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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 ended ~~September 30, 2021~~March 31, 2022


☐						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~~001-37811

BOK FINANCIAL CORP

(Exact name of registrant as specified in its charter)


Oklahoma		73-1373454
(State or other jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

Bank of Oklahoma Tower
Boston Avenue at Second Street
Tulsa,	Oklahoma	74192
(Address of Principal Executive Offices)		(Zip Code)

(918) 588-6000

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated ~~filer.~~filer, a smaller reporting company, or an emerging growth company. See ~~definition~~the definitions of ~~“accelerated~~"large accelerated filer," "accelerated filer," "smaller reporting company," and ~~large accelerated filer”~~"emerging growth company" 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: ~~68,596,764~~68,104,043 shares of common stock ($.00006 par value) as of ~~September 30, 2021.~~March 31, 2022.

BOK Financial Corporation

Form 10-Q

Quarter Ended ~~September 30, 2021~~March 31, 2022

Index


Part I. Financial Information
Management’s Discussion and Analysis (Item 2)			1
Market Risk (Item 3)			38
Controls and Procedures (Item 4)			4142
Consolidated Financial Statements – Unaudited (Item 1)			4243

Quarterly Financial Summary – Unaudited (Item 2)			9891
Quarterly Earnings Trend – Unaudited			~~100~~93

Part II. Other Information
Item 1. Legal Proceedings			~~101~~94

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			~~101~~94
Item 6. Exhibits			~~101~~94
Signatures			~~102~~95

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

Performance Summary

BOK Financial Corporation (“the Company”) reported net income of ~~$188.3~~$62.5 million or ~~$2.74~~$0.91 per diluted share for the ~~third~~first quarter of ~~2021.~~2022. Net income was ~~$154.0~~$117.3 million or ~~$2.19~~$1.71 per diluted share for the ~~third~~fourth quarter of ~~2020~~2021 and ~~$166.4~~$146.1 million or ~~$2.40~~$2.10 per diluted share for the ~~second~~first quarter of 2021. ~~Continued improvement~~Interest rate volatility driven by expectations of future Federal Reserve actions to address rising inflation as well as the the deepening conflict in ~~credit quality metrics~~Ukraine combined to significantly decrease our trading revenue, mortgage loan production volumes, and lower loan balances coupled with strength in commodity prices and a continued optimistic outlook for growth in gross domestic product and the labor markets resulted in a $23.0 million negative provision for expected credit losses in the third quarter of 2021. A $35.0 million negative provision for expected credit losses was recorded in the second quarter of 2021 and no provision for expected credit losses was recorded in the third quarter of 2020.our net mortgage servicing rights valuation.

Pre-provision net revenue ("PPNR"), a non-GAAP measure, was ~~$219.4~~$78.7 million for the ~~third~~first quarter of 2022, $135.2 million for the fourth quarter of 2021, ~~compared to $204.6~~and $163.4 million for the ~~third~~first quarter of 2020. A $31.1 million gain on sale of an alternative investment and reduced operating expenses during the third quarter of 2021 were partially offset by a $25.7 million decrease in mortgage banking revenue. PPNR improved $39.5 million over the second quarter of 2021 largely due to growth in much of our fee-based business, led by brokerage and trading and mortgage banking revenues.2021.

Highlights of the ~~third~~first quarter of ~~2021~~2022 included:

•Net interest revenue totaled ~~$280.2~~$268.4 million, ~~an increase~~a decrease of ~~$8.5~~$8.7 million ~~over~~compared to the ~~third~~fourth quarter of ~~2020.~~2021 and $12.0 million compared to the first quarter of 2021. Average earning assets were ~~$43.0~~$43.5 billion for the ~~third~~first quarter of 2022, $44.2 billion for the fourth quarter of 2021, ~~compared to $39.6~~and $44.2 billion for the third quarter of 2020, largely driven by growth in trading securities. Net interest margin was 2.66 percent for the third quarter of 2021 compared to 2.81 percent for the third quarter of 2020, largely due to a shift in earning asset mix and investment of cash flows received from maturities in the available for sale securities portfolio at lower current market rates. Net interest revenue was consistent with the secondfirst quarter of 2021. Net interest margin ~~increased 6 basis points.~~was 2.44 percent for the first quarter of 2022, 2.52 percent for the fourth quarter of 2021, and 2.62 percent for the first quarter of 2021.

•Fees and commissions revenue totaled ~~$190.4~~$97.6 million, a decrease of ~~$32.4~~$48.7 million compared to the ~~third~~fourth quarter of ~~2020. Mortgage banking revenue decreased $25.7~~2021 and $64.5 million ~~due~~compared to ~~a combination~~the first quarter of ~~lower mortgage production volume and margin compression.~~2021. Brokerage and trading revenue decreased ~~$21.6~~$41.9 million ~~largely due to a shift~~ from ~~trading revenue to net interest revenue on trading securities. These decreases were partially offset by growth in fiduciary~~the prior quarter and ~~asset management revenue, operating revenue~~$47.9 million from ~~repossessed oil and gas assets and deposit service charges. Fees and commissions revenue increased $21.0 million compared to~~ the ~~second~~first quarter of 2021, including an $11.1 million increase in trading revenue due to higher margin market opportunities and a $5.1 million increase in customer hedging revenue, primarily attributed to energy customers.2021. Mortgage banking revenue also ~~increased $5.1 million.~~decreased $4.6 million from the previous quarter and $20.5 million compared to first quarter of 2021.

•The net cost of the changes in fair value of mortgage servicing rights and related economic hedges was $8.4 million for the first quarter of 2022 compared to a net benefit of $4.7 million for the fourth quarter of 2021 and a net benefit of $4.7 million for the first quarter of 2021.

•Other operating expense totaled ~~$291.3~~$277.6 million, a decrease of ~~$5.8~~$21.9 million compared to the ~~third~~previous quarter and a decrease of $18.2 million compared to the first quarter of ~~2020. Personnel~~2021. Compared to the fourth quarter of 2021, personnel expense decreased ~~$4.0~~$15.2 million, largely due to a ~~reduction~~decrease in incentive compensation expense. Non-personnel expense decreased ~~$1.8~~$6.6 million ~~compared~~as the fourth quarter of 2021 included a $5.0 million charitable donation to the ~~third~~BOKF Foundation that did not recur in the first quarter of ~~2020~~2022. Compared to the first quarter of 2021, personnel expense decreased $13.8 million due to lower incentive compensation costs. Non-personnel expenses decreased $4.4 million as lower mortgage banking costs, other expense and ~~FDIC insurance expense~~donations to the BOKF Foundation were ~~largely~~partially offset by increased business promotion expenses, occupancy and equipment expenses, and data processing and communications expense and operating expenses on repossessed oil and gas properties. Operating expense was consistent with the second quarter of 2021 as a $3.8 million increase in personnel expense was offset by a $3.7 million decrease in non-personnel expense, primarily due to a reduction of expenses related to oil and gas properties sold during the quarter.expenses.

•Period-end outstanding loan balances totaled ~~$20.3~~$20.7 billion at ~~September 30, 2021,~~March 31, 2022, growing $469 million compared to December 31, 2021. Excluding a decrease ~~of $1.1 billion compared to June 30, 2021. Loans~~in loans originated ~~as part of~~through the Small Business Administration's Paycheck Protection Program ("PPP") ~~decreased $586~~, outstanding loan balances increased $608 million. Commercial loans increased $377 million to~~$536 million~~. ~~The remaining decrease was primarily attributed to paydowns of commercial energy loans~~ and commercial real estate ~~loans.~~loans increased $270 million. Average loan balances ~~decreased $1.3 billion~~increased $221 million compared to the prior quarter to ~~$20.8~~$20.5 billion.

•No provision for expected credit losses was necessary for the first quarter of 2022. A $17.0 million negative provision for expected credit losses was recorded in the prior quarter. The impact of continued strength in commodity prices and improved credit quality metrics was offset by higher required provision due to loan growth and changes in our economic outlook. The combined allowance for credit losses totaled ~~$306~~$283 million or ~~1.54~~1.38 percent of outstanding loans, excluding PPP loans, at ~~September 30, 2021.~~March 31, 2022. The combined allowance for credit losses was ~~$336~~$289 million or ~~1.66~~1.45 percent of outstanding loans, excluding PPP loans, at ~~June 30,~~December 31, 2021.

•Nonperforming assets not guaranteed by U.S. government agencies decreased $13 million compared to December 31, 2021. Potential problem loans decreased $53 million while other loans especially mentioned decreased $4.1 million. Net charge-offs were $6.0 million or 0.12 percent of average loans on an annualized basis for the first quarter of 2022, excluding PPP loans. Net charge-offs were 0.14 percent of average loans, excluding PPP loans, over the last four quarters. Net recoveries were $714 thousand or 0.01 percent of average loans on an annualized basis for the fourth quarter of 2021, excluding PPP loans.

- 1 -

•Nonperforming assets not guaranteed by U.S. government agencies decreased $66 million compared to June 30, 2021. Potential problem loans decreased $51 million while other loans especially mentioned increased $4.6 million. Net charge-offs were $7.8 million or 0.16 percent of average loans on an annualized basis for the third quarter of 2021, excluding PPP loans. Net charge-offs were 0.26 percent of average loans, excluding PPP loans, over the last four quarters. Net charge-offs were $15.4 million or 0.30 percent of average loans on an annualized basis for the second quarter of 2021, excluding PPP loans.

•Period-end deposits were ~~$38.5~~$39.4 billion at ~~September 30, 2021,~~March 31, 2022, a ~~$1.1~~$1.8 billion ~~increase~~decrease compared to ~~June 30, 2021.~~December 31, 2021 due to expected seasonal activity from 2021 year-end balances. Average deposits increased ~~$344~~$560 million, including a ~~$481~~$243 million increase in demand deposits and a ~~$137~~$317 million ~~decrease~~increase in interest bearing deposits. ~~Clients continued to maintain higher deposit balances during this period of economic uncertainty.~~

•The common equity Tier 1 capital ratio at ~~September 30, 2021~~March 31, 2022 was ~~12.26~~11.30 percent. Other regulatory capital ratios ~~were~~included the Tier 1 capital ratio ~~12.29~~at 11.31 percent, total capital ratio ~~13.38~~at 12.25 percent, and leverage ratio ~~8.77~~at 8.47 percent. At ~~June 30,~~December 31, 2021, the common equity Tier 1 capital ratio was ~~11.95~~12.24 percent, the Tier 1 capital ratio was ~~12.01~~12.25 percent, total capital ratio was ~~13.61~~13.29 percent, and leverage ratio was ~~8.58~~8.55 percent.

•The Company repurchased ~~478,141~~475,877 shares of common stock at an average price of ~~$85.00~~$101.02 per share in the ~~third~~first quarter of ~~2021~~2022 and ~~492,994~~128,522 shares at an average price of ~~$88.84~~$104.46 in the ~~second~~fourth quarter of 2021. We view share buybacks opportunistically, but within the context of maintaining our strong capital position.

•On August 23, 2021, the Company exercised its option to redeem all $150 million of its 5.375 percent Subordinated Notes using existing capital. The repayment of the Notes resulted in a realized loss on extinguishment of debt of $5.2 million. Redemption of the Notes will reduce annual interest expense by approximately $8.0 million.

•The Company paid a regular cash dividend of ~~$35.7~~$36.1 million or ~~$0.52~~$0.53 per common share during the ~~third~~first quarter of ~~2021.~~2022. On ~~November 2, 2021,~~May 3, 2022, the board of directors approved ~~an increase in the~~a quarterly cash dividend toof $0.53 per common share payable on or about ~~November 24, 2021~~May 25, 2022 to shareholders of record as of ~~November 15, 2021.~~May 10, 2022.

- 2 -

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 ~~$282.4~~$270.4 million for the ~~third~~first quarter of 2022, $279.2 million for the fourth quarter of 2021, and ~~$274.2~~$282.7 million for the ~~third~~first quarter of ~~2020. Net~~2021. Compared to the fourth quarter of 2021, net interest revenue increased ~~$4.0~~$3.8 million from ~~growth~~changes in ~~average~~ earning assets and ~~$4.2~~decreased $12.6 million from changes in interest rates. 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.

Average earning assets decreased $744 million compared to the fourth quarter of 2021. Average trading securities were reduced by $723 million. Average loan balances increased $221 million, largely due to growth in commercial loans. The average balance of available for sale securities, which consists largely of residential and commercial mortgage-backed securities guaranteed by U.S. government agencies decreased $155 million. We purchase securities to supplement earnings and to manage interest rate risk. Interest-bearing cash and cash equivalents decreased $158 million.

Total average deposits grew by $560 million over the fourth quarter of 2021. Funds purchased and repurchase agreements decreased $889 million while other borrowings increased $268 million.

Net interest margin was ~~2.66~~2.44 percent ~~for~~compared to 2.52 percent in the ~~third~~fourth quarter of ~~2021, compared to 2.81 percent for the third quarter of 2020.~~2021. The tax-equivalent yield on earning assets was ~~2.78~~2.58 percent, a decrease of 268 basis points. The yield on trading securities was down 18 basis points to 1.71 percent, largely due to a decrease in the weighted average coupon rate. Loan yields decreased 13 basis points to 3.57 percent. Yields related to loan fees decreased 17 basis points from the prior quarter while core loan yields increased 4 basis points. PPP loan fees of $3.9 million were recognized in the first quarter of 2022 compared to $7.7 million in the previous quarter. PPP loan fees remaining to be recognized were $3.5 million as of March 31, 2022. The available for sale securities portfolio yield increased 5 basis points to 1.77 percent. The yield on fair value option securities increased 10 basis points to 2.81 percent.

Funding costs were 0.21 percent, consistent with the prior quarter. The cost of interest bearing deposits was unchanged at 0.12 percent. The cost of other borrowed funds increased 7 basis points to 0.74 percent. The benefit to net interest margin from assets funded by non-interest liabilities was 7 basis points for the first quarter of 2022, unchanged from the prior quarter.

Compared to the first quarter of 2021, tax-equivalent net interest revenue decreased $2.1 million from a reduction in average earning assets and $10.2 million from changes in interest rates. Net interest margin was 2.44 percent for the first quarter of 2022, compared to 2.62 percent for the first quarter of 2021.

Average earning assets decreased $717 million compared to the first quarter of 2021. Average loans decreased $2.3 billion, largely due to a reduction in PPP loans combined with purposeful deleveraging by our customers as borrowers continued to pay down during this time of economic uncertainty. Available for sale securities decreased $341 million. Average trading securities increased $1.6 billion due to increased customer demand for U.S. government agency mortgage-backed securities in 2021.

Total average deposits increased $3.8 billion compared to the first quarter of 2021 as customers retained higher balances due to economic uncertainty during the height of the pandemic. Other borrowings decreased $2.2 billion while funds purchased and repurchase agreements decreased $826 million.

The tax-equivalent yield on earning assets decreased 20 basis points compared to the first quarter of 2021. The yield on trading securities decreased 35 basis points due to a lower weighted average coupon rate. The available for sale securities portfolio yield decreased 317 basis points ~~to 1.80 percent~~ as principal cash flows received from maturities of the available for sale securities portfolio ~~continue to be~~were reinvested at lower current market rates. Loan yields increased 82 basis points to 3.68 percent, largely due to increased non-use fees related to lower credit line utilization. As discussed in the Management's Discussion and Analysis - Loan section following, $15.1 million of deferred PPP loans fees remain to be recognized in future periods. The yield on trading securities increased 12 basis points to 2.043.57 percent. The yield on fair value option securities was up 7086 basis ~~points to 2.62 percent.~~points.

- 3 -

Funding costs decreased 123 basis points compared to the ~~third~~first quarter of ~~2020.~~2021. The cost of other borrowed funds ~~decreased 1~~increased 44 basis ~~point~~points and the cost of interest-bearing deposits decreased 135 basis points. The benefit to net interest margin from earning assets funded by non-interest bearing liabilities was 7 basis points for the ~~third~~first quarter of ~~2021,~~2022, a decrease of 1 basis point compared to the ~~third~~first quarter of ~~2020.~~

Average earning assets for the third quarter of 2021 increased $3.3 billion or 8 percent over the third quarter of 2020. This increase was largely due to growth in our trading of U.S. government issued mortgage-backed securities and the expansion of the available for sale securities portfolio, partially offset by a decrease in loans and fair value option securities. Average trading securities increased $5.8 billion. The average balance of available for sale securities, which consists largely of residential and commercial mortgage-backed securities guaranteed by U.S. government agencies, increased $865 million. We purchase securities to supplement earnings and to manage interest rate risk. Average loans, net of allowance for loan losses, decreased $3.3 billion, largely due to purposeful deleveraging by our customers as borrowers continue to pay down during this time of economic uncertainty combined with the reduction in PPP loans. Fair value option securities that we hold as an economic hedge against changes in the fair value of mortgage servicing rights decreased $331 million.

Average deposits increased $3.2 billion compared to the third quarter of 2020. Deposit growth is largely due to customers retaining elevated balances in the current economic environment, supplemented by the most recent government stimulus payments. Interest-bearing deposits increased $1.5 billion while demand deposit balances increased $1.7 billion. Other borrowed funds decreased $2.2 billion.

~~Tax-equivalent net interest revenue was $282.4 million, largely unchanged compared to the second quarter of~~ 2021. ~~Net interest margin was 2.66 percent compared to 2.60 percent in the second quarter of 2021.~~

Average earning assets decreased $892 million compared to the second quarter of 2021. Average loan balances decreased $1.3 billion, primarily from the payoff of PPP loans combined with energy and commercial real estate loan paydowns. Available for sale securities increased $203 million. Average trading securities grew by $187 million. Other borrowed funds decreased $1.4 billion.

The yield on average earning assets was 2.78 percent, a 3 basis point increase from the prior quarter. The loan portfolio yield increased 14 basis points to 3.68 percent, largely due to non-use fees related to lower credit line utilization. The yield on the available for sale securities portfolio decreased 5 basis points to 1.80 percent.

~~- 3 -~~

Funding costs were 0.19 percent, down 2 basis points. The cost of interest bearing deposits decreased 1 basis point to 0.13 percent. The cost of other borrowed funds was down 2 basis points to 0.30 percent. The cost of subordinated debentures decreased 24 basis points due to the redemption of $150 million in the third quarter. The benefit to net interest margin from assets funded by non-interest liabilities was 7 basis points for the third quarter of 2021, an increase of 1 basis point compared to the prior quarter.

Our overall objective is to manage the Company’s balance sheet ~~to be relatively neutral to~~for changes in interest rates as is further described in the Market Risk section of this report. Approximately ~~74%~~77 percent 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.

Table 1 -- Volume/Rate Analysis

(In thousands)


		Three Months Ended Sept. 30, 2021 / 2020						Nine Months Ended Sept. 30, 2021 / 2020							Three Months Ended Mar. 31, 2022 / Dec. 31, 2021
				Change Due To1						Change Due To1							Change Due To1
		Change		Volume		Yield/Rate		Change		Volume		Yield/Rate			Change		Volume		Yield/Rate
Tax-equivalent interest revenue:	Tax-equivalent interest revenue:													Tax-equivalent interest revenue:
Interest-bearing cash and cash equivalents	Interest-bearing cash and cash equivalents	$	78	$	45	$	33	$	(2,095)	$	151	$	(2,246)	Interest-bearing cash and cash equivalents	$	(10)	$	(66)	$	56
Trading securities	Trading securities	30,240		28,907		1,333		79,583		92,699		(13,116)		Trading securities	(3,496)		758		(4,254)
Investment securities	Investment securities	(401)		(486)		85		(1,285)		(1,546)		261		Investment securities	(186)		(205)		19
Available for sale securities	Available for sale securities	(5,042)		4,763		(9,805)		(25,459)		17,156		(42,615)		Available for sale securities	2,380		827		1,553
Fair value option securities	Fair value option securities	(1,644)		(2,060)		416		(16,564)		(16,228)		(336)		Fair value option securities	189		173		16
Restricted equity securities	Restricted equity securities	652		643		9		(4,012)		(2,110)		(1,902)		Restricted equity securities	79		195		(116)
Residential mortgage loans held for sale	Residential mortgage loans held for sale	(311)		(335)		24		(625)		(229)		(396)		Residential mortgage loans held for sale	152		130		22
Loans	Loans	(25,008)		(29,734)		4,726		(92,892)		(41,589)		(51,303)		Loans	(8,474)		16		(8,490)
Total tax-equivalent interest revenue	Total tax-equivalent interest revenue	(1,436)		1,743		(3,179)		(63,349)		48,304		(111,653)		Total tax-equivalent interest revenue	(9,366)		1,828		(11,194)
Interest expense:	Interest expense:													Interest expense:
Transaction deposits	Transaction deposits	(3,197)		754		(3,951)		(36,513)		6,435		(42,948)		Transaction deposits	246		(104)		350
Savings deposits	Savings deposits	8		24		(16)		(20)		85		(105)		Savings deposits	(23)		2		(25)
Time deposits	Time deposits	(3,804)		(842)		(2,962)		(16,089)		(3,063)		(13,026)		Time deposits	(169)		(253)		84
Funds purchased and repurchase agreements	Funds purchased and repurchase agreements	(477)		(629)		152		(11,287)		(5,029)		(6,258)		Funds purchased and repurchase agreements	(594)		(1,882)		1,288
Other borrowings	Other borrowings	(1,313)		(854)		(459)		(26,856)		(7,025)		(19,831)		Other borrowings	(1)		281		(282)
Subordinated debentures	Subordinated debentures	(890)		(733)		(157)		(1,362)		(776)		(586)		Subordinated debentures	(28)		(14)		(14)
Total interest expense	Total interest expense	(9,673)		(2,280)		(7,393)		(92,127)		(9,373)		(82,754)		Total interest expense	(569)		(1,970)		1,401
Tax-equivalent net interest revenue	Tax-equivalent net interest revenue	8,237		4,023		4,214		28,778		57,677		(28,899)		Tax-equivalent net interest revenue	(8,797)		3,798		(12,595)
Change in tax-equivalent adjustment	Change in tax-equivalent adjustment	(240)						(964)						Change in tax-equivalent adjustment	(131)
Net interest revenue	Net interest revenue	$	8,477					$	29,742					Net interest revenue	$	(8,666)

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

- 4 -

Table 1 -- Volume/Rate Analysis (continued)

(In thousands)


	Three Months Ended Mar. 31, 2022 / 2021
			Change Due To1
	Change		Volume		Yield/Rate
Tax-equivalent interest revenue:
Interest-bearing cash and cash equivalents	$	299	$	121	$	178
Trading securities	5,072		12,244		(7,172)
Investment securities	(418)		(498)		80
Available for sale securities	(662)		1,625		(2,287)
Fair value option securities	(5)		(187)		182
Restricted equity securities	(252)		(173)		(79)
Residential mortgage loans held for sale	14		(175)		189
Loans	(19,516)		(20,356)		840
Total tax-equivalent interest revenue	(15,468)		(7,399)		(8,069)
Interest expense:
Transaction deposits	(980)		235		(1,215)
Savings deposits	(13)		11		(24)
Time deposits	(1,259)		(630)		(629)
Funds purchased and repurchase agreements	3,350		(1,170)		4,520
Other borrowings	(2,184)		(2,129)		(55)
Subordinated debentures	(2,045)		(1,594)		(451)
Total interest expense	(3,131)		(5,277)		2,146
Tax-equivalent net interest revenue	(12,337)		(2,122)		(10,215)
Change in tax-equivalent adjustment	(328)
Net interest revenue	$	(12,009)

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

- 5 -

Other Operating Revenue

Other operating revenue was ~~$229.8~~$87.9 million for the ~~third~~first quarter of 2022, $157.4 million for the fourth quarter of 2021, ~~consistent with~~and $177.1 million for the third quarter of 2020. Mortgage production revenue was negatively impacted by a decline in mortgage production volumes and margin compression. Brokerage and trading revenue decreased, largely due to a shift from trading revenue to interest income from trading securities.

~~Other operating revenue increased $38.4 million compared to the second~~first quarter of 2021. ~~Higher margin market opportunities~~Recent national and ~~increased customer hedging~~international events, including rising inflation, recent actions by the Federal Reserve to increase interest rates and expectations of future increases, and the deepening conflict in Ukraine combined to ~~grow brokerage and~~significantly decrease trading revenue ~~by $18.5 million. Other gains, net, which consist primarily of gains~~ and losses on repossessed assets and alternative investments, increased $14.6 million over the previous quarter. A gain on sale of an alternative investment was partially offset by subordinated debt extinguishment costs and a loss on the sale of a repossessed oil and gas property.mortgage loan production volumes.

Table 2 – Other Operating Revenue

(In thousands)


		Three Months Ended September 30,				Increase (Decrease)				% Increase (Decrease)		Three Months Ended June 30, 2021			Increase (Decrease)				% Increase (Decrease)				Three Months Ended								Increase (Decrease)					% Increase (Decrease)				Three Months Ended Mar. 31, 2021					Increase (Decrease)					% Increase (Decrease)
		2021		2020														Mar. 31, 2022				Dec. 31, 2021
Brokerage and trading revenue	Brokerage and trading revenue	$	47,930	$	69,526			$	(21,596)			(31)		%			$	29,408		$	18,522		63		%	Brokerage and trading revenue			$	(27,079)				$	14,869			$	(41,948)				(282)	%				$	20,782			$	(47,861)	(230)	%
Transaction card revenue	Transaction card revenue	24,632		23,465		1,167				5	%	24,923			(291)				(1)	%	Transaction card revenue		24,216				24,998						(782)				(3)		%			22,430					1,786				8		%
Fiduciary and asset management revenue	Fiduciary and asset management revenue	45,248		39,931		5,317				13	%	44,832			416				1	%	Fiduciary and asset management revenue		46,399				46,872				(473)					(1)	%			41,322					5,077					12	%
Deposit service charges and fees	Deposit service charges and fees	27,429		24,286		3,143				13	%	25,861			1,568				6	%	Deposit service charges and fees		27,004				26,718				286					1	%			24,209					2,795					12	%
Mortgage banking revenue	Mortgage banking revenue	26,286		51,959		(25,673)				(49)	%	21,219			5,067				24	%	Mortgage banking revenue		16,650				21,278				(4,628)					(22)	%			37,113					(20,463)					(55)	%
Other revenue	Other revenue	18,896		13,698		5,198				38	%	23,172			(4,276)				(18)	%	Other revenue		10,445				11,586				(1,141)					(10)	%			16,296					(5,851)					(36)	%
Total fees and commissions revenue	Total fees and commissions revenue	190,421		222,865		(32,444)				(15)	%	169,415			21,006				12	%	Total fees and commissions revenue		97,635				146,321				(48,686)					(33)	%			162,152					(64,517)					(40)	%

Other gains, net		31,091		2,044		29,047				N/A		16,449			14,642				N/A
Gain (loss) on derivatives, net		(5,760)		2,354		(8,114)				N/A		18,820			(24,580)				N/A
Loss on fair value option securities, net		(120)		(754)		634				N/A		(1,627)			1,507				N/A
Other gains (losses), net																					Other gains (losses), net		(1,644)				6,081				(7,725)					N/A				10,121					(11,765)					N/A
Loss on derivatives, net																					Loss on derivatives, net		(46,981)				(4,788)				(42,193)					N/A				(27,650)					(19,331)					N/A
Gain (loss) on fair value option securities, net																					Gain (loss) on fair value option securities, net		(11,201)				1,418				(12,619)					N/A				(1,910)					(9,291)					N/A
Change in fair value of mortgage servicing rights	Change in fair value of mortgage servicing rights	12,945		3,441		9,504				N/A		(13,041)			25,986				N/A		Change in fair value of mortgage servicing rights		49,110				7,859				41,251					N/A				33,874					15,236					N/A
Gain (loss) on available for sale securities, net		1,255		(12)		1,267				N/A		1,430			(175)				N/A
Gain on available for sale securities, net																					Gain on available for sale securities, net		937				552				385					N/A				467					470					N/A

Total other operating revenue	Total other operating revenue	$	229,832	$	229,938	$	(106)			—	%	$	191,446		$	38,386			20	%	Total other operating revenue		$	87,856			$	157,443			$	(69,587)				(44)	%			$	177,054				$	(89,198)				(50)	%

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 4027 percent of total revenue for the ~~third~~first quarter of ~~2021,~~2022, 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. Interest rate volatility during the first quarter had a significant negative impact to our mortgage-related fee businesses, reducing the ratio of fees and commissions from our historical range of 35 percent to 45 percent. 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~~Many of the economic factors such as rising interest rates ~~resulting~~that we expect will result in growth in net interest revenue or fiduciary and asset management revenue may also decrease mortgage banking production volumes and related ~~trading. We~~trading, as we experienced in the first quarter of 2022. The velocity of changes in market conditions and interest rates may result in timing differences between when offsetting impacts and benefits are realized. As interest rates are expected to move higher, we expect ~~growth~~to experience increased benefits to our net interest margin, which provides an offset to reduced mortgage-related fee income. Generally, for operating revenues not as directly related to movement in ~~other operating revenue~~interest rates, we expect growth 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, decreased ~~$21.6~~$41.9 million or 31282 percent compared to the ~~third~~fourth quarter of ~~2020.~~2021 and $47.9 million or 230 percent compared to the first quarter of 2021.

- 56 -

Trading revenue includes net realized and unrealized gains and losses primarily related to ~~sales of~~ residential mortgage-backed securities guaranteed by U.S. government agencies and related derivative instruments that enable our mortgage banking customers to manage their production risk. Trading revenue also includes net realized and unrealized gains and losses on municipal securities and other financial instruments that we sell to institutional customers, along with changes in the fair value of financial instruments we hold as economic hedges against market risk of our trading securities. Trading revenue ~~was $24.1~~decreased $40.9 million ~~for~~to a net loss of $54.0 million compared to the prior quarter and decreased $57.8 million compared to first quarter of 2021. During 2021, to meet customer demand in response to expected tightening by the Federal Reserve and increasing rates, we increased the trading volume of short duration, low coupon U.S. government agency residential mortgage-backed securities, which led to record trading revenues in the third quarter of ~~2021, a $22.8 million or 49~~2021. As inflation pressure increased in the first quarter of 2022 and the conflict in Ukraine intensified, fixed income markets were disrupted, reducing the demand for these securities. As of March 31, 2022, we have reduced our exposure to these securities by approximately 70 percent ~~decrease~~ compared to the third quarter of 2020, primarily due to a shift from fee revenue to net interest revenue on trading securities. See additional discussion in "Lines of Business" section of Management's Discussion and Analysis.December 31, 2021.

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 ~~$6.9~~$10.9 million for the ~~third~~first quarter of 2022, an increase of $1.8 million over the prior quarter. Customer hedging revenue increased $8.3 million over the first quarter of 2021 ~~a $1.7 million or 20 percent decrease compared~~due to ~~the third quarter of 2020, primarily attributed to~~growth in interest rate and energy ~~customers.~~contracts. Customer hedging revenue includes credit valuation adjustments of the fair value of derivatives to reflect the risk of counterparty default.

Revenue earned from retail brokerage transactions totaled ~~$4.9~~$4.6 million for the ~~third~~first quarter of 2022, relatively unchanged compared to both the fourth quarter of 2021 ~~an increase of $1.1 million compared to the third~~and first quarter of ~~2020 due to increased trading activity.~~2021.

Investment banking, which includes fees earned upon completion of underwriting, financial advisory services and loan syndication fees, totaled ~~$9.0~~$7.7 million for the ~~third~~first quarter of ~~2021, an increase~~2022, a decrease of ~~$1.9~~$3.9 million ~~or 27 percent~~ compared to the ~~third~~fourth quarter of ~~2020,~~2021, related to the timing and volume of completed transactions.

Brokerage and trading revenue increased $18.5 million compared to the previous quarter. Higher margin market opportunities led to an $11.1 million increase in trading revenue. Customer hedging revenue increased $5.1 million, primarily attributed to energy customers. Investment banking revenue increased ~~$1.9 million, largely due to~~$866 thousand over the ~~timing~~first quarter of ~~financial advisory fees.~~

2021.

Transaction Card Revenue

Transaction card revenue totaled ~~$24.6~~$24.2 million for the ~~third~~first quarter of 2022, down slightly compared to the fourth quarter of 2021 ~~an increase of $1.2~~due to seasonal factors. Transaction card revenue increased $1.8 million or 8 percent over the ~~third~~first quarter of ~~2020,~~2021, largely due to stimulus measures and the broader reopening of the U.S. economy. ~~Transaction card revenue for the third quarter of 2021 was relatively consistent with the prior quarter.~~

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 was relatively unchanged compared to the fourth quarter of 2021 and increased ~~$5.3~~$5.1 million or 1312 percent compared to the ~~third~~first quarter of ~~2020. An~~2021, largely driven by an increase in trust and managed account fees from higher client asset ~~balances was partially offset by a decrease in mutual fund fees as the low rate environment has put pressure on our mutual fund revenue streams.~~balances. We had approximately ~~$2.9~~$2.6 million in fee waivers during the ~~third~~first quarter of ~~2021~~2022, compared to approximately ~~$1.7~~$3.0 million in fee waivers in the prior quarter and $2.8 million in the ~~third~~first quarter of ~~2020.~~2021. We have voluntarily waived certain administration fees on the Cavanal Hill money market funds in order to maintain positive yields on these funds in the current short-term interest rate environment. Fiduciary and asset management revenue was up slightly compared to the second quarter of 2021 as growth in trust and managed account fees from higher client asset balances more than offset the decrease from seasonal tax preparation fees earned in the second quarter.

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

- 67 -

Table 3 -- Assets Under Management or Administration

(In thousands)


		Three Months Ended																			Three Months Ended
		September 30, 2021						September 30, 2020						June 30, 2021							March 31, 2022						December 31, 2021						March 31, 2021
		Balance		Revenue1		Margin2		Balance		Revenue1		Margin2		Balance		Revenue1		Margin2			Balance1		Revenue2		Margin3		Balance1		Revenue2		Margin3		Balance1		Revenue2		Margin3
Managed fiduciary assets:	Managed fiduciary assets:																			Managed fiduciary assets:
Personal	Personal	$	12,259,320	$	28,176	0.92	%	$	10,238,728	$	23,008	0.90	%	$	11,973,758	$	28,634	0.96	%	Personal	$	11,292,472	$	28,331	1.00	%	$	12,739,289	$	29,633	0.93	%	$	11,369,467	$	23,608	0.83	%
Institutional	Institutional	16,589,660		7,675		0.19	%	14,210,768		6,572		0.18	%	16,339,627		7,257		0.18	%	Institutional	18,592,153		9,995		0.22	%	17,477,280		7,536		0.17	%	15,144,797		6,818		0.18	%
Total managed fiduciary assets	Total managed fiduciary assets	28,848,980		35,851		0.50	%	24,449,496		29,580		0.48	%	28,313,385		35,891		0.51	%	Total managed fiduciary assets	29,884,625		38,326		0.51	%	30,216,569		37,169		0.49	%	26,514,264		30,426		0.46	%

Non-managed assets:	Non-managed assets:																			Non-managed assets:
Fiduciary	Fiduciary	31,648,595		6,070		0.08	%	24,438,017		9,904		0.16	%	30,341,404		6,643		0.09	%	Fiduciary	31,210,695		5,107		0.07	%	34,320,264		6,647		0.08	%	29,713,004		9,286		0.13	%
Non-fiduciary	Non-fiduciary	19,187,028		3,327		0.07	%	16,794,986		447		0.01	%	19,480,250		2,298		0.05	%	Non-fiduciary	19,361,212		2,966		0.06	%	20,253,072		3,056		0.06	%	18,421,279		1,610		0.03	%
Safekeeping and brokerage assets under administration	Safekeeping and brokerage assets under administration	19,158,186		—		—	%	16,737,433		—		—	%	18,497,709		—		—	%	Safekeeping and brokerage assets under administration	20,624,823		—		—	%	20,127,816		—		—	%	17,307,641		—		—	%
Total non-managed assets	Total non-managed assets	69,993,809		9,397		0.05	%	57,970,436		10,351		0.07	%	68,319,363		8,941		0.05	%	Total non-managed assets	71,196,730		8,073		0.05	%	74,701,152		9,703		0.05	%	65,441,924		10,896		0.07	%

Total assets under management or administration	Total assets under management or administration	$	98,842,789	$	45,248	0.18	%	$	82,419,932	$	39,931	0.19	%	$	96,632,748	$	44,832	0.19	%	Total assets under management or administration	$	101,081,355	$	46,399	0.18	%	$	104,917,721	$	46,872	0.18	%	$	91,956,188	$	41,322	0.18	%

1 Assets under management or administration balance excludes $22 billion in assets under custody held by a sub-custodian where minimal revenue is recognized.

2 Fiduciary and asset management revenue includes asset-based and other fees associated with the assets.

23 Annualized revenue divided by period-end balance.

A summary of changes in assets under management or administration for the three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ follows:

Table 4 -- Changes in Assets Under Management or Administration

(In thousands)


		Three Months Ended September 30,				Three Months Ended March 31,
		2021		2020				2022		2021
Beginning balance	Beginning balance	$	96,632,748	$	79,452,502		Beginning balance	$	104,917,721	$	91,592,247
Net inflows (outflows)	Net inflows (outflows)	1,551,832		287,132			Net inflows (outflows)	(1,774,056)		(1,328,296)

Net change in fair value	Net change in fair value	658,209		2,680,298			Net change in fair value	(2,062,310)		1,692,237
Ending balance	Ending balance	$	98,842,789	$	82,419,932		Ending balance	$	101,081,355	$	91,956,188

Assets under management as of ~~September 30, 2021~~March 31, 2022 consist of 41 percent fixed income, 3938 percent equities, 1213 percent cash, and 8 percent alternative investments.

Deposit Service Charges and Fees

Deposit service charges and fees ~~increased $3.1 million~~were relatively flat compared to the ~~third~~fourth quarter of ~~2020~~2021 and ~~$1.6~~increased $2.8 million or 12 percent over the ~~second~~first quarter of 2021. Commercial accounts where lower earnings credit rates caused by the low interest rate environment have resulted in higher service charges and consumer activity has increased following the pandemic shut downs. Overdraft and non-sufficient funds fees earned primarily on consumer deposit accounts totaled $6.2 million for the first quarter of 2022, largely unchanged from the prior quarter and an increase of $1.6 million over the first quarter of 2021.

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Mortgage Banking Revenue

Mortgage banking revenue decreased ~~$25.7~~$4.6 million or 4922 percent compared to the ~~third~~fourth quarter of ~~2020.~~2021 due to lower production volume combined with narrowing margins. Interest rate volatility and continued inventory shortages have resulted in fewer refinance opportunities and heightened competitive pricing pressure. Mortgage ~~loan~~ production volume decreased ~~$431~~$93 million ~~or 41 percent largely due~~ to ~~industry-wide housing inventory constraints and overall market conditions.~~$408 million. Production revenue as a percentage of production volume, which includes unrealized gains and losses on our mortgage commitment pipeline and related hedges, ~~was 2.50 percent in the third quarter of 2021, 117~~decreased 76 basis points ~~lower than the third quarter of 2020.~~to 1.24 percent.

Mortgage banking revenue ~~increased $5.1~~decreased $20.5 million or 2455 percent ~~over~~compared to the ~~second~~first quarter of 2021. ~~While mortgage~~Mortgage loan production volume decreased ~~$28~~$442 million or 52 percent largely due to ~~$615 million, production~~industry-wide housing inventory constraints and overall market conditions. Production revenue as a percentage of production volume ~~increased 95~~decreased 174 basis ~~points.~~points compared to the first quarter of 2021.

