8-K

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): October 19, 2017

FIRST FINANCIAL BANKSHARES, INC.

(Exact Name of Registrant as Specified in its Charter)

Texas	0-7674	75-0944023
(State or other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

400 Pine Street, Abilene, Texas 79601

(Address of Principal Executive Offices and Zip Code)

Registrant’s Telephone Number (325) 627-7155

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 203.425)

☐ 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 240.13 e-4 (c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 an exhibit to this Form 8-K is the earnings release for the quarter ended September 30, 2017 of First Financial Bankshares, Inc.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

99.1 Press Release dated October 19, 2017

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.

	FIRST FINANCIAL BANKSHARES, INC.
	(Registrant)
DATE: October 19, 2017	By:	/S/ F. Scott Dueser
		F. SCOTT DUESER
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

For immediate release	For More Information:
	J. Bruce Hildebrand, Executive Vice President
	325.627.7155

FIRST FINANCIAL BANKSHARES ANNOUNCES

THIRD QUARTER EARNINGS RESULTS

ABILENE, Texas, October 19, 2017 – First Financial Bankshares, Inc. (NASDAQ: FFIN) today reported earnings for the third quarter of 2017 of $29.37 million, up 14.73 percent when compared with earnings of $25.60 million in the same quarter last year. Basic earnings per share were $0.44 for the third quarter of 2017 compared with $0.39 in the same quarter a year ago.

Net interest income for the third quarter of 2017 increased 5.22 percent to $59.69 million compared with $56.73 million in the same quarter of 2016. The net interest margin, on a taxable equivalent basis, was 3.94 percent for the third quarter of 2017 compared to 4.05 percent for the second quarter of 2017 and 4.04 percent for the third quarter of 2016. Included in interest income for the third quarter of 2017 was $450 thousand, or two basis points in net interest margin, related to discount accretion from fair value accounting related to the Conroe and Orange acquisitions.    

The provision for loan losses was $1.42 million in the third quarter of 2017 compared with $1.73 million in the second quarter of 2017 and $3.83 million in the third quarter of 2016. The continued provision for loan losses in 2017 reflects growth in the loan portfolio, the continued levels of gross charge-offs and the effects related to Hurricane Harvey. Nonperforming assets as a percentage of loans and foreclosed assets totaled 0.63 percent at September 30, 2017, compared with 0.71 percent at June 30, 2017, and 1.04 percent at September 30, 2016. Classified loans totaled $121.29 million at September 30, 2017, compared to $117.61 million at June 30, 2017, and $126.60 million at September 30, 2016. The higher provision for loan losses and nonperforming asset levels in the third quarter of 2016 when compared to the current period was primarily related to one nonaccrual commercial loan, which was in the process of liquidation at September 30, 2016, and has now been resolved.

At September 30, 2017, loans with oil and gas industry exposure totaled 1.99% of gross loans. These loans comprised $21.82 million of the classified loan totals and $1.57 million of the nonperforming loan totals. In addition, there were no net charge-offs related to these oil and gas loans for the quarter ended September 30, 2017. At September 30, 2017, the Company’s allowance for loan loss reserve specific to its total oil and gas loan portfolio totaled 6.03% of total oil and gas loans.

Noninterest income increased 9.52 percent in the third quarter of 2017 to $24.26 million compared with $22.15 million in the same quarter a year ago. Trust fees increased to $6.04 million in the third quarter of 2017 compared with $5.07 million in the same quarter last year, due to continued growth in the fair value of Trust assets managed to $4.92 billion from $4.22 billion a year ago. ATM, interchange and credit card fees increased 5.67 percent to $6.34 million compared with $6.00 million in the same quarter last year due to continued growth in debit cards. Service charges on deposits increased 5.98 percent to $5.08 million compared with $4.80 million in the same quarter a year ago due to continued growth in net new accounts. Also included in noninterest income during the third quarter of 2017 was a gain on sale of securities of $1.08 million compared to $239 thousand in the same quarter a year ago and an increase in other noninterest income of $629 thousand compared to the same quarter a year ago, primarily resulting from a $505 thousand litigation settlement. Offsetting these increases was a decrease in real estate mortgage fees of $806 thousand or 17.16% compared to the same quarter a year ago, partially due to the effects of Hurricane Harvey.

