Good morning. My name is Mike, and I will be your conference operator today. At this time, I would like to welcome everyone to Cullen/Frost Bank's first quarter earnings conference call. [Operator Instructions] I will now turn the call over to Mr. Greg Parker, Executive Vice President and Director of Investor Relations. Mr. Parker, you may begin.

Thank you, Mike. This morning's conference call will be led by Dick Evans, Chairman and CEO; and Phil Green, President of Cullen/Frost Bankers Inc.; and Jerry Salinas, Group Executive Vice President and CFO. Before I turn the call over to Dick, Phil and Jerry, I need to take a moment to address the Safe Harbor provisions. Some of the remarks made today will constitute forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995 as amended. We intend such statements to be covered by the Safe Harbor Provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 as amended. Please see the last page of the text in this morning's earnings release for additional information about the risk factors associated with these forward-looking statements. If needed, a copy of the release is available at our website or by calling Investor Relations at 210-220-5632. At this time, I'll turn the call over to Dick.

Thank you, Greg. Good morning, and thanks for joining us. It's my pleasure today to review first quarter 2015 results for Cullen/Frost. Our President, Phil Green; and Chief Financial Officer, Jerry Salinas, will then provide additional comments, before we open it up for your questions. I'm pleased to report that the first quarter of 2015 Cullen/Frost had solid growth in average loans, average deposits and revenues. These positive results amid a declining oil price and slower growth economy are a credit to our dedicated employees, who live our culture and help distinguish Frost in the marketplace. During the first quarter of 2015 our net income available for common shareholders was $70.1 million, up 18.6% compared to the $59.2 million reported in the first quarter of 2015. That was $1.10 per diluted common share versus $0.96 in the first quarter of 2014. For the first quarter of 2015, return on average assets and average common equity were 1.02% and 10.34%, respectively, compared to 1% and 9.97% reported in the first quarter of 2014. Our successful merger with WNB bank shares contributed to the good quarter. WNB's loans of $670.6 million and deposits of $1.6 billion were included in our results on the May 30, 2014, acquisition date. First quarter 2015 average deposits were $23.9 billion, up $3.4 billion or 16.6% over the $20.5 billion reported in the first quarter of 2014. Our strong deposit growth from both new and existing customers underscores our focus on developing relationships through the economic downturn. Since 2007, before the financial crisis began, year-to-date average deposits at Frost have risen $13.7 billion or more than 130%. Net interest income on a taxable equivalent basis for the first quarter of 2015 was $216.7 million, up 15.4% from the $187.8 million reported last year. This increase primarily results…

Thanks, Dick. I'd just like to make a brief comment before turning it over to our CFO, Jerry Salinas. Specifically, I wanted to discuss our recent trend in net interest margin, which at 3.41%, so 7 basis point increase over the fourth quarter of last year. This increase was despite the 4 basis point negative impact from having the first full quarter without any benefit from the gain amortization on our prime interest rate swap. The fourth quarter had a $3 million benefit because of October's amortization, while the first quarter had none. The major positive factor in our margin growth was an increase in average investments of $1.1 billion compared to the fourth quarter of last year, which increased margin by 13 basis points. This included the full quarter impact of fourth quarter investments we reported on last call as well as some additional investments we made during the first quarter in treasuries and municipals. During the first quarter, we purchased $772 million of securities against $687 million of maturities, calls, and sales. As of the end of the first quarter, the entire investment portfolio expected duration stood at 4.67 years with a tax equivalent yield of 3.91% and an unrealized gain of approximately $283 million. I'm going to turn it over now to our CFO, Jerry Salinas, for some additional comments.

