Greg Parker - Executive Vice President and Director of Investor Relations Richard Evans - Chairman and Chief Executive Officer Phillip Green - President Jerry Salinas - Group Executive Vice President and Chief Financial Officer

Travis Potts - Jefferies & Company Steven Alexopoulos - JPMorgan David Rochester - Deutsche Bank Jennifer Demba - SunTrust Robinson Humphrey Ken Zerbe - Morgan Stanley Stephen Moss - Evercore ISI Brett Rabatin - Piper Jaffray Scott Valentin - FBR Capital Markets Ebrahim Poonawala - Bank of America Merrill Lynch

Thank you, Elissa. 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 will 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 will turn the call over to Dick.

Thank you, Greg. Good morning and thanks for joining us.

It’s my pleasure today to review second quarter 2015 results for Cullen/Frost. Our President, Phil Green and Chief Financial Officer, Jerry Salinas then will provide additional comments before we open it up for your questions.

And before we get into the earnings numbers, I want to call your attention to today’s separate Cullen/Frost executive leadership transition announcement. I will retire effective March 31, 2016.

At that time, Phil Green will become Chairman and CEO and replace me on the board. Over the next eight months, I will work closely with Phil and the leadership team to manage an effective, orderly and transparent transition to keep the company strong.

With our financial strength, unique culture and our outstanding people, this is the right time for us to move forward with the leadership team led by Phil and bolstered by the additions of three strong veteran Frost leaders. I congratulate Annette Alonzo, Gary McKnight and Candace Wolfshohl and welcome them to our executive leadership team.

No one is more committed to the future of Cullen/Frost than I am. Our future is in great hands with Phil and our more than 4,200 dedicated employees.

I’m proud of what they have helped us achieve and look forward to working with them in the days ahead. Now, moving to earnings, I’m pleased to report that at the second quarter 2015 Cullen/Frost had solid growth in average loans, average deposits and revenues.

These positive results amid lower oil prices, and a challenging interest rate and economic environment are a credit to our dedicated employees. They live our culture each day and they help distinguish Frost in the marketplace.

During the second quarter of 2015, our net income available for common shareholders was $71.1 million up 9.9%, compared to $64.7 million reported in the second quarter of 2014. This was $1.11 per diluted common share versus $1.03 in the second quarter 2014.

For the second quarter of 2015, return on average assets and average common equity were 1.03% and 10.34% respectively, compared to 1.05% and 10.36% reported in the second quarter of 2014. Our successful merger with WNB Bancshares contributed to the good quarter.

WNB’s loans of $670.6 million and deposits of $1.6 billion, and the results of operations are included from the May 30, 2014 acquisition date. Second quarter 2015 average deposits were $23.7 billion, up $2.5 billion or 11.7% over the $21.2 billion reported in the second quarter of 2014.

Our strong deposit growth from both new and existing customers underscores our focus on developing relationships through this economic downturn. Net interest income on a taxable equivalent basis for the second quarter of 2015 was $220.1 million, up 10.5% from the $199.3 million reported last year.

This increase primarily resulted from an increase in the average volume of interest earning assets. Our net interest margin was 3.47% in the second quarter of 2015, compared with 3.41% in the first quarter of 2015 and 3.49% in the second quarter of 2014.

Non-interest income for the second quarter of 2015 was $79 million, down slightly from the $79.2 million reported last year. Trust and investment management fees were $26.5 million, down $276,000 from last year.

Lower oil and gas fees and security lending fees contributed to the decrease. The declines were offset in part by a $1.4 million increase in investment fees.

Non-interest expense for the second quarter of 2015 was a $173.2 million, up 5.7% compared to the $163.9 million in the second quarter of 2014. Salaries and wages rose $6.2 million over the same period a year earlier from the addition of new employees, including those from WNB acquisition combined with normal annual merit and market increases.

Net occupancy expense rose $2.7 million or 19.6% to $16.4 million, primarily from our new operations and support center coming online during the second quarter of this year as well as new financial center locations and costs associated with the WNB acquisition. Other expenses declined $3 million or 6.6%, primarily from the second quarter 2014 expenses related to the WNB acquisition.

Turning to loan demand, 2015 is proving to be a very interesting year. We continue to see consistent growth despite uncertainty in the market from volatile energy prices and the possibility of higher interest rates.

We’ve also had more runoff than expected. Even so, the second quarter 2015 average loans were $11.3 billion, up 11.7% from the $10.1 billion reported in the second quarter of last year.

I commend our team for its outstanding business development work. During the first six months of the year we recorded record-high levels of loan requests and new commitments booked.

New relationships added since January 2014 accounted for 52% of our loan growth and 54% of our growth in total commitments. Calls are running near maximum levels with about 58% to existing customers.

We’re very focused on high-quality calls. New loan opportunities to continue to increase driven primarily by prospects.

Year-over-year new commitments are up 14%, driven primarily by new commitments greater than $10 million. 75% of this growth is from existing customers.

It’s the best first-half in new loan commitments since 2008. Year to date, the advanced rate on combined revolving and declining lines increased to 45.8% from 43.9% last year.