Noninterest expense for the third quarter of 2017 totaled $43.96 million compared to $42.00 million in the third quarter of 2016. The Company’s efficiency ratio in the third quarter of 2017 was 48.71 percent compared with 49.33 percent in the same quarter last year. The increase in noninterest expense in the third quarter of 2017 was primarily a result of an increase in salary and employee benefit costs to $24.14 million compared to $22.93 million in the same quarter a year ago, primarily due to merit based pay increases and profit sharing expenses. Additionally, operational and other losses increased $548 thousand when compared to the same quarter a year ago, primarily related to hurricane and fraud losses.

For the nine months ended September 30, 2017, net income increased 7.83 percent to $84.23 million from $78.11 million a year ago. Basic earnings per share rose to $1.27 from $1.18 in the same period last year. Net interest income increased 3.22 percent to $175.79 million for the nine months ended September 30, 2017, from $170.30 million in the same period a year ago. The provision for loan losses totaled $5.09 million compared with $8.22 million in the same period a year ago. Noninterest income was $68.72 million for the first nine months 2017 compared with $63.41 million in the same period a year ago. Noninterest expense rose to $129.89 million compared with $123.84 million during the same period a year ago.

As of September 30, 2017, consolidated assets for the Company totaled $7.01 billion compared to $6.95 billion at June 30, 2017, and $6.69 billion at September 30, 2016. Loans grew to $3.49 billion at September 30, 2017, compared with loans of $3.46 billion at June 30, 2017 and $3.37 billion at September 30, 2016. Deposits totaled $5.70 billion at September 30, 2017, compared to $5.63 billion at June 30, 2017, and $5.24 billion at September 30, 2016. Shareholders’ equity rose to $906.56 million as of September 30, 2017, compared with $887.44 million at June 30, 2017, and $867.94 million at September 30, 2016.

On October 12, 2017, the Company announced the pending acquisition of Commercial Bancshares, Inc. and its wholly owned subsidiary, Commercial State Bank headquartered in Kingwood, Texas. Commercial State Bank had total loans of $263.77 million, total deposits of $322.14 million and total assets of $366.83 at September 30, 2017.

“We continue to work diligently to grow loans and deposits, reduce expenses to improve our bottom line while continuing to look for acquisition opportunities like our recent Kingwood announcement to better utilize our strong capital position and increase returns to our shareholders,” said F. Scott Dueser, Chairman, President and CEO. “This quarter, many of our employees and customers in our Southeast Texas and Conroe regions were significantly affected by Hurricane Harvey. However, we are so proud of how swiftly our Company responded by getting our branches re-opened so we could meet the critical needs of our customers. With the help of our employees, directors and customers throughout our footprint, First Financial was able to raise over $300 thousand that was distributed to our employees that were most effected by the hurricane,” added Dueser.

The Company has regional locations surrounding Houston in the Conroe, Willis, Tomball, Huntsville, Montgomery and Magnolia markets and in Southeast Texas in Orange, Beaumont, Vidor, Newton, Mauriceville and Port Arthur. Several of these markets were impacted by Hurricane Harvey in late August. We continue to evaluate the effect of the hurricane on our branch facilities, loans and investment portfolio. To date, the amounts related to damages at our physical locations not covered by insurance do not appear to be significant. Combined, the Company had approximately $846.45 million in loans throughout these markets at September 30, 2017. We continue to evaluate these loans and the related collateral and business operations underlying these loans. We have provided additional allowance for loan

and lease losses as deemed appropriate based on our analysis. Our tax exempt municipal bonds in the counties of Texas effected by the hurricane have been evaluated, including insurance on the bonds. At September 30, 2017, our municipal bonds in these counties totaled $254.48 million. Based on analysis of these bonds and the related municipality, we do not believe we have any credit related other than temporary impairment.

