Cullen/Frost Bankers Inc (CFR) 2014 Q3 法說會逐字稿

Good morning my name is Melissa and I will be your conference operator today. At this time I would like to welcome everyone to the Cullen/Frost Bank's third quarter earnings conference call. (Operator Instructions).

Thank you. 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, Melissa. This morning's conference call will be led by Dick Evans, Chairman and CEO and Phil Green, Group Executive Vice President and CFO. Before I turn the call over to Dick and Phil, 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 and 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 and 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 thank for joining us. It's my pleasure to review third quarter 2014 results for Cullen/Frost.

Our Chief Financial Officer, Phil Green will then provide additional comments. After that we will be happy to answer your questions.

In the third quarter of 2014 Cullen/Frost reported significant increases in net income, average deposits and average loans. We also saw continued improvement in asset quality.

We are pleased by our successful integration of WNB Bancshares which helps validate our entry into the Permian Basin. The acquisition which closed at the end of May has already exceeded our expectations. WNB results are included in our quarterly report and accounted for approximately $1.6 billion in deposits and $671 million in loans.

Even without WNB, however, we had substantial growth in loans, deposits and earnings. During the third quarter of 2014 our net income available for common shareholders rose to $75.6 million, a 29.4% increase over the $58.4 million reported in the third quarter of last year. This was $1.19 per common share compared to $0.96 in the third quarter of 2013.

For the third quarter of 2014 return on average assets and common equity were 1.13% and 11.32% respectively compared to 1.01% and 10.07% for the same period last year. Deposit growth continues to be strong. Third quarter 2014 average deposits were $22.7 billion, up $3.3 billion or 16.9% over the $19.5 billion reported in the third quarter of last year.

Since 2007, before the great recession, our average deposits have doubled. This underscores our efforts to build and extend relationships with both new and long time customers who trust Frost and appreciate our value proposition.

Taxable equivalent net interest income for the third quarter of 2014 was $208.6 million, up 16.5% from the $179.1 million reported in the third quarter of last year. Strong deposit growth drove our increase in average volume of interest earning assets. The net interest margin grew to 3.39% for the third quarter 2014 compared to 3.38% in the same period last year and was down from 3.48% in the second quarter of this year.

Non-interest income for the third quarter of 2014 was $80.9 million, up 9.3% from the $74 million reported a year earlier. Trust and investment management fees increased $4.1 million to $26.8 million an 18.1% increase over the third quarter of 2013. Most of this increase was from investment fees related to improved equity markets, new business and changes in the fee schedule.

Insurance commissions and fees were $11.3 million, up 9.4% from the third quarter of 2013.

Non-interest expenses for the third quarter of 2014 was $163.8 million compared to $151.8 million in the third quarter of 2013. Salaries and wages were up $5.2 million over the same period a year earlier and included employees from WNB. Net occupancy expense rose 7.3% over last year due in part to the increase in additional facilities connected with the WNB acquisition.

Turning to loan demand, our year long trend of favorable loan growth continues. Third quarter 2014 average loans were $10.6 billion, up 14.7% from the $9.3 billion in the third quarter last year.

Even without the WNB acquisition this has been our best year ever for new relationships, new loan opportunities and new loan commitments. We continued to see a steady increase in the percentage of our pipeline from existing customers. This is important because our success rate is much better with these opportunities.

The willingness of our customers to seek financing also is a good indicator of an improving economy. During the past year, excluding the acquisition, we have grown our combined revolving lines and construction commitments by 15.7%. Furthermore, the outstanding balances under those commitments have increased 20.5%.

I'm grateful for the work our staff has done to build new relationships which are critical to our growth. New relationships added since January 2013, not including WNB, accounted for 55.6% of our year-to-date growth and total loans outstanding. New relationships accounted for 83.7% of our growth in loans under $10 million.

I'm also encouraged that the ratio of lost opportunities continues to be about 60/40 in favor of structure this year. That means that we're competitive in pricing without sacrificing credit quality, and that's exactly where we want to be.

Absent any foreseen changes in the economy, we expect our favorable loan growth trends to continue. Our credit quality trends remain positive.

Problem loans are pre-recession level. Net charge offs during the quarter were only $364,000.

Our capital levels remain very strong. Tier 1 and total risk-based capital ratios for Cullen/Frost were 13.91% and 14.81% respectively at the end of the third quarter of 2014 and are in excess of Basel III fully phased in capital requirements.

