Edgar Filing: CULLEN FROST BANKERS INC

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

Form 10-Q

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended: June 30, 2011

¨	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: 001-13221

Cullen/Frost Bankers, Inc.

(Exact name of registrant as specified in its charter)


Texas		74-1751768
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

100 W. Houston Street, San Antonio, Texas		78205
(Address of principal executive offices)		(Zip code)

(210) 220-4011

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 x No ¨

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

As of July 21, 2011, there were 61,245,244 shares of the registrant’s Common Stock, $.01 par value, outstanding.

Cullen/Frost Bankers, Inc.

Quarterly Report on Form 10-Q

June 30, 2011

Table of Contents


			Page
Part I - Financial Information

	Item 1.	Financial Statements (Unaudited)

		Consolidated Statements of Income		3

		Consolidated Balance Sheets		4

		Consolidated Statements of Changes in Shareholders’ Equity		5

		Consolidated Statements of Cash Flows		6

		Notes to Consolidated Financial Statements		7

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		36

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		60

	Item 4.	Controls and Procedures		61

Part II - Other Information

	Item 1.	Legal Proceedings		62

	Item 1A.	Risk Factors		62

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		62

	Item 3.	Defaults Upon Senior Securities		62

	Item 5.	Other Information		62

	Item 6.	Exhibits		62

Signatures				63

Part I. Financial Information

Item 1. Financial Statements (Unaudited)

Cullen/Frost Bankers, Inc.

Consolidated Statements of Income

(Dollars in thousands, except per share amounts)


	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Interest income:
Loans, including fees	$	99,811	$	102,512	$	198,299	$	205,024
Securities:
Taxable		31,668		31,482		62,853		60,557
Tax-exempt		23,169		20,310		45,902		40,019
Interest-bearing deposits		1,472		989		2,643		1,844
Federal funds sold and resell agreements		13		21		29		31

Total interest income		156,133		155,314		309,726		307,475
Interest expense:
Deposits		5,946		7,377		11,897		15,938
Federal funds purchased and repurchase agreements		83		116		214		174
Junior subordinated deferrable interest debentures		1,691		1,783		3,363		3,556
Other long-term borrowings		4,080		4,142		8,160		8,327

Total interest expense		11,800		13,418		23,634		27,995

Net interest income		144,333		141,896		286,092		279,480
Provision for loan losses		8,985		8,650		18,435		22,221

Net interest income after provision for loan losses		135,348		133,246		267,657		257,259

Non-interest income:
Trust fees		18,976		17,037		37,196		34,000
Service charges on deposit accounts		23,619		24,925		46,987		49,734
Insurance commissions and fees		7,908		7,512		18,402		18,650
Other charges, commissions and fees		8,478		8,029		17,237		14,948
Net gain (loss) on securities transactions		—		1		5		6
Other		11,811		12,428		23,298		23,987

Total non-interest income		70,792		69,932		143,125		141,325

Non-interest expense:
Salaries and wages		61,775		58,827		124,205		119,102
Employee benefits		13,050		12,675		28,361		27,196
Net occupancy		11,823		11,637		23,475		22,772
Furniture and equipment		12,628		11,662		24,909		23,151
Deposit insurance		2,598		5,429		7,358		10,872
Intangible amortization		1,107		1,299		2,227		2,632
Other		33,816		33,125		66,323		63,523

Total non-interest expense		136,797		134,654		276,858		269,248

Income before income taxes		69,343		68,524		133,924		129,336
Income taxes		13,657		15,624		26,310		28,618

Net income	$	55,686	$	52,900	$	107,614	$	100,718

Earnings per common share:
Basic	$	0.91	$	0.87	$	1.76	$	1.67
Diluted		0.91		0.87		1.75		1.66

See Notes to Consolidated Financial Statements.

Cullen/Frost Bankers, Inc.

Consolidated Balance Sheets

(Dollars in thousands, except per share amounts)


	June 30,			December 31,			June 30,
	2011			2010			2010
Assets:
Cash and due from banks	$	575,464		$	587,847		$	491,747
Interest-bearing deposits		2,836,046			2,171,828			2,145,003
Federal funds sold and resell agreements		9,051			61,302			12,063

Total cash and cash equivalents		3,420,561			2,820,977			2,648,813
Securities held to maturity, at amortized cost		349,997			283,629			252,995
Securities available for sale, at estimated fair value		5,432,354			5,157,470			4,753,608
Trading account securities		14,517			15,101			15,833
Loans, net of unearned discounts		8,068,212			8,117,020			8,065,679
Less: Allowance for loan losses		(122,741	)		(126,316	)		(125,442	)

Net loans		7,945,471			7,990,704			7,940,237
Premises and equipment, net		316,165			316,909			318,921
Goodwill		528,072			527,684			527,684
Other intangible assets, net		12,764			14,335			16,828
Cash surrender value of life insurance policies		131,883			129,922			127,579
Accrued interest receivable and other assets		326,602			360,361			457,381

Total assets	$	18,478,386		$	17,617,092		$	17,059,879

Liabilities:
Deposits:
Non-interest-bearing demand deposits	$	5,818,692		$	5,360,436		$	5,062,023
Interest-bearing deposits		9,285,439			9,118,906			8,890,137

Total deposits		15,104,131			14,479,342			13,952,160
Federal funds purchased and repurchase agreements		574,132			475,673			438,496
Junior subordinated deferrable interest debentures		123,712			123,712			136,084
Other long-term borrowings		250,036			250,045			250,054
Accrued interest payable and other liabilities		249,730			226,640			242,234

Total liabilities		16,301,741			15,555,412			15,019,028
Shareholders’ Equity:
Preferred stock, par value $0.01 per share; 10,000,000 shares authorized; none issued		—			—			—
Junior participating preferred stock, par value $0.01 per share; 250,000 shares authorized; none issued		—			—			—
Common stock, par value $0.01 per share; 210,000,000 shares authorized; 61,271,603 shares issued at June 30, 2011, 61,108,184 shares issued at December 31, 2010 and 60,656,360 shares issued at June 30, 2010		613			611			606
Additional paid-in capital		673,620			657,335			628,227
Retained earnings		1,301,279			1,249,484			1,196,254
Accumulated other comprehensive income, net of tax		202,589			154,250			215,764
Treasury stock, 26,359 shares at June 30, 2011, at cost		(1,456	)		—			—

Total shareholders’ equity		2,176,645			2,061,680			2,040,851


Total liabilities and shareholders’ equity	$	18,478,386		$	17,617,092		$	17,059,879

See Notes to Consolidated Financial Statements.

Cullen/Frost Bankers, Inc.

Consolidated Statements of Changes in Shareholders’ Equity

(Dollars in thousands, except per share amounts)


	Six Months Ended
	June 30,
	2011			2010
Total shareholders’ equity at beginning of period	$	2,061,680		$	1,894,424

Comprehensive income:
Net income		107,614			100,718
Other comprehensive income		48,339			61,559

Total comprehensive income		155,953			162,277
Stock option exercises/deferred stock unit conversions (144,203 shares in 2011 and 491,728 shares in 2010)		7,239			23,172
Stock compensation expense recognized in earnings		7,583			7,058
Tax benefits related to stock compensation		278			277
Purchase of treasury stock (29,823 shares in 2011 and 3,406 shares in 2010)		(1,657	)		(193	)
Treasury stock issued/sold to the 401(k) stock purchase plan (40,019 shares in 2010)		—			2,069
Common stock issued/sold to the 401(k) stock purchase plan (22,680 shares in 2011 and 89,743 shares in 2010)		1,360			4,977
Cash dividends ($0.91 per share in 2011 and $0.88 per share in 2010)		(55,791	)		(53,210	)


Total shareholders’ equity at end of period	$	2,176,645		$	2,040,851

See Notes to Consolidated Financial Statements.

Cullen/Frost Bankers, Inc.

Consolidated Statements of Cash Flows

(Dollars in thousands)


	Six Months Ended
	June 30,
	2011			2010
Operating Activities:
Net income	$	107,614		$	100,718
Adjustments to reconcile net income to net cash from operating activities:
Provision for loan losses		18,435			22,221
Deferred tax expense (benefit)		245			(1,406	)
Accretion of loan discounts		(5,773	)		(5,282	)
Securities premium amortization (discount accretion), net		4,905			4,174
Net gain on securities transactions		(5	)		(6	)
Depreciation and amortization		18,500			18,255
Net (gain) loss on sale of loans held for sale and other assets		2,303			3,221
Stock-based compensation		7,583			7,058
Net tax benefit (deficiency) from stock-based compensation		(89	)		(142	)
Excess tax benefits from stock-based compensation		(367	)		(419	)
Earnings on life insurance policies		(1,961	)		(2,174	)
Net change in:
Trading account securities		584			293
Student loans held for sale		—			24,029
Accrued interest receivable and other assets		31,745			(21,459	)
Accrued interest payable and other liabilities		(18,048	)		8,706

Net cash from operating activities		165,671			157,787

Investing Activities:
Securities held to maturity:
Purchases		(66,688	)		(247,148	)
Maturities, calls and principal repayments		301			353
Securities available for sale:
Purchases		(6,195,363	)		(10,397,173	)
Sales		5,548,386			9,997,994
Maturities, calls and principal repayments		458,171			593,434
Net change in loans		19,018			251,432
Net cash paid in acquisitions		(1,044	)		—
Proceeds from sales of premises and equipment		1,131			727
Purchases of premises and equipment		(12,272	)		(6,347	)
Proceeds from sales of repossessed properties		8,876			15,569

Net cash from investing activities		(239,484	)		208,841

Financing Activities:
Net change in deposits		624,789			638,850
Net change in short-term borrowings		98,459			(43,552	)
Principal payments on long-term borrowings		(9	)		(6,508	)
Proceeds from stock option exercises		7,239			23,172
Excess tax benefits from stock-based compensation		367			419
Purchase of treasury stock		(1,657	)		(193	)
Common stock/treasury stock sold to the 401(k) stock purchase plan		—			1,728
Cash dividends paid		(55,791	)		(53,210	)

Net cash from financing activities		673,397			560,706


Net change in cash and cash equivalents		599,584			927,334
Cash and equivalents at beginning of period		2,820,977			1,721,479


Cash and equivalents at end of period	$	3,420,561		$	2,648,813

See Notes to Consolidated Financial Statements.

