UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2006

First Financial Bankshares, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Texas (State or Other Jurisdiction of Incorporation or Organization)		75-0944023 (I.R.S. Employer Identification No.)
400 Pine Street Abilene, Texas (Address of Principal Executive Offices)		79601 (Zip Code)
Registrant’s telephone number, including area code:		(325) 627-7155

Securities registered pursuant to Section 12(b) of the Act:

Title of Class		Name of Exchange on Which Registered
Common Stock, par value $0.01 per share		Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act:
None

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

     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 þ No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer þ      Accelerated filer o      Non-accelerated filer o

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

     As of June 30, 2006, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of voting and non-voting common stock held by non-affiliates was $707,000,000.

     As of February 23, 2007, there were 20,750,509 shares of Common Stock outstanding.

     Certain information called for by Part III is incorporated by reference to the Proxy Statement for the 2007 Annual Meeting of our shareholders, which will be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2006.

 

 

TABLE OF CONTENTS

				Page
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS					1
PART I
ITEM 1.		Business			1
ITEM 1A.		Risk Factors			12
ITEM 1B.		Unresolved Staff Comments			16
ITEM 2.		Properties			16
ITEM 3.		Legal Proceedings			16
ITEM 4.		Submission of Matters to a Vote of Security Holders			16
PART II
ITEM 5.		Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities			16
ITEM 6.		Selected Financial Data			18
ITEM 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
ITEM 7A.		Quantitative and Qualitative Disclosures About Market Risk			35
ITEM 8.		Financial Statements and Supplementary Data			36
ITEM 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			37
ITEM 9A.		Controls and Procedures			37
ITEM 9B.		Other Information			39
PART III
ITEM 10.		Directors, Executive Officers and Corporate Governance			40
ITEM 11.		Executive Compensation			40
ITEM 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			40
ITEM 13.		Certain Relationships and Related Transactions, and Director Independence			40
ITEM 14.		Principal Accounting Fees and Services			40
PART IV
ITEM 15.		Exhibits and Financial Statement Schedules			41
SIGNATURES					42
EXHIBIT INDEX					44

 i

CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS

     This Form 10-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used in this Form 10-K, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “predict,” “project,” and similar expressions, as they relate to us or our management, identify forward-looking statements. These forward-looking statements are based on information currently available to our management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited, to those listed in “Item 1A-Risk Factors” and the following:

	•		General economic conditions, including our local and national real estate markets;
	•		Legislative and regulatory actions and reforms;
	•		Competition from other financial institutions and financial holding companies;
	•		The effects of and changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board;
	•		Changes in the demand for loans;
	•		Fluctuations in value of collateral and loan reserves;
	•		Inflation, interest rate, market and monetary fluctuations;
	•		Changes in consumer spending, borrowing and savings habits;
	•		Our ability to attract deposits;
	•		Consequences of continued bank mergers and acquisitions in our market area, resulting in fewer but much larger and stronger competitors; and
	•		Acquisitions and integration of acquired businesses.

Such statements reflect the current views of our management with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this paragraph. We undertake no obligation to publicly update or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise.

PART I

ITEM 1. BUSINESS

General

     First Financial Bankshares, Inc., a Texas corporation, is a financial holding company registered under the Bank Holding Company Act of 1956, or BHCA. As such, we are supervised by the Board of Governors of the Federal Reserve System, or Federal Reserve Board, as well as several other state and federal regulators. We were formed as a bank holding company in 1956 under the original name F & M Operating Company, but our banking operations date back to 1890, when Farmers and Merchants National Bank opened for business in Abilene, Texas.

Through our wholly-owned Delaware subsidiary, First Financial Bankshares of Delaware, Inc., we own ten banks, a trust company and a technology operating company, all organized and located in Texas. These subsidiaries are:

	•		First Financial Bank, National Association, Abilene, Texas;
	•		First Technology Services, Inc., Abilene, Texas;
	•		First Financial Trust & Asset Management Company, National Association, Abilene, Texas;
	•		Hereford State Bank, Hereford, Texas;
	•		First National Bank, Sweetwater, Texas;
	•		First Financial Bank, National Association, Eastland, Texas;
	•		First Financial Bank, National Association, Cleburne, Texas;
	•		First Financial Bank, National Association, Stephenville, Texas;
	•		San Angelo National Bank, San Angelo, Texas;
	•		Weatherford National Bank, Weatherford, Texas;
	•		First Financial Bank, National Association, Southlake, Texas; and
	•		City National Bank, Mineral Wells, Texas.

     Through our subsidiary banks, we conduct a full-service commercial banking business. Our service centers are located primarily in North Central and West Texas. Considering the branches and locations of all our subsidiaries, as of December 31, 2006, we had 44 financial centers across Texas, with ten locations in Abilene, two locations in Cleburne, three locations in Stephenville, two locations in Granbury, two locations in San Angelo, three locations in Weatherford, and one location each in Mineral Wells, Hereford, Sweetwater, Eastland, Ranger, Rising Star, Southlake, Aledo, Willow Park, Alvarado, Burleson, Keller, Trophy Club, Boyd, Bridgeport, Decatur, Roby, Trent, Clyde, Moran, Midlothian and Glen Rose.

     Even though we operate in a growing number of Texas markets, we continue to believe that decisions are best made at the local level. Accordingly, each of our ten separately chartered banks operates with local boards of directors, local bank presidents and local decision-making. However, we have consolidated many of the backroom operations, such as investment securities, accounting, check processing, technology and employee benefits, which improves the local bank’s efficiency and frees the local bank management to concentrate on serving the banking needs of the local community. We call this our “one bank, ten charters” concept.

     Although many of our competitors branch across state lines, we have chosen to keep our Company focused on the State of Texas, one of the nation’s largest, fastest-growing and most economically diverse states. With nearly 23 million residents, Texas has more people than any other state except California. The population of Texas grew 9.6 percent from 2000-2005, nearly double the national rate, according to the U.S. Census Bureau. Many of the communities in which we operate are growing faster than the statewide average, as shown below:

Population Growth 2000-2005*

Bridgeport and Wise County			16.2	%
Fort Worth/Tarrant County			12.1	%
Cleburne, Midlothian, Johnson County			15.4	%
Weatherford, Willow Park, Aledo			16.2	%
Granbury and Hood County			16.6	%

     These economies include dynamic centers of higher education, agriculture, energy and natural resources, healthcare, tourism, retirement living, manufacturing and distribution. Because there are many growth opportunities in Texas, we do not believe it is necessary to look outside the state. Additionally, we prefer to focus on the areas where we have historically done business: the economies in the Central, West and High Plains regions of Texas.

     We have also largely foregone the larger metropolitan areas of Texas. Our “community matters” way of doing business works best for us in small and mid-size markets, where we can play a prominent role in the economic, civic and cultural life of the community. Our goal is to serve these communities well and to experience growth as these markets continue to expand. In many instances, banking competition is also less fierce in smaller markets, making it easier for us to operate rationally and attract and retain high-caliber employees who prefer not only our community-banker concept but the high quality of life in smaller cities.

     Over the years, we have grown three ways: by growing our banks internally, through opening new branch locations and by acquisition of other banks. During the past decade, since the beginning of 1996, we have completed ten bank acquisitions and more than doubled total assets from $1.26 billion to $2.85 billion. We have also established a trust and asset management company and a technology services company, both of which operate as subsidiaries of First Financial Bankshares. Looking ahead, we will continue to grow locally by better serving the needs of our customers and putting them first in all of our decisions. We continually look for new branch locations, so we can serve our customers more conveniently, and we are always cultivating relationships with other Texas bankers who may have an interest in being acquired by us at some point in the future.

     When targeting a bank for acquisition, the bank generally needs to be in the type of community that fits our profile. We like growing communities with good amenities – schools, infrastructure, commerce and lifestyle. We prefer non-metropolitan markets, either within a 50-mile radius of the Dallas/Fort Worth metroplex or along the Interstate 35 and 20 corridors in Texas. Banks in the $100 million to $250 million asset size fit our “sweet spot” for acquisition, but we will consider banks that are larger or smaller, or that are in other areas of Texas if we believe they would be a good fit to our existing Company.

     Information on our revenues, profits and losses and total assets appears in the discussion of our Results of Operations contained in Item 7 hereof.

First Financial Bankshares, Inc.

     We provide management and technical resources and policy direction to our subsidiaries, which enable them to improve or expand their banking services while continuing their local activity and identity. Each of our subsidiaries operates under the day-to-day management of its own board of directors and officers, with substantial authority in making decisions concerning their own loan decisions, interest rates, service charges and marketing. We provide resources and policy direction in, among other things, the following areas:

	•		asset and liability management;
	•		investments, accounting, budgeting, planning, risk management, loan review, human resources and insurance;
	•		capitalization; and
	•		regulatory compliance.

     In particular, we assist our subsidiaries with, among other things, decisions concerning major capital expenditures, employee fringe benefits, including retirement plans and group medical, dividend policies, and appointment of officers and directors and their compensation. We also perform, through corporate staff groups or by outsourcing to third parties, internal audits, compliance oversight and loan reviews of our subsidiaries. We provide advice and specialized services for our banks related to lending, investing, purchasing, advertising, public relations, and computer services.

     We evaluate various potential financial institution acquisition opportunities and approve potential locations for new branch offices. We anticipate that funding for any acquisitions or expansions would be provided from our existing cash balances, available dividends from subsidiary banks, utilization of available lines of credit and future debt or equity offerings.

Services Offered by Our Subsidiary Banks

     Each of our subsidiary banks is a separate legal entity that operates under the day-to-day management of its own board of directors and officers. Each of our subsidiary banks provides general commercial banking services, which include accepting and holding checking, savings and time deposits, making loans, automated teller machines, drive-in and night deposit services, safe deposit facilities, transmitting funds, and performing other customary commercial banking services. We also conduct full service trust activities through First Financial Trust & Asset Management Company, National Association. Through this trust company, we administer all types of retirement and employee benefit accounts which include 401(k) profit sharing plans and IRAs. We also offer personal trust services which include the administration of estates, testamentary trusts, revocable and irrevocable trusts, and agency accounts. In addition, First Financial Bank, National Association, Abilene, and San Angelo National Bank provide securities brokerage services through arrangements with an unrelated third party.

Competition

     Commercial banking in Texas is highly competitive, and because we hold less than 1% of the state’s deposits, we represent only a minor segment of the industry. To succeed in this industry, we believe that our banks must have the capability to compete in the areas of (1) interest rates paid or charged; (2) scope of services offered; and (3) prices charged for such services. Our subsidiary banks compete in their respective service areas against highly competitive banks, thrifts, savings and loan associations, small loan companies, credit unions, mortgage companies, insurance companies, and brokerage firms, all of which are engaged in providing financial products and services and some of which are larger than our subsidiary banks in terms of capital, resources and personnel.

     Our business does not depend on any single customer or any few customers, the loss of any one of which would have a materially adverse effect upon our business. Although we have a broad base of customers that are not related to us, our customers also occasionally include our officers and directors, as well as other entities with which we are affiliated. With our subsidiary banks we may make loans to officers and directors, and entities with which we are affiliated, in the ordinary course of business. We make these loans on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons. Loans to directors, officers and their affiliates are also subject to numerous restrictions under federal and state banking laws which we describe in greater detail below.

Employees

     With our subsidiary banks we employed approximately 975 full-time equivalent employees at December 31, 2006. Our management believes that our employee relations have been and will continue to be good.