Thank you, Phil. I am going to make a couple of additional comments about the quarter, then I'll discuss our guidance for 2015, before turning it back over to Dick for questions. Looking at the linked-quarter, we saw an 8% annualized growth in period-end loans. About 60% of that growth came from C&I loans, and about a third came from commercial real estate. About 75% of the growth in commercial real estate is within the construction category. During the month of April, we continued to see consistent loan growth. Looking at our deposits on a linked-quarter basis, average deposits increased at an annualized rate of 3.7%, this coming on the heels of our typical seasonal jump in deposits in the fourth quarter. During the first quarter, we saw good growth in savings and interest on checking with the growth being fairly broad-based across the state. Looking at our capital ratios under Basel III, I did want to mention that our common equity Tier 1 ratio at end of the first quarter was strong at 11.55%. In anticipation of the new Basel III capital rules, which reflective at the beginning of the year, we did make the decision to exit the security's lending business because of the negative capital impact of that business under the new capital rules. Securities lending represented about $3 million in revenues in 2014 with a pre-tax margin a little over $1 million. The securities lending revenues were including in the trust and investment management fees line item. We were completely out of that business by the end of the first quarter. Our effective tax rate for the first quarter was 14.3%, down from 16.5% and 17.6% we record in the first and fourth quarters last year. Our effective tax rate in the first quarter of 2015 was favorably impacted by the purchases of municipal securities that we made in the fourth quarter last year and this first quarter of 2015. Regarding consensus estimates for 2015, we currently believe that the 2015 mean of analyst estimates of $4.53 is reasonable. With that, I'll turn it back over Dick for questions.

Thank you, Phil and Jerry. We're now happy to take your questions.

[Operator Instructions] Your first question is from Dave Rochester with Deutsche Bank.

On the loan growth front, just given the uncertainty still in the market from energy, are you expecting loan growth to remain somewhat stable with that 1Q rate going forward or are you looking for seasonal step up into 2Q? And then if you could comment on how much the energy portfolio contributed to growth this quarter that would be great.

I think we can expect energy to hold flat through the end of June. There is a lot of variables in that. What we experienced in the first quarter was what I talked about in January that we thought we'd have some opportunities with very strong energy independence that we had longed to build relationship with and that was one of the reasons for the growth in the first quarter. Certainly, we're working through this. And we're somewhat optimistic that it will remain flat. As I mentioned in my comments construction is very strong. There is just a lot going on in Texas. It is, if you look at office, offices are still, the statistic show that there is opportunity. Occupancy rates are under the line where you would see a need. So I don't think there is overbuild. And certainly the Gulf Coast, which I mentioned in the petrochemical plants up and down, LNG plants, these things are all -- LNG plants, you don't build one for less than $10 billion and it's over a number of years. So there is a lot happening. Also, in the residential area you're seeing prices continue to increase for homes even in a market like Houston, which you would assume is somewhat weaker. I think that's an incorrect assumption because of the movement, as I said, from the energy side to the building in the petrochemical. So it could be a quarter similar to the first quarter. And it's always dangerous to predict, but things moving along. Our people are really working hard. And I would say that the diversification in Texas is a real strength.

So its sounds like maybe a little bit stronger on the construction side, flat in the energy segment. And then was that most of the C&I growth in the first quarter that came from energy?

No, not a third of it was in energy.

And the other comment you guys made on the weaker loan structures. Has the prevalence of that actually increased in the last quarter and does that at all concern you about growth going forward, because I know you guys traditionally are pretty conservative on their credit front.

I think there is still plenty of opportunity for us to grow and keep our credit standards, which were not going to change. But we are starting to see competition kind of reach out there. It's primarily in guarantees. To give an example, just yesterday with a great customer of ours was building an apartment project and chose not to guarantee it, we chose not to make the loan, and he'll most likely be able to get it somewhere else.

And then one last one just on the securities purchases. If you guys could breakdown how much of that was munis this quarter of that $700 million and changed. And then what the rates were on those purchases?

On the municipals for the quarter, we bought $352 million; average yield tax equivalent was around 440. We also bought some treasuries we had about $200 million in five years at 128. We had $220 million at 134. We sold a one-year treasury, which was about $220 million at a 30 basis points. So we took some one-year treasury that would have been maturing next year. We extend the duration a little bit on that. That was on the $220 million, and got some additional yield on that. Started that rolling down the yield curve, and then as I said bought $200 million of five-year treasuries at a 128.

And what's your appetite for munis going forward through the end of this year? Are you still thinking that $350 million to maybe $400 million range is good for purchases going forward a quarter?

