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

FORM 10-Q
(Mark One) 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedSeptember June 30, 20192020
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
0-19341

BOK FINANCIAL CORP ET AL
(Exact name of registrant as specified in its charter) 
Oklahoma73-1373454
(State or other jurisdiction

of Incorporation or Organization)
(IRS Employer

Identification No.)
Bank of Oklahoma Tower
Boston Avenue at Second Street
Tulsa,Oklahoma74192
(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  ý  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  ý  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  ý                                   Accelerated filer     ¨            
Non-accelerated filer   ¨ (Do not check if a smaller reporting company)  Smaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 70,858,01070,306,690 shares of common stock ($.00006 par value) as of SeptemberJune 30, 2019.2020.





BOK Financial Corporation
Form 10-Q
Quarter Ended SeptemberJune 30, 20192020


Index

Part I.  Financial Information
Management’s Discussion and Analysis (Item 2)        
Market Risk (Item 3)                                                                                              
Controls and Procedures (Item 4)
Consolidated Financial Statements – Unaudited (Item 1)
Quarterly Financial Summary – Unaudited (Item 2)
Quarterly Earnings Trend – Unaudited
Part II.  Other Information
Item 1.  Legal Proceedings
Item 1A. Risk Factors
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
Item 6.  Exhibits
Signatures





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

BOK Financial Corporation (“the Company”) reported net income of $142.2$64.7 million or $2.00$0.92 per diluted share for the thirdsecond quarter of 2019. Net income was $117.3 million or $1.79 per diluted share for the third quarter of 2018, including $11.5 million or 18 cents per share from a client asset management fee. The discussion below excludes the impact of this fee.2020. Net income was $137.6 million or $1.93 per diluted share for the second quarter of 2019. 

Highlights of2019 and $62.1 million or $0.88 per diluted share for the thirdfirst quarter of 2019 included:
Net interest revenue totaled $279.12020. The Company recorded a pre-tax provision for expected credit losses of $135.3 million up $38.2 million over the third quarter of 2018. The acquisition of CoBiz Financial ("CoBiz") in the fourth quarter of 2018 added $40.6 million to net interest revenue in the third quarter of 2019. Net interest margin was 3.01 percent for the third quarter of 2019 compared to 3.21 percent for the third quarter of 2018. Average earning assets were $37.7 billion for the third quarter of 2019 compared to $30.0 billion for the third quarter of 2018. Net interest revenue decreased $6.3 million compared to the second quarter of 2019 while net interest margin decreased 29 basis points. Falling interest rates compressed the margin by 9 basis points compared to the second quarter of 2019.
Fees2020 and commissions revenue totaled $186.1 million, an increase of $35.3 million over the third quarter of 2018. Brokerage and trading revenue increased $20.8 million and mortgage banking revenue increased $6.6 million as lower mortgage interest rates have increased mortgage production and related trading activity. Fees and commissions revenue increased $10.0 million over the second quarter of 2019 largely due to increases in brokerage and trading and mortgage banking revenue.
Other operating expense totaled $279.3 million, a $26.7 million increase over the third quarter of 2018. Expenses related to CoBiz operations added $20.8$93.8 million in the thirdfirst quarter of 2019. Excluding CoBiz operations, personnel expense increased $5.7 million, primarily due to an increase in regular compensation. Non-personnel expense remained relatively consistent with the third quarter of 2018. Operating expense increased $2.2 million over the second quarter of 2019. Personnel expense increased $2.2 million with an increase in incentive compensation partially offset by a decrease in employee benefits. Non-personnel expense was largely unchanged compared to the second quarter of 2019.
The effective tax rate was 18.6 percent for the third quarter of 2019, 22.8 percent for the third quarter of 2018 and 21.4 percent for the second quarter of 2019. Income tax expense decreased $5.2 million compared to the second quarter of 2019 primarily due to the completion of 2018 tax filings and tax credit projects.
The Company recorded a2020. A pre-tax provision for incurred credit losses of $12.0 million in the third quarter of 2019. A provision of $5.0 million was recorded in the second quarter of 2019.

Highlights of the second quarter of 2020 included:

Net interest revenue totaled $278.1 million, a decrease of $7.3 million compared to the second quarter of 2019. Net interest margin was 2.83 percent for the second quarter of 2020 compared to 3.30 percent for the second quarter of 2019. The Federal Reserve decreased the federal funds rate a total of 225 basis points since the middle of 2019. Three 25 basis point cuts were made in the second half of 2019 and a provisionan additional 150 basis points in emergency cuts were made in March 2020 in response to the economic environment resulting from the COVID-19 pandemic. Average earning assets were $40.3 billion for the second quarter of $4.02020 compared to $35.4 billion for the second quarter of 2019. Net interest revenue increased $16.7 million was recordedcompared to the first quarter of 2020, largely due to the addition of loans related to the Small Business Administration's ("SBA") Paycheck Protection Program ("PPP") that began on April 3, 2020. Net interest margin increased 3 basis points, primarily due to our ability to move deposit costs down, along with LIBOR remaining elevated early in the thirdsecond quarter and the strategic positioning of our balance sheet.
Fees and commissions revenue totaled $213.7 million, an increase of $37.6 million over the second quarter of 2018. 2019. Mortgage banking revenue increased $25.8 million and brokerage and trading revenue increased $21.5 million. Low mortgage interest rates continued to drive increases in mortgage production and related bond trading activity. These increases were partially offset by a reduction in service charges and fiduciary and asset management revenue. We waived certain fees during the second quarter as a result of the pandemic and lower interest rates. Fees and commissions revenue increased $21.0 million over the first quarter of 2020, largely due to increases in mortgage banking and brokerage and trading revenue.
Other operating expense totaled $295.4 million, an $18.3 million increase compared to the second quarter of 2019. Personnel expense increased $15.9 million, largely due to an increase in incentive compensation costs reflecting the growth in our trading activity. Non-personnel expense increased $2.4 million over the second quarter of 2019. Increases in mortgage banking costs, occupancy and equipment expense, data processing and communications expense and charitable contributions were partially offset by a decrease in business promotion expenses. Operating expense increased $26.8 million compared to the first quarter of 2020. Personnel expense increased $20.1 million including an $11.0 million increase in incentive compensation expense related to increased trading activity. Non-personnel expense increased $6.7 million compared to the first quarter of 2020, led by increases in mortgage banking costs, occupancy and equipment expenses, and charitable contributions, partially offset by a decrease in business promotion expenses.
Changes in the fair value of mortgage servicing rights and related economic hedges provided $9.3 million during the second quarter of 2020. A $7.4 million increase in the fair value of securities and derivative contracts held as an economic hedge and $2.7 million of related net interest revenue, was partially offset by a $761 thousand decrease in the fair value of mortgage servicing rights. The net economic cost of the changes in fair value of mortgage servicing rights and related economic hedges was $7.3 million during the second quarter of 2019, including a $21.0 million increase in the fair value of securities and derivatives contracts held as an economic hedge, $29.6 million decrease in the fair value of mortgage servicing rights, and $1.3 million of related net interest revenue.
We have implemented programs to help our customers through the pandemic and resulting uncertain times. We are actively participating in programs initiated by the CARES Act, including the SBA's PPP. Period-end outstanding loan balances totaled $24.2 billion at June 30, 2020, an increase of $1.7 billion over March 31, 2020. Average loan balances increased $2.2 billion to $24.1 billion at June 30, 2020. Period-end PPP loans were $2.1 billion and average PPP loans for the second quarter were $1.7 billion. We have also granted $1.2 billion in forbearance requests from customers as of June 30, including $704 million in commercial loans, $398 million in commercial real estate loans and $143 million in loans to individuals.
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The allowance for loan losses totaled $436 million or 1.80 percent of outstanding loans and 175 percent of nonaccruing loans at June 30, 2020, excluding residential mortgage loans guaranteed by U.S. government agencies. The combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments was $469 million or 1.94 percent of outstanding loans at June 30, 2020. Excluding PPP loans, the allowance for loan losses was 1.97 percent of outstanding loans and the combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments was 2.12 percent. At March 31, 2020, the allowance for loan losses was $315 million or 1.40 percent of outstanding loans and 199 percent of nonaccruing loans, excluding loans guaranteed by U.S. government agencies. The combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments was $344 million or 1.53 percent of outstanding loans.
Nonperforming assets not guaranteed by U.S. government agencies decreased $6.8increased $90 million compared to June 30, 2019.March 31, 2020. Potential problem loans decreased $18increased $333 million while other loans especially mentioned increased $38$391 million. Net charge-offs were $10.6$14.1 million or 0.190.25 percent of average loans for the third quarter of 2019, compared to net charge-offs of $7.7 million or 0.14 percent of average loanson an annualized basis for the second quarter of 2019. The combined allowance for credit losses totaled $2062020, excluding PPP loans, compared to $17.2 million or 0.920.31 percent of outstandingaverage loans at September 30, 2019 compared to $204 million or 0.92 percenton an annualized basis for the first quarter of outstanding loans2020.
Period-end deposits were $33.9 billion at June 30, 2019.
Period-end outstanding loan balances totaled $22.32020, a $4.6 billion at September 30, 2019, an increase of $30 million over June 30, 2019. Average loan balances grew $409 million to $22.4 billion at September 30, 2019.
Period-end deposits were $26.2 billion at September 30, 2019, an $862 million increase compared to June 30, 2019.March 31, 2020. Interest-bearing transaction deposits increased $670 million$2.3 billion while demand deposit balances increased $177 million.$2.2 billion. Average deposits increased $538 million,$4.5 billion, including a $619 million$2.3 billion increase in demand deposits and a $1.9 billion increase in interest-bearing deposits partially offset by a $124 million decrease in demand deposits. An estimated $2.7 billion of this growth was related to funding of PPP loans and other CARES Act stimulus initiatives, with the remainder due to growth from our broader customer base.
The common equity Tier 1 capital ratio at SeptemberJune 30, 20192020 was 11.0611.44 percent. Other regulatory capital ratios were Tier 1 capital ratio, 11.0611.44 percent, total capital ratio, 12.5613.39 percent, and leverage ratio, 8.417.74 percent. We have elected to implement relief afforded by the CARES Act, which allows us to defer a portion of the impact to regulatory capital resulting from our adoption of CECL over the next two years, followed by a phase out of that deferral over the following three years. At June 30, 2019,March 31, 2020, the common equity Tier 1 capital ratio was 10.8410.98 percent, the Tier 1 capital ratio was 10.8410.98 percent, total capital ratio was 12.3412.65 percent, and leverage ratio was 8.758.15 percent.



The Company paid a regular cash dividend of $35.5$35.8 million or $0.50$0.51 per common share during the thirdsecond quarter of 2019.2020. On October 29, 2019,August 4, 2020, the board of directors approved a quarterly cash dividend of $0.51 per common share payable on or about November 27, 2019August 26, 2020 to shareholders of record as of November 12, 2019.
August 17, 2020.

- 2 -


Critical Accounting Policies & Estimates

The Consolidated Financial Statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The Company's accounting policies are more fully described in Note 1 of the Consolidated Financial Statements included in the 2019 Form 10-K. Management makes significant assumptions and estimates in the preparation of the Consolidated Financial Statements and accompanying notes in conformity with GAAP that may be highly subjective, complex and subject to variability. Actual results could differ significantly from these assumptions and estimates. The following discussion represents significant changes to critical accounting policies and estimates during 2020 in the most critical areas where these assumptions and estimates could affect the financial condition, results of operations and cash flows of the Company. Significant changes to critical accounting policies and estimates have been discussed with the appropriate committees of the Board of Directors.

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

The allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments represent the portion of amortized cost basis of loans and related unfunded commitments we do not expect to collect over the asset’s contractual life, considering past events, current conditions, as well as reasonable and supportable forecasts of future economic conditions. Determining appropriateness of the allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments requires management judgment about effects of uncertain matters, resulting in a subjective calculation which contains a certain amount of imprecision. Because of the subjective forward-looking nature of the calculation, changes in these measures may not directly correlate with actual economic events. In future periods, management judgment may consider new or changed information which may cause significant changes in these allowances in those future periods.

As of January 1, 2020 BOK Financial’s accounting policies have changed significantly with the adoption of Financial Accounting Standards Board ("FASB") Accounting Standards Update No. 2016-13 Financial Instruments - Credit Losses (Topic 326): Assets Measured at Amortized Cost ("ASU 2016-13" or "CECL"). Prior years are not restated. Prior to January 1, 2020, general allowances and nonspecific allowances were based on incurred credit losses. See Note 4 to the Consolidated Financial Statements for the description of the expected credit losses calculation of the allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments.

For the majority of risk-graded loans, the accruing loan’s expected credit loss estimate is sensitive to management judgment, particularly probability of default and loss given default assumptions, changes in specific macroeconomic factor forecasts, the probability weight assigned to each economic scenario, and judgmental allocations for risks otherwise not captured in the calculation.

Probability of default and loss given default measurements are based on historical data that may not be a good predictor of future performance or actual losses. Probability of default is based on risk grades, a subjective measurement of the risk of a loan. This subjective assessment of risk may not reflect actual risk of loss.

Other subjective measures include the forecast for each relevant economic loss driver and the probability weighting of economic scenarios, both of which are overseen by a senior management committee with members independent of the allowance process. Determining appropriateness of the allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments requires management judgment about effects of uncertain matters which may be reflected as industry or product judgmental allocations or nonspecific allowances. This results in a subjective calculation which is inherently imprecise.

Although the resulting expected credit loss estimate represents management’s best estimates at the time, actual credit losses will differ from management’s estimate. Portfolio composition will change over time, actual economic conditions will differ from probability-weighted assumptions, borrower-specific circumstances will change, as well as other factors. Differences between actual losses and management's estimates may materially affect the Company's results of operations.

Goodwill Impairment

Goodwill for each reporting unit is evaluated for impairment annually as of October 1st or more frequently if conditions indicate that impairment may have occurred. The evaluation of possible goodwill impairment involves significant judgment based upon short-term and long-term projections of future performance.

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During the evaluation for impairment, management qualitatively assesses whether it is more likely than not that the fair value of the reporting units is less than their carrying value, including goodwill. Reporting unit carrying value includes sufficient capital to exceed regulatory requirements. This assessment includes consideration of relevant events and circumstances including, but not limited to, macroeconomic conditions, industry and market conditions, the financial and stock performance of the Company and other relevant factors. Specifically, the analysis may include:

General economic conditions including overall economic activity, consumer spending and mobility, unemployment rates, consumer confidence, and duration and severity of any current market moving instability.
Regional economic conditions including demand for oil and price stability of oil, other overarching conditions that may be affecting any of the Company's primary states such as weather or other catastrophes, pandemics and health related lockdowns, or other state mandates.
Industry conditions including federal funds rate movement by the Federal Reserve, the interest rate environment and the resulting effect on net interest revenue and operating revenue, and regulatory mandates that hinder or provide relief to the financial services industry.
Company specific conditions including current and forecasted income, changes in stock price, the Company's stock price compared to peers and other indexes, book value per share compared to fair value per share, goodwill compared to total shareholders' equity, current capital and liquidity position, demand for products and services, health of the loan portfolio and other credit related factors, and current credit ratings with the ratings agencies, and regulatory ratings.
Reporting unit performance and forecasts including any event that may significantly impact a reporting unit.

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

Both the qualitative assessment and quantitative analysis require significant management judgment, including estimates of changes in future economic conditions and their underlying causes and duration, the reasonableness and effectiveness of management's responses to those changes, changes in governmental fiscal and monetary policies, and fair value measurements based largely on significant unobservable inputs. The results of these judgments may have a significant impact on the Company's reported results of operations.

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Results of Operations
Net Interest Revenue and Net Interest Margin

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

Tax-equivalent net interest revenue totaled $282.0$280.7 million for the thirdsecond quarter of 2019, up from $242.82020 and $288.9 million in the thirdsecond quarter of 2018. CoBiz2019. PPP loans added $40.6$13.6 million to net interest revenue including $10.9 millionin the second quarter of net2020. Net purchase accounting discount accretion was $3.3 million in the thirdsecond quarter of 2020 and $13.4 million in the second quarter of 2019. Table 1 shows the effect on net interest revenue from changes in average balances and interest rates for various types of earning assets and interest-bearing liabilities.

Net interest margin was 3.012.83 percent for the thirdsecond quarter of 2019,2020, compared to 3.213.30 percent for the thirdsecond quarter of 2018.2019. Loan discount accretion added 3 basis points to net interest margin in the second quarter of 2020 and 15 basis points in the second quarter of 2019. The tax-equivalent yield on earning assets was 4.253.12 percent, up 21a decrease of 139 basis points overcompared to the thirdsecond quarter of 2018.2019. The Federal Reserve decreased the federal funds rate a total of 225 basis points since the middle of 2019. Three 25 basis point cuts were made in the second half of 2019 and an additional 150 basis points in emergency cuts were made in March 2020 in response to the economic environment resulting from the COVID-19 pandemic. The latest reductions reduced the federal funds rate to nearly zero. Loan yields increased 32decreased 176 basis points to 5.12 percent primarily due3.63 percent. The yield on trading securities decreased 113 basis points to an increase in short-term interest rates and higher yields on acquired loans.2.46 percent. The yield on interest-bearing cash and cash equivalents increased 44decreased 250 basis points to 2.420.07 percent. The available for sale securities portfolio yield increased 23decreased 34 basis points to 2.60 percent. The yield on trading securities decreased 49 basis points to 3.492.29 percent and the yield on fair value option securities decreased 46134 basis points to 2.792.00 percent.

Funding costs were up 43decreased 133 basis points overcompared to the thirdsecond quarter of 2018.2019. The cost of interest-bearing deposits increased 40other borrowed funds decreased 223 basis points and the cost of other borrowed funds increased 27interest-bearing deposits decreased 79 basis points. The benefit to net interest margin from earning assets funded by non-interest bearing liabilities was 448 basis points for the thirdsecond quarter of 2019, up 22020, a decrease of 41 basis points overcompared to the thirdsecond quarter of 2018.2019.
Average earning assets for the thirdsecond quarter of 20192020 increased $7.7$5.0 billion or 2614 percent over the thirdsecond quarter of 2018. Average loans, net2019. The average balance of allowance for loan losses, increased $4.2 billion, including acquired loans. Availableavailable for sale securities, which consists largely of residential and commercial mortgage-backed securities guaranteed by U.S. government agencies, increased $2.6 billion$3.0 billion. We purchase securities to supplement earnings and fair value option securities, which we hold as an economic hedge against changes in fair valueto manage interest rate risk. We have increased the size of our mortgage servicing rights, increased $1.1 billion. Approximately $1.7 billion of these lower yielding fixed-rate assets were added in the second and third quarters of 2019bond portfolio in order to reduce our exposure to falling short-term interest rates. Interest-bearing cashAverage loans, net of allowance for loan losses, increased $1.9 billion, largely due to the inflow of PPP loans. Receivables from unsettled securities sales, primarily related to our U.S. agency residential mortgage-backed trading operations, increased $3.2 billion. Growth in average earning assets and cash equivalent balances decreased $188 million.non-interest bearing receivables was primarily funded by an increase in average deposits.

Average deposits increased $3.8 billion compared to the third quarter of 2018, including acquired deposits. Interest bearing deposits increased $3.3 billion while demand deposit balances increased $435 million. Average borrowed funds increased $4.3 billion over the third quarter of 2018.
Tax-equivalent net interest revenue decreased $6.9 million compared to the second quarter of 2019. Recoveries of foregone interest on nonaccruing loans added $3.4 million to the second quarter of 2019. The third quarter of 2019 included $10.9 million of purchase accounting discount accretion while the second quarter of 2019 included $13.4 million.

Average earning assets increased $2.3$7.5 billion compared to the second quarter of 2019. Not only have we focused on acquiring and growing deposits to enhance liquidity and support balance sheet growth, but we also saw a large inflow of deposits with the funding of PPP loans and other CARES Act related stimulus initiatives. Interest-bearing deposits increased $5.9 billion while demand deposit balances increased $1.6 billion.
Tax-equivalent net interest revenue increased $16.7 million compared to the first quarter of 2020. PPP loans also added $13.6 million to net interest revenue in the second quarter.
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Average availableearning assets increased $1.9 billion compared to the first quarter of 2020. Average loan balances increased $2.2 billion, largely due to the influx of PPP loans. Available for sale securities increased $1.3 billion due to repositioning the$816 million as we have adjusted our balance sheet for additional interestthe current rate decreases. Average fairenvironment. Fair value option securities, balancesheld as an economic hedge of the changes in fair value of our mortgage servicing rights, decreased $1.0 billion. In addition, receivables from unsettled securities sales, primarily related to our U.S. agency residential mortgage-backed trading operations, increased $655 million. Average loan balances were up $409 million. Average$1.6 billion. Growth in average earning assets and non-interest bearing receivables was largely funded by a $2.2 billion increase in interest-bearing deposits. Other borrowings decreased $3.0 billion, primarily due to a decrease in funds borrowed fundsfrom the Federal Home Loan Bank partially offset by an increase in PPP loans funded through the Federal Reserve's PPP Liquidity Facility. Funds purchased and repurchase agreements increased $2.0 billion and average interest-bearing deposit balances increased $662 million compared to the second quarter of 2019.billion.
Net interest margin was 3.012.83 percent compared to 3.302.80 percent in the previous quarter. NetThe reduction in deposit costs, LIBOR remaining elevated early in the second quarter, and the strategic positioning of our balance sheet, have combined to reduce the pressure on margin. Excluding the impact of PPP loans, net interest margin was reduced 9 basis points due2.82 percent compared to available for sale securities expansion and 4 basis points due to the increase2.80 percent in the fair value hedge portfolio. In addition, lower foregone interest recoveries and discount accretion reduced net interest margin by 7 basis points. Falling interest rates compressed the net interest margin by an additional 9 basis points.previous quarter.
Excluding recoveries of forgone interest, theThe yield on average earning assets decreased 2261 basis points whilefrom the yield onprior quarter as we start to see the effects of the recent Federal Reserve rate cuts. The loan portfolio decreased 21yield was down 87 basis points. The yield on the available for sale securities portfolio decreased 319 basis points and the yield on the trading securities portfolio was down 10 basis points.


Funding costs decreased 282 basis points. The cost of interest-bearing deposits increased 4decreased 64 basis points and the cost of other borrowed funds decreased 22was down 117 basis points. The benefit to net interest margin from assets funded by non-interest liabilities decreased 5was 8 basis points for the second quarter of 2020 compared to 4426 basis points.

points for the first quarter of 2020.
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 78%77% of our commercial and commercial real estate loan portfolios are either variable rate or fixed rate that will reprice within one year. These loans are funded primarily by deposit accounts that are either non-interest bearing, or that reprice more slowly than the loans. The result is a balance sheet that would be asset sensitive, which means that assets generally reprice more quickly than liabilities. One of the strategies that we use to manage toward a relative rate-neutral position is to purchase fixed-rate residential mortgage-backed securities issued primarily by U.S. government agencies and fund them with market-rate-sensitive liabilities. The liability-sensitive nature of this strategy provides an offset to the asset-sensitive characteristics of our loan portfolio. We also may use derivative instruments to manage our interest rate risk. 

The effectiveness of these strategies is reflected in the overall change in net interest revenue due to changes in interest rates as shown in Table 1 and in the interest rate sensitivity projections as shown in the Market Risk section of this report.

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Table 1 -- Volume/Rate Analysis
(In thousands)
Three Months Ended
June 30, 2020 / 2019
Six Months Ended
June 30, 2020 / 2019
  
Change Due To1
 
Change Due To1
ChangeVolumeYield/RateChangeVolumeYield/Rate
Tax-equivalent interest revenue:      
Interest-bearing cash and cash equivalents$(3,320) $273  $(3,593) $(4,324) $1,123  $(5,447) 
Trading securities(4,136) 953  (5,089) (11,071) (1,392) (9,679) 
Investment securities(411) (604) 193  (935) (1,225) 290  
Available for sale securities8,470  17,363  (8,893) 21,317  32,947  (11,630) 
Fair value option securities(3,393) (517) (2,876) 3,078  8,061  (4,983) 
Restricted equity securities(4,636) (2,565) (2,071) (5,087) (2,570) (2,517) 
Residential mortgage loans held for sale386  704  (318) (154) 602  (756) 
Loans(78,247) 23,060  (101,307) (115,062) 27,167  (142,229) 
Total tax-equivalent interest revenue(85,287) 38,667  (123,954) (112,238) 64,713  (176,951) 
Interest expense:
Transaction deposits(23,219) 8,448  (31,667) (15,066) 18,450  (33,516) 
Savings deposits(89) 19  (108) (123) 25  (148) 
Time deposits(2,130) 1,025  (3,155) (1,507) 1,499  (3,006) 
Funds purchased and repurchase agreements(8,662) 10,349  (19,011) (8,180) 17,945  (26,125) 
Other borrowings(42,746) (14,660) (28,086) (62,253) (20,147) (42,106) 
Subordinated debentures(262) (4) (258) (374)  (375) 
Total interest expense(77,108) 5,177  (82,285) (87,503) 17,773  (105,276) 
Tax-equivalent net interest revenue(8,179) 33,490  (41,669) (24,735) 46,940  (71,675) 
Change in tax-equivalent adjustment(851) (665) 
Net interest revenue$(7,328) $(24,070) 
Changes attributable to both volume and yield/rate are allocated to both volume and yield/rate on an equal basis.
- 7 -
  Three Months Ended
Sept. 30, 2019 / 2018
 Nine Months Ended
Sept. 30, 2019 / 2018
    
Change Due To1
   
Change Due To1
  Change Volume Yield/Rate Change Volume Yield/Rate
Tax-equivalent interest revenue:            
Interest-bearing cash and cash equivalents $(391) $(1,047) $656
 $(9,284) $(15,071) $5,787
Trading securities (2,873) (764) (2,109) 10,633
 11,295
 (662)
Investment securities (422) (605) 183
 (1,044) (1,958) 914
Available for sale securities 18,724
 13,469
 5,255
 42,022
 21,303
 20,719
Fair value option securities 6,827
 8,021
 (1,194) 10,821
 10,850
 (29)
Restricted equity securities 2,326
 2,354
 (28) 4,662
 4,159
 503
Residential mortgage loans held for sale (260) 14
 (274) (1,020) (782) (238)
Loans 69,071
 52,657
 16,414
 245,537
 160,739
 84,798
Total tax-equivalent interest revenue 93,002
 74,099
 18,903
 302,327
 190,535
 111,792
Interest expense:            
Transaction deposits 18,684
 6,805
 11,879
 53,441
 14,128
 39,313
Savings deposits 82
 15
 67
 232
 40
 192
Time deposits 3,616
 653
 2,963
 10,127
 896
 9,231
Funds purchased and repurchase agreements 11,963
 7,851
 4,112
 31,719
 17,771
 13,948
Other borrowings 17,614
 13,751
 3,863
 55,016
 21,239
 33,777
Subordinated debentures 1,788
 1,824
 (36) 5,283
 5,459
 (176)
Total interest expense 53,747
 30,899
 22,848
 155,818
 59,533
 96,285
Tax-equivalent net interest revenue 39,255
 43,200
 (3,945) 146,509
 131,002
 15,507
Change in tax-equivalent adjustment 1,042
     3,060
    
Net interest revenue $38,213
     $143,449
    
1

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


Other Operating Revenue

Other operating revenue was $186.5$232.7 million for the thirdsecond quarter of 2019, an $18.5 million increase over the third quarter of 2018 and2020, a $14.4$60.6 million increase over the second quarter of 2019. The third2019 and a $52.4 million increase over the first quarter of 2018 included a $15.4 million fee earned through the sale of client assets. This fee is excluded from the discussion below.2020. Lower mortgage interest rates have positively affected both our brokerage and trading and mortgage banking revenue, leading to increases of $20.8$21.5 million and $6.6 million over the third quarter of 2018, respectively, and $3.3 million and $2.0$25.8 million over the second quarter of 2019, respectively, and $11.2 million and $16.8 million over the first quarter of 2020, respectively.

Table 2 – Other Operating Revenue 
(In thousands)
 Three Months Ended
September 30,
 Increase (Decrease) % Increase (Decrease) Three Months Ended June 30, 2019 Increase (Decrease) % Increase (Decrease) Three Months Ended June 30,Increase (Decrease)% Increase (Decrease)Three Months Ended
Mar. 31, 2020
Increase (Decrease)% Increase (Decrease)
 2019 2018  20202019
Brokerage and trading revenue $43,840
 $23,086
 $20,754
 90 % $40,526
 $3,314
 8 %Brokerage and trading revenue$62,022  $40,526  $21,496  53 %$50,779  $11,243  22 %
Transaction card revenue 22,015
 21,396
 619
 3 % 21,915
 100
  %Transaction card revenue22,940  21,915  1,025  %21,881  1,059  %
Fiduciary and asset management revenue 43,621
 57,514
 (13,893) (24)% 45,025
 (1,404) (3)%Fiduciary and asset management revenue41,257  45,025  (3,768) (8)%44,458  (3,201) (7)%
Deposit service charges and fees 28,837
 27,765
 1,072
 4 % 28,074
 763
 3 %Deposit service charges and fees22,046  28,074  (6,028) (21)%26,130  (4,084) (16)%
Mortgage banking revenue 30,180
 23,536
 6,644
 28 % 28,131
 2,049
 7 %Mortgage banking revenue53,936  28,131  25,805  92 %37,167  16,769  45 %
Other revenue 17,626
 12,900
 4,726
 37 % 12,437
 5,189
 42 %Other revenue11,479  12,437  (958) (8)%12,309  (830) (7)%
Total fees and commissions revenue 186,119
 166,197

19,922
 12 % 176,108

10,011
 6 %Total fees and commissions revenue213,680  176,108  37,572  21 %192,724  20,956  11 %
Other gains (losses), net 4,544
 2,754
 1,790
 N/A
 3,480
 1,064
 N/A
Other gains (losses), net6,768  3,480  3,288  N/A(10,741) 17,509  N/A
Gain (loss) on derivatives, net 3,778
 (2,847) 6,625
 N/A
 11,150
 (7,372) N/A
Gain on derivatives, netGain on derivatives, net21,885  11,150  10,735  N/A18,420  3,465  N/A
Gain (loss) on fair value option securities, net 4,597
 (4,385) 8,982
 N/A
 9,853
 (5,256) N/A
Gain (loss) on fair value option securities, net(14,459) 9,853  (24,312) N/A68,393  (82,852) N/A
Change in fair value of mortgage servicing rights (12,593) 5,972
 (18,565) N/A
 (29,555) 16,962
 N/A
Change in fair value of mortgage servicing rights(761) (29,555) 28,794  N/A(88,480) 87,719  N/A
Gain (loss) on available for sale securities, net 5
 250
 (245) N/A
 1,029
 (1,024) N/A
Gain on available for sale securities, netGain on available for sale securities, net5,580  1,029  4,551  N/A 5,577  N/A
Total other operating revenue $186,450
 $167,941
 $18,509
 11 % $172,065
 $14,385
 8 %Total other operating revenue$232,693  $172,065  $60,628  35 %$180,319  $52,374  29 %
              
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 commissions revenue are a significant part of our business strategy and represented 4043 percent of total revenue for the thirdsecond quarter of 2019,2020, excluding provision for credit losses and gains and losses on other assets, securities and derivatives and the change in the fair value of mortgage servicing rights. We believe that a variety of fee revenue sources provides an offset to changes in interest rates, values in the equity markets, commodity prices and consumer spending, all of which can be volatile. As an example of this strength, many of the economic factors such as rising interest rates resulting in growtha decline in mortgage related trading activities and mortgage production volumes, may also increase net interest revenue or fiduciary and asset management revenue, may also decrease mortgage production volumes.revenue. We expect growth in other operating revenue to come through offering new products and services and by further development of our presence in other markets. However, current and future economic conditions, including the recent impact of the COVID-19 pandemic, regulatory constraints, increased competition and saturation in our existing markets could affect the rate of future increases.

Brokerage and Trading Revenue

Brokerage and trading revenue, which includes revenues from trading, customer hedging, retail brokerage and investment banking, increased $20.8$21.5 million or 9053 percent compared to the thirdsecond quarter of 2018.2019.


- 8 -


Trading revenue includes net realized and unrealized gains and losses primarily related to sales of U.S. government securities, residential mortgage-backed securities guaranteed by U.S. government agencies and related derivative instruments that enable our mortgage-banking customers to manage their market risk. Trading revenue also includes net realized and unrealized gains and losses on municipal securities, and asset-backed securities and other financial instruments that we sell to institutional customers, and related derivative instruments.along with changes in the fair value of financial instruments we hold as economic hedges against market risk of our trading securities. Trading revenue was $24.1$43.9 million for the thirdsecond quarter of 2019,2020, a $19.3$22.0 million or 399101 percent increase compared to the thirdsecond quarter of 2018. Lower2019. Industry-wide mortgage interestloan production grew in the second quarter of 2020 driven by lower rates have ledas the Federal Reserve stepped in to provide market stability. We increased our bond trading activity. This increase also includespipeline to provide greater liquidity to the housing market during a shift from our customer hedging portfolio.time of record loan production volumes.

Customer hedging revenue is based primarily on realized and unrealized changes in the fair value of derivative contracts held for customer risk management programs. As more fully discussed under Customer Derivative Programs in Note 3 of the Consolidated Financial Statements, we offer commodity, interest rate, foreign exchange and equity derivatives to our customers. Customer hedging revenue totaled $4.7$6.2 million for the thirdsecond quarter of 2019, a $3.8 million2020, an $896 thousand or 4517 percent decrease compared to the third quarter of 2018. The decrease is primarily due to a shift in the mix of our to-be-announced residential mortgage backed securities contracts from our customer hedging program to our U.S. government agency residential mortgage-backed trading program. The resulting increased activity remains within our established market risk limits as discussed further in Management's Discussion & Analysis – Market Risk section following.

Investment banking revenue, which includes fees earned upon completion of underwriting and financial advisory services and loan syndication fees, totaled $3.9 million, a $2.8 million increase compared to the thirdsecond quarter of 2018. Changes in investment banking revenue are primarily related to the timing and volume of completed transactions.

Insurance brokerage fees increased $2.7 million compared to the third quarter of 2018 due to the addition of CoBiz.2019.
Brokerage and trading revenue increased $3.3$11.2 million compared to the previous quarter, primarily due to increased trading activity as a result of lowerquarter. Continued low mortgage interest rates combined withhave increased syndication activity.mortgage production as well as related trading activity, which grew trading revenue $9.5 million. Customer hedging revenue also increased $3.0 million as existing customers increased energy hedging activities in the volatile environment.

Fiduciary and Asset Management Revenue

Fiduciary and asset management revenue is earned through managing or holding of assets for customers and executing transactions or providing related services. Approximately 90 percent of fiduciary and asset management revenue is primarily based on the fair value of assets. Rates applied to asset values vary based on the nature of the relationship. Fiduciary relationships and managed asset relationships generally have higher fee rates than non-fiduciary and/or managed relationships. Fiduciary and asset management revenue increased $1.5decreased $3.8 million or 48 percent compared to the third quarter of 2018. Fiduciary and asset management revenue decreased $1.4 million or 3 percent compared the second quarter of 2019 primarilyand $3.2 million compared to the first quarter of 2020. The decrease is largely due to seasonal tax fees earnedthe decline in the second quarter.



fair value of average assets combined with the addition of approximately $1.1 million in fee waivers. A distribution of assets under management or administration and related fiduciary and asset management revenue follows:

Table 3 -- Assets Under Management or Administration
Three Months Ended
June 30, 2020June 30, 2019March 31, 2020
 Balance
Revenue1
Margin2
Balance
Revenue1
Margin2
Balance
Revenue1
Margin2
Managed fiduciary assets:
Personal$9,786,686  $23,826  0.97 %$8,516,076  $26,134  1.23 %$8,796,030  $23,609  1.07 %
Institutional13,568,898  6,872  0.20 %14,286,046  6,283  0.18 %12,186,588  7,347  0.24 %
Total managed fiduciary assets23,355,584  30,698  0.53 %22,802,122  32,417  0.57 %20,982,618  30,956  0.59 %
Non-managed assets:
Fiduciary27,205,000  10,142  0.15 %26,494,774  12,275  0.19 %26,070,483  13,132  0.20 %
Non-fiduciary12,831,130  417  0.01 %15,894,874  333  0.01 %13,176,722  370  0.01 %
Safekeeping and brokerage assets under administration16,060,788  —  — %16,582,832  —  — %15,554,006  —  — %
Total non-managed assets56,096,918  10,559  0.08 %58,972,480  12,608  0.09 %54,801,211  13,502  0.10 %
Total assets under management or administration$79,452,502  $41,257  0.21 %$81,774,602  $45,025  0.22 %$75,783,829  $44,458  0.23 %
 Three Months Ended
 September 30, 2019 September 30, 2018 June 30, 2019
 Balance 
Revenue1
 
Margin2
 Balance 
Revenue1
 
Margin2
 Balance 
Revenue1
 
Margin2
Managed fiduciary assets:
Personal$8,513,380
 $23,619
 1.11% $8,076,312
 $22,921
 1.14% $8,516,076
 $26,134
 1.23%
Institutional14,796,223
 5,846
 0.16% 13,568,115
 5,504
 0.16% 14,286,046
 6,283
 0.18%
Total managed fiduciary assets23,309,603
 29,465
 0.51% 21,644,427
 28,425
 0.53% 22,802,122
 32,417
 0.57%
                  
Non-managed assets:
Fiduciary25,950,094
 13,910
 0.21% 23,915,680
 28,591
3 
0.48% 26,494,774
 12,275
 0.19%
Non-fiduciary15,133,544
 246
 0.01% 16,146,102
 498
 0.01% 15,894,874
 333
 0.01%
Safekeeping and brokerage assets under administration16,403,708
 
 % 15,921,806
 
 % 16,582,832
 
 %
Total non-managed assets57,487,346
 14,156
 0.10% 55,983,588
 29,089
 0.21% 58,972,480
 12,608
 0.09%
                  
Total assets under management or administration$80,796,949
 $43,621
 0.22% $77,628,015
 $57,514
 0.30% $81,774,602
 $45,025
 0.22%
1
Fiduciary and asset management revenue includes asset-based and other fees associated with the assets.
2
Annualized revenue divided by period-end balance.
3 A $15.4 million fee earned through client asset management added 8 basis points torevenue includes asset-based and other fees associated with the margin in the third quarter of 2018.assets.
Annualized revenue divided by period-end balance.

- 9 -


A summary of changes in assets under management or administration for the three months ended SeptemberJune 30, 20192020 and 20182019 follows:

Table 4 -- Changes in Assets Under Management or Administration
Three Months Ended June 30,
20202019
Beginning balance$75,783,829  $78,852,284  
Net inflows (outflows)(1,219,567) 1,075,070  
Net change in fair value4,888,240  1,847,248  
Ending balance$79,452,502  $81,774,602  
  Three Months Ended
September 30,
  2019 2018
Beginning balance $81,774,602
 $78,873,446
Net inflows (outflows) (1,230,466) (2,921,653)
Net change in fair value 252,813
 1,676,222
Ending balance $80,796,949
 $77,628,015

Mortgage Banking Revenue

Mortgage banking revenue increased $6.6$25.8 million or 2892 percent compared to the thirdsecond quarter of 2018.2019. Mortgage loan production volumes increased $315$262 million or 5332 percent as average primary mortgage interest rates have decreased. The gain on sale margin increased 30219 basis points to 1.513.65 percent in the thirdsecond quarter of 2019.2020. A rapid decrease in interest rates has led to increased application demand, especially refinance demand, and industry-wide capacity constraints.

Mortgage banking revenue increased $2.0$16.8 million or 745 percent compared to the secondfirst quarter of 2019.2020. Lower mortgage interest rates during the quarter led to an increase in mortgage production.production of 2 percent over an already strong first quarter. Gain on sale margin improved 5159 basis points over the prior quarter.quarter due to industry-wide capacity constraints.



Table 5 – Mortgage Banking Revenue 
(In thousands)
 Three Months Ended June 30,Increase (Decrease)% Increase (Decrease)Three Months Ended
Mar. 31, 2020
Increase (Decrease)% Increase (Decrease)
 20202019
Mortgage production revenue$39,185  $11,869  $27,316  230 %$21,570  $17,615  82 %
Mortgage loans funded for sale$1,184,249  $729,841  $548,956  
Add: Current period end outstanding commitments546,304  344,087  657,570  
Less: Prior period end outstanding commitments657,570  263,434  158,460  
Total mortgage production volume$1,072,983  $810,494  $262,489  32 %$1,048,066  $24,917  %
Mortgage loan refinances to mortgage loans funded for sale71 %31 %4,000  bps57 %1,400  bps
Gains on sale margin3.65 %1.46 %219  bps2.06 %159  bps
Primary mortgage interest rates:
Average3.24 %4.01 %(77) bps3.51 %(27) bps
Period end3.13 %3.73 %(60) bps3.33 %(20) bps
Mortgage servicing revenue$14,751  $16,262  $(1,511) (9)%$15,597  $(846) (5)%
Average outstanding principal balance of mortgage loans serviced for others19,319,872  21,418,690  (2,098,818) (10)%20,416,546  (1,096,674) (5)%
Average mortgage servicing revenue rates0.31 %0.30 % bp0.31 %—  bp
  Three Months Ended
September 30,
 Increase (Decrease) % Increase (Decrease) Three Months Ended June 30, 2019 Increase (Decrease) % Increase (Decrease)
  2019 2018    
Mortgage production revenue $13,814
 $7,250
 $6,564
 91 % $11,869
 $1,945
 16 %
               
Mortgage loans funded for sale $877,280
 $651,076
 

 

 $729,841
    
Add: Current period end outstanding commitments 379,377
 197,752
     344,087
    
Less: Prior period end outstanding commitments 344,087
 251,231
     263,434
    
Total mortgage production volume $912,570
 $597,597
 $314,973
 53 % $810,494
 $102,076
 13 %
               
Mortgage loan refinances to mortgage loans funded for sale 56% 23% 3,300 bps   31% 2,500 bps  
Gains on sale margin 1.51% 1.21% 30 bps   1.46% 5 bps  
Primary mortgage interest rates:              
Average 3.66% 4.57% (91) bps   4.01% (35) bps  
Period end 3.64% 4.72% (108) bps   3.73% (9) bps  
               
Mortgage servicing revenue $16,366
 $16,286
 $80
  % $16,262
 $104
 1 %
Average outstanding principal balance of mortgage loans serviced for others 21,172,874
 21,895,041
 (722,167) (3)% 21,418,690
 (245,816) (1)%
               
Average mortgage servicing revenue rates 0.31% 0.30% 1 bp   0.30% 1 bp  

Primary rates disclosed in Table 5 above represent rates generally available to borrowers on 30 year conforming mortgage loans.

- 10 -


Service Charges

Deposit service charges and fees decreased $6.0 million compared to the second quarter of 2019 and $4.1 million compared to the first quarter of 2020. This decrease was due in part to "shelter in place" orders that led to lower activity and also to certain fee waivers in order to help our customers during uncertain times caused by the pandemic.

Net gains on other assets, securities and derivatives

Other net gains totaled $6.8 million in the second quarter of 2020 compared to other net gains of $3.5 million in the second quarter of 2019 and other net losses of $10.7 million in the first quarter of 2020. These fluctuations are primarily related to changes in the fair value of investments related to deferred compensation that are largely offset in deferred compensation expense. The first quarter of 2020 also included a $3.1 million impairment of an energy fund investment.

As discussed in the Market Risk section following, the fair value of our mortgage servicing rights ("MSRs") changes in response to changes in primary mortgage loan rates and other assumptions. We attempt to mitigate the earnings volatility caused by changes in the fair value of MSRs by designating certain financial instruments as an economic hedge. Changes in the fair value of these instruments are generally expected to partially offset changes in the fair value of MSRs. In the second quarter of 2020, we completed a sale of mortgage servicing rights on $1.6 billion of unpaid principal balance, primarily related to loans guaranteed by the Veteran's Administration. This sale was completed to reduce exposure to out of footprint MSRs with higher credit risk where no other relationships with the borrower exist. The increasefair value of contracts held as an economic hedge increased in the total economic costsecond quarter of changes in2020 while the fair value of mortgage servicing rights, netMSRs was largely unchanged. Interest rate movements between the date we established the transaction price and the closing date of economic hedges is due to the combination of unhedgeable factors and significant mortgage interest rate volatility during the year.sale produced positive results.

Table 6 - Gain (Loss) on Mortgage Servicing Rights
(In thousands)
 Three Months Ended
 June 30, 2020Mar. 31, 2020June 30, 2019
Gain on mortgage hedge derivative contracts, net$21,815  $18,371  $11,128  
Gain (loss) on fair value option securities, net(14,459) 68,393  9,853  
Gain on economic hedge of mortgage servicing rights, net7,356  86,764  20,981  
Loss on change in fair value of mortgage servicing rights(761) (88,480) (29,555) 
Gain (loss) on changes in fair value of mortgage servicing rights, net of economic hedges included in other operating revenue6,595  (1,716) (8,574) 
Net interest revenue on fair value option securities1
2,702  4,268  1,296  
Total economic benefit (cost) of changes in the fair value of mortgage servicing rights, net of economic hedges$9,297  $2,552  $(7,278) 
1Actual interest earned on fair value option securities less internal transfer-priced cost of funds.

- 11 -
  Three Months Ended
  Sept. 30, 2019 June 30, 2019 Sept. 30, 2018
Gain (loss) on mortgage hedge derivative contracts, net $3,742
 $11,128
 $(2,843)
Gain (loss) on fair value option securities, net 4,597
 9,853
 (4,385)
Gain (loss) on economic hedge of mortgage servicing rights, net 8,339
 20,981
 (7,228)
Gain (loss) on change in fair value of mortgage servicing rights (12,593) (29,555) 5,972
Gain (loss) on changes in fair value of mortgage servicing rights, net of economic hedges included in other operating revenue (4,254) (8,574) (1,256)
Net interest revenue on fair value option securities1
 1,245
 1,296
 1,100
Total economic benefit (cost) of changes in the fair value of mortgage servicing rights, net of economic hedges $(3,009) $(7,278) $(156)
1

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



Other Operating Expense

Other operating expense for the thirdsecond quarter of 20192020 totaled $279.3$295.4 million, up $26.7 million compared to the third quarteran increase of 2018 and $2.2$18.3 million compared to the second quarter of 2019. Operating expenses in2019 and $26.8 million compared to the thirdfirst quarter of 2019 included $20.8 million of CoBiz operating expenses. 

2020.

Table 7 – Other Operating Expense
(In thousands)
 Three Months Ended
September 30,
 Increase (Decrease) 
%
Increase (Decrease)
 Three Months Ended June 30, 2019 Increase (Decrease) 
%
Increase (Decrease)
Three Months Ended June 30,Increase (Decrease)%
Increase (Decrease)
Three Months Ended
Mar. 31, 2020
Increase (Decrease)%
Increase (Decrease)
 2019 2018  20202019
Regular compensation $97,014
 $86,262
 $10,752
 12 % $98,247
 $(1,233) (1)%Regular compensation$99,267  $98,247  $1,020  %$97,760  $1,507  %
Incentive compensation:     

 

      Incentive compensation:
Cash-based 38,316
 31,430
 6,886
 22 % 33,155
 5,161
 16 %Cash-based47,209  33,155  14,054  42 %36,189  11,020  30 %
Share-based 3,471
 3,935
 (464) (12)% 2,734
 737
 (27)%Share-based2,815  2,734  81  %3,108  (293) %
Deferred compensation 1,124
 2,126
 (1,002) N/A
 1,534
 (410) N/A
Deferred compensation5,932  1,534  4,398  N/A(5,673) 11,605  N/A
Total incentive compensation 42,911
 37,491
 5,420
 14 % 37,423
 5,488
 15 %Total incentive compensation55,956  37,423  18,533  50 %33,624  22,332  66 %
Employee benefits 22,648
 19,778
 2,870
 15 % 24,672
 (2,024) (8)%Employee benefits21,012  24,672  (3,660) (15)%24,797  (3,785) (15)%
Total personnel expense 162,573
 143,531
 19,042
 13 % 160,342
 2,231
 1 %Total personnel expense176,235  160,342  15,893  10 %156,181  20,054  13 %
Business promotion 8,859
 7,620
 1,239
 16 % 10,142
 (1,283) (13)%Business promotion1,935  10,142  (8,207) (81)%6,215  (4,280) (69)%
Charitable contributions to BOKF Foundation 
 
 
 N/A
 1,000
 (1,000) N/A
Charitable contributions to BOKF Foundation3,000  1,000  2,000  N/A—  3,000  N/A
Professional fees and services 12,312
 13,209
 (897) (7)% 13,002
 (690) (5)%Professional fees and services12,161  13,002  (841) (6)%12,948  (787) (6)%
Net occupancy and equipment 27,558
 23,394
 4,164
 18 % 26,880
 678
 3 %Net occupancy and equipment30,675  26,880  3,795  14 %26,061  4,614  18 %
Insurance 4,220
 6,232
 (2,012) (32)% 6,454
 (2,234) (35)%Insurance5,156  6,454  (1,298) (20)%4,980  176  %
Data processing and communications 31,915
 31,665
 250
 1 % 29,735
 2,180
 7 %Data processing and communications32,942  29,735  3,207  11 %32,743  199  %
Printing, postage and supplies 3,825
 3,837
 (12)  % 4,107
 (282) (7)%Printing, postage and supplies3,502  4,107  (605) (15)%4,272  (770) (18)%
Net losses and operating expenses of repossessed assets 1,728
 4,044
 (2,316) (57)% 580
 1,148
 198 %Net losses and operating expenses of repossessed assets1,766  580  1,186  204 %1,531  235  15 %
Amortization of intangible assets 5,064
 1,603
 3,461
 216 % 5,138
 (74) (1)%Amortization of intangible assets5,190  5,138  52  %5,094  96  %
Mortgage banking costs 14,975
 11,741
 3,234
 28 % 11,545
 3,430
 30 %Mortgage banking costs15,598  11,545  4,053  35 %10,545  5,053  48 %
Other expense 6,263
 5,741
 522
 9 % 8,212
 (1,949) (24)%Other expense7,227  8,212  (985) (12)%8,054  (827) (10)%
Total other operating expense $279,292
 $252,617
 $26,675
 11 % $277,137
 $2,155
 1 %Total other operating expense$295,387  $277,137  $18,250  %$268,624  $26,763  10 %
              
Average number of employees (full-time equivalent) 5,101
 4,870
 231
 5 % 5,123
 (22)  %Average number of employees (full-time equivalent)5,037  5,123  (86) (2)%5,075  (38) (1)%
Certain percentage increases (decreases) are not meaningful for comparison purposes.

Personnel expense

Personnel expense increased $19.0$15.9 million over the third quarter of 2018. CoBiz operating expenses added $13.4 millioncompared to the third quarter of 2019. The remaining increase of $5.7 million is largely attributed to standard annual merit increases in regular compensation and incentive compensation.
Personnel expense increased $2.2 million compared the second quarter of 2019. Incentive compensation increased $5.5$18.5 million. Cash based incentive compensation increased $14.1 million, ledlargely due to increased mortgage-backed securities trading activity. Deferred compensation increased $4.4 million; however, this is largely offset by an increase in cashthe value of related investments included in Other gains (losses). Employee benefits decreased $3.7 million. Due to the COVID-19 pandemic, many elective procedures have been put on hold and only essential services performed driving down employee healthcare costs.
Personnel expense increased $20.1 million compared the first quarter of 2020. Incentive compensation increased $22.3 million. Cash based incentive compensation increased $11.0 million, primarily due to increased sales activities in wealth management and commercial banking. Increased incentivemortgage-backed securities trading activity. Deferred compensation was partiallyincreased $11.6 million. This is largely offset by a decreasean increase in regular compensationthe value of $1.2 million and employee benefits of $2.0 million.related investments included in Other gains (losses). Employee benefits expense was down largely due todecreased $3.8 million led by a seasonal decrease in payroll taxes.taxes and retirement plan expenses.
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Non-personnel operating expense

Non-personnel operating expense increased $7.6$2.4 million over the third quarter of 2018. CoBiz operating expenses added $7.4 million to the third quarter of 2019. Mortgage banking costs increased $3.2 million due to increased prepayment speeds as mortgage interest rates decline resulting in increased amortization of mortgage servicing rights. Occupancy and equipment expense increased $2.2 million, largely related to the Cobiz acquisition. Insurance expense decreased $2.6 million primarily due to the elimination of a large bank deposit insurance surcharge assessed by the FDIC. Net losses and expenses on repossessed assets decreased $2.3 million due to decreased expenses on certain oil and gas properties and a writedown on a healthcare property in the third quarter of 2018. Professional fees and services decreased $1.2 million largely due to CoBiz acquisition costs in the third quarter of 2018.
Non-personnel expense was relatively consistent compared to the second quarter of 2019. Mortgage banking costs increased $3.4$4.1 million primarily due to an increase in amortizationadditional accruals related to default servicing and loss mitigation costs on loans serviced for others. Occupancy and equipment expenses increased $3.8 million, largely due to the impairment of mortgage servicing rights as lower interest rates drive an increase in prepayment speeds. In addition, datatwo leases where assumptions regarding subleasing changed due to deteriorating economic conditions. Data processing and communications expense increased $2.2$3.2 million, and net losses and expensesprimarily due to technology project costs. A $3.0 million charitable contribution was also made to the BOKF Foundation in the second quarter of repossessed assets increased $1.1 million.
Insurance expense decreased $2.22020. These increases were partially offset by a decrease of $8.2 million other expense decreased $1.9 million, andin business promotion expense, primarily related to a combination of decreased $1.3 million, all followingtravel and entertainment expense due to the pandemic and decreased advertising costs. We experienced higher activitythan usual advertising costs in the second quarter of 2019 largely related toas we worked on brand recognition advertising in our Arizona and Colorado markets following the CoBiz acquisition.
Non-personnel expense increased $6.7 million compared to the first quarter of 2020. Mortgage banking costs increased $5.1 million. Accruals related to default servicing and loss mitigation costs on loans serviced for others increased $2.8 million due to changes in our portfolio and loan counts, delinquency levels, and additional accruals related to losses on loans in forbearance. Increased amortization of mortgage servicing rights from actual prepayments also added $1.7 million to mortgage banking costs during the second quarter of 2020. Occupancy and equipment expense increased $4.6 million as impairment charges were incurred on two leases. These increases were partially offset by a decrease of $4.3 million in business promotion costs, largely related to reduced travel and entertainment expenses.
Income Taxes

The effective tax rate was 18.619.7 percent for the third quarter of 2019, 22.8 percent for the third quarter of 2018 and 21.4 percent second quarter of 2019. Income tax expense decreased $5.2 million compared to2020, 21.4 percent for the second quarter of 2019 primarily due toand 21.8 percent for the completionfirst quarter of 20182020. The effective tax filings andrate decreased for the second quarter of 2020 as a result of a decrease in forecasted net income before tax credit projects.for 2020.
Lines of Business

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

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

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

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

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


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

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

As shown in Table 8, net income attributable to our lines of business was up $19.6decreased $1.9 million or 16 percent overcompared to the thirdsecond quarter of 2018.2019. Net interest revenue grewdecreased by $38.7$52.9 million overcompared to the prior year, primarily due to decreases in the CoBiz acquisition combined with growthshort-term interest rate related to a 225 basis point reduction in average loan balances.the federal funds rate by the Federal Reserve since the middle of 2019. Other operating revenue increased by $21.3$45.3 million led by our brokerage and operatingtrading and mortgage banking businesses. Operating expense increased by $28.2$11.9 million compared to the thirdsecond quarter of 2018.2019, largely due to increased incentive compensation related to trading activities.

Net interest revenue decreased $3.0 million compared to the first quarter of 2020 as we started to see some of the effects of recent rate cuts by the Federal Reserve. Other operating revenue increased $30.6 million. Continued low mortgage interest rates drove increases in mortgage banking revenue of $16.7 million and brokerage and trading revenue of $12.5 million. Other operating expense increased $8.7 million, largely driven by increased incentive compensation related to trading activities. Net income attributed to Funds Management and other in the third quarter was positively affected by the increaseprovision for expected credit losses in our available-for-sale securities portfolioexcess of net charge-offs of $121.2 million in the second quarter of 2020 and $76.6 million in the impactfirst quarter of lower interest rates on the transfer pricing of funds provided by the operating segments.

2020.

Table 8 -- Net Income by Line of Business
(In thousands)
 Three Months Ended
September 30,
 Increase (Decrease) % Increase (Decrease) Three Months Ended June 30, 2019 Increase (Decrease) % Increase (Decrease) Three Months Ended June 30,Increase (Decrease)% Increase (Decrease)Three Months Ended
Mar. 31, 2020
Increase (Decrease)% Increase (Decrease)
 2019 2018  20202019
Commercial Banking $101,573
 $84,964
 $16,609
 20 % $106,936
 $(5,363) (5)%Commercial Banking$80,992  $106,280  $(25,288) (24)%$74,975  $6,017  %
Consumer Banking 16,640
 8,015
 8,625
 108 % 16,342
 298
 2 %Consumer Banking31,900  16,342  15,558  95 %22,921  8,979  39 %
Wealth Management 23,206
 28,866
 (5,660) (20)% 25,544
 (2,338) (9)%Wealth Management33,394  25,544  7,850  31 %22,573  10,821  48 %
Subtotal 141,419
 121,845
 19,574
 16 % 148,822
 (7,403) (5)%Subtotal146,286  148,166  (1,880) (1)%120,469  25,817  21 %
Funds Management and other 812
 (4,589) 5,401
 N/A
 (11,259) 12,071
 N/A
Funds Management and other(81,593) (10,603) (70,990) N/A(58,390) (23,203) N/A
Total $142,231
 $117,256
 $24,975
 21 % $137,563
 $4,668
 3 %Total$64,693  $137,563  $(72,870) (53)%$62,079  $2,614  %
Certain percentage increases (decreases) in non-fees and commissions revenue are not meaningful for comparison purposes based on the nature of the item.


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Commercial Banking

Commercial Banking contributed $101.6$81.0 million to consolidated net income in the thirdsecond quarter of 2019, an increase2020, a decrease of $16.6$25.3 million or 2024 percent overcompared to the thirdsecond quarter of 2018. Growth in net interest revenue and fees and commissions revenue was partially offset by increased operating expense.

2019.

Table 9 -- Commercial Banking
(Dollars in thousands)
 Three Months Ended
September 30,
 Increase (Decrease) % Increase (Decrease) Three Months Ended June 30, 2019 Increase (Decrease) % Increase (Decrease) Three Months Ended June 30,Increase (Decrease)% Increase (Decrease)Three Months Ended
Mar. 31, 2020
Increase (Decrease)% Increase (Decrease)
 2019 2018  20202019
Net interest revenue from external sources $243,944
 $187,417
 $56,527
 30% $251,084
 $(7,140) (3)%Net interest revenue from external sources$174,314  $251,084  $(76,770) (31)%$201,902  $(27,588) (14)%
Net interest expense from internal sources (63,797) (42,270) (21,527) 51% (65,470) 1,673
 (3)%Net interest expense from internal sources(29,205) (66,613) 37,408  (56)%(50,495) 21,290  (42)%
Total net interest revenue 180,147
 145,147
 35,000
 24% 185,614
 (5,467) (3)%Total net interest revenue145,109  184,471  (39,362) (21)%151,407  (6,298) (4)%
Net loans charged off 9,505
 8,047
 1,458
 18% 6,823
 2,682
 39 %Net loans charged off13,762  6,823  6,939  102 %16,880  (3,118) (18)%
Net interest revenue after net loans charged off 170,642
 137,100
 33,542
 24% 178,791
 (8,149) (5)%Net interest revenue after net loans charged off131,347  177,648  (46,301) (26)%134,527  (3,180) (2)%
              
Fees and commissions revenue 46,159
 39,391
 6,768
 17% 41,105
 5,054
 12 %Fees and commissions revenue46,515  41,105  5,410  13 %41,459  5,056  12 %
Other gains, net 2,673
 1,131
 1,542
 N/A
 506
 2,167
 N/A
Other gains (losses), netOther gains (losses), net1,383  506  877  N/A(3,239) 4,622  N/A
Other operating revenue 48,832
 40,522
 8,310
 21% 41,611
 7,221
 17 %Other operating revenue47,898  41,611  6,287  15 %38,220  9,678  25 %
              
Personnel expense 43,705
 31,263
 12,442
 40% 42,268
 1,437
 3 %Personnel expense39,873  42,620  (2,747) (6)%37,020  2,853  %
Non-personnel expense 24,980
 19,776
 5,204
 26% 20,679
 4,301
 21 %Non-personnel expense23,060  20,795  2,265  11 %23,732  (672) (3)%
Other operating expense 68,685
 51,039
 17,646
 35% 62,947
 5,738
 9 %Other operating expense62,933  63,415  (482) (1)%60,752  2,181  %
              
Net direct contribution 150,789
 126,583
 24,206
 19% 157,455
 (6,666) (4)%Net direct contribution116,312  155,844  (39,532) (25)%111,995  4,317  %
Gain (loss) on financial instruments, net 28
 (3) 31
 N/A
 20
 8
 N/A
Gain (loss) on repossessed assets, net 802
 (1,869) 2,671
 N/A
 2
 800
 N/A
Gain on financial instruments, netGain on financial instruments, net48  20  28  N/A49  (1) N/A
Gain on repossessed assets, netGain on repossessed assets, net191  —  191  N/A 182  N/A
Corporate expense allocations 12,613
 9,124
 3,489
 38% 11,385
 1,228
 11 %Corporate expense allocations5,437  10,652  (5,215) (49)%8,905  (3,468) (39)%
Income before taxes 139,006
 115,587
 23,419
 20% 146,092
 (7,086) (5)%Income before taxes111,114  145,212  (34,098) (23)%103,148  7,966  %
Federal and state income tax 37,433
 30,623
 6,810
 22% 39,156
 (1,723) (4)%Federal and state income tax30,122  38,932  (8,810) (23)%28,173  1,949  %
Net income $101,573
 $84,964
 $16,609
 20% $106,936
 $(5,363) (5)%Net income$80,992  $106,280  $(25,288) (24)%$74,975  $6,017  %
              
Average assets $23,973,067
 $18,499,979
 $5,473,088
 30% $22,910,071
 $1,062,996
 5 %Average assets$27,575,652  $22,910,724  $4,664,928  20 %$24,687,976  $2,887,676  12 %
Average loans 19,226,347
 15,321,600
 3,904,747
 25% 18,812,800
 413,547
 2 %Average loans19,262,827  18,812,800  450,027  %18,812,015  450,812  %
Average deposits 10,833,057
 8,633,204
 2,199,853
 25% 10,724,206
 108,851
 1 %Average deposits14,599,225  10,724,206  3,875,019  36 %11,907,386  2,691,839  23 %
Average invested capital 2,217,828
 1,382,983
 834,845
 60% 2,222,032
 (4,204)  %Average invested capital2,230,707  2,222,032  8,675  — %2,188,242  42,465  %
Certain percentage increases (decreases) in non-fees and commissions revenue are not meaningful for comparison purposes based on the nature of the item.

