10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to            

Commission file number  000-09439

INTERNATIONAL BANCSHARES CORPORATION

(Exact name of registrant as specified in its charter)

Texas	74-2157138
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

1200 San Bernardo Avenue, Laredo, Texas 78042-1359

(Address of principal executive offices)

(Zip Code)

(956) 722-7611

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x No o

Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date

Class	Shares Issued and Outstanding
Common Stock, $1.00 par value	67,249,800 shares outstanding at May 2, 2012

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

Consolidated Statements of Condition (Unaudited)

(Dollars in Thousands)

	March 31,			December 31,
	2012			2011
Assets
Cash and cash equivalents	$	551,044		$	261,885
Investment securities:
Held-to-maturity (Market value of $3,325 on March 31, 2012 and $2,450 on December 31, 2011)	3,325			2,450
Available-for-sale (Amortized cost of $4,978,091 on March 31, 2012 and $5,082,095 on December 31, 2011)	5,097,484			5,213,915
Total investment securities	5,100,809			5,216,365
Loans	4,935,482			5,053,475
Less allowance for probable loan losses	(78,781		)	(84,192		)
Net loans	4,856,701			4,969,283
Bank premises and equipment, net	455,145			453,050
Accrued interest receivable	29,650			32,002
Other investments	346,013			351,209
Identified intangible assets, net	11,087			12,190
Goodwill	282,532			282,532
Other assets	178,680			161,133
Total assets	$	11,811,661		$	11,739,649

1

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

Consolidated Statements of Condition, continued (Unaudited)

(Dollars in Thousands)

	March 31,			December 31,
	2012			2011
Liabilities and Shareholders’ Equity
Liabilities:
Deposits:
Demand — non-interest bearing	$	2,063,600		$	1,927,018
Savings and interest bearing demand	2,923,207			2,707,693
Time	3,331,008			3,311,381
Total deposits	8,317,815			7,946,092
Securities sold under repurchase agreements	1,362,434			1,348,629
Other borrowed funds	198,128			494,161
Junior subordinated deferrable interest debentures	190,726			190,726
Other liabilities	135,267			159,876
Total liabilities	10,204,370			10,139,484
Commitments, Contingent Liabilities and Other Tax Matters (Note 10)
Shareholders’ equity:
Series A Cumulative perpetual preferred shares, $.01 par value, $1,000 per share liquidation value. Authorized 25,000,000 shares; issued 216,000 shares on March 31, 2012, net of discount of $4,809 and issued 216,000 shares on December 31, 2011, net of discount of $5,452	211,191			210,548
Common shares of $1.00 par value. Authorized 275,000,000 shares; issued 95,720,587 shares on March 31, 2012 and 95,719,652 shares on December 31, 2011	95,721			95,720
Surplus	162,907			162,767
Retained earnings	1,317,857			1,302,964
Accumulated other comprehensive income (including $(7,834) and $(6,889) of comprehensive loss related to other-than- temporary impairment for non-credit related issues)	76,966			84,959
	1,864,642			1,856,958
Less cost of shares in treasury, 28,471,180 shares on March 31, 2012 and 28,441,714 December 31, 2011	(257,351		)	(256,793		)
Total shareholders’ equity	1,607,291			1,600,165
Total liabilities and shareholders’ equity	$	11,811,661		$	11,739,649

See accompanying notes to consolidated financial statements.

2

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income (Unaudited)

(Dollars in Thousands, except per share data)

	Three Months EndedMarch 31,
	2012		2011
Interest income:
Loans, including fees	$	68,323	$	74,680
Investment securities:
Taxable	24,512		30,255
Tax-exempt	2,861		2,128
Other interest income	86		75
Total interest income	95,782		107,138
Interest expense:
Savings deposits	1,623		2,262
Time deposits	6,485		8,770
Securities sold under repurchase agreements	10,302		10,586
Other borrowings	208		650
Junior subordinated interest deferrable debentures	2,047		3,037
Total interest expense	20,665		25,305
Net interest income	75,117		81,833
Provision for probable loan losses	5,285		4,080
Net interest income after provision for probable loan losses	69,832		77,753
Non-interest income:
Service charges on deposit accounts	22,753		24,782
Other service charges, commissions and fees
Banking	10,064		13,026
Non-banking	1,251		1,492
Investment securities transactions, net	1,172		1,416
Other investments, net	5,134		5,356
Other income	2,803		2,294
Total non-interest income	$	43,177	$	48,366

3

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income, continued (Unaudited)

(Dollars in Thousands, except per share data)

	Three Months EndedMarch 31,
	2012		2011
Non-interest expense:
Employee compensation and benefits	$	29,401	$	32,035
Occupancy	8,734		8,601
Depreciation of bank premises and equipment	6,927		8,327
Professional fees	3,370		3,886
Deposit insurance assessments	1,567		2,457
Net expense, other real estate owned	1,181		1,114
Amortization of identified intangible assets	1,137		1,303
Advertising	1,827		1,787
Impairment charges (Total other-than-temporary impairment charges, $1,649 net of $1,464, and $1,309, net of $1,060, included in other comprehensive income)	186		249
Other	13,813		15,706
Total non-interest expense	68,143		75,465
Income before income taxes	44,866		50,654
Provision for income taxes	13,179		17,133
Net income	$	31,687	$	33,521
Preferred stock dividends	3,343		3,305
Net income available to common shareholders	$	28,344	$	30,216
Basic earnings per common share:
Weighted average number of shares outstanding:	67,271,146		67,701,315
Net income	$	.42	$	.45
Fully diluted earnings per common share:
Weighted average number of shares outstanding:	67,355,427		67,779,608
Net income	$	.42	$	.45

See accompanying notes to consolidated financial statements.

4

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Unaudited)

(Dollars in Thousands)

	Three Months Ended March 31,
	2012			2011
Net income	$	31,687		$	33,521
Other comprehensive income, net of tax:
Net unrealized holding (losses) gains on securities available for sale arising during period (tax effects of $(3,959) and $2,013)	(7,352		)	3,736
Reclassification adjustment for gains on securities available for sale included in net income (tax effects of $(410) and $(496))	(762		)	(920		)
Reclassification adjustment for impairment charges on available for sale securities included in net income (tax effects of $65 and $87)	121			162
	(7,993		)	2,978
Comprehensive income	$	23,694		$	36,499

See accompanying notes to consolidated financial statements.

5

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

(Dollars in Thousands)

	Three Months EndedMarch 31,
	2012			2011
Operating activities:
Net income	$	31,687		$	33,521
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for probable loan losses	5,285			4,080
Specific reserve, other real estate owned	427			294
Accretion of time deposit discounts	—			(4		)
Depreciation of bank premises and equipment	6,927			8,327
Loss (gain) on sale of bank premises and equipment	30			(305		)
Gain on sale of other real estate owned	(232		)	(182		)
Accretion of investment securities discounts	(755		)	(433		)
Amortization of investment securities premiums	6,435			6,140
Investment securities transactions, net	(1,172		)	(1,416		)
Impairment charges on available-for-sale investment securities	186			249
Amortization of junior subordinated debenture discounts	—			9
Amortization of identified intangible assets	1,137			1,303
Stock based compensation expense	131			102
Earnings from affiliates and other investments	(5,050		)	(4,951		)
Deferred tax expense (benefit)	1,091			(1,435		)
Decrease in accrued interest receivable	2,352			2,610
Net (increase) decrease in other assets	(113		)	5,544
Net increase in other liabilities	11,629			6,175
Net cash provided by operating activities	59,995			59,628
Investing activities:
Proceeds from maturities of securities	200			—
Proceeds from sales and calls of available for sale securities	17,331			352,679
Purchases of available for sale securities	(272,091		)	(601,849		)
Principal collected on mortgage-backed securities	306,652			302,045
Net decrease (increase) in loans	78,532			(6,089		)
Purchases of other investments	(150		)	(717		)
Distributions of other investments	10,396			14,944
Purchases of bank premises and equipment	(9,566		)	(4,226		)
Proceeds from sales of other real estate owned	11,099			3,423
Proceeds from sale of bank premises and equipment	514			1,050
Net cash provided by investing activities	142,917			61,260

6

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows, continued (Unaudited)

(Dollars in Thousands)

	Three Months EndedMarch 31,
	2012			2011
Financing activities:
Net increase in non-interest bearing demand deposits	$	136,582		$	161,374
Net increase in savings and interest bearing demand deposits	215,514			92,987
Net increase in time deposits	19,627			1,349
Net increase (decrease) in securities sold under repurchase agreements	13,805			(14,129		)
Net decrease in other borrowed funds	(296,033		)	(254,821		)
Purchases of treasury stock	(558		)	—
Proceeds from stock transactions	10			108
Payments of dividends on preferred stock	(2,700		)	(2,700		)
Net cash provided by (used in) financing activities	86,247			(15,832		)
Increase in cash and cash equivalents	289,159			105,056
Cash and cash equivalents at beginning of period	261,885			197,814
Cash and cash equivalents at end of period	$	551,044		$	302,870
Supplemental cash flow information:
Interest paid	$	21,493		$	26,290
Income taxes paid	50			5,380
Non-cash investing and financing activities:
Accrued dividends, preferred shares	$	1,350		$	1,350
Dividends declared, not yet paid	13,450			12,863
Net transfer from loans to other real estate owned	28,765			2,921
Purchases of available-for-sale securities not yet settled	26,195			384,841

See accompanying notes to consolidated financial statements.

7

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 - Basis of Presentation

The accounting and reporting policies of International Bancshares Corporation (“Corporation”) and Subsidiaries (the Corporation and Subsidiaries collectively referred to herein as the “Company”) conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry.  The consolidated financial statements include the accounts of the Corporation and its wholly-owned subsidiaries, International Bank of Commerce, Laredo (“IBC”), Commerce Bank, International Bank of Commerce, Zapata, International Bank of Commerce, Brownsville and the Corporation’s wholly-owned non-bank subsidiaries, IBC Subsidiary Corporation, IBC Life Insurance Company, IBC Trading Company, IBC Capital Corporation and Premier Tierra Holdings, Inc.  All significant inter-company balances and transactions have been eliminated in consolidation.  The consolidated financial statements are unaudited, but include all adjustments, which, in the opinion of management, are necessary for a fair presentation of the results of the periods presented.  All such adjustments were of a normal and recurring nature.  It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto in the Company’s latest Annual Report on Form 10-K.  The consolidated statement of condition at December 31, 2011 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  Certain reclassifications have been made to make prior periods comparable.

The Company operates as one segment.  The operating information used by the Company’s chief executive officer for purposes of assessing performance and making operating decisions about the Company is the consolidated statements presented in this report.  The Company has four active operating subsidiaries, namely, the bank subsidiaries, otherwise known as International Bank of Commerce, Laredo, Commerce Bank, International Bank of Commerce, Zapata and International Bank of Commerce, Brownsville.  The Company applies the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), FASB ASC 280, “Segment Reporting”, in determining its reportable segments and related disclosures.

The Company has evaluated all events or transactions that occurred through the date the Company issued these financial statements. During this period, the Company did not have any material recognizable or non-recognizable subsequent events.

Note 2 — Fair Value Measurements

ASC Topic 820,”Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  ASC 820 applies to all financial instruments that are being measured and reported on a fair value basis.  ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; it also establishes a fair value hierarchy that prioritizes the inputs used in valuation methodologies into the following three levels:

·Level 1 Inputs — Unadjusted quoted prices in active markets for identical assets or liabilities.

·Level 2 Inputs — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

·Level 3 Inputs — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.  Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or other valuation techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy is set forth below.

8

The following table represents assets and liabilities reported on the consolidated balance sheets at their fair value as of March 31, 2012 by level within the fair value measurement hierarchy:

			Fair Value Measurements at Reporting Date Using
			(in thousands)
	Assets/Liabilities Measured at Fair Value		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	March 31, 2012		(Level 1)		(Level 2)		(Level 3)
Measured on a recurring basis:
Assets:
U.S. Government agency obligations	$	24,030	$	—	$	24,030	$	—
Residential mortgage-backed securities	4,838,008		—		4,800,987		37,021
States and political subdivisions	215,372		—		215,372		—
Other	20,074		20,074		—		—

The following table represents assets and liabilities reported on the consolidated balance sheets at their fair value as of December 31, 2011 by level within the fair value measurement hierarchy:

			Fair Value Measurements at Reporting Date Using
			(in thousands)
	Assets/Liabilities Measured at Fair Value December 31, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Measured on a recurring basis:
Assets:
Residential mortgage-backed securities	$	4,969,263	$	—	$	4,929,658	$	39,605
States and political subdivisions	224,761		—		224,761		—
Other	19,891		19,891		—		—

9

Investment securities available-for-sale are classified within level 2 and level 3 of the valuation hierarchy, with the exception of certain equity investments that are classified within level 1.  For investments classified as level 2 in the fair value hierarchy, the Company obtains fair value measurements for investment securities from an independent pricing service.  The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things.  Investment securities classified as level 3 are non-agency mortgage-backed securities.  The non-agency mortgage-backed securities held by the Company are traded in inactive markets and markets that have experienced significant decreases in volume and level of activity, as evidenced by few recent transactions, a significant decline or absence of new issuances, price quotations that are not based on comparable securities transactions and wide bid-ask spreads among other factors.  As a result of the inability to use quoted market prices to determine fair value for these securities, the Company determined that fair value, as determined by level 3 inputs in the fair value hierarchy, is more appropriate for financial reporting and more consistent with the expected performance of the investments.  For the investments classified within level 3 of the fair value hierarchy, the Company used a discounted cash flow model to determine fair value.  Inputs in the model included both historical performance and expected future performance based on information currently available.

Assumptions used in the discounted cash flow model for the quarter ended March 31, 2012, were applied separately to those portions of the bonds where the underlying residential mortgage loans had performed under original contract terms for at least the prior 24 months and those where the underlying residential mortgages had not met the original contractual obligation for the same period.  Unobservable inputs included in the model are estimates on future principal prepayment rates, and default and loss severity rates.  For the portion of the bonds where the underlying residential mortgage had met the original contract terms for at least 24 months, the Company used the following estimates in the model: (i) a voluntary prepayment rate of 7%, (ii) a 1% default rate, (iii) a loss severity rate of 25%, and (iv) a discount rate of 13%.  The assumptions used in the model for the rest of the bonds included the following estimates:  (i) a voluntary prepayment rate of 2%, (ii) a default rate of 9%, (iii) a loss severity rate that starts at 60% for the first year then declines by 5% for the following five years and remains at 25% thereafter, and (iv) a discount rate of 13%.  The estimates used in the model to determine fair value are based on observable historical data of the underlying collateral.  The model anticipates that the housing market will gradually improve and that the underlying collateral will eventually all perform in accordance with the original contract terms on the bonds.  Should the number of loans in the underlying collateral that default and go into foreclosure or the severity of the losses in the underlying collateral significantly change, the results of the model would be impacted.  The Company will continue to evaluate the actual historical performance of the underlying collateral and will modify the assumptions used in the model as necessary.  As actual historical information has become more widely available to investors, the Company determined that this approach to the model was appropriate and therefore, modified the model that had been used in prior periods.  The change did not significantly impact the results of the model.

Assumptions used in the model for the year ended December 31, 2011, included estimates on future principal prepayment rates, default and loss severity rates.  The Company estimates that future principal prepayment rates will range from 4 — 5% and used a 13% discount rate.  Default rates used in the model were 10 — 11% for the first year and 7% thereafter, and loss severity rates started at 60% for the first year and are decreased by 10% for the following three years, then remain at 20% thereafter.

The following table presents a reconciliation of activity for such mortgage-backed securities on a net basis (Dollars in thousands):

Balance at December 31, 2011	$	39,605
Principal paydowns	(934		)
Total unrealized gains (losses) included in:
Other comprehensive income	(1,464		)
Impairment realized	(186		)
Balance at March 31, 2012	$	37,021

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis.  The instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

10

The following table represents financial instruments measured at fair value on a non-recurring basis as of March 31, 2012 by level within the fair value measurement hierarchy:

			Fair Value Measurements at Reporting Date Using
			(in thousands)
	Assets/Liabilities Measured at Fair Value		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Provision During
	March 31, 2012		(Level 1)		(Level 2)		(Level 3)		Period
Measured on a non-recurring basis:
Assets:
Impaired loans	$	41,208	$	—	$	—	$	41,208	$	5,736
Other real estate owned	6,282		—		—		6,282		427

The following table represents financial instruments measured at fair value on a non-recurring basis as of December 31, 2011 by level within the fair value measurement hierarchy:

			Fair Value Measurements at Reporting Date Using
			(in thousands)
	Assets/Liabilities Measured at Fair Value December 31,		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Provision During the
	2011		(Level 1)		(Level 2)		(Level 3)		Period
Measured on a non-recurring basis:
Assets:
Impaired loans	$	81,723	$	—	$	—	$	81,723	$	15,457
Other real estate owned	34,631		—		—		34,631		9,509

The Company’s assets measured at fair value on a non-recurring basis are limited to impaired loans and other real estate owned.  Impaired loans are classified within level 3 of the valuation hierarchy.  The fair value of impaired loans is derived in accordance with FASB ASC 310, “Receivables”.  The fair value of impaired loans is based on the fair value of the collateral, as determined through an external appraisal process, discounted based on internal criteria.  Impaired loans are primarily comprised of collateral-dependent commercial loans.   Impaired loans are remeasured and reported at fair value through a specific valuation allowance allocation of the allowance for probable loan losses based upon the fair value of the underlying collateral.

11

Other real estate owned is comprised of real estate acquired by foreclosure and deeds in lieu of foreclosure. Other real estate owned is carried at the lower of the recorded investment in the property or its fair value less estimated costs to sell such property (as determined by independent appraisal) within level 3 of the fair value hierarchy.  Prior to foreclosure, the value of the underlying loan is written down to the fair value of the real estate to be acquired by a charge to the allowance for probable loan losses, if necessary.  The fair value is reviewed periodically and subsequent write downs are made accordingly through a change to operations.  Other real estate owned is included in other assets on the consolidated financial statements.  For the three months ended March 31, 2012 and the twelve months ended December 31, 2011, the Company recorded $7,996,000 and $1,100,000 in charges to the allowance for probable loan losses in connection with loans transferred to other real estate owned.  For the three months ended March 31, 2012 and twelve months ended December 31, 2011, the Company recorded $427,000 and $9,509,000 in write downs in fair value in connection with other real estate owned.

The fair value estimates, methods, and assumptions for the Company’s financial instruments at March 31, 2012 and December 31, 2011 are outlined below.

Cash and Due From Banks

For these short-term instruments, the carrying amount is a reasonable estimate of fair value.

Investment Securities Held-to-Maturity

The carrying amounts of investments held-to-maturity approximate fair value.

Investment Securities

For investment securities, which include U.S. Treasury securities, obligations of other U.S. obtained government agencies, obligations of states and political subdivisions and mortgage pass through and related securities, fair values are obtained from an independent pricing service.  The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things.  See disclosures of fair value of investment securities in Note 6.

Loans

Fair values are estimated for portfolios of loans with similar financial characteristics.  Loans are segregated by type such as commercial, real estate and consumer loans as outlined by regulatory reporting guidelines.  Each category is segmented into fixed and variable interest rate terms and by performing and non-performing categories.

For variable rate performing loans, the carrying amount approximates the fair value.  For fixed rate performing loans, except residential mortgage loans, the fair value is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate risk inherent in the loan.  For performing residential mortgage loans, fair value is estimated by discounting contractual cash flows adjusted for prepayment estimates using discount rates based on secondary market sources or the primary origination market.  Fixed rate performing loans are within Level 3 of the fair value hierarchy.  At March 31, 2012, and December 31, 2011, the carrying amount of fixed rate performing loans was $1,237,058,000 and $1,173,548,000 respectively, and the estimated fair value was $1,194,431,000 and $1,200,837,000, respectively.

Accrued Interest

The carrying amounts of accrued interest approximate fair value.

Deposits

The fair value of deposits with no stated maturity, such as non-interest bearing demand deposit accounts, savings accounts and interest bearing demand deposit accounts, was equal to the amount payable on demand as of March 31, 2012 and December 31, 2011.  The fair value of time deposits is based on the discounted value of contractual cash flows.  The discount rate is based on currently offered rates.  Time deposits are within Level 3 of the fair value hierarchy.    At March 31, 2012 and December 31, 2011, the carrying amount of time deposits was $3,331,008,000 and $3,311,381,000, respectively, and the estimated fair value was $3,342,704,000 and $3,323,680,000, respectively.

12

Securities Sold Under Repurchase Agreements

Securities sold under repurchase agreements include both short and long-term maturities.  Due to the contractual terms of the short-term instruments, the carrying amounts approximated fair value at March 31, 2012 and December 31, 2011.  The fair value of the long-term instruments is based on established market spreads using option adjusted spreads methodology.  Long-term repurchase agreements are within level 3 of the fair value hierarchy.  At March 31, 2012 and December 31, 2011, the carrying amount of long-term repurchase agreements was $1,000,000,000 and the estimated fair value was $1,153,046,000 and $1,161,849,000, respectively.

Junior Subordinated Deferrable Interest Debentures

The Company currently has fixed and floating rate junior subordinated deferrable interest debentures outstanding.  Due to the contractual terms of the floating rate junior subordinated deferrable interest debentures, the carrying amounts approximated fair value at March 31, 2012 and December 31, 2011.  The fair value of the fixed rate junior subordinated deferrable interest debentures is based on established market spreads to similar debt instruments with similar characteristics to the debentures.  The fixed rate junior subordinated deferrable interest debentures are within level 2 of the fair value hierarchy.  At March 31, 2012 and December 31, 2011, the carrying amount of fixed rate junior subordinated deferrable interest debentures was $53,609,000 and $87,630,000, respectively, and the estimated fair value was $28,866,000 and $43,403,000, respectively.

Other Borrowed Funds

The company currently has short and long-term borrowings issued from the Federal Home Loan Bank (“FHLB”).  Due to the contractual terms of the short-term borrowings, the carrying amounts approximated fair value at March 31, 2012 and December 31, 2011.  The fair value of the long-term borrowings is based on established market spreads for similar types of borrowings.  The long-term borrowings are included in Level 2 of the fair value hierarchy.  At March 31, 2012 and December 31, 2011, the carrying amount of the long-term FHLB borrowings was $6,628,000, and $6,661,000, respectively, and the estimated fair value was $6,772,000 and $6,998,000, respectively.

Commitments to Extend Credit and Letters of Credit

Commitments to extend credit and fund letters of credit are principally at current interest rates and therefore the carrying amount approximates fair value.

Limitations

Fair value estimates are made at a point in time, based on relevant market information and information about the financial instrument.  These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument.  Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors.  These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision.  Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing on-and off-statement of condition financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments.  Other significant assets and liabilities that are not considered financial assets or liabilities include the bank premises and equipment and core deposit value.  In addition, the tax ramifications related to the effect of fair value estimates have not been considered in the above estimates.

13

Note 3— Loans

A summary of net loans, by loan type at March 31, 2012 and December 31, 2011 is as follows:

	March 31,		December 31,
	2012		2011
	(Dollars in Thousands)
Commercial, financial and agricultural	$	2,496,601	$	2,560,102
Real estate — mortgage	864,187		895,870
Real estate — construction	1,269,146		1,273,389
Consumer	87,660		94,109
Foreign	217,888		230,005
Total loans	$	4,935,482	$	5,053,475

Note 4 - Allowance for Probable Loan Losses

The allowance for probable loan losses primarily consists of the aggregate loan loss allowances of the bank subsidiaries.  The allowances are established through charges to operations in the form of provisions for probable loan losses.  Loan losses or recoveries are charged or credited directly to the allowances.  The allowance for probable loan losses of each bank subsidiary is maintained at a level considered appropriate by management, based on estimated probable losses in the loan portfolio.  The allowance for probable loan losses is derived from the following elements:  (i) allowances established on specific loans, which are based on a review of the individual characteristics of each loan, including the customer’s ability to repay the loan, the underlying collateral values, and the industry in which the customer operates, (ii) allowances based on actual historical loss experience for similar types of loans in the Company’s loan portfolio, and (iii) allowances based on general economic conditions, changes in the mix of loans, company resources, border risk and credit quality indicators, among other things.  All segments of the loan portfolio continue to be impacted by the prolonged economic downturn.  Loans secured by real estate could be impacted negatively by the continued economic environment and resulting decrease in collateral values.  Consumer loans may be impacted by continued and prolonged unemployment rates.

The Company’s management continually reviews the allowance for loan losses of the bank subsidiaries using the amounts determined from the allowances established on specific loans, the allowance established on quantitative historical loss percentages, and the allowance based on qualitative data to establish an appropriate amount to maintain in the Company’s allowance for loan losses.  Should any of the factors considered by management in evaluating the adequacy of the allowance for probable loan losses change, the Company’s estimate of probable loan losses could also change, which could affect the level of future provisions for probable loan losses.  While the calculation of the allowance for probable loan losses utilizes management’s best judgment and all information available, the adequacy of the allowance is dependent on a variety of factors beyond the Company’s control, including, among other things, the performance of the entire loan portfolio, the economy, changes in interest rates and the view of regulatory authorities towards loan classifications.

The specific loan loss provision is determined using the following methods.  On a weekly basis, loan past due reports are reviewed by the servicing loan officer to determine if a loan has any potential problems and if a loan should be placed on the Company’s internal classified report.  Additionally, the Company’s credit department reviews the majority of the Company’s loans regardless of whether they are past due and segregates any loans with potential problems for further review.  The credit department will discuss the potential problem loans with the servicing loan officers to determine any relevant issues that were not discovered in the evaluation.  Also, an analysis of loans that is provided through examinations by regulatory authorities is considered in the review process.  After the above analysis is completed, the Company will determine if a loan should be placed on an internal classified report because of issues related to the analysis of the credit, credit documents, collateral and/or payment history.

14

A summary of the transactions in the allowance for probable loan losses by loan class is as follows:

	2012
	Domestic																					Foreign
	Commercial			Commercial real estate: other construction & land development			Commercial real estate: farmland & commercial			Commercial real estate: multifamily			Residential: first lien			Residential: junior lien			Consumer			Foreign		Total
	(Dollars in Thousands)
Balance at December 31,	$	26,617		$	19,940		$	24,227		$	1,003		$	4,562		$	4,760		$	1,724		$	1,359	$	84,192
Losses charge to allowance	(3,424		)	(71		)	(7,994		)	—			(36		)	(312		)	(247		)	—		(12,084		)
Recoveries credited to allowance	1,244			5			31			—			2			45			61			—		1,388
Net losses charged to allowance	(2,180		)	(66		)	(7.963		)	—			(34		)	(267		)	(186		)	—		(10,696		)
Provision charged to operations	140			(108		)	5,546			(154		)	(149		)	12			64			64		5,285
Balance at March 31,	$	24,577		$	19,766		$	21,810		$	849		$	4,379		$	4,505		$	1,602		$	1,293	$	78,781

	2011
	Domestic																			Foreign
	Commercial			Commercial real estate: other construction & land development			Commercial real estate: farmland & commercial		Commercial real estate: multifamily		Residential: first lien			Residential: junior lien			Consumer			Foreign			Total
	(Dollars in Thousands)
Balance at December 31,	$	22,046		$	26,695		$	16,340	$	53	$	10,059		$	2,611		$	6,241		$	437		$	84,482
Losses charge to allowance	(327		)	(941		)	—		—		(21		)	(235		)	(2,936		)	(9		)	(4,469		)
Recoveries credited to allowance	121			3			134		—		2			197			847			—			1,304
Net losses charged to allowance	(206		)	(938		)	134		—		(19		)	(38		)	(2,089		)	(9		)	(3,165		)
Provision charged to operations	1,801			5,714			2,088		178		(5,599		)	1,700			(1,942		)	140			4,080
Balance at March 31,	$	23,641		$	31,471		$	18,562	$	231	$	4,441		$	4,273		$	2,210		$	568		$	85,397

The allowance for probable loan losses is a reserve established through a provision for probable loan losses charged to expense, which represents management’s best estimate of probable loan losses when evaluating loans (i) individually or (ii) collectively.