Before I turn the call over to Phil, I will close with a few comments about the economy and my continued optimism for Cullen/Frost. Despite the recent roller coaster ride in the stock market, we continue to see positive signs that economic recovery is extending to mainstream. Businesses are hiring again, consumer confidence is up and small business owners are taking advantage of opportunities to expand in a prudent way.

We are blessed to live and operate in this business friendly state of Texas which was just ranked again by corporate executives as the best state for business. Texas has consistently held the top spot for the past 15 years.

The Lone Star State has led the US in job creation over the past two decades. This includes jobs at all income levels.

Our economy consistently grows faster than the national economy, our unemployment rate is consistently lower than the national average. Texas is the largest exporting state and exports are increasing. Texas is also number one relocation state with people coming mostly from the East Coast and West Coast.

As I mentioned at the outset, we are pleased by our merger with WNB Bancshares. The acquisition is performing better than expected and we're optimistic about the future.

We have a diversified portfolio and disciplined approach which enables us to perform well through all stages of the market and industry cycles. We work hard to provide top quality service, convenience and superior technology to our customers. Our top rated Frost app for phone and tablet is the preferred option for most banking transactions for a large and growing number of our customers.

We're also finalizing plans to enable Apple Pay for our Frost debit cards. We continue to give customer options on the way they can interact with us because of our strong value proposition, culture and excellent service customers continue to choose Frost. I am grateful to our dedicated employees, including our new employees from WNB, who bring our culture to life every day and help make our strong results possible.

In summary, it was a bang up quarter. We saw significant increases in net income, average deposits, average loans and net interest income. Our credit quality trends remain positive as we stay true to our principles and our lending disciplines.

Our capital levels are strong. We have paid and increased our shareholder dividend annually for 20 consecutive years, and we are well-positioned to serve our customers, create new opportunities, continue to produce strong financial results. And with that I will turn the call over to Phil Green.

Thank you, Dick. I'm just going to make a few additional comments about the quarter and then our outlook for the rest of the year and then I will turn it back over to Dick for questions.

First, I would like to take just a moment to discuss the net interest margin for the third quarter. As Dick mentioned our net interest margin was 3.39% for the third quarter and that represented a decline of 9 basis points on a link quarter basis. However, this decline really resulted from an increase in our Fed liquidity of a little over $400 million for the quarter. Remember, that yields only 25 basis points.

And also we had the purchase of almost $600 million in US treasuries at a yield averaging about 2%. But if you look at our actual net interest income, it grew by about $8 million versus the second quarter which represented an annualized growth rate of about 15% on the basis of an equivalent number of days.

As we have noted for some time now, the third quarter was the last full quarter of amortization of our prime rate swap and it represented about $9 million of interest income in the quarter. The last remaining month will be amortized in October representing about $3 million in interest income. As we said in previous calls, we are in the process of replacing this lost income through the purchase of municipal securities which will be completed over the next few months.

Looking at our investment activity during the quarter, we purchased $270 million in municipal securities with tax equivalent yields averaging about 4.85%, a final maturities a little over 20 years and they were all callable basically in ten years. In addition as I noted earlier, we purchased a little under $600 million in treasury securities, split between five and seven year maturities and averaging a combined yield of approximately 2%. These treasury purchases essentially replace a similar amount of treasury maturities occurring in October.

Dick also mentioned a strong increase in our non-interest income for the quarter of over 9%. And the strongest component of non-interest income which represented 16% of the overall increase, was related to our trust business.

3/4 of this growth in trust represented investment management fees which increased a little over 20% from a year-ago. This was by strong market over this period of time, new account growth and an increase in our fee schedule late last year to be closer to market.

Most of the remaining growth came from strong oil and gas management fees which were up 50% from last year and reflect increased activity in the Eagle Ford Shale. This was driven primarily by royalty interest along with some lease bonus payments, but the big majority of it was royalty related. One other item to emphasize is the fact that the quarter was benefited by a relatively large recovery on a single commercial credit of $3.4 million which contributed to our unusually low provision for the third quarter and we don't expect that to be repeated.

So finally looking forward at our operating earnings for 2014, excluding the $0.07 in transaction costs in the current year related to the WNB acquisition, we currently believe; especially in light of our third quarter results, that the 2014 mean per analyst estimates at $4.23 for operating earnings is a little low and that estimates nearer the higher end of the range would be more reasonable. And with that I will turn it back over to Dick for questions.

