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

Steven Alexopoulos - JPMorgan Jennifer Demba - SunTrust Robinson Humphrey David Rochester - Deutsche Bank Stephen Moss - Evercore ISI Brett Rabatin - Piper Jaffray & Company Ebrahim Poonawala - Bank of America Merrill Lynch John Moran - Macquarie Research Emlen Harmon - Jefferies LLC Peter Winter - Sterne, Agee & Leach Brady Gailey - Keefe, Bruyette & Woods, Inc.

Good morning. My name is Connor and I will be your conference operator. At this time, I would like to welcome everyone to the Cullen/Frost Bank’s Third Quarter Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks there will be a question-and-answer session.

[Operator Instructions] Thank you. I would now like to turn today’s call over to Mr. Greg Parker, Executive Vice President and Director of Investor Relations. Mr. Parker, you may begin..

Thank you, Carner. This morning’s conference call will be led by Dick Evans, Chairman and CEO; and Phil Green, President of Cullen/Frost Bankers; and Jerry Salinas, Group Executive Vice President, and CFO. Before I turn the call over to Dick, Phil, and Jerry, I need to take a moment to address the Safe Harbor Provisions.

Some of the remarks made today will constitute forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995 as amended. We intend such statements to be covered by the Safe Harbor Provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 as amended.

Please see the last page of the text in this morning’s earnings release for additional information about the risk factors associated with these forward-looking statements. If needed, a copy of the release is available at our website or by calling the Investor Relations Department at 210-220-5632. At this time, I will turn the call over to Dick..

Thank you, Greg. Good morning and thanks for joining us. It’s my pleasure today to review third quarter 2015 results for Cullen/Frost. Our President, Phil Green and Chief Financial Officer, Jerry Salinas then will provide additional comments before we open it up for your questions.

In the third quarter of 2015 Cullen/Frost had solid growth and average loans, average deposits and net interest income. Considering the headwinds of ongoing lower energy prices near zero interest rates and sluggish economy we are very pleased by the results.

I command our dedicated employees who live our culture each day and help distinguish Frost in the marketplace. During the third quarter 2015 our net income available to common shareholders was $73.8 million, compared to $75.4 million reported third quarter of last year.

This was a $1.17 per diluted common share versus a $1.18 in the third quarter of 2014. The third quarter of 2015 return on average assets and average common equity were 1.04% and 10.73% respectively compared to 1.12% and 11.29% report in the third quarter of 2014.

Third quarter 2015 average deposits were $24.1 million, up $1.4 billion or 5.9% over the $22.7 million reported in the third quarter of 2014. Our strong deposit growth comes from new and existing customers underscores our focus on developing relationships through this economic downturn.

Net interest income on tax equivalent basis for the third quarter 2015 was $225.6 million, up 8.3% from the $208.3 million reported last year. This increase primarily resulted from an increase in the average volume of interest earning assets and to a lesser extent by the increase in our net interest margin.

Our net interest margin was 3.48% in the third quarter of 2015 compared to 3.39% in the third quarter of last year and 3.47% in the second quarter of 2015. Non-interest income for the third quarter of 2015 was $83.4 million, up 3.1% compared $80.9 million reported last year.

Trust and investment management fees were $25.6 million, down $1.2 million from last year because of lower oil and gas fees and security lending fees. The decline was offset in part, by $744,000 increase in investment fees and insurance commissions and fees were $11.8 million in the third quarter 2015, up 3.7% over last year.

Non-interest expense for the third quarter 2015 was $175.6 million, up 7.2% compared to the $163.9 million in the third quarter of 2014. Salaries rose $5.8 million over the same period a year earlier from the additions of new employee’s normal annual merit market increases and incentive-based compensation.

Net occupancy expense increased $3.3 million from our property taxes, depreciation expense, lease expense and utility expense. These increases were impacted by a new operational and support center and new branch locations. Turning to loan demand, 2015 is unlike any year or same.

We've had the second highest level area of loan requests and highest level of new commitments booked since 2008 year-over-year new loan commitments are up 9%. Based upon the success we normally would expect to see even more loan growth than what were reporting.

For the third quarter 2015 average loans were $11.4 billion, up 7.1% from the $10.6 billion reported for the third quarter of last year. But some of this great work I have just mentioned has been offset by higher than expected run-off and commitments.

