Forward-Looking Statements and Factors that Could Affect Future Results



Certain statements contained in this Annual Report on Form 10-K that are not
statements of historical fact constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"),
notwithstanding that such statements are not specifically identified as such. In
addition, certain statements may be contained in our future filings with the
SEC, in press releases, and in oral and written statements made by us or with
our approval that are not statements of historical fact and constitute
forward-looking statements within the meaning of the Act. Examples of
forward-looking statements include, but are not limited to: (i) projections of
revenues, expenses, income or loss, earnings or loss per share, the payment or
nonpayment of dividends, capital structure and other financial items;
(ii) statements of plans, objectives and expectations of Cullen/Frost or its
management or Board of Directors, including those relating to products, services
or operations; (iii) statements of future economic performance; and
(iv) statements of assumptions underlying such statements. Words such as
"believes", "anticipates", "expects", "intends", "targeted", "continue",
"remain", "will", "should", "may" and other similar expressions are intended to
identify forward-looking statements but are not the exclusive means of
identifying such statements.

Forward-looking statements involve risks and uncertainties that may cause actual
results to differ materially from those in such statements. Factors that could
cause actual results to differ from those discussed in the forward-looking
statements include, but are not limited to:

•The effects of and changes in trade and monetary and fiscal policies and laws,
including the interest rate policies of the Federal Reserve Board.
•Inflation, interest rate, securities market and monetary fluctuations.
•Local, regional, national and international economic conditions and the impact
they may have on us and our customers and our assessment of that impact.
•Changes in the financial performance and/or condition of our borrowers.
•Changes in the mix of loan geographies, sectors and types or the level of
non-performing assets and charge-offs.
•Changes in estimates of future credit loss reserve requirements based upon the
periodic review thereof under relevant regulatory and accounting requirements.
•Changes in our liquidity position.
•Impairment of our goodwill or other intangible assets.
•The timely development and acceptance of new products and services and
perceived overall value of these products and services by users.
•Changes in consumer spending, borrowing and saving habits.
•Greater than expected costs or difficulties related to the integration of new
products and lines of business.
•Technological changes.
•The cost and effects of cyber incidents or other failures, interruptions or
security breaches of our systems or those of our customers or third-party
providers.
•Acquisitions and integration of acquired businesses.
•Changes in the reliability of our vendors, internal control systems or
information systems.
•Our ability to increase market share and control expenses.
•Our ability to attract and retain qualified employees.
•Changes in our organization, compensation and benefit plans.
•The soundness of other financial institutions.
•Volatility and disruption in national and international financial and commodity
markets.
•Changes in the competitive environment in our markets and among banking
organizations and other financial service providers.
•Government intervention in the U.S. financial system.
•Political instability.
•Acts of God or of war or terrorism.
•The potential impact of climate change.
•The impact of pandemics, epidemics or any other health-related crisis.
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•The costs and effects of legal and regulatory developments, the resolution of
legal proceedings or regulatory or other governmental inquiries, the results of
regulatory examinations or reviews and the ability to obtain required regulatory
approvals.
•The effect of changes in laws and regulations (including laws and regulations
concerning taxes, banking, securities and insurance) and their application with
which we and our subsidiaries must comply.
•The effect of changes in accounting policies and practices, as may be adopted
by the regulatory agencies, as well as the Public Company Accounting Oversight
Board, the Financial Accounting Standards Board and other accounting standard
setters.
•Our success at managing the risks involved in the foregoing items.

In addition, financial markets and global supply chains may continue to be adversely affected by the current or anticipated impact of military conflict, including the current Russian invasion of Ukraine, terrorism or other geopolitical events.

Forward-looking statements speak only as of the date on which such statements are made. We do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events.

Application of Critical Accounting Policies and Accounting Estimates



We follow accounting and reporting policies that conform, in all material
respects, to accounting principles generally accepted in the United States and
to general practices within the financial services industry. The preparation of
financial statements in conformity with accounting principles generally accepted
in the United States requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
While we base estimates on historical experience, current information and other
factors deemed to be relevant, actual results could differ from those estimates.

We consider accounting estimates to be critical to reported financial results if
(i) the accounting estimate requires management to make assumptions about
matters that are highly uncertain and (ii) different estimates that management
reasonably could have used for the accounting estimate in the current period, or
changes in the accounting estimate that are reasonably likely to occur from
period to period, could have a material impact on our financial statements.

Accounting policies related to the allowance for credit losses on financial
instruments including loans and off-balance-sheet credit exposures are
considered to be critical as these policies involve considerable subjective
judgment and estimation by management. As discussed in Note 1 - Summary of
Significant Accounting Policies, our policies related to allowances for credit
losses changed on January 1, 2020 in connection with the adoption of a new
accounting standard update as codified in Accounting Standards Codification
("ASC") Topic 326 ("ASC 326") Financial Instruments - Credit Losses. In the case
of loans, the allowance for credit losses is a contra-asset valuation account,
calculated in accordance with ASC 326, that is deducted from the amortized cost
basis of loans to present the net amount expected to be collected.

In the case of off-balance-sheet credit exposures, the allowance for credit
losses is a liability account, calculated in accordance with ASC 326, reported
as a component of accrued interest payable and other liabilities in our
consolidated balance sheets. The amount of each allowance account represents
management's best estimate of current expected credit losses on these financial
instruments considering available information, from internal and external
sources, relevant to assessing exposure to credit loss over the contractual term
of the instrument. Relevant available information includes historical credit
loss experience, current conditions and reasonable and supportable forecasts.
While historical credit loss experience provides the basis for the estimation of
expected credit losses, adjustments to historical loss information may be made
for differences in current portfolio-specific risk characteristics,
environmental conditions or other relevant factors. While management utilizes
its best judgment and information available, the ultimate adequacy of our
allowance accounts is dependent upon a variety of factors beyond our control,
including the performance of our portfolios, the economy, changes in interest
rates and the view of the regulatory authorities toward classification of
assets. See the section captioned "Allowance for Credit Losses" elsewhere in
this discussion as well as Note 1 - Summary of Significant Accounting Policies
and Note 3 - Loans in the notes to consolidated financial statements included in
Item 8. Financial Statements and Supplementary Data elsewhere in this report for
further details of the risk factors considered by management in estimating the
necessary level of the allowance for credit losses.
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Overview



The following discussion and analysis presents the more significant factors that
affected our financial condition as of December 31, 2022 and 2021 and results of
operations for each of the years then ended. Refer to Management's Discussion
and Analysis of Financial Condition and Results of Operations included in our
Annual Report on Form 10-K filed with the SEC on February 4, 2021 (the

" 2021 Form 10-K " ) for a discussion and analysis of the more significant factors that affected periods prior to 2021.



Certain reclassifications have been made to make prior periods comparable. This
discussion and analysis should be read in conjunction with our consolidated
financial statements, notes thereto and other financial information appearing
elsewhere in this report. From time to time, we have acquired various small
businesses through our insurance subsidiary. None of these acquisitions had a
significant impact on our financial statements. We account for acquisitions
using the acquisition method, and as such, the results of operations of acquired
companies are included from the date of acquisition.

Taxable-equivalent adjustments are the result of increasing income from tax-free
loans and investments by an amount equal to the taxes that would be paid if the
income were fully taxable, thus making tax-exempt yields comparable to taxable
asset yields. Taxable equivalent adjustments were based upon a 21% income tax
rate.

Dollar amounts in tables are stated in thousands, except for per share amounts.

Results of Operations

Net income available to common shareholders totaled $572.5 million, or $8.81 diluted per common share, in 2022 compared to $435.9 million, or $6.76 diluted per common share, in 2021 and $323.6 million, or $5.10 diluted per common share, in 2020.

Selected income statement data, returns on average assets and average equity and dividends per share for the comparable periods were as follows:



                                                            2022                 2021                 2020
Taxable-equivalent net interest income                 $ 1,386,981          $ 1,077,315          $ 1,070,937
Taxable-equivalent adjustment                               95,698               92,448               94,936
Net interest income                                      1,291,283              984,867              976,001
Credit loss expense                                          3,000                   63              241,230
Non-interest income                                        404,818              386,728              465,454
Non-interest expense                                     1,024,274              881,994              848,904
Income before income taxes                                 668,827              489,538              351,321
Income tax expense                                          89,677               46,459               20,170
Net income                                                 579,150              443,079              331,151
Preferred stock dividends                                    6,675                7,157                2,016
Redemption of preferred stock                                    -                    -                5,514
Net income available to common shareholders            $   572,475          $   435,922          $   323,621
Earnings per common share - basic                      $      8.84          $      6.79          $      5.11
Earnings per common share - diluted                           8.81                 6.76                 5.10
Dividends per common share                                    3.24                 2.94                 2.85
Return on average assets                                      1.11  %              0.95  %              0.85  %
Return on average common equity                              16.86                10.35                 8.11
Average shareholders' equity to average assets                6.87                 9.48                10.64


Net income available to common shareholders increased $136.6 million for 2022
compared to 2021. The increase was primarily the result of a $306.4 million
increase in net interest income and a $18.1 million increase in non-interest
income partly offset by a $142.3 million increase in non-interest expense and a
$43.2 million increase in income tax expense.

Details of the changes in the various components of net income are further discussed below.


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Net Interest Income



Net interest income is the difference between interest income on earning assets,
such as loans and securities, and interest expense on liabilities, such as
deposits and borrowings, which are used to fund those assets. Net interest
income is our largest source of revenue, representing 76.1% of total revenue
during 2022. Net interest margin is the ratio of taxable-equivalent net interest
income to average earning assets for the period. The level of interest rates and
the volume and mix of earning assets and interest-bearing liabilities impact net
interest income and net interest margin.

The Federal Reserve influences the general market rates of interest, including
the deposit and loan rates offered by many financial institutions. Our loan
portfolio is significantly affected by changes in the prime interest rate. As of
December 31, 2022, approximately 42.7% of our loans had a fixed interest rate,
while the remaining loans had floating interest rates that were primarily tied
to the prime interest rate (approximately 27.7%) or the London Interbank Offered
Rate ("LIBOR") (approximately 8.2%). We discontinued originating LIBOR-based
loans effective December 31, 2021 and have begun to negotiate loans using our
preferred replacement index, the American Interbank Offered Rate ("AMERIBOR"), a
benchmark developed by the American Financial Exchange, the Secured Overnight
Financing Rate ("SOFR") or a benchmark developed by Bloomberg Index Services
("BSBY"). As of December 31, 2022, approximately, 21.4% of our loans were tied
to one of these three indexes. For our currently outstanding LIBOR-based loans,
the timing and manner in which each customer's contract transitions from LIBOR
to another rate will vary on a case-by-case basis. Our goal is to complete all
transitions by the end of first quarter of 2023.

Select average market rates for the periods indicated are presented in the table
below.

                                                  2022        2021        2020
Federal funds target rate upper bound            1.87  %     0.25  %     0.54  %
Effective federal funds rate                     1.69        0.08        0.37
Interest on reserve balances                     1.76        0.13        0.39
Prime                                            4.86        3.25        3.54
1-Month LIBOR                                    1.91        0.10        0.52
3-Month LIBOR                                    2.39        0.16        0.65
AMERIBOR Term-30(1)                              1.79        0.11        0.54
AMERIBOR Term-90(1)                              2.33        0.17        0.68
1-Month Term SOFR(2)                             1.86        0.04        0.35
3-Month Term SOFR(2)                             2.18        0.05        0.34

Bloomberg 1-Month Short-Term Bank Yield Index 1.81 0.07 0.50 Bloomberg 3-Month Short-Term Bank Yield Index 2.29 0.13 0.59




____________________

(1)AMERIBOR Term-30 and AMERIBOR Term-90 are published by the American Financial Exchange.

(2)1-Month Term SOFR and 3-Month Term SOFR market data are the property of Chicago Mercantile Exchange, Inc. or its licensors as applicable. All rights reserved, or otherwise licensed by Chicago Mercantile Exchange, Inc.



As of December 31, 2022, the target range for the federal funds rate was 4.25%
to 4.50%. In December 2022, the Federal Reserve released projections whereby the
midpoint of the projected appropriate target range for the federal funds rate
would rise to 5.1% by the end of 2023 and subsequently decrease to 4.1% by the
end of 2024. While there can be no such assurance that any increases or
decreases in the federal funds rate will occur, these projections imply up to a
75 basis point increase in the federal funds rate during 2023, followed by a
100 basis point decrease in 2024. The target range for the federal funds rate
was increased 25 basis points to 4.50% to 4.75% effective February 2, 2023.

We are primarily funded by core deposits, with non-interest-bearing demand
deposits historically being a significant source of funds. This lower-cost
funding base is expected to have a positive impact on our net interest income
and net interest margin in a rising interest rate environment. See Item 7A.
Quantitative and Qualitative Disclosures About Market Risk elsewhere in this
report for information about our sensitivity to interest rates. Further analysis
of the components of our net interest margin is presented below.
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The following table presents an analysis of net interest income and net interest
spread for the periods indicated, including average outstanding balances for
each major category of interest-earning assets and interest-bearing liabilities,
the interest earned or paid on such amounts, and the average rate earned or paid
on such assets or liabilities, respectively. The table also sets forth the net
interest margin on average total interest-earning assets for the same periods.
For these computations: (i) average balances are presented on a daily average
basis, (ii) information is shown on a taxable-equivalent basis assuming a 21%
tax rate, (iii) average loans include loans on non-accrual status, and
(iv) average securities include unrealized gains and losses on securities
available for sale, while yields are based on average amortized cost.