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

(Operator Instructions). Your first question comes from the line of Emlen Harmon with Jefferies. Your line is open.

Hey. Good morning. This is actually Travis Potts on for Emlen.

Okay. Thank you.

I was just wondering, looked like quarter loan growth backed off the pace from recent quarters. Can you give a little more color there? What you are seeing, what slowed down?

We've had a strong first six months. Yes, it slowed down a little bit, but what I'm very comfortable with is how strong the pipeline is. You get some large payments and hit those times, but I wouldn't let the third quarter discourage you about just continued steady movement in our loan growth.

Just looking at advance rates on the lines of credit, you heard me be very disappointed, particularly in our construction loans, they ran around 47% advance rates at the beginning of the year, got as low in April as 44%. They're now sitting at almost 51%, so that's coming along.

I talked a lot about construction loans, more cash going into the front end and paying them off quicker and all those things, but I see a little light at the end of the tunnel there. Also, if you look at our advanced rate on revolving credits, this time last year we were at about 40% advance rate and today we sit at 42%. I know 2% doesn't sound like much, but when you're talking billions of dollars it turns out to be real money.

So yes, we had a little bit of downturn in the third quarter. But all the statistics of looking forward look very positive as we go along, and I'm very encouraged.

I just want to say one other thing just along the lines of what Dick is talking about. If you look what recent loan activity has been, look what loan growth has been, we ended the quarter at about $10.7 billion in loans.

The latest number I have as we sit today at about $10.9 billion. So I would call it good growth since the end of the quarter which goes along with what Dick was saying about activity still being good.

Great. That's great color. Thank you.

And then I guess just on the swap benefit roll-off. I know you said you added I think it was $270 million in munis this quarter. I guess how should we be thinking about the impact, and how much more progress do you think you need to make on a muni to offset the swap benefits?

I think just based upon the yields we're receiving on the things that we're buying, in the $800 million range is been the target that we feel would be needed to replace the interest income that's rolling off of that. So we're working hard to do that, and we're doing a great job in terms of keeping our quality up and the terms that we like to see.

At the same time we have that's really just a replacement of what what's rolling off. In fact, I guess at this date it's already rolled off. We need to continue to invest the liquidity that we're continuing to see in our balance sheet, so we'll be doing that and more.

Great. Thank you.

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

Hey. Good morning, guys.

Good morning, Brady.

We've had a lot of focus this earning season on energy lending. I know you guys are in that space pretty heavily. With the price of oil now in the low $80s, it doesn't sound like it's going to be much of a credit impact at least in the near-term.

But can you comment on what you expect to see from utilization of energy lines and energy balances? Whether those will grow more, or less so, with energy being where it is?

Yes. Let's talk a little bit about the energy business because there is a great deal of discussion in the media about it, and quite frankly, there's a lot of speculation about what's going on. So let me just review a few facts, and then let's come into specifically what you're talking about.

Oil price is now at $80. They've declined about 20% since the January, July averages. The Henry Hub gas price is around $3.65 is down about 23%, so we have seen the decline in pricing.

Drilling activity is still pretty strong with 1,900 rigs and a little over 80% are in the oil patch or drilling for oil. At the same time it's had tremendous success in this country contributing about 1 million barrels of oil, adding to the production growth since July of last year. Just over the last year.

So I think we can say that, yes, we've had a decline, but it's really helped this country in building our reserves. Now dependent on what price settles out and how long it stays there, is really going to have a lot to do with what's happening.

Also we've got to recognize when you get a downturn like this you're going to see lower drilling costs and many factors are in play as we go along hedging dividend policies, debt management, there will be some sales and purchase decisions. And certainly, depending on which location in the United States, basins have a wide difference in economic quality.

So let's now look at a few facts about Frost. I think it's important to start with our price deck. Remember, that we review our price deck quarterly.

Today we're at $80 a barrel and holding oil flat. Natural gas we're at $3.75 and 2015 increasing $0.25 a year until 2018 and holding flat at $4.50. Also, always remember the discounting of future cash flow is 9%.

So where all that leads to is that we also lend 65% of these amounts after you do all those calculations. So 2015 oil would mean we're loaning $52 a barrel and $2.40 on natural gas. We always factor in other differentials such as transportation and unique lifting and secondary costs.

