Good morning. My name is Rob, and I will be your conference operator today. At this time, I would like to welcome everyone to the Cullen/Frost Bankers First Quarter Earnings Call. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question-and-answer session. [Operator Instructions] Thank you. Mr. Greg Parker, Executive Vice President and Director of Investor Relations, you may begin your conference.

Thank you, Rob. This morning’s conference call will be led by Phil Green, Chairman and CEO; and Jerry Salinas, Group Executive Vice President and CFO. Before I turn the call over to 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 the Investor Relations department at 210-220-5632. At this time, I’ll turn the call over to Phil.

Thank you, Greg. Good morning and thanks for joining us. Today, I will review first quarter 2016 results for Cullen/Frost. Our Chief Financial Officer, Jerry Salinas, will provide additional comments about our performance and our outlook before we open it up for questions. Our first quarter earnings of $1.07 a share were down slightly from $1.10 last year, but we’re up sharply from the $0.90 reported in the previous quarter, several factors significantly affected the quarter. Regulators unveiled a new bright line leverage tests on the shared national credit exam for E&P companies. The test is based on the ratio of total company debt to all types of cash flow or of all debt – debt of all types to cash flow and to EBITDA and very significantly impacted their review of credits. It was also a big change from the guidance, which they’ve given in previous years regarding collateral coverage. We recognized additional provisions for the quarter under this new criteria. We also applied this new more stringent criteria of debt-to-EBITDA to our non-shared national credit energy portfolio resulting in higher classifications and provisions. We also changed our underwriting criteria to recognize the new guidance for new deals. As oil prices dropped sharply during the quarter to the mid 20s, we booked additional provisions to set aside specific reserves for some affected credits. At the same time, we reduce our energy – at the same time, we reduce our exposure to energy and our municipal portfolio by selling $444 million in non-insured bonds from energy intensive economies and replacing with PSF insured securities. The sale of these municipal securities resulted in the gain of $12 million while improving the overall quality of the portfolio. Energy seems over shed all our discussions these days and I will discuss our energy…

Thank you Phil. I am going to give some information on the Texas economy then I’ll give some additional color on our financial performance before closing with an update on 2016 guidance. I will then turn the call back over to Phil for questions. Looking at the Texas economy the Dallas Fed is projecting 1% increase in job growth in 2016, up slightly from their previous projection of 0.7%. The Texas unemployment rate stayed steady at 4.3% that level continues to be lower than the U.S. unemployment rate which ticked up to 5%. Looking at industry sectors, eight of the states 11 industry sectors grew during the first quarter. Leisure and Hospitality was up 5.5%. Education and Health services was up 4.1%. Trade, Transportation and Utilities climbed 2.5%. The three declining sectors as you might expect were Oil and Gas Extraction, down 24.6%, Construction down 5.2% and Manufacturing down 2.6%. As a side note Oil and Gas Extraction accounts for less than 2% of Texas jobs. Looking at some of our markets, Dallas-Fort Worth has corporate relocations and expansions including Toyota, State Farm, FedEx, Liberty Mutual, Amazon, etcetra that are adding tens of thousands of jobs to the Metroplex economy. Austin also remains hot with an employment rate of 3.1%. Despite the ongoing downturn in energy, Houston's economy is performing better than originally projected. Health, leisure and hospitality and retail are helping to soften the impact of lower oil prices on the local economy and according to the Dallas Fed it is the San Antonio region expanded faster in the first quarter than any other major Texas Metro area adding jobs near last year pace of 3.2% and that growth kind of was broad-based. Looking at our financial performance, our net interest margin for the quarter was 3.58%. Up 15…

Thanks, Jerry. We’ll now open up the call for questions.

[Operator Instructions] And your first question comes from the line of Brady Gailey from KBW. Your line is open.

Hey, good morning, guys.

Good morning, Brady.

Good morning, Brady.

Sorry if I missed it, but where did total energy balances end on a period in basis in 1Q?

It was $1.656 billion.

Okay. And then you said you had roughly a 5.1% reserve against that, so $85 million. So if you look at the reserve outside of energy, so you strip out the $85 million and strip out the energy loans, the non-energy reserve by my math continues to trend down here. This quarter it looks like finished around 78 basis points. Do you think that that reserve will need to trend higher just as we continue to exist through this downturn in Texas?

