UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
(cid:3) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended December 31, 2017
OR
(cid:4) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-35388
PROSPERITY BANCSHARES, INC.®
(Exact name of registrant as specified in its charter)
Texas
(State or other jurisdiction of
incorporation or organization)
Prosperity Bank Plaza
4295 San Felipe
Houston, Texas
(Address of principal executive offices)
74-2331986
(I.R.S. Employer
Identification No.)
77027
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (281) 269-7199
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value
$1.00 per share
(Title of each class)
New York Stock Exchange, Inc.
(Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:3) No (cid:4)
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:4) No (cid:3)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes (cid:3) No (cid:4)
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes (cid:3) No (cid:4)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of
this Form 10-K. (cid:4)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or
an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
Non-accelerated Filer
(cid:3)
(cid:4)
Accelerated Filer
(cid:4)
Smaller Reporting Company
(cid:4)
Emerging Growth Company (cid:4)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. (cid:4)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes (cid:4) No (cid:3)
The aggregate market value of the shares of common stock held by non-affiliates as of June 30, 2017, based on the closing price of the common stock
on the New York Stock Exchange on June 30, 2017 was approximately $4.24 billion.
As of February 26, 2018, the number of outstanding shares of common stock was 69,831,710.
Documents Incorporated by Reference:
Portions of the Company’s Proxy Statement relating to the 2018 Annual Meeting of Shareholders, which will be filed within 120 days after
December 31, 2017, are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K.
PROSPERITY BANCSHARES, INC.®
2017 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART I
Item 1.
Business ......................................................................................................................................
General ...................................................................................................................................
Acquisition .............................................................................................................................
Available Information ............................................................................................................
Officers and Associates..........................................................................................................
Banking Activities..................................................................................................................
Business Strategies.................................................................................................................
Competition............................................................................................................................
Supervision and Regulation ...................................................................................................
Item 1A. Risk Factors.................................................................................................................................
Item 1B. Unresolved Staff Comments .......................................................................................................
Properties.....................................................................................................................................
Item 2.
Legal Proceedings .......................................................................................................................
Item 3.
Mine Safety Disclosures .............................................................................................................
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of
Equity Securities ....................................................................................................................
Selected Consolidated Financial Data.........................................................................................
Management’s Discussion and Analysis of Financial Condition and Results of Operations .....
Overview ................................................................................................................................
Acquisition .............................................................................................................................
Critical Accounting Policies ..................................................................................................
Results of Operations .............................................................................................................
Financial Condition ................................................................................................................
Item 7A. Quantitative and Qualitative Disclosures about Market Risk .....................................................
Financial Statements and Supplementary Data...........................................................................
Item 8.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.....
Item 9A. Controls and Procedures .............................................................................................................
Item 9B. Other Information........................................................................................................................
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Directors, Executive Officers and Corporate Governance..........................................................
Executive Compensation.............................................................................................................
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters....................................................................................................................................
Certain Relationships and Related Transactions and Director Independence ............................
Principal Accountant Fees and Services .....................................................................................
PART IV
Exhibits and Financial Statement Schedules...............................................................................
Item 15.
Signatures .......................................................................................................................................................
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ITEM 1.
BUSINESS
General
PART I
Prosperity Bancshares, Inc.®, a Texas corporation (the “Company”), was formed in 1983 as a vehicle to
acquire the former Allied Bank in Edna, Texas, which was chartered in 1949 as The First National Bank of Edna
and is now known as Prosperity Bank. The Company is a registered financial holding company that derives
substantially all of its revenues and income from the operation of its bank subsidiary, Prosperity Bank® (“Prosperity
Bank®” or the “Bank”). The Bank provides a wide array of financial products and services to small and medium-
sized businesses and consumers. As of December 31, 2017, the Bank operated 242 full service banking locations; 65
in the Houston area, including The Woodlands; 29 in the South Texas area, including Corpus Christi and Victoria;
33 in the Dallas/Fort Worth area; 22 in the East Texas area; 29 in the Central Texas area, including Austin and San
Antonio; 34 in the West Texas area, including Lubbock, Midland-Odessa and Abilene; 16 in the Bryan/College
Station area; 6 in the Central Oklahoma area; and 8 in the Tulsa, Oklahoma area. The Company’s principal
executive office is located at Prosperity Bank Plaza, 4295 San Felipe in Houston, Texas and its telephone number is
(281) 269-7199. The Company’s website address is www.prosperitybankusa.com.
The Company’s market consists of the communities served by its banking centers. The diverse nature of the
economies in each local market served by the Company provides the Company with a varied customer base and
allows the Company to spread its lending risk throughout a number of different industries including professional
service firms and their principals, manufacturing, tourism, recreation, petrochemicals, farming and ranching. The
Company’s market areas outside of Houston, Dallas, Corpus Christi, San Antonio, Lubbock, Austin, Tulsa and
Oklahoma City are dominated by either small community banks or branches of larger regional banks. Management
believes that the Company, through its responsive customer service and community banking philosophy, combined
with the sophistication of a larger regional bank holding company, has a competitive advantage in its market areas
and excellent growth opportunities through acquisitions, new banking center locations and additional business
development.
Operating under a community banking philosophy, the Company seeks to develop broad customer
relationships based on service and convenience while maintaining its prudent approach to lending and sound asset
quality. The Company has grown through a combination of internal growth, the acquisition of community banks and
branches of banks and the opening of new banking centers. As a result of its stable customer relationships, the
Company is able to maintain a low cost of funds. Utilizing that and employing stringent cost controls, the Company
has been profitable in every year of its existence, including the periods of adverse economic conditions in Texas and
Oklahoma.
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In addition to internal growth, the Company completed the following acquisitions within the last ten years
(through December 31, 2017):
Acquired Entity
Texas United Bancshares, Inc.
Acquired Bank
State Bank, GNB Financial, n.a., Gateway
National Bank and Northwest Bank
The Bank of Navasota
Banco Popular, NA (6 branches)
1st Choice Bancorp
Franklin Bank (from FDIC, as receiver) (2)
U.S. Bank (3 branches)
First Bank (19 branches)
Texas Bankers, Inc.
The Bank Arlington
American State Financial Corporation
Community National Bank
East Texas Financial Services, Inc.
Coppermark Bancshares, Inc.
FVNB Corp.
F&M Bancorporation Inc.
Tradition Bancshares, Inc.
The Bank of Navasota
N/A
1st Choice Bank
N/A
N/A
N/A
Bank of Texas
The Bank Arlington
American State Bank
Community National Bank
Firstbank
Coppermark Bank
First Victoria National Bank
The F&M Bank & Trust Company
Tradition Bank
Completion
Date
2007
Number of
Banking Centers
Acquired (1)
34
2007
2008
2008
2008
2010
2010
2012
2012
2012
2012
2013
2013
2013
2014
2016
1
5
1
33
3
15
2
1
37
1
4
6
20
11
7
(1) The number of banking centers added does not include any locations of the acquired entity that were closed and
consolidated with existing banking centers of the Company upon consummation of the transaction or closed after
consummation of the transaction.
(2) The Company assumed approximately $3.6 billion of deposits and acquired certain assets, including 33 banking
centers, from the Federal Deposit Insurance Corporation (“FDIC”), acting in its capacity as receiver for Franklin Bank.
Acquisition
Acquisition of Tradition Bancshares, Inc.—On January 1, 2016, the Company completed the acquisition of
Tradition Bancshares, Inc. (“Tradition”) and its wholly-owned subsidiary Tradition Bank headquartered in Houston,
Texas. Tradition Bank operated 7 banking offices in the Houston, Texas area, including its main office in Bellaire, 3
banking centers in Katy and 1 banking center in The Woodlands.
As of December 31, 2015, Tradition, on a consolidated basis, reported total assets of $548.0 million, total
loans of $253.3 million, total deposits of $488.9 million and shareholders’ equity of $43.1 million. Under the terms
of the definitive agreement, the Company issued 679,528 shares of Company common stock plus $39.0 million in
cash for all outstanding shares of Tradition capital stock, for a total merger consideration of $71.5 million, based on
the Company’s closing stock price of $47.86 on December 31, 2015. As of December 31, 2017, the Company
recognized goodwill of $32.0 million, which is calculated as the excess of both the consideration exchanged and
liabilities assumed compared with the fair value of the assets acquired. Additionally, the Company recognized $5.6
million of core deposit intangibles.
Available Information
The Company’s website address is www.prosperitybankusa.com. The Company makes available free of
charge on or through its website its Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (“Exchange Act”), as soon as reasonably practicable after such
material is electronically filed with or furnished to the Securities and Exchange Commission. Information contained
on the Company’s website is not incorporated by reference into this Annual Report on Form 10-K and is not part of
this or any other report.
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Officers and Associates
The Company’s directors and officers are important to the Company’s success and play a key role in the
Company’s business development efforts by actively participating in civic and public service activities in the
communities served by the Company.
The Company has invested heavily in its officers and associates by recruiting talented officers in its market
areas and providing them with economic incentives. The senior management team has substantial experience in the
Houston, Dallas, Austin, Bryan/College Station, East Texas, South Texas, West Texas, Oklahoma City and Tulsa
markets and the surrounding communities in which the Company has a presence. Each banking center location is
overseen by a local president or manager with knowledge of the community and lending expertise in the specific
industries found in the community. The Company entrusts its banking center presidents and managers with authority
and flexibility within general parameters with respect to product pricing and decision making in order to minimize
the bureaucratic structure of larger banks. The Company operates each banking center as a separate profit center,
maintaining separate data with respect to each banking center’s net interest income, efficiency ratio, deposit growth,
loan growth and overall profitability. Banking center presidents and managers are accountable for performance in
these areas and compensated accordingly.
As of December 31, 2017, the Company and the Bank had 3,017 full-time equivalent associates, 790 of whom
were officers of the Bank. The Company provides medical and hospitalization insurance to its full-time associates.
The Company considers its relations with associates to be good. Neither the Company nor the Bank is a party to any
collective bargaining agreement.
Banking Activities
The Company, through the Bank, offers a variety of traditional loan and deposit products to its customers,
which consist primarily of consumers and small and medium-sized businesses. The Bank tailors its products to the
specific needs of customers in a given market. At December 31, 2017, the Bank maintained approximately 595,500
separate deposit accounts including certificates of deposit and 53,200 separate loan accounts. At December 31,
2017, noninterest-bearing demand deposits were 31.6% of the Bank’s total deposits. For the year ended
December 31, 2017, the Company’s average cost of funds was 0.33% and the Company’s average cost of deposits
(excluding all borrowings) was 0.27%.
The Company has been an active real estate lender, with commercial real estate (including multifamily
residential) and 1-4 family residential loans comprising 33.1% and 24.5%, respectively, of the Company’s total
loans as of December 31, 2017. The Company also offers commercial loans, loans for automobiles and other
consumer durables, home equity loans, debit and credit cards, internet banking and other cash management services,
mobile banking, trust and wealth management, retail brokerage services, mortgage banking services and automated
telephone banking. The Company offers businesses a broad array of loan products including term loans, lines of
credit and loans for working capital, business expansion and the purchase of equipment and machinery; land
development and interim construction loans for builders; and owner-occupied and non-owner occupied commercial
real estate loans.
By offering certificates of deposit, interest checking accounts, savings accounts and overdraft protection at
competitive rates, the Company gives its depositors a full range of traditional deposit products.
As of December 31, 2017, the Company maintains a trust department with total assets of $2.15 billion,
including managed assets of $1.75 billion. The trust department provides trust services in the Company’s various
market areas.
Business Strategies
The Company’s main objective is to increase deposits and loans through internal growth, as well as through
acquisition opportunities, while maintaining efficiency, individualized customer service and maximizing
profitability. To achieve this objective, the Company has employed the following strategic goals:
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Continue Community Banking Emphasis. Although the Company has significantly grown in the last several
years, it intends to continue operating as a community banking organization focused on meeting the specific needs
of consumers and small and medium-sized businesses in its market areas. The Company provides a high degree of
responsiveness combined with a wide variety of banking products and services. The Company staffs its banking
centers with experienced bankers who possess lending expertise in the specific industries found in the given
community, and gives them authority within general parameters to make certain pricing and credit decisions,
avoiding the bureaucratic structure of larger banks. Each banking center has its own listed local business telephone
number. Customers are served by a local banker with decision making authority.
Expand Market Share Through Internal Growth and a Disciplined Acquisition Strategy. The Company intends
to continue seeking opportunities, both inside and outside its existing markets, to expand either by acquiring existing
banks or branches of banks or by establishing new banking centers. All of the Company’s acquisitions have been
accretive to earnings within 12 months after acquisition date and generally have supplied the Company with
relatively low-cost deposits which have been used to fund the Company’s lending and investing activities. However,
future acquisitions, if any, may not be accretive to earnings within any particular time period. Factors used by the
Company to evaluate expansion opportunities include (1) the similarity in management and operating philosophies,
(2) whether the acquisition will be accretive to earnings and enhance shareholder value, (3) whether the acquisition
will strategically expand the Company’s geographic footprint and (4) the opportunity to enhance the Company’s
market presence in existing market areas.
Increase Loan Volume and Diversify Loan Portfolio. While maintaining its prudent approach to lending, the
Company has emphasized both new and existing loan products, focusing on increasing its commercial real estate
and commercial loan portfolios. During 2017, the Company’s total loans increased from $9.62 billion to $10.02
billion or 4.1%. Construction, land development and other land loans increased 19.4%, and represented 15.1% of the
total loan portfolio as of December 31, 2017. Commercial real estate loans (including multifamily residential)
increased 4.9%, and represented 33.1% of the total portfolio, as of December 31, 2017.
Maintain Sound Asset Quality. The Company continues to maintain the sound asset quality that has been
representative of its historical loan portfolio. As the Company continues to diversify and increase its lending
activities and acquire loans in acquisitions, it may face higher risks of nonpayment and increased risks in the event
of prolonged economic downturns. The Company intends to continue to employ the strict underwriting guidelines
and comprehensive loan review process that have contributed to its low incidence of nonperforming assets and its
minimal charge-offs in relation to its size.
Continue Focus on Efficiency. The Company plans to maintain its stringent cost control practices and policies.
The Company has invested significantly in the infrastructure required to centralize many of its critical operations,
such as data processing and loan processing. For its banking centers, which the Company operates as independent
profit centers, the Company supplies complete support in the areas of loan review, loan processing, internal audit,
compliance and training. Management believes that this centralized infrastructure can accommodate additional
growth while enabling the Company to minimize operational costs through economies of scale.
Enhance Cross-Selling. The Company uses incentives and friendly competition to encourage cross-selling
efforts and increase cross-selling results among its associates. Officers and associates have access to each
customer’s existing and related account relationships and are better able to inform customers of additional products
when customers visit or call the various banking centers or use their drive-in facilities. In addition, the Company
includes product information in monthly statements and other mailings.
Competition
The banking business is highly competitive, and the profitability of the Company depends principally on its
ability to compete in its market areas. The Company competes with other commercial banks, savings banks, savings
and loan associations, credit unions, finance companies, mutual funds, insurance companies, brokerage and
investment banking firms, asset-based nonbank lenders and certain other nonfinancial entities, including retail stores
that may maintain their own credit programs and certain governmental organizations that may offer more favorable
financing than the Company. The Company believes it has been able to compete effectively with other financial
institutions by emphasizing customer service, technology and responsive decision-making with respect to loans, by
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establishing long-term customer relationships and building customer loyalty and by providing products and services
designed to address the specific needs of its customers.
Supervision and Regulation
The supervision and regulation of bank holding companies and their subsidiaries is intended primarily for the
protection of depositors, the Deposit Insurance Fund (“DIF”) of the FDIC and the banking system as a whole, and
not for the protection of the bank holding company’s shareholders or creditors. The banking agencies have broad
enforcement power over bank holding companies and banks including the power to impose substantial fines and
other penalties for violations of laws and regulations.
The following description summarizes some of the laws to which the Company and the Bank are subject.
References in this Annual Report on Form 10-K to applicable statutes and regulations are brief summaries thereof,
do not purport to be complete, and are qualified in their entirety by reference to such statutes and regulations.
The Company
The Company is a financial holding company pursuant to the Gramm-Leach-Bliley Act and a bank holding
company registered under the Bank Holding Company Act of 1956, as amended (“BHCA”). Accordingly, the
Company is subject to supervision, regulation and examination by the Board of Governors of the Federal Reserve
System (“Federal Reserve Board”). The Gramm-Leach-Bliley Act, the BHCA and other federal laws subject
financial and bank holding companies to particular restrictions on the types of activities in which they may engage,
and to a range of supervisory requirements and activities, including regulatory enforcement actions for violations of
laws and regulations. Further, since the Company has securities registered with the Securities and Exchange
Commission and traded on the New York Stock Exchange, it is also subject to the supervision and regulation of
these organizations.
Regulatory Restrictions on Dividends. The Company is regarded as a legal entity separate and distinct from
the Bank. The principal source of the Company’s revenues is dividends received from the Bank. As described in
more detail below, federal and state law places limitations on the amount that banks may pay in dividends, which the
Bank must adhere to when paying dividends to the Company. It is the policy of the Federal Reserve Board that bank
holding companies should pay cash dividends on common stock only out of income available over the past year and
only if the prospective rate of earnings retention is consistent with the organization’s expected capital needs and
financial condition. The Federal Reserve Board’s policy provides that bank holding companies should not maintain
a level of cash dividends that undermines the bank holding company’s ability to serve as a source of strength to its
banking subsidiaries. The Federal Reserve Board is authorized to limit or prohibit the payment of dividends if, in the
Federal Reserve Board’s opinion, the payment of dividends would constitute an unsafe or unsound practice in light
of a bank holding company’s financial condition. In addition, the Federal Reserve Board has indicated that each
bank holding company should carefully review its dividend policy, and has discouraged payment ratios that are at
maximum allowable levels, which is the maximum dividend amount that may be issued and allow the company to
still maintain its target Tier 1 capital ratio, unless both asset quality and capital are very strong.
Stress Testing. In accordance with rules adopted by the Federal Reserve Board pursuant to the Dodd-Frank
Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), institutions with average total
consolidated assets greater than $10 billion, such as the Company and the Bank, are required to conduct an annual
company-run stress test of capital and consolidated earnings and losses under one base and at least two stress
scenarios provided by bank regulatory agencies. Public disclosure of summary stress test results under the severely
adverse scenario will occur between October 15 and October 31. The Company’s capital ratios reflected in the stress
test calculations are an important factor considered by the Federal Reserve Board in evaluating the capital adequacy
of the Company and the Bank and determining whether proposed payments of dividends or stock repurchases may
be an unsafe or unsound practice.
Source of Strength. Under Federal Reserve Board policy, a bank holding company has historically been
required to act as a source of financial strength to each of its banking subsidiaries. The Dodd-Frank Act codified this
policy as a statutory requirement. Under this requirement, the Company is expected to commit resources to support
the Bank, including support at times when the Company may not be in a financial position to provide such
resources. Any capital loans by a bank holding company to any of its subsidiary banks are subordinate in right of
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payment to deposits and to certain other indebtedness of such subsidiary banks. As discussed below, a bank holding
company, in certain circumstances, could be required to guarantee the capital plan of an undercapitalized banking
subsidiary.
In the event of a bank holding company’s bankruptcy under Chapter 11 of the U.S. Bankruptcy Code, the
trustee will be deemed to have assumed and is required to cure immediately any deficit under any commitment by
the debtor holding company to any of the federal banking agencies to maintain the capital of an insured depository
institution. Any claim for breach of such obligation will generally have priority over most other unsecured claims.
Scope of Permissible Activities. Under the BHCA, bank holding companies generally may not acquire a direct
or indirect interest in or control of more than 5% of the voting shares of any company that is not a bank or bank
holding company and may not engage in activities other than those of banking, managing or controlling banks or
furnishing services to or performing services for its subsidiaries, except that it may engage in, directly or indirectly,
certain activities that the Federal Reserve Board has determined to be so closely related to banking or managing and
controlling banks as to be a proper incident thereto. In approving acquisitions or the addition of activities, the
Federal Reserve Board considers, among other things, whether the acquisition or the additional activities can
reasonably be expected to produce benefits to the public, such as greater convenience, increased competition, or
gains in efficiency, that outweigh such possible adverse effects as undue concentration of resources, decreased or
unfair competition, conflicts of interest or unsound banking practices.
Notwithstanding the foregoing, the Gramm-Leach-Bliley Act eliminated the barriers to affiliations among
banks, securities firms, insurance companies and other financial service providers and permits bank holding
companies to become financial holding companies and thereby affiliate with securities firms and insurance
companies and engage in other activities that are financial in nature. The Gramm-Leach-Bliley Act defines
“financial in nature” to include securities underwriting, dealing and market making; sponsoring mutual funds and
investment companies; insurance underwriting and agency; merchant banking activities; and activities that the
Federal Reserve Board has determined to be closely related to banking. Generally, no regulatory approval will be
required for a financial holding company, such as the Company, to acquire a company, other than a bank or savings
association, engaged in activities that are financial in nature or incidental to activities that are financial in nature as
determined by the Federal Reserve Board.
The Company’s financial holding company status depends upon it maintaining its status as “well capitalized”
and “well managed” under applicable Federal Reserve Board regulations. If a financial holding company ceases to
meet these requirements, the Federal Reserve Board may impose corrective capital and/or managerial requirements
on the financial holding company and place limitations on its ability to conduct the broader financial activities
permissible for financial holding companies. Until the financial holding company returns to compliance, it may not
acquire a company engaged in such financial activities without prior approval of the Federal Reserve Board. In
addition, the Federal Reserve Board may require divestiture of the holding company’s depository institutions and/or
its non-bank subsidiaries if the deficiencies persist.
While the Federal Reserve Board is the “umbrella” regulator for financial holding companies and has the
power to examine banking organizations engaged in new activities, regulation and supervision of activities which
are financial in nature or determined to be incidental to such financial activities will be handled along functional
lines. Accordingly, activities of subsidiaries of a financial holding company will be regulated by the agency or
authorities with the most experience regulating that activity as it is conducted in a financial holding company.
Safe and Sound Banking Practices. Bank holding companies are not permitted to engage in unsafe and
unsound banking practices. The Federal Reserve Board’s Regulation Y, for example, generally requires a holding
company to give the Federal Reserve Board prior notice of any redemption or repurchase of its own equity securities
if the consideration to be paid, together with the consideration paid for any repurchases or redemptions in the
preceding year, is equal to 10% or more of the company’s consolidated net worth. The Federal Reserve Board may
oppose the transaction if it believes that the transaction would constitute an unsafe or unsound practice or would
violate any law or regulation. Depending upon the circumstances, the Federal Reserve Board could take the position
that paying a dividend would constitute an unsafe or unsound banking practice.
6
The Federal Reserve Board has broad authority to prohibit activities of bank holding companies and their
nonbanking subsidiaries which represent unsafe and unsound banking practices or which constitute violations of
laws or regulations, and can assess civil money penalties for certain activities conducted on a knowing and reckless
basis if those activities caused a substantial loss to a depository institution. The penalties can be in excess of $1.0
million for each day the activity continues.
Anti-Tying Restrictions. Bank holding companies and their affiliates are prohibited from tying the provision of
certain services, such as extensions of credit, to other services offered by a holding company or its affiliates.
Basel III Capital Adequacy Requirements. In July 2013, the Federal Reserve Board and the FDIC published
the Basel III Capital Rules establishing a new comprehensive capital framework for U.S. banking organizations. The
rules implemented the Basel Committee’s December 2010 framework known as “Basel III” for strengthening
international capital standards as well as certain provisions of the Dodd-Frank Act. The Basel III Capital Rules
define the components of capital and address other issues affecting the numerator in banking institutions’ regulatory
capital ratio calculations and also address risk weights and other issues affecting the denominator. The Basel III
Capital Rules became effective for the Company and the Bank on January 1, 2015, subject to a phase-in period for
certain provisions.
The Basel III Capital Rules, among other things, include a capital measure called “Common Equity Tier 1”
(“CET1”) and specify that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments meeting
specified requirements. The Basel III Capital Rules also provide for a number of deductions from and adjustments to
CET1. These include, for example, the requirement that certain deferred tax assets and significant investments in
non-consolidated financial entities be deducted from CET1 to the extent that any one such category exceeds 10% of
CET1 or all such items, in the aggregate, exceed 15% of CET1. Implementation of the deductions and other
adjustments to CET1 began on January 1, 2015 and are being phased-in over a four-year transition period
(beginning at 40% on January 1, 2015 and increasing by an additional 20% per year thereafter). In October 2017,
however, the banking agencies proposed rules to modify the thresholds for deductions from CET1 and in connection
with that rule proposal, in November 2017, extended the transition period for financial institutions with assets less
than $50 billion, like the Company and the Bank. Under the Basel III Capital Rules, trust preferred securities no
longer included in Tier 1 capital of bank holding companies may be included as Tier 2 capital on a permanent basis.
The Basel III Capital Rules also require a capital conservation buffer, composed entirely of CET1 that is
designed to absorb losses during periods of economic stress and has the effect of increasing the minimum required
risk-weighted capital ratios, but has no effect on the leverage ratio. The implementation of the capital conservation
buffer began on January 1, 2016 at the 0.625% level and is being phased in over a four-year period (increasing by
that amount on each subsequent January 1, until it reaches 2.5% on January 1, 2019). The required phase-in buffer
during 2017 was 1.25%. The Basel III Capital Rules also provide for a “countercyclical capital buffer” that is
applicable to only certain covered institutions and does not have any current applicability to the Company or the
Bank. Banking institutions with a ratio of CET1 to risk-weighted assets below the effective minimum (4.5% plus the
capital conservation buffer and, if applicable, the countercyclical capital buffer) face constraints on dividends, equity
repurchases and compensation based on the amount of the shortfall.
The minimum capital ratios under the Basel III Capital Rule, including the capital conservation buffer, that
were effective as of January 1, 2017 are (1) 5.75% CET1 to risk-weighted assets, (2) 7.25% Tier 1 capital to risk-
weighted assets, (3) 9.25% total capital (that is, Tier 1 plus Tier 2) to risk-weighted assets and (4) 4.0% Tier 1
capital to average quarterly assets as reported on consolidated financial statements (known as the “leverage ratio”).
As of December 31, 2017, the Company’s ratio of CET1 to risk-weighted assets was 15.08%, Tier 1 capital to risk-
weighted assets was 15.08%, total capital to risk-weighted assets was 15.74% and Tier 1 capital to average quarterly
assets was 9.31%.
When fully phased in on January 1, 2019, the Basel III Capital Rules will require the Company to maintain an
additional capital conservation buffer of 2.5% CET1, effectively resulting in minimum ratios of (1) CET1 to risk-
weighted assets of 7.0%, (2) Tier 1 capital to risk-weighted assets of 8.5%, (3) total capital to risk-weighted assets
of 10.5% and (4) a leverage ratio of 4.0%.
7
With respect to the Bank, the Basel III Capital Rules also revise the “prompt corrective action” regulations as
discussed below under “The Bank—Corrective Measures for Capital Deficiencies.”
The Basel III Capital Rules prescribe a standardized approach for risk weightings that expands the risk-
weighting categories from the general risk-based capital rules to a larger and more risk-sensitive number of
categories, depending on the nature of the assets, generally ranging from 0% for U.S. government and agency
securities, to 600% for certain equity exposures, and resulting in higher risk weights for a variety of asset categories.
The federal banking agencies’ risk-based and leverage capital ratios are minimum supervisory ratios generally
applicable to banking organizations that meet certain specified criteria. Banking organizations not meeting these
criteria are expected to operate with capital positions well above the minimum ratios. The federal bank regulatory
agencies may set capital requirements for a particular banking organization that are higher than the minimum ratios
when circumstances warrant. Federal Reserve Board guidelines also provide that banking organizations
experiencing internal growth or making acquisitions will be expected to maintain strong capital positions
substantially above the minimum supervisory levels, without significant reliance on intangible assets.
Liquidity Requirements. Historically, regulation and monitoring of bank and bank holding company liquidity
has been addressed as a supervisory matter, without required formulaic measures. The Basel III liquidity framework
requires banks and bank holding companies to measure their liquidity against specific liquidity tests that, although
similar in some respects to liquidity measures historically applied by banks and regulators for management and
supervisory purposes, are now required by regulation.
One test, referred to as the liquidity coverage ratio (“LCR”), is designed to ensure that a banking entity
maintains an adequate level of unencumbered high-quality liquid assets equal to the entity’s expected net cash
outflow for a 30-day time horizon (or, if greater, 25% of its expected total cash outflow) under an acute liquidity
stress scenario. The other test, referred to as the net stable funding ratio (“NSFR”), is designed to promote more
medium- and long-term funding of the assets and activities of banking entities over a one-year time horizon. Neither
the LCR rule nor the proposed NSFR rule apply to U.S. banking organizations with less than $50 billion in total
consolidated assets such as the Company and the Bank.
Imposition of Liability for Undercapitalized Subsidiaries. Bank regulators are required to take “prompt
corrective action” to resolve problems associated with insured depository institutions whose capital declines below
certain levels. In the event an institution becomes “undercapitalized,” it must submit a capital restoration plan. The
capital restoration plan will not be accepted by the regulators unless each company having control of the
undercapitalized institution guarantees the subsidiary’s compliance with the capital restoration plan up to a certain
specified amount. Any such guarantee from a depository institution’s holding company is entitled to a priority of
payment in bankruptcy.
The aggregate liability of the holding company of an undercapitalized bank is limited to the lesser of 5% of
the institution’s assets at the time it became undercapitalized or the amount necessary to cause the institution to be
“adequately capitalized.” The bank regulators have greater power in situations where an institution becomes
“significantly” or “critically” undercapitalized or fails to submit a capital restoration plan. For example, a bank
holding company controlling such an institution can be required to obtain prior Federal Reserve Board approval of
proposed dividends, or might be required to consent to a consolidation or to divest the troubled institution or other
affiliates.
Acquisitions by Bank Holding Companies. The BHCA requires every bank holding company to obtain the
prior approval of the Federal Reserve Board before it may acquire all or substantially all of the assets of any bank, or
ownership or control of any voting shares of any bank, if after such acquisition it would own or control, directly or
indirectly, 5% or more of the voting shares of such bank. In approving bank acquisitions by bank holding
companies, the Federal Reserve Board is required to consider, among other things, the financial and managerial
resources and future prospects of the bank holding company and the banks concerned, the convenience and needs of
the communities to be served and various competitive factors.
8
Control Acquisitions. The Change in Bank Control Act (“CBCA”) prohibits a person or group of persons from
acquiring “control” of a bank holding company unless the Federal Reserve Board has been notified and has not
objected to the transaction. Under a rebuttable presumption established by the Federal Reserve Board, the
acquisition of 10% or more of a class of voting stock of a bank holding company with a class of securities registered
under Section 12 of the Exchange Act, such as the Company, would, under the circumstances set forth in the
presumption, constitute acquisition of control of the Company.
In addition, a person may not acquire 25% (5% in the case of an acquiror that is a bank holding company) or
more of a bank holding company’s or bank’s voting securities, or otherwise obtain control or a controlling influence
over a bank holding company or bank without the approval of the Federal Reserve Board. In 2008, the Federal
Reserve Board issued a policy statement on equity investments in bank holding companies and banks, which allows
the Federal Reserve Board to generally be able to conclude that an entity’s investment is not “controlling” if the
entity does not own in excess of 15% of the voting power and 33% of the total equity of the bank holding company
or bank. Depending on the nature of the overall investment and the capital structure of the banking organization, the
Federal Reserve Board will permit, based on the policy statement, noncontrolling investments in the form of voting
and nonvoting shares that represent in the aggregate (1) less than one-third of the total equity of the banking
organization (and less than one-third of any class of voting securities, assuming conversion of all convertible
nonvoting securities held by the entity) and (2) less than 15% of any class of voting securities of the banking
organization.
The Volcker Rule. The Volcker Rule under the Dodd-Frank Act prohibits banks and their affiliates from
engaging in proprietary trading and investing in and sponsoring certain hedge funds and private equity funds. Since
neither the Company nor the Bank engages in the types of trading or investing covered by the Volcker Rule, the
Volcker Rule does not currently have any effect on the operations of the Company or the Bank.
The Bank
The Bank is a Texas-chartered banking association, the deposits of which are insured by the DIF of the FDIC.
The Bank is not a member of the Federal Reserve System, therefore the Bank is subject to supervision and
regulation by the FDIC and the Texas Department of Banking. Such supervision and regulation subject the Bank to
special restrictions, requirements, potential enforcement actions and periodic examination by the FDIC and the
Texas Department of Banking. Because the Federal Reserve Board regulates the Company, the Federal Reserve
Board also has supervisory authority which affects the Bank. Further, because the Bank has total assets of over $10
billion, the Bank is also subject to supervision and regulation by the Consumer Financial Protection Bureau
(“CFPB”). The CFPB regulates the offering and provision of consumer financial products and services under the
federal consumer financial laws.
Equivalence to National Bank Powers. The Texas Constitution, as amended in 1986, provides that a Texas-
chartered bank has the same rights and privileges that are or may be granted to national banks domiciled in Texas.
To the extent that the Texas laws and regulations may have allowed state-chartered banks to engage in a broader
range of activities than national banks, the Federal Deposit Insurance Corporation Improvement Act (“FDICIA”) has
operated to limit this authority. FDICIA provides that no state bank or subsidiary thereof may engage as principal in
any activity not permitted for national banks, unless the institution complies with applicable capital requirements
and the FDIC determines that the activity poses no significant risk to the DIF. In general, statutory restrictions on the
activities of banks are aimed at protecting the safety and soundness of depository institutions.
Financial Modernization. Under the Gramm-Leach-Bliley Act, a national bank may establish a financial
subsidiary and engage, subject to limitations on investment, in activities that are financial in nature, other than
insurance underwriting as principal, insurance company portfolio investment, real estate development, real estate
investment, annuity issuance and merchant banking activities. To do so, a bank must be well capitalized, well
managed and have a CRA rating of satisfactory or better. Subsidiary banks of a financial holding company or
national banks with financial subsidiaries must remain well capitalized and well managed in order to continue to
engage in activities that are financial in nature without regulatory actions or restrictions, which could include
divestiture of the financial-in-nature subsidiary or subsidiaries. In addition, a financial holding company or a bank
may not acquire a company that is engaged in activities that are financial in nature unless each of the subsidiary
banks of the financial holding company or the bank has a CRA rating of satisfactory or better.
9
Although the powers of state chartered banks are not specifically addressed in the Gramm-Leach-Bliley Act,
Texas-chartered banks such as the Bank, will have the same if not greater powers as national banks through the
parity provision contained in the Texas Constitution.
Branching. Pursuant to the Dodd-Frank Act, banks are permitted to engage in de novo interstate branching if
the laws of the state where the new branch is to be established would permit the establishment of the branch if it
were chartered by such state, subject to applicable regulatory review and approval requirements. The Dodd-Frank
Act also modified certain regulatory requirements for interstate mergers and acquisitions, including that the
acquiring bank must be well capitalized and well managed. Texas law provides that a Texas-chartered bank can
establish a branch anywhere in Texas or any other state, subject to federal law requirements, provided that the
branch is approved in advance by the Texas Department of Banking. The branch must also be approved by the
FDIC, which considers a number of factors, including financial history, capital adequacy, earnings prospects,
character of management, needs of the community and consistency with corporate powers.
Restrictions on Transactions with Affiliates and Insiders. Transactions between the Bank and its nonbanking
affiliates, including the Company, are subject to Section 23A and Section 23B of the Federal Reserve Act. In
general, Section 23A imposes limits on the amount of such transactions to 10% of the Bank’s capital stock and
surplus and requires that such transactions be secured by designated amounts of specified collateral. It also limits the
amount of advances to third parties which are collateralized by the securities or obligations of the Company or its
subsidiaries. Section 23B generally requires that certain transactions between the Bank and its affiliates be on terms
substantially the same, or at least as favorable to the Bank, as those prevailing at the time for comparable
transactions with or involving other nonaffiliated persons.
Loans to directors, executive officers, principal shareholders and their related interests (collectively referred to
herein as “insiders”) are subject to restrictions contained in the Federal Reserve Act and Regulation O, which apply
to all insured institutions and their subsidiaries and holding companies. Insiders are subject to enforcement actions
for knowingly accepting loans in violation of applicable restrictions.
Restrictions on Distribution of Subsidiary Bank Dividends and Assets. Dividends paid by the Bank have
provided a substantial part of the Company’s operating funds and for the foreseeable future it is anticipated that
dividends paid by the Bank to the Company will continue to be the Company’s principal source of operating funds.
Capital adequacy requirements serve to limit the amount of dividends that may be paid by the Bank. Under federal
law, the Bank cannot pay a dividend if, after paying the dividend, the Bank will be “undercapitalized.” The FDIC
may declare a dividend payment to be unsafe and unsound even though the Bank would continue to meet its capital
requirements after the dividend. The Bank is also subject to limitations on the payment of dividends under Texas
law. Because the Company is a legal entity separate and distinct from its subsidiaries, its right to participate in the
distribution of assets of any subsidiary upon the subsidiary’s liquidation or reorganization will be subject to the prior
claims of the subsidiary’s creditors. In the event of a liquidation or other resolution of an insured depository
institution, the claims of depositors and other general or subordinated creditors are entitled to a priority of payment
over the claims of holders of any obligation of the institution to its shareholders, including any depository institution
holding company (such as the Company) or any shareholder or creditor thereof.
Consumer Financial Protection. The Bank is subject to a number of federal and state consumer protection
laws that extensively govern its relationship with its customers. These laws include the Equal Credit Opportunity
Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Truth in Savings Act, the Electronic Fund Transfer
Act, the Expedited Funds Availability Act, the Home Mortgage Disclosure Act, the Fair Housing Act, the Real
Estate Settlement Procedures Act, the Fair Debt Collection Practices Act, the Service Members Civil Relief Act and
these laws’ respective state-law counterparts, as well as state usury laws and laws regarding unfair and deceptive
acts and practices. These and other federal laws, among other things, require disclosures of the cost of credit and
terms of deposit accounts, provide substantive consumer rights, prohibit discrimination in credit transactions,
regulate the use of credit report information, provide financial privacy protections, prohibit unfair, deceptive and
abusive practices, restrict the Bank’s ability to raise interest rates and subject the Bank to substantial regulatory
oversight. Violations of applicable consumer protection laws can result in significant potential liability from
litigation brought by customers, including actual damages, restitution and attorneys’ fees. Federal bank regulators,
state attorneys general and state and local consumer protection agencies may also seek to enforce consumer
protection requirements and obtain these and other remedies, including regulatory sanctions, customer rescission
rights and civil money penalties in each jurisdiction in which the Bank operates. Failure to comply with consumer
10
protection requirements may also result in the Bank’s failure to obtain any required regulatory approval for merger
or other acquisition transactions the Bank may wish to pursue or its prohibition from engaging in such transactions
even if approval is not required.
The Dodd-Frank Act established the CFPB, which has supervisory, examination and enforcement authority
over depository institutions with total assets of $10 billion or greater and other providers of consumer financial
products or services. The CFPB has broad rulemaking authority for a wide range of federal consumer financial laws,
including, among other things, the authority to prohibit “unfair, deceptive or abusive” acts and practices. The CFPB
can issue cease-and-desist orders against banks and other entities that violate federal consumer financial laws and
may also institute a civil action against an entity in violation of federal consumer financial law in order to impose a
civil penalty or injunction.
Customer Information Security. The federal banking agencies have adopted guidelines for safeguarding
confidential, personal, nonpublic customer information. These guidelines require each financial institution, under the
supervision and ongoing oversight of its board of directors or an appropriate committee thereof, to create, implement
and maintain a comprehensive written information security program designed to ensure the security and
confidentiality of customer information, protect against any anticipated threats or hazard to the security or integrity
of such information and protect against unauthorized access to or use of such information that could result in
substantial harm or inconvenience to any customer. The Bank has adopted a customer information security program
to comply with these requirements.
Examinations. The FDIC periodically examines and evaluates state non-member banks, like the Bank. The
Texas Department of Banking also conducts examinations of Texas-chartered banks, but may accept the results of a
federal examination in lieu of conducting an independent examination. Additionally, the FDIC and Texas
Department of Banking may elect to conduct a joint examination. Because the Bank has total assets of over $10
billion, the CFPB also has examination authority with respect to the Bank’s compliance with federal consumer
protection laws.
Capital Adequacy Requirements. The FDIC has adopted regulations establishing minimum requirements for
the capital adequacy of insured institutions. The FDIC may establish higher minimum requirements if, for example,
a bank has previously received special attention or has a high susceptibility to interest rate risk.
The FDIC’s risk-based capital guidelines generally require state banks to have minimum ratios of CET1 to
risk-weighted assets of 4.5%, Tier 1 capital to total risk-weighted assets of 6.0% and total capital to total risk-
weighted assets of 8.0%. The capital categories have the same definitions for the Bank as for the Company. As of
December 31, 2017, the Bank’s ratio of CET1 to risk-weighted assets was 14.98%, Tier 1 capital to total risk-
weighted assets was 14.98% and its ratio of total capital to total risk-weighted assets was 15.65%.
The FDIC’s leverage guidelines require state banks to maintain Tier 1 capital of no less than 4.0% of average
total assets. As of December 31, 2017, the Bank’s ratio of Tier 1 capital to average quarterly assets (leverage ratio)
was 9.25%.
Corrective Measures for Capital Deficiencies. The federal banking regulators are required to take “prompt
corrective action” with respect to capital-deficient institutions. Agency regulations define, for each capital category,
the levels at which institutions are “well-capitalized,” “adequately capitalized,” “undercapitalized,” “significantly
undercapitalized” and “critically undercapitalized.”
(cid:129)
(cid:129)
A bank is “well capitalized” if it has a total risk-based capital ratio of 10.0% or higher; a CET1 capital
ratio of 6.5% or higher; a Tier 1 risk-based capital ratio of 8.0% or higher; a leverage ratio of 5.0% or
higher; and is not subject to any written agreement, order or directive requiring it to maintain a specific
capital level for any capital measure.
A bank is “adequately capitalized” if it has a total risk-based capital ratio of 8.0% or higher; a CET1
capital ratio of 4.5% or higher; a Tier 1 risk-based capital ratio of 6.0% or higher; a leverage ratio of
4.0% or higher; and does not meet the criteria for a well capitalized bank.
11
(cid:129)
(cid:129)
(cid:129)
A bank is “undercapitalized” if it has a total risk-based capital ratio of less than 8.0%; a CET1 capital
ratio less than 4.5%; a Tier 1 risk-based capital ratio of less than 6.0% or a leverage ratio of less than
4.0%.
A bank is “significantly undercapitalized” if it has a total risk-based capital ratio of less than 6.0%; a
CET1 capital ratio less than 3.0%; a Tier 1 risk-based capital ratio of less than 4.0% or a leverage ratio
of less than 3.0%.
A bank is “critically undercapitalized” if it has a tangible equity ratio to total assets that is equal to or
less than 2.0%.
At December 31, 2017, the Bank was classified as “well-capitalized” for purposes of the FDIC’s prompt
corrective action regulations in effect as of such date.