About First Financial Bankshares

Headquartered in Abilene, Texas, First Financial Bankshares is a financial holding company that through its subsidiary, First Financial Bank, N.A., operates multiple banking regions with 69 locations in Texas including Abilene, Acton, Albany, Aledo, Alvarado, Beaumont, Boyd, Bridgeport, Brock, Burleson, Cisco, Cleburne, Clyde, Conroe, Cut and Shoot, Decatur, Eastland, Fort Worth, Glen Rose, Granbury, Grapevine, Hereford, Huntsville, Keller, Magnolia, Mauriceville, Merkel, Midlothian, Mineral Wells, Montgomery, Moran, New Waverly, Newton, Odessa, Orange, Port Arthur, Ranger, Rising Star, Roby, San Angelo, Southlake, Stephenville, Sweetwater, Tomball, Trent, Trophy Club, Vidor, Waxahachie, Weatherford, Willis, and Willow Park. The Company also operates First Financial Trust & Asset Management Company, N.A., with seven locations and First Technology Services, Inc., a technology operating company.

The Company is listed on The NASDAQ Global Select Market under the trading symbol FFIN. For more information about First Financial Bankshares, please visit our website at http://www.ffin.com

*****

Certain statements contained herein may be considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements are based upon the belief of the Company’s management, as well as assumptions made beyond information currently available to the Company’s management, and may be, but not necessarily are, identified by such words as “expect”, “plan”, “anticipate”, “target”, “forecast” and “goal”. Because such “forward-looking statements” are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from the Company’s expectations include competition from other financial institutions and financial holding companies; the effects of and changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board; changes in the demand for loans; fluctuations in value of collateral and loan reserves; inflation, interest rate, market and monetary fluctuations; changes in consumer spending, borrowing and savings habits; and acquisitions and integration of acquired businesses, and similar variables. Other key risks are described in the Company’s reports filed with the Securities and Exchange Commission, which may be obtained under “Investor Relations-Documents/Filings” on the Company’s Web site or by writing or calling the Company at 325.627.7155. Except as otherwise stated in this news announcement, the Company does not undertake any obligation to update publicly or revise any forward-looking statements because of new information, future events or otherwise.

FIRST FINANCIAL BANKSHARES, INC.

CONSOLIDATED FINANCIAL SUMMARY (UNAUDITED)

(In thousands, except share and per share data)

