My name is Heidi and I will be facilitating the audio portion of today's interactive broadcast. At this time, I would like to welcome everyone to the Cullen/Frost Second Quarter Earnings Conference Call. [Operator Instructions]. I would now like to turn today's call over to Mr. Greg Parker, Executive Vice President and Director of Investor Relations. Mr. Parker, you may begin.

Thank you, Heidi. This morning's conference call will be led by Phil Green, Chairman CEO; and Jerry Salinas, Group's 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 and good morning and thanks for joining us. Today I'll review second quarter 2017 results for Cullen/Frost and our Chief Financial Officer, Jerry Salinas, will also provide additional comments and give insights into our outlook before we open it up to your question. In second quarter, Cullen/Frost earned $1.29 a share. And that compared to $1.11 same quarter of last year and $1.28 in the first quarter of this year. And our second quarter results represented a steady continuance of the momentum we built coming out in the second half of 2016. During the second quarter, average loans were $12.3 billion, up more than 6% from the second quarter of last year and on a linked quarter annualized basis, at the end of the second quarter, loans were up more than 10%. Our provision for loan losses was $8.4 million in the second quarter, down from the $9.2 million reported in the second quarter of 2016. Nonperforming assets totaled $90.2 million in the second quarter, down by more than $28 million from the first quarter and this quarter-to quarter improvement was primarily due to a combination of energy resolutions and charge-offs. Net charge-offs in the second quarter of 2017 were $11.9 million compared with $7.9 million in the previous quarter and $21.4 million in the second quarter of 2016. Annualized net charge-offs represent 39 basis points of average loans for the second quarter. And 1 previously nonaccrual energy credit accounted for $6 million of second quarter charge-offs. Overall, delinquencies for accruing loans at the end of the second quarter were only 58 basis points of period end loans which is the second lowest level of the delinquencies over the past 8 quarters. Total problem loans as we define as risk grade 10 and higher fell by about…

Thank you, Phil. I'm going to make some general comments about the Texas economy. Then I'll get some additional information about our financial performance for the quarter before updating our 2017 guidance. I'll then turn the call back over to Phil for questions. The Texas economy strengthened in June with job growth and lower unemployment. The Dallas Fed reported that job growth in the second quarter was an annualized 2.8%. Additionally, Texas employment expanded at an annualized 3.6% in June, well above its long-running 2% average. Texas unemployment, while slightly higher than the national average due to a sharp increase in the state's workforce, is down from 5% in March to 4.6% in June. Looking at the individual markets. The Dallas/Fort Worth labor market remains tight. June unemployment in Dallas was 3.8% while the Fort Worth unemployment rate declined to 4.5%. In the first half of 2017, Fort Worth jobs grew at an annualized 2.7% and is now leads all Texas metro areas in job growth. Austin continues to expand at a slow to moderate pace. Annualized job growth was 1.9% in June with the very tight labor market. Over the previous 3 months, most sector added jobs. The fastest growth was in electronic parts and machinery production, finance, healthcare and state government. Austin's unemployment rate in June was 2.9%, the lowest in the state. San Antonio employment grew at an annualized 1.4% in June. Growth over the past 3 months was strongest in construction, mining, professional services and healthcare. San Antonio's unemployment rate was 4% in June. The leading indicators from the Dallas feds suggest a stronger growth in San Antonio in the second half of the year. The outlook for Houston is cautiously optimistic. The energy sector in Houston continues to improve. Mining related employment grew nearly 8,000…

Thank you, Jerry. Now we'll open up the call for questions.

[Operator Instructions]. Your first question comes from the line of John Pancari from Evercore ISI.

This is Rahul Patil on behalf of John. So question on expenses. If I exclude the card fraud losses of $1.4 million this quarter, the efficiency ratio came in at around 55%. It was better than recent quarters. How should we think about the efficiency ratio in the second half of this year and in 2018? Just trying to get a sense of what do you perceive to be an optimal ratio or range for the bank to operate over the long term?

I guess, I'd say on the efficiency ratio, you're right. We did have some improvement in that ratio. Obviously, driven by the higher -- increase in revenues. I'll start by just talking about the expense run rate for the quarter. We have been now for the last couple of quarters right around that $188 million level. The way I look at expenses for the rest of the quarter, I think that there's been a lot of movement between the categories. And I do expect that our run rate for the rest of the year will probably be around there with some small increases as we see some additions for technology, but we could also be impacted by higher revenues in the case of some of those commission businesses as we pay higher salaries for higher revenues. So that could drive the expense number somewhat higher. But I do think that, that efficiency ratio in that $55 range would be kind of what we're looking at.