Based upon these successes, we would normally expect to see even more loan growth than what we’ve reported, but runoff is much higher than usual. Year to date, we’ve had nearly $500 million more in commitment runoff than expected based on our historical experience.

We attribute this to a couple of factors. First, lower energy prices caused us to reduce borrowing base of our oil and gas lines of credit.

Second, businesses are selling assets or their entire companies as a result of the premium price they are being offered. The market continues to be very competitive.

Year-to-date, our lost loan opportunities with customers are running about 60-40 pricing compared to 50-50 last year. We are competitive on price but we also believe in margin discipline, balancing the short-term and long-term effect.

Our lost deals with prospects are due primarily to loan structure rather than pricing. We are consistent in our underwriting standards and that credit discipline serves us well.

Even with the volatility and uncertainty in the market, we expect to see moderate loan growth moving forward thanks in part to our disciplined team approach and aggressive calling effort. It’s important to remember that we entered this environment with outstanding credit quality.

And today, our credit quality remains favorable. Delinquencies continue to be well below 1%.

Nonperforming assets decreased during the quarter to $52.4 million. That’s our lowest quarterly total in seven years when the bank was about half its current size.

Nonperforming assets represents only 0.46% of total loans. Net charge-offs for the second quarter were flat with the first quarter and just under $2 million or less than 2 basis points of period end loans Annualized net charge-offs amount to 7 basis points.

While problem loans increased in the second quarter, the aggregate total continues to be low, as a percentage of total loans in capital, classified assets represent only 2% of total loans, and approximately 10% of capital. A majority of the net additions to the classified total, about $50 million, were primarily from the energy portfolio.

The two energy borrowers who accounted for a bulk of the increase were identified in late 2014, as credits that could potentially deteriorate. We had no surprise additions in the second quarter.

Classified assets actually declined in June compared to May. Understandably, energy is a big topic.

So, let’s take a look. We should and do remain in close contact with our energy customers.

The good news is that current conditions align with what customers expected when we visited with them late last year and earlier this year. Customers are executing their plans and strategies, adjusting their business plans and cost structure to operate in the current environment.

While increases in problem loans are expected, the overall impact should be manageable. Outstanding energy loans at the end of the first quarter this year were $1.829 billion.

On June 30 of this year, our energy loans were $1.797 billion. Of the second quarter $1.797 billion in energy loans $72 million or 4% were classified.

Another $60 million were graded special mention. Delinquencies in the energy portfolio totaled 0.9%.

As a result of our shared national credit examination there are no new classified loans. Our energy shared national credits totaled $472 million and represented about 26% of our energy portfolio.

Many of our shared national credits in which we participate started with us and grew too large for us. We do not participate in shared national credits that are transactions.

We expect a relationship. We evaluated the hedge position of our borrowers.

They will feel some impact from the hedges expiring but it should be manageable and will not be a reason to cause a classification. It’s worth noting that the counterparties for our borrowers are money center banks, big regionals, and some Canadian banks all of which have the ability and capacity to meet their contractual responsibilities.

With our production-based borrowers it is important to note that our current price deck has oil at $50 a barrel for 2015 with some escalation through 2019, topping out at $70. Our borrowing base is 65% of discounted, 9% cash flow stream that results from the price deck.

Sensitivity prices are 75% of our price deck. For 2015, that translates into sensitized oil price of $37.50 a barrel.

Regarding current borrowing base redeterminations through last week, 94% were complete representing $1 billion in outstanding production-based loans. The remaining 6% or $68 million are in the process of being reviewed.

Of the $1 billion that have been completed, $378 million experienced no change in the borrowing base. $506 million experienced a 19.9% decrease borrowing capacity and $117 million reported an increase of 10% in their borrowing base.

The impact of these redeterminations is included in the second quarter results. We do not expect any noteworthy issues from the remaining borrowers that are being reviewed.

With our nonproduction credits; service, manufacturing, transportation, some have experienced revenue declines ranging from 10% to 15%. Many are expecting decreases in the 30% to 40% range in 2015.

Fortunately, they know what needs to be done. They are adjusting their expenses, lowering their CapEx for the year, reducing inventories and intensifying their accounts receivable administration.

As noted last quarter, customers acknowledged and recognized the need to be prepared for decreased revenue and margins. They are now executing their plans and strategy to deal with these decreases.

In summary, our energy team is doing an outstanding job in working with our customers to identify the facts related to each customer and possible exposure. Clearly, problem loans have increased and are still very manageable, partly because we entered this cycle with problem loans at a low level.

They continue to be at a low level. In this volatile oil price environment, clearly we have more downside than upside with regard to the possibility of problem loans increasing.

A good place to look is potential problem loans which went from $24.7 million in the first quarter to $111.8 million in the second quarter. Of these – all of these credits are graded special mention or substandard.

More importantly, they were identified in 2014 as borrowers who could potentially deteriorate. The point is that their movement was not a surprise and we have been in discussions with them for several months, helping them work through the current environment.

In my 44 years of experience I have learned it usually takes longer to solve a problem that you – than you originally expect. Today, what we know is properly identified and plans are in place and being executed for positive resolution.