	As of
	2017									2016
	Sept. 30,			June 30,			Mar. 31,			Dec. 31,			Sept. 30,
ASSETS
Cash and due from banks	$	177,615		$	163,435		$	163,674		$	204,782		$	166,981
Interest-bearing deposits in banks		166,820			53,336			55,165			48,574			117,334
Interest-bearing time deposits in banks		1,458			1,458			1,707			1,707			1,707
Fed funds sold		—			3,740			3,840			3,130			3,400
Investment securities		2,885,483			2,964,618			3,018,393			2,860,958			2,729,159
Loans		3,491,346			3,457,679			3,386,141			3,384,205			3,369,384
Allowance for loan losses		(47,922	)		(47,410	)		(46,192	)		(45,779	)		(45,298	)
Net loans		3,443,424			3,410,269			3,339,949			3,338,426			3,324,086
Premises and equipment		125,668			123,620			122,787			122,685			122,725
Goodwill		139,971			139,971			139,971			139,971			139,971
Other intangible assets		1,384			3,149			3,464			3,632			3,758
Other assets		67,341			83,796			81,420			86,066			77,615
Total assets	$	7,009,164		$	6,947,392		$	6,930,370		$	6,809,931		$	6,686,736
LIABILITIES AND SHAREHOLDERS’ EQUITY
Noninterest-bearing deposits	$	1,949,174		$	1,856,439		$	1,827,609		$	1,717,722		$	1,702,993
Interest-bearing deposits		3,748,286			3,770,170			3,834,359			3,760,817			3,532,471
Total deposits		5,697,460			5,626,609			5,661,968			5,478,539			5,235,464
Borrowings		351,435			379,324			360,264			445,770			513,759
Other liabilities		53,713			54,017			48,784			47,737			69,569
Shareholders’ equity		906,556			887,442			859,354			837,885			867,944
Total liabilities and shareholders’ equity	$	7,009,164		$	6,947,392		$	6,930,370		$	6,809,931		$	6,686,736
	Quarter Ended
	2017									2016
	Sept. 30,			June 30,			Mar. 31,			Dec 31,			Sept. 30,
INCOME STATEMENTS
Interest income	$	62,554		$	61,182		$	58,783		$	57,979		$	58,093
Interest expense		2,866			2,097			1,763			1,443			1,366
Net interest income		59,688			59,085			57,020			56,536			56,727
Provision for loan losses		1,415			1,725			1,950			1,993			3,833
Net interest income after provision for loan losses		58,273			57,360			55,070			54,543			52,894
Noninterest income		24,260			23,170			21,286			21,721			22,152
Noninterest expense		43,964			43,775			42,152			41,990			42,003
Net income before income taxes		38,569			36,755			34,204			34,274			33,043
Income tax expense		9,195			8,500			7,605			7,608			7,440
Net income	$	29,374		$	28,255		$	26,599		$	26,666		$	25,603
PER COMMON SHARE DATA
Net income - basic	$	0.44		$	0.43		$	0.40		$	0.40		$	0.39
Net income - diluted		0.44			0.43			0.40			0.40			0.39
Cash dividends declared		0.19			0.19			0.18			0.18			0.18
Book Value		13.69			13.41			12.99			12.68			13.14
Market Value	$	45.20		$	44.20		$	40.10		$	45.20		$	36.44
Shares outstanding - end of period		66,223,957			66,170,312			66,131,832			66,094,695			66,063,285
Average outstanding shares - basic		66,140,518			66,100,089			66,073,399			66,037,447			66,023,069
Average outstanding shares - diluted		66,417,281			66,344,943			66,363,222			66,307,119			66,147,202
PERFORMANCE RATIOS
Return on average assets		1.65	%		1.64	%		1.57	%		1.59	%		1.54	%
Return on average equity		12.95			12.94			12.74			12.44			11.72
Net interest margin (tax equivalent)		3.94			4.05			4.03			4.01			4.04
Efficiency ratio		48.71			49.32			49.67			49.61			49.33

	Nine Months Ended
	Sept. 30,
	2017			2016
INCOME STATEMENTS
Interest income	$	182,519		$	174,309
Interest expense		6,726			4,008
Net interest income		175,793			170,301
Provision for loan losses		5,090			8,219
Net interest income after provision for loan losses		170,703			162,082
Noninterest income		68,715			63,410
Noninterest expense		129,891			123,840
Net income before income taxes		109,527			101,652
Income tax expense		25,300			23,544
Net income	$	84,227		$	78,108
PER COMMON SHARE DATA
Net income - basic	$	1.27		$	1.18
Net income - diluted		1.27			1.18
Cash dividends declared		0.56			0.52
Book Value		13.69			13.14
Market Value	$	45.20		$	36.44
Shares outstanding - end of period		66,223,957			66,063,285
Average outstanding shares - basic		66,104,914			66,004,797
Average outstanding shares - diluted		66,392,210			66,135,918
PERFORMANCE RATIOS
Return on average assets		1.62	%		1.59	%
Return on average equity		12.88			12.33
Net interest margin (tax equivalent)		4.01			4.10
Efficiency ratio		49.22			49.09

FIRST FINANCIAL BANKSHARES, INC.

SELECTED FINANCIAL DATA (UNAUDITED)

(In thousands)