Okay. And then just a question on your branch network. I know last quarter you talked about opening additional branches in 2017 but at a slower pace compared to last year. Could you talk about your updated thoughts on that front? Are you contemplating Lenovo expansion beyond the current footprint? And then separately, maybe just update us on your hiring efforts. Which markets are you currently focusing on?

With regard to branch expansion, primarily we're doing in the major markets and markets that we're already in. And we'll continue to do that. On an opportunistic basis, we'll take a look at other markets if it makes sense. But those would be at this point, more one-off deals. But we continue to expand in great markets that we're in. We're going to continue to do that.

Your next question comes from the line of Brady Gailey from KBW.

It's Mike Belmes in for Brady. Had a quick question on loan growth. Continue to see nice loan growth. Do you think high single digits, low double digits is kind of the right way to think about it going forward? And maybe a little color around what categories, geographies do you think are going to be driving future loan growth?

I believe that it's been a consistent story over the last few quarters for our loan growth. And that story's really been broad based growth and it's been in all of our markets. So I wouldn't see any change in that. We've had somewhere in, I would say high single digits loan growth. We definitely would like to continue that, certainly going to be our goal. I just want to reiterate, I am really proud the job that everyone's done in this core loan portfolio. As many of you know, just by looking at our filings over the years, that core portfolio relationships, $10 million and under was really flat without acquisitions and that was really down a little bit over about an 8-, 9-year period and it was -- used to be 2/3 of the portfolio and it's about 1/2 today. So that portfolio has got to grow in order for us to prudently increase our overall portfolio. And also it's a way to degenerate organic growth, because those relationships turn into the bigger relationships. And so we've been really focused on it. And we've been really successful on it. So I'm really proud of how that growth is going as well.

Agree. It's nice to see the initiatives starting to pay off. I guess, one more question. In terms of deposit pricing, can you maybe give a little bit of color maybe on the commercial side and then on the retail side kind of what you're seeing and then as it relates to your proactive rate increases for your money markets and CDs?

Yes, of course, all our rates are out on our website. Just let me give you a little bit of color. Let me look at, let's say our 12 jumbo CDs. So we were at about -- we were 10 basis points prior to the change, we moved that up to 80 basis points. On CDs under $100,000, we were at 10 basis points and we moved those up to 70 basis points. Looking at our consumer high yield, so everything about $250,000, that would be a consumer and a business high yield both. We do those in the case of consumer from 6 basis points up to 35. And the business high yield from 4 basis points -- excuse me, 8 basis points to 35 on a $250,000 and over.

Your next question comes from the line of Ebrahim Poonawala of BofA Merrill Lynch.

Just one quick follow-up. At the rates that you just quoted and the increase, is that applicable to a new money coming into the bank? Or did that get revised upward for existing customers as well?

Well, I think it has to with the money market deposit account, those all happened all at once to everybody. The CD rate increases in CDs that Jerry gave one example of obviously is a new money thing.

Okay. So the money market is for everybody. And I guess in light of that, as we think about the margin from $370 million into the back half of the year, I would appreciate if you can provide some color in terms of how you see that playing out? Do you expect the June rate hike benefit to essentially get muted because of what the deposit cost strategy?

What I'd would say is, I look at the year-to-date NIM percentage of about 3.67%. And I think that the full year NIM is going to be pretty flat with that.

Understood. And just switching -- I guess you spent some time talking about your consumer strategy. I just wanted get a sense of if that's something that you have refocused on in terms of -- obviously, all you have been focused on consumer. But I'm just wondering as you sort of laid it out there. I was wondering if there's been sort of fine-tuning of the strategy and whether you think there is an opportunity to gain consumer market share either from the big banks or some of the regional competitors? Would love to get your thoughts on how you're thinking about that?

I actually do. I do think we have an opportunity there. And it is. It's not really new. I think you said it right. As I recall, you said kind of a refocusing. We're good at this and we're good at building relationships. Consumer deposits have always been about half of our deposit base. And our culture gives a great value proposition that we've been building, right. As I mentioned, we're lowering barriers to entry because it's great business for us and it's the one we want to grow. The lending side is one-- yes, I think we're focusing on what we're doing there. We've got a great business model, great lenders, our credit dynamics, our credit numbers there I think are outstanding. And we've got the ability to scale that business over what we've done. And just another thing to think about, the consumer portfolio, it's larger than our Energy portfolio. If you look at it as one particular portfolio, it would be the largest portfolio in the bank if you would, as one way to look at it. So we don't want to forget about that. We've got a great value proposition, great people, great lenders. And we just want to do everything we can to leverage our opportunities so that they can continue to add this sustainable above-average organic growth.