So it all results in the numbers even being a little bit lower than that. And when you look at our portfolio, production borrowers in general are at an advanced rate of about 50%. Our mix of oil and gas runs about 60% gas, 40% oil.

So a drop in oil prices is not a one-on-one impact on the revenues and the collateral values. Based on our conversation with our customers, cost to deliver and finance production really needs around $75 a barrel. You're till receiving a good favorable return.

If it gets to $70 a barrel, it would delay some projects. Not all projects. You would also see some aggressive cuts in expenses.

Again, I think it's always important we seem to just read about the price of oil or gas. It's got to hold there as a general rule for about 90 days until you start to see the decision process start to take place. Overall, any energy credit $5 million in size are reviewed quarterly with a few exceptions of where the risk grade is just so favorable and there's lots of other assets we don't feel it's necessary.

I think the other thing to remember is I'm very proud of our energy team. They have lots of experience.

We had built our team strong over the last couple of years. The acquisition of WNB added some real expertise, outstanding engineering, and we have a history of knowing our customers.

We're not playing the numbers game, we know who we're dealing with, we know their characteristics and so I feel good about where we are. It's certainly no time to panic in my opinion. You got to watch the speculation, but it is a time to stay close to our customers and continue to stay true to our credit disciplines.

So all those facts and you asked me what's going to happen. Certainly we've talked a lot about that there's all kinds of factors and plays that are going on with this. I mean Libya coming on with what 3 billion barrels or whatever it was, is one of the shocks that happened to it.

If you look in the southern region, I see an opportunity for drilling natural gas which has been really pretty weak and it is a good opportunity as we go forward. If you look at the southern part -- and you got to think of natural gas in two segments of the United States -- there's no question that the Marcellus and Utica is a great natural gas play. But also, those pipelines are not sufficient to bring gas to the southern part of the United States and the southeast. So most of that is going to the markets that are near.

So if you look down at Texas, Oklahoma, Louisiana, New Mexico and Arkansas, you will find that gas production in this region is declining and the gas storage in this region is running about 17% behind last year. The Gulf Coast demand will grow over the next five years because of petrochemicals and LNG.

We could go into great detail about technology. That's really what's happened. The technology for this play.

The other thing that's important to note in our portfolio, we run about 50% or 60% of our portfolio as hedged for 12 months to 18 months out. Some are more than that; 24 months.

So because of the hedge positions there's some prediction there, and their customers have the wherewithal to continue to move forward. If you go to the Permian Basin -- certainly a very mature area that has a lot of infrastructure -- and they're going back into those oil fields and you're seeing the tremendous results of that.

We have years of experience say at [$80 or $90]. It's a good range to have oil. It keeps the speculators out of the market.

In fact we have been living you and all of us in this country of too much money chasing too few deals. I think we're in a pretty healthy position today.

And so again, coming back to knowing your customers, knowing what's happening, staying close to them. I think there will be some opportunities for us.

You can already see that at a 50% advance rate there's been pretty good conservatism as we go. But they're finding good reserves, as I mentioned at the very first of it, and I feel comfortable. I'm not confused that it is a commodity.

It's going to go up and down, and that's the reason you have to stay close to the market. Every day I pull up on my app to see where the price is. All of our energy people are watching very closely.

Okay. Thanks for that color. Then can you just remind us what percentage of your loan book is energy as of the end of the quarter?

A little less than 14%.

Okay. Great. Thank you, Dick.

Thank you.

Your next question comes from the line of Brett Rabatin with Sterne, Agee. Your line is open.

Hi, guys. Good morning.

Good morning.

I know the [Q] will be out later, but didn't know if you had handy, Phil, maybe the gross [spud] revenue and interest expense for the quarter.

Gross revenue and interest expense for the quarter?

Right.

Yes. I think I can put my hands on that. Let's see --

And while you're looking portfolio for that maybe you guys could comment on just the expense run-rate from here just thinking about post the deal. Is this a good number for expenses going forward, or is there going to be any down tick from the third quarter? Any thoughts on the expense levels going forward?

I would say that expenses for the quarter were a little bit high. In terms of the rate of growth we did bring in WNB employees, so we had the cost for a full quarter, whereas we had it for a month the quarter before.

We made some -- I will call them discretionary contributions -- to our charitable foundation because we did have really good performance and felt we could afford it. When we make those contributions those monies no longer belong to us. We direct them, but the cash is going to be expended for causes in the future.

But it does come out of our operating earnings today. That was about a $0.5 million.