Supervision and Regulation

     Both federal and state laws extensively regulate bank holding companies, financial holding companies and banks. These laws (and the regulations promulgated thereunder) are primarily intended to protect depositors and the deposit insurance fund of the Federal Deposit Insurance Corporation, or FDIC, although shareholders may also benefit. The following information describes particular laws and regulatory provisions relating to financial holding companies and banks. This discussion is qualified in its entirety by reference to the particular laws and regulatory provisions. A change in any of these laws or regulations may have a material effect on our business and the business of our subsidiary banks.

Bank Holding Companies and Financial Holding Companies

     Historically, the activities of bank holding companies were limited to the business of banking and activities closely related or incidental to banking. Bank holding companies were generally prohibited from acquiring control of any company which was not a bank and from engaging in any business other than the business of banking or managing and controlling banks.

The Gramm-Leach-Bliley Act, which took effect on March 12, 2000, dismantled many Depression-era restrictions against affiliation between banking, securities and insurance firms by permitting bank holding companies to engage in a broader range of financial activities, so long as certain safeguards are observed. Specifically, bank holding companies may elect to become “financial holding companies” that may affiliate with securities firms and insurance companies and engage in other activities that are financial in nature or incidental to a financial activity. Thus, with the enactment of the Gramm-Leach-Bliley Act, banks, securities firms and insurance companies find it easier to acquire or affiliate with each other and cross-sell financial products. The Act permits a single financial services organization to offer a more complete array of financial products and services than historically was permitted.

     A financial holding company is essentially a bank holding company with significantly expanded powers. Under the Gramm-Leach-Bliley Act, in addition to traditional lending activities, the following activities are among those that will be deemed “financial in nature” for financial holding companies: securities underwriting, dealing in or making a market in securities, sponsoring mutual funds and investment companies, insurance underwriting and agency activities, activities which the Federal Reserve Board determines to be closely related to banking, and certain merchant banking activities.

     We elected to become a financial holding company in September 2001. As a financial holding company, we have very broad discretion to affiliate with securities firms and insurance companies, make merchant banking investments, and engage in other activities that the Federal Reserve Board has deemed financial in nature. In order to continue as a financial holding company, we must continue to be well-capitalized, well-managed and maintain compliance with the Community Reinvestment Act. Depending on the types of financial activities that we may elect to engage in, under Gramm-Leach-Bliley’s fractional regulation principles, we may become subject to supervision by additional government agencies. The election to be treated as a financial holding company increases our ability to offer financial products and services that historically we were either unable to provide or were only able to provide on a limited basis. As a result, we will face increased competition in the markets for any new financial products and services that we may offer. Likewise, an increased amount of consolidation among banks and securities firms or banks and insurance firms could result in a growing number of large financial institutions that could compete aggressively with us.

Mergers and Acquisitions

     We generally must obtain approval from the banking regulators before we can acquire other financial institutions. We may not engage in certain acquisitions if we are undercapitalized. Furthermore, the BHCA provides that the Federal Reserve Board cannot approve any acquisition, merger or consolidation that may substantially lessen competition in the banking industry, create a monopoly in any section of the country, or be a restraint of trade. However, the Federal Reserve Board may approve such a transaction if the convenience and needs of the community clearly outweigh any anti-competitive effects. Specifically, the Federal Reserve Board would consider, among other factors, the expected benefits to the public (greater convenience, increased competition, greater efficiency, etc.) against the risks of possible adverse effects (undue concentration of resources, decreased or unfair competition, conflicts of interest, unsound banking practices, etc.).

Banks

     Federal and state laws and regulations that govern banks have the effect of, among other things, regulating the scope of business, investments, cash reserves, the purpose and nature of loans, the maximum interest rate chargeable on loans, the amount of dividends declared, and required capitalization ratios.

     National Banking Associations. Banks organized as national banking associations under the National Bank Act are subject to regulation and examination by the Office of the Comptroller of the Currency, or OCC. The OCC supervises, regulates and regularly examines First Financial Bank, National Association, Abilene, First National Bank, Sweetwater, First Financial Bank, National Association, Cleburne, First Financial Bank, National Association, Eastland, San Angelo National Bank, Weatherford National Bank, First Financial Bank, National Association, Southlake, First Financial Bank, National Association, Stephenville and City National Bank, Mineral Wells, as well as First Financial Trust & Asset Management Company, National Association and First Technology Services, Inc. The OCC’s supervision and regulation of banks is primarily intended to protect the interests of depositors. The National Bank Act:

	•		requires each national banking association to maintain reserves against deposits,
	•		restricts the nature and amount of loans that may be made and the interest that may be charged, and
	•		restricts investments and other activities.

     State Banks. Banks that are organized as state banks under Texas law are subject to regulation and examination by the Banking Commissioner of the State of Texas. The Commissioner regulates and supervises, and the Texas Banking Department regularly examines our one subsidiary state bank, Hereford State Bank. The Commissioner’s supervision and regulation of banks is primarily designed to protect the interests of depositors. Texas law

	•		requires each state bank to maintain reserves against deposits,
	•		restricts the nature and amount of loans that may be made and the interest that may be charged, and
	•		restricts investments and other activities.

     Because Hereford State Bank is a member of the FDIC, it is also subject to regulation at the federal level by the FDIC, and is subject to most of the federal laws described below.

Deposit Insurance

     Each of our subsidiary banks is a member of the FDIC. The FDIC provides deposit insurance protection that covers all deposit accounts in FDIC-insured depository institutions and generally does not exceed $100,000 per depositor. Our subsidiary banks must pay assessments to the FDIC under a risk-based assessment system for federal deposit insurance protection. FDIC-insured depository institutions that are members of the Bank Insurance Fund pay insurance premiums at rates based on their risk classification. Institutions assigned to higher risk classifications (i.e., institutions that pose a greater risk of loss to their respective deposit insurance fund) pay assessments at higher rates than institutions assigned to lower risk classifications. An institution’s risk classification is assigned based on its capital levels and the level of supervisory concern the institution poses to bank regulators. In addition, the FDIC can impose special assessments to cover the costs of borrowings from the U.S. Treasury, the Federal Financing Bank and the Bank Insurance Fund member banks. As of December 31, 2006, the assessment rate for each of our subsidiary banks is at the lowest level risk-based premium available.

     Under the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, or FIRREA, an FDIC-insured depository institution can be held liable for any losses incurred by the FDIC in connection with (1) the “default” of one of its FDIC-insured subsidiaries or (2) any assistance provided by the FDIC to one of its FDIC-insured subsidiaries “in danger of default.” “Default” is defined generally as the appointment of a conservator or receiver, and “in danger of default” is defined generally as the existence of certain conditions indicating that a default is likely to occur in the absence of regulatory assistance.

     The Federal Deposit Insurance Act, or FDIA, requires that the FDIC review (1) any merger or consolidation by or with an insured bank, or (2) any establishment of branches by an insured bank. The FDIC is also empowered to regulate interest rates paid by insured banks. Approval of the FDIC is also required before an insured bank retires any part of its common or preferred stock, or any capital notes or debentures. Insured banks that are also members of the Federal Reserve System, however, are regulated with respect to the foregoing matters by the Federal Reserve System.

Payment of Dividends

     We are a legal entity separate and distinct from our banking and other subsidiaries. We receive most of our revenue from dividends paid to us by our Delaware holding company subsidiary. Similarly, the Delaware holding company subsidiary receives dividends from our bank subsidiaries. Described below are some of the laws and regulations that apply when either we or our subsidiary banks pay dividends.

     Each state bank that is a member of the Federal Reserve System and each national banking association is required by federal law to obtain the prior approval of the Federal Reserve Board and the OCC, respectively, to declare and pay dividends if the total of all dividends declared in any calendar year would exceed the total of (1) such bank’s net profits (as defined and interpreted by regulation) for that year plus (2) its retained net profits (as defined and interpreted by regulation) for the preceding two calendar years, less any required transfers to surplus. In addition, these banks may only pay dividends to the extent that retained net profits (including the portion transferred to surplus) exceed bad debts (as defined by regulation).

     Our subsidiary banks paid aggregate dividends of approximately $40.0 million in 2006 and approximately $29.3 million in 2005. Under the dividend restrictions discussed above, as of December 31, 2006, our subsidiary banks, without obtaining regulatory approvals, could have declared in the aggregate additional dividends of approximately $26.9 million from retained net profits.

     To pay dividends, we and our subsidiary banks must maintain adequate capital above regulatory guidelines. In addition, if the applicable regulatory authority believes that a bank under its jurisdiction is engaged in, or is about to engage in, an unsafe or unsound practice (which, depending on the financial condition of the bank, could include the payment of dividends), the authority may require, after notice and hearing, that such bank cease and desist from the unsafe practice. The Federal Reserve Board and the OCC have each indicated paying dividends that deplete a bank’s capital base to an inadequate level would be an unsafe and unsound banking practice. The Federal Reserve Board, the OCC and the FDIC have issued policy statements that recommend that bank holding companies and insured banks should generally only pay dividends to the extent net income is sufficient to cover both cash dividends and a rate of earnings retention consistent with capital needs, asset quality and overall financial condition. No undercapitalized institution may pay a dividend.

Affiliate Transactions

     The Federal Reserve Act, the FDIA and the rules adopted under these statutes restrict the extent to which we can borrow or otherwise obtain credit from, or engage in certain other transactions with, our depository subsidiaries. These laws regulate “covered transactions” between insured depository institutions and their subsidiaries, on the one hand, and their nondepository affiliates, on the other hand. “Covered transactions” include a loan or extension of credit to a nondepository affiliate, a purchase of securities issued by such an affiliate, a purchase of assets from such an affiliate (unless otherwise exempted by the Federal Reserve Board), an acceptance of securities issued by such an affiliate as collateral for a loan, and an issuance of a guarantee, acceptance, or letter of credit for the benefit of such an affiliate. The “covered transactions” that an insured depository institution and its subsidiaries are permitted to engage in with their nondepository affiliates are limited to the following amounts: (1) in the case of any one such affiliate, the aggregate amount of “covered transactions” cannot exceed ten percent of the capital stock and the surplus of the insured depository institution; and (2) in the case of all affiliates, the aggregate amount of “covered transactions” cannot exceed twenty percent of the capital stock and surplus of the insured depository institution. In addition, extensions of credit that constitute “covered transactions” must be collateralized in prescribed amounts. Further, a bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with any extension of credit, lease or sale of property or furnishing of services. Finally, when we and our subsidiary banks conduct transactions internally among us, we are required to do so at arm’s length.

Loans to Directors, Executive Officers and Principal Shareholders

     The authority of our subsidiary banks to extend credit to our directors, executive officers and principal shareholders, including their immediate family members and corporations and other entities that they control, is subject to substantial restrictions and requirements under Sections 22(g) and 22(h) of the Federal Reserve Act and Regulation O promulgated thereunder, as well as the Sarbanes-Oxley Act of 2002. These statutes and regulations impose specific limits on the amount of loans our subsidiary banks may make to directors and other insiders, and specified approval procedures must be followed in making loans that exceed certain amounts. In addition, all loans our subsidiary banks make to directors and other insiders must satisfy the following requirements:

•

The loans must be made on substantially the same terms, including interest rates and collateral, as prevailing at the time for comparable transactions with persons not affiliated with us or the subsidiary banks;

	•		The subsidiary banks must follow credit underwriting procedures at least as stringent as those applicable to comparable transactions with persons who are not affiliated with us or the subsidiary banks; and
	•		The loans must not involve a greater than normal risk of non-payment or include other features not favorable to the bank.