In addition to requiring undercapitalized institutions to submit a capital restoration plan, agency regulations
contain broad restrictions on certain activities of undercapitalized institutions including asset growth, acquisitions,
branch establishment and expansion into new lines of business. With certain exceptions, an insured depository
institution is prohibited from making capital distributions, including dividends, and is prohibited from paying
management fees to control persons if the institution would be undercapitalized after any such distribution or
payment.
As an institution’s capital decreases, the FDIC’s enforcement powers become more severe. A significantly
undercapitalized institution is subject to mandated capital raising activities, restrictions on interest rates paid and
transactions with affiliates, removal of management and other restrictions. The FDIC has only very limited
discretion in dealing with a critically undercapitalized institution and is virtually required to appoint a receiver or
conservator.
Banks with risk-based capital and leverage ratios below the required minimums may also be subject to certain
administrative actions, including the termination of deposit insurance upon notice and hearing, or a temporary
suspension of insurance without a hearing in the event the institution has no tangible capital.
Deposit Insurance Assessments. The deposits of the Bank are insured up to applicable limits by the DIF, and
the Bank must pay deposit insurance assessments to the FDIC for such deposit insurance protection. A depository
institution’s DIF assessment is calculated by multiplying its assessment rate by the assessment base, which is
defined as the average consolidated total assets less the average tangible equity of the depository institution. The
initial base assessment rate is based on its capital level and CAMELS ratings, certain financial measures to assess an
institution’s ability to withstand asset related stress and funding related stress and, in some cases, additional
discretionary adjustments by the FDIC to reflect additional risk factors.
The FDIC’s current DIF restoration plan is designed to ensure that the fund reserve ratio reaches 1.35% by
September 30, 2020, as required by the Dodd-Frank Act. At least semi-annually, the FDIC updates its loss and
income projections for the fund and, if needed, increases or decreases assessment rates, following notice-and-
comment rulemaking, if required.
In August 2016, the FDIC announced that the DIF reserve ratio had surpassed 1.15% as of June 30, 2016. As a
result, beginning in the third quarter of 2016, the initial assessment ranges for all institutions were adjusted
downward such that the initial base deposit insurance assessment rate ranges from three to 30 basis points on an
annualized basis (basis points representing cents per $100 of assessable assets). After the effect of potential base-rate
adjustments, the total base assessment rate could range from 1.5 to 40 basis points on an annualized basis.
Interchange Fees. Under the Durbin Amendment to the Dodd-Frank Act, the Federal Reserve Board adopted
rules establishing standards for assessing whether the interchange fees that may be charged with respect to certain
electronic debit transactions are “reasonable and proportional” to the costs incurred by issuers for processing such
transactions. Interchange fees, or “swipe” fees, are charges that merchants pay to the Bank and other card-issuing
banks for processing electronic payment transactions. Federal Reserve Board rules applicable to financial
institutions that have assets of $10 billion or more provide that the maximum permissible interchange fee for an
12
electronic debit transaction is the sum of 21 cents per transaction and 5 basis points multiplied by the value of the
transaction. An upward adjustment of no more than 1 cent to an issuer’s debit card interchange fee is allowed if the
card issuer develops and implements policies and procedures reasonably designed to achieve certain fraud-
prevention standards. The Federal Reserve Board also has rules governing routing and exclusivity that require
issuers to offer at least two unaffiliated networks for routing transactions on each debit or prepaid product.
Concentrated Commercial Real Estate Lending Regulations. The federal banking agencies, including the
FDIC, have promulgated guidance governing financial institutions with concentrations in commercial real estate
lending. The guidance provides that a bank has a concentration in commercial real estate lending if (1) total reported
loans for construction, land development and other land represent 100% or more of total capital or (2) total reported
loans secured by multifamily and non-farm residential properties and loans for construction, land development and
other land represent 300% or more of total capital and the bank’s commercial real estate loan portfolio has increased
50% or more during the prior 36 months. Owner occupied loans are excluded from this second category. If a
concentration is present, management must employ heightened risk management practices that address the following
key elements: including board and management oversight and strategic planning, portfolio management,
development of underwriting standards, risk assessment and monitoring through market analysis and stress testing,
and maintenance of increased capital levels as needed to support the level of commercial real estate lending.
Community Reinvestment Act. The Community Reinvestment Act of 1977 (“CRA”) and the regulations issued
thereunder are intended to encourage banks to help meet the credit needs of their communities, including low and
moderate income neighborhoods, consistent with the safe and sound operations of the banks. These regulations also
provide for regulatory assessment of a bank’s CRA record when considering applications to establish branches,
merger applications and applications to acquire the assets and assume the liabilities of another bank. The Financial
Institutions Reform, Recovery, and Enforcement Act (“FIRREA”) requires federal banking agencies to make public
a rating of a bank’s performance under the CRA. In the case of a financial holding company or a bank holding
company, the CRA performance records of the banks involved in the transaction are reviewed in connection with the
filing of an application to acquire ownership or control of shares or assets of a bank or to merge with any other bank
holding company. An unsatisfactory record can substantially delay or block the transaction.
Anti-Money Laundering and Anti-Terrorism Legislation. A major focus of governmental policy on financial
institutions in recent years has been aimed at combating money laundering and terrorist financing. The USA
PATRIOT Act of 2001 (the “USA Patriot Act”) substantially broadened the scope of United States anti-money
laundering laws and regulations by imposing significant new compliance and due diligence obligations, creating
new crimes and penalties and expanding the extra-territorial jurisdiction of the United States. The United States
Treasury Department has issued and, in some cases, proposed a number of regulations that apply various
requirements of the USA Patriot Act to financial institutions. These regulations impose obligations on financial
institutions to maintain appropriate policies, procedures and controls to detect, prevent and report money laundering
and terrorist financing and to verify the identity of their customers. The regulations also impose specific due
diligence requirements on financial institutions that maintain correspondent or private banking relationships with
non-U.S. financial institutions or persons. Failure of a financial institution to maintain and implement adequate
programs to combat money laundering and terrorist financing, or to comply with all of the relevant laws or
regulations, could have serious legal and reputational consequences for the institution and could block or
substantially delay a merger or other acquisition transaction.
Office of Foreign Assets Control Regulation. The United States has imposed economic sanctions that affect
transactions with designated foreign countries, nationals and others. These are typically known as the “OFAC” rules
based on their administration by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”). The
OFAC-administered sanctions targeting countries take many different forms. Generally, however, they contain one
or more of the following elements: (1) restrictions on trade with or investment in a sanctioned country, including
prohibitions against direct or indirect imports from and exports to a sanctioned country and prohibitions on
“U.S. persons” engaging in financial transactions relating to making investments in, or providing investment-related
advice or assistance to, a sanctioned country; and (2) a blocking of assets in which the government or specially
designated nationals of the sanctioned country have an interest, by prohibiting transfers of property subject to
U.S. jurisdiction (including property in the possession or control of U.S. persons). Blocked assets (e.g., property and
bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC.
13
Failure to comply with these sanctions could have serious legal and reputational consequences, including substantial
delay or blocking of a merger or other acquisition transaction.
Incentive Compensation. In June 2010, the Federal Reserve Board, OCC and FDIC issued comprehensive
final guidance on incentive compensation policies intended to ensure that the incentive compensation policies of
banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive
risk-taking. The guidance, which covers all employees that have the ability to materially affect the risk profile of an
organization, either individually or as part of a group, is based upon the key principles that a banking organization’s
incentive compensation arrangements should (1) provide incentives that do not encourage risk-taking beyond the
organization’s ability to effectively identify and manage risks, (2) be compatible with effective internal controls and
risk management and (3) be supported by strong corporate governance, including active and effective oversight by
the organization’s Board of Directors.
These three principles are incorporated into the proposed revised rules on incentive-based payment
arrangements at specified covered institutions released in May 2016 by a number of federal agencies, including the
Federal Reserve Board, FDIC and SEC. The proposed revised rules would establish general qualitative
requirements applicable to all covered institutions, including the Company and the Bank, that have at least $1 billion
in total assets, which would include (1) prohibiting incentive arrangements that encourage inappropriate risks by
providing excessive compensation; (2) prohibiting incentive arrangements that encourage inappropriate risks that
could lead to a material financial loss; (3) establishing requirements for performance measures to appropriately
balance risk and reward; (4) requiring Board of Director oversight of incentive arrangements; and (5) mandating
appropriate record-keeping. Under the proposed rule, larger financial institutions with total consolidated assets of at
least $50 billion would also be subject to additional requirements.
The Federal Reserve Board and FDIC review, as part of the regular, risk-focused examination process, the
incentive compensation arrangements of banking organizations, such as the Company, that are not “large, complex
banking organizations.” These reviews are tailored to each organization based on the scope and complexity of the
organization’s activities and the prevalence of incentive compensation arrangements. The findings of this
supervisory initiative will be included in reports of examination. Deficiencies will be incorporated into the
organization’s supervisory ratings, which can affect the organization’s ability to make acquisitions and take other
actions. Enforcement actions may be taken against a banking organization if its incentive compensation
arrangements, or related risk-management control or governance processes, pose a risk to the organization’s safety
and soundness and the organization is not taking prompt and effective measures to correct the deficiencies.
Legislative and Regulatory Initiatives
From time to time, various legislative and regulatory initiatives are introduced in Congress and state
legislatures, as well as by regulatory agencies. Such initiatives may include proposals to expand or contract the
powers of bank holding companies and depository institutions or proposals to substantially change the financial
institution regulatory system. Such legislation could change banking statutes and the operating environment of the
Company in substantial and unpredictable ways. If enacted, such legislation could increase or decrease the cost of
doing business, limit or expand permissible activities or affect the competitive balance among banks, savings
associations, credit unions, and other financial institutions. The Company cannot predict whether any such
legislation will be enacted, and, if enacted, the effect that it, or any implementing regulations, would have on the
financial condition or results of operations of the Company. A change in statutes, regulations or regulatory policies
applicable to the Company or the Bank could have a material effect on the Company’s business, financial condition
and results of operations. In addition, the recent change in federal administration in the United States, has added
additional uncertainty to the implementation, scope and timing of regulatory reforms.
14
Effect on Economic Environment
The policies of regulatory authorities, including the monetary policy of the Federal Reserve Board, have a
significant effect on the operating results of bank holding companies and their subsidiaries. Among the means
available to the Federal Reserve Board to affect the money supply are open market operations in U.S. government
securities, changes in the discount rate on member bank borrowings and changes in reserve requirements against
member bank deposits. These means are used in varying combinations to influence overall growth and distribution
of bank loans, investments and deposits; and their use may affect interest rates charged on loans or paid for deposits.
Federal Reserve Board monetary policies have materially affected the operating results of commercial banks
in the past and are expected to continue to do so in the future. The nature of future monetary policies and the effect
of such policies on the business and earnings of the Company and its subsidiaries cannot be predicted.
ITEM 1A. RISK FACTORS
An investment in the Company’s common stock involves risks. The following is a description of the material
risks and uncertainties that the Company believes affect its business and an investment in the common stock.
Additional risks and uncertainties that the Company is unaware of, or that it currently deems immaterial, also may
become important factors that affect the Company and its business. If any of the risks described in this Annual
Report on Form 10-K were to occur, the Company’s financial condition, results of operations and cash flows could
be materially and adversely affected. If this were to happen, the value of the common stock could decline
significantly and all or part of an investment could be lost.
Risks Associated with the Company’s Business
The Company’s business is subject to interest rate risk, and fluctuations in interest rates may adversely affect its
financial condition and results of operations.
The majority of the Company’s assets are monetary in nature, and, as a result, the Company is subject to
significant risk from changes in interest rates. Changes in interest rates can impact the Company’s net interest
income as well as the valuation of its assets and liabilities. The Company’s earnings are significantly dependent on
its net interest income. Net interest income is the difference between the interest income earned on loans,
investments and other interest-earning assets and the interest expense paid on deposits, borrowings and other
interest-bearing liabilities.
Changes in monetary policy, including changes in interest rates, could influence the interest the Company
receives on loans and securities and the amount of interest it pays on deposits and borrowings, and could also affect
(1) the Company’s ability to originate loans and obtain deposits, (2) the fair value of the Company’s financial assets
and liabilities and (3) the average duration of the Company’s mortgage-backed securities portfolio. If the interest
rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and
other investments, the Company’s net interest income, and therefore earnings, could be adversely affected. Earnings
also could be adversely affected if the interest rates received on loans and other investments decrease more quickly
than the interest rates paid on deposits and other borrowings. Further, the Company’s assets and liabilities may react
differently to changes in overall market rates or conditions because there may be mismatches between the repricing
or maturity characteristics of the assets and liabilities. Any substantial, unexpected, prolonged change in market
interest rates could have a material adverse effect on the Company’s business, financial condition and results of
operations.
The Company’s business depends on its ability to successfully manage credit risk.
Our business depends on our ability to successfully measure and manage credit risk. As a lender, we are
exposed to the risk that the principal of, or interest on, a loan will not be repaid timely or at all or that the value of
any collateral supporting a loan will be insufficient to cover our outstanding exposure. In addition, we are exposed
to risks with respect to the period of time over which the loan may be repaid, risks relating to proper loan
underwriting, risks resulting from changes in economic and industry conditions, and risks inherent in dealing with
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individual loans and borrowers. The creditworthiness of a borrower is affected by many factors including local
market conditions and general economic conditions. If the overall economic climate in the United States, generally,
or our market areas, specifically, experiences material disruption, our borrowers may experience difficulties in
repaying their loans, the collateral we hold may decrease in value or become illiquid, and the level of nonperforming
loans, charge-offs and delinquencies could rise and require significant additional provisions for credit losses.
Additional factors related to the credit quality of commercial loans include the quality of the management of the
business and the borrower’s ability both to properly evaluate changes in the supply and demand characteristics
affecting their market for products and services and to effectively respond to those changes. Additional factors
related to the credit quality of commercial real estate loans include tenant vacancy rates and the quality of
management of the property.
Our risk management practices, such as monitoring the concentration of our loans within specific industries
and our credit approval, review and administrative practices, may not adequately reduce credit risk, and our credit
administration personnel, policies and procedures may not adequately adapt to changes in economic or any other
conditions affecting customers and the quality of the loan portfolio. Many of our loans are made to small and
medium-sized businesses that are less able to withstand competitive, economic and financial pressures than larger
borrowers. Consequently, we may have significant exposure if any of these borrowers becomes unable to pay their
loan obligations as a result of economic or market conditions, or personal circumstances, such as divorce or death. A
failure to effectively measure and limit the credit risk associated with our loan portfolio may result in loan defaults,
foreclosures and additional charge-offs, and may necessitate that we significantly increase our allowance for credit
losses, each of which could adversely affect our net income. As a result, our inability to successfully manage credit
risk could have a material adverse effect on our business, financial condition and results of operations.
The Company’s allowance for credit losses may not be sufficient to cover actual credit losses, which could
adversely affect its earnings.
As a lender, the Company is exposed to the risk that its loan customers may not repay their loans according to
the terms of these loans and the collateral securing the payment of these loans may be insufficient to fully
compensate the Company for the outstanding balance of the loan plus the costs to dispose of the collateral. The
Company maintains an allowance for credit losses in an attempt to cover estimated losses inherent in its loan
portfolio. Additional credit losses will likely occur in the future and may occur at a rate greater than the Company
has experienced to date. The determination of the appropriate level of the allowance inherently involves a high
degree of subjectivity and requires the Company to make significant estimates of current credit risks, future trends
and general economic conditions, all of which may undergo material changes. If the Company’s assumptions prove
to be incorrect or if it experiences significant credit losses in future periods, its current allowance may not be
sufficient to cover actual credit losses and adjustments may be necessary to allow for different economic conditions
or adverse developments in its loan portfolio. A material addition to the allowance could cause net income, and
possibly capital, to decrease.
In addition, federal and state regulators periodically review the Company’s allowance for credit losses and
may require the Company to increase its provision for credit losses or recognize further charge-offs, based on
judgments different than those of the Company’s management. An increase in the Company’s allowance for credit
losses or charge-offs as required by these regulatory agencies could have a material adverse effect on the Company’s
operating results and financial condition.
In addition, in June 2016, the Financial Accounting Standards Board issued a new accounting standard that
will replace the current approach under GAAP for establishing allowances for credit losses, which generally
considers only past event and current conditions, with a forward-looking methodology that reflects the expected
credit losses over the lives of financial assets, starting when such assets are first acquired. Under the revised
methodology, credit losses will be measured based on past events, current conditions and reasonable and supportable
forecasts that affect the collectability of financial assets. The standard is expected to result in increases to allowance
levels generally and will require the application of the revised methodology to existing financial assets through a
one-time adjustment to retained earnings upon initial effectiveness. The standard will be effective for us beginning
in 2020. See “Notes to Consolidated Financial Statements—Note 1—Summary of Accounting Policies—Pending
Accounting Pronouncements” for additional information about the standard.
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The Company’s profitability depends significantly on local economic conditions.
The Company’s success depends primarily on the general economic conditions of the primary markets in
Texas and Oklahoma in which it operates and where its loans are concentrated. The local economic conditions in
Texas and Oklahoma have a significant impact on the Company’s commercial, real estate and construction, land
development and other land loans; the ability of its borrowers to repay their loans; and the value of the collateral
securing these loans. Accordingly, if the population or income growth in the Company’s market areas is slower than
projected, income levels, deposits and housing starts could be adversely affected and could result in a reduction of
the Company’s expansion, growth and profitability. In addition, due to the large number of oil and gas companies in
the Company’s market areas, the volatility in oil prices may negatively impact economic conditions in these areas. If
the Company’s market areas experience a downturn or a recession for a prolonged period of time, the Company
could experience significant increases in nonperforming loans, which could lead to operating losses, impaired
liquidity and eroding capital. A significant decline in general economic conditions, caused by inflation, a decline in
commodity prices, recession, weather extremes, acts of terrorism, outbreaks of hostilities or other international or
domestic calamities, unemployment or other factors could impact these local economic conditions and could
negatively affect the Company’s financial condition, results of operations and cash flows.
If the Company is not able to continue its historical levels of growth, it may not be able to maintain its historical
earnings trends.
To achieve its past levels of growth, the Company has focused on both internal growth and acquisitions. The
Company may not be able to sustain its historical rate of growth or may not be able to grow at all. More specifically,
the Company may not be able to obtain the financing necessary to fund additional growth and may not be able to
find suitable acquisition candidates. Various factors, such as economic conditions, competition and heightened
regulatory scrutiny, may impede or prohibit the opening of new banking centers and the completion of acquisitions.
Further, the Company may be unable to attract and retain experienced bankers, which could adversely affect its
internal growth. If the Company is not able to continue its historical levels of growth, it may not be able to maintain
its historical earnings trends.
If the Company is unable to manage its growth effectively, its operations and profitability could be negatively
affected.
The Company faces a variety of risks and difficulties pursuing its growth strategy, including:
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finding suitable markets for expansion;
finding suitable candidates for acquisition;
attracting funding to support additional growth;
maintaining asset quality;
attracting and retaining qualified management;
managing execution risks;
maintaining adequate regulatory capital; and
scaling technology platforms.
In addition, in order to manage its growth and maintain adequate information and reporting systems within its
organization, the Company must identify, hire and retain additional qualified associates, particularly in the
accounting and operational areas of its business.
If the Company does not manage its growth effectively, its business, financial condition, results of operations
and future prospects could be negatively affected, and the Company may not be able to continue to implement its
business strategy and successfully conduct its operations.
17
If the Company is unable to identify and acquire other financial institutions and successfully integrate its
acquired businesses, its business and earnings may be negatively affected.
The market for acquisitions remains highly competitive, and the Company may be unable to find acquisition
candidates in the future that fit its acquisition and growth strategy. To the extent that the Company is unable to find
suitable acquisition candidates, an important component of its growth strategy may be lost.
Acquisitions of financial institutions involve operational risks and uncertainties and acquired companies may
have unforeseen liabilities, exposure to asset quality problems, key employee and customer retention problems and
other problems that could negatively affect the Company’s organization. The Company may not be able to complete
future acquisitions; and, if completed, the Company may not be able to successfully integrate the operations,
management, products and services of the entities that it acquires and eliminate redundancies. The integration
process could result in the loss of key employees or disruption of the combined entity’s ongoing business or
inconsistencies in standards, controls, procedures and policies that adversely affect the Company’s ability to
maintain relationships with customers and employees or achieve the anticipated benefits of the transaction. The
integration process may also require significant time and attention from the Company’s management that they would
otherwise direct at servicing existing business and developing new business. The Company’s inability to find
suitable acquisition candidates or failure to successfully integrate the entities it acquires into its existing operations
may increase its operating costs significantly and adversely affect its business and earnings.
The Company’s dependence on loans secured by real estate subjects it to risks relating to fluctuations in the real
estate market that could adversely affect its financial condition, results of operations and cash flows.
Approximately 80.5% of the Company’s total loans as of December 31, 2017 consisted of loans included in
the real estate loan portfolio, with 38.1% in commercial real estate (including farmland and multifamily residential),
27.3% in residential real estate (including home equity) and 15.1% in construction, land development and other land
loans. The real estate collateral in each case provides an alternate source of repayment in the event of default by the
borrower and may deteriorate in value during the time the credit is extended. A weakening of the real estate market
in the Company’s primary market areas could have an adverse effect on the demand for new loans, the ability of
borrowers to repay outstanding loans, the value of real estate and other collateral securing the loans and the value of
real estate owned by the Company. If real estate values decline, it is also more likely that the Company would be
required to increase its allowance for credit losses, which could adversely affect its financial condition, results of
operations and cash flows.
The Company’s commercial real estate and commercial loans expose it to increased credit risks, and these risks
will increase if the Company succeeds in increasing these types of loans.
The Company, while maintaining its conservative approach to lending, has emphasized both new and existing
loan products, focusing on managing its commercial real estate (including farmland and multifamily residential) and
commercial loan portfolios, and intends to continue to increase its lending activities and acquire loans in possible
future acquisitions. As a result, commercial real estate and commercial loans as a proportion of its portfolio could
increase. As of December 31, 2017, commercial real estate (including farmland and multifamily residential) and
commercial loans totaled $5.30 billion. In general, commercial real estate loans and commercial loans yield higher
returns and often generate a deposit relationship, but also pose greater credit risks than do owner-occupied
residential real estate loans. These types of loans are also typically larger than residential real estate
loans. Accordingly, the deterioration of one or several of these loans could cause a significant increase in
nonperforming loans, which could result in a loss of earnings from these loans and an increase in the provision for
credit losses and net charge-offs.
The Company makes both secured and some unsecured commercial loans. Unsecured loans generally involve
a higher degree of risk of loss than do secured loans because, without collateral, repayment is wholly dependent
upon the success of the borrowers’ businesses. Secured commercial loans are generally collateralized by accounts
receivable, inventory, equipment or other assets owned by the borrower and include a personal guaranty of the
business owner. Compared to real estate, that type of collateral is more difficult to monitor, its value is harder to
ascertain, it may depreciate more rapidly and it may not be as readily saleable if repossessed. Further, commercial
loans generally will be serviced primarily from the operation of the business, which may not be successful, while
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commercial real estate loans generally will be serviced from income on the properties securing the loans. As the
Company’s various commercial loan portfolios increase, the corresponding risks and potential for losses from these
loans will also increase.
Failure to compete effectively for customers could adversely affect the Company’s growth and profitability, which
could have a material adverse effect on the Company’s business, financial condition and results of operations.
The Company faces substantial competition in all areas of its operations from a variety of different
competitors, many of which are larger and may have more financial resources. These competitors primarily include
national, regional, and community banks within the various markets where the Company operates. The Company
also faces competition from many other types of financial institutions, including savings and loans, credit unions,
finance companies, brokerage firms, insurance companies and other financial intermediaries. The financial services
industry could become even more competitive as a result of legislative, regulatory and technological changes and
continued consolidation. Also, technology and other changes have lowered barriers to entry and made it possible for
non-banks to offer products and services functionally equivalent to those provided by banks. The process of
eliminating banks as intermediaries, known as “disintermediation,” could result in the loss of fee income, as well as
the loss of customer deposits and the related income generated from those deposits. Further, many of the Company’s
competitors have fewer regulatory constraints and may have lower cost structures. Additionally, due to their size,
many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products
and services as well as better pricing for those products and services than the Company can. Failure to compete
effectively for deposit, loan and other banking customers in the Company’s market areas could adversely affect the
Company’s growth and profitability, which, in turn, could have a material adverse effect on the Company’s
business, financial condition and results of operations.
Liquidity risk could impair the Company’s ability to fund operations and jeopardize its financial condition.
Liquidity is essential to the Company’s business. An inability to raise funds through deposits, borrowings, the
sale of loans and other sources could have a substantial negative effect on its liquidity. The Company’s access to
funding sources in amounts adequate to finance its activities or on terms which are acceptable to it could be
impaired by factors that affect the Company specifically or the financial services industry or economy in general.
Factors that could detrimentally impact the Company’s access to liquidity sources include a decrease in the level of
its business activity as a result of a downturn in the markets in which its loans are concentrated or adverse regulatory
action against it. The Company’s ability to borrow could also be impaired by factors that are not specific to it, such
as a disruption in the financial markets or negative views and expectations about the prospects for the financial
services industry in light of the recent turmoil faced by banking organizations and the continued deterioration in
credit markets.
We rely on customer deposits as a significant source of funding, and our deposits may decrease in the future.
We rely on customer deposits as a significant source of funding. Competition among U.S. banks for customer
deposits is intense, and may increase the cost of deposits or prevent new deposits, and may otherwise negatively
affect our ability to grow our deposit base. Our deposit accounts may decrease in the future, and any such decrease
could have an adverse impact on our sources of funding, which impact could be material. Any changes we make to
the rates offered on our deposit products to remain competitive with other financial institutions may adversely affect
our profitability and liquidity. The demand for the deposit products we offer may also be reduced due to a variety of
factors such as demographic patterns, changes in customer preferences, reductions in consumers’ disposable income,
regulatory actions that decrease customer access to particular products or the availability of competing products.
If the goodwill that the Company recorded in connection with a business acquisition becomes impaired, it could
require charges to earnings.
Goodwill represents the amount by which the acquisition cost exceeds the fair value of net assets the
Company acquired in the purchase of another financial institution. The Company reviews goodwill for impairment
at least annually, or more frequently if events or changes in circumstances indicate the carrying value of the asset
might be impaired.
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The Company determines impairment by comparing the implied fair value of the reporting unit goodwill with
the carrying amount of that goodwill. If the carrying amount of the reporting unit goodwill exceeds the implied fair
value of that goodwill, an impairment loss is recognized in an amount equal to that excess. Any such adjustments are
reflected in the Company’s results of operations in the periods in which they become known. At December 31, 2017,
the Company’s goodwill totaled $1.90 billion. Although the Company has not recorded any such impairment
charges since it initially recorded the goodwill, the Company’s future evaluations of goodwill could result in
findings of impairment and related write-downs, which may have a material adverse effect on its financial condition
and results of operations.
The Company’s accounting estimates and risk management processes rely on analytical and forecasting models
and tools that may prove to be inaccurate.
The processes the Company uses to estimate its probable credit losses and to measure the fair value of
financial instruments, as well as the processes used to estimate the effects of changing interest rates and other market
measures on the Company’s financial condition and results of operations, depend upon the use of analytical and
forecasting models and tools. These models and tools reflect assumptions that may not be accurate, particularly in
times of market stress or other unforeseen circumstances. Even if these assumptions are accurate, the models and
tools may prove to be inadequate or inaccurate because of other flaws in their design or their implementation. Any
such failure in the Company’s analytical or forecasting models and tools could have a material adverse effect on the
Company’s business, financial condition and results of operations.
The Company may be adversely affected by the soundness of other financial institutions.
Financial services institutions are interrelated as a result of trading, clearing, counterparty or other
relationships. The Company has exposure to many different industries and counterparties, and routinely executes
transactions with counterparties in the financial services industry, including commercial banks, brokers and dealers,
investment banks and other institutional clients. Many of these transactions expose the Company to credit risk in the
event of a default by a counterparty or client. In addition, the Company’s credit risk may be exacerbated when the
collateral held by the Company cannot be realized upon or is liquidated at prices not sufficient to recover the full
amount of the credit or derivative exposure due to the Company. Any such losses could have a material adverse
effect on the Company’s financial condition, results of operations and cash flows.
The Company may need to raise additional capital in the future and such capital may not be available when
needed on acceptable terms or at all.
The Company may need to raise additional capital in the future to provide it with sufficient capital resources
and liquidity to meet regulatory capital requirements or its commitments and business needs. In addition, the
Company may elect to raise additional capital to support its business or to finance acquisitions, if any. If needed, the
Company’s ability to raise additional capital will depend on many things, including conditions in the capital markets
at that time, which are outside its control, and its financial performance.
Such capital may not be available to the Company on acceptable terms or at all. Any occurrence that may limit
the Company’s access to the capital markets, such as a decline in the confidence of investors, depositors of
Prosperity Bank or counterparties participating in the capital markets, may adversely affect the Company’s capital
costs and its ability to raise capital and, in turn, its liquidity. Moreover, if the Company needs to raise capital in the
future, it may have to do so when many other financial institutions are also seeking to raise capital and would have
to compete with those institutions for investors. An inability to raise additional capital on acceptable terms when
needed could have a material adverse effect on the Company’s business, financial condition and results of
operations.
20
New lines of business or new products and services may subject the Company to additional risks.
From time to time, the Company may implement or acquire new lines of business or offer new products and
services within existing lines of business. There are substantial risks and uncertainties associated with these efforts,
particularly in instances where the markets are not fully developed. In developing and marketing new lines of
business and/or new products and services, the Company may invest significant time and resources. Initial
timetables for the introduction and development of new lines of business and/or new products or services may not be
achieved and price and profitability targets may not prove feasible. External factors, such as compliance with
regulations, competitive alternatives and shifting market preferences, may also impact the successful
implementation of a new line of business or a new product or service. Furthermore, any new line of business and/or
new product or service could have a significant impact on the effectiveness of the Company’s system of internal
controls. Failure to successfully manage these risks in the development and implementation of new lines of business
or new products or services could have a material adverse effect on the Company’s business, financial condition and
results of operations.
An interruption in or breach in security of the Company’s information systems may result in a loss of customer
business and have an adverse effect on the Company’s results of operations, financial condition and cash flows.
The Company relies heavily on communications and information systems to conduct its business. Any failure,
interruption or breach in security of these systems, whether caused by physical damage, hackers, viruses or other
malware, could jeopardize the security of information stored in and transmitted through the Company’s computer
systems and network infrastructure as well as result in failures or disruptions in the Company’s customer
relationship management, general ledger, deposits, servicing or loan origination systems. While the Company
maintains specific “cyber” insurance coverage, which the Company expects would apply in the event of various
breach scenarios, the amount of coverage may not be adequate in any particular case. In addition, cyber threat
scenarios are inherently difficult to predict and can take many forms, some of which may not be covered under the
Company’s cyber insurance coverage. Although the Company, with the help of third-party service providers, has
and intends to continue to implement security technology and operational procedures to prevent such damage, these
security measures may not entirely mitigate these risks. In addition, advances in computer capabilities, new
discoveries in the field of cryptography or other developments could result in a compromise or breach of the
algorithms the Company and its third-party service providers use to protect client transaction data. The occurrence
of any such failures, interruptions or security breaches could damage the Company’s reputation, result in a loss of
customer business, subject the Company to additional regulatory scrutiny or expose the Company to civil litigation
and possible financial liability, any of which could have a material adverse effect on the Company’s results of
operations, financial condition and cash flows.
The Company is subject to certain risks in connection with its use of technology.
The financial services industry is undergoing rapid technological changes with frequent introductions of new
technology-driven products and services. The Company’s future success depends in part upon its ability to address
the needs of its customers by using technology to provide products and services that will satisfy customer demands
for convenience as well as create additional efficiencies in its operations. Many of the Company’s competitors have
substantially greater resources to invest in technological improvements. The Company may not be able to effectively
implement new technology-driven products and services or be successful in marketing these products and services to
its customers, which may negatively affect the Company’s results of operations, financial condition and cash flows.
Further, as technology advances, the ability to initiate transactions and access data has become more widely
distributed among mobile devices, personal computers, automated teller machines, remote deposit capture sites and
similar access points. These technological advances increase cybersecurity risk. While the Company maintains
programs intended to prevent or limit the effects of cybersecurity risk, there is no assurance that unauthorized
transactions or unauthorized access to customer information will not occur. The financial, reputational and
regulatory impact of unauthorized transactions or unauthorized access to customer information could be significant.
21
The Company’s operations rely on external vendors, which may fail to provide adequate services.
The Company relies on certain external vendors to provide products and services necessary to maintain its
day-to-day operations. These third parties provide key components of the Company’s business operations such as
data processing, recording and monitoring transactions, online banking interfaces and services, Internet connections
and network access. While the Company has selected these third-party vendors carefully, it does not control their
actions. Any complications caused by these third parties, including those resulting from disruptions in
communication services provided by a vendor, failure of a vendor to handle current or higher volumes, cyber-attacks
and security breaches at a vendor, failure of a vendor to provide services for any reason or poor performance of
services, could adversely affect the Company’s ability to deliver products and services to its customers and
otherwise conduct its business. Financial or operational difficulties of a third-party vendor could also hurt the
Company’s operations if those difficulties interfere with the vendor’s ability to provide services. Furthermore, the
Company’s vendors could also be sources of operational and information security risk, including from breakdowns
or failures of their own systems or capacity constraints, and reputational risk. Replacing these third-party vendors
could also create significant delay and expense. Problems caused by external vendors could be disruptive to the
Company’s operations, which could have a material adverse impact on the Company’s business and, in turn, the
Company’s financial condition and results of operations.
The Company’s business may be adversely affected by security breaches at third parties.
The Company’s customers interact with their own and other third-party systems, which pose operational risks
to the Company. The Company may be adversely affected by data breaches at retailers and other third parties who
maintain data relating to the Company’s customers that involve the theft of customer data, including the theft of
customers’ debit card, credit card, wire transfer and other identifying and/or access information used to make
purchases or payments at such retailers and to other third parties. Despite third-party security risks that are beyond
the Company’s control, the Company offers its customers protection against fraud and attendant losses for
unauthorized use of debit and credit cards in order to stay competitive in the marketplace. Offering such protection
to customers exposes the Company to significant expenses and potential losses related to reimbursing the
Company’s customers for fraud losses, reissuing the compromised cards and increased monitoring for suspicious
activity. In the event of a data breach at one or more retailers of considerable magnitude, the Company’s business,
financial condition and results of operations may be adversely affected.
The Company is subject to claims and litigation pertaining to intellectual property.
Banking and other financial services companies, such as the Company, rely on technology companies to
provide information technology products and services necessary to support their day-to-day operations. Technology
companies frequently enter into litigation based on allegations of patent infringement or other violations of
intellectual property rights. In addition, patent holding companies seek to monetize patents they have purchased or
otherwise obtained. Competitors of the Company’s vendors, or other individuals or companies, have from time to
time claimed to hold intellectual property sold to the Company by its vendors. Such claims may increase in the
future as the financial services sector becomes more reliant on information technology vendors. The plaintiffs in
these actions frequently seek injunctions and substantial damages.
Regardless of the scope or validity of such patents or other intellectual property rights, or the merits of any
claims by potential or actual litigants, the Company may have to engage in protracted litigation. Such litigation is
often expensive, time-consuming, disruptive to the Company’s operations and distracting to management. If the
Company were to be found to have infringed one or more patents or other intellectual property rights, it may be
required to pay substantial damages or royalties to a third-party. In certain cases, the Company may consider
entering into licensing agreements for disputed intellectual property, although no assurance can be given that such
licenses can be obtained on acceptable terms or that litigation will not occur. These licenses may also significantly
increase the Company’s operating expenses. If legal matters related to intellectual property claims were resolved
against the Company or settled, the Company could be required to make payments in amounts that could have a
material adverse effect on its business, financial condition and results of operations.
22
The Company is subject to claims and litigation pertaining to fiduciary responsibility.
From time to time, customers make claims and take legal action pertaining to the Company’s performance of
its fiduciary responsibilities. Whether customer claims and legal action related to the Company’s performance of its
fiduciary responsibilities are founded or unfounded, if such claims and legal actions are not resolved in a manner
favorable to the Company, they may result in significant financial liability, adversely affect the market perception of
the Company and its products and services and/or impact customer demand for those products and services. Any
financial liability or reputation damage could have a material adverse effect on the Company’s business, financial
condition and results of operations.
The Company operates in a highly regulated environment and, as a result, is subject to extensive regulation and
supervision.
The Company and the Bank are subject to extensive federal and state regulation and supervision. Banking
regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds and the banking
system as a whole, not the Company’s shareholders. These regulations affect the Company’s lending practices,
capital structure, investment practices, dividend policy and growth, among other things. Congress and federal
regulatory agencies continually review banking laws, regulations and policies for possible changes. Any change in
applicable regulations or federal or state legislation could have a substantial impact on the Company, the Bank and
their respective operations.
The Dodd-Frank Act, enacted in July 2010, instituted major changes to the banking and financial institutions
regulatory regimes in light of the performance of and government intervention in the financial services sector during
the several years prior to the implementation of such Act. Additional legislation and regulations or regulatory
policies, including changes in interpretation or implementation of statutes, regulations or policies, could
significantly affect the Company’s powers, authority and operations, or the powers, authority and operations of the
Bank in substantial and unpredictable ways. Further, regulators have significant discretion and power to prevent or
remedy unsafe or unsound practices or violations of laws by banks and bank holding companies in the performance
of their supervisory and enforcement duties. The exercise of this regulatory discretion and power could have a
negative impact on the Company. Failure to comply with laws, regulations or policies could result in sanctions by
regulatory agencies, civil money penalties and/or reputation damage, which could have a material adverse effect on
the Company’s business, financial condition and results of operations.
The Company’s risk management framework may not be effective in identifying, managing or mitigating risks
and/or losses to it.
The Company has implemented a risk management framework to identify and manage its risk exposure,
which is reviewed and overseen by the Company’s Risk Committee. This framework consists of various processes,
systems and strategies, and is designed to manage the types of risk to which the Company is subject, including,
among others, credit, market, liquidity, operational, financial, interest rate, legal and regulatory, compliance,
strategic, reputation, fiduciary and general economic risks. The Company’s framework also includes financial or
other modeling methodologies, which involves management assumptions and judgment. In addition, under this
framework, the Company has developed a risk appetite statement to detail its risk tolerance levels at an enterprise-
wide level. This risk management framework may not be effective under all circumstances, and it may not
adequately identify, manage or mitigate all or any risk or loss to the Company. If this framework is not effective, the
Company may be subject to potentially adverse regulatory consequences and could suffer unexpected losses and its
financial condition or results of operations could be materially adversely affected.
The Company is subject to losses resulting from fraudulent and negligent acts on the part of loan applicants,
correspondents or other third parties.
The Company relies heavily upon information supplied by third parties, including the information contained
in credit applications, property appraisals, title information, equipment pricing and valuation and employment and
income documentation, in deciding which loans the Company will originate, as well as the terms of those loans. If
any of the information upon which the Company relies is misrepresented, either fraudulently or inadvertently, and
the misrepresentation is not detected prior to asset funding, the value of the asset may be significantly lower than
23
expected, or the Company may fund a loan that it would not have funded or on terms it would not have extended.
Whether a misrepresentation is made by the applicant or another third party, the Company generally bears the risk of
loss associated with the misrepresentation. A loan subject to a material misrepresentation is typically unsellable or
subject to repurchase if it is sold prior to detection of the misrepresentation. The sources of the misrepresentations
are often difficult to locate, and it is often difficult to recover any of the monetary losses the Company may suffer.
The Company is subject to environmental liability risk associated with lending activities.
A significant portion of the Company’s loan portfolio is secured by real property. During the ordinary course
of business, the Company may foreclose on and take title to properties securing certain loans, and there is a risk that
hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, the
Company may be liable for remediation costs, as well as for personal injury and property damage. Environmental
laws may require the Company to incur substantial expenses and may materially reduce the affected property’s
value or limit the Company’s ability to use or sell the affected property. In addition, future laws or more stringent
interpretations or enforcement policies with respect to existing laws may increase the Company’s exposure to
environmental liability. Although the Company has policies and procedures to perform an environmental review
before initiating any foreclosure action on real property, these reviews may not be sufficient to detect all potential
environmental hazards. The remediation costs and any other financial liabilities associated with an environmental
hazard could have a material adverse effect on the Company’s financial condition and results of operations.
Risks Associated with the Company’s Common Stock
The Company’s corporate organizational documents and the provisions of Texas law to which it is subject may
delay or prevent a change in control of the Company that a shareholder may favor.
The Company’s amended and restated articles of incorporation and amended and restated bylaws contain
various provisions which may delay, discourage or prevent an attempted acquisition or change of control of the
Company. These provisions include:
(cid:129)
(cid:129)
(cid:129)
a Board of Directors classified into three classes of directors with the directors of each class having
staggered three-year terms;
a provision that any special meeting of the Company’s shareholders may be called only by the chairman
of the board and chief executive officer, the president, a majority of the Board of Directors or the
holders of at least 50% of the Company’s shares entitled to vote at the meeting; and
a provision establishing certain advance notice procedures for nomination of candidates for election as
directors and for shareholder proposals to be considered at an annual or special meeting of shareholders.
The Company’s articles of incorporation provide for noncumulative voting for directors and authorize the
Board of Directors to issue shares of its preferred stock without shareholder approval and upon such terms as the
Board of Directors may determine. The issuance of the Company’s preferred stock could have the effect of making
it more difficult for a third party to acquire, or of discouraging a third party from acquiring, a controlling interest in
the Company. In addition, certain provisions of Texas law, including a provision which restricts certain business
combinations between a Texas corporation and certain affiliated shareholders, may delay, discourage or prevent an
attempted acquisition or change in control of the Company.
There are restrictions on the Company’s ability to pay dividends.
Holders of the Company’s common stock are only entitled to receive such dividends as the Company’s Board
of Directors may declare out of funds legally available for such payments. Although the Company has historically
declared cash dividends on its common stock, it is not required to do so and there can be no assurance that the
Company will pay dividends in the future. Any declaration and payment of dividends on common stock will depend
upon the Company’s earnings and financial condition, liquidity and capital requirements, the general economic and
regulatory climate, the Company’s ability to service any equity or debt obligations senior to the common stock and
other factors deemed relevant by the Board of Directors.
24
The Company’s principal source of funds to pay dividends on the shares of common stock is cash dividends
that the Company receives from the Bank. Various banking laws applicable to the Bank limit the payment of
dividends and other distributions by the Bank to the Company, and may therefore limit the Company’s ability to pay
dividends on its common stock.
There may be extreme fluctuations in the Company’s stock price.