Year to date we've had $650 million more in commitment run-off than expected based on historical norms. There's the primary factors for this first lower borrowing bases for our oil and gas credits and second businesses are selling assets and in some cases their entire company as a result of premium prices being offered.

I should note that energy loans outstanding or basically flat compared to year end 2014. The loan market continues to be very competitive, our lost loan opportunities show more deals lost to structure the pricing we remain consistent in our underwriting standards and that credit discipline serves as well.

I command our team for its outstanding business development work as we continue to make record number of calls on both customers and future customers. I'm pleased to report that our credit quality remains favorable, traditional measures of credit quality are strong delinquencies continue to be well below 1% at 0.64%.

Non-performing assets were $58.2 million down 8% from the $63 million reported in the third quarter of last year and up $5.8 million from the $52.4 million in the second quarter of 2015.

In the third quarter 2015 we had net charge-off of $3 million compared to $2 million last quarter through September 2015 are charge-offs for the year totaled $7 million and represented six basis points of loans, annualized charge-off percentage was eight basis points of loans.

Given the low oil prices we know that many of you are interested in our energy portfolio. Before we get into the numbers there's a few key headlines and I think are very important they show why we are performing well in this significant decrease in oil price. We remain in close and continual contact with our energy customers.

Current conditions align with what customers expected when we visited with them late last year and early this year. Customers are at executing their plans and strategies and are adjusting their business plans and cost structures in a prudent and practical manner.

While increases in problem loans are expected, the overall impact should be very manageable. And most importantly we still have not had any surprises which underscores that our customers are communicating and implementing their business plans well.

Outstanding energy loans at the end of September 30, were $1.789 billion that’s $8 million less than the end of the second quarter of this year. Classified energy loans at the end of the third quarter 2015 totaled $85 million or about 4.8% of our energy loans. There is another $56 million were graded special mention.

Our consequence is on non-accrual a production credit the totals $12.8 million. We currently do not believe the results of the fall borrowing base redeterminations will have a material and negative impact on asset quality within the oil and gas production portfolio.

For our all weighted borrowers we would expect possible borrowing base declines in the 10% to 15% range. For our gas weighted borrowers we would anticipate possible borrowing base declines in the 3% to 5% range. We may have some further deterioration from past to classification but we do not foresee a material increase and non-accrual or charge-offs.

We based this belief on the following. First most of our borrowers are not fully funded under the borrowing base. And will be able to absorb any decrease that may or may not occur. On average and I know you have to be careful with averages. But on average commitments represent 59% of the engineering’s reports value.

Second as early as January or February of this year, we had identified borrowers who have been more fully funded under their borrowing base that is greater than 75% or who operate with higher amounts of leverage.

We also continually reevaluate our borrowers using analysis other than borrowing base redeterminations to identify the appropriate amount of leverage. Our management team and the lending staff worked closely with these companies throughout the year.

They’ve evaluated strategic alternatives to reduce senior debt amounts to levels supported by the current commodity price environment given their asset-base strategy, liquidity and capital structure. These strategic alternatives include equity and debt issuance, injections or sale of non-core assets.

Many companies have already completed their strategic strategies while others are in the process of executing their strategies. We anticipate that these strategies to be completed by late 2015 or the first half of 2016.

We evaluated the hedge positions of our borrowers and we believe that any impact from hedge expiration should be manageable and will not be a reason to cause classifications. The vast majority of our borrowers have elastic expense structure that can react as prices move, especially downward.

Regarding our production based borrowers, which is 72% of our portfolio, it is important to note that our current price deck has oil at $50 a barrel for 2016 with some escalation through 2019 topping out at $70 a barrel. Our borrowing base is 65% of discounted 9% cash flow stream that results from the price deck.

Sensitivity price are 75% of our price deck. For 2016 that translates into sensitized oil price of $37.50. Non-production customers that is service, manufacturing and transportation are feeling the impact of lower prices also. Some have experienced revenue decreases of 10% to 15%. Many are expecting total decreases of 30% to 40% for 2015.

Fortunately, they know what needs to be done, they are adjusting their expenses, lowering CapEx for the year, reducing inventories and intensifying their accounts receivable and administration. Our energy team is doing an outstanding job working with our customers to identify the facts, potential problem areas and various solutions were needed.