15

The table below provides additional information on the balance of loans individually or collectively evaluated for impairment and their related allowance, by loan class as of March 31, 2012 and December 31, 2011:

	March 31, 2012
	Loans individually evaluated for impairment				Loans collectively evaluated for impairment
	(Dollars in Thousands)
	Recorded Investment		Allowance		Recorded Investment		Allowance
Domestic
Commercial	$	26,809	$	14,372	$	772,826	$	10,205
Commercial real estate: other construction & land development	70,500		7,641		1,198,646		12,125
Commercial real estate: farmland & commercial	26,564		5,902		1,569,157		15,908
Commercial real estate: multifamily	397		—		100,848		849
Residential: first lien	2,230		23		474,469		4,356
Residential: junior lien	2,003		—		385,485		4,505
Consumer	1,127		—		86,533		1,602
Foreign	46		—		217,842		1,293
Total	$	129,676	$	27,938	$	4,805,806	$	50,843

	December 31, 2011
	Loans individually evaluated for impairment				Loans collectively evaluated for impairment
	(Dollars in Thousands)
	Recorded Investment		Allowance		Recorded Investment		Allowance
Domestic
Commercial	$	27,603	$	14,402	$	746,213	$	12,215
Commercial real estate: other construction & land development	60,428		3,073		1,212,961		16,867
Commercial real estate: farmland & commercial	42,231		9,754		1,622,456		14,473
Commercial real estate: multifamily	411		—		121,188		1,003
Residential: first lien	2,290		23		493,432		4,539
Residential: junior lien	1,962		—		398,186		4,760
Consumer	1,334		—		92,775		1,724
Foreign	46		—		229,959		1,359
Total	$	136,305	$	27,252	$	4,917,170	$	56,940

16

The table below provides additional information on loans accounted for on a non-accrual basis by loan class at March 31, 2012 and December 31, 2011:

	March 31, 2012		December 31, 2011
	(Dollars in Thousands)
Domestic
Commercial	$	25,931	$	26,819
Commercial real estate: other construction & land development	64,408		54,336
Commercial real estate: farmland & commercial	24,301		34,910
Commercial real estate: multifamily	397		411
Residential: first lien	1,722		1,848
Residential: junior lien	155		135
Consumer	42		46
Foreign	—		—
Total non-accrual loans	$	116,956	$	118,505

Impaired loans are those loans where it is probable that all amounts due according to contractual terms of the loan agreement will not be collected.  The Company has identified these loans through its normal loan review procedures.    Impaired loans are measured based on (1) the present value of expected future cash flows discounted at the loan’s effective interest rate; (2) the loan’s observable market price; or (3) the fair value of the collateral if the loan is collateral dependent.  Substantially all of the Company’s impaired loans are measured at the fair value of the collateral. In limited cases the Company may use other methods to determine the level of impairment of a loan if such loan is not collateral dependent.

The following tables detail key information regarding the Company’s impaired loans by loan class at March 31, 2012 and December 31, 2011:

	March 31, 2012
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Recognized
	(Dollars in Thousands)
Loans with Related Allowance
Domestic
Commercial	$	23,373	$	23,373	$	14,372	$	23,688	$	10
Commercial real estate: other construction & land development	34,488		34,505		7,641		34,694		—
Commercial real estate: farmland & commercial	13,467		13,526		5,902		13,516		—
Residential: first lien	204		204		23		205		—
Total impaired loans with related allowance	$	71,532	$	71,608	$	27,938	$	72,103	$	10

17

	March 31, 2012
	Recorded Investment		Unpaid Principal Balance		Average Recorded Investment		Interest Recognized
	(Dollars in Thousands)
Loans with No Related Allowance
Domestic
Commercial	$	3,436	$	3,605	$	3,453	$	—
Commercial real estate: other construction & land development	36,012		36,084		35,760		58
Commercial real estate: farmland & commercial	13,097		13,690		13,137		31
Commercial real estate: multifamily	397		397		402		—
Residential: first lien	2,026		2,062		1,886		5
Residential: junior lien	2,003		2,013		1,997		27
Consumer	1,127		1,129		1,334		—
Foreign	46		46		46		—
Total impaired loans with no related allowance	$	58,144	$	59,026	$	58,015	$	121

	December 31, 2011
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Recognized
	(Dollars in Thousands)
Loans with Related Allowance
Domestic
Commercial	$	24,108	$	24,108	$	14,402	$	24,145	$	41
Commercial real estate: other construction & land development	34,417		34,432		3,073		34,709		—
Commercial real estate: farmland & commercial	28,636		28,671		9,754		28,883		817
Residential: first lien	208		208		23		214		—
Total impaired loans with related allowance	$	87,369	$	87,419	$	27,252	$	87,951	$	858

18

	December 31, 2011
	Recorded Investment		Unpaid Principal Balance		Average Recorded Investment		Interest Recognized
	(Dollars in Thousands)
Loans with No Related Allowance
Domestic
Commercial	$	3,495	$	3,932	$	3,942	$	20
Commercial real estate: other construction & land development	26,011		26,112		27,722		128
Commercial real estate: farmland & commercial	13,595		15,394		16,271		102
Commercial real estate: multifamily	411		411		439		—
Residential: first lien	2,082		2,220		2,230		27
Residential: junior lien	1,962		1,970		1,980		118
Consumer	1,334		1,338		1,729		—
Foreign	46		46		46		4
Total impaired loans with no related allowance	$	48,936	$	51,423	$	54,359	$	399

A portion of the impaired loans have adequate collateral and credit enhancements not requiring a related allowance for loan loss.  The level of impaired loans is reflective of the economic weakness that has been created by the financial crisis and the subsequent economic downturn.  Management is confident the Company’s loss exposure regarding these credits will be significantly reduced due to the Company’s long-standing practices that emphasize secured lending with strong collateral positions and guarantor support.  Management is likewise confident the reserve for probable loan losses is adequate.  The Company has no direct exposure to sub-prime loans in its loan portfolio, but the sub-prime crisis has affected the credit markets on a national level, and as a result, the Company has experienced an increasing amount of impaired loans; however, management’s decision to place loans in this category does not necessarily mean that the Company will experience significant losses from these loans or significant increases in impaired loans from these levels.

Management of the Company recognizes the risks associated with these impaired loans.  However, management’s decision to place loans in this category does not necessarily mean that losses will occur. In the current environment, troubled loan management can be protracted because of the legal and process problems that delay the collection of an otherwise collectable loan.  Additionally, management believes that the collateral related to these impaired loans and/or the secondary support from guarantors mitigates the potential for losses from impaired loans.    It is also important to note that even though the economic conditions in Texas and Oklahoma are weakened, we believe these markets are improving and better positioned to recover than many other areas of the country.  Loans accounted for as “troubled debt restructuring”, which are included in impaired loans, were not significant.

The bank subsidiaries charge off that portion of any loan which management considers to represent a loss as well as that portion of any other loan which is classified as a “loss” by bank examiners.  Commercial and industrial or real estate loans are generally considered by management to represent a loss, in whole or part, when an exposure beyond any collateral coverage is apparent and when no further collection of the loss portion is anticipated based on the borrower’s financial condition and general economic conditions in the borrower’s industry. Generally, unsecured consumer loans are charged-off when 90 days past due.

While management of the Company considers that it is generally able to identify borrowers with financial problems reasonably early and to monitor credit extended to such borrowers carefully, there is no precise method of predicting loan losses.  The determination that a loan is likely to be uncollectible and that it should be wholly or partially charged-off as a loss is an exercise of judgment.  Similarly, the determination of the adequacy of the allowance for probable loan losses can be made only on a subjective basis.  It is the judgment of the Company’s management that the allowance for probable loan losses at March 31, 2012 was adequate to absorb probable losses from loans in the portfolio at that date.

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The following table presents information regarding the aging of past due loans by loan class at March 31, 2012 and December 31, 2011:

	March 31, 2012
	30 – 59 Days		60 – 89 Days		90 Days or Greater		90 Days or greater & still accruing		Total Past due		Current		Total Portfolio
	(Dollars in Thousands)
Domestic
Commercial	$	4,715	$	2,737	$	1,478	$	1,383	$	8,930	$	790,705	$	799,635
Commercial real estate: other construction & land development	4,215		19,397		62,279		391		85,891		1,183,255		1,269,146
Commercial real estate: farmland & commercial	8,613		8,416		15,537		3,698		32,566		1,563,155		1,595,721
Commercial real estate: multifamily	370		—		397		—		767		100,478		101,245
Residential: first lien	5,319		3,662		10,367		9,256		19,348		457,351		476,699
Residential: junior lien	865		104		421		332		1,390		386,098		387,488
Consumer	1,339		526		762		719		2,627		85,033		87,660
Foreign	1,896		93		2		2		1,991		215,897		217,888
Total past due loans	$	27,332	$	34,935	$	91,243	$	15,781	$	153,510	$	4,781,972	$	4,935,482

	December 31, 2011
	30 – 59 Days		60 – 89 Days		90 Days or Greater		90 Days or greater & still accruing		Total Past due		Current		Total Portfolio
	(Dollars in Thousands)
Domestic
Commercial	$	5,180	$	1,369	$	1,842	$	1,490	$	8,391	$	765,425	$	773,816
Commercial real estate: other construction & land development	23,426		4,360		49,887		979		77,673		1,195,716		1,273,389
Commercial real estate: farmland & commercial	9,467		10,269		7,879		1,231		27,615		1,637,072		1,664,687
Commercial real estate: multifamily	450		—		411		—		861		120,738		121,599
Residential: first lien	6,207		2,757		10,295		9,382		19,259		476,463		495,722
Residential: junior lien	1,433		378		368		320		2,179		397,969		400,148
Consumer	1,643		408		912		866		2,963		91,146		94,109
Foreign	666		53		20		20		739		229,266		230,005
Total past due loans	$	48,472	$	19,594	$	71,614	$	14,288	$	139,680	$	4,913,795	$	5,053,475

20

The Company’s internal classified report is segregated into the following categories:  (i) “Special Review Credits,” (ii) “Watch List - Pass Credits,” or (iii) “Watch List - Substandard Credits.”  The loans placed in the “Special Review Credits” category reflect the Company’s opinion that the loans reflect potential weakness which require monitoring on a more frequent basis.  The “Special Review Credits” are reviewed and discussed on a regular basis with the credit department and the lending staff to determine if a change in category is warranted.  The loans placed in the “Watch List - Pass Credits” category reflect the Company’s opinion that the credit contains weaknesses which represent a greater degree of risk, which warrant “extra attention.”  The “Watch List — Pass Credits” are reviewed and discussed on a regular basis with the credit department and the lending staff to determine if a change in category is warranted.  The loans placed in the “Watch List — Substandard Credits” classification are considered to be potentially inadequately protected by the current sound worth and debt service capacity of the borrower or of any pledged collateral.  These credit obligations, even if apparently protected by collateral value, have shown defined weaknesses related to adverse financial, managerial, economic, market or political conditions which may jeopardize repayment of principal and interest.  Furthermore, there is the possibility that some future loss could be sustained by the Company if such weaknesses are not corrected.  For loans that are classified as impaired, management evaluates these credits under Statement of Financial Accounting Standards No. 114, “Accounting by Creditors for Impairment of a Loan,” now included as part of ASC 310-10, “Receivables,” criteria and, if deemed necessary, a specific reserve is allocated to the credit.  The specific reserve allocated under ASC 310-10, is based on (i) the present value of expected future cash flows discounted at the loan’s effective interest rate; (ii) the loan’s observable market price; or (iii) the fair value of the collateral if the loan is collateral dependent.  Substantially all of the Company’s loans evaluated as impaired under ASC 310-10 are measured using the fair value of collateral method.  In limited cases, the Company may use other methods to determine the specific reserve of a loan under ASC 310-10 if such loan is not collateral dependent.

The allowance based on historical loss experience on the Company’s remaining loan portfolio, which includes the “Special Review Credits,” “Watch List - Pass Credits,” and “Watch List - Substandard Credits” is determined by segregating the remaining loan portfolio into certain categories such as commercial loans, installment loans, international loans, loan concentrations and overdrafts.  Installment loans are then further segregated by number of days past due.  A historical loss percentage, adjusted for (i) management’s evaluation of changes in lending policies and procedures, (ii) current economic conditions in the market area served by the Company, (iii) other risk factors, (iv) the effectiveness of the internal loan review function, (v) changes in loan portfolios, and (vi) the composition and concentration of credit volume is applied to each category.  Each category is then added together to determine the allowance allocated under ASC 450-20.

A summary of the loan portfolio by credit quality indicator by loan class at March 31, 2012 and December 31, 2011 is as follows:

			March 31, 2012
	Pass		Special Review		Watch List - Pass		Watch List - Substandard		Watch List - Impaired
			(Dollars in Thousands)
Domestic
Commercial	$	686,900	$	5,488	$	6,140	$	74,298	$	26,809
Commercial real estate: other construction & land development	1,076,334		75,585		14,857		31,870		70,500
Commercial real estate: farmland & commercial	1,421,917		83,062		41,502		22,676		26,564
Commercial real estate: multifamily	100,791		—		—		57		397
Residential: first lien	467,469		130		309		6,561		2,230
Residential: junior lien	385,168		—		314		3		2,003
Consumer	86,494		—		39		—		1,127
Foreign	217,791		—		51		—		46
Total	$	4,442,864	$	164,265	$	63,212	$	135,465	$	129,676

21

			December 31, 2011
	Pass		Special Review		Watch List - Pass		Watch List - Substandard		Watch List - Impaired
			(Dollars in Thousands)
Domestic
Commercial	$	655,154	$	5,279	$	6,361	$	79,419	$	27,603
Commercial real estate: other construction & land development	1,058,843		76,722		11,083		66,313		60,428
Commercial real estate: farmland & commercial	1,449,822		83,581		40,510		48,543		42,231
Commercial real estate: multifamily	121,188		—		—		—		411
Residential: first lien	490,924		132		974		1,402		2,290
Residential: junior lien	397,861		—		319		6		1,962
Consumer	92,714		—		41		20		1,334
Foreign	229,898		—		61		—		46
Total	$	4,496,404	$	165,714	$	59,349	$	195,703	$	136,305

Note 5 — Stock Options

On April 1, 2005, the Board of Directors adopted the 2005 International Bancshares Corporation Stock Option Plan (the “2005 Plan”).  Effective May 19, 2008, the 2005 Plan was amended to increase the number of shares available for stock option grants under the 2005 Plan by 300,000 shares.  The 2005 Plan replaced the 1996 International Bancshares Corporation Key Contributor Stock Option Plan (the “1996 Plan”).  Under the 2005 Plan, both qualified incentive stock options (“ISOs”) and non-qualified stock options (“NQSOs”) may be granted.  Options granted may be exercisable for a period of up to 10 years from the date of grant, excluding ISOs granted to 10% shareholders, which may be exercisable for a period of up to only five years.  As of March 31, 2012, 35,886 shares were available for future grants under the 2005 Plan.

A summary of option activity under the stock option plans for the three months ended March 31, 2012 is as follows:

	Number of options	Weighted average exercise price		Weighted average remaining contractual term (years)	Aggregate intrinsic value ($)
					(Dollars in Thousands)
Options outstanding at December 31, 2011	844,721	$	19.08
Plus: Options granted	—	—
Less:
Options exercised	935	10.40
Options expired	—	—
Options forfeited	26,021	22.07
Options outstanding at March 31, 2012	817,765	$	19.00	4.32	$	3,149
Options fully vested and exercisable at March 31, 2012	365,578	24.83		2.13	291

Stock-based compensation expense included in the consolidated statements of income for the three months ended March 31, 2012 and March 31, 2011 was approximately $131,000 and $102,000, respectively.  As of March 31, 2012, there was approximately $1,183,000 of total unrecognized stock-based compensation cost related to non-vested options granted under the Company plans that will be recognized over a weighted average period of 1.9 years.

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Note 6 - Investment Securities

The Company classifies debt and equity securities into one of three categories:  held-to maturity, available-for-sale, or trading.  Such securities are reassessed for appropriate classification at each reporting date.  Securities classified as “held-to-maturity” are carried at amortized cost for financial statement reporting, while securities classified as “available-for-sale” and “trading” are carried at their fair value.  Unrealized holding gains and losses are included in net income for those securities classified as “trading”, while unrealized holding gains and losses related to those securities classified as “available-for-sale” are excluded from net income and reported net of tax as other comprehensive income (loss) and accumulated other comprehensive income (loss) until realized, or in the case of losses, when deemed other than temporary.

The amortized cost and estimated fair value by type of investment security at March 31, 2012 are as follows:

	Held to Maturity
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Carrying Value
	(Dollars in Thousands)
Other securities	$	3,325	$	—	$	—	$	3,325	$	3,325
Total investment securities	$	3,325	$	—	$	—	$	3,325	$	3,325

	Available for Sale
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Carrying Value (1)
	(Dollars in Thousands)
U.S. government agency obligations	$	23,987	$	43	$	—		$	24,030	$	24,030
Residential mortgage-backed securities	4,736,322		124,913		(23,227		)	4,838,008		4,838,008
Obligations of states and political subdivisions	198,957		17,534		(1,119		)	215,372		215,372
Equity securities	18,825		1,292		(43		)	20,074		20,074
Total investment securities	$	4,978,091	$	143,782	$	(24,389	)	$	5,097,484	$	5,097,484

(1)Included in the carrying value of residential mortgage-backed securities are $2,810,151 of mortgage-backed securities issued by Ginnie Mae, $1,990,836,of mortgage-backed securities issued by Fannie Mae and Freddie Mac and $37,021 issued by non-government entities

The amortized cost and estimated fair value by type of investment security at December 31, 2011 are as follows:

	Held to Maturity
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Carrying Value
	(Dollars in Thousands)
Other securities	$	2,450	$	—	$	—	$	2,450	$	2,450
Total investment securities	$	2,450	$	—	$	—	$	2,450	$	2,450

	Available for Sale
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Carrying Value (1)
	(Dollars in Thousands)
Residential mortgage-backed securities	$	4,851,747	$	128,196	$	(10,680	)	$	4,969,263	$	4,969,263
Obligations of states and political subdivisions	211,523		14,449		(1,211		)	224,761		224,761
Equity securities	18,825		1,115		(49		)	19,891		19,891
Total investment securities	$	5,082,095	$	143,760	$	(11,940	)	$	5,213,915	$	5,213,915

(1)Included in the carrying value of residential mortgage-backed securities are $3,008,935 of mortgage-backed securities issued by Ginnie Mae, $1,920,723 of mortgage-backed securities issued by Fannie Mae and Freddie Mac and $39,605 issued by non-government entities

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The amortized cost and estimated fair value of investment securities at March 31, 2012, by contractual maturity, are shown below.  Expected maturities will differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties.

	Held to Maturity				Available for Sale
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(Dollars in Thousands)
Due in one year or less	$	925	$	925	$	—	$	—
Due after one year through five years	2,400		2,400		—		—
Due after five years through ten years	—		—		25,560		25,706
Due after ten years	—		—		197,384		213,696
Residential mortgage-backed securities	—		—		4,736,322		4,838,008
Equity securities	—		—		18,825		20,074
Total investment securities	$	3,325	$	3,325	$	4,978,091	$	5,097,484

Residential mortgage-backed securities are securities issued by Freddie Mac, Fannie Mae, Ginnie Mae or non-government entities.  Investments in residential mortgage-backed securities issued by Ginnie Mae are fully guaranteed by the U.S. Government.  Investments in mortgage-backed securities issued by Freddie Mac and Fannie Mae are not fully guaranteed by the U.S. Government, however, the Company believes that the quality of the bonds is similar to other AAA rated bonds with limited credit risk, particularly given the placement of Fannie Mae and Freddie Mac into conservatorship by the federal government in early September 2008.

The amortized cost and fair value of available for sale investment securities pledged to qualify for fiduciary powers, to secure public monies as required by law, repurchase agreements and short-term fixed borrowings was $2,711,642,000 and $2,802,863,000, respectively, at March 31, 2012.

Proceeds from the sale of securities available-for-sale were $17,331,000 for the three months ended March 31, 2012, which included $0 of mortgage-backed securities. Gross gains of $1,173,000 and gross losses of $(1,000) were realized on the sales for the three months ended March 31, 2012.  Proceeds from the sale of securities available-for-sale were $352,679,000 for the three months ended March 31, 2011, which included $350,095,000 of mortgage-backed securities. Gross gains of $1,435,000 and gross losses of $(19,000) were realized on the sales for the three months ended March 31, 2011.

Gross unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2012, were as follows:

	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(Dollars in Thousands)
Available for sale:
Residential mortgage-backed securities	$	857,033	$	(11,083	)	$	37,021	$	(12,144	)	$	894,054	$	(23,227	)
Obligations of states and political subdivisions	8,550		(210		)	3,607		(909		)	12,157		(1,119		)
Other equity securities	4,976		(24		)	56		(19		)	5,032		(43		)
	$	870,559	$	(11,317	)	$	40,684	$	(13,072	)	$	911,243	$	(24,389	)

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Gross unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2011 were as follows:

	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(Dollars in Thousands)
Available for sale:
Residential mortgage-backed securities	$	—	$	—		$	39,605	$	(10,680	)	$	39,605	$	(10,680	)
Obligations of states and political subdivisions	9,531		(315		)	3,398		(896		)	12,929		(1,211		)
Equity securities	3,485		(16		)	42		(33		)	3,527		(49		)
	$	13,016	$	(331	)	$	43,045	$	(11,609	)	$	56,061	$	(11,940	)

The unrealized losses on investments in residential mortgage-backed securities are primarily caused by changes in market interest rates.  Residential mortgage-backed securities are primarily securities issued by Freddie Mac, Fannie Mae and Ginnie Mae.  Investments in mortgage-backed securities issued by Ginnie Mae are fully guaranteed by the U.S. Government.  Investments in mortgage-backed securities issued by Freddie Mac and Fannie Mae are not fully guaranteed by the U.S. Government, however, the Company believes that the quality of the bonds is similar to other AAA rated bonds with limited credit risk, particularly given the placement of Fannie Mae and Freddie Mac into conservatorship by the federal government in early September 2008.  The decrease in fair value on residential mortgage-backed securities issued by Freddie Mac, Fannie Mae and Ginnie Mae is due to market interest rates.  The Company has no intent to sell such mortgage-backed securities, and will more than likely not be required to sell such securities before a market price recovery or maturity of the securities; therefore, it is the conclusion of the Company that the investments in residential mortgage-backed securities issued by Freddie Mac, Fannie Mae and Ginnie Mae are not considered other-than-temporarily impaired.  In addition, the Company has a small investment in non-agency residential mortgage-backed securities that have strong credit backgrounds and include additional credit enhancements to protect the Company from losses arising from high foreclosure rates.  These securities have additional market volatility beyond economically induced interest rate events.  It is the conclusion of the Company that the investments in non-agency residential mortgage-backed securities are other-than-temporarily impaired due to both credit and other than credit issues.  Impairment charges of $186,000 ($121,000, after tax) and $249,000 ($162,000, after tax) were recorded for the quarters ended March 31, 2012 and 2011, respectively.  The impairment charge represents the credit related impairment on the securities.

The unrealized losses on investments in other securities are caused by fluctuations in market interest rates.  The underlying cash obligations of the securities are guaranteed by the entity underwriting the debt instrument.  It is the belief of the Company that the entity issuing the debt will honor its interest payment schedule, as well as the full debt at maturity.  The securities are purchased by the Company for their economic value.  The decrease in fair value is primarily due to market interest rates and not other factors, and because the Company has no intent to sell and will more than likely not be required to sell before a market price recovery or maturity of the securities, it is the conclusion of the Company that the investments are not considered other-than-temporarily impaired.

The following table presents a reconciliation of credit-related impairment charges on available-for-sale investments recognized in earnings for the three months ended March 31, 2012 and 2011, respectively (Dollars in Thousands):

Balance at December 31, 2011	$	9,393
Impairment charges recognized in earnings during period	186
Balance at March 31, 2012	$	9,579

Balance at December 31, 2010	$	8,416
Impairment charges recognized in earnings during period	249
Balance at March 31, 2011	$	8,665

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Note 7 — Other Borrowed Funds

Other borrowed funds include Federal Home Loan Bank borrowings, which are short-term and long-term borrowings issued by the FHLB of Dallas at the market price offered at the time of funding.  These borrowings are secured by residential mortgage-backed investment securities and a portion of the Company’s loan portfolio.  At March 31, 2012, other borrowed funds totaled $198,128,000, a decrease of 59.9% from $494,161,000 at December 31, 2011.  The decrease in other borrowed funds can be attributed to the use of funds generated from the sale of mortgage-backed securities to facilitate a re-positioning of the Company’s investment portfolio.

Note 8 — Junior Subordinated Interest Deferrable Debentures

The Company has formed eight statutory business trusts under the laws of the State of Delaware, for the purpose of issuing trust preferred securities.  The eight statutory business trusts formed by the Company (the “Trusts”) have each issued Capital and Common Securities and invested the proceeds thereof in an equivalent amount of junior subordinated debentures (the “Debentures”) issued by the Company.  As of March 31, 2012 and December 31, 2011, the principal amount of debentures outstanding totaled $190,726,000.  As a result of the participation in the TARP Capital Purchase Program, the Company was not permitted, without the consent of the Treasury Department, to redeem any of the Debentures.  This restriction ceased to exist on December 23, 2011.  One half of the Trust I securities were redeemed on June 8, 2011 and the remaining one half of the Trust I securities were redeemed on July 1, 2011 with the consent of the Treasury Department.

The Debentures are subordinated and junior in right of payment to all present and future senior indebtedness (as defined in the respective indentures) of the Company, and are pari passu with one another.  The interest rate payable on, and the payment terms of the Debentures are the same as the distribution rate and payment terms of the respective issues of Capital and Common Securities issued by the Trusts.  The Company has fully and unconditionally guaranteed the obligations of each of the Trusts with respect to the Capital and Common Securities.  The Company has the right, unless an Event of Default (as defined in the Indentures) has occurred and is continuing, to defer payment of interest on the Debentures for up to twenty consecutive quarterly periods on Trusts VI, VII, VIII, IX, X, XI and XII.  If interest payments on any of the Debentures are deferred, distributions on both the Capital and Common Securities related to that Debenture would also be deferred.  The redemption prior to maturity of any of the Debentures may require the prior approval of the Federal Reserve and/or other regulatory bodies.