                                                                         2022                                                         2021                                                         2020
                                                                         Interest                                                     Interest                                                     Interest
                                                    Average              Income/              Yield              Average              Income/              Yield              Average              Income/              Yield
                                                    Balance              Expense              /Cost              Balance              Expense              /Cost              Balance              Expense              /Cost
Assets:
Interest-bearing deposits                       $ 12,783,536          $   216,367              1.69  %       $ 13,530,312          $    17,878              0.13  %       $  5,302,616          $    12,893              0.24  %
Federal funds sold                                    37,171                  948              2.55                14,836                   31              0.21                78,817                  723              0.92
Resell agreements                                     17,079                  592              3.47                 6,611                   16              0.24                20,923                  172              0.82
Securities:
Taxable                                           10,719,066              249,797              2.16             4,606,562               89,550              1.97             4,234,318               93,569              2.27
Tax-exempt                                         7,997,778              327,559              4.08             8,268,416              314,600              4.06             8,447,036              323,928              4.08
Total securities                                  18,716,844              577,356              2.95            12,874,978              404,150              3.29            12,681,354              417,497              3.46
Loans, net of unearned discount                   16,738,780              776,156              4.64            16,769,631              679,142              4.05            17,164,453              684,686              3.99
Total earning assets and average rate earned      48,293,410            1,571,419              3.20            43,196,368            1,101,217              2.58            35,248,163            1,115,971              3.22
Cash and due from banks                              646,510                                                      564,564                                                      527,875
Allowance for credit losses                         (242,059)                                                    (258,668)                                                    (232,596)
Premises and equipment, net                        1,061,937                                                    1,038,034                                                    1,043,789
Accrued interest receivable and other assets       1,753,340                                                    1,442,682                                                    1,373,969
Total assets                                    $ 51,513,138                                                 $ 45,982,980                                                 $ 37,961,200

Liabilities:
Non-interest-bearing demand deposits            $ 18,202,669                                                 $ 16,670,807                                                 $ 13,563,696
Interest-bearing deposits:
Savings and interest checking                     12,160,482               12,055              0.10            10,682,149                1,365              0.01             8,283,665                2,467              0.03
Money market deposit accounts                     12,727,533              114,797              0.90             9,990,626                9,462              0.09             8,457,263               15,417              0.18
Time accounts                                      1,480,088               13,624              0.92             1,129,041                3,693              0.33             1,133,648               14,134              1.25
Total interest-bearing deposits                   26,368,103              140,476              0.53            21,801,816               14,520              0.07            17,874,576               32,018              0.18
Total deposits                                    44,570,772                                   0.32            38,472,623                               0.04                31,438,272                                   0.10
Federal funds purchased                               35,461                  690              1.95                32,177                   32              0.10                33,135                  100              0.30
Repurchase agreements                              2,335,326               34,443              1.47             2,115,276                2,209              0.10             1,436,833                4,382              0.30
Junior subordinated deferrable interest
debentures                                           123,042                4,172              3.39               133,744                2,484              1.86               136,330                3,560              2.61
Subordinated notes                                    99,262                4,657              4.69                99,105                4,657              4.70                98,948                4,656              4.71
Federal Home Loan Bank advances                            -                    -                 -                     -                    -                 -               109,290                  318              0.29
Total interest-bearing liabilities and average
rate paid                                         28,961,194              184,438              0.64            24,182,118               23,902              0.10            19,689,112               45,034              0.23
Accrued interest payable and other liabilities       807,820                                                      771,392                                                      669,755
Total liabilities                                 47,971,683                                                   41,624,317                                                   33,922,563
Shareholders' equity                               3,541,455                                                    4,358,663                                                    4,038,637
Total liabilities and shareholders' equity      $ 51,513,138                                                 $ 45,982,980                                                 $ 37,961,200
Net interest income                                                   $ 1,386,981                                                  $ 1,077,315                                                  $ 1,070,937
Net interest spread                                                                            2.56  %                                                      2.48  %                                                      2.99  %
Net interest income to total average earning
assets                                                                                         2.82  %                                                      2.53  %                                                      3.09  %



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The following table presents the changes in taxable-equivalent net interest
income and identifies the changes due to differences in the average volume of
earning assets and interest-bearing liabilities and the changes due to changes
in the average interest rate on those assets and liabilities. The changes in net
interest income due to changes in both average volume and average interest rate
have been allocated to the average volume change or the average interest rate
change in proportion to the absolute amounts of the change in each. The
comparison between 2021 and 2020 includes an additional change factor that shows
the effect of the difference in the number of days (due to leap year in 2020) in
each period for assets and liabilities that accrue interest based upon the
actual number of days in the period, as further discussed below.

                                                 2022 vs. 2021                                            2021 vs. 2020
                                      Increase (Decrease) Due to                                                 Increase (Decrease)
                                              Change in                                                           Due to Change in
                                       Rate               Volume                   Total              Rate             Volume             Days              Total

Interest-bearing deposits $ 199,513 $ (1,024)

    $ 198,489          $ (7,856)         $ 12,876          $    (35)         $  4,985
Federal funds sold                        808                109                      917              (336)             (354)               (2)             (692)
Resell agreements                         516                 60                      576               (79)              (77)                -              (156)
Securities:
Taxable                                 9,418            150,829                  160,247           (13,040)            9,021                 -            (4,019)
Tax-exempt                              1,607             11,352                   12,959            (1,618)           (7,710)                -            (9,328)
Loans, net of unearned discounts       98,271             (1,257)                  97,014            11,000           (14,673)           (1,871)        

(5,544)


Total earning assets                  310,133            160,069                  470,202           (11,929)             (917)           (1,908)       

(14,754)


Savings and interest checking          10,528                162                   10,690            (1,767)              672                (7)        

(1,102)


Money market deposit accounts         102,224              3,111                  105,335            (8,389)            2,476               (42)           (5,955)
Time accounts                           8,460              1,471                    9,931           (10,344)              (58)              (39)          (10,441)
Federal funds purchased                   655                  3                      658               (65)               (3)                -               (68)
Repurchase agreements                  31,991                243                   32,234            (3,646)            1,485               (12)           (2,173)
Junior subordinated deferrable
interest debentures                     1,901               (213)                   1,688            (1,010)              (66)                -            (1,076)
Subordinated notes                         (8)                 8                        -                (8)                9                 -                 1
Federal Home Loan Bank advances             -                  -                        -                 -              (318)                -         

(318)


Total interest-bearing liabilities    155,751              4,785                  160,536           (25,229)            4,197              (100)          (21,132)
Net change                         $  154,382          $ 155,284                $ 309,666          $ 13,300          $ (5,114)         $ (1,808)         $  6,378


Taxable-equivalent net interest income for 2022 increased $309.7 million, or
28.7%, compared to 2021. The increase in taxable-equivalent net interest income
during 2022 was primarily related to an increase in the average yield on
interest-bearing deposits (primarily amounts held in an interest-bearing account
at the Federal Reserve); an increase in the average volume of, and to a much
lesser extent, an increase in the yield on taxable securities; an increase in
the average yield on loans; and an increase in the average volume of, and to a
lesser extent, an increase in the average taxable-equivalent yield on tax-exempt
securities. The impact of these items was partly offset by an increase in the
average cost of interest-bearing deposit accounts (primarily money market
deposit accounts) and an increase in the average cost of repurchase agreements,
among other things. As a result of the aforementioned fluctuations, the
taxable-equivalent net interest margin increased 29 basis points from 2.53%
during 2021 to 2.82% during 2022.

The average volume of interest-earning assets for 2022 increased $5.1 billion,
or 11.8%, compared to 2021. The increase in the average volume of
interest-earning assets during 2022 included a $6.1 billion increase in average
taxable securities, a $22.3 million increase in average federal funds sold and a
$10.5 million increase in average resell agreements partly offset by a $746.8
million decrease in average interest-bearing deposits (primarily amounts held by
us in an interest-bearing account at the Federal Reserve), a $270.6 million
decrease in average tax-exempt securities, and a $30.9 million decrease in
average loans (of which approximately $1.7 billion related to PPP loans, as
further discussed below).

The average yield on interest-earning assets increased 62 basis points from
2.58% during 2021 to 3.20% during 2022 while the average rate paid on
interest-bearing liabilities increased 54 basis points from 0.10% in 2021 to
0.64% in 2022. The average taxable-equivalent yields on interest-earning assets
and the average rate paid on interest-bearing liabilities were primarily
impacted by the aforementioned changes in market interest rates and changes in
the volume and relative mix of interest-earning assets and interest-bearing
liabilities.
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The average taxable-equivalent yield on loans increased 59 basis points from
4.05% during 2021 to 4.64% during 2022. The average taxable-equivalent yield on
loans during 2022 was positively impacted by recent increases in market interest
rates. The average taxable-equivalent yield on loans during 2021 was positively
impacted by a higher average proportion of higher-yielding PPP loans to total
loans compared to 2022. The average volume of loans decreased $30.9 million, or
0.2%, in 2022 compared to 2021. The average volume of loans during 2022 was
impacted by decrease in the average volume of PPP loans. Excluding PPP loans,
average loans would have increased $1.7 billion, or 11.3%, during 2022 compared
to 2021. Loans made up approximately 34.7% of average interest-earning assets
during 2022 compared to 38.8% during 2021.

During 2022 and 2021, we recognized $2.6 million and $97.3 million,
respectively, in PPP loan related deferred processing fees (net of amortization
of related deferred origination costs) as a yield adjustment and this amount is
included in interest income on loans. As a result of the inclusion of these net
fees in interest income, the average yields on PPP loans were 2.84% and 6.26%
during 2022 and 2021, respectively, compared to the stated interest rate of 1.0%
on these loans.

The average taxable-equivalent yield on securities was 2.95% during 2022,
decreasing 34 basis points compared to 3.29% during 2021 and was negatively
impacted by a decrease in the relative proportion of higher-yielding tax-exempt
securities to total securities. The average yield on taxable securities was
2.16% during 2022 compared to 1.97% during 2021, increasing 19 basis points,
while the average yield on tax exempt securities was 4.08% during 2022 compared
to 4.06% during 2021, increasing 2 basis points. Tax exempt securities made up
approximately 42.7% of total average securities during 2022, compared to 64.2%
during 2021. The average volume of total securities increased $5.8 billion, or
45.4%, during 2022 compared to 2021. Securities made up approximately 38.7% of
average interest-earning assets in 2022 compared to 29.8% in 2021. The increase
during 2022 was primarily related to the investment of available funds
(primarily from growth in customer deposits and reinvestment of amounts held in
an interest-bearing account at the Federal Reserve) into taxable securities.

Average interest-bearing deposits (primarily amounts held by us in an
interest-bearing account at the Federal Reserve), during 2022 decreased $746.8
million, or 5.5%, compared to 2021. Interest-bearing deposits made up
approximately 26.5% of average interest-earning assets during 2022 compared to
approximately 31.3% in 2021. The decrease during 2022 was primarily related to
the reinvestment of amounts held in an interest-bearing account at the Federal
Reserve into taxable securities. The average yield on interest-bearing deposits
was 1.69% during 2022 and 0.13% during 2021. The average yields on
interest-bearing deposits during 2022 was impacted by higher interest rates paid
on reserves held at the Federal Reserve, compared to 2021.

Average federal funds sold and resell agreements during 2022 increased $22.3
million, or 150.5%, and $10.5 million, or 158.3%, respectively, compared to
2021. Federal funds sold and resell agreements were not a significant component
of interest-earning assets during the comparable periods. The average yields on
federal funds sold and resell agreements were 2.55% and 3.47%, respectively,
during 2022 compared to 0.21% and 0.24%, respectively, during 2021. The average
yields on federal funds sold and resell agreements were positively impacted by
higher average market interest rates during 2022 compared to 2021.

The average rate paid on interest-bearing liabilities was 0.64% during 2022,
increasing 54 basis points from 0.10% during 2021. Average deposits increased
$6.1 billion, or 15.9%, in 2022 compared to 2021. Average interest-bearing
deposits increased $4.6 billion in 2022 compared to 2021, while average
non-interest-bearing deposits increased $1.5 billion in 2022 compared to 2021.
The ratio of average interest-bearing deposits to total average deposits was
59.2% in 2022 compared to 56.7% in 2021. The average cost of deposits is
primarily impacted by changes in market interest rates as well as changes in the
volume and relative mix of interest-bearing deposits. The average rates paid on
interest-bearing deposits and total deposits were 0.53% and 0.32%, respectively,
in 2022 compared to 0.07% and 0.04%, respectively, in 2021. The average cost of
deposits during 2022 was impacted by an increase in the interest rates we pay on
most of our interest-bearing deposit products as a result of the aforementioned
increase in market interest rates.

Our taxable-equivalent net interest spread, which represents the difference
between the average rate earned on earning assets and the average rate paid on
interest-bearing liabilities, was 2.56% in 2022 compared to 2.48% in 2021. The
net interest spread, as well as the net interest margin, will be impacted by
future changes in short-term and long-term interest rate levels, as well as the
impact from the competitive environment. A discussion of the effects of changing
interest rates on net interest income is set forth in Item 7A. Quantitative and
Qualitative Disclosures About Market Risk elsewhere in this report.
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Our hedging policies permit the use of various derivative financial instruments,
including interest rate swaps, swaptions, caps and floors, to manage exposure to
changes in interest rates. Details of our derivatives and hedging activities are
set forth in Note 15 - Derivative Financial Instruments in the accompanying
notes to consolidated financial statements elsewhere in this report. Information
regarding the impact of fluctuations in interest rates on our derivative
financial instruments is set forth in Item 7A. Quantitative and Qualitative
Disclosures About Market Risk elsewhere in this report.

Credit Loss Expense



Credit loss expense is determined by management as the amount to be added to the
allowance for credit loss accounts for various types of financial instruments
including loans, securities and off-balance-sheet credit exposure after net
charge-offs have been deducted to bring the allowance to a level which, in
management's best estimate, is necessary to absorb expected credit losses over
the lives of the respective financial instruments.

The components of credit loss expense were as follows.



                                        2022          2021          2020
Credit loss expense related to:
Loans                                $ (5,279)     $ (6,097)     $ 237,010

Off-balance-sheet credit exposures 8,279 6,162 4,275 Securities held to maturity

                 -            (2)           (55)
Total                                $  3,000      $     63      $ 241,230

See the section captioned "Allowance for Credit Losses" elsewhere in this discussion for further analysis of credit loss expense related to loans and off-balance-sheet credit exposures.

Non-Interest Income



Total non-interest income for 2022 increased $18.1 million, or 4.7%, compared to
2021. Changes in the various components of non-interest income are discussed in
more detail below.

Trust and Investment Management Fees. Trust and investment management fee income
for 2022 increased $5.7 million, or 3.8%, compared to 2021. Investment
management fees are the most significant component of trust and investment
management fees, making up approximately 77.1% and 82.3% of total trust and
investment management fees in 2022 and 2021, respectively. The increase in trust
and investment management fees during 2022 was primarily due to increases in oil
and gas fees (up $6.1 million), real estate fees (up $2.0 million) and estate
fees (up $976 thousand) partly offset by a decrease in investment management
fees (down $3.4 million). Oil and gas fees during 2022 were impacted by
increases in oil and gas prices. The increases in real estate fees and estate
fees were primarily related to increased transaction volumes and transaction
fees. Investment management fees are generally based on the market value of
assets within an account and are thus impacted by volatility in the equity and
bond markets. The decrease in investment management fees during 2022 was
primarily related to lower average equity valuations, in part related to the
sharp decline in equity valuations during 2022.

At December 31, 2022, trust assets, including both managed assets and custody
assets, were primarily composed of equity securities (40.2% of trust assets),
fixed income securities (33.8% of trust assets), alternative investments (8.7%
of assets) and cash equivalents (10.2% of trust assets). The estimated fair
value of trust assets was $43.6 billion (including managed assets of $21.4
billion and custody assets of $22.2 billion) at December 31, 2022 compared to
$43.3 billion (including managed assets of $19.1 billion and custody assets of
$24.2 billion) at December 31, 2021.

Service Charges on Deposit Accounts. Service charges on deposit accounts for
2022 increased $8.6 million, or 10.3%, compared to 2021. The increase was
primarily related to increases in overdraft charges on consumer and commercial
accounts (up $5.3 million and $2.3 million, respectively) and consumer service
charges (up $1.0 million).

Overdraft charges totaled $38.3 million ($29.2 million consumer and $9.1 million
commercial) during 2022 compared to $30.7 million ($23.9 million consumer and
$6.8 million commercial) during 2021. The increase in overdraft charges during
2022 was impacted by increases in the volume of fee assessed overdrafts relative
to 2021, in part due to growth in the number of accounts. The increase in
consumer service charges during 2022 was partly related to increases in overall
deposit accounts and volumes.
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In April 2021, we implemented a new overdraft grace feature for certain consumer
demand deposit accounts whereby no fees would be assessed on overdrafts of $100
or less, subject to certain qualifying conditions such as a minimum direct
deposit. This new feature reduced overdraft charges on consumer accounts by
approximately $3.2 million during 2021. In June 2022, we expanded the overdraft
grace feature first implemented in April 2021. This feature, which was
previously only available to certain consumer demand deposit accounts, is now
available to all of our consumer demand deposit accounts, regardless of direct
deposit status. With this feature, no fees will be assessed on overdrafts of
$100 or less. Additionally, we also eliminated fees on non-sufficient and
returned items for all consumer deposit accounts. We expect these changes will
impact revenue by as much as $3.5 million on an annual basis.