     Furthermore, each subsidiary bank must periodically report all loans made to directors and other insiders to the bank regulators, and these loans are closely scrutinized by the regulators for compliance with Sections 22(g) and 22(h) of the Federal Reserve Act and Regulation O. Each loan to directors or other insiders must be pre-approved by the bank’s board of directors with the applicable director abstaining from voting.

Capital

     Bank Holding Companies and Financial Holding Companies. The Federal Reserve Board has adopted risk-based capital guidelines for bank holding companies and financial holding companies. The ratio of total capital to risk weighted assets (including certain off-balance-sheet activities, such as standby letters of credit) must be a minimum of eight percent. At least half of the total capital is to be composed of common shareholders’ equity, minority interests in the equity accounts of consolidated subsidiaries and a limited amount of perpetual preferred stock, less goodwill, which is collectively referred to as Tier 1 Capital. The remainder of total capital may consist of subordinated debt, other preferred stock and a limited amount of loan loss reserves.

     In addition, the Federal Reserve Board has established minimum leverage ratio guidelines for bank holding companies and financial holding companies. Bank holding companies and financial holding companies that meet certain specified criteria, including having the highest regulatory rating, must maintain a minimum Tier 1 Capital leverage ratio (Tier 1 Capital to average assets for the current quarter, less goodwill) of three percent. Bank holding companies and financial holding companies that do not have the highest regulatory rating will generally be required to maintain a higher Tier 1 Capital leverage ratio of three percent plus an additional cushion of 100 to 200 basis points. The Federal Reserve Board has not advised us of any specific minimum leverage ratio applicable to us. The guidelines also provide that bank holding companies and financial holding companies experiencing internal growth or making acquisitions will be expected to maintain strong capital positions. Such strong capital positions must be kept substantially above the minimum supervisory levels without significant reliance on intangible assets (e.g., goodwill and core deposit intangibles). As of December 31, 2006, our capital ratios were as follows: (1) Tier 1 Capital to Risk-Weighted Assets Ratio, 14.35%; (2) Total Capital to Risk-Weighted Assets Ratio, 15.32%; and (3) Tier 1 Capital Leverage Ratio, 8.87%.

     Banks. The Federal Deposit Insurance Corporation Improvement Act of 1991, or FDICIA, established five capital tiers with respect to depository institutions: “well-capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized.” A depository institution’s capital tier will depend upon where its capital levels are in relation to various relevant capital measures, including (1) risk-based capital measures, (2) a leverage ratio capital measure and (3) certain other factors. Regulations establishing the specific capital tiers provide that a “well-capitalized” institution will have a total risk-based capital ratio of ten percent or greater, a Tier 1 risk-based capital ratio of six percent or greater, and a Tier 1 leverage ratio of five percent or greater, and not be subject to any written regulatory enforcement agreement, order, capital directive or prompt corrective action derivative. For an institution to be “adequately capitalized,” it will have a total risk-based capital ratio of eight percent or greater, a Tier 1 risk-based capital ratio of four percent or greater, and a Tier 1 leverage ratio of four percent or greater (in some cases three percent). For an institution to be “undercapitalized,” it will have a total risk-based capital ratio that is less than eight percent, a Tier 1 risk-based capital ratio less than four percent or a Tier 1 leverage ratio less than four percent (or a leverage ratio less than three percent if the institution’s composite rating is 1 in its most recent report of examination, subject to appropriate federal banking agency guidelines). For an institution to be “significantly undercapitalized,” it will have a total risk-based capital ratio less than six percent, a Tier 1 risk-based capital ratio less than three percent, or a Tier 1 leverage ratio less than three percent. For an institution to be “critically undercapitalized,” it will have a ratio of tangible equity to total assets equal to or less than two percent. FDICIA requires federal banking agencies to take “prompt corrective action” against depository institutions that do not meet minimum capital requirements. Under current regulations, we were “well capitalized” as of December 31, 2006 at all of our subsidiary banks.

     FDICIA generally prohibits a depository institution from making any capital distribution (including payment of a dividend) or paying any management fee to its holding company if the depository institution would thereafter be “undercapitalized.” An “undercapitalized” institution must develop a capital restoration plan and its parent holding company must guarantee that institution’s compliance with such plan. The liability of the parent holding company under any such guarantee is limited to the lesser of five percent of the institution’s assets at the time it became “undercapitalized” or the amount needed to bring the institution into compliance with all capital standards. Furthermore, in the event of the bankruptcy of the parent holding company, such guarantee would take priority over the parent’s general unsecured creditors. If a depository institution fails to submit an acceptable capital restoration plan, it shall be treated as if it is “significantly undercapitalized.” “Significantly undercapitalized” depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become “adequately capitalized,” requirements to reduce total assets, and cessation of receipt of deposits from correspondent banks. “Critically undercapitalized” institutions are subject to the appointment of a receiver or conservator. Finally, FDICIA requires the various regulatory agencies to set forth certain standards that do not relate to capital. Such standards relate to the safety and soundness of operations and management and to asset quality and executive compensation, and permit regulatory action against a financial institution that does not meet such standards.

     If an insured bank fails to meet its capital guidelines, it may be subject to a variety of other enforcement remedies, including a prohibition on the taking of brokered deposits and the termination of deposit insurance by the FDIC. Bank regulators continue to indicate their desire to raise capital requirements beyond their current levels.

     In addition to FDICIA capital standards, Texas-chartered banks must also comply with the capital requirements imposed by the Texas Banking Department. Neither the Texas Finance Code nor its regulations specify any minimum capital-to-assets ratio that must be maintained by a Texas-chartered bank. Instead, the Texas Banking Department determines the appropriate ratio on a bank by bank basis, considering factors such as the nature of a bank’s business, its total revenue, and the bank’s total assets. As of December 31, 2006, each of our Texas-chartered banks exceeded the minimum ratios applied to it.

Our Support of Our Subsidiary Banks

     Under Federal Reserve Board policy, we are expected to commit resources to act as a source of strength to support each of our subsidiary banks. This support may be required at times when, absent such Federal Reserve Board policy, we would not otherwise be required to provide it. In addition, any loans we make to our subsidiary banks would be subordinate in right of payment to deposits and to other indebtedness of our banks. In the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and be subject to a priority of payment.

     Under the National Bank Act, if the capital stock of a national bank is impaired by losses or otherwise, the OCC is authorized to require the bank’s shareholders to pay the deficiency on a pro-rata basis. If any shareholder refuses to pay the pro-rata assessment after three months notice, then the bank’s board of directors must sell an appropriate amount of the shareholder’s stock at a public auction to make up the deficiency. To the extent necessary, if a deficiency in capital still exists and the bank refuses to go into liquidation, then a receiver may be appointed to wind up the bank’s affairs. Additionally, under the Federal Deposit Insurance Act, in the event of a loss suffered or anticipated by the FDIC (either as a result of the default of a banking subsidiary or related to FDIC assistance provided to a subsidiary in danger of default) our other banking subsidiaries may be assessed for the FDIC’s loss.

Interstate Banking and Branching Act

     Pursuant to the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, or Riegle-Neal Act, a bank holding company or financial holding company is able to acquire banks in states other than its home state. The Riegle-Neal Act also authorized banks to merge across state lines, thereby creating interstate branches. Furthermore, under this act, a bank is also able to open new branches in a state in which it does not already have banking operations, if the laws of such state permit it to do so. Accordingly, both the OCC and the Texas Banking Department accept applications for interstate merger and branching transactions, subject to certain limitations on ages of the banks to be acquired and the total amount of deposits within the state a bank or financial holding company may control.

Since our primary service area is Texas, we do not expect that the ability to operate in other states will have any material impact on our growth strategy. We may, however, face increased competition from out-of-state banks that branch or make acquisitions in our primary markets in Texas.

Community Reinvestment Act of 1977

     The Community Reinvestment Act of 1977, or CRA, subjects a bank to regulatory assessment to determine if the institution meets the credit needs of its entire community, including low- and moderate-income neighborhoods served by the bank, and to take that determination into account in its evaluation of any application made by such bank for, among other things, approval of the acquisition or establishment of a branch or other deposit facility, an office relocation, a merger, or the acquisition of shares of capital stock of another financial institution. The regulatory authority prepares a written evaluation of an institution’s record of meeting the credit needs of its entire community and assigns a rating. These ratings are “Outstanding”, “Satisfactory”, “Needs Improvement” and “Substantial Non-Compliance.” Institutions with ratings lower than “Satisfactory” may be restricted from engaging in the aforementioned activities. We believe our subsidiary banks have taken significant actions to comply with the CRA, and each has received at least a “satisfactory” rating in its most recent review by federal regulators with respect to its compliance with the CRA.

Monitoring and Reporting Suspicious Activity

     Under the Bank Secrecy Act, IRS rules and other regulations, we are required to monitor and report unusual or suspicious account activity as well as transactions involving the transfer or withdrawal of amounts in excess of prescribed limits. Under the USA PATRIOT Act, financial institutions are subject to prohibitions against specified financial transactions and account relationships as well as enhanced due diligence and “know your customer” standards in their dealings with financial institutions and foreign customers. For example, the enhanced due diligence policies, procedures and controls generally require financial institutions to take reasonable steps:

	•		to conduct enhanced scrutiny of account relationships to guard against money laundering and report any suspicious transaction;
	•		to ascertain the identity of the nominal and beneficial owners of, and the source of funds deposited into, each account as needed to guard against money laundering and report any suspicious transactions;
	•		to ascertain for any foreign bank, the shares of which are not publicly traded, the identity of the owners of the foreign bank, and the nature and extent of the ownership interest of each such owner; and
	•		to ascertain whether any foreign bank provides correspondent accounts to other foreign banks and, if so, the identity of those foreign banks and related due diligence information.

     Under the USA PATRIOT Act, financial institutions are also required to establish anti-money laundering programs. The USA PATRIOT Act sets forth minimum standards for these programs, including:

	•		the development of internal policies, procedures, and controls;
	•		the designation of a compliance officer;
	•		an ongoing employee training program; and
	•		an independent audit function to test the programs.

     In addition, under the USA PATRIOT Act, the Secretary of the Treasury has adopted rules addressing a number of related issues, including increasing the cooperation and information sharing between financial institutions, regulators, and law enforcement authorities regarding individuals, entities and organizations engaged in, or reasonably suspected based on credible evidence of engaging in, terrorist acts or money laundering activities. Any financial institution complying with these rules will not be deemed to violate the privacy provisions of the Gramm- Leach-Bliley Act that are discussed below.

Finally, under the regulations of the Office of Foreign Asset Control, we are required to monitor and block transactions with certain “specially designated nationals” who OFAC has determined pose a risk to U.S. national security.

Consumer Laws and Regulations

     We are also subject to certain consumer laws and regulations that are designed to protect consumers in transactions with banks. While the following list is not exhaustive, these laws and regulations include the Truth in Lending Act, the Truth in Savings Act, the Electronic Funds Transfer Act, the Expedited Funds Availability Act, the Equal Credit Opportunity Act, The Fair and Accurate Credit Transactions Act and the Fair Housing Act, among others. These laws and regulations, among other things, prohibit discrimination on the basis of race, gender or other designated characteristics and mandate various disclosure requirements and regulate the manner in which financial institutions must deal with customers when taking deposits or making loans to such customers. These and other laws also limit finance charges or other fees or charges earned in our activities. We must comply with the applicable provisions of these consumer protection laws and regulations as part of our ongoing customer relations.