	Quarter Ended
	2017									2016
	Sept. 30,			June 30,			Mar. 31,			Dec. 31,			Sept. 30,
ALLOWANCE FOR LOAN LOSSES
Balance at beginning of period	$	47,410		$	46,192		$	45,779		$	45,298		$	45,060
Loans charged off		(1,180	)		(1,174	)		(2,026	)		(1,774	)		(4,372	)
Loan recoveries		277			667			489			262			777
Net recoveries (charge-offs)		(903	)		(507	)		(1,537	)		(1,512	)		(3,595	)
Provision for loan losses		1,415			1,725			1,950			1,993			3,833
Balance at end of period	$	47,922		$	47,410		$	46,192		$	45,779		$	45,298
Allowance for loan losses / period-end loans		1.37	%		1.37	%		1.36	%		1.35	%		1.34	%
Allowance for loan losses / nonperforming loans		243.57			210.95			159.48			161.44			131.04
Net charge-offs / average loans (annualized)		0.10			0.06			0.18			0.18			0.43
SUMMARY OF LOAN CLASSIFICATION
Special Mention	$	35,237		$	27,999		$	23,341		$	24,787		$	25,488
Substandard		86,057			89,609			99,280			103,015			101,110
Doubtful		—			—			—			—			2
Total classified loans	$	121,294		$	117,608		$	122,621		$	127,802		$	126,600
NONPERFORMING ASSETS
Nonaccrual loans	$	18,750		$	21,489		$	28,080		$	27,371		$	33,712
Accruing troubled debt restructured loans		668			672			695			701			750
Accruing loans 90 days past due		257			314			190			284			107
Total nonperforming loans		19,675			22,475			28,965			28,356			34,569
Foreclosed assets		2,401			2,245			1,553			644			369
Total nonperforming assets	$	22,076		$	24,720		$	30,518		$	29,000		$	34,938
As a % of loans and foreclosed assets		0.63	%		0.71	%		0.90	%		0.86	%		1.04	%
As a % of end of period total assets		0.31			0.36			0.44			0.43			0.52
OIL AND GAS PORTFOLIO INFORMATION
Oil and gas loans	$	69,433		$	70,187		$	75,262		$	78,483		$	86,785
Oil and gas loans as a % of total loans		1.99	%		2.03	%		2.22	%		2.32	%		2.58	%
Classified oil and gas loans		21,817			24,404			29,077			32,518			31,541
Nonaccrual oil and gas loans		1,569			2,860			3,208			4,092			5,140
Net charge-offs for oil and gas loans		—			50			—			105			104
Allowance for oil and gas loans as a % of oil and gas loans		6.03	%		7.24	%		6.59	%		6.28	%		5.60	%
CAPITAL RATIOS
Common equity Tier 1 capital ratio		18.35	%		17.79	%		17.56	%		17.30	%		17.11	%
Tier 1 capital ratio		18.35			17.79			17.56			17.30			17.11
Total capital ratio		19.54			18.97			18.72			18.45			18.28
Tier 1 leverage		10.84			10.79			10.60			10.71			10.60
Equity to assets		12.93			12.77			12.40			12.30			12.98
	Quarter Ended
	2017									2016
	Sept. 30,			June 30,			Mar. 31,			Dec. 31,			Sept. 30,
NONINTEREST INCOME
Trust fees	$	6,040		$	5,747		$	6,017		$	5,189		$	5,066
Service charges on deposits		5,083			4,883			4,550			4,773			4,796
ATM, interchange and credit card fees		6,340			6,598			6,164			6,390			6,000
Real estate mortgage fees		3,891			4,188			3,417			4,237			4,697
Net gain on sale of available-for-sale securities		1,075			747			3			117			239
Net gain (loss) on sale of foreclosed assets		(11	)		(72	)		41			112			(10	)
Net gain (loss) on sale of assets		(15	)		(200	)		4			(103	)		(168	)
Interest on loan recoveries		405			337			154			141			709
Other noninterest income		1,452			942			936			865			823
Total noninterest income	$	24,260		$	23,170		$	21,286		$	21,721		$	22,152
NONINTEREST EXPENSE
Salaries and employee benefits, excluding profit sharing	$	23,052		$	22,508		$	22,233		$	21,742		$	22,193
Profit sharing expense		1,091			957			1,026			1,329			738
Loss from partial settlement of pension plan		—			—			—			267			—
Net occupancy expense		2,711			2,771			2,600			2,534			2,672
Equipment expense		3,294			3,665			3,437			3,293			3,420
FDIC insurance premiums		561			550			547			525			513
ATM, interchange and credit card expenses		2,001			1,803			1,713			1,879			1,859
Legal, tax and professional fees		2,396			2,526			2,478			2,386			2,389
Audit fees		356			379			419			331			413
Printing, stationery and supplies		449			536			438			590			536
Amortization of intangible assets		143			165			168			168			172
Advertising and public relations		1,527			1,576			1,544			1,574			1,729
Operational and other losses		1,081			574			985			717			533
Software amortization and expense		742			995			500			525			490
Other noninterest expense		4,560			4,770			4,064			4,130			4,346
Total noninterest expense	$	43,964		$	43,775		$	42,152		$	41,990		$	42,003
TAX EQUIVALENT YIELD ADJUSTMENT	$	6,312		$	6,509		$	6,550		$	6,391		$	6,271