Insurance Commissions and Fees. Insurance commissions and fees for 2022
increased $1.7 million, or 3.2%, compared to 2021. The increase was the result
of an increase in commission income (up $2.7 million) partly offset by a
decrease in contingent income (down $1.0 million). The increase in commission
income was primarily related to increases in commercial and, to a lesser extent,
personal lines property and casualty commissions. These increases were related
to increased business volumes and increased market rates. The increases in
property and casualty commissions were partly offset by a decreases in life
insurance commissions and benefit plan commissions. These decreases were
primarily due to decreased business volumes. The decrease in benefit plan
commissions was partly offset by the impact of an increase in market rates.

Contingent income totaled $3.5 million in 2022 and $4.5 million in 2021.
Contingent income primarily consists of amounts received from various property
and casualty insurance carriers related to the loss performance of insurance
policies previously placed. These performance related contingent payments are
seasonal in nature and are mostly received during the first quarter of each
year. This performance related contingent income totaled $1.9 million in 2022
and $3.2 million in 2021. The decrease in performance related contingent income
during 2022 was related to low growth within the portfolio and a deterioration
in the loss performance of insurance policies previously placed. This
deterioration was impacted by a severe weather event in Texas during the first
quarter of 2021 that resulted in a significant increase in property and casualty
claims and losses. Contingent income also includes amounts received from various
benefit plan insurance companies related to the volume of business generated
and/or the subsequent retention of such business. This benefit plan related
contingent income totaled $1.6 million in 2022 and $1.3 million in 2021.

Interchange and Card Transaction Fees. Interchange fees, or "swipe" fees, are
charges that merchants pay to us and other card-issuing banks for processing
electronic payment transactions. Interchange and card transaction fees consist
of income from check card usage, point of sale income from PIN-based debit card
transactions and ATM service fees. Interchange and card transaction fees are
reported net of related network costs.

Net revenues from interchange and card transaction fees for 2022 increased $770
thousand, or 4.4%, compared to 2021 primarily due to increased transaction
volumes as well as the impact of new card products partly offset by an increase
in network costs. A comparison of gross and net interchange and card transaction
fees for the reported periods is presented in the table below.

                                                         2022          2021 

2020


Income from debit card transactions                   $ 32,457      $ 29,122      $ 23,763
ATM service fees                                         3,313         3,298         3,342
Gross interchange and debit card transaction fees       35,770        32,420        27,105
Network costs                                           17,539        

14,959 13,635 Net interchange and debit card transaction fees $ 18,231 $ 17,461 $ 13,470

Federal Reserve rules applicable to financial institutions that have assets of
$10 billion or more provide that the maximum permissible interchange fee for an
electronic debit transaction is the sum of 21 cents per transaction and 5 basis
points multiplied by the value of the transaction. An upward adjustment of no
more than 1 cent to an issuer's debit card interchange fee is allowed if the
card issuer develops and implements policies and procedures reasonably designed
to achieve certain fraud-prevention standards. The Federal Reserve also has
rules governing routing and exclusivity that require issuers to offer two
unaffiliated networks for routing transactions on each debit or prepaid product.


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Other Charges, Commissions and Fees. Other charges, commissions and fees for
2022 increased $4.8 million, or 12.9%, compared to 2021. The increase was
primarily related to increases in income from the placement of money market
accounts (up $4.0 million), merchant services rebates/bonuses (up $1.3 million)
and letter of credit fees (up $1.1 million), among other things, partly offset
by a decrease in income from the sale of mutual funds (down $1.7 million), among
other things.

Net Gain/Loss on Securities Transactions. There were no sales of securities
during 2022. During 2021, we sold certain available-for-sale securities with
amortized costs totaling $2.0 billion and realized a net gain of $69 thousand.
These sales were primarily related to securities purchased during 2021 and
subsequently sold in connection with our tax planning strategies related to the
Texas franchise tax. The gross proceeds from the sales of these securities
outside of Texas are included in total revenues/receipts from all sources
reported for Texas franchise tax purposes, which results in a reduction in the
overall percentage of revenues/receipts apportioned to Texas and subjected to
taxation under the Texas franchise tax.

Other Non-Interest Income. Other non-interest income for 2022 decreased $3.3
million, or 6.8%, compared to 2021. The decrease was primarily related to a
decrease in gains on the sale/exchange of assets (down $11.7 million) and, to a
lesser extent, a decrease in income from customer derivative and securities
trading transactions (down $2.3 million), among other things. These items were
partly offset by increases in sundry and other miscellaneous income (up
$9.2 million), public finance underwriting fees (up $1.7 million) and income
from customer foreign exchange transactions (up $1.4 million), among other
things. Gains on the sale/exchange of assets in 2021 included $9.7 million
related to an exchange of a branch facility and $1.8 million related to the sale
of certain parking lots in downtown San Antonio. The decrease in income from
customer derivative transactions was primarily due to a decrease in transaction
volume. Sundry income during 2022 included $6.3 million in card related
incentives/rebates, $5.1 million related to a partnership interest and
$1.4 million related to the recovery of prior write-offs, among other things,
while sundry and other miscellaneous income during 2021 included $3.4 million in
card related incentives/rebates and $519 thousand in recoveries of prior
write-offs, among other things. The increases in public finance underwriting
fees and income from customer foreign exchange transactions were primarily
related to increases in transaction volumes.

Non-Interest Expense



Total non-interest expense for 2022 increased $142.3 million, or 16.1%, compared
to 2021. Changes in the various components of non-interest expense are discussed
below.

Salaries and Wages. Salaries and wages increased $96.6 million, or 24.4%, in
2022 compared to 2021. The increase in salaries and wages was primarily related
to increases in salaries due to annual merit and market increases as well as the
implementation of a $20 per hour minimum wage in December, 2021. We are also
experiencing a competitive labor market which has resulted in and could continue
to result in an increase in our staffing costs. Salaries and wages were also
impacted by an increase in the number of employees, increases in incentive and
stock-based compensation and commissions and a decrease in salary costs deferred
in connection with loan originations as the first quarter of 2021 was impacted
by the high volume of PPP loan originations. The increase in the number of
employees was partly related to our investments in organic expansion in the
Houston and Dallas markets as well as preparations for our mortgage loan product
offering.

Employee Benefits. Employee benefits expense for 2022 increased $6.6 million, or
8.0%, compared to 2021. The increase was primarily related to increases in
payroll taxes, medical benefits expense, 401(k) plan expense and other employee
benefits, among other things, partly offset by an increase in the net periodic
benefits related to our defined benefit retirement plan. Employee benefits
expense was impacted by the aforementioned higher salary costs and increase in
the number of employees.

Our defined benefit retirement and restoration plans were frozen in 2001 which
has helped to reduce the volatility in retirement plan expense. We nonetheless
still have funding obligations related to these plans and could recognize
additional expense related to these plans in future years, which would be
dependent on the return earned on plan assets, the level of interest rates and
employee turnover. See Note 12 - Defined Benefit Plans for additional
information related to our net periodic pension benefit/cost.

Net Occupancy. Net occupancy expense for 2022 increased $5.2 million, or 4.8%,
compared to 2021. The increase was primarily related to increases in repairs and
maintenance/service contracts expense (up $2.0 million), lease expense (up
$1.8 million), depreciation on buildings and leasehold improvements (together up
$1.3 million) and insurance expense (up $609 thousand), among other things,
partly offset by a decrease in property taxes (down
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$1.6 million). The increases in the aforementioned components of net occupancy
expense were driven, in part, by our expansion within the Houston and Dallas
market areas.

Technology, Furniture and Equipment. Technology, furniture and equipment expense
for 2022 increased $8.0 million, or 7.1%, compared to 2021. The increase was
primarily related to increases in cloud services expense (up $3.9 million),
service contracts expense (up $1.4 million), software maintenance (up
$1.3 million) and depreciation of furniture and equipment (up $989 thousand),
among other things.

Deposit Insurance. Deposit insurance expense totaled $15.6 million in 2022
compared to $12.2 million in 2021. The increase was primarily related to an
increase in total assets. In October 2022, the Federal Deposit Insurance
Corporation adopted a final rule to increase the initial base deposit insurance
assessment rate schedules uniformly by 2 basis points beginning with the first
quarterly assessment period of 2023.

Other Non-Interest Expense. Other non-interest expense for 2022 increased $22.8
million, or 13.3%, compared to 2021. The increase included increases in
professional services expense (up $6.2 million); advertising/promotions expense
(up $5.5 million); travel, meals and entertainment (up $5.4 million); fraud
losses (up $5.0 million); business development expense (up $1.3 million); sundry
and other miscellaneous expense (up $1.1 million); and stationery, printing and
supplies expense (up $1.0 million), among other things. Other non-interest
expense during 2022 was also impacted by a decrease in costs deferred as loan
origination costs (down $1.3 million) as the first quarter of 2021 was impacted
by a large volume of PPP loan originations. The impact of the aforementioned
items was partly offset by a decrease in donations expense (down $9.0 million),
which was impacted by $8.8 million in contributions to the Frost Charitable
Foundation during 2021, among other things. Sundry and other miscellaneous
expense in 2022 included accruals totaling $5.9 million, which included
$4.0 million related to a license negotiation and $1.9 million related to other
matters. Sundry and other miscellaneous expense in 2021 included $4.7 million
related to the write-off of certain assets.

Results of Segment Operations



We are managed under a matrix organizational structure whereby our two primary
operating segments, Banking and Frost Wealth Advisors, overlap a regional
reporting structure. A third operating segment, Non-Banks, is for the most part
the parent holding company, as well as certain other insignificant non-bank
subsidiaries of the parent that, for the most part, have little or no activity.
A description of each business and the methodologies used to measure financial
performance is described in Note 18 - Operating Segments in the accompanying
notes to consolidated financial statements elsewhere in this report. Net income
(loss) by operating segment is presented below:

Banking



Net income for 2022 increased $136.5 million, or 32.9%, compared to 2021. The
increase was primarily the result of a $305.6 million increase in net interest
income and a $10.2 million increase in non-interest income partly offset by a
$132.7 million increase in non-interest expense, a $43.6 million increase in
income tax expense and a $2.9 million increase in credit loss expense.

Net interest income for 2022 increased $305.6 million, or 30.9%, compared to
2021. The increase was primarily related to an increase in the average yield on
interest-bearing deposits (primarily amounts held in an interest-bearing account
at the Federal Reserve); an increase in the average volume of, and to a lesser
extent, an increase in the yield on taxable securities; an increase in the
average yield on loans; and an increase in the average volume of, and to a
lesser extent, an increase in the average taxable-equivalent yield on tax-exempt
securities. The impact of these items was partly offset by an increase in the
average cost of interest-bearing deposit accounts (primarily money market
deposit accounts) and an increase in the average cost of repurchase agreements,
among other things. See the analysis of net interest income included in the
section captioned "Net Interest Income" elsewhere in this discussion.

Credit loss expense for 2022 totaled $3.0 million compared to $54 thousand in
2021. See the sections captioned "Credit Loss Expense" and "Allowance for Credit
Losses" elsewhere in this discussion for further analysis of credit loss expense
related to loans and off-balance-sheet commitments.

Non-interest income for 2022 increased $10.2 million, or 4.6%, compared to 2021.
The increase was primarily related to increases in service charges on deposit
accounts; other charges commission and fees; and insurance commissions and fees
partly offset by a decrease in other non-interest income. The increase in
service charges on deposit accounts was primarily related to increases in
overdraft charges on consumer and commercial accounts and consumer service
charges. The increase in overdraft charges during 2022 was impacted by increases
in the volume
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of fee assessed overdrafts relative to 2021, in part due to growth in the number
of accounts. The increase in consumer service charges during 2022 was partly
related to increases in overall deposit accounts and volumes. The increase in
other charges commission and fees was primarily related to increases in merchant
services rebates/bonuses and letter of credit fees, among other things. The
increase in insurance commissions and fees was the result of an increase in
commission income partly offset by a decrease in contingent income which is
further discussed below in relation to Frost Insurance Agency. The decrease in
other non-interest income was primarily related to a decrease gains on the
sale/exchange of assets and, to a lesser extent, a decrease in income from
customer derivative and securities trading transactions, among other things.
These items were partly offset by increases in sundry and other miscellaneous
income; public finance underwriting fees; and income from customer foreign
exchange transactions, among other things. Gains on the sale/exchange of assets
in 2021 included $9.7 million related to an exchange of a branch facility and
$1.8 million related to the sale of certain parking lots in downtown San
Antonio. Sundry and other miscellaneous income during 2022 included $6.3 million
in card related incentives/rebates, $5.1 million related to a partnership
interest, $1.4 million related to the recovery of prior write-offs and
$458 thousand related to a contract fee, among other things, while sundry and
other miscellaneous income during 2021 included $3.4 million in card related
incentives/rebates and $519 thousand in recoveries of prior write-offs, among
other things. The fluctuations in income from public finance underwriting fees;
customer derivative and securities trading transactions and customer foreign
exchange transactions were primarily related to fluctuations in transaction
volumes. See the analysis of these categories of non-interest income included in
the section captioned "Non-Interest Income" included elsewhere in this
discussion.

Non-interest expense for 2022 increased $132.7 million, or 17.6%, compared to
2021. The increase was primarily due to increases in salaries and wages; other
non-interest expense; technology, furniture and equipment expense; employee
benefit expense; net occupancy expense and deposit insurance expense. The
increase in salaries and wages was primarily related to an increase in in
salaries due to annual merit and market increases as well as the implementation
of a $20 per hour minimum wage in December, 2021. Salaries and wages were also
impacted by an increase in the number of employees, increases in incentive and
stock-based compensation and commissions and a decrease in salary costs deferred
in connection with loan originations as the first quarter of 2021 was impacted
by the high volume of PPP loan originations. The increase in other non-interest
expense was primarily due to increases in professional services expense;
advertising/promotions expense; travel, meals and entertainment; fraud losses;
business development expense; sundry and other miscellaneous expense; and
stationery, printing and supplies expense, among other things. Other
non-interest expense during 2022 was also impacted by a decrease in costs
deferred as loan origination costs as the first quarter of 2021 was impacted by
a large volume of PPP loan originations. The impact of the aforementioned items
was partly offset by a decrease in donations expense, which was impacted by
$8.8 million in contributions to the Frost Charitable Foundation during 2021,
among other things. The increase in technology, furniture and equipment expense
was primarily related to increases in cloud services expense, service contracts
expense, software maintenance and depreciation of furniture and equipment, among
other things. The increase in employee benefit expense was primarily related to
increases in payroll taxes, medical benefits expense, 401(k) plan expense and
other employee benefits, among other things, partly offset by an increase in the
net periodic benefits related to our defined benefit retirement plan. The
increase in net occupancy expense was increases in repairs and
maintenance/service contracts expense, lease expense, depreciation on buildings
and leasehold improvements and insurance expense, among other things, partly
offset by a decrease in property taxes. The increases in the aforementioned
components of net occupancy expense were impacted, in part, by our expansion
within the Houston and Dallas market areas. The increase in deposit insurance
was primarily related to an increase in total assets. See the analysis of these
categories of non-interest expense included in the section captioned
"Non-Interest Expense" included elsewhere in this discussion.