Technology Risk Management and Consumer Privacy

     State and federal banking regulators have issued various policy statements emphasizing the importance of technology risk management and supervision in evaluating the safety and soundness of depository institutions with respect to banks that contract with outside vendors to provide data processing and core banking functions. The use of technology-related products, services, delivery channels and processes exposes a bank to various risks, particularly operational, privacy, security, strategic, reputation and compliance risk. Banks are generally expected to prudently manage technology-related risks as part of their comprehensive risk management policies by identifying, measuring, monitoring and controlling risks associated with the use of technology.

     Under Section 501 of the Gramm-Leach-Bliley Act, the federal banking agencies have established appropriate standards for financial institutions regarding the implementation of safeguards to ensure the security and confidentiality of customer records and information, protection against any anticipated threats or hazards to the security or integrity of such records and protection against unauthorized access to or use of such records or information in a way that could result in substantial harm or inconvenience to a customer. Among other matters, the rules require each bank to implement a comprehensive written information security program that includes administrative, technical and physical safeguards relating to customer information.

     Under the Gramm-Leach-Bliley Act, a financial institution must also provide its customers with a notice of privacy policies and practices. Section 502 prohibits a financial institution from disclosing nonpublic personal information about a customer to nonaffiliated third parties unless the institution satisfies various notice and opt-out requirements and the customer has not elected to opt out of the disclosure. Under Section 504, the agencies are authorized to issue regulations as necessary to implement notice requirements and restrictions on a financial institution’s ability to disclose nonpublic personal information about customers to nonaffiliated third parties. Under the final rule the regulators adopted, all banks must develop initial and annual privacy notices which describe in general terms the bank’s information sharing practices. Banks that share nonpublic personal information about customers with nonaffiliated third parties must also provide customers with an opt-out notice and a reasonable period of time for the customer to opt out of any such disclosure (with certain exceptions). Limitations are placed on the extent to which a bank can disclose an account number or access code for credit card, deposit or transaction accounts to any nonaffiliated third party for use in marketing.

Monetary Policy

     Banks are affected by the credit policies of monetary authorities, including the Federal Reserve Board, that affect the national supply of credit. The Federal Reserve Board regulates the supply of credit in order to influence general economic conditions, primarily through open market operations in United States government obligations, varying the discount rate on financial institution borrowings, varying reserve requirements against financial institution deposits, and restricting certain borrowings by financial institutions and their subsidiaries. The monetary policies of the Federal Reserve Board have had a significant effect on the operating results of banks in the past and are expected to continue to do so in the future.

Pending and Proposed Legislation

     New regulations and statutes are regularly proposed containing wide-ranging proposals for altering the structures, regulations and competitive relationships of financial institutions operating in the United States. We cannot predict whether, or in what form, any proposed regulation or statute will be adopted or the extent to which our business may be affected by any new regulation or statute.

Enforcement Powers of Federal Banking Agencies

     The Federal Reserve and other state and federal banking agencies and regulators have broad enforcement powers, including the power to terminate deposit insurance, issue cease-and-desist orders, impose substantial fines and other civil and criminal penalties and appoint a conservator or receiver. Our failure to comply with applicable laws, regulations and other regulatory pronouncements could subject us, as well as our officers and directors, to administrative sanctions and potentially substantial civil penalties.

Available Information

     We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any document we file at the Securities and Exchange Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public at the Securities and Exchange Commission’s web site at http://www.sec.gov. Our web site is http://www.ffin.com. You may also obtain copies of our annual, quarterly and special reports, proxy statements and certain other information filed with the SEC, as well as amendments thereto, free of charge from our web site. These documents are posted to our web site as soon as reasonably practicable after we have filed them with the SEC. Our corporate governance guidelines, including our code of conduct applicable to all our employees, officers and directors, as well as the charters of our audit and nominating committees, are available at www.ffin.com. The foregoing information is also available in print to any shareholder who requests it. Except as explicitly provided, information on any web site is not incorporated into this Form 10-K or our other securities filings and is not a part of them.

ITEM 1A. RISK FACTORS

     Our business, financial condition, operating results and cash flows can be impacted by a number of factors, including but not limited to those set forth below, any one of which could cause our actual results to vary materially from recent results or from our anticipated future results and other forward looking statements that we make from time to time in our news releases, annual reports and other written communications, as well as oral forward looking statements, and other statements made from time to time by our representatives.

Our Business Faces Unpredictable Economic Conditions

     General economic conditions impact the banking industry. The credit quality of our loan portfolio necessarily reflects, among other things, the general economic conditions in the areas in which we conduct our business. Our continued financial success depends somewhat on factors beyond our control, including:

	•		general economic conditions, including national and local real estate markets;
	•		the supply of and demand for investable funds;
	•		demand for loans;
	•		interest rates; and
	•		federal, state and local laws affecting these matters.

     Any substantial deterioration in any of the foregoing conditions could have a material adverse effect on our financial condition and results of operations, which would likely adversely affect the market price of our common stock.

Our Business Is Concentrated In Texas And A Downturn In The Economy Of Texas May Adversely Affect Our Business

     Our network of subsidiary banks is concentrated in Texas, primarily in the Western and North Central regions of the state. Most of our customers and revenue are derived from this area. The economy of this region is focused on agriculture (including farming and ranching), oil and gas production, and real estate development. Historically, these industries have fluctuated widely between boom and bust. Because we generally do not derive revenue or customers from other parts of the state or nation, our business and operations are dependent on economic conditions in this part of Texas. Any decline in one or more segments of the local economy could adversely affect our business, revenue, operations and properties.

The Value Of Real Estate Collateral May Fluctuate Significantly

     The market value of real estate, particularly real estate held for investment, can fluctuate significantly in a short period of time as a result of market conditions in the geographic area in which the real estate is located. If the value of the real estate serving as collateral for our loan portfolio were to decline materially, a significant part of our loan portfolio could become under-collateralized. If the loans that are collateralized by real estate become troubled during a time when market conditions are declining or have declined, then, in the event of foreclosure, we may not be able to realize the amount of collateral that we anticipated at the time of originating the loan, which could have a material adverse effect on our provision for loan losses and our operating results and financial condition.

Our Business Is Subject To Significant Government Regulation

     We operate in a highly regulated environment and are subject to supervision and regulation by a number of governmental regulatory agencies, including the Texas Department of Banking, the Federal Reserve, the Office of the Comptroller of the Currency, and the Federal Deposit Insurance Corporation. Regulations adopted by these agencies, which are generally intended to provide protection for depositors and customers rather than for the benefit of shareholders, govern a comprehensive range of matters relating to ownership and control of our shares, our acquisition of other companies and businesses, permissible activities for us to engage in, maintenance of adequate capital levels and other aspects of our operations. The bank regulatory agencies possess broad authority to prevent or remedy unsafe or unsound practices or violations of law.

     In addition, future legislation and government policy could adversely affect the banking industry as a whole, including our results of operations. For example, new legislation or regulation may limit the manner in which we may conduct our business, including our ability to offer new products, obtain financing, attract deposits, make loans and achieve satisfactory interest spreads.

We Compete With Many Larger Financial Institutions Which Have Substantially Greater Financial Resources Than We Have

     Competition among financial institutions in Texas is intense. We compete with other bank holding companies, state and national commercial banks, savings and loan associations, consumer financial companies, credit unions, securities brokers, insurance companies, mortgage banking companies, money market mutual funds, asset-based non-bank lenders and other financial institutions. Many of these competitors have substantially greater financial resources, larger lending limits, larger branch networks and less regulatory oversight than we do, and are able to offer a broader range of products and services than we can. Failure to compete effectively for deposit, loan and other banking customers in our markets could cause us to lose market share, slow our growth rate and may have an adverse effect on our financial condition and results of operations.

In Our Business, We Must Effectively Manage Our Credit Risk

     As a lender, we are exposed to the risk that our loan customers may not repay their loans according to the terms of these loans and the collateral securing the payment of these loans may be insufficient to fully compensate us for the outstanding balance of the loan plus the costs to dispose of the collateral. We may experience significant loan losses which could have a material adverse effect on our operating results and financial condition. Management makes various assumptions and judgments about the collectibility of our loan portfolio, including the diversification by industry of our commercial loan portfolio, the amount of nonperforming loans and related collateral, the volume, growth and composition of our loan portfolio, the effects on the loan portfolio of current economic indicators and their probable impact on borrowers and the evaluation of our loan portfolio through our internal loan review process and other relevant factors.

     We maintain an allowance for credit losses in an attempt to cover credit losses inherent in our loan portfolio. Additional credit losses will likely occur in the future and may occur at a rate greater than we have experienced to date. In determining the amount of the allowance, we rely on an analysis of our loan portfolio, our experience and our evaluation of general economic conditions. If our assumptions prove to be incorrect, our current allowance may not be sufficient and adjustments may be necessary to allow for different economic conditions or adverse developments in our loan portfolio. Material additions to the allowance could materially decrease net income.

     In addition, federal and state regulators periodically review our allowance for credit losses and may require us to increase our provision for credit losses or recognize further charge-offs, based on judgments different than those of our management. Any increase in our allowance for credit losses or charge-offs as required by these regulatory agencies could have a material negative effect on our operating results and financial condition.

Our Operations Are Significantly Affected By Interest Rate Levels

     Our profitability is dependent to a large extent on our net interest income, which is the difference between interest income we earn as a result of interest paid to us on loans and investments and interest we pay to third parties such as our depositors and those from whom we borrow funds. Like most financial institutions, we are affected by changes in general interest rate levels, which are currently rising and by other economic factors beyond our control. Interest rate risk can result from mismatches between the dollar amount of repricing or maturing assets and liabilities and from mismatches in the timing and rate at which our assets and liabilities reprice. Although we have implemented strategies which we believe reduce the potential effects of changes in interest rates on our results of operations, these strategies may not always be successful. In addition, any substantial and prolonged increase in market interest rates could reduce our customers’ desire to borrow money from us or adversely affect their ability to repay their outstanding loans by increasing their credit costs since most of our loans have adjustable interest rates that reset periodically. Any of these events could adversely affect our results of operations or financial condition.

To Continue Our Growth, We Are Affected By Our Ability To Identify And Acquire Other Financial Institutions

     We intend to continue our current growth strategy. This strategy includes opening new branches and acquiring other banks that serve customers or markets we find desirable. The market for acquisitions remains highly competitive, and we may be unable to find satisfactory acquisition candidates in the future that fit our acquisition and growth strategy. To the extent that we are unable to find suitable acquisition candidates, an important component of our growth strategy may be lost. Additionally, our completed acquisitions, or any future acquisitions, may not produce the revenue, earnings or synergies that we anticipated.

Our Operational And Financial Results Are Affected By Our Ability To Successfully Integrate Our Acquisitions

     Acquisitions of financial institutions involve operational risks and uncertainties and acquired companies may have unforeseen liabilities, exposure to asset quality problems, key employee and customer retention problems and other problems that could negatively affect our organization. We may not be able to successfully integrate the operations, management, products and services of the entities that we acquire and eliminate redundancies. The integration process may also require significant time and attention from our management that they would otherwise direct at servicing existing business and developing new business.