	Nine Months Ended Sept. 30,
	2017			2016
NONINTEREST INCOME
Trust fees	$	17,804		$	14,446
Service charges on deposits		14,517			13,614
ATM, interchange and credit card fees		19,102			17,521
Real estate mortgage fees		11,496			11,849
Net gain (loss) on sale of available-for-sale securities		1,825			1,153
Net gain (loss) on sale of foreclosed assets		(42	)		343
Net gain (loss) on sale of assets		(211	)		271
Interest on loan recoveries		896			1,970
Other noninterest income		3,328			2,243
Total noninterest income	$	68,715		$	63,410
NONINTEREST EXPENSE
Salaries and employee benefits, excluding profit sharing	$	67,793		$	65,776
Profit sharing expense		3,074			1,892
Net occupancy expense		8,081			7,886
Equipment expense		10,397			10,186
FDIC insurance premiums		1,657			2,155
ATM, interchange and credit card expenses		5,517			5,352
Legal, tax and professional fees		7,399			6,708
Audit fees		1,154			1,263
Printing, stationery and supplies		1,423			1,504
Amortization of intangible assets		477			570
Advertising and public relations		4,646			4,710
Operational and other losses		2,639			1,452
Software amortization and expense		2,237			1,481
Other noninterest expense		13,397			12,905
Total noninterest expense	$	129,891		$	123,840
TAX EQUIVALENT YIELD ADJUSTMENT	$	19,371		$	18,554

FIRST FINANCIAL BANKSHARES, INC.

SELECTED FINANCIAL DATA (UNAUDITED)

(In thousands)

	Three Months Ended Sept. 30, 2017							Three Months Ended June 30, 2017
	Average Balance		Tax Equivalent Interest		Yield / Rate			Average Balance		Tax Equivalent Interest		Yield / Rate
Interest-earning assets:
Fed funds sold	$	2,467	$	9		1.43	%	$	5,229	$	8		0.64	%
Interest-bearing deposits in nonaffiliated banks		198,322		629		1.26			45,043		112		1.00
Taxable securities		1,492,246		8,074		2.16			1,494,187		8,343		2.23
Tax exempt securities		1,477,559		16,884		4.57			1,528,760		17,414		4.56
Loans		3,468,524		43,270		4.95			3,418,105		41,814		4.91
Total interest-earning assets		6,639,118	$	68,866		4.12	%		6,491,324	$	67,691		4.18	%
Noninterest-earning assets		431,070							428,245
Total assets	$	7,070,188						$	6,919,569
Interest-bearing liabilities:
Deposits	$	3,728,442	$	2,228		0.24	%	$	3,803,412	$	1,930		0.20	%
Fed funds purchased and other borrowings		524,357		638		0.48			372,910		167		0.18
Total interest-bearing liabilities		4,252,799	$	2,866		0.27	%		4,176,322	$	2,097		0.20	%
Noninterest-bearing liabilities		1,917,681							1,867,596
Shareholders’ equity		899,708							875,651
Total liabilities and shareholders’ equity	$	7,070,188						$	6,919,569
Net interest income and margin (tax equivalent)			$	66,000		3.94	%			$	65,594		4.05	%
	Three Months Ended Mar. 31, 2017							Three Months Ended Dec. 31, 2016
	Average Balance		Tax Equivalent Interest		Yield / Rate			Average Balance		Tax Equivalent Interest		Yield / Rate
Interest-earning assets:
Fed funds sold	$	3,529	$	2		0.23	%	$	4,703	$	5		0.42	%
Interest-bearing deposits in nonaffiliated banks		134,556		274		0.83			85,907		116		0.54
Taxable securities		1,367,331		7,431		2.17			1,281,717		6,459		2.02
Tax exempt securities		1,529,610		17,561		4.59			1,489,463		16,958		4.55
Loans		3,369,599		40,065		4.82			3,374,652		40,831		4.81
Total interest-earning assets		6,404,625	$	65,333		4.14	%		6,236,442	$	64,369		4.11	%
Noninterest-earning assets		446,961							434,629
Total assets	$	6,851,586						$	6,671,071
Interest-bearing liabilities:
Deposits	$	3,808,933	$	1,590		0.17	%	$	3,580,489	$	1,305		0.14	%
Fed funds purchased and other borrowings		448,217		173		0.16			488,240		137		0.11
Total interest-bearing liabilities		4,257,150	$	1,763		0.17	%		4,068,729	$	1,442		0.14	%
Noninterest-bearing liabilities		1,747,532							1,749,320
Shareholders’ equity		846,904							853,022
Total liabilities and shareholders’ equity	$	6,851,586						$	6,671,071
Net interest income and margin (tax equivalent)			$	63,570		4.03	%			$	62,927		4.01	%