Cullen/Frost Bankers, Inc.

Notes to Consolidated Financial Statements

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

Note 1 - Significant Accounting Policies

Nature of Operations. Cullen/Frost Bankers, Inc. (Cullen/Frost) is a financial holding company and a bank holding company headquartered in San Antonio, Texas that provides, through its subsidiaries, a broad array of products and services throughout numerous Texas markets. In addition to general commercial and consumer banking, other products and services offered include trust and investment management, investment banking, insurance, brokerage, leasing, asset-based lending, treasury management and item processing.

Basis of Presentation. The consolidated financial statements in this Quarterly Report on Form 10-Q include the accounts of Cullen/Frost and all other entities in which Cullen/Frost has a controlling financial interest (collectively referred to as the “Corporation”). All significant intercompany balances and transactions have been eliminated in consolidation. The accounting and financial reporting policies the Corporation follows conform, in all material respects, to accounting principles generally accepted in the United States and to general practices within the financial services industry.

The consolidated financial statements in this Quarterly Report on Form 10-Q have not been audited by an independent registered public accounting firm, but in the opinion of management, reflect all adjustments necessary for a fair presentation of the Corporation’s financial position and results of operations. All such adjustments were of a normal and recurring nature. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q adopted by the Securities and Exchange Commission (SEC). Accordingly, the financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the Corporation’s consolidated financial statements, and notes thereto, for the year ended December 31, 2010, included in the Corporation’s Annual Report on Form 10-K filed with the SEC on February 3, 2011 (the “2010 Form 10-K”). Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year or any future period.

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. The allowance for loan losses, the fair value of stock-based compensation awards, the fair values of financial instruments and the status of contingencies are particularly subject to change.

Cash Flow Reporting. Additional cash flow information was as follows:


	Six Months Ended June 30,
	2011		2010
Cash paid for interest	$	24,473	$	30,027
Cash paid for income tax		12,406		27,979

Significant non-cash transactions:
Loans foreclosed and transferred to other real estate owned and foreclosed assets		13,553		10,793
Loans to facilitate the sale of other real estate owned		—		785
Common stock/treasury stock issued to the Corporation’s 401(k) stock purchase plan		1,360		5,318

Reclassifications. Certain items in prior financial statements have been reclassified to conform to the current presentation.

Note 2 - Securities

A summary of the amortized cost and estimated fair value of securities, excluding trading securities, is presented below.


	June 30, 2011								December 31, 2010
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Held to Maturity
U. S. Treasury	$	247,606	$	19,581	$	—	$	267,187	$	247,421	$	13,517	$	—	$	260,938
Residential mortgage-backed securities		4,103		165		—		4,268		4,405		136		—		4,541
States and political subdivisions		97,288		1,577		345		98,520		30,803		—		1,054		29,749
Other		1,000		—		—		1,000		1,000		—		—		1,000

Total	$	349,997	$	21,323	$	345	$	370,975	$	283,629	$	13,653	$	1,054	$	296,228

Available for Sale:
U. S. Treasury	$	773,274	$	21,011	$	—	$	794,285	$	973,033	$	13,998	$	—	$	987,031
Residential mortgage-backed securities		2,356,226		128,439		2		2,484,663		1,989,299		103,018		987		2,091,330
States and political subdivisions		2,026,204		91,776		2,554		2,115,426		2,008,618		53,358		21,676		2,040,300
Other		37,980		—		—		37,980		38,809		—		—		38,809

Total	$	5,193,684	$	241,226	$	2,556	$	5,432,354	$	5,009,759	$	170,374	$	22,663	$	5,157,470

All mortgage-backed securities included in the above table were issued by U.S. government agencies and corporations. Securities with limited marketability, such as stock in the Federal Reserve Bank and the Federal Home Loan Bank, are carried at cost and are reported as other available for sale securities in the above table. The carrying value of securities pledged to secure public funds, trust deposits, repurchase agreements and for other purposes, as required or permitted by law was $2.1 billion and $2.3 billion at June 30, 2011 and December 31, 2010.

As of June 30, 2011, securities, with unrealized losses segregated by length of impairment, were as follows:


	Less than 12 Months				More than 12 Months				Total
	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
Held to Maturity
States and political subdivisions	$	23,446	$	345	$	—	$	—	$	23,446	$	345

Total	$	23,446	$	345	$	—	$	—	$	23,446	$	345

Available for Sale
Residential mortgage-backed securities	$	352	$	2	$	—	$	—	$	352	$	2
States and political subdivisions		271,806		2,527		667		27		272,473		2,554

Total	$	272,158	$	2,529	$	667	$	27	$	272,825	$	2,556

Declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses to the extent the impairment is related to credit losses. The amount of the impairment related to other factors is recognized in other comprehensive income. In estimating other-than-temporary impairment losses, management considers, among other things, (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, and (iii) the intent and ability of the Corporation to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in cost.

Management has the ability and intent to hold the securities classified as held to maturity in the table above until they mature, at which time the Corporation will receive full value for the securities. Furthermore, as of June 30, 2011, management does not have the intent to sell any of the securities classified as available for sale in the table above and believes that it is more likely than not that the Corporation will not have to sell any such securities before a recovery of cost. Any 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 bonds 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 June 30, 2011, management believes the impairments detailed in the table above are temporary and no impairment loss has been realized in the Corporation’s consolidated income statement.

The amortized cost and estimated fair value of securities, excluding trading securities, at June 30, 2011 are presented below by contractual maturity. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Residential mortgage-backed securities and equity securities are shown separately since they are not due at a single maturity date.


	Held to Maturity				Available for Sale
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Due in one year or less	$	—	$	—	$	44,715	$	45,289
Due after one year through five years		1,000		1,000		829,948		854,447
Due after five years through ten years		250,953		270,674		172,958		182,651
Due after ten years		93,941		95,033		1,751,857		1,827,324
Residential mortgage-backed securities		4,103		4,268		2,356,226		2,484,663
Equity securities		—		—		37,980		37,980

Total	$	349,997	$	370,975	$	5,193,684	$	5,432,354

Sales of securities available for sale were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Proceeds from sales	$	845	$	2,999,251	$	5,548,386	$	9,997,994
Gross realized gains		—		1		9		8
Gross realized losses		—		—		4		2

Trading account securities, at estimated fair value, were as follows:


	June 30,		December 31,
	2011		2010
U.S. Treasury	$	14,517	$	14,986
States and political subdivisions		—		115

Total	$	14,517	$	15,101

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Net gain on sales transactions	$	161	$	398	$	469	$	880
Net mark-to-market gains		7		71		7		123

Net gain on trading account securities	$	168	$	469	$	476	$	1,003

Note 3 - Loans

Loans were as follows:


	June 30,			Percentage			December 31,			Percentage			June 30,			Percentage
	2011			of Total			2010			of Total			2010			of Total
Commercial and industrial:
Commercial	$	3,510,738			43.5	%	$	3,479,349			42.9	%	$	3,368,349			41.8	%
Leases		184,991			2.3			186,443			2.3			193,107			2.4
Asset-based		146,421			1.8			122,866			1.5			128,616			1.6

Total commercial and industrial		3,842,150			47.6			3,788,658			46.7			3,690,072			45.8
Commercial real estate:
Commercial mortgages		2,403,350			29.8			2,374,542			29.3			2,377,162			29.5
Construction		533,132			6.6			593,273			7.3			585,668			7.3
Land		220,617			2.7			234,952			2.9			231,768			2.9

Total commercial real estate		3,157,099			39.1			3,202,767			39.5			3,194,598			39.7
Consumer real estate:
Home equity loans		276,869			3.4			275,806			3.4			274,129			3.4
Home equity lines of credit		189,356			2.4			186,465			2.3			175,753			2.1
1-4 family residential mortgages		49,849			0.6			57,877			0.7			63,220			0.8
Construction		17,952			0.2			23,565			0.3			28,175			0.3
Other		239,043			3.0			254,551			3.1			270,677			3.4

Total consumer real estate		773,069			9.6			798,264			9.8			811,954			10.0

Total real estate		3,930,168			48.7			4,001,031			49.3			4,006,552			49.7
Consumer and other:
Consumer installment		298,327			3.7			319,384			3.9			340,719			4.2
Other		15,978			0.2			28,234			0.4			50,411			0.6

Total consumer and other		314,305			3.9			347,618			4.3			391,130			4.8
Unearned discounts		(18,411	)		(0.2	)		(20,287	)		(0.3	)		(22,075	)		(0.3	)

Total loans	$	8,068,212			100.0	%	$	8,117,020			100.0	%	$	8,065,679			100.0	%

Loan Origination/Risk Management. The Corporation 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.

Commercial and industrial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably and prudently expand its business. Underwriting standards are designed to promote relationship banking rather than transactional banking. Once it is determined that the borrower’s management possesses sound ethics and solid business acumen, the Corporation’s management examines current and projected cash flows to determine the ability of the borrower to repay their obligations as agreed. Commercial and industrial loans are primarily made based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial and industrial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee; however, some short-term loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.