Over time, as we all know, credit metric cycles and [ph] usually moved to the norm, which means problem loans are likely to increase. Even so, we believe the impact would be manageable and we will be able to resolve problems in a rational and proper manner because we know and communicate with our customers and have always worked through issues with them.

Surprises can always happen of course, but we have had no surprises since this began late last year. Now moving to capital ratios, our capital levels remain strong.

In fact, all regulatory capital ratios significantly exceeded well capitalized levels. We are grateful for another good quarter with solid growth in average loans, average deposits, revenues, amid economic uncertainty and low interest rate environment.

I’m very grateful for our dedicated employees who add value to customer relationships and provide superior service and innovation. They ensure a consistent customer experience at Frost and I appreciate their hard work and loyalty.

As evidenced by their great work in April, Frost Bank received the highest ranking in customer satisfaction in Texas in the annual J.D. Power and Associates 2015 U.S.

Retail Banking Satisfaction Study. We’ve received the number one ranking in each of the six years of the study.

Frost continues to set the bar for the industry in terms of excellence in customer satisfaction. We continually work to improve the customer experience across all regions of our company and across all platforms and touch points.

Suffice to say, we are blessed to live and operate in Texas. At Cullen/Frost, we continue to focus on basics.

We are reaching out to new and existing customers. Our credit quality is favorable as we stay true to our principles in lending disciplines.

Our capital levels are strong. We have money to lend.

We remain focused on our value proposition, unique culture and excellent customer service. We continue to deliver steady and superior financial performance for our shareholders.

We have an effective orderly transparent executive leadership transition plan to keep the company strong and our future is in great hands with Phil and more than 4,200 dedicated employees. And with that, I’ll turn the call over to Phil and Jerry.

Thank you, Dick. And on behalf of all the employees at Frost, we congratulate you on today’s announcement.

Thank you for your remarkable leadership and stewardship of Cullen/Frost. Let me say, I’m humbled to be asked by you and the board to follow in your footsteps, leading what you and I both know for the best 4,200 bankers in the United States of America.

And we are grateful that we’ll be able to call on you long after next March rolls around [ph]. Now, concerning the Texas economy, despite lower oil prices and challenges in the energy sector the diversified Texas economy is proving to be quite resilient.

Many observers predicted negative job growth this year for Texas, but the Dallas Fed now projects positive growth of 1.2% in 2015. And while that’s slower than the growth of the national average, Texas is bearing much better than other energy states and that’s a testament to the economic diversity in Texas.

The Texas unemployment rate in June dropped to 4.2%, well below the national average. According to the State Comptroller’s office, Texas unemployment rate has been at or below the national average for 102 consecutive months, about 8.5 years and counting.

The unemployment rate in markets we serve is well below the United States’ rate of 5.3% in June, even in energy centric markets like Houston 4.1%, Corpus Christi 4.5%, Midland 3%, and Odessa 3.6%. June unemployment rates for Austin, Dallas/Fort Worth, and San Antonio are all between 3% and 3.9%.These are very low levels and help substantiate the number one concern I hear from customers on calls, the shortage of available skilled labor.

As expected, regional economies vary widely depending upon their reliance on the energy industry. For example, Dallas/Fort Worth, Austin, and San Antonio are all reporting solid growth.

North Texas and Austin are extremely strong with good job growth. Other more energy sensitive areas like Houston, Corpus Christi, and the Permian Basin are generally flat in employment for the year, which is actually good considering the 50% drop in oil prices.

In Houston, for example, gains in petrochemicals on the east side of town are offsetting declines in West Houston. An abiding theme in Texas is the strength of the hospitality and leisure sector, as well as the service sector, particularly medical services.

And we believe the speed with which businesses responded to the lower oil prices and adjusted their operations will lead to a much quicker recovery for Texas. Finally, as Dick mentioned last quarter, there is lots of liquidity in Texas from the wealth generated in recent years, and people are investing in energy assets and other opportunities, which will benefit the State in the long-term.

Business friendly policies from lawmakers will help keep Texas a very attractive state to entrepreneurs and companies around the globe. And some great examples of this that people in the markets that I visit are excited about, includes such things as Toyota’s U.S.

headquarters relocation from Southern California to Plano, State Farm’s massive new regional hub in Richardson, which will be the home to some 8,000 relocated workers, General Motors $1.4 billion renovation and expansion of its plant in Arlington, Facebook’s new $1 billion data center in Fort Worth, and the list could really go on. In summary, we remain bullish on Texas, both now and especially looking forward into the future.

And with that, I will turn it over to Jerry for additional comments.

Thank you, Phil. I’m going to make a few additional comments about the quarter, then I’ll discuss our guidance for 2015, before turning the call back over to Dick for questions.

I wanted to mention that our net interest margin increased again this quarter, up 6 basis points to 3.47% from 3.41% last quarter. Higher investment yields due to a higher proportion of municipal securities in the portfolio combined with lower deposit costs contributed about half of the increase.

A decrease of about $260 million in balances at the Fed earning 25 basis points was responsible for the other half of the increase. Regarding our investment portfolio.