For financial reporting purposes, the Trusts are treated as investments of the Company and not consolidated in the consolidated financial statements.  Although the Capital Securities issued by each of the Trusts are not included as a component of shareholders’ equity on the consolidated statement of condition, the Capital Securities are treated as capital for regulatory purposes.  Specifically, under applicable regulatory guidelines, the Capital Securities issued by the Trusts qualify as Tier 1 capital up to a maximum of 25% of Tier 1 capital on an aggregate basis.  Any amount that exceeds the 25% threshold would qualify as Tier 2 capital.  At March 31, 2012 and December 31, 2011, the total $190,726,000, of the Capital Securities outstanding qualified as Tier 1 capital.

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The following table illustrates key information about each of the Capital and Common Securities and their interest rate at March 31, 2012:

	Junior Subordinated Deferrable Interest Debentures		Repricing Frequency	Interest Rate		Interest Rate Index	Maturity Date	Optional Redemption Date
	(In Thousands)
Trust VI	$	25,774	Quarterly	3.95	%	LIBOR + 3.45	November 2032	August 2012
Trust VII	10,310		Quarterly	3.80	%	LIBOR + 3.25	April 2033	July 2012
Trust VIII	25,774		Quarterly	3.62	%	LIBOR + 3.05	October 2033	July 2012
Trust IX	41,238		Quarterly	2.20	%	LIBOR + 1.62	October 2036	July 2012
Trust X	34,021		Quarterly	2.20	%	LIBOR + 1.65	February 2037	August 2012
Trust XI	32,990		Fixed	6.82	%(1)	Fixed	July 2037	July 2012
Trust XII	20,619		Fixed	6.85	%(1)	Fixed	September 2037	September  2012
	$	190,726

(1) Trust XI and XII accrue interest at a fixed rate for the first five years, then floating at LIBOR + 1.62% and 1.45% thereafter, respectively.

Note 9 — Preferred Stock, Common Stock and Dividends

The Company has outstanding 216,000 shares of Series A cumulative perpetual preferred stock, issued to the US Treasury under the Company’s participation in the Troubled Asset Relief Program Capital Purchase Program (the “TARP Capital Purchase Program”).  The Series A shares have a par value of $.01 per share (the “Senior Preferred Stock”), and a liquidation preference of $1,000 per share, for a total price of $216,000,000.  The Senior Preferred Stock will pay dividends at a rate of 5% per year for the first five years and 9% per year thereafter.  The Senior Preferred Stock has no maturity date and ranks senior to the Company’s common stock with respect to the payment of dividends and distributions and amounts payable upon liquidation, dissolution and winding up of the Company.  In conjunction with the purchase of the Senior Preferred Stock, the US Treasury received a warrant (the “Warrant”) to purchase 1,326,238 shares of the Company’s common stock (the “Warrant Shares”) at $24.43 per share, which would represent an aggregate common stock investment in the Company on exercise of the warrant in full equal to 15% of the Senior Preferred Stock investment.  The term of the Warrant is ten years and was immediately exercisable.  Both the Senior Preferred Stock and Warrant are included as components of Tier 1 capital.  As of March 31, 2012, none of the Warrants had been exercised.  The Company paid dividends on the Senior Preferred Stock on February 16, 2012, in the amount of $2,700,000 and will pay a dividend on the Senior Preferred Stock on May 15, 2012, in the amount of $2,700,000.

Upon issuance, the fair value of the Series A shares and the associated warrants were computed as if the instruments were issued on a stand-alone basis.  The fair value of the Series A shares were estimated based on discounted cash flows, resulting in a stand-alone fair value of approximately $130.9 million.  The Company used the Black-Sholes-Merton option pricing model to estimate the fair value of the warrants, resulting in a stand-alone fair value of approximately $8.0 million.  The fair values of both were then used to record the Series A shares and Warrants on a relative fair value basis, with the warrants being recorded in Surplus as permanent equity and the Series A shares being recorded at a discount of approximately $12.4 million.  Accretion of the discount associated with the preferred stock is recognized as an increase to preferred stock dividends in determining net income available to common shareholders.  The discount is being amortized over a five year period from the respective issuance date using the effective-yield method and totaled $643,000 for the three months ended March 31, 2012 and $605,000 for the three months ended March 31, 2011.

The Company paid cash dividends to the common shareholders of $.20 per share on April 20, 2012 to all holders of record on April 2, 2012.  Cash dividends of $.19 per share were paid to common shareholders on April 18, and October 17, 2011 to all holders of record on March 28, 2011 and September 30, 2011, respectively.

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The Company terminated its stock repurchase program on December 19, 2008, in connection with participating in the TARP Capital Purchase Program, which program prohibited stock repurchases, except for repurchases made in connection with the administration of an employee benefit plan in the ordinary course of business and consistent with past practices or those consented to by the Treasury Department.  The stock repurchase restrictions of the TARP Capital Purchase Program ceased to exist on December 23, 2011.  In April 2009, the Board of Directors established a formal stock repurchase program that authorized the repurchase of up to $40 million of common stock within the following twelve months and on March 22, 2012, the Board of Directors extended the repurchase program and again authorized the repurchase of up to $40 million of common stock during the twelve month period expiring on April 10, 2013, which repurchase cap the Board is inclined to increase over time.  Stock repurchases may be made from time to time, on the open market or through private transactions.  Shares repurchased in this program will be held in treasury for reissue for various corporate purposes, including employee stock option plans.  As of May 2, 2012, a total of 7,777,293 shares had been repurchased under all programs at a cost of $236,378,000.

Note 10 - Commitments and Contingent Liabilities and Other Tax Matters

The Company is involved in various legal proceedings that are in various stages of litigation.  Some of these actions allege “lender liability” claims on a variety of theories and claim substantial actual and punitive damages.  The Company has determined, based on discussions with its counsel that any material loss in such actions, individually or in the aggregate, is remote or the damages sought, even if fully recovered, would not be considered material to the consolidated financial position or results of operations of the Company.  However, many of these matters are in various stages of proceedings and further developments could cause management to revise its assessment of these matters.

The Company was involved in a dispute related to certain tax matters that were inherited by the Company in its 2004 acquisition of LFIN.  The dispute involved claims by the former controlling shareholders of LFIN related to approximately $14 million of tax refunds received by the Company based on deductions taken in 2003 by LFIN in connection with losses on loans acquired from a failed thrift and a dispute LFIN had with the FDIC regarding the tax benefits related to the failed thrift acquisition which originated in 1988.  On March 5, 2010, judgment was entered on a jury verdict rendered against the Company in the U.S. District Court for the Western District of Oklahoma (the “Court”).  Other than the tax refunds that were in dispute, the Company does not have any other disputes regarding tax refunds received by the Company in connection with the LFIN acquisition.  An amended judgment was entered in the case on November 19, 2010, in the amount of approximately $24.25 million and it was final and appealable.  During December 2010, the Company deposited $24.4 million with the Court in lieu of a supersedeas bond and the Company commenced appealing the judgment.  On January 5, 2012, the United States Court of Appeals Tenth Circuit affirmed the amended judgment.  On February 28, 2012, the previously deposited $24.4 million was paid to the former controlling shareholders of LFIN and a Release and Satisfaction of Judgment was filed with the Court concluding the matter.

During the first quarter of 2012, the Texas State Comptroller refunded approximately $1.2 million in tax in connection with the Company’s 2011 consolidated Franchise Tax Return. The tax was included as a credit to provision for income tax expense on the consolidated statement of income. The recording of the tax refund resulted in a decrease in the Company’s effective tax rate to 29.4% for the three months ended March 31, 2012.

Note 11 — Capital Ratios

The Company had a Tier 1 capital to average total asset (leverage) ratio of 12.62% and 12.74%, risk-weighted Tier 1 capital ratio of 23.08% and 22.73% and risk-weighted total capital ratio of 24.33% and 23.99% at March 31, 2012 and December 31, 2011, respectively.  The identified intangibles and goodwill of $293,619,000 as of March 31, 2012, recorded in connection with the acquisitions made by the Company, are deducted from the sum of core capital elements when determining the capital ratios of the Company.  Under applicable regulatory guidelines, the Capital Securities issued by the Trusts qualify as Tier 1 capital up to a maximum of 25% of tier 1 capital on an aggregate basis.  Any amount that exceeds the 25% threshold qualifies as Tier 2 capital.  As of March 31, 2012, the total of $190,726,000 of the Capital Securities outstanding qualified as Tier 1 capital.  The Company actively monitors the regulatory capital ratios to ensure that the Company’s bank subsidiaries are well capitalized under the regulatory framework.

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Company’s consolidated financial statements, and notes thereto, for the year-ended December 31, 2011, included in the Company’s 2011 Form 10-K.  Operating results for the three months ended March 31, 2012 are not necessarily indicative of the results for the year ending December 31, 2012, or any future period.

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Special Cautionary Notice Regarding Forward Looking Information

Certain matters discussed in this report, excluding historical information, include forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created by these sections.  Although the Company believes such forward-looking statements are based on reasonable assumptions, no assurance can be given that every objective will be reached.  The words “estimate,” “expect,” “intend,” “believe” and “project,” as well as other words or expressions of a similar meaning are intended to identify forward-looking statements.  Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report.  Such statements are based on current expectations, are inherently uncertain, are subject to risks and should be viewed with caution.  Actual results and experience may differ materially from the forward-looking statements as a result of many factors.

Risk factors that could cause actual results to differ materially from any results that are projected, forecasted, estimated or budgeted by the Company in forward-looking statements include, among others, the following possibilities:

·Local, regional, national and international economic business conditions and the impact they may have on the Company, the Company’s customers, and such customers’ ability to transact profitable business with the Company, including the ability of its borrowers to repay their loans according to their terms or a change in the value of the related collateral.

·Volatility and disruption in national and international financial markets.

·Government intervention in the U.S. financial system.

·The Company relies, in part, on external financing to fund the Company’s operations and the unavailability of such funds in the future could adversely impact the Company’s growth strategy and prospects.

·Changes in consumer spending, borrowings and savings habits.

·Changes in interest rates and market prices, which could reduce the Company’s net interest margins, asset valuations and expense expectations, including, without limitation, the repeal of federal prohibitions on the payment of interest on demand deposits.

·Changes in the capital markets utilized by the Company and its subsidiaries, including changes in the interest rate environment that may reduce margins.

·Changes in state and/or federal laws and regulations to which the Company and its subsidiaries, as well as their customers, competitors and potential competitors, are subject, including, without limitation, the impact of the Consumer Financial Protection Bureau as a new regulator of financial institutions, changes in the accounting, tax and regulatory treatment of trust preferred securities, as well as changes in banking, tax, securities, insurance, employment, environmental and immigration laws and regulations and the risk of litigation that may follow.

·Changes in U.S. — Mexico trade, including, without limitation, reductions in border crossings and commerce resulting from the Homeland Security Programs called “US-VISIT,” which is derived from Section 110 of the Illegal Immigration Reform and Immigrant Responsibility Act of 1996.

·The loss of senior management or operating personnel.

·Increased competition from both within and outside the banking industry.

·The timing, impact and other uncertainties of the Company’s potential future acquisitions including the Company’s ability to identify suitable potential future acquisition candidates, the success or failure in the integration of their operations and the Company’s ability to maintain its current branch network and to enter new markets successfully and capitalize on growth opportunities.

·Changes in the Company’s ability to pay dividends on its Preferred Stock or Common Stock.

·Additions to the Company’s loan loss allowance as a result of changes in local, national or international conditions which adversely affect the Company’s customers, including, without limitation, lower real estate values or environmental liability risks associated with foreclosed properties.

·Greater than expected costs or difficulties related to the development and integration of new products and lines of business.

·Impairment of carrying value of goodwill could negatively impact our earnings and capital.

·Changes in the soundness of other financial institutions with which the Company interacts.

·Political instability in the United States or Mexico.

·Technological changes or system failure or breaches of our network security could subject us to increased operating costs as well as litigation and other liabilities.

·Acts of war or terrorism.

·Natural disasters.

·Reduced earnings resulting from the write down of the carrying value of securities held in our securities available-for-sale portfolio following a determination that the securities are other-than-temporarily impaired.

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·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 standards setters.

·The costs and effects of regulatory developments, including the resolution of regulatory or other governmental inquiries and the results of regulatory examinations or reviews.

·The effect of final rules amending Regulation E that prohibit financial institutions from charging consumer fees for paying overdrafts on ATM and one-time debit card transactions, unless the consumer consents or opts-in to the overdraft service for those types of transactions, as well as the effect of any other regulatory or legal developments that limit overdraft services.

·The reduction of income and possible increase in required capital levels related to the adoption of new legislation, including, without limitation, the Dodd-Frank Regulatory Reform Act and the implementing rules and regulations, including the Federal Reserve’s new interim final rule that establishes debit card interchange fee standards and prohibits network exclusivity arrangements and routing restrictions that is negatively affecting interchange revenue from debit card transactions as well as revenue from consumer services.

·The enhanced due diligence burden imposed on banks under the proposed rules of the banking agencies related to the banks’ inability to rely on credit ratings under Dodd-Frank which may result in a limitation on the types of securities certain banks will be able to purchase as a result of the due diligence burden.

·The Company may be adversely affected by its continued participation in the Capital Purchase Program (the “CPP”).

·The Company’s success at managing the risks involved in the foregoing items, or a failure or circumvention of the Company’s internal controls and risk management, policies and procedures.

Forward-looking statements speak only as of the date on which such statements are made.  It is not possible to foresee or identify all such factors.  The Company makes no commitment to update any forward-looking statement, or to disclose any facts, events or circumstances after the date hereof that may affect the accuracy of any forward-looking statement, unless required by law.

Overview

The Company, which is headquartered in Laredo, Texas, with 215 facilities and more than 378 ATMs, provides banking services for commercial, consumer and international customers of South, Central and Southeast Texas and the State of Oklahoma.  The Company is one of the largest independent commercial bank holding companies headquartered in Texas.  The Company, through its bank subsidiaries, is in the business of gathering funds from various sources and investing those funds in order to earn a return.  The Company either directly or through a bank subsidiary owns two insurance agencies, a liquidating subsidiary, a broker/dealer and a fifty percent interest in an investment banking unit that owns a broker/dealer.  The Company’s primary earnings come from the spread between the interest earned on interest-bearing assets and the interest paid on interest-bearing liabilities.  In addition, the Company generates income from fees on products offered to commercial, consumer and international customers.

The Company is very active in facilitating trade along the United States border with Mexico.  The Company does a large amount of business with customers domiciled in Mexico.  Deposits from persons and entities domiciled in Mexico comprise a large and stable portion of the deposit base of the Company’s bank subsidiaries.  The Company also serves the growing Hispanic population through the Company’s facilities located throughout South, Central and Southeast Texas and the State of Oklahoma.

Expense control is an essential element in the Company’s long-term profitability.  As a result, the Company monitors the efficiency ratio, which is a measure of non-interest expense to net interest income plus non-interest income closely.  As the Company adjusts to regulatory changes related to the adoption of the Dodd-Frank Regulatory Reform Act, the Company’s efficiency ratio may suffer because the additional regulatory compliance costs are expected to increase non-interest expense.  The Company monitors this ratio over time to assess the Company’s efficiency relative to its peers.  The Company uses this measure as one factor in determining if the Company is accomplishing its long-term goals of providing superior returns to the Company’s shareholders.  On September 22, 2011, the Company announced the approval of a restructuring plan that resulted in the closing of fifty-five (55) in store branches by December 31, 2011.  The branch closures are a result of reduced levels of revenue resulting from regulatory changes related to interchange fee income.  The branches were closed in order to align the Company’s expenses with reduced levels of revenue, protecting the Company’s financial strength while preserving IBC’s free products program.

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Results of Operations

Summary

Consolidated Statements of Condition Information

	March 31, 2012		December 31, 2011		Percent Increase (Decrease)
	(Dollars in Thousands)
Assets	$	11,811,661	$	11,739,649	.6	%
Net loans	4,856,701		4,969,283		(2.3	)
Deposits	8,317,815		7,946,092		4.7
Other borrowed funds	198,128		494,161		(59.9	)
Junior subordinated deferrable interest debentures	190,726		190,726		—
Shareholders’ equity	1,607,291		1,600,165		.4	%

Consolidated Statements of Income Information

	Quarter Ended March 31, 2012		Quarter Ended March 31, 2011		Percent Increase  (Decrease)
	(Dollars in Thousands)
Interest income	$	95,782	$	107,138	(10.6	)%
Interest expense	20,665		25,305		(18.3	)
Net interest income	75,117		81,833		(8.2	)
Provision for probable loan losses	5,285		4,080		29.5
Non-interest income	43,177		48,366		(10.7	)
Non-interest expense	68,143		75,465		(9.7	)
Net income available to common shareholders	28,344		30,216		(6.2	)
Per common share:
Basic	$	.42	$	.45	(6.7	)%
Diluted	$	.42	.45		(6.7	)

Net Income

Net income available to common shareholders for the first quarter of 2012 decreased by 6.2% as compared to the same period in 2011.  Net income during the first quarter of 2011 was positively affected by a lower provision for probable loan losses of approximately $4.1 million, $2.7 million after tax, compared to approximately $5.3 million, $3.4 million, after tax, in the first quarter of 2012. Net income during the first quarter of 2012 was negatively impacted by lower levels of non-interest income resulting primarily from regulatory changes related to interchange fee income and overdraft programs.

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Net Interest Income

	Quarter Ended March 31, 2012		Quarter Ended March 31, 2011		Percent Increase (Decrease)
	(in Thousands)
Interest income:
Loans, including fees	$	68,323	$	74,680	(8.5	)%
Investment securities:
Taxable	24,512		30,255		(19.0	)
Tax-exempt	2,861		2,128		34.4
Other interest income	86		75		14.7
Total interest income	95,782		107,138		(10.6	)
Interest expense:
Savings deposits	1,623		2,262		(28.2	)
Time deposits	6,485		8,770		(26.1	)
Securities sold under repurchase agreements	10,302		10,586		(2.7	)
Other borrowings	208		650		(68.0	)
Junior subordinated interest deferrable debentures	2,047		3,037		(32.6	)
Total interest expense	20,665		25,305		(18.3	)
Net interest income	$	75,117	$	81,833	(8.2	)%

Net interest income is the spread between income on interest earning assets, such as loans and securities, and the interest expense on liabilities used to fund those assets, such as deposits, repurchase agreements and funds borrowed.  As part of its strategy to manage interest rate risk, the Company strives to manage both assets and liabilities so that interest sensitivities match. One method of calculating interest rate sensitivity is through gap analysis.  A gap is the difference between the amount of interest rate sensitive assets and interest rate sensitive liabilities that re-price or mature in a given time period.  Positive gaps occur when interest rate sensitive assets exceed interest rate sensitive liabilities, and negative gaps occur when interest rate sensitive liabilities exceed interest rate sensitive assets.  A positive gap position in a period of rising interest rates should have a positive effect on net interest income as assets will re-price faster than liabilities.  Conversely, net interest income should contract somewhat in a period of falling interest rates.  Management can quickly change the Company’s interest rate position at any given point in time as market conditions dictate.  Additionally, interest rate changes do not affect all categories of assets and liabilities equally or at the same time.  Analytical techniques employed by the Company to supplement gap analysis include simulation analysis to quantify interest rate risk exposure.  The gap analysis prepared by management is reviewed by the Investment Committee of the Company twice a year (see table on page 36 for the March 31, 2012 gap analysis).  Management currently believes that the Company is properly positioned for interest rate changes; however if management determines at any time that the Company is not properly positioned, it will strive to adjust the interest rate sensitive assets and liabilities in order to manage the effect of interest rate changes.

Non-Interest Income

	Quarter Ended March 31, 2012		Quarter Ended March 31, 2011		Percent Increase (Decrease)
	(in Thousands)
Service charges on deposit accounts	$	22,753	$	24,782	(8.2	)%
Other service charges, commissions and fees
Banking	10,064		13,026		(22.7	)
Non-banking	1,251		1,492		(16.2	)
Investment securities transactions, net	1,172		1,416		(17.2	)
Other investments, net	5,134		5,356		(4.1	)
Other income	2,803		2,294		22.2
Total non-interest income	$	43,177	$	48,366	(10.7	)%

32

Total non-interest income decreased 10.7% for the quarter ended March 31, 2012 from the same quarter of 2011.  Banking service charges, commissions and fees decreased for the quarter ended March 31, 2012 from the same quarter of 2011 primarily due to the impact of regulatory changes related to interchange fee income and overdraft programs.

Non-Interest Expense

	Quarter Ended March 31, 2012		Quarter Ended March 31, 2011		Percent Increase (Decrease)
	(in Thousands)
Employee compensation and benefits	$	29,401	$	32,035	(8.2	)%
Occupancy	8,734		8,601		1.5
Depreciation of bank premises and equipment	6,927		8,327		(16.8	)
Professional fees	3,370		3,886		(13.3	)
Deposit insurance assessments	1,567		2,457		(36.2	)
Net expense, other real estate owned	1,181		1,114		6.0
Amortization of identified intangible assets	1,137		1,303		(12.7	)
Advertising	1,827		1,787		2.2
Impairment charges (Total other-than-temporary impairment charges, $1,649, net of $1,464 and $1,309, net of $1,060 included in other comprehensive income)	186		249		(25.3	)
Other	13,813		15,706		(12.1	)
Total non-interest expense	$	68,143	$	75,465	(9.7	)%

Non-interest expense decreased 9.7% for the quarter ended March 31, 2012 compared to the same period of 2011.  In December 2011, the Company closed fifty-five (55) in store branches, as a result of reduced levels of revenue arising from regulatory changes related to interchange fee income and overdraft programs.  The branches were closed in order to align the Company’s expenses with reduced levels of revenue, protecting the Company’s financial strength while preserving IBC’s free products.

Financial Condition

Allowance for Probable Loan Losses

The allowance for probable loan losses decreased 6.4% to $78,781,000 at March 31, 2012 from $84,192,000 at December 31, 2011 primarily due to a decrease in the Company’s charge-off experience and a decrease in the loan portfolio.  The provision for probable loan losses charged to expense increased 29.5% to $5,285,000 for the three months ended March 31, 2012 from $4,080,000 for the same period in 2011.  The allowance for probable loan losses was 1.6% and 1.7% of total loans at March 31, 2012 and December 31, 2011, respectively.

Investment Securities

Mortgage-backed securities are securities primarily issued by the Federal Home Loan Mortgage Corporation (“Freddie Mac”), Federal National Mortgage Association (“Fannie Mae”), and the Government National Mortgage Association (“Ginnie Mae”).  Investments in residential mortgage-backed securities issued by Ginnie Mae are fully guaranteed by the U.S. Government.  Investments in residential mortgage-backed securities issued by Freddie Mac and Fannie Mae are not fully guaranteed by the U.S. Government, however, the Company believes that the quality of the bonds is similar to other AAA rated bonds with limited credit risk, particularly given the placement of Fannie Mae and Freddie Mac into conservatorship by the federal government in early September 2008.

Loans

Net loans decreased 2.3% to $4,856,701,000 at March 31, 2012, from $4,969,283,000 at December 31, 2011.  The decrease in loans can be attributed to the lack of demand for loans that the Company is experiencing as the result of the negative economic conditions.

33

Deposits

Deposits increased by 4.7% to $8,317,815,000 at March 31, 2012, from $7,946,092,000 at December 31, 2011.  The increase in deposits is the result of the increased demand for deposits and the result of the increased availability of deposits in the banking market.  Even though the Company increased its deposits, the Company is still experiencing a substantial amount of competition for deposits at higher than market rates.  As a result, the Company has attempted to maintain certain deposit relationships but has allowed certain deposits to leave as the result of aggressive pricing.

Foreign Operations

On March 31, 2012, the Company had $11,811,661,000 of consolidated assets, of which approximately $217,888,000, or 1.8%, was related to loans outstanding to borrowers domiciled in foreign countries, compared to $230,005,000, or 2.0%, at December 31, 2011.  Of the $217,888,000, 88.0% is directly or indirectly secured by U.S. assets, certificates of deposits and real estate; 11.6% is secured by foreign real estate; and .4% is unsecured.

Critical Accounting Policies

The Company has established various accounting policies which govern the application of accounting principles in the preparation of the Company’s consolidated financial statements.  The significant accounting policies are described in the notes to the consolidated financial statements.  Certain accounting policies involve significant subjective judgments and assumptions by management which have a material impact on the carrying value of certain assets and liabilities; management considers such accounting policies to be critical accounting policies.

The Company considers its Allowance for Probable Loan Losses as a policy critical to the sound operations of the bank subsidiaries.  The allowance for probable loan losses consists of the aggregate loan loss allowances of the bank subsidiaries.  The allowances are established through charges to operations in the form of provisions for probable loan losses.  Loan losses or recoveries are charged or credited directly to the allowances.  The allowance for probable loan losses of each bank subsidiary is maintained at a level considered appropriate by management, based on estimated probable losses in the loan portfolio.  The allowance is derived from the following elements:  (i) allowances established on specific loans, which are based on a review of the individual characteristics of each loan, including the customer’s ability to repay the loan, the underlying collateral values, and the industry in which the customer operates (ii) allowances based on actual historical loss experience for similar types of loans in the Company’s loan portfolio and (iii) allowances based on general economic conditions, changes in the mix of loans, Company resources, border risk and credit quality indicators, among other things.  See also discussion regarding the allowance for probable loan losses and provision for probable loan losses included in the results of operations and “Provision and Allowance for Probable Loan Losses” included in Notes 1 and 4 of the notes to Consolidated Financial Statements in the Company’s latest Annual Report on Form 10-K for further information regarding the Company’s provision and allowance for probable loan losses policy.

Liquidity and Capital Resources

The maintenance of adequate liquidity provides the Company’s bank subsidiaries with the ability to meet potential depositor withdrawals, provide for customer credit needs, maintain adequate statutory reserve levels and take full advantage of high-yield investment opportunities as they arise.  Liquidity is afforded by access to financial markets and by holding appropriate amounts of liquid assets.  The Company’s bank subsidiaries derive their liquidity largely from deposits of individuals and business entities.  Deposits from persons and entities domiciled in Mexico comprise a stable portion of the deposit base of the Company’s bank subsidiaries. Other important funding sources for the Company’s bank subsidiaries during 2012 and 2011 were borrowings from FHLB, securities sold under repurchase agreements and large certificates of deposit, requiring management to closely monitor its asset/liability mix in terms of both rate sensitivity and maturity distribution.  Primary liquidity of the Company and its subsidiaries has been maintained by means of increased investment in shorter-term securities, certificates of deposit and repurchase agreements.  As in the past, the Company will continue to monitor the volatility and cost of funds in an attempt to match maturities of rate-sensitive assets and liabilities and respond accordingly to anticipated fluctuations in interest rates over reasonable periods of time.

The Company maintains an adequate level of capital as a margin of safety for its depositors and shareholders.  At March 31, 2012, shareholders’ equity was $1,607,291,000 compared to $1,600,165,000 at December 31, 2011, an increase of $7,126,000, or .4%.  The increase is primarily due to the retention of earnings, offset by dividends paid to the preferred and common shareholders.