Commercial real estate loans are subject to underwriting standards and processes similar to commercial and industrial loans, in addition to those of real estate loans. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. The properties securing the Corporation’s commercial real estate portfolio are diverse in terms of type and geographic location. This diversity helps reduce the Corporation’s exposure to adverse economic events that affect any single market or industry. Management monitors and evaluates commercial real estate loans based on collateral, geography and risk grade criteria. As a general rule, the Corporation avoids financing single-purpose

projects unless other underwriting factors are present to help mitigate risk. The Corporation also utilizes third-party experts to provide insight and guidance about economic conditions and trends affecting market areas it serves. In addition, management tracks the level of owner-occupied commercial real estate loans versus non-owner occupied loans. At June 30, 2011, approximately 61% of the outstanding principal balance of the Corporation’s commercial real estate loans were secured by owner-occupied properties.

With respect to loans to developers and builders that are secured by non-owner occupied properties that the Corporation may originate from time to time, the Corporation generally requires the borrower to have had an existing relationship with the Corporation and have a proven record of success. Construction loans are underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity analysis of absorption and lease rates and financial analysis of the developers and property owners. Construction loans are generally based upon estimates of costs and value associated with the complete project. These estimates may be inaccurate. Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property or an interim loan commitment from the Corporation until permanent financing is obtained. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic conditions and the availability of long-term financing.

The Corporation originates consumer loans utilizing a computer-based credit scoring analysis to supplement the underwriting process. To monitor and manage consumer loan risk, policies and procedures are developed and modified, as needed, jointly by line and staff personnel. This activity, coupled with relatively small loan amounts that are spread across many individual borrowers, minimizes risk. Additionally, trend and outlook reports are reviewed by management on a regular basis. Underwriting standards for home equity loans are heavily influenced by statutory requirements, which include, but are not limited to, a maximum loan-to-value percentage of 80%, collection remedies, the number of such loans a borrower can have at one time and documentation requirements.

The Corporation 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 Corporation’s policies and procedures.

Concentrations of Credit. Most of the Corporation’s lending activity occurs within the State of Texas, including the four largest metropolitan areas of Austin, Dallas/Ft. Worth, Houston and San Antonio, as well as other markets. The majority of the Corporation’s loan portfolio consists of commercial and industrial and commercial real estate loans. As of June 30, 2011, there were no concentrations of loans related to any single industry in excess of 10% of total loans.

Student Loans Held for Sale. Prior to the second quarter of 2008, the Corporation originated student loans primarily for sale in the secondary market. These loans were generally sold on a non-recourse basis and were carried at the lower of cost or market on an aggregate basis. During the second quarter of 2008, the Corporation elected to discontinue the origination of student loans for resale, aside from previously outstanding commitments. All remaining student loans were sold during the second quarter of 2010.

Foreign Loans. The Corporation 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 were not significant at June 30, 2011 or December 31, 2010.

Non-Accrual and Past Due Loans. Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on non-accrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. In determining whether or not a borrower may be unable to meet payment obligations for each class of loans, the Corporation considers the borrower’s debt service capacity through the analysis of current financial information, if available, and/or current information with regards to the Corporation’s collateral position. Regulatory provisions would typically require the placement of a loan on non-accrual status if (i) principal or interest has been in default for a period of 90 days or more unless the loan is both well secured and in the process of collection, or (ii) full payment of principal and interest is not expected. Loans may be placed on non-accrual status regardless of whether or not such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income on non-accrual loans is recognized only to the extent that cash payments are received in excess of principal due. A loan may be returned to accrual status when all the principal and interest amounts contractually due are brought current and future principal and interest amounts contractually due are reasonably assured, which is typically evidenced by a sustained period (at least six months) of repayment performance by the borrower.

Non-accrual loans, segregated by class of loans, were as follows:


	June 30,		December 31,		June 30,
	2011		2010		2010
Commercial and industrial:
Energy	$	—	$	—	$	1,430
Other commercial		73,686		60,408		58,072
Commercial real estate:
Buildings, land and other		49,787		64,213		63,577
Construction		2,942		9,299		7,821
Consumer real estate		3,683		2,758		3,005
Consumer and other		430		462		619

Total	$	130,528	$	137,140	$	134,524

Had non-accrual loans performed in accordance with their original contract terms, the Corporation would have recognized additional interest income, net of tax, of approximately $861 thousand and $1.7 million for the three and six months ended June 30, 2011, compared to $964 thousand and $2.0 million for the same periods in 2010.

An age analysis of past due loans (including both accruing and non-accruing loans), segregated by class of loans, as of June 30, 2011 was as follows:


	Loans 30-89 Days Past Due		Loans 90 or More Days Past Due		Total Past Due Loans		Current Loans			Total Loans			Accruing Loans 90 or More Days Past Due
Commercial and industrial:
Energy	$	133	$	—	$	133	$	802,199		$	802,332		$	—
Other commercial		25,173		40,229		65,402		2,974,416			3,039,818			5,548
Commercial real estate:
Buildings, land and other		26,089		25,826		51,915		2,572,052			2,623,967			2,688
Construction		2,581		3,431		6,012		527,120			533,132			1,511
Consumer real estate		6,523		5,481		12,004		761,065			773,069			3,173
Consumer and other		1,868		217		2,085		312,220			314,305			72
Unearned discounts		—		—		—		(18,411	)		(18,411	)		—

Total	$	62,367	$	75,184	$	137,551	$	7,930,661		$	8,068,212		$	12,992

Impaired Loans. Loans are considered impaired when, based on current information and events, it is probable the Corporation 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.

Regulatory guidelines require the Corporation to reevaluate the fair value of collateral supporting impaired collateral dependent loans on at least an annual basis. While the Corporation’s policy is to comply with the regulatory guidelines, the Corporation’s general practice is to reevaluate the fair value of collateral supporting impaired collateral dependent loans on a quarterly basis. Thus, appraisals are never considered to be outdated, and the Corporation does not need to make any adjustments to the appraised values. The fair value of collateral supporting impaired collateral dependent loans is evaluated by the Corporation’s internal appraisal services using a methodology that is consistent with the Uniform Standards of Professional Appraisal Practice. The fair value of collateral supporting impaired collateral dependent construction loans is based on an “as is” valuation.

Impaired loans are set forth in the following table. No interest income was recognized on impaired loans subsequent to their classification as impaired.


	Unpaid		Recorded		Recorded						Average Recorded
	Contractual		Investment		Investment		Total				Investment
	Principal		With No		With		Recorded		Related		Quarter		Year
	Balance		Allowance		Allowance		Investment		Allowance		To Date		To Date
June 30, 2011
Commercial and industrial:
Energy	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Other commercial		82,311		48,401		20,021		68,422		16,983		60,705		58,950
Commercial real estate:
Buildings, land and other		57,117		40,937		5,854		46,791		1,316		49,164		53,377
Construction		3,181		2,756		—		2,756		—		4,672		6,214
Consumer real estate		1,956		1,540		416		1,956		100		1,871		1,420
Consumer and other		102		101		—		101		—		101		67

Total	$	144,667	$	93,735	$	26,291	$	120,026	$	18,399	$	116,513	$	120,028

December 31, 2010
Commercial and industrial:
Energy	$	—	$	—	$	—	$	—	$	—	$	—	$	1,012
Other commercial		73,518		40,901		14,541		55,442		9,137		57,563		61,076
Commercial real estate:
Buildings, land and other		72,099		50,551		11,254		61,805		4,076		62,231		59,179
Construction		9,834		8,553		747		9,300		300		9,715		8,132
Consumer real estate		517		517		—		517		—		655		960
Consumer and other		—		—		—		—		—		79		393

Total	$	155,968	$	100,522	$	26,542	$	127,064	$	13,513	$	130,242	$	130,752

June 30, 2010
Commercial and industrial:
Energy	$	1,500	$	—	$	1,430	$	1,430	$	750	$	1,997	$	1,686
Other commercial		65,060		18,148		34,314		52,462		15,336		58,238		63,418
Commercial real estate:
Buildings, land and other		72,100		37,902		24,033		61,935		3,644		59,467		57,145
Construction		8,017		6,005		1,675		7,680		631		7,307		7,076
Consumer real estate		976		976		—		976		—		1,118		1,164
Consumer and other		270		270		—		270		—		763		603

Total	$	147,923	$	63,301	$	61,452	$	124,753	$	20,361	$	128,890	$	131,092

Credit Quality Indicators. As part of the on-going monitoring of the credit quality of the Corporation’s loan portfolio, management tracks certain credit quality indicators including trends related to (i) the weighted-average risk grade of commercial loans, (ii) the level of classified commercial loans, (iii) the delinquency status of consumer loans (see details above) (iv) net charge-offs, (v) non-performing loans (see details above) and (vi) the general economic conditions in the State of Texas.

The Corporation utilizes a risk grading matrix to assign a risk grade to each of its commercial loans. Loans are graded on a scale of 1 to 14. A description of the general characteristics of the 14 risk grades is as follows:

•

Grades 1, 2 and 3 - These grades include loans to very high credit quality borrowers of investment or near investment grade. These borrowers are generally publicly traded (grades 1 and 2), have significant capital strength, moderate leverage, stable earnings and growth, and readily available financing alternatives. Smaller entities, regardless of strength, would generally not fit in these grades.

•

Grades 4 and 5 - These grades include loans to borrowers of solid credit quality with moderate risk. Borrowers in these grades are differentiated from higher grades on the basis of size (capital and/or revenue), leverage, asset quality and the stability of the industry or market area.

•

Grades 6, 7 and 8 - These grades include “pass grade” loans to borrowers of acceptable credit quality and risk. Such borrowers are differentiated from Grades 4 and 5 in terms of size, secondary sources of repayment or they are of lesser stature in other key credit metrics in that they may be over-leveraged, under capitalized, inconsistent in performance or in an industry or an economic area that is known to have a higher level of risk, volatility, or susceptibility to weaknesses in the economy.