During the second quarter, we purchased $183 million in municipal securities, which were partially offset by about $106 million in paydowns in calls during the quarter. The tax equivalent yield in the portfolio was 3.97%, up for the – for the quarter up 6 basis points from 3.91% last quarter.

The investment portfolio had an unrealized gain of $139 million at the end of the quarter, and the duration of the portfolio was 4.5 years. Regarding taxes.

Our effective tax rate for the quarter was 14.7% compared to 16.9% for the second quarter last year, and has been favorably impacted by the increase in municipal securities. As Dick mentioned, our capital ratios remain strong with our common equity Tier 1 ratio at 11.70%, up 15 basis points from the prior quarter.

Finally, regarding full-year 2015 earnings, we currently believe that earnings estimates at or slightly below the current mean of analyst estimates of 454 would be reasonable. With that, I’ll turn the call over to Dick for questions.

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

Hey, good morning. This is actually Travis Potts on for Emlen.

Congratulations Dick and Phil, both of you on the announcement today, first of all. And then I guess starting on energy, I appreciate all the color you gave us and I apologize if I missed this.

But did you touch on the current reserve you have against the portfolio?

I did not, but I can tell you that it has moved up. It currently is, out of the total reserve, it represents 23.3% or $24.8 million and – versus the second quarter of 2014, a year ago, it sat at 9.1%, or $8.9 million.

So it’s moved up better than two times, that’s the percentage of the total reserve.

Great. Thank you.

And just on the loan growth, can you touch on the segments that drove that, obviously, specifically, kind of what energy did on a sequential basis?

Quite frankly, energies had a really good growth. As you remember me talking to you in the first quarter that I expected that we would have some opportunities from some customers that we always want to do business with, and that’s exactly what happened.

Energy growth and I’m looking at commitments, new commitments booked year-to-date were at about 40% of our growth came from energy, that $60 million, real estate about 27%, that’s a little over $200 million.

Travis, just looking at the energy, if I’m looking at December to June, we’re pretty flat. We are up $23 million.

We are still at about 16% of the portfolio at $1.8 billion at the end of June.

All right. Thanks a lot.

Thank you for taking my questions.

Hey, good morning, everyone.

Good morning.

Good morning.

Just a couple of questions first on energy, or related to energy. What was the balance of criticized loans at the end of the quarter and how did that compare to Q1?

Most of it was identified earlier as I mentioned. The…

I thought you guys classified earlier.

I mentioned to you that what we have is a total of – hold on, I’m just trying to get the exact number in the loans – I guess, I just said it to you. The classified loans were – I’ve got too many numbers here to – I told you energy – out of the 1.797 billion, 4% were classified or $72 million, another $60 million were special mentioned.

If you look at risk grade nines, risk grade 10s, which I talk to you last quarter, OAM were $60.7 million and risk grade 11s on June 30, were $71.3 million. And that compares to year end of risk grade 10s of $161,000 and risk grade 11s of $5.38 million.

So we moved from year end from $161,000 to $60.70 million. We moved from $5.4 million to $71.3 million and 11s are substandard.

Yes. That’s helpful.

Dick, can you talk about – you mentioned the increase in the potential problems. Can you talk about what segment drove that?

Was it all E&P related?

Of the energy classifications?

Yes. I don’t know if you talked about that.

It’s the majority where I talk about – you’re asking me where I talk about what part the $72 million that’s classified and the $60 million that’s special mentioned out of energy loans. Yes, the majority, nearly all of it is production.

Out of the total classifications, there is really – there is one healthcare credit that moved in there.

Okay.

So it’s not – and that’s totally unrelated to energy.

Yes. So if oil stays roughly around this level, call it $50-ish, how do you think about the risk going forward, and what percent of the hedges will still be in place come the fall reset?

Well, as I’ve said, we don’t see – these hedges are moving off, and we don’t see a problem related to the hedges running off. They will be some adjustments, but I would say that is not an issue from the hedges running off.

I would also say that in 2015, as you know, we’ve done the sensitivity at $37, and so you can get through this period of time. Now, those are all the positive things.

There is always something you don’t know. What – there is so many moving parts in this thing.

What I’m pleased about and the reason I talk a lot about how close we are to customers is, you asked me a question about price, and I answered the specific price. And you can come to the conclusion that we are in good shape.

The reason we stay close, they’ve got to adjust their cost pretty quickly. And I think one of the healthiest things that happened in the energy is that in the first quarter when these – or at the end of last year when these prices started coming down, the energy companies and service companies didn’t wait around to adjust what they were doing, they stopped.

You know, what’s happened to drilling rigs, they are down about half. Service companies have lowered pricing, as I said, probably about 30% now, will they come down some more, maybe a little bit, so all of that has taken place.

The interesting thing to me is what’s happened in the efficiencies. A couple of things.

One, the way you increase production and what you and I lived through of the years before price started dropping, the price was at a level that the companies could afford to go in and discover new territories, new reserves. Today, that’s not going on.

You’re moving to the heart of the production and staying focused. What drilling is going on today is right in the heart of it.

Now the – so that’s the good news. Second thing, yes, prices have come down and drilling cost and mud and fracking and all the stuff that goes into it.