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The Company had a leverage ratio of 12.62% and 12.74%, risk-weighted Tier 1 capital ratio of 23.08% and 22.73% and risk-weighted total capital ratio of 24.33% and 23.99% at March 31, 2012 and December 31, 2011, respectively.  The identified intangibles and goodwill of $293,619,000 as of March 31, 2012, recorded in connection with the Company’s acquisitions, are deducted from the sum of core capital elements when determining the capital ratios of the Company.

As in the past, the Company will continue to monitor the volatility and cost of funds in an attempt to match maturities of rate-sensitive assets and liabilities, and respond accordingly to anticipate fluctuations in interest rates by adjusting the balance between sources and uses of funds as deemed appropriate.  The net-interest rate sensitivity as of March 31, 2012 is illustrated in the following table entitled “Interest Rate Sensitivity.”  This information reflects the balances of assets and liabilities for which rates are subject to change.  A mix of assets and liabilities that are roughly equal in volume and re-pricing characteristics represents a matched interest rate sensitivity position.  Any excess of assets or liabilities results in an interest rate sensitivity gap.

The Company undertakes an interest rate sensitivity analysis to monitor the potential risk on future earnings resulting from the impact of possible future changes in interest rates on currently existing net asset or net liability positions.  However, this type of analysis is as of a point-in-time position, when in fact that position can quickly change as market conditions, customer needs, and management strategies change. Thus, interest rate changes do not affect all categories of asset and liabilities equally or at the same time.  As indicated in the table, the Company is liability sensitive during the early time periods and asset sensitive in the longer periods.  The Company’s Asset and Liability Committee semi-annually reviews the consolidated position along with simulation and duration models, and makes adjustments as needed to control the Company’s interest rate risk position.  The Company uses modeling of future events as a primary tool for monitoring interest rate risk.

35

Interest Rate Sensitivity

(Dollars in Thousands)

	Rate/Maturity
March 31, 2012	3 Months or Less			Over 3 Months to 1 Year			Over 1 Year to 5 Years		Over 5 Years		Total
Rate sensitive assets
Investment securities	$	455,412		$	1,339,997		$	3,090,028	$	215,372	$	5,100,809
Loans, net of non-accruals	3,685,737			200,467			261,461		670,861		4,818,526
Total earning assets	$	4,141,149		$	1,540,464		$	3,351,489	$	886,233	$	9,919,335
Cumulative earning assets	$	4,141,149		$	5,681,613		$	9,033,102	$	9,919,335
Rate sensitive liabilities
Time deposits	$	1,316,218		$	1,612,741		$	401,564	$	485	$	3,331,008
Other interest bearing deposits	2,923,207			—			—		—		2,923,207
Securities sold under repurchase agreements	328,256			30,763			303,415		700,000		1,362,434
Other borrowed funds	191,500			—			—		6,628		198,128
Junior subordinated deferrable interest debentures	137,117			53,609			—		—		190,726
Total interest bearing liabilities	$	4,896,298		$	1,697,113		$	704,979	$	707,113	$	8,005,503
Cumulative sensitive liabilities	$	4,896,298		$	6,593,411		$	7,298,390	$	8,005,503
Repricing gap	(755,149		)	$	(156,649	)	$	2,646,510	$	179,120	$	1,913,832
Cumulative repricing gap	(755,149		)	(911,798		)	1,734,712		1,913,832
Ratio of interest-sensitive assets to liabilities	.85			.91			4.75		1.25		1.24
Ratio of cumulative, interest- sensitive assets to liabilities	.85			.86			1.24		1.24

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

During the first three months of 2012, there were no material changes in market risk exposures that affected the quantitative and qualitative disclosures regarding market risk presented under the caption “Liquidity and Capital Resources” located on pages 21 through 26 of the Company’s 2011 Annual Report as filed as an exhibit to the Company’s Form 10-K for the year ended December 31, 2011.

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Item 4.  Controls and Procedures

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within specified time periods.  As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s principal executive officer and principal financial officer evaluated, with the participation of the Company’s management, the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act rules 13a-15(e) and 15d-15(e)).  Based on the evaluation, which disclosed no material weaknesses, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

The Company is involved in various legal proceedings that are in various stages of litigation.  Some of these actions allege “lender liability” claims on a variety of theories and claim substantial actual and punitive damages.  The Company has determined, based on discussions with its counsel that any material loss in such actions, individually or in the aggregate, is remote or the damages sought, even if fully recovered, would not be considered material to the consolidated financial position or results of operations of the Company.  However, many of these matters are in various stages of proceedings and further developments could cause management to revise its assessment of these matters.

The Company was involved in a dispute related to certain tax matters that were inherited by the Company in its 2004 acquisition of LFIN.  The dispute involved claims by the former controlling shareholders of LFIN related to approximately $14 million of tax refunds received by the Company based on deductions taken in 2003 by LFIN in connection with losses on loans acquired from a failed thrift and a dispute LFIN had with the FDIC regarding the tax benefits related to the failed thrift acquisition which originated in 1988.  On March 5, 2010, judgment was entered on a jury verdict rendered against the Company in the U.S. District Court for the Western District of Oklahoma (the “Court”).  Other than the tax refunds that were in dispute, the Company does not have any other disputes regarding tax refunds received by the Company in connection with the LFIN acquisition.  An amended judgment was entered in the case on November 19, 2010, in the amount of approximately $24.25 million and it was final and appealable.  During December 2010, the Company deposited $24.4 million with the Court in lieu of a supersedeas bond and the Company commenced appealing the judgment.  On January 5, 2012, the United States Court of Appeals Tenth Circuit affirmed the amended judgment.  On February 28, 2012, the previously deposited $24.4 million was paid to the former controlling shareholders of LFIN and a Release and Satisfaction of Judgment was filed with the Court concluding the matter.

1A. Risk Factors

There were no material changes in the risk factors as previously disclosed in Item 1A to Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

37

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

From time to time, the Company’s Board of Directors has authorized stock repurchase plans.  The Company terminated its stock repurchase program on December 19, 2008, in connection with participating in the TARP Capital Purchase Program, which program prohibited stock repurchases, except for repurchases made in connection with the administration of an employee benefit plan in the ordinary course of business and consistent with past practices or those consented to by the Treasury Department, which restrictions ceased to exist on December 31, 2011.  In April 2009, the Board of Directors established a formal stock repurchase program that authorized the repurchase of up to $40 million of common stock within the following twelve months and on March 22, 2012, the Board of Directors extended the repurchase program and again authorized the repurchase of up to $40 million of common stock during the twelve month period expiring on April 9, 2013, which repurchase cap the Board is inclined to increase over time.  Stock repurchases may be made from time to time, on the open market or through private transactions.  During the first quarter, the Company’s Board of Directors adopted a Rule 10b5-1 plan and intends to adopt additional Rule 10b5-1 trading plans that will allow the Company to purchase its shares of common stock during certain trading blackout periods when the Company ordinarily would not be in the market due to trading restrictions in its internal trading policy.  Shares repurchased in this program will be held in treasury for reissue for various corporate purposes, including employee stock option plans.  As of May 2, 2012, a total of 7,777,293 shares had been repurchased under all programs at a cost of $236,378,000.  The Company is not obligated to repurchase shares under its stock purchase program or to enter into additional Rule 10b5-1 plans.  The timing, actual number and value of shares purchased will depend on many factors, including the Company’s cash flow and the liquidity and price performance of its shares of common stock.

Except for repurchases in connection with the administration of an employee benefit plan in the ordinary course of business and consistent with past practices, common stock repurchases are only conducted under publicly announced repurchase programs approved by the Board of Directors.  The following table includes information about common stock share repurchases for the quarter ended March 31, 2012.

	Total Number of Shares Purchased	Average Price Paid Per Share	Shares Purchased as Part of a Publicly- Announced Program	Approximate Dollar Value of Shares Available for  Repurchase (1)
January 1 — January 31, 2012	—	—	—	$	33,565,000
February 1 — February 29, 2012	—	—	—	33,565,000
March 1 — March 31, 2012	29,466	18.96	29,466	33,006,000
	29,466	18.96	29,466

(1) The repurchase program was extended on March 22, 2012 and allows for the repurchase of up to an additional $40,000,000 of treasury stock through April 9, 2013.

38

Item 6.  Exhibits

The following exhibits are filed as a part of this Report:

31(a) —Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31(b) —Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32(a) —Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32(b) —Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101++ — Interactive Data File

++ Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language):  (i) the Condensed Consolidated Statement of Earnings for the three months ended March 31, 2012 and 2011, (ii) the Condensed Consolidated Balance Sheet as of March 31, 2012 and December 31, 2011, and (iii) the Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2012 and 2011.  Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

39

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 thereunto duly authorized.

		INTERNATIONAL BANCSHARES CORPORATION
Date:	May 7, 2012	/s/ Dennis E. Nixon
		Dennis E. Nixon
		President
Date:	May 7, 2012	/s/ Imelda Navarro
		Imelda Navarro
		Treasurer

40

EX-31.(A)

Exhibit 31(a)

Certification of Chief Executive Officer

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Dennis E. Nixon, certify that:

1.I have reviewed this report on form 10-Q of International Bancshares Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 7, 2012

/s/ Dennis E. Nixon

Dennis E. Nixon

President (Chief Executive Officer)

EX-31.(B)

Exhibit 31(b)

Certification of Chief Financial Officer

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Imelda Navarro, certify that:

1.I have reviewed this report on form 10-Q of International Bancshares Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 7, 2012

/s/ Imelda Navarro

Imelda Navarro

Treasurer (Chief Financial Officer)

EX-32.(A)

Exhibit 32(a)

CERTIFICATION PURSUANT TO

18 U.S.C. 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of International Bancshares Corporation (the “Company”) on Form 10-Q for the period ended March 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dennis E. Nixon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)), as applicable; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/  Dennis E. Nixon
	Dennis E. Nixon
	President
Date:	May 7, 2012

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. 1350, and not being filed for purposes of Section 18 of the Securities Exchange Act, as amended, and is not to be incorporated by reference into any filing of the Company, whether on, before or after the date hereof, regardless of any general incorporation language in such filing.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.(B)

Exhibit 32(b)

CERTIFICATION PURSUANT TO

18 U.S.C. 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of International Bancshares Corporation (the “Company”) on Form 10-Q for the period ended March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Imelda Navarro, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)), as applicable; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/Imelda Navarro
	Imelda Navarro
	Treasurer
Date:	May 7, 2012

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. 1350, and not being filed for purposes of Section 18 of the Securities Exchange Act, as amended, and is not to be incorporated by reference into any filing of the Company, whether on, before or after the date hereof, regardless of any general incorporation language in such filing.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Investment Securities (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Held-to-maturity securities
Amortized Cost	$ 3,325	$ 2,450
Estimated Fair Value	3,325	2,450
Carrying Value	3,325	2,450
Available-for-sale securities
Amortized Cost	4,978,091	5,082,095
Gross Unrealized Gains	143,782	143,760
Gross Unrealized Losses	(24,389)	(11,940)
Estimated Fair Value	5,097,484	5,213,915
Carrying Value	5,097,484	5,213,915
Other securities
Held-to-maturity securities
Amortized Cost	3,325	2,450
Estimated Fair Value	3,325	2,450
Carrying Value	3,325	2,450
U.S. Government agency obligations
Available-for-sale securities
Amortized Cost	23,987
Gross Unrealized Gains	43
Estimated Fair Value	24,030
Carrying Value	24,030
Residential mortgage-backed securities
Available-for-sale securities
Amortized Cost	4,736,322	4,851,747
Gross Unrealized Gains	124,913	128,196
Gross Unrealized Losses	(23,227)	(10,680)
Estimated Fair Value	4,838,008	4,969,263
Carrying Value	4,838,008	4,969,263
Mortgage-backed securities by Ginnie Mae
Available-for-sale securities
Carrying Value	2,810,151	3,008,935
Mortgage-backed securities by Fannie Mae and Freddie Mac
Available-for-sale securities
Carrying Value	1,990,836	1,920,723
Mortgage-backed securities by non-government entities
Available-for-sale securities
Carrying Value	37,021	39,605
Obligations of states and political subdivisions
Available-for-sale securities
Amortized Cost	198,957	211,523
Gross Unrealized Gains	17,534	14,449
Gross Unrealized Losses	(1,119)	(1,211)
Estimated Fair Value	215,372	224,761
Carrying Value	215,372	224,761
Equity Securities
Available-for-sale securities
Amortized Cost	18,825	18,825
Gross Unrealized Gains	1,292	1,115
Gross Unrealized Losses	(43)	(49)
Estimated Fair Value	20,074	19,891
Carrying Value	$ 20,074	$ 19,891

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Capital Ratios (Details) (USD $)	3 Months Ended
	Mar. 31, 2012	Dec. 31, 2011
Capital Ratios
Tier 1 Capital (to Average Assets), Actual Ratio (as a percent)	12.62%	12.74%
Tier 1 Capital (to Risk Weighted Assets), Actual Ratio (as a percent)	23.08%	22.73%
Total Capital (to Risk Weighted Assets), Actual Ratio (as a percent)	24.33%	23.99%
Identified intangibles and goodwill	$ 293,619,000
Percentage of capital securities issued by trust qualifying as Tier I capital, maximum	25.00%
Capital securities issued by the trust, qualifying as Tier I capital	$ 190,726,000	$ 190,726,000

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Preferred Stock, Common Stock and Dividends (Details) (USD $)	1 Months Ended					3 Months Ended
	Apr. 30, 2012	Oct. 31, 2011	Apr. 30, 2011	Feb. 28, 2011	Apr. 30, 2009	Mar. 31, 2012 Y	Mar. 31, 2011	Dec. 31, 2011	May 15, 2011	Mar. 10, 2011 month	Apr. 07, 2009 month	Dec. 23, 2008
Preferred Stock, Common Stock and Dividends
Series A cumulative perpetual preferred shares, issued						216,000		216,000
Series A Cumulative perpetual preferred shares, par value (in dollars per share)						$ 0.01		$ 0.01
Series A Cumulative perpetual preferred shares, per share liquidation value (in dollars per share)						$ 1,000		$ 1,000
Series A cumulative perpetual preferred shares, aggregate liquidation value						$ 216,000,000
Senior preferred stock, dividend rate for first five years (as a percent)						5.00%
Senior preferred stock, dividend rate thereafter (as a percent)						9.00%
Warrants to purchase entity's common stock (in shares)						1,326,238
Warrants, exercise price (in dollars per share)						$ 24.43
Percentage of aggregate common stock investment on exercise of warrant to Senior Preferred Stock investment						15.00%
Warrants, term (in years)						10
Senior preferred stock, dividend paid				2,700,000
Senior preferred stock, future payment									2,700,000
Series A cumulative perpetual preferred shares, fair value as if issued on a stand-alone basis						130,900,000
Warrants, fair value as if issued on a stand-alone basis						8,000,000
Series A Cumulative perpetual preferred shares, discount (in dollars)						4,809,000		5,452,000				12,400,000
Period of amortization of discount on preferred shares (in years)						5
Amortization of discount on series A cumulative perpetual preferred shares						643,000	605,000
Cash dividends paid to common shareholders (in dollars per share)	$ 0.20	$ 0.19	$ 0.19
Repurchase of common stock, authorized amount					40,000,000	40,000,000
Period of repurchase of common stock (in months)										12	12
Cumulative number of shares repurchased under all stock repurchase programs						7,777,293
Cumulative cost of shares repurchased under all stock repurchase programs						$ 236,378,000

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Allowance for Probable Loan Losses (Details 2) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Loan loss allowances, impaired financing receivable, evaluated individually or collectively
Loans individually evaluated for impairment, Recorded Investment	$ 129,676	$ 136,305
Loans individually evaluated for impairment, Allowance	27,938	27,252
Loans collectively evaluated for impairment, Recorded Investment	4,805,806	4,917,170
Loans collectively evaluated for impairment, Allowance	50,843	56,940
Commercial
Loan loss allowances, impaired financing receivable, evaluated individually or collectively
Loans individually evaluated for impairment, Recorded Investment	26,809	27,603
Loans individually evaluated for impairment, Allowance	14,372	14,402
Loans collectively evaluated for impairment, Recorded Investment	772,826	746,213
Loans collectively evaluated for impairment, Allowance	10,205	12,215
Commercial real estate: other construction and land development
Loan loss allowances, impaired financing receivable, evaluated individually or collectively
Loans individually evaluated for impairment, Recorded Investment	70,500	60,428
Loans individually evaluated for impairment, Allowance	7,641	3,073
Loans collectively evaluated for impairment, Recorded Investment	1,198,646	1,212,961
Loans collectively evaluated for impairment, Allowance	12,125	16,867
Commercial real estate: farmland and commercial
Loan loss allowances, impaired financing receivable, evaluated individually or collectively
Loans individually evaluated for impairment, Recorded Investment	26,564	42,231
Loans individually evaluated for impairment, Allowance	5,902	9,754
Loans collectively evaluated for impairment, Recorded Investment	1,569,157	1,622,456
Loans collectively evaluated for impairment, Allowance	15,908	14,473
Commercial real estate: multifamily
Loan loss allowances, impaired financing receivable, evaluated individually or collectively
Loans individually evaluated for impairment, Recorded Investment	397	411
Loans collectively evaluated for impairment, Recorded Investment	100,848	121,188
Loans collectively evaluated for impairment, Allowance	849	1,003
Residential: first lien
Loan loss allowances, impaired financing receivable, evaluated individually or collectively
Loans individually evaluated for impairment, Recorded Investment	2,230	2,290
Loans individually evaluated for impairment, Allowance	23	23
Loans collectively evaluated for impairment, Recorded Investment	474,469	493,432
Loans collectively evaluated for impairment, Allowance	4,356	4,539
Residential: junior lien
Loan loss allowances, impaired financing receivable, evaluated individually or collectively
Loans individually evaluated for impairment, Recorded Investment	2,003	1,962
Loans collectively evaluated for impairment, Recorded Investment	385,485	398,186
Loans collectively evaluated for impairment, Allowance	4,505	4,760
Consumer
Loan loss allowances, impaired financing receivable, evaluated individually or collectively
Loans individually evaluated for impairment, Recorded Investment	1,127	1,334
Loans collectively evaluated for impairment, Recorded Investment	86,533	92,775
Loans collectively evaluated for impairment, Allowance	1,602	1,724
Foreign
Loan loss allowances, impaired financing receivable, evaluated individually or collectively
Loans individually evaluated for impairment, Recorded Investment	46	46
Loans collectively evaluated for impairment, Recorded Investment	217,842	229,959
Loans collectively evaluated for impairment, Allowance	$ 1,293	$ 1,359

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Investment Securities (Tables)

3 Months Ended

Mar. 31, 2012

Investment Securities

Amortized cost and estimated fair value by type of investment security

	Held to Maturity
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Carrying Value
	(Dollars in Thousands)
Other securities	$	3,325	$	—	$	—	$	3,325	$	3,325
Total investment securities	$	3,325	$	—	$	—	$	3,325	$	3,325

	Available for Sale
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Carrying Value (1)
	(Dollars in Thousands)
U.S. government agency obligations	$	23,987	$	43	$	—		$	24,030	$	24,030
Residential mortgage-backed securities	4,736,322		124,913		(23,227		)	4,838,008		4,838,008
Obligations of states and political subdivisions	198,957		17,534		(1,119		)	215,372		215,372
Equity securities	18,825		1,292		(43		)	20,074		20,074
Total investment securities	$	4,978,091	$	143,782	$	(24,389	)	$	5,097,484	$	5,097,484

(1)Included in the carrying value of residential mortgage-backed securities are $2,810,151 of mortgage-backed securities issued by Ginnie Mae, $1,990,836,of mortgage-backed securities issued by Fannie Mae and Freddie Mac and $37,021 issued by non-government entities

The amortized cost and estimated fair value by type of investment security at December 31, 2011 are as follows:

	Held to Maturity
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Carrying Value
	(Dollars in Thousands)
Other securities	$	2,450	$	—	$	—	$	2,450	$	2,450
Total investment securities	$	2,450	$	—	$	—	$	2,450	$	2,450

	Available for Sale
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Carrying Value (1)
	(Dollars in Thousands)
Residential mortgage-backed securities	$	4,851,747	$	128,196	$	(10,680	)	$	4,969,263	$	4,969,263
Obligations of states and political subdivisions	211,523		14,449		(1,211		)	224,761		224,761
Equity securities	18,825		1,115		(49		)	19,891		19,891
Total investment securities	$	5,082,095	$	143,760	$	(11,940	)	$	5,213,915	$	5,213,915

(1)Included in the carrying value of residential mortgage-backed securities are $3,008,935 of mortgage-backed securities issued by Ginnie Mae, $1,920,723 of mortgage-backed securities issued by Fannie Mae and Freddie Mac and $39,605 issued by non-government entities

Amortized cost and fair value of investment securities, by contractual maturity

	Held to Maturity				Available for Sale
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(Dollars in Thousands)
Due in one year or less	$	925	$	925	$	—	$	—
Due after one year through five years	2,400		2,400		—		—
Due after five years through ten years	—		—		25,560		25,706
Due after ten years	—		—		197,384		213,696
Residential mortgage-backed securities	—		—		4,736,322		4,838,008
Equity securities	—		—		18,825		20,074
Total investment securities	$	3,325	$	3,325	$	4,978,091	$	5,097,484

Gross unrealized losses on investment securities and the related fair value

	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(Dollars in Thousands)
Available for sale:
Residential mortgage-backed securities	$	857,033	$	(11,083	)	$	37,021	$	(12,144	)	$	894,054	$	(23,227	)
Obligations of states and political subdivisions	8,550		(210		)	3,607		(909		)	12,157		(1,119		)
Other equity securities	4,976		(24		)	56		(19		)	5,032		(43		)
	$	870,559	$	(11,317	)	$	40,684	$	(13,072	)	$	911,243	$	(24,389	)

Gross unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2011 were as follows:

	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(Dollars in Thousands)
Available for sale:
Residential mortgage-backed securities	$	—	$	—		$	39,605	$	(10,680	)	$	39,605	$	(10,680	)
Obligations of states and political subdivisions	9,531		(315		)	3,398		(896		)	12,929		(1,211		)
Equity securities	3,485		(16		)	42		(33		)	3,527		(49		)
	$	13,016	$	(331	)	$	43,045	$	(11,609	)	$	56,061	$	(11,940	)

Reconciliation of credit-related impairment charges on available-for-sale investment

Balance at December 31, 2011	$	9,393
Impairment charges recognized in earnings during period	186
Balance at March 31, 2012	$	9,579

Balance at December 31, 2010	$	8,416
Impairment charges recognized in earnings during period	249
Balance at March 31, 2011	$	8,665

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Investment Securities (Details 4) (Available for sale investments, USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Available for sale investments
Reconciliation of credit-related impairment charges on investments recognized in earnings
Balance at the beginning	$ 9,393	$ 8,416
Impairment charges recognized in earnings during period	186	249
Balance at the end	$ 9,579	$ 8,665

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Allowance for Probable Loan Losses (Details 6) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Loan portfolio by credit quality indicator
Portfolio, total	$ 4,935,482	$ 5,053,475
Pass
Loan portfolio by credit quality indicator
Portfolio, total	4,442,864	4,496,404
Special Review
Loan portfolio by credit quality indicator
Portfolio, total	164,265	165,714
Watch List - Pass
Loan portfolio by credit quality indicator
Portfolio, total	63,212	59,349
Watch List - Substandard
Loan portfolio by credit quality indicator
Portfolio, total	135,465	195,703
Watch List - Impaired
Loan portfolio by credit quality indicator
Portfolio, total	129,676	136,305
Commercial
Loan portfolio by credit quality indicator
Portfolio, total	799,635	773,816
Commercial | Pass
Loan portfolio by credit quality indicator
Portfolio, total	686,900	655,154
Commercial | Special Review
Loan portfolio by credit quality indicator
Portfolio, total	5,488	5,279
Commercial | Watch List - Pass
Loan portfolio by credit quality indicator
Portfolio, total	6,140	6,361
Commercial | Watch List - Substandard
Loan portfolio by credit quality indicator
Portfolio, total	74,298	79,419
Commercial | Watch List - Impaired
Loan portfolio by credit quality indicator
Portfolio, total	26,809	27,603
Commercial real estate: other construction and land development
Loan portfolio by credit quality indicator
Portfolio, total	1,269,146	1,273,389
Commercial real estate: other construction and land development | Pass
Loan portfolio by credit quality indicator
Portfolio, total	1,076,334	1,058,843
Commercial real estate: other construction and land development | Special Review
Loan portfolio by credit quality indicator
Portfolio, total	75,585	76,722
Commercial real estate: other construction and land development | Watch List - Pass
Loan portfolio by credit quality indicator
Portfolio, total	14,857	11,083
Commercial real estate: other construction and land development | Watch List - Substandard
Loan portfolio by credit quality indicator
Portfolio, total	31,870	66,313
Commercial real estate: other construction and land development | Watch List - Impaired
Loan portfolio by credit quality indicator
Portfolio, total	70,500	60,428
Commercial real estate: farmland and commercial
Loan portfolio by credit quality indicator
Portfolio, total	1,595,721	1,664,687
Commercial real estate: farmland and commercial | Pass
Loan portfolio by credit quality indicator
Portfolio, total	1,421,917	1,449,822
Commercial real estate: farmland and commercial | Special Review
Loan portfolio by credit quality indicator
Portfolio, total	83,062	83,581
Commercial real estate: farmland and commercial | Watch List - Pass
Loan portfolio by credit quality indicator
Portfolio, total	41,502	40,510
Commercial real estate: farmland and commercial | Watch List - Substandard
Loan portfolio by credit quality indicator
Portfolio, total	22,676	48,543
Commercial real estate: farmland and commercial | Watch List - Impaired
Loan portfolio by credit quality indicator
Portfolio, total	26,564	42,231
Commercial real estate: multifamily
Loan portfolio by credit quality indicator
Portfolio, total	101,245	121,599
Commercial real estate: multifamily | Pass
Loan portfolio by credit quality indicator
Portfolio, total	100,791	121,188
Commercial real estate: multifamily | Watch List - Substandard
Loan portfolio by credit quality indicator
Portfolio, total	57
Commercial real estate: multifamily | Watch List - Impaired
Loan portfolio by credit quality indicator
Portfolio, total	397	411
Residential: first lien
Loan portfolio by credit quality indicator
Portfolio, total	476,699	495,722
Residential: first lien | Pass
Loan portfolio by credit quality indicator
Portfolio, total	467,469	490,924
Residential: first lien | Special Review
Loan portfolio by credit quality indicator
Portfolio, total	130	132
Residential: first lien | Watch List - Pass
Loan portfolio by credit quality indicator
Portfolio, total	309	974
Residential: first lien | Watch List - Substandard
Loan portfolio by credit quality indicator
Portfolio, total	6,561	1,402
Residential: first lien | Watch List - Impaired
Loan portfolio by credit quality indicator
Portfolio, total	2,230	2,290
Residential: junior lien
Loan portfolio by credit quality indicator
Portfolio, total	387,488	400,148
Residential: junior lien | Pass
Loan portfolio by credit quality indicator
Portfolio, total	385,168	397,861
Residential: junior lien | Watch List - Pass
Loan portfolio by credit quality indicator
Portfolio, total	314	319
Residential: junior lien | Watch List - Substandard
Loan portfolio by credit quality indicator
Portfolio, total	3	6
Residential: junior lien | Watch List - Impaired
Loan portfolio by credit quality indicator
Portfolio, total	2,003	1,962
Consumer
Loan portfolio by credit quality indicator
Portfolio, total	87,660	94,109
Consumer | Pass
Loan portfolio by credit quality indicator
Portfolio, total	86,494	92,714
Consumer | Watch List - Pass
Loan portfolio by credit quality indicator
Portfolio, total	39	41
Consumer | Watch List - Substandard
Loan portfolio by credit quality indicator
Portfolio, total		20
Consumer | Watch List - Impaired
Loan portfolio by credit quality indicator
Portfolio, total	1,127	1,334
Foreign
Loan portfolio by credit quality indicator
Portfolio, total	217,888	230,005
Foreign | Pass
Loan portfolio by credit quality indicator
Portfolio, total	217,791	229,898
Foreign | Watch List - Pass
Loan portfolio by credit quality indicator
Portfolio, total	51	61
Foreign | Watch List - Impaired
Loan portfolio by credit quality indicator
Portfolio, total	$ 46	$ 46

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Commitments and Contingent Liabilities and Other Tax Matters (Details) (Claims by former controlling shareholders of LFIN, USD $)	1 Months Ended			3 Months Ended	12 Months Ended
	Feb. 29, 2012	Dec. 31, 2010	Nov. 30, 2010	Mar. 31, 2012	Dec. 31, 2004
Claims by former controlling shareholders of LFIN
Commitments and Contingent Liabilities and Other Tax Matters, details
Loss contingency, amount			$ 24,250,000		$ 14,000,000
Deposits made against tax refund litigations		24,400,000		1,200,000
Payment made to former controlling shareholders of LFIN	$ 24,400,000
Company's effective tax rate (as a percent)				29.40%

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Basis of Presentation

3 Months Ended

Mar. 31, 2012

Basis of Presentation

Basis of Presentation

Note 1 - Basis of Presentation

The accounting and reporting policies of International Bancshares Corporation (“Corporation”) and Subsidiaries (the Corporation and Subsidiaries collectively referred to herein as the “Company”) conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry.  The consolidated financial statements include the accounts of the Corporation and its wholly-owned subsidiaries, International Bank of Commerce, Laredo (“IBC”), Commerce Bank, International Bank of Commerce, Zapata, International Bank of Commerce, Brownsville and the Corporation’s wholly-owned non-bank subsidiaries, IBC Subsidiary Corporation, IBC Life Insurance Company, IBC Trading Company, IBC Capital Corporation and Premier Tierra Holdings, Inc.  All significant inter-company balances and transactions have been eliminated in consolidation.  The consolidated financial statements are unaudited, but include all adjustments, which, in the opinion of management, are necessary for a fair presentation of the results of the periods presented.  All such adjustments were of a normal and recurring nature.  It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto in the Company’s latest Annual Report on Form 10-K.  The consolidated statement of condition at December 31, 2011 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  Certain reclassifications have been made to make prior periods comparable.