Even so, we believe the impact will be manageable and we will be able to resolve problems in a rational and proper manner because we know and communicate regularly with our customers.

We have maintained our strong underwriting standards and credit disciplines and have chosen the bank with experienced individuals who have been through multiple downturns. Most of our energy officers have worked through other volatile times in this industry.

Surprises can always happen of course, but we have had no surprises since the beginning of late last year and we are grateful for that. Now moving to capital ratios. Our capital levels remain strong in fact all regulatory capital ratios significantly exceed the well-capitalized levels.

We are grateful for another good quarter with solid growth in average loans, average deposits and net interest income amid economic uncertainty, low energy prices and a low interest rate environment.

I thank our dedicated employees and the leadership team as they implement a seamless and transparent leadership transition that we announced last quarter has been business as usual just the way it should be. At Cullen/Frost, we continue to focus on the basics.

We are delivering innovation and providing outstanding customer service whenever and however customers want to communicate with us. We are reaching out to new and existing customers. Our credit quality remains favorable as we stay true to our principals and lending disciplines.

Our capital levels are strong, we have money to lend, we continue to deliver steady and superior financial performance for our shareholders and we have a steadfast focus on our unique culture and value proposition. And with that I’ll turn the call over to Phil and Jerry..

Thank you, Dick. I will just make a few comments about the Texas economy and turn it over to Jerry for some additional comments. Looking at the Texas economy, well Texas economy growth has slowed in 2015, it is still projected to produce positive growth for the year along with an unemployment rate almost 1% lower than the nation.

In fact the Dallas did currently projects 2015 job growth for the state of roughly 1% overall even as lower oil prices have caused 15% drop in oil and gas employment and manufacturing employment is down almost 5% due to weakening in the energy and the stronger U.S. dollar.

The diversity of the states economy has helped to offset these weaker areas through strong growth in service sectors such as healthcare and leisure and hospitality. And while construction employment is about flat statewide due to slowing in Houston. San Antonio, Austin and Metroplex areas continue to show growth.

In addition, residential construction statewide is healthy and housing stock continues to be tied at 3.4 months which is down from last years 3.5 months. I would also point out that looking at the 2015 Texas job growth versus other energy dominant state Texas has performed significantly better.

And one way to demonstrate the improved diversity of the Texas economy is to compare its industry mix to that of the U.S. over time. With an index factor of one being a perfect match Texas has improved its index to 0.92 in the early 80s to more than 0.96 in 2015. Overall the states unemployment rate is 4.2% at the end of the third quarter.

And a comment we still hear consistently from businesses we call on, is the problem finding enough skilled labor to support their business growth. Houston is slowing, but it still showed 0.4% job growth in the third quarter and currently the Houston unemployment rate it 4.4% less than the national average.

The fact that Houston is still growing despite the downturn and energy sector underscores the strength and diversity of the Texas economy. And with that, I will turn it over to Jerry for few additional comments..

Thank you, Phil. I’m going to make a few additional comments on the quarter then I’ll discuss our full-year guidance for 2015, before turning the call back over to Dick for questions. The net interest margin for the third quarter was 3.48%, up one basis point from the 3.47% for the previous quarter.

We have some items that had a positive impact on the margin and some items that I had a negative affect, but basically higher average balances up $159 billion this quarter earning 25 basis points, had about two basis point negative impacts on our net interest margin.

While loan purchase discount associated with our WNB acquisition had about three point favorable impacts on our net interest margin. Regarding investment securities, during the third quarter we purchased approximately $348 million in municipal securities with an average maturity of 19 years although in 10 years with the tax equivalent yield of 4.76%.

These purchases offset the 248 million and paydowns maturities and calls in the investment portfolio during the quarter. For the third quarter the investment portfolio averaged $11.57 billion, up $109 million from the $11.46 billion average balance during the second quarter of this year.

The tax equivalent yield on the investment portfolio during the third quarter with 3.99%, up two basis points from the linked quarter. The duration of the investment portfolio September 30th was 4.5 years flat with the previous quarter. Regarding taxes.