Table 5 – Mortgage Banking Revenue

(In thousands)


		Three Months Ended September 30,						Increase (Decrease)					% Increase (Decrease)		Three Months Ended June 30, 2021					Increase (Decrease)				% Increase (Decrease)				Three Months Ended								Increase (Decrease)					% Increase (Decrease)				Three Months Ended Mar. 31, 2021					Increase (Decrease)					% Increase (Decrease)
		2021			2020													Mar. 31, 2022									Dec. 31, 2021
Mortgage production revenue	Mortgage production revenue	$	15,403		$	38,431					$	(23,028)					(60)		%			$	10,004		$	5,399		54		%	Mortgage production revenue			$	5,055				$	10,018			$	(4,963)				(50)	%				$	25,287			$	(20,232)	(80)	%

Mortgage loans funded for sale	Mortgage loans funded for sale	$	652,336		$	1,032,472									$	754,893										Mortgage loans funded for sale		$	418,866			$	568,507												$	843,053
Add: Current period end outstanding commitments	Add: Current period end outstanding commitments	239,066			560,493										276,154											Add: Current period end outstanding commitments		160,260				171,412													387,465
Less: Prior period end outstanding commitments	Less: Prior period end outstanding commitments	276,154			546,304										387,465											Less: Prior period end outstanding commitments		171,412				239,066													380,637
Total mortgage production volume	Total mortgage production volume	$	615,248		$	1,046,661		$	(431,413)				(41)	%	$	643,582				$	(28,334)			(4)	%	Total mortgage production volume		$	407,714			$	500,853					$	(93,139)			(19)		%			$	849,881				$	(442,167)			(52)		%

Mortgage loan refinances to mortgage loans funded for sale	Mortgage loan refinances to mortgage loans funded for sale	48		%	54		%	(600)		bps					48		%			—		bps				Mortgage loan refinances to mortgage loans funded for sale		45		%		51		%		(600)		bps							65		%			(2,000)		bps
Realized margin on funded mortgage loans	Realized margin on funded mortgage loans	2.48		%	3.52		%	(104)		bps					2.75		%			(27)		bps				Realized margin on funded mortgage loans		1.64		%		2.34		%		(70)		bps							3.10		%			(146)		bps
Production revenue as a percentage of production volume	Production revenue as a percentage of production volume	2.50		%	3.67		%	(117)		bps					1.55		%			95		bps				Production revenue as a percentage of production volume		1.24		%		2.00		%		(76)		bps							2.98		%			(174)		bps
Primary mortgage interest rates:	Primary mortgage interest rates:																									Primary mortgage interest rates:
Average	Average	2.87		%	2.95		%	(8)		bps					3.00		%			(13)		bps				Average		3.82		%		3.08		%		74		bps							2.88		%			94		bps
Period end	Period end	3.01		%	2.90		%	11		bps					3.02		%			(1)		bps				Period end		4.67		%		3.11		%		156		bps							3.17		%			150		bps

Mortgage servicing revenue	Mortgage servicing revenue	$	10,883		$	13,528		$	(2,645)				(20)	%	$	11,215				$	(332)			(3)	%	Mortgage servicing revenue		$	11,595			$	11,260			$	335				3	%			$	11,826				$	(231)				(2)	%
Average outstanding principal balance of mortgage loans serviced for others	Average outstanding principal balance of mortgage loans serviced for others	14,899,306			17,434,215			(2,534,909)					(15)	%	15,065,173					(165,867)				(1)	%	Average outstanding principal balance of mortgage loans serviced for others		16,155,329				15,930,480				224,849					1	%			15,723,231					432,098					3	%

Average mortgage servicing revenue rates	Average mortgage servicing revenue rates	0.29		%	0.31		%	(2)		bp					0.30		%			(1)		bp				Average mortgage servicing revenue rates		0.29		%		0.28		%		1		bp							0.31		%			(2)		bp

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

Other Revenue

Other revenue ~~increased $5.2~~decreased $1.1 million ~~over~~or 10 percent compared to the ~~third~~fourth quarter of ~~2020, primarily due~~2021. Other revenue decreased $5.9 million or 36 percent compared to ~~higher production~~the first quarter of 2021 as a result of lower operating revenue from repossessed oil and gas ~~properties; however, this was partially offset by increased operating expenses on these properties. Other revenue decreased $4.3 million compared to the second quarter of 2021~~assets due to the sale of properties during the prior year, which was largely offset by a ~~repossessed oil and gas property which resulted in lower operating revenue and expenses.~~reduction of expenses on the same properties.

- 89 -

Net gains on other assets, securities and derivatives

Other gains and losses, net ~~increased $29.0~~decreased $7.7 million compared to the ~~third~~fourth quarter of ~~2020~~2021 primarily related to changes in the fair value of rabbi trust investments that are largely offset by lower deferred compensation expense. Other gains and ~~$14.6~~losses, net decreased $11.8 million ~~over~~compared to the ~~second~~first quarter of 2021. The first quarter of 2021 included a $14.1 million gain on the sale of an ~~alternative investment resulted in~~equity interest received as part of the workout of a ~~$31.1 million gain, net of non-controlling interest, which was~~defaulted energy loan, partially offset by ~~a $5.2 million loss on the extinguishment of subordinated debentures~~additional operating expenses and a ~~$3.9 million loss on the sale~~write-down of a repossessed oil and gas ~~asset. The prior quarter included net gain on oil~~property, and ~~gas repossessed assets.~~a $3.6 million impairment of a merchant banking 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.

Table 6 - Gain (Loss) on Mortgage Servicing Rights

(In thousands)

Three Months Ended
Sept. 30, 2021 June 30, 2021 Sept. 30, 2020
Gain (loss) on mortgage hedge derivative contracts, net $ (5,829) $ 18,764 $ 2,295
Loss on fair value option securities, net (120) (1,627) (754)
Gain (loss) on economic hedge of mortgage servicing rights, net (5,949) 17,137 1,541
Gain (loss) on change in fair value of mortgage servicing rights 12,945 (13,041) 3,441
Gain on changes in fair value of mortgage servicing rights, net of economic hedges included in other operating revenue 6,996 4,096 4,982
Net interest revenue on fair value option securities1
286 341 1,565
Total economic benefit of changes in the fair value of mortgage servicing rights, net of economic hedges $ 7,282 $ 4,437 $ 6,547


	Three Months Ended
	Mar. 31, 2022		Dec. 31, 2021		Mar. 31, 2021
Loss on mortgage hedge derivative contracts, net	$	(46,694)	$	(4,862)	$	(27,705)
Gain (loss) on fair value option securities, net	(11,201)		1,418		(1,910)
Loss on economic hedge of mortgage servicing rights, net	(57,895)		(3,444)		(29,615)
Gain on change in fair value of mortgage servicing rights	49,110		7,859		33,874
Gain (loss) on changes in fair value of mortgage servicing rights, net of economic hedges included in other operating revenue	(8,785)		4,415		4,259
Net interest revenue on fair value option securities1	383		259		393
Total economic benefit (cost) of changes in the fair value of mortgage servicing rights, net of economic hedges	$	(8,402)	$	4,674	$	4,652

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

- 910 -

Other Operating Expense

Other operating expense for the ~~third~~first quarter of ~~2021~~2022 totaled ~~$291.3~~$277.6 million, a decrease of ~~$5.8~~$21.9 million compared to the ~~third~~fourth quarter of ~~2020~~2021, and ~~consistent with~~a decrease of $18.2 million compared to the ~~second~~first quarter of 2021.

Table 7 – Other Operating Expense

(In thousands)


		Three Months Ended September 30,				Increase (Decrease)				% Increase (Decrease)		Three Months Ended June 30, 2021			Increase (Decrease)				% Increase (Decrease)				Three Months Ended								Increase (Decrease)					% Increase (Decrease)				Three Months Ended Mar. 31, 2021					Increase (Decrease)					% Increase (Decrease)
		2021		2020														Mar. 31, 2022				Dec. 31, 2021
Regular compensation	Regular compensation	$	95,808	$	96,703			$	(895)			(1)		%			$	96,081		$	(273)		—		%	Regular compensation			$	96,474				$	95,708			$	766				1	%				$	97,211			$	(737)	(1)	%
Incentive compensation:	Incentive compensation:																				Incentive compensation:
Cash-based	Cash-based	54,437		49,484		4,953				10	%	45,668			8,769				19	%	Cash-based		34,444				45,610						(11,166)				(24)		%			42,259					(7,815)				(18)		%
Share-based	Share-based	1,272		9,596		(8,324)				(87)	%	251			1,021				(407)	%	Share-based		3,304				7,153				(3,849)					(54)	%			4,570					(1,266)					28	%
Deferred compensation	Deferred compensation	1,549		2,450		(901)				N/A		3,906			(2,357)				N/A		Deferred compensation		(2,124)				2,071				(4,195)					N/A				2,263					(4,387)					N/A
Total incentive compensation	Total incentive compensation	57,258		61,530		(4,272)				(7)	%	49,825			7,433				15	%	Total incentive compensation		35,624				54,834				(19,210)					(35)	%			49,092					(13,468)					(27)	%
Employee benefits	Employee benefits	22,797		21,627		1,170				5	%	26,129			(3,332)				(13)	%	Employee benefits		27,130				23,932				3,198					13	%			26,707					423					2	%
Total personnel expense	Total personnel expense	175,863		179,860		(3,997)				(2)	%	172,035			3,828				2	%	Total personnel expense		159,228				174,474				(15,246)					(9)	%			173,010					(13,782)					(8)	%
Business promotion	Business promotion	4,939		2,633		2,306				88	%	2,744			2,195				80	%	Business promotion		6,513				6,452				61					1	%			2,154					4,359					202	%

Charitable contributions to BOKF Foundation																					Charitable contributions to BOKF Foundation		—				5,000				(5,000)					N/A				4,000					(4,000)					N/A
Professional fees and services	Professional fees and services	12,436		14,074		(1,638)				(12)	%	12,361			75				1	%	Professional fees and services		11,413				14,129				(2,716)					(19)	%			11,980					(567)					(5)	%
Net occupancy and equipment	Net occupancy and equipment	28,395		28,111		284				1	%	26,633			1,762				7	%	Net occupancy and equipment		30,855				26,897				3,958					15	%			26,662					4,193					16	%
Insurance	Insurance	3,712		5,848		(2,136)				(37)	%	3,660			52				1	%	Insurance		4,283				3,889				394					10	%			4,620					(337)					(7)	%
Data processing and communications	Data processing and communications	38,371		34,751		3,620				10	%	36,418			1,953				5	%	Data processing and communications		39,836				39,358				478					1	%			37,467					2,369					6	%
Printing, postage and supplies	Printing, postage and supplies	3,558		3,482		76				2	%	4,285			(727)				(17)	%	Printing, postage and supplies		3,689				2,935				754					26	%			3,440					249					7	%
Amortization of intangible assets	Amortization of intangible assets	4,488		5,071		(583)				(12)	%	4,578			(90)				(2)	%	Amortization of intangible assets		3,964				4,438				(474)					(11)	%			4,807					(843)					(18)	%
Mortgage banking costs	Mortgage banking costs	8,962		15,803		(6,841)				(43)	%	11,126			(2,164)				(19)	%	Mortgage banking costs		7,877				8,667				(790)					(9)	%			13,943					(6,066)					(44)	%
Other expense	Other expense	10,553		7,411		3,142				42	%	17,312			(6,759)				(39)	%	Other expense		9,960				13,256				(3,296)					(25)	%			13,701					(3,741)					(27)	%
Total other operating expense	Total other operating expense	$	291,277	$	297,044	$	(5,767)			(2)	%	$	291,152		$	125			—	%	Total other operating expense		$	277,618			$	299,495			$	(21,877)				(7)	%			$	295,784				$	(18,166)				(6)	%

Average number of employees (full-time equivalent)	Average number of employees (full-time equivalent)	4,794		4,926		(132)				(3)	%	4,817			(23)				—	%	Average number of employees (full-time equivalent)		4,712				4,711				1					—	%			4,902					(190)					(4)	%

Certain percentage increases (decreases) are not meaningful for comparison purposes.

Personnel expense

Personnel expense decreased ~~$4.0~~$15.2 million compared to the ~~third~~fourth quarter of ~~2020. Incentive compensation decreased $4.3 million. Share-based~~2021. Cash-based incentive compensation expense decreased ~~$8.3~~$11.2 million ~~based on changes~~from elevated levels in assumptions of certain performance-based equity awards. This was partially offset by a $5.0 million increase in cash based incentive compensation expense related to strong revenue growth. Employee benefits increased $1.2 million primarily due to increased healthcare costs.

~~Personnel expense increased $3.8 million over~~ the ~~second~~fourth quarter of 2021. ~~Cash based incentive compensation expense increased $8.8 million, primarily in relation to increased trading revenue.~~ Deferred compensation expense, which is largely offset by a decrease in the value of related investments included in Other gains (losses), net, decreased ~~$2.4~~$4.2 million. Share-based compensation expense decreased $3.8 million resulting from changes in vesting assumptions. Employee benefits expense ~~decreased $3.3~~increased $3.2 million due to ~~reduced~~a seasonal increase in payroll taxes and retirement plan costs, partially offset by a decrease in employee healthcare costs.

Personnel expense decreased $13.8 million compared to the first quarter of 2021. Cash-based incentive compensation decreased $7.8 million primarily due to reduced trading revenues. Deferred compensation expense decreased $4.4 million; however, this is largely offset by a decrease in the value of related investments included in Other gains (losses), net. Share-based compensation expense decreased $1.3 million based on changes in vesting assumptions of certain performance-based equity awards. Regular compensation expense was relatively consistent with the first quarter of 2021 as the impact of annual standard merit increases was dampened by a decrease in the number of employees.

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Non-personnel operating expense

Non-personnel expense decreased $6.6 million compared to the fourth quarter of 2021. The prior quarter included a $5.0 million charitable contribution to the BOKF Foundation. Decreases in professional fees and services expense and other expense were partially offset by an increase in occupancy and equipment expense.

Non-personnel operating expense decreased ~~$1.8~~$4.4 million compared to the ~~third~~first quarter of ~~2020.~~2021. Mortgage banking costs decreased ~~$6.8~~$6.1 million, largely due to a decrease in prepayments combined with lower accruals related to default servicing and loss mitigation costs on loans serviced for ~~others combined with~~others. The first quarter of 2021 also included a ~~decrease~~$4.0 million charitable contribution to the BOKF Foundation that did not recur in ~~prepayments. Expense associated with FDIC insurance~~the first quarter of 2022. Other expense decreased ~~$2.1~~$3.7 million as a result of lower operating expense from repossessed oil and gas assets due to the ~~Company's risk profile~~sale of certain repossessed oil and ~~liquidity improved. Professional fees~~gas properties during the second and ~~services expense~~third quarters of 2021; however, this was offset by decreased ~~$1.6 million.~~revenue from these same properties. These expense decreases were offset by a ~~$3.6~~$4.4 million increase in business promotion expense as advertising and travel expenses have returned to pre-pandemic levels, an increase of $4.2 million in net occupancy and equipment expense, and a $2.4 million increase in data processing and communications expense ~~primarily~~ due to continued investment in technology ~~upgrades, an increase of $3.1 million in other expense, largely due to operating expenses on repossessed oil and gas properties, and a $2.3 million increase in business promotion expense.~~

Non-personnel expense decreased $3.7 million compared to the second quarter of 2021. Other expense decreased $6.8 million as a result of lower operating expenses on repossessed assets. Mortgage banking costs decreased $2.2 million due to slower repayments. These decreases were partially offset by a $2.2 million increase in business promotion costs, a $2.0 million increase in data processing and communications expense and a $1.8 million increase in occupancy and equipment expense.upgrades.

Income Taxes

The effective tax rate was ~~22.4~~20.6 percent for the ~~third~~first quarter of 2022, 22.7 percent for the first quarter of 2021 ~~24.7~~and 22.9 percent for the ~~third quarter of 2020 and 22.5 percent for the second~~fourth quarter of 2021. The effective rate for the ~~third~~first quarter of ~~2020 was higher~~2022 decreased compared to ~~third~~fourth quarter of 2021 primarily due to ~~an increase~~the decrease in ~~forecasted pre-tax~~net income ~~for third quarter of 2020 and the completion of 2019~~before tax ~~returns.~~relative to increased excess tax benefits from vested share-based compensation. Income tax expense for the ~~third~~first quarter of ~~2021~~2022 ~~increased~~decreased $~~5.6~~18.6 million compared to the ~~second~~fourth quarter of 2021, primarily due to the ~~increase~~decrease in net income before tax for the ~~third~~first quarter of ~~2021~~2022.

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.

We allocate resources and evaluate the performance of our lines of business using the net direct contribution, which includes the allocation of funds ~~actual~~and capital costs. Credit costs are attributed to the lines of business based on net loans charged off or recovered. The difference between credit costs attributed to the lines of business and the consolidated provision for credit losses ~~and capital costs.~~is attributed to Funds Management. In addition, we measure the performance of our business lines after ~~allocation~~allocations of certain indirect expenses and taxes based on statutory rates.

The cost of funds borrowed from the Funds Management unit by the operating lines of business is ~~updated annually at the beginning of the year and~~ 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~~wholesale borrowing rates or interest rate swap rates, adjusted for prepayment risk and liquidity risk. This method of transfer-pricing funds that ~~supports~~support assets of the operating lines of business tends to insulate them from interest rate risk.

- 12 -

The value of funds provided by the operating lines of business to the Funds Management unit is ~~updated annually at the beginning of the year and 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~~a proxy of wholesale borrowing rates 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~~wholesale funding rate and a moving average of an ~~intermediate-term~~intermediate term swap rate, with an appropriate spread applied to both. Shorter duration products are weighted towards the ~~short-term LIBOR rate~~short term wholesale funding rates and longer duration products are weighted towards the ~~intermediate-term~~intermediate swap rates. The expected duration ranges from 30 days for certain rate-sensitive deposits to five years.

~~- 11 -~~

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 ~~increased $23.4~~decreased $41.4 million compared to the ~~third~~fourth quarter of ~~2020.~~ 2021. Net interest revenue decreased $9.4 million, primarily due to a reduction in loan fees and two fewer days in the quarter. Net charge-offs increased $7.2 million. Other operating revenue decreased $36.4 million primarily due to the impact of interest rate volatility on our trading activities, mortgage banking revenue and mortgage servicing rights valuation. Operating expense decreased $13.0 million, primarily attributable to reduced incentive compensation expense.

Net interest revenue increased by ~~$10.5~~$20.7 million compared to the prior year, primarily driven by an increase in the ~~shift from fee revenue~~spread on deposits sold to ~~net interest revenue on trading securities.~~our Funds Management unit. Net charge-offs decreased ~~$19.0~~$8.7 million compared to the ~~third~~first quarter of ~~2020.~~2021. Other operating revenue ~~increased~~decreased by ~~$3.8 million. An increase in other gains (losses), net,~~$48.6 million primarily ~~from the $31.1 million gain recognized on the sale of an alternative investment, positively impacted other operating~~due to incurred trading losses and reduced mortgage banking revenue. ~~This was~~These decreases were partially offset by ~~a $25.6 million decrease~~increases in ~~mortgage banking~~other revenue, fiduciary and asset management revenue, deposit service charges and fees, and transaction card revenue. Operating expense decreased ~~$3.7~~$12.8 million compared to the ~~third~~first quarter of ~~2020,~~2021, mainly from reduced mortgage banking costs in Consumer ~~Banking.~~

Net interest revenue increased $8.4 million compared to the second quarter of 2021, primarily due to favorable costs on funds borrowed from the Funds Management unit. Other operating revenue increased $52.7 million. Growth in our fee-based business, led by brokerageBanking and trading and mortgage banking revenues, was supplemented by the gain on sale of a merchant banking alternative investment in the third quarter of 2021. Net income attributable to our Funds Management unit was positively impacted by lower interest rates on the transfer pricing of funds provided by the operating segments.reduced incentive compensation expense.

Table 8 -- Net Income by Line of Business

(In thousands)


		Three Months Ended September 30,				Increase (Decrease)				% Increase (Decrease)		Three Months Ended June 30, 2021			Increase (Decrease)				% Increase (Decrease)				Three Months Ended								Increase (Decrease)					% Increase (Decrease)				Three Months Ended Mar. 31, 2021					Increase (Decrease)					% Increase (Decrease)
		2021		2020														Mar. 31, 2022				Dec. 31, 2021
Commercial Banking	Commercial Banking	$	102,694	$	75,097			$	27,597			37		%			$	72,632		$	30,062		41		%	Commercial Banking			$	82,344				$	83,514			$	(1,170)				(1)	%				$	69,673			$	12,671	18	%
Consumer Banking	Consumer Banking	12,432		26,855		(14,423)				(54)	%	1,698			10,734				632	%	Consumer Banking		(7,317)				6,810						(14,127)				(207)		%			6,948					(14,265)				(205)		%
Wealth Management	Wealth Management	41,406		31,212		10,194				33	%	31,061			10,345				33	%	Wealth Management		(4,419)				21,700				(26,119)					(120)	%			19,382					(23,801)					(123)	%
Subtotal	Subtotal	156,532		133,164		23,368				18	%	105,391			51,141				49	%	Subtotal		70,608				112,024				(41,416)					(37)	%			96,003					(25,395)					(26)	%
Funds Management and other	Funds Management and other	31,790		20,870		10,920				N/A		61,030			(29,240)				N/A		Funds Management and other		(8,120)				5,294				(13,414)					N/A				50,057					(58,177)					N/A
Total	Total	$	188,322	$	154,034	$	34,288			22	%	$	166,421		$	21,901			13	%	Total		$	62,488			$	117,318			$	(54,830)				(47)	%			$	146,060				$	(83,572)				(57)	%

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 ~~$102.7~~$82.3 million to consolidated net income in the ~~third~~first quarter of ~~2021, an increase~~2022, a decrease of ~~$27.6~~$1.2 million or 371 percent compared to the ~~third~~fourth quarter of ~~2020. Other gains, net, increased $34.1~~2021 and an increase of $12.7 million ~~primarily from~~over the ~~gain recognized on the sale of a merchant banking alternative investment in the third~~first quarter of 2021.

Table 9 -- Commercial Banking

(Dollars in thousands)


		Three Months Ended September 30,				Increase (Decrease)				% Increase (Decrease)		Three Months Ended June 30, 2021			Increase (Decrease)				% Increase (Decrease)				Three Months Ended								Increase (Decrease)					% Increase (Decrease)				Three Months Ended Mar. 31, 2021					Increase (Decrease)					% Increase (Decrease)
		2021		2020														Mar. 31, 2022				Dec. 31, 2021
Net interest revenue from external sources	Net interest revenue from external sources	$	150,211	$	173,248			$	(23,037)			(13)		%			$	151,942		$	(1,731)		(1)		%	Net interest revenue from external sources			$	147,590				$	148,948			$	(1,358)				(1)	%				$	155,799			$	(8,209)	(5)	%
Net interest expense from internal sources	Net interest expense from internal sources	(16,107)		(23,302)		7,195				(31)	%	(21,041)			4,934				(23)	%	Net interest expense from internal sources		(10,579)				(8,225)						(2,354)				29		%			(25,794)					15,215				(59)		%
Total net interest revenue	Total net interest revenue	134,104		149,946		(15,842)				(11)	%	130,901			3,203				2	%	Total net interest revenue		137,011				140,723				(3,712)					(3)	%			130,005					7,006					5	%
Net loans charged off		2,807		22,599		(19,792)				(88)	%	16,268			(13,461)				(83)	%
Net interest revenue after net loans charged off		131,297		127,347		3,950				3	%	114,633			16,664				15	%
Net loans charged off (recovered)																					Net loans charged off (recovered)		5,343				(1,933)				7,276					(376)	%			13,985					(8,642)					(62)	%
Net interest revenue after net loans charged off (recovered)																					Net interest revenue after net loans charged off (recovered)		131,668				142,656				(10,988)					(8)	%			116,020					15,648					13	%

Fees and commissions revenue	Fees and commissions revenue	56,452		50,085		6,367				13	%	63,368			(6,916)				(11)	%	Fees and commissions revenue		56,964				57,414				(450)					(1)	%			49,847					7,117					14	%
Other gains, net		36,059		1,936		34,123				N/A		1,901			34,158				N/A
Other gains (losses), net																					Other gains (losses), net		463				629				(166)					N/A				(3,268)					3,731					N/A
Other operating revenue	Other operating revenue	92,511		52,021		40,490				78	%	65,269			27,242				42	%	Other operating revenue		57,427				58,043				(616)					(1)	%			46,579					10,848					23	%

Personnel expense	Personnel expense	41,942		40,963		979				2	%	39,848			2,094				5	%	Personnel expense		38,927				47,242				(8,315)					(18)	%			39,252					(325)					(1)	%
Non-personnel expense	Non-personnel expense	26,359		25,883		476				2	%	31,503			(5,144)				(16)	%	Non-personnel expense		26,187				27,217				(1,030)					(4)	%			27,727					(1,540)					(6)	%
Other operating expense	Other operating expense	68,301		66,846		1,455				2	%	71,351			(3,050)				(4)	%	Other operating expense		65,114				74,459				(9,345)					(13)	%			66,979					(1,865)					(3)	%

Net direct contribution	Net direct contribution	155,507		112,522		42,985				38	%	108,551			46,956				43	%	Net direct contribution		123,981				126,240				(2,259)					(2)	%			95,620					28,361					30	%
Gain on financial instruments, net		44		38		6				N/A		34			10				N/A
Gain (loss) on repossessed assets, net		(3,945)		(4,332)		387				N/A		3,565			(7,510)				N/A
Gain (loss) on financial instruments, net																					Gain (loss) on financial instruments, net		(204)				43				(247)					N/A				33					(237)					N/A
Gain on repossessed assets, net																					Gain on repossessed assets, net		1,793				646				1,147					N/A				12,737					(10,944)					N/A
Corporate expense allocations	Corporate expense allocations	11,769		5,172		6,597				128	%	12,512			(743)				(6)	%	Corporate expense allocations		16,246				12,926				3,320					26	%			12,734					3,512					28	%
Income before taxes	Income before taxes	139,837		103,056		36,781				36	%	99,638			40,199				40	%	Income before taxes		109,324				114,003				(4,679)					(4)	%			95,656					13,668					14	%
Federal and state income tax	Federal and state income tax	37,143		27,959		9,184				33	%	27,006			10,137				38	%	Federal and state income tax		26,980				30,489				(3,509)					(12)	%			25,983					997					4	%
Net income	Net income	$	102,694	$	75,097	$	27,597			37	%	$	72,632		$	30,062			41	%	Net income		$	82,344			$	83,514			$	(1,170)				(1)	%			$	69,673				$	12,671				18	%

Average assets	Average assets	$	28,474,182	$	28,000,183	$	473,999			2	%	$	28,160,594		$	313,588			1	%	Average assets		$	29,823,905			$	29,451,007			$	372,898				1	%			$	28,047,052				$	1,776,853				6	%
Average loans	Average loans	16,588,875		18,677,401		(2,088,526)				(11)	%	16,981,888			(393,013)				(2)	%	Average loans		16,696,428				16,334,695				361,733					2	%			17,522,520					(826,092)					(5)	%
Average deposits	Average deposits	17,881,673		15,375,450		2,506,223				16	%	17,049,772			831,901				5	%	Average deposits		19,595,260				19,537,285				57,975					—	%			16,130,168					3,465,092					21	%
Average invested capital	Average invested capital	2,091,844		2,230,707		(138,863)				(6)	%	2,156,566			(64,722)				(3)	%	Average invested capital		2,020,925				2,021,214				(289)					—	%			2,157,062					(136,137)					(6)	%

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 decreased ~~$15.8~~$3.7 million compared to the ~~third~~fourth quarter of ~~2020,~~2021, primarily due to reduced loan ~~balances. Net loans charged-off decreased $19.8 million.~~fees and two fewer days in the quarter.

Fees and commissions revenue ~~increased $6.4~~was consistent with the prior quarter. Operating expense decreased $9.3 million or 13 percent while operating expenses increased $1.5 million or 2 percent. An increase in production revenue from repossessed oil and gas properties of $2.8 million was partially offset by an increase in related operating expenses. Deposit service charges and fees and transaction card revenues were also up overcompared to the ~~third~~fourth quarter of ~~2020.~~2021, primarily due to a decline in incentive compensation from elevated levels in the prior quarter. Corporate expense allocations increased ~~$6.6~~$3.3 million or ~~128~~26 percent ~~compared~~primarily related to ~~the prior year.~~project resources.

~~The average~~Average outstanding balance of loans attributed to Commercial Banking ~~decreased $2.1 billion~~increased $362 million or 112 percent ~~compared to~~over the ~~third~~fourth quarter of ~~2020~~2021 to ~~$16.6~~$16.7 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.

- 1314 -

Average deposits attributed to Commercial Banking were ~~$17.9~~$19.6 billion for ~~the third~~first quarter of ~~2021,~~2022, a ~~$2.5 billion or 16 percent~~$58 million increase over the ~~third~~fourth quarter of ~~2020. Continued deposit growth is primarily due to higher balance retention by customers in the current economic environment.~~2021. See Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital for further discussion of change.

Net interest revenue increased ~~$3.2~~$7.0 million over the ~~second~~first quarter of 2021, ~~primarily due to favorable yields on deposits sold to our Funds Management unit.~~largely driven by increased deposit balances and improved spreads. Net loans charged-off decreased $8.6 million. Fees and commissions revenue ~~decreased $6.9 million and operating expense decreased $3.1~~increased $7.1 million or 414 percent compared to the ~~second~~first quarter of ~~2021. A decrease~~2021 due to growth in customer hedging revenue and an increase in revenues from processing transactions on behalf of the members of our TransFund EFT network. These increases were partially offset by reduced operating revenue from repossessed oil and gas assets due to the sale of ~~a property~~properties during the prior year, which was ~~partially~~largely offset by a ~~decrease in~~reduction of expenses on the same properties. Corporate expense allocations increased $3.5 million or 28 percent compared to the prior year related operating expenses. The property sale resulted in a net loss on repossessed assets of $3.9 million in the third quarter of 2021. Net gain (loss) on repossessed assets in the second quarter of 2021 included a $7.3 million gain on sale of repossessed oil and gas assets, partially offset by an impairment of an oil and gas property.to increased project resources.

Average loan balances decreased ~~$393 million or 2 percent and average customer deposits increased $832~~$826 million or 5 percent and average deposits increased $3.5 billion or 21 percent over the ~~second~~first quarter of 2021.

- 1415 -

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.

Consumer Banking ~~contributed $12.4~~had a net loss of $7.3 million for the first quarter of 2022, compared to ~~consolidated~~prior quarter net income ~~for the third quarter~~ of ~~2021, a decrease of $14.4~~$6.8 million, ~~compared to the third quarter of 2020,~~ largely due to lower mortgage production volumes and ~~compression of production revenue as a percentage of production volume~~narrowing margins combined with lower spreads on deposits sold to our Funds Management unit.

Table 10 -- Consumer Banking

(Dollars in thousands)


		Three Months Ended September 30,				Increase (Decrease)				% Increase (Decrease)		Three Months Ended June 30, 2021			Increase (Decrease)				% Increase (Decrease)				Three Months Ended								Increase (Decrease)					% Increase (Decrease)				Three Months Ended Mar. 31, 2021					Increase (Decrease)					% Increase (Decrease)
		2021		2020														Mar. 31, 2022				Dec. 31, 2021
Net interest revenue from external sources	Net interest revenue from external sources	$	16,967	$	15,821			$	1,146			7		%			$	17,552		$	(585)		(3)		%	Net interest revenue from external sources			$	16,915				$	16,650			$	265				2	%				$	16,686			$	229	1	%
Net interest revenue from internal sources	Net interest revenue from internal sources	10,255		17,309		(7,054)				(41)	%	7,393			2,862				39	%	Net interest revenue from internal sources		10,292				13,735						(3,443)				(25)		%			4,288					6,004				140		%
Total net interest revenue	Total net interest revenue	27,222		33,130		(5,908)				(18)	%	24,945			2,277				9	%	Total net interest revenue		27,207				30,385				(3,178)					(10)	%			20,974					6,233					30	%
Net loans charged off	Net loans charged off	928		79		849				1,075	%	425			503				118	%	Net loans charged off		1,112				1,198				(86)					(7)	%			1,136					(24)					(2)	%
Net interest revenue after net loans charged off	Net interest revenue after net loans charged off	26,294		33,051		(6,757)				(20)	%	24,520			1,774				7	%	Net interest revenue after net loans charged off		26,095				29,187				(3,092)					(11)	%			19,838					6,257					32	%

Fees and commissions revenue	Fees and commissions revenue	44,405		67,974		(23,569)				(35)	%	37,714			6,691				18	%	Fees and commissions revenue		33,977				38,944				(4,967)					(13)	%			52,300					(18,323)					(35)	%
Other losses, net	Other losses, net	(4)		(166)		162				N/A		—			(4)				N/A		Other losses, net		(16)				—				(16)					N/A				(18)					2					N/A
Other operating revenue	Other operating revenue	44,401		67,808		(23,407)				(35)	%	37,714			6,687				18	%	Other operating revenue		33,961				38,944				(4,983)					(13)	%			52,282					(18,321)					(35)	%

Personnel expense	Personnel expense	21,284		22,794		(1,510)				(7)	%	21,108			176				1	%	Personnel expense		20,984				21,689				(705)					(3)	%			21,908					(924)					(4)	%
Non-personnel expense	Non-personnel expense	28,199		36,361		(8,162)				(22)	%	31,345			(3,146)				(10)	%	Non-personnel expense		27,805				30,347				(2,542)					(8)	%			33,714					(5,909)					(18)	%
Total other operating expense	Total other operating expense	49,483		59,155		(9,672)				(16)	%	52,453			(2,970)				(6)	%	Total other operating expense		48,789				52,036				(3,247)					(6)	%			55,622					(6,833)					(12)	%

Net direct contribution	Net direct contribution	21,212		41,704		(20,492)				(49)	%	9,781			11,431				117	%	Net direct contribution		11,267				16,095				(4,828)					(30)	%			16,498					(5,231)					(32)	%
Gain (loss) on financial instruments, net		(5,949)		1,540		(7,489)				N/A		17,137			(23,086)				N/A
Loss on financial instruments, net																					Loss on financial instruments, net		(57,895)				(3,444)				(54,451)					N/A				(29,616)					(28,279)					N/A
Change in fair value of mortgage servicing rights	Change in fair value of mortgage servicing rights	12,945		3,441		9,504				N/A		(13,041)			25,986				N/A		Change in fair value of mortgage servicing rights		49,110				7,859				41,251					N/A				33,874					15,236					N/A
Gain on repossessed assets, net	Gain on repossessed assets, net	—		41		(41)				N/A		—			—				N/A		Gain on repossessed assets, net		45				44				1					N/A				41					4					N/A
Corporate expense allocations	Corporate expense allocations	11,516		10,691��		825				8	%	11,599			(83)				(1)	%	Corporate expense allocations		12,080				11,420				660					6	%			11,475					605					5	%
Income before taxes		16,692		36,035		(19,343)				(54)	%	2,278			14,414				633	%
Income (loss) before taxes																					Income (loss) before taxes		(9,553)				9,134				(18,687)					(205)	%			9,322					(18,875)					(202)	%
Federal and state income tax	Federal and state income tax	4,260		9,180		(4,920)				(54)	%	580			3,680				634	%	Federal and state income tax		(2,236)				2,324				(4,560)					(196)	%			2,374					(4,610)					(194)	%
Net income		$	12,432	$	26,855	$	(14,423)			(54)	%	$	1,698		$	10,734			632	%
Net income (loss)																					Net income (loss)		$	(7,317)			$	6,810			$	(14,127)				(207)	%			$	6,948				$	(14,265)				(205)	%

Average assets	Average assets	$	10,083,593	$	9,898,112	$	185,481			2	%	$	10,087,488		$	(3,895)			—	%	Average assets		$	10,273,890			$	10,186,797			$	87,093				1	%			$	9,755,539				$	518,351				5	%
Average loans	Average loans	1,763,705		1,825,865		(62,160)				(3)	%	1,786,242			(22,537)				(1)	%	Average loans		1,672,346				1,705,222				(32,876)					(2)	%			1,823,732					(151,386)					(8)	%
Average deposits	Average deposits	8,516,942		7,940,973		575,969				7	%	8,469,043			47,899				1	%	Average deposits		8,746,622				8,682,437				64,185					1	%			8,082,443					664,179					8	%
Average invested capital	Average invested capital	249,061		258,558		(9,497)				(4)	%	256,188			(7,127)				(3)	%	Average invested capital		255,758				249,446				6,312					3	%			256,188					(430)					—	%

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

~~- 15 -~~

Net interest revenue from Consumer Banking activities ~~declined by $5.9~~decreased $3.2 million or 1810 percent compared to the ~~third~~fourth quarter of ~~2020, primarily~~2021, mainly due to ~~a decrease in the spread~~lower spreads on deposits sold to our Funds Management unit. Average consumer deposits grew ~~$576~~$64.2 million or 1 percent over the ~~third~~fourth quarter of ~~2020 with interest-bearing transaction deposit balances increasing $378 million or 11 percent and demand deposit balances increasing $193 million or 7 percent.~~2021.

- 16 -

Operating revenue decreased $5.0 million compared to the prior quarter. Mortgage production volume decreased $93 million to $408 million and production revenue as a percentage of production volumes decreased 76 basis points resulting in a $4.7 million decrease in mortgage banking revenues. Operating expense decreased $3.2 million, primarily due to decreased professional fees and services expense and mortgage banking costs. Corporate expense allocations were consistent with the fourth quarter of 2021.

The net cost of the changes in fair value of mortgage servicing rights and related economic hedges was $8.4 million for the first quarter of 2022 compared to a net benefit of $4.7 million for the fourth quarter of 2021 and a net benefit of $4.3 million in the first quarter of 2021. Interest rate volatility affected the effectiveness of our mortgage servicing rights hedging strategy.

Net interest revenue from Consumer Banking activities increased $6.2 million or 30 percent over the first quarter of 2021, primarily due to increased deposit balances combined with an increase in the spread on deposits sold to our Funds Management unit, as well as improved loan spreads. Fees and commissions revenue decreased ~~$23.6~~$18.3 million or 35 percent compared to the ~~third~~first quarter of ~~2020.~~2021. Mortgage banking revenue decreased ~~$25.6~~$20.4 million due to lower mortgage production volume and compression in production revenue as a percentage of production volume. Deposit service charges increased ~~$1.5~~$1.7 million. Customer spending levels increased with the broader reopening of the U.S. economy, which resulted in increased overdraft fees and check card revenue compared to the prior year. Operating expense decreased ~~$9.7~~$6.8 million ~~due to a decrease in mortgage banking costs and personnel expense. Corporate expense allocations were consistent with the third quarter of 2020.~~

Changes in the fair value of mortgage servicing rights, net of economic hedges, increased pre-tax net income for the third quarter of 2021 by $7.0 million compared to a $5.0 million increase in pre-tax net income in the third quarter of 2020.

Net interest revenue from Consumer Banking activities increased $2.3 million or 9 percent compared to the second quarter of 2021, mainly due to favorable spreads on deposits sold to our Funds Management unit. Operating revenue increased $6.7 million compared the second quarter of 2021. While mortgage production volume decreased $28 million to $615 million, production revenue as a percentage of production volumes increased 95 basis points resulting in a $5.1 million increase in mortgage banking revenues. Operating expense decreased $3.0 million, primarily due to a decrease in mortgage banking costs.

- 1617 -

Wealth Management

Wealth Management ~~contributed~~had a ~~record $41.4~~net loss of $4.4 million in the first quarter of 2022 compared to ~~consolidated~~ net income of $21.7 million in the ~~third~~fourth quarter of 2021, ~~an increase~~and net income of ~~$10.2~~$19.4 million ~~or 33 percent over~~in the ~~third~~first quarter of ~~2020. Revenue attributed to the Wealth Management segment totaled $153.2 million for the third~~2021. The first quarter of ~~2021, an $18.5 million or 14 percent increase compared to the third quarter of 2020. Growth in agency residential mortgage~~2022 was impacted by a net loss on trading ~~volumes and higher margin market opportunities led to an increase in trading related revenue.~~activities.

Table 11 -- Wealth Management

(Dollars in thousands)


		Three Months Ended September 30,				Increase (Decrease)				% Increase (Decrease)		Three Months Ended June 30, 2021			Increase (Decrease)				% Increase (Decrease)				Three Months Ended								Increase (Decrease)					% Increase (Decrease)				Three Months Ended Mar. 31, 2021					Increase (Decrease)					% Increase (Decrease)
		2021		2020														Mar. 31, 2022				Dec. 31, 2021
Net interest revenue from external sources	Net interest revenue from external sources	$	55,697	$	34,098			$	21,599			63		%			$	52,966		$	2,731		5		%	Net interest revenue from external sources			$	56,231				$	57,239			$	(1,008)				(2)	%				$	48,554			$	7,677	16	%
Net interest revenue from internal sources		(501)		(11,113)		10,612				(95)	%	(673)			172				(26)	%
Net interest revenue (expense) from internal sources																					Net interest revenue (expense) from internal sources		(465)				990						(1,455)				(147)		%			(200)					(265)				133		%
Total net interest revenue	Total net interest revenue	55,196		22,985		32,211				140	%	52,293			2,903				6	%	Total net interest revenue		55,766				58,229				(2,463)					(4)	%			48,354					7,412					15	%
Net loans charged off (recovered)		(70)		(51)		(19)				37	%	(54)			(16)				30	%
Net interest revenue after net loans charged off (recovered)		55,266		23,036		32,230				140	%	52,347			2,919				6	%
Net loans recovered																					Net loans recovered		(71)				(71)				—					—	%			(29)					(42)					145	%
Net interest revenue after net loans recovered																					Net interest revenue after net loans recovered		55,837				58,300				(2,463)					(4)	%			48,383					7,454					15	%

Fees and commissions revenue	Fees and commissions revenue	97,966		111,655		(13,689)				(12)	%	78,841			19,125				24	%	Fees and commissions revenue		25,023				56,275				(31,252)					(56)	%			65,684					(40,661)					(62)	%
Other gains (losses), net	Other gains (losses), net	(78)		(503)		425				N/A		308			(386)				N/A		Other gains (losses), net		(5)				(472)				467					N/A				439					(444)					N/A
Other operating revenue	Other operating revenue	97,888		111,152		(13,264)				(12)	%	79,149			18,739				24	%	Other operating revenue		25,018				55,803				(30,785)					(55)	%			66,123					(41,105)					(62)	%

Personnel expense	Personnel expense	65,802		62,508		3,294				5	%	58,721			7,081				12	%	Personnel expense		52,894				51,871				1,023					2	%			57,414					(4,520)					(8)	%
Non-personnel expense	Non-personnel expense	21,615		20,360		1,255				6	%	20,708			907				4	%	Non-personnel expense		21,601				23,076				(1,475)					(6)	%			21,151					450					2	%
Other operating expense	Other operating expense	87,417		82,868		4,549				5	%	79,429			7,988				10	%	Other operating expense		74,495				74,947				(452)					(1)	%			78,565					(4,070)					(5)	%

Net direct contribution	Net direct contribution	65,737		51,320		14,417				28	%	52,067			13,670				26	%	Net direct contribution		6,360				39,156				(32,796)					(84)	%			35,941					(29,581)					(82)	%

Corporate expense allocations	Corporate expense allocations	10,101		9,397		704				7	%	10,343			(242)				(2)	%	Corporate expense allocations		12,062				9,971				2,091					21	%			9,887					2,175					22	%
Income before taxes		55,636		41,923		13,713				33	%	41,724			13,912				33	%
Income (loss) before taxes																					Income (loss) before taxes		(5,702)				29,185				(34,887)					(120)	%			26,054					(31,756)					(122)	%
Federal and state income tax	Federal and state income tax	14,230		10,711		3,519				33	%	10,663			3,567				33	%	Federal and state income tax		(1,283)				7,485				(8,768)					(117)	%			6,672					(7,955)					(119)	%
Net income		$	41,406	$	31,212	$	10,194			33	%	$	31,061		$	10,345			33	%
Net income (loss)																					Net income (loss)		$	(4,419)			$	21,700			$	(26,119)				(120)	%			$	19,382				$	(23,801)				(123)	%

Average assets	Average assets	$	19,109,700	$	16,204,510	$	2,905,190			18	%	$	19,201,041		$	(91,341)			—	%	Average assets		$	21,323,795			$	20,725,903			$	597,892				3	%			$	18,645,865				$	2,677,930				14	%
Average loans	Average loans	1,971,380		1,777,008		194,372				11	%	1,968,513			2,867				—	%	Average loans		2,118,780				2,065,261				53,519					3	%			1,917,973					200,807					10	%
Average deposits	Average deposits	9,120,446		9,090,116		30,330				—	%	9,695,319			(574,873)				(6)	%	Average deposits		9,619,323				9,194,019				425,304					5	%			9,706,295					(86,972)					(1)	%
Average invested capital	Average invested capital	312,148		295,245		16,903				6	%	313,355			(1,207)				—	%	Average invested capital		305,597				309,038				(3,441)					(1)	%			313,355					(7,758)					(2)	%

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

Combined net interest revenue and fee revenue decreased $33.7 million. Combined revenue from trading activities decreased $43.3 million compared to the fourth quarter of 2021, primarily due to reduced customer demand for U.S. government agency residential mortgage-backed securities. Fiduciary and asset management revenue and retail brokerage revenue were relatively consistent with the prior quarter as decreases in revenue related to assets under management or administration were offset by improved money market fund fees. Operating expense was consistent with prior quarter.