But the other good thing that has happened is the efficiencies have increased substantially. There is more science to know where you drill, what zone to drill in, and in addition to that, when you fly over a production area, you used to see one pump jack per pad site.

Today, you will see four to six. So you are taking that well down, you are drilling that well, you are going off of that same well, you are being more precise in the zones and the production deficiency is increasing.

So with one site, one drilling, you have lowered your cost substantially in the production. In the Permian Basin, for example, productivity has probably increased 50%, in the Bakken, probably 30%, in the Eagle Ford, 27%.

So these are factors – you’ve also – vertical wells have come down. Horizontal wells have increased, because you can be more precise.

So when you look at it, that is really what’s happening in the field, and I think it’s very healthy what’s going on. Have I gotten there answering your question?

Yes. That was great.

Just one separate one, can you just comment on the linked-quarter decline in deposits and what drove that?

I think those are typically seasonal. And we’ve also seen, I think, some reductions in energy from the first of the year, but not dramatic.

And I think over the last couple months, we’ve actually seen an increase in deposits.

Okay.

Right. I think, Steven, as Phil mentioned, we did see energy deposits decrease during the first of the year and they are – deposits in general in July, as we look at them, they started to pick up again.

So, not really noticing anything unusual at this point.

Let me – if I could just jump back and make a couple more comments about energy. I think the other thing, when you look at global supply and demand balance.

I said to you at the first of the year, I said at the end of the first quarter that – and I’m just reading the most sophisticated government research that says what they think will happen with all their models and that sort of thing. And I believed when I said that, we would come in balance in the fourth quarter of this year.

I also said that I thought the worst point would be this summer. Quite frankly, as Phil told you in the economic discussion, for us in Texas, all of us would say that it’s better than we ever thought it would be in the middle of the summer, that’s the good news.

The other thing that I don’t think and the studies show that production and consumption won’t come into balance in the fourth quarter. And it will probably move into 2016 and where in 2016 is anybody’s guess.

You’ve got a couple things happening. If we would have had – if you would have talked to me 30 or 45 days ago, I would have been very confident that oil would trade between $62 and $58.

I would have also said to you that if I ran and Libya returned to the market and particularly Iran with the agreement that seems to be going to be signed, we’ve always said, and the market has said, if that comes on that we would see a $10 to $15 decrease. That’s what we’ve seen, that’s exactly where we are at around $47, $48.

Will oil trade $48 to $52? Probably be a pretty good guess, but I don’t know anymore than the rest of us.

What we do know and looking at world supply and demand, that demand is really what bales us out. And the Iran thing and those kind of things and Greece, yes, Greece is important.

But quite frankly, I think it’s been a slow month for the media to write all the stuff they wrote about Greece. If you want to write about something, write about China, and they are starting to write about it.

China represents about a fourth of the growth – of the usage of the growth. They represent about 12% of the overall demand in the world of oil per day, that’s about 10.5 million barrels.

And their growth and usage of oil and as their economy has slowed down, has moved from about 6% to 3%. China is second to the U.S.

The U.S. sits at about 21%, and as I said, China about 12%.

The U.S. is doing well.

If – as a matter of fact, if the government gets the hell out of the way, there are people waiting to do things in this country are sitting on ready to grow and has the people and the technology and opportunity to continue to be the dominant player and even more so. So I think the big question obviously is supply and demand.

It will come back and balance. I saw in the Wall Street Journal this morning, there is more talk about exporting oil.

You’ve got different factors on each side of that. Certainly, the refining companies would rather not and they are doing extremely well today.

And but we’ll see how that plays out. We do know and you know that our refineries today need and have been built for importing oil, which is heavy crude.

And what we have discovered and the increase in the United States is in light crude. So exporting and continuing to find this balance in crude throughout the world by having the United States be able to export some of this light crude and continue to be heavy crude will address pricing, but quite frankly, we’ll deal with the reality of balancing the world supply and usage of oil.

Okay. Thanks for all your thoughts on the topic.

Steven, if I could just give you a little bit more color on the deposits. We are down on average on a linked-quarter basis about $220 million.

About $100 million of that is a brokered MMA product that we acquired with part of our Western acquisition. We’ve been intentionally trying to get out of that product ahead a higher rate that needed to be paid.

And then, if you combine public funds and corresponded banks, and corresponded banks tend to be pretty choppy. So those three things together would make up $200 million of the $220 million, so that will give you an additional color.

Okay. I appreciate all the color.

Hey, good morning, guys…

Good morning.

…and congrats to you, Dick and Phil, on your announcements there.

Thank you.

So, Dick, back on energy, you guys had a nice drop in the provision this quarter and the reserve ratio was also stable. But then you just mentioned classifieds were up, criticized assets were up.

So I was just trying to understand why the reserve ratio didn’t move up, at least, a little bit given that increase. So any additional color on the reserve methodology as loans migrate to those pockets would be great.

I think the thing you got to understand, remember what I said throughout my comments, I related to the end of the year of 2014, and the identification moving into the first quarter. What we thought would happen and what we provided for in the first quarter and the identifying classified loans in special mention is what has happened.