Our effective tax rate on a year-to-date basis was 14.3%, down from 17.2% for the same period last year, and was impacted by our higher level of municipal securities. Our capital ratios remain strong, our common equity Tier 1 ratio at 11.57%, compared to a 11.70% last quarter.

During the quarter we bought back approximately 955,000 shares of our stock as part of our approved buyback program. That leaves about $25 million in stock buybacks still available for repurchase during under that program.

Finally, regarding full-year 2015 earnings, we currently believe that given earnings in the quarter the full-year being of analyst estimates of $4.48 have reported by Capital IQ is low and that estimates a little over the current mean would be more reasonable. With that, I’ll turn the call over to Dick for questions..

Thank you, Phil and Jerry. And now we will be happy to have our questions..

[Operator Instructions] Your first question comes from the line of Steven Alexopoulos with JPMorgan. Your line is open..

Hey, good morning everybody..

Good morning..

I wanted to ask first, Dick, you mentioned the $1.8 billion energy portfolio this quarter again.

Could you give us the breakout of that into its subcomponents?.

Yes, 72% production, 15% in service, private client 3.4% that means rich people, manufacturing 4%, transportation 3.7%, refining 0.4%, traders 1.02%..

Okay, that's helpful.

And Dick, do you have the specific energy reserve where that stood?.

The energy reserve related to that we’ve got everything here. The total reserve is $110 million energy is 24.8 million. So its about 22%..

Okay, that's helpful. And I wanted to follow-up on the commentary around hedges.

Could you guys talk about what percent of the E&P loans you have in the portfolios current?.

6% would be affected by it in our portfolio..

Is that related to the hedge question I'm asking? Or is that something else?.

Yes..

So 6% are covered by hedges currently?.

6% of total revenue, so it’s almost insignificant here that’s the reason I said what I do..

Okay, got you. And then maybe just a final one. Sorry to beat a dead horse on energy here.

But can you comment on the pressure you're seeing, specifically on the services segment? And in your view, do you think that segment can withstand another, call it, 20% CapEx reduction – we will see where oil is next year – coming from E&P companies?.

So tell me what your assumption is, you think what is going to happen? You think….

So I mean if oil stays where it is, what we've heard from larger E&P companies is that they are talking about another at least 20% reduction in CapEx spending for 2016.

And my question to you is, when you look at the services segment of your portfolio, do you think that segment can withstand another step-down in CapEx in 2016?.

Here is what I think as I mentioned to you we are about 10% or 15% down now. And it could be as much as 30% to 40% and this stuff moves around depending on, you know how close you are to the drill bit. How much service work, you got but I would say to you that in my opinion you know you squeezed a lemon about as much as you can.

And there's just so much you can get out of it. I think the service industry has been very aggressive I think they've done a great job of cutting cost. But you can't get blood out of a turnip. So I would say to you, I think the total decrease is going to be in the 30% to 40% range. And that’s about where it’s going to be. Does that answer your question..

Yes, I appreciate all the color, thanks..

Your next question comes from the line of Jennifer Demba with SunTrust. Your line is open..

Thank you, good morning. Following up on the oil field service question, I know you don't have a big exposure there, Dick.

But how much of your oil field service exposure is closer to the drill bit?.

Yes, it’s pretty – my goodness it’s pretty small but that’s all relative hold on, I got a piece of paper. Yes, you got nine customers totaling about $30 million or 7% out of the total service of $272 million..

That's helpful, thank you.

And could you tell us what you're seeing on the M&A front, Dick? Are you seeing any opportunities? Or have the potential sellers pulled back while oil is low?.

Are you talking about the energy?.

I'm sorry, the bank M&A market..

Bank M&A, you know those continues to be a lot of dating in the little banks under a billion dollars because you know regulation has made it or they can survive, which is a shame. But you know I don’t see much activity and you know my position I am an aggressive looker and conservative buyer, so.

I think you are going to see the little guys get together to try to get over $1 billion I don’t blame them their survivors and work hard but it’s a shame what Dodd Frank and all the stuff did to the industry in America..

Thanks, Dick..

You are welcome..

Your next question comes from the line of Dave Rochester with Deutsche Bank. Your line is open..

Hey, good morning guys..

Good morning..

On capital, what's your appetite for more repurchases, going forward? And how do you think about the Tier 1 leverage ratio, back below 8% today? Do you think you have some room to take that lower?.

