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false000003926300000392632024-04-252024-04-250000039263us-gaap:CommonStockMemberexch:XNYS2024-04-252024-04-250000039263exch:XNYSus-gaap:SeriesBPreferredStockMember2024-04-252024-04-25

United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 25, 2024
Cullen/Frost Bankers, Inc.
(Exact name of registrant as specified in its charter)
Texas 001-13221 74-1751768
(State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.)
111 W. Houston Street, San Antonio, Texas 78205
(Address of principal executive offices) (Zip code)
(210) 220-4011
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on
which registered
Common Stock, $.01 Par Value CFR New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 4.450% Non-Cumulative Perpetual Preferred Stock, Series B CFR.PrB New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐



Item 2.02    Results of Operations and Financial Condition

Attached as Exhibit 99.1 and incorporated into this item by reference is a press release issued by the Registrant on April 25, 2024 regarding its financial results for the quarter ended March 31, 2024. The information furnished by the Registrant pursuant to this item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.


Item 9.01    Financial Statements and Exhibits

(d)   Exhibits:

99.1    Press Release.
104    Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document.






SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    CULLEN/FROST BANKERS, INC.



    By:    /s/ Jerry Salinas    
        Jerry Salinas
        Group Executive Vice President
        and Chief Financial Officer


    Dated:    April 25, 2024



EXHIBIT INDEX




Exhibit Number Description
   99.1
104 Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document.





EX-99.1 2 a1q24formxex991xpressrelea.htm EX-99.1 - 1Q24 EARNINGS RELEASE Document


Exhibit 99.1



A.B. Mendez
Investor Relations
210.220.5234
or
Bill Day
Media Relations
210.220.5427


FOR IMMEDIATE RELEASE    
April 25, 2024



CULLEN/FROST REPORTS FIRST QUARTER RESULTS
Board declares second quarter dividend on common and preferred stock




SAN ANTONIO -- Cullen/Frost Bankers, Inc. (NYSE:CFR) today reported first quarter 2024 results.
Net income available to common shareholders for the first quarter of 2024 was $134.0 million, and was impacted by a $7.7 million ($6.1 million after tax) addition to the estimated FDIC special assessment. Excluding this item in the first quarter, net income available to common shareholders would have been approximately $140.1 million, representing a 20.4 percent decrease compared to the first quarter of 2023. On a per-share basis, net income available to common shareholders for the first quarter of 2024 was $2.06 per diluted common share, compared to $2.70 per diluted common share reported a year earlier. Excluding the after-tax impact of the FDIC special assessment accrual in the first quarter, EPS would have been $2.15, representing a 20.4 percent decrease compared to the first quarter of 2023. Returns on average assets and average common equity were 1.09 percent and 15.22 percent, respectively, for the first quarter of 2024 compared to 1.39 percent and 22.59 percent, respectively, for the same period a year earlier. Adjusted for the FDIC special assessment, returns on average assets and average common equity for the first quarter would have been 1.14 percent and 15.92 percent, respectively.





For the first quarter of 2024, net interest income on a taxable-equivalent basis was $411.4 million, down 3.4 percent compared to the same quarter in 2023. Average loans for the first quarter of 2024 increased $1.8 billion, or 10.4 percent, to $19.1 billion, from the $17.3 billion reported for the first quarter a year earlier, and increased $503.0 million, or 2.7 percent, compared to the fourth quarter of 2023. Average deposits for the first quarter decreased $2.0 billion, or 4.8 percent, to $40.7 billion, compared to the $42.8 billion reported for last year's first quarter, and decreased $459.2 million, or 1.1 percent, compared to the fourth quarter of 2023. Average non-interest-bearing deposits were down $720.2 million, or 4.9 percent, from the fourth quarter. Average interest-bearing deposits were up $261.0 million, or 1.0 percent, from the fourth quarter.