So we provided for those early in the year and we’ve had nothing, no new surprises. That doesn’t mean you can’t have a surprise, that’s the definition of a surprise.

But we moved early in the year. We have – certainly, classified increased early in the year, we identified them early.

We provided for them and remember the reserve is most sensitive to classifications. And that’s exactly what we did and the reason it is appropriate today.

And then, if you can take out your crystal ball for a second, if we have oil prices below $50 through the end of this year, how should we think the provision line to trend? What should we expect there?

I just took my ball –crystal ball out and it’s so foggy, I can’t see. Look, it’s going to stay with the basics of sensitive to classifications.

If classifications go up and we get a surprise or something that’s not working as well as we should, the reserves going to go on. The – there is no use in me getting into a long discussion with you about what I think how ridiculous reserves are and we ought to add it to capital and have strong capital, I’m already in the discussion, but anyway, because from an editorial standpoint, this is stupid stuff.

But I will tell you the discipline this company, Cullen/Frost has and being very precise in following the laws and the regulation. And what I said the most sensitive to classifications is exactly what we’ve done for years and years and will continue to do.

So if we identify some new problems, and I don’t think $45 oil or whatever this range of – I’ll call it, $48 to $52, I don’t know what it’s going to do. And I’ve already told you 2015, we can take up $37.50, heaven forbid that happens, but – the other thing with this oil business, and I say it over and over and I know all of you are working with numbers and you should work with numbers.

The whole reason we didn’t go broke in the 1980s is because of the relationship with customers and working through problems and that’s the reason we stay so close to these customers’ work and we know them. We don’t have investments and shared national credits.

We don’t have investments and energy. We have investments in bonds and securities.

We know our customers. We deal with them.

Identifying early and working with them is the way you manage through tough times.

That’s good color. I appreciate that.

Just switching to expenses and your outlook there. You had a bit of an uptick this quarter in some line items.

Is this a good run rate overall for the back half of the year or should we expect any growth in the second half?

We typically don’t give a detailed projections on expenses but I will say that we mentioned that our operations and support center was opened in the second quarter. Another segment of that will actually come in place in the third quarter that isn’t in our run rate.

Okay. That’s very helpful.

Thank you. And just one last one on your outlook on securities purchases going forward specifically with regard to your appetite for munis?

I’d say that we’ll continue to do some. As Jerry pointed out, we did about $183 million in the second quarter which was compared to previous standards, fairly low.

And it’s an assay class that we’ll continue to participate in and I think you’ll see us continue to do some of that on a normal basis. And whether or not it skews to an earlier quarter or later in the year, is probably going to depend on our view of the market and what we think is a good opportunity to take advantage of.

All right. Great.

Thanks, guys.

Thank you.

You just covered it, my question. Thank you.

Thank you.

Thank you. Just a quick question on the margin.

Obviously up, I think it was 6 basis points or so this quarter. I’m sure some of that may have been driven by the muni purchases close to 4%.

But was there anything else in there that drove the margin higher on a sequential basis?

Ken, as I mentioned, yes, you’re right. The higher investment yield on a linked quarter basis did have about – was responsible for about half of that increase.

And then, we did see a decrease in our Fed balances. They were down about $260 million on a linked quarter basis.

That was probably the remainder of the increase.

Got it. Okay.

And then, just on the fee line, I think you mentioned there were a couple of items related to oil and gas that drove lower trust and investment management fees and some mineral interest income. Was there anything unusual or one-time in nature about those items?

Or the lower oil and gas investment management fees, is that something that should be sustainable at this level going forward?

Yes, Ken. We’re getting affected both by lower production but obviously the price is also affecting that lower.

But that is a sustainable lower amount?

Yes.

Thank you very much.

For how long we don’t know. Just leasing activity has slowed down.

Remember, we’re I think number four in the United States of our trust department managing oil and gas royalty properties a little over 8 million acres. It’s all over the United States, but obviously, most of it concentrated in Texas.

What I said to you about that discussion about how we’re moving and how the industry is moving into the middle of the play and maximizing it usage and because of lower oil prices we’re not discovering new zones. I mean, the Eagle Ford wouldn’t have been discovered had it not been for $90 or $100 price of oil.

We all know, also the drilling has been in the center of the play where the oil and the liquids off of the gas are so rich. When you look at a map, you go way out beyond there.

There is tremendous natural gas reserves. And as a result, those are – people are not going to spend money out there.

And as those leases expire, and they are expiring, and our management of oil and gas leases will not change. But as that comes back and as leases expire and where you have a company that can’t afford to drill that well in the time limit what they are required to, and those vary all over the place, they may lose that lease and so, that’s an opportunity to renegotiate.

But it is going to be slower, because prices are down.

Ken, this is Phil. Just one thing to keep in mind overall in the investment – or on the trust fees, energy is down, and as Jerry said, we sort of for the time being, as Dick talked about as well, we’re in a slower period.

But keep in mind that our total oil and gas fees for the second quarter were $1.6 million and our investment fees which is the vast majority of what we do in that business, were just under $21 million. And so, how are trust fees go overall is going to really be dependent upon what happens in the investment side, where we’ve been doing a great job.