The Company operates as one segment.  The operating information used by the Company’s chief executive officer for purposes of assessing performance and making operating decisions about the Company is the consolidated statements presented in this report.  The Company has four active operating subsidiaries, namely, the bank subsidiaries, otherwise known as International Bank of Commerce, Laredo, Commerce Bank, International Bank of Commerce, Zapata and International Bank of Commerce, Brownsville.  The Company applies the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), FASB ASC 280, “Segment Reporting”, in determining its reportable segments and related disclosures.

The Company has evaluated all events or transactions that occurred through the date the Company issued these financial statements. During this period, the Company did not have any material recognizable or non-recognizable subsequent events.

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Other Borrowed Funds (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Dec. 31, 2011
Other Borrowed Funds
Other borrowed funds	$ 198,128	$ 494,161
Percentage of decrease in other borrowed funds	59.90%

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Fair Value Measurements (Details 2) (Residential mortgage-backed securities, USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012
Residential mortgage-backed securities
Reconciliation of activity for mortgage-backed securities on a net basis
Balance at the beginning of the period	$ 39,605
Principal Paydowns	(934)
Total unrealized gains (losses) included in:
Other comprehensive income	(1,464)
Impairment realized	(186)
Balance at the end of the period	$ 37,021

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Fair Value Measurements (Details) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2012	Dec. 31, 2011
Assets:
Available-for-sale	$ 5,097,484,000	$ 5,213,915,000
Assumptions used in discounted cash flow model to determine fair value of investments classified within level 3
Charges to allowance for probable loan losses in connection with other real estate owned	7,996,000	1,100,000
Write downs in fair value in connection with other real estate owned	427,000	9,509,000
Significant Unobservable Inputs (Level 3)
Assumptions used in discounted cash flow model to determine fair value of investments classified within level 3
Estimated future principal prepayment rate assumption, discount rate (as a percent)		13.00%
Default rate assumptions, thereafter (as a percent)		7.00%
Loss severity rate assumptions, first year (as a percent)		60.00%
Decrease in loss severity rates, following three years (as a percent)		10.00%
Decrease in loss severity rates, thereafter (as a percent)		20.00%
Significant Unobservable Inputs (Level 3) | Bond meeting the original contract terms
Assumptions used in discounted cash flow model to determine fair value of investments classified within level 3
Estimated future principal prepayment rate assumption (as a percent)	7.00%
Estimated future principal prepayment rate assumption, discount rate (as a percent)	13.00%
Default rate assumptions (as a percent)	1.00%
Loss severity rate assumptions, first year (as a percent)	25.00%
Significant Unobservable Inputs (Level 3) | Bond not meeting the original contract terms
Assumptions used in discounted cash flow model to determine fair value of investments classified within level 3
Estimated future principal prepayment rate assumption (as a percent)	2.00%
Estimated future principal prepayment rate assumption, discount rate (as a percent)	13.00%
Default rate assumptions (as a percent)	9.00%
Loss severity rate assumptions, first year (as a percent)	60.00%
Decrease in loss severity rates, fifth year (as a percent)	5.00%
Decrease in loss severity rates, thereafter (as a percent)	25.00%
Measured on a recurring basis: | Assets/Liabilities Measured at Fair Value | U.S. Government agency obligations
Assets:
Available-for-sale	24,030,000
Measured on a recurring basis: | Assets/Liabilities Measured at Fair Value | Residential mortgage-backed securities
Assets:
Available-for-sale	4,838,008,000	4,969,263,000
Measured on a recurring basis: | Assets/Liabilities Measured at Fair Value | States and political subdivisions
Assets:
Available-for-sale	215,372,000	224,761,000
Measured on a recurring basis: | Assets/Liabilities Measured at Fair Value | Other
Assets:
Available-for-sale	20,074,000	19,891,000
Measured on a recurring basis: | Quoted Prices in Active Markets for Identical Assets (Level 1) | Other
Assets:
Available-for-sale	20,074,000	19,891,000
Measured on a recurring basis: | Significant Other Observable Inputs (Level 2) | U.S. Government agency obligations
Assets:
Available-for-sale	24,030,000
Measured on a recurring basis: | Significant Other Observable Inputs (Level 2) | Residential mortgage-backed securities
Assets:
Available-for-sale	4,800,987,000	4,929,658,000
Measured on a recurring basis: | Significant Other Observable Inputs (Level 2) | States and political subdivisions
Assets:
Available-for-sale	215,372,000	224,761,000
Measured on a recurring basis: | Significant Unobservable Inputs (Level 3) | Residential mortgage-backed securities
Assets:
Available-for-sale	37,021,000	39,605,000
Measured on a non-recurring basis:
Assumptions used in discounted cash flow model to determine fair value of investments classified within level 3
Change in provision, impaired loans	5,736,000	15,457,000
Change in provision, other real estate owned	427,000	9,509,000
Measured on a non-recurring basis: | Assets/Liabilities Measured at Fair Value
Assets:
Impaired Loans	41,208,000	81,723,000
Other real estate owned	6,282,000	34,631,000
Measured on a non-recurring basis: | Significant Unobservable Inputs (Level 3)
Assets:
Impaired Loans	41,208,000	81,723,000
Other real estate owned	$ 6,282,000	$ 34,631,000
Maximum | Significant Unobservable Inputs (Level 3)
Assumptions used in discounted cash flow model to determine fair value of investments classified within level 3
Estimated future principal prepayment rate assumption (as a percent)		5.00%
Default rate assumptions for the first year (as a percent)		11.00%
Minimum | Significant Unobservable Inputs (Level 3)
Assumptions used in discounted cash flow model to determine fair value of investments classified within level 3
Estimated future principal prepayment rate assumption (as a percent)		4.00%
Default rate assumptions for the first year (as a percent)		10.00%

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Junior Subordinated Interest Deferrable Debentures (Details) (USD $)	1 Months Ended	3 Months Ended			1 Months Ended
	Apr. 30, 2009	Mar. 31, 2012 quarter trust	Dec. 31, 2011	Dec. 31, 2010	Jul. 31, 2011 Trust I	Jun. 30, 2011 Trust I
Junior Subordinated Interest Deferrable Debentures
Number of statutory business trusts issuing trust preferred securities		8
Junior subordinated deferrable interest debentures		$ 190,726,000	$ 190,726,000	$ 201,117,000
Maximum number of consecutive quarterly period available for deferral of interest payment on Trusts VI, VII, VIII, IX, X, XI and XII		20
Percentage of capital securities issued by trust qualifying as Tier I capital, maximum		25.00%
Capital securities issued by the trust, qualifying as Tier I capital		190,726,000	190,726,000
Junior subordinated deferrable interest debentures, major types of business trusts
Consented amount to repurchase shares	40,000,000	40,000,000
Treasury stock repurchased		$ 257,351,000	$ 256,793,000
Securities redeemed					One half	One half

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Fair Value Measurements (Details 3) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Loans
Carrying amount of fixed rate performing loans	$ 1,237,058,000	$ 1,173,548,000
Estimated fair value of fixed rate performing loans	1,194,431,000	1,200,837,000
Deposits
Carrying amount of time deposits	3,331,008,000	3,311,381,000
Estimated fair value of time deposits	3,342,704,000	3,323,680,000
Securities sold under repurchase agreements and other borrowed funds
Carrying amount of long-term repurchase agreements	1,000,000,000	1,000,000,000
Estimated fair value of long-term repurchase agreements	1,153,046,000	1,161,849,000
Junior Subordinated Deferrable Interest Debentures
Carrying amount of fixed junior subordinated deferrable interest debentures	53,609,000	87,630,000
Estimated fair value of fixed junior subordinated deferrable interest debentures	28,866,000	43,403,000
Other borrowed funds
Carrying amount of the long-term FHLB borrowings	6,628,000	6,661,000
Estimated fair value of long-term FHLB borrowings	$ 6,772,000	$ 6,998,000

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Loans (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Summary of net loans, by loan type
Total loans	$ 4,935,482	$ 5,053,475
Commercial, financial and agricultural
Summary of net loans, by loan type
Total loans	2,496,601	2,560,102
Real estate - mortgage
Summary of net loans, by loan type
Total loans	864,187	895,870
Real estate construction
Summary of net loans, by loan type
Total loans	1,269,146	1,273,389
Consumer
Summary of net loans, by loan type
Total loans	87,660	94,109
Foreign
Summary of net loans, by loan type
Total loans	$ 217,888	$ 230,005

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Operating activities:
Net income	$ 31,687	$ 33,521
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for probable loan losses	5,285	4,080
Specific reserve, other real estate owned	427	294
Accretion of time deposit discounts		(4)
Depreciation of bank premises and equipment	6,927	8,327
Loss (gain) on sale of bank premises and equipment	30	(305)
Gain on sale of other real estate owned	(232)	(182)
Accretion of investment securities discounts	(755)	(433)
Amortization of investment securities premiums	6,435	6,140
Investment securities transactions, net	(1,172)	(1,416)
Impairment charges on available-for-sale investment securities	186	249
Amortization of junior subordinated debenture discounts		9
Amortization of identified intangible assets	1,137	1,303
Stock based compensation expense	131	102
Earnings from affiliates and other investments	(5,050)	(4,951)
Deferred tax expense (benefit)	1,091	(1,435)
Decrease in accrued interest receivable	2,352	2,610
Net (increase) decrease in other assets	(113)	5,544
Net increase in other liabilities	11,629	6,175
Net cash provided by operating activities	59,995	59,628
Investing activities:
Proceeds from maturities of securities	200
Proceeds from sales and calls of available for sale securities	17,331	352,679
Purchases of available for sale securities	(272,091)	(601,849)
Principal collected on mortgage-backed securities	306,652	302,045
Net decrease (increase) in loans	78,532	(6,089)
Purchases of other investments	(150)	(717)
Distributions of other investments	10,396	14,944
Purchases of bank premises and equipment	(9,566)	(4,226)
Proceeds from sales of other real estate owned	11,099	3,423
Proceeds from sale of bank premises and equipment	514	1,050
Net cash provided by investing activities	142,917	61,260
Financing activities:
Net increase in non-interest bearing demand deposits	136,582	161,374
Net increase in savings and interest bearing demand deposits	215,514	92,987
Net increase in time deposits	19,627	1,349
Net increase (decrease) in securities sold under repurchase agreements	13,805	(14,129)
Net decrease in other borrowed funds	(296,033)	(254,821)
Purchases of treasury stock	(558)
Proceeds from stock transactions	10	108
Payments of dividends on preferred stock	(2,700)	(2,700)
Net cash provided by (used in) financing activities	86,247	(15,832)
Increase in cash and cash equivalents	289,159	105,056
Cash and cash equivalents at beginning of period	261,885	197,814
Cash and cash equivalents at end of period	551,044	302,870
Supplemental cash flow information:
Interest paid	21,493	26,290
Income taxes paid	50	5,380
Non-cash investing and financing activities:
Accrued dividends, preferred shares	1,350	1,350
Dividends declared, not yet paid	13,450	12,863
Net transfer from loans to other real estate owned	28,765	2,921
Purchases of available-for-sale securities not yet settled	$ 26,195	$ 384,841

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Allowance for Probable Loan Losses (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Allowance for probable loan losses
Balance at the beginning of the period	$ 84,192	$ 84,482
Losses charged to allowance	(12,084)	(4,469)
Recoveries credited to allowance	1,388	1,304
Net losses charged to allowance	(10,696)	(3,165)
Provision charged to operations	5,285	4,080
Balance at the end of the period	78,781	85,397
Commercial
Allowance for probable loan losses
Balance at the beginning of the period	26,617	22,046
Losses charged to allowance	(3,424)	(327)
Recoveries credited to allowance	1,244	121
Net losses charged to allowance	(2,180)	(206)
Provision charged to operations	140	1,801
Balance at the end of the period	24,577	23,641
Commercial real estate: other construction and land development
Allowance for probable loan losses
Balance at the beginning of the period	19,940	26,695
Losses charged to allowance	(71)	(941)
Recoveries credited to allowance	5	3
Net losses charged to allowance	(66)	(938)
Provision charged to operations	(108)	5,714
Balance at the end of the period	19,766	31,471
Commercial real estate: farmland and commercial
Allowance for probable loan losses
Balance at the beginning of the period	24,227	16,340
Losses charged to allowance	(7,994)
Recoveries credited to allowance	31	134
Net losses charged to allowance	(7,963)	134
Provision charged to operations	5,546	2,088
Balance at the end of the period	21,810	18,562
Commercial real estate: multifamily
Allowance for probable loan losses
Balance at the beginning of the period	1,003	53
Provision charged to operations	(154)	178
Balance at the end of the period	849	231
Residential: first lien
Allowance for probable loan losses
Balance at the beginning of the period	4,562	10,059
Losses charged to allowance	(36)	(21)
Recoveries credited to allowance	2	2
Net losses charged to allowance	(34)	(19)
Provision charged to operations	(149)	(5,599)
Balance at the end of the period	4,379	4,441
Residential: junior lien
Allowance for probable loan losses
Balance at the beginning of the period	4,760	2,611
Losses charged to allowance	(312)	(235)
Recoveries credited to allowance	45	197
Net losses charged to allowance	(267)	(38)
Provision charged to operations	12	1,700
Balance at the end of the period	4,505	4,273
Consumer
Allowance for probable loan losses
Balance at the beginning of the period	1,724	6,241
Losses charged to allowance	(247)	(2,936)
Recoveries credited to allowance	61	847
Net losses charged to allowance	(186)	(2,089)
Provision charged to operations	64	(1,942)
Balance at the end of the period	1,602	2,210
Foreign
Allowance for probable loan losses
Balance at the beginning of the period	1,359	437
Losses charged to allowance		(9)
Net losses charged to allowance		(9)
Provision charged to operations	66	140
Balance at the end of the period	$ 1,293	$ 568

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Investment Securities (Details 2) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011
Held-to-maturity debt securities amortized cost disclosures
Due in one year or less, held-to-maturity debt securities amortized cost	$ 925,000
Due after one year through five years, held-to-maturity debt securities amortized cost	2,400,000
Amortized cost, held-to-maturity debt securities	3,325,000
Held-to-maturity debt securities, Estimated fair value disclosures
Due in one year or less, held-to-maturity debt securities, Estimated fair value	925,000
Due after one year through five years, held-to-maturity debt securities, Estimated fair value	2,400,000
Estimated fair value, held-to-maturity debt securities	3,325,000
Available-for-sale debt securities amortized cost disclosures
Due after five years through ten years, available-for-sale debt securities amortized cost	25,560,000
Due after ten years, available-for-sale debt securities amortized cost	197,384,000
Residential mortgage-backed securities, amortized cost	4,736,322,000
Equity securities, amortized cost	18,825,000
Amortized cost, Available for sale securities	4,978,091,000		5,082,095,000
Available for sale debt securities, Estimated Fair Value Disclosures
Due after five years through ten years, available-for-sale debt securities, Estimated Fair Value	25,706,000
Due after ten years, available-for-sale debt securities, Estimated Fair Value	213,696,000
Residential mortgage-backed securities, Estimated Fair Value	4,838,008,000
Equity securities, Estimated Fair Value	20,074,000
Estimated fair value, Available for sale securities	5,097,484,000		5,213,915,000
Amortized cost of available for sale investment securities pledged	2,711,642,000
Fair value of available for sale investment securities pledged	2,802,863,000
Proceeds from sales and calls of available for sale securities	17,331,000	352,679,000
Proceeds from sales of mortgage-backed securities	0	350,095,000
Gross gains realized on sales	1,173,000	1,435,000
Gross losses realized on sales	(1,000)	(19,000)
Impairment charges on available-for-sale investment securities	186,000	249,000
Impairment charges on available-for-sale investment securities, after tax	$ 121,000	$ 162,000

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Consolidated Statements of Condition (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Assets
Cash and cash equivalents	$ 551,044	$ 261,885
Investment securities:
Held-to-maturity (Market value of $3,325 on March 31, 2012 and $2,450 on December 31, 2011)	3,325	2,450
Available-for-sale (Amortized cost of $4,978,091 on March 31, 2012 and $5,082,095 on December 31, 2011)	5,097,484	5,213,915
Total investment securities	5,100,809	5,216,365
Loans	4,935,482	5,053,475
Less allowance for probable loan losses	(78,781)	(84,192)
Net loans	4,856,701	4,969,283
Bank premises and equipment, net	455,145	453,050
Accrued interest receivable	29,650	32,002
Other investments	346,013	351,209
Identified intangible assets, net	11,087	12,190
Goodwill	282,532	282,532
Other assets	178,680	161,133
Total assets	11,811,661	11,739,649
Deposits:
Demand - non-interest bearing	2,063,600	1,927,018
Savings and interest bearing demand	2,923,207	2,707,693
Time	3,331,008	3,311,381
Total deposits	8,317,815	7,946,092
Securities sold under repurchase agreements	1,362,434	1,348,629
Other borrowed funds	198,128	494,161
Junior subordinated deferrable interest debentures	190,726	190,726
Other liabilities	135,267	159,876
Total liabilities	10,204,370	10,139,484
Commitments, Contingent Liabilities and Other Tax Matters (Note 10)
Shareholders' equity:
Series A Cumulative perpetual preferred shares, $.01 par value, $1,000 per share liquidation value. Authorized 25,000,000 shares; issued 216,000 shares on March 31, 2012, net of discount of $4,809 and issued 216,000 shares on December 31, 2011, net of discount of $5,452	211,191	210,548
Common shares of $1.00 par value. Authorized 275,000,000 shares; issued 95,720,587 shares on March 31, 2012 and 95,719,652 shares on December 31, 2011	95,721	95,720
Surplus	162,907	162,767
Retained earnings	1,317,857	1,302,964
Accumulated other comprehensive income (including $(7,834) and $(6,889) of comprehensive loss related to other-than-temporary impairment for non-credit related issues)	76,966	84,959
Total shareholders' equity before treasury stock	1,864,642	1,856,958
Less cost of shares in treasury, 28,471,180 shares on March 31, 2012 and 28,441,714 December 31, 2011	(257,351)	(256,793)
Total shareholders' equity	1,607,291	1,600,165
Total liabilities and shareholders' equity	$ 11,811,661	$ 11,739,649

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Junior Subordinated Interest Deferrable Debentures (Details 2) (USD $) In Thousands, unless otherwise specified				3 Months Ended
	Mar. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Mar. 31, 2012 Trust VI	Mar. 31, 2012 Trust VII	Mar. 31, 2012 Trust VIII	Mar. 31, 2012 Trust IX	Mar. 31, 2012 Trust X Y	Mar. 31, 2012 Trust XI Y	Mar. 31, 2012 Trust XII Y
Junior subordinated deferrable interest debentures, major types of business trusts
Junior subordinated deferrable interest debentures	$ 190,726	$ 190,726	$ 201,117	$ 25,774	$ 10,310	$ 25,774	$ 41,238	$ 34,021	$ 32,990	$ 20,619
Interest rate (as a percent)				3.95%	3.80%	3.62%	2.20%	2.20%	6.82%	6.85%
Interest rate index				LIBOR	LIBOR	LIBOR	LIBOR	LIBOR	FIXED for first 5 years	FIXED for first 5 years
Spread on interest rate index (as a percent)				3.45%	3.25%	3.05%	1.62%	1.65%
Interest rate index, reference rate, after five years									LIBOR	LIBOR
Interest rate index, percentage on reference rate, after five years									1.62%	1.45%
Initial period of accrual of interest at fixed rate (in years)								5	5	5

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Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Net income	$ 31,687	$ 33,521
Other comprehensive income, net of tax:
Net unrealized holding (losses) gains on securities available for sale arising during period (tax effects of $(3,959) and $2,013)	(7,352)	3,736
Reclassification adjustment for gains on securities available for sale included in net income (tax effects of $(410) and $(496))	(762)	(920)
Reclassification adjustment for impairment charges on available for sale securities included in net income (tax effects of $65 and $87)	121	162
Other comprehensive income, net of tax	(7,993)	2,978
Comprehensive income	$ 23,694	$ 36,499

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Allowance for Probable Loan Losses (Details 4) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2012	Dec. 31, 2011
Loan loss allowances, impaired financing receivable
Period of charge off for past due unsecured commercial loans (in days)	90
Loans with Related Allowance
Loan loss allowances, impaired financing receivable
Recorded Investment	$ 71,532	$ 87,369
Unpaid Principal Balance	71,608	87,419
Related Allowance	27,938	27,252
Average Recorded Investment	72,103	87,951
Interest Recognized	10	858
Loans with No Related Allowance
Loan loss allowances, impaired financing receivable
Recorded Investment	58,144	48,936
Unpaid Principal Balance	59,026	51,423
Average Recorded Investment	58,015	54,359
Interest Recognized	121	399
Commercial | Loans with Related Allowance
Loan loss allowances, impaired financing receivable
Recorded Investment	23,373	24,108
Unpaid Principal Balance	23,373	24,108
Related Allowance	14,372	14,402
Average Recorded Investment	23,688	24,145
Interest Recognized	10	41
Commercial | Loans with No Related Allowance
Loan loss allowances, impaired financing receivable
Recorded Investment	3,436	3,495
Unpaid Principal Balance	3,605	3,932
Average Recorded Investment	3,453	3,942
Interest Recognized		20
Commercial real estate: other construction and land development | Loans with Related Allowance
Loan loss allowances, impaired financing receivable
Recorded Investment	34,488	34,417
Unpaid Principal Balance	34,505	34,432
Related Allowance	7,641	3,073
Average Recorded Investment	34,694	34,709
Commercial real estate: other construction and land development | Loans with No Related Allowance
Loan loss allowances, impaired financing receivable
Recorded Investment	36,012	26,011
Unpaid Principal Balance	36,084	26,112
Average Recorded Investment	35,760	27,722
Interest Recognized	58	128
Commercial real estate: farmland and commercial | Loans with Related Allowance
Loan loss allowances, impaired financing receivable
Recorded Investment	13,467	28,636
Unpaid Principal Balance	13,526	28,671
Related Allowance	5,902	9,754
Average Recorded Investment	13,516	28,883
Interest Recognized		817
Commercial real estate: farmland and commercial | Loans with No Related Allowance
Loan loss allowances, impaired financing receivable
Recorded Investment	13,097	13,595
Unpaid Principal Balance	13,690	15,394
Average Recorded Investment	13,137	16,271
Interest Recognized	31	102
Commercial real estate: multifamily | Loans with No Related Allowance
Loan loss allowances, impaired financing receivable
Recorded Investment	397	411
Unpaid Principal Balance	397	411
Average Recorded Investment	402	439
Residential: first lien | Loans with Related Allowance
Loan loss allowances, impaired financing receivable
Recorded Investment	204	208
Unpaid Principal Balance	204	208
Related Allowance	23	23
Average Recorded Investment	205	214
Residential: first lien | Loans with No Related Allowance
Loan loss allowances, impaired financing receivable
Recorded Investment	2,026	2,082
Unpaid Principal Balance	2,062	2,220
Average Recorded Investment	1,886	2,230
Interest Recognized	5	27
Residential: junior lien | Loans with No Related Allowance
Loan loss allowances, impaired financing receivable
Recorded Investment	2,003	1,962
Unpaid Principal Balance	2,013	1,970
Average Recorded Investment	1,997	1,980
Interest Recognized	27	118
Consumer | Loans with No Related Allowance
Loan loss allowances, impaired financing receivable
Recorded Investment	1,127	1,334
Unpaid Principal Balance	1,129	1,338
Average Recorded Investment	1,334	1,729
Foreign | Loans with No Related Allowance
Loan loss allowances, impaired financing receivable
Recorded Investment	46	46
Unpaid Principal Balance	46	46
Average Recorded Investment	46	46
Interest Recognized		$ 4

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Loans (Tables)

3 Months Ended

Mar. 31, 2012

Loans

Summary of net loans, by loan type

	March 31,		December 31,
	2012		2011
	(Dollars in Thousands)
Commercial, financial and agricultural	$	2,496,601	$	2,560,102
Real estate — mortgage	864,187		895,870
Real estate — construction	1,269,146		1,273,389
Consumer	87,660		94,109
Foreign	217,888		230,005
Total loans	$	4,935,482	$	5,053,475