The trading price for the Company’s common stock may fluctuate significantly in response to a variety of
factors outside our control, including, among other things:
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
actual or anticipated variations in quarterly results of operations;
recommendations by securities analysts;
failure to meet analysts’ revenue or earnings estimates;
operating and stock price performance of other companies that investors deem comparable to us;
news reports relating to trends, concerns and other issues in the financial services industry;
perceptions in the marketplace regarding us and/or our competitors;
new technology used, or services offered, by competitors;
cybersecurity breaches;
actions by institutional shareholders;
significant acquisitions or business combinations, strategic partnerships, joint ventures or capital
commitments by or involving us or our competitors;
failure to integrate acquisitions or realize anticipated benefits from acquisitions;
changes in government regulations;
geopolitical conditions such as acts or threats of terrorism or military conflicts;
general market conditions, including real or anticipated changes in the strength of the Texas and Oklahoma
economies; and
industry factors and general economic and political conditions and events, such as economic slowdowns or
recessions, interest rate changes, oil price volatility or credit loss.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
25
ITEM 2.
PROPERTIES
As of December 31, 2017, the Company conducted business at 242 full-service banking centers. The
Company’s principal executive office is located at Prosperity Bank Plaza, 4295 San Felipe, in the Galleria area in
Houston, Texas. The Company also owns or leases other facilities in which its banking centers are located as listed
below by geographical market area. The expiration dates of the leases range from 2018 to 2032 and do not include
renewal periods which may be available at the Company’s option.
The following table sets forth specific information regarding the banking centers located in each of the
Company’s geographical market areas at December 31, 2017:
Geographical Area
Bryan/College Station area
Houston area
Central Texas area
Dallas/Fort Worth area
East Texas area
West Texas area
South Texas area
Central Oklahoma area
Tulsa Oklahoma area
Number of
Banking Centers
Number of
Leased Banking
Centers
Deposits at
December 31, 2017
(dollars in thousands)
1,158,880
6,238,693
1,452,985
1,628,023
747,995
2,362,031
2,609,484
664,195
959,174
17,821,460
— $
13
3
6
—
6
3
1
2
34 $
16
65
29
33
22
34
29
6
8
242
ITEM 3.
LEGAL PROCEEDINGS
The Company and the Bank are defendants, from time to time, in legal actions arising from transactions
conducted in the ordinary course of business. The Company and the Bank believe, after consultations with legal
counsel, that the ultimate liability, if any, arising from such actions will not have a material adverse effect on their
financial statements.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
26
PART II.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Common Stock Market Prices
The Company’s common stock is listed on the New York Stock Exchange under the symbol “PB.” As of
February 26, 2018, there were 69,831,710 shares outstanding and 3,161 shareholders of record. The number of
beneficial owners is unknown to the Company at this time.
The following table presents the high and low intra-day sales prices for the common stock as reported by the
New York Stock Exchange:
2017
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
2016
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
$
$
High
Low
73.00 $
66.75
71.97
77.87
61.95
55.84
61.29
65.34
High
Low
73.68 $
56.27
54.57
47.50
52.81
45.94
43.28
33.57
Dividends
Holders of common stock are entitled to receive dividends when, as and if declared by the Company’s Board
of Directors out of funds legally available therefor. Although the Company has declared dividends on its common
stock since 1994, and paid quarterly dividends aggregating $1.38 per share for 2017 and $1.24 per share for 2016,
the Company could discontinue payment of dividends in the future. Future dividends on the common stock will
depend upon the Company’s earnings and financial condition, liquidity and capital requirements, the general
economic and regulatory climate, the Company’s ability to service any equity or debt obligations senior to the
common stock and other factors deemed relevant by the Board of Directors of the Company.
As a holding company, the Company is ultimately dependent upon its subsidiaries to provide funding for its
operating expenses, debt service and dividends. Various banking laws applicable to the Bank limit the payment of
dividends and other distributions by the Bank to the Company, and may therefore limit the Company’s ability to pay
dividends on its common stock. Regulatory authorities could impose administratively stricter limitations on the
ability of the Bank to pay dividends to the Company if such limits were deemed appropriate to preserve certain
capital adequacy requirements.
In addition, the Federal Reserve Board has indicated that bank holding companies should carefully review
their dividend policy in relation to the organization’s overall asset quality, level of current and prospective earnings
and level, composition and quality of capital. The guidance provides that the Company should inform and consult
with the Federal Reserve Board prior to declaring and paying a dividend that exceeds earnings for the period for
which the dividend is being paid or that could result in an adverse change to the Company’s capital structure.
27
The cash dividends declared per share by quarter (and paid on the first business day of the subsequent quarter)
for the Company’s last two fiscal years were as follows:
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
Recent Sales of Unregistered Securities
None.
$
2017
2016
0.36 $
0.34
0.34
0.34
0.34
0.30
0.30
0.30
Securities Authorized for Issuance under Equity Compensation Plans
As of December 31, 2017, the Company had restricted stock issued under its 2004 and 2012 stock incentive
plans, both of which were approved by the Company’s shareholders. The following table provides information as of
December 31, 2017 regarding the Company’s equity compensation plans under which the Company’s equity
securities are authorized for issuance:
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column (a))
(c)
— $
—
— $
—
—
—
890,867 (1)
—
890,867
Plan Category
Equity compensation plans
approved by security holders
Equity compensation plans not
approved by security holders
(1) All of these awards are available under the Company’s 2012 Stock Incentive Plan. The Company’s other stock
award plans have expired, and no new awards may be issued thereunder.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
28
Performance Graph
The following Performance Graph compares the cumulative total shareholder return on the Company’s
common stock for the period beginning at the close of trading on December 31, 2012 to December 31, 2017, with
the cumulative total return of the S&P 500 Total Return Index and the Nasdaq Bank Index for the same period.
Dividend reinvestment has been assumed. The Performance Graph assumes $100 invested on December 31, 2012 in
the Company’s common stock, the S&P 500 Total Return Index and the Nasdaq Bank Index. The historical stock
price performance for the Company’s common stock shown on the graph below is not necessarily indicative of
future stock performance.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Prosperity Bancshares, Inc., the S&P 500 Index, and the NASDAQ Bank Index
$260
$240
$220
$200
$180
$160
$140
$120
$100
$80
$60
$40
$20
$0
Prosperity Bancshares, Inc.
S&P 500
NASDAQ Bank
12/12
12/13
12/14
12/15
12/16
12/17
*
$100 invested on 12/31/12 in stock or index, including reinvestment of dividends. Fiscal year ending
December 31.
Prosperity Bancshares, Inc.
S&P 500
NASDAQ Bank
12/12
12/13
12/14
12/15
12/16
12/17
$ 100.00 $ 153.42 $ 136.22 $ 120.29 $ 184.66 $ 184.00
100.00 132.39 150.51 152.59 170.84 208.14
100.00 140.76 146.90 157.63 216.24 227.94
Copyright© 2018 Standard & Poor's, a division of S&P Global. All rights reserved.
29
ITEM 6.
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data of the Company for, and as of the end of, each of the years
in the five-year period ended December 31, 2017, is derived from and should be read in conjunction with the
Company’s consolidated financial statements and the notes thereto appearing elsewhere in this Annual Report on
Form 10-K.
Income Statement Data:
Interest income
Interest expense
Net interest income
Provision for credit losses
Net interest income after provision
for credit losses
Noninterest income
Noninterest expense
Income before taxes
Provision for income taxes
Net income
Per Share Data:
Basic earnings per share
Diluted earnings per share
Book value per share
Cash dividends declared per share
Dividend payout ratio
Weighted average shares outstanding
2017
As of and for the Years Ended December 31,
2014(1)
2016(1)
2015
(In thousands, except per share data)
2013(1)
$
$
$
677,355
60,492
616,863
14,325
602,538
116,633
313,101
406,070
133,905
272,165
$
$
$
3.92
3.92
55.03
1.3800
35.23%
675,779
43,159
632,620
24,000
608,620
118,425
318,387
408,658
134,192
274,466
$
$
$
3.94
3.94
52.41
1.2400
31.42%
669,701
39,191
630,510
7,560
622,950
120,781
313,536
430,195
143,549
286,646
$
$
$
4.09
4.09
49.45
1.1175
27.30%
714,795
43,641
671,154
18,275
652,879
120,832
327,962
445,749
148,308
297,441
$
$
$
4.32
4.32
46.50
0.9925
22.99%
539,297
40,471
498,826
17,240
481,586
95,427
247,196
329,817
108,419
221,398
3.66
3.65
42.19
0.8850
24.41%
(basic)
69,484
69,674
70,033
68,855
60,421
Weighted average shares outstanding
(diluted)
Shares outstanding at end of period
Balance Sheet Data (at period end):
Total assets
Securities
Loans
Allowance for credit losses
Total goodwill and intangibles
Other real estate owned
Total deposits
Federal funds purchased and other
borrowings
Junior subordinated debentures
Total shareholders’ equity
69,484
69,491
69,680
69,491
70,049
70,022
68,911
69,780
60,578
66,048
$22,587,292
9,672,116
10,020,773
84,041
1,939,687
11,152
17,821,460
$22,331,072
9,726,086
9,622,060
85,326
1,946,629
15,463
17,307,302
$22,037,216
9,502,427
9,438,589
81,384
1,918,244
2,963
17,681,119
$21,507,733
9,045,776
9,244,183
80,762
1,933,138
3,237
17,693,158
$18,642,028
8,224,448
7,775,221
67,282
1,713,569
7,299
15,291,271
505,223
—
3,824,154
990,781
—
3,642,311
491,399
—
3,462,910
8,724
167,531
3,244,826
10,689
124,231
2,786,818
(Table continued on the next page)
30
As of and for the Years Ended December 31,
2017
2016(1)
2015
(In thousands, except per share data)
2014(1)
2013(1)
Average Balance Sheet Data:
Total assets
Securities
Loans
Allowance for credit losses
Total goodwill and intangibles
Total deposits
Junior subordinated debentures
Total shareholders’ equity
Performance Ratios:
Return on average assets
Return on average common
equity
Net interest margin (tax
equivalent)
Efficiency ratio(2)
Asset Quality Ratios(3):
Nonperforming assets to total
loans and other real estate
Net charge-offs to average loans
Allowance for credit losses to
total loans
Allowance for credit losses to
nonperforming loans(4)
Capital Ratios(3):
Leverage ratio
Average shareholders’ equity to
average total assets
CET1 capital ratio(5)
Tier 1 risk-based capital ratio
Total risk-based capital ratio
$22,340,201
9,681,763
9,822,225
84,410
1,942,999
17,015,372
—
3,750,727
$21,880,762
9,401,669
9,629,714
84,189
1,947,979
17,348,387
2,081
3,566,931
$21,618,604
9,541,443
9,200,765
80,894
1,934,099
17,157,864
29,443
3,368,788
$20,596,929
8,723,011
8,988,069
72,714
1,853,350
16,690,344
154,902
3,080,324
$16,255,914
7,932,782
6,202,897
57,001
1,395,323
12,764,302
91,584
2,378,234
1.22%
1.25%
1.33%
1.44%
1.36%
7.26%
7.69%
8.51%
9.66%
9.31%
3.19%
42.76%
3.35%
42.50%
3.38%
41.87%
3.80%
41.81%
3.58%
41.60%
0.37%
0.16%
0.50%
0.21%
0.46%
0.08%
0.40%
0.05%
0.29%
0.04%
0.84%
0.89%
0.86%
0.87%
0.87%
319.9%
261.8%
201.8%
240.3%
443.3%
9.31% (6)
8.68% (6)
7.97% (6)
7.69%
7.42%
16.79%
15.08% (6)
15.08% (6)
15.74% (6)
16.30%
14.48% (6)
14.48% (6)
15.20% (6)
15.58%
13.55% (6)
13.55% (6)
14.25% (6)
14.96%
N/A
13.80%
14.56%
14.63%
N/A
13.27%
14.02%
(1)
The Company completed the acquisition of Tradition Bancshares, Inc. on January 1, 2016. The Company
completed one acquisition during the twelve-month period ended December 31, 2014 and three acquisitions
during the twelve-month period ended December 31, 2013.
(2) Represents a non-GAAP financial measure. Calculated by dividing total noninterest expense, excluding credit
loss provision, by net interest income plus noninterest income, excluding net gains and losses on the sale of
securities and assets. Additionally, taxes are not part of this calculation. See “Management’s Discussion and
Analysis of Financial Consolidation and Results of Operations—Results of Operations—Efficiency Ratio” on
page 41 for calculation methodology and details.
(3) At period end, except for net charge-offs to average loans and average shareholders’ equity to average total
assets, which are for periods ended at such dates.
(4) Nonperforming loans consist of nonaccrual loans, loans contractually past due 90 days or more and any other
loan management deems to be nonperforming.
(5) CET1 capital ratio is required under the Basel III Capital Rules effective January 1, 2015.
(6) Calculated pursuant to the phase-in provisions of the Basel III Capital Rules.
31
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
Statements and financial discussion and analysis contained in this Annual Report on Form 10-K that are not
statements of historical fact constitute forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on assumptions and
involve a number of risks and uncertainties, many of which are beyond the Company’s control. Forward-looking
statements can be identified by words such as “believes,” “intends,” “expects,” “plans,” “will” and similar
references to future periods. Many possible events or factors could affect the future financial results and
performance of the Company and could cause such results or performance to differ materially from those expressed
in the forward-looking statements. These possible events or factors include, but are not limited to:
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
changes in the strength of the United States economy in general and the strength of the local economies
in which the Company conducts operations resulting in, among other things, a deterioration in credit
quality or reduced demand for credit, including the result and effect on the Company’s loan portfolio
and allowance for credit losses;
changes in interest rates and market prices, which could reduce the Company’s net interest margins,
asset valuations and expense expectations;
changes in the levels of loan prepayments and the resulting effects on the value of the Company’s loan
portfolio;
changes in local economic and business conditions, including commodity prices, which adversely affect
the Company’s customers and their ability to transact profitable business with the company, including
the ability of the Company’s borrowers to repay their loans according to their terms or a change in the
value of the related collateral;
increased competition for deposits and loans adversely affecting rates and terms;
the timing, impact and other uncertainties of any future acquisitions, including the Company’s ability to
identify suitable future acquisition candidates, the success or failure in the integration of their
operations, and the ability to enter new markets successfully and capitalize on growth opportunities;
the possible impairment of goodwill associated with an acquisition and possible adverse short-term
effects on the results of operations;
increased credit risk in the Company’s assets and increased operating risk caused by a material change
in commercial, consumer and/or real estate loans as a percentage of the total loan portfolio;
the concentration of the Company’s loan portfolio in loans collateralized by real estate;
the failure of assumptions underlying the establishment of and provisions made to the allowance for
credit losses;
changes in the availability of funds resulting in increased costs or reduced liquidity;
a deterioration or downgrade in the credit quality and credit agency ratings of the securities in the
Company’s securities portfolio;
increased asset levels and changes in the composition of assets and the resulting impact on the
Company’s capital levels and regulatory capital ratios;
the Company’s ability to acquire, operate and maintain cost effective and efficient systems without
incurring unexpectedly difficult or expensive but necessary technological changes;
the loss of senior management or operating personnel and the potential inability to hire qualified
personnel at reasonable compensation levels;
government intervention in the U.S. financial system;
32
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
changes in statutes and government regulations or their interpretations applicable to financial holding
companies and the Company’s present and future banking and other subsidiaries, including changes in
tax requirements and tax rates;
poor performance by external vendors;
the failure of analytical and forecasting models and tools used by the Company to estimate probable
credit losses and to measure the fair value of financial instruments;
additional risks from new lines of businesses or new products and services;
claims or litigation related to intellectual property or fiduciary responsibilities;
the failure of the Company’s enterprise risk management framework to identify or address risks
adequately;
a failure in or breach of operational or security systems of the Company’s infrastructure, or those of its
third-party vendors and other service providers, including as a result of cyber attacks;
potential risk of environmental liability associated with lending activities;
acts of terrorism, an outbreak of hostilities or other international or domestic calamities, weather or
other acts of God and other matters beyond the Company’s control; and
other risks and uncertainties described in this Annual Report on Form 10-K or in the Company’s other
reports and documents filed with the Securities and Exchange Commission.
A forward-looking statement may include a statement of the assumptions or bases underlying the forward-
looking statement. The Company believes it has chosen these assumptions or bases in good faith and that they are
reasonable. However, the Company cautions that assumptions or bases almost always vary from actual results, and
the differences between assumptions or bases and actual results can be material. Therefore, the Company cautions
against placing undue reliance on its forward-looking statements. The forward-looking statements speak only as of
the date the statements are made. The Company undertakes no obligation to publicly update or otherwise revise any
forward-looking statements, whether as a result of new information, future events or otherwise.
Management’s Discussion and Analysis of Financial Condition and Results of Operations analyzes the major
elements of the Company’s balance sheets and statements of income. This section should be read in conjunction
with the Company’s consolidated financial statements and accompanying notes and other detailed information
appearing elsewhere in this Annual Report on Form 10-K.
Overview
The Company generates the majority of its revenues from interest income on loans, service charges and fees
on customer accounts and income from investment in securities. The Company also earns revenues from various
additional products and services it provides, including trust services, mortgage lending, brokerage, credit card and
independent sales organization sponsorship operations. The Company’s revenues are partially offset by interest
expense paid on deposits and other borrowings and noninterest expenses such as administrative and occupancy
expenses. Net interest income is the difference between interest income on earning assets such as loans and
securities and interest expense on liabilities such as deposits and borrowings which are used to fund those assets. Net
interest income is the Company’s largest source of revenue. The level of interest rates and the volume and mix of
earning assets and interest-bearing liabilities impact net interest income and margin.
Three principal components of the Company’s growth strategy are internal growth, efficient operations and
acquisitions, including strategic merger transactions. The Company focuses on continual internal growth. Each
banking center is operated as a separate profit center, maintaining separate data with respect to its net interest
income, efficiency ratio, deposit growth, loan growth and overall profitability. Banking center presidents and
managers are accountable for performance in these areas and compensated accordingly. The Company also focuses
on maintaining efficiency and stringent cost control practices and policies. The Company has centralized many of its
critical operations, such as data processing and loan processing. Management believes that this centralized
33
infrastructure can accommodate substantial additional growth while enabling the Company to minimize operational
costs through certain economies of scale. The Company also intends to continue to seek expansion opportunities.
During 2016, the Company completed the acquisition of Tradition Bancshares, Inc., which added 7 banking centers
after consolidation.
Net income was $272.2 million, $274.5 million and $286.6 million for the years ended December 31, 2017,
2016 and 2015, respectively, and diluted earnings per share were $3.92, $3.94 and $4.09, respectively, for these
same periods. The change in net income during 2017 was principally due to an increase in interest expense and a
decrease in loan discount accretion. The change in net income during 2016 was principally due to an increase in the
provision for credit losses and the Tradition acquisition. The Company posted returns on average assets of 1.22%,
1.25% and 1.33% and returns on average common equity of 7.26%, 7.69% and 8.51% for the years ended
December 31, 2017, 2016 and 2015, respectively. The Company’s efficiency ratio was 42.76% in 2017, 42.50% in
2016 and 41.87% in 2015. The efficiency ratio is calculated by dividing total noninterest expense (excluding credit
loss provisions) by the sum of net interest income and noninterest income. Because the ratio is a measure of
revenues and expenses resulting from our lending activities and fee-based banking services, net gains and losses on
the sale of assets and securities are not included. Additionally, taxes are not part of this calculation.
Total assets at December 31, 2017 and 2016 were $22.59 billion and $22.33 billion, respectively. Total
deposits were $17.82 billion at December 31, 2017, an increase of $514.2 million or 3.0% compared with $17.31
billion at December 31, 2016. Total loans were $10.02 billion at December 31, 2017, an increase of $398.7 million
or 4.1% compared with $9.62 billion at December 31, 2016. At December 31, 2017, the Company had $26.3 million
in nonperforming loans, and its allowance for credit losses was $84.0 million compared with $32.6 million in
nonperforming loans and an allowance for credit losses of $85.3 million at December 31, 2016. Shareholders’ equity
was $3.82 billion and $3.64 billion at December 31, 2017 and 2016, respectively.
Acquisition
Acquisition of Tradition Bancshares, Inc.—On January 1, 2016, the Company completed the acquisition of
Tradition Bancshares, Inc. (“Tradition”) and its wholly-owned subsidiary Tradition Bank headquartered in Houston,
Texas. Tradition Bank operated 7 banking offices in the Houston, Texas area, including its main office in Bellaire, 3
banking centers in Katy and 1 banking center in The Woodlands.
As of December 31, 2015, Tradition, on a consolidated basis, reported total assets of $548.0 million, total
loans of $253.3 million, total deposits of $488.9 million and shareholders’ equity of $43.1 million. Under the terms
of the definitive agreement, the Company issued 679,528 shares of its common stock plus $39.0 million in cash for
all outstanding shares of Tradition capital stock, for total merger consideration of $71.5 million, based on the
Company’s closing stock price of $47.86. As of December 31, 2017, the Company recognized goodwill of $32.0
million, which is calculated as the excess of both the consideration exchanged and liabilities assumed compared with
the fair value of the assets acquired. Additionally, the Company recognized $5.6 million of core deposit intangibles
during 2016.
On January 1, 2016, in connection with the acquisition of Tradition, the Company assumed $7.2 million in
junior subordinated debentures. During the second quarter of 2016, the Company redeemed all of the junior
subordinated debentures. Accordingly, as of December 31, 2016 and 2017, the Company had no junior subordinated
debentures outstanding.
34
Critical Accounting Policies
The Company’s significant accounting policies are integral to understanding the results reported. The
Company’s accounting policies are described in detail in Note 1 to the consolidated financial statements, appearing
elsewhere is this Annual Report on Form 10-K. The Company believes that of its significant accounting policies, the
following may involve a higher degree of judgment and complexity:
Allowance for Credit Losses—The allowance for credit losses is established through charges to earnings in the
form of a provision for credit losses. The Company’s allowance for credit losses consists of two elements:
(1) specific valuation allowances based on probable losses on impaired loans; and (2) a general valuation allowance
based on historical loan loss experience, general economic conditions and other qualitative risk factors both internal
and external to the Company. The allowance for acquired credit losses is calculated as described under the heading
“Accounting for Acquired Loans and the Allowance for Acquired Credit Losses” below. Management has
established an allowance for credit losses which it believes is adequate for estimated losses in the Company’s loan
portfolio. Based on an evaluation of the portfolio, management presents a quarterly review of the allowance for
credit losses to the Bank’s Board of Directors, indicating any change in the allowance since the last review and any
recommendations as to adjustments in the allowance. In making its evaluation, management considers factors such
as historical loan loss experience, the amount of nonperforming assets and related collateral, the volume, growth and
composition of the portfolio, current economic conditions that may affect the borrower’s ability to pay and the value
of collateral, the evaluation of the portfolio through its internal loan review process and other relevant factors.
Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any
credit that, in management’s judgment, should be charged off. Charge-offs occur when loans are deemed to be
uncollectible. For further discussion of the methodology used in the determination of the allowance for credit losses,
see “Financial Condition—Allowance for Credit Losses” below and Note 1 to the consolidated financial statements.
Accounting for Acquired Loans and the Allowance for Acquired Credit Losses—The Company accounts for its
acquisitions using the acquisition method of accounting. Accordingly, the assets, including loans, and liabilities of
the acquired entity were recorded at their fair values at the acquisition date. No allowance for credit losses related to
the acquired loans is recorded on the acquisition date, as the fair value of the acquired loans incorporates
assumptions regarding credit risk. These fair value estimates associated with acquired loans, and based on a
discounted cash flow model, include estimates related to market interest rates and undiscounted projections of future
cash flows that incorporate expectations of prepayments and the amount and timing of principal, interest and other
cash flows, as well as any shortfalls thereof.
At period-end after acquisition, the fair-valued acquired loans from each acquisition are reassessed to
determine whether an addition to the allowance for credit losses is appropriate due to further credit quality
deterioration. For further discussion of the methodology used in the determination of the allowance for credit losses
for acquired loans, see “Financial Condition—Allowance for Credit Losses” below. For further discussion of the
Company’s acquisition and loan accounting, see Note 1 to the consolidated financial statements.
Goodwill and Intangible Assets—Goodwill and intangible assets that have indefinite useful lives are subject to
an impairment test at least annually, or more often, if events or circumstances indicate that it is more likely than not
that the fair value of the Company’s reporting unit is below the carrying value of its equity. Under Accounting
Standards Codification (“ASC”) topic 350-20, “Intangibles—Goodwill and Other—Goodwill,” companies have the
option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a
reporting unit is less than its carrying amount as a basis for determining the need to perform step one of the annual
test for goodwill impairment. An entity has an unconditional option to bypass the qualitative assessment described in
the preceding paragraph for any reporting unit in any period and proceed directly to performing the first step of the
goodwill impairment test. An entity may resume performing the qualitative assessment in any subsequent period.
The Company currently utilizes a qualitative assessment for its annual goodwill impairment analysis.
If the Company bypasses the qualitative assessment, a two-step goodwill impairment test is performed. The
two-step process begins with an estimation of the fair value of the Company’s reporting unit compared with its
carrying value. If the carrying amount exceeds the fair value of the reporting unit, a second test is completed
comparing the implied fair value of the reporting unit’s goodwill to its carrying value to measure the amount of
impairment.
35
The Company had no intangible assets with indefinite useful lives at December 31, 2017. Core deposit
intangible assets that are subject to amortization are being amortized on a non-pro rata basis over the years expected
to be benefited, which the Company believes is between ten and fifteen years. These core deposit intangible assets
are reviewed for impairment if circumstances indicate their value may not be recoverable based on a comparison of
fair value to carrying value. Based on the Company’s annual goodwill impairment test as of September 30, 2017,
management does not believe any of its goodwill is impaired as of December 31, 2017, because the fair value of the
Company’s equity exceeded its carrying value. While the Company believes no impairment existed at December 31,
2017, under accounting standards applicable at that date, different conditions or assumptions, or changes in cash
flows or profitability, if significantly negative or unfavorable, could have a material adverse effect on the outcome
of the Company’s impairment evaluation and financial condition or future results of operations.
Stock-Based Compensation—The Company accounts for stock-based employee compensation plans using the
fair value-based method of accounting. The Company’s results of operations reflect compensation expense for all
employee stock-based-compensation. The fair value of stock options granted is estimated at the date of grant using
the Black-Scholes option-pricing model. This model requires the input of subjective assumptions including stock
price volatility and employee turnover that are utilized to measure compensation expense.
Other-Than-Temporarily Impaired Securities—When the fair value of a security is below its amortized cost,
and depending on the length of time the condition exists and the extent the fair market value is below amortized
cost, additional analysis is performed to determine whether an other-than-temporary impairment exists. Available
for sale and held to maturity securities are analyzed quarterly for possible other-than-temporary impairment. The
analysis considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the
financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by
macroeconomic conditions and (4) whether the entity has the intent to sell the debt security or more likely than not
will be required to sell the debt security before its anticipated recovery. Often, the information available to conduct
these assessments is limited and rapidly changing, making estimates of fair value subject to judgment. If actual
information or conditions are different than estimated, the extent of the impairment of the security may be different
than previously estimated, which could have a material effect on the Company’s results of operations and financial
condition.
Fair Values of Financial Instruments—The Company determines the fair market values of financial
instruments based on the fair value hierarchy established which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that
may be used to measure fair value. Level 1 inputs include quoted market prices, where available. If such quoted
market prices are not available, Level 2 inputs are used. These inputs are based upon internally developed analytical
tools that primarily use observable, market-based parameters. Level 3 inputs are unobservable inputs which are
typically based on an entity’s own assumptions, as there is little, if any, related market activity. The Company’s
assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment
and considers factors specific to the asset or liability.
Hurricane Harvey
On August 25, 2017, Hurricane Harvey came ashore in Rockport, Texas impacting numerous communities
along the Texas Gulf coast. Prosperity Bank operates 94 banking centers in the Houston and South Texas areas,
which include Beaumont, Corpus Christi and Victoria. All of those banking centers are currently operational,
including three currently using a temporary facility. As of December 31, 2017, the Company has not experienced
any material financial impact related to Hurricane Harvey.
Tax Cuts and Jobs Act
The Tax Cuts and Jobs Act was enacted on December 22, 2017 and made widespread changes to the U.S. tax
code effective January 1, 2018. Under ASC Topic 740 “Income Taxes,” the Company was required to recalculate its
deferred tax assets and liabilities to account for the future impact of lower corporate tax rates and lost deductions on
these assets and liabilities. The recalculation resulted in a one-time non-cash charge of $1.4 million recorded to
income tax expense for the year ended December 31, 2017.
36
Results of Operations
Net Interest Income
The Company’s operating results depend primarily on its net interest income, which is the difference between
interest income on interest-earning assets, including securities and loans, and interest expense incurred on interest-
bearing liabilities, including deposits and other borrowed funds. Interest rate fluctuations, as well as changes in the
amount and type of earning assets and liabilities, combine to affect net interest income. The Company’s net interest
income is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities,
referred to as a “volume change.” It is also affected by changes in yields earned on interest-earning assets and rates
paid on interest-bearing deposits and other borrowed funds, referred to as a “rate change.”
2017 versus 2016. Net interest income before the provision for credit losses for 2017 was $616.9 million
compared with $632.6 million for 2016, a decrease of $15.8 million or 2.5%. The decrease in net interest income
was primarily due to a decrease in loan discount accretion of $17.1 million and a 13-basis-point increase in the
average rate on interest-bearing liabilities, partially offset by an increase in average interest-earning assets of $474.1
million or 2.5%. Interest income was $677.4 million in 2017, an increase of $1.6 million or 0.2% compared with
2016. Interest income on loans was $468.3 million for 2017, a decrease of $6.7 million or 1.4% compared with
2016. This was primarily due to a decrease in loan discount accretion of $17.1 million, partially offset by an increase
in average loans of $192.5 million or 2.0%. The Company had $34.7 million of total outstanding discounts on
purchased loans, of which $28.7 million was accretable at December 31, 2017. Interest income on securities was
$208.2 million during 2017, an increase of $7.8 million or 3.9% compared with 2016 due primarily to an increase in
average securities of $280.1 million or 3.0%. Average interest-bearing liabilities increased $62.8 million or 0.5%
during 2017 compared with 2016. The average rate on interest-bearing liabilities increased from 0.33% to 0.46%
during the same time period, resulting in an increase in interest expense of $17.3 million. The total cost of funds
increased to 0.33% during 2017 from 0.24% during 2016.
Net interest margin, defined as net interest income divided by average interest-earning assets, on a tax
equivalent basis, was 3.19% for 2017, a decrease of 16 basis points compared with 3.35% for 2016.
2016 versus 2015. Net interest income before the provision for credit losses for 2016 was $632.6 million
compared with $630.5 million for 2015, an increase of $2.1 million or 0.3%. The increase in net interest income was
primarily due to an increase in average interest-earning assets of $254.7 million or 1.4%, partially offset by a
decrease in purchase accounting loan discount accretion of $13.2 million and a 3-basis-point increase in the average
rate paid on interest-bearing liabilities. Interest income was $675.8 million in 2016, an increase of $6.1 million or
0.9% compared with 2015. Interest income on loans was $475.1 million for 2016, a decrease of $368 thousand or
0.1% compared with 2015. This was primarily due to a decrease in purchase accounting loan discount accretion of
$13.2 million and a 24-basis-point decrease in the average yield earned on loans, partially offset by an increase in
average loans outstanding of $428.9 million. The Company had $59.4 million of total outstanding discounts on
purchased loans, of which $45.2 million was accretable at December 31, 2016. Interest income on securities was
$200.4 million during 2016, an increase of $6.4 million or 3.3% compared with 2015 due primarily to a 10-basis-
point increase in the average yield on investment securities, partially offset by a decrease in average investment
securities outstanding of $139.8 million. Average interest-bearing liabilities decreased $39.2 million or 0.3% for
2016 compared with 2015. The average rate paid increased from 0.30% to 0.33% for the same time period, resulting
in an overall increase in interest expense of $4.0 million. The increase in the average rate paid on interest-bearing
liabilities contributed to an increase in total cost of funds to 0.24% during 2016 from 0.22% during 2015.
Net interest margin, on a tax equivalent basis, was 3.35% for 2016, a decrease of 3 basis points compared with
3.38% for 2015.
37
The following table presents, for the periods indicated, the total dollar amount of average balances, interest
income from average interest-earning assets and the resultant yields, as well as the interest expense on average
interest-bearing liabilities, expressed both in dollars and rates. Except as indicated in the footnotes, no tax-equivalent
adjustments were made and all average balances are daily average balances. Any nonaccruing loans have been
included in the table as loans carrying a zero yield.
Average
Outstanding
Balance
2017
Interest
Earned/
Paid
Average
Yield/
Rate
Years Ended December 31,
2016
Interest
Earned/
Paid
Average
Outstanding
Balance
Average
Yield/
Rate
Average
Outstanding
Balance
2015
Interest
Earned/
Paid
Average
Yield/
Rate
Assets
Interest-Earning Assets:
Loans
Investment securities
Federal funds sold and other earning
$ 9,822,225 $468,338
9,681,763 208,189
assets
Total interest-earning assets
83,324
828
19,587,312 677,355
Allowance for credit losses
Noninterest-earning assets
Total assets
Liabilities and Shareholders'
Equity
(84,410)
2,837,299
$22,340,201
Interest-Bearing Liabilities:
Interest-bearing demand deposits
$ 3,816,996 $ 11,703
Savings and money market deposits 5,561,853 18,705
Certificates and other time deposits 2,289,296 15,904
Federal funds purchased and other
(Dollars in thousands)
4.77% $ 9,629,714 $475,059
2.15% 9,401,669 200,375
4.93% $ 9,200,765 $475,427
2.13% 9,541,443 194,003
5.17%
2.03%
81,804
0.99%
345
3.46% 19,113,187 675,779
(84,189)
2,851,764
$21,880,762
0.42%
271
116,283
3.54% 18,858,491 669,701
(80,894)
2,841,007
$21,618,604
0.23%
3.55%
0.31% $ 4,066,799 $
9,843
0.34% 5,658,441 15,016
0.69% 2,505,526 14,266
0.24% $ 3,873,495 $
8,776
0.27% 5,505,524 13,488
0.57% 2,754,466 13,810
0.23%
0.24%
0.50%
borrowings
1,142,897 12,908
1.13%
524,492
3,065
0.58%
623,441
1,508
0.24%
Securities sold under repurchase
agreements
Junior subordinated debentures
1,272
—
Total interest-bearing liabilities 13,139,694 60,492
328,652
—
0.39%
—
932
37
0.46% 13,076,890 43,159
319,551
2,081
818
0.29%
1.78%
791
0.33% 13,116,114 39,191
329,745
29,443
0.25%
2.69%
0.30%
Noninterest-Bearing Liabilities:
Noninterest-bearing demand
deposits
Other liabilities
Total liabilities
Shareholders' equity
Total liabilities and
5,347,227
102,553
18,589,474
3,750,727
5,117,621
119,320
18,313,831
3,566,931
5,024,379
109,323
18,249,816
3,368,788
shareholders' equity
$22,340,201
$21,880,762
$21,618,604
Net interest rate spread
Net interest income and margin (1)
Net interest income and margin (tax
equivalent) (2)
$616,863
3.00%
3.15%
$632,620
3.21%
3.31%
$630,510
3.25%
3.34%
$624,707
3.19%
$640,285
3.35%
$636,612
3.38%
(1) The net interest margin is equal to net interest income divided by average interest-earning assets.
(2) In order to make pretax income and resultant yields on tax-exempt investments and loans comparable to those on
taxable investments and loans, a tax equivalent adjustment has been computed using a federal income tax rate of
35% for the years ended December 31, 2017, 2016 and 2015 and other applicable effective tax rates.
38
The following table presents information regarding the dollar amount of changes in interest income and
interest expense for the periods indicated for each major component of interest-earning assets and interest-bearing
liabilities and distinguishes between the changes attributable to changes in volume and changes in interest rates.
Changes in interest income and interest expense related to purchase accounting adjustments are allocated to rate. For
purposes of this table, changes attributable to both rate and volume which cannot be segregated have been allocated
to rate.
Years Ended December 31,
2017 vs. 2016
2016 vs. 2015
Increase
(Decrease)
Due to Change in
Rate
Volume
Increase
(Decrease)
Due to Change in
Rate
Volume
Total
(Dollars in thousands)
Total
Interest-Earning assets:
Loans
Securities
Federal funds sold and other temporary
$
9,497 $ (16,218) $
1,844
5,970
(6,721) $ 22,165 $ (22,533) $
9,214
7,814
(2,842)
investments
Total increase (decrease) in interest income
6
15,473
477
(13,897)
483
1,576
(80)
19,243
154
(13,165)
Interest-Bearing liabilities:
Interest-bearing demand deposits
Savings and money market accounts
Certificates of deposit
Other borrowings
Securities sold under repurchase agreements
Junior subordinated debentures
Total increase (decrease) in interest expense
Increase (decrease) in net interest income
Provision for Credit Losses
(605)
(256)
(1,231)
3,613
27
(37)
1,511
629
1,153
1,704
1,796
139
(19)
5,402
$ 13,962 $ (29,719) $ (15,757) $ 20,677 $ (18,567) $
2,465
3,945
2,869
6,230
313
—
15,822
1,860
3,689
1,638
9,843
340
(37)
17,333
438
375
(1,248)
(239)
(25)
(735)
(1,434)
(368)
6,372
74
6,078
1,067
1,528
456
1,557
114
(754)
3,968
2,110
The Company’s provision for credit losses is established through charges to income in the form of the
provision in order to bring the Company’s allowance for credit losses to a level deemed appropriate by management
based on the factors discussed under “Financial Condition—Allowance for Credit Losses.” The allowance for credit
losses at December 31, 2017 was $84.0 million, representing 0.84% of total loans as of such date. Acquired loans
were recorded at fair value based on a discounted cash flow valuation methodology that considers, among other
things, interest rates, projected default rates, loss given defaults and recovery rates, with no carryover of any existing
allowance for credit losses. The provision for credit losses for the year ended December 31, 2017 was $14.3 million
compared with $24.0 million for the year ended December 31, 2016 and $7.6 million for the year ended
December 31, 2015. Net charge-offs for the years ended December 31, 2017, 2016 and 2015 were $15.6 million,
$20.1 million and $6.9 million, respectively.
Noninterest Income
The Company’s primary sources of recurring noninterest income are nonsufficient funds (“NSF”) fees, credit,
debit and ATM card income, and service charges on deposit accounts. Additionally, the Company generates
recurring noninterest income from its various additional products and services, including trust services, mortgage
lending, brokerage and independent sales organization sponsorship operations. Noninterest income does not include
loan origination fees which are recognized over the life of the related loan as an adjustment to yield using the
interest method. For the year ended December 31, 2017, noninterest income totaled $116.6 million, a decrease of
$1.8 million or 1.5% compared with 2016. The decrease was primarily due to the net loss on sale of assets and
decreases in mortgage and brokerage income, partially offset by a gain on sale of securities and an increase in
service charges on deposit accounts.
39
For the year ended December 31, 2016, noninterest income totaled $118.4 million, a decrease of $2.4 million
or 2.0% compared with 2015. The decrease was primarily due to a decrease in other noninterest income, brokerage
income and NSF fees, partially offset by an increase in service charges on deposit accounts and mortgage income.
The following table presents, for the periods indicated, the major categories of noninterest income:
Nonsufficient funds fees
Credit card, debit card and ATM card income
Service charges on deposit accounts
Trust income
Mortgage income
Brokerage income
Bank owned life insurance income
Net (loss) gain on sale of assets
Gain on sale of securities
Other
Total noninterest income
$
2015
2017
Years Ended December 31,
2016
(Dollars in thousands)
33,536 $
23,561
18,832
8,120
7,076
4,571
5,663
1,864
—
15,202
34,284
23,534
17,095
8,030
5,720
5,953
5,548
2,403
—
18,214
$ 116,633 $ 118,425 $ 120,781
32,354 $
24,425
21,327
9,200
4,053
1,950
5,430
(1,921)
3,270
16,545
Noninterest Expense
For the year ended December 31, 2017, noninterest expense totaled $313.1 million, a decrease of $5.3 million
or 1.7% compared with 2016. This decrease was primarily due to decreases in salaries and benefits and amortization
of core deposit intangibles, partially offset by the write-down of other real estate.
For the year ended December 31, 2016, noninterest expense totaled $318.4 million, an increase of $4.9 million
or 1.5% compared with 2015. This increase was primarily due to the Tradition acquisition.
The following table presents, for the periods indicated, the major categories of noninterest expense:
Salaries and employee benefits(1)
Non-staff expenses:
Net occupancy and equipment
Credit and debit card, data processing and
software amortization
Regulatory assessments and FDIC insurance
Core deposit intangibles amortization
Depreciation
Communications(2)
Other real estate expense(3)
Other
Total noninterest expense
2017
Years Ended December 31,
2016
(Dollars in thousands)
$ 192,409 $ 197,897 $ 192,872
2015
22,402
23,058
23,638
17,230
14,311
6,942
12,215
10,592
3,271
33,729
15,782
14,433
9,530
12,959
11,121
625
32,576
$ 313,101 $ 318,387 $ 313,536
17,050
12,735
9,200
13,094
11,561
514
33,278
(1)
Total salaries and employee benefits include $6.9 million, $9.5 million and $11.1 million in 2017, 2016 and
2015, respectively, in stock-based compensation expense.
(2) Communications expense includes telephone, data circuits, postage, and courier expenses.
(3) Other real estate expense is net of rental income and gains and losses on sales of real estate.
40
Salaries and Employee Benefits. Salaries and employee benefits were $192.4 million for the year ended
December 31, 2017, a decrease of $5.5 million or 2.8% compared with 2016. This change was primarily due to a
decrease in stock based compensation expense and commissions. Salaries and employee benefits were $197.9
million for the year ended December 31, 2016, an increase of $5.0 million or 2.6% compared with 2015. This
change was primarily due to the Tradition acquisition and an increase in incentive compensation. The number of
full-time equivalent associates employed by the Company were 3,017, 3,035 and 3,037 at December 31, 2017, 2016
and 2015, respectively. Total salaries and benefits for the year ended December 31, 2017 include $6.9 million in
stock-based compensation expense compared with $9.5 million and $11.1 million recorded for the years ended
December 31, 2016 and 2015, respectively.
Credit and Debit Card, Data Processing and Software Amortization. Credit and Debit card, data processing
and software amortization expenses were $17.2 million for the year ended December 31, 2017, an increase of $180
thousand or 1.1% compared with 2016. Credit and Debit card, data processing and software amortization expenses
were $17.1 million and $15.8 million for the years ended December 31, 2016 and 2015, respectively.
Regulatory Assessments and FDIC Insurance. Regulatory assessments and FDIC insurance assessments were
$14.3 million for the year ended December 31, 2017, an increase of $1.6 million or 12.4%, compared with $12.7
million for the year ended December 31, 2016. Assessments for the year ended December 31, 2016 decreased $1.7
million or 11.8% to $12.7 million compared with $14.4 million for the year ended December 31, 2015.