And of course, markets are going to impact that, particularly what happens with stock, et cetera. But we’ll rise or fall really in the long-term in terms of how we do on the investment management side.

Ken, and one additional item there just from a linked quarter basis, that trust line item is also getting affected by the – we got out of the securities lending business as you recall, at the end of the first quarter. And so those revenues were down about I think, $800,000 quarter-to-quarter.

Okay. Thank you very much.

Good morning and congratulations Dick and Phil.

Thank you.

Just want to circle back to energy for a moment. Pretty impressive that the balance has been stable here.

Just wondering what are your thoughts about the potential for a decline in energy loans going forward?

About volume of them declining?

The total balance of energy loans.

We said at the end of the first quarter we thought they’d be flat coming into June. There are up a little bit.

Flat by end of the year would be great. Quite frankly, I’m a little optimistic they could be up.

What we’ve done, you also heard me say that our lines have been reduced. It’s interesting to me that what happens – we have learned that as your relationship of the borrowing base, the amount of reserves that you can loan, obviously has tightened up in that regard and actually the margin increases.

Because of the way the pricing works on those as you use more of your line, the pricing goes up, so, while the volumes come down, the margins are a little bit better. I think the real wild card is there’s a lot of opportunity, and we hope we get our share and more of our share, of some really strong borrowers that we haven’t had an opportunity to deal with in the past and we see an opportunity, as we speak right now.

I think the papers are being signed with one of our customers that is a fabulous customer of an increase in his line. And so those things are happening.

Now how much of that happens versus tightening up and I would tell you we got – I told you we had, what, a couple of large credits that are in the energy field, and we’re working real hard and they are too, to pay that loan off. So that’s going to move out.

So you’ve got a lot of things moving parts. You want to get the weaker ones out.

You want to help finance the strong players. Phil, talked about the wealth creation prior to this downturn.

There are people sitting with a lot of money that would like to buy some of these properties at a more favorable price. I think the other thing – when we were sitting around $60, we all talked about how much money is sitting on the sideline to buy properties or companies or whatever.

And that’s true today. I think what the fall in the oil prices will create is more deal activity because the guy that’s overleveraged and the prices come down on him, he’s going to have to make a deal.

Whereas sitting at $60, maybe thinking it could go to $70, he was hoping for the best. He’s got to deal with the reality.

He’s got too much debt. Times running out on him and the good news is, there’s a lot of money sitting there to buy these properties.

So that’s another moving part as we go along.

Okay. Separately, I was just wondering about an update on M&A, what are your thoughts in terms of activity and potential deals?

You ever heard me say that I’m aggressive looker and conservative buyer?

Yes, I have.

That hasn’t changed. I think you’re going to continue to see a lot of activity in the smaller, real small companies merging together, trying to get over the billion dollar threshold and all that kind of thing.

That’s where most of the activity’s going to take place. We’re very particular, WNB was a very unusual, special opportunity.

We’ve talked about it. They’re great people.

They had a balance sheet that, as Phil Green said to me when we looked at it, it looks like a little Frost. And so – yes, maybe there’s some others like that but we’ll keep looking and we’re going to be real careful about what we do.

So can I take that to mean that at this point you guys are pretty much done with the compliance issues that came out of the WNB?

No. You can’t take that.

Okay. Well, thank you very much.

Thank you.

Hi, guys. Good morning, I’ll offer my congrats as well.

I wanted to just ask a quick question around, want to make sure I understood sort of the dynamic for the back half of the year. You mentioned early in the call 14% new commitments but some commitment runoff and obviously payoffs are bit of an issue.

I wanted to make sure I understood, are you looking for depending on energy sort of the back half of the year did you have loan growth improve a little bit or can you give us maybe an idea of your tenor on the pace of loan growth?

What I said was a modest. The good news is, I’m extremely pleased with the work our people are doing.

They’re out there calling. In fact, I was surprised, I never had looked at it, year-to-date, our commercial calling officers have made a total of 45,893 calls.

So they’re not sitting around. So we’re out hustling hard, we’re generating things.

The killer is the runoff. It’s $500 million more than historical – than we’ve experienced historically.

I would like to give you a little editorial comment there. If the Fed had raised rates when they should have a year or so ago, this economy would be buzzing along.

We’re so buried in data that we’ve kind of gotten out of leadership in Washington and all aspects of it. But it is – we’re out working at it.

I’d like for us to be growing more smaller credits. Everybody knows that in this company.

They’re working hard to do it. If we weren’t calling, I’d be worried about it.

We’re calling. We’re generating opportunities and prospects.

This runoff is a lot of what I see the bubble that has been – one of the bubbles that has been created as a result of the extended zero interest rate environment. We talked about it before, financial repression is taking it out of the height of the saver and given it to the government in these low interest rates.

And what the saver has done has put more money into funds and venture capital and those kinds of things. And as a result, they’re paying higher prices for companies than the company ever dreamed anybody would ever pay them for.

And that’s part of the runoff and it’s a significant part. They’re either selling some of their assets or the whole company and then that individual obviously is paying their loan off because they don’t have the company anymore, don’t need the money.