•

Grade 9 - This grade includes loans on management’s “watch list” and is intended to be utilized on a temporary basis for pass grade borrowers where a significant risk-modifying action is anticipated in the near term.

•

Grade 10 - This grade is for “Other Assets Especially Mentioned” in accordance with regulatory guidelines. This grade is intended to be temporary and includes loans to borrowers whose credit quality has clearly deteriorated and are at risk of further decline unless active measures are taken to correct the situation.

•

Grade 11 - This grade includes “Substandard” loans, in accordance with regulatory guidelines, for which the accrual of interest has not been stopped. By definition under regulatory guidelines, a “Substandard” loan has defined weaknesses which make payment default or principal exposure likely, but not yet certain. Such loans are apt to be dependent upon collateral liquidation, a secondary source of repayment or an event outside of the normal course of business.

•

Grade 12 - This grade includes “Substandard” loans, in accordance with regulatory guidelines, for which the accrual of interest has been stopped. This grade includes loans where interest is more than 120 days past due and not fully secured and loans where a specific valuation allowance may be necessary, but generally does not exceed 30% of the principal balance.

•

Grade 13 - This grade includes “Doubtful” loans in accordance with regulatory guidelines. Such loans are placed on non-accrual status and may be dependent upon collateral having a value that is difficult to determine or upon some near-term event which lacks certainty. Additionally, these loans generally have a specific valuation allowance in excess of 30% of the principal balance.

•

Grade 14 - This grade includes “Loss” loans in accordance with regulatory guidelines. Such loans are to be charged-off or charged-down when payment is acknowledged to be uncertain or when the timing or value of payments cannot be determined. “Loss” is not intended to imply that the loan or some portion of it will never be paid, nor does it in any way imply that there has been a forgiveness of debt.

In monitoring credit quality trends in the context of assessing the appropriate level of the allowance for loan losses, the Corporation monitors portfolio credit quality by the weighted-average risk grade of each class of commercial loan. Individual relationship managers review updated financial information for all pass grade loans to recalculate the risk grade on at least an annual basis. When a loan has a calculated risk grade of 9, it is still considered a pass grade loan; however, it is considered to be on management’s “watch list,” where a significant risk-modifying action is anticipated in the near term. When a loan has a calculated risk grade of 10 or higher, a special assets officer monitors the loan on an on-going basis. The following table presents weighted average risk grades for all loans by class of commercial loan.


	June 30, 2011				December 31, 2010				June 30, 2010
	Weighted				Weighted				Weighted
	Average				Average				Average
	Risk Grade		Loans		Risk Grade		Loans		Risk Grade		Loans
Commercial and industrial:
Energy
Risk grades 1-8		5.36	$	800,855		5.27	$	786,664		5.16	$	689,847
Risk grade 9		9.00		1,477		9.00		20,224		9.00		56,173
Risk grade 10		10.00		—		10.00		—		10.00		—
Risk grade 11		11.00		—		11.00		—		11.00		—
Risk grade 12		12.00		—		12.00		—		12.00		1,430
Risk grade 13		13.00		—		13.00		—		13.00		—

Total energy		5.37	$	802,332		5.36	$	806,888		5.46	$	747,450

Other commercial
Risk grades 1-8		6.17	$	2,648,041		6.16	$	2,572,011		6.24	$	2,458,563
Risk grade 9		9.00		146,112		9.00		95,278		9.00		129,347
Risk grade 10		10.00		51,458		10.00		116,158		10.00		117,557
Risk grade 11		11.00		119,946		11.00		137,923		11.00		181,195
Risk grade 12		12.00		52,428		12.00		48,216		12.00		37,499
Risk grade 13		13.00		21,833		13.00		12,184		13.00		18,461

Total other commercial		6.71	$	3,039,818		6.75	$	2,981,770		6.92	$	2,942,622

Commercial real estate:
Buildings, land and other
Risk grades 1-8		6.68	$	2,282,540		6.71	$	2,189,602		6.74	$	2,185,007
Risk grade 9		9.00		113,400		9.00		137,314		9.00		106,194
Risk grade 10		10.00		73,031		10.00		91,962		10.00		130,670
Risk grade 11		11.00		105,209		11.00		126,403		11.00		111,954
Risk grade 12		12.00		47,484		12.00		54,366		12.00		66,774
Risk grade 13		13.00		2,303		13.00		9,847		13.00		8,331

Total commercial real estate		7.15	$	2,623,967		7.29	$	2,609,494		7.34	$	2,608,930

Construction
Risk grades 1-8		7.04	$	455,036		7.10	$	485,455		7.17	$	486,339
Risk grade 9		9.00		26,637		9.00		52,817		9.00		32,454
Risk grade 10		10.00		34,332		10.00		32,055		10.00		28,892
Risk grade 11		11.00		14,185		11.00		13,646		11.00		30,161
Risk grade 12		12.00		2,942		12.00		9,300		12.00		7,568
Risk grade 13		13.00		—		13.00		—		13.00		254

Total construction		7.46	$	533,132		7.59	$	593,273		7.67	$	585,668

The Corporation has established maximum loan to value standards to be applied during the origination process of commercial and consumer real estate loans. The Corporation does not subsequently monitor loan-to-value ratios (either individually or on a weighted-average basis) for loans that are subsequently considered to be of a pass grade (grades 9 or better) and/or current with respect to principal and interest payments. As stated above, when an individual commercial real estate loan has a calculated risk grade of 10 or higher, a special assets officer analyzes the loan to determine whether the loan is impaired. At that time, the Corporation reassesses the loan to value position in the loan. If the loan is determined to be collateral dependent, specific allocations of the allowance for loan losses are made for the amount of any collateral deficiency. If a collateral deficiency is ultimately deemed to be uncollectible, the amount is charged-off. These loans and related assessments of collateral position are monitored on an individual, case-by-case basis. The Corporation does not monitor loan-to-value ratios on a weighted-average basis for commercial real estate loans having a calculated risk grade of 10 or higher. Nonetheless, there were four commercial real estate loans having a calculated risk grade of 10 or

higher in excess of $5 million as of June 30, 2011. Three of the loans totaled $26.3 million and had a weighted-average loan-to-value ratio of 47.1%. The fourth loan, totaling $6.1 million, is structured as a borrowing base facility secured by numerous rotating lots and single family residences that generally have a loan-to-value of 80% or less. When an individual consumer real estate loan becomes past due by more than 10 days, the assigned relationship manager will begin collection efforts. The Corporation only reassesses the loan to value position in a consumer real estate loan if, during the course of the collections process, it is determined that the loan has become collateral dependent, and any collateral deficiency is recognized as a charge-off to the allowance for loan losses. Accordingly, the Corporation does not monitor loan-to-value ratios on a weighted-average basis for collateral dependent consumer real estate loans.

Generally, a commercial loan, or a portion thereof, is charged-off immediately when it is determined, through the analysis of any available current financial information with regards to the borrower, that the borrower is incapable of servicing unsecured debt, there is little or no prospect for near term improvement and no realistic strengthening action of significance is pending or, in the case of secured debt, when it is determined, through analysis of current information with regards to the Corporation’s collateral position, that amounts due from the borrower are in excess of the calculated current fair value of the collateral. Notwithstanding the foregoing, generally, commercial loans that become past due 180 cumulative days are classified as a loss and charged-off. Generally, a consumer loan, or a portion thereof, is charged-off in accordance with regulatory guidelines which provide that such loans be charged-off when the Corporation becomes aware of the loss, such as from a triggering event that may include new information about a borrower’s intent/ability to repay the loan, bankruptcy, fraud or death, among other things, but in no case should the charge-off exceed specified delinquency timeframes. Such delinquency timeframes state that closed-end retail loans (loans with pre-defined maturity dates, such as real estate mortgages, home equity loans and consumer installment loans) that become past due 120 cumulative days and open-end retail loans (loans that roll-over at the end of each term, such as home equity lines of credit) that become past due 180 cumulative days should be classified as a loss and charged-off.

Net (charge-offs)/recoveries, segregated by class of loans, were as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Commercial and industrial:
Energy	$	2		$	—		$	4		$	—
Other commercial		(4,720	)		(5,606	)		(11,552	)		(14,239	)
Commercial real estate:
Buildings, land and other		(4,362	)		(612	)		(7,527	)		(3,892	)
Construction		(196	)		(456	)		(352	)		(542	)
Consumer real estate		(362	)		(583	)		(892	)		(946	)
Consumer and other		(927	)		(1,320	)		(1,691	)		(2,469	)

Total	$	(10,565	)	$	(8,577	)	$	(22,010	)	$	(22,088	)

In assessing the general economic conditions in the State of Texas, management monitors and tracks the Texas Leading Index (“TLI”), which is produced by the Federal Reserve Bank of Dallas. The TLI is a single summary statistic that is designed to signal the likelihood of the Texas economy’s transition from expansion to recession and vice versa. Management believes this index provides a reliable indication of the direction of overall credit quality. The TLI is a composite of the following eight leading indicators: (i) Texas Value of the Dollar, (ii) U.S. Leading Index, (iii) real oil prices (iv) well permits, (v) initial claims for unemployment insurance, (vi) Texas Stock Index, (vii) Help-Wanted Index and (viii) average weekly hours worked in manufacturing. The TLI totaled 122.8 at May 31, 2011 (most recent date available), 118.2 at December 31, 2010 and 113.5 at June 30, 2010. A higher TLI value implies more favorable economic conditions.