“The solid earnings for the first quarter show the results of our organic growth strategy and the hard work of our bankers,” said Cullen/Frost Chairman and CEO Phil Green. “The steady increase in loans and consistent growth in both commercial and consumer relationships reflect Frost's enduring strength and stability. We continue to make investments to fuel the sustained growth of our business into the future, including opening the second new location in our Austin expansion on April 1 of this year. I want to commend all the Frost bankers who continue to provide world-class service to more people throughout the state as we pursue our organic growth initiatives."


Noted financial data for the first quarter of 2024 follows:

•The Common Equity Tier 1, Tier 1 and Total Risk-Based Capital Ratios at the end of the first quarter of 2024 were 13.41 percent, 13.89 percent and 15.35 percent, respectively, and continue to be in excess of well-capitalized levels and exceed Basel III minimum requirements.
•Net interest income on a taxable-equivalent basis was $411.4 million for the first quarter of 2024, a decrease of 3.4 percent, compared to the prior year period. Net interest margin was 3.48 percent for the first quarter compared to 3.41 percent for the fourth quarter of 2023 and compared to 3.47 percent for the first quarter of 2023.



•Non-interest income for the three months ended March 31, 2024 totaled $111.4 million, an increase of $6.1 million, or 5.8 percent, from the $105.3 million reported for the first quarter of 2023. Trust and investment management fees increased $2.9 million or 8.1 percent, compared to the first quarter of 2023. The increase in trust and investment management fees during the first quarter was primarily related to an increase in investment management fees (up $2.7 million), driven by an increase in the value of customer assets under management. Service charges on deposit accounts increased $2.9 million or 13.3 percent, compared to the first quarter of 2023. The increase in the first quarter was primarily related to increases in commercial service charges (up $1.4 million) and commercial and consumer overdraft charges (up $1.3 million), among other things. Other non-interest income increased $991,000, or 8.5 percent, compared to the first quarter of 2023. The increase was primarily related to increases in public finance underwriting fees (up $2.6 million) and income from customer derivative and foreign exchange transactions (up $737,000), among other things, partly offset by a decrease in sundry and other miscellaneous income (down $1.9 million).
•Non-interest expense was $326.2 million for the first quarter of 2024, up $41.1 million, or 14.4 percent, compared to the $285.1 million reported for the first quarter a year earlier. Excluding the additional FDIC special assessment that we accrued during the first quarter, total non-interest expense would have increased by $33.4 million, or 11.7 percent, compared to the first quarter of 2023. Salaries and wages expense increased $17.7 million, or 13.5 percent, compared to the first quarter of 2023. The increase in salaries and wages was primarily related to increases in salaries due to annual merit and market increases and an increase in the number of employees. The increase in the number of employees was partly related to our investment in organic expansion in the Houston, Dallas and Austin markets. Employee benefits expense increased by $2.0 million, or 6.0 percent, compared to the first quarter of 2023. The increase in employee benefits expense was related to an increase in medical/dental benefits expense (up $1.5 million) and an increase in payroll taxes (up $1.4 million), among other things, partly offset by a decrease in 401(k) plan expense (down $753,000). Other non-interest expense increased $9.0 million, or 17.3 percent, compared to the first quarter of 2023. The increase in other non-interest expense during the first quarter of 2024 included increases in advertising/promotions expense (up $4.0 million); professional services expense (up $1.2 million), which was primarily related to information technology services; and fraud losses (up $710,000), among other things. Technology, furniture, and equipment expense increased $2.5 million, or 7.7 percent, compared to the first quarter of 2023. The increase was primarily related to increases in cloud services expense.

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•For the first quarter of 2024, the company reported a credit loss expense of $13.7 million, and reported net charge-offs of $7.3 million. This compares to a credit loss expense of $16.0 million and net charge-offs of $10.9 million for the fourth quarter of 2023 and a credit loss expense of $9.1 million and net charge-offs of $8.8 million for the first quarter of 2023. The allowance for credit losses on loans as a percentage of total loans was 1.29 percent at March 31, 2024, compared to 1.31 percent at the end of the fourth quarter of 2023 and 1.32 percent at the end of the first quarter of 2023. Non-accrual loans were $71.5 million at the end of the first quarter of 2024, compared to $60.9 million at the end of the fourth quarter of 2023 and $38.4 million at the end of the first quarter of 2023.