And just as a follow up on that, like the consumer real estate, private banking strategy that you talked about, is that sort of led by targeting sort of higher net worth individuals without targeting jumbo mortgages, so to speak? Or is it more broader than that?

Well, we don't do mortgages per se, but we do a lot of home equity, both closed-in and lines of credit. So there's that. We also do, of course, lines of credit in the private banking sector. I think we've done a great job of expanding our private banking offering. Just the overall job we're doing in that market. So those are the products that I think we're seeing grow the fastest and grow the most.

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

I wanted to ask you, you lower the nonperformers this quarter and had some charge-offs. I was hoping you can give us some color on what you managed down the quarter? And just kind of how you see asset quality from here, i.e., can the charge off number kind of normalize down into a slightly lower path in Q2?

Yes, I would think. Because we had the charge-off of the $6 million credit that I mentioned. It was elevated for this quarter. So I would expect it to be down. But remember what I've been saying for a long time about these energy loans, the portfolio is so much stronger than it was before. Our customer base is great. They've done a great job of executing their deleveraging strategy. There's a lot more equity in the business. But just -- there's still a few credits moving through snake. This is just one of those credits that moved through the snake and we have situations where really agent bank got out of it. And when they did and they sold it, everyone pretty much had to take a mark on the sales price of that. And so that's the liquidation, frankly, wouldn't expect it that way, but we just needed to recognize and move on down the road. So that went through the snakes. So our difference probably haven't noted 3 as I look at it that got to move their way through and I don't expect us to be in line with that, particular situations. But they got to move through. But other than those -- again which I don't expect to do the same as the one we just had. I think the rest of the portfolio is doing well. We're going to have some charge-offs and risk some business, but I feel good about what we're doing overall.

I guess, the only thing that I would add, just if you were looking on activity on the nonperformers. Just looking at the non-accruals, for example, those are down like $20 million on a linked quarter basis. And if net charge-offs were around $12 million, you can see that there was obviously quite a bit of things that were results other than those charge-offs in that nonaccrual portfolio.

I appreciate the color on the margin but I was curious if you could give us any color around what you're replacing the $200 million of municipal runoff in 3Q with in terms of yields?

I guess, what I said in my comment is that's where I'd point you to. Look, the best I could tell you at this point, since we're really haven't purchased them yet, is kind of what we have done so far and in the portfolio. So we've been buying I think 4.5% TE yield in the second quarter. And right now, I'd have to say, it's going to be somewhere in that range.

Your next question comes from the line of Scott Valentin from Compass Point.

Just regard to the capital, you guys are sitting at almost 13% CT1. Just wondering, obviously, M&A is a strategy you guys have been very disciplined on, M&A. I'm just wondering maybe some of the things you're looking at to maybe manage that ratio. It seemed well above peers and well above where it could be.

Well, we have strong capital. We will be -- we'll continue to be very disciplined on acquisitions. I agree with you there. We have got $100 million buyback in place right now. Haven't bought anything on it yet. But that's always an option for us and we will employ that as we have the need. What I'd really like to do with the capital is just expand the business, right. I think that our growth has been good. I think that our loan growth has turned and we're showing some consistency there. We want to continue to do that. So I want to make sure that we've got plenty of dry powder to do that and have the money available if we do see an acquisition that makes sense. I sort of like the capital been strong at this point. We're not going to do anything -- we're not doing anything reactionary to be able to, I don't think, right now. Also our dividend is strong.

Fair enough. Just regards to deposit pricing, you mentioned you took deposit rates up. You're still, I would say, more competitive but definitely not a lead repair in the market. But deposits -- end of period deposits were down a little bit link quarter. And wondering whether there's some seasonality there in many deposits when they occur. But also the deposit pricing, was that a reaction to the decline in deposits link quarter?

From a link quarter basis, what I will say is that if they were down, I think if you take down public funds which can tend to be pretty volatile, they were up a little bit. I guess, what I would say is, as Phil mentioned in his comments, we're still opening accounts and bring in new customers on both the consumer side and commercial side of the bank. In our analysis, what we've seen is that we segregate the customers that are augmenting and the customers that are diminishing. So I guess, what I'm inferring is that really the change, if you will, is coming on the existing customers. And for those customers that had been historically augmenting, we're just not seeing as much of an increase there as we had been. And those that are diminishing we're actually seeing increases in diminishment. So I think that from my end of the field, I'd say that deposit pricing wasn't reactionary to that. But we certainly hope that some of this pricing will create additional growth and stability in that portfolio.