I think the first quarter purchases that we made were a little bit overstated, because we saw some opportunity there. I'd say, first of all, that what we'd expect would probably be about, let's say, a $100 million or so less than that on quarterly basis. We saw a pre-refunding of a security that we owned and we went head and got into that security. It was a little bit an opportunity we like to credit in terms, and so we bought that. So kind of a little bit ahead of our purchases plan, but I think it would be probably, like I say, around a $100 million or so less than that on a regular basis.

The next question is from John Pancari with Evercore ISI.

This is Rahul Patil on behalf of John. Question just regarding your energy book, I know you mentioned that you expect the energy loans to be flat through end of June. I'm just wondering if oil stabilizes at this point, do you think your energy clients would feel comfortable enough to increase their borrowings later in the year.

Well, you've got to go. There is a lot of happening in energy. You know what rig count is down, and so they've got kind of go through an adjustment period of time. As I mentioned in the first quarter, many of them are still enjoying those hedges that they had in place, I think we had about 41% were hedged this year, and about 15% in 16'. I think the important thing of hedges it gives you the ability to go through an adjustment period of time. Don't think of it or I don't think of it in terms of big swings. We got to adjust. Prices have dropped more than half and it looks like, as I've said earlier that oil is trying to find a bottom. I don't watch it everyday, but I don't get much excited about what's happening, and I don't think energy companies. We just got to see how this thing washes out. In the meantime, our customers are going to go through a period of time, where as we move through this and get into the current prices, there is still a little tightness in borrowing basis with existing customers. And as this supply and demand starts to balance out in the fourth quarter, you will see this adjustment. So I wouldn't expect a big change in the second quarter. I think flat is very good and certainly I would say to like we saw in the first quarter, the opportunity really lies in those customers that we've always wanted to bank and see opportunities to pick them up.

And then you mentioned the reserve actually increased slightly this quarter that was kind of specific to the oil price decline. And then last quarter, I know you mentioned the energy reserve level was around 10% of your total reserve, that's around 55 bps. Where does that reserve specific to the energy book stand today?

Its stands at about little over 17%, I think it's about $18 million.

The next question is from Jennifer Demba from SunTrust.

Sorry, if you may have already covered this, but how far you through your redetermination season at this point?

You're talking about looking at all the energy loans and repricing? We're probably about 50%. But I would say to you, because of what I've said, we did in the first quarter talking to 90% of our customers, and again, visiting with them in March and/or the April, we know pretty much where they are. And the hedges are still are an important factor. And I think you're going to see the real -- you're going to see a lot more this summer, but certainly in the fall you will continue to see how you go through this adjustment period. That's when we'll know at the end. But the new production costs are much lower. I've read a number of articles on cost improvement, and you're seeing in some sectors that cost -- I always think of cost of about $8 million cost of well by the time you drill it, frac it and complete it. You're seeing some examples of that coming down to $4.5 million or $5 million. And so I don't think we can underestimate the mother of invention of what technology we saw, what technology did to fracking, and we will continue to see improvements in cost.

Your next question is from Steven Alexopoulos from JPMorgan.

Maybe to follow-up on the spring redetermination being halfway through, what's been the average decline that you have seen so far from the fall period?

There is a lot of moving parts to this thing. So it's hard to say, two and two isn't four. Certainly, what you're seeing is you've come off of a big drilling time and that's dropped and so what you see is a lot more value in the reserves, and you see prices down. And you see hedges still carrying you through. So it's like I said there are a lot of -- some are flat, kindly take all of those factors, some are 15% down, and so there is not a simple answer to what you said, but what you're observing is it's pretty rational.

Like most of the other banks have talked about reduction in the 10% to call it 12% range. Do you think baking everything in the cake maybe you're coming out a little bit better than that, is that what I'm hearing?

You're slicing the cheese awful thin. I've said 15%, and with some of them, I wouldn't come to that conclusion. There are just too many variables in that regard. But I think everything is pretty much in line.

Is that what drove the increase in the risk rate 10 and 11 credits?

Really, the formula, which we talk a lot about the formula, it's working like it should. And anytime you -- I've said, we went from $6 million to $59 million in the 10s and 11s. And that's going to have an effect. And so the reserve is really related to the formula, and yes, it's working.

Maybe to talk for a minute on commercial real estate. Can you share what percent of your commercial real estate book would be for Houston properties, maybe more specifically office?

