BOK Financial
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BOK Financial - 10-Q quarterly report FY2010 Q2


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As filed with the Securities and Exchange Commission on August 2, 2010

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
(Mark One)
 
x
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2010
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 CORPORATION
(Exact name of registrant as specified in its charter)
 
Oklahoma
 
73-1373454
(State or other jurisdiction
of Incorporation or Organization)
 
(IRS Employer
Identification No.)
   
Bank of Oklahoma Tower
   
P.O. Box 2300
   
Tulsa, Oklahoma
 
74192
(Address of Principal Executive Offices)
 
(Zip Code)
 
(918) 588-6000
(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer  x                                                                                                                  Accelerated filer  ¨                                                                                                 Non-accelerated filer  ¨

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 68,080,797 shares of common stock ($.00006 par value) as of June 30, 2010.
 

 
 

 

BOK Financial Corporation
Form 10-Q
Quarter Ended June 30, 2010

Index

Part I.  Financial Information
 
Management’s Discussion and Analysis (Item 2)        
3
Market Risk (Item 3)                                                                                              
47
Controls and Procedures (Item 4)
48
Consolidated Financial Statements – Unaudited (Item 1)
50
Six Month Financial Summary – Unaudited (Item 2)
82
Quarterly Financial Summary – Unaudited (Item 2)
83
Quarterly Earnings Trend – Unaudited
85
   
Part II.  Other Information
 
Item 1.  Legal Proceedings
86
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
86
Item 6.  Exhibits
86
Signatures
87


 
 

 

 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 

Performance Summary

BOK Financial Corporation (“the Company”) reported net income of $63.5 million or $0.93 per diluted share for the second quarter of 2010, compared to $60.1 million or $0.88 per diluted share for the first quarter of 2010 and $52.1 million or $0.77 per share for the second quarter of 2009.  Net income for the six months ended June 30, 2010 totaled $123.7 million or $1.81 per diluted share compared with net income of $107.1 million or $1.58 per diluted share for the six months ended June 30, 2009.

Net income for the first quarter of 2010 included a $6.5 million or $0.10 per diluted share day-one gain from the purchase of the rights to service $4.2 billion of residential mortgage loans on favorable terms.  Net income for the second quarter of 2009, included a $7.7 million or $0.11 per share special assessment by the Federal Deposit Insurance Corporation (“FDIC”).

Highlights of the second quarter of 2010 included:

·  
Net interest revenue totaled $182.1 million compared to $175.6 million for the second quarter of 2009 and $182.6 million for the first quarter of 2010.  Net interest margin was 3.63% for the second quarter of 2010, 3.55% for the second quarter of 2009 and 3.68% for the first quarter of 2010.  Average earning assets increased $149 million compared to the second quarter of 2009 and decreased $40 million compared to the first quarter of 2010.

·  
Fees and commissions revenue totaled $128.2 million for the second quarter of 2010, up $5.1 million over the second quarter of 2009 and up $12.9 million over the previous quarter.  Brokerage and trading revenue increased $3.0 million over the second quarter of 2009, partially offset by a decline of $1.5 million in mortgage banking revenue.  Trust fees and commissions, transaction card revenue and deposit service charges and fees all increased over the second quarter of 2009.  Brokerage and trading revenue increased $3.7 million, mortgage banking revenue increased $3.5 million and transaction card revenue increased $2.6 million over the prior quarter.  Deposit service charges and trust fees and commissions also increased over the prior quarter.

·  
Operating expenses, excluding changes in the fair value of mortgage servicing rights, totaled $186.5 million, up $2.8 million over the second quarter of the prior year and up $8.8 million from the prior quarter.  Net losses and operating expenses on repossessed assets increased $12.1 million over the second quarter of 2009, partially offset by the impact of the FDIC special assessment of $11.8 million.  Net losses and operating expenses of repossessed assets increased $5.8 million over the prior quarter.

·  
Combined reserves for credit losses totaled $315 million or 2.89% of outstanding loans at June 30, 2010 and $314 million or 2.86% of outstanding loans at March 31, 2010.  Net loans charged off and provision for credit losses were $35.6 million and $36.0 million, respectively, for the second quarter of 2010 compared to $34.9 million and $47.1 million, respectively for the second quarter of 2009 and $34.5 million and $42.1 million, respectively, for the first quarter of 2010.

·  
Nonperforming assets totaled $461 million or 4.19% of outstanding loans and repossessed assets at June 30, 2010, down from $483 million or 4.36% of outstanding loans and repossessed assets at March 31, 2010.  Newly identified nonaccruing loans totaled $58 million for the second quarter of 2010 and $81 million for the first quarter of 2010.

·  
Available for sale securities totaled $9.2 billion at June 30, 2010, up $322 million since March 31, 2010.  Other-than-temporary impairment charges on certain privately-issued residential mortgage backed securities reduced pre-tax income by $2.6 million during the second quarter of 2010, $279 thousand in the second quarter of 2009 and $4.2 million during the first quarter of 2010.


 
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·  
Outstanding loan balances were $10.9 billion at June 30, 2010, down $89 million since March 31, 2010.  Commercial real estate loans decreased $103 million.  The outstanding balance of commercial loans and unfunded commercial loan commitments were largely unchanged for the quarter.

·  
Total period-end deposits increased $560 million during the second quarter of 2010 to $16.1 billion.  Growth in interest-bearing transaction and demand deposits were offset by a decrease in higher-costing time deposits.

·  
Tangible common equity ratio increased to 8.88% at June 30, 2010 from 8.46% at March 31, 2010 largely due to retained earnings growth.  The tangible common equity ratio is a non-GAAP measure of capital strength used by the Company and investors based on shareholders’ equity as defined by generally accepted accounting principles in the United States of America minus intangible assets and equity that does not benefit common shareholders such as preferred equity and equity provided by the U.S. Treasury’s Troubled Asset Relief Program (“TARP”) Capital Purchase Program.  BOK Financial chose not to participate in the TARP Capital Purchase Program.  The Company and each of its subsidiary banks exceeded the regulatory definition of well capitalized.  The Company’s Tier 1 capital ratios as d efined by banking regulations were 11.90% at June 30, 2010 and 11.45% at March 31, 2010.

·  
The Company paid a cash dividend of $16.8 million or $0.25 per common share during the second quarter of 2010.  On July 27, 2010, the board of directors declared a cash dividend of $0.25 per common share payable on or about August 27, 2010 to shareholders of record as of August 13, 2010.


Results of Operations

Net Interest Revenue and Net Interest Margin

Net interest revenue totaled $182.1 million for the second quarter of 2010, up $6.5 million or 4% over the second quarter of 2009 and down $461 thousand compared to the first quarter of 2010.  The increase in net interest revenue compared to the second quarter of 2009 was due primarily to an 8 basis point improvement in net interest margin.  The decrease in net interest revenue from the first quarter of 2010 was due primarily to a 5 basis point decrease in net interest margin.  In addition, average earning assets were up over the second quarter of 2009, but down from the first quarter of 2010.

Average earning assets for the second quarter of 2010 increased $149 million or 1% compared to the second quarter of 2009.  Average available for sale securities, which consist largely of U.S. government agency issued residential mortgage-backed securities, increased $1.8 billion.  We purchased these securities to supplement earnings, especially in a period of declining loan demand, and to manage interest rate risk.  Average loans, net of allowances for loan losses, decreased $1.5 billion compared to the second quarter of 2009.   All major loan categories decreased largely due to reduced customer demand and normal repayment trends.  In addition, average balances of trading securities and residential mortgage loans held for sale were lower in the second quarter of 2010.

Growth in average earning assets was funded by a $505 million increase in average deposits.  Demand deposits for the second quarter of 2010 were up $478 million over the second quarter of 2009.  In addition, interest-bearing transaction accounts increased $1.4 billion over the second quarter of 2009.  Time deposits decreased $1.4 billion compared with the second quarter of 2009 as we continued to decrease brokered deposits and other higher costing time deposits.  Borrowed funds decreased $158 million compared to the second quarter of 2009.

Average earning assets decreased $40 million compared to the previous quarter.  Securities increased $155 million.  Growth in securities was due to a $79 million increase in investment securities and a $69 million increase in mortgage trading securities.  Residential mortgage loans held for sale increased $46 million.  Outstanding loans, net of allowance for loan losses, decreased $219 million.  Commercial, commercial real estate and consumer loan categories decreased in the second quarter of 2010.  Residential mortgage loans increased $15 million over the first quarter of 2010.  Deposits increased $441 million compared with the previous quarter, including a $324 million increase in interest-bearing transaction accounts and  a $175 million increase in demand d eposits, partially offset by a $71 million decrease in higher-costing time deposits.  Borrowed funds decreased $714 million compared to the previous quarter.


 
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Net interest margin was 3.63% for the second quarter of 2010, 3.55% for the second quarter of 2009 and 3.68% for the first quarter of 2010.

The increase in net interest margin over the second quarter of 2009 was due primarily to lower funding costs.  The cost of interest-bearing liabilities was 0.85% for the second quarter of 2010, down 46 basis points from the second quarter of 2009.  The yield on earning assets dropped 32 basis points over these same periods.

The tax-equivalent yield on earning assets was 4.33% for the second quarter of 2010, down 32 basis points from the second quarter of 2009.  Securities portfolio yields were down 94 basis points.  Our securities re-price as cash flow received is reinvested at current market rates.  The resulting change in yield on the securities portfolio occurs more slowly and may not immediately move in the same direction as changes in market rates.  The decrease in securities portfolio yields was partially offset by growth in loan yields.  Loan yields increased 19 basis points to 4.83%.  Funding costs were down 46 basis points from the second quarter of 2009.  The cost of interest-bearing deposits decreased 62 basis points and the cost of other borrowed funds decreased 4 basis points.

The tax-equivalent yield on earning assets for the second quarter of 2010 was down 8 basis points from the first quarter of 2010.  Yield on the securities portfolio dropped by 18 basis points due primarily to reinvestment of cash flows at current rates. Loan portfolio yields were up 2 basis points.  The cost of interest-bearing liabilities was down 2 basis points from the previous quarter.

The benefit to net interest margin from earning assets funded by non-interest bearing liabilities was 15 basis points for the second quarter of 2010 compared with 21 basis points in the second quarter of 2009 and 14 basis points in the preceding quarter.

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.  Approximately two-thirds of our commercial and commercial real estate loan portfolios are either variable rate or fixed rate 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.  To the extent that intermediate and longer term interest rates remain at extremely low levels, mortgage-related security prepayments may accelerate putting additional downward pressure on the securities portfolio yield and on net interest margin.  We also use derivative instruments to manage our interest rate risk.  Interest rate swaps with a combined notional amount of $30 million convert fixed rate liabilities to floating rate based on LIBOR.  Net interest revenue increased $1.0 million for the second quarter of 2010, $4.6 million in the second quarter of 2009 and $658 thousand in the first quarter of 2010 from periodic settlements of these contracts.  This increase in net interest revenue contributed 2 basis points to net interest margin in the second qua rter of 2010, 9 basis points in the second quarter of 2009 and 1 basis point in the first quarter of 2010.  Derivative contracts are carried on the balance sheet at fair value.  Changes in fair value of these contracts are reported in income as derivatives gains or losses in the Consolidated Statements of Earnings.


 
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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 1 and in the interest rate sensitivity projections as shown in the Market Risk section of this report.

Table 1 – Volume / Rate Analysis
            
(in thousands)
            
   
Three Months Ended
  
Six Months Ended
 
   
June 30, 2010 / 2009
  
June 30, 2010 / 2009
 
 
    
Change Due To (1)
     
Change Due To (1)
 
         
Yield /
        
Yield
 
   
Change
  
Volume
  
Rate
  
Change
  
Volume
  
/Rate
 
Tax-equivalent interest revenue:
                  
  Securities
 $319  $19,946  $(19,627) $(1,375) $173,475  $(174,850)
  Trading securities
  (322)  (541)  219   (549)  (3,055)  2,506 
  Loans
  (12,544)  (14,889)  2,345   (24,147)  (114,725)  90,578 
  Funds sold and resell agreements
  (6)  (3)  (3)  (28)  1   (29)
Total
  (12,553)  4,513   (17,066)  (26,099)  55,696   (81,795)
Interest expense:
                        
  Transaction deposits
  (3,318)  2,265   (5,583)  (8,600)  32,330   (40,930)
  Savings deposits
  81   13   68   150   (135)  285 
  Time deposits
  (15,574)  (7,478)  (8,096)  (34,671)  (11,198)  (23,473)
  Federal funds purchased and repurchase    agreements
  259   154   105   (544)  1,535   (2,079)
  Other borrowings
  (972)  (346)  (626)  (2,445)  2,710   (5,155)
  Subordinated debentures
  (97)  1   (98)  (97)  164   (261)
Total
  (19,621)  (5,391)  (14,230)  (46,207)  25,406   (71,613)
  Tax-equivalent net interest revenue
  7,068   9,904   (2,836)  20,108   30,290   (10,182)
Change in tax-equivalent adjustment
  (535)          (846)        
Net interest revenue
 $6,533          $19,262         
 (1) Changes attributable to both volume and yield/rate are allocated to both volume and yield/rate on an equal basis.


 
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Other Operating Revenue

Other operating revenue was $157.4 million for the second quarter of 2010 compared to $128.0 million for the second quarter of 2009 and $113.9 million for the first quarter of 2010.   Fees and commissions revenue increased $5.1 million or 4% compared with the second quarter of 2009.  Net gains on securities, derivatives and other assets increased $25.5 million, including an increase of $32.6 million on securities and derivatives held as an economic hedge of mortgage servicing rights.   Other-than-temporary impairment charges recognized in earnings were $1.1 million greater compared to the second quarter of 2009.

Other operating revenue increased $43.6 million compared to the first quarter of 2010.  Fees and commissions revenue increased $12.9 million.  Net gains on securities, derivatives and other assets increased $29.1 million over the first quarter of 2010, including $22.6 million on securities and derivatives held as an economic hedge of mortgage servicing rights.  Other-than-temporary impairment charges recognized in earnings were $1.6 million lower compared with the first quarter of 2010.
 
 
Table 2 – Other Operating Revenue 
                  
(In thousands)
                  
   
Three Months Ended
June 30,
  
Increase
  
% Increase
  
Three Months Ended
  
Increase
  
% Increase
 
   
2010
  
2009
  
(Decrease)
  
(Decrease)
  
March 31, 2010
  
(Decrease)
  
(Decrease)
 
                       
 Brokerage and trading revenue
 $24,754  $21,794  $2,960   14% $21,035  $3,719   18%
 Transaction card revenue
  28,263   27,533   730   3%  25,687   2,576   10%
 Trust fees and commissions
  17,737   16,860   877   5%  16,320   1,417   9%
 Deposit service charges and fees
  28,797   28,421   376   1%  26,792   2,005   7%
 Mortgage banking revenue
  18,335   19,882   (1,547)  (8)%  14,871   3,464   23%
 Bank-owned life insurance
  2,908   2,418   490   20%  2,972   (64)  (2)%
 Margin asset fees
  69   68   1   1%  36   33   92%
 Other revenue
  7,305   6,124   1,181   19%  7,602   (297)  (4)%
   Total fees and commissions revenue
  128,168   123,100   5,068   4%  115,315   12,853   11%
Gain (loss) on other assets
  1,545   973   572   N/A   (1,390)  2,935   N/A 
Gain (loss) on derivatives, net
  7,272   (1,037)  8,309   N/A   (341)  7,613   N/A 
Gain on available for sale securities
  8,469   16,670   (8,201)  N/A   4,076   4,393   N/A 
Gain (loss) on mortgage hedge securities
  14,631   (10,199)  24,830   N/A   448   14,183   N/A 
Gain on securities, net
  23,100   6,471   16,629   N/A   4,524   18,576   N/A 
Total other-than-temporary impairment
  (10,959)  (1,263)  (9,696)  N/A   (9,708)  (1,251)  N/A 
Portion of loss recognized in other comprehensive income
  (8,313)  279   (8,592)  N/A   (5,483)  (2,830)  N/A 
Net impairment losses recognized in earnings
  (2,646)  (1,542)  (1,104)  N/A   (4,225)  1,579   N/A 
     Total other operating revenue
 $157,439  $127,965  $29,474   23% $113,883  $43,556   38%
                              
Gain (loss) on change in fair value  of mortgage servicing rights
 $(19,458) $7,865  $(27,323)  N/A  $2,100(1) $(21,558)  N/A 
(1)  Excludes $11.8 million of initial pretax gain on the purchase of mortgage servicing rights.

Certain percentage increases (decreases) in non-fees and commissions revenue are not meaningful for comparison purposes based on the nature of the item.

Fees and commissions revenue

Diversified sources of fees and commission revenue are a significant part of our business strategy and represented 41% of total revenue for the second quarter of 2010, excluding provision for credit losses and gains and losses on asset sales, securities and derivatives.  We believe that a variety of fee revenue sources provide an offset to changes in interest rates, values in the equity markets, commodity prices and consumer spending, all of which can be volatile.  We expect continued growth in other operating revenue through offering new products and services and by expanding into markets outside of Oklahoma.  However, current and future economic conditions, regulatory constraints, increased competition and saturation in our existing markets could affect the rate of future increases.


 
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Changes in Federal banking regulations that became effective on July 1, 2010 are expected to reduce overdraft fee revenue by $10 million to $15 million over the second half of 2010.  We continue to explore options to mitigate the potential revenue decrease.  In addition, the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act gave federal banking agencies authority to increase the minimum deposit insurance fund ratio, increase regulatory capital requirements, impose additional rules and regulations over consumer financial products and services and limit the amount of interchange fee that may be charged in an electronic debit transaction.   The effect of this legislation on fee income and operating expenses cannot be accurately quantified at this time.

Brokerage and trading revenue increased $3.0 million or 14­­% compared to the second quarter of 2009.  Securities trading revenue totaled $14.2 million for the second quarter of 2010, up $180 thousand or 1% compared to the second quarter of 2009.  Higher mortgage lending activity by our mortgage banking customers increased the level of our mortgage securities transactions in both the second quarter of 2010 and 2009.  Customer hedging revenue, totaled $2.0 million for the second quarter of 2010, up $422 thousand or 26% over the second quarter of 2009 on higher energy prices and interest rate volatility.  Retail brokerage revenue increased $191 thousand or 4% over the second quarter of 2009 to $5.5 million and investment banking revenue increased $2.2 million over the second quarter of 2009 due to increased investment banking activity to $2.8 million.

Brokerage and trading revenue increased $3.7 million over the first quarter 2010 on higher securities trading revenue and investment banking activity.  Interest rate volatility during the second quarter of 2010 increased trading volumes in mortgage-backed securities.  Increases in securities trading revenue and investment banking revenue were partially offset by a decrease in derivative fee income and retail brokerage fees.

Transaction card revenue depends largely on the volume and amount of transactions processed, the number of ATM locations and the number of merchants served.  Transaction card revenue totaled $28.2 million for the second quarter of 2010, up $730 thousand or 3% over the second quarter of 2009.  Check card revenue increased $906 thousand or 12% to $8.4 million and merchant discounts increased $829 thousand or 12% to $7.7 million on both on higher transaction volumes, partially offset by a decline in ATM network revenue of $1.0 million or 8% below the second quarter of 2009.  Increased ATM transaction volumes were offset by a decrease in the average rate charged per transaction.  Transaction card revenue increased $2.6 million over the first quarter of 2010 primarily due to a higher volume of merchant d iscount fees and ATM network revenue.  Check card fees were also up.

Trust fees and commissions increased $877 thousand or 5% over the second quarter of 2009 to $17.7 million.  The revenue increase was due to the timing of tax service fees and an increase in the fair value of trust assets, partially offset by lower balances in our proprietary mutual funds.  We continue to voluntarily waive administration fees on the Cavanal Hill money market funds in order to maintain positive yields on these funds in the current low short-term interest rate environment.  Waived fees totaled $816 thousand for the second quarter of 2010 and $876 thousand for the second quarter of 2009.  The fair value of trust assets administered by the Company totaled $29.8 billion at June 30, 2010 compared to $30.7 billion at March 31, 2010 and $29.3 billion at June 30, 2009.  Trust fees a nd commissions also increased $1.4 million over the first quarter of 2010 due primarily to the timing of tax service fees.

Deposit service charges and fees increased $376 thousand or 1% compared to the second quarter of 2009.  Commercial account service charge revenue decreased $1.0 million or 12% to $7.4 million.  Customers kept greater commercial account balances which increased the earnings credit, a non-cash method for commercial customers to avoid incurring charges for deposit services based on account balances.  Overdraft fees increased $1.1 million or 6% to $19.3 million.  The increase in overdraft fees was primarily due to a new service charge imposed in the second quarter of 2010 on accounts that remain overdrawn for more than five days.  A 10% decrease in transaction volumes from the second quarter of 2009 was mostly offset by an 8% increase in the average per item overdraft fee charged which was imp lemented in the third quarter of 2009.

Deposit service charges and fees were up $2.0 million over the prior quarter largely due to a new service charge imposed on accounts that remain overdrawn more than five days partially offset by a decrease in commercial account service charge revenue in the second quarter of 2010.

Mortgage banking revenue decreased $1.5 million or 8% compared with the second quarter.  Revenue from originating and marketing mortgage loans totaled $8.8 million, a $6.3 million decrease compared to the second quarter of 2009.  Mortgage loans originated for sale in the secondary market totaled $541 million for the second quarter of 2010 and $1.0 billion for the second quarter of 2009.  Mortgage servicing revenue totaled $9.6 million, up $4.8 million or 99% over the second quarter of.  The outstanding principal balance of mortgage loans serviced for

 
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others totaled $11.1 billion at June 30, 2010 and $6.1 billion at June 30, 2009.  We purchased the rights to service approximately $4.2 billion of residential mortgage loans in the first quarter of 2010.  This purchase added servicing fee revenue of $2.0 million to the first quarter of 2010 and $3.5 million to the second quarter of 2010.

Mortgage banking revenue was up $3.5 million over the first quarter of 2010 on a $2.3 million increase in revenue from originating and marketing mortgage loans and a $1.2 million increase in mortgage servicing revenue.  Mortgage loans originated for sale in the secondary market totaled $382 million for the first quarter of 2010.  The outstanding principle balance of mortgage loans serviced for others totaled $10.9 billion at March 31, 2010.

Net gains on securities, derivatives and other assets

We recognized $8.5 million of gains on sales of $595 million of available for sale securities in the second quarter of 2010, excluding securities held as an economic hedge of mortgage servicing rights.  Securities were sold either because they had reached their expected maximum potential return or to mitigate exposure from rising interest rates.

As more fully discussed in Note 2 to the Consolidated Financial Statements, we recognized an other-than-temporary impairment loss on certain private-label residential mortgage-backed securities of $2.6 million in earnings during the second quarter of 2010 related to additional declines in projected cash flows as a result of worsening trends in delinquencies and foreclosures.

Mortgage hedge securities and derivative contracts are held as an economic hedge of the changes in fair value of mortgage servicing rights that fluctuates due to changes in prepayment speeds and other assumptions as more fully described in Note 6 to the Consolidated Financial Statements.

Table 3 – Gain (Loss) on Mortgage Servicing Rights
   
(In thousands)
   
   
Three Months Ended
 
   
June 30, 2010
  
March 31, 2010
  
June 30,
2009
 
           
Gain (loss) on mortgage hedge derivative contracts
 $7,800  $(659) $ 
Gain (loss) on mortgage hedge securities
  14,631   448   (10,199)
Total gain (loss) on financial instruments held as an economic hedge of mortgage servicing rights
   22,431   (211)  (10,199)
Gain (loss) on change in fair value of mortgage servicing rights
  (19,458)  2,100(1)  7,865 
Gain (loss) on changes in fair value of mortgage servicing rights, net of economic hedges
 $ 2,973  $ 1,889  $(2,334)
(1)  Excluding $11.8 million day-one gain on the purchase of mortgage servicing rights.

In addition to the gain (loss) on mortgage hedge derivative contracts, net gains or losses on derivatives includes fair value adjustments of derivatives used to manage interest rate risk and certain liabilities we have elected to carry at fair value.  Derivative instruments generally consist of interest rate swaps where we pay a variable rate based on LIBOR and receive a fixed rate.  The fair value of these swaps generally decrease in value resulting in a loss to the Company as interest rates rise and increase in value resulting in a gain to the Company as interest rates fall.  Certain certificates of deposit have been designated as reported at fair value.  This determination is made when the certificates of deposit are issued based on our intent to swap the interest rate on the certificates from a fixed rate to a LIBOR-based variable rate.  As interest rates fall, the fair value of these fixed-rate certificates of deposit generally increases and we recognize a loss.  Conversely, as interest rates rise, the fair value of these fixed-rate certificates of deposit generally decreases and we recognize a gain.

Other Operating Expense

Other operating expense for the second quarter of 2010 totaled $205.9 million, up $30.1 million or 17% compared to the second quarter of 2009.  Changes in the fair value of mortgage servicing rights increased operating expense $27.3 million.  In addition, operating expenses for the second quarter of 2009 included an $11.8 million FDIC special assessment.  Excluding changes in the fair value of mortgage servicing rights and the FDIC special assessment, operating expenses were up $14.6 million or 8%.  Personnel expenses increased $863 thousand or 1%.

 
- 9 -

 

Net losses and operating expenses related to repossessed assets were up $12.1 million over the second quarter of 2009.  Remaining non-personnel operating expenses increased $1.7 million or 2% over the prior year.

Other operating expenses increased $42.2 million compared to the first quarter of 2010.  Changes in the fair value of mortgage servicing rights increased operating expense $33.4 million.  Personnel expenses were largely unchanged compared to the first quarter of 2010  Non-personnel expenses, excluding the changes in the fair value of mortgage servicing rights, increased $8.6 million, primarily composed of a $5.8 million increase in net losses and operating expenses of repossessed assets.

During the first quarter of 2010, the Company purchased the rights to service more than 34 thousand residential mortgage loans with unpaid principal balances of $4.2 billion.  The loans to be serviced are primarily concentrated in the New Mexico market and predominately held by Fannie Mae, Freddie Mac and Ginnie Mae.  The cash purchase price for these servicing rights was approximately $32 million.  The day-one fair value of the servicing rights purchased, based on independent valuation analyses, which were further supported by assumptions and models we regularly use to value our portfolio of servicing rights, was $11.8 million higher than the purchase price.  This amount is included in the change in fair value of mortgage servicing rights for the first quarter of 2010.  The discounted pur chase price can be directly attributed to the distressed financial condition of the seller, which was subsequently closed by federal banking regulators.

Table 4 – Other Operating Expense
                   
(In thousands)
                     
   
Three Months
     
%
        
%
 
   
Ended June 30,
  
Increase
  
Increase
  
Mar. 31,
  
Increase
  
Increase
 
   
2010
  
2009
  
(Decrease)
  
(Decrease)
  
2010
  
(Decrease)
  
(Decrease)
 
                       
 Regular compensation
 $58,932  $58,573  $359   1% $57,760  $1,172   2%
 Incentive compensation:
                            
 Cash-based
  22,148   20,427   1,721   8%  18,677   3,471   19%
 Stock-based
  390   2,443   (2,053)  (84)%  4,484   (4,094)  (91)%
 Total incentive compensation
  22,538   22,870   (332)  (1)%  23,161   (623)  (3)%
 Employee benefits
  15,584   14,748   836   6%  15,903   (319)  (2)%
 Total personnel expense
  97,054   96,191   863   1%  96,824   230    
 Business promotion
  4,945   4,569   376   8%  3,978   967   24%
 Professional fees and services
  6,668   7,363   (695)  (9)%  6,401   267   4%
 Net occupancy and equipment
  15,691   15,973   (282)  (2)%  15,511   180   1%
 Insurance
  5,596   5,898   (302)  (5)%  6,533   (937)  (14)%
 FDIC special assessment
     11,773   (11,773)  (100)%         
 Data processing & communications
  21,940   20,452   1,488   7%  20,309   1,631   8%
 Printing, postage and supplies
  3,525   4,072   (547)  (13)%  3,322   203   6%
 Net losses & operating expenses of repossessed assets
  13,067   996   12,071   N/A   7,220   5,847   81%
 Amortization of intangible assets
  1,323   1,686   (363)  (22)%  1,324   (1)   
 Mortgage banking costs
  10,380   9,336   1,044   11%  9,267   1,113   12%
 Change in fair value of mortgage servicing rights
  19,458   (7,865)  27,323   N/A   (13,932)  33,390   N/A 
 Other expense
  6,265   5,326   939   18%  6,975   (710)  (10)%
 Total other operating expense
 $205,912  $175,770  $30,142   17% $163,732  $42,180   26%
                              
 Number of employees (full-time equivalent)
  4,428   4,434   (6)     4,425   3    
Certain percentage increases (decreases) are not meaningful for comparison purposes.


 
- 10 -

 

Personnel expense

Regular compensation, which consists of salaries and wages, overtime pay and temporary personnel costs increased $359 thousand or 1% over the second quarter of 2009 primarily due to standard annual merit increases which were effective in the second quarter of 2010.  The Company generally awards annual merit increases effective April 1st for a majority of its staff.

Incentive compensation decreased $332 thousand or 1% compared to the second quarter of 2009.  Cash-based incentive compensation plans are either intended to provide current rewards to employees who generate long-term business opportunities to the Company based on growth in loans, deposits, customer relationships and other measurable metrics or intended to compensate employees with commissions on completed transactions.  The $1.7 million increase in cash-based incentive compensation from the second quarter of 2009 included a $545 thousand increase in commissions related to brokerage and trading revenue.

The Company also provides stock-based incentive compensation plans.  Stock-based compensation plans include both equity and liability awards.  Compensation expense related to liability awards decreased $3.0 million compared with the second quarter of 2009 due to changes in the market value of BOK Financial common stock and other investments.  The market value of BOK Financial common stock decreased $4.97 per share in the second quarter of 2010 and increased $3.17 per share in the second quarter of 2009.  Compensation expense for equity awards increased $882 thousand compared with the second quarter of 2009.  Expense for equity awards is based on the grant-date fair value of the awards and is unaffected by subsequent changes in fair value.

Employee benefit expense increased $836 thousand or 6% compared to the second quarter of 2009 primarily due to increased expenses related to employee retirement plans, payroll taxes and other benefits costs, partially offset by a decrease in employee training and development costs.  Medical insurance costs were largely unchanged, down 1% from the prior year.  The Company self-insures a portion of its employee health care coverage and these costs may be volatile.

Personnel expense increased $230 thousand compared with the first quarter of 2010 primarily due to annual merit increases in regular compensation.  Incentive compensation decreased $623 thousand and employee benefits expense decreased $319 thousand.  Stock-based compensation decreased $4.1 million in the second quarter primarily due to changes in the market value of BOK Financial common stock and other investments.  Cash-based incentive compensation increased $3.5 million, including $1.8 million from commissions related to brokerage and trading revenue.  Employee benefit expenses for the first quarter of 2010 include a seasonal increase in payroll taxes.