Net interest revenue increased $35.0decreased $39.4 million or 24 percent overcompared to the prior year, primarilysecond quarter of 2019. Net interest revenue decreased due to a combination of compressed loan spreads and lower deposit related net interest revenue as the allocationvalue of CoBiz to the business lines and an increase in average originated loan balances, split almost equally, along with increased yields. Yields on deposits sold to the funds management unit also went up due to the increase in short-termwas impacted by falling interest rates. Net loans charged-off increased $1.5$6.9 million.

Fees and commissions revenue increased $6.8$5.4 million or 1713 percent largely due to an increase in loan syndication fees based oncustomer energy hedging revenue as customers increased hedges due to the timingvolatile price environment. Operating expenses were relatively consistent with the second quarter of completed transactions. Operating2019. Corporate expense increased $17.6allocations decreased $5.2 million or 3549 percent compared to the third quarter of 2018. Personnel expense increased $12.4 million primarily due to the incorporation of CoBiz employees combined with standard annual merit increases. Non-personnel expense increased $5.2 million, primarily due to increased intangible asset amortization related to CoBiz. Corporate expense allocations increased $3.5 million or 38 percent over the prior year.



The average outstanding balance of loans attributed to Commercial Banking was up $3.9 billion$450 million or 252 percent over the thirdsecond quarter of 20182019 to $19.2$19.3 billion. See the Loans section of Management’s Discussion and Analysis of Financial Condition following for additional discussion of changes in commercial and commercial real estate loans, which are primarily attributed to the Commercial Banking segment. 
 
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Average deposits attributed to Commercial Banking were $10.8$14.6 billion for the thirdsecond quarter of 2020, a $3.9 billion or 36 percent increase over the second quarter of 2019, a 25 percent increase comparedlargely related to the third quarterinflow of 2018.deposits from the CARES Act and other government stimulus initiatives along with core customer growth. See Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital for further discussion of change.

Net interest revenue decreased $5.5$6.3 million or 34 percent compared to the secondfirst quarter of 20192020 largely as a result ofdue to a decrease in interest recoveries pairedloan spreads combined with a changedecline in the deposit mixvalue of deposits, as short term rates fell, from non-interest bearingthe Funds Management unit compared to interest bearing.the prior quarter. Fees and commissions revenue increased $5.1 million, largely due toled by an increase in loan syndication fees based oncustomer energy hedging revenue of $4.4 million. Other gains (losses), net also increased over the timingfirst quarter of completed transactions and an increase in revenue earned on repossessed assets2020, primarily related to certain oil and gas properties.an impairment charge recognized on an energy fund in the first quarter. Operating expense increased $5.7$2.2 million or 94 percent overcompared to the secondfirst quarter of 20192020, primarily due to a $1.4 million increase in personnel expense largely due to incentive compensation. Non-personnel expense increased $4.3 million largely due to expenses related to repossessed assets on certain oil and gas properties mentioned above.compensation costs.

Average loan balances increased $414$451 million or 2 percent and average customer deposits increased $109 million$2.7 billion or 123 percent over the secondfirst quarter of 2019.2020.




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Consumer Banking

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

Consumer Banking contributed $16.6$31.9 million to consolidated net income for the thirdsecond quarter of 2019,2020, an increase of $8.6$15.6 million over the thirdsecond quarter of 2018.2019. Improved performance by Consumer Banking was largely due to the effect of lower mortgage interest rates, which has increased mortgage banking activity and related revenue.

Changes in the fair value of mortgage servicing rights, net of economic hedges, increased pre-tax net income for the second quarter of 2020 by $6.6 million compared to an $8.6 million decrease in pre-tax net income in the second quarter of 2019.

Table 10 -- Consumer Banking
(Dollars in thousands)
 Three Months Ended
September 30,
 Increase (Decrease) % Increase (Decrease) Three Months Ended June 30, 2019 Increase (Decrease) % Increase (Decrease) Three Months Ended June 30,Increase (Decrease)% Increase (Decrease)Three Months Ended
Mar. 31, 2020
Increase (Decrease)% Increase (Decrease)
 2019 2018  20202019
Net interest revenue from external sources $27,580
 $20,005
 $7,575
 38% $25,300
 $2,280
 9 %Net interest revenue from external sources$18,795  $25,300  $(6,505) (26)%$25,876  $(7,081) (27)%
Net interest revenue from internal sources 20,882
 19,039
 1,843
 10% 27,415
 (6,533) (24)%Net interest revenue from internal sources20,475  27,415  (6,940) (25)%18,056  2,419  13 %
Total net interest revenue 48,462
 39,044
 9,418
 24% 52,715
 (4,253) (8)%Total net interest revenue39,270  52,715  (13,445) (26)%43,932  (4,662) (11)%
Net loans charged off 1,841
 1,451
 390
 27% 1,728
 113
 7 %Net loans charged off535  1,728  (1,193) (69)%1,256  (721) (57)%
Net interest revenue after net loans charged off 46,621
 37,593
 9,028
 24% 50,987
 (4,366) (9)%Net interest revenue after net loans charged off38,735  50,987  (12,252) (24)%42,676  (3,941) (9)%
              
Fees and commissions revenue 51,460
 44,039
 7,421
 17% 48,830
 2,630
 5 %Fees and commissions revenue67,192  48,830  18,362  38 %55,062  12,130  22 %
Other losses, net (239) (15) (224) N/A
 (19) (220) N/A
Other losses, net—  (19) 19  N/A—  —  N/A
Other operating revenue 51,221
 44,024
 7,197
 16% 48,811
 2,410
 5 %Other operating revenue67,192  48,811  18,381  38 %55,062  12,130  22 %
              
Personnel expense 23,665
 23,543
 122
 1% 24,377
 (712) (3)%Personnel expense23,821  24,377  (556) (2)%23,620  201  %
Non-personnel expense 36,034
 34,939
 1,095
 3% 33,317
 2,717
 8 %Non-personnel expense35,115  33,317  1,798  %31,173  3,942  13 %
Total other operating expense 59,699
 58,482
 1,217
 2% 57,694
 2,005
 3 %Total other operating expense58,936  57,694  1,242  %54,793  4,143  %
              
Net direct contribution 38,143
 23,135
 15,008
 65% 42,104
 (3,961) (9)%Net direct contribution46,991  42,104  4,887  12 %42,945  4,046  %
Gain (loss) on financial instruments, net 8,339
 (7,229) 15,568
 N/A
 20,981
 (12,642) N/A
Gain on financial instruments, netGain on financial instruments, net7,356  20,981  (13,625) N/A86,764  (79,408) N/A
Change in fair value of mortgage servicing rights (12,593) 5,972
 (18,565) N/A
 (29,555) 16,962
 N/A
Change in fair value of mortgage servicing rights(761) (29,555) 28,794  N/A(88,480) 87,719  N/A
Gain (loss) on repossessed assets, net 214
 (87) 301
 N/A
 92
 122
 N/A
Gain on repossessed assets, netGain on repossessed assets, net27  92  (65) N/A13  14  N/A
Corporate expense allocations 11,776
 11,037
 739
 7% 11,695
 81
 1 %Corporate expense allocations10,812  11,695  (883) (8)%10,487  325  %
Income before taxes 22,327
 10,754
 11,573
 108% 21,927
 400
 2 %Income before taxes42,801  21,927  20,874  95 %30,755  12,046  39 %
Federal and state income tax 5,687
 2,739
 2,948
 108% 5,585
 102
 2 %Federal and state income tax10,901  5,585  5,316  95 %7,834  3,067  39 %
Net income $16,640
 $8,015
 $8,625
 108% $16,342
 $298
 2 %Net income$31,900  $16,342  $15,558  95 %$22,921  $8,979  39 %
              
Average assets $9,827,130
 $8,323,543
 $1,503,587
 18% $9,212,667
 $614,463
 7 %Average assets$9,920,005  $9,212,667  $707,338  %$9,850,853  $69,152  %
Average loans 1,773,831
 1,719,679
 54,152
 3% 1,796,823
 (22,992) (1)%Average loans1,679,164  1,796,823  (117,659) (7)%1,711,703  (32,539) (2)%
Average deposits 6,983,018
 6,580,395
 402,623
 6% 6,998,677
 (15,659)  %Average deposits7,587,246  6,998,677  588,569  %6,869,481  717,765  10 %
Average invested capital 288,216
 285,521
 2,695
 1% 304,990
 (16,774) (5)%Average invested capital258,558  304,990  (46,432) (15)%274,384  (15,826) (6)%
Certain percentage increases (decreases) in non-fees and commissions revenue are not meaningful for comparison purposes based on the nature of the item.


- 17 -


Net interest revenue from Consumer Banking activities grewdeclined by $9.4$13.4 million or 2426 percent overcompared to the the thirdsecond quarter of 2018,2019, primarily due to an increasea decrease in the yield on deposits sold to our Funds Management unit. Average consumer deposits grew $403$589 million over the thirdsecond quarter of 20182019 with demand deposit balances increasing $330$398 million or 17 percent, largely due18 percent. Deposit growth was related to the allocation of acquired deposits.CARES Act funding and government stimulus payments in addition to core growth.

Fees and commissions revenue increased $7.4$18.4 million or 1738 percent over the thirdsecond quarter of 2018.2019. Lower mortgage interest rates increased mortgage loan origination volumes.volumes, particularly refinance volumes, which jumped to 71 percent of originations in the second quarter of 2020. Mortgage production volume increased $315$262 million or 5332 percent and gain on sale margin increased 30219 basis points.points due to industry-wide capacity constraints. Deposit service charges decreased $6.3 million, primarily due to reduced activity as a result of "shelter in place" initiatives as well as waived fees as a result of the pandemic. Operating expense increased by $1.2 million. An increase in mortgagemillion or 2 percent. Mortgage banking costs increased $4.0 million, largely related to accruals related to default servicing and loss mitigation costs on loans serviced for others. This was partiallylargely offset by decreasesa decrease in occupancy and equipmentbusiness promotion expense and professional fees and services.of 2.7 million, primarily due to rebranding efforts in the second quarter of 2019 following the CoBiz acquisition. Corporate expense allocations were $739$883 thousand or 78 percent higherlower than the prior year.

Changes in the fair value of mortgage servicing rights, net of economic hedges, decreasedincreased pre-tax net income for the thirdsecond quarter of 20192020 by $4.3$6.6 million compared to a $1.3an $8.6 million decrease in pre-tax net income in the thirdsecond quarter of 2018.2019. The completion of a sale of mortgage servicing rights on $1.6 billion of unpaid principal balance, primarily related to loans guaranteed by the Veteran's Administration, was a large contributor. The fair value of contracts held as an economic hedge increased while the fair value of the servicing rights was largely unchanged. Interest rate movements between the date the transaction price was established and the closing date of the sale produced positive results.

Net interest revenue from Consumer Banking activities decreased $4.3$4.7 million or 811 percent compared to the secondfirst quarter of 2019, primarily due to an decrease in the yield on deposits sold to our Funds Management unit.
2020. Operating revenue increased $2.4$12.1 million or 522 percent compared toover the secondfirst quarter of 2019.2020. Revenues from mortgage banking activities increased $2.0 million due to lower interest rates that drove an increase in mortgage origination.$16.7 million. Mortgage production volume increased $102$25 million or 132 percent and gainas a result of lower interest rates. Gain on sale margins climbed to 1.513.65 percent from 1.462.06 percent. Deposit service charge revenue decreased $3.9 million compared to the first quarter of 2020. We proactively waived certain fees in the second quarter to help customers throughout the uncertain time caused by the pandemic.

Operating expenses increased $2.0$4.1 million, nearly alllargely related to non-personnel expenses. Mortgage banking costs increased $3.4 millionhigher amortization of mortgage servicing rights and accruals related to increased payoffs as mortgage interest rates declined during the quarter. This increase was partially offset by a decrease in business promotion expensedefault servicing and personnel expense.loss mitigation costs on loans serviced for others.

Average consumer loans decreased $23$33 million or 12 percent. Average deposits were consistent comparedincreased $718 million or 10 percent, primarily due to funding related to the prior quarter.CARES Act as well as core growth.



- 18 -


Wealth Management

Wealth Management contributed $23.2$33.4 million to consolidated net income in the thirdsecond quarter of 2019, down $5.72020, an increase of $7.9 million or 2031 percent compared to the thirdsecond quarter of 2018. The third quarter of 2018 included an after tax benefit of $11.5 million as a result of a fee earned on the sale of client assets. This fee is excluded2019. Increased fees and commissions revenue, primarily from the discussion below.


residential mortgage-backed securities trading, was partially offset by related incentive compensation costs.


Table 11 -- Wealth Management
(Dollars in thousands)
 Three Months Ended June 30,Increase (Decrease)% Increase (Decrease)Three Months Ended
Mar. 31, 2020
Increase (Decrease)% Increase (Decrease)
 20202019
Net interest revenue from external sources$34,359  $17,222  $17,137  100 %$14,366  $19,993  139 %
Net interest revenue from internal sources(7,479) 9,719  (17,198) (177)%4,538  (12,017) (265)%
Total net interest revenue26,880  26,941  (61) — %18,904  7,976  42 %
Net loans charged off (recovered)(89) (48) (41) 85 %(48) (41) 85 %
Net interest revenue after net loans charged off (recovered)26,969  26,989  (20) — %18,952  8,017  42 %
Fees and commissions revenue106,757  85,925  20,832  24 %97,881  8,876  %
Other gains (losses), net(83) 92  (175) N/A—  (83) N/A
Other operating revenue106,674  86,017  20,657  24 %97,881  8,793  %
Personnel expense61,909  50,080  11,829  24 %56,443  5,466  10 %
Non-personnel expense18,658  19,372  (714) (4)%21,749  (3,091) (14)%
Other operating expense80,567  69,452  11,115  16 %78,192  2,375  %
Net direct contribution53,076  43,554  9,522  22 %38,641  14,435  37 %
Corporate expense allocations8,204  9,168  (964) (11)%8,265  (61) (1)%
Income before taxes44,872  34,386  10,486  30 %30,383  14,489  48 %
Federal and state income tax11,478  8,842  2,636  30 %7,810  3,668  47 %
Net income$33,394  $25,544  $7,850  31 %$22,573  $10,821  48 %
Average assets$15,721,452  $9,849,396  $5,872,056  60 %$12,723,412  $2,998,040  24 %
Average loans1,709,363  1,647,680  61,683  %1,705,735  3,628  — %
Average deposits8,385,681  6,220,848  2,164,833  35 %7,623,986  761,695  10 %
Average invested capital295,245  274,050  21,195  %288,264  6,981  %
  Three Months Ended
September 30,
 Increase (Decrease) % Increase (Decrease) Three Months Ended June 30, 2019 Increase (Decrease) % Increase (Decrease)
  2019 2018     
Net interest revenue from external sources $12,343
 $22,509
 $(10,166) (45)% $17,222
 $(4,879) (28)%
Net interest revenue from internal sources 10,723
 6,267
 4,456
 71 % 9,719
 1,004
 10 %
Total net interest revenue 23,066
 28,776
 (5,710) (20)% 26,941
 (3,875) (14)%
Net loans charged off (recovered) (42) (84) 42
 (50)% (48) 6
 (13)%
Net interest revenue after net loans charged off (recovered) 23,108
 28,860
 (5,752) (20)% 26,989
 (3,881) (14)%
               
Fees and commissions revenue 89,422
 83,562
 5,860
 7 % 85,925
 3,497
 4 %
Other gains (losses), net (262) (205) (57) N/A
 92
 (354) N/A
Other operating revenue 89,160
 83,357
 5,803
 7 % 86,017
 3,143
 4 %
               
Personnel expense 52,316
 45,572
 6,744
 15 % 50,080
 2,236
 4 %
Non-personnel expense 19,303
 16,684
 2,619
 16 % 19,372
 (69)  %
Other operating expense 71,619
 62,256
 9,363
 15 % 69,452
 2,167
 3 %
               
Net direct contribution 40,649
 49,961
 (9,312) (19)% 43,554
 (2,905) (7)%
Corporate expense allocations 9,416
 11,127
 (1,711) (15)% 9,168
 248
 3 %
Income before taxes 31,233
 38,841
 (7,608) (20)% 34,386
 (3,153) (9)%
Federal and state income tax 8,027
 9,975
 (1,948) (20)% 8,842
 (815) (9)%
Net income $23,206
 $28,866
 $(5,660) (20)% $25,544
 $(2,338) (9)%
               
Average assets $10,392,988
 $8,498,363
 $1,894,625
 22 % $9,849,396
 $543,592
 6 %
Average loans 1,671,102
 1,439,774
 231,328
 16 % 1,647,680
 23,422
 1 %
Average deposits 6,590,332
 5,492,048
 1,098,284
 20 % 6,220,848
 369,484
 6 %
Average invested capital 279,782
 252,961
 26,821
 11 % 274,050
 5,732
 2 %

Net interest revenue decreased $5.7 million or 20 percent comparedwas relatively consistent with the thirdsecond quarter of 2018, largely due to decreased spreads on trading securities. Further, Wealth Management incurred additional funding costs2019. Increased net interest revenue related to an increasegrowth in non-interest bearing receivables relatedtrading activity was offset by a reduction in the value of deposits sold to unsettled securities.the Funds Management unit. Average loans attributed to the Wealth Management segment increased $231$62 million or 16 percent and average4 percent. Average deposits increased $1.1$2.2 billion or 2035 percent, largely due to the allocation of acquired loans and deposits.core growth.

Fees and commissions revenue increased $21.3$20.8 million or 3124 percent over the thirdsecond quarter of 2018.2019. Brokerage and trading revenue increased $17.3$20.7 million due to increased trading activity as a result of lower mortgage interest rates. We increased our bond trading pipeline in the second quarter of 2020 to provide greater liquidity to the housing market during a time of record volumes. Average trading assets, which includes trading securities inventory and receivables from unsettled securities sales, were $6.3 billion for the second quarter of 2020 compared to $3.1 billion for the second quarter of 2019. Fiduciary and asset management revenue decreased $3.8 million related to a combination of lower average asset values and waived fees. Operating expense increased $9.4 million or 15 percent compared to the third quarter of 2018. Personnel expense increased $6.7 million primarily due to the combination of standard annual merit increases and the increase of incentive compensation as a result of higher trading activity. Non-personnel expense increased $2.6$11.1 million or 16 percent compared to the thirdsecond quarter of 2018 largely2019, primarily related to occupancy and equipmentincentive
- 19 -


compensation expense related to CoBiz.on higher trading activity. Corporate expense allocations decreased $1.7 million$964 thousand or 1511 percent compared to the prior year.



Net income for Wealth Management decreased $2.3increased $10.8 million or 948 percent compared to the secondfirst quarter of 2019. An increase in brokerage and trading revenue was partially offset by a decrease in net interest revenue and an increase in operating expenses.2020.

Net interest revenue decreased $3.9increased $8.0 million primarily due to a lower yield onhigher net interest revenue related to residential mortgage-backed trading activities and increased deposit balances, partially offset by the decline in the value of deposits sold to our funds management unit and an increase in unsettled securities receivables.the Funds Management unit. Brokerage and trading revenue increased $3.0$8.9 million due to an increase in trading activity and volumes due to favorable interest rate changes. Fiduciary and asset management revenue decreased $1.4market volatility. Operating expenses increased $2.4 million, largely due to a seasonal increasevariable incentive compensation related to tax fees collected in the second quarter. Operating expenses increased $2.2 million, largely due to increased incentive compensation.revenue growth, partially offset by lower business promotion expense.

Average loans increased $23 million or 1 percent tomaintained at $1.7 billion and average deposits increased $369$762 million or 610 percent to $6.6$8.4 billion.
Financial Condition
Securities

We maintain a securities portfolio to enhance profitability, manage interest rate risk, provide liquidity and comply with regulatory requirements. Securities are classified as trading, held for investment, or available for sale. See Note 2 to the Consolidated Financial Statements for the composition of the securities portfolio as of SeptemberJune 30, 20192020 and December 31, 2018.2019.

We hold an inventory of trading securities in support of sales to a variety of customers, including banks, corporations, insurance companies, money managers and others. Trading securities decreased $225$914 million to $1.7$1.2 billion during the thirdsecond quarter of 2019.2020. As discussed in the Market Risk section of this report, trading activities involve risk of loss from adverse price movement. We mitigate this risk within board-approved limits through the use of derivative contracts, short-sales and other techniques. These limits remain relatively unchanged from levels set before our expanded trading activities.

At SeptemberJune 30, 2019,2020, the carrying value of investment (held-to-maturity) securities was $304$268 million, and theincluding a $1.6 million allowance for expected credit losses compared to $274 million at March 31, 2020 with a $1.5 million allowance for expected credit losses. The fair value of investment securities was $324 million.$299 million at June 30, 2020 and $296 million at March 31, 2020. Investment securities consist primarily of residential mortgage-backed securities issued by U.S. government agencies, long-term, fixed rate Oklahoma and Texas municipal bonds, and taxable Texas school construction bonds.

Available for sale securities, which may be sold prior to maturity, are carried at fair value. Unrealized gains or losses, net of deferred taxes, are recorded as accumulated other comprehensive income in shareholders’ equity. The amortized cost of available for sale securities totaled $10.8$12.0 billion at SeptemberJune 30, 2019,2020, a $464$270 million increasedecrease compared to March 31, 2020. At June 30, 2019 as a measure to protect for a down rate environment. At September 30, 2019,2020, the available for sale securities portfolio consisted primarily of U.S. government agency residential mortgage-backed securities and U.S. government agency commercial mortgage-backed securities. Both residential and commercial mortgage-backed securities have credit risk from delinquency or default of the underlying loans. We mitigate this risk by primarily investing in securities issued by U.S. government agencies. Principal and interest payments on the underlying loans are fully guaranteed. Commercial mortgage-backed securities have prepayment penalties similar to commercial loans.

A primary risk of holding residential mortgage-backed securities comes from extension during periods of rising interest rates or prepayment during periods of falling interest rates. We evaluate this risk through extensive modeling of risk both before making an investment and throughout the life of the security. Our best estimate of the duration of the combined residential mortgage-backed securities portfolio held in investment and available for sale securities at SeptemberJune 30, 20192020 is 3.02.4 years. Management estimates the duration extends to 4.03.7 years assuming an immediate 200 basis point upward shock. The estimated duration contracts to 2.42.1 years assuming a 100 basis point decline in the current low rate environment.

The aggregate gross amount of unrealized losses on available for sale securities totaled $14 million at September 30, 2019, compared to $19 million at June 30, 2019. On a quarterly basis, we perform an evaluation on debt securities to determine if the unrealized losses are temporary as more fully described in Note 2 of the Consolidated Financial Statements. No other-than-temporary impairment charges were recognized in earnings during the third quarter of 2019.


- 20 -


Loans

The aggregate loan portfolio before allowance for loan losses totaled $22.3$24.2 billion at September 30, 2019, up $30 million over June 30, 2019. Growth in commercial and personal2020, up $1.7 billion over March 31, 2020, primarily due to a $2.1 billion increase from PPP loans, was partially offset by a decreasepaydowns in the commercial real estate and residential mortgage loans.

portfolio.

Table 12 -- Loans
(In thousands)
June 30, 2020Mar. 31, 2020Dec. 31, 2019Sept. 30, 2019June 30, 2019
Commercial: 
Energy$3,974,174  $4,111,676  $3,973,377  $4,114,269  $3,921,353  
Services3,779,881  3,955,748  3,832,031  4,011,089  4,105,117  
Healthcare3,289,343  3,165,096  3,033,916  3,032,968  2,926,510  
General business3,115,112  3,563,455  3,192,326  3,266,299  3,383,928  
Total commercial14,158,510  14,795,975  14,031,650  14,424,625  14,336,908  
Commercial real estate:
Multifamily1,407,107  1,282,457  1,265,562  1,324,839  1,300,372  
Office973,995  962,004  928,379  1,014,275  1,056,306  
Retail780,467  774,198  775,521  799,169  825,399  
Industrial723,005  728,026  856,117  873,536  828,569  
Residential construction and land development136,911  138,958  150,879  135,361  141,509  
Other commercial real estate532,659  564,442  457,325  478,877  557,878  
Total commercial real estate4,554,144  4,450,085  4,433,783  4,626,057  4,710,033  
Paycheck protection program2,081,428  —  —  —  —  
Loans to individuals: 
Residential mortgage1,813,442  1,844,555  1,886,378  1,925,539  1,975,449  
Residential mortgage guaranteed by U.S. government agencies322,269  197,889  197,794  191,764  195,373  
Personal1,226,097  1,175,466  1,201,382  1,117,382  1,037,889  
Total loans to individuals3,361,808  3,217,910  3,285,554  3,234,685  3,208,711  
Total$24,155,890  $22,463,970  $21,750,987  $22,285,367  $22,255,652  
  Sept. 30, 2019 June 30, 2019 Mar. 31, 2019 Dec. 31, 2018 Sept. 30, 2018
Commercial:          
Energy $4,114,269
 $3,921,353
 $3,705,099
 $3,590,333
 $3,294,867
Services 3,266,249
 3,309,458
 3,287,563
 3,258,192
 2,603,862
Healthcare 3,032,968
 2,926,510
 2,915,885
 2,799,277
 2,437,323
Wholesale/retail 1,848,617
 1,793,118
 1,706,900
 1,621,158
 1,650,729
Public finance 744,840
 795,659
 803,083
 804,550
 418,578
Manufacturing 698,408
 761,357
 742,374
 730,521
 660,582
Other commercial and industrial 719,274
 829,453
 801,071
 832,047
 510,160
Total commercial 14,424,625
 14,336,908
 13,961,975
 13,636,078
 11,576,101
           
Commercial real estate:  
  
  
  
  
Multifamily 1,324,839
 1,300,372
 1,210,358
 1,288,065
 1,120,166
Office 1,014,275
 1,056,306
 1,033,158
 1,072,920
 824,829
Industrial 873,536
 828,569
 767,757
 778,106
 696,774
Retail 799,169
 825,399
 890,685
 919,082
 759,423
Residential construction and land development 135,361
 141,509
 149,686
 148,584
 101,872
Other commercial real estate 478,877
 557,878
 549,007
 558,056
 301,611
Total commercial real estate 4,626,057
 4,710,033
 4,600,651
 4,764,813
 3,804,675
           
Residential mortgage:  
  
  
  
  
Permanent mortgage 1,066,460
 1,088,370
 1,098,481
 1,122,610
 1,094,926
Permanent mortgages guaranteed by U.S. government agencies 191,764
 195,373
 193,308
 190,866
 180,718
Home equity 859,079
 887,079
 900,831
 916,557
 696,098
Total residential mortgage 2,117,303
 2,170,822
 2,192,620
 2,230,033
 1,971,742
           
Personal 1,117,382
 1,037,889
 1,003,734
 1,025,806
 996,941
           
Total $22,285,367
 $22,255,652
 $21,758,980
 $21,656,730
 $18,349,459

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. CommercialThese loans are underwritten individually and represent ongoing relationships based on a thorough knowledge of the customer, the customer’s industry and market. While commercial loans are generally secured by the customer’s assets including real property, inventory, accounts receivable, operating equipment, interests in mineral rights and other property and may also include personal guarantees of the owners and related parties, the primary source of repayment of the loans is the ongoing cash flow from operations of the customer’s business. In addition, revolving lines of credit are generally governed by a borrowing base. Inherent lending risks are centrally monitored on a continuous basis from underwriting throughout the life of the loan for compliance with commercial lending policies.

Commercial loans totaled $14.4$14.2 billion or 6559 percent of the loan portfolio at September 30, 2019, an $88 million increase over June 30, 2019. Energy loan balances grew by $193 million. Healthcare2020, a $637 million decrease compared to March 31, 2020, primarily due to paydowns in the second quarter.

- 21 -


Approximately 79 percent of loans increased $106 million and wholesale/retail sector loans increased $55 million. Other commercial and industrial loans decreased $110 million, manufacturing loans decreased $63 million and public finance loans decreased by $51 million.



Table 13 presents the commercial sector ofin this segment are located within our loan portfolio distributed primarily bygeographic footprint, based on collateral location. Loans for which the collateral location is less relevant, such as unsecured loans and reserve-based energy loans are distributedcategorized by the borrower's primary operating location.

Table 13 -- Commercial Loans by Collateral Location
(In thousands)
  Oklahoma Texas New Mexico Arkansas Colorado Arizona Kansas/Missouri Other Total
Energy $751,519
 $2,322,908
 $57,593
 $122
 $519,377
 $542
 $105,908
 $356,300
 $4,114,269
Services 658,970
 758,554
 164,103
 8,564
 591,793
 475,357
 259,999
 348,909
 3,266,249
Healthcare 239,676
 436,571
 148,217
 77,861
 336,865
 259,439
 255,925
 1,278,414
 3,032,968
Wholesale/retail 315,869
 726,422
 35,523
 31,778
 168,007
 107,826
 60,447
 402,745
 1,848,617
Public finance 73,038
 162,869
 37,240
 
 184,005
 87,319
 
 200,369
 744,840
Manufacturing 106,422
 180,837
 990
 5,055
 160,769
 123,256
 52,522
 68,557
 698,408
Other commercial and industrial 115,567
 115,144
 3,174
 56,466
 115,776
 37,674
 57,881
 217,592
 719,274
Total commercial loans $2,261,061
 $4,703,305
 $446,840
 $179,846
 $2,076,592
 $1,091,413
 $792,682
 $2,872,886
 $14,424,625
The majoritylargest concentration of the collateral securingloans in this segment outside of our commercial loan portfoliofootprint is located within our geographical footprint with 33 percent concentrated in the Texas market, 16 percent concentrated in the Oklahoma market and 14 percent in the Colorado market. At September 30, 2019, the Other category is primarily composed of California, - $578 million ortotaling 4 percent of the commercial loan portfolio, Florida - $261 million or 2 percent of the commercial loan portfolio, Louisiana - $163 million or 1 percent of the commercial loan portfolio, Pennsylvania - $159 million or 1 percent of the commercial loan portfolio, Ohio - $154 million or 1 percent of the commercial loan portfolio and North Carolina - $141 million or 1 percent of the commercial loan portfolio. All other states individually represent less than one percent of total commercial loans.segment.

Supporting the energy industry with loans to producers and other energy-related entities has been a hallmark of the Company since its founding and represents a large portion of our commercial loan portfolio. In addition, energy production and related industries have a significant impact on the economy in our primary markets. Loans collateralized by oil and gas properties are subject to a semi-annual engineering review by our internal staff of petroleum engineers. This review is utilizedused as the basis for developing the expected cash flows supporting the loan amount. The projected cash flows are discounted according to risk characteristics of the underlying oil and gas properties. Loans are evaluated to demonstrate with reasonable certainty that crude oil, natural gas and natural gas liquids can be recovered from known oil and gas reservoirs under existing economic and operating conditions at current pricing levels and with existing conventional equipment and operating methods and costs. As part of our evaluation of credit quality, we analyze rigorous stress tests over a range of commodity prices and take proactive steps to mitigate risk when appropriate.

Outstanding energy loans totaled $4.1$4.0 billion or 1816 percent of total loans at SeptemberJune 30, 2019. Unfunded energy loan commitments were $3.2 billion at September 30, 2019,2020, a $44$138 million decrease compared to June 30, 2019 primarily due to increased utilization in the third quarter.March 31, 2020. Approximately $3.3$3.1 billion of energy loans were to oil and gas producers, growing $165down $105 million over June 30, 2019.compared to March 31, 2020. The majority of this portfolio is first lien, senior secured, reserve-based lending, which we believe is the lowest risk form of energy lending. Approximately 5862 percent of the committed production loans are secured by properties primarily producing oil and 4238 percent of the committed production loans are secured by properties primarily producing natural gas.

Loans to midstream oil and gas companies totaled $574$688 million at SeptemberJune 30, 2019,2020, up $4.9$17 million over June 30, 2019.March 31, 2020. Loans to borrowers that provide services to the energy industry totaled $190$142 million at SeptemberJune 30, 2019, an increase of $7.12020, down $42 million. Loans to other energy borrowers, including those engaged in wholesale or retail energy sales, totaled $69$63 million, a $16$7.3 million increase overdecrease compared to the prior quarter.

Unfunded energy loan commitments were $2.5 billion at June 30, 2020, a $222 million decrease compared to March 31, 2020 primarily due to semi-annual borrowing base redeterminations completed during the second quarter.

The serviceshealthcare sector of the loan portfolio totaled $3.3 billion or 1514 percent of total loans. Healthcare loans increased $124 million over March 31, 2020, primarily due to growth in balances from medical service providers. Healthcare sector loans consist primarily of loans for the development and consistsoperation of senior housing and care facilities, including independent living, assisted living and skilled nursing. Generally we loan to borrowers with a portfolio of multiple facilities that serves to help diversify risks specific to a single facility. Healthcare also includes loans to hospitals and other medical service providers impacted by a deferral of elective procedures. The CARES Act includes multiple revenue enhancement measures for both hospitals and skilled nursing facilities as they manage through the risks of the virus.
The services sector of the loan portfolio decreased $176 million to $3.8 billion or 16 percent of total loans. Service sector loans consist of a large number of loans to a variety of businesses, including Native American tribal and state and local governments, entertainmentNative American tribal casino operations, educational services, foundations and recreation, financial services, technologynot-for-profit organizations and media, and real estate services. Services sector loans decreased $43 million compared to June 30, 2019.specialty trade contractors. Approximately $1.6$1.9 billion of the services category is made up of loans with individual balances of less than $10 million. Services 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. 



The healthcare sector of the loan portfolio totaled $3.0General business loans decreased $448 million to $3.1 billion or 1413 percent of total loans. General business loans and consists primarilyconsist of $1.7 billion of wholesale/retail loans, $780 million of loans forfrom other commercial industries, and the developmentremainder from manufacturing loans.

Our services and operationgeneral business loans include areas we consider to be more exposed to the economic slowdown as a result of senior housingthe social distancing measures in place to combat the COVID-19 pandemic such as entertainment and care facilities, including independent living, assisted livingrecreation, retail, hotels, churches, airline travel, and skilled nursing. Healthcare also includes loanshigher education that are dependent on large social gatherings to hospitals and other medical service providers.remain profitable. This represents less than 7 percent of our total portfolio. Some of these borrowers have participated in the PPP, which has provided some measure of relief. We will continue to monitor these areas closely in the coming months.

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We participate in shared national credits when appropriate to obtain or maintain business relationships with local customers. Shared national credits are defined by banking regulators as credits of more than $100 million and with three or more non-affiliated banks as participants. At SeptemberJune 30, 2019,2020, the outstanding principal balance of these loans totaled $4.8 billion.$4.7 billion, including $2.2 billion of energy loans. Substantially all of these loans are to borrowers with local market relationships. We serve as the agent lender in approximately 1721 percent of our shared national credits, based on dollars committed. We hold shared national credits to the same standard of analysis and perform the same level of review as internally originated credits. Our lending policies generally avoid loans in which we do not have the opportunity to maintain or achieve other business relationships with the customer. In addition to management’s quarterly assessment of credit risk, banking regulators annually review a sample of shared national credits for proper risk grading.

Commercial Real Estate

Commercial real estate represents loans for the construction of buildings or other improvements to real estate and property held by borrowers for investment purposes generally within our geographical footprint. Our larger concentrations are in Texas, Colorado and Oklahoma representing 24 percent, 11 percent and 11 percent of the total commercial real estate portfolio at September 30, 2019, respectively. We require collateral values in excess of the loan amounts, demonstrated cash flows in excess of expected debt service requirements, equity investment in the project and a portion of the project already sold, leased or permanent financing already secured. The expected cash flows from all significant new or renewed income producing property commitments are stress tested to reflect the risks in varying interest rates, vacancy rates and rental rates. As with commercial loans, inherent lending risks are centrally monitored on a continuous basis from underwriting throughout the life of the loan for compliance with applicable lending policies.

Commercial real estate loans totaled $4.6 billion or 21 percent of the loan portfolio at September 30, 2019. The outstanding balance of commercial real estate loans decreased $84 million compared to June 30, 2019. Loans secured by industrial properties increased $45 million. Loans secured by multifamily residential properties increased $24 million. Other real estate loans decreased $79 million. Loans secured by office buildings decreased $42 million and loans secured by retail properties decreased $26 million. The commercial real estate loan balance as a percentage of our total loan portfolio has ranged from 19 percent to 22 percent over the past five years.

The outstanding balance of commercial real estate sectorloans increased $104 million over March 31, 2020. Multifamily residential loans, our largest exposure in commercial real estate, increased $125 million to $1.4 billion at June 30, 2020. Pay downs from refinances into the permanent market slowed during the second quarter. Loans secured by office buildings increased $12 million to $974 million. Loans secured by other commercial real estate properties decreased $32 million to $533 million. Loans secured by retail facilities were $780 million at June 30, 2020, largely unchanged from the prior quarter.

Approximately 71 percent of loans in this segment are in our loan portfolio distributed bygeographic footprint based on collateral location followslocation. The largest concentration of loans in Table 14.

Table 14 -- Commercial Real Estate Loans by Collateral Location
(In thousands)
  Oklahoma Texas New Mexico Arkansas Colorado Arizona Kansas/Missouri Other Total
Multifamily $162,666
 $394,684
 $25,380
 $52,240
 $73,430
 $168,366
 $198,761
 $249,312
 $1,324,839
Office 124,991
 208,216
 102,960
 19,612
 88,703
 77,374
 52,204
 340,215
 1,014,275
Industrial 102,854
 216,462
 19,430
 81
 77,952
 36,662
 39,285
 380,810
 873,536
Retail 53,155
 251,683
 146,256
 5,310
 103,654
 55,399
 13,862
 169,850
 799,169
Residential construction and land development 6,880
 20,108
 12,903
 157
 52,220
 9,012
 7,002
 27,079
 135,361
Other commercial real estate 47,856
 38,947
 9,550
 1,988
 123,759
 71,214
 51,439
 134,124
 478,877
Total commercial real estate loans $498,402
 $1,130,100
 $316,479
 $79,388
 $519,718
 $418,027
 $362,553
 $1,301,390
 $4,626,057

The Other categorythis segment outside our footprint is primarily composed of Utah, - $265 million or 6totaling 7 percent of the commercial real estate portfolio,segment, followed by California - $247 million or 5 percent of the commercial real estate portfolio, Georgia - $116 million or 3 percent of the commercial real estate portfolio, Nevada - $99 million or 2 percent of the commercial real estate portfolio and Virginia - $84 million or 2 percent of the commercial real estate portfolio.at 6 percent. All other states represent less than 2%5 percent individually.



While recentLoans secured by retail facilities and office buildings may be adversely impacted by measures being taken to hinder the spread of the virus as well as changes nationally in consumer purchasing trends from brick-and-mortar storesbehavior.
Payment Protection Program
We are actively participating in programs initiated by the Coronavirus Aid, Relief and Economic Security Act ("CARES Act"), including the Small Business Administration's ("SBA") Paycheck Protection Program ("PPP") that began on April 3, 2020. PPP provided fully forgivable loans when utilized for qualified expenditures, including to online has created concern with regardshelp small business maintain payrolls during the COVID-19 pandemic. These loans have a contractual term of two years, though most are expected to retail lending, our credit quality remains very good.be forgiven prior to maturity after completion of a compliance period. Loans are guaranteed and amounts forgiven will be reimbursed to the Company by the SBA. The portfolioloans carry a rate of 1 percent. Interest plus loan fees, which vary depending on loan size, are accrued over the contractual life of the loan. Any unaccreted origination fees will be recognized when the loan is highly diversified with no material exposurepaid.
Loans to a single borrower or tenant.Individuals
Residential Mortgage
Loans to individuals include residential mortgage and Personal

personal loans. 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 mortgageThese loans are secured by a first or second-mortgagesecond mortgage on the customer’scustomer's primary residence. Personal loans consist primarily of loans to wealth management clients secured by the cash surrender value of insurance policies and marketable securities. It also includes direct loans secured by and for the purchase of automobiles, recreational and marine equipment as well as unsecured loans. Residential mortgage and personalThese loans are made in accordance with underwriting policies we believe to be conservative and are fully documented. Loans may be individually underwritten or credit scored based on size and other criteria. Credit scoring is assessed based on significant credit characteristics including credit history, residential and employment stability.

Residential mortgage loans totaled $2.1 billion, a decrease of $54 million compared to June 30, 2019. 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. CollateralHome equity loans are primarily first-lien and fully amortizing.

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Residential mortgage, which includes home equity loans, and personal loans are made in accordance with underwriting policies we believe to be conservative and are fully documented. Loans may be individually underwritten or credit scored based on size and other criteria. Credit scoring is assessed based on significant credit characteristics including credit history, residential and employment stability.

Personal loans consist primarily of loans to Wealth Management clients secured by the cash surrender value of insurance policies and marketable securities. It also includes direct loans secured by and for 93%the purchase of our residential mortgage loan portfolio isautomobiles, recreational and marine equipment as well as unsecured loans.

Approximately 93 percent of the loans in this segment are secured by collateral located within our geographical footprint. Loans for which the collateral location is less relevant, such as unsecured loans are categorized by the borrower’s primary operating location.

The majority of our permanent mortgage loan portfolio is composed of various non-conforming mortgage programs to support customer relationships including jumboResidential mortgage loans non-builder construction loans and special loan programs for high net worth individuals or certain professionals. Jumbo loans may be fixed or variable rate and are fully amortizing. The size of jumbo loans exceeds 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 percent. Loan-to-value ratios (“LTV”) are tiered from 60 percent to100 percent, depending on the market. Special mortgage programs include fixed and variable rate fully amortizing loans tailored to the needs of certain healthcare professionals. Variable rate loans are fully indexed at origination and may have fixed rates for three to ten years, then adjust annually thereafter.

At September 30, 2019, $192 million of permanent residential mortgage loans are guaranteed by U.S. government agencies. Weagencies have limited credit exposure on loans guaranteed bybecause of the agencies.agency guarantee. This amount includes residential mortgage loans previously sold into GNMA mortgage pools that the Company may repurchase when certain defined delinquency criteria are met. Because of this repurchase right, the Company is deemed to have regained effective control over these loans and must include them on the Consolidated Balance Sheet. Permanent residential mortgage loans guaranteed by U.S. government agencies decreased $3.6 million compared to June 30, 2019.

Home equity loans totaled $859 million at September 30, 2019, a $28 million decrease compared to June 30, 2019. Our home equity loan portfolio is primarily composed of first-lien, fully amortizing home equity loans. Home equity loans generally require a minimum FICO score of 700 and a maximum DTI of 50 percent. The maximum loan amount available for our home equity loan products is generally $400 thousand. Revolving loans have a 10 year revolving period followed by a 15 year term of amortizing repayment. Interest-only home equity loans have a 5 year revolving period followed by a 15 year term of amortizing repayments and may not be extended for any additional revolving time. All other home equity loans may be extended at management's discretion for an additional 5 year revolving term subject to an update of certain credit information. A summary of our home equity loan portfolio at September 30, 2019 by lien position and amortizing status follows in Table 15.

Table 15 -- Home Equity Loans
(In thousands)
  Revolving Amortizing Total
First lien $91,591
 $463,681
 $555,272
Junior lien 193,195
 110,612
 303,807
Total home equity $284,786
 $574,293
 $859,079




The distribution of residential mortgage and personal loans at September 30, 2019 is as follows in Table 16. Residential mortgage loans are distributed by collateral location. Personal loans are generally distributed by borrower location.

Table 16 -- Residential Mortgage and Personal Loans by Collateral Location
(In thousands)
  Oklahoma Texas New Mexico Arkansas Colorado Arizona Kansas/Missouri Other Total
Residential mortgage:                  
Permanent mortgage $163,590
 $423,298
 $62,563
 $13,100
 $194,677
 $104,603
 $55,998
 $48,631
 $1,066,460
Permanent mortgages  guaranteed by U.S. government agencies 49,434
 29,960
 30,655
 9,307
 5,305
 1,115
 15,868
 50,120
 191,764
Home equity 353,310
 137,625
 76,564
 7,485
 137,024
 36,847
 52,291
 57,933
 859,079
Total residential mortgage $566,334
 $590,883
 $169,782
 $29,892
 $337,006
 $142,565
 $124,157
 $156,684
 $2,117,303
                   
Personal $321,875
 $491,363
 $11,948
 $11,048
 $81,496
 $70,531
 $54,136
 $74,985
 $1,117,382



The Company secondarily evaluates loan portfolio performance based on the primary geographical market managing the loan. Loans attributed to a geographical market may not represent the location of the borrower or the collateral. All permanent mortgage loans serviced by our mortgage banking unit and held for investment by the Company are centrally managed by the Bank of Oklahoma.

Oklahoma market.

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Table 17 --13-- Loans Managed by Primary Geographical Market
(In thousands)
June 30, 2020Mar. 31, 2020Dec. 31, 2019Sept. 30, 2019June 30, 2019
Texas:
Commercial$5,771,691  $6,350,690  $6,174,894  $6,220,227  $5,877,265  
Commercial real estate1,389,547  1,296,266  1,259,117  1,292,116  1,341,609  
Paycheck protection program612,133  —  —  —  —  
Loans to individuals748,474  756,634  727,175  749,361  673,463  
Total Texas8,521,845  8,403,590  8,161,186  8,261,704  7,892,337  
Oklahoma:
Commercial5,086,934  3,886,086  3,454,825  3,690,100  3,762,234  
Commercial real estate636,021  593,473  631,026  679,786  717,970  
Paycheck protection program442,518  —  —  —  —  
Loans to individuals1,967,665  1,788,518  1,854,864  1,753,698  1,786,162  
Total Oklahoma8,133,138  6,268,077  5,940,715  6,123,584  6,266,366  
Colorado:
Commercial1,600,382  2,181,309  2,169,598  2,247,798  2,325,742  
Commercial real estate937,742  955,608  927,826  975,066  1,023,410  
Paycheck protection program488,279  —  —  —  —  
Loans to individuals264,872  268,674  276,939  303,605  314,317  
Total Colorado3,291,275  3,405,591  3,374,363  3,526,469  3,663,469  
Arizona:
Commercial1,036,862  1,396,582  1,307,073  1,276,534  1,330,415  
Commercial real estate689,121  714,161  728,832  771,425  761,243  
Paycheck protection program318,961  —  —  —  —  
Loans to individuals177,066  181,821  186,539  170,815  168,019  
Total Arizona2,222,010  2,292,564  2,222,444  2,218,774  2,259,677  
Kansas/Missouri:
Commercial404,860  556,255  527,872  566,969  602,836  
Commercial real estate314,504  310,799  322,541  374,795  331,443  
Paycheck protection program76,724  —  —  —  —  
Loans to individuals102,577  116,734  131,069  146,522  155,453  
Total Kansas/Missouri898,665  983,788  981,482  1,088,286  1,089,732  
New Mexico:
Commercial182,688  327,164  305,320  335,409  350,520  
Commercial real estate455,574  434,150  402,148  374,331  385,058  
Paycheck protection program128,058  —  —  —  —  
Loans to individuals83,470  87,110  90,257  92,270  92,626  
Total New Mexico849,790  848,424  797,725  802,010  828,204  
Arkansas:
Commercial75,093  97,889  92,068  87,588  87,896  
Commercial real estate131,635  145,628  162,293  158,538  149,300  
Paycheck protection program14,755  —  —  —  —  
Loans to individuals17,684  18,419  18,711  18,414  18,671  
Total Arkansas239,167  261,936  273,072  264,540  255,867  
Total BOK Financial loans$24,155,890  $22,463,970  $21,750,987  $22,285,367  $22,255,652  
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  Sept. 30, 2019 June 30, 2019 Mar. 31, 2019 Dec. 31, 2018 Sept. 30, 2018
Oklahoma:          
Commercial $3,690,100
 $3,762,234
 $3,551,054
 $3,491,117
 $3,609,109
Commercial real estate 679,786
 717,970
 665,190
 700,756
 651,315
Residential mortgage 1,370,452
 1,403,398
 1,417,381
 1,440,566
 1,429,843
Personal 383,246
 382,764
 374,807
 375,543
 376,201
Total Oklahoma 6,123,584
 6,266,366
 6,008,432
 6,007,982
 6,066,468
           
Texas:  
  
  
  
  
Commercial 6,220,227
 5,877,265
 5,754,018
 5,438,133
 5,115,646
Commercial real estate 1,292,116
 1,341,609
 1,344,810
 1,341,783
 1,354,679
Residential mortgage 273,931
 272,878
 265,927
 266,805
 253,265
Personal 475,430
 400,585
 396,794
 394,743
 381,452
Total Texas 8,261,704
 7,892,337
 7,761,549
 7,441,464
 7,105,042
           
New Mexico:  
  
  
  
  
Commercial 335,409
 350,520
 342,915
 340,489
 325,048
Commercial real estate 374,331
 385,058
 371,416
 383,670
 392,494
Residential mortgage 81,383
 82,390
 85,326
 87,346
 88,110
Personal 10,887
 10,236
 11,065
 10,662
 11,659
Total New Mexico 802,010
 828,204
 810,722
 822,167
 817,311
           
Arkansas:  
  
  
  
  
Commercial 87,588
 87,896
 79,286
 111,338
 102,237
Commercial real estate 158,538
 149,300
 142,551
 141,898
 106,701
Residential mortgage 7,509
 7,463
 7,731
 7,537
 7,278
Personal 10,905
 11,208
 11,550
 11,955
 12,126
Total Arkansas 264,540
 255,867
 241,118
 272,728
 228,342
           
Colorado:  
  
  
  
  
Commercial 2,247,798
 2,325,742
 2,231,703
 2,275,069
 1,132,500
Commercial real estate 975,066
 1,023,410
 957,348
 963,575
 354,543
Residential mortgage 224,872
 241,780
 241,722
 251,849
 68,694
Personal 78,733
 72,537
 65,812
 72,916
 56,999
Total Colorado 3,526,469
 3,663,469
 3,496,585
 3,563,409
 1,612,736
           
Arizona:  
  
  
  
  
Commercial 1,276,534
 1,330,415
 1,335,140
 1,320,139
 621,658
Commercial real estate 771,425
 761,243
 791,466
 889,903
 666,562
Residential mortgage 92,121
 91,684
 98,973
 97,959
 44,659
Personal 78,694
 76,335
 61,875
 68,546
 67,280
Total Arizona 2,218,774
 2,259,677
 2,287,454
 2,376,547
 1,400,159
           
Kansas/Missouri:  
  
  
  
  
Commercial 566,969
 602,836
 667,859
 659,793
 669,903
Commercial real estate 374,795
 331,443
 327,870
 343,228
 278,381
Residential mortgage 67,035
 71,229
 75,560
 77,971
 79,893
Personal 79,487
 84,224
 81,831
 91,441
 91,224
Total Kansas/Missouri 1,088,286
 1,089,732
 1,153,120
 1,172,433
 1,119,401
           
Total BOK Financial loans $22,285,367
 $22,255,652
 $21,758,980
 $21,656,730
 $18,349,459



LoanOff-Balance Sheet Commitments

We enter into certain off-balance sheet arrangements in the normal course of business as shown in Table 18.14. 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.

We have off-balance sheet commitments related to certain residential mortgage loans sold into mortgage-backed securities as part of our mortgage banking activities. We retain off-balance sheet credit risk related to losses in excess of amounts guaranteed by the U.S. Department of Veteran's Affairs ("VA"). During the second quarter, we sold mortgage servicing rights related to residential mortgage loans primarily guaranteed by the VA with an unpaid principal balance of $1.6 billion.

We also have off-balance sheet credit risk related to certain residential mortgage loans primarily originated under community development loan programs that were sold to a U.S. government agency with full recourse prior to 2007. We are obligated to repurchase these loans for the life of these loans in the event of foreclosure for the unpaid principal and interest at the time of foreclosure. The majority of our conforming fixed rate loan originations are sold in the secondary market and we only retain repurchase obligations under standard underwriting representations and warranties.

The CARES Act provided protections for borrowers with agency-backed residential mortgages that are serviced by the Company. Forbearance must be granted upon receiving a request from a borrower and the borrower's attestation to a financial hardship associated with the COVID-19 emergency. The Bank is required to offer up to a 6 month forbearance, with the possibility of an additional 6 month extension. This program was available to all current and delinquent borrowers, including those in bankruptcy and/or foreclosure. As of June 30, 2020, agency-serviced loans in forbearance included 4,503 borrowers with an unpaid principal balance of $792 million. For certain contracts, we must advance principal and interest payments during the forbearance period. Advances as of June 30, 2020 totaled $6.2 million. Advances are generally reimbursed to us by the appropriate agencies. Loans in forbearance are considered delinquent when payments are not made for purposes of valuing mortgage servicing rights and for purposes of determining GNMA loans that are eligible to be repurchased. As of June 30, 2020, 40% of borrowers in forbearance remained current.

Table 1814 – Off-Balance Sheet Credit Commitments
(In thousands)
 June 30, 2020Mar. 31, 2020Dec. 31, 2019Sept. 30, 2019June 30, 2019
Loan commitments$10,298,572  $9,960,678  $11,065,649  $11,259,366  $11,411,819  
Standby letters of credit693,177  683,516  645,505  712,944  698,527  
Unpaid principal balance of residential mortgage loans sold with recourse82,305  86,336  88,808  92,139  93,606  
Unpaid principal balance of residential mortgage loans transferred into mortgage-backed securities guaranteed by U.S. Dept. of Veteran's Affairs1,715,025  3,217,567  3,375,451  3,472,375  3,568,408  
  Sept. 30, 2019 June 30, 2019 Mar. 31, 2019 Dec. 31, 2018 Sept. 30, 2018
Loan commitments $11,259,366
 $11,411,819
 $12,243,886
 $11,944,524
 $10,715,964
Standby letters of credit 712,944
 698,527
 720,451
 582,196
 671,844
Mortgage loans sold with recourse 92,139
 93,606
 94,938
 98,623
 101,512
Customer Derivative Programs
 
We offer programs that permit our customers to hedge various risks, including fluctuations in energy, cattle and other agricultural product prices, interest rates and foreign exchange rates. Each of these programs work essentially the same way. Derivative contracts are executed between the customers and the Company. Offsetting contracts are executed between the Company and selected counterparties to minimize market risk due to 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 scenarios to determine the maximum exposure we are willing to have individually to any customer. Customers may also be required to provide cash margin or other collateral in conjunction with our credit agreements to further limit our credit risk.

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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 the counterparty’s ability to provide margin collateral was impaired. Credit losses on customer derivatives reduce brokerage and trading revenue in the Consolidated Statements of Earnings.

Derivative contracts are carried at fair value. At SeptemberJune 30, 2019,2020, the net fair values of derivative contracts, before consideration of cash margin, reported as assets under these programs totaled $401$658 million compared to $389$929 million at March 31, 2020. At June 30, 2019. At September 30, 2019,2020, the net fair value of our derivative contracts included $207$282 million for foreign exchange contracts, $124$235 million for energy contracts and $67$140 million for interest rate swaps. The aggregate net fair value of derivative contracts, before consideration of cash margin, held under these programs reported as liabilities totaled $385 million at September 30, 2019 and $369$620 million at June 30, 2019.2020 and $893 million at March 31, 2020.

At SeptemberJune 30, 2019,2020, total derivative assets were reduced by $67$156 million of cash collateral received from counterparties and total derivative liabilities were reduced by $63$132 million of cash collateral paid to counterparties related to instruments executed with the same counterparty under a master netting agreement.

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


The fair value of derivative contracts reported as assets under these programs, net of cash margin held by the Company, by category of debtor at SeptemberJune 30, 20192020 follows in Table 19.15.

Table 1915 -- Fair Value of Derivative Contracts
(In thousands)
Customers $152,530
Banks and other financial institutions 146,466
Exchanges and clearing organizations 35,096
Fair value of customer risk management program asset derivative contracts, net $334,092
Customers$292,957 
Banks and other financial institutions162,132 
Exchanges and clearing organizations46,645 
Fair value of customer risk management program asset derivative contracts, net$501,734 
 
At SeptemberJune 30, 2019,2020, our largest derivative exposure was to an exchange for energy contracts net of cash margin, of $35$47 million.

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 $28.62$26.16 per barrel of oil would not be great enough to create a scenario in which we are owed by our customers. This is due to the price of oil being within the weighted average fixed price of the portfolio. Rather, we would be owed by the counterparties, however, due to our margining status with counterparties, one would not see any impact here. An increase in prices equivalent to $64.92$53.24 per barrel of oil would increase the fair value of derivative assets by $55 million.$127 million as margin received falls faster than the asset values. Further increases in price to the equivalent of $79.46$70.65 per barrel of oil would increase the fair value of our derivative assets by $268$312 million with lending customers comprising the bulk of the assets. Liquidity requirements of this program may also be affected by our credit rating. At SeptemberJune 30, 2019,2020, a decrease in our credit rating to below investment grade would increase our obligation to post cash margin on existing contracts by approximately $10 million. The fair value of our to-be-announced residential mortgage-backed securities and interest rate swap derivative contracts is affected by changes in interest rates. Based on our assessment as of SeptemberJune 30, 2019,2020, changes in interest rates would not materially impact regulatory capital or liquidity needed to support this portion of our customer derivative program.
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Summary of LoanCredit Loss Experience

Table 16 -- Summary of Credit Loss Experience
(In thousands)
Three Months Ended
June 30, 2020Mar. 31, 2020
Allowance for loan losses:
Beginning balance$315,311  $210,759  
CECL transition adjustment1
—  25,809  
Beginning balance, adjusted315,311  236,568  
Loans charged off(15,570) (18,917) 
Recoveries of loans previously charged off1,491  1,696  
Net loans charged off(14,079) (17,221) 
Provision for credit losses134,365  95,964  
Ending balance$435,597  $315,311  
Accrual for off-balance sheet credit risk from unfunded loan commitments:
Beginning balance$28,514  $1,585  
CECL transition adjustment—  23,552  
Beginning balance, adjusted28,514  25,137  
Provision for credit losses4,405  3,377  
Ending balance$32,919  $28,514  
Accrual for off-balance sheet credit risk associated with mortgage banking activities:
Beginning balance$9,660  $4,820  
CECL transition adjustment—  10,915  
Beginning balance, adjusted9,660  15,735  
Loans charged off(44) (55) 
Provision for credit losses(3,575) (6,020) 
Ending balance$6,041  $9,660  
Allowance for credit losses related to held-to-maturity (investment) securities:
Beginning balance$1,502  $—  
CECL transition adjustment—  1,052  
Beginning balance, adjusted1,502  1,052  
Provision for credit losses126  450  
Ending balance$1,628  $1,502  
Total provision for credit losses$135,321  $93,771  
Net charge-offs (recoveries) (annualized) to average loans0.23 %0.31 %
Net charge-offs (recoveries) (annualized) to average loans excluding PPP loans2
0.25 %0.31 %
Recoveries to gross charge-offs9.58 %8.97 %
Provision for loan losses (annualized) to average loans2.25 %1.71 %
Allowance for loan losses to loans outstanding at period-end1.80 %1.40 %
Allowance for loan losses to loans outstanding at period-end excluding PPP loans2
1.97 %1.40 %
Accrual for unfunded loan commitments to loan commitments0.32 %0.29 %
Combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments to loans outstanding at period-end1.94 %1.53 %
Combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments to loans outstanding at period-end excluding PPP loans2
2.12 %1.53 %
Included $1.3 million related to measurement changes to the allowance attributed to outstanding loan balances and $24.5 million related to recognition of expected credit losses on acquired loans.
2 Metric meaningful due to the unique characteristics and short-term nature of the PPP loans.
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 Three Months Ended
Dec. 31, 2019Sept. 30, 2019June 30, 2019
Allowance for loan losses:  
Beginning balance$204,432  $202,534  $205,340  
Loans charged off(14,268) (11,707) (13,227) 
Recoveries of loans previously charged off1,816  1,066  5,503  
Net loans charged off(12,452) (10,641) (7,724) 
Provision for loan losses18,779  12,539  4,918  
Ending balance$210,759  $204,432  $202,534  
Accrual for off-balance sheet credit losses: 
Beginning balance$1,364  $1,903  $1,821  
Provision for off-balance sheet credit losses221  (539) 82  
Ending balance$1,585  $1,364  $1,903  
Total combined provision for credit losses$19,000  $12,000  $5,000  
Net charge-offs (recoveries) (annualized) to average loans0.22 %0.19 %0.14 %
Recoveries to gross charge-offs12.73 %9.11 %41.60 %
Provision for loan losses (annualized) to average loans0.34 %0.21 %0.09 %
Allowance for loan losses to loans outstanding at period-end0.97 %0.92 %0.91 %
Accrual for off-balance sheet credit losses to off-balance sheet credit commitments0.01 %0.01 %0.02 %
Combined allowance for credit losses and off-balance sheet credit risk from unfunded loan commitments to loans outstanding at period-end0.98 %0.92 %0.92 %

Allowance for Loan Losses and Accrual for Off-Balance Sheet Credit Risk from Unfunded Loan Commitments
The Company adopted FASB Accounting Standard Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Assets Measured at Amortized Cost ("CECL") on January 1, 2020 through a pre-tax cumulative-effect adjustment to equity of $61.4 million. CECL requires recognition of expected credit losses on assets carried at amortized cost over their expected lives. The previous incurred loss model incorporated only known information as of the balance sheet date. Prior years reported under the incurred loss model have not been restated. CECL uses models to measure the probability of default and loss given default over a 12-month reasonable and supportable forecast period. Models incorporate base case, downside and upside macroeconomic variables such as real gross domestic product ("GDP") growth, civilian unemployment rate and West Texas Intermediate ("WTI") oil prices on a probability weighted basis. See Note 4 to the consolidated financial statements for additional discussion of methodology of allowance for loan losses.
The provision for credit losses was $135.3 million for the second quarter of 2020, with $138.8 million related to lending activities. Changes in our reasonable and supportable forecasts of macroeconomic variables, primarily due to the anticipated impact of the on-going COVID-19 pandemic, and other assumptions, required a provision of $54.6 million. All other changes totaled $84.2 million, which included $14.4 million primarily due to increased specific impairment of energy loans, portfolio changes of $55.7 million primarily due to changes in risk grades related to energy loans partially offset by the impact of a decrease in loan balances, and net charge-offs of $14.1 million. The provision related to lending activities was decreased by a $3.6 million reduction in the accrual for expected credit losses from mortgage banking activities. During the second quarter, the Company sold certain mortgage servicing rights related to residential mortgage loans transferred to mortgage-backed securities. These servicing rights expose the Company to credit risk for amounts that exceed the U.S. government agency guarantees.
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Our reasonable and supportable forecast of macroeconomic variables are significantly influenced by the COVID-19 pandemic developments and related government stimulus policies. A summary of macroeconomic variables considered in developing our estimate of expected credit losses follows:
BaseDownsideUpside
Scenario probability weighting50%25%25%
COVID-19 trajectoryLocalized and state-level hotspots with second waves emerging. This leads to more targeted shutdowns; however, widespread shutdown is not enacted.A broader second wave emerges in the second half of 2020. As cases rise, a widespread shutdown is implemented.Improves more quickly than currently expected and the severity of the illness abates. Minimal shutdowns occur, even at a more localized level.
Economic recovery (driven by COVID-19 trajectory)Swoosh shaped recovery. A gradual and measured reopening of the economy after a significant second quarter decline. GDP recovering to pre-COVID-19 levels by mid-year 2022.U-shaped recovery. Pace of recovery is slow. Economic activity and the labor market struggle significantly though improved from April trough. GDP does not recover to pre-COVID-19 levels until late 2023.V-shaped recovery. A more confident and full reopening of the economy. GDP recovering to pre-COVID-19 levels by mid-year 2021.
Fiscal stimulus (driven by economic recovery)Additional fiscal stimulus of $1.3 trillion to $1.6 trillion is expected to be deployed over the next 6 to 9 months. Stimulus will be more targeted and include a less generous round of unemployment benefits and additional direct payment to individuals, state fiscal aid, and support for specifically impacted business sectors.Additional broad-based fiscal stimulus of $2.0 trillion to $2.5 trillion is deployed.Smaller, more-targeted stimulus package of $1.0 trillion to $1.2 trillion is deployed focused on state aid and specific business support.
Macro-eocnomic factors
Cumulative GDP from the fourth quarter of 2019 (pre-COVID-19) through the second quarter of 2021 is forecasted to contract 2.4 percent.
Civilian unemployment rate of 13.7 percent in the second quarter of 2020 gradually improves to 8.5 percent by the second quarter of 2021.
WTI oil prices are projected to generally follow the NYMEX forward curve that existed at the end of June 2020 and are expected to average $39.58 per barrel over the next 12 months.
Cumulative GDP from the fourth quarter of 2019 (pre-COVID-19) through the second quarter of 2021 is forecasted to contract 7.0 percent.
Civilian unemployment rate of 13.7 percent in the second quarter of 2020 slowly improves to 10.0 percent by the second quarter of 2021.
WTI oil prices are projected to average $32.90 over the next 12 months.
Cumulative GDP from the fourth quarter of 2019 (pre-COVID-19) through the second quarter of 2021 forecasted to grow by 0.7 percent.
Civilian unemployment rate of 13.7 percent in the second quarter of 2020 quickly improves to 6.8 percent by the second quarter of 2021.
WTI oil prices are projected to average $42.78 per barrel over the next 12 months.

