International Bancshares Corp.
Annual Report 2017

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2 0 1 7 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 5610 San Bernardo (956) 726-6688 2320 Bob Bullock Lp 20 (956) 728-0062 4401 Highway 83 South (956) 794-8140 1600 Water Street, Suite B520 (956) 722-7611 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 2201 NW Military Dr. (210) 366-0617 12400 Hwy. 281 North (210) 369-2900 16339 Huebner Rd. (210) 369-2974 8650 Fredericksburg Rd. (210) 930-9811 2310 SW Military Drive, Suite 216 (210) 518-2558 1500 NE Lp. 410 (210) 281-2400 18750 Stone Oak Pkwy (210) 496-6111 5300 Walzem Rd. (210) 564-2300 11831 Bandera Rd. (210) 369-2980 3119 SE Military Drive (210) 354-6980 327 SW Loop 410 (210) 930-9825 938 SW Military Dr. (210) 930-9815 11002 Culebra (210) 930-9850 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 802 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 Alton 215 West Martin Ave. (956) 630-9319 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 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 3200 Woodridge, Ste. 1350 (713) 285-2266 3939 Montrose (713) 285-2195 5085 Westheimer Ste. 4640 (713) 285-2296 1545 Eldridge Parkway (713) 285-2042 Richmond 5250 FM 1460 (832) 595-0920 Sugarland 10570 State Hwy 6 (713) 285-2199 Katy 544 West Grand Parkway (713) 285-2037 Lake Jackson 212 That Way (979) 297-2466 Angleton 130 W. 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 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 Veterans 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 500 West 5th St. (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 4025 S. FM 620 (512) 320-9575 First Equity 9606 N. Mopac Expressway Ste 100 (512) 346-8892 Bastrop 701 W. Hwy 71 (512) 308-9412 Cedar Park 301 W. Whitestone Blvd (512) 397-4552 Round Rock 1850 Gattis School Rd. (512) 320-9530 Leander 1695 US Hwy 183 (512) 320-9540 Dallas 3800 Maple Ave. (469) 357-3805 Oklahoma Ardmore 2302 12th Ave. (580) 223-0345 International Bank Of Commerce 1200 San Bernardo Avenue (956) 722-7611 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) 775-8055 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 11 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 2120 Saunders (956) 724-1616 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 14001 N. McArthur Blvd (405) 775-1710 Lawton 2101 W. Gore (580) 355-0253 6425 NW Cache Rd. (580) 250-4311 Miami 2520 N. Main (918) 542-4411 Midwest City 2200 S. Douglas Blvd. (405) 775-8057 Moore 513 NE 12th (405) 775-8066 901 SW 19th (405) 775-1720 Commerce Bank 5800 San Dario Laredo, Texas 78041 (956) 724-1616 2302 Blaine St. (956) 724-1616 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 Stillwater 1900 N. Perkins (405) 372-0889 Owasso 9350 N. Garnett (918) 497-2835 Elk City 1504 W. 3rd St. (580) 225-7200 Norman 1461 24th Ave. (405) 841-4744 Lindsey 209 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 Grove 100 E. 3rd St. (918)786-4438 Guthrie 120 N. Division St. (405) 775-8064 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 2370 N. Expressway (956) 547-1380 630 E. Elizabeth St. (956) 547-1350 79 E. Alton Gloor Blvd (956) 547-1360 3600 W. Alton Gloor Blvd. (956) 547-1390 South Padre Island 911 Padre Blvd. (956) 547-1471 Port Isabel 1401 W. Hwy. 100 (956) 943-2108 Harlingen 501 S. Dixieland Rd. (956) 428-6902 321 S. 77th Sunshine Strip (956) 428-6454 1801 W. Lincoln (956)428-4559 International Bank of Commerce, Zapata 908 N. US Highway 83 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 Beeville 802 E. Houston St. (361) 358-8700 Freer 405 S. Norton (361) 661-1211 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, 2017. 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 2017 AS OF OR FOR THE YEARS ENDED DECEMBER 31, 2015 (Dollars in Thousands, Except Per Share Data) 2016 2014 2013 STATEMENT OF CONDITION Assets . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities available-for- sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net loans . . . . . . . . . . . . . . . . . . . . . . . Deposits . . . . . . . . . . . . . . . . . . . . . . . . Other borrowed funds . . . . . . . . . . . . Junior subordinated deferrable interest debentures . . . . . . . . . . . . . . . Shareholders’ equity. . . . . . . . . . . . . . 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 . . . . . . . . . . . . . . . . . . . . . Net income available to common shareholders . . . . . . . . . . . . . . . . . . . . Per common share: $ 12,184,698 $ 11,804,041 $ 11,772,869 $ 12,196,520 $ 12,079,477 4,154,470 6,280,485 8,544,892 1,195,225 4,177,349 5,900,027 8,610,089 733,375 4,199,372 5,883,926 8,536,253 505,750 4,911,963 5,614,417 8,438,625 1,073,944 5,304,579 5,129,074 8,243,425 1,223,950 160,416 1,838,980 160,416 1,724,667 161,416 1,665,503 175,416 1,580,658 190,726 1,424,408 $ $ 415,136 38,931 376,205 11,221 150,406 293,748 221,642 64,206 157,436 $ 387,914 $ 43,129 344,785 19,859 161,702 289,625 197,003 63,071 133,932 396,754 $ 44,317 352,437 24,405 155,734 276,924 206,842 70,116 136,726 393,599 46,543 347,056 14,423 178,348 281,043 229,938 76,787 153,151 363,217 54,632 308,585 22,968 189,605 292,632 182,590 56,239 126,351 $ 157,436 $ 133,932 $ 136,726 $ 153,151 $ 126,351 Basic . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . $ $ 2.38 2.36 $ $ 2.03 $ 2.02 $ 2.06 $ 2.05 $ 2.29 2.28 $ $ 1.88 1.88 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, 2017. The following discussion should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, 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: • 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. • Volatility and disruption in national and international financial markets. • Government intervention in the U.S. financial system. • 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. • Changes in consumer spending, borrowing and saving habits. • 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. • Changes in the capital markets utilized by the Company and its subsidiaries, including changes in the interest rate environment that may reduce margins. • 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 (“CFPB”) as a 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. • Changes in our liquidity position. • 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, renegotiation and potential 2 changes to the North American Free Trade Agreement (“NAFTA”), or the possible imposition of tariffs on imported goods. 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. The loss of senior management or operating personnel. Increased competition from both within and outside the banking industry. 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. Changes in the Company’s ability to pay dividends on its Common Stock. Changes in estimates of future reserve requirements based upon periodic review thereof under relevant regulatory and accounting requirements. • • • • • • • 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, lower oil prices or environmental liability risks associated with foreclosed properties. • Greater than expected costs or difficulties related to the development and integration of new products and • • • • • lines of business, including those regulated by the CFPB. Increased labor costs and effects related to health care reform and other laws, regulations and legal developments impacting labor costs. Impairment of carrying value of goodwill could negatively impact our earnings and capital. Changes in the soundness of other financial institutions with which the Company interacts. Political instability in the United States or Mexico. Technological changes or system failures or breaches of our network security, as well as other cyber security risks, could subject us to increased operating costs, litigation and other liabilities. • Acts of war or terrorism. • Natural disasters. • • • • • Reduced earnings resulting from the write down of the carrying value of securities held in our securities available-for-sale portfolio following a determination that the securities are other-than-temporarily impaired. 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. The costs and effects of regulatory developments, including the resolution of legal proceedings or regulatory or other governmental inquiries and the results of regulatory examinations or reviews and the ability to obtain required regulatory approvals. 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. The reduction of income and possible increase in required capital levels related to the adoption of 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. 3 • • • The increase in required capital levels related to the implementation of capital and liquidity rules of the federal banking agencies that address or are impacted by the Basel III capital and liquidity standards. 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. 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 192 facilities and 294 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 one insurance agency, 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. The sales team of each of the Company’s bank subsidiaries aim to match the right mix of products and services to each customer to best serve the customer’s needs. That process entails spending time with customers to assess those needs and servicing the sales arising from those discussions on a long term basis. The bank subsidiaries have various compensation plans, including incentive based compensation, for fairly compensating employees. The bank subsidiaries also have a robust process in place to review sales that support the incentive based compensation plan to monitor the quality of the sales and identify any significant irregularities, a process that has been in place for many years. 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, 2017 was 8.62% as compared to 7.70% for the year ended December 31, 2016. 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, including congressional efforts to revamp or reform it, 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 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. 4 Results of Operations Summary Consolidated Statements of Condition Information December 31, 2017 December 31, 2016 (Dollars in Thousands) Percent Increase (Decrease) Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Net loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities sold under repurchase agreements . . . . . . . . . . . . . . . . . Other borrowed funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Junior subordinated deferrable interest debentures . . . . . . . . . . . . . Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,184,698 6,280,485 8,544,892 353,805 1,195,225 160,416 1,838,980 $ 11,804,041 5,900,027 8,610,089 504,985 733,375 160,416 1,724,667 3.2 % 6.4 (0.8) (29.9) 63.0 — 6.6 Consolidated Statements of Income Information Year Ended December 31, 2017 Year Ended December 31, 2016 Percent Increase (Decrease) 2017 vs. 2016 (Dollars in Thousands, Except Per Share Data) Year Ended December 31, 2015 Percent Increase (Decrease) 2016 vs. 2015 Interest income . . . . . . . . . . . . . . . . . . . . . . . $ Interest expense . . . . . . . . . . . . . . . . . . . . . . . Net interest income . . . . . . . . . . . . . . . . . . . . Provision for probable loan losses . . . . . . . . Non-interest income . . . . . . . . . . . . . . . . . . . Non-interest expense . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . Per common share: 415,136 $ 38,931 376,205 11,221 150,406 293,748 157,436 387,914 43,129 344,785 19,859 161,702 289,625 133,932 7.0 % $ (9.7) 9.1 (43.5) (7.0) 1.4 17.5 396,754 44,317 352,437 24,405 155,734 276,924 136,726 (2.2)% (2.7) (2.2) (18.6) 3.8 4.6 (2.0) Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.38 $ 2.36 2.03 2.02 17.2 % $ 16.8 2.06 2.05 (1.5)% (1.5) Net Income Net income for the year ended December 31, 2017 increased by 17.5% compared to the same period in 2016. Net income for the year ended December 31, 2017 was positively impacted by an increase in net interest income. Net interest income increased as interest income on loans increased due to a higher volume of loans and an increase in the overall yield of the loan portfolio. Interest expense declined primarily due to the effects of the early termination of the long-term repurchase agreements by the lead bank subsidiary in prior years. Net income for the year ended December 31, 2017 was also positively impacted by a decrease in the provision for probable loan losses compared to 2016 and a tax refund received in the second quarter of 2017. The provision for probable loan losses decreased as a result of a decrease in the historical loss experience in the commercial category of the allowance for probable loan loss calculation. As discussed in prior periods, charge-offs had increased due to the deterioration of one relationship that is secured by multiple pieces of transportation equipment beginning in the fourth quarter of 2014. The Company uses a three year historical charge-off experience in the calculation, therefore, as those charge-offs begin to be eliminated from the calculation, the allowance for probable loan losses will be impacted. Net income was also positively impacted by a tax refund of $4.9 million received in the second quarter as a result of an amended tax return for the 2012 tax year. In September 2014, the Company amended its 2012 federal income tax return as a result of a tax opinion obtained regarding a judgment against the Company paid in 2012 after litigation related to tax matters in the Company’s 2004 acquisition of Local Financial Corporation (“LFIN”). Litigation against the Company was initiated by the former controlling shareholders of LFIN with respect to such tax matters. On March 5, 2010, a judgment against the Company was entered on a jury verdict in the U.S. District Court for 5 the Western District of Oklahoma. The Company subsequently appealed the decision and on January 5, 2012, the United States Court of Appeals Tenth Circuit affirmed the judgment and it became final and unappealable and the Company recorded the majority of the payment of the judgment as a non-deductible expense in the Company’s 2012 federal income tax return. The Company engaged legal counsel to review the deductibility of the judgment and, upon receiving the tax opinion, amended the 2012 tax return to report the payment as a deductible expense. The Internal Revenue Service examined the amended return and at the conclusion of the exam, allowed a certain portion of the judgment to be deducted as a necessary and ordinary business expense. Net income for the year ended December 31, 2017 was negatively impacted by a charge of $5.8 million, $3.7 million after tax, taken by the lead bank subsidiary in connection with the termination of its long-term repurchase agreements outstanding in order to help manage its long-term funding costs, recorded in the first quarter of 2017. Net income for the year ended December 31, 2016 decreased by 2.0% compared to the same period in 2015 and was negatively impacted by a small decrease in the net interest margin as a result of a decrease in interest income on available-for-sale securities, and an increase in non-interest expense. The decrease in interest income on available-for- sale securities is due to a decrease in the average outstanding balance of such investments. The decrease in the balance is being driven primarily by the lack of available investments in the market that fit the Company’s investment profile and investment goals. The increase in non-interest income can be attributed to an increase in income from other investments, which is being positively impacted by the sale of an investment by the merchant banking entities in which the Company holds an equity interest, the Company’s share of revenue on a non-financial equity investment it holds accounted for under the equity method of accounting, and insurance proceeds from a policy the lead bank subsidiary had purchased to cover the cost of employee compensation and benefit programs, resulting in income of approximately $5.0 million, after tax. The increase in non-interest expense can be attributed primarily to a charge of $7.0 million, $4.6 million after tax, to unwind a portion of a subsidiary bank’s long-term repurchase agreements in order to improve the net interest margin in the long term. Also contributing to the increase is an increase of $3.9 million, $2.5 million after tax, in software and software maintenance costs arising from additional investments made by the Company in its network infrastructure. 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 6 interest rates and changes in the amount and composition of interest-earning assets and interest-bearing liabilities. Tax- exempt yields have not been adjusted to a tax-equivalent basis. For the years ended December 31, 2016 Average Rate/Cost 2017 Average Rate/Cost 2015 Average Rate/Cost Assets Interest earning assets: Loan, net of unearned discounts: Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities: Taxable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax-exempt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total interest-earning assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.27 % 3.29 2.08 4.10 0.74 3.97 % 5.06 % 3.28 1.97 4.08 0.24 3.75 % 5.14 % 3.35 2.00 4.11 0.14 3.73 % 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 . . . . . . . . . . . Total interest bearing liabilities . . . . . . . . . . . . . . . . . . . . . . . . 0.19 % 0.15 % 0.12 % 0.46 0.44 1.64 1.23 3.36 0.57 % 0.46 0.41 2.75 0.49 2.85 0.62 % 0.50 0.42 2.72 0.19 2.40 0.60 % 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 increased 5.9% from 3.75% in 2016 to 3.97% in 2017, and the rates paid on average interest-bearing liabilities decreased 8.1% from 0.62% in 2016 to 0.57% in 2017. The yield on average interest-earning assets increased 0.5% from 3.73% in 2015 to 3.75% in 2016, and the rates paid on average interest-bearing liabilities increased 3.3% from .60% in 2015 to .62% in 2016. 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 2017, 2016 and 2015 and the relative effect of changes in interest rates and volumes for each major classification of interest-earning assets and interest-bearing 7 liabilities. Non-accrual loans have been included in assets for the purpose of this analysis, which reduces the resulting yields: 2017 compared to 2016 Net increase (decrease) due to Rate(1) Total (Dollars in Thousands) Volume(1) 2016 compared to 2015 Net increase (decrease) due to Rate(1) Total (Dollars in Thousands) Volume(1) Interest earned on: Loans, net of unearned discounts: Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,373 $ 12,622 $ 24,995 $ 6,111 $ (4,966) $ Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (325) (307) (118) (490) 18 1,145 (608) Investment securities: Taxable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax-exempt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total interest income . . . . . . . . . . . . . . . . . . . . . . . . $ 9,511 $ 17,711 $ 27,222 $ (2,466) $ (6,374) $ (8,840) 2,814 (700) 420 (8,475) (963) 61 (1,287) (88) 85 (7,188) (875) (24) 4,588 64 419 (1,774) (764) 1 Interest incurred on: Savings and interest bearing demand deposits . . . . $ Time deposits: 207 $ 1,439 $ 1,646 $ 64 $ 905 $ 969 Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities sold under repurchase agreements . . . . . Other borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . Junior subordinated deferrable interest (433) (108) (9,815) 1,275 61 253 (4,444) 6,575 (372) 145 (14,259) 7,850 (544) (136) (3,083) (432) (502) (88) 182 1,945 (1,046) (224) (2,901) 1,513 debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 501 3,173 $ (1,188) Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 18,409 $ 13,011 $ 31,420 $ 1,895 $ (9,547) $ (7,652) Total interest expense . . . . . . . . . . . . . . . . . . . . . . . . $ (8,898) $ 4,700 $ (4,198) $ (4,361) $ (230) 792 (24) 816 731 (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. 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 members of the board of directors, 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, 2017, in rising rate scenarios of +100, +200, +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%, 15%, and 20%, respectively and in a decreasing rate scenario of -100 basis points, that the net interest income not vary by more than plus or minus 15%. At December 31, 2017, the income simulations show that a rate shift of -100, +100, +200, +300 and +400 basis points in interest rates up will vary projected net interest income for the coming 12 month period by -3.21%, +4.23%, +8.26%, +12.22% and +15.96%, respectively. 8 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: Loans accounted for on a non-accrual basis . . . . . $ Accruing loans contractually past due ninety days or more as to interest or principal payments . . . . . 