Average outstanding loans attributed to the Wealth Management segment increased $54 million or 3 percent and average Wealth Management deposits increased $425 million or 5 percent. Deposit balances began to decline in the second half of March 2022 from elevated levels in the fourth quarter of 2021.

- 18 -

Combined net interest revenue and fee revenue from ~~our agency mortgage-backed securities~~ trading activities ~~increased~~decreased by ~~$9.7~~$51.2 million or 1497 percent compared to the prior ~~year.~~year due to reduced demand for agency residential mortgage-backed securities. Fiduciary and asset management revenue increased ~~$5.3 million. Growth~~$5.2 million due to growth in trust fees and managed account fees as a result of higher client asset ~~balances, was partially offset by a combination of lower mutual fund fees and increased fee waivers.~~balances. Operating expense ~~increased $4.5~~decreased $4.1 million largely due to ~~higher~~reduced trading related incentive compensation expense.

Average loans attributed to the Wealth Management segment ~~increased $194~~grew $201 million or 1110 percent to $2.1 billion. Average Wealth Management deposits decreased $87.0 million or 1 percent.

~~- 17 -~~

Net income for Wealth Management increased $10.3 million or 33 percent compared to the second quarter of 2021. Combined net interest revenue and fee revenue increased $22.0 million. Revenue primarily from agency residential mortgage trading activity increased $15.4 million to $77.3 million due to higher margin market opportunities. Operating expense increased $8.0 million, primarily due to incentive compensation costs related to increased trading activity.

~~Average loans were consistent compared to the prior quarter and average deposits decreased $575 million or 6 percent.~~

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 ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.

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 ~~$145 million~~$4.2 billion to ~~$5.6~~$4.9 billion during the ~~third~~first quarter of ~~2021.~~2022. 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 ~~September 30, 2021,~~March 31, 2022, the carrying value of investment (held-to-maturity) securities was ~~$216~~$184 million, including a ~~$470~~$633 thousand allowance for expected credit losses compared to ~~$221~~$210 million at ~~June 30,~~December 31, 2021 with a ~~$493~~$555 thousand allowance for expected credit losses. The fair value of investment securities was ~~$238~~$191 million at ~~September 30, 2021~~March 31, 2022 and ~~$246~~$231 million at ~~June 30,~~December 31, 2021. Investment securities consist primarily of residential mortgage-backed securities issued by U.S. government agencies, intermediate and 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 ~~$13.1~~$13.4 billion at ~~September 30, 2021,~~March 31, 2022, a ~~$100~~$377 million increase compared to ~~June 30,~~December 31, 2021. The increase in the cost basis of available for sale securities was partially offset by a $263 million decrease in fair value due to rising interest rates. At ~~September 30, 2021,~~March 31, 2022, 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 ~~September 30, 2021~~March 31, 2022 is ~~3.0~~3.6 years. Management estimates the duration extends to ~~4.0~~4.2 years assuming an immediate 200 basis point upward shock. The estimated duration contracts to ~~2.0~~3.1 years assuming a 100 basis point decline in the current low rate environment. Management also regularly monitors the impact of interest rate risk on the available for sale securities portfolio on our tangible equity ratio under various shock scenarios. Throughout the first quarter of 2022, this exposure was reported and monitored by management, and the portfolio's actual performance remained within expectations.

- 1819 -

Loans

The aggregate loan portfolio before allowance for loan losses totaled ~~$20.3~~$20.7 billion at ~~September 30, 2021,~~March 31, 2022, a ~~$1.1 billion decrease compared to June 30, 2021,~~$469 million increase over December 31, 2021. Core loans, which exclude paycheck protection program loans increased $608 million, primarily due to ~~a decrease~~growth in ~~PPP loan balances and to a lesser extent, paydowns of energy~~both commercial and commercial real estate loans.

Table 12 -- Loans

(In ~~thousands)~~thousands


		Sept. 30, 2021		June 30, 2021		Mar. 31, 2021		Dec. 31, 2020		Sept. 30, 2020			Mar. 31, 2022		Dec. 31, 2021		Sept. 30, 2021		June 30, 2021		Mar. 31, 2021
Commercial:	Commercial:											Commercial:
Healthcare	Healthcare	$	3,347,641	$	3,381,261	$	3,290,758	$	3,305,990	$	3,325,790	Healthcare	$	3,441,732	$	3,414,940	$	3,347,641	$	3,381,261	$	3,290,758
Services	Services	3,323,422		3,389,756		3,421,948		3,508,583		3,545,825		Services	3,351,495		3,367,193		3,323,422		3,389,756		3,421,948
Energy	Energy	2,814,059		3,011,331		3,202,488		3,469,194		3,717,101		Energy	3,197,667		3,006,884		2,814,059		3,011,331		3,202,488
General business	General business	2,690,018		2,690,559		2,742,590		2,793,768		2,976,990		General business	2,892,295		2,717,448		2,690,018		2,690,559		2,742,590
Total commercial	Total commercial	12,175,140		12,472,907		12,657,784		13,077,535		13,565,706		Total commercial	12,883,189		12,506,465		12,175,140		12,472,907		12,657,784

Commercial real estate:	Commercial real estate:											Commercial real estate:
Office	Office	1,030,755		1,073,346		1,094,060		1,085,257		1,099,563		Office	1,097,516		1,040,963		1,030,755		1,073,346		1,094,060
Industrial	Industrial	890,316		824,577		789,437		810,510		792,389		Industrial	911,928		766,125		890,316		824,577		789,437
Multifamily	Multifamily	875,586		964,824		1,227,915		1,328,045		1,387,461		Multifamily	867,288		786,404		875,586		964,824		1,227,915
Retail	Retail	766,402		784,445		787,648		796,223		786,211		Retail	667,561		679,917		766,402		784,445		787,648
Residential construction and land development	Residential construction and land development	118,416		128,939		119,079		119,394		121,258		Residential construction and land development	120,506		120,016		118,416		128,939		119,079
Other commercial real estate	Other commercial real estate	435,417		470,861		485,208		559,109		506,818		Other commercial real estate	436,157		437,900		435,417		470,861		485,208
Total commercial real estate	Total commercial real estate	4,116,892		4,246,992		4,503,347		4,698,538		4,693,700		Total commercial real estate	4,100,956		3,831,325		4,116,892		4,246,992		4,503,347

Paycheck protection program	Paycheck protection program	536,052		1,121,583		1,848,550		1,682,310		2,097,325		Paycheck protection program	137,365		276,341		536,052		1,121,583		1,848,550

Loans to individuals:	Loans to individuals:											Loans to individuals:
Residential mortgage	Residential mortgage	1,747,243		1,772,627		1,797,478		1,863,003		1,849,144		Residential mortgage	1,723,506		1,722,170		1,747,243		1,772,627		1,797,478
Residential mortgage guaranteed by U.S. government agencies	Residential mortgage guaranteed by U.S. government agencies	376,986		413,806		420,051		408,687		384,247		Residential mortgage guaranteed by U.S. government agencies	322,581		354,173		376,986		413,806		420,051
Personal	Personal	1,395,623		1,388,534		1,306,637		1,277,447		1,213,178		Personal	1,506,832		1,515,206		1,395,623		1,388,534		1,306,637
Total loans to individuals	Total loans to individuals	3,519,852		3,574,967		3,524,166		3,549,137		3,446,569		Total loans to individuals	3,552,919		3,591,549		3,519,852		3,574,967		3,524,166

Total	Total	$	20,347,936	$	21,416,449	$	22,533,847	$	23,007,520	$	23,803,300	Total	$	20,674,429	$	20,205,680	$	20,347,936	$	21,416,449	$	22,533,847

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. These 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 ~~$12.2~~$12.9 billion or 6062 percent of the loan portfolio at ~~September 30, 2021,~~March 31, 2022, a ~~$298~~$377 million ~~decrease~~increase compared to ~~June 30,~~December 31, 2021, primarily due to ~~paydowns~~growth in the energy loan portfolio. ~~Services~~Healthcare and ~~healthcare~~general business loan balances also ~~decreased while general business loans were largely unchanged.~~increased, partially offset by a decrease in services loans.

- 1920 -

Approximately 7677 percent of loans in this segment are located within our geographic footprint, based on collateral location. Loans for which the collateral location is less relevant, such as unsecured loans and reserve-based energy loans are categorized by the borrower's primary operating location. The largest concentration of loans in this segment outside of our footprint is California, totaling 4 percent of the 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 used 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 ~~$2.8~~$3.2 billion or 1415 percent of total loans at ~~September 30, 2021,~~March 31, 2022, a ~~$197~~$191 million ~~decrease compared to June 30,~~increase over December 31, 2021. Approximately ~~$2.0~~$2.4 billion of energy loans were to oil and gas producers, a ~~$192~~$235 million ~~decrease compared to June 30,~~increase over December 31, 2021. ~~While commodity prices have continued to improve, sourcing new loans sufficient to offset paydowns remains a challenge as existing borrowers continue to reduce leverage.~~ 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 6772 percent of the committed production loans are secured by properties primarily producing oil and 3328 percent of the committed production loans are secured by properties primarily producing natural gas.

Loans to midstream oil and gas companies totaled ~~$613~~$630 million at ~~September 30, 2021,~~March 31, 2022, a ~~$32~~$16 million decrease compared to ~~June 30,~~December 31, 2021. Loans to borrowers that provide services to the energy industry totaled ~~$129~~$121 million at ~~September 30, 2021, an increase~~March 31, 2022, a decrease of ~~$26~~$22 million. Loans to other energy borrowers, including those engaged in wholesale or retail energy sales, totaled ~~$27~~$24 million, ~~largely unchanged~~a decrease of $6.7 million compared to the prior quarter.

Unfunded energy loan commitments were ~~$2.8~~$3.0 billion at ~~September 30, 2021,~~March 31, 2022, a ~~$109~~$23 million increase over ~~June 30,~~December 31, 2021.

The healthcare sector of the loan portfolio totaled ~~$3.3~~$3.4 billion or 1617 percent of total loans. Healthcare loans ~~decreased $34~~increased $27 million ~~compared to June 30,~~over December 31, 2021, primarily ~~driven by our senior housing sector.~~due to growth in loans to acute care and specialty hospital sectors. This was partially offset by ~~growth~~a decline in balances to ~~hospital systems and~~ other medical practices ~~over~~compared to the prior quarter. Healthcare sector loans consist primarily of loans for the development and operation 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.

The services sector of the loan portfolio totaled ~~$3.3~~$3.4 billion or 16 percent of total loans, a ~~$66~~$16 million decrease compared to the prior quarter. Service sector loans consist of a large number of loans to a variety of businesses, including Native American tribal and state and local governments, Native American tribal casino operations, foundations and not-for-profit organizations, educational services and specialty trade contractors. Approximately ~~$1.7~~$1.6 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.

General business loans totaled ~~$2.7~~$2.9 billion or 1314 percent of total loans, ~~largely unchanged compared to~~an increase of $175 million over the prior quarter. General business loans consist of ~~$1.4~~$1.5 billion of wholesale/retail loans and ~~$1.3~~$1.4 billion of loans from other commercial industries.

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 $100 million or more and with three or more non-affiliated banks as participants. At ~~September 30, 2021,~~March 31, 2022, the outstanding principal balance of these loans totaled ~~$3.5~~$4.0 billion, including ~~$1.4~~$1.8 billion of energy loans. Substantially all of these loans are to borrowers with local market relationships. We serve as the agent lender in approximately 2223 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.

- 2021 -

Commercial Real Estate

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

The ~~commercial real estate loan balance as a percentage of our total loan portfolio has ranged from 20 percent to 22 percent over the past five years. The~~ outstanding balance of commercial real estate loans ~~decreased $130~~increased $270 million ~~compared~~over December 31, 2021 to ~~June 30, 2021. Borrowers continue to use~~$4.1 billion or 20 percent of total loans at March 31, 2022, as the recent payoff trend in this low interest rate environment to refinance to long-term, non-recourse markets. Multifamily residential loans, decreased $89 million to $876 million at September 30, 2021. Loans secured by office facilities decreased $43 million to $1.0 billion. Loans secured by other commercial real estate properties decreased $35 million to $435 million.portfolio has abated. Loans secured by industrial facilities increased ~~$66~~$146 million to ~~$890~~$912 million. Multifamily residential loans increased $81 million to $867 million at March 31, 2022. Loans secured by office facilities increased $57 million to $1.1 billion.

Approximately 6970 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 79 percent of the ~~segment, followed by California at 5 percent.~~segment. All other states represent less than 5 percent individually.

Paycheck Protection Program

We actively ~~participate~~participated 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 ~~provides~~provided fully forgivable loans when utilized for qualified expenditures, including to help small businesses maintain payrolls during the COVID-19 pandemic. These loans generally 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 fixed interest 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. ~~The pace of forgiveness activity for the initial rounds of PPP loans has been slower than initially anticipated.~~ At ~~September 30, 2021,~~March 31, 2022, approximately ~~$85~~$24 million of PPP loans from the initial rounds remain outstanding, with an insignificant unaccreted origination fee balance ~~of $480 thousand.~~remaining.

The Company also participated in the most recent round of ~~PPP.~~PPP, which began on January 19, 2021. Approximately ~~$451~~$114 million of PPP loans from this round remain outstanding. The newest round of loans have a fixed interest rate of 1 percent and a contractual term of five years, but are expected to be forgiven prior to maturity. Unaccreted origination fees related to the 2021 vintage of PPP loans totaled ~~$15~~$3.5 million at ~~September 30, 2021.~~March 31, 2022.

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~~fixed-rate loan originations in the secondary market and retain the majority of our non-conforming and adjustable-rate mortgage loans. Our mortgage loan portfolio does not include payment option ~~adjustable rate~~adjustable-rate mortgage loans or ~~adjustable rate~~adjustable-rate mortgage loans with initial rates that are below market. Home equity loans are primarily first-lien and fully amortizing.

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.

~~- 21 -~~

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.

- 22 -

Approximately 9192 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. After peaking in the second quarter of 2021, these loans are migrating toward pre-COVID levels through payoffs or sales.

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 Oklahoma market.

- 2223 -

Table 13-- Loans Managed by Primary Geographical Market

(In thousands)


		Sept. 30, 2021		June 30, 2021		Mar. 31, 2021		Dec. 31, 2020		Sept. 30, 2020			Mar. 31, 2022		Dec. 31, 2021		Sept. 30, 2021		June 30, 2021		Mar. 31, 2021
Texas:	Texas:											Texas:
Commercial	Commercial	$	5,815,562	$	5,690,901	$	5,748,345	$	5,926,534	$	6,135,471	Commercial	$	6,254,883	$	6,068,700	$	5,815,562	$	5,690,901	$	5,748,345
Commercial real estate	Commercial real estate	1,383,871		1,403,751		1,511,714		1,519,217		1,523,226		Commercial real estate	1,345,105		1,253,439		1,383,871		1,403,751		1,511,714
Paycheck protection program	Paycheck protection program	115,623		342,933		537,899		501,079		614,970		Paycheck protection program	31,242		81,654		115,623		342,933		537,899
Loans to individuals	Loans to individuals	901,121		885,619		848,194		855,410		794,055		Loans to individuals	957,320		942,982		901,121		885,619		848,194
Total Texas	Total Texas	8,216,177		8,323,204		8,646,152		8,802,240		9,067,722		Total Texas	8,588,550		8,346,775		8,216,177		8,323,204		8,646,152

Oklahoma:	Oklahoma:											Oklahoma:
Commercial	Commercial	2,590,887		2,840,560		2,975,477		3,144,782		3,332,244		Commercial	2,883,663		2,633,014		2,590,887		2,840,560		2,975,477
Commercial real estate	Commercial real estate	552,184		552,673		597,840		597,733		608,448		Commercial real estate	552,310		546,021		552,184		552,673		597,840
Paycheck protection program	Paycheck protection program	192,474		242,880		468,002		413,108		487,247		Paycheck protection program	52,867		69,817		192,474		242,880		468,002
Loans to individuals	Loans to individuals	2,014,099		2,063,419		2,043,705		2,052,784		2,034,576		Loans to individuals	1,977,886		2,024,404		2,014,099		2,063,419		2,043,705
Total Oklahoma	Total Oklahoma	5,349,644		5,699,532		6,085,024		6,208,407		6,462,515		Total Oklahoma	5,466,726		5,273,256		5,349,644		5,699,532		6,085,024

Colorado:	Colorado:											Colorado:
Commercial	Commercial	1,874,613		1,904,182		1,910,826		1,929,320		1,993,364		Commercial	1,977,773		1,936,149		1,874,613		1,904,182		1,910,826
Commercial real estate	Commercial real estate	526,653		656,521		777,786		879,648		893,626		Commercial real estate	480,740		470,937		526,653		656,521		777,786
Paycheck protection program	Paycheck protection program	140,470		299,712		436,540		377,111		494,910		Paycheck protection program	28,584		82,781		140,470		299,712		436,540
Loans to individuals	Loans to individuals	249,298		262,796		264,759		264,295		257,832		Loans to individuals	236,125		256,533		249,298		262,796		264,759
Total Colorado	Total Colorado	2,791,034		3,123,211		3,389,911		3,450,374		3,639,732		Total Colorado	2,723,222		2,746,400		2,791,034		3,123,211		3,389,911

Arizona:	Arizona:											Arizona:
Commercial	Commercial	1,194,801		1,239,270		1,207,089		1,219,072		1,218,769		Commercial	1,074,551		1,130,798		1,194,801		1,239,270		1,207,089
Commercial real estate	Commercial real estate	734,174		705,497		667,766		726,111		702,291		Commercial real estate	719,970		674,309		734,174		705,497		667,766
Paycheck protection program	Paycheck protection program	42,815		104,946		208,481		211,725		272,114		Paycheck protection program	11,644		21,594		42,815		104,946		208,481
Loans to individuals	Loans to individuals	182,506		178,481		179,031		177,948		166,203		Loans to individuals	190,746		186,528		182,506		178,481		179,031
Total Arizona	Total Arizona	2,154,296		2,228,194		2,262,367		2,334,856		2,359,377		Total Arizona	1,996,911		2,013,229		2,154,296		2,228,194		2,262,367

Kansas/Missouri:	Kansas/Missouri:											Kansas/Missouri:
Commercial	Commercial	336,414		388,291		421,974		455,914		493,606		Commercial	334,371		338,697		336,414		388,291		421,974
Commercial real estate	Commercial real estate	408,001		406,055		395,590		366,821		352,663		Commercial real estate	436,740		382,761		408,001		406,055		395,590
Paycheck protection program	Paycheck protection program	6,920		41,954		60,741		56,011		80,230		Paycheck protection program	2,595		4,718		6,920		41,954		60,741
Loans to individuals	Loans to individuals	100,920		103,092		104,954		105,995		96,598		Loans to individuals	121,247		110,889		100,920		103,092		104,954
Total Kansas/Missouri	Total Kansas/Missouri	852,255		939,392		983,259		984,741		1,023,097		Total Kansas/Missouri	894,953		837,065		852,255		939,392		983,259

New Mexico:	New Mexico:											New Mexico:
Commercial	Commercial	287,695		304,804		307,395		303,833		288,374		Commercial	262,533		306,964		287,695		304,804		307,395
Commercial real estate	Commercial real estate	437,302		437,996		448,298		473,204		473,697		Commercial real estate	504,632		442,128		437,302		437,996		448,298
Paycheck protection program	Paycheck protection program	31,444		86,716		124,059		109,881		133,244		Paycheck protection program	9,713		13,510		31,444		86,716		124,059
Loans to individuals	Loans to individuals	66,651		68,177		70,491		75,665		79,890		Loans to individuals	63,299		63,930		66,651		68,177		70,491
Total New Mexico	Total New Mexico	823,092		897,693		950,243		962,583		975,205		Total New Mexico	840,177		826,532		823,092		897,693		950,243

Arkansas:	Arkansas:											Arkansas:
Commercial	Commercial	75,168		104,899		86,678		98,080		103,878		Commercial	95,415		92,143		75,168		104,899		86,678
Commercial real estate	Commercial real estate	74,707		84,499		104,353		135,804		139,749		Commercial real estate	61,459		61,730		74,707		84,499		104,353
Paycheck protection program	Paycheck protection program	6,306		2,442		12,828		13,395		14,610		Paycheck protection program	720		2,267		6,306		2,442		12,828
Loans to individuals	Loans to individuals	5,257		13,383		13,032		17,040		17,415		Loans to individuals	6,296		6,283		5,257		13,383		13,032
Total Arkansas	Total Arkansas	161,438		205,223		216,891		264,319		275,652		Total Arkansas	163,890		162,423		161,438		205,223		216,891

Total BOK Financial loans	Total BOK Financial loans	$	20,347,936	$	21,416,449	$	22,533,847	$	23,007,520	$	23,803,300	Total BOK Financial loans	$	20,674,429	$	20,205,680	$	20,347,936	$	21,416,449	$	22,533,847

- 2324 -

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~~Veterans Affairs ("VA").

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.

Table 14 – Off-Balance Sheet Credit Commitments

(In thousands)


		Sept. 30, 2021		June 30, 2021		Mar. 31, 2021		Dec. 31, 2020		Sept. 30, 2020			Mar. 31, 2022		Dec. 31, 2021		Sept. 30, 2021		June 30, 2021		Mar. 31, 2021
Loan commitments	Loan commitments	$	12,044,695	$	11,518,158	$	11,151,650	$	10,967,546	$	10,430,160	Loan commitments	$	12,490,832	$	12,471,482	$	12,044,695	$	11,518,158	$	11,151,650
Standby letters of credit	Standby letters of credit	638,067		671,878		713,834		681,467		678,136		Standby letters of credit	654,185		699,743		638,067		671,878		713,834
Unpaid principal balance of residential mortgage loans sold with recourse	Unpaid principal balance of residential mortgage loans sold with recourse	57,988		63,545		68,393		73,055		77,225		Unpaid principal balance of residential mortgage loans sold with recourse	51,459		54,619		57,988		63,545		68,393
Unpaid principal balance of residential mortgage loans transferred into mortgage-backed securities guaranteed by U.S. Dept. of Veteran's Affairs		1,150,124		1,225,100		1,326,300		1,442,504		1,574,272
Unpaid principal balance of residential mortgage loans transferred into mortgage-backed securities guaranteed by U.S. Dept. of Veterans Affairs												Unpaid principal balance of residential mortgage loans transferred into mortgage-backed securities guaranteed by U.S. Dept. of Veterans Affairs	1,062,197		1,095,877		1,150,124		1,225,100		1,326,300

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.

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.

- 2425 -

Derivative contracts are carried at fair value. At ~~September 30, 2021,~~March 31, 2022, the net fair values of derivative contracts, before consideration of cash margin, reported as assets under these programs totaled ~~$1.7~~$2.4 billion compared to ~~$1.6~~$1.1 billion at ~~June 30,~~December 31, 2021. At ~~September 30, 2021,~~March 31, 2022, the net fair value of our derivative contracts included ~~$1.3~~$2.1 billion for energy contracts, ~~$299~~$179 million for foreign exchange contracts and $63 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 ~~$1.7~~$2.4 billion at ~~September 30, 2021~~March 31, 2022 and ~~$1.6~~$1.1 billion at ~~June 30,~~December 31, 2021.

At ~~September 30, 2021,~~March 31, 2022, total derivative assets were reduced by ~~$932 thousand~~$38 million of cash collateral received from counterparties and total derivative liabilities were reduced by ~~$1.2~~$2.2 billion of cash collateral paid to counterparties related to instruments executed with the same counterparty under a master netting agreement. Derivative contracts executed with customers may be secured by non-cash collateral in conjunction with a credit agreement with that customer, such as proven producing oil and gas properties. Access to this collateral in event of default is reasonably assured.

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 ~~September 30, 2021~~March 31, 2022 follows in Table 15.

Table 15 -- Fair Value of Derivative Contracts

(In thousands)


Customers	$	~~1,514,871~~2,206,003
Banks and other financial institutions	~~179,560~~112,897
Exchanges and clearing organizations	27,824
Fair value of customer risk management program asset derivative contracts, net	$	~~1,694,431~~2,346,724

At ~~September 30, 2021,~~March 31, 2022, our largest derivative exposure was to an energy customer for ~~$90~~$107 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 ~~$60.83~~$86.03 per barrel of oil would decrease the fair value of derivative assets by ~~$494~~$529 million, with ~~energy producers~~lending customers comprising the bulk of the assets. An increase in prices equivalent to ~~$88.83~~$114.53 per barrel of oil would increase the fair value of derivative assets by ~~$304~~$657 million as ~~margin received falls~~asset values rise faster than ~~the asset values.~~margin paid. Liquidity requirements of this program may also be affected by our credit rating. At ~~September 30, 2021,~~March 31, 2022, 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 ~~September 30, 2021,~~March 31, 2022, changes in interest rates would not materially impact regulatory capital or liquidity needed to support this portion of our customer derivative program.

- 2526 -

Summary of Credit Loss Experience

Table 16 -- Summary of Credit Loss Experience

(In thousands)


		Three Months Ended																Three Months Ended
		Sept. 30, 2021			June 30, 2021			Mar. 31, 2021			Dec. 31, 2020			Sept. 30, 2020				Mar. 31, 2022		Dec. 31, 2021		Sept. 30, 2021		June 30, 2021		Mar. 31, 2021
Allowance for loan losses:	Allowance for loan losses:																Allowance for loan losses:
Beginning balance	Beginning balance	$	311,890		$	352,402		388,640			419,777			435,597			Beginning balance	$	256,421	$	276,680	311,890		352,402		388,640
Loans charged off	Loans charged off	(9,584)			(18,304)			(16,905)			(18,251)			(26,661)			Loans charged off	(7,805)		(6,558)		(9,584)		(18,304)		(16,905)
Recoveries of loans previously charged off	Recoveries of loans previously charged off	1,769			2,856			2,437			1,592			4,232			Recoveries of loans previously charged off	1,824		7,272		1,769		2,856		2,437
Net loans charged off		(7,815)			(15,448)			(14,468)			(16,659)			(22,429)
Net loans recovered (charged off)																	Net loans recovered (charged off)	(5,981)		714		(7,815)		(15,448)		(14,468)
Provision for credit losses	Provision for credit losses	(27,395)			(25,064)			(21,770)			(14,478)			6,609			Provision for credit losses	(3,967)		(20,973)		(27,395)		(25,064)		(21,770)
Ending balance	Ending balance	$	276,680		$	311,890		$	352,402		$	388,640		$	419,777		Ending balance	$	246,473	$	256,421	$	276,680	$	311,890	$	352,402

Accrual for off-balance sheet credit risk from unfunded loan commitments:	Accrual for off-balance sheet credit risk from unfunded loan commitments:																Accrual for off-balance sheet credit risk from unfunded loan commitments:
Beginning balance	Beginning balance	$	24,287		$	32,877		36,921			27,969			32,919			Beginning balance	$	32,977	$	29,239	24,287		32,877		36,921
Provision for credit losses	Provision for credit losses	4,952			(8,590)			(4,044)			8,952			(4,950)			Provision for credit losses	3,268		3,738		4,952		(8,590)		(4,044)
Ending balance	Ending balance	$	29,239		$	24,287		$	32,877		$	36,921		$	27,969		Ending balance	$	36,245	$	32,977	$	29,239	$	24,287	$	32,877

Accrual for off-balance sheet credit risk associated with mortgage banking activities:	Accrual for off-balance sheet credit risk associated with mortgage banking activities:																Accrual for off-balance sheet credit risk associated with mortgage banking activities:
Beginning balance	Beginning balance	$	3,828		$	5,135		4,282			5,246			6,041			Beginning balance	$	3,382	$	3,264	3,828		5,135		4,282
Loans charged off	Loans charged off	(30)			(85)			(32)			(41)			(25)			Loans charged off	(6)		(32)		(30)		(85)		(32)
Provision for credit losses	Provision for credit losses	(534)			(1,222)			885			(923)			(770)			Provision for credit losses	621		150		(534)		(1,222)		885
Ending balance	Ending balance	$	3,264		$	3,828		$	5,135		$	4,282		$	5,246		Ending balance	$	3,997	$	3,382	$	3,264	$	3,828	$	5,135

Allowance for credit losses related to held-to-maturity (investment) securities:	Allowance for credit losses related to held-to-maturity (investment) securities:																Allowance for credit losses related to held-to-maturity (investment) securities:
Beginning balance	Beginning balance	$	493		$	617		$	688		$	739		$	1,628		Beginning balance	$	555	$	470	$	493	$	617	$	688
Provision for credit losses	Provision for credit losses	(23)			(124)			(71)			(51)			(889)			Provision for credit losses	78		85		(23)		(124)		(71)
Ending balance	Ending balance	$	470		$	493		$	617		$	688		$	739		Ending balance	$	633	$	555	$	470	$	493	$	617

Total provision for credit losses	Total provision for credit losses	$	(23,000)		$	(35,000)		$	(25,000)		$	(6,500)		$	—		Total provision for credit losses	$	—	$	(17,000)	$	(23,000)	$	(35,000)	$	(25,000)

Net charge-offs (annualized) to average loans		0.15		%	0.28		%	0.25		%	0.28		%	0.37		%
Net charge-offs (annualized) to average loans excluding PPP loans1		0.16		%	0.30		%	0.28		%	0.31		%	0.41		%
Recoveries to gross charge-offs		18.46		%	15.60		%	14.42		%	8.72		%	15.87		%
Provision for loan losses (annualized) to average loans		(0.53)		%	(0.45)		%	(0.38)		%	(0.25)		%	0.11		%
Allowance for loan losses to loans outstanding at period-end		1.36		%	1.46		%	1.56		%	1.69		%	1.76		%
Allowance for loan losses to loans outstanding at period-end excluding PPP loans1		1.40		%	1.54		%	1.70		%	1.82		%	1.93		%
Accrual for unfunded loan commitments to loan commitments		0.24		%	0.21		%	0.29		%	0.34		%	0.27		%
Combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments to loans outstanding at period-end		1.50		%	1.57		%	1.71		%	1.85		%	1.88		%
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 loans1		1.54		%	1.66		%	1.86		%	2.00		%	2.06		%

- 27 -


	Three Months Ended
	Mar. 31, 2022			Dec. 31, 2021			Sept. 30, 2021			June 30, 2021			Mar. 31, 2021
Average loans by portfolio segment :
Commercial	$	12,677,706		$	12,401,935		$	12,231,230		$	12,402,925		$	12,908,461
Commercial real estate	4,059,148			3,838,336			4,218,190			4,395,848			4,547,945
Paycheck protection program	210,110			404,261			792,728			1,668,047			1,741,534
Loans to individuals	3,516,698			3,598,121			3,606,460			3,700,269			3,559,067
Net charge-offs (annualized) to average loans	0.12		%	(0.01)		%	0.15		%	0.28		%	0.25		%
Net charge-offs (annualized) to average loans excluding PPP loans1	0.12		%	(0.01)		%	0.16		%	0.30		%	0.28		%
Net charge-offs (annualized) to average loans by portfolio segment:
Commercial	0.17		%	(0.03)		%	0.20		%	0.47		%	0.42		%
Commercial real estate	—		%	(0.06)		%	0.11		%	0.06		%	0.02		%
Paycheck protection program	—		%	—		%	—		%	—		%	—		%
Loans to individuals	0.05		%	0.08		%	0.05		%	0.02		%	0.06		%
Recoveries to gross charge-offs	23.37		%	110.89		%	18.46		%	15.60		%	14.42		%
Provision for loan losses (annualized) to average loans	(0.08)		%	(0.41)		%	(0.53)		%	(0.45)		%	(0.38)		%
Allowance for loan losses to loans outstanding at period-end	1.19		%	1.27		%	1.36		%	1.46		%	1.56		%
Allowance for loan losses to loans outstanding at period-end excluding PPP loans1	1.20		%	1.29		%	1.40		%	1.54		%	1.70		%
Accrual for unfunded loan commitments to loan commitments	0.29		%	0.26		%	0.24		%	0.21		%	0.29		%
Combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments to loans outstanding at period-end	1.37		%	1.43		%	1.50		%	1.57		%	1.71		%
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 loans1	1.38		%	1.45		%	1.54		%	1.66		%	1.86		%

1 Metric meaningful due to the unique characteristics of the PPP loans.

~~- 26 -~~

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

Expected credit losses on assets carried at amortized cost are recognized over their expected lives based on models that 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.

~~A $23.0 million negative~~No provision for credit losses was ~~recorded in~~necessary for the ~~third~~first quarter of ~~2021.~~2022. Changes in our reasonable and supportable forecasts of macroeconomic variables ~~primarily due to strength in commodity prices and a continued optimistic outlook for growth in gross domestic product and the labor markets~~ resulted in a ~~$12.3~~$7.3 million decrease in the allowance for credit losses related to lending activities. Continued strength in commodity prices was partially offset by changes in our economic outlook. Changes in loan portfolio characteristics, primarily related to ~~improving credit quality metrics and lower~~growth in loan balances resulted in a ~~$10.1~~$6.6 million ~~decrease~~increase in the allowance for credit losses related to lending activities. Continued improvements in credit quality metrics were offset by net charge-offs and changes in specific impairment and payment profile characteristics.

- 2728 -

The probability weighting of our base case reasonable and supportable forecast decreased to 60 percent in the first quarter of 2022 compared to 65 percent in the ~~third quarter of 2021 compared to 70 percent in the second~~fourth quarter of 2021 as the level of uncertainty in the current economic outlook ~~worsened slightly. Our reasonable and supportable forecast of macroeconomic variables is significantly influenced by the COVID-19 pandemic developments, which remains highly uncertain.~~increased. A summary of macroeconomic variables considered in developing our estimate of expected credit losses at ~~September 30, 2021~~March 31, 2022 follows:

Base

Downside

Upside

Base

Downside

Upside

Scenario probability weighting

65%

25%

10%

Scenario probability weighting

60%

30%

10%

COVID-19 trajectory

COVID-19 case levels continue to improve from Delta variant wave as global virus immunity becomes more widespread and proves effective against severe virus outcomes as well as new virus strains.

New COVID-19 variants such as the recent Delta variant continue to emerge and spread in areas of the country with lower vaccination rates as the U.S. enters the fall and winter months. The severity of the situation is compounded by uncertainty around vaccine durability and many states/regions are forced to reinstate restrictions.

COVID-19 case levels continue to improve from Delta variant wave as global virus immunity becomes more widespread and proves effective against severe virus outcomes as well as new virus strains.

Economic recovery (driven by COVID-19 trajectory)

Increased labor participation, elevated consumer consumption and the need for inventory restocking produces above historical average GDP growth through mid-2022, but begins to moderate thereafter.

Deteriorated COVID-19 situation, slow vaccine distribution and lack of Congressional support for additional fiscal stimulus results in a mild recession with conditions beginning to improve in the summer of 2022.

Increased labor participation, elevated consumer consumption and the need for inventory restocking produces above historical average GDP growth through late 2022, but begins to moderate thereafter.

Economic outlook

The Russia-Ukraine conflict remains isolated and conditions improve by mid-year 2022.

The federal funds rate is increased at each Federal Reserve Open Market ("FOMC") meeting through March 2023, which results in a target range of 2.75 percent to 3.00 percent. Additionally, the Federal Reserve begins balance sheet reduction by mid-year 2022.

Labor force participants continue to re-enter the job market to meet the record number of job openings. The increase in employment helps maintain household income above its pre-pandemic trend. This, coupled with the drawdown in savings, supports consumer spending and produces GDP growth consistent with pre-pandemic levels.

The Russia-Ukraine conflict persists through 2022 but remains isolated.

The Federal Reserve is forced to adopt a more aggressive monetary policy to combat the inflationary environment. This results in a target range of 4.00 percent to 4.25 percent by March 2023. Additionally, the Federal Reserve begins balance sheet reduction by mid-year 2022.

Additional surges in commodity prices exacerbated by supply chain dislocations create higher levels of inflation that do not peak until the fourth quarter of 2022. These factors push the United States into a recession, with contraction in economic activity and a sharp increase in the unemployment rate.

The Russia-Ukraine conflict remains isolated and conditions improve early second quarter 2022.

The federal funds rate is increased at each FOMC meeting through March 2023, which results in a target range of 2.25 percent to 2.50 percent. Additionally, the Federal Reserve begins balance sheet reduction by mid-year 2022.

Labor force participants continue to re-enter the job market to meet the record number of job openings. The increase in employment helps maintain household income above its pre-pandemic trend. This coupled with the drawdown in savings, supports consumer spending and produces above trend GDP growth.

Macro-economic factors

–GDP is forecasted to grow by 4.1 percent over the next 12 months.

–Civilian unemployment rate of 4.9 percent in the fourth quarter of 2021 improves to 4.5 percent by the third quarter of 2022.

–WTI oil prices are projected to generally follow the NYMEX forward curve that existed at the end of September 2021 and are expected to average $68.38 per barrel over the next 12 months.

–GDP is forecasted to grow 2.0 percent in the fourth quarter of 2021, then contract in the first and second quarters of 2022 and return to growth of 1.0 percent in the third quarter of 2022.

–Civilian unemployment rate of 5.6 percent in the fourth quarter of 2021 increases in the next two quarters then levels off at 6.9 percent in the third quarter of 2022.

–WTI oil prices are projected to average $54.12 over the next 12 months.

–GDP is forecasted to grow by 4.8 percent over the next 12 months.

–Civilian unemployment rate of 4.6 percent in the fourth quarter of 2021 improves to 4.0 percent by the third quarter of 2022.

–WTI oil prices are projected to average $74.28 per barrel over the next 12 months.

Macro-economic factors

–GDP is forecasted to grow by 2.2 percent over the next 12 months.

–Civilian unemployment rate of 3.9 percent in the first quarter of 2022 improves to 3.8 percent by the first quarter of 2023.

–WTI oil prices are projected to generally follow the NYMEX forward curve that existed at the end of March 2022 and are expected to average $94.98 per barrel over the next 12 months.

–GDP is forecasted to contract 1.3 percent over the next twelve months.

–Civilian unemployment rate of 4.4 percent in the second quarter of 2022 increases to 6.9 percent in the first quarter of 2023.

–WTI oil prices are projected to average $109.67 over the next 12 months, with a peak of $131.46 in the third quarter of 2022 and falling 33% over the following two quarters.

–GDP is forecasted to grow by 3.3 percent over the next 12 months.

–Civilian unemployment rate of 3.7 percent in the second quarter of 2022 improves to 3.3 percent by the first quarter of 2023.

–WTI oil prices are projected to average $85.89 per barrel over the next 12 months.

Growth in loan balances results in a $7.0 million increase in allowance. Net charge-offs and changes in specific impairments attributed to certain credits required a ~~$4.2~~$2.9 million provision during the ~~third~~first quarter of ~~2021. This provision was offset primarily by a $5.6 million decrease in allowance related to lower outstanding loan balances.~~2022. Improved risk grading during the quarter resulted in a ~~$9.6~~$6.1 million decrease in the allowance for lending ~~activities. Significant improvement in~~activities, primarily related to energy, ~~loans credit risk grading, as well as improvements in risk grading in services and residential mortgage and~~ commercial real estate ~~loans was partially offset by credit risk grade migration in the healthcare loan portfolio.~~and commercial wholesale/retail sector loans. A summary of outstanding loan balances by risk grade is included in Note 4 to the Consolidated Financial Statements. Non-pass grade loans 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. Non-pass grade loans totaled ~~$568~~$389 million at ~~September 30, 2021, an $84~~March 31, 2022, a $67 million decrease compared to ~~June 30.~~December 31, 2021. Non-pass graded loans were primarily composed of ~~$242 million or 9 percent of energy loans, $86~~$101 million or 3 percent of ~~services~~energy loans, $77 million or 2 percent of healthcare loans, $74 million or 2 percent of ~~healthcare~~services loans, ~~$68~~$52 million or 21 percent of commercial real estate loans and ~~$55~~$36 million or 21 percent of general business loans.