While we're trying to find an exact number with you, let me say to you that in regard to apartments, I think what you would see across the state is you see the merchant builders, start to back up a little bit, which is really healthy. You're seeing some individual opportunities that are still good opportunities. So you ask me about what Houston of commercial real estate commitments.

Yes, specifically office?

Commitments overall and Houston are about 20% of our commitments. And office buildings are about $159 million or about 20% of the total of $804 million.

And then finally, I just want to follow-up on your commentary about customers paying off loans early. Is this just cautiousness on the economy? Is it related to the competitive environment you talked about, just better deals elsewhere without guarantees et cetera?

No. I don't think it's in the latter part. It's about companies selling is the biggest factor in that regard. We can't forget that, before we got into this oil price, there was too much money chasing too few deals. What I've been surprised about is that there is even more funds trying to buy opportunities of all types. And so there is a lot of Wall Street money sitting on the sidelines still looking for yield and offering companies a big price for their company, which is were most of it's coming from. We're not really seeing a lot moving to permanent lenders, and so it's mainly in the acquisitions and lots of money chase into few deals, driving up prices for companies.

Then just one final one. I want to understand this. I would have thought, with the economy softening a bit, that some of the outer market banks might be pulling out of the market, they don't have as much experience as the banks headquartered in Texas, which would soften the competitive environment. So when you're looking at new loan opportunities, does it tend to be across the board, not really anybody pulling out of the market, just everybody trying to make up for a lack of energy growth?

There is nobody pulling out of the market. Look at the statistics. Everybody still wants to be in Texas. We still got 4.4% unemployment versus nation's 5.5%. If you read the press, you would think Texas is fallen off in the Gulf of Mexico, but the reality it's still a very strong pro business market and lots of opportunities. Still the number one export state, and we'll remain that way even with the strong dollar. There is a lot happening that's very positive.

So basically everybody is trying to do what you're doing and get that customer that they always wanted, right?

The next question is from Brady Gailey from KBW.

My question is on the duration of the bond portfolio. Over the last two to three quarters we've seen that duration move up from 4 years to 4.4 years last quarter. Now, it's 4.7 years, which is just a little surprising to see, as we near the time where rates are going to start to increase. Can you just talk about why the duration has been expanding over the last two or three quarters?

Brady, it's been expanding for the last seven years as we waited for interest rates to increase. It's increasing because we buy investments in the place in the market where we feel there is value, and we continue to do that. In the municipal side, we saw I think a big thing though. When you look last quarter, remember the swap was coming off, we've said for a long time that we wanted to replace that with that notional maturity with actual liquidity that we built up over time into our balance sheet. So we had a fairly sizeable increase in our municipal purchases in the fourth quarter, as you recall $700 million or so, and that probably had an impact just because of the durations on those things. So I would say replacing the swap had an impact and that I don't you'll see the same relative increase in duration. You're going to see some. But it depends on what happens with maturities and all. We're getting a lot of calls on refinancing on these munis. But what I like to not be in the bond market at all, some times, yes, I would like to not be in it, but we're in business, we're growing deposits, it's an important asset class to us, and we'll continue to invest over time. I think that the thing to keep in mind that we always look at, it's not just the portfolio, but we look at what is the duration that we've got available to spin within our balance sheet. And we're still solidly asset-sensitive. We still maintain over $3 billion in day money in terms of our fed account. So we'll continue to see liquidity roll in. And we're keeping an eye on that. And as I said, I don't think that we're not going to have the same level of municipal purchases this year as we had last year. And hopefully, we'll see loan volumes as economy continues to grow over time, it will take the place of some these investments.

And when you look at deposit growth, you all have had years of great deposit growth, but as we get towards a higher rate environment, how do you think deposits will react? I mean, do you think that you could actually see some net deposit outflows, or do you think it's more, the growth and the deposit rate will fall from where it's been over the last three, four, five years?