Not necessarily. We're not seeing much if any contagion in the portfolio right now. And so I would not expect that to happen from a contagion basis as far as the reserve itself, I mean, any and all of the reserve stands ready be against all loans even though we've specifically noted the $85 million related to energy. So, and if you look at the performance of the portfolio, and how it's doing with regard to classified levels et cetera, it's extremely strong. So we feel the good reserve as it stands today.

Okay. And then you saw some nice margin expansion in Q1. How do you think the margin trends from here and out? Do you expect that loan yields will continue to tick up and at the margin could potentially see some more growth as we get into the rest of 2016?

I guess what I'd say Brady is that certainly we don't give a lot of specific guidance, but what I would say is certainly that’s an interest margin percentage, is going to be dependent on what happens in deposit flows for example depending – that will results in how much balance as we keep at the fed. I'll say from a loan pricing standpoint, that's still competitive. The prime increase when in at the end of December so the full impact within the quarter, so I wouldn't necessarily see a lot of potential for increases in the net interest margin percentage. I would tend to say that it would probably stay where it’s at or trend a little bit lower.

Okay. And then lastly from me on deposit cost. Are you feeling any pressure to pass along any of the 25 basis point bump we got?

No, we’re not. We have not seen any movement on the – particularly the major players in the market as a result of that change. And we are not seeing any pressure on moving that up at this time.

Great. Thank you, guys.

You’re welcome.

Your next question comes from the line of Steven Alexopoulos from JPMorgan. Your line is open.

Hey, good morning, everybody.

Good morning.

Good morning, Steven.

Wanted to start, I think you guys said that the Grade 10 balances are $225 million, is that correct?

Are you talking about for energy?

Yes, a special mention.

Grade 10 would be – in total would be $276 million, no, it’s like $277 million.

Okay. And then what were the classified balances in the quarter, again with energy?

Energy classifieds, well, you'd have to add Grade 11 and 12, I have do a little math here for a second, say, $280 million, say just under $290 million.

$290 million, okay. Okay, that's helpful. And then could you talk about where are the energy commitments? What was the balance there? And can you talk about the draw downs that you might have seen in the quarter?

Where are the commitments? Let's see, we are about 54% committed as I recall in terms of the E&P portfolio.

The unfunded commitment were about $1.3 billion at the end of the quarter.

$1.3 billion. Okay, that’s helpful. And then on the non-performing asset increase around $94 million. How much of that was related to shared national credits, and I don't know if you commented what percent of this SNC exam results were included in the first quarter?

Well, all of the SNC exam results were included in the first quarter.

Okay.

There were – of the three credits we're talking about, there were two of those were shared national credits, one was not shared.

Got it. Great. And then just one final one. You guys said you had sold securities and energy intensive industries. Could you share what's the balance remaining that are still in the energy intensive industries?

There aren't any.

So you sold it all?

None that are non-insured.

Okay, I got you. Okay, thanks for all the questions.

You’re welcome.

Your next question comes from line of Steve Moss from Evercore. Your line is open.

Steve?

Sorry about that. Good morning.

Good morning.

With regard to touching back on energy here, just wanted to get a little more color around the non-performing loans, what type of loans they are, and kind of what workout you expect for those loans?

Well, they’re E&P loans, all three of them. They are working through the issues right now as you'd expect. I would say in general have good property sense but they have high debt. I know in one case is really got good operating cost. It's in a great property set. It had a situation where it had a tranche that was maturing of debt they couldn’t get it worked out. It was right at the low point of commodity prices in the first quarter. Also it had impacted their when prices went down that low that was when they redetermination was done. So a lot of factors came to bear at one time and impacted them. So that will be worked out overtime. There are options for that as far as they are proposing a workout and we’re also looking at secondary markets as an option for that borrower. Others were situations where there were equity kicked in and there was time extended and forbearance that was given by us. They are working through their problems, and should be covered for the next couple years. I would say in general the thing is if you've got high leverage and high operating cost those would be a characteristic of the ones we saw in the first quarter that went non-performing.

Okay. Sorry to ask, what basins are they in?

One second. Mainly Permian may be Marcellus one in there as well.

Could you disclose what the specific reserves are to the energy NPLs?

Hang on just one second. I’ll just try and give you a little more visibility. On the reserve related to the energy non-performers would be about a little over $28 million.