The civilian unemployment rate is used in estimating expected credit losses for a number of our portfolios because historically it has been a good indicator of financial difficulty. The upward change in unemployment rates during the first half of 2020 was unprecedented and has been considered within the context of the government’s response through the CARES Act. These enacted economic stimulus programs, which expire in the third quarter of 2020, have increased benefits available and broadened definitions of those eligible for unemployment benefits. As a result, the historical relationship between unemployment rates and credit losses is currently not a reliable indicator of future expected credit losses. Instead, management developed a forecast for civilian unemployment rates then analyzed the effect of enacted economic stimulus. This analysis showed current expected credit losses are likely more similar to unemployment rates 2 to 4 percentage points lower than forecasted rates. We maintainreduced the base case forecasted civilian unemployment rate for the third quarter of 2020 to 8.4 percent, the downside case to 9.7 percent, and the upside case to 7.4 percent.
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Management took a similar approach in estimating the impact of possible future government stimulus programs deployed after the third quarter of 2020 for the remainder of the forecast period. Expected credit losses are likely to be more similar to unemployment rates that are 1 percentage point lower than forecasted rates causing management to reduce its estimate of expected credit losses through a qualitative adjustment of $15 million.

The second quarter provision for credit losses was also affected by changes in risk grading. A summary of loans by risk grade is included in Note 4 to the Consolidated Financial Statements. Non-pass grade loans which include other loans especially mentioned, defined by regulatory guidelines as loans that are currently performing in compliance with original terms but may have a potential weakness that deserves management’s close attention, accruing substandard loans, and nonaccruing loans totaled $1.5 billion at June 30, an $816 million increase from March 31. Non-pass graded energy loans totaled $1.1 billion at June 30, a $716 million increase from March 31. The recent oil price decline, coupled with the capital markets environment requiring certain customers to work through their liquidity needs weighed on some energy borrowers. The forward price curve for energy, particularly oil, remained depressed throughout most of the second quarter, but recovered somewhat in June. This risk grade migration was realized as we completed most of our energy borrowing base redeterminations in April and May. Prices have improved since, but do remain fragile and closely tied to the continued economic recovery. Should current price levels hold into our next semi-annual borrowing base redetermination in the fall, we would anticipate positive credit quality migration in this portfolio.

Although fiscal stimulus through PPP, SBA support and other CARES Act programs have had a positive impact on credit quality, we received a number of deferral or forbearance requests early in the second quarter. All requests were evaluated on a case-by-case basis and all loans greater than $1 million that requested forbearance were reviewed for proper grading. We granted $1.2 billion in forbearance requests from customers as of June 30, including $704 million, or 5 percent of commercial loans, primarily in small business and healthcare, $398 million, or 9 percent of commercial real estate loans and $143 million, or 4 percent of loans to individuals. As of mid-July, we are approaching the expiration of the first 90-day deferral period. Upon request, we will consider an additional 90-day deferral. To date, over 60 percent of the loans with payment deferrals are going back to regular payments.

The allowance for loan losses totaled $436 million or 1.80 percent of outstanding loans and 175 percent of nonaccruing loans at June 30, 2020, excluding residential mortgage loans guaranteed by U.S. government agencies. The combined allowance for loan losses and an accrual for off-balance sheet credit risk. At Septemberrisk from unfunded loan commitments was $469 million or 1.94 percent of outstanding loans and 188 percent of nonaccruing loans at June 30, 2019,2020. Excluding PPP loans, the allowance for loan losses was 1.97 percent of outstanding loans and the combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments was 2.12 percent.

The allowance for credit losses totaled $206attributed to energy was 4.44 percent of outstanding energy loans at June 30. Our semi-annual borrowing base redeterminations based on forward pricing curves that existed at that time resulted in credit quality migration. While forward prices subsequently improved, the pricing environment remains fragile and tied to the continued economic recovery from the impact of the COVID-19 pandemic. We believe the duration of the downturn is a more significant factor affecting performance than the level of prices.

We also conduct quarterly stress tests of our energy borrowers with more than 50 percent funding on their lines of credit and all non-pass graded loans using a current price deck discounted at 20 percent. This stress test helps us identify potential issues, although the most recent test corroborated the risk grading of energy borrowers evaluated once hedging was taken into consideration. Of all the energy customers that we stress test, which makes up 96 percent of production loans outstanding, 91 percent of our customers have some level of hedging in the 12-month range and many of them carry into the 24-month range.

The company recorded a $93.8 million provision for credit losses in the first quarter of 2020. The allowance for loan losses was $315 million or 0.921.40 percent of outstanding loans and 124199 percent of nonaccruing loans, excluding loans guaranteed by U.S. government agencies. Excluding acquired loans measuredagencies at acquisition date fair value, theMarch 31, 2020. The combined allowance for loan losses was 1.02 percent of outstanding loans and 130 percent of nonaccruing loans. The allowance for loan losses was $204 million and the accrual for off-balance sheet credit losses was $1.4 million. At June 30, 2019, the combined allowance for credit losses was $204 million or 0.92 percent of outstanding loans and 115 percent of nonaccruing loans, excluding loans guaranteed by U.S. government agencies. Excluding acquired loans measured at acquisition date fair value, the combined allowance for loan losses was 1.03 percent of outstanding loans and 126 percent of nonaccruing loans. The allowance for loan losses was $203 million and the accrual for off-balance sheet credit losses was $1.9 million. 

The provision for credit losses is the amount necessary to maintain the allowance for loan losses and an accrual for off-balance sheet credit risk at an amount determined by management to be appropriate based on its evaluation. The provision includes the combined charge to expense for both the allowance forfrom unfunded loan losses and the accrual for off-balance sheet credit risk. All losses incurred from lending activities will ultimately be reflected in charge-offs against the allowance for loan losses following funds advanced againstcommitments was $344 million or 1.53 percent of outstanding commitments. Based on an evaluation of all credit factors, including overall growth in the originated loan portfolio, the trends in nonaccruing loans, potential problem loans and net charge-offs, the Company determined that a $12.0 million provision for credit losses was appropriate for the third quarter of 2019. The Company recorded a $5.0 million provision for credit losses in the second quarter of 2019.




Table 20 -- Summary of Loan Loss Experience
(In thousands)
  Three Months Ended
  Sept. 30, 2019 June 30, 2019 Mar. 31, 2019 Dec. 31, 2018 Sept. 30, 2018
Allowance for loan losses:          
Beginning balance $202,534
 $205,340
 $207,457
 $210,569
 $215,142
Loans charged off:          
Commercial (9,875) (11,385) (10,468) (12,940) (9,602)
Commercial real estate 
 (118) 
 
 
Residential mortgage (56) (94) (42) (52) (91)
Personal (1,776) (1,630) (1,265) (1,523) (1,380)
Total (11,707) (13,227) (11,775) (14,515) (11,073)
Recoveries of loans previously charged off:          
Commercial 260
 434
 711
 1,267
 1,263
Commercial real estate 60
 4,345
 112
 232
 40
Residential mortgage 119
 149
 154
 71
 229
Personal 627
 575
 712
 598
 560
Total 1,066
 5,503
 1,689
 2,168
 2,092
Net loans recovered (charged off) (10,641) (7,724) (10,086) (12,347) (8,981)
Provision for loan losses 12,539
 4,918
 7,969
 9,235
 4,408
Ending balance $204,432
 $202,534
 $205,340
 $207,457
 $210,569
Accrual for off-balance sheet credit losses:          
Beginning balance $1,903
 $1,821
 $1,790
 $2,025
 $2,433
Provision for off-balance sheet credit losses (539) 82
 31
 (235) (408)
Ending balance $1,364
 $1,903
 $1,821
 $1,790
 $2,025
Total combined provision for credit losses $12,000
 $5,000
 $8,000
 $9,000
 $4,000
Allowance for loan losses to loans outstanding at period-end 0.92% 0.91% 0.94% 0.96% 1.15%
Net charge-offs (recoveries) (annualized) to average loans 0.19% 0.14% 0.19% 0.23% 0.20%
Total provision for credit losses (annualized) to average loans 0.21% 0.09% 0.15% 0.17% 0.09%
Recoveries to gross charge-offs 9.11% 41.60% 14.34% 14.94% 18.89%
Accrual for off-balance sheet credit losses to off-balance sheet credit commitments 0.01% 0.02% 0.01% 0.01% 0.02%
Combined allowance for credit losses to loans outstanding at period-end 0.92% 0.92% 0.95% 0.97% 1.16%
Allowance for Loan Losses

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

Loans are considered to be impaired when it is probable that we will not collect all amounts due according to the original contractual terms of the loan agreement. This includes all nonaccruing loans, all loans modified in troubled debt restructurings and all government guaranteed loans repurchased from GNMA pools. A specific allowance is required when the outstanding principal balance of the loan is not supported by either the discounted cash flows expected to be received from the borrower or the fair value of collateral for collateral dependent loans. At September 30, 2019, impaired loans totaled $358 million, including $26 million with specific allowances of $7.5 million and $331 million with no specific allowances. At June 30, 2019, impaired loans totaled $372 million, including $9.3 million of impaired loans with specific allowances of $4.0 million and $363 million with no specific allowances.


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

The aggregate amount of general allowances for all unimpaired loans totaled $179 million at September 30, 2019, a $2.5 million decrease compared to June 30, 2019. A decrease in general allowances related to the commercial loan segment was partially offset by an increase in general allowances related to the personal loan segment.

Nonspecific allowances are maintained for risks beyond factors specific to a particular portfolio segment or loan class. These factors include trends in the economy in our primary lending areas, concentrations in loans with large balances and other relevant factors. Nonspecific allowances totaled $18 million at September 30, 2019, a $918 thousand increase compared to June 30, 2019.

An allocation of the allowance for loan losses by portfolio segment is included in Note 4 to the Consolidated Financial Statements.

Our loan monitoring process also identified certain accruing substandard 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 $143 million at September 30, 2019 and were primarily composed of $38 million or less than 1217 percent of energy loans, $37 million or 1.12 percent of service sector loans, $17 million or less than 1 percent of healthcare sector loans, $17 million or 2.31 percent of other commercial and industrial loans and $13 million or 1.81 percent of manufacturing sectornonaccruing loans. Potential problem loans totaled $161 million at June 30, 2019.

Based on regulatory guidelines, other loans especially mentioned are in compliance with the original terms of the agreement but may have a weakness that deserves management's close attention. Other loans especially mentioned totaled $179 million at September 30, 2019 and were composed primarily of $60 million or 1.47 percent of energy sector loans, $38 million or 1.17 percent of service sector loans, $25 million or 0.83 percent healthcare sector loans, $24 million or 3.47 percent of manufacturing sector loans and $12 million or 1.51 percent of commercial real estate loans secured by retail facilities. Other loans especially mentioned totaled $141 million at June 30, 2019.
Net Loans Charged OffCommercial Real Estate

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

The commercial real estate loan balance as a percentage of our total loan portfolio has ranged from 19 percent to 22 percent over the past five years. The outstanding balance of commercial real estate loans increased $104 million over March 31, 2020. Multifamily residential loans, our largest exposure in commercial real estate, increased $125 million to $1.4 billion at June 30, 2020. Pay downs from refinances into the permanent market slowed during the second quarter. Loans secured by office buildings increased $12 million to $974 million. Loans secured by other commercial real estate properties decreased $32 million to $533 million. Loans secured by retail facilities were $780 million at June 30, 2020, largely unchanged from the prior quarter.

Approximately 71 percent of loans in this segment are in our geographic footprint based on collateral location. The largest concentration of loans in this segment outside our footprint is no longer coveredUtah, totaling 7 percent of the segment, followed by California at 6 percent. All other states represent less than 5 percent individually.

Loans secured by retail facilities and office buildings may be adversely impacted by measures being taken to hinder the spread of the virus as well as changes in consumer behavior.
Payment Protection Program
We are actively participating in programs initiated by the paying capacityCoronavirus Aid, Relief and Economic Security Act ("CARES Act"), including the Small Business Administration's ("SBA") Paycheck Protection Program ("PPP") that began on April 3, 2020. PPP provided fully forgivable loans when utilized for qualified expenditures, including to help small business maintain payrolls during the COVID-19 pandemic. These loans have a contractual term of two years, though most are expected to be forgiven prior to maturity after completion of a compliance period. Loans are guaranteed and amounts forgiven will be reimbursed to the Company by the SBA. The loans carry a rate of 1 percent. Interest plus loan fees, which vary depending on loan size, are accrued over the contractual life of the loan. Any unaccreted origination fees will be recognized when the loan is paid.
Loans to Individuals

Loans to individuals include residential mortgage and personal loans. Residential mortgage loans provide funds for our customers to purchase or refinance their primary residence or to borrow against the equity in their home. These loans are secured by a first or second mortgage on the customer's primary residence. These loans are made in accordance with underwriting policies we believe to be conservative and are fully documented. Loans may be individually underwritten or credit scored based on size and other criteria. Credit scoring is assessed based on significant credit characteristics including credit history, residential and employment stability.

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. Home equity loans are primarily first-lien and fully amortizing.

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Residential mortgage, which includes home equity loans, and personal loans are made in accordance with underwriting policies we believe to be conservative and are fully documented. Loans may be individually underwritten or credit scored based on size and other criteria. Credit scoring is assessed based on significant credit characteristics including credit history, residential and employment stability.

Personal loans consist primarily of loans to Wealth Management clients secured by the cash surrender value of insurance policies and marketable securities. It also includes direct loans secured by and for the purchase of automobiles, recreational and marine equipment as well as unsecured loans.

Approximately 93 percent of the loans in this segment are secured by collateral located within our geographical footprint. Loans for which the collateral location is less relevant, such as unsecured loans are categorized by the borrower’s primary operating location.

Residential mortgage loans guaranteed by U.S. government agencies have limited credit exposure because of the agency guarantee. This amount includes residential mortgage loans previously sold into GNMA mortgage pools that the Company may repurchase when certain defined delinquency criteria are met. Because of this repurchase right, the Company is deemed to have regained effective control over these loans and must include them on the Consolidated Balance Sheet.

The Company secondarily evaluates loan portfolio performance based on the primary geographical market managing the loan. Loans attributed to a geographical market may not represent the location of the borrower based on an evaluation of available cash resourcesor the collateral. All permanent mortgage loans serviced by our mortgage banking unit and collateral value. Internally risk graded loansheld for investment by the Company are evaluated quarterly and charge-offs are takencentrally managed by the Oklahoma market.

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Table 13-- Loans Managed by Primary Geographical Market
(In thousands)
June 30, 2020Mar. 31, 2020Dec. 31, 2019Sept. 30, 2019June 30, 2019
Texas:
Commercial$5,771,691  $6,350,690  $6,174,894  $6,220,227  $5,877,265  
Commercial real estate1,389,547  1,296,266  1,259,117  1,292,116  1,341,609  
Paycheck protection program612,133  —  —  —  —  
Loans to individuals748,474  756,634  727,175  749,361  673,463  
Total Texas8,521,845  8,403,590  8,161,186  8,261,704  7,892,337  
Oklahoma:
Commercial5,086,934  3,886,086  3,454,825  3,690,100  3,762,234  
Commercial real estate636,021  593,473  631,026  679,786  717,970  
Paycheck protection program442,518  —  —  —  —  
Loans to individuals1,967,665  1,788,518  1,854,864  1,753,698  1,786,162  
Total Oklahoma8,133,138  6,268,077  5,940,715  6,123,584  6,266,366  
Colorado:
Commercial1,600,382  2,181,309  2,169,598  2,247,798  2,325,742  
Commercial real estate937,742  955,608  927,826  975,066  1,023,410  
Paycheck protection program488,279  —  —  —  —  
Loans to individuals264,872  268,674  276,939  303,605  314,317  
Total Colorado3,291,275  3,405,591  3,374,363  3,526,469  3,663,469  
Arizona:
Commercial1,036,862  1,396,582  1,307,073  1,276,534  1,330,415  
Commercial real estate689,121  714,161  728,832  771,425  761,243  
Paycheck protection program318,961  —  —  —  —  
Loans to individuals177,066  181,821  186,539  170,815  168,019  
Total Arizona2,222,010  2,292,564  2,222,444  2,218,774  2,259,677  
Kansas/Missouri:
Commercial404,860  556,255  527,872  566,969  602,836  
Commercial real estate314,504  310,799  322,541  374,795  331,443  
Paycheck protection program76,724  —  —  —  —  
Loans to individuals102,577  116,734  131,069  146,522  155,453  
Total Kansas/Missouri898,665  983,788  981,482  1,088,286  1,089,732  
New Mexico:
Commercial182,688  327,164  305,320  335,409  350,520  
Commercial real estate455,574  434,150  402,148  374,331  385,058  
Paycheck protection program128,058  —  —  —  —  
Loans to individuals83,470  87,110  90,257  92,270  92,626  
Total New Mexico849,790  848,424  797,725  802,010  828,204  
Arkansas:
Commercial75,093  97,889  92,068  87,588  87,896  
Commercial real estate131,635  145,628  162,293  158,538  149,300  
Paycheck protection program14,755  —  —  —  —  
Loans to individuals17,684  18,419  18,711  18,414  18,671  
Total Arkansas239,167  261,936  273,072  264,540  255,867  
Total BOK Financial loans$24,155,890  $22,463,970  $21,750,987  $22,285,367  $22,255,652  
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Off-Balance Sheet Commitments

We enter into certain off-balance sheet arrangements in the normal course of business as shown in Table 14. 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.

We have off-balance sheet commitments related to certain residential mortgage loans sold into mortgage-backed securities as part of our mortgage banking activities. We retain off-balance sheet credit risk related to losses in excess of amounts guaranteed by the U.S. Department of Veteran's Affairs ("VA"). During the second quarter, we sold mortgage servicing rights related to residential mortgage loans primarily guaranteed by the VA with an unpaid principal balance of $1.6 billion.

We also have off-balance sheet credit risk related to certain residential mortgage loans primarily originated under community development loan programs that were sold to a U.S. government agency with full recourse prior to 2007. We are obligated to repurchase these loans for the life of these loans in which the lossevent of foreclosure for the unpaid principal and interest at the time of foreclosure. The majority of our conforming fixed rate loan originations are sold in the secondary market and we only retain repurchase obligations under standard underwriting representations and warranties.

The CARES Act provided protections for borrowers with agency-backed residential mortgages that are serviced by the Company. Forbearance must be granted upon receiving a request from a borrower and the borrower's attestation to a financial hardship associated with the COVID-19 emergency. The Bank is identified. Non-risk gradedrequired to offer up to a 6 month forbearance, with the possibility of an additional 6 month extension. This program was available to all current and delinquent borrowers, including those in bankruptcy and/or foreclosure. As of June 30, 2020, agency-serviced loans in forbearance included 4,503 borrowers with an unpaid principal balance of $792 million. For certain contracts, we must advance principal and interest payments during the forbearance period. Advances as of June 30, 2020 totaled $6.2 million. Advances are generally charged offreimbursed to us by the appropriate agencies. Loans in forbearance are considered delinquent when payments are not made for purposes of valuing mortgage servicing rights and for purposes of determining GNMA loans that are eligible to be repurchased. As of June 30, 2020, 40% of borrowers in forbearance remained current.

Table 14 – Off-Balance Sheet Credit Commitments
(In thousands)
 June 30, 2020Mar. 31, 2020Dec. 31, 2019Sept. 30, 2019June 30, 2019
Loan commitments$10,298,572  $9,960,678  $11,065,649  $11,259,366  $11,411,819  
Standby letters of credit693,177  683,516  645,505  712,944  698,527  
Unpaid principal balance of residential mortgage loans sold with recourse82,305  86,336  88,808  92,139  93,606  
Unpaid principal balance of residential mortgage loans transferred into mortgage-backed securities guaranteed by U.S. Dept. of Veteran's Affairs1,715,025  3,217,567  3,375,451  3,472,375  3,568,408  
Customer Derivative Programs
We offer programs that permit our customers to hedge various risks, including fluctuations in energy, cattle and other agricultural product prices, interest rates and foreign exchange rates. Each of these programs work essentially the same way. Derivative contracts are executed between 60 daysthe customers and 180 days pastthe Company. Offsetting contracts are executed between the Company and selected counterparties to minimize market risk due dependingto 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 scenarios to determine the maximum exposure we are willing to have individually to any customer. Customers may also be required to provide cash margin or other collateral in conjunction with our credit agreements to further limit our credit risk.

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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 the counterparty’s ability to provide margin collateral was impaired. Credit losses on customer derivatives reduce brokerage and trading revenue in the Consolidated Statements of Earnings.

Derivative contracts are carried at fair value. At June 30, 2020, the net fair values of derivative contracts, before consideration of cash margin, reported as assets under these programs totaled $658 million compared to $929 million at March 31, 2020. At June 30, 2020, the net fair value of our derivative contracts included $282 million for foreign exchange contracts, $235 million for energy contracts and $140 million for interest rate swaps. The aggregate net fair value of derivative contracts, before consideration of cash margin, held under these programs reported as liabilities totaled $620 million at June 30, 2020 and $893 million at March 31, 2020.

At June 30, 2020, total derivative assets were reduced by $156 million of cash collateral received from counterparties and total derivative liabilities were reduced by $132 million of cash collateral paid to counterparties related to instruments executed with the same counterparty under a master netting agreement.

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

The fair value of derivative contracts reported as assets under these programs, net of cash margin held by the Company, by category of debtor at June 30, 2020 follows in Table 15.

Table 15 -- Fair Value of Derivative Contracts
(In thousands)
Customers$292,957 
Banks and other financial institutions162,132 
Exchanges and clearing organizations46,645 
Fair value of customer risk management program asset derivative contracts, net$501,734 
At June 30, 2020, our largest derivative exposure was to an exchange for energy contracts of $47 million.

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 $26.16 per barrel of oil would not be great enough to create a scenario in which we are owed by our customers. This is due to the price of oil being within the weighted average fixed price of the portfolio. Rather, we would be owed by the counterparties, however, due to our margining status with counterparties, one would not see any impact here. An increase in prices equivalent to $53.24 per barrel of oil would increase the fair value of derivative assets by $127 million as margin received falls faster than the asset values. Further increases in price to the equivalent of $70.65 per barrel of oil would increase the fair value of our derivative assets by $312 million with lending customers comprising the bulk of the assets. Liquidity requirements of this program may also be affected by our credit rating. At June 30, 2020, a decrease in our credit rating to below investment grade would increase our obligation to post cash margin on existing contracts by approximately $10 million. The fair value of our to-be-announced residential mortgage-backed securities and interest rate swap derivative contracts is affected by changes in interest rates. Based on our assessment as of June 30, 2020, changes in interest rates would not materially impact regulatory capital or liquidity needed to support this portion of our customer derivative program.
- 27 -


Summary of Credit Loss Experience

Table 16 -- Summary of Credit Loss Experience
(In thousands)
Three Months Ended
June 30, 2020Mar. 31, 2020
Allowance for loan losses:
Beginning balance$315,311  $210,759  
CECL transition adjustment1
—  25,809  
Beginning balance, adjusted315,311  236,568  
Loans charged off(15,570) (18,917) 
Recoveries of loans previously charged off1,491  1,696  
Net loans charged off(14,079) (17,221) 
Provision for credit losses134,365  95,964  
Ending balance$435,597  $315,311  
Accrual for off-balance sheet credit risk from unfunded loan commitments:
Beginning balance$28,514  $1,585  
CECL transition adjustment—  23,552  
Beginning balance, adjusted28,514  25,137  
Provision for credit losses4,405  3,377  
Ending balance$32,919  $28,514  
Accrual for off-balance sheet credit risk associated with mortgage banking activities:
Beginning balance$9,660  $4,820  
CECL transition adjustment—  10,915  
Beginning balance, adjusted9,660  15,735  
Loans charged off(44) (55) 
Provision for credit losses(3,575) (6,020) 
Ending balance$6,041  $9,660  
Allowance for credit losses related to held-to-maturity (investment) securities:
Beginning balance$1,502  $—  
CECL transition adjustment—  1,052  
Beginning balance, adjusted1,502  1,052  
Provision for credit losses126  450  
Ending balance$1,628  $1,502  
Total provision for credit losses$135,321  $93,771  
Net charge-offs (recoveries) (annualized) to average loans0.23 %0.31 %
Net charge-offs (recoveries) (annualized) to average loans excluding PPP loans2
0.25 %0.31 %
Recoveries to gross charge-offs9.58 %8.97 %
Provision for loan losses (annualized) to average loans2.25 %1.71 %
Allowance for loan losses to loans outstanding at period-end1.80 %1.40 %
Allowance for loan losses to loans outstanding at period-end excluding PPP loans2
1.97 %1.40 %
Accrual for unfunded loan commitments to loan commitments0.32 %0.29 %
Combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments to loans outstanding at period-end1.94 %1.53 %
Combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments to loans outstanding at period-end excluding PPP loans2
2.12 %1.53 %
Included $1.3 million related to measurement changes to the allowance attributed to outstanding loan class. In addition, non-risk gradedbalances and $24.5 million related to recognition of expected credit losses on acquired loans.
2 Metric meaningful due to the unique characteristics and short-term nature of the PPP loans.
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 Three Months Ended
Dec. 31, 2019Sept. 30, 2019June 30, 2019
Allowance for loan losses:  
Beginning balance$204,432  $202,534  $205,340  
Loans charged off(14,268) (11,707) (13,227) 
Recoveries of loans previously charged off1,816  1,066  5,503  
Net loans charged off(12,452) (10,641) (7,724) 
Provision for loan losses18,779  12,539  4,918  
Ending balance$210,759  $204,432  $202,534  
Accrual for off-balance sheet credit losses: 
Beginning balance$1,364  $1,903  $1,821  
Provision for off-balance sheet credit losses221  (539) 82  
Ending balance$1,585  $1,364  $1,903  
Total combined provision for credit losses$19,000  $12,000  $5,000  
Net charge-offs (recoveries) (annualized) to average loans0.22 %0.19 %0.14 %
Recoveries to gross charge-offs12.73 %9.11 %41.60 %
Provision for loan losses (annualized) to average loans0.34 %0.21 %0.09 %
Allowance for loan losses to loans outstanding at period-end0.97 %0.92 %0.91 %
Accrual for off-balance sheet credit losses to off-balance sheet credit commitments0.01 %0.01 %0.02 %
Combined allowance for credit losses and off-balance sheet credit risk from unfunded loan commitments to loans outstanding at period-end0.98 %0.92 %0.92 %

Allowance for Loan Losses and Accrual for Off-Balance Sheet Credit Risk from Unfunded Loan Commitments
The Company adopted FASB Accounting Standard Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Assets Measured at Amortized Cost ("CECL") on January 1, 2020 through a pre-tax cumulative-effect adjustment to equity of $61.4 million. CECL requires recognition of expected credit losses on assets carried at amortized cost over their expected lives. The previous incurred loss model incorporated only known information as of the balance sheet date. Prior years reported under the incurred loss model have not been restated. CECL uses models to measure the probability of default and loss given default over a 12-month reasonable and supportable forecast period. Models incorporate base case, downside and upside macroeconomic variables such as real gross domestic product ("GDP") growth, civilian unemployment rate and West Texas Intermediate ("WTI") oil prices on a probability weighted basis. See Note 4 to the consolidated financial statements for additional discussion of methodology of allowance for loan losses.
The provision for credit losses was $135.3 million for the second quarter of 2020, with $138.8 million related to lending activities. Changes in our reasonable and supportable forecasts of macroeconomic variables, primarily due to the anticipated impact of the on-going COVID-19 pandemic, and other assumptions, required a provision of $54.6 million. All other changes totaled $84.2 million, which included $14.4 million primarily due to increased specific impairment of energy loans, are generally charged-downportfolio changes of $55.7 million primarily due to collateral value within 60 days of being notifiedchanges in risk grades related to energy loans partially offset by the impact of a borrower's bankruptcy filing, regardless of payment status.

BOK Financial haddecrease in loan balances, and net charge-offs of $10.6$14.1 million. The provision related to lending activities was decreased by a $3.6 million reduction in the accrual for expected credit losses from mortgage banking activities. During the second quarter, the Company sold certain mortgage servicing rights related to residential mortgage loans transferred to mortgage-backed securities. These servicing rights expose the Company to credit risk for amounts that exceed the U.S. government agency guarantees.
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Our reasonable and supportable forecast of macroeconomic variables are significantly influenced by the COVID-19 pandemic developments and related government stimulus policies. A summary of macroeconomic variables considered in developing our estimate of expected credit losses follows:
BaseDownsideUpside
Scenario probability weighting50%25%25%
COVID-19 trajectoryLocalized and state-level hotspots with second waves emerging. This leads to more targeted shutdowns; however, widespread shutdown is not enacted.A broader second wave emerges in the second half of 2020. As cases rise, a widespread shutdown is implemented.Improves more quickly than currently expected and the severity of the illness abates. Minimal shutdowns occur, even at a more localized level.
Economic recovery (driven by COVID-19 trajectory)Swoosh shaped recovery. A gradual and measured reopening of the economy after a significant second quarter decline. GDP recovering to pre-COVID-19 levels by mid-year 2022.U-shaped recovery. Pace of recovery is slow. Economic activity and the labor market struggle significantly though improved from April trough. GDP does not recover to pre-COVID-19 levels until late 2023.V-shaped recovery. A more confident and full reopening of the economy. GDP recovering to pre-COVID-19 levels by mid-year 2021.
Fiscal stimulus (driven by economic recovery)Additional fiscal stimulus of $1.3 trillion to $1.6 trillion is expected to be deployed over the next 6 to 9 months. Stimulus will be more targeted and include a less generous round of unemployment benefits and additional direct payment to individuals, state fiscal aid, and support for specifically impacted business sectors.Additional broad-based fiscal stimulus of $2.0 trillion to $2.5 trillion is deployed.Smaller, more-targeted stimulus package of $1.0 trillion to $1.2 trillion is deployed focused on state aid and specific business support.
Macro-eocnomic factors
Cumulative GDP from the fourth quarter of 2019 (pre-COVID-19) through the second quarter of 2021 is forecasted to contract 2.4 percent.
Civilian unemployment rate of 13.7 percent in the second quarter of 2020 gradually improves to 8.5 percent by the second quarter of 2021.
WTI oil prices are projected to generally follow the NYMEX forward curve that existed at the end of June 2020 and are expected to average $39.58 per barrel over the next 12 months.
Cumulative GDP from the fourth quarter of 2019 (pre-COVID-19) through the second quarter of 2021 is forecasted to contract 7.0 percent.
Civilian unemployment rate of 13.7 percent in the second quarter of 2020 slowly improves to 10.0 percent by the second quarter of 2021.
WTI oil prices are projected to average $32.90 over the next 12 months.
Cumulative GDP from the fourth quarter of 2019 (pre-COVID-19) through the second quarter of 2021 forecasted to grow by 0.7 percent.
Civilian unemployment rate of 13.7 percent in the second quarter of 2020 quickly improves to 6.8 percent by the second quarter of 2021.
WTI oil prices are projected to average $42.78 per barrel over the next 12 months.

The civilian unemployment rate is used in estimating expected credit losses for a number of our portfolios because historically it has been a good indicator of financial difficulty. The upward change in unemployment rates during the first half of 2020 was unprecedented and has been considered within the context of the government’s response through the CARES Act. These enacted economic stimulus programs, which expire in the third quarter of 2019, compared2020, have increased benefits available and broadened definitions of those eligible for unemployment benefits. As a result, the historical relationship between unemployment rates and credit losses is currently not a reliable indicator of future expected credit losses. Instead, management developed a forecast for civilian unemployment rates then analyzed the effect of enacted economic stimulus. This analysis showed current expected credit losses are likely more similar to net charge-offs of $7.7 million inunemployment rates 2 to 4 percentage points lower than forecasted rates. We reduced the second quarter of 2019 and net charge-offs of $9.0 million in the third quarter of 2018. The ratio of net loans charged off to average loans on an annualized basis was 0.19 percentbase case forecasted civilian unemployment rate for the third quarter of 2019, compared with 0.142020 to 8.4 percent, for the second quarterdownside case to 9.7 percent, and the upside case to 7.4 percent.
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Management took a similar approach in estimating the impact of 2019 and 0.20 percent forpossible future government stimulus programs deployed after the third quarter of 2018. 

Net charge-offs of commercial loans were $9.6 million in the third quarter of 2019, primarily related to a single energy production borrower, a single healthcare sector borrower and a single other commercial and industrial sector borrower. Net commercial real estate loan recoveries were $60 thousand in the third quarter of 2019. Net recoveries of residential mortgage loans were $63 thousand and net charge-offs of personal loans were $1.1 million2020 for the third quarter. Personal loan net charge-offs include deposit account overdraft losses.


Nonperforming Assets

remainder of the forecast period. Expected credit losses are likely to be more similar to unemployment rates that are 1 percentage point lower than forecasted rates causing management to reduce its estimate of expected credit losses through a qualitative adjustment of $15 million.
Table 21 -- Nonperforming Assets
(In thousands)
  Sept. 30, 2019 June 30, 2019 Mar. 31, 2019 Dec. 31, 2018 Sept. 30, 2018
Nonaccruing loans:          
Commercial $111,706
 $123,395
 $90,358
 $99,841
 $109,490
Commercial real estate 23,185
 21,670
 21,508
 21,621
 1,316
Residential mortgage 37,304
 38,477
 40,409
 41,555
 41,917
Personal 271
 237
 302
 230
 269
Total nonaccruing loans 172,466
 183,779
 152,577
 163,247
 152,992
Accruing renegotiated loans guaranteed by U.S. government agencies 92,718
 95,989
 91,787
 86,428
 83,347
Real estate and other repossessed assets 21,026
 16,940
 17,139
 17,487
 24,515
Total nonperforming assets $286,210
 $296,708
 $261,503
 $267,162
 $260,854
Total nonperforming assets excluding those guaranteed by U.S. government agencies $187,160
 $193,976
 $162,770
 $173,602
 $169,717
           
Nonaccruing loans by loan portfolio segment and class:      
  
Commercial:        
  
Energy $88,894
 $71,632
 $35,332
 $47,494
 $54,033
Manufacturing 8,741
 8,613
 9,548
 8,919
 9,202
Services 6,119
 10,087
 9,555
 8,567
 4,097
Healthcare 5,978
 16,148
 18,768
 16,538
 15,704
Wholesale/retail 1,504
 1,390
 1,425
 1,316
 9,249
Public finance 
 
 
 
 
Other commercial and industrial 470
 15,525
 15,730
 17,007
 17,205
Total commercial 111,706
 123,395
 90,358
 99,841
 109,490
           
Commercial real estate:        
  
Retail 20,132
 20,057
 20,159
 20,279
 777
Industrial 909
 
 
 
 
Office 855
 855
 855
 
 
Residential construction and land development 350
 350
 350
 350
 350
Multifamily 286
 275
 
 301
 
Other commercial real estate 653
 133
 144
 691
 189
Total commercial real estate 23,185
 21,670
 21,508
 21,621
 1,316
           
Residential mortgage:        
  
Permanent mortgage 20,165
 21,803
 22,937
 23,951
 22,855
Permanent mortgage guaranteed by U.S. government agencies 6,332
 6,743
 6,946
 7,132
 7,790
Home equity 10,807
 9,931
 10,526
 10,472
 11,272
Total residential mortgage 37,304
 38,477
 40,409
 41,555
 41,917
Personal 271
 237
 302
 230
 269
Total nonaccruing loans $172,466
 $183,779
 $152,577
 $163,247
 $152,992
           
           
Allowance for loan losses to nonaccruing loans1
 123.05% 114.40% 141.00% 132.89% 145.02%
Accruing loans 90 days or more past due1
 $1,541
 $2,698
 $610
 $1,338
 $518
1
Excludes residential mortgages guaranteed by agencies of the U.S. Government.


Nonperforming assets totaled $286 million or 1.28 percentThe second quarter provision for credit losses was also affected by changes in risk grading. A summary of outstanding loans and repossessed assets at September 30, 2019. Nonaccruing loans totaled $172 million, accruing renegotiated residential mortgage loans totaled $93 million and real estate and other repossessed assets totaled $21 million. All accruing renegotiated residential mortgage loans and $6.3 million of nonaccruing loans are guaranteed by U.S. government agencies. Excluding assets guaranteed by U.S. government agencies, nonperforming assets decreased $6.8 million compared to June 30, 2019. Decreases in nonaccruing commercial and industrial loans and healthcare sector loans were partially offset by an increase in nonaccruing energy loans. The Company generally retains nonperforming assets to maximize potential recovery, which may cause future nonperforming assets to decrease more slowly.

Loans are generally classified as nonaccruing when it becomes probable that we will not collect the full contractual principal and interest. As more fully discussedrisk grade is included in Note 4 to the Consolidated Financial Statements,Statements. Non-pass grade loans which include other loans especially mentioned, defined by regulatory guidelines as loans that are currently performing in compliance with original terms but may have a potential weakness that deserves management’s close attention, accruing substandard loans, and nonaccruing loans totaled $1.5 billion at June 30, an $816 million increase from March 31. Non-pass graded energy loans totaled $1.1 billion at June 30, a $716 million increase from March 31. The recent oil price decline, coupled with the capital markets environment requiring certain customers to work through their liquidity needs weighed on some energy borrowers. The forward price curve for energy, particularly oil, remained depressed throughout most of the second quarter, but recovered somewhat in June. This risk grade migration was realized as we may modifycompleted most of our energy borrowing base redeterminations in April and May. Prices have improved since, but do remain fragile and closely tied to the continued economic recovery. Should current price levels hold into our next semi-annual borrowing base redetermination in the fall, we would anticipate positive credit quality migration in this portfolio.

Although fiscal stimulus through PPP, SBA support and other CARES Act programs have had a positive impact on credit quality, we received a number of deferral or forbearance requests early in the second quarter. All requests were evaluated on a case-by-case basis and all loans greater than $1 million that requested forbearance were reviewed for proper grading. We granted $1.2 billion in troubled debt restructurings. Modifications may include extensionforbearance requests from customers as of June 30, including $704 million, or 5 percent of commercial loans, primarily in small business and healthcare, $398 million, or 9 percent of commercial real estate loans and $143 million, or 4 percent of loans to individuals. As of mid-July, we are approaching the expiration of the first 90-day deferral period. Upon request, we will consider an additional 90-day deferral. To date, over 60 percent of the loans with payment termsdeferrals are going back to regular payments.

The allowance for loan losses totaled $436 million or 1.80 percent of outstanding loans and rate concessions. We generally do not forgive principal or accrued but unpaid interest. Generally175 percent of nonaccruing loans modified in troubled debt restructurings, except forat June 30, 2020, excluding residential mortgage loans guaranteed by U.S. government agencies, are currently classified as nonaccruing. We may also renew matured nonaccruing loans. Allagencies. The combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments was $469 million or 1.94 percent of outstanding loans and 188 percent of nonaccruing loans including those renewed or modifiedat June 30, 2020. Excluding PPP loans, the allowance for loan losses was 1.97 percent of outstanding loans and the combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments was 2.12 percent.

The allowance for credit losses attributed to energy was 4.44 percent of outstanding energy loans at June 30. Our semi-annual borrowing base redeterminations based on forward pricing curves that existed at that time resulted in troubled debt restructurings, are charged off whencredit quality migration. While forward prices subsequently improved, the loan balance is no longer covered bypricing environment remains fragile and tied to the paying capacitycontinued economic recovery from the impact of the borrower basedCOVID-19 pandemic. We believe the duration of the downturn is a more significant factor affecting performance than the level of prices.

We also conduct quarterly stress tests of our energy borrowers with more than 50 percent funding on their lines of credit and all non-pass graded loans using a quarterly evaluationcurrent price deck discounted at 20 percent. This stress test helps us identify potential issues, although the most recent test corroborated the risk grading of available cash resourcesenergy borrowers evaluated once hedging was taken into consideration. Of all the energy customers that we stress test, which makes up 96 percent of production loans outstanding, 91 percent of our customers have some level of hedging in the 12-month range and collateral value. Nonaccruingmany of them carry into the 24-month range.

The company recorded a $93.8 million provision for credit losses in the first quarter of 2020. The allowance for loan losses was $315 million or 1.40 percent of outstanding loans generally remain on nonaccrual status until full collectionand 199 percent of principal and interest in accordance with the original terms, including principal previously charged off, is probable. We generally do not voluntarily modify personalnonaccruing loans, to troubled borrowers. Personal loans modified at the direction of bankruptcy court orders are identified as troubled debt restructurings and classified as nonaccruing.

Accruing renegotiatedexcluding loans guaranteed by U.S. government agencies represent residential mortgage loans that have been modified in troubled debt restructurings. See Note 4 to the Consolidated Financial Statementsat March 31, 2020. The combined allowance for additional discussion of troubled debt restructurings. Generally, we modify residential mortgage loans primarily by reducing interest ratesloan losses and extending the number of payments in accordance with U.S. government agency guidelines. Generally, no unpaid principal or interest is forgiven. Interest continues to accrue based on the modified terms of the loan. Modified loans guaranteed by U.S. government agencies under residential mortgage loan programs may be sold once they become eligible according to U.S. government agency guidelines.

A rollforward of nonperforming assetsaccrual for the three and nine months ended September 30, 2019 follows in Table 22.

Table 22 -- Rollforward of Nonperforming Assets
(In thousands)
  Three Months Ended
  September 30, 2019
  
 
Nonaccruing Loans
 
 
Renegotiated Loans
 Real Estate and Other Repossessed Assets Total Nonperforming Assets
Balance, June 30, 2019 $183,779
 $95,989
 $16,940
 $296,708
Additions 35,799
 9,371
 
 45,170
Payments (27,549) (765) 
 (28,314)
Charge-offs (11,707) 
 
 (11,707)
Net gains (losses) and write-downs 
 
 1,064
 1,064
Foreclosure of nonperforming loans (5,883) 
 5,883
 
Foreclosure of loans guaranteed by U.S. government agencies (967) (2,685) 
 (3,652)
Proceeds from sales 
 (9,508) (2,861) (12,369)
Return to accrual status 
 
 
 
Other, net 
 316
 
 316
Balance, September 30, 2019 $173,472
 $92,718
 $21,026
 $287,216


         
  Nine Months Ended
  September 30, 2019
  
 
Nonaccruing Loans
 
 
Renegotiated Loans
 Real Estate and Other Repossessed Assets Total Nonperforming Assets
Balance, December 31, 2018 $163,247
 $86,428
 $17,487
 $267,162
Additions 115,602
 36,182
 
 151,784
Payments (56,852) (1,971) 
 (58,823)
Charge-offs (36,709) 
 
 (36,709)
Net gains (losses) and write-downs 
 
 901
 901
Foreclosure of nonperforming loans (8,489) 
 8,489
 
Foreclosure of loans guaranteed by U.S. government agencies (2,457) (8,103) 
 (10,560)
Proceeds from sales 
 (20,731) (5,851) (26,582)
Return to accrual status (1,876) 
 
 (1,876)
Other, net 
 913
 
 913
Balance, September 30, 2019 $172,466
 $92,718
 $21,026
 $286,210

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

Nonaccruing commercial loans totaled $112from unfunded loan commitments was $344 million or 0.771.53 percent of total commercialoutstanding loans at September 30, 2019 compared to $123 million or 0.86and 217 percent of commercial loans at June 30, 2019. There were $27 million in newly identified nonaccruing commercial loans during the quarter, offset by $24 million in payments, $10 million of charge-offs and $5.5 million of foreclosures of nonaccruing commercial loans during the third quarter.loans.

Nonaccruing commercial loans at September 30, 2019 were primarily composed of $89 million or 2.16 percent of total energy loans.
Commercial Real Estate

NonaccruingCommercial 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 compliance with applicable lending policies.

The commercial real estate loan balance as a percentage of our total loan portfolio has ranged from 19 percent to 22 percent over the past five years. The outstanding balance of commercial real estate loans totaled $23increased $104 million or 0.50 percent of outstandingover March 31, 2020. Multifamily residential loans, our largest exposure in commercial real estate, loansincreased $125 million to $1.4 billion at SeptemberJune 30, 2019, largely unchanged compared2020. Pay downs from refinances into the permanent market slowed during the second quarter. Loans secured by office buildings increased $12 million to $22 million or 0.46 percent of outstanding$974 million. Loans secured by other commercial real estate loansproperties decreased $32 million to $533 million. Loans secured by retail facilities were $780 million at June 30, 2019. 2020, largely unchanged from the prior quarter.

Nonaccruing commercial real estate loans were primarily composed of $20 million or 2.52Approximately 71 percent of loans in this segment are in our geographic footprint based on collateral location. The largest concentration of loans in this segment outside our footprint is Utah, totaling 7 percent of the segment, followed by California at 6 percent. All other states represent less than 5 percent individually.

Loans secured by retail facilities.facilities and office buildings may be adversely impacted by measures being taken to hinder the spread of the virus as well as changes in consumer behavior.
Payment Protection Program
We are actively participating in programs initiated by the Coronavirus Aid, Relief and Economic Security Act ("CARES Act"), including the Small Business Administration's ("SBA") Paycheck Protection Program ("PPP") that began on April 3, 2020. PPP provided fully forgivable loans when utilized for qualified expenditures, including to help small business maintain payrolls during the COVID-19 pandemic. These loans have a contractual term of two years, though most are expected to be forgiven prior to maturity after completion of a compliance period. Loans are guaranteed and amounts forgiven will be reimbursed to the Company by the SBA. The loans carry a rate of 1 percent. Interest plus loan fees, which vary depending on loan size, are accrued over the contractual life of the loan. Any unaccreted origination fees will be recognized when the loan is paid.
Loans to Individuals

Loans to individuals include residential mortgage and personal loans. Residential mortgage loans provide funds for our customers to purchase or refinance their primary residence or to borrow against the equity in their home. These loans are secured by a first or second mortgage on the customer's primary residence. These loans are made in accordance with underwriting policies we believe to be conservative and are fully documented. Loans may be individually underwritten or credit scored based on size and other criteria. Credit scoring is assessed based on significant credit characteristics including credit history, residential and employment stability.

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. Home equity loans are primarily first-lien and fully amortizing.

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Residential Mortgagemortgage, which includes home equity loans, and Personalpersonal loans are made in accordance with underwriting policies we believe to be conservative and are fully documented. Loans may be individually underwritten or credit scored based on size and other criteria. Credit scoring is assessed based on significant credit characteristics including credit history, residential and employment stability.

NonaccruingPersonal loans consist primarily of loans to Wealth Management clients secured by the cash surrender value of insurance policies and marketable securities. It also includes direct loans secured by and for the purchase of automobiles, recreational and marine equipment as well as unsecured loans.

Approximately 93 percent of the loans in this segment are secured by collateral located within our geographical footprint. Loans for which the collateral location is less relevant, such as unsecured loans are categorized by the borrower’s primary operating location.

Residential mortgage loans guaranteed by U.S. government agencies have limited credit exposure because of the agency guarantee. This amount includes residential mortgage loans totaled $37 millionpreviously sold into GNMA mortgage pools that the Company may repurchase when certain defined delinquency criteria are met. Because of this repurchase right, the Company is deemed to have regained effective control over these loans and must include them on the Consolidated Balance Sheet.

The Company secondarily evaluates loan portfolio performance based on the primary geographical market managing the loan. Loans attributed to a geographical market may not represent the location of the borrower or 1.76 percentthe collateral. All permanent mortgage loans serviced by our mortgage banking unit and held for investment by the Company are centrally managed by the Oklahoma market.

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Table 13-- Loans Managed by Primary Geographical Market
(In thousands)
June 30, 2020Mar. 31, 2020Dec. 31, 2019Sept. 30, 2019June 30, 2019
Texas:
Commercial$5,771,691  $6,350,690  $6,174,894  $6,220,227  $5,877,265  
Commercial real estate1,389,547  1,296,266  1,259,117  1,292,116  1,341,609  
Paycheck protection program612,133  —  —  —  —  
Loans to individuals748,474  756,634  727,175  749,361  673,463  
Total Texas8,521,845  8,403,590  8,161,186  8,261,704  7,892,337  
Oklahoma:
Commercial5,086,934  3,886,086  3,454,825  3,690,100  3,762,234  
Commercial real estate636,021  593,473  631,026  679,786  717,970  
Paycheck protection program442,518  —  —  —  —  
Loans to individuals1,967,665  1,788,518  1,854,864  1,753,698  1,786,162  
Total Oklahoma8,133,138  6,268,077  5,940,715  6,123,584  6,266,366  
Colorado:
Commercial1,600,382  2,181,309  2,169,598  2,247,798  2,325,742  
Commercial real estate937,742  955,608  927,826  975,066  1,023,410  
Paycheck protection program488,279  —  —  —  —  
Loans to individuals264,872  268,674  276,939  303,605  314,317  
Total Colorado3,291,275  3,405,591  3,374,363  3,526,469  3,663,469  
Arizona:
Commercial1,036,862  1,396,582  1,307,073  1,276,534  1,330,415  
Commercial real estate689,121  714,161  728,832  771,425  761,243  
Paycheck protection program318,961  —  —  —  —  
Loans to individuals177,066  181,821  186,539  170,815  168,019  
Total Arizona2,222,010  2,292,564  2,222,444  2,218,774  2,259,677  
Kansas/Missouri:
Commercial404,860  556,255  527,872  566,969  602,836  
Commercial real estate314,504  310,799  322,541  374,795  331,443  
Paycheck protection program76,724  —  —  —  —  
Loans to individuals102,577  116,734  131,069  146,522  155,453  
Total Kansas/Missouri898,665  983,788  981,482  1,088,286  1,089,732  
New Mexico:
Commercial182,688  327,164  305,320  335,409  350,520  
Commercial real estate455,574  434,150  402,148  374,331  385,058  
Paycheck protection program128,058  —  —  —  —  
Loans to individuals83,470  87,110  90,257  92,270  92,626  
Total New Mexico849,790  848,424  797,725  802,010  828,204  
Arkansas:
Commercial75,093  97,889  92,068  87,588  87,896  
Commercial real estate131,635  145,628  162,293  158,538  149,300  
Paycheck protection program14,755  —  —  —  —  
Loans to individuals17,684  18,419  18,711  18,414  18,671  
Total Arkansas239,167  261,936  273,072  264,540  255,867  
Total BOK Financial loans$24,155,890  $22,463,970  $21,750,987  $22,285,367  $22,255,652  
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Off-Balance Sheet Commitments

We enter into certain off-balance sheet arrangements in the normal course of outstandingbusiness as shown in Table 14. 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.

We have off-balance sheet commitments related to certain residential mortgage loans at September 30, 2019, a $1.2 million decrease comparedsold into mortgage-backed securities as part of our mortgage banking activities. We retain off-balance sheet credit risk related to June 30, 2019. Newly identified nonaccruing residentiallosses in excess of amounts guaranteed by the U.S. Department of Veteran's Affairs ("VA"). During the second quarter, we sold mortgage loans totaling $3.9 million were offset by $3.6 million of payments. 

Nonaccruingservicing rights related to residential mortgage loans primarily consistguaranteed by the VA with an unpaid principal balance of non-guaranteed permanent$1.6 billion.

We also have off-balance sheet credit risk related to certain residential mortgage loans whichprimarily originated under community development loan programs that were sold to a U.S. government agency with full recourse prior to 2007. We are obligated to repurchase these loans for the life of these loans in the event of foreclosure for the unpaid principal and interest at the time of foreclosure. The majority of our conforming fixed rate loan originations are sold in the secondary market and we only retain repurchase obligations under standard underwriting representations and warranties.

The CARES Act provided protections for borrowers with agency-backed residential mortgages that are serviced by the Company. Forbearance must be granted upon receiving a request from a borrower and the borrower's attestation to a financial hardship associated with the COVID-19 emergency. The Bank is required to offer up to a 6 month forbearance, with the possibility of an additional 6 month extension. This program was available to all current and delinquent borrowers, including those in bankruptcy and/or foreclosure. As of June 30, 2020, agency-serviced loans in forbearance included 4,503 borrowers with an unpaid principal balance of $792 million. For certain contracts, we must advance principal and interest payments during the forbearance period. Advances as of June 30, 2020 totaled $20 million$6.2 million. Advances are generally reimbursed to us by the appropriate agencies. Loans in forbearance are considered delinquent when payments are not made for purposes of valuing mortgage servicing rights and for purposes of determining GNMA loans that are eligible to be repurchased. As of June 30, 2020, 40% of borrowers in forbearance remained current.

Table 14 – Off-Balance Sheet Credit Commitments
(In thousands)
 June 30, 2020Mar. 31, 2020Dec. 31, 2019Sept. 30, 2019June 30, 2019
Loan commitments$10,298,572  $9,960,678  $11,065,649  $11,259,366  $11,411,819  
Standby letters of credit693,177  683,516  645,505  712,944  698,527  
Unpaid principal balance of residential mortgage loans sold with recourse82,305  86,336  88,808  92,139  93,606  
Unpaid principal balance of residential mortgage loans transferred into mortgage-backed securities guaranteed by U.S. Dept. of Veteran's Affairs1,715,025  3,217,567  3,375,451  3,472,375  3,568,408  
Customer Derivative Programs
We offer programs that permit our customers to hedge various risks, including fluctuations in energy, cattle and other agricultural product prices, interest rates and foreign exchange rates. Each of these programs work essentially the same way. Derivative contracts are executed between the customers and the Company. Offsetting contracts are executed between the Company and selected counterparties to minimize market risk due to changes in commodity prices, interest rates or 1.89 percentforeign 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 outstanding non-guaranteed permanent residential mortgage loans at September 30, 2019. Nonaccruing home equity loans totaled $11 millionchanges in commodity prices, interest rates or 1.26 percentforeign exchange rates are evaluated across a range of possible scenarios to determine the maximum exposure we are willing to have individually to any customer. Customers may also be required to provide cash margin or other collateral in conjunction with our credit agreements to further limit our credit risk.

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Counterparty credit risk is evaluated through existing policies and procedures. This evaluation considers the total home equity loans.



Paymentsrelationship between BOK Financial and each of accruing residential mortgage loansthe counterparties. Individual limits are established by management, approved by Credit Administration and personal loansreviewed 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 delinquent. The compositionreduced and additional margin collateral may be required.

A deterioration of residential mortgage loansthe 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 the counterparty’s ability to provide margin collateral was impaired. Credit losses on customer derivatives reduce brokerage and personal loans past due but still accruing is includedtrading revenue in the following Table 23. Substantially all non-guaranteed residential loans past due 90 days or moreConsolidated Statements of Earnings.

Derivative contracts are nonaccruing. Residential mortgage loanscarried at fair value. At June 30, 2020, the net fair values of derivative contracts, before consideration of cash margin, reported as assets under these programs totaled $658 million compared to 59 days past due increased $3.4 million in the third quarter to $8.4$929 million at SeptemberMarch 31, 2020. At June 30, 2019. Residential mortgage loans 602020, the net fair value of our derivative contracts included $282 million for foreign exchange contracts, $235 million for energy contracts and $140 million for interest rate swaps. The aggregate net fair value of derivative contracts, before consideration of cash margin, held under these programs reported as liabilities totaled $620 million at June 30, 2020 and $893 million at March 31, 2020.

At June 30, 2020, total derivative assets were reduced by $156 million of cash collateral received from counterparties and total derivative liabilities were reduced by $132 million of cash collateral paid to 89 days past due increasedcounterparties related to instruments executed with the same counterparty under a master netting agreement.

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

The fair value of derivative contracts reported as assets under these programs, net of cash margin held by $3.2 million. Personal loans past duethe Company, by category of debtor at June 30, to 59 days decreased by $2.4 million and personal loans 60 to 89 days increased $6 thousand.2020 follows in Table 15.

Table 2315 -- Residential Mortgage and Personal Loans Past DueFair Value of Derivative Contracts
(In thousands)
  September 30, 2019 June 30, 2019
  90 Days or More 60 to 89 Days 30 to 59 Days 90 Days or More 60 to 89 Days 30 to 59 Days
Residential mortgage:            
   Permanent mortgage1
 $
 $3,405
 $6,097
 $37
 $
 $3,641
Home equity 
 374
 2,282
 
 553
 1,380
Total residential mortgage $
 $3,779
 $8,379
 37
 $553
 $5,021
   
    
  
    
Personal $29
 $94
 $100
 $10
 $88
 $2,509
1Customers
Excludes past due residential mortgage loans guaranteed by agencies$292,957 
Banks and other financial institutions162,132 
Exchanges and clearing organizations46,645 
Fair value of the U.S. government.customer risk management program asset derivative contracts, net$501,734 

Real Estate
At June 30, 2020, our largest derivative exposure was to an exchange for energy contracts of $47 million.

