Companies: 10,660     total market cap: $139.864 T
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BOK Financial
BOKF
#2253
Rank
$8.51 B
Marketcap
๐Ÿ‡บ๐Ÿ‡ธ United States
Country
$134.61
Share price
1.99%
Change (1 day)
25.04%
Change (1 year)
๐Ÿฆ Banks๐Ÿ’ณ Financial services
Categories
  1. BOK Financial
  2. Annual Reports (10-K)
  3. Financial Year 2019

BOK Financial - 10-K annual report 2019


Text size:
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One) 
☒
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
OR
☐
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ______________                 

Commission File No. 0-19341

BOK FINANCIAL CORP ET AL
(Exact name of registrant as specified in its charter)
OK
 
73-1373454
(State or other jurisdiction
of Incorporation or Organization)
 
(IRS Employer
Identification No.)
 
 
 
 
Bank of Oklahoma Tower
 
 
Boston Avenue at Second Street
 
 
Tulsa,
OK
 
74172
(Address of Principal Executive Offices)
 
(Zip Code)
 (918) 588-6000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act:  None
Securities registered pursuant to Section 12 (g) of the Act:
Common stock, $0.00006 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  ý  No  ☐
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  ¨  No  ý

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  ý  No  ¨

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

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.   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definitions of “larger accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
Large Accelerated Filer  ý     Accelerated filer  ¨ Non-accelerated filer ¨ Smaller reporting company  ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes ☐  No  ý

The aggregate market value of the registrant's common stock ("Common Stock") held by non-affiliates is approximately $2.4 billion (based on the June 28, 2019 closing price of Common Stock of $75.48 per share). As of January 31, 2020, there were 70,692,686 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates certain information by reference from the Registrant’s Proxy Statement for the 2020 Annual Meeting of Shareholders.




BOK Financial Corporation
Form 10-K
Year Ended December 31, 2019

Index

 
Part I
 
Item 1
Business
1
Item 1A
Risk Factors
8
Item 1B
Unresolved Staff Comments
14
Item 2
Properties
14
Item 3
Legal Proceedings
14
Item 4
Mine Safety Disclosures
14
 
 
 
 
Part II
 
Item 5
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
15
Item 6
Selected Financial Data
18
Item 7
Management's Discussion and Analysis of Financial Condition and Results of Operations
18
Item 7A
Quantitative and Qualitative Disclosures about Market Risk
69
Item 8
Financial Statements and Supplementary Data
76
Item 9
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
155
Item 9A
Controls and Procedures
155
Item 9B
Other Information
155
 
 
 
 
Part III
 
Item 10
Directors, Executive Officers and Corporate Governance
155
Item 11
Executive Compensation
155
Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
156
Item 13
Certain Relationships and Related Transactions, and Director Independence
156
Item 14
Principal Accounting Fees and Services
156
 
 
 
 
Part IV
 
Item 15
Exhibits, Financial Statement Schedules
156
 
 
 
 
Signatures
159
 
 
 
Exhibit 10.8
Lease Agreement between Williams Headquarters Building LLC and BOKF, NA dated July 1, 2019
 
Exhibit 10.8.1
First Amendment to Lease Agreement between Williams Headquarters Building LLC and BOKF, NA dated November 8, 2019
 
Exhibit 21
Subsidiaries of the Registrant
 
Exhibit 23
Consent of Independent Registered Public Accounting Firm
 
Exhibit 31.1
Chief Executive Officer Section 302 Certification
 
Exhibit 31.2
Chief Financial Officer Section 302 Certification
 
Exhibit 32
Section 906 Certifications
 




PART I

ITEM 1.   BUSINESS

General

Developments relating to individual aspects of the business of BOK Financial Corporation ("BOK Financial" or "the Company") are described below. Additional discussion of the Company’s activities during the current year appears within Item 7 "Management’s Discussion and Analysis of Financial Condition and Results of Operations."

Description of Business

BOK Financial is a financial holding company incorporated in the state of Oklahoma in 1990 whose activities are governed by the Bank Holding Company Act of 1956 ("BHCA"), as amended by the Financial Services Modernization Act or Gramm-Leach-Bliley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"). BOK Financial offers full service banking in Oklahoma, Texas, New Mexico, Northwest Arkansas, Colorado, Arizona, and Kansas/Missouri. At December 31, 2019, the Company reported total consolidated assets of $42 billion.

BOKF, NA is a wholly owned subsidiary bank of BOK Financial. BOKF, NA operates TransFund, Cavanal Hill Investment Management and BOK Financial Asset Management, Inc. BOKF, NA operates banking divisions across eight states: Bank of Albuquerque, Bank of Oklahoma, Bank of Texas and BOK Financial in Arizona, Arkansas, Colorado, Kansas and Missouri; as well as having limited purpose offices in Nebraska, Milwaukee and Connecticut. Other wholly owned subsidiaries of BOK Financial include BOK Financial Securities, Inc., a broker/dealer that primarily engages in retail and institutional securities sales and municipal bond underwriting; BOK Financial Private Wealth, Inc., an investment adviser to high net worth clients; and BOK Financial Insurance, Inc., a broker providing insurance services. Other non-bank subsidiary operations do not have a significant effect on the Company’s financial statements.

Our overall strategic objective is to emphasize growth in long-term value by building on our leadership position in Oklahoma through expansion into other high-growth markets in contiguous states. We operate primarily in the metropolitan areas of Tulsa and Oklahoma City, Oklahoma; Dallas, Fort Worth and Houston, Texas; Albuquerque, New Mexico; Denver, Colorado; Phoenix, Arizona, and Kansas City, Kansas/Missouri. Our acquisition strategy targets fairly priced quality organizations with demonstrated solid growth that would supplement our principal lines of business. We provide additional growth opportunities by hiring talent to enhance competitiveness, adding locations and broadening product offerings. Our operating philosophy embraces local decision-making in each of our geographic markets while adhering to common Company standards.

Our primary focus is to provide a comprehensive range of nationally competitive financial products and services in a personalized and responsive manner. Products and services include loans and deposits, cash management services, fiduciary and insurance services, mortgage banking and brokerage and trading services to middle-market businesses, financial institutions and consumers. Commercial banking represents a significant part of our business. Our credit culture emphasizes building relationships by making high quality loans and providing a full range of financial products and services to our customers. We offer derivative products that enable mortgage banking customers to manage their production risks and our energy financing expertise enables us to offer commodity derivatives for customers to use in their risk management. Our diversified base of revenue sources is designed to generate returns in a range of economic situations. Historically, fees and commissions provide 39% to 48% of our total revenue. Approximately 39% of our revenue came from fees and commissions in 2019.

BOK Financial’s corporate headquarters is located at Bank of Oklahoma Tower, Boston Avenue at Second Street, Tulsa, Oklahoma 74172.

The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports are available on the Company’s website at www.bokf.com as soon as reasonably practicable after the Company electronically files such material with or furnishes it to the Securities and Exchange Commission.


1


Operating Segments

BOK Financial operates three principal lines of business: Commercial Banking, Consumer Banking and Wealth Management. Commercial Banking includes lending, treasury and cash management services and customer commodity risk management products for small businesses, middle market and larger commercial customers. Commercial Banking also includes the TransFund electronic funds network. Consumer Banking includes retail lending and deposit services, lending and deposit services to small business customers served through the retail branch network and all mortgage banking activities. Wealth Management engages in brokerage and trading activities and provides fiduciary services, private bank services, investment advisory services and insurance services in all markets. Wealth Management also underwrites state and municipal securities. Discussion of these principal lines of business appears within the Lines of Business section of "Management's Discussion and Analysis of Financial Condition and Results of Operations".

Competition

BOK Financial and its operating segments face competition from other banks, thrifts, credit unions and other non-bank financial institutions, such as investment banking firms, investment advisory firms, brokerage firms, investment companies, financial technology firms, government agencies, mortgage brokers and insurance companies. The Company competes largely on the basis of customer services, interest rates on loans and deposits, lending limits and customer convenience. Some operating segments face competition from institutions that are not as closely regulated as banks, and therefore are not limited by the same capital requirements and other restrictions. All market share information presented below is based upon share of deposits in specified areas according to the Federal Deposit Insurance Corporation ("FDIC") as of June 30, 2019.

We are the largest financial institution in the state of Oklahoma with 13% of the state’s total deposits. We have 32% and 9% of the market share in the Tulsa and Oklahoma City areas, respectively. We compete with two banks that have operations nationwide and have greater access to funds at lower costs, higher lending limits, and greater access to technology resources. We also compete with regional and locally-owned banks in both the Tulsa and Oklahoma City areas, as well as in every other community in which we do business throughout the state.

We compete against numerous financial institutions in the state of Texas, including some of the largest in the United States, and have a market share of approximately 1% in the Dallas, Fort Worth area and less than 1% in the Houston area. We have a 10% market share in the Albuquerque area and compete with four large national banks, some regional banks and several locally-owned smaller community banks. Our market share is approximately 4% in the Denver area. We serve Benton and Washington counties in Arkansas with a market share of approximately 2%. Our market share is approximately 1% in the Kansas City, Missouri/Kansas area. We operate as a community bank with locations in Phoenix, Mesa and Scottsdale with approximately 1% market share. The Company’s ability to expand into additional states remains subject to various federal and state laws.

Employees

As of December 31, 2019, BOK Financial and its subsidiaries employed 5,107 full-time equivalent employees. None of the Company’s employees are represented by collective bargaining agreements. Management considers its employee relations to be good.

Supervision and Regulation

BOK Financial and its subsidiaries are subject to extensive regulations under federal and state laws. Both the scope of the laws and regulations and the intensity of the supervision to which our business is subject have increased in recent years. Regulatory enforcement and fines have also increased across the banking and financial services sector. Many of these changes have occurred as a result of the Dodd-Frank Act and its implementing regulations, most of which are now in place. These regulations and others are designed to promote safety and soundness, protect consumers and ensure the stability of the banking system as a whole. The purpose of these regulations is not necessarily to protect shareholders and creditors. As detailed below, these regulations require the Company and its subsidiaries to maintain certain capital balances and require the Company to provide financial support to its subsidiaries. These regulations may restrict the Company’s ability to diversify, to acquire other institutions and to pay dividends on its capital stock. These regulations also include requirements on certain programs and services offered to our customers, including restrictions on fees charged for certain services. The Company expects that its business will remain subject to extensive regulation and supervision.

The following information summarizes certain existing laws and regulations that affect the Company’s operations. It does not summarize all provisions of these laws and regulations and does not include all laws and regulations that affect the Company presently or in the future.

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General

As a financial holding company, BOK Financial is regulated under the BHCA and is subject to regular inspection, examination and supervision by the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"). Under the BHCA, BOK Financial files quarterly reports and other information with the Federal Reserve Board.

BOKF, NA is organized as a national banking association under the National Banking Act, and is subject to regulation, supervision and examination by the Office of the Comptroller of the Currency (the "OCC"), the FDIC, the Federal Reserve Board, the Consumer Financial Protection Bureau ("CFPB") and other federal and state regulatory agencies. The OCC has primary supervisory responsibility for national banks and must approve certain corporate or structural changes, including changes in capitalization, payment of dividends, change of place of business, and establishment of a branch or operating subsidiary. The OCC performs examinations concerning safety and soundness, the quality of management and directors, information technology and compliance with applicable regulations. The National Banking Act authorizes the OCC to examine every national bank as often as necessary.

A financial holding company, and the companies under its control, are permitted to engage in activities considered "financial in nature" as defined by the BHCA, Gramm-Leach-Bliley Act and Federal Reserve Board interpretations. Activities that are "financial in nature" include securities underwriting and dealing, insurance underwriting, merchant banking, operating a mortgage company, performing certain data processing operations, servicing loans and other extensions of credit, providing investment and financial advice, owning and operating savings and loan associations, and leasing personal property on a full pay-out, non-operating basis. A financial holding company is required to notify the Federal Reserve Board within thirty days of engaging in new activities determined to be "financial in nature." BOK Financial is engaged in some of these activities and has notified the Federal Reserve Board.

In order for a financial holding company to commence any new activity permitted by the BHCA, each insured depository institution subsidiary of the financial holding company must be "well capitalized" and "well managed" and have received a rating of at least "satisfactory" in its most recent examination under the Community Reinvestment Act. A financial holding company and its depository institution subsidiaries are considered to be "well capitalized" if they meet the requirements discussed in the section captioned "Capital Adequacy and Prompt Corrective Action" which follows. A financial holding company and its depository institution subsidiaries are considered to be "well managed" if they receive a composite rating and management rating of at least "satisfactory" in their most recent examinations. If a financial holding company fails to meet these requirements, the Federal Reserve Board may impose limitations or conditions on the conduct of its activities and the company may not commence any new financial activities without prior approval.

The BHCA requires the Federal Reserve Board’s prior approval for the direct or indirect acquisition of more than five percent of any class of voting stock of any non-affiliated bank. Under the Federal Bank Merger Act, the prior approval of the OCC is required for a national bank to merge with another bank or purchase the assets or assume the deposits of another bank. In reviewing applications seeking approval of merger and acquisition transactions, the bank regulatory authorities consider, among other things, the competitive effect and public benefits of the transactions, the capital position of the combined organization, the applicant’s performance record under the Community Reinvestment Act and fair housing laws and the effectiveness of the subject organizations in combating money laundering activities.

A financial holding company and its subsidiaries are prohibited under the BHCA from engaging in certain tie-in arrangements in connection with the provision of any credit, property or services. Thus, a subsidiary of a financial holding company may not extend credit, lease or sell property, furnish any services or fix or vary the consideration for these activities on the condition that (1) the customer obtain or provide additional credit, property or services from or to the financial holding company or any subsidiary thereof, or (2) the customer may not obtain some other credit, property or services from a competitor, except to the extent reasonable conditions are imposed to insure the soundness of credit extended.

The Company and other non-bank subsidiaries are also subject to other federal and state laws and regulations. For example, BOK Financial Securities, Inc. is regulated by the Securities and Exchange Commission ("SEC"), the Financial Industry Regulatory Authority ("FINRA"), the Federal Reserve Board, and state securities regulators. Such regulations generally include licensing of certain personnel, customer interactions, and trading operations. 






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Volcker and Swap Rules

Title VI of the Dodd-Frank Act, commonly known as the Volcker Rule, prohibits the Company from (1) engaging in short-term proprietary trading for our own account, and (2) having certain ownership interests in or relationships with private equity or hedge funds. The fundamental prohibitions of the Volcker Rule apply to banking entities of any size, including the Company and its bank subsidiary. Trading activity remains largely unaffected by the Volcker Rule as most of our trading activity is exempted or excluded from the proprietary trading prohibitions.

Title VII of the Dodd-Frank Act, commonly known as the Swap Rule, subjects nearly all derivative transactions to the regulations of the Commodity Futures Trading Commission ("CFTC") or SEC. This includes registration, recordkeeping, reporting, capital, margin and business conduct requirements on swap dealers and major swap participants. Under CFTC and SEC rules, entities transacting in less than $8 billion in notional value of swaps over any 12 month period are exempt from the definition of and registration as a "swap dealer." The Company currently estimates that the nature and volume of its swaps activity will not require it to register as a swap dealer.

Enhanced Prudential Standards

The Dodd-Frank Act directed the Federal Reserve Board to monitor emerging risks to financial institutions and enacted enhanced supervision and prudential standards applicable to bank holding companies with consolidated assets of $50 billion or more and non-bank covered companies designated as systematically important to the Financial Stability Oversight Council (often referred to as systemically important financial institutions). The Dodd-Frank Act mandated that certain regulatory requirements applicable to systemically important financial institutions be more stringent than those applicable to other financial institutions.

In February 2014, the Federal Reserve Board adopted rules to implement certain of these enhanced prudential standards. Beginning in 2015, the rules required publicly traded bank holding companies with $10 billion or more in total consolidated assets to establish risk committees and required bank holding companies with $50 billion or more in total consolidated assets to comply with enhanced capital, liquidity and overall risk management standards. In May 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act ("Regulatory Relief Act") raised the threshold for systemically important financial institutions from $50 billion to $250 billion while providing the Federal Reserve with authority to establish incremental prudential standards for banks between $100 billion and $250 billion.

Consumer Financial Protection

We are subject to a number of federal and state consumer protection laws that extensively govern our relationship with our customers. These laws include the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Truth in Savings Act, the Electronic Fund Transfer Act, the Expedited Funds Availability Act, the Home Mortgage Disclosure Act, the Fair Housing Act, the Real Estate Settlement Procedures Act, the Fair Debt Collection Practices Act, the Service Members Civil Relief Act and these laws’ respective state-law counterparts, as well as state usury laws and laws regarding unfair and deceptive acts and practices. These and other federal laws, among other things, require disclosures of the cost of credit and terms of deposit accounts, provide substantive consumer rights, prohibit discrimination in credit transactions, regulate the use of credit report information, provide financial privacy protections, prohibit unfair, deceptive and abusive practices, restrict our ability to raise interest rates and subject us to substantial regulatory oversight. Violations of applicable consumer protection laws can result in significant potential liability from litigation brought by customers, including actual damages, restitution and attorneys’ fees. Federal bank regulators, state attorneys general and state and local consumer protection agencies may also seek to enforce consumer protection requirements and obtain these and other remedies, including regulatory sanctions, customer rescission rights, action by the state and local attorneys general in each jurisdiction in which we operate and civil money penalties. Failure to comply with consumer protection requirements may also damage our reputation and result in our failure to obtain any required bank regulatory approval for merger or acquisition transactions we may wish to pursue or our prohibition from engaging in such transactions even if approval is not required.

The CFPB has broad rulemaking authority for a wide range of consumer financial laws that apply to all banks, including, among other things, the authority to prohibit “unfair, deceptive or abusive” acts and practices. Abusive acts or practices are defined as those that materially interfere with a consumer’s ability to understand a term or condition of a consumer financial product or service or take unreasonable advantage of a consumer’s (i) lack of financial savvy, (ii) inability to protect himself in the selection or use of consumer financial products or services, or (iii) reasonable reliance on a covered entity to act in the consumer’s interests. The CFPB can issue cease-and-desist orders against banks and other entities that violate consumer financial laws. The CFPB may also institute a civil action against an entity in violation of federal consumer financial law in order to impose a civil penalty or injunction.

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Community Reinvestment Act

The Community Reinvestment Act of 1977 ("CRA") requires depository institutions to assist in meeting the credit needs of their market areas consistent with safe and sound banking practice. Under the CRA, each depository institution is required to help meet the credit needs of its market areas by, among other things, providing credit to low- and moderate-income individuals and communities. Depository institutions are periodically examined for compliance with the CRA and are assigned ratings. In order for a financial holding company to commence any new activity permitted by the BHCA, or to acquire any company engaged in any new activity permitted by the BHCA, each insured depository institution subsidiary of the financial holding company must have received a rating of at least “satisfactory” in its most recent examination under the CRA. Furthermore, banking regulators take into account CRA ratings when considering a request for an approval of a proposed transaction. BOKF, NA received a rating of "outstanding" in its most recent CRA examination, which is above "satisfactory."

Financial Privacy

The federal banking regulators adopted rules that limit the ability of banks and other financial institutions to disclose non-public information about consumers to non-affiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a non-affiliated third party. These regulations affect how consumer information is transmitted through diversified financial companies and is conveyed to outside parties.

Capital Adequacy and Prompt Corrective Action

The Federal Reserve Board, the OCC and the FDIC have issued substantially similar risk-based and leverage capital guidelines applicable to United States banking organizations to ensure capital adequacy based upon the risk levels of assets and off-balance sheet financial instruments. In addition, these regulatory agencies may from time to time require that a banking organization maintain capital above the minimum levels, whether because of its financial condition or actual or anticipated growth. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators regarding components, risk weighting and other factors.

Federal Reserve Board risk-based guidelines define four capital metrics based on three categories of regulatory capital. Common equity Tier 1 capital ("CET1") includes common shareholders' equity, less goodwill, most intangible assets and other adjustments. Tier 1 capital consists of CET1 capital plus certain additional capital instruments and related surplus. Supplementary capital ("Tier 2") consists of preferred stock not qualifying as Tier 1 capital, qualifying mandatory convertible debt securities, limited amounts of subordinated debt, other qualifying term debt and allowances for credit losses, subject to limitations. Assets and off-balance sheet exposures are assigned to categories of risk-weights, based primarily upon relative credit risk. Risk-based capital ratios are calculated by dividing CET1, Tier 1 and total capital by risk-weighted assets. In addition to the risk-based capital ratios, the Company is also subject to the leverage ratio. The leverage ratio is determined by dividing Tier 1 capital by adjusted average total assets.

Additional capital rules were effective for banks and bank holding companies, including BOK Financial, on January 1, 2015 as part of a package of regulatory reforms developed by the Basel Committee on Banking Supervision ("BCBS") to strengthen the regulation, supervision and risk management of the banking sector, commonly referred to as the Basel III framework. Several components, which had previously been deferred, were finalized in 2019. These have either already been implemented or will be effective April 1, 2020. We do not expect capital to be materially impacted as a result.

Failure to meet minimum capital requirements would be subject to regulatory restrictions on capital distributions (including but not limited to dividends and share repurchases) and executive bonus payments.

The Federal Deposit Insurance Corporation Improvement Act of 1991 (the "FDICIA"), among other things, identifies five capital categories for insured depository institutions from well capitalized to critically under-capitalized and requires the respective federal regulatory agencies to implement systems for prompt corrective action for institutions failing to meet minimum capital requirements within such categories. FDICIA imposes progressively more restrictive covenants on operations, management and capital distributions, depending upon the category in which an institution is classified. The various regulatory agencies have adopted substantially similar regulations that define the five capital categories identified by FDICIA, using the total risk-based capital, Tier 1 risk-based capital and leverage capital ratios as the relevant capital measures. Such regulations establish various degrees of corrective action to be taken when an institution is considered under-capitalized.


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Stress Testing

The Regulatory Relief Act eliminated the requirement for periodic company run capital stress tests known as the Dodd-Frank Act Stress Test for banks with assets less than $250 billion. Although the mandate has been lifted, the Company still continues to perform capital stress testing on a regular basis.

Executive and Incentive Compensation

Guidelines adopted by federal banking agencies prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director or principal shareholder. The Federal Reserve Board has issued comprehensive guidance on incentive compensation intended to ensure that the incentive compensation policies do not undermine safety and soundness by encouraging excessive risk taking. This guidance covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, based on key principles that (i) incentives do not encourage risk-taking beyond the organization's ability to identify and manage risk, (ii) compensation arrangements are compatible with effective internal controls and risk management, and (iii) compensation arrangements are supported by strong corporate governance, including active and effective board oversight. Deficiencies in compensation practices may affect supervisory ratings and enforcement actions may be taken if incentive compensation arrangements pose a risk to safety and soundness.

Deposit Insurance

 
Substantially all of the deposits held by the subsidiary banks are insured up to applicable limits by the Deposit Insurance Fund ("DIF") of the FDIC and are subject to deposit insurance assessments to maintain the DIF. In 2011, the FDIC released a final rule to implement provisions of the Dodd-Frank Act that affect deposit insurance assessments. Among other things, the Dodd-Frank Act raised the minimum Designated Reserve Ratio (DRR) from 1.15% to 1.35% of estimated insured deposits, removed the upper limit of the designated reserve ratio, required that the designated reserve ratio reach 1.35% by September 30, 2020, and required that the FDIC offset the effect of increasing the minimum designated reserve ratio on depository institutions with total assets of less than $10 billion. The Dodd-Frank Act provided the FDIC flexibility in implementation of the increase in the designated reserve ratio, but it ultimately resulted in increased deposit insurance costs to the Company. The Dodd-Frank Act also required that the FDIC redefine the assessment base to average consolidated assets minus average tangible equity. 

On September 30, 2018 the DRR rose above 1.35%. Accordingly, the surcharge for depository institutions with assets of greater than $10 billion ceased. Base assessment rates will remain unchanged, but are scheduled to decrease when the DRR exceeds 2%. As of the third quarter of 2019, the DRR was 1.41%.

Dividends

A key source of liquidity for BOK Financial is dividends from BOKF, NA, which is limited by various banking regulations to net profits, as defined, for the year plus retained profits for the preceding two years. Dividends are further restricted by minimum capital requirements and the Company's internal capital policy. BOKF, NA's dividend limitations are discussed under the heading "Liquidity and Capital" within "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Source of Strength Doctrine

According to Federal Reserve Board policy, a bank holding company is expected to act as a source of financial strength to each subsidiary bank and to commit resources to support each such subsidiary. This support may be required at times when a bank holding company may not be able to provide such support. 

Transactions with Affiliates

The Federal Reserve Board regulates transactions between the Company and its subsidiaries. Generally, the Federal Reserve Act and Regulation W, as amended by the Dodd-Frank Act, limit the Company’s banking subsidiary and its subsidiaries, to lending and other "covered transactions" with affiliates. The aggregate amount of covered transactions a banking subsidiary or its subsidiaries may enter into with an affiliate may not exceed 10% of the capital stock and surplus of the banking subsidiary. The aggregate amount of covered transactions with all affiliates may not exceed 20% of the capital stock and surplus of the banking subsidiary.

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Covered transactions with affiliates are also subject to collateral requirements and must be conducted on arm’s length terms. Covered transactions include (a) a loan or extension of credit by the banking subsidiary, including derivative contracts, (b) a purchase of securities issued to a banking subsidiary, (c) a purchase of assets by the banking subsidiary unless otherwise exempted by the Federal Reserve, (d) acceptance of securities issued by an affiliate to the banking subsidiary as collateral for a loan, and (e) the issuance of a guarantee, acceptance or letter of credit by the banking subsidiary on behalf of an affiliate.

Bank Secrecy Act and USA PATRIOT Act

The Bank Secrecy Act ("BSA") and The USA PATRIOT Act of 2001 ("PATRIOT Act") impose many requirements on financial institutions in the interest of national security and law enforcement. BSA requires banks to maintain records and file suspicious activity reports that are of use to law enforcement and regulators in combating money laundering and other financial crimes. The PATRIOT Act is intended to deny terrorists and criminals the ability to access the U.S. financial services system and places significantly greater requirements on financial institutions. Financial institutions, such as the Company and its subsidiaries, must have a designated BSA Officer, internal controls, independent testing and training programs commensurate with their size and risk profile. As part of its internal control program, a financial institution is expected to have effective customer due diligence and enhanced due diligence requirements for high-risk customers, as well as processes to prohibit transactions with entities subject to Office of Foreign Asset Control sanctions. Documentation and recordkeeping requirements, as well as system requirements, aimed at identifying and reporting suspicious activity reporting, must increase with the institution's size and complexity. Failure to implement or maintain adequate programs and controls to combat terrorist financing and money laundering may have serious legal, financial, and reputational consequences.

Governmental Policies and Economic Factors

The operations of BOK Financial and its subsidiaries are affected by legislative changes and by the policies of various regulatory authorities and, in particular, the policies of the Federal Reserve Board. The Federal Reserve Board has statutory objectives to maximize employment and maintain price stability. Among the instruments of monetary policy used by the Federal Reserve Board to implement these objectives are: open-market operations in U.S. Government securities, changes in the discount rate and federal funds rate on bank borrowings, and changes in reserve requirements on bank deposits. The effect of future changes in such policies on the business and earnings of BOK Financial and its subsidiaries is uncertain.

In response to the significant recession in business activity which began in 2007, the Federal Reserve took aggressive actions to reduce interest rates and provide liquidity. While many of the crisis-related programs have expired or been closed, government legislation and policies continue to be accommodative, including increases in government spending, reduction of certain taxes, the continued use by the Federal Reserve of a materially expanded balance sheet and promotion of affordable home programs. 

In an effort to boost the economy as a result of risks caused by the trade war between the U.S. and China and a global slowdown, the Federal Reserve decreased its target rate by 25 basis points three times during 2019. Real gross domestic product is forecasted to remain around 2 percent in 2020. The unemployment rate dropped to historic lows of 3.5 percent in 2019 and is anticipated to stay below 4 percent in 2020. The inflation rate is expected to remain close to 2 percent. We expect energy prices to continue to be volatile due to economic, political and environmental factors. The current political environment, trade tensions, and the upcoming election could result in a volatile environment in 2020.


Foreign Operations

BOK Financial does not engage in operations in foreign countries, nor does it lend to foreign governments.

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ITEM 1A.   RISK FACTORS

BOK Financial Corporation and its subsidiaries could be adversely affected by risks and uncertainties that could have a material impact on its financial condition and results of operations, as well as on its common stock and other financial instruments. Risk factors which are significant to the Company include, but are not limited to:

General and Regulatory Risk Factors

Adverse factors could impact BOK Financial's ability to implement its operating strategy.

Although BOK Financial has developed an operating strategy, which it expects to result in continuing improved financial performance, BOK Financial cannot ensure that it will be successful in fulfilling this strategy or that this operating strategy will be successful. Achieving success is dependent upon a number of factors, many of which are beyond BOK Financial's direct control. Factors that may adversely affect BOK Financial's ability to implement its operating strategy include:

•
deterioration of BOK Financial's asset quality;
•
deterioration in general economic conditions, especially in BOK Financial's core markets;
•
inability to control BOK Financial's non-interest expenses;
•
inability to increase non-interest income;
•
inability to access capital;
•
decreases in net interest margins;
•
increases in competition;
•
a breach in the security of BOK Financial's systems and
•
adverse regulatory developments.

Substantial competition could adversely affect BOK Financial.

Banking is a competitive business. BOK Financial competes actively for loan, deposit and other financial services business in the southwest region of the United States. BOK Financial's competitors include a large number of small and large local and national banks, savings and loan associations, credit unions, trust companies, broker-dealers and underwriters, as well as many financial and non-financial firms that offer services similar to those of BOK Financial. Large national financial institutions have substantial capital, technology and marketing resources. Such large financial institutions may have greater access to capital at a lower cost than BOK Financial does, which may adversely affect BOK Financial's ability to compete effectively.

BOK Financial has expanded into markets outside of Oklahoma, where it competes with a large number of financial institutions that have an established customer base and greater market share than BOK Financial. With respect to some of its services, BOK Financial competes with non-bank companies that are not subject to regulation. The absence of regulatory requirements may give non-banks a competitive advantage.

The increasingly competitive environment is in part a result of changes in regulation, changes in technology and product delivery systems and the accelerating pace of consolidation among financial service providers. Our success depends on our ability to respond to the threats and opportunities of financial technology innovations. Developments in "fintech" and crypto-currencies have the potential to disrupt the financial industry and change the way banks do business. Investment in new technology to stay competitive could result in significant costs and increased cybersecurity risk. Our success depends on our ability to adapt to the pace of the rapidly changing technological environment which is important to retention and acquisitions of customers.

Government regulations could adversely affect BOK Financial.

BOK Financial and BOKF, NA are subject to banking laws and regulations that limit the type of acquisitions and investments that we may make. In addition, certain permitted acquisitions and investments are subject to prior review and approval by banking regulators, including the Federal Reserve, OCC and FDIC. Banking regulators have broad discretion on whether to approve proposed acquisitions and investments. In deciding whether to approve a proposed acquisition, federal banking regulators will consider, among other things, the effect of the acquisition on competition; the convenience and needs of the communities to be served, including our record of compliance under the Community Reinvestment Act; and our effectiveness in combating money laundering. They will also consider our financial condition and our future prospects, including projected capital ratios and levels; the competence, experience, and integrity of our management; and our record of compliance with laws and regulations.
 

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The last several years have seen an increase in regulatory costs borne by the banking industry. Laws, regulations or policies currently affecting BOK Financial and its subsidiaries may change. The implementation of the Dodd-Frank Act has and will continue to affect BOK Financial’s businesses, including interchange revenue, mortgage banking, derivative and trading activities on behalf of customers, consumer products and funds management.

Regulatory authorities may change their interpretation of these statutes and regulations, including the OCC, our primary regulator, and the CFPB, our regulator for certain designated consumer laws and regulations. Violations of laws and regulations could limit the growth potential of BOK Financial's businesses. We have made extensive investments in human and technological resources to address enhanced regulatory expectations, including investments in the areas of risk management, compliance, and capital planning. Political developments, including the upcoming election, add additional uncertainty to the implementation, scope and timing of changes in the regulatory environment for the banking industry and for the broader economy.

BOK Financial has a long-standing relationship with the energy industry and the local economies within BOKF's geographical footprint have a concentration in energy-related industries. The energy industry is facing increased pressure from investors and the government to mitigate greenhouse emissions, which could significantly increase costs, hinder financial results and shrink the industry.

Political environment could negatively impact BOK Financial’s business.

As a result of the financial crisis and related government intervention to stabilize the banking system, there have been a series of laws and related regulations proposed or enacted in an attempt to ensure the crisis is not repeated. Many of the new regulations have been far-reaching. The intervention by the government also impacted populist sentiment with a negative view of financial institutions. High profile mistakes by the very largest banks in the country have continued to fuel negative sentiment towards the banking industry. This sentiment may increase litigation risk to the Company or have an adverse impact on BOK Financial’s future operations. The passage of recent legislative proposals have eased some of the regulatory burden for BOK Financial; however, legislative outcomes and their durability are inherently uncertain.

Credit Risk Factors

Adverse regional economic developments could negatively affect BOK Financial's business.

At December 31, 2019, loans to businesses and individuals with collateral primarily located in Texas represented approximately 31% of the total loan portfolio, loans to businesses and individuals with collateral primarily located in Oklahoma represented approximately 16% of our total loan portfolio and loans to businesses and individuals with collateral primarily located in Colorado represented approximately 13% of our total loan portfolio. These geographic concentrations subject the loan portfolio to the general economic conditions within these areas. Poor economic conditions in Texas, Oklahoma, Colorado or other markets in the southwest region may cause BOK Financial to incur losses associated with higher default rates and decreased collateral values in BOK Financial's loan portfolio. A regional economic downturn could also adversely affect revenue from brokerage and trading activities, mortgage loan originations and other sources of fee-based revenue.

Extended oil and gas commodity price downturns could negatively affect BOK Financial customers.

At December 31, 2019, 18% of BOK Financial's total loan portfolio is comprised of loans to borrowers in the energy industry. The energy industry is historically cyclical and prolonged periods of low oil and gas commodity prices could negatively impact borrowers' ability to pay. In addition, the Company does business in several major oil and natural gas producing states including Oklahoma, Texas and Colorado. The economies of these states could be negatively impacted by prolonged periods of low oil and gas commodity prices resulting in increased credit migration to classified and nonaccruing categories, higher loan loss provisions and risk of credit losses from both energy borrowers and businesses and individuals in those regional economies.

Other adverse economic factors affecting particular industries could have a negative effect on BOK Financial customers and their ability to make payments to BOK Financial.

Certain industry-specific economic factors also affect BOK Financial. For example, BOK Financial's loan portfolio includes commercial real estate loans. A downturn in the real estate industry in general or in certain segments of the commercial real estate industry in the southwest region could also have an adverse effect on BOK Financial's operations. Regulatory changes in healthcare may negatively affect our customers. Legislation affecting reimbursement rates along with the continued transition to managed care in place of fee for service payments could affect their ability to pay.

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Adverse global economic factors could have a negative effect on BOK Financial customers and counterparties.

Economic conditions globally could impact BOK Financial’s customers and counterparties with which we do business. The United Kingdom continues to work through issues regarding BREXIT, trade related issues remain between the United States and China, an increasing tension exists between the United States and Iran, and the turmoil in Venezuela, who holds the world's largest oil reserve, continues without an obvious agreement. We have no direct exposure to European sovereign debt and limited exposure to European and Chinese financial institutions. We have not identified any significant customer exposures to European sovereign debt, European financial institutions or Chinese financial institutions.

BOK Financial, its customers and counterparties may also be negatively affected by global events, such as natural disasters, and other external events beyond our control, including public health issues, terrorist attacks and acts of war. These global events may significantly affect long-term and short-term interest rates, energy prices, the value of financial assets and ultimately economic activity in our primary markets. The adverse effect of these events on the Company may include narrowing of the spread between interest income and interest expense, a reduction in fee income, an increase in credit losses and a decrease in demand for loans and other products and services.

Liquidity and Interest Rate Risk Factors

Fluctuations in interest rates could adversely affect BOK Financial's business.

BOK Financial's business is highly sensitive to:

•
the monetary policies implemented by the Federal Reserve Board, including the discount rate on bank borrowings and changes in reserve requirements, which affect BOK Financial's ability to make loans and the interest rates we may charge;
•
changes in prevailing interest rates, due to the dependency of the subsidiary banks on interest income;
•
changes in depositor behavior;
•
open market operations in U.S. Government securities.

A significant increase in market interest rates, or the perception that an increase may occur, could adversely affect both BOK Financial's ability to originate new loans and BOK Financial's ability to grow. Conversely, a decrease in interest rates could result in acceleration in the payment of loans, including loans underlying BOK Financial's holdings of residential mortgage-backed securities and termination of BOK Financial's mortgage servicing rights. In addition, changes in market interest rates, changes in the relationships between short-term and long-term market interest rates or changes in the relationships between different interest rate indices, could affect the interest rates charged on interest-earning assets differently than the interest rates paid on interest-bearing liabilities. This difference could result in an increase in interest expense relative to interest income, which would reduce the Company’s net interest revenue. In a rising interest rate environment, the composition of the deposit portfolio could shift resulting in a mix that is more sensitive to changes in interest rates than is the current mix. An increase in market interest rates also could adversely affect the ability of BOK Financial's floating-rate borrowers to meet their higher payment obligations. If this occurred, it could cause an increase in nonperforming assets and net charge-offs, which could adversely affect BOK Financial's business.

Although much progress is being made in the industry, there remains a great deal of uncertainty regarding the ultimate disposition of LIBOR, including the actual timing of LIBOR’s discontinuance and the alternative reference rates and spreads that will be used in its stead. In 2017, the U.K. Financial Conduct Authority announced its lack of confidence in LIBOR as a market benchmark rate, and that it would no longer persuade or compel banks to submit to LIBOR after 2021. However, that does not mean that LIBOR’s panel banks will necessarily cease their submissions at that time, potentially resulting in continued availability of LIBOR past 2021.

U.S. regulatory authorities have voiced similar support for phasing out LIBOR. The Federal Reserve Bank of New York's Alternative Reference Rate Committee has recommended the Secured Overnight Financing Rate ("SOFR") as an alternative to LIBOR. However, SOFR is not currently the economic equivalent of LIBOR for two key reasons. The first is that SOFR is a secured rate while LIBOR is an unsecured rate. The second is that SOFR is an overnight rate while LIBOR is published for different maturities.

We have a significant number of loans, securities, derivative contracts, borrowings and other financial instruments with attributes that are either directly or indirectly dependent on LIBOR. Given these uncertainties, it is not possible at this time to determine the impact of the transition away from LIBOR on the valuations, pricing and operation of our financial instruments. 

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In order to be well prepared for the transition, the Company has established formal governance for the LIBOR transition, including a LIBOR Transition Working Group ("the Group") whose purpose is to guide the overall transition process for the Company. The Group is an internal, cross-functional team with representatives from all business lines, support and control functions, and legal counsel. Its responsibilities include, but are not limited to, monitoring industry developments; tracking direct and indirect exposures; developing and implementing remediation plans; and communication with internal and external stakeholders.
Key loan provisions have been modified so that new and renewed loans include LIBOR fallback language designed to ensure the smoothest possible transition from LIBOR to the new benchmark when such transition occurs. All existing financial contracts with direct exposure to LIBOR have been inventoried and are being tracked. Indirect exposures in the form of LIBOR-related systems, models, and processes are being inventoried, evaluated, and prioritized and remediation plans either underway or are being developed.

Changes in mortgage interest rates could adversely affect mortgage banking operations along with mortgage servicing rights as well as BOK Financial's substantial holdings of residential mortgage-backed securities, and brokerage and trading revenue.

BOK Financial derives a substantial amount of revenue from mortgage banking activities, the production and sale of mortgage loans and the servicing of mortgage loans. In addition, as part of BOK Financial's mortgage banking business, BOK Financial has substantial holdings of mortgage servicing rights. Revenue generated from the production and sale of mortgage loans is affected by mortgage interest rates and government policies related to economic stimulus and home ownership. Falling interest rates tend to increase mortgage lending activities and related revenue while rising interest rates have an opposite effect.

Mortgage servicing revenue is a fee earned over the life of the related loan. However, mortgage servicing rights are assets that are carried at fair value which are very sensitive to numerous factors with the primary factor being changes in market interest rates. Falling interest rates tend to increase loan prepayments, which may lead to a decrease in the value of related servicing rights. We attempt to manage this risk by maintaining an active hedging program. The primary objective of the Company's hedging program is to provide an offset to changes in the fair value of these rights due to hedgeable risks, primarily changes in market interest rates. Due to numerous unhedgeable factors, hedging strategies may not offset all changes in the fair value of the asset. Such unhedgeable factors include, but are not limited to, changes in customer prepayment or delinquency behavior that is inconsistent with historical actual performance in a similar market environment; changes in the long-term or short-term primary/secondary mortgage spreads; and changes in survey-driven assumptions such as the cost of servicing and discount rates. 

We also hold a substantial portfolio of residential mortgage-backed securities issued by U.S. government agencies. The fair value of residential mortgage-backed securities is highly sensitive to changes in interest rates. A significant decrease in interest rates may lead mortgage holders to refinance the mortgages constituting the pool backing the securities, subjecting BOK Financial to a risk of prepayment and decreased return on investment due to subsequent reinvestment at lower interest rates. A significant decrease in interest rates may also accelerate premium amortization. Conversely, a significant increase in interest rates may cause mortgage holders to extend the term over which they repay their loans, which delays the Company’s opportunity to reinvest funds at higher rates. We mitigate this risk somewhat by investing principally in shorter duration mortgage products, which are less sensitive to changes in interest rates.

In addition, the Company actively engages in trading activities that provide U.S. government agency residential mortgage-backed securities and related derivative instruments to our customers. Trading activities generate net interest revenue, trading revenue and customer hedging revenue. Trading revenue and customer hedging revenue varies in response to customer demand. The value of trading securities will increase in response to decreases in interest rates or decrease in response to increases in interest rates. We mitigate the market risk of holding trading securities through appropriate economic hedging techniques.

Market disruptions could impact BOK Financial’s funding sources.

BOK Financial’s subsidiary bank may rely on other financial institutions and the Federal Home Loan Bank of Topeka as a significant source of funds. Our ability to fund loans, manage our interest rate risk and meet other obligations depends on funds borrowed from these sources. The inability to borrow funds at market interest rates could have a material adverse effect on our operations.

11


Operating Risk Factors

Dependence on technology increases cybersecurity, data privacy and technology failure risk.
The Company is dependent on its technological ability to process, record and monitor a large number of customer transactions and store and protect a significant amount of sensitive customer information. Our customers’ use of our internet-based services, and our customer and regulatory expectations regarding operational and information security and reliability, have increased over time. Congress and the legislatures of states in which we operate regularly consider legislation that would impose more stringent data privacy requirements, resulting in increased compliance costs.

Cybersecurity risks for financial institutions have increased significantly in recent years in part because of the proliferation of new technologies, the increased use of the internet and mobile technologies to conduct financial transactions, and the increased sophistication and ever changing cyberattack techniques used by organized crime, hackers, terrorists, hostile foreign governments and other external parties to obtain confidential customer information and misappropriate customer funds. Such parties may seek to gain access to our systems directly or use equipment or security passwords belonging to employees, customers, third party services providers or other users of our systems. Accordingly, our operational systems and infrastructure must continue to be safeguarded and monitored for potential failures, disruptions, breakdowns and cyber attacks.

Our business, financial, accounting, data processing systems and other operating systems and facilities may stop operating properly or become disabled as a result of a number of factors that may be wholly or partially beyond our control. In addition to cyber attacks, there could be sudden increases in customer transaction volume, electrical or telecommunications outages, natural disasters, pandemics, events arising from political or social matters, including terrorist attacks. Third parties with whom we do business or that facilitate our business activities including exchanges, clearing houses, financial intermediaries or vendors that provide services or security solutions for our operations, could also be sources of operational or information security risk to the Company, including breakdowns or failures of their own systems, capacity constraints or cyber attacks.

Cybersecurity risk management programs are expensive to maintain and will not protect the Company from all risks associated with maintaining the security of customer data from external and internal intrusions, disaster recovery and failures in controls used by our vendors. A material breach of customer data security or operational or system failure may negatively impact our business reputation and cause a loss of customers, result in increased expense to contain the event and/or require that we provide credit monitoring services for or reimburse affected customers, result in regulatory fines, penalties or intervention, or result in litigation, all of which could have a materially adverse effect on our results of operations and financial condition.

Although to date we have not experienced any material losses relating to cyber attacks or other information security breaches or operational failures, there can be no assurance that we will not suffer such losses in the future. Our risk and exposure to these matters remains heightened and as a result the continued development and enhancement of our controls, processes and practices designed to protect and facilitate the recovery of our systems, computers, software, data and networks from attack, damage or unauthorized access remains a high priority for us. As an additional layer of protection, we have purchased network and privacy liability risk insurance coverage. Our cybersecurity insurance may not provide sufficient coverage in the event of a breach, or may not be available in the future on acceptable terms.

We depend on third parties for critical components of our infrastructure.

We outsource a significant portion of our information systems, communications, data management and transaction processing to third parties. These third parties are sources of risk associated with operational errors, system interruptions or breaches, unauthorized disclosure of confidential information and misuse of intellectual property. If the service providers encounter any of these issues, we could be exposed to disruption of service, reputation damages, and litigation risk that could be material to our business.

Risks Related to an Investment in Our Stock

Although publicly traded, BOK Financial's common stock has substantially less liquidity than the average trading market for a stock quoted on the NASDAQ National Market System.

A relatively small fraction of BOK Financial's outstanding common stock is actively traded. The risks of low liquidity include increased volatility of the price of BOK Financial's common stock. Low liquidity may also limit holders of BOK Financial's common stock in their ability to sell or transfer BOK Financial's shares at the price, time and quantity desired.

12


BOK Financial's principal shareholder controls a majority of BOK Financial's common stock.

Mr. George B. Kaiser owns approximately 54% of the outstanding shares of BOK Financial's common stock at December 31, 2019. Mr. Kaiser is able to elect all of BOK Financial's directors and effectively control the vote on all matters submitted to a vote of BOK Financial's common shareholders. Mr. Kaiser's ability to prevent an unsolicited bid for BOK Financial or any other change in control could have an adverse effect on the market price for BOK Financial's common stock. A substantial majority of BOK Financial's directors are not officers or employees of BOK Financial or any of its affiliates. However, because of Mr. Kaiser's control over the election of BOK Financial's directors, he could change the composition of BOK Financial's Board of Directors so that it would not have a majority of outside directors.

Possible future sales of shares by BOK Financial's principal shareholder could adversely affect the market price of BOK Financial's common stock.

Mr. Kaiser has the right to sell shares of BOK Financial's common stock in compliance with the federal securities laws at any time, or from time to time. The federal securities laws will be the only restrictions on Mr. Kaiser's ability to sell. Because of his current control of BOK Financial, Mr. Kaiser could sell large amounts of his shares of BOK Financial's common stock by causing BOK Financial to file a registration statement that would allow him to sell shares more easily. In addition, Mr. Kaiser could sell his shares of BOK Financial's common stock without registration under Rule 144 of the Securities Act. Although BOK Financial can make no predictions as to the effect, if any, that such sales would have on the market price of BOK Financial's common stock, sales of substantial amounts of BOK Financial's common stock, or the perception that such sales could occur, could adversely affect market prices. If Mr. Kaiser sells or transfers his shares of BOK Financial's common stock as a block, another person or entity could become BOK Financial's controlling shareholder.

Statutory restrictions on subsidiary dividends and other distributions and debts of BOK Financial's subsidiaries could limit amounts BOK Financial's subsidiaries may pay to BOK Financial.

A substantial portion of BOK Financial's cash flow typically comes from dividends paid by BOKF, NA. Statutory provisions and regulations restrict the amount of dividends BOKF, NA may pay to BOK Financial without regulatory approval. Management also developed, and the BOK Financial board of directors approved, an internal capital policy that is more restrictive than the regulatory capital standards. In the event of liquidation, creditors of the subsidiary banks and other non-bank subsidiaries of BOK Financial are entitled to receive distributions from the assets of that subsidiary before BOK Financial, as holder of an equity interest in the subsidiaries, is entitled to receive any distributions.

13


ITEM 1B.   UNRESOLVED STAFF COMMENTS
 
None.
ITEM 2.   PROPERTIES

BOK Financial and its subsidiaries own and lease improved real estate that is carried at $369 million, net of depreciation and amortization. The Company’s principal offices are located in leased premises in the Bank of Oklahoma Tower in Tulsa, Oklahoma. Banking offices are primarily located in Tulsa and Oklahoma City, Oklahoma; Dallas, Fort Worth and Houston, Texas; Albuquerque, New Mexico; Denver, Colorado; Phoenix, Arizona; and Kansas City, Kansas/Missouri. Primary operations facilities are located in Tulsa and Oklahoma City, Oklahoma; Dallas, Texas and Albuquerque, New Mexico. The Company’s facilities are suitable for their respective uses and present needs.

The information set forth in Notes 5 and 14 of the Company’s Notes to Consolidated Financial Statements, which appear elsewhere herein, provides further discussion related to properties.
ITEM 3.   LEGAL PROCEEDINGS

The information set forth in Note 14 of the Company’s Notes to Consolidated Financial Statements, which appear elsewhere herein, provides discussion related to legal proceedings.
ITEM 4.   MINE SAFETY DISCLOSURES
 
Not applicable.

14


PART II

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

BOK Financial’s $0.00006 par value common stock is traded on the NASDAQ Stock Market under the symbol BOKF. As of January 31, 2020, common shareholders of record numbered 732 with 70,692,686 shares outstanding.

The highest and lowest quarterly closing bid price for shares and cash dividends declared per share of BOK Financial common stock follows:
 
 
First
 
Second
 
Third
 
Fourth
2019:
 
 
 
 
 
 
 
 
Low
 
$
73.43

 
$
73.81

 
$
73.45

 
$
72.23

High
 
92.31

 
87.68

 
83.41

 
88.01

Cash dividends declared
 
0.50

 
0.50

 
0.50

 
0.51

2018:
 
 

 
 

 
 

 
 

Low
 
$
90.62

 
$
93.00

 
$
93.33

 
$
70.61

High
 
100.98

 
105.24

 
104.74

 
96.91

Cash dividends declared
 
0.45

 
0.45

 
0.50

 
0.50



15


Shareholder Return Performance Graph

Set forth below is a line graph comparing the change in cumulative shareholder return of the NASDAQ Composite Index, the KBW NASDAQ Bank Index and the SNL U.S. Bank NASDAQ Index for the period commencing December 31, 2014 and ending December 31, 2019.*
 
chart-1350d5c073ae56df999.jpg
 
 
Period Ending December 31,
Index
 
2014
 
2015
 
2016
 
2017
 
2018
 
2019
BOK Financial Corporation
 
100.00

 
102.22

 
146.08

 
165.97

 
134.44

 
164.15

NASDAQ Composite
 
100.00

 
106.96

 
116.45

 
150.96

 
146.67

 
200.49

SNL U.S. Bank NASDAQ
 
100.00

 
107.95

 
149.68

 
157.58

 
132.82

 
166.75

KBW NASDAQ Bank Index
 
100.00

 
100.49

 
129.14

 
153.15

 
126.02

 
171.55

*
Graph assumes value of an investment in the Company's Common Stock for each index was $100 on December 31, 2014. Cash dividends on Common Stock are assumed to have been reinvested in BOK Financial Common Stock.


16


The following table provides information with respect to purchases made by or on behalf of the Company or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of the Company’s common stock during the three months ended December 31, 2019.
 
 
Period
 
 
Total Number of Shares Purchased 2
 
 
Average Price Paid per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs 1
 
Maximum Number of Shares that May Yet Be Purchased Under the Plans
October 1, 2019 to October 31, 2019
 
25,000

 
$
76.94

 
25,000

 
4,388,287

November 1, 2019 to November 30, 2019
 
205,000

 
$
81.96

 
205,000

 
4,183,287

December 1, 2019 to December 31, 2019
 
50,000

 
$
82.38

 
50,000

 
4,133,287

Total
 
280,000

 
 
 
280,000

 
 
1 
On April 30, 2019, the Company's board of directors authorized the Company to repurchase up to five million shares of the Company's common stock. As of December 31, 2019, the Company had repurchased 866,713 shares under this plan. Future repurchases of the Company's common stock will vary based on market conditions, regulatory limitations and other factors.
2 
The Company may repurchase shares from employees to cover the exercise price and taxes in connection with employee shared-based compensation.

17


ITEM 6.  SELECTED FINANCIAL DATA

The selected financial data is set forth within Table 1 of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Table 1 – Consolidated Selected Financial Data

 
 
 
 
 
 
 
 
(Dollars in thousands, except per share data)
 
 
 
 
 
 
 
 
 
 
December 31,
 
2019
 
2018
 
2017
 
2016
 
2015
Selected Financial Data
 
 
 
 
 
 
 
 
 
For the year:
 
 
 
 
 
 
 
 
 
Interest revenue
$
1,531,958

 
$
1,228,426

 
$
972,751

 
$
829,117

 
$
766,828

Interest expense
419,079

 
243,559

 
131,050

 
81,889

 
63,474

Net interest revenue
1,112,879

 
984,867

 
841,701

 
747,228

 
703,354

Provision for credit losses
44,000

 
8,000

 
(7,000
)
 
65,000

 
34,000

Fees and commissions revenue1
702,201

 
643,176

 
642,169

 
647,986

 
615,029

Net income attributable to BOK Financial Corporation shareholders
500,758

 
445,646

 
334,644

 
232,668

 
288,565

Period-end:
 
 
 

 
 

 
 

 
 

Loans
21,750,987

 
21,656,730

 
17,153,424

 
16,989,660

 
15,941,154

Assets
42,172,021

 
38,020,504

 
32,272,160

 
32,772,281

 
31,476,128

Deposits
27,621,168

 
25,263,763

 
22,061,305

 
22,748,095

 
21,088,158

Shareholders’ equity
4,855,795

 
4,432,109

 
3,495,367

 
3,274,854

 
3,230,556

Nonperforming assets2
293,762

 
267,162

 
290,305

 
356,641

 
251,908

 
 
 
 
 
 
 
 
 
 
Profitability Statistics
 
 
 

 
 

 
 

 
 

Earnings per share (based on average equivalent shares):
 
 
 

 
 

 
 

 
 

Basic
$
7.03

 
$
6.63

 
$
5.11

 
$
3.53

 
$
4.22

Diluted
7.03

 
6.63

 
5.11

 
3.53

 
4.21

Percentages (based on daily averages):
 
 
 

 
 

 
 

 
 

Return on average assets
1.19
%
 
1.28
%
 
1.02
%
 
0.72
%
 
0.94
%
Return on average shareholders' equity
10.73
%
 
11.98
%
 
9.82
%
 
7.02
%
 
8.65
%
Average total equity to average assets
11.11
%
 
10.70
%
 
10.43
%
 
10.38
%
 
11.03
%
 
 
 
 
 
 
 
 
 
 
Common Stock Performance
 
 
 

 
 

 
 

 
 

Per Share:
 
 
 

 
 

 
 

 
 

Book value per common share
$
68.80

 
$
61.45

 
$
53.45

 
$
50.12

 
$
49.03

Market price: December 31 close
87.40

 
73.33

 
92.32

 
83.04

 
59.79

Market range – High close bid price
92.31

 
105.24

 
93.50

 
84.13

 
72.44

Market range – Low close bid price
72.23

 
70.61

 
74.34

 
44.72

 
53.37

Cash dividends declared
2.01

 
1.90

 
1.77

 
1.73

 
1.69

Dividend payout ratio
28.56
%
 
28.55
%
 
34.45
%
 
48.81
%
 
40.03
%
 
 
 
 
 
 
 
 
 
 

18


Table 1 – Consolidated Selected Financial Data

 
 
 
 
 
 
 
 
(Dollars in thousands, except per share data)
 
 
 
 
 
 
 
 
 
 
December 31,
 
2019
 
2018
 
2017
 
2016
 
2015
Selected Financial Data
 
 
 
 
 
 
 
 
 
Selected Balance Sheet Statistics
 
 
 

 
 

 
 

 
 

Period-end:
 
 
 

 
 

 
 

 
 

Common equity Tier 1 ratio
11.39
%
 
10.92
%
 
12.05
%
 
11.21
%
 
12.13
%
Tier 1 capital ratio
11.39
%
 
10.92
%
 
12.05
%
 
11.21
%
 
12.13
%
Total capital ratio
12.94
%
 
12.50
%
 
13.54
%
 
12.81
%
 
13.30
%
Leverage ratio
8.40
%
 
8.96
%
 
9.31
%
 
8.72
%
 
9.25
%
Allowance for loan losses to nonaccruing loans3
120.54
%
 
132.89
%
 
129.09
%
 
112.33
%
 
180.09
%
Allowance for loan losses to loans
0.97
%
 
0.96
%
 
1.34
%
 
1.45
%
 
1.41
%
Combined allowances for credit losses to loans 4
0.98
%
 
0.97
%
 
1.37
%
 
1.52
%
 
1.43
%
Miscellaneous (at December 31)
 
 
 

 
 

 
 

 
 

Number of employees (full-time equivalent)
5,107

 
5,313

 
4,930

 
4,884

 
4,789

Number of TransFund locations
2,463

 
2,426

 
2,223

 
2,021

 
1,972

Fiduciary assets
$
52,352,135

 
$
44,841,339

 
$
48,761,477

 
$
42,378,053

 
$
38,333,638

Mortgage loans serviced for others
20,727,106

 
21,658,335

 
22,046,632

 
21,997,568

 
19,678,226

1 
Non-GAAP measure to net interchange charges for 2015-2017 between transaction card revenue and data processing and communications expense as a result of the revenue recognition standard implemented January 1, 2018. This measure has no effect on net income or earnings per share.
2 
Includes nonaccruing loans, renegotiated loans and assets acquired in satisfaction of loans. Excludes loans past due 90 days or more and still accruing.    
3 
Excludes residential mortgage loans guaranteed by agencies of the U.S. government.
4 
Includes allowance for loan losses and accrual for off-balance sheet credit risk.


Management’s Assessment of Operations and Financial Condition

Overview

The following discussion is management’s analysis to assist in the understanding and evaluation of the financial condition and results of operations of BOK Financial Corporation ("BOK Financial" or "the Company"). This discussion should be read in conjunction with the Consolidated Financial Statements and footnotes and selected financial data presented elsewhere in this report.

The U.S. economy completed its 11th year of expansion in 2019. The unemployment rate dropped to historic lows of 3.5% during the year. GDP grew 2.2% and is expected to remain close to 2% in 2020. Inflation also remained low, below 2% for 2019 and is expected to remain close to 2% in 2020. The Federal Reserve decreased the target range for the federal funds rate by 25 basis points three times during the second half of 2019. The 10-year U.S. Treasury note finished the year yielding 1.92% versus 2.69% at December 31, 2018.