Non-personnel operating expenses

Non-personnel operating expenses, excluding changes in the fair value of mortgage servicing rights and an FDIC special assessment, increased $13.7 million over the second quarter of 2009.  Higher net losses and operating expenses related to repossessed assets and mortgage banking costs was offset by decreases in most other operating expense categories.  Net losses and operating expenses of repossessed assets increased $12.1 million, data processing and communications expense increased $1.5 million on higher transaction volumes and mortgage banking costs increased $1.0 million.  Net losses from sales and write-downs of repossessed property increased $10.7 million based on our quarterly review of carrying values.  Operating expenses on repossessed assets increased $1.4 million.

Non-personnel operating expenses, excluding changes in the fair value of mortgage servicing rights, increased $8.6 million compared to the first quarter of 2010 primarily due to a $5.8 million increase in net losses and operating expenses of repossessed assets.  Net losses from sales and write-downs of repossessed property increased $5.6 million based on our quarterly review of carrying values.  Operating expenses on repossessed assets were up $202 thousand.  In addition, data processing expense increased $1.7 million driven primarily by increased transaction card volumes.


 
- 11 -

 

Income Taxes

Income tax expense was $32.0 million or 33% of book taxable income for the second quarter of 2010 compared to $28.3 million or 35% of book taxable income for the second quarter of 2009 and $30.3 million or 33% of book taxable income for the first quarter of 2010.

BOK Financial operates in numerous jurisdictions, which requires judgment regarding the allocation of income, expense and earnings under various laws and regulations of each of these taxing jurisdictions.  Each jurisdiction may audit our tax returns and may take different positions with respect to these allocations.  The reserve for uncertain tax positions was approximately $13 million at June 30, 2010 and was largely unchanged from March 31, 2010.
 
 

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 to small businesses, middle market and larger commercial customers.  Commercial banking also includes the TransFund network.  Consumer banking includes retail lending and deposit services and all mortgage banking activities. Wealth management provides fiduciary services, brokerage and trading, private bank services and investment advisory services in all markets.  Wealth management also originates loans for high net worth clients.

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.

We allocate resources and evaluate the performance of our lines of business after allocation of funds, certain indirect expenses, taxes based on statutory rates, actual net credit losses and capital costs. The cost of funds borrowed from the funds management unit by the operating lines of business is transfer priced at rates that approximate market for funds with similar duration.  Market is 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.

The value of funds provided by the operating lines of business to the funds management unit is based on applicable Federal Home Loan Bank advance rates.  Deposit accounts with indeterminate maturities, such as demand deposit accounts and interest-bearing transaction accounts, are transfer-priced at a rolling average based on expected duration of the accounts.  The expected duration ranges from 30 days for certain rate-sensitive deposits to five years.

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 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 5, net income attributable to our lines of business increased $1.2 million over the second quarter of 2009.   The increase in net income attributed to our lines of business was due primarily decreased operating expenses attributed to the lines of business and an increase in the gain on the changes in the fair value of the mortgage servicing rights, net of economic hedges, offset by increased net losses on repossessed assets.  The increase in net income attributed to funds management and other was primarily due to growth in the securities portfolio and a decrease in loan loss provision.


 
- 12 -

 


Table 5 – Net Income by Line of Business
      
(In thousands)
      
   
Three Months Ended June 30,
  
Six Month Ended June 30,
 
   
2010
  
2009
  
2010
  
2009
 
Commercial banking
 $13,353  $16,326  $24,777  $32,845 
Consumer banking
  9,018   6,653   25,596   16,050 
Wealth management
  3,535   1,707   6,657   7,219 
Subtotal
  25,906   24,686   57,030   56,114 
Funds management and other
  37,616   27,429   66,625   51,033 
Total
 $63,522  $52,115  $123,655  $107,147 

Commercial Banking

Commercial banking contributed $13.4 million to consolidated net income in the second quarter of 2010, down from $16.3 million in the second quarter of 2009.  The decrease in commercial banking net income was primarily due to a $10.8 million increase in losses on repossessed assets, partially offset by a $5.3 million decrease in operating expenses compared to the prior year.  Operating revenues were flat compared to the prior year.  Net interest revenue and charge-offs decreased from the second quarter of 2009.


Table 6 – Commercial Banking
               
(Dollars in thousands)
               
   
Three Months Ended
June 30,
  
Increase
  
Six Months Ended
June 30,
  
Increase
 
   
2010
  
2009
  
(Decrease)
  
2010
  
2009
  
(Decrease)
 
                    
NIR (expense) from external sources
 $85,116  $87,016  $(1,900) $170,014  $172,615  $(2,601)
NIR (expense) from internal sources
  (12,712)  (13,251)  539   (25,173)  (25,950)  777 
                          
Total net interest revenue
  72,404   73,765   (1,361)  144,841   146,665   (1,824)
                          
Other operating revenue
  33,642   33,837   (195)  63,461   67,261   (3,800)
Operating expense
  50,973   56,286   (5,313)  101,131   110,032   (8,901)
Net loans charged off
  22,477   24,655   (2,178)  50,856   49,013   1,843 
Gain (loss) on repossessed assets, net
  (10,742)  59   (10,801)  (15,764)  (1,125)  (14,639)
Income before taxes
  21,854   26,720   (4,866)  40,551   53,756   (13,205)
Federal and state income tax
  8,501   10,394   (1,893)  15,774   20,911   (5,137)
                          
Net income
 $13,353  $16,326  $(2,973) $24,777  $32,845  $(8,068)
                          
Average assets
 $8,990,120  $10,381,632  $(1,391,512) $9,086,117  $10,566,763  $(1,480,646)
Average loans
  8,237,283   9,436,325   (1,199,042)  8,305,366   9,618,102   (1,312,736)
Average deposits
  5,941,486   5,234,401   707,085   5,816,028   4,993,078   822,950 
Average invested capital
  990,239   1,067,061   (76,822)  1,005,051   1,086,626   (81,575)
Return on average assets
  0.60%  0.63% 
(3) b.p.
   0.55%  0.63% 
(8) b.p.
 
Return on invested capital
  5.41%  6.14% 
(73) b.p.
   4.97%  6.10% 
(113) b.p.
 
Efficiency ratio
  48.07%  52.31% 
(424) b.p.
   48.55%  51.43% 
(288) b.p.
 
Net charge-offs (annualized) to average loans
  1.09%  1.05% 
4 b.p.
   1.23%  1.03% 
20 b.p.
 

Net interest revenue decreased $1.4 million or 2% from the second quarter of 2009.  Average loan balances attributed to commercial banking decreased $1.2 billion due to reduced customer demand and normal repayment trends, which decreased net interest revenue by $6.6 million.  This was offset by a $4.2 million improvement in loan spreads on loans attributable to commercial banking.  The decreased internal transfer pricing credit provided to the commercial banking unit on $5.2 billion of average deposits sold to the funds management unit reduced net interest revenue by approximately $1.1 million as deposit spreads compressed due to lower interest rates in the second

 
- 13 -

 

quarter of 2010 compared to the second quarter of 2009.  This decrease was partially offset by a $384 thousand increase in net interest revenue related to a $707 million increase in average deposits compared to the second quarter of 2009.

Other operating revenue was largely unchanged from the second quarter of 2009.  Service charges on commercial deposit accounts were down $1.0 million compared to the second quarter of 2009 as customers kept greater commercial deposit balances to offset the decrease in the earnings credit, which provides a non-cash method for commercial customers to avoid incurring charges for deposit services based on account balance.  This was mostly offset by a $505 thousand increase in brokerage and trading revenue.

Operating expenses were down $5.3 million or 9% compared to the second quarter of 2009.  Costs allocated to the commercial banking segment were down $7.0 million primarily on reduced lending activities.   This was partially offset by $1.4 million of increased data processing costs related to higher transaction card volumes and a $1.1 million increase in repossession expenses.  Average repossessed asset balances increased $51 million over the second quarter of 2009.

The average outstanding balance of loans attributed to commercial banking was $9.0 billion for the second quarter of 2010, down $1.4 billion or 13% compared to the second quarter of 2009.  See Loan section following for additional discussion of changes in commercial and commercial real estate loans which are primarily attributed to the commercial banking segment.  Net commercial banking loans charged off decreased $2.2 million compared to the second quarter of 2009 to $22.5 million or 1.09% of average loans attributed to this line of business on an annualized basis.
 
 
Average deposits attributed to commercial banking were $5.9 billion for the second quarter of 2010, up $707 million or 14% over the second quarter of 2009.  Average balances attributed to our energy customers increased $238 million or 56% and average deposit balances attributed to our commercial & industrial customers increased $175 million or 9%.  Average deposit balances attributable to our small business customers increased $139 million or 14% over the second quarter of 2009.  Average treasury services deposit balances increased $109 million or 7% and average deposits attributable to our commercial real estate customers increased $25 million or 11%.



 
- 14 -

 

Consumer Banking

Consumer banking services are provided through four primary distribution channels:  traditional branches, supermarket branches, the 24-hour ExpressBank call center and online internet banking.

Consumer banking contributed $9.0 million to consolidated net income for the second quarter of 2010, up $2.4 million compared to the second quarter of 2009.  The change in the fair value of the mortgage servicing rights, net of economic hedge contributed $3.0 million to net income for the second quarter of 2010, up $5.3 million compared to the second quarter of 2009.  Net charge-offs of loans attributed to the consumer banking unit increased $4.3 million over the second quarter of 2009, partially offset by a $2.9 million decrease in operating expenses compared to the second quarter of 2009.

Table 7 – Consumer Banking
               
(Dollars in thousands)
               
   
Three Months Ended
June 30,
  
Increase
  
Six Months Ended
June 30,
  
Increase
 
 
 
2010
  
2009
  
(Decrease)
  
2010
  
2009
  
(Decrease)
 
NIR (expense) from external sources
 $21,587  $12,877  $8,710  $41,171  $25,199  $15,972 
NIR (expense) from internal sources
  11,452   21,146   (9,694)  23,312   46,108   (22,796)
                          
Total net interest revenue
  33,039   34,023   (984)  64,483   71,307   (6,824)
                          
Other operating revenue
  50,466   49,632   834   93,709   94,917   (1,208)
Operating expense
  61,874   64,759   (2,885)  118,203   126,388   (8,185)
Net loans charged off
  9,943   5,653   4,290   13,276   11,236   2,040 
Increase (decrease) in fair value of mortgage service rights
  (19,458)  7,865   (27,323)  (5,526)  9,820   (15,346)
Gain (loss) on financial instruments,
   net
  22,431   (10,199)  32,630   22,220   (12,317)  34,537 
Gain (loss) on repossessed assets, net
  98   (20)  118   121   166   (45)
Income before taxes
  14,759   10,889   3,870   43,528   26,269   17,259 
Federal and state income tax
  5,741   4,236   1,505   16,932   10,219   6,713 
                          
Net income
 $9,018  $6,653  $2,365  $26,596  $16,050  $10,546 
                          
Average assets
 $6,198,808  $6,258,278  $(59,470) $6,179,261  $6,150,752  $28,509 
Average loans
  2,142,757   2,637,934   (495,177)  2,144,105   2,637,179   (493,074)
Average deposits
  6,094,975   6,156,665   (61,690)  6,079,960   6,051,901   28,059 
Average invested capital
  208,648   246,247   (37,599)  204,723   233,987   (29,264)
Return on average assets
  0.58%  0.43% 
15 b.p.
   0.87%  0.53% 
34 b.p.
 
Return on invested capital
  17.34%  10.84% 
650 b.p.
   26.20%  13.83% 
1,237 b.p.
 
Efficiency ratio
  74.10%  77.41% 
(331) b.p.
   74.72%  76.03% 
(131) b.p.
 
Net charge-offs (annualized) to
   average loans
  1.86%  0.86% 
100 b.p.
   1.25%  0.86% 
39 b.p.
 
Mortgage loans funded for resale
 $540,741  $1,023,272  $(482,531) $922,769  $1,731,833  $(809,064)

   
June 30, 2010
  
June 30, 2009
  
Increase
(Decrease)
 
Branch locations
  198   197   1 
Mortgage loans serviced for others
 $11,057,385  $6,082,501  $4,974,884 

Net interest revenue from consumer banking activities decreased $984 thousand or 3% from the second quarter of 2009.  Average earning assets were flat compared to the second quarter of 2009, decreasing only $59 million.  Net interest revenue decreased $1.4 million related to a $495 million decrease in average loan balances attributed to the consumer banking division and $946 thousand due to a decrease in loan margins.  Average loans decreased $250 million from the second quarter of 2009, due to the previously disclosed decision by the Company to exit the indirect automobile loan business in the first quarter of 2009.

 
- 15 -

 

Other operating revenue increased $834 thousand or 2% over the second quarter of 2009 primarily due to a $1.4 million increase in deposits service charges due to a new service charge imposed on accounts that remain overdrawn for more than five days, offset by a $1.5 million decrease in mortgage banking revenue as mortgage lending volumes have declined from their historic highs in the second quarter of 2009.  Transaction card revenue increased $891 thousand or 11% over the second quarter of 2009.

Operating expenses decreased $2.9 million or 4% compared to the second quarter of 2009, primarily due to a $5.8 million decrease in corporate expenses allocated to the consumer banking division, partially offset by a $2.4 million increase in repossession expenses.

Net loans charged off by the consumer banking unit totaled $9.9 million in the second quarter of 2010 up from $5.7 million in the second quarter of 2009.  Net consumer banking charge-offs include residential mortgage loans, indirect automobile loans, overdrawn deposit accounts and other direct consumer loans.  The increase in net loans charged-off was due primarily to residential mortgage loans.

Average consumer deposits decreased $62 million or 1% compared to the second quarter of 2009.  Average interest-bearing transaction accounts were up $391 million or 17% and average demand deposit accounts increased $42 million or 5% over the second quarter of 2009.  Average time deposits decreased $507 million or 18% compared to the second quarter of 2009.  Movement of funds among the various types of consumer deposits was largely based on interest rates and product features offered.

Our Consumer Banking division originates, markets and services conventional and government-sponsored mortgage loans for all of our geographical markets.  During the second quarter of 2010, $604 million of mortgage loans were funded compared with $1.0 billion funded in the second quarter of 2009.  Approximately 47% of our mortgage loans funded was in the Oklahoma market, 15% in the Texas market and 12% in the Colorado market.  In addition to the $11 billion of mortgage loans serviced for others, the Consumer banking division also services $806 million of loans for affiliated entities.  Approximately 96% of the mortgage loans serviced were to borrowers in our primary geographical market areas.  Mortgage servicing revenue increased to $9.6 million in the second quarter of 2010 from $8.4 milli on in the second quarter of 2009, primarily due to mortgage servicing rights purchased in the first quarter of 2010.

Changes in fair value of our mortgage loan servicing rights, net of economic hedge, increased consumer banking net income by $3.0 million in the second quarter of 2010 compared with a decrease in net income of $2.3 million in the second quarter of 2009.  Changes in the fair value of mortgage servicing rights and securities held as an economic hedge are due to movements in interest rates, actual and anticipated loan prepayment speeds and related factors.


 
- 16 -

 

Wealth Management

Wealth Management contributed consolidated net income of $3.5 million, up $1.8 million or 107% over the second quarter 2009. The increase in net income was primarily due to an increase in investment banking and trust fees.

Table 8 – Wealth Management
               
(Dollars in thousands)
               
   
Three Months Ended
June 30,
  
Increase
  
Six Months Ended
June 30,
  
Increase
 
   
2010
  
2009
  
(Decrease)
  
2010
  
2009
  
(Decrease)
 
NIR (expense) from external sources
 $8,324  $5,690  $2,634  $16,928  $9,545  $7,383 
NIR (expense) from internal sources
  2,391   5,723   (3,332)  5,412   13,326   (7,914)
                          
Total net interest revenue
  10,715   11,413   (698)  22,340   22,871   (531)
                          
Other operating revenue
  42,020   38,556   3,464   79,340   79,829   (489)
Operating expense
  43,829   42,546   1,283   84,901   84,327   574 
Net loans charged off
  3,135   4,629   (1,494)  5,900   6,558   (658)
Gain on financial instruments, net
  15      15   16      16 
Income before taxes
  5,786   2,794   2,992   10,895   11,815   (920)
Federal and state income tax
  2,251   1,087   1,164   4,238   4,596   (358)
                          
Net income
 $3,535  $1,707  $1,828  $6,657  $7,219  $(562)
                          
Average assets
 $3,355,079  $3,092,574  $262,505  $3,321,811  $3,049,610  $272,201 
Average loans
  1,084,581   1,049,921   34,660   1,084,835   1,038,787   46,048 
Average deposits
  3,273,332   3,024,808   248,524   3,241,774   2,977,227   264,547 
Average invested capital
  170,086   201,630   (31,544)  171,271   194,880   (23,609)
Return on assets
  0.42%  0.22% 
20 b.p.
   0.40%  0.48% 
(8) b.p.
 
Return on invested capital
  8.34%  3.40% 
494 b.p.
   7.84%  7.47% 
37 b.p.
 
Efficiency ratio
  83.11%  85.14% 
(203) b.p.
   83.50%  82.11% 
139 b.p.
 
Net charge-offs (annualized) to average loans
  1.16%  1.77% 
(61) b.p.
   1.10%  1.27% 
(17) b.p.
 

   
June 30,
2010
  
June 30, 2009
  
Increase
(Decrease)
 
Trust assets
 $29,825,608  $29,288,041  $537,567 

Net interest revenue for the second quarter of 2010 was down $698 thousand or 6% compared to the second quarter of 2009.  Net interest revenue decreased $1.2 million due to lower internal transfer pricing credit provided to the wealth management segment for deposits sold to our funds management unit, partially offset by a $624 thousand increase in net interest revenue due to a $249 million increase in average deposits.

Other operating revenue increased $3.5 million or 9% over the second quarter of 2009.  Investment banking revenue increased $1.9 million on increased activity.  Trust fees and commissions were up $884 thousand or 5% primarily due to the timing of tax service fees and an increase in the fair value of trust assets.

Operating expenses increased $1.3 million over the second quarter of 2009 primarily due to a $1.9 million increase in commissions related to brokerage and trading revenue.

Growth in average assets was largely due to funds sold to the funds management unit.  Funds provided by wealth management deposits, which are largely sold to the funds management unit, increased primarily due to an increase in interest bearing transaction accounts and demand deposits, offset by a decrease in higher costing time deposits.    The continued growth in wealth management deposits reflect continued movement of customer funds from managed money market products that were not on the Company’s balance sheet to deposits as well as high net worth customer relationship growth.  Average deposits provided by the wealth management division in the second quarter of 2010.

 
- 17 -

 

increased $249 million compared over the second quarter of 2009.  Interest-bearing transaction accounts averaged $2.3 billion for the second quarter of 2010, an increase of $351 million or 25% over the second quarter of 2009.  Average time deposits were $694 million, down $262 million or 27% compared to last year.

At June 30, 2010 and  2009, the Wealth Management line of business was responsible for trust assets with aggregate market values of $29.8 billion and $29.3 billion, respectively, under various fiduciary arrangements.  We have sole or joint discretionary authority over $10.3 billion of trust assets at June 30, 2010 compared to $11.0 billion of trust assets at June 30, 2009.  The fair value of non-managed assets totaled $19.5 billion at June 30, 2010 and $18.2 billion at June 30, 2009.  The fair value of assets held in safekeeping totaled $7.4 billion at June 30, 2010 and $7.9 billion at June 30, 2009.


Geographical Market Distribution

The Company also secondarily evaluates performance by primary geographical market.  Loans are generally attributed to geographical markets based on the location of the customer and may not reflect the location of the underlying collateral.  Brokered deposits and other wholesale funds are not attributed to a geographical market.  Funds management and other also includes insignificant results of operations in locations outside our primary geographic regions.


Table 9 – Net Income by Geographic Region
      
(In thousands)
      
   
Three Months Ended June 30,
  
Six Months Ended June 30,
 
   
2010
  
2009
  
2010
  
2009
 
Oklahoma
 $24,528  $27,210  $57,308  $52,077 
Texas
  6,570   2,490   12,117   9,386 
New Mexico
  2,849   1,444   3,125   4,050 
Arkansas
  126   2,621   445   6,326 
Colorado
  (140)  412   964   (1,472)
Arizona
  (8,881)  (11,078)  (17,230)  (17,636)
Kansas / Missouri
  1,152   1,639   1,867   3,375 
Subtotal
  26,204   24,738   58,596   56,106 
Funds management and other
  37,318   27,377   65,059   51,041 
Total
 $63,522  $52,115  $123,655  $107,147 

Oklahoma Market

Oklahoma is a significant market to the Company.  Our Oklahoma offices are located primarily in the Tulsa and Oklahoma City metropolitan areas.  Approximately 50% of our average loans, 54% of our average deposits and 39% of our consolidated net income is attributed to the Oklahoma market.  In addition, all of our mortgage servicing activity and 76% of our trust assets are attributed to the Oklahoma market.

 
- 18 -

 



Table 10 – Oklahoma
               
(Dollars in thousands)
               
   
Three Months Ended
June 30,
  
Increase
  
Six Months Ended
June 30,
  
Increase
 
 
 
2010
  
2009
  
(Decrease)
  
2010
  
2009
  
(Decrease)
 
                    
Net interest revenue
 $59,810  $59,964  $(154) $118,582  $121,710  $(3,128)
                          
Other operating revenue
  85,589   87,792   (2,203)  156,342   163,786   (7,444)
Operating expense
  87,842   93,842   (6,000)  167,425   184,583   (17,158)
Net loans charged off
  19,979   7,066   12,913   30,563   13,389   17,174 
Increase (decrease) in fair value of
   mortgage service rights
  (19,458)  7,865   (27,323)  (5,526)  9,820   (15,346)
Gain (loss) on financial instruments, net
  22,447   (10,199)  32,646   22,236   (12,317)  34,553 
Gain (loss) on repossessed assets, net
  (423)  20   (443)  147   206   (59)
Income before taxes
  40,144   44,534   (4,390)  93,793   85,233   8,560 
Federal and state income tax
  15,616   17,324   (1,708)  36,485   33,156   3,329 
                          
Net income
 $24,528  $27,210  $(2,682) $57,308  $52,077  $5,231 
                          
Average assets
 $9,616,880  $8,917,230  $699,650  $9,435,759  $8,851,925  $583,834 
Average loans
  5,484,597   6,307,355   (822,758)  5,515,230   6,392,727   (877,497)
Average deposits
  8,596,629   7,940,597   656,032   8,460,892   7,754,242   706,650 
Average invested capital
  526,729   564,884   (38,155)  523,757   584,881   (61,124)
Return on average assets
  1.02%  1.22% 
(20) b.p.
   1.22%  1.19%  0.03%
Return on invested capital
  18.68%  19.32% 
(64) b.p.
   22.06%  17.96% 
410 b.p.
 
Efficiency ratio
  60.41%  63.51% 
(310) b.p.
   60.90%  64.65% 
(375) b.p.
 
Net charge-offs (annualized) to average loans
  1.46%  0.45% 
101 b.p.
   1.12%  0.42% 
70 b.p.
 

Net income generated in the Oklahoma market in the second quarter of 2010 decreased $2.7 million or 10% compared to the second quarter of 2009, primarily due to a $12.9 million increase in net loans charged off as compared to the second quarter of 2009, partially offset by $6 million decrease in operating expenses.  The change in the fair value of the mortgage servicing rights, net of economic hedge improved $5.3 million over the second quarter of 2009.

Net interest revenue was flat with the second quarter of 2009.  Average loans decreased $823 million, offset by improving interest spreads on loans.  The benefit to net interest revenue from average deposit growth of $656 million over the second quarter of 2009 was offset by lower internal funds transfer credit provided for deposits sold to the funds management unit.
 
 
Other operating revenue decreased $2.2 million or 3% compared to the second quarter of 2009.  Transaction card revenue decreased $1.7 million and mortgage banking revenue declined $1.2 million.  Brokerage and trading revenue increased $332 thousand and trust fees and commissions increased $251 thousand over the prior year.

Other operating expenses decreased $6.0 million compared to the prior year, primarily due to a decrease in corporate expenses allocated to the Oklahoma market, partially offset by an increase in personnel expenses and foreclosure expenses.

Net loans charged off totaled $20.0 million or 1.46% of average loans on an annualized basis for second quarter of 2010 compared with $7.1 million or 0.45% of average loans on an annualized basis for the second quarter of 2009.  Net loans charged off in the second quarter of 2010 included $8.7 million from a single condominium and commercial office development project.


 
- 19 -

 

Average deposits in the Oklahoma market for the second quarter of 2010 increased $656 million over the second quarter of 2009.  Commercial and wealth management units, including trust, broker/dealer and private banking also increased over the prior year, partially offset by a decrease in consumer banking deposits.

The change in the fair value of the mortgage servicing rights, net of economic hedge increased net income by $3.0 million in the second quarter of 2010 compared to reducing net income by $2.3 million in the second quarter of 2009.

Texas Market

Texas is our second largest market.  Our Texas offices are located primarily in the Dallas, Fort Worth and Houston metropolitan areas.  Approximately 31% of our average loans, 24% of our average deposits and 10% of our consolidated net income is attributed to the Texas market.

Table 11 – Texas
               
(Dollars in thousands)
               
   
Three Months Ended
June 30,
  
Increase
  
Six Months Ended
June 30,
  
Increase
 
 
 
2010
  
2009
  
(Decrease)
  
2010
  
2009
  
(Decrease)
 
                    
Net interest revenue
 $32,898  $33,726  $(828) $65,803  $68,548  $(2,745)
                          
Other operating revenue
  14,908   10,264   4,644   29,493   23,591   5,902 
Operating expense
  32,194   33,747   (1,553)  64,165   65,685   (1,520)
Net loans charged off
  4,700   6,278   (1,578)  11,125   11,722   (597)
Gain (loss) on repossessed assets, net
  (647)  (75)  (572)  (1,073)  (67)  (1,006)
Income before taxes
  10,265   3,890   6,375   18,933   14,665   4,268 
Federal and state income tax
  3,695   1,400   2,295   6,816   5,279   1,537 
                          
Net income
 $6,570  $2,490  $4,080  $12,117  $9,386  $2,731 
                          
Average assets
 $4,345,595  $4,073,519   272,076  $4,336,985  $4,057,099   279,886 
Average loans
  3,348,494   3,695,684   (347,190)  3,341,463   3,768,371   (426,908)
Average deposits
  3,786,650   3,619,200   167,450   3,767,268   3,506,710   260,558 
Average invested capital
  533,418   546,875   (13,457)  538,400   545,716   (7,316)
Return on average assets
  0.61%  0.25% 
36 b.p.
   0.56%  0.47% 
10 b.p.
 
Return on invested capital
  4.94%  1.83% 
311 b.p.
   4.54%  3.47% 
107 b.p.
 
Efficiency ratio
  67.34%  76.72% 
(937) b.p.
   67.33%  71.29% 
(396) b.p.
 
Net charge-offs (annualized) to average loans
  0.56%  0.68% 
(12) b.p.
   0.67%  0.63% 
4 b.p.
 

Net income in the Texas market increased $4.1 million compared to the second quarter of 2009 primarily due to increased operating revenue, decreased operating expenses and decreased net loans charged off.

Net interest revenue decreased $828 thousand or 2% compared to the second quarter of 2009.  Average outstanding loans decreased $347 million or 9% compared to the second quarter of 2009.  Average deposits increased $167 million or 5%.  The benefit of an increase in average deposits was offset by the average decrease in loans and reduced the benefit from funds sold to the funds management unit.

Other operating revenue increased $4.6 million or 45% over the second quarter of 2009 primarily due to an increase in trading and brokerage fees, transaction card revenue, mortgage banking revenue and trust fees.  Operating expenses were down $1.6 million compared to the prior year primarily due to a decrease in corporate expenses allocated to the Texas market.  Personnel expenses were flat with the second quarter of 2009.

Net loans charged off totaled $4.7 million or 0.56% of average loans for second quarter of 2010 on an annualized basis, down from $6.3 million or 0.68% of average loans for the second quarter of 2009 on an annualized basis.

 
- 20 -

 

Other Markets

For the second quarter of 2010, net income attributable to our New Mexico market increased $1.4 million compared to the second quarter of 2009 to $2.8 million or 4% of consolidated net income.  The increase in net income attributed to New Mexico resulted primarily from a $1.5 million decrease in corporate expenses allocated to the New Mexico market as well as a $1.1 million increase in net loans charged off.  Although we attribute all mortgage servicing to the Oklahoma market, the purchase of the rights to service $4.2 billion of residential mortgage loans in the first quarter of 2010 gives us the ability to further develop relationships with approximately 34 thousand additional customers, primarily located in the New Mexico market.

For the second quarter of 2010, net income in the Arkansas market decreased to $126 thousand from $2.6 million in the second quarter of 2009 primarily due to an increase in corporate expenses allocated to the Arkansas market and an increase in net loans charged off.  Average deposits in our Arkansas market were up $20 million or 14% over the second quarter of 2009 due primarily to commercial banking deposits.  Wealth management and consumer deposits also increased over the second quarter of 2009.

We incurred a net loss of $140 thousand in the Colorado market in the second quarter of 2010, compared to net income of $412 thousand in second quarter of 2009 primarily due to the decline in net interest revenue as a results of a $160 million or 20% decline in the average outstanding commercial loan balances.  Net loans charged off increased $509 thousand over the second quarter of 2009 to $3.4 million or 1.75% of average loan on an annualized basis.

We incurred a net loss of $8.9 million in the Arizona market in the second quarter of 2010 compared with a net loss of $11.1 million in the second quarter of 2009.  The loss was largely due to an $8.0 million increase in losses on repossessed assets, primarily composed of commercial real estate.  Net loans charged off were down $11.3 million from the prior year and totaled $4.9 million or 3.87% of average loans on an annualized basis compared with $16.2 million or 11.26% of average loans on an annualized basis in the second quarter of 2009.   Average deposits increased $30 million over the second quarter of 2009 and average loans decreased $68 million compared to the prior year.

Consistent with plans when we first acquired Valley Commerce Bank in Phoenix in 2005, our objective is to focus on growth in commercial and small business lending in the Arizona market.  We expanded our commercial lending staff in this market and opened three new banking locations during 2009.  We have significantly scaled back commercial real estate lending activities which were not contemplated in our initial expansion into this market and exited the Tucson market in the first quarter of 2009 which we first entered in 2006.  Losses incurred during the first half of 2010 and all of 2009 are largely due to commercial real estate lending.  Commercial loans attributed to the Arizona market decreased by $4.7 million from March 31, 2010 and commercial real estate loans were down $39 million from March 3 1, 2010.  Assets attributable to the Arizona market included $16 million of goodwill that may be impaired in future periods if these commercial and small business lending growth plans are unsuccessful.

Net income attributed to the Kansas/Missouri market decreased $487 thousand compared to the second quarter of 2009, primarily due to a $1.2 million increase in operating expenses.   Total average deposits increased $12 million over the second quarter of 2009 and average loans decreased $41 million compared to the prior year.