	Three Months Ended Sept. 30, 2016
	Average Balance		Tax Equivalent Interest		Yield / Rate
Interest-earning assets:
Fed funds sold	$	4,596	$	4		0.33	%
Interest-bearing deposits in nonaffiliated banks		69,285		95		0.55
Taxable securities		1,305,103		6,775		2.08
Tax exempt securities		1,478,719		16,541		4.47
Loans		3,349,458		40,948		4.86
Total interest-earning assets		6,207,161	$	64,363		4.13	%
Noninterest-earning assets		428,239
Total assets	$	6,635,400
Interest-bearing liabilities:
Deposits	$	3,460,208	$	1,111		0.13	%
Fed funds purchased and other borrowings		569,883		254		0.18
Total interest-bearing liabilities		4,030,091	$	1,365		0.13	%
Noninterest-bearing liabilities		1,736,071
Shareholders’ equity		869,238
Total liabilities and shareholders’ equity	$	6,635,400
Net interest income and margin (tax equivalent)			$	62,998		4.04	%

	Nine Months Ended Sept. 30, 2017							Nine Months Ended Sept. 30, 2016
	Average Balance		Tax Equivalent Interest		Yield / Rate			Average Balance		Tax Equivalent Interest		Yield / Rate
Interest-earning assets:
Fed funds sold	$	3,738	$	20		0.70	%	$	5,939	$	19		0.44	%
Interest-bearing deposits in nonaffiliated banks		126,207		1,016		1.08			48,969		202		0.55
Taxable securities		1,451,712		23,848		2.19			1,325,935		21,167		2.13
Tax exempt securities		1,511,786		51,859		4.57			1,448,933		49,313		4.54
Loans		3,419,105		125,147		4.89			3,319,337		122,162		4.92
Total interest-earning assets		6,512,548	$	201,890		4.14	%		6,149,113	$	192,863		4.19	%
Noninterest-earning assets		435,367							425,847
Total assets	$	6,947,915						$	6,574,960
Interest-bearing liabilities:
Deposits	$	3,779,967	$	5,748		0.20	%	$	3,431,572	$	3,197		0.12	%
Fed funds purchased and other short term borrowings		448,773		978		0.29			573,464		811		0.19
Total interest-bearing liabilities		4,228,740	$	6,726		0.21	%		4,005,036	$	4,008		0.13	%
Noninterest-bearing liabilities		1,844,894							1,723,790
Shareholders’ equity		874,281							846,134
Total liabilities and shareholders’ equity	$	6,947,915						$	6,574,960
Net interest income and margin (tax equivalent)			$	195,164		4.01	%			$	188,855		4.10	%