What we still got about $25 million left in the current plan as Jerry mentioned. So I think that like anything else it depends on what our growth prospects are and how the economy is doing. So I would say right now, we are just focused on completing the current plan, we will see what happened in the future.

But it’s actually always been a part of what we’ve done whenever we didn’t opportunity to do acquisitions and use it or we didn’t see organic growth that was significant enough to use it so it's always going to be something that’s on our radar screen, but it’d be premature for me to say what would be at this fall when we still have $25 million left..

And you mentioned growth there as being a factor? What are your thoughts on loan growth over the next couple of quarters, given the environment, and the potential for some drag on energy? I know you said those balances sounded like they were stable this quarter.

Do you think the runoff in commitments continues? And are you thinking that maybe loan growth, or maybe balances, remain flat nearer-term? What are your thoughts there?.

From the energy standpoint as you already heard the energy loans are flat which quite frankly in this environment I'm extremely pleased with our staff, quality is amazingly good under the circumstances of this kind of drop and so we are going after the good opportunities that I know everybody talks about how bad everything is and the world ending quite frankly that's when a lot of people make a lot of money and there's a lot of Texans down here that have made a lot of money over the last years and they look this is a great opportunity and we like financing them.

As far as overall portfolio goes you heard what I said about it’s just about as different of time as I've ever seen and the number one I couldn’t be proud of our people prouder of our people because they are out making calls and asking for the business.

We can't control stupid structuring by competition and you get a lot of that going on and we are not going to bend down and take that. So we just got to keep working hard which we’re doing make the call and keep the quality of the portfolio up.

The gap between the commitments and the outstanding is discouraging and I’ll tell you we work hard and go get the commitment – one take off, but it's just the zero interest rate environment the fed not having the ability to make a decision for years. It just kind of puts us in this unusual environment.

In the meantime we are going to keep calling on customers work hard to build the commitments and over time it will grow and should grow faster..

Okay.

And then just back on energy, how far along are you guys on the re-determination process through 3Q?.

It’s just starting, but from our standpoint I gave you some color which we believe what the results will be already because we spent, we are so close to our customers, we got pretty good understanding so we will know more by year end exactly what's going on..

Okay. And then just one last one, on the securities book. Do you guys have any details on any upcoming lumpy calls in the muni book? And then, it sounds like you're continuing to see a lot of opportunities there.

Do you expect those purchases, at that level, to continue?.

I would say with regard to what we are anticipated in the investment, we expect to continue to make on this, but we’ll make it along the treasury as well as we move forward through the next 12 months I say.

I mean our balance sheet continues to grow in light of our great deposit growth and I don't think we plan on seeing a significant change in the mix or the categories of our investment portfolio that is between treasuries and munis primarily.

So I think what you’ll see over the next 12 months sort of a balance in purchases that maintains the current structure and proportions and structure. So I’d say that. I’d say with regard to calls really that the program that we’ve been on investments for munis for now several years back to at least 2008.

Remember we’ve been buying the by the hard coupon structures and used about 100 basis points on the run coupon and so it's really built-in that we anticipate the call to occur, absolutely some kind of huge dislocation rate.

And so even though we are buying as Jerry mentioned say 19 to 20 munis they got tenure calls at high coupons who really expect to be called and in fact today about 11.5% of our unique portfolio is already pre-refunded. So what we're expecting to see with regard to calls in the tenures at time period is happening.

So I’d say – as far the lumpiness of the call is not because some of the called and so more it's really based upon what blocks of securities we bought and when sort of in line with maturity.

So I think you can back and look at what our reported purchases were over time and at least this time add 10 years of that that’s what we expect to see in calls..

Okay. Great thanks guys..

Your next question comes from the line of Steve Moss with Evercore ISI. Your line is open..

Good morning..

Good morning..

I was wondering if you could just discuss the overall loan growth outlook over the next 12 months, given you mentioned the pay-downs in the energy headwinds, going forward?.

Well, we just talk about a little bit….

Yes, I think were probably our expectations are first of all we are not even though energies are little bit soft. We’re not really seen declines there I mean has been more flat and we think it maybe some opportunities as we move through the year as people do some deals and some of the money gets employed.