Income tax expense for 2022 increased $43.6 million, or 105.2%, compared to 2021. See the section captioned "Income Taxes" elsewhere in this discussion.

Frost Insurance Agency, which is included in the Banking operating segment, had
gross commission revenues of $54.2 million during 2022 compared to $52.5 million
during 2021. The increase in gross commission revenues was the result of an
increase in commission income partly offset by a decrease in contingent income.
The increase in gross commission income was primarily related to increases in
commercial and, to a lesser extent, personal lines property and casualty
commissions, due to increases in business volumes and market rates. The
increases in property and casualty commissions were partly offset by decreases
in life insurance commissions and benefit plan commissions, primarily due to
decreased business volume. The decrease in contingent income was primarily
related to a decrease in performance related contingent payments due to low
growth within the portfolio and a deterioration
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in the loss performance of insurance policies previously placed. This decrease
was partly offset by an increase in contingent commissions received from various
benefit plan insurance companies. See the analysis of insurance commissions and
fees included in the section captioned "Non-Interest Income" included elsewhere
in this discussion.

Frost Wealth Advisors

Net income for 2022 increased $1.5 million, or 4.1%, compared to 2021. The
increase was primarily due to an $8.4 million increase in non-interest income
and a $2.5 million increase in net interest income partly offset by a $9.0
million increase in non-interest expense and a $401 thousand increase in income
tax expense.

Net interest income for 2022 increased $2.5 million, or 117.3%, compared to
2021. This increase was primarily due to an increase in the average volume of
funds provided by Frost Wealth Advisors and an increase in the average funds
transfer price allocated to such funds. See the analysis of net interest income
included in the section captioned "Net Interest Income" included elsewhere in
this discussion.

Non-interest income for 2022 increased $8.4 million, or 5.0%, compared to 2021.
The increase was primarily related to increases in trust and investment
management fees; other charges, commissions and fees; and other non-interest
income. Trust and investment management fee income is the most significant
income component for Frost Wealth Advisors. Investment management fees are the
most significant component of trust and investment management fees, making up
approximately 77.1% and 82.3% of total trust and investment management fees for
2022 and 2021, respectively. The increase in trust and investment management
fees was primarily due to increases in oil and gas fees, real estate fees and
estate fees partly offset by a decrease in investment management fees. Oil and
gas fees during 2022 were impacted by increases in oil and gas prices. The
increases in real estate fees and estate fees were primarily related to
increased transaction volumes and transaction fees. The decrease in investment
management fees during 2022 was primarily related to lower average equity
valuations, in part related to the sharp decline in equity valuations during
2022. The increase in other charges, commissions and fees was primarily related
to an increase in income from the placement of money market accounts, among
other things, partly offset by a decrease in income from the sale of mutual
funds, among other things. The increase in other non-interest income was
primarily related to an increase in income from customer securities trading
transactions partly offset by a decrease in sundry and other miscellaneous
income. See the analysis of trust and investment management fees and other
charges, commissions and fees included in the section captioned "Non-Interest
Income" included elsewhere in this discussion.

Non-interest expense for 2022 increased $9.0 million, or 7.3%, compared to 2021.
The increase was primarily due to increases in salaries and wages and other
non-interest expense, and to a lesser extent, increase in employee benefit
expense and technology, furniture and equipment expense. The increase in
salaries and wages was primarily due to increases in salaries, due to annual
merit and market increases, as well as increases in commissions and incentive
compensation. The increase in other non-interest expense was primarily due to an
increase in sundry and other miscellaneous expense, which was primarily due to
the write-off of certain assets; research and platform fees; and travel, meals
and entertainment; among other things. The increase in employee benefits was
primarily due to increases in 401(k) plan expense, medical expense and payroll
taxes. The increase in technology, furniture and equipment expense was primarily
due to an increase in cloud service expense.

Non-Banks



The Non-Banks operating segment had a net loss of $11.0 million for 2022
compared to a net loss of $9.0 million in 2021. The increased net loss was
primarily due to an increase in net interest expense, a decrease in other
non-interest income and an increase in other non-interest expense partly offset
by an increase in income tax benefit. The increase in net interest expense was
primarily related to an increase in the average rate paid on our long-term
borrowings partly offset by the impact of the redemption, during the fourth
quarter of 2021, of $13.4 million of junior subordinated deferrable interest
debentures issued to WNB Capital Trust I. The decrease in other non-interest
income was primarily due to a decrease in mineral interest income as the related
mineral interest assets were donated to the Frost Charitable Foundation during
the third quarter of 2021. The increase in other non-interest expense was
primarily due to an increase in travel, meals and entertainment expense, among
other things.


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Income Taxes



We recognized income tax expense of $89.7 million, for an effective tax rate of
13.4%, in 2022 compared to $46.5 million, for an effective tax rate of 9.5%, in
2021. The effective income tax rates differed from the U.S. statutory federal
income tax rate of 21% during 2022 and 2021 primarily due to the effect of
tax-exempt income from loans, securities and life insurance policies and the
income tax effects associated with stock-based compensation, among other things,
and their relative proportion to total pre-tax net income. The increase in the
effective tax rate during 2022 was primarily related to an increase in pre-tax
net income, and, to a lesser extent, a decrease in discrete tax benefits
associated with stock-based compensation. See Note 13 - Income Taxes in the
accompanying notes to consolidated financial statements elsewhere in this
report.

Sources and Uses of Funds



The following table illustrates, during the years presented, the mix of our
funding sources and the assets in which those funds are invested as a percentage
of our average total assets for the period indicated. Average assets totaled
$51.5 billion in 2022 compared to $46.0 billion in 2021.

                                           2022         2021         2020
Sources of Funds:
Deposits:
Non-interest-bearing                       35.3  %      36.2  %      35.7  %
Interest-bearing                           51.2         47.4         47.1
Federal funds purchased                     0.1          0.1          0.1
Repurchase agreements                       4.5          4.6          3.8
Long-term debt and other borrowings         0.4          0.5          0.9
Other non-interest-bearing liabilities      1.6          1.7          1.8
Equity capital                              6.9          9.5         10.6
Total                                     100.0  %     100.0  %     100.0  %
Uses of Funds:
Loans                                      32.5  %      36.5  %      45.2  %
Securities                                 36.3         28.0         33.4
Interest-bearing deposits                  24.8         29.4         14.0
Federal funds sold                          0.1            -          0.2
Resell agreements                             -            -          0.1
Other non-interest-earning assets           6.3          6.1          7.1
Total                                     100.0  %     100.0  %     100.0  %


Deposits continue to be our primary source of funding. Average deposits
increased $6.1 billion, or 15.9%, in 2022 compared to 2021. Non-interest-bearing
deposits remain a significant source of funding, which has been a key factor in
maintaining our relatively low cost of funds. Average non-interest-bearing
deposits totaled 40.8% of total average deposits in 2022 compared to 43.3% in
2021.

We primarily invest funds in loans, securities and interest-bearing deposits
(primarily amounts held by us in an interest-bearing account at the Federal
Reserve). Average loans decreased $30.9 million, or 0.2%, (increased $1.7
billion, or 11.3% excluding PPP loans) in 2022 compared to 2021 while average
securities increased $5.8 billion, or 45.4%, in 2022 compared to 2021. Average
interest-bearing deposits (primarily amounts held by us in an interest-bearing
account at the Federal Reserve) decreased $746.8 million, or 5.5%, in 2022
compared to 2021, primarily related to the reinvestment of a portion of these
funds into taxable securities.

Loans



Overview. Details of our loan portfolio are presented in Note 3 - Loans in the
accompanying notes to consolidated financial statements included elsewhere in
this report. Year-end total loans increased $818.6 million, or 5.0%, during 2022
compared to 2021 ($1.2 billion, or 7.6% excluding PPP loans). The majority of
our loan portfolio is comprised of commercial and industrial loans, energy loans
and real estate loans. Commercial and industrial loans made up 33.1% and 32.9%
(33.1% and 33.7% excluding PPP loans) of total loans at December 31, 2022 and
2021 while energy loans made up 5.4% and 6.6% (5.4% and 6.8% excluding PPP
loans) of total loans at both December 31, 2022 and 2021 and real estate loans
made up 58.4% and 55.0% (58.6% and 56.5% excluding PPP loans) of total loans at
December 31, 2022 and 2021. Energy loans include commercial and industrial
loans, leases and real estate
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loans to borrowers in the energy industry. Real estate loans include both commercial and consumer balances.



Loan Origination/Risk Management. We have certain lending policies and
procedures in place that are designed to maximize loan income within an
acceptable level of risk. Management reviews and approves these policies and
procedures on a regular basis. A reporting system supplements the review process
by providing management with frequent reports related to loan production, loan
quality, concentrations of credit, loan delinquencies and non-performing and
potential problem loans. Diversification in the loan portfolio is a means of
managing risk associated with fluctuations in economic conditions. We have begun
to explore the credit and reputational risks associated with climate change and
their potential impact on the foregoing and are also closely monitoring
regulatory developments on climate risk. This includes, among other things,
researching and developing a formalized approach to considering climate change
related risks in our underwriting processes. This approach will be impacted, in
part, by the accessibility and reliability of both customer climate risk data
and climate risk data in general. One of the objectives of these efforts is to
enable us to better understand the climate change related risks associated with
our customers' business activities and to be able to monitor their response to
those risks and their ultimate impact on our customers.

Commercial and industrial loans are underwritten after evaluating and
understanding the borrower's ability to operate profitably and prudently expand
its business. Underwriting standards are designed to promote relationship
banking rather than transactional banking. Once it is determined that the
borrower's management possesses sound ethics and solid business acumen, our
management examines current and projected cash flows to determine the ability of
the borrower to repay their obligations as agreed. Commercial and industrial
loans are primarily made based on the identified cash flows of the borrower and
secondarily on the underlying collateral provided by the borrower. The cash
flows of borrowers, however, may not be as expected and the collateral securing
these loans may fluctuate in value. Most commercial and industrial loans are
secured by the assets being financed or other business assets such as accounts
receivable or inventory and may incorporate a personal guarantee; however, some
short-term loans may be made on an unsecured basis. In the case of loans secured
by accounts receivable, the availability of funds for the repayment of these
loans may be substantially dependent on the ability of the borrower to collect
amounts due from its customers.

Our energy loan portfolio includes loans for production, energy services and
other energy loans, which includes private clients, transportation and equipment
providers, manufacturers, refiners and traders. The origination process for
energy loans is similar to that of commercial and industrial loans. Because,
however, of the average loan size, the significance of the portfolio and the
specialized nature of the energy industry, our energy lending requires a highly
prescriptive underwriting policy. Production loans are secured by proven,
developed and producing reserves. Loan proceeds for these types of loans are
typically used for the development and drilling of additional wells, the
acquisition of additional production, and/or the acquisition of additional
properties to be developed and drilled. Our customers in this sector are
generally large, independent, private owner-producers or large corporate
producers. These borrowers typically have large capital requirements for
drilling and acquisitions, and as such, loans in this portfolio are generally
greater than $10 million. Production loans are collateralized by the oil and gas
interests of the borrower. Collateral values are determined by the risk-adjusted
and limited discounted future net revenue of the reserves. Our valuations take
into consideration geographic and reservoir differentials as well as cost
structures associated with each borrower. Collateral value is calculated at
least semi-annually using third-party engineer-prepared reserve studies. These
reserve studies are conducted using a discount factor and base case assumptions
for the current and future value of oil and gas. To qualify as collateral,
typically reserves must be proven, developed and producing. For certain
borrowers, collateral may include up to 20% proven, non-producing reserves. Loan
commitments are limited to 65% of estimated reserve value. Cash flows must be
sufficient to amortize the loan commitment within 120% of the half-life of the
underlying reserves. Loan commitments generally must also be 100% covered by the
risk-adjusted and limited discounted future net revenue of the reserves when
stressed at 75% of our base case price assumptions. In addition, the ratio of
the borrower's debt to earnings before interest, taxes, depreciation and
amortization ("EBITDA") should generally not exceed 350%. We generally require
production borrowers to maintain an active hedging program to manage risk and to
have at least 50% of their production hedged for two years.

Oil and gas service, transportation, and equipment providers are economically
aligned due to their reliance on drilling and active oil and gas development.
Income for these borrowers is highly dependent on the level of drilling activity
and rig utilization, both of which are driven by the current and future outlook
for the price of oil and gas. We mitigate the credit risk in this sector through
conservative concentration limits and guidelines on the profile of eligible
borrowers. Guidelines require that the companies have extensive experience
through several industry cycles, and that they be supported by financially
competent and committed guarantors who provide a significant secondary source of
repayment. Borrowers in this sector are typically privately-owned, middle-market
companies with annual
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sales of less than $100 million. The services provided by companies in this
sector are highly diversified, and include down-hole testing and maintenance,
providing and threading drilling pipe, hydraulic fracturing services or
equipment, seismic testing and equipment and other direct or indirect providers
to the oil and gas production sector.

We also have a small portfolio of loans to energy trading companies that serve
as intermediaries that buy and sell oil, gas, other petrochemicals, and ethanol.
These companies are not dependent on drilling or development. As a general
policy, we do not lend to energy traders; however, we have made an exception to
this policy for certain customers based upon their underlying business models
which minimize risk as commodities are bought only to fill existing orders
(back-to-back trading). As such, the commodity price risk and sale risk are
eliminated.

PPP loans, which were originated in 2020 and early 2021, are loans to qualified
small businesses under the PPP administered by the SBA under the provisions of
the CARES Act. Loans covered by the PPP may be eligible for loan forgiveness for
certain costs incurred related to payroll, group health care benefit costs and
qualifying mortgage, rent and utility payments. The remaining loan balance after
forgiveness of any amounts is still fully guaranteed by the SBA. Terms of the
PPP loans include the following (i) maximum amount limited to the lesser of
$10 million or an amount calculated using a payroll-based formula, (ii) maximum
loan term of five years, (iii) interest rate of 1.00%, (iv) no collateral or
personal guarantees are required, (v) no payments are required until the date on
which the forgiveness amount relating to the loan is remitted to the lender and
(vi) loan forgiveness up to the full principal amount of the loan and any
accrued interest, subject to certain requirements including that no more than
40% of the loan forgiveness amount may be attributable to non-payroll costs. In
return for processing and booking a PPP loan, the SBA paid lenders a processing
fee tiered by the size of the loan (5% for loans of not more than $350 thousand;
3% for loans of more than $350 thousand and less than $2 million; and 1% for
loans of at least $2 million).