2017 2016 54,730 $ 36,858 $ December 31, 2015 (Dollars in Thousands) 47,320 $ 2014 2013 63,559 $ 62,823 6,590 5,215 11,174 9,988 7,197 The allowance for probable loan losses increased 4.7% to $67,687,000 at December 31, 2017 from $64,661,000 at December 31, 2016. The allowance was 1.07% of total loans, net of unearned income at December 31, 2017 and 1.08% at December 31, 2016. The provision for probable loan losses charged to expense decreased $8,638,000 to $11,221,000 for the year ended December 31, 2017 from $19,859,000 for the same period in 2016. The decrease in the provision for probable loan losses charged to expense for the year ended December 31, 2017 can be attributed to a decrease in the historical charge-off experience in the commercial category of the allowance for probable loan loss calculation. As discussed in prior periods, charge-offs had increased due to the deterioration of one relationship that is secured by multiple pieces of transportation equipment beginning in the fourth quarter of 2014. The Company uses a three year historical charge-off experience in the calculation, therefore, as those charge-offs begin to be eliminated from the calculation, the allowance for probable loan losses will be impacted. The decrease in the provision for probable loan losses charged to expense for the year ended December 31, 2016 can be attributed to two large recoveries on loans that had been charged off in prior years of approximately $10.4 million. The recoveries positively impacted the balance in the allowance for probable loan losses and resulted in a decrease to provision expense. The increase in the provision for probable loan losses charged to expense for the year ended December 31, 2015 can be attributed to an increase in the portion of the allowance for probable loan losses calculated based on actual historical loss experience in the commercial loan category of the Company’s loan portfolio. The decrease in the allowance at December 31, 2014 compared to the same period in 2013 is due to a charge down in an impaired commercial relationship that is mainly secured by multiple pieces of transportation equipment, the value of which fluctuates due to market factors and the amount of use of the equipment. The provision for probable loan losses charged to expense decreased for the year ended December 31, 2014 compared to the same period in 2013 partially due to a specific reserve added in 2013 for the relationship that is mainly secured by multiple pieces of transportation equipment. 9 The following table details loans accounted for as “troubled debt restructuring,” segregated by loan class. Loans accounted for as troubled debt restructuring are included in impaired loans. See Note 1 to the Consolidated Financial Statements. December 31, 2017 December 31, 2016 (Dollars in Thousands) Domestic Commercial. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial real estate: farmland & commercial . . . . . . . . . . . . . . . . . . . . . . Residential: first lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Residential: junior lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total troubled debt restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 6,910 — 6,140 712 1,237 347 15,346 $ $ 10,710 3,086 6,181 812 1,269 360 22,418 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 interest or principal payments . . . . 2017 2016 — $ 387 $ December 31, 2015 (Dollars in Thousands) 365 $ 2014 2013 — $ 667 11 442 — — — The gross income that would have been recorded during 2017, 2016 and 2015 on non-accrual loans in accordance with their original contract terms was approximately $977,000, $2,438,000 and $3,279,000 on domestic loans and approximately $0, $23,800, and $19,000 on foreign loans, respectively. The amount of interest income on such loans that was recognized in 2017, 2016 and 2015 was approximately $4,000, $0, and $844,000 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 deems the collectibility 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 approximately $2,915,326,000 and $2,262,717,000 at December 31, 2017 and 2016, respectively. See Note 19 to the Consolidated Financial Statements. 10 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 recoveries on loans previously charged-off by loan category; and additions to the allowance which have been charged to expense: Loans, net of unearned discounts, outstanding at December 31 . . . . . . . Average loans outstanding during the year (1) . . . . . . . . . . . . . . . . . . . . . Balance of allowance at January 1 . Provision charged to expense. . . . . . Loans charged off: Domestic: Commercial, financial and agricultural . . . . . . . . . . . . . . . . . Real estate—mortgage . . . . . . . Real estate—construction . . . . . Consumer . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . Total loans charged off: . . . . . . . . . . Recoveries credited to allowance: Domestic: Commercial, financial and agricultural . . . . . . . . . . . . . . . . . Real estate—mortgage . . . . . . . Real estate—construction . . . . . Consumer . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . Total recoveries . . . . . . . . . . . . . . . . Net loans charged off . . . . . . . . . . . . Balance of allowance at December 31 . . . . . . . . . . . . . . . . . . . Ratio of net loans charged-off during the year to average loans outstanding during the year (1) . . . . . Ratio of allowance to loans, net of unearned discounts, outstanding at December 31 . . . . . . . . . . . . . . . . . . . 2017 2016 2015 2014 2013 (Dollars in Thousands) $ 6,348,172 $ 5,964,688 $ 5,950,914 $ 5,679,245 $ 5,199,235 $ 6,183,864 $ 5,949,048 $ 5,844,842 $ 5,491,841 $ 4,978,833 58,193 $ 22,968 70,161 14,423 64,828 24,405 66,988 19,859 64,661 11,221 $ $ $ $ (12,134) (441) (213) (309) (1) (13,098) 4,547 269 21 45 21 4,903 (8,195) (35,029) (401) (16) (414) (41) (35,901) 7,229 299 6,099 69 19 13,715 (22,186) (25,294) (432) (695) (704) — (27,125) 4,098 461 141 170 10 4,880 (22,245) (21,003) (1,012) (680) (719) (51) (23,465) 3,086 291 72 210 50 3,709 (19,756) (12,342) (1,252) (278) (561) (22) (14,455) 2,842 359 87 162 5 3,455 (11,000) $ 67,687 $ 64,661 $ 66,988 $ 64,828 $ 70,161 0.13 % 0.37 % 0.38 % 0.36 % 0.22 % 1.07 % 1.08 % 1.13 % 1.14 % 1.35 % (1) The average balances for purposes of the above table are calculated on the basis of daily balances. 11 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: 2017 2016 Allowance Percent of total Allowance Percent of total At December 31, 2015 2014 2013 Percent Allowance of total (Dollars in Thousands) Allowance Percent of total Allowance Percent of total $ 35,885 52.3 % $ 32,928 50.2 % $ 35,379 52.1 % $ 41,881 54.7 % $ 47,676 55.7 % 12,242 17.9 11,355 17.3 10,979 16.2 8,272 16.0 8,061 16.3 18,183 535 842 $ 67,687 26.5 0.8 2.5 18,887 607 884 100.0 % $ 64,661 28.8 0.9 2.8 12,955 660 1,060 100.0 % $ 66,988 100.0 % $ 64,828 18,818 659 1,152 27.7 1.0 3.0 24.9 1.1 3.3 12,541 750 1,133 100.0 % $ 70,161 23.2 1.3 3.5 100.0 % 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 decrease in charge-offs for the year ended December 31, 2017 can be attributed to the increases experienced in 2016. As discussed in prior periods, charge-offs had increased due to the deterioration of one relationship that is secured by multiple pieces of transportation equipment beginning in the fourth quarter of 2014 and increased charge-offs for the twelve months ended December 31, 2016 and December 31, 2015. In March 2016, litigation against the management of the borrower was filed in the State of Nevada, resulting in a going concern issue with the borrower’s operations and the future use of the transportation equipment pledged as collateral on the relationship. As a result, management, in accordance with its credit review procedures, re-evaluated the collateral values on the equipment in light of the new circumstances and reduced the collateral values accordingly, resulting in a further charge-down of the relationship of approximately $19.4 million, which is included in the losses charged to the allowance in the commercial category in the table detailing the activity for the twelve months ended December 31, 2016. The same relationship had been previously charged down in the years ended December 31, 2015 and 2014. Two large recoveries on loans charged off in prior years are included in the recoveries credited to the allowance in the table detailing activity for the year ended December 31, 2016. The recoveries occurred in the first and third quarters of 2016 in the amounts of $4.4 million and $6 million, respectively, and are included in the Commercial and Commercial Real Estate: Other Construction and Land Development categories. The increase in charge-offs for the years ended December 31, 2015 and 2014 in the Commercial category can be attributed to a charge down of a relationship that is primarily secured by multiple pieces of transportation equipment. The relationship was charged down by $13.5 million and $8.5 million for the years ended December 31, 2015 and December 31, 2014, respectively. 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 loans individually evaluated for impairment at December 31, 2017 can be primarily attributed to a relationship secured by a water park that is impaired at December 31, 2017. The reserve 12 allocated to loans individually evaluated for impairment at December 31, 2016 can be primarily attributed to the charge- down of the above discussed relationship secured by multiple pieces of transportation equipment. The reserve allocated to loans individually evaluated for impairment at December 31, 2015 decreased approximately $10.0 million, primarily as a result of a charge down in the above described relationship secured by multiple pieces of transportation equipment. The reserve allocated to loans collectively evaluated for impairment at December 31, 2015 increased approximately $12.0 million and can be attributed to an increase in the actual historical charge-off experience in the commercial loan category of the calculation. The reserve allocated by categories shows an overall decrease of $5.3 million from December 31, 2013 to December 31, 2014. The decrease for the year ended December 31, 2014 compared to the year ended December 31, 2013 is partially due to a charge down in the above-described relationship secured by multiple pieces of transportation equipment. 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 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, 2017 was adequate to absorb probable losses from loans in the portfolio at that date. See Critical Accounting Policies on page 25. 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 72,868 $ 73,581 Year Ended Year Ended December 31, December 31, 2017 2016 Percent Increase (Decrease) 2017 vs. 2016 (Dollars in Thousands) (1.0) % $ Year Ended December 31, 2015 Percent Increase (Decrease) 2016 vs. 2015 78,825 (6.7)% Banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-banking . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities transactions, net . . . . . . . . Other investments, net. . . . . . . . . . . . . . . . . . . . . Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,267 7,006 (2,626) 23,827 13,647 Total non-interest income . . . . . . . . . . . . . . . $ 150,406 $ 161,702 44,964 7,345 (4,774) 18,918 11,085 (2.8) 4.8 81.8 (20.6) (18.8) 44,971 7,223 (3,682) 16,969 11,428 (7.0) % $ 155,734 2.9 (3.0) (28.7) 40.4 19.4 3.8 % Total non-interest income for the year ended December 31, 2017 decreased by 7.0% compared to the same period of 2016. The decrease in total non-interest income for the year ended December 31, 2017 can be attributed to an increase in losses recognized on the sales of certain available-for-sale investment securities in 2017 to re-position a portion of the Company’s investment portfolio and to certain non-recurring items recorded in 2016. Total non-interest income for the year ended December 31, 2016 increased by 3.8% compared to the same period of 2015. The increase in non-interest income for the year ended Dcember 31, 2016 compared to the same period of 2015 can be attributed to an increase in income from other investments, which is being positively impacted by the sale of an investment by the merchant banking entities in which the Company holds an equity interest, the Company’s share of revenue on a non-financial equity investment it holds accounted for under the equity method of accounting, and insurance proceeds from a policy the lead bank subsidiary had purchased to cover the cost of employee compensation and benefit programs, resulting in income of approximately $7.8 million. Non-interest income was negatively impacted by a decrease in service charges on deposits for the year ended December 31, 2016 compared to the same period of 2015 and can be attributed to a decrease in the volume of overdraft charges on deposit accounts. 13 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 agreements . . . . . . . . . . . . . . . . . . . . . Software and software maintenance . . . . . . . . . . . Impairment charges (Total other-than- temporary impairment charges, $0 net of $0, $793 net of $1,147, and $371, net of $1,325, included in other comprehensive loss) . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended Year Ended December 31, December 31, 2017 2016 Percent Increase (Decrease) 2017 vs. 2016 (Dollars in Thousands) Year Ended December 31, 2015 Percent Increase (Decrease) 2016 vs. 2015 $ 132,750 $ 128,661 26,583 24,738 13,672 5,777 5,688 128 7,814 28,439 25,281 13,650 3,294 965 25 7,854 3.2 % $ 125,135 28,019 7.0 25,009 2.2 12,278 (0.2) 5,938 (43.0) 5,695 (83.0) 644 (80.5) 7,585 0.5 2.8 % (5.1) (1.1) 11.4 (2.7) (0.1) (80.1) 3.0 5,765 19,189 7,042 15,087 (18.1) 27.2 3,510 11,225 100.6 34.4 354 54,081 Total non-interest expense . . . . . . . . . . . . . . . . $ 293,748 $ 289,625 — 56,536 954 (100.0) 4.5 50,932 1.4 % $ 276,924 (62.9) 6.2 4.6 % Non-interest expense for the year ended December 31, 2017 increased 1.4% compared to the same period of 2016. Non-interest expense for 2017 was positively impacted by a decrease in deposit insurance assessments arising from a decrease in the assessment rate set by the FDIC of $2.4 million and a decrease in the net cost of operations on other real estate owned as the size of the portfolio has decreased from prior periods. Non-interest expense for the period was negatively impacted by increased technology costs related to certain network infrastructure modifications of $4.1 million for the year ended December 31, 2017 compared to the same period of 2016. Non-interest expense increased 4.6% for the year ended December 31, 2016 compared to the same period of 2015. Non-interest expense for the twelve months ended December 31, 2017, 2016 and 2015 was negatively impacted by charges of $5.8 million, $7.0 million, and $3.5 million, respectively, recorded by the Company’s lead bank subsidiary related to the termination of a portion of its long-term repurchase agreements outstanding in order to help manage its long-term funding costs. Non-interest expense for the year ended December 31, 2016 was negatively impacted by an increase of $3.9 million in software and software maintenance costs arising from additional investments made by the Company in its network infrastructure. 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 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. 14 Financial Condition Investment Securities The following table sets forth the carrying value of investment securities as of December 31, 2017, 2016 and 2015: December 31, 2017 2016 2015 (Dollars in Thousands) Residential mortgage-backed securities Available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,891,233 $ 3,894,470 $ 3,893,211 Obligations of states and political subdivisions Available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 232,951 254,972 277,704 Equity securities Available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,886 27,907 28,457 Other securities Held to maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,400 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,154,470 $ 4,179,749 $ 4,201,772 2,400 2,400 The following tables set forth the contractual maturities of investment securities, based on amortized cost, at December 31, 2017 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. Within one year Adjusted After one but within five years Adjusted After five but within ten years Adjusted Available for Sale Maturing 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 . . . . . . . . . . . . 28,075 2.24 223,157 4.62 % — % Total . . . . . . . . . . . . . . . . . . . $ 28,840 2.31 % $ 8,357 4.44 % $ 1,190,637 2.80 % $ 2,968,429 2.86 % — — — — 1,939 4.75 % — — — — 765 4.97 % $ 8,357 4.44 % 1,188,698 2.80 % $ 2,745,272 2.71 % Within one year Adjusted After one but within five years Adjusted After five but within ten years Adjusted Held to Maturity Maturing After ten years Adjusted Cost Yield Cost Yield Cost Yield Cost Yield (Dollars in Thousands) Other securities . . . . . . . . . . . . . $ 2,275 1.79 % $ Total . . . . . . . . . . . . . . . . . . . . . . $ 2,275 1.79 % $ 125 2.59 % $ 125 2.59 % $ — — % $ — — % $ — — % — — % 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 15 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, 2017, 2016, 2015, 2014 and 2013 are shown in the following table: December 31, 2017 2016 2015 2014 2013 (Dollars in Thousands) Commercial, financial and agricultural . . . Real estate—mortgage . . . . . . . . . . . . . . . . Real estate—construction . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans, net of unearned discount . . . . . . $ 3,322,668 $ 2,993,203 $ 3,101,748 $ 3,107,584 $ 2,894,779 847,692 1,208,508 66,414 181,842 $ 5,199,235 910,326 1,414,977 61,137 185,221 $ 5,679,245 962,582 1,649,827 57,744 179,013 $ 5,950,914 1,133,525 1,683,550 49,543 158,886 $ 6,348,172 1,032,222 1,716,875 55,168 167,220 $ 5,964,688 The following table shows the amounts of loans (excluding real estate mortgages and consumer loans) outstanding as of December 31, 2017, 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: Within one year Maturing After one but After five within five years years (Dollars in Thousands) Total Commercial, financial and agricultural . . . . . . . . . . . . . . Real estate—construction . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,057,717 $ 1,906,691 $ 644,902 113,179 946,370 29,230 $ 1,815,798 $ 2,882,291 $ 358,260 $ 3,322,668 1,683,550 92,278 16,477 158,886 467,015 $ 5,165,104 Due after one but within five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Due after five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ International Operations Interest sensitivity Fixed Rate Variable Rate (Dollars in Thousands) 176,695 $ 88,736 265,431 $ 2,705,596 378,279 3,083,875 On December 31, 2017, the Company had $158,886,000 (1.3% 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 16 corporations. The composition of such loans and the related amounts of allocated allowance for probable loan losses as of December 31, 2017 and 2016 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, 2017 Related Allowance for Probable Losses Amount of Loans (Dollars in Thousands) 2016 Related Allowance for Probable Losses Amount of Loans $ 103,104 $ 35,211 330 $ 110,036 $ 334 30,561 14,414 1,561 4,596 $ 158,886 $ 68 32 78 842 16,985 848 8,790 $ 167,220 $ 351 218 103 19 193 884 The transactions for the years ended December 31, 2017, 2016 and 2015, in that portion of the allowance for probable loan losses related to foreign debt were as follows: 2017 2016 (Dollars in Thousands) 2015 884 $ 1,152 $ 1,060 — (41) 10 19 10 (22) 82 (246) $ 1,152 884 (1) 21 20 (62) 842 $ Balance at January 1, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Charge (credit) to expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 17 Deposits Deposits: Demand—non-interest bearing 2017 Average Balance 2016 Average Balance (Dollars in Thousands) Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total demand non-interest bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Savings and interest bearing demand Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total savings and interest bearing demand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Time certificates of deposit $ 2,572,636 $ 658,072 3,230,708 2,612,981 617,482 3,230,463 2,504,360 644,230 3,148,590 2,504,369 585,986 3,090,355 $100,000 or more: Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 702,417 833,444 760,014 843,145 Less than $100,000: Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total time, certificates of deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 371,782 263,796 2,171,439 8,632,610 $ 409,142 280,170 2,292,471 8,531,416 $ 2017 2016 2015 (Dollars in Thousands) Interest expense: Savings and interest bearing demand Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total savings and interest bearing demand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Time, certificates of deposit $ $ 5,453 755 6,208 $ 3,922 640 4,562 3,026 567 3,593 $100,000 or more Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,644 4,105 3,881 3,929 4,693 4,116 Less than $100,000 Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total time, certificates of deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total interest expense on deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,312 675 9,736 $ 15,944 1,447 706 9,963 $ 14,525 1,680 744 11,233 $ 14,826 Scheduled maturities of time deposits in amounts of $100,000 or more at December 31, 2017, 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 557,206 348,695 404,776 135,210 $ 1,445,887 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, 18 2017 were $8,544,892,000, a decrease of 0.8% from $8,610,089,000 at December 31, 2016. Although deposits at December 31, 2017 remained relatively consistent with 2016 levels, the Company has experienced growth in deposits over the last few years. The Company is still experiencing a substantial amount of competition for deposits at higher than market rates. As a result, the Company has attempted to maintain certain deposit relationships, but has allowed certain deposits to leave as the result of aggressive pricing by competitors. Other Borrowed Funds Other borrowed funds include FHLB borrowings which are short-term and long-term borrowings issued by the FHLB of Dallas at the market price offered at the time of funding. These borrowings are secured by residential mortgage- backed investment securities and a portion of the Company’s loan portfolio. At December 31, 2017, other borrowed funds totaled $1,195,225,000, an increase of 63.0% from $733,375,000 at December 31, 2016. The increase in borrowings can be attributed to cash needs to fund daily operations, purchases of available-for-sale securities and the termination of a portion of the lead bank subsidary’s long-term outstanding repurchase agreements. Return on Equity and Assets Certain key ratios for the Company for the years ended December 31, 2017, 2016 and 2015 follows (1): 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 . . . . . . . . . . . . . . 