Core Deposit Intangibles Amortization. Core deposit intangibles (“CDI”) amortization was $6.9 million for
the year ended December 31, 2017, a decrease of $2.3 million or 24.5% compared with $9.2 million for the year
ended December 31, 2016. This change was primarily due to certain intangible assets that fully amortized during
2017. CDI amortization decreased $330 thousand or 3.5% to $9.2 million at December 31, 2016, compared with
$9.5 million for the year ended December 31, 2015. This change was primarily due to a reduction in the annual
amortization rate of certain previously recognized intangible assets. CDI are being amortized on a non-pro rata basis
over an estimated life of 10 to 15 years.
Other Real Estate. Other real estate expense was $3.3 million for the year ended December 31, 2017, an
increase of $2.8 million or 536.4%, compared with $514 thousand for the year ended December 31, 2016. This
change was primarily due to the write-down of other real estate. Other real estate expense decreased $111 thousand
or 17.8% to $514 thousand for the year ended December 31, 2016, compared with $625 thousand for the year ended
December 31, 2015. This change was primarily due to a decrease in other real estate carrying cost.
Efficiency Ratio
The Company’s efficiency ratio is a supplemental financial measure utilized in management’s internal
evaluation of the Company and is not calculated based on generally accepted accounting principles (“GAAP”). A
GAAP-based efficiency ratio is calculated by dividing total noninterest expense, excluding credit loss provisions, by
net interest income plus total noninterest income, as shown in the Consolidated Statements of Income. The
Company’s efficiency ratio, as calculated and used by the Company, excludes from noninterest income the net gains
and losses on the sale of securities and assets, which can vary widely from period to period. Taxes are not included
in either calculation. An increase in the efficiency ratio indicates that more resources are being utilized to generate
the same volume of income, while a decrease would indicate a more efficient allocation of resources. The
Company’s efficiency ratio calculated pursuant to GAAP was 42.69% for the year ended December 31, 2017
compared with 42.39% for the year ended December 31, 2016 and 41.73% for the year ended December 31, 2015.
The efficiency ratio, excluding net gains and losses on the sale of securities and assets, was 42.76% for the year
ended December 31, 2017, compared with 42.50% for the year ended December 31, 2016 and 41.87% for the year
ended December 31, 2015.
41
Income Taxes
The amount of federal and state income tax expense is influenced by the amount of pre-tax income, the
amount of tax-exempt income and the amount of other nondeductible expenses. As a result of the Tax Cuts and Jobs
Act enacted in December 2017, the Company recorded a one-time non-cash charge of $1.4 million to income tax
expense to account for the future impact of lower corporate tax rates and lost deductions on deferred tax assets and
liabilities.
Income tax expense was $133.9 million for the year ended December 31, 2017, a decrease of $287 thousand
or 0.2% compared with $134.2 million for the year ended December 31, 2016. The decrease was primarily
attributable to lower pre-tax net earnings, partially offset by the one-time non-cash charge related to the Tax Cuts
and Jobs Act. Income tax expense decreased $9.4 million or 6.5% for the year ended December 31, 2016, compared
with $143.5 million for the year ended December 31, 2015. The decrease was primarily attributable to lower pre-tax
net earnings for the year ended December 31, 2016. The effective tax rate for the years ended December 31, 2017,
2016 and 2015 was 33.0%, 32.8% and 33.4%, respectively. The effective income tax rates differed from the U.S.
statutory rate of 35% during the comparable periods primarily due to the effect of tax-exempt income from loans
and securities.
Impact of Inflation
The Company’s consolidated financial statements and related notes included in this Annual Report on
Form 10-K have been prepared in accordance with GAAP. These require the measurement of financial position and
operating results in terms of historical dollars, without considering changes in the relative value of money over time
due to inflation or recession.
Unlike many industrial companies, substantially all of the Company’s assets and liabilities are monetary in
nature. As a result, interest rates have a more significant impact on the Company’s performance than the effects of
general levels of inflation. Interest rates may not necessarily move in the same direction or in the same magnitude as
the prices of goods and services. However, noninterest expenses do reflect general levels of inflation.
42
Financial Condition
Loan Portfolio
At December 31, 2017, total loans were $10.02 billion, an increase of $398.7 million or 4.1%, compared with
$9.62 billion at December 31, 2016. Loans at December 31, 2017 included $31.4 million of loans held for sale. At
December 31, 2017, total loans were 56.2% of deposits and 44.4% of total assets. At December 31, 2016, total loans
were $9.62 billion, an increase of $183.5 million or 1.9%, compared with $9.44 billion at December 31, 2015. Loans
at December 31, 2016 included $27.0 million of loans held for sale.
The following table summarizes the Company’s total loan portfolio by type of loan as of the dates indicated:
2017
2016
December 31,
2015
Amount
Percent
Amount
Percent
Amount
Percent
(Dollars in thousands)
2014
2013
Amount
Percent
Amount
Percent
Commercial and industrial
Real estate:
Construction, land development
and other land loans
1-4 family residential (1)
Home equity
Commercial real estate (including
multifamily residential) (2)
Farmland
Agriculture
Consumer
Other
Total loans (3)
$ 1,479,910
14.8% $1,539,439
16.0% $1,692,246
17.9% $1,806,267
19.5% $1,279,777
16.5%
1,509,137
2,454,548
285,312
15.1% 1,263,923
24.5% 2,439,348
278,483
2.8%
13.1% 1,073,198
25.3% 2,360,798
279,867
2.9%
11.4% 1,026,475
25.0% 2,250,251
271,930
2.9%
865,511
11.1%
24.3% 1,870,365
261,355
3.0%
11.1%
24.1%
3.4%
3,315,627
502,841
187,277
116,393
169,728
35.2%
4.3%
2.6%
1.9%
0.9%
$10,020,773 100.0% $9,622,060 100.0% $9,438,589 100.0% $9,244,183 100.0% $7,775,221 100.0%
33.1% 3,162,109
484,588
5.0%
187,748
1.9%
130,703
1.1%
135,719
1.7%
33.2% 3,030,340
361,943
4.6%
189,703
2.3%
160,595
1.5%
146,679
1.2%
32.9% 3,131,083
434,349
5.0%
214,469
2.0%
142,363
1.4%
110,216
1.4%
32.8% 2,753,797
332,648
3.9%
198,610
2.1%
146,942
1.7%
66,216
1.6%
(1)
Includes loans held for sale of $31.4 million, $27.0 million, $23.9 million, $8.6 million and $2.2 million at
December 31, 2017, 2016, 2015, 2014 and 2013, respectively.
(2) Commercial real estate loans include approximately $1.52 billion, $1.46 billion, $1.42 billion, $1.51 billion
and $1.49 billion of owner-occupied loans for the years ended December 31, 2017, 2016, 2015, 2014 and
2013, respectively.
Includes fair value discounts on acquired loans of $34.7 million, $59.4 million, $94.7 million, $161.4 million
and $133.3 million at December 31, 2017, 2016, 2015, 2014 and 2013, respectively.
(3)
The Company separates its loan portfolio into two general categories of loans: (1) loans originated by
Prosperity Bank and made pursuant to the Company’s loan policy and procedures in effect at the time the loan was
made are referred to as “legacy loans” and (2) “acquired loans,” which are loans acquired in a business combination.
Those acquired loans that are renewed or substantially modified after the date of the business combination, thereby
subjecting them to the Company’s allowance for credit losses methodology, are referred to as “acquired legacy
loans.” If a renewal or substantial modification of an acquired loan is underwritten by the Company with a new
credit analysis, the loan will no longer be categorized as an acquired loan. For example, acquired loans to one
borrower may be combined into a new loan with a new loan number and categorized as a legacy loan. Acquired
loans with a fair value discount or premium at the date of the business combination that remained at the reporting
date are referred to as “fair-valued acquired loans.” All fair-valued acquired loans are further categorized into “Non-
PCI loans” and “PCI loans” (purchased credit impaired loans). Acquired loans with evidence of credit quality
deterioration at acquisition for which it is probable that the Company would not be able to collect all contractual
amounts due are PCI loans.
43
The following tables summarize the Company’s legacy and acquired loan portfolios broken out into legacy
loans, acquired legacy loans, Non-PCI loans and PCI loans as of the dates indicated.
December 31, 2017
Acquired Loans
Residential mortgage loans held for sale
Commercial and industrial
Real estate:
Legacy
Loans
Acquired
Legacy
Loans
Non-PCI
Loans
(dollars in thousands)
— $
31,389 $
— $
$
1,196,539 226,972 53,347
PCI Loans Total Loans
— $
31,389
3,052 1,479,910
869 1,509,137
4,564 2,708,471
Construction, land development and other land loans 1,443,925 23,890 40,453
2,412,531 74,362 217,014
1-4 family residential (including home equity)
Commercial real estate (including multi-family
residential)
Farmland
Agriculture
Consumer and other
Total loans held for investment
Total
Residential mortgage loans held for sale
Commercial and industrial
Real estate:
429,298 14,772 58,390
718
134,847 51,712
244,044 28,097 13,980
2,650,333 317,905 334,271 13,118 3,315,627
502,841
187,277
286,121
8,511,517 737,710 718,173 21,984 9,989,384
$8,542,906 $ 737,710 $ 718,173 $ 21,984 $10,020,773
381
—
—
December 31, 2016
Acquired Loans
Acquired
Legacy
Loans
Legacy
Loans
Non-PCI
Loans
(dollars in thousands)
— $
$
— $
115,011
1,135,846 284,898
26,975 $
PCI Loans Total Loans
— $
26,975
3,684 1,539,439
Construction, land development and other land loans 1,152,873 42,990
1-4 family residential (including home equity)
2,289,107 83,785
Commercial real estate (including multi-family
66,629
312,254
1,431 1,263,923
5,710 2,690,856
residential)
Farmland
Agriculture
Consumer and other
Total loans held for investment
Total
2,352,094 300,773
396,353 19,363
135,835 49,795
214,905 29,175
492,822 16,420 3,162,109
484,588
68,484
187,748
2,118
266,422
22,342
7,677,013 810,779 1,079,660 27,633 9,595,085
$7,703,988 $ 810,779 $1,079,660 $ 27,633 $9,622,060
388
—
—
The Company offers a broad range of short to medium-term commercial loans, primarily collateralized, to
businesses for working capital (including inventory and receivables), business expansion (including acquisitions of
real estate and improvements) and the purchase of equipment and machinery. Historically, the Company has
originated loans for its own account, including all loans in the 1-4 family residential category, and has not
securitized its loans. However, the Company does originate longer-term residential mortgage loans for sale into the
secondary market. The purpose of a particular loan generally determines its structure.
Loans to borrowers with aggregate debt relationships over $1.0 million and below $3.5 million are evaluated
and acted upon on a daily basis by two of the company-wide loan concurrence officers. Loans to borrowers with
aggregate debt relationships above $3.5 million are evaluated and acted upon by an officers’ loan committee that
meets weekly. In addition to the officers’ loan committee evaluation, loans to borrowers with aggregate debt
relationships from $25.0 million to $50.0 million are evaluated and acted upon by the directors’ loan committee
which consists of three directors of the Bank and meets as necessary. Loans to borrowers with aggregate debt
relationships over $50.0 million are evaluated and acted upon by the Bank’s Board of Directors either at a regularly
scheduled monthly board meeting or by teleconference or written consent.
44
Commercial and Industrial Loans. In nearly all cases, the Company’s commercial loans are made in the
Company’s market areas and are underwritten on the basis of the borrower’s ability to service the debt from income.
As a general practice, the Company takes as collateral a lien on any available real estate, equipment or other assets
owned by the borrower and obtains a personal guaranty of the borrower or principal. Working capital loans are
primarily collateralized by short-term assets whereas term loans are primarily collateralized by long-term assets. In
general, commercial loans involve more credit risk than residential mortgage loans and commercial mortgage loans
and, therefore, usually yield a higher return. The increased risk in commercial loans is due to the type of collateral
securing these loans as well as the expectation that commercial loans generally will be serviced principally from the
operations of the business, and those operations may not be successful. Historical trends have shown these types of
loans to have higher delinquencies than mortgage loans. As a result of these additional complexities, variables and
risks, commercial loans require more thorough underwriting and servicing than other types of loans.
Included in commercial loans are (1) commitments to oil and gas producers secured by proven, developed and
producing reserves and (2) commitments to service, equipment and midstream companies secured mainly by
accounts receivable, inventory and equipment. Mineral reserve values supporting commitments to producers are
normally re-determined semi-annually using reserve studies prepared by a third-party or the Company’s oil and gas
engineer. Accounts receivable and inventory borrowing bases for service companies are typically re-determined
monthly. Funding requests by both producers and service companies are monitored relative to the most recently
determined borrowing base. As of December 31, 2017, the Company had $112.2 million in funded commitments
outstanding to oil and gas production companies and $63.0 million in unfunded commitments, for a total of $175.2
million. This compares with funded commitments to production companies of $119.9 million as of December 31,
2016 and $72.1 million in unfunded commitments, for a total of $192.0 million. Total unfunded commitments to
producers include letters of credit issued in lieu of oil well plugging bonds. As of December 31, 2017, the Company
had outstanding $188.3 million in funded commitments to service companies and $90.6 million in unfunded
commitments for a total of $278.9 million. This compares with funded commitments to service companies of $164.6
million as of December 31, 2016 and $73.4 million in unfunded commitments, for a total of $238.0 million.
Commercial Real Estate. The Company makes commercial real estate loans collateralized by owner-occupied
and nonowner-occupied real estate to finance the purchase of real estate. The Company’s commercial real estate
loans are collateralized by first liens on real estate, typically have variable interest rates (or five year or less fixed
rates) and amortize over a 15- to 20-year period. Payments on loans secured by nonowner-occupied properties are
often dependent on the successful operation or management of the properties. Accordingly, repayment of these loans
may be subject to adverse conditions in the real estate market or the economy to a greater extent than other types of
loans. The Company seeks to minimize these risks in a variety of ways, including giving careful consideration to the
property’s operating history, future operating projections, current and projected occupancy, location and physical
condition, in connection with underwriting these loans. The underwriting analysis also includes credit verification,
analysis of global cash flow, appraisals and a review of the financial condition of the borrower.
1-4 Family Residential Loans. The Company’s lending activities also include the origination of 1-4 family
residential mortgage loans (including home equity loans) collateralized by owner-occupied residential properties
located in the Company’s market areas. The Company offers a variety of mortgage loan portfolio products which
generally are amortized over five to 25 years. Loans collateralized by 1-4 family residential real estate generally
have been originated in amounts of no more than 89% of appraised value or have mortgage insurance. The Company
requires mortgage title insurance and hazard insurance. The Company retains these portfolio loans for its own
account rather than selling them into the secondary market. By doing so, the Company incurs interest rate risk as
well as the risks associated with nonpayments on such loans. The Company’s mortgage department also offers a
variety of mortgage loan products which are generally amortized over 30 years, including FHA and VA loans. The
Company sells these longer-term loans into the secondary market.
45
Construction, Land Development and Other Land Loans. The Company makes loans to finance the
construction of residential and, to a lesser extent, nonresidential properties. Construction loans generally are
collateralized by first liens on real estate and have floating interest rates. The Company conducts periodic
inspections, either directly or through an agent, prior to approval of periodic draws on these loans. Underwriting
guidelines similar to those described above are also used in the Company’s construction lending activities.
Construction loans involve additional risks attributable to the fact that loan funds are advanced upon the security of
a project under construction, and the project is of uncertain value prior to its completion. Because of uncertainties
inherent in estimating construction costs, the market value of the completed project and the effects of governmental
regulation on real property, it can be difficult to accurately evaluate the total funds required to complete a project
and the related loan to value ratio. As a result of these uncertainties, construction lending often involves the
disbursement of substantial funds with repayment dependent, in part, on the success of the ultimate project rather
than the ability of a borrower or guarantor to repay the loan. If the Company is forced to foreclose on a project prior
to completion, the Company may not be able to recover all of the unpaid portion of the loan. In addition, the
Company may be required to fund additional amounts to complete a project and may have to hold the property for
an indeterminate period of time. Although the Company has underwriting procedures designed to identify what it
believes to be acceptable levels of risks in construction lending, these procedures may not prevent losses from the
risks described above.
Agriculture Loans. The Company provides agriculture loans for short-term crop production, including rice,
cotton, milo and corn, farm equipment financing and agriculture real estate financing. The Company evaluates
agriculture borrowers primarily based on their historical profitability, level of experience in their particular
agriculture industry, overall financial capacity and the availability of secondary collateral to withstand economic and
natural variations common to the industry. Because agriculture loans present a higher level of risk associated with
events caused by nature, the Company routinely makes on-site visits and inspections in order to identify and monitor
such risks.
Consumer Loans. Consumer loans made by the Company include direct “A”-credit automobile loans,
recreational vehicle loans, boat loans, home improvement loans, personal loans (collateralized and uncollateralized)
and deposit account collateralized loans. The terms of these loans typically range from 12 to 180 months and vary
based upon the nature of collateral and size of loan. Generally, consumer loans entail greater risk than do real estate
secured loans, particularly in the case of consumer loans that are unsecured or collateralized by rapidly depreciating
assets such as automobiles. In such cases, any repossessed collateral for a defaulted consumer loan may not provide
an adequate source of repayment for the outstanding loan balance. The remaining deficiency often does not warrant
further substantial collection efforts against the borrower beyond obtaining a deficiency judgment. In addition,
consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to
be adversely affected by job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various
federal and state laws may limit the amount which can be recovered on such loans.
46
The contractual maturity ranges of the Company’s loan portfolio by type of loan and the amount of such loans
with predetermined interest rates and floating rates in each maturity range as of December 31, 2017 are summarized
in the following table. Contractual maturities are based on contractual amounts outstanding and do not include loan
purchase discounts of $34.7 million or loans held for sale of $31.4 million at December 31, 2017:
Commercial and industrial
Real estate:
$ 515,223 $
One Year or
Less
After One
Year Through
Five Years
After Five
Years
(Dollars in thousands)
453,988 $ 516,837 $ 1,486,048
Total
Construction, land development and other land loans
1-4 family residential (includes home equity)
Commercial (includes multi-family residential)
Agriculture (includes farmland)
Consumer and other
Total
Loans with a predetermined interest rate
Loans with a floating interest rate
Total
Nonperforming Assets
401,352
17,054
72,072
152,082
78,385
267,000
843,226 1,511,578
115,979 2,581,171 2,714,204
285,509 2,974,839 3,332,420
693,136
478,858
62,196
286,746
104,903
103,458
$1,236,168 $ 1,288,130 $7,499,834 $10,024,132
709,811 $3,078,157 $ 4,062,063
$ 274,095 $
578,319 4,421,677 5,962,069
962,073
$1,236,168 $ 1,288,130 $7,499,834 $10,024,132
Nonperforming assets include loans on nonaccrual status, accruing loans 90 days or more past due,
repossessed assets and real estate which has been acquired through foreclosure and is awaiting disposition.
Nonperforming assets do not include PCI loans unless the timing and amount of projected cash flows can no longer
be reasonably estimated. PCI loans become subject to the Company’s allowance for credit losses methodology when
a deterioration in projected cash flows is identified.
The Company has several procedures in place to assist it in maintaining the overall quality of its loan
portfolio. The Company has established underwriting guidelines to be followed by its officers, and the Company
also monitors its delinquency levels for any negative or adverse trends. Nevertheless, the Company’s loan portfolio
could become subject to increasing pressures from deteriorating borrower credit due to general economic conditions.
As part of the on-going monitoring of the Company’s loan portfolio and the methodology for calculating the
allowance for credit losses, management grades each loan from 1 to 9. Depending on the grade, loans in the same
grade are aggregated and a loss factor is applied to the total loans in the group to determine the allowance for credit
losses. For certain loans in risk grades 7 to 9, a specific reserve may be required.
The Company generally places a loan on nonaccrual status and ceases accruing interest when the payment of
principal or interest is delinquent for 90 days, or earlier in some cases, unless the loan is in the process of collection
and the underlying collateral fully supports the carrying value of the loan.
The Company requires appraisals on loans collateralized by real estate. With respect to potential problem
loans, an evaluation of the borrower’s overall financial condition is made to determine the need, if any, for possible
write-downs or appropriate additions to the allowance for credit losses.
47
The following table presents information regarding past due loans and nonperforming assets at the dates
indicated:
2017
2016
2015
2014
2013
December 31,
Nonaccrual loans (1)
Accruing loans 90 or more days past due
Total nonperforming loans
Repossessed assets
Other real estate
Total nonperforming assets
$ 25,264
1,004
26,268
35
11,152
$ 37,455
$
$
Nonperforming assets to total loans and other real
(Dollars in thousands)
$ 39,711
614
40,325
171
2,963
$ 43,459
31,642
956
32,598
241
15,463
48,302
$ 31,422
2,193
33,615
67
3,237
$ 36,919
$ 10,231
4,947
15,178
27
7,299
$ 22,504
estate
0.37%
0.50%
0.46%
0.40%
0.29%
(1)
Includes troubled debt restructurings of $53 thousand, $97 thousand, $681 thousand, $911 thousand and $1.4
million for the years ended December 31, 2017, 2016, 2015, 2014 and 2013, respectively.
The following tables present information regarding past due loans and nonperforming assets differentiated
among legacy loans, acquired legacy loans, Non-PCI loans and PCI loans at the dates indicated:
Nonaccrual loans
Accruing loans 90 or more days past due
Total nonperforming loans
Repossessed assets
Other real estate
Total nonperforming assets
December 31, 2017
Acquired Loans
Legacy Loans
Acquired
Legacy Loans
Non-PCI
Loans
PCI Loans
Total
Loans
$
$
8,040
1,004
9,044
19
10,952
20,015
$
$
(Dollars in thousands)
12,373
—
12,373
—
—
12,373
$
$
3,341
—
3,341
16
200
3,557
$
$
1,510
—
1,510
—
—
1,510
$ 25,264
1,004
26,268
35
11,152
$ 37,455
Nonperforming assets to total loans and other real
estate by category
0.23%
1.68%
0.50%
6.87%
0.37%
Nonaccrual loans
Accruing loans 90 or more days past due
Total nonperforming loans
Repossessed assets
Other real estate
Total nonperforming assets
December 31, 2016
Acquired Loans
Legacy Loans
Acquired
Legacy Loans
Non-PCI
Loans
PCI Loans
Total
Loans
$
$
9,983
903
10,886
—
13,442
24,328
$
$
(Dollars in thousands)
12,703
—
12,703
225
1,178
14,106
$
$
6,210
53
6,263
16
70
6,349
$
$
2,746
—
2,746
—
773
3,519
$ 31,642
956
32,598
241
15,463
$ 48,302
Nonperforming assets to total loans and other real
estate by category
0.32%
1.74%
0.59%
12.39%
0.50%
The Company had $37.5 million in nonperforming assets at December 31, 2017 compared with $48.3 million
at December 31, 2016 and $43.5 million at December 31, 2015. The nonperforming assets consisted of 99 separate
credits or other real estate properties at December 31, 2017, compared with 158 at December 31, 2016 and 147 at
December 31, 2015. If interest on nonaccrual loans had been accrued under the original loan terms, approximately
$2.7 million, $3.2 million and $3.9 million would have been recorded as income for the years ended December 31,
2017, 2016 and 2015, respectively.
48
At December 31, 2017, of the total nonperforming assets, $20.0 million resulted from legacy loans, $12.4
million resulted from acquired legacy loans, $3.6 million resulted from Non-PCI loans and $1.5 million resulted
from PCI loans. At December 31, 2016, of the total nonperforming assets, $24.3 million resulted from legacy loans,
$14.1 million resulted from acquired legacy loans, $6.3 million resulted from Non-PCI loans and $3.5 million
resulted from PCI loans. A PCI loan becomes impaired when there is a deterioration in projected cash flows after
acquisition.
Nonperforming assets were 0.37% of total loans and other real estate at December 31, 2017 compared with
0.50% of total loans and other real estate at December 31, 2016. The allowance for credit losses as a percentage of
total nonperforming loans was 319.9% at December 31, 2017 and 261.8% at December 31, 2016.
Allowance for Credit Losses
The following table presents, as of and for the periods indicated, an analysis of the allowance for credit losses
and other related data:
2017
Average loans outstanding
Gross loans outstanding at end of period
Allowance for credit losses at beginning of
$ 9,822,225
$10,020,773
2016
Years Ended December 31,
2015
(Dollars in thousands)
$9,200,765
$9,438,589
$9,629,714
$9,622,060
2014
2013
$8,988,069
$9,244,183
$6,202,897
$7,775,221
$
85,326
14,325
$
81,384
24,000
$
80,762
7,560
$
67,282
18,275
$
52,564
17,240
period
Provision for credit losses
Charge-offs:
Commercial and industrial
Real estate and agriculture
Consumer and other
Recoveries:
Commercial and industrial
Real estate and agriculture
Consumer and other
Net charge-offs
Allowance for credit losses at end of period $
Ratio of allowance to end of period loans
Ratio of net charge-offs to average loans
Ratio of allowance to end of period
(14,836)
(446)
(3,652)
(14,371)
(7,796)
(5,346)
(7,696)
(1,150)
(3,304)
(818)
(3,458)
(5,674)
1,763
506
1,055
(15,610)
$
84,041
0.84%
0.16%
2,812
3,516
1,127
(20,058)
$
85,326
0.89%
0.21%
3,322
600
1,290
(6,938)
$
81,384
0.86%
0.08%
466
1,561
3,128
(4,795)
$
80,762
0.87%
0.05%
(672)
(1,423)
(3,398)
348
1,330
1,293
(2,522)
67,282
0.87%
0.04%
nonperforming loans
319.9%
261.8%
201.8%
240.3%
443.3%
The allowance for credit losses is a valuation established through charges to earnings in the form of a
provision for credit losses. The amount of the allowance for credit losses is affected by the following: (1) charge-
offs of loans that occur when loans are deemed uncollectible and decrease the allowance, (2) recoveries on loans
previously charged off that increase the allowance and (3) provisions for credit losses charged to earnings that
increase the allowance. Based on an evaluation of the loan portfolio and consideration of the factors listed below,
management presents a quarterly review of the allowance for credit losses to the Bank’s Board of Directors,
indicating any change in the allowance since the last review and any recommendations as to adjustments in the
allowance. Although management believes it uses the best information available to make determinations with
respect to the allowance for credit losses, further adjustments may be necessary if economic conditions differ from
the assumptions used in making the initial determinations.
The Company’s allowance for credit losses consists of two components: a specific valuation allowance based
on probable losses on specifically identified loans and a general valuation allowance based on historical loan loss
experience, general economic conditions and other qualitative risk factors both internal and external to the
Company.
49
In setting the specific valuation allowance, the Company follows a loan review program to evaluate the credit
risk in the total loan portfolio and assigns risk grades to each loan. Through this loan review process, the Company
maintains an internal list of impaired loans which, along with the delinquency list of loans, helps management assess
the overall quality of the loan portfolio and the adequacy of the allowance for credit losses. All loans that have been
identified as impaired are reviewed on a quarterly basis in order to determine whether a specific reserve is required.
For certain impaired loans, the Company allocates a specific loan loss reserve primarily based on the value of the
collateral securing the impaired loan. The specific reserves are determined on an individual loan basis. Loans for
which specific reserves are provided are excluded from the general valuation allowance described below.
In connection with this review of the loan portfolio, the Company considers risk elements attributable to
particular loan types or categories in assessing the quality of individual loans. Some of the risk elements include:
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
for 1-4 family residential mortgage loans, the borrower’s ability to repay the loan, including a
consideration of the debt to income ratio and employment and income stability, the loan to value ratio,
and the age, condition and marketability of collateral;
for commercial mortgage loans and multifamily residential loans, the debt service coverage ratio
(income from the property in excess of operating expenses compared to loan payment requirements),
operating results of the owner in the case of owner-occupied properties, the loan to value ratio, the age
and condition of the collateral and the volatility of income, property value and future operating results
typical of properties of that type;
for construction, land development and other land loans, the perceived feasibility of the project
including the ability to sell developed lots or improvements constructed for resale or the ability to lease
property constructed for lease, the quality and nature of contracts for presale or prelease, if any,
experience and ability of the developer and loan to value ratio;
for commercial and industrial loans, the operating results of the commercial, industrial or professional
enterprise, the borrower’s business, professional and financial ability and expertise, the specific risks
and volatility of income and operating results typical for businesses in that category and the value,
nature and marketability of collateral;
for agriculture real estate loans, the experience and financial capability of the borrower, projected debt
service coverage of the operations of the borrower and loan to value ratio; and
for non-real estate agriculture loans, the operating results, experience and financial capability of the
borrower, historical and expected market conditions and the value, nature and marketability of
collateral.
In addition, for each category, the Company considers secondary sources of income and the financial strength
and credit history of the borrower and any guarantors.
In determining the amount of the general valuation allowance, management considers factors such as
historical loan loss experience, concentration risk of specific loan types, the volume, growth and composition of the
Company’s loan portfolio, current economic conditions that may affect the borrower’s ability to pay and the value of
collateral, the evaluation of the Company’s loan portfolio through its internal loan review process, general economic
conditions, other qualitative risk factors both internal and external to the Company and other relevant factors. Based
on a review of these factors for each loan type, the Company applies an estimated percentage to the outstanding
balance of each loan type, excluding any loan that has a specific reserve allocated to it. The Company uses this
information to establish the amount of the general valuation allowance.
A change in the allowance for credit losses can be attributable to several factors, most notably (1) specific
reserves identified for impaired loans, (2) historical credit loss information, (3) changes in environmental factors and
(4) growth in the balance of legacy loans and the re-categorization of fair-valued acquired loans to acquired legacy
loans, which subjects such loans to the allowance methodology.
50
Changes in the Company’s asset quality are reflected in the allowance in several ways. Specific reserves that
are calculated on a loan-by-loan basis and the qualitative assessment of all other loans reflect current changes in the
credit quality of the loan portfolio. Historical credit losses, on the other hand, are based on a three-year look back
period, which are then applied to estimate current credit losses inherent in the loan portfolio. A deterioration in the
credit quality of the loan portfolio in the current period would increase the historical credit loss factor to be applied
in future periods, just as an improvement in credit quality would decrease the historical credit loss factor.
The allowance for credit losses is further determined by the size of the loan portfolio subject to the allowance
methodology and environmental factors that include Company-specific risk indicators and general economic
conditions, both of which are constantly changing. The Company evaluates the economic and portfolio-specific
factors on a quarterly basis to determine a qualitative component of the general valuation allowance. The factors
include economic metrics, business conditions, delinquency trends, credit concentrations, nature and volume of the
portfolio and other adjustments for items not covered by specific reserves and historical loss experience.
Management’s assessment of qualitative factors is a statistically based approach to determine the inherent probable
loss associated with such factors. Based on the Company’s actual historical loan loss experience relative to
economic and loan portfolio-specific factors at the time the losses occurred, management is able to identify the
probabilities of default and loss severity based on current economic conditions. The correlation of historical loss
experience with current economic conditions provides an estimate of inherent and probable losses that has not been
previously factored into the general valuation allowance by the determination of specific reserves and recent
historical losses. Additionally, the Company considers qualitative factors not easily quantified and the possibility of
model imprecision.
Utilizing the aggregation of specific reserves, historical loss experience and a qualitative component,
management is able to determine the valuation allowance to reflect the full inherent probable loss.
In determining the allowance for credit losses, management also considers the type of loan (legacy or
acquired) and the credit quality of the loan. The Company distinguishes between legacy loans and acquired legacy
loans, which are accounted for under the contractual yield method, and fair-valued acquired loans consisting of Non-
PCI loans and PCI loans, which are accounted for as purchased loans.
Loans acquired in business combinations are initially recorded at fair value, which includes an estimate of
inherent credit losses expected to be realized over the remaining lives of the loans, and therefore no corresponding
allowance for credit losses is recorded for these loans at acquisition. When a fair-valued acquired loan is renewed at
its maturity date, the loan is re-categorized as an acquired legacy loan. When a fair-valued acquired loan is modified
after acquisition, the loan is independently evaluated subsequent to the modification decision to determine whether
the modification was substantial, and therefore requires that the loan be re-categorized as an acquired legacy loan.
This determination is based on a discounted cash-flow analysis. Generally, when a change in discounted cash-flow
of greater than 10% is identified, the fair-valued acquired loan becomes categorized as an acquired legacy loan. If
and when a fair-valued acquired loan becomes an acquired legacy loan, the acquired legacy loan is evaluated at the
time of renewal or modification in accordance with the Company’s allowance for credit losses methodology
described above.
Non-PCI loans that were not deemed impaired subsequent to the acquisition date are considered non-impaired
and are evaluated as part of the general valuation allowance. Non-PCI loans that have not become impaired
subsequent to acquisition are segregated into a pool for each acquisition for allowance calculation purposes. For
each pool, the Company estimates a hypothetical allowance for credit losses also referred to as an “indicated
reserve” that is calculated in accordance with GAAP requirements. The Company uses the acquired bank’s past loss
history adjusted for qualitative factors to establish the indicated reserve. The indicated reserve for each pool of Non-
PCI loans is compared with the remaining discount for the respective pool to test for credit quality deterioration and
the possible need for a loan loss provision. To the extent the remaining discount of the pool is greater than the
indicated reserve, no additional allowance is necessary. If the remaining discount of the pool is less than the
indicated reserve, the difference results in an increase to the allowance recorded through a provision for credit
losses.
51
Non-PCI loans that have deteriorated to an impaired status subsequent to acquisition are evaluated for a
specific reserve on a quarterly basis which, when identified, is added to the allowance for credit losses. The
Company reviews impaired Non-PCI loans on a loan-by-loan basis and determines the specific reserve based on the
difference between the recorded investment in the loan and one of three factors: expected future cash flows,
observable market price or fair value of the collateral. Because essentially all of the Company’s impaired Non-PCI
loans have been collateral-dependent, the amount of the specific reserve historically has been determined by
comparing the fair value of the collateral securing the Non-PCI loan with the recorded investment in such loan. In
the future, the Company will continue to analyze impaired Non-PCI loans on a loan-by-loan basis and may use an
alternative measurement method to determine the specific reserve, as appropriate and in accordance with applicable
accounting standards.
PCI loans are individually monitored on a quarterly basis to assess for deterioration subsequent to acquisition
and are only subject to the Company’s allowance methodology when a deterioration in projected cash flows is
identified. If a deterioration in cash flows is identified, an additional provision for credit losses is made. PCI loans
were recorded at their acquisition date fair values, which were based on expected cash flows and included estimates
of expected future credit losses. The Company’s estimates of loan fair values at the acquisition date may be adjusted
for a period of up to one year as the Company continues to evaluate its estimate of expected future cash flows at the
acquisition date. If the Company determines that losses arose after the acquisition date, the additional losses will be
reflected as a provision for credit losses. An allowance for credit losses is not calculated for PCI loans that have not
experienced deterioration subsequent to the acquisition date. See “Critical Accounting Policies” above for more
information.
As described in the section captioned “Critical Accounting Policies” above, the Company’s determination of
the allowance for credit losses involves a high degree of judgment and complexity. The Company’s analysis of
qualitative, or environmental, factors on pools of loans with common risk characteristics, in combination with the
quantitative historical loss information and specific reserves, provides the Company with an estimate of inherent
losses. The allowance must reflect changes in the balance of loans subject to the allowance methodology, as well as
the estimated imminent losses associated with those loans. In the Company’s case, the $1.3 million decrease in the
allowance for credit losses for the year ended December 31, 2017 was primarily attributable to improved
environmental factors, partially offset by increases in historical loss rates, loan balances and specific reserves
identified for loans with deteriorated credit quality.
The following table shows the allocation of the allowance for credit losses among various categories of loans
and certain other information as of the dates indicated. The allocation is made for analytical purposes and is not
necessarily indicative of the categories in which future losses may occur. The total allowance is available to absorb
losses from any loan category.
2017
2016
Percent of
Loans to
Total
Loans
Amount
Percent of
Loans to
Total
Loans
Amount
December 31,
2015
Percent of
Loans to
Total
Loans
Amount
(Dollars in thousands)
2014
2013
Percent of
Loans to
Total
Loans
Amount
Percent of
Loans to
Total
Loans
Amount
$38,810
39,933
14.8% $35,836
75.5% 43,811
16.0% $33,409
74.2% 42,769
17.9% $30,002
72.5% 44,946
19.5% $ 8,167
71.2% 56,234
16.5%
73.9%
Balance of allowance for credit
losses applicable to:
Commercial and industrial
Real estate
Agriculture and agriculture
real estate
Consumer and other
3,772
1,526
Total allowance for credit losses $84,041
6.9% 4,073
2.8% 1,606
100.0% $85,326
7.0% 3,845
2.8% 1,361
100.0% $81,384
6.9% 3,722
2.7% 2,092
100.0% $80,762
6.0% 1,229
3.3% 1,652
100.0% $67,282
6.8%
2.8%
100.0%
The Company further disaggregates its allowance for credit losses to distinguish between the portion of the
allowance attributed to legacy loans and the portion attributed to acquired loans.
52
The following tables present, as of and for the periods indicated, information regarding the allowance for
credit losses differentiated between legacy loans and acquired loans, which includes acquired legacy loans, Non-PCI
loans and PCI loans. The charge-offs and recoveries with respect to the acquired loans shown below are primarily
from acquired legacy loans. Reported net charge-offs may include those from Non-PCI loans and PCI loans, but
only if the total charge-off required is greater than the remaining discount.
As of and for the Year Ended December 31, 2017
Acquired Loans
Legacy Loans
(Dollars in thousands)
Total
$ 8,153,733
$ 8,542,906
73,846
$
6,587
$
$
$
1,668,492
1,477,867
11,480
7,738
$ 9,822,225
$10,020,773
85,326
$
14,325
(5,503)
(228)
(3,618)
959
340
1,024
(7,026)
$
73,407
0.86%
0.09%
811.7%
(9,333)
(218)
(34)
804
166
31
(8,584)
$
10,634
0.72%
0.51%
61.7%
(14,836)
(446)
(3,652)
1,763
506
1,055
(15,610)
84,041
0.84%
0.16%
319.9%
Total
As of and for the Year Ended December 31, 2016
Acquired Loans
Legacy Loans
(Dollars in thousands)
2,225,719
1,918,072
16,475
4,260
$ 7,403,995
$ 7,703,988
64,909
$
19,740
$9,629,714
$9,622,060
81,384
$
24,000
$
$
$
(4,019)
(7,675)
(5,158)
(10,352)
(121)
(188)
(14,371)
(7,796)
(5,346)
1,497
3,435
1,117
(10,803)
$
73,846
0.96%
0.15%
678.4%
1,315
81
10
(9,255)
$
11,480
0.60%
0.42%
52.9%
2,812
3,516
1,127
(20,058)
85,326
0.89%
0.21%
261.8%
Average loans outstanding
Gross loans outstanding at end of period
Allowance for credit losses at beginning of period
Provision for credit losses
Charge-offs:
Commercial and industrial
Real estate and agriculture
Consumer and other
Recoveries:
Commercial and industrial
Real estate and agriculture
Consumer and other
Net charge-offs
Allowance for credit losses at end of period
Ratio of allowance to end of period loans
Ratio of net charge-offs to average loans
Ratio of allowance to end of period nonperforming loans
$
Average loans outstanding
Gross loans outstanding at end of period
Allowance for credit losses at beginning of period
Provision for credit losses
Charge-offs:
Commercial and industrial
Real estate and agriculture
Consumer and other
Recoveries:
Commercial and industrial
Real estate and agriculture
Consumer and other
Net charge-offs
Allowance for credit losses at end of period
Ratio of allowance to end of period loans
Ratio of net charge-offs to average loans
Ratio of allowance to end of period nonperforming loans
$
53
The Company had gross charge-offs on legacy loans of $9.3 million during the year ended December 31, 2017
compared with $16.9 million during the year ended December 31, 2016. Partially offsetting these charge-offs were
recoveries on legacy loans of $2.3 million for the year ended December 31, 2017 compared with $6.0 million for the
year ended December 31, 2016. Total charge-offs for the year ended December 31, 2017 were $18.9 million,
partially offset by total recoveries of $3.3 million. Total charge-offs for the year ended December 31, 2016 were
$27.5 million, partially offset by total recoveries of $7.5 million.
The following tables show the allocation of the allowance for credit losses among various categories of loans
disaggregated between legacy loans, acquired legacy loans, Non-PCI loans and PCI loans at the dates indicated. The
allocation is made for analytical purposes and is not necessarily indicative of the categories in which future losses
may occur. The total allowance is available to absorb losses from any loan category, regardless of whether allocated
to a legacy loan or an acquired loan.
Balance of allowance for credit losses
applicable to:
Commercial and industrial
Real estate
Agriculture and agriculture real estate
Consumer and other
Total allowance for credit losses
Balance of allowance for credit losses
applicable to:
Commercial and industrial
Real estate
Agriculture and agriculture real estate
Consumer and other
Total allowance for credit losses
December 31, 2017
Acquired Loans
Legacy
Loans
Acquired
Legacy
Loans
Non-PCI
Loans
(Dollars in thousands)
PCI Loans
Total
Allowance
Percent of
Loans to
Total Loans
$ 31,758 $
37,407
2,746
1,496
7,052 $
2,153
1,026
30
$ 73,407 $ 10,261 $
— $
373
—
—
373 $
— $ 38,810
— 39,933
3,772
—
—
1,526
— $ 84,041
14.8%
75.5%
6.9%
2.8%
100.0%
December 31, 2016
Acquired Loans
Legacy
Loans
Acquired
Legacy
Loans
Non-PCI
Loans
(Dollars in thousands)
PCI Loans
Total
Allowance
Percent of
Loans to
Total Loans
$ 28,049 $
41,254
2,982
1,561
7,690 $
2,455
1,074
45
$ 73,846 $ 11,264 $
66 $
102
17
—
185 $
31 $ 35,836
— 43,811
4,073
—
—
1,606
31 $ 85,326
16.0%
74.2%
7.0%
2.8%
100.0%
At December 31, 2017, the allowance for credit losses totaled $84.0 million or 0.84% of total loans. At
December 31, 2016, the allowance for credit losses totaled $85.3 million or 0.89% of total loans, and at
December 31, 2015, the allowance totaled $81.4 million or 0.86% of total loans. The allowance for credit losses at
December 31, 2017 decreased $1.3 million or 1.5% compared with December 31, 2016.
At December 31, 2017, $73.4 million of the allowance was attributable to legacy loans compared with $73.8
million of the allowance at December 31, 2016, a decrease of $439 thousand or 0.6%. This change was primarily
due to improved environmental factors, partially offset by increases in historical loss rates and legacy loan balances.
At December 31, 2017, $10.3 million of the allowance was attributable to acquired legacy loans compared
with $11.3 million of the allowance at December 31, 2016, a decrease of $1.0 million or 8.9%. This decrease was
primarily due to improved environmental factors, partially offset by increases in historical loss rates and specific
reserves identified for loans with deteriorated credit quality.
54
At December 31, 2017, $373 thousand of the allowance was attributable to Non-PCI loans compared with
$185 thousand of the allowance at December 31, 2016, an increase of $188 thousand or 101.6%. This change was
primarily attributable to an increase in specific reserves identified for loans with deteriorated credit quality.
At December 31, 2017, no part of the allowance was attributable to PCI loans compared with $31 thousand of
the allowance at December 31, 2016. This decrease was primarily attributable to the charge-off of one loan with
specific reserves identified at December 31, 2016.