 
- 21 -

 



Table 12 – New Mexico
               
(Dollars in thousands)
               
   
Three Months Ended
June 30,
  
Increase
  
Six Months Ended
June 30,
  
Increase
 
 
 
2010
  
2009
  
(Decrease)
  
2010
  
2009
  
(Decrease)
 
                    
Net interest revenue
 $7,940  $8,305  $(365) $15,683  $16,766  $(1,083)
                          
Other operating revenue
  6,272   5,549   723   12,094   11,919   175 
Operating expense
  8,595   10,046   (1,451)  16,850   19,182   (2,332)
Net loans charged off
  344   1,444   (1,100)  3,122   1,949   1,173 
Loss on repossessed assets, net
  (610)     (610)  (2,691)  (925)  (1,766)
Income before taxes
  4,663   2,364   2,299   5,114   6,629   (1,515)
Federal and state income tax
  1,814   920   894   1,989   2,579   (590)
                          
Net income
 $2,849  $1,444  $1,405  $3,125  $4,050  $(925)
                          
Average assets
 $1,286,675  $1,271,398  $15,277  $1,279,968  $1,243,544   36,424 
Average loans
  723,580   832,903   (109,323)  732,244   829,815   (97,917)
Average deposits
  1,203,080   1,151,349   51,731   1,200,678   1,132,838   67,840 
Average invested capital
  79,975   98,705   (18,730)  82,961   98,588   (15,627)
Return on average assets
  0.89%  0.46% 
43 b.p.
   0.49%  0.66% 
(16) b.p.
 
Return on invested capital
  14.29%  5.87% 
842 b.p.
   7.60%  8.28% 
(69) b.p.
 
Efficiency ratio
  60.48%  72.51% 
(1,204) b.p.
   60.66%  66.87% 
(621) b.p.
 
Net charge-offs (annualized) to average loans
  0.19%  0.70% 
(50) b.p.
   0.86%  0.47% 
39 b.p.
 

 
 

Table 13 – Arkansas
               
(Dollars in thousands)
               
   
Three Months Ended
June 30,
  
Increase
  
Six Months Ended
June 30,
  
Increase
 
 
 
2010
  
2009
  
(Decrease)
  
2010
  
2009
  
(Decrease)
 
                    
Net interest revenue
 $2,360  $3,009  $(649) $5,277  $5,958  $(681)
                          
Other operating revenue
  8,907   9,156   (249)  17,520   20,196   (2,676)
Operating expense
  8,520   7,031   1,489   17,427   13,969   3,458 
Net loans charged off
  2,207   845   1,362   4,206   1,831   2,375 
Loss on repossessed assets, net
  (333)     (333)  (435)  (1)  (434)
Income before taxes
  207   4,289   (4,082)  729   10,353   (9,624)
Federal and state income tax
  81   1,668   (1,587)  284   4,027   (3,743)
                          
Net income
 $126  $2,621  $(2,495) $455  $6,326  $(5,881)
                          
Average assets
 $358,649  $434,018  $(75,369) $371,013  $439,923  $(68,910)
Average loans
  336,091   422,898   (86,807)  350,601   429,078   (78,477)
Average deposits
  165,346   145,550   19,796   172,725   142,781   29,944 
Average invested capital
  23,682   35,656   (11,974)  24,548   34,010   (9,462)
Return on average assets
  0.14%  2.42% 
(228) b.p.
   0.24%  2.90% 
(266) b.p.
 
Return on invested capital
  2.13%  29.48% 
(2,735) b.p.
   3.66%  37.51% 
(3,385) b.p.
 
Efficiency ratio
  75.62%  57.80% 
1,782 b.p.
   76.44%  53.41% 
2,303 b.p.
 
Net charge-offs (annualized) to average loans
  2.63%  0.80% 
183 b.p.
   2.42%  0.86% 
156 b.p.
 

 
- 22 -

 


Table 14 – Colorado
               
(Dollars in thousands)
               
   
Three Months Ended
June 30,
  
Increase
  
Six Months Ended
June 30,
    
 
 
2010
  
2009
  
(Decrease)
  
2010
  
2009
  
(Decrease)
 
                    
Net interest revenue
 $8,198  $­­­ 9,336  $(1,138) $16,652  $18,397  $(1,745)
                          
Other operating revenue
  4,802   4,093   709   9,995   9,262   733 
Operating expense
  9,233   10,200   (967)  18,429   19,236   (807)
Net loans charged off
  3,397   2,888   509   6,042   10,889   (4,847)
Loss on repossessed assets, net
  (599)  333   (932)  (599)  57   (656)
Income (loss) before taxes
  (229)  674   (903)  1,577   (2,409)  3,986 
Federal and state income tax
  (89)  262   (351)  613   (937)  1,550 
                          
Net income (loss)
 $(140) $412  $(552) $964  $(1,472)) $2,436 
                          
Average assets
 $1,198,000  $1,245,346  $(47,346) $1,202,076  $1,228,795  $(26,719)
Average loans
  778,405   962,947   (184,542)  797,053   969,830   (172,777)
Average deposits
  1,126,479   1,169,336   (42,857)  1,131,217   1,155,557   (24,340)
Average invested capital
  123,424   159,077   (35,653)  128,116   142,173   (14,057)
Return on average assets
  (0.05%)  0.13% 
(18) b.p.
   0.16%  (0.24%) 
40 b.p.
 
Return on invested capital
  (0.45%)  1.04% 
(149) b.p.
   1.52%  (2.09%) 
361 b.p
 
Efficiency ratio
  71.02%  75.96% 
(493) b.p.
   69.16%  69.55% 
(39) b.p
 
Net charge-offs (annualized) to average loans
  1.75%  1.20% 
55 b.p.
   1.53%  2.26% 
(74) b.p
 


Table 15 – Arizona
               
(Dollars in thousands)
               
   
Three Months Ended
June 30,
  
Increase
  
Six Months Ended
June 30,
  
(Increase)
 
 
 
2010
  
2009
  
(Decrease)
  
2010
  
2009
  
(Decrease)
 
                    
Net interest revenue
 $2,680  $2,912  $(232) $5,303  $5,757  $(454)
                          
Other operating revenue
  664   105   559   1,820   1,149   671 
Operating expense
  4,949   4,695   254   9,329   9,246   83 
Net loans charged off
  4,921   16,214   (11,293)  15,022   26,295   (11,273)
Gains (losses) on repossessed assets, net
  (8,010)  (239)  (7,771)  (10,971)  (229)  (10,742)
Loss before taxes
  (14,536)  (18,131)  3,595   (28,199)  (28,864)  665 
Federal and state income tax
  (5,655)  (7,053)  1,398   (10,969)  (11,228)  259 
                          
Net loss
 $(8,881) $(11,078) $2,197  $(17,230) $(17,636) $406 
                          
Average assets
 $596,799  $628,216  $(31,417) $595,085  $622,767  $(27,682)
Average loans
  509,595   577,458   (67,863)  511,485   582,433   (70,948)
Average deposits
  212,438   182,403   30,035   205,929   164,539   41,390 
Average invested capital
  60,374   84,596   (24,222)  61,808   86,280   (24,472)
Return on average assets
  (5.97%)  (7.07%) 
110 b.p.
   (5.84%)  (5.71%) 
(13) b.p.
 
Return on invested capital
  (59.00%)  (52.52%) 
(648) b.p.
   (56.22%)  (41.22%) 
(1,500) b.p.
 
Efficiency ratio
  148.00%  155.62% 
(762) b.p.
   130.97%  133.886% 
(291) b.p.
 
Net charge-offs (annualized) to average loans
  3.87%  11.26% 
(739) b.p.
   5.92%  9.10% 
(318) b.p.
 


 
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Table 16 – Kansas / Missouri
               
(Dollars in thousands)
               
   
Three Months Ended
June 30,
  
Increase
  
Six Months Ended
June 30,
  
(Increase)
 
 
 
2010
  
2009
  
(Decrease)
  
2010
  
2009
  
(Decrease)
 
                    
Net interest revenue
 $2,271  $1,942  $329  $4,363  $3,657  $706 
                          
Other operating revenue
  4,677   4,747   (70)  8,673   10,547   (1,874)
Operating expense
  5,036   3,806   1,230   10,007   7,948   2,059 
Net loans charged off (recovered)
  6   201   (195)  (48)  733   (781)
Gains (losses) on repossessed assets, net
  (21)      (21)  (21)      (21)
Income before taxes
  1,885   2,682   (797)  3,056   5,523   (2,467)
Federal and state income tax
  733   1,043   (310)  1,189   2,148   (959)
                          
Net income
 $1,152  $1,639  $(487) $1,867  $3,375  $(1,508)
                          
Average assets
 $296,272  $327,212  $(30,940) $297,146  $320,832  $(23,686)
Average loans
  283,859   324,747   (40,888)  286,228   318,390   (32,162)
Average deposits
  219,169   207,438   11,731   199,053   165,534   33,519 
Average invested capital
  21,372   25,170   (3,798)  21,455   23,845   (2,390)
Return on average assets
  1.56%  2.01% 
(45) b.p.
   1.27%  2.12% 
(85) b.p.
 
Return on invested capital
  21.62%  26.12% 
(450) b.p
   17.55%  28.54% 
(1,099) b.p.
 
Efficiency ratio
  72.48%  56.90% 
1,558 b.p.
   76.76%  55.96% 
2,081 b.p.
 
Net charge-offs (annualized) to average loans
  0.01%  0.25% 
(24) b.p.
   (0.03%)  0.46% 
(50) b.p.
 


Financial Condition

Securities

We maintain a securities portfolio to enhance profitability, support interest rate risk management strategies, provide liquidity and comply with regulatory requirements.  Securities are classified as held for investment, available for sale or trading.  See Note 2 to the consolidated financial statements for the composition of the securities portfolio as of June 30, 2010.

Investment (held-to-maturity) securities, which consist primarily of Oklahoma municipal bonds and Texas school construction bonds, are carried at cost and adjusted for amortization of premiums or accretion of discounts.  At June 30, 2010, investment securities were carried at $353 million and had a fair value of $364 million.

The Company added $43 million to its investment securities portfolio during the second quarter of 2010 comprised primarily of qualifying school construction bonds.  The bonds were issued with the Company’s assistance by several school districts in our Texas market under a program authorized by the U.S. Treasury Department.  Interest on these bonds is primarily payable through federal income tax credits.

Available for sale securities, which may be sold prior to maturity, are carried at fair value.  Unrealized gains or losses, less deferred taxes, are recorded as accumulated other comprehensive income in shareholders’ equity.  The amortized cost of available for sale securities totaled $9.0 billion at June 30, 2010, up $215 million over March 31, 2010.  At June 30, 2010, residential mortgage-backed securities represented 97% of total available for sale securities.  We hold no securities backed by sub-prime mortgage loans, collateralized debt obligations or collateralized commercial real estate loans.


 
- 24 -

 

A primary risk of holding 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.  Currently rates are historically low and prices for mortgage-backed securities are historically high resulting in very low effective durations.  The estimated expected duration of the residential mortgage-backed securities portfolio was approximately 0.25 years at June 30, 2010.  Management estimates that the expected duration would extend to approximately 3.5 years assuming an immediate 300 basis point upward rate shock.

In this environment, management uses the modified duration as it presents a more realistic duration / risk profile of the residential mortgage-backed securities portfolio.  The current modified duration of the residential mortgage-backed securities portfolio is 2.5 years and this would extend to 4.1 years assuming an immediate 300 basis point upward shock.  The modified duration contracts to 1.6 years assuming a 50 basis point decline in the current low rate environment.

Residential mortgage-backed securities also 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.  At June 30, 2010, approximately $7.9 billion of the amortized costs of the Company’s residential mortgage-backed securities were issued by U.S. government agencies.   The fair value of these mortgage-backed securities totaled $8.2 billion at June 30, 2010.

We also hold amortized cost of $849 million in residential mortgage-backed securities privately issued by publicly-owned financial institutions.  The fair value of our portfolio of privately issued residential mortgage-backed securities totaled $736 million at June 30, 2010.   Approximately $594 million of these privately issued residential mortgage-backed securities were rated below investment grade by at least one of the nationally-recognized rating agencies.  The unrealized loss on the below investment grade mortgage-backed securities totaled $106 million at June 30, 2010.  The amortized cost of our privately issued residential mortgage-backed securities decreased $60 million from March 31, 2010 primarily due to cash received.  The unrealized loss on these securities decreased $30 million in the second quarter of 2010.

Our portfolio of privately issued residential mortgage-backed securities consists primarily of amortized cost of $619 million of Jumbo-A residential mortgage loans and $230 million of Alt-A residential mortgage loans.  Jumbo-A residential mortgage loans generally meet government underwriting standards, but have loan balances that exceed agency maximums.  Alt-A mortgage loans generally do not have sufficient documentation to meet government agency underwriting standards.  Credit risk on residential mortgage-backed securities originated by private issuers is mitigated by investment in senior tranches with additional collateral support.  None of these securities are backed by sub-prime mortgage loans, collateralized debt obligations or collateralized loan obligations.  Approximately 89% of ou r Alt-A residential mortgage-backed securities are credit enhanced with additional collateral support and 100% of our Alt-A residential mortgage-backed securities originated in 2007 and 2006 have additional collateral support.  Approximately 83% of our Alt-A mortgage-backed securities represents pools of fixed-rate mortgage loans.  None of the adjustable rate mortgages are payment option adjustable rate mortgages (“ARMs”).  Approximately 27% of our Jumbo-A residential mortgage backed securities represent pools of fixed rate residential mortgage loans and none of the ARMs are payment option ARMs.

The aggregate gross amount of unrealized losses on available for sale securities totaled $122 million at June 30, 2010.  On a quarterly basis, we perform separate evaluations on debt and equity securities to determine if the unrealized losses are temporary as more fully described in Note 2 of the consolidated financial statements.  Other-than-temporary impairment charges of $2.6 million were recognized in earnings in the second quarter of 2010 on certain privately issued residential mortgage backed securities we do not intend to sell.

Certain government agency issued residential mortgage-backed securities, identified as mortgage trading securities, have been designated as economic hedges of mortgage servicing rights.  These securities are carried 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.

We also maintain a separate trading portfolio with the intent to sell at a profit for the Company that is also carried at fair value with changes in fair value recognized in current period income.


 
- 25 -

 

Bank-Owned Life Insurance

We have approximately $250 million of bank-owned life insurance at June 30, 2010.  This investment is expected to provide a long-term source of earnings to support existing employee benefit programs.  Approximately $219 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 wra p, which protects against changes in the fair value of the investments.  At June 30, 2010, the cash surrender value represented by the underlying fair value of investments held in separate accounts was approximately $235 million.  As the underlying fair value of the investments held in a separate account at June 30, 2010 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 highly-rated, domestic financial institution.  The remaining cash surrender value of $31 million primarily represented the cash surrender value of policies held in general accounts and other amounts due from various insurance companies.

Loans

The aggregate loan portfolio before allowance for loan losses totaled $10.9 billion at June 30, 2010, an $89 million decrease since March 31, 2010.

Table 17 - Loans
               
(In thousands)
               
   
June 30,
  
March 31,
  
Dec. 31,
  
Sept. 30,
  
June 30,
 
   
2010
  
2010
  
2009
  
2009
  
2009
 
Commercial:
               
  Energy
 $1,844,643  $1,892,306  $1,911,994  $2,093,802  $2,203,558 
  Services
  1,669,069   1,741,924   1,807,824   1,768,454   1,884,097 
  Wholesale/retail
  964,440   873,170   921,830   940,258   1,027,532 
  Manufacturing
  357,671   395,964   404,061   442,729   496,496 
  Healthcare
  805,619   777,668   792,538   745,777   765,285 
  Agriculture
  147,700   155,410   160,549   156,997   157,759 
  Other commercial and industrial
  222,386   178,297   209,044   222,039   181,124 
      Total commercial
  6,011,528   6,014,739   6,207,840   6,370,056   6,715,851 
                      
Commercial real estate:
                    
  Construction and land development
  545,659   605,667   645,295   735,196   818,837 
  Retail
  392,910   408,936   423,260   409,775   413,789 
  Office
  466,939   463,995   463,316   488,564   490,044 
  Multifamily
  346,460   377,673   360,436   339,847   306,175 
  Industrial
  176,535   181,117   146,707   127,845   129,239 
  Other real estate loans
  412,406   406,460   452,420   459,108   453,609 
      Total commercial real estate
  2,340,909   2,443,848   2,491,434   2,560,335   2,611,693 
                      
Residential mortgage:
                    
  Permanent mortgage
  1,320,408   1,303,589   1,303,340   1,348,183   1,362,505 
  Home equity
  513,838   494,122   490,282   481,641   471,470 
      Total residential mortgage
  1,834,246   1,797,711   1,793,622   1,829,824   1,833,975 
                      
Consumer:
                    
  Indirect automobile
  338,147   396,280   454,508   516,062   582,380 
  Other consumer
  357,887   318,646   332,294   335,287   326,029 
      Total consumer
  696,034   714,926   786,802   851,349   908,409 
                      
  Total
 $10,882,717  $10,971,224  $11,279,698  $11,611,564  $12,069,928 

 
 
The decline in outstanding loan balances was broadly distributed among the various segments of the portfolio and across geographic markets.  Generally, the decline in outstanding loans balances was due to reduced customer demand in response to current economic conditions, normal repayment trends and management decisions to mitigate credit risk by exiting certain loan types.  A breakdown by geographical market follows on Table 18.

 
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Table 18 – Loans by Principal Market
               
(In thousands)
               
                 
   
June 30,
  
March 31,
  
Dec. 31,
  
Sept. 30,
  
June 30,
 
   
2010
  
2010
  
2009
  
2009
  
2009
 
Oklahoma:
               
Commercial
 $2,704,460  $2,616,086  $2,649,252  $2,738,217  $2,918,478 
Commercial real estate
  784,549   787,543   820,578   815,362   855,742 
Residential mortgage
  1,257,497   1,235,788   1,228,822   1,245,917   1,249,104 
Consumer
  395,274   404,570   451,829   483,369   521,431 
Total Oklahoma
  5,141,780   5,043,987   5,150,481   5,282,865   5,544,755 
                      
Texas:
                    
Commercial
  1,902,934   1,935,819   2,017,081   2,075,379   2,182,756 
Commercial real estate
  731,399   769,682   735,338   734,742   741,199 
Residential mortgage
  308,496   307,643   313,113   335,797   345,780 
Consumer
  160,377   160,449   170,062   188,374   196,752 
Total Texas
  3,103,206   3,173,593   3,235,594   3,334,292   3,466,487 
                      
New Mexico:
                    
Commercial
  286,555   326,203   341,802   344,910   380,378 
Commercial real estate
  294,425   298,197   305,061   344,988   313,190 
Residential mortgage
  87,549   85,629   86,415   88,271   90,944 
Consumer
  20,542   16,713   17,473   18,176   18,826 
Total New Mexico
  689,071   726,742   750,751   796,345   803,338 
                      
Arkansas:
                    
Commercial
  89,376   86,566   103,443   99,559   97,676 
Commercial real estate
  114,576   129,125   132,436   128,984   133,026 
Residential mortgage
  15,823   17,071   16,849   19,128   19,015 
Consumer
  96,189   110,123   124,265   136,461   152,620 
Total Arkansas
  315,964   342,885   376,993   384,132   402,337 
                      
Colorado:
                    
Commercial
  484,188   495,916   545,724   569,549   595,858 
Commercial real estate
  225,758   228,998   239,970   249,879   269,923 
Residential mortgage
  69,325   68,049   66,504   68,667   58,557 
Consumer
  18,548   17,991   17,362   18,272   14,097 
Total Colorado
  797,819   810,954   869,560   906,367   938,435 
                      
Arizona:
                    
Commercial
  204,326   209,019   199,143   219,330   215,540 
Commercial real estate
  163,374   202,192   227,249   257,169   262,607 
Residential mortgage
  78,890   68,015   65,047   57,304   58,265 
Consumer
  2,971   3,068   3,461   4,826   3,229 
Total Arizona
  449,561   482,294   494,900   538,629   539,641 
                      
Kansas / Missouri:
                    
Commercial
  339,689   345,130   351,395   323,112   325,165 
Commercial real estate
  26,828   28,111   30,802   29,211   36,006 
Residential mortgage
  16,666   15,516   16,872   14,740   12,310 
Consumer
  2,133   2,012   2,350   1,871   1,454 
Total Kansas / Missouri
  385,316   390,769   401,419   368,934   374,935 
                      
Total BOK Financial loans
 $10,882,717  $10,971,224  $11,279,698  $11,611,564  $12,069,928 


 
- 27 -

 

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, 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 centra lly monitored on a continuous basis from underwriting throughout the life of the loan for compliance with commercial lending policies.

The commercial loan portfolio decreased $3.2 million during the second quarter of 2010 to $6.0 billion at June 30, 2010.  The change in outstanding commercial loans was primarily related to a $91 million increase in wholesale/retail sector loans, a $44 million increase in other commercial and industrial loans and a $28 million increase in healthcare sector loans.  These increases were primarily offset by a $73 million decrease in service sector loans. Commercial loan origination activity has slowed to less than amounts necessary to offset normal repayment trends in the portfolio.  In general, loan demand has softened due to lower working capital needs and less capital project spending by our customers.  The commercial sector of our loan portfolio is distributed as follows in Table 19.

Table 19 – Commercial Loans by Principal Market
(In thousands)
   
Oklahoma
  
Texas
  
New Mexico
  
Arkansas
  
Colorado
  
Arizona
  
Kansas/
Missouri
  
Total
 
                          
  Energy
 $934,931  $679,741  $40  $4,997  $216,382  $1,873  $6,679  $1,844,643 
  Services
  515,813   532,843   199,346   19,095   173,594   111,096   117,282   1,669,069 
  Wholesale/retail
  443,992   341,176   24,740   57,761   20,112   49,684   26,975   964,440 
  Manufacturing
  200,997   77,337   35,851   1,449   20,470   17,456   4,111   357,671 
  Healthcare
  510,799   210,473   9,307   5,046   47,462   21,874   658   805,619 
  Agriculture
  19,106   8,671   66   277   210      119,370   147,700 
  Other commercial
     and industrial
  78,822   52,693   17,205   751   5,958   2,343   64,614   222,386 
      Total commercial loans
 $2,704,460  $1,902,934  $286,555  $89,376  $484,188  $204,326  $339,689  $6,011,528 
 
 
We have always been an energy lender.  Accordingly, loans to energy producers and borrowers related to the energy industry are the largest 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 reco vered 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.

Energy loans totaled $1.8 billion or 17% of total loans.  Outstanding energy loans decreased $48 million during the second quarter of 2010 primarily due to low customer loan demand as a result of low commodity prices which has led to curtailed exploration and production of oil and gas reserves and reduced borrowing capacity based upon collateral values.  Approximately $1.5 billion of energy loans were to oil and gas producers, down $20 million from March 31, 2010.  Approximately 52% of the committed production loans are secured by properties primarily producing oil and 48% of the committed production loans are secured by properties primarily producing natural gas.  The energy category also included approximately $45 million of loans to borrowers that provide services to the energy industry, $219 mil lion of loans to borrowers engaged in wholesale or retail energy sales and $40 million of loans to borrowers that manufacture equipment primarily for the energy industry.  We do not expect a significant, direct impact from the moratorium on offshore drilling activities on our energy loan portfolio.

 
- 28 -

 


The services sector of the loan portfolio totaled $1.7 billion or 15% of total loans and consists of a large number of loans to a variety of businesses, including communications, gaming and transportation services.  Approximately $973 million 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.  Loans in this sector may also be secured by personal guarantees of the owners or related parties.  Outstanding loans to the service sector of the loan portfolio decreased $73 million during the second quarter of 2010 due to reduced loan demand as a result of general economic conditions.

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 $20 million and with three or more non-affiliated banks as participants.  At June 30, 2010, the outstanding principal balance of these loans totaled $1.5 billion.  Substantially all of these loans are to borrowers with local market relationships.  We serve as the agent lender in approximately 18% of our shared national credits, based on dollars committed.  We hold shared 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.

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 generally 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 compl iance with applicable lending policies.

Commercial real estate loans totaled $2.3 billion or 22% of the loan portfolio at June 30, 2010.  Over the past five years, the percentage of commercial real estate loans to our total loan portfolio ranged from 20% to 23%.   The outstanding balance of commercial real estate loans decreased $103 million from the previous quarter end.  The commercial real estate sector of our loan portfolio is distributed as follows in Table 20.

 Table 20 – Commercial Real Estate Loans by Principal Market
(In thousands)
   
Oklahoma
  
Texas
  
New Mexico
  
Arkansas
  
Colorado
  
Arizona
  
Kansas/
Missouri
  
Total
 
Construction and land development
 $154,684  $131,849  $71,196  $15,041  $122,285  $45,843  $4,761  $545,659 
 Retail
  147,917   117,964   57,962   19,045   7,282   31,246   11,494   392,910 
 Office
  112,367   163,094   78,947   17,558   64,148   30,387   438   466,939 
 Multifamily
  119,234   144,442   20,414   41,662   4,853   9,241   6,614   346,460 
 Industrial
  70,605   70,851   21,648   439   1,060   11,864   68   176,535 
 Other real estate loans
  179,742   103,199   44,258   20,831   26,130   34,793   3,453   412,406 
Total commercial real estate loans
 $784,549  $731,399  $294,425  $114,576  $225,758  $163,374  $26,828  $2,340,909 
 
 
Construction and land development loans, which consist primarily of residential construction properties and developed building lots, decreased $60 million from March 31, 2010 to $546 million at June 30, 2010 primarily due to payments.  In addition, approximately $4.4 million of construction and land development loans were transferred to other real estate owned in the second quarter of 2010 and $5.6 million were charged-off.  This sector of the loan portfolio is expected to continue to decrease as construction projects currently in process are completed.  Loans secured by multifamily residential properties decreased $31 million primarily in the Texas and Arkansas markets and loans secured by retail facilities decreased $16 million, primarily in the Arizona market.

 
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Residential Mortgage and Consumer

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.  Consumer loans include direct loans secured by and for the purchase of automobiles, recreational and marine equipment as well as other unsecured loans.  Consumer loans also include indirect automobile loans made through primary dealers.  Residential mortgage and consumer 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 $1.8 billion, up $37 million from March 31, 2010.  Permanent 1-4 family mortgage loans were up $17 million over the prior quarter primarily in the Oklahoma and Arizona markets and home equity loans increased $20 million, primarily in the Oklahoma market.  In general, we sell the majority of our conforming fixed-rate loan originations 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.

The 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.  The aggregate outstanding balance of loans in these programs is $1.2 billion.  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.  60;Special mortgage programs include fixed and variable rate fully amortizing loans tailored to the needs of certain health-care professionals.  Variable rate loans are fully indexed at origination and may have fixed rates for three to ten years, then adjust annually thereafter.  The maximum loan amount of any of our residential mortgage loans products is $4 million.

Approximately $103 million or 8% of permanent mortgage loans consist of first lien, fixed rate residential mortgage loans originated under various community development programs.  The outstanding balance of these loans is down from $106 million at March 31, 2010.  These loans were underwritten to standards approved by various U.S. government agencies under these programs and include full documentation.  However, these loans do have a higher risk of delinquency and losses given default than traditional residential mortgage loans.  The initial maximum LTV of loans in these programs was 103%.

The composition of residential mortgage and consumer loans at June 30, 2010 is as follows in Table 21.

Table 21 – Residential Mortgage and Consumer Loans by Principal Market
(In thousands)
   
Oklahoma
  
Texas
  
New Mexico
  
Arkansas
  
Colorado
  
Arizona
  
Kansas/
Missouri
  
Total
 
Permanent mortgage
 $942,141  $220,729  $19,078  $11,156  $49,152  $65,645  $12,507  $1,320,408 
Home equity
  315,356   87,767   68,471   4,667   20,173   13,245   4,159   513,838 
Total residential mortgage
 $1,257,497  $308,496  $87,549  $15,823  $69,325  $78,890  $16,666  $1,834,246 
                                  
Consumer:
                                
Indirect automobile
 $198,729  $49,194  $  $90,224  $  $  $  $338,147 
Other consumer
  196,545   111,183   20,542   5,965   18,548   2,971   2,133   357,887 
Total consumer
 $395,274  $160,377  $20,542  $96,189  $18,548  $2,971  $2,133  $696,034 
 
 
Indirect automobile loans decreased $58 million from March 31, 2010, primarily due to the previously-disclosed decision by the Company to exit the business in the first quarter of 2009 in favor of a customer-focused direct lending approach.

 
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Loan Commitments

We enter into certain off-balance sheet arrangements in the normal course of business.  These arrangements included unfunded loan commitments which totaled $4.9 billion and standby letters of credit which totaled $552 million at June 30, 2010.  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.  Approximately $3.9 million of the outstanding standby letters of credit were is sued on behalf of customers whose loans are non-performing at June 30, 2010.

We also have off-balance sheet commitments for residential mortgage loans sold with full or partial recourse as more fully described in Note 14 to the consolidated financial statements.  At June 30, 2010, the principal balance of residential mortgage loans sold subject to recourse obligations totaled $311 million, down from $324 million at March 31, 2010.  Substantially all of these loans are to borrowers in our primary markets including $219 million to borrowers in Oklahoma, $33 million to borrowers in Arkansas, $18 million to borrowers in New Mexico, $16 million to borrowers in the Kansas/Missouri area and $14 million to borrowers in Texas.

 
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, or to take positions in derivative contracts.  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 to minimize the risk to us of 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 margin collateral 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.

A deterioration of the credit standing of one or more of the customers or counterparties 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 supported the contract or the customer or counterparty’s ability to provide margin collateral was impaired.

Derivative contracts are carried at fair value.  At June 30, 2010, the net fair values of derivative contracts reported as assets under these programs totaled $335 million, down slightly from $337 million at March 31, 2010.  At June 30, 2010, derivative contracts carried as assets included interest rate contracts with fair values of $153 million, energy contracts with fair values of $120 million, and foreign exchange contracts with fair values of $54 million.  The aggregate net fair values of derivative contracts held under these programs reported as liabilities totaled $338 million.


 
- 31 -

 

At June 30, 2010, total derivative assets were reduced by $7.9 million of cash collateral received from counterparties and total derivative liabilities were reduced by $39 million of cash collateral paid to counterparties related to instruments executed with the same counterparty under a master netting agreement as permitted by generally accepted accounting principles.

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 (Unaudited).

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 June 30, 2010 follows in Table 22.


Table 22 – Fair Value of Derivative Contracts
   
(In thousands)
   
     
Customers
 $176,107 
Energy companies
  60,396 
Banks and other financial institutions
  73,330 
Exchanges
  16,080 
Other
  826 
Fair value of customer hedge asset derivative contracts, net
 $326,739 

The largest net amount due from a single counterparty, a domestic subsidiary of a major energy company, at June 30, 2010 was $54 million.  This amount was offset by $46 million in letters of credit issued by multiple independent financial institutions.   At June 30, 2010, we had a $1.7 million credit exposure to BP North America Inc., an approved counterparty of the Company.

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 equivalent to $10 per barrel of oil would increase the fair value of derivative assets by $370 million.  An increase in prices equivalent to $137 per barrel of oil would decrease the fair value of derivative assets by $267 million as current prices move away from the fixed prices embedded in our exis ting contracts.  Further increases in prices equivalent to $144 per barrel of oil would increase the fair value of our derivative assets by $309 million.  Liquidity requirements of this program are also affected by our credit rating.  A decrease in credit rating from A1 to below investment grade would increase our obligation to post cash margin on existing contracts by approximately $45 million.
 