8.62 % 1.31 15.19 27.70 7.70 % 1.12 14.60 29.56 8.44 % 1.13 13.35 28.12 (1) The average balances for purposes of the above table are calculated on the basis of daily balances. Years ended December 31, 2016 2015 2017 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. Such deposits comprised approximately 27%, 28%, and 27% of the Company’s bank subsidiaries’ total deposits at each of the years ended December 31, 2017, 2016 and 2015, respectively. Other important funding sources for the Company’s bank subsidiaries during 2017 and 2016 were borrowings from the 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. The Company’s bank subsidiaries have had a long-standing relationship with the FHLB and keep open, unused, lines of credit in order to fund liquidity needs. In the event that the FHLB indebtedness is not renewed, the repayment of the outstanding indebtedness would more than likely be repaid through proceeds generated from the sales of unpledged available-for-sale securities. The Company maintains a sizable, high quality investment portfolio to provide significant liquidity. These securities can be sold or sold under agreements to repurchase, to provide immediate liquidity. As in the past, the Company will continue to monitor the volatility and cost of funds in an attempt to match maturities of rate-sensitive assets and liabilities and respond accordingly to anticipated fluctuations in interest rates over reasonable periods of time. 19 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, 2017, 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 below, 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. 20 INTEREST RATE SENSITIVITY (Dollars in Thousands) December 31, 2017 Rate sensitive assets Investment securities . . . . . . . . . . . . . . . . . Loans, net of non-accruals . . . . . . . . . . . . 3 Months or Less Over 3 Months to 1 Year Rate/Maturity Over 1 Year to 5 Years (Dollars in Thousands) Over 5 Years Total $ 354,943 4,816,134 $ 712,342 212,144 $ 2,852,996 263,919 $ 234,189 1,001,245 $ 4,154,470 6,293,442 Total earning assets . . . . . . . . . . . . . . . . . . $ 5,171,077 $ 924,486 $ 3,116,915 $ 1,235,434 $ 10,447,912 Cumulative earning assets . . . . . . . . . . . . $ 5,171,077 $ 6,095,563 $ 9,212,478 $ 10,447,912 Rate sensitive liabilities Time deposits . . . . . . . . . . . . . . . . . . . . . . . Other interest bearing deposits . . . . . . . . . Securities sold under repurchase agreements . . . . . . . . . . . . . . . . . . . . . . . . . Other borrowed funds . . . . . . . . . . . . . . . . Junior subordinated deferrable interest debentures . . . . . . . . . . . . . . . . . . . . . . . . . $ 863,461 3,245,131 $ 996,047 — $ 196,910 — $ 88 — $ 2,056,506 3,245,131 342,824 945,225 10,981 — 160,416 — — — — — 250,000 353,805 1,195,225 — 160,416 Total interest bearing liabilities . . . . . . . . $ 5,557,057 $ 1,007,028 $ 196,910 $ 250,088 $ 7,011,083 Cumulative sensitive liabilities. . . . . . . . . $ 5,557,057 $ 6,564,085 $ 6,760,995 $ 7,011,083 Repricing gap . . . . . . . . . . . . . . . . . . . . . . . Cumulative repricing gap . . . . . . . . . . . . . Ratio of interest-sensitive assets to liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . Ratio of cumulative, interest-sensitive assets to liabilities . . . . . . . . . . . . . . . . . . . $ (385,980) $ (385,980) (82,542) $ 2,920,005 $ (468,522) 2,451,483 985,346 $ 3,436,829 3,436,829 0.93 0.93 0.92 0.93 15.83 1.36 4.94 1.49 1.49 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, 2017, in rising rate scenarios of +100, +200, +300 and +400 basis points, the guidelines established by management require that the net interest income 21 not vary by more than plus or minus 15%, 15%, 15%, and 20%, respectively and in a decreasing rate scenario of -100 basis points, that the net interest income not vary by more than plus or minus 15%. At December 31, 2017, the income simulations show that a rate shift of -100, +100, +200, +300 and +400 basis points in interest rates up will vary projected net interest income for the coming 12 month period by -3.21%, +4.23%, +8.26%, +12.22% and +15.96%, 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, 2017, the aggregate amount legally available to be distributed to the Company from bank subsidiaries as dividends was approximately $731,850,000, assuming that each bank subsidiary continues to be classified as “well- capitalized” under the applicable regulations in effect at December 31, 2017. The restricted capital (capital and surplus) of the bank subsidiaries was approximately $784,357,000 as of December 31, 2017. The undivided profits of the bank subsidiaries were approximately $1,878,736,000 as of December 31, 2017. At December 31, 2017, the Company has outstanding $1,195,000,000 in other borrowed funds and $160,416,000 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, 2017, shareholders’ equity was $1,838,980,000 compared to $1,724,667,000 at December 31, 2016, an increase of $114,313,000, or 6.6%. Shareholders’ equity increased primarily due to the retention of earnings, offset by the payment of cash dividends to shareholders and repurchases of the Company’s common stock in the form of treasury stock. 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 14.62% at December 31, 2017 and 13.91% at December 31, 2016. The core deposit intangibles and goodwill of $282,532,000 as of December 31, 2017, 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 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 8% and a Tier 1 leverage ratio of 5%. The Company had risk-weighted Tier 1 capital ratios of 18.73% and 18.68% and risk weighted total capital ratios of 19.51% and 19.47% as of December 31, 2017 and 2016, respectively, which are well above the minimum regulatory requirements and exceed the well-capitalized ratios (see Note 20 to Notes to Consolidated Financial Statements). 22 In July 2013, the Federal Deposit Insurance Corporation (“FDIC”) and other regulatory bodies established a new, comprehensive capital framework for U.S. banking organizations, consisting of minimum requirements that increase both the quantity and quality of capital held by banking organizations. The final rules are a result of the implementation of the BASEL III capital reforms and various Dodd-Frank Act related capital provisions. Consistent with the Basel international framework, the rules include a new minimum ratio of Common Equity Tier 1 (“CET1”) to risk-weighted assets of 4.5% and a CET1 capital conservation buffer of 2.5% of risk-weighted assets. The capital conservation buffer began phasing- in on January 1, 2016 at .625% and increases each year until January 1, 2019, when the Company will be required to have a 2.5% capital conservation buffer, effectively resulting in a minimum ratio of CET1 capital to risk-weighted assets of at least 7% upon full implementation. The rules also raised the minimum ratio of Tier 1 capital to risk-weighted assets from 4% to 6% and include a minimum leverage ratio of 4% for all banking organizations. Regarding the quality of capital, the new rules emphasize CET1 capital and implements strict eligibility criteria for regulatory capital instruments. The new rules also improve the methodology for calculating risk-weighted assets to enhance risk sensitivity. The new rules are subject to a four year phase in period for mandatory compliance and the Company was required to begin to phase in the new rules beginning on January 1, 2015. Management believes, as of December 31, 2017, that the Company and each of the bank subsidiaries will meet all capital adequacy requirements once the capital conservation is fully phased-in. On November 21, 2017, the Office of the Comptroller of the Currency (“OCC”), the FRB and the FDIC finalized a proposed rule that extends the current treatment under the regulatory capital rules for certain regulatory capital deductions and risk weights and certain minority interest requirements, as they apply to banking organizations that are not subject to the advanced approaches capital rules. Effective January 1, 2018, the rule also pauses the full transition to the Basel III treatment of mortgage servicing assets, certain deferred tax assets, investments in the capital of unconsolidated financial institutions and minority interests. The agencies are also considering whether to make adjustments to the capital rules in response to CECL (the FASB Standard relating to current expected credit loss) and its potential impact on regulatory capital. On December 7, 2017, the Basel Committee on Banking Supervision unveiled the latest round of its regulatory capital framework, commonly called “Basel IV.” The framework makes changes to the capital framework first introduced as “Basel III” in 2010. The committee targeted 2022-2027 as the timeframe for implementation by regulators in individual countries, including the U.S. federal bank regulatory agencies (after notice and comment). Junior Subordinated Deferrable Interest Debentures The Company has formed six statutory business trusts under the laws of the State of Delaware, for the purpose of issuing trust preferred securities. The 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, 2017 and December 31, 2016, the principal amount of debentures outstanding totaled $160,416,000. On July 29, 2015, the Company bought back a portion of the Capital Securities of IB Capital Trusts X and XI from the holder of the securities for a price that reflected an approximate 24.5% discount from the redemption prices of the securities. The Company thereby retired $13,000,000 of the total $34,021,000 of related Junior Subordinated Deferrable Interest Debentures related to IB Capital Trust X and $1,000,000 of the total $27,990,000 of related Junior Subordinated Deferrable Interest Debentures related to IB Capital Trust XI. On November 1, 2016, the Company bought back a portion of the Capital Securities of IB Capital Trust XI from the holder of the securities for a price that reflected an approximate 24% discount from the redemption price of the securities. The Company thereby retired $1,000,000 of the total $26,990,000 of related Junior Subordinated Deferrable Interest Debentures related to IB Capital Trust XI. The discounts recorded in connection with the repurchases of the outstanding Capital Securities are included in other income on the consolidated financial statements. 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, VIII, IX, X, XI and XII. If interest payments on 23 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, 2017 and December 31, 2016, the total $160,416,000 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, 2017: Junior Subordinated Deferrable Interest Debentures (in Thousands) Repricing Frequency Interest Rate Interest Rate Index Maturity Date Optional Redemption Date(1) Trust VI . . . . . . . . . . . . . $ Trust VIII . . . . . . . . . . . . Trust IX . . . . . . . . . . . . . Trust X . . . . . . . . . . . . . . Trust XI . . . . . . . . . . . . . Trust XII . . . . . . . . . . . . $ 25,774 Quarterly 25,774 Quarterly 41,238 Quarterly 21,021 Quarterly 25,990 Quarterly 20,619 Quarterly 160,416 4.87 % LIBOR + 3.45 November 2032 October 2033 4.41 % LIBOR + 3.05 October 2036 2.96 % LIBOR + 1.62 February 2037 3.03 % LIBOR + 1.65 2.96 % LIBOR + 1.62 July 2037 2.93 % LIBOR + 1.45 September 2037 February 2008 October 2008 October 2011 February 2012 July 2012 September 2012 (1) The Capital Securities may be redeemed in whole or in part on any interest payment date after the Optional Redemption Date. 24 Contractual Obligations and Commercial Commitments The following table presents contractual cash obligations of the Company (other than deposit liabilities) as of December 31, 2017: Contractual Cash Obligations Securities sold under repurchase agreements . $ 353,805 $ 342,824 $ Federal Home Loan Bank borrowings . . . . . . . 1,195,225 945,225 Junior subordinated deferrable interest debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — Operating leases . . . . . . . . . . . . . . . . . . . . . . . . 3,563 Total Contractual Cash Obligations . . . . . . $ 1,722,183 $ 1,291,612 $ 160,416 12,737 Total — $ — — 250,000 — 6,463 17,444 $ 160,416 — 2,531 180 2,531 $ 410,596 Less than One Year Three to Five Years After Five Years Payments due by Period (Dollars in Thousands) One to Three Years 10,981 $ — The following table presents contractual commercial commitments of the Company (other than deposit liabilities) as of December 31, 2017: Amount of Commitment Expiration Per Period (Dollars in Thousands) One to Three Years Three to Five Years Less than One Year After Five Years Commercial Commitments Financial and Performance Standby Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 72,487 $ 4,145 Commercial Letters of Credit . . . . . . . . . . . . . . . Credit Card Lines . . . . . . . . . . . . . . . . . . . . . . . . 20,643 Other Commercial Commitments . . . . . . . . . . . 2,795,136 1,429,380 — — — 137,591 Total Commercial Commitments . . . . . . . . . $ 2,915,326 $ 1,526,655 $ 643,173 $ 607,907 $ 137,591 22,915 $ — — 620,258 — $ — — 607,907 95,402 $ 4,145 20,643 Total 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. 25 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 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. 26 Preferred Stock, Common Stock and Dividends The Company had issued and outstanding 66,097,271 shares of $1.00 par value Common Stock held by approximately 1,993 holders of record at February 23, 2018. The book value of the Common Stock at December 31, 2017 was $29.28 per share compared with $27.53 per share at December 31, 2016. In connection with the Company’s participation in the Troubled Asset Relief Program Capital Purchase Program in 2008, the US Treasury received a warrant (the “Warrant”) to purchase 1,326,238 shares of the Company’s common stock (the “Warrant Shares”) at $24.43 per share. The term of the Warrant is ten years and was immediately exercisable. The Warrant is included as a component of Tier 1 capital. On June 12, 2013, the U. S. Treasury sold the Warrant to a third party. As of February 23, 2018, the Warrant is still outstanding, but expires on December 23, 2018. Adjustments to the $24.43 per share Exercise Price of the Warrant will be made if the Company pays cash dividends in excess of 33 cents per semi-annual period or makes certain other shareholder distributions before the Warrant expires on December 23, 2018. 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 2017 and 2016, as quoted on the NASDAQ National Market for each of the quarters in the two year period ended December 31, 2017. Some of the quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. The closing sales price of the Company’s Common Stock was $40.65 per share at February 23, 2018. 2017: . . . . . . . . . . . . . . . . . . . . . . . . . . . First quarter $ Second quarter Third quarter Fourth quarter 2016: . . . . . . . . . . . . . . . . . . . . . . . . . . . First quarter $ Second quarter Third quarter Fourth quarter High 41.83 $ 38.75 41.05 42.90 Low 33.40 32.50 33.85 37.55 High 25.79 $ 28.44 30.44 42.25 Low 21.05 22.96 24.82 29.31 The Company paid cash dividends to the common shareholders of $.33 per share on April 17, 2017 and October 16, 2017 to all holders of record on April 3, 2017 and September 29, 2017, respectively. The Company paid dividends to the common shareholders of $.29 per share on April 18, 2016 to all holders of record on April 1, 2016. The Company paid cash dividends to the common shareholders of $.31 per share on October 17, 2016 to all holders of record on September 30, 2016. 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 April 3, 2017, 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, 2017, 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. During the fourth quarter of 2017, the Company’s Board of Directors adopted a Rule 10b5-1 plan and intends to adopt additional Rule 10b5-1 trading plans that will allow the Company to purchase its shares of common stock during certain trading blackout periods when the Company ordinarily would not be in the market due to trading restrictions in its internal trading policy. During the term of a 10b5-1 Plan, purchases of common stock are automatic to the extent the conditions of the 10b5-1 Plan’s trading instructions are met. Shares repurchased in this program will be held in treasury for reissue for various corporate purposes, including employee 27 stock option plans. As of February 23, 2018, a total of 9,245,658 shares had been repurchased under all programs at a cost of $271,289,000. The Company is not obligated to repurchase shares under its stock repurchase program or to enter into additional Rule 10b5-1 plans. The timing, actual number and value of shares purchased will depend on many factors, including the Company’s cash flow and the liquidity and price performance of its shares of common stock. 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, 2017. Total Number of Shares Total Number of Shares Purchased Purchased as Approximate Average Price Paid Per Share Part of a Publicly- Announced Program Dollar Value of Shares Available for Repurchase(1) October 1 – October 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . November 1 – November 30, 2017 . . . . . . . . . . . . . . . . . . . December 1 – December 31, 2017 . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — $ — 1,375 1,375 — — 39.85 $ 38.90 — $ 39,966,000 39,966,000 — 39,911,000 1,375 1,375 (1) The repurchase program was extended on April 3, 2017 and allows for the repurchase of up to an additional $40,000,000 of treasury stock through April 9, 2018. Equity Compensation Plan Information The following table sets forth information as of December 31, 2017, with respect to the Company’s equity compensation plans: Plan Category Equity Compensation plans approved by security holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (A) (B) Number of securities to Weighted average exercise price of be issued upon exercise outstanding options, of outstanding options, warrants and rights warrants and rights (C) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A) 668,166 668,166 $ $ 20.41 20.41 216,400 ` 216,400 28 Stock Performance COMPARISON OF CUMULATIVE FIVE YEAR TOTAL RETURN COMPARISON OF CUMULATIVE FIVE YEAR TOTAL RETURN $300 $250 $200 $150 $100 $50 $0 2012 2013 2014 2015 2016 2017 International Bancshares Corporation S&P MidCap 400 Index S&P 400 Regional Banks Total Return To Shareholders (Includes reinvestment of dividends) Company / Index International Bancshares Corporation . . . . . . . . . . . . . . . . . . . . . . S&P 500 Index . . . . . . . . . . . . . . . . . . . . S&P 500 Banks . . . . . . . . . . . . . . . . . . . Base Period 2012 2013 2014 INDEXED RETURNS December 31, 2015 2016 2017 100 100 100 148.68 133.50 145.54 152.84 146.54 147.28 151.39 143.35 156.95 245.70 173.08 208.77 243.29 201.20 219.63 29 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of International Bancshares Corporation: Opinion on the Financial Statements We have audited the accompanying consolidated statements of condition of International Bancshares Corporation and its subsidiaries (the Company) as of December 31, 2017 and 2016, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated February 28, 2018 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. We have served as the Company's auditor since 2007. Dallas, Texas February 28, 2018 30 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Consolidated Statements of Condition December 31, 2017 and 2016 (Dollars in Thousands, Except Per Share Amounts) December 31, 2017 December 31, 2016 265,357 $ 269,198 2,400 2,400 Assets Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Investment securities: Held to maturity (Market value of $2,400 on December 31, 2017 and $2,400 on December 31, 2016) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Available for sale (Amortized cost of $4,196,263 on December 31, 2017 and $4,218,841 on December 31, 2016) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less allowance for probable loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bank premises and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Identified intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,177,349 4,179,749 5,964,688 (64,661) 5,900,027 527,583 32,172 517,162 25 282,532 95,593 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,184,698 $ 11,804,041 4,152,070 4,154,470 6,348,172 (67,687) 6,280,485 514,454 34,456 571,415 — 282,532 81,529 See accompanying notes to consolidated financial statements. 