Allowance for Loan Losses. The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management’s best estimate of probable losses that have been incurred within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. The Corporation’s allowance for loan loss methodology follows the accounting guidance set forth in U.S. generally accepted accounting principles and the Interagency Policy Statement on the Allowance for Loan and Lease Losses, which was jointly issued by the Corporation’s regulatory agencies. In that regard, the Corporation’s allowance for loan losses includes allowance allocations calculated in accordance with ASC Topic 310, “Receivables” and allowance allocations calculated in accordance with ASC Topic 450, “Contingencies.” Accordingly, the methodology is based on historical loss experience by type of credit and internal risk grade, specific homogeneous risk pools and specific loss allocations, with adjustments for current events and conditions. The Corporation’s process for determining the appropriate level of the allowance for loan losses is designed to account for credit deterioration as it occurs. The provision for loan losses reflects loan quality trends, including the levels of and trends related to non-accrual loans, past due loans, potential problem loans, criticized loans and net charge-offs or recoveries, among other factors. The provision for loan losses also reflects the totality of actions taken on all loans for a particular period. In other words, the amount of the provision reflects not only the necessary increases in the allowance for loan losses related to newly identified criticized loans, but it also reflects actions taken related to other loans including, among other things, any necessary increases or decreases in required allowances for specific loans or loan pools.

The level of the allowance reflects management’s continuing evaluation of industry concentrations, specific credit risks, loan loss and recovery experience, current loan portfolio quality, present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management’s judgment, should be charged off. While management utilizes its best judgment and information available, the ultimate determination of the appropriate level of the allowance is dependent upon a variety of factors beyond the Corporation’s control, including, among other things, the performance of the Corporation’s loan portfolio, the economy, changes in interest rates and the view of the regulatory authorities toward loan classifications. The Corporation monitors whether or not the allowance for loan loss allocation model, as a whole, calculates an appropriate level of allowance for loan losses that moves in direct correlation to the general macroeconomic and loan portfolio conditions the Corporation experiences over time.

The Corporation’s allowance for loan losses consists of three elements: (i) specific valuation allowances determined in accordance with ASC Topic 310 based on probable losses on specific loans; (ii) historical valuation allowances determined in accordance with ASC Topic 450 based on historical loan loss experience for similar loans with similar characteristics and trends, adjusted, as necessary, to reflect the impact of current conditions; and (iii) general valuation allowances determined in accordance with ASC Topic 450 based on general economic conditions and other risk factors both internal and external to the Corporation.

The allowances established for probable losses on specific loans are based on a regular analysis and evaluation of problem loans. Loans are classified based on an internal credit risk grading process that evaluates, among other things: (i) the obligor’s ability to repay; (ii) the underlying collateral, if any; and (iii) the economic environment and industry in which the borrower operates. This analysis is performed at the relationship manager level for all commercial loans. When a loan has a calculated grade of 10 or higher, a special assets officer analyzes the loan to determine whether the loan is impaired and, if impaired, the need to specifically allocate a portion of the allowance for loan losses to the loan. Specific valuation allowances are determined by analyzing the borrower’s ability to repay amounts owed, collateral deficiencies, the relative risk grade of the loan and economic conditions affecting the borrower’s industry, among other things.

Historical valuation allowances are calculated based on the historical gross loss experience of specific types of loans and the internal risk grade of such loans at the time they were charged-off. The Corporation calculates historical gross loss ratios for pools of similar loans with similar characteristics based on the proportion of actual charge-offs experienced to the total population of loans in the pool. The historical gross loss ratios are periodically updated based on actual charge-off experience. A historical valuation allowance is established for each pool of similar loans based upon the product of the historical gross loss ratio and the total dollar amount of the loans in the pool. The Corporation’s pools of similar loans include similarly risk-graded groups of commercial and industrial loans, commercial real estate loans, consumer real estate loans and consumer and other loans.

The components of the general valuation allowance include (i) the additional reserves allocated to specific loan portfolio segments as a result of applying an environmental risk adjustment factor to the base historical loss allocation and (ii) the additional reserves that are not allocated to specific loan portfolio segments including allocations for groups of similar loans with risk characteristics that exceed certain concentration limits established by management.

The environmental adjustment factor is based upon a more qualitative analysis of risk and is calculated through a survey of senior officers who are involved in credit making decisions at a corporate-wide and/or regional level. On a quarterly basis, survey participants rate the degree of various risks utilizing a numeric scale that translates to varying grades of high, moderate or low levels of risk. The results are then input into a risk-weighting matrix to determine an appropriate environmental risk adjustment factor. The various risks that may be considered in the determination of the environmental adjustment factor include, among other things, (i) the experience, ability and effectiveness of the bank’s lending management and staff; (ii) the effectiveness of the Corporation’s loan policies, procedures and internal controls; (iii) changes in asset quality; (iv) the impact of legislative and governmental influences affecting industry sectors; (v) the effectiveness of the internal loan review function; (vi) the impact of competition on loan structuring and pricing; and (vii) the impact of rising interest rates on portfolio risk. In periods where the surveyed risks are perceived to be higher, the risk-weighting matrix will generally result in a higher environmental adjustment factor, which, in turn will result in higher levels of general valuation allowance allocations. The opposite holds true in periods where the surveyed risks are perceived to be lower. The environmental adjustment factor resulted in additional general valuation allowance allocations to the various loan portfolio segments totaling $12.8 million at June 30, 2011, $9.5 million at December 31, 2010 and $10.2 million at June 30, 2010.

Certain general valuation allowances are not allocated to specific loan portfolio segments and are reported as the unallocated portion of the allowance for loan losses. Included in these general valuation allowances are allocations for groups of similar loans with risk characteristics that exceed certain concentration limits established by management. Concentration risk limits have been established, among other things, for certain industry concentrations, large balance and highly leveraged credit relationships that exceed specified risk grades, and loans originated with policy, credit and/or collateral exceptions that exceed specified risk grades. In addition, during the first quarter of 2011, the Corporation further refined its methodology for the determination of general valuation allowances to also (i) provide additional allocations for loans that did not undergo a separate, independent concurrence review during the underwriting process (generally those loans under $1.0 million at origination), (ii) reduce the minimum balance/commitment threshold for which allocations are made for highly leveraged

credit relationships that exceed specified risk grades, (iii) lower the maximum risk grade thresholds for highly leveraged credit relationships, and (iv) include a reduction factor for recoveries of prior charge-offs to compensate for the fact that historical loss allocations are based upon gross charge-offs rather than net. The net effect of these changes to the Corporation’s methodology for the determination of general valuation allowances did not significantly impact the provision for loan losses recorded during the six months ended June 30, 2011.

The following table presents details of the unallocated portion of the allowance for loan losses.


	June 30,			December 31,		June 30,
	2011			2010		2010
Excessive industry concentrations	$	2,054		$	1,720	$	1,940
Large relationship concentrations		2,170			2,127		1,557
Highly-leveraged credit relationships		3,249			—		—
Policy exceptions		2,180			2,414		2,635
Credit and collateral exceptions		1,800			557		953
Loans not reviewed by concurrence		9,196			—		—
Adjustment for recoveries		(11,393	)		—		—
General macroeconomic risk		19,724			17,978		605

	$	28,980		$	24,796	$	7,690

The Corporation monitors whether or not the allowance for loan loss allocation model, as a whole, calculates an appropriate level of allowance for loan losses that moves in direct correlation to the general macroeconomic and loan portfolio conditions the Corporation experiences over time. In assessing the general macroeconomic trends/conditions, the Corporation analyzes trends in the components of the TLI, as well as any available information related to regional, national and international economic conditions and events and the impact such conditions and events may have on the Corporation and its customers. With regard to assessing loan portfolio conditions, the Corporation analyzes trends in weighted-average portfolio risk-grades, classified and non-performing loans and charge-off activity. In periods where general macroeconomic and loan portfolio conditions are in a deteriorating trend or remain at deteriorated levels, based on historical trends, the Corporation would expect to see the allowance for loan loss allocation model, as a whole, calculate higher levels of required allowances than in periods where general macroeconomic and loan portfolio conditions are in an improving trend or remain at an elevated level, based on historical trends.

The following tables detail activity in the allowance for loan losses by portfolio segment for the three and six months ended June 30, 2011 and 2010. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.


	Commercial
	and			Commercial			Consumer			Consumer
	Industrial			Real Estate			Real Estate			and Other			Unallocated			Total
Three months ended:
June 30, 2011
Beginning balance	$	52,800		$	24,551		$	3,485		$	12,941		$	30,544		$	124,321
Provision for loan losses		8,484			908			560			597			(1,564	)		8,985
Charge-offs		(5,576	)		(4,694	)		(459	)		(2,397	)		—			(13,126	)
Recoveries		858			136			97			1,470			—			2,561

Net charge-offs		(4,718	)		(4,558	)		(362	)		(927	)		—			(10,565	)

Ending balance	$	56,566		$	20,901		$	3,683		$	12,611		$	28,980		$	122,741

June 30, 2010
Beginning balance	$	63,576		$	30,259		$	2,430		$	19,689		$	9,415		$	125,369
Provision for loan losses		7,323			2,038			620			394			(1,725	)		8,650
Charge-offs		(6,328	)		(1,657	)		(686	)		(2,750	)		—			(11,421	)
Recoveries		722			589			103			1,430			—			2,844

Net charge-offs		(5,606	)		(1,068	)		(583	)		(1,320	)		—			(8,577	)

Ending balance	$	65,293		$	31,229		$	2,467		$	18,763		$	7,690		$	125,442


	Commercial
	and			Commercial			Consumer			Consumer
	Industrial			Real Estate			Real Estate			and Other			Unallocated			Total
Six months ended:
June 30, 2011
Beginning balance	$	57,789		$	28,534		$	3,223		$	11,974		$	24,796		$	126,316
Provision for loan losses		10,325			246			1,352			2,328			4,184			18,435
Charge-offs		(13,173	)		(8,572	)		(1,279	)		(4,699	)		—			(27,723	)
Recoveries		1,625			693			387			3,008			—			5,713

Net charge-offs		(11,548	)		(7,879	)		(892	)		(1,691	)		—			(22,010	)

Ending balance	$	56,566		$	20,901		$	3,683		$	12,611		$	28,980		$	122,741

June 30, 2010
Beginning balance	$	57,394		$	28,514		$	2,560		$	16,929		$	19,912		$	125,309
Provision for loan losses		22,138			7,149			853			4,303			(12,222	)		22,221
Charge-offs		(15,502	)		(5,071	)		(1,061	)		(5,593	)		—			(27,227	)
Recoveries		1,263			637			115			3,124			—			5,139

Net charge-offs		(14,239	)		(4,434	)		(946	)		(2,469	)		—			(22,088	)

Ending balance	$	65,293		$	31,229		$	2,467		$	18,763		$	7,690		$	125,442

The following table details the amount of the allowance for loan losses allocated to each portfolio segment as of June 30, 2011 and 2010, disaggregated on the basis of the Corporation’s impairment methodology.