Our failure to successfully integrate the entities we acquire into our existing operations may increase our operating costs significantly and adversely affect our business and earnings.

We Rely Heavily On Our Management Team, And The Unexpected Loss of Key Management May Adversely Affect Our Operations

     Our success to date has been strongly influenced by our ability to attract and to retain senior management experienced in banking in the markets we serve. Our ability to retain executive officers and the current management teams will continue to be important to successful implementation of our strategies. We do not have employment agreements with these key employees other than severance agreements in the event of a change of control and a confidential information, non-solicitation and non-competition agreement related to our stock options. The unexpected loss of services of any key management personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business and financial results.

Although Publicly Traded, Our Common Stock Does Not Have A Significant Amount Of Trading Liquidity.

     A relatively small percentage of our outstanding common stock is actively traded on the Nasdaq Global Select Market. The risks of low liquidity include increased volatility of the price of our common stock. Low liquidity may also limit holders of our common stock in their ability to sell or transfer our shares at the price, time and quantity desired.

Breakdowns In Our Internal Controls And Procedures Could Have An Adverse Effect On Us

     We believe our internal control system as currently documented and functioning is adequate to provide reasonable assurance over our internal controls. Nevertheless, because of the inherent limitation in administering a cost effective control system, misstatements due to error or fraud may occur and not be detected. Breakdowns in our internal controls and procedures could occur in the future, and any such breakdowns could have an adverse effect on us. See “Item 9A – Controls and Procedures” for additional information.

We Compete In An Industry That Continually Experiences Technological Change, And We May Have Fewer Resources Than Many Of Our Competitors To Continue To Invest In Technological Improvements

     The financial services industry is undergoing rapid technological changes, with frequent introductions of new technology-driven products and services. In addition to improving the ability to serve customers, the effective use of technology increases efficiency and enables financial institutions to reduce costs. Our future success will depend, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands for conveniences, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers.

System Failure Or Breaches Of Our Network Security Could Subject Us To Increased Operating Costs As Well As Litigation And Other Liabilities

     The computer systems and network infrastructure we use could be vulnerable to unforeseen problems. Our operations are dependent upon our ability to protect our computer equipment against damage from fire, power loss, telecommunications failure or a similar catastrophic event. Any damage or failure that causes an interruption in our operations could have an adverse effect on our financial condition and results of operations. In addition, our operations are dependent upon our ability to protect the computer systems and network infrastructure utilized by us against damage from physical break-ins, security breaches and other disruptive problems caused by the Internet or other users. Such computer break-ins and other disruptions would jeopardize the security of information stored in and transmitted through our computer systems and network infrastructure, which may result in significant liability to us and inhibit potential customers. Although we, with the help of third-party service providers, intend to continue to implement security technology and establish operational procedures to prevent such damage, there can be no assurance that these security measures will be successful.

ITEM 1B. UNRESOLVED STAFF COMMENTS

          None.

ITEM 2. PROPERTIES

     Our principal office is located in the First Financial Bank Building at 400 Pine Street in downtown Abilene, Texas. We lease two spaces in a building owned by First Financial Bank, National Association, Abilene. The lease of approximately 3,300 square feet of space expires December 31, 2010. The lease of approximately 1,135 square feet of space expired May 31, 2006. We are continuing to lease this same space under the same terms, on a month-to-month basis. Our subsidiary banks collectively own 37 banking facilities, some of which are detached drive-ins, and also lease seven banking facilities and 13 ATM locations. Our management considers all our existing locations to be well-suited for conducting the business of banking. We believe our existing facilities are adequate to meet our requirements and our subsidiary banks’ requirements for the foreseeable future.

ITEM 3. LEGAL PROCEEDINGS

     From time to time we and our subsidiary banks are parties to lawsuits arising in the ordinary course of our banking business. However, there are no material pending legal proceedings to which we, our subsidiary banks or our other direct and indirect subsidiaries, or any of their properties, are currently subject. Other than regular, routine examinations by state and federal banking authorities, there are no proceedings pending or known to be contemplated by any governmental authorities.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of our security holders during the fourth quarter of our fiscal year ended December 31, 2006.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

     Our common stock, par value $0.01 per share, is traded on the Nasdaq Global Select Market under the trading symbol FFIN. See “Item 8—Financial Statements and Supplementary Data—Quarterly Financial Data” for the high, low and closing sales prices as reported by the Nasdaq National Market for our common stock for the periods indicated.

Record Holders

     As of February 1, 2007, we had approximately 1,600 shareholders of record.

Dividends

     See “Item 8—Financial Statements and Supplementary Data—Quarterly Results of Operations” for the frequency and amount of cash dividends paid by us. Also, see “Item 1 – Business – Supervision and Regulation – Payment of Dividends” and “Item 7 – Management’s Discussion and Analysis of the Financial Condition and Results of Operations – Liquidity – Dividends” for restrictions on our present or future ability to pay dividends, particularly those restrictions arising under federal and state banking laws.

     PERFORMANCE GRAPH

          The following performance graph compares cumulative total shareholder return for our common stock, the Russell 3000 Index, and the SNB Banks Index, which is a banking index prepared by SNL Financial LC and is comprised of banks with $1 billion to $5 billion in total assets, for a five-year period (December 31, 2001 to December 31, 2006). The performance graph assumes $100 invested in our common stock at its closing price on December 31, 2001, and in each of the Russell 3000 Index and the SNL Bank Index on the same date. The performance graph also assumes the reinvestment of all dividends. The dates on the performance graph represents the last trading day of each year indicated. The amounts noted on the performance graph have been adjusted to give effect to all stock splits and stock dividends.

		Period Ending
Index		12/31/01				12/31/02				12/31/03				12/31/04				12/31/05				12/31/06
First Financial Bankshares, Inc.			100.00				130.93				183.22				206.28				222.09				273.54
Russell 3000			100.00				78.46				102.83				115.11				122.16				141.35
SNL Bank $1B-$5B			100.00				115.44				156.98				193.74				190.43				220.36

Source : SNL Financial LC, Charlottesville, VA

ITEM 6. SELECTED FINANCIAL DATA

     The selected financial data presented below as of and for the years ended December 31, 2006, 2005, 2004, 2003, and 2002, have been derived from our audited consolidated financial statements. The selected financial data should be read in conjunction with “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements. The results of operations presented below are not necessarily indicative of the results of operations that may be achieved in the future. The amounts related to shares of our common stock have been adjusted to give effect to all stock dividends and stock splits. Management’s Discussion and Analysis of Financial Condition and Results of Operations incorporated information required to be disclosed by the Securities and Exchange Commission’s Industry Guide 3, “Statistical Disclosure by Bank Holding Companies.”

		Year Ended December 31,
		2006				2005				2004				2003				2002
		(dollars in thousands, except per share data)
Summary Income Statement Information:
Interest income		$	154,494			$	123,944			$	99,973			$	95,285			$	104,286
Interest expense			48,628				28,757				16,077				17,131				24,380
Net interest income			105,866				95,187				83,896				78,154				79,906
Provision for loan losses			2,061				1,320				1,633				1,178				2,370
Noninterest income			44,668				44,180				38,823				34,109				30,129
Noninterest expense			83,136				75,649				66,128				61,154				59,082
Earnings before income taxes			65,337				62,398				54,958				49,931				48,583
Income tax expense			19,308				18,375				15,787				14,626				14,630
Net earnings		$	46,029			$	44,023			$	39,171			$	35,305			$	33,953
Per Share Data:
Net earnings per share, basic		$	2.22			$	2.13			$	1.90			$	1.71			$	1.65
Net earnings per share, assuming dilution			2.21				2.12				1.89				1.70				1.64
Cash dividends declared			1.18				1.10				1.00				0.91				0.81
Book value at period-end			14.51				13.34				12.84				12.19				11.59
Earnings performance ratios:
Return on average assets			1.68	%			1.80	%			1.82	%			1.75	%			1.78	%
Return on average equity			16.20				16.17				15.09				14.40				14.97
Summary Balance Sheet Data (Period-end):
Investment securities		$	1,129,313			$	1,046,121			$	854,334			$	910,302			$	772,256
Loans			1,373,735				1,288,604				1,164,223				987,523				964,040
Total assets			2,850,165				2,733,827				2,315,224				2,092,571				1,993,183
Deposits			2,384,024				2,366,277				1,994,312				1,796,271				1,711,562
Total liabilities			2,549,263				2,457,551				2,049,679				1,841,085				1,754,415
Total shareholders’ equity			300,901				276,276				265,545				251,487				238,768
Asset quality ratios:
Allowance for loan losses/period-end loans			1.18	%			1.14	%			1.19	%			1.17	%			1.16	%
Nonperforming assets/period-end loans plus foreclosed assets			0.30				0.33				0.43				0.32				0.44
Net charge offs/average loans			0.04				0.10				0.12				0.09				0.19
Capital ratios:
Average shareholders’ equity/average assets			10.38	%			11.11	%			12.08	%			12.13	%			11.89	%
Leverage ratio (1)			8.87				8.56				9.80				10.60				10.51
Tier 1 risk-based capital (2)			14.35				14.17				16.46				18.83				18.42
Total risk-based capital (3)			15.32				15.13				17.49				19.83				19.47
Dividend payout ratio			53.14				51.55				52.62				53.10				49.13

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

     As a multi-bank financial holding company, we generate most of our revenue from interest on loans and investments, trust fees, and service charges. Our primary source of funding for our loans and investments are deposits held by our subsidiary banks. Our largest expenses are interest on these deposits and salaries and related employee benefits. We usually measure our performance by calculating our return on average assets, return on average equity, our regulatory leverage and risk based capital ratios, and our efficiency ratio, which is calculated by dividing noninterest expense by the sum of net interest income on a tax equivalent basis and noninterest income.

     You should read the following discussion and analysis of the major elements of our consolidated balance sheets as of December 31, 2006 and 2005, and consolidated statements of earnings for the years 2004 through 2006 in conjunction with our consolidated financial statements, accompanying notes, and selected financial data presented elsewhere in this Form 10-K. Average share information and earnings per share data related to our common stock have been adjusted to give effect to all stock splits and stock dividends, including the four-for-three stock split in the form of a 33% stock dividend effective June 1, 2005.

Critical Accounting Policies

     We prepare consolidated financial statements based on the selection of certain accounting policies, generally accepted accounting principles and customary practices in the banking industry. These policies, in certain areas, require us to make significant estimates and assumptions.

     We deem a policy critical if (1) the accounting estimate required us to make assumptions about matters that are highly uncertain at the time we make the accounting estimate; and (2) different estimates that reasonably could have been used in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, would have a material impact on the financial statements.

     The following discussion addresses our allowance for loan losses and its provision for loan losses, which we deem to be our most critical accounting policy. We have other significant accounting policies and continue to evaluate the materiality of their impact on our consolidated financial statements, but we believe these other policies either do not generally require us to make estimates and judgments that are difficult or subjective, or it is less likely they would have a material impact on our reported results for a given period.

     The allowance for loan losses is an amount we believe will be adequate to absorb inherent estimated losses on existing loans in which full collectibility is unlikely based upon our review and evaluation of the loan portfolio. The allowance for loan losses is increased by charges to income and decreased by charge-offs (net of recoveries).