We did have some good growth in debit card usage on the good side, and on the bad side there was some breaches. Everyone knows about the Home Depot. And of course, we always have some customers that were caught up in that and banks usually lose something there, so that's a little bit of an unusual thing. And then there were just some other (inaudible -- audio difficulties) and sundry things that were a little bit high.

So if I had to say, was it a little bit high on run-rate, I would say it probably was. But just remember that going forward we are doing a lot of things to continue to improve our franchise and our value proposition. We are taking care of some facilities issues that we really needed to do for a long time in terms of providing for some operation centers and that sort of thing.

I hate to say that it's dramatically high. We had a few unusual things in it, but things kind of come along over the next year.

Sometimes unusual things. Sometimes just building our business, so I wouldn't make too much of it.

Okay. Would it also be any builds you guys might have to do in terms of the regulatory compliance landscape? Does that essentially offset any potential reduction you have, either in expense say from WNB or some of that extraneous noise you mentioned in 3Q?

Actually we've been doing that, and there will be some more. That's been a steady stream.

You're right. We've been building the compliance area just for example as a result of our agreement with the Fed. But it hasn't been something that's just been overwhelming at this point. I think it's just going to be a steady stream of continuing to build that capacity.

Okay. And then.

It's pretty much built into the run-rate this year of what our expenses, wouldn't you agree, Phil.

I think so. For the compliance thing. And I think you asked about revenue for the quarter is that right?

Right.

I've got tax equivalent revenue at $289 million for the third quarter 2014.

Okay. Then I guess the other thing, was just curious with the actions you're taking with the securities portfolio. Any thoughts on where you guys think you might end up from an asset sensitive perspective once you're done? Assuming most of that's going to happen in 4Q, will that change how you guys model yourself from an asset sensitivity perspective?

We are still solidly asset sensitive today. You remember when you see it in the Q we're conservative on our assumptions for demand deposit.

Right.

That we pay on it. We've got a very sensitive rate that's fairly highly correlated directionally to the LIBOR.

I will keep saying it. The reason we do that is because we're not in charge of what the market does.

We're going to compete in the marketplace, and we want to put a conservative number out there that would show a very competitive situation and us reacting to it. In the event that we don't have that -- which I think is the most probable -- we're much more asset sensitive.

So we'll show in the Q that up 200 ratable increase. Average is 100 basis points. We'll show about 0.5% positive asset sensitivity.

But that, again, is with a demand deposit rate that's moving sharply upward. We're much more asset sensitive, much more than that in the event that rate is more than ministered rate.

I think a couple of other things to talk about, it anecdotally gives you a feel for what is our sensitivity and how we think about it. Just remember don't just look at the investment portfolio and what we're doing there because we really have a barbell strategy that's represented by the investment portfolio and taking advantage of where we see value there in the market on one hand, and then the liquidity that we're maintaining in the balance sheet which is basically a one day duration on the other hand. Our liquidity continues to be strong.

I talked about the investment purchases that we made during the quarter. We've made some after the quarter. We average in round numbers about $4.5 billion.

At the Fed for this quarter that was up by I think I said $400 million from the previous quarter. So we saw an increase there.

If you look at where we are today, even with the investments that we've made we're today sitting around $4.7 billion at the Fed. At some point we got up to over $5 billion in the Fed in terms of liquidity in the third quarter.

So the investments of these funds that you're seeing us talk about really is just necessary in light of the great growth in because of relationships, mainly, and good customer growth that we've had in our balance sheet. Then maturities of what's coming out of our portfolio otherwise.

So we monitor the entire balance sheet, not just what's going on in the investment portfolio. Because of where we stand with our liquidity and because of the growth in our relational core accounts that have really long durations themselves, we feel very good about continuing to maintain a solidly asset sensitive position.

Okay. Great. Appreciate all the color.

Your welcome.

(Operator Instructions). Your next question comes from the line of Scott Valentin with FBR &Co. Your line is open.

Good morning and thanks for taking my question. Just to follow up on the theme earlier on the Fed funds in the securities portfolio. If you did a combined duration of the two given the barbell strategy, how is that moving over time?

Over time. Well, that's pretty open-ended, but I would say that the --

Maybe last two quarters, three-quarters to give it a more fixed time frame.

Okay. I would say our duration of our investment portfolio has increased somewhat over time over the last couple of quarters. If I can look back here.