 

 
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Summary of Loan Loss Experience

We maintain separate reserves for loan losses and reserves for off-balance sheet credit risk.  The combined allowance for loan losses and reserve for off-balance sheet credit losses totaled $315 million or 2.89% of outstanding loans and 98% of nonaccruing loans at June 30, 2010.  The allowance for loan losses was $300 million and the reserve for off-balance sheet credit losses was $15 million.  At March 31, 2010, the combined allowance for loan losses and off-balance sheet credit losses was $314 million or 2.86% of outstanding loans and 91% of nonaccruing loans.

Table 23 – Summary of Loan Loss Experience
               
(In thousands)
               
   
Three Months Ended
 
   
June 30,
  
March 31,
  
Dec. 31,
  
Sept. 30,
  
June 30,
 
   
2010
  
2010
  
2009
  
2009
  
2009
 
Reserve for loan losses:
               
Beginning balance
 $299,717  $292,095  $280,902  $263,309  $251,002 
 Loans charged off:
                    
       Commercial
  6,030   11,373   12,773   12,026   9,135 
       Commercial real estate
  19,439   22,357   12,505   17,407   17,186 
       Residential mortgage
  8,804   1,842   6,055   3,479   5,373 
       Consumer
  3,895   4,756   6,641   5,669   5,715 
       Total
  38,168   40,328   37,974   38,581   37,409 
Recoveries of loans previously charged off:
                    
       Commercial
  958   3,063   640   858   692 
       Commercial real estate
  94   672   317   20   83 
       Residential mortgage
  127   120   335   201   179 
       Consumer
  1,435   1,995   1,658   1,515   1,518 
       Total
  2,614   5,850   2,950   2,594   2,472 
Net loans charged off
  35,554   34,478   35,024   35,987   34,937 
Provision for loan losses
  35,326   42,100   46,217   53,580   47,244 
Ending balance
 $299,489  $299,717  $292,095  $280,902  $263,309 
Reserve for off-balance sheet credit losses:
                    
Beginning balance
 $14,388  $14,388  $11,985  $10,445  $10,569 
Provision for off-balance sheet credit losses
  714      2,403   1,540   (124)
Ending balance
 $15,102  $14,388  $14,388  $11,985  $10,445 
Total provision for credit losses
 $36,040  $42,100  $48,620  $55,120  $47,120 
                      
Reserve for loan losses to loans outstanding at period-end
  2.75%  2.73%  2.59%  2.42%  2.18%
Net charge-offs (annualized) to average loans
  1.30   1.23   1.22   1.21   1.13 
Total provision for credit losses (annualized) to average loans
  1.31   1.51   1.69   1.85   1.52 
Recoveries to gross charge-offs
  6.85   14.51   7.77   6.72   6.61 
Reserve for loan losses as a multiple of net charge-offs (annualized)
  2.11x  2.17x  2.08x  1.95x  1.88x
Reserve for off-balance sheet credit losses to off-balance sheet credit commitments
  0.28%  0.26%  0.26%  0.22%  0.19%
Combined reserves for credit losses to loans outstanding at period-end
  2.89   2.86   2.72   2.52   2.27 


Allowance for Loan Losses

The adequacy 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 reserves attributed to impaired loans that have not yet been charged down to amounts we expect to recover, general reserves based on migration factors and non-specific reserves based on general economic, risk concentration and related factors.  An independent Credit Administration department is responsible for performing this evaluation for the entire company to ensure that the methodology is applied consistently.  For the three months ended June 30, 2010, there have been no material changes in the approach or techniques utilized in developing the allowance for loan losses.

 
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Specific reserves for impaired loans are determined by evaluation of estimated future cash flows, collateral value or historical statistics.  Loans are considered to be impaired when it is probable that we will not be able to collect all amounts due according to the contractual terms of the loan agreement.  This is substantially the same criteria used to determine when a loan should be placed on nonaccrual status.  Generally, all nonaccruing commercial and commercial real estate loans are considered impaired.  Substantially all impaired loans are collateralized.  Collateral includes real property, inventory, accounts receivable, operating equipment, interests in mineral rights, and other property.  Collateral may also include personal guaranties by borrowers and related parties.< /font>

Delinquency status is not a significant consideration in the evaluation of impairment or risk-grading of commercial or commercial real estate loans.  These evaluations are based on an assessment of the borrowers’ paying capacity and attempt to identify changes in credit risk before payments become delinquent.  Changes in the delinquency trends of residential mortgage loans and consumer loans may indicate increases or decreases in expected losses.

Impaired 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 based on a quarterly evaluation of available cash resources or collateral value.  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 are not adjusted by us.  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 liquidati on cash flows under current market conditions.  Collateral values and available cash resources that support impaired loans are evaluated quarterly.  Updated appraisals are obtained at least annually, or more frequently if market conditions indicate collateral values may have declined.  The excess of the outstanding principal balance over the fair value of collateral, less estimated selling costs, and available cash resources of the borrower is charged-off against the allowance for loan losses.

No reserves are attributed to the remaining balance of loans that have been charged-down to amounts management expects to recover.  However, the remaining balance continues to be classified as nonaccruing until full recovery of principal and interest, including the charged-off portion of the loan, is probable.

Impaired loans totaled $293 million at June 30, 2010 and $311 million at March 31, 2010.  At June 30, 2010, $203 million of impaired loans had specific reserves of $20 million and $90 million had no specific reserves because they had been charged down to amounts we expect to recover.  Impaired loans with no specific reserves had gross outstanding principal balances of $187 million.  Cumulative life-to-date charge-offs of impaired loans with no specific reserves at June 30, 2010 totaled $97 million, including $18 million charged-off in the second quarter of 2010.  At March 31, 2010, $186 million of impaired loans had specific reserves of $12 million and $125 million had no specific reserves because they had been charged down to amounts we expect to recover.

General reserves for unimpaired loans are based on migration models.  Separate migration models are used to determine general reserves for commercial and commercial real estate loans, residential mortgage loans, and consumer loans.  All commercial and commercial real estate loans are risk-graded based on an evaluation of the borrowers’ ability to repay the loans.  Risk grades are updated quarterly.  Migration factors are determined for each risk-grade to determine the inherent loss based on historical trends.  We use an eight-quarter aggregate accumulation of net losses as a basis for the migration factors.  Losses incurred in more recent periods are more heavily weighted by a sum-of-periods-digits formula.  The higher of current loss factors based on migration tr ends or a minimum migration factor based upon long-term history is assigned to each risk grade.

Migration models fairly measure loss exposure during an economic cycle.  However, because they are based on historic trends, their accuracy is limited near the beginning or ending of a cycle.  Because of this limitation, the results of the migration models are evaluated by management quarterly.  The resulting general reserve may be adjusted upward or downward so that the allowance for loan losses fairly represents credit losses inherent in the loan portfolio.

The general reserve for residential mortgage loans is based on an eight-quarter average percent of loss.  The general reserve for consumer loans is based on an eight-quarter average percent of loss with separate migration factors determined by major product line, such as indirect automobile loans and direct consumer loans.


 
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The aggregate amount of general reserves determined by migration factors for all unimpaired loans totaled $260 million at June 30, 2010.  Approximately, $204 million was attributed to commercial and commercial real estate loans, $40 million was attributed to residential mortgage loans and $16 million was attributed to consumer loans.  The aggregate amount of general reserves determined by migration factors for all unimpaired loans totaled $265 million at March 31, 2010.

Nonspecific reserves are maintained for risks beyond factors specific to a particular loan or identified by the migration models.  These factors include trends in the economy in our primary lending areas, conditions in certain industries where we have a concentration and overall growth in the loan portfolio.  Evaluation of nonspecific factors considers the effect of the duration of the business cycle on migration factors.  Nonspecific factors also consider current economic conditions and other relevant factors.  Nonspecific reserves totaled $19 million at June 30, 2010 and $23 million at March 31, 2010.

The provision for loan losses is the amount necessary to maintain the allowance for loan losses at an amount determined by management to be adequate based on its evaluation.  The provision for loan losses totaled $36.0 million for the second quarter of 2010, $42.1 million for the first quarter of 2010 and $47.1 million for the second quarter of 2009.  Factors considered in determining the provision for credit losses for the second quarter of 2010 included trends of net charge-offs, nonperforming loans and risk grading.

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.  Collateral values are generally evaluated annually, or more frequently for certain collateral types or collateral located in certain distressed markets.  Loans are evaluated quarterly and charge-offs are taken in the quarter in which the loss is identified.

Net loans charged off during the second quarter of 2010 totaled $35.6 million compared to $34.5 million in the previous quarter and $34.9 million in the second quarter of 2009.  The ratio of net loans charged off (annualized) to average outstanding loans was 1.30% for the second quarter of 2010 compared 1.23% for the first quarter of 2010 compared with 1.13% for the second quarter of 2009.  Net loans charged off in the second quarter of 2010 increased $1.1 million compared to the previous quarter.  Gross loans charged off in the second quarter of 2010 decreased $2.2 million compared to the previous quarter, offset by a $3.2 million decrease in recoveries in the second quarter of 2010 compared to the first quarter of 2010.

Net loans charged off by category and principal market area during the second quarter of 2010 follow in Table 24.

Table 24 – Net Loans Charged Off
(In Thousands)
   
Oklahoma
  
Texas
  
Colorado
  
Arkansas
  
New
Mexico
  
Arizona
  
Kansas/
Missouri
  
Total
 
                          
Commercial
 $2,193  $2,065  $513  $(1) $28  $274  $  $5,072 
Commercial real estate
  8,845   1,323   2,232   1,822   655   4,468      19,345 
Residential mortgage
  7,763   591   111   1   168   43      8,677 
Consumer
  1,059   690   173   386   144   (2)  10   2,460 
Total net loans charged off
 $19,860  $4,669  $3,029  $2,208  $995  $4,783  $10  $35,554 

Net commercial loans charged off during the second quarter of 2010 decreased $3.2 million compared to the prior quarter.  Net commercial loans charged off during the second quarter of 2010 included $2.5 million of charge-offs from the services sector in the Texas, Arizona and Colorado markets and $1.8 million healthcare sector of the loan portfolio primarily in the Oklahoma and Texas markets.

Net charge-offs of commercial real estate loans decreased $2.3 million over the first quarter of 2010.  Net commercial real estate loans charged off during the second quarter of 2010 included $8.8 million of loans secured by multifamily residential properties attributed to the Oklahoma market.  A single condominium and commercial office project comprised $8.7 million of this amount.  Land and residential construction sector charge-offs totaled $6.3

 
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million in the second quarter of 2010, a $2.6 million increase from the prior quarter.  Land and residential construction sector loan portfolio charge-offs were primarily composed of $2.5 million in the Arizona market, $2.2 million in the Colorado market and $1.3 million in the Texas market.  

Residential mortgage net charge-offs increased $7.0 million compared to the previous quarter primarily related to residential mortgage loans attributed to the Oklahoma market.  The timing of residential mortgage loan charge-offs varies based on foreclosure activity and delinquency status.  Consumer loan net charge-offs, which includes indirect auto loan and deposit account overdraft losses, decreased $301 thousand over the previous quarter.  Net charge-offs of indirect auto loans decreased to $938 thousand for the second quarter of 2010 compared to $1.6 million for the first quarter of 2010.

The Company considers the credit risk from loan commitments and letters of credit in its evaluation of the adequacy of the reserve for loan losses.  A separate reserve for off-balance sheet credit risk is maintained.  Table 23 presents the trend of reserves for off-balance sheet credit losses and the relationship between the reserve and loan commitments.  The provision for credit losses included the combined charge to expense for both the reserve for loan losses and the reserve for off-balance sheet credit losses.  All losses incurred from lending activities will ultimately be reflected in charge-offs against the reserve for loan losses following funds advanced against outstanding commitments and after the exhaustion of collection efforts.

 
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Nonperforming Assets

Table 25 – Nonperforming Assets
               
(In thousands)
               
   
June 30,
  
March 31,
  
Dec. 31,
  
Sept. 30,
  
June 30,
 
   
2010
  
2010
  
2009
  
2009
  
2009
 
Nonaccrual loans:
               
   Commercial
 $82,775  $84,491  $101,384  $128,266  $126,510 
   Commercial real estate
  193,698   219,639   204,924   212,418   189,586 
   Residential mortgage
  40,033   36,281   29,989   38,220   35,860 
   Consumer
  3,188   3,164   3,058   3,897   1,037 
   Total nonaccrual loans
  319,694   343,575   339,355   382,801   352,993 
Renegotiated loans (2)
  21,327   17,763   15,906   17,426   17,479 
   Total nonperforming loans
  341,021   361,338   355,261   400,227   370,472 
Other nonperforming assets
  119,908   121,933   129,034   89,507   75,243 
   Total nonperforming assets
 $460,929  $483,271  $484,295  $489,734  $445,715 
Nonaccrual loans by principal market:
                    
    Oklahoma
 $93,898  $102,231  $83,176  $112,610  $108,490 
    Texas
  49,695   58,067   66,892   65,911   51,582 
    New Mexico
  26,956   23,021   26,693   35,541   29,640 
    Arkansas
  10,933   14,652   13,820   5,911   3,888 
    Colorado (3)
  66,040   66,883   60,082   50,432   45,794 
    Arizona
  72,111   78,656   84,559   108,161   106,076 
    Kansas / Missouri
  61   65   4,133   4,235   7,523 
    Total nonaccrual loans
 $319,694  $343,575  $339,355  $382,801  $352,993 
Nonaccrual loans by loan portfolio sector:
                    
    Commercial:
                    
          Energy
 $26,259  $17,182  $22,692  $48,992  $53,842 
          Manufacturing
  3,237   4,834   15,765   17,429   16,975 
          Wholesale / retail
  5,561   6,629   12,057   7,623   10,983 
          Agriculture
  58   65   65   98   105 
          Services
  31,062   35,535   30,926   30,094   24,713 
          Healthcare
  8,568   10,538   13,103   13,758   14,222 
          Other
  8,030   9,708   6,776   10,272   5,670 
               Total commercial
  82,775   84,491   101,384   128,266   126,510 
    Commercial real estate:
                    
          Land development and construction
  132,686   140,508   109,779   113,868   97,425 
          Retail
  4,967   14,843   26,236   22,254   17,474 
          Office
  24,764   26,660   25,861   31,406   27,685 
          Multifamily
  7,253   15,725   26,540   28,223   27,827 
          Industrial
  4,223      279   527   527 
          Other commercial real estate
  19,805   21,903   16,229   16,140   18,648 
               Total commercial real estate
  193,698   219,639   204,924   212,418   189,586 
    Residential mortgage:
                    
           Permanent mortgage
  37,978   34,134   28,314   36,431   34,149 
           Home equity
  2,055   2,147   1,675   1,789   1,711 
                Total residential mortgage
  40,033   36,281   29,989   38,220   35,860 
    Consumer
  3,188   3,164   3,058   3,897   1,037 
    Total nonaccrual loans
 $319,694  $343,575  $339,355  $382,801  $352,993 
Ratios:
                    
Reserve for loan losses to nonperforming loans
  87.82%  82.95%  82.22%  70.19%  71.07%
Nonperforming loans to period-end loans
  3.13   3.29   3.15   3.45   3.07 
Loans past due (90 days or more)  (1)
 $12,474  $12,915  $10,308  $24,238  $32,479 
                      
(1) Includes residential mortgages guaranteed by agencies of the U.S. Government.
 $3,210  $3,183  $1,400  $2,589  $1,337 
(2) Includes residential mortgages guaranteed by agencies of the U.S. Government.  These loans have been modified to extend payment terms and/or reduce interest rates to current market.
  17,598   14,083   12,799   11,234   11,079 
(3) Includes loans subject to First United Bank sellers escrow for any losses incurred during a three-year period after the June 2007 which expired in the second quarter of 2010.
     4,281   4,311   4,173   8,305 

 
- 37 -

 


Nonperforming assets totaled $461 million or 4.19% of outstanding loans and repossessed assets at June 30, 2010, down $22 million since March 31, 2010.  In addition to $320 million of nonaccruing loans, nonperforming assets included $21 million of renegotiated residential mortgage loans and $120 million of real estate and other repossessed assets.  The Company generally retains nonperforming assets to maximize potential recovery which may cause future nonperforming assets to increase.

Renegotiated loans represent troubled debt restructurings of residential mortgage loans.  Generally, we modify residential mortgage loans by reducing interest rates and extending the number of payments.  We do not forgive principle or unpaid interest.  At June 30, 2010, approximately $13 million of the renegotiated residential mortgage loans are currently performing in accordance with the modified terms, $4.6 million are 30 to 89 days past due and $3.6 million are past due 90 days or more.  Restructured residential mortgage loans guaranteed by agencies of the U.S. government in accordance with agency guidelines represent $18 million of our $21 million portfolio of renegotiated loan.  Interest continues to accrue on these guaranteed loans based on the modified terms of the loan.   Renegotiated loans may be transferred to loans held-for-sale after a period of satisfactory performance, generally at least nine months.  If it becomes probable that we will not be able to collect all amounts due according to the modified loan terms, the loan is placed on nonaccrual status and included in nonaccrual loans.  Approximately $2.3 million of renegotiated loans have not met the modified terms and are reported as nonaccruing residential mortgage loans.

Commercial and commercial real estate loans are considered distressed when it becomes probable that we will not collect the full contractual principal and interest.  All distressed commercial and commercial real estate loans are placed on nonaccrual status.  We may modify loans to distressed borrowers generally consisting of extension of payment terms, not to exceed the final contractual maturity date of the original loan.  We do not forgive principal or accrued but unpaid interest nor do we grant interest rate concessions.  We do not modify consumer loans to troubled borrowers.

A rollforward of nonperforming assets for the first quarter of 2010 follows in Table 26.

Table 26 – Rollforward of Nonperforming Assets
(In thousands)
   
For the Three Months Ended June 30, 2010
 
   
 
Nonaccruing Loans
  
 
Renegotiated Loans
  
Real Estate and Other Repossessed Assets
  
Total Nonperforming Assets
 
Balance, March 31, 2010
 $343,575  $17,763  $121,933  $483,271 
Additions
  58,038         58,038 
Payments
  (17,815)        (17,815)
Charge-offs / Write-offs
  (38,168)     (11,623)  (49,791)
Foreclosures
  (18,667)     18,667    
Sales
        (9,149)  (9,149)
Return to accrual
  (5,282)        (5,282)
Other, net
  (1,987)  3,564   80   1,657 
Balance, June 30, 2010
 $319,694  $21,327  $119,908  $460,929 


   
For the Six Months Ended June 30, 2010
 
   
 
Nonaccruing Loans
  
 
Renegotiated Loans
  
Real Estate and Other Repossessed Assets
  
Total Nonperforming Assets
 
Balance, December 31, 2009
 $339,355  $15,906  $129,034  $484,295 
Additions
  138,888         138,888 
Payments
  (50,623)        (50,623)
Charge-offs / Write-offs
  (78,496)     (17,560)  (96,056)
Foreclosures
  (24,769)     24,769    
Sales
        (16,670)  (16,670)
Return to accrual
  (8,883)        (8,883)
Other, net
  4,222   5,421   335   9,978 
Balance, June 30, 2010
 $319,694  $21,327  $119,908  $460,929 

 
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Nonaccruing loans may be returned to accrual status when full collection of contractual principal and interest, including principal previously charged-off, is probable based on improvements in the borrower’s financial condition and a sustained period of performance.

The distribution of nonaccruing loans among our various markets follows in Table 27.

Table 27 – Nonaccruing Loans by Principal Market
(Dollars In thousands)
   
June 30, 2010
  
March 31, 2010
  
Change
 
   
Amount
  
% of outstanding loans
  
Amount
  
% of outstanding loans
  
Amount
  
% of outstanding loans
 
Oklahoma
 $93,898   1.83% $102,231   2.03% $(8,333)  (20) bp
Texas
  49,695   1.60   58,067   1.83   (8,372)  (23)
New Mexico
  26,956   3.91   23,021   3.17   3,935   74 
Arkansas
  10,933   3.46   14,652   4.27   (3,719)  (81)
Colorado
  66,040   8.28   66,883   8.25   (843)  3 
Arizona
  72,111   16.04   78,656   16.31   (6,545)  (27)
Kansas / Missouri
  61   0.02   65   0.02   (4)   
Total
 $319,694   2.94% $343,575   3.13% $(23,881)  (19) bp

Nonaccruing loans attributed to the Arizona, Colorado and Texas markets consisted primarily of commercial real estate loans.  Nonaccruing loans attributed to the Oklahoma market are primarily composed of $42 million of commercial loans, $27 million of residential mortgage loans and $24 million of commercial real estate loans.

Nonaccruing loans decreased $24 million from March 31, 2010 primarily due to an $8.4 million decrease in nonaccruing loans attributed to the Texas market, an $8.3 million decrease in nonaccruing loans attributed to the Oklahoma market and a $6.5 million decrease in nonaccruing loans attributed to the Arizona market.  During the second quarter of 2010, $58 million of new nonaccruing loans were identified, offset by $18 million in payments received, $38 million in charge-offs and $19 million in foreclosures and repossessions.  In addition, $5 million of nonaccruing loans were returned to accrual status during the second quarter of 2010 based on our expectation of full repayment.  The ratio of nonaccruing loans to period end loans was also negatively impacted by an $89 million decrease in period end loans balanc es from March 31, 2010.

Commercial

Nonaccruing commercial loans totaled $83 million or 1.38% of total commercial loans at June 30, 2010 and $84 million or 1.40% of total commercial loans at March 31, 2010.  At June 30, 2010, nonaccruing commercial loans were primarily composed of $31 million or 1.86% of total services sector loans, $26 million or 1.42% of total energy sector loans, $9 million or 1.06% of total healthcare sector loans and $8 million or 3.61% of other commercial and industrial sector loans.  Nonaccruing commercial loans decreased $1.7 million primarily due to a $9 million increase in energy sector loans offset by decreases in nonaccruing loans in all other sectors.  Nonaccruing service sector loans declined $4 million from March 31, 2010.

Newly identified nonaccruing commercial loans in the second quarter of 2010 totaled approximately $20 million, offset primarily by $8 million in payments and $6 million in charge-offs and $5 million of nonaccruing commercial loans returning to accrual status.  Newly identified nonaccrual loans were primarily in the services and other commercial and industrial sectors of the portfolio.  Nonaccruing commercial loans attributed to our various markets as of June 30, 2010 follows in Table 28.


 
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Table 28 – Nonaccruing Commercial Loans by Principal Market
(Dollars in thousands)

   
June 30, 2010
  
March 31, 2010
  
Change
 
   
Amount
  
% of outstanding loans
  
Amount
  
% of outstanding loans
  
Amount
  
% of outstanding loans
 
Oklahoma
 $41,758   1.54% $36,110   1.38% $5,648   16bp
Texas
  11,398   0.60   17,450   0.90   (6,052)  (30)
New Mexico
  8,398   2.93   8,873   2.72   (475)  21 
Arkansas
  103   0.12   839   0.97   (736)  (85)
Colorado
  8,314   1.72   9,429   1.90   (1,115)  (18)
Arizona
  12,743   6.24   11,725   5.61   1,018   63 
Kansas / Missouri
  61   0.02   65   0.02   (4)   
Total commercial
 $82,775   1.38% $84,491   1.40% $(1,716)  (2) bp


Commercial Real Estate

Nonaccruing commercial real estate loans totaled $194 million or 8.27% of outstanding commercial real estate loans at June 30, 2010 compared to $220 million or 8.99% of outstanding commercial real estate loans at March 31, 2010.  Nonaccruing commercial real estate loans continue to be largely concentrated in land development and residential construction loans.  Nonaccruing commercial real estate loans decreased $26 million from March 31, 2010.  Newly identified nonaccruing commercial real estate loans totaled $19 million, offset by $19 million of charge-offs, $16 million of foreclosures and $10 million of cash payments received.  Nonaccruing commercial real estate loans attributed to our geographic market follows in Table 29.

Table 29 – Nonaccruing Commercial Real Estate Loans by Principal Market
(Dollars in thousands)
   
June 30, 2010
  
March 31, 2010
  
Change
 
   
Amount
  
% of outstanding loans
  
Amount
  
% of outstanding loans
  
Amount
  
% of outstanding loans
 
Oklahoma
 $23,797   3.03% $38,666   4.91% $(14,689)  (188) bp
Texas
  31,150   4.26   33,811   4.39   (2,661)  (13)
New Mexico
  16,410   5.57   12,370   4.15   4,040   142 
Arkansas
  9,532   8.32   12,643   9.79   (3,111)  (147)
Colorado
  56,880   25.20   57,362   25.05   (482)  15 
Arizona
  55,929   34.23   64,787   32.04   (8,858)  219 
Kansas / Missouri
                  
Total commercial real estate
 $193,698   8.27% $219,639   8.99% $(25,941)  (72) bp

Nonaccruing commercial real estate loans are primarily concentrated in the Arizona and Colorado markets.  Approximately $57 million or 25% of commercial real estate loans in the Colorado market are nonaccruing, primarily consisting of nonaccruing residential construction and land development loans.  Nonaccruing commercial real estate loans in the Colorado market were largely unchanged from March 31, 2010.  Approximately $56 million or 34% of commercial real estate loans in Arizona are nonaccruing and consist primarily of $27 million of nonaccruing residential construction and land development loans, $12 million of nonaccruing loans secured by other commercial and industrial facilities and $10 million of nonaccruing loans secured by office buildings.  Nonaccruing commercial real estate in the Arizona market decreased $9 million from March 31, 2010, primarily due to charge-offs and transfers to other real estate owned.

The decrease in nonaccruing commercial real estate loans included $10 million decrease in nonaccruing loans secured by retail facilities primarily in the Arizona market, an $8 million decrease in nonaccruing residential construction and land development loans and an $8 million decrease in loans secured by multifamily residential properties primarily in the Oklahoma market.  Decrease in nonaccruing loans were partially offset by a $4 million increase in nonaccruing loans secured by industrial facilities related to a single loan in the Arizona market.

 
- 40 -

 


Residential Mortgage and Consumer

Nonaccruing residential mortgage loans totaled $40 million or 2.18% of outstanding residential mortgage loans at June 30, 2010 compared to $36 million or 2.02% of outstanding residential loans at March 31, 2010.  Nonaccruing residential mortgage loans primarily consist of permanent residential mortgage loans which totaled $38 million or 2.88% of outstanding residential mortgage loans at June 30, 2010, a $3.8 million increase compared to March 31, 2010.  Nonaccruing home equity loans continued to perform well with only $2.1 million or 0.40% of total home equity loans in nonaccrual status.

The distribution of nonaccruing residential mortgage loans attributed to our various markets is included in Table 30.

Table 30 – Nonaccruing Residential Mortgage Loans by Principal Market
(Dollars in thousands)
 
 
June 30, 2010
  
March 31, 2010
  
Change
 
   
Amount
  
% of outstanding loans
  
Amount
  
% of outstanding loans
  
Amount
  
% of outstanding loans
 
Oklahoma
 $27,447   2.18% $26,463   2.14% $984   4bp
Texas
  6,489   2.10   5,951   1.93   538   17 
New Mexico
  2,049   2.34   1,761   2.06   288   28 
Arkansas
  81   0.51         81   51 
Colorado
  655   0.94   91   0.13   564   81 
Arizona
  3,312   4.20   2,015   2.96   1,297   124 
Kansas / Missouri
                  
Total residential mortgage loans
 $40,033   2.18% $36,281   2.02% $3,752   16bp

In addition to nonaccruing residential mortgage and consumer loans and renegotiated residential mortgage loans, payments of residential mortgage loans and consumer loans may be delinquent.  The composition of residential mortgage and consumer loans past due is included in the following Table 31.  Residential mortgage loans 30 to 89 days past due increased $34 thousand and residential mortgage loans past due 90 days or more increased $170 thousand during second quarter of 2010.   Consumer loans past due 30 to 89 days decreased $1.8 million from March 31, 2010 due to a $936 thousand decrease in indirect automobile loans and an $898 thousand decrease in other consumer loans.  Consumer loans past due 90 days or more decreased $79 thousand in the second quarter of 2010, due primarily to a decrease i n other consumer loans.

Table 31 – Residential Mortgage and Consumer Loans Past Due
(In thousands)
   
June 30, 2010
  
March 31, 2010
 
   
90 Days or More
  
30 to 89 Days
  
90 Days or More
  
30 to 89 Days
 
              
   Permanent mortgage
 $3,400  $23,508  $3,183  $22,649 
   Home equity
     919   47   1,744 
Total residential mortgage
 $3,400  $24,427  $3,230  $24,393 
                  
Consumer:
                
   Indirect automobile
 $306  $14,059  $287  $14,995 
   Other consumer
  118   1,934   216   2,832 
Total consumer
 $424  $15,993  $503  $17,827 


 
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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, which is determined by fair value at date of foreclosure, or current fair value less estimated selling costs.  The fair value of real property is generally based on third party appraisals that conform to Uniform Standards of Professional Appraisal Practice.  Appraisals are ordered at foreclosure and are updated on no less than an annual basis.  For certain property types, such as residential building lots, or in certain distressed markets, we may request updated appraisals more frequently.  Appraised values are on an “as is” basis and are not adjusted.  For uncompleted properties, we may also obtain appraised value for pr operties on an “as completed” basis to use in determination of whether to develop properties to completion and costs may be capitalized not to exceed the estimated “as completed” fair value as determined by the independent real estate appraisal.  Mineral rights 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 assets is generally determined by our special assets staff based on projected liquidation cash flows under current market conditions.

The carrying value of real estate and other repossessed assets is evaluated by management on a quarterly basis, including our consideration of marketing activity of our properties and sales of competing properties.

Real estate and other repossessed assets totaled $120 million at June 30, 2010, a decrease of $2.0 million from March 31, 2010 including a $5.1 million decrease of 1-4 family residential properties and residential land development properties attributed to the Arizona market.  The distribution of real estate and other repossessed assets attributed by geographical market is included in Table 32 following.

Table 32 – Real Estate and Other Repossessed Assets by Principal Market
 (In thousands)
   
Oklahoma
  
Texas
  
Colorado
  
Arkansas
  
New
Mexico
  
Arizona
  
Kansas/
Missouri
  
Total
 
1-4 family residential properties and residential land development properties
 $5,936  $19,860  $2,893  $5,859  $1,895  $20,468  $686  $57,597 
Developed commercial real estate properties
  5,046   4,584   2,009   2,155   4,905   18,161      36,860 
Equity interest in partial satisfaction of debts
  13,100                     13,100 
Undeveloped land
     315   2,218   11      5,142      7,686 
Construction equipment
                    3,311   3,311 
Vehicles
  531   333      281            1,145 
Other
        209               209 
Total real estate and other repossessed assets
 $24,613  $25,092  $7,329  $8,306  $6,800  $43,771  $3,997  $119,908 

Undeveloped land is primarily zoned for commercial development.  Developed commercial real estate properties are primarily completed with no additional construction necessary for sale.  A secondary market is developing for shares of the entity in which we hold an equity interest.  Prices indicated in that market exceed our carrying value per share.

Our loan review process also identified loans 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’ ability to comply with current repayment terms.  These potential problem loans totaled $194 million at June 30, 2010 and $231 million at March 31, 2010.  Potential problem loans by primary industry included real estate - $112 million, energy - $19 million, manufacturing - $18 million, and services - $18 million. 0; Potential problem real estate loans included $36 million of residential development loans on properties primarily located in Texas and Oklahoma and $26 million of loans secured by multifamily residential properties primarily located in Texas.