     Our methodology is based on guidance provide in SEC Staff Accounting Bulletin No. 102, “Selected Loan Loss Allowance Methodology and Documentation Issues” and includes allowance allocations calculated in accordance with Statement of Financial Accounting Standards (SFAS) No. 114, “Accounting by Creditors for Impairment of a Loan,” as amended by SFAS 118, and allowance allocations determined in accordance with SFAS No. 5, “Accounting for Contingencies.” We have developed a consistent, well-documented loan review methodology that includes allowances assigned to certain classified loans, allowances assigned based upon estimated loss factors and qualitative reserves. The level of the allowance reflects our periodic evaluation of general economic conditions, the financial condition of our borrowers, the value and liquidity of collateral, delinquencies, prior loan loss experience, and the results of periodic reviews of the portfolio by our independent loan review department and regulatory examiners.

     Our allowance for loan losses is comprised of three elements: (i) specific reserves determined in accordance with SFAS 114 based on probable losses on specific loans; (ii) general reserves determined in accordance with SFAS 5 that consider historical loss rates, loan classifications and other factors; and (iii) a qualitative reserve determined in accordance with SFAS 5 based upon general economic conditions and other qualitative risk factors both internal and external to the Company.

We regularly evaluate our allowance for loan losses to maintain an adequate level to absorb estimated loan losses inherent in the loan portfolio. Factors contributing to the determination of specific reserves include the credit-worthiness of the borrower, changes in the value of pledged collateral, and general economic conditions. All nonaccrual loans rated substandard or worse and greater than $50,000 are specifically reviewed and a specific allocation is assigned based on the losses expected to be realized from those loans. For purposes of determining the general reserve, a certain portion of the loan portfolio is assigned a reserve allocation percentage. The reserve allocation percentage is multiplied by the outstanding loan principal balance, less cash secured loans, government guaranteed loans and classified loans to calculate the required general reserve. The general reserve allocation percentages assigned to groups of loans considers historical loss rates, loan classifications and other factors. The qualitative reserves are determined by evaluating such things as current economic conditions and trends, changes in lending staff, policies or procedures, changes in credit concentrations, changes in the trends and severity of problem loans and changes in trends in volume and terms of loans. The portion of the allowance that is not derived by the general reserve allocation percentages compensate for the uncertainly and complexity in estimating loan losses including factors and conditions that may not be fully reflected in the determination and application of the general reserve allocation percentages.

     Although we believe we use the best information available to make loan loss allowance determinations, future adjustments could be necessary if circumstances or economic conditions differ substantially from the assumptions used in making our initial determinations. A downturn in the economy and employment could result in increased levels of nonperforming assets and charge-offs, increased loan loss provisions and reductions in income. Additionally, as an integral part of their examination process, bank regulatory agencies periodically review our allowance for loan losses. The bank regulatory agencies could require the recognition of additions to the loan loss allowance based on their judgment of information available to them at the time of their examination.

     Accrual of interest is discontinued on a loan when management believes, after considering economic and business conditions and collection efforts, the borrower’s financial condition is such that collection of interest is doubtful.

     Our policy requires measurement of the allowance for an impaired collateral dependent loan based on the fair value of the collateral. Other loan impairments are measured based on the present value of expected future cash flows or the loan’s observable market price.

Acquisitions

     On March 4, 2004, we entered into a stock purchase agreement with the principal shareholders of Liberty National Bank, Granbury, Texas. On July 26, 2004 the transaction was completed. Pursuant to the purchase agreement, we paid approximately $12.3 million for all of the outstanding shares of Liberty National Bank. At closing, Liberty National Bank became a direct subsidiary of First Financial Bankshares of Delaware, Inc., our wholly owned Delaware bank holding company and, effective November 1, 2004, it was merged with our wholly owned bank subsidiary, First Financial Bank, National Association, Stephenville. The total purchase price exceeded the estimated fair value of tangible net assets acquired by approximately $7.5 million, of which approximately $359,000 was assigned to an identifiable intangible asset with the balance recorded as goodwill. The primary purpose of the acquisition was to expand the Company’s market share in areas with close proximity to Dallas/Ft. Worth, Texas. Factors that contributed to a purchase price resulting in goodwill include Liberty’s historic record of earnings, the Granbury market and its geographic location, which complements the Company’s existing service locations.

     On September 7, 2004, we entered into a stock purchase agreement with the shareholders of Southwestern Bancshares, Inc., the parent company of The First National Bank, Glen Rose, Texas. On December 1, 2004, the transaction was completed. Pursuant to the purchase agreement, we paid approximately $13.4 million for all outstanding shares of Southwestern Bancshares, Inc. At closing, Southwestern Bancshares and The First National Bank, Glen Rose, were merged into our wholly-owned bank subsidiary, First Financial Bank, National Association, Stephenville. The total purchase price exceeded the estimated fair value of tangible net assets acquired by approximately $8.7 million, of which approximately $433,000 was assigned to an identifiable intangible asset with the balance recorded as goodwill. The primary purpose of the acquisition was to expand the Company’s market share in areas with close proximity to Dallas/Ft. Worth, Texas.

Factors that contributed to a purchase price resulting in goodwill include First National Bank, Glen Rose’s historic record of earnings, the growth potential for Glen Rose and its geographic location, which complements the Company’s existing service locations.

     On October 25, 2004, we entered into a stock purchase agreement with the shareholders of Clyde Financial Corporation, the parent company of The Peoples State Bank in Clyde, Texas. On February 1, 2005, the transaction was completed. Pursuant to the purchase agreement, we paid approximately $25.4 million for all outstanding shares of Clyde Financial Corporation. At closing, Clyde Financial Corporation and The Peoples State Bank were merged into our wholly owned bank subsidiary, First Financial Bank, National Association, Abilene. The total purchase price exceeded the estimated fair value of tangible net assets acquired by approximately $13.2 million, of which approximately $1.9 million was assigned to an identifiable intangible asset with the balance recorded as goodwill. The primary purpose of the acquisition was to expand the Company’s market share near Abilene and along Interstate Highway 20 in West Texas. Factors that contributed to a purchase price resulting in goodwill include Peoples’ historic record of earnings and its geographic location which complements the Company’s existing service locations.

     The main office of the former The Peoples State Bank was located in the City of Clyde, Callahan County, Texas, approximately 12 miles east of Abilene, Texas. The bank also operated offices in Moran, Ranger and Rising Star, Texas, for a total of 4 banking offices. Effective April 1, 2005, First Financial Bank, National Association, Abilene sold the Ranger and Rising Star banking offices acquired from The Peoples State Bank to another of our wholly owned banking subsidiaries, First Financial Bank, National Association, Eastland, Texas. The Ranger, Rising Star and Eastland offices are located in Eastland County. This transaction had no impact on our consolidated financial statements.

     On August 10, 2005, we entered into an agreement and plan of merger with Bridgeport Financial Corporation, the parent company of The First National Bank of Bridgeport, Bridgeport, Texas. On December 1, 2005, the transaction was completed. Pursuant to the agreement, we paid $20.1 million, plus the assumption of $5.5 million in debt and trust preferred securities, for all of the outstanding shares of Bridgeport Financial Corporation. At closing, Bridgeport Financial Corporation was merged into First Financial Bankshares of Delaware, Inc. and the First National Bank of Bridgeport was merged with our wholly owned bank subsidiary, First Financial Bank, National Association, Southlake. The total purchase price exceeded the estimated fair value of tangible net assets acquired by approximately $14.7 million, of which approximately $2.3 million was assigned to an identifiable intangible asset with the balance recorded as goodwill. The primary purpose of the acquisition was to expand the Company’s market share near Dallas/Ft. Worth, Texas and along Interstate Highway 35 in North Central Texas. Factors that contributed to a purchase price resulting in goodwill include Bridgeport’s historic record of earnings and its geographic location which complements the Company’s existing service locations.

Results of Operations

     Performance Summary. Net earnings for 2006 were $46.0 million, an increase of $2.0 million, or 4.6 % over net earnings for 2005 of $44.0 million. Net earnings for 2004 were $39.2 million. The increase in net earnings for 2006 over 2005 was primarily attributable to growth in net interest income. The increase in net earnings for 2005 over 2004 was also primarily attributable to growth in net interest income and noninterest income, including a gain of $3.9 million, before tax, on the sale of our ownership rights in the PULSE financial network.

     On a basic net earnings per share basis, net earnings were $2.22 for 2006 as compared to $2.13 for 2005 and $1.90 for 2004. Return on average assets was 1.68% for 2006 as compared to 1.80% for 2005 and 1.82% for 2004. Return on average equity was 16.20% for 2006 as compared to 16.17% for 2005 and 15.09% for 2004.

     Net Interest Income. Net interest income is the difference between interest income on earning assets and interest expense on liabilities incurred to fund those assets. Our earning assets consist primarily of loans and investment securities. Our liabilities to fund those assets consist primarily of noninterest-bearing and interest-bearing deposits. Tax-equivalent net interest income was $110.5 million in 2006 as compared to $100.0 million in 2005 and $88.9 million in 2004. The increase in 2006 compared to 2005 and 2005 compared to 2004 resulted primarily from the increase in the volume and interest rates of our earning assets, although most of the benefit to our net interest income from rates on our earning assets was offset by similar increases in our rates paid on our deposits and short-term borrowings. Average earning assets were $2.483 billion in 2006, as compared to $2.229 billion in 2005 and $1.979 billion in 2004. The 2006 increase in average earning assets was attributable to loan growth and our acquisitions.

The 2005 increase in average earning assets is primarily attributable to our acquisitions. Table 1 allocates the change in tax-equivalent net interest income between the amount of change attributable to volume and to rate.

     Table 1 — Changes in Interest Income and Interest Expense (in thousands):

		2006 Compared to 2005												2005 Compared to 2004
		Change Attributable to								Total				Change Attributable to								Total
		Volume				Rate				Change				Volume				Rate				Change
Short-term investments		$	96			$	925			$	1,021			$	493			$	1,050			$	1,543
Taxable investment securities			5,536				2,913				8,449				2,104				201				2,305
Tax-exempt investment securities (1)			1,220				(646	)			574				96				(337	)			(241	)
Loans (1)			6,717				13,652				20,369				9,768				10,392				20,160
Interest income			13,569				16,844				30,413				12,461				11,306				23,767
Interest-bearing deposits			2,379				13,701				16,080				2,464				9,066				11,530
Short-term borrowings			2,001				1,790				3,791				35				1,115				1,150
Interest expense			4,380				15,491				19,871				2,499				10,181				12,680
Net interest income		$	9,189			$	1,353			$	10,542			$	9,962			$	1,125			$	11,087

     The net interest margin, which measures tax-equivalent net interest income as a percentage of average earning assets, is illustrated in Table 2 for the years 2004 through 2006. As the prime rate increased from 4.00% in 2004 to 8.25% in 2006, we repriced our earning assets where we were able and raised rates on interest bearing deposits accordingly as the market required. However due to the flat or inverted yield curve and the fact that almost half of our assets are investment securities, our ability to maintain our net interest margin at 2005 and 2004 levels came under pressure.