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Allowance for Probable Loan Losses (Details 5) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Financing receivable recorded investment
Past due 30-59 days	$ 27,332	$ 48,472
Past due 60-89 days	34,935	19,594
Past due 90 days or greater	91,243	71,614
Past due 90 days or greater and still accruing	15,781	14,288
Past due, total	153,510	139,680
Loans, current	4,781,972	4,913,795
Portfolio, total	4,935,482	5,053,475
Commercial
Financing receivable recorded investment
Past due 30-59 days	4,715	5,180
Past due 60-89 days	2,737	1,369
Past due 90 days or greater	1,478	1,842
Past due 90 days or greater and still accruing	1,383	1,490
Past due, total	8,930	8,391
Loans, current	790,705	765,425
Portfolio, total	799,635	773,816
Commercial real estate: other construction and land development
Financing receivable recorded investment
Past due 30-59 days	4,215	23,426
Past due 60-89 days	19,397	4,360
Past due 90 days or greater	62,279	49,887
Past due 90 days or greater and still accruing	391	979
Past due, total	85,891	77,673
Loans, current	1,183,255	1,195,716
Portfolio, total	1,269,146	1,273,389
Commercial real estate: farmland and commercial
Financing receivable recorded investment
Past due 30-59 days	8,613	9,467
Past due 60-89 days	8,416	10,269
Past due 90 days or greater	15,537	7,879
Past due 90 days or greater and still accruing	3,698	1,231
Past due, total	32,566	27,615
Loans, current	1,563,155	1,637,072
Portfolio, total	1,595,721	1,664,687
Commercial real estate: multifamily
Financing receivable recorded investment
Past due 30-59 days	370	450
Past due 90 days or greater	397	411
Past due, total	767	861
Loans, current	100,478	120,738
Portfolio, total	101,245	121,599
Residential: first lien
Financing receivable recorded investment
Past due 30-59 days	5,319	6,207
Past due 60-89 days	3,662	2,757
Past due 90 days or greater	10,367	10,295
Past due 90 days or greater and still accruing	9,256	9,382
Past due, total	19,348	19,259
Loans, current	457,351	476,463
Portfolio, total	476,699	495,722
Residential: junior lien
Financing receivable recorded investment
Past due 30-59 days	865	1,433
Past due 60-89 days	104	378
Past due 90 days or greater	421	368
Past due 90 days or greater and still accruing	332	320
Past due, total	1,390	2,179
Loans, current	386,098	397,969
Portfolio, total	387,488	400,148
Consumer
Financing receivable recorded investment
Past due 30-59 days	1,339	1,643
Past due 60-89 days	526	408
Past due 90 days or greater	762	912
Past due 90 days or greater and still accruing	719	866
Past due, total	2,627	2,963
Loans, current	85,033	91,146
Portfolio, total	87,660	94,109
Foreign
Financing receivable recorded investment
Past due 30-59 days	1,896	666
Past due 60-89 days	93	53
Past due 90 days or greater	2	20
Past due 90 days or greater and still accruing	2	20
Past due, total	1,991	739
Loans, current	215,897	229,266
Portfolio, total	$ 217,888	$ 230,005

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Stock Options (Tables)

3 Months Ended

Mar. 31, 2012

Stock Options

Summary of option activity under stock option plans

	Number of options	Weighted average exercise price		Weighted average remaining contractual term (years)	Aggregate intrinsic value ($)
					(Dollars in Thousands)
Options outstanding at December 31, 2011	844,721	$	19.08
Plus: Options granted	—	—
Less:
Options exercised	935	10.40
Options expired	—	—
Options forfeited	26,021	22.07
Options outstanding at March 31, 2012	817,765	$	19.00	4.32	$	3,149
Options fully vested and exercisable at March 31, 2012	365,578	24.83		2.13	291

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Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Consolidated Statements of Comprehensive Income
Net unrealized holding gains on securities available for sale arising during period, tax effects	$ (3,959)	$ 2,013
Reclassification adjustment for gains on securities available for sale included in net income, tax effects	(410)	(496)
Reclassification adjustment for impairment charges on available for sale securities included in net income, tax effects	$ 65	$ 87

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Consolidated Statements of Condition (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Consolidated Statements of Condition
Held-to-maturity, Market value (in dollars)	$ 3,325	$ 2,450
Available-for-sale, Amortized cost (in dollars)	4,978,091	5,082,095
Series A Cumulative perpetual preferred shares, par value (in dollars per share)	$ 0.01	$ 0.01
Series A Cumulative perpetual preferred shares, per share liquidation value (in dollars per share)	$ 1,000	$ 1,000
Series A Cumulative perpetual preferred shares, Authorized shares	25,000,000	25,000,000
Series A Cumulative perpetual preferred shares, issued shares	216,000	216,000
Series A Cumulative perpetual preferred shares, discount (in dollars)	4,809	5,452
Common shares, par value (in dollars per share)	$ 1.00	$ 1.00
Common shares, Authorized shares	275,000,000	275,000,000
Common shares, issued shares	95,720,587	95,719,652
Accumulated other comprehensive income, comprehensive loss related to other-than-temporary impairment for non-credit related issues (in dollars)	$ (7,834)	$ (6,889)
Treasury, shares	28,471,180	28,441,714

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Preferred Stock, Common Stock and Dividends

3 Months Ended

Mar. 31, 2012

Preferred Stock, Common Stock and Dividends

Preferred Stock, Common Stock and Dividends

Note 9 — Preferred Stock, Common Stock and Dividends

The Company has outstanding 216,000 shares of Series A cumulative perpetual preferred stock, issued to the US Treasury under the Company’s participation in the Troubled Asset Relief Program Capital Purchase Program (the “TARP Capital Purchase Program”).  The Series A shares have a par value of $.01 per share (the “Senior Preferred Stock”), and a liquidation preference of $1,000 per share, for a total price of $216,000,000.  The Senior Preferred Stock will pay dividends at a rate of 5% per year for the first five years and 9% per year thereafter.  The Senior Preferred Stock has no maturity date and ranks senior to the Company’s common stock with respect to the payment of dividends and distributions and amounts payable upon liquidation, dissolution and winding up of the Company.  In conjunction with the purchase of the Senior Preferred Stock, the US Treasury received a warrant (the “Warrant”) to purchase 1,326,238 shares of the Company’s common stock (the “Warrant Shares”) at $24.43 per share, which would represent an aggregate common stock investment in the Company on exercise of the warrant in full equal to 15% of the Senior Preferred Stock investment.  The term of the Warrant is ten years and was immediately exercisable.  Both the Senior Preferred Stock and Warrant are included as components of Tier 1 capital.  As of March 31, 2012, none of the Warrants had been exercised.  The Company paid dividends on the Senior Preferred Stock on February 16, 2012, in the amount of $2,700,000 and will pay a dividend on the Senior Preferred Stock on May 15, 2012, in the amount of $2,700,000.

Upon issuance, the fair value of the Series A shares and the associated warrants were computed as if the instruments were issued on a stand-alone basis.  The fair value of the Series A shares were estimated based on discounted cash flows, resulting in a stand-alone fair value of approximately $130.9 million.  The Company used the Black-Sholes-Merton option pricing model to estimate the fair value of the warrants, resulting in a stand-alone fair value of approximately $8.0 million.  The fair values of both were then used to record the Series A shares and Warrants on a relative fair value basis, with the warrants being recorded in Surplus as permanent equity and the Series A shares being recorded at a discount of approximately $12.4 million.  Accretion of the discount associated with the preferred stock is recognized as an increase to preferred stock dividends in determining net income available to common shareholders.  The discount is being amortized over a five year period from the respective issuance date using the effective-yield method and totaled $643,000 for the three months ended March 31, 2012 and $605,000 for the three months ended March 31, 2011.

The Company paid cash dividends to the common shareholders of $.20 per share on April 20, 2012 to all holders of record on April 2, 2012.  Cash dividends of $.19 per share were paid to common shareholders on April 18, and October 17, 2011 to all holders of record on March 28, 2011 and September 30, 2011, respectively.

The Company terminated its stock repurchase program on December 19, 2008, in connection with participating in the TARP Capital Purchase Program, which program prohibited stock repurchases, except for repurchases made in connection with the administration of an employee benefit plan in the ordinary course of business and consistent with past practices or those consented to by the Treasury Department.  The stock repurchase restrictions of the TARP Capital Purchase Program ceased to exist on December 23, 2011.  In April 2009, the Board of Directors established a formal stock repurchase program that authorized the repurchase of up to $40 million of common stock within the following twelve months and on March 22, 2012, the Board of Directors extended the repurchase program and again authorized the repurchase of up to $40 million of common stock during the twelve month period expiring on April 10, 2013, which repurchase cap the Board is inclined to increase over time.  Stock repurchases may be made from time to time, on the open market or through private transactions.  Shares repurchased in this program will be held in treasury for reissue for various corporate purposes, including employee stock option plans.  As of May 2, 2012, a total of 7,777,293 shares had been repurchased under all programs at a cost of $236,378,000.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2012	May 02, 2012
Document and Entity Information
Entity Registrant Name	INTERNATIONAL BANCSHARES CORP
Entity Central Index Key	0000315709
Document Type	10-Q
Document Period End Date	Mar. 31, 2012
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		67,249,800
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1

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Commitments and Contingent Liabilities and Other Tax Matters

3 Months Ended

Mar. 31, 2012

Commitments and Contingent Liabilities and Other Tax Matters

Commitments and Contingent Liabilities and Other Tax Matters

Note 10 - Commitments and Contingent Liabilities and Other Tax Matters

The Company is involved in various legal proceedings that are in various stages of litigation.  Some of these actions allege “lender liability” claims on a variety of theories and claim substantial actual and punitive damages.  The Company has determined, based on discussions with its counsel that any material loss in such actions, individually or in the aggregate, is remote or the damages sought, even if fully recovered, would not be considered material to the consolidated financial position or results of operations of the Company.  However, many of these matters are in various stages of proceedings and further developments could cause management to revise its assessment of these matters.

The Company was involved in a dispute related to certain tax matters that were inherited by the Company in its 2004 acquisition of LFIN.  The dispute involved claims by the former controlling shareholders of LFIN related to approximately $14 million of tax refunds received by the Company based on deductions taken in 2003 by LFIN in connection with losses on loans acquired from a failed thrift and a dispute LFIN had with the FDIC regarding the tax benefits related to the failed thrift acquisition which originated in 1988.  On March 5, 2010, judgment was entered on a jury verdict rendered against the Company in the U.S. District Court for the Western District of Oklahoma (the “Court”).  Other than the tax refunds that were in dispute, the Company does not have any other disputes regarding tax refunds received by the Company in connection with the LFIN acquisition.  An amended judgment was entered in the case on November 19, 2010, in the amount of approximately $24.25 million and it was final and appealable.  During December 2010, the Company deposited $24.4 million with the Court in lieu of a supersedeas bond and the Company commenced appealing the judgment.  On January 5, 2012, the United States Court of Appeals Tenth Circuit affirmed the amended judgment.  On February 28, 2012, the previously deposited $24.4 million was paid to the former controlling shareholders of LFIN and a Release and Satisfaction of Judgment was filed with the Court concluding the matter.

During the first quarter of 2012, the Texas State Comptroller refunded approximately $1.2 million in tax in connection with the Company’s 2011 consolidated Franchise Tax Return. The tax was included as a credit to provision for income tax expense on the consolidated statement of income. The recording of the tax refund resulted in a decrease in the Company’s effective tax rate to 29.4% for the three months ended March 31, 2012.

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Consolidated Statements of Income (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Interest income:
Loans, including fees	$ 68,323	$ 74,680
Investment securities:
Taxable	24,512	30,255
Tax-exempt	2,861	2,128
Other interest income	86	75
Total interest income	95,782	107,138
Interest expense:
Savings deposits	1,623	2,262
Time deposits	6,485	8,770
Securities sold under repurchase agreements	10,302	10,586
Other borrowings	208	650
Junior subordinated interest deferrable debentures	2,047	3,037
Total interest expense	20,665	25,305
Net interest income	75,117	81,833
Provision for probable loan losses	5,285	4,080
Net interest income after provision for probable loan losses	69,832	77,753
Non-interest income:
Service charges on deposit accounts	22,753	24,782
Other service charges, commissions and fees
Banking	10,064	13,026
Non-banking	1,251	1,492
Investment securities transactions, net	1,172	1,416
Other investments, net	5,134	5,356
Other income	2,803	2,294
Total non-interest income	43,177	48,366
Non-interest expense:
Employee compensation and benefits	29,401	32,035
Occupancy	8,734	8,601
Depreciation of bank premises and equipment	6,927	8,327
Professional fees	3,370	3,886
Deposit insurance assessments	1,567	2,457
Net expense, other real estate owned	1,181	1,114
Amortization of identified intangible assets	1,137	1,303
Advertising	1,827	1,787
Impairment charges (Total other-than-temporary impairment charges, $1,649 net of $1,464, and $1,309, net of $1,060, included in other comprehensive income)	186	249
Other	13,813	15,706
Total non-interest expense	68,143	75,465
Income before income taxes	44,866	50,654
Provision for income taxes	13,179	17,133
Net income	31,687	33,521
Preferred stock dividends	3,343	3,305
Net income available to common shareholders	$ 28,344	$ 30,216
Basic earnings per common share:
Weighted average number of shares outstanding: (in shares)	67,271,146	67,701,315
Net income (in dollars per share)	$ 0.42	$ 0.45
Fully diluted earnings per common share:
Weighted average number of shares outstanding: (in shares)	67,355,427	67,779,608
Net income (in dollars per share)	$ 0.42	$ 0.45

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Allowance for Probable Loan Losses

3 Months Ended

Mar. 31, 2012

Allowance for Probable Loan Losses

Allowance for Probable Loan Losses

Note 4 - Allowance for Probable Loan Losses

The allowance for probable loan losses primarily consists of the aggregate loan loss allowances of the bank subsidiaries.  The allowances are established through charges to operations in the form of provisions for probable loan losses.  Loan losses or recoveries are charged or credited directly to the allowances.  The allowance for probable loan losses of each bank subsidiary is maintained at a level considered appropriate by management, based on estimated probable losses in the loan portfolio.  The allowance for probable loan losses is derived from the following elements:  (i) allowances established on specific loans, which are based on a review of the individual characteristics of each loan, including the customer’s ability to repay the loan, the underlying collateral values, and the industry in which the customer operates, (ii) allowances based on actual historical loss experience for similar types of loans in the Company’s loan portfolio, and (iii) allowances based on general economic conditions, changes in the mix of loans, company resources, border risk and credit quality indicators, among other things.  All segments of the loan portfolio continue to be impacted by the prolonged economic downturn.  Loans secured by real estate could be impacted negatively by the continued economic environment and resulting decrease in collateral values.  Consumer loans may be impacted by continued and prolonged unemployment rates.

The Company’s management continually reviews the allowance for loan losses of the bank subsidiaries using the amounts determined from the allowances established on specific loans, the allowance established on quantitative historical loss percentages, and the allowance based on qualitative data to establish an appropriate amount to maintain in the Company’s allowance for loan losses.  Should any of the factors considered by management in evaluating the adequacy of the allowance for probable loan losses change, the Company’s estimate of probable loan losses could also change, which could affect the level of future provisions for probable loan losses.  While the calculation of the allowance for probable loan losses utilizes management’s best judgment and all information available, the adequacy of the allowance is dependent on a variety of factors beyond the Company’s control, including, among other things, the performance of the entire loan portfolio, the economy, changes in interest rates and the view of regulatory authorities towards loan classifications.

The specific loan loss provision is determined using the following methods.  On a weekly basis, loan past due reports are reviewed by the servicing loan officer to determine if a loan has any potential problems and if a loan should be placed on the Company’s internal classified report.  Additionally, the Company’s credit department reviews the majority of the Company’s loans regardless of whether they are past due and segregates any loans with potential problems for further review.  The credit department will discuss the potential problem loans with the servicing loan officers to determine any relevant issues that were not discovered in the evaluation.  Also, an analysis of loans that is provided through examinations by regulatory authorities is considered in the review process.  After the above analysis is completed, the Company will determine if a loan should be placed on an internal classified report because of issues related to the analysis of the credit, credit documents, collateral and/or payment history.

A summary of the transactions in the allowance for probable loan losses by loan class is as follows:

	2012
	Domestic																					Foreign
	Commercial			Commercial real estate: other construction & land development			Commercial real estate: farmland & commercial			Commercial real estate: multifamily			Residential: first lien			Residential: junior lien			Consumer			Foreign		Total
	(Dollars in Thousands)
Balance at December 31,	$	26,617		$	19,940		$	24,227		$	1,003		$	4,562		$	4,760		$	1,724		$	1,359	$	84,192
Losses charge to allowance	(3,424		)	(71		)	(7,994		)	—			(36		)	(312		)	(247		)	—		(12,084		)
Recoveries credited to allowance	1,244			5			31			—			2			45			61			—		1,388
Net losses charged to allowance	(2,180		)	(66		)	(7.963		)	—			(34		)	(267		)	(186		)	—		(10,696		)
Provision charged to operations	140			(108		)	5,546			(154		)	(149		)	12			64			64		5,285
Balance at March 31,	$	24,577		$	19,766		$	21,810		$	849		$	4,379		$	4,505		$	1,602		$	1,293	$	78,781

	2011
	Domestic																			Foreign
	Commercial			Commercial real estate: other construction & land development			Commercial real estate: farmland & commercial		Commercial real estate: multifamily		Residential: first lien			Residential: junior lien			Consumer			Foreign			Total
	(Dollars in Thousands)
Balance at December 31,	$	22,046		$	26,695		$	16,340	$	53	$	10,059		$	2,611		$	6,241		$	437		$	84,482
Losses charge to allowance	(327		)	(941		)	—		—		(21		)	(235		)	(2,936		)	(9		)	(4,469		)
Recoveries credited to allowance	121			3			134		—		2			197			847			—			1,304
Net losses charged to allowance	(206		)	(938		)	134		—		(19		)	(38		)	(2,089		)	(9		)	(3,165		)
Provision charged to operations	1,801			5,714			2,088		178		(5,599		)	1,700			(1,942		)	140			4,080
Balance at March 31,	$	23,641		$	31,471		$	18,562	$	231	$	4,441		$	4,273		$	2,210		$	568		$	85,397

The allowance for probable loan losses is a reserve established through a provision for probable loan losses charged to expense, which represents management’s best estimate of probable loan losses when evaluating loans (i) individually or (ii) collectively.

The table below provides additional information on the balance of loans individually or collectively evaluated for impairment and their related allowance, by loan class as of March 31, 2012 and December 31, 2011:

	March 31, 2012
	Loans individually evaluated for impairment				Loans collectively evaluated for impairment
	(Dollars in Thousands)
	Recorded Investment		Allowance		Recorded Investment		Allowance
Domestic
Commercial	$	26,809	$	14,372	$	772,826	$	10,205
Commercial real estate: other construction & land development	70,500		7,641		1,198,646		12,125
Commercial real estate: farmland & commercial	26,564		5,902		1,569,157		15,908
Commercial real estate: multifamily	397		—		100,848		849
Residential: first lien	2,230		23		474,469		4,356
Residential: junior lien	2,003		—		385,485		4,505
Consumer	1,127		—		86,533		1,602
Foreign	46		—		217,842		1,293
Total	$	129,676	$	27,938	$	4,805,806	$	50,843

	December 31, 2011
	Loans individually evaluated for impairment				Loans collectively evaluated for impairment
	(Dollars in Thousands)
	Recorded Investment		Allowance		Recorded Investment		Allowance
Domestic
Commercial	$	27,603	$	14,402	$	746,213	$	12,215
Commercial real estate: other construction & land development	60,428		3,073		1,212,961		16,867
Commercial real estate: farmland & commercial	42,231		9,754		1,622,456		14,473
Commercial real estate: multifamily	411		—		121,188		1,003
Residential: first lien	2,290		23		493,432		4,539
Residential: junior lien	1,962		—		398,186		4,760
Consumer	1,334		—		92,775		1,724
Foreign	46		—		229,959		1,359
Total	$	136,305	$	27,252	$	4,917,170	$	56,940

The table below provides additional information on loans accounted for on a non-accrual basis by loan class at March 31, 2012 and December 31, 2011:

	March 31, 2012		December 31, 2011
	(Dollars in Thousands)
Domestic
Commercial	$	25,931	$	26,819
Commercial real estate: other construction & land development	64,408		54,336
Commercial real estate: farmland & commercial	24,301		34,910
Commercial real estate: multifamily	397		411
Residential: first lien	1,722		1,848
Residential: junior lien	155		135
Consumer	42		46
Foreign	—		—
Total non-accrual loans	$	116,956	$	118,505

Impaired loans are those loans where it is probable that all amounts due according to contractual terms of the loan agreement will not be collected.  The Company has identified these loans through its normal loan review procedures.    Impaired loans are measured based on (1) the present value of expected future cash flows discounted at the loan’s effective interest rate; (2) the loan’s observable market price; or (3) the fair value of the collateral if the loan is collateral dependent.  Substantially all of the Company’s impaired loans are measured at the fair value of the collateral. In limited cases the Company may use other methods to determine the level of impairment of a loan if such loan is not collateral dependent.

The following tables detail key information regarding the Company’s impaired loans by loan class at March 31, 2012 and December 31, 2011:

	March 31, 2012
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Recognized
	(Dollars in Thousands)
Loans with Related Allowance
Domestic
Commercial	$	23,373	$	23,373	$	14,372	$	23,688	$	10
Commercial real estate: other construction & land development	34,488		34,505		7,641		34,694		—
Commercial real estate: farmland & commercial	13,467		13,526		5,902		13,516		—
Residential: first lien	204		204		23		205		—
Total impaired loans with related allowance	$	71,532	$	71,608	$	27,938	$	72,103	$	10

	March 31, 2012
	Recorded Investment		Unpaid Principal Balance		Average Recorded Investment		Interest Recognized
	(Dollars in Thousands)
Loans with No Related Allowance
Domestic
Commercial	$	3,436	$	3,605	$	3,453	$	—
Commercial real estate: other construction & land development	36,012		36,084		35,760		58
Commercial real estate: farmland & commercial	13,097		13,690		13,137		31
Commercial real estate: multifamily	397		397		402		—
Residential: first lien	2,026		2,062		1,886		5
Residential: junior lien	2,003		2,013		1,997		27
Consumer	1,127		1,129		1,334		—
Foreign	46		46		46		—
Total impaired loans with no related allowance	$	58,144	$	59,026	$	58,015	$	121

	December 31, 2011
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Recognized
	(Dollars in Thousands)
Loans with Related Allowance
Domestic
Commercial	$	24,108	$	24,108	$	14,402	$	24,145	$	41
Commercial real estate: other construction & land development	34,417		34,432		3,073		34,709		—
Commercial real estate: farmland & commercial	28,636		28,671		9,754		28,883		817
Residential: first lien	208		208		23		214		—
Total impaired loans with related allowance	$	87,369	$	87,419	$	27,252	$	87,951	$	858

	December 31, 2011
	Recorded Investment		Unpaid Principal Balance		Average Recorded Investment		Interest Recognized
	(Dollars in Thousands)
Loans with No Related Allowance
Domestic
Commercial	$	3,495	$	3,932	$	3,942	$	20
Commercial real estate: other construction & land development	26,011		26,112		27,722		128
Commercial real estate: farmland & commercial	13,595		15,394		16,271		102
Commercial real estate: multifamily	411		411		439		—
Residential: first lien	2,082		2,220		2,230		27
Residential: junior lien	1,962		1,970		1,980		118
Consumer	1,334		1,338		1,729		—
Foreign	46		46		46		4
Total impaired loans with no related allowance	$	48,936	$	51,423	$	54,359	$	399

A portion of the impaired loans have adequate collateral and credit enhancements not requiring a related allowance for loan loss.  The level of impaired loans is reflective of the economic weakness that has been created by the financial crisis and the subsequent economic downturn.  Management is confident the Company’s loss exposure regarding these credits will be significantly reduced due to the Company’s long-standing practices that emphasize secured lending with strong collateral positions and guarantor support.  Management is likewise confident the reserve for probable loan losses is adequate.  The Company has no direct exposure to sub-prime loans in its loan portfolio, but the sub-prime crisis has affected the credit markets on a national level, and as a result, the Company has experienced an increasing amount of impaired loans; however, management’s decision to place loans in this category does not necessarily mean that the Company will experience significant losses from these loans or significant increases in impaired loans from these levels.

Management of the Company recognizes the risks associated with these impaired loans.  However, management’s decision to place loans in this category does not necessarily mean that losses will occur. In the current environment, troubled loan management can be protracted because of the legal and process problems that delay the collection of an otherwise collectable loan.  Additionally, management believes that the collateral related to these impaired loans and/or the secondary support from guarantors mitigates the potential for losses from impaired loans.    It is also important to note that even though the economic conditions in Texas and Oklahoma are weakened, we believe these markets are improving and better positioned to recover than many other areas of the country.  Loans accounted for as “troubled debt restructuring”, which are included in impaired loans, were not significant.

The bank subsidiaries charge off that portion of any loan which management considers to represent a loss as well as that portion of any other loan which is classified as a “loss” by bank examiners.  Commercial and industrial or real estate loans are generally considered by management to represent a loss, in whole or part, when an exposure beyond any collateral coverage is apparent and when no further collection of the loss portion is anticipated based on the borrower’s financial condition and general economic conditions in the borrower’s industry. Generally, unsecured consumer loans are charged-off when 90 days past due.

While management of the Company considers that it is generally able to identify borrowers with financial problems reasonably early and to monitor credit extended to such borrowers carefully, there is no precise method of predicting loan losses.  The determination that a loan is likely to be uncollectible and that it should be wholly or partially charged-off as a loss is an exercise of judgment.  Similarly, the determination of the adequacy of the allowance for probable loan losses can be made only on a subjective basis.  It is the judgment of the Company’s management that the allowance for probable loan losses at March 31, 2012 was adequate to absorb probable losses from loans in the portfolio at that date.