19


Performance Summary

Net income for the year ended December 31, 2019 totaled $500.8 million or $7.03 per diluted share compared with net income of $445.6 million or $6.63 per diluted share for the year ended December 31, 2018.

We incurred $17.2 million of closing and integration costs in 2019 related to the acquisition of CoBiz Financial, Inc. ("CoBiz") on October 1, 2018, which resulted in an $0.18 per share reduction in 2019. We incurred $16.6 million of closing and integrations costs in 2018, resulting in an $0.18 per share reduction. A fee earned through the sale of client assets of $15.4 million was recognized in Fiduciary and asset management fees in 2018 for a $0.17 per share addition. The fluctuation discussion in the highlights below exclude the impact of these items.

Highlights of 2019 included:
•
Net interest revenue totaled $1.1 billion for 2019, up from $984.9 million for 2018. CoBiz added $158.5 million to net interest revenue in 2019 and $43.1 million to net interest revenue in 2018. Net interest margin was 3.11% for 2019 compared to 3.20% for 2018. Average earning assets were $36.4 billion for 2019, up $5.4 billion over 2018. The increase was largely due to acquired loans and the expansion of the available for sale securities portfolio as we repositioned the balance sheet for a lower rate environment.
•
Fees and commissions revenue was $702.2 million for 2019, an increase of $74.4 million compared to 2018. Brokerage and trading revenue increased $51.5 million due to increased trading in residential mortgage-backed securities. Mortgage banking revenue increased $9.8 million. Lower mortgage interest rates have increased both mortgage loan production and trading activities. Fiduciary and asset management revenue increased $7.7 million.
•
Other operating expense totaled $1.1 billion, a $103.6 million increase compared to 2018, including $84.0 million of costs related to CoBiz operations in 2019 and $29.7 million in 2018. Excluding CoBiz operating costs, personnel expense increased $49.3 million, primarily due to an increase in incentive compensation expense combined with annual merit increases. Non-personnel expense remained consistent with 2018.
•
Based on an evaluation of all credit factors, including specific impairment of two shared national credit energy loans where the Company is not the lead agent, changes in nonaccruing and potential problem loans and net charge-offs, the Company recorded a $44.0 million provision for credit losses in 2019. An $8.0 million provision for credit losses was recorded in 2018. Nonaccruing loans not guaranteed by U.S. government agencies increased $19 million compared to December 31, 2018. Potential problem loans decreased $55 million while other loans especially mentioned increased $28 million. Net charge-offs were $41 million or 0.19% of average loans for 2019, compared to net charge-offs of $33 million or 0.18% of average loans for 2018. At December 31, 2019, the combined allowance for credit losses totaled $212 million or 0.98% of outstanding loans and 1.06%, excluding loans from CoBiz measured at acquisition date fair value. 
•
Period-end outstanding loan balances were $21.8 billion at December 31, 2019, a $94 million increase over the prior year. An increase in commercial loan balances of $396 million was largely offset by a decrease in commercial real estate loans of $331 million.
•
Period-end deposits totaled $27.6 billion at December 31, 2019, a $2.4 billion increase compared to December 31, 2018. Interest-bearing transaction deposits increased $3.2 billion, while demand deposit balances decreased $953 million.
•
Common equity Tier 1 capital ratio was 11.39% at December 31, 2019. In addition, the Tier 1 capital ratio was 11.39%, total capital ratio was 12.94% and leverage ratio was 8.40% at December 31, 2019. At December 31, 2018, the Tier 1 capital ratio was 10.92%, the total capital ratio was 12.50% and the leverage ratio was 8.96%.
•
The Company repurchased 1,572,322 shares at an average price of $82.35 per share during 2019 and 615,840 shares at an average price of $86.82 during 2018.
•
The Company paid cash dividends of $2.01 per common share during 2019 and $1.90 per common share in 2018.


20


Net income for the fourth quarter of 2019 totaled $110.4 million or $1.56 per diluted share, compared to $108.5 million or $1.50 per diluted share for the fourth quarter of 2018. The fourth quarter of 2018 earnings per share included a $0.15 per share reduction as a result of CoBiz closing and integration costs of $14.5 million. The highlights below exclude this amount.

Highlights of the fourth quarter of 2019 included:
•
Net interest revenue totaled $270.2 million for the fourth quarter of 2019, a decrease of $15.4 million compared to the fourth quarter of 2018. Net interest margin was 2.88% for the fourth quarter of 2019 and 3.40% for the fourth quarter of 2018. Net interest revenue decreased largely due to three 25 basis point decreases in the federal funds rate by the Federal Reserve during the second half of 2019.
•
Fees and commissions revenue totaled $179.4 million, up $19.3 million over the fourth quarter of 2018. Brokerage and trading revenue increased $15.7 million and mortgage banking revenue increased $3.5 million, both largely affected by lower mortgage interest rates.
•
Operating expenses in the fourth quarter totaled $288.8 million, an $18.7 million increase compared to the prior year. Personnel expense increased $13.4 million primarily due to higher incentive compensation expense. Non-personnel expenses increased $5.3 million, largely due to increased data processing and communications expense and mortgage banking costs.
•
Based on an evaluation of all credit factors, the Company recorded a $19 million provision for credit losses in the fourth quarter of 2019 and a $9 million provision for credit losses in the fourth quarter of 2018.

21


Critical Accounting Policies & Estimates

The Consolidated Financial Statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The Company's accounting policies are more fully described in Note 1 of the Consolidated Financial Statements. Management makes significant assumptions and estimates in the preparation of the Consolidated Financial Statements and accompanying notes in conformity with GAAP that may be highly subjective, complex and subject to variability. Actual results could differ significantly from these assumptions and estimates. The following discussion addresses the most critical areas where these assumptions and estimates could affect the financial condition, results of operations and cash flows of the Company. These critical accounting policies and estimates have been discussed with the appropriate committees of the Board of Directors.

Allowance for Loan Losses and Accrual for Off-Balance Sheet Credit Risk

The appropriateness of the allowance for loan losses and accrual for off-balance sheet credit risk is assessed quarterly by management based on an ongoing evaluation of the probable estimated losses inherent in the loan portfolio and probable estimated losses on unused commitments to provide financing. A consistent, well-documented methodology has been developed and is applied by an independent Credit Administration department to ensure consistency across the Company. The allowance for loan losses consists of specific allowances attributed to certain impaired loans that have not yet been charged down to amounts we expect to recover, general allowances for unimpaired loans that are based on estimated loss rates by loan class and nonspecific allowances for risks beyond factors specific to a particular portfolio segment or loan class. There were no material changes in the approach or techniques utilized in developing the allowance for loan losses and accrual for off-balance sheet credit risk during 2019.

Loans are considered impaired when it is probable that we will not collect all amounts due according to the contractual terms of the loan agreements, including loans modified in a troubled debt restructuring. Internally risk graded loans are evaluated individually for impairment. Substantially all commercial and commercial real estate loans and certain residential mortgage and personal loans are risk graded through a quarterly evaluation of the borrower's ability to repay.

Specific allowances for impaired loans that have not yet been charged down to amounts we expect to recover are measured by an evaluation of estimated future cash flows discounted at the loan's initial effective interest rate or the fair value of collateral for certain collateral dependent loans. Collateral value of real property is generally based on third party appraisals that conform to Uniform Standards of Professional Appraisal Practice, less estimated selling costs. Appraised values are on an “as-is” basis and generally are not adjusted by the Company. Updated appraisals are obtained at least annually or more frequently if market conditions indicate collateral values may have declined. Collateral value of mineral rights is determined by our internal staff of engineers based on projected cash flows under current market conditions. The value of other collateral is generally determined by our special assets staff based on liquidation cash flows under current market conditions. Collateral values and available cash resources that support impaired loans are evaluated quarterly. Historical statistics may be used as a practical way to estimate impairment in limited situations, such as when a collateral dependent loan is identified as impaired near the end of a reporting period until an updated appraisal of collateral value is received or a full assessment of future cash flows is completed. Estimates of future cash flows and collateral values require significant judgments and may be volatile.

General allowances for unimpaired loans are based on estimated loss rates by loan class. The appropriate historical gross loss rate for each loan class is determined by the greater of the current loss rate based on the most recent twelve months or average gross loss rate over the long-term credit cycle. Recoveries are not directly considered in the estimation of historical loss rates. Recoveries generally do not follow predictable patterns and are not received until well-after the charge-off date as a result of protracted legal proceedings. For risk graded loans, historical loss rates are adjusted for changes in risk rating. For each loan class, the weighted average current risk grade is compared to the weighted average long-term risk grade. This comparison determines whether the risk in each loan class is increasing or decreasing. Historical loss rates are adjusted upward or downward in proportion to changes in weighted average risk grading. General allowances for unimpaired loans also consider inherent risks identified for a given loan class. Inherent risks include consideration of the loss rates that most appropriately represent the current credit cycle and other factors attributable to a specific loan class which have not yet been represented in the historical gross loss rates or risk grading. Examples of these factors include changes in commodity prices or engineering imprecision, which may affect the value of reserves that secure our energy loan portfolio, construction risk that may affect commercial real estate loans, changes in regulations and public policy that may disproportionately impact health care loans and changes in loan product types.

Nonspecific allowances are maintained for risks beyond factors specific to a particular portfolio segment or loan class. These factors include trends in the economy in our primary lending areas, concentrations in loans with large balances and other relevant factors.

22


Fair Value Measurement

Certain assets and liabilities are recorded at fair value in the Consolidated Financial Statements. Fair value is defined by applicable accounting guidance as the price to sell an asset or transfer a liability in an orderly transaction between market participants in the principal markets for the given asset or liability at the measurement date based on market conditions at that date. An orderly transaction assumes exposure to the market for a customary period for marketing activities prior to the measurement date and not a forced liquidation or distressed sale.

A hierarchy for fair value has been established that prioritizes the inputs of valuation techniques used to measure fair value into three broad categories: unadjusted quoted prices in active markets for identical assets or liabilities (Level 1), other observable inputs that can be observed either directly or indirectly (Level 2) and unobservable inputs for assets or liabilities (Level 3). Fair value may be recorded for certain assets and liabilities every reporting period on a recurring basis or under certain circumstances on a non-recurring basis. Fair value measurements of significant assets or liabilities that are based on unobservable inputs (Level 3) are considered Critical Accounting Policies and Estimates. Additional discussion of fair value measurement and disclosure is included in Notes 7 and 19 of the Consolidated Financial Statements.

Mortgage Servicing Rights

We have a significant investment in mortgage servicing rights. Our mortgage servicing rights are primarily retained from sales in the secondary market of residential mortgage loans we have originated or purchased from correspondent lenders. Occasionally, mortgage servicing rights may be purchased from other lenders. Both originated and purchased mortgage servicing rights are initially recognized at fair value. We carry all mortgage servicing rights at fair value. Changes in fair value are recognized in earnings as they occur.

Mortgage servicing rights are not traded in active markets. The fair value of mortgage servicing rights is determined by discounting the projected cash flows. Certain significant assumptions and estimates used in valuing mortgage servicing rights are based on current market sources including projected prepayment speeds, assumed servicing costs, earnings on escrow deposits, ancillary income and discount rates. Assumptions used to value our mortgage servicing rights are considered significant unobservable inputs and represent our best estimate of assumptions that market participants would use to value this asset. A separate third party model is used to estimate prepayment speeds based on interest rates, housing turnover rates, estimated loan curtailment, anticipated defaults and other relevant factors. The prepayment model is updated periodically for changes in market conditions and adjusted to better correlate with actual performance of our servicing portfolio. The discount rate is based on benchmark rates for mortgage loans plus a market spread expected by investors in servicing rights. Significant assumptions used to determine the fair value of our mortgage servicing rights are presented in Note 7 to the Consolidated Financial Statements. At least annually, we request estimates of fair value from outside sources to corroborate the results of the valuation model.

The assumptions used in this model are primarily based on mortgage interest rates. Evaluation of the effect of a change in one assumption without considering the effect of that change on other assumptions is not meaningful. Considering all related assumptions, we expect a 50 basis point increase in primary mortgage interest rates to increase the fair value of our servicing rights by $30 million. We expect a $42 million decrease in the fair value of our mortgage servicing rights from a 50 basis point decrease in primary mortgage interest rates.

Valuation of Impaired Loans and Real Estate and Other Repossessed Assets

The fair value of collateral for certain impaired loans and real estate and other repossessed assets is measured on a non-recurring basis. The fair value of real estate is generally based on unadjusted third-party appraisals derived principally from or corroborated by observable market data. Fair value measurements based on these appraisals are considered to be based on Level 2 inputs. Fair value measurements based on appraisals that are not based on observable inputs or that require significant adjustments by us or fair value measurements that are not based on third-party appraisals are considered to be based on Level 3 inputs. Significant unobservable inputs include listing prices for comparable assets, uncorroborated expert opinions or management's knowledge of the collateral or industry.


23


The fair value of mineral rights is generally determined by our internal staff of engineers based on projected cash flows from proven oil and gas reserves under existing economic and operating conditions. Proven oil and gas reserves are estimated quantities that geological and engineering data demonstrate, with reasonable certainty, to be recoverable in future years from known reservoirs using existing prices and costs. Projected cash flows incorporate assumptions related to a number of factors including production, sales prices, operating expenses, severance, ad valorem taxes, capital costs and appropriate discount rate. Fair values determined through this process are considered to be based on Level 3 inputs.
 
Income Taxes

Determination of income tax expense and related assets and liabilities is complex and requires estimates and judgments when applying tax laws, rules, regulations and interpretations. It also requires judgments as to future earnings and the timing of future events. Accrued income taxes represent an estimate of net amounts due to or from taxing jurisdictions based upon these estimates, interpretations and judgments.

Management evaluates the Company's current tax expense or benefit based upon estimates of taxable income, tax credits and statutory tax rates. Annually, we file tax returns with each jurisdiction where we conduct business and adjust recognized income tax expense or benefit to filed tax returns.

We recognize deferred tax assets and liabilities based upon the differences between the values of assets and liabilities as recognized in the financial statements and their related tax basis using enacted tax rates in effect for the year in which the differences are expected to be recovered or settled. A valuation allowance is provided when it is more likely than not that some portion of the entire deferred tax asset may not be realized.

We also recognize the benefit of uncertain tax positions when based upon all relevant evidence, it is more-likely-than-not that our position would prevail upon examination, including resolution of related appeals or litigation, based upon the technical merits of the position. Unrecognized tax benefits, including estimated interest and penalties, are part of our current accrued income tax liability. Estimated penalties and interest are recognized in income tax expense. Income tax expense in future periods may decrease if an uncertain tax position is favorably resolved, generally upon completion of an examination by the taxing authorities, expiration of a statute of limitations, or changes in facts and circumstances.

24


Results of Operations
Net Interest Revenue and Net Interest Margin

Net interest revenue is the interest earned on debt securities, loans and other interest-earning assets less interest paid for interest-bearing deposits and other borrowings. The net interest margin is calculated by dividing tax-equivalent net interest revenue by average interest-earning assets. Net interest spread is the difference between the average rate earned on interest-earning assets and the average rate paid on interest-bearing liabilities. Net interest margin is typically greater than net interest spread due to interest income earned on assets funded by non-interest bearing liabilities such as demand deposits and equity.

Tax-equivalent net interest revenue totaled $1.1 billion for 2019, up from $993.8 million for 2018. Tax-equivalent net interest revenue increased $130.7 million over the prior year. The acquisition of CoBiz in the fourth quarter of 2018 added $158.5 million to net interest revenue in 2019 and $43.1 million to net interest revenue in 2018. This includes $37.8 million of net purchase discount accretion for 2019 and $6.4 million for 2018. Net interest revenue decreased $13.7 million due to rates and increased $144.4 million from growth in earning assets. Table 2 shows the effects on net interest revenue due to changes in average balances and interest rates for the various types of earning assets and interest-bearing liabilities. In addition, see the Annual and Quarterly Financial Summary of consolidated daily average balances, yields and rates following the Consolidated Financial Statements.

Net interest margin was 3.11% for 2019 and 3.20% for 2018. The tax-equivalent yield on earning assets was 4.27% for 2019, up from 3.98% in 2018. Short-term interest rate increases during the first half of the year resulting from four 25 basis point increases in the federal funds rate by the Federal Reserve during 2018 were partially offset by three 25 basis point decreases in the federal funds rate in the second half of 2019. Loan yields increased 33 basis points to 5.13%. The available for sale securities portfolio yield increased 23 basis points to 2.58%. The yield on interest-bearing cash and cash equivalents increased 48 basis points to 2.28%. The yield on trading securities fell 29 basis points to 3.55%.

Funding costs increased 42 basis points over 2018. The cost of interest-bearing deposits increased 39 basis points. The cost of other short-term borrowings increased 35 basis points. The benefit to net interest margin from earning assets funded by non-interest bearing liabilities was 45 basis points for 2019, up from 41 basis points for 2018.

Average earning assets for 2019 increased $5.4 billion or 18% over 2018, largely due to acquired loans combined with the expansion of the available for sale securities portfolio. Average loans, net of allowance for loan losses, increased $3.4 billion. The average balance of available for sale securities, which consists largely of residential and commercial mortgage-backed securities guaranteed by U.S. government agencies, increased $1.8 billion. We purchase securities to supplement earnings and to manage interest rate risk. We have increased the size of our bond portfolio during the second half of 2019 in order to reduce our exposure to falling short-term interest rates. Fair value option securities, which we hold as an economic hedge against changes in the fair value or mortgage servicing rights, increased $682 million. Trading securities balances increased $242 million. Average interest-bearing cash and cash equivalents decreased $704 million.

Total average deposits grew by $2.8 billion over the prior year, largely related to acquired deposits. Average interest-bearing transaction account balances increased $2.5 billion. Average demand deposit balances increased $219 million. Average short-term borrowings increased $2.9 billion over the prior year, primarily from increased borrowings from federal funds purchased and the Federal Home Loan Banks.

Our overall objective is to manage the Company’s balance sheet to be relatively neutral to changes in interest rates as is further described in the Market Risk section of this report. As shown in Table 21, approximately 77% of our commercial and commercial real estate loan portfolios are either variable rate loans or fixed rate loans that will re-price within one year. These loans are funded primarily by deposit accounts that are either non-interest bearing, or that re-price more slowly than the loans. The result is a balance sheet that would be asset sensitive, which means that assets generally re-price more quickly than liabilities. Among the strategies that we use to manage toward a relatively rate-neutral position, we purchase fixed rate residential mortgage-backed securities issued primarily by U.S. government agencies and fund them with market rate sensitive liabilities. The liability-sensitive nature of this strategy provides an offset to the asset-sensitive characteristics of our loan portfolio. We also may use derivative instruments to manage our interest rate risk. 

The effectiveness of these strategies is reflected in the overall change in net interest revenue due to changes in interest rates as shown in Table 2 and in the interest rate sensitivity projections as shown in the Market Risk section of this report.


25


Fourth Quarter 2019 Net Interest Revenue

Tax-equivalent net interest revenue totaled $273.0 million for the fourth quarter of 2019, a decrease of $15.8 million compared to the fourth quarter of 2018. CoBiz added $30.4 million to net interest revenue in the fourth quarter of 2019 and $43.1 million to net interest revenue in the fourth quarter of 2018. The fourth quarter of 2019 included $5.8 million of net purchase accounting discount accretion and the fourth quarter of 2018 included $6.4 million. Net interest revenue decreased $28.9 million primarily due to three 25 basis point decreases in the federal funds rate by the Federal Reserve during 2019. This was partially offset by an increase of $13.1 million primarily due to the growth in average available for sale securities, fair value option securities, and loan balances.

Net interest margin was 2.88% for the fourth quarter of 2019 compared to 3.40% for the fourth quarter of 2018. The tax-equivalent yield on earning assets was 3.93% for the fourth quarter of 2019, a decrease of 40 basis points compared to the fourth quarter of 2018. Loan yields decreased 34 basis points to 4.75%, primarily due to federal funds rate cuts in 2019. Yield on trading securities decreased 91 basis points to 3.19% and the yield on fair value option securities decreased 94 basis points to 2.62%.

Funding costs decreased 2 basis points compared to the fourth quarter of 2018. The cost of interest-bearing deposits increased 22 basis points over the fourth quarter of 2018. The cost of other short-term borrowings decreased 50 basis points. The benefit to net interest margin from earning assets funded by non-interest bearing liabilities was 35 basis points in the fourth quarter of 2019, down from 49 basis points in the fourth quarter of 2018, primarily due to a decrease in demand deposits and an increase in receivables from our trading activity.

Average earning assets for the fourth quarter of 2019 increased $4.4 billion over the fourth quarter of 2018. Available for sale securities increased $2.6 billion as the balance sheet is repositioned for the current rate environment. Fair value option securities held as an economic hedge of our mortgage servicing rights increased $1.2 billion. Average loans, net of allowance for loan losses, increased $661 million.

Average deposits increased $2.0 billion over the fourth quarter of 2018. Average interest-bearing transaction accounts increased $2.9 billion, partially offset by a decrease in average demand deposit balances of $1.0 billion. Average short-term borrowings increased $2.8 billion.

2018 Net Interest Revenue

Tax-equivalent net interest revenue for 2018 was $993.8 million, up from $858.9 million for 2017. The acquisition of CoBiz in the fourth quarter of 2018 added $43.1 million to net interest revenue, including $6.4 million of net purchase accounting discount accretion. Net interest revenue increased $55.5 million due to rates and $79.4 million from growth in earning assets. The benefit of an increase in short-term interest rates during 2018 on the loan portfolio and interest-bearing cash and cash equivalents yields was partially offset by higher borrowing costs.

Net interest margin was 3.20% for 2018 compared to 2.92% for 2017. The tax-equivalent yield on average earning assets increased 62 basis points over 2017, primarily due to increases in short-term interest rates resulting from four 25 basis point increases in federal funds rate during the year. Loan yields increased 67 basis points. The yield on interest-bearing cash and cash equivalents increased 70 basis points. The available for sale securities portfolio yield increased 22 basis points. The cost of interest-bearing liabilities increased 52 basis points. The cost of interest-bearing deposits increased 30 basis points and the cost of other short-term borrowings increased 86 basis points. The benefit to net interest margin from earning assets funded by non-interest bearing liabilities was 41 basis points for 2018, compared to 23 basis points for 2017, primarily due to interest rate increases during 2018.

Average earning assets increased $1.4 billion or 5% over 2017 with $950 million due to CoBiz. Average loans, net of allowance for loan losses, increased $1.6 billion led by growth in commercial and commercial real estate loans. Trading securities balances increased $1.0 billion, primarily related to expanded U.S. mortgage-backed securities trading activity. The average balance of available for sale securities decreased $144 million. Total average deposits grew by $624 million over 2017, including $859 million from the CoBiz acquisition. Excluding acquired deposits, average demand deposit account balances decreased $131 million, average interest-bearing transaction deposits decreased $62 million and average time deposit balances decreased $81 million. Borrowings from the Federal Home Loan Banks increased $325 million and funds purchased and repurchase agreements increased $392 million compared to 2017.

26


Table 2 – Volume/Rate Analysis
(In thousands)
 
 
Year Ended
 
Year Ended
 
 
December 31, 2019 / 2018
 
December 31, 2018 / 2017
 
 
 
 
Change Due To1
 
 
 
Change Due To1
 
 
Change
 
Volume
 
Yield /
Rate
 
Change
 
Volume
 
Yield /
Rate
Tax-equivalent interest revenue:
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing cash and cash equivalents
 
$
(10,119
)
 
$
(14,371
)
 
$
4,252

 
$
205

 
$
(11,155
)
 
$
11,360

Trading securities
 
4,012

 
8,666

 
(4,654
)
 
40,311

 
37,008

 
3,303

Investment securities
 
(1,431
)
 
(2,597
)
 
1,166

 
(2,944
)
 
(2,504
)
 
(440
)
Available for sale securities
 
56,629

 
35,720

 
20,909

 
19,404

 
581

 
18,823

Fair value option securities
 
17,731

 
19,592

 
(1,861
)
 
(1,550
)
 
(3,541
)
 
1,991

Restricted equity securities
 
5,305

 
5,696

 
(391
)
 
3,065

 
1,880

 
1,185

Residential mortgage loans held for sale
 
(1,018
)
 
(535
)
 
(483
)
 
(583
)
 
(1,645
)
 
1,062

Loans
 
235,141

 
168,241

 
66,900

 
189,518

 
68,882

 
120,636

Total tax-equivalent interest revenue
 
306,250

 
220,412

 
85,838

 
247,426

 
89,506

 
157,920

Interest expense:
 
 
 
 
 
 
 
 
 
 
 
 
Transaction deposits
 
66,995

 
20,057

 
46,938

 
37,232

 
1,748

 
35,484

Savings deposits
 
238

 
66

 
172

 
80

 
35

 
45

Time deposits
 
12,788

 
1,302

 
11,486

 
4,402

 
(769
)
 
5,171

Funds purchased and repurchase agreements
 
43,796

 
28,392

 
15,404

 
8,351

 
2,369

 
5,982

Other borrowings
 
46,417

 
20,787

 
25,630

 
60,856

 
5,023

 
55,833

Subordinated debentures
 
5,286

 
5,398

 
(112
)
 
1,588

 
1,665

 
(77
)
Total interest expense
 
175,520

 
76,002

 
99,518

 
112,509

 
10,071

 
102,438

Tax-equivalent net interest revenue
 
130,730

 
144,410

 
(13,680
)
 
134,917

 
79,435

 
55,482

Change in tax-equivalent adjustment
 
2,718

 
 
 
 
 
(8,249
)
 
 
 
 
Net interest revenue
 
$
128,012

 
 
 
 
 
$
143,166

 
 
 
 
1 Changes attributable to both volume and yield/rate are allocated to both volume and yield/rate on an equal basis.



27


Table 2 – Volume/Rate Analysis (continued)
(In thousands)
 
 
Three Months Ended
 
 
December 31, 2019 / 2018
 
 
 
 
Change Due To1
 
 
Change
 
Volume
 
Yield /
Rate
Tax-equivalent interest revenue:
 
 
 
 
 
 
Interest-bearing cash and cash equivalents
 
$
(835
)
 
$
44

 
$
(879
)
Trading securities
 
(6,621
)
 
(2,589
)
 
(4,032
)
Investment securities
 
(387
)
 
(626
)
 
239

Available for sale securities
 
14,607

 
14,433

 
174

Fair value option securities
 
6,910

 
8,988

 
(2,078
)
Restricted equity securities
 
643

 
1,494

 
(851
)
Residential mortgage loans held for sale
 
2

 
219

 
(217
)
Loans
 
(10,396
)
 
8,261

 
(18,657
)
Total tax-equivalent interest revenue
 
3,923

 
30,224

 
(26,301
)
Interest expense:
 
 
 
 
 
 
Transaction deposits
 
13,554

 
6,560

 
6,994

Savings deposits
 
6

 
7

 
(1
)
Time deposits
 
2,661

 
444

 
2,217

Funds purchased and repurchase agreements
 
12,077

 
10,731

 
1,346

Other borrowings
 
(8,599
)
 
(652
)
 
(7,947
)
Subordinated debentures
 
2

 
(9
)
 
11

Total interest expense
 
19,701

 
17,081

 
2,620

Tax-equivalent net interest revenue
 
(15,778
)
 
13,143

 
(28,921
)
Change in tax-equivalent adjustment
 
(341
)
 
 
 
 
Net interest revenue
 
$
(15,437
)
 
 
 
 
1 Changes attributable to both volume and yield/rate are allocated to both volume and yield/rate on an equal basis.

28


Other Operating Revenue

Other operating revenue was $694.4 million for 2019, an increase of $77.6 million or 13% over 2018 driven by growth in brokerage and trading revenue and mortgage banking revenue. 

A $15.4 million fee earned through the sale of client assets was recognized as fiduciary and asset management revenue in 2018. This fee is excluded from the fluctuation discussion below.

Table 3 – Other Operating Revenue 
(In thousands)
 
Year Ended December 31,
 
2019
 
2018
 
2017
 
2016
 
2015
Brokerage and trading revenue
$
159,826

 
$
108,323

 
$
131,601

 
$
138,377

 
$
129,556

Transaction card revenue1
87,216

 
84,025

 
81,143

 
78,347

 
73,650

Fiduciary and asset management revenue
177,025

 
184,703

 
162,889

 
135,387

 
126,034

Deposit service charges and fees
112,485

 
112,153

 
112,079

 
111,589

 
109,592

Mortgage banking revenue
107,541

 
97,787

 
104,719

 
133,914

 
126,002

Other revenue
58,108

 
56,185

 
49,738

 
50,372

 
50,195

Total fees and commissions revenue
702,201


643,176

 
642,169

 
647,986

 
615,029

Other gains (losses), net
9,351

 
(2,265
)
 
11,434

 
4,687

 
5,390

Gain (loss) on derivatives, net
14,951

 
(422
)
 
779

 
(15,685
)
 
430

Gain (loss) on fair value option securities, net
15,787

 
(25,572
)
 
(2,733
)
 
(10,555
)
 
(3,684
)
Change in fair value of mortgage servicing rights
(53,517
)
 
4,668

 
172

 
(2,193
)
 
(4,853
)
Gain (loss) on available for sale securities, net
5,597

 
(2,801
)
 
4,428

 
11,675

 
12,058

Total other-than-temporary impairment
—

 
—

 
—

 
—

 
(2,443
)
Portion of loss recognized in (reclassified from) other comprehensive income
—

 
—

 
—

 
—

 
624

Net impairment losses recognized in earnings
—

 
—

 
—

 
—

 
(1,819
)
Total other operating revenue
$
694,370

 
$
616,784

 
$
656,249

 
$
635,915

 
$
622,551

 
 
 
 
 
 
 
 
 
 
Non-GAAP Reconciliation:1
 
 
 
 
 
 
 
 
 
Transaction card revenue on income statement
87,216

 
84,025

 
119,988

 
116,452

 
109,579

Netting adjustment
—

 
—

 
(38,845
)
 
(38,105
)
 
(35,929
)
Transaction card revenue after netting adjustment
87,216

 
84,025


81,143


78,347


73,650

1  
Non-GAAP measure to net interchange charges for 2015-2017 between transaction card revenue and data processing and communications expense as a result of the revenue recognition standard implemented January 1, 2018. This measure has no effect on net income or earnings per share.

Fees and commissions revenue

Diversified sources of fees and commissions revenue are a significant part of our business strategy and represented 39% of total revenue for 2019, excluding provision for credit losses and gains and losses on asset sales, securities and derivatives and the change in the fair value of mortgage servicing rights. We believe that a variety of fee revenue sources provides an offset to changes in interest rates, values in the equity markets, commodity prices and consumer spending, all of which can be volatile. As an example of this strength, many of the economic factors such as rising interest rates resulting in growth in net interest revenue or fiduciary and asset management revenue, may also decrease mortgage banking production volumes. We expect growth in other operating revenue to come through offering new products and services and by further development of our presence in other markets. However, current and future economic conditions, regulatory constraints, increased competition and saturation in our existing markets could affect the rate of future increases.

Brokerage and trading revenue, which includes revenues from trading, customer hedging, retail broker and investment banking, increased $51.5 million or 48% over the prior year.

29


Trading revenue includes net realized and unrealized gains and losses primarily related to sales of residential mortgage-backed securities guaranteed by U.S. government agencies and related derivative instruments that enable our mortgage-banking customers to manage their production risk. Trading revenue also includes net realized and unrealized gains and losses on municipal securities, asset-backed securities and other financial instruments that we sell to institutional customers, along with changes in the fair value of financial instruments we hold as economic hedges against market risk of our trading securities. Trading revenue was $88.6 million for 2019, an increase of $60.5 million over 2018. Lower mortgage interest rates during 2019 increased customer mortgage-backed trading activities. In addition, trading revenue growth reflected a shift in the mix of our to-be-announced residential mortgage backed securities contracts from our customer hedging program to our trading program.

Customer hedging revenue is based primarily on realized and unrealized changes in the fair value of derivative contracts held for customer risk management programs. As more fully discussed under Customer Derivative Programs in Note 3 of the Consolidated Financial Statements, we offer commodity, interest rate, foreign exchange and equity derivatives to our customers. Derivative contracts executed with customers are offset with contracts between selected counterparties and exchanges to minimize market risk from changes in commodity prices, interest rates or foreign exchange rates. Customer hedging revenue totaled $18.9 million for 2019, a decrease of $19.9 million or 51% compared to 2018.

Revenue earned from retail brokerage transactions totaled $16.1 million for 2019, a decrease of $1.8 million or 10% compared to the prior year. Retail brokerage revenue is primarily based on fees and commissions earned on sales of fixed income securities, annuities, mutual funds and other financial instruments to retail customers. Revenue is primarily based on the volume of customer transactions and applicable commission rate for each type of product.

Insurance brokerage fees were $13.9 million for 2019, an increase of $9.7 million compared to the prior year due to a full year of operations with the addition of CoBiz in October, 2018.

Investment banking, which includes fees earned upon completion of underwriting, financial advisory services and loan syndication fees, totaled $22.3 million for 2019, an increase of $3.1 million or 16% compared to 2018, related to the timing and volume of completed transactions.

Transaction card revenue depends largely on the volume and amount of transactions processed, the number of TransFund automated teller machine (“ATM”) locations and the number of merchants served. Transaction card revenue totaled $87.2 million for 2019, a $3.2 million or 4% increase over 2018. Revenues from the processing of transactions on behalf of the members of our TransFund electronic funds transfer ("EFT") network totaled $77.3 million, up $1.1 million or 1% over 2018. The number of TransFund ATM locations totaled 2,463 at December 31, 2019 compared to 2,426 at December 31, 2018. Merchant services fees paid by customers for account management and electronic processing of card transactions totaled $8.8 million, an increase of $982 thousand over the prior year.

Fiduciary and asset management revenue is earned through managing or holding of assets for customers and executing transactions or providing related services. Approximately 90% of fiduciary and asset management revenue is primarily based on the fair value of assets. Rates applied to those asset values vary based on the nature of the relationship. Fiduciary and managed asset relationships generally have a higher fee rate than non-fiduciary and/or managed relationships.

Fiduciary and asset management revenue grew $7.7 million or 5% over 2018 primarily due to growth in managed fiduciary assets.





30


A distribution of assets under management or administration and related fiduciary and asset management revenue follows:

Table 4 -- Assets Under Management or Administration
 
Year Ended December 31,
 
 
2019
 
2018
 
 
Balance
 
Revenue1
 
Margin2
 
Balance
 
Revenue1
 
Margin2
 
Managed fiduciary assets:
 
 
 
 
 
 
 
 
 
 
 
 
Personal
$
10,441,048

 
$
97,527

 
0.93
%
 
$
8,115,503

 
$
92,633

 
1.14
%
 
Institutional
13,512,904

 
25,603

 
0.19
%
 
13,119,497

 
22,488

 
0.17
%
 
Total managed fiduciary assets
23,953,952

 
123,130

 
0.51
%
 
21,235,000

 
115,121

 
0.54
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-managed assets:
 
 
 
 
 
 
 
 
 
 
 
 
Fiduciary
28,398,183

 
52,480

 
0.18
%
 
23,606,339

 
67,460

 
0.22
%
3 

Non-fiduciary
14,250,586

 
1,415

 
0.01
%
 
15,964,854

 
2,122

 
0.01
%
 
Safekeeping and brokerage assets under administration
16,138,240

 
—

 
—
%
 
15,473,584

 
—

 
—
%
 
Total non-managed assets
58,787,009

 
53,895

 
0.09
%
 
55,044,777

 
69,582

 
0.10
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total assets under management or administration
$
82,740,961

 
$
177,025

 
0.21
%
 
$
76,279,777

 
$
184,703

 
0.22
%
3 

1 
Fiduciary and asset management revenue includes asset-based and other fees associated with the assets.
2 
Revenue divided by period-end balance.
3 Margin excludes $15.4 million fee earned through client asset management.

A summary of changes in assets under management or administration for the year ended December 31, 2019 and 2018 follows:

Table 5 -- Changes in Assets Under Management or Administration
 
 
Year Ended
December 31,
 
 
2019
 
2018
Beginning balance
 
$
76,279,777

 
$
81,827,797

Net inflows (outflows)
 
(257,531
)
 
(6,812,199
)
Change in assets from acquisitions
 
—

 
998,705

Net change in fair value
 
6,718,715

 
265,474

Ending balance
 
$
82,740,961

 
$
76,279,777


Mortgage banking revenue totaled $107.5 million for 2019, a $9.8 million or 10% increase compared to 2018. Mortgage production revenue increased $11.0 million. Production volume is up $446 million as average primary interest rates decreased 60 basis points compared to 2018. Gain on sale margin also increased 19 basis points to 1.44%. In 2019, we exited our lower margin online lead purchasing business to focus on our core competency of developing complete, long-term relationships with our clients. In addition, the lower mortgage interest rates in 2019 led to an increase in supply of mortgage applications, which further expanded margins. Mortgage servicing revenue was $64.8 million, relatively consistent with the prior year. The outstanding principal balance of mortgage loans serviced for others totaled $20.7 billion at December 31, 2019, a $931 million decrease compared to December 31, 2018.


31


Table 6 – Mortgage Banking Revenue
(In thousands)
 
Year Ended December 31,
 
2019
 
2018
 
2017
 
2016
 
2015
Mortgage production revenue
$
42,720

 
$
31,690

 
$
38,498

 
$
69,628

 
$
69,587

 
 
 
 
 
 
 
 
 
 
Mortgage loans funded for sale
$
2,973,291

 
$
2,587,297

 
$
3,286,873

 
$
6,117,417

 
$
6,372,956

Add: Current year end outstanding commitments
158,460

 
160,848

 
222,919

 
318,359

 
601,147

Less: Prior year end outstanding commitments
160,848

 
222,919

 
318,359

 
601,147

 
627,505

Total mortgage production volume
2,970,903

 
2,525,226

 
3,191,433

 
5,834,629

 
6,346,598

 
 
 
 
 
 
 
 
 
 
Gain on sale margin
1.44
%
 
1.25
%
 
1.21
%
 
1.19
%
 
1.10
%
Mortgage loan refinances to mortgage loans funded for sale
44
%
 
28
%
 
40
%
 
51
%
 
42
%
Primary mortgage interest rates:
 
 
 
 
 
 
 
 
 
Average
3.94
%
 
4.54
%
 
3.99
%
 
3.65
%
 
3.85
%
Period end
3.74
%
 
4.55
%
 
3.99
%
 
4.32
%
 
3.96
%
 
 
 
 
 
 
 
 
 
 
Mortgage servicing revenue
$
64,821

 
$
66,097

 
$
66,221

 
$
64,286

 
$
56,415

Average outstanding principal balance of mortgage loans serviced for others
21,257,462

 
21,891,749

 
22,055,002

 
20,837,897

 
17,920,557

 
 
 
 
 
 
 
 
 
 
Average mortgage servicing fee rates
0.30
%
 
0.30
%
 
0.30
%
 
0.31
%
 
0.31
%

Primary rates disclosed in Table 6 above represent rates generally available to borrowers on 30 year conforming mortgage loans.

Net gains on securities, derivatives and other assets

As discussed in the Market Risk section following, the fair value of our mortgage servicing rights ("MSRs") changes in response to changes in primary mortgage loan rates and other assumptions. We attempt to mitigate the earnings volatility caused by changes in the fair value of MSRs by designating certain financial instruments as an economic hedge. Changes in the fair value of these instruments are generally expected to partially offset changes in the fair value of MSRs.
The net economic cost of the changes in fair value of mortgage servicing rights and related economic hedges was $17.9 million in 2019, including a $53.5 million decrease in the fair value of mortgage servicing rights, offset by a $30.4 million increase in the fair value of securities and derivative contracts held as an economic hedge and $5.2 million of related net interest revenue.

The net economic cost of changes in the fair value of mortgage servicing rights and related economic hedges was $15.6 million in 2018. The fair value of mortgage servicing rights increased $4.7 million. The fair value of securities and interest rate derivative contracts held as an economic hedge decreased $25.0 million. Net interest earned on securities held as an economic hedge was $4.8 million.


32


Table 7 – Gain (Loss) on Mortgage Servicing Rights, Net of Economic Hedge
(In thousands)
 
Year Ended December 31,
 
2019
 
2018
 
2017
 
2016
 
2015
Gain (loss) on mortgage hedge derivative contracts, net
$
14,589

 
$
551

 
$
681

 
$
(15,696
)
 
$
634

Gain (loss) on fair value option securities, net
15,787

 
(25,572
)
 
(2,733
)
 
(10,555
)
 
(3,684
)
Gain (loss) on economic hedge of mortgage servicing rights
30,376

 
(25,021
)
 
(2,052
)
 
(26,251
)
 
(3,050
)
Gain (loss) on change in fair value of mortgage servicing rights
(53,517
)
 
4,668

 
172

 
(2,193
)
 
(4,853
)
Gain (loss) on changes in fair value of mortgage servicing rights, net of economic hedges included in other operating revenue
(23,141
)
 
(20,353
)
 
(1,880
)
 
(28,444
)
 
(7,903
)
Net interest revenue on fair value option securities1
5,214

 
4,798

 
8,435

 
4,356

 
8,001

Total economic benefit (cost) of changes in the fair value of mortgage servicing rights, net of economic hedges
$
(17,927
)
 
$
(15,555
)
 
$
6,555

 
$
(24,088
)
 
$
98

1 
Actual interest earned on fair value option securities less internal transfer-priced cost of funds.

Fourth Quarter 2019 Other Operating Revenue

Other operating revenue was $178.6 million for the fourth quarter of 2019, an increase of $42.1 million compared to the fourth quarter of 2018.

A decrease in mortgage interest rates in 2019 increased mortgage banking revenue and related trading activity. Brokerage and trading revenue was $43.8 million for the fourth quarter of 2019, an increase of $15.7 million. Mortgage banking revenue was $25.4 million for the fourth quarter of 2019, an increase of $3.5 million. Mortgage loan production volumes were $635 million for the fourth quarter of 2019, compared to $460 million in the fourth quarter of 2018. 

The fourth quarter of 2019 included a $3.7 million decrease in the fair value of mortgage servicing rights, net of economic hedges, while the fourth quarter of 2018 included a $12.4 million decrease.

Other gains and losses, net, increased $6.7 million primarily due to changes in the fair value of assets related to the deferred compensation plan and equity securities not held for trading purposes.


2018 Other Operating Revenue

Other operating revenue totaled $616.8 million for 2018, a decrease of $39.5 million or 6% compared to 2017. The change in the fair value of mortgage servicing rights, net of economic hedges, decreased operating revenue in 2018 by $20.4 million compared to a decrease in operating revenue of $1.9 million in 2017 as a result of mortgage rate volatility in 2018.

Brokerage and trading revenue for 2018 decreased $23.3 million compared to 2017. During 2018, we significantly expanded our U.S. government residential mortgage-backed securities trading activities. Net interest revenue on our trading portfolio grew $37.0 million. However, trading revenue decreased $15.5 million in 2018, primarily due to an $18.3 million increase in hedging costs. Customer hedging revenue decreased $5.3 million compared to 2017. The volume of derivative contracts sold to our mortgage banking customers used to hedge their pipelines of mortgage loan originations decreased as average mortgage rates rose during 2018.

Transaction card revenue grew by $2.9 million over 2017 primarily due to growth in transaction volumes. Fiduciary and asset management fees increased $6.4 million primarily due to growth in managed fiduciary assets.

Mortgage banking revenue decreased by $6.9 million compared 2017 mainly due to a decrease in production volume as average primary interest rates climbed 56 basis points.



33


Other Operating Expense

Other operating expense for 2019 totaled $1.1 billion, a $104.2 million or 10% increase over the prior year. CoBiz added $17.2 million in closing and integration costs during 2019 and $16.6 million in 2018. Operations related to CoBiz added $84.0 million to other operating expense in 2019 and $29.7 million in 2018. Excluding those costs, operating expense increased $49.3 million, mostly related to incentive compensation. The fluctuation discussion below excludes closing and integration costs.

Table 8 – Other Operating Expense
(In thousands)
 
Year Ended December 31,
 
2019
 
2018
 
2017
 
2016
 
2015
Regular compensation
$
395,902

 
$
358,280

 
$
333,226

 
$
332,740

 
$
313,403

Incentive compensation:
 
 
 
 
 
 
 
 
 
Cash-based compensation
144,526

 
132,593

 
127,964

 
128,077

 
114,305

Share-based compensation
15,544

 
4,229

 
23,602

 
10,464

 
12,358

Deferred compensation
8,711

 
(1,076
)
 
4,091

 
1,687

 
361

Total incentive compensation
168,781

 
135,746

 
155,657

 
140,228

 
127,024

Employee benefits
95,882

 
89,105

 
84,525

 
80,151

 
74,871

Total personnel expense
660,565

 
583,131

 
573,408

 
553,119

 
515,298

Business promotion
35,662

 
30,523

 
28,877

 
26,582

 
27,851

Charitable contributions to BOKF Foundation
3,000

 
2,846

 
2,000

 
2,000

 
796

Professional fees and services
54,861

 
59,099

 
51,067

 
56,783

 
40,123

Net occupancy and equipment
110,275

 
97,981

 
86,477

 
80,024

 
76,016

Insurance
20,906

 
23,318

 
19,653

 
32,489

 
20,375

Data processing & communications1
124,983

 
114,796

 
108,125

 
93,736

 
86,454

Printing, postage and supplies
16,517

 
17,169

 
15,689

 
15,584

 
13,498

Net losses & operating expenses of repossessed assets
6,707

 
17,052

 
9,687

 
3,359

 
1,446

Amortization of intangible assets
20,618

 
9,620

 
6,779

 
6,862

 
4,359

Mortgage banking costs
50,685

 
46,298

 
52,856

 
61,387

 
38,813

Other expense
27,602

 
26,333

 
32,054

 
47,560

 
35,233

Total other operating expense
$
1,132,381

 
$
1,028,166

 
$
986,672

 
$
979,485

 
$
860,262

 
 
 
 
 
 
 
 
 
 
Average number of employees (full-time equivalent)
5,155

 
4,993

 
4,900

 
4,872

 
4,797

 
 
 
 
 
 
 
 
 
 
Non-GAAP Reconciliation:1
 
 
 
 
 
 
 
 
 
Data processing and communications expense on income statement
124,983

 
114,796

 
146,970

 
131,841

 
122,383

Netting adjustment
—

 
—

 
(38,845
)
 
(38,105
)
 
(35,929
)
Data processing and communications expense after netting adjustment
124,983


114,796


108,125


93,736


86,454

1 
Non-GAAP measure to net interchange charges for 2015-2017 between transaction card revenue and data processing and communications expense as a result of the revenue recognition standard implemented January 1, 2018. This measure has no effect on net income or earnings per share.

Personnel expense

Personnel expense increased $80.3 million in 2019. Regular compensation expense, which consists of salaries and wages, overtime pay and temporary personnel costs, increased $36.0 million or 10% over 2018. CoBiz employees added $33.9 million in 2019 and $13.5 million in 2018. The remaining increase is primarily due to standard annual merit increases, which were effective for the majority of our staff on March 1. The average number of employees increased with the addition of CoBiz employees.


34


Incentive compensation increased $37.6 million or 29% compared to 2018. The addition of CoBiz employees added $8.4 million to incentive compensation in 2019 and $2.9 million in 2018. Cash-based incentive compensation plans, which are either intended to provide current rewards to employees who generate long-term business opportunities for the Company based on growth in loans, deposits, customer relationships and other measurable metrics or intended to compensate employees with commissions on completed transactions, grew $16.5 million over 2018. 

Share-based compensation expense represents expense for equity awards based on the grant-date fair value. Non-vested shares generally cliff vest in 3 years and are subject to a two year holding period after vesting. The number of shares that will ultimately vest is determined by BOKF's change in earnings per share relative to a defined group of peer banks. Share-based compensation expense for equity awards increased $11.3 million compared to 2018, primarily due to an increase in the vesting probability of certain performance-based share awards.

The Company currently offers a deferred compensation plan for certain executive and senior officers. Deferred compensation expense increased $9.8 million compared to the prior year. Deferred compensation expense is largely offset by changes in the fair value of assets held in rabbi trusts for the benefit of participants, which is included in other gains (losses), net in the Consolidated Statements of Earnings.

Non-personnel operating expense

Non-personnel expense increased $23.3 million or 5% over the prior year.

Intangible asset amortization increased $11.0 million due to the addition of CoBiz. Occupancy and equipment expense increased $8.4 million or 9%, primarily related to CoBiz operations. Data processing and communications expense increased $8.5 million or 7% primarily due to technology project costs. Mortgage banking expense increased $4.4 million or 9%, primarily due to an increase in prepayments.

Net losses and operating expenses of repossessed assets decreased $10.3 million over the prior year mainly due to write-downs on a set of oil and gas properties and a healthcare property in 2018. Insurance expense decreased $2.6 million or 11%, largely due to the elimination of a large bank deposit insurance surcharge assessed by the FDIC in the fourth quarter of 2018.

Fourth Quarter 2019 Operating Expenses

Other operating expense for the fourth quarter of 2019 totaled $288.8 million, an increase of $4.2 million compared to the fourth quarter of 2018. The fourth quarter of 2018 included $14.5 million of CoBiz closing and acquisition costs. The discussion following excludes these costs.

Personnel expense increased $13.4 million over the fourth quarter of 2018, primarily due to an increase in incentive compensation of $17.6 million. Share-based compensation expense increased $5.6 million mainly due to changes in vesting assumptions related to the Company's earnings per share growth relative to a defined peer group. Deferred compensation expense increased $6.1 million, which is largely offset by changes in the fair value of assets held in rabbi trusts for the benefit of participants. Cash based incentive compensation increased $5.9 million due to increased sales activity. These increases were partially offset by a decrease in employee benefit costs of $3.6 million, primarily related to a reduction in employee insurance costs.

Non-personnel expense increased $5.3 million compared to the fourth quarter of 2018, largely due to increases in data processing and communications expense and mortgage banking costs.

2018 Operating Expenses

Other operating expense totaled $1.0 billion for 2018, a $41.5 million or 4% increase over 2017. Closing and integration costs were $16.6 million and operating expenses related to CoBiz were $29.7 million in 2018.

Personnel expense increased $4.0 million in 2018. A $24.9 million increase in regular compensation expense largely as a result of the addition of Cobiz employees in the fourth quarter was partially offset by a $24.6 million decrease in incentive compensation due to changes in vesting assumptions.


35


Non-personnel expense increased $20.9 million or 5% over 2017. Occupancy and equipment expense increased $11.4 million, primarily related to the addition of CoBiz operating expenses and the new Oklahoma City office. Data processing and communications expense increased $6.3 million due to technology project costs. Insurance expense increased $3.7 million. The Company received $5.1 million in credits during 2017 related to the revision of certain inputs to the assessment calculation filed for years 2013 through 2016. Net losses and operating expenses of repossessed assets increased $7.4 million mainly due to write-downs on a set of oil and gas properties and a healthcare property.

Mortgage banking expense decreased $6.6 million, largely due to a reduction in accruals related to default servicing and loss mitigation costs on loans serviced for others. Other expense decreased $5.7 million primarily due to reductions in litigation expenses and expenses related to merchant banking investments that were sold in 2017.
Income Taxes

Income tax expense was $130.2 million or 20.6% of net income before taxes for 2019, $119.1 million or 21.1% of net income before taxes for 2018 and $182.6 million or 35.2% of net income before taxes for 2017.

In 2018, we completed our accounting for uncertainties that resulted from the Tax Reform Act. Resolution of these uncertainties decreased 2018 tax expense by $1.7 million. Excluding these adjustments, the 2018 effective tax rate would have been 21.4%.

Net deferred tax liabilities totaled $26 million at December 31, 2019 compared to net deferred tax assets of $35 million at December 31, 2018. We have evaluated the recoverability of our deferred tax assets based on the generation of future taxable income during the periods in which those temporary differences become deductible and determined that no valuation allowance was required in 2019 and 2018.

Income tax expense was $30.3 million or 21.5% of net income before taxes for the fourth quarter of 2019 compared to $20.1 million or 15.7% of net income before taxes for the fourth quarter of 2018.

36


Table 9 – Selected Quarterly Financial Data (Unaudited)
(In thousands, except per share data)
 
2019
 
First
 
Second
 
Third
 
Fourth
Interest revenue
$
376,074

 
$
390,820

 
$
395,207

 
$
369,857

Interest expense
97,972

 
105,388

 
116,111

 
99,608

Net interest revenue
278,102

 
285,432

 
279,096

 
270,249

Provision for credit losses
8,000

 
5,000

 
12,000

 
19,000

Net interest revenue after provision for credit losses
270,102

 
280,432

 
267,096

 
251,249

 
 
 
 
 
 
 
 
Fees and commissions revenue
160,552

 
176,108

 
186,119

 
179,422

Gain on financial instruments and other assets, net
17,384

 
25,512

 
12,924

 
(10,134
)
Change in fair value of mortgage servicing rights
(20,666
)
 
(29,555
)
 
(12,593
)
 
9,297

Other operating revenue
157,270

 
172,065

 
186,450

 
178,585

 
 
 
 
 
 
 
 
Personnel expense
169,228

 
160,342

 
162,573

 
168,422

Other non-personnel expense
117,929

 
116,795

 
116,719

 
120,373

Total other operating expense
287,157

 
277,137

 
279,292

 
288,795

 
 
 
 
 
 
 
 
Net income before taxes
140,215

 
175,360

 
174,254

 
141,039

Federal and state income taxes
29,950

 
37,580

 
32,396

 
30,257

Net income
110,265

 
137,780

 
141,858

 
110,782

Net income (loss) attributable to non-controlling interests
(347
)
 
217

 
(373
)
 
430

Net income attributable to shareholders of BOK Financial Corp. shareholders
$
110,612

 
$
137,563

 
$
142,231

 
$
110,352

 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
 
Basic
$
1.54

 
$
1.93

 
$
2.00

 
$
1.56

Diluted
$
1.54

 
$
1.93

 
$
2.00

 
$
1.56

 
 
 
 
 
 
 
 
Average shares:
 
 
 
 
 
 
 
Basic
71,387,070

 
70,887,063

 
70,596,307

 
70,295,899

Diluted
71,404,388

 
70,902,033

 
70,609,924

 
70,309,644


37


Table 9 – Selected Quarterly Financial Data (Unaudited) (continued)
(In thousands, except per share data)
 
2018
 
First
 
Second
 
Third
 
Fourth
Interest revenue
$
265,407

 
$
294,180

 
$
303,247

 
$
365,592

Interest expense
45,671

 
55,618

 
62,364

 
79,906

Net interest revenue
219,736

 
238,562

 
240,883

 
285,686

Provision for credit losses
(5,000
)
 
—

 
4,000

 
9,000

Net interest revenue after provision for credit losses
224,736

 
238,562

 
236,883

 
276,686

 
 
 
 
 
 
 
 
Fees and commissions revenue
159,614

 
157,258

 
166,197

 
160,107

Gain (loss) on financial instruments and other assets, net
(24,831
)
 
(2,582
)
 
(4,228
)
 
581

Change in fair value of mortgage servicing rights
21,206

 
1,723

 
5,972

 
(24,233
)
Other operating revenue
155,989

 
156,399

 
167,941

 
136,455

 
 
 
 
 
 
 
 
Personnel expense
139,947

 
138,947

 
143,531

 
160,706

Other non-personnel expense
104,483

 
107,529

 
109,086

 
123,937

Total other operating expense
244,430

 
246,476

 
252,617

 
284,643

 
 
 
 
 
 
 
 
Net income before taxes
136,295

 
148,485

 
152,207

 
128,498

Federal and state income taxes
30,948

 
33,330

 
34,662

 
20,121

Net income
$
105,347

 
$
115,155

 
$
117,545

 
$
108,377

Net income (loss) attributable to non-controlling interests
(215
)
 
783

 
289

 
(79
)
Net income attributable to shareholders of BOK Financial Corp. shareholders
$
105,562

 
$
114,372

 
117,256

 
108,456

 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
 
Basic
$
1.61

 
$
1.75

 
$
1.79

 
$
1.50

Diluted
$
1.61

 
$
1.75

 
$
1.79

 
$
1.50

 
 
 
 
 
 
 
 
Average shares:
 
 
 
 
 
 
 
Basic
64,847,334

 
64,901,975

 
64,901,095

 
71,808,029

Diluted
64,888,033

 
64,937,226

 
64,934,351

 
71,833,334



38


Lines of Business

We operate three principal lines of business: Commercial Banking, Consumer Banking and Wealth Management. Commercial Banking includes lending, treasury and cash management services and customer risk management products for small businesses, middle market and larger commercial customers. Commercial Banking also includes the TransFund EFT network. Consumer Banking includes retail lending and deposit services, lending and deposit services to small business customers served through our consumer branch network and all mortgage banking activities. Wealth Management provides fiduciary services, private bank services, insurance and investment advisory services in all markets. Wealth Management also underwrites state and municipal securities and engages in brokerage and trading activities.

In addition to our lines of business, we have a Funds Management unit. The primary purpose of this unit is to manage our overall liquidity needs and interest rate risk. Each line of business borrows funds from and provides funds to the Funds Management unit as needed to support their operations. Operating results for Funds Management and other include the effect of interest rate risk positions and risk management activities, securities gains and losses including impairment charges, the provision for credit losses in excess of net loans charged off, tax planning strategies and certain executive compensation costs that are not attributed to the lines of business. The Funds Management unit also initially recognizes accruals for loss contingencies when losses become probable. Actual losses are recognized by the lines of business if the accruals are settled.

The operations of CoBiz, acquired on October 1, 2018, were allocated to the operating segments in the second quarter of 2019. Prior to April 1, 2019, CoBiz operations were included in Funds Management and other.

We allocate resources and evaluate the performance of our lines of business using the net direct contribution, which includes the allocation of funds, actual net credit losses and capital costs. In addition, we measure the performance of our business lines after allocations of certain indirect expenses and taxes based on statutory rates.

The cost of funds borrowed from the Funds Management unit by the operating lines of business is transfer priced at rates that approximate market rates for funds with similar repricing and cash flow characteristics. Market rates are generally based on the applicable LIBOR or interest rate swap rates, adjusted for prepayment risk and liquidity risk. This method of transfer-pricing funds that support assets of the operating lines of business tends to insulate them from interest rate risk.

The value of funds provided by the operating lines of business to the Funds Management unit is also based on rates that approximate wholesale market rates for funds with similar repricing and cash flow characteristics. Market rates are generally based on LIBOR or interest rate swap rates. The funds credit formula applied to deposit products with indeterminate maturities is established based on their repricing characteristics reflected in a combination of the short-term LIBOR rate and a moving average of an intermediate term swap rate, with an appropriate spread applied to both. Shorter duration products are weighted towards the short term LIBOR rate and longer duration products are weighted towards the intermediate swap rates. The expected duration ranges from 30 days for certain rate-sensitive deposits to five years. During 2018, the funds transfer pricing rates for non-maturity deposits became inverted due to the flattening of the yield curve. Short term rates continued to increase while long term rates remained relatively flat. In order to appropriately reflect the organizational value of these deposits to the lines of business, effective January 1, 2019, we made adjustments that attribute more deposit credit value to the business lines, with the offset to Funds Management and other.