Thanks, Jerry. I agree. I'd like to say to it, it wasn't a reaction to anything that happened in the quarter. It is really just getting the sense with that last Fed increase -- and we have been assuming these positive rates are going to go up. It just had to move. And that's just not sustainable for us or for the industry. And I think it's important to just maintain trust with your customer and not hold your breath and wait for the bubble to burst, just got to run the business in a prudent way going forward and do it for the long term. And that's really what we're doing. I'd like to see some growth in our time deposits. Our demand deposit growth has just been I think spectacular. If you look at our compound annual growth rate the last 5 years, our demand deposits -- our checking account growth has had a compound annual growth rate of, I think it's almost 12% or so and that's very strong. But if you look at time deposits, they've grown and particularly money market deposit accounts, they've grown about 5.5% over that period of time. You look more recently, demand deposits have grown, let's say, from 2015 to June say, a little over 8%. Our money market deposit accounts were down about 2%. So it's not huge, but I think one of the things that's beginning to happen is you're seeing nonbank alternatives that are available to customers that I haven't seen before. We just want to be fair with our customers. We just wanted to do the right thing on our value proposition. And look, rates are going to go up and deposits rates are going to go up. And we're not going to be drug kicking and screaming doing that. We want to that in a prudent way. And just manage business for the long term.

I appreciate the color. And just quickly on the Energy portfolio, you guys talked about it's down 11% -- a little over 11% of the portfolio. Do you have the amount of reserves against that portfolio? Does that come down or is it unchanged?

I think it's down a little bit because of the charge-off. Jerry, you have any ...?

Yes, sure, hold on. Give me just a second to see if I can pull this up for you. So our reserve on the Energy portfolio was 61.8% in March, that's down to 54.3% in June. The reserve coverage is 3.85% on that Energy book.

Your next question comes from the line of David Rochester from Deutsche Bank.

On the muni calls you guys were talking about, I appreciate all the color there, but I was just wondering if you were expecting any other calls as you look beyond 3Q or even into 2018 at this point?

I guess, the only thing I would say there, we don't give a lot of guidance going forward. But what I would say is, we're projecting all in, in '17, say $600 million roughly. I will say that our projections right now for '18 don't have anywhere near that level going into '18.

Okay. And on the deposit pricing, you guys gave some great color there. Sorry if I missed this, but have you guys giving any thought to raising your earning credit rate to drive some of that earnings deposit growth as well? Or have you seen any competitors doing that at this point?

We've been increasing it. And I think kind of what we've seen comparatively is probably more of one-off deal in competitive situations and I think that's what the general market sees. But I expect that, that rate would go up just as we continue to see increases in general market rates.

So you guys have increased yours sort of across-the-board versus kind of on a one-off basis for your competitors?

One we did recently we have. I think that's the best way to describe it.

Are you guys more or I guess I would put you above peers then in terms of your earnings credit rate at this point?

What we look at is we're sort of a median of what the posted rates are is what I would describe it. When you look at the "too big to fail" banks, we're pretty much in the median or ACR.

Okay. And just switching to your expense commentary. I just want to make sure I understood. You're talking about growing expenses or I guess, the current expense level you feel comfortable with and that could actually grow a little bit based on your investment activity in the business, is that right?

Yes, that's fair. David, one clarification on that. I just don't want to leave you with the reaction that we weren't expecting any. So obviously, $600 million this year but again not anywhere near that. But certainly we're projecting the calls next year.

Okay. I appreciate that. And then just one last on the tax rate. Is that 16% you mentioned to get base rate to expect outside of any benefits that you guys can get going forward?

Exactly, yes.

Your next question comes from the line of Jennifer Demba from SunTrust.

Just curious on the energy loans. Are you expecting energy loans to be a big contributor to your commercial loan growth in the next several quarters? Or what's your expectation there?