Our customer derivative program also introduces liquidity and Other Repossessedcapital 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 $26.16 per barrel of oil would not be great enough to create a scenario in which we are owed by our customers. This is due to the price of oil being within the weighted average fixed price of the portfolio. Rather, we would be owed by the counterparties, however, due to our margining status with counterparties, one would not see any impact here. An increase in prices equivalent to $53.24 per barrel of oil would increase the fair value of derivative assets by $127 million as margin received falls faster than the asset values. Further increases in price to the equivalent of $70.65 per barrel of oil would increase the fair value of our derivative assets by $312 million with lending customers comprising the bulk of the assets. Liquidity requirements of this program may also be affected by our credit rating. At June 30, 2020, a decrease in our credit rating to below investment grade would increase our obligation to post cash margin on existing contracts by approximately $10 million. The fair value of our to-be-announced residential mortgage-backed securities and interest rate swap derivative contracts is affected by changes in interest rates. Based on our assessment as of June 30, 2020, changes in interest rates would not materially impact regulatory capital or liquidity needed to support this portion of our customer derivative program.
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Summary of Credit Loss Experience

Table 16 -- Summary of Credit Loss Experience
(In thousands)
Three Months Ended
June 30, 2020Mar. 31, 2020
Allowance for loan losses:
Beginning balance$315,311  $210,759  
CECL transition adjustment1
—  25,809  
Beginning balance, adjusted315,311  236,568  
Loans charged off(15,570) (18,917) 
Recoveries of loans previously charged off1,491  1,696  
Net loans charged off(14,079) (17,221) 
Provision for credit losses134,365  95,964  
Ending balance$435,597  $315,311  
Accrual for off-balance sheet credit risk from unfunded loan commitments:
Beginning balance$28,514  $1,585  
CECL transition adjustment—  23,552  
Beginning balance, adjusted28,514  25,137  
Provision for credit losses4,405  3,377  
Ending balance$32,919  $28,514  
Accrual for off-balance sheet credit risk associated with mortgage banking activities:
Beginning balance$9,660  $4,820  
CECL transition adjustment—  10,915  
Beginning balance, adjusted9,660  15,735  
Loans charged off(44) (55) 
Provision for credit losses(3,575) (6,020) 
Ending balance$6,041  $9,660  
Allowance for credit losses related to held-to-maturity (investment) securities:
Beginning balance$1,502  $—  
CECL transition adjustment—  1,052  
Beginning balance, adjusted1,502  1,052  
Provision for credit losses126  450  
Ending balance$1,628  $1,502  
Total provision for credit losses$135,321  $93,771  
Net charge-offs (recoveries) (annualized) to average loans0.23 %0.31 %
Net charge-offs (recoveries) (annualized) to average loans excluding PPP loans2
0.25 %0.31 %
Recoveries to gross charge-offs9.58 %8.97 %
Provision for loan losses (annualized) to average loans2.25 %1.71 %
Allowance for loan losses to loans outstanding at period-end1.80 %1.40 %
Allowance for loan losses to loans outstanding at period-end excluding PPP loans2
1.97 %1.40 %
Accrual for unfunded loan commitments to loan commitments0.32 %0.29 %
Combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments to loans outstanding at period-end1.94 %1.53 %
Combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments to loans outstanding at period-end excluding PPP loans2
2.12 %1.53 %
Included $1.3 million related to measurement changes to the allowance attributed to outstanding loan balances and $24.5 million related to recognition of expected credit losses on acquired loans.
2 Metric meaningful due to the unique characteristics and short-term nature of the PPP loans.
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 Three Months Ended
Dec. 31, 2019Sept. 30, 2019June 30, 2019
Allowance for loan losses:  
Beginning balance$204,432  $202,534  $205,340  
Loans charged off(14,268) (11,707) (13,227) 
Recoveries of loans previously charged off1,816  1,066  5,503  
Net loans charged off(12,452) (10,641) (7,724) 
Provision for loan losses18,779  12,539  4,918  
Ending balance$210,759  $204,432  $202,534  
Accrual for off-balance sheet credit losses: 
Beginning balance$1,364  $1,903  $1,821  
Provision for off-balance sheet credit losses221  (539) 82  
Ending balance$1,585  $1,364  $1,903  
Total combined provision for credit losses$19,000  $12,000  $5,000  
Net charge-offs (recoveries) (annualized) to average loans0.22 %0.19 %0.14 %
Recoveries to gross charge-offs12.73 %9.11 %41.60 %
Provision for loan losses (annualized) to average loans0.34 %0.21 %0.09 %
Allowance for loan losses to loans outstanding at period-end0.97 %0.92 %0.91 %
Accrual for off-balance sheet credit losses to off-balance sheet credit commitments0.01 %0.01 %0.02 %
Combined allowance for credit losses and off-balance sheet credit risk from unfunded loan commitments to loans outstanding at period-end0.98 %0.92 %0.92 %

Allowance for Loan Losses and Accrual for Off-Balance Sheet Credit Risk from Unfunded Loan Commitments
The Company adopted FASB Accounting Standard Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Assets Measured at Amortized Cost ("CECL") on January 1, 2020 through a pre-tax cumulative-effect adjustment to equity of $61.4 million. CECL requires recognition of expected credit losses on assets carried at amortized cost over their expected lives. The previous incurred loss model incorporated only known information as of the balance sheet date. Prior years reported under the incurred loss model have not been restated. CECL uses models to measure the probability of default and loss given default over a 12-month reasonable and supportable forecast period. Models incorporate base case, downside and upside macroeconomic variables such as real gross domestic product ("GDP") growth, civilian unemployment rate and West Texas Intermediate ("WTI") oil prices on a probability weighted basis. See Note 4 to the consolidated financial statements for additional discussion of methodology of allowance for loan losses.
The provision for credit losses was $135.3 million for the second quarter of 2020, with $138.8 million related to lending activities. Changes in our reasonable and supportable forecasts of macroeconomic variables, primarily due to the anticipated impact of the on-going COVID-19 pandemic, and other assumptions, required a provision of $54.6 million. All other changes totaled $84.2 million, which included $14.4 million primarily due to increased specific impairment of energy loans, portfolio changes of $55.7 million primarily due to changes in risk grades related to energy loans partially offset by the impact of a decrease in loan balances, and net charge-offs of $14.1 million. The provision related to lending activities was decreased by a $3.6 million reduction in the accrual for expected credit losses from mortgage banking activities. During the second quarter, the Company sold certain mortgage servicing rights related to residential mortgage loans transferred to mortgage-backed securities. These servicing rights expose the Company to credit risk for amounts that exceed the U.S. government agency guarantees.
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Our reasonable and supportable forecast of macroeconomic variables are significantly influenced by the COVID-19 pandemic developments and related government stimulus policies. A summary of macroeconomic variables considered in developing our estimate of expected credit losses follows:
BaseDownsideUpside
Scenario probability weighting50%25%25%
COVID-19 trajectoryLocalized and state-level hotspots with second waves emerging. This leads to more targeted shutdowns; however, widespread shutdown is not enacted.A broader second wave emerges in the second half of 2020. As cases rise, a widespread shutdown is implemented.Improves more quickly than currently expected and the severity of the illness abates. Minimal shutdowns occur, even at a more localized level.
Economic recovery (driven by COVID-19 trajectory)Swoosh shaped recovery. A gradual and measured reopening of the economy after a significant second quarter decline. GDP recovering to pre-COVID-19 levels by mid-year 2022.U-shaped recovery. Pace of recovery is slow. Economic activity and the labor market struggle significantly though improved from April trough. GDP does not recover to pre-COVID-19 levels until late 2023.V-shaped recovery. A more confident and full reopening of the economy. GDP recovering to pre-COVID-19 levels by mid-year 2021.
Fiscal stimulus (driven by economic recovery)Additional fiscal stimulus of $1.3 trillion to $1.6 trillion is expected to be deployed over the next 6 to 9 months. Stimulus will be more targeted and include a less generous round of unemployment benefits and additional direct payment to individuals, state fiscal aid, and support for specifically impacted business sectors.Additional broad-based fiscal stimulus of $2.0 trillion to $2.5 trillion is deployed.Smaller, more-targeted stimulus package of $1.0 trillion to $1.2 trillion is deployed focused on state aid and specific business support.
Macro-eocnomic factors
Cumulative GDP from the fourth quarter of 2019 (pre-COVID-19) through the second quarter of 2021 is forecasted to contract 2.4 percent.
Civilian unemployment rate of 13.7 percent in the second quarter of 2020 gradually improves to 8.5 percent by the second quarter of 2021.
WTI oil prices are projected to generally follow the NYMEX forward curve that existed at the end of June 2020 and are expected to average $39.58 per barrel over the next 12 months.
Cumulative GDP from the fourth quarter of 2019 (pre-COVID-19) through the second quarter of 2021 is forecasted to contract 7.0 percent.
Civilian unemployment rate of 13.7 percent in the second quarter of 2020 slowly improves to 10.0 percent by the second quarter of 2021.
WTI oil prices are projected to average $32.90 over the next 12 months.
Cumulative GDP from the fourth quarter of 2019 (pre-COVID-19) through the second quarter of 2021 forecasted to grow by 0.7 percent.
Civilian unemployment rate of 13.7 percent in the second quarter of 2020 quickly improves to 6.8 percent by the second quarter of 2021.
WTI oil prices are projected to average $42.78 per barrel over the next 12 months.

The civilian unemployment rate is used in estimating expected credit losses for a number of our portfolios because historically it has been a good indicator of financial difficulty. The upward change in unemployment rates during the first half of 2020 was unprecedented and has been considered within the context of the government’s response through the CARES Act. These enacted economic stimulus programs, which expire in the third quarter of 2020, have increased benefits available and broadened definitions of those eligible for unemployment benefits. As a result, the historical relationship between unemployment rates and credit losses is currently not a reliable indicator of future expected credit losses. Instead, management developed a forecast for civilian unemployment rates then analyzed the effect of enacted economic stimulus. This analysis showed current expected credit losses are likely more similar to unemployment rates 2 to 4 percentage points lower than forecasted rates. We reduced the base case forecasted civilian unemployment rate for the third quarter of 2020 to 8.4 percent, the downside case to 9.7 percent, and the upside case to 7.4 percent.
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Management took a similar approach in estimating the impact of possible future government stimulus programs deployed after the third quarter of 2020 for the remainder of the forecast period. Expected credit losses are likely to be more similar to unemployment rates that are 1 percentage point lower than forecasted rates causing management to reduce its estimate of expected credit losses through a qualitative adjustment of $15 million.

The second quarter provision for credit losses was also affected by changes in risk grading. A summary of loans by risk grade is included in Note 4 to the Consolidated Financial Statements. Non-pass grade loans which include other loans especially mentioned, defined by regulatory guidelines as loans that are currently performing in compliance with original terms but may have a potential weakness that deserves management’s close attention, accruing substandard loans, and nonaccruing loans totaled $1.5 billion at June 30, an $816 million increase from March 31. Non-pass graded energy loans totaled $1.1 billion at June 30, a $716 million increase from March 31. The recent oil price decline, coupled with the capital markets environment requiring certain customers to work through their liquidity needs weighed on some energy borrowers. The forward price curve for energy, particularly oil, remained depressed throughout most of the second quarter, but recovered somewhat in June. This risk grade migration was realized as we completed most of our energy borrowing base redeterminations in April and May. Prices have improved since, but do remain fragile and closely tied to the continued economic recovery. Should current price levels hold into our next semi-annual borrowing base redetermination in the fall, we would anticipate positive credit quality migration in this portfolio.

Although fiscal stimulus through PPP, SBA support and other CARES Act programs have had a positive impact on credit quality, we received a number of deferral or forbearance requests early in the second quarter. All requests were evaluated on a case-by-case basis and all loans greater than $1 million that requested forbearance were reviewed for proper grading. We granted $1.2 billion in forbearance requests from customers as of June 30, including $704 million, or 5 percent of commercial loans, primarily in small business and healthcare, $398 million, or 9 percent of commercial real estate loans and $143 million, or 4 percent of loans to individuals. As of mid-July, we are approaching the expiration of the first 90-day deferral period. Upon request, we will consider an additional 90-day deferral. To date, over 60 percent of the loans with payment deferrals are going back to regular payments.

The allowance for loan losses totaled $436 million or 1.80 percent of outstanding loans and 175 percent of nonaccruing loans at June 30, 2020, excluding residential mortgage loans guaranteed by U.S. government agencies. The combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments was $469 million or 1.94 percent of outstanding loans and 188 percent of nonaccruing loans at June 30, 2020. Excluding PPP loans, the allowance for loan losses was 1.97 percent of outstanding loans and the combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments was 2.12 percent.

The allowance for credit losses attributed to energy was 4.44 percent of outstanding energy loans at June 30. Our semi-annual borrowing base redeterminations based on forward pricing curves that existed at that time resulted in credit quality migration. While forward prices subsequently improved, the pricing environment remains fragile and tied to the continued economic recovery from the impact of the COVID-19 pandemic. We believe the duration of the downturn is a more significant factor affecting performance than the level of prices.

We also conduct quarterly stress tests of our energy borrowers with more than 50 percent funding on their lines of credit and all non-pass graded loans using a current price deck discounted at 20 percent. This stress test helps us identify potential issues, although the most recent test corroborated the risk grading of energy borrowers evaluated once hedging was taken into consideration. Of all the energy customers that we stress test, which makes up 96 percent of production loans outstanding, 91 percent of our customers have some level of hedging in the 12-month range and many of them carry into the 24-month range.

The company recorded a $93.8 million provision for credit losses in the first quarter of 2020. The allowance for loan losses was $315 million or 1.40 percent of outstanding loans and 199 percent of nonaccruing loans, excluding loans guaranteed by U.S. government agencies at March 31, 2020. The combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments was $344 million or 1.53 percent of outstanding loans and 217 percent of nonaccruing loans.

Net Loans Charged Off

Net charge-offs of commercial loans were $14.2 million in the second quarter of 2020, primarily related to energy production loans. Net commercial real estate loan recoveries were $74 thousand and net recoveries of loans to individuals were $16 thousand. Net charge-offs of loans to individuals include deposit account overdraft losses.

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Accrual for Off-Balance Sheet Credit Risk Associated with Mortgage Banking Activities

The accrual for off-balance sheet credit risk associated with mortgage banking activities includes consideration of credit risk related to certain residential mortgage loans sold into mortgage-backed securities in excess of amounts guaranteed by the U.S. Department of Veteran's Affairs ("VA") and mortgage loans originated under community development loan programs that were sold to a U.S. government agency with full recourse.

We use publicly available long-term national data to estimate total loss given default for our off-balance sheet credit risk related to losses in excess of amounts guaranteed by the VA. This result is combined with probability of default output from our mortgage servicing rights model to estimate total expected loss. Then, we estimate the VA's guarantee percentage to determine our portion of the credit risk. Qualitative adjustment may be used, if necessary.

The accrual for off-balance sheet credit risk associated with mortgage banking activities decreased $3.6 million during the second quarter, primarily due to the sale of mortgage servicing rights related to $1.6 billion of residential mortgage loans during the quarter. These servicing rights expose the Company to credit risk for amounts that exceed the U.S. government agency guarantees.

Allowance for Credit Losses Related to Held-to-Maturity (Investment) Securities

The expected credit losses principles apply to all financial assets measured at cost, including our held-to-maturity (investment) debt securities portfolio. Our investment portfolio includes municipal and other tax-exempt securities and other debt securities. Expected credit losses for these assets is based on probability of default and loss given default assumptions that align with similarly graded loans. Qualitative adjustment may be used, if necessary.
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Nonperforming Assets

As more fully described in Note 4 to the Consolidated Financial Statements, loans are generally classified as nonaccruing when it becomes probable that we will not collect the full contractual principal and interest. Accruing renegotiated loans guaranteed by U.S. government agencies represent residential mortgage loans that have been modified in troubled debt restructurings. Interest continues to accrue based on the modified terms of the loan and loans may be sold once they become eligible according to U.S. government agency guidelines. Real estate and other repossessed assets are assets acquired in partial or total forgiveness of loans. The assets are carried at the lower of cost as determined by fair value at the date of foreclosure or current fair value, less estimated selling costs. A summary of nonperforming assets follows in Table 17:

Table 17 -- Nonperforming Assets
(In thousands)
June 30, 2020Mar. 31, 2020Dec. 31, 2019Sept. 30, 2019June 30, 2019
Nonaccruing loans:    
Commercial:  
Energy$162,989  $96,448  $91,722  $88,894  $71,632  
Healthcare3,645  4,070  4,480  5,978  16,148  
Services21,032  8,425  7,483  6,119  10,087  
General business14,333  9,681  11,731  10,715  25,528  
Total commercial201,999  118,624  115,416  111,706  123,395  
Commercial real estate13,956  8,545  27,626  23,185  21,670  
Loans to individuals:  
Residential mortgage33,098  30,721  31,522  30,972  31,734  
Residential mortgage guaranteed by U.S. government agencies6,110  5,005  6,100  6,332  6,743  
Personal233  277  287  271  237  
Total loans to individuals39,441  36,003  37,909  37,575  38,714  
Total nonaccruing loans$255,396  $163,172  $180,951  $172,466  $183,779  
Accruing renegotiated loans guaranteed by U.S. government agencies114,571  91,757  92,452  92,718  95,989  
Real estate and other repossessed assets35,330  36,744  20,359  21,026  16,940  
Total nonperforming assets$405,297  $291,673  $293,762  $286,210  $296,708  
Total nonperforming assets excluding those guaranteed by U.S. government agencies$284,616  $194,911  $195,210  $187,160  $193,976  
Allowance for loan losses to nonaccruing loans1,2
174.74 %199.35 %120.54 %123.05 %114.40 %
Nonperforming assets to outstanding loans and repossessed assets1.68 %1.30 %1.35 %1.28 %1.33 %
Nonperforming assets to outstanding loans and repossessed assets excluding residential mortgage and PPP loans guaranteed by U.S. government agencies2
1.31 %0.87 %0.90 %0.85 %0.88 %
Nonaccruing commercial loans to outstanding commercial loans1.43 %0.80 %0.82 %0.77 %0.86 %
Nonaccruing commercial real estate loans to outstanding commercial real estate loans0.31 %0.19 %0.62 %0.50 %0.46 %
Nonaccruing loans to individuals to outstanding loans to individuals3
1.10 %1.03 %1.03 %1.03 %1.06 %
1Effective January 1, 2020, the Company adopted the required expected credit loss approach for the allowance as required by ASU 2016-13, Financial Instruments - Credit Losses. All periods prior to January 1, 2020 reflect the incurred loss approach in effect at that time.
2  Excludes residential mortgage and PPP loans guaranteed by U.S. government agencies.
3 Excludes residential mortgages guaranteed by U.S. government agencies.
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Excluding assets guaranteed by U.S. government agencies, nonperforming assets increased $90 million over March 31, 2020, primarily due to a $67 million increase in nonaccruing energy loans and a $13 million increase in nonaccruing services loans. Newly identified nonaccruing loans totaled $124 million, partially offset by $16 million of payments, $16 million of charge-offs and $1.1 million of foreclosures. The Company generally retains nonperforming assets to maximize potential recovery, which may cause future nonperforming assets to decrease more slowly.

A rollforward of nonperforming assets for the three and six months ended June 30, 2020 follows in Table 18.

Table 18 -- Rollforward of Nonperforming Assets
(In thousands)
 Three Months Ended
June 30, 2020
Nonaccruing Loans
 CommercialCommercial Real EstateLoan to IndividualsTotal
 
Renegotiated Loans
Real Estate and Other Repossessed AssetsTotal Nonperforming Assets
Balance, Mar. 31, 2020$118,624  $8,545  $36,003  $163,172  $91,757  $36,744  $291,673  
Additions112,947  5,446  6,044  124,437  31,992  —  156,429  
Payments(14,005) (34) (2,455) (16,494) (671) —  (17,165) 
Charge-offs(14,487) (1) (1,082) (15,570) —  —  (15,570) 
Net gains (losses) and write-downs—  —  —  —  —  579  579  
Foreclosure of nonperforming loans(1,080) —  (2) (1,082) —  1,082  —  
Foreclosure of loans guaranteed by U.S. government agencies—  —  —  —  (323) —  (323) 
Proceeds from sales—  —  —  —  (7,592) (3,075) (10,667) 
Return to accrual status—  —  933  933  (933) —  —  
Other, net—  —  —  —  341  —  341  
Balance, June 30, 2020$201,999  $13,956  $39,441  $255,396  $114,571  $35,330  $405,297  
Six Months Ended
June 30, 2020
Nonaccruing Loans
CommercialCommercial Real EstateLoan to IndividualsTotal
 
Renegotiated Loans
Real Estate and Other Repossessed AssetsTotal Nonperforming Assets
Balance, Dec. 31, 2019$115,416  $27,626  $37,909  $180,951  $92,452  $20,359  $293,762  
Additions139,636  5,450  9,190  154,276  40,849  —  195,125  
Payments(20,652) (188) (4,585) (25,425) (1,585) —  (27,010) 
Charge-offs(31,102) (887) (2,498) (34,487) —  —  (34,487) 
Net gains (losses) and write-downs—  —  —  —  —  582  582  
Foreclosure of nonperforming loans(1,080) (18,045) (431) (19,556) —  19,556  —  
Foreclosure of loans guaranteed by U.S. government agencies—  —  (1,077) (1,077) (2,162) —  (3,239) 
Proceeds from sales—  —  —  —  (14,735) (5,167) (19,902) 
Return to accrual status(219) —  933  714  (933) —  (219) 
Other, net—  —  —  —  685  —  685  
Balance, June 30, 2020$201,999  $13,956  $39,441  $255,396  $114,571  $35,330  $405,297  

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

Real Estate and Other Repossessed Assets

Real estate and other repossessed assets totaled $21$35 million at SeptemberJune 30, 2019,2020, composed primarily of $9.2$23 million of developed commercial real estate, $5.6 million of oil and gas properties, $3.8 million of 1-4 family residential properties and $2.1 million of undeveloped land primarily zoned for commercial development.development, $5.1 million of oil and gas properties and $1.6 million of 1-4 family residential properties. Real estate and other repossessed assets totaled $17$37 million at June 30, 2019.March 31, 2020.


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Liquidity and Capital

Based on the average balances for the thirdsecond quarter of 2019,2020, approximately 5966 percent of our funding was provided by deposit accounts, 2619 percent from borrowed funds, less than 1 percent from long-term subordinated debt and 1110 percent from 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.

Subsidiary Bank

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

Average deposits for the thirdsecond quarter of 20192020 totaled $25.7$32.7 billion, a $538 million$4.5 billion increase over the secondfirst quarter of 2019. Interest-bearing2020. Inflows resulting from PPP loans and other government stimulus payments provided to customers by the CARES Act during the pandemic, along with additional core deposit growth as customer's maintain higher balances, have all contributed to the significant increase in deposits. Demand deposits increased $2.3 billion, interest-bearing transaction account balances increased $619 million and time deposits increased $44 million. Demand deposits decreased $124 million compared to the second quarter of 2019.$1.9 billion.

Table 2419 - Average Deposits by Line of Business
(In thousands)
Three Months Ended
 June 30, 2020Mar. 31, 2020Dec. 31, 2019Sept. 30, 2019June 30, 2019
Commercial Banking$14,599,225  $11,907,386  $11,419,558  $10,833,057  $10,724,206  
Consumer Banking7,587,246  6,869,481  6,974,453  6,983,018  6,998,677  
Wealth Management8,385,681  7,623,986  7,301,391  6,590,332  6,220,848  
Subtotal30,572,152  26,400,853  25,695,402  24,406,407  23,943,731  
Funds Management and other2,078,802  1,794,715  1,404,838  1,293,767  1,218,645  
Total$32,650,954  $28,195,568  $27,100,240  $25,700,174  $25,162,376  
 Three Months Ended
 Sept. 30, 2019 Jun. 30, 2019 Mar. 31, 2019 Dec. 31, 2018 Sept. 30, 2018
Commercial Banking$10,833,057
 $10,724,206
 $8,261,543
 $8,393,016
 $8,633,204
Consumer Banking6,983,018
 6,998,677
 6,544,665
 6,542,188
 6,580,395
Wealth Management6,590,332
 6,220,848
 5,659,771
 5,483,455
 5,492,048
Subtotal24,406,407
 23,943,731
 20,465,979
 20,418,659
 20,705,647
Funds Management and other1,293,767
 1,218,645
 4,148,500
 4,676,736
 1,230,648
Total$25,700,174
 $25,162,376
 $24,614,479
 $25,095,395
 $21,936,295


Acquired deposits were allocated to the lines of business from funds management and other in the second quarter of 2019. The fluctuations following include those deposits. Average Commercial Banking deposit balances increased $109 million$2.7 billion over the secondfirst quarter of 2019. Interest-bearing2020. Demand deposit balances increased $1.6 billion and interest-bearing transaction account balances increased $241$723 million. Time deposits were up $358 million and demand deposit balances decreased $138 million.over the prior quarter. Commercial customers continue to retain large cash reserves primarily due to a combination of factors including uncertainty about the economic environment and potential for growth, lack of preferable liquid alternatives and a desire to minimize deposit service charges through the earnings credit. The earnings credit is a non-cash method that enables commercial customers to offset deposit service charges based on account balances. Commercial deposit balances may decrease as the economic outlook improves and if short-term rates move higher, enhancing their investment alternatives.

Average Consumer Banking deposit balances were largely unchangedincreased $718 million compared to the prior quarter. GrowthA $502 million increase in timedemand deposit balances, of $23a $153 million over the prior quarter was offset by a $26 million decreaseincrease in interest-bearing transaction deposit balances and an $11$81 million increase in savings account balances was partially offset by an $18 million decrease in demandtime deposit balances.

Average Wealth Management deposits increased $369$762 million over the secondfirst quarter of 2019.2020. Interest-bearing transaction account balances were up $397$603 million. Demand deposit balances decreased $48 million. Time deposit balances were up $16increased $163 million.

Average time deposits for the thirdsecond quarter of 20192020 included $249$158 million of brokered deposits, a $5.2an $89 million decrease compared to the secondfirst quarter of 2019.2020. Average interest-bearing transaction accounts for the thirdsecond quarter included $1.1$1.8 billion of brokered deposits, an $8.3a $448 million increase over the secondfirst quarter of 2019.2020.


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The distribution of our period end deposit account balances among principal markets follows in Table 25.

20.

Table 2520 -- Period End Deposits by Principal Market Area
(In thousands)
June 30, 2020Mar. 31, 2020Dec. 31, 2019Sept. 30, 2019June 30, 2019
Oklahoma:  
Demand$4,378,559  $3,669,558  $3,257,337  $3,515,312  $3,279,360  
Interest-bearing:
Transaction11,438,489  9,955,697  8,574,912  7,447,799  7,020,484  
Savings387,557  329,631  306,194  308,103  307,785  
Time1,330,619  1,137,802  1,125,446  1,198,170  1,253,804  
Total interest-bearing13,156,665  11,423,130  10,006,552  8,954,072  8,582,073  
Total Oklahoma17,535,224  15,092,688  13,263,889  12,469,384  11,861,433  
Texas:
Demand3,070,955  2,767,399  2,757,376  2,867,915  2,970,340  
Interest-bearing:
Transaction3,358,090  2,874,362  2,911,731  2,589,063  2,453,187  
Savings128,892  115,039  102,456  100,597  103,125  
Time476,867  505,565  495,343  464,264  425,253  
Total interest-bearing3,963,849  3,494,966  3,509,530  3,153,924  2,981,565  
Total Texas7,034,804  6,262,365  6,266,906  6,021,839  5,951,905  
Colorado:
Demand2,096,075  1,579,764  1,729,674  1,694,044  1,621,820  
Interest-bearing:
Transaction1,816,604  1,759,384  1,769,037  1,910,874  1,800,271  
Savings67,477  58,000  53,307  60,107  57,263  
Time254,845  279,105  283,517  273,622  246,198  
Total interest-bearing2,138,926  2,096,489  2,105,861  2,244,603  2,103,732  
Total Colorado4,235,001  3,676,253  3,835,535  3,938,647  3,725,552  
New Mexico:
Demand965,877  750,052  623,722  645,698  630,861  
Interest-bearing:
Transaction752,565  563,891  558,493  539,260  557,881  
Savings80,242  67,553  63,999  62,863  62,636  
Time222,370  235,778  238,140  236,135  232,569  
Total interest-bearing1,055,177  867,222  860,632  838,258  853,086  
Total New Mexico2,021,054  1,617,274  1,484,354  1,483,956  1,483,947  
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June 30, 2020Mar. 31, 2020Dec. 31, 2019Sept. 30, 2019June 30, 2019
 Sept. 30, 2019 June 30, 2019 Mar. 31, 2019 Dec. 31, 2018 Sept. 30, 2018
Oklahoma:          
Arizona:Arizona:
Demand $3,515,312
 $3,279,359
 $3,432,239
 $3,610,593
 $3,564,307
Demand985,757  665,396  681,268  705,895  704,144  
Interest-bearing:          Interest-bearing:
Transaction 7,447,799
 7,020,484
 6,542,548
 6,445,831
 6,010,972
Transaction780,500  729,603  684,929  600,103  560,861  
Savings 308,103
 307,785
 309,875
 288,210
 288,080
Savings15,669  8,832  10,314  12,487  11,966  
Time 1,198,170
 1,253,804
 1,217,371
 1,118,643
 1,128,810
Time42,318  47,081  49,676  44,347  43,099  
Total interest-bearing 8,954,072
 8,582,073
 8,069,794
 7,852,684
 7,427,862
Total interest-bearing838,487  785,516  744,919  656,937  615,926  
Total Oklahoma 12,469,384
 11,861,432
 11,502,033
 11,463,277
 10,992,169
Total ArizonaTotal Arizona1,824,244  1,450,912  1,426,187  1,362,832  1,320,070  
          
Texas:          
Kansas/Missouri:Kansas/Missouri:
Demand 2,870,429
 2,974,005
 2,966,743
 3,291,433
 3,357,669
Demand427,795  318,985  384,533  376,020  431,856  
Interest-bearing:          Interest-bearing:
Transaction 2,589,511
 2,453,619
 2,385,305
 2,295,169
 2,182,114
Transaction526,635  537,552  784,574  284,940  310,774  
Savings 100,597
 103,125
 101,849
 99,624
 97,909
Savings15,033  12,888  12,169  11,689  13,125  
Time 464,264
 425,253
 419,269
 423,880
 453,119
Time17,746  19,137  17,877  19,126  19,205  
Total interest-bearing 3,154,372
 2,981,997
 2,906,423
 2,818,673
 2,733,142
Total interest-bearing559,414  569,577  814,620  315,755  343,104  
Total Texas 6,024,801
 5,956,002
 5,873,166
 6,110,106
 6,090,811
          
New Mexico:          
Demand 645,698
 630,861
 662,362
 691,692
 722,188
Interest-bearing:          
Transaction 539,260
 557,881
 573,203
 571,347
 593,760
Savings 62,863
 62,636
 61,497
 58,194
 57,794
Time 236,135
 232,569
 228,212
 224,515
 221,513
Total interest-bearing 838,258
 853,086
 862,912
 854,056
 873,067
Total New Mexico 1,483,956
 1,483,947
 1,525,274
 1,545,748
 1,595,255
Total Kansas/MissouriTotal Kansas/Missouri987,209  888,562  1,199,153  691,775  774,960  
          
Arkansas:          Arkansas:
Demand 39,513
 29,176
 31,624
 36,800
 36,579
Demand67,147  70,428  27,381  39,513  29,176  
Interest-bearing:          Interest-bearing:
Transaction 149,506
 148,485
 147,964
 91,593
 128,001
Transaction177,535  175,803  108,076  149,506  148,485  
Savings 1,747
 1,783
 1,785
 1,632
 1,826
Savings2,101  1,862  1,837  1,747  1,783  
Time 7,877
 7,810
 8,321
 8,726
 10,214
Time7,995  8,005  7,850  7,877  7,810  
Total interest-bearing 159,130
 158,078
 158,070
 101,951
 140,041
Total interest-bearing187,631  185,670  117,763  159,130  158,078  
Total Arkansas 198,643
 187,254
 189,694
 138,751
 176,620
Total Arkansas254,778  256,098  145,144  198,643  187,254  
          
Total BOK Financial depositsTotal BOK Financial deposits$33,892,314  $29,244,152  $27,621,168  $26,167,076  $25,305,121  


  Sept. 30, 2019 June 30, 2019 Mar. 31, 2019 Dec. 31, 2018 Sept. 30, 2018
Colorado:          
Demand 1,694,044
 1,621,820
 1,897,547
 1,658,473
 593,442
Interest-bearing:          
Transaction 1,910,874
 1,800,271
 1,844,632
 1,899,203
 622,520
Savings 60,107
 57,263
 58,919
 57,289
 40,308
Time 273,622
 246,198
 261,235
 274,877
 217,628
Total interest-bearing 2,244,603
 2,103,732
 2,164,786
 2,231,369
 880,456
Total Colorado 3,938,647
 3,725,552
 4,062,333
 3,889,842
 1,473,898
           
Arizona:          
Demand 703,381
 700,480
 695,238
 707,402
 365,878
Interest-bearing:          
Transaction 599,655
 560,429
 621,735
 575,567
 130,105
Savings 12,487
 11,966
 12,144
 10,545
 3,559
Time 44,347
 43,099
 44,004
 43,051
 23,927
Total interest-bearing 656,489
 615,494
 677,883
 629,163
 157,591
Total Arizona 1,359,870
 1,315,974
 1,373,121
 1,336,565
 523,469
           
Kansas/Missouri:          
Demand 376,020
 431,856
 410,799
 418,199
 423,560
Interest-bearing:          
Transaction 284,940
 310,774
 361,590
 327,866
 322,747
Savings 11,689
 13,125
 13,815
 13,721
 13,125
Time 19,126
 19,205
 19,977
 19,688
 20,635
Total interest-bearing 315,755
 343,104
 395,382
 361,275
 356,507
Total Kansas/Missouri 691,775
 774,960
 806,181
 779,474
 780,067
Total BOK Financial deposits $26,167,076
 $25,305,121
 $25,331,802
 $25,263,763
 $21,632,289

In addition to deposits, 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 wholesale federal funds purchased totaled $600$200 million at SeptemberJune 30, 2019.2020. Securities repurchase agreements generally mature within 90 days and are secured by certain available for sale and trading 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 agency mortgage-backed securities, 1-4 family residential mortgage loans, multifamily and other qualifying commercial real estate loans). Amounts borrowed from the Federal Home Loan Bank of Topeka averaged $8.1$2.7 billion during the quarter, compared to $7.2$6.5 billion in the secondfirst quarter of 2019.2020.

On March 15, 2020, the Federal Reserve announced changes to the Discount Window, including narrowing the spread of the primary credit rate relative to the general level of overnight interest to help encourage more active use of the Discount Window by depository institutions. We increased our collateral at the Discount Window and maintained a modest amount of borrowings in late March into early April. On April 13, 2020, the banking agencies published an interim final rule which permits banking organizations to exclude from regulatory capital requirements PPP covered loans pledged to the Federal Reserve's Paycheck Protection Program Liquidity Facility ("PPLF"). The Company initially funded PPP loans from deposits and Federal Home Loan Bank borrowings, but transitioned to the PPLF in June in order to realize this regulatory capital relief.

At SeptemberJune 30, 2019,2020, the estimated unused credit available to BOKF, NA from collateralized sources was approximately $10.1$14.6 billion.

A summary of other borrowings for BOK Financial on a consolidated basis follows in Table 26.



21.

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Table 2621 -- Borrowed Funds
(In thousands)
  Three Months Ended
June 30, 2020
 Three Months Ended
Mar. 31, 2020
June 30, 2020Average
Balance
During the
Quarter
RateMaximum
Outstanding
At Any Month
End During
the Quarter
Mar. 31, 2020Average
Balance
During the
Quarter
RateMaximum
Outstanding
At Any Month
End During
the Quarter
Funds purchased830,732  2,411,533  0.15 %3,311,938  1,827,134  2,848,816  1.25 %2,608,315  
Repurchase agreements526,870  3,404,951  0.14 %3,230,097  2,756,634  967,125  0.82 %2,756,634  
Other borrowings:
Federal Home Loan Bank advances1,000,000  2,658,242  0.53 %2,300,000  5,500,000  6,474,725  1.65 %7,500,000  
GNMA repurchase liability126,569  21,229  4.28 %126,569  15,030  14,304  4.41 %15,030  
Federal Reserve Bank advances—  135,165  0.25 %—  —  36,264  0.31 %—  
Paycheck protection program liquidity facility2,013,414  678,645  0.36 %2,013,414  —  —  — %—  
Other33,580  34,022  3.51 %49,376  14,524  17,032  4.13 %14,524  
Total other borrowings3,173,563  3,527,303  0.56 %5,529,554  6,542,325  1.66 %
Subordinated debentures1
275,973  275,949  5.16 %275,973  275,942  275,932  5.30 %275,942  
Total other borrowed funds and subordinated debentures$4,807,138  $9,619,736  0.44 %$10,389,264  $10,634,198  1.57 %
    Three Months Ended
September 30, 2019
   Three Months Ended
June 30, 2019
  Sept. 30, 2019 
Average
Balance
During the
Quarter
 Rate 
Maximum
Outstanding
At Any Month
End During
the Quarter
 June 30, 2019 
Average
Balance
During the
Quarter
 Rate 
Maximum
Outstanding
At Any Month
End During
the Quarter
                 
Parent Company and Other Non-Bank Subsidiaries:
Other borrowings 8,132
 5,515
 3.54% $8,132
 5,578
 6,593
 3.22% 6,593
Subordinated debentures 275,909
 275,900
 5.48% $275,909
 275,892
 275,887
 5.53% 275,893
Total parent company and other non-bank subsidiaries 284,041
 281,415
 5.44%   281,470
 282,480
 5.47% 

                 
BOKF, NA:                
Funds purchased 3,030,691
 2,653,752
 2.25% 3,030,691
 1,975,086
 1,650,046
 2.46% 1,975,086
Repurchase agreements 382,360
 452,411
 0.58% 507,111
 356,861
 416,904
 0.56% 388,760
Other borrowings:                
Federal Home Loan Bank advances 6,800,000
 8,102,174
 2.41% 8,000,000
 7,800,000
 7,153,846
 2.65% 7,800,000
GNMA repurchase liability 10,419
 13,577
 4.53% 13,577
 14,499
 10,755
 4.44% 14,499
Other 3,783
 3,757
 5.82% 3,783
 3,732
 4,423
 4.62% 3,732
Total other borrowings 6,814,202
 8,119,508
 2.42% 

 7,818,231
 7,169,024
 2.67% 

Total BOKF, NA 10,227,253
 11,225,671
 2.30%   10,150,178
 9,235,974
 2.53%  
                 
Total other borrowed funds and subordinated debentures $10,511,294
 $11,507,086
 2.39%   $10,431,648
 $9,518,454
 2.62%  
1Parent Company only.
BOKF, NA also has a liability related to the repurchase of certain delinquent residential mortgage loans previously sold in GNMA mortgage pools. Interest is payable monthly at rates contractually due to investors. This liability increased over the prior quarter primarily due to GNMA loans serviced by the Company that are participating in the forbearance program included in the CARES Act, which began in the second quarter. As delinquencies increase, the GNMA repurchase liability will also increase.

Parent Company

At SeptemberJune 30, 2019,2020, cash and interest-bearing cash and cash equivalents held by the parent company totaled $185$180 million. The primary sources of liquidity for BOK Financial are cash on hand and dividends from BOKF, NA. Dividends from the bank are limited by various banking regulations to net profits, as defined, for the year plus retained profits for the two preceding years. Dividends are further restricted by minimum capital requirements. At SeptemberJune 30, 2019,2020, based upon the most restrictive limitations as well as management's internal capital policy, BOKF, NA could declare up to $151$134 million of dividends without regulatory approval. Dividend constraints may be alleviated through increases in retained earnings, capital issuances or changes in risk weighted assets. Future losses or increases in required regulatory capital at the bank could affect its ability to pay dividends to the parent company.

Our equity capital at SeptemberJune 30, 20192020 was $4.8$5.1 billion, a $119$70 million increase over June 30, 2019.March 31, 2020. Net income less cash dividends paid increased equity $107$29 million during the thirdsecond quarter of 2019.2020. Changes in interest rates resulted in a $35$39 million increase in accumulated other comprehensive gain over June 30, 2019.March 31, 2020. Capital is managed to maximize long-term value to the shareholders. Factors considered in managing capital include projections of future earnings including expected benefits from lower federal income tax rates, asset growth and acquisition strategies, and regulatory and debt covenant requirements. Capital management may include subordinated debt or perpetual preferred stock issuance, share repurchase and stock and cash dividends.


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On April 30, 2019, the board of directors authorized the Company to purchase up to five million common shares, subject to market conditions, securities law and other regulatory compliance limitations. As of SeptemberJune 30, 2019, 586,7132020, 1,308,713 shares have been repurchased under this new authorization. The Company repurchased 336,713 shares duringpaused share repurchases through the thirdsecond quarter of 2019 at an average price2020. We view share buybacks opportunistically, but within the context of $77.03 per share.

maintaining our strong capital position.
On June 16, 2016, the FASB issued FASB Accounting Standards Update No. 2016-13,
Financial Instruments - Credit Losses (Topic 326): Assets Measured at Amortized Cost ("ASU 2016-13" or "CECL") to provide more-timely recording of credit losses on loans and other financial assets measured at amortized cost, effective for the Company’s annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years. The Company will adopt the standard on January 1, 2020 through a cumulative-effect adjustment to retained earnings. The ASU broadens the scope of the allowance for credit losses to include acquired loans and certain serviced loans, among others. Specifically, CECL requires recognition of an allowance for credit losses on acquired loans that were initially recognized at fair value, which included an estimate of expected credit losses. This requirement will result in duplicate recognition of an allowance for expected credit losses on approximately $2.0 billion of acquired loans. The principles of CECL also apply to expected credit losses on residential mortgage loans the company has transferred into mortgage-backed securities, primarily expected losses on approximately $3.5 billion of residential mortgage loans that exceed amounts guaranteed by the U.S. Department of Veterans Affairs.

We expect the pre-tax transition adjustment from the CECL implementation will be between $50 million and $75 million. We plan to adopt the three year transition approach for regulatory capital. The ultimate impact will depend on the composition of our portfolio of assets measured at amortized cost as well as economic conditions and forecasts at adoption.

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

A summary of minimum capital requirements, including capital conservation buffer follows in Table 27.22. A bank which falls below these levels, including the capital conservation buffer, would be subject to regulatory restrictions on capital distributions (including but not limited to dividends and share repurchases) and executive bonus payments.

In March 2020, in response to the impact on the financial markets by the COVID-19 pandemic, the banking agencies issued an interim final rule permitting banking organizations that implement CECL the option to delay for two years an estimate of the CECL methodology's effect on regulatory capital, followed by a three-year transition period. The estimate includes the implementation date adjustment as of January 1, 2020 plus an estimate of the impact of the change for a two year period following implementation of CECL. We have elected to delay the regulatory capital impact of the transition in accordance with the interim final rule. Deferral of the impact of CECL added 30 basis points to the Company's Common equity Tier 1 capital at June 30, 2020.

The capital ratios for BOK Financial on a consolidated basis are presented in Table 27.22.

Table 2722 -- Capital Ratios
Minimum Capital RequirementCapital Conservation BufferMinimum Capital Requirement Including Capital Conservation BufferJune 30, 2020Mar. 31, 2020June 30, 2019
Risk-based capital:
Common equity Tier 14.50 %2.50 %7.00 %11.44 %10.98 %10.84 %
Tier 1 capital6.00 %2.50 %8.50 %11.44 %10.98 %10.84 %
Total capital8.00 %2.50 %10.50 %13.43 %12.65 %12.34 %
Tier 1 Leverage4.00 %N/A4.00 %7.74 %8.15 %8.75 %
Average total equity to average assets10.19 %10.73 %11.26 %
Tangible common equity ratio8.79 %8.39 %8.69 %
  Minimum Capital Requirement Capital Conservation Buffer Minimum Capital Requirement Including Capital Conservation Buffer Sept. 30, 2019 June 30, 2019 Sept. 30, 2018
Risk-based capital:            
Common equity Tier 1 4.50% 2.50% 7.00% 11.06% 10.84% 12.07%
Tier 1 capital 6.00% 2.50% 8.50% 11.06% 10.84% 12.07%
Total capital 8.00% 2.50% 10.50% 12.56% 12.34% 13.37%
Tier 1 Leverage 4.00% N/A
 4.00% 8.41% 8.75% 9.90%
             
Average total equity to average assets       10.97% 11.26% 10.73%
Tangible common equity ratio       8.72% 8.69% 9.55%

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. This non-GAAP measure is a valuable indicator of a financial institution’s capital strength since it eliminates intangible assets from shareholders’ equity and retains the effect of unrealized losses on securities and other components of accumulated other comprehensive income in shareholders’ equity.

Table 2823 provides a reconciliation of the non-GAAP measures with financial measures defined by GAAP.


- 40 -



Table 2823 -- Non-GAAP Measure
(Dollars in thousands)
June 30, 2020Mar. 31, 2020Dec. 31, 2019Sept. 30, 2019June 30, 2019
Tangible common equity ratio:     
Total shareholders' equity$5,096,995  $5,026,248  $4,855,795  $4,829,016  $4,709,438  
Less: Goodwill and intangible assets, net1,171,686  1,169,898  1,173,362  1,172,411  1,172,564  
Tangible common equity3,925,309  3,856,350  3,682,433  3,656,605  3,536,874  
Total assets45,819,874  47,119,162  42,172,021  43,127,205  41,893,073  
Less: Goodwill and intangible assets, net1,171,686  1,169,898  1,173,362  1,172,411  1,172,564  
Tangible assets$44,648,188  $45,949,264  $40,998,659  $41,954,794  $40,720,509  
Tangible common equity ratio8.79 %8.39 %8.98 %8.72 %8.69 %
  Sept. 30, 2019 June 30, 2019 Mar. 31, 2019 Dec. 31, 2018 Sept. 30, 2018
Tangible common equity ratio:          
Total shareholders' equity $4,829,016
 $4,709,438
 $4,522,873
 $4,432,109
 $3,615,032
Less: Goodwill and intangible assets, net 1,172,411
 1,172,564
 1,177,573
 1,184,112
 480,800
Tangible common equity 3,656,605
 3,536,874
 3,345,300
 3,247,997
 3,134,232
Total assets 43,127,205
 41,893,073
 39,882,962
 38,020,504
 33,289,864
Less: Goodwill and intangible assets, net 1,172,411
 1,172,564
 1,177,573
 1,184,112
 480,800
Tangible assets $41,954,794
 $40,720,509
 $38,705,389
 $36,836,392
 $32,809,064
Tangible common equity ratio 8.72% 8.69% 8.64% 8.82% 9.55%

Off-Balance Sheet Arrangements

See Note 74 to the Consolidated Financial Statements for a discussion of the Company’s significant off-balance sheet commitments.
Market Risk

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

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

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

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

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


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

Table 2924 -- Interest Rate Sensitivity
(Dollars in thousands)
 
200 bp Increase1
100 bp Decrease2
June 30,June 30,
 2020201920202019
Anticipated impact over the next twelve months on net interest revenue$35,746  $(15,527) N/A$(32,930) 
 3.47 %(1.38)%N/A(2.93)%
  200 bp Increase 
100 bp Decrease1
  September 30, September 30,
  2019 2018 2019 2018
Anticipated impact over the next twelve months on net interest revenue $(20,916) $979
 $(28,509) $(36,275)
  (1.89)% 0.10% (2.57)% (3.65)%
1 Repricing assumptions for non-maturity deposits were updated in the second quarter of 2020 to better represent observed historical performance.
2 The results of a decrease in the current low-rate environment in 2020 are not meaningful. The results of a 200 basis point decrease in interest rates in the low-rate environment arein 2019 were not meaningful, therefore we will instead reportreported the effect of a 100 basis point decrease in interest rates.decrease.

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

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

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


Table 3025 -- MSR Asset and Hedge Sensitivity Analysis
(Dollars in thousands)
June 30,
 20202019
Up 50 bpDown 50 bpUp 50 bpDown 50 bp
MSR Asset$28,466  $(13,198) $32,153  $(41,160) 
MSR Hedge(25,186) 23,542  (36,192) 33,383  
Net Exposure3,280  10,344  (4,039) (7,777) 

- 42 -

  September 30,
  2019 2018
  Up 50 bp Down 50 bp Up 50 bp Down 50 bp
MSR Asset $33,176
 $(42,387) $14,068
 $(23,080)
MSR Hedge (41,744) 39,600
 (21,712) 19,921
Net Exposure (8,568) (2,787) (7,644) (3,159)




Trading Activities

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

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

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

Table 3126 -- Mortgage Pipeline Sensitivity Analysis
(Dollars in thousands)
Three Months Ended June 30,Six Months Ended June 30,
 2020201920202019
Up 50 bpDown 50 bpUp 50 bpDown 50 bpUp 50 bpDown 50 bpUp 50 bpDown 50 bp
Average1
$(393) $(49) $(229) $(190) $(304) $(107) $(104) $(490) 
Low2
403  723  189  330  582  998  436  330  
High3
(1,310) (823) (664) (1,163) (1,344) (1,483) (664) (1,343) 
Period End(195) 10  (278) (169) (195) 10  (278) (169) 
  Three Months Ended
September 30,
 Nine Months Ended September 30,
  2019 2018 2019 2018
  Up 50 bp Down 50 bp Up 50 bp Down 50 bp Up 50 bp Down 50 bp Up 50 bp Down 50 bp
Average1
 $(84) $(171) $156
 $(655) $(97) $(382) $335
 $(841)
Low2
 528
 293
 596
 (347) 528
 330
 2,077
 699
High3
 (411) (478) (101) (1,025) (664) (1,343) (1,015) (2,447)
Period End 25
 (164) 139
 (601) 25
 (164) 139
 (601)
Average represents the simple average of each daily value observed during the reporting period.
1
Low represents least risk of loss in fair value measured as the smallest negative value or the largest positive value observed daily during the reporting period.
High represents the greatest risk of loss in fair value measured as the largest negative value or the smallest positive value observed daily during the reporting period.

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

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

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

Management performs a stress test to measure market risk from changes in interest rates on its trading portfolio. The stress test shocks applicable interest rates up and down 50 basis points and calculates an estimated change in fair value, net of economic hedging activity that may result. The Board has approved an $8$11 million market risk limit for the trading portfolio, net of economic hedges.

- 43 -




Table 3227 -- Trading Sensitivity Analysis
(Dollars in thousands)
Three Months Ended June 30,Six Months Ended June 30,
 2020201920202019
Up 50 bpDown 50 bpUp 50 bpDown 50 bpUp 50 bpDown 50 bpUp 50 bpDown 50 bp
Average1
$(2,161) $3,314  $(2,436) $2,503  $(3,371) $5,266  $(2,080) $2,051  
Low2
2,919  14,163  (202) 5,378  2,919  15,309  857  5,378  
High3
(12,490) (2,049) (5,153) 267  (12,490) (2,049) (5,153) (729) 
Period End704  463  (629) 936  704  463  629  936  
  Three Months Ended
September 30,
 Nine Months Ended September 30,
  2019 2018 2019 2018
  Up 50 bp Down 50 bp Up 50 bp Down 50 bp Up 50 bp Down 50 bp Up 50 bp Down 50 bp
Average1
 $(1,244) $1,361
 $(897) $(55) $(1,800) $1,820
 $(1,329) $714
Low2
 2,939
 3,065
 2,041
 3,447
 2,939
 5,378
 2,041
 4,423
High3
 (3,359) (4,747) (4,005) (3,463) (5,153) (4,747) (4,534) (3,463)
Period End (1,719) 1,371
 (2,116) 1,573
 (1,719) 1,371
 (2,116) 1,573
Average represents the simple average of each daily value observed during the reporting period.
1
Low represents least risk of loss in fair value measured as the smallest negative value or the largest positive value observed daily during the reporting period.
High represents the greatest risk of loss in fair value measured as the largest negative value or the smallest positive value observed daily during the reporting period.

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

We have a significant number of loans, derivative contracts, borrowings and other financial instruments with attributes that are either directly or indirectly dependent on LIBOR. In 2017, the U.K. Financial Conduct Authority announced that it would no longer persuade or compel banks to submit to LIBOR after 2021. U.S. regulatory authorities have voiced similar support for phasing out LIBOR. The Federal Reserve Bank of New York’s Alternative Reference Rate Committee has recommended the Secured Overnight Financing Rate (“SOFR”) as an alternative for LIBOR. However, for two key reasons, SOFR is a secured rate while LIBOR is an unsecured rate and SOFR is an overnight rate while LIBOR is published for different maturities, SOFR is not the economic equivalent of LIBOR. The impact of SOFR or other alternatives to LIBOR on the valuations, pricing and operation of our financial instruments is not yet known.
Management has established a LIBOR Transition Working Group (the “Group”) whose purpose is to guide the overall transition process for the company. The Group is an internal, cross-functional team with representatives from all business lines, support and control functions and legal counsel. Key loan provisions have been modified to ensure that new and renewed loans include appropriate LIBOR fallback language to ensure the smoothest possible transition from LIBOR to the new benchmark when such transition occurs. All direct exposures resulting from existing financial contracts primarily focusing on loans that mature after 2021 have been inventoried and are being assessed for direct exposure to LIBOR.monitored on an ongoing basis. Remediation of these exposures will begin once this assessment is completed.be consistent with industry timing. The Group ishas also preparing for a risk assessment forinventoried indirect LIBOR exposures such as financial risk models.within the Company's systems, models and processes. The results of this assessment will drive development and prioritization of actions.remediation plans.



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 covered 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.
- 44 -


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 Corporation, the financial services industry, the economy generally and the economy generally.expected or potential impact of the novel coronavirus (COVID-19) pandemic, and the related responses of the government, consumers, and others, on our business, financial condition and results of operations. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “plans,” “projects,” “will,” “intends,” variations of such words and similar expressions are intended to identify such forward-looking statements. Management judgments relating to and discussion of the provision and allowance for credit losses, allowance for uncertain tax positions, accruals for loss contingencies and valuation of mortgage servicing rights involve judgments as to expected events and are inherently forward-looking statements. Assessments that BOK Financial's acquisitions including its latest acquisition of CoBiz Financial, Inc., and other growth endeavors will be profitable are necessary statements of belief as to the outcome of future events based in part on information provided by others which BOK Financial has not independently verified. These various forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions which are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what is expected, implied or forecasted in such forward-looking statements. Internal and external factors that might cause such a difference include, but are not limited to changes in government, consumer or business responses to, and ability to treat or prevent further outbreak of, the COVID-19 pandemic, changes in commodity prices, interest rates and interest rate relationships, inflation, demand for products and services, the degree of competition by traditional and nontraditional competitors, changes in banking regulations, tax laws, prices, levies and assessments, the impact of technological advances, and trends in customer behavior as well as their ability to repay loans. There may also be difficulties and delays in integrating CoBiz Financial Inc.'s business or fully realizing cost savings and other benefits including, but not limited to, business disruption and customer acceptance of BOK Financial Corporation's products and services. 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.

Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

In this report we may sometimes use non-GAAP Financial information.financial measures. Please note that although non-GAAP financial measures provide useful insight to analysts, investors and regulators, they should not be considered in isolation or relied upon as a substitute for analysis using GAAP measures. If applicable, we provide GAAP reconciliations for non-GAAP financial measures.


- 45 -



Consolidated Statements of Earnings (Unaudited)
(In thousands, except share and per share data)Three Months EndedSix Months Ended
 June 30,June 30,
Interest revenue2020201920202019
Loans$215,438  $293,332  $458,656  $573,204  
Residential mortgage loans held for sale2,140  1,754  3,263  3,417  
Trading securities11,407  15,498  23,167  34,193  
Investment securities3,000  2,905  6,121  6,939  
Available for sale securities68,297  59,880  138,017  116,711  
Fair value option securities4,110  7,503  15,818  12,740  
Restricted equity securities1,880  6,516  7,774  12,861  
Interest-bearing cash and cash equivalents112  3,432  2,505  6,829  
Total interest revenue306,384  390,820  655,321  766,894  
Interest expense    
Deposits17,745  43,183  63,904  80,600  
Borrowed funds6,996  58,404  44,781  115,214  
Subordinated debentures3,539  3,801  7,172  7,546  
Total interest expense28,280  105,388  115,857  203,360  
Net interest revenue278,104  285,432  539,464  563,534  
Provision for credit losses135,321  5,000  229,092  13,000  
Net interest revenue after provision for credit losses142,783  280,432  310,372  550,534  
Other operating revenue    
Brokerage and trading revenue62,022  40,526  112,801  72,143  
Transaction card revenue22,940  21,915  44,821  42,653  
Fiduciary and asset management revenue41,257  45,025  85,715  88,383  
Deposit service charges and fees22,046  28,074  48,176  56,317  
Mortgage banking revenue53,936  28,131  91,103  51,965  
Other revenue11,479  12,437  23,788  25,199  
Total fees and commissions213,680  176,108  406,404  336,660  
Other gains (losses), net6,768  3,480  (3,973) 6,456  
Gain on derivatives, net21,885  11,150  40,305  15,817  
Gain (loss) on fair value option securities, net(14,459) 9,853  53,934  19,518  
Change in fair value of mortgage servicing rights(761) (29,555) (89,241) (50,221) 
Gain on available for sale securities, net5,580  1,029  5,583  1,105  
Total other operating revenue232,693  172,065  413,012  329,335  
Other operating expense    
Personnel176,235  160,342  332,416  329,570  
Business promotion1,935  10,142  8,150  18,016  
Charitable contributions to BOKF Foundation3,000  1,000  3,000  1,000  
Professional fees and services12,161  13,002  25,109  29,141  
Net occupancy and equipment30,675  26,880  56,736  56,401  
Insurance5,156  6,454  10,136  11,293  
Data processing and communications32,942  29,735  65,685  61,184  
Printing, postage and supplies3,502  4,107  7,774  8,992  
Net losses and operating expenses of repossessed assets1,766  580  3,297  2,576  
Amortization of intangible assets5,190  5,138  10,284  10,329  
Mortgage banking costs15,598  11,545  26,143  21,451  
Other expense7,227  8,212  15,281  14,341  
Total other operating expense295,387  277,137  564,011  564,294  
Net income before taxes80,089  175,360  159,373  315,575  
Federal and state income taxes15,803  37,580  33,103  67,530  
Net income64,286  137,780  126,270  248,045  
Net income (loss) attributable to non-controlling interests(407) 217  (502) (130) 
Net income attributable to BOK Financial Corporation shareholders$64,693  $137,563  $126,772  $248,175  
Earnings per share:    
Basic$0.92  $1.93  $1.80  $3.47  
Diluted$0.92  $1.93  $1.80  $3.46  
Average shares used in computation:
Basic69,876,043  70,887,063  69,999,865  71,135,414  
Diluted69,877,467  70,902,033  70,003,817  71,151,558  
Dividends declared per share$0.51  $0.50  $1.02  $1.00  
Consolidated Statements of Earnings (Unaudited)        
(In thousands, except share and per share data) Three Months Ended Nine Months Ended
  September 30, September 30,
Interest revenue 2019 2018 2019 2018
Loans $286,694
 $218,732
 $859,898
 $617,517
Residential mortgage loans held for sale 1,891
 2,151
 5,308
 6,328
Trading securities 14,452
 17,295
 48,645
 38,021
Investment securities 3,221
 3,598
 10,160
 11,118
Available for sale securities 67,633
 48,917
 184,344
 142,303
Fair value option securities 10,708
 3,881
 23,448
 12,627
Restricted equity securities 7,558
 5,232
 20,419
 15,757
Interest-bearing cash and cash equivalents 3,050
 3,441
 9,879
 19,163
Total interest revenue 395,207
 303,247
 1,162,101
 862,834
Interest expense  
  
  
  
Deposits 46,917
 24,535
 127,517
 63,717
Borrowed funds 65,381
 35,804
 180,595
 93,860
Subordinated debentures 3,813
 2,025
 11,359
 6,076
Total interest expense 116,111
 62,364
 319,471
 163,653
Net interest revenue 279,096
 240,883
 842,630
 699,181
Provision for credit losses 12,000
 4,000
 25,000
 (1,000)
Net interest revenue after provision for credit losses 267,096
 236,883
 817,630
 700,181
Other operating revenue  
  
  
  
Brokerage and trading revenue 43,840
 23,086
 115,983
 80,222
Transaction card revenue 22,015
 21,396
 64,668
 63,361
Fiduciary and asset management revenue 43,621
 57,514
 132,004
 141,038
Deposit service charges and fees 28,837
 27,765
 85,154
 82,760
Mortgage banking revenue 30,180
 23,536
 82,145
 75,907
Other revenue 17,626
 12,900
 42,825
 39,781
Total fees and commissions 186,119
 166,197
 522,779
 483,069
Other gains, net 4,544
 2,754
 11,000
 6,040
Gain (loss) on derivatives, net 3,778
 (2,847) 19,595
 (11,589)
Gain (loss) on fair value option securities, net 4,597
 (4,385) 24,115
 (25,290)
Change in fair value of mortgage servicing rights (12,593) 5,972
 (62,814) 28,901
Gain (loss) on available for sale securities, net 5
 250
 1,110
 (802)
Total other operating revenue 186,450
 167,941
 515,785
 480,329
Other operating expense  
  
  
  
Personnel 162,573
 143,531
 492,143
 422,425
Business promotion 8,859
 7,620
 26,875
 21,316
Charitable contributions to BOKF Foundation 
 
 1,000
 
Professional fees and services 12,312
 13,209
 41,453
 38,387
Net occupancy and equipment 27,558
 23,394
 83,959
 70,201
Insurance 4,220
 6,232
 15,513
 19,070
Data processing and communications 31,915
 31,665
 93,099
 87,221
Printing, postage and supplies 3,825
 3,837
 12,817
 11,937
Net losses and operating expenses of repossessed assets 1,728
 4,044
 4,304
 14,471
Amortization of intangible assets 5,064
 1,603
 15,393
 4,289
Mortgage banking costs 14,975
 11,741
 36,426
 34,780
Other expense 6,263
 5,741
 20,604
 19,426
Total other operating expense 279,292
 252,617
 843,586
 743,523
Net income before taxes 174,254
 152,207
 489,829
 436,987
Federal and state income taxes 32,396
 34,662
 99,926
 98,940
Net income 141,858
 117,545
 389,903
 338,047
Net income (loss) attributable to non-controlling interests (373) 289
 (503) 857
Net income attributable to BOK Financial Corporation shareholders $142,231
 $117,256
 $390,406
 $337,190
Earnings per share:  
  
  
  
Basic $2.00
 $1.79
 $5.47
 $5.15
Diluted $2.00
 $1.79
 $5.47
 $5.15
Average shares used in computation:        
Basic 70,596,307
 64,901,095
 70,953,544
 64,883,319
Diluted 70,609,924
 64,934,351
 70,968,845
 64,919,728
Dividends declared per share $0.50
 $0.50
 $1.50
 $1.40

See accompanying notes to consolidated financial statements.