The Cullen/Frost board declared a second-quarter cash dividend of $0.92 per common share. The dividend on common stock is payable June 14, 2024 to shareholders of record on May 31 of this year. The board of directors also declared a cash dividend of $11.125 per share of Series B Preferred Stock (or $0.278125 per depositary share). The depositary shares representing the Series B Preferred Stock are traded on the NYSE under the symbol "CFR PrB." The Series B Preferred Stock dividend is payable June 17, 2024 to shareholders of record on May 31 of this year.
Cullen/Frost Bankers, Inc. will host a conference call on Thursday, April 25, 2024, at 1 p.m. Central Time (CT) to discuss the results for the quarter. The media and other interested parties are invited to access the call in a “listen only” mode at 1-877-709-8150 or via webcast on our investor relations website linked below. Playback of the conference call will be available after 5 p.m. CT on the day of the call until midnight Sunday, April 28, 2024 at 1-877-660-6853 with Conference ID # of 13745726. A replay of the call will also be available by webcast at the URL listed below after 5 p.m. CT on the day of the call.



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Cullen/Frost investor relations website: https://investor.frostbank.com/ Cullen/Frost Bankers, Inc. (NYSE: CFR) is a financial holding company, headquartered in San Antonio, with $49.5 billion in assets at March 31, 2024. Frost provides a wide range of banking, investments and insurance services to businesses and individuals across Texas in the Austin, Corpus Christi, Dallas, Fort Worth, Houston, Permian Basin, Rio Grande Valley and San Antonio regions. Founded in 1868, Frost has helped clients with their financial needs during three centuries. Additional information is available at www.frostbank.com.

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Forward-Looking Statements and Factors that Could Affect Future Results
Certain statements contained in this Earnings Release 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 or economic 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.
•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 global wars/military conflicts, 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.

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Cullen/Frost Bankers, Inc.
CONSOLIDATED FINANCIAL SUMMARY (UNAUDITED)
(In thousands, except per share amounts)
2024 2023
1st Qtr 4th Qtr 3rd Qtr 2nd Qtr 1st Qtr
CONDENSED INCOME STATEMENTS
Net interest income $ 390,051  $ 388,152  $ 385,426  $ 385,266  $ 399,820 
Net interest income (1)
411,367  409,904  407,353  408,594  425,844 
Credit loss expense 13,650  15,981  11,185  9,901  9,104 
Non-interest income:
Trust and investment management fees 39,085  40,163  37,616  39,392  36,144 
Service charges on deposit accounts 24,795  24,535  23,603  23,487  21,879 
Insurance commissions and fees 18,296  12,743  13,636  12,940  18,952 
Interchange and card transaction fees 4,474  4,608  4,672  5,250  4,889 
Other charges, commissions, and fees 12,060  12,104  13,128  12,090  11,704 
Net gain (loss) on securities transactions —  —  12  33  21 
Other 12,667  19,598  13,331  10,336  11,676 
Total non-interest income 111,377  113,751  105,998  103,528  105,265 
Non-interest expense:
Salaries and wages 148,000  146,616  137,562  133,195  130,345 
Employee benefits 35,970  28,065  26,527  26,792  33,922 
Net occupancy 31,778  30,752  31,581  31,714  30,349 
Technology, furniture, and equipment 34,995  34,484  35,278  33,043  32,481 
Deposit insurance 14,724  58,109  6,033  6,202  6,245 
Other 60,750  67,196  56,275  54,096  51,800 
Total non-interest expense 326,217  365,222  293,256  285,042  285,142 
Income before income taxes 161,561  120,700  186,983  193,851  210,839 
Income taxes 25,871  18,149  31,332  31,733  33,186 
Net income 135,690  102,551  155,651  162,118  177,653 
Preferred stock dividends 1,669  1,669  1,668  1,669  1,669 
Net income available to common shareholders $ 134,021  $ 100,882  $ 153,983  $ 160,449  $ 175,984 
PER COMMON SHARE DATA
Earnings per common share - basic $ 2.06  $ 1.55  $ 2.38  $ 2.47  $ 2.71 
Earnings per common share - diluted 2.06  1.55  2.38  2.47  2.70 
Cash dividends per common share 0.92  0.92  0.92  0.87  0.87 
Book value per common share at end of quarter 54.36  55.64  44.59  50.55  51.59 
OUTSTANDING COMMON SHARES
Period-end common shares 64,251  64,185  64,017  64,120  64,396 
Weighted-average common shares - basic 64,216  64,139  64,067  64,241  64,374 
Dilutive effect of stock compensation 156  176  172  187  258 
Weighted-average common shares - diluted 64,372  64,315  64,239  64,428  64,632 
SELECTED ANNUALIZED RATIOS
Return on average assets 1.09  % 0.82  % 1.25  % 1.30  % 1.39  %
Return on average common equity 15.22  13.51  18.93  19.36  22.59 
Net interest income to average earning assets 3.48  3.41  3.44  3.45  3.47 
(1) Taxable-equivalent basis assuming a 21% tax rate.