- 2829 -

The allowance for loan losses totaled ~~$277~~$246 million or ~~1.36~~1.19 percent of outstanding loans and ~~208~~230 percent of nonaccruing loans at ~~September 30, 2021,~~March 31, 2022, 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 ~~$306~~$283 million or ~~1.50~~1.37 percent of outstanding loans and ~~230~~264 percent of nonaccruing loans at September 30, 2021. Excluding PPP loans, the allowance for loan losses was 1.40 percent of outstanding loans and the combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments was 1.54 percent.

The allowance for credit losses attributed to energy was 2.51 percent of outstanding energy loans at September 30, 2021. Our semi-annual borrowing base redeterminations during the second quarter of 2021 were based on forward pricing curves that existed at that time and resulted in improved credit risk grading in our energy loan portfolio. Although energy prices have continued to improve, the pricing environment remains sensitive and tied to the continued economic recovery from the impact of the COVID-19 pandemic and other factors.March 31, 2022.

The Company recorded a ~~$35.0~~$17.0 million negative provision for credit losses in the ~~second~~fourth quarter of 2021. The allowance for loan losses was ~~$312~~$256 million or ~~1.46~~1.27 percent of outstanding loans and ~~183~~213 percent of nonaccruing loans, excluding loans guaranteed by U.S. government agencies at ~~June 30,~~December 31, 2021. The combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments was ~~$336~~$289 million or ~~1.57~~1.43 percent of outstanding loans and ~~197~~241 percent of nonaccruing loans. Excluding PPP loans, the allowance for loan losses was 1.54 percent of outstanding loans and the combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments was 1.66 percent.

Net Loans Charged Off

Net charge-offs of commercial loans were ~~$6.1~~$5.5 million in the ~~third~~first quarter of ~~2021,~~2022, primarily related to two general business borrowers and a single energy ~~production~~services borrower. Net commercial real estate loan charge-offs were ~~$1.2 million~~$47 thousand and net charge-offs of loans to individuals were ~~$474~~$444 thousand. Net charge-offs of loans to individuals include deposit account overdraft losses.

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.

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.

- 2930 -

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)


		Sept. 30, 2021			June 30, 2021			Mar. 31, 2021			Dec. 31, 2020			Sept. 30, 2020				Mar. 31, 2022			Dec. 31, 2021			Sept. 30, 2021			June 30, 2021			Mar. 31, 2021
Nonaccruing loans:	Nonaccruing loans:																Nonaccruing loans:
Commercial:	Commercial:																Commercial:
Energy	Energy	$	45,500		$	70,341		$	101,800		$	125,059		$	126,816		Energy	$	24,976		$	31,091		$	45,500		$	70,341		$	101,800
Services																	Services	16,535			17,170			25,714			29,913			28,033
Healthcare	Healthcare	509			527			3,187			3,645			3,645			Healthcare	15,076			15,762			509			527			3,187
Services		25,714			29,913			28,033			25,598			25,817
General business	General business	8,951			11,823			14,053			12,857			13,675			General business	3,750			10,081			8,951			11,823			14,053
Total commercial	Total commercial	80,674			112,604			147,073			167,159			169,953			Total commercial	60,337			74,104			80,674			112,604			147,073

Commercial real estate	Commercial real estate	21,223			26,123			27,243			27,246			12,952			Commercial real estate	15,989			14,262			21,223			26,123			27,243

Loans to individuals:	Loans to individuals:																Loans to individuals:
Residential mortgage	Residential mortgage	30,674			31,473			32,884			32,228			31,599			Residential mortgage	30,757			31,574			30,674			31,473			32,884
Residential mortgage guaranteed by U.S. government agencies	Residential mortgage guaranteed by U.S. government agencies	9,188			9,207			8,564			7,741			6,397			Residential mortgage guaranteed by U.S. government agencies	16,992			13,861			9,188			9,207			8,564
Personal	Personal	188			229			255			319			252			Personal	171			258			188			229			255
Total loans to individuals	Total loans to individuals	40,050			40,909			41,703			40,288			38,248			Total loans to individuals	47,920			45,693			40,050			40,909			41,703
Total nonaccruing loans	Total nonaccruing loans	141,947			179,636			216,019			234,693			221,153			Total nonaccruing loans	124,246			134,059			141,947			179,636			216,019
Accruing renegotiated loans guaranteed by U.S. government agencies	Accruing renegotiated loans guaranteed by U.S. government agencies	178,554			171,324			154,591			151,775			142,770			Accruing renegotiated loans guaranteed by U.S. government agencies	204,121			210,618			178,554			171,324			154,591
Real estate and other repossessed assets	Real estate and other repossessed assets	28,770			57,337			70,911			90,526			52,847			Real estate and other repossessed assets	24,492			24,589			28,770			57,337			70,911
Total nonperforming assets	Total nonperforming assets	$	349,271		$	408,297		$	441,521		$	476,994		$	416,770		Total nonperforming assets	$	352,859		$	369,266		$	349,271		$	408,297		$	441,521
Total nonperforming assets excluding those guaranteed by U.S. government agencies	Total nonperforming assets excluding those guaranteed by U.S. government agencies	$	161,529		$	227,766		$	278,366		$	317,478		$	267,603		Total nonperforming assets excluding those guaranteed by U.S. government agencies	$	131,746		$	144,787		$	161,529		$	227,766		$	278,366

Allowance for loan losses to nonaccruing loans1	Allowance for loan losses to nonaccruing loans1	208.41		%	183.00		%	169.87		%	171.24		%	195.47		%	Allowance for loan losses to nonaccruing loans1	229.80		%	213.33		%	208.41		%	183.00		%	169.87		%
Combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments to nonaccruing loans1																	Combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments to nonaccruing loans1	263.60		%	240.77		%	230.43		%	197.25		%	185.72		%
Nonperforming assets to outstanding loans and repossessed assets	Nonperforming assets to outstanding loans and repossessed assets	1.71		%	1.90		%	1.95		%	2.07		%	1.75		%	Nonperforming assets to outstanding loans and repossessed assets	1.70		%	1.83		%	1.71		%	1.90		%	1.95		%
Nonperforming assets to outstanding loans and repossessed assets1,2	Nonperforming assets to outstanding loans and repossessed assets1,2	0.83		%	1.14		%	1.37		%	1.51		%	1.25		%	Nonperforming assets to outstanding loans and repossessed assets1,2	0.65		%	0.74		%	0.83		%	1.14		%	1.37		%
Nonaccruing loans to outstanding loans																	Nonaccruing loans to outstanding loans	0.60		%	0.66		%	0.70		%	0.84		%	0.96		%
Nonaccruing commercial loans to outstanding commercial loans	Nonaccruing commercial loans to outstanding commercial loans	0.66		%	0.90		%	1.16		%	1.28		%	1.25		%	Nonaccruing commercial loans to outstanding commercial loans	0.47		%	0.59		%	0.66		%	0.90		%	1.16		%
Nonaccruing commercial real estate loans to outstanding commercial real estate loans	Nonaccruing commercial real estate loans to outstanding commercial real estate loans	0.52		%	0.62		%	0.60		%	0.58		%	0.28		%	Nonaccruing commercial real estate loans to outstanding commercial real estate loans	0.39		%	0.37		%	0.52		%	0.62		%	0.60		%
Nonaccruing loans to individuals to outstanding loans to individuals1	Nonaccruing loans to individuals to outstanding loans to individuals1	0.98		%	1.00		%	1.07		%	1.04		%	1.04		%	Nonaccruing loans to individuals to outstanding loans to individuals1	0.96		%	0.98		%	0.98		%	1.00		%	1.07		%

1 Excludes residential mortgages guaranteed by U.S. government agencies.

2 Excludes residential mortgage and PPP loans guaranteed by U.S. government agencies.

- 31 -

Excluding assets guaranteed by U.S. government agencies, nonperforming assets decreased ~~$66~~$13 million from ~~June 30,~~December 31, 2021, primarily due to a ~~$25~~$6.3 million decrease in nonaccruing general business loans and a $6.1 million decrease in nonaccruing energy ~~loans and a $29 million decrease in real estate and other repossessed assets.~~loans. Newly identified nonaccruing loans totaled ~~$21~~$12 million, offset by ~~$42~~$14 million of payments and ~~$10~~$7.8 million of charge-offs. The Company generally retains nonperforming assets to maximize potential recovery, which may cause future nonperforming assets to decrease more slowly.

~~- 30 -~~

A rollforward of nonperforming assets for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 follows in Table 18.

Table 18 -- Rollforward of Nonperforming Assets

(In thousands)

Three Months Ended
September 30, 2021
Nonaccruing Loans
Commercial Commercial Real Estate Loan to Individuals Total

Renegotiated Loans
Real Estate and Other Repossessed Assets Total Nonperforming Assets
Balance, June 30, 2021 $ 112,604 $ 26,123 $ 40,909 $ 179,636 $ 171,324 $ 57,337 $ 408,297
Additions 16,569 — 4,826 21,395 19,273 — 40,668
Transfers from premises and equipment — — — — — 217 217
Payments (34,009) (3,478) (4,058) (41,545) (983) — (42,528)
Charge-offs (6,979) (1,422) (1,183) (9,584) — — (9,584)
Net gains (losses) and write-downs — — — — — (3,871) (3,871)
Foreclosure of nonperforming loans (7,511) — (375) (7,886) — 7,886 —
Foreclosure of loans guaranteed by U.S. government agencies — — (672) (672) (131) — (803)
Proceeds from sales — — — — (10,646) (32,799) (43,445)
Net transfers to nonaccruing loans — — 603 603 (603) — —
Return to accrual status — — — — — — —
Other, net — — — — 320 — 320
Balance, September 30, 2021 $ 80,674 $ 21,223 $ 40,050 $ 141,947 $ 178,554 $ 28,770 $ 349,271
Nine Months Ended
September 30, 2021
Nonaccruing Loans
Commercial Commercial Real Estate Loan to Individuals Total

Renegotiated Loans
Real Estate and Other Repossessed Assets Total Nonperforming Assets
Balance, Dec. 31, 2020 $ 167,159 $ 27,246 $ 40,288 $ 234,693 $ 151,775 $ 90,526 $ 476,994
Additions 42,363 327 16,431 59,121 55,825 8,688 123,634
Transfers from premises and equipment — — — — — 217 217
Payments (82,511) (3,865) (12,079) (98,455) (2,611) — (101,066)
Charge-offs (38,826) (2,485) (3,482) (44,793) — — (44,793)
Net gains (losses) and write-downs — — — — — 12,911 12,911
Foreclosure of nonperforming loans (7,511) — (664) (8,175) — 8,175 —
Foreclosure of loans guaranteed by U.S. government agencies — — (1,892) (1,892) (253) — (2,145)
Proceeds from sales — — — — (25,391) (91,747) (117,138)
Net transfers to nonaccruing loans — — 1,741 1,741 (1,741) — —
Return to accrual status — — (293) (293) — — (293)
Other, net — — — — 950 — 950
Balance, September 30, 2021 $ 80,674 $ 21,223 $ 40,050 $ 141,947 $ 178,554 $ 28,770 $ 349,271

~~- 31 -~~


	Three Months Ended
	March 31, 2022
	Nonaccruing Loans
	Commercial		Commercial Real Estate		Loan to Individuals		Total		Renegotiated Loans		Real Estate and Other Repossessed Assets		Total Nonperforming Assets
Balance, December 31, 2021	$	74,104	$	14,262	$	45,693	$	134,059	$	210,618	$	24,589	$	369,266
Additions	1,393		4,261		6,270		11,924		16,990		—		28,914

Payments	(9,079)		(290)		(4,407)		(13,776)		(2,233)		—		(16,009)
Charge-offs	(6,081)		(191)		(1,533)		(7,805)		—		—		(7,805)
Net gains (losses) and write-downs	—		—		—		—		—		1,873		1,873
Foreclosure of nonperforming loans	—		—		(64)		(64)		—		64		—
Foreclosure of loans guaranteed by U.S. government agencies	—		—		(891)		(891)		(601)		—		(1,492)
Proceeds from sales	—		—		—		—		(17,806)		(2,034)		(19,840)

Net transfers to nonaccruing loans	—		—		3,238		3,238		(3,238)		—		—
Return to accrual status	—		(2,053)		(386)		(2,439)		—		—		(2,439)
Other, net	—		—		—		—		391		—		391
Balance, March 31, 2022	$	60,337	$	15,989	$	47,920	$	124,246	$	204,121	$	24,492	$	352,859

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 ~~$29~~$24 million at ~~September 30, 2021,~~March 31, 2022, composed primarily of ~~$17~~$15 million of developed commercial real estate and $7.1 million of oil and gas ~~properties, $1.9 million of undeveloped land primarily zoned for commercial development and $1.7 million of equipment.~~properties. Real estate and other repossessed assets ~~totaled $57 million at June 30, 2021. The decrease~~was largely unchanged compared to ~~June 30 was primarily due to the sale of certain repossessed oil and gas properties.~~December 31, 2021.

- 32 -

Liquidity and Capital

Based on the average balances for the ~~third~~first quarter of ~~2021,~~2022, approximately 7680 percent of our funding was provided by deposit accounts, 86 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 ~~third~~first quarter of ~~2021~~2022 totaled ~~$37.8~~$40.4 billion, a ~~$344~~$560 million increase over the ~~second~~fourth quarter of 2021. Continued deposit growth was primarily due to customers maintaining higher balances in the current economic environment, supplemented by inflows from government stimulus payments. Interest-bearing transaction account balances increased $437 million. Demand deposits grew by ~~$481~~$243 million and savings account balances were up ~~$15~~$38 million. ~~Interest-bearing transaction account balances decreased $55 million while certificate~~Certificate of deposit balances decreased ~~$97~~$159 million.

Table 19 - Average Deposits by Line of Business

(In thousands)


		Three Months Ended											Three Months Ended
		Sept. 30, 2021		June 30, 2021		Mar. 31, 2021		Dec. 31, 2020		Sept. 30, 2020			Mar. 31, 2022		Dec. 31, 2021		Sept. 30, 2021		June 30, 2021		Mar. 31, 2021
Commercial Banking	Commercial Banking	$	17,881,673	$	17,049,772	$	16,130,168	$	15,373,673	$	15,375,450	Commercial Banking	$	19,595,260	$	19,537,285	$	17,881,673	$	17,049,772	$	16,130,168
Consumer Banking	Consumer Banking	8,516,942		8,469,043		8,082,443		7,993,971		7,940,973		Consumer Banking	8,746,622		8,682,437		8,516,942		8,469,043		8,082,443
Wealth Management	Wealth Management	9,120,446		9,695,319		9,706,295		9,589,814		9,090,116		Wealth Management	9,619,323		9,194,019		9,120,446		9,695,319		9,706,295
Subtotal	Subtotal	35,519,061		35,214,134		33,918,906		32,957,458		32,406,539		Subtotal	37,961,205		37,413,741		35,519,061		35,214,134		33,918,906
Funds Management and other	Funds Management and other	2,315,325		2,276,093		2,603,210		2,565,171		2,233,394		Funds Management and other	2,401,002		2,388,347		2,315,325		2,276,093		2,603,210
Total	Total	$	37,834,386	$	37,490,227	$	36,522,116	$	35,522,629	$	34,639,933	Total	$	40,362,207	$	39,802,088	$	37,834,386	$	37,490,227	$	36,522,116

Average Commercial Banking deposit balances increased ~~$832~~$58 million over the ~~second~~fourth quarter of 2021. Interest-bearing transaction account balances increased $40 million. Demand deposit balances were up ~~$395 million. Interest-bearing transaction account balances increased $443~~$32 million. Commercial customers continue to retain large cash reserves 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 increased ~~$48~~$64 million over the prior quarter. A ~~$58~~$72 million increase in interest-bearing transaction deposit balances and a ~~$14~~$33 million increase in savings account balances were partially offset by a ~~$31~~$35 million decrease in time deposit balances. Demand deposit balances were largely unchanged compared to prior quarter.

Average Wealth Management deposits ~~decreased $575~~increased $425 million compared to the ~~second~~fourth quarter of 2021. A ~~$561~~$295 million ~~decrease~~increase in interest bearing transaction accounts and a ~~$58~~$246 million ~~decrease~~increase in ~~time~~demand deposit balances was partially offset by a ~~$43~~$121 million ~~increase~~decrease in ~~demand~~time deposit balances.

Average time deposits for the ~~third~~first quarter of ~~2021~~2022 included ~~$56~~$48 million of brokered deposits, ~~a $10 million~~an $845 thousand decrease compared to the ~~second~~fourth quarter of 2021. Average interest-bearing transaction accounts for the ~~third~~first quarter included ~~$2.0~~$2.1 billion of brokered deposits, ~~a $48~~an $8.0 million increase over the ~~second~~fourth quarter of 2021.

- 33 -

The distribution of our period end deposit account balances among principal markets follows in Table 20.

Table 20 -- Period End Deposits by Principal Market Area

(In thousands)


		Sept. 30, 2021		June 30, 2021		Mar. 31, 2021		Dec. 31, 2020		Sept. 30, 2020			Mar. 31, 2022		Dec. 31, 2021		Sept. 30, 2021		June 30, 2021		Mar. 31, 2021
Oklahoma:	Oklahoma:											Oklahoma:
Demand	Demand	$	5,080,162	$	4,985,542	$	4,823,436	$	4,329,205	$	4,493,978	Demand	$	5,205,806	$	5,433,405	$	5,080,162	$	4,985,542	$	4,823,436
Interest-bearing:	Interest-bearing:											Interest-bearing:
Transaction	Transaction	11,692,679		12,065,844		12,828,070		12,603,658		12,586,449		Transaction	11,410,709		12,689,367		11,692,679		12,065,844		12,828,070
Savings	Savings	510,906		500,344		487,862		420,996		401,062		Savings	558,634		521,439		510,906		500,344		487,862
Time	Time	1,039,866		1,139,980		1,197,517		1,134,453		1,081,176		Time	817,744		978,822		1,039,866		1,139,980		1,197,517
Total interest-bearing	Total interest-bearing	13,243,451		13,706,168		14,513,449		14,159,107		14,068,687		Total interest-bearing	12,787,087		14,189,628		13,243,451		13,706,168		14,513,449
Total Oklahoma	Total Oklahoma	18,323,613		18,691,710		19,336,885		18,488,312		18,562,665		Total Oklahoma	17,992,893		19,623,033		18,323,613		18,691,710		19,336,885

Texas:	Texas:											Texas:
Demand	Demand	3,987,503		3,752,790		3,592,969		3,449,882		3,152,106		Demand	4,552,001		4,552,983		3,987,503		3,752,790		3,592,969
Interest-bearing:	Interest-bearing:											Interest-bearing:
Transaction	Transaction	4,985,465		4,335,113		4,257,234		3,800,427		3,482,555		Transaction	4,963,118		5,345,461		4,985,465		4,335,113		4,257,234
Savings	Savings	165,043		160,805		154,406		139,173		136,787		Savings	182,536		178,458		165,043		160,805		154,406
Time	Time	337,389		346,577		368,086		383,062		438,337		Time	329,931		337,559		337,389		346,577		368,086
Total interest-bearing	Total interest-bearing	5,487,897		4,842,495		4,779,726		4,322,662		4,057,679		Total interest-bearing	5,475,585		5,861,478		5,487,897		4,842,495		4,779,726
Total Texas	Total Texas	9,475,400		8,595,285		8,372,695		7,772,544		7,209,785		Total Texas	10,027,586		10,414,461		9,475,400		8,595,285		8,372,695

Colorado:	Colorado:											Colorado:
Demand	Demand	2,158,596		1,991,343		2,115,354		2,168,404		2,057,603		Demand	2,673,352		2,526,855		2,158,596		1,991,343		2,115,354
Interest-bearing:	Interest-bearing:											Interest-bearing:
Transaction	Transaction	2,337,354		2,159,819		2,100,135		2,170,485		1,861,763		Transaction	2,387,304		2,334,371		2,337,354		2,159,819		2,100,135
Savings	Savings	79,873		73,990		73,446		69,384		68,230		Savings	81,762		78,636		79,873		73,990		73,446
Time	Time	184,002		193,787		204,973		208,778		226,780		Time	165,401		174,351		184,002		193,787		204,973
Total interest-bearing	Total interest-bearing	2,601,229		2,427,596		2,378,554		2,448,647		2,156,773		Total interest-bearing	2,634,467		2,587,358		2,601,229		2,427,596		2,378,554
Total Colorado	Total Colorado	4,759,825		4,418,939		4,493,908		4,617,051		4,214,376		Total Colorado	5,307,819		5,114,213		4,759,825		4,418,939		4,493,908

New Mexico:	New Mexico:											New Mexico:
Demand	Demand	1,222,895		1,197,412		1,131,713		941,074		964,908		Demand	1,271,264		1,196,057		1,222,895		1,197,412		1,131,713
Interest-bearing:	Interest-bearing:											Interest-bearing:
Transaction	Transaction	837,630		723,757		736,923		733,007		713,418		Transaction	888,257		858,394		837,630		723,757		736,923
Savings	Savings	107,615		105,837		103,591		91,646		85,463		Savings	115,457		107,963		107,615		105,837		103,591
Time	Time	168,879		174,665		181,863		186,307		200,525		Time	156,140		163,871		168,879		174,665		181,863
Total interest-bearing	Total interest-bearing	1,114,124		1,004,259		1,022,377		1,010,960		999,406		Total interest-bearing	1,159,854		1,130,228		1,114,124		1,004,259		1,022,377
Total New Mexico	Total New Mexico	2,337,019		2,201,671		2,154,090		1,952,034		1,964,314		Total New Mexico	2,431,118		2,326,285		2,337,019		2,201,671		2,154,090

- 34 -


		Sept. 30, 2021		June 30, 2021		Mar. 31, 2021		Dec. 31, 2020		Sept. 30, 2020			Mar. 31, 2022		Dec. 31, 2021		Sept. 30, 2021		June 30, 2021		Mar. 31, 2021
Arizona:	Arizona:											Arizona:
Demand	Demand	1,110,884		943,511		915,439		905,201		928,671		Demand	947,775		934,282		1,110,884		943,511		915,439
Interest-bearing:	Interest-bearing:											Interest-bearing:
Transaction	Transaction	784,614		820,901		835,795		768,220		771,319		Transaction	810,896		834,491		784,614		820,901		835,795
Savings	Savings	16,468		13,496		13,235		12,174		11,498		Savings	18,122		16,182		16,468		13,496		13,235
Time	Time	30,862		30,012		30,997		32,721		36,929		Time	27,259		31,274		30,862		30,012		30,997
Total interest-bearing	Total interest-bearing	831,944		864,409		880,027		813,115		819,746		Total interest-bearing	856,277		881,947		831,944		864,409		880,027
Total Arizona	Total Arizona	1,942,828		1,807,920		1,795,466		1,718,316		1,748,417		Total Arizona	1,804,052		1,816,229		1,942,828		1,807,920		1,795,466

Kansas/Missouri:	Kansas/Missouri:											Kansas/Missouri:
Demand	Demand	488,595		463,339		478,370		426,738		405,360		Demand	553,345		658,342		488,595		463,339		478,370
Interest-bearing:	Interest-bearing:											Interest-bearing:
Transaction	Transaction	965,757		978,160		991,510		960,237		616,797		Transaction	1,107,525		1,086,946		965,757		978,160		991,510
Savings	Savings	17,303		17,539		18,686		16,286		15,520		Savings	19,589		18,844		17,303		17,539		18,686
Time	Time	13,040		13,509		13,898		14,610		16,430		Time	11,527		12,255		13,040		13,509		13,898
Total interest-bearing	Total interest-bearing	996,100		1,009,208		1,024,094		991,133		648,747		Total interest-bearing	1,138,641		1,118,045		996,100		1,009,208		1,024,094
Total Kansas/Missouri	Total Kansas/Missouri	1,484,695		1,472,547		1,502,464		1,417,871		1,054,107		Total Kansas/Missouri	1,691,986		1,776,387		1,484,695		1,472,547		1,502,464

Arkansas:	Arkansas:											Arkansas:
Demand	Demand	41,594		46,472		45,889		45,834		44,712		Demand	38,798		42,499		41,594		46,472		45,889
Interest-bearing:	Interest-bearing:											Interest-bearing:
Transaction	Transaction	149,611		195,125		141,207		122,388		164,439		Transaction	122,020		119,543		149,611		195,125		141,207
Savings	Savings	3,289		3,445		3,000		2,333		2,389		Savings	3,265		3,213		3,289		3,445		3,000
Time	Time	6,677		6,819		7,022		7,197		7,796		Time	6,414		6,196		6,677		6,819		7,022
Total interest-bearing	Total interest-bearing	159,577		205,389		151,229		131,918		174,624		Total interest-bearing	131,699		128,952		159,577		205,389		151,229
Total Arkansas	Total Arkansas	201,171		251,861		197,118		177,752		219,336		Total Arkansas	170,497		171,451		201,171		251,861		197,118
Total BOK Financial deposits	Total BOK Financial deposits	$	38,524,551	$	37,439,933	$	37,852,626	$	36,143,880	$	34,973,000	Total BOK Financial deposits	$	39,425,951	$	41,242,059	$	38,524,551	$	37,439,933	$	37,852,626

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 Company has no wholesale federal funds purchased at ~~September 30, 2021.~~March 31, 2022. 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 ~~$1.9~~$1.1 billion during the quarter, compared to ~~$2.1 billion~~$842 million in the ~~second~~fourth quarter of 2021.

At ~~September 30, 2021,~~March 31, 2022, the estimated unused credit available to BOKF, NA from collateralized sources was approximately ~~$17.4~~$16.4 billion.

A summary of other borrowings for BOK Financial on a consolidated basis follows in Table 21.

- 35 -

Table 21 -- Borrowed Funds

(In thousands)


				Three Months Ended September 30, 2021							Three Months Ended June 30, 2021								Three Months Ended March 31, 2022							Three Months Ended Dec. 31, 2021
		Sept. 30, 2021		Average Balance During the Quarter		Rate		Maximum Outstanding At Any Month End During the Quarter	June 30, 2021		Average Balance During the Quarter		Rate		Maximum Outstanding At Any Month End During the Quarter		Mar. 31, 2022		Average Balance During the Quarter		Rate		Maximum Outstanding At Any Month End During the Quarter	Dec. 31, 2021		Average Balance During the Quarter		Rate		Maximum Outstanding At Any Month End During the Quarter

Funds purchased	Funds purchased	253,557		377,436		0.57	%	326,176	185,315		591,112		0.40	%	395,416	Funds purchased	444,068		371,435		0.57	%	444,068	199,513		337,328		0.63	%	226,605
Repurchase agreements	Repurchase agreements	589,716		1,071,364		0.07	%	611,488	544,868		1,199,378		0.05	%	544,868	Repurchase agreements	624,261		1,633,031		1.04	%	3,034,312	2,126,936		2,555,800		0.74	%	2,920,728
Other borrowings:	Other borrowings:															Other borrowings:
Federal Home Loan Bank advances	Federal Home Loan Bank advances	—		1,908,152		0.26	%	700,000	500,000		2,138,462		0.27	%	2,600,000	Federal Home Loan Bank advances	—		1,112,222		0.28	%	700,000	—		842,393		0.27	%	—
GNMA repurchase liability	GNMA repurchase liability	6,495		7,286		4.14	%	7,618	7,625		11,306		3.73	%	10,895	GNMA repurchase liability	6,294		6,530		4.29	%	6,804	7,420		8,440		4.42	%	9,358

Paycheck protection program liquidity facility		—		599,747		0.34	%	672,850	1,010,560		1,430,522		0.35	%	1,529,788

Other	Other	30,931		30,898		5.33	%	31,322	28,046		28,079		5.53	%	28,757	Other	29,952		29,688		2.39	%	29,952	29,333		30,004		3.29	%	30,724
Total other borrowings	Total other borrowings	37,426		2,546,083		0.37	%		1,546,231		3,608,369		0.34	%		Total other borrowings	36,246		1,148,440		0.38	%		36,753		880,837		0.49	%
Subordinated debentures1	Subordinated debentures1	131,220		214,654		4.63	%	276,049	276,043		276,034		4.87	%	276,043	Subordinated debentures1	131,209		131,228		4.02	%	131,230	131,226		131,224		4.02	%	131,226

Total other borrowed funds and subordinated debentures	Total other borrowed funds and subordinated debentures	$	1,011,919	$	4,209,537	0.53	%		$	2,552,457	$	5,674,893	0.50	%		Total other borrowed funds and subordinated debentures	$	1,235,784	$	3,284,134	0.88	%		$	2,494,428	$	3,905,189	0.78	%

1 Parent 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.~~investors if delinquent loans are not repurchased from the GNMA mortgage pools.

Parent Company

At ~~September 30, 2021,~~March 31, 2022, cash and interest-bearing cash and cash equivalents held by the parent company totaled ~~$159~~$233 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 ~~September 30, 2021,~~March 31, 2022, based upon the most restrictive limitations as well as management's internal capital policy, BOKF, NA could declare up to ~~$401~~$18 million of ~~dividends without regulatory approval.~~dividends. 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 ~~September 30, 2021~~March 31, 2022 was ~~$5.4~~$4.9 billion, a ~~$42~~$515 million ~~increase over June 30,~~decrease compared to December 31, 2021. Net income less cash dividends paid increased equity ~~$153~~$26 million during the ~~third~~first quarter of ~~2021.~~2022. Changes in interest rates resulted in a ~~$58~~$490 million decrease in accumulated other comprehensive ~~gain~~income compared to ~~June 30,~~December 31, 2021. We also repurchased ~~$41~~$48 million of common stock during the ~~third~~first quarter of ~~2021.~~2022. 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.

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 ~~September 30, 2021, 3,204,948~~March 31, 2022, 3,809,347 shares have been repurchased under this authorization. The Company repurchased ~~478,141~~475,877 shares of common stock at an average price of ~~$85.00~~$101.02 a share in the ~~third~~first quarter of ~~2021.~~2022. We view share buybacks opportunistically, but within the context of maintaining our strong capital position.

- 36 -

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 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 2011 basis points to the Company's Common equity Tier 1 capital at ~~September 30, 2021.~~March 31, 2022.

The capital ratios for BOK Financial on a consolidated basis are presented in Table 22.

Table 22 -- Capital Ratios


		Minimum Capital Requirement		Capital Conservation Buffer		Minimum Capital Requirement Including Capital Conservation Buffer		Sept. 30, 2021		June 30, 2021		Sept. 30, 2020			Minimum Capital Requirement		Capital Conservation Buffer		Minimum Capital Requirement Including Capital Conservation Buffer		Mar. 31, 2022		Dec. 31, 2021		Mar. 31, 2021
Risk-based capital:	Risk-based capital:													Risk-based capital:
Common equity Tier 1	Common equity Tier 1	4.50	%	2.50	%	7.00	%	12.26	%	11.95	%	12.07	%	Common equity Tier 1	4.50	%	2.50	%	7.00	%	11.30	%	12.24	%	12.14	%
Tier 1 capital	Tier 1 capital	6.00	%	2.50	%	8.50	%	12.29	%	12.01	%	12.07	%	Tier 1 capital	6.00	%	2.50	%	8.50	%	11.31	%	12.25	%	12.21	%
Total capital	Total capital	8.00	%	2.50	%	10.50	%	13.38	%	13.61	%	14.05	%	Total capital	8.00	%	2.50	%	10.50	%	12.25	%	13.29	%	13.98	%
Tier 1 Leverage	Tier 1 Leverage	4.00	%	N/A		4.00	%	8.77	%	8.58	%	8.39	%	Tier 1 Leverage	4.00	%	N/A		4.00	%	8.47	%	8.55	%	8.42	%

Average total equity to average assets	Average total equity to average assets							11.00	%	10.62	%	10.55	%	Average total equity to average assets							10.18	%	10.61	%	10.48	%
Tangible common equity ratio	Tangible common equity ratio							9.28	%	9.09	%	9.02	%	Tangible common equity ratio							8.13	%	8.61	%	8.82	%

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

- 37 -

Table 23 -- Non-GAAP Measure

(Dollars in thousands)


		Sept. 30, 2021			June 30, 2021			Mar. 31, 2021			Dec. 31, 2020			Sept. 30, 2020				Mar. 31, 2022			Dec. 31, 2021			Sept. 30, 2021			June 30, 2021			Mar. 31, 2021
Tangible common equity ratio:	Tangible common equity ratio:																Tangible common equity ratio:
Total shareholders' equity	Total shareholders' equity	$	5,388,973		$	5,332,977		$	5,239,462		$	5,266,266		$	5,218,787		Total shareholders' equity	$	4,849,582		$	5,363,732		$	5,388,973		$	5,332,977		$	5,239,462
Less: Goodwill and intangible assets, net	Less: Goodwill and intangible assets, net	1,140,935			1,153,785			1,158,676			1,161,527			1,166,615			Less: Goodwill and intangible assets, net	1,132,510			1,136,527			1,140,935			1,153,785			1,158,676
Tangible common equity	Tangible common equity	4,248,038			4,179,192			4,080,786			4,104,739			4,052,172			Tangible common equity	3,717,072			4,227,205			4,248,038			4,179,192			4,080,786
Total assets	Total assets	46,923,409			47,154,375			47,442,513			46,671,088			46,067,224			Total assets	46,826,507			50,249,431			46,923,409			47,154,375			47,442,513
Less: Goodwill and intangible assets, net	Less: Goodwill and intangible assets, net	1,140,935			1,153,785			1,158,676			1,161,527			1,166,615			Less: Goodwill and intangible assets, net	1,132,510			1,136,527			1,140,935			1,153,785			1,158,676
Tangible assets	Tangible assets	$	45,782,474		$	46,000,590		$	46,283,837		$	45,509,561		$	44,900,609		Tangible assets	$	45,693,997		$	49,112,904		$	45,782,474		$	46,000,590		$	46,283,837
Tangible common equity ratio	Tangible common equity ratio	9.28		%	9.09		%	8.82		%	9.02		%	9.02		%	Tangible common equity ratio	8.13		%	8.61		%	9.28		%	9.09		%	8.82		%

Pre-provision net revenue:	Pre-provision net revenue:																Pre-provision net revenue:
Net income before taxes	Net income before taxes	$	241,782		$	215,603		$	186,690		$	199,847		$	204,644		Net income before taxes	$	78,649		$	152,025		$	241,782		$	215,603		$	186,690
Provision for expected credit losses	Provision for expected credit losses	(23,000)			(35,000)			(25,000)			(6,500)			—			Provision for expected credit losses	—			(17,000)			(23,000)			(35,000)			(25,000)
Net income (loss) attributable to non-controlling interests	Net income (loss) attributable to non-controlling interests	(601)			686			(1,752)			485			58			Net income (loss) attributable to non-controlling interests	(36)			(129)			(601)			686			(1,752)
Pre-provision net revenue	Pre-provision net revenue	$	219,383		$	179,917		$	163,442		$	192,862		$	204,586		Pre-provision net revenue	$	78,685		$	135,154		$	219,383		$	179,917		$	163,442

Pre-provision net revenue is a measure of revenue less expenses, and is calculated before provision for credit losses and income tax expense. This financial measure is frequently used by investors and analysts to enable them to assess a company's ability to generate earnings to cover credit losses through a credit cycle. It also provides an additional basis for comparing the results of operations between periods by isolating the impact of the provision for credit losses, which can vary significantly between periods.

Off-Balance Sheet Arrangements

See Note 4 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.

- 38 -

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

~~- 38 -~~

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 decrease in interest rates in the current low-rate environment are not meaningful. Management also reviews alternative rate changes and time periods.

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.

The interest rate sensitivity in Table 24 ~~indicate~~indicates management’s estimation of the impact of rate changes on net interest revenue. Should deposit costs be 10 percent more sensitive to changes in rates, the variation in net interest revenue over the next twelve months would be ~~5.97~~6.60 percent, or ~~$67.2~~$75.1 million for the 200 basis point increase scenario. Alternatively, should deposit funding costs be 10 percent less sensitive to changes in rates, the variation in net interest revenue over the next twelve months would be ~~7.37~~8.45 percent, or ~~$82.8~~$96.1 million for the 200 basis point increase scenario. Additionally, in a flattening yield curve scenario where long-term rates increase by 100 basis points and short-term rates increase by 200 basis points, net interest revenue would increase by approximately 3.26 percent, or $37.0 million.

Table 24 -- Interest Rate Sensitivity

(Dollars in thousands)


		200 bp Increase						100 bp Increase
		September 30,						September 30,							Mar. 31, 2022						Dec. 31, 2021
		2021			2020			2021			2020				200 bp Increase			100 bp Increase			200 bp Increase			100 bp Increase
Anticipated impact over the next twelve months on net interest revenue	Anticipated impact over the next twelve months on net interest revenue	$	74,998		$	27,973		$	47,528		$	24,941		Anticipated impact over the next twelve months on net interest revenue	$	85,608		$	55,495		$	87,241		$	54,213
		6.67		%	2.69		%	4.23		%	2.40		%		7.53		%	4.88		%	7.60		%	4.72		%
Anticipated impact over months twelve through twenty-four	Anticipated impact over months twelve through twenty-four	$	168,932		$	114,156		$	118,942		$	87,910		Anticipated impact over months twelve through twenty-four	$	195,813		$	132,326		$	185,054		$	129,850
		15.01		%	11.15		%	10.57		%	8.90		%		16.36		%	11.39		%	16.03		%	11.25		%

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.

- 39 -

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.

~~- 39 -~~

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 25 -- MSR Asset and Hedge Sensitivity Analysis

(Dollars in thousands)


		September 30,
		2021				2020					Mar. 31, 2022				Dec. 31, 2021
		Up 50 bp		Down 50 bp		Up 50 bp		Down 50 bp			Up 50 bp		Down 50 bp		Up 50 bp		Down 50 bp
MSR Asset	MSR Asset	$	29,105	$	(35,405)	$	26,917	$	(11,991)	MSR Asset	$	12,025	$	(17,973)	$	31,856	$	(41,815)
MSR Hedge	MSR Hedge	(36,540)		33,489		(18,361)		17,534		MSR Hedge	(13,708)		13,723		(38,213)		36,692
Net Exposure	Net Exposure	(7,435)		(1,916)		8,556		5,543		Net Exposure	(1,683)		(4,250)		(6,357)		(5,123)

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 26 -- Mortgage Pipeline Sensitivity Analysis

(Dollars in thousands)


		Three Months Ended September 30,								Nine Months Ended September 30,									Three Months Ended
		2021				2020				2021				2020					Mar. 31, 2022				Dec. 31, 2021				Mar. 31, 2021
		Up 50 bp		Down 50 bp		Up 50 bp		Down 50 bp		Up 50 bp		Down 50 bp		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	Average1	$	(354)	$	(403)	$	(407)	$	(696)	$	(487)	$	(498)	$	(339)	$	(308)	Average1	$	(96)	$	(420)	$	(252)	$	(254)	$	(647)	$	(612)
Low2	Low2	(81)		(216)		344		314		(17)		13		582		998		Low2	161		2		103		(62)		(17)		(58)
High3	High3	(603)		(676)		(1,044)		(1,160)		(1,244)		(1,097)		(1,344)		(1,483)		High3	(402)		(779)		(621)		(523)		(1,244)		(1,097)
Period End	Period End	(393)		(449)		(543)		(705)		(393)		(449)		(543)		(705)		Period End	(27)		(95)		(85)		(181)		(564)		(422)

1 Average represents the simple average of each daily value observed during the reporting period.

2 Low represents least risk of loss in fair value measured as the smallest negative value or the largest positive value observed daily during the reporting period.

3 High represents the greatest risk of loss in fair value measured as the largest negative value or the smallest positive value observed daily during the reporting period.

- 40 -

BOK Financial ~~engages in~~enters into 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 risk, liquidity risk 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 and manage the ~~interest rate~~market 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. Risk management tools include Value at Risk ("VaR"), stress testing and sensitivity analysis. Economic hedges in either the futures or cash markets may be used to reduce the risk associated with some trading programs. Basis Risk can result when trading asset values and the instruments used to hedge them move at different rates.

~~- 40 -~~

VaR measures the potential loss of a given position or portfolio of positions at a specified confidence level and time horizon. BOK Financial utilizes a historical VaR methodology to measure and aggregate risks across its covered trading positions. For Market Risk Rule purposes, the Company calculates VaR using a historical simulation approach and measures the potential trading losses using a 10-day holding period and a 99% confidence level.

Due to inherent limitations of the VaR methodology, including its reliance on past market behavior which might not be indicative of future market performance, VaR is only one of several tools used to measure and manage market risk. Other tools used to actively manage market risk include stress testing (“Stressed VaR”), and sensitivity analysis.

Stressed VaR, is calculated using the same internal models as used for the VaR-based measure. Stressed VaR is calculated over a ten-day holding period at a one-tail, 99% confidence level and employs a historical simulation approach based on a continuous twelve-month historical window selected to reflect a period of significant financial stress for the Company’s trading portfolio.

The trading portfolio’s VaR and Stressed VaR profiles are influenced by a variety of factors, including the size and composition of the portfolio, market volatility, and the correlation between different positions. A portfolio of trading positions is typically less risky than the sum of the risk from each of the individual sub-portfolios, because, under normal market conditions, risk within each category partially offsets the exposure to other risk categories. Table 27 below summarizes certain VaR and Stressed VaR based measures for the three months ended March 31, 2022, December 31, 2021, and March 31, 2021. In the first quarter of 2022, both VaR measures decreased from the previous quarter. This decrease resulted from a decline in total trading assets and a decrease in basis risk between trading assets and their economic hedges.