	Commercial
	and		Commercial		Consumer		Consumer
	Industrial		Real Estate		Real Estate		and Other		Unallocated		Total
June 30, 2011
Loans individually evaluated for impairment	$	32,981	$	4,089	$	100	$	—	$	—	$	37,170
Loans collectively evaluated for impairment		23,585		16,812		3,583		12,611		28,980		85,571

Balance at June 30, 2011	$	56,566	$	20,901	$	3,683	$	12,611	$	28,980	$	122,741

June 30, 2010
Loans individually evaluated for impairment	$	44,283	$	10,473	$	—	$	—	$	—	$	54,756
Loans collectively evaluated for impairment		21,010		20,756		2,467		18,763		7,690		70,686

Balance at June 30, 2010	$	65,293	$	31,229	$	2,467	$	18,763	$	7,690	$	125,442

The Corporation’s recorded investment in loans as of June 30, 2011, December 31, 2010 and June 30, 2010 related to each balance in the allowance for loan losses by portfolio segment and disaggregated on the basis of the Corporation’s impairment methodology was as follows:


	Commercial
	and		Commercial		Consumer		Consumer		Unearned
	Industrial		Real Estate		Real Estate		and Other		Discounts			Total
June 30, 2011
Loans individually evaluated for impairment	$	245,665	$	279,486	$	416	$	—	$	—		$	525,567
Loans collectively evaluated for impairment		3,596,485		2,877,613		772,653		314,305		(18,411	)		7,542,645

Ending balance	$	3,842,150	$	3,157,099	$	773,069	$	314,305	$	(18,411	)	$	8,068,212

December 31, 2010
Loans individually evaluated for impairment	$	314,482	$	337,578	$	—	$	—	$	—		$	652,060
Loans collectively evaluated for impairment		3,474,176		2,865,189		798,264		347,618		(20,287	)		7,464,960

Ending balance	$	3,788,658	$	3,202,767	$	798,264	$	347,618	$	(20,287	)	$	8,117,020

June 30, 2010
Loans individually evaluated for impairment	$	339,000	$	373,798	$	—	$	—	$	—		$	712,798
Loans collectively evaluated for impairment		3,351,072		2,820,800		811,954		391,130		(22,075	)		7,352,881

Ending balance	$	3,690,072	$	3,194,598	$	811,954	$	391,130	$	(22,075	)	$	8,065,679

Note 4 - Goodwill and Other Intangible Assets

Goodwill and other intangible assets are presented in the table below. The increases in goodwill and certain other intangible assets were related to the acquisition of Clark Benefit Group, an independent San Antonio based insurance agency that specialized in providing employee benefits to small and mid-size businesses, on May 1, 2011. The purchase of Clark Benefit Group did not significantly impact the Corporation’s financial Statements.


	June 30,		December 31,
	2011		2010
Goodwill	$	528,072	$	527,684

Other intangible assets:
Core deposits	$	9,991	$	11,819
Customer relationship		2,438		2,253
Non-compete agreements		335		263

	$	12,764	$	14,335

The estimated aggregate future amortization expense for intangible assets remaining as of June 30, 2011 is as follows:


Remainder of 2011	$	2,159
2012		3,638
2013		2,858
2014		2,029
2015		1,264
Thereafter		816

	$	12,764

Note 5 - Deposits

Deposits were as follows:


	June 30, 2011		Percentage of Total			December 31, 2010		Percentage of Total			June 30, 2010		Percentage of Total
Non-interest-bearing demand deposits:
Commercial and individual	$	5,220,598		34.6	%	$	4,791,149		33.1	%	$	4,608,543		33.0	%
Correspondent banks		274,465		1.8			361,100		2.5			290,817		2.1
Public funds		323,629		2.1			208,187		1.4			162,663		1.2

Total non-interest-bearing demand deposits		5,818,692		38.5			5,360,436		37.0			5,062,023		36.3
Interest-bearing deposits:
Private accounts:
Savings and interest checking		2,449,434		16.2			2,505,143		17.3			2,241,164		16.1
Money market accounts		5,331,994		35.3			4,949,764		34.2			4,948,612		35.5
Time accounts of $100,000 or more		582,183		3.9			611,836		4.2			662,029		4.7
Time accounts under $100,000		539,715		3.6			571,447		4.0			620,159		4.4

Total private accounts		8,903,326		59.0			8,638,190		59.7			8,471,964		60.7
Public funds:
Savings and interest checking		194,778		1.3			255,605		1.8			196,591		1.4
Money market accounts		49,561		0.3			84,093		0.6			79,081		0.6
Time accounts of $100,000 or more		133,508		0.9			137,506		0.9			138,273		1.0
Time accounts under $100,000		4,266		—			3,512		—			4,228		—

Total public funds		382,113		2.5			480,716		3.3			418,173		3.0

Total interest-bearing deposits		9,285,439		61.5			9,118,906		63.0			8,890,137		63.7

Total deposits	$	15,104,131		100.0	%	$	14,479,342		100.0	%	$	13,952,160		100.0	%

The following table presents additional information about the Corporation’s deposits:


	June 30, 2011		December 31, 2010		June 30, 2010
Money market deposits obtained through brokers	$	34,302	$	24,700	$	278,892
Deposits from the Certificate of Deposit Account Registry Service (CDARS) deposits		49,833		60,972		86,783
Deposits from foreign sources (primarily Mexico)		753,092		748,255		832,380

Note 6 - Commitments and Contingencies

Financial Instruments with Off-Balance-Sheet Risk. In the normal course of business, the Corporation enters into various transactions, which, in accordance with generally accepted accounting principles are not included in its consolidated balance sheets. The Corporation 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 Corporation minimizes its exposure to loss under these commitments by subjecting them to credit approval and monitoring procedures.

The Corporation 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 Corporation’s commitments to extend credit are contingent upon customers maintaining specific credit standards at the time of loan funding. Standby letters of credit are written conditional commitments issued by the Corporation to guarantee the 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 Corporation would be required to fund the commitment. The maximum potential amount of future payments the Corporation could be required to make is represented by the contractual amount of the commitment. If the commitment were funded, the Corporation would be entitled to seek recovery from the customer. The Corporation’s policies generally require that standby letter of credit arrangements contain security and debt covenants similar to those contained in loan agreements.

The Corporation considers the fees collected in connection with the issuance of standby letters of credit to be representative of the fair value of its obligation undertaken in issuing the guarantee. In accordance with applicable accounting standards related to guarantees, the Corporation defers fees collected in connection with the issuance of standby letters of credit. The fees are then recognized in income proportionately over the life of the standby letter of credit agreement. The deferred standby letter of credit fees represent the fair value of the Corporation’s potential obligations under the standby letter of credit guarantees.

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


	June 30, 2011		December 31, 2010
Commitments to extend credit	$	4,613,486	$	4,528,196
Standby letters of credit		238,889		294,116
Deferred standby letter of credit fees		1,339		1,707

Lease Commitments. The Corporation leases certain office facilities and office equipment under operating leases. Rent expense for all operating leases totaled $5.3 million and $10.8 million for the three and six months ended June 30, 2011 and $5.4 million and $10.7 million for the three and six months ended June 30, 2010. There has been no significant change in the future minimum lease payments payable by the Corporation since December 31, 2010. See the 2010 Form 10-K for information regarding these commitments.

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

Note 7 - Regulatory Matters

Regulatory Capital Requirements. Banks and bank holding companies are subject to various regulatory capital requirements administered by state and federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weighting and other factors.

Quantitative measures established by regulations to ensure capital adequacy require the maintenance of minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital to adjusted quarterly average assets (as defined).

Cullen/Frost’s and Frost Bank’s Tier 1 capital consists of shareholders’ equity excluding unrealized gains and losses on securities available for sale, the accumulated gain or loss on effective cash flow hedging derivatives, the net actuarial gain/loss on the Corporation’s defined benefit post-retirement benefit plans, goodwill and other intangible assets. Tier 1 capital for Cullen/Frost also includes $120 million of trust preferred securities issued by an unconsolidated subsidiary trust. Cullen/Frost’s and Frost Bank’s total capital is comprised of Tier 1 capital for each entity plus a permissible portion of the allowance for loan losses. The Corporation’s aggregate $100 million of 5.75% fixed-to-floating rate subordinated notes are not included in Tier 1 capital but are included in total capital of Cullen/Frost.

The Tier 1 and total capital ratios are calculated by dividing the respective capital amounts by risk-weighted assets. Risk-weighted assets are calculated based on regulatory requirements and include total assets, excluding goodwill and other intangible assets, allocated by risk weight category, and certain off-balance-sheet items (primarily loan commitments). The leverage ratio is calculated by dividing Tier 1 capital by adjusted quarterly average total assets, which exclude goodwill and other intangible assets.