Commercial real estate loans are subject to underwriting standards and processes
similar to commercial and industrial loans, in addition to those of real estate
loans. These loans are viewed primarily as cash flow loans and secondarily as
loans secured by real estate. Commercial real estate lending typically involves
higher loan principal amounts and the repayment of these loans is generally
largely dependent on the successful operation of the property securing the loan
or the business conducted on the property securing the loan. Commercial real
estate loans may be more adversely affected by conditions in the real estate
markets or in the general economy. The properties securing our commercial real
estate portfolio are diverse in terms of type and geographic location. This
diversity helps reduce our exposure to adverse economic events that affect any
single market or industry. Management monitors and evaluates commercial real
estate loans based on collateral, geography and risk grade criteria. As a
general rule, we avoid financing single-purpose projects unless other
underwriting factors are present to help mitigate risk. We also utilize
third-party experts to provide insight and guidance about economic conditions
and trends affecting market areas we serve. In addition, management tracks the
level of owner-occupied commercial real estate loans versus non-owner occupied
loans. At December 31, 2022, approximately 49.6% of the outstanding principal
balance of our commercial real estate loans were secured by owner-occupied
properties.

With respect to loans to developers and builders that are secured by non-owner
occupied properties that we may originate from time to time, we generally
require the borrower to have had an existing relationship with us and have a
proven record of success. Construction loans are underwritten utilizing
feasibility studies, independent appraisal reviews, sensitivity analysis of
absorption and lease rates and financial analysis of the developers and property
owners. Construction loans are generally based upon estimates of costs and value
associated with the completed project. These estimates may be inaccurate.
Construction loans often involve the disbursement of substantial funds with
repayment substantially dependent on the success of the ultimate project.
Sources of repayment for these types of loans may be pre-committed permanent
loans from approved long-term lenders, sales of developed property or an interim
loan commitment from us until permanent financing is obtained. These loans are
closely monitored by on-site inspections and are considered to have higher risks
than other real estate loans due to their ultimate repayment being sensitive to
interest rate changes, governmental regulation of real property, general
economic conditions and the availability of long-term financing.

We originate consumer loans utilizing a credit scoring analysis to supplement
the underwriting process. To monitor and manage consumer loan risk, policies and
procedures are developed and modified, as needed, jointly by line and staff
personnel. This activity, coupled with relatively small loan amounts that are
spread across many individual borrowers, minimizes risk. Additionally, trend and
outlook reports are reviewed by management on a regular basis. Underwriting
standards for home equity loans are heavily influenced by statutory
requirements, which include, but are not limited to, loan-to-value limitations,
collection remedies, the number of such loans a borrower can have at one time
and documentation requirements.
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We maintain an independent loan review department that reviews and validates the
credit risk program on a periodic basis. Results of these reviews are presented
to management and the appropriate committees of our board of directors. The loan
review process complements and reinforces the risk identification and assessment
decisions made by lenders and credit personnel, as well as our policies and
procedures.

Commercial and Industrial. Commercial and industrial loans increased $309.8
million, or 5.8%, during 2022 compared to 2021. Our commercial and industrial
loans are a diverse group of loans to small, medium and large businesses. The
purpose of these loans varies from supporting seasonal working capital needs to
term financing of equipment. While some short-term loans may be made on an
unsecured basis, most are secured by the assets being financed with collateral
margins that are consistent with our loan policy guidelines. The commercial and
industrial loan portfolio also includes the commercial lease and purchased
shared national credits.

Energy. Energy loans include loans to entities and individuals that are engaged
in various energy-related activities including (i) the development and
production of oil or natural gas, (ii) providing oil and gas field servicing,
(iii) providing energy-related transportation services (iv) providing equipment
to support oil and gas drilling (v) refining petrochemicals, or (vi) trading
oil, gas and related commodities. Energy loans decreased $152.1 million, or
14.1%, during 2022 compared to 2021. The average loan size, the significance of
the portfolio and the specialized nature of the energy industry requires a
highly prescriptive underwriting policy. Exceptions to this policy are rarely
granted. Due to the large borrowing requirements of this customer base, the
energy loan portfolio includes participations and purchased shared national
credits.

Paycheck Protection Program. PPP loans include loans to businesses and other
entities that would otherwise be reported as commercial and industrial loans
and, to a lesser extent, energy loans, originated under the guidelines discussed
above. We funded approximately $1.4 billion and $3.3 billion of SBA-approved PPP
loans during 2021 and 2020, respectively. During 2022 and 2021, we recognized
approximately $2.6 million and $97.3 million in PPP loan related deferred
processing fees (net of amortization of related deferred origination costs),
respectively, as yield adjustments and these amounts are included in interest
income on loans. As a result of the inclusion of these net fees in interest
income, the average yields on PPP loans were 2.84% during 2022 and 6.26% during
2021, compared to the stated interest rate of 1.0% on these loans.

Industry Concentrations. As of December 31, 2022 and 2021, there were no
concentrations of loans related to any single industry, as segregated by
Standard Industrial Classification code ("SIC code"), in excess of 10% of total
loans. The SIC code system is a federally designed standard industrial numbering
system used by us to categorize loans by the borrower's type of business. The
following table summarizes the industry concentrations of our loan portfolio, as
segregated by SIC code, stated as a percentage of year-end total loans as of
December 31, 2022 and 2021.

                                           2022         2021
Industry Concentrations
Energy                                      5.4  %       6.6  %
Automobile dealers                          5.4          4.1
Public finance                              4.6          4.9
Medical services                            3.9          3.7
Building materials and contractors          3.8          3.7
General and specific trade contractors      3.6          3.2
Manufacturing, other                        3.4          2.8
Investor                                    2.8          2.7
Services                                    2.3          2.4
Religion                                    1.8          2.0

Paycheck Protection Program                 0.2          2.6
All other                                  62.8         61.3
Total loans                               100.0  %     100.0  %



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Large Credit Relationships. The market areas served by us include three of the
top ten most populated cities in the United States. These market areas are also
home to a significant number of Fortune 500 companies. As a result, we originate
and maintain large credit relationships with numerous commercial customers in
the ordinary course of business. We consider large credit relationships to be
those with commitments equal to or in excess of $50.0 million, excluding
treasury management lines exposure, prior to any portion being sold. Large
relationships also include loan participations purchased if the credit
relationship with the agent is equal to or in excess of $50.0 million. In
addition to our normal policies and procedures related to the origination of
large credits, one of our Regional Credit Committees must approve all new credit
facilities and renewals of such credit facilities with exposures between
$20.0 million and $30.0 million. Our Central Credit Committee must approve all
new credit facilities which are part of large credit relationships and renewals
of such credit facilities with exposures that exceed $30.0 million. The Regional
and Central Credit Committees meet regularly to review large credit relationship
activity and discuss the current pipeline, among other things.

The following table provides additional information on our large credit
relationships with committed amounts in excess of $50.0 million as of year-end.

                                                              2022                                                                2021
                                       Number of                    Period-End Balances                    Number of                    Period-End Balances
                                     Relationships            Committed           Outstanding            Relationships            Committed           Outstanding
Amount outstanding                                103       $ 9,710,866          $ 5,030,717                           87       $ 7,578,271          $ 4,300,304
Average                                                          94,280               48,842                                         87,107               49,429


Purchased Shared National Credits ("SNCs"). Purchased SNCs are participations
purchased from upstream financial organizations and tend to be larger in size
than our originated portfolio. Our purchased SNC portfolio totaled $790.5
million at December 31, 2022 increasing $92.1 million, or 13.2%, from $698.4
million at December 31, 2021. At December 31, 2022, 32.8% of outstanding
purchased SNCs were related to the construction industry, 22.7% were related to
the energy industry, 11.9% were related to the financial services industry and
11.4% were related to the real estate management industry. The remaining
purchased SNCs were diversified throughout various other industries, with no
other single industry exceeding 10% of the total purchased SNC portfolio.
Additionally, almost all of the outstanding balance of purchased SNCs was
included in the energy and commercial and industrial portfolios, with the
remainder included in the real estate categories. SNC participations are
originated in the normal course of business to meet the needs of our customers.
As a matter of policy, we generally only participate in SNCs for companies
headquartered in or which have significant operations within our market areas.
In addition, we must have direct access to the company's management, an existing
banking relationship or the expectation of broadening the relationship with
other banking products and services within the following 12 to 24 months. SNCs
are reviewed at least quarterly for credit quality and business development
successes.

The following table provides additional information about certain credits within
our purchased SNCs portfolio with committed amounts in excess of $50.0 million
as of year-end.

                                                              2022                                                                2021
                                       Number of                    Period-End Balances                    Number of                    Period-End Balances
                                     Relationships            Committed           Outstanding            Relationships            Committed           Outstanding
Amount outstanding                                 13       $  855,331          $    354,097                           10       $  630,575          $    224,939
Average                                                         65,795                27,238                                        63,058                22,494


Real Estate Loans. Real estate loans increased $1.0 billion, or 11.6%, during
2022 compared to 2021. Real estate loans include both commercial and consumer
balances. Commercial real estate loans totaled $8.2 billion, or 81.6% of total
real estate loans, at December 31, 2022 and $7.6 billion, or 84.3% of total real
estate loans, at December 31, 2021. The majority of this portfolio consists of
commercial real estate mortgages, which includes both permanent and intermediate
term loans. Loans secured by owner-occupied properties make up a significant
portion of our commercial real estate portfolio. These loans are viewed
primarily as cash flow loans and secondarily as loans secured by real estate.
Consequently, these loans must undergo the analysis and underwriting process of
a commercial and industrial loan, as well as that of a real estate loan.
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The following tables summarize our commercial real estate loan portfolio,
including commercial real estate loans reported as a component of our energy
loan portfolio segment, as segregated by (i) the type of property securing the
credit and (ii) the geographic region in which the loans were originated.
Property type concentrations are stated as a percentage of year-end total
commercial real estate loans as of December 31, 2022 and 2021:

                                        2022         2021
Property type:
Office building                         22.4  %      24.0  %
Office/warehouse                        19.1         18.4
Retail                                  11.2         10.2
Multifamily                              6.5          6.6
Dealerships                              6.3          5.1
Medical offices and services             4.2          3.7
1-4 family construction                  4.1          3.7
Non-farm/non-residential                 3.9          4.8
Hotel                                    3.3          3.8
Religious                                3.0          3.3
Raw land                                 2.4          2.2
Land in development                      2.1          1.6
Land developed                           2.0          1.6
Restaurant                               1.9          2.0
Strip centers                            1.5          2.3
All other                                6.1          6.7

Total commercial real estate loans 100.0 % 100.0 %




                                                        2022         2021
               Geographic region:
               San Antonio                              25.7  %      26.6  %
               Houston                                  24.9         23.5
               Dallas                                   16.0         15.6
               Fort Worth                               14.4         16.4
               Austin                                   12.4         11.0
               Rio Grande Valley                         3.0          3.1
               Permian Basin                             1.9          1.8
               Corpus Christi                            1.7          2.0
               Total commercial real estate loans      100.0  %     100.0  %

Consumer Loans. The consumer loan portfolio at December 31, 2022 increased $448.1 million, or 23.7%, from December 31, 2021. As the following table illustrates, the consumer loan portfolio has two distinct segments, including consumer real estate and consumer and other.



                                  2022             2021
Consumer real estate:
Home equity lines of credit   $   691,841      $   519,098
Home equity loans                 449,507          324,157
Home improvement                  577,377          428,069
Other                             124,814          139,466
Total consumer real estate      1,843,539        1,410,790
Consumer and other                492,726          477,369
Total consumer loans          $ 2,336,265      $ 1,888,159


Consumer real estate loans at December 31, 2022 increased $432.7 million, or
30.7%, from December 31, 2021. Combined, home equity loans and lines of credit
made up 61.9% and 59.8% of the consumer real estate loan total at December 31,
2022 and 2021, respectively. We offer home equity loans up to 80% of the
estimated value of the personal residence of the borrower, less the value of
existing mortgages and home improvement loans. We have not generally originated
1-4 family mortgage loans since 2000; however, from time to time, we invested in
such loans to
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meet the needs of our customers or for other regulatory compliance purposes.
Nonetheless, we expect to begin regular production of 1-4 family mortgage loans
for portfolio investment purposes in 2023. The consumer and other loan portfolio
at December 31, 2022 increased $15.4 million, or 3.2%, from December 31, 2021.
This portfolio primarily consists of automobile loans, unsecured revolving
credit products, personal loans secured by cash and cash equivalents, and other
similar types of credit facilities.

Foreign Loans. We make U.S. dollar-denominated loans and commitments to
borrowers in Mexico. The outstanding balance of these loans and the unfunded
amounts available under these commitments were not significant at December 31,
2022 or 2021.

Maturities and Sensitivities of Loans to Changes in Interest Rates. The
following table presents the maturity distribution of our loan portfolio at
December 31, 2022. The table also presents the portion of loans that have fixed
interest rates or variable interest rates that fluctuate over the life of the
loans in accordance with changes in an interest rate index.

                                    Due in             After One,          After Five but
                                   One Year            but Within          Within Fifteen               After
                                   or Less             Five Years               Years               Fifteen Years              Total
Commercial and industrial       $ 2,066,713          $ 2,548,938          $      921,961          $      137,186          $  5,674,798
Energy                              424,917              464,368                  35,841                     603               925,729
Paycheck Protection Program           3,707               31,145                       -                       -                34,852
Commercial real estate
Buildings, land and other           867,013            2,745,770               2,936,721                 156,574             6,706,078
Construction                        341,466              735,979                 355,595                  44,207             1,477,247
Consumer Real Estate                  8,839               17,755                 609,145               1,207,800             1,843,539
Consumer and Other                  246,590              228,177                  17,959                       -               492,726
Total                           $ 3,959,245          $ 6,772,132          $    4,877,222          $    1,546,370          $ 17,154,969
Loans with fixed interest
rates:
Commercial and industrial       $   285,755          $ 1,032,431          $      624,191          $      109,795          $  2,052,172
Energy                               17,944               51,884                  35,585                     603               106,016
Paycheck Protection Program           3,707               31,145                       -                       -                34,852
Commercial real estate:
Buildings, land and other           147,080            1,252,698               2,257,057                  49,318             3,706,153
Construction                          1,065               52,910                 138,924                     679               193,578
Consumer Real Estate                  8,023               16,043                 536,339                 591,066             1,151,471
Consumer and Other                   22,517               42,402                  13,630                       -                78,549
Total                           $   486,091          $ 2,479,513          $    3,605,726          $      751,461          $  7,322,791
Loans with floating interest
rates:
Commercial and industrial       $ 1,780,958          $ 1,516,507          $      297,770          $       27,391          $  3,622,626
Energy                              406,973              412,484                     256                       -               819,713
Paycheck Protection Program               -                    -                       -                       -                     -
Commercial real estate:
Buildings, land and other           719,933            1,493,072                 679,664                 107,256             2,999,925
Construction                        340,401              683,069                 216,671                  43,528             1,283,669
Consumer Real Estate                    816                1,712                  72,806                 616,734               692,068
Consumer and Other                  224,073              185,775                   4,329                       -               414,177
Total                           $ 3,473,154          $ 4,292,619          $    1,271,496          $      794,909          $  9,832,178


We generally structure commercial loans with shorter-term maturities in order to
match our funding sources and to enable us to effectively manage the loan
portfolio by providing the flexibility to respond to liquidity needs, changes in
interest rates and changes in underwriting standards and loan structures, among
other things. Due to the shorter-term nature of such loans, from time to time in
the ordinary course of business and without any contractual obligation on our
part, we will renew/extend maturing lines of credit or refinance existing loans
at their maturity dates. Some loans may renew multiple times in a given year as
a result of general customer practice and need. These renewals, extensions and
refinancings are made in the ordinary course of business for customers that meet
our normal level of credit standards. Such borrowers typically request renewals
to support their on-going working capital needs to finance their operations.
Such borrowers are not experiencing financial difficulties and generally
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could obtain similar financing from another financial institution. In connection
with each renewal, extension or refinancing, we may require a principal
reduction, adjust the rate of interest and/or modify the structure and other
terms to reflect the current market pricing/structuring for such loans or to
maintain competitiveness with other financial institutions. In such cases, we do
not generally grant concessions, and, except for those reported in Note 3 -
Loans, any such renewals, extensions or refinancings that occurred during the
reported periods were not deemed to be troubled debt restructurings pursuant to
applicable accounting guidance. Loans exceeding $1.0 million undergo a complete
underwriting process at each renewal.