Table 27-- VaR and SVaR Measures


	Three Months Ended
	Mar. 31, 2022				Dec. 31, 2021				Mar. 31, 2021
	10 day 99% VaR		10 day 99% SVaR		10 day 99% VaR		10 day 99% SVaR			10 day 99% VaR		10 day 99% SVaR
Average1	$	8,759	$	39,402	$	8,930	$	40,010		$	6,836	$	10,266
Low	5,969		23,910		6,100		21,390			3,500		4,582
High	14,556		73,790		15,060		67,440			9,951		27,792
Period End	8,178		23,988		9,770		45,050			8,038		11,221

1 Average represents the simple average of each daily value observed during the reporting period.

The Company monitors the accuracy of internal VaR models and modeling processes by back-testing model performance. The Company updates historical data used by the VaR model on a regular basis and model validators independent of business lines perform regular modeled validations to access model input, processing, and reporting components. These models are required to be independently validated and approved prior to implementation.

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

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Table 2728 -- Trading Sensitivity Analysis

(Dollars in thousands)


		Three Months Ended September 30,								Nine Months Ended September 30,									Three Months Ended
		2021				2020				2021				2020					Mar. 31, 2022				Dec. 31, 2021				Mar. 31, 2021
		Up 50 bp		Down 50 bp		Up 50 bp		Down 50 bp		Up 50 bp		Down 50 bp		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	Average1	$	(1,133)	$	4,444	$	(178)	$	1,461	$	(1,503)	$	3,983	$	(2,280)	$	3,965	Average1	$	499	$	2,927	$	1,134	$	1,479	$	(2,572)	$	3,553
Low2	Low2	7,271		10,424		7,893		8,762		7,271		13,323		7,893		15,309		Low2	8,643		12,277		8,631		9,319		5,818		8,801
High3	High3	(6,701)		(5,392)		(7,371)		(4,058)		(9,345)		(5,392)		(12,490)		(4,058)		High3	(11,253)		(3,813)		(6,589)		(5,020)		(7,054)		(4,618)
Period End	Period End	(1,288)		2,423		(5,837)		5,698		(1,288)		2,423		(5,837)		5,698		Period End	49		1,076		1,587		355		(6,548)		7,756

1 Average represents the simple average of each daily value observed during the reporting period.

2 Low represents least risk of loss in fair value measured as the smallest negative value or the largest positive value observed daily during the reporting period.

3 High represents the greatest risk of loss in fair value measured as the largest negative value or the smallest positive value observed daily during the reporting period.

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.

On March 5, 2021, the Financial Conduct Authority officially confirmed the adoption of recommendations made in November of 2020 by the ICE Benchmark Administration (IBA), the FCA-regulated and authorized administrator of LIBOR. At that time, the IBA had announced its intention to cease USD LIBOR for one-week and two-month tenors at the end of 2021, but to extend the anticipated cessation date for the remaining USD LIBOR tenors to the end of June 2023. Regulators were supportive and issued a joint statement that communicated their expectation for banks to cease entering into new contracts that use USD LIBOR as a reference rate as soon as practicable and in any event by December 31, 2021.

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 that mature after planned cessation dates have been inventoried and are monitored on an ongoing basis. Remediation of these exposures will be consistent with industry timing. The Group has also inventoried indirect LIBOR exposures within the Company's systems, models and processes, and remediation of critical items is nearing completion.

Consistent with the regulatory guidance, the Company plans and is well positioned to cease originating loans indexed to LIBOR no later than December 31, 2021. There are currently several viable alternative reference rates that we plan to make available to serve our customers' needs, but the Company expects its primary LIBOR replacement index to be SOFR. The Company’s LIBOR Transition Working Group continues to monitor the market and adapt the Company’s approach based on market conditions. We do not currently expect there to be a material financial impact to the Company or our customers regardless of which index or indices the Company selects to replace LIBOR later this year.

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

~~- 41 -~~

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.

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 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 acquisitions and 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. 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 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.

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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 2021 2020 2021 2020
Loans $ 191,206 $ 215,977 $ 582,621 $ 674,633
Residential mortgage loans held for sale 1,274 1,585 4,223 4,848
Trading securities 38,941 8,723 111,518 31,890
Investment securities 2,580 2,939 7,914 9,060
Available for sale securities 57,310 62,369 174,827 200,386
Fair value option securities 342 1,986 1,240 17,804
Restricted equity securities 1,565 913 4,675 8,687
Interest-bearing cash and cash equivalents 245 167 577 2,672
Total interest revenue 293,463 294,659 887,595 949,980
Interest expense
Deposits 7,665 14,658 25,940 78,562
Borrowed funds 3,066 4,856 11,494 49,637
Subordinated debentures 2,505 3,395 9,205 10,567
Total interest expense 13,236 22,909 46,639 138,766
Net interest revenue 280,227 271,750 840,956 811,214
Provision for credit losses (23,000) — (83,000) 229,092
Net interest revenue after provision for credit losses 303,227 271,750 923,956 582,122
Other operating revenue
Brokerage and trading revenue 47,930 69,526 98,120 182,327
Transaction card revenue 24,632 23,465 71,985 68,286
Fiduciary and asset management revenue 45,248 39,931 131,402 125,646
Deposit service charges and fees 27,429 24,286 77,499 72,462
Mortgage banking revenue 26,286 51,959 84,618 143,062
Other revenue 18,896 13,698 58,364 37,486
Total fees and commissions 190,421 222,865 521,988 629,269
Other gains (losses), net 31,091 2,044 57,661 (1,347)
Gain (loss) on derivatives, net (5,760) 2,354 (14,590) 42,659
Gain (loss) on fair value option securities, net (120) (754) (3,657) 53,180
Change in fair value of mortgage servicing rights 12,945 3,441 33,778 (85,800)
Gain on available for sale securities, net 1,255 (12) 3,152 5,571
Total other operating revenue 229,832 229,938 598,332 643,532
Other operating expense
Personnel 175,863 179,860 520,908 512,276
Business promotion 4,939 2,633 9,837 10,783
Charitable contributions to BOKF Foundation — — 4,000 3,000
Professional fees and services 12,436 14,074 36,777 39,183
Net occupancy and equipment 28,395 28,111 81,690 84,847
Insurance 3,712 5,848 11,992 15,984
Data processing and communications 38,371 34,751 112,256 100,436
Printing, postage and supplies 3,558 3,482 11,283 11,256
Amortization of intangible assets 4,488 5,071 13,873 15,355
Mortgage banking costs 8,962 15,803 34,031 41,946
Other expense 10,553 7,411 41,566 26,571
Total other operating expense 291,277 297,044 878,213 861,637
Net income before taxes 241,782 204,644 644,075 364,017
Federal and state income taxes 54,061 50,552 144,939 83,655
Net income 187,721 154,092 499,136 280,362
Net income (loss) attributable to non-controlling interests (601) 58 (1,667) (444)
Net income attributable to BOK Financial Corporation shareholders $ 188,322 $ 154,034 $ 500,803 $ 280,806
Earnings per share:
Basic $ 2.74 $ 2.19 $ 7.23 $ 3.99
Diluted $ 2.74 $ 2.19 $ 7.23 $ 3.99
Average shares used in computation:
Basic 68,359,125 69,877,866 68,768,044 69,958,944
Diluted 68,360,871 69,879,290 68,770,663 69,962,053
Dividends declared per share $ 0.52 $ 0.51 $ 1.56 $ 1.53


Consolidated Statements of Earnings (Unaudited)
(In thousands, except share and per share data)	Three Months Ended
	March 31,
Interest revenue	2022		2021
Loans	$	178,373	$	197,574
Residential mortgage loans held for sale	1,394		1,380
Trading securities	40,975		35,922
Investment securities	2,354		2,726
Available for sale securities	57,932		58,608
Fair value option securities	491		496
Restricted equity securities	1,107		1,359
Interest-bearing cash and cash equivalents	473		174
Total interest revenue	283,099		298,239
Interest expense
Deposits	7,598		9,850
Borrowed funds	5,788		4,622
Subordinated debentures	1,302		3,347
Total interest expense	14,688		17,819
Net interest revenue	268,411		280,420
Provision for credit losses	—		(25,000)
Net interest revenue after provision for credit losses	268,411		305,420
Other operating revenue
Brokerage and trading revenue	(27,079)		20,782
Transaction card revenue	24,216		22,430
Fiduciary and asset management revenue	46,399		41,322
Deposit service charges and fees	27,004		24,209
Mortgage banking revenue	16,650		37,113
Other revenue	10,445		16,296
Total fees and commissions	97,635		162,152
Other gains (losses), net	(1,644)		10,121
Loss on derivatives, net	(46,981)		(27,650)
Loss on fair value option securities, net	(11,201)		(1,910)
Change in fair value of mortgage servicing rights	49,110		33,874
Gain on available for sale securities, net	937		467



Total other operating revenue	87,856		177,054
Other operating expense
Personnel	159,228		173,010
Business promotion	6,513		2,154
Charitable contributions to BOKF Foundation	—		4,000
Professional fees and services	11,413		11,980
Net occupancy and equipment	30,855		26,662
Insurance	4,283		4,620
Data processing and communications	39,836		37,467
Printing, postage and supplies	3,689		3,440
Amortization of intangible assets	3,964		4,807
Mortgage banking costs	7,877		13,943
Other expense	9,960		13,701
Total other operating expense	277,618		295,784
Net income before taxes	78,649		186,690
Federal and state income taxes	16,197		42,382
Net income	62,452		144,308
Net loss attributable to non-controlling interests	(36)		(1,752)
Net income attributable to BOK Financial Corporation shareholders	$	62,488	$	146,060
Earnings per share:
Basic	$	0.91	$	2.10
Diluted	$	0.91	$	2.10
Average shares used in computation:
Basic	67,812,400		69,137,375
Diluted	67,813,851		69,141,710
Dividends declared per share	$	0.53	$	0.52

See accompanying notes to consolidated financial statements.

- 43 -


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)									(In thousands, except share and per share data)
		Three Months Ended				Nine Months Ended					Three Months Ended
		September 30,				September 30,					March 31,
		2021		2020		2021		2020			2022		2021
Net income	Net income	$	187,721	$	154,092	$	499,136	$	280,362	Net income	$	62,452	$	144,308
Other comprehensive income (loss) before income taxes:	Other comprehensive income (loss) before income taxes:									Other comprehensive income (loss) before income taxes:
Net change in unrealized gain (loss)	Net change in unrealized gain (loss)	(74,525)		(6,783)		(216,176)		347,985		Net change in unrealized gain (loss)	(639,041)		(150,131)
Reclassification adjustments included in earnings:	Reclassification adjustments included in earnings:									Reclassification adjustments included in earnings:

Loss (gain) on available for sale securities, net		(1,255)		12		(3,152)		(5,571)
Other comprehensive income (loss) before income taxes		(75,780)		(6,771)		(219,328)		342,414
Gain on available for sale securities, net										Gain on available for sale securities, net	(937)		(467)
Other comprehensive loss before income taxes										Other comprehensive loss before income taxes	(639,978)		(150,598)
Federal and state income taxes	Federal and state income taxes	(18,184)		(1,625)		(52,632)		82,167		Federal and state income taxes	(149,781)		(36,139)
Other comprehensive income (loss), net of income taxes		(57,596)		(5,146)		(166,696)		260,247
Comprehensive income		130,125		148,946		332,440		540,609
Comprehensive income (loss) attributable to non-controlling interests		(601)		58		(1,667)		(444)
Comprehensive income attributable to BOK Financial Corp. shareholders		$	130,726	$	148,888	$	334,107	$	541,053
Other comprehensive loss, net of income taxes										Other comprehensive loss, net of income taxes	(490,197)		(114,459)
Comprehensive income (loss)										Comprehensive income (loss)	(427,745)		29,849
Comprehensive loss attributable to non-controlling interests										Comprehensive loss attributable to non-controlling interests	(36)		(1,752)
Comprehensive income (loss) attributable to BOK Financial Corp. shareholders										Comprehensive income (loss) attributable to BOK Financial Corp. shareholders	$	(427,709)	$	31,601

See accompanying notes to consolidated financial statements.

- 44 -

Consolidated Balance Sheets

(In thousands, except share data)


		Sept. 30, 2021		Dec. 31, 2020			Mar. 31, 2022		Dec. 31, 2021
		(Unaudited)		(Footnote 1)			(Unaudited)		(Footnote 1)
Assets	Assets					Assets
Cash and due from banks	Cash and due from banks	$	729,285	$	798,757	Cash and due from banks	$	767,805	$	712,067
Interest-bearing cash and cash equivalents	Interest-bearing cash and cash equivalents	1,162,477		381,816		Interest-bearing cash and cash equivalents	599,976		2,125,343
Trading securities	Trading securities	5,554,040		4,707,975		Trading securities	4,891,096		9,136,813
Investment securities, net of allowance (fair value: September 30, 2021 – $238,489; December 31, 2020 – $272,431)		215,592		244,843
Investment securities, net of allowance (fair value: March 31, 2022 – $191,235; December 31, 2021 – $231,395)						Investment securities, net of allowance (fair value: March 31, 2022 – $191,235; December 31, 2021 – $231,395)	183,824		210,444
Available for sale securities	Available for sale securities	13,342,113		13,050,665		Available for sale securities	12,894,534		13,157,817
Fair value option securities	Fair value option securities	51,019		114,982		Fair value option securities	185,003		43,770
Restricted equity securities	Restricted equity securities	77,542		171,391		Restricted equity securities	77,389		83,113
Residential mortgage loans held for sale	Residential mortgage loans held for sale	176,813		252,316		Residential mortgage loans held for sale	169,474		192,295
Loans	Loans	20,347,936		23,007,520		Loans	20,674,429		20,205,680
Allowance for loan losses	Allowance for loan losses	(276,680)		(388,640)		Allowance for loan losses	(246,473)		(256,421)
Loans, net of allowance	Loans, net of allowance	20,071,256		22,618,880		Loans, net of allowance	20,427,956		19,949,259
Premises and equipment, net	Premises and equipment, net	558,126		551,308		Premises and equipment, net	574,786		574,148
Receivables	Receivables	171,505		245,880		Receivables	238,694		223,021
Goodwill	Goodwill	1,044,749		1,048,091		Goodwill	1,044,749		1,044,749
Intangible assets, net	Intangible assets, net	96,186		113,436		Intangible assets, net	87,761		91,778
Mortgage servicing rights	Mortgage servicing rights	133,308		101,172		Mortgage servicing rights	209,563		163,198
Real estate and other repossessed assets, net of allowance (September 30, 2021 – $6,105; December 31, 2020 – $15,060)		28,770		90,526
Real estate and other repossessed assets, net of allowance (March 31, 2022 – $5,977; December 31, 2021 – $6,083)						Real estate and other repossessed assets, net of allowance (March 31, 2022 – $5,977; December 31, 2021 – $6,083)	24,492		24,589
Derivative contracts, net	Derivative contracts, net	1,901,136		810,688		Derivative contracts, net	2,680,207		1,097,297
Cash surrender value of bank-owned life insurance	Cash surrender value of bank-owned life insurance	403,369		398,758		Cash surrender value of bank-owned life insurance	407,763		405,607
Receivable on unsettled securities sales	Receivable on unsettled securities sales	215,755		62,386		Receivable on unsettled securities sales	229,404		56,172
Other assets	Other assets	990,368		907,218		Other assets	1,132,031		957,951
Total assets	Total assets	$	46,923,409	$	46,671,088	Total assets	$	46,826,507	$	50,249,431

Liabilities and Equity	Liabilities and Equity					Liabilities and Equity
Liabilities:	Liabilities:					Liabilities:
Noninterest-bearing demand deposits	Noninterest-bearing demand deposits	$	14,090,229	$	12,266,338	Noninterest-bearing demand deposits	$	15,242,341	$	15,344,423
Interest-bearing deposits:	Interest-bearing deposits:					Interest-bearing deposits:
Transaction	Transaction	21,753,110		21,158,422		Transaction	21,689,829		23,268,573
Savings	Savings	900,497		751,992		Savings	979,365		924,735
Time	Time	1,780,715		1,967,128		Time	1,514,416		1,704,328
Total deposits	Total deposits	38,524,551		36,143,880		Total deposits	39,425,951		41,242,059
Funds purchased and repurchase agreements	Funds purchased and repurchase agreements	843,273		1,662,386		Funds purchased and repurchase agreements	1,068,329		2,326,449
Other borrowings	Other borrowings	37,426		1,882,970		Other borrowings	36,246		36,753
Subordinated debentures	Subordinated debentures	131,220		276,005		Subordinated debentures	131,209		131,226
Accrued interest, taxes and expense	Accrued interest, taxes and expense	220,266		323,667		Accrued interest, taxes and expense	238,048		273,041
Derivative contracts, net	Derivative contracts, net	739,641		405,779		Derivative contracts, net	557,834		275,625
Due on unsettled securities purchases	Due on unsettled securities purchases	614,598		257,627		Due on unsettled securities purchases	81,016		160,686
Other liabilities	Other liabilities	415,986		427,213		Other liabilities	434,350		435,221
Total liabilities	Total liabilities	41,526,961		41,379,527		Total liabilities	41,972,983		44,881,060
Shareholders' equity:	Shareholders' equity:					Shareholders' equity:
Common stock ($0.00006 par value; 2,500,000,000 shares authorized; shares issued and outstanding: September 30, 2021 – 76,254,190; December 31, 2020 – 75,995,205)		5		5
Common stock ($0.00006 par value; 2,500,000,000 shares authorized; shares issued and outstanding: March 31, 2022 – 76,412,230; December 31, 2021 – 76,254,029)						Common stock ($0.00006 par value; 2,500,000,000 shares authorized; shares issued and outstanding: March 31, 2022 – 76,412,230; December 31, 2021 – 76,254,029)	5		5
Capital surplus	Capital surplus	1,374,688		1,368,062		Capital surplus	1,381,666		1,378,794
Retained earnings	Retained earnings	4,366,779		3,973,675		Retained earnings	4,473,884		4,447,691
Treasury stock (shares at cost: September 30, 2021 – 7,657,426; December 31, 2020 – 6,357,605)		(521,671)		(411,344)
Accumulated other comprehensive gain		169,172		335,868
Treasury stock (shares at cost: March 31, 2022 – 8,308,187; December 31, 2021 – 7,786,257)						Treasury stock (shares at cost: March 31, 2022 – 8,308,187; December 31, 2021 – 7,786,257)	(588,147)		(535,129)
Accumulated other comprehensive gain (loss)						Accumulated other comprehensive gain (loss)	(417,826)		72,371
Total shareholders’ equity	Total shareholders’ equity	5,388,973		5,266,266		Total shareholders’ equity	4,849,582		5,363,732
Non-controlling interests	Non-controlling interests	7,475		25,295		Non-controlling interests	3,942		4,639
Total equity	Total equity	5,396,448		5,291,561		Total equity	4,853,524		5,368,371
Total liabilities and equity	Total liabilities and equity	$	46,923,409	$	46,671,088	Total liabilities and equity	$	46,826,507	$	50,249,431

See accompanying notes to consolidated financial statements.

- 45 -

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, 2021 76,258 $ 5 $ 1,373,101 $ 4,214,130 7,179 $ (481,027) $ 226,768 $ 5,332,977 $ 21,574 $ 5,354,551
Net income (loss) — — — 188,322 — — — 188,322 (601) 187,721
Other comprehensive loss — — — — — — (57,596) (57,596) — (57,596)
Repurchase of common stock — — — — 478 (40,644) — (40,644) — (40,644)
Share-based compensation plans:
Stock options exercised — — — — — — — — — —
Non-vested shares awarded,
     net (4) — — — — — — — — —
Vesting of non-vested
     shares — — — — — — — — — —
Share-based compensation — — 1,587 — — — — 1,587 — 1,587
Cash dividends on common
     stock — — — (35,673) — — — (35,673) — (35,673)
Capital calls and distributions,
     net — — — — — — — — (13,498) (13,498)
Balance, September 30, 2021 76,254 $ 5 $ 1,374,688 $ 4,366,779 7,657 $ (521,671) $ 169,172 $ 5,388,973 $ 7,475 $ 5,396,448
Balance, December 31, 2020 75,995 $ 5 $ 1,368,062 $ 3,973,675 6,358 $ (411,344) $ 335,868 $ 5,266,266 $ 25,295 $ 5,291,561
Net income — — — 500,803 — — — 500,803 (1,667) 499,136
Other comprehensive income — — — — — — (166,696) (166,696) — (166,696)
Repurchase of common stock — — — — 1,231 (104,512) — (104,512) — (104,512)
Share-based compensation
     plans:
Stock options exercised 17 — 949 — — — — 949 — 949
Non-vested shares awarded,
     net 242 — — — — — — — — —
Vesting of non-vested
     shares — — — — 68 (5,815) — (5,815) — (5,815)
Share-based compensation — — 5,677 — — — — 5,677 — 5,677
Cash dividends on common
     stock — — — (107,699) — — — (107,699) — (107,699)
Capital calls and distributions,
     net — — — — — — — — (16,153) (16,153)
Balance, September 30, 2021 76,254 $ 5 $ 1,374,688 $ 4,366,779 7,657 $ (521,671) $ 169,172 $ 5,388,973 $ 7,475 $ 5,396,448

~~- 46 -~~


		Common Stock			Capital Surplus				Retained Earnings				Treasury Stock						Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity		Non- Controlling Interests				Total Equity					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												Shares					Amount					Shares					Amount

Balance, June 30, 2020		75,999	$	5			$	1,357,706			$	3,737,862		5,693			$	(368,894)			$	370,316			$	5,096,995			$	7,428		$	5,104,423

Balance, December 31, 2021																														Balance, December 31, 2021		76,254		$	5		$	1,378,794	$	4,447,691		7,786	$	(535,129)	$	72,371	$	5,363,732	$	4,639	$	5,368,371
Net income (loss)	Net income (loss)	—	—		—				154,034				—		—				—		154,034		58				154,092			Net income (loss)		—		—			—		62,488			—	—		—		62,488		(36)		62,452
Other comprehensive income		—	—		—				—				—		—				(5,146)		(5,146)		—				(5,146)
Other comprehensive loss																														Other comprehensive loss		—		—			—		—			—	—		(490,197)		(490,197)		—		(490,197)
Repurchase of common stock	Repurchase of common stock	—	—		—				—				—		—				—		—		—				—			Repurchase of common stock		—		—			—		—			476	(48,074)		—		(48,074)		—		(48,074)
Share-based compensation plans:	Share-based compensation plans:																													Share-based compensation plans:
Stock options exercised	Stock options exercised	—	—		—				—				—		—				—		—		—				—			Stock options exercised		1		—			37		—			—	—		—		37		—		37
Non-vested shares awarded, net	Non-vested shares awarded, net	(1)	—		—				—				—		—				—		—		—				—			Non-vested shares awarded, net		157		—			—		—			—	—		—		—		—		—
Vesting of non-vested shares	Vesting of non-vested shares	—	—		—				—				—		—				—		—		—				—			Vesting of non-vested shares		—		—			—		—			46	(4,944)		—		(4,944)		—		(4,944)
Share-based compensation	Share-based compensation	—	—		8,754				—				—		—				—		8,754		—				8,754			Share-based compensation		—		—			2,835		—			—	—		—		2,835		—		2,835
Cash dividends on common stock	Cash dividends on common stock	—	—		—				(35,850)				—		—				—		(35,850)		—				(35,850)			Cash dividends on common stock		—		—			—		(36,295)			—	—		—		(36,295)		—		(36,295)
Capital calls and distributions, net	Capital calls and distributions, net	—	—		—				—				—		—				—		—		(164)				(164)			Capital calls and distributions, net		—		—			—		—			—	—		—		—		(661)		(661)

Balance, September 30, 2020		75,998	$	5	$	1,366,460			$	3,856,046			5,693		$	(368,894)			$	365,170	$	5,218,787	$	7,322			$	5,226,109
Balance, March 31, 2022																														Balance, March 31, 2022		76,412		$	5		$	1,381,666	$	4,473,884		8,308	$	(588,147)	$	(417,826)	$	4,849,582	$	3,942	$	4,853,524

Balance, December 31, 2019		75,759	$	5	$	1,350,995			$	3,729,778			5,179		$	(329,906)			$	104,923	$	4,855,795	$	8,124			$	4,863,919
Transition adjustment - CECL		—	—		—				(46,696)				—		—				—		(46,696)		—				(46,696)
Balance, January 1, 2020, Adjusted		75,759	5		1,350,995				3,683,082				5,179		(329,906)				104,923		4,809,099		8,124				4,817,223

Balance, December 31, 2020																														Balance, December 31, 2020		75,995		$	5		$	1,368,062	$	3,973,675		6,358	$	(411,344)	$	335,868	$	5,266,266	$	25,295	$	5,291,561

Net income (loss)	Net income (loss)	—	—		—				280,806				—		—				—		280,806		(444)				280,362			Net income (loss)		—		—			—		146,060			—	—		—		146,060		(1,752)		144,308
Other comprehensive income		—	—		—				—				—		—				260,247		260,247		—				260,247
Other comprehensive loss																														Other comprehensive loss		—		—			—		—			—	—		(114,459)		(114,459)		—		(114,459)
Repurchase of common stock	Repurchase of common stock	—	—		—				—				442		(33,380)				—		(33,380)		—				(33,380)			Repurchase of common stock		—		—			—		—			260	(20,071)		—		(20,071)		—		(20,071)
Share-based compensation plans:	Share-based compensation plans:																													Share-based compensation plans:
Stock options exercised	Stock options exercised	10	—		586				—				—		—				—		586		—				586			Stock options exercised		17		—			949		—			—	—		—		949		—		949
Non-vested shares awarded, net	Non-vested shares awarded, net	229	—		—				—				—		—				—		—		—				—			Non-vested shares awarded, net		232		—			—		—			—	—		—		—		—		—
Vesting of non-vested shares	Vesting of non-vested shares	—	—		—				—				72		(5,608)				—		(5,608)		—				(5,608)			Vesting of non-vested shares		—		—			—		—			68	(5,815)		—		(5,815)		—		(5,815)
Share-based compensation	Share-based compensation	—	—		14,879				—				—		—				—		14,879		—				14,879			Share-based compensation		—		—			2,724		—			—	—		—		2,724		—		2,724
Cash dividends on common stock	Cash dividends on common stock	—	—		—				(107,842)				—		—				—		(107,842)		—				(107,842)			Cash dividends on common stock		—		—			—		(36,192)			—	—		—		(36,192)		—		(36,192)
Capital calls and distributions, net	Capital calls and distributions, net	—	—		—				—				—		—				—		—		(358)				(358)			Capital calls and distributions, net		—		—			—		—			—	—		—		—		(661)		(661)

Balance, September 30, 2020		75,998	$	5	$	1,366,460			$	3,856,046			5,693		$	(368,894)			$	365,170	$	5,218,787	$	7,322			$	5,226,109
Balance, March 31, 2021																														Balance, March 31, 2021		76,244		$	5		$	1,371,735	$	4,083,543		6,686	$	(437,230)	$	221,409	$	5,239,462	$	22,882	$	5,262,344

See accompanying notes to consolidated financial statements.

- 4746 -

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)


		Nine Months Ended					Three Months Ended
		September 30,					March 31,
		2021		2020			2022		2021
Cash Flows From Operating Activities:	Cash Flows From Operating Activities:					Cash Flows From Operating Activities:
Net income	Net income	$	499,136	$	280,362	Net income	$	62,452	$	144,308
Adjustments to reconcile net income to net cash provided (used in) operating activities:	Adjustments to reconcile net income to net cash provided (used in) operating activities:					Adjustments to reconcile net income to net cash provided (used in) operating activities:
Provision for credit losses	Provision for credit losses	(83,000)		229,092		Provision for credit losses	—		(25,000)
Change in fair value of mortgage servicing rights due to market assumption changes	Change in fair value of mortgage servicing rights due to market assumption changes	(33,778)		85,800		Change in fair value of mortgage servicing rights due to market assumption changes	(49,110)		(33,874)
Change in the fair value of mortgage servicing rights due to principal payments	Change in the fair value of mortgage servicing rights due to principal payments	30,949		28,971		Change in the fair value of mortgage servicing rights due to principal payments	7,960		11,961
Net unrealized (gains) losses from derivative contracts	Net unrealized (gains) losses from derivative contracts	81,667		(51,323)		Net unrealized (gains) losses from derivative contracts	(31,298)		92,502
Share-based compensation	Share-based compensation	5,677		14,879		Share-based compensation	2,835		2,724
Depreciation and amortization	Depreciation and amortization	76,196		74,330		Depreciation and amortization	26,091		24,918
Net amortization of discounts and premiums	Net amortization of discounts and premiums	14,286		1,921		Net amortization of discounts and premiums	3,216		4,853
Net losses (gains) on financial instruments and other losses (gains), net	Net losses (gains) on financial instruments and other losses (gains), net	(57,467)		(4,216)		Net losses (gains) on financial instruments and other losses (gains), net	706		(10,587)
Net gain on mortgage loans held for sale	Net gain on mortgage loans held for sale	(56,423)		(77,039)		Net gain on mortgage loans held for sale	(1,056)		(19,045)
Mortgage loans originated for sale	Mortgage loans originated for sale	(2,250,282)		(2,773,686)		Mortgage loans originated for sale	(418,866)		(843,053)
Proceeds from sale of mortgage loans held for sale	Proceeds from sale of mortgage loans held for sale	2,376,479		2,757,412		Proceeds from sale of mortgage loans held for sale	446,742		836,209
Capitalized mortgage servicing rights	Capitalized mortgage servicing rights	(29,307)		(21,330)		Capitalized mortgage servicing rights	(5,215)		(9,830)

Change in trading and fair value option securities	Change in trading and fair value option securities	(782,380)		338,992		Change in trading and fair value option securities	4,104,453		(335,624)
Change in receivables	Change in receivables	97,430		(936,428)		Change in receivables	(88,559)		15,650
Change in other assets	Change in other assets	206		(8,574)		Change in other assets	(19,589)		(24,991)
Change in other liabilities	Change in other liabilities	27,285		421,364		Change in other liabilities	(107,508)		(49,998)
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	(83,326)		360,527		Net cash provided by (used in) operating activities	3,933,254		(218,877)
Cash Flows From Investing Activities:	Cash Flows From Investing Activities:					Cash Flows From Investing Activities:
Proceeds from maturities or redemptions of investment securities	Proceeds from maturities or redemptions of investment securities	28,970		35,967		Proceeds from maturities or redemptions of investment securities	26,363		18,624
Proceeds from maturities or redemptions of available for sale securities	Proceeds from maturities or redemptions of available for sale securities	2,682,934		1,813,057		Proceeds from maturities or redemptions of available for sale securities	723,730		877,257

Purchases of available for sale securities	Purchases of available for sale securities	(3,704,636)		(3,238,556)		Purchases of available for sale securities	(1,161,606)		(1,451,909)
Proceeds from sales of available for sale securities	Proceeds from sales of available for sale securities	488,274		206,979		Proceeds from sales of available for sale securities	55,185		56,037
Change in amount receivable on unsettled available for sale securities transactions	Change in amount receivable on unsettled available for sale securities transactions	(176,600)		3,988		Change in amount receivable on unsettled available for sale securities transactions	(99,944)		(26,130)
Loans originated, net of principal collected	Loans originated, net of principal collected	2,690,611		(1,894,663)		Loans originated, net of principal collected	(460,128)		498,667
Net payments on derivative asset contracts	Net payments on derivative asset contracts	33,183		(96,109)		Net payments on derivative asset contracts	34,855		(7,016)

Net change in restricted equity securities	Net change in restricted equity securities	93,849		348,896		Net change in restricted equity securities	5,724		31,777
Proceeds from disposition of assets	Proceeds from disposition of assets	141,006		62,677		Proceeds from disposition of assets	9,708		43,739
Purchases of assets	Purchases of assets	(130,146)		(116,800)		Purchases of assets	(37,569)		(63,110)
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	2,147,445		(2,874,564)		Net cash provided by (used in) investing activities	(903,682)		(22,064)
Cash Flows From Financing Activities:	Cash Flows From Financing Activities:					Cash Flows From Financing Activities:
Net change in demand deposits, transaction deposits and savings accounts	Net change in demand deposits, transaction deposits and savings accounts	2,567,084		7,561,708		Net change in demand deposits, transaction deposits and savings accounts	(1,626,196)		1,671,518
Net change in time deposits	Net change in time deposits	(186,413)		(209,876)		Net change in time deposits	(189,912)		37,228
Net change in other borrowed funds	Net change in other borrowed funds	(2,734,198)		(4,839,524)		Net change in other borrowed funds	(1,271,195)		(1,078,174)
Repayment of subordinated debentures		(150,000)		—

Net proceeds on derivative liability contracts	Net proceeds on derivative liability contracts	(32,591)		102,064		Net proceeds on derivative liability contracts	(30,779)		8,437
Net change in derivative margin accounts	Net change in derivative margin accounts	(834,108)		(260,949)		Net change in derivative margin accounts	(1,274,645)		2,995
Change in amount due on unsettled available for sale securities transactions	Change in amount due on unsettled available for sale securities transactions	234,589		54,408		Change in amount due on unsettled available for sale securities transactions	(17,198)		(101,311)
Issuance of common and treasury stock, net	Issuance of common and treasury stock, net	(4,866)		(5,022)		Issuance of common and treasury stock, net	(4,907)		(4,866)

Repurchase of common stock	Repurchase of common stock	(104,512)		(33,380)		Repurchase of common stock	(48,074)		(20,071)
Dividends paid	Dividends paid	(107,699)		(107,842)		Dividends paid	(36,295)		(36,192)
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	(1,352,714)		2,261,587		Net cash provided by (used in) financing activities	(4,499,201)		479,564
Net increase (decrease) in cash and cash equivalents	Net increase (decrease) in cash and cash equivalents	711,405		(252,450)		Net increase (decrease) in cash and cash equivalents	(1,469,629)		238,623
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	1,180,573		1,258,821		Cash and cash equivalents at beginning of period	2,837,410		1,180,573
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	1,891,978	$	1,006,371	Cash and cash equivalents at end of period	$	1,367,781	$	1,419,196

Supplemental Cash Flow Information:	Supplemental Cash Flow Information:					Supplemental Cash Flow Information:
Cash paid for interest	Cash paid for interest	$	52,304	$	138,877	Cash paid for interest	$	13,982	$	16,743
Cash paid for taxes	Cash paid for taxes	$	120,879	$	91,977	Cash paid for taxes	$	858	$	852
Net loans and bank premises transferred to repossessed real estate and other assets	Net loans and bank premises transferred to repossessed real estate and other assets	$	8,175	$	42,099	Net loans and bank premises transferred to repossessed real estate and other assets	$	64	$	147
Residential mortgage loans guaranteed by U.S. government agencies that became eligible for repurchase during the period	Residential mortgage loans guaranteed by U.S. government agencies that became eligible for repurchase during the period	$	69,541	$	239,200	Residential mortgage loans guaranteed by U.S. government agencies that became eligible for repurchase during the period	$	12,568	$	36,496
Conveyance of other real estate owned guaranteed by U.S. government agencies	Conveyance of other real estate owned guaranteed by U.S. government agencies	$	4,956	$	9,165	Conveyance of other real estate owned guaranteed by U.S. government agencies	$	1,812	$	1,448
Right-of-use assets obtained in exchange for operating lease liabilities	Right-of-use assets obtained in exchange for operating lease liabilities	$	14,551	$	9,481	Right-of-use assets obtained in exchange for operating lease liabilities	$	9,241	$	1,191

See accompanying notes to consolidated financial statements.

- 4847 -

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 ~~2020~~2021 Form 10-K filed with the Securities and Exchange Commission, which contains audited financial statements. Amounts presented as of December 31, ~~2020~~2021 have been derived from the audited financial statements included in BOK Financial’s ~~2020~~2021 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-month~~three-month period ended ~~September 30, 2021~~March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2021.~~2022.

Newly Adopted and Pending Accounting Policies

Financial Accounting Standards Board (“FASB”)

FASB Accounting Standards Update No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04")

On March 12, 2020, the FASB issued ASU 2020-04 which provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships that reference LIBOR or another reference rate expected to be discontinued, subject to meeting certain criteria. Under the new guidance, an entity can elect by accounting topic or industry subtopic to account for the modification of a contract affected by reference rate reform as a continuation of the existing contract, if certain conditions are met. In addition, the new guidance allows an entity to elect on a hedge-by-hedge basis to continue to apply hedge accounting for hedging relationships in which the critical terms change due to reference rate reform, if certain conditions are met. A one-time election to sell and/or transfer held-to-maturity debt securities that reference a rate affected by reference rate reform is also allowed. ASU 2020-04 became effective for all entities as of March 12, 2020 and will apply to all LIBOR reference rate modifications through December 31, 2022. Adoption of ASU 2020-04 isdid not ~~expected to~~ have a material impact on the Company's financial statements.

FASB Accounting Standards Update No. 2021-01, Reference Rate Reform (Topic 848): Scope ("ASU 2021-01")

On January 7, 2021, the FASB issued ASU 2021-01 which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The amendments in this update are elective and apply to all entities that have derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. The amendments also optionally apply to all entities that designate receive-variable rate, pay-variable-rate cross-currency interest rate swaps as hedging instruments in net investment hedges that are modified as a result of reference rate reform. ASU 2021-01 is effective immediately for all entities and amendments may be applied on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020. Adoption of ASU 2021-01 isdid not ~~expected to~~ have a material impact on the Company's financial statements.

- 48 -

FASB Accounting Standards Update No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures ("ASU 2022-02")

On March 31, 2022, the FASB issued ASU 2022-02 which eliminates the accounting guidance on troubled debt restructurings ("TDRs") for creditors in ASC 310-40, while also no longer requiring an entity to consider renewals, modifications, and extensions that result from reasonably expected TDRs in their calculation of the allowance for credit losses. For receivables for which there has been a modification in their contractual cash flows, ASU 2022-02 requires disclosure, by class of financing receivable, of the types of modifications, the financial effects of those modifications, and the performance of these modified receivables, along with receivables that had a payment default during the current period and had modifications to the contractual cash flows within 12 months prior to the default. Further, ASU 2022-02 requires entities to disclose gross write-offs recorded in the current period by year of origination in the vintage disclosures on a year-to-date basis. ASU 2022-02 is effective for fiscal years beginning after December 15, 2022 and amendments related to TDR recognition and measurement may be applied using either a prospective or modified retrospective transition method, while amendments on TDR and vintage disclosures are to be adopted prospectively. Management is currently evaluating the impact of ASU 2022-02 on the Company's financial statements.

- 49 -

(2) Securities

Trading Securities

The fair value and net unrealized gain (loss) included in trading securities are as follows (in thousands):


		September 30, 2021				December 31, 2020					March 31, 2022				December 31, 2021
		Fair Value		Net Unrealized Gain (Loss)		Fair Value		Net Unrealized Gain (Loss)			Fair Value		Net Unrealized Gain (Loss)		Fair Value		Net Unrealized Gain (Loss)
U.S. government securities	U.S. government securities	$	8,863	$	(6)	$	9,183	$	—	U.S. government securities	$	13,513	$	(10)	$	23,610	$	40
Residential agency mortgage-backed securities	Residential agency mortgage-backed securities	5,469,676		(24,868)		4,669,148		(3,624)		Residential agency mortgage-backed securities	4,827,504		(135,438)		9,068,900		(9,338)
Municipal securities	Municipal securities	35,894		(261)		19,172		42		Municipal securities	24,539		(478)		25,783		34

Other debt securities		39,607		(73)		10,472		22
Other trading securities										Other trading securities	25,540		(148)		18,520		(26)
Total trading securities	Total trading securities	$	5,554,040	$	(25,208)	$	4,707,975	$	(3,560)	Total trading securities	$	4,891,096	$	(136,074)	$	9,136,813	$	(9,290)

Investment Securities

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


		September 30, 2021									March 31, 2022
		Amortized		Fair		Gross Unrealized					Amortized		Fair		Gross Unrealized
		Cost		Value		Gain		Loss			Cost		Value		Gain		Loss
Municipal securities	Municipal securities	$	207,393	$	229,149	$	21,778	$	(22)	Municipal securities	$	177,683	$	184,214	$	7,155	$	(624)
Residential agency mortgage-backed securities	Residential agency mortgage-backed securities	7,412		8,084		672		—		Residential agency mortgage-backed securities	6,486		6,741		283		(28)
Other debt securities	Other debt securities	1,257		1,256		—		(1)		Other debt securities	288		280		—		(8)
Total investment securities	Total investment securities	216,062		238,489		22,450		(23)		Total investment securities	184,457		191,235		7,438		(660)
Allowance for credit losses	Allowance for credit losses	(470)								Allowance for credit losses	(633)
Investment securities, net of allowance	Investment securities, net of allowance	$	215,592	$	238,489	$	22,450	$	(23)	Investment securities, net of allowance	$	183,824	$	191,235	$	7,438	$	(660)


		December 31, 2020									December 31, 2021
		Amortized		Fair		Gross Unrealized					Amortized		Fair		Gross Unrealized
		Cost		Value		Gain		Loss			Cost		Value		Gain		Loss
Municipal securities	Municipal securities	$	229,245	$	255,270	$	26,169	$	(144)	Municipal securities	$	203,772	$	223,609	$	19,851	$	(14)
Residential agency mortgage-backed securities	Residential agency mortgage-backed securities	8,913		9,790		877		—		Residential agency mortgage-backed securities	6,939		7,500		561		—
Other debt securities	Other debt securities	7,373		7,371		—		(2)		Other debt securities	288		286		—		(2)
Total investment securities	Total investment securities	245,531		272,431		27,046		(146)		Total investment securities	210,999		231,395		20,412		(16)
Allowance for credit losses	Allowance for credit losses	(688)								Allowance for credit losses	(555)
Investment securities, net of allowance	Investment securities, net of allowance	$	244,843	$	272,431	$	27,046	$	(146)	Investment securities, net of allowance	$	210,444	$	231,395	$	20,412	$	(16)

- 50 -

The amortized cost and fair values of investment securities at ~~September 30, 2021,~~March 31, 2022, 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		Less than One Year		One to Five Years		Six to Ten Years		Over Ten Years		Total		Weighted Average Maturity1
Fixed maturity debt securities:	Fixed maturity debt securities:												Fixed maturity debt securities:
Amortized cost	Amortized cost	$	23,860	$	106,035	$	72,476	$	6,279	$	208,650	4.61	Amortized cost	$	14,901	$	104,681	$	52,359	$	6,030	$	177,971	4.55
Fair value	Fair value	24,270		121,113		78,661		6,361		230,405			Fair value	15,080		110,636		52,834		5,944		184,494
Residential mortgage-backed securities:	Residential mortgage-backed securities:												Residential mortgage-backed securities:
Amortized cost	Amortized cost									$	7,412	2	Amortized cost									$	6,486	2
Fair value	Fair value									8,084			Fair value									6,741
Total investment securities:	Total investment securities:												Total investment securities:
Amortized cost	Amortized cost									$	216,062		Amortized cost									$	184,457
Fair value	Fair value									238,489			Fair value									191,235

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 ~~4.2~~4.4 years based upon current prepayment assumptions.