I think really that we are still though we’ll expect that growth to be robust and that’s pretty good segment of the portfolio. So I would say from our point of view – single digit somewhere between the mid and high single digits loan growth over the next 12 months..

Okay.

And I was also wondering if you could quantify your Houston commercial real estate exposure?.

Yes, lets we got a little something here for you. Commercial real estate and commitment is about 21% it was about $1.3 billion in commitments. But the same if you like San Antonio and Houston and Fort Worth are all in its about same neighbored. So what’s you’re looking for..

Yes, so $1.3 billion in commitments and….

Outstanding are about 862 million in commercial real estate in the Houston region..

Okay. And then I guess lastly, as you look at borrower stresses, you mentioned a fairly low criticize ratio. You indicated modest migration, going forward.

Just wondering if you could put a little more quantification as to how you're thinking about the migration? And what kind of reserve levels you're applying to criticizing classified loans?.

Well, we are following the formula on our allowance and its working well that's reason you seen the energy percentage go up to where it is.

Quite frankly I don't you get into these models and stuff and I realize you got model and trying to fill in but the best things know your customers and that's what I've emphasized about what's really going to happen to you and I don’t know were you trying to go its maybe to fill on number and your model, but I feel pretty good about where we are I know the formula you know its working, it consistent we do what were suppose to do and saw legal, but the most important things what I said in the reason I started off with the energy and talked about stay and close to customers and now and what’s going on is where we get our comfort you know I going to get it from bunch a statistics.

Is that answer to your question..

That's helpful. Thank you very much, I appreciate it..

You welcome..

Your next question comes from the line of Brett Rabatin with Piper Jaffray. Your line is open..

Hi guys, good morning. Wanted to -- just wanted to ask a question on expenses, and just thinking about how you guys view the world, with interest rates continuing to look like they might stay low.

Was curious if you were thinking about, as we go into maybe 2016, any new expense savings initiatives to improve profitability? I know you guys have a high service touch to your client base. But any thoughts on driving the expense line [platte]? Or I don't know how you think about it, going forward, but was just hoping for a little color..

Yes, it’s a good question. I think you said the key thing is we got a high service model, as we focus on, if you think about our company, we are careful with expenses on an everyday basis, okay. To get a person hired or to have capital expenditure over $10,000 you got to get the Chairman and CFO’s signature on that.

So there's an accountability that exist for that. So we’re are careful about what we are spending. I would say also we're looking at utilizing technology better and we are doing a good job on that in a number of things that we are doing.

We got initiatives that are in place that really not to be disrupted to our business model but just to be smarter and better about things. We’re having success as far as that goes.

But the thing we’re focused on primarily is that the two things that really unlock the operating leverage in the company and one of them as interest rates, because we are solidly asset sensitive and we don’t know when that’s going to happen.

The other is, taken alone, the deposit ratio that’s say 46%, 47% move in that to a level that’s more inline with what it was five or six years ago, when it was around 80%. And that really is what creates great operating leverage for us.

And in the meantime when we are spending money, we are spending it on our value proposition taking care of customers, delivery methods and technology and we’re doing that throughout this cycle because we think that’s the opportunity that creates opportunities to grow market share and I think have you seen our deposit growth and how much is grown from new customers, as we’ve reported and Jerry’s reported over the quarters, that we are being successful with that.

So that’s really our focus at this time..

Okay. And would you maybe consider - and just thinking about technology, and the branch network.

Would you guys ever consider a branch rationalization process? Or any sort of program where you're going to try and - specifically trying and cut expenses at a part of the Company?.

Well, first of all the - we have before. I mean we’ll rationalize branches in markets and situations where we have got too much capacity. We did that, maybe it's two or three years ago by now, time flies.

But we probably reduced our number of branches by about 4% that year, because in one particular market we had as result of some acquisitions that we had not rationalized, we had too much capacity. Now we cut it back and we should be in a – I think it’s 3% or 4% of our total branches.

But keep in mind that we are not an over branched company in the State of Texas. And the state we got about 5% market in total, we only have 9%, number nine in terms of numbers of branches.

So our locations tend to be larger, they tend to be more commercial and consumer related and so I think a branch adjustment strategy would not be part of a some kind of a means to an end.