At December 31, 2017, the Company had $34.7 million of total outstanding discounts on Non-PCI and PCI
loans, of which $28.7 million was accretable.
The Company believes that the allowance for credit losses at December 31, 2017 is adequate to cover
estimated losses in the loan portfolio as of such date. Nevertheless, the Company could sustain losses in future
periods that could be substantial in relation to the size of the allowance at December 31, 2017.
Securities
The Company uses its securities portfolio to manage interest rate risk and as a source of income and liquidity
for cash requirements. At December 31, 2017, the carrying amount of investment securities totaled $9.67 billion, a
decrease of $54.0 million or 0.6% compared with $9.73 billion at December 31, 2016. At December 31, 2017,
securities represented 42.8% of total assets compared with 43.6% of total assets at December 31, 2016.
At the date of purchase, the Company is required to classify debt and equity securities into one of three
categories: held to maturity, trading or available for sale. At each reporting date, the appropriateness of the
classification is reassessed. Investments in debt securities are classified as held to maturity and measured at
amortized cost in the financial statements only if management has the positive intent and ability to hold those
securities to maturity. Securities that are bought and held principally for the purpose of selling them in the near term
are classified as trading and measured at fair value in the financial statements with unrealized gains and losses
included in earnings. Investments not classified as either held to maturity or trading are classified as available for
sale and measured at fair value in the financial statements with unrealized gains and losses reported, net of tax, in a
separate component of shareholders’ equity until realized.
The following table summarizes the carrying value by classification of securities as of the dates shown:
2017
December 31,
2016
2015
Amortized
Cost
Fair Value
Amortized
Cost
Fair Value
Amortized
Cost
Fair Value
(Dollars in thousands)
Available for Sale
States and political subdivisions
Collateralized mortgage obligations
Mortgage-backed securities
Other securities
Total
Held to Maturity
U.S. Treasury securities and obligations of
U.S. Government agencies
States and political subdivisions
Corporate debt securities
Collateralized mortgage obligations
Mortgage-backed securities
Total
$
1,817 $
99,996
103,612
12,588
1,920 $
120,599
85,863
12,794
$ 218,013 $ 217,870 $ 219,005 $ 221,176 $
1,915 $
120,478
84,024
12,588
1,820 $
100,061
103,489
12,500
5,485
5,463 $
25,916
25,991
58,971
55,884
12,692
12,588
99,926 $ 103,064
$
32,235 $
328,666
—
653
32,380 $
332,122
—
650
48,396
370,043
—
2,122
9,092,692 8,958,330 9,086,422 8,917,863 8,986,153 8,972,614
$9,454,246 $9,323,482 $9,504,910 $9,339,455 $9,399,363 $9,393,175
47,598 $
363,505
—
2,107
34,020 $
386,621
100
851
33,523 $
384,015
100
850
55
Certain investment securities are valued at less than their historical cost. Management evaluates securities for
other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or
market conditions warrant such an evaluation.
In determining OTTI, management considers many factors, including: (1) the length of time and the extent to
which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer,
(3) whether the market decline was affected by macroeconomic conditions and (4) whether the entity has the intent
to sell the debt security or more likely than not will be required to sell the debt security before its anticipated
recovery. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity
and judgment and is based on the information available to management at the time of such determination.
Management has the ability and intent to hold the securities classified as held-to-maturity until they mature, at
which time the Company will receive full value for the securities. Furthermore, as of December 31, 2017,
management does not have the intent to sell any of the securities classified as available for sale before a recovery of
cost. In addition, management believes it is more likely than not that the Company will not have to sell any of its
investment securities before a recovery of cost. As of December 31, 2017, management believes any impairment in
the Company’s securities is temporary and no impairment loss has been realized in the Company’s consolidated
statement of income. The Company recorded no other-than-temporary impairment charges in 2017, 2016 or 2015.
The following table summarizes the contractual maturity of securities and their weighted average yields as of
December 31, 2017. The contractual maturity of a mortgage-backed security is the date at which the last underlying
mortgage matures. The weighted average life of the Company’s securities portfolio is 3.97 years, with a modified
duration of 3.67 at December 31, 2017. Available for sale securities are shown at fair value and held to maturity
securities are shown at amortized cost. For purposes of the table below, tax-exempt states and political subdivisions
are calculated on a tax equivalent basis.
Within One
Year
Amount Yield
After One Year
but Within
Five Years
Amount Yield
December 31, 2017
After Five Years
but Within
Ten Years
Amount
Yield
After Ten Years
Amount
Yield
Total
Total
Yield
(Dollars in thousands)
$ 6,640 1.81% $ 25,595 2.23% $
— —
$
— —
$
32,235 2.14%
26,889 2.45% 158,646 2.89%
12,500 2.23%
— —
128,457 3.79%
— —
16,494 4.16%
— —
330,486 3.27%
12,500 2.23%
U.S. Treasury securities and
obligations of U.S.
government agencies
States and political
subdivisions
Other Securities
Collateralized mortgage
obligations
100,714 1.74%
Mortgage-backed securities 7,599 4.06% 250,835 3.21% 2,029,830 2.24% 6,907,917 2.16% 9,196,181 2.21%
$53,628 2.54% $435,093 3.04% $2,158,431 2.33% $7,024,964 2.16% $9,672,116 2.24%
100,553 1.74%
144 1.81%
17 —
— —
Total
The contractual maturity of mortgage-backed securities and collateralized mortgage obligations is not a
reliable indicator of their expected life because borrowers have the right to prepay their obligations at any time.
Mortgage-backed securities monthly pay downs cause the average lives of the securities to be much different than
their stated lives. During a period of increasing interest rates, fixed rate mortgage-backed securities do not tend to
experience heavy prepayments of principal, and consequently, the average life of this security will be lengthened. If
interest rates begin to fall, prepayments may increase, thereby shortening the estimated life of this security.
At December 31, 2017 and 2016, the Company did not own securities of any one issuer (other than the U.S.
government and its agencies) for which aggregate adjusted cost exceeded 10% of the consolidated shareholders’
equity at such respective dates.
56
The average tax equivalent yield of the securities portfolio was 2.24% as of December 31, 2017 compared
with 2.24% as of December 31, 2016 and 2.28% as of December 31, 2015. The decrease in yields during 2016 was
primarily due to the Company’s reinvestment of funds at lower rates in 2016 compared with the rates in 2015. The
average yield excluding the tax equivalent adjustment was 2.15% for the year ended December 31, 2017 compared
with 2.13% for the year ended December 31, 2016 and 2.03% for the year ended December 31, 2015. The overall
non-acquisition growth in the average securities portfolio over the comparable periods was primarily funded by
average deposit growth and other borrowings.
Mortgage-backed securities are securities that have been developed by pooling a number of real estate
mortgages and which are principally issued by federal agencies such as Government National Mortgage Association
(Ginnie Mae), Fannie Mae and Freddie Mac. These securities are deemed to have high credit ratings, and minimum
regular monthly cash flows of principal and interest are guaranteed by the issuing agencies.
Unlike U.S. Treasury and U.S. government agency securities, which have a lump sum payment at maturity,
mortgage-backed securities provide cash flows from regular principal and interest payments and principal
prepayments throughout the lives of the securities. Premiums and discounts on mortgage-backed securities are
amortized over the expected life of the security and may be impacted by prepayments. As such, mortgage-backed
securities which are purchased at a premium will generally suffer decreasing net yields as interest rates drop because
home owners tend to refinance their mortgages resulting in prepayments and an acceleration of premium
amortization. Securities purchased at a discount will obtain higher net yields in a decreasing interest rate
environment as prepayments result in a acceleration of discount accretion. At December 31, 2017, 75.1% of the
mortgage-backed securities held by the Company had contractual final maturities of more than ten years with a
weighted average life of 4.38 years.
Collateralized mortgage obligations (“CMOs”) are bonds that are backed by pools of mortgages. The pools
can be Ginnie Mae, Fannie Mae or Freddie Mac pools or they can be private-label pools. CMOs are designed so that
the mortgage collateral will generate a cash flow sufficient to provide for the timely repayment of the bonds.
Provided that the collateral cash flow is adequate to meet scheduled bond payments, the mortgage collateral pool
can be structured to accommodate various desired bond repayment schedules.
This is accomplished by dividing the bonds into classes to which payments on the underlying mortgage pools are
allocated in different order. The bond’s cash flow, for example, can be dedicated to one class of bondholders at a
time, thereby increasing call protection to bondholders. In private-label CMOs, losses on underlying mortgages are
directed to the most junior of all classes and then to the classes above in order of increasing seniority, which means
that the senior classes have enough credit protection to be given the highest credit rating by the rating agencies.
Deposits
The Company’s lending and investing activities are primarily funded by deposits. The Company offers a
variety of deposit accounts having a wide range of interest rates and terms including demand, savings, money
market and time accounts. The Company relies primarily on competitive pricing policies and customer service to
attract and retain these deposits.
Total deposits at December 31, 2017 were $17.82 billion, an increase of $514.2 million or 3.0% compared
with $17.31 billion at December 31, 2016. Total deposits at December 31, 2016 were $17.31 billion, a decrease of
$373.8 million or 2.1% compared with $17.68 billion at December 31, 2015. Noninterest-bearing deposits at
December 31, 2017 were $5.62 billion compared with $5.19 billion at December 31, 2016, an increase of $432.3
million or 8.3%. Noninterest-bearing deposits at December 31, 2016 were $5.19 billion compared with $5.14 billion
at December 31, 2015, an increase of $54.4 million or 1.1%. Interest-bearing deposits at December 31, 2017 were
$12.20 billion, an increase of $81.8 million or 0.7% compared with $12.12 billion at December 31, 2016. Interest-
bearing deposits at December 31, 2016 were $12.12 billion, a decrease of $428.2 million or 3.4% compared with
$12.54 billion at December 31, 2015.
57
The daily average balances and weighted average rates paid on deposits for each of the years ended
December 31, 2017, 2016 and 2015 are presented below:
2017
Average
Balance
Average
Rate
Years Ended December 31,
2016
Average
Average
Balance
Rate
(Dollars in thousands)
2015
Average
Balance
Average
Rate
Interest-bearing checking
Regular savings
Money market savings
Time deposits
Total interest-bearing deposits
Noninterest-bearing deposits
Total deposits
$ 3,816,996
2,224,936
3,336,917
2,289,296
11,668,145
5,347,227
$17,015,372
0.31% $ 4,066,799
2,037,051
0.29
3,621,390
0.36
2,505,526
0.69
12,230,766
0.40
5,117,621
—
0.27% $17,348,387
0.24% $ 3,873,495
1,859,257
0.25
3,646,267
0.27
2,754,466
0.57
12,133,485
0.32
5,024,379
—
0.23% $17,157,864
0.23%
0.20
0.27
0.50
0.30
—
0.21%
The Company’s ratio of average noninterest-bearing deposits to average total deposits for the years ended
December 31, 2017, 2016 and 2015 was 31.4%, 29.5% and 29.3%, respectively.
The following table sets forth the amount of the Company’s certificates of deposit that are $100,000 or
greater by time remaining until maturity at December 31, 2017 (dollars in thousands):
Three months or less
Over three through six months
Over six through 12 months
Over 12 months
Total
$ 360,625
291,117
351,823
298,476
$ 1,302,041
27.7%
22.4
27.0
22.9
100.00%
Other Borrowings
The Company utilizes borrowings to supplement deposits to fund its lending and investment activities.
Borrowings consist of funds from the Federal Home Loan Bank (“FHLB”) and securities sold under repurchase
agreements.
The following table presents the Company’s borrowings at December 31, 2017 and 2016:
FHLB
Advances
FHLB Long-
Term Notes
Payable
(Dollars in thousands)
Securities Sold
Under
Repurchase
Agreements
December 31, 2017
Amount outstanding at year-end
Weighted average interest rate at year-end
Maximum month-end balance during the year
Average balance outstanding during the year
Weighted average interest rate during the year
December 31, 2016
$
500,000
$ 1,539,000
$ 1,137,378
$
1.21%
$
$
1.11%
Amount outstanding at year-end
Weighted average interest rate at year-end
Maximum month-end balance during the year
Average balance outstanding during the year
Weighted average interest rate during the year
$
$
$
58
985,000
$
0.56%
$
$
0.52%
985,000
518,404
5,223
$
5.70%
$
$
5.69%
5,735
5,519
5,781
$
5.66%
$
$
5.65%
6,342
6,086
324,154
0.39%
363,753
328,652
0.39%
320,430
0.29%
331,599
319,551
0.29%
FHLB advances and long-term notes payable—The Company has an available line of credit with the FHLB of
Dallas, which allows the Company to borrow on a collateralized basis. The Company’s FHLB advances are
typically considered short-term borrowings used to manage liquidity as needed. Maturing advances are replaced by
drawing on available cash, making additional borrowings or through increased customer deposits. At December 31,
2017, the Company had total funds of $5.77 billion available under this line, of which a total amount of $505.2
million was outstanding. FHLB advances were $500.0 million at December 31, 2017 with a weighted average
interest rate of 1.21%. Long-term notes payable were $5.2 million at December 31, 2017, with an average interest
rate of 5.70%. The maturity dates on the FHLB notes payable range from the years 2018 to 2027 and have interest
rates ranging from 4.51% to 6.10%.
Securities sold under repurchase agreements with Company customers—At December 31, 2017, the
Company had $324.2 million in securities sold under repurchase agreements compared with $320.4 million at
December 31, 2016, with weighted average rates paid of 0.39% and 0.29% for the years ended December 31, 2017
and 2016, respectively. Repurchase agreements are generally settled on the following business day; however,
approximately $9.8 million of repurchase agreements outstanding at December 31, 2017 have maturity dates ranging
from 6 to 24 months. All securities sold under agreements to repurchase are collateralized by certain pledged
securities.
Junior Subordinated Debentures
On January 1, 2016, in connection with the acquisition of Tradition, the Company assumed $7.2 million in
junior subordinated debentures. During the second quarter of 2016, the Company redeemed all of its outstanding
junior subordinated debentures. Accordingly, as of December 31, 2017 and 2016, the Company had no junior
subordinated debentures outstanding.
Interest Rate Sensitivity and Market Risk
The Company’s asset liability and funds management policy provides management with the guidelines for
effective funds management, and the Company has established a measurement system for monitoring its net interest
rate sensitivity position. The Company manages its sensitivity position within established guidelines.
As a financial institution, the Company’s primary component of market risk is interest rate volatility.
Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most of the
Company’s assets and liabilities, and the market value of all interest-earning assets and interest-bearing liabilities,
other than those which have a short term to maturity. Interest rate risk is the potential of economic losses due to
future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a
loss of current fair market values. The objective is to measure the effect on net interest income and to adjust the
balance sheet to minimize the inherent risk while at the same time maximizing income.
The Company manages its exposure to interest rates by structuring its balance sheet in the ordinary course of
business. The Company does not enter into instruments such as leveraged derivatives, interest rate swaps, financial
options, financial future contracts or forward delivery contracts for the purpose of reducing interest rate risk. Based
upon the nature of the Company’s operations, with the exception of how commodity prices may impact the
Company’s borrowers’ ability to repay loans, the Company is not subject to foreign exchange or commodity price
risk. The Company does not own any trading assets.
59
The Company’s exposure to interest rate risk is managed by the Asset Liability Committee (“ALCO”), which
is composed of senior officers of the Company, in accordance with policies approved by the Company’s Board of
Directors. The ALCO formulates strategies based on appropriate levels of interest rate risk. In determining the
appropriate level of interest rate risk, the ALCO considers the impact on earnings and capital of the current outlook
on interest rates, potential changes in interest rates, regional economies, liquidity, business strategies and other
factors. The ALCO meets regularly to review, among other things, the sensitivity of assets and liabilities to interest
rate changes, the book and market values of assets and liabilities, unrealized gains and losses, purchase and sale
activities, commitments to originate loans and the maturities of investments and borrowings. Additionally, the
ALCO reviews liquidity, cash flow flexibility, maturities of deposits and consumer and commercial deposit activity.
Management uses two methodologies to manage interest rate risk: (1) an analysis of relationships between interest-
earning assets and interest-bearing liabilities; and (2) an interest rate shock simulation model. The Company has
traditionally managed its business to reduce its overall exposure to changes in interest rates.
The Company uses an interest rate risk simulation model and shock analysis to test the interest rate sensitivity
of net interest income and the balance sheet. Contractual maturities and repricing opportunities of loans are
incorporated in the model as are prepayment assumptions, maturity data and call options within the investment
portfolio. Assumptions based on past experience are incorporated into the model for nonmaturity deposit accounts.
The assumptions used are inherently uncertain, and, as a result, the model cannot precisely measure future net
interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual
results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes
as well as changes in market conditions and the application and timing of various management strategies.
The Company utilizes static balance sheet rate shocks to estimate the potential impact on net interest income
of changes in interest rates under various rate scenarios. This analysis estimates a percentage of change in the metric
from the stable rate base scenario versus alternative scenarios of rising and falling market interest rates by
instantaneously shocking a static balance sheet.
The following table summarizes the simulated change in net interest income at the 12-month horizon,
considering the balance sheet composition as of December 31, 2017:
Change in Interest
Rates (Basis Points)
+200
+100
Base
-100
Percent Change in
Net Interest Income
1.5%
1.4%
0.0%
(7.6)%
The results are significantly influenced by the behavior of demand, money market and savings deposits and
the overall balance sheet composition during such rate fluctuations. The Company has found that, historically,
interest rates on these deposits change more slowly than changes in the discount and federal funds rates. This
assumption is incorporated into the simulation model and is generally not fully reflected in a gap analysis. The
assumptions incorporated into the model are inherently uncertain and, as a result, the model cannot precisely
measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net
interest income. Actual results will differ from the model’s simulated results due to timing, magnitude and
frequency of interest rate changes as well as changes in market conditions and the application and timing of various
strategies.
60
Liquidity
Liquidity involves the Company’s ability to raise funds to support asset growth and acquisitions or reduce
assets to meet deposit withdrawals and other payment obligations, to maintain reserve requirements and otherwise to
operate the Company on an ongoing basis and manage unexpected events. During 2017 and 2016, the Company’s
liquidity needs have primarily been met by growth in core deposits, security and loan maturities, amortizing
investment and loan portfolios and advances from the FHLB of Dallas. Although access to purchased funds from
correspondent banks is available and has been utilized on occasion to take advantage of investment opportunities,
the Company does not generally rely on this external funding source.
The following table illustrates, during the years presented, the mix of the Company’s funding sources and the
average assets in which those funds are invested as a percentage of the Company’s average total assets for the
periods indicated. Average assets totaled $22.34 billion for 2017 compared with $21.88 billion for 2016.
2017
2016
Source of Funds:
Deposits:
Noninterest-bearing
Interest-bearing
Securities sold under repurchase agreements
Other borrowings
Other noninterest-bearing liabilities
Shareholders’ equity
Total
Uses of Funds:
Loans
Securities
Federal funds sold and other interest-earning assets
Other noninterest-earning assets
23.93%
52.23
1.47
5.12
0.46
16.79
100.00%
43.97%
43.34
0.37
12.32
Total
Average noninterest-bearing deposits to average
100.00%
23.39%
55.90
1.46
2.40
0.55
16.30
100.00%
44.01%
42.97
0.37
12.65
100.00%
deposits
Average loans to average deposits
31.43%
57.73%
29.50%
55.51%
The Company’s largest source of funds is deposits and its largest uses of funds are securities and loans. The
Company does not expect a change in the source or use of its funds in the foreseeable future. The Company’s
average loans increased 2.0% for the year ended December 31, 2017 compared with the year ended December 31,
2016. The Company predominantly invests excess deposits in government-backed securities until the funds are
needed to fund loan growth. The Company’s securities portfolio has a weighted average life of 3.97 years and a
modified duration of 3.67 at December 31, 2017.
As of December 31, 2017, the Company had outstanding $2.38 billion in commitments to extend credit and
$72.4 million in commitments associated with outstanding standby letters of credit. Since commitments associated
with letters of credit and commitments to extend credit may expire unused, the total outstanding may not necessarily
reflect the actual future cash funding requirements.
As of December 31, 2017, the Company had no exposure to future cash requirements associated with known
uncertainties or capital expenditures of a material nature.
As of December 31, 2017, the Company had cash and cash equivalents of $392.3 million compared with
$437.4 million at December 31, 2016. The decrease was primarily due to the net repayments of other short-term
borrowings of $485.0 million and the net increase in loans held for investment of $387.5 million, partially offset by
the net increase in noninterest-bearing deposits of $432.3 million and net income of $272.2 million.
61
Contractual Obligations
The following table summarizes the Company’s contractual obligations and other commitments to make
future payments as of December 31, 2017 (other than deposit obligations and securities sold under repurchase
agreements). The Company’s future cash payments associated with its contractual obligations pursuant to its FHLB
notes payable and operating leases as of December 31, 2017 are summarized below. The future interest payments
were calculated using the current rate in effect at December 31, 2017. Payments for FHLB notes payable include
interest of $364 thousand that will be paid over the future periods. Payments related to leases are based on actual
payments specified in underlying contracts.
1 year or less
More than 1
year but less
than 3 years
3 years or
more but less
than 5 years
5 years or
more
Total
$ 504,330 $
5,019
$ 509,349 $
(Dollars in thousands)
125 $
980 $
4,106
7,781
4,231 $
8,761 $
152 $ 505,587
6,256
23,162
6,408 $ 528,749
Federal Home Loan Bank notes payable
Operating leases
Total
Off-Balance Sheet Items
In the normal course of business, the Company enters into various transactions that, in accordance with
GAAP, are not included in its consolidated balance sheets. The Company enters into these transactions to meet the
financing needs of its customers. These transactions include commitments to extend credit and standby letters of
credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts
recognized in the consolidated balance sheets.
The Company’s commitments associated with outstanding standby letters of credit and commitments to
extend credit expiring by period as of December 31, 2017 are summarized below. Since commitments associated
with letters of credit and commitments to extend credit may expire unused, the amounts shown do not necessarily
reflect the actual future cash funding requirements.
1 year or less
More than 1
year but less
than 3 years
3 years or
more but less
than 5 years
5 years or
more
Total
Standby letters of credit
Commitments to extend credit
Total
(Dollars in thousands)
488 $
$
7,133 $
64,799 $
908,606 394,752
72,420
211,191 864,275 2,378,824
$ 973,405 $ 401,885 $ 211,679 $ 864,275 $2,451,244
— $
Standby Letters of Credit. Standby letters of credit are written conditional commitments issued by the
Company to guarantee the payment by or performance of a customer to a third party. If the customer does not
perform in accordance with the terms of the agreement with the third party, the Company would be required to fund
the commitment. The maximum potential amount of future payments the Company could be required to make is
represented by the contractual amount of the commitment. If the commitment is funded, the Company would be
entitled to seek recovery from the customer. The Company’s policies generally require that standby letter of credit
arrangements contain security and debt covenants similar to those contained in loan agreements.
Commitments to Extend Credit. The Company enters into contractual commitments to extend credit, normally
with fixed expiration dates or termination clauses, at specified rates and for specific purposes. Substantially all of the
Company’s commitments to extend credit are contingent upon customers maintaining specific credit standards at the
time of loan funding. The Company minimizes its exposure to loss under these commitments by subjecting them to
credit approval and monitoring procedures. Management assesses the credit risk associated with certain
commitments to extend credit in determining the level of the allowance for credit losses.
62
Capital Resources
Capital management consists of providing equity to support the Company’s current and future operations. The
Company is subject to capital adequacy requirements imposed by the Federal Reserve Board, and the Bank is
subject to capital adequacy requirements imposed by the FDIC. Both the Federal Reserve Board and the FDIC have
adopted risk-based capital requirements for assessing bank holding company and bank capital adequacy. These
standards define capital and establish minimum capital requirements in relation to assets and off-balance sheet
exposure, adjusted for credit risk.
In July 2013, the Federal Reserve Board and the FDIC published the Basel III Capital Rules establishing a
new comprehensive capital framework for U.S. banking organizations. The Basel III Capital Rules, among other
things, (1) introduced a new capital measure called “Common Equity Tier 1” (“CET1”), (2) specified that Tier 1
capital consists of CET1 and “Additional Tier 1 capital” instruments meeting specified requirements, (3) defined
CET1 narrowly by requiring that most deductions/ adjustments to regulatory capital measures be made to CET1 and
not to the other components of capital and (4) expanded the scope of the deductions/ adjustments as compared to
existing regulations.
The initial minimum capital ratios under the Basel III Capital Rules that became effective as of January 1,
2015 were (1) 4.5% CET1 to risk-weighted assets, (2) 6.0% Tier 1 capital to risk-weighted assets, (3) 8.0% Total
capital to risk-weighted assets and (4) 4.0% Tier 1 capital to average quarterly assets as reported on consolidated
financial statements (known as the “leverage ratio”).
The Basel III Capital Rules require a “capital conservation buffer,” composed entirely of CET1, in addition to
the minimum risk-weighted asset capital ratios. The implementation of the capital conservation buffer began on
January 1, 2016 at the 0.625% level and is being phased in over a four-year period (increasing by that amount on
each subsequent January 1, until it reaches 2.5% on January 1, 2019). The required phase-in buffer during 2017 was
1.25%.
When fully phased in on January 1, 2019, the Basel III Capital Rules will require the Company to maintain an
additional capital conservation buffer of 2.5% CET1, effectively resulting in minimum ratios of (1) CET1 to risk-
weighted assets of 7.0%, (2) Tier 1 capital to risk-weighted assets of 8.5%, (3) Total capital (that is, Tier 1 plus Tier
2) to risk-weighted assets of 10.5% and (4) a leverage ratio of 4.0%. The Bank is subject to capital adequacy
guidelines of the FDIC that are substantially similar to the Federal Reserve Board’s guidelines. Also pursuant to
FDICIA, the FDIC has promulgated regulations setting the levels at which an insured institution such as the Bank
would be considered “well-capitalized,” “adequately capitalized,” “undercapitalized,” “significantly
undercapitalized” and “critically undercapitalized.” Under the FDIC’s regulations, the Bank is classified “well-
capitalized” for purposes of prompt corrective action.
Total shareholders’ equity increased to $3.82 billion at December 31, 2017, compared with $3.64 billion at
December 31, 2016, an increase of $181.8 million or 5.0%. This increase was primarily the result of net income of
$272.2 million, partially offset by dividends paid on common stock of $95.9 million.
63
The following table provides a comparison of the Company’s and the Bank’s leverage and risk-weighted
capital ratios as of December 31, 2017 to the minimum and well-capitalized regulatory standards:
Minimum Required
For Capital
Adequacy Purposes
Minimum
Required Plus
Capital Conservation
Buffer for 2017
To Be Categorized
As Well Capitalized
Under Prompt
Corrective Action
Provisions
Actual Ratio at
December 31, 2017
The Company
CET1 capital ratio
Tier 1 risk-based capital ratio
Total risk-based capital ratio
Leverage ratio
The Bank
CET1 capital ratio
Tier 1 risk-based capital ratio
Total risk-based capital ratio
Leverage ratio
4.50%
6.00%
8.00%
4.00% (1)
4.50%
6.00%
8.00%
4.00% (2)
5.750%
7.250%
9.250%
4.000%
5.750%
7.250%
9.250%
4.000%
N/A
N/A
N/A
N/A
6.50%
8.00%
10.00%
5.00%
15.08%
15.08%
15.74%
9.31%
14.98%
14.98%
15.65%
9.25%
(1)
(2)
The Federal Reserve Board may require the Company to maintain a leverage ratio above the required
minimum.
The FDIC may require the Bank to maintain a leverage ratio above the required minimum.
64
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For information regarding the market risk of the Company’s financial instruments, see Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operation—Financial Condition—Interest Rate
Sensitivity and Market Risk. The Company’s principal market risk exposure is to changes in interest rates.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements, the report thereon, the notes thereto and supplementary data commence at page 73 of
this Annual Report on Form 10-K.
The following table presents certain unaudited consolidated quarterly financial information concerning the
Company’s results of operations for each of the two years indicated below. The information should be read in
conjunction with the historical consolidated financial statements of the Company and the notes thereto appearing
elsewhere in this Annual Report on Form 10-K.
CONSOLIDATED QUARTERLY FINANCIAL DATA OF THE COMPANY
Quarter Ended 2017
December 31 September 30
June 30
March 31
(Dollars in thousands, except per share data)
(unaudited)
Interest income
Interest expense
Net interest income
Provision for credit losses
Net interest income after provision
Noninterest income
Noninterest expense
Income before income taxes
Provision for income taxes
Net income
Earnings per share(1):
Basic
Diluted
$ 171,839 $
15,789
156,050
2,000
154,050
29,220
81,088
102,182
35,044
67,138 $
$
6,900
2,750
15,816
172,419 $ 168,047 $ 165,050
12,615
16,272
156,147 152,231 152,435
2,675
149,247 149,481 149,760
30,824
28,809
77,509
78,062
100,547 100,819 102,522
33,957
32,639
68,565
67,908 $
32,265
68,554 $
27,780
76,442
$
$
0.97 $
0.97 $
0.98 $
0.98 $
0.99 $
0.99 $
0.99
0.99
65
Interest income
Interest expense
Net interest income
Provision for credit losses
Net interest income after provision
Noninterest income
Noninterest expense
Income before income taxes
Provision for income taxes
Net income
Earnings per share(1):
Basic
Diluted
Quarter Ended 2016
December 31 September 30
June 30
March 31
(Dollars in thousands, except per share data)
(unaudited)
$ 164,669 $
10,837
153,832
2,000
151,832
29,475
79,148
102,159
33,366
68,793 $
$
2,000
6,000
10,992
164,460 $ 169,459 $ 177,191
10,396
10,934
154,064 158,467 166,257
14,000
152,064 152,467 152,257
30,793
80,528
102,272 101,705 102,522
33,571
33,621
68,951
68,651 $
33,634
68,071 $
28,473
79,235
29,684
79,476
$
$
0.99 $
0.99 $
0.99 $
0.99 $
0.98 $
0.98 $
0.98
0.98
(1)
Earnings per share are computed independently for each of the quarters presented and therefore may not total
earnings per share for the year.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. As of the end of the period covered by this report, the
Company carried out an evaluation, under the supervision and with the participation of its management, including its
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its
disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating
its controls and procedures. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial
Officer concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-
15(e) under the Exchange Act), were effective as of the end of the period covered by this report.
Changes in internal control over financial reporting. There were no changes in the Company’s internal
control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred
during the quarter ended December 31, 2017, that have materially affected, or are reasonably likely to materially
affect, the Company’s internal control over financial reporting.
66
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of the Company is responsible for establishing and maintaining adequate internal control
over financial reporting. The Company’s internal control over financial reporting is a process designed under the
supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external
purposes in accordance with generally accepted accounting principles.
As of December 31, 2017, management assessed the effectiveness of the Company’s internal control over
financial reporting based on the criteria for effective internal control over financial reporting established in “Internal
Control—Integrated Framework,” issued by the Committee of Sponsoring Organizations (“COSO”) of the
Treadway Commission (“2013 Framework”). This assessment included controls over the preparation of the
schedules equivalent to the basic financial statements in accordance with the instructions for the Consolidated
Financial Statements for Bank Holding Companies (Form FR Y-9C) to meet the reporting requirements of
Section 112 of the Federal Deposit Insurance Corporation Improvement Act. Based on the assessment, management
determined that the Company maintained effective internal control over financial reporting as of December 31,
2017.
Deloitte & Touche LLP the independent registered public accounting firm that audited the consolidated
financial statements of the Company included in this Annual Report on Form 10-K, has issued an attestation report
on the Company’s internal control over financial reporting as of December 31, 2017. The report is included in this
Item under the heading “Report of Independent Registered Public Accounting Firm.”
67
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Prosperity Bancshares, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Prosperity Bancshares, Inc. and subsidiaries (the
“Company”) as of December 31, 2017, based on criteria established in Internal Control — Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Because
management's assessment and our audit were conducted to meet the reporting requirements of Section 112 of the
Federal Deposit Insurance Corporation Improvement Act (FDICIA), management's assessment and our audit of the
Company's internal control over financial reporting included controls over the preparation of the schedules
equivalent to the basic financial statements in accordance with the instructions for the Consolidated Financial
Statements for Bank Holding Companies (Form FR Y-9C). In our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in
Internal Control — Integrated Framework (2013) issued by COSO.
We have not examined and, accordingly, we do not express an opinion or any other form of assurance on
management's statement referring to compliance with laws and regulations.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2017, of the
Company and our report dated February 27, 2018, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for
its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the
Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting
was maintained in all material respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ Deloitte and Touche LLP
Houston, Texas
February 27, 2018
68
ITEM 9B. OTHER INFORMATION
None.
PART III.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item is incorporated herein by reference to the information under the
captions “Election of Directors,” “Continuing Directors and Executive Officers,” “Section 16(a) Beneficial
Ownership Reporting Compliance,” “Corporate Governance—Committees of the Board—Audit Committee,”
“Corporate Governance—Director Nominations Process” and “Corporate Governance—Code of Ethics” in the
Company’s definitive Proxy Statement for its 2018 Annual Meeting of Shareholders (the “2018 Proxy Statement”)
to be filed with the Commission pursuant to Regulation 14A under the Exchange Act within 120 days of the
Company’s fiscal year end.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by reference to the information under the
captions “Executive Compensation and Other Matters” and “Director Compensation” in the 2018 Proxy Statement.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED SHAREHOLDER MATTERS
Certain information required by this Item 12 is included under “Securities Authorized for Issuance under
Equity Compensation Plans” in Part II, Item 5 of this Annual Report on Form 10-K. The other information required
by this Item is incorporated herein by reference to the information under the caption “Beneficial Ownership of
Common Stock by Management of the Company and Principal Shareholders” in the 2018 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
The information required by this Item is incorporated herein by reference to the information under the
captions “Corporate Governance—Director Independence” and “Certain Relationships and Related Transactions” in
the 2018 Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated herein by reference to the information under the caption
“Fees and Services of Independent Registered Public Accounting Firm” in the 2018 Proxy Statement.
69
PART IV.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Annual Report on Form 10-K:
1. Consolidated Financial Statements. Reference is made to the Consolidated Financial Statements, the
report thereon and the notes thereto commencing at page 73 of this Annual Report on Form 10-K. Set forth below is
a list of such Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm ...................................................................................
Consolidated Balance Sheets as of December 31, 2017 and 2016..........................................................................
Consolidated Statements of Income for the Years Ended December 31, 2017, 2016, and 2015............................
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2017, 2016 and 2015...
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2017, 2016
and 2015 ..................................................................................................................................................................
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015......................
Notes to Consolidated Financial Statements ...........................................................................................................
74
75
76
77
78
79
80
2. Financial Statement Schedules. All supplemental schedules are omitted as inapplicable or because the
required information is included in the Consolidated Financial Statements or notes thereto.
3. The exhibits to this Annual Report on Form 10-K listed below have been included only with the copy
of this report filed with the Securities and Exchange Commission. The Company will furnish a copy of any exhibit
to shareholders upon written request to the Company and payment of a reasonable fee not to exceed the Company’s
reasonable expense.
Each exhibit marked with an asterisk is filed or furnished with this Annual Report on Form 10-K as noted below.
Exhibit
Number (1)
Description
3.1 — Amended and Restated Articles of Incorporation of Prosperity Bancshares, Inc. (incorporated herein by
reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (Registration No. 333-
63267))
3.2 — Articles of Amendment to Amended and Restated Articles of Incorporation of Prosperity Bancshares,
Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q
for the quarter ended March 31, 2006)
3.3 — Amended and Restated Bylaws of Prosperity Bancshares, Inc. (incorporated herein by reference to
Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 19, 2018)
4.1 — Form of certificate representing shares of Prosperity Bancshares, Inc. common stock (incorporated
herein by reference to Exhibit 4 to the Company’s Registration Statement on Form S-1 (Registration
No. 333-63267))
10.1† — Prosperity Bancshares, Inc. 2004 Stock Incentive Plan (incorporated herein by reference to
Exhibit 10.3 to the Company’s Registration Statement on Form S-4 (Registration No. 333-121767))
10.2† — Prosperity Bancshares, Inc. 2012 Stock Incentive Plan (incorporated herein by reference to Exhibit
10.1 to the Company’s Current Report on Form 8-K filed on April 23, 2012)
10.3† — Second Amended and Restated Employment Agreement effective January 1, 2009 by and among
Prosperity Bancshares, Inc., Prosperity Bank and David Zalman (incorporated herein by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 7, 2009)
10.4† — First Amendment to the Second Amended and Restated Employment Agreement effective February 22,
2012 by and among Prosperity Bancshares, Inc., Prosperity Bank and H. E. Timanus, Jr. (incorporated
herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 24, 2012)
10.5† — Second Amended and Restated Employment Agreement effective January 1, 2009 by and among
Prosperity Bancshares, Inc., Prosperity Bank and H. E. Timanus, Jr. (incorporated herein by reference
to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed January 7, 2009)
70
Exhibit
Number (1)
Description
10.6† — Amended and Restated Employment Agreement effective January 1, 2009 by and among Prosperity
Bancshares, Inc., Prosperity Bank and David Hollaway (incorporated herein by reference to Exhibit
10.2 to the Company’s Current Report on Form 8-K filed on January 7, 2009)
10.7 — Agreement and Plan of Reorganization by and between Prosperity Bancshares, Inc. and American State
Financial Corporation dated February 26, 2012 (incorporated herein by reference to Exhibit 2.1 to the
Company’s Current Report on Form 8-K filed on February 27, 2012)
10.8† — Amended and Restated Employment Agreement dated October 20, 2014 by and between W.R. Collier
and Prosperity Bank (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly
Report on Form 10-Q for the quarter ended September 30, 2014)
10.09† — Employment Agreement dated February 26, 2012 by and between Michael F. Epps and Prosperity
Bank (incorporated herein by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-
K for the year ended December 31, 2014)
10.10† — Management Security Plan Agreement of American State Bank, amended and restated effective as of
January 1, 2005, as assumed by Prosperity Bank (incorporated herein by reference to Exhibit 10.11 to
the Company’s Annual Report on Form 10-K for the year ended December 31, 2014)
10.11† — Employment Agreement, dated July 30, 2004, by and between Prosperity Bank and Edward Z. Safady
(incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q
filed on August 7, 2015)
10.12† — Amendment to Employment Agreement, dated December 24, 2008, by and between Prosperity Bank
and Edward Safady (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly
Report on Form 10-Q filed on August 7, 2015)
10.13† — Non-Disclosure and Non-Solicitation Agreement, effective May 15, 2015, by and between Prosperity
Bank and Edward Safady (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly
Report on Form 10-Q filed on August 7, 2015)
10.14† — Amended and Restated Prosperity Bancshares, Inc. 401(k) Profit Sharing Plan (incorporated herein by
reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2016)
21.1* — Subsidiaries of Prosperity Bancshares, Inc.
23.1* — Consent of Deloitte & Touche LLP
31.1* — Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act
of 1934, as amended
31.2* — Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act
of 1934, as amended
32.1** — Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
32.2** — Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
101* — Interactive financial data
†
*
**
(1)
Management contract or compensatory plan or arrangement.
Filed with this Annual Report on Form 10-K.
Furnished with this Annual Report on Form 10-K.
The Company has other long-term debt agreements that meet the exclusion set forth in Section 601(b)(4)(iii)(A) of
Regulation S-K. The Company hereby agrees to furnish a copy of such agreements to the Commission upon request.
(b) Exhibits. See the exhibit list included in Item 15(a)3 of this Annual Report on Form 10-K.
(c) Financial Statement Schedules. See Item 15(a)2 of this Annual Report on Form 10-K.
ITEM 16.
FORM 10-K SUMMARY
None.
71
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended,
the registrant, has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: February 27, 2018
PROSPERITY BANCSHARES, INC.®
(Registrant)
BY:
/S/ DAVID ZALMAN
David Zalman
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the date
indicated.
Signature
/s/ DAVID ZALMAN
David Zalman
/s/ DAVID HOLLAWAY
David Hollaway
/s/ JAMES A. BOULIGNY
James A. Bouligny
/s/ W. R. COLLIER
W. R. Collier
/s/ LEAH HENDERSON
Leah Henderson
/s/ NED S. HOLMES
Ned S. Holmes
/s/ JACK LORD
Jack Lord
/s/ WILLIAM T. LUEDKE IV
William T. Luedke IV
/s/ PERRY MUELLER, JR., D.D.S.
Perry Mueller, Jr., D.D.S.
/s/ HARRISON STAFFORD II
Harrison Stafford II
/s/ ROBERT STEELHAMMER
Robert Steelhammer
/s/ H.E. TIMANUS, JR.
H.E. Timanus, Jr.
Positions
Chairman of the Board and Chief Executive Officer
(principal executive officer); Director
Date
February 27, 2018
Chief Financial Officer (principal financial officer
and principal accounting officer)
February 27, 2018
February 27, 2018
February 27, 2018
February 27, 2018
February 27, 2018
February 27, 2018
February 27, 2018
February 27, 2018
February 27, 2018
February 27, 2018
February 27, 2018
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
72
TABLE OF CONTENTS TO CONSOLIDATED FINANCIAL STATEMENTS
Prosperity Bancshares, Inc.®
Report of Independent Registered Public Accounting Firm....................................................................................
Consolidated Balance Sheets as of December 31, 2017 and 2016 ..........................................................................
Consolidated Statements of Income for the Years Ended December 31, 2017, 2016 and 2015 .............................
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2017, 2016 and 2015 ...
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2017, 2016
and 2015...................................................................................................................................................................
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015 ......................
Notes to Consolidated Financial Statements ...........................................................................................................
Page
74
75
76
77
78
79
80
73
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Prosperity Bancshares, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Prosperity Bancshares, Inc. and subsidiaries (the
“Company”) as of December 31, 2017 and 2016, the related consolidated statements of income, comprehensive
income, changes in shareholders' equity, and cash flows, for each of the three years in the period ended December
31, 2017, and the related notes (collectively referred to as 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 (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated February 27, 2018, expressed an unqualified
opinion on 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 the 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 audit 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.
/s/ Deloitte and Touche LLP
Houston, Texas
February 27, 2018
We have served as the Company’s auditor since 1993.
74
PROSPERITY BANCSHARES, INC.
® AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
2016
2017
(Dollars in thousands)
Cash and due from banks
Federal funds sold
ASSETS
Total cash and cash equivalents
Available for sale securities, at fair value
Held to maturity securities, at cost (fair value of $9,323,482 and $9,339,455 respectively)
Total securities
Loans held for sale
Loans held for investment
Total loans
Less: allowance for credit losses
Loans, net
Accrued interest receivable
Goodwill
Core deposit intangibles, net
Bank premises and equipment, net
Other real estate owned
Bank owned life insurance (BOLI)
Federal Home Loan Bank of Dallas stock
Other assets
TOTAL ASSETS
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
Deposits:
Noninterest-bearing
Interest-bearing
Total deposits
Fed funds purchased and other borrowings
Securities sold under repurchase agreements
Accrued interest payable
Other liabilities
Total liabilities
$
391,616 $
697
392,313
217,870
9,454,246
9,672,116
31,389
9,989,384
10,020,773
(84,041)
9,936,732
56,368
1,900,845
38,842
257,065
11,152
255,132
49,764
16,963
436,203
1,178
437,381
221,176
9,504,910
9,726,086
26,975
9,595,085
9,622,060
(85,326)
9,536,734
53,310
1,900,845
45,784
262,083
15,463
247,116
55,430
50,840
$ 22,587,292 $ 22,331,072
$ 5,623,322 $ 5,190,973
12,116,329
12,198,138
17,307,302
17,821,460
990,781
505,223
320,430
324,154
2,319
2,945
67,929
109,356
18,688,761
18,763,138
—
—
—
—
69,491
2,035,219
1,719,557
69,491
2,028,129
1,543,280
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:
Preferred stock, $1 par value; 20,000,000 shares authorized; none issued or outstanding
Common stock, $1 par value; 200,000,000 shares authorized; 69,490,910 shares issued
and outstanding at December 31, 2017; 69,491,012 shares issued and outstanding at
December 31, 2016
Capital surplus
Retained earnings
Accumulated other comprehensive (loss) income—net unrealized (loss) gain on available
for sale securities, net of tax (benefit) expense of ($30) and $760, respectively
Total shareholders’ equity
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
(113)
3,824,154
1,411
3,642,311
$ 22,587,292 $ 22,331,072
See notes to consolidated financial statements.
75
PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the Years Ended December 31,
2015
2016
(Dollars in thousands, except per share data)
2017
INTEREST INCOME:
Loans, including fees
Securities
Federal funds sold
Total interest income
INTEREST EXPENSE:
$
468,338 $
208,189
828
677,355
475,059 $
200,375
345
675,779
Deposits
Other borrowings
Securities sold under repurchase agreements
Junior subordinated debentures
Total interest expense
NET INTEREST INCOME
PROVISION FOR CREDIT LOSSES
NET INTEREST INCOME AFTER PROVISION FOR CREDIT
46,312
12,908
1,272
—
60,492
616,863
14,325
39,125
3,065
932
37
43,159
632,620
24,000
475,427
194,003
271
669,701
36,074
1,508
818
791
39,191
630,510
7,560
LOSSES
NONINTEREST INCOME:
Nonsufficient funds (NSF) fees
Credit card, debit card and ATM card income
Service charges on deposit accounts
Trust income
Mortgage income
Brokerage income
Net (loss) gain on sale of assets
Gain on sale of securities
Other
Total noninterest income
NONINTEREST EXPENSE:
Salaries and employee benefits
Net occupancy and equipment
Credit and debit card, data processing and software
amortization
Regulatory assessments and FDIC insurance
Core deposit intangibles amortization
Depreciation
Communications
Other real estate expense
Other
Total noninterest expense
INCOME BEFORE INCOME TAXES
PROVISION FOR INCOME TAXES
NET INCOME
EARNINGS PER SHARE:
Basic
Diluted
602,538
608,620
622,950
32,354
24,425
21,327
9,200
4,053
1,950
(1,921)
3,270
21,975
116,633
33,536
23,561
18,832
8,120
7,076
4,571
1,864
—
20,865
118,425
34,284
23,534
17,095
8,030
5,720
5,953
2,403
—
23,762
120,781
192,409
22,402
197,897
23,058
192,872
23,638
17,230
14,311
6,942
12,215
10,592
3,271
33,729
313,101
406,070
133,905
272,165 $
17,050
12,735
9,200
13,094
11,561
514
33,278
318,387
408,658
134,192
274,466 $
15,782
14,433
9,530
12,959
11,121
625
32,576
313,536
430,195
143,549
286,646
3.92 $
3.92 $
3.94 $
3.94 $
4.09
4.09
$
$
$
See notes to consolidated financial statements.
76
PROSPERITY BANCSHARES, INC. ® AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income
Other comprehensive loss, before tax:
Securities available for sale:
Change in unrealized gain during period
Total other comprehensive loss
Deferred tax benefit related to other comprehensive loss
Other comprehensive loss, net of tax
Comprehensive income
$
2017
For the Years Ended December 31,
2016
(Dollars in thousands)
2015
$
272,165 $
274,466 $
286,646
(2,314)
(2,314)
790
(1,524)
270,641 $
(967)
(967)
338
(629)
273,837 $
(2,599)
(2,599)
910
(1,689)
284,957
See notes to consolidated financial statements.
77
PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Accumulated
Other
Common Stock
Shares
Capital
Amount Surplus
Retained
Comprehensive Treasury
Earnings Income (Loss) Stock
Total
Shareholders’
Equity
BALANCE AT DECEMBER 31, 2014
Net income
Other comprehensive loss
Common stock issued in connection
with the exercise of stock options
and restricted stock awards
Stock based compensation expense
Cash dividends declared, $1.1175 per
share
BALANCE AT DECEMBER 31, 2015
Net income
Other comprehensive loss
Common stock issued in connection
with the exercise of stock options
and restricted stock awards
Common stock issued in connection
with the acquisition of Tradition
Bancshares, Inc.
Treasury stock cancellation
Common stock repurchase
Stock based compensation expense
Cash dividends declared, $1.24 per
share
BALANCE AT DECEMBER 31, 2016
Net income
Other comprehensive loss
Common stock issued in connection
with the exercise of stock options
and restricted stock awards, net
Stock based compensation expense
Cash dividends declared, $1.38 per
share
BALANCE AT DECEMBER 31, 2017
(In thousands, except share and per share data)
69,816,653 $69,817 $2,025,235 $1,146,652 $
286,646
3,729 $
(607) $
(1,689)
242,108
242
48
11,095
(78,258)
70,058,761 70,059 2,036,378 1,355,040
274,466
34,701
35
743
679,528
(37,088)
679
(37)
(1,244,890) (1,245)
31,843
(570)
(49,812)
9,547
(86,226)
69,491,012 69,491 2,028,129 1,543,280
272,165
2,040
(607)
(629)
607
1,411
—
(1,524)
(102)
—
148
6,942
(95,888)
69,490,910 $69,491 $2,035,219 $1,719,557 $
(113) $
— $
3,244,826
286,646
(1,689)
290
11,095
(78,258)
3,462,910
274,466
(629)
778
32,522
—
(51,057)
9,547
(86,226)
3,642,311
272,165
(1,524)
148
6,942
(95,888)
3,824,154
See notes to consolidated financial statements.
78
PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
2015
2016
2017
(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
Adjustments to reconcile net income to net cash provided by operating activities:
272,165 $
274,466 $
286,646
Depreciation and core deposit intangibles amortization
Provision for credit losses
Deferred income tax expense
Net amortization of premium on investments
Loss (gain) on sale or write down of premises, equipment and other real
estate
Gain on sale of investment securities
Net amortization of premium on deposits
Net accretion of discount on loans
Proceeds from sale of loans held for sale
Originations of loans held for sale
Stock based compensation expense
Decrease (increase) in accrued interest receivable and other assets
Increase (decrease) in accrued interest payable and other liabilities
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities, sales and principal paydowns of held to maturity
securities
Purchase of held to maturity securities
Proceeds from maturities and principal paydowns of available for sale
securities
Purchase of available for sale securities
Net (increase) decrease in loans held for investment
Purchase of bank premises and equipment
Proceeds from sale of bank premises, equipment and other real estate
Net cash used in the purchase of Traditions Bancshares, Inc.
Net cash (used in) provided by investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in noninterest-bearing deposits
Net increase (decrease) in interest-bearing deposits
Net (repayments) proceeds from other short-term borrowings
Repayments of other long-term borrowings
Net increase (decrease) in securities sold under repurchase agreements
Redemption of junior subordinated debentures
Proceeds from stock option exercises
Repurchase of common stock
Payments of cash dividends
Net cash (used in) provided by financing activities
NET DECREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
CASH AND CASH EQUIVALENTS, END OF PERIOD
NONCASH ACTIVITIES:
Stock issued in connection with the Tradition Bancshares, Inc. acquisition
Acquisition of real estate through foreclosure of collateral
SUPPLEMENTAL INFORMATION:
Income taxes paid
Interest paid
19,157
14,325
10,534
38,922
4,678
(3,270)
(217)
(21,906)
190,816
(197,538)
6,942
24,598
31,519
390,725
22,294
24,000
19,047
43,474
22,489
7,560
34,999
58,229
(1,578)
—
(1,167)
(38,970)
272,873
(278,259)
9,547
15,615
(26,987)
334,355
(2,437)
—
(1,055)
(52,122)
233,535
(248,866)
11,095
(44,756)
5,497
310,814
1,763,089
(1,747,126)
1,916,701 1,654,471
(1,820,346) (2,211,731)
7,253,433
(7,253,392)
(387,499)
(11,229)
10,130
—
(372,594)
8,133,829 7,974,775
(8,253,214) (7,934,994)
(136,829)
(9,357)
13,037
—
(650,628)
64,390
(5,007)
13,617
(8,963)
41,007
432,349
82,026
(485,000)
(558)
3,724
—
148
—
(95,888)
(63,199)
(45,068)
437,381
392,313 $
(67,958)
(794,822)
500,000
(618)
5,177
(7,217)
778
(51,057)
(86,226)
(501,943)
(126,581)
563,962
437,381 $
200,159
(211,143)
485,000
(2,325)
(270)
(167,531)
290
—
(78,258)
225,922
(113,892)
677,854
563,962
— $
1,644
32,522 $
14,816
—
2,591
64,152 $
59,866
122,418 $
42,736
103,116
44,277
$
$
$
See notes to consolidated financial statements.
79
PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING
POLICIES
Nature of Operations—Prosperity Bancshares, Inc.® (“Bancshares”) and its subsidiary, Prosperity Bank®
(the “Bank”, collectively referred to as the “Company”), provide retail and commercial banking services.
As of December 31, 2017, the Bank operated 242 full-service banking locations; with 65 in the Houston area,
including The Woodlands; 29 in the South Texas area including Corpus Christi and Victoria; 33 in the Dallas/Fort
Worth, Texas area; 22 in the East Texas area; 29 in the Central Texas area, including Austin and San Antonio; 34 in
the West Texas area including Lubbock, Midland-Odessa and Abilene; 16 in the Bryan/College Station area; 6 in the
Central Oklahoma area; and 8 in the Tulsa, Oklahoma area.
Summary of Significant Accounting and Reporting Policies—The accounting and reporting policies of the
Company conform to generally accepted accounting principles (“GAAP”) and the prevailing practices within the
financial services industry. A summary of significant accounting and reporting policies are as follows:
Basis of Presentation—The consolidated financial statements include the accounts of Bancshares and its
subsidiaries. Intercompany transactions have been eliminated in consolidation. Operations are managed and
financial performance is evaluated on a company-wide basis. Accordingly, all of the Company’s banking operations
are considered by management to be aggregated in one reportable operating segment. Because the overall banking
operations comprise the vast majority of the consolidated operations, no separate segment disclosures are presented.
Use of Estimates—The preparation of financial statements in conformity with GAAP requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Such estimates include, but are not limited to certain fair value measures
including the calculation of stock-based compensation, the valuation of goodwill and available for sale and held to
maturity securities and the calculation of allowance for credit losses. Actual results could differ from these
estimates.
Securities —Securities held to maturity are carried at cost, adjusted for the amortization of premiums and the
accretion of discounts. Management has the positive intent and the Company has the ability to hold these assets until
their estimated maturities.
Securities available for sale are carried at fair value. Unrealized gains and losses are excluded from earnings
and reported, net of tax, as a separate component of shareholders’ equity until realized. Securities within the
available for sale portfolio may be used as part of the Company’s asset/liability strategy and may be sold in response
to changes in interest rate risk, prepayment risk or other similar economic factors.
For debt securities, when other-than-temporary impairment (“OTTI”) occurs, the amount of the OTTI
recognized in earnings depends on whether an entity intends to sell the security or more likely than not will be
required to sell the security before recovery of its amortized cost basis less any current-period credit loss. If an entity
intends to sell or more likely than not will be required to sell the security before recovery of its amortized cost basis
less any current-period credit loss, the OTTI will be recognized in earnings equal to the entire difference between
the investment’s amortized cost basis and its fair value at the balance sheet date. If an entity does not intend to sell
the security and it is not more likely than not that the entity will be required to sell the security before recovery of its
amortized cost basis less any current-period loss, the OTTI will be separated into the amount representing the credit-
related portion of the impairment loss (“credit loss”) and the noncredit portion of the impairment loss (“noncredit
portion”). The amount of the total OTTI related to the credit loss is determined based on the difference between the
present value of cash flows expected to be collected and the amortized cost basis and such difference is recognized
in earnings. The amount of the total OTTI related to the noncredit portion is recognized in other comprehensive
80
income, net of applicable taxes. The previous amortized cost basis less the OTTI recognized in earnings shall
become the new amortized cost basis of the investment.
Premiums and discounts are amortized and accreted to operations using the level-yield method of accounting,
adjusted for prepayments as applicable. The specific identification method of accounting is used to compute gains or
losses on the sales of these assets. Interest earned on these assets is included in interest income.
Loans Held for Sale—Loans held for sale are carried at the lower of aggregate cost or market value.
Premiums, discounts and loan fees (net of certain direct loan origination costs) on loans held for sale are deferred
until the related loans are sold or repaid. Gains or losses on loan sales are recognized at the time of sale and
determined using the specific identification method.
Loans Held for Investment—Loans originated and held for investment are stated at the principal amount
outstanding, net of unearned fees. The related interest income for multipayment loans is recognized principally by
the simple interest method; for single payment loans, such income is recognized using the straight-line method.
The Company has two general categories of loans in its portfolio. Loans originated by the Bank and made
pursuant to the Company’s loan policy and procedures in effect at the time the loan was made are referred to as
“legacy loans” and loans acquired in a business combination are referred to as “acquired loans.” Acquired loans are
initially recorded at fair value based on a discounted cash flow valuation methodology that considers, among other
things, interest rates, projected default rates, loss given default and recovery rates, with no carryover of any existing
allowance for credit losses. Those acquired loans that are renewed or substantially modified after the date of the
business combination, thereby subjecting them to the Company’s allowance for credit losses methodology, are
referred to as “acquired legacy loans.” Modifications are reviewed for determination of troubled debt restructuring
status independently of this process. In certain instances, acquired loans to one borrower may be combined or
otherwise re-originated such that they are re-categorized as legacy loans. Acquired loans with a fair value discount
or premium at the date of the business combination that remained at the reporting date are referred to as “fair-valued
acquired loans.” All fair-valued acquired loans are further categorized into “Non-PCI loans” and “PCI loans”
(purchased credit impaired loans). Acquired loans with evidence of credit quality deterioration at acquisition are
reviewed to determine if it is probable that the Company will not be able to collect all contractual amounts due,
including both principal and interest. When both conditions exist, such loans are accounted for as PCI loans.
The Company estimates the total cash flows expected to be collected from the PCI loans, which include
undiscounted expected principal and interest, using credit risk, interest rate and prepayment risk assessments that
incorporate management’s best estimate of current key assumptions such as default rates, loss severity and payment
speeds. The excess of the undiscounted total cash flows expected to be collected over the fair value of the related
PCI loans represents the accretable yield, which is recognized as interest income on a level-yield basis over the life
of the related loan. The difference between the undiscounted contractual principal and interest and the undiscounted
total cash flows expected to be collected is the nonaccretable difference, which reflects the impact of estimated
credit losses and other factors. Subsequent increases in expected cash flows will result in a recovery of any
previously recorded allowance for credit losses, to the extent applicable, and a reclassification from nonaccretable
difference to accretable yield, which is recognized prospectively over the then remaining life of the loan. Subsequent
decreases in expected cash flows will result in an impairment charge to the provision for credit losses, resulting in an
addition to the allowance for credit losses, and a reclassification from accretable yield to nonaccretable difference.
A loan disposal, which may include a loan sale, receipt of payment in full from the borrower or foreclosure,
results in removal of the loan from the balance sheet at its allocated carrying amount and accretion of any remaining
fair value discount to income.
Nonrefundable Fees and Costs Associated with Lending Activities—Loan origination fees in excess of the
associated costs are recognized over the life of the related loan as an adjustment to yield using the interest method.
Loan commitment fees and loan origination costs are deferred and recognized as an adjustment of yield by the
interest method over the related loan life or, if the commitment expires unexercised, recognized in income upon
expiration of the commitment.
81
Nonperforming and Past Due Loans—Included in the nonperforming loan category are loans which have
been categorized by management as nonaccrual because collection of interest is doubtful and loans which have been
restructured to provide a reduction in the interest rate or a deferral of interest or principal payments. When the
payment of principal or interest on a loan is delinquent for 90 days, or earlier in some cases, the loan is placed on
nonaccrual status unless the loan is in the process of collection and the underlying collateral fully supports the
carrying value of the loan. If the decision is made to continue accruing interest on the loan, periodic reviews are
made to confirm the accruing status of the loan. When a loan is placed on nonaccrual status, interest accrued but not
yet collected prior to the determination of uncollectibility is charged to operations. Interest accrued during prior
periods is charged to the allowance for credit losses. Any payments received on nonaccrual loans are applied first to
outstanding principal of the loan amount, next to the recovery of charged-off loan amounts and finally, any excess is
treated as recovery of lost interest.
Restructured loans are those loans on which concessions in terms have been granted because of a borrower’s
financial difficulty. Interest is generally not accrued on such loans in accordance with the new terms.
Allowance for Credit Losses—The allowance for credit losses is a valuation allowance available for losses
incurred on loans. All losses are charged to the allowance when the loss actually occurs or when a determination is
made that such a loss is probable and reasonably estimatable. Recoveries are credited to the allowance at the time of
recovery.
Throughout the year, management estimates the probable level of losses to determine whether the allowance
for credit losses is adequate to absorb losses inherent in the loan portfolio. Based on these estimates, an amount is
charged to the provision for credit losses and credited to the allowance for credit losses in order to adjust the
allowance to a level determined to be adequate to absorb losses.
In making its evaluation of the adequacy of the allowance for credit losses, management considers factors
such as historical loan loss experience, the amount of nonperforming assets and related collateral, the volume,
growth and composition of the Company’s loan portfolio, current economic conditions that may affect the
borrower’s ability to pay and the value of collateral, the evaluation of the Company’s loan portfolio through its
internal loan review process and other relevant factors.
Estimates of credit losses involve an exercise of judgment. While it is possible that in the short term the
Company may sustain losses which are substantial in relation to the allowance for credit losses, it is the judgment of
management that the allowance for credit losses reflected in the consolidated balance sheets is adequate to absorb
probable losses that exist in the loan portfolio as of December 31, 2017.
The Company’s allowance for credit losses consists of two elements: (1) specific valuation allowances based
on probable losses on impaired loans; and (2) a general valuation allowance based on historical loan loss experience,
general economic conditions and other qualitative risk factors both internal and external to the Company. A loan is
defined as impaired if, based on current information and events, it is probable that a creditor will be unable to collect
all amounts due, both interest and principal, according to the contractual terms of the loan agreement. The allowance
for credit losses related to impaired loans is determined based on the difference of carrying value of loans and the
present value of expected cash flows discounted at the loan’s effective interest rate or, as a practical expedient, the
loan’s observable market price or the fair value of the collateral if the loan is collateral dependent.
Loans acquired in business combinations are initially recorded at fair value, which includes an estimate of
credit losses expected to be realized over the remaining lives of the loans, and therefore no corresponding allowance
for credit losses is recorded for these loans at acquisition. These fair value estimates associated with acquired loans,
based on a discounted cash flow model, include estimates related to market interest rates and undiscounted
projections of future cash flows that incorporate expectations of prepayments and the amount and timing of
principal, interest and other cash flows, as well as any shortfalls thereof. At period-end after acquisition, the fair-
valued acquired loans from each acquisition are reassessed to determine whether an addition to the allowance for
credit losses is appropriate due to further credit quality deterioration. Methods utilized to estimate any subsequently
required allowance for acquired loans not deemed credit impaired at acquisition are similar to originated loans;
however, the estimate of loss is based on the unpaid principal balance and then compared to any remaining
82
unaccreted purchase discount. To the extent that the calculated loss is greater than the remaining unaccreted
purchase discount, an allowance is recorded for such difference.
Premises and Equipment—Premises and equipment are carried at cost less accumulated depreciation.
Depreciation expense is computed principally using the straight-line method over the estimated useful lives of the
assets which range from three to 39 years. Leasehold improvements are amortized using the straight-line method
over the periods of the leases or the estimated useful lives, whichever is shorter.
Goodwill —Goodwill is annually assessed for impairment or when events or changes in circumstances
indicate that the carrying amount of the asset may not be recoverable.
Under Accounting Standards Codification (“ASC”) topic 350-20, “Intangibles—Goodwill and Other—
Goodwill” companies have the option to first assess qualitative factors to determine whether it is more likely than
not that the fair value of a reporting unit is less than its carrying amount as a basis for determining the need to
perform step one of the annual test for goodwill impairment. An entity has an unconditional option to bypass the
qualitative assessment described in the preceding paragraph for any reporting unit in any period and proceed directly
to performing the first step of the goodwill impairment test. An entity may resume performing the qualitative
assessment in any subsequent period.
If the Company bypasses the qualitative assessment, a two-step goodwill impairment test would be performed.
The first step of the goodwill impairment test compares the estimated fair value of the Company’s reporting unit to
its carrying value. If the estimated fair value of the reporting unit exceeds its carrying value, goodwill of the
reporting unit is not impaired. If the estimated fair value of the reporting unit is less than the carrying value, the
second step must be performed to determine the implied fair value of the reporting unit’s goodwill and the amount
of goodwill impairment, if any. The Company currently utilizes a qualitative assessment for its annual goodwill
impairment analysis.
Amortization of Core Deposit Intangibles—Core deposit intangibles are being amortized on a non-pro rata
basis over an estimated life of 10 to 15 years.
Income Taxes— The Company files a consolidated federal income tax return and a consolidated Oklahoma
state income tax return. Since 2014, the Bank files an Arkansas state income tax return.
Deferred tax assets and liabilities are recognized for the estimated tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and
are recorded in other assets or other liabilities on the Company’s consolidated balance sheets. The Company records
uncertain tax positions in accordance with ASC topic 740 “Income Taxes” on the basis of a two-step process
whereby (1) the Company determines whether it is more likely than not that the tax positions will be sustained on
the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not
recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely
to be realized upon ultimate settlement with the related tax authority.
Realization of net deferred tax assets is based upon the level of historical income and on estimates of future
taxable income. Although realization is not assured, management believes it is more likely than not that all of the net
deferred tax assets will be realized. Interest and/or penalties related to income taxes are reported as a component of
income tax expense. Beginning in 2017, the income tax effects related to settlements of share-based payment awards
are reported in earnings as an increase (or decrease) to income tax expense (see Note 11 - Income Taxes).
Stock-Based Compensation—The Company accounts for stock-based employee compensation plans using
the fair value-based method of accounting. The expense associated with stock-based compensation is recognized
over the vesting period of each individual arrangement. The fair value of stock options granted is estimated at the
date of grant using the Black-Scholes option-pricing model. This model requires the input of subjective assumptions.
The fair value of restricted stock awards is based on the current market price on the date of grant.
83
Cash and Cash Equivalents—For purposes of reporting cash flows, cash and cash equivalents include cash
and due from banks as well as federal funds sold that mature in three days or less.
Earnings Per Common Share—Basic earnings per common share are calculated using the two-class method.
The two-class method provides that unvested share-based payment awards that contain nonforfeitable rights to
dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the
computation of basic earnings per share.
Diluted earnings per common share is computed using the weighted-average number of shares determined for
the basic earnings per common share computation plus the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock using the treasury stock method.
As of December 31, 2017, all outstanding stock options issued by the Company have been exercised and there is no
potential dilution of weighted-average shares.
The following table illustrates the computation of basic and diluted earnings per share:
2017
Year Ended December 31,
2016
2015
Amount
Per Share
Amount
Amount
Per Share
Amount
Amount
Per Share
Amount
(Amounts in thousands, except per share data)
$272,165
$274,466
$286,646
Net income
Basic:
Weighted average shares outstanding
69,484 $
3.92 69,674 $
3.94 70,033 $
4.09
Diluted:
Add incremental shares for:
Effect of dilutive securities - options
Total
—
69,484 $
6
3.92 69,680 $
16
3.94 70,049 $
4.09
There were no stock options exercisable at December 31, 2017, 2016 and 2015 that would have had an anti-
dilutive effect on the above computation.
New Accounting Standards
Accounting Standards Updates (“ASU”)
ASU 2018-02, “Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain
Tax Effects from Accumulated Other Comprehensive Income.” The amendments of ASU 2018-02 allow a
reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting
from the Tax Cuts and Jobs Act. ASU 2018-02 is effective for all entities beginning January 1, 2019 and is not
expected to have a significant impact on the Company’s financial statements.
ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350).” ASU 2017-04 simplifies the subsequent
measurement of goodwill by eliminating the second step of the goodwill impairment test, which required computing
the implied fair value of goodwill.
Under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by
comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized
for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized
should not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 will be effective for
the Company on January 1, 2020 and is not expected to have a significant impact on the Company’s financial
statements.
84
ASU 2017-01, “Business Combinations (Topic 805).” ASU 2017-01 is intended to clarify or correct
unintended application of ASU 2014-09 “Revenue from Contract with Customers (Topic 606).” ASU 2017-01
clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether
transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Additionally, the
amendments in this update provide a more robust framework to assist entities in evaluating whether a set of assets
and activities constitutes a business. Lastly, the amendments in this update narrow the definition of the term output
so that the term is consistent with how outputs are described in Topic 606. ASU 2017-01 is effective for the
Company on January 1, 2018 and is not expected to have a significant impact on the Company’s financial
statements.
ASU 2016-18, “Statement of Cash Flows (Topic 230) – Restricted Cash.” ASU 2016-18 requires the
Statement of Cash Flows to explain the change during the period in the total of cash, cash equivalents and amounts
generally described as restricted cash or restricted cash equivalents. Therefore, restricted cash or cash equivalents
should be included with cash and cash equivalents when recording the beginning-of-period and end-of-period total
amounts on the Statement of Cash Flows. ASU 2016-18 is effective for the Company on January 1, 2018 and is not
expected to have a significant impact on the Company’s financial statements.
ASU 2016-15, “Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash
Payments.” ASU 2016-15 addresses certain cash receipts and cash payments with the objective of reducing the
existing diversity in practice. ASU 2016-15 is effective for the Company on January 1, 2018 and is not expected to
have a significant impact on the Company's financial statements.
ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326)—Measurement of Credit Losses on
Financial Instruments.” ASU 2016-13 requires a financial asset (or a group of financial assets) measured at
amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit
losses is based on relevant information about past events, including historical experience, current conditions, and
reasonable and supportable forecasts that affect the collectability of the reported amount. An entity must use
judgment in determining the relevant information and estimation methods that are appropriate in its circumstances.
Additionally, available for sale debt securities may realize value either through collection of contractual cash flows
or through sale of the security at fair value. Therefore, the amendments limit the amount of the allowance for credit
losses to the difference between amortized cost and fair value. ASU 2016-13 will be effective for the Company as of
January 1, 2020. The Company is currently evaluating the potential impact of ASU 2016-13 on the Company’s
financial statements.
ASU 2016-09, “Compensation - Stock Compensation (Topic 718)—Improvements to Employee Share-Based
Payment Accounting.” ASU 2016-09 simplifies the accounting for share-based awards paid to employees. The
amended guidance 1) requires excess tax benefits and tax deficiencies on share-based awards payments to
employees to be recognized directly to income tax expense or benefit in the Consolidated Statement of Income
rather than to capital surplus; 2) requires excess tax benefits to be included as operating activities on the
Consolidated Statements of Cash Flows; 3) provides entities with the option of making an accounting policy election
to account for forfeitures of share-based payments as they occur instead of estimating the awards expected to be
forfeited; and 4) changes the threshold to qualify for equity classification to permit withholdings up to the maximum
statutory tax rate in the applicable jurisdiction. In addition, excess tax benefits and tax deficiencies are considered
discrete items in the reporting period they occur and are not included in the estimate of an entity’s annual effective
tax rate. The Company adopted ASU 2016-09 on January 1, 2017 and elected to recognize forfeitures as they occur.
Implementation of ASU 2016-09 will add volatility to tax expense as the Company’s stock price changes. The
adoption of ASU 2016-09 did not have a significant impact on the Company’s financial statements.
ASU 2016-02, "Leases (Topic 842)." ASU 2016-02 requires that lessees and lessors recognize lease assets and
lease liabilities on the balance sheet and disclose key information about leasing arrangements. ASU 2016-02 is
effective for public companies for annual periods beginning January 1, 2019, including interim periods within those
fiscal years. The Company is currently evaluating the potential impact of ASU 2016-02 on the Company’s financial
statements.
85
ASU 2016-01 “Financial Instruments—Overall (Subtopic 825-10) Recognition and Measurement of Financial
Assets and Financial Liabilities” ASU 2016-01 addresses certain aspects of recognition, measurement, presentation,
and disclosure of financial instruments. ASU 2016-01 (1) 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; (2) simplifies the impairment assessment of equity
investments without readily determinable fair values by requiring a qualitative assessment to identify impairment;
(3) eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for
entities that are not public business entities; (4) eliminates the requirement for public business entities to disclose the
method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial
instruments measured at amortized cost on the balance sheet; (5) requires public business entities to use the exit
price notion when measuring the fair value of financial instruments for disclosure purposes; (6) 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 for financial instruments; (7) requires separate presentation of
financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or
loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (8) clarifies
that an entity should evaluate the need for 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 amendments in this update affect all entities
that hold financial assets or owe financial liabilities. ASU 2016-01 is effective for the Company on January 1, 2018
and is not expected to have a significant impact on the Company’s financial statements.
ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 supersedes the revenue
recognition requirements in Revenue Recognition (Topic 605), and most industry-specific guidance throughout the
Industry Topics of the Codification. The core principle of ASU 2014-09 is 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 in exchange for those goods or services. In addition, the FASB has issued targeted
updates to clarify specific implementation issues of ASU 2014-09. These updates include ASU 2016-08 - Principal
versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10 - Identifying Performance
Obligations and Licensing, ASU 2016-12 - Narrow-Scope Improvements and Practical Expedients and ASU 2016-
20 - Technical Corrections and Improvements to Topic 606 - Revenue from Contract with Customers. These
amendments do not change the core principles in ASU 2014-09. The Company’s primary sources of revenue are
comprised of net interest income on financial assets and liabilities, which are not within the scope of ASU 2014-09.
ASU 2014-09 is effective for the Company on January 1, 2018, with a cumulative-effect adjustment, and will not
have a significant impact on the financial statements.
2. ACQUISITIONS
Acquisitions are an integral part of the Company’s growth strategy. All acquisitions were accounted for using
the acquisition method of accounting. Accordingly, the assets and liabilities of the acquired entities were recorded at
their fair values at the acquisition date. The excess of the purchase price over the estimated fair value of the net
assets for tax-free acquisitions was recorded as goodwill, none of which is deductible for tax purposes. The excess
of the purchase price over the estimated fair value of the net assets for taxable acquisitions was also recorded as
goodwill, and is deductible for tax purposes. The identified core deposit intangibles for each acquisition are being
amortized using a non-pro rata basis over an estimated life of 10 to 15 years. The results of operations for each
acquisition have been included in the Company’s consolidated financial results beginning on the respective
acquisition date.
86
The measurement period for the Company to determine the fair values of acquired identifiable assets and
assumed liabilities will end at the earlier of (1) twelve months from the date of the acquisition or (2) as soon as the
Company receives the information it was seeking about facts and circumstances that existed as of the acquisition
date or learns that more information is not obtainable. The following acquisitions were completed on the dates
indicated:
2016 Acquisition
Acquisition of Tradition Bancshares, Inc. — On January 1, 2016, the Company completed the acquisition of
Tradition Bancshares, Inc. (“Tradition”) and its wholly-owned subsidiary Tradition Bank, headquartered in Houston,
Texas. Tradition Bank operated 7 banking offices in the Houston, Texas area, including its main office in Bellaire, 3
banking centers in Katy and 1 banking center in The Woodlands. The acquisition was not considered significant to
the Company’s financial statements and therefore pro forma financial data and related disclosures are not included.
The Company acquired loans and deposits with fair values of $239.7 million and $489.7 million, respectively,
at acquisition date. Under the terms of the definitive agreement, Bancshares issued 679,528 shares of its common
stock plus $39.0 million in cash for all outstanding shares of Tradition capital stock, for total merger consideration
of $71.5 million, based on Bancshares’ closing stock price of $47.86 on December 31, 2015. During 2016, the
Company recognized goodwill of $32.0 million, which is calculated as the excess of both the consideration
exchanged and liabilities assumed as compared to the fair value of identifiable assets acquired, none of which is
expected to be deductible for tax purposes. Additionally, the Company recognized $5.6 million of core deposit
intangibles during 2016.
Merger-Related Expenses: The Company did not incur merger-related expenses during 2017. During 2016,
the Company incurred $670 thousand of pre-tax merger-related expenses attributable to the Tradition acquisition.
The merger-related expenses are reflected on the Company’s income statement for the applicable periods and are
reported primarily in the categories of salaries and benefits, data processing and travel and development. There were
no other merger-related costs incurred during 2016.
Acquired Loans
Acquired loans were preliminarily recorded at fair value based on a discounted cash flow valuation
methodology that considers, among other things, interest rates, projected default rates, loss given default and
recovery rates, with no carryover of any existing allowance for credit losses from the acquisition completed during
2016. During the valuation process, the Company identified PCI and Non-PCI loans in the acquired loan portfolios.
PCI loan identification considers the following factors: payment history and past due status, debt service coverage,
loan grading, collateral values and other factors that may indicate deterioration of credit quality since origination.
Non-PCI loan identification considers the following factors: account types, remaining terms, annual interest rates or
coupons, current market rates, interest types, past delinquencies, timing of principal and interest payments, loan to
value ratios, loss exposures and remaining balances. Accretion of purchased discounts on PCI loans will be based on
estimated future cash flows, regardless of contractual maturities. Accretion of purchased discounts on Non-PCI
loans will be recognized on a level-yield basis based on contractual maturity of individual loans.
PCI Loans. The carrying amount of PCI loans included in the consolidated balance sheets and the related
outstanding balances at December 31, 2017 and 2016 are presented in the table below. The outstanding balance
represents the total amount owed as of December 31, 2017 and 2016.
PCI loans:
Outstanding balance
Discount
Recorded investment
December 31, 2017
December 31, 2016
(Dollars in thousands)
$
36,199
(14,215)
21,984 $
51,640
(24,007)
27,633
$
$
87
Changes in the accretable yield for PCI loans for the years ended December 31, 2017 and 2016 were as
follows:
Balance at beginning of period
Additions
Reclassifications from nonaccretable
Accretion
Balance at December 31
Year Ended December 31,
2016
2017
(Dollars in thousands)
$
$
9,778 $
—
5,401
(7,058)
8,121 $
5,664
10,222
11,114
(17,222)
9,778
Income recognition on PCI loans is subject to the Company’s ability to reasonably estimate both the timing
and amount of future cash flows. PCI loans for which the Company is accruing interest income are not considered
non-performing or impaired. The non-accretable difference represents contractual principal and interest the
Company does not expect to collect.
Non-PCI Loans. The carrying amount of Non-PCI loans included in the consolidated balance sheets and the
related outstanding balances at December 31, 2017 and 2016 are presented in the table below. The outstanding
balance represents the total amount owed as of December 31, 2017 and 2016.
Non-PCI loans:
Outstanding balance
Discount
Recorded investment
December 31, 2017
December 31, 2016
(Dollars in thousands)
$
$
$
738,706
(20,533)
718,173 $
1,115,061
(35,401)
1,079,660
Changes in the discount accretion for Non-PCI loans for the years ended December 31, 2017 and 2016 were as
follows:
Balance at beginning of period
Additions
Accretion charge-offs
Accretion
Balance at December 31
Year Ended December 31,
2017
2016
(Dollars in thousands)
$
$
35,401 $
—
(20)
(14,848)
20,533 $
54,734
3,491
(1,076)
(21,748)
35,401
At December 31, 2017, the Company had $34.7 million of total outstanding discounts on Non-PCI and PCI
loans, of which $28.7 million was accretable.
88
3. GOODWILL AND CORE DEPOSIT INTANGIBLES
Changes in the carrying amount of the Company’s goodwill and core deposit intangibles for fiscal years 2017
and 2016 were as follows:
Balance as of December 31, 2015
Less:
Amortization
Add:
Goodwill
Core Deposit
Intangibles
(Dollars in thousands)
$ 1,868,827 $
49,417
—
(9,200)
Acquisition of Tradition Bancshares, Inc.
Balance as of December 31, 2016
32,018
1,900,845
5,567
45,784
Less:
Amortization
Balance as of December 31, 2017
—
$ 1,900,845 $
(6,942)
38,842
Management performs an evaluation annually and more frequently if a triggering event occurs, of whether any
impairment of the goodwill and other intangibles has occurred. If any such impairment is determined, a write down
is recorded. As of December 31, 2017, there was no impairment recorded on goodwill and core deposit intangibles.
Core deposit intangibles are being amortized on a non-pro rata basis over their estimated lives, which the
Company believes is between 10 and 15 years. The estimated aggregate future amortization expense for core deposit
intangibles remaining as of December 31, 2017 is as follows (dollars in thousands):
2018
2019
2020
2021
Thereafter
Total
$
$
5,959
5,051
4,483
4,022
19,327
38,842
4. CASH AND DUE FROM BANKS
The Federal Reserve Bank requires banks to maintain minimum average reserve balances. The amount of the
required reserve balance for the Bank was $112.4 million and $120.7 million at December 31, 2017 and 2016,
respectively.
89
5. SECURITIES
The amortized cost and fair value of investment securities were as follows:
Available for Sale
States and political subdivisions
Collateralized mortgage obligations
Mortgage-backed securities
Other securities
Total
Held to Maturity
U.S. Treasury securities and obligations of U.S.
Government agencies
States and political subdivisions
Collateralized mortgage obligations
Mortgage-backed securities
Other securities
Total
Available for Sale
States and political subdivisions
Collateralized mortgage obligations
Mortgage-backed securities
Other securities
Total
Held to Maturity
U.S. Treasury securities and obligations of U.S.
Government agencies
States and political subdivisions
Collateralized mortgage obligations
Mortgage-backed securities
Other securities
Total
Amortized
Cost
December 31, 2017
Gross
Unrealized
Gains
Gross
Unrealized
Losses
(Dollars in thousands)
Fair Value
$
1,817 $
99,996
103,612
12,588
$ 218,013 $
3 $
122
1,204
13
1,342 $
— $
(57)
(1,327)
(101)
1,820
100,061
103,489
12,500
(1,485) $ 217,870
$
32,235 $
328,666
653
9,092,692
—
$ 9,454,246 $
150 $
4,263
2
9,382
—
13,797 $
(5) $
(807)
(5)
32,380
332,122
650
(143,744) 8,958,330
—
(144,561) $ 9,323,482
—
Amortized
Cost
December 31, 2016
Gross
Unrealized
Gains
Gross
Unrealized
Losses
(Dollars in thousands)
Fair Value
$
1,915 $
120,478
84,024
12,588
$ 219,005 $
5 $
240
2,004
252
2,501 $
— $
(119)
(165)
(46)
1,920
120,599
85,863
12,794
(330) $ 221,176
$
33,523 $
384,015
850
9,086,422
100
$ 9,504,910 $
497 $
3,934
6
30,880
—
35,317 $
— $
(1,328)
(5)
34,020
386,621
851
(199,439) 8,917,863
100
(200,772) $ 9,339,455
—
Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more
frequently when economic or market conditions warrant such an evaluation. The investment securities portfolio is
evaluated for OTTI by segregating the portfolio into two general segments and applying the appropriate OTTI
analysis. Investment securities classified as available for sale or held to maturity are evaluated for OTTI under
Financial Accounting Standards Board (“FASB”): ASC Topic 320, “Investments—Debt and Equity Securities.”
In determining OTTI, management considers many factors, including: (1) the length of time and the extent to
which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer,
(3) whether the market decline was affected by macroeconomic conditions and (4) whether the entity has the intent
to sell the debt security or more likely than not will be required to sell the debt security before its anticipated
recovery. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity
and judgment and is based on the information available to management at the time of such determination.
90
When OTTI occurs, the amount of the other-than-temporary impairment recognized in earnings depends on
whether an entity intends to sell the security or more likely than not will be required to sell the security before
recovery of its amortized cost basis less any current-period credit loss.
Management has the ability and intent to hold the securities classified as held-to-maturity until they mature, at
which time the Company will receive full value for the securities. Furthermore, as of December 31, 2017,
management does not have the intent to sell any of the securities classified as available for sale before a recovery of
cost. In addition, management believes it is more likely than not that the Company will not be required to sell any of
its investment securities before a recovery of cost. The unrealized losses are largely due to increases in market
interest rates over the yields available at the time the underlying securities were purchased. The fair value is
expected to recover as the securities approach their maturity date or repricing date or if market yields for such
investments decline. Management does not believe any of the securities are impaired due to reasons of credit quality.
Accordingly, as of December 31, 2017, management believes any impairment in the Company’s securities is
temporary and no impairment loss has been realized in the Company’s consolidated statements of income.
Securities with unrealized losses segregated by length of time such securities have been in a continuous loss
position were as follows:
December 31, 2017
Less than 12 Months
More than 12 Months
Total
Estimated
Fair Value
Unrealized
Losses
Estimated
Fair Value
Unrealized
Losses
(Dollars in thousands)
Estimated
Fair Value
Unrealized
Losses
Available for Sale
Collateralized mortgage obligations
Mortgage-backed securities
Other securities
Total
$
$
5,753 $
42,289
1,636
49,678 $
(13) $
(1,323)
(101)
(1,437) $
2,544 $
2,054
—
4,598 $
(44) $
(4)
—
(48) $
8,297 $
44,343
1,636
54,276 $
(57)
(1,327)
(101)
(1,485)
Held to Maturity
U.S. Treasury securities and obligations
of U.S. Government agencies
States and political subdivisions
Collateralized mortgage obligations
Mortgage-backed securities
Total
$
4,934 $
160,392
373
3,940,075
$ 4,105,774 $
(5) $
(773)
(2)
(5)
— $
(807)
3,686
(5)
100
(34,159) 3,883,266
(109,585) 7,823,341 (143,744)
(34,939) $ 3,887,052 $ (109,622) $ 7,992,826 $(144,561)
4,934 $
164,078
473
— $
(34)
(3)
December 31, 2016
Less than 12 Months
More than 12 Months
Total
Estimated
Fair Value
Unrealized
Losses
Estimated
Fair Value
Unrealized
Losses
(Dollars in thousands)
Estimated
Fair Value
Unrealized
Losses
Available for Sale
Collateralized mortgage obligations
Mortgage-backed securities
Other securities
Total
$
$
10,723 $
45,456
—
56,179 $
(119) $
(160)
—
(279) $
— $
2,334
1,691
4,025 $
— $
(5)
(46)
(51) $
10,723 $
47,790
1,691
60,204 $
(119)
(165)
(46)
(330)
Held to Maturity
U.S. Treasury securities and obligations
of U.S. Government agencies
States and political subdivisions
Collateralized mortgage obligations
Mortgage-backed securities
Total
—
—
(1,288)
115,132
(4)
589
6,903,919
(195,556)
$ 7,019,640 $ (196,848) $
—
5,080
44
90,293
95,417 $
—
(40)
(1)
—
120,212
633
—
(1,328)
(5)
(3,883) 6,994,212 (199,439)
(3,924) $ 7,115,057 $(200,772)
At December 31, 2017 and 2016 there were 308 securities and 276 securities, respectively, in an unrealized
loss position for more than 12 months.