Temporarily Impaired Investment Securities

(in thousands):


		September 30, 2021																					March 31, 2022
		Number of Securities		Less Than 12 Months						12 Months or Longer						Total							Number of Securities		Less Than 12 Months						12 Months or Longer						Total
			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:																					Investment:
Municipal securities	Municipal securities	2		$	942		$	2		$	582		$	20		$	1,524		$	22	Municipal securities		35		$	22,394		$	566		$	544		$	58		$	22,938		$	624

Residential agency mortgage-backed securities																					Residential agency mortgage-backed securities		1		1,534			28			—			—			1,534			28
Other debt securities	Other debt securities	2		275			1			—			—			275			1		Other debt securities		2		243			7			24			1			267			8
Total investment securities	Total investment securities	4		$	1,217		$	3		$	582		$	20		$	1,799		$	23	Total investment securities		38		$	24,171		$	601		$	568		$	59		$	24,739		$	660


		December 31, 2020																					December 31, 2021
		Number of Securities		Less Than 12 Months						12 Months or Longer						Total							Number of Securities		Less Than 12 Months						12 Months or Longer						Total
			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:																					Investment:
Municipal securities	Municipal securities	6		$	2,451		$	40		$	2,043		$	104		$	4,494		$	144	Municipal securities		1		$	—		$	—		$	587		$	14		$	587		$	14

Other debt securities	Other debt securities	2		250			1			25			1			275			2		Other debt securities		2		273			2			—			—			273			2
Total investment securities	Total investment securities	8		$	2,701		$	41		$	2,068		$	105		$	4,769		$	146	Total investment securities		3		$	273		$	2		$	587		$	14		$	860		$	16

- 51 -

Available for Sale Securities

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


		September 30, 2021									March 31, 2022
		Amortized		Fair		Gross Unrealized					Amortized		Fair		Gross Unrealized
		Cost		Value		Gain		Loss			Cost		Value		Gain		Loss
U.S. Treasury	U.S. Treasury	$	500	$	502	$	2	$	—	U.S. Treasury	$	1,000	$	947	$	—	$	(53)
Municipal securities	Municipal securities	464,368		461,619		1,396		(4,145)		Municipal securities	562,065		526,322		144		(35,887)
Mortgage-backed securities:	Mortgage-backed securities:									Mortgage-backed securities:
Residential agency	Residential agency	7,988,834		8,168,025		217,045		(37,854)		Residential agency	7,913,760		7,612,021		14,727		(316,466)
Residential non-agency	Residential non-agency	11,875		26,072		14,197		—		Residential non-agency	339,904		347,187		13,279		(5,996)
Commercial agency	Commercial agency	4,654,549		4,685,423		60,223		(29,349)		Commercial agency	4,623,902		4,407,585		2,809		(219,126)
Other debt securities	Other debt securities	500		472		—		(28)		Other debt securities	500		472		—		(28)
Total available for sale securities	Total available for sale securities	$	13,120,626	$	13,342,113	$	292,863	$	(71,376)	Total available for sale securities	$	13,441,131	$	12,894,534	$	30,959	$	(577,556)


		December 31, 2020									December 31, 2021
		Amortized		Fair		Gross Unrealized					Amortized		Fair		Gross Unrealized
		Cost		Value		Gain		Loss			Cost		Value		Gain		Loss
U.S. Treasury	U.S. Treasury	$	500	$	508	$	8	$	—	U.S. Treasury	$	1,001	$	1,000	$	—	$	(1)
Municipal securities	Municipal securities	165,318		167,979		2,666		(5)		Municipal securities	515,551		508,365		1,302		(8,488)
Mortgage-backed securities:	Mortgage-backed securities:									Mortgage-backed securities:
Residential agency	Residential agency	9,019,013		9,340,471		328,183		(6,725)		Residential agency	7,908,587		8,006,616		155,477		(57,448)
Residential non-agency	Residential non-agency	17,563		32,770		15,207		—		Residential non-agency	10,625		24,339		13,714		—
Commercial agency	Commercial agency	3,406,956		3,508,465		103,590		(2,081)		Commercial agency	4,628,172		4,617,025		36,868		(48,015)
Other debt securities	Other debt securities	500		472		—		(28)		Other debt securities	500		472		—		(28)
Total available for sale securities	Total available for sale securities	$	12,609,850	$	13,050,665	$	449,654	$	(8,839)	Total available for sale securities	$	13,064,436	$	13,157,817	$	207,361	$	(113,980)

The amortized cost and fair values of available for sale securities at ~~September 30, 2021,~~March 31, 2022, 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		Less than One Year		One to Five Years		Six to Ten Years		Over Ten Years		Total		Weighted Average Maturity1
Fixed maturity debt securities:	Fixed maturity debt securities:												Fixed maturity debt securities:
Amortized cost	Amortized cost	$	62,357	$	2,015,024	$	2,495,766	$	546,770	$	5,119,917	6.89	Amortized cost	$	48,510	$	1,968,389	$	2,683,456	$	487,112	$	5,187,467	6.59
Fair value	Fair value	62,773		2,055,544		2,475,406		554,293		5,148,016			Fair value	48,612		1,911,239		2,507,611		467,864		4,935,326
Residential mortgage-backed securities:	Residential mortgage-backed securities:												Residential mortgage-backed securities:
Amortized cost	Amortized cost									$	8,000,709	2	Amortized cost									$	8,253,664	2
Fair value	Fair value									8,194,097			Fair value									7,959,208
Total available for sale securities:	Total available for sale securities:												Total available for sale securities:
Amortized cost	Amortized cost									$	13,120,626		Amortized cost									$	13,441,131
Fair value	Fair value									13,342,113			Fair value									12,894,534

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 ~~3.6~~4.3 years based upon current prepayment assumptions.

- 52 -

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020			2022		2021
Proceeds	Proceeds	$	94,128	$	1,034	$	488,274	$	206,979	Proceeds	$	55,185	$	56,037
Gross realized gains	Gross realized gains	1,572		54		3,812		5,637		Gross realized gains	1,933		473
Gross realized losses	Gross realized losses	(317)		(66)		(660)		(66)		Gross realized losses	(996)		(6)
Related federal and state income tax expense (benefit)		301		(3)		756		1,419
Related federal and state income tax expense										Related federal and state income tax expense	219		119

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 ~~$8.8~~$10.0 billion at ~~September 30, 2021~~March 31, 2022 and ~~$11.6~~$10.2 billion at December 31, ~~2020.~~2021. The secured parties do not have the right to sell or repledge these securities.

Temporarily Impaired Available for Sale Securities

(in thousands)


		September 30, 2021																					March 31, 2022
		Number of Securities		Less Than 12 Months						12 Months or Longer						Total							Number of Securities		Less Than 12 Months						12 Months or Longer						Total
			Fair Value			Unrealized Loss			Fair Value			Unrealized Loss			Fair Value			Unrealized Loss						Fair Value			Unrealized Loss			Fair Value			Unrealized Loss			Fair Value			Unrealized Loss
Available for sale:	Available for sale:																					Available for sale:

U.S. Treasury																					U.S. Treasury		1		$	947		$	53		$	—		$	—		$	947		$	53
Municipal securities	Municipal securities	140		$	362,508		$	4,145		$	—		$	—		$	362,508		$	4,145	Municipal securities		202		$	400,690		$	26,297		$	111,502		$	9,590		$	512,192		$	35,887
Mortgage-backed securities:	Mortgage-backed securities:																				Mortgage-backed securities:
Residential agency	Residential agency	100		2,384,362			29,149			429,246			8,705			2,813,608			37,854		Residential agency		508		5,127,508			191,126			1,412,323			125,340			6,539,831			316,466

Residential non-agency																					Residential non-agency		15		304,149			5,996			—			—			304,149			5,996
Commercial agency	Commercial agency	147		2,117,039			26,802			406,327			2,547			2,523,366			29,349		Commercial agency		238		2,988,497			177,409			773,363			41,717			3,761,860			219,126
Other debt securities	Other debt securities	1		—			—			472			28			472			28		Other debt securities		1		—			—			472			28			472			28
Total available for sale securities	Total available for sale securities	388		$	4,863,909		$	60,096		$	836,045		$	11,280		$	5,699,954		$	71,376	Total available for sale securities		965		$	8,821,791		$	400,881		$	2,297,660		$	176,675		$	11,119,451		$	577,556


		December 31, 2020																					December 31, 2021
		Number of Securities		Less Than 12 Months						12 Months or Longer						Total							Number of Securities		Less Than 12 Months						12 Months or Longer						Total
			Fair Value			Unrealized Loss			Fair Value			Unrealized Loss			Fair Value			Unrealized Loss						Fair Value			Unrealized Loss			Fair Value			Unrealized Loss			Fair Value			Unrealized Loss
Available for sale:	Available for sale:																					Available for sale:

U.S. Treasury																					U.S. Treasury		1		$	1,000		$	1		$	—		$	—		$	1,000		$	1
Municipal securities	Municipal securities	1		$	6,166		$	5		$	—		$	—		$	6,166		$	5	Municipal securities		175		$	423,575		$	7,762		$	22,476		$	726		$	446,051		$	8,488
Mortgage-backed securities:	Mortgage-backed securities:																				Mortgage-backed securities:
Residential agency	Residential agency	38		786,890			6,605			160,747			120			947,637			6,725		Residential agency		120		2,382,094			37,121			750,044			20,327			3,132,138			57,448

Commercial agency	Commercial agency	37		350,506			1,587			277,627			494			628,133			2,081		Commercial agency		165		2,104,689			35,488			703,216			12,527			2,807,905			48,015
Other debt securities	Other debt securities	1		—			—			472			28			472			28		Other debt securities		1		—			—			472			28			472			28
Total available for sale securities	Total available for sale securities	77		$	1,143,562		$	8,197		$	438,846		$	642		$	1,582,408		$	8,839	Total available for sale securities		462		$	4,911,358		$	80,372		$	1,476,208		$	33,608		$	6,387,566		$	113,980

Based on evaluations of impaired securities as of ~~September 30, 2021,~~March 31, 2022, 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.

- 53 -

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):

September 30, 2021 December 31, 2020
Fair Value Net Unrealized Gain (Loss) Fair Value Net Unrealized Gain (Loss)
Residential agency mortgage-backed securities $ 51,019 $ 2,220 $ 114,982 $ 4,463


	March 31, 2022				December 31, 2021
	Fair Value		Net Unrealized Gain (Loss)		Fair Value		Net Unrealized Gain (Loss)

Residential agency mortgage-backed securities	$	185,003	$	(4,017)	$	43,770	$	1,591

- 54 -

(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 enable them to manage their market 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. 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 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 5 for additional discussion of notional, fair value and impact on earnings of these contracts.

- 55 -

The following table summarizes the fair values of derivative contracts recorded as “derivative contracts” assets and liabilities in the balance sheet at ~~September 30, 2021~~March 31, 2022 (in thousands):


		Assets													Assets
		Notional1		Gross Fair Value		Netting Adjustments		Net Fair Value Before Cash Collateral		Cash Collateral		Fair Value Net of Cash Collateral			Notional1		Gross Fair Value		Netting Adjustments		Net Fair Value Before Cash Collateral		Cash Collateral		Fair Value Net of Cash Collateral
Customer risk management programs:	Customer risk management programs:													Customer risk management programs:
Interest rate contracts	Interest rate contracts	$	3,010,596	$	70,372	$	(6,971)	$	63,401	$	—	$	63,401	Interest rate contracts	$	2,901,463	$	69,287	$	(6,285)	$	63,002	$	(24,595)	$	38,407
Energy contracts	Energy contracts	5,901,682		1,743,938		(412,176)		1,331,762		—		1,331,762		Energy contracts	8,010,126		2,683,519		(541,826)		2,141,693		(12,281)		2,129,412
Agricultural contracts	Agricultural contracts	—		—		—		—		—		—		Agricultural contracts	—		—		—		—		—		—
Foreign exchange contracts	Foreign exchange contracts	301,216		299,335		—		299,335		(666)		298,669		Foreign exchange contracts	180,648		179,024		—		179,024		(715)		178,309
Equity option contracts	Equity option contracts	48,713		865		—		865		(266)		599		Equity option contracts	39,984		896		—		896		(300)		596
Total customer risk management programs	Total customer risk management programs	9,262,207		2,114,510		(419,147)		1,695,363		(932)		1,694,431		Total customer risk management programs	11,132,221		2,932,726		(548,111)		2,384,615		(37,891)		2,346,724
Trading	Trading	66,331,907		589,601		(383,764)		205,837		(1,126)		204,711		Trading	29,002,117		550,075		(218,429)		331,646		(96)		331,550
Internal risk management programs	Internal risk management programs	270,877		7,606		(5,612)		1,994		—		1,994		Internal risk management programs	200,000		1,933		—		1,933		—		1,933
Total derivative contracts	Total derivative contracts	$	75,864,991	$	2,711,717	$	(808,523)	$	1,903,194	$	(2,058)	$	1,901,136	Total derivative contracts	$	40,334,338	$	3,484,734	$	(766,540)	$	2,718,194	$	(37,987)	$	2,680,207

		Liabilities													Liabilities
		Notional1		Gross Fair Value		Netting Adjustments		Net Fair Value Before Cash Collateral		Cash Collateral		Fair Value Net of Cash Collateral			Notional1		Gross Fair Value		Netting Adjustments		Net Fair Value Before Cash Collateral		Cash Collateral		Fair Value Net of Cash Collateral
Customer risk management programs:	Customer risk management programs:													Customer risk management programs:
Interest rate contracts	Interest rate contracts	$	3,010,596	$	70,612	$	(6,971)	$	63,641	$	(56,405)	$	7,236	Interest rate contracts	$	2,901,463	$	69,334	$	(6,285)	$	63,049	$	(61)	$	62,988
Energy contracts	Energy contracts	5,787,366		1,778,045		(412,176)		1,365,869		(1,096,209)		269,660		Energy contracts	8,069,893		2,712,617		(541,826)		2,170,791		(2,159,402)		11,389
Agricultural contracts	Agricultural contracts	—		—		—		—		—		—		Agricultural contracts	—		—		—		—		—		—
Foreign exchange contracts	Foreign exchange contracts	300,212		298,208		—		298,208		—		298,208		Foreign exchange contracts	179,447		177,609		—		177,609		—		177,609
Equity option contracts	Equity option contracts	48,713		865		—		865		—		865		Equity option contracts	39,984		896		—		896		—		896
Total customer risk management programs	Total customer risk management programs	9,146,887		2,147,730		(419,147)		1,728,583		(1,152,614)		575,969		Total customer risk management programs	11,190,787		2,960,456		(548,111)		2,412,345		(2,159,463)		252,882
Trading	Trading	61,791,246		562,083		(383,764)		178,319		(16,046)		162,273		Trading	26,298,226		525,699		(218,429)		307,270		(15,474)		291,796
Internal risk management programs	Internal risk management programs	1,303,792		15,419		(5,612)		9,807		(8,408)		1,399		Internal risk management programs	394,216		13,156		—		13,156		—		13,156
Total derivative contracts	Total derivative contracts	$	72,241,925	$	2,725,232	$	(808,523)	$	1,916,709	$	(1,177,068)	$	739,641	Total derivative contracts	$	37,883,229	$	3,499,311	$	(766,540)	$	2,732,771	$	(2,174,937)	$	557,834

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

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The following table summarizes the fair values of derivative contracts recorded as “derivative contracts” assets and liabilities in the balance sheet at December 31, ~~2020~~2021 (in thousands):


		Assets													Assets
		Notional 1		Gross Fair Value		Netting Adjustments		Net Fair Value Before Cash Collateral		Cash Collateral		Fair Value Net of Cash Collateral			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:	Customer risk management programs:													Customer risk management programs:
Interest rate contracts	Interest rate contracts	$	3,212,469	$	113,524	$	(144)	$	113,380	$	—	$	113,380	Interest rate contracts	$	2,614,162	$	53,881	$	(10,101)	$	43,780	$	—	$	43,780
Energy contracts	Energy contracts	3,791,565		386,008		(211,468)		174,540		—		174,540		Energy contracts	6,360,095		1,168,363		(375,624)		792,739		—		792,739
Agricultural contracts	Agricultural contracts	14,765		3,859		—		3,859		—		3,859		Agricultural contracts	—		—		—		—		—		—
Foreign exchange contracts	Foreign exchange contracts	337,001		332,257		—		332,257		(420)		331,837		Foreign exchange contracts	216,272		215,148		—		215,148		—		215,148
Equity option contracts	Equity option contracts	70,199		1,222		—		1,222		(285)		937		Equity option contracts	42,136		755		—		755		(242)		513
Total customer risk management programs	Total customer risk management programs	7,425,999		836,870		(211,612)		625,258		(705)		624,553		Total customer risk management programs	9,232,665		1,438,147		(385,725)		1,052,422		(242)		1,052,180
Trading	Trading	84,997,593		440,627		(240,655)		199,972		(26,958)		173,014		Trading	35,592,751		139,694		(104,326)		35,368		(721)		34,647
Internal risk management programs	Internal risk management programs	995,123		17,352		(4,231)		13,121		—		13,121		Internal risk management programs	869,506		10,687		(217)		10,470		—		10,470
Total derivative contracts	Total derivative contracts	$	93,418,715	$	1,294,849	$	(456,498)	$	838,351	$	(27,663)	$	810,688	Total derivative contracts	$	45,694,922	$	1,588,528	$	(490,268)	$	1,098,260	$	(963)	$	1,097,297

		Liabilities													Liabilities
		Notional 1		Gross Fair Value		Netting Adjustments		Net Fair Value Before Cash Collateral		Cash Collateral		Fair Value Net of Cash Collateral			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:	Customer risk management programs:													Customer risk management programs:
Interest rate contracts	Interest rate contracts	$	3,212,469	$	113,900	$	(144)	$	113,756	$	(104,202)	$	9,554	Interest rate contracts	$	2,614,162	$	54,062	$	(10,101)	$	43,961	$	(33,870)	$	10,091
Energy contracts	Energy contracts	3,617,678		361,334		(211,468)		149,866		(114,070)		35,796		Energy contracts	6,480,840		1,210,946		(375,624)		835,322		(803,102)		32,220
Agricultural contracts	Agricultural contracts	14,781		3,844		—		3,844		(3,844)		—		Agricultural contracts	—		—		—		—		—		—
Foreign exchange contracts	Foreign exchange contracts	336,223		331,035		—		331,035		(1,165)		329,870		Foreign exchange contracts	208,381		207,119		—		207,119		(447)		206,672
Equity option contracts	Equity option contracts	70,199		1,222		—		1,222		—		1,222		Equity option contracts	42,136		755		—		755		—		755
Total customer risk management programs	Total customer risk management programs	7,251,350		811,335		(211,612)		599,723		(223,281)		376,442		Total customer risk management programs	9,345,519		1,472,882		(385,725)		1,087,157		(837,419)		249,738
Trading	Trading	88,929,916		414,801		(240,655)		174,146		(145,692)		28,454		Trading	41,285,649		152,947		(104,326)		48,621		(24,074)		24,547
Internal risk management programs	Internal risk management programs	145,256		5,529		(4,231)		1,298		(415)		883		Internal risk management programs	298,832		1,557		(217)		1,340		—		1,340
Total derivative contracts	Total derivative contracts	$	96,326,522	$	1,231,665	$	(456,498)	$	775,167	$	(369,388)	$	405,779	Total derivative contracts	$	50,930,000	$	1,627,386	$	(490,268)	$	1,137,118	$	(861,493)	$	275,625

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

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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									Three Months Ended
		September 30, 2021				September 30, 2020					March 31, 2022				March 31, 2021
		Brokerage and Trading Revenue		Gain (Loss) on Derivatives, Net		Brokerage and Trading Revenue		Gain (Loss) on Derivatives, Net			Brokerage and Trading Revenue		Gain (Loss) on Derivatives, Net		Brokerage and Trading Revenue		Gain (Loss) on Derivatives, Net
Customer risk management programs:	Customer risk management programs:									Customer risk management programs:
Interest rate contracts	Interest rate contracts	$	1,283	$	—	$	1,014	$	—	Interest rate contracts	$	6,342	$	—	$	1,388	$	—
Energy contracts	Energy contracts	5,528		—		7,460		—		Energy contracts	4,449		—		1,020		—
Agricultural contracts	Agricultural contracts	(1)		—		6		—		Agricultural contracts	—		—		18		—
Foreign exchange contracts	Foreign exchange contracts	120		—		162		—		Foreign exchange contracts	148		—		166		—
Equity option contracts	Equity option contracts	—		—		—		—		Equity option contracts	—		—		—		—
Total customer risk management programs	Total customer risk management programs	6,930		—		8,642		—		Total customer risk management programs	10,939		—		2,592		—
Trading1	Trading1	9,952		—		(468)		—		Trading1	31,074		—		(71,259)		—
Internal risk management programs	Internal risk management programs	—		(5,760)		—		2,354		Internal risk management programs	—		(46,981)		—		(27,650)
Total derivative contracts	Total derivative contracts	$	16,882	$	(5,760)	$	8,174	$	2,354	Total derivative contracts	$	42,013	$	(46,981)	$	(68,667)	$	(27,650)

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 included in Brokerage and Trading Revenue in the Consolidated Statements of Earnings.

Nine Months Ended
September 30, 2021 September 30, 2020
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 3,687 — 2,702 —
Energy contracts 7,142 — 14,850 —
Agricultural contracts 27 — 27 —
Foreign exchange contracts 471 — 527 —
Equity option contracts — — — —
Total customer risk management programs 11,327 — 18,106 —
Trading1
(1,976) — (8,546) —
Internal risk management programs — (14,590) — 42,659
Total derivative contracts $ 9,351 $ (14,590) $ 9,560 $ 42,659

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(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. Payment deferrals up to six months are generally considered to be short-term modifications. Generally, principal and accrued but unpaid interest is not voluntarily forgiven.

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 Other 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. Internally risk graded loans are evaluated quarterly and charge-offs are taken in the quarter in which the loss is identified. Non-risk graded loans that are past due between 60 days and 180 days, based on the loan product type, are charged off. Loans to borrowers whose personal obligation has been discharged through Chapter 7 bankruptcy proceedings are charged off within 60 days of notice of the bankruptcy filing, regardless of payment status.

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

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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. We do not expect to receive all principal and interest based on the loan's contractual terms. A portion of the principal balance continues to be guaranteed; however, interest accrues at a curtailed rate as specified in the programs. The carrying value of these loans is reduced based on an estimate of 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):


		September 30, 2021								December 31, 2020									March 31, 2022								December 31, 2021
		Fixed Rate		Variable Rate		Non-accrual		Total		Fixed Rate		Variable Rate		Non-accrual		Total			Fixed Rate		Variable Rate		Non-accrual		Total		Fixed Rate		Variable Rate		Non-accrual		Total
Commercial	Commercial	$	3,337,034	$	8,757,432	$	80,674	$	12,175,140	$	3,174,203	$	9,736,173	$	167,159	$	13,077,535	Commercial	$	3,343,185	$	9,479,667	$	60,337	$	12,883,189	$	3,360,117	$	9,072,244	$	74,104	$	12,506,465
Commercial real estate	Commercial real estate	968,223		3,127,446		21,223		4,116,892		1,047,486		3,623,806		27,246		4,698,538		Commercial real estate	924,332		3,160,635		15,989		4,100,956		929,015		2,888,048		14,262		3,831,325
Paycheck protection program	Paycheck protection program	536,052		—		—		536,052		1,682,310		—		—		1,682,310		Paycheck protection program	137,365		—		—		137,365		276,341		—		—		276,341
Loans to individuals	Loans to individuals	2,086,645		1,393,157		40,050		3,519,852		2,174,874		1,333,975		40,288		3,549,137		Loans to individuals	2,006,029		1,498,970		47,920		3,552,919		2,037,792		1,508,064		45,693		3,591,549
Total	Total	$	6,927,954	$	13,278,035	$	141,947	$	20,347,936	$	8,078,873	$	14,693,954	$	234,693	$	23,007,520	Total	$	6,410,911	$	14,139,272	$	124,246	$	20,674,429	$	6,603,265	$	13,468,356	$	134,059	$	20,205,680

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 ~~September 30, 2021,~~March 31, 2022, outstanding commitments totaled ~~$12.0~~$12.5 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 ~~September 30, 2021,~~March 31, 2022, outstanding standby letters of credit totaled ~~$638~~$654 million.

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

The allowance for loan losses and accrual for off-balance sheet credit 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.

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.

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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 loan's 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 cost 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.

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.

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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 factors may increase or decrease modeled results by amounts determined by the Allowance Committee. 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 that are not unconditionally cancelable by the bank. This accrual is included in other liabilities in the Consolidated Balance Sheets. The appropriateness of the accrual is determined in the same manner as the allowance for loan losses, 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 Allowance for 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 is summarized as follows (in thousands):


		Three Months Ended													Three Months Ended
		September 30, 2021													March 31, 2022
		Commercial		Commercial Real Estate		Paycheck Protection Program		Loans to Individuals		Nonspecific Allowance		Total			Commercial		Commercial Real Estate		Paycheck Protection Program		Loans to Individuals		Total
Allowance for loan losses:	Allowance for loan losses:													Allowance for loan losses:
Beginning balance	Beginning balance	$	198,303	$	70,540	$	—	$	43,047	$	—	$	311,890	Beginning balance	$	162,056	$	58,553	$	—	$	35,812	$	256,421

Provision for loan losses	Provision for loan losses	(15,996)		(9,418)		—		(1,981)		—		(27,395)		Provision for loan losses	(5,118)		468		—		683		(3,967)
Loans charged off	Loans charged off	(6,979)		(1,422)		—		(1,183)		—		(9,584)		Loans charged off	(6,081)		(191)		—		(1,533)		(7,805)
Recoveries of loans previously charged off	Recoveries of loans previously charged off	832		228		—		709		—		1,769		Recoveries of loans previously charged off	591		144		—		1,089		1,824
Ending Balance	Ending Balance	$	176,160	$	59,928	$	—	$	40,592	—		$	276,680	Ending Balance	$	151,448	$	58,974	$	—	$	36,051	$	246,473

Allowance for off-balance sheet credit risk from unfunded loan commitments:	Allowance for off-balance sheet credit risk from unfunded loan commitments:													Allowance for off-balance sheet credit risk from unfunded loan commitments:
Beginning balance	Beginning balance	$	10,094	$	12,348	$	—	$	1,845	$	—	$	24,287	Beginning balance	$	13,812	$	17,442	$	—	$	1,723	$	32,977

Provision for off-balance sheet credit risk	Provision for off-balance sheet credit risk	2,772		2,294		—		(114)		—		4,952		Provision for off-balance sheet credit risk	154		3,023		—		91		3,268
Ending Balance	Ending Balance	$	12,866	$	14,642	$	—	$	1,731	$	—	$	29,239	Ending Balance	$	13,966	$	20,465	$	—	$	1,814	$	36,245

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		Nine Months Ended													Three Months Ended
		September 30, 2021													March 31, 2021
		Commercial		Commercial Real Estate		Paycheck Protection Program		Loans to Individuals		Nonspecific Allowance		Total			Commercial		Commercial Real Estate		Paycheck Protection Program		Loans to Individuals		Total
Allowance for loan losses:	Allowance for loan losses:													Allowance for loan losses:
Beginning balance	Beginning balance	$	254,934	$	86,558	$	—	$	47,148	$	—	$	388,640	Beginning balance	$	254,934	$	86,558	$	—	$	47,148	$	388,640

Provision for loan losses	Provision for loan losses	(44,331)		(24,579)		—		(5,319)		—		(74,229)		Provision for loan losses	(9,893)		(4,579)		—		(7,298)		(21,770)
Loans charged off	Loans charged off	(38,826)		(2,485)		—		(3,482)		—		(44,793)		Loans charged off	(15,345)		(263)		—		(1,297)		(16,905)
Recoveries		4,383		434		—		2,245		—		7,062
Ending balance		$	176,160	$	59,928	$	—	$	40,592	$	—	$	276,680
Recoveries of loans previously charged off														Recoveries of loans previously charged off	1,676		30		—		731		2,437
Ending Balance														Ending Balance	$	231,372	$	81,746	$	—	$	39,284	$	352,402

Allowance for off-balance sheet credit risk from unfunded loan commitments:	Allowance for off-balance sheet credit risk from unfunded loan commitments:													Allowance for off-balance sheet credit risk from unfunded loan commitments:
Beginning balance	Beginning balance	$	14,422	$	20,571	$	—	$	1,928	$	—	$	36,921	Beginning balance	$	14,422	$	20,571	$	—	$	1,928	$	36,921
Transition adjustment		—		—		—		—		—		—
Beginning balance, adjusted		14,422		20,571		—		1,928		—		36,921
Provision for off-balance sheet credit losses		(1,556)		(5,929)		—		(197)		—		(7,682)
Ending balance		$	12,866	$	14,642	$	—	$	1,731	$	—	$	29,239

Provision for off-balance sheet credit risk														Provision for off-balance sheet credit risk	(1,686)		(2,273)		—		(85)		(4,044)
Ending Balance														Ending Balance	$	12,736	$	18,298	$	—	$	1,843	$	32,877

Three Months Ended
September 30, 2020
Commercial Commercial Real Estate Paycheck Protection Program Loans to Individuals Nonspecific Allowance Total
Allowance for loan losses:
Beginning balance $ 310,422 $ 68,756 $ — $ 56,419 $ — $ 435,597
Provision for loan losses 2,108 3,118 — 1,383 — 6,609
Loans charged off (25,319) (413) — (929) — (26,661)
Recoveries of loans previously charged off 3,066 114 — 1,052 — 4,232
Ending Balance $ 290,277 $ 71,575 $ — $ 57,925 — $ 419,777
Allowance for off-balance sheet credit risk from unfunded loan commitments:
Beginning balance $ 14,582 $ 16,419 $ — $ 1,918 $ — $ 32,919
Transition adjustment — — — — — —
Beginning balance, adjusted 14,582 16,419 — 1,918 — 32,919
Provision for off-balance sheet credit risk (2,618) (2,426) — 94 — (4,950)
Ending Balance $ 11,964 $ 13,993 $ — $ 2,012 — $ 27,969

~~- 63 -~~

Nine Months Ended
September 30, 2020
Commercial Commercial Real Estate Paycheck Protection Program Loans to Individuals Nonspecific Allowance Total
Allowance for loan losses:
Beginning balance $ 118,187 $ 51,805 $ — $ 23,572 $ 17,195 $ 210,759
Transition adjustment 33,681 (4,620) — 13,943 (17,195) 25,809
Beginning balance, adjusted 151,868 47,185 — 37,515 — 236,568
Provision for loan losses 190,984 25,454 — 20,500 — 236,938
Loans charged off (56,421) (1,300) — (3,427) — (61,148)
Recoveries of loans previously charged off 3,846 236 — 3,337 — 7,419
Ending Balance $ 290,277 $ 71,575 $ — $ 57,925 — $ 419,777
Allowance for off-balance sheet credit risk from unfunded loan commitments:
Beginning balance $ 1,434 $ 107 $ — $ 44 $ — $ 1,585
Transition adjustment 10,144 11,660 — 1,748 — 23,552
Beginning balance, adjusted 11,578 11,767 — 1,792 — 25,137
Provision for off-balance sheet credit risk 386 2,226 — 220 — 2,832
Ending Balance $ 11,964 $ 13,993 $ — $ 2,012 — $ 27,969

Changes in our reasonable and supportable forecasts of macroeconomic variables ~~primarily due to continued strength in commodity prices and a continued optimistic outlook for economic growth in GDP and labor markets~~ resulted in a ~~$12.3~~$7.3 million negative provision for credit losses related to lending activities during the ~~third~~first quarter of ~~2021.~~2022. Continued strength in commodity prices was partially offset by changes in our economic outlook. Changes in the loan portfolio characteristics, including specific impairment and losses, loan balances, risk grading and changes in payment profile resulted in a ~~$10.1~~$6.6 million ~~negative~~ provision for credit losses related to lending activities.

The allowance for loan losses and recorded investment of the related loans by portfolio segment for each measurement method at ~~September 30, 2021~~March 31, 2022 is as follows (in thousands):

Collectively Measured
for General Allowances Individually Measured
for Specific Allowances Total
Recorded Investment Related Allowance Recorded Investment Related Allowance Recorded Investment Related
Allowance
Commercial $ 12,094,466 $ 168,325 $ 80,674 $ 7,835 $ 12,175,140 $ 176,160
Commercial real estate 4,095,669 57,579 21,223 2,349 4,116,892 59,928
Paycheck protection program 536,052 — — — 536,052 —
Loans to individuals 3,479,802 40,592 40,050 — 3,519,852 40,592
Total $ 20,205,989 $ 266,496 $ 141,947 $ 10,184 $ 20,347,936 $ 276,680

~~- 64 -~~


	Collectively Measured for General Allowances				Individually Measured for Specific Allowances				Total
	Recorded Investment		Related Allowance		Recorded Investment		Related Allowance		Recorded Investment		Related Allowance
Commercial	$	12,822,852	$	149,095	$	60,337	$	2,353	$	12,883,189	$	151,448
Commercial real estate	4,084,967		58,039		15,989		935		4,100,956		58,974
Paycheck protection program	137,365		—		—		—		137,365		—
Loans to individuals	3,504,999		36,051		47,920		—		3,552,919		36,051
Total	$	20,550,183	$	243,185	$	124,246	$	3,288	$	20,674,429	$	246,473

The allowance for loan losses and recorded investment of the related loans by portfolio segment for each measurement method at December 31, ~~2020~~2021 is as follows (in thousands):


		Collectively Measured for General Allowances				Individually Measured for Specific Allowances				Total					Collectively Measured for General Allowances				Individually Measured for Specific Allowances				Total
		Recorded Investment		Related Allowance		Recorded Investment		Related Allowance		Recorded Investment		Related Allowance			Recorded Investment		Related Allowance		Recorded Investment		Related Allowance		Recorded Investment		Related Allowance
Commercial	Commercial	$	12,910,376	$	235,882	$	167,159	$	19,052	$	13,077,535	$	254,934	Commercial	$	12,432,361	$	158,063	$	74,104	$	3,993	$	12,506,465	$	162,056
Commercial real estate	Commercial real estate	4,671,292		83,169		27,246		3,389		4,698,538		86,558		Commercial real estate	3,817,063		56,204		14,262		2,349		3,831,325		58,553
Paycheck protection program	Paycheck protection program	1,682,310		—		—		—		1,682,310		—		Paycheck protection program	276,341		—		—		—		276,341		—
Loans to individuals	Loans to individuals	3,508,849		47,148		40,288		—		3,549,137		47,148		Loans to individuals	3,545,856		35,812		45,693		—		3,591,549		35,812
Total	Total	$	22,772,827	$	366,199	$	234,693	$	22,441	$	23,007,520	$	388,640	Total	$	20,071,621	$	250,079	$	134,059	$	6,342	$	20,205,680	$	256,421

- 63 -

Credit Quality Indicators

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

We 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’ ability to remain in compliance with the original terms of the agreement, which is consistent with the regulatory guideline of “pass.” This also includes 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’ 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 (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 remain 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 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.