 
- 42 -

 

Liquidity and Capital

Subsidiary Banks

Deposits and borrowed funds are the primary sources of liquidity for the subsidiary banks.  Based on the average balances for the second quarter of 2010, approximately 68% of our funding was provided by deposit accounts, 18% from borrowed funds, 2% from long-term subordinated debt and 10% from shareholders’ equity.  Our funding sources, which primarily include deposits and borrowings from the Federal Home Loan Banks and other banks, provide adequate liquidity to meet our operating needs.

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 our Perfect Banking sales and customer service program, free checking and online bill paying services, an extensive network of branch locations and ATMs and a 24-hour Express Bank 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.
 
 
Average deposits totaled $15.8 billion at June 30, 2010 and represented approximately 68% of total average liabilities and capital for the second quarter of 2010 compared with $15.4 billion at March 31, 2010 and approximately 65% of total average liabilities and capital for the first quarter of 2010.  Average deposits increased $441 million over the first quarter of 2010.   Average interest-bearing transaction deposit accounts continued to grow in the second quarter of 2010, up $324 million over the first quarter of 2010.  Growth in our average interest-bearing transaction deposit accounts included $196 million of commercial deposits, $78 million of consumer banking deposits and $47 million of wealth management deposits.  Average demand deposits decreased $175 million from the first quarter of 2010, including $85 million of commercial deposits, $57 million of consumer banking deposits and $26 million of wealth management deposits.  Higher-costing average time deposits also decreased $71 million during the second quarter of 2010.  Brokered deposits, which are included in time deposits, averaged $170 million for the second quarter of 2010, unchanged from the first quarter of 2010.

The distribution of deposit accounts among our principal markets is shown in Table 33.

 
- 43 -

 


Table 33 – Deposits by Principal Market Area
               
(In thousands)
               
   
June 30,
  
March 31,
  
Dec. 31,
  
Sept. 30,
  
June 30,
 
   
2010
  
2010
  
2009
  
2009
  
2009
 
Oklahoma:
               
Demand
 $2,101,994  $2,062,084  $2,068,908  $1,895,980  $1,451,057 
Interest-bearing:
                    
Transaction
  5,562,287   5,237,983   5,134,902   4,566,058   4,374,089 
Savings
  102,590   101,708   93,006   93,443   94,048 
Time
  1,442,525   1,360,756   1,397,240   1,765,980   2,033,312 
Total interest-bearing
  7,107,402   6,700,447   6,625,148   6,425,481   6,501,449 
Total Oklahoma
  9,209,396   8,762,531   8,694,056   8,321,461   7,952,506 
                      
Texas:
                    
Demand
  1,150,495   1,068,656   1,108,401   1,138,794   1,002,266 
Interest-bearing:
                    
Transaction
  1,674,519   1,675,759   1,748,319   1,716,460   1,660,642 
Savings
  36,814   37,175   35,129   35,724   33,992 
Time
  1,003,936   1,043,813   1,100,602   1,007,579   1,035,919 
Total interest-bearing
  2,715,269   2,756,747   2,884,050   2,759,763   2,730,553 
Total Texas
  3,865,764   3,825,403   3,992,451   3,898,557   3,732,819 
                      
New Mexico:
                    
Demand
  223,869   222,685   209,090   216,330   175,033 
Interest-bearing:
                    
Transaction
  491,708   480,189   444,247   424,528   434,498 
Savings
  30,231   20,036   17,563   18,039   18,255 
Time
  476,155   495,243   510,202   511,507   542,388 
Total interest-bearing
  998,094   995,468   972,012   954,074   995,141 
Total New Mexico
  1,221,963   1,218,153   1,181,102   1,170,404   1,170,174 
                      
Arkansas:
                    
Demand
  14,919   17,599   21,526   19,077   17,261 
Interest-bearing:
                    
Transaction
  108,104   61,398   50,879   85,061   73,972 
Savings
  1,288   1,266   1,346   1,131   1,031 
Time
  119,472   105,794   101,839   137,109   162,505 
Total interest-bearing
  228,864   168,458   154,064   223,301   237,508 
Total Arkansas
  243,783   186,057   175,590   242,378   254,769 
                      
Colorado:
                    
Demand
  143,783   136,048   146,929   121,555   113,895 
Interest-bearing:
                    
Transaction
  441,085   456,508   448,846   477,418   445,521 
Savings
  18,869   18,118   17,802   18,518   18,144 
Time
  497,538   509,410   525,844   520,906   579,709 
Total interest-bearing
  957,492   984,036   992,492   1,016,842   1,043,374 
Total Colorado
  1,101,275   1,120,084   1,139,421   1,138,397   1,157,269 
                      
Arizona:
                    
Demand
  71,711   61,183   68,651   54,046   55,975 
Interest-bearing:
                    
Transaction
  94,033   81,851   81,909   95,242   89,842 
Savings
  1,062   1,105   958   971   1,282 
Time
  63,643   64,592   60,768   56,809   59,775 
Total interest-bearing
  158,738   147,548   143,635   153,022   150,899 
Total Arizona
  230,449   208,731   212,286   207,068   206,874 
                      
Kansas / Missouri:
                    
Demand
  28,518   31,726   30,339   16,406   9,692 
Interest-bearing:
                    
Transaction
  116,423   100,037   21,337   15,682   12,907 
Savings
  110   146   148   70   54 
Time
  69,819   74,648   71,498   84,923   158,325 
Total interest-bearing
  186,352   174,831   92,983   100,675   171,286 
Total Kansas / Missouri
  214,870   206,557   123,322   117,081   180,978 
                      
Total BOK Financial deposits
 $16,087,500  $15,527,516  $15,518,228  $15,095,346  $14,655,389 

 
- 44 -

 

In addition to deposits, subsidiary bank liquidity 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 single source of Federal funds purchased totaled $200 million at June 30, 2010.  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 securi ties, 1-4 family mortgage loans and multifamily mortgage loans).  During the second quarter of 2010, the outstanding balance of federal funds purchased averaged $1.4 billion, securities repurchase agreements averaged $1.1 billion and Federal Home Loan Bank borrowings averaged $1.6 billion.

At June 30, 2010, the estimated unused credit available to the subsidiary banks from collateralized sources within our internal policy limits was approximately $3.7 billion.

Parent Company

The primary source of liquidity for BOK Financial is dividends from subsidiary banks, which 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.  Based on the most restrictive limitations as well as management’s internal capital policy, at June 30, 2010, the subsidiary banks could declare up to $210 million of dividends without regulatory approval.  Future losses or increases in required regulatory capital at the subsidiary banks could affect their ability to pay dividends to the parent company.

Effective December 2, 2009, the Company amended an unsecured revolving credit agreement with George B. Kaiser, its Chairman and principal shareholder.  The terms of the amended credit agreement reduced the committed amount from $188 million to $100 million, changed the interest rate and facility fee to reflect current market terms and extended the maturity date from December 2, 2010 to December 2, 2012.  Interest on outstanding balances due to Mr. Kaiser is based on one-month LIBOR plus 250 basis points and is payable quarterly.  Additional interest in the form of a facility fee is paid quarterly on the unused portion of the commitment at 50 basis points.  Previously, interest was due quarterly based on one-month LIBOR plus 125 basis points and the facility fee was paid quarterly on the unused porti on of the commitment at 25 basis points.  As with the original agreement, the amended agreement has no restrictive covenants.  No amounts were outstanding under this credit agreement as of June 30, 2010.

Our equity capital at June 30, 2010 was $2.4 billion, up from $2.3 billion at March 31, 2010.  Net income less cash dividend paid increased equity $47 million during the second quarter of 2010.  An increase in the fair value of available-for-sale securities was primarily responsible for a $66 million increase in accumulated other comprehensive income during the second quarter of 2010.  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.

Based on asset size, we are the largest commercial bank that elected not to participate in the TARP Capital Purchase Program. The decision not to participate in TARP was based on an evaluation of our capital needs in both the current environment and in several capital stress environments. We considered capital requirements for organic growth and potential acquisitions, the cost of TARP capital and a defined exit strategy when the cost of TARP capital increases substantially at the end of year five.
 
 
On April 26, 2005, the Board of Directors authorized a share repurchase program, which replaced a previously authorized program.  The maximum of two million common shares may be repurchased.  The specific timing and amount of shares repurchased will vary based on market conditions, securities law limitations and other factors.  Repurchases may be made over time in open market or privately negotiated transactions.  The repurchase program may be suspended or discontinued at any time without prior notice.  Since this program began, 784,073 shares have been repurchased by the Company for $38.7 million.  No shares were repurchased in the second quarter of 2010.

BOK Financial and subsidiary banks are subject to various capital requirements administered by federal agencies.  Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that could have a material impact on operations.  These capital requirements include

 
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quantitative measures of assets, liabilities, and off-balance sheet items.  The capital standards are also subject to qualitative judgments by the regulators.

For a banking institution to qualify as well capitalized, its Tier 1, Total and Leverage capital ratios must be at least 6%, 10% and 5%, respectively.  All of the Company’s banking subsidiaries exceeded the regulatory definitions of well capitalized.  The capital ratios for BOK Financial on a consolidated basis are presented in Table 34.

 
 
Table 34 – Capital Ratios
 
Well Capitalized
  
June 30,
  
March 31,
  
Dec. 31,
  
Sept. 30,
  
June 30,
 
   
Minimums
  
2010
  
2010
  
2009
  
2009
  
2009
 
                    
Average total equity to average assets
     10.15%  9.69%  9.48%  9.26%  8.70%
Tangible common equity ratio
     8.88   8.46   7.99   7.78   7.55 
Tier 1 common equity ratio
     11.77   11.33   10.75   10.45   9.77 
Risk-based capital:
                        
Tier 1 capital
  6.00%  11.90   11.45   10.86   10.56   9.86 
Total capital
  10.00   15.38   15.09   14.43   14.10   13.34 
Leverage
  5.00   8.57   8.25   8.05   8.16   7.97 


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”) less intangible assets and equity which does not benefit common shareholders.  Equity that does not benefit common shareholders includes preferred equity and equity provided by the U.S. Treasury’s TARP program.  Tier 1 common equity is tier 1 equity as defined by banking regulations, adjusted for other comprehensive income (loss) and equity which does not benefit common shareholders.  These non-GAAP measures are valuable indicators 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 (loss) in shareholders’ equity.

Table 35 following provides a reconciliation of the non-GAAP measures with financial measures defined by GAAP.

Table 35 – Non-GAAP Measures
 
June 30,
  
March 31,
  
Dec. 31,
  
Sept. 30,
  
June 30,
 
(Dollars in thousands)
 
2010
  
2010
  
2009
  
2009
  
2009
 
                 
Tangible common equity ratio:
               
Total shareholders' equity
 $2,428,738  $2,312,443  $2,205,813  $2,185,013  $2,050,572 
Less: Intangible assets, net
  351,592   352,916   354,239   356,152   357,838 
Tangible common equity
  2,077,146   1,959,527   1,851,574   1,828,861   1,692,734 
Total assets
  23,736,728   23,501,976   23,516,831   23,876,841   22,768,319 
Less: Intangible assets, net
  351,592   352,916   354,239   356,152   357,838 
Tangible assets
 $23,385,136  $23,149,060  $23,162,592  $23,520,689  $22,410,481 
Tangible common equity ratio
  8.88%  8.46%  7.99%  7.78%  7.55%
                      
Tier 1 common equity ratio:
                    
Tier 1 capital
 $1,976,588  $1,922,783  $1,876,778  $1,849,254  $1,807,705 
Less: Non-controlling interest
  21,289   20,274   19,561   18,981   15,590 
Tier 1 common equity
  1,955,299   1,902,509   1,857,217   1,830,273   1,792,115 
Risk weighted assets
 $16,611,662  $16,787,566  $17,275,808  $17,515,147  $18,338,540 
Tier 1 common equity ratio
  11.77%  11.33%  10.75%  10.45%  9.77%


Off-Balance Sheet Arrangements

Bank of Oklahoma agreed to guarantee rents totaling $28.7 million through September of 2017 to the City of Tulsa (“City”) as owner of a building immediately adjacent to the Bank’s main office for space currently rented by third-party tenants in the building.  All rent payments are current and remaining guaranteed rents totaled $21.4 million at

 
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June 30, 2010.  In return for this guarantee, Bank of Oklahoma will receive 80% of net cash flow as defined in an agreement with the City through September 2017 from currently vacant space in the same building.  Approximately 42 thousand square feet of this additional space has been rented to outside parties since the date of the agreement.  The maximum amount that Bank of Oklahoma may receive under this agreement is $4.5 million.

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 prices, 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.  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 guidelines established by the Board of Directors.  The acceptable negative variation in net interest revenue, net income or economic value of equity due to a specified basis point increase or decrease in interest rates is generally limited by these guidelines to +/- 10%.  These guidelines 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.  Compliance with these guidelines is reviewed monthly.

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, net income and economic value of equity.  A simulation model is used to estimate the effect of changes in interest rates over the next 12 and longer time periods based on multiple interest rate scenarios.  Two specified interest rate scenarios are used to evaluate inter est rate risk against policy guidelines.  The first assumes a sustained parallel 200 basis point increase and the second assumes a sustained parallel 50 basis point decrease in interest rates.  Management historically evaluated interest rate sensitivity for a sustained 200 basis point decrease in interest rates.  However, the results of a 200 basis point decrease in interest rates in the current low-rate environment are not meaningful.

The decrease in intermediate and long-term interest rates during the second quarter of 2010 has increased the expected level of mortgage prepayments over the next 12 months thereby shortening the overall duration of assets and resulting in an asset sensitive position when compared to the relatively neutral position of the prior quarter.  If intermediate and long-term rates were to increase to levels seen in the early part of the second quarter, the asset sensitive position would move back towards neutral, absent other changes in the balance sheet or economic hedges.

The Company’s primary interest rate exposures included 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, mortgage rates directly affect the prepayment speeds for 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.  The model incorporates assumptions regarding the effects of changes in interest rates and account balances on indeterminable maturity deposits 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.   ;The effects of changes in interest rates on the value of mortgage servicing rights are excluded from Table 36 due to the extreme volatility over such a large rate range.  The effects of interest rate changes on the value of mortgage servicing rights and securities identified as economic hedges are presented in Note 6 to the Consolidated Financial Statements.


 
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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 re-pricing characteristics, future cash flows and customer behavior.  These assumptions are inherently uncertain and, as a result, the model cannot precisely estimate net interest revenue, net income or economic value of equity or precisely predict the impact of higher or lower interest rates on net interest revenue, net income or economic value of equity. 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.

 
Table 36 – Interest Rate Sensitivity
      
(Dollars in Thousands)
      
   
200 b.p. Increase
  
50 b.p. Decrease
 
   
2010
  
2009
  
2010
  
2009
 
Anticipated impact over the next twelve months on net interest revenue
 $27,480  $(12,159) $(13,795)  *** 
    4.0%  (1.5)%  (2.0)%  *** 
***A 50 basis point decrease was not computed in 2009.
 
Trading Activities
 
BOK Financial enters into trading activities both as an intermediary for customers and for its own account.  As an intermediary, BOK Financial will take positions in securities, generally 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.  BOK Financial will also take trading positions in U.S. Treasury securities, mortgage-backed securities, municipal bonds and financial futures for its own account.  These positions are taken with the objective of generating trading profits.  Both of these activities involve interest rate risk.

A variety of methods are used to manage 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. Hedges in either the futures or cash markets may be used to reduce the risk associated with some trading programs.

Management uses a Value at Risk (“VAR”) methodology to measure the market risk inherent in its trading activities. VAR is calculated based upon historical simulations over the past five years using a variance / covariance matrix of interest rate changes.   It represents an amount of market loss that is likely to be exceeded only one out of every 100 two-week periods. Trading positions are managed within guidelines approved by the Board of Directors. These guidelines limit the VAR to $7.4 million.  At June 30, 2010, the VAR was $1.0 million.  The greatest value at risk during the second quarter of 2010 was $9.0 million.
 
Controls and Procedures

As required by Rule 13a-15(b), BOK Financial’s management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation as of the end of the period covered by their report, of the effectiveness of the company’s disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e).  Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report.  As required by Rule 13a-15(d), BOK Financial’s management, including the Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of the company’s internal controls over financial reporting to determine whether any changes occurred during the quarter covere d by this report that have materially affected, or are reasonably likely to materially affect, the company’s internal controls over financial reporting.  Based on that evaluation, there has been no such change during the quarter covered by this report.



 
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Forward-Looking Statements

This report 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 in general.  Words such as “anticipates,” “believes,” ”estimates,” “expects,” “forecasts,” “plans,” “projects,” 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 reserve for loan losses involve judgments as to expected events and are inherently forward-looking statements.  Assessments that BOK Financial’s acquisitions and other growth endeavors will be profitable are necessar y statements of belief as to the outcome of future events, based in part on information provided by others that BOK Financial has not independently verified.  These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that 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 expressed, implied, or forecasted in such forward-looking statements.  Internal and external factors that might cause such a difference include, but are not limited to:  (1) the ability to fully realize expected cost savings from mergers within the expected time frames, (2) the ability of other companies on which BOK Financial relies to provide goods and services in a timely and accurate manner, (3) changes in interest rates and interest rate relationships, (4) demand for products and services, (5) the degree of competition by tra ditional and nontraditional competitors, (6) changes in banking regulations, tax laws, prices, levies, and assessments, (7) the impact of technological advances and (8) 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.


 
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Consolidated Statements of Earnings (Unaudited)
            
(In thousands, except share and per share data)
            
   
Three Months Ended June 30,
  
Six Months Ended June 30,
 
Interest revenue
 
2010
  
2009
  
2010
  
2009
 
Loans
 $131,102  $143,054  $263,046  $286,420 
Residential mortgage loans held for sale
  2,177   3,215   3,924   5,593 
Taxable securities
  81,460   80,713   164,072   164,715 
Tax-exempt securities
  2,308   2,913   4,757   5,563 
   Total securities
  83,768   83,626   168,829   170,278 
Trading securities
  542   776   1,152   1,577 
Funds sold and resell agreements
  8   14   16   44 
Total interest revenue
  217,597   230,685   436,967   463,912 
Interest expense
                
Deposits
  26,292   45,103   53,909   97,030 
Borrowed funds
  3,657   4,370   7,270   10,259 
Subordinated debentures
  5,535   5,632   11,101   11,198 
Total interest expense
  35,484   55,105   72,280   118,487 
Net interest revenue
  182,113   175,580   364,687   345,425 
Provision for credit losses
  36,040   47,120   78,140   92,160 
Net interest revenue after provision for credit losses
  146,073   128,460   286,547   253,265 
Other operating revenue
                
Brokerage and trading revenue
  24,754   21,794   45,789   46,493 
Transaction card revenue
  28,263   27,533   53,950   52,961 
Trust fees and commissions
  17,737   16,860   34,057   33,370 
Deposit service charges and fees
  28,797   28,421   55,589   55,826 
Mortgage banking revenue
  18,335   19,882   33,206   38,380 
Bank-owned life insurance
  2,908   2,418   5,880   4,735 
Margin asset fees
  69   68   105   135 
Other revenue
  7,305   6,124   14,907   12,707 
Total fees and commissions
  128,168   123,100   243,483   244,607 
Gain on sales of assets
  1,545   973   155   1,116 
Gain (loss) on derivatives, net
  7,272   (1,037)  6,931   (2,701)
Gain on securities, net
  23,100   6,471   27,624   26,579 
Total other-than-temporary impairment losses
  (10,959)  (1,263)  (20,667)  (55,631)
Portion of loss recognized in other comprehensive income
  (8,313)  279   (13,796)  (39,087)
Net impairment losses recognized in earnings
  (2,646)  (1,542)  (6,871)  (16,544)
Total other operating revenue
  157,439   127,965   271,322   253,057 
Other operating expense
                
Personnel
  97,054   96,191   193,878   188,818 
Business promotion
  4,945   4,569   8,923   8,997 
Professional fees and services
  6,668   7,363   13,069   13,875 
Net occupancy and equipment
  15,691   15,973   31,202   32,231 
Insurance
  5,596   5,898   12,129   11,536 
FDIC special assessment
     11,773      11,773 
Data processing and communications
  21,940   20,452   42,249   39,758 
Printing, postage and supplies
  3,525   4,072   6,847   8,643 
Net losses and expenses of repossessed assets
  13,067   996   20,287   2,802 
Amortization of intangible assets
  1,323   1,686   2,647   3,372 
Mortgage banking costs
  10,380   9,336   19,647   16,803 
Change in fair value of mortgage servicing rights
  19,458   (7,865)  5,526   (9,820)
Other expense
  6,265   5,326   13,240   12,776 
Total other operating expense
  205,912   175,770   369,644   341,564 
Income before taxes
  97,600   80,655   188,225   164,758 
Federal and state income tax
  32,042   28,315   62,325   57,153 
Net income
  65,558   52,340   125,900   107,605 
Net income attributable to non-controlling interest
  2,036   225   2,245   458 
Net income attributable to BOK Financial Corp.
 $63,522  $52,115  $123,655  $107,147 
Earnings per share:
                
Basic
 $0.93  $0.77  $1.82  $1.59 
Diluted
 $0.93  $0.77  $1.81  $1.58 
Average shares used in computation:
                
Basic
  67,605,807   67,344,577   67,599,349   67,330,590 
Diluted
  67,880,587   67,448,029   67,835,606   67,417,874 
Dividends declared per share
 $0.25  $0.24  $0.49  $0.465 
See accompanying notes to consolidated financial statements.

 
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Consolidated Balance Sheets
         
(In thousands except share data)
         
   
June 30,
  
Dec. 31,
  
June 30,
 
   
2010
  
2009
  
2009
 
   
(Unaudited)
  
(Footnote 1)
  
(Unaudited)
 
Assets
         
Cash and due from banks
 $834,972  $875,250  $470,553 
Funds sold and resell agreements
  17,554   45,966   112,128 
Trading securities
  62,159   65,354   84,548 
Securities:
            
  Available for sale
  9,074,054   8,726,135   7,033,090 
  Available for sale securities pledged to creditors
  152,666   145,888   191,583 
  Investment (fair value:  June 30, 2010 – $363,886; December 31, 2009 - $246,704; June 30, 2009 – $273,770)
  353,277   240,405   269,844 
  Mortgage trading securities
  534,641   285,950   222,864 
    Total securities
  10,114,638   9,398,378   7,717,381 
Residential mortgage loans held for sale
  227,574   217,826   326,363 
Loans
  10,882,717   11,279,698   12,069,928 
Less reserve for loan losses
  (299,489)  (292,095)  (263,309)
  Loans, net of reserve
  10,583,228   10,987,603   11,806,619 
Premises and equipment, net
  277,225   280,260   286,295 
Accrued revenue receivable
  126,149   108,822   118,718 
Goodwill
  335,601   335,601   335,829 
Intangible assets, net
  15,991   18,638   22,009 
Mortgage servicing rights, net
  98,942   73,824   67,413 
Real estate and other repossessed assets
  119,908   129,034   75,243 
Bankers’ acceptances
  2,885   3,869   8,260 
Derivative contracts
  334,576   343,782   462,971 
Cash surrender value of bank-owned life insurance
  251,857   247,357   241,792 
Receivable on unsettled securities trades
        237,200 
Other assets
  333,469   385,267   394,997 
Total assets
 $23,736,728  $23,516,831  $22,768,319 
              
Noninterest-bearing demand deposits
 $3,735,289  $3,653,844  $2,825,179 
Interest-bearing deposits:
            
  Transaction
  8,488,159   7,930,439   7,091,471 
  Savings
  190,964   165,952   166,806 
  Time (includes fair value: $27,957 at June 30, 2010; $98,031 at December 31, 2009; $520,245 at June 30, 2009)
  3,673,088   3,767,993   4,571,933 
  Total deposits
  16,087,500   15,518,228   14,655,389 
Funds purchased and repurchase agreements
  2,262,475   2,471,743   2,798,274 
Other borrowings
  1,708,295   2,133,357   2,152,177 
Subordinated debentures
  398,617   398,539   398,465 
Accrued interest, taxes and expense
  91,471   111,880   119,003 
Bankers’ acceptances
  2,885   3,869   8,260 
Derivative contracts
  299,851   308,360   445,463 
Due on unsettled securities trades
  266,470   212,335    
Other liabilities
  169,137   133,146   125,126 
Total liabilities
  21,286,701   21,291,457   20,702,157 
Shareholders' equity:
            
Common stock ($.00006 par value; 2,500,000,000 shares authorized; shares issued and outstanding: June 30, 2010 – 70,616,414;  December 31, 2009 – 70,312,086; June 30, 2009 – 70,092,396)
  4   4   4 
Capital surplus
  769,928   758,723   747,624 
Retained earnings
  1,654,516   1,563,683   1,502,993 
Treasury stock (shares at cost:  June 30, 2010 – 2,535,617; December 31, 2009 – 2,509,279;  June 30, 2009 – 2,417,954)
  (109,481)  (105,857)  (101,601)
Accumulated other comprehensive income (loss)
  113,771   (10,740)  (98,448)
Total shareholders’ equity
  2,428,738   2,205,813   2,050,572 
Non-controlling interest
  21,289   19,561   15,590 
Total equity
  2,450,027   2,225,374   2,066,162 
Total liabilities and equity
 $23,736,728  $23,516,831  $22,768,319 


See accompanying notes to consolidated financial statements.

 
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Consolidated Statements of Changes in Equity (Unaudited)

(In thousands)
                        
      
Accumulated
                   
   
Common Stock
  
Other
Comprehensive
  
Capital
  
Retained
  
Treasury Stock
  
Total
Shareholders’
  
Non-
Controlling
  
Total
 
   
Shares
  
Amount
  
Income(Loss)
  
Surplus
  
Earnings
  
Shares
  
Amount
  
Equity
  
Interest
  
Equity
 
                                
Balances at December 31, 2008
  69,885  $4  $(222,886) $743,411  $1,427,057   2,412  $(101,329) $1,846,257  $13,855  $1,860,112 
Comprehensive income:
                                        
Net income attributable to BOKF
  -   -   -   -   107,147   -   -   107,147   -   107,147 
Net income attributable to non-controlling interest
  -   -   -   -   -   -   -   -   458   458 
Other comprehensive income, net of  tax
   -    -    124,438    -    -    -    -    124,438    -    124,438 
Comprehensive income
                              231,585   458   232,043 
Exercise of stock options
  207   -   -   2,048   -   6   (272)  1,776   -   1,776 
Tax benefit on exercise of stock options
  -   -   -   (585)  -   -   -   (585)  -   (585)
Stock-based compensation
  -   -   -   2,750   -   -   -   2,750   -   2,750 
Cash dividends on common stock
  -   -   -   -   (31,211)  -   -   (31,211)  -   (31,211)
Capital calls and distributions, net
  -   -   -   -   -   -   -   -   1,277   1,277 
                                          
Balances at June 30, 2009
  70,092  $4  $(98,448) $747,624  $1,502,993   2,418  $(101,601) $2,050,572  $15,590  $2,066,162 
                                          
                                          
Balances at December 31, 2009
  70,312  $4  $(10,740) $758,723  $1,563,683   2,509  $(105,857) $2,205,813  $19,561  $2,225,374 
Comprehensive income:
                                        
Net income attributable to BOKF
  -   -   -   -   123,655   -   -   123,655   -   123,655 
Net income attributable to non-controlling interest
  -   -   -   -   -   -   -   -   2,245   2,245 
Other comprehensive income, net of tax
  -   -   124,511   -   -   -   -   124,511   -   124,511 
Comprehensive income
                              248,166   2,245   250,411 
Exercise of stock options
  304   -   -   6,511   -   27   (3,624)  2,887   -   2,887 
Tax benefit on exercise of stock options
  -   -   -   335   -   -   -   335   -   335 
Stock-based compensation
  -   -   -   4,359   -   -   -   4,359   -   4,359 
Cash dividends on common stock
  -   -   -   -   (32,822)  -   -   (32,822)  -   (32,822)
Capital calls and distributions, net
  -   -   -   -   -   -   -   -   (517)  (517)
                                          
Balances at June 30, 2010
  70,616  $4  $113,771  $769,928  $1,654,516   2,536  $(109,481) $2,428,738  $21,289  $2,450,027 

See accompanying notes to consolidated financial statements.


 
- 52 -

 


Consolidated Statements of Cash Flows (Unaudited)
      
(In thousands)
      
   
Six Months Ended
 
   
June 30,
 
   
2010
  
2009
 
Cash Flows From Operating Activities:
      
Net income
 $125,900  $107,605 
Adjustments to reconcile net income before non-controlling interest to net cash
   provided by (used in) operating activities:
        
     Provision for credit losses
  78,140   92,160 
     Change in fair value of mortgage servicing rights
  5,526   (9,820)
     Unrealized (gains) losses from derivatives
  (18,542)  21,875 
     Tax benefit on exercise of stock options
  (335)  585 
     Change in bank-owned life insurance
  (5,880)  (4,786)
     Stock-based compensation
  4,359   2,750 
     Depreciation and amortization
  30,843   28,761 
     Net (accretion) amortization of securities discounts and premiums
  44,240   6,119 
     Realized losses (gains) on financial instruments and other assets
  4,863   (40,771)
     Mortgage loans originated for resale
  (818,282)  (1,715,763)
     Proceeds from sale of mortgage loans held for resale
  817,960   1,539,800 
     Capitalized mortgage servicing rights
  (10,362)  (25,268)
     Change in trading securities, including mortgage trading securities
  (250,268)  157,809 
     Change in accrued revenue receivable
  (17,327)  (22,045)
     Change in other assets
  15,199   (119,836)
     Change in accrued interest, taxes and expense
  (19,978)  (14,217)
     Change in other liabilities
  29,590   (7,441)
Net cash provided by (used in) operating activities
  15,646   (2,483)
Cash Flows From Investing Activities:
        
  Proceeds from maturities of investment securities
  61,275   35,147 
  Proceeds from maturities of available for sale securities
  1,121,309   1,290,008 
  Purchases of investment securities
  (174,255)  (62,736)
  Purchases of available for sale securities
  (2,346,997)  (3,593,463)
  Proceeds from sales of available for sale securities
  1,039,597   1,710,776 
  Loans originated or acquired net of principal collected
  302,180   682,167 
  Purchase of mortgage servicing rights
  (26,658)   
  Proceeds from derivative asset contracts
  114,312   264,564 
  Proceeds from disposition of assets
  13,154   9,939 
  Purchases of assets
  (15,484)  (25,435)
  Net cash provided by investing activities
  88,433   310,967 
Cash Flows From Financing Activities:
        
  Net change in demand deposits, transaction deposits and savings accounts
  664,177   284,092 
  Net change in time deposits
  (94,090)  (605,407)
  Net change in other borrowings
  (634,330)  402,998 
  Net payments or proceeds on derivative liability contracts
  (105,856)  (301,580)
  Net change in derivative margin accounts
  (26,889)  (173,102)
  Change in amount receivable (due) on unsettled security transactions
  54,135   2,274 
  Issuance of common and treasury stock, net
  2,887   1,776 
  Tax benefit on exercise of stock options
  335   (585)
  Dividends paid
  (33,138)  (31,211)
Net cash used in financing activities
  (172,769)  (420,745)
Net decrease in cash and cash equivalents
  (68,690)  (112,261)
Cash and cash equivalents at beginning of period
  921,216   694,942 
Cash and cash equivalents at end of period
 $852,526  $582,681 
          
Cash paid for interest
 $74,563  $141,757 
Cash paid for taxes
 $71,262  $70,919 
Net loans transferred to repossessed real estate and other assets
 $24,769  $57,119 
Accrued purchase of mortgage servicing rights
 $5,234  $ 

See accompanying notes to consolidated financial statements.