Economic capital is assigned to the business units by a capital allocation model that reflects management’s assessment of risk. This model assigns capital based upon credit, operating, interest rate and other market risk inherent in our business lines and recognizes the diversification benefits among the units. The level of assigned economic capital is a combination of the risk taken by each business line, based on its actual exposures and calibrated to its own loss history where possible. Average invested capital includes economic capital and amounts we have invested in the lines of business.

As shown in Table 10 following, net income attributable to our lines of business increased $81.8 million or 18% over the prior year. Net interest revenue grew by $135.2 million over the prior year, primarily due to the CoBiz acquisition combined with growth in average loan balances. Net charge-offs were up $9.8 million over the prior year. Other operating revenue increased $62.1 million and other operating expense increased $69.8 million.

39


Table 10 – Net Income by Line of Business
(In thousands)
 
Year Ended December 31,
 
2019
 
2018
 
2017
Commercial Banking
$
374,806

 
$
333,515

 
$
267,797

Consumer Banking
56,606

 
25,399

 
15,573

Wealth Management
95,331

 
86,027

 
59,849

Subtotal
526,743

 
444,941

 
343,219

Funds Management and other
(25,985
)
 
705

 
(8,575
)
Total
$
500,758

 
$
445,646

 
$
334,644



Commercial Banking

Commercial Banking contributed $374.8 million to consolidated net income in 2019, up $41.3 million or 12% over the prior year. Growth in net interest revenue and fees and commissions revenue was partially offset by increased operating expense.

Table 11 – Commercial Banking
(Dollars in thousands)
 
Year Ended December 31,
 
2019
 
2018
 
2017
Net interest revenue from external sources
$
919,148

 
$
726,855

 
$
618,325

Net interest expense from internal sources
(242,907
)
 
(159,954
)
 
(92,055
)
Total net interest revenue
676,241

 
566,901

 
526,270

Net loans charged off
39,011

 
30,358

 
13,877

Net interest revenue after net loans charged off
637,230

 
536,543

 
512,393

 
 
 
 
 
 
Fees and commissions revenue1
168,667

 
161,949

 
163,107

Other gains, net
1,745

 
752

 
7,192

Other operating revenue
170,412

 
162,701

 
170,299

 
 
 
 
 
 
Personnel expense
163,106

 
122,863

 
117,824

Non-personnel expense1
89,353

 
79,232

 
79,864

Other operating expense
252,459

 
202,095

 
197,688

 
 
 
 
 
 
Net direct contribution
555,183

 
497,149

 
485,004

Gain on financial instruments, net
106

 
26

 
52

Gain (loss) on repossessed assets, net
331

 
(6,532
)
 
(2,681
)
Corporate expense allocations
43,055

 
36,670

 
28,060

Income before taxes
512,565

 
453,973

 
454,315

Federal and state income taxes
137,759

 
120,458

 
186,518

Net income
$
374,806

 
$
333,515

 
$
267,797

 
 
 
 
 
 
Average assets
$
22,807,589

 
$
18,432,035

 
$
17,766,027

Average loans
18,090,224

 
15,073,484

 
14,373,830

Average deposits
10,319,677

 
8,517,137

 
8,725,920

Average invested capital
2,218,013

 
1,561,623

 
1,338,468

1  
Fees and commission revenue for 2017 has been adjusted on a comparable basis with 2019 and 2018 (Non-GAAP measure) to net interchange fees paid to issuing banks on card transactions processed by our TransFund merchant processing services for the twelve months ended December 31, 2017 as a result of the revenue recognition standard.


40


Net interest revenue increased $109.3 million or 19% over the prior year, primarily due to the allocation of CoBiz to the business lines and an increase in average originated loan balances, along with increased yields. Yields on deposits sold to the Funds Management unit also went up due to the increase in short-term interest rates. Net loans charged-off increased $8.7 million.

Fees and commissions revenue increased $6.7 million or 4% due to an increase in loan syndication fees based on the timing of completed transactions and an increase in revenues from the processing of transactions on behalf of the members of our TransFund EFT network, split almost equally.

Operating expense increased $50.4 million or 25% compared to 2018. Personnel expense increased $40.2 million or 33% primarily due to the incorporation of CoBiz employees combined with standard annual merit increases. Non-personnel expense increased $10.1 million or 13%, primarily due to increased intangible asset amortization related to CoBiz. Corporate expense allocations increased $6.4 million or 17% over the prior year.

The average outstanding balance of loans attributed to Commercial Banking was up $3.0 billion or 20% over 2018 to $18.1 billion. See the Loans section of Management's Discussion and Analysis of Financial condition following for additional discussion of changes in commercial and commercial real estate loans, which are primarily attributed to the Commercial Banking segment.

Average deposits attributed to Commercial Banking were $10.3 billion for 2018, a 21% increase compared to the prior year. See Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital for further discussion of change.

Consumer Banking

Consumer Banking services are provided through four primary distribution channels: traditional branches, the 24-hour ExpressBank call center, Internet banking and mobile banking. Consumer Banking also conducts mortgage banking activities through offices located outside of our Consumer Banking markets. In the first quarter of 2019, the strategic decision was made to exit our online lead buying business, HomeDirect, to focus more on our core competency of developing complete, long-term relationships with our clients through our traditional mortgage origination channel.

Net income attributed to Consumer Banking totaled $56.6 million for 2019, compared to $25.4 million in the prior year. Improved performance by Consumer Banking was largely due to the effect of changes in pricing of funds sold to the Funds Management unit combined with lower mortgage interest rates, which has increased mortgage banking activity and related revenue.


41


Table 12 – Consumer Banking
(Dollars in thousands)
 
Year Ended December 31,
 
2019
 
2018
 
2017
Net interest revenue from external sources
$
99,679

 
$
83,231

 
$
84,286

Net interest revenue from internal sources
95,775

 
73,448

 
53,916

Total net interest revenue
195,454

 
156,679

 
138,202

Net loans charged off
6,271

 
5,143

 
4,786

Net interest revenue after net loans charged off
189,183

 
151,536

 
133,416

 
 
 
 
 
 
Fees and commissions revenue
187,996

 
178,174

 
185,030

Other losses, net
(496
)
 
(51
)
 
(152
)
Other operating revenue
187,500

 
178,123

 
184,878

 
 
 
 
 
 
Personnel expense
96,518

 
96,234

 
100,695

Other non-personnel expense
134,398

 
134,841

 
141,110

Total other operating expense
230,916

 
231,075

 
241,805

 
 
 
 
 
 
Net direct contribution
145,767

 
98,584

 
76,489

Gain (loss) on financial instruments, net
30,375

 
(25,021
)
 
(2,052
)
Change in fair value of mortgage servicing rights
(53,517
)
 
4,668

 
172

Gain on repossessed assets, net
496

 
247

 
223

Corporate expense allocations
47,169

 
44,398

 
49,344

Net income before taxes
75,952

 
34,080

 
25,488

Federal and state income taxes
19,346

 
8,681

 
9,915

 
 
 
 
 
 
Net income
$
56,606

 
$
25,399

 
$
15,573

 
 
 
 
 
 
Average assets
$
9,301,341

 
$
8,303,263

 
$
8,544,117

Average loans
1,762,915

 
1,731,894

 
1,734,836

Average deposits
6,876,676

 
6,560,145

 
6,610,134

Average invested capital
294,923

 
292,791

 
295,026


Net interest revenue from Consumer Banking activities grew by $38.8 million or 25% over 2018, primarily related to increased yields on deposit balances sold to the Funds Management unit. Average consumer deposits grew $317 million with demand deposit balances up by $287 million or 15%, largely due to the allocation of acquired deposits.

Fees and commissions revenue increased $9.8 million or 6% compared to the prior year. Lower mortgage interest rates increased mortgage loan origination volumes. Mortgage production volume increased $446 million or 18% and gain on sale margin increased 18 basis points. Operating expense remained relatively flat compared to 2018 and corporate expense allocations were $2.8 million or 6% higher than in the prior year.

Changes in the fair value of our mortgage servicing rights, net of economic hedges, as more fully presented in Table 7, resulted in a $23.1 million decrease to pre-tax net income for 2019 compared to a $20.4 million decrease to pre-tax net income in 2018.


42


Wealth Management

Wealth Management contributed $95.3 million to consolidated net income in 2019, up $9.3 million or 11% over the prior year. Prior year included an after tax benefit of $11.5 million as a result of a fee earned on the sale of client assets. Excluding this fee, net income for Wealth Management increased $20.8 million or 24% over 2018. This fee is excluded from the discussion below.

Table 13 – Wealth Management
(Dollars in thousands)
 
Year Ended December 31,
 
2019
 
2018
 
2017
Net interest revenue from external sources
$
61,277

 
$
81,528

 
$
45,024

Net interest revenue from internal sources
38,815

 
31,480

 
38,344

Total net interest revenue
100,092

 
113,008

 
83,368

Net loans recovered
(308
)
 
(288
)
 
(696
)
Net interest revenue after net loans recovered
100,400

 
113,296

 
84,064

 
 
 
 
 
 
Fees and commissions revenue
341,333

 
296,465

 
301,485

Other gains (losses), net
56

 
(96
)
 
(51
)
Other operating revenue
341,389

 
296,369

 
301,434

 
 
 
 
 
 
Personnel expense
201,368

 
184,144

 
183,727

Other non-personnel expense
75,899

 
73,506

 
70,768

Other operating expense
277,267

 
257,650

 
254,495

 
 
 
 
 
 
Net direct contribution
164,522

 
152,015

 
131,003

Gain on financial instruments, net
2

 
7

 
—

Gain (loss) on repossessed assets, net
—

 
—

 
387

Corporate expense allocations
36,239

 
35,920

 
32,693

Net income before taxes
128,285

 
116,102

 
98,697

Federal and state income tax
32,954

 
30,075

 
38,848

 
 
 
 
 
 
Net income
$
95,331

 
$
86,027

 
$
59,849

 
 
 
 
 
 
Average assets
$
10,204,426

 
$
8,447,784

 
$
7,072,622

Average loans
1,609,464

 
1,423,126

 
1,314,441

Average deposits
6,447,987

 
5,617,325

 
5,516,214

Average invested capital
274,599

 
251,401

 
232,729


Net interest revenue decreased $12.9 million or 11% over the prior year, largely due to decreased spreads on trading securities. Further, Wealth Management incurred additional funding costs related to an increase in non-interest bearing receivables on unsettled securities sales. Average loan balances were up $186 million or 13% over the prior year and average deposit balances increased $831 million or 15% largely due to the allocation of acquired loans and deposits.

Fees and commissions revenue increased $60.3 million or 21% compared to the prior year. Brokerage and trading revenue increased $50.5 million compared to the prior year due to increased trading activity as a result of lower mortgage interest rates. Fiduciary and asset management revenue increased $7.6 million compared to 2018.

Operating expense increased $19.6 million or 8% compared to the prior year. Personnel expense increased $17.2 million primarily due to the combination of standard annual merit increases and the increase of incentive compensation as a result of higher trading activity. Non-personnel expense increased $2.4 million or 3% over 2018 largely related to occupancy and equipment expense related to the new Oklahoma City office.

43


Financial Condition
Securities

We maintain a securities portfolio to enhance profitability, manage interest rate risk, provide liquidity and comply with regulatory requirements. Securities are classified as trading, held for investment, or available for sale. 

Table 14 – Securities
(In thousands)
 
 
December 31,
 
 
2019
 
2018
 
2017
 
 
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
Trading:
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government agency debentures
 
$
44,258

 
$
44,264

 
$
63,511

 
$
63,765

 
$
21,188

 
$
21,196

Residential agency mortgage-backed securities
 
1,502,358

 
1,504,651

 
1,781,618

 
1,791,584

 
393,190

 
392,673

Municipal and other tax-exempt securities
 
26,136

 
26,196

 
34,508

 
34,507

 
13,476

 
13,559

Asset-backed securities
 
14,105

 
14,084

 
41,971

 
42,656

 
23,911

 
23,885

Other debt securities
 
34,705

 
34,726

 
24,346

 
24,411

 
11,359

 
11,363

Total trading securities
 
$
1,621,562

 
$
1,623,921

 
$
1,945,954

 
$
1,956,923

 
$
463,124

 
$
462,676

 
 
 
 
 
 
 
 
 
 
 
 
 
Investment:
 
 
 
 
 
 
 
 
 
 
 
 
Municipal and other tax-exempt
 
$
93,653

 
$
96,897

 
$
137,296

 
138,562

 
$
228,186

 
$
230,349

Residential agency mortgage-backed securities
 
10,676

 
11,164

 
12,612

 
12,770

 
15,891

 
16,242

Other debt securities
 
189,089

 
206,341

 
205,279

 
215,966

 
217,716

 
233,444

Total investment securities
 
$
293,418

 
$
314,402

 
$
355,187

 
$
367,298

 
$
461,793

 
$
480,035

 
 
 
 
 
 
 
 
 
 
 
 
 
Available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury
 
$
1,598

 
$
1,600

 
$
496

 
$
493

 
$
1,000

 
$
1,000

Municipal and other tax-exempt
 
1,789

 
1,861

 
2,782

 
2,864

 
27,182

 
27,080

Mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
 
 
Residential agency
 
7,956,297

 
8,046,096

 
5,886,323

 
5,804,708

 
5,355,148

 
5,309,152

Residential non-agency
 
25,968

 
41,609

 
40,948

 
59,736

 
74,311

 
93,221

Commercial agency
 
3,145,342

 
3,178,005

 
2,986,297

 
2,953,889

 
2,858,885

 
2,834,961

Other debt securities
 
500

 
472

 
35,545

 
35,430

 
25,500

 
25,481

Perpetual preferred stock1
 
—

 
—

 
—

 
—

 
12,562

 
15,767

Equity securities and mutual funds1
 
—

 
—

 
—

 
—

 
14,487

 
14,916

Total available for sale securities
 
$
11,131,494

 
$
11,269,643

 
$
8,952,391

 
$
8,857,120

 
$
8,369,075

 
$
8,321,578

 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value option securities:
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury
 
$
9,965

 
$
9,917

 
$
—

 
$
—

 
$
—

 
$
—

Residential agency mortgage-backed securities
 
1,074,551

 
1,088,660

 
280,469

 
283,235

 
756,931

 
755,054

Total fair value option securities
 
$
1,084,516

 
$
1,098,577

 
$
280,469

 
$
283,235

 
$
756,931

 
$
755,054

1 
As a result of the recent measurement accounting standard effective January 1, 2018, equity securities are no longer considered part of the available for sale portfolio and have been moved to other assets.

We maintain an inventory of trading securities in support of sales to a variety of customers, including banks, corporations, insurance companies, money managers and others. As discussed in the Market Risk section of this report, trading activities involve risk of loss from adverse price movement. We mitigate this risk within board-approved limits through the use of derivative contracts, short-sales and other techniques. These limits remain unchanged from levels set before our expanded trading activities.

Investment securities consist primarily of intermediate and long-term, fixed rate Oklahoma and Texas municipal bonds and taxable Texas school construction bonds. The investment security portfolio is diversified among issuers.

44


Available for sale securities, which may be sold prior to maturity, are carried at fair value. Unrealized gains or losses, net of deferred taxes, are recorded as accumulated other comprehensive income in shareholders’ equity. The amortized cost of available for sale securities totaled $11.1 billion at December 31, 2019, an increase of $2.2 billion compared to December 31, 2018. Available for sale securities consist primarily of U.S. government agency residential mortgage-backed securities and U.S. government agency commercial mortgage-backed securities. Both residential and commercial mortgage-backed securities have credit risk from delinquency or default of the underlying loans. We mitigate this risk by primarily investing in securities issued by U.S. government agencies. Principal and interest payments on the underlying loans are fully guaranteed. Commercial mortgage-backed securities have prepayment penalties similar to commercial loans. At December 31, 2019, residential mortgage-backed securities represented 72% of total available for sale securities.

A primary risk of holding residential mortgage-backed securities comes from extension during periods of rising interest rates or prepayment during periods of falling interest rates. We evaluate this risk through extensive modeling of risk both before making an investment and throughout the life of the security. Our best estimate of the effective duration of the combined residential mortgage-backed securities portfolio held in investment and available for sale securities portfolios at December 31, 2019 is 3.2 years. Management estimates the combined portfolios' duration extends to 4.0 years assuming an immediate 200 basis point upward shock. The estimated duration contracts to 2.5 years assuming a 100 basis point decline in the current low rate environment.

The aggregate gross amount of unrealized losses on available for sale securities totaled $20 million at December 31, 2019, a $118 million decrease compared to December 31, 2018. On a quarterly basis, we perform an evaluation on debt securities to determine if the unrealized losses are temporary as more fully described in Note 2 of the Consolidated Financial Statements. No other-than-temporary impairment charges were recognized in earnings in 2019.

Certain residential mortgage-backed securities issued by U.S. government agencies and included in Fair value option securities on the Consolidated Balance Sheets have been segregated and designated as economic hedges of changes in the fair value of our mortgage servicing rights. We have elected to carry these securities at fair value with changes in fair value recognized in current period income. These securities are held with the intent that gains or losses will offset changes in the fair value of mortgage servicing rights and related derivative contracts. Fair value option securities totaled $1.1 billion, an increase of $815 million due to an increase in the sensitivity of the fair value of mortgage servicing rights as mortgage interest rates declined significantly throughout 2019. See Market Risk section for further details.
Bank-Owned Life Insurance

We have approximately $390 million of bank-owned life insurance at December 31, 2019. This investment is expected to provide a long-term source of earnings to support existing employee benefit programs. Approximately $301 million is held in separate accounts. Our separate account holdings are invested in diversified portfolios of investment-grade fixed income securities and cash equivalents, including U.S. Treasury and Agency securities, residential mortgage-backed securities, corporate debt, asset-backed and commercial mortgage-backed securities. The portfolios are managed by unaffiliated professional managers within parameters established in the portfolio’s investment guidelines. The cash surrender value of certain life insurance policies is further supported by a stable value wrap, which protects against changes in the fair value of the investments. As of December 31, 2019, the fair value of investments held in separate accounts was approximately $313 million. As the underlying fair value of the investments held in a separate account at December 31, 2019 exceeded the net book value of the investments, no cash surrender value was supported by the stable value wrap. The stable value wrap is provided by a domestic financial institution. The remaining cash surrender value of $89 million primarily represents the cash surrender value of policies held in general accounts and other amounts due from various insurance companies.

45


Loans

The aggregate loan portfolio before allowance for loan losses totaled $21.8 billion at December 31, 2019, an increase of $94 million over December 31, 2018. Growth in commercial and personal loan balances was partially offset by a decrease in commercial real estate and residential mortgage loans.

Table 15 – Loans
(In thousands)
 
 
December 31,
 
 
2019
 
2018
 
2017
 
2016
 
2015
Commercial:
 
 
 
 
 
 
 
 
 
 
Energy
 
$
3,973,377

 
$
3,590,333

 
$
2,930,156

 
$
2,497,868

 
$
3,097,328

Services
 
3,122,163

 
3,258,192

 
2,528,389

 
2,632,036

 
2,480,361

Healthcare
 
3,033,916

 
2,799,277

 
2,314,753

 
2,201,916

 
1,883,380

Wholesale/retail
 
1,760,866

 
1,621,158

 
1,471,256

 
1,576,818

 
1,418,024

Public finance
 
709,868

 
804,550

 
464,145

 
487,020

 
308,714

Manufacturing
 
665,449

 
730,521

 
496,774

 
514,975

 
556,729

Other commercial and industrial
 
766,011

 
832,047

 
528,502

 
480,191

 
507,995

Total commercial
 
14,031,650

 
13,636,078

 
10,733,975

 
10,390,824

 
10,252,531

 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 

 
 

 
 

 
 

 
 

Multifamily
 
1,265,562

 
1,288,065

 
980,017

 
903,272

 
751,085

Office
 
928,379

 
1,072,920

 
831,770

 
798,888

 
637,707

Industrial
 
856,117

 
778,106

 
573,014

 
871,749

 
563,169

Retail
 
775,521

 
919,082

 
691,532

 
761,888

 
796,499

Residential construction and land development
 
150,879

 
148,584

 
117,245

 
135,533

 
160,426

Other commercial real estate
 
457,325

 
558,056

 
286,409

 
337,716

 
350,147

Total commercial real estate
 
4,433,783

 
4,764,813

 
3,479,987

 
3,809,046

 
3,259,033

 
 
 
 
 
 
 
 
 
 
 
Residential mortgage:
 
 

 
 

 
 

 
 

 
 

Permanent mortgage
 
1,057,321

 
1,122,610

 
1,043,435

 
1,006,820

 
945,336

Permanent mortgages guaranteed by U.S. government agencies
 
197,794

 
190,866

 
197,506

 
199,387

 
196,937

Home equity
 
829,057

 
916,557

 
732,745

 
743,625

 
734,620

Total residential mortgage
 
2,084,172

 
2,230,033

 
1,973,686

 
1,949,832

 
1,876,893

 
 
 
 
 
 
 
 
 
 
 
Personal
 
1,201,382

 
1,025,806

 
965,776

 
839,958

 
552,697

 
 
 
 
 
 
 
 
 
 
 
Total
 
$
21,750,987

 
$
21,656,730

 
$
17,153,424

 
$
16,989,660

 
$
15,941,154


Commercial

Commercial loans represent loans for working capital, facilities acquisition or expansion, purchases of equipment and other needs of commercial customers primarily located within our geographical footprint. Commercial loans are underwritten individually and represent ongoing relationships based on a thorough knowledge of the customer, the customer’s industry and market. While commercial loans are generally secured by the customer’s assets including real property, inventory, accounts receivable, operating equipment, interests in mineral rights and other property and may also include personal guarantees of the owners and related parties, the primary source of repayment of the loans is the on-going cash flow from operations of the customer’s business. Inherent lending risks are centrally monitored on a continuous basis from underwriting throughout the life of the loan for compliance with commercial lending policies.


46


Commercial loans totaled $14.0 billion or 65% of the loan portfolio at December 31, 2019, growing $396 million or 3% over December 31, 2018. This growth was led by a $383 million or 11% increase in energy sector loans. Healthcare sector loans were up $235 million or 8%. Wholesale/retail sector loans increased $140 million or 9%. Service sector loans decreased $136 million or 4%. Public finance loans decreased $95 million or 12%.

Table 16 presents our commercial loan portfolio distributed primarily by collateral location. Loans for which the collateral location is less relevant, such as unsecured loans and reserve-based energy loans, are distributed by the borrower’s primary operating location.

Table 16 – Commercial Loans by Collateral Location
(In thousands)
 
Oklahoma
 
Texas
 
New Mexico
 
Arkansas
 
Colorado
 
Arizona
 
Kansas/Missouri
 
Other
 
Total
Energy
$
633,942

 
$
2,314,404

 
$
59,471

 
$
579

 
$
497,751

 
$
12

 
$
106,933

 
$
360,285

 
$
3,973,377

Services
606,021

 
700,916

 
172,878

 
13,173

 
578,835

 
448,573

 
253,823

 
347,944

 
3,122,163

Healthcare
246,485

 
424,041

 
121,940

 
78,488

 
310,580

 
274,064

 
271,802

 
1,306,516

 
3,033,916

Wholesale/retail
230,710

 
749,336

 
32,996

 
35,943

 
156,865

 
122,329

 
31,845

 
400,842

 
1,760,866

Public finance
62,743

 
161,792

 
37,247

 
—

 
167,790

 
82,667

 
—

 
197,629

 
709,868

Manufacturing
97,048

 
188,834

 
1,004

 
5,491

 
139,246

 
125,625

 
44,655

 
63,546

 
665,449

Other commercial and industrial
134,429

 
116,002

 
5,283

 
57,573

 
116,012

 
34,657

 
50,969

 
251,086

 
766,011

Total commercial loans
$
2,011,378

 
$
4,655,325

 
$
430,819

 
$
191,247

 
$
1,967,079

 
$
1,087,927

 
$
760,027

 
$
2,927,848

 
$
14,031,650

 
The majority of our commercial portfolio is located within our geographic footprint. At December 31, 2019, the Other category is composed primarily of California totaling $583 million or 4% of the commercial portfolio, Florida totaling $248 million or 2% of the commercial portfolio, Louisiana totaling $169 million or 1% of the commercial portfolio, North Carolina totaling $163 million or 1% of the commercial portfolio, Pennsylvania totaling $157 million or 1% and Ohio totaling $140 million or 1%. All other states individually represent less than one percent of the total commercial loan portfolio.
Supporting the energy industry with loans to producers and other energy-related entities has been a hallmark of the Company since its founding and represents a large portion of our commercial loan portfolio. In addition, energy production and related industries have a significant impact on the economy in our primary markets. Loans collateralized by oil and gas properties are subject to a semi-annual engineering review by our internal staff of petroleum engineers. This review is utilized as the basis for developing the expected cash flows supporting the loan amount. The projected cash flows are discounted according to risk characteristics of the underlying oil and gas properties. Loans are evaluated to demonstrate with reasonable certainty that crude oil, natural gas and natural gas liquids can be recovered from known oil and gas reservoirs under existing economic and operating conditions at current pricing levels and with existing conventional equipment and operating methods and costs. As part of our evaluation of credit quality, we analyze rigorous stress tests over a range of commodity prices and take proactive steps to mitigate risk when appropriate.

Outstanding energy loans totaled $4.0 billion or 18% of total loans at December 31, 2019. Unfunded energy loan commitments decreased by $246 million during the year to $3.0 billion at December 31, 2019. Approximately $3.1 billion or 79% of energy loans were to oil and gas producers, a $188 million increase over December 31, 2018. The majority of this portfolio is first lien, senior secured, reserve-based lending, which we believe is the lowest risk form of energy lending. Approximately 58% of the committed production loans are secured by properties primarily producing oil and 42% of the committed production loans are secured by properties primarily producing natural gas. Loans to borrowers in the midstream sector of the industry totaled $609 million or 15% of energy loans, an increase of $189 million over the prior year. Loans to borrowers that provide services to the energy industry totaled $177 million or 4% of energy loans, an increase of $1.4 million during 2019. Loans to other energy borrowers, including those engaged in wholesale or retail energy sales totaled $67 million or 2% of energy loans, an increase of $4.6 million over the prior year.

The services sector of the loan portfolio totaled $3.1 billion or 14% of total loans and consists of a large number of loans to a variety of businesses, including commercial services, Native American tribal governments, financial services, technology and media and education. Approximately $1.5 billion of the services category is made up of loans with individual balances of less than $10 million. Service sector loans are generally secured by the assets of the borrower with repayment coming from the cash flows of ongoing operations of the customer’s business. 

47


The healthcare sector of the loan portfolio totaled $3.0 billion or 14% of total loans and consists primarily of loans for the development and operation of senior housing and care facilities, including independent living, assisted living and skilled nursing. Healthcare also includes loans to hospitals and other medical service providers.

We participate in shared national credits when appropriate to obtain or maintain business relationships with local customers. Shared national credits are defined by banking regulators as credits of more than $100 million and with three or more non-affiliated banks as participants. At December 31, 2019, the outstanding principal balance of these loans totaled $4.5 billion, including $2.2 billion in the energy sector. Approximately 85% of shared national credits are to borrowers with local market relationships. We serve as the agent lender in approximately 17% of our shared national credits, based on dollars committed. We hold shared national credits to the same standard of analysis and perform the same level of review as internally originated credits. Our lending policies generally avoid loans in which we do not have the opportunity to maintain or achieve other business relationships with the customer. In addition to management’s quarterly assessment of credit risk, banking regulators annually review a sample of shared national credits for proper risk grading.

Commercial Real Estate

Commercial real estate represents loans for the construction of buildings or other improvements to real estate and property held by borrowers for investment purposes. The majority of commercial real estate loans are secured by properties within our geographic footprint, with the larger concentrations in Texas with 24% of total commercial real estate loans, Oklahoma with 12% of total commercial real estate loans and Colorado with 11% of the total commercial real estate portfolio at December 31, 2019. We require collateral values in excess of the loan amounts, demonstrated cash flows in excess of expected debt service requirements, equity investment in the project and a portion of the project already sold, leased or permanent financing already secured. The expected cash flows from all significant new or renewed income producing property commitments are stress tested to reflect the risks in varying interest rates, vacancy rates and rental rates. As with commercial loans, inherent lending risks are centrally monitored on a continuous basis from underwriting throughout the life of the loan for compliance with applicable lending policies.

Commercial real estate loans totaled $4.4 billion or 20% of the loan portfolio at December 31, 2019. The outstanding balance of commercial real estate loans decreased $331 million compared to 2018. Loans secured by office buildings decreased $145 million or 13%. Loans secured by retail facilities decreased $144 million or 16%. Other real estate loans decreased $101 million or 18%. These decreases were partially offset by an increase of $78 million or 10% in loans secured by industrial facilities. The commercial real estate loan balance as a percentage of our total loan portfolio has ranged from 20% to 22% over the past five years. The commercial real estate segment of our loan portfolio distributed by collateral location follows in Table 17.

Table 17 – Commercial Real Estate Loans by Collateral Location
(In thousands)
 
 
Oklahoma
 
Texas
 
New
Mexico
 
Arkansas
 
Colorado
 
Arizona
 
Kansas/
Missouri
 
Other
 
Total
Multifamily
 
$
162,329

 
$
391,904

 
$
32,618

 
$
55,808

 
$
48,022

 
$
169,681

 
$
145,852

 
$
259,348

 
$
1,265,562

Office
 
125,552

 
151,130

 
114,706

 
19,872

 
84,917

 
74,947

 
58,143

 
299,112

 
928,379

Industrial
 
118,153

 
192,751

 
19,613

 
76

 
80,749

 
45,752

 
36,122

 
362,901

 
856,117

Retail
 
60,538

 
248,985

 
147,921

 
5,252

 
88,703

 
45,403

 
13,507

 
165,212

 
775,521

Residential construction and land development
 
6,433

 
37,035

 
14,332

 
91

 
54,643

 
5,854

 
5,267

 
27,224

 
150,879

Other commercial real estate
 
44,104

 
36,462

 
9,219

 
2,198

 
111,792

 
68,031

 
34,075

 
151,444

 
457,325

Total commercial real estate loans
 
$
517,109

 
$
1,058,267

 
$
338,409

 
$
83,297

 
$
468,826

 
$
409,668

 
$
292,966

 
$
1,265,241

 
$
4,433,783

 
The Other category includes Utah with $275 million or 6% of total commercial real estate loans, California with $261 million or 6% of total commercial real estate loans, Georgia with $92 million or 2% of total commercial real estate loans and Nevada with $78 million or 2% of total commercial real estate loans. All other states individually represent less than 2% of the total commercial real estate loan population.


48


While recent changes nationally in consumer purchasing trends from brick-and-mortar stores to online has created concern with regards to retail lending, our credit quality remains very good. The portfolio is highly diversified with no material exposure to a single borrower or tenant.

Residential Mortgage and Personal

Residential mortgage loans provide funds for our customers to purchase or refinance their primary residence or to borrow against the equity in their home. Residential mortgage loans are secured by a first or second-mortgage on the customer’s primary residence. Personal loans consist primarily of loans to Wealth Management clients secured by the cash surrender value of insurance policies and marketable securities. It also includes direct loans secured by and for the purchase of automobiles, recreational and marine equipment as well as unsecured loans. Residential mortgage and personal loans are made in accordance with underwriting policies we believe to be conservative and are fully documented. Credit scoring is assessed based on significant credit characteristics including credit history, residential and employment stability.

Residential mortgage loans totaled $2.1 billion, a $146 million or 7% decrease compared to December 31, 2018. In general, we sell the majority of our fixed rate loan originations that conform to U.S. government agency standards in the secondary market and retain the majority of our non-conforming and adjustable-rate mortgage loans. We have no concentration in sub-prime residential mortgage loans. Our mortgage loan portfolio does not include payment option adjustable rate mortgage loans or adjustable rate mortgage loans with initial rates that are below market. Collateral for 93% of our residential mortgage portfolio is located within our geographic footprint.

The majority of our permanent mortgage loan portfolio is primarily composed of various non-conforming mortgage programs to support customer relationships including jumbo mortgage loans, non-builder construction loans and special loan programs for high net worth individuals or certain professionals. Jumbo loans may be fixed or variable rate and are fully amortizing. The size of jumbo loans exceed maximums set under government sponsored entity standards, but otherwise generally conform to those standards. These loans generally require a minimum FICO score of 720 and a maximum debt-to-income ratio (“DTI”) of 38%. Loan-to-value ratios (“LTV”) are tiered from 60% to 100%, depending on the market. Special mortgage programs include fixed and variable rate fully amortizing loans tailored to the needs of certain healthcare professionals. Variable rate loans are fully indexed at origination and may have fixed rates for three to ten years, then adjust annually thereafter.

At December 31, 2019, $198 million of permanent residential mortgage loans are guaranteed by U.S. government agencies. We have minimal credit exposure on loans guaranteed by the agencies. This amount includes residential mortgage loans previously sold into GNMA mortgage pools that are eligible to be repurchased. We may repurchase these loans when certain defined delinquency criteria are met. Because of this repurchase right, the Company is deemed to have regained effective control over these loans and must include them in the Consolidated Balance Sheets. Permanent residential mortgage loans guaranteed by U.S. government agencies increased $6.9 million or 4% over December 31, 2018.

Home equity loans totaled $829 million at December 31, 2019, an $88 million or 10% decrease compared to December 31, 2018. Our home equity portfolio is primarily composed of first-lien, fully amortizing home equity loans. Home equity loans generally require a minimum FICO score of 700 and a maximum DTI of 50%. The maximum loan amount available for our home equity loan products is generally $400 thousand. Revolving loans have a 10 year revolving period followed by 15 year term of amortizing repayments. Interest-only home equity loans have a 5 year revolving period followed by a 15 year term of amortizing repayments and may not be extended for any additional revolving time. All other home equity loans may be extended at management's discretion for an additional 5 year revolving term subject to an update of certain credit information.

A summary of our home equity loan portfolio at December 31, 2019 by lien position and amortizing status follows in Table 18.

Table 18 – Home Equity Loans
(In thousands)
 
 
Revolving
 
Amortizing
 
Total
First lien
 
$
94,801

 
$
428,622

 
$
523,423

Junior lien
 
197,572

 
108,062

 
305,634

Total home equity
 
$
292,373

 
$
536,684

 
$
829,057



49


Personal loans totaled $1.2 billion, growing by $176 million or 17% over the prior year. This growth is primarily due to loans to Wealth Management customers for investment in businesses that will be repaid from personal income.

The distribution of residential mortgage and personal loans at December 31, 2019 is presented in Table 19. Residential mortgage loans are distributed by collateral location. Personal loans are generally distributed by borrower location.

Table 19 – Residential Mortgage and Personal Loans by Collateral Location
(In thousands)
 
 
Oklahoma
 
Texas
 
New
Mexico
 
Arkansas
 
Colorado
 
Arizona
 
Kansas/
Missouri
 
Other
 
Total
Residential mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Permanent mortgage
 
$
165,598

 
$
416,470

 
$
61,622

 
$
12,687

 
$
194,921

 
$
107,737

 
$
52,472

 
$
45,814

 
$
1,057,321

Permanent mortgages guaranteed by U.S. government agencies
 
53,119

 
31,445

 
30,318

 
9,939

 
6,211

 
801

 
18,238

 
47,723

 
197,794

Home equity
 
355,092

 
135,192

 
74,896

 
7,935

 
116,326

 
36,277

 
53,166

 
50,173

 
829,057

Total residential mortgage
 
$
573,809

 
$
583,107

 
$
166,836

 
$
30,561

 
$
317,458

 
$
144,815

 
$
123,876

 
$
143,710

 
$
2,084,172

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Personal
 
$
420,809

 
$
461,382

 
$
11,061

 
$
10,862

 
$
84,388

 
$
86,055

 
$
54,975

 
$
71,850

 
$
1,201,382



50


The Company secondarily evaluates loan portfolio performance based on the primary geographical market managing the loan. Loans attributed to a geographical market may not represent the location of the borrower or the collateral. All permanent mortgage loans serviced by our mortgage banking unit and held for investment by BOKF, NA are centrally managed by the Bank of Oklahoma division.
Table 20 – Loans Managed by Primary Geographical Market
(In thousands)
 
 
December 31,
 
 
2019
 
2018
 
2017
 
2016
 
2015
Texas:
 
 
 
 
 
 
 
 
 
 
Commercial
 
$
6,174,894

 
$
5,438,133

 
$
4,520,401

 
$
4,022,455

 
$
3,908,425

Commercial real estate
 
1,259,117

 
1,341,783

 
1,261,864

 
1,415,011

 
1,204,202

Residential mortgage
 
268,282

 
266,805

 
233,675

 
233,981

 
219,126

Personal
 
458,893

 
394,743

 
375,084

 
306,748

 
203,496

Total Texas
 
8,161,186

 
7,441,464

 
6,391,024

 
5,978,195

 
5,535,249

 
 
 
 
 
 
 
 
 
 
 
Oklahoma:
 
 
 
 
 
 
 
 
 
 
Commercial
 
3,454,825

 
3,491,117

 
3,238,720

 
3,370,259

 
3,782,687

Commercial real estate
 
631,026

 
700,756

 
682,037

 
684,381

 
739,829

Residential mortgage
 
1,375,080

 
1,440,566

 
1,435,432

 
1,407,197

 
1,409,114

Personal
 
479,784

 
375,543

 
342,212

 
303,823

 
255,387

Total Oklahoma
 
5,940,715

 
6,007,982

 
5,698,401

 
5,765,660

 
6,187,017

 
 
 
 
 
 
 
 
 
 
 
Colorado:
 
 

 
 

 
 

 
 

 
 

Commercial
 
2,169,598

 
2,275,069

 
1,130,714

 
1,018,208

 
987,076

Commercial real estate
 
927,826

 
963,575

 
174,201

 
265,264

 
223,946

Residential mortgage
 
196,326

 
251,849

 
63,350

 
59,631

 
53,782

Personal
 
80,613

 
72,916

 
63,115

 
50,372

 
23,384

Total Colorado
 
3,374,363

 
3,563,409

 
1,431,380

 
1,393,475

 
1,288,188

 
 
 
 
 
 
 
 
 
 
 
Arizona:
 
 

 
 

 
 

 
 

 
 

Commercial
 
1,307,073

 
1,320,139

 
687,792

 
686,253

 
606,733

Commercial real estate
 
728,832

 
889,903

 
660,094

 
747,409

 
507,523

Residential mortgage
 
89,396

 
97,959

 
41,771

 
36,265

 
44,047

Personal
 
97,143

 
68,546

 
57,140

 
52,553

 
31,060

Total Arizona
 
2,222,444

 
2,376,547

 
1,446,797

 
1,522,480

 
1,189,363

 
 
 
 
 
 
 
 
 
 
 
Kansas/Missouri:
 
 
 
 
 
 
 
 
 
 
Commercial
 
527,872

 
659,793

 
717,408

 
807,816

 
499,412

Commercial real estate
 
322,541

 
343,228

 
273,116

 
338,762

 
200,791

Residential mortgage
 
66,771

 
77,971

 
94,844

 
97,685

 
22,148

Personal
 
64,298

 
91,441

 
106,512

 
108,455

 
26,994

Total Kansas/Missouri
 
981,482

 
1,172,433

 
1,191,880

 
1,352,718

 
749,345

 
 
 
 
 
 
 
 
 
 
 
New Mexico:
 
 

 
 

 
 

 
 

 
 

Commercial
 
305,320

 
340,489

 
343,296

 
399,256

 
375,839

Commercial real estate
 
402,148

 
383,670

 
341,282

 
284,603

 
313,422

Residential mortgage
 
80,325

 
87,346

 
98,018

 
108,058

 
120,507

Personal
 
9,932

 
10,662

 
11,721

 
11,483

 
11,557

Total New Mexico
 
797,725

 
822,167

 
794,317

 
803,400

 
821,325

 
 
 
 
 
 
 
 
 
 
 
Arkansas:
 
 

 
 

 
 

 
 

 
 

Commercial
 
92,068

 
111,338

 
95,644

 
86,577

 
92,359

Commercial real estate
 
162,293

 
141,898

 
87,393

 
73,616

 
69,320

Residential mortgage
 
7,992

 
7,537

 
6,596

 
7,015

 
8,169

Personal
 
10,719

 
11,955

 
9,992

 
6,524

 
819

Total Arkansas
 
273,072

 
272,728

 
199,625

 
173,732

 
170,667

 
 
 
 
 
 
 
 
 
 
 
Total BOK Financial loans
 
$
21,750,987

 
$
21,656,730

 
$
17,153,424

 
$
16,989,660

 
$
15,941,154


51


Table 21 – Loan Maturity and Interest Rate Sensitivity at December 31, 2019
(In thousands)
 
 
 
 
Remaining Maturities of Selected Loans
 
 
Total
 
Within 1 Year
 
1-5 Years
 
After 5 Years
Loan maturity:
 
 
 
 
 
 
 
 
Commercial
 
$
14,031,650

 
$
824,474

 
$
7,789,765

 
$
5,417,411

Commercial real estate
 
4,433,783

 
536,146

 
2,556,793

 
1,340,844

Total
 
$
18,465,433

 
$
1,360,620

 
$
10,346,558

 
$
6,758,255

Interest rate sensitivity for selected loans with:
 
 
 
 
 
 
 
 
Predetermined interest rates
 
$
4,291,763

 
$
87,543

 
$
880,031

 
$
3,324,189

Floating or adjustable interest rates
 
14,173,670

 
1,273,077

 
9,466,527

 
3,434,066

Total
 
$
18,465,433

 
$
1,360,620

 
$
10,346,558

 
$
6,758,255

Loan Commitments

We enter into certain off-balance sheet arrangements in the normal course of business as shown in Table 22. Loan commitments may be unconditional obligations to provide financing or conditional obligations that depend on the borrower’s financial condition, collateral value or other factors. Standby letters of credit are unconditional commitments to guarantee the performance of our customer to a third party. Since some of these commitments are expected to expire before being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. None of the outstanding standby letters of credit were issued on behalf of customers whose loans are nonperforming at December 31, 2019.

Table 22 – Off-Balance Sheet Credit Commitments
(In thousands)
 
 
December 31,
 
 
2019
 
2018
 
2017
 
2016
 
2015
Loan commitments
 
$
11,065,649

 
$
11,944,525

 
$
9,958,080

 
$
9,404,665

 
$
8,455,037

Standby letters of credit
 
645,505

 
582,196

 
647,653

 
585,472

 
507,988

Mortgage loans sold with recourse
 
88,808

 
98,623

 
125,127

 
139,486

 
155,489

Customer Derivative Programs
 
We offer programs that permit our customers to hedge various risks, including fluctuations in energy, cattle and other agricultural product prices, interest rates and foreign exchange rates. Each of these programs work essentially the same way. Derivative contracts are executed between the customers and the Company. Offsetting contracts are executed between the Company and selected counterparties or exchanges to minimize market risk to us from changes in commodity prices, interest rates or foreign exchange rates. The counterparty contracts are identical to the customer contracts, except for a fixed pricing spread or a fee paid to us as compensation for administrative costs, credit risk and profit.

The customer derivative programs create credit risk for potential amounts due to the Company from our customers and from the counterparties. Customer credit risk is monitored through existing credit policies and procedures. The effects of changes in commodity prices, interest rates or foreign exchange rates are evaluated across a range of possible options to determine the maximum exposure we are willing to have individually to any customer. Customers may also be required to provide cash margin or other collateral in conjunction with our credit agreements to further limit our credit risk.

Counterparty credit risk is evaluated through existing policies and procedures. This evaluation considers the total relationship between BOK Financial and each of the counterparties. Individual limits are established by management, approved by Credit Administration and reviewed by the Asset/Liability Committee. Margin collateral is required if the exposure between the Company and any counterparty exceeds established limits. Based on declines in the counterparties’ credit ratings, these limits may be reduced and additional margin collateral may be required.


52


A deterioration of the credit standing of one or more of the customers or counter-parties to these contracts may result in BOK Financial recognizing a loss as the fair value of the affected contracts may no longer move in tandem with the offsetting contracts. This occurs if the credit standing of the customer or counterparty deteriorated such that either the fair value of underlying collateral no longer supports the contract or the customer or counterparty’s ability to provide margin collateral was impaired. Credit losses on customer derivatives reduce brokerage and trading revenue in the Consolidated Statements of Earnings.

Derivative contracts are carried at fair value. At December 31, 2019, the net fair values of derivative contracts, before consideration of cash margin, reported as assets under these programs totaled $302 million compared to $427 million at December 31, 2018. Derivative contracts carried as assets include foreign exchange contracts with fair values of $213 million, interest rate swaps primarily sold to loan customers with fair values of $47 million and energy contracts with fair values of $37 million. Before consideration of cash margin paid to counterparties, the aggregate net fair values of derivative contracts held under these programs reported as liabilities totaled $291 million.

At December 31, 2019, total derivative assets were reduced by $698 thousand of cash collateral received from counterparties and total derivative liabilities were reduced by $51 million of cash collateral paid to counterparties related to instruments executed with the same counterparty under a master netting agreement.

A table showing the notional and fair value of derivative assets and liabilities on both a gross and net basis is presented in Note 3 to the Consolidated Financial Statements.

The fair value of derivative contracts reported as assets under these programs, net of cash margin held by the Company, by category of debtor at December 31, 2019 follows in Table 23.

Table 23 – Fair Value of Derivative Contracts
(In thousands)
Customers
 
$
159,974

Banks and other financial institutions
 
138,717

Exchanges and clearing organizations
 
2,927

Fair value of customer hedge asset derivative contracts, net
 
$
301,618

 
The largest exposure to a single counterparty was to a customer for an interest rate swap which totaled $4.7 million at December 31, 2019.

Our customer derivative program also introduces liquidity and capital risk. We are required to provide cash margin to certain counterparties when the net negative fair value of the contracts exceeds established limits. Also, changes in commodity prices affect the amount of regulatory capital we are required to hold as support for the fair value of our derivative assets. These risks are modeled as part of the management of these programs. Based on current prices, a decrease in market prices equal to the equivalent of $35.12 per barrel of oil would decrease the fair value of derivative assets by $22 million, with dealer counterparties comprising the bulk of the assets. An increase in prices equal to the equivalent of $73.05 per barrel of oil would increase the fair value of derivative assets by $225 million. Further increases in prices to the equivalent of $87.35 per barrel of oil would increase the fair value of our derivative assets by $478 million with lending customers comprising the bulk of the assets. Liquidity requirements of this program are also affected by our credit rating. A decrease in credit rating to below investment grade would increase our obligation to post cash margin on existing contracts by approximately $10 million. The fair value of our to-be-announced residential mortgage-backed securities and interest rate swap derivative contracts is affected by changes in interest rates. Based on our assessment as of December 31, 2019, changes in interest rates would not materially impact regulatory capital or liquidity needed to support this portion of our customer derivative program.

53


Summary of Loan Loss Experience

We maintain an allowance for loan losses and an accrual for off-balance sheet credit risk. At December 31, 2019, the combined allowance for loan losses and accrual for off-balance sheet credit risk totaled $212 million or 0.98% of outstanding loans and 121% of nonaccruing loans, excluding loans guaranteed by U.S. government agencies. Excluding acquired loans measured at acquisition date fair value, the combined allowance for loan losses was 1.06% of outstanding loans and 127% of nonaccruing loans. The allowance for loan losses was $211 million and the accrual for off-balance sheet credit risk was $1.6 million. At December 31, 2018, the combined allowance for credit losses was $209 million or 0.97% of outstanding loans and 134% of nonaccruing loans, excluding loans guaranteed by U.S. government agencies. The allowance for loan losses was $207 million and the accrual for off-balance sheet credit risk was $1.8 million. 

The provision for credit losses is the amount necessary to maintain the allowance for loan losses and an accrual for off-balance sheet credit risk at an amount determined by management to be appropriate based on its evaluation. The provision includes the combined charge or credit to expense for both the allowance for loan losses and the accrual for off-balance sheet credit risk. All losses incurred from lending activities will ultimately be reflected in charge-offs against the allowance for loan losses following funds advanced against outstanding commitments. Based on an evaluation of all credit factors, including changes in nonaccruing and potential problem loans during the year, net charge-offs, specific impairment of two shared national credit energy loans where the company is not the lead agent and growth in the loan portfolio during the year, the Company determined that a $44 million provision for credit losses was appropriate for 2019. The Company recorded an $8.0 million provision for loan losses for 2018.




54


Table 24 – Summary of Loan Loss Experience
(In thousands)
 
Year Ended December 31,
 
2019
 
2018
 
2017
 
2016
 
2015
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
Beginning balance
$
207,457

 
$
230,682

 
$
246,159

 
$
225,524

 
$
189,056

Loans charged off:
 
 
 
 
 
 
 
 
 
Commercial
(43,185
)
 
(37,880
)
 
(19,810
)
 
(35,828
)
 
(6,734
)
Commercial real estate
(1,161
)
 
—

 
(76
)
 
—

 
(944
)
Residential mortgage
(288
)
 
(378
)
 
(649
)
 
(1,312
)
 
(2,205
)
Personal
(6,343
)
 
(5,325
)
 
(5,064
)
 
(5,448
)
 
(5,288
)
Total
(50,977
)
 
(43,583
)
 
(25,599
)
 
(42,588
)
 
(15,171
)
Recoveries of loans previously charged off:
 
 
 
 
 
 
 
 
 
Commercial
2,021

 
3,316

 
4,461

 
1,727

 
2,729

Commercial real estate
4,986

 
3,552

 
1,940

 
1,283

 
11,079

Residential mortgage
562

 
1,047

 
760

 
1,999

 
1,260

Personal
2,505

 
2,499

 
2,451

 
2,747

 
3,052

Total
10,074

 
10,414

 
9,612

 
7,756

 
18,120

Net loans recovered (charged off )
(40,903
)
 
(33,169
)
 
(15,987
)
 
(34,832
)
 
2,949

Provision for loan losses
44,205

 
9,944

 
510

 
55,467

 
33,519

Ending balance
$
210,759

 
$
207,457

 
$
230,682

 
$
246,159

 
$
225,524

Accrual for off-balance sheet credit risk:
 
 
 
 
 
 
 
 
 
Beginning balance
$
1,790

 
$
3,734

 
$
11,244

 
$
1,711

 
$
1,230

Provision for off-balance sheet credit risk
(205
)
 
(1,944
)
 
(7,510
)
 
9,533

 
481

Ending balance
$
1,585

 
$
1,790

 
$
3,734

 
$
11,244

 
$
1,711

Total combined provision for credit losses
$
44,000

 
$
8,000

 
$
(7,000
)
 
$
65,000

 
$
34,000

Allowance for loan losses to loans outstanding at period end
0.97
%
 
0.96
%
 
1.34
 %
 
1.45
%
 
1.41
 %
Net charge-offs (recoveries) to average loans
0.19
%
 
0.18
%
 
0.09
 %
 
0.21
%
 
(0.02
)%
Total provision for credit losses to average loans
0.20
%
 
0.04
%
 
(0.04
)%
 
0.40
%
 
0.23
 %
Recoveries to gross charge-offs
19.76
%
 
23.89
%
 
37.55
 %
 
18.21
%
 
119.44
 %
Allowance for loan losses as a multiple of net charge-offs
5.15
x
 
6.25
x
 
14.43
x
 
7.07
x
 
(76.47
)x
Accrual for off-balance sheet credit risk to off-balance sheet credit commitments
0.01
%
 
0.01
%
 
0.04
 %
 
0.11
%
 
0.02
 %
Combined allowance for credit losses to loans outstanding at period-end
0.98
%
 
0.97
%
 
1.37
 %
 
1.52
%
 
1.43
 %
Allowance for Loan Losses

The appropriateness of the allowance for loan losses is assessed by management based on an ongoing quarterly evaluation of the probable estimated losses inherent in the portfolio. The allowance consists of specific allowances attributed to certain impaired loans, general allowances based on estimated loss rates by loan class and non-specific allowances based on general economic conditions, concentration in loans with large balances and other relevant factors.

Loans are considered to be impaired when it is probable that we will not collect all amounts due according to the original contractual terms of the loan agreements. This includes all nonaccruing loans, all loans modified in trouble debt restructurings and all government guaranteed loans repurchased from GNMA pools. A specific allowance is required when the outstanding principal balance of the loan is not supported by either the discounted cash flows expected to be received from the borrower or the fair value of collateral for collateral dependent loans. At December 31, 2019, impaired loans totaled $373 million, including $49 million with specific allowances of $17 million and $324 million with no specific allowances because the loan balances represent the amounts we expect to recover. At December 31, 2018, impaired loans totaled $347 million, including $35 million of impaired loans with specific allowances of $8.7 million and $312 million with no specific allowances.


55


General allowances for unimpaired loans are based on an estimated loss rate by loan class. Estimated loss rates for risk-graded loans are either increased or decreased based on changes in risk grading for each loan class. Estimated loss rates for both risk-graded and non-risk graded loans may be further adjusted for inherent risks identified for the given loan class which have not yet been captured in the loss rate.

The aggregate amount of general allowances for all unimpaired loans totaled $176 million at December 31, 2019, compared to $181 million at December 31, 2018. Decreases in the general allowance for the commercial real estate loan portfolio of $8.2 million and residential mortgage portfolio of $3.6 million were partially offset by an increase in the commercial loan portfolio of $7.3 million.

Nonspecific allowances are maintained for risks beyond factors specific to a particular portfolio segment or loan class. These factors include trends in the economy in our primary lending areas, concentrations in loans with large balances and other relevant factors. Nonspecific allowances totaled $17 million at December 31, 2019, down from $18 million at December 31, 2018.

An allocation of the allowance for loan losses by loan category follows in Table 25.

Table 25 – Allowance for Loan Losses Allocation
(Dollars in thousands)
 
December 31,
 
2019
 
2018
 
2017
 
2016
 
2015
 
Allowance
 
% of Loans1
 
Allowance
 
% of Loans1
 
Allowance
 
% of Loans1
 
Allowance
 
% of Loans1
 
Allowance
 
% of Loans1
Loan category:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
118,187

 
64.51
%
 
$
102,226

 
62.96
%
 
$
124,269

 
62.58
%
 
$
140,213

 
61.16
%
 
$
130,334

 
64.32
%
Commercial real estate
51,805

 
20.38
%
 
60,026

 
22.00
%
 
56,621

 
20.29
%
 
50,749

 
22.42
%
 
41,391

 
20.44
%
Residential mortgage
14,400

 
9.58
%
 
17,964

 
10.30
%
 
18,451

 
11.50
%
 
18,224

 
11.48
%
 
19,509

 
11.77
%
Personal
9,172

 
5.53
%
 
9,473

 
4.74
%
 
9,124

 
5.63
%
 
8,773

 
4.94
%
 
4,164

 
3.47
%
Nonspecific allowance
17,195

 
 
 
17,768

 
 
 
22,217

 
 
 
28,200

 
 
 
30,126

 
 
Total
$
210,759

 
100.00
%
 
$
207,457

 
100.00
%
 
$
230,682

 
100.00
%
 
$
246,159

 
100.00
%
 
$
225,524

 
100.00
%
1 Represents ratio of loan category balance to total loans.

Our loan monitoring process also identified certain accruing substandard loans, based on regulatory guidelines, that possess more than the normal amount of risk due to deterioration in the financial condition of the borrower or the value of the collateral. Because the borrowers are still performing in accordance with the original terms of the loan agreements, and no loss of principal or interest is anticipated, these loans were not included in nonperforming assets. Known information does, however, cause management concern as to the borrowers’ continued ability to comply with current repayment terms. These potential problem loans totaled $160 million at December 31, 2019, composed primarily of $64 million or 2% of energy loans, $34 million or 1% of services loans, $21 million or 1% of healthcare loans and $14 million or 2% of manufacturing loans. Potential problem loans totaled $215 million at December 31, 2018.

Based on regulatory guidelines, other loans especially mentioned are in compliance with the original terms of the agreement, but may have a weakness that deserves management's close attention. Other loans especially mentioned totaled $210 million at December 31, 2019 and were composed primarily of $117 million or 3% of energy loans, $30 million or 1% of service sector loans, $18 million or 3% of manufacturing sector loans, $13 million or less than 1% of healthcare sector loans and $12 million or 2% of commercial real estate loans secured by retail facilities. Other loans especially mentioned totaled $182 million at December 31, 2018.


56


Net Loans Charged Off

Loans are charged off against the allowance for loan losses when the loan balance or a portion of the loan balance is no longer covered by the paying capacity of the borrower based on an evaluation of available cash resources and collateral value. Internally risk graded loans are evaluated quarterly and charge-offs are taken in the quarter in which the loss is identified. Non-risk graded loans are generally charged off when payments are between 60 days and 180 days past due, depending on loan class. In addition, non-risk graded loans are generally charged-down to collateral value within 60 days of being notified of a borrower's bankruptcy filing, regardless of payment status.

BOK Financial had net loans charged off of $41 million or 0.19% of average loans for 2019, compared to net loans charged off of $33 million or 0.18% of average loans in 2018.

Net commercial loans charged off totaled $41 million, primarily from $28 million of net charge-offs from energy loans and $9.8 million of net charge-offs from healthcare loans. Net commercial real estate loan recoveries totaled $3.8 million. Net recoveries of residential mortgage loans totaled $274 thousand for the year and net charge-offs of personal loans were $3.8 million. Net charge-offs of personal loans include deposit account overdraft losses.