First of all, let me tell you what our duration is today. As we've said many times, you need to consider what you think is going to happen with the municipal securities and will they be called or not. Because remember our strategy is to buy municipal securities with high coupons and within your calls.

Those securities really are anticipated by us and the market to be called. So if you look at the duration of our portfolio with the municipals to call, overall duration is about a 3.8 year duration.

That really hasn't changed much over the last few quarters, and the reason is because as we continue to buy some municipals we've also bought treasuries, and in some cases some short-term treasuries. So we're sort of mixing in shorter durations along with the longer-term munis. So it really hasn't changed a whole lot.

I should say none of the munis are called which we certainly don't expect; the market doesn't expect. Our duration would increase to about 6.3 years. But looking at the option adjusted duration of the end 3.83 years, and that's without the liquidity piece of it, then you could see that's been fairly stable.

Just off the top of my head, if we were to look at the liquidity piece over the last few quarters. Let's go back a couple of quarters.

I said we were $4.6 billion on average this quarter. If you look at the first quarter, we averaged $3.8 billion. So that one day liquidity piece is really growing, frankly, at a higher percentage rate than our investment portfolio.

Okay. That helps. I know you mentioned keeping the barbell strategy, and maybe doing some more short-term investments on the treasury side. But is there room to shift more of that Fed funds into maybe higher earning securities, or would that then throw off the duration more than you would like?

Interesting you mention it. I talked about this is almost $600 million that we bought at the end of the quarter split between five year and seven year treasuries. We really felt like given where rates were and where they're likely to move, and we're really seeing the intermediate term in the curve.

And in closer is where the moves might come, we felt like there was pretty good value there. Given the fact our liquidity, as I mentioned, had gone over $5 billion and we had $600 million maturing -- although it's pretty low duration -- in October, we feel we really needed to bite the bullet and move out on the curve some.

We will do some more of those in the treasury side of the portfolio in the fourth quarter. Just recognizing what you have said that we do have to do something with the money.

Because as we say, doing nothing is bad. So we will do some more of that.

I don't think anyone likes this market. I know I have said for years we don't like it, but on the occasion we hold our nose and get into it because it's the only market we have.

That's what we're doing. But I think all-in we feel real good with what we've been buying and where we stand on the duration. We feel like we have gotten pretty good value out of the part of the market in the curve that we've been investing in.

Thanks for answering my questions.

Your next question comes from the line of Jon Arfstrom with RBC Capital Markets. Your line is open.

Thanks, good morning, guys.

Good morning.

Good morning.

Just a couple questions here. Dick, have you seen any change in activity in the WNB footprint, or maybe give us an idea of what kind of demand you're seeing there?

Well, it's been very good. I mean certainly we may have lost a customer, but I can't tell you who it was. So we've just held very strong in protecting that.

The conversion process is always difficult. When you can go through that and hold on to all your customers, and what I see now is all that's settling down and we're moving into starting to build. I just see a real good opportunity from that.

I'm really proud of the team out there. We're obviously staying very close to them to help educate them on how we do business. But I just see it as really positive and some good opportunities. What we haven't talked about, they did not have a wealth management business and we have begun to spend time out there with both our wealth management and our insurance.

So those are really good opportunities where we have a lot of depth and expertise, and there's a lot of wealth out there. I think to answer your question it's been successful in holding on and staying where we are with a little bit of growth. But I see the opportunities to grow, and grow in some businesses they weren't in as significant, over time.

So satisfied thus far with the progress?

I am very satisfied.

Okay. I forget the phrase you used. Aggressive lookers, cautious buyers, something like that. Are you seeing any more activity?

That's where I am. I'm an aggressive looker and conservative buyer.

Okay. Just maybe for you, Phil, a follow-up on loan to deposit ratio and securities portfolio. I guess my sense is you're not really satisfied with the fact that you have to keep growing the securities portfolio.

I'm just wondering if you all eventually expect the loan demand to pick up to allow you to utilize some of the cash that you have sitting around? Or is this something where in a year from now what if it grows to $6 billion or $7 billion, and how would you handle something like that?

I wouldn't like it because we would like to see the economy continue to improve, and we are seeing that. We would also like to see a little bit more rationale being structured in the market.

I think that hopefully when the Fed gets out of the way and we get out of these zero interest rates and people are just not starved for someplace to put their money, you will see some rationality. That may take a while.