I definitely think it will fall. I'm not sure if they will drop. And as we said before, historically we had when we saw rates go up there, there's 1% before the Greenspan, we saw rates go up there and we had great deposit growth during that low period of time, particularly in demand deposits. So we expect it to fall and went flat, went flat. And it went, because we did such a good job of growing relationships. I think we still -- this quarter we had our growth year-over-year was half in new customers and half in net augmentation on customers that we currently have. So I think we can continue to do a good job with relationships and we're growing 5%, let's say, or growing 50% from new customers. We've got an opportunity to offset the increase in diminishment that is clearly going to happen. And the question is how much of either do you have. So I tend to think more of a flattening, but we could see some decline. But I would tend to think maybe flattening, and that's once rates really begin to go up and not see, just a small increases.

You know, I might just to add to what Phil is saying. And we've said over and over, don't forget about the mix and how much demand we have, which is a longer sales cycle and that's something you can't do overnight. And it's really important. And just to give you an example of how we think, if you look at WNB, you heard the numbers when we made the acquisition. We had $671 million in loans. Today we have $688 million. And in acquisition we had $1.624 billion in deposits and today we have $1.195 b33illion, and you say, my gosh, what happened. Well, first of all, a few days before the acquisition, a company sold that built the deposits of $300 million. And it was just there for a week at the longest. And so that took $300 million off. And, secondly, in regard to how we think about things, they had about $300 million in broker MMA product, which we don't really use. And so we've moved that out over time, and there is a little over $200 million of that has moved out. Some of it's gone in our investment. A lot of it's gone to other type of investments. And so think of our deposit base as a long-term sales cycle with that mix where it is.

Your next question is from Emlen Harmon from Jefferies.

This is Travis Potts on for Emlen. So just talking about, you said muni build is going to slow this year. How should we be thinking about the impact that will have on tax rate. Are we going to see it sort of flip up this year and any color going forward?

I would say that the effective tax rate that you saw for the first quarter is our expectation for the year.

So it stays pretty stable. And then, you mentioned it was about $900,000 in OREO gains this quarter or that was a increase year-over-year? Do you have the dollar amount that was, what the impact was in 1Q?

I think that was the bulk of the gain, to be quite honest with you, with one transaction and really with the amount in the quarter and they represented increase from the prior year.

Your next question is from Ebrahim Poonawala from Bank of America.

All of my question have been asked and answered.

Thank you.

Your next question is from Brett Rabatin from Piper Jaffray.

Wanted to go back to credit and thinking about the provision going forward. Would you guys anticipate additional reserve building and sort of how do you think about the reserves, especially with energy. Did you guys feel like you really took a hard look at that portfolio, and in the first quarter have made everything -- have done everything you need to do or do you think you'll have to maybe add to the reserve in that portfolio, as you move through the year?

Well, first of all, anybody that can predict the future and know everything is going to happen is going to be wrong. Remember what I have said, the provision was increased because of the formula, and it relates to classifications and all the other stuff. So it's just consistent with that. I also said, that I can't predict a surprise, because that's the definition of a surprise. It's something you don't know. And I don't think you can build for what to build. At the time anybody thinks they do, they don't have enough or whatever. So it's going to work. It's working like it should.

And then I guess the other thing I was curious about was you guys had mention that April you're seeing continued growth in the loan portfolio, but also the payoffs have been making you run faster to grow the portfolio like you have. Are the payoffs that you guys -- I guess, a, do you think the payoffs are elevated relative to where they are in the past few quarters? And, b, do you think that might subside as you maybe work through some loans that are better at higher lending spreads?

Let's remember what I said, I said that payoffs are running at higher rate in the first quarter 2015 than they ran in 2014. And as I discussed earlier that really come in from company sell in and that sort of thing. We in our slides of projecting out, where I said that, I thought we'd have a run rate loan growth in the second quarter that where we're going, that takes into consideration historical payoffs. And so your guess is as good as mine, but I think we will plug along and we're going to work hard bringing in new customers and it's harder, because of competition, but we'll get our share. And I don't know whether more companies are going to sell or less companies, but we pretty much projected about what historical numbers have been. And I think that's about as good as you can get.

Your next question is from the John Moran from Macquarie Capital.

Two kind of housekeeping ones, and apologies if I missed this, but the services versus E&P split in the energy book, I think was 60%, 40%. Is that still the same?

I think it's about 70%, 30%.

And then I have written it down twice and I think I have different numbers. But the 10 and 11 grades, the adverse migration, it went from $6 million to $59 million, is that correct?

That is correct.

And is that just energy credits or is that the entire loan book 10, 11 grades?