Accruing Past Due Loans. Accruing past due loans are presented in the following table. Also see Note 3 - Loans in the accompanying notes to consolidated financial statements included elsewhere in this report.



                                                                                                            Accruing Loans
                                                                Accruing Loans                              90 or More Days                               Total Accruing
                                                              30-89 Days Past Due                              Past Due                                   Past Due Loans
                                                                            Percent of                                    Percent of                                    Percent of
                                     Total                                   Loans in                                      Loans in                                      Loans in
                                     Loans               Amount              Category                Amount                Category                Amount                Category
December 31, 2022
Commercial and industrial       $  5,674,798          $   30,769                  0.54  %       $        5,560                  0.10  %       $       36,329                  0.64  %
Energy                               925,729               1,472                  0.16                       -                     -                   1,472                  0.16
Paycheck Protection Program           34,852               5,321                 15.27                  13,867                 39.79                  19,188                 55.06
Commercial real estate:
Buildings, land and other          6,706,078              23,561                  0.35                   5,664                  0.08                  29,225                  0.43
Construction                       1,477,247                   -                     -                       -                     -                       -                     -
Consumer real estate               1,843,539               7,856                  0.43                   2,398                  0.13                  10,254                  0.56
Consumer and other                   492,726               5,155                  1.05                     311                  0.06                   5,466                  1.11
Total                           $ 17,154,969          $   74,134                  0.43          $       27,800                  0.16          $      101,934                  0.59
Excluding PPP loans             $ 17,120,117          $   68,813                  0.40          $       13,933                  0.08          $       82,746                  0.48
December 31, 2021
Commercial and industrial       $  5,364,954          $   29,491                  0.55  %       $        7,802                  0.15  %       $       37,293                  0.70  %
Energy                             1,077,792               1,353                  0.13                     215                  0.02                   1,568                  0.15
Paycheck Protection Program          428,882               4,979                  1.16                  18,766                  4.38                  23,745                  5.54
Commercial real estate:
Buildings, land and other          6,272,339              37,033                  0.59                   8,687                  0.14                  45,720                  0.73
Construction                       1,304,271                 188                  0.01                       -                     -                     188                  0.01
Consumer real estate               1,410,790               4,866           

      0.34                   2,177                  0.15                   7,043                  0.49
Consumer and other                   477,369               4,185                  0.88                   1,076                  0.23                   5,261                  1.11
Total                           $ 16,336,397          $   82,095                  0.50          $       38,723                  0.24          $      120,818                  0.74
Excluding PPP loans             $ 15,907,515          $   77,116                  0.48          $       19,957                  0.13          $       97,073                  0.61


Accruing past due loans at December 31, 2022 decreased $18.9 million compared to
December 31, 2021. The decrease was primarily due to decreases in past due
non-construction related commercial real estate loans (down $16.5 million), past
due PPP loans (down $4.6 million) and past due commercial and industrial loans
(down $1.0 million) partly offset by an increase in past due consumer real
estate loans (up $3.2 million). PPP loans are fully guaranteed by the SBA and we
expect to collect all amounts due related to these loans. Excluding PPP loans,
accruing past due loans decreased $14.3 million.
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Non-Accrual Loans. Non-accrual loans are presented in the tables below. Also see
Note 3 - Loans in the accompanying notes to consolidated financial statements
included elsewhere in this report.

                                                        December 31, 2022                                                     December 31, 2021
                                                                   Non-Accrual Loans                                                     Non-Accrual Loans
                                      Total                                     Percent of Loans            Total                                     Percent of Loans
                                      Loans                  Amount               in Category               Loans                  Amount               in Category
Commercial and industrial        $  5,674,798          $        18,130                   0.32  %       $  5,364,954          $        22,582                   0.42  %
Energy                                925,729                   15,224                   1.64             1,077,792                   14,433                   1.34
Paycheck Protection Program            34,852                        -                      -               428,882                        -                      -
Commercial real estate:
Buildings, land and other           6,706,078                    3,552                   0.05             6,272,339                   15,297                   0.24
Construction                        1,477,247                        -                      -             1,304,271                      948                   0.07
Consumer real estate                1,843,539                      927                   0.05             1,410,790                      440                   0.03
Consumer and other                    492,726                        -                      -               477,369                       13                      -
Total                            $ 17,154,969          $        37,833                   0.22          $ 16,336,397          $        53,713                   0.33
Excluding PPP loans              $ 17,120,117          $        37,833                   0.22          $ 15,907,515          $        53,713                   0.34
Allowance for credit losses on
loans                                                  $       227,621                                                       $       248,666
Ratio of allowance for credit
losses on loans to non-accrual
loans                                                           601.65  %                                                             462.95  %


Non-accrual loans at December 31, 2022 decreased $15.9 million from December 31,
2021 primarily due to decreases in non-accrual commercial real estate loans and
commercial and industrial loans. The decreases were primarily related to
principal payments, loans returning to accrual status and charge-offs.

Generally, loans are placed on non-accrual status if principal or interest
payments become 90 days past due and/or management deems the collectibility of
the principal and/or interest to be in question, as well as when required by
regulatory requirements. Once interest accruals are discontinued, accrued but
uncollected interest is charged to current year operations. Subsequent receipts
on non-accrual loans are recorded as a reduction of principal, and interest
income is recorded only after principal recovery is reasonably assured.
Classification of a loan as non-accrual does not preclude the ultimate
collection of loan principal or interest. There were no non-accrual commercial
and industrial loans in excess of $5.0 million at December 31, 2022 or
December 31, 2021. Non-accrual energy loans included two credit relationship in
excess of $5 million totaling $11.1 million at December 31, 2022. One of these
relationships was previously reported as non-accrual with an aggregate balance
of $9.6 million at December 31, 2021. The aggregate balance of this credit
relationship decreased $3.6 million in 2022 as a result of principal payments
made by the borrower. Non-accrual real estate loans primarily consist of land
development, 1-4 family residential construction credit relationships and loans
secured by office buildings and religious facilities. There were no non-accrual
commercial real estate loans in excess of $5.0 million at December 31, 2022 or
December 31, 2021.

Allowance For Credit Losses

As discussed in Note 1 - Summary of Significant Accounting Policies in the
accompanying notes to consolidated financial statements, our policies and
procedures related to accounting for credit losses changed on January 1, 2020 in
connection with the adoption of a new accounting standard update as codified in
Accounting Standards Codification ("ASC") Topic 326 ("ASC 326") Financial
Instruments - Credit Losses. In the case of off-balance-sheet credit exposures,
the allowance for credit losses is a liability account, calculated in accordance
with ASC 326, reported as a component of accrued interest payable and other
liabilities in our consolidated balance sheets. The amount of each allowance
account represents management's best estimate of current expected credit losses
("CECL") on these financial instruments considering available information, from
internal and external sources, relevant to assessing exposure to credit loss
over the contractual term of the instrument. Relevant available information
includes historical credit loss experience, current conditions and reasonable
and supportable forecasts. While historical credit loss experience provides the
basis for the estimation of expected credit losses, adjustments to historical
loss information may be made for differences in current portfolio-specific risk
characteristics, environmental conditions or other relevant factors. While
management utilizes its best judgment and information
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available, the ultimate adequacy of our allowance accounts is dependent upon a
variety of factors beyond our control, including the performance of our
portfolios, the economy, changes in interest rates and the view of the
regulatory authorities toward classification of assets. For additional
information regarding our accounting policies related to credit losses, refer to
Note 1 - Summary of Significant Accounting Policies and Note 3 - Loans in the
accompanying notes to consolidated financial statements.

Allowance for Credit Losses - Loans. The table below provides an allocation of
the year-end allowance for credit losses on loans by loan portfolio segment;
however, allocation of a portion of the allowance to one segment does not
preclude its availability to absorb losses in other segments.

                                              Amount of           Percent of Loans in                                 Ratio of Allowance
                                              Allowance            Each Category to                 Total             Allocated to Loans
                                              Allocated               Total Loans                   Loans              in Each Category
December 31, 2022
Commercial and industrial                  $     104,237                      33.1  %          $  5,674,798                       1.84  %
Energy                                            18,062                       5.4                  925,729                       1.95
Paycheck Protection Program                            -                       0.2                   34,852                          -
Commercial real estate                            90,301                      47.7                8,183,325                       1.10
Consumer real estate                               8,004                      10.7                1,843,539                       0.43
Consumer and other                                 7,017                       2.9                  492,726                       1.42
Total                                      $     227,621                     100.0  %          $ 17,154,969                       1.33
Excluding PPP loans                        $     227,621                                       $ 17,120,117                       1.33
December 31, 2021
Commercial and industrial                  $      72,091                      32.9  %          $  5,364,954                       1.34  %
Energy                                            17,217                       6.6                1,077,792                       1.60
Paycheck Protection Program                            -                       2.6                  428,882                          -
Commercial real estate                           144,936                      46.4                7,576,610                       1.91
Consumer real estate                               6,585                       8.6                1,410,790                       0.47
Consumer and other                                 7,837                       2.9                  477,369                       1.64
Total                                      $     248,666                     100.0  %          $ 16,336,397                       1.52
Excluding PPP loans                        $     248,666                                       $ 15,907,515                       1.56


The allowance allocated to commercial and industrial loans totaled $104.2
million, or 1.84% of total commercial and industrial loans, at December 31, 2022
increasing $32.1 million, or 44.6%, compared to $72.1 million, or 1.34% of total
commercial and industrial loans at December 31, 2021. Modeled expected credit
losses increased $15.0 million while qualitative factor ("Q-Factor") and other
qualitative adjustments related to commercial and industrial loans increased
$21.6 million. Specific allocations for commercial and industrial loans that
were evaluated for expected credit losses on an individual basis decreased $4.5
million, or 42.3%, from $10.5 million at December 31, 2021 to $6.1 million at
December 31, 2022. The decrease in specific allocations for commercial and
industrial loans was primarily related to principal payments received and the
recognition of charge-offs.

The allowance allocated to energy loans totaled $18.1 million, or 1.95% of total
energy loans, at December 31, 2022 decreasing $845 thousand, or 4.9%, compared
to $17.2 million, or 1.60% of total energy loans at December 31, 2021. Modeled
expected credit losses related to energy loans increased $2.2 million while
Q-Factor and other qualitative adjustments related to energy loans decreased
$226 thousand. Specific allocations for energy loans that were evaluated for
expected credit losses on an individual basis totaled $4.4 million at
December 31, 2022 decreasing $1.1 million, or 20.0%, compared to $5.5 million at
December 31, 2021.

The allowance allocated to commercial real estate loans totaled $90.3 million,
or 1.10% of total commercial real estate loans, at December 31, 2022 decreasing
$54.6 million, or 37.7%, compared to $144.9 million, or 1.91% of total
commercial real estate loans at December 31, 2021. Modeled expected credit
losses related to commercial real estate loans increased $10.3 million while
Q-Factor and other qualitative adjustments related to commercial real estate
loans decreased $66.3 million. Specific allocations for commercial real estate
loans that were evaluated for expected credit losses on an individual basis
increased from $400 thousand at December 31, 2021 to $1.7 million at
December 31, 2022.
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The allowance allocated to consumer real estate loans totaled $8.0 million, or
0.43% of total consumer real estate loans, at December 31, 2022 increasing $1.4
million, or 21.5%, compared to $6.6 million, or 0.47% of total consumer real
estate loans at December 31, 2021 primarily due to modeled expected credit
losses which increased $1.4 million.

The allowance allocated to consumer loans totaled $7.0 million, or 1.42% of
total consumer loans, at December 31, 2022 decreasing $820 thousand, or 10.5%,
compared to $7.8 million, or 1.64% of total consumer loans at December 31, 2021.
Modeled expected credit losses related to consumer loans decreased $1.4 million
while Q-Factor and other qualitative adjustments related to consumer loans
increased $594 thousand.

As more fully described in Note 3 - Loans in the accompanying consolidated
financial statements, we measure expected credit losses over the life of each
loan utilizing a combination of models which measure probability of default and
loss given default, among other things. The measurement of expected credit
losses is impacted by loan/borrower attributes and certain macroeconomic
variables. Models are adjusted to reflect the current impact of certain
macroeconomic variables as well as their expected changes over a reasonable and
supportable forecast period.

In estimating expected credit losses as of December 31, 2022, we utilized the
Moody's Analytics December 2022 Baseline Scenario (the "December 2022 Baseline
Scenario") to forecast the macroeconomic variables used in our models. The
December 2022 Baseline Scenario was based on the review of a variety of surveys
of baseline forecasts of the U.S. economy. The December 2022 Baseline Scenario
projections included, among other things, (i) U.S. Nominal Gross Domestic
Product annualized quarterly growth rate of 2.65% in the first quarter of 2023,
followed by annualized quarterly growth rates in the range of 3.62% to 4.50%
during the remainder of 2023 and an average annualized growth rate of 4.79%
through the end of the forecast period in the fourth quarter of 2024; (ii) U.S.
unemployment rate of 3.80% in the first quarter of 2023 and an average quarterly
U.S. unemployment rate of 4.06% through the end of the forecast period in the
fourth quarter of 2024; (iii) Texas unemployment rate of 4.10% in the first
quarter of 2023 and an average quarterly Texas unemployment rate of 4.04%
through the end of the forecast period in the fourth quarter of 2024; (iv)
projected average 10 year Treasury rate of 4.03% in the first quarter of 2023
and average projected rates of 4.25% during the remainder of 2023 and 3.96% in
2024; and (v) average oil price of $93 per barrel in the first quarter of 2023
decreasing to $67 per barrel by the end of the forecast period in the fourth
quarter of 2024.

In estimating expected credit losses as of December 31, 2021, we utilized the
Moody's Analytics December 2021 Consensus Scenario (the "December 2021 Consensus
Scenario") to forecast the macroeconomic variables used in our models. The
December 2021 Consensus Scenario was based on the review of a variety of surveys
of baseline forecasts of the U.S. economy. The December 2021 Consensus Scenario
projections included, among other things, (i) U.S. Nominal Gross Domestic
Product annualized quarterly growth rate of 6.40% in the first quarter of 2022,
followed by annualized quarterly growth rates in the range of 3.83% to 5.35%
during the remainder of 2022 and an average annualized growth rate of 4.76%
through the end of the forecast period in the fourth quarter of 2023; (ii) U.S.
unemployment rate of 4.33% in the first quarter of 2022 improving to 3.69% by
the end of the forecast period in the fourth quarter of 2023 with Texas
unemployment rates slightly higher at those dates; (iii) projected average 10
year Treasury rate of 1.59% in the first quarter of 2022, increasing to average
projected rates of 1.75% during the remainder of 2022 and 2.10% in 2023; and
(iv) average oil price in the range of approximately $62 to $66 per barrel
through the end of the forecast period in the fourth quarter of 2023.