But I think the combination of those factors, maybe a normalized rate environment, maybe a little bit more normalcy in terms of government, although we will see. It could help us on just the general feel of the economy.

The other thing is, as Dick talks about all the time, I think we have done a great job of increasing and expanding our relationships. We have already done a lot of the of the hard work of growing these relationships.

It's really more of a situation now where with a lot of these if we can see them optimistic enough to borrow under an advance under these lines I think that's some good wind at our backs that we'll see. Then we have some strong pay down activity in the quarter which I think related to one of the questions that was asked earlier. If we can see that slowdown, we'll continue to see some wind in our back from that.

So long-winded answer, we really hope to see some great loan growth over the next couple of years. It will take a while.

It's not going to take a couple of years. It will take five years-plus to bring our loan to deposit ratio back to where it was.

But frankly, right now that's almost a high class problem because in our deposit, growth has really resulted in increasing relationships. Half of our growth in deposits -- as great as it is -- is coming from new relationships. People that didn't have any relationship with us a year ago.

So as long as we continue to do that, we'll continue to have lots of money to lend in what is a great Texas economy. So hopeful that we will feel the need to buy less securities because of loan growth picking up faster, but we will just have to see.

I would just remind you I made this comment. I guess two, three things.

One, I can't tell you how proud I am of our staff and how hard they work in a very disciplined way to call on customers. You will remember when we were coming out of the great recession and we were committed to building relationships, which we all know now was very successful.

Let's not forget that these new relationships account for almost 56% of our year-to-date growth and total loans outstanding. These new relationships account for 84% of our growth and loans under $10 million.

So we believed at that time in 2009 that if we built the base of this Company, that would turn into other opportunities. I think the facts that we're looking at today show it is definitely happening. I'm so glad we did that.

Then you just start -- because we do so much team selling -- is selling wealth management, insurance products and all those other things. It's proof in the pudding that it's working.

I agree with that. Maybe a crazy question to ask Dick Evans, but do you of ever sit around and think that maybe you're being too conservative on lending and that you can increase the pace of growth a bit, particularly with what you're seeing on the credit quality front with it continuing to get better?

Well, you and I didn't know each other in the 1980's and I can talk to you about it without my shrink sitting next to me. I've got a pretty deep scar that's healed from -- and I tell you what the way to blow a bank up is by making bad loans. There is a lot of crazy stuff going on right now. As I told you, I am extremely pleased that we're staying true to what we were doing. When you look deeper at the details, I told you the structure is still about 60% and 40%. That's where we want. And when you look at prospects, we're not losing from pricing, but we've increased the loss from structure. So there are more people doing crazy things, and our book rates with prospects is up from last year. You look at customers, we're again, competitive on pricing, but structure we're losing a fewer more deals than that. Our book rate is up to about 71%. I just think you got to be real careful. Are we working hard to make every deal work? You bet we are. But I don't want to be talking to you three years from now about all the problems we created when everybody was just going crazy. You got a little bit of -- not a little bit. You got a lot of just everybody thinking you can make any deal there work out. I'm proud of our credit disciplines, but also don't hear me saying we're just sitting back. Oh, conservative Frost not doing things. We're finding every way in the world to structure something to make the loan.

Okay. Great. Thanks a lot. I appreciate it.

Your next question comes from the line of Matthew Olney with Stephens Inc. Your line is open.

Hey. Thanks. Good morning, guys. I wanted to go back to the discussion on expenses. Phil, can you talk more about if there was any effect on pension expense in 3Q? Any material change in the accrual during 3Q? I know the accounting behind this can be pretty ugly, but can you talk about if there can be any material change in pension expense in 2015 given the recent volatility of rates?

Okay. Well, the retirement pension expense has been a real positive this year because it's actually because of the performance of the assets we actually had income related to that this year as opposed to expense, so that's been a pretty big favorable swing. I mean compared to a year ago we were calling $1.2 million-less a net swing from last year.

I think you can make a good point given where interest rates are and what the market has been doing recently. We will probably see that turn around to an extent. There will be some impact there.

I can't tell you what it will be right now because, as you say, the accounting is pretty arcane and it's very complicated. I would say my gut is that we won't have income this next year.

We'll probably have some level of expense. You see that turn around.

Okay. That's helpful. And then as far as the purchases of treasuries of $600 million that you mentioned earlier, I think you said you're replacing that with a similar amount that's maturing this month.

Just to clarify, at what point did you purchase the $600 million? Was it since the end of the quarter? And secondly, what was the average yield of the $600 million that's maturing?