Okay. And then you mentioned a change in underwriting stands for energy. Just wondering how much tighter are the new guidelines relative to your old underwriting practices ? And how you think about the business going forward with regard to the new standards.

Yes I think the thing to say is they are different. It's one aspect of it we are still underwriting with the old criteria with regard to property values, borrowing basis, percentages of that, et cetera. It introduces another factor when you are dealing with cash flow when it's four times debt to EBITDA and so you will run your analyses and you will look and see what the cash flow of the deal is as it goes forward. And I think that will have the effect, not just with us but the industry of reducing liquidity somewhat in the industry. But you got to remember, we consider character and experience first in terms of our underwriting. But that's the arithmetic of the impact on the cash flow.

Got it. And I guess one last question if I could. Turning to the securities book, given a lot of moving parts wondering what the yield was at quarter end?

You are talking about, excuse me for the fourth quarter you are talking about in the month of December.

Month of March, I'm sorry.

Month of March, a second. Let me get that for you. Looks like we were at 406.

Okay thank you very much.

One clarification. Steve are you still there?

Yes.

Just one clarification on the specific reserves, they were – for energy were 27,450.

Okay, thanks.

Sure.

Your next question comes from the line of Emlen Harmon from Jefferies. Your line is open.

Hey good morning guys.

Good morning.

Jerry a quick question on the NIM, I mean would you expect margin to react similarly to any additional action that we get from the Fed? I did notice the non-interest-bearing deposits were down quarter-over-quarter. I know there can be a seasonal effect there. Just be curious your perspective on how much of that was seasonal versus rate seeking behavior on the part of depositors [ph].

At this point, excuse me, we haven't heard anything that is going to lead us to believe that there is a lot of rate searching going on. I think that from our standpoint what we are seeing from a fourth quarter to first quarter looked almost all seasonal to us.

Okay.

As first future rate increases obviously a lot of it will depend on what happens with deposit pricing. We said we are competitive with the market, so a lot of it will depend on what happens in the market on deposits.

Got you. Thanks. And then just on the EPS expectation for the year. What are you assuming for rates within that?

We are assuming one rate increase late in the year in December. It is not having a big impact on our [indiscernible].

Got it. Okay, thanks a lot, thanks for taking the questions.

Sure.

Your next question comes from the line of Brett Rabatin from Piper Jaffray. Your line is open.

Hi guys, good morning.

Hi Brett.

Waned to – I don't know if you guys have a handy but the gross income on [indiscernible] revenue, interest and expense would you happen to have a handy?

Would you repeat that one time Brett?

The net interest income, the components of that interesting come and interest expense.

Are you looking for…

The key…

Are you looking for TE or non-TE [ph]?

Actually both if you had it.

TE net interest income for the quarter was $232 million.

Okay I’ll go back into the…

And non-TE was right at $189.7 [ph].

Okay. And then I joined a few minutes late but I did hear you talk about new line activity being up 8% year-over-year and commitments being up 7% and I know payoffs are hard to kind of gauge, but how do we think about the loan growth expectations for the year? You guys grew about 4.5% last year. Can you have a little bit of loan growth for the next few quarters?

Well I think you can have energy continue to decline given the environment, so we will have that factor. But our expectations that we will continue to see loan growth because people working hard, making lots of calls, and any time you see the pipeline increase like that, we will expect to be successful moving forward. So we will expect to continue to post loan growth through the rest of this year.

Okay. And the other thing was just seasonal expense and personal in the first quarter would it be fair to assume 2Q you have a $2 million or so decline in personal?

Well, some of that of course is going to be related to incentive compensation, but I guess all things being equal, yes, you may see – hold on here just a second. I would think that what I'm looking at is I wouldn't expect that there would be a material difference between the first and the second quarter.

Okay. Great, thanks for the color.

Okay.

And your next question comes from the line of John Moran from Macquarie Capital. Your line is open.

Hey, good morning.

Good morning, Moran.

Just curious I know you mentioned in the prepared remarks this bring redetermination not expected to have any kind of material impact going forward. I’m wondering and I know it's early on but at this point how much of it are you through and what do the declines look like in terms of commitments based on what you are seeing so far?