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Cullen/Frost Bankers, Inc.
CONSOLIDATED FINANCIAL SUMMARY (UNAUDITED)
2024 2023
1st Qtr 4th Qtr 3rd Qtr 2nd Qtr 1st Qtr
BALANCE SHEET SUMMARY
($ in millions)
Average Balance:
Loans $ 19,112  $ 18,609  $ 17,965  $ 17,664  $ 17,319 
Earning assets 45,883  45,579  45,366  45,929  47,904 
Total assets 49,324  49,087  48,804  49,317  51,307 
Non-interest-bearing demand deposits 13,976  14,697  14,823  15,231  16,636 
Interest-bearing deposits 26,748  26,487  26,005  25,776  26,121 
Total deposits 40,724  41,184  40,828  41,007  42,757 
Shareholders' equity 3,687  3,108  3,372  3,470  3,305 
Period-End Balance:
Loans $ 19,388  $ 18,824  $ 18,399  $ 17,746  $ 17,486 
Earning assets 46,164  47,124  45,218  45,146  47,870 
Total assets 49,505  50,845  48,747  48,597  51,246 
Total deposits 40,806  41,921  40,992  40,701  42,184 
Shareholders' equity 3,638  3,716  3,000  3,387  3,468 
Adjusted shareholders' equity (1)
4,914  4,836  4,779  4,692  4,610 
ASSET QUALITY
($ in thousands)
Allowance for credit losses on loans: $ 250,297  $ 245,996  $ 242,235  $ 233,619  $ 231,514 
As a percentage of period-end loans 1.29  % 1.31  % 1.32  % 1.32  % 1.32  %
Net charge-offs: $ 7,349  $ 10,884  $ 4,992  $ 9,828  $ 8,782 
Annualized as a percentage of average loans 0.15  % 0.23  % 0.11  % 0.22  % 0.21  %
Non-accrual loans: $ 71,515  $ 60,907  $ 67,175  $ 67,781  $ 38,410 
As a percentage of total loans 0.37  % 0.32  % 0.37  % 0.38  % 0.22  %
As a percentage of total assets 0.14  0.12  0.14  0.14  0.07 
CONSOLIDATED CAPITAL RATIOS
Common Equity Tier 1 Risk-Based Capital Ratio 13.41  % 13.25  % 13.32  % 13.42  % 13.24  %
Tier 1 Risk-Based Capital Ratio 13.89  13.73  13.81  13.92  13.74 
Total Risk-Based Capital Ratio 15.35  15.18  15.28  15.39  15.22 
Leverage Ratio 8.44  8.35  8.17  8.11  7.69 
Equity to Assets Ratio (period-end) 7.35  7.31  6.15  6.97  6.77 
Equity to Assets Ratio (average) 7.47  6.33  6.91  7.04  6.44 
(1) Shareholders' equity excluding accumulated other comprehensive income (loss).