31 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Consolidated Statements of Condition Continued December 31, 2017 and 2016 (Dollars in Thousands, Except Per Share Amounts) December 31, 2017 December 31, 2016 Liabilities and Shareholders’ Equity Liabilities: Deposits: Demand—non-interest bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,243,255 $ 3,158,051 Savings and interest bearing demand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,203,728 2,248,310 Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,610,089 Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 504,985 Securities sold under repurchase agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 733,375 Other borrowed funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160,416 Junior subordinated deferrable interest debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,509 10,079,374 Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,245,131 2,056,506 8,544,892 353,805 1,195,225 160,416 91,380 10,345,718 Shareholders’ equity: Common shares of $1.00 par value. Authorized 275,000,000 shares; issued 96,019,028 shares on December 31, 2017 and 95,910,143 shares on December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive loss (including $0 on December 31, 2017 and $(3,287) on December 31, 2016 of comprehensive loss related to other-than- temporary impairment for non-credit related issues) . . . . . . . . . . . . . . . . . . . . . . . . . 96,019 171,816 1,891,805 95,910 169,567 1,777,963 (28,397) 2,131,243 (26,697) 2,016,743 Less cost of shares in treasury, 29,939,545 shares on December 31, 2017 and (292,076) 29,934,675 on December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,724,667 Total liabilities and shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,184,698 $ 11,804,041 (292,263) 1,838,980 See accompanying notes to consolidated financial statements. 32 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Consolidated Statements of Income Years ended December 31, 2017, 2016 and 2015 (Dollars in Thousands, Except Per Share Amounts) Interest income: Loans, including fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities: Taxable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax-exempt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 2016 2015 $ 322,508 $ 297,820 $ 297,283 82,347 9,656 625 415,136 79,533 10,356 205 387,914 88,008 11,319 144 396,754 Interest expense: Savings deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities sold under repurchase agreements . . . . . . . . . . . . . . . . . . . . . . . . Other borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Junior subordinated deferrable interest debentures . . . . . . . . . . . . . . . . . . . 6,208 9,736 6,617 10,978 5,392 4,562 9,963 20,876 3,128 4,600 3,593 11,233 23,777 1,615 4,099 Total interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,931 43,129 44,317 Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 376,205 344,785 352,437 Provision for probable loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,221 19,859 24,405 Net interest income after provision for probable loan losses . . . . . . . . . . 364,984 324,926 328,032 Non-interest income: Service charges on deposit accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72,868 73,581 78,825 Other service charges, commissions and fees Banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities transactions, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other investments, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,964 7,345 (4,774) 18,918 11,085 46,267 7,006 (2,626) 23,827 13,647 44,971 7,223 (3,682) 16,969 11,428 Total non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,406 161,702 155,734 See accompanying notes to consolidated financial statements. 33 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Consolidated Statements of Income, continued Years ended December 31, 2017, 2016 and 2015 (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 agreements . Software and software maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment charges (Total other-than-temporary impairment charges, $0 net of $0, $793 net of $1,147, and $371 net of $1,325 included in other comprehensive loss) . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 2016 2015 132,750 $ 28,439 25,281 13,650 3,294 965 25 7,854 5,765 19,189 128,661 $ 26,583 24,738 13,672 5,777 5,688 128 7,814 7,042 15,087 125,135 28,019 25,009 12,278 5,938 5,695 644 7,585 3,510 11,225 — 56,536 354 54,081 954 50,932 Total non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 293,748 289,625 276,924 Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 221,642 197,003 206,842 Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64,206 63,071 70,116 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 157,436 $ 133,932 $ 136,726 Basic earnings per common share: Weighted average number of shares outstanding . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 66,046,155 65,967,989 2.38 $ 2.03 $ 66,411,193 2.06 Fully diluted earnings per common share: Weighted average number of shares outstanding . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 66,778,436 66,313,490 2.36 $ 2.02 $ 66,636,353 2.05 See accompanying notes to consolidated financial statements. 34 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Consolidated Statements of Comprehensive Income Years ended December 31, 2017, 2016, and 2015 (Dollars in Thousands) 2017 2016 2015 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 157,436 $ 133,932 $ 136,726 Other comprehensive income, net of tax: Net unrealized holding losses on securities available for sale arising during period (net of tax effects of $(2,586), $(16,585), and $(6,593)) . . . . Reclassification adjustment for losses on securities available for sale included in net income (net of tax effects of $1,671, $919, and $1,289) . . . Reclassification adjustment for impairment charges on available for sale securities included in net income (net of tax effects of $0, $124, and $334) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,803) (30,801) (12,243) 3,103 1,707 2,393 — (1,700) 230 (28,864) 620 (9,230) Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 155,736 $ 105,068 $ 127,496 See accompanying notes to consolidated financial statements. 35 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Consolidated Statements of Shareholders’ Equity Years ended December 31, 2017, 2016 and 2015 (in Thousands, except per share amounts) Balance at December 31, 2014 . . . $ Net Income . . . . . . . . . . . . . . Dividends: Cash ($.58 per share) . . . . . Purchase of treasury (261,079 shares) . . . . . . . . . . . . . . . . . Exercise of stock options . . . . . . . Stock compensation expense recognized in earnings . . . . . . . . . Other comprehensive (loss), net of tax: Net change in unrealized gains and losses on available for sale securities, net of reclassification adjustment . Balance at December 31, 2015 . . . Net Income . . . . . . . . . . . . . . Dividends: Cash ($.60 per share) . . . . . Purchase of treasury (349,029 shares) . . . . . . . . . . . . . . . . . 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 . Balance at December 31, 2016 . . . Net Income . . . . . . . . . . . . . . Dividends: Cash ($.66 per share) . . . . . Purchase of treasury (4,870 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 adjustments . Balance at December 31, 2017 . . . Preferred Stock Number of Shares 95,784 — Common Stock 95,784 165,520 1,585,389 — Retained Earnings Surplus 136,726 — Other Comprehensive Treasury Income (Loss) Stock Total — — — — — — — (38,515) — — 82 — — — 82 — 1,288 — 1,172 — — — 11,397 (277,432) $ 1,580,658 136,726 — — — — — — — (38,515) (6,678) — (6,678) 1,370 — 1,172 — (9,230) 2,167 (284,110) — — (9,230) 1,665,503 133,932 — — — — 95,866 — — — 95,866 167,980 1,683,600 — 133,932 — — — — — — — — — (39,569) — — (39,569) — 44 — 44 — 505 — — 1,082 — — — — — (7,966) — (7,966) 549 — — 1,082 — — — — 95,910 $ — — — 95,910 $ 169,567 $ 1,777,963 $ — 157,436 — — (28,864) (28,864) (26,697) $ (292,076) $ 1,724,667 157,436 — — — — — — — — — — (43,594) — — (43,594) — 109 — 109 — 1,346 — — 903 — — — — — (187) — (187) 1,455 — — 903 — — — 96,019 $ — — 96,019 $ 171,816 $ 1,891,805 $ — (1,700) (1,700) (28,397) $ (292,263) $ 1,838,980 — See accompanying notes to consolidated financial statements. 36 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows Years ended December 31, 2017, 2016 and 2015 (Dollars in Thousands) Operating activities: 2017 2016 2015 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 157,436 $ 133,932 $ 136,726 Adjustments to reconcile net income to net cash provided by operating activities: Provision for probable loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Specific reserve, other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation of bank premises and equipment . . . . . . . . . . . . . . . . . . . . (Gain) loss 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 . . . . . . . . . . . . . . . . Amortization of identified intangible assets . . . . . . . . . . . . . . . . . . . . . . Stock based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Earnings from affiliates and other investments . . . . . . . . . . . . . . . . . . . . Deferred tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase in accrued interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . (Increase) decrease in other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net increase (decrease)in other liabilities . . . . . . . . . . . . . . . . . . . . . . . . 11,221 710 25,281 (38) (703) (393) 24,040 4,774 — 25 903 (13,198) 4,570 (2,284) (16,117) 592 19,859 2,351 24,738 (450) 86 (539) 26,873 2,626 354 128 1,082 (14,315) 7,306 (600) 7,494 (7,705) 24,405 1,023 25,009 14 (57) (1,704) 28,000 3,682 954 644 1,172 (12,176) (332) (111) 2,967 (6,567) Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . 196,819 203,220 203,649 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 in loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchases of other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Distributions 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 . . . . . . . . . . . . . . . . . . . . — 396,066 (1,182,006) 780,097 (394,267) (26,193) 20,344 (14,315) 2,201 14,266 1,200 352,743 (1,325,657) 919,594 (38,523) (49,013) 23,276 (38,856) 3,701 13,772 1,075 164,163 (352,513) 854,736 (297,689) (16,355) 18,293 (19,831) 4,515 16,831 Net cash (used in) provided by investing activities . . . . . . . . . . . . . . . (403,807) (137,763) 373,225 See accompanying notes to consolidated financial statements. 37 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (Continued) Years ended December 31, 2017, 2016 and 2015 (Dollars in Thousands) Financing activities: 2017 2016 2015 Net increase in non-interest bearing demand deposits . . . . . . . . . . . . . . . . . . Net increase (decrease) in savings and interest bearing demand deposits . . Net decrease in time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net decrease in securities sold under repurchase agreements . . . . . . . . . . . . Net increase (decrease) in other borrowed funds . . . . . . . . . . . . . . . . . . . . . Redemption of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from stock transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payments of cash dividends - common . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 85,204 $ 41,403 (191,804) (151,180) 461,850 — (187) 1,455 (43,594) 8,433 $ 219,365 (5,458) (116,279) (30,578) (568,194) (14,000) (6,678) 1,370 (38,515) 183,506 (118,103) (322,787) 227,625 (1,000) (7,966) 549 (39,569) Net cash provided by (used in) financing activities . . . . . . . . . . . . . . . . . . 203,147 (69,312) (558,967) (Decrease ) increase in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . (3,841) (3,855) 17,907 Cash and cash equivalents at beginning of period . . . . . . . . . . . . . . . . . . . . . . . 269,198 273,053 255,146 Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 265,357 $ 269,198 $ 273,053 Supplemental cash flow information: Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 38,995 $ 66,983 44,069 $ 49,925 44,560 65,234 Non-cash investing and financing activities: Net transfers from loans to other real estate owned . . . . . . . . . . . . . . . . . . . . 2,588 2,563 3,775 See accompanying notes to consolidated financial statements. 38 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 U.S. generally accepted accounting principles (“GAAP”) 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”), International Bank of Commerce, Oklahoma City, 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 (which was terminated in September 2016), IBC Trading Company, Premier Tierra Holdings, Inc., IBC Charitable and Community Development Corporation, 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 the Oklahoma 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 one insurance-related subsidiary, IBC Insurance Agency, Inc., a wholly owned subsidiary of IBC, the bank subsidiary. The insurance-related subsidiary does not conduct underwriting activities. 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. 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 39 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) 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 (loss) until realized. The Company did not maintain any trading securities during the three year period ended December 31, 2017. Mortgage-backed securities held at December 31, 2017 and 2016 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 (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, and (iii) the intent 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 (i) it intends to sell the security or (ii) 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 of the security. If the Company determines that it (i) does not intend to sell the security and (ii) 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 (i) the amount of impairment related to credit loss and (ii) 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. 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 GAAP allowances based on their judgments of information available to them at the time of their examination. 40 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (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, 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 accreted or 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. Troubled Debt Restructured Loans Troubled debt restructured loans (“TDR”) are those loans where, for reasons related to a borrower’s difficulty to repay a loan, the company grants a concession to the borrower that the company would not normally consider in the normal course of business. The original terms of the loan are modified or restructured. The terms that may be modified include a reduction in the original stated interest rate, an extension of the original maturity of the loan, a renewal of the loan at an interest rate below current market rates, a reduction in the principal amount of debt outstanding, a reduction in accrued interest or deferral of interest payments. A loan classified as a TDR is classified as an impaired loan and included in the impaired loan totals. A TDR loan may be returned to accrual status when the loan is brought current, has performed in accordance with the restructured terms for a reasonable period of time, is at the current market rate, and the ultimate collectability of the outstanding principal and interest is no longer questionable, however, although those loans may be placed back on accrual status, they will continue to be classified as impaired. Consistent with regulatory guidance, a TDR loan that is subsequently modified, but has shown sustained performance and classification as a TDR, will be removed from TDR status provided that the modified terms were market-based at the time of modification. 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 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 41 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) 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 through a valuation allowance. Other real estate owned totaled approximately $30,519,000 and $42,204,000 at December 31, 2017 and 2016, 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 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, 2017 and 2016, 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, 2017, 2016 and 2015, the Company recognized no interest expense or penalties related to uncertain tax positions. 42 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) 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 2014. 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, 2017, 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 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, 2017, 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. 43 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) 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 five active operating subsidiaries, namely, the bank subsidiaries, otherwise known as International Bank of Commerce, Laredo, International Bank of Commerce, Oklahoma City, Commerce Bank, International Bank of Commerce, Zapata and International Bank of Commerce, Brownsville. The Company applies the provisions of ASC Topic 280, “Segment Reporting,” in determining its reportable segments and related disclosures. 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 May 2014, the FASB issued Accounting Standards Update No. 2014-09 to ASC 606, “Revenue from Contracts with Customers.” The update sets a common standard that defines revenue and the principles for recognizing revenue. The update outlines when an entity should recognize revenue, among other matters. At its core, the update states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The update also 44 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) outlines the steps that entities should take to determine and record the current revenue number including: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract(s), (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract(s), and (v) recognize revenue when (or as) the entity satisfies the identified performance obligations in the contract(s). The update was originally effective for annual periods beginning after December 31, 2016 and the interim periods within that reporting period. In August 2015, the FASB issued Accounting Standards Update No. 2015-14 which deferred the effective date of ASU 2014-09 by one year to annual and interim periods beginning after December 15, 2017. The Company’s revenue is primarily comprised of net interest income on financial assets and financial liabilities, which is explicitly excluded from the scope of the update. The Company has evaluated the impact of the update to certain other non-interest revenue streams, including, service charges, insurance agency commissions and sales of other real estate, among others and has determined that the adoption of the update will not have a significant impact on the Company’s consolidated financial statements. In January 2016, the FASB issued Accounting Standards Update No. 2016-01 to ASC 825-10, “Financial Instruments – Overall.” The update amends existing standards regarding certain aspects of recognition and measurement of financial assets and financial liabilities. The amendments in the update establish the following guidance: (i) requires equity investments, except those accounted for under the equity method of accounting or those that result in consolidation of the investee, to be measured at fair value with changes in fair value recognized in net income, (ii) simplifies the impairment assessment of equity securities without readily determinable fair values by requiring a qualitative assessment, (iii) eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities, (iv) eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (v) requires public business entities to use the exit price notion when measuring fair value for disclosure purposes, (vi) requires an entity to present separately, in other comprehensive income, the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option, (vii) requires separate presentation of financial assets and liabilities by measurement category and form of financial assets on the balance sheet or in the accompanying notes to the financial statements, and (viii) clarifies that an entity should evaluate the need to a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. The update is effective for interim and annual periods beginning after December 15, 2017. The adoption of the update is will not have a significant impact to the Company’s consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update No. 2016-02 to ASC 820, “Leases.” The update amends existing standards for accounting for leases by lessees, with accounting for leases by lessors remaining mainly unchanged from current guidance. The update requires that lessees recognize a lease liability and a right of use asset for all leases (with the exception of short-term leases) at the commencement date of the lease and disclose key information about leasing arrangements. The update is to be applied on a modified retrospective basis for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements. The update is effective for interim and annual periods beginning after December 15, 2018. In January 2018, the FASB issued a proposal that provides an additional transition method that would allow entities to not apply the guidance in the update in the comparative periods presented in the consolidated financial statements, but instead recognize a cumulative- effect adjustment to the opening balance of retained earnings in the period of adoption. The Company is evaluating the potential impact to the Company’s consolidated financial statements. In March 2016, the FASB issued Accounting Standards Update No. 2016-09 to ASC 718, “Compensation – Stock Compensation.” The update amends existing standards for accounting for share-based payment transactions, including the income tax effects, the classification of awards on the balance sheet and the classification on the statement of cash flows. The update is effective for annual and interim periods after December 15, 2016. The adoption of the update did not have a significant impact to the Company’s consolidated financial statements. 