91
The amortized cost and fair value of investment securities at December 31, 2017, by contractual maturity, are
shown below. Actual maturities will differ from contractual maturities because borrowers may have the right to call
or prepay obligations at any time with or without call or prepayment penalties.
Due in one year or less
Due after one year through five years
Due after five years through ten years
Due after ten years
Subtotal
Mortgage-backed securities and collateralized
Held to Maturity
Available for Sale
Amortized
Cost
Fair Value
Amortized
Cost
(Dollars in thousands)
Fair Value
$
33,019 $
182,931
128,457
16,494
360,901
33,163 $
183,412
130,991
16,936
364,502
13,098 $
1,307
—
—
14,405
13,010
1,310
—
—
14,320
mortgage obligations
Total
9,093,345 8,958,980 203,608 203,550
$9,454,246 $9,323,482 $ 218,013 $ 217,870
The Company recorded a gain on sale of securities of $3.3 million for the year ended December 31, 2017. The
gain resulted from the sale of seven mortgage-backed securities with a total book value of $77.6 million. Under ASC
Topic 320 “Investments – Debt and Equity Securities,” selling a debt security after 85% of the principal outstanding
has been collected is considered the equivalent to holding the security to maturity. The Company sold these
securities, which had paid down over 85% of their principal, because they no longer represented an efficient
investment due to the safekeeping and administrative cost required to maintain them. The Company recorded no
gain or loss on sale of securities for the years ended December 31, 2016 and 2015.
At December 31, 2017 and 2016, the Company did not own securities of any one issuer (other than the
U.S. government and its agencies) for which aggregate adjusted cost exceeded 10% of the consolidated
shareholders’ equity at such respective dates.
Securities with an amortized cost of $5.94 billion and $5.64 billion and a fair value of $5.84 billion and $5.51
billion at December 31, 2017 and 2016, respectively, were pledged to collateralize public deposits and for other
purposes required or permitted by law.
6. LOANS AND ALLOWANCE FOR CREDIT LOSSES
The loan portfolio consists of various types of loans made principally to borrowers located within the states of
Texas and Oklahoma and is categorized by major type as follows:
Residential mortgage loans held for sale
Commercial and industrial
Real estate:
Construction, land development and other land loans
1-4 family residential (including home equity)
Commercial real estate (including multi-family residential)
Farmland
Agriculture
Consumer and other
Total loans held for investment
Total
December 31,
2017
2016
$
(Dollars in thousands)
31,389 $
26,975
1,479,910
1,539,439
1,509,137
2,708,471
3,315,627
502,841
187,277
286,121
9,989,384
$ 10,020,773 $
1,263,923
2,690,856
3,162,109
484,588
187,748
266,422
9,595,085
9,622,060
92
Loan Origination/Risk Management. The Company has certain lending policies and procedures in place that
are designed to maximize loan income within an acceptable level of risk. Management reviews and approves these
policies and procedures on a regular basis. A reporting system supplements the review process by providing
management with frequent reports related to loan production, loan quality, concentrations of credit, loan
delinquencies and non-performing and potential problem loans. Diversification in the loan portfolio is a means of
managing risk associated with fluctuations in economic conditions. Loans to borrowers with aggregate debt
relationships over $1.0 million and below $3.5 million are evaluated and acted upon on a daily basis by two of the
company-wide loan concurrence officers. Loans to borrowers with aggregate debt relationships above $3.5 million
are evaluated and acted upon by an officers’ loan committee that meets weekly. In addition to the officers’ loan
committee evaluation, loans to borrowers with aggregate debt relationships from $25.0 million to $50.0 million are
evaluated and acted upon by the directors’ loan committee which consists of three directors of the Bank and meets
as necessary. Loans to borrowers with aggregate debt relationships over $50.0 million are evaluated and acted upon
by the Bank’s Board of Directors either at a regularly scheduled monthly board meeting or by teleconference or
written consent.
The Company maintains an independent loan review department that reviews and validates the credit risk
program on a periodic basis. Results of these reviews are presented to management. The loan review process
complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel,
as well as the Company’s policies and procedures.
(i) Commercial and Industrial Loans. In nearly all cases, the Company’s commercial loans are made in the
Company’s market areas and are underwritten on the basis of the borrower’s ability to service the debt from income.
As a general practice, the Company takes as collateral a lien on any available real estate, equipment or other assets
owned by the borrower and obtains a personal guaranty of the borrower or principal. Working capital loans are
primarily collateralized by short-term assets whereas term loans are primarily collateralized by long-term assets. In
general, commercial loans involve more credit risk than residential mortgage loans and commercial mortgage loans
and, therefore, usually yield a higher return. The increased risk in commercial loans is due to the type of collateral
securing these loans as well as the expectation that commercial loans generally will be serviced principally from the
operations of the business, and those operations may not be successful. Historical trends have shown these types of
loans to have higher delinquencies than mortgage loans. As a result of these additional complexities, variables and
risks, commercial loans require more thorough underwriting and servicing than other types of loans.
(ii) Commercial Real Estate. The Company makes commercial real estate loans collateralized by owner-
occupied and nonowner-occupied real estate to finance the purchase of real estate. The Company’s commercial real
estate loans are collateralized by first liens on real estate, typically have variable interest rates (or five year or less
fixed rates) and amortize over a 15-to 20-year period. Payments on loans secured by nonowner-occupied properties
are often dependent on the successful operation or management of the properties. Accordingly, repayment of these
loans may be subject to adverse conditions in the real estate market or the economy to a greater extent than other
types of loans. The Company seeks to minimize these risks in a variety of ways, including giving careful
consideration to the property’s operating history, future operating projections, current and projected occupancy,
location and physical condition in connection with underwriting these loans. The underwriting analysis also includes
credit verification, analysis of global cash flow, appraisals and a review of the financial condition of the borrower.
At December 31, 2017, approximately 46.0% of the outstanding principal balance of the Company’s commercial
real estate loans were secured by owner-occupied properties.
(iii) 1-4 Family Residential Loans. The Company’s lending activities also include the origination of 1-
4 family residential mortgage loans (including home equity loans) collateralized by owner-occupied residential
properties located in the Company’s market areas. The Company offers a variety of mortgage loan portfolio
products which generally are amortized over five to 25 years. Loans collateralized by 1-4 family residential real
estate generally have been originated in amounts of no more than 89% of appraised value or have mortgage
insurance. The Company requires mortgage title insurance and hazard insurance. The Company retains these
portfolio loans for its own account rather than selling them into the secondary market. By doing so, the Company
incurs interest rate risk as well as the risks associated with nonpayments on such loans. The Company’s Home Loan
Center offers a variety of mortgage loan products which are generally amortized over 30 years, including FHA and
VA loans. The Company sells the loans originated by the Home Loan Center into the secondary market.
93
(iv) Construction, Land Development and Other Land Loans. The Company makes loans to finance the
construction of residential and, to a lesser extent, nonresidential properties. Construction loans generally are
collateralized by first liens on real estate and have floating interest rates. The Company conducts periodic
inspections, either directly or through an agent, prior to approval of periodic draws on these loans. Underwriting
guidelines similar to those described above are also used in the Company’s construction lending activities.
Construction loans involve additional risks attributable to the fact that loan funds are advanced upon the security of
a project under construction, and the project is of uncertain value prior to its completion. Because of uncertainties
inherent in estimating construction costs, the market value of the completed project and the effects of governmental
regulation on real property, it can be difficult to accurately evaluate the total funds required to complete a project
and the related loan to value ratio. As a result of these uncertainties, construction lending often involves the
disbursement of substantial funds with repayment dependent, in part, on the success of the ultimate project rather
than the ability of a borrower or guarantor to repay the loan. If the Company is forced to foreclose on a project prior
to completion, the Company may not be able to recover all of the unpaid portion of the loan. In addition, the
Company may be required to fund additional amounts to complete a project and may have to hold the property for
an indeterminate period of time. Although the Company has underwriting procedures designed to identify what it
believes to be acceptable levels of risks in construction lending, these procedures may not prevent losses from the
risks described above.
(v) Agriculture Loans. The Company provides agriculture loans for short-term beef and crop production,
including rice, cotton, milo and corn, farm equipment financing and agriculture real estate financing. The Company
evaluates agriculture borrowers primarily based on their historical profitability, level of experience in their particular
agriculture industry, overall financial capacity and the availability of secondary collateral to withstand economic and
natural variations common to the industry. Because agriculture loans present a higher level of risk associated with
events caused by nature, the Company routinely makes on-site visits and inspections in order to identify and monitor
such risks.
(vi) Consumer Loans. Consumer loans made by the Company include direct “A”-credit automobile loans,
recreational vehicle loans, boat loans, home improvement loans, personal loans (collateralized and uncollateralized),
credit cards and deposit account collateralized loans. The terms of these loans typically range from 12 to 180 months
and vary based upon the nature of collateral and size of loan. Generally, consumer loans entail greater risk than do
real estate secured loans, particularly in the case of consumer loans that are unsecured or collateralized by rapidly
depreciating assets such as automobiles. In such cases, any repossessed collateral for a defaulted consumer loan may
not provide an adequate source of repayment for the outstanding loan balance. The remaining deficiency often does
not warrant further substantial collection efforts against the borrower beyond obtaining a deficiency judgment. In
addition, consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more
likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Furthermore, the application of
various federal and state laws may limit the amount which can be recovered on such loans.
94
The contractual maturity ranges of the Company’s loan portfolio by type of loan and the amount of such loans
with predetermined interest rates and floating rates in each maturity range as of December 31, 2017 are summarized
in the following table. Contractual maturities are based on contractual amounts outstanding and do not include loan
purchase discounts of $34.7 million or loans held for sale of $31.4 million at December 31, 2017:
Commercial and industrial
Real estate:
$ 515,223 $
One Year or
Less
After One
Year Through
Five Years
After Five
Years
(Dollars in thousands)
453,988 $ 516,837 $ 1,486,048
Total
Construction, land development and other land loans
1-4 family residential (includes home equity)
Commercial (includes multi-family residential)
Agriculture (includes farmland)
Consumer and other
Total
Loans with a predetermined interest rate
Loans with a floating interest rate
Total
401,352
17,054
72,072
152,082
78,385
267,000
843,226 1,511,578
115,979 2,581,171 2,714,204
285,509 2,974,839 3,332,420
693,136
478,858
62,196
286,746
104,903
103,458
$ 1,236,168 $ 1,288,130 $ 7,499,834 $10,024,132
709,811 $ 3,078,157 $ 4,062,063
$ 274,095 $
578,319 4,421,677 5,962,069
962,073
$ 1,236,168 $ 1,288,130 $ 7,499,834 $10,024,132
Concentrations of Credit. Most of the Company’s lending activity occurs within the states of Texas and
Oklahoma. Commercial real estate loans, 1-4 family residential loans and construction, land development and other
land loans make up 75.2% of the Company’s total loan portfolio at December 31, 2017. As of December 31, 2017
and 2016, there were no concentrations of loans related to any single industry in excess of 10% of total loans.
Foreign Loans. The Company has U.S. dollar-denominated loans and commitments to borrowers in Mexico.
The outstanding balance of these loans and the unfunded amounts available under these commitments was not
significant at December 31, 2017 or 2016.
Related Party Loans. As of December 31, 2017 and 2016, loans outstanding to directors, officers and their
affiliates totaled $2.7 million and $4.5 million, respectively. All transactions between the Company and such related
parties are conducted in the ordinary course of business and made on the same terms and conditions as similar
transactions with unaffiliated persons.
An analysis of activity with respect to these related-party loans is as follows:
Beginning balance on January 1
New loans
Repayments and reclassified related loans
Ending balance
As of and for the year ended December 31,
2017
2016
(Dollars in thousands)
$
$
4,493 $
175
(1,974)
2,694 $
4,063
699
(269)
4,493
Nonperforming Assets and Nonaccrual and Past Due Loans. The Company has several procedures in place to
assist it in maintaining the overall quality of its loan portfolio. The Company has established underwriting guidelines
to be followed by its officers, and the Company also monitors its delinquency levels for any negative or adverse
trends. Nevertheless, the Company’s loan portfolio could become subject to increasing pressures from deteriorating
borrower credit due to general economic conditions.
The Company generally places a loan on nonaccrual status and ceases accruing interest when the payment of
principal or interest is delinquent for 90 days, or earlier in some cases, unless the loan is in the process of collection
and the underlying collateral fully supports the carrying value of the loan.
95
The Company requires appraisals on loans collateralized by real estate. With respect to potential problem
loans, an evaluation of the borrower’s overall financial condition is made to determine the need, if any, for possible
writedowns or appropriate additions to the allowance for credit losses.
An aging analysis of past due loans, segregated by category of loan, in presented below:
December 31, 2017
Loans Past Due and Still Accruing
90 or More
Days
Total Past
Due Loans
30-89
Days
Nonaccrual
Loans
Current
Loans
Total Loans
Construction, land development and other
land loans
$
8,046 $
588 $
8,634 $
583 $1,499,920 $ 1,509,137
(Dollars in thousands)
Agriculture and agriculture real estate
(includes farmland)
1-4 family (includes home equity) (1)
Commercial real estate (includes multi-family
562
7,550
—
416
562
7,966
132
690,118
689,424
5,117 2,726,777 2,739,860
residential)
Commercial and industrial
Consumer and other
Total
6,995
17,728
605
$ 41,486 $
—
6,995
— 17,728
605
—
3,932 3,304,700 3,315,627
15,277 1,446,905 1,479,910
286,121
285,293
223
1,004 $ 42,490 $ 25,264 $9,953,019 $10,020,773
December 31, 2016
Loans Past Due and Still Accruing
90 or More
Days
Total Past
Due Loans
30-89
Days
Nonaccrual
Loans
Current
Loans
Total Loans
Construction, land development and other
land loans
$
8,766 $
514 $
9,280 $
73 $1,254,570 $1,263,923
(Dollars in thousands)
Agriculture and agriculture real estate
(includes farmland)
1-4 family (includes home equity) (1)
Commercial real estate (includes multi-family
1,813
8,645
381
53
2,194
8,698
161
672,336
669,981
3,726 2,705,407 2,717,831
residential)
Commercial and industrial
Consumer and other
Total
4,250
8,290
886
$ 32,650 $
3,528 3,154,331 3,162,109
—
23,999 1,507,142 1,539,439
8
266,422
—
265,381
155
956 $ 33,606 $ 31,642 $9,556,812 $9,622,060
4,250
8,298
886
(1)
Includes $31.4 million and $27.0 million of residential mortgage loans held for sale at December 31, 2017 and
December 31, 2016, respectively.
96
The following table presents information regarding nonperforming assets at the dates indicated:
2017
2016
2015
2014
2013
December 31,
Nonaccrual loans (1)
Accruing loans 90 or more days past due
Total nonperforming loans
Repossessed assets
Other real estate
Total nonperforming assets
$ 25,264
1,004
26,268
35
11,152
$ 37,455
$
$
Nonperforming assets to total loans and other real
(Dollars in thousands)
$ 39,711
614
40,325
171
2,963
$ 43,459
31,642
956
32,598
241
15,463
48,302
$ 31,422
2,193
33,615
67
3,237
$ 36,919
$ 10,231
4,947
15,178
27
7,299
$ 22,504
estate
0.37%
0.50%
0.46%
0.40%
0.29%
(1)
Includes troubled debt restructurings of $53 thousand, $97 thousand, $681 thousand, $ 911 thousand and $1.4
million for the years ended December 31, 2017, 2016, 2015, 2014 and 2013, respectively.
The Company had $37.5 million in nonperforming assets at December 31, 2017 compared with $48.3 million
at December 31, 2016 and $43.5 million at December 31, 2015. Nonperforming assets were 0.37% of total loans and
other real estate at December 31, 2017 compared with 0.50% of total loans and other real estate at December 31,
2016 and 0.46% of total loans and other real estate at December 31, 2015. The nonperforming assets consisted of 99
separate credits or other real estate properties at December 31, 2017, compared with 158 at December 31, 2016 and
147 at December 31, 2015.
If interest on nonaccrual loans had been accrued under the original loan terms, approximately $2.7 million,
$3.2 million, and $3.9 million would have been recorded as income for the years ended December 31, 2017, 2016
and 2015, respectively.
Impaired Loans. Loans are considered impaired when, based on current information and events, it is probable
the Company will be unable to collect all amounts due in accordance with the original contractual terms of the loan
agreement, including scheduled principal and interest payments. Impairment is evaluated in total for smaller-balance
loans of a similar nature and on an individual loan basis for other loans. If a loan is impaired, a specific valuation
allowance is allocated, if necessary, so that the loan is reported net, at the present value of estimated future cash
flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the
collateral. Interest payments on impaired loans are typically applied to principal unless collectability of the principal
amount is reasonably assured, in which case interest is recognized on a cash basis. Impaired loans, or portions
thereof, are charged off when deemed uncollectible.
97
Year-end impaired loans are set forth in the following tables. No interest income was recognized on impaired
loans subsequent to their classification as impaired. The average recorded investment presented in the tables below
is reported on a year-to-date basis.
December 31, 2017
Recorded
Investment
Unpaid
Contractual
Principal
Balance
Related
Allowance
Average
Recorded
Investment
(Dollars in thousands)
With no related allowance recorded:
Construction, land development and other land loans
$
Agriculture and agriculture real estate (includes farmland)
1-4 family (includes home equity)
Commercial real estate (includes multi-family residential)
Commercial and industrial
Consumer and other
Total
With an allowance recorded:
Construction, land development and other land loans
Agriculture and agriculture real estate (includes farmland)
1-4 family (includes home equity)
Commercial real estate (includes multi-family residential)
Commercial and industrial
Consumer and other
Total
Total:
Construction, land development and other land loans
Agriculture and agriculture real estate (includes farmland)
1-4 family (includes home equity)
Commercial real estate (includes multi-family residential)
Commercial and industrial
Consumer and other
$
583 $
132
3,920
2,222
7,846
222
14,925
—
—
1,191
1,486
6,152
—
8,829
583
132
5,111
3,708
13,998
222
23,754 $
600 $
178
4,181
2,254
10,460
269
17,942
—
—
1,213
1,499
6,373
—
9,085
600
178
5,394
3,753
16,833
269
27,027 $
— $
—
—
—
—
—
—
—
—
559
366
2,654
—
3,579
—
—
559
366
2,654
—
3,579 $
298
70
3,185
2,703
8,386
170
14,812
—
77
814
887
9,740
2
11,520
298
147
3,999
3,590
18,126
172
26,332
98
December 31, 2016
Recorded
Investment
Unpaid
Contractual
Principal
Balance
Related
Allowance
Average
Recorded
Investment
(Dollars in thousands)
With no related allowance recorded:
Construction, land development and other land loans
$
Agriculture and agriculture real estate (includes farmland)
1-4 family (includes home equity)
Commercial real estate (includes multi-family residential)
Commercial and industrial
Consumer and other
Total
With an allowance recorded:
Construction, land development and other land loans
Agriculture and agriculture real estate (includes farmland)
1-4 family (includes home equity)
Commercial real estate (includes multi-family residential)
Commercial and industrial
Consumer and other
Total
Total:
Construction, land development and other land loans
Agriculture and agriculture real estate (includes farmland)
1-4 family (includes home equity)
Commercial real estate (includes multi-family residential)
Commercial and industrial
Consumer and other
$
14 $
7
2,450
3,184
8,925
119
14,699
—
154
437
288
13,327
4
14,210
14
161
2,887
3,472
22,252
123
28,909 $
220 $
12
2,682
3,327
9,446
157
15,844
—
181
449
288
13,821
4
14,743
220
193
3,131
3,615
23,267
161
30,587 $
— $
—
—
—
—
—
—
—
17
150
178
2,851
1
3,197
—
17
150
178
2,851
1
3,197 $
24
14
1,828
9,150
5,139
88
16,243
3
171
408
275
13,961
93
14,911
27
185
2,236
9,425
19,100
181
31,154
Credit Quality Indicators. As part of the on-going monitoring of the credit quality of the Company’s loan
portfolio and methodology for calculating the allowance for credit losses, management assigns and tracks loan
grades to be used as credit quality indicators.
The following is a general description of the loan grades used:
Grade 1—Credits in this category have risk potential that is virtually nonexistent. These loans may be secured
by insured certificates of deposit, insured savings accounts, U.S. Government securities and highly rated municipal
bonds.
Grade 2—Credits in this category are of the highest quality. These borrowers represent top-rated companies
and individuals with unquestionable financial standing with excellent global cash flow coverage, net worth, liquidity
and collateral coverage.
Grade 3—Credits in this category are not immune from risk but are well protected by the collateral and
paying capacity of the borrower. These loans may exhibit a minor unfavorable credit factor, but the overall credit is
sufficiently strong to minimize the possibility of loss.
Grade 4—Credits in this category are considered to be of acceptable credit quality with moderately greater
risk than Grade 3 and receiving closer monitoring. Loans in this category have sources of repayment that remain
sufficient to preclude a larger than normal probability of default and secondary sources are likewise currently of
sufficient quantity, quality, and liquidity to protect the Company against loss of principal and interest. These
borrowers have specific risk factors, but the overall strength of the credit is acceptable based on other mitigating
credit and/or collateral factors and can repay the debt in the normal course of business.
99
Grade 5—Credits in this category constitute an undue and unwarranted credit risk; however, the factors do
not rise to a level of substandard. These credits have potential weaknesses and/or declining trends that, if not
corrected, could expose the Bank to risk at a future date. These loans are monitored on the Bank’s internally
generated watch list and evaluated on a quarterly basis.
Grade 6—Credits in this category are considered “substandard” but “non-impaired” loans in accordance with
regulatory guidelines. Loans in this category have well-defined weakness that, if not corrected, could make default
of principal and interest possible. Loans in this category are still accruing interest and may be dependent upon
secondary sources of repayment and/or collateral liquidation.
Grade 7—Credits in this category are deemed “substandard” and “impaired” pursuant to regulatory
guidelines. As such, the Bank has determined that it is probable that less than 100% of the contractual principal and
interest will be collected. These loans are individually evaluated for a specific reserve and will typically have the
accrual of interest stopped.
Grade 8—Credits in this category include “doubtful” loans in accordance with regulatory guidance. Such
loans are no longer accruing interest and factors indicate a loss is imminent. These loans are also deemed
“impaired.” While a specific reserve may be in place while the loan and collateral is being evaluated these loans are
typically charged down to an amount the Bank estimates is collectible.
Grade 9—Credits in this category are deemed a “loss” in accordance with regulatory guidelines and have
been charged off or charged down. The Bank may continue collection efforts and may have partial recovery in the
future.
The following table presents risk grades and PCI loans by category of loan at December 31, 2017. Impaired
loans include loans in risk grades 7, 8 and 9, as well as any PCI loan that has a specific reserve allocated to it.
Construction,
Land
Development
and Other
Land Loans
Agriculture and
Agriculture
Real Estate
(includes
Farmland)
1-4 Family
(includes
Home
Equity) (1)
Commercial
Real Estate
(includes
Multi-Family
Residential)
Commercial
and
Industrial
Consumer
and Other
Total
Grade 1
Grade 2
Grade 3
Grade 4
Grade 5
Grade 6
Grade 7
Grade 8
Grade 9
PCI Loans (2)
Total
$
— $
1,848
1,419,648
78,117
788
7,284
583
—
—
869
$ 1,509,137 $
(Dollars in thousands)
— $
— $
18,953
28,053
50,174 $
20,561
38,029 $
52,210
14,084 $
4,190
102,287
125,815
594,082 2,632,788 2,955,774 1,084,580 180,494 8,867,366
699,635
68,019
108,976
7,964
70,956
1,266
23,081
132
673
—
—
—
21,984
381
690,118 $2,739,860 $ 3,315,627 $1,479,910 $ 286,121 $10,020,773
209,279
58,655
39,611
13,755
243
—
3,052
272,848
34,811
16,415
3,708
—
—
13,118
10,226
3,200
1,740
222
—
—
—
61,146
3,558
4,640
4,681
430
—
4,564
(1)
Includes $31.4 million of residential mortgage loans held for sale at December 31, 2017.
(2) Of the total PCI loans, $1.5 million were classified as substandard at December 31, 2017, with no specific
reserves allocated to them.
100
The following table presents risk grades and PCI loans by category of loan at December 31, 2016. Impaired
loans include loans in risk grades 7, 8 and 9.
Construction,
Land
Development
and Other
Land Loans
Agriculture and
Agriculture
Real Estate
(includes
Farmland)
1-4 Family
(includes
Home
Equity) (1)
Commercial
Real Estate
(includes
Multi-Family
Residential)
Commercial
and
Industrial
Consumer
and Other
Total
Grade 1
Grade 2
Grade 3
Grade 4
Grade 5
Grade 6
Grade 7
Grade 8
Grade 9
PCI Loans (2)
Total
$
— $
2,261
1,200,623
54,380
2,525
2,690
13
—
—
1,431
$ 1,263,923 $
(Dollars in thousands)
— $
22,863
— $
8,317
14,616 $
4,218
54,908 $
12,772
40,688 $ 110,212
61,472
11,041
570,324 2,622,304 2,859,433 1,143,634 194,210 8,590,528
596,741
74,079
119,052
7,703
87,544
847
28,134
161
744
—
—
—
27,633
388
672,336 $2,717,831 $ 3,162,109 $1,539,439 $ 266,422 $9,622,060
176,287
57,283
68,682
21,475
714
—
3,684
220,533
45,533
8,401
3,472
—
—
16,420
16,095
2,403
1,829
156
—
—
—
55,367
3,605
5,095
2,857
30
—
5,710
Includes $27.0 million of residential mortgage loans held for sale at December 31, 2016.
(1)
(2) Of the total PCI loans, $2.7 million were classified as substandard at December 31, 2016, which includes $31
thousand with specific reserves allocated to them.
Allowance for Credit Losses. The allowance for credit losses is a valuation established through charges to
earnings in the form of a provision for credit losses. Management has established an allowance for credit losses
which it believes is adequate as of December 31, 2017 for estimated losses in the Company’s loan portfolio. The
amount of the allowance for credit losses is affected by the following: (1) charge-offs of loans that occur when loans
are deemed uncollectible and decrease the allowance, (2) recoveries on loans previously charged off that increase
the allowance and (3) provisions for credit losses charged to earnings that increase the allowance. Based on an
evaluation of the loan portfolio and consideration of the factors listed below, management presents a quarterly
review of the allowance for credit losses to the Bank’s Board of Directors, indicating any change in the allowance
since the last review and any recommendations as to adjustments in the allowance. Although management believes it
uses the best information available to make determinations with respect to the allowance for credit losses, future
adjustments may be necessary if economic conditions or the borrower’s performance differ from the assumptions
used in making the initial determinations.
The Company’s allowance for credit losses consists of two components: (1) a specific valuation allowance
based on probable losses on specifically identified loans and (2) a general valuation allowance based on historical
loan loss experience, general economic conditions and other qualitative risk factors both internal and external to the
Company.
In setting the specific valuation allowance, the Company follows a loan review program to evaluate the credit
risk in the total loan portfolio and assigns risk grades to each loan. Through this loan review process, the Company
maintains an internal list of impaired loans which, along with the delinquency list of loans, helps management assess
the overall quality of the loan portfolio and the adequacy of the allowance for credit losses. All loans that have been
identified as impaired are reviewed on a quarterly basis in order to determine whether a specific reserve is required.
For certain impaired loans, the Company allocates a specific loan loss reserve primarily based on the value of the
collateral securing the impaired loan in accordance with ASC Topic 310-10,“Receivables.” The specific reserves
are determined on an individual loan basis. Loans for which specific reserves are provided are excluded from the
general valuation allowance described below.
101
In connection with this review of the loan portfolio, the Company considers risk elements attributable to
particular loan types or categories in assessing the quality of individual loans. Some of the risk elements include:
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
for 1-4 family residential mortgage loans, the borrower’s ability to repay the loan, including a
consideration of the debt to income ratio and employment and income stability, the loan to value ratio,
and the age, condition and marketability of collateral;
for commercial real estate loans and multifamily residential loans, the debt service coverage ratio
(income from the property in excess of operating expenses compared to loan payment requirements),
operating results of the owner in the case of owner-occupied properties, the loan to value ratio, the age
and condition of the collateral and the volatility of income, property value and future operating results
typical of properties of that type;
for construction, land development and other land loans, the perceived feasibility of the project
including the ability to sell developed lots or improvements constructed for resale or the ability to lease
property constructed for lease, the quality and nature of contracts for presale or prelease, if any,
experience and ability of the developer and loan to value ratio;
for commercial and industrial loans, the operating results of the commercial, industrial or professional
enterprise, the borrower’s business, professional and financial ability and expertise, the specific risks
and volatility of income and operating results typical for businesses in that category and the value,
nature and marketability of collateral;
for agricultural real estate loans, the experience and financial capability of the borrower, projected debt
service coverage of the operations of the borrower and loan to value ratio; and
for non-real estate agricultural loans, the operating results, experience and financial capability of the
borrower, historical and expected market conditions and the value, nature and marketability of
collateral.
In addition, for each category, the Company considers secondary sources of income and the financial strength
and credit history of the borrower and any guarantors.
In determining the amount of the general valuation allowance, management considers factors such as
historical loan loss experience, concentration risk of specific loan types, the volume, growth and composition of the
Company’s loan portfolio, current economic conditions that may affect the borrower’s ability to pay and the value of
collateral, the evaluation of the Company’s loan portfolio through its internal loan review process, general economic
conditions and other qualitative risk factors both internal and external to the Company and other relevant factors in
accordance with ASC Topic 450, “Contingencies.” Based on a review of these factors for each loan type, the
Company applies an estimated percentage to the outstanding balance of each loan type, excluding any loan that has a
specific reserve allocated to it. Allocation of a portion of the allowance to one category of loans does not preclude its
availability to absorb losses in other categories. The Company uses this information to establish the amount of the
general valuation allowance.
A change in the allowance for credit losses can be attributable to several factors, most notably (1) specific
reserves identified for impaired loans, (2) historical credit loss information, (3) changes in environmental factors and
(4) growth in the balance of legacy loans and the renewal or substantial modification of acquired loans (Non-PCI
and PCI loans as discussed in Note 2) into the loan portfolio subject to the allowance methodology.
Changes in the Company’s asset quality are reflected in the allowance in several ways. Specific reserves that
are calculated on a loan-by-loan basis and the qualitative assessment of all other loans reflect current changes in the
credit quality of the loan portfolio. Historical credit losses, on the other hand, are based on a three-year look back
period, which are then applied to estimate current credit losses inherent in the loan portfolio. A deterioration in the
credit quality of the loan portfolio in the current period would increase the historical credit loss factor to be applied
in future periods, just as an improvement in credit quality would decrease the historical credit loss factor.
102
The allowance for credit losses is further determined by the size of the loan portfolio subject to the allowance
methodology and environmental factors that include Company-specific risk indicators and general economic
conditions, both of which are constantly changing. The Company evaluates the economic and portfolio-specific
factors on a quarterly basis to determine a qualitative component of the general valuation allowance. The factors
include economic metrics, business conditions, delinquency trends, credit concentrations, nature and volume of the
portfolio and other adjustments for items not covered by specific reserves and historical loss experience.
Management’s assessment of qualitative factors is a statistically based approach to determine the inherent probable
loss associated with such factors. Based on the Company’s actual historical loan loss experience relative to
economic and loan portfolio-specific factors at the time the losses occurred, management is able to identify the
probabilities of default and loss severity based on current economic conditions. The correlation of historical loss
experience with current economic conditions provides an estimate of inherent and probable losses that has not been
previously factored into the general valuation allowance by the determination of specific reserves and recent
historical losses. Additionally, the Company considers qualitative factors not easily quantified and the possibility of
model imprecision.
Utilizing the aggregation of specific reserves, historical loss experience and a qualitative component,
management is able to determine the valuation allowance to reflect the full inherent probable loss.
Loans acquired in business combinations are initially recorded at fair value, which includes an estimate of
inherent credit losses expected to be realized over the remaining lives of the loans, and therefore no corresponding
allowance for credit losses is recorded for these loans at acquisition. When a fair-valued acquired loan is renewed at
its maturity date, the loan is re-categorized and is subject to the allowance methodology. When a fair-valued
acquired loan is modified after acquisition, the loan is independently evaluated subsequent to the modification
decision to determine whether the modification was, substantial, and therefore, requires that the loan be re-
categorized as an acquired legacy loan. The determination is based on a discounted cash-flow analysis. Generally,
when a change in discounted cash-flow of greater than 10% is identified, the fair-valued acquired loan becomes re-
categorized and is evaluated at the time of renewal or modification in accordance with the Company’s allowance for
credit losses methodology described above.
Non-PCI loans that were not deemed impaired subsequent to the acquisition date are considered non-impaired
and are evaluated as part of the general valuation allowance. Non-PCI loans that have not become impaired
subsequent to acquisition are segregated into a pool for each acquisition for allowance calculation purposes. For
each pool, the Company estimates a hypothetical allowance for credit losses also referred to as an “indicated
reserve” that is calculated in accordance with GAAP requirements. The Company uses the acquired bank’s past loss
history adjusted for qualitative factors to establish the indicated reserve. The indicated reserve for each pool of Non-
PCI loans is compared with the remaining discount for the respective pool to test for credit quality deterioration and
the possible need for a loan loss provision. To the extent the remaining discount of the pool is greater than the
indicated reserve, no additional allowance is necessary. If the remaining discount of the pool is less than the
indicated reserve, the difference results in an increase to the allowance recorded through a provision for credit
losses.
Non-PCI loans that have deteriorated to an impaired status subsequent to acquisition are evaluated for a
specific reserve on a quarterly basis which, when identified, is added to the allowance for credit losses. The
Company reviews impaired Non-PCI loans on a loan-by-loan basis and determines the specific reserve based on the
difference between the recorded investment in the loan and one of three factors: expected future cash flows,
observable market price or fair value of the collateral. Because essentially all of the Company’s impaired Non-PCI
loans have been collateral-dependent, the amount of the specific reserve historically has been determined by
comparing the fair value of the collateral securing the Non-PCI loan with the recorded investment in such loan. In
the future, the Company will continue to analyze impaired Non-PCI loans on a loan-by-loan basis and may use an
alternative measurement method to determine the specific reserve, as appropriate and in accordance with applicable
accounting standards.
103
PCI loans are individually monitored on a quarterly basis to assess for deterioration subsequent to acquisition
and are only subject to the Company’s allowance methodology when a deterioration in projected cash flows is
identified. In the event that a deterioration in cash flows is identified, an additional provision for credit losses is
made. PCI loans were recorded at their acquisition date fair values, which were based on expected cash flows and
included estimates of expected future credit losses. The Company’s estimates of loan fair values at the acquisition
date may be adjusted for a period of up to one year as the Company continues to evaluate its estimate of expected
future cash flows at the acquisition date. If the Company determines that losses arose after the acquisition date, the
additional losses will be reflected as a provision for credit losses. An allowance for credit losses is not calculated for
PCI loans that have not experienced deterioration subsequent to the acquisition date.
At December 31, 2017, the allowance for credit losses totaled $84.0 million or 0.84% of total loans, including
acquired loans with discounts. At December 31, 2016, the allowance for credit losses totaled $85.3 million or 0.89%
of total loans, and at December 31, 2015, the allowance aggregated $81.4 million or 0.86% of total loans, both
including acquired loans with discounts. The allowance for credit losses totaled $84.0 million at December 31, 2017
compared with $85.3 million at December 31, 2016, a decrease of $1.3 million or 1.5%.
The following tables detail the recorded investment in loans, excluding $31.4 million and $27.0 million of
residential mortgage loans held for sale, and activity in the allowance for credit losses by category of loan for the
years ended December 31, 2017 and 2016, respectively.
Construction,
Land
Development
and Other
Land Loans
Agriculture and
Agriculture
Real Estate
(includes
Farmland)
1-4 Family
(includes
Home
Equity)
Commercial
Real Estate
(includes
Multi-
Family
Residential)
(Dollars in thousands)
Commercial
and
Industrial
Consumer
and Other
Total
14,984
(297)
(9)
137
128
14,815
$
$
4,073
(458)
(53)
210
157
3,772
$
$
16,571
(2,008)
(229)
156
(73)
14,490
$
$
12,256
(1,476)
(155)
3
(152)
10,628
$
$
35,836
16,047
(14,836)
1,763
(13,073)
38,810
$
$
1,606
2,517
(3,652)
1,055
(2,597)
1,526
$
$
85,326
14,325
(18,934)
3,324
(15,610)
84,041
Allowance for credit losses:
Balance January 1, 2017
$
Provision for credit losses
Charge-offs
Recoveries
Net charge-offs
Balance December 31, 2017 $
Allowance for credit losses
related to:
December 31, 2017
Individually evaluated for
impairment
$
—
$
—
$
559
$
366
$
2,654
$
—
$
Collectively evaluated for
impairment
PCI loans
Total allowance for credit
14,815
—
3,772
—
13,931
—
10,262
—
36,156
—
1,526
—
losses
$
14,815 $
3,772 $
14,490 $
10,628 $
38,810 $
1,526 $
Recorded investment in
loans:
December 31, 2017
Individually evaluated for
impairment
$
583
$
132
$
5,111
$
3,708
$
13,998
$
222
$
3,579
80,462
—
84,041
23,754
Collectively evaluated for
impairment
PCI loans
Total loans evaluated for
1,507,685
869
689,605
381
2,698,796
4,564
3,298,801
13,118
1,462,860
3,052
285,899
—
9,943,646
21,984
impairment
$ 1,509,137 $
690,118 $2,708,471 $ 3,315,627 $ 1,479,910 $ 286,121 $9,989,384
104
Construction,
Land
Development
and Other
Land Loans
Agriculture and
Agriculture
Real Estate
(includes
Farmland)
1-4 Family
(includes
Home
Equity)
Commercial
Real Estate
(includes
Multi-
Family
Residential)
(Dollars in thousands)
Commercial
and
Industrial
Consumer
and Other
Total
Allowance for credit losses:
Balance January 1, 2016
Provision for credit losses
Charge-offs
Recoveries
$
Net charge-offs
Balance December 31, 2016
Allowance for credit losses
$
related to:
December 31, 2016
Individually evaluated for
14,882
(2,399)
(7)
2,508
2,501
14,984
$
$
3,845
6,795
(7,375)
808
(6,567)
4,073
$
$
14,891
1,598
(116)
198
82
16,571
$
$
12,996
(444)
(298)
2
(296)
12,256
$
$
33,409
13,986
(14,371)
2,812
(11,559)
35,836
$
$
1,361
4,464
(5,346)
1,127
(4,219)
1,606
$
$
81,384
24,000
(27,513)
7,455
(20,058)
85,326
impairment
$
—
$
17
$
150
$
178
$
2,820
$
1
$
3,166
Collectively evaluated for
impairment
PCI loans
Total allowance for credit
14,984
—
4,056
—
16,421
—
12,078
—
32,985
31
1,605
—
82,129
31
losses
$
14,984
$
4,073
$
16,571
$
12,256
$
35,836
$
1,606
$
85,326
Recorded investment in
loans:
December 31, 2016
Individually evaluated for
impairment
$
14
$
161
$
2,887
$
3,472
$
22,221
$
123
$
28,878
Collectively evaluated for
impairment
PCI loans
Total loans evaluated for
1,262,478
1,431
671,787
388
2,682,259
5,710
3,142,217
16,420
1,513,534
3,684
266,299
—
9,538,574
27,633
impairment
$ 1,263,923
$
672,336
$2,690,856
$ 3,162,109
$ 1,539,439
$ 266,422
$9,595,085
105
An analysis of activity in the allowance for credit losses for the year ended December 31, 2015 is as follows:
Construction,
Land
Development
and Other
Land Loans
Agriculture and
Agriculture
Real Estate
(includes
Farmland)
1-4 Family
(includes
Home
Equity)
Commercial
Real Estate
(includes
Multi-
Family
Residential)
(Dollars in thousands)
Commercial
and
Industrial
Consumer
and Other
Total
Allowance for credit losses:
Balance January 1, 2015
Provision for credit losses
Charge-offs
Recoveries
$
Net charge-offs
Balance December 31, 2015
Allowance for credit losses
$
related to:
December 31, 2015
Individually evaluated for
15,825
(736)
(366)
159
(207)
14,882
$
$
3,722
(137)
(24)
284
260
3,845
$
$
16,377
(1,277)
(262)
53
(209)
14,891
$
$
12,744
646
(498)
104
(394)
12,996
$
$
30,002
7,781
(7,696)
3,322
(4,374)
33,409
$
$
2,092
1,283
(3,304)
1,290
(2,014)
1,361
$
$
80,762
7,560
(12,150)
5,212
(6,938)
81,384
impairment
$
2
$
52
$
93
$
262
$
7,082
$
44
$
7,535
Collectively evaluated for
impairment
PCI loans
Total allowance for credit
14,880
—
3,793
—
14,798
—
12,734
—
25,491
836
1,317
—
73,013
836
losses
$
14,882
$
3,845
$
14,891
$
12,996
$
33,409
$
1,361
$
81,384
Recorded investment in
loans:
December 31, 2015
Individually evaluated for
impairment
$
40
$
209
$
1,585
$
15,377
$
15,948
$
239
$
33,398
Collectively evaluated for
impairment
PCI loans
Total loans evaluated for
1,072,238
920
648,214
395
2,609,878
5,269
3,098,076
17,630
1,660,686
15,612
252,340
—
9,341,432
39,826
impairment
$ 1,073,198
$
648,818
$2,616,732
$ 3,131,083
$ 1,692,246
$ 252,579
$9,414,656
106
Troubled Debt Restructurings. The restructuring of a loan is considered a “troubled debt restructuring” if both
(1) the borrower is experiencing financial difficulties and (2) the creditor has granted a concession. Concessions may
include interest rate reductions or below market interest rates, principal forgiveness, restructuring amortization
schedules and other actions intended to minimize potential losses. Under ASC topic 310-40 “Receivables—Troubled
Debt Restructurings by Creditors,” the Company evaluates all loan modifications for identification as troubled debt
restructurings. At December 31, 2017 and 2016, the Company had $53 thousand and $97 thousand, respectively, in
outstanding troubled debt restructurings. The following table presents information regarding the recorded
investment at December 31, 2017 and 2016 of loans modified in a troubled debt restructuring during the years ended
December 31, 2017 and 2016:
Years Ended December 31,
2017
Recorded
Investment
at Date of
Restructure
Recorded
Investment
at Year-
End
Number
of Loans
2016
Recorded
Investment
at Date of
Restructure
Recorded
Investment
at Year-
End
Number
of Loans
(Dollars in thousands)
— $
— $
—
— $
— $
—
—
—
3
—
3 $
—
—
—
8,656
—
8,656 $
—
—
—
—
—
—
1
—
—
—
—
1 $
154
—
—
—
—
154 $
—
—
—
—
—
—
—
Troubled Debt Restructurings
Construction, land development and other
land loans
Agriculture and agriculture real estate
(includes farmland)
1-4 Family (includes home equity)
Commercial real estate (commercial mortgage
and multi-family)
Commercial and industrial
Consumer and other
Total
For the year ended December 31, 2017, the Company added 3 loans totaling $8.7 million as new troubled debt
restructurings, none of which remained outstanding at December 31, 2017. During the year ended December 31,
2017, the Company fully charged off two loans with a recorded investment of $4.3 million at the time of charge off.