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Cullen/Frost Bankers, Inc.
TAXABLE-EQUIVALENT YIELD/COST AND AVERAGE BALANCES (UNAUDITED)
2024 2023
1st Qtr 4th Qtr 3rd Qtr 2nd Qtr 1st Qtr
TAXABLE-EQUIVALENT YIELD/COST(1)
Earning Assets:          
Interest-bearing deposits 5.40  % 5.39  % 5.33  % 5.05  % 4.57  %
Federal funds sold 5.76  5.73  5.65  5.35  4.72 
Resell agreements 5.60  5.60  5.53  5.26  4.77 
Securities(2)
3.32  3.24  3.24  3.24  3.24 
Loans, net of unearned discounts 7.00  6.92  6.83  6.64  6.36 
Total earning assets 5.13  5.00  4.92  4.77  4.57 
Interest-Bearing Liabilities:
Interest-bearing deposits:
Savings and interest checking 0.42  % 0.40  % 0.38  % 0.41  % 0.36  %
Money market deposit accounts 2.82  2.83  2.78  2.68  2.47 
Time accounts 4.73  4.59  4.34  3.77  2.40 
Total interest-bearing deposits 2.34  2.27  2.12  1.87  1.52 
Total deposits 1.54  1.46  1.35  1.18  0.93 
Federal funds purchased 5.38  5.40  5.32  4.97  4.55 
Repurchase agreements 3.76  3.75  3.67  3.52  3.20 
Junior subordinated deferrable interest debentures 7.34  7.45  7.34  6.84  6.46 
Subordinated notes payable and other notes 4.69  4.69  4.69  4.69  4.69 
Total interest-bearing liabilities 2.54  2.48  2.33  2.11  1.79 
Net interest spread 2.59  2.52  2.59  2.66  2.78 
Net interest income to total average earning assets 3.48  3.41  3.44  3.45  3.47 
AVERAGE BALANCES
($ in millions)
Earning Assets:  
Interest-bearing deposits $ 7,356  $ 7,047  $ 6,747  $ 6,880  $ 8,687 
Federal funds sold 13  22  64 
Resell agreements 85  86  85  85  90 
Securities - carrying value(2)
19,324  19,834  20,557  21,278  21,744 
Securities - amortized cost(2)
20,813  21,969  22,250  22,737  23,287 
Loans, net of unearned discount 19,112  18,609  17,965  17,664  17,319 
Total earning assets 45,883  45,579  45,366  45,929  47,904 
Interest-Bearing Liabilities:
Interest-bearing deposits:
Savings and interest checking $ 9,918  $ 9,986  $ 10,202  $ 10,862  $ 11,662 
Money market deposit accounts 11,058  11,219  11,144  11,431  12,404 
Time accounts 5,773  5,282  4,659  3,483  2,055 
Total interest-bearing deposits 26,748  26,487  26,005  25,776  26,121 
Total deposits 40,724  41,184  40,828  41,007  42,757 
Federal funds purchased 33  18  21  33  51 
Repurchase agreements 3,787  3,761  3,536  3,719  4,211 
Junior subordinated deferrable interest debentures 123  123  123  123  123 
Subordinated notes payable and other notes 100  99  99  99  99 
Total interest-bearing liabilities 30,791  30,488  29,785  29,750  30,606 
(1) Taxable-equivalent basis assuming a 21% tax rate.
(2) Average securities include unrealized gains and losses on securities available for sale while yields are based on average amortized cost.

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