57


Table 26 - Nonperforming Assets
(Dollars in Thousands)
 
 
December 31,
 
 
2019
 
2018
 
2017
 
2016
 
2015
Nonaccruing loans:
 
 
 
 
 
 
 
 
 
 
Commercial
 
$
115,416

 
$
99,841

 
$
137,303

 
$
178,953

 
$
76,424

Commercial real estate
 
27,626

 
21,621

 
2,855

 
5,521

 
9,001

Residential mortgage
 
37,622

 
41,555

 
47,447

 
46,220

 
61,240

Personal
 
287

 
230

 
269

 
290

 
463

Total nonaccruing loans
 
180,951

 
163,247

 
187,874

 
230,984

 
147,128

Accruing renegotiated loans guaranteed by U.S. government agencies
 
92,452

 
86,428

 
73,994

 
81,370

 
74,049

Real estate and other repossessed assets
 
20,359

 
17,487

 
28,437

 
44,287

 
30,731

Total nonperforming assets
 
$
293,762

 
$
267,162

 
$
290,305

 
$
356,641

 
$
251,908

Total nonperforming assets excluding those guaranteed by U.S. government agencies
 
$
195,210

 
$
173,602

 
$
207,132

 
$
263,425

 
$
155,959

 
 
 
 
 
 
 
 
 
 
 
Nonaccruing loans by loan class:
 
 
 
 
 
 
 
 

 
 

Commercial:
 
 
 
 
 
 
 
 

 
 

Energy
 
$
91,722

 
$
47,494

 
$
92,284

 
$
132,499

 
$
61,189

Manufacturing
 
10,133

 
8,919

 
5,962

 
4,931

 
331

Services
 
7,483

 
8,567

 
2,620

 
8,173

 
10,290

Healthcare
 
4,480

 
16,538

 
14,765

 
825

 
1,072

Wholesale/retail
 
1,163

 
1,316

 
2,574

 
11,407

 
2,919

Public finance
 
—

 
—

 
—

 
—

 
—

Other commercial and industrial
 
435

 
17,007

 
19,098

 
21,118

 
623

Total commercial
 
115,416

 
99,841

 
137,303

 
178,953

 
76,424

 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 
 
 
 
 
 
 

 
 

Retail
 
18,868

 
20,279

 
276

 
326

 
1,319

Multifamily
 
6,858

 
301

 
—

 
38

 
274

Office
 
—

 
—

 
275

 
426

 
651

Industrial
 
909

 
—

 
—

 
76

 
76

Residential construction and land development
 
350

 
350

 
1,832

 
3,433

 
4,409

Other commercial real estate
 
641

 
691

 
472

 
1,222

 
2,272

Total commercial real estate
 
27,626

 
21,621

 
2,855

 
5,521

 
9,001

 
 
 
 
 
 
 
 
 
 
 
Residential mortgage:
 
 
 
 
 
 
 
 

 
 

Permanent mortgage
 
20,441

 
23,951

 
25,193

 
22,855

 
28,984

Permanent mortgages guaranteed by U.S. government agencies
 
6,100

 
7,132

 
9,179

 
11,846

 
21,900

Home equity
 
11,081

 
10,472

 
13,075

 
11,519

 
10,356

Total residential mortgage
 
37,622

 
41,555

 
47,447

 
46,220

 
61,240

Personal
 
287

 
230

 
269

 
290

 
463

Total nonaccruing loans
 
$
180,951

 
$
163,247

 
$
187,874

 
$
230,984

 
$
147,128

 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses to nonaccruing loans1
 
120.54
%
 
132.89
%
 
129.09
%
 
112.33
%
 
180.09
%
Accruing loans 90 days or more past due1
 
$
7,680

 
$
1,338

 
$
633

 
$
5

 
$
1,207

Foregone interest on nonaccruing loans2
 
17,409

 
15,502

 
16,496

 
15,990

 
7,432

1 
Excludes residential mortgages guaranteed by agencies of the U.S. government.
2 
Interest collected and recognized on nonaccruing loans was not significant in 2019 and previous years.
    


58


Nonperforming assets totaled $294 million or 1.35% of outstanding loans and repossessed assets at December 31, 2019, a $27 million increase over the prior year. Nonaccruing loans totaled $181 million, accruing renegotiated residential mortgage loans totaled $92 million and real estate and other repossessed assets totaled $20 million. All accruing renegotiated residential mortgage loans and $6.1 million of nonaccruing loans are guaranteed by U.S. government agencies. Excluding assets guaranteed by U.S. government agencies, nonperforming assets increased $22 million to $195 million or 0.90% of outstanding non-guaranteed loans and repossessed assets. The increase was primarily due to nonaccruing energy and multifamily commercial real estate, partially offset by a decrease in nonaccruing other commercial & industrial loans and healthcare loans. The Company generally retains nonperforming assets to maximize potential recovery, which may cause future nonperforming assets to decrease more slowly.

Loans are generally classified as nonaccruing when it becomes probable that we will not collect the full contractual principal and interest. As more fully discussed in Note 4 to the Consolidated Financial Statements, we may modify loans in a troubled debt restructuring. Modifications may include extension of payment terms and rate concessions. We generally do not forgive principal or accrued but unpaid interest. All loans modified in troubled debt restructurings, except residential mortgage loans guaranteed by U.S. government agencies, are classified as nonaccruing. We may renew matured nonaccruing loans. All nonaccruing loans, including those renewed or modified in troubled debt restructurings, are charged off when the loan balance is no longer covered by the paying capacity of the borrower based on a quarterly evaluation of available cash resources and collateral value. Nonaccruing loans generally remain on nonaccruing status until full collection of principal and interest in accordance with the original terms, including principal previously charged off, is probable. We generally do not voluntarily modify personal loans to troubled borrowers. Personal loans modified at the direction of bankruptcy court orders are identified as troubled debt restructurings and classified as nonaccruing.

Accruing renegotiated loans guaranteed by U.S. government agencies represent residential mortgage loans that have been modified in troubled debt restructurings. See Note 4 to the Consolidated Financial Statements for additional discussion of troubled debt restructurings. Generally, we modify residential mortgage loans primarily by reducing interest rates and extending the number of payments in accordance with U.S. government agency guidelines. Generally, no unpaid principal or interest is forgiven. Interest continues to accrue based on the modified terms of the loan. Modified loans guaranteed by U.S. government agencies under residential mortgage loan programs may be sold once they become eligible according to U.S. government agency guidelines.

A rollforward of nonperforming assets for the year ended December 31, 2019 follows in Table 27.

Table 27 – Rollforward of Nonperforming Assets
(In thousands)
 
 
Year Ended December 31, 2019
 
 
 
Nonaccruing Loans
 
 
Renegotiated Loans
 
Real Estate and Other Repossessed Assets
 
Total Nonperforming Assets
Balance, December 31, 2018
 
$
163,247

 
$
86,428

 
$
17,487

 
$
267,162

Additions
 
165,020

 
44,171

 
—

 
209,191

Payments
 
(81,279
)
 
(2,590
)
 
—

 
(83,869
)
Charge-offs
 
(50,977
)
 
—

 
—

 
(50,977
)
Net gains (losses) and write-downs
 
—

 
—

 
863

 
863

Foreclosure of nonaccruing loans
 
(10,665
)
 
—

 
10,665

 
—

Foreclosure of loans guaranteed by U.S. government agencies
 
(2,755
)
 
(10,289
)
 
—

 
(13,044
)
Proceeds from sales
 
—

 
(26,175
)
 
(8,656
)
 
(34,831
)
Net transfers to nonaccruing loans
 
235

 
(235
)
 
—

 
—

Return to accrual status
 
(1,875
)
 
—

 
—

 
(1,875
)
Other, net
 
—

 
1,142

 
—

 
1,142

Balance, December 31, 2019
 
$
180,951

 
$
92,452

 
$
20,359


$
293,762


We foreclose on loans guaranteed by U.S. government agencies in accordance with agency guidelines. Generally these loans are not eligible for modification programs or have failed to comply with modified loan terms. Principal is guaranteed by agencies of the U.S. government, subject to limitations and credit risk is limited. These properties will be conveyed to the agencies and receivables collected once applicable criteria have been met. 

59



Nonaccruing loans totaled $181 million or 0.83% of outstanding loans at December 31, 2019, compared to $163 million or 0.75% of outstanding loans at December 31, 2018. Nonaccruing loans increased $18 million compared to December 31, 2018. Newly identified nonaccruing loans totaled $165 million. This was offset by $81 million of payments, $51 million of charge-offs and $11 million of foreclosures during the year.
Commercial

Nonaccruing commercial loans totaled $115 million or 0.82% of total commercial loans at December 31, 2019, compared to $100 million or 0.73% of total commercial loans at December 31, 2018. Newly identified nonaccruing commercial loans totaled $133 million, offset by $68 million in payments, $43 million of charge-offs and $6.6 million of repossessions.
 
Nonaccruing commercial loans at December 31, 2019 were primarily composed of $92 million or 2.31% of total energy loans, $10 million or 1.52% of total manufacturing loans and $7.5 million or 0.24% of service sector loans.

Commercial Real Estate

Nonaccruing commercial real estate loans were $28 million or 0.62% of outstanding commercial real estate loans at December 31, 2019, compared to $22 million or 0.45% of outstanding commercial real estate loans at December 31, 2018. The $6.0 million increase was primarily due to $10 million of newly identified commercial real estate loans during the year, partially offset by $1.6 million of cash payments received and $1.2 million of charge-offs.

Nonaccruing commercial real estate loans were primarily composed of $19 million or 2.43% of commercial real estate loans secured by retail facilities and $6.9 million or 0.54% of outstanding commercial real estate loans secured by multifamily residential properties.

Residential Mortgage and Personal

Nonaccruing residential mortgage loans totaled $38 million or 1.81% of outstanding residential mortgage loans at December 31, 2019, compared to $42 million or 1.86% of outstanding residential mortgage loans at December 31, 2018. Newly identified nonaccruing residential mortgage loans of $16 million were offset by $12 million of cash payments and $4.0 million of foreclosures. Nonaccruing residential mortgage loans primarily consisted of $20 million or 1.93% of non-guaranteed permanent residential mortgage loans and $11 million or 1.34% of total home equity loans.

Payments on accruing residential mortgage loans and personal loans may be delinquent. The composition of residential mortgage loans and personal loans past due but still accruing is included in the following Table 28. Substantially all non-guaranteed residential loans past due 90 days or more are nonaccruing. At December 31, 2019, residential mortgage loans 30 to 59 days past due were $5.4 million, up $1.1 million over the prior year. Residential mortgage loans 60 to 89 days past due decreased $257 thousand from December 31, 2018. Personal loans 30 to 59 days past due increased $4.2 million and personal loans 60 to 89 days past due decreased $742 thousand compared to December 31, 2018.

Table 28 – Residential Mortgage and Personal Loans Past Due
(In thousands)
 
 
December 31, 2019
 
December 31, 2018
 
 
90 Days or More
 
60 to 89 Days
 
30 to 59 Days
 
90 Days or More
 
60 to 89 Days
 
30 to 59 Days
Residential mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
   Permanent mortgage1
 
$
—

 
$
153

 
$
2,011

 
$
—

 
$
366

 
$
3,196

Home equity
 
—

 
308

 
3,343

 
59

 
352

 
1,102

Total residential mortgage
 
$
—

 
$
461

 
$
5,354

 
$
59

 
$
718

 
$
4,298

 
 
 

 
 
 
 

 
 

 
 
 
 

Personal
 
$
15

 
$
54

 
$
4,664

 
$
3

 
$
796

 
$
479

1 
Excludes past due residential mortgage loans guaranteed by agencies of the U.S. government.


60


Real Estate and Other Repossessed Assets

Real estate and other repossessed assets are assets acquired in partial or total forgiveness of loans. The assets are carried at the lower of cost as determined by fair value at date of foreclosure or current fair value, less estimated selling costs.

Real estate and other repossessed assets totaled $20 million at December 31, 2019, composed primarily of $8.9 million of developed commercial real estate, $5.3 million of oil and gas properties, $3.9 million of 1-4 family residential properties, and $2.1 million of undeveloped land primarily zoned for commercial development. The residential properties and undeveloped land are widely disbursed across our geographical footprint. Real estate and other repossessed assets increased $2.9 million compared to December 31, 2018. 
Liquidity and Capital

Based on the average balances for 2019, approximately 61% of our funding was provided by deposit accounts, 24% from borrowed funds, less than 1% from long-term subordinated debt and 11% from equity. Our funding sources, which primarily include deposits and borrowings from the Federal Home Loan Banks, provide adequate liquidity to meet our operating needs.

Subsidiary Banks

Deposits and borrowed funds are the primary sources of liquidity for the subsidiary banks. Deposit accounts represent our largest funding source. We compete for retail and commercial deposits by offering a broad range of products and services and focusing on customer convenience. Retail deposit growth is supported through personal and small business checking, online bill paying services, mobile banking services, an extensive network of branch locations and ATMs and our ExpressBank call center. Commercial deposit growth is supported by offering treasury management and lockbox services. We also acquire brokered deposits when the cost of funds is advantageous to other funding sources.

Table 29 - Average Deposits by Line of Business
(In thousands)
 
Year Ended December 31,
 
2019
 
2018
Commercial Banking
$
10,319,677

 
$
8,517,137

Consumer Banking
6,876,676

 
6,560,145

Wealth Management
6,447,987

 
5,617,325

Subtotal
23,644,340

 
20,694,607

Funds Management and other
2,006,941

 
2,114,604

Total
$
25,651,281

 
$
22,809,211


Average deposits for 2019 totaled $25.7 billion and represented approximately 61% of total liabilities and capital compared with $22.8 billion and 65% of total liabilities and capital for 2018. Average deposits increased $2.8 billion over the prior year, largely related to the full year impact of the CoBiz acquisition in the fourth quarter of 2018. Acquired deposits were allocated to the lines of business from Funds Management and other in the second quarter of 2019. Demand deposits grew by $219 million. Interest-bearing transaction deposit account balances increased by $2.5 billion and time deposits grew by $82 million.

Average deposits attributed to Commercial Banking were $10.3 billion for 2019, a $1.8 billion or 21% increase over 2018. Interest-bearing transaction account balances increased $1.7 billion or 65% and demand deposit balances increased $78 million or 1%. Commercial customers continue to retain large cash reserves primarily due to a combination of factors including uncertainty about the economic environment and potential for growth, lack of preferable liquid alternatives and a desire to minimize deposit charges through the earnings credit. The earnings credit is a non-cash method that enables commercial customers to offset deposit service charges based on account balances. Commercial deposit balances may decrease as the economic outlook improves and if short-term rates move higher, enhancing their investment alternatives.

Average Consumer Banking deposit balances increased $317 million or 5% over the prior year. Average demand deposit balances grew by $287 million or 15% while average interest-bearing transaction accounts increased $30 million or 1%. Time deposit balances increased $51 million or 6%.


61


Average Wealth Management deposit balances grew by $831 million or 15% over the prior year. Interest-bearing transaction balances increased $908 million or 26%. Non-interest-bearing demand deposits decreased $74 million or 6%, and time deposit balances decreased $11 million or 1%.

Table 30 - Maturity of Domestic CDs and Public Funds in Amounts of $100,000 or More
(In thousands)
 
 
December 31,
 
 
2019
 
2018
Months to maturity:
 
 
 
 
3 or less
 
$
364,642

 
$
380,315

Over 3 through 6
 
275,227

 
298,692

Over 6 through 12
 
466,751

 
299,346

Over 12
 
572,539

 
618,413

Total
 
$
1,679,159

 
$
1,596,766


Brokered deposits included in time deposits averaged $247 million for 2019, compared to $251 million for 2018. Brokered deposits included in time deposits totaled $237 million at December 31, 2019 and $247 million at December 31, 2018.

Average interest-bearing transaction accounts for 2019 included $1.1 billion of brokered deposits compared to $821 million for 2018. Brokered deposits included in interest-bearing transaction accounts totaled $1.2 billion at December 31, 2019 and $832 million at December 31, 2018.

62


The distribution of our period end deposit account balances among principal markets follows in Table 31.

Table 31 - Period End Deposits by Principal Market Area
(In thousands)
 
 
December 31,
 
 
2019
 
2018
 
2017
 
2016
 
2015
Oklahoma:
 
 
 
 
 
 
 
 
 
 
Demand
 
$
3,257,337

 
$
3,610,593

 
$
3,885,008

 
$
3,993,170

 
$
4,133,520

Interest-bearing:
 
 
 
 
 
 
 
 
 
 
Transaction
 
8,574,912

 
6,445,831

 
5,901,293

 
6,345,536

 
5,971,819

Savings
 
306,194

 
288,210

 
265,870

 
241,696

 
226,733

Time
 
1,125,446

 
1,118,643

 
1,092,133

 
1,118,355

 
1,202,274

Total interest-bearing
 
10,006,552

 
7,852,684

 
7,259,296

 
7,705,587

 
7,400,826

Total Oklahoma
 
13,263,889

 
11,463,277

 
11,144,304

 
11,698,757

 
11,534,346

 
 
 
 
 
 
 
 
 
 
 
Texas:
 
 
 
 
 
 
 
 
 
 
Demand
 
2,757,376

 
3,289,659

 
3,239,098

 
3,137,009

 
2,627,764

Interest-bearing:
 
 
 
 
 
 
 
 
 
 
Transaction
 
2,911,731

 
2,294,740

 
2,397,071

 
2,388,812

 
2,132,099

Savings
 
102,456

 
99,624

 
93,620

 
83,101

 
77,902

Time
 
495,343

 
423,880

 
502,879

 
535,642

 
549,740

Total interest-bearing
 
3,509,530

 
2,818,244

 
2,993,570

 
3,007,555

 
2,759,741

Total Texas
 
6,266,906

 
6,107,903

 
6,232,668

 
6,144,564

 
5,387,505

 
 
 
 
 
 
 
 
 
 
 
Colorado:
 
 
 
 
 
 
 
 
 
 
Demand
 
1,729,674

 
1,658,473

 
633,714

 
576,000

 
497,318

Interest-bearing:
 
 
 
 
 
 
 
 
 
 
Transaction
 
1,769,037

 
1,899,203

 
657,629

 
616,679

 
616,697

Savings
 
53,307

 
57,289

 
35,223

 
32,866

 
31,927

Time
 
283,517

 
274,877

 
224,962

 
242,782

 
296,224

Total interest-bearing
 
2,105,861

 
2,231,369

 
917,814

 
892,327

 
944,848

Total Colorado
 
3,835,535

 
3,889,842

 
1,551,528

 
1,468,327

 
1,442,166

 
 
 
 
 
 
 
 
 
 
 
New Mexico:
 
 
 
 
 
 
 
 
 
 
Demand
 
623,722

 
691,692

 
663,353

 
627,979

 
487,286

Interest-bearing:
 
 
 
 
 
 
 
 
 
 
Transaction
 
558,493

 
571,347

 
552,393

 
590,571

 
563,723

Savings
 
63,999

 
58,194

 
55,647

 
49,963

 
43,672

Time
 
238,140

 
224,515

 
216,743

 
238,408

 
267,821

Total interest-bearing
 
860,632

 
854,056

 
824,783

 
878,942

 
875,216

Total New Mexico
 
1,484,354

 
1,545,748

 
1,488,136

 
1,506,921

 
1,362,502

 
 
 
 
 
 
 
 
 
 
 

63


 
 
December 31,
 
 
2019
 
2018
 
2017
 
2016
 
2015
Arizona:
 
 
 
 
 
 
 
 
 
 
Demand
 
681,268

 
709,176

 
334,701

 
366,755

 
326,324

Interest-bearing:
 
 
 
 
 
 
 
 
 
 
Transaction
 
684,929

 
575,996

 
274,846

 
305,099

 
358,556

Savings
 
10,314

 
10,545

 
3,343

 
2,973

 
2,893

Time
 
49,676

 
43,051

 
20,394

 
27,765

 
29,498

Total interest-bearing
 
744,919

 
629,592

 
298,583

 
335,837

 
390,947

Total Arizona
 
1,426,187

 
1,338,768

 
633,284

 
702,592

 
717,271

 
 
 
 
 
 
 
 
 
 
 
Kansas/Missouri:
 
 
 
 
 
 
 
 
 
 
Demand
 
384,533

 
418,199

 
457,080

 
508,418

 
197,424

Interest-bearing:
 
 
 
 
 
 
 
 
 
 
Transaction
 
784,574

 
327,866

 
382,066

 
513,176

 
153,203

Savings
 
12,169

 
13,721

 
13,574

 
12,679

 
1,378

Time
 
17,877

 
19,688

 
27,260

 
42,152

 
35,524

Total interest-bearing
 
814,620

 
361,275

 
422,900

 
568,007

 
190,105

Total Kansas/Missouri
 
1,199,153

 
779,474

 
879,980

 
1,076,425

 
387,529

 
 
 
 
 
 
 
 
 
 
 
Arkansas:
 
 
 
 
 
 
 
 
 
 
Demand
 
27,381

 
36,800

 
30,384

 
26,389

 
27,252

Interest-bearing:
 
 
 
 
 
 
 
 
 
 
Transaction
 
108,076

 
91,593

 
85,095

 
105,232

 
202,857

Savings
 
1,837

 
1,632

 
1,881

 
2,192

 
1,747

Time
 
7,850

 
8,726

 
14,045

 
16,696

 
24,983

Total interest-bearing
 
117,763

 
101,951

 
101,021

 
124,120

 
229,587

Total Arkansas
 
145,144

 
138,751

 
131,405

 
150,509

 
256,839

Total BOK Financial deposits
 
$
27,621,168

 
$
25,263,763

 
$
22,061,305

 
$
22,748,095

 
$
21,088,158


See Note 9 to the Consolidated Financial Statements for a summary of other borrowings.

In addition to deposits, liquidity for the subsidiary banks is provided primarily by federal funds purchased, securities repurchase agreements and Federal Home Loan Bank borrowings. Federal funds purchased consist primarily of unsecured, overnight funds acquired from other financial institutions. Funds are primarily purchased from bankers’ banks and Federal Home Loan Banks from across the country. The largest source of wholesale federal funds purchased totaled $600 million at December 31, 2019 and $300 million at December 31, 2018. Securities repurchase agreements generally mature within 90 days and are secured by certain available for sale securities. Federal Home Loan Bank borrowings are generally short term and are secured by a blanket pledge of eligible collateral (generally unencumbered U.S. Treasury and mortgage-backed securities, 1-4 family residential mortgage loans, multifamily and other qualifying commercial real estate loans). Amounts borrowed from the Federal Home Loan Bank of Topeka averaged $7.1 billion during 2019 and $6.2 billion during 2018.

At December 31, 2019, the estimated unused credit available to BOKF, NA from collateralized sources was approximately $10.6 billion.
BOKF, NA also has a liability related to the repurchase of certain delinquent residential mortgage loans previously sold in GNMA mortgage pools. Interest is payable monthly at rates contractually due to investors.

64


Parent Company and Other Non-Bank Subsidiaries

The primary sources of liquidity for BOK Financial are cash on hand and dividends from the subsidiary banks. Cash and cash equivalents totaled $215 million at December 31, 2019. Dividends from the subsidiary banks are limited by various banking regulations to net profits, as defined, for the year plus retained profits for the two preceding years. Dividends are further restricted by minimum capital requirements. At December 31, 2019, based on the most restrictive limitations as well as management’s internal capital policy, BOKF, NA could declare up to $246 million of dividends without regulatory approval. Dividend constraints may be alleviated through increases in retained earnings, capital issuances or changes in risk weighted assets. Future losses or increases in required regulatory capital could also affect its ability to pay dividends to the parent company.

On June 27, 2016, the parent company issued $150 million of subordinated debt that will mature on June 30, 2056. This debt bears interest at the rate of 5.375%, payable quarterly. On June 30, 2021, we will have the option to redeem the debt at the principal amount plus accrued interest, subject to regulatory approval.

As a result of the acquisition of CoBiz Financial, we obtained $60 million of subordinated debt issued in June 2015 that will mature on June 25, 2030. This debt bears interest at the rate of 5.625% through June 25, 2025 and thereafter, the notes will bear an annual floating rate equal to 3-month LIBOR plus 317 basis points. We also acquired $72 million of junior subordinated debentures. Interest is based on spreads over 3 month LIBOR ranging from 145 basis points to 295 basis points and mature September 17, 2033 through September 30, 2035. The junior subordinated debentures are subject to early redemption prior to maturity.

Shareholders' equity at December 31, 2019 was $4.9 billion, an increase of $424 million over December 31, 2018. Net income less cash dividends paid increased equity $357 million during 2019. Changes in interest rates resulted in accumulated other comprehensive income of $105 million at December 31, 2019, compared to an accumulated other comprehensive loss of $73 million at December 31, 2018. Capital is managed to maximize long-term value to the shareholders. Factors considered in managing capital include projections of future earnings, asset growth and acquisition strategies, and regulatory and debt covenant requirements. Capital management may include subordinated debt issuance, share repurchase and stock and cash dividends.

On April 30, 2019, the Board of Directors authorized the Company to purchase up to five million common shares, subject to market conditions, securities laws and other regulatory compliance limitations. As of December 31, 2019, a cumulative total of 866,713 shares have been repurchased under this authorization. The Company repurchased 1,572,322 shares during 2019 at an average price of $82.35 per share, including shares purchased under a previous authorization.

BOK Financial and the subsidiary banks are subject to various capital requirements administered by federal agencies. Failure to meet minimum capital requirements, including capital conservation buffer, can result in certain mandatory and additional discretionary actions by regulators that could have a material impact on operations including restrictions on capital distributions from dividends and share repurchases and executive bonus payments. These capital requirements include quantitative measures of assets, liabilities and off-balance sheet items. The capital standards are also subject to qualitative judgments by the regulators.

A summary of minimum capital requirements follows for BOK Financial on a consolidated basis in Table 32.


65


Table 32 – Capital Ratios
 
Minimum Capital Requirement
 
Capital Conservation Buffer
 
Minimum Capital Requirement Including Capital Conservation Buffer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31,
 
 
 
2019
 
2018
Risk-based capital:
 
 
 
 
 

 
 
 
 
Common equity Tier 1
4.50
%
 
2.50
%
 
7.00
%
 
11.39
%
 
10.92
%
Tier 1 capital
6.00
%
 
2.50
%
 
8.50
%
 
11.39
%
 
10.92
%
Total capital
8.00
%
 
2.50
%
 
10.50
%
 
12.94
%
 
12.50
%
Tier 1 Leverage
4.00
%
 
N/A

 
4.00
%
 
8.40
%
 
8.96
%
 
 
 
 
 
 
 
 
 
 
Average total equity to average assets
 
 
 
 
 
 
11.11
%
 
10.70
%
Tangible common equity ratio
 
 
 
 
 
 
8.98
%
 
8.82
%

As discussed further in Recently Issued Accounting Standard section following, the Company adopted FASB Accounting Standards Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Assets Measured at Amortized Cost (“ASU 2016-13” or “CECL”) on January 1, 2020. The adoption of CECL is not expected to have a significant impact on capital. We plan to adopt the three year transition approach for regulatory capital purposes.
Capital resources of financial institutions are also regularly measured by the tangible common shareholders’ equity ratio. Tangible common shareholders’ equity is shareholders’ equity as defined by generally accepted accounting principles in the United States of America (“GAAP”), including unrealized gains and losses on available for sale securities, less intangible assets and equity which does not benefit common shareholders. Equity that does not benefit common shareholders includes preferred equity. This non-GAAP measure is a valuable indicator of a financial institution’s capital strength since it eliminates intangible assets from shareholders’ equity and retains the effect of unrealized losses on securities and other components of accumulated other comprehensive income in shareholders’ equity.

Table 33 following provides a reconciliation of the non-GAAP measures with financial measures defined by GAAP.

Table 33 – Non-GAAP Measures
(Dollars in thousands)
 
 
December 31,
 
 
2019
 
2018
Tangible common equity ratio:
 
 
 
 
Total shareholders' equity
 
$
4,855,795

 
$
4,432,109

Less: Goodwill and intangible assets, net
 
1,173,362

 
1,184,112

Tangible common equity
 
3,682,433

 
3,247,997

Total assets
 
42,172,021

 
38,020,504

Less: Goodwill and intangible assets, net
 
1,173,362

 
1,184,112

Tangible assets
 
$
40,998,659

 
$
36,836,392

Tangible common equity ratio
 
8.98
%
 
8.82
%

Off-Balance Sheet Arrangements

See Note 14 to the Consolidated Financial Statements for a discussion of the Company’s significant off-balance sheet commitments.

Aggregate Contractual Obligations

BOK Financial has numerous contractual obligations in the normal course of business. These obligations include time deposits and other borrowed funds, premises used under various operating leases, commitments to extend credit to borrowers and to purchase securities, derivative contracts and contracts for services such as data processing that are integral to our operations. Table 34 following summarizes payments due on contractual obligations with initial terms in excess of one year.

66



Table 34 – Contractual Obligations as of December 31, 2019
(In thousands)
 
Less Than
1 Year
 
1 to 3
Years
 
4 to 5
Years
 
More Than
5 Years
 
Total
Time deposits
$
864,803

 
$
345,389

 
$
171,359

 
$
271,354

 
$
1,652,905

Other borrowings
2,458

 
2,671

 
5,937

 
5,638

 
16,704

Subordinated debentures
14,543

 
29,086

 
29,086

 
558,920

 
631,635

Lease obligations
27,496

 
45,735

 
37,107

 
127,027

 
237,365

Derivative contracts
38,436

 
25,507

 
11,606

 
8,244

 
83,793

Data processing services
13,161

 
22,346

 
18,718

 
13,265

 
67,490

Total
$
960,897

 
$
470,734

 
$
273,813

 
$
984,448

 
$
2,689,892

Loan commitments
$
11,065,649

Standby letters of credit
645,505

Mortgage loans sold with recourse
88,808

Alternative investment commitments
82,207


Payments on time deposits, other borrowed funds and subordinated debentures include interest which has been calculated from rates at December 31, 2019. These obligations may have variable interest rates and actual payments will differ from the amounts shown on this table. 

Payments on time deposits are based on contractual maturity dates. These funds may be withdrawn prior to maturity. We may charge the customer a penalty for early withdrawal.

Lease commitments generally represent real property we rent for branch offices, corporate offices and operations facilities. Payments presented represent the minimum lease payments and exclude related costs such as utilities and property taxes.

Obligations under derivative contracts are used in customer hedging programs. As previously discussed, we have entered into derivative contracts which are expected to substantially offset the cash payments due on these obligations. 

Data processing and communications contracts represent the minimum obligations under the contracts. Additional payments that are based on the volume of transactions processed are excluded.

Loan commitments represent legally binding obligations to provide financing to our customers. Some of these commitments are expected to expire before being drawn upon and the total commitment amounts do not necessarily represent future cash requirements. Approximately $1.7 billion of the loan commitments expire within one year.

The Company has commitments to fund an additional $82 million for various alternative investments. Alternative investments primarily consist of limited partnership interests in entities that invest in low income housing projects. Legally binding commitments to fund alternative investments are recognized as liabilities in the Consolidated Financial Statements.

Recently Issued Accounting Standards

See Note 1 of the Consolidated Financial Statements for disclosure of newly adopted and pending accounting standards.

On June 16, 2016 the FASB issued FASB Accounting Standards Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Assets Measured at Amortized Cost (“ASU 2016-13” or “CECL”) to provide more-timely recording of expected credit losses on loans and certain other financial assets. The Company adopted CECL on January 1, 2020, through a pre-tax, cumulative-effect adjustment to retained earnings of approximately $61.4 million.
The distribution of the cumulative-effect adjustment is summarized in Table 35 following.

67


Table 35 - CECL Transition Adjustment
(In millions)
 
Pre-tax Cumulative-Effect Adjustment
Adjustments to the allowance for loan losses:
 
Measurement changes to the allowance attributed to outstanding loan balances
$
1.3

Recognition of expected credit losses on acquired loans
24.5

Total adjustments to the allowance for loan losses
25.8

Measurement changes to accruals for unfunded loan commitments
23.6

Total adjustments for lending activities
49.4

Measurement changes to accruals for credit risk associated with residential mortgage loans transferred to mortgage-backed securities that exceed amounts guaranteed by U.S. government agencies
10.9

Total adjustments to accruals for mortgage-banking activities
10.9

Allowance for held-to-maturity (investment) securities
1.1

Total pre-tax transition adjustment
$
61.4


CECL requires recognition of expected credit losses on assets carried at amortized cost over their expected lives, after appropriately considering prepayments and, in limited-circumstances, extensions and renewals. Expected losses are generally estimated through the use of models that measure probability of default and loss given default over a 12-month reasonable and estimable economic forecast period. Estimated losses after that period are generally measured by a reversion method that considers the direction and level of current risk in the portfolio applied over the remaining expected lives.

Models are based on relevant macro-economic factors, such as gross national product, unemployment rate, and oil and gas prices, that consider three scenarios, Base, Upside and Downside. The probability of each scenario is weighted to determine the appropriate economic forecast factors.
 
 
Forward-Looking Statements

This 10-K contains forward-looking statements that are based on management's beliefs, assumptions, current expectations, estimates and projections about BOK Financial, the financial services industry and the economy generally. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “plans,” “projects,” “will,” “intends,” variations of such words and similar expressions are intended to identify such forward-looking statements. Management judgments relating to and discussion of the provision and allowance for credit losses, allowance for uncertain tax positions, accruals for loss contingencies and valuation of mortgage servicing rights involve judgments as to expected events and are inherently forward-looking statements. Assessments that BOK Financial's acquisitions, including its latest acquisition of CoBiz Financial, Inc., and other growth endeavors will be profitable are necessary statements of belief as to the outcome of future events based in part on information provided by others which BOK Financial has not independently verified. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions which are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what is expected, implied or forecasted in such forward-looking statements. Internal and external factors that might cause such a difference include, but are not limited to changes in commodity prices, interest rates and interest rate relationships, inflation, demand for products and services, the degree of competition by traditional and nontraditional competitors, changes in banking regulations, tax laws, prices, levies and assessments, the impact of technological advances, and trends in customer behavior as well as their ability to repay loans. BOK Financial and its affiliates undertake no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.

Legal Notice

As used in this report, the term “BOK Financial” and such terms as “the Company,” “the Corporation,” “our,” “we” and “us” may refer to one or more of the consolidated subsidiaries or all of them taken as a whole. All these terms are used for convenience only and are not intended as a precise description of any of the separate companies, each of which manages its own affairs.

68


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

Market risk is a broad term for the risk of economic loss due to adverse changes in the fair value of a financial instrument. These changes may be the result of various factors, including interest rates, foreign exchange rates, commodity prices or equity prices. Financial instruments that are subject to market risk can be classified either as held for trading or held for purposes other than trading. Market risk excludes changes in fair value due to credit of the individual issuers of financial instruments.

BOK Financial is subject to market risk primarily through the effect of changes in interest rates on both its assets held for purposes other than trading and trading assets. The effects of other changes, such as foreign exchange rates, commodity prices or equity prices do not pose significant market risk to BOK Financial. BOK Financial has no material investments in assets that are affected by changes in foreign exchange rates or equity prices. Energy and agricultural product derivative contracts, which are affected by changes in commodity prices, are matched against offsetting contracts as previously discussed.

The Asset/Liability Committee is responsible for managing market risk in accordance with policy limits established by the Board of Directors. The Committee monitors projected variation in net interest revenue, net income and economic value of equity due to specified changes in interest rates. These limits also set maximum levels for short-term borrowings, short-term assets, public funds and brokered deposits and establish minimum levels for un-pledged assets, among other things. Further, the Board approved market risk limits for fixed income trading, mortgage pipeline and mortgage servicing assets inclusive of economic hedge benefits. Exposure is measured daily and compliance is reviewed monthly. Deviations from the Board approved limits, which periodically occur throughout the reporting period, may require management to develop and execute plans to reduce exposure. These plans are subject to escalation to and approval by the Board.

The simulations used to manage market risk are based on numerous assumptions regarding the effects of changes in interest rates on the timing and extent of repricing characteristics, future cash flows and customer behavior. These assumptions are inherently uncertain and, as a result, models cannot precisely estimate or precisely predict the impact of higher or lower interest rates. Actual results will differ from simulated results due to timing, magnitude and frequency of interest rate changes, market conditions and management strategies, among other factors.

Interest Rate Risk – Other than Trading
 
As previously noted in the Net Interest Revenue section of this report, management has implemented strategies to manage the Company’s balance sheet to have relatively limited exposure to changes in interest rates over a twelve-month period. The effectiveness of these strategies in managing the overall interest rate risk is evaluated through the use of an asset/liability model. BOK Financial performs a sensitivity analysis to identify more dynamic interest rate risk exposures, including embedded option positions, on net interest revenue. A simulation model is used to estimate the effect of changes in interest rates on our performance across multiple interest rate scenarios. Our current internal policy limit for net interest revenue variation due to a 200 basis point parallel change in market interest rates over twelve months is a maximum decline of 5%. The results of a 200 basis point decrease in interest rates in the current low-rate environment are not meaningful. Until such time as it becomes meaningful, we will instead report the effect of a 100 basis point decrease in interest rates.

The Company’s primary interest rate exposures include the Federal Funds rate, which affects short-term borrowings, and the prime lending rate and LIBOR, which are the basis for much of the variable rate loan pricing. Additionally, residential mortgage rates directly affect the prepayment speeds for residential mortgage-backed securities and mortgage servicing rights. Derivative financial instruments and other financial instruments used for purposes other than trading are included in this simulation. In addition, the impact on the level and composition of demand deposit accounts and other core deposit balances resulting from a significant increase in short-term market interest rates and the overall interest rate environment is likely to be material. The simulation incorporates assumptions regarding the effects of such changes based on a combination of historical analysis and expected behavior. The impact of planned growth and new business activities is factored into the simulation model. 


69


Table 36 – Interest Rate Sensitivity
(Dollars in thousands)
 
 
200 bp Increase
 
100 bp Decrease1
 
 
2019
 
2018
 
2019
 
2018
Anticipated impact over the next twelve months on net interest revenue
 
$
(16,328
)
 
$
(4,248
)
 
$
(31,629
)
 
$
(42,483
)
 
 
(1.50
)%
 
(0.36
)%
 
(2.91
)%
 
(3.57
)%
1  
The results of a 200 basis point decrease in interest rates in the low-rate environment are not meaningful, therefore we will instead report the effect of a 100 basis point decrease in interest rates.

BOK Financial is also subjected to market risk through changes in the fair value of mortgage servicing rights. Changes in the fair value of mortgage servicing rights are highly dependent on changes in primary mortgage rates offered to borrowers, intermediate-term interest rates that affect the value of custodial funds, and assumptions about servicing revenues, servicing costs and discount rates. As primary mortgage rates increase, prepayment speeds slow and the value of our mortgage servicing rights increases. As primary mortgage rates fall, prepayment speeds increase and the value of our mortgage servicing rights decreases.

We maintain a portfolio of financial instruments, which may include debt securities issued by the U.S. government or its agencies and interest rate derivative contracts held as an economic hedge of the changes in the fair value of our mortgage servicing rights. Composition of this portfolio will change based on our assessment of market risk. Changes in the fair value of residential mortgage-backed securities are highly dependent on changes in secondary mortgage rates required by investors, and interest rate derivative contracts are highly dependent on changes in other market interest rates. While primary and secondary mortgage rates generally move in the same direction, the spread between them may widen and narrow due to market conditions and government intervention. Changes in the forward-looking spread between the primary and secondary rates can cause significant earnings volatility.

Management performs a stress test to measure market risk due to changes in interest rates inherent in its MSR portfolio and hedges. The stress test shocks applicable interest rates up and down 50 basis points and calculates an estimated change in fair value, net of economic hedging activity, that may result. The Board has approved a $20 million market risk limit for mortgage servicing rights, net of economic hedges.

Table 37 - MSR Asset and Hedge Sensitivity Analysis
(In thousands)
 
 
December 31,
 
 
2019
 
2018
 
 
Up 50 bp
 
Down 50 bp
 
Up 50 bp
 
Down 50 bp
MSR Asset
 
$
30,369

 
$
(41,779
)
 
$
18,619

 
$
(27,154
)
MSR Hedge
 
(40,727
)
 
33,454

 
(21,838
)
 
21,922

Net Exposure
 
(10,358
)
 
(8,325
)
 
(3,219
)
 
(5,232
)

Trading Activities

The Company bears market risk by originating residential mortgages held for sale ("RMHFS"). RMHFS are generally outstanding for 60 to 90 days, which represents the typical period from commitment to originate a loan to sale of the closed loan to an investor. Primary mortgage interest rate changes during this period affect the value of RMHFS commitments and loans. We use forward sale contracts to mitigate market risk on all closed mortgage loans held for sale and on an estimate of mortgage loan commitments that are expected to result in closed loans.

A variety of methods are used to monitor market risk of mortgage origination activities. These methods include daily marking of all positions to market value, independent verification of inventory pricing, and revenue sensitivity limits.

Management performs a stress test to measure market risk due to changes in interest rates inherent in the mortgage production pipeline. The stress test shocks applicable interest rates up and down 50 basis points and calculates an estimated change in fair value, net of economic hedging activity that may result. The Board has approved a $7 million market risk limit for the mortgage production pipeline, net of forward sale contracts.

70


Table 38 - Mortgage Pipeline Sensitivity Analysis
(In thousands)
 
 
Year Ended
December 31,
 
 
2019
 
2018
 
 
Up 50 bp
 
Down 50 bp
 
Up 50 bp
 
Down 50 bp
Average1
 
$
(143
)
 
$
(191
)
 
$
223

 
$
(697
)
Low2
 
528

 
293

 
2,077

 
699

High3
 
(498
)
 
(538
)
 
(1,015
)
 
(2,447
)
Period End
 
(112
)
 
(98
)
 
(16
)
 
(420
)
1  
Average represents the simple average of each daily value observed during the reporting period.
2 
Low represents least risk of loss in fair value measured as the smallest negative value or the largest positive value observed daily during the reporting period.
3 
High represents the greatest risk of loss in fair value measured as the largest negative value or the smallest positive value observed daily during the reporting period.

BOK Financial enters into trading activities both as an intermediary for customers and for its own account. As an intermediary, we take positions in securities, generally residential mortgage-backed securities, government agency securities and municipal bonds. These securities are purchased for resale to customers, which include individuals, corporations, foundations and financial institutions. On a limited basis, we may also take trading positions in U.S. Treasury securities, residential mortgage-backed securities, and municipal bonds to enhance returns on securities portfolios. Both of these activities involve interest rate, liquidity and price risk. BOK Financial has an insignificant exposure to foreign exchange risk and does not take positions in commodity derivatives.

A variety of methods are used to monitor the interest rate risk of trading activities. These methods include daily marking of all positions to market value, independent verification of inventory pricing, and position limits for each trading activity. Economic hedges in either the futures or cash markets may be used to reduce the risk associated with some trading programs.

Management performs a stress test to measure market risk from changes in interest rates on its trading portfolio. The stress test shocks applicable interest rates up and down 50 basis points and calculates an estimated change in fair value, net of economic hedging activity that may result. The Board has approved an $8 million market risk limit for the trading portfolio, net of economic hedges.

Table 39 –Trading Securities Sensitivity Analysis
(In thousands)
 
 
Year Ended
December 31,
 
 
2019
 
2018
 
 
Up 50 bp
 
Down 50 bp
 
Up 50 bp
 
Down 50 bp
Average1
 
$
(1,803
)
 
$
2,602

 
$
(1,133
)
 
$
649

Low2
 
2,049

 
7,106

 
2,041

 
4,423

High3
 
(5,345
)
 
(1,376
)
 
(4,534
)
 
(3,463
)
Period End
 
(1,702
)
 
2,710

 
1,470

 
(1,081
)
1  
Average represents the simple average of each daily value observed during the reporting period.
2 
Low represents least risk of loss in fair value measured as the smallest negative value or the largest positive value observed daily during the reporting period.
3 
High represents the greatest risk of loss in fair value measured as the largest negative value or the smallest positive value observed daily during the reporting period.




71


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Management on Internal Control over Financial Reporting

Management of BOK Financial Corporation is responsible for establishing and maintaining adequate internal control over financial reporting and for assessing the effectiveness of internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f), as amended. Management has assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria established in “Internal Control – Integrated Framework,” issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission in 2013. Based on that assessment and criteria, management has determined that the Company maintained effective internal control over financial reporting as of December 31, 2019.


Ernst & Young LLP, the independent registered public accounting firm that audited the Consolidated Financial Statements of the Company included in this annual report has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019. Their report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019, is included in this annual report.



72


Report of Independent Registered Public Accounting Firm


To the Shareholders and the Board of Directors of BOK Financial Corporation

Opinion on Internal Control over Financial Reporting
We have audited BOK Financial Corporation’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, BOK Financial Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of BOK Financial Corporation as of December 31, 2019 and 2018, and the related consolidated statements of earnings, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and our report dated February 27, 2020 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP
Tulsa, Oklahoma
February 27, 2020


73


Report of Independent Registered Public Accounting Firm


To the Shareholders and the Board of Directors of BOK Financial Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of BOK Financial Corporation (the Company) as of December 31, 2019 and 2018, and the related consolidated statements of earnings, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2019, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2019, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 27, 2020 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

74


 
 
Allowance for loan losses
Description of the Matter
 
The Company’s loan portfolio totaled $21.8 billion as of December 31, 2019 and the associated allowance for loan losses (ALL) was $211 million. As discussed in Notes 1 and 4 to the consolidated financial statements, the ALL is established to absorb probable estimated losses inherent in the portfolio. Management’s estimate for the inherent losses within the loan portfolio consists of specific allowances attributed to impaired loans that have not yet been charged down to amounts expected to be recovered, general allowances, including inherent risks, for unimpaired loans based on estimated loss rates by loan class and nonspecific allowances. General allowances for unimpaired loans are based on an estimated loss rate by loan class not considering recoveries. General allowances for unimpaired loans also consider inherent risks identified for each loan class. Inherent risks consider loss rates that most appropriately represent the current credit cycle and other factors attributable to a specific loan class which have not yet been represented in the historical gross loss rates or risk grading. Nonspecific allowances are maintained for risks beyond factors specific to a particular portfolio segment or loan class. These factors include trends in the economy in primary lending areas, concentration in large-balance loans and other relevant factors.

Auditing management’s estimate of the ALL involves a high degree of subjectivity in evaluating the determination of inherent risk adjustments to loss rates by loan class and the non-specific allowances. Management’s determination of the inherent risk adjustments and identification and measurement of the nonspecific allowances is highly judgmental and could have a significant effect on the ALL.
How We Addressed the Matter in Our Audit
 

We evaluated the design and tested the operating effectiveness of related controls over the calculation and recording of the ALL. Specifically, we tested the design and operating effectiveness of controls around inherent risk adjustments to loss rates by loan class identified by the Company, the identification of such inherent risk factors, the applicability of that risk factor to the Company’s portfolio, and the measurement of the impact of that risk factor. We tested controls over management’s process for identifying appropriate nonspecific allowances, the determination of whether any adjustment was warranted, and the measurement of the recorded adjustments.

To test the inherent risk adjustments to loss rates by loan class and non-specific allowances, we performed audit procedures that included, among others, assessing the methodology used by the Company to estimate the ALL and the underlying data used by the Company in its calculation of the ALL. To evaluate inherent risk adjustments to loss rates by loan class identified by the Company, as well as any nonspecific allowance recorded, we compared the significant assumptions used by management to the Company’s historical loss data, industry data, or economic data and evaluated whether such data was indicative of losses inherent in the loan portfolio. We tested inputs and assumptions used in the buildup of inherent risk adjustments to loss rates by loan class and the nonspecific allowance, and we evaluated the basis for adjustments considered, the basis for concluding an adjustment was warranted, which considered the assessment associated with whether the historical data adequately captured the risk in the current portfolio, and the completeness of the inputs used by management in determining such adjustments.

We compared the overall ALL amount to those established by similar banking institutions as a consideration around potentially contradictory information. We also reviewed subsequent events and transactions and considered whether they corroborate or contradict the Company’s conclusion.

/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1990.
Tulsa, Oklahoma
February 27, 2020



75



Consolidated Statements of Earnings
(In thousands, except share and per share data)
 
 
 
 
 
 
 
 
Year Ended December 31,
Interest and dividend revenue
 
2019
 
2018
 
2017
Loans
 
$
1,123,791

 
$
891,587

 
$
696,479

Residential mortgage loans held for sale
 
7,105

 
8,123

 
8,706

Trading securities
 
61,595

 
57,531

 
17,002

Investment securities
 
13,426

 
14,775

 
16,121

Available for sale securities
 
254,031

 
197,317

 
177,070

Fair value option securities
 
32,936

 
15,205

 
16,755

Restricted equity securities
 
26,860

 
21,555

 
18,490

Interest-bearing cash and cash equivalents
 
12,214

 
22,333

 
22,128

Total interest and dividend revenue
 
1,531,958

 
1,228,426

 
972,751

Interest expense
 
 

 
 

 
 

Deposits
 
175,538

 
95,517

 
53,803

Borrowed funds
 
228,428

 
138,215

 
69,008

Subordinated debentures
 
15,113

 
9,827

 
8,239

Total interest expense
 
419,079

 
243,559

 
131,050

Net interest and dividend revenue
 
1,112,879

 
984,867

 
841,701

Provision for credit losses
 
44,000

 
8,000

 
(7,000
)
Net interest and dividend revenue after provision for credit losses
 
1,068,879

 
976,867

 
848,701

Other operating revenue
 
 

 
 

 
 

Brokerage and trading revenue
 
159,826

 
108,323

 
131,601

Transaction card revenue
 
87,216

 
84,025

 
119,988

Fiduciary and asset management revenue
 
177,025

 
184,703

 
162,889

Deposit service charges and fees
 
112,485

 
112,153

 
112,079

Mortgage banking revenue
 
107,541

 
97,787

 
104,719

Other revenue
 
58,108

 
56,185

 
49,738

Total fees and commissions
 
702,201

 
643,176

 
681,014

Other gains (losses), net
 
9,351

 
(2,265
)
 
11,434

Gain (loss) on derivatives, net
 
14,951

 
(422
)
 
779

Gain (loss) on fair value option securities, net
 
15,787

 
(25,572
)
 
(2,733
)
Change in fair value of mortgage servicing rights
 
(53,517
)
 
4,668

 
172

Gain (loss) on available for sale securities, net
 
5,597

 
(2,801
)
 
4,428

Total other operating revenue
 
694,370

 
616,784

 
695,094

Other operating expense
 
 

 
 

 
 

Personnel
 
660,565

 
583,131

 
573,408

Business promotion
 
35,662

 
30,523

 
28,877

Charitable contributions to BOKF Foundation
 
3,000

 
2,846

 
2,000

Professional fees and services
 
54,861

 
59,099

 
51,067

Net occupancy and equipment
 
110,275

 
97,981

 
86,477

Insurance
 
20,906

 
23,318

 
19,653

Data processing and communications
 
124,983

 
114,796

 
146,970

Printing, postage and supplies
 
16,517

 
17,169

 
15,689

Net losses and operating expenses of repossessed assets
 
6,707

 
17,052

 
9,687

Amortization of intangible assets
 
20,618

 
9,620

 
6,779

Mortgage banking costs
 
50,685

 
46,298

 
52,856

Other expense
 
27,602

 
26,333

 
32,054

Total other operating expense
 
1,132,381

 
1,028,166

 
1,025,517

Net income before taxes
 
630,868

 
565,485

 
518,278

Federal and state income taxes
 
130,183

 
119,061

 
182,593

Net income
 
500,685

 
446,424

 
335,685

Net income (loss) attributable to non-controlling interests
 
(73
)
 
778

 
1,041

Net income attributable to BOK Financial Corporation shareholders
 
$
500,758

 
$
445,646

 
$
334,644

Earnings per share:
 
 

 
 

 
 

Basic
 
$
7.03

 
$
6.63

 
$
5.11

Diluted
 
$
7.03

 
$
6.63

 
$
5.11

Average shares used in computation:
 
 

 
 

 
 

Basic
 
70,787,700

 
66,628,640

 
64,745,364

Diluted
 
70,802,612

 
66,662,273

 
64,806,284

Dividends declared per share
 
$
2.01

 
$
1.90

 
$
1.77


See accompanying notes to Consolidated Financial Statements.

76


Consolidated Statements of Comprehensive Income
 
 
(In thousands)
 
 
 
 
 
 
 
 
Year Ended December 31,
 
 
2019
 
2018
 
2017
Net income
 
$
500,685

 
$
446,424

 
$
335,685

Other comprehensive income (loss) before income taxes:
 
 
 
 
 
 
Net change in unrealized gain (loss)
 
241,047

 
(48,010
)
 
(26,152
)
Reclassification adjustments included in earnings:
 
 
 
 
 
 
Loss (gain) on available for sale securities, net
 
(5,597
)
 
2,801

 
(4,428
)
Other comprehensive gain (loss), before income taxes
 
235,450

 
(45,209
)
 
(30,580
)
Federal and state income taxes
 
57,942

 
(11,507
)
 
(11,923
)
Other comprehensive gain (loss), net of income taxes
 
177,508


(33,702
)

(18,657
)
Comprehensive income
 
678,193

 
412,722

 
317,028

Comprehensive income (loss) attributable to non-controlling interests
 
(73
)
 
778

 
1,041

Comprehensive income attributable to BOK Financial Corp. shareholders
 
$
678,266

 
$
411,944

 
$
315,987


See accompanying notes to Consolidated Financial Statements.

77


Consolidated Balance Sheets
(In thousands, except share data)
 
 
 
 
 
 
December 31,
 
 
2019
 
2018
 
 
 
 
 
Assets
 
 
 
 
Cash and due from banks
 
$
735,836

 
$
741,749

Interest-bearing cash and cash equivalents
 
522,985

 
401,675

Trading securities
 
1,623,921

 
1,956,923

Investment securities (fair value:  2019 – $314,402; 2018 – $367,298)
 
293,418

 
355,187

Available for sale securities
 
11,269,643

 
8,857,120

Fair value option securities
 
1,098,577

 
283,235

Restricted equity securities
 
460,552

 
344,447

Residential mortgage loans held for sale
 
182,271

 
149,221

Loans
 
21,750,987

 
21,656,730

Allowance for loan losses
 
(210,759
)
 
(207,457
)
Loans, net of allowance
 
21,540,228

 
21,449,273

Premises and equipment, net
 
535,519

 
330,033

Receivables
 
231,811

 
204,960

Goodwill
 
1,048,091

 
1,049,263

Intangible assets, net
 
125,271

 
134,849

Mortgage servicing rights
 
201,886

 
259,254

Real estate and other repossessed assets, net of allowance (2019 – $11,013; 2018 – $13,665)
 
20,359

 
17,487

Derivative contracts
 
323,375

 
320,929

Cash surrender value of bank-owned life insurance
 
389,879

 
381,608

Receivable on unsettled securities sales
 
1,020,404

 
336,400

Other assets
 
547,995

 
446,891

Total assets
 
$
42,172,021

 
$
38,020,504

 
 
 
 
 
Liabilities and Equity
 
 
 
 
Liabilities:
 
 
 
 
Noninterest-bearing demand deposits
 
$
9,461,291

 
$
10,414,592

Interest-bearing deposits:
 
 

 
 

Transaction
 
15,391,752

 
12,206,576

Savings
 
550,276

 
529,215

Time
 
2,217,849

 
2,113,380

Total deposits
 
27,621,168

 
25,263,763

Funds purchased and repurchase agreements
 
3,818,350

 
1,018,411

Other borrowings
 
4,527,055

 
6,124,390

Subordinated debentures
 
275,923

 
275,913

Accrued interest, taxes and expense
 
259,701

 
192,826

Derivative contracts
 
251,128

 
362,306

Due on unsettled securities purchases
 
182,547

 
156,370

Other liabilities
 
372,230

 
183,480

Total liabilities
 
37,308,102

 
33,577,459

Shareholders' equity:
 
 

 
 

Common stock ($.00006 par value; 2,500,000,000 shares authorized; shares issued and outstanding: 2019 – 75,758,597; 2018 – 75,711,492)
 
5

 
5

Capital surplus
 
1,350,995

 
1,334,030

Retained earnings
 
3,729,778

 
3,369,654

Treasury stock (shares at cost: 2019 – 5,178,999; 2018 – 3,588,560)
 
(329,906
)
 
(198,995
)
Accumulated other comprehensive income (loss)
 
104,923

 
(72,585
)
Total shareholders’ equity
 
4,855,795

 
4,432,109

Non-controlling interests
 
8,124

 
10,936

Total equity
 
4,863,919

 
4,443,045

Total liabilities and equity
 
$
42,172,021

 
$
38,020,504


See accompanying notes to Consolidated Financial Statements.
Consolidated Statements of Changes in Equity
(In thousands)
 
 
 
 
 
 
 
 
 
Accumulated Other Comprehensive Income (Loss)
 
 
 
 
 
 
 
 
Common Stock
 
Capital
Surplus
 
Retained
Earnings
 
Treasury Stock
 
 
Total
Shareholders’
Equity
 
Non-
Controlling
Interests
 
Total Equity
 
 
Shares
 
Amount
 
 
 
Shares
 
Amount
 
 
 
 
Balance, December 31, 2016
 
74,993

 
$
4

 
$
1,006,535

 
$
2,823,334

 
9,656

 
$
(544,052
)
 
$
(10,967
)
 
$
3,274,854

 
$
31,503

 
$
3,306,357

Net income
 
—

 
—

 
—

 
334,644

 
—

 
—

 
—

 
334,644

 
1,041

 
335,685

Other comprehensive loss
 
—

 
—

 
—

 
—

 
—

 
—

 
(18,657
)
 
(18,657
)
 
—

 
(18,657
)
Repurchase of common stock
 
—

 
—

 
—

 
—

 
80

 
(7,403
)
 
—

 
(7,403
)
 
—

 
(7,403
)
Share-based compensation plans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock options exercised
 
100

 
—

 
5,758

 
—

 
—

 
—

 
—

 
5,758

 
—

 
5,758

Non-vested shares awarded, net
 
55

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Vesting of non-vested shares
 
—

 
—

 
—

 
—

 
17

 
(1,390
)
 
—

 
(1,390
)
 
—

 
(1,390
)
Share-based compensation
 
—

 
—

 
23,602

 
—

 
—

 
—

 
—

 
23,602

 
—

 
23,602

Cash dividends on common stock
 
—

 
—

 
—

 
(116,041
)
 
—

 
—

 
—

 
(116,041
)
 
—

 
(116,041
)
Capital calls and distributions, net
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(9,577
)
 
(9,577
)
Reclassification of stranded accumulated other comprehensive loss related to tax reform
 
—

 
—

 
—

 
6,550

 
—

 
—

 
(6,550
)
 
—

 
—

 
—

Balance, December 31, 2017
 
75,148

 
4

 
1,035,895

 
3,048,487

 
9,753

 
(552,845
)
 
(36,174
)
 
3,495,367

 
22,967

 
3,518,334

Transition adjustment of net unrealized gains on equity securities
 
—

 
—

 
—

 
2,709

 
—

 
—

 
(2,709
)
 
—

 
—

 
—

Balance, December 31, 2017, Adjusted
 
75,148

 
4

 
1,035,895

 
3,051,196

 
9,753

 
(552,845
)
 
(38,883
)
 
3,495,367

 
22,967

 
3,518,334

Net income
 
—

 
—

 
—

 
445,646

 
—

 
—

 
—

 
445,646

 
778

 
446,424

Other comprehensive loss
 
—

 
—

 
—

 
—

 
—

 
—

 
(33,702
)
 
(33,702
)
 
—

 
(33,702
)
Repurchase of common stock
 
—

 
—

 
—

 
—

 
616

 
(53,465
)
 
—

 
(53,465
)
 
—

 
(53,465
)
Share-based compensation plans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock options exercised
 
54

 
—

 
2,781

 
—

 
—

 
—

 
—

 
2,781

 
—

 
2,781

Non-vested shares awarded, net
 
109

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Vesting of non-vested shares
 
—

 
—

 
—

 
—

 
31

 
(2,870
)
 
—

 
(2,870
)
 
—

 
(2,870
)
Share-based compensation
 
—

 
—

 
4,229

 
—

 
—

 
—

 
—

 
4,229

 
—

 
4,229

Cash dividends on common stock
 
—

 
—

 
—

 
(127,188
)
 
—

 
—

 
—

 
(127,188
)
 
—

 
(127,188
)
Capital calls and distributions, net
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(12,809
)
 
(12,809
)
Issuance of shares for CoBiz acquisition
 
400

 
1

 
291,125

 
—

 
(6,811
)
 
410,185

 
—

 
701,311

 
—

 
701,311

Balance, December 31, 2018
 
75,711

 
$
5

 
$
1,334,030

 
$
3,369,654

 
3,589

 
$
(198,995
)
 
$
(72,585
)
 
$
4,432,109

 
$
10,936

 
$
4,443,045


78


Consolidated Statements of Changes in Equity
(In thousands)
 
 
 
 
 
 
 
 
 
Accumulated Other Comprehensive Income (Loss)
 
 
 
 
 
 
 
 
Common Stock
 
Capital
Surplus
 
Retained
Earnings
 
Treasury Stock
 
 
Total
Shareholders’
Equity
 
Non-
Controlling
Interests
 
Total Equity
 
 
Shares
 
Amount
 
 
 
Shares
 
Amount
 
 
 
 
Balance, December 31, 2018
 
75,711

 
$
5

 
$
1,334,030

 
$
3,369,654

 
3,589

 
$
(198,995
)
 
$
(72,585
)
 
$
4,432,109

 
$
10,936

 
$
4,443,045

Transition adjustment - Lease obligations and right of use assets
 
—

 
—

 
—

 
2,862

 
—

 
—

 
—

 
2,862

 
—

 
2,862

Balance, January 1, 2019, Adjusted
 
75,711

 
5

 
1,334,030

 
3,372,516

 
3,589

 
(198,995
)
 
(72,585
)
 
4,434,971

 
10,936

 
4,445,907

Net income (loss)
 
—

 
—

 
—

 
500,758

 
—

 
—

 
—

 
500,758

 
(73
)
 
500,685

Other comprehensive income
 
—

 
—

 
—

 
—

 
—

 
—

 
177,508

 
177,508

 
—

 
177,508

Repurchase of common stock
 
—

 
—

 
—

 
—

 
1,572

 
(129,483
)
 
—

 
(129,483
)
 
—

 
(129,483
)
Share-based compensation plans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock options exercised
 
27

 
—

 
1,421

 
—

 
—

 
—

 
—

 
1,421

 
—

 
1,421

Non-vested shares awarded, net
 
21

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Vesting of non-vested shares
 
—

 
—

 
—

 
—

 
18

 
(1,428
)
 
—

 
(1,428
)
 
—

 
(1,428
)
Share-based compensation
 
—

 
—

 
15,544

 
—

 
—

 
—

 
—

 
15,544

 
—

 
15,544

Cash dividends on common stock
 
—

 
—

 
—

 
(143,496
)
 
—

 
—

 
—

 
(143,496
)
 
—

 
(143,496
)
Capital calls and distributions, net
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(2,739
)
 
(2,739
)
Balance, December 31, 2019
 
75,759

 
$
5

 
$
1,350,995

 
$
3,729,778

 
5,179

 
$
(329,906
)
 
$
104,923

 
$
4,855,795

 
$
8,124

 
$
4,863,919


See accompanying notes to Consolidated Financial Statements.