- 46 -



Consolidated Statements of Comprehensive Income (Unaudited)Consolidated Statements of Comprehensive Income (Unaudited)    Consolidated Statements of Comprehensive Income (Unaudited)
(In thousands, except share and per share data)        (In thousands, except share and per share data)  
 Three Months Ended Nine Months Ended Three Months EndedSix Months Ended
 September 30, September 30,June 30,June 30,
 2019 2018 2019 2018 2020201920202019
Net income $141,858
 $117,545
 $389,903
 $338,047
Net income$64,286  $137,780  $126,270  $248,045  
Other comprehensive income (loss) before income taxes:        
Other comprehensive income before income taxes:Other comprehensive income before income taxes:    
Net change in unrealized gain (loss) 46,285
 (35,941) 274,441
 (166,464)Net change in unrealized gain (loss)56,922  135,417  354,765  228,156  
Reclassification adjustments included in earnings:        Reclassification adjustments included in earnings:
Loss (gain) on available for sale securities, net (5) (250) (1,110) 802
Other comprehensive income (loss) before income taxes 46,280
 (36,191) 273,331
 (165,662)
Gain on available for sale securities, netGain on available for sale securities, net(5,577) (1,029) (5,580) (1,105) 
Other comprehensive income before income taxesOther comprehensive income before income taxes51,345  134,388  349,185  227,051  
Federal and state income taxes 11,096
 (9,134) 66,993
 (42,183)Federal and state income taxes12,321  32,288  83,792  55,897  
Other comprehensive income (loss), net of income taxes 35,184

(27,057)
206,338

(123,479)
Other comprehensive income, net of income taxesOther comprehensive income, net of income taxes39,024  102,100  265,393  171,154  
Comprehensive income 177,042
 90,488
 596,241
 214,568
Comprehensive income103,310  239,880  391,663  419,199  
Comprehensive income (loss) attributable to non-controlling interests (373) 289
 (503) 857
Comprehensive income (loss) attributable to non-controlling interests(407) 217  (502) (130) 
Comprehensive income attributable to BOK Financial Corp. shareholders $177,415
 $90,199
 $596,744
 $213,711
Comprehensive income attributable to BOK Financial Corp. shareholders$103,717  $239,663  $392,165  $419,329  

See accompanying notes to consolidated financial statements.

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Consolidated Balance Sheets
(In thousands, except share data)
  Sept. 30, 2019 Dec. 31, 2018
  (Unaudited) (Footnote 1)
Assets    
Cash and due from banks $761,130
 $741,749
Interest-bearing cash and cash equivalents 465,458
 401,675
Trading securities 1,675,212
 1,956,923
Investment securities (fair value:  September 30, 2019 – $324,021; December 31, 2018 – $367,298)
 304,224
 355,187
Available for sale securities 11,024,551
 8,857,120
Fair value option securities 1,816,398
 283,235
Restricted equity securities 479,018
 344,447
Residential mortgage loans held for sale 282,487
 149,221
Loans 22,285,367
 21,656,730
Allowance for loan losses (204,432) (207,457)
Loans, net of allowance 22,080,935
 21,449,273
Premises and equipment, net 516,597
 330,033
Receivables 219,420
 204,960
Goodwill 1,048,091
 1,049,263
Intangible assets, net 124,320
 134,849
Mortgage servicing rights 193,661
 259,254
Real estate and other repossessed assets, net of allowance (September 30, 2019 – $11,278; December 31, 2018 – $13,665)
 21,026
 17,487
Derivative contracts, net 352,019
 320,929
Cash surrender value of bank-owned life insurance 387,035
 381,608
Receivable on unsettled securities sales 904,630
 336,400
Other assets 470,993
 446,891
Total assets $43,127,205
 $38,020,504
     
Liabilities and Equity    
Liabilities:    
Noninterest-bearing demand deposits $9,844,397
 $10,414,592
Interest-bearing deposits:  
  
Transaction 13,521,545
 12,206,576
Savings 557,593
 529,215
Time 2,243,541
 2,113,380
Total deposits 26,167,076
 25,263,763
Funds purchased and repurchase agreements 3,413,051
 1,018,411
Other borrowings 6,822,334
 6,124,390
Subordinated debentures 275,909
 275,913
Accrued interest, taxes and expense 218,775
 192,826
Derivative contracts, net 336,791
 362,306
Due on unsettled securities purchases 703,448
 156,370
Other liabilities 352,156
 183,480
Total liabilities 38,289,540
 33,577,459
Shareholders' equity:  
  
Common stock ($.00006 par value; 2,500,000,000 shares authorized; shares issued and outstanding: September 30, 2019 – 75,757,009; December 31, 2018 – 75,711,492)
 5
 5
Capital surplus 1,346,730
 1,334,030
Retained earnings 3,655,590
 3,369,654
Treasury stock (shares at cost:  September 30, 2019 – 4,898,999; December 31, 2018 – 3,588,560)
 (307,062) (198,995)
Accumulated other comprehensive gain (loss) 133,753
 (72,585)
Total shareholders’ equity 4,829,016
 4,432,109
Non-controlling interests 8,649
 10,936
Total equity 4,837,665
 4,443,045
Total liabilities and equity $43,127,205
 $38,020,504
Consolidated Balance Sheets
(In thousands, except share data)
 June 30, 2020Dec. 31, 2019
 (Unaudited)(Footnote 1)
Assets  
Cash and due from banks$762,453  $735,836  
Interest-bearing cash and cash equivalents485,319  522,985  
Trading securities1,196,105  1,623,921  
Investment securities, net of allowance (fair value: June 30, 2020 – $299,126; December 31, 2019 – $314,402)
267,988  293,418  
Available for sale securities12,475,919  11,269,643  
Fair value option securities722,657  1,098,577  
Restricted equity securities125,683  460,552  
Residential mortgage loans held for sale319,357  182,271  
Loans24,155,890  21,750,987  
Allowance for loan losses(435,597) (210,759) 
Loans, net of allowance23,720,293  21,540,228  
Premises and equipment, net550,230  535,519  
Receivables226,934  231,811  
Goodwill1,048,091  1,048,091  
Intangible assets, net123,595  125,271  
Mortgage servicing rights97,971  201,886  
Real estate and other repossessed assets, net of allowance (June 30, 2020 – $10,861; December 31, 2019 – $11,013)
35,330  20,359  
Derivative contracts, net651,553  323,375  
Cash surrender value of bank-owned life insurance393,741  389,879  
Receivable on unsettled securities sales1,863,719  1,020,404  
Other assets752,936  547,995  
Total assets$45,819,874  $42,172,021  
Liabilities and Equity
Liabilities:
Noninterest-bearing demand deposits$11,992,165  $9,461,291  
Interest-bearing deposits:  
Transaction18,850,418  15,391,752  
Savings696,971  550,276  
Time2,352,760  2,217,849  
Total deposits33,892,314  27,621,168  
Funds purchased and repurchase agreements1,357,602  3,818,350  
Other borrowings3,173,563  4,527,055  
Subordinated debentures275,973  275,923  
Accrued interest, taxes and expense365,634  259,701  
Derivative contracts, net610,020  251,128  
Due on unsettled securities purchases599,510  182,547  
Other liabilities440,835  372,230  
Total liabilities40,715,451  37,308,102  
Shareholders' equity:  
Common stock ($.00006 par value; 2,500,000,000 shares authorized; shares issued and outstanding: June 30, 2020 – 75,999,195; December 31, 2019 – 75,758,597)
  
Capital surplus1,357,706  1,350,995  
Retained earnings3,737,862  3,729,778  
Treasury stock (shares at cost: June 30, 2020 – 5,692,505; December 31, 2019 – 5,178,999)
(368,894) (329,906) 
Accumulated other comprehensive gain370,316  104,923  
Total shareholders’ equity5,096,995  4,855,795  
Non-controlling interests7,428  8,124  
Total equity5,104,423  4,863,919  
Total liabilities and equity$45,819,874  $42,172,021  

See accompanying notes to consolidated financial statements.
- 48 -


Consolidated Statements of Changes in Equity (Unaudited)
(In thousands)
 Common StockCapital
Surplus
Retained
Earnings
Treasury StockAccumulated
Other
Comprehensive
Income (Loss)
Total
Shareholders’
Equity
Non-
Controlling
Interests
Total Equity
 SharesAmountSharesAmount
Balance, March 31, 202076,001  $ $1,354,826  $3,709,019  5,692  $(368,894) $331,292  $5,026,248  $7,912  $5,034,160  
Net income (loss)—  —  —  64,693  —  —  —  64,693  (407) 64,286  
Other comprehensive income—  —  —  —  —  —  39,024  39,024  —  39,024  
Repurchase of common stock—  —  —  —  —  —  —  —  —  —  
Share-based compensation plans:
Stock options exercised—  —  —  —  —  —  —  —  —  —  
Non-vested shares awarded,
net
(2) —  —  —  —  —  —  —  —  —  
Vesting of non-vested
shares
—  —  —  —   —  —  —  —  —  
Share-based compensation—  —  2,880  —  —  —  —  2,880  —  2,880  
Cash dividends on common
stock
—  —  —  (35,850) —  —  —  (35,850) —  (35,850) 
Capital calls and distributions,
net
—  —  —  —  —  —  —  —  (77) (77) 
Balance, June 30, 202075,999  $ $1,357,706  $3,737,862  5,693  $(368,894) $370,316  $5,096,995  $7,428  $5,104,423  
Balance, December 31, 201975,759  $ $1,350,995  $3,729,778  5,179  $(329,906) $104,923  $4,855,795  $8,124  $4,863,919  
Transition adjustment - CECL—  —  —  (46,696) —  —  —  (46,696) —  (46,696) 
Balance, January 1, 2020,
Adjusted
75,759   1,350,995  3,683,082  5,179  (329,906) 104,923  4,809,099  8,124  4,817,223  
Net income (loss)—  —  —  126,772  —  —  —  126,772  (502) 126,270  
Other comprehensive income—  —  —  —  —  —  265,393  265,393  —  265,393  
Repurchase of common stock—  —  —  —  442  (33,380) —  (33,380) —  (33,380) 
Share-based compensation
plans:
Stock options exercised10  —  586  —  —  —  —  586  —  586  
Non-vested shares awarded,
net
230  —  —  —  —  —  —  —  —  —  
Vesting of non-vested
shares
—  —  —  —  72  (5,608) —  (5,608) —  (5,608) 
Share-based compensation—  —  6,125  —  —  —  —  6,125  —  6,125  
Cash dividends on common
stock
—  —  —  (71,992) —  —  —  (71,992) —  (71,992) 
Capital calls and distributions,
net
—  —  —  —  —  —  —  —  (194) (194) 
Balance, June 30, 202075,999  $ $1,357,706  $3,737,862  5,693  $(368,894) $370,316  $5,096,995  $7,428  $5,104,423  
- 49 -



Consolidated Statements of Changes in Equity (Unaudited)
(In thousands)
 Common Stock 
Capital
Surplus
 
Retained
Earnings
 Treasury Stock Accumulated
Other
Comprehensive
Income (Loss)
 
Total
Shareholders’
Equity
 
Non-
Controlling
Interests
 Total Equity
 Shares Amount   Shares Amount   
Balance, June 30, 201975,756
 $5
 $1,343,082
 $3,548,907
 4,562
 $(281,125) $98,569
 $4,709,438
 $9,037
 $4,718,475
Net income (loss)
 
 
 142,231
 
 
 
 142,231
 (373) 141,858
Other comprehensive income
 
 
 
 
 
 35,184
 35,184
 
 35,184
Repurchase of common stock
 
 
 
 337
 (25,937) 
 (25,937) 
 (25,937)
Share-based compensation plans:
 
 
 
 
 
 
 
 
 
Stock options exercised3
 
 177
 
 
 
 
 177
 
 177
Non-vested shares awarded, net(2) 
 
 
 
 
 
 
 
 
Vesting of non-vested shares
 
 
 
 
 
 
 
 
 
Share-based compensation
 
 3,471
 
 
 
 
 3,471
 
 3,471
Cash dividends on common stock
 
 
 (35,548) 
 
 
 (35,548) 
 (35,548)
Capital calls and distributions, net
 
 
 
 
 
 
 
 (15) (15)
Balance, September 30, 201975,757
 $5
 $1,346,730
 $3,655,590
 4,899
 $(307,062) $133,753
 $4,829,016
 $8,649
 $4,837,665
                    
Balance, December 31, 201875,711
 $5
 $1,334,030
 $3,369,654
 3,589
 $(198,995) $(72,585) $4,432,109
 $10,936
 $4,443,045
Transition adjustment - Leasing standard
 
 
 2,862
 
 
 
 2,862
 
 2,862
Balance, January 1, 2019, Adjusted75,711
 5
 1,334,030
 3,372,516
 3,589
 (198,995) (72,585) 4,434,971
 10,936
 4,445,907
Net income (loss)
 
 
 390,406
 
 
 
 390,406
 (503) 389,903
Other comprehensive income
 
 
 
 
 
 206,338
 206,338
 
 206,338
Repurchase of common stock
 
 
 
 1,292
 (106,639) 
 (106,639) 
 (106,639)
Share-based compensation plans:
 
 
 
 
 
 
 
 
 
Stock options exercised21
 
 1,080
 
 
 
 
 1,080
 
 1,080
Non-vested shares awarded, net25
 
 
 
 
 
 
 
 
 
Vesting of non-vested shares
 
 
 
 18
 (1,428) 
 (1,428) 
 (1,428)
Share-based compensation
 
 11,620
 
 
 
 
 11,620
 
 11,620
Cash dividends on common stock
 
 
 (107,332) 
 
 
 (107,332) 
 (107,332)
Capital calls and distributions, net
 
 
 
 
 
 
 
 (1,784) (1,784)
Balance, September 30, 201975,757
 $5
 $1,346,730
 $3,655,590
 4,899
 $(307,062) $133,753
 $4,829,016
 $8,649
 $4,837,665
                    
Balance, June 30, 201875,314
 $4
 $1,040,202
 $3,212,653
 9,874
 $(564,123) $(135,305) $3,553,431
 $22,614
 $3,576,045
Net income (loss)
 
 
 117,256
 
 
 
 117,256
 289
 117,545
Other comprehensive income
 
 
 
 
 
 (27,057) (27,057) 
 (27,057)
Repurchase of common stock
 
 
 
 
 
 
 
 
 
Share-based compensation plans:
 
 
 
 
 
 
 
 
 
Stock options exercised3
 
 134
 
 
 
 
 134
 
 134
Non-vested shares awarded, net(8) 
 
 
 
 
 
 
 
 
Vesting of non-vested shares
 
 
 
 
 
 
 
 
 
Share-based compensation
 
 4,094
 
 
 
 
 4,094
 
 4,094
Cash dividends on common stock
 
 
 (32,826) 
 
 
 (32,826) 
 (32,826)
Capital calls and distributions, net
 
 
 
 
 
 
 
 (12,175) (12,175)
Balance, September 30, 201875,309
 $4
 $1,044,430
 $3,297,083
 9,874
 $(564,123) $(162,362) $3,615,032
 $10,728
 $3,625,760
                    
Balance, December 31, 201775,148
 $4
 $1,035,895
 $3,048,487
 9,753
 $(552,845) $(36,174) $3,495,367
 $22,967
 $3,518,334
Transition adjustment of net unrealized gains on equity securities
 
 
 2,709
 
 
 (2,709) 
 
 
Balance, December 31, 2017, Adjusted75,148
 4
 1,035,895
 3,051,196
 9,753
 (552,845) (38,883) 3,495,367
 22,967
 3,518,334
Net income (loss)
 
 
 337,190
 
 
 
 337,190
 857
 338,047
Other comprehensive income
 
 
 
 
 
 (123,479) (123,479) 
 (123,479)
Repurchase of common stock
 
 
 
 90
 (8,408) 
 (8,408) 
 (8,408)
Share-based compensation plans:
 
 
 
 
 
 
 
 
 
Stock options exercised49
 
 2,560
 
 
 
 
 2,560
 
 2,560
Non-vested shares awarded, net112
 
 
 
 
 
 
 
 
 
Vesting of non-vested shares
 
 
 
 31
 (2,870) 
 (2,870) 
 (2,870)
Share-based compensation
 
 5,975
 
 
 
 
 5,975
 
 5,975
Cash dividends on common stock
 
 
 (91,303) 
 
 
 (91,303) 
 (91,303)
Capital calls and distributions, net
 
 
 
 
 
 
 
 (13,096) (13,096)
Balance, September 30, 201875,309
 $4
 $1,044,430
 $3,297,083
 9,874
 $(564,123) $(162,362) $3,615,032
 $10,728
 $3,625,760



 Common StockCapital
Surplus
Retained
Earnings
Treasury StockAccumulated
Other
Comprehensive
Income (Loss)
Total
Shareholders’
Equity
Non-
Controlling
Interests
Total Equity
 SharesAmountSharesAmount
Balance, March 31, 201975,762  $ $1,340,323  $3,447,076  4,312  $(261,000) $(3,531) $4,522,873  $8,836  $4,531,709  
Net income—  —  —  137,563  —  —  —  137,563  217  137,780  
Other comprehensive income—  —  —  —  —  —  102,100  102,100  —  102,100  
Repurchase of common stock—  —  —  —  250  (20,125) —  (20,125) —  (20,125) 
Share-based compensation
plans:
Stock options exercised—  —  24  —  —  —  —  24  —  24  
Non-vested shares awarded,
net
(6) —  —  —  —  —  —  —  —  —  
Vesting of non-vested
shares
—  —  —  —  —  —  —  —  —  —  
Share-based compensation—  —  2,735  —  —  —  —  2,735  —  2,735  
Cash dividends on common
stock
—  —  —  (35,732) —  —  —  (35,732) —  (35,732) 
Capital calls and distributions,
net
—  —  —  —  —  —  —  —  (16) (16) 
Balance, June 30, 201975,756  $ $1,343,082  $3,548,907  4,562  $(281,125) $98,569  $4,709,438  $9,037  $4,718,475  
Balance, December 31, 201875,711  $ $1,334,030  $3,369,654  3,589  $(198,995) $(72,585) $4,432,109  $10,936  $4,443,045  
Transition adjustment -
Leasing Standard
—  —  —  2,862  —  —  —  2,862  —  2,862  
Balance, January 1, 2019,
Adjusted
75,711   1,334,030  3,372,516  3,589  (198,995) (72,585) 4,434,971  10,936  4,445,907  
Net income (loss)—  —  —  248,175  —  —  —  248,175  (130) 248,045  
Other comprehensive loss—  —  —  —  —  —  171,154  171,154  —  171,154  
Repurchase of common stock—  —  —  —  955  (80,702) —  (80,702) —  (80,702) 
Share-based compensation
plans:
Stock options exercised18  —  903  —  —  —  —  903  —  903  
Non-vested shares awarded,
net
27  —  —  —  —  —  —  —  —  —  
Vesting of non-vested
shares
—  —  —  —  18  (1,428) —  (1,428) —  (1,428) 
Share-based compensation—  —  8,149  —  —  —  —  8,149  —  8,149  
Cash dividends on common
stock
—  —  —  (71,784) —  —  —  (71,784) —  (71,784) 
Capital calls and distributions,
net
—  —  —  —  —  —  —  —  (1,769) (1,769) 
Balance, June 30, 201975,756  $ $1,343,082  $3,548,907  4,562  $(281,125) $98,569  $4,709,438  $9,037  $4,718,475  
See accompanying notes to consolidated financial statements.

- 50 -



Consolidated Statements of Cash Flows (Unaudited)
(in thousands)

 Nine Months Ended
  September 30,
  2019 2018
Cash Flows From Operating Activities:    
Net income $389,903
 $338,047
Adjustments to reconcile net income to net cash used in operating activities:    
Provision for credit losses 25,000
 (1,000)
Change in fair value of mortgage servicing rights due to market changes 62,814
 (28,901)
Change in the fair value of mortgage servicing rights due to principal payments 27,600
 25,783
Net unrealized losses (gains) from derivative contracts (25,306) 3,309
Share-based compensation 11,620
 5,975
Depreciation and amortization 69,762
 41,999
Net amortization of discounts and premiums (16,648) 19,001
Net losses (gains) on financial instruments and other losses (gains), net (2,656) 5,581
Net gain on mortgage loans held for sale (25,803) (26,242)
Mortgage loans originated for sale (2,170,287) (2,093,860)
Proceeds from sale of mortgage loans held for sale 2,070,572
 2,165,989
Capitalized mortgage servicing rights (24,821) (28,688)
Change in trading and fair value option securities (1,251,759) (848,409)
Change in receivables (613,872) (249,347)
Change in other assets 12,981
 (15,157)
Change in accrued interest, taxes and expense (15,600) 66,697
Change in other liabilities 419,982
 229,815
Net cash used in operating activities (1,056,518) (389,408)
Cash Flows From Investing Activities:  
  
Proceeds from maturities or redemptions of investment securities 49,621
 89,099
Proceeds from maturities or redemptions of available for sale securities 1,267,190
 1,208,373
Purchases of investment securities 
 (4,218)
Purchases of available for sale securities (3,802,635) (1,404,291)
Proceeds from sales of available for sale securities 628,385
 232,826
Change in amount receivable on unsettled available for sale securities transactions 29,010
 67,775
Loans originated, net of principal collected (590,196) (1,187,762)
Net payments on derivative asset contracts 40,922
 (39,485)
Acquisitions, net of cash acquired 
 (13,870)
Proceeds from disposition of assets 127,476
 265,786
Purchases of assets (308,630) (250,447)
Net cash used in investing activities (2,558,857) (1,036,214)
Cash Flows From Financing Activities:  
  
Net change in demand deposits, transaction deposits and savings accounts 773,152
 (406,446)
Net change in time deposits 129,980
 (22,570)
Net change in other borrowed funds 3,027,298
 1,035,549
Net proceeds on derivative liability contracts (43,932) 42,883
Net change in derivative margin accounts (85,468) (46,390)
Change in amount due on unsettled available for sale securities transactions 111,828
 (148,190)
Issuance of common and treasury stock, net (348) (310)
Repurchase of common stock (106,639) (8,408)
Dividends paid (107,332) (91,303)
Net cash provided by financing activities 3,698,539
 354,815
Net increase (decrease) in cash and cash equivalents 83,164
 (1,070,807)
Cash and cash equivalents at beginning of period 1,143,424
 2,317,054
Cash and cash equivalents at end of period $1,226,588
 $1,246,247
     
Supplemental Cash Flow Information:    
Cash paid for interest $316,481
 $163,381
Cash paid for taxes $77,912
 $77,373
Net loans and bank premises transferred to repossessed real estate and other assets $8,489
 $9,513
Residential mortgage loans guaranteed by U.S. government agencies that became eligible for repurchase during the period $65,286
 $70,814
Conveyance of other real estate owned guaranteed by U.S. government agencies $22,449
 $32,206
Right-of-use assets obtained in exchange for operating lease liabilities $58,766
 $
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Six Months Ended
 June 30,
 20202019
Cash Flows From Operating Activities:  
Net income$126,270  $248,045  
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for credit losses229,092  13,000  
Change in fair value of mortgage servicing rights due to market assumption changes89,241  50,221  
Change in the fair value of mortgage servicing rights due to principal payments17,779  15,664  
Net unrealized (gains) losses from derivative contracts(56,678) (17,095) 
Share-based compensation6,125  8,149  
Depreciation and amortization47,016  45,926  
Net amortization of discounts and premiums7,199  (10,913) 
Net losses (gains) on financial instruments and other losses (gains), net(2,186) 564  
Net gain on mortgage loans held for sale(42,411) (16,735) 
Mortgage loans originated for sale(1,733,205) (1,240,368) 
Proceeds from sale of mortgage loans held for sale1,654,433  1,215,756  
Capitalized mortgage servicing rights(13,906) (14,939) 
Change in trading and fair value option securities801,215  (799,241) 
Change in receivables(724,486) (228,973) 
Change in other assets(29,352) (4,965) 
Change in accrued interest, taxes and expense36,773  (41,866) 
Change in other liabilities373,541  100,731  
Net cash provided by (used in) operating activities786,460  (677,039) 
Cash Flows From Investing Activities:  
Proceeds from maturities or redemptions of investment securities23,296  26,513  
Proceeds from maturities or redemptions of available for sale securities1,070,585  704,542  
Purchases of available for sale securities(2,139,775) (2,510,271) 
Proceeds from sales of available for sale securities205,945  367,357  
Change in amount receivable on unsettled available for sale securities transactions(118,744) (28,580) 
Loans originated, net of principal collected(2,294,658) (569,075) 
Net payments on derivative asset contracts(67,105) (10,838) 
Proceeds from disposition of assets710,269  116,163  
Purchases of assets(416,815) (250,911) 
Net cash used in investing activities(3,027,002) (2,155,100) 
Cash Flows From Financing Activities:  
Net change in demand deposits, transaction deposits and savings accounts6,136,235  (73,200) 
Net change in time deposits134,911  114,377  
Net change in other borrowed funds(3,971,540) 2,968,697  
Net proceeds on derivative liability contracts60,851  6,140  
Net change in derivative margin accounts(96,114) (152,533) 
Change in amount due on unsettled available for sale securities transactions75,544  313,736  
Issuance of common and treasury stock, net(5,022) (525) 
Repurchase of common stock(33,380) (80,702) 
Dividends paid(71,992) (71,784) 
Net cash provided by financing activities2,229,493  3,024,206  
Net increase (decrease) in cash and cash equivalents(11,049) 192,067  
Cash and cash equivalents at beginning of period1,258,821  1,143,424  
Cash and cash equivalents at end of period$1,247,772  $1,335,491  
Supplemental Cash Flow Information:
Cash paid for interest$117,471  $203,513  
Cash paid for taxes$5,470  $54,722  
Net loans and bank premises transferred to repossessed real estate and other assets$19,556  $2,606  
Residential mortgage loans guaranteed by U.S. government agencies that became eligible for repurchase during the period$157,300  $44,258  
Conveyance of other real estate owned guaranteed by U.S. government agencies$6,255  $15,484  
Right-of-use assets obtained in exchange for operating lease liabilities$9,151  $12,754  
See accompanying notes to consolidated financial statements.

- 51 -


Notes to Consolidated Financial Statements (Unaudited)

(1) Significant Accounting Policies

Basis of Presentation

The accompanying unaudited 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 BOKF, NA (“the Bank”), BOK Financial Securities, Inc., and BOK Financial Private Wealth, Inc. Operating divisions of the Bank include Bank of Albuquerque, Bank of Oklahoma, Bank of Texas, BOK Financial in Arizona, Arkansas, Colorado and Kansas/Missouri, BOK Financial Mortgage and the TransFund electronic funds network.

Certain reclassifications have been made to conform to the current period presentation.

The financial information should be read in conjunction with BOK Financial’s 20182019 Form 10-K filed with the Securities and Exchange Commission, which contains audited financial statements. Amounts presented as of December 31, 20182019 have been derived from the audited financial statements included in BOK Financial’s 20182019 Form 10-K but do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Operating results for the nine-monthsix-month period ended SeptemberJune 30, 20192020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.2020.

Newly Adopted and Pending Accounting Policies

Financial Accounting Standards Board (“FASB”)

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

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

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

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

The company has established a CECL implementation team to evaluate the impact to the Company’s financial statements. The CECL implementation team, overseen by the Chief Credit Officer, Chief Financial Officer and Chief Risk Officer, has developed a project plan that incorporates input from various departments within the bank including Credit, Financial Reporting, Risk and Information Technology among others. The Audit Committee and Credit Committee of the Board of Directors is periodically updated on project progress. In the second half of 2019, the implementation team is focused on design and operation of internal controls over the expected credit losses estimate and formalizing governance and approval processes. This includes finalizing model validation, refinement of model assumptions and qualitative framework, as well as drafting policies, reporting, and disclosures. These activities support our parallel runs and related results.cost. The Company will adoptadopted the new standard on January 1, 2020, through a cumulative-effectcumulative effect adjustment to retained earnings. Prior periods were not restated.


Under ASU 2016-13, acquired loans must be reserved in a manner consistent with originated loans while the incurred loss model excluded purchased loans because the loans had been marked to fair value at acquisition. Under ASU 2016-13, the fair value discount will remain in place and be accreted into interest income over the life of any acquired loans in the portfolio.

Another transition adjustment component is related to expected credit losses for residential mortgage loans sold that exceed amounts guaranteed by the U.S. Department of Veterans Affairs as we retain the credit risk for any amounts exceeding the guarantee as well as for recourse loans.

Prior to ASU 2016-13, held-to-maturity non-agency securities carried no reserve for credit losses.

Note 4 disaggregates the transition adjustment for loans and unfunded loan commitments among portfolio segments as well as on-and off-balance sheet reserves.








- 52 -


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

On March 5, 2019, the FASB issued ASU 2019-01 which amends certain aspects of leasing standard ASU 2016-02. ASU 2019-01 provides guidance for determining the fair value of the underlying asset by lessors that are not manufacturers or dealers. The ASU also requires depository and lending lessors within the scope of ASC 942 to classify principal payments received from sales-type and direct financing leases within "investing activities" on the statement of cash flows. For the two issues above, the ASU is effective for the Company for fiscal years beginning after December 15, 2019, and interim periods therein; however early adoption is permitted. Additionally, ASU 2019-01 also clarifies interim disclosure requirements during transition and is effective with the original transition requirements in Topic 842. The Company adopted ASU 2019-01 in the first quarter of 2020. Adoption of ASU 2019-01 isdid not expected to have a material impact on the Company's financial statements.

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

On April 25, 2019, the FASB issued ASU 2019-04 which clarifies certain aspects of the accounting for credit losses, hedging activities, and financial instruments addressed by ASUs 2016-13, 2017-12, and 2016-01, respectively. Significant amendments made to the provisions of ASU 2016-13 by ASU 2019-04 include providing certain alternatives for the measurement of the allowance for credit losses on accrued interest receivable and clarifying steps entities should take when recording the transfer of loans or debt securities between measurement classification or categories. ASU 2019-04 further clarifies the expectation that entities include recoveries of financial assets in the calculation of the current expected credit losses allowance for both pools of financial assets and individual financial assets. Significant amendments made to the provisions of ASU 2017-12 by ASU 2019-04 include clarification on partial-term fair value hedges of interest rate risk, amortization of fair value hedge basis adjustments and disclosure of fair value hedge basis adjustments. Significant amendments made to provisions of ASU 2016-01include2016-01 include clarification of the measurement alternative practice for equity securities and remeasurement of equity securities at historical exchange rates. ASU 2019-04 includes other amendments which clarify various provisions within the codification. The Company adopted ASU 2019-04 is effective forin the Company for fiscal years beginning after December 15, 2019 and interim periods therein.first quarter of 2020. Adoption of ASU 2019-04 isdid not expected to have a material impact on the Company's financial statements.

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

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

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

On November 27, 2019, the FASB issued ASU 2019-11 which revises certain aspects of new guidance on credit losses. Topics addressed include purchased credit-deteriorated assets, transition relief for troubled debt restructurings, disclosure relief for accrued interest receivable, and financial assets secured by collateral maintenance provisions. ASU 2019-11 is effective for the Company for annual reporting periods beginning after December 15, 2019. The Company adopted ASU 2019-11 in the first quarter of 2020. Adoption of ASU 2019-05 is2019-11 did not expected to have a material impact on the Company's financial statements.

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

On December 18, 2019, the FASB issued ASU 2019-12 which simplifies the accounting for income taxes by eliminating certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The ASU also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 is effective for the Company for annual reporting periods beginning after December 15, 2020, and interim periods within; however, early adoption is permitted. The Company adopted ASU 2019-12 in the first quarter of 2020. Adoption of ASU 2019-12 did not have a material impact on the Company's financial statements.

- 53 -


(2) Securities
Trading Securities
 
The fair value and net unrealized gain (loss) included in trading securities are as follows (in thousands):
 
  September 30, 2019 December 31, 2018
  Fair Value Net Unrealized Gain (Loss) Fair Value Net Unrealized Gain (Loss)
U.S. government agency debentures $63,334
 $23
 $63,765
 $254
Residential agency mortgage-backed securities 1,480,458
 3,851
 1,791,584
 9,966
Municipal and other tax-exempt securities 44,105
 (99) 34,507
 (1)
Asset-backed securities 36,928
 50
 42,656
 685
Other debt securities 50,387
 116
 24,411
 65
Total trading securities $1,675,212
 $3,941
 $1,956,923
 $10,969

 June 30, 2020December 31, 2019
 Fair ValueNet Unrealized Gain (Loss)Fair ValueNet Unrealized Gain (Loss)
U.S. government agency debentures$4,237  $19  $44,264  $ 
Residential agency mortgage-backed securities1,146,454  3,589  1,504,651  2,293  
Municipal and other tax-exempt securities22,710  116  26,196  60  
Asset-backed securities —  14,084  (21) 
Other debt securities22,699  127  34,726  21  
Total trading securities$1,196,105  $3,851  $1,623,921  $2,359  
Investment Securities
 
The amortized cost and fair values of investment securities are as follows (in thousands):

 June 30, 2020
 AmortizedFairGross Unrealized
 CostValueGainLoss
Municipal and other tax-exempt$84,239  $88,623  $4,384  $—  
Residential agency mortgage-backed securities9,812  10,734  922  —  
Other debt securities175,565  199,769  24,235  (31) 
Total investment securities269,616  299,126  29,541  (31) 
Allowance for credit losses1
(1,628) 
Investment securities, net of allowance267,988  299,126  29,541  (31) 
1 Effective with the adoption of FASB ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) on January 1, 2020.
 September 30, 2019 December 31, 2019
 Amortized Fair Gross Unrealized AmortizedFairGross Unrealized
 Cost Value Gain Loss CostValueGainLoss
Municipal and other tax-exempt $104,418
 $107,647
 $3,247
 $(18)Municipal and other tax-exempt$93,653  $96,897  $3,250  $(6) 
Residential agency mortgage-backed securities 11,125
 11,650
 528
 (3)Residential agency mortgage-backed securities10,676  11,164  488  —  
Other debt securities 188,681
 204,724
 16,457
 (414)Other debt securities189,089  206,341  17,547  (295) 
Total investment securities $304,224
 $324,021
 $20,232
 $(435)Total investment securities$293,418  $314,402  $21,285  $(301) 



  December 31, 2018
  Amortized Fair Gross Unrealized
  Cost Value Gain Loss
Municipal and other tax-exempt $137,296
 $138,562
 $1,858
 $(592)
Residential agency mortgage-backed securities 12,612
 12,770
 293
 (135)
Other debt securities 205,279
 215,966
 12,257
 (1,570)
Total investment securities $355,187
 $367,298
 $14,408
 $(2,297)
- 54 -






The amortized cost and fair values of investment securities at SeptemberJune 30, 2019,2020, by contractual maturity, are as shown in the following table (dollars in thousands):
Less than
One Year
One to
Five Years
Six to
Ten Years
Over
Ten Years
Total
Weighted
Average
Maturity1
Fixed maturity debt securities:     
Amortized cost$39,734  $87,863  $122,309  $9,898  $259,804  4.95  
Fair value40,151  96,615  141,378  10,248  288,392   
Residential mortgage-backed securities:      
Amortized cost    $9,812  2
Fair value    10,734   
Total investment securities:      
Amortized cost    $269,616   
Fair value    299,126   
  
Less than
One Year
 
One to
Five Years
 
Six to
Ten Years
 
Over
Ten Years
 Total 
Weighted
Average
Maturity1
Fixed maturity debt securities:  
  
  
  
  
  
Amortized cost $42,266
 $93,139
 $145,046
 $12,648
 $293,099
 5.16
Fair value 42,426
 96,704
 160,698
 12,543
 312,371
  
Residential mortgage-backed securities:  
  
  
  
  
  
Amortized cost  
  
  
  
 $11,125
 
2 
Fair value  
  
  
  
 11,650
  
Total investment securities:  
  
  
  
  
  
Amortized cost  
  
  
  
 $304,224
  
Fair value  
  
  
  
 324,021
  
1Expected maturities may differ from contractual maturities, because borrowers may have the right to call or prepay obligations with or without penalty.
1
2The average expected lives of residential mortgage-backed securities were 4.6 years based upon current prepayment assumptions.

Expected maturities may differ from contractual maturities, because borrowers may have the right to call or prepay obligations with or without penalty.
2
The average expected lives of residential mortgage-backed securities were 4.5 years based upon current prepayment assumptions.

Temporarily Impaired Investment Securities
(in thousands):
 September 30, 2019June 30, 2020
 Number of Securities Less Than 12 Months 12 Months or Longer Total Number of SecuritiesLess Than 12 Months12 Months or LongerTotal
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
Investment:              Investment:       
Municipal and other tax-exempt 18
 $10,302
 $3
 $2,213
 $15
 $12,515
 $18
Residential agency mortgage-backed securities 1
 2,318
 3
 
 
 2,318
 3
Other debt securities 18
 275
 1
 10,897
 413
 11,172
 414
Other debt securities —  —  2,142  31  2,142  31  
Total investment securities 37
 $12,895
 $7
 $13,110
 $428
 $26,005
 $435
Total investment securities $—  $—  $2,142  $31  $2,142  $31  

  December 31, 2018
  Number of Securities Less Than 12 Months 12 Months or Longer Total
   
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
Investment:              
Municipal and other tax-exempt 72
 $18,255
 $69
 $66,141
 $523
 $84,396
 $592
Residential agency mortgage-backed securities 2
 
 
 5,633
 135
 5,633
 135
Other debt securities 72
 13,372
 64
 23,028
 1,506
 36,400
 1,570
Total investment securities 146
 $31,627
 $133
 $94,802
 $2,164
 $126,429
 $2,297


December 31, 2019
 Number of SecuritiesLess Than 12 Months12 Months or LongerTotal
Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
Investment:       
Municipal and other tax-exempt $1,001  $ $1,706  $ $2,707  $ 
Other debt securities13  275   8,041  294  8,316  295  
Total investment securities17  $1,276  $ $9,747  $299  $11,023  $301  



- 55 -


Available for Sale Securities 

The amortized cost and fair value of available for sale securities are as follows (in thousands):
 June 30, 2020
 AmortizedFairGross Unrealized
 CostValueGainLoss
U.S. Treasury$900  $912  $12  $—  
Municipal and other tax-exempt29,670  31,240  1,570  —  
Mortgage-backed securities:    
Residential agency8,789,466  9,147,238  360,056  (2,284) 
Residential non-agency21,941  35,250  13,318  (9) 
Commercial agency3,146,108  3,260,807  116,042  (1,343) 
Other debt securities500  472  —  (28) 
Total available for sale securities$11,988,585  $12,475,919  $490,998  $(3,664) 
 September 30, 2019 December 31, 2019
 Amortized Fair Gross Unrealized AmortizedFairGross Unrealized
 Cost Value Gain Loss CostValueGainLoss
U.S. Treasury $2,294
 $2,296
 $2
 $
U.S. Treasury$1,598  $1,600  $ $—  
Municipal and other tax-exempt 1,772
 1,848
 76
 
Municipal and other tax-exempt1,789  1,861  72  —  
Mortgage-backed securities:  
  
  
  
Mortgage-backed securities:   
Residential agency 7,636,923
 7,740,461
 114,646
 (11,108)Residential agency7,956,297  8,046,096  104,912  (15,113) 
Residential non-agency 28,814
 44,803
 15,989
 
Residential non-agency25,968  41,609  15,641  —  
Commercial agency 3,176,188
 3,234,671
 61,003
 (2,520)Commercial agency3,145,342  3,178,005  37,808  (5,145) 
Other debt securities 500
 472
 
 (28)Other debt securities500  472  —  (28) 
Total available for sale securities $10,846,491
 $11,024,551
 $191,716
 $(13,656)Total available for sale securities$11,131,494  $11,269,643  $158,435  $(20,286) 

  December 31, 2018
  Amortized Fair Gross Unrealized
  Cost Value Gain Loss
U.S. Treasury $496
 $493
 $
 $(3)
Municipal and other tax-exempt 2,782
 2,864
 82
 
Mortgage-backed securities:    
  
  
Residential agency 5,886,323
 5,804,708
 16,149
 (97,764)
Residential non-agency 40,948
 59,736
 18,788
 
Commercial agency 2,986,297
 2,953,889
 7,955
 (40,363)
Other debt securities 35,545
 35,430
 12
 (127)
Total available for sale securities $8,952,391
 $8,857,120
 $42,986
 $(138,257)


The amortized cost and fair values of available for sale securities at SeptemberJune 30, 2019,2020, by contractual maturity, are as shown in the following table (dollars in thousands):
Less than
One Year
One to
Five Years
Six to
Ten Years
Over
Ten Years
Total
Weighted
Average
Maturity1
Fixed maturity debt securities:
Amortized cost$34,044  $1,321,471  $1,241,310  $580,353  $3,177,178  8.03  
Fair value34,144  1,375,128  1,280,251  603,908  3,293,431  
Residential mortgage-backed securities:
Amortized cost$8,811,407  2
Fair value9,182,488  
Total available-for-sale securities:
Amortized cost$11,988,585  
Fair value12,475,919  
1Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without penalty.
2The average expected lives of residential mortgage-backed securities were 3.1 years based upon current prepayment assumptions.

- 56 -

 
Less than
One Year
 
One to
Five Years
 
Six to
Ten Years
 
Over
Ten Years
 Total 
Weighted
Average
Maturity1
Fixed maturity debt securities:           
Amortized cost$35,845
 $1,069,415
 $1,476,121
 $599,373
 $3,180,754
 8.29
Fair value35,806
 1,081,571
 1,512,308
 609,602
 3,239,287
  
Residential mortgage-backed securities:           
Amortized cost        $7,665,737
 
2 
Fair value        7,785,264
  
Total available-for-sale securities:           
Amortized cost        $10,846,491
  
Fair value        11,024,551
  
1

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



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,
 2020201920202019
Proceeds$179,051  $122,098  $205,945  $367,357  
Gross realized gains5,580  1,029  5,583  6,327  
Gross realized losses—  —  —  (5,222) 
Related federal and state income tax expense (benefit)1,421  262  1,422  281  
 Three Months Ended
September 30,
 Nine Months Ended September 30,
 2019 2018 2019 2018
Proceeds$261,028
 $45,293
 $628,385
 $232,826
Gross realized gains989
 250
 7,316
 700
Gross realized losses(984) 
 (6,206) (1,502)
Related federal and state income tax expense (benefit)1
 64
 282
 (204)


The fair value of debt securities pledged as collateral for repurchase agreements, public trust funds on deposit and for other purposes, as required by law was $10.8$12.3 billion at SeptemberJune 30, 20192020 and $9.1$10.1 billion at December 31, 2018.2019. The secured parties do not have the right to sell or repledge these securities.

Temporarily Impaired Available for Sale Securities
(in thousands)
June 30, 2020
 Number of SecuritiesLess Than 12 Months12 Months or LongerTotal
Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
Available for sale:       
Mortgage-backed securities:    
Residential agency36  492,864  1,375  173,997  909  666,861  2,284  
Residential non-agency 1,695   —  —  1,695   
Commercial agency22  271,735  902  160,806  441  432,541  1,343  
Other debt securities —  —  472  28  472  28  
Total available for sale securities60  $766,294  $2,286  $335,275  $1,378  $1,101,569  $3,664  
  September 30, 2019
  Number of Securities Less Than 12 Months 12 Months or Longer Total
   
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
Available for sale:  
  
  
  
  
  
  
U.S. Treasury 
 $
 $
 $
 $
 $
 $
Mortgage-backed securities:    
  
  
  
 

 

Residential agency 108

931,248

3,260

753,448

7,848

1,684,696

11,108
Commercial agency 57
 449,798
 1,612
 224,409
 908
 674,207
 2,520
Other debt securities 1
 
 
 472
 28
 472
 28
Total available for sale securities 166
 $1,381,046

$4,872

$978,329

$8,784

$2,359,375

$13,656


December 31, 2019
 Number of SecuritiesLess Than 12 Months12 Months or LongerTotal
Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
Available for sale:     
Mortgage-backed securities:     
Residential agency133  $1,352,597  $6,690  $686,002  $8,423  $2,038,599  $15,113  
Commercial agency69  830,047  4,238  210,877  907  1,040,924  5,145  
Other debt securities —  —  472  28  472  28  
Total available for sale securities203  $2,182,644  $10,928  $897,351  $9,358  $3,079,995  $20,286  
  December 31, 2018
  Number of Securities Less Than 12 Months 12 Months or Longer Total
   
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
Available for sale:  
  
  
  
  
 

 

U.S. Treasury 1
 $
 $
 $493
 $3
 $493
 $3
Mortgage-backed securities:  
  
  
  
  
 

 

Residential agency 289
 510,824
 1,158
 3,641,370
 96,606
 4,152,194
 97,764
Commercial agency 197
 179,258
 394
 1,969,504
 39,969
 2,148,762
 40,363
Other debt securities 3
 9,982
 63
 20,436
 64
 30,418
 127
Total available for sale securities 490
 $700,064

$1,615

$5,631,803

$136,642

$6,331,867

$138,257


Based on evaluations of impaired securities as of SeptemberJune 30, 2019,2020, the Company does not intend to sell any impaired available for sale debt securities before fair value recovers to the current amortized cost and it is more-likely-than-not that the Company will not be required to sell impaired securities before fair value recovers, which may be maturity.



- 57 -


Fair Value Option Securities
 
Fair value option securities represent securities which the Company has elected to carry at fair value and are separately identified on the Consolidated Balance Sheets. Changes in the fair value are recognized in earnings as they occur. Certain securities are held as an economic hedge of the mortgage servicing rights. 

The fair value and net unrealized gain (loss) included in fair value option securities is as follows (in thousands):
 June 30, 2020December 31, 2019
 Fair ValueNet Unrealized Gain (Loss)Fair ValueNet Unrealized Gain (Loss)
U.S. Treasury$92,742  $307  $9,917  $(48) 
Residential agency mortgage-backed securities629,915  16,549  1,088,660  14,109  
Total$722,657  $16,856  $1,098,577  $14,061  
  September 30, 2019 December 31, 2018
  Fair Value Net Unrealized Gain (Loss) Fair Value Net Unrealized Gain (Loss)
U.S. Treasury $552,536
 $927
 $
 $
Residential agency mortgage-backed securities 1,263,862
 18,588
 283,235
 2,766
Total $1,816,398
 $19,515
 $283,235
 $2,766



- 58 -


(3) Derivatives
 
Derivative instruments may be used by the Company as part of its internal risk management programs or may be offered to customers. All derivative instruments are carried at fair value and changes in fair value are reported in earnings as they occur. Credit risk is also considered in determining fair value. Deterioration in the credit rating of customer or other counterparties reduced the fair value of asset contracts. Deterioration of our credit rating could decrease the fair value of our derivative liabilities.

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

Derivative contracts may require the Company to provide or receive cash margin as collateral for derivative assets and liabilities. Derivative assets and liabilities are reported net of cash margin when certain conditions are met. In addition, derivative contracts executed with customers under Customer Risk Management Programs may be secured by non-cash collateral in conjunction with a credit agreement with that customer. Access to collateral in the event of default is reasonably assured.
 
None of these derivative contracts have been designated as hedging instruments for accounting purposes.

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 with derivative contracts. Customers may also manage interest rate risk through interest rate swaps used by borrowers to modify interest rate terms of their loans. Derivative contracts are executed between the customers and BOK Financial. Offsetting contracts are executed between BOK Financial and other selected counterparties to minimize the 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 in the Consolidated Statements of Earnings.
 
Trading

BOK Financial may offer derivative instruments such as to-be-announced securities to mortgage banking customers to hedgeenable them to manage their loan productionmarket risk or to mitigate the Company's market risk of holding trading securities. Changes in the fair value of derivative instruments for trading purposes or used to mitigate the market risk of holding trading securities are included in Other operating revenue – Brokerage and trading revenue.

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

As discussed in Note 6,5, certain derivative contracts not designated as hedging instruments related to mortgage loan commitments and forward sales contracts are included in Residential mortgage loans held for sale on the Consolidated Balance Sheets. See Note 65 for additional discussion of notional, fair value and impact on earnings of these contracts.

- 59 -


The following table summarizes the fair values of derivative contracts recorded as “derivative contracts” assets and liabilities in the balance sheet at SeptemberJune 30, 20192020 (in thousands):
Assets
 
Notional1
Gross Fair ValueNetting AdjustmentsNet Fair Value Before Cash CollateralCash CollateralFair Value Net of Cash Collateral
Customer risk management programs:   
Interest rate contracts2,772,027  140,157  (42) 140,115  —  140,115  
Energy contracts2,912,225  434,455  (199,805) 234,650  (155,160) 79,490  
Agricultural contracts13,183  59  (35) 24  —  24  
Foreign exchange contracts283,424  281,801  —  281,801  (507) 281,294  
Equity option contracts75,987  1,097  —  1,097  (286) 811  
Total customer risk management programs6,056,846  857,569  (199,882) 657,687  (155,953) 501,734  
Trading50,132,348  219,647  (91,830) 127,817  —  127,817  
Internal risk management programs865,964  23,823  (1,821) 22,002  —  22,002  
Total derivative contracts$57,055,158  $1,101,039  $(293,533) $807,506  $(155,953) $651,553  
Liabilities
 
Notional1
Gross Fair ValueNetting AdjustmentsNet Fair Value Before Cash CollateralCash CollateralFair Value Net of Cash Collateral
Customer risk management programs:   
Interest rate contracts2,772,027  140,509  (42) 140,467  (129,094) 11,373  
Energy contracts2,718,690  408,813  (199,805) 209,008  (3,298) 205,710  
Agricultural contracts13,191  50  (35) 15  (15) —  
Foreign exchange contracts270,594  269,013  —  269,013  —  269,013  
Equity option contracts75,987  1,097  —  1,097  —  1,097  
Total customer risk management programs5,850,489  819,482  (199,882) 619,600  (132,407) 487,193  
Trading52,408,519  213,170  (91,830) 121,340  —  121,340  
Internal risk management programs168,491  3,308  (1,821) 1,487  —  1,487  
Total derivative contracts$58,427,499  $1,035,960  $(293,533) $742,427  $(132,407) $610,020  
1 Notional amounts for commodity contracts are converted into dollar-equivalent amounts based on dollar prices at the inception of the contract.


- 60 -

  Assets
  
Notional1
 Gross Fair Value Netting Adjustments Net Fair Value Before Cash Collateral Cash Collateral Fair Value Net of Cash Collateral
Customer risk management programs:            
Interest rate contracts            
To-be-announced residential mortgage-backed securities $
 $
 $
 $
 $
 $
Interest rate swaps 2,399,788
 67,157
 (240) 66,917
 (277) 66,640
Energy contracts 1,980,406
 183,204
 (59,139) 124,065
 (66,149) 57,916
Agricultural contracts 15,538
 470
 (302) 168
 
 168
Foreign exchange contracts 209,515
 206,914
 
 206,914
 
 206,914
Equity option contracts 82,860
 3,114
 
 3,114
 (660) 2,454
Total customer risk management programs 4,688,107
 460,859
 (59,681) 401,178
 (67,086) 334,092
Trading 73,658,685
 205,188
 (193,306) 11,882
 
 11,882
Internal risk management programs 433,804
 9,037
 (2,992) 6,045
 
 6,045
Total derivative contracts $78,780,596
 $675,084
 $(255,979) $419,105
 $(67,086) $352,019
             
  Liabilities
  Notional¹ Gross Fair Value Netting Adjustments Net Fair Value Before Cash Collateral Cash Collateral Fair Value Net of Cash Collateral
Customer risk management programs:            
Interest rate contracts            
To-be-announced residential mortgage-backed securities $
 $
 $
 $
 $
 $
Interest rate swaps 2,399,788
 67,296
 (240) 67,056
 (61,563) 5,493
Energy contracts 1,936,369
 175,613
 (59,139) 116,474
 (784) 115,690
Agricultural contracts 15,547
 451
 (302) 149
 
 149
Foreign exchange contracts 200,347
 197,807
 
 197,807
 (433) 197,374
Equity option contracts 82,860
 3,114
 
 3,114
 
 3,114
Total customer risk management programs 4,634,911
 444,281
 (59,681) 384,600
 (62,780) 321,820
Trading 75,247,769
 207,542
 (193,306) 14,236
 
 14,236
Internal risk management programs 483,370
 5,435
 (2,992) 2,443
 (1,708) 735
Total derivative contracts $80,366,050
 $657,258
 $(255,979) $401,279
 $(64,488) $336,791
1

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




The following table summarizes the fair values of derivative contracts recorded as “derivative contracts” assets and liabilities in the balance sheet at December 31, 20182019 (in thousands):
Assets
 
Notional 1
Gross Fair ValueNetting AdjustmentsNet Fair Value Before Cash CollateralCash CollateralFair Value Net of Cash Collateral
Customer risk management programs:   
Interest rate contracts2,464,478  49,100  (1,839) 47,261  —  47,261  
Energy contracts2,151,096  144,906  (107,591) 37,315  (38) 37,277  
Agricultural contracts16,118  1,522  (22) 1,500  —  1,500  
Foreign exchange contracts214,119  213,007  —  213,007  —  213,007  
Equity option contracts81,455  3,233  —  3,233  (660) 2,573  
Total customer risk management programs4,927,266  411,768  (109,452) 302,316  (698) 301,618  
Trading69,721,932  131,561  (115,949) 15,612  —  15,612  
Internal risk management programs1,268,180  6,226  (81) 6,145  —  6,145  
Total derivative contracts$75,917,378  $549,555  $(225,482) $324,073  $(698) $323,375  
Liabilities
 
Notional 1
Gross Fair ValueNetting AdjustmentsNet Fair Value Before Cash CollateralCash CollateralFair Value Net of Cash Collateral
Customer risk management programs:   
Interest rate contracts2,464,478  49,194  (1,839) 47,355  (43,932) 3,423  
Energy contracts2,105,391  139,311  (107,591) 31,720  (6,031) 25,689  
Agricultural contracts16,139  1,507  (22) 1,485  (1,485) —  
Foreign exchange contracts207,919  207,020  —  207,020  —  207,020  
Equity option contracts81,455  3,233  —  3,233  —  3,233  
Total customer risk management programs4,875,382  400,265  (109,452) 290,813  (51,448) 239,365  
Trading65,144,388  125,535  (115,949) 9,586  —  9,586  
Internal risk management programs380,401  3,121  (81) 3,040  (863) 2,177  
Total derivative contracts$70,400,171  $528,921  $(225,482) $303,439  $(52,311) $251,128  
1 Notional amounts for commodity contracts are converted into dollar-equivalent amounts based on dollar prices at the inception of the contract.

- 61 -

  Assets
  
Notional 1
 Gross Fair Value Netting Adjustments Net Fair Value Before Cash Collateral Cash Collateral Fair Value Net of Cash Collateral
Customer risk management programs:            
Interest rate contracts            
To-be-announced residential mortgage-backed securities $10,671,151
 $92,231
 $(26,787) $65,444
 $
 $65,444
Interest rate swaps 1,924,131
 36,112
 (6,688) 29,424
 (7,934) 21,490
Energy contracts 1,472,209
 206,418
 (60,983) 145,435
 (106,752) 38,683
Agricultural contracts 21,210
 842
 (201) 641
 
 641
Foreign exchange contracts 184,990
 183,759
 
 183,759
 
 183,759
Equity option contracts 89,085
 2,021
 
 2,021
 (648) 1,373
Total customer risk management programs 14,362,776
 521,383
 (94,659) 426,724
 (115,334) 311,390
Trading 15,356,909
 45,346
 (39,521) 5,825
 
 5,825
Internal risk management programs 553,079
 5,064
 (1,350) 3,714
 
 3,714
Total derivative contracts $30,272,764
 $571,793
 $(135,530) $436,263
 $(115,334) $320,929
             
  Liabilities
  
Notional 1
 Gross Fair Value Netting Adjustments Net Fair Value Before Cash Collateral Cash Collateral Fair Value Net of Cash Collateral
Customer risk management programs:            
Interest rate contracts            
To-be-announced residential mortgage-backed securities $10,558,151
 $90,388
 $(26,787) $63,601
 $(63,596) $5
Interest rate swaps 1,924,131
 36,288
 (6,688) 29,600
 (4,110) 25,490
Energy contracts 1,434,247
 202,494
 (60,983) 141,511
 (1,490) 140,021
Agricultural contracts 21,214
 812
 (201) 611
 
 611
Foreign exchange contracts 177,423
 175,922
 
 175,922
 
 175,922
Equity option contracts 89,085
 2,021
 
 2,021
 
 2,021
Total customer risk management programs 14,204,251
 507,925
 (94,659) 413,266
 (69,196) 344,070
Trading 19,374,294
 56,983
 (39,521) 17,462
 
 17,462
Internal risk management programs 260,348
 9,439
 (1,350) 8,089
 (7,315) 774
Total derivative contracts $33,838,893
 $574,347
 $(135,530) $438,817
 $(76,511) $362,306
1

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



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, 2020June 30, 2019
 Brokerage
and Trading Revenue
Gain (Loss) on Derivatives, NetBrokerage
and Trading
Revenue
Gain (Loss)on Derivatives, Net
Customer risk management programs:    
Interest rate contracts
To-be-announced residential mortgage-backed securities$—  $—  $2,212  $—  
Interest rate swaps746  —  942  —  
Energy contracts5,383  —  2,086  —  
Agricultural contracts —   —  
Foreign exchange contracts107  —  100  —  
Equity option contracts—  —  —  —  
Total customer risk management programs6,242  —  5,344  —  
Trading1
32,577  —  8,030  —  
Internal risk management programs—  21,885  —  11,150  
Total derivative contracts$38,819  $21,885  $13,374  $11,150  
  Three Months Ended
  September 30, 2019 September 30, 2018
  
Brokerage
and Trading Revenue
 Gain (Loss) on Derivatives, Net 
Brokerage
and Trading
Revenue
 Gain (Loss)on Derivatives, Net
Customer risk management programs:        
Interest rate contracts        
To-be-announced residential mortgage-backed securities $1,667
 $
 $7,272
 $
Interest rate swaps 1,252
 
 618
 
Energy contracts 1,611
 
 541
 
Agricultural contracts 16
 
 6
 
Foreign exchange contracts 138
 
 78
 
Equity option contracts 
 
 
 
Total customer risk management programs 4,684
 
 8,515
 
Trading 3,630
 
 6,124
 
Internal risk management programs 
 3,778
 
 (2,847)
Total derivative contracts $8,314
 $3,778
 $14,639
 $(2,847)
Represents changes in fair value of to-be-announced securities and other derivative instruments held to mitigate market risk of trading securities portfolio, which is offset by changes in fair value of trading securities also include in Brokerage and Trading Revenue in the Consolidated Statements of Earnings.
 Six Months Ended
June 30, 2020June 30, 2019
 Brokerage
and Trading Revenue
Gain (Loss) on Derivatives, NetBrokerage
and Trading
Revenue
Gain (Loss) on Derivatives, Net
Customer risk management programs:    
Interest rate contracts
To-be-announced residential mortgage-backed securities$—  $—  $7,912  $—  
Interest rate swaps1,688  —  1,535  —  
Energy contracts7,390  —  2,312  —  
Agricultural contracts21  —   —  
Foreign exchange contracts365  —  254  —  
Equity option contracts—  —  —  —  
Total customer risk management programs9,464  —  12,021  —  
Trading1
(8,078) —  735  —  
Internal risk management programs—  40,305  —  15,817  
Total derivative contracts$1,386  $40,305  $12,756  $15,817  
1 Represents changes in fair value of to-be-announced securities and other derivative instruments held to mitigate market risk of trading securities portfolio, which is offset by changes in fair value of trading securities also include in Brokerage and Trading Revenue in the Consolidated Statements of Earnings.


  Nine Months Ended
  September 30, 2019 September 30, 2018
  
Brokerage
and Trading Revenue
 Gain (Loss) on Derivatives, Net 
Brokerage
and Trading
Revenue
 Gain (Loss) on Derivatives, Net
Customer risk management programs:        
Interest rate contracts        
To-be-announced residential mortgage-backed securities $9,579
 $
 $21,677
 $
Interest rate swaps 2,787
 
 2,057
 
Energy contracts 3,923
 
 5,097
 
Agricultural contracts 24
 
 36
 
Foreign exchange contracts 392
 
 350
 
Equity option contracts 
 
 
 
Total customer risk management programs 16,705
 
 29,217
 
Trading 4,365
 
 3,260
 
Internal risk management programs 
 19,595
 
 (11,589)
Total derivative contracts $21,070
 $19,595
 $32,477
 $(11,589)



- 62 -


(4) Loans and Allowances for Credit Losses

Loans

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

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

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

Loans to borrowers experiencing financial difficulties may be modified in troubled debt restructurings ("TDRs"). Primarily all TDRs are classified as nonaccruing, excluding loans guaranteed by U.S. government agencies. Modifications generally consist of extension of payment terms or interest rate concessions and may result either voluntarily through negotiations with the borrower or involuntarily through court order. Generally, principal and accrued but unpaid interest is not voluntarily forgiven. In accordance with the guidance provided by the banking agencies on April 7, 2020 concerning loan modifications for customers impacted by the COVID-19 pandemic, short-term (six months or less) payment deferrals made in good faith to borrowers current prior to the relief are not considered TDRs.

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

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

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

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

- 63 -


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



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

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

 June 30, 2020
Fixed
Rate
Variable
Rate
Non-accrualTotal
Commercial3,215,865  10,740,646  201,999  $14,158,510  
Commercial real estate1,029,544  3,510,644  13,956  4,554,144  
Paycheck protection program2,081,428  —  —  2,081,428  
Loans to individuals2,038,990  1,283,377  39,441  3,361,808  
Total$8,365,827  $15,534,667  $255,396  $24,155,890  
  September 30, 2019 December 31, 2018
  
Fixed
Rate
 
Variable
Rate
 Non-accrual Total 
Fixed
Rate
 
Variable
Rate
 Non-accrual Total
Commercial $3,184,237
 $11,128,682
 $111,706
 $14,424,625
 $2,251,188
 $11,285,049
 $99,841
 $13,636,078
Commercial real estate 1,070,050
 3,532,822
 23,185
 4,626,057
 1,477,274
 3,265,918
 21,621
 4,764,813
Residential mortgage 1,690,286
 389,713
 37,304
 2,117,303
 1,830,224
 358,254
 41,555
 2,230,033
Personal 191,827
 925,284
 271
 1,117,382
 190,687
 834,889
 230
 1,025,806
Total $6,136,400
 $15,976,501
 $172,466
 $22,285,367
 $5,749,373
 $15,744,110
 $163,247
 $21,656,730
Accruing loans past due (90 days)1
  
  
  
 $1,541
  
  
  
 $1,338
1
Excludes residential mortgage loans guaranteed by agencies of the U.S. government


Credit Commitments
 
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of conditions established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. At SeptemberJune 30, 2019,2020, outstanding commitments totaled $11$10.3 billion. Because some commitments are expected to expire before being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. BOK Financial uses the same credit policies in making commitments as it does loans.