 
- 53 -

 

Notes to Consolidated Financial Statements (Unaudited)

(1) Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of BOK Financial Corporation (“BOK Financial” or “the Company”) have been prepared in accordance with accounting principles for interim financial information generally accepted in the United States and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

The unaudited consolidated financial statements include accounts of BOK Financial and its subsidiaries, principally Bank of Oklahoma, N.A. and its subsidiaries (“BOk”), Bank of Texas, N.A., Bank of Arkansas, N.A., Bank of Albuquerque, N.A., Colorado State Bank and Trust, N.A., Bank of Arizona, N.A., Bank of Kansas City, N.A., and BOSC, Inc.

The financial information should be read in conjunction with BOK Financial’s 2009 Form 10-K filed with the Securities and Exchange Commission, which contains audited financial statements.  Amounts presented as of December 31, 2009 have been derived from the audited financial statements included in BOK Financial’s 2009 Form 10-K but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  Operating results for the three-month and six-month periods ended June 30, 2010 are not necessarily indicative of the results that may be expected for the year ended December 31, 2010.

Newly Adopted and Pending Accounting Policies

Financial Accounting Standards Board

FASB Accounting Standards Update No. 2009-16, “Accounting for Transfers of Financial Assets” (“ASU 2009-16”)

ASU 2009-16 codifies Statement of Financial Accounting Standards No. 166, “Accounting for Transfers of Financial Assets – an amendment to Statement No. 140,” which amended Financial Accounting Standards No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” to enhance reporting about transfers of financial assets, including securitizations, and where companies have continuing exposure to the risks related to transferred financial assets. The standard eliminates the concept of a “qualifying special-purpose entity” and changes the requirements for derecognizing financial assets. It also requires additional disclosures about all continuing involvement with transferred financial assets including information about gains and losses resulting from transf ers during the period. ASU 2009-16 was effective January 1, 2010 and did not have a significant impact on the Company’s financial statements.

FASB Accounting Standards Update No. 2009-17, “Improvements to Financial Reporting by Enterprises Involved With Variable Interest Entities” (“ASU 2009-17”)

ASU 2009-17 codifies Statement of Financial Accounting Standards No. 167, “Amendments to FASB Interpretation No. 46(R),” (“FAS 167”) which amended Financial Accounting Standards Interpretation No. 46 (Revised December 2003), “Consolidation of Variable Interest Entities,” to change how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. The standard requires additional disclosures about the reporting entity’s involvemen t with variable-interest entities and any significant changes in risk exposure due to that involvement as well as its affect on the entity’s financial statements. ASU 2009-17 was effective January 1, 2010 and did not have a significant impact on the Company’s financial statements.


 
- 54 -

 

FASB Accounting Standards Update No. 2010-06, “Improving Disclosures About Fair Value Measurements” (“ASU 2010-06”)

ASU 2010-06 amends the Accounting Standards Codification (“ASC”) 820 to add new disclosure requirements about transfers into and out of Levels 1 and 2, as defined in ASC 820 and separate disclosures about purchases, sales, issuance and settlements relating to Level 3 measurements, as defined in ASC 820. It also clarified existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. ASU 2010-06 was effective for the Company on January 1, 2010 with exception of the requirement to provide Level 3 activity of purchases, sales, issuances, and settlement on a gross basis, which will be effective for the Company on January 1, 2011. Early adoption is permitted.  ASU 2010-06 is not expected to have a significant impact on the Company’s financial s tatements.

FASB Accounting Standards Update No. 2010-09, “Amendments to Certain Recognition and Disclosure Requirements” (“ASU 2010-09”)

On February 24, 2010, the FASB issued ASU 2010-09, which amends FASB Accounting Standards Codification 855, “Subsequent Events,” to address certain implementation issues related to an entity’s requirement to perform and disclose subsequent events procedures.  ASU 2010-09 added a definition of the term “SEC filer” and requires SEC filers and certain other entities to evaluate subsequent events through the date the financial statements are issued.  It also exempts SEC filers from disclosing the date through which subsequent events have been evaluated.  The guidance was effective for the Company on January 1, 2010.

FASB Accounting Standards Update No. 2010-10, “Amendments to Statement 167 for Certain Investment Funds” (“ASU 2010-10”)

On February 25, 2010, the FASB issued ASU 2010-10, which amends certain provisions of Statement 167 (codified in ASC 810-10).  The ASU defers the effective date of FAS 167 for reporting enterprise’s interest in certain entities and for certain money market mutual funds.  In addition, the ASU amends certain provisions of ASC 810-10 to change how a decision maker or service provider determines whether its fee is a variable interest.  ASU 2010-10 affects the Company’s evaluation of its involvement as administrator and investment advisor to Cavanal Hill money market funds and was effective for the Company as of January 1, 2010.

FASB Accounting Standards Update No. 2010-20 “Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses” (“ASU 2010-20”)

On July 21, 2010, the FASB issued ASU 2010-20 which expands the disclosure requirements concerning the credit quality of an entity’s financing receivables and its allowance for credit losses.  ASU 2010-20 is effective for the Company as of December 31, 2010 and is not expected to have a significant impact on the Company’s financial statements.

 
- 55 -

 

(2) Securities

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

   
June 30,
 
   
2010
  
2009
 
         
Not Recognized in OCI (1)
        
Not Recognized in OCI (1)
 
   
Amortized
  
Fair
  
Gross Unrealized
  
Amortized
  
Fair
  
Gross Unrealized
 
   
Cost
  
Value
  
Gain
  
Loss
  
Cost
  
Value
  
Gain
  
Loss
 
                          
Municipal and other tax-exempt
 $221,702  $227,301  $5,640  $(41) $263,393  $267,298  $4,357  $(452)
Other debt securities
  131,575   136,585   5,245   (235)  6,451   6,472   21    
Total
 $353,277  $363,886  $10,885  $(276) $269,844  $273,770  $4,378  $(452)

   
December 31, 2009
 
         
Not Recognized in OCI (1)
 
   
Amortized
  
Fair
  
Gross Unrealized
 
   
Cost
  
Value
  
Gain
  
Loss
 
              
Municipal and other tax-exempt
 $232,568  $238,847  $6,336  $(57)
Other debt securities
  7,837   7,857   20    
Total
 $240,405  $246,704  $6,356  $(57)

(1) Other comprehensive income

The amortized cost and fair values of investment securities at June 30, 2010, by contractual maturity, are as shown in the following table (dollars in thousands):

                  
Weighted
 
   
Less than
  
One to
  
Six to
  
Over
     
Average
 
   
One Year
  
Five Years
  
Ten Years
  
Ten Years
  
Total
  
Maturity²
 
                    
Municipal and other tax-exempt:
                  
Amortized cost
 $62,428  $122,424  $30,068  $6,782  $221,702   2.81 
Fair value
  62,895   126,366   31,088   6,952   227,301     
Nominal yield¹
  4.96   4.63   5.50   6.19   4.88     
Other debt securities:
                        
Amortized cost
 $5,346  $24,762  $35,900  $65,567  $131,575   9.79 
Fair value
  5,346   24,704   35,821   70,714   136,585     
Nominal yield
  1.13   5.72   6.21   6.45   6.03     
Total fixed maturity securities:
                        
Amortized cost
 $67,774  $147,186  $65,968  $72,349  $353,277   5.41 
Fair value
  68,241   151,070   66,909   77,666   363,886     
Nominal yield
  4.66   4.81   5.89   6.43   5.31     
Total investment securities:
                        
Amortized cost
                 $353,277     
Fair value
                  363,886     
Nominal yield
                  5.31     

¹
Calculated on a taxable equivalent basis using a 39% effective tax rate.
²
Expected maturities may differ from contractual maturities, because borrowers may have the right to call or prepay obligations with or without penalty.


 

 
- 56 -

 

 
Available for Sale Securities
 
The amortized cost and fair value of available for sale securities are as follows (in thousands):

   
June 30, 2010
 
         
Recognized in OCI (1)
 
            
Other Than
 
   
Amortized
  
Fair
  
Gross Unrealized
  
Temporary
 
   
Cost
  
Value
  
Gain
  
Loss
  
Impairment
 
                 
Municipal and other tax-exempt
 $66,053  $66,439  $1,460  $(1,074) $ 
Residential mortgage-backed securities:
                    
U. S. agencies:
                    
FNMA
  4,148,758   4,319,324   174,183   (3,617)   
FHLMC
  2,680,437   2,776,620   96,183       
GNMA
  972,348   1,011,522   40,707   (1,533)   
Other
  107,564   116,253   8,689       
Total U.S. agencies
  7,909,107   8,223,719   319,762   (5,150)   
Private issue:
                    
Alt-A loans
  230,058   176,489      (1,350)  (52,219)
Jumbo-A loans
  619,415   559,027   1,536   (27,665)  (34,259)
Total private issue
  849,473   735,516   1,536   (29,015)  (86,478)
Total residential mortgage-backed securities
  8,758,580   8,959,235   321,298   (34,165)  (86,478)
Other debt securities
  12,971   13,064   120   (27)   
Federal Reserve Bank stock
  32,844   32,844          
Federal Home Loan Bank stock
  88,048   88,048          
Perpetual preferred stock
  19,224   19,881   790   (133)   
Equity securities and mutual funds
  33,561   47,209   14,170   (522)   
Total
 $9,011,281  $9,226,720  $337,838  $(35,921) $(86,478)
(1) Other comprehensive income

   
December 31, 2009
 
         
Recognized in OCI (1)
 
            
Other Than
 
   
Amortized
  
Fair
  
Gross Unrealized
  
Temporary
 
   
Cost
  
Value
  
Gain
  
Loss
  
Impairment
 
                 
U.S. Treasury
 $6,998  $7,020  $22  $  $ 
Municipal and other tax-exempt
  61,268   62,201   1,244   (311)   
Residential mortgage-backed securities:
                 
U. S. agencies:
                    
FNMA
  3,690,280   3,782,180   98,764   (6,864)   
FHLMC
  2,479,522   2,547,978   70,024   (1,568)   
GNMA
  1,221,577   1,225,042   10,371   (6,906)   
Other
  254,438   254,128   5,080   (5,390)   
Total U.S. agencies
  7,645,817   7,809,328   184,239   (20,728)   
Private issue:
                    
Alt-A loans
  262,106   195,808      (13,305)  (52,993)
Jumbo-A loans
  699,272   596,554      (71,023)  (31,695)
Total private issue
  961,378   792,362      (84,328)  (84,688)
Total residential mortgage-backed securities
  8,607,195   8,601,690   184,239   (105,056)  (84,688)
Other debt securities
  17,174   17,147      (27)   
Federal Reserve Bank stock
  32,526   32,526          
Federal Home Loan Bank stock
  78,999   78,999          
Perpetual preferred stock
  19,224   22,275   3,051       
Equity securities and mutual funds
  35,414   50,165   15,275   (524)   
Total
 $8,858,798  $8,872,023  $203,831  $(105,918) $(84,688)
(1) Other comprehensive income

 
- 57 -

 


   
June 30, 2009
 
         
Recognized in OCI (1)
 
            
Other Than
 
   
Amortized
  
Fair
  
Gross Unrealized
  
Temporary
 
   
Cost
  
Value
  
Gain
  
Loss
  
Impairment
 
                 
U.S. Treasury
 $6,993  $7,073  $80  $  $ 
Municipal and other tax-exempt
  42,423   43,009   617   (31)   
Residential mortgage-backed securities:
                    
U. S. agencies:
                    
FNMA
  3,047,648   3,130,098   83,173   (723)   
FHLMC
  1,951,564   2,003,808   54,280   (2,036)   
GNMA
  447,287   451,516   5,318   (1,089)   
Other
  199,025   204,297   6,302   (1,030)   
Total U.S. agencies
  5,645,524   5,789,719   149,073   (4,878)   
Private issue:
                    
Alt-A loans
  357,037   254,424      (78,702)  (23,911)
Jumbo-A loans
  1,090,211   919,888      (170,323)   
Total private issue
  1,447,248   1,174,312      (249,025)  (23,911)
Total residential mortgage-backed securities
  7,092,772   6,964,031   149,073   (253,903)  (23,911)
Other debt securities
  11,684   11,684          
Federal Reserve Bank stock
  32,040   32,040          
Federal Home Loan Bank stock
  115,368   115,368          
Perpetual preferred stock
  19,224   16,317      (2,907)   
Equity securities and mutual funds
  32,661   35,151   3,014   (524)   
Total
 $7,353,165  $7,224,673  $152,784  $(257,365) $(23,911)
(1) Other comprehensive income


 
- 58 -

 

The amortized cost and fair values of available for sale securities at June 30, 2010, by contractual maturity, are as shown in the following table (dollars in thousands):

                  
Weighted
 
   
Less than
  
One to
  
Six to
  
Over
     
Average
 
   
One Year
  
Five Years
  
Ten Years
  
Ten Years6
  
Total
  
Maturity5
 
Municipal and other tax-exempt:
                  
Amortized cost
 $340  $4,774  $15,668  $45,271  $66,053   19.24 
Fair value
  346   5,088   16,715   44,290   66,439     
Nominal yield¹
  4.60   3.97   4.02   1.09   2.01     
Other debt securities:
                        
Amortized cost
 $29  $  $  $12,942  $12,971   30.24 
Fair value
  29         13,035   13,064     
Nominal yield¹
  6.37         1.44   1.45     
Total fixed maturity securities:
                        
Amortized cost
 $369  $4,774  $15,668  $58,213  $79,024     
Fair value
  375   5,088   16,715   57,325   79,503     
Nominal yield
  4.74   3.97   4.02   1.17   1.92     
Mortgage-backed securities:
                        
Amortized cost
                 $8,758,580   ² 
Fair value
                  8,959,235     
Nominal yield4
                  4.21     
Equity securities and mutual funds:
                        
Amortized cost
                 $173,677   ³ 
Fair value
                  187,982     
Nominal yield
                  2.07     
Total available-for-sale securities:
                        
Amortized cost
                 $9,011,281     
Fair value
                  9,226,720     
Nominal yield
                  4.14     

¹
Calculated on a taxable equivalent basis using a 39% effective tax rate.
²
The average expected lives of mortgage-backed securities were 2.92 years based upon current prepayment assumptions.
³
Primarily restricted common stock of U.S. government agencies and preferred stock of corporate issuers with no stated maturity.
4
The nominal yield on mortgage-backed securities is based upon prepayment assumptions at the purchase date. Actual yields earned may differ significantly based upon actual prepayments.
5
Expected maturities may differ from contractual maturities, because borrowers may have the right to call or prepay obligations with or without penalty.
6
Nominal yield on municipal and other tax-exempt securities and other debt securities with contractual maturity dates over ten years are based on variable rates which generally are reset within 35 days.

Sales of available for sale securities resulted in gains and losses as follows (in thousands):

   
Three Months Ended June 30,
  
Six Months Ended June 30,
 
   
2010
  
2009
  
2010
  
2009
 
Proceeds
 $594,990  $862,188  $915,138  $1,772,631 
Gross realized gains
  8,469   13,287   13,826   38,372 
Gross realized losses
            
Related federal and state income tax expense
  2,778   4,664   4,576   13,315 

Gains and losses on sales of available for sale securities are realized on settlement date.


 
- 59 -

 


Temporarily Impaired Securities as of June 30, 2010
            
(In thousands)
            
   
Number
  
Less Than 12 Months
  
12 Months or Longer
  
Total
 
   
of
  
Fair
  
Unrealized
  
Fair
  
Unrealized
  
Fair
  
Unrealized
 
   
Securities
  
Value
  
Loss
  
Value
  
Loss
  
Value
  
Loss
 
Investment:
                     
Municipal and other tax exempt
  13  $5,606  $31  $1,437  $10  $7,043  $41 
Other debt securities
  1   14,215   235         14,215   235 
                              
Available for sale:
                            
Municipal and other tax-exempt
  23   32,325   1,074         32,325   1,074 
Residential mortgage-backed securities:
                            
U. S. agencies:
                            
FNMA
  6   166,825   3,617         166,825   3,617 
GNMA
  2   45,693   1,533         45,693   1,533 
Total U.S. agencies
  8   212,518   5,150         212,518   5,150 
Private issue:
                            
Alt-A loans
  20         176,489   53,569   176,489   53,569 
Jumbo-A loans
  55         480,782   61,924   480,782   61,924 
Total private issue
  75         657,271   115,493   657,271   115,493 
Total residential mortgage-backed securities
  83   212,518   5,150   657,271   115,493   869,789   120,643 
Other debt securities
  7   4,965   27   29      4,994   27 
Equity securities and mutual funds
  3   2,681   523   3,606   132   6,287   655 
Total available for sale
  116   252,489   6,774   660,906   115,625   913,395   122,399 
Total
  130  $272,310  $7,040  $662,343  $115,635  $934,653  $122,675 


Temporarily Impaired Securities as of December 31, 2009
            
(In thousands)
            
   
Number
  
Less Than 12 Months
  
12 Months or Longer
  
Total
 
   
of
  
Fair
  
Unrealized
  
Fair
  
Unrealized
  
Fair
  
Unrealized
 
   
Securities
  
Value
  
Loss
  
Value
  
Loss
  
Value
  
Loss
 
Investment:
                     
Municipal and other tax exempt
  15  $1,490  $14  $2,991  $43  $4,481  $57 
                              
Available for sale:
                            
Municipal and other tax-exempt
  27   34,373   265   657   46   35,030   311 
Residential mortgage-backed securities:
                            
U. S. agencies:
                            
FNMA
  21   497,659   6,864         497,659   6,864 
FHLMC
  8   212,618   1,568         212,618   1,568 
GNMA
  16   460,144   6,906         460,144   6,906 
Other
  4   87,434   5,390         87,434   5,390 
Total U.S. agencies
  49   1,257,855   20,728         1,257,855   20,728 
Private issue:
                            
Alt-A loans
  21         195,808   66,298   195,808   66,298 
Jumbo-A loans
  65         596,554   102,718   596,554   102,718 
Total private issue
  86         792,362   169,016   792,362   169,016 
Total residential mortgage-backed securities
   135    1,257,855    20,728    792,362    169,016    2,050,217    189,744 
Other debt securities
  5   8,116   26   31   1   8,147   27 
Equity securities and mutual funds
  4   2,790   524         2,790   524 
Total available for sale
  171   1,303,134   21,543   793,050   169,063   2,096,184   190,606 
Total
  186  $1,304,624  $21,557  $796,041  $169,106  $2,100,665  $190,663 


 
- 60 -

 


Temporarily Impaired Securities as of June 30, 2009
            
(In thousands)
            
   
Number
  
Less Than 12 Months
  
12 Months or Longer
  
Total
 
   
of
  
Fair
  
Unrealized
  
Fair
  
Unrealized
  
Fair
  
Unrealized
 
   
Securities
  
Value
  
Loss
  
Value
  
Loss
  
Value
  
Loss
 
Investment:
                     
Municipal and other tax exempt
  62  $32,722  $280  $8,074  $172  $40,796  $452 
                              
Available for sale:
                            
Municipal and other tax-exempt
  1   643   31         643   31 
Residential mortgage-backed   securities:
                            
U. S. agencies:
                            
FNMA
  13   156,381   595   107,048   128   263,429   723 
FHLMC
  12   325,286   2,036         325,286   2,036 
GNMA
  4   127,661   1,089         127,661   1,089 
Other
  4   64,272   1,030         64,272   1,030 
U. S. agencies
  33   673,600   4,750   107,048   128   780,648   4,878 
Private issue:
                            
Alt-A loans
  28         254,424   102,613   254,424   102,613 
Jumbo-A loans
  87   97,380   8,989   822,509   161,334   919,889   170,323 
Total private issue
  115   97,380   8,989   1,076,933   263,947   1,174,313   272,936 
Total residential mortgage-backed securities
  148   770,980   13,739   1,183,981   264,075   1,954,961   277,814 
Perpetual preferred stock
  8   7,968   988   8,350   1,919   16,318   2,907 
Equity securities and mutual funds
  8   2,681   524   38      2,719   524 
        Total available for sale
  165   782,272   15,282   1,192,369   265,994   1,974,641   281,276 
Total
  227  $814,994  $15,562  $1,200,443  $266,166  $2,015,437  $281,728 
 
On a quarterly basis, the Company performs separate evaluations of impaired debt and equity securities to determine if the unrealized losses are temporary.
 
 
For debt securities, 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, regulatory and capital requirements and securities portfolio management.  Based on this evaluation as of June 30, 2010, we do not intend to sell any impaired available for sale securities before fair value recovers to our current amortized cost and it is more-likely-than-not that we will not be required to sell impaired securities before fair value recovers.
 
 
For all impaired debt securities for which there was 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 all nationally-recognized rating agencies are considered temporary unless specific contrary information is identified.  None of the debt securities rated investment grade were considered to be other-than-temporarily impaired at June 30, 2010.


 
- 61 -

 

As of June 30, 2010, the composition of the Company’s securities portfolio by the lowest current credit rating assigned by any of the three nationally-recognized rating agencies is as follows (in thousands):

   
 
U.S. Govt / GSE (1)
  
 
AAA - AA
  
 
A - BBB
  
 
Below Investment Grade
  
 
Not Rated
  
 
Total
 
   
Amortized
  
Fair
  
Amortized
  
Fair
  
Amortized
  
Fair
  
Amortized
  
Fair
  
Amortized
  
Fair
  
Amortized
  
Fair
 
   
Cost
  
Value
  
Cost
  
Value
  
Cost
  
Value
  
Cost
  
Value
  
Cost
  
Value
  
Cost
  
Value
 
Held-to-Maturity:
                                    
Municipal and other tax-exempt
 $  $  $64,799  $66,630  $42,207  $43,258  $  $  $114,696  $117,413  $221,702  $227,301 
Other debt securities
        61,800   61,800   1,350   1,350         68,425   73,435   131,575   136,585 
Total
 $  $  $126,599  $128,430  $43,557  $44,608  $  $  $183,121  $190,848  $353,277  $363,886 
                                                  
Available for Sale:
                                                
Municipal and other tax-exempt
 $  $  $46,859  $47,785  $6,611  $6,677  $10,339  $9,601  $2,244  $2,376  $66,053  $66,439 
Residential mortgage-backed securities:
                                                
U. S. agencies:
                                                
FNMA
  4,148,758   4,319,324                           4,148,758   4,319,324 
FHLMC
  2,680,437   2,776,620                           2,680,437   2,776,620 
GNMA
  972,348   1,011,522                           972,348   1,011,522 
Other
  107,564   116,253                           107,564   116,253 
Total U.S. agencies
  7,909,107   8,223,719                           7,909,107   8,223,719 
Private issue:
                                                
Alt-A loans
        12,996   11,948   11,831   11,529   205,231   153,012         230,058   176,489 
Jumbo-A loans
        89,683   90,927   140,972   133,250   388,760   334,850         619,415   559,027 
Total private issue
        102,679   102,875   152,803   144,779   593,991   487,862         849,473   735,516 
Total residential  mortgage-backed securities
  7,909,107   8,223,719   102,679   102,875   152,803   144,779   593,991   487,862           8,758,580   8,959,235 
Other debt securities
        10,292   10,267         2,550   2,670   129   127   12,971   13,064 
Federal Reserve Bank stock
  32,844   32,844                           32,844   32,844 
Federal Home Loan Bank stock
  88,048   88,048                           88,048   88,048 
Perpetual preferred stock
              19,224   19,881               19,224   19,881 
Equity securities and mutual funds
                          33,561   47,209   33,561   47,209 
Total
 $8,029,999  $8,344,611  $159,830  $160,927  $178,638  $171,337  $606,880  $500,133  $35,934  $49,712  $9,011,281  $9,226,720 
(1)  
U.S. government and government sponsored enterprises are not rated by the nationally-recognized rating agencies as these securities are guaranteed by agencies of the U.S. government or government-sponsored enterprises.

At June 30, 2010, approximately $594 million of the portfolio of privately issued residential mortgage-backed securities (based on amortized cost after impairment charges) was rated below investment grade by at least one of the nationally-recognized rating agencies.  The aggregate unrealized loss on these securities totaled $106 million.  Ratings by the nationally recognized rating agencies are subjective in nature and accordingly ratings can vary significantly amongst the agencies.  Limitations generally expressed by the rating agencies include statements that ratings do not predict the specific percentage default likelihood over any given period of time and that ratings do not opine on expected loss severity of an obligation should the issuer default.  As such, the impairment of securities rated b elow investment grade by at least one of the nationally-recognized rating agencies was evaluated to determine if we expect not to recover the entire amortized cost basis of the security.  This evaluation was based on projections of estimated cash flows based on individual loans underlying each security using current and anticipated increases in unemployment and default rates, decreases in housing prices and estimated liquidation costs at foreclosure.  The primary assumptions used in this evaluation were:

 
- 62 -

 


·  
Unemployment rates – increasing to 10% over the next 12 months, dropping to 8% for the following 12 months, and holding at 8% thereafter.
·  
Housing price depreciation – starting with current depreciated housing prices based on information derived from the Federal Housing Finance Agency data, decreasing by an additional 5% over the next twelve months and holding at that level thereafter.
·  
Estimated Liquidation Costs – held constant at 27% of the then-current depreciated housing price at estimated foreclosure date.
·  
Discount rates – estimated cash flows were discounted at rates that range from 5.50% to 6.14% based on our current expected yields.

We also consider the adjusted loan-to-value ratio and credit enhancement coverage ratio as part of the assessment of the cash flows available to recover the amortized cost of the debt securities.  Each factor is given equal weight in the evaluation.

Adjusted loan-to-value ratio is an estimate of the collateral value available to support the realizable value of the security.  The Company calculates the adjusted loan-to-value ratio for each security using loan-level data.  The adjusted loan-to-value ratio is the original loan-to-value ratio adjusted for market-specific home price depreciation and the credit enhancement on the specific tranche of the security owned by the Company.  The home price depreciation is derived from the Federal Housing Finance Agency (“FHFA”).  FHFA provides historical information on home price depreciation at both the Metropolitan Statistical Area (“MSA”) and state level.  This information is matched to each loan to calculate the home price depreciation.  Data is accumulated fr om the loan level to determine the adjusted loan-to-value ratio for the security as a whole.  The Company believes that an adjusted loan-to-value ratio above 85% provides evidence that the collateral value may not provide sufficient cash flows to support our carrying value.  The 85% guideline provides for further home price depreciation in future periods beyond our assumptions of current loss trends for residential real estate loans and is consistent with current underwriting standards used by the Company to originate new residential mortgage loans.

A distribution of the amortized cost (after recognition of the other-than-temporary impairment) and fair value by adjusted loan to value ratio is as follows (in thousands):

            
Credit Losses Recognized
 
            
For the three months ended
June 30, 2010
  
Life-to-date
 
 
Adjusted LTV Ratio
 
Number of Securities
  
Amortized Cost
  
Fair Value
  
Number of
Securities
  
Amount
  
Number of Securities
  
Amount
 
< 70 %
  4  $24,174  $24,049     $     $ 
70 < 75
  2   51,723   46,436             
75 < 80
  2   46,616   38,648   1   271   1   1,269 
80 < 85
  10   241,942   198,517   4   805   7   7,251 
>= 85
  10   229,536   180,212   5   1,570   9   23,493 
Total
  28  $593,991  $487,862   10  $2,646   17  $32,013 

Credit enhancement coverage ratio is an estimate of credit enhancement available to absorb current projected losses within the pool of loans that support the security.  The Company acquires the benefit of credit enhancement by investing in super-senior tranches for many of our residential mortgage-backed securities.  Subordinated tranches held by other investors are specifically designed to absorb losses before the super-senior tranches which effectively doubled the typical credit support for these types of bonds.  Current projected losses consider depreciation of home prices based on FHFA data, estimated costs and additional losses to liquidate collateral and delinquency status of the individual loans underlying the security.  Management believes that a credit enhancement coverage ratio below 1.50 provides evidence that current credit enhancement may not provide sufficient cash flows of the individual loans to support our carrying value at the security level.  The credit enhancement coverage ratio guideline of 1.50 times is based on standard underwriting criteria which consider loans with coverage ratios of 1.20 to 1.25 times to be well-secured.

Additional evidence considered by the Company is the current loan-to-value ratio and the FICO score of individual borrowers whose loans are still performing within the collateral pool as forward-looking indicators of possible future losses that could affect our evaluation.


 
- 63 -

 

Based upon projected declines in expected cash flows from certain private-label residential mortgage-backed securities, the Company recognized $2.6 million of credit loss impairment in earnings during the second quarter of 2010.  Additional impairment based on the difference between the total unrealized losses and the estimated credit losses on these securities was charged against other comprehensive income, net of deferred taxes.

The following represents the composition of net impairment losses recognized in earnings (in thousands):

   
Three Months Ended
June 30,
  
Six Months Ended
June 30,
 
   
2010
  
2009
  
2010
  
2009
 
OTTI related to perpetual preferred stocks recognized in earnings
 $   $   $  $(8,008)
OTTI on debt securities due to change in intent to sell
      (1,263)      (1,263)
OTTI on debt securities not intended for sale
  (10,959)     (20,667)  (46,360)
Less:  Portion of OTTI recognized in other comprehensive income
  (8,313)   279   (13,796)  (39,087)
OTTI recognized in earnings related to credit losses on debt securities not intended for sale
  (2,646)  (279)  (6,871)  (7,273)
Total OTTI recognized in earnings
 $(2,646) $(1,542) $(6,871) $(16,544)


The following is a tabular roll forward of the amount of credit-related OTTI recognized on available-for-sale debt securities in earnings (in thousands):

   
Three Months Ended
June 30,
  
Six Months Ended
June 30,
 
   
2010
  
2009
  
2010
  
2009
 
Balance of credit-related OTTI recognized on available for sale debt, beginning of period
 $29,367  $6,994  $25,142  $ 
Additions for credit-related OTTI not previously recognized
   791       1,789   6,994 
Additions for increases in credit-related OTTI previously recognized when there is no intent to sell and no requirement to sell before recovery of amortized cost
   1,855    279   5,082   279 
Balance of credit-related OTTI recognized on available for sale debt securities, end of period
 $ 32,013  $ 7,273  $32,013  $7,273 


 
 
Mortgage Trading Securities
 
Mortgage trading securities are residential mortgage-backed securities issued by U.S. government agencies that have been designated as an economic hedge of the mortgage servicing rights and are separately identified on the balance sheet.  The Company has elected to carry these securities at fair value with changes in fair value being recognized in earnings as they occur.  Mortgage trading securities were carried at their fair value of $535 million at June 30, 2010 with a net unrealized gain of $14 million.  Mortgage trading securities were carried at their fair value of $286 million at December 31, 2009, with a net unrealized loss of $2.1 million and fair value of $223 million at June 30, 2009 with a net unrealized gain of $1.4 million.  The Company recognized net gains of $14.6 million and $15.1 mi llion on mortgage trading securities in the second quarter and first half of 2010, respectively.  The Company recognized net losses of $10.2 million and $12.3 million on mortgage trading securities in the second quarter and first half of 2009, respectively.