I would say, we are probably 90% through the public ones. And probably overall we are, say over 60% through overall. I'd say the declines are 20% to 25% from the previous determinations. But we have – you've got a couple things going on we’ve got the new standard that we applied with regard to debt to EBITDA picked up companies and then also we've been evaluating, shocking and analyzing our portfolio and our borrowers as we’ve gone along so we don’t wait until the redetermination happens to adjust things.

Got you. The other one I had actually two others, real quick one and housekeeping one on the loan yields up 14 basis points that was pretty clean. There was no sort of noise in that number?

No. Pretty clean.

Okay. And then I think – I apologize if I missed this one I jumped on, just to touch this. But the last quarter you guys gave us a pretty good update on Houston commercial real estate exposures and multifamily. I was wondering if that was provided.

Actually we didn't, but I can address that now. First of all, outstanding in Houston real estate commercial real estate are about $760 million. We are down about $120 million as I recall from the previous quarter which was some payoffs we had, people moving into permanent financing. So we are disappointed to see that but I’d say in commitments overall we have roughly $1 billion in commercial real estate commitments in Houston. The areas that people are most interested in, if we looked at some of those office buildings if you look at commitments of that, say $1 billion, we have $188 million in commitments on office buildings we’ve got basically an average note size of $2.1 million. We have three loans over $10 million none of those are related to energy. We have two borrowers who are – we define as problem credits which are again risk rate ten or higher that’s in another parlance that’s a special mention or higher. Two problems there a total debt for both of those is $1.5 million and both of those were classified before the energy declines happened so we don't have any office buildings that are a result of lower energy prices as far as multifamily, we’ve basically got 12 projects there. Our largest is a $32 million project but it’s in Austin, Texas. It is student housing its not related to Houston. We’ve got some if you look at the strictly Houston related projects, of the $101 million in commitments for multifamily, we basically only got $50 million that are extended to typical apartment projects in the Houston area. We have only one problem loan there it’s for $600,000. Our largest project there is a $28 million project that is doing very well, it’s actually in the Katy area…

Got it. Yes, thanks very much. That’s terrific detail. Thank you.

You’re welcome.

[Operator Instructions] Your next question comes from the line of Peter Winter from Sterne Agee. Your line is open.

Thanks, good morning. So I’m just curious, now that you've Chairman and CEO get retiring, you've had a couple months, do you see any changes to the business strategy or some things that you do differently than the way the company was run?

Well, first of all what we’re going to do is stay true to the culture that we've had for 150 years. That's way Dick ran and that's way Tom Frost ran it before him and others before him and that’s what we were going to continue to do and we’ll – and that mission is 21 words. We will grow and prosper building long-term relationships based on top quality service, high ethical standards, and safe, sound assets, so we’re going to keep the ball squarely in the middle of that fairway. I’ll tell you Peter, the thing that we’re going to do is we continue to grow the business. And I think Dick did a great job of that. We’re going to continue to do it. I will be honest, we spend a lot of time talking about energy and dealing with energy. But again, as I said earlier, I don’t – really don’t think it ought to define us because of what we’re doing and the success we’re having in other areas and just growing the business. Frankly don’t wake up in the morning, thinking the first thing about the business being energy. We’re doing a great job there. We’ve got great people. We’re working our plan through cyclical business there. The first thing I think about is how we create even better customer experiences and that we’re world-class at it today and you can see it through the third-party recognition that we’ve got, but we need to better and we are going to be better. And I think about how can we get more people who are non-customers in the State of Texas to consider Frost as a viable alternative to the – too big to fail, frankly, and they should because we are and we will provide a better experience for them. And as we crack the code on becoming a more and more viable candidate and given the response of the market to our value proposition and our retention rates, I’m extremely optimistic about what this company can do going forward.

Okay. And then just one housekeeping on the tax rate, it was a little bit lower than what we have seen in the last couple of quarters and I am just wondering what type of tax rate we should think about going forward?

You know, excuse me, the tax rate that we have for the first quarter would be our best estimate at this time. I think we were like at 12.06% based on our current assumptions that’s – that’s a good effective tax rate to use.

Okay, thank you.

There are no further questions at this time. I will turn the call back to Mr. Green for closing remarks.

Well, we’re going to thank you very much for participating in the call today. That will end our call. Thank you.

Ladies and gentlemen, thank you for your participation. This concludes today’s conference call. You may now disconnect.