Jennifer, I don't think it will be a big contributor there. We did have some growth overall. And it's kind of a situation where we've seeing good deal flow. And heck, you could probably make it as big as we want to make it to be, but we remain disciplined in what we're doing. We're making sure that we're doing the best properties that it's based upon strong relationships. So I expect it we'll get some growth. And we have got a good pipeline right now. I think the question mark in that portfolio is going to be what do you see in terms of payoffs, because we're seeing a lot of sales -- have been seeing sales from independent operators, particularly if you got Permian products -- Permian acreage because it was so valuable, the #2, it's so expensive to play. If you're going to drill a 2-mile lateral, you have got to put together a lot of acreage and you're talking big prices for that. So a lot of people are moving out on that. But I wouldn't say that it's a big contributor, but I think it should be a contributor. And long term, we want it to be in an appropriate, prudent contributor to our growth.

Your next question comes from the line of Peter Winter from Wedbush Securities.

Big picture question. Loan growth has been coming in better than peers for now a couple of quarters. I'm just wondering, Phil, are you doing anything differently than maybe Dick might have been doing it as you've taken over as CEO?

Well, that's a hypothetical question. We're doing some stuff differently. And I don't know that it'd be any different than Dick would have done had he -- if he was still here. I mean, we're just dealing with the business issues in accords with our culture which is what we have always done. And I just happen to sit in the chair today. But I would say that we're doing some things a little differently. One, we've got a focus on consumer. We've got really good growth rates there. But also we're really working hard on this core portfolio, as I talked about. Our core portfolio really was flat for a number of years. If you read my shareholders letter, I really talk about it in some depth. And we got our lenders focused on this. And some of it's toned right, it's just awareness of it. We've got great people. And when you make them aware of a business objective, they're really good at going after it. And then another thing that we've done is we're really trying to utilize our human capital as effectively as we can. And a example of it I'd give you on that is we're trying to push decision eggs on smaller deals a little closer to the customer. We got great lenders, great senior lenders, great regional presidents and we've given them some loan authority that will allow them to decision a little faster and give a little bit better customer experience and that's been helping us as well. We call that final authority around here. And so it's not any big thing, but it's just a lot of things trying to grow the whole portfolio in a sustainable way. Hope we're doing it above average and certainly make sure it's a good organic growth. Does it make sense?

It does. That's helpful. And just one more question. Can you talk a little bit about what you're seeing in terms of the economy in West Texas and the loan growth there?

Where?

West Texas.

Economy is better. I think our people are doing a good job diversifying the portfolio from what was largely an energy-based portfolio. And they're still doing that, but they're also doing a good job working with the other segments of the economy. It's still slow because while there's a boom aspect to a lot of things going on there. You look at some of the activity of the drilling rigs, level of rigs that they've got there. Another example is, I've heard recently, some of the big operators are bringing frack crews for 2 weeks on and they're putting them up in hotels and giving them a week off. That's new. And so we're seeing some improvement in the underlying fundamentals. But we haven't seen a lot of loan growth just because it's still a little bit soft and they're still repairing themselves. But we've got great customers out there, great people and we're just, I think, doing a good job.

[Operator Instructions]. Your next question comes from the line of Matt Olney from Stephens.

I appreciate the commentary on refocusing on more core customers within the loan growth. Can you just talk about the loan yield difference between those core customers below $10 million versus loan yields above $10 million?

They are higher. And in fact, one thing one we've talked about with ourselves is look, you may be doing a $2 million or a $5 million deal that might weigh as much is a $10 million deal, that's approximate LIBOR. A lot of the credits that are in that core portfolio are prime based, probably our biggest prime based portfolio, if you will. And those yields seem to be a little bit better than straight LIBOR-based deals. And also the thing about that core portfolio is that these are great customers to take advantage of other services that we provide. Many of them don't have the traditional CFO infrastructure. And we can bring products on the table that we offer that really help their business. And it's not necessarily a beauty pageant when you get in at that level. You've got our relationship you bring in something and help somebody. So it's not just the better pricing on the loans on average, I would say in some cases, they're a little bit better targets for use of our other products.

Okay. Understood. I believe you mentioned loan yield in the second quarter was about $432 million. So a nice pick up. Is that a clean number or is there any noise in that number from some type of interest catch up from non-accruals moving back to accrual status? Or any noise in that number?

I guess what I'd just say is, it's pretty core, but obviously, from an noise standpoint, you do get some loans that pay off early. If you got any sort of deferred loan fees that are associated with that loan, they are typically -- they will accelerate and come into interest income. You probably got a little bit of that. But for the most of the part, it's pretty core.

And there are no further questions in the queue. I turn the call back over to Phil Green for any closing remarks.

Well, thank you. We appreciate your interest and everyone, have a great day.

This concludes today's conference call. You may now disconnect.