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,424,408 1,435,708 Total liabilities and shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . $1,627,929 $1,639,288 82 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (23) International Bancshares Corporation (Parent Company Only) Financial Information Statements of Income (Parent Company Only) Years ended December 31, 2013, 2012 and 2011 (Dollars in Thousands) 2013 2012 2011 Income: Dividends from subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest income on notes receivable . . . . . . . . . . . . . . . . . . . . . . . Interest income on other investments . . . . . . . . . . . . . . . . . . . . . . Other interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 30,000 18 12,301 — 26 $ 229,250 27 6,759 18 686 $ 54,800 19 7,517 69 41 Total income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,345 236,740 62,446 Expenses: Interest expense (Debentures) . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income before federal income taxes and equity in undistributed net income of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income before equity in undistributed net income of subsidiaries 4,665 1,889 6,554 35,791 2,529 33,262 6,595 3,867 10,462 11,073 6,543 17,616 226,278 (738) 44,830 (3,513) 227,016 48,343 Equity in undistributed (distributed) net income of subsidiaries . . . . 93,089 (119,181) 78,806 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126,351 107,835 127,149 Preferred stock dividends and discount accretion . . . . . . . . . . . . . . . — 14,362 13,280 Net income available to common shareholders . . . . . . . . . . . . . $126,351 $ 93,473 $113,869 83 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (24) International Bancshares Corporation (Parent Company Only) Financial Information Statements of Cash Flows (Parent Company Only) Years ended December 31, 2013, 2012 and 2011 (Dollars in Thousands) 2013 2012 2011 $126,351 $ 107,835 $127,149 Operating activities: Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustments to reconcile net income to net cash provided by operating activities: Accretion of junior subordinated interest deferrable debentures . Investment securities transactions, net . . . . . . . . . . . . . . . . . . . Impairment charges on available for sale securities . . . . . . . . . . Stock compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . (Decrease) increase in other liabilities . . . . . . . . . . . . . . . . . . . Equity in (undistributed) distributed net income of subsidiaries . — — 754 414 (969) (93,089) Net cash provided by operating activities . . . . . . . . . . . . . . . . . 33,461 Investing activities: Principal collected on mortgage-backed securities . . . . . . . . . . . . . Net decrease (increase) in notes receivable . . . . . . . . . . . . . . . . . Decrease (increase) in other assets and other investments . . . . . . . Net cash provided by (used in) investing activities . . . . . . . . . . . . 1,207 96 432 1,735 — — — 474 6,711 119,181 234,201 1,985 86 6,418 8,489 9 2 — 387 (3,234) (78,806) 45,507 1,355 (245) (4,193) (3,083) Financing activities: Repayment of trust preferred securities . . . . . . . . . . . . . . . . . . . . Redemption of preferred shares . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from stock transactions . . . . . . . . . . . . . . . . . . . . . . . . . Payments of cash dividends—common . . . . . . . . . . . . . . . . . . . . . Payments of cash dividends—preferred . . . . . . . . . . . . . . . . . . . . Purchase of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (216,000) 51 (26,894) (10,260) (1,716) — (10,400) — 113 (25,648) (10,800) (6,435) 265 (28,894) — — Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . (28,629) (254,819) (53,170) Increase (decrease) in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,567 1,539 (12,129) (10,746) 13,668 24,414 Cash at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,106 $ 1,539 $ 13,668 84 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Condensed Quarterly Income Statements (Dollars in Thousands, Except Per Share Amounts) (Unaudited) Fourth Quarter Third Quarter Second Quarter First Quarter 2013 Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $98,133 13,447 $91,650 13,007 $86,324 13,700 $87,110 14,478 Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for probable loan losses . . . . . . . . . . . . . . . . . . . . Non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . 84,686 5,407 45,167 67,830 56,616 78,643 5,800 44,481 70,227 47,097 72,624 4,342 46,705 73,714 41,273 72,632 7,419 53,252 80,861 37,604 Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,673 15,271 13,760 9,535 Net income available to common shareholders . . . . . . . . . . . $38,943 $31,826 $27,513 $28,069 Per common share: Basic Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ .58 $ .47 $ .41 $ .42 Diluted Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ .58 $ .47 $ .41 $ .42 85 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Condensed Quarterly Income Statements (Dollars in Thousands, Except Per Share Amounts) (Unaudited) Fourth Quarter Third Quarter Second Quarter First Quarter 2012 Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $92,399 16,374 $ 93,775 17,420 $93,683 20,040 $95,782 20,665 Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for probable loan losses . . . . . . . . . . . . . . . . . . . Non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preferred stock dividends and discount accretion . . . . . . . . 76,025 11,218 42,588 68,694 38,701 12,981 25,720 3,819 76,355 5,349 74,007 106,444 38,569 12,691 25,878 3,845 73,643 6,107 40,819 72,091 36,264 11,714 24,550 3,355 75,117 5,285 43,177 68,143 44,866 13,179 31,687 3,343 Net income available to common shareholders . . . . . . . . . . $21,901 $ 22,033 $21,195 $28,344 Per common share: Basic Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ .32 $ .33 $ .32 $ .42 Diluted Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ .32 $ .33 $ .31 $ .42 86 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Condensed Average Statements of Condition (Dollars in Thousands, Except Per Share Amounts) (Unaudited) Distribution of Assets, Liabilities and Shareholders’ Equity The following table sets forth a comparative summary of average interest earning assets and average interest bearing liabilities and related interest yields for the years ended December 31, 2013, 2012, and 2011: 2013 2012 2011 Average Balance Average Interest Rate/Cost Average Balance Average Interest Rate/Cost Average Balance Average Interest Rate/Cost (Dollars in Thousands) Assets Interest earning assets: Loan, net of unearned discounts: Domestic . . . . . . . . . . . . . . $ 4,802,120 $256,942 6,085 Foreign . . . . . . . . . . . . . . . 176,713 5.35% $ 4,730,903 $260,874 7,714 201,825 3.44 5.51% $ 5,022,584 $282,644 9,870 239,017 3.82 5.63% 4.13 Investment securities: Taxable . . . . . . . . . . . . . . . Tax-exempt . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . 5,051,736 232,266 45,578 87,198 12,877 115 1.73 5.54 .25 4,877,210 210,320 200,109 94,885 11,663 503 1.95 5.55 .25 4,731,408 190,933 120,777 113,650 10,091 1,869 2.40 5.29 1.55 Total interest-earning assets . 10,308,413 363,217 3.52% 10,220,367 375,639 3.68% 10,304,719 418,124 4.06% Non-interest earning assets: Cash and due from banks . . . . . Bank premises and equipment, net . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . Less allowance for probable loan . . . . . . . . . . . . . . . . losses 270,619 470,183 844,360 (66,001) Total . . . . . . . . . . . . . . . $11,827,574 Liabilities and Shareholders’ Equity Interest bearing liabilities: Savings and interest bearing 410,726 441,981 861,145 (77,103) $11,857,116 319,466 456,840 751,654 (83,919) $11,748,760 demand deposits . . . . . . . . . $ 2,879,115 $ 3,762 .13% $ 2,806,657 5,288 .19% $ 2,625,958 $ 7,783 .30% Time deposits: Domestic . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . 1,465,250 1,306,572 8,826 6,618 Securities sold under repurchase agreements . . . . . . . . . . . . . . . . . . . . . . . Other borrowings Junior subordinated interest 1,041,192 841,158 29,171 1,590 .60 .51 2.80 .19 1,673,590 1,608,219 1,276,841 419,509 13,208 10,765 37,645 998 .79 .67 2.95 .24 1,730,016 1,646,619 1,415,775 740,281 deferrable debentures . . . . . . 190,726 4,665 2.45 190,726 6,595 3.46 195,540 Total interest bearing liabilities 7,724,013 54,632 .71% 7,975,542 74,499 .93% 8,354,189 17,767 13,789 42,263 1,623 11,073 94,298 1.03 .84 2.99 .22 5.66 1.13% Non-interest bearing liabilities: Demand Deposits . . . . . . . . . . Other liabilities . . . . . . . . . . . . Shareholders’ equity . . . . . . . . . . 2,594,727 97,237 1,411,597 Total . . . . . . . . . . . . . . . . . $11,827,574 2,072,539 305,214 1,503,821 $11,857,116 1,817,781 117,295 1,459,495 $11,748,760 Net interest income . . . $308,585 $301,140 $323,826 Net yield on interest earning assets . . . . . . . 2.99% 2.95% 3.14% 87 INTERNATIONAL BANCSHARES CORPORATION OFFICERS AND DIRECTORS OFFICERS DIRECTORS DENNIS E. NIXON Chairman of the Board and President DENNIS E. NIXON President, International Bank of Commerce R. DAVID GUERRA Vice President EDWARD J. FARIAS Vice President IMELDA NAVARRO Treasurer WILLIAM J. CUELLAR Auditor MARISA V. SANTOS Secretary HILDA V. TORRES Assistant Secretary IRVING GREENBLUM International Investments/Real Estate R. DAVID GUERRA President International Bank of Commerce Branch in McAllen, TX DOUG HOWLAND Owner Construction & Construction Materials Company Investments IMELDA NAVARRO Senior Executive Vice President International Bank of Commerce PEGGY NEWMAN Investments LARRY NORTON President Norton Stores, Inc. LEONARDO SALINAS Investments ANTONIO R. SANCHEZ, JR. Chairman of the Board Sanchez Oil & Gas Corporation Investments 88