45 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) In June 2016, the FASB issued Accounting Standards Update No. 2016-13 to ASC 326, “Financial Instruments – Credit Losses.” The update amends existing standards for accounting for credit losses for financial assets. The update requires that the expected credit losses on the financial instruments held as of the end of the period being reported be measured based on historical experience, current conditions, and reasonable and supportable forecasts. The update also expands the required disclosures related to significant estimates and judgements used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s financial assets. The update also amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration and effective for interim and annual periods beginning after December 15, 2019. The change in accounting method represents a significant difference to current accounting practice over the accounting for credit losses on financial assets. The Company has formed a task force including key members of the teams that work with the current calculation of the allowance for probable loan losses and members representing the corporate accounting and risk management areas. The task force will be working with a plan to develop and implement the changes to current practice with support from third- party vendors. The Company cannot estimate at this time the impact of ASC 326. In January 2017, the FASB issued Accounting Standards Update No. 2017-04 to ASC 350, “Intangibles – Goodwill and Other.” The update amends existing guidance in evaluating goodwill for impairment. The update requires that an entity perform its annual or interim goodwill test by comparing the fair value of a reporting unit with its carrying amount, with any impairment charges being recognized as the difference between the fair value and carrying value. The update is intended to standardize the impairment test for all business entities and also reduce the complexity and cost of evaluating goodwill for impairment. The update is effective for any annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The adoption of the update is not expected to have a significant impact to the Company’s consolidated financial statements. In March 2017, the FASB issued Accounting Standards Update No. 2017-08 to ASC 310, “Receivables – Nonrefundable Fees and Other Costs.” The update amends existing guidance on the amortization period for certain callable debt securities held at a premium. The update shortens the amortization period of the premium to the earliest call date. The update is effective for fiscal years beginning after December 15, 2018. The update is to be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The adoption of the update is not expected to have a significant impact to the Company’s consolidated financial statements. In February 2018, the FASB issued Accounting Standards Update No. 2018-02 to ASC 220, “Income Statement – Reporting Comprehensive Income.” The update amends current guidance surrounding the reclassification of certain tax effects from accumulated other comprehensive income. The update is being issued as a result of the 2017 Tax Cuts and Jobs Act and the related impact to comprehensive income as a result of the application of current guidance with respect to changes in tax rates. Under current guidance, entities must re-evaluate the carrying value of deferred tax assets and liabilities and adjust them for the tax effect of the rate change and record that change through earnings. The result is that the tax effects for items that normally would only be recognized in comprehensive income will be recognized through earnings and results in stranded tax effects in accumulated other comprehensive income (loss) for the impact of the rate change. The update will allow a reclassification from accumulated other comprehensive income (loss) to retained earnings for the stranded tax effects resulting from the 2017 Tax Cuts and Jobs Act. The update is effective for all entities for fiscal years beginning after December 31, 2018. The adoption of the update is not expected to have a significant impact to the Company’s consolidated financial statements 46 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, 2017 are as follows: Held to Maturity Gross Gross Amortized unrealized unrealized cost gains losses Estimated fair value Carrying value (Dollars in Thousands) Other securities . . . . . . . . . . . . . . . . . . . . . . . . . $ Total investment securities . . . . . . . . . . . . . . . . $ 2,400 $ 2,400 $ — $ — $ — $ — $ 2,400 $ 2,400 $ 2,400 2,400 Available for Sale Gross Gross Amortized unrealized unrealized cost gains losses Estimated fair value Carrying value(1) (Dollars in Thousands) Residential mortgage-backed securities . . . . . $ 3,943,092 $ 14,110 $ (65,969) $ 3,891,233 $ 3,891,233 Obligations of states and political 232,951 subdivisions . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity securities . . . . . . . . . . . . . . . . . . . . . . . 27,886 Total investment securities . . . . . . . . . . . . . . . $ 4,196,263 $ 22,274 $ (66,467) $ 4,152,070 $ 4,152,070 232,951 27,886 225,096 28,075 7,871 293 (16) (482) (1) Included in the carrying value of residential mortgage- backed securities are $654,063 of mortgage-backed securities issued by Ginnie Mae and $3,237,170 of mortgage-backed securities issued by Fannie Mae and Freddie Mac The amortized cost and estimated fair value of investment securities at December 31, 2017 , 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 (Dollars in Thousands) — Due in one year or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,275 $ 2,275 $ Due after one year through five years . . . . . . . . . . . . . . . . . . . . . . . — 1,967 Due after five years through ten years . . . . . . . . . . . . . . . . . . . . . . . Due after ten years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 230,984 Residential mortgage-backed securities . . . . . . . . . . . . . . . . . . . . . . 3,891,233 Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,886 Total investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,400 $ 2,400 $ 4,196,263 $ 4,152,070 — $ — 1,939 223,157 3,943,092 28,075 125 — — — — 125 — — — — 47 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) The amortized cost and estimated fair value by type of investment security at December 31, 2016 are as follows: Held to Maturity Gross Gross Amortized unrealized unrealized cost gains losses Estimated fair value Carrying value (Dollars in Thousands) Other securities . . . . . . . . . . . . . . . . . . . . . . . . . $ Total investment securities . . . . . . . . . . . . . . . . $ 2,400 $ 2,400 $ — $ — $ — $ — $ 2,400 $ 2,400 $ 2,400 2,400 Available for Sale Gross Gross Amortized unrealized unrealized cost gains losses Estimated fair value Carrying value(1) (Dollars in Thousands) Residential mortgage-backed securities . . . . . $ 3,946,144 $ 18,246 $ (69,920) $ 3,894,470 $ 3,894,470 Obligations of states and political 254,972 subdivisions . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity securities . . . . . . . . . . . . . . . . . . . . . . . 27,907 Total investment securities . . . . . . . . . . . . . . . $ 4,218,841 $ 29,343 $ (70,835) $ 4,177,349 $ 4,177,349 254,972 27,907 244,622 28,075 10,783 314 (433) (482) (1) Included in the carrying value of residential mortgage- backed securities are $850,033 of mortgage-backed securities issued by Ginnie Mae, $3,026,832 of mortgage-backed securities issued by Fannie Mae and Freddie Mac and $17,605 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 $1,428,387,000 and $1,403,084,000, respectively, at December 31, 2017. Proceeds from the sale and call of securities available-for-sale were $396,066,000, $352,743,000 and $164,163,000 during 2017, 2016 and 2015, respectively, which amounts included $377,756,000, $338,138,000 and $128,444,000 of mortgage-backed securities. Gross gains of $1,186,000, $586,000 and $2,450,000, and gross losses of $5,960,000, $3,212,000 and $6,132,000 were realized on the sales in 2017, 2016 and 2015, respectively. 48 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (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, 2017 were as follows: Less than 12 months 12 months or more Total Available for sale: Fair Value Unrealized Losses Fair Value Unrealized Losses (Dollars in Thousands) Fair Value Unrealized Losses Residential mortgage-backed securities . . . . . . . . . . . . . $ 1,061,577 $ (13,157) $ 2,029,455 $ (52,812) $ 3,091,032 $ (65,969) (16) Obligations of states and political subdivisions . . . . . . . . (482) Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,078,610 $ (13,417) $ 2,037,996 $ (53,050) $ 3,116,606 $ (66,467) 5,534 11,499 6,056 19,518 522 8,019 (7) (231) (9) (251) 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, 2016 were as follows: Less than 12 months 12 months or more Total Available for sale: Fair Value Unrealized Losses Fair Value Unrealized Losses (Dollars in Thousands) Fair Value Unrealized Losses Residential mortgage-backed securities . . . . . . . . . . . . . $ 2,513,872 $ (52,245) $ 396,695 $ (17,675) $ 2,910,567 $ (69,920) (433) Obligations of states and political subdivisions . . . . . . . . (482) Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,559,042 $ (52,862) $ 402,147 $ (17,973) $ 2,961,189 $ (70,835) 31,104 14,066 31,104 19,518 — 5,452 (433) (184) — (298) 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 more likely than 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-backed securities issued by Freddie Mac, Fannie Mae and Ginnie Mae are not considered other-than-temporarily impaired. In addition, the Company had a small investment in non-agency residential mortgage-backed securities that had additional market volatility beyond economically induced interest rate events, which were sold in the first quarter of 2017. The Company concluded that the investments in non-agency residential mortgage- backed securities were other-than-temporarily impaired due to both credit and other than credit issues. No impairment charges were recorded in 2017. Impairment charges of $354,000 ($230,100, after tax) and $954,000 ($620,1000, after tax) were recorded in 2016 and 2015, respectively on the non-agency residential mortgage backed securities. The impairment charges represent the credit related impairment on the securities. 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 likely than not be 49 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) 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 table presents a reconciliation of credit-related impairment charges on available-for-sale investments recognized in earnings for the twelve months ended December 31, 2017 (in Thousands): Balance at December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,931 (13,931) — Sale of other-than-temporarily impaired available-for-sale securities during period . . . . . . . . . . . . . . . . . . Balance at December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ The following table presents a reconciliation of credit-related impairment charges on available-for-sale investments recognized in earnings for the twelve months ended December 31, 2016 (in Thousands): Balance at December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,577 354 Balance at December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,931 Impairment charges recognized during period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The following table presents a reconciliation of credit-related impairment charges on available-for-sale investments recognized in earnings for the twelve months ended December 31, 2015 (in Thousands): Balance at December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,623 954 Balance at December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,577 Impairment charges recognized during period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) Loans A summary of loans, by loan type at December 31, 2017 and 2016 is as follows: December 31, December 31, 2017 2016 (Dollars in Thousands) Commercial, financial and agricultural . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Real estate - mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate - construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,322,668 $ 1,133,525 1,683,550 49,543 158,886 6,348,172 $ 2,993,203 1,032,222 1,716,875 55,168 167,220 5,964,688 (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 50 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (iii) allowances based on general economic conditions, changes in the mix of loans, company resources, border risk and credit quality indicators, among other things. 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 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. World and U.S. economic conditions have continued to improve; however, there remains some uncertainty created by continued issues with negative demographic trends, weak labor participation rates, enormous government debt, excessive regulations, and unfunded entitlement programs that could create a financial crisis. The impact to the world and U.S. economy from these issues is being magnified by a lack of appropriate government action to find solutions to the problems. In the Company’s market area, the challenges are further magnified by the uncertainty around the renegotiation of the North American Free Trade Agreement (“NAFTA”), and whether such negotiations will advance NAFTA or repeal it. Economic 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 in which the bank subsidiaries invest. Commercial and industrial loans are mostly secured by the collateral pledged by the borrower that is 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 51 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) 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. A summary of the changes in the allowance for probable loan losses by loan class is as follows: December 31, 2017 Domestic Foreign Commercial real estate: other Commercial construction & real estate: Commercial Commercial land farmland & development commercial multifamily real estate: Residential: Residential: first lien junior lien Consumer Foreign Balance at December 31, . . . . . . . . $ Losses charge to allowance . . . . Recoveries credited to allowance . . . . . . . . . . . . . . . . Net losses charged to allowance . Provision (credit) charged to operations . . . . . . . . . . . . . . . . . . Balance at December 31, . . . . . . . . $ 25,649 $ (12,094) 13,889 $ (213) 16,731 $ (40) 806 $ — 2,455 $ (101) 3,716 $ (340) (Dollars in Thousands) 4,020 (8,074) 21 (192) 527 487 — — 11 (90) 258 (82) 531 $ 884 $ (309) 45 (264) (1) 21 20 Total 64,661 (13,098) 4,903 (8,195) 10,330 27,905 $ (2,022) 11,675 $ (555) 16,663 $ 303 1,109 $ 585 2,950 $ 2,469 6,103 $ 173 440 $ (62) 842 $ 11,221 67,687 December 31, 2016 Domestic Foreign Commercial real estate: other Commercial construction & real estate: Commercial Commercial development commercial multifamily junior lien Consumer Foreign Total land farmland & real estate: Residential: Residential: first lien Balance at December 31, . . . . . . . . $ Losses charge to allowance . . . . Recoveries credited to allowance . . . . . . . . . . . . . . . . Net losses charged to allowance . Provision (credit) charged to operations . . . . . . . . . . . . . . . . . . Balance at December 31, . . . . . . . . $ (Dollars in Thousands) 21,431 $ (32,959) 13,920 $ (16) 19,769 $ (1,890) 1,248 $ (180) 7,110 (25,849) 6,099 6,083 119 (1,771) — (180) 3,509 $ (70) 21 (49) 5,321 $ (331) 638 $ 1,152 $ 66,988 (35,901) (41) (414) 278 (53) 69 (345) 19 (22) 13,715 (22,186) 30,067 25,649 $ (6,114) 13,889 $ (1,267) 16,731 $ (262) 806 $ (1,005) 2,455 $ (1,552) 3,716 $ 238 531 $ (246) 19,859 884 $ 64,661 Balance at December 31, . . . . . . . . $ Losses charge to allowance . . . . Recoveries credited to allowance . . . . . . . . . . . . . . . . Net losses charged to allowance . Provision (credit) charged to operations . . . . . . . . . . . . . . . . . . Balance at December 31, . . . . . . . . $ December 31, 2015 Domestic Foreign Commercial real estate: other Commercial construction & real estate: Commercial Commercial development land farmland & real estate: Residential: Residential: commercial multifamily junior lien first lien Consumer Foreign 22,352 $ (24,802) 12,955 $ (695) 18,683 $ (492) 846 $ — 3,589 $ (157) 4,683 $ (275) (Dollars in Thousands) 3,135 (21,667) 141 (554) 963 471 — — 30 (127) 431 156 660 $ 1,060 $ (704) 170 (534) — 10 10 Total 64,828 (27,125) 4,880 (22,245) 20,746 21,431 $ 1,519 13,920 $ 615 19,769 $ 402 1,248 $ 47 3,509 $ 482 5,321 $ 512 638 $ 1,152 $ 82 24,405 66,988 52 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) 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 decrease in the provision for probable loan losses charged to expense for the year ended December 31, 2017 can be attributed to a decrease in the historical loss experience in the commercial category of the calculation. As discussed in prior periods, charge-offs increased from historical levels due to the deterioration of one relationship that is secured by multiple pieces of transportation equipment beginning in the fourth quarter of 2014. The Company uses a three year historical charge-off experience in the calculation, therefore, as those charge-offs are eliminated from the calculation, the allowance for probable loan losses is impacted. On August 26, 2017, Hurricane Harvey made landfall in Rockport, Texas, as a category four storm and followed the Gulf Coast of Texas north to the Houston metro area and finally the State of Louisiana. The Texas Gulf Coast is an area where the Company serves many consumer and commercial customers. The Company has reviewed the exposure to losses of property arising from the impact of Hurricane Harvey and has determined that the impact is not significant to warrant a specific reserve; however, it is still evaluating the impact, therefore the Company’s allowance for probable loan losses at December 31, 2017 includes factors in the qualitative ratios used in the calculation to incorporate the potential impact of losses arising from the impact of Hurricane Harvey on certain portions of the loan portfolio. The increase in losses charged to the allowance for probable loan losses for the year ended December 31, 2016 can be attributed to further deterioration in the previously identified and charged down relationship primarily secured by multiple pieces of transportation equipment. In March 2016, litigation against the management of the borrower was filed in the State of Nevada, resulting in a going concern issue with the borrower’s operations and the future use of the transportation equipment pledged as collateral on the relationship. As a result, management, in accordance with its credit review procedures, re-evaluated the collateral values on the equipment in light of the new circumstances and reduced the collateral values accordingly, resulting in a further charge-down of the relationship of approximately $19.4 million, which is included in the losses charged to the allowance in the commercial category in the table detailing the year ended December 31, 2016 activity. The impact of the charge-down is also reflected in the various tables in this Note including impaired loans, non-accrual loans and the credit quality indicator summary. Two large recoveries on loans charged off in prior years are included in the recoveries credited to the allowance in the table detailing activity for the year ended December 31, 2016. The recoveries occurred in the first and third quarters of 2016 in the amounts of $4.4 million and $6 million, respectively and are included in the Commercial and Commercial Real Estate: Other Construction and Land Development categories. The increase in charge-offs for the years ended December 31, 2015 in the Commercial category can be attributed to a charge down of the previously discussed relationship that is primarily secured by multiple pieces of transportation equipment. The relationship was charged down by $13.5 million for the year ended December 31, 2015. 