79


Consolidated Statements of Cash Flows
(In thousands)

 
Year Ended
 
 
2019
 
2018
 
2017
Cash Flows From Operating Activities:
 
 
 
 
 
 
Net income
 
$
500,685

 
$
446,424

 
$
335,685

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
 
 
 
 
 
Provision for credit losses
 
44,000

 
8,000

 
(7,000
)
Change in fair value of mortgage servicing rights due to market changes
 
53,517

 
(4,668
)
 
(172
)
Change in fair value of mortgage servicing rights due to principal payments
 
38,979

 
33,528

 
33,527

Net unrealized losses (gains) from derivative contracts
 
(25,936
)
 
4,686

 
3,704

Share-based compensation
 
15,544

 
4,229

 
23,602

Depreciation and amortization
 
95,416

 
60,843

 
54,466

Net amortization of discounts and premiums
 
(16,984
)
 
30,945

 
28,693

Net losses (gains) on financial instruments and other losses (gains), net
 
(583
)
 
9,585

 
(2,828
)
Net gain on mortgage loans held for sale
 
(40,402
)
 
(35,705
)
 
(47,159
)
Mortgage loans originated for sale
 
(3,025,930
)
 
(2,587,297
)
 
(3,286,873
)
Proceeds from sale of mortgage loans held for sale
 
3,035,600

 
2,691,144

 
3,405,890

Capitalized mortgage servicing rights
 
(35,128
)
 
(35,247
)
 
(39,149
)
Change in trading and fair value option securities
 
(483,007
)
 
(1,023,097
)
 
(804,204
)
Change in receivables
 
(740,868
)
 
(38,346
)
 
321,880

Change in other assets
 
18,955

 
27,507

 
(5,506
)
Change in accrued interest, taxes and expense
 
34,894

 
(5,191
)
 
18,191

Change in other liabilities
 
57,569

 
(139,346
)
 
182,184

Net cash provided by (used in) operating activities
 
(473,679
)
 
(552,006
)
 
214,931

 
 
 
 
 
 
 
Cash Flows From Investing Activities:
 
 
 
 
 
 
Proceeds from maturities or redemptions of investment securities
 
60,128

 
124,864

 
112,022

Proceeds from maturities or redemptions of available for sale securities
 
1,841,069

 
1,122,680

 
1,841,217

Purchases of investment securities
 
—

 
(4,468
)
 
(32,972
)
Purchases of available for sale securities
 
(5,245,256
)
 
(1,955,172
)
 
(2,845,557
)
Proceeds from sales of available for sale securities
 
1,211,718

 
745,643

 
1,309,215

Change in amount receivable on unsettled available for sale securities transactions
 
25,410

 
38,347

 
(68,792
)
Loans originated, net of principal collected
 
(44,414
)
 
(1,553,033
)
 
(78,232
)
Net payments on derivative asset contracts
 
33,566

 
(114,417
)
 
479,409

Acquisitions, net of cash acquired
 
—

 
(175,755
)
 
—

Proceeds from disposition of assets
 
178,681

 
308,762

 
274,029

Purchases of assets
 
(384,639
)
 
(345,082
)
 
(250,783
)
Net cash provided by (used in) investing activities
 
(2,323,737
)
 
(1,807,631
)
 
739,556

 
 
 
 
 
 
 
Cash Flows From Financing Activities:
 
 
 
 
 
 
Net change in demand deposits, transaction deposits and savings accounts
 
2,252,936

 
(13,870
)
 
(563,406
)
Net change in time deposits
 
104,288

 
(73,089
)
 
(123,384
)
Net change in other borrowed funds
 
1,110,970

 
1,295,484

 
(10,909
)
Change in amount due on unsettled security purchases
 
(41,651
)
 
(41,319
)
 
144,690

Issuance of common and treasury stock, net
 
(7
)
 
(88
)
 
4,368

Net change in derivative margin accounts
 
(207,122
)
 
85,466

 
(17,726
)
Net payments or proceeds on derivative liability contracts
 
(33,622
)
 
114,076

 
(485,119
)
Repurchase of common stock
 
(129,483
)
 
(53,465
)
 
(7,403
)
Dividends paid
 
(143,496
)
 
(127,188
)
 
(116,041
)
Net cash provided by (used in) financing activities
 
2,912,813

 
1,186,007

 
(1,174,930
)
Net increase (decrease) in cash and cash equivalents
 
115,397

 
(1,173,630
)
 
(220,443
)
Cash and cash equivalents at beginning of period
 
1,143,424

 
2,317,054

 
2,537,497

Cash and cash equivalents at end of period
 
$
1,258,821

 
$
1,143,424

 
$
2,317,054

 
 
 
 
 
 
 
Supplemental Cash Flow Information:
 
 
 
 
 
 
Cash paid for interest
 
$
417,070

 
$
243,121

 
$
127,513

Cash paid for taxes
 
$
87,361

 
$
92,291

 
$
121,697

Net loans and bank premises transferred to repossessed real estate and other assets
 
$
10,665

 
$
9,880

 
$
7,367

Increase in U.S. government guaranteed loans eligible for repurchase
 
$
91,634

 
$
100,238

 
$
148,107

Increase in receivables from conveyance of GNMA OREO
 
$
28,669

 
$
38,216

 
$
40,528

Right-of-use assets obtained in exchange for operating lease liabilities
 
$
62,755

 
$
—

 
$
—


See accompanying notes to Consolidated Financial Statements.

80

Notes to Consolidated Financial Statements

(1) Significant Accounting Policies

Basis of Presentation
 
The Consolidated Financial Statements of BOK Financial Corporation (“BOK Financial” or “the Company”) have been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP"), including interpretations of U.S. GAAP issued by federal banking regulators and general practices of the banking industry. The Consolidated Financial Statements include the accounts of BOK Financial and its subsidiaries, principally BOKF, NA, BOK Financial Securities, Inc., BOK Financial Private Wealth, Inc., BOK Financial Insurance, Inc. and Cavanal Hill Distributors, Inc. All significant intercompany transactions are eliminated in consolidation. 

The Consolidated Financial Statements include the assets, liabilities, non-controlling interests and results of operations of variable interest entities (“VIEs”) when BOK Financial is determined to be the primary beneficiary. Variable interest entities are generally defined as entities that either do not have sufficient equity to finance their activities without support from other parties or whose equity investors lack a controlling financial interest. Determination that the Company is the primary beneficiary considers the power to direct the activities that most significantly impact the variable interest's economic performance and the obligation to absorb losses of the variable interest or the right to receive benefits of the variable interest that could be significant to the variable interest.

Certain prior year amounts have been reclassified to conform to current year presentation.

Nature of Operations

BOK Financial, through its subsidiaries, provides a wide range of financial services to commercial and industrial customers, other financial institutions, municipalities, and consumers. These services include depository and cash management; lending and lease financing; mortgage banking; securities brokerage, trading and underwriting; and personal and corporate trust.

BOKF, NA operates as Bank of Oklahoma primarily in the Tulsa and Oklahoma City metropolitan areas of the state of Oklahoma and Bank of Texas primarily in the Dallas, Fort Worth and Houston metropolitan areas of the state of Texas. In addition, BOKF, NA does business as BOK Financial in the metropolitan areas of Phoenix, Arizona; Northwest Arkansas; Denver, Colorado; Kansas City, Missouri/Kansas; and as Bank of Albuquerque in Albuquerque, New Mexico. BOKF, NA also operates the TransFund electronic funds network, Cavanal Hill Investment Management, and BOK Financial Asset Management, Inc.

Use of Estimates

Preparation of BOK Financial's Consolidated Financial Statements requires management to make estimates of future economic activities, including loan collectability, loss contingencies, prepayments and cash flows from customer accounts. These estimates are based upon current conditions and information available to management. Actual results may differ significantly from these estimates.

Acquisitions
 
Assets and liabilities acquired, including identifiable intangible assets, are recorded at fair value on the acquisition date. The purchase price includes consideration paid at closing and the estimated fair value of contingent consideration that will be paid in the future, subject to achieving defined performance criteria. Premiums and discounts assigned to interest-earning assets and interest-bearing liabilities are amortized over the lives of the acquired assets and liabilities on either an individual instrument or pool basis. Provision for credit losses is recognized for changes in credit quality after the acquisition date. Goodwill is recognized as the excess of the purchase price over the net fair value of assets acquired and liabilities assumed. The Consolidated Statements of Earnings include the results of operations from the acquisition date.


81

Goodwill and Intangible Assets
 
Goodwill and intangible assets generally result from business combinations and are evaluated for each of BOK Financial's reporting units for impairment annually or more frequently if conditions indicate impairment. The evaluation of possible impairment of goodwill and intangible assets involves significant judgment based upon short-term and long-term projections of future performance.

Reporting units are defined by the Company as significant lines of business within each operating segment. This definition is consistent with the manner in which the chief operating decision maker assesses the performance of the Company and makes decisions concerning the allocation of resources. The Company qualitatively assesses whether it is more likely than not that the fair value of the reporting units are less than their carrying value, including goodwill. Reporting unit carrying value includes sufficient capital to exceed regulatory requirements. This assessment includes consideration of relevant events and circumstances including but not limited to macroeconomic conditions, industry and market conditions, the financial and stock performance of the Company and other relevant factors.

If the Company concludes based on the qualitative assessment that goodwill may be impaired, a quantitative one-step impairment test will be applied to goodwill at all reporting units. The quantitative analysis compares the fair value of the reporting unit with its carrying value, including goodwill. The fair value of each reporting unit is estimated by the discounted future earnings method. Goodwill is considered impaired if the fair value of the reporting unit is less than the carrying value of the reporting unit, including goodwill.

Intangible assets are generally composed of customer relationships, naming rights, non-compete agreements and core deposit premiums. They are amortized using accelerated or straight-line methods, as appropriate, over the estimated benefit periods. These periods range from 3 years to 20 years. The net book values of identifiable intangible assets are evaluated for impairment when economic conditions indicate impairment may exist.
 
Cash Equivalents
 
Due from banks, funds sold (generally federal funds sold for one day), resell agreements (which generally mature within one day to 30 days) and investments in money market funds are considered cash equivalents.

Securities
 
Securities are identified as trading, investment (held to maturity) or available for sale at the time of purchase based upon the intent of management, liquidity and capital requirements, regulatory limitations and other relevant factors. Trading securities, which are acquired for profit through resale, are carried at fair value with unrealized gains and losses included in current period earnings. Investment securities are carried at amortized cost. Amortization is computed by methods that approximate level yield and is adjusted for changes in prepayment estimates. Securities identified as available for sale are carried at fair value. Unrealized gains and losses are recorded, net of deferred income taxes, as accumulated other comprehensive income in shareholders' equity. Available for sale securities are separately identified as pledged to creditors if the creditor has the right to sell or re-pledge the collateral.

The purchase or sale of securities is recognized on a trade date basis. Realized gains and losses on sales of securities are based upon specific identification of the security sold. A receivable or payable is recognized for subsequent transaction settlement.
 
On a quarterly basis, the Company performs separate evaluations of impaired debt investment and available for sale securities to determine if the decline in fair value below the amortized cost is other-than-temporary.

Management determines whether it intends to sell or if it is more likely than not that it will be required to sell impaired securities. This determination considers current and forecasted liquidity requirements and securities portfolio management. If the Company intends to sell or it is more likely than not that it will be required to sell the impaired debt security, a charge is recognized against earnings for the entire unrealized loss. For all impaired debt securities for which there is no intent or expected requirement to sell, the evaluation considers all available evidence to assess whether it is more likely than not that all amounts due would not be collected according to the security's contractual terms. Impairment of debt securities rated investment grade by nationally-recognized rating agencies is considered temporary unless specific contrary information is identified. Impairment of debt securities rated below investment grade by at least one of the nationally recognized rating agencies is evaluated based on projections of estimated cash flows. Any expected credit loss due to the inability to collect all amounts due according to the security's contractual terms is recognized as a charge against earnings. Any remaining unrealized loss related to other factors would be recognized in other comprehensive income, net of taxes.

82


BOK Financial may elect to carry certain securities that are not held for trading purposes at fair value with changes in fair value recognized in current period income. These securities are held with the intent that gains or losses will offset changes in the fair value of mortgage servicing rights or other financial instruments.

Restricted equity securities represent equity interests the Company is required to hold in the Federal Reserve Banks and Federal Home Loan Banks. Restricted equity securities are carried at cost as these securities do not have a readily determined fair value because ownership of these shares is restricted and they lack a market.

The fair value of our securities portfolio is generally based on a single price for each financial instrument provided to us by a third-party pricing service determined by one or more of the following:

•
Quoted prices for similar, but not identical, assets or liabilities in active markets;
•
Quoted prices for identical or similar assets or liabilities in inactive markets;
•
Inputs other than quoted prices that are observable, such as interest rate and yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates; and
•
Other inputs derived from or corroborated by observable market inputs.

The underlying methods used by the third-party pricing services are considered in determining the primary inputs used to determine fair values. We evaluate the methodologies employed by the third-party pricing services by comparing the price provided by the pricing service with other sources, including brokers' quotes, sales or purchases of similar instruments and discounted cash flows to establish a basis for reliance on the pricing service values. Significant differences between the pricing service provided value and other sources are discussed with the pricing service to understand the basis for their values. Based on all observable inputs, management may adjust prices obtained from third-party pricing services to more appropriately reflect the prices that would be received to sell assets or paid to transfer liabilities in orderly transactions in the current market.

Derivative Instruments
 
Derivative instruments may be used by the Company as part of its internal risk management programs or may be offered to customers. All derivative instruments are carried at fair value and changes in fair value are generally reported in income as they occur. The determination of fair value of derivative instruments considers changes in interest rates, commodity prices and foreign exchange rates. Fair values for exchange-traded contracts are based on quoted prices in an active market for identical instruments. Fair values for over-the-counter contracts are generated internally using third-party valuation models. Inputs used in third-party valuation models to determine fair values are considered significant other observable inputs. Credit risk is also considered in determining fair value. Deterioration in the credit rating of customers or other counterparties reduces the fair value of asset contracts. Deterioration of our credit rating could decrease the fair value of our derivative liabilities. 

When bilateral netting agreements or similar agreements exist between the Company and its counterparties that create a single legal claim or obligation to pay or receive the net amount in settlement of the individual derivative contracts, the Company reports derivative assets and liabilities on a net by derivative contract by counterparty basis.

Derivative contracts may also require the Company to provide or receive cash margin as collateral for derivative assets and liabilities. Derivative assets and liabilities are reported net of cash margin when certain conditions are met. In addition, derivative contracts executed with customers under Customer Risk Management Programs may be secured by non-cash collateral in conjunction with a credit agreement with that customer. Access to collateral in the event of default is reasonably assured.

BOK Financial may use derivative instruments in managing its interest rate sensitivity, as part of its economic hedge of the changes in the fair value of mortgage servicing rights and to mitigate the market risk of holding trading securities. Changes in the fair value of derivative instruments used in managing interest rate sensitivity and as part of its economic hedge of changes in the fair value of mortgage servicing rights are included in Other Operating Revenue - Gain (loss) on derivatives, net in the Consolidated Statements of Earnings. Changes in the fair value of derivative instruments used to mitigate the market risk of holding trading securities are included in Operating Revenue - Brokerage and trading revenue.

BOK Financial also enters into mortgage loan commitments that are considered derivative contracts. Forward sales contracts that have not been designated as hedging instruments are used to economically hedge these mortgage loan commitments as well as mortgage loans held for sale. Mortgage loan commitments, forward sales contracts, and residential mortgage loans held for sale are carried at fair value. Changes in the fair value are reported in Other Operating Revenue - Mortgage banking revenue.

83


BOK Financial offers programs that permit its customers to manage various risks, including fluctuations in energy, cattle and other agricultural products, interest rates and foreign exchange rates with derivative contracts. Customers may also manage interest rate risk through interest rate swaps used by the borrower to modify interest rate terms of their loans or to-be-announced securities used by our mortgage banking customers to hedge their loan production. Derivative contracts are executed between the customers and BOK Financial. Offsetting contracts are executed between BOK Financial and other selected counterparties to minimize market risk from changes in commodity prices, interest rates or foreign exchange rates. The counterparty contracts are identical to customer contracts, except for a fixed pricing spread or fee paid to BOK Financial as profit and compensation for administrative costs and credit risk which is recognized over the life of the contracts and included in other Operating Revenue - Brokerage and trading revenue in the Consolidated Statements of Earnings.

Loans
 
Loans are either secured or unsecured based on the type of loan and the financial condition of the borrower. Repayment is generally expected from cash flow or proceeds from the sale of selected assets of the borrower. BOK Financial is exposed to risk of loss on loans due to the borrower's financial difficulties, which may arise from any number of factors, including problems within the respective industry or local economic conditions. Access to collateral, in the event of borrower default, is reasonably assured through adherence to applicable lending laws and through sound lending standards and credit review procedures. Accounting policies for all loans, excluding residential mortgage loans guaranteed by U.S. government agencies, are as follows.

Interest is accrued at the applicable interest rate on the outstanding principal amount. Loans are placed on nonaccruing status when, in the opinion of management, full collection of principal or interest is uncertain. Internally risk graded loans are individually evaluated for nonaccruing status quarterly. Non-risk graded loans are generally placed on nonaccruing status when 90 days or more past due or within 60 days of being notified of the borrower's bankruptcy filing. Interest previously accrued but not collected is charged against interest income when the loan is placed on nonaccruing status. Payments received on nonaccruing loans are applied to principal or recognized as interest income, according to management's judgment as to the collectability of principal. Loans may be returned to accruing status when, in the opinion of management, full collection of principal and interest, including principal previously charged off, is probable based on improvements in the borrower's financial condition or a sustained period of performance.

For loans acquired with no evidence of credit deterioration, discounts are accreted on either an individual basis for loans with unique characteristics or on a pool basis for groups of homogeneous loans.  Accretion is discontinued when a loan with an individually attributed discount is placed on nonaccruing status.

Loans to borrowers experiencing financial difficulties may be modified in troubled debt restructurings ("TDRs"). All TDRs are generally classified as nonaccruing, excluding loans guaranteed by U.S. government agencies. Modifications generally consist of extension of payment terms or interest rate concessions and may result either voluntarily through negotiations with the borrower or involuntarily through court order. Generally, principal and accrued but unpaid interest is not voluntarily forgiven.

Performing loans may be renewed under the then current collateral, debt service ratio and other underwriting standards. Nonaccruing loans may also be renewed and will remain classified as nonaccruing.

Occasionally, loans, other than residential mortgage loans, may be held for sale in order to manage credit concentration. These loans are carried at the lower of cost or fair value with gains or losses recognized in gain (loss) on assets.

All loans are charged-off when the loan balance or a portion of the loan balance is no longer supported by the paying capacity of the borrower or when the required cash flow is reduced in a TDR. The charge-off amount is determined through an evaluation of available cash resources and collateral value. Internally risk graded loans are evaluated quarterly and charge-offs are taken in the quarter in which the loss is identified. Non-risk graded loans that are past due between 60 days and 180 days, based on the loan product type, are charged off. Loans to borrowers whose personal obligation has been discharged through Chapter 7 bankruptcy proceedings are charged off within 60 days of notice of the bankruptcy filing, regardless of payment status.

Loan origination and commitment fees and direct loan acquisition and origination costs are deferred and amortized as an adjustment to yield over the life of the loan or over the commitment period, as applicable. Amortization does not anticipate loan prepayments. Net unamortized fees are recognized in full at time of payoff.


84

Qualifying residential mortgage loans guaranteed by U.S. government agencies have been sold into GNMA pools. Under certain performance conditions specified in government programs, the Company has the right, but not the obligation to repurchase loans from GNMA pools. These loans no longer qualify for sale accounting and are recognized in the Consolidated Balance Sheets. Guaranteed loans are considered to be impaired because we do not expect to receive all principal and interest based on the loan's contractual terms. A portion of the principal balance continues to be guaranteed; however, interest accrues at a curtailed rate as specified in the programs. The carrying value of these loans is reduced based on an estimate of expected cash flows discounted at the original note rate plus a liquidity spread. Guaranteed loans may be modified in TDRs in accordance with U.S. government agency guidelines. Interest continues to accrue at the modified rate. Guaranteed loans may either be resold into GNMA pools after a performance period specified by the programs or foreclosed and conveyed to the guarantors.

Loans are disaggregated into portfolio segments and further disaggregated into classes. The portfolio segment is the level at which the Company develops and documents a systematic method for determining its Allowance for Credit Losses. Classes are based on the risk characteristics of the loans and the Company's method for monitoring and assessing credit risk.

Allowance for Loan Losses and Accrual for Off-Balance Sheet Credit Risk

The appropriateness of the allowance for loan losses and accrual for off-balance sheet credit risk (collectively "Allowance for Credit Losses") is assessed by management based on an ongoing quarterly evaluation of the probable estimated losses inherent in the portfolio, including probable losses on both outstanding loans and unused commitments to provide financing. A consistent well-documented methodology has been developed and is applied by an independent Credit Administration department to assure consistency across the Company.

The allowance for loan losses consists of specific allowances attributed to impaired loans that have not yet been charged down to amounts we expect to recover, general allowances based on estimated loss rates by loan class and nonspecific allowances based on factors that affect more than one portfolio segment. There were no changes to the methodology for estimating general allowances during 2019 or 2018. 

Loans are considered to be impaired when it becomes probable that BOK Financial will be unable to collect all amounts due according to the contractual terms of the loan agreements. Internally risk graded loans are evaluated individually for impairment. Substantially all commercial and commercial real estate loans and certain residential mortgage and personal loans are risk graded based on a quarterly evaluation of the borrowers' ability to repay. Certain commercial loans and most residential mortgage and personal loans are small balance, homogeneous pools of loans that are not risk graded. Non-risk graded loans are identified as impaired based on performance status. Generally, non-risk graded loans 90 days or more past due, modified in a troubled debt restructuring or in bankruptcy are considered to be impaired.

Specific allowances for impaired loans are measured by an evaluation of estimated future cash flows discounted at the loan's initial effective interest rate or the fair value of collateral for certain collateral dependent loans. The fair value of real property held as collateral is generally based on third party appraisals that conform to Uniform Standards of Professional Appraisal Practice, less estimated selling costs. Appraised values are on an “as-is” basis and generally are not adjusted by the Company. Updated appraisals are obtained at least annually or more frequently if market conditions indicate collateral values may have declined. Collateral value of mineral rights is generally determined by our internal staff of engineers based on projected cash flows from proven oil and gas reserves under existing economic and operating conditions. The value of other collateral is generally determined by our special assets staff based on projected liquidation cash flows under current market conditions. Collateral values and available cash resources that support impaired loans are evaluated quarterly. Historical statistics may be used as a practical way to estimate impairment in limited situations, such as when a collateral dependent loan is identified as impaired at the end of a reporting period until an appraisal of collateral value is received or a full assessment of future cash flows is completed. Estimates of future cash flows and collateral values require significant judgments and may be volatile.


85

General allowances for unimpaired loans are based on an estimated loss rate by loan class. The appropriate historical gross loss rate for each loan class is determined by the greater of the current loss rate based on the most recent twelve months or average loss rate over the long-term credit cycle. Recoveries are not directly considered in the estimation of historical loss rates. Recoveries generally do not follow predictable patterns and are not received until well-after the charge-off date as a result of protracted legal actions. For risk graded loans, historical gross loss rates are adjusted for changes in risk grading. For each loan class, the current weighted average risk grade is compared to the long-term weighted average risk grade. This comparison determines whether credit risk in each loan class is increasing or decreasing. Historical loss rates are adjusted upward or downward in proportion to changes in average risk grading. General allowances for unimpaired loans also consider inherent risks identified for each loan class. Inherent risks consider loss rates that most appropriately represent the current credit cycle and other factors attributable to a specific loan class which have not yet been represented in the historical gross loss rates or risk grading. These factors include changes in commodity prices or engineering imprecision which may affect the value of reserves that secure our energy loan portfolio, construction risk that may affect commercial real estate loans, changes in regulations and public policy that may disproportionately impact health care loans and changes in loan products.

Nonspecific allowances are maintained for risks beyond factors specific to a particular portfolio segment or loan class. These factors include trends in the economy in our primary lending areas, concentration in large-balance loans and other relevant factors. 

An accrual for off-balance sheet credit risk is included in Other liabilities in the Consolidated Balance Sheets. The appropriateness of the accrual is determined in the same manner as the allowance for loan losses. 

A provision for credit losses is charged against or credited to earnings in amounts necessary to maintain an appropriate Allowance for Credit Losses. Recoveries of loans previously charged off are added to the allowance when received.

Real Estate and Other Repossessed Assets
 
Real estate and other repossessed assets are acquired in partial or total forgiveness of loans. These assets are initially recognized at cost, which is determined by fair value at date of foreclosure less estimated disposal costs. They are subsequently carried at the lower of cost or current fair value less estimated disposal costs. Decreases in fair value below cost are recognized as asset-specific valuation allowances which may be reversed when supported by future increases in fair value. Subsequent increases in fair value may be used to reduce the allowance but not below zero.

Fair values of real estate are based on “as is” appraisals which are updated at least annually or more frequently for certain asset types or assets located in certain distressed markets. Fair values based on appraisals are generally considered to be based on significant other observable inputs. The Company also considers decreases in listing price and other relevant information in quarterly evaluations and reduces the carrying value of real estate and other repossessed assets when necessary. Fair values based on list prices and other relevant information are generally considered to be based on significant unobservable inputs. Additional costs incurred to complete real estate and other repossessed assets may increase the carrying value, up to current fair value based on “as completed” appraisals. The fair value of mineral rights included in repossessed assets are generally determined by our internal staff of engineers based on projected cash flows from proven oil and gas reserves under existing economic and operating conditions. The value of other repossessed assets is generally determined by our special assets staff based on projected liquidation cash flows under current market conditions.

Income generated by these assets is recognized as received. Operating expenses are recognized as incurred. Gains or losses on sales of real estate and other repossessed assets are based on the cash proceeds received less the cost basis of the asset, net of any valuation allowances. The estimated disposal costs of real estate and other repossessed assets are evaluated by the Company on an annual basis based on actual results.

Transfers of Financial Assets
 
BOK Financial regularly transfers financial assets as part of its mortgage banking activities and periodically may transfer other financial assets. Transfers are recorded as sales when the criteria for surrender of control are met.

The Company has elected to carry certain residential mortgage loans held for sale at fair value under the fair value option. Changes in fair value are recognized in net income as they occur. These loans are reported separately in the Consolidated Balance Sheets and changes in fair value are recorded in Other Operating Revenue - Mortgage banking revenue in the Consolidated Statements of Earnings.


86

Fair value of conforming residential mortgage loans that will be sold to U.S. government agencies is based on sales commitments or market quotes considered Level 2 inputs. Fair value of mortgage loans that are unable to be sold to U.S. government agencies is based on Level 3 inputs using quoted prices of loans that are sold in securitization transactions with a liquidity discount applied. The fair value is corroborated with an independent third party on at least an annual basis.

BOK Financial retains a repurchase obligation under underwriting representations and warranties related to residential mortgage loans transferred and generally retains the right to service the loans. These are not credit obligations. The Company may incur a recourse obligation in limited circumstances. Separate accruals are recognized in Other liabilities in the Consolidated Balance Sheets for repurchase and recourse obligations. These reserves reflect the estimated amount of probable loss the Company will incur as a result of repurchasing a loan, indemnifications, and other settlement resolutions.

Repurchases of loans with an origination defect that are also credit impaired are considered collateral dependent and are initially recognized at net realizable value (appraised value less the cost to sell). The difference between unpaid principal balance and net realizable value is not accreted. Repurchases of loans with an origination defect that are not credit impaired are carried at fair value as of the repurchase date. Interest income continues to accrue on these loans and the discount is accreted over the estimated life of the loan.

The Company may also choose to purchase GNMA loans once certain mandated delinquency criteria are met. The loans that are eligible and are chosen to be repurchased are initially recognized at fair value based on expected cash flow discounted using the average agency guaranteed debenture rates, average actual principal loss rates and liquidity premium.

Mortgage Servicing Rights
 
Mortgage servicing rights may be purchased or may be recognized when mortgage loans are originated and sold with servicing rights retained. All mortgage servicing rights are carried at fair value. Changes in the fair value are recognized in earnings as they occur.

Mortgage servicing rights are not traded in active markets. A cash flow model is used to determine fair value. Key assumptions and estimates, including projected prepayment speeds and assumed servicing costs, earnings on escrow deposits, ancillary income and discount rates, used by this model are based on current market sources. Assumptions used to value mortgage servicing rights are considered significant unobservable inputs. A separate third-party model is used to estimate prepayment speeds based on interest rates, housing turnover rates, estimated loan curtailment, anticipated defaults and other relevant factors. The prepayment model is updated daily for changes in market conditions and adjusted to better correlate with actual performance of BOK Financial's servicing portfolio. Fair value estimates from outside sources are received at least annually to corroborate the results of the valuation model.

Premises and Equipment
 
Premises and equipment are carried at cost, including capitalized interest when appropriate, less accumulated depreciation and amortization. Depreciation and amortization are computed on a straight-line basis over the estimated useful lives of the assets or, for leasehold improvements, over the shorter of the estimated useful lives or remaining lease terms. Useful lives range from 5 years to 40 years for buildings and improvements, 3 years to 10 years for software and related implementation costs, and 3 years to 10 years for furniture and equipment. Construction in progress represents facilities construction and data processing systems projects underway that have not yet been placed into service. Depreciation and amortization begin once the assets are placed into service.

Repair and maintenance costs, including software maintenance and enhancement costs, are charged to expense as incurred. Software licensing costs are generally charged to expense as incurred. Software licensing costs are capitalized if the contractual right to take possession of the software exists and it is feasible to take possession without significant penalty. Capitalized costs are amortized over the shorter of the estimated useful life of the software or remaining contractual life of the license.

Premises no longer used by the Company are transferred to real estate and other repossessed assets. The transferred amount is the lower of cost less accumulated depreciation or fair value less estimated disposal costs as of the transfer date.


87

Premises and equipment includes rights to use leased facilities and equipment. Right of use assets are initially measured by the present value of future rent payments over lease terms, adjusted for rent concessions. Rent payments exclude both payments made for non-lease components such as services and variable lease payments other than payments dependent on an index at lease commencement. Lease term includes options reasonably certain to be exercised. The right of use assets and lease liabilities are amortized to achieve straight-line expense over the lease term. Upon lease modification, the right of use asset and liability are reassessed and remeasured. Right of use assets are evaluated for impairment when facts and circumstances change that indicate an impairment may be necessary. Leases less than twelve months are excluded from capitalization.

Ongoing technology projects of significant size or length are reviewed at least annually for impairment. Accumulated costs are reviewed for projects or components of projects that do not support the value of the asset being developed. Findings of obsolescence, duplicate effort or other conditions that do not support the recorded value are impaired, with the cost of the impaired components being charged to current-year earnings.

Federal and State Income Taxes
 
BOK Financial and its subsidiaries file consolidated tax returns. The subsidiaries provide for income taxes on a separate return basis and remit to BOK Financial amounts determined to be currently payable. BOK Financial is an agent for its subsidiaries under the Company's tax sharing agreements and has no ownership rights to any refunds received for the benefit of its subsidiaries.

Current income tax expense or benefit is based on an evaluation that considers estimated taxable income, tax credits, and statutory federal and state income tax rates. The amount of current income tax expense or benefit recognized in any period may differ from amounts reported to taxing authorities. Annually, tax returns are filed with each jurisdiction where the Company conducts business and recognized current income tax expense or benefit is adjusted to the filed tax returns.

Deferred tax assets and liabilities are based upon the temporary differences between the values of assets and liabilities as recognized in the financial statements and their related tax basis using enacted tax rates in effect for the year in which the differences are expected to be recovered or settled. The effect of changes in statutory tax rates on the measurement of deferred tax assets and liabilities is recognized through income tax expense in the period the change is enacted. A valuation allowance is provided when it is more likely than not that some portion of the entire deferred tax asset may not be realized.

BOK Financial has unrecognized tax benefits, which are included in accrued current income taxes payable, for the uncertain portion of recorded tax benefits and related interest. These uncertainties result from the application of complex tax laws, rules, regulations and interpretations, primarily in state taxing jurisdictions. Unrecognized tax benefits are assessed quarterly and may be adjusted through current income tax expense in future periods based on changing facts and circumstances, completion of examinations by taxing authorities or expiration of a statute of limitations. Estimated penalties and interest on uncertain tax positions are recognized in income tax expense.

Employee Benefit Plans
 
BOK Financial sponsors a defined contribution plan (“Thrift Plan”) and a defined benefit cash balance pension plan (“Pension Plan”). Employer contributions to the Thrift Plan, which matches employee contributions subject to percentage and years of service limits, are expensed when incurred. Pension Plan costs, which are based upon actuarial computations of current costs, are expensed annually. Pension Plan benefits were curtailed as of April 1, 2006. No participants may be added to the Pension Plan and no additional service benefits will be accrued. BOK Financial recognizes the funded status of its employee benefit plans. Adjustments required to recognize the Pension Plan's net funded status are made through accumulated other comprehensive income, net of deferred income taxes.

Share-Based Compensation Plans
 
BOK Financial awards stock options and non-vested common shares as compensation to certain officers. The grant date fair value of stock options is based on the Black-Scholes option pricing model. Stock options generally have graded vesting over 7 years. Each tranche is considered a separate award for valuation and compensation cost recognition. Grant date fair value of non-vested shares is based on the then-current market value of BOK Financial common stock. Non-vested shares generally cliff vest in 3 years and are subject to a holding period after vesting of 2 years.


88

Compensation cost is initially based on the grant date fair value of the award and recognized as expense over the service period, which is generally the vesting period. Expense is reduced for estimated forfeitures over the vesting period and adjusted for actual forfeitures as they occur. Share-based compensation awarded to certain officers has performance conditions that affect the number of awards granted. Compensation cost is adjusted based on the probable outcome of the performance conditions. 

Restricted stock units ("RSUs") may also be awarded for certain executives who have elected to defer income recognition upon vesting of their awards. RSUs are subject to the same vesting criteria as non-vested shares. The value of the awards will vary in amounts equal to changes in the fair value of an equal number of BOKF Financial common shares.

Tax effects of share-based payments are recognized through tax expense. Dividends on non-vested shares are charged to retained earnings. Dividend equivalents on RSU's are charged to expense.

Other Operating Revenue
 
Fees and commissions revenue is generated through the sales of products, consisting primarily of financial instruments, and the performance of services for customers under contractual obligations. Revenue from providing services for customers is recognized at the time services are provided in an amount that reflects the consideration we expect to be entitled to for those services. Revenue is recognized based on the application of five steps:
•
Identify the contract with a customer
•
Identify the performance obligations in the contract
•
Determine the transaction price
•
Allocate the transaction price to the performance obligations in the contract
•
Recognize revenue when (or as) the Company satisfies a performance obligation

For contracts with multiple performance obligations, individual performance obligations are accounted for separately if the customer can benefit from the good or service on its own or with other resources readily available to the customer and the promise to transfer goods and services to the customer is separately identifiable in the contract. The transaction price is allocated to the performance obligations based on relative standalone selling prices.

Revenue is recognized on a gross basis whenever we have primary responsibility and risk in providing the services or products to our customers and have discretion in establishing the price for the services or products. Revenue is recognized on a net basis whenever we act as an agent for products or services of others.

Brokerage and trading revenue includes revenues from trading, customer hedging, retail brokerage, investment banking and insurance brokerage. Trading revenue includes net realized and unrealized gains primarily related to sales of securities to institutional customers and related derivative contracts. Customer hedging revenue includes realized and unrealized changes in the fair value of derivative contracts held for customer risk management programs including credit valuation adjustments, as necessary. We offer commodity, interest rate, foreign exchange and equity derivatives to our customers. These customer contracts are offset with contracts with selected counterparties and exchanges to minimize changes in market risk from changes in commodity prices, interest rates or foreign exchange rates. Retail brokerage revenue represents fees and commissions earned on sales of fixed income securities, annuities, mutual funds and other financial instruments to retail customers. Investment banking revenue includes fees earned upon completion of underwriting and financial advisory services. Investment banking revenue also includes fees earned in conjunction with loan syndications. Insurance brokerage revenues represent fees and commissions earned on placement of insurance products with carriers for property and casualty and health coverage.

Transaction card revenue includes merchant discount fees and electronic funds transfer network fees, net of interchange fees paid to card issuers and assessments paid to card networks. Merchant discount fees represent fees paid by customers for account management and electronic processing of card transactions. Merchant discount fees are recognized at the time the customer’s transactions are processed or other services are performed. The Company also maintains the TransFund electronic funds transfer network for the benefit of its members, which includes BOKF, NA. Electronic funds transfer fees are recognized as electronic transactions are processed on behalf of its members. 
 
Fiduciary and asset management revenue includes fees from asset management, custody, recordkeeping, investment advisory and administration services. Revenue is recognized on an accrual basis at the time the services are performed and may be based on either the fair value of the account or the service provided.
 

89

Deposit service charges and fees include commercial account service charges, overdraft fees, check card fee revenue and automated service charge and other deposit service fees. Fees are recognized at least quarterly in accordance with published deposit account agreements and disclosure statements for retail accounts or contractual agreements for commercial accounts. Item charges for overdraft or non-sufficient funds items are recognized as items are presented for payment. Account balance charges and activity fees are accrued monthly and collected in arrears. Commercial account activity fees may be offset by an earnings credit based on account balances. Check card fees represent interchange fees paid by a merchant bank for transactions processed from cards issued by the Company. Check card fees are recognized when transactions are processed.  

Mortgage banking revenue includes revenues recognized in conjunction with the origination, marketing and servicing of conventional and government-sponsored residential mortgage loans. Mortgage production revenue includes net realized gains (losses) on sales of residential mortgage loans in the secondary market and the net change in unrealized gains (losses) on residential mortgage loans held for sale. Mortgage production revenue also includes changes in the fair value of derivative contracts not designated as hedging instruments related to residential mortgage loan commitments and forward sales contracts. Mortgage servicing revenue includes servicing fee income and late charges on loans serviced for others.

Newly Adopted and Pending Accounting Pronouncements

The following is a summary of newly adopted and pending accounting pronouncements that may have a more than insignificant effect on the Company's financial statements.

Financial Accounting Standards Board ("FASB")

FASB Accounting Standards Update No. 2016-02, Leases (Topic 842) ("ASU 2016-02")

On February 25, 2016, the FASB issued ASU 2016-02 to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Lessees are required to recognize an obligation for future lease payments measured on a discounted basis and a right-of-use asset. The Company adopted the new standard January 1, 2019 through a cumulative effect adjustment to retained earnings. Prior periods were not restated. BOKF elected to apply all practical expedients other than the lessee's practical expedient to combine lease and non-lease components which would further gross up lease liability and the related right-of-use asset. The implementation of ASU 2016-02 increased the reported right-of-use asset and lease liability by $137 million. The effect on retained earnings was immaterial.

FASB Accounting Standards Update No. 2019-01, Leases (Topic 842): Codification Improvements ("ASU 2019-01")

On March 5, 2019, the FASB issued ASU 2019-01 which amends certain aspects of leasing standard ASU 2016-02. ASU 2019-01 provides guidance for determining fair value of the underlying asset by lessors that are not manufacturers or dealers. The ASU also requires depository and lending lessors within the scope of ASC 942 to classify principal payments received from sales-type and direct financing leases within "investing activities" on the statement of cash flows. For the two issues above, the ASU is effective for the Company for fiscal years beginning after December 15, 2019, and interim periods therein; however, early adoption is permitted. Additionally, ASU 2019-01 also clarifies interim disclosure requirements during transition and is effective with the original transition requirements in Topic 842. Adoption of ASU 2019-01 is not expected to have a material impact on the Company's financial statements.

FASB Accounting Standards Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Assets Measured at Amortized Cost ("ASU 2016-13")

On June 16, 2016, the FASB issued ASU 2016-13 to provide more timely recording of credit losses on loans and other financial assets measured at amortized cost, effective for the Company's annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years.


90

The Company has established a CECL implementation team to evaluate the impact to the Company’s financial statements. The CECL implementation team, overseen by the Chief Credit Officer, Chief Financial Officer and Chief Risk Officer, has developed a project plan that incorporates input from various departments within the bank including Credit, Financial Reporting, Risk and Information Technology among others. The Audit and Credit Committees of the Board of Directors are periodically updated on project progress. The implementation team has completed the design of internal controls over the expected credit losses estimate and is formalizing control procedures, governance, and approval processes. This includes finalizing model validation, refinement of model assumptions and qualitative framework, and drafting policies, reporting, and disclosures. The Company adopted the standard on January 1, 2020 through a cumulative-effect adjustment to retained earnings.

FASB Accounting Standards Update No. 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments ("ASU 2019-04")

On April 25, 2019, the FASB issued ASU 2019-04 which clarifies certain aspects of the accounting for credit losses, hedging activities, and financial instruments addressed by ASUs 2016-13, 2017-12, and 2016-01, respectively. Significant amendments made to the provisions of ASU 2016-13 by ASU 2019-04 include providing certain alternatives for the measurement of the allowance for credit losses on accrued interest receivable and clarifying steps entities should take when recording the transfer of loans or debt securities between measurement classification or categories. ASU 2019-04 further clarifies the expectation that entities include recoveries of financial assets in the calculation of the current expected credit losses allowance for both pools of financial assets and individual financial assets. Significant amendments made to the provisions of ASU 2017-12 by ASU 2019-04 include clarification on partial-term fair value hedges of interest rate risk, amortization of fair value hedge basis adjustments and disclosure of fair value hedge basis adjustments. Significant amendments made to provisions of ASU 2016-01 include clarification of the measurement alternative practice for equity securities and remeasurement of equity securities at historical exchange rates. ASU 2019-04 includes other amendments which clarify various provisions within the codification. ASU 2019-04 is effective for the Company for fiscal years beginning after December 15, 2019 and interim periods therein. Adoption of ASU 2019-04 is not expected to have a material impact on the Company's financial statements.

FASB Accounting Standards Update No. 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief ("ASU 2019-05")

On May 15, 2019, the FASB issued ASU 2019-05 which provides transition relief for entities adopting the Board's credit losses standard, ASU 2016-13. ASU 2019-05 amends ASU 2016-13 to allow companies to irrevocably elect, upon adoption of ASU 2016-13, the fair value option for financial instruments that meet specific requirements and is effective for the Company for annual reporting periods beginning after December 15, 2019. Adoption of ASU 2019-05 is not expected to have a material impact on the Company's financial statements.

FASB Accounting Standards Update No. 2019-11, Codification Improvements to Topic 326: Financial Instruments-Credit Losses ("ASU 2019-11")

On November 27, 2019, the FASB issued ASU 2019-11 which revises certain aspects of new guidance on credit losses. Topics addressed include purchased credit-deteriorated assets, transition relief for troubled debt restructurings, disclosure relief for accrued interest receivable, and financial assets secured by collateral maintenance provisions. ASU 2019-11 is effective for the Company for annual reporting periods beginning after December 15, 2019. Adoption of ASU 2019-11 is not expected to have a material impact on the Company's financial statements.

FASB Accounting Standards Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12")

On December 18, 2019, the FASB issued ASU 2019-12 which removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 is effective for the Company for annual reporting periods beginning after December 15, 2020, and interim periods within. Adoption of ASU 2019-12 is not expected to have a material impact on the Company's financial statements.


91

(2) Securities
Trading Securities
 
The fair value and net unrealized gain (loss) included in trading securities is as follows (in thousands):
 
 
 
December 31, 2019
 
December 31, 2018
 
 
Fair Value
 
Net Unrealized Gain (Loss)
 
Fair Value
 
Net Unrealized Gain (Loss)
U.S. government agency debentures
 
$
44,264

 
$
6

 
$
63,765

 
$
254

Residential agency mortgage-backed securities
 
1,504,651

 
2,293

 
1,791,584

 
9,966

Municipal and other tax-exempt securities
 
26,196

 
60

 
34,507

 
(1
)
Asset-backed securities
 
14,084

 
(21
)
 
42,656

 
685

Other debt securities
 
34,726

 
21

 
24,411

 
65

Total trading securities
 
$
1,623,921

 
$
2,359

 
$
1,956,923

 
$
10,969


Investment Securities
 
The amortized cost and fair values of investment securities are as follows (in thousands):

 
 
December 31, 2019
 
 
Amortized
 
Fair
 
Gross Unrealized
 
 
Cost
 
Value
 
Gain
 
Loss
Municipal and other tax-exempt securities
 
$
93,653

 
$
96,897

 
$
3,250

 
$
(6
)
Residential agency mortgage-backed securities
 
10,676

 
11,164

 
488

 
—

Other debt securities
 
189,089

 
206,341

 
17,547

 
(295
)
Total investment securities
 
$
293,418

 
$
314,402

 
$
21,285

 
$
(301
)

 
 
December 31, 2018
 
 
Amortized
 
Fair
 
Gross Unrealized
 
 
Cost
 
Value
 
Gain
 
Loss
Municipal and other tax-exempt securities
 
$
137,296

 
$
138,562

 
$
1,858

 
$
(592
)
Residential agency mortgage-backed securities
 
12,612

 
12,770

 
293

 
(135
)
Other debt securities
 
205,279

 
215,966

 
12,257

 
(1,570
)
Total investment securities
 
$
355,187

 
$
367,298

 
$
14,408

 
$
(2,297
)



92

The amortized cost and fair values of investment securities at December 31, 2019, by contractual maturity, are as shown in the following table (dollars in thousands):
 
 
Less than
One Year
 
One to
Five Years
 
Six to
Ten Years
 
Over
Ten Years
 
Total
 
Weighted
Average
Maturity1
Fixed maturity debt securities:
 
 

 
 

 
 

 
 

 
 

 
 
Amortized cost
 
$
41,670

 
$
84,027

 
$
144,705

 
$
12,340

 
$
282,742

 
5.10

Fair value
 
41,840

 
87,883

 
161,178

 
12,337

 
303,238

 
 

Residential mortgage-backed securities:
 
 

 
 

 
 

 
 

 
 

 
 

Amortized cost
 
 

 
 

 
 

 
 

 
$
10,676

 
2 
Fair value
 
 

 
 

 
 

 
 

 
11,164

 
 

Total investment securities:
 
 

 
 

 
 

 
 

 
 

 
 

Amortized cost
 
 

 
 

 
 

 
 

 
$
293,418

 
 

Fair value
 
 

 
 

 
 

 
 

 
314,402

 
 


1 
Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without penalty.
2 
The average expected lives of residential mortgage-backed securities were 5.0 years based upon current prepayment assumptions.


Temporarily Impaired Investment Securities
(in thousands):

 
 
December 31, 2019
 
 
Number of Securities
 
Less Than 12 Months
 
12 Months or Longer
 
Total
 
 
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
Investment:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Municipal and other tax-exempt
 
4

 
$
1,001

 
$
1

 
$
1,706

 
$
5

 
$
2,707

 
$
6

Residential agency mortgage-backed securities
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Other debt securities
 
13

 
275

 
1

 
8,041

 
294

 
8,316

 
295

Total investment securities
 
17

 
$
1,276

 
$
2

 
$
9,747

 
$
299

 
$
11,023

 
$
301


 
 
December 31, 2018
 
 
Number of Securities
 
Less Than 12 Months
 
12 Months or Longer
 
Total
 
 
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
Investment:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Municipal and other tax- exempt
 
72

 
$
18,255

 
$
69

 
$
66,141

 
$
523

 
$
84,396

 
$
592

Residential agency mortgage-backed securities
 
2

 
—

 
—

 
5,633

 
135

 
5,633

 
135

Other debt securities
 
72

 
13,372

 
64

 
23,028

 
1,506

 
36,400

 
1,570

Total investment securities
 
146

 
$
31,627

 
$
133

 
$
94,802

 
$
2,164

 
$
126,429

 
$
2,297





93

Available for Sale Securities 

The amortized cost and fair value of available for sale securities are as follows (in thousands):
 
 
December 31, 2019
 
 
Amortized
 
Fair
 
Gross Unrealized
 
 
Cost
 
Value
 
Gain
 
Loss
U.S. Treasury
 
$
1,598

 
$
1,600

 
$
2

 
$
—

Municipal and other tax-exempt
 
1,789

 
1,861

 
72

 
—

Mortgage-backed securities:
 
 

 
 

 
 

 
 

Residential agency
 
7,956,297

 
8,046,096

 
104,912

 
(15,113
)
Residential non-agency
 
25,968

 
41,609

 
15,641

 
—

Commercial agency
 
3,145,342

 
3,178,005

 
37,808

 
(5,145
)
Other debt securities
 
500

 
472

 
—

 
(28
)
Total available for sale securities
 
$
11,131,494

 
$
11,269,643

 
$
158,435

 
$
(20,286
)


 
 
December 31, 2018
 
 
Amortized
 
Fair
 
Gross Unrealized
 
 
Cost
 
Value
 
Gain
 
Loss
U.S. Treasury
 
$
496

 
$
493

 
$
—

 
$
(3
)
Municipal and other tax-exempt
 
2,782

 
2,864

 
82

 
—

Mortgage-backed securities:
 
 
 
 

 
 

 
 

Residential agency
 
5,886,323

 
5,804,708

 
16,149

 
(97,764
)
Residential non-agency
 
40,948

 
59,736

 
18,788

 
—

Commercial agency
 
2,986,297

 
2,953,889

 
7,955

 
(40,363
)
Other debt securities
 
35,545

 
35,430

 
12

 
(127
)
Total available for sale securities
 
$
8,952,391

 
$
8,857,120

 
$
42,986

 
$
(138,257
)


The amortized cost and fair values of available for sale securities at December 31, 2019, by contractual maturity, are as shown in the following table (dollars in thousands):
 
Less than
One Year
 
One to
Five Years
 
Six to
Ten Years
 
Over
Ten Years
 
Total
 
Weighted
Average
Maturity1
Fixed maturity debt securities:
 
 
 
 
 
 
 
 
 

 
 
Amortized cost
$
5,105

 
$
1,113,463

 
$
1,455,340

 
$
575,321

 
$
3,149,229

 
8.15

Fair value
5,114

 
1,122,392

 
1,474,002

 
580,430

 
3,181,938

 
 
Residential mortgage-backed securities:
 

 
 

 
 

 
 

 
 

 
 
Amortized cost
 

 
 

 
 

 
 

 
$
7,982,265

 
2 
Fair value
 

 
 

 
 

 
 

 
8,087,705

 
 
Total available-for-sale securities:
 

 
 

 
 

 
 

 
 
 
 

Amortized cost
 

 
 

 
 

 
 

 
$
11,131,494

 
 

Fair value
 

 
 

 
 

 
 

 
11,269,643

 
 

1 
Expected maturities may differ from contractual maturities, because borrowers may have the right to call or prepay obligations with or without penalty.
2 
The average expected lives of mortgage-backed securities were 4.0 years based upon current prepayment assumptions.


94

Sales of available for sale securities resulted in gains and losses as follows (in thousands):
 
Year Ended December 31,
 
2019
 
2018
 
2017
Proceeds
$
1,211,718

 
$
745,643

 
$
1,309,215

Gross realized gains
14,996

 
7,117

 
10,223

Gross realized losses
(9,399
)
 
(9,918
)
 
(5,795
)
Related federal and state income tax expense (benefit)
1,425

 
(713
)
 
1,722



The fair value of debt securities pledged as collateral for repurchase agreements, public trust funds on deposit and for other purposes, as required by law was $10.1 billion at December 31, 2019 and $9.1 billion at December 31, 2018.

The secured parties do not have the right to sell or re-pledge these securities.


Temporarily Impaired Available for Sale Securities
(In thousands)

 
 
December 31, 2019
 
 
Number of Securities
 
Less Than 12 Months
 
12 Months or Longer
 
Total
 
 
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
Available for sale:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

Mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
 


 


Residential agency
 
133

 
$
1,352,597

 
$
6,690

 
$
686,002

 
$
8,423

 
$
2,038,599

 
$
15,113

Commercial agency
 
69

 
830,047

 
4,238

 
210,877

 
907

 
1,040,924

 
5,145

Other debt securities
 
1

 
—

 
—

 
472

 
28

 
472

 
28

Total available for sale securities
 
203

 
$
2,182,644

 
$
10,928

 
$
897,351

 
$
9,358

 
$
3,079,995

 
$
20,286



 
 
December 31, 2018
 
 
Number of Securities
 
Less Than 12 Months
 
12 Months or Longer
 
Total
 
 
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
Available for sale:
 
 

 
 

 
 

 
 

 
 

 


 


U.S. Treasury
 
1

 
$
—

 
$
—

 
$
493

 
$
3

 
$
493

 
$
3

Mortgage-backed securities:
 
 

 
 

 
 

 
 

 
 

 


 


Residential agency
 
289

 
510,824

 
1,158

 
3,641,370

 
96,606

 
4,152,194

 
97,764

Commercial agency
 
197

 
179,258

 
394

 
1,969,504

 
39,969

 
2,148,762

 
40,363

Other debt securities
 
3

 
9,982

 
63

 
20,436

 
64

 
30,418

 
127

Total available for sale securities
 
490


$
700,064


$
1,615


$
5,631,803


$
136,642


$
6,331,867


$
138,257



Based on evaluations of impaired securities as of December 31, 2019, the Company does not intend to sell any impaired available for sale securities before fair value recovers to the current amortized cost and it is more-likely-than-not that the Company will not be required to sell impaired securities before fair value recovers, which may be maturity.

No other-than-temporary impairment losses were recorded in earnings during 2019 and none were recorded in 2018. Cumulative other-than-temporary impairment on available for sale securities was $36 million at December 31, 2019 and $45 million at December 31, 2018. The decrease compared to the prior year was due to sales during 2019.

95

Fair Value Option Securities
 
Fair value option securities represent securities which the Company has elected to carry at fair value and are separately identified on the Consolidated Balance Sheets with changes in the fair value recognized in earnings as they occur. Certain residential mortgage-backed securities issued by U.S. government agencies and derivative contracts are held as an economic hedge of the mortgage servicing rights. 

The fair value and net unrealized gain (loss) included in fair value option securities is as follows (in thousands):
 
 
December 31, 2019
 
December 31, 2018
 
 
Fair Value
 
Net Unrealized Gain (Loss)
 
Fair Value
 
Net Unrealized Gain (Loss)
U.S. Treasury
 
$
9,917

 
$
(48
)
 
$
—

 
$
—

Residential agency mortgage-backed securities
 
1,088,660

 
14,109

 
283,235

 
2,766

Total
 
$
1,098,577

 
$
14,061

 
$
283,235

 
$
2,766



96

(3) Derivatives
 
The following table summarizes the fair values of derivative contracts recorded as “derivative contracts” assets and liabilities in the balance sheet at December 31, 2019 (in thousands):
 
 
Assets
 
 
Notional1
 
Gross Fair Value
 
Netting Adjustments
 
Net Fair Value Before Cash Collateral
 
Cash Collateral
 
Fair Value Net of Cash Collateral
Customer risk management programs:
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
 
 
 
 
 
To-be-announced residential mortgage-backed securities
 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

Interest rate swaps
 
2,464,478

 
49,100

 
(1,839
)
 
47,261

 
—

 
47,261

Energy contracts
 
2,151,096

 
144,906

 
(107,591
)
 
37,315

 
(38
)
 
37,277

Agricultural contracts
 
16,118

 
1,522

 
(22
)
 
1,500

 
—

 
1,500

Foreign exchange contracts
 
214,119

 
213,007

 
—

 
213,007

 
—

 
213,007

Equity option contracts
 
81,455

 
3,233

 
—

 
3,233

 
(660
)
 
2,573

Total customer risk management programs
 
4,927,266

 
411,768

 
(109,452
)
 
302,316

 
(698
)
 
301,618

Trading
 
69,721,932

 
131,561

 
(115,949
)
 
15,612

 
—

 
15,612

Interest rate risk management programs
 
1,268,180

 
6,226

 
(81
)
 
6,145

 
—

 
6,145

Total derivative contracts
 
$
75,917,378

 
$
549,555

 
$
(225,482
)
 
$
324,073

 
$
(698
)
 
$
323,375

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
Notional¹
 
Gross Fair Value
 
Netting Adjustments
 
Net Fair Value Before Cash Collateral
 
Cash Collateral
 
Fair Value Net of Cash Collateral
Customer risk management programs:
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
 
 
 
 
 
To-be-announced residential mortgage-backed securities
 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

Interest rate swaps
 
2,464,478

 
49,194

 
(1,839
)
 
47,355

 
(43,932
)
 
3,423

Energy contracts
 
2,105,391

 
139,311

 
(107,591
)
 
31,720

 
(6,031
)
 
25,689

Agricultural contracts
 
16,139

 
1,507

 
(22
)
 
1,485

 
(1,485
)
 
—

Foreign exchange contracts
 
207,919

 
207,020

 
—

 
207,020

 
—

 
207,020

Equity option contracts
 
81,455

 
3,233

 
—

 
3,233

 
—

 
3,233

Total customer risk management programs
 
4,875,382

 
400,265

 
(109,452
)
 
290,813

 
(51,448
)
 
239,365

Trading
 
65,144,388

 
125,535

 
(115,949
)
 
9,586

 
—

 
9,586

Interest rate risk management programs
 
380,401

 
3,121

 
(81
)
 
3,040

 
(863
)
 
2,177

Total derivative contracts
 
$
70,400,171

 
$
528,921

 
$
(225,482
)
 
$
303,439

 
$
(52,311
)
 
$
251,128


1 
Notional amounts for commodity contracts are converted into dollar-equivalent amounts based on dollar prices at the inception of the contract.