Okay. We purchased the almost $600 million in September. I think the average yield of the stuff that was maturing was pretty low. I want to say it was like 37.

I can look at that, but it is fairly low. My recollection is 37 basis points, but I'll take a look at it as we go along and see if I can true that up.

And I think you already mentioned this, but what was the average yield of what you were purchasing of that $600 million?

It was around 2% when you average both tranches together.

Okay. Alright. Thanks, guys.

Thank you.

Your next question comes from the line of John Moran with Macquarie. Your line is open.

Hi, guys.

Hi, John.

Phil, maybe a quick follow-up on the fee side of things which you have had a string of pretty good quarters here. You said that 50% of that increase was out of the trust business, 75% of that was management fees. And then oil and gas I missed, it was up a bunch and drove some portion of that?I'm sorry. It was hard to hear you. The first part of your question. Could you repeat it?

I apologize. Could you just repeat that?

Yes. Sorry about that. On the fee side of things a good couple of quarters strung together here. You had mentioned some statistics on that in the prepared remarks. I just missed what portion of that was oil and gas management fee driven?

Okay. Well, let's see. I think 60%.

Let me see what my comments were. Just give me one second here.

While he's looking for that number, I would just say to you that in the oil and gas fees that were up, I was very pleased that most of that was for royalty increases which you like to see. Don't misunderstand me. I love the bonuses, too, and the trust area, but royalties are more lasting.

Yes. If you just look at the numbers, we were up year-over-year $4.1 million in round numbers in the trust, the investment fees were up $3.1 million and the oil and gas fees were $930,000 increase.

Okay. Just given market volatility and the price of the commodities, it could be safe to assume that there could be some downward pressure on those lines. But it sounds like with WNB coming in and them not really having that as a line of business, there'd be plenty of opportunity to cross-sell and offset any weakness that we might see there otherwise.

Yes. There is an opportunity, but it takes time. This stuff won't happen overnight. Certainly we're committed to building that well (inaudible -- technical difficulty).

Got it. That's helpful. Dick, we've talked for a lot of quarters about pricing being under pressure and some structure weakness, but it sounds like maybe things are materially worsening on the structure side, and this is a little bit of a follow-up.

Could you give us an example of something where structure just is like -- hey, we're going to draw a bright line -- we're not going on there -- and what would be an example of something that you guys are seeing in the market that you're just walking away from.

Well, you gets a lot of it just in the [nits and nats] of covenants. If you have got a deal that we think needs to be secured by collateral and somebody walks in and does it unsecured, we're just not going do that depending on the circumstances.

On the construction loans they are up to 48 months. You got to watch to make sure that they're not stretching too long in those regards.

It's a great question. There's so many details that you get down and start looking at. It gets down to a judgement case of where you just think there's more risk than the return deserves.

You come back to the fact of that which is very fundamental for us. It really gets down to who we're dealing with, and if you got somebody that's just not going to take the responsibility.

You also get guarantees that burn-off too quick. That's a big factor that we're seeing. Basically, particularly in construction, you want the person building it to stay there until it's built, and that's the risk in it. It's being sure that somebody is going to be responsible to build it.

Once it's complete and occupied well then you can understand why some guarantees ought to burn-off. Does that help you any?

It does. Yes. I appreciate that.

And then I got one last kind of [ticky-tack] one for Phil just on tax rate ran a touch higher than I think we were look for, and where it had been on the first half of the year. Is this kind of 18%-ish the right way to be thinking about it for the year?

Well, it was actually a little bit high in the third quarter because it had been running less. The way you have to do that is that you have to estimate your effective tax rate for the whole year and then you got to true it up at the end of the quarter.

So we had some catch-up we had to do because earnings were really better, frankly, is the main reason. And so we ran about 18% for the quarter. It ought to run around 17.2% for the full year, and that would be our expectation of around that level for the fourth quarter.

Okay. And then into 2015 as you layer in some more munis we can see presumably some downward trend in that?

It could go down some. It could.

Okay. Terrific. Thanks very much for taking the questions, guys.

Thank you.

(Operator Instructions). There are no further questions in queue. I turn the call back over to Mr. Dick Evans for any closing remarks.

Well, thank you for your interest in Cullen/Frost. This concludes our third quarter 2014 conference call.

Ladies and gentlemen, this concludes today's conference call. You may now disconnect.