These two loans were modified as troubled debt restructurings during the first quarter of 2017 and had defaulted in
payment prior to the charge off. As of December 31, 2017 there have been no other defaults on any loans that were
modified as troubled debt restructurings during the preceding twelve months. Default is determined at 90 or more
days past due. There were no charge-offs related to restructured loans recognized during the year ended December
31, 2016. The modifications primarily related to extending the amortization periods of the loans, which includes
loans modified during bankruptcy. The Company did not grant principal reductions on any restructured loans. These
modifications did not have a material impact on the Company’s determination of the allowance for credit losses.
107
7. FAIR VALUE
The Company uses fair value measurements to record fair value adjustments to certain assets and to determine
fair value disclosures. Fair values represent the estimated price that would be received from selling an asset or paid
to transfer a liability, otherwise known as an “exit price.” Securities available for sale are recorded at fair value on a
recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on
a nonrecurring basis. These nonrecurring fair value adjustments typically involve application of lower-of-cost-or-
market accounting or write downs of individual assets. ASC Topic 820, “Fair Value Measurements and
Disclosures” establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in
active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value
hierarchy is as follows:
Fair Value Hierarchy
The Company groups financial assets and financial liabilities measured at fair value in three levels, based on
the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair
value. These levels are:
(cid:129)
(cid:129)
(cid:129)
Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Other significant observable inputs (including quoted prices in active markets for similar
assets or liabilities) 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—Unobservable inputs that are supported by little or no market activity and that are significant
to the fair value of the assets or liabilities.
The fair value of an asset or liability is the price that would be received to sell that asset or paid to transfer that
liability in an orderly transaction occurring in the principal market (or most advantageous market in the absence of a
principal market) for such asset or liability. In estimating fair value, the Company utilizes valuation techniques that
are consistent with the market approach, the income approach and/or the cost approach. Such valuation techniques
are consistently applied. Inputs to valuation techniques include the assumptions that market participants would use
in pricing an asset or liability.
The fair value disclosures below represent the Company’s estimates based on relevant market information and
information about the financial instruments. Fair value estimates are based on judgments regarding current economic
conditions, risk characteristics of the various 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 the above methodologies and assumptions could significantly affect the estimates.
The following tables present fair values for assets measured at fair value on a recurring basis:
Available for sale securities:
States and political subdivisions
Collateralized mortgage obligations
Mortgage-backed securities
Other securities
Level 1
As of December 31, 2017
Level 2
Level 3
(Dollars in thousands)
Total
$
— $
1,820 $
— 100,061
— 103,489
—
12,500
— $
1,820
— 100,061
— 103,489
12,500
—
108
Available for sale securities:
States and political subdivisions
Collateralized mortgage obligations
Mortgage-backed securities
Other securities
Level 1
As of December 31, 2016
Level 3
Level 2
(Dollars in thousands)
Total
$
— $
1,920 $
— 120,599
—
85,863
12,794
—
— $
1,920
— 120,599
—
85,863
—
12,794
Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not
measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for
example, when there is evidence of impairment). These instruments include other real estate owned, repossessed
assets, held to maturity debt securities, loans held for sale, and impaired loans. For the year ended December 31,
2017, the Company had additions to other real estate owned of $1.6 million, of which $923 thousand were
outstanding as of December 31, 2017. For the year ended December 31, 2017, the Company had additions to
impaired loans of $20.9 million, of which $17.6 million were outstanding as of December 31, 2017. The remaining
financial assets and liabilities measured at fair value on a non-recurring basis that were recorded in 2017 and
remained outstanding at December 31, 2017 were not significant.
The following tables summarize the carrying values and estimated fair values of certain financial instruments
not recorded at fair value on a recurring basis:
Carrying
Amount
As of December 31, 2017
Estimated Fair Value
Level 1
Level 2
Level 3
Total
(Dollars in thousands)
Assets
$
Cash and due from banks
Federal funds sold
Held to maturity securities
Loans held for sale
Loans held for investment, net of allowance
Other real estate owned
391,616 $ 391,616 $
697
9,454,246
31,389
9,905,343
11,152
697
—
—
—
—
— $
—
9,323,482
31,389
—
11,152
— $
—
—
—
9,923,556
—
391,616
697
9,323,482
31,389
9,923,556
11,152
Liabilities
Deposits:
Noninterest-bearing
Interest-bearing
Other borrowings
Securities sold under repurchase agreements
$ 5,623,322 $
12,198,138
505,223
324,154
— $ 5,623,322 $
—
—
—
12,173,164
505,390
324,118
— $ 5,623,322
12,173,164
—
505,390
—
324,118
—
109
Carrying
Amount
As of December 31, 2016
Estimated Fair Value
Level 1
Level 2
Level 3
Total
(Dollars in thousands)
Assets
$
Cash and due from banks
Federal funds sold
Held to maturity securities
Loans held for sale
Loans held for investment, net of allowance
Other real estate owned
436,203 $ 436,203 $
1,178
9,504,910
26,975
9,509,759
15,463
1,178
—
—
—
—
— $
—
9,339,455
26,975
—
15,463
— $
—
—
—
9,533,310
—
436,203
1,178
9,339,455
26,975
9,533,310
15,463
Liabilities
Deposits:
Noninterest-bearing
Interest-bearing
Other borrowings
Securities sold under repurchase agreements
$ 5,190,973 $
12,116,329
990,781
320,430
— $ 5,190,973 $
—
—
—
12,121,157
991,181
320,428
— $ 5,190,973
12,121,157
—
991,181
—
320,428
—
Entities may choose to measure eligible financial instruments at fair value at specified election dates. The fair
value measurement option (1) may be applied instrument by instrument, with certain exceptions, (2) is generally
irrevocable and (3) is applied only to entire instruments and not to portions of instruments. Unrealized gains and
losses on items for which the fair value measurement option has been elected must be reported in earnings at each
subsequent reporting date. During the reported periods, the Company had no financial instruments measured at fair
value under the fair value measurement option.
The fair value estimates presented herein are based on pertinent information available to management as of the
dates indicated. Although management is not aware of any factors that would significantly affect the estimated fair
value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements
since those dates and, therefore, current estimates of fair value may differ significantly from the amounts presented
herein.
The following is a description of valuation methodologies used for assets and liabilities recorded at fair value,
non-financial assets and non-financial liabilities, and for estimating fair value for financial instruments not recorded
at fair value:
Cash and due from banks—For these short-term instruments, the carrying amount is a reasonable estimate
of fair value. The Company classifies the estimated fair value of these instruments as Level 1.
Federal funds sold—For these short-term instruments, the carrying amount is a reasonable estimate of fair
value. The Company classifies the estimated fair value of these instruments as Level 1.
Securities —Fair value measurements based upon quoted prices are considered Level 1 inputs. Level 1
securities consist of U.S. Treasury securities and certain equity securities which are included in the available for sale
portfolio. For all other available for sale and held to maturity securities, if quoted prices are not available, fair values
are measured using Level 2 inputs. For these securities, the Company generally obtains fair value measurements
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. The
Company reviews the prices supplied by the independent pricing service, as well as their underlying pricing
methodologies, for reasonableness.
Securities available for sale are recorded at fair value on a recurring basis.
110
Loans held for sale—Loans held for sale are carried at the lower of cost or estimated fair value. Fair value for
consumer mortgages held for sale is based on commitments on hand from investors or prevailing market prices. As
such, the Company classifies loans subjected to nonrecurring fair value adjustments as Level 2.
Loans held for investment—The Company does not record loans at fair value on a recurring basis. As such,
valuation techniques discussed herein for loans are primarily for estimating fair value disclosures. However, from
time to time, the Company records nonrecurring fair value adjustments to impaired loans to reflect (1) partial write
downs that are based on the observable market price or current appraised value of the collateral, or (2) the full
charge-off of the loan carrying value. Where appraisals are not available, estimated cash flows are discounted using
a rate commensurate with the credit risk associated with those cash flows. Assumptions regarding credit risk, cash
flows and discount rates are judgmentally determined using available market information and specific borrower
information.
The estimated fair value approximates carrying value for variable-rate loans that reprice frequently and with
no significant change in credit risk. The fair value of fixed-rate loans and variable-rate loans which reprice on an
infrequent basis is estimated by discounting future cash flows using the current interest rates at which similar loans
with similar terms would be made to borrowers of similar credit quality. An overall valuation adjustment is made for
specific credit risks as well as general portfolio credit risk. The Company classifies the estimated fair value of loans
held for investment as Level 3.
Other real estate owned—Other real estate owned is primarily foreclosed properties securing residential
loans and commercial real estate. Foreclosed assets are adjusted to fair value less estimated costs to sell upon
transfer of the loans to other real estate owned. Subsequently, these assets are carried at the lower of carrying value
or fair value less estimated costs to sell. Other real estate carried at fair value based on an observable market price or
a current appraised value is classified by the Company as Level 2. When management determines that the fair value
of other real estate requires additional adjustments, either as a result of a non-current appraisal or when there is no
observable market price, the Company classifies the other real estate as Level 3.
Deposits—The fair value of demand deposits, savings accounts and certain money market deposits is the
amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated
using the rates currently offered for deposits of similar remaining maturities. Deposits fair value measurements
utilize Level 2 inputs.
Other borrowings—Rates currently available to the Company for debt with similar terms and remaining
maturities are used to estimate the fair value of other borrowings using a discounted cash flows methodology and are
measured utilizing Level 2 inputs.
Securities sold under repurchase agreements—The fair value of securities sold under repurchase
agreements is the amount payable on demand at the reporting date and are measured utilizing Level 2 inputs.
Off-balance sheet financial instruments—The fair value of commitments to extend credit and standby
letters of credit is estimated using the fees currently charged to enter into similar agreements, taking into account the
remaining terms of the agreement and the present creditworthiness of the counterparties. The Company has
reviewed the unfunded portion of commitments to extend credit as well as standby and other letters of credit, and
has determined that the fair value of such financial instruments is not material. The Company classifies the
estimated fair value of credit-related financial instruments as Level 3.
111
8. PREMISES AND EQUIPMENT
Premises and equipment are summarized as follows:
December 31,
2016
2017
(Dollars in thousands)
Land
Buildings
Furniture, fixtures and equipment
Construction in progress
Total
Less accumulated depreciation
Premises and equipment, net
$
88,040 $
204,922
68,858
6,537
368,357
(111,292)
90,696
205,500
65,027
643
361,866
(99,783)
$ 257,065 $ 262,083
Depreciation expense was $12.2 million, $13.1 million and $13.0 million for the years ended December 31,
2017, 2016 and 2015, respectively.
9. DEPOSITS
Included in interest-bearing deposits are certificates of deposit in amounts of $100,000 or more. These
certificates and their remaining maturities at December 31, 2017 were as follows (dollars in thousands):
Three months or less
Over three through six months
Over six through 12 months
Over 12 months
Total
$ 360,625
291,117
351,823
298,476
$ 1,302,041
27.7%
22.4
27.0
22.9
100.00%
Interest expense for certificates of deposit in excess of $100,000 was $10.3 million, $9.7 million and $9.6
million for the years ended December 31, 2017, 2016 and 2015, respectively.
As of December 31, 2017, the Company had $76.9 million of deposits classified as brokered deposits for
regulatory purposes, and there are no major concentrations of deposits with any one depositor.
10. OTHER BORROWINGS AND SECURITIES SOLD UNDER REPURCHASE AGREEMENTS
The Company utilizes borrowings to supplement deposits to fund its lending and investment activities.
Borrowings consist of funds from the Federal Home Loan Bank (“FHLB”) and securities sold under repurchase
agreements.
The following table presents the Company’s borrowings at December 31, 2017 and 2016:
FHLB advances
FHLB long-term notes payable
Total other borrowings
Securities sold under repurchase agreements
Total
December 31,
2017
2016
(Dollars in thousands)
$ 500,000 $ 985,000
5,781
990,781
320,430
$ 829,377 $ 1,311,211
5,223
505,223
324,154
112
FHLB advances and long-term notes payable—The Company has an available line of credit with the FHLB of
Dallas, which allows the Company to borrow on a collateralized basis. FHLB advances are considered short-term
borrowings and used to manage liquidity as needed. Maturing advances are replaced by drawing on available cash,
making additional borrowings or through increased customer deposits. At December 31, 2017, the Company had
total funds of $5.77 billion available under this agreement, of which a total amount of $505.2 million was
outstanding at December 31, 2017. FHLB advances were $500.0 million at December 31, 2017, with a weighted
average interest rate of 1.21%. Long-term notes payable were $5.2 million at December 31, 2017, with a weighted
average interest rate of 5.70%. The maturity dates on the FHLB notes payable range from the years 2018 to 2027
and have interest rates ranging from 4.51% to 6.10%.
Securities sold under repurchase agreements with Company customers—At December 31, 2017, the
Company had $324.2 million in securities sold under repurchase agreements compared with $320.4 million at
December 31, 2016, with average rates paid of 0.39% and 0.29% for the years ended December 31, 2017 and 2016,
respectively. Repurchase agreements are generally settled on the following business day; however, approximately
$9.8 million of repurchase agreements outstanding at December 31, 2017 have maturity dates ranging from 6 to 24
months. All securities sold under agreements to repurchase are collateralized by certain pledged securities.
11. INCOME TAXES
The components of the provision for federal income taxes are as follows:
Current
Deferred
Total
2017
Year Ended December 31,
2016
(Dollars in thousands)
$ 123,371 $ 115,145 $ 108,550
34,999
$ 133,905 $ 134,192 $ 143,549
10,534
19,047
2015
The provision for federal income taxes differs from the amount computed by applying the federal income tax
statutory rate of 35% to income before income taxes as follows:
Taxes calculated at statutory rate
(Decrease) increase resulting from:
Excess FMV on restricted stock vesting
Tax-exempt interest
Qualified School Construction Bond credit
Non taxable death benefits
BOLI income
Qualified stock options
Leverage lease items
State tax, net
Other, net
Tax rate change
Total
2017
Year Ended December 31,
2016
(Dollars in thousands)
$ 142,125 $ 143,030 $ 150,568
2015
(442)
(6,724)
(1,239)
(5)
(1,901)
—
(549)
106
1,103
1,431
—
(6,351)
(1,239)
(60)
(1,917)
2
—
1,193
1,353
—
$ 133,905 $ 134,192 $ 143,549
—
(7,234)
(1,218)
(295)
(1,982)
—
—
1,188
703
—
Income tax expense for 2017 was impacted by the adjustment of deferred tax assets and liabilities related to
the reduction in the U.S. federal statutory income tax rate to 21% under the Tax Cuts and Jobs Act, which was
enacted on December 22, 2017. As a result of the new law, which is more fully discussed below, the Company
recognized a net tax expense totaling $1.4 million, as presented in the table above. During 2017, the Company
adopted a new accounting standard that requires the income tax effects associated with stock-based compensation to
be recognized as a component of income tax expense. The Company recognized net tax benefits related to stock-
based compensation totaling $442 thousand in 2017, as presented in the table above. See Note 1 - Significant
Accounting Policies for additional information related to the accounting for the income tax effects of stock-based
compensation.
113
Year-end deferred taxes are presented in the table below. As a result of the Tax Cuts and Jobs Act enacted on
December 22, 2017, deferred taxes as of December 31, 2017 are based on the newly enacted U.S. statutory federal
corporate income tax rate of 21%. Deferred taxes as of December 31, 2016 are based on the previously enacted U.S.
statutory federal corporate income tax rate of 35%.
Deferred tax assets:
Loan purchase discounts
Allowance for credit losses
Accrued liabilities
Restricted stock
Deferred compensation
Certificates of Deposit
Net operating losses
ORE write-downs
Investments in partnerships
Unrealized loss on available for sale securities
Other
Total deferred tax assets
Deferred tax liabilities:
$
December 31,
2017
2016
(Dollars in thousands)
7,297 $
16,897
1,476
5,640
2,433
22
129
710
106
30
19
34,759
20,793
28,745
2,985
10,088
4,100
113
424
—
213
—
162
67,623
Goodwill and core deposit intangibles
Bank premises and equipment
Securities
Unrealized gain on available for sale securities
Prepaid expenses
Deferred loan fees and costs
Total deferred tax liabilities
Net deferred tax (liabilities) assets
(22,664)
(7,252)
(494)
—
(566)
(4,091)
(35,067)
(308) $
(35,813)
(13,504)
(1,517)
(760)
(1,295)
(5,300)
(58,189)
9,434
$
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income
during the periods in which those temporary differences become deductible. Management considers the scheduled
reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this
assessment. Based upon the level of historical taxable income and estimates of future taxable income over the
periods for which the deferred tax assets are deductible, management believes it is more likely than not the
Company will realize the benefits of these deductible differences at December 31, 2017.
Benefits from tax positions are recognized in the financial statements only when it is more likely than not that
the tax position will be sustained upon examination by the appropriate taxing authority that would have full
knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is
measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate
settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold are
recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized
tax positions that no longer meet the more-likely-than-not recognition threshold are derecognized in the first
subsequent financial reporting period in which that threshold is no longer met. The Company had no tax positions at
December 31, 2017 or December 31, 2016 that did not meet the more-likely-than not recognition threshold. ASC
Topic 740 “Income Taxes” also provides guidance on the accounting for and disclosure of unrecognized tax
benefits, interest and penalties. The Company’s policy for recording interest and penalties associated with audits is
to record such items as a component of income before taxes. Penalties are recorded in other (gains) losses and
interest paid or received is recorded in interest expense or interest income, respectively, in the consolidated
statement of income. As of December 31, 2017 and 2016, the Company has not accrued any interest and penalties
related to unrecognized tax benefits. The Company has identified its federal tax return and its state tax returns in
Texas, Oklahoma and Arkansas as “major” tax jurisdictions, as defined. The periods subject to examination for the
Company’s federal return are the 2014 through 2017 tax years. The Company has assumed to net operating loss
114
carryforwards, “acquired NOLs”, through its acquisitions. The tax periods of the acquired entities from which these
acquired NOLs originated are considered open years for purposes of adjusting the amount of the acquired NOLs
used in the Company’s open years. Net operating loss carryforwards expire in tax years beginning in 2028 through
2031.
Tax Cuts and Jobs Act. The Tax Cuts and Jobs Act was enacted on December 22, 2017. Among other things,
the new law (i) establishes a new, flat federal statutory corporate income tax rate of 21%, (ii) eliminates the
corporate alternative minimum tax and allows the use of any such carryforwards to offset regular tax liability for any
taxable year, (iii) limits the deduction for net interest expense incurred by U.S. corporations, (iv) allows businesses
to immediately expense, for tax purposes, the cost of new investments in certain qualified depreciable assets,
(v) eliminates or reduces certain deductions related to meals and entertainment expenses, (vi) modifies the limitation
on excessive employee remuneration to eliminate the exception for performance-based compensation and clarifies
the definition of a covered employee and (vii) limits the deductibility of deposit insurance premiums. The Tax Cuts
and Jobs Act also significantly changes U.S. tax law related to foreign operations, however, such changes do not
currently impact the Company. As stated above, as a result of the enactment of the Tax Cuts and Jobs Act on
December 22, 2017, the Company remeasured its deferred tax assets and liabilities based upon the newly enacted
U.S. statutory federal corporate income tax rate of 21%, which is the tax rate at which these assets and liabilities are
expected to reverse in the future. The Company is still analyzing certain aspects of the new law and refining its
calculations, which could affect the measurement of these deferred tax assets and liabilities or give rise to new
deferred tax amounts. The Company recognized a one-time non-cash income tax expense related to the
remeasurement of its deferred tax assets and liabilities totaling $1.4 million during the year ended December 31,
2017.
12. STOCK INCENTIVE PROGRAMS
At December 31, 2017, the Company had two stock-based employee compensation plans with awards
outstanding. One of these plans has expired and therefore no additional awards may be issued under that plan. The
Company accounts for stock-based employee compensation plans using the fair value-based method of
accounting. The Company recognized stock-based compensation expense of $6.9 million, $9.5 million and $11.1
million for the years ended December 31, 2017, 2016 and 2015, respectively. There was approximately $2.4 million,
$3.3 million and $3.9 million of income tax benefit recorded for the stock-based compensation expense for the same
periods, respectively.
In December 2004, Bancshares’ Board of Directors established the Prosperity Bancshares, Inc. 2004 Stock
Incentive Plan (the “2004 Plan”), which was approved by Bancshares’ shareholders on February 23, 2005. The 2004
Plan authorized the issuance of up to 1,250,000 shares of common stock upon the exercise of options granted under
the 2004 Plan or upon the grant or exercise, as the case may be, of other awards granted under the 2004 Plan. The
2004 Plan provided for grants of incentive and nonqualified stock options to employees and nonqualified stock
options to directors who are not employees. The 2004 Plan also provided for grants of shares of restricted stock,
stock appreciation rights, phantom stock awards and performance awards on substantially similar terms. A total of
191,625 options and 793,218 shares of restricted stock have been granted under the 2004 Plan as of December 31,
2017. No options granted under the 2004 Plan were outstanding at December 31, 2017. The 2004 Plan has expired
and therefore no additional shares may be issued under the 2004 Plan.
On February 22, 2012, Bancshares’ Board of Directors adopted the Prosperity Bancshares, Inc. 2012 Stock
Incentive Plan (the “2012 Plan”), which was approved by Bancshares’ shareholders on April 17, 2012. The 2012
Plan authorizes the issuance of up to 1,250,000 shares of common stock upon the exercise of options granted under
the 2012 Plan or pursuant to the grant or exercise, as the case may be, of other awards granted under the 2012 Plan,
including restricted stock, stock appreciation rights, phantom stock awards and performance awards. A total of
359,133 shares of restricted stock have been granted under the 2012 Plan as of December 31, 2017.
115
Stock Options
Stock options are issued at the current market price on the date of the grant, subject to a pre-determined
vesting period with a contractual term of 10 years. Options assumed in connection with acquisitions have contractual
terms as established in the original option grant agreements entered into prior to acquisition. The fair value of stock
options granted is estimated at the date of grant using the Black-Scholes option-pricing model. The Black-Scholes
pricing model utilizes certain assumptions including expected life of the option, risk free interest rate, volatility and
dividend yield. Stock-based compensation expense is recognized ratably over the requisite service period for all
awards. There were no options issued for the years ended December 31, 2017, 2016 and 2015 and the Company had
no options outstanding at December 31, 2017.
A summary of changes in outstanding vested and unvested options during the three-year period ended
December 31, 2017 is set forth below:
Options outstanding, December 31, 2014
Options granted
Options forfeited
Options exercised
Options outstanding, December 31, 2015
Options granted
Options forfeited
Options exercised
Options outstanding, December 31, 2016
Options granted
Options forfeited
Options exercised
Options outstanding, December 31, 2017
Shares vested or expected to vest, December 31, 2017
Shares exercisable, December 31, 2017
Number of
Options
(In thousands)
53 $
—
(15)
(9)
29 $
—
—
(24)
5 $
—
—
(5)
— $
— $
— $
Weighted
Average
Exercise
Price
Weighted
Average
Contractual
Term
Aggregate
Intrinsic
Value
27.68
—
27.15
29.92
32.14
—
—
32.65
29.69
—
—
29.69
—
—
—
(In years) (In thousands)
1,473
2.69 $
2.60
453
2.75
210
— $
— $
— $
—
—
—
The total intrinsic value of the options exercised during the years ended December 31, 2017 and 2016 was
$202 thousand and $931 thousand, respectively. No options vested during the year ended December 31, 2017, as all
options vested prior to 2017. There were no unvested options forfeited during the years ended December 31, 2017
and 2016.
The Company received $148 thousand, $778 thousand and $290 thousand in cash from the exercise of stock
options during the years ended December 31, 2017, 2016 and 2015, respectively. There was no tax benefit realized
from exercises of the stock-based compensation arrangements during the years ended December 31, 2017, 2016 and
2015.
Restricted Stock
The Company has granted shares of restricted stock pursuant to the 2004 and 2012 Plans. These shares of
restricted stock generally vest over a period of one to five years. The Company accounts for restricted stock grants
by recording the fair value of the grant as compensation expense over the vesting period. Compensation expense
related to restricted stock was $6.9 million, $9.5 million and $11.1 million for the years ended December 31, 2017,
2016 and 2015, respectively.
116
A summary of the status of nonvested shares of restricted stock as of December 31, 2017, and changes during
the year then ended is as follows:
Nonvested share awards outstanding, December 31, 2016
Share awards granted
Unvested share awards forfeited
Share awards vested
Nonvested share awards outstanding, December 31, 2017
Weighted
Average Grant
Date Fair
Value
(Shares in thousands)
Number of
Shares
503 $
21
(26)
(80)
418 $
45.35
66.52
60.99
53.90
56.53
The total fair value of restricted stock awards that fully vested during the year ended December 31, 2017 was
$5.4 million.
As of December 31, 2017, there was $28.8 million of total unrecognized compensation expense related to
stock-based compensation arrangements. That cost is expected to be recognized over a weighted average period of
1.94 years.
13. OTHER NONINTEREST INCOME AND EXPENSE
Other noninterest income and expense totals are more fully detailed in the following tables. Any components
of these totals exceeding 1% of the aggregate of total net interest income and total noninterest income for any of the
years presented, as well as amounts the Company elected to present, are stated separately.
2017
Years Ended December 31,
2016
(Dollars in thousands)
2015
Other noninterest income
Banking related service fees
Bank Owned Life Insurance (BOLI)
Rental income
Other
Total
Other noninterest expense
Advertising
Losses
Printing and supplies
Professional and legal fees
Property taxes
Travel and development
Other
Total
$
$
$
$
6,107 $
5,430
1,946
8,492
21,975 $
2,932 $
2,519
2,035
4,843
7,424
4,398
9,578
33,729 $
4,825 $
5,663
2,484
7,893
20,865 $
2,845 $
2,439
2,334
4,346
7,770
4,455
9,089
33,278 $
4,690
5,548
2,594
10,930
23,762
2,974
3,361
2,158
3,044
7,028
4,434
9,577
32,576
14. PROFIT SHARING PLAN
The Company has adopted a profit sharing plan pursuant to Section 401(k) of the Internal Revenue Code (the
“Code”), whereby the participants may contribute a percentage of their compensation as permitted under the
Code. Matching contributions are made at the discretion of the Company. Presently, the Company matches 50% of
an employee’s contributions, up to 15% of such employee’s compensation, not to exceed the maximum allowable
pursuant to the Code and excluding catch-up contributions. Such matching contributions were approximately $4.3
million, $4.4 million and $4.3 million for the years ended December 31, 2017, 2016 and 2015, respectively.
117
15. OFF-BALANCE SHEET ARRANGEMENTS, COMMITMENTS AND CONTINGENCIES
The following table summarizes the Company’s contractual obligations and other commitments to make
future payments as of December 31, 2017 (other than deposit obligations and securities sold under repurchase
agreements). The Company’s future cash payments associated with its contractual obligations pursuant to its FHLB
notes payable and operating leases as of December 31, 2017 are summarized below. The future interest payments
were calculated using the current rate in effect at December 31, 2017. Payments for FHLB notes payable include
interest of $364 thousand that will be paid over the future periods. Payments related to leases are based on actual
payments specified in underlying contracts.
1 year or less
More than 1
year but less
than 3 years
3 years or
more but less
than 5 years
5 years or
more
Total
$ 504,330 $
5,019
$ 509,349 $
(Dollars in thousands)
125 $
980 $
4,106
7,781
4,231 $
8,761 $
152 $ 505,587
6,256
23,162
6,408 $ 528,749
Federal Home Loan Bank notes payable
Operating leases
Total
Off-Balance Sheet Items
In the normal course of business, the Company enters into various transactions, which, in accordance with
GAAP, are not included in its consolidated balance sheets. The Company enters into these transactions to meet the
financing needs of its customers. These transactions include commitments to extend credit and standby letters of
credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts
recognized in the consolidated balance sheets.
The Company’s commitments associated with outstanding standby letters of credit and commitments to
extend credit expiring by period as of December 31, 2017 are summarized below.
1 year or less
More than 1
year but less
than 3 years
3 years or
more but less
than 5 years
5 years or
more
Total
Standby letters of credit
Commitments to extend credit
Total
(Dollars in thousands)
488 $
$
64,799 $
7,133 $
908,606 394,752
72,420
211,191 864,275 2,378,824
$ 973,405 $ 401,885 $ 211,679 $ 864,275 $2,451,244
— $
Standby Letters of Credit. Standby letters of credit are written conditional commitments issued by the
Company to guarantee the payment by or performance of a customer to a third party. In the event the customer does
not perform in accordance with the terms of the agreement with the third party, the Company would be required to
fund the commitment. The maximum potential amount of future payments the Company could be required to make
is represented by the contractual amount of the commitment. If the commitment is funded, the Company would be
entitled to seek recovery from the customer. The Company’s policies generally require that standby letter of credit
arrangements contain security and debt covenants similar to those contained in loan agreements.
Commitments to Extend Credit. The Company enters into contractual commitments to extend credit, normally
with fixed expiration dates or termination clauses, at specified rates and for specific purposes. Substantially all of the
Company’s commitments to extend credit are contingent upon customers maintaining specific credit standards at the
time of loan funding. The Company minimizes its exposure to loss under these commitments by subjecting them to
credit approval and monitoring procedures. Management assesses the credit risk associated with certain
commitments to extend credit in determining the level of the allowance for credit losses. Since many of the
commitments are expected to expire without being fully drawn upon, the total commitment amounts disclosed above
do not necessarily represent future cash funding requirements.
At December 31, 2017, $225.2 million of commitments to extend credit and standby letters of credit have
fixed rates ranging from 1.6% to 21.0%.
118
The Company evaluates customer creditworthiness on a case-by-case basis. The amount of collateral obtained,
if considered necessary by the Company upon extension of credit, is based on management’s credit evaluation of the
customer.
Leases—The following table presents a summary of non-cancelable future operating lease commitments as of
December 31, 2017 (dollars in thousands):
2018
2019
2020
2021
2022
Thereafter
$
5,019
4,345
3,436
2,353
1,753
6,256
$ 23,162
It is expected that in the normal course of business, expiring leases will be renewed or replaced by leases on
other property or equipment.
Rent expense under all noncancelable operating lease obligations aggregated approximately $6.7 million for
the year ended December 31, 2017, $7.4 million for the year ended December 31, 2016 and $7.4 million for the year
ended December 31, 2015.
Litigation—The Company and the Bank are defendants, from time to time, in legal actions arising from
transactions conducted in the ordinary course of business. After consultations with legal counsel, the Company and
the Bank believe that the ultimate liability, if any, arising from such actions will not have a material adverse effect
on their financial statements.
16. OTHER COMPREHENSIVE (LOSS) INCOME
2017
For the Years Ended December 31,
2016
2015
Before
Tax
Amount
Tax
Benefit
Net of
Tax
Amount
Before
Tax
Amount
Tax
Benefit
Net of
Tax
Amount
Before
Tax
Amount
Tax
Benefit
Net of
Tax
Amount
(Dollars in thousands)
Other comprehensive loss:
Securities available for sale:
Change in unrealized
gain during period
Total securities
$(2,314) $ 790 $(1,524)
$ (967) $ 338 $ (629) $(2,599) $ 910 $(1,689)
available for sale (2,314)
790
(1,524)
(967)
338
(629) (2,599)
910
(1,689)
Total other comprehensive
loss
$(2,314) $ 790 $(1,524)
$ (967) $ 338 $ (629) $(2,599) $ 910 $(1,689)
119
Activity in accumulated other comprehensive income, net of tax, was as follows:
Balance at January 1, 2017
Other comprehensive loss
Balance at December 31, 2017
Balance at January 1, 2016
Other comprehensive loss
Balance at December 31, 2016
Balance at January 1, 2015
Other comprehensive loss
Balance at December 31, 2015
Securities
Available
for Sale
Accumulated
Other
Comprehensive
Income
(Dollars in thousands)
$
$
$
$
$
$
1,411 $
(1,524)
(113) $
2,040 $
(629)
1,411 $
3,729 $
(1,689)
2,040 $
1,411
(1,524)
(113)
2,040
(629)
1,411
3,729
(1,689)
2,040
17. REGULATORY MATTERS
The Company and the Bank are subject to various regulatory capital requirements administered by the federal
banking agencies. Any institution that fails to meet its minimum capital requirements is subject to actions by
regulators that could have a direct material effect on the Company’s financial statements. Under the capital
adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital
guidelines based on the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory
accounting practices. The Company’s and the Bank’s capital amounts and the Bank’s classification under the
regulatory framework for prompt corrective action are also subject to qualitative judgments by the regulators about
the components, risk weightings and other factors.
The Basel III Capital Rules adopted by the federal regulatory authorities in 2013 substantially revised the risk-
based capital requirements applicable to the Company and the Bank. The Basel III Capital Rules became effective
for the Company and the Bank on January 1, 2015, subject to a phase-in period for certain provisions. Among other
things, the Basel III Capital Rules introduced a new capital measure called “Common Equity Tier 1” (“CET1”),
which is a comparison of the sum of certain equity capital components to total risk-weighted assets, and revised the
risk-weighting approach of the capital ratios with a more risk-sensitive approach that expanded the risk-weighting
categories from the previous Basel I derived categories to a much larger and more risk-sensitive number of
categories, depending on the nature of the assets.
To meet the capital adequacy requirements, the Company and the Bank must maintain minimum capital
amounts and ratios of CET1, Tier 1 and Total capital to risk weighted assets, and of Tier 1 capital to adjusted
quarterly average assets as defined in the regulations. As of December 31, 2017, the Company and the Bank met all
capital adequacy requirements to which they were subject.
The Basel III Capital Rules require a “capital conservation buffer,” composed entirely of CET1, in addition to
the minimum risk-weighted asset capital ratios. The implementation of the capital conservation buffer began on
January 1, 2016 at the 0.625% level and is being phased in over a four-year period (increasing by that amount on
each subsequent January 1, until it reaches 2.5% on January 1, 2019). The required phase-in buffer during 2017 was
1.25%.
The CET1, Tier 1 and total capital ratios are calculated by dividing the respective capital amounts by risk
weighted assets. Risk weighted assets include total assets, excluding goodwill and other intangible assets, allocated
by risk weight category, and certain off-balance-sheet items. The leverage ratio is calculated by dividing Tier 1
capital by adjusted quarterly average total assets, excluding goodwill and other intangible assets.
120
As of December 31, 2017, the most recent notification from the FDIC categorized the Bank as “well
capitalized” under the regulatory framework for prompt corrective action. There have been no conditions or events
since that notification which management believes have changed the Bank’s category. To be categorized as well
capitalized the Bank must maintain minimum CET1 risk-based, Tier 1 risk-based, total risk-based and Tier 1
leverage ratios as set forth in the table below.
The following is a summary of the Company’s and the Bank’s capital ratios at December 31, 2017 and 2016:
Minimum
Required For
Capital Adequacy
Purposes
Minimum
Required Plus
Capital
Conservation
Buffer for 2017
To Be Categorized
As Well Capitalized
Under Prompt
Corrective Action
Provisions
Actual
Amount
Ratio
Amount
Ratio
Amount
Ratio
Amount
Ratio
(Dollars in thousands)
CONSOLIDATED:
As of December 31, 2017 (1)
CET1 Capital (to Risk Weighted Assets)
Tier 1 Capital (to Risk Weighted Assets)
Total Capital (to Risk Weighted Assets)
Tier 1 Capital (to Average Tangible Assets) 1,898,009 9.31%
$1,898,009 15.08% $ 566,568 4.50% $ 723,948 5.750%
912,805 7.250%
1,898,009 15.08%
1,982,051 15.74% 1,007,233 8.00% 1,164,613 9.250%
815,633 4.000%
755,424 6.00%
815,633 4.00%
As of December 31, 2016 (1)
$1,721,055 14.48% $ 534,852 4.50% $ 609,136 5.125%
CET1 Capital (to Risk Weighted Assets)
787,420 6.625%
1,721,055 14.48%
713,135 6.00%
Tier 1 Capital (to Risk Weighted Assets)
950,847 8.00% 1,025,132 8.625%
Total Capital (to Risk Weighted Assets)
1,806,382 15.20%
793,457 4.000%
793,457 4.00%
Tier 1 Capital (to Average Tangible Assets) 1,721,055 8.68%
BANK ONLY:
As of December 31, 2017 (1)
N/A N/A
N/A N/A
N/A N/A
N/A N/A
N/A N/A
N/A N/A
N/A N/A
N/A N/A
CET1 Capital (to Risk Weighted Assets)
Tier 1 Capital (to Risk Weighted Assets)
Total Capital (to Risk Weighted Assets)
Tier 1 Capital (to Average Tangible Assets) 1,884,811 9.25%
$1,884,811 14.98% $ 566,260 4.50% $ 723,554 5.750% $ 817,931 6.50%
1,884,811 14.98%
912,308 7.250% 1,006,684 8.00%
1,968,852 15.65% 1,006,684 8.00% 1,163,979 9.250% 1,258,355 10.00%
815,199 4.000% 1,018,999 5.00%
755,013 6.00%
815,199 4.00%
As of December 31, 2016 (1)
$1,704,620 14.35% $ 534,392 4.50% $ 608,613 5.125% $ 771,899 6.50%
CET1 Capital (to Risk Weighted Assets)
712,522 6.00%
1,704,620 14.35%
950,030 8.00%
786,743 6.625%
Tier 1 Capital to Risk Weighted Assets)
950,030 8.00% 1,024,251 8.625% 1,187,537 10.00%
Total Capital (to Risk Weighted Assets)
1,789,946 15.07%
991,257 5.00%
793,006 4.000%
793,006 4.00%
Tier 1 Capital (to Average Tangible Assets) 1,704,620 8.60%
(1) Calculated pursuant to the phase-in provisions of the Basel III Capital Rules.
Dividends paid by Bancshares and the Bank are subject to restrictions by certain regulatory agencies.
Dividends declared to be paid by Bancshares during the years ended December 31, 2017, 2016 and 2015 were $95.9
million, $86.2 million and $78.3 million, respectively. Dividends paid by the Bank to Bancshares during the years
ended December 31, 2017, 2016 and 2015 were $95.0 million, $141.5 million and $258.3 million, respectively.
121
18. PARENT COMPANY ONLY FINANCIAL STATEMENTS
PROSPERITY BANCSHARES, INC.
(Parent Company Only)
CONDENSED BALANCE SHEETS
ASSETS
Cash
Investment in subsidiary
Goodwill
Other assets
TOTAL
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
Accrued interest payable and other liabilities
Total liabilities
SHAREHOLDERS’ EQUITY:
Common stock
Capital surplus
Retained earnings
Unrealized (loss) gain on available for sale securities, net of tax benefit
Total shareholders’ equity
TOTAL
December 31,
2017
2016
(Dollars in thousands)
3,528 $
3,806,973
3,982
9,671
3,824,154 $
1,950
3,621,893
3,982
14,486
3,642,311
— $
—
—
—
69,491
2,035,219
1,719,557
(113)
3,824,154
3,824,154 $
69,491
2,028,129
1,543,280
1,411
3,642,311
3,642,311
$
$
$
$
122
PROSPERITY BANCSHARES, INC.
(Parent Company Only)
CONDENSED STATEMENTS OF INCOME
2017
For the Years Ended December 31,
2016
(Dollars in thousands)
2015
OPERATING INCOME:
Dividends from subsidiary
Other income
Total income
OPERATING EXPENSE:
Junior subordinated debentures interest expense
Stock based compensation expense (includes restricted stock)
Other expenses
Total operating expense
INCOME BEFORE INCOME TAX BENEFIT AND EQUITY IN
UNDISTRIBUTED EARNINGS OF SUBSIDIARIES
FEDERAL INCOME TAX (EXPENSE) BENEFIT
INCOME BEFORE EQUITY IN UNDISTRIBUTED
EARNINGS OF SUBSIDIARIES
EQUITY IN UNDISTRIBUTED EARNINGS OF
$
95,000 $
32
95,032
141,456 $
34
141,490
258,250
69
258,319
—
6,942
597
7,539
37
9,547
613
10,197
791
11,095
526
12,412
87,493
(1,932)
131,293
3,568
245,907
4,331
85,561
134,861
250,238
SUBSIDIARIES
NET INCOME
186,604
272,165 $
139,605
274,466 $
36,408
286,646
$
123
PROSPERITY BANCSHARES, INC.
(Parent Company Only)
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
2017
For the Years Ended December 31,
2016
(Dollars in thousands)
2015
$
272,165 $
274,466 $
286,646
(2,314)
(2,314)
790
(1,524)
270,641 $
(967)
(967)
338
(629)
273,837 $
(2,599)
(2,599)
910
(1,689)
284,957
Net income
Other comprehensive loss, before tax:
Securities available for sale:
Change in unrealized gain during period
Total other comprehensive loss
Deferred tax benefit related to other comprehensive loss
Other comprehensive loss, net of tax
Comprehensive income
$
124
PROSPERITY BANCSHARES, INC.
(Parent Company Only)
CONDENSED STATEMENTS OF CASH FLOWS
2017
For the Years Ended December 31,
2016
(Dollars in thousands)
2015
$
272,165 $
274,466 $
286,646
(186,604)
6,942
4,815
—
97,318
(139,605)
9,547
41
—
144,449
—
—
—
(39,006)
72
(38,934)
—
148
—
(95,888)
(95,740)
(7,217)
778
(51,057)
(86,226)
(143,722)
1,578
1,950
3,528 $
(38,207)
40,157
1,950 $
(36,408)
11,095
3,298
(309)
264,322
—
—
—
(167,531)
290
—
(78,258)
(245,499)
18,823
21,334
40,157
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
Adjustments to reconcile net income to net cash provided by
operating activities:
Equity in undistributed earnings of subsidiaries
Stock based compensation expense (includes restricted stock)
Decrease in other assets
Decrease in accrued interest payable and other liabilities
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisitions
Cash acquired from acquisitions
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Redemption of junior subordinated debentures
Proceeds from stock option exercises
Repurchase of common stock
Payments of cash dividends
Net cash used in financing activities
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
CASH AND CASH EQUIVALENTS, END OF PERIOD
$
125