It would really be what does it take to run the business effectively in light of our volumes and activity? And continue to do that, as I say, we’ve done in the past. We will continue in the future, if necessary..

Okay..

One thing I would also point out branches, though, is that the character of the branches is changing.

Whereas in the past, locations would have been more transaction centric, more drive through lanes, you know more freeway centric locations to get people on and off and process transactions, the branches that we are putting on now, which I think and some example of really fast growth in our location, are really more community focused.

They are in locations where people go anyway, they are really in many cases don’t even have drive-in.

And the idea is to get people into the location, because it’s a place for us to project our brand, to put people face-to-face with Frost bankers, which is really the key and secret of our company and offer things that are more than just transaction processing, but wealth management, commercial lending, insurance in many cases.

Well, the numbers may not be changing dramatically I think the role is changing..

Okay, that's great color. I appreciate it. Was just thinking about some drivers, given that rates are tough right now, and continue to look to be so. Appreciate the color, thank you..

You bet..

Your next question comes from the line of Ebrahim Poonawala with Bank of America Merrill Lynch. Your line is open..

Good morning, guys..

Good morning..

I just had one remaining question, and sorry if I missed it. But could you just comment, in terms of your outlook on the Houston CRE market, as you look out into next year? Because there's been a sense that 2016 might be worse, not just for you, but the overall market, given if oil stays where it does.

And just would appreciate any color that you could share, Dick..

Well, a lot of theories going on. There is no doubt that Houston has more energy than any other also you see a little bit of slowing, but not too much and Houston will see if you look at the office buildings there's some new ones that are been put on hold. The occupancy is pretty strong all if you look at it and so how much is going to slow down.

I think the other thing you got to remember healthcare is tremendous in Houston, the port is even with the strong dollar and export slowing down little bit it is still tremendous and don't forget petrochemicals which have taken advantage of their low-cost and natural gas.

So that business continues to expand, so yes we have a little slowing probably already since the beginnings of it, but it’s a pretty darn dynamic market that I'm sure glad we operate in..

Yes, thanks for taking that question..

You are welcome..

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

Hi, guys..

Hi..

Just a quick follow-up on, operating expenses ticked up a little bit this quarter versus where we have been running, first half of the year, and a pickup on comp.

Was that new hiring activity? And then, do you feel like this is a good run rate, going into 4Q? Or should we see the normal seasonal noise in the fourth?.

Yes, I would expect that you’ll see some of that seasonal noise in the fourth quarter, we do have some incentives that invest immediately so you should see the kind of in our typical trend third to fourth increase.

A lot of the incentive that we recorded in the third quarter was related to higher revenue so some of that will be impacted if we don't see that sort of revenue growth on the fourth quarter and you may see that the growth not be as significant, third to fourth..

Okay, got it. And then the other ticky-tack kind of modeling question, the tax rate ran low this quarter, 14.3% on the year. Obviously, you guys redeployed into a bunch of municipal – in the muni book.

Thoughts on that, going forward? Is this quarter's sub-14% the right way to be thinking about that, going forward? Or is it, year to date, the better kind of run rate?.

Yes, the year to date would be a better one to focus on..

Okay. And then the last one I have, bigger picture. Dick, you mentioned a couple times competition structure, and some competitive pressure. Is that broad-based across the footprint? What – is the source of it, is it still the big uglies? Or the smaller banks getting more competitive? And is there any kind of product that's more competitive.

I mean obviously, CNI has been something that people talk about a lot.

But any structure weakness that you're seeing in some of the other product types?.

It’s just stupid bankers, and there are both big and little ones. You get all this pressure, that’s one of the benefits of the Feds getting out of keeping interest rates low for ever as they are creating some other bubbles. You know where they are, and hedge funds, and all kinds of private equity investments.

And so what happens, the math is pretty simple you’re sitting there want to go loans because the yield better and so you start doing stupid things and lowering your standards now.

And I think we’re pretty good at our discipline and I'm proud of our people it just harder you got to keep running hard and finding the good ones and when a customer understands that our future customer they realize they'll be doing business was somebody that got some sense because over the long-term they are going to be a lot better off..

Got it. Thanks very much for taking the question, guys..

Thank you..

Your next question comes from the line of Emlen Harmon with Jefferies. Your line is open..