97

The following table summarizes the fair values of derivative contracts recorded as “derivative contracts” assets and liabilities in the balance sheet at December 31, 2018 (in thousands):
 
 
Assets
 
 
Notional1
 
Gross Fair Value
 
Netting Adjustments
 
Net Fair Value Before Cash Collateral
 
Cash Collateral
 
Fair Value Net of Cash Collateral
Customer risk management programs:
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
 
 
 
 
 
To-be-announced residential mortgage-backed securities
 
$
10,671,151

 
$
92,231

 
$
(26,787
)
 
$
65,444

 
$
—

 
$
65,444

Interest rate swaps
 
1,924,131

 
36,112

 
(6,688
)
 
29,424

 
(7,934
)
 
21,490

Energy contracts
 
1,472,209

 
206,418

 
(60,983
)
 
145,435

 
(106,752
)
 
38,683

Agricultural contracts
 
21,210

 
842

 
(201
)
 
641

 
—

 
641

Foreign exchange contracts
 
184,990

 
183,759

 
—

 
183,759

 
—

 
183,759

Equity option contracts
 
89,085

 
2,021

 
—

 
2,021

 
(648
)
 
1,373

Total customer risk management programs
 
14,362,776

 
521,383

 
(94,659
)
 
426,724

 
(115,334
)
 
311,390

Trading
 
15,356,909

 
45,346

 
(39,521
)
 
5,825

 
—

 
5,825

Internal risk management programs
 
553,079

 
5,064

 
(1,350
)
 
3,714

 
—

 
3,714

Total derivative contracts
 
$
30,272,764

 
$
571,793

 
$
(135,530
)
 
$
436,263

 
$
(115,334
)
 
$
320,929

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
Notional¹
 
Gross Fair Value
 
Netting Adjustments
 
Net Fair Value Before Cash Collateral
 
Cash Collateral
 
Fair Value Net of Cash Collateral
Customer risk management programs:
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
 
 
 
 
 
To-be-announced residential mortgage-backed securities
 
$
10,558,151

 
$
90,388

 
$
(26,787
)
 
$
63,601

 
$
(63,596
)
 
$
5

Interest rate swaps
 
1,924,131

 
36,288

 
(6,688
)
 
29,600

 
(4,110
)
 
25,490

Energy contracts
 
1,434,247

 
202,494

 
(60,983
)
 
141,511

 
(1,490
)
 
140,021

Agricultural contracts
 
21,214

 
812

 
(201
)
 
611

 
—

 
611

Foreign exchange contracts
 
177,423

 
175,922

 
—

 
175,922

 
—

 
175,922

Equity option contracts
 
89,085

 
2,021

 
—

 
2,021

 
—

 
2,021

Total customer risk management programs
 
14,204,251

 
507,925

 
(94,659
)
 
413,266

 
(69,196
)
 
344,070

Trading
 
19,374,294

 
56,983

 
(39,521
)
 
17,462

 
—

 
17,462

Internal risk management programs
 
260,348

 
9,439

 
(1,350
)
 
8,089

 
(7,315
)
 
774

Total derivative contracts
 
$
33,838,893

 
$
574,347

 
$
(135,530
)
 
$
438,817

 
$
(76,511
)
 
$
362,306

1 
Notional amounts for commodity contracts are converted into dollar-equivalent amounts based on dollar prices at the inception of the contract.


98

The following summarizes the pre-tax net gains (losses) on derivative instruments and where they are recorded in the Consolidated Statements of Earnings (in thousands):
 
 
Year Ended December 31,
 
 
2019
 
2018
 
2017
 
 
Brokerage
and Trading Revenue
 
Gain (Loss)
on Derivatives, Net
 
Brokerage
and Trading
Revenue
 
Gain (Loss)
on Derivatives,
Net
 
Brokerage
and Trading
Revenue
 
Gain (Loss)
on Derivatives,
Net
Customer risk management programs:
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
 
 
 
 
 
To-be-announced residential mortgage-backed securities
 
$
9,579

 
$
—

 
$
27,190

 
$
—

 
$
34,532

 
$
—

Interest rate swaps
 
3,647

 
—

 
2,614

 
—

 
2,647

 
—

Energy contracts
 
5,064

 
—

 
8,443

 
—

 
5,536

 
—

Agricultural contracts
 
28

 
—

 
53

 
—

 
79

 
—

Foreign exchange contracts
 
623

 
—

 
535

 
—

 
1,352

 
—

Equity option contracts
 
—

 
—

 
—

 
—

 
—

 
—

Total customer risk management programs
 
18,941

 
—

 
38,835

 
—

 
44,146

 
—

Trading
 
13,999

 
—

 
(13,643
)
 
—

 
4,615

 
—

Internal risk management programs
 
—

 
14,951

 
—

 
(422
)
 
—

 
779

Total derivative contracts
 
$
32,940

 
$
14,951

 
$
25,192

 
$
(422
)
 
$
48,761

 
$
779



As discussed in Note 7, certain derivative contracts not designated as hedging instruments related to mortgage loan commitments and forward sales contracts are included in Residential mortgage loans held for sale on the Consolidated Balance Sheets. See Note 7 for additional discussion of notional, fair value and impact on earnings of these contracts.

No derivative contracts have been designated as hedging instruments for financial reporting purposes.
(4) Loans and Allowances for Credit Losses

The portfolio segments of the loan portfolio are as follows (in thousands):

 
 
December 31, 2019
 
December 31, 2018
 
 
Fixed
Rate
 
Variable
Rate
 
Non-accrual
 
Total
 
Fixed
Rate
 
Variable
Rate
 
Non-accrual
 
Total
Commercial
 
$
3,231,485

 
$
10,684,749

 
$
115,416

 
$
14,031,650

 
$
2,251,188

 
$
11,285,049

 
$
99,841

 
$
13,636,078

Commercial real estate
 
1,056,321

 
3,349,836

 
27,626

 
4,433,783

 
1,477,274

 
3,265,918

 
21,621

 
4,764,813

Residential mortgage
 
1,652,653

 
393,897

 
37,622

 
2,084,172

 
1,830,224

 
358,254

 
41,555

 
2,230,033

Personal
 
193,903

 
1,007,192

 
287

 
1,201,382

 
190,687

 
834,889

 
230

 
1,025,806

Total
 
$
6,134,362

 
$
15,435,674

 
$
180,951

 
$
21,750,987

 
$
5,749,373

 
$
15,744,110

 
$
163,247

 
$
21,656,730

Accruing loans past due (90 days)1
 
 

 
 

 
 

 
$
7,680

 
 

 
 

 
 

 
$
1,338

Foregone interest on nonaccrual loans
 
 
 
 
 
 
 
$
17,409

 
 
 
 
 
 
 
$
15,502

1 
Excludes residential mortgage loans guaranteed by agencies of the U.S. government.


99

At December 31, 2019, loans to businesses and individuals with collateral primarily located in Texas totaled $6.8 billion or 31% of the total loan portfolio. Loans to businesses and individuals with collateral primarily located in Oklahoma totaled $3.5 billion or 16% of our total loan portfolio. Loans to businesses and individuals with collateral primarily located in Colorado totaled $2.8 billion or 13% of our total loan portfolio. Loans for which the collateral location is not relevant, such as unsecured loans and reserve-based energy loans, are distributed by the borrower’s primary operating location. These geographic concentrations subject the loan portfolio to the general economic conditions within these areas. At December 31, 2018, loans to businesses and individuals with collateral primarily located in Texas totaled $6.4 billion or 30% of the loan portfolio and loans to businesses and individuals with collateral primarily located in Oklahoma totaled $3.5 billion or 16% of the loan portfolio.

Commercial

Commercial loans represent loans for working capital, facilities acquisition or expansion, purchases of equipment and other needs of commercial customers primarily located within our geographical footprint. Commercial loans are underwritten individually and represent on-going relationships based on a thorough knowledge of the customer, the customer’s industry and market. While commercial loans are generally secured by the customer’s assets including real property, inventory, accounts receivable, operating equipment, interest in mineral rights and other property and may also include personal guarantees of the owners and related parties, the primary source of repayment of the loans is the on-going cash flow from operations of the customer’s business. Inherent lending risk is centrally monitored on a continuous basis from underwriting throughout the life of the loan for compliance with commercial lending policies.

At December 31, 2019, commercial loans with collateral primarily located in Texas totaled $4.7 billion or 33% of the commercial loan portfolio segment. Commercial loans with collateral primarily located in Oklahoma totaled $2.0 billion or 14% of the commercial loan portfolio segment. Commercial loans with collateral primarily located in Colorado totaled $2.0 billion or 14% of the commercial loan portfolio segment. The commercial loan portfolio segment is further divided into loan classes. The services loan class totaled $3.1 billion or 14% of total loans. Approximately $1.5 billion of loans in the services class consisted of loans with individual balances of less than $10 million. Businesses included in the services class include commercial services, Native American tribal governments, financial services, entertainment and recreation and education. The energy loan class totaled $4.0 billion or 18% of total loans, including $3.1 billion of outstanding loans to energy producers. Approximately 58% of committed production loans were secured by properties primarily producing oil and 42% are secured by properties producing natural gas. The healthcare loan class totaled $3.0 billion or 14% of total loans. The healthcare loan class consists primarily of loans for the development and operation of senior housing and care facilities, including independent living, assisted living and skilled nursing. Healthcare also includes loans to hospitals and other medical service providers.

At December 31, 2018, commercial loans with collateral primarily located in Texas totaled $4.1 billion or 30% of the commercial loan portfolio segment and commercial loans with collateral primarily located in Oklahoma totaled $2.2 billion or 16% of the commercial loan portfolio segment. The energy loan class totaled $3.6 billion or 17% of total loans, including $2.9 billion of outstanding loans to energy producers. At December 31, 2018, approximately 57% of committed production loans were secured by properties primarily producing oil and 43% were secured by properties producing natural gas. The services loan class totaled $3.3 billion or 15% of total loans. Approximately $2.3 billion of loans in the services category consisted of loans with individual balances of less than $10 million. The healthcare loan class totaled $2.8 billion or 13% of total loans.

Commercial Real Estate

Commercial real estate loans are for the construction of buildings or other improvements to real estate and property held by borrowers for investment purposes primarily within our geographical footprint. We require collateral values in excess of the loan amounts, demonstrated cash flows in excess of expected debt service requirements, equity investment in the project and a portion of the project already sold, leased or permanent financing already secured. The expected cash flows from all significant new or renewed income producing property commitments are stress tested to reflect the risks in varying interest rates, vacancy rates and rental rates. As with commercial loans, inherent lending risks are centrally monitored on a continuous basis from underwriting throughout the life of the loan for compliance with applicable lending policies.

At December 31, 2019, 24% of commercial real estate loans are secured by properties primarily located in the Dallas and Houston areas of Texas. An additional 11% of commercial real estate loans are secured by properties located primarily in the Denver, Colorado metropolitan area. At December 31, 2018, 26% of commercial real estate loans were secured by properties in Texas, 9% of commercial real estate loans were secured by properties in Oklahoma.


100

Residential Mortgage and Personal

Residential mortgage loans provide funds for our customers to purchase or refinance their primary residence or to borrow against the equity in their home. Residential mortgage loans are secured by a first or second mortgage on the customer’s primary residence. Personal loans consist primarily of loans secured by the cash surrender value of insurance policies and marketable securities. It also includes direct loans secured by and for the purchase of automobiles, recreational and marine equipment as well as other unsecured loans. Residential mortgage and personal loans are made in accordance with underwriting policies. Credit scoring is assessed based on significant credit characteristics including credit history, residential and employment stability. Residential mortgage loans retained in the Company’s portfolio are primarily composed of various mortgage programs to support customer relationships including jumbo mortgage loans, non-builder construction loans and special loan programs for high net worth individuals and certain professionals. Jumbo loans may be fixed or variable rate and are fully amortizing. Jumbo loans generally conform to government sponsored entity standards, except that the loan size exceeds maximums required under these standards. These loans generally require a minimum FICO score of 720 and a maximum debt-to-income ratio (“DTI”) of 38%. Loan-to-value (“LTV”) ratios are tiered from 60% to 100%, depending on the market. Special mortgage programs include fixed and variable fully amortizing loans tailored to the needs of certain healthcare professionals. Variable rate loans are fully indexed at origination and may have fixed rates for 3 years to 10 years, then adjust annually thereafter. 

At December 31, 2019 and 2018, residential mortgage loans included $198 million and $191 million, respectively, of loans guaranteed by U.S. government agencies previously sold into GNMA mortgage pools. These loans either have been repurchased or are eligible to be repurchased by the Company when certain defined delinquency criteria are met. Although payments on these loans generally are past due more than 90 days, interest continues to accrue based on the government guarantee.

Home equity loans totaled $829 million at December 31, 2019 and $917 million at December 31, 2018. At December 31, 2019, 63% of the home equity loan portfolio was comprised of first lien loans and 37% of the home equity portfolio was comprised of junior lien loans. Junior lien loans were distributed 35% to amortizing term loans and 65% to revolving lines of credit. At December 31, 2018, 65% of the home equity portfolio was comprised of first lien loans and 35% of the home equity loan portfolio was comprised of junior lien loans. Junior lien loans were distributed 36% to amortizing term loans and 64% to revolving lines of credit. Home equity loans generally require a minimum FICO score of 700 and a maximum DTI of 40%. The maximum loan amount available for our home equity loan products is generally $400 thousand. Revolving loans have a 5 year revolving period followed by 15 year term of amortizing repayments. Interest-only home equity loans may not be extended for any additional revolving time. All other home equity loans may be extended at management's discretion for an additional 5 year revolving term subject to an update of certain credit information.

At December 31, 2019, 28% of residential mortgage loans are secured by properties located in Oklahoma, 28% of residential mortgage loans are secured by properties located in Texas and 15% of residential mortgage are secured by properties located in Colorado. At December 31, 2018, 28% of residential mortgage were secured by properties in Texas, 26% of residential mortgage loans were secured by properties in Oklahoma and 19% of residential mortgage loans are secured by properties in Colorado.

Credit Commitments
 
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of conditions established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. At December 31, 2019, outstanding commitments totaled $11.1 billion. Because some commitments are expected to expire before being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. BOK Financial uses the same credit policies in making commitments as it does loans.

The amount of collateral obtained, if deemed necessary, is based upon management’s credit evaluation of the borrower.

Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Because the credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loan commitments, BOK Financial uses the same credit policies in evaluating the creditworthiness of the customer. Additionally, BOK Financial uses the same evaluation process in obtaining collateral on standby letters of credit as it does for loan commitments. The term of these standby letters of credit is defined in each commitment and typically corresponds with the underlying loan commitment. At December 31, 2019, outstanding standby letters of credit totaled $646 million. Commercial letters of credit are used to facilitate customer trade transactions with the drafts being drawn when the underlying transaction is consummated. At December 31, 2019, outstanding commercial letters of credit totaled $1.2 million.

101


Allowances for Credit Losses

BOK Financial maintains an allowance for loan losses and an accrual for off-balance sheet credit risk. The accrual for off-balance sheet credit risk is maintained at a level that is appropriate to cover estimated losses associated with credit instruments that are not currently recognized as assets such as loan commitments, standby letters of credit or guarantees. As discussed in greater detail in Note 7, the Company also has separate accruals related to off-balance sheet credit risk related to residential mortgage loans previously sold with full or partial recourse and for residential mortgage loans sold to government sponsored agencies under standard representations and warranties.

The allowance for loan losses consists of specific allowances attributed to impaired loans that have not yet been charged down to amounts we expect to recover, general allowances for unimpaired loans based on estimated loss rates by loan class and nonspecific allowances based on general economic conditions, concentration in loans with large balances and other relevant factors.

The activity in the allowance for loan losses and the accrual for off-balance sheet credit risk related to loan commitments and standby letters of credit for the year ended December 31, 2019 is summarized as follows (in thousands):
 
 
Commercial
 
Commercial Real Estate
 
Residential Mortgage
 
Personal
 
Nonspecific Allowance
 
Total
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
 
$
102,226

 
$
60,026

 
$
17,964

 
$
9,473

 
$
17,768

 
$
207,457

Provision for loan losses
 
57,125

 
(12,046
)
 
(3,838
)
 
3,537

 
(573
)
 
44,205

Loans charged off
 
(43,185
)
 
(1,161
)
 
(288
)
 
(6,343
)
 
—

 
(50,977
)
Recoveries
 
2,021

 
4,986

 
562

 
2,505

 
—

 
10,074

Ending balance
 
$
118,187

 
$
51,805

 
$
14,400

 
$
9,172

 
$
17,195

 
$
210,759

 
 
 
 
 
 
 
 
 
 
 
 
 
Accrual for off-balance sheet credit risk:
 
 

 
 

 
 

 
 

 
 

 
 

Beginning balance
 
$
1,655

 
$
52

 
$
52

 
$
31

 
$
—

 
$
1,790

Provision for off-balance sheet credit risk
 
(221
)
 
55

 
(8
)
 
(31
)
 
—

 
(205
)
Ending balance
 
$
1,434

 
$
107

 
$
44

 
$
—

 
$
—

 
$
1,585

 
 
 
 
 
 
 
 
 
 
 
 
 
Total provision for credit losses
 
$
56,904

 
$
(11,991
)
 
$
(3,846
)
 
$
3,506

 
$
(573
)
 
$
44,000





102

The activity in the allowance for loan losses and the accrual for off-balance sheet credit risk related to loan commitments and standby letters of credit for the year ended December 31, 2018 is summarized as follows (in thousands):

 
 
Commercial
 
Commercial Real Estate
 
Residential Mortgage
 
Personal
 
Nonspecific Allowance
 
Total
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
 
$
124,269

 
$
56,621

 
$
18,451

 
$
9,124

 
$
22,217

 
$
230,682

Provision for loan losses
 
12,521

 
(147
)
 
(1,156
)
 
3,175

 
(4,449
)
 
9,944

Loans charged off
 
(37,880
)
 
—

 
(378
)
 
(5,325
)
 
—

 
(43,583
)
Recoveries
 
3,316

 
3,552

 
1,047

 
2,499

 
—

 
10,414

Ending balance
 
$
102,226

 
$
60,026

 
$
17,964

 
$
9,473

 
$
17,768

 
$
207,457

 
 
 
 
 
 
 
 
 
 
 
 
 
Accrual for off-balance sheet credit risk:
 
 

 
 

 
 

 
 

 
 

 
 

Beginning balance
 
$
3,644

 
$
45

 
$
43

 
$
2

 
$
—

 
$
3,734

Provision for off-balance sheet credit risk
 
(1,989
)
 
7

 
9

 
29

 
—

 
(1,944
)
Ending balance
 
$
1,655

 
$
52

 
$
52

 
$
31

 
$
—

 
$
1,790

 
 
 
 
 
 
 
 
 
 
 
 
 
Total provision for credit losses
 
$
10,532

 
$
(140
)
 
$
(1,147
)
 
$
3,204

 
$
(4,449
)
 
$
8,000



The activity in the allowance for loan losses and the accrual for off-balance sheet credit risk related to loan commitments and standby letters of credit for the year ended December 31, 2017 is summarized as follows (in thousands):

 
 
Commercial
 
Commercial Real Estate
 
Residential Mortgage
 
Personal
 
Nonspecific Allowance
 
Total
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
 
$
140,213

 
$
50,749

 
$
18,224

 
$
8,773

 
$
28,200

 
$
246,159

Provision for loan losses
 
(595
)
 
4,008

 
116

 
2,964

 
(5,983
)
 
510

Loans charged off
 
(19,810
)
 
(76
)
 
(649
)
 
(5,064
)
 
—

 
(25,599
)
Recoveries
 
4,461

 
1,940

 
760

 
2,451

 
—

 
9,612

Ending balance
 
$
124,269

 
$
56,621

 
$
18,451

 
$
9,124

 
$
22,217

 
$
230,682

 
 
 
 
 
 
 
 
 
 
 
 
 
Accrual for off-balance sheet credit risk:
 
 

 
 

 
 

 
 

 
 

 
 

Beginning balance
 
$
11,063

 
$
123

 
$
50

 
$
8

 
$
—

 
$
11,244

Provision for off-balance sheet credit risk
 
(7,419
)
 
(78
)
 
(7
)
 
(6
)
 
—

 
(7,510
)
Ending balance
 
$
3,644

 
$
45

 
$
43

 
$
2

 
$
—

 
$
3,734

 
 
 
 
 
 
 
 
 
 
 
 
 
Total provision for credit losses
 
$
(8,014
)
 
$
3,930

 
$
109

 
$
2,958

 
$
(5,983
)
 
$
(7,000
)






103

The allowance for loan losses and recorded investment of the related loans by portfolio segment for each impairment measurement method at December 31, 2019 is as follows (in thousands):

 
 
Collectively Measured
for Impairment
 
Individually Measured
for Impairment
 
Total
 
 
Recorded Investment
 
Related Allowance
 
Recorded Investment
 
Related Allowance
 
Recorded Investment
 
Related
Allowance
Commercial
 
$
13,916,234

 
$
100,773

 
$
115,416

 
$
17,414

 
$
14,031,650

 
$
118,187

Commercial real estate
 
4,406,157

 
51,805

 
27,626

 
—

 
4,433,783

 
51,805

Residential mortgage
 
2,046,550

 
14,400

 
37,622

 
—

 
2,084,172

 
14,400

Personal
 
1,201,095

 
9,172

 
287

 
—

 
1,201,382

 
9,172

Total
 
21,570,036

 
176,150

 
180,951

 
17,414

 
21,750,987

 
193,564

 
 
 
 
 
 
 
 
 
 
 
 
 
Nonspecific allowance
 
—

 
—

 
—

 
—

 
—

 
17,195

 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
21,570,036

 
$
176,150

 
$
180,951

 
$
17,414

 
$
21,750,987

 
$
210,759



The allowance for loan losses and recorded investment of the related loans by portfolio segment for each impairment measurement method at December 31, 2018 is as follows (in thousands):

 
 
Collectively Measured
for Impairment
 
Individually Measured
for Impairment
 
Total
 
 
Recorded Investment
 
Related Allowance
 
Recorded Investment
 
Related Allowance
 
Recorded Investment
 
Related
Allowance
Commercial
 
$
13,536,237

 
$
93,494

 
$
99,841

 
$
8,732

 
$
13,636,078

 
$
102,226

Commercial real estate
 
4,743,192

 
60,026

 
21,621

 
—

 
4,764,813

 
60,026

Residential mortgage
 
2,188,478

 
17,964

 
41,555

 
—

 
2,230,033

 
17,964

Personal
 
1,025,576

 
9,473

 
230

 
—

 
1,025,806

 
9,473

Total
 
21,493,483

 
180,957

 
163,247

 
8,732

 
21,656,730

 
189,689

 
 
 
 
 
 
 
 
 
 
 
 
 
Nonspecific allowance
 
—

 
—

 
—

 
—

 
—

 
17,768

 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
21,493,483

 
$
180,957

 
$
163,247

 
$
8,732

 
$
21,656,730

 
$
207,457





104

Credit Quality Indicators

The Company utilizes loan class and risk grading as primary credit quality indicators. Substantially all commercial and commercial real estate loans and certain residential mortgage and personal loans are risk graded based on a quarterly evaluation of the borrowers’ ability to repay the loans. Certain commercial loans and most residential mortgage and personal loans are small, homogeneous pools that are not risk graded. 

The allowance for loan losses and recorded investment of the related loans by portfolio segment for risk graded and non-risk graded loans at December 31, 2019 is as follows (in thousands):

 
 
Internally Risk Graded
 
Non-Graded
 
Total
 
 
Recorded Investment
 
Related Allowance
 
Recorded Investment
 
Related Allowance
 
Recorded Investment
 
Related
Allowance
Commercial
 
$
13,997,538

 
$
117,236

 
$
34,112

 
$
951

 
$
14,031,650

 
$
118,187

Commercial real estate
 
4,433,783

 
51,805

 
—

 
—

 
4,433,783

 
51,805

Residential mortgage
 
279,113

 
3,085

 
1,805,059

 
11,315

 
2,084,172

 
14,400

Personal
 
1,116,297

 
7,003

 
85,085

 
2,169

 
1,201,382

 
9,172

Total
 
19,826,731

 
179,129

 
1,924,256

 
14,435

 
21,750,987

 
193,564

 
 
 
 
 
 
 
 
 
 
 
 
 
Nonspecific allowance
 
—

 
—

 
—

 
—

 
—

 
17,195

 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
19,826,731

 
$
179,129

 
$
1,924,256

 
$
14,435

 
$
21,750,987

 
$
210,759

 
The allowance for loan losses and recorded investment of the related loans by portfolio segment for risk graded and non-risk graded loans at December 31, 2018 is as follows (in thousands):

 
 
Internally Risk Graded
 
Non-Graded
 
Total
 
 
Recorded Investment
 
Related Allowance
 
Recorded Investment
 
Related Allowance
 
Recorded Investment
 
Related
Allowance
Commercial
 
$
13,586,654

 
$
101,303

 
$
49,424

 
$
923

 
$
13,636,078

 
$
102,226

Commercial real estate
 
4,764,813

 
60,026

 
—

 
—

 
4,764,813

 
60,026

Residential mortgage
 
505,046

 
3,310

 
1,724,987

 
14,654

 
2,230,033

 
17,964

Personal
 
948,890

 
6,633

 
76,916

 
2,840

 
1,025,806

 
9,473

Total
 
19,805,403

 
171,272

 
1,851,327

 
18,417

 
21,656,730

 
189,689

 
 
 
 
 
 
 
 
 
 
 
 
 
Nonspecific allowance
 
—

 
—

 
—

 
—

 
—

 
17,768

 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
19,805,403

 
$
171,272

 
$
1,851,327

 
$
18,417

 
$
21,656,730

 
$
207,457



Loans are considered to be performing if they are in compliance with the original terms of the agreement which is consistent with the regulatory guideline of “pass.” Performing also includes loans considered to be “other loans especially mentioned” by regulatory guidelines and all residential mortgage loans guaranteed by agencies of the U.S. government that continue to accrue interest based on criteria of the guarantor's programs. Other loans especially mentioned are currently performing in compliance with the original terms of the agreement but may have a potential weakness that deserves management's close attention, consistent with regulatory guidelines.

The risk grading process identified certain loans that have a well-defined weakness (e.g. inadequate debt service coverage or liquidity or marginal capitalization; repayment may depend on collateral or other risk mitigation) that may jeopardize liquidation of the debt and represent a greater risk due to deterioration in the financial condition of the borrower. This is consistent with the regulatory guideline for “substandard.” Because the borrowers are still performing in accordance with the original terms of the loan agreements, these loans were not placed in nonaccruing status. 


105

Nonaccruing loans represent loans for which full collection of principal and interest in accordance with the original terms of the loan agreements is uncertain. This is substantially the same criteria used to determine whether a loan is impaired and includes certain loans considered “substandard” and all loans considered “doubtful” by regulatory guidelines.

The following table summarizes the Company’s loan portfolio at December 31, 2019 by the risk grade categories (in thousands): 
 
 
Internally Risk Graded
 
Non-Graded
 
 
 
 
Performing
 
 
 
 
 
 
 
 
 
 
Pass
 
Other Loans Especially Mentioned
 
Accruing
Substandard
 
Nonaccrual
 
Performing
 
Nonaccrual
 
Total
Commercial:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Energy
 
$
3,700,406

 
$
117,298

 
$
63,951

 
$
91,722

 
$
—

 
$
—

 
$
3,973,377

Services
 
3,050,946

 
29,943

 
33,791

 
7,483

 
—

 
—

 
3,122,163

Wholesale/retail
 
1,749,023

 
5,281

 
5,399

 
1,163

 
—

 
—

 
1,760,866

Manufacturing
 
623,219

 
18,214

 
13,883

 
10,133

 
—

 
—

 
665,449

Healthcare
 
2,995,514

 
13,117

 
20,805

 
4,480

 
—

 
—

 
3,033,916

Public finance
 
709,868

 
—

 
—

 
—

 
—

 
—

 
709,868

Other commercial and industrial
 
709,729

 
4,028

 
17,744

 
398

 
34,075

 
37

 
766,011

Total commercial
 
13,538,705

 
187,881

 
155,573

 
115,379

 
34,075

 
37

 
14,031,650

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 

 
 

 
 
 
 

 
 

 
 

 
 

Residential construction and land development
 
150,529

 
—

 
—

 
350

 
—

 
—

 
150,879

Retail
 
743,343

 
12,067

 
1,243

 
18,868

 
—

 
—

 
775,521

Office
 
923,202

 
5,177

 
—

 
—

 
—

 
—

 
928,379

Multifamily
 
1,257,005

 
1,604

 
95

 
6,858

 
—

 
—

 
1,265,562

Industrial
 
852,539

 
1,658

 
1,011

 
909

 
—

 
—

 
856,117

Other commercial real estate
 
455,045

 
1,639

 
—

 
641

 
—

 
—

 
457,325

Total commercial real estate
 
4,381,663

 
22,145

 
2,349

 
27,626

 
—

 
—

 
4,433,783

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage:
 
 

 
 

 
 
 
 

 
 

 
 

 
 

Permanent mortgage
 
276,138

 
78

 
2,404

 
493

 
758,260

 
19,948

 
1,057,321

Permanent mortgages guaranteed by U.S. government agencies
 
—

 
—

 
—

 
—

 
191,694

 
6,100

 
197,794

Home equity
 
—

 
—

 
—

 
—

 
817,976

 
11,081

 
829,057

Total residential mortgage
 
276,138

 
78

 
2,404

 
493

 
1,767,930

 
37,129

 
2,084,172

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Personal
 
1,116,196

 
45

 
—

 
56

 
84,853

 
232

 
1,201,382

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
19,312,702

 
$
210,149

 
$
160,326

 
$
143,554

 
$
1,886,858

 
$
37,398

 
$
21,750,987



106

The following table summarizes the Company’s loan portfolio at December 31, 2018 by the risk grade categories (in thousands): 
 
 
Internally Risk Graded
 
Non-Graded
 
 
 
 
Performing
 
 
 
 
 
 
 
 
 
 
Pass
 
Other Loans Especially Mentioned
 
Accruing Substandard
 
Nonaccrual
 
Performing
 
Nonaccrual
 
Total
Commercial:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Energy
 
$
3,414,039

 
$
42,176

 
$
86,624

 
47,494

 
$
—

 
$
—

 
$
3,590,333

Services
 
3,167,203

 
49,761

 
32,661

 
8,567

 
—

 
—

 
3,258,192

Wholesale/retail
 
1,593,902

 
18,809

 
7,131

 
1,316

 
—

 
—

 
1,621,158

Manufacturing
 
668,438

 
30,934

 
22,230

 
8,919

 
—

 
—

 
730,521

Healthcare
 
2,730,121

 
14,920

 
37,698

 
16,538

 
—

 
—

 
2,799,277

Public finance
 
804,550

 
—

 
—

 
—

 
—

 
—

 
804,550

Other commercial and industrial
 
756,815

 
1,266

 
7,588

 
16,954

 
49,371

 
53

 
832,047

Total commercial
 
13,135,068

 
157,866

 
193,932

 
99,788

 
49,371

 
53

 
13,636,078

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 

 
 

 
 

 
 
 
 

 
 

 
 

Residential construction and land development
 
148,234

 
—

 
—

 
350

 
—

 
—

 
148,584

Retail
 
885,588

 
11,926

 
1,289

 
20,279

 
—

 
—

 
919,082

Office
 
1,059,334

 
10,532

 
3,054

 
—

 
—

 
—

 
1,072,920

Multifamily
 
1,287,471

 
281

 
12

 
301

 
—

 
—

 
1,288,065

Industrial
 
776,898

 
—

 
1,208

 
—

 
—

 
—

 
778,106

Other commercial real estate
 
555,301

 
1,188

 
876

 
691

 
—

 
—

 
558,056

Total commercial real estate
 
4,712,826

 
23,927

 
6,439

 
21,621

 
—

 
—

 
4,764,813

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage:
 
 

 
 

 
 

 
 
 
 

 
 

 
 

Permanent mortgage
 
269,678

 
52

 
9,730

 
1,991

 
819,199

 
21,960

 
1,122,610

Permanent mortgages guaranteed by U.S. government agencies
 
—

 
—

 
—

 
—

 
183,734

 
7,132

 
190,866

Home equity
 
223,298

 
—

 
296

 
—

 
682,491

 
10,472

 
916,557

Total residential mortgage
 
492,976

 
52

 
10,026

 
1,991

 
1,685,424

 
39,564

 
2,230,033

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Personal
 
944,256

 
115

 
4,443

 
76

 
76,762

 
154

 
1,025,806

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
19,285,126

 
$
181,960

 
$
214,840

 
123,476

 
$
1,811,557

 
$
39,771

 
$
21,656,730






107

Impaired Loans

Loans are considered to be impaired when it is probable that the Company will not be able to collect all amounts due according to the contractual terms of the loan agreement. This includes all nonaccruing loans, all loans modified in a troubled debt restructuring and all loans repurchased from GNMA pools.

A summary of impaired loans follows (in thousands):
 
As of December 31, 2019
 
Year Ended
 
 
 
Recorded Investment
 
 
 
December 31, 2019
 
Unpaid
Principal
Balance
 
Total
 
With No
Allowance
 
With Allowance
 
Related Allowance
 
Average Recorded
Investment
 
Interest Income Recognized
Commercial:
 
 
 
 
 
 
 
 
 
 
 
 
 
Energy
$
149,441

 
$
91,722

 
$
44,244

 
$
47,478

 
$
16,854

 
$
69,119

 
$
—

Services
10,923

 
7,483

 
6,301

 
1,182

 
240

 
5,854

 
—

Wholesale/retail
1,980

 
1,163

 
902

 
261

 
101

 
916

 
—

Manufacturing
10,848

 
10,133

 
9,914

 
219

 
219

 
9,144

 
—

Healthcare
13,774

 
4,480

 
4,480

 
—

 
—

 
7,798

 
—

Public finance
—

 
—

 
—

 
—

 
—

 
—

 
—

Other commercial and industrial
8,227

 
435

 
435

 
—

 
—

 
8,568

 
—

Total commercial
195,193

 
115,416

 
66,276

 
49,140

 
17,414

 
101,399

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 

 
 

 
 

 
 

 
 

 
 

 
 

Residential construction and land development
1,306

 
350

 
350

 
—

 
—

 
350

 
—

Retail
20,265

 
18,868

 
18,868

 
—

 
—

 
19,573

 
—

Office
—

 
—

 
—

 
—

 
—

 
—

 
—

Multifamily
6,858

 
6,858

 
6,858

 
—

 
—

 
3,580

 
—

Industrial
909

 
909

 
909

 
—

 
—

 
454

 
—

Other commercial real estate
801

 
641

 
641

 
—

 
—

 
666

 
—

Total commercial real estate
30,139

 
27,626

 
27,626

 
—

 
—

 
24,623

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage:
 

 
 

 
 

 
 

 
 

 
 

 
 

Permanent mortgage
24,868

 
20,441

 
20,441

 
—

 
—

 
22,196

 
1,198

Permanent mortgage guaranteed by U.S. government agencies1
204,187

 
197,794

 
197,794

 
—

 
—

 
195,009

 
7,733

Home equity
12,967

 
11,081

 
11,081

 
—

 
—

 
10,776

 
—

Total residential mortgage
242,022

 
229,316

 
229,316

 
—

 
—

 
227,981

 
8,931

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Personal
360

 
287

 
287

 
—

 
—

 
259

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
$
467,714

 
$
372,645

 
$
323,505

 
$
49,140

 
$
17,414

 
$
354,262

 
$
8,931

1 
All permanent mortgage loans guaranteed by U.S. government agencies are considered impaired as we do not expect full collection of contractual principal and interest. At December 31, 2019, $6.1 million of these loans are nonaccruing and $192 million are accruing based on the guarantee by U.S. government agencies.

Generally, no interest income is recognized on impaired loans until all principal balances, including amounts charged-off, have been recovered.


108

 
As of December 31, 2018
 
Year Ended
 
 
 
 
Recorded Investment
 
 
 
December 31, 2018
 
 
Unpaid
Principal
Balance
 
Total
 
With No
Allowance
 
With Allowance
 
Related Allowance
 
Average Recorded
Investment
 
Interest Income Recognized
Commercial:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Energy
 
$
79,675

 
$
47,494

 
$
18,639

 
$
28,855

 
$
5,362

 
$
69,645

 
$
—

Services
 
13,437

 
8,567

 
8,489

 
78

 
74

 
4,509

 
—

Wholesale/retail
 
1,722

 
1,316

 
1,015

 
301

 
101

 
1,784

 
—

Manufacturing
 
10,055

 
8,919

 
8,673

 
246

 
246

 
7,249

 
—

Healthcare
 
24,319

 
16,538

 
10,563

 
5,975

 
2,949

 
14,297

 
—

Public finance
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Other commercial and industrial
 
26,955

 
17,007

 
17,007

 
—

 
—

 
17,976

 
—

Total commercial
 
156,163

 
99,841

 
64,386

 
35,455

 
8,732

 
115,460

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 

 
 

 
 

 
 

 
 

 
 
 
 
Residential construction and land development
 
1,306

 
350

 
350

 
—

 
—

 
1,091

 
—

Retail
 
27,680

 
20,279

 
20,279

 
—

 
—

 
10,278

 
—

Office
 
—

 
—

 
—

 
—

 
—

 
137

 
—

Multifamily
 
301

 
301

 
301

 
—

 
—

 
151

 
—

Industrial
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Other commercial real estate
 
851

 
691

 
691

 
—

 
—

 
581

 
—

Total commercial real estate
 
30,138

 
21,621

 
21,621

 
—

 
—

 
12,238

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage:
 
 

 
 

 
 

 
 

 
 

 
 
 
 
Permanent mortgage
 
28,716

 
23,951

 
23,951

 
—

 
—

 
24,572

 
1,233

Permanent mortgage guaranteed by U.S. government agencies1
 
196,296

 
190,866

 
190,866

 
—

 
—

 
180,813

 
7,172

Home equity
 
12,196

 
10,472

 
10,472

 
—

 
—

 
11,774

 
—

Total residential mortgage
 
237,208

 
225,289

 
225,289

 
—

 
—

 
217,159

 
8,405

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Personal
 
278

 
230

 
230

 
—

 
—

 
250

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
423,787

 
$
346,981

 
$
311,526

 
$
35,455

 
$
8,732

 
$
345,107

 
$
8,405

1 
All permanent mortgage loans guaranteed by U.S. government agencies are considered impaired as we do not expect full collection of contractual principal and interest. At December 31, 2018, $7.1 million of these loans are nonaccruing and $184 million are accruing based on the guarantee by U.S. government agencies.


109

Troubled Debt Restructurings

At December 31, 2019 the Company has $132 million in troubled debt restructurings (TDRs), of which $92 million are accruing residential mortgage loans guaranteed by U.S. government agencies. Approximately $57 million of TDRs are performing in accordance with the modified terms. The loans designated as TDRs had $18.6 million in charge offs during the year ended December 31, 2019.

At December 31, 2018, TDRs totaled $166 million, of which $86 million were accruing residential mortgage loans guaranteed by U.S. government agencies. Approximately $71 million of TDRs were performing. The loans designated as TDRs had $16.1 million in charge offs during the year ended December 31, 2018.

TDRs generally consist of interest rate concessions, payment stream concessions or a combination of concessions to distressed borrowers. During the year ended December 31, 2019, $37 million of loans were restructured. During the year ended December 31, 2018, $75 million of loans were restructured.



110

Nonaccrual & Past Due Loans

Past due status for all loan classes is based on the actual number of days since the last payment was due according to the contractual terms of the loans.

A summary of loans currently performing, loans past due and accruing and nonaccrual loans as of December 31, 2019 is as follows (in thousands):
 
 
 
 
Past Due
 
 
 
 
 
 
Current
 
30 to 59
Days
 
60 to 89
Days
 
90 Days
or More
 
Nonaccrual
 
Total
Commercial:
 
 
 
 
 
 
 
 
 
 
 
 
Energy
 
$
3,881,244

 
$
401

 
10

 
$
—

 
$
91,722

 
$
3,973,377

Services
 
3,105,621

 
1,737

 
523

 
6,799

 
7,483

 
3,122,163

Wholesale/retail
 
1,758,878

 
712

 
113

 
—

 
1,163

 
1,760,866

Manufacturing
 
654,329

 
410

 
190

 
387

 
10,133

 
665,449

Healthcare
 
3,027,329

 
2,039

 
—

 
68

 
4,480

 
3,033,916

Public finance
 
707,638

 
2,230

 
—

 
—

 
—

 
709,868

Other commercial and industrial
 
764,390

 
414

 
772

 
—

 
435

 
766,011

Total commercial
 
13,899,429

 
7,943

 
1,608

 
7,254

 
115,416

 
14,031,650

 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 

 
 

 
 
 
 

 
 

 
 

Residential construction and land development
 
147,379

 
3,093

 
—

 
57

 
350

 
150,879

Retail
 
756,653

 
—

 
—

 
—

 
18,868

 
775,521

Office
 
928,379

 
—

 
—

 
—

 
—

 
928,379

Multifamily
 
1,258,704

 
—

 
—

 
—

 
6,858

 
1,265,562

Industrial
 
855,208

 
—

 
—

 
—

 
909

 
856,117

Other commercial real estate
 
454,253

 
1,827

 
250

 
354

 
641

 
457,325

Total commercial real estate
 
4,400,576

 
4,920

 
250

 
411

 
27,626

 
4,433,783

 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage:
 
 

 
 

 
 
 
 

 
 

 
 

Permanent mortgage
 
1,034,716

 
2,011

 
153

 
—

 
20,441

 
1,057,321

Permanent mortgages guaranteed by U.S. government agencies
 
46,898

 
24,203

 
18,187

 
102,406

 
6,100

 
197,794

Home equity
 
814,325

 
3,343

 
308

 
—

 
11,081

 
829,057

Total residential mortgage
 
1,895,939

 
29,557

 
18,648

 
102,406

 
37,622

 
2,084,172

 
 
 
 
 
 
 
 
 
 
 
 
 
Personal
 
1,196,362

 
4,664

 
54

 
15

 
287

 
1,201,382

 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
21,392,306

 
$
47,084

 
20,560

 
$
110,086

 
$
180,951

 
$
21,750,987


111

A summary of loans currently performing, loans past due and accruing and nonaccrual loans as of December 31, 2018 is as follows (in thousands):
 
 
 
 
Past Due
 
 
 
 
 
 
Current
 
30 to 59
Days
 
60 to 89
Days
 
90 Days
or More
 
Nonaccrual
 
Total
Commercial:
 
 
 
 
 
 
 
 
 
 
 
 
Energy
 
$
3,542,839

 
$
—

 
—

 
$
—

 
$
47,494

 
$
3,590,333

Services
 
3,237,578

 
6,009

 
6,038

 
—

 
8,567

 
3,258,192

Wholesale/retail
 
1,619,290

 
515

 
37

 
—

 
1,316

 
1,621,158

Manufacturing
 
721,204

 
392

 
6

 
—

 
8,919

 
730,521

Healthcare
 
2,781,944

 
241

 
—

 
554

 
16,538

 
2,799,277

Public finance
 
804,550

 
—

 
—

 
—

 
—

 
804,550

Other commercial and industrial
 
814,489

 
518

 
25

 
8

 
17,007

 
832,047

Total commercial
 
13,521,894

 
7,675

 
6,106

 
562

 
99,841

 
13,636,078

 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 

 
 

 
 
 
 

 
 

 
 

Residential construction and land development
 
147,705

 
249

 
280

 
—

 
350

 
148,584

Retail
 
884,424

 
14,379

 
—

 
—

 
20,279

 
919,082

Office
 
1,072,920

 
—

 
—

 
—

 
—

 
1,072,920

Multifamily
 
1,287,483

 
281

 
—

 
—

 
301

 
1,288,065

Industrial
 
776,898

 
1,208

 
—

 
—

 
—

 
778,106

Other commercial real estate
 
556,239

 
412

 
—

 
714

 
691

 
558,056

Total commercial real estate
 
4,725,669

 
16,529

 
280

 
714

 
21,621

 
4,764,813

 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage:
 
 

 
 

 
 
 
 

 
 

 
 

Permanent mortgage
 
1,095,097

 
3,196

 
366

 
—

 
23,951

 
1,122,610

Permanent mortgages guaranteed by U.S. government agencies
 
37,459

 
24,369

 
16,345

 
105,561

 
7,132

 
190,866

Home equity
 
904,572

 
1,102

 
352

 
59

 
10,472

 
916,557

Total residential mortgage
 
2,037,128

 
28,667

 
17,063

 
105,620

 
41,555

 
2,230,033

 
 
 
 
 
 
 
 
 
 
 
 
 
Personal
 
1,024,298

 
479

 
796

 
3

 
230

 
1,025,806

 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
21,308,989

 
$
53,350

 
24,245

 
$
106,899

 
$
163,247

 
$
21,656,730



112

(5) Premises and Equipment and Leases

Premises and equipment at December 31 are summarized as follows (in thousands):

 
 
December 31,
 
 
2019
 
2018
Land
 
$
69,960

 
$
70,575

Buildings and improvements
 
421,952

 
266,733

Software and related integration
 
98,487

 
150,207

Furniture and equipment
 
135,153

 
129,988

Construction in progress
 
53,498

 
27,514

Premises and equipment
 
779,050

 
645,017

Less accumulated depreciation
 
243,531

 
314,984

Premises and equipment, net of accumulated depreciation
 
$
535,519

 
$
330,033



Depreciation expense of premises and equipment was $51.6 million, $51.2 million and $47.7 million for the years ended December 31, 2019, 2018 and 2017, respectively.

Effective January 1, 2019, premises and equipment included right-of-use assets for leased office space and facilities. Leases are at market rates at inception and may contain escalations based on consumer price index or similar benchmarks and options to renew at then market rates.

At December 31, 2019, right-of-use assets of $180 million are included in buildings and improvements and related right-of-use liabilities are included in other liabilities. The weighted-average remaining lease term was 11.1 years and the weighted average discount rate on operating leases was 3.2 percent. Operating lease costs recognized as occupancy and equipment expense were $24.2 million for the year ended December 31, 2019. Operating cash flows from operating leases were $23.3 million for the year ended December 31, 2019.

Total rent expense for BOK Financial was $43.0 million in 2019, $28.5 million in 2018 and $27.5 million in 2017. At December 31, 2019, un-discounted operating lease liabilities are scheduled to mature as follows: $27.5 million in 2020, $25.7 million in 2021, $20.1 million in 2022, $18.9 million in 2023, $18.2 million in 2024 and $127 million thereafter. Operating expense and short term lease costs total $12.6 million for the year ended December 31, 2019. BOKF, NA is obligated under a long-term lease for its bank premises in downtown Tulsa. The original lease dated November 1, 1976 was renegotiated on July 1, 2019. The new lease will terminate on December 31, 2034. The Company has the option to renew for an additional 10 years. Premises leases may include options to renew at then current market rates and may include escalation provisions based upon changes in consumer price index or similar benchmarks.

The Company may lease owned properties or sublease unoccupied leased facilities. Income on these leases is immaterial.





113


(6) Goodwill and Intangible Assets

On October 1, 2018, the Company acquired CoBiz Financial, Inc. ("CoBiz"), parent company of CoBiz Bank. The Company paid total consideration of $944 million, which included $243 million in cash along with the issuance of 7.2 million shares of BOK Financial common stock valued at $701 million in exchange for all the outstanding shares of CoBiz. Goodwill acquired was attributed to synergies expected to be gained through consolidation of administrative functions resulting in cost savings. The purchase price allocation was completed in 2019 with no significant change from the preliminary purchase price allocation.
 
 
 

On May 1, 2018, the Company acquired a majority voting interest in Switchgrass Holdings, LLC, a restaurant franchise owner and operator, pursuant to merchant banking regulations and restrictions. The purchase price for the acquisition was $14 million and included $6.7 million of intangible assets.

The following table presents the original cost and accumulated amortization of intangible assets (in thousands):
 
 
Dec. 31,
 
 
2019
 
2018
Core deposit premiums
 
$
103,200

 
$
103,200

Less accumulated amortization
 
19,364

 
5,032

Net core deposit premiums
 
83,836

 
98,168

 
 
 
 
 
Other identifiable intangible assets
 
74,372

 
63,497

Less accumulated amortization
 
32,937

 
26,816

Net other identifiable intangible assets
 
41,435

 
36,681

 
 
 
 
 
Total intangible assets, net
 
$
125,271

 
$
134,849



Expected amortization expense for intangible assets that will continue to be amortized (in thousands):
 
 
Core
Deposit
Premiums
 
Other
Identifiable
Intangible Assets
 
Total
2020
 
$
12,892

 
$
7,405

 
$
20,297

2021
 
11,893

 
6,706

 
18,599

2022
 
10,981

 
5,339

 
16,320

2023
 
10,145

 
4,298

 
14,443

2024
 
9,379

 
3,284

 
12,663

Thereafter
 
28,546

 
14,403

 
42,949

 
 
$
83,836

 
$
41,435

 
$
125,271



The changes in the carrying value of goodwill by operating segment are as follows (in thousands):
 
 
Commercial Banking
 
Consumer Banking
 
Wealth
Management
 
Funds Management and Other
 
Total
Balance, December 31, 2017
 
313,270

 
43,458

 
90,702

 
—

 
447,430

Goodwill recognized during 20181
 
—

 
—

 
—

 
601,833

 
601,833

Balance, December 31, 2018
 
313,270

 
43,458

 
90,702

 
601,833

 
1,049,263

Adjustment1
 
600,661

 
—

 
—

 
(601,833
)
 
(1,172
)
Balance, December 31, 2019
 
$
913,931

 
$
43,458

 
$
90,702

 
$
—

 
$
1,048,091


1 
Goodwill related to the CoBiz acquisition was not yet allocated to the operating segments as of December 31, 2018 and was included in Funds Management and Other in 2018 then allocated during 2019.


114


The annual goodwill evaluations for 2019 and 2018 did not indicate impairment for any reporting unit. Economic conditions did not indicate that impairment existed for any identifiable intangible assets and therefore no impairment evaluation was performed.
(7) Mortgage Banking Activities

Residential Mortgage Loan Production

The Company originates, markets and services conventional and government-sponsored residential mortgage loans. Generally, conforming fixed rate residential mortgage loans are held for sale in the secondary market and non-conforming and adjustable-rate residential mortgage loans are held for investment. The volume of mortgage loans originated for sale and secondary market prices are the primary drivers of originating and marketing revenue.

Residential mortgage loan commitments are generally outstanding for 60 to 90 days, which represents the typical period from commitment to originate a residential mortgage loan to when the closed loan is sold to an investor. Residential mortgage loan commitments are subject to both credit and interest rate risk. Credit risk is managed through underwriting policies and procedures, including collateral requirements, which are generally accepted by the secondary loan markets. Exposure to interest rate fluctuations is partially managed through forward sales of residential mortgage-backed securities and forward sales contracts. These latter contracts set the price for loans that will be delivered in the next 60 to 90 days.

The unpaid principal balance of residential mortgage loans held for sale, notional amounts of derivative contracts related to residential mortgage loan commitments and forward contract sales and their related fair values included in Mortgage loans held for sale on the Consolidated Balance Sheets were (in thousands):
 
 
December 31, 2019
 
December 31, 2018
 
 
Unpaid Principal Balance/
Notional
 
Fair Value
 
Unpaid Principal Balance/
Notional
 
Fair Value
Residential mortgage loans held for sale
 
$
175,117

 
$
177,703

 
$
145,057

 
$
146,971

Residential mortgage loan commitments
 
158,460

 
5,233

 
160,848

 
5,378

Forward sales contracts
 
315,203

 
(665
)
 
274,000

 
(3,128
)
 
 
 

 
$
182,271

 
 

 
$
149,221



No residential mortgage loans held for sale were 90 days or more past due or considered impaired as of December 31, 2019 or December 31, 2018. No credit losses were recognized on residential mortgage loans held for sale for the years ended December 31, 2019, 2018 and 2017.

Mortgage banking revenue was as follows (in thousands):
 
 
Year Ended
 
 
2019
 
2018
 
2017
Production revenue:
 
 
 
 
 
 
Net realized gains on sales of mortgage loans
 
$
39,730

 
$
36,379

 
$
45,128

Net change in unrealized gain on mortgage loans held for sale
 
672

 
(674
)
 
2,031

Net change in the fair value of mortgage loan commitments
 
(145
)
 
(1,145
)
 
(3,210
)
Net change in the fair value of forward sales contracts
 
2,463

 
(2,870
)
 
(5,451
)
Total mortgage production revenue
 
42,720

 
31,690

 
38,498

Servicing revenue
 
64,821

 
66,097

 
66,221

Total mortgage banking revenue
 
$
107,541

 
$
97,787

 
$
104,719



Mortgage production revenue includes gain (loss) on residential mortgage loans held for sale and changes in the fair value of derivative contracts not designated as hedging instruments related to residential mortgage loan commitments and forward sales contracts. Servicing revenue includes servicing fee income and late charges on loans serviced for others.


115

Residential Mortgage Servicing

The Company generally retains the right to service residential mortgage loans sold and may purchase mortgage servicing rights. The unpaid principal balance of loans serviced for others is the primary driver of servicing revenue.

The following represents a summary of mortgage servicing rights (Dollars in thousands):
 
 
December 31,
 
 
2019
 
2018
 
2017
Number of residential mortgage loans serviced for others
 
126,828

 
132,463

 
136,528

Outstanding principal balance of residential mortgage loans serviced for others
 
$
20,727,106

 
$
21,658,335

 
$
22,046,632

Weighted average interest rate
 
3.98
%
 
3.99
%
 
3.94
%
Remaining contractual term (in months)
 
289

 
293

 
297



Activity in capitalized mortgage servicing rights during the three years ended December 31, 2019 is as follows (in thousands):
Balance, December 31, 2016
 
$
247,073

Additions, net
 
39,149

Change in fair value due to loan runoff
 
(33,527
)
Change in fair value due to market changes
 
172

Balance, December 31, 2017
 
252,867

Additions, net
 
35,247

Change in fair value due to loan runoff
 
(33,528
)
Change in fair value due to market changes
 
4,668

Balance, December 31, 2018
 
259,254

Additions, net
 
35,128

Change in fair value due to loan runoff
 
(38,979
)
Change in fair value due to market changes
 
(53,517
)
Balance, December 31, 2019
 
$
201,886


Changes in the fair value of mortgage servicing rights due to market changes are included in Other operating revenue in the Consolidated Statements of Earnings. Changes in fair value due to loan runoff are included in Mortgage banking costs. 

Mortgage servicing rights are not traded in active markets. Fair value is determined by discounting the projected net cash flows. Significant assumptions used to determine fair value considered to be significant unobservable inputs were as follows:
 
 
December 31,
 
 
2019
 
2018
Discount rate – risk-free rate plus a market premium
 
9.81%
 
9.90%
Prepayment rate - based upon loan interest rate, original term and loan type
 
8.28% - 16.05%
 
8.05% - 15.74%
Loan servicing costs – annually per loan based upon loan type:
 
 
 
 
Performing loans
 
$68 - $94
 
$67 - $93
Delinquent loans
 
$150 - $500
 
$150 - $500
Loans in foreclosure
 
$1,000 - $4,000
 
$1,000 - $4,000
Primary/secondary mortgage rate spread
 
104 bps
 
105 bps
Escrow earnings rate – indexed to rates paid on deposit accounts with comparable average life
 
1.73%
 
2.57%
Delinquency rate
 
2.73%
 
2.74%


Changes in primary residential mortgage interest rates directly affect the prepayment speeds used in valuing our mortgage servicing rights. A separate third party model is used to estimate prepayment speeds based on interest rates, housing turnover rates, estimated loan curtailment, anticipated defaults and other relevant factors. The prepayment model is updated periodically for changes in market conditions and adjusted to better correlate with actual performance of BOK Financial’s servicing portfolio.

116


(8) Deposits
 
Interest expense on deposits is summarized as follows (in thousands):
 
 
 
Year Ended December 31,
 
 
2019
 
2018
 
2017
Transaction deposits
 
$
132,854

 
$
65,859

 
$
28,627

Savings
 
677

 
439

 
359

Time:
 
 
 
 
 
 
Certificates of deposits under $100,000
 
8,299

 
5,751

 
7,702

Certificates of deposits $100,000 and over
 
29,288

 
19,739

 
12,393

Other time deposits
 
4,420

 
3,729

 
4,722

Total time
 
42,007

 
29,219

 
24,817

Total
 
$
175,538

 
$
95,517

 
$
53,803


 
The aggregate amounts of time deposits in denominations of $250,000 or more at December 31, 2019 and 2018 were $845 million and $756 million, respectively.

Time deposit maturities are as follows:  2020 – $1.5 billion, 2021 – $230 million, 2022 – $104 million, 2023 – $103 million, 2024 – $55 million and $228 million thereafter. 

The aggregate amount of overdrawn customer transaction deposits that have been reclassified as loan balances was $8.7 million at December 31, 2019 and $27 million at December 31, 2018.