- 6564 -

The following table summarizes the Company’s loan portfolio at ~~September 30, 2021~~March 31, 2022 by the risk grade categories and vintage (in thousands):


		Origination Year																			Origination Year
		2021		2020		2019		2018		2017		Prior		Revolving Loans		Revolving Loans Converted to Term Loans		Total			2022		2021		2020		2019		2018		Prior		Revolving Loans		Revolving Loans Converted to Term Loans		Total
Commercial:	Commercial:																			Commercial:
Energy	Energy																			Energy
Pass	Pass	$	154,735	$	38,019	$	33,135	$	14,559	$	4,987	$	19,327	$	2,306,845	$	—	$	2,571,607	Pass	$	102,694	$	156,167	$	48,775	$	15,678	$	11,925	$	8,450	$	2,753,419	$	—	$	3,097,108
Special Mention	Special Mention	565		1,607		—		—		—		—		750		—		2,922		Special Mention	—		551		642		—		—		—		1,090		—		2,283
Accruing Substandard	Accruing Substandard	—		23,065		1,230		1,100		—		6		168,629		—		194,030		Accruing Substandard	—		—		—		1,139		693		705		60,863		9,900		73,300
Nonaccrual	Nonaccrual	—		20,722		1,570		—		—		9,409		13,799		—		45,500		Nonaccrual	—		—		19,404		—		—		602		4,970		—		24,976
Total energy	Total energy	155,300		83,413		35,935		15,659		4,987		28,742		2,490,023		—		2,814,059		Total energy	102,694		156,718		68,821		16,817		12,618		9,757		2,820,342		9,900		3,197,667

Healthcare	Healthcare																			Healthcare
Pass	Pass	383,462		593,123		576,153		521,156		329,791		720,489		149,119		—		3,273,293		Pass	140,071		574,892		549,379		514,779		483,909		933,344		168,255		24		3,364,653
Special Mention	Special Mention	6,883		—		15,746		—		5,834		—		5		—		28,468		Special Mention	—		6,787		—		15,417		—		5,712		5		—		27,921
Accruing Substandard	Accruing Substandard	—		—		27,292		7,304		—		10,775		—		—		45,371		Accruing Substandard	—		—		—		26,973		—		7,109		—		—		34,082
Nonaccrual	Nonaccrual	—		—		—		—		—		—		509		—		509		Nonaccrual	—		—		—		—		6,542		8,534		—		—		15,076
Total healthcare	Total healthcare	390,345		593,123		619,191		528,460		335,625		731,264		149,633		—		3,347,641		Total healthcare	140,071		581,679		549,379		557,169		490,451		954,699		168,260		24		3,441,732

Services	Services																			Services
Pass	Pass	430,099		501,607		334,009		298,665		240,892		847,065		584,197		415		3,236,949		Pass	54,992		634,506		361,724		266,054		246,336		933,399		779,824		567		3,277,402
Special Mention	Special Mention	453		412		2,779		49		3,318		11,085		2,027		203		20,326		Special Mention	—		415		6,326		1,989		1,006		95		22,419		182		32,432
Accruing Substandard	Accruing Substandard	26		76		10,575		16,418		1,839		5,603		5,896		—		40,433		Accruing Substandard	—		10		499		4,002		10,579		2,990		7,046		—		25,126
Nonaccrual	Nonaccrual	—		4,529		—		230		14,220		6,232		503		—		25,714		Nonaccrual	—		—		—		—		—		16,145		390		—		16,535
Total services	Total services	430,578		506,624		347,363		315,362		260,269		869,985		592,623		618		3,323,422		Total services	54,992		634,931		368,549		272,045		257,921		952,629		809,679		749		3,351,495

General business	General business																			General business
Pass	Pass	457,490		246,333		295,089		212,899		188,407		230,442		1,002,036		2,025		2,634,721		Pass	209,407		547,777		220,861		250,546		167,570		356,548		1,102,054		1,981		2,856,744
Special Mention	Special Mention	232		1,380		66		1,469		3,937		318		8,697		—		16,099		Special Mention	—		—		137		—		1,374		2,975		8,100		—		12,586
Accruing Substandard	Accruing Substandard	365		1,230		2,458		7,961		8,694		6,906		2,633		—		30,247		Accruing Substandard	—		215		957		1,139		5,673		9,231		2,000		—		19,215
Nonaccrual	Nonaccrual	—		1,582		4,235		1,240		770		531		462		131		8,951		Nonaccrual	—		—		1,111		799		1,004		24		800		12		3,750
Total general business	Total general business	458,087		250,525		301,848		223,569		201,808		238,197		1,013,828		2,156		2,690,018		Total general business	209,407		547,992		223,066		252,484		175,621		368,778		1,112,954		1,993		2,892,295

Total commercial	Total commercial	1,434,310		1,433,685		1,304,337		1,083,050		802,689		1,868,188		4,246,107		2,774		12,175,140		Total commercial	507,164		1,921,320		1,209,815		1,098,515		936,611		2,285,863		4,911,235		12,666		12,883,189

Commercial real estate:	Commercial real estate:																			Commercial real estate:
Pass	Pass	374,519		805,102		1,104,404		466,778		336,206		822,068		140,050		33		4,049,160		Pass	279,254		921,473		695,399		826,150		398,633		820,481		107,780		25		4,049,195
Special Mention	Special Mention	—		—		—		6,683		10,943		6,760		—		—		24,386		Special Mention	—		—		—		—		—		18,942		—		—		18,942
Accruing Substandard	Accruing Substandard	—		—		—		13,288		4,480		4,355		—		—		22,123		Accruing Substandard	—		—		—		—		13,501		3,329		—		—		16,830
Nonaccrual	Nonaccrual	—		—		8,244		—		—		12,979		—		—		21,223		Nonaccrual	—		—		—		7,908		—		8,081		—		—		15,989
Total commercial real estate	Total commercial real estate	374,519		805,102		1,112,648		486,749		351,629		846,162		140,050		33		4,116,892		Total commercial real estate	279,254		921,473		695,399		834,058		412,134		850,833		107,780		25		4,100,956

- 6665 -


		Origination Year																			Origination Year
		2021		2020		2019		2018		2017		Prior		Revolving Loans		Revolving Loans Converted to Term Loans		Total			2022		2021		2020		2019		2018		Prior		Revolving Loans		Revolving Loans Converted to Term Loans		Total
Paycheck protection program:	Paycheck protection program:																			Paycheck protection program:
Pass	Pass	450,844		85,208		—		—		—		—		—		—		536,052		Pass	—		113,697		23,668		—		—		—		—		—		137,365
Total paycheck protection program	Total paycheck protection program	450,844		85,208		—		—		—		—		—		—		536,052		Total paycheck protection program	—		113,697		23,668		—		—		—		—		—		137,365
Loans to individuals:	Loans to individuals:																			Loans to individuals:
Residential mortgage	Residential mortgage																			Residential mortgage
Pass	Pass	325,951		478,460		93,556		67,648		80,208		333,932		313,255		22,305		1,715,315		Pass	77,813		393,077		427,965		70,900		48,809		330,626		320,350		21,887		1,691,427
Special Mention	Special Mention	—		—		82		13		—		283		248		—		626		Special Mention	—		35		—		17		145		284		552		210		1,243
Accruing Substandard	Accruing Substandard	—		—		—		—		—		126		479		23		628		Accruing Substandard	—		—		—		—		—		53		26		—		79
Nonaccrual	Nonaccrual	758		1,446		341		1,051		688		23,457		2,097		836		30,674		Nonaccrual	35		1,517		2,571		356		2,057		21,653		1,903		665		30,757
Total residential mortgage	Total residential mortgage	326,709		479,906		93,979		68,712		80,896		357,798		316,079		23,164		1,747,243		Total residential mortgage	77,848		394,629		430,536		71,273		51,011		352,616		322,831		22,762		1,723,506

Residential mortgage guaranteed by U.S. government agencies	Residential mortgage guaranteed by U.S. government agencies																			Residential mortgage guaranteed by U.S. government agencies
Pass	Pass	348		10,308		24,350		30,941		35,341		266,510		—		—		367,798		Pass	—		1,080		11,379		15,778		23,480		253,872		—		—		305,589

Nonaccrual	Nonaccrual	—		—		82		244		143		8,719		—		—		9,188		Nonaccrual	—		—		—		2,081		1,746		13,165		—		—		16,992
Total residential mortgage guaranteed by U.S. government agencies	Total residential mortgage guaranteed by U.S. government agencies	348		10,308		24,432		31,185		35,484		275,229		—		—		376,986		Total residential mortgage guaranteed by U.S. government agencies	—		1,080		11,379		17,859		25,226		267,037		—		—		322,581

Personal:	Personal:																			Personal:
Pass	Pass	154,436		199,604		183,461		69,075		97,119		136,837		553,702		887		1,395,121		Pass	40,789		219,748		171,964		174,523		70,349		214,736		613,114		598		1,505,821
Special Mention	Special Mention	14		15		23		10		—		45		5		—		112		Special Mention	—		49		23		—		15		42		15		—		144
Accruing Substandard	Accruing Substandard	—		—		180		1		—		—		21		—		202		Accruing Substandard	—		524		—		165		—		—		7		—		696
Nonaccrual	Nonaccrual	19		9		10		25		38		61		26		—		188		Nonaccrual	—		14		19		10		22		42		64		—		171
Total personal	Total personal	154,469		199,628		183,674		69,111		97,157		136,943		553,754		887		1,395,623		Total personal	40,789		220,335		172,006		174,698		70,386		214,820		613,200		598		1,506,832

Total loans to individuals	Total loans to individuals	481,526		689,842		302,085		169,008		213,537		769,970		869,833		24,051		3,519,852		Total loans to individuals	118,637		616,044		613,921		263,830		146,623		834,473		936,031		23,360		3,552,919
Total loans	Total loans	$	2,741,199	$	3,013,837	$	2,719,070	$	1,738,807	$	1,367,855	$	3,484,320	$	5,255,990	$	26,858	$	20,347,936	Total loans	$	905,055	$	3,572,534	$	2,542,803	$	2,196,403	$	1,495,368	$	3,971,169	$	5,955,046	$	36,051	$	20,674,429

- 6766 -

The following table summarizes the Company’s loan portfolio at December 31, ~~2020~~2021 by the risk grade categories and vintage (in thousands):


		Origination Year																			Origination Year
		2020		2019		2018		2017		2016		Prior		Revolving Loans		Revolving Loans Converted to Term Loans		Total			2021		2020		2019		2018		2017		Prior		Revolving Loans		Revolving Loans Converted to Term Loans		Total
Commercial:	Commercial:																			Commercial:
Energy	Energy																			Energy
Pass	Pass	$	112,614	$	51,863	$	89,346	$	7,178	$	1,148	$	7,956	$	2,548,663	$	—	$	2,818,768	Pass	$	252,133	$	29,556	$	15,914	$	13,548	$	4,741	$	6,765	$	2,540,525	$	—	$	2,863,182
Special Mention	Special Mention	—		—		—		—		—		—		202,590		—		202,590		Special Mention	558		771		—		—		—		—		750		—		2,079
Accruing Substandard	Accruing Substandard	24,000		1,363		1,453		—		12,667		—		283,294		—		322,777		Accruing Substandard	10,650		22,611		1,185		814		—		716		74,556		—		110,532
Nonaccrual	Nonaccrual	21,076		2,607		—		—		—		21,064		80,312		—		125,059		Nonaccrual	—		20,487		—		—		—		714		9,890		—		31,091
Total energy	Total energy	157,690		55,833		90,799		7,178		13,815		29,020		3,114,859		—		3,469,194		Total energy	263,341		73,425		17,099		14,362		4,741		8,195		2,625,721		—		3,006,884

Healthcare	Healthcare																			Healthcare
Pass	Pass	536,745		615,221		638,302		422,834		234,399		658,286		147,132		—		3,252,919		Pass	563,800		589,193		516,558		498,998		319,096		688,136		160,154		26		3,335,961
Special Mention	Special Mention	—		27,500		—		—		—		8,282		5		—		35,787		Special Mention	6,835		—		15,583		—		11,135		—		5		—		33,558
Accruing Substandard	Accruing Substandard	—		—		1,191		929		132		11,387		—		—		13,639		Accruing Substandard	—		—		27,135		543		—		1,981		—		—		29,659
Nonaccrual	Nonaccrual	—		18		183		—		—		2,935		509		—		3,645		Nonaccrual	—		—		—		6,542		—		8,711		509		—		15,762
Total healthcare	Total healthcare	536,745		642,739		639,676		423,763		234,531		680,890		147,646		—		3,305,990		Total healthcare	570,635		589,193		559,276		506,083		330,231		698,828		160,668		26		3,414,940

Services	Services																			Services
Pass	Pass	534,853		436,384		372,867		307,374		373,785		683,936		665,491		682		3,375,372		Pass	696,149		405,057		289,375		275,010		225,404		795,029		607,958		375		3,294,357
Special Mention	Special Mention	150		9,057		389		291		2,038		2,000		3,063		—		16,988		Special Mention	434		405		1,830		1,047		3,290		47		17,210		192		24,455
Accruing Substandard	Accruing Substandard	429		6,380		26,008		6,027		5,030		7,954		38,797		—		90,625		Accruing Substandard	43		530		4,166		10,714		1,785		2,366		11,607		—		31,211
Nonaccrual	Nonaccrual	4,833		448		—		12,590		1,049		6,138		540		—		25,598		Nonaccrual	—		—		—		230		13,918		2,519		503		—		17,170
Total services	Total services	540,265		452,269		399,264		326,282		381,902		700,028		707,891		682		3,508,583		Total services	696,626		405,992		295,371		287,001		244,397		799,961		637,278		567		3,367,193

General business	General business																			General business
Pass	Pass	419,756		394,985		310,273		236,222		103,987		186,600		1,055,878		2,316		2,710,017		Pass	584,438		211,892		264,462		177,384		168,977		215,014		1,047,420		2,284		2,671,871
Special Mention	Special Mention	197		4,519		9,713		7,803		2,511		3,159		2,483		19		30,404		Special Mention	218		223		60		1,435		3,842		—		5,875		—		11,653
Accruing Substandard	Accruing Substandard	1,432		3,069		6,694		10,935		10,042		3,729		4,449		140		40,490		Accruing Substandard	265		1,066		1,634		7,697		8,336		3,024		1,821		—		23,843
Nonaccrual	Nonaccrual	1,675		3,728		4,863		1,436		530		107		477		41		12,857		Nonaccrual	—		2,444		4,562		1,046		762		518		730		19		10,081
Total general business	Total general business	423,060		406,301		331,543		256,396		117,070		193,595		1,063,287		2,516		2,793,768		Total general business	584,921		215,625		270,718		187,562		181,917		218,556		1,055,846		2,303		2,717,448

Total commercial	Total commercial	1,657,760		1,557,142		1,461,282		1,013,619		747,318		1,603,533		5,033,683		3,198		13,077,535		Total commercial	2,115,523		1,284,235		1,142,464		995,008		761,286		1,725,540		4,479,513		2,896		12,506,465

Commercial real estate:	Commercial real estate:																			Commercial real estate:
Pass	Pass	725,577		1,211,338		954,226		489,193		314,899		722,475		223,131		38		4,640,877		Pass	717,400		711,231		871,283		403,115		279,058		664,684		117,847		31		3,764,649
Special Mention	Special Mention	—		—		259		12,311		2,725		5,831		—		—		21,126		Special Mention	—		—		—		6,660		10,898		9,244		—		—		26,802
Accruing Substandard	Accruing Substandard	—		—		—		4,410		—		4,852		27		—		9,289		Accruing Substandard	—		—		—		13,352		4,480		7,780		—		—		25,612
Nonaccrual	Nonaccrual	—		8,300		—		232		7,468		11,246		—		—		27,246		Nonaccrual	—		—		8,076		—		—		6,186		—		—		14,262
Total commercial real estate	Total commercial real estate	725,577		1,219,638		954,485		506,146		325,092		744,404		223,158		38		4,698,538		Total commercial real estate	717,400		711,231		879,359		423,127		294,436		687,894		117,847		31		3,831,325

- 6867 -


		Origination Year																			Origination Year
		2020		2019		2018		2017		2016		Prior		Revolving Loans		Revolving Loans Converted to Term Loans		Total			2021		2020		2019		2018		2017		Prior		Revolving Loans		Revolving Loans Converted to Term Loans		Total
Paycheck protection program:	Paycheck protection program:																			Paycheck protection program:
Pass	Pass	1,682,310		—		—		—		—		—		—		—		1,682,310		Pass	237,357		38,984		—		—		—		—		—		—		276,341
Total paycheck protection program	Total paycheck protection program	1,682,310		—		—		—		—		—		—		—		1,682,310		Total paycheck protection program	237,357		38,984		—		—		—		—		—		—		276,341
Loans to individuals:	Loans to individuals:																			Loans to individuals:
Residential mortgage	Residential mortgage																			Residential mortgage
Pass	Pass	564,325		149,832		120,875		124,930		158,801		348,292		335,259		24,553		1,826,867		Pass	386,092		452,537		84,001		60,390		68,150		295,632		320,638		21,463		1,688,903
Special Mention	Special Mention	33		11		2,094		—		59		318		950		10		3,475		Special Mention	—		—		156		—		19		411		282		159		1,027
Accruing Substandard	Accruing Substandard	—		—		51		—		—		34		272		76		433		Accruing Substandard	98		—		—		—		127		41		400		—		666
Nonaccrual	Nonaccrual	648		104		1,658		784		2,010		22,415		3,835		774		32,228		Nonaccrual	1,516		1,809		383		1,968		629		22,289		2,177		803		31,574
Total residential mortgage	Total residential mortgage	565,006		149,947		124,678		125,714		160,870		371,059		340,316		25,413		1,863,003		Total residential mortgage	387,706		454,346		84,540		62,358		68,925		318,373		323,497		22,425		1,722,170

Residential mortgage guaranteed by U.S. government agencies	Residential mortgage guaranteed by U.S. government agencies																			Residential mortgage guaranteed by U.S. government agencies
Pass	Pass	4,859		33,880		34,464		43,099		58,264		226,380		—		—		400,946		Pass	699		11,380		20,650		27,970		32,742		246,871		—		—		340,312

Nonaccrual	Nonaccrual	—		—		545		—		309		6,887		—		—		7,741		Nonaccrual	—		—		1,259		821		635		11,146		—		—		13,861
Total residential mortgage guaranteed by U.S. government agencies	Total residential mortgage guaranteed by U.S. government agencies	4,859		33,880		35,009		43,099		58,573		233,267		—		—		408,687		Total residential mortgage guaranteed by U.S. government agencies	699		11,380		21,909		28,791		33,377		258,017		—		—		354,173

Personal:	Personal:																			Personal:
Pass	Pass	219,873		200,580		76,246		100,229		64,104		102,126		510,571		1,510		1,275,239		Pass	218,960		180,577		177,389		70,249		92,592		135,041		638,713		728		1,514,249
Special Mention	Special Mention	39		55		66		—		469		31		965		—		1,625		Special Mention	—		9		34		3		—		47		—		—		93
Accruing Substandard	Accruing Substandard	11		214		10		—		—		—		29		—		264		Accruing Substandard	435		5		165		—		—		1		—		—		606
Nonaccrual	Nonaccrual	28		17		57		73		50		49		45		—		319		Nonaccrual	110		14		10		24		35		40		25		—		258
Total personal	Total personal	219,951		200,866		76,379		100,302		64,623		102,206		511,610		1,510		1,277,447		Total personal	219,505		180,605		177,598		70,276		92,627		135,129		638,738		728		1,515,206

Total loans to individuals	Total loans to individuals	789,816		384,693		236,066		269,115		284,066		706,532		851,926		26,923		3,549,137		Total loans to individuals	607,910		646,331		284,047		161,425		194,929		711,519		962,235		23,153		3,591,549
Total loans	Total loans	$	4,855,463	$	3,161,473	$	2,651,833	$	1,788,880	$	1,356,476	$	3,054,469	$	6,108,767	$	30,159	$	23,007,520	Total loans	$	3,678,190	$	2,680,781	$	2,305,870	$	1,579,560	$	1,250,651	$	3,124,953	$	5,559,595	$	26,080	$	20,205,680

- 6968 -

Nonaccruing Loans

A summary of nonaccruing loans at ~~September 30, 2021~~March 31, 2022 follows (in thousands):


		As of September 30, 2021									As of March 31, 2022
		Total		With No Allowance		With Allowance		Related Allowance			Total		With No Allowance		With Allowance		Related Allowance
Commercial:	Commercial:									Commercial:
Energy	Energy	$	45,500	$	40,998	$	4,502	$	2,417	Energy	$	24,976	$	24,976	$	—	$	—
Healthcare	Healthcare	509		509		—		—		Healthcare	15,076		8,534		6,542		946
Services	Services	25,714		18,512		7,202		4,918		Services	16,535		13,290		3,245		1,407
General business	General business	8,951		5,526		3,425		500		General business	3,750		3,750		—		—
Total commercial	Total commercial	80,674		65,545		15,129		7,835		Total commercial	60,337		50,550		9,787		2,353

Commercial real estate	Commercial real estate	21,223		12,979		8,244		2,349		Commercial real estate	15,989		8,081		7,908		935

Loans to individuals:	Loans to individuals:									Loans to individuals:
Residential mortgage	Residential mortgage	30,674		30,674		—		—		Residential mortgage	30,757		30,757		—		—
Residential mortgage guaranteed by U.S. government agencies	Residential mortgage guaranteed by U.S. government agencies	9,188		9,188		—		—		Residential mortgage guaranteed by U.S. government agencies	16,992		16,992		—		—
Personal	Personal	188		188		—		—		Personal	171		171		—		—
Total loans to individuals	Total loans to individuals	40,050		40,050		—		—		Total loans to individuals	47,920		47,920		—		—

Total	Total	$	141,947	$	118,574	$	23,373	$	10,184	Total	$	124,246	$	106,551	$	17,695	$	3,288

A summary of nonaccruing loans at December 31, ~~2020~~2021 follows (in thousands):


		As of December 31, 2020									As of December 31, 2021
		Total		With No Allowance		With Allowance		Related Allowance			Total		With No Allowance		With Allowance		Related Allowance
Commercial:	Commercial:									Commercial:
Energy	Energy	$	125,059	$	76,633	$	48,426	$	16,478	Energy	$	31,091	$	31,091	$	—	$	—
Healthcare	Healthcare	3,645		3,645		—		—		Healthcare	15,762		9,679		6,083		53
Services	Services	25,598		20,810		4,788		2,574		Services	17,170		13,686		3,484		2,584
General business	General business	12,857		12,857		—		—		General business	10,081		7,690		2,391		1,357
Total commercial	Total commercial	167,159		113,945		53,214		19,052		Total commercial	74,104		62,146		11,958		3,994

Commercial real estate	Commercial real estate	27,246		13,645		13,601		3,389		Commercial real estate	14,262		6,186		8,076		2,349

Loans to individuals:	Loans to individuals:									Loans to individuals:
Residential mortgage	Residential mortgage	32,228		32,228		—		—		Residential mortgage	31,574		31,574		—		—
Residential mortgage guaranteed by U.S. government agencies	Residential mortgage guaranteed by U.S. government agencies	7,741		7,741		—		—		Residential mortgage guaranteed by U.S. government agencies	13,861		13,861		—		—
Personal	Personal	319		319		—		—		Personal	258		258		—		—
Total loans to individuals	Total loans to individuals	40,288		40,288		—		—		Total loans to individuals	45,693		45,693		—		—

Total	Total	$	234,693	$	167,878	$	66,815	$	22,441	Total	$	134,059	$	114,025	$	20,034	$	6,343

- 7069 -

Troubled Debt Restructurings

At ~~September 30, 2021~~March 31, 2022 the Company had ~~$241~~$260 million in troubled debt restructurings ("TDRs"), of which ~~$179~~$204 million were accruing residential mortgage loans guaranteed by U.S. government agencies, ~~$16~~$20 million were nonaccruing residential mortgage loans with no specific allowance necessary and ~~$14~~$12 million were commercial real estate loans with a related specific allowance of ~~$2.3 million. Approximately $133~~$935 thousand. Of the approximately $124 million of TDRs ~~were~~that are performing in accordance with the modified ~~terms.~~terms, $92 million are government guaranteed loans.

At December 31, ~~2020,~~2021, the Company had ~~$187~~$273 million in TDRs, of which ~~$152~~$211 million were accruing residential mortgage loans guaranteed by U.S. government agencies. ~~Approximately $95~~Of the approximately $141 million of TDRs that were performing in accordance with the modified ~~terms.~~terms, $97 million are government guaranteed loans.

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, 2021,~~March 31, 2022, $18 ~~million and $81~~ million of loans were restructured and ~~$712 thousand and $994~~$3 thousand of loans designated as TDRs were charged off. During the three ~~and nine~~ months ended ~~September 30, 2020, $36 million and $76~~March 31, 2021, $13 million of loans were restructured and ~~$6.4 million and $16.1 million~~$306 thousand of loans designated as TDRs were charged off.

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 ~~September 30, 2021~~March 31, 2022 is as follows (in thousands):


				Past Due								Past Due 90 Days or More and Accruing					Past Due								Past Due 90 Days or More and Accruing
		Current		30 to 59 Days		60 to 89 Days		90 Days or More		Total					Current		30 to 59 Days		60 to 89 Days		90 Days or More		Total
Commercial:	Commercial:													Commercial:
Energy	Energy	$	2,803,488	$	—	$	—	$	10,571	$	2,814,059	$	—	Energy	$	3,197,667	$	—	$	—	$	—	$	3,197,667	$	—
Healthcare	Healthcare	3,346,740		404		—		497		3,347,641		—		Healthcare	3,433,749		1,300		141		6,542		3,441,732		—
Services	Services	3,309,658		3,092		1,648		9,024		3,323,422		—		Services	3,340,989		743		1,377		8,386		3,351,495		—
General business	General business	2,678,878		1,732		1,821		7,587		2,690,018		200		General business	2,891,472		691		—		132		2,892,295		—
Total commercial	Total commercial	12,138,764		5,228		3,469		27,679		12,175,140		200		Total commercial	12,863,877		2,734		1,518		15,060		12,883,189		—

Commercial real estate	Commercial real estate	4,105,791		1,505		—		9,596		4,116,892		—		Commercial real estate	4,089,135		4,473		4,270		3,078		4,100,956		—

Paycheck protection program	Paycheck protection program	536,052		—		—		—		536,052		—		Paycheck protection program	137,052		—		6		307		137,365		307

Loans to individuals:	Loans to individuals:													Loans to individuals:
Residential mortgage	Residential mortgage	1,731,942		6,147		2,269		6,885		1,747,243		23		Residential mortgage	1,707,772		9,334		364		6,036		1,723,506		—
Residential mortgage guaranteed by U.S. government agencies	Residential mortgage guaranteed by U.S. government agencies	204,901		35,894		18,028		118,163		376,986		111,835		Residential mortgage guaranteed by U.S. government agencies	147,883		51,165		—		123,533		322,581		109,283
Personal	Personal	1,395,445		74		37		67		1,395,623		—		Personal	1,506,538		114		107		73		1,506,832		—
Total loans to individuals	Total loans to individuals	3,332,288		42,115		20,334		125,115		3,519,852		111,858		Total loans to individuals	3,362,193		60,613		471		129,642		3,552,919		109,283

Total	Total	$	20,112,895	$	48,848	$	23,803	$	162,390	$	20,347,936	$	112,058	Total	$	20,452,257	$	67,820	$	6,265	$	148,087	$	20,674,429	$	109,590

- 7170 -

A summary of loans currently performing and past due as of December 31, ~~2020~~2021 is as follows (in thousands):


				Past Due								Past Due 90 Days or More and Accruing					Past Due								Past Due 90 Days or More and Accruing
		Current		30 to 59 Days		60 to 89 Days		90 Days or More		Total					Current		30 to 59 Days		60 to 89 Days		90 Days or More		Total
Commercial:	Commercial:													Commercial:
Energy	Energy	$	3,410,995	$	12,735	$	4,050	$	41,414	$	3,469,194	$	—	Energy	$	3,002,623	$	545	$	3,716	$	—	$	3,006,884	$	—
Healthcare	Healthcare	3,302,345		—		—		3,645		3,305,990		—		Healthcare	3,412,072		2,359		—		509		3,414,940		—
Services	Services	3,489,423		3,278		177		15,705		3,508,583		326		Services	3,352,639		920		4,620		9,014		3,367,193		—
General business	General business	2,776,038		1,206		6,277		10,247		2,793,768		4,495		General business	2,705,596		6,080		997		4,775		2,717,448		199
Total commercial	Total commercial	12,978,801		17,219		10,504		71,011		13,077,535		4,821		Total commercial	12,472,930		9,904		9,333		14,298		12,506,465		199

Commercial real estate	Commercial real estate	4,672,279		276		5,310		20,673		4,698,538		5,126		Commercial real estate	3,827,962		—		206		3,157		3,831,325		—

Paycheck protection program	Paycheck protection program	1,682,310		—		—		—		1,682,310		—		Paycheck protection program	276,341		—		—		—		276,341		74

Loans to individuals:	Loans to individuals:													Loans to individuals:
Residential mortgage	Residential mortgage	1,849,304		5,812		837		7,050		1,863,003		181		Residential mortgage	1,707,654		6,263		1,556		6,697		1,722,170		—
Residential mortgage guaranteed by U.S. government agencies	Residential mortgage guaranteed by U.S. government agencies	262,102		41,389		22,041		83,155		408,687		78,349		Residential mortgage guaranteed by U.S. government agencies	181,022		26,869		16,751		129,531		354,173		118,819
Personal	Personal	1,273,702		3,317		90		338		1,277,447		241		Personal	1,514,938		66		24		178		1,515,206		40
Total loans to individuals	Total loans to individuals	3,385,108		50,518		22,968		90,543		3,549,137		78,771		Total loans to individuals	3,403,614		33,198		18,331		136,406		3,591,549		118,859

Total	Total	$	22,718,498	$	68,013	$	38,782	$	182,227	$	23,007,520	$	88,718	Total	$	19,980,847	$	43,102	$	27,870	$	153,861	$	20,205,680	$	119,132

- 7271 -

(5) 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):


		September 30, 2021				December 31, 2020					March 31, 2022				December 31, 2021
		Unpaid Principal Balance/ Notional		Fair Value		Unpaid Principal Balance/ Notional		Fair Value			Unpaid Principal Balance/ Notional		Fair Value		Unpaid Principal Balance/ Notional		Fair Value
Residential mortgage loans held for sale	Residential mortgage loans held for sale	$	163,924	$	166,670	$	227,161	$	236,444	Residential mortgage loans held for sale	$	161,717	$	159,355	$	182,710	$	186,175
Residential mortgage loan commitments	Residential mortgage loan commitments	239,066		8,249		380,637		20,435		Residential mortgage loan commitments	160,260		2,869		171,412		6,167
Forward sales contracts	Forward sales contracts	355,961		1,894		549,414		(4,563)		Forward sales contracts	310,237		7,250		328,433		(47)
				$	176,813			$	252,316				$	169,474			$	192,295

No residential mortgage loans held for sale were 90 days or more past due or considered impaired as of ~~September 30, 2021~~March 31, 2022 or December 31, ~~2020.~~2021. No credit losses were recognized on residential mortgage loans held for sale for the ~~nine~~three month period ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021.

Mortgage banking revenue was as follows (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020			2022		2021
Production revenue:	Production revenue:									Production revenue:
Net realized gains on sale of mortgage loans	Net realized gains on sale of mortgage loans	$	16,177	$	36,300	$	62,960	$	70,126	Net realized gains on sale of mortgage loans	$	6,883	$	26,000
Net change in unrealized gain (loss) on mortgage loans held for sale	Net change in unrealized gain (loss) on mortgage loans held for sale	(1,365)		(1,672)		(6,537)		6,913		Net change in unrealized gain (loss) on mortgage loans held for sale	(5,827)		(6,955)
Net change in the fair value of mortgage loan commitments	Net change in the fair value of mortgage loan commitments	(1,953)		1,593		(12,186)		23,991		Net change in the fair value of mortgage loan commitments	(3,298)		(8,980)
Net change in the fair value of forward sales contracts	Net change in the fair value of forward sales contracts	2,544		2,210		6,457		(1,844)		Net change in the fair value of forward sales contracts	7,297		15,222
Total production revenue	Total production revenue	15,403		38,431		50,694		99,186		Total production revenue	5,055		25,287
Servicing revenue	Servicing revenue	10,883		13,528		33,924		43,876		Servicing revenue	11,595		11,826
Total mortgage banking revenue	Total mortgage banking revenue	$	26,286	$	51,959	$	84,618	$	143,062	Total mortgage banking revenue	$	16,650	$	37,113

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.

- 7372 -

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):

September 30, 2021 December 31, 2020
Number of residential mortgage loans serviced for others 97,425 106,201
Outstanding principal balance of residential mortgage loans serviced for others $ 14,907,736 $ 16,228,449
Weighted average interest rate 3.68 % 3.84 %
Remaining term (in months) 278 280


	March 31, 2022			December 31, 2021
Number of residential mortgage loans serviced for others	99,409			102,008
Outstanding principal balance of residential mortgage loans serviced for others	$	16,024,663		$	16,442,446
Weighted average interest rate	3.57		%	3.58		%
Remaining term (in months)	281			281

The following represents activity in capitalized mortgage servicing rights (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020			2022		2021
Beginning Balance	Beginning Balance	$	117,629	$	97,971	$	101,172	$	201,886	Beginning Balance	$	163,198	$	101,172
Additions	Additions	11,540		7,424		29,307		21,330		Additions	5,215		9,830
Disposals		—		—		—		(10,801)

Change in fair value due to principal payments	Change in fair value due to principal payments	(8,806)		(11,192)		(30,949)		(28,971)		Change in fair value due to principal payments	(7,960)		(11,961)
Change in fair value due to market assumption changes	Change in fair value due to market assumption changes	12,945		3,441		33,778		(85,800)		Change in fair value due to market assumption changes	49,110		33,874
Ending Balance	Ending Balance	$	133,308	$	97,644	$	133,308	$	97,644	Ending Balance	$	209,563	$	132,915

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:


		September 30, 2021	December 31, 2020		March 31, 2022	December 31, 2021
Discount rate – risk-free rate plus a market premium	Discount rate – risk-free rate plus a market premium	8.46%	9.14%	Discount rate – risk-free rate plus a market premium	8.53%	8.39%
Prepayment rate - based upon loan interest rate, original term and loan type	Prepayment rate - based upon loan interest rate, original term and loan type	13.57%	19.73%	Prepayment rate - based upon loan interest rate, original term and loan type	8.48%	12.11%
Loan servicing costs – annually per loan based upon loan type:	Loan servicing costs – annually per loan based upon loan type:			Loan servicing costs – annually per loan based upon loan type:
Performing loans	Performing loans	$69 - $85	$69 - $94	Performing loans	$69 - $94	$69 - $94
Delinquent loans	Delinquent loans	$150 - $500	$150 - $500	Delinquent loans	$150 - $500	$150 - $500
Loans in foreclosure	Loans in foreclosure	$1,000 - $4,000	$1,000 - $4,000	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	Escrow earnings rate – indexed to rates paid on deposit accounts with comparable average life	1.08%	0.43%	Escrow earnings rate – indexed to rates paid on deposit accounts with comparable average life	2.47%	1.32%
Primary/secondary mortgage rate spread	Primary/secondary mortgage rate spread	105 bps	105 bps	Primary/secondary mortgage rate spread	105 bps	105 bps
Delinquency rate	Delinquency rate	2.36%	3.54%	Delinquency rate	2.28%	2.05%

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.

- 7473 -

(6) Commitments and Contingent Liabilities

Litigation Contingencies

On June 24, 2015, BOKF, NA received a complaint 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.~~procedures. The relationship manager was terminated. The Company reported the circumstances to, and cooperated with an investigation by, the Securities and Exchange Commission ("SEC"). On September 7, 2016, BOKF, NA agreed, and the SEC entered, a consent order finding that BOKF, NA had violated Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act and requiring BOKF, NA to disgorge $1,067,721 of fees and pay a civil penalty of $600,000. BOKF, NA disgorged the fees and paid the penalty.

On August 26, 2016, BOKF, NA was sued in the United States District Court for New Jersey by 2 bondholders in a putative class action alleging BOKF, NA participated in the fraudulent sale of securities by the principals. The action remains stayed with no current deadlines pending. On September 14, 2016, BOKF, NA was sued in the District Court of Tulsa County, Oklahoma by 19 bondholders also 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 the plaintiff's Third Amended Petition.

On December 28, 2015, in an action brought by the SEC, the New Jersey District Court entered a judgment against the principals involved in issuing the ~~bonds, precluding them from denying the alleged violations of the federal securities laws and requiring the principals to pay all outstanding bond amounts.~~bonds. On January 8, 2020, the Court entered judgment against the principal individual and his wife for $36,805,051 in principal amount and $10,937,831 in pre-judgment interest. The SEC continues to aggressively pursue collection of the judgment. If the individual principal and his wife cannot pay the bonds, 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 remaining collateral securing payment of the bonds, approximately $20 million will remain outstanding. A reasonable estimate cannot be made of the amount of any bondholder loss, though the amount of bondholder loss could be material to the Company in the event a loss to the Company becomes probable.

The ~~previously reported action in Fulton, Georgia County District Court brought against BOKF, NA by a Wrongful Death Judgment Creditor has been dismissed by the Court and the time for appeal has expired.~~

~~On September 29, 2021, The~~ United States ~~Court~~Courts of Appeals for the Fifth ~~Circuit~~and the Tenth Circuits have each affirmed ~~the dismissal~~dismissals of ~~the previously reported~~ putative class ~~action~~actions in which the ~~United States District Court for the Northern District of Texas alleging~~plaintiffs alleged that an extended overdraft fee charged by BOKF, NA was impermissible interest. ~~The~~Before the Tenth Circuit affirmed the dismissal byof the ~~United States District Court for New Mexico of a~~ second putative class action, ~~in which~~ the plaintiff ~~made the same allegations as were made~~ in the ~~Texas action remains on appeal to~~Fifth Circuit case filed an application in the Supreme Court of the United States ~~Court~~for an extension of ~~Appeals~~time to file a petition for certiorari, citing the possibility of a split in the Circuit Courts due to the pendency of the Tenth ~~Circuit.~~Circuit Appeal. The Supreme Court granted the extension, as it routinely does, and the extension will expire June 12, 2022. Management ishas been advised by its counsel that, if a ~~loss~~petition is ~~not probable and that~~filed, the ~~loss, if any, cannot be reasonably estimated.~~grant of certiorari by the Supreme Court is unlikely.

On 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 subsidiary 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 on behalf of all Plan Participants. The action is pending on the 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.

In 2019, a limited liability partnership sued BOKF, NA in Colorado District Court alleging that the Bank breached various fiduciary duties as trustee of a trust that was a co-general partner of the partnership and claiming in excess of $60 million in damages. From 2000 to 2009, BOKF was serving as personal representative of the estate of the creator of the trust. In 2009, BOKF moved to close the probate of the estate in the Colorado Probate Court. The members of the partnership who now sue BOKF objected to the closing of the estate and made the same allegations in the 2009 probate hearing as they now make in the 2019 Colorado District Court action. In 2009, the Colorado Probate Court entered summary judgment against the beneficiaries and the estate was closed. ~~In the~~The 2019 action ~~the Colorado District Court denied~~is pending on BOKF’s renewed motions for summary ~~judgment and discovery has proceeded.~~judgment. Management is advised by counsel that a loss is not probable and that the loss, if any, cannot be reasonably estimated.

~~- 75 -~~

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

Alternative Investment Commitments

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

- 74 -

At ~~September 30, 2021,~~March 31, 2022, the Company has ~~$353~~$360 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 ~~$122~~$101 million of unfunded commitments included in Other liabilities on the Consolidated Balance Sheets.

~~- 76 -~~

(7) Shareholders' Equity

On ~~November 2, 2021,~~May 3, 2022, the Company declared a quarterly cash dividend of $0.53 per common share payable on or about ~~November 24, 2021~~May 25, 2022 to shareholders of record as of ~~November 15, 2021.~~May 10, 2022.

Dividends declared were ~~$0.52 and $1.56~~$0.53 per share during the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~$0.51 and 1.53~~$0.52 per share during the three ~~and nine~~ months ended ~~September 30, 2020.~~March 31, 2021.