And now they’re going to be faced, what are they going to do with this bucket of money? And it’s the challenge we have in this country but I think we have to think about long-term what is that going to do.

There’s some prices paid for companies that’s too high. I don’t blame the guy for selling it.

When I look at what we call the booked rate of our customers and prospects, we’re sitting in 2015 booking at 78.5% versus 73.7% last year. Pricing, we’re kind of in line.

In fact, we’re more aggressive. Last year, we were losing deals at 5.4% to pricing versus this year at 4.3%.

So we’re more aggressive with our customers on pricing. As far as structure, we lost 8.8% last year on structure to customers, today 10.3%.

There’s some crazy things being done out there and we try real hard to not be stupid. When you look at prospects, we’re booking 29.1% versus 25.1% last year and as I talked to you, the big deal there is structure.

Last year, we lost 28.1% of the prospects to structure, today 31.1%. We’ve been in this business long enough to know that if you start doing stupid stuff, you’ll blow the place up in time.

We have no intention of blowing this place up. This is a great company.

We have a great future and we’re going to continue to grow our business with good customers, stay close to them and support them.

Okay. Thanks for all the color, Dick.

You’re welcome.

Good morning. And congrats to both of you, Dick and Phil, on the announcement.

Just with regard to credit, Dick, you mentioned how you guys survived in the 80s by being close to the customer. I’m just wondering, as you think about loan growth today, are there certain geographies you’re maybe emphasizing or deemphasizing due to energy exposure?

Not really. We are a Texas bank.

You’ve got to realize the Eagle Ford Shale is certainly a shale play. You’ve got to understand the difference between that and the Permian Basin which is an old great basin.

And don’t forget, I love what Joe Frost said, somebody asked him, Joe was the guy that took this bank through the Great Depression. Somebody asked him, do you loan on cattle?

And he said, we loan to people in the cattle business. We still – we don’t loan on oil and gas properties, we loan to people in the oil and gas business.

And so it’s all about people.

Okay. Thanks.

And then with regard to interest rate risk, you guys are asset sensitive. I’m just wondering, any change there in terms of managing that position with – I guess there’s debate about when rates may go up, but everyone’s anticipating rates going up at some point.

Would there be any change in the way you approach positioning the balance sheet for that?

No. I would say we continue to be solidly asset sensitive and we want to maintain that.

We don’t want to give that up. So that’s always in the back of our minds as we look at whatever investments we do or whatever structures we have on the fixed rate side.

Okay. Thanks very much.

Good morning, guys.

Good morning.

I just had two follow-up questions. I’m sorry if I missed it.

Did we disclose how much in energy loans if any, did you purchase this quarter?

We disclosed how much we have today and we disclosed where we were at the end of the year and the trend. And if you look at – did you say purchased this quarter?

Yes, because I remember Dick, mentioning earlier in the middle of the quarter when he spoke, that you looked to sort of offset some of the loss by purchasing credits similar to what we did in the first quarter. So I was wondering if he had that amount?

Are you referring to shared national credits?

Yes.

They’re down.

Shared national credits in the first quarter for energy, for example, were $533 million. They were $472 million in the second quarter.

So that would not be a factor in our growth. I just have to comment on the term purchased.

Remember, we’re not purchasing transactions, it relates to those. We’re developing relationships with people and in many cases, they may be club deals or shared national credits but they’re still relationships.

Understood. And any color on where you see that SNIC energy book headed in the back half of the year?

Yes. We have commitments.

I think it will be flat. You know it’s interesting, we’ve increased our SNIC.

One was to a contractor, one was to a candy company and one was to an energy company. Don’t forget what I said.

If you weren’t listening when I said we don’t make investments and credits. We don’t buy transactions in the shared national credits.

We deal with customers we know and if they don’t have a relationship, we’re not involved.

Understood. That’s very clear.

And just a separate question. Less about you and more about the industry.

I think as we probably see a further reduction in borrowing base in the fall. Do you see more issues that coming out of the E&P, some of the smaller companies in the back half of the year than what we’ve seen so far?

I’m just wondering from an industry standpoint, should we base ourselves to see more issues for the E&P companies because of lower borrowing bases if oil stays where it is or goes lower?

I think the way you should look at it, if you see companies that have too much leverage, they’re going to continue to have problems. And it’s really all about leverage.

Are they addressing the problems? Are they cutting their costs?

What we’ve learned through our experience, the most successful customers are that that have an expense structure and master it – have flexibility in their expenses. They’re not locked in.

Where you get into these energy companies that have high lifting cost, have problems with pipelines, all the delivery kind of things and are doing things that are very expensive, they’re going to have problems. And you combine that with the leverage – it’s not just about price.

It’s about good managers doing what they’re supposed to do.

Understood.

That’s who we try to choose. That’s the reason we choose people to do business and then we look at the understanding of the business they’re in.

And if they like high leverage and if they like – and their expenses are out of line, we’re not going to bank them.

Got it. Thanks for taking my questions.

Thank you. This concludes our second quarter 2015 conference call.

We appreciate your interest and support of our company. We stand adjourned.