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

Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Because the credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loan commitments, BOK Financial uses the same credit policies in evaluating the creditworthiness of the customer. Additionally, BOK Financial uses the same evaluation process in obtaining collateral on standby letters of credit as it does for loan commitments. The term of these standby letters of credit is defined in each commitment and typically corresponds with the underlying loan commitment. At SeptemberJune 30, 2019,2020, outstanding standby letters of credit totaled $713$693 million. 

Allowances for Credit Losses and Accrual for Off-balance Sheet Credit Risk from Unfunded Loans Commitments

BOK Financial’s accounting policies have changed significantly with the adoption of CECL as of January 1, 2020. Prior periods are not restated. Prior to January 1, 2020, general allowances and nonspecific allowances were based on incurred credit losses in accordance with accounting policies disclosed in Note 1 of the Consolidated Financial maintains anStatements included in the 2019 Form 10-K.

The allowance for loan losses and an accrual for off-balance sheet credit risk. risk from unfunded loan commitments represent the portion of the amortized cost basis of loans that we do not expect to collect over the asset’s contractual life, considering past events, current conditions, and reasonable and supportable forecasts of future economic conditions. The appropriateness of the allowance for credit losses, including industry and product adjustments, is assessed quarterly by a senior management Allowance Committee. This review is based on an on-going evaluation of the estimated expected credit losses in the portfolio and on unused commitments to provide financing. A well-documented methodology has been developed and is applied by an independent Credit Administration department to assure consistency across the Company.

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The allowance for loan losses consists of specific allowances attributed to certain individual loans, generally nonaccruing loans, with dissimilar risk characteristics that have not yet been charged down to amounts we expect to recover and general allowances for estimated credit losses on pools of loans that share similar risk characteristics.

When full collection of principal or interest is uncertain, the loan’s risk characteristics have changed, and we exclude the loan from the general allowance pool, typically designating it as nonaccruing. For these loans, a specific allowance reflects the expected credit loss.

We measure specific allowances for loans excluded from the general allowance pool by an evaluation of estimated future cash flows discounted at the loans initial effective interest rate or the fair value of collateral for certain collateral dependent loans. For a non-collateral dependent loan, the specific allowance is the amount by which the loan’s amortized cost basis exceeds its net realizable value. We measure the specific allowance for collateral dependent loans as the amount by which the loan’s amortized costs basis exceeds its fair value. When repayment is expected to be provided substantially through the sale of collateral, we deduct estimated selling costs from the collateral’s fair value. Generally, third party appraisals that conform to Uniform Standards of Professional Appraisal Practice serve as the basis for the fair value of real property held as collateral. These appraised values are on an “as-is” basis and generally are not adjusted by the Company. We obtain updated appraisals at least annually or more frequently if market conditions indicate collateral values may have declined. For energy loans, our internal staff of engineers generally determines collateral value of mineral rights based on projected cash flows from proven oil and gas reserves under existing economic and operating conditions. For real property held as collateral for other loans, third party appraisals that conform to Uniform Standards of Professional Appraisal Practice generally serve as the basis for the fair value. These appraised values are on an “as-is” basis and generally are not adjusted by the Company. We obtain updated appraisals at least annually or more frequently if market conditions indicate collateral values may have declined. Our special assets staff generally determines the value of other collateral based on projected liquidation cash flows under current market conditions. We evaluate collateral values and available cash resources quarterly. Historical statistics may be used to estimate specific allowances in limited situations, such as when a collateral dependent loan is removed from the general allowance pool near the end of a reporting period until an appraisal of collateral value is received or a full assessment of future cash flows is completed.

General allowances estimate expected credit losses on pools of loans sharing similar risk characteristics that are expected to occur over the loan’s estimated remaining life. The loan’s estimated remaining life represents the contractual term adjusted for amortization, estimates of prepayments, and borrower-owned extension options. Approximately 90 percent of the committed dollars in the loan portfolio is risk graded loans with general allowance model inputs that include probability of default, loss given default, and exposure at default. Probability of default is based on the migration of loans from performing to nonperforming using historical life of loan analysis periods. Loss given default is based on the aggregate losses incurred, net of estimated recoveries. Exposure at default represents an estimate of the outstanding amount of credit exposure at the time a default may occur.

Charge-off migration is used to calculate the general allowance for the majority of non-risk graded loans to individuals. The expected credit loss on less than 10 percent of the committed dollars in the portfolio is calculated using charge-off migration.

The expected credit loss on approximately 1 percent of the committed dollars in the portfolio is calculated using a non-modeled approach. Specifically, the calculation applies a long-term net charge-off rate to the loan balances, adjusted for the weighted average remaining maturity of each portfolio.
In estimating the expected credit losses for general allowances on performing risk-graded loans, each portfolio class is assigned relevant economic loss drivers which best explain variations in portfolio net loss rates. The probability of default estimates for each portfolio class are adjusted for current and forecasted economic conditions. The result is applied to the exposure at default and loss given default to calculate the lifetime expected credit loss estimate. Selection of relevant economic loss drivers is re-evaluated periodically and involves statistical analysis as well as management judgment. The unemployment rate factors significantly in the allowance for loan losses calculation, affecting commercial and loans to individuals segments. Other primary factors impacting the commercial portfolio include BBB corporate spreads, real gross domestic product growth rate, and energy commodity prices. The primary commercial real estate variables are vacancy rate and BBB corporate spreads. In addition to the unemployment rate, the forecast for loans to individuals is tied to home price index. The forecasts may include regional economic factors when localized conditions diverge from national conditions.

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An Economic Forecast Committee, consisting of senior management with members largely independent of the allowance process develops a twelve-month forward-looking forecast for the relevant economic loss drivers. Management develops these forecasts based on external data as well as a view of future economic conditions, which may include adjustments for regional conditions. The forecast includes three economic scenarios and probability weights for each scenario. The base forecast represents management's view of the most likely outcome, while the downside forecast reflects reasonably possible worsening economic conditions, and the upside forecast projects reasonably possible improving conditions.

At the end of the one-year reasonable and supportable forecast period, we transition from shorter-term expected losses to long-term loss averages for the loan’s estimated remaining life. The difference between short-term loss forecasts and long-term loss averages is run-off over the reversion horizon, up to three years, depending on the forecasted economic scenarios.

General allowances also consider the estimated impact of factors that are not captured in the modeled results or historical experience. These qualitative adjustments, determined by the Allowance Committee, may increase or decrease the allowance estimated by modeled results. Factors not captured in modeled results or historical experience may include for example, new lines of business, market conditions that have not been previously encountered, observed changes in credit risk that are not yet reflected in macro-economic factors, or economic conditions that impact loss given default assumptions.

The accrual for off-balance sheet credit risk is maintained at a level that is appropriate to cover estimated losses associated with credit instruments that are not currently recognized as assets such as loan commitments, standby letters of credit or guarantees. As discussed in greater detail in Note 6, the Company also has separate accruals for off-balance sheet credit risk related to residential mortgage loans previously sold with full or partial recourse and for residential mortgage loans sold to government sponsored agencies under standard representations and warranties.

The appropriateness of the allowance for loan losses and accrual for off-balance sheet credit losses (collectively "allowance for credit losses") is assessed by management based on an ongoing quarterly evaluation of the probable estimated losses inherent in the portfolio, including probable losses on both outstanding loans and unused commitments.

The allowance for loan losses consists of specific allowances attributed to impaired loans that have not yet been charged down to amounts we expect to recover, general allowances for unimpaired loans based on estimated loss rates by loan class and nonspecific allowances based on general economic conditions, risk concentration and related factors. There have been no material changes in the approach or techniques utilized in developing the allowance for loan losses and the accrual for off-balance sheet credit losses for the three and nine months ended September 30, 2019.



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

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

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

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

An accrual for off-balance sheet credit losses is included in Otherother liabilities in the Consolidated Balance Sheets. The appropriateness of thisthe accrual is determined in the same manner as the allowance for loan losses.losses, with the added consideration of commitment usage over the remaining life for those loans that the bank can not unconditionally cancel.

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



The activity in the allowance for loan losses and the allowance for off-balance sheet credit losses related to loan commitments and standby letters of credit for the three months ended September 30, 2019 is summarized as follows (in thousands):
  Commercial Commercial Real Estate Residential Mortgage Personal Nonspecific Allowance Total
Allowance for loan losses:            
Beginning balance $106,397
 $54,188
 $15,724
 $9,388
 $16,837
 $202,534
Provision for loan losses 9,861
 102
 (253) 1,911
 918
 12,539
Loans charged off (9,875) 
 (56) (1,776) 
 (11,707)
Recoveries 260
 60
 119
 627
 
 1,066
Ending balance $106,643
 $54,350
 $15,534
 $10,150
 $17,755
 $204,432
Allowance for off-balance sheet credit losses:  
  
  
  
  
  
Beginning balance $1,742
 $116
 $44
 $1
 $
 $1,903
Provision for off-balance sheet credit losses (536) (3) 
 
 
 (539)
Ending balance $1,206
 $113
 $44
 $1
 $
 $1,364
             
Total provision for credit losses $9,325
 $99
 $(253) $1,911
 $918
 $12,000


The activity in the allowance for loan losses and the allowance for off-balance sheet credit losses related to loan commitments and standby letters of credit for the nine months ended September 30, 2019 is summarized as follows (in thousands):
Three Months Ended
June 30, 2020
 CommercialCommercial Real EstatePaycheck Protection ProgramLoans to IndividualsNonspecific AllowanceTotal
Allowance for loan losses:     
Beginning balance$213,438  $51,461  $—  $50,412  $—  $315,311  
Provision for loan losses111,153  17,221  —  5,991  —  134,365  
Loans charged off(14,487) (1) —  (1,082) —  (15,570) 
Recoveries of loans previously charged off318  75  —  1,098  —  1,491  
Ending Balance$310,422  $68,756  $—  $56,419  —  $435,597  
Allowance for off-balance sheet credit risk from unfunded loan commitments:
Beginning balance$14,040  $12,575  $—  $1,899  $—  $28,514  
Provision for off-balance sheet credit risk542  3,844  —  19  —  4,405  
Ending Balance$14,582  $16,419  $—  $1,918  $—  $32,919  

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Six Months Ended
June 30, 2020
 Commercial Commercial Real Estate Residential Mortgage Personal Nonspecific Allowance Total CommercialCommercial Real EstatePaycheck Protection ProgramLoans to IndividualsNonspecific AllowanceTotal
Allowance for loan losses:            Allowance for loan losses:      
Beginning balance $102,226
 $60,026
 $17,964
 $9,473
 $17,768
 $207,457
Beginning balance$118,187  $51,805  $—  $23,572  $17,195  $210,759  
Transition adjustmentTransition adjustment33,681  (4,620) —  13,943  (17,195) 25,809  
Beginning balance, adjustedBeginning balance, adjusted151,868  47,185  —  37,515  —  236,568  
Provision for loan losses 34,740
 (10,075) (2,660) 3,434
 (13) 25,426
Provision for loan losses188,876  22,336  —  19,117  —  230,329  
Loans charged off (31,728) (118) (192) (4,671) 
 (36,709)Loans charged off(31,102) (887) —  (2,498) —  (34,487) 
Recoveries 1,405
 4,517
 422
 1,914
 
 8,258
Recoveries780  122  —  2,285  —  3,187  
Ending balance $106,643
 $54,350
 $15,534
 $10,150
 $17,755
 $204,432
Ending balance$310,422  $68,756  $—  $56,419  $—  $435,597  
Allowance for off-balance sheet credit losses:  
  
  
  
  
  
Allowance for off-balance sheet credit risk from unfunded loan commitments:Allowance for off-balance sheet credit risk from unfunded loan commitments:
Beginning balance $1,655
 $52
 $52
 $31
 $
 $1,790
Beginning balance$1,434  $107  $—  $44  $—  $1,585  
Transition adjustmentTransition adjustment10,144  11,660  —  1,748  —  23,552  
Beginning balance, adjustedBeginning balance, adjusted11,578  11,767  —  1,792  —  25,137  
Provision for off-balance sheet credit losses (449) 61
 (8) (30) 
 (426)Provision for off-balance sheet credit losses3,004  4,652  —  126  —  7,782  
Ending balance $1,206
 $113
 $44
 $1
 $
 $1,364
Ending balance$14,582  $16,419  $—  $1,918  $—  $32,919  
            
Total provision for credit losses $34,291
 $(10,014) $(2,668) $3,404
 $(13) $25,000



The activityChanges in our reasonable and supportable forecasts of macroeconomic variables, primarily due to the allowance for loan lossesanticipated impact of the on-going COVID-19 pandemic, and other assumptions, required a provision of $54.6 million during the allowance for off-balance sheet credit lossessecond quarter of 2020. All other changes totaled $84.2 million, $14.4 million related to loan commitments and standby letters of credit for the three months ended September 30, 2018 is summarized as follows (in thousands):
  Commercial Commercial Real Estate Residential Mortgage Personal Nonspecific Allowance Total
Allowance for loan losses:            
Beginning balance $113,722
 $58,758
 $18,544
 $8,646
 $15,472
 $215,142
Provision for loan losses (1,285) 1,391
 1
 883
 3,418
 4,408
Loans charged off (9,602) 
 (91) (1,380) 
 (11,073)
Recoveries 1,263
 40
 229
 560
 
 2,092
Ending balance $104,098
 $60,189
 $18,683
 $8,709
 $18,890
 $210,569
Allowance for off-balance sheet credit losses:  
  
  
  
  
  
Beginning balance 2,361
 17
 53
 2
 
 $2,433
Provision for off-balance sheet credit losses (424) 19
 (3) 
 
 (408)
Ending balance $1,937
 $36
 $50
 $2
 $
 $2,025
             
Total provision for credit losses $(1,709) $1,410
 $(2) $883
 $3,418
 $4,000


The activitychanges in the allowance for loan losses and the allowance for off-balance sheet credit lossesimpairment, $55.7 million related to loan commitmentsrisk grading and standby lettersother portfolio changes and net charge-offs of credit for the nine months ended September 30, 2018 is summarized as follows (in thousands):$14.1 million.
  Commercial Commercial Real Estate Residential Mortgage Personal Nonspecific Allowance Total
Allowance for loan losses:            
Beginning balance $124,269
 $56,621
 $18,451
 $9,124
 $22,217
 $230,682
Provision for loan losses 2,720
 248
 (418) 1,486
 (3,327) 709
Loans charged off (24,940) 
 (326) (3,802) 
 (29,068)
Recoveries 2,049
 3,320
 976
 1,901
 
 8,246
Ending balance $104,098
 $60,189
 $18,683
 $8,709
 $18,890
 $210,569
Allowance for off-balance sheet credit losses:  
  
  
  
  
  
Beginning balance $3,644
 $45
 $43
 $2
 $
 $3,734
Provision for off-balance sheet credit losses (1,707) (9) 7
 
 
 (1,709)
Ending balance $1,937
 $36
 $50
 $2
 $
 $2,025
             
Total provision for credit losses $1,013
 $239
 $(411) $1,486
 $(3,327) $(1,000)



The allowance for loan losses and recorded investment of the related loans by portfolio segment for each impairment measurement method at SeptemberJune 30, 20192020 is as follows (in thousands):
  
Collectively Measured
for Impairment
 
Individually Measured
for Impairment
 Total
  Recorded Investment Related Allowance Recorded Investment Related Allowance Recorded Investment 
Related
Allowance
Commercial $14,312,919
 $99,110
 $111,706
 $7,533
 $14,424,625
 $106,643
Commercial real estate 4,602,872
 54,350
 23,185
 
 4,626,057
 54,350
Residential mortgage 2,079,999
 15,534
 37,304
 
 2,117,303
 15,534
Personal 1,117,111
 10,150
 271
 
 1,117,382
 10,150
Total 22,112,901
 179,144
 172,466
 7,533
 22,285,367
 186,677
             
Nonspecific allowance 
 
 
 
 
 17,755
             
Total $22,112,901
 $179,144
 $172,466
 $7,533
 $22,285,367
 $204,432

The allowance for loan losses and recorded investment of the related loans by portfolio segment for each impairment measurement method at December 31, 2018 is as follows (in thousands):
 Collectively Measured
for General Allowances
Individually Measured
for Specific Allowances
Total
 Recorded InvestmentRelated AllowanceRecorded InvestmentRelated AllowanceRecorded InvestmentRelated
Allowance
Commercial$13,956,511  $286,639  $201,999  $23,783  $14,158,510  $310,422  
Commercial real estate4,540,188  68,216  13,956  540  4,554,144  68,756  
Paycheck protection program2,081,428  —  —  —  2,081,428  —  
Loans to individuals3,322,367  56,419  39,441  —  3,361,808  56,419  
Total23,900,494  411,274  255,396  24,323  24,155,890  435,597  
  
Collectively Measured
for Impairment
 
Individually Measured
for Impairment
 Total
  Recorded Investment Related Allowance Recorded Investment Related Allowance Recorded Investment 
Related
Allowance
Commercial $13,536,237
 $93,494
 $99,841
 $8,732
 $13,636,078
 $102,226
Commercial real estate 4,743,192
 60,026
 21,621
 
 4,764,813
 60,026
Residential mortgage 2,188,478
 17,964
 41,555
 
 2,230,033
 17,964
Personal 1,025,576
 9,473
 230
 
 1,025,806
 9,473
Total 21,493,483
 180,957
 163,247
 8,732
 21,656,730
 189,689
             
Nonspecific allowance 
 
 
 
 
 17,768
             
Total $21,493,483
 $180,957
 $163,247
 $8,732
 $21,656,730
 $207,457
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Credit Quality Indicators

The Company utilizes loan class and risk grading as primary credit quality indicators.indicators as it influences the probability of default which is a key attribute in the expected credit losses calculation. Substantially all commercial andas well as commercial real estate loans and certain residential mortgage and consumer loans to individuals are risk graded based on a quarterly evaluation of the borrowers’ ability to repay the loans. Certain commercial loans and most residential mortgage and consumer loans to individuals are small, homogeneous pools that are not risk graded. risk-graded. The credit quality of these loans is based on past due days in accordance with regulatory guidelines.

The allowance for loan losses and recorded investment of the related loans by portfolio segment for risk graded and non-risk graded loans at September 30, 2019 is as follows (in thousands):
  Internally Risk Graded Non-Graded Total
  Recorded Investment Related Allowance Recorded Investment Related Allowance Recorded Investment 
Related
Allowance
Commercial $14,396,278
 $105,714
 $28,347
 $929
 $14,424,625
 $106,643
Commercial real estate 4,626,057
 54,350
 
 
 4,626,057
 54,350
Residential mortgage 283,297
 3,375
 1,834,006
 12,159
 2,117,303
 15,534
Personal 1,032,522
 7,836
 84,860
 2,314
 1,117,382
 10,150
Total 20,338,154
 171,275
 1,947,213
 15,402
 22,285,367
 186,677
             
Nonspecific allowance 
 
 
 
 
 17,755
             
Total $20,338,154
 $171,275
 $1,947,213
 $15,402
 $22,285,367
 $204,432
The allowance for loan losses and recorded investment of the related loans by portfolio segment for risk graded and non-risk graded loans at December 31, 2018 is as follows (in thousands):
  Internally Risk Graded Non-Graded Total
  Recorded Investment Related Allowance Recorded Investment Related Allowance Recorded Investment 
Related
Allowance
Commercial $13,586,654
 $101,303
 $49,424
 $923
 $13,636,078
 $102,226
Commercial real estate 4,764,813
 60,026
 
 
 4,764,813
 60,026
Residential mortgage 505,046
 3,310
 1,724,987
 14,654
 2,230,033
 17,964
Personal 948,890
 6,633
 76,916
 2,840
 1,025,806
 9,473
Total 19,805,403
 171,272
 1,851,327
 18,417
 21,656,730
 189,689
             
Nonspecific allowance 
 
 
 
 
 17,768
             
Total $19,805,403
 $171,272
 $1,851,327
 $18,417
 $21,656,730
 $207,457


Loans are considered to be performing if theyWe have included in the credit quality indicator “pass” loans that are in compliance with the original terms of the agreement and currently exhibit no factors that cause management to have doubts about the borrowers'borrowers’ ability to remain in compliance with the original terms of the agreement, which is consistent with the regulatory guideline of “pass.” Performing loansThis also includeincludes past due residential mortgages that are guaranteed by agencies of the U.S. government that continue to accrue interest based on criteria of the guarantors'guarantors’ programs.

Other loans especially mentioned ("Special Mention") are currently performing in compliance with the original terms of the agreement but may have a potential weakness that deserves management’s close attention, consistent with regulatory guidelines. Non-graded loans 30 to 59 days past due are categorized as Special Mention.

The risk grading process identified certain loans that have a well-defined weakness (e.g.(for example, inadequate debt service coverage or liquidity or marginal capitalization; repayment may depend on collateral or other risk mitigation) that may jeopardize liquidation of the debt and represent a greater risk due to deterioration in the financial condition of the borrower. This is consistent with the regulatory guideline for “substandard.” Because the borrowers are still performing in accordance with the original terms of the loan agreements, these loans were not placed in nonaccruingremain on accruing status. Non-graded loans 60 to 89 days past due are categorized as Accruing Substandard.



Nonaccruing loans represent loans for which full collection of principal and interest is uncertain. This is substantially the same criteria used to determine whether a loan is impaired and includes certain loans considered “substandard” and all loans considered “doubtful” by regulatory guidelines. Non-graded loans 90 or more days past due are categorized as Nonaccrual.

Probability of default is lowest for pass graded loans and increases for each credit quality indicator, Special Mention, and Accruing Substandard.

Vintage represents the year of origination, except for revolving loans which are considered in aggregate. Loans that were once revolving but have converted to term loans without additional underwriting appear in a separate vintage column.

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The following table summarizes the Company’s loan portfolio at SeptemberJune 30, 20192020 by the risk grade categories and vintage (in thousands): 
Origination Year
20202019201820172016PriorRevolving LoansRevolving Loans Converted to Term LoansTotal
Commercial:
Energy
Pass$23,119  $62,250  $94,216  $8,344  $1,427  $2,908  $2,664,680  $—  $2,856,944  
Special Mention—  —  9,720  —  —  —  493,719  —  503,439  
Accruing Substandard—  —  194  —  49  —  450,559  —  450,802  
Nonaccrual—  6,586  15,496  —  —  38,325  102,582  —  162,989  
Total energy23,119  68,836  119,626  8,344  1,476  41,233  3,711,540  —  3,974,174  
Healthcare
Pass212,781  609,757  641,607  489,096  248,094  767,193  245,123  —  3,213,651  
Special Mention—  27,500  —  3,714  —  13,771  3,515  —  48,500  
Accruing Substandard—  3,176  7,746  973  161  11,491  —  —  23,547  
Nonaccrual—  18  183  —  —  2,935  509  —  3,645  
Total healthcare212,781  640,451  649,536  493,783  248,255  795,390  249,147  —  3,289,343  
Services
Pass335,961  475,608  437,812  366,772  400,480  857,564  743,258  673  3,618,128  
Special Mention—  3,919  1,474  170  4,513  3,626  35,203  —  48,905  
Accruing Substandard98  12,077  26,814  12,393  8,123  4,753  27,558  —  91,816  
Nonaccrual—  2,978  —  8,647  1,153  7,529  725  —  21,032  
Total services336,059  494,582  466,100  387,982  414,269  873,472  806,744  673  3,779,881  
General business
Pass256,821  485,956  359,249  256,403  147,056  251,326  1,258,843  2,671  3,018,325  
Special Mention—  10,196  763  11,244  941  4,046  3,404  —  30,594  
Accruing Substandard21  13,906  13,989  2,353  6,216  5,206  10,165   51,860  
Nonaccrual1,675  3,713  5,168  1,938  1,315  140  369  15  14,333  
Total general business258,517  513,771  379,169  271,938  155,528  260,718  1,272,781  2,690  3,115,112  
Total commercial830,476  1,717,640  1,614,431  1,162,047  819,528  1,970,813  6,040,212  3,363  14,158,510  
Commercial real estate:
Pass345,439  1,131,573  1,037,584  536,047  378,852  852,020  234,148  —  4,515,663  
Special Mention—  —  —  12,200  1,622  3,283  100  —  17,205  
Accruing Substandard—  —  —  7,228  —  65  27  —  7,320  
Nonaccrual—  —  —  232  7,477  803  5,444  —  13,956  
Total commercial real estate345,439  1,131,573  1,037,584  555,707  387,951  856,171  239,719  —  4,554,144  
  Internally Risk Graded Non-Graded  
  Performing        
  Pass Other Loans Especially Mentioned Accruing Substandard Nonaccrual Performing Nonaccrual Total
Commercial:              
Energy $3,927,285
 $60,405
 $37,685
 $88,894
 $
 $
 $4,114,269
Services 3,185,367
 38,118
 36,645
 6,119
 
 
 3,266,249
Wholesale/retail 1,829,614
 9,757
 7,742
 1,504
 
 
 1,848,617
Manufacturing 652,804
 24,229
 12,634
 8,741
 
 
 698,408
Healthcare 2,984,306
 25,205
 17,479
 5,978
 
 
 3,032,968
Public finance 744,840
 
 
 
 
 
 744,840
Other commercial and industrial 671,819
 2,053
 16,632
 423
 28,300
 47
 719,274
Total commercial 13,996,035
 159,767
 128,817
 111,659
 28,300
 47
 14,424,625
               
Commercial real estate:  
    
  
  
  
  
Residential construction and land development 135,011
 
 
 350
 
 
 135,361
Retail 765,708
 12,067
 1,262
 20,132
 
 
 799,169
Office 1,007,136
 5,203
 1,081
 855
 
 
 1,014,275
Multifamily 1,316,856
 1,196
 6,501
 286
 
 
 1,324,839
Industrial 872,627
 
 
 909
 
 
 873,536
Other commercial real estate 474,465
 784
 2,975
 653
 
 
 478,877
Total commercial real estate 4,571,803
 19,250
 11,819
 23,185
 
 
 4,626,057
               
Residential mortgage:  
    
  
  
  
  
Permanent mortgage 280,243
 326
 2,191
 537
 763,535
 19,628
 1,066,460
Permanent mortgages guaranteed by U.S. government agencies 
 
 
 
 185,432
 6,332
 191,764
Home equity 
 
 
 
 848,272
 10,807
 859,079
Total residential mortgage 280,243
 326
 2,191
 537
 1,797,239
 36,767
 2,117,303
               
Personal 1,032,381
 46
 33
 63
 84,651
 208
 1,117,382
               
Total $19,880,462
 $179,389
 $142,860
 $135,444
 $1,910,190
 $37,022
 $22,285,367
- 69 -


Origination Year
20202019201820172016PriorRevolving LoansRevolving Loans Converted to Term LoansTotal
Paycheck protection program:
Pass2,081,428  —  —  —  —  —  —  —  2,081,428  
Total paycheck protection program2,081,428  —  —  —  —  —  —  —  2,081,428  
Loans to individuals:
Residential mortgage
Pass226,396  191,344  161,193  187,649  196,218  438,056  349,610  26,679  1,777,145  
Special Mention—  —  2,011  192  12  437  329  —  2,981  
Accruing Substandard—  —  123  —  40   —  51  218  
Nonaccrual—  588  1,614  554  1,142  26,339  2,170  691  33,098  
Total residential mortgage226,396  191,932  164,941  188,395  197,412  464,836  352,109  27,421  1,813,442  
Residential mortgage guaranteed by U.S. government agencies
Pass751  6,794  19,678  24,184  46,676  218,076  —  —  316,159  
Nonaccrual—  —  244  —  —  5,866  —  —  6,110  
Total residential mortgage guaranteed by U.S. government agencies751  6,794  19,922  24,184  46,676  223,942  —  —  322,269  
Personal:
Pass123,394  246,327  83,000  115,562  71,036  99,322  479,958  1,738  1,220,337  
Special Mention—  50  16  28  55  5,087  10  —  5,246  
Accruing Substandard19  229  11   —  —  16  —  281  
Nonaccrual—  22  60  29  47  44  31  —  233  
Total personal123,413  246,628  83,087  115,625  71,138  104,453  480,015  1,738  1,226,097  
Total loans to individuals350,560  445,354  267,950  328,204  315,226  793,231  832,124  29,159  3,361,808  
Total loans$3,607,903  $3,294,567  $2,919,965  $2,045,958  $1,522,705  $3,620,215  $7,112,055  $32,522  $24,155,890  

- 70 -














Nonaccruing Loans

A summary of nonaccruing loans at June 30, 2020 follows (in thousands): 
As of June 30, 2020
 TotalWith No
Allowance
With AllowanceRelated Allowance
Commercial:    
Energy$162,989  $85,171  $77,818  $20,863  
Healthcare3,645  3,645  —  —  
Services21,032  15,503  5,529  2,574  
General business14,333  13,014  1,319  346  
Total commercial201,999  117,333  84,666  23,783  
Commercial real estate13,956  8,511  5,445  540  
Loans to individuals:    
Residential mortgage33,098  33,098  —  —  
Residential mortgage guaranteed by U.S. government agencies6,110  6,110  —  —  
Personal233  233  —  —  
Total loans to individuals39,441  39,441  —  —  
Total$255,396  $165,285  $90,111  $24,323  


Troubled Debt Restructurings

At June 30, 2020 the Company had $166 million in troubled debt restructurings ("TDRs"), of which $118 million were accruing residential mortgage loans guaranteed by U.S. government agencies, $21 million were nonaccruing energy loans with a related specific allowance of $3.7 million and $20 million were nonaccruing residential mortgage loans with 0 specific allowance necessary. Approximately $55 million of TDRs were performing in accordance with the modified terms.

At December 31, 2019, the Company had $132 million in TDRs, of which $92 million were accruing residential mortgage loans guaranteed by U.S. government agencies. Approximately $57 million of TDRs were performing in accordance with the modified terms.

TDRs generally consist of interest rate concessions, payment stream concessions or a combination of concessions to distressed borrowers. During the three and six months ended June 30, 2020, $35 million and $59 million of loans were restructured and $7.7 million and $9.7 million of loans designated as TDRs were charged off. During the three and six months ended June 30, 2019, $21 million and $38 million of loans were restructured and $10 thousand and $12.6 million of loans designated as TDRs were charged off.
- 71 -


Past Due Loans

Past due status for all loan classes is based on the actual number of days since the last payment was due according to the contractual terms of the loans, as modified for short-term payment deferral forbearance.

A summary of loans currently performing and past due as of June 30, 2020 is as follows (in thousands):
  Past Due Past Due 90 Days or More and Accruing
 Current30 to 59
Days
60 to 89 Days90 Days
or More
Total
Commercial:    
Energy$3,893,481  $32,439  $3,889  $44,365  $3,974,174  $—  
Healthcare3,284,305  1,216  177  3,645  3,289,343  —  
Services3,754,841  7,357  4,440  13,243  3,779,881  632  
General business3,087,741  9,235  1,169  16,967  3,115,112  9,833  
Total commercial14,020,368  50,247  9,675  78,220  14,158,510  10,465  
Commercial real estate4,536,541  2,749  5,874  8,980  4,554,144  469  
Paycheck protection program2,081,428  —  —  —  2,081,428  —  
Loans to individuals:    
Residential mortgage1,797,197  7,254  1,360  7,631  1,813,442  42  
Residential mortgage guaranteed by U.S. government agencies60,121  20,494  15,908  225,746  322,269  221,201  
Personal1,225,469  477  58  93  1,226,097  16  
Total loans to individuals3,082,787  28,225  17,326  233,470  3,361,808  221,259  
Total$23,721,124  $81,221  $32,875  $320,670  $24,155,890  $232,193  

Following is disclosure of loans and the combined allowance for loan losses and accrual for off-balance sheet credit losses under the previous incurred loss model.

Portfolio segments of the loan portfolio are as follows (in thousands):
 December 31, 2019
Fixed
Rate
Variable
Rate
Non-accrualTotal
Commercial$3,231,485  $10,684,749  $115,416  $14,031,650  
Commercial real estate1,056,321  3,349,836  27,626  4,433,783  
Residential mortgage1,652,653  393,897  37,622  2,084,172  
Personal193,903  1,007,192  287  1,201,382  
Total$6,134,362  $15,435,674  $180,951  $21,750,987  
Accruing loans past due (90 days)1
   $7,680  
1Excludes residential mortgage loans guaranteed by agencies of the U.S. government


- 72 -


The activity in the allowance for loan losses and the allowance for off-balance sheet credit losses related to loan commitments and standby letters of credit is summarized as follows (in thousands):
Three Months Ended
June 30, 2019
 CommercialCommercial Real EstateResidential MortgagePersonalNonspecific AllowanceTotal
Allowance for loan losses:      
Beginning balance$103,577  $58,134  $15,668  $8,783  $19,178  $205,340  
Provision for loan losses13,771  (8,173)  1,660  (2,341) 4,918  
Loans charged off(11,385) (118) (94) (1,630) —  (13,227) 
Recoveries434  4,345  149  575  —  5,503  
Ending balance$106,397  $54,188  $15,724  $9,388  $16,837  $202,534  
Allowance for off-balance sheet credit losses:      
Beginning balance1,725  48  47   —  $1,821  
Provision for off-balance sheet credit losses17  68  (3) —  —  82  
Ending balance$1,742  $116  $44  $ $—  $1,903  
Total provision for credit losses$13,788  $(8,105) $(2) $1,660  $(2,341) $5,000  

Six Months Ended
June 30, 2019
 CommercialCommercial Real EstateResidential MortgagePersonalNonspecific AllowanceTotal
Allowance for loan losses:      
Beginning balance$102,226  $60,026  $17,964  $9,473  $17,768  $207,457  
Provision for loan losses24,879  (10,177) (2,407) 1,523  (931) 12,887  
Loans charged off(21,853) (118) (136) (2,895) —  (25,002) 
Recoveries1,145  4,457  303  1,287  —  7,192  
Ending balance$106,397  $54,188  $15,724  $9,388  $16,837  $202,534  
Allowance for off-balance sheet credit losses:      
Beginning balance$1,655  $52  $52  $31  $—  $1,790  
Provision for off-balance sheet credit losses87  64  (8) (30) —  113  
Ending balance$1,742  $116  $44  $ $—  $1,903  
Total provision for credit losses$24,966  $(10,113) $(2,415) $1,493  $(931) $13,000  
- 73 -


The allowance for loan losses and recorded investment of the related loans by portfolio segment for each impairment measurement method at December 31, 2019 is as follows (in thousands):
 Collectively Measured
for Impairment
Individually Measured
for Impairment
Total
 Recorded InvestmentRelated AllowanceRecorded InvestmentRelated AllowanceRecorded InvestmentRelated
Allowance
Commercial$13,916,234  $100,773  $115,416  $17,414  $14,031,650  $118,187  
Commercial real estate4,406,157  51,805  27,626  —  4,433,783  51,805  
Residential mortgage2,046,550  14,400  37,622  —  2,084,172  14,400  
Personal1,201,095  9,172  287  —  1,201,382  9,172  
Total21,570,036  176,150  180,951  17,414  21,750,987  193,564  
Nonspecific allowance—  —  —  —  —  17,195  
Total$21,570,036  $176,150  $180,951  $17,414  $21,750,987  $210,759  

The allowance for loan losses and recorded investment of the related loans by portfolio segment for risk graded and non-risk graded loans at December 31, 2019 is as follows (in thousands):
 Internally Risk GradedNon-GradedTotal
 Recorded InvestmentRelated AllowanceRecorded InvestmentRelated AllowanceRecorded InvestmentRelated
Allowance
Commercial$13,997,538  $117,236  $34,112  $951  $14,031,650  $118,187  
Commercial real estate4,433,783  51,805  —  —  4,433,783  51,805  
Residential mortgage279,113  3,085  1,805,059  11,315  2,084,172  14,400  
Personal1,116,297  7,003  85,085  2,169  1,201,382  9,172  
Total19,826,731  179,129  1,924,256  14,435  21,750,987  193,564  
Nonspecific allowance—  —  —  —  —  17,195  
Total$19,826,731  $179,129  $1,924,256  $14,435  $21,750,987  $210,759  

- 74 -


The following table summarizes the Company’s loan portfolio at December 31, 20182019 by the risk grade categories (in thousands): 
 Internally Risk GradedNon-Graded 
Performing
 PassOther Loans Especially MentionedAccruing SubstandardNonaccrualPerformingNonaccrualTotal
Commercial:      
Energy$3,700,406  $117,298  $63,951  $91,722  $—  $—  $3,973,377  
Services3,050,946  29,943  33,791  7,483  —  —  3,122,163  
Wholesale/retail1,749,023  5,281  5,399  1,163  —  —  1,760,866  
Manufacturing623,219  18,214  13,883  10,133  —  —  665,449  
Healthcare2,995,514  13,117  20,805  4,480  —  —  3,033,916  
Public finance709,868  —  —  —  —  —  709,868  
Other commercial and industrial709,729  4,028  17,744  398  34,075  37  766,011  
Total commercial13,538,705  187,881  155,573  115,379  34,075  37  14,031,650  
Commercial real estate:      
Residential construction and land development150,529  —  —  350  —  —  150,879  
Retail743,343  12,067  1,243  18,868  —  —  775,521  
Office923,202  5,177  —  —  —  —  928,379  
Multifamily1,257,005  1,604  95  6,858  —  —  1,265,562  
Industrial852,539  1,658  1,011  909  —  —  856,117  
Other commercial real estate455,045  1,639  —  641  —  —  457,325  
Total commercial real estate4,381,663  22,145  2,349  27,626  —  —  4,433,783  
Residential mortgage:      
Permanent mortgage276,138  78  2,404  493  758,260  19,948  1,057,321  
Permanent mortgage guaranteed by U.S. government agencies—  —  —  —  191,694  6,100  197,794  
Home equity—  —  —  —  817,976  11,081  829,057  
Total residential mortgage276,138  78  2,404  493  1,767,930  37,129  2,084,172  
Personal1,116,196  45  —  56  84,853  232  1,201,382  
Total$19,312,702  $210,149  $160,326  $143,554  $1,886,858  $37,398  $21,750,987  
  Internally Risk Graded Non-Graded  
  Performing        
  Pass Other Loans Especially Mentioned Accruing Substandard Nonaccrual Performing Nonaccrual Total
Commercial:              
Energy $3,414,039
 $42,176
 $86,624
 $47,494
 $
 $
 $3,590,333
Services 3,167,203
 49,761
 32,661
 8,567
 
 
 3,258,192
Wholesale/retail 1,593,902
 18,809
 7,131
 1,316
 
 
 1,621,158
Manufacturing 668,438
 30,934
 22,230
 8,919
 
 
 730,521
Healthcare 2,730,121
 14,920
 37,698
 16,538
 
 
 2,799,277
Public finance 804,550
 
 
 
 
 
 804,550
Other commercial and industrial 756,815
 1,266
 7,588
 16,954
 49,371
 53
 832,047
Total commercial 13,135,068
 157,866
 193,932
 99,788
 49,371
 53
 13,636,078
               
Commercial real estate:  
    
  
  
  
  
Residential construction and land development 148,234
 
 
 350
 
 
 148,584
Retail 885,588
 11,926
 1,289
 20,279
 
 
 919,082
Office 1,059,334
 10,532
 3,054
 
 
 
 1,072,920
Multifamily 1,287,471
 281
 12
 301
 
 
 1,288,065
Industrial 776,898
 
 1,208
 
 
 
 778,106
Other commercial real estate 555,301
 1,188
 876
 691
 
 
 558,056
Total commercial real estate 4,712,826
 23,927
 6,439
 21,621
 
 
 4,764,813
               
Residential mortgage:  
    
  
  
  
  
Permanent mortgage 269,678
 52
 9,730
 1,991
 819,199
 21,960
 1,122,610
Permanent mortgages guaranteed by U.S. government agencies 
 
 
 
 183,734
 7,132
 190,866
Home equity 223,298
 
 296
 
 682,491
 10,472
 916,557
Total residential mortgage 492,976
 52
 10,026
 1,991
 1,685,424
 39,564
 2,230,033
               
Personal 944,256
 115
 4,443
 76
 76,762
 154
 1,025,806
               
Total $19,285,126
 $181,960
 $214,840
 $123,476
 $1,811,557
 $39,771
 $21,656,730

- 75 -






Impaired Loans

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

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

A summary of impaired loans at September 30,December 31, 2019 follows (in thousands):
As of For the For the
September 30, 2019 Three Months Ended Nine Months Ended
  Recorded Investment   September 30, 2019 September 30, 2019  Recorded Investment
Unpaid
Principal
Balance
 Total With No
Allowance
 With Allowance Related Allowance Average Recorded
Investment
 Interest Income Recognized Average Recorded
Investment
 Interest Income Recognized Unpaid
Principal
Balance
TotalWith No
Allowance
With AllowanceRelated Allowance
Commercial:                 Commercial:     
Energy$139,897
 $88,894
 $62,981
 $25,913
 $7,176
 $80,263
 $
 $67,705
 $
Energy$149,441  $91,722  $44,244  $47,478  $16,854  
Services9,390
 6,119
 6,093
 26
 26
 8,103
 
 5,172
 
Services10,923  7,483  6,301  1,182  240  
Wholesale/retail1,718
 1,504
 1,243
 261
 101
 1,447
 
 1,087
 
Wholesale/retail1,980  1,163  902  261  101  
Manufacturing1
9,153
 8,741
 8,511
 230
 230
 8,677
 
 8,448
 
ManufacturingManufacturing10,848  10,133  9,914  219  219  
Healthcare17,786
 5,978
 5,978
 
 
 11,063
 
 8,547
 
Healthcare13,774  4,480  4,480  —  —  
Public finance
 
 
 
 
 
 
 
 
Public finance—  —  —  —  —  
Other commercial and industrial8,261
 470
 470
 
 
 7,998
 
 8,585
 
Other commercial and industrial8,227  435  435  —  —  
Total commercial186,205
 111,706
 85,276
 26,430
 7,533
 117,551
 
 99,544
 
Total commercial195,193  115,416  66,276  49,140  17,414  
                 
Commercial real estate: 
  
  
  
  
  
  
  
  
Commercial real estate:     
Residential construction and land development1,306
 350
 350
 
 
 350
 
 350
 
Residential construction and land development1,306  350  350  —  —  
Retail20,516
 20,132
 20,132
 
 
 20,094
 
 20,206
 
Retail20,265  18,868  18,868  —  —  
Office855
 855
 855
 
 
 855
 
 427
 
Office—  —  —  —  —  
Multifamily286
 286
 286
 
 
 281
 
 294
 
Multifamily6,858  6,858  6,858  —  —  
Industrial909
 909
 909
 
 
 454
 
 454
 
Industrial909  909  909  —  —  
Other commercial real estate813
 653
 653
 
 
 393
 
 672
 
Other commercial real estate801  641  641  —  —  
Total commercial real estate24,685
 23,185
 23,185
 
 
 22,427
 
 22,403
 
Total commercial real estate30,139  27,626  27,626  —  —  
                 
Residential mortgage: 
  
  
  
  
  
  
  
  
Residential mortgage:     
Permanent mortgage24,639
 20,165
 20,165
 
 
 20,984
 280
 22,058
 894
Permanent mortgage24,868  20,441  20,441  —  —  
Permanent mortgage guaranteed by U.S. government agencies2
197,847
 191,764
 191,764
 
 
 196,310
 2,020
 194,751
 5,863
Permanent mortgage guaranteed by U.S. government agencies1
Permanent mortgage guaranteed by U.S. government agencies1
204,187  197,794  197,794  —  —  
Home equity12,621
 10,807
 10,807
 
 
 10,369
 
 10,639
 
Home equity12,967  11,081  11,081  —  —  
Total residential mortgage235,107
 222,736
 222,736
 
 
 227,663
 2,300
 227,448
 6,757
Total residential mortgage242,022  229,316  229,316  —  —  
                 
Personal338
 271
 271
 
 
 254
 
 251
 
Personal360  287  287  —  —  
                 
Total$446,335
 $357,898
 $331,468
 $26,430
 $7,533
 $367,895
 $2,300
 $349,646
 $6,757
Total$467,714  $372,645  $323,505  $49,140  $17,414  
1
Impaired manufacturing sector loans included $4.7 million of loans from an affiliated entity, with no allowance as the fair value of the collateral exceeded the outstanding principal balance at September 30, 2019.
12 All permanent mortgage loans guaranteed by U.S. government agencies are considered impaired as we do not expect full collection of contractual principal and interest. At September 30,December 31, 2019, the majority were accruing based on the guarantee by U.S. government agencies.




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

A summary of impaired loans at December 31, 2018 follows (in thousands): 
- 76 -

    Recorded Investment
  
Unpaid
Principal
Balance
 Total 
With No
Allowance
 With Allowance Related Allowance
Commercial:          
Energy $79,675
 $47,494
 $18,639
 $28,855
 $5,362
Services 13,437
 8,567
 8,489
 78
 74
Wholesale/retail 1,722
 1,316
 1,015
 301
 101
Manufacturing 10,055
 8,919
 8,673
 246
 246
Healthcare 24,319
 16,538
 10,563
 5,975
 2,949
Public finance 
 
 
 
 
Other commercial and industrial 26,955
 17,007
 17,007
 
 
Total commercial 156,163
 99,841
 64,386
 35,455
 8,732
           
Commercial real estate:  
  
  
  
  
Residential construction and land development 1,306
 350
 350
 
 
Retail 27,680
 20,279
 20,279
 
 
Office 
 
 
 
 
Multifamily 301
 301
 301
 
 
Industrial 
 
 
 
 
Other commercial real estate 851
 691
 691
 
 
Total commercial real estate 30,138
 21,621
 21,621
 
 
           
Residential mortgage:  
  
  
  
  
Permanent mortgage 28,716
 23,951
 23,951
 
 
Permanent mortgage guaranteed by U.S. government agencies1
 196,296
 190,866
 190,866
 
 
Home equity 12,196
 10,472
 10,472
 
 
Total residential mortgage 237,208
 225,289
 225,289
 
 
           
Personal 278
 230
 230
 
 
           
Total $423,787
 $346,981
 $311,526
 $35,455
 $8,732
1

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





Troubled Debt Restructurings

At September 30, 2019 the Company had $145 million in troubled debt restructurings (TDRs), of which $93 million were accruing residential mortgage loans guaranteed by U.S. government agencies. Approximately $70 million of TDRs were performing in accordance with the modified terms.

At December 31, 2018, the Company had $166 million in TDRs, of which $86 million were accruing residential mortgage loans guaranteed by U.S. government agencies. Approximately $71 million of TDRs were performing in accordance with the modified terms.

TDRs generally consist of interest rate concessions, payment stream concessions or a combination of concessions to distressed borrowers. During the three and nine months ended September 30, 2019, $6.2 million and $40 million of loans were restructured. During the three and nine months ended September 30, 2018, $31 million and $76 million of loans were restructured.






Nonaccrual & Past Due Loans

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

A summary of loans currently performing, loans past due and accruing and nonaccrual loans as of September 30, 2019 is as follows (in thousands):
    Past Due    
  Current 
30 to 59
Days
 60 to 89 Days 
90 Days
or More
 Nonaccrual Total
Commercial:            
Energy $4,025,375
 $
 $
 $
 $88,894
 $4,114,269
Services 3,249,994
 7,305
 2,096
 735
 6,119
 3,266,249
Wholesale/retail 1,844,203
 2,910
 
 
 1,504
 1,848,617
Manufacturing 687,358
 2,309
 
 
 8,741
 698,408
Healthcare 3,026,838
 94
 2
 56
 5,978
 3,032,968
Public finance 744,840
 
 
 
 
 744,840
Other commercial and industrial 718,419
 337
 48
 
 470
 719,274
Total commercial 14,297,027
 12,955
 2,146
 791
 111,706
 14,424,625
             
Commercial real estate:  
  
    
  
  
Residential construction and land development 134,947
 
 
 64
 350
 135,361
Retail 779,037
 
 
 
 20,132
 799,169
Office 1,013,420
 
 
 
 855
 1,014,275
Multifamily 1,318,148
 6,405
 
 
 286
 1,324,839
Industrial 872,627
 
 
 
 909
 873,536
Other commercial real estate 477,126
 335
 106
 657
 653
 478,877
Total commercial real estate 4,595,305
 6,740
 106
 721
 23,185
 4,626,057
             
Residential mortgage:  
  
    
  
  
Permanent mortgage 1,036,793
 6,097
 3,405
 
 20,165
 1,066,460
Permanent mortgages guaranteed by U.S. government agencies 47,207
 23,412
 21,676
 93,137
 6,332
 191,764
Home equity 845,616
 2,282
 374
 
 10,807
 859,079
Total residential mortgage 1,929,616
 31,791
 25,455
 93,137
 37,304
 2,117,303
             
Personal 1,116,888
 100
 94
 29
 271
 1,117,382
             
Total $21,938,836
 $51,586
 $27,801
 $94,678
 $172,466
 $22,285,367



A summary of loans currently performing, loans past due and accruing and nonaccrual loans as of December 31, 20182019 is as follows (in thousands):
  Past Due 
 Current30 to 59
Days
60 to 89 Days90 Days
or More
NonaccrualTotal
Commercial:    
Energy$3,881,244  $401  $10  $—  91,722  $3,973,377  
Services3,105,621  1,737  523  6,799  7,483  3,122,163  
Wholesale1,758,878  712  113  —  1,163  1,760,866  
Manufacturing654,329  410  190  387  10,133  665,449  
Healthcare3,027,329  2,039  —  68  4,480  3,033,916  
Public finance707,638  2,230  —  —  —  709,868  
Other commercial and industrial764,390  414  772  —  435  766,011  
Total commercial13,899,429  7,943  1,608  7,254  115,416  14,031,650  
Commercial real estate:
Residential construction and land development147,379  3,093  —  57  350  150,879  
Retail756,653  —  —  —  18,868  775,521  
Office928,379  —  —  —  —  928,379  
Multifamily1,258,704  —  —  —  6,858  1,265,562  
Industrial855,208  —  —  —  909  856,117  
Other commercial real estate454,253  1,827  250  354  641  457,325  
Total commercial real estate4,400,576  4,920  250  411  27,626  4,433,783  
Residential Mortgage:
Permanent mortgage1,034,716  2,011  153  —  20,441  1,057,321  
Permanent mortgage guaranteed by U.S. government agencies46,898  24,203  18,187  102,406  6,100  197,794  
Home equity814,325  3,343  308  —  11,081  829,057  
Total residential mortgage1,895,939  29,557  18,648  102,406  37,622  2,084,172  
Personal1,196,362  4,664  54  15  287  1,201,382  
Total$21,392,306  $47,084  $20,560  $110,086  $180,951  $21,750,987  

    Past Due    
  Current 
30 to 59
Days
 60 to 89 Days 
90 Days
or More
 Nonaccrual Total
Commercial:            
Energy $3,542,839
 $
 $
 $
 $47,494
 $3,590,333
Services 3,237,578
 6,009
 6,038
 
 8,567
 3,258,192
Wholesale/retail 1,619,290
 515
 37
 
 1,316
 1,621,158
Manufacturing 721,204
 392
 6
 
 8,919
 730,521
Healthcare 2,781,944
 241
 
 554
 16,538
 2,799,277
Public finance 804,550
 
 
 
 
 804,550
Other commercial and industrial 814,489
 518
 25
 8
 17,007
 832,047
Total commercial 13,521,894
 7,675
 6,106
 562
 99,841
 13,636,078
             
Commercial real estate:  
  
    
  
  
Residential construction and land development 147,705
 249
 280
 
 350
 148,584
Retail 884,424
 14,379
 
 
 20,279
 919,082
Office 1,072,920
 
 
 
 
 1,072,920
Multifamily 1,287,483
 281
 
 
 301
 1,288,065
Industrial 776,898
 1,208
 
 
 
 778,106
Other commercial real estate 556,239
 412
 
 714
 691
 558,056
Total commercial real estate 4,725,669
 16,529
 280
 714
 21,621
 4,764,813
             
Residential mortgage:  
  
    
  
  
Permanent mortgage 1,095,097
 3,196
 366
 
 23,951
 1,122,610
Permanent mortgages guaranteed by U.S. government agencies 37,459
 24,369
 16,345
 105,561
 7,132
 190,866
Home equity 904,572
 1,102
 352
 59
 10,472
 916,557
Total residential mortgage 2,037,128
 28,667
 17,063
 105,620
 41,555
 2,230,033
             
Personal 1,024,298
 479
 796
 3
 230
 1,025,806
             
Total $21,308,989
 $53,350
 $24,245
 $106,899
 $163,247
 $21,656,730


- 77 -






(5) Leasing

Effective January 1, 2019, premises and equipment included right-of-use assets for leased office space and facilities. Leases are at market rates at inception and may contain escalations based on consumer price index or similar benchmarks and options to renew at then market rates. Renewal options, variable lease payments and residual value guarantees are included in the measurement of right-of-use assets when certain conditions are met. Lease component cash flows are discounted at the applicable FHLB advance rate.

At September 30, 2019, right-of-use assets were $180 million, the weighted-average remaining lease term was 11.0 years and the weighted average discount rate on operating leases was 3.2 percent. Operating lease costs recognized as occupancy and equipment expense were $7.1 million and $19.3 million for the three and nine months ended September 30, 2019. Operating cash flows from operating leases were $5.9 million and $17.3 million for the three and nine months ended September 30, 2019.

At September 30, 2019, un-discounted operating lease liabilities are scheduled to mature as follows: $7.0 million in 2019, $29.6 million in 2020, $27.4 million in 2021, $20.3 million in 2022, $18.6 million in 2023 and $136.3 million thereafter. Operating expense and short term lease costs total $3.3 million and $10.9 million for the three and nine months ended September 30, 2019.

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

(6) Mortgage Banking Activities


Residential Mortgage Loan Production

The Company originates, markets and services conventional and government-sponsored residential mortgage loans. Generally, conforming fixed rate residential mortgage loans are held for sale in the secondary market and non-conforming and adjustable-rate residential mortgage loans are retained for investment. Residential mortgage loans originated for sale by the Company are carried at fair value based on sales commitments and market quotes. Changes in the fair value of mortgage loans held for sale are included in Other operating revenue – Mortgage banking revenue. Residential mortgage loans held for sale also includes the fair value of residential mortgage loan commitments and forward sales commitments, which are considered derivative contracts that have not been designated as hedging instruments for accounting purposes. The volume of mortgage loans originated for sale and secondary market prices are the primary drivers of originating and marketing revenue.

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

The unpaid principal balance of residential mortgage loans held for sale, notional amounts of derivative contracts related to residential mortgage loan commitments and forward contract sales and their related fair values included in Mortgage loans held for sale on the Consolidated Balance Sheets were (in thousands):
 June 30, 2020December 31, 2019
 Unpaid Principal Balance/
Notional
Fair ValueUnpaid Principal Balance/
Notional
Fair Value
Residential mortgage loans held for sale$285,274  $296,445  $175,117  $177,703  
Residential mortgage loan commitments546,304  27,631  158,460  5,233  
Forward sales contracts825,775  (4,719) 315,203  (665) 
  $319,357   $182,271  
  September 30, 2019 December 31, 2018
  
Unpaid Principal Balance/
Notional
 Fair Value 
Unpaid Principal Balance/
Notional
 Fair Value
Residential mortgage loans held for sale $269,610
 $272,489
 $145,057
 $146,971
Residential mortgage loan commitments 379,377
 10,111
 160,848
 5,378
Forward sales contracts 649,161
 (113) 274,000
 (3,128)
   
 $282,487
  
 $149,221


No residential mortgage loans held for sale were 90 days or more past due or considered impaired as of SeptemberJune 30, 20192020 or December 31, 2018.2019. No credit losses were recognized on residential mortgage loans held for sale for the ninesix month period ended SeptemberJune 30, 20192020 and 2018.2019.



Mortgage banking revenue was as follows (in thousands):
 Three Months Ended June 30,Six Months Ended June 30,
 2020201920202019
Production revenue:  
Net realized gains on sale of mortgage loans$24,109  $10,174  $33,826  $15,867  
Net change in unrealized gain on mortgage loans held for sale5,024  921  8,585  868  
Net change in the fair value of mortgage loan commitments3,381  1,506  22,398  4,219  
Net change in the fair value of forward sales contracts6,671  (732) (4,054) (1,217) 
Total production revenue39,185  11,869  60,755  19,737  
Servicing revenue14,751  16,262  30,348  32,228  
Total mortgage banking revenue$53,936  $28,131  $91,103  $51,965  
  Three Months Ended
September 30,
 Nine Months Ended September 30,
  2019 2018 2019 2018
Production revenue:        
Net realized gains on sale of mortgage loans $8,971
 $9,063
 $24,838
 $28,699
Net change in unrealized gain on mortgage loans held for sale 97
 (2,135) 965
 (2,457)
Net change in the fair value of mortgage loan commitments 514
 (2,446) 4,733
 (1,496)
Net change in the fair value of forward sales contracts 4,232
 2,768
 3,015
 1,871
Total production revenue 13,814
 7,250
 33,551
 26,617
Servicing revenue 16,366
 16,286
 48,594
 49,290
Total mortgage banking revenue $30,180
 $23,536
 $82,145
 $75,907


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

- 78 -


Residential Mortgage Servicing

Mortgage servicing rights may be originated or purchased. Both originated and purchased mortgage servicing rights are initially recognized at fair value. The Company has elected to carry all mortgage servicing rights at fair value. Changes in the fair value are recognized in earnings as they occur. The unpaid principal balance of loans serviced for others is the primary driver of servicing revenue.

The following represents a summary of mortgage servicing rights (dollars in thousands):
 June 30, 2020December 31, 2019
Number of residential mortgage loans serviced for others116,232  126,828  
Outstanding principal balance of residential mortgage loans serviced for others$18,038,428  $20,727,106  
Weighted average interest rate3.96 %3.98 %
Remaining term (in months)283289
  September 30, 2019 December 31, 2018
Number of residential mortgage loans serviced for others 128,463
 132,463
Outstanding principal balance of residential mortgage loans serviced for others $21,046,136
 $21,658,335
Weighted average interest rate 3.99% 3.99%
Remaining term (in months) 290
 293


The following represents activity in capitalized mortgage servicing rights (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Beginning Balance$110,828  $238,193  $201,886  $259,254  
Additions8,465  8,751  13,906  14,939  
Disposals(10,801) —  (10,801) —  
Change in fair value due to principal payments(9,760) (9,081) (17,779) (15,664) 
Change in fair value due to market assumption changes(761) (29,555) (89,241) (50,221) 
Ending Balance$97,971  $208,308  $97,971  $208,308  
  Three Months Ended
September 30,
 Nine Months Ended September 30,
  2019 2018 2019 2018
Beginning Balance $208,308
 $278,719
 $259,254
 $252,867
Additions, net 9,882
 8,968
 24,821
 28,688
Change in fair value due to principal payments (11,936) (8,986) (27,600) (25,783)
Change in fair value due to market assumption changes (12,593) 5,972
 (62,814) 28,901
Ending Balance $193,661
 $284,673
 $193,661
 $284,673

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



Mortgage servicing rights are not traded in active markets. Fair value is determined by discounting the projected net cash flows. Significant market assumptions used to determine fair value based on significant unobservable inputs were as follows:
 June 30, 2020December 31, 2019
Discount rate – risk-free rate plus a market premium9.67%9.81%
Prepayment rate - based upon loan interest rate, original term and loan type9.04% - 30.87%8.28% - 16.05%
Loan servicing costs – annually per loan based upon loan type:
Performing loans$69 - $94$68 - $94
Delinquent loans$150 - $500$150 - $500
Loans in foreclosure$1,000 - $4,000$1,000 - $4,000
Escrow earnings rate – indexed to rates paid on deposit accounts with comparable average life0.33%1.73%
Primary/secondary mortgage rate spread105 bps104 bps
Delinquency rate4.51%2.73%
  September 30, 2019 December 31, 2018
Discount rate – risk-free rate plus a market premium 9.82% 9.90%
Prepayment rate - based upon loan interest rate, original term and loan type 8.31% - 17.22% 8.05% - 15.74%
Loan servicing costs – annually per loan based upon loan type:    
Performing loans $68 - $94 $67 - $93
Delinquent loans $150 - $500 $150 - $500
Loans in foreclosure $1,000 - $4,000 $1,000 - $4,000
Escrow earnings rate – indexed to rates paid on deposit accounts with comparable average life 1.51% 2.57%
Primary/secondary mortgage rate spread 102 bps 105 bps


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



- 79 -


(7)(6) Commitments and Contingent Liabilities

Litigation Contingencies

On June 24, 2015, BOKF, NA received a complaint alleging that an employee had colluded with a bond issuer and an individual in misusing revenues pledged to municipal bonds for which BOKF, NA served as trustee under the bond indenture. The Company conducted an investigation and concluded that employees in one of its Corporate Trust offices had, with respect to a single group of affiliated bond issuances, violated Company policies and procedures by waiving financial covenants, granting forbearances and accepting without disclosure to the bondholders, debt service payments from sources other than pledged revenues. The relationship manager was terminated. The Company reported the circumstances to, and cooperated with an investigation by, the Securities and Exchange Commission ("SEC").

On December 28, 2015, in an action brought by the SEC, the United States District Court for the District of New Jersey entered a judgment against the principals involved in issuing the bonds, precluding the principals from denying the alleged violations of the federal securities laws and requiring the principals to pay all outstanding principal, accrued interest, and other amounts required under the bond documents, less the value of the facilities securing repayment of the bonds),bonds, subject to oversight by a court appointed monitor (“Payment Plan”).

On September 7, 2016, BOKF, NA agreed, and the SEC entered, a consent orderConsent Order finding that BOKF, NA had violated Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act and requiring BOKF, NA to disgorge
$1,067,721 of fees and pay a civil penalty of $600,000. BOKF, NA disgorged the fees and paid the penalty.