53 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (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: December 31, 2017 Loans Individually Evaluated For Impairment Loans Collectively Evaluated For Impairment Recorded Investment Allowance Recorded Investment Allowance (Dollars in Thousands) Domestic Commercial. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 17,947 $ Commercial real estate: other construction & land development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial real estate: farmland & commercial . . . . . . . . . . Commercial real estate: multifamily . . . . . . . . . . . . . . . . . . . . . Residential: first lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Residential: junior lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,455 33,123 476 6,852 723 1,281 347 300 $ 1,068,520 $ 27,605 116 18 — — — — — 1,681,095 2,010,162 192,440 425,925 700,025 48,262 158,539 11,559 16,645 1,109 2,950 6,103 440 842 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 63,204 $ 434 $ 6,284,968 $ 67,253 December 31, 2016 Loans Individually Evaluated For Impairment Loans Collectively Evaluated For Impairment Recorded Investment Allowance Recorded Investment Allowance (Dollars in Thousands) Domestic Commercial. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 22,412 $ Commercial real estate: other construction & land development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial real estate: farmland & commercial . . . . . . . . . . Commercial real estate: multifamily . . . . . . . . . . . . . . . . . . . . . Residential: first lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Residential: junior lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,776 10,810 552 6,836 978 1,295 746 — $ 887,255 $ 25,649 371 546 — 44 — — — 1,712,099 1,932,260 139,914 415,068 609,340 53,873 166,474 13,518 16,185 806 2,411 3,716 531 884 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 48,405 $ 961 $ 5,916,283 $ 63,700 Loans accounted for on a non-accrual basis at December 31, 2017, 2016 and 2015 amounted to $54,730,000, $37,245,000 and $47,685,000, respectively. The effect of such non-accrual loans reduced interest income by approximately $977,000, $2,461,000 and $3,298,000 for the years ended December 31, 2017, 2016 and 2015, 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 due 90 days or more as to principal or interest payments at December 31, 2017, 2016 and 2015 amounted to approximately $7,257,000, $5,226,000 and $11,616,000, respectively. 54 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) The table below provides additional information on loans accounted for on a non-accrual basis by loan class: December 31, 2017 December 31, 2016 (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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total non-accrual loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 17,909 $ 2,455 33,123 476 712 11 44 — 54,730 $ 22,369 4,776 8,314 552 655 166 26 387 37,245 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 (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 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, 2017: December 31, 2017 Recorded Investment Unpaid Principal Balance Related Allowance (Dollars in Thousands) Average Recorded Investment Interest Recognized Loans with Related Allowance Domestic Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Commercial real estate: other construction & land development . . . . . . . . . . Commercial real estate: farmland & commercial . . . . . . . . . . . . . . . . . . . . . Total impaired loans with related allowance . . . . . . . . . . . . . . . . . . . . . . . $ 1,300 $ 145 449 1,894 $ 1,577 $ 169 590 2,336 $ 300 $ 116 18 434 $ 1,346 $ 150 489 1,985 $ — — — — Loans with No Related Allowance Domestic Recorded Investment December 31, 2017 Unpaid Principal Balance Average Recorded Investment (Dollars in Thousands) Interest Recognized Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 16,646 $ 44,095 $ 19,615 $ Commercial real estate: other construction & land development . . . . . . . . . . . . . . . . . . . . Commercial real estate: farmland & commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial real estate: multifamily . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Residential: first lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Residential: junior lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,310 32,675 476 6,852 723 1,281 347 2,455 33,275 505 6,968 736 1,283 347 3,493 38,536 511 7,249 970 1,293 750 Total impaired loans with no related allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 61,310 $ 89,664 $ 72,417 $ 55 3 — — — 324 45 3 16 391 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) The following tables detail key information regarding the Company’s impaired loans by loan class for the year ended December 31, 2016: December 31, 2016 Recorded Investment Unpaid Principal Balance Related Allowance Average Recorded Investment Interest Recognized (Dollars in Thousands) Loans with Related Allowance Domestic Commercial real estate: other construction & land development . . . . . . . . . . $ Commercial real estate: farmland & commercial . . . . . . . . . . . . . . . . . . . . . Commercial real estate: multifamily . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total impaired loans with related allowance . . . . . . . . . . . . . . . . . . . . . . . $ 1,958 $ 2,808 62 4,828 $ 1,971 $ 3,948 62 5,981 $ 371 546 44 961 $ 2,512 3,247 62 9,579 $ — — — — Loans with No Related Allowance Domestic Recorded Investment December 31, 2016 Unpaid Principal Balance Average Recorded Investment (Dollars in Thousands) Interest Recognized Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 21,412 $ 50,737 $ 19,354 $ Commercial real estate: other construction & land development . . . . . . . . . . . . . . . . . . . . Commercial real estate: farmland & commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial real estate: multifamily . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Residential: first lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Residential: junior lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,419 9,054 562 6,847 1,017 1,295 746 2,818 8,002 552 6,774 978 1,295 746 2,336 8,523 401 6,860 1,011 1,214 751 Total impaired loans with no related allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 42,577 $ 74,677 $ 40,450 $ 3 67 110 — 298 52 1 16 547 A portion of the impaired loans have adequate collateral and credit enhancements not requiring a related allowance for loan loss. 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. 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 collectible 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. 56 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) The following table details loans accounted for as “troubled debt restructuring,” segregated by loan class. Loans accounted for as troubled debt restructuring are included in impaired loans. December 31, 2017 December 31, 2016 (Dollars in Thousands) Domestic Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Commercial real estate: farmland & commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . Residential: first lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Residential: junior lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,910 $ — 6,140 712 1,237 347 10,710 3,086 6,181 812 1,269 360 Total troubled debt restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,346 $ 22,418 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, 2017 and December 31, 2016, 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: Domestic 30 - 59 Days 60 - 89 Days December 31, 2017 90 Days or 90 Days or greater & Greater Total Past still accruing Due (Dollars in Thousands) Current Portfolio Total Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,790 $ Commercial real estate: other construction & land development . . . . . . . . . . . . . . . . . . . . . . Commercial real estate: farmland & commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial real estate: multifamily . . . . . . . . . Residential: first lien . . . . . . . . . . . . . . . . . . . . Residential: junior lien . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,925 84 4,295 1,310 868 1,229 354 518 — 2,458 580 98 69 398 $ 18,308 $ 537 $ 22,496 $ 1,063,971 $ 1,086,467 308 820 6 1,482 1,682,068 1,683,550 31,133 476 4,095 1,110 160 667 954 — 3,861 1,099 133 667 2,043,285 192,916 432,777 700,748 49,543 158,886 7,257 $ 77,053 $ 6,271,119 $ 6,348,172 2,007,709 192,356 421,929 697,748 48,417 156,921 35,576 560 10,848 3,000 1,126 1,965 Total past due loans . . . . . . . . . . . . . . . . . . . $ 15,855 $ 4,429 $ 56,769 $ 57 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) Domestic 30 - 59 Days 60 - 89 Days December 31, 2016 90 Days or 90 Days or greater & Greater Total Past still accruing Due (Dollars in Thousands) Current Portfolio Total Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,081 $ Commercial real estate: other construction & land development . . . . . . . . . . . . . . . . . . . . . . Commercial real estate: farmland & commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial real estate: multifamily . . . . . . . . . Residential: first lien . . . . . . . . . . . . . . . . . . . . Residential: junior lien . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,454 44 5,615 762 910 931 1,502 3,054 — 1,350 178 95 425 829 $ 21,123 $ 392 $ 26,033 $ 883,634 $ 909,667 396 4,456 9 6,354 1,710,521 1,716,875 6,150 552 4,143 540 413 397 289 — 3,756 382 387 11 1,943,070 140,466 421,904 610,318 55,168 167,220 5,226 $ 61,400 $ 5,903,288 $ 5,964,688 1,930,412 139,870 410,796 608,838 53,750 165,467 12,658 596 11,108 1,480 1,418 1,753 Total past due loans . . . . . . . . . . . . . . . . . . . $ 17,299 $ 6,327 $ 37,774 $ The increase in the commercial real estate: farmland and commercial in the 90 days and greater category at December 31, 2017 compared to December 31, 2016 can be attributed to a relationship that is secured by a water park that is currently classified as Impaired. 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 in accordance with the provision of. 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. 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. 58 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) A summary of the loan portfolio by credit quality indicator by loan class is as follows: December 31, 2017 Domestic (Dollars in Thousands) Pass Special Review Watch List—Pass Substandard Watch List— Watch List— Impaired 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,616,604 1,863,763 192,440 425,811 699,875 48,262 158,539 1,288 5,134 — 40 150 — — 905,707 $ — $ 3,170 $ 672 41,820 — — — — — 159,643 $ 62,531 99,445 — 74 — — — 321,693 $ 17,947 2,455 33,123 476 6,852 723 1,281 347 63,204 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,911,001 $ 6,612 $ 45,662 $ Domestic (Dollars in Thousands) Pass Special Review Watch List—Pass Substandard Watch List— Watch List— Impaired December 31, 2016 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,648,633 1,792,542 139,914 413,638 609,190 53,873 166,474 1,986 7,983 — 814 150 — — 720,350 $ 90,746 $ 1,121 $ — 59,872 — — — — — 75,038 $ 61,480 71,863 — 616 — — — 208,997 $ 22,412 4,776 10,810 552 6,836 978 1,295 746 48,405 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,544,614 $ 101,679 $ 60,993 $ The decrease in Special review credits for December 31, 2017 compared to December 31, 2016 can be attributed to the reclassification of a relationship secured by barges used in the transportation of petroleum products from Special Review to Watch List - Substandard and by the reclassification of a relationship secured by equipment used in oil and gas production from Special Review to the Pass category. The decrease in the Watch List – Pass credits for December 31, 2017 compared to December 31, 2016 can be attributed to a relationship secured by real estate from Watch List – Pass to the Pass category. The increase in Watch List – Substandard credits at December 31, 2017 compared to December 31, 2016 can be primarily attributed to the relationship mentioned above, in addition to the reclassification of three additional relationships from Pass to Watch List – Substandard. One such relationship is in the oil and gas production business, one is in the water park business and is secured by a water park, and one is secured by construction equipment. Additionally, there was an increase in the outstanding balance on a relationship primarily secured by transportation equipment, which was already classified as Watch List-Substandard at December 31, 2016. 59 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, 2017 and 2016 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 . . . . . . . . . . . . . . . . . . . . . . . (6) Goodwill and Other Intangible Assets Estimated useful lives 2017 2016 (Dollars in Thousands) 5 1 - 40 years $ 550,094 $ 542,063 - 20 years 280,586 125,213 289,743 123,087 7 - 27 years — — (448,470) (420,279) $ 514,454 $ 527,583 The majority of the Company’s identified intangibles are in the form of amortizable core deposit premium. A small portion of the fully amortized identified intangibles represent 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 (Dollars in Thousands) Net December 31, 2017: Core deposit premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Identified intangible (contract rights) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total identified intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 58,675 $ 2,022 60,697 $ 58,675 $ 2,022 60,697 $ December 31, 2016: Core deposit premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Identified intangible (contract rights) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total identified intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 58,675 $ 2,022 60,697 $ 58,650 $ 2,022 60,672 $ — — — 25 — 25 Amortization expense of intangible assets for the years ended December 31, 2017, 2016 and 2015, was $25,000, $128,000 and $644,000, respectively. There were no changes in the carrying amount of goodwill for the years ended December 31, 2017 and 2016. 60 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (7) Deposits Deposits as of December 31, 2017 and 2016 and related interest expense for the years ended December 31, 2017, 2016 and 2015 were as follows: 2016 2017 (Dollars in Thousands) Deposits: Demand - non-interest bearing Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,609,932 $ 2,509,544 Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 648,507 Total demand non-interest bearing . . . . . . . . . . . . . . . . . . . . . . 3,158,051 Savings and interest bearing demand 633,323 3,243,255 Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total savings and interest bearing demand . . . . . . . . . . . . . . . Time, certificates of deposit $100,000 or more 2,615,143 629,988 3,245,131 2,589,675 614,053 3,203,728 Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 637,006 808,881 748,104 838,161 Less than $100,000 389,682 Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 272,363 Total time, certificates of deposit . . . . . . . . . . . . . . . . . . . . . . . 2,248,310 Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,544,892 $ 8,610,089 354,998 255,621 2,056,506 Interest expense: Savings and interest bearing demand Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total savings and interest bearing demand . . . . . . . . Time, certificates of deposit $100,000 or more 2017 2016 (Dollars in Thousands) 2015 5,453 $ 755 6,208 3,922 $ 640 4,562 3,026 567 3,593 Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,644 4,105 3,881 3,929 4,693 4,116 Less than $100,000 Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total time, certificates of deposit . . . . . . . . . . . . . . . . Total interest expense on deposits . . . . . . . . . . . . . . . . . . $ 1,680 1,447 1,312 744 706 675 11,233 9,963 9,736 15,944 $ 14,525 $ 14,826 61 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) Scheduled maturities of time deposits as of December 31, 2017 were as follows: Total (in Thousands) 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,859,507 139,276 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,572 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,303 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,760 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,056,506 Scheduled maturities of time deposits in amounts of $100,000 or more at December 31, 2017, 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total (in Thousands) 557,206 348,695 404,776 135,210 $ 1,445,887 Time deposits that meet or exceed the FDIC insurance limit of $250,000 at December 31, 2017 and December 31, 2016 were $894,000 and $1,005,000, in thousands, respectively. (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 securities and averaged $402,396,000 and $759,458,000 during 2017 and 2016, respectively, and the maximum amount outstanding at any month end during 2017 and 2016 was $514,616,000 and $819,155,000 respectively. 62 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) Further information related to repurchase agreements at December 31, 2017 and 2016 is set forth in the following table: Collateral Securities Repurchase Borrowing Book Value of Securities Sold Securities Sold Fair Value of Balance of Liability (Dollars in Thousands) Weighted Average Interest Rate December 31, 2017 term: Overnight agreements . . . . . . . . . . . . . . . . . . . . . . . $ 1 to 29 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 to 90 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Over 90 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 340,054 $ — 109,300 11,327 460,681 $ 334,506 $ 242,824 — — 100,000 107,238 11,168 10,981 452,912 $ 353,805 December 31, 2016 term: Overnight agreements . . . . . . . . . . . . . . . . . . . . . . . $ 1 to 29 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 to 90 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Over 90 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 295,282 $ 10,250 2,315 382,304 690,151 $ 292,286 $ 190,915 9,863 10,148 2,300 2,317 375,060 301,907 679,811 $ 504,985 0.25 % — 3.99 0.74 1.32 % 0.15 % 0.50 0.33 4.01 2.46 % 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. Further information regarding the Company’s other borrowed funds at December 31, 2017 and 2016 is set forth in the following table: Federal Home Loan Bank advances—short-term December 31, 2017 2016 (Dollars in Thousands) Balance at year end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Rate on balance outstanding at year end . . . . . . . . . . . . . . Average daily balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Average rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Maximum amount outstanding at any month end . . . . . . . $ 1,043,250 $ 1.44 % $ 1.23 % $ 945,225 839,858 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 . . . . . . . $ 250,000 51,644 $ 1.26 % $ 1.26 % $ 250,000 583,375 0.66 % 483,379 0.47 % 600,875 150,000 0.58 % 150,000 0.58 % 150,000 (1) Long-term advances outstanding at December 31, 2017 mature in the following increments: $100,000,000 in November 2027 and $150,000,000 in December 2027 and are callable by the FHLB on a quarterly basis. Long-Term advances outstanding at December 31, 2016 matured in January 2017. 63 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) (10) Junior Subordinated Deferrable Interest Debentures The Company has formed six statutory business trusts under the laws of the State of Delaware, for the purpose of issuing trust preferred securities. The 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, 2017 and December 31, 2016, the principal amount of debentures outstanding totaled $160,416,000. On July 29, 2015, the Company bought back a portion of the Capital Securities of IB Capital Trusts X and XI from the holder of the securities for a price that reflected an approximate 24.5% discount from the redemption prices of the securities. The Company thereby retired $13,000,000 of the total $34,021,000 of related Junior Subordinated Deferrable Interest Debentures related to IB Capital Trust X and $1,000,000 of the total $27,990,000 of related Junior Subordinated Deferrable Interest Debentures related to IB Capital Trust XI. On November 1, 2016, the Company bought back a portion of the Capital Securities of IB Capital Trust XI from the holder of the securities for a price that reflected an approximate 24% discount from the redemption price of the securities. The Company thereby retired $1,000,000 of the total $26,990,000 of related Junior Subordinated Deferrable Interest Debentures related to IB Capital Trust XI. The discounts recorded in connection with the repurchases of the outstanding Capital Securities are included in other income on the consolidated financial statements. 