The following table presents information regarding the aging of past due loans by loan class at March 31, 2012 and December 31, 2011:

	March 31, 2012
	30 – 59 Days		60 – 89 Days		90 Days or Greater		90 Days or greater & still accruing		Total Past due		Current		Total Portfolio
	(Dollars in Thousands)
Domestic
Commercial	$	4,715	$	2,737	$	1,478	$	1,383	$	8,930	$	790,705	$	799,635
Commercial real estate: other construction & land development	4,215		19,397		62,279		391		85,891		1,183,255		1,269,146
Commercial real estate: farmland & commercial	8,613		8,416		15,537		3,698		32,566		1,563,155		1,595,721
Commercial real estate: multifamily	370		—		397		—		767		100,478		101,245
Residential: first lien	5,319		3,662		10,367		9,256		19,348		457,351		476,699
Residential: junior lien	865		104		421		332		1,390		386,098		387,488
Consumer	1,339		526		762		719		2,627		85,033		87,660
Foreign	1,896		93		2		2		1,991		215,897		217,888
Total past due loans	$	27,332	$	34,935	$	91,243	$	15,781	$	153,510	$	4,781,972	$	4,935,482

	December 31, 2011
	30 – 59 Days		60 – 89 Days		90 Days or Greater		90 Days or greater & still accruing		Total Past due		Current		Total Portfolio
	(Dollars in Thousands)
Domestic
Commercial	$	5,180	$	1,369	$	1,842	$	1,490	$	8,391	$	765,425	$	773,816
Commercial real estate: other construction & land development	23,426		4,360		49,887		979		77,673		1,195,716		1,273,389
Commercial real estate: farmland & commercial	9,467		10,269		7,879		1,231		27,615		1,637,072		1,664,687
Commercial real estate: multifamily	450		—		411		—		861		120,738		121,599
Residential: first lien	6,207		2,757		10,295		9,382		19,259		476,463		495,722
Residential: junior lien	1,433		378		368		320		2,179		397,969		400,148
Consumer	1,643		408		912		866		2,963		91,146		94,109
Foreign	666		53		20		20		739		229,266		230,005
Total past due loans	$	48,472	$	19,594	$	71,614	$	14,288	$	139,680	$	4,913,795	$	5,053,475

The Company’s internal classified report is segregated into the following categories:  (i) “Special Review Credits,” (ii) “Watch List - Pass Credits,” or (iii) “Watch List - Substandard Credits.”  The loans placed in the “Special Review Credits” category reflect the Company’s opinion that the loans reflect potential weakness which require monitoring on a more frequent basis.  The “Special Review Credits” are reviewed and discussed on a regular basis with the credit department and the lending staff to determine if a change in category is warranted.  The loans placed in the “Watch List - Pass Credits” category reflect the Company’s opinion that the credit contains weaknesses which represent a greater degree of risk, which warrant “extra attention.”  The “Watch List — Pass Credits” are reviewed and discussed on a regular basis with the credit department and the lending staff to determine if a change in category is warranted.  The loans placed in the “Watch List — Substandard Credits” classification are considered to be potentially inadequately protected by the current sound worth and debt service capacity of the borrower or of any pledged collateral.  These credit obligations, even if apparently protected by collateral value, have shown defined weaknesses related to adverse financial, managerial, economic, market or political conditions which may jeopardize repayment of principal and interest.  Furthermore, there is the possibility that some future loss could be sustained by the Company if such weaknesses are not corrected.  For loans that are classified as impaired, management evaluates these credits under Statement of Financial Accounting Standards No. 114, “Accounting by Creditors for Impairment of a Loan,” now included as part of ASC 310-10, “Receivables,” criteria and, if deemed necessary, a specific reserve is allocated to the credit.  The specific reserve allocated under ASC 310-10, is based on (i) the present value of expected future cash flows discounted at the loan’s effective interest rate; (ii) the loan’s observable market price; or (iii) the fair value of the collateral if the loan is collateral dependent.  Substantially all of the Company’s loans evaluated as impaired under ASC 310-10 are measured using the fair value of collateral method.  In limited cases, the Company may use other methods to determine the specific reserve of a loan under ASC 310-10 if such loan is not collateral dependent.

The allowance based on historical loss experience on the Company’s remaining loan portfolio, which includes the “Special Review Credits,” “Watch List - Pass Credits,” and “Watch List - Substandard Credits” is determined by segregating the remaining loan portfolio into certain categories such as commercial loans, installment loans, international loans, loan concentrations and overdrafts.  Installment loans are then further segregated by number of days past due.  A historical loss percentage, adjusted for (i) management’s evaluation of changes in lending policies and procedures, (ii) current economic conditions in the market area served by the Company, (iii) other risk factors, (iv) the effectiveness of the internal loan review function, (v) changes in loan portfolios, and (vi) the composition and concentration of credit volume is applied to each category.  Each category is then added together to determine the allowance allocated under ASC 450-20.

A summary of the loan portfolio by credit quality indicator by loan class at March 31, 2012 and December 31, 2011 is as follows:

			March 31, 2012
	Pass		Special Review		Watch List - Pass		Watch List - Substandard		Watch List - Impaired
			(Dollars in Thousands)
Domestic
Commercial	$	686,900	$	5,488	$	6,140	$	74,298	$	26,809
Commercial real estate: other construction & land development	1,076,334		75,585		14,857		31,870		70,500
Commercial real estate: farmland & commercial	1,421,917		83,062		41,502		22,676		26,564
Commercial real estate: multifamily	100,791		—		—		57		397
Residential: first lien	467,469		130		309		6,561		2,230
Residential: junior lien	385,168		—		314		3		2,003
Consumer	86,494		—		39		—		1,127
Foreign	217,791		—		51		—		46
Total	$	4,442,864	$	164,265	$	63,212	$	135,465	$	129,676

			December 31, 2011
	Pass		Special Review		Watch List - Pass		Watch List - Substandard		Watch List - Impaired
			(Dollars in Thousands)
Domestic
Commercial	$	655,154	$	5,279	$	6,361	$	79,419	$	27,603
Commercial real estate: other construction & land development	1,058,843		76,722		11,083		66,313		60,428
Commercial real estate: farmland & commercial	1,449,822		83,581		40,510		48,543		42,231
Commercial real estate: multifamily	121,188		—		—		—		411
Residential: first lien	490,924		132		974		1,402		2,290
Residential: junior lien	397,861		—		319		6		1,962
Consumer	92,714		—		41		20		1,334
Foreign	229,898		—		61		—		46
Total	$	4,496,404	$	165,714	$	59,349	$	195,703	$	136,305

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Loans

3 Months Ended

Mar. 31, 2012

Loans

Loans

Note 3— Loans

A summary of net loans, by loan type at March 31, 2012 and December 31, 2011 is as follows:

	March 31,		December 31,
	2012		2011
	(Dollars in Thousands)
Commercial, financial and agricultural	$	2,496,601	$	2,560,102
Real estate — mortgage	864,187		895,870
Real estate — construction	1,269,146		1,273,389
Consumer	87,660		94,109
Foreign	217,888		230,005
Total loans	$	4,935,482	$	5,053,475

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Allowance for Probable Loan Losses (Tables)

3 Months Ended

Mar. 31, 2012

Allowance for Probable Loan Losses

Summary of the transactions in the allowance for probable loan losses

	2012
	Domestic																					Foreign
	Commercial			Commercial real estate: other construction & land development			Commercial real estate: farmland & commercial			Commercial real estate: multifamily			Residential: first lien			Residential: junior lien			Consumer			Foreign		Total
	(Dollars in Thousands)
Balance at December 31,	$	26,617		$	19,940		$	24,227		$	1,003		$	4,562		$	4,760		$	1,724		$	1,359	$	84,192
Losses charge to allowance	(3,424		)	(71		)	(7,994		)	—			(36		)	(312		)	(247		)	—		(12,084		)
Recoveries credited to allowance	1,244			5			31			—			2			45			61			—		1,388
Net losses charged to allowance	(2,180		)	(66		)	(7.963		)	—			(34		)	(267		)	(186		)	—		(10,696		)
Provision charged to operations	140			(108		)	5,546			(154		)	(149		)	12			64			64		5,285
Balance at March 31,	$	24,577		$	19,766		$	21,810		$	849		$	4,379		$	4,505		$	1,602		$	1,293	$	78,781

	2011
	Domestic																			Foreign
	Commercial			Commercial real estate: other construction & land development			Commercial real estate: farmland & commercial		Commercial real estate: multifamily		Residential: first lien			Residential: junior lien			Consumer			Foreign			Total
	(Dollars in Thousands)
Balance at December 31,	$	22,046		$	26,695		$	16,340	$	53	$	10,059		$	2,611		$	6,241		$	437		$	84,482
Losses charge to allowance	(327		)	(941		)	—		—		(21		)	(235		)	(2,936		)	(9		)	(4,469		)
Recoveries credited to allowance	121			3			134		—		2			197			847			—			1,304
Net losses charged to allowance	(206		)	(938		)	134		—		(19		)	(38		)	(2,089		)	(9		)	(3,165		)
Provision charged to operations	1,801			5,714			2,088		178		(5,599		)	1,700			(1,942		)	140			4,080
Balance at March 31,	$	23,641		$	31,471		$	18,562	$	231	$	4,441		$	4,273		$	2,210		$	568		$	85,397

Loans individually or collectively evaluated for impairment and related allowance, by loan class

	March 31, 2012
	Loans individually evaluated for impairment				Loans collectively evaluated for impairment
	(Dollars in Thousands)
	Recorded Investment		Allowance		Recorded Investment		Allowance
Domestic
Commercial	$	26,809	$	14,372	$	772,826	$	10,205
Commercial real estate: other construction & land development	70,500		7,641		1,198,646		12,125
Commercial real estate: farmland & commercial	26,564		5,902		1,569,157		15,908
Commercial real estate: multifamily	397		—		100,848		849
Residential: first lien	2,230		23		474,469		4,356
Residential: junior lien	2,003		—		385,485		4,505
Consumer	1,127		—		86,533		1,602
Foreign	46		—		217,842		1,293
Total	$	129,676	$	27,938	$	4,805,806	$	50,843

	December 31, 2011
	Loans individually evaluated for impairment				Loans collectively evaluated for impairment
	(Dollars in Thousands)
	Recorded Investment		Allowance		Recorded Investment		Allowance
Domestic
Commercial	$	27,603	$	14,402	$	746,213	$	12,215
Commercial real estate: other construction & land development	60,428		3,073		1,212,961		16,867
Commercial real estate: farmland & commercial	42,231		9,754		1,622,456		14,473
Commercial real estate: multifamily	411		—		121,188		1,003
Residential: first lien	2,290		23		493,432		4,539
Residential: junior lien	1,962		—		398,186		4,760
Consumer	1,334		—		92,775		1,724
Foreign	46		—		229,959		1,359
Total	$	136,305	$	27,252	$	4,917,170	$	56,940

Loans accounted on non-accrual basis, by loan class

	March 31, 2012		December 31, 2011
	(Dollars in Thousands)
Domestic
Commercial	$	25,931	$	26,819
Commercial real estate: other construction & land development	64,408		54,336
Commercial real estate: farmland & commercial	24,301		34,910
Commercial real estate: multifamily	397		411
Residential: first lien	1,722		1,848
Residential: junior lien	155		135
Consumer	42		46
Foreign	—		—
Total non-accrual loans	$	116,956	$	118,505

Impaired loans, by loan class

	March 31, 2012
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Recognized
	(Dollars in Thousands)
Loans with Related Allowance
Domestic
Commercial	$	23,373	$	23,373	$	14,372	$	23,688	$	10
Commercial real estate: other construction & land development	34,488		34,505		7,641		34,694		—
Commercial real estate: farmland & commercial	13,467		13,526		5,902		13,516		—
Residential: first lien	204		204		23		205		—
Total impaired loans with related allowance	$	71,532	$	71,608	$	27,938	$	72,103	$	10

	March 31, 2012
	Recorded Investment		Unpaid Principal Balance		Average Recorded Investment		Interest Recognized
	(Dollars in Thousands)
Loans with No Related Allowance
Domestic
Commercial	$	3,436	$	3,605	$	3,453	$	—
Commercial real estate: other construction & land development	36,012		36,084		35,760		58
Commercial real estate: farmland & commercial	13,097		13,690		13,137		31
Commercial real estate: multifamily	397		397		402		—
Residential: first lien	2,026		2,062		1,886		5
Residential: junior lien	2,003		2,013		1,997		27
Consumer	1,127		1,129		1,334		—
Foreign	46		46		46		—
Total impaired loans with no related allowance	$	58,144	$	59,026	$	58,015	$	121

	December 31, 2011
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Recognized
	(Dollars in Thousands)
Loans with Related Allowance
Domestic
Commercial	$	24,108	$	24,108	$	14,402	$	24,145	$	41
Commercial real estate: other construction & land development	34,417		34,432		3,073		34,709		—
Commercial real estate: farmland & commercial	28,636		28,671		9,754		28,883		817
Residential: first lien	208		208		23		214		—
Total impaired loans with related allowance	$	87,369	$	87,419	$	27,252	$	87,951	$	858

	December 31, 2011
	Recorded Investment		Unpaid Principal Balance		Average Recorded Investment		Interest Recognized
	(Dollars in Thousands)
Loans with No Related Allowance
Domestic
Commercial	$	3,495	$	3,932	$	3,942	$	20
Commercial real estate: other construction & land development	26,011		26,112		27,722		128
Commercial real estate: farmland & commercial	13,595		15,394		16,271		102
Commercial real estate: multifamily	411		411		439		—
Residential: first lien	2,082		2,220		2,230		27
Residential: junior lien	1,962		1,970		1,980		118
Consumer	1,334		1,338		1,729		—
Foreign	46		46		46		4
Total impaired loans with no related allowance	$	48,936	$	51,423	$	54,359	$	399

Information regarding the aging of past due loans, by loan class

	March 31, 2012
	30 – 59 Days		60 – 89 Days		90 Days or Greater		90 Days or greater & still accruing		Total Past due		Current		Total Portfolio
	(Dollars in Thousands)
Domestic
Commercial	$	4,715	$	2,737	$	1,478	$	1,383	$	8,930	$	790,705	$	799,635
Commercial real estate: other construction & land development	4,215		19,397		62,279		391		85,891		1,183,255		1,269,146
Commercial real estate: farmland & commercial	8,613		8,416		15,537		3,698		32,566		1,563,155		1,595,721
Commercial real estate: multifamily	370		—		397		—		767		100,478		101,245
Residential: first lien	5,319		3,662		10,367		9,256		19,348		457,351		476,699
Residential: junior lien	865		104		421		332		1,390		386,098		387,488
Consumer	1,339		526		762		719		2,627		85,033		87,660
Foreign	1,896		93		2		2		1,991		215,897		217,888
Total past due loans	$	27,332	$	34,935	$	91,243	$	15,781	$	153,510	$	4,781,972	$	4,935,482

	December 31, 2011
	30 – 59 Days		60 – 89 Days		90 Days or Greater		90 Days or greater & still accruing		Total Past due		Current		Total Portfolio
	(Dollars in Thousands)
Domestic
Commercial	$	5,180	$	1,369	$	1,842	$	1,490	$	8,391	$	765,425	$	773,816
Commercial real estate: other construction & land development	23,426		4,360		49,887		979		77,673		1,195,716		1,273,389
Commercial real estate: farmland & commercial	9,467		10,269		7,879		1,231		27,615		1,637,072		1,664,687
Commercial real estate: multifamily	450		—		411		—		861		120,738		121,599
Residential: first lien	6,207		2,757		10,295		9,382		19,259		476,463		495,722
Residential: junior lien	1,433		378		368		320		2,179		397,969		400,148
Consumer	1,643		408		912		866		2,963		91,146		94,109
Foreign	666		53		20		20		739		229,266		230,005
Total past due loans	$	48,472	$	19,594	$	71,614	$	14,288	$	139,680	$	4,913,795	$	5,053,475

Summary of the loan portfolio by credit quality indicator, by loan class

			March 31, 2012
	Pass		Special Review		Watch List - Pass		Watch List - Substandard		Watch List - Impaired
			(Dollars in Thousands)
Domestic
Commercial	$	686,900	$	5,488	$	6,140	$	74,298	$	26,809
Commercial real estate: other construction & land development	1,076,334		75,585		14,857		31,870		70,500
Commercial real estate: farmland & commercial	1,421,917		83,062		41,502		22,676		26,564
Commercial real estate: multifamily	100,791		—		—		57		397
Residential: first lien	467,469		130		309		6,561		2,230
Residential: junior lien	385,168		—		314		3		2,003
Consumer	86,494		—		39		—		1,127
Foreign	217,791		—		51		—		46
Total	$	4,442,864	$	164,265	$	63,212	$	135,465	$	129,676

			December 31, 2011
	Pass		Special Review		Watch List - Pass		Watch List - Substandard		Watch List - Impaired
			(Dollars in Thousands)
Domestic
Commercial	$	655,154	$	5,279	$	6,361	$	79,419	$	27,603
Commercial real estate: other construction & land development	1,058,843		76,722		11,083		66,313		60,428
Commercial real estate: farmland & commercial	1,449,822		83,581		40,510		48,543		42,231
Commercial real estate: multifamily	121,188		—		—		—		411
Residential: first lien	490,924		132		974		1,402		2,290
Residential: junior lien	397,861		—		319		6		1,962
Consumer	92,714		—		41		20		1,334
Foreign	229,898		—		61		—		46
Total	$	4,496,404	$	165,714	$	59,349	$	195,703	$	136,305

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Capital Ratios

3 Months Ended

Mar. 31, 2012

Capital Ratios

Capital Ratios

Note 11 — Capital Ratios

The Company had a Tier 1 capital to average total asset (leverage) ratio of 12.62% and 12.74%, risk-weighted Tier 1 capital ratio of 23.08% and 22.73% and risk-weighted total capital ratio of 24.33% and 23.99% at March 31, 2012 and December 31, 2011, respectively.  The identified intangibles and goodwill of $293,619,000 as of March 31, 2012, recorded in connection with the acquisitions made by the Company, are deducted from the sum of core capital elements when determining the capital ratios of the Company.  Under applicable regulatory guidelines, the Capital Securities issued by the Trusts qualify as Tier 1 capital up to a maximum of 25% of tier 1 capital on an aggregate basis.  Any amount that exceeds the 25% threshold qualifies as Tier 2 capital.  As of March 31, 2012, the total of $190,726,000 of the Capital Securities outstanding qualified as Tier 1 capital.  The Company actively monitors the regulatory capital ratios to ensure that the Company’s bank subsidiaries are well capitalized under the regulatory framework.

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Other Borrowed Funds

3 Months Ended

Mar. 31, 2012

Other Borrowed Funds

Other Borrowed Funds

Note 7 — Other Borrowed Funds

Other borrowed funds include Federal Home Loan Bank borrowings, which are short-term and long-term borrowings issued by the FHLB of Dallas at the market price offered at the time of funding.  These borrowings are secured by residential mortgage-backed investment securities and a portion of the Company’s loan portfolio.  At March 31, 2012, other borrowed funds totaled $198,128,000, a decrease of 59.9% from $494,161,000 at December 31, 2011.  The decrease in other borrowed funds can be attributed to the use of funds generated from the sale of mortgage-backed securities to facilitate a re-positioning of the Company’s investment portfolio.

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Stock Options

3 Months Ended

Mar. 31, 2012

Stock Options

Stock Options

Note 5 — Stock Options

On April 1, 2005, the Board of Directors adopted the 2005 International Bancshares Corporation Stock Option Plan (the “2005 Plan”).  Effective May 19, 2008, the 2005 Plan was amended to increase the number of shares available for stock option grants under the 2005 Plan by 300,000 shares.  The 2005 Plan replaced the 1996 International Bancshares Corporation Key Contributor Stock Option Plan (the “1996 Plan”).  Under the 2005 Plan, both qualified incentive stock options (“ISOs”) and non-qualified stock options (“NQSOs”) may be granted.  Options granted may be exercisable for a period of up to 10 years from the date of grant, excluding ISOs granted to 10% shareholders, which may be exercisable for a period of up to only five years.  As of March 31, 2012, 35,886 shares were available for future grants under the 2005 Plan.

A summary of option activity under the stock option plans for the three months ended March 31, 2012 is as follows:

	Number of options	Weighted average exercise price		Weighted average remaining contractual term (years)	Aggregate intrinsic value ($)
					(Dollars in Thousands)
Options outstanding at December 31, 2011	844,721	$	19.08
Plus: Options granted	—	—
Less:
Options exercised	935	10.40
Options expired	—	—
Options forfeited	26,021	22.07
Options outstanding at March 31, 2012	817,765	$	19.00	4.32	$	3,149
Options fully vested and exercisable at March 31, 2012	365,578	24.83		2.13	291

Stock-based compensation expense included in the consolidated statements of income for the three months ended March 31, 2012 and March 31, 2011 was approximately $131,000 and $102,000, respectively.  As of March 31, 2012, there was approximately $1,183,000 of total unrecognized stock-based compensation cost related to non-vested options granted under the Company plans that will be recognized over a weighted average period of 1.9 years.

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Investment Securities

3 Months Ended

Mar. 31, 2012

Investment Securities

Investment Securities

Note 6 - Investment Securities

The Company classifies debt and equity securities into one of three categories:  held-to maturity, available-for-sale, or trading.  Such securities are reassessed for appropriate classification at each reporting date.  Securities classified as “held-to-maturity” are carried at amortized cost for financial statement reporting, while securities classified as “available-for-sale” and “trading” are carried at their fair value.  Unrealized holding gains and losses are included in net income for those securities classified as “trading”, while unrealized holding gains and losses related to those securities classified as “available-for-sale” are excluded from net income and reported net of tax as other comprehensive income (loss) and accumulated other comprehensive income (loss) until realized, or in the case of losses, when deemed other than temporary.

The amortized cost and estimated fair value by type of investment security at March 31, 2012 are as follows:

	Held to Maturity
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Carrying Value
	(Dollars in Thousands)
Other securities	$	3,325	$	—	$	—	$	3,325	$	3,325
Total investment securities	$	3,325	$	—	$	—	$	3,325	$	3,325

	Available for Sale
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Carrying Value (1)
	(Dollars in Thousands)
U.S. government agency obligations	$	23,987	$	43	$	—		$	24,030	$	24,030
Residential mortgage-backed securities	4,736,322		124,913		(23,227		)	4,838,008		4,838,008
Obligations of states and political subdivisions	198,957		17,534		(1,119		)	215,372		215,372
Equity securities	18,825		1,292		(43		)	20,074		20,074
Total investment securities	$	4,978,091	$	143,782	$	(24,389	)	$	5,097,484	$	5,097,484

(1)Included in the carrying value of residential mortgage-backed securities are $2,810,151 of mortgage-backed securities issued by Ginnie Mae, $1,990,836,of mortgage-backed securities issued by Fannie Mae and Freddie Mac and $37,021 issued by non-government entities

The amortized cost and estimated fair value by type of investment security at December 31, 2011 are as follows:

	Held to Maturity
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Carrying Value
	(Dollars in Thousands)
Other securities	$	2,450	$	—	$	—	$	2,450	$	2,450
Total investment securities	$	2,450	$	—	$	—	$	2,450	$	2,450

	Available for Sale
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Carrying Value (1)
	(Dollars in Thousands)
Residential mortgage-backed securities	$	4,851,747	$	128,196	$	(10,680	)	$	4,969,263	$	4,969,263
Obligations of states and political subdivisions	211,523		14,449		(1,211		)	224,761		224,761
Equity securities	18,825		1,115		(49		)	19,891		19,891
Total investment securities	$	5,082,095	$	143,760	$	(11,940	)	$	5,213,915	$	5,213,915

(1)Included in the carrying value of residential mortgage-backed securities are $3,008,935 of mortgage-backed securities issued by Ginnie Mae, $1,920,723 of mortgage-backed securities issued by Fannie Mae and Freddie Mac and $39,605 issued by non-government entities

The amortized cost and estimated fair value of investment securities at March 31, 2012, by contractual maturity, are shown below.  Expected maturities will differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties.

	Held to Maturity				Available for Sale
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(Dollars in Thousands)
Due in one year or less	$	925	$	925	$	—	$	—
Due after one year through five years	2,400		2,400		—		—
Due after five years through ten years	—		—		25,560		25,706
Due after ten years	—		—		197,384		213,696
Residential mortgage-backed securities	—		—		4,736,322		4,838,008
Equity securities	—		—		18,825		20,074
Total investment securities	$	3,325	$	3,325	$	4,978,091	$	5,097,484

Residential mortgage-backed securities are securities issued by Freddie Mac, Fannie Mae, Ginnie Mae or non-government entities.  Investments in residential mortgage-backed securities issued by Ginnie Mae are fully guaranteed by the U.S. Government.  Investments in mortgage-backed securities issued by Freddie Mac and Fannie Mae are not fully guaranteed by the U.S. Government, however, the Company believes that the quality of the bonds is similar to other AAA rated bonds with limited credit risk, particularly given the placement of Fannie Mae and Freddie Mac into conservatorship by the federal government in early September 2008.

The amortized cost and fair value of available for sale investment securities pledged to qualify for fiduciary powers, to secure public monies as required by law, repurchase agreements and short-term fixed borrowings was $2,711,642,000 and $2,802,863,000, respectively, at March 31, 2012.

Proceeds from the sale of securities available-for-sale were $17,331,000 for the three months ended March 31, 2012, which included $0 of mortgage-backed securities. Gross gains of $1,173,000 and gross losses of $(1,000) were realized on the sales for the three months ended March 31, 2012.  Proceeds from the sale of securities available-for-sale were $352,679,000 for the three months ended March 31, 2011, which included $350,095,000 of mortgage-backed securities. Gross gains of $1,435,000 and gross losses of $(19,000) were realized on the sales for the three months ended March 31, 2011.

Gross unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2012, were as follows:

	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(Dollars in Thousands)
Available for sale:
Residential mortgage-backed securities	$	857,033	$	(11,083	)	$	37,021	$	(12,144	)	$	894,054	$	(23,227	)
Obligations of states and political subdivisions	8,550		(210		)	3,607		(909		)	12,157		(1,119		)
Other equity securities	4,976		(24		)	56		(19		)	5,032		(43		)
	$	870,559	$	(11,317	)	$	40,684	$	(13,072	)	$	911,243	$	(24,389	)

Gross unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2011 were as follows:

	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(Dollars in Thousands)
Available for sale:
Residential mortgage-backed securities	$	—	$	—		$	39,605	$	(10,680	)	$	39,605	$	(10,680	)
Obligations of states and political subdivisions	9,531		(315		)	3,398		(896		)	12,929		(1,211		)
Equity securities	3,485		(16		)	42		(33		)	3,527		(49		)
	$	13,016	$	(331	)	$	43,045	$	(11,609	)	$	56,061	$	(11,940	)

The unrealized losses on investments in residential mortgage-backed securities are primarily caused by changes in market interest rates.  Residential mortgage-backed securities are primarily securities issued by Freddie Mac, Fannie Mae and Ginnie Mae.  Investments in mortgage-backed securities issued by Ginnie Mae are fully guaranteed by the U.S. Government.  Investments in mortgage-backed securities issued by Freddie Mac and Fannie Mae are not fully guaranteed by the U.S. Government, however, the Company believes that the quality of the bonds is similar to other AAA rated bonds with limited credit risk, particularly given the placement of Fannie Mae and Freddie Mac into conservatorship by the federal government in early September 2008.  The decrease in fair value on residential mortgage-backed securities issued by Freddie Mac, Fannie Mae and Ginnie Mae is due to market interest rates.  The Company has no intent to sell such mortgage-backed securities, and will more than likely not be required to sell such securities before a market price recovery or maturity of the securities; therefore, it is the conclusion of the Company that the investments in residential mortgage-backed securities issued by Freddie Mac, Fannie Mae and Ginnie Mae are not considered other-than-temporarily impaired.  In addition, the Company has a small investment in non-agency residential mortgage-backed securities that have strong credit backgrounds and include additional credit enhancements to protect the Company from losses arising from high foreclosure rates.  These securities have additional market volatility beyond economically induced interest rate events.  It is the conclusion of the Company that the investments in non-agency residential mortgage-backed securities are other-than-temporarily impaired due to both credit and other than credit issues.  Impairment charges of $186,000 ($121,000, after tax) and $249,000 ($162,000, after tax) were recorded for the quarters ended March 31, 2012 and 2011, respectively.  The impairment charge represents the credit related impairment on the securities.