     Table 2 — Average Balances and Average Yields and Rates (in thousands, except percentages):

		2006												2005												2004
		Average				Income/				Yield/				Average				Income/				Yield/				Average				Income/				Yield/
		Balance				Expense				Rate				Balance				Expense				Rate				Balance				Expense				Rate
Assets
Short-term investments		$	64,056			$	2,981				4.65	%		$	61,059			$	1,960				3.21	%		$	28,032			$	416				1.48	%
Taxable investment securities			875,247				39,298				4.49				742,092				30,849				4.16				691,384				28,545				4.13
Tax-exempt investment securities (1)			235,569				14,653				6.22				216,787				14,079				6.49				215,268				14,320				6.65
Loans (1)(2)			1,308,309				102,218				7.81				1,209,095				81,849				6.77				1,044,010				61,690				5.91
Total earning assets			2,483,181				159,150				6.41				2,229,033				128,737				5.78				1,978,694				104,971				5.31
Cash and due from banks			107,134												100,718												86,470
Bank premises and equipment			60,827												55,228												45,722
Other assets			35,283												26,155												23,292
Goodwill, net			67,555												53,148												26,759
Allowance for loan losses			(15,666	)											(14,437	)											(12,596	)
Total assets		$	2,738,314											$	2,449,845											$	2,148,341
Liabilities and Shareholders’ Equity Interest-bearing deposits		$	1,702,051			$	42,972				2.52	%		$	1,563,709			$	26,892				1.72	%		$	1,350,992			$	15,362				1.14
Short-term borrowings			120,566				5,656				4.69				58,162				1,865				3.21				55,636				715				1.29
Total interest-bearing liabilities			1,822,617				48,628				2.67				1,621,871				28,757				1.77				1,406,628				16,077				1.14
Noninterest-bearing deposits			611,023												537,228												465,470
Other liabilities			20,557												18,448												16,741
Total liabilities			2,454,197												2,177,547												1,888,839
Shareholders’ equity			284,117												272,298												259,502
Total liabilities and shareholders’ equity		$	2,738,314											$	2,449,845											$	2,148,341
Net interest income						$	110,522											$	99,980											$	88,894
Rate Analysis:
Interest income/earning assets											6.41	%											5.78	%											5.31	%
Interest expense/earning assets											1.95												1.29												0.82
Net yield on earning assets											4.46	%											4.49	%											4.49	%

     Noninterest Income. Noninterest income for 2006 was $44.7 million, an increase of $488 thousand, or 1.10%, as compared to 2005. The increase is primarily attributable to an increase in (1) service charges on deposits of $1.1 million as a result of an increase in net new accounts and from our acquisitions, (2) an increase of $1.3 million in ATM and credit card fees primarily as a result of increased use of debit cards, (3) an increase of $597 thousand in trust fees, (4) an increase in mortgage loan fees of $458 thousand and (5) an increase in the gain on sale of student loans of $339 thousand. The fair value of our trust assets totaled $1.693 billion at December 31, 2006 compared to $1.438 billion at December 31, 2005. In 2006, we sold student loans totaling $72 million compared to $61 million in 2005 and $80 million in 2004. These increases were partially offset by (1) the $3.9 million gain on the sale of PULSE ownership rights recorded in 2005 and (2) a decrease of $173 thousand in net gains on securities transactions. Excluding the PULSE gain, our 2006 noninterest income would have increased 10.9% over 2005.

     Noninterest income for 2005 was $44.2 million, an increase of $5.4 million, or 13.8%, as compared to 2004. The increase was primarily attributable to an increase in (1) service charges on deposits of $951 thousand as a result of our enhanced overdraft protection product, begun in the second quarter of 2004, (2) gain on sale of PULSE ownership rights of $3.9 million, (3) an increase of $694 thousand in trust fees and (4) an increase of $1.1 million in ATM and credit card fees primarily as a result of increased use of debit cards. These increases were partially offset by (1) a $790 thousand decrease in gain on sale of student loans and (2) a decrease of $241 thousand in printed check income. The decline in student loan gain was due to the sale of fewer loans, $61 million in 2005 as compared to $80 million in 2004.

     Table 3 provides comparisons for other categories of noninterest income.

     Table 3 — Noninterest Income (in thousands):

						Increase								Increase
		2006				(Decrease)				2005				(Decrease)				2004
Trust fees		$	7,665			$	597			$	7,068			$	694			$	6,374
Service charges on deposit accounts			22,450				1,069				21,381				951				20,430
Real estate mortgage fees			2,539				458				2,081				99				1,982
Gain on sale of student loans			2,141				339				1,802				(790	)			2,592
ATM and credit card fees			6,214				1,253				4,961				1,053				3,908
Net gain on securities transactions			62				(173	)			235				(153	)			388
Gain on sale of PULSE ownership rights			—				(3,895	)			3,895				3,895				—
Other:
Net gain (loss) on sale of other real estate			(10	)			(70	)			60				(112	)			172
Check printing fees			669				15				654				(241	)			895
Safe deposit rental fees			444				25				419				24				395
Exchange fees			189				(25	)			214				25				189
Credit life and debt protection fees			219				135				84				(54	)			138
Data processing fees			139				(53	)			192				(2	)			194
Brokerage commissions			194				(33	)			227				(116	)			343
Interest on loan recoveries			302				67				235				121				114
Miscellaneous income			1,451				779				672				(37	)			709
Total other			3,597				840				2,757				(392	)			3,149
Total Noninterest Income		$	44,668			$	488			$	44,180			$	5,357			$	38,823

     Noninterest Expense. Total noninterest expense for 2006 was $83.1 million, an increase of $7.5 million, or 9.9%, as compared to 2005. Noninterest expense for 2005 amounted to $75.6 million, an increase of $9.5 million or 14.4% as compared to 2004. An important measure in determining whether a banking company effectively manages noninterest expenses is the efficiency ratio, which is calculated by dividing noninterest expense by the sum of net interest income on a tax-equivalent basis and noninterest income. Lower ratios indicate better efficiency since more income is generated with a lower noninterest expense total. Our efficiency ratio for 2006 was 53.57% compared to 52.48% for 2005, and 51.78% for 2004.

     Salaries and employee benefits for 2006 totaled $44.2 million, an increase of $3.9 million, or 9.6%, as compared to 2005. The primary causes of this increase were a higher number of full time employee equivalents from our Bridgeport acquisition and our new branches and overall pay increases effective during the first quarter of 2006. Also included in salaries and benefits for 2006 was stock option expense of $157 thousand as result of applying the new provisions of SFAS No. 123R.

     Net occupancy expense for 2006 was up $943 thousand from the prior year, largely as a result of facilities obtained through our acquisition, the opening of new branches and increased utility costs. Equipment expense was up $848 thousand in 2006 over 2005 due to increased equipment depreciation expense as a result of our continued investment in our technology infrastructure, our acquisition and new branches. Intangible asset amortization resulting from the core deposit intangibles related to our acquisitions increased $811 thousand. Our ATM expenses were $559 thousand more in 2006 than in 2005, primarily due to increased debit card usage by our customers, as seen in the increase in related income above. Operational and other losses were $314 thousand more in 2006 than in 2005. These losses come from charged-off demand deposit accounts and fraud losses. Offsetting the increase in noninterest expense were declines in advertising, audit and accounting and professional and service fees.

     Salaries and employee benefits for 2005 totaled $40.3 million, an increase of $4.8 million, or 13.5%, as compared to 2004. Salaries for 2005 were up $5.4 million with the increase attributable to normal pay increases and a higher number of full time equivalent employees due to our acquisitions. Medical and other benefits decreased $311 thousand in 2005 from 2004 due primarily to favorable claims experience in the Company’s self insured health plan. Profit sharing expense for 2005 decreased $665 thousand, due to a lower overall percentage increase in net income for 2005 compared to 2004. No profit sharing was calculated on the PULSE gain.

     Net occupancy expense for 2005 was up $847 thousand from the prior year, principally due to higher utility costs, which reflect the current energy market, higher real estate taxes and our acquisitions. Equipment expense was up $658 thousand in 2005 over 2004 due to increased equipment depreciation expense as a result of our continued investment in our technology infrastructure and our acquisitions. Intangible asset amortization resulting from the core deposit intangibles related to our acquisitions increased by $518 thousand. Our ATM expenses were $534 thousand more in 2005 than in 2004, primarily due to increased debit card usage by our customers as seen in the related income increases above. Other professional fees in 2005 were $420 thousand more than in 2004, principally due to costs associated with our internet banking products and information technology consulting. Telephone expense was $203 thousand more in 2005 than in 2004 as a result of upgrading our voice and data network infrastructure. Operational losses were $181 thousand more in 2005 than in 2004; this increase is attributable to the increase in charge offs in our enhanced overdraft product, which was also largely responsible for the $951thousand increase in service fees on deposit accounts noted above.

     During 2005, the Company incurred conversion costs totaling approximately $600 thousand related to the Clyde and Bridgeport acquisitions. Such amounts in 2004 for the Granbury and Glen Rose acquisition totaled approximately $210 thousand and were less due to the size and number of branches acquired. In addition, in December 2004 and carrying through October 2005, we added branches in Willow Park, Midlothian, Granbury, an in-store branch in Abilene and a limited-service branch in a retirement center in Abilene that combined had a negative impact on 2005 earnings due to start-up costs and relatively high overhead for the initial volume of business.

Table 4 — Noninterest Expense (in thousands):

						Increase								Increase
		2006				(Decrease)				2005				(Decrease)				2004
Salaries		$	35,217			$	2,829			$	32,388			$	5,353			$	27,035
Medical			2,645				161				2,484				(311	)			2,795
Profit sharing			2,116				44				2,072				(665	)			2,737
Pension			337				325				12				(80	)			92
401(k) match expense			1,041				173				868				160				708
Payroll taxes			2,667				174				2,493				331				2,162
Stock option expense			157				157				—				—				—
Total salaries and employee benefits			44,180				3,863				40,317				4,788				35,529
Net occupancy expense			5,986				943				5,043				847				4,196
Equipment expense			7,039				848				6,191				658				5,533
Intangible amortization			1,491				811				680				518				162
Other:
Data processing fees			350				12				338				(67	)			405
Postage			1,419				176				1,243				83				1,160
Printing, stationery and supplies			2,067				79				1,988				272				1,716
Advertising			1,224				(229	)			1,453				186				1,267
Correspondent bank service charges			1,353				(85	)			1,438				(139	)			1,577
ATM expense			2,870				559				2,311				534				1,777
Credit card fees			528				(69	)			597				67				530
Telephone			1,302				79				1,223				203				1,020
Public relations and business development			1,248				143				1,105				226				879
Directors’ fees			632				(13	)			645				37				608
Audit and accounting fees			1,103				(231	)			1,334				266				1,068
Legal fees			327				(84	)			411				(23	)			434
Professional and service fees			1,816				(240	)			2,056				420				1,636
Regulatory exam fees			747				75				672				83				589
Travel			524				46				478				116				362
Courier expense			963				164				799				62				737
Operational and other losses			1,641				314				1,327				181				1,146
Other miscellaneous expense			4,326				326				4,000				203				3,797
Total other			24,440				1,022				23,418				2,710				20,708
Total Noninterest Expense		$	83,136			$	7,487			$	75,649			$	9,521			$	66,128

     Income Taxes. Income tax expense was $19.3 million for 2006 as compared to $18.4 million for 2005 and $15.8 million for 2004. Our effective tax rates on pretax income were 29.6%, 29.4% and 28.7%, respectively, for the years 2006, 2005 and 2004. The effective tax rates differ from the statutory tax rate of 35% largely due to tax exempt interest income earned on certain investment securities and loans and the deductibility of dividends paid to our employee stock ownership plan.