 
- 64 -

 

(3) Derivatives
 
The following table summarizes the fair values of derivative contracts recorded as “derivative contracts” assets and liabilities in the balance sheet at June 30, 2010 (in thousands):
 
   
Gross Basis
  
Net Basis2
 
   
Assets
  
Liabilities
  
Assets
  
Liabilities
 
   
Notional¹
  
Fair Value
  
Notional¹
  
Fair Value
  
Fair Value
  
Fair Value
 
Customer Risk Management Programs:
                  
Interest rate contracts
 $9,128,247  $199,965  $8,975,646  $198,807  $153,044  $151,858 
Energy contracts
  2,667,481   327,577   3,007,643   332,804   119,537   124,764 
Agricultural contracts
  236,113   6,882   242,192   6,607   936   657 
Foreign exchange contracts
  54,241   54,241   54,241   54,241   54,241   54,241 
CD options
  107,740   6,854   107,740   6,854   6,854   6,854 
Total customer derivatives before cash collateral
  12,193,822   595,519   12,387,462   599,313   334,612   338,374 
Less: cash collateral
              (7,873)  (38,619)
Total customer derivatives
  12,193,822   595,519   12,387,462   599,313   326,739   299,755 
                          
Interest Rate Risk Management Programs
  168,000   7,837   28,357   96   7,837   96 
Total Derivative Contracts
 $12,361,822  $603,356  $12,415,819  $599,409  $334,576  $299,851 
 
¹
Notional amounts for commodity contracts are converted into dollar-equivalent amounts based on dollar prices at the inception of the contract.
 
2
Derivative contracts are recorded on a net basis in the balance sheet in recognition of master netting agreements that enable the Company to settle all derivative positions with a given counterparty in total and to offset the net derivative position with the related cash collateral.

When bilateral netting 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 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.  As of June 30, 2010, a decrease in credit rating from A1 to below investment grade would increase our obligation to post cash margin on existing contracts by approximately $45 million.

The following table summarizes the fair values of derivative contracts recorded as “derivative contracts” assets and liabilities in the balance sheet at December 31, 2009 (in thousands):
 
   
Gross Basis
  
Net Basis2
 
   
Assets
  
Liabilities
  
Assets
  
Liabilities
 
   
Notional¹
  
Fair Value
  
Notional¹
  
Fair Value
  
Fair Value
  
Fair Value
 
Customer Risk Management Programs:
                  
Interest rate contracts3
 $7,392,393  $156,261  $7,294,028  $161,225  $110,449  $115,413 
Energy contracts
  3,588,767   454,978   3,719,796   450,614   174,319   176,983 
Agricultural contracts
  23,196   1,004   31,715   875   1,004   875 
Foreign exchange contracts
  63,942   64,182   64,182   64,182   64,182   64,182 
CD options
  66,248   5,493   66,248   5,493   5,493   5,493 
Total customer derivatives before cash collateral
  11,134,546   681,918   11,175,969   682,389   355,447   362,946 
Less: cash collateral
              (13,229)  (54,586)
Total customer derivatives
  11,134,546   681,918   11,175,969   682,389   342,218   308,360 
                          
Interest Rate Risk Management Programs
  40,000   1,564         1,564    
Total Derivative Contracts
 $11,174,546  $683,482  $11,175,969  $682,389  $343,782  $308,360 
 
¹
Notional amounts for commodity contracts are converted into dollar-equivalent amounts based on dollar prices at the inception of the contract.
2  
Derivative contracts are recorded on a net basis in the balance sheet in recognition of master netting agreements that enable the Company to settle all derivative positions with a given counterparty in total and to offset the net derivative position with the related cash collateral.
3  
Gross notional and gross fair value amounts have been revised to conform with current period presentation.  The net fair values of assets and liabilities were not affected.

 
- 65 -

 

 
The following table summarizes the fair values of derivative contracts recorded as “derivative contracts” assets and liabilities in the balance sheet at June 30, 2009 (in thousands):
 
   
Gross Basis
  
Net Basis2
 
   
Assets
  
Liabilities
  
Assets
  
Liabilities
 
   
Notional¹
  
Fair Value
  
Notional¹
  
Fair Value
  
Fair Value
  
Fair Value
 
Customer Risk Management Programs:
                  
Interest rate contracts
 $10,397,136  $195,438  $10,332,931  $200,285  $131,191  $136,034 
Energy contracts
  4,724,435   800,902   4,930,614   797,421   290,974   294,081 
Agricultural contracts
  20,837   960   14,189   849   960   849 
Foreign exchange contracts
  48,237   48,237   48,237   48,237   48,237   48,237 
CD options
  51,380   4,494   51,380   4,494   4,494   4,494 
Total customer derivatives before cash collateral
  15,242,025   1,050,031   15,377,351   1,051,286   475,856   483,695 
Less: cash collateral
              (17,147)  (38,232)
Total customer derivatives
  15,242,025   1,050,031   15,377,351   1,051,286   458,709   445,463 
                          
Interest Rate Risk Management Programs
  435,000   4,262         4,262    
Total Derivative Contracts
 $15,677,025  $1,054,293  $15,377,351  $1,051,286  $462,971  $445,463 
 
¹
Notional amounts for commodity contracts are converted into dollar-equivalent amounts based on dollar prices at the inception of the contract.
 
2
Derivative contracts are recorded on a net basis in the balance sheet in recognition of master netting agreements that enable the Company to settle all derivative positions with a given counterparty in total and to offset the net derivative position with the related cash collateral.

The following summarizes the pre-tax net gains (losses) on derivative instruments and where they are recorded in the income statement (in thousands):

   
Three Months ended
June 30, 2010
  
Three Months ended
June 30, 2009
 
   
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
 $(800) $  $741  $ 
Energy contracts
  2,561      1,485    
Cattle contracts
  232      131    
Foreign exchange contracts
  159      93    
CD options
            
Total Customer Derivatives
  2,152      2,450    
                  
Interest Rate Risk Management Programs
     7,552      (4,578)
Total Derivative Contracts
 $2,152  $7,552  $2,450  $(4,578)

 
   
Six Months ended
June 30, 2010
  
Six Months ended
June 30, 2009
 
   
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
 $763  $  $1,680  $ 
Energy contracts
  4,025      1,314    
Cattle contracts
  449      334    
Foreign exchange contracts
  333      174    
CD options
            
Total Customer Derivatives
  5,570      3,502    
                  
Interest Rate Risk Management Programs
     6,676      (8,604)
Total Derivative Contracts
 $5,570  $6,676  $3,502  $(8,604)

 
Customer Risk Management Programs
 
BOK Financial offers programs to permit its customers to manage various risks, including fluctuations in energy, cattle and other agricultural products, interest rates and foreign exchange rates, or to take positions in derivative contracts.  Derivative contracts are executed between the customers and BOK Financial.  Offsetting contracts are executed between BOK Financial and other selected counterparties to minimize its risk of 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.
 

 

 
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Interest Rate Risk Management Programs
 
BOK Financial uses interest rate swaps in managing its interest rate sensitivity and as part of its economic hedge of the change in the fair value of mortgage servicing rights.  Interest rate swaps are generally used to reduce overall asset sensitivity by converting specific fixed rate liabilities to floating rate based on LIBOR.  Net interest revenue was increased by $1.0 million and $4.6 million for the three months ended June 30, 2010 and 2009, respectively, from the settlement of amounts receivable or payable on interest rate swaps.  As of June 30, 2010, BOK Financial had interest rate swaps with a notional value of $163 million used as part of the economic hedge of the change in the fair value of the mortgage servicing rights.

BOK Financial also enters into mortgage loan commitments that are considered derivative instruments.  Forward sales contracts are used to hedge these mortgage loan commitments as well as mortgage loans held for sale.  Mortgage loan commitments are carried at fair value based upon quoted prices, excluding the value of loan servicing rights or other ancillary values.  Changes in fair value of the mortgage loan commitments and forward sales contracts are reported in other operating revenue – mortgage banking revenue.

The notional and the fair value included in residential mortgage loans held for sale on the balance sheet related to derivative contracts not designated as hedging instruments related to mortgage loan commitments and forward contract sales were (in thousands):

   
June 30, 2010
  
December 31, 2009
  
June 30, 2009
 
   
Notional
  
Fair Value
  
Notional
  
Fair Value
  
Notional
  
Fair Value
 
                    
Mortgage loan commitments
 $189,029  $5,538  $117,716  $496  $239,772  $1,847 
Forward sales contracts
  407,457   (7,457)  333,218   3,626   561,639   5,085 
       $(1,919)     $4,122      $6,932 

The related gain (loss) included in mortgage banking revenue in the Consolidated Statement of Earnings (Unaudited) related to the changes in the fair value of derivative contracts not designated as hedging instruments related to mortgage loan commitments and forward contract sales were (in thousands):

   
Mortgage Banking Revenue
 
   
Three Months Ended June 30,
  
Six Months Ended June 30,
 
   
2010
  
2009
  
2010
  
2009
 
              
Mortgage loan commitments
 $3,071  $(5,425) $5,042  $(322)
Forward sales contracts
  (7,836)  9,589   (11,083)  5,302 
   $(4,765) $4,164  $(6,041) $4,980 


(4) Impaired Loans

Impaired Loans

Investments in loans considered to be impaired were as follows (in thousands):

   
June 30,
2010
  
December 31,
2009
  
June 30,
2009
 
Investment in impaired loans (all of which were on a nonaccrual basis)
 $292,679  $316,666  $327,888 
Loans with specific reserves for loss
  202,861   204,076   228,928 
Specific reserve balance
  19,578   36,168   34,278 
No specific related reserve for loss
  89,818   112,590   98,960 
Average recorded investment in impaired loans
  319,655   327,935   272,840 

Approximately $18 million of losses on impaired loans with no related specific reserves at June 30, 2010 were charged off against the allowance for loan losses in the second quarter of 2010.  Interest income recognized on impaired loans was not significant.

 
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(5) Reserve for Credit Losses

The activity in the reserve for loan losses is summarized as follows (in thousands):

   
Three Months Ended
June 30,
  
Six Months Ended
June 30,
 
   
2010
  
2009
  
2010
  
2009
 
Beginning balance
 $299,717  $251,002  $292,095  $233,236 
Provision for loan losses
  35,326   47,244   77,426   96,881 
Loans charged off
  (38,168)  (37,409)  (78,496)  (71,944)
Recoveries
  2,614   2,472   8,464   5,136 
Ending balance
 $299,489  $263,309  $299,489  $263,309 


The activity in the reserve for off-balance sheet credit losses is summarized as follows (in thousands):

   
Three Months Ended
June 30,
  
Six Months Ended
June 30,
 
   
2010
  
2009
  
2010
  
2009
 
Beginning balance
 $14,388  $10,569  $14,388  $15,166 
Provision for off-balance sheet credit losses
  714   (124)  714   (4,721)
Ending balance
 $15,102  $10,445  $15,102  $10,445 
                  
Provision for credit losses
 $36,040  $47,120  $78,140  $92,160 



 
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(6) Mortgage Banking Activities

BOK Financial transfers financial assets as part of its mortgage banking activities.  Transfers are recorded as sales for financial reporting purposes when the criteria for surrender of control are met.  BOK Financial may retain the right to service the assets and may incur a recourse obligation.  The Company may also retain a residual interest in excess cash flows generated by the assets.  All assets obtained, including cash, servicing rights and residual interests, and all liabilities incurred, including recourse obligations, are initially recognized at fair value, all assets transferred are derecognized and any gain or loss on the sale is recognized in earnings.  Subsequently, servicing rights and residual interests are carried at fair value with changes in fair value recognized in earn ings as they occur.  A separate reserve is maintained as part of other liabilities for the Company’s credit risk on loans transferred subject to a recourse obligation.

Residential mortgage loans held for sale totaled $228 million and $326 million, and outstanding mortgage loan commitments totaled $266 million and $292 million at June 30, 2010 and 2009, respectively.  Residential mortgage loans held for sale totaled $218 million and outstanding mortgage loan commitments totaled $145 million at December 31, 2009.  Mortgage loan commitments are generally outstanding for 60 to 90 days and 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 mortgage-backed securities and forward sales contracts. These latter contracts set t he price for loans that will be delivered in the next 60 to 90 days.  As of June 30, 2010, the unrealized loss recognized on forward sales contracts used to manage the mortgage pipeline interest rate risk was approximately $7.5 million.  Gains on mortgage loans sold, including capitalized mortgage servicing rights, totaled $9.4 million and $21.2 million in the first half of 2010 and 2009, respectively.
 
Mortgage servicing rights may be purchased or may be recognized when mortgage loans are originated pursuant to an existing plan for sale or, if no such plan exists, when the mortgage loans are sold.  Originated mortgage servicing rights are initially recognized at fair value.  Purchased servicing rights are initially recognized at purchase price.  All mortgage servicing rights are subsequently carried at fair value.  Changes in the fair value are recognized in earnings as they occur.

During the first quarter of 2010, the Company purchased the rights to service approximately 34 thousand residential mortgage loans with an outstanding principal balance of $4.2 billion.  The loans to be serviced are primarily concentrated in New Mexico and predominantly held by Fannie Mae, Ginnie Mae and Freddie Mac.  The cash purchase price was $32 million.  The acquisition date fair value of the servicing rights was approximately $43.7 million based upon independent valuation analyses which were further supported by assumptions and models the Company regularly uses to value its existing portfolio of servicing rights.  The $11.8 million difference between the purchase price and acquisition date fair value was directly attributable to the seller’s distressed financial condition.

BOK Financial owned the rights to service 99,788 mortgage loans with outstanding principal balances of $11.9 billion, including $806 million serviced for affiliates at June 30, 2010, and owned rights to service 61,595 mortgage loans with outstanding principal balances of $6.9 billion, including $885 million serviced for affiliates at June 30, 2009.  The weighted average interest rate and remaining term was 5.64% and 296 months, respectively, at June 30, 2010, and 5.80% and 287 months, respectively, at June 30, 2009.

For the three months and six months ended June 30, 2010, mortgage banking revenue includes servicing fee income and late charges on loans serviced for others of $9.6 million and $17.9 million, respectively.  For the three months and six months ended June 30, 2009, mortgage banking revenue includes servicing fee income and late charges on loans serviced for others of $4.8 million and $9.4 million, respectively.

Activity in capitalized mortgage servicing rights during the three months ending June 30, 2010 is as follows (in thousands):
   
Capitalized Mortgage Servicing Rights
 
   
Purchased
  
Originated
  
Total
 
Balance at March 31, 2010
 $51,919  $67,147  $119,066 
Additions, net
     5,161   5,161 
Change in fair value due to loan runoff
  (1,313)  (4,514)  (5,827)
Change in fair value due to market changes
  (13,160)  (6,298)  (19,458)
Balance at June 30, 2010
 $37,446  $61,496  $98,942 


 
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Activity in capitalized mortgage servicing rights during the six months ending June 30, 2010 is as follows (in thousands):
   
Capitalized Mortgage Servicing Rights
 
   
Purchased
  
Originated
  
Total
 
Balance at December 31, 2009
 $7,828  $65,996  $73,824 
Additions, net
  31,892   10,362   42,254 
Change in fair value due to loan runoff
  (2,641)  (8,969)  (11,610)
Change in fair value due to market changes
  367(1)  (5,893)  (5,526)
Balance at June 30, 2010
 $37,446  $61,496  $98,942 
(1)  Includes initial pre-tax gain of $11.8 million on the purchase of mortgage servicing rights.

Activity in capitalized mortgage servicing rights during the three months ending June 30, 2009 is as follows (in thousands):

   
Capitalized Mortgage Servicing Rights
 
   
Purchased
  
Originated
  
Total
 
 
Balance at March 31, 2009
 $  6,786  $ 43,460  $ 50,246 
Additions, net
     14,778   14,778 
Change in fair value due to loan runoff
  (688)  (4,788)  (5,476)
Change in fair value due to market changes
  1,871   5,994   7,865 
Balance at June 30, 2009
 $7,969  $59,444  $67,413 

Activity in capitalized mortgage servicing rights during the six months ending June 30, 2009 is as follows (in thousands):

   
Capitalized Mortgage Servicing Rights
 
   
Purchased
  
Originated
  
Total
 
 
Balance at December 31, 2008
 $  6,353  $ 36,399  $ 42,752 
Additions, net
     25,268   25,268 
Change in fair value due to loan runoff
  (1,464)  (8,963)  (10,427)
Change in fair value due to market changes
  3,080   6,740   9,820 
Balance at June 30, 2009
 $7,969  $59,444  $67,413 

Changes in the fair value of mortgage servicing rights are included in Other Operating Expense in the Consolidated Statements of Earnings (Unaudited).  Changes in fair value due to loan runoff are included in mortgage banking costs.  Changes in fair value due to market changes are reported separately.  Changes in fair value due to market changes during the period relate to assets held at the reporting date.

There is no active market for trading in mortgage servicing rights after origination.  Fair value is determined by discounting the projected net cash flows. Significant assumptions considered significant unobservable inputs used to determine fair value are:
   
June 30, 2010
  
December 31, 2009
  
June 30, 2009
 
Discount rate – risk-free rate plus a market premium
  10.38%  11.2%  10.51%
Prepayment rate – based upon loan interest rate, original term and loan type
  8.3% - 34.5%  8.1% - 26.9%  5.2% - 26.2%
Loan servicing costs – annually per loan based upon loan type
 $35 - $60  $43 - $66  $43 - $73 
Escrow earnings rate – indexed to rates paid on deposit accounts with comparable average life
  1.34%  2.98%  2.96%

 
The Company is exposed to interest rate risk as mortgage interest rates directly affect the prepayment speeds used in valuing our mortgage servicing rights, which is partially managed through forward sales of mortgage-backed securities and forward sales contracts. 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

 
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performance of BOK Financial’s servicing portfolio.  At least annually, we request estimates of fair value from outside sources to corroborate the results of the valuation model.  There have been no changes in the techniques used to value mortgage servicing rights.

Stratification of the mortgage loan servicing portfolio and outstanding principal of loans serviced by interest rate at June 30, 2010 follows (in thousands):

   
< 5.50%
   5.50% - 6.49%  6.50% - 7.49% 
> 7.49%
  
Total
                  
Fair value
 $52,241  $34,887  $9,827  $1,987  $98,942 
 
Outstanding principal of loans serviced (1)
 $ 4,942,800  $ 4,335,500  $ 1,460,000  $319,085  $ 11,057,385 
(1) Excludes outstanding principal of $806 million for loans serviced for affiliates.
 

The interest rate sensitivity of our mortgage servicing rights and securities and derivative contracts held as an economic hedge is modeled over a range of +/- 50 basis points. At June 30, 2010, a 50 basis point increase in mortgage interest rates is expected to increase the fair value of our mortgage servicing rights, net of economic hedging by $1.8 million. A 50 basis point decrease in mortgage interest rates is expected to decrease the fair value of our mortgage servicing rights, net of economic hedging by $4.7 million.  Our model of changes in the value of our servicing rights due to changes in interest rates assumes stable relationships between mortgage rates and prepayment speeds. Changes in market conditions can cause variations from these assumptions. These factors and others may cause changes in the value of our mortgag e servicing rights to differ from our expectations.


(7) Employee Benefits

BOK Financial has sponsored a defined benefit Pension Plan for all employees who satisfied certain age and service requirements.  Pension Plan benefits were curtailed as of April 1, 2006.  Periodic pension expense was $955 thousand and $737 thousand for the three months ended June 30, 2010 and 2009, respectively and $1.6 million and $1.2 million during the six months ended June 30, 2010 and 2009, respectively.  The Company made no Pension Plan contributions during the six months ended June 30, 2010 and 2009.

Management has been advised that the maximum allowable contribution for 2010 is $22.6 million.  The minimum required contribution for 2010 is $245 thousand.


(8)  Commitments and Contingent Liabilities

BOSC, Inc. has been joined as a defendant in a putative class action brought on behalf of unit holders of SemGroup Energy Partners, LP in the United States District Court for the Northern District of Oklahoma.  The lawsuit is brought pursuant to Sections 11 and 12(a)(2) of the Securities Act of 1933 against all of the underwriters of issuances of partnership units in the Initial Public Offering in July 2007 and in a Secondary Offering in January 2008.  BOSC underwrote $6.25 million of units in the Initial Public Offering.  BOSC was not an underwriter in the Secondary Offering.  Counsel for BOSC believes BOSC has valid defenses to the claims asserted in the litigation and management does not anticipate any material loss.

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.  This contingent liability totaled $2.2 million at June 30, 2010.  During 2008, 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 and from available cash.  BOK Financial recognized a $2.2 million receivable for its proportionate share of this escrow account.

BOK Financial received 410,562 Visa Class B shares as part of Visa’s initial public offering in the first quarter of 2008.  A partial redemption of Class B shares was completed and the Company received $6.8 million in cash in exchange for 158,725 Class B shares.  The remaining 251,837 Class B shares are convertible into Visa Class A

 
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shares at the later of three years after the date of Visa’s initial public offering or the final settlement of all covered litigation.  The current exchange rate is approximately 0.5824 Class A shares for each Class B share.  However, the Company’s Class B shares may be diluted in the future if the escrow fund is not adequate to cover future covered litigation costs.  Therefore, under currently issued accounting guidance, no value has been currently assigned to the Class B shares and no value may be assigned until the Class B shares are converted into a known number of Class A shares.

At June 30, 2010, Cavanal Hill Funds’ assets included $730 million of U.S. Treasury, $867 million of cash management and $473 million of tax-free money market funds.  Assets of these funds consist of highly-rated, short-term obligations of the U.S. Treasury, corporate issuers and U.S. states and municipalities.  The net asset value of units in these funds was $1.00 at June 30, 2010.  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 2010 or 2009.

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 be material in the aggregate.

(9) Shareholders’ Equity

On July 27, 2010, the Board of Directors of BOK Financial Corporation approved a $0.25 per share quarterly common stock dividend.  The quarterly dividend will be payable on August 27, 2010 to shareholders of record on August 13, 2010.

Dividends declared during the three and six month periods ended June 30, 2010 were $0.25 per share and $0.49 per share, respectively.    Dividends declared during the three and six months ended June 30, 2009 were $0.24 per share and $0.465 per share, respectively.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) (“AOCI”) includes unrealized gains and losses on available for sale securities and accumulated gains or losses on effective cash flow hedges, including hedges of anticipated transactions.  Gains and losses in AOCI are net of deferred income taxes.  Accumulated losses on the rate lock hedge of the 2005 subordinated debenture issuance will be reclassified into income over the ten-year life of the debt.  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.

   
Unrealized
  
Other
  
Accumulated
  
Unrealized
    
   
Gain (Loss)
  
Than
  
(Loss) on
  
(Loss)
    
   
On Available
  
Temporary
  
Effective
  
On
    
   
For Sale
  
Impairment
  
Cash Flow
  
Employee
    
   
Securities
  
Losses
  
Hedges
  
Benefit Plans
  
Total
 
Balance at December 31, 2008
 $(204,648) $  $(1,199) $(17,039) $(222,886)
Unrealized gains on securities
  224,634   15,177         239,811 
Other-than-temporary impairment losses on securities
     (39,087)        (39,087)
Tax benefit (expense) on unrealized gains (losses)
  (78,027)  8,295         (69,732)
Reclassification adjustment for (gains) losses realized and included in net income
  (10,152)     117      (10,035)
Reclassification adjustment for tax expense (benefit) on realized gains (losses)
  3,526      (45)     3,481 
Balance at June 30, 2009
 $(64,667) $(15,615) $(1,127) $(17,039) $(98,448)
Balance at December 31, 2009
 $59,772  $(53,000) $(1,039) $(16,473) $(10,740)
Unrealized gains on securities
  216,549   12,006         228,555 
Other-than-temporary impairment losses on securities
     (13,796)        (13,796)
Unrealized gains on employee benefit plans
           373   373 
Tax benefit (expense) on unrealized gains (losses)
  (83,845)  945      (145)  (83,045)
Reclassification adjustment for (gains) losses realized and included in net income
  (12,545)     136      (12,409)
Reclassification adjustment for tax expense (benefit)on realized gains (losses)
  4,886      (53)     4,833 
Balance at June 30, 2010
 $184,817  $(53,845) $(956) $(16,245) $113,771 


 
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(10)  Earnings Per Share

   
Three Months Ended
June 30,
  
Six Months Ended
June 30,
 
   
2010
  
2009
  
2010
  
2009
 
Numerator:
            
Net income
 $63,522  $52,115  $123,655  $107,147 
Earnings allocated to participating securities
  (434)  (234)  (767)  (414)
Numerator for basic earnings per share – income available to common shareholders
  63,088   51,881   122,888    106,733 
Effect of reallocating undistributed earnings of participating securities
  1      2    
Numerator for diluted earnings per share – income available to common shareholders
 $63,089  $51,881  $122,890  $ 106,733 
Denominator:
                
Weighted average shares outstanding
  68,069,864   67,647,860   68,018,225   67,592,257 
Less:  Participating securities included in weighted average shares outstanding
  (464,057)  (303,283)  (418,876)  (261,667)
Denominator for basic earnings per common share
  67,605,807   67,344,577   67,599,349   67,330,590 
Dilutive effect of employee stock compensation plans (1)
  274,780   103,452   236,257   87,284 
Denominator for diluted earnings per common share
  67,880,587   67,448,029   67,835,606   67,417,874 
Basic earnings per share
 $0.93  $0.77  $1.82  $1.59 
Diluted earnings per share
 $0.93  $0.77  $1.81  $1.58 
(1)Excludes employee stock options with exercise prices greater than current market price.
  601,361   2,497,178   1,018,503   3,059,192 


(11)  Reportable Segments

Reportable segments reconciliation to the Consolidated Financial Statements for the three months ended June 30, 2010 is as follows (in thousands):

 
 
Commercial
  
Consumer
  
Wealth
Management
  
Tax-Equivalent Adjustment
  
Funds Management and Other
  
BOK
Financial
Consolidated
 
NIR (expense) from external sources
 $85,116  $21,587  $8,324  $2,327  $64,759  $182,113 
NIR (expense) from internal sources
  (12,712)  11,452   2,391      (1,131)   
                          
Total net interest revenue
  72,404   33,039   10,715   2,327   63,628   182,113 
                          
Other operating revenue
  33,642   50,466   42,020      3,585   129,713 
Operating expense
  50,973   61,874   43,829      19,134   175,810 
Provision for credit losses
  22,477   9,943   3,135      485   36,040 
Decrease in fair value of mortgage
   service rights
     (19,458)           (19,458)
Gain on financial instruments, net
     22,431   15      5,280   27,726 
Gain (loss) on repossessed assets, net
  (10,742)  98            (10,644)
Income before taxes
  21,854   14,759   5,786   2,327   52,874   97,600 
Federal and state income tax
  8,501   5,741   2,251      15,549   32,042 
Net income
  13,353   9,018   3,535   2,327   37,325   65,558 
Net income attributable to non-controlling interest
              2,036   2,036 
Net income attributable to BOK Financial Corporation
 $13,353  $9,018  $3,535  $2,327  $35,289  $63,522 
                          
Average assets
 $8,990,120  $6,198,808  $3,355,079     $4,900,800  $23,444,807 


 
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Reportable segments reconciliation to the Consolidated Financial Statements for the six months ended June 30, 2010 is as follows (in thousands):
 
 
Commercial
  
Consumer
  
Wealth
Management
  
Tax-Equivalent Adjustment
  
Funds Management and Other
  
BOK
Financial
Consolidated
 
NIR (expense) from external sources
 $170,014  $41,171  $16,928  $4,743  $131,831  $364,687 
NIR (expense) from internal sources
  (25,173)  23,312   5,412      (3,551)   
                          
Total net interest revenue
  144,841   64,483   22,340   4,743   128,280   364,687 
                          
Other operating revenue
  63,461   93,709   79,340      7,128   243,638 
Operating expense
  101,131   118,203   84,901      44,240   348,475 
Provision for credit losses
  50,856   13,276   5,900      8,108   78,140 
Decrease in fair value of mortgage
   service rights
     (5,526)           (5,526)
Gain on financial instruments, net
     22,220   16      5,448   27,684 
Gain (loss) on repossessed assets, net
  (15,764)  121            (15,643)
Income before taxes
  40,551   43,528   10,895   4,743   88,508   188,225 
Federal and state income tax
  15,774   16,932   4,238      25,381   62,325 
Net income
  24,777   26,596   6,657   4,743   63,127   125,900 
Net income attributable to non-controlling interest
              2,245   2,245 
Net income attributable to BOK Financial Corporation
 $24,777  $26,596  $6,657  $4,743  $60,882  $123,655 
                          
Average assets
 $9,086,117  $6,179,261  $3,321,811     $4,990,848  $23,578,037 

Reportable segments reconciliation to the Consolidated Financial Statements for the three months ended June 30, 2009 is as follows (in thousands):
   
Commercial
  
Consumer
  
Wealth
Management
  
Tax-Equivalent Adjustment
  
Funds Management and Other
  
BOK
Financial
Consolidated
 
NIR (expense) from external sources
 $87,016  $12,877  $5,690  $1,792  $68,205  $175,580 
NIR (expense) from internal sources
  (13,251)  21,146   5,723      (13,618)   
                          
Total net interest revenue
  73,765   34,023   11, 413   1,792   54,587   175,580 
                          
Other operating revenue
  33,837   49,632   38,556      2,048   124,073 
Operating expense
  56,286   64,759   42,546      20,083   183,674 
Provision for credit losses
  24,655   5,653   4,629      12,183   47,120 
Increase in fair value of mortgage
   service rights
  ­   7,865   ­         7,865 
Gain (loss) on financial instruments,
   net
     (10,199)        14,091   3,892 
Gain (loss) on repossessed assets, net
  59   (20)           39 
Income before taxes
  26,720   10,889   2,794   1,792   38,460   80,655 
Federal and state income tax
  10,394   4,236   1,087      12,598   28,315 
Net income
  16,326   6,653   1,707   1,792   25,862   52,340 
Net income attributable to non-controlling interest
              225   225 
Net income attributable to BOK Financial Corporation
 $16,326  $6,653  $1,707  $1,792  $25,637  $52,115 
                          
Average assets
 $10,381,632  $6,258,278  $3,092,574     $3,341,547  $23,074,031 


 
- 74 -

 

Reportable segments reconciliation to the Consolidated Financial Statements for the six months ended June 30, 2009 is as follows (in thousands):

   
Commercial
  
Consumer
  
Wealth
Management
  
Tax-Equivalent Adjustment
  
Funds Management and Other
  
BOK
Financial
Consolidated
 
NIR (expense) from external sources
 $172,615  $25,199  $9,545  $3,897  $134,169  $345,425 
NIR (expense) from internal sources
  (25,950)  46,108   13,326      (33,484)   
                          
Total net interest revenue
  146,665   71,307   22,871   3,897   100,685   345,425 
                          
Other operating revenue
  67,261   94,917   79,829      3,716   245,723 
Operating expense
  110,032   126,388   84,327      29,440   350,187 
Provision for credit losses
  49,013   11,236   6,558      25,353   92,160 
Increase in fair value of mortgage
   service rights
  ­   9,820   ­         9,820 
Gain (loss) on financial instruments,
   net
     (12,317)        19,651   7,334 
Gain (loss) on repossessed assets, net
  (1,125)  166         (238)  (1,197)
Income before taxes
  53,756   26,269   11,815   3,897   69,021   164,758 
Federal and state income tax
  20,911   10,219   4,596      21,427   57,153 
Net income
  32,845   16,050   7,219   3,897   47,594   107,605 
Net income attributable to non-controlling interest
              458   458 
Net income attributable to BOK Financial Corporation
 $32,845  $16,050  $7,219  $3,897  $47,136  $107,147 
                          
Average assets
 $10,566,763  $6,150,752  $3,049,610     $3,130,607  $22,897,732 



 
- 75 -

 

 (12) Fair Value Measurements

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 basis as of June 30, 2010 (dollars in thousands):

      
Range of
  
Average
     
Estimated
 
   
Carrying
  
Contractual
  
Re-pricing
  
Discount
  
Fair
 
   
Value
  
Yields
  
(in years)
  
Rate
  
Value
 
Cash and cash equivalents
 $852,526           $852,526 
Trading securities
  62,159            62,159 
Investment securities:
                 
Municipal and other tax-exempt
  221,702            227,301 
Other debt securities
  131,575            136,585 
    353,277            363,886 
Available for sale securities:
                 
Municipal and other tax-exempt
  66,439            66,439 
U.S. agency residential mortgage-backed securities
   8,223,719             8,223,719 
Private issue residential mortgage-backed securities
   735,516             735,516 
Other debt securities
  13,064            13,064 
Federal Reserve Bank stock
  32,844            32,844 
Federal Home Loan Bank stock
  88,048            88,048 
Perpetual preferred stock
  19,881            19,881 
Equity securities and mutual funds
  47,209            47,209 
    9,226,720            9,226,720 
                   
Mortgage trading securities
  534,641            534,641 
Residential mortgage loans held for sale
  227,574            227,574 
Loans:
                    
Commercial
  6,011,528   0.25 – 18.00%  0.54   0.72 – 4.61%  5,915,895 
Commercial real estate
  2,340,909   0.38 – 18.00   1.08   0.30 – 3.91   2,291,533 
Residential mortgage
  1,834,246   0.38 – 18.00   3.12   1.16 – 4.17   1,912,579 
Consumer
  696,034   0.38 – 21.00   0.90   1.92 – 4.16   704,498 
Total loans
  10,882,717               10,824,505 
                      
Reserve for loan losses
  (299,489)               
Net loans
  10,583,228               10,824,505 
Mortgage servicing rights
  98,942               98,942 
Derivative instruments with positive fair value, net of cash margin
  334,576               334,576 
Other assets – private equity funds
  23,834               23,834 
Deposits with no stated maturity
  12,414,412               12,414,412 
Time deposits
  3,673,088   0.01 – 9.64   1.54   1.05 – 1.54   3,158,578 
Other borrowings
  3,970,770   0.14 – 6.58   0.37   0.18 – 2.81   3,834,960 
Subordinated debentures
  398,617   5.19 – 5.82   2.60   3.88   415,161 
Derivative instruments with negative fair value, net of cash margin
  299,851               299,851 

Because no market exists for certain of these financial instruments and management does not intend to sell these financial instruments, the fair values shown above may not represent values at which the respective financial instruments could be sold individually or in the aggregate.