On August 26, 2016, BOKF, NA was sued in the United States District Court for New Jersey by 2 bondholders in a putative class action on behalf of all holders of the bonds alleging BOKF, NA participated in the fraudulent sale of securities by the principals. The New Jersey Federal District Action has been stayed until December 17, 2019.September 25, 2020. On September 14, 2016, BOKF, NA was sued in the District Court of Tulsa County, Oklahoma by 19 bondholders alleging BOKF, NA participated in the fraudulent sale of securities by the principals. The Tulsa County District Court Action is pending on BOKF, NA’s motion to dismiss. Four separate small groups of bondholders filed arbitration complaints withdismiss the Financial Institutions Regulatory Association respecting the bonds and other bonds for which BOKF, NA served as indenture trustee. BOKF, NA challenged the FINRA proceedings in the United States District Court of Nevada. On appeal, the United States Court of Appeals for the Ninth Circuit held BOKF, NA was not subject to FINRA jurisdiction. The four FINRA complaints were then dismissed.plaintiff's Second Amended Petition.

On July 9, 2019,January 8, 2020, the New Jersey Federal District Court upon motion of the SEC, terminated the Payment Plan except with respect to facilities then under contract to be sold. The SEC has announced its intention to seekentered judgment against the principal individual and his wife for $36,805,051 in principal amount and $10,937,831 in pre-judgment interest. On January 19, 2020, the amount remaining onNew Jersey Federal District Court formally terminated the bonds. As a result, managementPayment Plan. Management is no longer able to conclude that the individual principal and his wife will be successful in paying the obligations he hasthey have to pay the bonds in full.full but such obligations remain and are not dischargeable in bankruptcy. If the individual principal and his wife do not have the financial ability to pay the bonds in full, a bondholder loss could become probable. Management has been advised by counsel that BOKF, NA has valid defenses to claims of bondholders and that no loss to the company is probable. No provision for losses has been made at this time. BOKF, NA estimates that, upon sale of all facilitiescollateral securing payment of the bonds, including those currently under contract and those not currently under contract, approximately $20 million will remain outstanding. BOKF, NA is unable at this time to assess whether the individual principal and his wife will have the financial capacity to pay in full the balance due on the bonds. If the individual principal and his wife do not have the financial ability to pay the bonds in full, a bondholder loss could become probable. Under all circumstances, the obligation of the principals to repay the bonds continues as an obligation not dischargeable in bankruptcy. A reasonable estimate cannot be made of the amount of any bondholder loss, though the amount of bondholder loss could be material to the company in the event a loss to the company becomes probable.
On March 5, 2018, BOKF, NA was sued in the Fulton, Georgia County District Court by the administratrixa Wrongful Death Judgment Creditor of a deceased resident who had sued for and obtained a judgment for wrongful death against one of the operators of a nursing home financed by one of the bonds which are the subject of the litigation discussed above. The judgment is alleged to total approximately $8 million in principal and interest at this time. Plaintiff alleges that BOKF, in its capacity as indenture trustee for the bonds,Trustee, colluded with the borrower and others to defraud creditors of the nursing home by misleading the public about the solvency of the nursing home. Plaintiff alleges that this conduct has prevented her from collecting on her judgment. On April 19, 2019, the Court granted BOKF, NA's Motion to Dismiss. On May 3, 2019, the plaintiff filed a Motion for Reconsideration which is pending. BOKF, NA is advised by counsel that BOKF, NA has valid defenses to the plaintiffs’ claims and no loss is probable.



On March 14, 2017, BOKF, NA was sued in the United States District Court for the Northern District of Oklahoma by bondholders in a second putative class action representing a different set of municipal securities. The bondholders in this second action allege 2 individuals purchased facilities from the principals who are the subject of the SEC New Jersey proceedings by means of the fraudulent sale of $60 million of municipal securities for which BOKF, NA also served as indenture trustee. The bondholders allege BOKF, NA failed to disclose that the seller of the purchased facilities had engaged in the conduct complained of in the New Jersey action. BOKF, NA properly performed all duties as indenture trustee of this second set of municipal securities, timely commenced proceedings against the issuer of the securities when default occurred, is cooperating with the SEC in actions against the 2 principals, is not a target of the SEC proceedings, and has been advised by counsel that BOKF, NA has valid defenses to the claims of these bondholders. Management is advised by counsel that a loss is not probable and that the loss, if any, cannot be reasonably estimated.
- 80 -


On March 7, 2017, a plaintiff filed a putative class action in the United States District Court for the Northern District of Texas alleging an extended overdraft fee charged by BOKF, NA is interest and exceeds permitted rates. On September 18, 2018, the District Court dismissed the Texas action and the plaintiff appealed the dismissal to the United States Court of Appeals for the Fifth Circuit which heard argument on October 8, 2019. On August 22, 2018, a plaintiff filed a second putative class action in the United States District Court for New Mexico making the same allegations as the Texas action. The District Court dismissed the plaintiff's action. The plaintiff has appealed to the United States Court of Appeals for the Tenth Circuit. Management is advised by counsel that a loss is not probable in either the now dismissed Texas action or the New Mexico action and that the loss, if any, cannot be reasonably estimated.

On July 6, 2018,March 7, 2020, 3 former employees sued BOKF, NA, the Plan Committee of the BOKF, NA 401k Plan, and Cavanal Hill Investment Management, Inc., a plaintiff served a petitionsubsidiary of BOKF, NA, alleging that the Defendants included proprietary investment products as investment options in the BOKF, NA 401k Plan, whose fees were too high and performance too low, for the purpose of earning fees. The action is brought as a putative class action in the Oklahoma District Court for Tulsa County Oklahoma alleging BOKF NA breached its Demand Deposit Agreements by charging overdraft and not sufficient funds fees to deposit accountson behalf of all Plan Participants. The action is pending on the day of the transaction triggering the fee and by the bank's debit hold process causing overdraft fees.defendants' motion to dismiss. Management is advised by counsel that a loss is not probable and that the loss, if any, cannot be reasonably estimated.

On May 12, 2020, an accounting firm filed a putative class action in the District Court of Colorado alleging that BOKF, NA failed to pay the agents of borrowers making application through the Bank to the Small Business Administration for Paycheck Protection Program (CARES Act) loans. BOKF, NA implemented a policy to pay, and paid, all agents of PPP borrowers where the principals agreed the principals had agents. Management is advised by counsel that a loss is not probable and that the loss, if any, cannot be reasonably estimated.

In the ordinary course of business, BOK Financial and its subsidiaries are subject to legal actions and complaints. Management believes, based upon the opinion of counsel, that the actions and liability or loss, if any, resulting from the final outcomes of the proceedings, will not have a material effect on the Company’s financial condition, results of operations or cash flows.

Alternative Investment Commitments

The Company sponsors twoa private equity fundsfund and invests in several tax credit entities and other funds as permitted by banking regulations. Consolidation of these investments is based on the variable interest model.

At SeptemberJune 30, 2019,2020, the Company has $245$260 million in interests in various alternative investments generally consisting of unconsolidated limited partnership interests in entities for which investment return is in the form of low income housing tax credits or other investments in merchant banking activities. This investment balance also includes $70$78 million of unfunded commitments included in Other liabilities on the Consolidated Balance Sheets.


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(7) Shareholders' Equity
(8) Shareholders' Equity

On October 29, 2019,August 4, 2020, the Company declared a quarterly cash dividend of $0.51 per common share payable on or about November 27, 2019August 26, 2020 to shareholders of record as of November 12, 2019.August 17, 2020.

Dividends declared were $0.50$0.51 and $1.50$1.02 per share during the three and ninesix months ended SeptemberJune 30, 20192020 and $0.50 and $1.40$1.00 per share during the three and ninesix months ended SeptemberJune 30, 2018.2019.

Accumulated Other Comprehensive Income (Loss)

AOCI includes unrealized gains and losses on available for sale ("AFS") securities and non-credit related unrealized losses on AFS securities for which an other-than-temporary impairment has been recorded in earnings. Unrealized losses on employee benefit plans will be reclassified into income as pension plan costs are recognized over the remaining service period of plan participants. Gains and losses in AOCI are net of deferred income taxes.

A rollforward of the components of accumulated other comprehensive income (loss) is included as follows (in thousands):
Unrealized Gain (Loss) on
Available for Sale SecuritiesEmployee Benefit PlansTotal
Balance, Dec. 31, 2018$(70,999) $(1,586) $(72,585) 
Net change in unrealized gain (loss)228,156  —  228,156  
Reclassification adjustments included in earnings:
Gain on available for sale securities, net(1,105) —  (1,105) 
Other comprehensive income, before income taxes227,051  —  227,051  
Federal and state income taxes1
55,897  —  55,897  
Other comprehensive income, net of income taxes171,154  —  171,154  
Balance, June 30, 2019$100,155  $(1,586) $98,569  
Balance, Dec. 31, 2019$104,996  $(73) $104,923  
Net change in unrealized gain (loss)354,765  —  354,765  
Reclassification adjustments included in earnings:
Gain on available for sale securities, net(5,580) —  (5,580) 
Other comprehensive income, before income taxes349,185  —  349,185  
Federal and state income taxes1
83,792  —  83,792  
Other comprehensive income, net of income taxes265,393  —  265,393  
Balance, June 30, 2020$370,389  $(73) $370,316  
  Unrealized Gain (Loss) on  
  Available for Sale Securities Employee Benefit Plans Total
Balance, December 31, 2017 $(35,385) $(789) $(36,174)
Transition adjustment for net unrealized gains on equity securities (2,709) 
 (2,709)
Net change in unrealized gain (loss) (166,464) 
 (166,464)
Reclassification adjustments included in earnings:     
Loss on available for sale securities, net 802
 
 802
Other comprehensive loss, before income taxes (165,662) 
 (165,662)
Federal and state income taxes1
 (42,183) 
 (42,183)
Other comprehensive loss, net of income taxes (123,479) 
 (123,479)
Balance, September 30, 2018 $(161,573) $(789) $(162,362)
      
Balance, December 31, 2018 $(70,999) $(1,586) $(72,585)
Net change in unrealized gain (loss) 274,441
 
 274,441
Reclassification adjustments included in earnings:     
Gain on available for sale securities, net (1,110) 
 (1,110)
Other comprehensive income, before income taxes 273,331
 
 273,331
Federal and state income taxes1
 66,993
 
 66,993
Other comprehensive income, net of income taxes 206,338
 
 206,338
Balance, September 30, 2019 $135,339

$(1,586) $133,753
1 Calculated using a 25 percent blended federal and state statutory tax rate.

1
Calculated using a 25 percent blended federal and state statutory tax rate.


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(9)(8) Earnings Per Share
(In thousands, except share and per share amounts) Three Months Ended
September 30,
 Nine Months Ended September 30,(In thousands, except share and per share amounts)Three Months Ended June 30,Six Months Ended June 30,
 2019 2018 2019 2018 2020201920202019
Numerator:        Numerator:    
Net income attributable to BOK Financial Corp. shareholders $142,231
 $117,256
 $390,406
 $337,190
Net income attributable to BOK Financial Corp. shareholders$64,693  $137,563  $126,772  $248,175  
Less: Earnings allocated to participating securities 875
 963
 2,553
 2,940
Less: Earnings allocated to participating securities397  850  740  1,678  
Numerator for basic earnings per share – income available to common shareholders 141,356
 116,293
 387,853
 334,250
Numerator for basic earnings per share – income available to common shareholders64,296  136,713  126,032  246,497  
Effect of reallocating undistributed earnings of participating securities 1
 1
 1
 1
Effect of reallocating undistributed earnings of participating securities—  —  —  —  
Numerator for diluted earnings per share – income available to common shareholders $141,357
 $116,294
 $387,854
 $334,251
Numerator for diluted earnings per share – income available to common shareholders$64,296  $136,713  $126,032  $246,497  
        
Denominator:  
  
  
  
Denominator:    
Weighted average shares outstanding 71,033,405
 65,438,849
 71,425,855
 65,455,306
Weighted average shares outstanding70,307,606  71,327,928  70,410,707  71,625,332  
Less: Participating securities included in weighted average shares outstanding 437,098
 537,754
 472,311
 571,987
Less: Participating securities included in weighted average shares outstanding431,563  440,865  410,842  489,918  
Denominator for basic earnings per common share 70,596,307
 64,901,095
 70,953,544
 64,883,319
Denominator for basic earnings per common share69,876,043  70,887,063  69,999,865  71,135,414  
Dilutive effect of employee stock compensation plans1
 13,617
 33,256
 15,301
 36,409
Dilutive effect of employee stock compensation plans1
1,424  14,970  3,952  16,144  
Denominator for diluted earnings per common share 70,609,924
 64,934,351
 70,968,845
 64,919,728
Denominator for diluted earnings per common share69,877,467  70,902,033  70,003,817  71,151,558  
        
Basic earnings per share $2.00
 $1.79
 $5.47
 $5.15
Basic earnings per share$0.92  $1.93  $1.80  $3.47  
Diluted earnings per share $2.00
 $1.79
 $5.47
 $5.15
Diluted earnings per share$0.92  $1.93  $1.80  $3.46  
1 Excludes employee stock options with exercise prices greater than current market price.
 
 
 
 
1 Excludes employee stock options with exercise prices greater than current market price.
22,238  —  —  —  



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(9) Reportable Segments
(10)  Reportable Segments

Reportable segments reconciliation to the Consolidated Financial Statements for the three months ended SeptemberJune 30, 20192020 is as follows (in thousands):
 Commercial Consumer 
Wealth
Management
 Funds Management and Other 
BOK
Financial
Consolidated
CommercialConsumerWealth
Management
Funds Management and OtherBOK
Financial
Consolidated
Net interest revenue from external sources $243,944
 $27,580
 $12,343
 $(4,771) $279,096
Net interest revenue from external sources$174,314  $18,795  $34,359  $50,636  $278,104  
Net interest revenue (expense) from internal sources (63,797) 20,882
 10,723
 32,192
 
Net interest revenue (expense) from internal sources(29,205) 20,475  (7,479) 16,209  —  
Net interest revenue 180,147
 48,462
 23,066
 27,421
 279,096
Net interest revenue145,109  39,270  26,880  66,845  278,104  
Provision for credit losses 9,505
 1,841
 (42) 696
 12,000
Provision for credit losses13,762  535  (89) 121,113  135,321  
Net interest revenue after provision for credit losses 170,642
 46,621
 23,108
 26,725
 267,096
Net interest revenue after provision for credit losses131,347  38,735  26,969  (54,268) 142,783  
Other operating revenue 48,832
 51,221
 89,160
 (2,763) 186,450
Other operating revenue47,898  67,192  106,674  10,929  232,693  
Other operating expense 68,685
 59,699
 71,619
 79,289
 279,292
Other operating expense62,933  58,936  80,567  92,951  295,387  
Net direct contribution 150,789
 38,143
 40,649
 (55,327) 174,254
Net direct contribution116,312  46,991  53,076  (136,290) 80,089  
Gain on financial instruments, net 28
 8,339
 
 (8,367) 
Gain on financial instruments, net48  7,356  —  (7,404) —  
Change in fair value of mortgage servicing rights 
 (12,593) 
 12,593
 
Change in fair value of mortgage servicing rights—  (761) —  761  —  
Gain on repossessed assets, net 802
 214
 
 (1,016) 
Gain on repossessed assets, net191  27  —  (218) —  
Corporate expense allocations 12,613
 11,776
 9,416
 (33,805) 
Corporate expense allocations5,437  10,812  8,204  (24,453) —  
Net income before taxes 139,006
 22,327
 31,233
 (18,312) 174,254
Net income before taxes111,114  42,801  44,872  (118,698) 80,089  
Federal and state income taxes 37,433
 5,687
 8,027
 (18,751) 32,396
Federal and state income taxes30,122  10,901  11,478  (36,698) 15,803  
Net income 101,573
 16,640
 23,206
 439
 141,858
Net income80,992  31,900  33,394  (82,000) 64,286  
Net income (loss) attributable to non-controlling interests 
 
 
 (373) (373)Net income (loss) attributable to non-controlling interests—  —  —  (407) (407) 
Net income attributable to BOK Financial Corp. shareholders $101,573
 $16,640
 $23,206
 $812
 $142,231
Net income attributable to BOK Financial Corp. shareholders$80,992  $31,900  $33,394  $(81,593) $64,693  
          
Average assets $23,973,067
 $9,827,130
 $10,392,988
 $(611,075) $43,582,110
Average assets$27,575,652  $9,920,005  $15,721,452  $(3,460,078) $49,757,031  
- 84 -







Reportable segments reconciliation to the Consolidated Financial Statements for the ninesix months ended SeptemberJune 30, 20192020 is as follows (in thousands):
 CommercialConsumerWealth
Management
Funds Management and OtherBOK
Financial
Consolidated
Net interest revenue from external sources$376,216  $44,671  $48,725  $69,852  $539,464  
Net interest revenue (expense) from internal sources(79,700) 38,531  (2,941) 44,110  —  
Net interest revenue296,516  83,202  45,784  113,962  539,464  
Provision for credit losses30,642  1,791  (137) 196,796  229,092  
Net interest revenue after provision for credit losses265,874  81,411  45,921  (82,834) 310,372  
Other operating revenue86,118  122,254  204,555  85  413,012  
Other operating expense123,685  113,729  158,759  167,838  564,011  
Net direct contribution228,307  89,936  91,717  (250,587) 159,373  
Gain on financial instruments, net97  94,120   (94,224) —  
Change in fair value of mortgage servicing rights—  (89,241) —  89,241  —  
Gain on repossessed assets, net200  40  —  (240) —  
Corporate expense allocations14,342  21,299  16,469  (52,110) —  
Net income before taxes214,262  73,556  75,255  (203,700) 159,373  
Federal and state income taxes58,295  18,735  19,288  (63,215) 33,103  
Net income155,967  54,821  55,967  (140,485) 126,270  
Net income (loss) attributable to non-controlling interests—  —  —  (502) (502) 
Net income attributable to BOK Financial Corp. shareholders$155,967  $54,821  $55,967  $(139,983) $126,772  
Average assets$26,131,814  $9,885,429  $14,222,432  $(2,500,850) $47,738,825  




























- 85 -


  Commercial Consumer 
Wealth
Management
 
Funds Management and Other1
 
BOK
Financial
Consolidated
Net interest revenue from external sources $699,239
 $75,353
 $51,054
 $16,984
 $842,630
Net interest revenue (expense) from internal sources (181,829) 76,925
 27,213
 77,691
 
Net interest revenue 517,410
 152,278
 78,267
 94,675
 842,630
Provision for credit losses 27,574
 4,654
 (209) (7,019) 25,000
Net interest revenue after provision for credit losses 489,836
 147,624
 78,476
 101,694
 817,630
Other operating revenue 128,055
 142,780
 248,591
 (3,641) 515,785
Other operating expense 181,809
 171,214
 202,579
 287,984
 843,586
Net direct contribution 436,082
 119,190
 124,488
 (189,931) 489,829
Gain on financial instruments, net 67
 43,416
 
 (43,483) 
Change in fair value of mortgage servicing rights 
 (62,814) 
 62,814
 
Gain on repossessed assets, net 455
 409
 
 (864) 
Corporate expense allocations 34,146
 35,369
 26,943
 (96,458) 
Net income before taxes 402,458
 64,832
 97,545
 (75,006) 489,829
Federal and state income taxes 107,807
 16,513
 25,076
 (49,470) 99,926
Net income 294,651
 48,319
 72,469
 (25,536) 389,903
Net income (loss) attributable to non-controlling interests 
 
 
 (503) (503)
Net income attributable to BOK Financial Corp. shareholders $294,651
 $48,319
 $72,469
 $(25,033) $390,406
           
Average assets $22,288,129
 $9,142,491
 $9,861,021
 $89,202
 $41,380,843
1
CoBiz operations are included in Funds Management and Other for the first quarter of 2019 and subsequently allocated to the respective segments in the second quarter of 2019.



Reportable segments reconciliation to the Consolidated Financial Statements for the three months ended SeptemberJune 30, 20182019 is as follows (in thousands):
 Commercial Consumer 
Wealth
Management
 Funds Management and Other 
BOK
Financial
Consolidated
CommercialConsumerWealth
Management
Funds Management and Other1
BOK
Financial
Consolidated
Net interest revenue from external sources $187,417
 $20,005
 $22,509
 $10,952
 $240,883
Net interest revenue from external sources$251,084  $25,300  $17,222  $(8,174) $285,432  
Net interest revenue (expense) from internal sources (42,270) 19,039
 6,267
 16,964
 
Net interest revenue (expense) from internal sources(66,613) 27,415  9,719  29,479  —  
Net interest revenue 145,147
 39,044
 28,776
 27,916
 240,883
Net interest revenue184,471  52,715  26,941  21,305  285,432  
Provision for credit losses 8,047
 1,451
 (84) (5,414) 4,000
Provision for credit losses6,823  1,728  (48) (3,503) 5,000  
Net interest revenue after provision for credit losses 137,100
 37,593
 28,860
 33,330
 236,883
Net interest revenue after provision for credit losses177,648  50,987  26,989  24,808  280,432  
Other operating revenue 40,522
 44,024
 83,357
 38
 167,941
Other operating revenue41,611  48,811  86,017  (4,374) 172,065  
Other operating expense 51,039
 58,482
 62,256
 80,840
 252,617
Other operating expense63,415  57,694  69,452  86,576  277,137  
Net direct contribution 126,583
 23,135
 49,961
 (47,472) 152,207
Net direct contribution155,844  42,104  43,554  (66,142) 175,360  
Gain (loss) on financial instruments, net (3) (7,229) 7
 7,225
 
Gain (loss) on financial instruments, net20  20,981  —  (21,001) —  
Change in fair value of mortgage servicing rights 
 5,972
 
 (5,972) 
Change in fair value of mortgage servicing rights—  (29,555) —  29,555  —  
Gain (loss) on repossessed assets, net (1,869) (87) 
 1,956
 
Gain (loss) on repossessed assets, net—  92  —  (92) —  
Corporate expense allocations 9,124
 11,037
 11,127
 (31,288) 
Corporate expense allocations10,652  11,695  9,168  (31,515) —  
Net income before taxes 115,587
 10,754
 38,841
 (12,975) 152,207
Net income before taxes145,212  21,927  34,386  (26,165) 175,360  
Federal and state income taxes 30,623
 2,739
 9,975
 (8,675) 34,662
Federal and state income taxes38,932  5,585  8,842  (15,779) 37,580  
Net income 84,964
 8,015
 28,866
 (4,300) 117,545
Net income106,280  16,342  25,544  (10,386) 137,780  
Net income attributable to non-controlling interests 
 
 
 289
 289
Net income attributable to non-controlling interests—  —  —  217  217  
Net income (loss) attributable to BOK Financial Corp. shareholders $84,964
 $8,015
 $28,866
 $(4,589) $117,256
Net income (loss) attributable to BOK Financial Corp. shareholders$106,280  $16,342  $25,544  $(10,603) $137,563  
          
Average assets $18,499,979
 $8,323,543
 $8,498,363
 $(1,626,068) $33,695,817
Average assets$22,910,724  $9,212,667  $9,849,396  $(1,128,010) $40,844,777  





























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Reportable segments reconciliation to the Consolidated Financial Statements for the ninesix months ended SeptemberJune 30, 20182019 is as follows (in thousands):
 CommercialConsumerWealth
Management
Funds Management and Other1
BOK
Financial
Consolidated
Net interest revenue from external sources$455,293  $47,775  $38,708  $21,758  $563,534  
Net interest revenue (expense) from internal sources(120,251) 56,042  16,489  47,720  —  
Net interest revenue335,042  103,817  55,197  69,478  563,534  
Provision for credit losses18,069  2,813  (167) (7,715) 13,000  
Net interest revenue after provision for credit losses316,973  101,004  55,364  77,193  550,534  
Other operating revenue79,223  91,559  159,431  (878) 329,335  
Other operating expense114,042  111,515  130,959  207,778  564,294  
Net direct contribution282,154  81,048  83,836  (131,463) 315,575  
Gain (loss) on financial instruments, net38  35,078  —  (35,116) —  
Change in fair value of mortgage servicing rights—  (50,221) —  50,221  —  
Gain (loss) on repossessed assets, net(346) 195  —  151  —  
Corporate expense allocations20,107  23,595  17,528  (61,230) —  
Net income before taxes261,739  42,505  66,308  (54,977) 315,575  
Federal and state income taxes69,938  10,826  17,045  (30,279) 67,530  
Net income191,801  31,679  49,263  (24,698) 248,045  
Net income attributable to non-controlling interests—  —  —  (130) (130) 
Net income attributable to BOK Financial Corp. shareholders$191,801  $31,679  $49,263  $(24,568) $248,175  
Average assets$21,432,513  $8,794,498  $9,590,629  $444,327  $40,261,967  
  Commercial Consumer 
Wealth
Management
 Funds Management and Other 
BOK
Financial
Consolidated
Net interest revenue from external sources $529,958
 $63,504
 $56,990
 $48,729
 $699,181
Net interest revenue (expense) from internal sources (107,715) 51,811
 26,431
 29,473
 
Net interest revenue 422,243
 115,315
 83,421
 78,202
 699,181
Provision for credit losses 18,781
 3,890
 (238) (23,433) (1,000)
Net interest revenue after provision for credit losses 403,462
 111,425
 83,659
 101,635
 700,181
Other operating revenue 123,245
 135,291
 228,766
 (6,973) 480,329
Other operating expense 148,796
 174,728
 188,691
 231,308
 743,523
Net direct contribution 377,911
 71,988
 123,734
 (136,646) 436,987
Gain (loss) on financial instruments, net 13
 (36,901) 7
 36,881
 
Change in fair value of mortgage servicing rights 
 28,901
 
 (28,901) 
Gain (loss) on repossessed assets, net (6,102) (21) 
 6,123
 
Corporate expense allocations 29,092
 33,283
 31,084
 (93,459) 
Net income before taxes 342,730
 30,684
 92,657
 (29,084) 436,987
Federal and state income taxes 90,943
 7,816
 23,824
 (23,643) 98,940
Net income 251,787
 22,868
 68,833
 (5,441) 338,047
Net income attributable to non-controlling interests 
 
 
 857
 857
Net income attributable to BOK Financial Corp. shareholders $251,787
 $22,868
 $68,833
 $(6,298) $337,190
           
Average assets $18,124,571
 $8,381,205
 $8,364,712
 $(1,094,993) $33,775,495
1CoBiz operations were included in Funds Management and Other for the first quarter of 2019.
- 87 -




(11)(10) Fees and Commissions Revenue

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

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

Revenue is recognized on a gross basis whenever we have primary responsibility and risk in providing the services or products to our customers and have discretion in establishing the price for the services or products. Revenue is recognized on a net basis whenever we act as an agent for products or services of others. 
 
Brokerage and trading revenue includes revenues from trading, customer hedging, retail brokerage and investment banking. Trading revenue includes net realized and unrealized gains primarily related to sales of securities to institutional customers and related derivative contracts. Customer hedging revenue includes realized and unrealized changes in the fair value of derivative contracts held for customer risk management programs including credit valuation adjustments, as necessary. We offer commodity, interest rate, foreign exchange and equity derivatives to our customers. These customer contracts are offset with contracts with selected counterparties and exchanges to minimize changes in market risk from changes in commodity prices, interest rates or foreign exchange rates. Retail brokerage revenue represents fees and commissions earned on sales of fixed income securities, annuities, mutual funds and other financial instruments to retail customers. Investment banking revenue includes fees earned upon completion of underwriting and financial advisory services. Investment banking revenue also includes fees earned in conjunction with loan syndications. Insurance brokerage revenues represents fees and commissions earned on placement of insurance products with carriers for property and casualty and health coverage.
 
Transaction card revenue includes merchant discount fees and electronic funds transfer network fees, net of interchange fees paid to card issuers and assessments paid to card networks. Merchant discount fees represent fees paid by customers for account management and electronic processing of card transactions. Merchant discount fees are recognized at the time the customer’s transactions are processed or other services are performed. The Company also maintains the TransFund electronic funds transfer network for the benefit of its members, which includes the Bank. Electronic funds transfer fees are recognized as electronic transactions processed on behalf of its members. 
 
Fiduciary and asset management revenue includes fees from asset management, custody, recordkeeping, investment advisory and administration services. Revenue is recognized on an accrual basis at the time the services are performed and may be based on either the fair value of the account or the service provided.
 
Deposit service charges and fees include commercial account service charges, overdraft fees, check card fee revenue and automated service charge and other deposit service fees. Fees are recognized at least quarterly in accordance with published deposit account agreements and disclosure statements for retail accounts or contractual agreements for commercial accounts. Item charges for overdraft or non-sufficient funds items are recognized as items are presented for payment. Account balance charges and activity fees are accrued monthly and collected in arrears. Commercial account activity fees may be offset by an earnings credit based on account balances. Check card fees represent interchange fees paid by a merchant bank for transactions processed from cards issued by the Company. Check card fees are recognized when transactions are processed.  

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


- 88 -


Fees and commissions revenue by reportable segment and primary service line is as follows for the three months ended SeptemberJune 30, 2019.2020.
CommercialConsumerWealth ManagementFunds Management & OtherConsolidated
Out of Scope1
In Scope2
Trading revenue$—  $—  $43,915  $—  $43,915  $43,915  $—  
Customer hedging revenue6,893  —  63  (714) 6,242  6,242  —  
Retail brokerage revenue—  —  3,394  —  3,394  —  3,394  
Insurance brokerage revenue—  —  3,153  —  3,153  —  3,153  
Investment banking revenue1,131  —  4,187  —  5,318  851  4,467  
Brokerage and trading revenue8,024  —  54,712  (714) 62,022  51,008  11,014  
TransFund EFT network revenue19,647  556  (9) —  20,194  —  20,194  
Merchant services revenue2,230  13  —  —  2,243  —  2,243  
Corporate card revenue485  —  18  —  503  —  503  
Transaction card revenue22,362  569   —  22,940  —  22,940  
Personal trust revenue—  —  21,681  —  21,681  —  21,681  
Corporate trust revenue—  —  4,604  —  4,604  —  4,604  
Institutional trust & retirement plan services revenue—  —  10,723  —  10,723  —  10,723  
Investment management services and other revenue—  —  4,291  (42) 4,249  —  4,249  
Fiduciary and asset management revenue—  —  41,299  (42) 41,257  —  41,257  
Commercial account service charge revenue11,069  389  598  —  12,056  —  12,056  
Overdraft fee revenue20  3,607  16  —  3,643  —  3,643  
Check card revenue—  5,122  —  —  5,122  —  5,122  
Automated service charge and other deposit fee revenue29  1,179  17  —  1,225  —  1,225  
Deposit service charges and fees11,118  10,297  631  —  22,046  —  22,046  
Mortgage production revenue—  39,186  —  —  39,186  39,186  —  
Mortgage servicing revenue—  15,164  —  (414) 14,750  14,750  —  
Mortgage banking revenue—  54,350  —  (414) 53,936  53,936  —  
Other revenue5,011  1,976  10,106  (5,614) 11,479  8,970  2,509  
Total fees and commissions revenue$46,515  $67,192  $106,757  $(6,784) $213,680  $113,914  $99,766  
1  Out of scope revenue generally relates to financial instruments or contractual rights and obligations within the scope of other applicable accounting guidance.
2 In scope revenue represents revenue subject to FASB ASC Topic 606, Revenue from Contracts with Customers.
- 89 -

 Commercial Consumer Wealth Management 
Funds Management & Other3
 Consolidated 
Out of Scope1
 
In Scope2
Trading revenue$
 $
 $24,091
 $
 $24,091
 $24,091
 $
Customer hedging revenue2,283
 
 1,810
 591
 4,684
 4,684
 
Retail brokerage revenue
 
 4,204
 
 4,204
 
 4,204
Insurance brokerage revenue
 
 3,375
 (513) 2,862
 
 2,862
Investment banking revenue4,408
 
 3,590
 1
 7,999
 3,762
 4,237
Brokerage and trading revenue6,691
 
 37,070
 79
 43,840
 32,537
 11,303
TransFund EFT network revenue18,465
 1,020
 (23) 2
 19,464
 
 19,464
Merchant services revenue2,203
 14
 
 
 2,217
 
 2,217
Corporate card revenue328
 
 6
 
 334
 
 334
Transaction card revenue20,996
 1,034
 (17) 2
 22,015
 
 22,015
Personal trust revenue
 
 20,239
 (1) 20,238
 
 20,238
Corporate trust revenue
 
 6,204
 1
 6,205
 
 6,205
Institutional trust & retirement plan services revenue
 
 10,740
 
 10,740
 
 10,740
Investment management services and other revenue
 
 6,480
 (42) 6,438
 
 6,438
Fiduciary and asset management revenue
 
 43,663
 (42) 43,621
 
 43,621
Commercial account service charge revenue10,609
 467
 540
 (3) 11,613
 
 11,613
Overdraft fee revenue81
 9,603
 45
 3
 9,732
 
 9,732
Check card revenue
 5,721
 
 
 5,721
 
 5,721
Automated service charge and other deposit fee revenue197
 1,519
 53
 2
 1,771
 
 1,771
Deposit service charges and fees10,887
 17,310
 638
 2
 28,837
 
 28,837
Mortgage production revenue
 13,815
 
 (1) 13,814
 13,814
 
Mortgage servicing revenue
 16,828
 
 (462) 16,366
 16,366
 
Mortgage banking revenue
 30,643
 
 (463) 30,180
 30,180
 
Other revenue7,585
 2,474
 8,068
 (501) 17,626
 11,812
 5,814
Total fees and commissions revenue$46,159
 $51,461
 $89,422
 $(923) $186,119
 $74,529
 $111,590
1

Out of scope revenue generally relates to financial instruments or contractual rights and obligations within the scope of other applicable accounting guidance.
2
In scope revenue represents revenue subject to FASB ASC Topic 606, Revenue from Contracts with Customers.
3
CoBiz operations are included in Funds Management and Other for the first quarter of 2019.



Fees and commissions revenue by reportable segment and primary service line is as follows for the ninesix months ended SeptemberJune 30, 2019.2020.
CommercialConsumerWealth ManagementFunds Management & OtherConsolidated
Out of Scope1
In Scope2
Trading revenue$—  $—  $78,299  $—  $78,299  $78,299  $—  
Customer hedging revenue9,418  —  198  (151) 9,465  9,465  —  
Retail brokerage revenue—  —  7,737  —  7,737  —  7,737  
Insurance brokerage revenue—  —  6,942  —  6,942  —  6,942  
Investment banking revenue3,011  —  7,347  —  10,358  2,679  7,679  
Brokerage and trading revenue12,429  —  100,523  (151) 112,801  90,443  22,358  
TransFund EFT network revenue37,859  1,387  (28)  39,220  —  39,220  
Merchant services revenue4,535  27  —  —  4,562  —  4,562  
Corporate card revenue1,005  —  34  —  1,039  —  1,039  
Transaction card revenue43,399  1,414    44,821  —  44,821  
Personal trust revenue—  —  42,330  —  42,330  —  42,330  
Corporate trust revenue—  —  10,966  —  10,966  —  10,966  
Institutional trust & retirement plan services revenue—  —  22,480  —  22,480  —  22,480  
Investment management services and other revenue—  —  10,022  (83) 9,939  —  9,939  
Fiduciary and asset management revenue—  —  85,798  (83) 85,715  —  85,715  
Commercial account service charge revenue22,108  799  1,143  (1) 24,049  —  24,049  
Overdraft fee revenue69  10,812  38   10,921  —  10,921  
Check card revenue—  10,351  —  —  10,351  —  10,351  
Automated service charge and other deposit fee revenue258  2,565  30   2,855  —  2,855  
Deposit service charges and fees22,435  24,527  1,211   48,176  —  48,176  
Mortgage production revenue—  60,755  —  —  60,755  60,755  —  
Mortgage servicing revenue—  31,206  —  (858) 30,348  30,348  —  
Mortgage banking revenue—  91,961  —  (858) 91,103  91,103  —  
Other revenue9,711  4,352  17,100  (7,375) 23,788  17,378  6,410  
Total fees and commissions revenue$87,974  $122,254  $204,638  $(8,462) $406,404  $198,924  $207,480  
1  Out of scope revenue generally relates to financial instruments or contractual rights and obligations within the scope of other applicable accounting guidance.
2 In scope revenue represents revenue subject to FASB ASC Topic 606, Revenue from Contracts with Customers.
- 90 -

 Commercial Consumer Wealth Management 
Funds Management & Other3
 Consolidated 
Out of Scope1
 
In Scope2
Trading revenue$
 $
 $58,890
 $
 $58,890
 $58,890
 $
Customer hedging revenue6,243
 
 9,444
 1,019
 16,706
 16,706
 
Retail brokerage revenue
 
 12,192
 (65) 12,127
 
 12,127
Insurance brokerage revenue
 
 7,063
 3,729
 10,792
 
 10,792
Investment banking revenue8,345
 
 9,123
 
 17,468
 7,189
 10,279
Brokerage and trading revenue14,588
 
 96,712
 4,683
 115,983
 82,785
 33,198
TransFund EFT network revenue54,623
 2,975
 (60) 3
 57,541
 
 57,541
Merchant services revenue6,351
 43
 
 122
 6,516
 
 6,516
Corporate card revenue598
 
 11
 2
 611
 
 611
Transaction card revenue61,572
 3,018
 (49) 127
 64,668
 
 64,668
Personal trust revenue
 
 61,028
 
 61,028
 
 61,028
Corporate trust revenue
 
 18,736
 
 18,736
 
 18,736
Institutional trust & retirement plan services revenue
 
 32,919
 
 32,919
 
 32,919
Investment management services and other revenue
 
 17,730
 1,591
 19,321
 
 19,321
Fiduciary and asset management revenue
 
 130,413
 1,591
 132,004
 
 132,004
Commercial account service charge revenue31,296
 1,283
 1,605
 1,804
 35,988
 
 35,988
Overdraft fee revenue248
 26,971
 108
 (231) 27,096
 
 27,096
Check card revenue
 16,299
 
 165
 16,464
 
 16,464
Automated service charge and other deposit fee revenue569
 4,762
 228
 47
 5,606
 
 5,606
Deposit service charges and fees32,113
 49,315
 1,941
 1,785
 85,154
 
 85,154
Mortgage production revenue
 33,554
 
 (3) 33,551
 33,551
 
Mortgage servicing revenue
 50,014
 
 (1,420) 48,594
 48,594
 
Mortgage banking revenue
 83,568
 
 (1,423) 82,145
 82,145
 
Other revenue17,037
 7,211
 19,586
 (1,009) 42,825
 28,655
 14,170
Total fees and commissions revenue$125,310
 $143,112
 $248,603
 $5,754
 $522,779
 $193,585
 $329,194
1

Out of scope revenue generally relates to financial instruments or contractual rights and obligations within the scope of other applicable accounting guidance.
2
In scope revenue represents revenue subject to FASB ASC Topic 606, Revenue from Contracts with Customers.
3
CoBiz operations are included in Funds Management and Other for the first quarter of 2019.



Fees and commissions revenue by reportable segment and primary service line is as follows for the three months ended SeptemberJune 30, 2018.2019.
CommercialConsumerWealth Management
Funds Management & Other3
Consolidated
Out of Scope1
In Scope2
Trading revenue$—  $—  $21,879  $—  $21,879  $21,879  $—  
Customer hedging revenue2,385  —  1,906  1,054  5,345  5,345  —  
Retail brokerage revenue—  —  3,914  (13) 3,901  —  3,901  
Insurance brokerage revenue—  —  3,309  513  3,822  —  3,822  
Investment banking revenue2,548  —  3,032  (1) 5,579  2,198  3,381  
Brokerage and trading revenue4,933  —  34,040  1,553  40,526  29,422  11,104  
TransFund EFT network revenue18,504  997  (20) —  19,481  —  19,481  
Merchant services revenue2,223  15  —  (1) 2,237  —  2,237  
Corporate card revenue190  —    197  —  197  
Transaction card revenue20,917  1,012  (15)  21,915  —  21,915  
Personal trust revenue—  —  21,215   21,216  —  21,216  
Corporate trust revenue—  —  6,331  (1) 6,330  —  6,330  
Institutional trust & retirement plan services revenue—  —  11,072  —  11,072  —  11,072  
Investment management services and other revenue—  —  6,449  (42) 6,407  —  6,407  
Fiduciary and asset management revenue—  —  45,067  (42) 45,025  —  45,025  
Commercial account service charge revenue10,625  429  538  —  11,592  —  11,592  
Overdraft fee revenue93  8,973  36   9,104  —  9,104  
Check card revenue—  5,586  —   5,587  —  5,587  
Automated service charge and other deposit fee revenue214  1,578  (2)  1,791  —  1,791  
Deposit service charges and fees10,932  16,566  572   28,074  —  28,074  
Mortgage production revenue—  11,871  —  (2) 11,869  11,869  —  
Mortgage servicing revenue—  16,741  —  (479) 16,262  16,262  —  
Mortgage banking revenue—  28,612  —  (481) 28,131  28,131  —  
Other revenue4,323  2,640  6,261  (787) 12,437  8,123  4,314  
Total fees and commissions revenue$41,105  $48,830  $85,925  $248  $176,108  $65,676  $110,432  
 Commercial Consumer Wealth Management Funds Management & Other Consolidated 
Out of Scope1
 
In Scope2
Trading revenue$
 $
 $4,830
 $
 $4,830
 $4,830
 $
Customer hedging revenue1,350
 
 6,935
 229
 8,514
 8,514
 
Retail brokerage revenue
 
 4,398
 (73) 4,325
 
 4,325
Insurance brokerage revenue
 
 170
 
 170
 
 170
Investment banking revenue1,765
 
 3,482
 
 5,247
 1,410
 3,837
Brokerage and trading revenue3,115
 
 19,815
 156
 23,086
 14,754
 8,332
TransFund EFT network revenue18,397
 1,009
 (21) 2
 19,387
 
 19,387
Merchant services revenue1,995
 14
 
 
 2,009
 
 2,009
Corporate card revenue
 
 
 
 
 
 
Transaction card revenue20,392
 1,023
 (21) 2
 21,396
 
 21,396
Personal trust revenue
 
 35,822
 1
 35,823
 
 35,823
Corporate trust revenue
 
 5,741
 
 5,741
 
 5,741
Institutional trust & retirement plan services revenue
 
 11,095
 (1) 11,094
 
 11,094
Investment management services and other revenue
 
 4,903
 (47) 4,856
 
 4,856
Fiduciary and asset management revenue
 
 57,561
 (47) 57,514
 
 57,514
Commercial account service charge revenue10,294
 366
 587
 (3) 11,244
 
 11,244
Overdraft fee revenue95
 9,413
 30
 3
 9,541
 
 9,541
Check card revenue
 5,254
 
 
 5,254
 
 5,254
Automated service charge and other deposit fee revenue35
 1,661
 22
 8
 1,726
 
 1,726
Deposit service charges and fees10,424
 16,694
 639
 8
 27,765
 
 27,765
Mortgage production revenue
 7,250
 
 
 7,250
 7,250
 
Mortgage servicing revenue
 16,748
 
 (462) 16,286
 16,286
 
Mortgage banking revenue
 23,998
 
 (462) 23,536
 23,536
 
Other revenue5,460
 2,323
 5,568
 (451) 12,900
 8,799
 4,101
Total fees and commissions revenue$39,391
 $44,038
 $83,562
 $(794) $166,197
 $47,089
 $119,108
1  Out of scope revenue generally relates to financial instruments or contractual rights and obligations within the scope of other applicable accounting guidance.
2 In scope revenue represents revenue subject to FASB ASC Topic 606, Revenue from Contracts with Customers.
3 CoBiz operations are included in Funds Management and Other for the first quarter of 2019.

1
- 91 -


Out of scope revenue generally relates to financial instruments or contractual rights and obligations within the scope of other applicable accounting guidance.
2
In scope revenue represents revenue subject to FASB ASC Topic 606, Revenue from Contracts with Customers.



Fees and commissions revenue by reportable segment and primary service line is as follows for the ninesix months ended SeptemberJune 30, 2018.2019.
CommercialConsumerWealth Management
Funds Management & Other3
Consolidated
Out of Scope1
In Scope2
Trading revenue$—  $—  $34,799  $—  $34,799  $34,799  $—  
Customer hedging revenue3,960  —  7,634  428  12,022  12,022  —  
Retail brokerage revenue—  —  7,988  (65) 7,923  —  7,923  
Insurance brokerage revenue—  —  3,688  4,242  7,930  —  7,930  
Investment banking revenue3,937  —  5,533  (1) 9,469  3,427  6,042  
Brokerage and trading revenue7,897  —  59,642  4,604  72,143  50,248  21,895  
TransFund EFT network revenue36,158  1,955  (37)  38,077  —  38,077  
Merchant services revenue4,148  29  —  122  4,299  —  4,299  
Corporate card revenue270  —    277  —  277  
Transaction card revenue40,576  1,984  (32) 125  42,653  —  42,653  
Personal trust revenue—  —  40,789   40,790  —  40,790  
Corporate trust revenue—  —  12,532  (1) 12,531  —  12,531  
Institutional trust & retirement plan services revenue—  —  22,179  —  22,179  —  22,179  
Investment management services and other revenue—  —  11,250  1,633  12,883  —  12,883  
Fiduciary and asset management revenue—  —  86,750  1,633  88,383  —  88,383  
Commercial account service charge revenue20,687  816  1,065  1,807  24,375  —  24,375  
Overdraft fee revenue167  17,368  63  (234) 17,364  —  17,364  
Check card revenue—  10,578  —  165  10,743  —  10,743  
Automated service charge and other deposit fee revenue372  3,243  175  45  3,835  —  3,835  
Deposit service charges and fees21,226  32,005  1,303  1,783  56,317  —  56,317  
Mortgage production revenue—  19,739  —  (2) 19,737  19,737  —  
Mortgage servicing revenue—  33,186  —  (958) 32,228  32,228  —  
Mortgage banking revenue—  52,925  —  (960) 51,965  51,965  —  
Other revenue9,452  4,737  11,518  (508) 25,199  16,843  8,356  
Total fees and commissions revenue$79,151  $91,651  $159,181  $6,677  $336,660  $119,056  $217,604  
1  Out of scope revenue generally relates to financial instruments or contractual rights and obligations within the scope of other applicable accounting guidance.
2 In scope revenue represents revenue subject to FASB ASC Topic 606, Revenue from Contracts with Customers.
3 CoBiz operations are included in Funds Management and Other for the first quarter of 2019.


- 92 -
 Commercial Consumer Wealth Management Funds Management & Other Consolidated 
Out of Scope1
 
In Scope2
Trading revenue$
 $
 $21,562
 $
 $21,562
 $21,562
 $
Customer hedging revenue6,264
 
 21,511
 1,441
 29,216
 29,216
 
Retail brokerage revenue
 
 13,751
 (246) 13,505
 
 13,505
Insurance brokerage revenue
 
 555
 
 555
 
 555
Investment banking revenue5,729
 
 9,655
 
 15,384
 4,772
 10,612
Brokerage and trading revenue11,993
 
 67,034
 1,195
 80,222
 55,550
 24,672
TransFund EFT network revenue54,647
 3,005
 (61) 5
 57,596
 
 57,596
Merchant services revenue5,720
 45
 
 
 5,765
 
 5,765
Corporate card revenue
 
 
 
 
 
 
Transaction card revenue60,367
 3,050
 (61) 5
 63,361
 
 63,361
Personal trust revenue
 
 76,481
 (2) 76,479
 
 76,479
Corporate trust revenue
 
 16,317
 
 16,317
 
 16,317
Institutional trust & retirement plan services revenue
 
 33,584
 3
 33,587
 
 33,587
Investment management services and other revenue
 
 14,808
 (153) 14,655
 
 14,655
Fiduciary and asset management revenue
 
 141,190
 (152) 141,038
 
 141,038
Commercial account service charge revenue32,150
 1,087
 1,802
 (3) 35,036
 
 35,036
Overdraft fee revenue283
 26,665
 96
 13
 27,057
 
 27,057
Check card revenue
 15,515
 
 
 15,515
 
 15,515
Automated service charge and other deposit fee revenue110
 4,953
 72
 17
 5,152
 
 5,152
Deposit service charges and fees32,543
 48,220
 1,970
 27
 82,760
 
 82,760
Mortgage production revenue
 26,617
 
 
 26,617
 26,617
 
Mortgage servicing revenue
 50,677
 
 (1,387) 49,290
 49,290
 
Mortgage banking revenue
 77,294
 
 (1,387) 75,907
 75,907
 
Other revenue17,379
 6,770
 18,725
 (3,093) 39,781
 27,552
 12,229
Total fees and commissions revenue$122,282
 $135,334
 $228,858
 $(3,405) $483,069
 $159,009
 $324,060
1
Out of scope revenue generally relates to financial instruments or contractual rights and obligations within the scope of other applicable accounting guidance.
2
In scope revenue represents revenue subject to FASB ASC Topic 606, Revenue from Contracts with Customers.




(12)(11) Fair Value Measurements

Fair value is defined by applicable accounting guidance as the price to sell an asset or transfer a liability in an orderly transaction between market participants in the principal market for the given asset or liability at the measurement date based on market conditions at that date. An orderly transaction assumes exposure to the market for a customary period for marketing activities prior to the measurement date and not a forced liquidation or distressed sale. Certain assets and liabilities are recorded in the Company’s financial statements at fair value. Some are recorded on a recurring basis and some on a non-recurring basis.

For some assets and liabilities, observable market transactions and market information might be available. For other assets and liabilities, observable market transactions and market information might not be available. A hierarchy for fair value has been established which categorizes into three levels the inputs to valuation techniques used to measure fair value. The three levels are as follows:

Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) - Fair value is based on unadjusted quoted prices in active markets for identical assets or liabilities.

Significant Other Observable Inputs (Level 2) - Fair value is based on significant other observable inputs which are generally determined based on a single price for each financial instrument provided to us by an applicable third-party pricing service and is based on one or more of the following:

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

Significant Unobservable Inputs (Level 3) - Fair value is based upon model-based valuation techniques for which at least one significant assumption is not observable in the market.

Transfers between levels are recognized as of the end of the reporting period. There were no transfers in or out of quoted prices in active markets for identical instruments to significant other observable inputs or significant unobservable inputs during the three and ninesix months ended SeptemberJune 30, 20192020 and 2018,2019, respectively. Transfers between significant other observable inputs and significant unobservable inputs during the three and ninesix months ended SeptemberJune 30, 20192020 and 20182019 are included in the summary of changes in recurring fair values measured using unobservable inputs.

The underlying methods used by the third-party pricing services are considered in determining the primary inputs used to determine fair values. Management has evaluated the methodologies employed by the third-party pricing services by comparing the price provided by the pricing service with other sources, including brokers' quotes, sales or purchases of similar instruments and discounted cash flows to establish a basis for reliance on the pricing service values. Significant differences between the pricing service provided value and other sources are discussed with the pricing service to understand the basis for their values. Based on all observable inputs, management may adjust prices obtained from third-party pricing services to more appropriately reflect the prices that would be received to sell assets or paid to transfer liabilities in orderly transactions in the current market. No significant adjustments were made to prices provided by third-party pricing services at SeptemberJune 30, 20192020 or December 31, 2018.2019.


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Assets and Liabilities Measured at Fair Value on a Recurring Basis

The fair value of financial assets and liabilities measured on a recurring basis was as follows as of SeptemberJune 30, 20192020 (in thousands):
 TotalQuoted Prices in Active Markets for Identical Instruments (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs
(Level 3)
Assets:    
Trading securities:
U.S. government agency debentures$4,237  $—  $4,237  $—  
Residential agency mortgage-backed securities1,146,454  —  1,146,454  —  
Municipal and other tax-exempt securities22,710  —  22,710  —  
Asset-backed securities —   —  
Other trading securities22,699  —  22,699  —  
Total trading securities1,196,105  —  1,196,105  —  
Available for sale securities:    
U.S. Treasury912  912  —  —  
Municipal and other tax-exempt securities31,240  —  31,240  —  
Residential agency mortgage-backed securities9,147,238  —  9,147,238  —  
Residential non-agency mortgage-backed securities35,250  —  35,250  —  
Commercial agency mortgage-backed securities3,260,807  —  3,260,807  —  
Other debt securities472  —  —  472  
Total available for sale securities12,475,919  912  12,474,535  472  
Fair value option securities:
U.S. Treasury92,742  92,742  —  —  
Residential agency mortgage-backed securities629,915  —  629,915  —  
Total fair value option securities722,657  92,742  629,915  —  
Residential mortgage loans held for sale319,357  —  309,672  9,685  
Mortgage servicing rights1
97,971  —  —  97,971  
Derivative contracts, net of cash collateral2
651,553  66,207  585,346  —  
Liabilities: 
Derivative contracts, net of cash collateral2
610,020  —  610,020  —  
1A 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 5, Mortgage Banking Activities.
2See Note 3 for detail of fair value of derivative contracts by contract type. Derivative contracts in asset positions that were valued based on quoted prices in active markets for identical instruments (Level 1) are primarily exchange-traded energy and interest rate derivative contacts, net of cash margin. Derivative contacts in liability positions that were valued using quoted prices in active markets for identical instruments are exchange-traded interest rate and agricultural derivative contracts, fully offset by cash margin.

- 94 -

  Total Quoted Prices in Active Markets for Identical Instruments (Level 1) Significant Other Observable Inputs (Level 2) 
Significant Unobservable Inputs
(Level 3)
Assets:        
Trading securities:        
U.S. government agency debentures $63,334
 $
 $63,334
 $
Residential agency mortgage-backed securities 1,480,458
 
 1,480,458
 
Municipal and other tax-exempt securities 44,105
 
 44,105
 
Asset-backed securities 36,928
 
 36,928
 
Other trading securities 50,387
 
 50,387
 
Total trading securities 1,675,212
 
 1,675,212
 
Available for sale securities:  
  
  
  
U.S. Treasury 2,296
 2,296
 
 
Municipal and other tax-exempt securities 1,848
 
 1,848
 
Residential agency mortgage-backed securities 7,740,461
 
 7,740,461
 
Residential non-agency mortgage-backed securities 44,803
 
 44,803
 
Commercial agency mortgage-backed securities 3,234,671
 
 3,234,671
 
Other debt securities 472
 
 
 472
Total available for sale securities 11,024,551
 2,296
 11,021,783
 472
Fair value option securities:        
U.S. Treasury 552,536
 552,536
 
 
Residential agency mortgage-backed securities 1,263,862
 
 1,263,862
 
Total fair value option securities 1,816,398
 552,536
 1,263,862
 
Residential mortgage loans held for sale 282,487
 
 268,919
 13,568
Mortgage servicing rights1
 193,661
 
 
 193,661
Derivative contracts, net of cash collateral2
 352,019
 40,491
 311,528
 
Liabilities:  
      
Derivative contracts, net of cash collateral2
 336,791
 
 336,791
 
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. Derivative contracts in asset positions that were valued based on quoted prices in active markets for identical instruments (Level 1) are primarily exchange-traded energy, interest rate and agricultural derivative contacts, net of cash margin. Derivative contacts in liability positions that were valued using quoted prices in active markets for identical instruments are exchange-traded interest rate derivative contracts, fully offset by cash margin.



The fair value of financial assets and liabilities measured on a recurring basis was as follows as of December 31, 20182019 (in thousands):
 TotalQuoted Prices in Active Markets for Identical Instruments (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs
(Level 3)
Assets:    
Trading securities:
U.S. government agency debentures$44,264  $—  $44,264  $—  
Residential agency mortgage-backed securities1,504,651  —  1,504,651  —  
Municipal and other tax-exempt securities26,196  —  26,196  —  
Asset-backed securities14,084  —  14,084  —  
Other trading securities34,726  —  34,726  —  
Total trading securities1,623,921  —  1,623,921  —  
Available for sale securities:    
U.S. Treasury1,600  1,600  —  —  
Municipal and other tax-exempt securities1,861  —  1,861  —  
Residential agency mortgage-backed securities8,046,096  —  8,046,096  —  
Residential non-agency mortgage-backed securities41,609  —  41,609  —  
Commercial agency mortgage-backed securities3,178,005  —  3,178,005  —  
Other debt securities472  —  —  472  
Total available for sale securities11,269,643  1,600  11,267,571  472  
Fair value option securities:
U.S. Treasury9,917  9,917  —  —  
Residential agency mortgage-backed securities1,088,660  —  1,088,660  —  
Total fair value option securities1,098,577  9,917  1,088,660  —  
Residential mortgage loans held for sale182,271  —  173,958  8,313  
Mortgage servicing rights1
201,886  —  —  201,886  
Derivative contracts, net of cash collateral2
323,375  8,944  314,431  —  
Liabilities:
Derivative contracts, net of cash collateral2
251,128  —  251,128  —  
1A 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 5, Mortgage Banking Activities.
2See Note 3 for detail of fair value of derivative contracts by contract type. Derivative contracts based on quoted prices in active markets for identical instruments (Level 1) are exchange-traded interest rate and energy derivative contacts, net of cash margin. Derivative contracts in liability positions that were valued using quoted prices in active markets for identical instruments (Level 1) are exchange-traded interest rate and agricultural contracts, fully offset by cash margin.



- 95 -

  Total Quoted Prices in Active Markets for Identical Instruments (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs
(Level 3)
Assets:        
Trading securities:        
U.S. government agency debentures $63,765
 $
 $63,765
 $
Residential agency mortgage-backed securities 1,791,584
 
 1,791,584
 
Municipal and other tax-exempt securities 34,507
 
 34,507
 
Asset-backed securities 42,656
 
 42,656
 
Other trading securities 24,411
 
 24,411
 
Total trading securities 1,956,923
 
 1,956,923
 
Available for sale securities:  
  
  
  
U.S. Treasury 493
 493
 
 
Municipal and other tax-exempt securities 2,864
 
 2,864
 
Residential agency mortgage-backed securities 5,804,708
 
 5,804,708
 
Residential non-agency mortgage-backed securities 59,736
 
 59,736
 
Commercial agency mortgage-backed securities 2,953,889
 
 2,953,889
 
Other debt securities 35,430
 
 34,958
 472
Total available for sale securities 8,857,120
 493
 8,856,155
 472
Fair value option securities – Residential agency mortgage-backed securities 283,235
 
 283,235
 
Residential mortgage loans held for sale 149,221
 
 134,014
 15,207
Mortgage servicing rights1
 259,254
 
 
 259,254
Derivative contracts, net of cash collateral2
 320,929
 44,074
 276,855
 
Liabilities: 

      
Derivative contracts, net of cash collateral2
 362,306
 
 362,306
 
1

A reconciliation of the beginning and ending fair value of mortgage servicing rights and disclosures of significant assumptions used to determine fair value are presented in Note 6, Mortgage Banking Activities.
2
See Note 3 for detail of fair value of derivative contracts by contract type. Derivative contracts based on quoted prices in active markets for identical instruments (Level 1) are exchange-traded interest rate, energy and agricultural derivative contacts, net of cash margin. Derivative contracts in liability positions that were valued using quoted prices in active markets for identical instruments (Level 1) are exchange-traded interest rate contracts, fully offset by cash margin.





Following is a description of the Company's valuation methodologies used for assets and liabilities measured on a recurring basis:
Securities
The fair values of trading, available for sale and fair value option securities are based on quoted prices for identical instruments in active markets, when available. If quoted prices for identical instruments are not available, fair values are based on significant other observable inputs such as quoted prices of comparable instruments or interest rates and credit spreads, yield curves, volatilities, prepayment speeds and loss severities. The Company has elected to carry all residential mortgage-backed securities guaranteed by U.S. government agencies held as economic hedges against changes in the fair value of mortgage servicing rights at fair value with changes in the fair value recognized in earnings.

The fair value of certain available for sale municipal and other debt securities may be based on significant unobservable inputs. These significant unobservable inputs include limited observed trades, projected cash flows, current credit rating of the issuers and, when applicable, the insurers of the debt and observed trades of similar debt. Discount rates are primarily based on references to interest rate spreads on comparable securities of similar duration and credit rating as determined by the nationally-recognized rating agencies adjusted for a lack of trading volume. Significant unobservable inputs are developed by investment securities professionals involved in the active trading of similar securities. A summary of significant inputs used to value these securities follows. A management committee composed of senior members from the Company's Capital Markets, Risk Management and Finance departments assesses the appropriateness of these inputs quarterly.

Derivatives

All derivative instruments are carried on the balance sheet at fair value. Fair values for exchange-traded contracts are based on quoted prices. Fair values for over-the-counter interest rate, commodity and foreign exchange contracts are based on valuations provided either by third-party dealers in the contracts, quotes provided by independent pricing services, or a third-party provided pricing model that uses significant other observable market inputs.

Credit risk is considered in determining the fair value of derivative instruments. Management determines fair value adjustments based on various risk factors including but not limited to current fair value, probability of default and loss given default.

We also consider our own credit risk in determining the fair value of derivative contracts. Changes in our credit rating would affect the fair value of our derivative liabilities. In the event of a credit downgrade, the fair value of our derivative liabilities would increase.

Residential Mortgage Loans Held for Sale

Residential mortgage loans held for sale are carried on the balance sheet at fair value. The Company has elected to carry all residential mortgage loans originated for sale at fair value. Changes in the fair value of these financial instruments are recognized in earnings. 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 and forward sales contracts. The fair value of mortgage loans that were unable to be sold to U.S. government agencies were determined using quoted prices of loans that are sold in securitization transactions with a liquidity discount applied.


- 96 -


The following represents the changes for the three and ninesix months ended SeptemberJune 30, 2020 related to assets measured at fair value on a recurring basis using significant unobservable inputs (in thousands):
 Available for sale - Other debt securitiesResidential mortgage loans held for sale
Balance, Mar. 31, 2020$472  $9,574  
Transfer to Level 3 from Level 21
—  1,328  
Purchases—  —  
Proceeds from sales—  (648) 
Redemptions and distributions—  —  
Gain (loss) recognized in earnings:
Mortgage banking revenue—  (569) 
Other comprehensive income (loss):
Net change in unrealized gain (loss)—  —  
Balance, June 30, 2020$472  $9,685  
1Recurring transfers to Level 3 from Level 2 consist of residential mortgage loans intended for sale to U.S. government agencies that fail to meet conforming standards.
 Available for sale - Other debt securitiesResidential mortgage loans held for sale
Balance, December 31, 2019$472  $8,313  
Transfer to Level 3 from Level 21
—  3,592  
Purchases—  —  
Proceeds from sales—  (1,588) 
Redemptions and distributions—  —  
Gain (loss) recognized in earnings:
Mortgage banking revenue—  (632) 
Other comprehensive income (loss):
Net change in unrealized gain (loss)—  —  
Balance, June 30, 2020$472  $9,685  
Recurring transfers to Level 3 from Level 2 consist of residential mortgage loans intended for sale to U.S. government agencies that fail to meet conforming standards.