Balance Sheet Review

     Loans. Our portfolio is comprised of loans made to businesses, individuals, and farm and ranch operations located in the primary trade areas served by our subsidiary banks. Real estate loans represent loans primarily for new home construction and owner-occupied real estate. The structure of loans in the real estate mortgage classification generally provides repricing intervals to minimize the interest rate risk inherent in long-term fixed rate mortgage loans. As of December 31, 2006, total loans were $1,373.7 million, an increase of $85.1 million, as compared to December 31, 2005. As compared to year-end 2005, real estate loans increased $65.5 million and commercial, financial and agricultural loans increased $20.1 million. Consumer loans as of year-end 2006 generally did not change as compared to 2005. Loans averaged $1,308.3 million during 2006, an increase of $99.2 million over the prior year average balances.

     Table 5 — Composition of Loans (in thousands):

		December 31,
		2006				2005				2004				2003				2002
Commercial, financial and agricultural		$	430,286			$	410,191			$	385,193			$	333,840			$	311,743
Real estate — construction			155,285				112,892				107,148				77,834				50,911
Real estate — mortgage			591,893				568,793				494,524				385,770				375,256
Consumer, net of unearned income			196,271				196,728				177,358				190,079				226,130
		$	1,373,735			$	1,288,604			$	1,164,223			$	987,523			$	964,040

     Table 6 — Maturity Distribution and Interest Sensitivity of Loans at December 31, 2006 (in thousands):

     The following tables summarize maturity and yield information for the commercial, financial, and agricultural and the real estate-construction portion of our loan portfolio as of December 31, 2006:

						After One
						Year
		One Year				Through				After Five
		or less				Five Years				Years				Total
Commercial, financial, and agricultural		$	234,072			$	153,971			$	42,243			$	430,286
Real estate — construction			93,391				35,816				26,078				155,285
		$	327,463			$	189,787			$	68,321			$	585,571

		Maturities
		After One Year
Loans with fixed interest rates		$	135,779
Loans with floating or adjustable interest rates			122,329
		$	258,108

     Asset Quality. Loan portfolios of each of our subsidiary banks are subject to periodic reviews by our centralized independent loan review group as well as periodic examinations by state and federal bank regulatory agencies. Loans are placed on nonaccrual status when, in the judgment of management, the collectibility of principal or interest under the original terms becomes doubtful. Nonperforming assets, which consist of nonperforming loans and foreclosed assets, were $4.1 million at December 31, 2006, as compared to $4.2 million at December 31, 2005 and $5.0 million at December 31, 2004. As a percent of loans and foreclosed assets, nonperforming assets were 0.30% at December 31, 2006, as compared to 0.33% at December 31, 2005 and 0.43% at December 31, 2004. We consider the level of nonperforming assets to be manageable and are not aware of any material classified credit not properly disclosed as nonperforming at December 31, 2006.

Table 7 — Nonperforming Assets (in thousands, except percentages):

		At December 31,
		2006				2005				2004				2003				2002
Nonaccrual loans		$	3,529			$	3,524			$	4,142			$	1,690			$	3,716
Loans still accruing and past due 90 days or more			129				15				120				61				14
Restructured loans			—				—				—				—				—
Nonperforming loans			3,658				3,539				4,262				1,751				3,730
Foreclosed assets			453				705				779				1,420				536
Total nonperforming assets		$	4,111			$	4,244			$	5,041			$	3,171			$	4,266
As a % of loans and foreclosed assets			0.30	%			0.33	%			0.43	%			0.32	%			0.44	%

     We record interest payments received on impaired loans as interest income unless collections of the remaining recorded investment are doubtful, at which time we record payments received as reductions of principal. We recognized interest income on impaired loans of approximately $91,000, $62,000 and $127,000 during the years ended December 31, 2006, 2005, and 2004, respectively. If interest on impaired loans had been recognized on a full accrual basis during the years ended December 31, 2006, 2005, and 2004, respectively, such income would have approximated $396,000, $163,000 and $320,000.

     Provision and Allowance for Loan Losses. The allowance for loan losses is the amount we determine as of a specific date to be adequate to provide for losses on loans that we deem are uncollectible. We determine the allowance and the required provision expense by reviewing general loss experiences and the performances of specific credits. The provision for loan losses was $2.1 million for 2006 as compared to $1.3 million for 2005 and $1.6 million for 2004. The increase in 2006 compared with 2005 was due to several factors, including overall loan growth, an increase in internally classified loans and concerns about the slowing national real estate market. The decrease in 2005 over 2004 in our provision was due to favorable collection activities and less loan growth than 2004. As a percent of average loans, net loan charge-offs were 0.04% during 2006, 0.10% during 2005 and 0.12% during 2004. The allowance for loan losses as a percent of loans was 1.18% as of December 31, 2006, as compared to 1.14% as of December 31, 2005. A key indicator of the adequacy of the allowance for loan losses is the ratio of the allowance to nonperforming loans, which consist of nonaccrual loans, loans past due 90 days, and restructured loans. This ratio for the past five years is disclosed in Table 8. Table 9 provides an allocation of the allowance for loan losses based on loan type and the percent of total loans that each major loan type represents.

     Although we believe we use the best information available to make loan loss allowance determinations, future adjustments could be necessary if circumstances or economic conditions differ substantially from the assumptions used in making our initial determinations. A downturn in the economy and employment could result in increased levels of nonperforming assets and charge-offs, increased loan loss provisions and reductions in income. Additionally, as an integral part of their examination process, bank regulatory agencies periodically review our allowance for loan losses. The banking agencies could require the recognition of additions to the loan loss allowance based on their judgment of information available to them at the time of their examination.

     Table 8 — Loan Loss Experience and Allowance for Loan Losses (in thousands, except percentages):

		2006				2005				2004				2003				2002
Balance at January 1,		$	14,719			$	13,837			$	11,576			$	11,219			$	10,602
Allowance established from purchase acquisitions			—				793				1,858				—				—
			14,719				14,630				13,434				11,219				10,602
Charge-offs:
Commercial, financial and agricultural			956				867				873				990				1,116
Consumer			865				1,088				1,075				1,186				1,471
All other			—				2				41				1				—
Total charge-offs			1,821				1,957				1,989				2,177				2,587
Recoveries:
Commercial, financial and agricultural			747				213				342				867				288
Consumer			487				507				402				482				535
All other			8				6				15				7				11
Total recoveries			1,242				726				759				1,356				834
Net charge-offs			579				1,231				1,230				821				1,753
Provision for loan losses			2,061				1,320				1,633				1,178				2,370
Balance at December 31,		$	16,201			$	14,719			$	13,837			$	11,576			$	11,219
Loans at year-end		$	1,373,735			$	1,288,604			$	1,164,223			$	987,523			$	964,040
Average loans			1,308,309				1,209,095				1,044,010				946,173				942,101
Net charge-offs/average loans			0.04	%			0.10	%			0.12	%			0.09	%			0.19	%
Allowance for loan losses/year-end loans			1.18				1.14				1.19				1.17				1.16
Allowance for loan losses/nonperforming loans			442.94				415.91				324.67				661.10				300.78

Table 9 — Allocation of Allowance for Loan Losses (in thousands):

		2006				2005				2004				2003				2002
		Allocation				Allocation				Allocation				Allocation				Allocation
		Amount				Amount				Amount				Amount				Amount
Commercial, financial and agricultural		$	7,808			$	5,962			$	6,293			$	5,293			$	3,628
Real estate — construction			1,357				855				922				669				592
Real estate — mortgage			5,483				6,572				4,636				3,754				4,368
Consumer			1,553				1,330				1,986				1,860				2,631
Total		$	16,201			$	14,719			$	13,837			$	11,576			$	11,219

     Percent of Total Loans:

		2006				2005				2004				2003				2002
Commercial, financial and agricultural			31.32	%			31.83	%			33.09	%			33.81	%			32.34	%
Real estate — construction			11.30				8.76				9.20				7.88				5.28
Real estate — mortgage			43.09				44.14				42.48				39.06				38.93
Consumer, net of unearned income			14.29				15.27				15.23				19.25				23.45

     Certain loans classified for regulatory purposes as doubtful, substandard, or special mention are included in the nonperforming asset table. Also included in classified loans are certain other loans that are deemed to be potential problems. Potential problem loans are those loans that are currently performing but for which known information about trends or uncertainties or possible credit problems of the borrowers causes management to have serious doubts as to the ability of such borrowers to comply with present repayment terms, possibly resulting in the transfer of such loans to nonperforming status. These potential problem loans totaled $1.4 million as of December 31, 2006.

     Investment Securities. Investment securities totaled $1.129 billion as of December 31, 2006, as compared to $1.046 billion at December 31, 2005 and $854.3 million at December 31, 2004. At December 31, 2006, securities with an amortized cost of $27.0 million were classified as securities held-to-maturity and securities with a market value of $1.102 billion were classified as securities available-for-sale. As compared to December 31, 2005, the overall portfolio at December 31, 2006, reflected (1) an increase of $8.6 million in U.S. Treasury securities and obligations of U.S. government sponsored-enterprises and agencies; (2) an increase of $40.0 million in obligations of states and political subdivisions; (3) a $20.6 million increase in corporate bonds and other securities; and (4) a $14.0 million increase in mortgage-backed securities. These increases were due to our investing our funds to supplement our lower loan demand and our purchasing investment securities to manage interest rate risk. As compared to December 31, 2004, the portfolio at December 31, 2005 reflected (1) an increase of $72.8 million in U.S. Treasury securities and obligations of U.S. government sponsored-enterprises and agencies; (2) an increase of $11.5 million in obligations of states and political subdivisions; (3) an increase of $27.8 million in corporate bonds and other securities; and (4) an increase of $79.7 million in mortgage-backed securities. The overall portfolio yield of 4.91% at the end of 2006 was 21 basis points higher than the prior year-end yield of 4.70% due to an improvement in market yields in 2006. We did not hold any high risk collateralized mortgage obligations or structured notes as of December 31, 2006. See Note 2 to the Consolidated Financial Statements for additional disclosures relating to the maturities and fair values of the investment portfolio at December 31, 2006 and 2005.

     Table 10 — Composition of Investment Securities (dollars in thousands):

		At December 31,
		2006								2005								2004
		Amortized								Amortized								Amortized
		Cost				Fair Value				Cost				Fair Value				Cost				Fair Value
Held-to-Maturity:
U.S. Treasury securities and obligations of U.S. government sponsored-enterprises and agencies		$	—			$	—			$	21,749			$	21,814			$	52,387			$	53,580
Obligations of states and political subdivisions			25,007				25,881				27,991				29,175				32,739				34,719
Corporate bonds			—				—				503				507				504				523
Mortgage-backed securities			1,975				1,992				2,919				2,981				4,436				4,648
Other securities			4				4				—				—				—				—
		$	26,986			$	27,877			$	53,162			$	54,477			$	90,066			$	93,470
Available-for-Sale:
U.S. Treasury securities and obligations of U.S. government sponsored-enterprises and agencies		$	407,795			$	403,855			$	379,440			$	373,529			$	270,429			$	270,079
Obligations of states and political subdivisions			242,748				246,958				200,997				203,997				181,453				187,728
Corporate bonds			69,341				69,363				53,774				53,521				22,135				22,635
Mortgage-backed securities			375,794				370,013				361,269				355,072				274,044				273,888
Other securities			12,092				12,138				6,840				6,840				9,882				9,937
		$	1,107,770			$	1,102,327			$	1,002,320			$	992,959			$	757,943			$	764,267
		$	1,134,756			$	1,130,204			$	1,055,482			$	1,047,436			$	848,009			$	857,737