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, 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, 2017 and December 31, 2016, the total $160,416,000 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, 2017: Junior Subordinated Deferrable Interest Debentures Repricing Frequency Interest Rate Interest Rate Index(1) Maturity Date Optional Redemption Date(1) Trust VI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Trust VIII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trust IX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trust X . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trust XI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trust XII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Dollars in Thousands) 25,774 25,774 41,238 21,021 25,990 20,619 Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly 4.87 % LIBOR + 3.45 November 2032 October 2033 4.41 % LIBOR + 3.05 October 2036 2.96 % LIBOR + 1.62 February 2037 3.03 % LIBOR + 1.65 July 2037 2.96 % LIBOR + 1.62 September 2037 2.93 % LIBOR + 1.45 February 2008 October 2008 October 2011 February 2012 July 2012 September 2012 $ 160,416 (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 potential common shares 64 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) outstanding during the reporting period. The calculation of the basic EPS and the diluted EPS for the years ended December 31, 2017, 2016, and 2015 is set forth in the following table: Net Income (Numerator) Shares (Denominator) (Dollars in Thousands, Except Per Share Amounts) Per Share Amount December 31, 2017: Basic EPS Net income available to common shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . $ Potential dilutive common shares and warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted EPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ December 31, 2016: Basic EPS Net income available to common shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . $ Potential dilutive common shares and warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted EPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ December 31, 2015: Basic EPS Net income available to common shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . $ Potential dilutive common shares . . . . . . . . . Diluted EPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 157,436 66,046,155 $ 2.38 — 732,281 157,436 66,778,436 $ 2.36 133,932 65,967,989 $ 2.03 — 345,501 66,313,490 $ 133,932 136,726 66,411,193 $ — 136,726 225,160 66,636,353 $ 2.02 2.06 2.05 (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 $3,750,000 $3,650,000 and $3,525,000 were charged to income for the years ended December 31, 2017, 2016, and 2015, 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) A summary of assets attributable to international operations at December 31, 2017 and 2016 are as follows: Loans: 2017 2016 (Dollars in Thousands) Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 113,019 $ 124,079 43,141 Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 167,220 (884) Net loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 158,044 $ 166,336 603 Accrued interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Less allowance for probable loan losses . . . . . . . . . . . . . . . . . . . . . . 45,867 158,886 (842) 671 $ At December 31, 2017, the Company had $99,547,000 in outstanding standby and commercial letters of credit to facilitate trade activities. Revenues directly attributable to international operations were approximately $5,248,000, $5,495,000 and $6,113,000 for the years ended December 31, 2017, 2016 and 2015, 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: Current 2017 2016 2015 (Dollars in Thousands) U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 56,974 $ 52,403 $ 65,196 5,258 State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6) 70,448 Total current taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,362 — 55,765 2,662 — 59,636 Deferred (261) U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (71) State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (332) Total deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . Total income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 64,206 $ 63,071 $ 70,116 4,620 (50) 4,570 7,279 27 7,306 66 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) Total income tax expense differs from the amount computed by applying the U.S. Federal income tax rate of 35% for 2017, 2016 and 2015 to income before income taxes. The reasons for the differences for the years ended December 31 are as follows: Computed expected tax expense . . . . . . . . . . . . . . . . . . . $ 77,643 $ 69,253 $ 72,389 Change in taxes resulting from: 2017 2016 2015 (Dollars in Thousands) Tax-exempt interest income . . . . . . . . . . . . . . . . . . . . State tax, net of federal income taxes, tax credit and refunds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Resolution of IRS exam . . . . . . . . . . . . . . . . . . . . . . . . Other investment income . . . . . . . . . . . . . . . . . . . . . . . Deferred tax adjustment due to federal tax rate change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,701) (3,940) (3,910) 1,697 (4,985) (3,198) 3,287 — (3,694) 3,371 — (3,540) — 1,806 Actual tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 64,206 $ 63,071 $ 70,116 — (1,835) (3,168) 918 The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2017 and 2016 are reflected below: Deferred tax assets: Loans receivable, principally due to the allowance for probable loan losses. . . . . . . . . . . . . $ 14,546 $ 24,315 Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,652 Impairment charges on available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,086 137 Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,791 Net unrealized losses on available for sale investment securities . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,917 55,898 Total deferred tax assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,053 844 81 9,680 4,434 31,638 Deferred tax liabilities: 2017 2016 (Dollars in Thousands) Bank premises and equipment, principally due to differences on depreciation . . . . . . . . . . . Identified intangible assets and goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19,837) (21,386) (16,300) (57,523) Net deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (5,193) $ (1,625) (10,940) (13,417) (12,474) (36,831) The net deferred tax liability of $5,193,000 at December 31, 2017 and $1,625,000 at December 31, 2016 is included in other liabilities in the consolidated statements of condition. In September 2014, the Company amended its 2012 federal income tax return as a result of a tax opinion obtained regarding a judgment against the Company paid in 2012 afer litigation related to tax matters in the Company’s 2004 acquidition of Local Financial Corporation (“LFIN”). Litigation against the Company was initiated by the former controlling shareholders of LFIN with respect to such tax matters. On March 5, 2010, a judgment against the Company was entered on a jury verdict in the U.S. District Court for the Western District of Oklahoma. The Company subsequently appealed the decision and on January 5, 2012, the United States Court of Appeals Tenth Circuit affirmed the judgment and it became final and unappealable and the Company recorded the majority of the payment of the judgment as a non- deductible expense in the Company’s 2012 federal income tax return. The Company engaged legal counsel to review the 67 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) deductibility of the judgment and, upon receiving the tax opinion, amended the 2012 tax return to report the payment as a deductible expense. The Internal Revenue Service examined the amended return and at the conclusion of the exam, allowed a certain portion of the judgment to be deducted as a necessary and ordinary business expense, resulting in a tax refund of $4.9 million. On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) was signed into law. The Tax Act materially changes U.S. corporate income tax rates, among other things. The Company was in a net deferred tax liability position at the time the Tax Act was enacted and subsequently revalued the carrying value of the net deferred liability and its components to the new 21% effective tax rate. The change in the tax rate resulted in a net benefit to the Company of $3,168,000 and is included as a reduction to income tax expense in the consolidated income statement. (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, 2017, 216,400 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — % — % — % 2017 (1) 2016 7.61 2.50 % 1.50 % 41.32 % (1) No stock options were granted during the twelve months ended December 31, 2017. 68 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) A summary of option activity under the stock option plans for the twelve months ended December 31, 2017 is as follows: Weighted average exercise price Number of options Weighted average remaining contractual term (years) Aggregate intrinsic value ($) (in Thousands) Options outstanding at December 31, 2016 . . . . . . . . . . . . . . . . . . . . 800,502 $ Plus: Options granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: — Options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108,885 Options expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,188 Options forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,263 Options outstanding at December 31, 2017 . . . . . . . . . . . . . . . . . . . . 668,166 19.43 — 13.34 10.40 20.62 20.41 5.54 $ 12,887 Options fully vested and exercisable at December 31, 2017 . . . . . . 283,472 $ 18.62 4.46 $ 5,975 Stock-based compensation expense included in the consolidated statements of income for the years ended December 31, 2017, 2016 and 2015 was approximately $903,000, $1,082,000 and $1,172,000, respectively. As of December 31, 2017, there was approximately $1,418,000 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 1.4 years. Other information pertaining to option activity during the twelve month period ending December 31, 2017, 2016 and 2015 is as follows: Twelve Months Ended December 31, 2017(1) 2016 2015 Weighted average grant date fair value of stock options granted . . . . . . . . . . . . . . . . . . . . . . . . Total fair value of stock options vested . . . . . . . Total intrinsic value of stock options exercised — $ $ 9.42 $ 1,182,000 $ 1,015,000 $ 872,000 792,000 $ 781,000 $ 2,595,000 $ 8.74 $ (1) No stock options were granted during the twelve months ended December 31, 2017. (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 69 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) 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. No grants have been made under the Plan since December 2012 and there are currently no outstanding grants under the Plan. (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, 2017, 2016 and 2015 were approximately $5,258,000, $5,870,000 and $6,200,000, respectively. Future minimum lease payments due under non-cancellable operating leases at December 31, 2017 were as follows: Fiscal year ending: 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Total (in thousands) 3,563 3,376 3,087 2,037 494 180 12,737 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, 2017 were $92,416,000. Cash of approximately $116,129,000 and $111,353,000 at December 31, 2017 and 2016, respectively, was maintained to satisfy regulatory reserve requirements. The Company is involved in various legal proceedings that are in various stages of litigation. 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 $27,626,000 and $26,547,000 at December 31, 2017 and 2016, respectively. 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 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 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, 2017, the following financial amounts of instruments, whose contract amounts represent credit risks, were outstanding: Commitments to extend credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,795,137,000 20,643,000 Credit card lines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Standby letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95,402,000 Commercial letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,145,000 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, 2017, the maximum potential amount of future payments is approximately $95,402,000. At December 31, 2017, the fair value of these guarantees is not significant. Unsecured letters of credit totaled approximately $35,409,000 and $40,738,000 at December 31, 2017 and 2016, 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. (20) Capital Requirements On December 23, 2008, as part of the Troubled Asset Relief Program Capital Purchase Program of the United States Department of the Treasury (“Treasury”), the Company issued to the Treasury 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”). 71 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) On June 12, 2013, the U.S. Treasury sold the Warrant to a third party. As of February 20, 2016, the Warrant is still outstanding. Adjustments to the $24.43 per share Exercise Price of the Warrant will be made if the Company pays cash dividends in excess of 33 cents per semi-annual period or makes certain other shareholder distributions before the Warrants expires on December 23, 2018. 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, 2017, the subsidiary banks could pay dividends of up to $731,850,000 to the Corporation without prior regulatory approval and without adversely affecting their “well-capitalized” status under regulatory capital rules in effect at December 31, 2017. 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. Current 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, 2017, that the Company and each of the bank subsidiaries met all capital adequacy requirements to which they are subject. In July 2013, the Federal Deposit Insurance Corporation (“FDIC”) and other regulatory bodies established a new, comprehensive capital framework for U.S. banking organizations, consisting of minimum requirements that increase both the quantity and quality of capital held by banking organizations. The final rules are a result of the implementation of the BASEL III capital reforms and various Dodd-Frank Act related capital provisions. Consistent with the Basel international framework, the rules include a new minimum ratio of Common Equity Tier 1 (“CET1”) to risk-weighted assets of 4.5% and a CET1 capital conservation buffer of 2.5% of risk-weighted assets. The capital conservation buffer began phasing- in on January 1, 2016 at .625% and increases each year until January 1, 2019, when the Company will be required to have a 2.5% capital conservation buffer, effectively resulting in a minimum ratio of CET1 capital to risk-weighted assets of at least 7% upon full implementation. The rules also raised the minimum ratio of Tier 1 capital to risk-weighted assets from 4% to 6% and include a minimum leverage ratio of 4% for all banking organizations. Regarding the quality of capital, the new rules emphasize CET1 capital and implements strict eligibility criteria for regulatory capital instruments. The new rules also improve the methodology for calculating risk-weighted assets to enhance risk sensitivity. The new rules are subject to a four year phase in period for mandatory compliance and the Company was required to begin to phase in the new rules beginning on January 1, 2015. Management believes, as of December 31, 2017, that the Company and each of the bank subsidiaries will meet all capital adequacy requirements once the capital conservation is fully phased-in. On November 21, 2017, the OCC, the Federal Reserve and the FDIC finalized a proposed rule that extends the current treatment under the regulatory capital rules for certain regulatory capital deductions and risk weights and certain minority interest requirements, as they apply to banking organizations that are not subject to the advanced approaches capital rules. Effective January 1, 2018, the rule also pauses the full transition to the Basel III treatment of mortgage servicing assets, certain deferred tax assets, investments in the capital of unconsolidated financial institutions and minority 72 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) interests. The agencies are also considering whether to make adjustments to the capital rules in response to CECL (the FASB Standard relating to current expected credit loss) and its potential impact on regulatory capital. On December 7, 2017, the Basel Committee on Banking Supervision unveiled the latest round of its regulatory capital framework, commonly called “Basel IV.” The framework makes changes to the capital framework first introduced as “Basel III” in 2010. The committee targeted 2022-2027 as the timeframe for implementation by regulators in individual countries, including the U.S. federal bank regulatory agencies (after notice and comment). The aforementioned capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of CET1 capital to risk-weighted assets above the minimum but below the conservation buffer will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall. As of December 31, 2017, capital levels at the Company exceed all capital adequacy requirements under the Basel III Capital Rules as currently applicable to the Company. Based on the ratios presented below, capital levels as of December 31, 2017 at the Company exceed the minimum levels necessary to be considered “well capitalized.” As of December 31, 2017, 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. 73 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) The Company’s and the bank subsidiaries’ actual capital amounts and ratios for 2017 under current guidelines are presented in the following table: Actual For Capital Adequacy Purposes Phase In Schedule 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) (Dollars in Thousands) As of December 31, 2017: Common Equity Tier 1 (to Risk Weighted Assets): Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,584,665 17.11 % $ International Bank of Commerce, Laredo . . . . . . . . International Bank of Commerce, Oklahoma . . . . . International Bank of Commerce, Brownsville . . . . International Bank of Commerce, Zapata . . . . . . . . Commerce Bank . . . . . . . . . . . . . . . . . . . . . . . . . . 1,119,173 17.10 169,279 13.41 165,034 25.94 66,406 30.58 79,330 33.22 Total Capital (to Risk Weighted Assets): Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,807,107 19.51 % $ International Bank of Commerce, Laredo . . . . . . . . International Bank of Commerce, Oklahoma . . . . . International Bank of Commerce, Brownsville . . . . International Bank of Commerce, Zapata . . . . . . . . Commerce Bank . . . . . . . . . . . . . . . . . . . . . . . . . . 1,173,068 17.93 178,057 14.11 170,613 26.82 68,718 31.64 81,278 34.03 Tier 1 Capital (to Risk Weighted Assets): Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,734,595 18.73 % $ International Bank of Commerce, Laredo . . . . . . . . International Bank of Commerce, Oklahoma . . . . . International Bank of Commerce, Brownsville . . . . International Bank of Commerce, Zapata . . . . . . . . Commerce Bank . . . . . . . . . . . . . . . . . . . . . . . . . . 1,119,173 17.10 169,279 13.41 165,034 25.94 66,406 30.58 79,330 33.22 Tier 1 Capital (to Average Assets): Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,734,595 14.62 % $ International Bank of Commerce, Laredo . . . . . . . . International Bank of Commerce, Oklahoma . . . . . International Bank of Commerce, Brownsville . . . . International Bank of Commerce, Zapata . . . . . . . . Commerce Bank . . . . . . . . . . . . . . . . . . . . . . . . . . 1,119,173 13.44 169,279 11.31 165,034 17.17 66,406 14.20 79,330 14.56 532,579 376,245 72,586 36,583 12,487 13,733 856,757 605,263 116,769 58,851 20,088 22,092 671,512 474,395 91,521 46,127 15,745 17,316 474,675 333,166 59,854 38,440 18,701 21,789 $ 5.750 % 5.750 5.750 5.750 5.750 5.750 $ 9.250 % 9.250 9.250 9.250 9.250 9.250 7.250 % $ 7.250 7.250 7.250 7.250 7.250 4.00 % $ 4.00 4.00 4.00 4.00 4.00 N/A 425,320 82,054 41,355 14,116 15,524 N/A 654,339 126,237 63,623 21,717 23,884 N/A 523,471 100,989 50,899 17,374 19,107 N/A 416,458 74,818 48,050 23,376 27,236 N/A 6.50 % 6.50 6.50 6.50 6.50 N/A 10.00 % 10.00 10.00 10.00 10.00 N/A 8.00 % 8.00 8.00 8.00 8.00 N/A 5.00 % 5.00 5.00 5.00 5.00 74 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) The Company’s and the bank subsidiaries’ actual capital amounts and ratios for 2016 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) (Dollars in Thousands) As of December 31, 2016: Common Equity Tier 1 (to Risk Weighted Assets): Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,468,662 16.95 % $ International Bank of Commerce, Laredo . . . . . . . . International Bank of Commerce, Brownsville . . . . International Bank of Commerce, Zapata . . . . . . . . Commerce Bank . . . . . . . . . . . . . . . . . . . . . . . . . . 