The overall loan portfolio, excluding PPP loans which are fully guaranteed by
the SBA, as of December 31, 2022 increased $1.2 billion, or 7.6%, compared to
December 31, 2021. This increase included a $606.7 million, or 8.0%, increase in
commercial real estate loans, a $309.8 million, or 5.8%, increase in commercial
and industrial loans and a $432.7 million, or 30.7%, increase in consumer real
estate loans and a $15.4 million, or 3.2%, increase in consumer and other loans
partly offset by a $152.1 million, or 14.1%, decrease in energy loans. The
weighted average risk grade for commercial and industrial loans increased to
6.39 at December 31, 2022 compared to 6.22 at December 31, 2021. Commercial and
industrial loans graded "watch" and "special mention" (risk grades 9 and 10)
decreased $63.2 million during 2022 while classified commercial and industrial
loans increased $993 thousand. Classified loans consist of loans having a risk
grade of 11, 12 or 13. The weighted-average risk grade for energy loans
decreased to 5.67 at December 31, 2022 from 6.06 at December 31, 2021. The
decrease in the weighted average risk grade was impacted by a decrease in the
weighted-average risk grade of pass grade energy loans from 5.78 at December 31,
2021 to 5.44 at December 31, 2022. Additionally, energy loans graded "watch" and
"special mention" (risk grades 9 and 10) decreased $26.6 million while
classified energy loans decreased $4.2 million. The weighted average risk grade
for commercial real estate loans decreased from 7.19 at December 31, 2021 to
7.10 at
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December 31, 2022. Pass grade commercial real estate loans increased $932.9 million while commercial real estate loans graded as "watch" and "special mention" decreased $315.3 million and classified commercial real estate loans decreased $10.9 million.



As noted above our credit loss models utilized the economic forecasts in the
Moody's Baseline Scenario for December 2022 for our estimated expected credit
losses as of December 31, 2022 and the Moody's Consensus Scenario for December
2021 for our estimate of expected credit losses as of December 31, 2021. We
qualitatively adjusted the model results based on these scenarios for various
risk factors that are not considered within our modeling processes but are
nonetheless relevant in assessing the expected credit losses within our loan
pools. These Q-Factor and other qualitative adjustments are discussed below.

Q-Factor adjustments are based upon management judgment and current assessment
as to the impact of risks related to changes in lending policies and procedures;
economic and business conditions; loan portfolio attributes and credit
concentrations; and external factors, among other things, that are not already
captured within the modeling inputs, assumptions and other processes. Management
assesses the potential impact of such items within a range of severely negative
impact to positive impact and adjusts the modeled expected credit loss by an
aggregate adjustment percentage based upon the assessment. As a result of this
assessment as of December 31, 2022, modeled expected credit losses were adjusted
upwards by a weighted-average Q-Factor adjustment of approximately 2.2%,
resulting in a $2.3 million total adjustment, up from approximately 2.3% at
December 31, 2021, which resulted in a $1.8 million total adjustment. The
weighted-average Q-Factor adjustment at December 31, 2022 was based on a limited
negative expected impact on our non-owner occupied and construction commercial
real estate loan portfolios related to changes in loan portfolio concentrations
(no expected impact related to our commercial and industrial portfolio); a
limited negative expected impact on all of our loan portfolios related to
changes in the volumes and severity of loan delinquencies, changes in risk
grades and adverse classifications; a limited negative expected impact on our
commercial and consumer real estate portfolios related to the potential
deterioration of collateral values (no expected impact related to our commercial
and industrial and consumer portfolios); a negative expected impact associated
with national, regional and local economic and business conditions and
developments that affect the collectability of loans; a severely negative
expected impact from other risk factors associated with our commercial real
estate construction and land loan portfolios, particularly the risks related to
expected extensions; and limited negative impact to our commercial real estate
construction and non-owner occupied loan portfolios, as well as a negative
impact to our consumer loan portfolio related to changes in lending policies,
procedures, underwriting standards and loan portfolio attributes, among other
things. The weighted-average Q-Factor adjustment at December 31, 2021 was based
on a limited negative expected impact on our commercial loan portfolios related
to changes in lending policies procedures and underwriting standards and changes
in loan portfolio concentrations; a negative expected impact associated with
national, regional and local economic and business conditions and developments
that affect the collectability of loans; a severely negative expected impact
from other risk factors associated with our commercial real estate construction
and land loan portfolios, particularly the risks related to expected extensions;
and no impact to changes in loan portfolio attributes, changes in risk grades,
changes in the volumes and severity of loan delinquencies and adverse
classifications and potential deterioration of collateral values.

We have also provided additional qualitative adjustments, or management
overlays, as of December 31, 2022 as management believes there are still
significant risks impacting certain categories of our loan portfolio. Q-Factor
and other qualitative adjustments as of December 31, 2022 are detailed in the
table below.

                                                                                      Office             Down-Side                      Credit
                                             Q-Factor              Model             Building             Scenario                   Concentration            Consumer
                                            Adjustment            Overlays           Overlays             Overlay                      Overlays               Overlay             Total
Commercial and industrial                 $        929          $       -          $        -          $    29,632                $          5,676          $       -          $  36,237
Energy                                             128                  -                   -                    -                           5,020                  -              5,148
Commercial real estate:
Owner occupied                                     318             19,708                   -                    -                           1,718                  -             21,744
Non-owner occupied                                  95             10,472              16,557                    -                             487                  -             27,611
Construction                                       660              7,905               3,122                    -                             530                  -             12,217
Consumer real estate                               157                  -                   -                    -                               -                  -                157
Consumer and other                                  34                  -                   -                    -                               -              2,000              2,034
Total                                     $      2,321          $  38,085          $   19,679          $    29,632                $         13,431          $   2,000          $ 105,148


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Model overlays are qualitative adjustments to address the effect of risks not
captured within our commercial real estate credit loss models. These adjustments
are determined based upon minimum reserve ratios for our commercial real estate
- owner occupied, commercial real estate - non-owner occupied and commercial
real estate - construction loan portfolios.

Office building overlays are qualitative adjustments to address longer-term
concerns over the utilization of commercial office space which could impact the
long-term performance and collateral valuations of some types of office
properties within our commercial real estate loan portfolio. These adjustments
are determined based upon minimum reserve ratios for loans within our commercial
real estate - non-owner occupied and commercial real estate - construction loan
portfolios that have risk grades of 8 or worse.

The down-side scenario overlay is a qualitative adjustment for our commercial
and industrial loan portfolio to address the significant risk of economic
recession as a result of inflation; rising interest rates; labor shortages;
disruption in financial markets and global supply chains; further oil price
volatility; and the current or anticipated impact of military conflict,
including the current war between Russia and Ukraine, terrorism or other
geopolitical events. Factors such as these are outside of our control but
nonetheless affect customer income levels and could alter anticipated customer
behavior, including borrowing, repayment, investment and deposit practices. To
determine this qualitative adjustment, we use an alternative, more pessimistic
economic scenario to forecast the macroeconomic variables used in our models. As
of December 31, 2022, we used the Moody's Analytics November 2022 S3 Alternative
Scenario Downside - 90th Percentile (the "November 2022 S3 Scenario"). In
modeling expected credit losses using this scenario, we also assume each loan
within our modeled loan pools is downgraded by one risk grade level. The
qualitative adjustment is based upon the amount by which the alternative
scenario modeling results exceed those of the primary scenario used in
estimating credit loss expense, adjusted based upon management's assessment of
the probability that this more pessimistic economic scenario will occur.

Credit concentration overlays are qualitative adjustments based upon statistical
analysis to address relationship exposure concentrations within our loan
portfolio. Variations in loan portfolio concentrations over time cause expected
credit losses within our existing portfolio to differ from historical loss
experience. Given that the allowance for credit losses on loans reflects
expected credit losses within our loan portfolio and the fact that these
expected credit losses are uncertain as to nature, timing and amount, management
believes that segments with higher concentration risk are more likely to
experience a high loss event. Due to the fact that a significant portion of our
loan portfolio is concentrated in large credit relationships and because of
large, concentrated credit losses in recent years, management made the
qualitative adjustments detailed in the table above to address the risk
associated with such a relationship deteriorating to a loss event.

The consumer overlay is a qualitative adjustment for our consumer and other loan
portfolio to address the risk associated with the level of unsecured loans
within this portfolio and other risk factors. Unsecured consumer loans have an
elevated risk of loss in times of economic stress as these loans lack a
secondary source of repayment in the form of hard collateral. This adjustment
was determined by analyzing our consumer loan charge-off trends as well as those
of the general banking industry. Management deemed it appropriate to consider an
additional overlay to the modeled forecasted losses for the unsecured consumer
portfolio.
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As of December 31, 2021, we provided qualitative adjustments, as detailed in the table below. Further information regarding these qualitative adjustments is provided in our 2021 Form 10-K.



                                                                                   Office               Small              COVID-19                Credit
                                          Q-Factor              Model             Building            Business             Related              Concentration            Consumer
                                         Adjustment            Overlays           Overlays             Overlay             Overlays               Overlays               Overlay             Total

Commercial and industrial              $        939          $       -          $        -          $    3,956          $     4,715          $          4,999          $       -          $  14,609
Energy                                          127                  -                   -                   -                    -                     5,247                  -              5,374
Commercial real estate:
Owner occupied                                  198             31,806                   -                   -                7,397                     1,320                  -             40,721
Non-owner occupied                               45              7,762              27,860                   -               30,940                       731                  -             67,338
Construction                                    383             11,212               5,544                   -                2,151                       511                  -             19,801
Consumer real estate                             65                  -                   -                   -                    -                         -                  -                 65
Consumer and other                                8                  -                   -                   -                    -                         -              1,432              1,440
Total                                  $      1,765          $  50,780          $   33,404          $    3,956          $    45,203          $         12,808          $   1,432          $ 149,348


Additional information related to credit loss expense and net (charge-offs)
recoveries is presented in the tables below. Also see Note 3 - Loans in the
accompanying notes to consolidated financial statements included elsewhere in
this report.

                                                                                                          Ratio of Annualized Net
                                       Credit Loss                 Net                                         (Charge-Offs)
                                         Expense              (Charge-Offs)             Average            Recoveries to Average
                                        (Benefit)              Recoveries                Loans                     Loans
2022
Commercial and industrial            $      34,479          $       (2,333)         $  5,526,484                          (0.04) %
Energy                                        (313)                  1,158               992,051                           0.12
Paycheck Protection Program                      -                       -               139,126                              -
Commercial real estate                     (54,775)                    140             8,004,345                              -
Consumer real estate                         1,813                    (394)            1,584,435                          (0.02)
Consumer and other                          13,517                 (14,337)              492,339                          (2.91)
Total                                $      (5,279)         $      (15,766)         $ 16,738,780                          (0.09)
Excluding PPP loans                  $      (5,279)         $      (15,766)         $ 16,599,654                          (0.09)
2021
Commercial and industrial            $      (2,160)         $          408          $  4,854,465                           0.01  %
Energy                                     (19,207)                 (3,129)            1,049,540                          (0.30)
Paycheck Protection Program                      -                       -             1,851,765                              -
Commercial real estate                       8,101                   1,943             7,189,325                           0.03
Consumer real estate                        (3,061)                  1,720             1,350,554                           0.13
Consumer and other                          10,230                  (9,356)              473,982                          (1.97)
Total                                $      (6,097)         $       (8,414)         $ 16,769,631                          (0.05)
Excluding PPP loans                  $      (6,097)         $       (8,414)         $ 14,917,866                          (0.06)
2020
Commercial and industrial            $      15,156          $      (14,169)         $  5,068,730                          (0.28) %
Energy                                      85,889                 (73,265)            1,459,450                          (5.02)
Paycheck Protection Program                      -                       -             2,158,477                              -
Commercial real estate                     124,427                  (7,053)            6,705,206                          (0.11)
Consumer real estate                         1,906                    (485)            1,260,556                          (0.04)
Consumer and other                           9,632                  (8,463)              512,034                          (1.65)
Total                                $     237,010          $     (103,435)         $ 17,164,453                          (0.60)
Excluding PPP loans                  $     237,010          $     (103,435)         $ 15,005,976                          (0.69)


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We recorded a net credit loss benefit related to loans totaling $5.3 million in
2022 and $6.1 million in 2021 and a net credit loss expense related to loans
totaling $237.0 million in 2020. Net credit loss expense/benefit for each
portfolio segment reflects the amount needed to adjust the allowance for credit
losses allocated to that segment to the level of expected credit losses
determined under our allowance methodology after net charge-offs have been
recognized.

The net credit loss benefit related to loans during 2022 primarily reflects a
decrease in expected credit losses associated with commercial real estate loans,
primarily related to a decrease in expected credit losses related to certain
pandemic impacted industries and a reduction in the minimum reserve ratio for
our commercial real estate - owner occupied portfolio. The impact of this
decrease was partly offset by an increase in expected credit losses associated
with commercial and industrial loans, primarily related to the down-side
scenario overlay discussed above, and increases in modeled losses for our
commercial and industrial, energy, commercial real estate and consumer real
estate portfolios. The net credit loss benefit related to loans during 2021
primarily reflects improvements in forecasted economic conditions and oil price
trends relative to the prevailing conditions in 2020 as well as a decrease in
net charge-offs. Credit loss expense related to loans during 2020 reflected the
uncertain future impacts associated with the COVID-19 pandemic and the
significant volatility in oil prices as well as the level of net charge-offs,
the expected deterioration in credit quality and other changes within the loan
portfolio. The ratio of the allowance for credit losses on loans to total loans
was 1.33% (also 1.33% excluding PPP loans) at December 31, 2022 compared to
1.52% (1.56% excluding PPP loans) at December 31, 2021. Management believes the
recorded amount of the allowance for credit losses on loans is appropriate based
upon management's best estimate of current expected credit losses within the
existing portfolio of loans. Should any of the factors considered by management
in making this estimate change, our estimate of current expect credit losses
could also change, which could affect the level of future credit loss expense
related to loans.

Allowance for Credit Losses - Off-Balance-Sheet Credit Exposures. The allowance
for credit losses on off-balance-sheet credit exposures totaled $58.6 million
and $50.3 million at December 31, 2022 and December 31, 2020, respectively. The
level of the allowance for credit losses on off-balance-sheet credit exposures
depends upon the volume of outstanding commitments, underlying risk grades, the
expected utilization of available funds and forecasted economic conditions
impacting our loan portfolio. Credit loss expense related to off-balance-sheet
credit exposures totaled $8.3 million during 2022 compared to $6.2 million
during 2021 and $4.3 million during 2020. The increase in credit loss expense
during the comparable periods primarily reflects increases in overall
off-balance-sheet credit exposures. Credit loss expense for off-balance-sheet
credit exposures in 2021 was also partly impacted by the down-grade of a large
credit commitment within our SNC portfolio. Further information regarding our
policies and methodology used to estimate the allowance for credit losses on
off-balance-sheet credit exposures is presented in Note 8 - Off-Balance-Sheet
Arrangements, Commitments, Guarantees and Contingencies in the accompanying
notes to consolidated financial statements.
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Securities



The following tables summarize the maturity distribution schedule with
corresponding weighted-average yields of securities held to maturity and
securities available for sale as of December 31, 2022. Weighted-average yields
have been computed on a fully taxable-equivalent basis using a tax rate of 21%.
Mortgage-backed securities are included in maturity categories based on their
stated maturity date. Expected maturities may differ from contractual maturities
because issuers may have the right to call or prepay obligations. Other
securities classified as available for sale include stock in the Federal Reserve
Bank and the Federal Home Loan Bank, which have no maturity date. These
securities have been included in the total column only. Held-to-maturity
securities are presented at amortized cost before any allowance for credit
losses.