The following represents the changes for the three and six months ended June 30, 2019 related to assets measured at fair value on a recurring basis using significant unobservable inputs (in thousands):

 Available for sale - Other debt securitiesResidential mortgage loans held for sale
Balance, Mar. 31, 2019$472  $15,776  
Transfer to Level 3 from Level 21
—  907  
Purchases—  —  
Proceeds from sales—  (998) 
Redemptions and distributions—  —  
Gain (loss) recognized in earnings:
Mortgage banking revenue—  388  
Other comprehensive income (loss):
Net change in unrealized gain (loss)—  —  
Balance, June 30, 2019$472  $16,073  
Recurring transfers to Level 3 from Level 2 consist of residential mortgage loans intended for sale to U.S. government agencies that fail to meet conforming standards.
- 97 -
  Available for sale - Other debt securities Residential mortgage loans held for sale
Balance, June 30, 2019 $472
 $16,073
Transfer to Level 3 from Level 21
 
 261
Purchases 
 
Proceeds from sales 
 (3,152)
Redemptions and distributions 
 
Gain (loss) recognized in earnings:    
Mortgage banking revenue 
 386
Other comprehensive income (loss):    
Net change in unrealized gain (loss) 
 
Balance, September 30, 2019 $472
 $13,568
1
Recurring transfers to Level 3 from Level 2 consist of residential mortgage loans intended for sale to U.S. government agencies that fail to meet conforming standards.


  Available for sale - Other debt securities Residential mortgage loans held for sale
Balance, December 31, 2018 $472
 $15,207
Transfer to Level 3 from Level 21
 
 2,150
Purchases 
 
Proceeds from sales 
 (4,531)
Redemptions and distributions 
 
Gain (loss) recognized in earnings:    
Mortgage banking revenue 
 742
Other comprehensive income (loss):    
Net change in unrealized gain (loss) 
 
Balance, September 30, 2019 $472
 $13,568

1
Recurring transfers to Level 3 from Level 2 consist of residential mortgage loans intended for sale to U.S. government agencies that fail to meet conforming standards.


 Available for sale - Other debt securitiesResidential mortgage loans held for sale
Balance, Dec. 31, 2018$472  $15,207  
Transfer to Level 3 from Level 21
—  1,889  
Purchases—  —  
Proceeds from sales—  (1,379) 
Redemptions and distributions—  —  
Gain (loss) recognized in earnings
Mortgage banking revenue—  356  
Other comprehensive income (loss):
Net change in unrealized gain (loss)—  —  
Balance, June 30, 2019$472  $16,073  

Recurring transfers to Level 3 from Level 2 consist of residential mortgage loans intended for sale to U.S. government agencies that fail to meet conforming standards.
The following represents the changes for the three and nine months ended September 30, 2018 related to assets measured at fair value on a recurring basis using significant unobservable inputs (in thousands):
  Available for Sale Securities  
  Municipal and other tax-exempt securities Other debt securities Residential mortgage loans held for sale
Balance, June 30, 2018 $2,030
 $471
 $14,243
Transfer to Level 3 from Level 21
 
 
 2,862
Purchases 
 
 
Proceeds from sales 
 
 (143)
Redemptions and distributions (2,050) 
 
Gain (loss) recognized in earnings:      
Mortgage banking revenue 
 
 (124)
Other comprehensive income (loss):      
Net change in unrealized gain (loss) 20
 1
 
Balance, September 30, 2018 $
 $472
 $16,838
1
Recurring transfers to Level 3 from Level 2 consist of residential mortgage loans intended for sale to U.S. government agencies that fail to meet conforming standards.

  Available for Sale Securities  
  Municipal and other tax-exempt Other debt securities Residential mortgage loans held for sale
Balance, December 31, 2017 $4,802
 $472
 $12,299
Transfer to Level 3 from Level 21
 
 
 5,603
Purchases 
 
 
Proceeds from sales 
 
 (853)
Redemptions and distributions (5,095) 
 
Gain (loss) recognized in earnings      
Mortgage banking revenue 
 
 (211)
Other comprehensive income (loss):      
Net change in unrealized gain (loss) 293
 
 
Balance, September 30, 2018 $
 $472
 $16,838

1

Recurring transfers to Level 3 from Level 2 consist of residential mortgage loans intended for sale to U.S. government agencies that fail to meet conforming standards.




A summary of quantitative information about assets measured at fair value on a recurring basis using Significant Unobservable Inputs (Level 3) as of SeptemberJune 30, 20192020 follows (in thousands):
Fair
Value
Valuation Technique(s)Unobservable InputRange
(Weighted Average)
Available for sale securities – Other debt securities$472  Discounted cash flows
1
Interest rate spread5.23%-5.23% (5.23%)
3
94.30%-94.30% (94.30%)
2
Residential mortgage loans held for sale9,685  Quoted prices of loans sold in securitization transactions, with a liquidity discount appliedLiquidity discount applied to the market value of mortgage loans qualifying for sale to U.S. government agencies.90.24%
  
Fair
Value
 Valuation Technique(s) Unobservable Input 
Range
(Weighted Average)
 
          
Available for sale securities – Other debt securities 472
 Discounted cash flows
1 
Interest rate spread 7.46%-7.46% (7.46%)
3 
94.42%-94.42% (94.42%)
2 
Residential mortgage loans held for sale 13,568
 Quoted prices of loans sold in securitization transactions, with a liquidity discount applied Liquidity discount applied to the market value of mortgage loans qualifying for sale to U.S. government agencies. 96.36% 
1Discounted cash flows developed using discount rates primarily based on reference to interest rate spreads for comparable securities of similar duration and credit rating as determined by the nationally-recognized rating agencies, adjusted for lack of trading volume.
1
2Represents fair value as a percentage of par value.
3Interest rate yields used to value investment grade taxable securities based on comparable short-term taxable securities which are generally yielding approximately 1 percent.

Discounted cash flows developed using discount rates primarily based on reference to interest rate spreads for comparable securities of similar duration and credit rating as determined by the nationally-recognized rating agencies, adjusted for lack of trading volume.
2
Represents fair value as a percentage of par value.
3
Interest rate yields used to value investment grade taxable securities based on comparable short-term taxable securities which are generally yielding approximately 3 percent.

A summary of quantitative information about assets measured at fair value on a recurring basis using Significant Unobservable Inputs (Level 3) as of December 31, 20182019 follows (in thousands):
Fair
Value
Valuation Technique(s)Unobservable InputRange
(Weighted Average)
Available for sale securities – Other debt securities$472  Discounted cash flows
1
Interest rate spread7.08%-7.08% (7.08%)
3
94.40%-94.40% (94.40%)
2
Residential mortgage loans held for sale8,313  Quoted prices of loans sold in securitization transactions, with a liquidity discount appliedLiquidity discount applied to the market value of mortgage loans qualifying for sale to U.S. government agencies.95.23%
1Discounted cash flows developed using discount rates primarily based on reference to interest rate spreads for comparable securities of similar duration and credit rating as determined by the nationally-recognized rating agencies, adjusted for lack of trading volume
2Represents fair value as a percentage of par value.
3Interest rate yields used to value investment grade taxable securities based on comparable short-term taxable securities which are generally yielding less than 3 percent.



- 98 -

  
Fair
Value
 Valuation Technique(s) Unobservable Input 
Range
(Weighted Average)
 
          
Available for sale securities – Other debt securities 472
 Discounted cash flows
1 
Interest rate spread 7.88%-7.88% (7.88%)
3 
94.44%-94.44% (94.44%)
2 
Residential mortgage loans held for sale 15,207
 Quoted prices of loans sold in securitization transactions, with a liquidity discount applied Liquidity discount applied to the market value of mortgage loans qualifying for sale to U.S. government agencies. 92.38% 
1

Discounted cash flows developed using discount rates primarily based on reference to interest rate spreads for comparable securities of similar duration and credit rating as determined by the nationally-recognized rating agencies, adjusted for lack of trading volume
2
Represents fair value as a percentage of par value.
3
Interest rate yields used to value investment grade taxable securities based on comparable short-term taxable securities which are generally yielding less than 3 percent.





Fair Value of Assets and Liabilities Measured on a Non-Recurring Basis

Assets measured at fair value on a non-recurring basis include collateral for certain impairednonaccruing loans and real property and other assets acquired to satisfy loans, which are based primarily on comparisons to completed sales of similar assets.

The following represents the carrying value of assets measured at fair value on a non-recurring basis (and related losses) during the period. The carrying value represents only those assets with a balance at SeptemberJune 30, 20192020 for which the fair value was adjusted during the ninesix months ended SeptemberJune 30, 2019:2020:
Fair Value Adjustments for the
      Fair Value Adjustments for the Carrying Value at June 30, 2020Three Months Ended
June 30, 2020 Recognized in:
Six Months Ended
June 30, 2020 Recognized in:
Carrying Value at September 30, 2019 Three Months Ended
Sept. 30, 2019
Recognized in:
 Nine Months Ended
Sept. 30, 2019
Recognized in:
Quoted Prices
in Active Markets for Identical Instruments
Significant
Other
Observable
Inputs
Significant
Unobservable
Inputs
Gross charge-offs against allowance for loan lossesNet losses and operating expenses of repossessed assetsGross charge-offs against allowance for loan lossesNet losses (gains) and operating expenses of repossessed assets
Quoted Prices
in Active Markets for Identical Instruments
 
Significant
Other
Observable
Inputs
 
Significant
Unobservable
Inputs
 Gross charge-offs against allowance for loan losses Net losses (gains) and operating expenses of repossessed assets Gross charge-offs against allowance for loan losses Net losses (gains) and operating expenses of repossessed assets
Impaired loans$
 $79
 $9,810
 $2,644
 $
 $13,868
 $
Nonaccruing loansNonaccruing loans$—  $400  $32,448  $13,871  $—  $29,659  $—  
Real estate and other repossessed assets
 5,044
 936
 
 (979) 
 (532)Real estate and other repossessed assets—  918  400  —   —  131  
 
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 with a balance at SeptemberJune 30, 20182019 for which the fair value was adjusted during the ninesix months ended SeptemberJune 30, 2018:2019:
Fair Value Adjustments for the
 Carrying Value at June 30, 2019Three Months Ended
June 30, 2019 Recognized in:
Six Months Ended
June 30, 2019 Recognized in:
 Quoted Prices
in Active Markets for Identical Instruments
Significant
Other
Observable
Inputs
Significant
Unobservable
Inputs
Gross charge-offs against allowance for loan lossesNet losses and operating expenses of repossessed assetsGross charge-offs against allowance for loan lossesNet losses and operating expenses of repossessed assets
Nonaccruing loans$—  $—  $29,187  $11,335  $—  $20,917  $—  
Real estate and other repossessed assets—  2,642  427  —  86  —  512  
       Fair Value Adjustments for the
 Carrying Value at September 30, 2018 Three Months Ended
Sept. 30, 2018
Recognized in:
 Nine Months Ended
Sept. 30, 2018
Recognized in:
 
Quoted Prices
in Active Markets for Identical Instruments
 
Significant
Other
Observable
Inputs
 
Significant
Unobservable
Inputs
 Gross charge-offs against allowance for loan losses Net losses and operating expenses of repossessed assets Gross charge-offs against allowance for loan losses Net losses and operating expenses of repossessed assets
Impaired loans$
 $1,065
 $24,428
 $9,086
 $
 $16,279
 $
Real estate and other repossessed assets
 4,608
 6,545
 
 2,161
 
 7,388


The fair value of collateral-dependent impairednonaccruing loans secured by real estate and real estate and other repossessed assets and the related fair value adjustments are generally based on unadjusted third-party appraisals. Our appraisal review policies require appraised values to be supported by observed inputs derived principally from or corroborated by observable market data. Appraisals that are not based on observable inputs or that require significant adjustments or fair value measurements that are not based on third-party appraisals are considered to be based on significant unobservable inputs. Non-recurring fair value measurements of collateral-dependent impairednonaccruing loans and real estate and other repossessed assets based on significant unobservable inputs are generally due to estimates of current fair values between appraisal dates. Significant unobservable inputs include listing prices for the same or comparable assets, uncorroborated expert opinions or management's knowledge of the collateral or industry. Non-recurring fair value measurements of collateral dependent loans secured by mineral rights are generally determined by our internal staff of engineers on projected cash flows under current market conditions and are based on significant unobservable inputs. Projected cash flows are discounted according to risk characteristics of the underlying oil and gas properties. Assets are evaluated to demonstrate with reasonable certainty that crude oil, natural gas and natural gas liquids can be recovered from known oil and gas reservoirs under existing economic and operating conditions at current prices with existing conventional equipment, operating methods and costs. Significant unobservable inputs are developed by asset management and workout professionals and approved by senior Credit Administration executives.


- 99 -


A summary of quantitative information about Non-recurring Fair Value Measurements based on Significant Unobservable Inputs (Level 3) as of SeptemberJune 30, 20192020 follows (in thousands):
  Fair Value Valuation Technique(s) Unobservable Input 
Range
(Weighted Average)
Impaired loans $9,810
 Discounted cash flows Management knowledge of industry and non-real estate collateral including but not limited to recoverable oil and gas reserves, forward-looking commodity prices, estimated operating costs 
8% - 76% (28%)1
Real estate and other repossessed assets 936
 Appraised value, as adjusted 
Marketability adjustments off appraised value2
 75% - 89% (85%)
Fair ValueValuation Technique(s)Unobservable InputRange
(Weighted Average)
Nonaccruing loans$32,448 Discounted cash flowsManagement knowledge of industry and non-real estate collateral including but not limited to recoverable oil and gas reserves, forward-looking commodity prices, estimated operating costs
0% - 83% (35%)1
Real estate and other repossessed assets400 Represents fairAppraised value, as a percentage of the unpaid principal balance.adjusted
2
Marketability adjustments include consideration of estimated costs to sell which is approximately 10% of the fair value.off appraised value287% - 87% (87%)
Represents fair value as a percentage of the unpaid principal balance.
2 Marketability adjustments include consideration of estimated costs to sell which is approximately 10% of the fair value.

A summary of quantitative information about Non-recurring Fair Value Measurements based on Significant Unobservable Inputs (Level 3) as of SeptemberJune 30, 20182019 follows (in thousands):
  Fair Value Valuation Technique(s) Unobservable Input 
Range
(Weighted Average)
Impaired loans $24,428
 Discounted cash flows Management knowledge of industry and non-real estate collateral including but not limited to recoverable oil and gas reserves, forward-looking commodity prices, estimated operating costs 
41% - 84% (55%)1
Real estate and other repossessed assets 6,545
 Discounted cash flows Recoverable oil and gas reserves, forward-looking commodity prices, estimated operating costs N/A

Fair ValueValuation Technique(s)Unobservable InputRange
(Weighted Average)
Nonaccruing loans$29,187 Discounted cash flowsManagement knowledge of industry and non-real estate collateral including but not limited to recoverable oil and gas reserves, forward-looking commodity prices, estimated operating costs
12% - 76% (47%)1
Represents fairReal estate and other repossessed assets427 Appraised value, as a percentage of the unpaid principal balance.adjusted
Marketability adjustments off appraised value2
75% - 89% (88%)


1  Represents fair value as a percentage of the unpaid principal balance.
2 Marketability adjustments include consideration of estimated costs to sell which is approximately 10% of the fair value.


- 100 -


Fair Value of Financial Instruments

The following table presents the carrying values and estimated fair values of all financial instruments, including those financial assets and liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis as of SeptemberJune 30, 20192020 (dollars in thousands):
Carrying
Value
Estimated
Fair
Value
Quoted Prices in Active Markets for Identical Instruments (Level 1)Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Cash and due from banks$762,453  $762,453  $762,453  $—  $—  
Interest-bearing cash and cash equivalents485,319  485,319  485,319  —  —  
Trading securities:
U.S. government agency debentures4,237  4,237  —  4,237  —  
Residential agency mortgage-backed securities1,146,454  1,146,454  —  1,146,454  —  
Municipal and other tax-exempt securities22,710  22,710  —  22,710  —  
Asset-backed securities  —   —  
Other trading securities22,699  22,699  —  22,699  —  
Total trading securities1,196,105  1,196,105  —  1,196,105  —  
Investment securities:  
Municipal and other tax-exempt securities84,239  88,623  —  88,623  —  
Residential agency mortgage-backed securities9,812  10,734  —  10,734  —  
Other debt securities175,565  199,769  —  8,048  191,721  
Total investment securities269,616  299,126  —  107,405  191,721  
Allowance for credit losses(1,628) —  —  —  —  
Investment securities, net of allowance267,988  299,126  —  107,405  191,721  
Available for sale securities:  
U.S. Treasury912  912  912  —  —  
Municipal and other tax-exempt securities31,240  31,240  —  31,240  —  
Residential agency mortgage-backed securities9,147,238  9,147,238  —  9,147,238  —  
Residential non-agency mortgage-backed securities35,250  35,250  —  35,250  —  
Commercial agency mortgage-backed securities3,260,807  3,260,807  —  3,260,807  —  
Other debt securities472  472  —  —  472  
Total available for sale securities12,475,919  12,475,919  912  12,474,535  472  
Fair value option securities:
U.S. Treasury92,742  92,742  92,742  —  —  
Residential agency mortgage-backed securities629,915  629,915  —  629,915  —  
Total fair value option securities722,657  722,657  92,742  629,915  —  
Residential mortgage loans held for sale319,357  319,357  —  309,672  9,685  
Loans:  
Commercial14,158,510  14,038,257  —  —  14,038,257  
Commercial real estate4,554,144  4,558,274  —  —  4,558,274  
Paycheck protection program2,081,428  2,062,278  —  —  2,062,278  
Loans to individuals3,361,808  3,393,293  —  —  3,393,293  
Total loans24,155,890  24,052,102  —  —  24,052,102  
Allowance for loan losses(435,597) —  —  —  —  
Loans, net of allowance23,720,293  24,052,102  —  —  24,052,102  
Mortgage servicing rights97,971  97,971  —  —  97,971  
Derivative instruments with positive fair value, net of cash collateral651,553  651,553  66,207  585,346  —  
Deposits with no stated maturity31,539,554  31,539,554  —  —  31,539,554  
Time deposits2,352,760  2,367,446  —  —  2,367,446  
Other borrowed funds4,531,165  4,527,814  —  —  4,527,814  
Subordinated debentures275,973  273,293  —  273,293  —  
Derivative instruments with negative fair value, net of cash collateral610,020  610,020  —  610,020  —  

- 101 -

  
Carrying
Value
 
Estimated
Fair
Value
 Quoted Prices in Active Markets for Identical Instruments (Level 1) 
Significant Other Observable Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
Cash and due from banks $761,130
 $761,130
 $761,130
 $
 $
Interest-bearing cash and cash equivalents 465,458
 465,458
 465,458
 
 
Trading securities:          
U.S. government agency debentures 63,334
 63,334
 
 63,334
 
Residential agency mortgage-backed securities 1,480,458
 1,480,458
 
 1,480,458
 
Municipal and other tax-exempt securities 44,105
 44,105
 
 44,105
 
Asset-backed securities 36,928
 36,928
 
 36,928
 
Other trading securities 50,387
 50,387
 
 50,387
 
Total trading securities 1,675,212
 1,675,212
 
 1,675,212
 
Investment securities:  
  
      
Municipal and other tax-exempt securities 104,418
 107,647
 
 107,647
 
Residential agency mortgage-backed securities 11,125
 11,650
 
 11,650
 
Other debt securities 188,681
 204,724
 
 7,702
 197,022
Total investment securities 304,224
 324,021
 
 126,999
 197,022
Available for sale securities:  
  
      
U.S. Treasury 2,296
 2,296
 2,296
 
 
Municipal and other tax-exempt securities 1,848
 1,848
 
 1,848
 
Residential agency mortgage-backed securities 7,740,461
 7,740,461
 
 7,740,461
 
Residential non-agency mortgage-backed securities 44,803
 44,803
 
 44,803
 
Commercial agency mortgage-backed securities 3,234,671
 3,234,671
 
 3,234,671
 
Other debt securities 472
 472
 
 
 472
Total available for sale securities 11,024,551
 11,024,551
 2,296
 11,021,783
 472
Fair value option securities:          
U.S. Treasury 552,536
 552,536
 552,536
 
 
Residential agency mortgage-backed securities 1,263,862
 1,263,862
 
 1,263,862
 
Total fair value option securities 1,816,398
 1,816,398
 552,536
 1,263,862
 
Residential mortgage loans held for sale 282,487
 282,487
 
 268,919
 13,568
Loans:  
  
   
  
Commercial 14,424,625
 14,397,846
 
 
 14,397,846
Commercial real estate 4,626,057
 4,626,804
 
 
 4,626,804
Residential mortgage 2,117,303
 2,132,158
 
 
 2,132,158
Personal 1,117,382
 1,108,984
 
 
 1,108,984
Total loans 22,285,367
 22,265,792
 
 
 22,265,792
Allowance for loan losses (204,432) 
 
 
 
Loans, net of allowance 22,080,935
 22,265,792
 
 
 22,265,792
Mortgage servicing rights 193,661
 193,661
 
 
 193,661
Derivative instruments with positive fair value, net of cash collateral 352,019
 352,019
 40,491
 311,528
 
Deposits with no stated maturity 23,923,535
 23,923,535
 
 
 23,923,535
Time deposits 2,243,541
 2,241,778
 
 
 2,241,778
Other borrowed funds 10,235,385
 10,193,602
 
 
 10,193,602
Subordinated debentures 275,909
 276,393
 
 276,393
 
Derivative instruments with negative fair value, net of cash collateral 336,791
 336,791
 
 336,791
 




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 December 31, 20182019 (dollars in thousands):
Carrying
Value
Estimated
Fair
Value
Quoted Prices in Active Markets for Identical Instruments (Level 1)Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Cash and due from banks$735,836  $735,836  $735,836  $—  $—  
Interest-bearing cash and cash equivalents522,985  522,985  522,985  —  —  
Trading securities:
U.S. government agency debentures44,264  44,264  —  44,264  —  
Residential agency mortgage-backed securities1,504,651  1,504,651  —  1,504,651  —  
Municipal and other tax-exempt securities26,196  26,196  —  26,196  —  
Asset-backed securities14,084  14,084  —  14,084  —  
Other trading securities34,726  34,726  —  34,726  —  
Total trading securities1,623,921  1,623,921  —  1,623,921  —  
Investment securities:  
Municipal and other tax-exempt securities93,653  96,897  —  96,897  —  
Residential agency mortgage-backed securities10,676  11,164  —  11,164  —  
Other debt securities189,089  206,341  —  8,206  198,135  
Total investment securities293,418  314,402  —  116,267  198,135  
Available for sale securities:  
U.S. Treasury1,600  1,600  1,600  —  —  
Municipal and other tax-exempt securities1,861  1,861  —  1,861  —  
Residential agency mortgage-backed securities8,046,096  8,046,096  —  8,046,096  —  
Residential non-agency mortgage-backed securities41,609  41,609  —  41,609  —  
Commercial agency mortgage-backed securities3,178,005  3,178,005  —  3,178,005  —  
Other debt securities472  472  —  —  472  
Total available for sale securities11,269,643  11,269,643  1,600  11,267,571  472  
Fair value option securities:
U.S. Treasury9,917  9,917  9,917  —  —  
Residential agency mortgage-backed securities1,088,660  1,088,660  —  1,088,660  —  
Total fair value option securities1,098,577  1,098,577  9,917  1,088,660  —  
Residential mortgage loans held for sale182,271  182,271  —  173,958  8,313  
Loans:  
Commercial14,031,650  13,966,221  —  —  13,966,221  
Commercial real estate4,433,783  4,422,717  —  —  4,422,717  
Residential mortgage2,084,172  2,098,093  —  —  2,098,093  
Personal1,201,382  1,202,298  —  —  1,202,298  
Total loans21,750,987  21,689,329  —  —  21,689,329  
Allowance for loan losses(210,759) —  —  —  —  
Loans, net of allowance21,540,228  21,689,329  —  —  21,689,329  
Mortgage servicing rights201,886  201,886  —  —  201,886  
Derivative instruments with positive fair value, net of cash collateral323,375  323,375  8,944  314,431  —  
Deposits with no stated maturity25,403,319  25,403,319  —  —  25,403,319  
Time deposits2,217,849  2,212,467  —  —  2,212,467  
Other borrowed funds8,345,405  8,315,860  —  —  8,315,860  
Subordinated debentures275,923  284,627  —  284,627  —  
Derivative instruments with negative fair value, net of cash collateral251,128  251,128  —  251,128  —  
  
Carrying
Value
 
Estimated
Fair
Value
 Quoted Prices in Active Markets for Identical Instruments (Level 1) 
Significant Other Observable Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
Cash and due from banks $741,749
 $741,749
 $741,749
 $
 $
Interest-bearing cash and cash equivalents 401,675
 401,675
 401,675
 
 
Trading securities:          
U.S. government agency debentures 63,765
 63,765
 
 63,765
 
Residential agency mortgage-backed securities 1,791,584
 1,791,584
 
 1,791,584
 
Municipal and other tax-exempt securities 34,507
 34,507
 
 34,507
 
Asset-backed securities 42,656
 42,656
 
 42,656
 
Other trading securities 24,411
 24,411
 
 24,411
 
Total trading securities 1,956,923
 1,956,923
 
 1,956,923
 
Investment securities:  
  
      
Municipal and other tax-exempt securities 137,296
 138,562
 
 138,562
 
Residential agency mortgage-backed securities 12,612
 12,770
 
 12,770
 
Other debt securities 205,279
 215,966
 
 7,905
 208,061
Total investment securities 355,187
 367,298
 
 159,237
 208,061
Available for sale securities:  
  
      
U.S. Treasury 493
 493
 493
 
 
Municipal and other tax-exempt securities 2,864
 2,864
 
 2,864
 
Residential agency mortgage-backed securities 5,804,708
 5,804,708
 
 5,804,708
 
Residential non-agency mortgage-backed securities 59,736
 59,736
 
 59,736
 
Commercial agency mortgage-backed securities 2,953,889
 2,953,889
 
 2,953,889
 
Other debt securities 35,430
 35,430
 
 34,958
 472
Total available for sale securities 8,857,120
 8,857,120
 493
 8,856,155
 472
Fair value option securities – Residential agency mortgage-backed securities 283,235
 283,235
 
 283,235
 
Residential mortgage loans held for sale 149,221
 149,221
 
 134,014
 15,207
Loans:  
  
      
Commercial 13,636,078
 13,526,162
 
 
 13,526,162
Commercial real estate 4,764,813
 4,713,747
 
 
 4,713,747
Residential mortgage 2,230,033
 2,213,951
 
 
 2,213,951
Personal 1,025,806
 1,024,368
 
 
 1,024,368
Total loans 21,656,730
 21,478,228
 
 
 21,478,228
Allowance for loan losses (207,457) 
 
 
 
Loans, net of allowance 21,449,273
 21,478,228
 
 
 21,478,228
Mortgage servicing rights 259,254
 259,254
 
 
 259,254
Derivative instruments with positive fair value, net of cash collateral 320,929
 320,929
 44,074
 276,855
 
Deposits with no stated maturity 23,150,383
 23,150,383
 
 
 23,150,383
Time deposits 2,113,380
 2,073,538
 
 
 2,073,538
Other borrowed funds 7,142,801
 7,071,953
 
 
 7,071,953
Subordinated debentures 275,913
 261,977
 
 261,977
 
Derivative instruments with negative fair value, net of cash collateral 362,306
 362,306
 
 362,306
 


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



- 102 -


(12) Subsequent Events
(13) Subsequent Events

The Company evaluated events from the date of the consolidated financial statements on SeptemberJune 30, 20192020 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.


- 103 -



Nine-Month Financial Summary – Unaudited
Consolidated Daily Average Balances, Average Yields and Rates
(In Thousands, Except Per Share Data) Nine Months Ended
  September 30, 2019 September 30, 2018
  
Average
Balance
 
Revenue/
Expense
 
Yield/
Rate
 
Average
Balance
 
Revenue/
Expense
 
Yield/
Rate
Assets            
Interest-bearing cash and cash equivalents $524,603
 $9,879
 2.52% $1,468,904
 $19,163
 1.74%
Trading securities 1,806,438
 48,945
 3.66% 1,395,871
 38,312
 3.72%
Investment securities 326,489
 10,917
 4.46% 406,395
 11,961
 3.93%
Available for sale securities 9,695,550
 184,409
 2.60% 8,176,037
 142,387
 2.30%
Fair value option securities 1,019,182
 23,448
 3.10% 527,039
 12,627
 3.11%
Restricted equity securities 428,973
 20,419
 6.35% 342,297
 15,757
 6.14%
Residential mortgage loans held for sale 180,367
 5,308
 3.93% 208,519
 6,328
 4.09%
Loans 22,063,499
 867,722
 5.26% 17,742,288
 622,185
 4.69%
Allowance for loan losses (204,430)     (221,949)    
Loans, net of allowance 21,859,069
 867,722
 5.31% 17,520,339
 622,185
 4.75%
Total earning assets 35,840,671
 1,171,047
 4.40% 30,045,401
 868,720
 3.85%
Receivable on unsettled securities sales 1,470,217
     794,434
    
Cash and other assets 4,069,361
     2,935,660
    
Total assets $41,380,249
     $33,775,495
    
Liabilities and equity  
  
  
  
  
  
Interest-bearing deposits:  
  
  
  
  
  
Transaction $12,529,517
 $95,957
 1.02% $10,180,060
 $42,516
 0.56%
Savings 552,535
 523
 0.13% 495,954
 291
 0.08%
Time 2,204,517
 31,037
 1.88% 2,128,925
 20,910
 1.31%
Total interest-bearing deposits 15,286,569
 127,517
 1.12% 12,804,939
 63,717
 0.67%
Funds purchased and repurchase agreements 2,405,981
 36,791
 2.04% 775,504
 5,072
 0.87%
Other borrowings 7,450,707
 143,804
 2.58% 6,194,418
 88,788
 1.92%
Subordinated debentures 276,129
 11,359
 5.50% 144,692
 6,076
 5.61%
Total interest-bearing liabilities 25,419,386
 319,471
 1.68% 19,919,553
 163,653
 1.10%
Non-interest bearing demand deposits 9,876,418
     9,233,837
    
Due on unsettled securities purchases 674,909
     543,601
    
Other liabilities 789,256
     542,790
    
Total equity 4,620,280
     3,535,714
    
Total liabilities and equity $41,380,249
     $33,775,495
    
Tax-equivalent Net Interest Revenue   $851,576
 2.72%   $705,067
 2.75%
Tax-equivalent Net Interest Revenue to Earning Assets   3.20%     3.13%
Less tax-equivalent adjustment   8,946
     5,886
  
Net Interest Revenue   842,630
     699,181
  
Provision for credit losses   25,000
     (1,000)  
Other operating revenue   515,785
     480,329
  
Other operating expense   843,586
     743,523
  
Income before taxes   489,829
     436,987
  
Federal and state income taxes   99,926
     98,940
  
Net income   389,903
     338,047
  
Net income (loss) attributable to non-controlling interests   (503)     857
  
Net income attributable to BOK Financial Corp. shareholders   $390,406
     $337,190
  
Earnings Per Average Common Share Equivalent:  
  
  
  
  
  
Net income:  
  
  
  
  
  
Basic  
 $5.47
  
  
 $5.15
  
Diluted  
 $5.47
  
  
 $5.15
  
Six-Month Financial Summary – Unaudited
Consolidated Daily Average Balances, Average Yields and Rates
(In Thousands, Except Per Share Data)Six Months Ended
 June 30, 2020June 30, 2019
Average
Balance
Revenue/
Expense
Yield/
Rate
Average
Balance
Revenue/
Expense
Yield/
Rate
Assets      
Interest-bearing cash and cash equivalents$670,698  $2,505  0.75 %$536,690  $6,829  2.57 %
Trading securities1,780,875  23,328  2.66 %1,862,284  34,399  3.74 %
Investment securities275,606  6,548  4.75 %335,841  7,483  4.46 %
Available for sale securities12,072,293  138,086  2.39 %9,160,887  116,769  2.60 %
Fair value option securities1,290,119  15,818  2.46 %747,401  12,740  3.45 %
Restricted equity securities351,527  7,774  4.42 %404,673  12,861  6.36 %
Residential mortgage loans held for sale209,149  3,263  3.23 %168,702  3,417  4.05 %
Loans23,021,258  463,344  4.05 %21,885,894  578,406  5.33 %
Allowance for loan losses(308,961) (205,811) 
Loans, net of allowance22,712,297  463,344  4.10 %21,680,083  578,406  5.38 %
Total earning assets39,362,564  660,666  3.42 %34,896,561  772,904  4.48 %
Receivable on unsettled securities sales3,836,209  1,331,669  
Cash and other assets4,540,052  4,033,737  
Total assets$47,738,825  $40,261,967  
Liabilities and equity      
Interest-bearing deposits:      
Transaction$17,099,912  $45,178  0.53 %$12,223,515  $60,244  0.99 %
Savings610,245  210  0.07 %550,204  333  0.12 %
Time2,352,014  18,516  1.58 %2,180,483  20,023  1.85 %
Total interest-bearing deposits20,062,171  63,904  0.64 %14,954,202  80,600  1.09 %
Funds purchased and repurchase agreements4,816,213  12,880  0.54 %2,050,087  21,060  2.07 %
Other borrowings5,034,813  31,901  1.27 %7,107,961  94,154  2.67 %
Subordinated debentures275,940  7,172  5.23 %276,245  7,546  5.51 %
Total interest-bearing liabilities30,189,137  115,857  0.77 %24,388,495  203,360  1.68 %
Non-interest bearing demand deposits10,361,090  9,935,739  
Due on unsettled securities purchases924,377  638,829  
Other liabilities1,274,430  759,808  
Total equity4,989,791  4,539,096  
Total liabilities and equity$47,738,825  $40,261,967  
Tax-equivalent Net Interest Revenue$544,809  2.65 %$569,544  2.80 %
Tax-equivalent Net Interest Revenue to Earning Assets2.82 %3.30 %
Less tax-equivalent adjustment5,345  6,010  
Net Interest Revenue539,464  563,534  
Provision for credit losses229,092  13,000  
Other operating revenue413,012  329,335  
Other operating expense564,011  564,294  
Income before taxes159,373  315,575  
Federal and state income taxes33,103  67,530  
Net income126,270  248,045  
Net income (loss) attributable to non-controlling interests(502) (130) 
Net income attributable to BOK Financial Corp. shareholders$126,772  $248,175  
Earnings Per Average Common Share Equivalent:      
Net income:      
Basic $1.80    $3.47   
Diluted $1.80    $3.46   
Yield calculations are shown on a tax equivalent at the statutory federal and state rates for the periods presented. The yield calculations exclude security trades that have been recorded on trade date with no corresponding interest income and the unrealized gains and losses. The yield calculation also includes average loan balances for which the accrual of interest has been discontinued and are net of unearned income. Yield / rate calculations are generally based on the conventions that determine how interest income and expense is accrued.
- 104 -



Quarterly Financial Summary – Unaudited

Consolidated Daily Average Balances, Average Yields and Rates

(In Thousands, Except Per Share Data)Three Months Ended
 June 30, 2020March 31, 2020
Average
Balance
Revenue/
Expense
Yield/
Rate
Average
Balance
Revenue/
Expense
Yield/
Rate
Assets      
Interest-bearing cash and cash equivalents$619,737  $112  0.07 %$721,659  $2,393  1.33 %
Trading securities1,871,647  11,473  2.46 %1,690,104  11,855  2.89 %
Investment securities, net of allowance268,947  3,210  4.77 %282,265  3,338  4.73 %
Available for sale securities12,480,065  68,358  2.29 %11,664,521  69,728  2.48 %
Fair value option securities786,757  4,110  2.00 %1,793,480  11,708  2.67 %
Restricted equity securities273,922  1,880  2.75 %429,133  5,894  5.49 %
Residential mortgage loans held for sale288,588  2,140  3.10 %129,708  1,123  3.50 %
Loans24,099,492  217,731  3.63 %21,943,023  245,613  4.50 %
Allowance for loan losses(367,583) (250,338) 
Loans, net of allowance23,731,909  217,731  3.69 %21,692,685  245,613  4.55 %
Total earning assets40,321,572  309,014  3.12 %38,403,555  351,652  3.73 %
Receivable on unsettled securities sales4,626,307  3,046,111  
Cash and other assets4,809,152  4,270,952  
Total assets$49,757,031  $45,720,618  
Liabilities and equity      
Interest-bearing deposits:      
Transaction$18,040,170  $9,321  0.21 %$16,159,654  $35,857  0.89 %
Savings656,669  84  0.05 %563,821  126  0.09 %
Time2,464,793  8,340  1.36 %2,239,234  10,176  1.83 %
Total interest-bearing deposits21,161,632  17,745  0.34 %18,962,709  46,159  0.98 %
Funds purchased and repurchase agreements5,816,484  2,042  0.14 %3,815,941  10,838  1.14 %
Other borrowings3,527,303  4,954  0.56 %6,542,325  26,947  1.66 %
Subordinated debentures275,949  3,539  5.16 %275,932  3,633  5.30 %
Total interest-bearing liabilities30,781,368  28,280  0.37 %29,596,907  87,577  1.19 %
Non-interest bearing demand deposits11,489,322  9,232,859  
Due on unsettled securities purchases887,973  960,780  
Other liabilities1,526,754  1,022,106  
Total equity5,071,614  4,907,966  
Total liabilities and equity$49,757,031  $45,720,618  
Tax-equivalent Net Interest Revenue$280,734  2.75 %$264,075  2.54 %
Tax-equivalent Net Interest Revenue to Earning Assets2.83 %2.80 %
Less tax-equivalent adjustment2,630  2,715  
Net Interest Revenue278,104  261,360  
Provision for credit losses135,321  93,771  
Other operating revenue232,693  180,319  
Other operating expense295,387  268,624  
Income before taxes80,089  79,284  
Federal and state income taxes15,803  17,300  
Net income64,286  61,984  
Net income (loss) attributable to non-controlling interests(407) (95) 
Net income attributable to BOK Financial Corp. shareholders$64,693  $62,079  
Earnings Per Average Common Share Equivalent:      
Basic $0.92    $0.88   
Diluted $0.92    $0.88   
Quarterly Financial Summary – Unaudited
Consolidated Daily Average Balances, Average Yields and Rates
(In Thousands, Except Per Share Data) Three Months Ended
  September 30, 2019 June 30, 2019
  
Average
Balance
 
Revenue/
Expense
 
Yield/
Rate
 
Average
Balance
 
Revenue/
Expense
 
Yield/
Rate
Assets            
Interest-bearing cash and cash equivalents $500,823
 $3,050
 2.42% $535,491
 $3,432
 2.57%
Trading securities 1,696,568
 14,546
 3.49% 1,757,335
 15,609
 3.59%
Investment securities 308,090
 3,434
 4.46% 328,482
 3,621
 4.41%
Available for sale securities 10,747,439
 67,640
 2.60% 9,435,668
 59,888
 2.63%
Fair value option securities 1,553,879
 10,708
 2.79% 898,772
 7,503
 3.34%
Restricted equity securities 476,781
 7,558
 6.34% 413,812
 6,516
 6.30%
Residential mortgage loans held for sale 203,319
 1,891
 3.73% 192,102
 1,754
 3.65%
Loans 22,412,918
 289,316
 5.12% 22,004,405
 295,978
 5.39%
Allowance for loan losses (201,714)     (205,532)    
Loans, net of allowance 22,211,204
 289,316
 5.17% 21,798,873
 295,978
 5.45%
Total earning assets 37,698,103
 398,143
 4.25% 35,360,535
 394,301
 4.51%
Receivable on unsettled securities sales 1,742,794
     1,437,462
    
Cash and other assets 4,139,451
     4,046,780
    
Total assets $43,580,348
     $40,844,777
    
Liabilities and equity  
  
  
  
  
  
Interest-bearing deposits:  
  
  
  
  
  
Transaction $13,131,542
 $35,713
 1.08% $12,512,282
 $32,540
 1.04%
Savings 557,122
 190
 0.14% 558,738
 173
 0.12%
Time 2,251,800
 11,014
 1.94% 2,207,391
 10,470
 1.90%
Total interest-bearing deposits 15,940,464
 46,917
 1.17% 15,278,411
 43,183
 1.13%
Funds purchased and repurchase agreements 3,106,163
 15,731
 2.01% 2,066,950
 10,704
 2.08%
Other borrowings 8,125,023
 49,650
 2.42% 7,175,617
 47,700
 2.67%
Subordinated debentures 275,900
 3,813
 5.48% 275,887
 3,801
 5.53%
Total interest-bearing liabilities 27,447,550
 116,111
 1.68% 24,796,865
 105,388
 1.70%
Non-interest bearing demand deposits 9,759,710
     9,883,965
    
Due on unsettled securities purchases 745,893
     821,688
    
Other liabilities 847,195
     744,216
    
Total equity 4,780,000
     4,598,043
    
Total liabilities and equity $43,580,348
     $40,844,777
    
Tax-equivalent Net Interest Revenue   $282,032
 2.57%   $288,913
 2.81%
Tax-equivalent Net Interest Revenue to Earning Assets     3.01%     3.30%
Less tax-equivalent adjustment   2,936
     3,481
  
Net Interest Revenue   279,096
     285,432
  
Provision for credit losses   12,000
     5,000
  
Other operating revenue   186,450
     172,065
  
Other operating expense   279,292
     277,137
  
Income before taxes   174,254
     175,360
  
Federal and state income taxes   32,396
     37,580
  
Net income   141,858
     137,780
  
Net income (loss) attributable to non-controlling interests   (373)     217
  
Net income attributable to BOK Financial Corp. shareholders   $142,231
     $137,563
  
Earnings Per Average Common Share Equivalent:  
  
  
  
  
  
Basic  
 $2.00
  
  
 $1.93
  
Diluted  
 $2.00
  
  
 $1.93
  
Yield calculations are shown on a tax equivalent at the statutory federal and state rates for the periods presented. The yield calculations exclude security trades that have been recorded on trade date with no corresponding interest income and the unrealized gains and losses. The yield calculation also includes average loan balances for which the accrual of interest has been discontinued and are net of unearned income. Yield / rate calculations are generally based on the conventions that determine how interest income and expense is accrued.
- 105 -


Three Months Ended
December 31, 2019September 30, 2019June 30, 2019
Average BalanceRevenue /ExpenseYield / RateAverage BalanceRevenue / ExpenseYield / RateAverage BalanceRevenue / ExpenseYield / Rate
$573,203  $2,335  1.62 %$500,823  $3,050  2.42 %$535,491  $3,432  2.57 %
1,672,426  13,015  3.19 %1,696,568  14,546  3.49 %1,757,335  15,609  3.59 %
298,567  3,500  4.69 %308,090  3,434  4.46 %328,482  3,621  4.41 %
11,333,524  69,692  2.52 %10,747,439  67,640  2.60 %9,435,668  59,888  2.63 %
1,521,528  9,488  2.62 %1,553,879  10,708  2.79 %898,772  7,503  3.34 %
479,687  6,441  5.37 %476,781  7,558  6.34 %413,812  6,516  6.30 %
203,535  1,797  3.55 %203,319  1,891  3.73 %192,102  1,754  3.65 %
22,236,000  266,315  4.75 %22,412,918  289,316  5.12 %22,004,405  295,978  5.39 %
(205,417) (201,714) (205,532) 
22,030,583  266,315  4.80 %22,211,204  289,316  5.17 %21,798,873  295,978  5.45 %
38,113,053  372,583  3.93 %37,698,103  398,143  4.25 %35,360,535  394,301  4.51 %
1,973,604  1,742,794  1,437,462  
4,126,697  4,139,451  4,046,780  
$44,213,354  $43,580,348  $40,844,777  
$14,685,385  $36,897  1.00 %$13,131,542  $35,713  1.08 %$12,512,282  $32,540  1.04 %
554,605  154  0.11 %557,122  190  0.14 %558,738  173  0.12 %
2,247,717  10,970  1.94 %2,251,800  11,014  1.94 %2,207,391  10,470  1.90 %
17,487,707  48,021  1.09 %15,940,464  46,917  1.17 %15,278,411  43,183  1.13 %
4,120,610  16,212  1.56 %3,106,163  15,731  2.01 %2,066,950  10,704  2.08 %
6,247,194  31,621  2.01 %8,125,023  49,650  2.42 %7,175,617  47,700  2.67 %
275,916  3,754  5.40 %275,900  3,813  5.48 %275,887  3,801  5.53 %
28,131,427  99,608  1.40 %27,447,550  116,111  1.68 %24,796,865  105,388  1.70 %
9,612,533  9,759,710  9,883,965  
784,174  745,893  821,688  
837,732  847,195  744,216  
4,847,488  4,780,000  4,598,043  
$44,213,354  $43,580,348  $40,844,777  
$272,975  2.53 %$282,032  2.57 %$288,913  2.81 %
2.88 %3.01 %3.30 %
2,726  2,936  3,481  
270,249  279,096  285,432  
19,000  12,000  5,000  
178,585  186,450  172,065  
288,795  279,292  277,137  
141,039  174,254  175,360  
30,257  32,396  37,580  
110,782  141,858  137,780  
430  (373) 217  
$110,352  $142,231  $137,563  
 $1.56    $2.00    $1.93   
 $1.56    $2.00    $1.93   



- 106 -
Three Months Ended
March 31, 2019 December 31, 2018 September 30, 2018
Average Balance Revenue /Expense Yield / Rate Average Balance Revenue / Expense Yield / Rate Average Balance Revenue / Expense Yield / Rate
                 
$537,903
 $3,397
 2.56% $563,132
 $3,170
 2.23% $688,872
 $3,441
 1.98%
1,968,399
 18,790
 3.88% 1,929,601
 19,636
 4.10% 1,762,794
 17,419
 3.98%
343,282
 3,862
 4.50% 364,737
 3,887
 4.26% 379,566
 3,856
 4.06%
8,883,054
 56,881
 2.57% 8,704,963
 55,085
 2.51% 8,129,214
 48,916
 2.37%
594,349
 5,237
 3.62% 277,575
 2,578
 3.56% 469,398
 3,881
 3.25%
395,432
 6,345
 6.42% 362,729
 5,798
 6.39% 328,842
 5,232
 6.36%
145,040
 1,663
 4.58% 179,553
 1,795
 4.00% 207,488
 2,151
 4.27%
21,766,065
 282,428
 5.26% 21,579,331
 276,711
 5.09% 18,203,785
 220,245
 4.80%
(206,092)     (209,613)     (214,160)    
21,559,973
 282,428
 5.31% 21,369,718
 276,711
 5.14% 17,989,625
 220,245
 4.86%
34,427,432
 378,603
 4.46% 33,752,008
 368,660
 4.33% 29,955,799
 305,141
 4.04%
1,224,700
     799,548
     768,785
    
4,020,549
     3,834,187
     2,971,233
    
$39,672,681
     $38,385,743
     $33,695,817
    
                 
                 
$11,931,539
 $27,704
 0.94% $11,773,651
 $23,343
 0.79% $10,010,031
 $17,029
 0.67%
541,575
 160
 0.12% 526,275
 148
 0.11% 503,821
 108
 0.09%
2,153,277
 9,553
 1.80% 2,146,786
 8,309
 1.54% 2,097,441
 7,398
 1.40%
14,626,391
 37,417
 1.04% 14,446,712
 31,800
 0.87% 12,611,293
 24,535
 0.77%
2,033,036
 10,356
 2.07% 1,205,568
 4,135
 1.36% 1,193,583
 3,768
 1.25%
7,040,279
 46,454
 2.68% 6,361,141
 40,220
 2.51% 5,765,440
 32,036
 2.20%
275,882
 3,745
 5.51% 276,378
 3,752
 5.38% 144,702
 2,025
 5.55%
23,975,588
 97,972
 1.66% 22,289,799
 79,907
 1.42% 19,715,018
 62,364
 1.25%
9,988,088
     10,648,683
     9,325,002
    
453,937
     493,887
     544,263
    
775,574
     610,286
     496,634
    
4,479,494
     4,343,088
     3,614,900
    
$39,672,681
     $38,385,743
     $33,695,817
    
  $280,631
 2.80%   $288,753
 2.91%   $242,777
 2.79%
    3.30%     3.40%     3.21%
  2,529
     3,067
     1,894
  
  278,102
     285,686
     240,883
  
  8,000
     9,000
     4,000
  
  157,270
     136,455
     167,941
  
  287,157
     284,643
     252,617
  
  140,215
     128,498
     152,207
  
  29,950
     20,121
     34,662
  
  110,265
     108,377
     117,545
  
  (347)     (79)     289
  
  $110,612
     $108,456
     $117,256
  
                 
 
 $1.54
  
  
 $1.50
  
  
 $1.79
  
 
 $1.54
  
  
 $1.50
  
  
 $1.79
  





Quarterly Earnings Trends – Unaudited
(In thousands, except share and per share data)
 Three Months Ended
 June 30, 2020Mar. 31, 2020Dec. 31, 2019Sept. 30, 2019June 30, 2019
Interest revenue$306,384  $348,937  $369,857  $395,207  $390,820  
Interest expense28,280  87,577  99,608  116,111  105,388  
Net interest revenue278,104  261,360  270,249  279,096  285,432  
Provision for credit losses135,321  93,771  19,000  12,000  5,000  
Net interest revenue after provision for credit losses142,783  167,589  251,249  267,096  280,432  
Other operating revenue     
Brokerage and trading revenue62,022  50,779  43,843  43,840  40,526  
Transaction card revenue22,940  21,881  22,548  22,015  21,915  
Fiduciary and asset management revenue41,257  44,458  45,021  43,621  45,025  
Deposit service charges and fees22,046  26,130  27,331  28,837  28,074  
Mortgage banking revenue53,936  37,167  25,396  30,180  28,131  
Other revenue11,479  12,309  15,283  17,626  12,437  
Total fees and commissions213,680  192,724  179,422  186,119  176,108  
Other gains (losses), net6,768  (10,741) (1,649) 4,544  3,480  
Gain (loss) on derivatives, net21,885  18,420  (4,644) 3,778  11,150  
Gain (loss) on fair value option securities, net(14,459) 68,393  (8,328) 4,597  9,853  
Change in fair value of mortgage servicing rights(761) (88,480) 9,297  (12,593) (29,555) 
Gain on available for sale securities, net5,580   4,487   1,029  
Total other operating revenue232,693  180,319  178,585  186,450  172,065  
Other operating expense     
Personnel176,235  156,181  168,422  162,573  160,342  
Business promotion1,935  6,215  8,787  8,859  10,142  
Charitable contributions to BOKF Foundation3,000  —  2,000  —  1,000  
Professional fees and services12,161  12,948  13,408  12,312  13,002  
Net occupancy and equipment30,675  26,061  26,316  27,558  26,880  
Insurance5,156  4,980  5,393  4,220  6,454  
Data processing and communications32,942  32,743  31,884  31,915  29,735  
Printing, postage and supplies3,502  4,272  3,700  3,825  4,107  
Net losses and operating expenses of repossessed assets1,766  1,531  2,403  1,728  580  
Amortization of intangible assets5,190  5,094  5,225  5,064  5,138  
Mortgage banking costs15,598  10,545  14,259  14,975  11,545  
Other expense7,227  8,054  6,998  6,263  8,212  
Total other operating expense295,387  268,624  288,795  279,292  277,137  
Net income before taxes80,089  79,284  141,039  174,254  175,360  
Federal and state income taxes15,803  17,300  30,257  32,396  37,580  
Net income64,286  61,984  110,782  141,858  137,780  
Net income (loss) attributable to non-controlling interests(407) (95) 430  (373) 217  
Net income attributable to BOK Financial Corporation shareholders$64,693  $62,079  $110,352  $142,231  $137,563  
Earnings per share:     
Basic$0.92$0.88$1.56$2.00$1.93
Diluted$0.92$0.88$1.56$2.00$1.93
Average shares used in computation:
Basic69,876,043  70,123,685  70,295,899  70,596,307  70,887,063  
Diluted69,877,467  70,130,166  70,309,644  70,609,924  70,902,033  


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  Three Months Ended
  Sept. 30, 2019 June 30, 2019 Mar. 31, 2019 Dec. 31, 2018 Sept. 30, 2018
           
Interest revenue $395,207
 $390,820
 $376,074
 $365,592
 $303,247
Interest expense 116,111
 105,388
 97,972
 79,906
 62,364
Net interest revenue 279,096
 285,432
 278,102
 285,686
 240,883
Provision for credit losses 12,000
 5,000
 8,000
 9,000
 4,000
Net interest revenue after provision for credit losses 267,096
 280,432
 270,102
 276,686
 236,883
Other operating revenue  
  
  
  
  
Brokerage and trading revenue 43,840
 40,526
 31,617
 28,101
 23,086
Transaction card revenue 22,015
 21,915
 20,738
 20,664
 21,396
Fiduciary and asset management revenue 43,621
 45,025
 43,358
 43,665
 57,514
Deposit service charges and fees 28,837
 28,074
 28,243
 29,393
 27,765
Mortgage banking revenue 30,180
 28,131
 23,834
 21,880
 23,536
Other revenue 17,626
 12,437
 12,762
 16,404
 12,900
Total fees and commissions 186,119
 176,108
 160,552
 160,107
 166,197
Other gains (losses), net 4,544
 3,480
 2,976
 (8,305) 2,754
Gain (loss) on derivatives, net 3,778
 11,150
 4,667
 11,167
 (2,847)
Gain (loss) on fair value option securities, net 4,597
 9,853
 9,665
 (282) (4,385)
Change in fair value of mortgage servicing rights (12,593) (29,555) (20,666) (24,233) 5,972
Gain (loss) on available for sale securities, net 5
 1,029
 76
 (1,999) 250
Total other operating revenue 186,450
 172,065
 157,270
 136,455
 167,941
Other operating expense  
  
  
  
  
Personnel 162,573
 160,342
 169,228
 160,706
 143,531
Business promotion 8,859
 10,142
 7,874
 9,207
 7,620
Charitable contributions to BOKF Foundation 
 1,000
 
 2,846
 
Professional fees and services 12,312
 13,002
 16,139
 20,712
 13,209
Net occupancy and equipment 27,558
 26,880
 29,521
 27,780
 23,394
Insurance 4,220
 6,454
 4,839
 4,248
 6,232
Data processing and communications 31,915
 29,735
 31,449
 27,575
 31,665
Printing, postage and supplies 3,825
 4,107
 4,885
 5,232
 3,837
Net losses (gains) and operating expenses of repossessed assets 1,728
 580
 1,996
 2,581
 4,044
Amortization of intangible assets 5,064
 5,138
 5,191
 5,331
 1,603
Mortgage banking costs 14,975
 11,545
 9,906
 11,518
 11,741
Other expense 6,263
 8,212
 6,129
 6,907
 5,741
Total other operating expense 279,292
 277,137
 287,157
 284,643
 252,617
Net income before taxes 174,254
 175,360
 140,215
 128,498
 152,207
Federal and state income taxes 32,396
 37,580
 29,950
 20,121
 34,662
Net income 141,858
 137,780
 110,265
 108,377
 117,545
Net income (loss) attributable to non-controlling interests (373) 217
 (347) (79) 289
Net income attributable to BOK Financial Corporation shareholders $142,231
 $137,563
 $110,612
 $108,456
 $117,256
           
Earnings per share:  
  
  
  
  
Basic $2.00 $1.93 $1.54 $1.50 $1.79
Diluted $2.00 $1.93 $1.54 $1.50 $1.79
Average shares used in computation:          
Basic 70,596,307
 70,887,063
 71,387,070
 71,808,029
 64,901,095
Diluted 70,609,924
 70,902,033
 71,404,388
 71,833,334
 64,934,351





PART II. Other Information

Item 1. Legal Proceedings
 
See discussion of legal proceedings at Note 76 to the Consolidated Financial Statements.

Item 1A. Risk Factors
The following risk factor supplements the “Risk Factors” section in Item 1A of our 2019 Form 10-K.
Our business, financial condition, liquidity and results of operations have been, and will likely continue to be, adversely affected by the COVID-19 pandemic.

The Coronavirus Disease 2019 (“COVID-19”) pandemic has created economic and financial disruptions that have adversely affected, and are likely to continue to adversely affect, BOKF’s business, financial condition, liquidity and results of operations. The extent to which the COVID-19 pandemic will continue to negatively affect our business, financial condition, liquidity and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic, the continued effectiveness of our business continuity plan, the direct and indirect impact of the pandemic on our employees, customers, clients, counterparties and service providers, as well as other market participants, and the effectiveness of actions taken by governmental authorities and other third parties in response to the pandemic.

The spread of the COVID-19 virus and the resulting "stay at home" orders, travel restrictions, and closed schools and work places caused severe disruptions in the U.S. economy, which has in turn disrupted the business activities and operations of our customers, as well as our business and operations. The COVID-19 outbreak was first reported in Wuhan, Hubei Province, China in December 2019, and has resulted in millions of confirmed cases identified around the world, many in the U.S. As a result of the pandemic, many businesses were shut down or continue to be shut down, supply chains were interrupted, slowed, or rendered inoperable, and many individuals have become ill, quarantined, or otherwise unable to work and/or travel due to health reasons or governmental restrictions.
Specific to our operations, we face the following risks:
The pandemic, combined with pre-existing factors, including, but not limited to, international trade disputes, inflation risks, and oil price volatility, could further destabilize the financial markets and markets in which the Company operates. The resulting impacts on consumers, including the sudden increase in the unemployment rate, could cause changes in consumer and business spending, borrowing needs, and saving habits, which will likely affect the demand for loans and other products or services the Company offers, as well as the creditworthiness of potential and current borrowers.

Governmental mandates forced shutdowns of many of our customers' and vendors' facilities. While some have reopened, others may extend for indefinite periods. This may cause customers, third-party service providers, and counterparties to be unable to meet existing payment or other obligations to the Company.

The COVID-19 virus may have an adverse effect on customer deposits, the ability of our borrowers to satisfy their obligations, the demand for our loans or other products and services, or on financial markets, real estate markets, or economic growth, which could adversely affect our liquidity, financial condition and results of operations.

The Federal Reserve reduced the target federal funds rate to 0.00% to 0.25% on March 15, 2020 and announced a $700 billion quantitative easing program in response to the economic downturn caused by COVID-19. These reductions, especially if prolonged, could adversely affect our net interest income and margins, the value of mortgage servicing rights, and our profitability.

Widespread outbreaks of the COVID-19 virus in our primary geographies could adversely affect our workforce resulting in serious health issues and absenteeism. Social distancing measures enacted for working employees such as working from home, working in different locations, and working different shifts could further disrupt the workforce and normal internal control environment. This could lead to the inability to adequately meet customer needs, maintain adequate financial controls and cybersecurity controls, and meet regulatory deadlines.

The determination of the appropriate level of allowance for credit losses involves a high degree of subjectivity and requires management to make significant estimates of current expected credit losses. The COVID-19 pandemic and the
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unprecedented governmental response could make these subjective judgments even more difficult. The economic impact of the pandemic and government responses may have an adverse effect on current and forward prices for oil and natural gas, which could result in significant credit losses. The value of real estate and other collateral securing loans may also be adversely affected.

As a result of the preceding and other risks, if the COVID-19 virus continues to spread and the response to contain the pandemic is unsuccessful, the Company could experience a material adverse effect on its business, financial condition, and results of operations. These adverse impacts could lead to a material impairment of goodwill and other intangible assets assigned to our reporting units.




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 SeptemberJune 30, 2019.2020.

 
Period
 
Total Number of Shares Purchased2
 Average Price Paid per Share 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs1
 Maximum Number of Shares that May Yet Be Purchased Under the Plans
July 1 to July 31, 2019 
 $
 
 4,750,000
August 1 to August 31, 2019 311,713
 $77.23
 311,713
 4,438,287
September 1 to September 30, 2019 25,000
 $74.46
 25,000
 4,413,287
Total 336,713
  
 336,713
  
Period
Total Number of Shares Purchased2
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs1
OnMaximum Number of Shares that May Yet Be Purchased Under the Plans
April 1 to April 30, 2019, the Company's board of directors authorized the Company to repurchase up to five million shares of the Company's common stock. As of September 30, 2019, the Company had repurchased 586,713 shares under this plan. Future repurchases of the Company's common stock will vary based on market conditions, regulatory limitations and other factors.2020
— $— — 3,691,287 
2May 1 to May 31, 2020
The Company may repurchase mature shares from employees— $— — 3,691,287 
June 1 to cover the exercise price and taxes in connection with employee equity compensation.June 30, 2020— $— — 3,691,287 
Total— — 
1On April 30, 2019, the Company's board of directors authorized the Company to repurchase up to five million shares of the Company's common stock. As of June 30, 2020, the Company had repurchased 1,308,713 shares under this plan. Future repurchases of the Company's common stock will vary based on market conditions, regulatory limitations and other factors.
2The Company may repurchase mature shares from employees to cover the exercise price and taxes in connection with employee equity compensation.
Item 6. Exhibits

31.1

31.2

32

101Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Earnings, (iii) the Consolidated Statements of Changes in Equity, (iv) the Consolidated Statement of Cash Flows and (v) the Notes to Consolidated Financial Statements. The XBRL instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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

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

32Certification 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

101Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Earnings, (iii) the Consolidated Statements of Changes in Equity, (iv) the Consolidated Statement of Cash Flows and (v) the Notes to Consolidated Financial Statements. The XBRL instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.


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



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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:        October 30, 2019August 4, 2020                                                           



/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


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