The unrealized losses on investments in other securities are caused by fluctuations in market interest rates.  The underlying cash obligations of the securities are guaranteed by the entity underwriting the debt instrument.  It is the belief of the Company that the entity issuing the debt will honor its interest payment schedule, as well as the full debt at maturity.  The securities are purchased by the Company for their economic value.  The decrease in fair value is primarily due to market interest rates and not other factors, and because the Company has no intent to sell and will more than likely not be required to sell before a market price recovery or maturity of the securities, it is the conclusion of the Company that the investments are not considered other-than-temporarily impaired.

The following table presents a reconciliation of credit-related impairment charges on available-for-sale investments recognized in earnings for the three months ended March 31, 2012 and 2011, respectively (Dollars in Thousands):

Balance at December 31, 2011	$	9,393
Impairment charges recognized in earnings during period	186
Balance at March 31, 2012	$	9,579

Balance at December 31, 2010	$	8,416
Impairment charges recognized in earnings during period	249
Balance at March 31, 2011	$	8,665

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Junior Subordinated Interest Deferrable Debentures

3 Months Ended

Mar. 31, 2012

Junior Subordinated Interest Deferrable Debentures

Junior Subordinated Interest Deferrable Debentures

Note 8 — Junior Subordinated Interest Deferrable Debentures

The Company has formed eight statutory business trusts under the laws of the State of Delaware, for the purpose of issuing trust preferred securities.  The eight statutory business trusts formed by the Company (the “Trusts”) have each issued Capital and Common Securities and invested the proceeds thereof in an equivalent amount of junior subordinated debentures (the “Debentures”) issued by the Company.  As of March 31, 2012 and December 31, 2011, the principal amount of debentures outstanding totaled $190,726,000.  As a result of the participation in the TARP Capital Purchase Program, the Company was not permitted, without the consent of the Treasury Department, to redeem any of the Debentures.  This restriction ceased to exist on December 23, 2011.  One half of the Trust I securities were redeemed on June 8, 2011 and the remaining one half of the Trust I securities were redeemed on July 1, 2011 with the consent of the Treasury Department.

The Debentures are subordinated and junior in right of payment to all present and future senior indebtedness (as defined in the respective indentures) of the Company, and are pari passu with one another.  The interest rate payable on, and the payment terms of the Debentures are the same as the distribution rate and payment terms of the respective issues of Capital and Common Securities issued by the Trusts.  The Company has fully and unconditionally guaranteed the obligations of each of the Trusts with respect to the Capital and Common Securities.  The Company has the right, unless an Event of Default (as defined in the Indentures) has occurred and is continuing, to defer payment of interest on the Debentures for up to twenty consecutive quarterly periods on Trusts VI, VII, VIII, IX, X, XI and XII.  If interest payments on any of the Debentures are deferred, distributions on both the Capital and Common Securities related to that Debenture would also be deferred.  The redemption prior to maturity of any of the Debentures may require the prior approval of the Federal Reserve and/or other regulatory bodies.

For financial reporting purposes, the Trusts are treated as investments of the Company and not consolidated in the consolidated financial statements.  Although the Capital Securities issued by each of the Trusts are not included as a component of shareholders’ equity on the consolidated statement of condition, the Capital Securities are treated as capital for regulatory purposes.  Specifically, under applicable regulatory guidelines, the Capital Securities issued by the Trusts qualify as Tier 1 capital up to a maximum of 25% of Tier 1 capital on an aggregate basis.  Any amount that exceeds the 25% threshold would qualify as Tier 2 capital.  At March 31, 2012 and December 31, 2011, the total $190,726,000, of the Capital Securities outstanding qualified as Tier 1 capital.

The following table illustrates key information about each of the Capital and Common Securities and their interest rate at March 31, 2012:

	Junior Subordinated Deferrable Interest Debentures		Repricing Frequency	Interest Rate		Interest Rate Index	Maturity Date	Optional Redemption Date
	(In Thousands)
Trust VI	$	25,774	Quarterly	3.95	%	LIBOR + 3.45	November 2032	August 2012
Trust VII	10,310		Quarterly	3.80	%	LIBOR + 3.25	April 2033	July 2012
Trust VIII	25,774		Quarterly	3.62	%	LIBOR + 3.05	October 2033	July 2012
Trust IX	41,238		Quarterly	2.20	%	LIBOR + 1.62	October 2036	July 2012
Trust X	34,021		Quarterly	2.20	%	LIBOR + 1.65	February 2037	August 2012
Trust XI	32,990		Fixed	6.82	%(1)	Fixed	July 2037	July 2012
Trust XII	20,619		Fixed	6.85	%(1)	Fixed	September 2037	September  2012
	$	190,726

(1) Trust XI and XII accrue interest at a fixed rate for the first five years, then floating at LIBOR + 1.62% and 1.45% thereafter, respectively.

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Allowance for Probable Loan Losses (Details 3) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Loan loss allowances, financing receivable past due
Non-accrual loans, total	$ 116,956	$ 118,505
Commercial
Loan loss allowances, financing receivable past due
Non-accrual loans, total	25,931	26,819
Commercial real estate: other construction and land development
Loan loss allowances, financing receivable past due
Non-accrual loans, total	64,408	54,336
Commercial real estate: farmland and commercial
Loan loss allowances, financing receivable past due
Non-accrual loans, total	24,301	34,910
Commercial real estate: multifamily
Loan loss allowances, financing receivable past due
Non-accrual loans, total	397	411
Residential: first lien
Loan loss allowances, financing receivable past due
Non-accrual loans, total	1,722	1,848
Residential: junior lien
Loan loss allowances, financing receivable past due
Non-accrual loans, total	155	135
Consumer
Loan loss allowances, financing receivable past due
Non-accrual loans, total	$ 42	$ 46

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2012

Fair Value Measurements

Assets and liabilities measured at fair value on a recurring basis

			Fair Value Measurements at Reporting Date Using
			(in thousands)
	Assets/Liabilities Measured at Fair Value		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	March 31, 2012		(Level 1)		(Level 2)		(Level 3)
Measured on a recurring basis:
Assets:
U.S. Government agency obligations	$	24,030	$	—	$	24,030	$	—
Residential mortgage-backed securities	4,838,008		—		4,800,987		37,021
States and political subdivisions	215,372		—		215,372		—
Other	20,074		20,074		—		—

The following table represents assets and liabilities reported on the consolidated balance sheets at their fair value as of December 31, 2011 by level within the fair value measurement hierarchy:

			Fair Value Measurements at Reporting Date Using
			(in thousands)
	Assets/Liabilities Measured at Fair Value December 31, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Measured on a recurring basis:
Assets:
Residential mortgage-backed securities	$	4,969,263	$	—	$	4,929,658	$	39,605
States and political subdivisions	224,761		—		224,761		—
Other	19,891		19,891		—		—

Reconciliation of activity for mortgage-backed securities on a net basis

Balance at December 31, 2011	$	39,605
Principal paydowns	(934		)
Total unrealized gains (losses) included in:
Other comprehensive income	(1,464		)
Impairment realized	(186		)
Balance at March 31, 2012	$	37,021

Assets measured at fair value on a non-recurring basis

:

			Fair Value Measurements at Reporting Date Using
			(in thousands)
	Assets/Liabilities Measured at Fair Value		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Provision During
	March 31, 2012		(Level 1)		(Level 2)		(Level 3)		Period
Measured on a non-recurring basis:
Assets:
Impaired loans	$	41,208	$	—	$	—	$	41,208	$	5,736
Other real estate owned	6,282		—		—		6,282		427

The following table represents financial instruments measured at fair value on a non-recurring basis as of December 31, 2011 by level within the fair value measurement hierarchy:

			Fair Value Measurements at Reporting Date Using
			(in thousands)
	Assets/Liabilities Measured at Fair Value December 31,		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Provision During the
	2011		(Level 1)		(Level 2)		(Level 3)		Period
Measured on a non-recurring basis:
Assets:
Impaired loans	$	81,723	$	—	$	—	$	81,723	$	15,457
Other real estate owned	34,631		—		—		34,631		9,509

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Junior Subordinated Interest Deferrable Debentures (Tables)

3 Months Ended

Mar. 31, 2012

Junior Subordinated Interest Deferrable Debentures

Junior subordinated deferrable interest debentures, major types of business trusts

	Junior Subordinated Deferrable Interest Debentures		Repricing Frequency	Interest Rate		Interest Rate Index	Maturity Date	Optional Redemption Date
	(In Thousands)
Trust VI	$	25,774	Quarterly	3.95	%	LIBOR + 3.45	November 2032	August 2012
Trust VII	10,310		Quarterly	3.80	%	LIBOR + 3.25	April 2033	July 2012
Trust VIII	25,774		Quarterly	3.62	%	LIBOR + 3.05	October 2033	July 2012
Trust IX	41,238		Quarterly	2.20	%	LIBOR + 1.62	October 2036	July 2012
Trust X	34,021		Quarterly	2.20	%	LIBOR + 1.65	February 2037	August 2012
Trust XI	32,990		Fixed	6.82	%(1)	Fixed	July 2037	July 2012
Trust XII	20,619		Fixed	6.85	%(1)	Fixed	September 2037	September  2012
	$	190,726

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Investment Securities (Details 3) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Available for sale:
Fair value, less than 12 months	$ 870,559	$ 13,016
Unrealized losses, less than 12 months	(11,317)	(331)
Fair value, 12 months or more	40,684	43,045
Unrealized losses, 12 months or more	(13,072)	(11,609)
Fair value, total	911,243	56,061
Unrealized losses, total	(24,389)	(11,940)
Residential mortgage-backed securities
Available for sale:
Fair value, less than 12 months	857,033
Unrealized losses, less than 12 months	(11,083)
Fair value, 12 months or more	37,021	39,605
Unrealized losses, 12 months or more	(12,144)	(10,680)
Fair value, total	894,054	39,605
Unrealized losses, total	(23,227)	(10,680)
Obligations of states and political subdivisions
Available for sale:
Fair value, less than 12 months	8,550	9,531
Unrealized losses, less than 12 months	(210)	(315)
Fair value, 12 months or more	3,607	3,398
Unrealized losses, 12 months or more	(909)	(896)
Fair value, total	12,157	12,929
Unrealized losses, total	(1,119)	(1,211)
Equity Securities
Available for sale:
Fair value, less than 12 months		3,485
Unrealized losses, less than 12 months		(16)
Fair value, 12 months or more		42
Unrealized losses, 12 months or more		(33)
Fair value, total		3,527
Unrealized losses, total		(49)
Other equity securities
Available for sale:
Fair value, less than 12 months	4,976
Unrealized losses, less than 12 months	(24)
Fair value, 12 months or more	56
Unrealized losses, 12 months or more	(19)
Fair value, total	5,032
Unrealized losses, total	$ (43)

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Consolidated Statements of Income (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Consolidated Statements of Income
Other-than-temporary impairment charges	$ 1,649	$ 1,309
Other comprehensive income	$ 1,464	$ 1,060

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Fair Value Measurements

3 Months Ended

Mar. 31, 2012

Fair Value Measurements

Fair Value Measurements

Note 2 — Fair Value Measurements

ASC Topic 820,”Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  ASC 820 applies to all financial instruments that are being measured and reported on a fair value basis.  ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; it also establishes a fair value hierarchy that prioritizes the inputs used in valuation methodologies into the following three levels:

·Level 1 Inputs — Unadjusted quoted prices in active markets for identical assets or liabilities.

·Level 2 Inputs — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

·Level 3 Inputs — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.  Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or other valuation techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy is set forth below.

The following table represents assets and liabilities reported on the consolidated balance sheets at their fair value as of March 31, 2012 by level within the fair value measurement hierarchy:

			Fair Value Measurements at Reporting Date Using
			(in thousands)
	Assets/Liabilities Measured at Fair Value		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	March 31, 2012		(Level 1)		(Level 2)		(Level 3)
Measured on a recurring basis:
Assets:
U.S. Government agency obligations	$	24,030	$	—	$	24,030	$	—
Residential mortgage-backed securities	4,838,008		—		4,800,987		37,021
States and political subdivisions	215,372		—		215,372		—
Other	20,074		20,074		—		—

The following table represents assets and liabilities reported on the consolidated balance sheets at their fair value as of December 31, 2011 by level within the fair value measurement hierarchy:

			Fair Value Measurements at Reporting Date Using
			(in thousands)
	Assets/Liabilities Measured at Fair Value December 31, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Measured on a recurring basis:
Assets:
Residential mortgage-backed securities	$	4,969,263	$	—	$	4,929,658	$	39,605
States and political subdivisions	224,761		—		224,761		—
Other	19,891		19,891		—		—

Investment securities available-for-sale are classified within level 2 and level 3 of the valuation hierarchy, with the exception of certain equity investments that are classified within level 1.  For investments classified as level 2 in the fair value hierarchy, the Company obtains fair value measurements for investment securities from an independent pricing service.  The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things.  Investment securities classified as level 3 are non-agency mortgage-backed securities.  The non-agency mortgage-backed securities held by the Company are traded in inactive markets and markets that have experienced significant decreases in volume and level of activity, as evidenced by few recent transactions, a significant decline or absence of new issuances, price quotations that are not based on comparable securities transactions and wide bid-ask spreads among other factors.  As a result of the inability to use quoted market prices to determine fair value for these securities, the Company determined that fair value, as determined by level 3 inputs in the fair value hierarchy, is more appropriate for financial reporting and more consistent with the expected performance of the investments.  For the investments classified within level 3 of the fair value hierarchy, the Company used a discounted cash flow model to determine fair value.  Inputs in the model included both historical performance and expected future performance based on information currently available.

Assumptions used in the discounted cash flow model for the quarter ended March 31, 2012, were applied separately to those portions of the bonds where the underlying residential mortgage loans had performed under original contract terms for at least the prior 24 months and those where the underlying residential mortgages had not met the original contractual obligation for the same period.  Unobservable inputs included in the model are estimates on future principal prepayment rates, and default and loss severity rates.  For the portion of the bonds where the underlying residential mortgage had met the original contract terms for at least 24 months, the Company used the following estimates in the model: (i) a voluntary prepayment rate of 7%, (ii) a 1% default rate, (iii) a loss severity rate of 25%, and (iv) a discount rate of 13%.  The assumptions used in the model for the rest of the bonds included the following estimates:  (i) a voluntary prepayment rate of 2%, (ii) a default rate of 9%, (iii) a loss severity rate that starts at 60% for the first year then declines by 5% for the following five years and remains at 25% thereafter, and (iv) a discount rate of 13%.  The estimates used in the model to determine fair value are based on observable historical data of the underlying collateral.  The model anticipates that the housing market will gradually improve and that the underlying collateral will eventually all perform in accordance with the original contract terms on the bonds.  Should the number of loans in the underlying collateral that default and go into foreclosure or the severity of the losses in the underlying collateral significantly change, the results of the model would be impacted.  The Company will continue to evaluate the actual historical performance of the underlying collateral and will modify the assumptions used in the model as necessary.  As actual historical information has become more widely available to investors, the Company determined that this approach to the model was appropriate and therefore, modified the model that had been used in prior periods.  The change did not significantly impact the results of the model.

Assumptions used in the model for the year ended December 31, 2011, included estimates on future principal prepayment rates, default and loss severity rates.  The Company estimates that future principal prepayment rates will range from 4 — 5% and used a 13% discount rate.  Default rates used in the model were 10 — 11% for the first year and 7% thereafter, and loss severity rates started at 60% for the first year and are decreased by 10% for the following three years, then remain at 20% thereafter.

The following table presents a reconciliation of activity for such mortgage-backed securities on a net basis (Dollars in thousands):

Balance at December 31, 2011	$	39,605
Principal paydowns	(934		)
Total unrealized gains (losses) included in:
Other comprehensive income	(1,464		)
Impairment realized	(186		)
Balance at March 31, 2012	$	37,021

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis.  The instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

The following table represents financial instruments measured at fair value on a non-recurring basis as of March 31, 2012 by level within the fair value measurement hierarchy:

			Fair Value Measurements at Reporting Date Using
			(in thousands)
	Assets/Liabilities Measured at Fair Value		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Provision During
	March 31, 2012		(Level 1)		(Level 2)		(Level 3)		Period
Measured on a non-recurring basis:
Assets:
Impaired loans	$	41,208	$	—	$	—	$	41,208	$	5,736
Other real estate owned	6,282		—		—		6,282		427

The following table represents financial instruments measured at fair value on a non-recurring basis as of December 31, 2011 by level within the fair value measurement hierarchy:

			Fair Value Measurements at Reporting Date Using
			(in thousands)
	Assets/Liabilities Measured at Fair Value December 31,		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Provision During the
	2011		(Level 1)		(Level 2)		(Level 3)		Period
Measured on a non-recurring basis:
Assets:
Impaired loans	$	81,723	$	—	$	—	$	81,723	$	15,457
Other real estate owned	34,631		—		—		34,631		9,509

The Company’s assets measured at fair value on a non-recurring basis are limited to impaired loans and other real estate owned.  Impaired loans are classified within level 3 of the valuation hierarchy.  The fair value of impaired loans is derived in accordance with FASB ASC 310, “Receivables”.  The fair value of impaired loans is based on the fair value of the collateral, as determined through an external appraisal process, discounted based on internal criteria.  Impaired loans are primarily comprised of collateral-dependent commercial loans.   Impaired loans are remeasured and reported at fair value through a specific valuation allowance allocation of the allowance for probable loan losses based upon the fair value of the underlying collateral.

Other real estate owned is comprised of real estate acquired by foreclosure and deeds in lieu of foreclosure. Other real estate owned is carried at the lower of the recorded investment in the property or its fair value less estimated costs to sell such property (as determined by independent appraisal) within level 3 of the fair value hierarchy.  Prior to foreclosure, the value of the underlying loan is written down to the fair value of the real estate to be acquired by a charge to the allowance for probable loan losses, if necessary.  The fair value is reviewed periodically and subsequent write downs are made accordingly through a change to operations.  Other real estate owned is included in other assets on the consolidated financial statements.  For the three months ended March 31, 2012 and the twelve months ended December 31, 2011, the Company recorded $7,996,000 and $1,100,000 in charges to the allowance for probable loan losses in connection with loans transferred to other real estate owned.  For the three months ended March 31, 2012 and twelve months ended December 31, 2011, the Company recorded $427,000 and $9,509,000 in write downs in fair value in connection with other real estate owned.

The fair value estimates, methods, and assumptions for the Company’s financial instruments at March 31, 2012 and December 31, 2011 are outlined below.

Cash and Due From Banks

For these short-term instruments, the carrying amount is a reasonable estimate of fair value.

Investment Securities Held-to-Maturity

The carrying amounts of investments held-to-maturity approximate fair value.

Investment Securities

For investment securities, which include U.S. Treasury securities, obligations of other U.S. obtained government agencies, obligations of states and political subdivisions and mortgage pass through and related securities, fair values are obtained from an independent pricing service.  The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things.  See disclosures of fair value of investment securities in Note 6.

Loans

Fair values are estimated for portfolios of loans with similar financial characteristics.  Loans are segregated by type such as commercial, real estate and consumer loans as outlined by regulatory reporting guidelines.  Each category is segmented into fixed and variable interest rate terms and by performing and non-performing categories.

For variable rate performing loans, the carrying amount approximates the fair value.  For fixed rate performing loans, except residential mortgage loans, the fair value is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate risk inherent in the loan.  For performing residential mortgage loans, fair value is estimated by discounting contractual cash flows adjusted for prepayment estimates using discount rates based on secondary market sources or the primary origination market.  Fixed rate performing loans are within Level 3 of the fair value hierarchy.  At March 31, 2012, and December 31, 2011, the carrying amount of fixed rate performing loans was $1,237,058,000 and $1,173,548,000 respectively, and the estimated fair value was $1,194,431,000 and $1,200,837,000, respectively.

Accrued Interest

The carrying amounts of accrued interest approximate fair value.

Deposits

The fair value of deposits with no stated maturity, such as non-interest bearing demand deposit accounts, savings accounts and interest bearing demand deposit accounts, was equal to the amount payable on demand as of March 31, 2012 and December 31, 2011.  The fair value of time deposits is based on the discounted value of contractual cash flows.  The discount rate is based on currently offered rates.  Time deposits are within Level 3 of the fair value hierarchy.    At March 31, 2012 and December 31, 2011, the carrying amount of time deposits was $3,331,008,000 and $3,311,381,000, respectively, and the estimated fair value was $3,342,704,000 and $3,323,680,000, respectively.

Securities Sold Under Repurchase Agreements

Securities sold under repurchase agreements include both short and long-term maturities.  Due to the contractual terms of the short-term instruments, the carrying amounts approximated fair value at March 31, 2012 and December 31, 2011.  The fair value of the long-term instruments is based on established market spreads using option adjusted spreads methodology.  Long-term repurchase agreements are within level 3 of the fair value hierarchy.  At March 31, 2012 and December 31, 2011, the carrying amount of long-term repurchase agreements was $1,000,000,000 and the estimated fair value was $1,153,046,000 and $1,161,849,000, respectively.

Junior Subordinated Deferrable Interest Debentures

The Company currently has fixed and floating rate junior subordinated deferrable interest debentures outstanding.  Due to the contractual terms of the floating rate junior subordinated deferrable interest debentures, the carrying amounts approximated fair value at March 31, 2012 and December 31, 2011.  The fair value of the fixed rate junior subordinated deferrable interest debentures is based on established market spreads to similar debt instruments with similar characteristics to the debentures.  The fixed rate junior subordinated deferrable interest debentures are within level 2 of the fair value hierarchy.  At March 31, 2012 and December 31, 2011, the carrying amount of fixed rate junior subordinated deferrable interest debentures was $53,609,000 and $87,630,000, respectively, and the estimated fair value was $28,866,000 and $43,403,000, respectively.

Other Borrowed Funds

The company currently has short and long-term borrowings issued from the Federal Home Loan Bank (“FHLB”).  Due to the contractual terms of the short-term borrowings, the carrying amounts approximated fair value at March 31, 2012 and December 31, 2011.  The fair value of the long-term borrowings is based on established market spreads for similar types of borrowings.  The long-term borrowings are included in Level 2 of the fair value hierarchy.  At March 31, 2012 and December 31, 2011, the carrying amount of the long-term FHLB borrowings was $6,628,000, and $6,661,000, respectively, and the estimated fair value was $6,772,000 and $6,998,000, respectively.

Commitments to Extend Credit and Letters of Credit

Commitments to extend credit and fund letters of credit are principally at current interest rates and therefore the carrying amount approximates fair value.

Limitations

Fair value estimates are made at a point in time, based on relevant market information and information about the financial instrument.  These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument.  Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors.  These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision.  Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing on-and off-statement of condition financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments.  Other significant assets and liabilities that are not considered financial assets or liabilities include the bank premises and equipment and core deposit value.  In addition, the tax ramifications related to the effect of fair value estimates have not been considered in the above estimates.

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Basis of Presentation (Details)	3 Months Ended
	Mar. 31, 2012 entity segment
Basis of Presentation
Number of operating segments	1
Number of active operating bank subsidiaries	4

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Stock Options (Details) (2005 Plan Stock Options, USD $)	3 Months Ended
	Mar. 31, 2012 Y	Mar. 31, 2011
Stock option details
Increase in the Number of Authorized Shares	300,000
Maximum exercisable period for options granted (in years)	P10Y
Shares available for future grants	35,886
Stock-based compensation expense	$ 131,000	$ 102,000
Stock-based compensation cost, unrecognized, related to non-vested options	1,183,000
Stock-based compensation cost, unrecognized, related to non-vested options, weighted-average period of recognition (in years)	1.9
Stock option activity
Options outstanding at the beginning of the period (in shares)	844,721
Less:
Options exercised (in shares)	935
Options forfeited (in shares)	26,021
Options outstanding at the end of the period (in shares)	817,765
Options fully vested and exercisable at the end of the period (in shares)	365,578
Stock options, weighted average exercise price
Options outstanding at the beginning, weighted average exercise price (in dollars per share)	$ 19.08
Less:
Options exercised, weighted average exercise price (in dollars per share)	$ 10.40
Options forfeited, weighted average exercise price (in dollars per share)	$ 22.07
Options outstanding at the end, weighted average exercise price (in dollars per share)	$ 19.00
Options fully vested and exercisable at the end, weighted average exercise price (in dollars per share)	$ 24.83
Stock options, weighted average remaining contractual term (in years)
Options outstanding at the end, weighted average remaining contractual term (in years)	4.32
Options fully vested and exercisable at the end, weighted average remaining contractual term (in years)	2.13
Stock options, aggregate intrinsic value
Options outstanding at the end, aggregate intrinsic value	3,149,000
Options fully vested and exercisable at the end, aggregate intrinsic value	$ 291,000
Incentive stock options granted to 10% shareholders
Stock option details
Maximum exercisable period for options granted (in years)	P5Y

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Allowance for Probable Loan Losses (Policies)

3 Months Ended

Mar. 31, 2012

Allowance for Probable Loan Losses

Allowance for loan loss

The allowance for probable loan losses primarily consists of the aggregate loan loss allowances of the bank subsidiaries.  The allowances are established through charges to operations in the form of provisions for probable loan losses.  Loan losses or recoveries are charged or credited directly to the allowances.  The allowance for probable loan losses of each bank subsidiary is maintained at a level considered appropriate by management, based on estimated probable losses in the loan portfolio.  The allowance for probable loan losses is derived from the following elements:  (i) allowances established on specific loans, which are based on a review of the individual characteristics of each loan, including the customer’s ability to repay the loan, the underlying collateral values, and the industry in which the customer operates, (ii) allowances based on actual historical loss experience for similar types of loans in the Company’s loan portfolio, and (iii) allowances based on general economic conditions, changes in the mix of loans, company resources, border risk and credit quality indicators, among other things.  All segments of the loan portfolio continue to be impacted by the prolonged economic downturn.  Loans secured by real estate could be impacted negatively by the continued economic environment and resulting decrease in collateral values.  Consumer loans may be impacted by continued and prolonged unemployment rates.

The Company’s management continually reviews the allowance for loan losses of the bank subsidiaries using the amounts determined from the allowances established on specific loans, the allowance established on quantitative historical loss percentages, and the allowance based on qualitative data to establish an appropriate amount to maintain in the Company’s allowance for loan losses.  Should any of the factors considered by management in evaluating the adequacy of the allowance for probable loan losses change, the Company’s estimate of probable loan losses could also change, which could affect the level of future provisions for probable loan losses.  While the calculation of the allowance for probable loan losses utilizes management’s best judgment and all information available, the adequacy of the allowance is dependent on a variety of factors beyond the Company’s control, including, among other things, the performance of the entire loan portfolio, the economy, changes in interest rates and the view of regulatory authorities towards loan classifications.

The specific loan loss provision is determined using the following methods.  On a weekly basis, loan past due reports are reviewed by the servicing loan officer to determine if a loan has any potential problems and if a loan should be placed on the Company’s internal classified report.  Additionally, the Company’s credit department reviews the majority of the Company’s loans regardless of whether they are past due and segregates any loans with potential problems for further review.  The credit department will discuss the potential problem loans with the servicing loan officers to determine any relevant issues that were not discovered in the evaluation.  Also, an analysis of loans that is provided through examinations by regulatory authorities is considered in the review process.  After the above analysis is completed, the Company will determine if a loan should be placed on an internal classified report because of issues related to the analysis of the credit, credit documents, collateral and/or payment history.