That is just energy and all the others were pretty stable, all the categories.

And so 50% through redeterminations, so you'd expect then to see some additional migration into those buckets as the year goes forward, if I'm reading you right.

Well, let me say this, not so much redetermination, certainly that's a factor. But what you're going to have is as the hedges roll off and as you certainly see how much new production versus the other, and where prices and all those various factors, I think it will get a little tighter, but not serious problems. But that's what could increase these numbers somewhat. Let me kind of explain it this way. What you've got is when you get a little over your borrowing base, you're going to increase these numbers. But then you could say to me, well then, does that mean loss are moving to a worse category, not really. Because then what you're looking at is the other assets of the borrower to help bridge, are they going to put more capital, we see funds putting in new capital to bridge over this period of time, we see individuals that have substantial net worth and marketable securities or those kinds of things. So this thing is going to bubble up a little bit, as those factors start to happen, and then it will start to come down probably in the fourth quarter.

And then, I guess, one for Jerry, just kind of a housekeeping one on OpEx. The employee benefit line, I think in the press release you guys called out $1.3 million or so impacted by lower discount rates and actuarial assumptions. Is that a one-time kind of catch up or is that something that's going to be in that run rate going forward here?

That is in that run rate all year. And we'll have that additional $1.3 million in additional expense compared to the prior year for each of the four quarters.

The next question is from Jon Arfstrom from RBC Capital Markets.

A couple things here. In terms of the Midland/Odessa exposure, I appreciate the update on the loan growth balances. But what kind of growth are you expecting from here? Is this relatively flat lined or do you still expect to see growth from those markets?

I expect it's going to be good growth. You're going to have obviously weakness in energy side of it. But also remember this, why did we buy WNB? We bought it because of the people and their history of going through the downturns, and we're very pleased. It's proven out to be a great staff. And so the other thing that you got to remember that we're seeing happening from a loan growth standpoint is bringing our leasing product, which they didn't have. Our public finance, which we're seeing opportunities in schools and churches and hospitals, and those types of thing in the public finance. And so leveraging this in a $25 billion company with all the products we have, gives us an opportunity to bring ability that they never had before. So I think there is a lot of opportunity in that regard. And one of the biggest opportunities is in the wealth business, which as you know, we've got this $30 billion-plus wealth advisory business, and starting to build that staff out there and see a lot of opportunities over there, because as I said to you, it's right in the middle of that. They have the highest per capita income in the United States. And so there is a lot of wealth that's been created and we see opportunity in that regard.

Jerry, the comment on the comfort with the current consensus numbers, is the assumptions that provisions remain relatively flat from here?

We really don't give that level of detailed guidance, Jon.

All right. I guess we can draw our own conclusions on that. And then, Dick, a question for you non-energy related, and kind of a follow-up on Brady's question. But before energy, we use to talk more about Reg Q and compensation on deposits, and what might happen when rates finally rise. Can you give us some updated thoughts on that?

You're talking about what the profitability from increase in rates.

Jon, say that question one more time, we'll make sure --

In terms of compensation on commercial deposits, before we get energy to talk about the teams, like you had some different asset sensitivity commentary than some of your peers, and I think the expectation was that once rate starts to rise the commercial customers are going to ask for more compensation. And I'm just curious, if you had any updated thoughts on that?

I see what you're saying now. I'll just say that for a long time we've had in our disclosure for our sensitivity to interest rates as far as our net interest income sensitivity that we're fairly aggressive and conservative, I'll say, in terms of the movement and interest paid on commercial demand deposits, because again we want to be conservative. And if the market says that they are going to pay aggressively on there, we'll compete. We're in the marketplace. We're somewhat asset sensitive in the 12-month period in that analysis. If that happens, if it's more of an administered rate, we're much more asset sensitive. And I would say that our take on the market probably right now is not going to be very aggressive pricing. I think there will be some movement and we're planning on some movement up in rates. But either the two, we're still asset sensitive. We're much more asset sensitive, if you have more of an administered rate.

There are no further questions at this time. I will turn the call back over to Dick Evans for closing remarks. End of Q&A

Thank you for your interest and support of Cullen/Frost. This concludes our first quarter 2015 conference call.