                                             Within 1 Year                                    1-5 Years                                    5-10 Years                                   After 10 Years                                      Total
                                                        Weighted                                      Weighted                                      Weighted                                        Weighted                                       Weighted
                                                        Average                                       Average                                       Average                                         Average                                        Average
                                    Amount               Yield                     Amount              Yield                     Amount              Yield                      Amount               Yield                     Amount               Yield
Held to maturity:

Residential mortgage- backed
securities                     $           -                        -  %       $         -                        -  %       $   514,059                     2.28  %       $      12,063                     2.60  %       $    526,122                     2.28  %
States and political
subdivisions                         123,591                     3.55               24,339                     4.67                8,297                     2.92              1,955,392                     4.70             2,111,619                     4.63
Other                                      -                        -                1,500                     1.97                    -                        -                      -                        -                 1,500                     1.97
Total                          $     123,591                     3.55          $    25,839                     4.51          $   522,356                     2.29          $   1,967,455                     4.69          $  2,639,241                     4.16
Available for sale:
U.S. Treasury                  $     240,361                     1.01  %       $ 3,424,023                     2.17  %       $ 1,244,812                     1.52  %       $     142,391                     2.15  %       $  5,051,587                     1.95  %
Residential mortgage- backed
securities                                 8                     2.49                7,527                     3.24               15,892                     4.51              6,352,809                     2.90             6,376,236                     2.90
States and political
subdivisions                         261,888                     4.32            1,470,098                     3.78              918,563                     3.35              4,122,806                     3.44             6,773,355                     3.53
Other                                      -                        -                    -                        -                    -                        -                      -                        -                42,427                        -
Total                          $     502,257                     2.70          $ 4,901,648                     2.64          $ 2,179,267                     2.26          $  10,618,006                     3.09          $ 18,243,605                     2.86


All mortgage-backed securities included in the above tables were issued by U.S.
government agencies and corporations. At December 31, 2022, all of the
securities in our municipal bond portfolio were issued by the State of Texas or
political subdivisions or agencies within the State of Texas, of which
approximately 75.6% are either guaranteed by the Texas Permanent School Fund,
which has a "triple-A" insurer financial strength rating, or secured by U.S.
Treasury securities via defeasance of the debt by the issuers.

The average taxable-equivalent yield on the securities portfolio based on a 21% tax rate was 2.95% in 2022 compared to 3.29% in 2021. Tax-exempt municipal securities totaled 42.7% of average securities in 2022 compared to 64.2% in 2021. The average yield on taxable securities was 2.16% in 2022 compared to 1.97% in 2021, while the average taxable-equivalent yield on tax-exempt securities was 4.08% in 2022 compared to 4.06% in 2021. See the section captioned "Net Interest Income" elsewhere in this discussion.

Deposits

The table below presents the daily average balances of deposits by type and weighted-average rates paid thereon during the years presented:



                                                                 2022                                         2021                                         2020
                                                    Average               Average                Average               Average                Average               Average
                                                    Balance              Rate Paid               Balance              Rate Paid               Balance              Rate Paid
Non-interest-bearing demand deposits            $ 18,202,669                                 $ 16,670,807                                 $ 13,563,696
Interest-bearing deposits:
Savings and interest checking                     12,160,482                   0.10  %         10,682,149                   0.01  %          8,283,665                   0.03  %
Money market accounts                             12,727,533                   0.90             9,990,626                   0.09             8,457,263                   0.18
Time accounts                                      1,480,088                   0.92             1,129,041                   0.33             1,133,648                   1.25
Total interest-bearing deposits                   26,368,103                   0.53            21,801,816                   0.07            17,874,576                   0.18
Total deposits                                  $ 44,570,772                   0.32          $ 38,472,623                   0.04          $ 31,438,272                   0.10


Average deposits increased $6.1 billion, or 15.9%, in 2022 compared to 2021. The
most significant volume growth during 2022 compared to 2021 was in money market
deposits; non-interest bearing deposits; and savings and interest checking
deposits. The ratio of average interest-bearing deposits to total average
deposits was 59.2% in 2022
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compared to 56.7% in 2021. The average rates paid on interest-bearing deposits
and total deposits were 0.53% and 0.32%, respectively, during 2022 compared to
0.07% and 0.04%, respectively, during 2021. The average rate paid on
interest-bearing deposits during 2022 was impacted by an increase in the
interest rates we pay on most of our interest-bearing deposit products as a
result of increases in market interest rates.

Geographic Concentrations. The following table summarizes our average total
deposit portfolio, as segregated by the geographic region from which the deposit
accounts were originated. Certain accounts, such as correspondent bank deposits
and deposits allocated to certain statewide operational units, are recorded at
the statewide level.

                                        Percent                         Percent                         Percent
                          2022          of Total          2021          of Total          2020          of Total
San Antonio          $ 13,402,978         30.1  %    $ 11,140,600         29.0  %    $  9,147,078         29.1  %
Houston                 8,317,538         18.7          7,360,930         19.1          5,715,514         18.2
Fort Worth              7,498,616         16.8          6,650,164         17.3          5,615,584         17.9
Austin                  5,752,901         12.9          4,931,275         12.8          3,882,661         12.3
Dallas                  3,678,111          8.3          3,181,252          8.3          2,553,571          8.1
Corpus Christi          2,152,544          4.8          1,965,158          5.1          1,655,395          5.3
Permian Basin           2,043,713          4.6          1,694,366          

4.4 1,518,781 4.8 Rio Grande Valley 1,198,377 2.7 1,055,427 2.7

            895,653          2.8
Statewide                 525,994          1.1            493,451          1.3            454,035          1.5
Total                $ 44,570,772        100.0  %    $ 38,472,623        100.0  %    $ 31,438,272        100.0  %


Foreign Deposits. Mexico has historically been considered a part of the natural
trade territory of our banking offices. Accordingly, U.S. dollar-denominated
foreign deposits from sources within Mexico have traditionally been a
significant source of funding. Average deposits from foreign sources, primarily
Mexico, totaled $1.1 billion in 2022 and $933.3 million in 2021.

Brokered Deposits. From time to time, we have obtained interest-bearing deposits through brokered transactions including participation in the Certificate of Deposit Account Registry Service ("CDARS"). Brokered deposits were not significant during the reported periods.

Capital and Liquidity



Capital. Shareholders' equity totaled $3.1 billion at December 31, 2022 and $4.4
billion at December 31, 2021. In addition to net income of $579.2 million, other
sources of capital during 2022 included $16.7 million in proceeds from stock
option exercises and $18.3 million related to stock-based compensation. Uses of
capital during 2022 included an other comprehensive loss, net of tax, of $1.7
billion, $216.5 million of dividends paid on preferred and common stock and $4.4
million of treasury stock purchases.

The accumulated other comprehensive income/loss component of shareholders' equity totaled a net, after-tax, unrealized loss of $1.3 billion at December 31, 2022 compared to a net, after-tax, unrealized gain of $347.3 million at December 31, 2021. The decrease was primarily due to a $1.7 billion net, after-tax, decrease in the fair value of securities available for sale.



Under the Basel III Capital Rules, we elected to opt-out of the requirement to
include most components of accumulated other comprehensive income in regulatory
capital. Accordingly, amounts reported as accumulated other comprehensive
income/loss related to securities available for sale, effective cash flow hedges
and defined benefit post-retirement benefit plans do not increase or reduce
regulatory capital and are not included in the calculation of risk-based capital
and leverage ratios. In connection with the adoption of ASC 326 on January 1,
2020, we also elected to exclude, for a transitional period, the effects of
credit loss accounting under CECL in the calculation of our regulatory capital
and regulatory capital ratios. Regulatory agencies for banks and bank holding
companies utilize capital guidelines designed to measure capital and take into
consideration the risk inherent in both on-balance sheet and off-balance sheet
items. See Note 9 - Capital and Regulatory Matters in the accompanying notes to
consolidated financial statements elsewhere in this report.

We paid quarterly dividends of $0.75, $0.75, $0.87 and $0.87 per common share
during the first, second, third and fourth quarters of 2022, respectively, and
quarterly dividends of $0.72, $0.72, $0.75 and $0.75 per common share during the
first, second, third and fourth quarters of 2021, respectively. This equates to
a dividend payout ratio
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of 36.6% in 2022 and 43.3% in 2021. The amount of dividend, if any, we may pay
may be limited as more fully discussed in Note 9 - Capital and Regulatory
Matters in the accompanying notes to consolidated financial statements elsewhere
in this report.

Preferred Stock. On March 16, 2020, we redeemed all 6,000,000 shares of our
5.375% Non-Cumulative Perpetual Preferred Stock, Series A, ("Series A Preferred
Stock") at a redemption price of $25 per share, or an aggregate redemption of
$150.0 million. On November 19, 2020 we issued 150,000 shares, or $150.0 million
in aggregate liquidation preference, of our 4.450% Non-Cumulative Perpetual
Preferred Stock, Series B, par value $0.01 and liquidation preference $1,000 per
share ("Series B Preferred Stock"). Each share of Series B Preferred Stock
issued and outstanding is represented by 40 depositary shares, each representing
a 1/40th ownership interest in a share of the Series B Preferred Stock
(equivalent to a liquidation preference of $25 per share). Additional details
about our preferred stock are included in Note 9 - Capital and Regulatory
Matters in the accompanying notes to consolidated financial statements elsewhere
in this report.

Stock Repurchase Plans. From time to time, our board of directors has authorized
stock repurchase plans. In general, stock repurchase plans allow us to
proactively manage our capital position and return excess capital to
shareholders. Shares purchased under such plans also provide us with shares of
common stock necessary to satisfy obligations related to stock compensation
awards. On January 25, 2023, our board of directors authorized a $100.0 million
stock repurchase plan, allowing us to repurchase shares of our common stock over
a one-year period from time to time at various prices in the open market or
through private transactions. No shares were repurchased under a stock
repurchase plan during 2022 or 2021. Under a prior stock repurchase plan, we
repurchased 177,834 shares at a total cost of $13.7 million during 2020.

Liquidity. Liquidity measures the ability to meet current and future cash flow
needs as they become due. The liquidity of a financial institution reflects its
ability to meet loan requests, to accommodate possible outflows in deposits and
to take advantage of interest rate market opportunities. The ability of a
financial institution to meet its current financial obligations is a function of
its balance sheet structure, its ability to liquidate assets and its access to
alternative sources of funds. The objective of our liquidity management is to
manage cash flow and liquidity reserves so that they are adequate to fund our
operations and to meet obligations and other commitments on a timely basis and
at a reasonable cost. We seek to achieve this objective and ensure that funding
needs are met by maintaining an appropriate level of liquid funds through
asset/liability management, which includes managing the mix and time to maturity
of financial assets and financial liabilities on our balance sheet. Our
liquidity position is enhanced by our ability to raise additional funds as
needed in the wholesale markets.

Asset liquidity is provided by liquid assets which are readily marketable or
pledgeable or which will mature in the near future. Liquid assets include cash,
interest-bearing deposits in banks, securities available for sale, maturities
and cash flow from securities held to maturity, and federal funds sold and
resell agreements. Liability liquidity is provided by access to funding sources
which include core deposits and correspondent banks in our natural trade area
that maintain accounts with and sell federal funds to Frost Bank, as well as
federal funds purchased and repurchase agreements from upstream banks and
deposits obtained through financial intermediaries.

Our liquidity position is continuously monitored and adjustments are made to the
balance between sources and uses of funds as deemed appropriate. Liquidity risk
management is an important element in our asset/liability management process. We
regularly model liquidity stress scenarios to assess potential liquidity
outflows or funding problems resulting from economic disruptions, volatility in
the financial markets, unexpected credit events or other significant occurrences
deemed problematic by management. These scenarios are incorporated into our
contingency funding plan, which provides the basis for the identification of our
liquidity needs. As of December 31, 2022, we had approximately $11.1 billion
held in an interest-bearing account at the Federal Reserve. We also have the
ability to borrow funds as a member of the Federal Home Loan Bank ("FHLB"). As
of December 31, 2022, based upon available, pledgeable collateral, our total
borrowing capacity with the FHLB was approximately $3.4 billion. Furthermore, at
December 31, 2022, we had approximately $12.7 billion in securities that were
unencumbered by a pledge and could be used to support additional borrowings
through repurchase agreements or the Federal Reserve discount window, as needed.
As of December 31, 2022, management is not aware of any events that are
reasonably likely to have a material adverse effect on our liquidity, capital
resources or operations. In addition, management is not aware of any regulatory
recommendations regarding liquidity that would have a material adverse effect on
us.

In the ordinary course of business we have entered into contractual obligations
and have made other commitments to make future payments. Refer to the
accompanying notes to consolidated financial statements elsewhere in this report
for the expected timing of such payments as of December 31, 2022. These include
payments related to
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(i) long-term borrowings (Note 7 - Borrowed Funds), (ii) operating leases
(Note 4 - Premises and Equipment and Lease Commitments), (iii) time deposits
with stated maturity dates (Note 6 - Deposits) and (iv) commitments to extend
credit and standby letters of credit (Note 8 - Off-Balance-Sheet Arrangements,
Commitments, Guarantees and Contingencies).

Since Cullen/Frost is a holding company and does not conduct operations, its
primary sources of liquidity are dividends upstreamed from Frost Bank and
borrowings from outside sources. Banking regulations may limit the amount of
dividends that may be paid by Frost Bank. See Note 9 - Capital and Regulatory
Matters in the accompanying notes to consolidated financial statements elsewhere
in this report regarding such dividends. At December 31, 2022, Cullen/Frost had
liquid assets, including cash and resell agreements, totaling $311.9 million.

Regulatory and Economic Policies



Our business and earnings are affected by general and local economic conditions
and by the monetary and fiscal policies of the United States government, its
agencies and various other governmental regulatory authorities, among other
things. The Federal Reserve Board regulates the supply of money in order to
influence general economic conditions. Among the instruments of monetary policy
historically available to the Federal Reserve Board are (i) conducting open
market operations in United States government obligations, (ii) changing the
discount rate on financial institution borrowings, (iii) imposing or changing
reserve requirements against financial institution deposits, and
(iv) restricting certain borrowings and imposing or changing reserve
requirements against certain borrowings by financial institutions and their
affiliates. These methods are used in varying degrees and combinations to affect
directly the availability of bank loans and deposits, as well as the interest
rates charged on loans and paid on deposits. For that reason alone, the policies
of the Federal Reserve Board have a material effect on our earnings.

Governmental policies have had a significant effect on the operating results of
commercial banks in the past and are expected to continue to do so in the
future; however, we cannot accurately predict the nature, timing or extent of
any effect such policies may have on our future business and earnings.

Accounting Standards Updates

See Note 20 - Accounting Standards Updates in the accompanying notes to consolidated financial statements elsewhere in this report for details of recently issued accounting pronouncements and their expected impact on our financial statements.

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