Good morning. Just one other modeling question for me, as well. The other fee line was strong. I know you called out the year-over-year improvement in OREO valuation.

But on a quarter-over-quarter basis, could you help us understand what helped there? And just what the total OREO valuation improvement was?.

You are talking about the other income line items that got mentioned..

Yes..

You are looking at link or year ago quarter..

So I'm looking at link, and that was up about $3 million, quarter over quarter..

The big part there I think you saw in the release Dick mentioned we did have a gain on the sale of stock that we required in a – in our acquisitions that helped us about $2 million so that’s big increase it was a one-time deals that won’t be repeated. But we also had I think that was probably the biggest piece of it going to be honest..

Got it, perfect, thanks. That was it, just a quick one..

Sure..

Your next question comes from the line of Peter Winter with Sterne, Agee. Your line is open..

Good morning. You guys have given good color on the overall Texas economy.

I was just wondering, when we drill down into West Texas, the Midland Odessa area, what you're seeing there?.

I make a comment and look for Phil. It’s surprising with oil down end up from 100 take a number 45, 43 wherever it is – one of the things that if you are out there, but people will kind observe is how much traffic and there are still lot of traffic.

I think you know its going to slowdown a lot, its got to but what’s you can’t forget is that the Permian basin is one of the best honey holes that you've got for all in the world. And so you are going to continue to have some activity.

And secondly I point out to because it was so ridiculously tight that you couldn't hire white or anybody it's going to get back in balance..

Thanks Dick.

And I might also point out that the basin slow its one of the – its get the highest percentage of energy of its economy in the states probably around numbers about 20%, people out there tell us that it historically when they go a down cycle there it usually takes 80 months to get through it and you can pick your starting point of this down cycle but we're certainly in that I would say probably in the first three or four innings of that cycle.

I mean if you look at the detail things retail sales or down about 15% sales are down as well you’re seeing apartment rates decline they were running say $12.50 to $1000 go down you know interestingly school districts in people continue to move in.

I would say if you look that some of the job growth numbers latest numbers that I have got from the Dallas Fed showed job growth in the last three months 2% in Midland, 3.6% in Odessa. So that hasn’t totally caved and if you look at unemployment rates, the Midland unemployment rates 3.2% and the Odessa rate is 4.2%.

So where it’s slowing, you're seeing reductions in retail sales, auto sales, apartment rates dropping. I know hotel availability is better than it was. Again, as Dick said it was insane before. You are seeing it move through a normal adjustment to the cycle like it's been having, when this has occurred in the past..

Got it. Thanks very much..

[Operator Instructions] Your next question comes from the line of Stephen Austin with IceCap. Your line is open. Stephen Austin your line is open..

Connor, let’s move to the next question..

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

Hey, good morning, guys. I wanted to expand on the comment you made about the expiration of hedges not being an impact for you. I think you said something about 6% of revenue is hedged. Is that 6% of your energy customers' revenue is hedged? I would've thought that number would've been a lot higher..

No, you got it right. You heard right. It's energy customers..

Okay, so only 6% is hedged. Okay.

And then on the buybacks, the 955,000 shares that were repurchased in the third quarter, what was the average price that stock was repurchased?.

It was a little over $67..

All right. And then lastly, the purchased shared national credit portfolio, I think it was 793 million at the end of 2Q.

I was just wondering if that shrank a decent amount? And that's what caused the flat period in loan growth?.

It was up little bit. It was 824 on September 30. The other thing is only 26% of our energy loans come from shared national credits. We had some other growth in there. That was a growth some other good credits as you get. And of these things, it’s an opportunity to share just good prudent sharing of risk. We had some good opportunities in all the markets.

I mentioned the port of Houston earlier and stuff like that, just that you want to be a participant in. And so it’s holding in there right. You remember, don’t be confused Brad that we do not invest in shared national credits. We build relationships and diversify risk through shared national credits..

Understood..

You are not confused on that, are you?.

No, sir. Thank you. End of Q&A.

There are no further questions at this time. I will turn the call back over to Mr. Evans..

Well, thank you for joining us today and this concludes our third quarter 2015 conference call. We appreciate your confidence in Cullen/Frost. We stand adjourned..

This concludes today’s conference call. You may now disconnect..