1,201,527 16.63 158,533 25.61 65,989 34.09 73,765 31.84 444,190 370,342 31,720 9,922 11,872 Total Capital (to Risk Weighted Assets): Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,687,501 19.47 % $ International Bank of Commerce, Laredo . . . . . . . . International Bank of Commerce, Brownsville . . . . International Bank of Commerce, Zapata . . . . . . . . Commerce Bank . . . . . . . . . . . . . . . . . . . . . . . . . . 1,260,886 17.45 163,937 26.49 67,464 34.85 76,093 32.85 747,540 623,258 53,382 16,698 19,980 Tier 1 Capital (to Risk Weighted Assets): Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,618,935 18.68 % $ International Bank of Commerce, Laredo . . . . . . . . International Bank of Commerce, Brownsville . . . . International Bank of Commerce, Zapata . . . . . . . . Commerce Bank . . . . . . . . . . . . . . . . . . . . . . . . . . 1,201,527 16.63 158,533 25.61 65,989 34.09 73,765 31.84 574,197 478,734 41,004 12,826 15,347 Tier 1 Capital (to Average Assets): Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,618,935 13.91 % $ International Bank of Commerce, Laredo . . . . . . . . International Bank of Commerce, Brownsville . . . . International Bank of Commerce, Zapata . . . . . . . . Commerce Bank . . . . . . . . . . . . . . . . . . . . . . . . . . 1,201,527 12.50 158,533 16.91 65,989 13.87 73,765 13.05 465,438 384,342 37,509 19,029 22,607 (21) Fair Value $ 5.125 % 5.125 5.125 5.125 5.125 N/A 469,701 40,230 12,584 15,058 $ 8.625 % 8.625 8.625 8.625 8.625 N/A 722,618 61,892 19,360 23,166 6.625 % 6.625 $ 6.625 6.625 6.625 N/A 578,094 49,514 15,488 18,532 4.00 % $ 4.00 4.00 4.00 4.00 N/A 480,427 46,886 23,786 28,259 N/A 6.50 % 6.50 6.50 6.50 N/A 10.00 % 10.00 10.00 10.00 N/A 8.00 % 8.00 8.00 8.00 N/A 5.00 % 5.00 5.00 5.00 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: • Level 1 Inputs—Unadjusted quoted prices in active markets for identical assets or liabilities. • 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. • 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. 75 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) 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 financial instruments reported on the consolidated statements of condition at their fair value as of December 31, 2017 by level within the fair value measurement hierarchy. Fair Value Measurements at Reporting Date Using (in Thousands) Quoted Prices in Active Markets for Identical Assets (Level 1) Assets/Liabilities Measured at Fair Value December 31, 2017 Significant Other Significant Observable Unobservable Inputs (Level 2) Inputs (Level 3) Measured on a recurring basis: Assets: Available for sale securities Residential mortgage-backed securities . . . . . . . . . . . . . . $ States and political subdivisions . . . . . . . . . . . . . . . . . . . . Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,891,233 $ 232,951 27,886 — $ 3,891,233 $ — 27,886 232,951 — $ 4,152,070 $ 27,886 $ 4,124,184 $ — — — — The following table represents financial instruments reported on the consolidated balance sheets at their fair value as of December 31, 2016 by level within the fair value measurement hierarchy. Fair Value Measurements at Reporting Date Using (in Thousands) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Assets/Liabilities Measured at Fair Value December 31, 2016 Significant Unobservable Inputs (Level 3) Measured on a recurring basis: Assets: Available for sale securities Residential mortgage - backed securities . . . . . . . . . . . . . $ States and political subdivisions . . . . . . . . . . . . . . . . . . . . Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,894,470 $ 254,972 27,907 — $ 3,876,865 $ — 27,907 254,972 — $ 4,177,349 $ 27,907 $ 4,131,837 $ 17,605 — — 17,605 For the year ended December 31, 2017, investment securities available-for-sale are classified within level 2 of the valuation hierarchy, with the exception of certain equity investments that are classified within level 1. For the year ended December 31, 2016, the Company had certain securities classified within level 3 of the fair value hierarchy. Those investments were sold in the first quarter of 2017. 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 76 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) 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, 2016 for investment securities classified within level 3 of the fair value hierarchy, 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 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 four years (2013, 2014, 2015, and 2016), and (iv) a discount rate of 13%. The estimates used in the model to determine fair value were based on observable historical data of the underlying collateral. The following table presents a reconciliation of activity for such mortgage-backed securities on a net basis (Dollars in Thousands): Balance at December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 17,605 (798) (21,904) 5,097 — Principal paydowns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sales of available for sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reclassification of unrealized gains (losses) included in other comprehensive loss due to sale . . . . . . . . Balance at December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Certain financial instruments 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). 77 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) The following table represents financial instruments measured at fair value on a non-recurring basis as of and for the period ended December 31, 2017 by level within the fair value measurement hierarchy: Fair Value Measurements at Reporting Date Using (in thousands) Quoted Assets/Liabilities Prices in Active Measured at Markets for Fair Value Identical Year ended Assets (Level 1) December 31, 2017 Significant Other Significant Observable Unobservable Inputs (Level 2) Inputs (Level 3) Net Provision (Credit) During Period Measured on a non-recurring basis: Assets: Impaired loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Other real estate owned . . . . . . . . . . . . . . . . . . . . . 11,210 $ 2,000 — $ — — $ — 11,210 $ 2,000 2,138 710 The following table represents financial instruments measured at fair value on a non-recurring basis as of and for the year ended December 31, 2016 by level within the fair value measurement hierarchy: Fair Value Measurements at Reporting Date Using (in thousands) Quoted Assets/Liabilities Prices in Active Measured at Markets Fair Value for Identical Year ended Assets (Level 1) December 31, 2016 Significant Other Net (Credit) Significant Observable Unobservable Provision Inputs (Level 3) Inputs (Level 2) During Period Measured on a non-recurring basis: Assets: Impaired loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Other real estate owned . . . . . . . . . . . . . . . . . . . . . . 38,794 $ 9,445 — $ — — $ — 38,794 $ 19,699 2,351 9,445 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. 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. Re-measurement of the impaired loan to fair value is done through a specific valuation allowance included in the allowance for probable loan losses. 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. 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. As of December 31, 2017, the Company had approximately $53,267,000 of impaired commercial collateral dependent loans, of which approximately $18,585,000 had an appraisal performed within the immediately preceding twelve months and of which approximately $0 had an evaluation performed within the immediately preceding twelve months. As of December 31, 2016, the Company had approximately $38,108,000 of impaired commercial collateral dependent loans, of which approximately $26,162,000 had an appraisal performed within the 78 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) immediately preceding twelve months and of which approximately $6,836,000 had an evaluation performed within the immediately preceding twelve months. The determination to either seek an appraisal or to perform an evaluation begins in weekly credit quality meetings, where the committee analyzes the existing collateral values of the impaired loans and where obsolete appraisals are identified. In order to determine whether the Company would obtain a new appraisal or perform an internal evaluation to determine the fair value of the collateral, the credit committee reviews the existing appraisal to determine if the collateral value is reasonable in view of the current use of the collateral and the economic environment related to the collateral. If the analysis of the existing appraisal does not find that the collateral value is reasonable under the current circumstances, the Company would obtain a new appraisal on the collateral or perform an internal evaluation of the collateral. The ultimate decision to get a new appraisal rests with the independent credit administration group. A new appraisal is not required if an internal evaluation, as performed by in-house experts, is able to appropriately update the original appraisal assumptions to reflect current market conditions and provide an estimate of the collateral’s market value for impairment analysis. The internal evaluations must be in writing and contain sufficient information detailing the analysis, assumptions and conclusions and they must support performing an evaluation in lieu of ordering a new appraisal. 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 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, 2017, December 31, 2016 and December 31, 2015, respectively the Company recorded approximately $30,000, $381,000 and $696,000 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, 2017, December 31, 2016 and December 31, 2015, respectively, the Company recorded approximately $710,000, $2,351,000 and $1,023,000 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, 2017 and December 31, 2016 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. 79 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) 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, 2017, and December 31, 2016, the carrying amount of fixed rate performing loans was $1,505,531,000 and $1,411,272,000, respectively, and the estimated fair value was $1,454,434,000 and $1,375,807,000, respectively. 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, 2017 and December 31, 2016. 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, 2017 and December 31, 2016, the carrying amount of time deposits was $2,056,506,000 and $2,248,310,000, respectively, and the estimated fair value was $2,058,621,000 and $2,247,648,000, 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, 2017 and December 31, 2016. The fair value of the long-term instruments is based on established market spread using option adjusted spreads methodology. Long-term repurchase agreements are within level 3 of the fair value hierarchy. At December 31, 2017 and December 31, 2016, respectively, the carrying amount of long-term repurchase agreements was $100,000,000 and $300,000,000 and the estimated fair value was $99,504,000 and $289,324,000, 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, 2017 and December 31, 2016. 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, 2017 and December 31, 2016. The long-term borrowings outstanding at December 31, 2017 are fixed-rate borrowings and the fair value is based on established market spreads for similar types of borrowings. The fixed-rate long-term borrowings 80 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) are included in Level 2 of the fair value hierarchy. At December 31, 2017, the carrying amount of the fixed-rate long- term FHLB borrowings was $250,000,000 and the estimated fair value was $249,728,000. 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. 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, 2017 and 2016 (Dollars in Thousands) ASSETS 2017 2016 Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment in subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,555 94,908 1,787,120 1,098 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,012,659 $ 1,901,681 18,398 $ 92,620 1,878,521 23,120 Liabilities: LIABILITIES AND SHAREHOLDERS’ EQUITY Junior subordinated deferrable interest debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Due to IBC Trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160,416 $ 21 13,242 173,679 160,416 21 16,577 177,014 Shareholders’ equity: Common shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive (loss) income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95,910 169,567 1,777,963 (26,697) 2,016,743 (292,076) Less cost of shares in treasury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,724,667 Total liabilities and shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,012,659 $ 1,901,681 96,019 171,816 1,891,805 (28,397) 2,131,243 (292,263) 1,838,980 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, 2017, 2016 and 2015 (Dollars in Thousands) Income: Dividends from subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Interest income on notes receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest income on other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64,600 $ — 8,100 26 72,726 84,432 $ 2 8,958 255 93,647 51,575 7 5,738 3,442 60,762 Expenses: 2017 2016 2015 Interest expense (Debentures) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income before federal income taxes and equity in undistributed net income of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income before equity in undistributed net income of subsidiaries . . . . . . Equity in undistributed net income of subsidiaries . . . . . . . . . . . . . . . . . . . . . . 53,626 386 53,240 83,486 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 157,436 $ 133,932 $ 136,726 5,392 5,648 11,040 4,600 3,637 8,237 4,099 3,037 7,136 61,686 (2,076) 63,762 93,674 85,410 311 85,099 48,833 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, 2017, 2016 and 2015 (Dollars in Thousands) 2017 2016 2015 Operating activities: Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 157,436 $ 133,932 $ 136,726 Adjustments to reconcile net income to net cash provided by operating activities: Investment securities transactions, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment charges on available for sale securities . . . . . . . . . . . . . . . . . Stock compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Decrease) increase in other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity in undistributed net income of subsidiaries . . . . . . . . . . . . . . . . . . Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . Investing activities: Principal collected on mortgage-backed securities . . . . . . . . . . . . . . . . . . . Net decrease in notes receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase in other assets and other investments . . . . . . . . . . . . . . . . . . . . . . . Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (23) — 903 (3,453) (93,674) 61,189 6,328 — (25,348) (19,020) — 112 1,082 3,901 (48,833) 90,194 1,105 99 (27,834) (26,630) — 385 1,172 (1,998) (83,486) 52,799 474 105 (1,830) (1,251) Financing activities: Redemption of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from stock transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payments of cash dividends - common . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Decrease) increase in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — 1,455 (43,594) (187) (42,326) (157) 18,555 18,398 $ (1,000) 549 (39,569) (7,966) (47,986) 15,578 2,977 18,555 $ (14,000) 1,370 (38,515) (6,678) (57,823) (6,275) 9,252 2,977 84 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Condensed Quarterly Income Statements (Dollars in Thousands, Except Per Share Amounts) 2017 Fourth Quarter Third Quarter Second Quarter First Quarter Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 108,036 $ 106,945 $ 103,174 $ Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for probable loan losses . . . . . . . . . . . . . . . . . . . . . . Non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,895 97,141 2,125 37,362 72,698 8,797 94,377 805 33,963 73,713 9,993 96,952 6,591 41,366 71,711 96,981 9,246 87,735 1,700 37,715 75,626 Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,680 60,016 53,822 48,124 Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,445 20,388 13,253 16,120 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 45,235 $ 39,628 $ 40,569 $ 32,004 Per common share: Basic Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.69 $ 0.60 $ 0.61 $ 0.48 Diluted Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.68 $ 0.59 $ 0.61 $ 0.48 85 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Condensed Quarterly Income Statements (Dollars in Thousands, Except Per Share Amounts) 2016 Fourth Quarter Third Quarter Second Quarter First Quarter Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 96,337 $ 96,624 $ 97,896 $ 97,057 10,817 Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86,240 Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,134 Provision for probable loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . 40,931 Non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67,918 Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,175 85,449 (1,347) 40,530 76,667 10,113 86,224 4,975 43,630 73,056 11,024 86,872 7,097 36,611 71,984 Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,823 50,659 44,402 50,119 Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,350 14,872 14,714 17,135 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 35,473 $ 35,787 $ 29,688 $ 32,984 Per common share: Basic Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.54 $ 0.54 $ 0.45 $ 0.50 Diluted Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.53 $ 0.54 $ 0.45 $ 0.50 86 INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Condensed Average Statements of Condition (Dollars in Thousands) (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, 2017, 2016, and 2015. Tax-exempt income has not been adjusted to a tax-equivalent basis: Average Balance 2017 Interest 2016 Average Rate/Cost Average Balance Interest (Dollars in Thousands) Average Rate/Cost Average Balance 2015 Interest Average Rate/Cost Assets Interest earning assets: Loan, net of unearned discounts: Domestic . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . $ 6,026,180 $ 157,684 317,320 5,188 5.27 % $ 3.29 5,781,466 167,582 $ 292,325 5,495 5.06 % $ 3.28 5,662,616 182,226 $ 291,180 6,103 Investment securities: Taxable . . . . . . . . . . . . . . . . . Tax-exempt . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . Total interest-earning assets . . . 3,954,632 235,253 84,752 10,458,501 82,347 9,656 625 415,136 4,044,843 2.08 253,990 4.10 0.74 84,275 3.97 % 10,332,156 79,533 10,356 205 387,914 4,404,569 1.97 275,267 4.08 0.24 100,816 3.75 % 10,625,494 88,008 11,319 144 396,754 Non-interest earning assets: Cash and cash equivalents . . . . . . . Bank premises and equipment, net . . Other assets . . . . . . . . . . . . . . . . Less allowance for probable loan losses . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . Liabilities and Shareholders’ Equity 179,134 494,327 957,270 (68,312) $ 12,020,920 154,334 488,110 1,006,286 (66,021) $ 11,914,865 166,460 499,233 951,728 (65,857) $ 12,177,058 Interest bearing liabilities: Savings and interest bearing demand deposits . . . . . . . . . . . . . Time deposits: Domestic . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . Securities sold under repurchase agreements . . . . . . . . . . . . . . . . Other borrowings . . . . . . . . . . . . Junior subordinated interest deferrable debentures . . . . . . . . . . Total interest bearing liabilities . . $ 3,230,463 $ 6,208 0.19 % $ 3,090,355 $ 4,562 0.15 % $ 3,036,542 $ 3,593 1,074,199 1,097,240 402,396 891,611 160,416 6,856,325 4,956 4,780 6,617 10,978 5,392 38,931 0.46 0.44 1.64 1.23 1,169,156 1,123,315 759,458 633,380 3.36 0.57 % 161,249 6,936,913 5,328 4,635 20,876 3,128 4,600 43,129 0.46 0.41 2.75 0.49 1,278,148 1,155,698 872,611 864,535 2.85 0.62 % 170,843 7,378,377 6,374 4,859 23,777 1,615 4,099 44,317 Non-interest bearing liabilities: Demand Deposits . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . Shareholders’ equity . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . 3,230,708 107,952 1,825,935 $ 12,020,920 3,148,590 90,308 1,739,054 $ 11,914,865 3,059,527 82,571 1,620,583 $ 12,141,058 5.14 % 3.35 2.00 4.11 0.14 3.73 % 0.12 % 0.50 0.42 2.72 0.19 2.40 0.60 % Net interest income . . . Net yield on interest earning assets . . . . . . . . $ 376,205 $ 344,785 $ 352,437 3.34 % 3.34 % 3.32 % 87 INTERNATIONAL BANCSHARES CORPORATION OFFICERS AND DIRECTORS OFFICERS DIRECTORS DENNIS E. NIXON Chairman of the Board and President JULIE L. TARVIN Vice President JUDITH I. WAWROSKI Treasurer WILLIAM J. CUELLAR Auditor MARISA V. SANTOS Secretary HILDA V. TORRES Assistant Secretary DENNIS E. NIXON Chairman of the Board International Bank of Commerce JAVIER DE ANDA Senior Vice President B.P. Newman Investment Company IRVING GREENBLUM International Investments/Real Estate DOUG HOWLAND Investments PEGGY NEWMAN Investments LARRY NORTON President Norton Stores, Inc. ROBERTO R. RESENDEZ Owner Cattle Ranching and Real Estate Investment Company ANTONIO R. SANCHEZ, JR. Chairman of the Board Sanchez Oil & Gas Corporation Investments 88 (This page has been left blank intentionally.) (This page has been left blank intentionally.) 2 0 1 7

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