Actual and required capital ratios for Cullen/Frost and Frost Bank were as follows:


	Actual					Minimum Required for Capital Adequacy Purposes					Required to be Well Capitalized Under Prompt Corrective Action Regulations
	Capital Amount		Ratio			Capital Amount		Ratio			Capital Amount		Ratio
June 30, 2011
Total Capital to Risk-Weighted Assets
Cullen/Frost	$	1,784,505		16.42	%	$	869,328		8.00	%		N/A		N/A
Frost Bank		1,608,202		14.81			868,684		8.00		$	1,085,856		10.00	%
Tier 1 Capital to Risk-Weighted Assets
Cullen/Frost		1,561,794		14.37			434,664		4.00			N/A		N/A
Frost Bank		1,485,461		13.68			434,342		4.00			651,513		6.00
Leverage Ratio
Cullen/Frost		1,561,794		8.94			698,459		4.00			N/A		N/A
Frost Bank		1,485,461		8.51			697,921		4.00			872,401		5.00
December 31, 2010
Total Capital to Risk-Weighted Assets
Cullen/Frost	$	1,720,691		15.91	%	$	865,081		8.00	%		N/A		N/A
Frost Bank		1,558,977		14.43			864,318		8.00		$	1,080,397		10.00	%
Tier 1 Capital to Risk-Weighted Assets
Cullen/Frost		1,494,375		13.82			432,540		4.00			N/A		N/A
Frost Bank		1,432,661		13.26			432,159		4.00			648,238		6.00
Leverage Ratio
Cullen/Frost		1,494,375		8.68			688,880		4.00			N/A		N/A
Frost Bank		1,432,661		8.33			688,196		4.00			860,246		5.00

Cullen/Frost believes that, as of June 30, 2011, its bank subsidiary, Frost Bank, was “well capitalized” based on the ratios presented above.

Cullen/Frost is subject to the regulatory capital requirements administered by the Federal Reserve, while Frost Bank is subject to the regulatory capital requirements administered by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. Regulatory authorities can initiate certain mandatory actions if Cullen/Frost or Frost Bank fail to meet the minimum capital requirements, which could have a direct material effect on the Corporation’s financial statements. Management believes, as of June 30, 2011, that Cullen/Frost and Frost Bank meet all capital adequacy requirements to which they are subject.

Dividend Restrictions. In the ordinary course of business, Cullen/Frost is dependent upon dividends from Frost Bank to provide funds for the payment of dividends to shareholders and to provide for other cash requirements. Banking regulations may limit the amount of dividends that may be paid. Approval by regulatory authorities is required if the effect of dividends declared would cause the regulatory capital of Frost Bank to fall below specified minimum levels. Approval is also required if dividends declared exceed the net profits for that year combined with the retained net profits for the preceding two years. Under the foregoing dividend restrictions and while maintaining its “well capitalized” status, at June 30, 2011, Frost Bank could pay aggregate dividends of up to $255.2 million to Cullen/Frost without prior regulatory approval.

Trust Preferred Securities. In accordance with the applicable accounting standard related to variable interest entities, the accounts of the Corporation’s wholly owned subsidiary trust, Cullen/Frost Capital Trust II, have not been included in the Corporation’s consolidated financial statements. However, the $120.0 million in trust preferred securities issued by this subsidiary trust have been included in the Tier 1 capital of Cullen/Frost for regulatory capital purposes pursuant to guidance from the Federal Reserve. On July 21, 2010, financial regulatory reform legislation entitled the “Dodd-Frank Wall Street Reform and Consumer Protection Act” (the “Dodd-Frank Act”) was signed into law. Certain provisions of the Dodd-Frank Act will require the Corporation to deduct, over three years beginning on January 1, 2013, all trust preferred securities from the Corporation’s Tier 1 capital. Nonetheless, excluding trust preferred securities from Tier 1 capital at June 30, 2011 would not affect the Corporation’s ability to meet all capital adequacy requirements to which it is subject.

Note 8 - Derivative Financial Instruments

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

Interest Rate Derivatives. The Corporation utilizes interest rate swaps, caps and floors to mitigate exposure to interest rate risk and to facilitate the needs of its customers. The Corporation’s objectives for utilizing these derivative instruments is described below:

The Corporation has entered into certain interest rate swap contracts that are matched to specific fixed-rate commercial loans or leases that the Corporation has entered into with its customers. These contracts have been designated as hedging instruments to hedge the risk of changes in the fair value of the underlying commercial loan/lease due to changes in interest rates. The related contracts are structured so that the notional amounts reduce over time to generally match the expected amortization of the underlying loan/lease.

During 2007, the Corporation entered into three interest rate swap contracts on variable-rate loans with a total notional amount of $1.2 billion. The interest rate swap contracts were designated as hedging instruments in cash flow hedges with the objective of protecting the overall cash flows from the Corporation’s monthly interest receipts on a rolling portfolio of $1.2 billion of variable-rate loans outstanding throughout the 84-month period beginning in October 2007 and ending in October 2014 from the risk of variability of those cash flows such that the yield on the underlying loans would remain constant. As further discussed below, the Corporation terminated portions of the hedges and settled portions of the interest rate swap contracts during November 2009 and terminated the remaining portions of the hedges and settled the remaining portions of the interest rate swap contracts during November 2010. Under the initial hedge relationship, the desired constant yield was 7.559% in the case of the first contract (underlying loan pool totaling $650.0 million carrying an interest rate equal to Prime), 8.059% in the case of the second contract (underlying loan pool totaling $230.0 million carrying an interest rate equal to Prime plus a margin of 50 basis points) and 8.559% in the case of the third contract (underlying loan pool totaling $320.0 million carrying an interest rate equal to Prime plus a margin of 100 basis points). Under the swaps, the Corporation received a fixed interest rate of 7.559% and paid a variable interest rate equal to the daily Federal Reserve Statistical Release H-15 Prime Rate (Prime), with monthly settlements.

As stated above, during November 2009, the Corporation settled portions of two of the interest rate swap contracts having a total notional amount of $400.0 million and concurrently terminated the hedges related to the interest cash flows on a rolling portfolio of $400.0 million of variable rate loans. The terminated hedges had underlying loan pools totaling $300.0 million carrying an interest rate equal to Prime and $100.0 million carrying an interest rate equal to Prime plus a margin of 50 basis points. In November 2010, the Corporation settled the remaining interest rate swap contracts having a total notional amount of $800.0 million and concurrently terminated the hedges related to the interest cash flows on a rolling portfolio of $800.0 million of variable rate loans. The terminated hedges had underlying loan pools totaling $350.0 million carrying an interest rate equal to Prime, $130.0 million carrying an interest rate equal to Prime plus a margin of 50 basis points and $320.0 million carrying an interest rate equal to Prime plus a margin of 100 basis points. The deferred accumulated after-tax gain applicable to the settled interest rate contracts included in accumulated other comprehensive income totaled $80.6 million at June 30, 2011. The deferred gain will be reclassified into earnings during future periods when the formerly hedged transactions impact future earnings.

In October 2008, the Corporation entered into an interest rate swap contract on junior subordinated deferrable interest debentures with a total notional amount of $120.0 million. The interest rate swap contract was designated as a hedging instrument in a cash flow hedge with the objective of protecting the quarterly interest payments on the Corporation’s $120.0 million of junior subordinated deferrable interest debentures issued to Cullen/Frost Capital Trust II throughout the five-year period beginning in December 2008 and ending in December 2013 from the risk of variability of those payments resulting from changes in the three-month LIBOR interest rate. Under the swap, the Corporation will pay a fixed interest rate of 5.47% and receive a variable interest rate of three-month LIBOR plus a margin of 1.55% on a total notional amount of $120.0 million, with quarterly settlements.

The Corporation has entered into certain interest rate swap, cap and floor contracts that are not designated as hedging instruments. These derivative contracts relate to transactions in which the Corporation enters into an interest rate swap, cap and/or floor with a customer while at the same time entering into an offsetting interest rate swap, cap and/or floor with another financial institution. In connection with each swap transaction, the Corporation agrees to pay interest to the customer on a notional amount at a variable interest rate and receive interest from the customer on a similar notional amount at a fixed interest rate. At the same time, the Corporation agrees to pay another financial institution the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. The transaction allows the Corporation’s customer to effectively convert a variable rate loan to a fixed rate. Because the Corporation acts as an intermediary for its customer, changes in the fair value of the underlying derivative contracts for the most part offset each other and do not significantly impact the Corporation’s results of operations.

The notional amounts and estimated fair values of interest rate derivative contracts outstanding at June 30, 2011 and December 31, 2010 are presented in the following table. The Corporation obtains dealer quotations to value its interest rate derivative contracts designated as hedges of cash flows, while the fair values of other interest rate derivative contracts are estimated utilizing internal valuation models with observable market data inputs.


	June 30, 2011					December 31, 2010
	Notional Amount		Estimated Fair Value			Notional Amount		Estimated Fair Value
Interest rate derivatives designated as hedges of fair value:
Commercial loan/lease interest rate swaps	$	90,626	$	(7,496	)	$	104,088	$	(8,350	)

Interest rate derivatives designated as hedges of cash flows:
Interest rate swap on junior subordinated deferrable interest debentures		120,000		(9,353	)		120,000		(9,895	)

Non-hedging interest rate derivatives:
Commercial loan/lease interest rate swaps		582,074		44,270			593,792		44,335
Commercial loan/lease interest rate swaps		582,074		(44,474	)		593,792		(44,666	)
Commercial loan/lease interest rate caps		20,000		226			20,000		388
Commercial loan/lease interest rate caps		20,000		(226	)		20,000		(388	)

The weighted-average rates paid and received for interest rate swaps outstanding at June 30, 2011 were as follows:


	Weighted-Average
	Interest Rate Paid			Interest Rate Received
Interest rate swaps:
Fair value hedge commercial loan/lease interest rate swaps		4.49	%		0.19	%
Cash flow hedge interest rate swaps on junior subordinated deferrable interest debentures		5.47			1.80
Non-hedging interest rate swaps		5.08			1.80
Non-hedging interest rate swaps		1.80			5.08

The weighted-average strike rate for outstanding interest rate caps was 3.10% at June 30, 2011.