117


(9) Other Borrowed Funds
 
Information relating to other borrowings is summarized as follows (dollars in thousands):

 
 
As of
 
Year Ended
 
 
December 31, 2019
 
December 31, 2019
 
 
Balance
 
Rate
 
Average Balance
 
Rate
 
Maximum
Outstanding
At Any
Month End
Funds purchased
 
3,390,528

 
1.53
%
 
2,438,376

 
2.08
%
 
3,390,528

Repurchase agreements
 
427,822

 
0.50
%
 
399,785

 
0.57
%
 
427,822

Other borrowings:
 
 
 
 
 
 
 
 
 
 
Federal Home Loan Bank advances
 
4,500,000

 
1.79
%
 
7,122,466

 
2.44
%
 
8,000,000

GNMA repurchase liability
 
15,417

 
4.32
%
 
13,746

 
4.47
%
 
19,581

Other
 
11,638

 
5.09
%
 
11,144

 
5.30
%
 
34,676

Total other borrowings
 
4,527,055

 
 
 
7,147,356

 
2.45
%
 
 
Subordinated debentures1
 
275,923

 
5.15
%
 
276,075

 
5.47
%
 
275,923

Total other borrowed funds
 
$
8,621,328

 
 
 
$
10,261,592

 
2.37
%
 
 

 
 
As of
 
Year Ended
 
 
December 31, 2018
 
December 31, 2018
 
 
Balance
 
Rate
 
Average Balance
 
Rate
 
Maximum
Outstanding
At Any
Month End
Funds purchased
 
402,450

 
2.34
%
 
419,322

 
1.89
%
 
949,531

Repurchase agreements
 
615,961

 
0.36
%
 
464,582

 
0.28
%
 
615,961

Other borrowings:
 
 
 
 
 
 
 
 
 
 
Federal Home Loan Bank advances
 
6,100,000

 
2.65
%
 
6,207,142

 
2.06
%
 
6,500,000

GNMA repurchase liability
 
15,552

 
4.43
%
 
14,783

 
4.47
%
 
16,529

Other
 
8,838

 
2.90
%
 
14,516

 
2.67
%
 
20,422

Total other borrowings
 
6,124,390

 
 
 
6,236,441

 
2.07
%
 
 
Subordinated debentures1
 
275,913

 
5.34
%
 
177,884

 
5.52
%
 
275,913

Total other borrowed funds
 
$
7,418,714

 
 
 
$
7,298,229

 
2.03
%
 
 

 
 
As of
 
Year Ended
 
 
December 31, 2017
 
December 31, 2017
 
 
Balance
 
Rate
 
Average Balance
 
Rate
 
Maximum
Outstanding
At Any
Month End
Funds purchased
 
58,628

 
1.00
%
 
58,064

 
0.73
%
 
80,967

Repurchase agreements
 
516,335

 
0.17
%
 
433,791

 
0.10
%
 
536,094

Other borrowings:
 
 
 
 
 
 
 
 
 
 
Federal Home Loan Bank advances
 
5,100,000

 
1.47
%
 
5,882,466

 
1.13
%
 
6,200,000

GNMA repurchase liability
 
19,947

 
4.22
%
 
20,509

 
4.59
%
 
24,139

Other
 
14,950

 
2.61
%
 
16,317

 
3.35
%
 
18,610

Total other borrowings
 
5,134,897

 
 
 
5,919,292

 
1.15
%
 
 
Subordinated debentures1
 
144,677

 
5.60
%
 
147,954

 
5.57
%
 
151,875

Total other borrowed funds
 
$
5,854,537

 
 
 
$
6,559,101

 
1.18
%
 
 

1 Parent Company only.

118


Aggregate annual principal repayments at December 31, 2019 are as follows (in thousands):
2020
 
$
8,335,742

2021
 
1,244

2022
 
575

2023
 
1,454

2024
 
3,599

Thereafter
 
278,714

Total
 
$
8,621,328



Funds purchased are unsecured and generally mature within one day to ninety days from the transaction date. Securities repurchase agreements are recorded as secured borrowings that generally mature within ninety days and are secured by certain available for sale securities. 

Additional information relating to securities sold under agreements to repurchase and related liabilities at December 31, 2019 and 2018 is as follows (dollars in thousands):
 
 
December 31, 2019
 
 
Amortized
 
Fair
 
Repurchase
 
 
Security Sold/Maturity
 
Cost
 
Value
 
Liability1
 
Rate
 
 
 
 
 
 
 
 
 
U.S. government agency mortgage-backed securities:
 
 
 
 
 
 
 
 
Overnight1
 
$
431,939

 
$
435,898

 
$
427,822

 
0.50
%
Long-term
 
—

 
—

 
—

 
—
%
Total Agency Securities
 
$
431,939

 
$
435,898

 
$
427,822

 
0.50
%
 
 
 
 
 
 
 
 
 
 
 
December 31, 2018
 
 
Amortized
 
Fair
 
Repurchase
 
 
Security Sold/Maturity
 
Cost
 
Value
 
Liability1
 
Rate
 
 
 
 
 
 
 
 
 
U.S. government agency mortgage-backed securities:
 
 

 
 

 
 

 
 

Overnight1
 
$
636,864

 
$
628,229

 
$
615,961

 
0.36
%
Long-term
 
—

 
—

 
—

 
—
%
Total Agency Securities
 
$
636,864

 
$
628,229

 
$
615,961

 
0.36
%
1 
BOK Financial maintains control over the securities underlying overnight repurchase agreements and generally transfers control over securities underlying longer-term dealer repurchase agreements to the respective counterparty.

Borrowings from the Federal Home Loan Banks are used for funding purposes. In accordance with policies of the Federal Home Loan Banks, BOK Financial has granted a blanket pledge of eligible assets (generally unencumbered U.S. Treasury and residential mortgage-backed securities, 1-4 family loans and multifamily loans) as collateral for these advances. The Federal Home Loan Banks have issued letters of credit totaling $661 million to secure BOK Financial’s obligations to depositors of public funds. The unused credit available to BOK Financial at December 31, 2019 pursuant to the Federal Home Loan Bank’s collateral policies is $4.9 billion.

In 2016, BOK Financial issued $150 million of subordinated debt that will mature on June 30, 2056. Interest on this debt bears an interest rate of 5.375%, payable quarterly. On June 30, 2021, BOK Financial will have the option to redeem the debt at the principal amount plus accrued interest, subject to regulatory approval.

As a result of the acquisition of CoBiz Financial, we obtained $60 million of subordinated debt issued in June 2015 that will mature on June 25, 2030. This debt bears interest at the rate of 5.625% through June 2025 and thereafter, the notes will bear interest at an annual floating rate equal to three-month LIBOR plus 3.17%. The debt contains a call option that allows for repayment prior to contractual maturity. The call option is available on June 25, 2025 and quarterly thereafter at 100% of the principal amount.


119


Also through CoBiz Financial, we acquired junior subordinated debentures split across three issuance tranches. Junior subordinated debentures of $21 million will mature September 17, 2033 and bear an interest rate of three-month LIBOR plus 2.95% that resets quarterly. Junior subordinated debentures of $31 million will mature on July 23, 2034 and bear an interest rate of three-month LIBOR plus 2.60% that resets quarterly. Junior subordinated debentures of $20 million will mature on September 30, 2035 and bear an interest rate of three-month LIBOR plus 1.45% that resets quarterly. The junior subordinated debentures are subject to early redemption prior to maturity.

BOK Financial Securities, Inc. may borrow funds from Pershing, LLC ("Pershing"), a clearing broker/dealer and a wholly owned subsidiary of Bank of New York Mellon, for the purposes of financing securities purchases or to facilitate funding of investment banking activities, on terms to be negotiated at the time of the borrowing. BOK Financial Securities, Inc. had no borrowings outstanding at December 31, 2019 and none at December 31, 2018.

The Company has a liability related to the repurchase of certain delinquent residential mortgage loans previously sold into GNMA mortgage pools. Interest is payable at rates contractually due to investors.

120

(10) Federal and State Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of deferred tax assets and liabilities are as follows (in thousands):

 
December 31,
 
2019
 
2018
Deferred tax assets:
 
 
 
Credit loss reserves
$
50,611

 
$
49,804

Lease liability
46,084

 
—

Deferred compensation
25,976

 
25,608

Purchased loan discount
18,042

 
27,283

Unearned fees
9,080

 
9,814

Share-based compensation
7,392

 
4,434

Valuation adjustments
1,545

 
9,619

Available for sale securities mark to market
—

 
24,441

Other
26,384

 
31,489

Total deferred tax assets
185,114

 
182,492

 
 
 
 
Deferred tax liabilities:
 
 
 
Mortgage servicing rights
48,435

 
61,844

Right-of-use asset
42,180

 
—

Available for sale securities mark to market
33,140

 
—

Acquired identifiable intangible
23,181

 
28,620

Depreciation
18,909

 
15,966

Lease financing
10,720

 
10,040

Other
34,826

 
30,566

Total deferred tax liabilities
211,391

 
147,036

Net deferred tax assets (liabilities)
$
(26,277
)
 
$
35,456



No valuation allowance was necessary on deferred tax assets as of December 31, 2019 and 2018.

The significant components of the provision for income taxes attributable to continuing operations for BOK Financial are shown below (in thousands):
 
Year Ended December 31,
 
2019
 
2018
 
2017
Current income tax expense:
 
 
 
 
 
Federal
$
110,887

 
$
103,748

 
$
141,607

State
15,088

 
15,253

 
14,592

Total current income tax expense
125,975

 
119,001

 
156,199

 
 
 
 
 
 
Deferred income tax expense:
 
 
 
 
 
Federal
3,416

 
(190
)
 
25,525

State
792

 
250

 
869

Total deferred income tax expense
4,208

 
60

 
26,394

Total income tax expense
$
130,183

 
$
119,061

 
$
182,593




121

The reconciliations of income attributable to continuing operations at the U.S. federal statutory tax rate to income tax expense are as follows (in thousands):
 
Year Ended December 31,
 
2019
 
2018
 
2017
Amount:
 
 
 
 
 
Federal statutory tax
$
132,482

 
$
118,752

 
$
181,397

Tax exempt revenue
(12,227
)
 
(8,311
)
 
(12,402
)
Effect of state income taxes, net of federal benefit
12,715

 
12,430

 
10,701

Utilization of tax credits, net of proportional amortization of low-income housing limited partnership investments
(5,127
)
 
(4,559
)
 
(6,811
)
Other, net
2,340

 
749

 
9,708

Total income tax expense
$
130,183

 
$
119,061

 
$
182,593


 
Year Ended December 31,
 
2019
 
2018
 
2017
Percent of pretax income:
 
 
 
 
 
Federal statutory tax
21.0
 %
 
21.0
 %
 
35.0
 %
Tax exempt revenue
(1.9
)
 
(1.5
)
 
(2.4
)
Effect of state income taxes, net of federal benefit
2.0

 
2.2

 
2.0

Utilization of tax credits, net of proportional amortization of low-income housing limited partnership investments
(0.8
)
 
(0.8
)
 
(1.3
)
Other, net
0.3

 
0.2

 
1.9

Total
20.6
 %
 
21.1
 %
 
35.2
 %


A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):
 
2019
 
2018
 
2017
Balance as of January 1
$
18,869

 
$
18,110

 
$
15,841

Additions for tax for current year positions
5,649

 
2,649

 
4,645

Settlements during the period
—

 
—

 
—

Lapses of applicable statute of limitations
(4,053
)
 
(1,890
)
 
(2,376
)
Balance as of December 31
$
20,465

 
$
18,869

 
$
18,110



Of the above unrecognized tax benefits, $14.7 million, if recognized, would have affected the effective tax rate.

BOK Financial recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. The Company recognized $2.2 million for 2019, $1.7 million for 2018 and $1.2 million for 2017 in interest and penalties. The Company had approximately $5.6 million and $5.0 million accrued for the payment of interest and penalties at December 31, 2019 and 2018, respectively. Federal statutes remain open for federal tax returns filed in the previous three reporting periods. Various state income tax statutes remain open for the previous three to six reporting periods.

122

(11) Employee Benefits

BOK Financial sponsors a defined benefit cash balance Pension Plan for all employees who satisfy certain age and service requirements. Pension Plan benefits were curtailed as of April 1, 2006. No participants may be added to the plan and no additional service benefits will be accrued. Interest continues to accrue on employees' account balances at a variable rate tied to the five-year trailing average of five-year U.S. Treasury securities plus 1.5%. The rate has a floor of 3.0% and a ceiling of 5.0%. The 2019 quarterly variable rates ranged from 3.32% to 3.40%.

The projected benefit obligation and fair value of plan assets, respectively, were $24.5 million and $36.4 million at December 31, 2019 and $24.5 million and $33.6 million at December 31, 2018. The net periodic benefit credit was $815 thousand for December 31, 2019, $583 thousand for December 31, 2018 and $704 thousand for December 31, 2017. Total expected future benefit payments related to the Pension Plan were $27.8 million at December 31, 2019.

The following table presents the weighted-average assumptions used in the measurement of the Company's net periodic benefit cost as of December 31:
 
 
2019
 
2018
Discount rate
 
4.10
%
 
3.30
%
Expected return on plan assets
 
5.50
%
 
5.50
%

 
 

Assets of the Pension Plan consist primarily of shares in the Cavanal Hill Active Core Fund. The stated objective of this fund is to provide an attractive total return with a well-balanced mix of equities and bonds. The typical portfolio mix is approximately 60% equities and 40% bonds. The net asset value of shares in the Cavanal Hill Funds is reported daily based on market quotations for the Fund’s securities. Management considers the Fund's recent and long-term performance as indicators when setting the expected return on plan assets. No minimum contribution was required for 2019, 2018 or 2017.

Employee contributions to the Thrift Plan are eligible for Company matching equal to 6% of base compensation, as defined in the plan. The Company-provided matching contribution rates range from 50% for employees with less than 4 years of service to 200% for employees with 15 or more years of service. Additionally, a maximum Company-provided, non-elective annual contribution of up to $750 per participant is provided for employees whose annual base compensation is less than $40,000. Participants may direct investments in their accounts to a variety of options, including a BOK Financial common stock fund and Cavanal Hill funds. Employer contributions, which are invested in accordance with the participant’s investment options, vest over five years. Thrift Plan expenses were $27.6 million for 2019, $25.1 million for 2018 and $22.8 million for 2017.


123


(12) Share-Based Compensation Plans

The shareholders and Board of Directors of BOK Financial have approved various share-based compensation plans. An independent compensation committee of the Board of Directors determines the number of awards granted to the Chief Executive Officer and other senior executives. Share-based compensation is granted to other officers and employees as determined by the Chief Executive Officer.

The following table presents stock options outstanding under these plans (in thousands, except for per share data):
 
 
Number
 
Weighted-
Average
Exercise
Price
 
Aggregate
Intrinsic
Value
Options outstanding at:
 
 
 
 
 
 
December 31, 2017
 
117,551

 
$
53.26

 
$
4,592

December 31, 2018
 
63,058

 
54.89

 
1,163

December 31, 2019
 
36,100

 
56.75

 
1,106

Options vested at:
 
 
 
 
 
 
December 31, 2017
 
51,286

 
$
48.62

 
$
2,241

December 31, 2018
 
33,573

 
53.09
 
679

December 31, 2019
 
27,193

 
57.08
 
824



No options have been awarded since 2013. At December 31, 2019, the weighted average remaining contractual life of options outstanding was 1.76 years and the weighted average remaining contractual life of vested options was 1.35 years. The aggregate intrinsic value of options exercised was $761 thousand for 2019, $2.3 million for 2018 and $3.5 million for 2017.

The Company also awards restricted stock to certain officers and employees and restricted stock units ("RSUs) to certain executives, (collectively "non-vested shares"). Vesting of all non-vested shares is subject to service requirements. Additionally, vesting of certain non-vested shares is subject to performance criteria based on changes in the Company's earnings per share relative to defined peers. The following represents a summary of the non-vested shares for the three years ended December 31, 2019 (in thousands):
 
 
Restricted Stock
 
Restricted Stock Units
 
 
Shares
 
Weighted
Average
Grant Date
Fair Value
 
Units
 
Weighted
Average
Grant Date
Fair Value
Non-vested at January 1, 2017
 
786,706

 
 
 
—

 
 
Granted
 
177,807

 
$
86.95

 
—

—

—

Vested
 
(194,419
)
 
63.07

 
—

 
—

Forfeited
 
(102,991
)
 
78.70

 
—

 
—

Non-vested at December 31, 2017
 
667,103

 
 
 
—

 
 
Granted
 
150,419

 
$
85.58

 
—

 
—

Vested
 
(242,215
)
 
74.85

 
—

 
—

Forfeited
 
(47,700
)
 
75.68

 
—

 
—

Non-vested at December 31, 2018
 
527,607

 
 
 
—

 
 
Granted
 
145,724

 
$
76.74

 
46,689

 
$
87.40

Vested
 
(114,201
)
 
61.28

 
—

 
—

Forfeited
 
(131,952
)
 
83.69

 
—

 
—

Non-vested at December 31, 2019
 
427,178

 
 
 
46,689

 
 


Compensation expense recognized on non-vested shares totaled $15.1 million for 2019, $3.6 million for 2018 and $23.2 million for 2017. Unrecognized compensation cost of non-vested shares totaled $14.9 million at December 31, 2019. We expect to recognize compensation expense of $9.4 million in 2020, $5.3 million in 2021, and $144 thousand in 2022. 


124


Compensation cost for restricted stock units is variable based on the current fair value of BOK Financial common shares. Vesting of 222,164 non-vested shares may be increased or decreased based on performance criteria defined in the plan documents.
(13) Related Parties

In compliance with applicable banking regulations, the Company may extend credit to certain executive officers, directors, principal shareholders and their affiliates (collectively referred to as “related parties”) in the ordinary course of business. The Company’s loans to related parties do not involve more than the normal credit risk.

Activity in loans to related parties is summarized as follows (in thousands):

 
 
Year Ended December 31,
 
 
2019
 
2018
Beginning balance
 
$
75,265

 
$
110,246

Advances
 
886,610

 
1,479,735

Payments
 
(896,643
)
 
(1,514,841
)
Adjustments1
 
9,957

 
125

Ending balance
 
$
75,189

 
$
75,265

1 
Adjustments generally consist of changes in status as a related party.
 
As defined by banking regulations, loan commitments and equity investments from the subsidiary banks to a single affiliate may not exceed 10% of unimpaired capital and surplus while loan commitments and equity investments to all affiliates may not exceed 20% of unimpaired capital and surplus. All loans to affiliates must be fully secured by eligible collateral. At December 31, 2019, loan commitments and equity investments were limited to $370 million to a single affiliate and $739 million to all affiliates. The largest loan commitment and equity investment to a single affiliate was $257 million and the aggregate loan commitments and equity investments to all affiliates were $392 million. The largest outstanding amount to a single affiliate at December 31, 2019 was $4.3 million and the total outstanding amounts to all affiliates were $5.0 million. At December 31, 2018, total loan commitments and equity investments to all affiliates were $313 million and the total outstanding amounts to all affiliates were $883 thousand.

Certain related parties are customers of the Company for services other than loans, including consumer banking, corporate banking, risk management, wealth management, brokerage and trading, or fiduciary/trust services. The Company engages in transactions with related parties in the ordinary course of business in compliance with applicable regulations.

QuikTrip Corporation has entered into a fee sharing agreement with TransFund, BOKF’s electronic funds transfer network (“TransFund”), respecting transactions completed at TransFund automated teller machines placed in QuikTrip locations. In 2019, BOKF paid QuikTrip approximately $10.0 million pursuant to this agreement. A BOK Financial director is Chief Executive Officer, Chairman, and a significant shareholder of QuikTrip Corporation.

Cavanal Hill Investment Management, Inc., a wholly-owned subsidiary of BOKF, NA, is the administrator to and investment advisor for the Cavanal Hill Funds (the "Funds"), a diversified, open-ended investment company established as a business trust under the Investment Company Act of 1940 (the "1940 Act"). BOKF, NA is custodian and Cavanal Hill Distributors, Inc. is distributor for the Funds. The Funds’ products are offered to customers, employee benefit plans, trusts and the general public in the ordinary course of business. Approximately 84% of the Funds’ assets of $3.7 billion are held for the Company's clients. A Company executive officer serves on the Funds' board of trustees and officers of BOKF, NA serve as president and secretary of the Funds. A majority of the members of the Funds’ board of trustees are, however, independent of the Company and the Funds are managed by its board of trustees.

125

(14)  Commitments and Contingent Liabilities

Litigation Contingencies

As a member of Visa, BOK Financial is obligated for a proportionate share of certain covered litigation losses incurred by Visa under a retrospective responsibility plan. A contingent liability was recognized for the Company’s share of Visa’s covered litigation liabilities. Visa funded an escrow account to cover litigation claims, including covered litigation losses under the retrospective responsibility plan, with proceeds from its initial public offering in 2008 and from available cash. 

BOK Financial currently owns 252,233 Visa Class B shares which are convertible into 409,324 shares of Visa Class A shares after the final settlement of all covered litigation. Class B shares may be diluted in the future if the escrow fund is not adequate to cover future covered litigation costs. No value has been currently assigned to the Class B shares.

On June 24, 2015, BOKF, NA received a complaint alleging that an employee had colluded with a bond issuer and an
individual in misusing revenues pledged to municipal bonds for which BOKF, NA served as trustee under the bond indenture. The Company conducted an investigation and concluded that employees in one of its Corporate Trust offices had, with respect to a single group of affiliated bond issuances, violated Company policies and procedures by waiving financial covenants, granting forbearances and accepting, without disclosure to the bondholders, debt service payments from sources other than pledged revenues. The relationship manager was terminated. The Company reported the circumstances to, and cooperated with an investigation by, the Securities and Exchange Commission ("SEC").

On December 28, 2015, in an action brought by the SEC, the United States District Court for the District of New Jersey entered a judgment against the principals involved in issuing the bonds, precluding the principals from denying the alleged violations of the federal securities laws and requiring the principals to pay all outstanding principal, accrued interest, and other amounts required under the bond documents, less the value of the facilities securing repayment of the bonds, subject to oversight by a court appointed monitor (“Payment Plan”).

On September 7, 2016, BOKF, NA agreed, and the SEC entered, a consent order finding that BOKF, NA had violated Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act and requiring BOKF, NA to disgorge $1,067,721 of fees and pay a civil penalty of $600,000. BOKF, NA disgorged the fees and paid the penalty. 

On August 26, 2016, BOKF, NA was sued in the United States District Court for New Jersey by two bondholders in a putative class action on behalf of all holders of the bonds alleging BOKF, NA participated in the fraudulent sale of securities by the principals. The New Jersey Federal District Action has been stayed until March 20, 2020. On September 14, 2016, BOKF, NA was sued in the District Court of Tulsa County, Oklahoma by 19 bondholders alleging BOKF, NA participated in the fraudulent sale of securities by the principals. The Tulsa County District Court Action is pending on BOKF, NA’s motion to dismiss. Four separate small groups of bondholders filed arbitration complaints with the Financial Institutions Regulatory Association respecting the bonds and other bonds for which BOKF, NA served as indenture trustee. BOKF, NA challenged the FINRA proceedings in the United States District Court of Nevada. On appeal, the United States Court of Appeals for the Ninth Circuit held BOKF, NA was not subject to FINRA jurisdiction. The four FINRA complaints were then dismissed.

On July 9, 2019, the New Jersey Federal District Court terminated the Payment Plan except with respect to facilities then under contract to be sold as to which the Payment Plan continued until January 17, 2020. On January 8, 2020, the New Jersey District Court entered judgment against the principal individual and his wife for $36,805,051 in principal amount and $10,937,831 in pre-judgment interest. Management is no longer able to conclude that the individual principal and his wife will be successful in paying the obligations they have to pay the bonds in full. Under all circumstances, the obligation of the principals to repay the bonds continues as an obligation not dischargeable in bankruptcy. If the individual principal and his wife do not have the financial ability to pay the bonds in full, a bondholder loss could become probable. Management has been advised by counsel that BOKF, NA has valid defenses to claims of bondholders and that no loss to the company is probable. No provision for losses has been made at this time. BOKF, NA estimates that, upon sale of all facilities securing payment of the bonds, including those currently under contract and those not currently under contract, approximately $20 million will remain outstanding. A reasonable estimate cannot be made of the amount of any bondholder loss, though the amount of bondholder loss could be material to the company in the event a loss to the company becomes probable.


126

On March 5, 2018, BOKF, NA was sued in the Fulton, Georgia County District Court by the administratrix of a deceased resident who had sued for and obtained a judgment for wrongful death against one of the operators of a nursing home financed by one of the bonds which are the subject of the litigation discussed above. The judgment is alleged to total approximately $8 million in principal and interest at this time. Plaintiff alleges that BOKF, in its capacity as indenture trustee for the bonds, colluded with the borrower and others to defraud creditors of the nursing home by misleading the public about the solvency of the nursing home. Plaintiff alleges that this conduct has prevented her from collecting on her judgment. BOKF, NA is advised by counsel that BOKF, NA has valid defenses to the plaintiffs’ claims and no loss is probable.

On March 14, 2017, BOKF, NA was sued in the United States District Court for the Northern District of Oklahoma by bondholders in a second putative class action representing a different set of municipal securities. The bondholders in this second action allege two individuals purchased facilities from the principals who are the subject of the SEC New Jersey proceedings by means of the fraudulent sale of $60 million of municipal securities for which BOKF, NA also served as indenture trustee. The bondholders allege BOKF, NA failed to disclose that the seller of the purchased facilities had engaged in the conduct complained of in the New Jersey action. BOKF, NA properly performed all duties as indenture trustee of this second set of municipal securities, timely commenced proceedings against the issuer of the securities when default occurred, is cooperating with the SEC in actions against the two principals, is not a target of the SEC proceedings, and has been advised by counsel that BOKF, NA has valid defenses to the claims of these bondholders. Management is advised by counsel that a loss is not probable and that the loss, if any, cannot be reasonably estimated.

On March 7, 2017, a plaintiff filed a putative class action in the United States District Court for the Northern District of Texas alleging an extended overdraft fee charged by BOKF, NA is interest and exceeds permitted rates. On September 18, 2018, the District Court dismissed the Texas action and the plaintiff appealed the dismissal to the United States Court of Appeals for the Fifth Circuit which heard argument on October 8, 2019. On August 22, 2018, a plaintiff filed a second putative class action in the United States District Court for New Mexico making the same allegations as the Texas action. The District Court dismissed the plaintiff’s action. The plaintiffs filed a motion for reconsideration and the action is pending on that motion. Management is advised by counsel that a loss is not probable in either the now dismissed Texas action or the New Mexico action and that the loss, if any, cannot be reasonably estimated.

On July 6, 2018, a plaintiff served a petition in a putative class action in the Oklahoma District Court for Tulsa County Oklahoma alleging BOKF, NA breached its Demand Deposit Agreements by charging overdraft and not sufficient funds fees to deposit accounts on the day of the transaction triggering the fee and by the bank's debit hold process causing overdraft fees. Management is advised by counsel that a loss is not probable and that the loss, if any, cannot be reasonably estimated.

In the ordinary course of business, BOK Financial and its subsidiaries are subject to legal actions and complaints. Management believes, based upon the opinion of counsel, that the actions and liability or loss, if any, resulting from the final outcomes of the proceedings, will not have a material effect on the Company’s financial condition, results of operations or cash flows.

Alternative Investment Commitments

The Company sponsors a private equity fund and invests in several tax credit entities and other funds as permitted by banking regulations. Consolidation of these investments is based on the variable interest model.

At December 31, 2019, the Company has $259 million in interests in various alternative investments generally consisting of unconsolidated limited partnership interests in entities for which investment return is in the form of low income housing tax credits or other investments in merchant banking activities. The investment balance also included of $82 million in unfunded commitments included in Other liabilities on the Consolidated Balance Sheets. At December 31, 2018 , the Company had $237 million in interests in various alternative investments and included $74 million in unfunded commitments included in Other liabilities.

Other Commitments and Contingencies

Cavanal Hill Funds’ assets include U.S. Treasury and government securities money market funds. Assets of these funds consist of highly-rated, short-term obligations of the U.S. Treasury and Agencies. The net asset value of units in these funds was $1.00 at December 31, 2019. An investment in these funds is not insured by the Federal Deposit Insurance Corporation or guaranteed by BOK Financial or any of its subsidiaries. BOK Financial may, but is not obligated to purchase assets from these funds to maintain the net asset value at $1.00. No assets were purchased from the funds in 2019 or 2018.


127

The Federal Reserve Bank requires member banks to maintain certain minimum average cash balances. Member banks may satisfy reserve balance requirements through holdings of vault cash and balances maintained directly with a Federal Reserve Bank. The combined average balance of vault cash and balances held at the Federal Reserve Bank was $618 million for the year ended December 31, 2019 and $1.2 billion for the year ended December 31, 2018.
(15) Shareholders Equity

Preferred Stock
 
One billion shares of preferred stock with a par value of $0.00005 per share are authorized. The Series A Preferred Stock has no voting rights except as otherwise provided by Oklahoma corporate law and may be converted into one share of Common Stock for each 36 shares of Series A Preferred Stock at the option of the holder. Dividends are cumulative at an annual rate of ten percent of the $0.06 per share liquidation preference value when declared and are payable in cash. Aggregate liquidation preference is $15 million. No Series A Preferred Stock was outstanding in 2019, 2018 or 2017.
 
Common Stock
 
Common stock consists of 2.5 billion authorized shares with a $0.00006 par value. Holders of common shares are entitled to one vote per share at the election of the Board of Directors and on any question arising at any shareholders’ meeting and to receive dividends when and as declared. Additionally, regulations restrict the ability of national banks and bank holding companies to pay dividends.
 
Subsidiary Banks
 
The amounts of dividends that BOK Financial’s subsidiary bank can declare and the amounts of loans the subsidiary bank can extend to affiliates are limited by various federal banking regulations and state corporate law. Generally, dividends declared during a calendar year are limited to net profits, as defined, for the year plus retained profits for the preceding two years. Dividends are further restricted by minimum capital requirements. 

Regulatory Capital

BOK Financial and the subsidiary bank is subject to various capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and additional discretionary actions by regulators that could have a material effect on BOK Financial's operations. These capital requirements include quantitative measures of assets, liabilities and certain off-balance sheet items. The capital standards are also subject to qualitative judgments by the regulators.

New capital rules were effective for BOK Financial on January 1, 2015. Components of these rules phased in through January 1, 2019. A bank falling below the minimum capital requirements, including the capital conservation buffer, would be subject to regulatory restrictions on capital distributions (including but not limited to dividends and share repurchases) and executive bonus payments. For a banking institution to qualify as well capitalized, Common Equity Tier 1, Tier I, Total and Leverage capital ratios must be at least 6.5%, 8%, 10% and 5%, respectively. Tier I capital consists primarily of common stockholders' equity, excluding unrealized gains or losses on available for sale securities, less goodwill, core deposit premiums and certain other intangible assets. Total capital consists primarily of Tier I capital plus preferred stock, subordinated debt and allowances for credit losses, subject to certain limitations. The subsidiary banks exceeded the regulatory definition of well capitalized as of December 31, 2019 and December 31, 2018.


128

A summary of regulatory capital minimum requirements and levels follows (dollars in thousands):
 
 
Minimum Capital Requirement
 
Capital Conservation Buffer1
 
Minimum Capital Requirement Including Capital Conservation Buffer
 
Well Capitalized Bank Requirement
 
December 31, 2019
 
December 31, 2018
Common Equity Tier 1 Capital (to Risk Weighted Assets):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
 
4.50%
 
2.50%
 
7.00%
 
N/A
 
$
3,608,821

 
11.39
%
 
$
3,356,524

 
10.92
%
BOKF, NA
 
4.50%
 
N/A
 
4.50%
 
6.50%
 
3,414,446

 
10.90
%
 
2,894,119

 
10.50
%
CoBiz Bank2
 
4.50%
 
N/A
 
4.50%
 
6.50%
 
—

 
—
%
 
317,944

 
10.65
%
Tier I Capital (to Risk Weighted Assets):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
 
6.00%
 
2.50%
 
8.50%
 
N/A
 
$
3,608,821

 
11.39
%
 
$
3,356,524

 
10.92
%
BOKF, NA
 
6.00%
 
N/A
 
6.00%
 
8.00%
 
3,414,446

 
10.90
%
 
2,894,119

 
10.50
%
CoBiz Bank2
 
6.00%
 
N/A
 
6.00%
 
8.00%
 
—

 
—
%
 
317,944

 
10.65
%
Total Capital (to Risk Weighted Assets):
 
 
 
 
 
 
 
 
 
 

 
 

 
 
 
 
Consolidated
 
8.00%
 
2.50%
 
10.50%
 
N/A
 
$
4,097,087

 
12.94
%
 
$
3,841,684

 
12.50
%
BOKF, NA
 
8.00%
 
N/A
 
8.00%
 
10.00%
 
3,692,010

 
11.79
%
 
3,103,366

 
11.26
%
CoBiz Bank2
 
8.00%
 
N/A
 
8.00%
 
10.00%
 
—

 
—
%
 
382,944

 
12.83
%
Leverage (Tier I Capital to Average Assets):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
 
4.00%
 
N/A
 
4.00%
 
N/A
 
$
3,608,820

 
8.40
%
 
$
3,356,524

 
8.96
%
BOKF, NA
 
4.00%
 
N/A
 
4.00%
 
5.00%
 
3,414,446

 
7.98
%
 
2,894,119

 
8.56
%
CoBiz Bank2
 
4.00%
 
N/A
 
4.00%
 
5.00%
 
—

 
—
%
 
317,944

 
8.25
%

1 
Capital conservation buffer was effective January 1, 2016 and phased in through 2019. The phased in capital conservation buffer was 2.50% at December 31, 2019 and 1.875% at December 31, 2018. The fully phased in requirement of 2.50% is included in the table above.
2 
CoBiz Bank was acquired by BOK Financial effective October 1, 2018 and merged into BOKF, NA during the first quarter of 2019.





129

Accumulated Other Comprehensive Income (Loss)

AOCI includes unrealized gains and losses on available for sale ("AFS") securities and non-credit related unrealized losses on AFS securities for which an other-than-temporary impairment has been recorded in earnings. Unrealized losses on employee benefit plans will be reclassified into income as pension plan costs are recognized over the remaining service period of plan participants. Gains and losses in AOCI are net of deferred income taxes.

A rollforward of the components of accumulated other comprehensive income (loss) is included as follows (in thousands):
 
Unrealized Gain (Loss) on
 
 
 
Available for Sale Securities
 
Employee Benefit Plans
 
Total
Balance, December 31, 2016
$
(9,087
)
 
$
(1,880
)
 
$
(10,967
)
Net change in unrealized gain (loss)
(28,170
)
 
2,018

 
(26,152
)
Reclassification adjustments included in earnings:
 
 
 
 
 
Gain on available for sale securities, net
(4,428
)
 
—

 
(4,428
)
Other comprehensive income (loss), before income taxes
(32,598
)
 
2,018

 
(30,580
)
Federal and state income tax1
(12,708
)
 
785

 
(11,923
)
Other comprehensive income (loss), net of income taxes
(19,890
)

1,233


(18,657
)
Reclassification of stranded accumulated other comprehensive loss related to tax reform
(6,408
)
 
(142
)
 
(6,550
)
Balance, December 31, 2017
(35,385
)
 
(789
)
 
(36,174
)
Transition adjustment for net unrealized gains on equity securities
(2,709
)
 
—

 
(2,709
)
Net change in unrealized gain (loss)
(46,941
)
 
(1,069
)
 
(48,010
)
Reclassification adjustments included in earnings:
 
 
 
 
 
Loss on available for sale securities, net
2,801

 
—

 
2,801

Other comprehensive income (loss), before income taxes
(44,140
)
 
(1,069
)
 
(45,209
)
Federal and state income tax2
(11,235
)
 
(272
)
 
(11,507
)
Other comprehensive income (loss), net of income taxes
(32,905
)

(797
)

(33,702
)
Balance, December 31, 2018
(70,999
)
 
(1,586
)
 
(72,585
)
Net change in unrealized gain (loss)
239,017

 
2,030

 
241,047

Reclassification adjustments included in earnings:
 
 
 
 
 
Gain on available for sale securities, net
(5,597
)
 
—

 
(5,597
)
Other comprehensive income (loss), before income taxes
233,420

 
2,030

 
235,450

Federal and state income tax2
57,425

 
517

 
57,942

Other comprehensive income (loss), net of income taxes
175,995


1,513


177,508

Balance, December 31, 2019
$
104,996

 
$
(73
)
 
$
104,923


1 
Calculated using a 39 percent blended federal and state statutory tax rate.
2 
Calculated using a 25 percent blended federal and state statutory tax rate.

130

(16)  Earnings Per Share

The following table presents the computation of basic and diluted earnings per share (dollars in thousands, except per share data):
 
 
 
Year Ended
 
 
2019
 
2018
 
2017
Numerator:
 
 
 
 
 
 
Net income attributable to BOK Financial Corp. shareholders
 
$
500,758

 
$
445,646

 
$
334,644

Less: Earnings allocated to participating securities
 
3,227

 
3,737

 
3,561

Numerator for basic earnings per share – income available to common shareholders
 
497,531

 
441,909

 
331,083

Effect of reallocating undistributed earnings of participating securities
 
—

 
1

 
2

Numerator for diluted earnings per share – income available to common shareholders
 
$
497,531

 
$
441,910

 
$
331,085

 
 
 
 
 
 
 
Denominator:
 
 

 
 
 
 

Weighted average shares outstanding
 
71,250,081

 
67,190,257

 
65,440,832

Less:  Participating securities included in weighted average shares outstanding
 
462,381

 
561,617

 
695,468

Denominator for basic earnings per common share
 
70,787,700

 
66,628,640

 
64,745,364

Dilutive effect of employee stock compensation plans
 
14,912

 
33,633

 
60,920

Denominator for diluted earnings per common share
 
70,802,612

 
66,662,273

 
64,806,284

 
 
 
 
 
 
 
Basic earnings per share
 
$
7.03

 
$
6.63

 
$
5.11

Diluted earnings per share
 
$
7.03

 
$
6.63

 
$
5.11



(17)  Reportable Segments

BOK Financial operates three principal lines of business: Commercial Banking, Consumer Banking and Wealth Management. Commercial Banking includes lending, treasury and cash management services and customer risk management products to small businesses, middle market and larger commercial customers. Commercial Banking also includes the TransFund EFT network. Consumer Banking includes retail lending and deposit services, lending and deposit services to small business customers served through the consumer branch network and all mortgage banking activities. Wealth Management provides fiduciary services, private bank services, insurance and investment advisory services in all markets. Wealth Management also underwrites state and municipal securities and engages in brokerage and trading activities.

In addition to its lines of business, BOK Financial has a Funds Management unit. The primary purpose of this unit is to manage overall liquidity needs and interest rate risk. Each line of business borrows funds from and provides funds to the Funds Management unit as needed to support their operations. Operating results for Funds Management and Other include the effect of interest rate risk positions and risk management activities, securities gains and losses including impairment charges, the provision for credit losses in excess of net loans charged off, tax planning strategies and certain executive compensation costs that are not attributed to the lines of business. 

BOK Financial allocates resources and evaluates performance of its lines of business after allocation of funds, actual net credit losses and capital costs. In addition, we measure the performance of our business lines after allocation of certain indirect expenses and taxes on statutory rates. The allocation for the prior comparable periods have been revised on a comparable basis.

The cost of funds borrowed from the Funds Management unit by the operating lines of business is transfer priced at rates that approximate market rates for funds with similar duration. Market rates are generally based on the applicable LIBOR or interest rate swap rates, adjusted for prepayment risk. This method of transfer-pricing funds that support assets of the operating lines of business tends to insulate them from interest rate risk.


131


The value of funds provided by the operating lines of business to the Funds Management unit is based on rates which approximate the wholesale market rates for funds with similar duration and re-pricing characteristics. Market rates are generally based on LIBOR or interest rate swap rates. The funds credit formula applied to deposit products with indeterminate maturities is established based on their re-pricing characteristics reflected in a combination of the short-term LIBOR rates and a moving average of an intermediate term swap rate, with an appropriate spread applied to both. Shorter duration products are weighted towards the short-term LIBOR rate and longer duration products are weighted towards intermediate swap rates. The expected duration ranges from 30 days for certain rate-sensitive deposits to five years.

Substantially all revenue is from domestic customers. No single external customer accounts for more than 10% of total revenue.

Net loans charged off and provision for credit losses represents net loans charged off as attributed to the lines of business and the provision for credit losses in excess of net charge-offs attributed to Funds Management and Other.

The operations of CoBiz, acquired on October 1, 2018 were allocated to the operating segments in the second quarter of 2019. Prior to April 1, 2019, CoBiz operations were included in Funds Management and other.

Reportable segments reconciliation to the Consolidated Financial Statements for the year ended December 31, 2019 is as follows (in thousands):
 
 
Commercial
 
Consumer
 
Wealth
Management
 
Funds Management and Other
 
BOK
Financial
Consolidated
Net interest and dividend revenue from external sources
 
$
919,148

 
$
99,679

 
$
61,277

 
$
32,775

 
$
1,112,879

Net interest revenue (expense) from internal sources
 
(242,907
)
 
95,775

 
38,815

 
108,317

 
—

Net interest and dividend revenue
 
676,241

 
195,454

 
100,092

 
141,092

 
1,112,879

Provision for credit losses
 
39,011

 
6,271

 
(308
)
 
(974
)
 
44,000

Net interest and dividend revenue after provision for credit losses
 
637,230

 
189,183

 
100,400

 
142,066

 
1,068,879

Other operating revenue
 
170,412

 
187,500

 
341,389

 
(4,931
)
 
694,370

Other operating expense
 
252,459

 
230,916

 
277,267

 
371,739

 
1,132,381

Net direct contribution
 
555,183

 
145,767

 
164,522

 
(234,604
)
 
630,868

Gain (loss) on financial instruments, net
 
106

 
30,375

 
2

 
(30,483
)
 
—

Change in fair value of mortgage servicing rights
 
—

 
(53,517
)
 
—

 
53,517

 
—

Gain (loss) on repossessed assets, net
 
331

 
496

 
—

 
(827
)
 
—

Corporate expense allocations
 
43,055

 
47,169

 
36,239

 
(126,463
)
 
—

Net income before taxes
 
512,565

 
75,952

 
128,285

 
(85,934
)
 
630,868

Federal and state income taxes
 
137,759

 
19,346

 
32,954

 
(59,876
)
 
130,183

Net income
 
374,806

 
56,606

 
95,331

 
(26,058
)
 
500,685

Net income attributable to non-controlling interests
 
—

 
—

 
—

 
(73
)
 
(73
)
Net income attributable to BOK Financial Corp. shareholders
 
$
374,806

 
$
56,606

 
$
95,331

 
$
(25,985
)
 
$
500,758

 
 
 
 
 
 
 
 
 
 
 
Average assets
 
$
22,807,589

 
$
9,301,341

 
$
10,204,426

 
$
(219,009
)
 
$
42,094,347



132


Reportable segments reconciliation to the Consolidated Financial Statements for the year ended December 31, 2018 is as follows (in thousands):
 
 
Commercial
 
Consumer
 
Wealth
Management
 
Funds Management and Other
 
BOK
Financial
Consolidated
Net interest and dividend revenue from external sources
 
$
726,855

 
$
83,231

 
$
81,528

 
$
93,253

 
$
984,867

Net interest revenue (expense) from internal sources
 
(159,954
)
 
73,448

 
31,480

 
55,026

 
—

Net interest and dividend revenue
 
566,901

 
156,679

 
113,008

 
148,279

 
984,867

Provision for credit losses
 
30,358

 
5,143

 
(288
)
 
(27,213
)
 
8,000

Net interest and dividend revenue after provision for credit losses
 
536,543

 
151,536

 
113,296

 
175,492

 
976,867

Other operating revenue
 
162,701

 
178,123

 
296,369

 
(20,409
)
 
616,784

Other operating expense
 
202,095

 
231,075

 
257,650

 
337,346

 
1,028,166

Net direct contribution
 
497,149

 
98,584

 
152,015

 
(182,263
)
 
565,485

Gain (loss) on financial instruments, net
 
26

 
(25,021
)
 
7

 
24,988

 
—

Change in fair value of mortgage servicing rights
 
—

 
4,668

 
—

 
(4,668
)
 
—

Gain (loss) on repossessed assets, net
 
(6,532
)
 
247

 
—

 
6,285

 
—

Corporate expense allocations
 
36,670

 
44,398

 
35,920

 
(116,988
)
 
—

Net income before taxes
 
453,973

 
34,080

 
116,102

 
(38,670
)
 
565,485

Federal and state income taxes
 
120,458

 
8,681

 
30,075

 
(40,153
)
 
119,061

Net income
 
333,515

 
25,399

 
86,027

 
1,483

 
446,424

Net income attributable to non-controlling interests
 
—

 
—

 
—

 
778

 
778

Net income attributable to BOK Financial Corp. shareholders
 
$
333,515

 
$
25,399

 
$
86,027

 
$
705

 
$
445,646

 
 
 
 
 
 
 
 
 
 
 
Average assets
 
$
18,432,035

 
$
8,303,263

 
$
8,447,784

 
$
(245,552
)
 
$
34,937,530




133


Reportable segments reconciliation to the Consolidated Financial Statements for the year ended December 31, 2017 is as follows (in thousands):
 
 
Commercial
 
Consumer
 
Wealth
Management
 
Funds Management and Other
 
BOK
Financial
Consolidated
Net interest and dividend revenue from external sources
 
$
618,325

 
$
84,286

 
$
45,024

 
$
94,066

 
$
841,701

Net interest revenue (expense) from internal sources
 
(92,055
)
 
53,916

 
38,344

 
(205
)
 
—

Net interest and dividend revenue
 
526,270

 
138,202

 
83,368

 
93,861

 
841,701

Provision for credit losses
 
13,877

 
4,786

 
(696
)
 
(24,967
)
 
(7,000
)
Net interest and dividend revenue after provision for credit losses
 
512,393

 
133,416

 
84,064

 
118,828

 
848,701

Other operating revenue
 
208,404

 
184,878

 
301,434

 
378

 
695,094

Other operating expense
 
235,793

 
241,805

 
254,495

 
293,424

 
1,025,517

Net direct contribution
 
485,004

 
76,489

 
131,003

 
(174,218
)
 
518,278

Gain (loss) on financial instruments, net
 
52

 
(2,052
)
 
—

 
2,000

 
—

Change in fair value of mortgage servicing rights
 
—

 
172

 
—

 
(172
)
 
—

Gain on repossessed assets, net
 
(2,681
)
 
223

 
387

 
2,071

 
—

Corporate expense allocations
 
28,060

 
49,344

 
32,693

 
(110,097
)
 
—

Net income before taxes
 
454,315

 
25,488

 
98,697

 
(60,222
)
 
518,278

Federal and state income taxes
 
186,518

 
9,915

 
38,848

 
(52,688
)
 
182,593

Net income
 
267,797

 
15,573

 
59,849

 
(7,534
)
 
335,685

Net loss attributable to non-controlling interests
 
—

 
—

 
—

 
1,041

 
1,041

Net income attributable to BOK Financial Corp. shareholders
 
$
267,797

 
$
15,573

 
$
59,849

 
$
(8,575
)
 
$
334,644

 
 
 
 
 
 
 
 
 
 
 
Average assets
 
$
17,766,027

 
$
8,544,117

 
$
7,072,622

 
$
(435,272
)
 
$
32,947,494



134


(18) Fees and Commissions Revenue

Fees and commissions revenue by reportable segment and primary service line is as follows for the year ended December 31, 2019.
 
Commercial
 
Consumer
 
Wealth Management
 
Funds Management and Other
 
Consolidated
 
Out of Scope1
 
In Scope2
Trading revenue
$
—

 
$
—

 
$
88,558

 
$
—

 
$
88,558

 
$
88,558

 
$
—

Customer hedging revenue
8,422

 
—

 
9,667

 
852

 
18,941

 
18,941

 
—

Retail brokerage revenue
—

 
—

 
16,251

 
(115
)
 
16,136

 
—

 
16,136

Insurance brokerage revenue
—

 
—

 
10,131

 
3,730

 
13,861

 
—

 
13,861

Investment banking revenue
10,136

 
—

 
12,194

 
—

 
22,330

 
8,678

 
13,652

Brokerage and trading revenue
18,558

 
—

 
136,801

 
4,467

 
159,826

 
116,177

 
43,649

TransFund EFT network revenue
73,479

 
3,924

 
(82
)
 
3

 
77,324

 
—

 
77,324

Merchant services revenue
8,607

 
56

 
—

 
123

 
8,786

 
—

 
8,786

Corporate card revenue
1,072

 
—

 
32

 
2

 
1,106

 
—

 
1,106

Transaction card revenue
83,158

 
3,980

 
(50
)
 
128

 
87,216

 
—

 
87,216

Personal trust revenue
—

 
—

 
81,763

 
—

 
81,763

 
—

 
81,763

Corporate trust revenue
—

 
—

 
24,635

 
—

 
24,635

 
—

 
24,635

Institutional trust & retirement plan services revenue
—

 
—

 
44,352

 
—

 
44,352

 
—

 
44,352

Investment management services and other
—

 
—

 
24,725

 
1,550

 
26,275

 
—

 
26,275

Fiduciary and asset management revenue
—

 
—

 
175,475

 
1,550

 
177,025

 
—

 
177,025

Commercial account service charge revenue
42,251

 
1,713

 
2,137

 
1,804

 
47,905

 
—

 
47,905

Overdraft fee revenue
313

 
35,134

 
138

 
(229
)
 
35,356

 
—

 
35,356

Check card revenue
—

 
21,865

 
—

 
165

 
22,030

 
—

 
22,030

Automated service charge and other deposit fee revenue
823

 
6,155

 
168

 
48

 
7,194

 
—

 
7,194

Deposit service charges and fees
43,387

 
64,867

 
2,443

 
1,788

 
112,485

 
—

 
112,485

Mortgage production revenue
—

 
42,724

 
—

 
(4
)
 
42,720

 
42,720

 
—

Mortgage servicing revenue
—

 
66,692

 
—

 
(1,871
)
 
64,821

 
64,821

 
—

Mortgage banking revenue
—

 
109,416

 
—

 
(1,875
)
 
107,541

 
107,541

 
—

Other revenue
23,564

 
9,733

 
26,664

 
(1,853
)
 
58,108

 
39,428

 
18,680

Total fees and commissions revenue
$
168,667

 
$
187,996

 
$
341,333

 
$
4,205

 
$
702,201

 
$
263,146

 
$
439,055

1  
Out of scope revenue generally relates to financial instruments or contractual rights and obligations within the scope of other applicable accounting guidance.
2 
In scope revenue represents revenue subject to FASB ASC Topic 606, Revenue from Contracts with Customers.


135


Fees and commissions revenue by reportable segment and primary service line is as follows for the year ended December 31, 2018.
 
Commercial
 
Consumer
 
Wealth Management
 
Funds Management and Other
 
Consolidated
 
Out of Scope1
 
In Scope2
Trading revenue
$
—

 
$
—

 
$
28,077

 
$
—

 
$
28,077

 
$
28,077

 
$
—

Customer hedging revenue
7,748

 
—

 
27,512

 
3,574

 
38,834

 
38,834

 
—

Retail brokerage revenue
—

 
—

 
19,030

 
(1,078
)
 
17,952

 
—

 
17,952

Insurance brokerage revenue
—

 
—

 
—

 
4,198

 
4,198

 
—

 
4,198

Investment banking revenue
7,628

 
—

 
11,634

 
—

 
19,262

 
6,380

 
12,882

Brokerage and trading revenue
15,376

 
—

 
86,253

 
6,694

 
108,323

 
73,291

 
35,032

TransFund EFT network revenue
72,280

 
4,017

 
(82
)
 
6

 
76,221

 
—

 
76,221

Merchant services revenue
7,666

 
59

 
—

 
79

 
7,804

 
—

 
7,804

Corporate card revenue
—

 
—

 
—

 
—

 
—

 
—

 
—

Transaction card revenue
79,946

 
4,076

 
(82
)
 
85

 
84,025

 
—

 
84,025

Personal trust revenue
—

 
—

 
96,839

 
—

 
96,839

 
—

 
96,839

Corporate trust revenue
—

 
—

 
22,292

 
—

 
22,292

 
—

 
22,292

Institutional trust & retirement plan services revenue
—

 
—

 
44,400

 
76

 
44,476

 
—

 
44,476

Investment management services and other
—

 
—

 
19,729

 
1,367

 
21,096

 
—

 
21,096

Fiduciary and asset management revenue
—

 
—

 
183,260

 
1,443

 
184,703

 
—

 
184,703

Commercial account service charge revenue
41,931

 
1,445

 
2,331

 
1,565

 
47,272

 
—

 
47,272

Overdraft fee revenue
370

 
36,177

 
134

 
(145
)
 
36,536

 
—

 
36,536

Check card revenue
—

 
20,967

 
—

 
339

 
21,306

 
—

 
21,306

Automated service charge and other deposit fee revenue
282

 
6,621

 
62

 
74

 
7,039

 
—

 
7,039

Deposit service charges and fees
42,583

 
65,210

 
2,527

 
1,833

 
112,153

 
—

 
112,153

Mortgage production revenue
—

 
31,690

 
—

 
—

 
31,690

 
31,690

 
—

Mortgage servicing revenue
—

 
67,980

 
—

 
(1,883
)
 
66,097

 
66,097

 
—

Mortgage banking revenue
—

 
99,670

 
—

 
(1,883
)
 
97,787

 
97,787

 
—

Other revenue
24,044

 
9,218

 
24,507

 
(1,584
)
 
56,185

 
38,306

 
17,879

Total fees and commissions revenue
$
161,949

 
$
178,174

 
$
296,465

 
$
6,588

 
$
643,176

 
$
209,384

 
$
433,792

1  
Out of scope revenue generally relates to financial instruments or contractual rights and obligations within the scope of other applicable accounting guidance.
2 
In scope revenue represents revenue subject to FASB ASC Topic 606, Revenue from Contracts with Customers.


136

(19) Fair Value Measurements

Fair value is defined by applicable accounting guidance as the price to sell an asset or transfer a liability in an orderly transaction between market participants in the principal market for the given asset or liability at the measurement date based on market conditions at that date. An orderly transaction assumes exposure to the market for a customary period for marketing activities prior to the measurement date and not a forced liquidation or distressed sale. Certain assets and liabilities are recorded in the Company’s financial statements at fair value. Some are recorded on a recurring basis and some on a non-recurring basis.

For some assets and liabilities, observable market transactions and market information might be available. For other assets and liabilities, observable market transactions and market information might not be available. A hierarchy for fair value has been established which categorizes into three levels the inputs to valuation techniques used to measure fair value. The three levels are as follows:

Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) - fair value is based on unadjusted quoted prices in active markets for identical assets or liabilities.

Significant Other Observable Inputs (Level 2) - fair value is based on significant other observable inputs which are generally determined based on a single price for each financial instrument provided to us by an applicable third-party pricing service and is based on one or more of the following:

•
Quoted prices for similar, but not identical, assets or liabilities in active markets;
•
Quoted prices for identical or similar assets or liabilities in inactive markets;
•
Inputs other than quoted prices that are observable, such as interest rate and yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates;
•
Other inputs derived from or corroborated by observable market inputs.

Significant Unobservable Inputs (Level 3) - fair value is based upon model-based valuation techniques for which at least one significant assumption is not observable in the market.

Transfers between levels are recognized as of the end of the reporting period. There were no transfers in or out of quoted prices in active markets for identical instruments to significant other observable inputs or significant unobservable inputs during the year ended December 31, 2019 and 2018, respectively. Transfers between significant other observable inputs and significant unobservable inputs during the year ended December 31, 2019 and 2018 are included in the summary of changes in recurring fair values measured using unobservable inputs. Additionally, $208 million of held-to-maturity other debt securities were transferred from significant other observable inputs to significant unobservable inputs at December 31, 2018 due to a lack of currently available observable inputs.

The underlying methods used by the third-party pricing services are considered in determining the primary inputs used to determine fair values. Management has evaluated the methodologies employed by the third-party pricing services by comparing the price provided by the pricing service with other sources, including brokers' quotes, sales or purchases of similar instruments and discounted cash flows to establish a basis for reliance on the pricing service values. Significant differences between the pricing service provided value and other sources are discussed with the pricing service to understand the basis for their values. Based on all observable inputs, management may adjust prices obtained from third-party pricing services to more appropriately reflect the prices that would be received to sell assets or paid to transfer liabilities in orderly transactions in the current market. No significant adjustments were made to prices provided by third-party pricing services at December 31, 2019 and 2018.


137

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The fair value of financial assets and liabilities that are measured on a recurring basis is as follows as of December 31, 2019 (in thousands):
 
 
Total
 
Quoted Prices in Active Markets for Identical Instruments
 
Significant Other Observable Inputs
 
Significant Unobservable Inputs
Assets:
 
 
 
 
 
 
 
 
Trading securities:
 
 
 
 
 
 
 
 
U.S. government agency debentures
 
$
44,264

 
$
—

 
$
44,264

 
$
—

Residential agency mortgage-backed securities
 
1,504,651

 
—

 
1,504,651

 
—

Municipal and other tax-exempt securities
 
26,196

 
—

 
26,196

 
—

Asset-backed securities
 
14,084

 
—

 
14,084

 
—

Other trading securities
 
34,726

 
—

 
34,726

 
—

Total trading securities
 
1,623,921

 
—

 
1,623,921

 
—

Available for sale securities:
 
 

 
 

 
 

 
 

U.S. Treasury
 
1,600

 
1,600

 
—

 
—

Municipal and other tax-exempt securities
 
1,861

 
—

 
1,861

 
—

Residential agency mortgage-backed securities
 
8,046,096

 
—

 
8,046,096

 
—

Residential non-agency mortgage-backed securities
 
41,609

 
—

 
41,609

 
—

Commercial agency mortgage-backed securities guaranteed
 
3,178,005

 
—

 
3,178,005

 
—

Other debt securities
 
472

 
—

 
—

 
472

Total available for sale securities
 
11,269,643

 
1,600

 
11,267,571

 
472

Fair value option securities:
 


 
 
 
 
 
 
U.S. Treasury
 
9,917

 
9,917

 
—

 
—

Residential agency mortgage-backed securities
 
1,088,660

 
—

 
1,088,660

 
—

Total fair value option securities
 
1,098,577


9,917


1,088,660


—

Residential mortgage loans held for sale
 
182,271

 
—

 
173,958

 
8,313

Mortgage servicing rights, net1
 
201,886

 
—

 
—

 
201,886

Derivative contracts, net of cash margin2
 
323,375

 
8,944

 
314,431

 
—

Liabilities:
 
 

 
 
 
 
 
 
Derivative contracts, net of cash margin2
 
251,128

 
—

 
251,128

 
—

1 
A reconciliation of the beginning and ending fair value of mortgage servicing rights and disclosures of significant assumptions used to determine fair value are presented in Note 7, Mortgage Banking Activities.
2 
See Note 3 for detail of fair value of derivative contracts by contract type. Derivative contracts in a net asset position that were valued based on quoted prices in active markets or identical instruments (Level 1) are exchange-traded interest rate and energy derivative contracts, net of cash margin. Derivative contracts in a net liability position that were valued using quoted prices in active markets for identical instruments (Level 1) are exchange-traded interest rate and agricultural derivative contracts, fully offset by cash margin.