 
The following methods and assumptions were used in estimating the fair value of these financial instruments:
 
 
Cash and Cash Equivalents
 
The book value reported in the consolidated balance sheet for cash and short-term instruments approximates those assets’ fair values.

 
- 76 -

 

 
Securities
 
The fair values of 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.  Fair values for a portion of the securities portfolio are based on significant unobservable inputs, including projected cash flows discounted as rates indicated by comparison to securities with similar credit and liquidity risk.

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 use significant other observable market inputs.
 
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 residential mortgage loans held for sale are based upon quoted market prices of such loans sold in securitization transactions, including related unfunded loan commitments.
 
Loans
 
The fair value of loans, excluding loans held for sale, are based on discounted cash flow analyses using interest rates and credit and liquidity spreads currently being offered for loans with similar remaining terms to maturity and risk, adjusted for the impact of interest rate floors and ceilings. The fair values of loans were estimated to approximate their discounted cash flows less loan loss reserves allocated to these loans of $280 million at June 30, 2010.

 
Other Assets – Private Equity Funds
 
The fair value of the portfolio investments of the Company’s two private equity funds are based upon net asset value reported by the underlying funds, as adjusted by the general partner when  necessary to represent the price that would be received to sell the assets.  Private equity fund assets are long-term, illiquid investments.  No secondary market exists for these assets.  They may only be realized through cash distributions from the underlying funds.

 
Deposits
 
The fair values of time deposits are based on discounted cash flow analyses using interest rates currently being offered on similar transactions.  Estimated fair value of deposits with no stated maturity, which includes demand deposits, transaction deposits, money market deposits and savings accounts, is equal to the amount payable on demand. Although market premiums paid reflect an additional value for these low cost deposits, adjusting fair value for the expected benefit of these deposits is prohibited. Accordingly, the positive effect of such deposits is not included in this table.

 
Other Borrowings and Subordinated Debentures
 
The fair values of these instruments are based upon discounted cash flow analyses using interest rates currently being offered on similar instruments.
 
Off-Balance Sheet Instruments
 
The fair values of commercial loan commitments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements. The fair values of these off-balance sheet instruments were not significant at June 30, 2010.


 
- 77 -

 

Assets and liabilities recorded at fair value in the financial statements on a recurring and non-recurring basis are grouped into three broad levels as follows:

Quoted Prices in active Markets for Identical Instruments – Fair value is based on unadjusted quoted prices in active markets for identical assets or liabilities.

Significant Other Observable Inputs – Fair value is based on significant other observable inputs are generally determined based on a single price for each financial instrument provided to us by an applicable third-party pricing service and are 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 – Fair value is based upon model-based valuation techniques for which at least one significant assumption is not observable in the market.

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 this evaluation, we determined that the results represent prices that would be received to sell assets or paid to transfer liabilities in orderly transactions in the cur rent market.

Fair Value of Financial Instruments Measured on a Recurring Basis

The fair value of financial assets and liabilities that are measured on a recurring basis are as follows as of June 30, 2010 (in thousands):

   
Total
  
Quoted Prices in Active Markets for Identical Instruments
  
Significant Other Observable Inputs
  
Significant Unobservable Inputs
 
Assets:
            
Trading securities
 $62,159  $4,030  $58,129  $ 
Available for sale securities:
                
   Municipal and other tax-exempt
  66,439       26,613   39,826 
   U.S. agency residential mortgage-backed securities
  8,223,719       8,223,719     
   Private issue residential mortgage-backed securities
  735,516       735,516     
   Other debt securities
  13,064       29   13,035 
   Federal Reserve Bank stock
  32,844       32,844     
   Federal Home Loan Bank stock
  88,048       88,048     
   Perpetual preferred stock
  19,881       19,881     
   Equity securities and mutual funds
  47,209   22,728   24,481     
    9,226,720   22,728   9,151,131   52,861 
                  
Mortgage trading securities
  534,641       534,641     
Residential mortgage loans held for sale
  227,574       227,574     
Mortgage servicing rights
  98,942           98,942(1)
Derivative contracts, net of cash margin (2)
  334,576   16,991   317,585     
Other assets – private equity funds
  23,834           23,834 
                  
Liabilities:
                
Certificates of deposit
  27,957       27,957     
Derivative contracts, net of cash margin (2)
  299,851       299,851     

(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 6, Mortgage Banking Activities.
(2)  
See Note 3 for detail of fair value of derivative contracts by contract type.

 
- 78 -

 

 
 
The fair value of certain municipal and other debt securities classified as trading, investment or available for sale 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.  Taxable securities rated investment grade by all nationally recognized rating agencies are generally valued to yield a range of 1.85% to 3.29%.  As of June 30, 2010, average yields on comparab le short-term taxable securities are generally less than 1%.  Tax-exempt securities rated investment grade by all nationally recognized rating agencies are generally valued to yield a range of 1.10% to 1.40%, which represents a spread of 70 to 80 basis points over average yields of comparable securities as of June 30, 2010.  Approximately $9.6 million of our municipal and other tax-exempt securities are rated below investment grade by at least one of the three nationally recognized rating agencies.  The fair value of these securities was determined based on yields ranging from 4.54% to 8.30%.  These yields were determined using a spread of 425 basis points over comparable municipal securities of varying durations as of June 30, 2010.  All of these securities are currently performing in accordance with their respective contractual terms.

The following represents the changes for the three months ended June 30, 2010 related to assets measured at fair value on a recurring basis using significant unobservable inputs (in thousands):

      
Available for Sale Securities
    
   
Trading Securities
  
Municipal and other tax-exempt
  
Other debt securities
  
Other assets – private equity funds
 
              
Balance at March 31, 2010
 $  $38,004  $17,150  $22,825 
Transfer from trading to available for sale
  (1,964)  1,964       
Purchases, sales, issuances and settlements, net
  1,975   (200)  (4,250)  663 
Gain (loss) recognized in earnings (1)
  (11)        346 
Other comprehensive (loss)
     58   135    
Balance June 30, 2010
 $  $39,826  $13,035  $23,834 
(1) Loss on trading securities included in Brokerage and Trading Revenue.  Gain on private equity funds included in Gain on Other Assets.

The following represents the changes for the six months ended June 30, 2010 related to assets measured at fair value on a recurring basis using significant unobservable inputs (in thousands):
      
Available for Sale Securities
    
   
Trading Securities
  
Municipal and other tax-exempt
  
Other debt securities
  
Other assets – private equity funds
 
              
Balance at December 31, 2009
 $9,800  $36,598  $17,116  $22,917 
Transfer from trading to available for sale
  (4,820)  4,720   100    
Purchases, sales, issuances and settlements, net
  (4,900)  (667)  (4,300)  1 
Gain (loss) recognized in earnings (1)
  (80)        916 
Other comprehensive (loss)
     (825)  119    
Balance June 30, 2010
 $  $39,826  $13,035  $23,834 
(1) Loss on trading securities included in Brokerage and Trading Revenue.  Gain on private equity funds included in Gain on Other Assets.

Substantially all trading securities with fair values based on significant unobservable inputs were transferred to available for sale based on sales limitations and banking regulations.  There were no transfers from quoted prices in active markets for identical instruments to significant other observable inputs during the first or second quarter of 2010.

Fair Value of Financial Instruments 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.  In addition, goodwill impairment is evaluated based on the fair value of the Company’s reporting units.


 
- 79 -

 

The following represents the carrying value of assets measured at fair value on a non-recurring basis (and related losses) during the period.  The carrying value represents only those assets adjusted to fair value during the period ended June 30, 2010:

   
Carrying Value at June 30, 2010
    
   
Quoted Prices
in Active Markets for Identical Instruments
  
Significant
Other
Observable
Inputs
  
Significant
Unobservable
Inputs
  
Fair Value
Adjustments
for the Three Month Period Ended
June 30, 2010
 
Impaired loans
 $  $55,893  $  $28,243 
Real estate and other repossessed assets
     28,778   6,736   11,623 
 
 
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.  Fair value adjustments of impaired loans are charged against the allowance for loan losses.  Fair value adjustments of real estate and other repossessed assets are charged against operating expenses as net gains, losses and ope rating expenses of repossessed assets.

Fair Value Election

Certain certificates of deposit were designated as carried at fair value.  This determination is made based on the Company’s intent to convert these certificates from fixed interest rates to variable interest rates based on LIBOR with interest rate swaps that have not been designated as hedging instruments.  The fair value election for these liabilities better represents the economic effect of these instruments on the Company.  At June 30, 2010, the fair value and contractual principal amount of these certificates was $28 million and $27 million, respectively.  Change in the fair value of these certificates of deposit resulted in an unrealized gain during the three and six months ended June 30, 2010 of $201 thousand and $444 thousand, respectively, which is included in Gain (Loss) on Derivativ es, net on the Consolidated Statement of Earnings.

As more fully disclosed in Note 2 and Note 6 to the Consolidated Financial Statements, the Company has elected to carry certain mortgage-backed securities which have been designated as economic hedges against changes in the fair value of mortgage servicing rights and residential mortgage loans held for sale at fair value.  Changes in the fair value of these financial instruments are recognized in earnings.

 
 (13) Federal and State Income Taxes

The reconciliations of income (loss) attributable to continuing operations at the U.S. federal statutory tax rate to income tax expense are as follows (in thousands):

   
Three Months Ended June 30,
  
Six Months Ended
June 30,
 
   
2010
  
2009
  
2010
  
2009
 
Amount:
            
Federal statutory tax
 $34,160  $28,229  $65,879  $57,665 
Tax exempt revenue
  (1,388)  (1,125)  (2,793)  (2,250)
Effect of state income taxes, net of federal benefit
  2,003    2,091   3,718    4,615 
Utilization of tax credits
  (1,712)  (378)  (3,040)  (757)
Bank-owned life insurance
  (877)  (789)  (1,742)  (1,578)
Other, net
  (144)  287   303   (542)
Total
 $32,042  $28,315  $62,325  $57,153 


 
- 80 -

 


   
Three Months Ended
June 30,
  
Six Months Ended
June 30,
 
   
2010
  
2009
  
2010
  
2009
 
Percent of pretax income:
            
Federal statutory tax
  35%  35%  35%  35%
Tax exempt revenue
  (1)  (1)  (1)  (1)
Effect of state income taxes, net of federal benefit
  2   3   2   3 
Utilization of tax credits
  (2)  (1)  (2)  (1)
Bank-owned life insurance
  (1)  (1)  (1)  (1)
Other, net
            
Total
  33%  35%  33%  35%

(14) Financial Instruments with Off-Balance Sheet Risk

BOK Financial is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers and to manage interest rate risk. Those financial instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in BOK Financial’s Consolidated Balance Sheets. Exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the notional amount of those instruments.

As of June 30, 2010, outstanding commitments and letters of credit were as follows (in thousands):

Commitments to extend credit
 $4,898,045 
Standby letters of credit
  552,037 
Commercial letters of credit
  5,878 

The Company also has off-balance sheet credit risk for residential mortgage loans sold with full or partial recourse.  The principal balance of residential mortgage loans sold subject to recourse obligations totaled $311 million at June 30, 2010, $331 million at December 31, 2009 and $346 million at June 30, 2009.  The separate reserve for these off-balance sheet commitments was $14 million at June 30, 2010, $14 million at December 31, 2009 and $11 million at June 30, 2009.  Approximately 5% of the loans sold with recourse with an outstanding principal balance of $16 million were either delinquent more than 90 days, in bankruptcy or in foreclosure and 5% with an outstanding balance of $16 million were past due 30 to 89 days.  The provision for credit losses on loans sold with recourse is included in mortgage banking costs in the Consolidated Statements of Earnings.

The activity in the reserve for losses on loans sold with recourse is summarized as follows (in thousands):

   
Three Months Ended
June 30,
  
Six Months Ended
June 30,
 
   
2010
  
2009
  
2010
  
2009
 
Beginning balance
 $13,781  $9,283  $$13,781  $$8,767 
Provision for recourse losses
  1,568   3,289   2,867   5,109 
Loans charged off, net
  (1,568)  (1,779)  (2,867)  (3,083)
Ending balance
 $13,781  $10,793  $$13,781  $$10,793 


(15) Subsequent Events

The Company evaluated events from the date of the consolidated financial statements on June 30, 2010 through the issuance of those consolidated financial statements included in this Quarterly Report on Form 10-Q.  No events were identified requiring recognition in and/or disclosure in the consolidated financial statements.


 
- 81 -

 

Six-Month Financial Summary – Unaudited

Consolidated Daily Average Balances,
Average Yields and Rates

(Dollars in Thousands Except Per Share Data)

   
Six Months Ended
 
   
June 30, 2010
  
June 30, 2009
 
                    
   
Average
  
Revenue/
  
Yield/
  
Average
  
Revenue/
  
Yield/
 
   
Balance
  
Expense1
  
Rate
  
Balance
  
Expense1
  
Rate
 
                    
Assets
                  
Taxable securities3
 $9,290,114  $164,072   3.64% $7,340,756  $164,715   4.69%
Tax-exempt securities3
  295,570   7,450   5.08   268,935   8,182   6.14 
Total securities3
  9,585,684   171,522   3.69   7,609,691   172,897   4.75 
Trading securities
  64,817   1,453   4.52   112,464   2,002   3.59 
Funds sold and resell agreements
  27,543   16   0.12   39,929   44   0.22 
Residential mortgage loans held for sale
  160,574   3,924   4.93   233,800   5,593   4.82 
Loans2
  11,078,796   264,795   4.82   12,602,894   287,273   4.60 
Less reserve for loan losses
  310,904   -   -   269,490   -   - 
Loans, net of reserve
  10,767,892   264,795   4.96   12,333,404   287,273   4.70 
Total earning assets3
  20,606,510   441,710   4.37   20,329,288   467,809   4.70 
Cash and other assets
  2,971,527           2,568,444         
Total assets
 $23,578,037          $22,897,732         
                          
Liabilities and Shareholders’ Equity
                        
Transaction deposits
 $8,126,416  $20,179   0.50% $6,733,076  $28,779   0.86%
Savings deposits
  177,720   363   0.41   163,698   213   0.26 
Time deposits
  3,736,535   33,367   1.80   5,169,267   68,038   2.65 
Total interest-bearing deposits
  12,040,671   53,909   0.90   12,066,041   97,030   1.62 
Funds purchased and repurchase agreements
  2,532,953   4,276   0.34   2,438,851   4,820   0.40 
Other borrowings
  1,932,868   2,994   0.31   2,054,759   5,439   0.53 
Subordinated debentures
  398,578   11,101   5.62   398,440   11,198   5.67 
Total interest-bearing liabilities
  16,905,070   72,280   0.86   16,958,091   118,487   1.41 
Demand deposits
  3,573,692           3,024,925         
Other liabilities
  760,374           953,375         
Shareholders’ equity
  2,338,901           1,961,341         
Total liabilities and shareholders’ equity
 $23,578,037          $22,897,732         
                          
Tax-equivalent Net Interest Revenue3
     $369,430   3.50%     $349,322   3.29%
Tax-equivalent Net Interest Revenue to Earning Assets3
          3.65           3.51 
Less tax-equivalent adjustment1
      4,743           3,897     
Net Interest Revenue
      364,687           345,425     
Provision for credit losses
      78,140           92,160     
Other operating revenue
      271,322           253,057     
Other operating expense
      369,644           341,564     
Income before taxes
      188,225           164,758     
Federal and state income tax
      62,325           57,153     
Net income
      125,900           107,605     
Net income attributable to non-controlling interest
      2,245           458     
Net income attributable to BOK Financial Corp.
     $123,655          $107,147     
                          
Earnings Per Average Common Share Equivalent:
                        
Net income:
                        
Basic
     $1.82          $1.59     
Diluted
     $1.81          $1.58     
1
Tax equivalent at the statutory federal and state rates for the periods presented. The taxable equivalent adjustments shown are for comparative purposes.
2
The loan averages included loans on which the accrual of interest has been discontinued and are stated net of unearned income.
3
Yield calculations exclude security trades that have been recorded on trade date with no corresponding interest income.


 
- 82 -

 

Quarterly Financial Summary – Unaudited

Consolidated Daily Average Balances,
Average Yields and Rates

(Dollars in Thousands Except Per Share Data)

   
Three Months Ended
 
   
June 30, 2010
  
March 31, 2010
 
                    
   
Average
  
Revenue/
  
Yield/
  
Average
  
Revenue/
  
Yield/
 
   
Balance
  
Expense1
  
Rate
  
Balance
  
Expense1
  
Rate
 
                    
Assets
                  
Taxable securities3
 $9,366,703  $81,460   3.56% $9,212,677  $82,612   3.73%
Tax-exempt securities3
  296,282   3,614   4.89   294,849   3,837   5.28 
Total securities3
  9,662,985   85,074   3.60   9,507,526   86,448   3.78 
Trading securities
  58,722   661   4.51   70,979   792   4.53 
Funds sold and resell agreements
  22,776   8   0.14   32,363   8   0.10 
Residential mortgage loans held for sale
  183,489   2,177   4.76   137,404   1,747   5.16 
Loans2
  10,971,466   132,004   4.83   11,187,320   132,791   4.81 
Less reserve for loan losses
  312,595         309,194       
Loans, net of reserve
  10,658,871   132,004   4.97   10,878,126   132,791   4.95 
Total earning assets3
  20,586,843   219,924   4.33   20,626,398   221,786   4.41 
Cash and other assets
  2,857,964           3,086,349         
Total assets
 $23,444,807          $23,712,747         
                          
Liabilities and Shareholders’ Equity
                        
Transaction deposits
 $8,287,296   10,044   0.49  $7,963,752  $10,135   0.52 
Savings deposits
  184,376   185   0.40   170,990   178   0.42 
Time deposits
  3,701,167   16,063   1.74   3,772,295   17,304   1.86 
Total interest-bearing deposits
  12,172,839   26,292   0.87   11,907,037   27,617   0.94 
Funds purchased and repurchase agreements
  2,491,084   2,254   0.36   2,575,286   2,022   0.32 
Other borrowings
  1,619,745   1,403   0.35   2,249,470   1,591   0.29 
Subordinated debentures
  398,598   5,535   5.57   398,559   5,566   5.66 
Total interest-bearing liabilities
  16,682,266   35,484   0.85   17,130,352   36,796   0.87 
Demand deposits
  3,660,910           3,485,504         
Other liabilities
  722,902           798,263         
Shareholders’ equity
  2,378,729           2,298,628         
Total liabilities and shareholders’ equity
 $23,444,807          $23,712,747         
                          
Tax-equivalent Net Interest Revenue3
     $184,440   3.48%     $184,990   3.54%
Tax-equivalent Net Interest Revenue to Earning Assets3
          3.63           3.68 
Less tax-equivalent adjustment1
      2,327           2,416     
Net Interest Revenue
      182,113           182,574     
Provision for credit losses
      36,040           42,100     
Other operating revenue
      157,439           113,883     
Other operating expense
      205,912           163,732     
Income before taxes
      97,600           90,625     
Federal and state income tax
      32,042           30,283     
Net income
      65,558           60,342     
Net income attributable to non-controlling interest
      2,036           209     
Net income attributable to BOK Financial Corp.
     $63,522          $60,133     
                          
Earnings Per Average Common Share Equivalent:
                        
Net income:
                        
Basic
     $0.93          $0.88     
Diluted
     $0.93          $0.88     
1
Tax equivalent at the statutory federal and state rates for the periods presented. The taxable equivalent adjustments shown are for comparative purposes.
2
The loan averages included loans on which the accrual of interest has been discontinued and are stated net of unearned income.
3
Yield calculations exclude security trades that have been recorded on trade date with no corresponding interest income.

 
- 83 -

 







Three Months Ended
 
December 31, 2009
  
September 30, 2009
  
June 30, 2009
 
                          
Average
 
Revenue/
  
Yield/
  
Average
  
Revenue/
  
Yield/
  
Average
  
Revenue/
  
Yield/
 
Balance
 
Expense1
  
Rate
  
Balance
  
Expense1
  
Rate
  
Balance
  
Expense1
  
Rate
 
                          
                          
$  8,875,417
 $82,392   3.83% $8,012,380  $81,890   4.18% $7,594,355  $80,711   4.50%
286,550
  3,726   5.16   273,432   3,468   5.03   285,078   4,044   5.69 
9,161,967
  86,118   3.87   8,285,812   85,358   4.21   7,879,433   84,755   4.54 
68,027
  927   5.41   64,763   771   4.72   112,960   983   3.49 
30,358
  16   0.21   67,032   18   0.11   29,277   14   0.19 
194,760
  2,311   4.71   176,403   2,198   4.94   286,077   3,215   4.51 
11,492,696
  137,235   4.74   11,887,418   139,883   4.67   12,403,050   143,510   4.64 
298,157
        281,289         273,335       
11,194,539
  137,235   4.86   11,606,129   139,883   4.78   12,129,715   143,510   4.75 
20,649,651
  226,607   4.42   20,200,139   228,228   4.54   20,437,462   232,477   4.65 
3,046,083
          2,850,395           2,636,569         
$23,695,734
         $23,050,534          $23,074,031         
                                  
                                  
$  7,734,678
 $11,092   0.57% $7,162,477  $11,736   0.65% $6,854,003  $13,362   0.78%
167,572
  199   0.47   167,677   203   0.48   167,813   104   0.25 
4,002,337
  19,700   1.95   4,404,854   24,401   2.20   5,123,947   31,637   2.48 
11,904,587
  30,991   1.03   11,735,008   36,340   1.23   12,145,763   45,103   1.49 
2,173,476
  1,658   0.30   2,284,985   1,817   0.32   2,316,990   1,995   0.35 
2,380,938
  1,742   0.29   2,173,103   2,070   0.38   1,951,699   2,375   0.49 
398,522
  5,542   5.52   398,484   5,558   5.53   398,456   5,632   5.67 
16,857,523
  39,933   0.94   16,591,580   45,785   1.09   16,812,908   55,105   1.31 
3,666,663
          3,392,578           3,183,338         
924,803
          931,406           1,071,121         
2,246,745
          2,134,970           2,006,664         
$ 23,695,734
         $23,050,534          $23,074,031         
                                  
   $186,674   3.48%     $182,443   3.45%     $177,372   3.34%
        3.64           3.63           3.55 
    2,196           1,982           1,792     
    184,478           180,461           175,580     
    48,620           55,120           47,120     
    108,163           131,770           127,965     
    176,437           178,732           175,770     
    67,584           78,379           80,655     
    24,780           24,772           28,315     
    42,804           53,607           52,340     
    33           2,947           225     
   $42,771          $50,660          $52,115     
                                  
                                  
                                  
   $0.63          $0.75          $0.77     
   $0.63          $0.75          $0.77     


 
- 84 -

 


Quarterly Earnings Trends -- Unaudited
   
(In thousands, except share and per share data)
   
   
Three Months Ended
 
   
June 30.
2010
  
March 31,
2010
  
Dec. 31,
2009
  
Sept. 30,
2009
  
June 30,
2009
 
Interest revenue
 $217,597  $219,370  $224,411  $226,246  $230,685 
Interest expense
  35,484   36,796   39,933   45,785   55,105 
Net interest revenue
  182,113   182,574   184,478   180,461   175,580 
Provision for credit losses
  36,040   42,100   48,620   55,120   47,120 
Net interest revenue after provision for credit losses
  146,073   140,474   135,858   125,341   128,460 
Other operating revenue
                    
Brokerage and trading revenue
  24,754   21,035   20,240   24,944   21,794 
Transaction card revenue
  28,263   25,687   26,292   26,264   27,533 
Trust fees and commissions
  17,737   16,320   16,492   16,315   16,860 
Deposit service charges and fees
  28,797   26,792   29,501   30,464   28,421 
Mortgage banking revenue
  18,335   14,871   13,403   13,197   19,882 
Bank-owned life insurance
  2,908   2,972   2,870   2,634   2,418 
Margin asset fees
  69   36   50   51   68 
Other revenue
  7,305   7,602   7,101   6,087   6,124 
Total fees and commissions
  128,168   115,315   115,949   119,956   123,100 
Gain (loss) on other  assets, net
  1,545   (1,390)  (205)  3,223   973 
Gain (loss) on derivatives, net
  7,272   (341)  (370)  (294)  (1,037)
Gain on securities, net
  23,100   4,524   7,277   12,266   6,471 
Total other-than-temporary impairment losses
  (10,959)  (9,708)  (67,390)  (6,133)  (1,263)
Portion of loss recognized in other comprehensive income
  (8,313)  (5,483)  (52,902)  (2,752)  279 
Net impairment losses recognized in earnings
  (2,646)  (4,225)  (14,488)  (3,381)  (1,542)
Total other operating revenue
  157,439   113,883   108,163   131,770   127,965 
Other operating expense
                    
Personnel
  97,054   96,824   93,687   98,012   96,191 
Business promotion
  4,945   3,978   5,758   4,827   4,569 
Professional fees and services
  6,668   6,401   8,813   7,555   7,363 
Net occupancy and equipment
  15,691   15,511   17,600   15,884   15,973 
Insurance
  5,596   6,533   6,412   6,092   5,898 
FDIC special assessment
              11,773 
Data processing and communications
  21,940   20,309   21,121   20,413   20,452 
Printing, postage and supplies
  3,525   3,322   3,601   3,716   4,072 
Net losses and operating expenses of repossessed assets
  13,067   7,220   5,101   3,497   996 
Amortization of intangible assets
  1,323   1,324   1,912   1,686   1,686 
Mortgage banking costs
  10,380   9,267   11,436   8,065   9,336 
Change in fair value of mortgage servicing rights
  19,458   (13,932)  (5,285)  2,981   (7,865)
Other expense
  6,265   6,975   6,281   6,004   5,326 
Total other operating expense
  205,912   163,732   176,437   178,732   175,770 
Income before taxes
  97,600   90,625   67,584   78,379   80,655 
Federal and state income tax
  32,042   30,283   24,780   24,772   28,315 
Net income
  65,558   60,342   42,804   53,607   52,340 
Net income attributable to non-controlling interest
  2,036   209   33   2,947   225 
Net income attributable to BOK Financial Corp.
 $63,522  $60,133  $42,771  $50,660  $52,115 
                      
Earnings per share:
                    
Basic
 $0.93  $0.88  $0.63  $0.75  $0.77 
Diluted
 $0.93  $0.88  $0.63  $0.75  $0.77 
Average shares used in computation:
                    
Basic
  67,605,807   67,592,315   67,446,326   67,392,059   67,344,577 
Diluted
  67,880,587   67,790,049   67,600,344   67,513,700   67,448,029 


 
- 85 -

 

PART II. Other Information

 
Item 1. Legal Proceedings
 
 
See discussion of legal proceedings at footnote 8 to the consolidated financial statements.
 
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
 
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 June 30, 2010.
 
 
 
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
 
April 1, 2010 to  April 30, 2010
  17,562  $55.50      1,215,927 
May 1, 2010 to    May 31, 2010
  7,243  $55.20      1,215,927 
June 1, 2010 to    June 30, 2010
           1,215,927 
Total
  24,805            
 
(1)  
On April 26, 2005, the Company’s board of directors authorizing the Company to repurchase up to two million shares of the Company’s common stock.  As of June 30, 2010, the Company had repurchased 784,073 shares under this plan.
 
 
(2)  
The Company routinely repurchases mature shares from employees to cover the exercise price and taxes in connection with employee stock option exercises.
 
 
 
Item 6. Exhibits

31.1  
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act   of 2002
31.2  
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
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
 
 

Items 1A, 3, 4 and 5 are not applicable and have been omitted.

 
- 86 -

 

Signatures


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


BOK FINANCIAL CORPORATION
 (Registrant)



Date:         August 2, 2010                                                         



/s/ Steven E. Nell                                                                   
Steven E. Nell
Executive Vice President and
Chief Financial Officer



/s/ John C. Morrow                                                 
John C. Morrow
Senior Vice President and
Chief Accounting Officer


- - 87 -