Commodity Derivatives. The Corporation enters into commodity swaps and option contracts that are not designated as hedging instruments primarily to accommodate the business needs of its customers. Upon the origination of a commodity swap or option contract with a customer, the Corporation simultaneously enters into an offsetting contract with a third party to mitigate the exposure to fluctuations in commodity prices.

The notional amounts and estimated fair values of commodity derivative positions outstanding are presented in the following table. The Corporation obtains dealer quotations to value its commodity derivative positions.


			June 30, 2011					December 31, 2010
	Notional Units		Notional Amount		Estimated Fair Value			Notional Amount		Estimated Fair Value
Non-hedging commodity swaps:
Oil		Barrels		483	$	2,318			321	$	2,502
Oil		Barrels		483		(2,210	)		321		(2,428	)
Natural gas		MMBTUs		4,265		1,145			510		195
Natural gas		MMBTUs		4,265		(1,022	)		510		(174	)
Non-hedging commodity options:
Oil		Barrels		2,473		13,916			1,288		7,706
Oil		Barrels		2,473		(13,916	)		1,288		(7,706	)
Natural gas		MMBTUs		2,400		2,039			3,820		3,774
Natural gas		MMBTUs		2,400		(2,039	)		3,820		(3,774	)

Foreign Currency Derivatives. The Corporation enters into foreign currency forward contracts that are not designated as hedging instruments primarily to accommodate the business needs of its customers. Upon the origination of a foreign currency denominated transaction with a customer, the Corporation simultaneously enters into an offsetting contract with a third party to negate the exposure to fluctuations in foreign currency exchange rates. The Corporation also utilizes foreign currency forward contracts that are not designated as hedging instruments to mitigate the economic effect of fluctuations in foreign currency exchange rates on certain short-term, non-U.S. dollar denominated loans. The notional amounts and fair values of open foreign currency forward contracts were not significant at June 30, 2011 and December 31, 2010.

Gains, Losses and Derivative Cash Flows. For fair value hedges, the changes in the fair value of both the derivative hedging instrument and the hedged item are included in other non-interest income or other non-interest expense. The extent that such changes in fair value do not offset represents hedge ineffectiveness. Net cash flows from interest rate swaps on commercial loans/leases designated as hedging instruments in effective hedges of fair value are included in interest income on loans. For cash flow hedges, the effective portion of the gain or loss due to changes in the fair value of the derivative hedging instrument is included in other comprehensive income, while the ineffective portion (indicated by the excess of the cumulative change in the fair value of the derivative over that which is necessary to offset the cumulative change in expected future cash flows on the hedge transaction) is included in other non-interest income or other non-interest expense. Net cash flows from interest rate swaps on variable-rate loans designated as hedging instruments in effective hedges of cash flows and the reclassification from other comprehensive income of deferred gains associated with the termination of those hedges are included in interest income on loans. Net cash flows from the interest rate swap on junior subordinated deferrable interest debentures designated as a hedging instrument in an effective hedge of cash flows are included in interest expense on junior subordinated deferrable interest debentures. For non-hedging derivative instruments, gains and losses due to changes in fair value and all cash flows are included in other non-interest income and other non-interest expense.

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Commercial loan/lease interest rate swaps:
Amount of gain (loss) included in interest income on loans	$	(969	)	$	(1,318	)	$	(1,974	)	$	(2,734	)
Amount of (gain) loss included in other non-interest expense		6			(97	)		(3	)		(91	)

Amounts included in the consolidated statements of income and in other comprehensive income for the period related to interest rate derivatives designated as hedges of cash flows were as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Interest rate swaps/caps/floors on variable-rate loans:
Amount reclassified from accumulated other comprehensive income to interest income on loans	$	9,345		$	11,033		$	18,690		$	21,970
Amount of gain (loss) recognized in other comprehensive income		—			34,959			—			50,731
Interest rate swaps on junior subordinated deferrable interest debentures:
Amount reclassified from accumulated other comprehensive income to interest expense on junior subordinated deferrable interest debentures		1,100			1,084			2,186			2,195
Amount of gain (loss) recognized in other comprehensive income		(1,716	)		(3,089	)		(1,651	)		(5,566	)

No ineffectiveness related to interest rate derivatives designated as hedges of cash flows was recognized in the consolidated statements of income during the reported periods. The accumulated net after-tax gain related to effective cash flow hedges included in accumulated other comprehensive income totaled $74.8 million at June 30, 2011 and $86.6 million at December 31, 2010. The Corporation currently expects approximately $10.7 million of the net after-tax gain related to effective cash flow hedges included in accumulated other comprehensive income at June 30, 2011 will be reclassified into earnings during the remainder of 2011. This amount represents management’s best estimate given current expectations about market interest rates and volumes related to loan pools underlying the terminated cash flow hedges. Because actual market interest rates and volumes related to loan pools underlying the terminated cash flow hedges may differ from management’s expectations, there can be no assurance as to the ultimate amount that will be reclassified into earnings during 2011.

As stated above, the Corporation enters into non-hedge related derivative positions primarily to accommodate the business needs of its customers. Upon the origination of a derivative contract with a customer, the Corporation simultaneously enters into an offsetting derivative contract with a third party. The Corporation recognizes immediate income based upon the difference in the bid/ask spread of the underlying transactions with its customers and the third party. Because the Corporation acts only as an intermediary for its customer, subsequent changes in the fair value of the underlying derivative contracts for the most part offset each other and do not significantly impact the Corporation’s results of operations.

Amounts included in the consolidated statements of income related to non-hedging interest rate and commodity derivative instruments are presented in the table below. Amounts included in the consolidated statements of income related to foreign currency derivatives during the reported periods were not significant.


	Three Months Ended June 30,					Six Months Ended June 30,
	2011			2010		2011			2010
Non-hedging interest rate derivatives:
Other non-interest income	$	462		$	892	$	736		$	1,594
Other non-interest expense		(89	)		59		(128	)		78
Non-hedging commodity derivatives:
Other non-interest income		79			26		462			46

Counterparty Credit Risk. Derivative contracts involve the risk of dealing with both bank customers and institutional derivative counterparties and their ability to meet contractual terms. Institutional counterparties must have an investment grade credit rating and be approved by the Corporation’s Asset/Liability Management Committee. The Corporation’s credit exposure on interest rate swaps is limited to the net favorable value and interest payments of all swaps by each counterparty, while the Corporation’s credit exposure on commodity swaps/options is limited to the net favorable value of all swaps/options by each counterparty. Credit exposure may be reduced by the amount of collateral pledged by the counterparty. There are no credit-risk-related contingent features associated with any of the Corporation’s derivative contracts. Certain derivative contracts with upstream financial institution counterparties may be terminated with respect to a party in the transaction, if such party does not have at least a minimum level rating assigned to either its senior unsecured long-term debt or its deposit obligations by certain third-party rating agencies.

The Corporation’s credit exposure relating to interest rate swaps and commodity swaps/options with bank customers was approximately $45.1 million at June 30, 2011. This credit exposure is partly mitigated as transactions with customers are generally secured by the collateral, if any, securing the underlying transaction being hedged. The Corporation had no credit exposure, net of collateral pledged, relating to interest rate swaps and commodity swaps/options with upstream financial institution counterparties at June 30, 2011. Collateral levels for upstream financial institution counterparties are monitored and adjusted as necessary.

The aggregate fair value of securities posted as collateral by the Corporation related to derivative contracts totaled $52.8 million at June 30, 2011. At such date, the Corporation also had $10.0 million in cash collateral on deposit with other financial institution counterparties.

Note 9 - Earnings Per Common Share

Earnings per common share is computed using the two-class method. Basic earnings per common share is computed by dividing net earnings allocated to common stock by the weighted-average number of common shares outstanding during the applicable period, excluding outstanding participating securities. Participating securities include non-vested stock awards/stock units and deferred stock units, though no actual shares of common stock related to non-vested stock units and deferred stock units have been issued. Non-vested stock awards/stock units and deferred stock units are considered participating securities because holders of these securities receive non-forfeitable dividends at the same rate as holders of the Corporation’s common stock. 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 dilutive effect of stock compensation using the treasury stock method.

The following table presents a reconciliation of the number of shares used in the calculation of basic and diluted earnings per common share.


	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Distributed earnings allocated to common stock	$	28,102	$	27,181	$	55,572	$	52,997
Undistributed earnings allocated to common stock		27,378		25,512		51,630		47,320

Net earnings allocated to common stock	$	55,480	$	52,693	$	107,202	$	100,317

Weighted-average shares outstanding for basic earnings per common share		61,093,641		60,365,085		61,056,113		60,169,736
Dilutive effect of stock compensation		297,075		198,599		306,404		195,676

Weighted-average shares outstanding for diluted earnings per common share		61,390,716		60,563,684		61,362,517		60,365,412

Note 10 - Stock-Based Compensation

A combined summary of activity in the Corporation’s active stock plans is presented in the following table.

Non-Vested Stock
Awards/Stock Units
Outstanding

Stock Options
Outstanding

Shares
Available
for Grant