138

The fair value of financial assets and liabilities that are measured on a recurring basis is as follows as of December 31, 2018 (in thousands):
 
 
Total
 
Quoted Prices in Active Markets for Identical Instruments
 
Significant Other Observable Inputs
 
Significant Unobservable Inputs
Assets:
 
 
 
 
 
 
 
 
Trading securities:
 
 
 
 
 
 
 
 
U.S. government agency debentures
 
$
63,765

 
$
—

 
$
63,765

 
$
—

Residential agency mortgage-backed securities
 
1,791,584

 
—

 
1,791,584

 
—

Municipal and other tax-exempt securities
 
34,507

 
—

 
34,507

 
—

Asset-backed securities
 
42,656

 
—

 
42,656

 
—

Other trading securities
 
24,411

 
—

 
24,411

 
—

Total trading securities
 
1,956,923

 
—

 
1,956,923

 
—

Available for sale securities:
 
 

 
 

 
 

 
 

U.S. Treasury
 
493

 
493

 
—

 
—

Municipal and other tax-exempt securities
 
2,864

 
—

 
2,864

 
—

Residential agency mortgage-backed securities
 
5,804,708

 
—

 
5,804,708

 
—

Residential non-agency mortgage-backed securities
 
59,736

 
—

 
59,736

 
—

Commercial agency mortgage-backed securities guaranteed
 
2,953,889

 
—

 
2,953,889

 
—

Other debt securities
 
35,430

 
—

 
34,958

 
472

Total available for sale securities
 
8,857,120

 
493

 
8,856,155

 
472

Fair value option securities – Residential agency mortgage-backed securities
 
283,235

 
—

 
283,235

 
—

Residential mortgage loans held for sale
 
149,221

 
—

 
134,014

 
15,207

Mortgage servicing rights, net1
 
259,254

 
—

 
—

 
259,254

Derivative contracts, net of cash margin2
 
320,929

 
44,074

 
276,855

 
—

Liabilities:
 
 

 
 
 
 
 
 
Derivative contracts, net of cash margin 2
 
362,306

 
—

 
362,306

 
—

1 
A reconciliation of the beginning and ending fair value of mortgage servicing rights and disclosures of significant assumptions used to determine fair value are presented in Note 7, Mortgage Banking Activities.
2 
See Note 3 for detail of fair value of derivative contracts by contract type. Derivative contracts in a net asset position that were valued based on quoted prices in active markets for identical instruments (Level 1) are exchange-traded interest rate, energy and agricultural derivative contracts, net of cash margin. Derivative contracts in a net liability position that were valued using quoted prices in active markets for identical instruments based on quoted prices in active markets for identical instruments (Level 1) are exchange-traded interest rate derivative contracts, fully offset by cash margin.


139

Following is a description of the Company's valuation methodologies used for assets and liabilities measured on a recurring basis:
Securities
The fair values of trading, available for sale and fair value option securities are based on quoted prices for identical instruments in active markets, when available. If quoted prices for identical instruments are not available, fair values are based on significant other observable inputs such as quoted prices of comparable instruments or interest rates and credit spreads, yield curves, volatilities, prepayment speeds and loss severities.

The fair value of certain available for sale and held-to-maturity municipal and other debt securities may be based on significant unobservable inputs. These significant unobservable inputs include limited observed trades, projected cash flows, current credit rating of the issuers and, when applicable, the insurers of the debt and observed trades of similar debt. Discount rates are primarily based on reference to interest rate spreads on comparable securities of similar duration and credit rating as determined by the nationally-recognized rating agencies adjusted for a lack of trading volume. Significant unobservable inputs are developed by investment securities professionals involved in the active trading of similar securities. A summary of significant inputs used to value these securities follows. A management committee composed of senior members from the Company's Capital Markets, Risk Management and Finance departments assess the appropriateness of these inputs quarterly.

Derivatives

All derivative instruments are carried on the balance sheet at fair value. Fair values for exchange-traded contracts are based on quoted prices. Fair values for over-the-counter interest rate, commodity and foreign exchange contracts are based on valuations provided either by third-party dealers in the contracts, quotes provided by independent pricing services, or a third-party provided pricing model that uses significant other observable market inputs.

Credit risk is considered in determining the fair value of derivative instruments. Management determines fair value adjustments based on various risk factors including but not limited to counterparty credit rating or equivalent loan grading, derivative contract notional size, price volatility of the underlying commodity, duration of the derivative contracts and expected loss severity. Expected loss severity is based on historical losses for similarly risk graded commercial loan customers. Decreases in counterparty credit rating or grading and increases in price volatility and expected loss severity all tend to increase the credit quality adjustment which reduces the fair value of asset contracts.

We also consider our own credit risk in determining the fair value of derivative contracts. Changes in our credit rating would affect the fair value of our derivative liabilities. In the event of a credit downgrade, the fair value of our derivative liabilities would increase.
Residential Mortgage Loans Held for Sale
Residential mortgage loans held for sale are carried on the balance sheet at fair value. The fair values of conforming residential mortgage loans held for sale are based upon quoted market prices of such loans sold in securitization transactions, including related unfunded loan commitments. The fair value of mortgage loans that are unable to be sold to U.S. government agencies is determined using quoted prices of loans that are sold in securitization transactions with a liquidity discount applied.


140

The following represents the changes related to assets measured at fair value on a recurring basis using significant unobservable inputs (in thousands):
 
 
Available for Sale Securities
 
Residential mortgage loans held for sale
 
 
Municipal and other tax-exempt securities
 
Other debt securities
 
Balance, December 31, 2017
 
$
4,802

 
$
472

 
$
12,299

Transfer to Level 3 from Level 21
 
—

 
—

 
6,183

Purchases and capital calls
 
—

 
—

 
—

Redemptions and distributions
 
(5,095
)
 
—

 
—

Proceeds from sales
 
—

 
—

 
(2,706
)
Gain (loss) recognized in earnings:
 
 
 
 
 
 
Mortgage banking revenue
 
—

 
—

 
(569
)
Other comprehensive income (loss):
 
 
 
 
 
 
Net change in unrealized gain (loss)
 
293

 
—

 
—

Balance, December 31, 2018
 
—

 
472

 
15,207

Transfer to Level 3 from Level 21
 
—

 
—

 
2,449

Purchases and capital calls
 
—

 
—

 
—

Redemptions and distributions
 
—

 
—

 
—

Proceeds from sales
 
—

 
—

 
(9,972
)
Gain (loss) recognized in earnings:
 
 
 
 
 
 
Mortgage banking revenue
 
—

 
—

 
629

Other comprehensive income (loss):
 
 
 
 
 
 
Net change in unrealized gain (loss)
 
—

 
—

 
—

Balance, December 31, 2019
 
$
—

 
$
472

 
$
8,313

1 
Recurring transfers to Level 3 from Level 2 consist of residential mortgage loans intended for sale to U.S. government agencies that fail to meet conforming standards.

A summary of quantitative information about assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of December 31, 2019 follows (in thousands):
Quantitative Information about Level 3 Recurring Fair Value Measurements
 
 
 
Fair
Value
 
Valuation Technique(s)
 
Significant Unobservable Input
 
Range
(Weighted Average)
 
Available for sale securities:
 
 
 
 
 
 
 
 
 
Other debt securities
 
472

 
Discounted cash flows
1 
Interest rate spread
 
7.08%-7.08% (7.08%)
3 
94.4%-94.4% (94.4%)
2 
Residential mortgage loans held for sale
 
8,313

 
Quoted prices of loans sold in securitization transactions, with a liquidity discount applied
 
Liquidity discount applied to the market value of mortgage loans qualifying for sale to U.S. government agencies
 
95.23%
 
1 
Discounted cash flows developed using discount rates primarily based on reference to interest rate spreads for comparable securities of similar duration and credit rating as determined by the nationally-recognized rating agencies, adjusted for lack of trading volume.
2 
Represents fair value as a percentage of par value.
3 
Interest rate yields used to value investment grade taxable securities based on comparable short-term taxable securities which are generally yielding approximately 3%.


141

A summary of quantitative information about Recurring Fair Value Measurements based on Significant Unobservable Inputs (Level 3) as of December 31, 2018 follows (in thousands):
Quantitative Information about Level 3 Recurring Fair Value Measurements
 
 
 
Fair
Value
 
Valuation Technique(s)
 
Significant Unobservable Input
 
Range
(Weighted Average)
 
Available for sale securities:
 
 
 
 
 
 
 
 
 
Other debt securities
 
472

 
Discounted cash flows
1 
Interest rate spread
 
7.88%-7.88% (7.88%)
3 
94.44%-94.44% (94.44%)
2 
Residential mortgage loans held for sale
 
15,207

 
Quoted prices of loans sold in securitization transactions, with a liquidity discount applied
 
Liquidity discount applied to the market value of mortgage loans qualifying for sale to U.S. government agencies
 
92.38%
 
1 
Discounted cash flows developed using discount rates primarily based on reference to interest rate spreads for comparable securities of similar duration and credit rating as determined by the nationally-recognized rating agencies, adjusted for lack of trading volume.
2 
Represents fair value as a percentage of par value.
3 
Interest rate yields used to value investment grade taxable securities based on comparable short-term taxable securities which are generally yielding less than 3%.


142

Fair Value of Assets and Liabilities Measured on a Non-Recurring Basis

Assets measured at fair value on a non-recurring basis include pension plan assets, which are based on quoted prices in active markets for identical instruments, collateral for certain impaired loans and real property and other assets acquired to satisfy loans, which are based primarily on comparisons to completed sales of similar assets.

The following represents the carrying value of assets measured at fair value on a non-recurring basis and related losses recorded during the year. The carrying value represents only those assets with the balance sheet date for which the fair value was adjusted during the year:
 
Carrying Value at December 31, 2019
 
Fair Value Adjustments for the
Year Ended December 31, 2019
Recognized In:
 
Quoted Prices
in Active Markets for Identical Instruments
 
Significant
Other
Observable
Inputs
 
Significant
Unobservable
Inputs
 
Gross charge-offs against allowance for loan losses
 
Net losses (gains) and expenses of repossessed assets, net
Impaired loans
$
—

 
$
41

 
$
55,665

 
$
31,305

 
$
—

Real estate and other repossessed assets
—

 
5,986

 
1,551

 
—

 
(461
)
 
 
Carrying Value at December 31, 2018
 
Fair Value Adjustments for the
Year Ended December 31, 2018
Recognized In:
 
Quoted Prices
in Active Markets for Identical Instruments
 
Significant
Other
Observable
Inputs
 
Significant
Unobservable
Inputs
 
Gross charge-offs against allowance for loan losses
 
Net losses (gains) and expenses of repossessed assets, net
Impaired loans
$
—

 
$
1,074

 
$
17,401

 
$
17,434

 
$
—

Real estate and other repossessed assets
—

 
4,795

 
6,366

 
—

 
7,269



The fair value of collateral-dependent impaired loans and real estate and other repossessed assets and the related fair value adjustments are generally based on unadjusted third-party appraisals. Our appraisal review policies require appraised values to be supported by observed inputs derived principally from or corroborated by observable market data. Appraisals that are not based on observable inputs or that require significant adjustments or fair value measurements that are not based on third-party appraisals are considered to be based on significant unobservable inputs. Non-recurring fair value measurements of collateral-dependent impaired loans and real estate and other repossessed assets based on significant unobservable inputs are generally due to estimates of current fair values between appraisal dates. Significant unobservable inputs include listing prices for comparable assets, uncorroborated expert opinions or management's knowledge of the collateral or industry. Non-recurring fair value measurements of collateral dependent loans secured by mineral rights are generally determined by our internal staff of engineers on projected cash flows under current market conditions and are based on significant unobservable inputs. Projected cash flows are discounted according to risk characteristics of the underlying oil and gas properties. Assets are evaluated to demonstrate with reasonable certainty that crude oil, natural gas and natural gas liquids can be recovered from known oil and gas reservoirs under existing economic and operating conditions at current prices with existing conventional equipment, operating methods and costs. Significant unobservable inputs are developed by asset management and workout professionals and approved by senior Credit Administration executives.


143

A summary of quantitative information about Non-recurring Fair Value Measurements based on Significant Unobservable Inputs (Level 3) as of December 31, 2019 follows (in thousands):
Quantitative Information about Level 3 Non-recurring Fair Value Measurements
 
 
Fair Value
 
Valuation Technique(s)
 
Significant Unobservable Input
 
Range
(Weighted Average)
Impaired loans
 
$
55,665

 
Discounted cash flows
 
Management knowledge of industry and non-real estate collateral including but not limited to recoverable oil & gas reserves, forward looking commodity prices, and estimated operating costs
 
4% - 94% (55%)1
Real estate and other repossessed assets
 
1,551

 
Discounted cash flows
 
Marketability adjustments off appraised value2
 
74% - 86% (84%)

1 
Represents fair value as a percentage of the unpaid principal balance.
2 Marketability adjustments include consideration of estimated costs to sell which is approximately 10% of the fair value.

A summary of quantitative information about Non-recurring Fair Value Measurements based on Significant Unobservable Inputs (Level 3) as of December 31, 2018 follows (in thousands):
Quantitative Information about Level 3 Non-recurring Fair Value Measurements
 
 
Fair Value
 
Valuation Technique(s)
 
Significant Unobservable Input
 
Range
(Weighted Average)
Impaired loans
 
$
17,401

 
Discounted cash flows
 
Management knowledge of industry and non-real estate collateral including but not limited to recoverable oil & gas reserves, forward looking commodity prices, and estimated operating costs
 
35% - 80% (50%)1
Real estate and other repossessed assets
 
6,366

 
Discounted cash flows
 
Recoverable oil and gas reserves, forward-looking commodity prices and estimated operating costs
 
N/A

1 
Represents fair value as a percentage of the unpaid principal balance.

The table above excludes the initial measurement of assets and liabilities that were acquired as part of the CoBiz acquisition in October 1, 2018. These assets and liabilities were recorded at their fair value upon acquisition in accordance with U.S. GAAP and were not re-measured during the periods presented unless specifically required by U.S. GAAP. Acquisition date fair values represent either Level 2 fair value measurements (investment securities, deposits, property, equipment, and debt) or Level 3 fair value measurements (loans and core deposit intangible assets).

The fair value of pension plan assets was approximately $36 million at December 31, 2019 and $34 million at December 31, 2018, determined by significant other observable inputs. Fair value adjustments of pension plan assets along with changes in the projected benefit obligation are recognized in other comprehensive income.


144

Fair Value of Financial Instruments

The following table presents the carrying values and estimated fair values of all financial instruments, including those financial assets and liabilities that are not measured and reported at fair value on a recurring basis or non-recurring (dollars in thousands):
 
 
December 31, 2019
 
 
Carrying
Value
 
Estimated Fair Value
 
Quoted Prices in Active Markets for Identical Instruments (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs (Level 3)
Cash and due from banks
 
$
735,836

 
$
735,836

 
$
735,836

 
$
—

 
$
—

Interest-bearing cash and cash equivalents
 
522,985

 
522,985

 
522,985

 
—

 
—

Trading securities:
 
 
 
 
 
 
 
 
 
 
U.S. government agency debentures
 
44,264

 
44,264

 
—

 
44,264

 
—

Residential agency mortgage-backed securities
 
1,504,651

 
1,504,651

 
—

 
1,504,651

 
—

Municipal and other tax-exempt securities
 
26,196

 
26,196

 
—

 
26,196

 
—

Asset-backed securities
 
14,084

 
14,084

 
—

 
14,084

 
—

Other trading securities
 
34,726

 
34,726

 
—

 
34,726

 
—

Total trading securities
 
1,623,921

 
1,623,921


—


1,623,921


—

Investment securities:
 
 

 
 
 
 
 
 
 
 

Municipal and other tax-exempt securities
 
93,653

 
96,897

 
—

 
96,897

 
—

Residential agency mortgage-backed securities
 
10,676

 
11,164

 
—

 
11,164

 
—

Other debt securities
 
189,089

 
206,341

 
—

 
8,206

 
198,135

Total investment securities
 
293,418

 
314,402

 
—

 
116,267

 
198,135

Available for sale securities:
 
 

 
 
 
 
 
 
 
 

U.S. Treasury
 
1,600

 
1,600

 
1,600

 
—

 
—

Municipal and other tax-exempt securities
 
1,861

 
1,861

 
—

 
1,861

 
—

Residential agency mortgage-backed securities
 
8,046,096

 
8,046,096

 
—

 
8,046,096

 
—

Residential non-agency mortgage-backed securities
 
41,609

 
41,609

 
—

 
41,609

 
—

Commercial agency mortgage-backed securities
 
3,178,005

 
3,178,005

 
—

 
3,178,005

 
—

Other debt securities
 
472

 
472

 
—

 
—

 
472

Total available for sale securities
 
11,269,643

 
11,269,643

 
1,600

 
11,267,571

 
472

Fair value option securities:
 
 
 
 
 
 
 
 
 
 
U.S. Treasury
 
9,917

 
9,917

 
9,917

 
—

 
—

Residential agency mortgage-backed securities
 
1,088,660

 
1,088,660

 
—

 
1,088,660

 
—

Total fair value option securities
 
1,098,577

 
1,098,577

 
9,917

 
1,088,660

 
—

Residential mortgage loans held for sale
 
182,271

 
182,271

 
—

 
173,958

 
8,313

Loans:
 
 

 
 

 
 
 
 
 
 
Commercial
 
14,031,650

 
13,966,221

 
—

 
—

 
13,966,221

Commercial real estate
 
4,433,783

 
4,422,717

 
—

 
—

 
4,422,717

Residential mortgage
 
2,084,172

 
2,098,093

 
—

 
—

 
2,098,093

Personal
 
1,201,382

 
1,202,298

 
—

 
—

 
1,202,298

Total loans
 
21,750,987

 
21,689,329

 
—

 
—

 
21,689,329

Allowance for loan losses
 
(210,759
)
 
—

 
—

 
—

 
—

Loans, net of allowance
 
21,540,228

 
21,689,329

 
—

 
—

 
21,689,329

Mortgage servicing rights
 
201,886

 
201,886

 
—

 
—

 
201,886

Derivative instruments with positive fair value, net of cash margin
 
323,375

 
323,375

 
8,944

 
314,431

 
—

Deposits with no stated maturity
 
25,403,319

 
25,403,319

 
—

 
—

 
25,403,319

Time deposits
 
2,217,849

 
2,212,467

 
—

 
—

 
2,212,467

Other borrowed funds
 
8,345,405

 
8,315,860

 
—

 
—

 
8,315,860

Subordinated debentures
 
275,923

 
284,627

 
—

 
284,627

 
—

Derivative instruments with negative fair value, net of cash margin
 
251,128

 
251,128

 
—

 
251,128

 
—


145

 
 
December 31, 2018
 
 
Carrying
Value
 
Estimated Fair Value
 
Quoted Prices in Active Markets for Identical Instruments (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs (Level 3)
Cash and due from banks
 
$
741,749

 
$
741,749

 
$
741,749

 
$
—

 
$
—

Interest-bearing cash and cash equivalents
 
401,675

 
401,675

 
401,675

 
—

 
—

Trading securities:
 
 
 
 
 
 
 
 
 
 
U.S. government agency debentures
 
63,765

 
63,765

 
—

 
63,765

 
—

Residential agency mortgage-backed securities
 
1,791,584

 
1,791,584

 
—

 
1,791,584

 
—

Municipal and other tax-exempt securities
 
34,507

 
34,507

 
—

 
34,507

 
—

Asset-backed securities
 
42,656

 
42,656

 
—

 
42,656

 
—

Other trading securities
 
24,411

 
24,411

 
—

 
24,411

 
—

Total trading securities
 
1,956,923

 
1,956,923

 
—

 
1,956,923

 
—

Investment securities:
 
 

 
 
 
 
 
 
 
 

Municipal and other tax-exempt securities
 
137,296

 
138,562

 
—

 
138,562

 
—

Residential agency mortgage-backed securities
 
12,612

 
12,770

 
—

 
12,770

 
—

Other debt securities
 
205,279

 
215,966

 
—

 
7,905

 
208,061

Total investment securities
 
355,187

 
367,298

 
—

 
159,237

 
208,061

Available for sale securities:
 
 

 
 
 
 
 
 
 
 

U.S. Treasury securities
 
493

 
493

 
493

 
—

 
—

Municipal and other tax-exempt securities
 
2,864

 
2,864

 
—

 
2,864

 
—

Residential agency mortgage-backed securities
 
5,804,708

 
5,804,708

 
—

 
5,804,708

 
—

Residential non-agency mortgage-backed securities
 
59,736

 
59,736

 
—

 
59,736

 
—

Commercial agency mortgage-backed securities
 
2,953,889

 
2,953,889

 
—

 
2,953,889

 
—

Other debt securities
 
35,430

 
35,430

 
—

 
34,958

 
472

Total available for sale securities
 
8,857,120

 
8,857,120

 
493

 
8,856,155

 
472

Fair value option securities – Residential agency mortgage-backed securities
 
283,235

 
283,235

 
—

 
283,235

 
—

Residential mortgage loans held for sale
 
149,221

 
149,221

 
—

 
134,014

 
15,207

Loans:
 
 
 
 
 
 
 
 
 
 
Commercial
 
13,636,078

 
13,526,162

 
—

 
—

 
13,526,162

Commercial real estate
 
4,764,813

 
4,713,747

 
—

 
—

 
4,713,747

Residential mortgage
 
2,230,033

 
2,213,951

 
—

 
—

 
2,213,951

Personal
 
1,025,806

 
1,024,368

 
—

 
—

 
1,024,368

Total loans
 
21,656,730

 
21,478,228

 
—

 
—

 
21,478,228

Allowance for loan losses
 
(207,457
)
 
—

 
—

 
—

 
—

Loans, net of allowance
 
21,449,273

 
21,478,228

 
—

 
—

 
21,478,228

Mortgage servicing rights
 
259,254

 
259,254

 
—

 
—

 
259,254

Derivative instruments with positive fair value, net of cash margin
 
320,929

 
320,929

 
44,074

 
276,855

 
—

Deposits with no stated maturity
 
23,150,383

 
23,150,383

 
—

 
—

 
23,150,383

Time deposits
 
2,113,380

 
2,073,538

 
—

 
—

 
2,073,538

Other borrowed funds
 
7,142,801

 
7,071,953

 
—

 
—

 
7,071,953

Subordinated debentures
 
275,913

 
261,977

 
—

 
261,977

 
—

Derivative instruments with negative fair value, net of cash margin
 
362,306

 
362,306

 
—

 
362,306

 
—


Because no market exists for certain of these financial instruments and management does not intend to sell these financial instruments, the fair values shown in the tables above may not represent values at which the respective financial instruments could be sold individually or in the aggregate at the given reporting date.


146

Fair Value Election

As more fully disclosed in Note 2 and Note 7 to the Consolidated Financial Statements, the Company has elected to carry all U.S. government agency residential mortgage-backed securities held as economic hedges against changes in the fair value of mortgage servicing rights and all residential mortgage loans originated for sale at fair value. Changes in the fair value of these financial instruments are recognized in earnings.

147


(20) Parent Company Only Financial Statements

Summarized financial information for BOK Financial – Parent Company Only follows:

Balance Sheets
(In thousands)
 
 
December 31,
 
 
2019
 
2018
Assets
 
 
 
 
Cash and cash equivalents
 
$
214,779

 
$
167,093

Loan to bank subsidiary
 
65,220

 
65,228

Investment in bank subsidiaries
 
4,602,977

 
4,236,654

Investment in non-bank subsidiaries
 
216,542

 
218,007

Other assets
 
38,082

 
32,999

Total assets
 
$
5,137,600

 
$
4,719,981

 
 
 
 
 
Liabilities and Shareholders’ Equity
 
 
 
 
Liabilities:
 
 
 
 
Other liabilities
 
$
5,882

 
$
11,959

Subordinated debentures
 
275,923

 
275,913

Total liabilities
 
281,805

 
287,872

Shareholders’ equity:
 
 
 
 
Common stock
 
5

 
5

Capital surplus
 
1,350,995

 
1,334,030

Retained earnings
 
3,729,778

 
3,369,654

Treasury stock
 
(329,906
)
 
(198,995
)
Accumulated other comprehensive income (loss)
 
104,923

 
(72,585
)
Total shareholders’ equity
 
4,855,795

 
4,432,109

Total liabilities and shareholders’ equity
 
$
5,137,600

 
$
4,719,981




Statements of Earnings
(In thousands)
 
 
Year Ended December 31,
 
 
2019
 
2018
 
2017
Dividends, interest and fees received from bank subsidiaries
 
$
344,007

 
$
426,071

 
$
150,149

Dividends, interest and fees received from non-bank subsidiaries
 
9,325

 
12,800

 
17,500

Other revenue
 
1,036

 
954

 
936

Total revenue
 
354,368

 
439,825

 
168,585

Interest expense
 
15,113

 
9,827

 
8,239

Other operating expense
 
2,352

 
12,110

 
2,014

Total expense
 
17,465

 
21,937

 
10,253

Net income before taxes, other losses, net, and equity in undistributed income of subsidiaries
 
336,903

 
417,888

 
158,332

Other gains (losses), net
 
3,310

 
(3,921
)
 
—

Net income before taxes and equity in undistributed income of subsidiaries
 
340,213

 
413,967

 
158,332

Federal and state income taxes
 
(4,516
)
 
(7,078
)
 
(4,305
)
Net income before equity in undistributed income of subsidiaries
 
344,729

 
421,045

 
162,637

Equity in undistributed income of bank subsidiaries
 
166,797

 
37,515

 
181,552

Equity in undistributed income of non-bank subsidiaries
 
(10,768
)
 
(12,914
)
 
(9,545
)
Net income attributable to BOK Financial Corp. shareholders
 
$
500,758

 
$
445,646

 
$
334,644



148


Statements of Cash Flows
(In thousands)
 
 
Year Ended December 31,
 
 
2019
 
2018
 
2017
Cash Flows From Operating Activities:
 
 
 
 
 
 
Net income
 
$
500,758

 
$
445,646

 
$
334,644

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
Equity in undistributed income of bank subsidiaries
 
(166,797
)
 
(37,515
)
 
(181,552
)
Equity in undistributed income of non-bank subsidiaries
 
10,768

 
12,914

 
9,545

Change in other assets
 
(5,075
)
 
(1,072
)
 
12

Change in other liabilities
 
855

 
(13,434
)
 
7,457

Net cash provided by operating activities
 
340,509

 
406,539

 
170,106

Cash Flows From Investing Activities:
 
 
 
 
 
 
Proceeds from sales of available for sale securities
 
—

 
—

 
3,000

Investment in subsidiaries
 
(19,837
)
 
(31,901
)
 
(4,355
)
Acquisitions, net of cash acquired
 
—

 
(232,680
)
 
—

Net cash used in investing activities
 
(19,837
)
 
(264,581
)
 
(1,355
)
Cash Flows From Financing Activities:
 
 
 
 
 
 
Net change in other borrowed funds
 
—

 
—

 
(7,217
)
Issuance of common and treasury stock, net
 
(7
)
 
(88
)
 
4,368

Dividends paid
 
(143,496
)
 
(127,188
)
 
(116,041
)
Repurchase of common stock
 
(129,483
)
 
(53,465
)
 
(7,403
)
Net cash used in financing activities
 
(272,986
)
 
(180,741
)
 
(126,293
)
Net increase (decrease) in cash and cash equivalents
 
47,686

 
(38,783
)
 
42,458

Cash and cash equivalents at beginning of period
 
167,093

 
205,876

 
163,418

Cash and cash equivalents at end of period
 
$
214,779

 
$
167,093

 
$
205,876

Cash paid for interest
 
$
15,099

 
$
11,457

 
$
6,211


(21) Subsequent Events

The Company evaluated events from the date of the Consolidated Financial Statements on December 31, 2019 through the issuance of those consolidated financial statements included in this Annual Report on Form 10-K. No events were identified requiring recognition in and/or disclosure in the Consolidated Financial Statements.

149


























(This page has been left blank intentionally.)

150


Annual Financial Summary – Unaudited
Consolidated Daily Average Balances, Average Yields and Rates
(Dollars in Thousands, Except Per Share Data)
 
Year Ended
 
 
December 31, 2019
 
 
Average
Balance
 
Revenue/
Expense
 
Yield/
Rate
Assets
 
 
 
 
 
 
Interest-bearing cash and cash equivalents
 
$
536,853

 
$
12,214

 
2.28
%
Trading securities
 
1,772,660

 
61,960

 
3.55
%
Investment securities
 
319,451

 
14,417

 
4.51
%
Available for sale securities
 
10,108,409

 
254,101

 
2.58
%
Fair value option securities
 
1,145,800

 
32,936

 
2.95
%
Restricted equity securities
 
441,756

 
26,860

 
6.08
%
Residential mortgage loans held for sale
 
186,207

 
7,105

 
3.82
%
Loans
 
22,106,979

 
1,134,037

 
5.13
%
Allowance for loan losses
 
(204,679
)
 
 
 
 
Loans, net of allowance
 
21,902,300

 
1,134,037

 
5.18
%
Total earning assets
 
36,413,436

 
1,543,630

 
4.27
%
Receivable on unsettled securities sales
 
1,597,098

 
 
 
 
Cash and other assets
 
4,083,813

 
 
 
 
Total assets
 
$
42,094,347

 
 
 
 
 
 
 
 
 
 
 
Liabilities and equity
 
 
 
 
 
 
Interest-bearing deposits:
 
 
 
 
 
 
Transaction
 
$
13,072,914

 
$
132,854

 
1.02
%
Savings
 
553,057

 
677

 
0.12
%
Time
 
2,215,405

 
42,007

 
1.90
%
Total interest-bearing deposits
 
15,841,376

 
175,538

 
1.11
%
Funds purchased and repurchase agreements

 
2,838,161

 
53,003

 
1.87
%
Other borrowings
 
7,147,356

 
175,425

 
2.45
%
Subordinated debentures
 
276,075

 
15,113

 
5.47
%
Total interest-bearing liabilities
 
26,102,968

 
419,079

 
1.61
%
Non-interest bearing demand deposits
 
9,809,905

 
 
 
 
Due on unsettled securities purchases
 
702,450

 
 
 
 
Other liabilities
 
801,475

 
 
 
 
Total equity
 
4,677,549

 
 
 
 
Total liabilities and equity
 
$
42,094,347

 
 
 
 
 
 
 
 
 
 
 
Tax-equivalent Net Interest Revenue
 
 
 
$
1,124,551

 
2.66
%
Tax-equivalent Net Interest Revenue to Earning Assets
 
 
 
 
 
3.11
%
Less tax-equivalent adjustment
 
 
 
11,672

 
 
Net Interest Revenue
 
 
 
1,112,879

 
 
Provision for credit losses
 
 
 
44,000

 
 
Other operating revenue
 
 
 
694,370

 
 
Other operating expense
 
 
 
1,132,381

 
 
Net income before taxes
 
 
 
630,868

 
 
Federal and state income taxes
 
 
 
130,183

 
 
Net income
 
 
 
500,685

 
 
Net income attributable to non-controlling interests
 
 
 
(73
)
 
 
Net income attributable to BOK Financial Corporation shareholders
 
 
 
$
500,758

 
 
Earnings Per Average Common Share Equivalent:
 
 

 
 

 
 

Net income:
 
 

 
 

 
 

Basic
 
 

 
$
7.03

 
 

Diluted
 
 

 
$
7.03

 
 

Yield calculations are shown on a tax equivalent at the statutory federal and state rates for the periods presented.The yield calculations exclude security trades that have been recorded on trade date with no corresponding interest income and the unrealized gains and losses. The yield calculation also include average loan balances for which the accrual of interest has been discontinued and are net of unearned income. Yield/rate calculations are generally based on the conventions that determine how interest income and expense is accrued.





151


Annual Financial Summary – Unaudited (continued)
Consolidated Daily Average Balances, Average Yields and Rates
(Dollars in Thousands, Except Per Share Data)
Year Ended
 
December 31, 2018
 
December 31, 2017
 
Average
Balance
 
Revenue/
Expense
 
Yield/
Rate
 
Average
Balance
 
Revenue/
Expense
 
Yield/
Rate
Assets
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing cash and cash equivalents
$
1,240,600

 
$
22,333

 
1.80
%
 
$
2,009,011

 
$
22,128

 
1.10
%
Trading securities
1,530,400

 
57,948

 
3.84
%
 
521,742

 
17,637

 
3.51
%
Investment securities
395,895

 
15,848

 
4.00
%
 
491,989

 
18,792

 
3.82
%
Available for sale securities
8,309,355

 
197,472

 
2.35
%
 
8,453,415

 
178,068

 
2.13
%
Fair value option securities
464,160

 
15,205

 
3.18
%
 
593,744

 
16,755

 
2.81
%
Restricted equity securities
347,447

 
21,555

 
6.20
%
 
318,744

 
18,490

 
5.80
%
Residential mortgage loans held for sale
201,218

 
8,123

 
4.07
%
 
245,133

 
8,706

 
3.59
%
Loans
18,709,433

 
898,896

 
4.80
%
 
17,176,102

 
709,378

 
4.13
%
Allowance for loan losses
(218,840
)
 
 
 
 
 
(249,430
)
 
 
 
 
Loans, net of allowance
18,490,593

 
898,896

 
4.86
%
 
16,926,672

 
709,378

 
4.19
%
Total earning assets
30,979,668

 
1,237,380

 
3.98
%
 
29,560,450

 
989,954

 
3.36
%
Receivable on unsettled securities sales
795,723

 
 
 
 
 
545,338

 
 
 
 
Cash and other assets
3,162,139

 
 
 
 
 
2,841,706

 
 
 
 
Total assets
$
34,937,530

 
 
 
 
 
$
32,947,494

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and equity
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
Transaction
$
10,581,732

 
$
65,859

 
0.62
%
 
$
10,220,068

 
$
28,627

 
0.28
%
Savings
503,597

 
439

 
0.09
%
 
458,451

 
359

 
0.08
%
Time
2,133,427

 
29,219

 
1.37
%
 
2,193,273

 
24,817

 
1.13
%
Total interest-bearing deposits
13,218,756

 
95,517

 
0.72
%
 
12,871,792

 
53,803

 
0.42
%
Funds purchased and repurchase agreements
883,904

 
9,207

 
1.04
%
 
491,855

 
856

 
0.17
%
Other borrowings
6,236,441

 
129,008

 
2.07
%
 
5,919,292

 
68,152

 
1.15
%
Subordinated debentures
177,884

 
9,827

 
5.52
%
 
147,954

 
8,239

 
5.57
%
Total interest-bearing liabilities
20,516,985

 
243,559

 
1.19
%
 
19,430,893

 
131,050

 
0.67
%
Non-interest bearing demand deposits
9,590,455

 
 
 
 
 
9,312,989

 
 
 
 
Due on unsettled securities purchases
531,071

 
 
 
 
 
183,902

 
 
 
 
Other liabilities
559,801

 
 
 
 
 
584,843

 
 
 
 
Total equity
3,739,218

 
 
 
 
 
3,434,867

 
 
 
 
Total liabilities and equity
$
34,937,530

 
 
 
 
 
$
32,947,494

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tax-equivalent Net Interest Revenue
 
 
$
993,821

 
2.79
%
 
 
 
$
858,904

 
2.69
%
Tax-equivalent Net Interest Revenue to Earning Assets
 
 
 
 
3.20
%
 
 
 
 
 
2.92
%
Less tax-equivalent adjustment
 
 
8,954

 
 
 
 
 
17,203

 
 
Net Interest Revenue
 
 
984,867

 
 
 
 
 
841,701

 
 
Provision for credit losses
 
 
8,000

 
 
 
 
 
(7,000
)
 
 
Other operating revenue
 
 
616,784

 
 
 
 
 
695,094

 
 
Other operating expense
 
 
1,028,166

 
 
 
 
 
1,025,517

 
 
Net income before taxes
 
 
565,485

 
 
 
 
 
518,278

 
 
Federal and state income taxes
 
 
119,061

 
 
 
 
 
182,593

 
 
Net income
 
 
446,424

 
 
 
 
 
335,685

 
 
Net income attributable to non-controlling interests
 
 
778

 
 
 
 
 
1,041

 
 
Net income attributable to BOK Financial Corporation shareholders
 
 
$
445,646

 
 
 
 
 
$
334,644

 
 
Earnings Per Average Common Share Equivalent:
 

 
 

 
 

 
 
 
 
 
 
Net income:
 

 
 

 
 

 
 
 
 
 
 
Basic
 

 
$
6.63

 
 

 
 
 
$
5.11

 
 
Diluted
 

 
$
6.63

 
 

 
 
 
$
5.11

 
 

152


Quarterly Financial Summary – Unaudited
Consolidated Daily Average Balances, Average Yields and Rates
(In Thousands, Except Per Share Data)
 
Three Months Ended
 
 
December 31, 2019
 
September 30, 2019
 
 
Average
Balance
 
Revenue/
Expense
 
Yield/
Rate
 
Average
Balance
 
Revenue/
Expense
 
Yield/
Rate
Assets
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing cash and cash equivalents
 
$
573,203

 
$
2,335

 
1.62
%
 
$
500,823

 
$
3,050

 
2.42
%
Trading securities
 
1,672,426

 
13,015

 
3.19
%
 
1,696,568

 
14,546

 
3.49
%
Investment securities
 
298,567

 
3,500

 
4.69
%
 
308,090

 
3,434

 
4.46
%
Available for sale securities
 
11,333,524

 
69,692

 
2.52
%
 
10,747,439

 
67,640

 
2.60
%
Fair value option securities
 
1,521,528

 
9,488

 
2.62
%
 
1,553,879

 
10,708

 
2.79
%
Restricted equity securities
 
479,687

 
6,441

 
5.37
%
 
476,781

 
7,558

 
6.34
%
Residential mortgage loans held for sale
 
203,535

 
1,797

 
3.55
%
 
203,319

 
1,891

 
3.73
%
Loans
 
22,236,000

 
266,315

 
4.75
%
 
22,412,918

 
289,316

 
5.12
%
Allowance for loan losses
 
(205,417
)
 
 
 
 
 
(201,714
)
 
 
 
 
Loans, net of allowance
 
22,030,583

 
266,315

 
4.80
%
 
22,211,204

 
289,316

 
5.17
%
Total earning assets
 
38,113,053

 
372,583

 
3.93
%
 
37,698,103

 
398,143

 
4.25
%
Receivable on unsettled securities sales
 
1,973,604

 
 
 
 
 
1,742,794

 
 
 
 
Cash and other assets
 
4,126,697

 
 
 
 
 
4,139,451

 
 
 
 
Total assets
 
$
44,213,354

 
 
 
 
 
$
43,580,348

 
 
 
 
Liabilities and equity
 
 

 
 

 
 

 
 

 
 

 
 

Interest-bearing deposits:
 
 

 
 

 
 

 
 

 
 

 
 

Transaction
 
$
14,685,385

 
$
36,897

 
1.00
%
 
$
13,131,542

 
$
35,713

 
1.08
%
Savings
 
554,605

 
154

 
0.11
%
 
557,122

 
190

 
0.14
%
Time
 
2,247,717

 
10,970

 
1.94
%
 
2,251,800

 
11,014

 
1.94
%
Total interest-bearing deposits
 
17,487,707

 
48,021

 
1.09
%
 
15,940,464

 
46,917

 
1.17
%
Funds purchased and repurchase agreements
 
4,120,610

 
16,212

 
1.56
%
 
3,106,163

 
15,731

 
2.01
%
Other borrowings
 
6,247,194

 
31,621

 
2.01
%
 
8,125,023

 
49,650

 
2.42
%
Subordinated debentures
 
275,916

 
3,754

 
5.40
%
 
275,900

 
3,813

 
5.48
%
Total interest-bearing liabilities
 
28,131,427

 
99,608

 
1.40
%
 
27,447,550

 
116,111

 
1.68
%
Non-interest bearing demand deposits
 
9,612,533

 
 
 
 
 
9,759,710

 
 
 
 
Due on unsettled securities purchases
 
784,174

 
 
 
 
 
745,893

 
 
 
 
Other liabilities
 
837,732

 
 
 
 
 
847,195

 
 
 
 
Total equity
 
4,847,488

 
 
 
 
 
4,780,000

 
 
 
 
Total liabilities and equity
 
$
44,213,354

 
 
 
 
 
$
43,580,348

 
 
 
 
Tax-equivalent Net Interest Revenue
 
 
 
$
272,975

 
2.53
%
 
 
 
$
282,032

 
2.57
%
Tax-equivalent Net Interest Revenue to Earning Assets
 
 
 
 
 
2.88
%
 
 
 
 
 
3.01
%
Less tax-equivalent adjustment
 
 
 
2,726

 
 
 
 
 
2,936

 
 
Net Interest Revenue
 
 
 
270,249

 
 
 
 
 
279,096

 
 
Provision for credit losses
 
 
 
19,000

 
 
 
 
 
12,000

 
 
Other operating revenue
 
 
 
178,585

 
 
 
 
 
186,450

 
 
Other operating expense
 
 
 
288,795

 
 
 
 
 
279,292

 
 
Net income before taxes
 
 
 
141,039

 
 
 
 
 
174,254

 
 
Federal and state income taxes
 
 
 
30,257

 
 
 
 
 
32,396

 
 
Net income
 
 
 
110,782

 
 
 
 
 
141,858

 
 
Net income attributable to non-controlling interests
 
 
 
430

 
 
 
 
 
(373
)
 
 
Net income attributable to BOK Financial Corp. shareholders
 
 
 
$
110,352

 
 
 
 
 
$
142,231

 
 
Earnings Per Average Common Share Equivalent:
 
 
 
 

 
 

 
 

 
 

 
 

Basic
 
 

 
$
1.56

 
 

 
 

 
$
2.00

 
 

Diluted
 
 

 
$
1.56

 
 

 
 

 
$
2.00

 
 

Yield calculations are shown on a tax equivalent at the statutory federal and state rates for the periods presented.The yield calculations exclude security trades that have been recorded on trade date with no corresponding interest income and the unrealized gains and losses. The yield calculation also include average loan balances for which the accrual of interest has been discontinued and are net of unearned income. Yield/rate calculations are generally based on the conventions that determine how interest income and expense is accrued

153


Quarterly Financial Summary – Unaudited (continued)
Consolidated Daily Average Balances, Average Yields and Rates
Three Months Ended
June 30, 2019
 
March 31, 2019
 
December 31, 2018
Average Balance
 
Revenue /Expense
 
Yield / Rate
 
Average Balance
 
Revenue / Expense
 
Yield / Rate
 
Average Balance
 
Revenue / Expense
 
Yield / Rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
535,491

 
$
3,432

 
2.57
%
 
$
537,903

 
$
3,397

 
2.56
%
 
$
563,132

 
$
3,170

 
2.23
%
1,757,335

 
15,609

 
3.59
%
 
1,968,399

 
18,790

 
3.88
%
 
1,929,601

 
19,636

 
4.10
%
328,482

 
3,621

 
4.41
%
 
343,282

 
3,862

 
4.50
%
 
364,737

 
3,887

 
4.26
%
9,435,668

 
59,888

 
2.63
%
 
8,883,054

 
56,881

 
2.57
%
 
8,704,963

 
55,085

 
2.51
%
898,772

 
7,503

 
3.34
%
 
594,349

 
5,237

 
3.62
%
 
277,575

 
2,578

 
3.56
%
413,812

 
6,516

 
6.30
%
 
395,432

 
6,345

 
6.42
%
 
362,729

 
5,798

 
6.39
%
192,102

 
1,754

 
3.65
%
 
145,040

 
1,663

 
4.58
%
 
179,553

 
1,795

 
4.00
%
22,004,405

 
295,978

 
5.39
%
 
21,766,065

 
282,428

 
5.26
%
 
21,579,331

 
276,711

 
5.09
%
(205,532
)
 
 
 
 
 
(206,092
)
 
 
 
 
 
(209,613
)
 
 
 
 
21,798,873

 
295,978

 
5.45
%
 
21,559,973

 
282,428

 
5.31
%
 
21,369,718

 
276,711

 
5.14
%
35,360,535

 
394,301

 
4.51
%
 
34,427,432

 
378,603

 
4.46
%
 
33,752,008

 
368,660

 
4.33
%
1,437,462

 
 
 
 
 
1,224,700

 
 
 
 
 
799,548

 
 
 
 
4,046,780

 
 
 
 
 
4,020,549

 
 
 
 
 
3,834,187

 
 
 
 
$
40,844,777

 
 
 
 
 
$
39,672,681

 
 
 
 
 
$
38,385,743

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
12,512,282

 
$
32,540

 
1.04
%
 
$
11,931,539

 
$
27,704

 
0.94
%
 
$
11,773,651

 
$
23,343

 
0.79
%
558,738

 
173

 
0.12
%
 
541,575

 
160

 
0.12
%
 
526,275

 
148

 
0.11
%
2,207,391

 
10,470

 
1.90
%
 
2,153,277

 
9,553

 
1.80
%
 
2,146,786

 
8,309

 
1.54
%
15,278,411

 
43,183

 
1.13
%
 
14,626,391

 
37,417

 
1.04
%
 
14,446,712

 
31,800

 
0.87
%
2,066,950

 
10,704

 
2.08
%
 
2,033,036

 
10,356

 
2.07
%
 
1,205,568

 
4,135

 
1.36
%
7,175,617

 
47,700

 
2.67
%
 
7,040,279

 
46,454

 
2.68
%
 
6,361,141

 
40,220

 
2.51
%
275,887

 
3,801

 
5.53
%
 
275,882

 
3,745

 
5.51
%
 
276,378

 
3,752

 
5.38
%
24,796,865

 
105,388

 
1.70
%
 
23,975,588

 
97,972

 
1.66
%
 
22,289,799

 
79,907

 
1.42
%
9,883,965

 
 
 
 
 
9,988,088

 
 
 
 
 
10,648,683

 
 
 
 
821,688

 
 
 
 
 
453,937

 
 
 
 
 
493,887

 
 
 
 
744,216

 
 
 
 
 
775,574

 
 
 
 
 
610,286

 
 
 
 
4,598,043

 
 
 
 
 
4,479,494

 
 
 
 
 
4,343,088

 
 
 
 
$
40,844,777

 
 
 
 
 
$
39,672,681

 
 
 
 
 
$
38,385,743

 
 
 
 
 
 
$
288,913

 
2.81
%
 
 
 
$
280,631

 
2.80
%
 
 
 
$
288,753

 
2.91
%
 
 
 
 
3.30
%
 
 
 
 
 
3.30
%
 
 
 
 
 
3.40
%
 
 
3,481

 
 
 
 
 
2,529

 
 
 
 
 
3,067

 
 
 
 
285,432

 
 
 
 
 
278,102

 
 
 
 
 
285,686

 
 
 
 
5,000

 
 
 
 
 
8,000

 
 
 
 
 
9,000

 
 
 
 
172,065

 
 
 
 
 
157,270

 
 
 
 
 
136,455

 
 
 
 
277,137

 
 
 
 
 
287,157

 
 
 
 
 
284,643

 
 
 
 
175,360

 
 
 
 
 
140,215

 
 
 
 
 
128,498

 
 
 
 
37,580

 
 
 
 
 
29,950

 
 
 
 
 
20,121

 
 
 
 
137,780

 
 
 
 
 
110,265

 
 
 
 
 
108,377

 
 
 
 
217

 
 
 
 
 
(347
)
 
 
 
 
 
(79
)
 
 
 
 
$
137,563

 
 
 
 
 
$
110,612

 
 
 
 
 
$
108,456

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
$
1.93

 
 

 
 

 
$
1.54

 
 

 
 

 
$
1.50

 
 

 

 
$
1.93

 
 

 
 

 
$
1.54

 
 

 
 

 
$
1.50

 
 


154


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.
ITEM 9A.  CONTROLS AND PROCEDURES
 
As of the end of the period covered by this report and pursuant to Rule 13a-15 of the Securities Exchange Act of 1934 (the “Exchange Act”), the Company's management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness and design of the Company's disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded, as of the end of the period covered by this report, that the Company's disclosure controls and procedures were effective in recording, processing, summarizing and reporting information required to be disclosed by the Company, within the time periods specified in the Securities and Exchange Commission's rules and forms.
 
In addition and as of the end of the period covered by this report, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f), as amended, of the Exchange Act) during the Company's fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.

Management's Report on Internal Control over Financial Reporting appears within Item 8, “Financial Statements and Supplementary Data.” The independent registered public accounting firm, Ernst & Young LLP, has audited the financial statements included in Item 8 and has issued an audit report on the Company's internal control over financial reporting, which appears therein.
ITEM 9B.  OTHER INFORMATION

None.
PART III
ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information set forth under the headings “Election of Directors,” “Executive Officers, “Insider Reporting,” “Director Nominations,” and “Report of the Audit Committee” in BOK Financial's 2020 Annual Proxy Statement is incorporated herein by reference.

The Company has a Code of Ethics which is applicable to all Directors, officers and employees of the Company, including the Chief Executive Officer and the Chief Financial Officer, the principal executive officer and principal financial and accounting officer, respectively. A copy of the Code of Ethics will be provided without charge to any person who requests it by writing to the Company's headquarters at Bank of Oklahoma Tower, P.O. Box 2300, Tulsa, Oklahoma 74192 or telephoning the Chief Risk Officer at (918) 588-6000. The Company will also make available amendments to or waivers from its Code of Ethics applicable to Directors or executive officers, including the Chief Executive Officer and the Chief Financial Officer, in accordance with all applicable laws and regulations.

There are no material changes to the procedures by which security holders may recommend nominees to the Company's board of directors since the Company's 2019 Annual Proxy Statement to Shareholders.
ITEM 11.  EXECUTIVE COMPENSATION

The information set forth under the heading “Compensation Discussion and Analysis,” “Compensation Committee Interlocks and Insider Participation", “Compensation Committee Report,” “Executive Compensation Tables,” and “Director Compensation” in BOK Financial's 2020 Annual Proxy Statement is incorporated herein by reference.

155


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information set forth under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Election of Directors” in BOK Financial's 2020 Annual Proxy Statement is incorporated herein by reference.
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information regarding related parties is set forth in Note 13 of the Company's Notes to Consolidated Financial Statements, which appears elsewhere herein. Additionally, the information set forth under the headings “Certain Transactions,” “Director Independence” and “Related Party Transaction Review and Approval Process” in BOK Financial's 2020 Annual Proxy Statement is incorporated herein by reference.
ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information set forth under the heading “Principal Accountant Fees and Services” in BOK Financial's 2020 Annual Proxy Statement is incorporated herein by reference.
PART IV
ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) (1)    Financial Statements

The following financial statements of BOK Financial Corporation are filed as part of this Form 10-K in Item 8:

Consolidated Statements of Earnings for the years ended December 31, 2019, 2018 and 2017
Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 and 2017
Consolidated Balance Sheets as of December 31, 2019 and 2018
Consolidated Statements of Changes in Equity for the years ended December 31, 2019, 2018 and 2017
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017
Notes to Consolidated Financial Statements
Annual Financial Summary - Unaudited
Quarterly Financial Summary - Unaudited
Reports of Independent Registered Public Accounting Firm

(a) (2)    Financial Statement Schedules

The schedules to the Consolidated Financial Statements required by Regulation S-X are not required under the related instructions or are inapplicable and are therefore omitted.



156


(a) (3)    Exhibits

Exhibit Number
Description of Exhibit
 
 
2.0
Agreement and Plan of Merger by and among BOK Financial Corporation, CoBiz Financial Inc., and BOKF Merger Corporation Number Sixteen dated June 17, 2018, incorporated by reference to EX 99.1 of Form 8-K filed on June 18, 2018.
 
 
3.0
The Articles of Incorporation of BOK Financial, incorporated by reference to (i) Amended and Restated Certificate of Incorporation of BOK Financial filed with the Oklahoma Secretary of State on May 28, 1991, filed as Exhibit 3.0 to S-1 Registration Statement No. 33-90450, and (ii) Amendment attached as Exhibit A to Information Statement and Prospectus Supplement filed November 20, 1991.
 
 
3.1
Bylaws of BOK Financial, as amended and restated as of October 30, 2007, incorporated by reference to Exhibit 3.1 of Form 8-K filed on November 5, 2007.
 
 
4.0
The rights of the holders of the Common Stock of BOK Financial are set forth in its Certificate of Incorporation.
 
 
4.1
Subordinated Notes Indenture, dated as of June 27, 2016, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's filing on Form 8-K filed June 27, 2016).
 
 
4.2
Form of 5.375% Subordinated Notes due 2056 Global Security (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form 8-A filed on June 24, 2016).
 
 
 
Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, BOK Financial is not filing certain documents. BOK Financial agrees to furnish a copy of each such documents to the Commission upon the request of the Commission.
 
 
4.3
Form of Subordinated Notes Indenture, to be dated as of June 25, 2015 between CoBiz Financial Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to CoBiz Financial Inc. Form 8-K filed June 25, 2015.
 
 
4.5
Form of 5.625% Subordinated Notes due June 25, 2030, incorporated by reference to Exhibit 4.2 to CoBiz Financial Inc. Form 8-K filed June 25, 2015.
 
 
10.4
Employment and Compensation Agreements.
 
 
10.4.2
Amended and Restated Deferred Compensation Agreement (Amended as of December 1, 2003) between Steven G. Bradshaw and BOK Financial Corporation, incorporated by reference to Exhibit 10.4.2 of Form 10-K for the fiscal year ended December 31, 2003.
 
 
10.4.2 (a)
409A Deferred Compensation Agreement between Steven G. Bradshaw and BOK Financial Corporation dated December 31, 2004, incorporated by reference to Exhibit 10.4.2 (a) of Form 8-K filed on January 5, 2005.
 
 
10.4.2 (b)
Amended and Restated Employment Agreement (amended as of June 30, 2013) between BOK Financial and Steven G. Bradshaw, incorporated by reference to Exhibit 99.A of Form 8-K filed August 20, 2013.
 
 
10.4.7
Amended and Restated Employment Agreement (amended June 15, 2013) between BOK Financial and Steven Nell incorporated by reference to Exhibit 99.B of Form 8-K filed September 4, 2013.
 
 
10.4.9
Amended and Restated Employment Agreement (amended as of June 15, 2013) between BOK Financial and Norman Bagwell, incorporated by reference to Exhibit 99.A of Form 8-K filed September 4, 2013.
 
 
10.4.10
Amended and Restated Employment Agreement (amended as of June 15, 2013) between BOK Financial and Stacy C. Kymes incorporated by reference to Exhibit 10.4.10 of Form 10-K for the fiscal year ended December 31, 2015.
 
 
10.4.11
Employment Agreement between BOK Financial and Scott B. Grauer dated December 18, 2013.
 
 
10.7.7
BOK Financial Corporation 2001 Stock Option Plan, incorporated by reference to Exhibit 4.0 of S-8 Registration Statement No. 333-62578.
 
 

157


Exhibit Number
Description of Exhibit
10.7.8
BOK Financial Corporation Directors' Stock Compensation Plan, incorporated by reference to Exhibit 4.0 of S-8 Registration Statement No. 33-79836.
 
 
10.7.9
Bank of Oklahoma Thrift Plan (Amended and Restated Effective as of January 1, 1995), incorporated by reference to Exhibit 10.7.6 of Form 10-K for the year ended December 31, 1994.
 
 
10.7.10
Trust Agreement for the Bank of Oklahoma Thrift Plan (December 30, 1994), incorporated by reference to Exhibit 10.7.7 of Form 10-K for the year ended December 31, 1994.
 
 
10.7.11
BOK Financial Corporation 2003 Stock Option Plan, incorporated by reference to Exhibit 4.0 of S-8 Registration Statement No. 333-106531.
 
 
10.7.12
BOK Financial Corporation 2003 Executive Incentive Plan, incorporated by reference to Exhibit 4.0 of S-8 Registration Statement No. 333-106530.
 
 
10.7.13
10b5-1 Repurchase Plan between BOK Financial Corporation and BOSC, Inc. dated May 27, 2008, incorporated by reference to Exhibit 10.1 of Form 8-K filed May 30, 2008.
 
 
10.7.14
BOK Financial Corporation 2003 Executive Incentive Plan, as amended and restated, for the Chief Executive Officer and for Direct Reports to the Chief Executive Officer, incorporated by reference to the Schedule 14 A Definitive Proxy Statement filed on March 15, 2011.
 
 
10.7.16
BOK Financial Corporation 2009 Omnibus Incentive Plan, Amended and Restated effective April 30, 2013, incorporated by reference to the Schedule 14A Definitive Proxy Statement filed on March 20, 2013.
 
 
10.8
Lease Agreement between Williams Headquarters Building LLC and BOKF, NA dated July 1, 2019.
 
 
10.8.1
First Amendment to Lease Agreement between Williams Headquarters Building LLC and BOKF, NA dated November 8th, 2019.
 
 
21
Subsidiaries of BOK Financial, filed herewith.
 
 
23
Consent of independent registered public accounting firm - Ernst & Young LLP, filed herewith.
 
 
31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
 
 
31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
 
 
32
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
 
 
99
Additional Exhibits.
 
 
101
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Earnings, (iii) the Consolidated Statements of Changes in Equity, (iv) the Consolidated Statement of Cash Flows and (v) the Notes to the Consolidated Financial Statements, filed herewith. The XBRL instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

(b)    Exhibits

See Item 15 (a) (3) above.


(c)    Financial Statement Schedules

See Item 15 (a) (2) above.

158



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BOK FINANCIAL CORPORATION

DATE: February 27, 2020                                                  BY:  /s/ George B. Kaiser                                                              
George B. Kaiser                        Chairman of the Board of Directors

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 27, 2020, by the following persons on behalf of the registrant and in the capacities indicated.

OFFICERS


/s/ George B. Kaiser
 
/s/ Steven G. Bradshaw
George B. Kaiser
Chairman of the Board of Directors
 

 
Steven G. Bradshaw
Director, President and Chief Executive Officer



/s/ Steven E. Nell
 
/s/ John C. Morrow
Steven E. Nell
Director, Executive Vice President and
Chief Financial Officer
 
John C. Morrow
Senior Vice President and
Chief Accounting Officer


159


DIRECTORS

 
 
 
/s/ Douglas D. Hawthorne
Alan S. Armstrong

 
Douglas D. Hawthorne
/s/ C. Frederick Ball, Jr.
 
/s/ Kimberley D. Henry
C. Frederick Ball, Jr.

 
Kimberley D. Henry
/s/ Steve Bangert
 
/s/ E. Carey Joullian, IV
Steve Bangert
 
E. Carey Joullian, IV
/s/ Peter C. Boylan III
 
/s/ Stanley A. Lybarger
Peter C. Boylan III
 
Stanley A. Lybarger
/s/ Chester E. Cadieux, III
 
/s/ Steven J. Malcolm
Chester E. Cadieux, III 
 
Steven J. Malcolm
/s/ Gerard P. Clancy
 
/s/ Emmet C. Richards
Gerard P. Clancy
 
Emmet C. Richards
/s/ John W. Coffey
 
 
John W. Coffey
 
Claudia San Pedro
/s/ Joseph W. Craft, III
 
/s/ Michael C. Turpen
Joseph W. Craft, III
 
Michael C. Turpen
/s/ Jack E. Finley
 
 
Jack E. Finley
 
R.A. Walker
/s/ David F. Griffin
 
/s/ Rose M. Washington
David F. Griffin 
 
Rose M. Washington
/s/ V. Burns Hargis
 
 
V. Burns Hargis
 
 

160

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