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							Unrealized Gain (Loss) on
		Available for Sale Securities		Employee Benefit Plans		Total			Available for Sale Securities		Employee Benefit Plans		Total
Balance, Dec. 31, 2019		$	104,996	$	(73)	$	104,923
Balance, Dec. 31, 2020								Balance, Dec. 31, 2020	$	335,032	$	836	$	335,868
Net change in unrealized gain (loss)	Net change in unrealized gain (loss)	347,985		—		347,985		Net change in unrealized gain (loss)	(150,131)		—		(150,131)
Reclassification adjustments included in earnings:	Reclassification adjustments included in earnings:							Reclassification adjustments included in earnings:

Gain on available for sale securities, net	Gain on available for sale securities, net	(5,571)		—		(5,571)		Gain on available for sale securities, net	(467)		—		(467)
Other comprehensive income, before income taxes	Other comprehensive income, before income taxes	342,414		—		342,414		Other comprehensive income, before income taxes	(150,598)		—		(150,598)
Federal and state income taxes	Federal and state income taxes	82,167		—		82,167		Federal and state income taxes	(36,139)		—		(36,139)
Other comprehensive income, net of income taxes	Other comprehensive income, net of income taxes	260,247		—		260,247		Other comprehensive income, net of income taxes	(114,459)		—		(114,459)
Balance, September 30, 2020		$	365,243	$	(73)	$	365,170
Balance, March 31, 2021								Balance, March 31, 2021	$	220,573	$	836	$	221,409

Balance, Dec. 31, 2020		$	335,032	$	836	$	335,868
Balance, Dec. 31, 2021								Balance, Dec. 31, 2021	$	69,775	$	2,596	$	72,371
Net change in unrealized gain (loss)	Net change in unrealized gain (loss)	(216,176)		—		(216,176)		Net change in unrealized gain (loss)	(639,041)		—		(639,041)
Reclassification adjustments included in earnings:	Reclassification adjustments included in earnings:							Reclassification adjustments included in earnings:
Gain on available for sale securities, net	Gain on available for sale securities, net	(3,152)		—		(3,152)		Gain on available for sale securities, net	(937)		—		(937)
Other comprehensive income, before income taxes	Other comprehensive income, before income taxes	(219,328)		—		(219,328)		Other comprehensive income, before income taxes	(639,978)		—		(639,978)
Federal and state income taxes	Federal and state income taxes	(52,632)		—		(52,632)		Federal and state income taxes	(149,781)		—		(149,781)
Other comprehensive income (loss), net of income taxes	Other comprehensive income (loss), net of income taxes	(166,696)		—		(166,696)		Other comprehensive income (loss), net of income taxes	(490,197)		—		(490,197)
Balance, September 30, 2021		$	168,336	$	836	$	169,172
Balance, March 31, 2022								Balance, March 31, 2022	$	(420,422)	$	2,596	$	(417,826)

- 7775 -

(8) Earnings Per Share


(In thousands, except share and per share amounts)	(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 March 31,
		2021		2020		2021		2020			2022		2021
Numerator:	Numerator:									Numerator:
Net income attributable to BOK Financial Corp. shareholders	Net income attributable to BOK Financial Corp. shareholders	$	188,322	$	154,034	$	500,803	$	280,806	Net income attributable to BOK Financial Corp. shareholders	$	62,488	$	146,060
Less: Earnings allocated to participating securities	Less: Earnings allocated to participating securities	1,351		938		3,458		1,678		Less: Earnings allocated to participating securities	451		937
Numerator for basic earnings per share – income available to common shareholders	Numerator for basic earnings per share – income available to common shareholders	186,971		153,096		497,345		279,128		Numerator for basic earnings per share – income available to common shareholders	62,037		145,123
Effect of reallocating undistributed earnings of participating securities	Effect of reallocating undistributed earnings of participating securities	—		—		—		—		Effect of reallocating undistributed earnings of participating securities	—		—
Numerator for diluted earnings per share – income available to common shareholders	Numerator for diluted earnings per share – income available to common shareholders	$	186,971	$	153,096	$	497,345	$	279,128	Numerator for diluted earnings per share – income available to common shareholders	$	62,037	$	145,123

Denominator:	Denominator:									Denominator:
Weighted average shares outstanding	Weighted average shares outstanding	68,852,688		70,306,233		69,243,562		70,375,628		Weighted average shares outstanding	68,306,107		69,583,788
Less: Participating securities included in weighted average shares outstanding	Less: Participating securities included in weighted average shares outstanding	493,563		428,367		475,518		416,684		Less: Participating securities included in weighted average shares outstanding	493,707		446,413
Denominator for basic earnings per common share	Denominator for basic earnings per common share	68,359,125		69,877,866		68,768,044		69,958,944		Denominator for basic earnings per common share	67,812,400		69,137,375
Dilutive effect of employee stock compensation plans1		1,746		1,424		2,619		3,109
Dilutive effect of employee stock compensation plans										Dilutive effect of employee stock compensation plans	1,451		4,335
Denominator for diluted earnings per common share	Denominator for diluted earnings per common share	68,360,871		69,879,290		68,770,663		69,962,053		Denominator for diluted earnings per common share	67,813,851		69,141,710

Basic earnings per share	Basic earnings per share	$	2.74	$	2.19	$	7.23	$	3.99	Basic earnings per share	$	0.91	$	2.10
Diluted earnings per share	Diluted earnings per share	$	2.74	$	2.19	$	7.23	$	3.99	Diluted earnings per share	$	0.91	$	2.10
1 Excludes employee stock options with exercise prices greater than current market price.		—		19,227		—		—

- 7876 -

(9) Reportable Segments

Reportable segments reconciliation to the Consolidated Financial Statements for the three months ended ~~September 30, 2021~~March 31, 2022 is as follows (in thousands):


		Commercial		Consumer		Wealth Management		Funds Management and Other		BOK Financial Consolidated			Commercial		Consumer		Wealth Management		Funds Management and Other		BOK Financial Consolidated
Net interest revenue from external sources	Net interest revenue from external sources	$	150,211	$	16,967	$	55,697	$	57,352	$	280,227	Net interest revenue from external sources	$	147,590	$	16,915	$	56,231	$	47,675	$	268,411
Net interest revenue (expense) from internal sources	Net interest revenue (expense) from internal sources	(16,107)		10,255		(501)		6,353		—		Net interest revenue (expense) from internal sources	(10,579)		10,292		(465)		752		—
Net interest revenue	Net interest revenue	134,104		27,222		55,196		63,705		280,227		Net interest revenue	137,011		27,207		55,766		48,427		268,411
Provision for credit losses		2,807		928		(70)		(26,665)		(23,000)
Net loans charged off and provision for credit losses												Net loans charged off and provision for credit losses	5,343		1,112		(71)		(6,384)		—
Net interest revenue after provision for credit losses	Net interest revenue after provision for credit losses	131,297		26,294		55,266		90,370		303,227		Net interest revenue after provision for credit losses	131,668		26,095		55,837		54,811		268,411
Other operating revenue	Other operating revenue	92,511		44,401		97,888		(4,968)		229,832		Other operating revenue	57,427		33,961		25,018		(28,550)		87,856
Other operating expense	Other operating expense	68,301		49,483		87,417		86,076		291,277		Other operating expense	65,114		48,789		74,495		89,220		277,618
Net direct contribution	Net direct contribution	155,507		21,212		65,737		(674)		241,782		Net direct contribution	123,981		11,267		6,360		(62,959)		78,649
Gain (loss) on financial instruments, net	Gain (loss) on financial instruments, net	44		(5,949)		—		5,905		—		Gain (loss) on financial instruments, net	(204)		(57,895)		—		58,099		—
Change in fair value of mortgage servicing rights	Change in fair value of mortgage servicing rights	—		12,945		—		(12,945)		—		Change in fair value of mortgage servicing rights	—		49,110		—		(49,110)		—
Gain (loss) on repossessed assets, net	Gain (loss) on repossessed assets, net	(3,945)		—		—		3,945		—		Gain (loss) on repossessed assets, net	1,793		45		—		(1,838)		—
Corporate expense allocations	Corporate expense allocations	11,769		11,516		10,101		(33,386)		—		Corporate expense allocations	16,246		12,080		12,062		(40,388)		—
Net income before taxes	Net income before taxes	139,837		16,692		55,636		29,617		241,782		Net income before taxes	109,324		(9,553)		(5,702)		(15,420)		78,649
Federal and state income taxes	Federal and state income taxes	37,143		4,260		14,230		(1,572)		54,061		Federal and state income taxes	26,980		(2,236)		(1,283)		(7,264)		16,197
Net income		102,694		12,432		41,406		31,189		187,721
Net income (loss)												Net income (loss)	82,344		(7,317)		(4,419)		(8,156)		62,452
Net income (loss) attributable to non-controlling interests	Net income (loss) attributable to non-controlling interests	—		—		—		(601)		(601)		Net income (loss) attributable to non-controlling interests	—		—		—		(36)		(36)
Net income attributable to BOK Financial Corp. shareholders		$	102,694	$	12,432	$	41,406	$	31,790	$	188,322
Net income (loss) attributable to BOK Financial Corp. shareholders												Net income (loss) attributable to BOK Financial Corp. shareholders	$	82,344	$	(7,317)	$	(4,419)	$	(8,120)	$	62,488

Average assets	Average assets	$	28,474,182	$	10,083,593	$	19,109,700	$	(8,168,326)	$	49,499,149	Average assets	$	29,823,905	$	10,273,890	$	21,323,795	$	(10,860,516)	$	50,561,074

~~- 79 -~~

~~Reportable segments reconciliation to the Consolidated Financial Statements for the nine months ended September 30, 2021 is as follows (in thousands):~~
Commercial Consumer Wealth
Management Funds Management and Other BOK
Financial
Consolidated
Net interest revenue from external sources $ 457,953 $ 51,205 $ 157,217 $ 174,581 $ 840,956
Net interest revenue (expense) from internal sources (62,941) 21,936 (1,375) 42,380 —
Net interest revenue 395,012 73,141 155,842 216,961 840,956
Provision for credit losses 33,061 2,489 (153) (118,397) (83,000)
Net interest revenue after provision for credit losses 361,951 70,652 155,995 335,358 923,956
Other operating revenue 204,358 134,396 243,160 16,418 598,332
Other operating expense 206,630 157,558 245,411 268,614 878,213
Net direct contribution 359,679 47,490 153,744 83,162 644,075
Gain (loss) on financial instruments, net 111 (18,427) — 18,316 —
Change in fair value of mortgage servicing rights — 33,778 — (33,778) —
Gain (loss) on repossessed assets, net 12,355 41 — (12,396) —
Corporate expense allocations 37,015 34,590 30,330 (101,935) —
Net income before taxes 335,130 28,292 123,414 157,239 644,075
Federal and state income taxes 90,130 7,214 31,565 16,030 144,939
Net income 245,000 21,078 91,849 141,209 499,136
Net income (loss) attributable to non-controlling interests — — — (1,667) (1,667)
Net income attributable to BOK Financial Corp. shareholders $ 245,000 $ 21,078 $ 91,849 $ 142,876 $ 500,803
Average assets $ 28,228,840 $ 9,976,742 $ 18,987,234 $ (7,193,554) $ 49,999,262

- 8077 -

Reportable segments reconciliation to the Consolidated Financial Statements for the three months ended ~~September 30, 2020~~March 31, 2021 is as follows (in thousands):


		Commercial		Consumer		Wealth Management		Funds Management and Other		BOK Financial Consolidated			Commercial		Consumer		Wealth Management		Funds Management and Other		BOK Financial Consolidated
Net interest revenue from external sources	Net interest revenue from external sources	$	173,248	$	15,821	$	34,098	$	48,583	$	271,750	Net interest revenue from external sources	$	155,799	$	16,686	$	48,554	$	59,381	$	280,420
Net interest revenue (expense) from internal sources	Net interest revenue (expense) from internal sources	(23,302)		17,309		(11,113)		17,106		—		Net interest revenue (expense) from internal sources	(25,794)		4,288		(200)		21,706		—
Net interest revenue	Net interest revenue	149,946		33,130		22,985		65,689		271,750		Net interest revenue	130,005		20,974		48,354		81,087		280,420
Provision for credit losses		22,599		79		(51)		(22,627)		—
Net loans charged off and provision for credit losses												Net loans charged off and provision for credit losses	13,985		1,136		(29)		(40,092)		(25,000)
Net interest revenue after provision for credit losses	Net interest revenue after provision for credit losses	127,347		33,051		23,036		88,316		271,750		Net interest revenue after provision for credit losses	116,020		19,838		48,383		121,179		305,420
Other operating revenue	Other operating revenue	52,021		67,808		111,152		(1,043)		229,938		Other operating revenue	46,579		52,282		66,123		12,070		177,054
Other operating expense	Other operating expense	66,846		59,155		82,868		88,175		297,044		Other operating expense	66,979		55,622		78,565		94,618		295,784
Net direct contribution	Net direct contribution	112,522		41,704		51,320		(902)		204,644		Net direct contribution	95,620		16,498		35,941		38,631		186,690
Gain (loss) on financial instruments, net	Gain (loss) on financial instruments, net	38		1,540		—		(1,578)		—		Gain (loss) on financial instruments, net	33		(29,616)		—		29,583		—
Change in fair value of mortgage servicing rights	Change in fair value of mortgage servicing rights	—		3,441		—		(3,441)		—		Change in fair value of mortgage servicing rights	—		33,874		—		(33,874)		—
Gain (loss) on repossessed assets, net	Gain (loss) on repossessed assets, net	(4,332)		41		—		4,291		—		Gain (loss) on repossessed assets, net	12,737		41		—		(12,778)		—
Corporate expense allocations	Corporate expense allocations	5,172		10,691		9,397		(25,260)		—		Corporate expense allocations	12,734		11,475		9,887		(34,096)		—
Net income before taxes	Net income before taxes	103,056		36,035		41,923		23,630		204,644		Net income before taxes	95,656		9,322		26,054		55,658		186,690
Federal and state income taxes	Federal and state income taxes	27,959		9,180		10,711		2,702		50,552		Federal and state income taxes	25,983		2,374		6,672		7,353		42,382
Net income	Net income	75,097		26,855		31,212		20,928		154,092		Net income	69,673		6,948		19,382		48,305		144,308
Net income (loss) attributable to non-controlling interests	Net income (loss) attributable to non-controlling interests	—		—		—		58		58		Net income (loss) attributable to non-controlling interests	—		—		—		(1,752)		(1,752)
Net income attributable to BOK Financial Corp. shareholders	Net income attributable to BOK Financial Corp. shareholders	$	75,097	$	26,855	$	31,212	$	20,870	$	154,034	Net income attributable to BOK Financial Corp. shareholders	$	69,673	$	6,948	$	19,382	$	50,057	$	146,060

Average assets	Average assets	$	28,000,183	$	9,898,112	$	16,204,510	$	(5,171,050)	$	48,931,755	Average assets	$	28,047,052	$	9,755,539	$	18,645,865	$	(6,137,823)	$	50,310,633

- ~~81 -~~

~~Reportable segments reconciliation to the Consolidated Financial Statements for the nine months ended September 30, 2020 is as follows (in thousands):~~

Commercial Consumer Wealth
Management
Funds Management and Other1
BOK
Financial
Consolidated
Net interest revenue from external sources $ 549,464 $ 60,492 $ 82,823 $ 118,435 $ 811,214
Net interest revenue (expense) from internal sources (103,002) 55,840 (14,054) 61,216 —
Net interest revenue 446,462 116,332 68,769 179,651 811,214
Provision for credit losses 53,241 1,870 (188) 174,169 229,092
Net interest revenue after provision for credit losses 393,221 114,462 68,957 5,482 582,122
Other operating revenue 138,139 190,062 315,707 (376) 643,532
Other operating expense 190,531 171,172 241,627 258,307 861,637
Net direct contribution 340,829 133,352 143,037 (253,201) 364,017
Gain (loss) on financial instruments, net 135 95,660 7 (95,802) —
Change in fair value of mortgage servicing rights — (85,800) — 85,800 —
Gain (loss) on repossessed assets, net (4,132) 81 — 4,051 —
Corporate expense allocations 19,514 31,749 25,866 (77,129) —
Net income before taxes 317,318 111,544 117,178 (182,023) 364,017
Federal and state income taxes 86,254 28,411 29,999 (61,009) 83,655
Net income 231,064 83,133 87,179 (121,014) 280,362
Net income (loss) attributable to non-controlling interests — — — (444) (444)
Net income attributable to BOK Financial Corp. shareholders $ 231,064 $ 83,133 $ 87,179 $ (120,570) $ 280,806
Average assets $ 26,759,150 $ 9,889,687 $ 14,887,947 $ (3,397,414) $ 48,139,370

~~- 82~~78 -

(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.

- 8379 -

Fees and commissions revenue by reportable segment and primary service line is as follows for the three months ended ~~September 30, 2021.~~March 31, 2022.


		Commercial		Consumer		Wealth Management		Funds Management & Other		Consolidated		Out of Scope1		In Scope2			Commercial		Consumer		Wealth Management		Funds Management & Other		Consolidated		Out of Scope1		In Scope2
Trading revenue	Trading revenue	$	—	$	—	$	24,067	$	1	$	24,068	$	24,068	$	—	Trading revenue	$	—	$	—	$	(54,048)	$	—	$	(54,048)	$	(54,048)	$	—
Customer hedging revenue	Customer hedging revenue	6,720		—		26		184		6,930		6,930		—		Customer hedging revenue	12,979		—		817		(2,858)		10,938		10,938		—
Retail brokerage revenue	Retail brokerage revenue	—		—		4,887		—		4,887		—		4,887		Retail brokerage revenue	—		—		4,610		—		4,610		—		4,610
Insurance brokerage revenue	Insurance brokerage revenue	—		—		3,061		—		3,061		—		3,061		Insurance brokerage revenue	—		—		3,738		—		3,738		—		3,738
Investment banking revenue	Investment banking revenue	4,386		—		5,341		(743)		8,984		3,045		5,939		Investment banking revenue	3,358		—		4,325		—		7,683		3,099		4,584
Brokerage and trading revenue	Brokerage and trading revenue	11,106		—		37,382		(558)		47,930		34,043		13,887		Brokerage and trading revenue	16,337		—		(40,558)		(2,858)		(27,079)		(40,011)		12,932
TransFund EFT network revenue	TransFund EFT network revenue	19,280		920		(18)		1		20,183		—		20,183		TransFund EFT network revenue	18,153		886		(17)		1		19,023		—		19,023
Merchant services revenue	Merchant services revenue	3,051		12		—		—		3,063		—		3,063		Merchant services revenue	3,641		10		—		—		3,651		—		3,651
Corporate card revenue	Corporate card revenue	1,260		—		45		81		1,386		—		1,386		Corporate card revenue	1,376		—		76		90		1,542		—		1,542
Transaction card revenue	Transaction card revenue	23,591		932		27		82		24,632		—		24,632		Transaction card revenue	23,170		896		59		91		24,216		—		24,216
Personal trust revenue	Personal trust revenue	—		—		24,624		—		24,624		—		24,624		Personal trust revenue	—		—		24,797		—		24,797		—		24,797
Corporate trust revenue	Corporate trust revenue	—		—		3,814		—		3,814		—		3,814		Corporate trust revenue	—		—		3,958		—		3,958		—		3,958
Institutional trust & retirement plan services revenue	Institutional trust & retirement plan services revenue	—		—		13,040		—		13,040		—		13,040		Institutional trust & retirement plan services revenue	—		—		12,567		—		12,567		—		12,567
Investment management services and other revenue	Investment management services and other revenue	—		—		3,815		(45)		3,770		—		3,770		Investment management services and other revenue	—		—		5,121		(44)		5,077		—		5,077
Fiduciary and asset management revenue	Fiduciary and asset management revenue	—		—		45,293		(45)		45,248		—		45,248		Fiduciary and asset management revenue	—		—		46,443		(44)		46,399		—		46,399
Commercial account service charge revenue	Commercial account service charge revenue	12,795		463		621		(2)		13,877		—		13,877		Commercial account service charge revenue	13,131		450		513		—		14,094		—		14,094
Overdraft fee revenue	Overdraft fee revenue	29		6,098		17		1		6,145		—		6,145		Overdraft fee revenue	31		6,193		23		—		6,247		—		6,247
Check card revenue	Check card revenue	—		6,293		—		1		6,294		—		6,294		Check card revenue	—		5,545		—		—		5,545		—		5,545
Automated service charge and other deposit fee revenue	Automated service charge and other deposit fee revenue	24		1,068		21		—		1,113		—		1,113		Automated service charge and other deposit fee revenue	23		1,107		(14)		2		1,118		—		1,118
Deposit service charges and fees	Deposit service charges and fees	12,848		13,922		659		—		27,429		—		27,429		Deposit service charges and fees	13,185		13,295		522		2		27,004		—		27,004
Mortgage production revenue	Mortgage production revenue	—		15,403		—		—		15,403		15,403		—		Mortgage production revenue	—		5,055		—		—		5,055		5,055		—
Mortgage servicing revenue	Mortgage servicing revenue	—		11,347		—		(464)		10,883		10,883		—		Mortgage servicing revenue	—		12,076		—		(481)		11,595		11,595		—
Mortgage banking revenue	Mortgage banking revenue	—		26,750		—		(464)		26,286		26,286		—		Mortgage banking revenue	—		17,131		—		(481)		16,650		16,650		—
Other revenue	Other revenue	8,907		2,801		14,605		(7,417)		18,896		13,092		5,804		Other revenue	4,272		2,655		18,557		(15,039)		10,445		7,275		3,170
Total fees and commissions revenue	Total fees and commissions revenue	$	56,452	$	44,405	$	97,966	$	(8,402)	$	190,421	$	73,421	$	117,000	Total fees and commissions revenue	$	56,964	$	33,977	$	25,023	$	(18,329)	$	97,635	$	(16,086)	$	113,721

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.

~~- 84 -~~

~~Fees and commissions revenue by reportable segment and primary service line is as follows for the nine months ended September 30, 2021.~~

Commercial Consumer Wealth Management Funds Management & Other Consolidated
Out of Scope1
In Scope2
Trading revenue $ — $ — $ 40,785 $ — $ 40,785 $ 40,785 $ —
Customer hedging revenue 16,620 — 172 (5,465) 11,327 11,327 —
Retail brokerage revenue — — 14,156 — 14,156 — 14,156
Insurance brokerage revenue — — 8,973 — 8,973 — 8,973
Investment banking revenue 10,579 — 13,735 (1,435) 22,879 7,815 15,064
Brokerage and trading revenue 27,199 — 77,821 (6,900) 98,120 59,927 38,193
TransFund EFT network revenue 57,097 2,678 (48) 4 59,731 — 59,731
Merchant services revenue 8,751 45 — — 8,796 — 8,796
Corporate card revenue 3,127 — 110 221 3,458 — 3,458
Transaction card revenue 68,975 2,723 62 225 71,985 — 71,985
Personal trust revenue — — 71,757 (1) 71,756 — 71,756
Corporate trust revenue — — 11,038 — 11,038 — 11,038
Institutional trust & retirement plan services revenue — — 38,478 — 38,478 — 38,478
Investment management services and other revenue — — 10,261 (131) 10,130 — 10,130
Fiduciary and asset management revenue — — 131,534 (132) 131,402 — 131,402
Commercial account service charge revenue 37,493 1,366 1,809 (2) 40,666 — 40,666
Overdraft fee revenue 77 15,649 53 3 15,782 — 15,782
Check card revenue — 17,650 — — 17,650 — 17,650
Automated service charge and other deposit fee revenue 75 3,260 64 2 3,401 — 3,401
Deposit service charges and fees 37,645 37,925 1,926 3 77,499 — 77,499
Mortgage production revenue — 50,694 — — 50,694 50,694 —
Mortgage servicing revenue — 35,292 — (1,368) 33,924 33,924 —
Mortgage banking revenue — 85,986 — (1,368) 84,618 84,618 —
Other revenue 35,848 7,785 31,148 (16,417) 58,364 46,276 12,088
Total fees and commissions revenue $ 169,667 $ 134,419 $ 242,491 $ (24,589) $ 521,988 $ 190,821 $ 331,167

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.~~

- 8580 -

Fees and commissions revenue by reportable segment and primary service line is as follows for the three months ended ~~September 30, 2020.~~March 31, 2021.


		Commercial		Consumer		Wealth Management		Funds Management & Other		Consolidated		Out of Scope1		In Scope2			Commercial		Consumer		Wealth Management		Funds Management & Other		Consolidated		Out of Scope1		In Scope2
Trading revenue	Trading revenue	$	—	$	—	$	46,890	$	(1)	$	46,889	$	46,889	$	—	Trading revenue	$	—	$	—	$	3,716	$	—	$	3,716	$	3,716	$	—
Customer hedging revenue	Customer hedging revenue	7,999		—		123		520		8,642		8,642		—		Customer hedging revenue	4,207		—		91		(1,706)		2,592		2,592		—
Retail brokerage revenue	Retail brokerage revenue	—		—		3,787		—		3,787		—		3,787		Retail brokerage revenue	—		—		4,741		—		4,741		—		4,741
Insurance brokerage revenue	Insurance brokerage revenue	—		—		3,124		—		3,124		—		3,124		Insurance brokerage revenue	—		—		2,916		—		2,916		—		2,916
Investment banking revenue	Investment banking revenue	2,314		—		4,770		—		7,084		2,280		4,804		Investment banking revenue	2,258		—		4,768		(209)		6,817		2,049		4,768
Brokerage and trading revenue	Brokerage and trading revenue	10,313		—		58,694		519		69,526		57,811		11,715		Brokerage and trading revenue	6,465		—		16,232		(1,915)		20,782		8,357		12,425
TransFund EFT network revenue	TransFund EFT network revenue	18,840		913		(14)		2		19,741		—		19,741		TransFund EFT network revenue	18,443		834		(13)		2		19,266		—		19,266
Merchant services revenue	Merchant services revenue	3,019		19		—		—		3,038		—		3,038		Merchant services revenue	2,266		16		—		(1)		2,281		—		2,281
Corporate card revenue	Corporate card revenue	583		—		21		82		686		—		686		Corporate card revenue	804		—		28		51		883		—		883
Transaction card revenue	Transaction card revenue	22,442		932		7		84		23,465		—		23,465		Transaction card revenue	21,513		850		15		52		22,430		—		22,430
Personal trust revenue	Personal trust revenue	—		—		20,130		—		20,130		—		20,130		Personal trust revenue	—		—		21,977		—		21,977		—		21,977
Corporate trust revenue	Corporate trust revenue	—		—		4,613		—		4,613		—		4,613		Corporate trust revenue	—		—		3,789		—		3,789		—		3,789
Institutional trust & retirement plan services revenue	Institutional trust & retirement plan services revenue	—		—		11,030		—		11,030		—		11,030		Institutional trust & retirement plan services revenue	—		—		12,610		—		12,610		—		12,610
Investment management services and other revenue	Investment management services and other revenue	—		—		4,198		(40)		4,158		—		4,158		Investment management services and other revenue	—		—		2,903		43		2,946		—		2,946
Fiduciary and asset management revenue	Fiduciary and asset management revenue	—		—		39,971		(40)		39,931		—		39,931		Fiduciary and asset management revenue	—		—		41,279		43		41,322		—		41,322
Commercial account service charge revenue	Commercial account service charge revenue	11,209		419		572		—		12,200		—		12,200		Commercial account service charge revenue	11,988		434		581		1		13,004		—		13,004
Overdraft fee revenue	Overdraft fee revenue	32		5,411		16		4		5,463		—		5,463		Overdraft fee revenue	26		4,635		19		—		4,680		—		4,680
Check card revenue	Check card revenue	—		5,565		—		—		5,565		—		5,565		Check card revenue	—		5,327		—		—		5,327		—		5,327
Automated service charge and other deposit fee revenue	Automated service charge and other deposit fee revenue	27		1,007		24		—		1,058		—		1,058		Automated service charge and other deposit fee revenue	26		1,150		23		(1)		1,198		—		1,198
Deposit service charges and fees	Deposit service charges and fees	11,268		12,402		612		4		24,286		—		24,286		Deposit service charges and fees	12,040		11,546		623		—		24,209		—		24,209
Mortgage production revenue	Mortgage production revenue	—		38,431		—		—		38,431		38,431		—		Mortgage production revenue	—		25,287		—		—		25,287		25,287		—
Mortgage servicing revenue	Mortgage servicing revenue	—		13,952		—		(424)		13,528		13,528		—		Mortgage servicing revenue	—		12,277		—		(451)		11,826		11,826		—
Mortgage banking revenue	Mortgage banking revenue	—		52,383		—		(424)		51,959		51,959		—		Mortgage banking revenue	—		37,564		—		(451)		37,113		37,113		—
Other revenue	Other revenue	6,062		2,257		12,371		(6,992)		13,698		10,427		3,271		Other revenue	9,829		2,340		7,535		(3,408)		16,296		13,143		3,153
Total fees and commissions revenue	Total fees and commissions revenue	$	50,085	$	67,974	$	111,655	$	(6,849)	$	222,865	$	120,197	$	102,668	Total fees and commissions revenue	$	49,847	$	52,300	$	65,684	$	(5,679)	$	162,152	$	58,613	$	103,539

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.

~~- 86 -~~

~~Fees and commissions revenue by reportable segment and primary service line is as follows for the nine months ended September 30, 2020.~~

Commercial Consumer Wealth Management
Funds Management & Other3
Consolidated
Out of Scope1
In Scope2
Trading revenue $ — $ — $ 125,189 $ — $ 125,189 $ 125,189 $ —
Customer hedging revenue 17,417 — 321 368 18,106 18,106 —
Retail brokerage revenue — — 11,524 — 11,524 — 11,524
Insurance brokerage revenue — — 10,066 — 10,066 — 10,066
Investment banking revenue 5,325 — 12,117 — 17,442 4,959 12,483
Brokerage and trading revenue 22,742 — 159,217 368 182,327 148,254 34,073
TransFund EFT network revenue 56,699 2,300 (42) 4 58,961 — 58,961
Merchant services revenue 7,554 46 — — 7,600 — 7,600
Corporate card revenue 1,588 — 55 82 1,725 — 1,725
Transaction card revenue 65,841 2,346 13 86 68,286 — 68,286
Personal trust revenue — — 62,460 — 62,460 — 62,460
Corporate trust revenue — — 15,579 — 15,579 — 15,579
Institutional trust & retirement plan services revenue — — 33,510 — 33,510 — 33,510
Investment management services and other revenue — — 14,220 (123) 14,097 — 14,097
Fiduciary and asset management revenue — — 125,769 (123) 125,646 — 125,646
Commercial account service charge revenue 33,317 1,218 1,715 — 36,250 — 36,250
Overdraft fee revenue 101 16,223 54 7 16,385 — 16,385
Check card revenue — 15,916 — — 15,916 — 15,916
Automated service charge and other deposit fee revenue 285 3,572 54 — 3,911 — 3,911
Deposit service charges and fees 33,703 36,929 1,823 7 72,462 — 72,462
Mortgage production revenue — 99,186 — — 99,186 99,186 —
Mortgage servicing revenue — 45,158 — (1,282) 43,876 43,876 —
Mortgage banking revenue — 144,344 — (1,282) 143,062 143,062 —
Other revenue 15,773 6,609 29,471 (14,367) 37,486 27,805 9,681
Total fees and commissions revenue $ 138,059 $ 190,228 $ 316,293 $ (15,311) $ 629,269 $ 319,121 $ 310,148

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.~~

- 8781 -

(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 ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. Transfers between significant other observable inputs and significant unobservable inputs during the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ 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 ~~September 30, 2021~~March 31, 2022 or December 31, ~~2020.~~2021.

- 8882 -

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 ~~September 30, 2021~~March 31, 2022 (in thousands):


		Total		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Total		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:	Assets:									Assets:
Trading securities:	Trading securities:									Trading securities:
U.S. government securities	U.S. government securities	$	8,863	$	4,999	$	3,864	$	—	U.S. government securities	$	13,513	$	4,978	$	8,535	$	—
Residential agency mortgage-backed securities	Residential agency mortgage-backed securities	5,469,676		—		5,469,676		—		Residential agency mortgage-backed securities	4,827,504		—		4,827,504		—
Municipal securities	Municipal securities	35,894		—		35,894		—		Municipal securities	24,539		—		24,539		—

Other trading securities	Other trading securities	39,607		—		39,607		—		Other trading securities	25,540		—		25,540		—
Total trading securities	Total trading securities	5,554,040		4,999		5,549,041		—		Total trading securities	4,891,096		4,978		4,886,118		—
Available for sale securities:	Available for sale securities:									Available for sale securities:
U.S. Treasury	U.S. Treasury	502		502		—		—		U.S. Treasury	947		947		—		—
Municipal securities	Municipal securities	461,619		—		461,619		—		Municipal securities	526,322		—		526,322		—
Residential agency mortgage-backed securities	Residential agency mortgage-backed securities	8,168,025		—		8,168,025		—		Residential agency mortgage-backed securities	7,612,021		—		7,612,021		—
Residential non-agency mortgage-backed securities	Residential non-agency mortgage-backed securities	26,072		—		26,072		—		Residential non-agency mortgage-backed securities	347,187		—		347,187		—
Commercial agency mortgage-backed securities	Commercial agency mortgage-backed securities	4,685,423		—		4,685,423		—		Commercial agency mortgage-backed securities	4,407,585		—		4,407,585		—
Other debt securities	Other debt securities	472		—		—		472		Other debt securities	472		—		—		472
Total available for sale securities	Total available for sale securities	13,342,113		502		13,341,139		472		Total available for sale securities	12,894,534		947		12,893,115		472

Fair value option securities – Residential agency mortgage-backed securities	Fair value option securities – Residential agency mortgage-backed securities	51,019		—		51,019		—		Fair value option securities – Residential agency mortgage-backed securities	185,003		—		185,003		—

Residential mortgage loans held for sale1	Residential mortgage loans held for sale1	176,813		—		170,338		6,475		Residential mortgage loans held for sale1	169,474		—		160,507		8,967
Mortgage servicing rights2	Mortgage servicing rights2	133,308		—		—		133,308		Mortgage servicing rights2	209,563		—		—		209,563
Derivative contracts, net of cash collateral3		1,901,136		1,109		1,900,027		—
Derivative contracts, net of cash collateral										Derivative contracts, net of cash collateral	2,680,207		—		2,680,207		—
Liabilities:	Liabilities:									Liabilities:
Derivative contracts, net of cash collateral3		739,641		233,266		506,375		—
Derivative contracts, net of cash collateral										Derivative contracts, net of cash collateral	557,834		—		557,834		—

1Residential mortgage loans held for sale measured at fair value on a recurring basis using significant unobservable inputs (Level 3) consist of residential mortgage loans intended for sale to U.S. government agencies that fail to meet conforming standards and are valued at ~~95.57%~~95.07% of the unpaid principal balance.

2A 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.

3See Note 3 for detail of fair value of derivative contracts by contract type. Fair values based on quoted prices in active markets for identical instruments (Level 1) are primarily exchange-traded derivative contracts, net of cash margin.

- 8983 -

The fair value of financial assets and liabilities measured on a recurring basis was as follows as of December 31, ~~2020~~2021 (in thousands):


		Total		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Total		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:	Assets:									Assets:
Trading securities:	Trading securities:									Trading securities:
U.S. government securities	U.S. government securities	$	9,183	$	4,999	$	4,184	$	—	U.S. government securities	$	23,610	$	4,999	$	18,611	$	—
Residential agency mortgage-backed securities	Residential agency mortgage-backed securities	4,669,148		—		4,669,148		—		Residential agency mortgage-backed securities	9,068,900		—		9,068,900		—
Municipal securities	Municipal securities	19,172		—		19,172		—		Municipal securities	25,783		—		25,783		—

Other trading securities	Other trading securities	10,472		—		10,472		—		Other trading securities	18,520		—		18,520		—
Total trading securities	Total trading securities	4,707,975		4,999		4,702,976		—		Total trading securities	9,136,813		4,999		9,131,814		—
Available for sale securities:	Available for sale securities:									Available for sale securities:
U.S. Treasury	U.S. Treasury	508		508		—		—		U.S. Treasury	1,000		1,000		—		—
Municipal securities	Municipal securities	167,979		—		167,979		—		Municipal securities	508,365		—		508,365		—
Residential agency mortgage-backed securities	Residential agency mortgage-backed securities	9,340,471		—		9,340,471		—		Residential agency mortgage-backed securities	8,006,616		—		8,006,616		—
Residential non-agency mortgage-backed securities	Residential non-agency mortgage-backed securities	32,770		—		32,770		—		Residential non-agency mortgage-backed securities	24,339		—		24,339		—
Commercial agency mortgage-backed securities	Commercial agency mortgage-backed securities	3,508,465		—		3,508,465		—		Commercial agency mortgage-backed securities	4,617,025		—		4,617,025		—
Other debt securities	Other debt securities	472		—		—		472		Other debt securities	472		—		—		472
Total available for sale securities	Total available for sale securities	13,050,665		508		13,049,685		472		Total available for sale securities	13,157,817		1,000		13,156,345		472

Fair value option securities — Residential agency mortgage-backed securities	Fair value option securities — Residential agency mortgage-backed securities	114,982		—		114,982		—		Fair value option securities — Residential agency mortgage-backed securities	43,770		—		43,770		—
Residential mortgage loans held for sale1	Residential mortgage loans held for sale1	252,316		—		245,299		7,017		Residential mortgage loans held for sale1	192,295		—		185,969		6,326
Mortgage servicing rights2	Mortgage servicing rights2	101,172		—		—		101,172		Mortgage servicing rights2	163,198		—		—		163,198
Derivative contracts, net of cash collateral3		810,688		10,780		799,908		—
Derivative contracts, net of cash collateral										Derivative contracts, net of cash collateral	1,097,297		8,331		1,088,966		—
Liabilities:	Liabilities:									Liabilities:
Derivative contracts, net of cash collateral3		405,779		—		405,779		—
Derivative contracts, net of cash collateral										Derivative contracts, net of cash collateral	275,625		—		275,625		—

- 9084 -

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.

- 9185 -

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 nonaccruing 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 ~~September 30, 2021~~March 31, 2022 for which the fair value was adjusted during the ~~nine~~three months ended ~~September 30, 2021:~~March 31, 2022:


								Fair Value Adjustments for the															Fair Value Adjustments for the
		Carrying Value at September 30, 2021						Three Months Ended Sept. 30, 2021 Recognized in:				Nine Months Ended Sept. 30, 2021 Recognized in:					Carrying Value at March 31, 2022						Three Months Ended Mar. 31, 2022 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		Other gains (losses), net		Gross charge-offs against allowance for loan losses		Other gains (losses), net			Quoted Prices in Active Markets for Identical Instruments		Significant Other Observable Inputs		Significant Unobservable Inputs		Gross charge-offs against allowance for loan losses		Other gains (losses), net
Nonaccruing loans	Nonaccruing loans	$	—	$	63	$	12,538	$	6,929	$	—	$	17,466	$	—	Nonaccruing loans	$	—	$	4,168	$	244	$	818	$	—
Real estate and other repossessed assets	Real estate and other repossessed assets	—		1,706		—		—		—		—		(150)		Real estate and other repossessed assets	—		1,412		400		—		106

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 ~~September 30, 2020~~March 31, 2021 for which the fair value was adjusted during the ~~nine~~three months ended ~~September 30, 2020:~~March 31, 2021:


								Fair Value Adjustments for the															Fair Value Adjustments for the
		Carrying Value at September 30, 2020						Three Months Ended Sept. 30, 2020 Recognized in:				Nine Months Ended Sept. 30, 2020 Recognized in:					Carrying Value at March 31, 2021						Three Months Ended Mar. 31, 2021 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		Other gains (losses), net		Gross charge-offs against allowance for loan losses		Other gains (losses), net			Quoted Prices in Active Markets for Identical Instruments		Significant Other Observable Inputs		Significant Unobservable Inputs		Gross charge-offs against allowance for loan losses		Other gains (losses), net
Nonaccruing loans	Nonaccruing loans	$	—	$	396	$	13,001	$	6,371	$	—	$	28,624	$	—	Nonaccruing loans	$	—	$	259	$	34,046	$	15,049	$	—
Real estate and other repossessed assets	Real estate and other repossessed assets	—		16,828		2,993		—		4,370		—		4,452		Real estate and other repossessed assets	—		1,706		300		—		(2,200)

The fair value of collateral-dependent nonaccruing 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 nonaccruing 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.

- 9286 -

A summary of quantitative information about Non-recurring Fair Value Measurements based on Significant Unobservable Inputs (Level 3) as of ~~September 30,~~March 31, 2022 follows (in thousands):

Fair Value

Valuation Technique(s)

Unobservable Input

Range
(Weighted Average)

Nonaccruing loans

244

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

3% - 25% (5%)1

Real estate and other repossessed assets

400

Discounted cash flows

Marketability adjustments off appraised value.2

75% - 75% (75%)

1 Represents fair value as a percentage of the unpaid principal balance.

2 Marketability adjustments include consideration of estimated costs to sell which is approximately 10% of the fair value.

A summary of quantitative information about Non-recurring Fair Value Measurements based on Significant Unobservable Inputs (Level 3) as of March 31, 2021 follows (in thousands):

Fair Value

Valuation Technique(s)

Unobservable Input

Range
(Weighted Average)

Nonaccruing loans

~~12,538~~34,046

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

1%10% - ~~97% (23%)~~1

1 ~~Represents fair value as a percentage of the unpaid principal balance.~~

~~A summary of quantitative information about Non-recurring Fair Value Measurements based on Significant Unobservable Inputs (Level 3) as of September 30, 2020 follows (in thousands):~~

~~Fair Value~~

~~Valuation Technique(s)~~

~~Unobservable Input~~

Range
(Weighted Average)

~~Nonaccruing loans~~

~~13,001~~

~~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~~

~~—% - 73% (18%~~91% (47%)1

Real estate and other repossessed assets

~~2,993~~300

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

N/A

1 Represents fair value as a percentage of the unpaid principal balance.

- 9387 -

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 ~~September 30, 2021~~March 31, 2022 (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)			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	Cash and due from banks	$	729,285	$	729,285	$	729,285	$	—	$	—	Cash and due from banks	$	767,805	$	767,805	$	767,805	$	—	$	—
Interest-bearing cash and cash equivalents	Interest-bearing cash and cash equivalents	1,162,477		1,162,477		1,162,477		—		—		Interest-bearing cash and cash equivalents	599,976		599,976		599,976		—		—
Trading securities:	Trading securities:											Trading securities:
U.S. government securities	U.S. government securities	8,863		8,863		4,999		3,864		—		U.S. government securities	13,513		13,513		4,978		8,535		—
Residential agency mortgage-backed securities	Residential agency mortgage-backed securities	5,469,676		5,469,676		—		5,469,676		—		Residential agency mortgage-backed securities	4,827,504		4,827,504		—		4,827,504		—
Municipal securities	Municipal securities	35,894		35,894		—		35,894		—		Municipal securities	24,539		24,539		—		24,539		—

Other trading securities	Other trading securities	39,607		39,607		—		39,607		—		Other trading securities	25,540		25,540		—		25,540		—
Total trading securities	Total trading securities	5,554,040		5,554,040		4,999		5,549,041		—		Total trading securities	4,891,096		4,891,096		4,978		4,886,118		—
Investment securities:	Investment securities:											Investment securities:
Municipal securities	Municipal securities	207,393		229,149		—		61,682		167,467		Municipal securities	177,683		184,214		—		41,920		142,294
Residential agency mortgage-backed securities	Residential agency mortgage-backed securities	7,412		8,084		—		8,084		—		Residential agency mortgage-backed securities	6,486		6,741		—		6,741		—
Other debt securities	Other debt securities	1,257		1,256		—		1,256		—		Other debt securities	288		280		—		280		—
Total investment securities	Total investment securities	216,062		238,489		—		71,022		167,467		Total investment securities	184,457		191,235		—		48,941		142,294
Allowance for credit losses	Allowance for credit losses	(470)		—		—		—		—		Allowance for credit losses	(633)		—		—		—		—
Investment securities, net of allowance	Investment securities, net of allowance	215,592		238,489		—		71,022		167,467		Investment securities, net of allowance	183,824		191,235		—		48,941		142,294
Available for sale securities:	Available for sale securities:											Available for sale securities:
U.S. Treasury	U.S. Treasury	502		502		502		—		—		U.S. Treasury	947		947		947		—		—
Municipal securities	Municipal securities	461,619		461,619		—		461,619		—		Municipal securities	526,322		526,322		—		526,322		—
Residential agency mortgage-backed securities	Residential agency mortgage-backed securities	8,168,025		8,168,025		—		8,168,025		—		Residential agency mortgage-backed securities	7,612,021		7,612,021		—		7,612,021		—
Residential non-agency mortgage-backed securities	Residential non-agency mortgage-backed securities	26,072		26,072		—		26,072		—		Residential non-agency mortgage-backed securities	347,187		347,187		—		347,187		—
Commercial agency mortgage-backed securities	Commercial agency mortgage-backed securities	4,685,423		4,685,423		—		4,685,423		—		Commercial agency mortgage-backed securities	4,407,585		4,407,585		—		4,407,585		—
Other debt securities	Other debt securities	472		472		—		—		472		Other debt securities	472		472		—		—		472
Total available for sale securities	Total available for sale securities	13,342,113		13,342,113		502		13,341,139		472		Total available for sale securities	12,894,534		12,894,534		947		12,893,115		472

Fair value option securities – Residential agency mortgage-backed securities	Fair value option securities – Residential agency mortgage-backed securities	51,019		51,019		—		51,019		—		Fair value option securities – Residential agency mortgage-backed securities	185,003		185,003		—		185,003		—

Residential mortgage loans held for sale	Residential mortgage loans held for sale	176,813		176,813		—		170,338		6,475		Residential mortgage loans held for sale	169,474		169,474		—		160,507		8,967
Loans:	Loans:											Loans:
Commercial	Commercial	12,175,140		12,054,326		—		—		12,054,326		Commercial	12,883,189		12,639,182		—		—		12,639,182
Commercial real estate	Commercial real estate	4,116,892		4,085,030		—		—		4,085,030		Commercial real estate	4,100,956		3,985,876		—		—		3,985,876
Paycheck protection program	Paycheck protection program	536,052		525,990		—		—		525,990		Paycheck protection program	137,365		134,313		—		—		134,313
Loans to individuals	Loans to individuals	3,519,852		3,519,309		—		—		3,519,309		Loans to individuals	3,552,919		3,470,751		—		—		3,470,751
Total loans	Total loans	20,347,936		20,184,655		—		—		20,184,655		Total loans	20,674,429		20,230,122		—		—		20,230,122
Allowance for loan losses	Allowance for loan losses	(276,680)		—		—		—		—		Allowance for loan losses	(246,473)		—		—		—		—
Loans, net of allowance	Loans, net of allowance	20,071,256		20,184,655		—		—		20,184,655		Loans, net of allowance	20,427,956		20,230,122		—		—		20,230,122
Mortgage servicing rights	Mortgage servicing rights	133,308		133,308		—		—		133,308		Mortgage servicing rights	209,563		209,563		—		—		209,563
Derivative instruments with positive fair value, net of cash collateral	Derivative instruments with positive fair value, net of cash collateral	1,901,136		1,901,136		1,109		1,900,027		—		Derivative instruments with positive fair value, net of cash collateral	2,680,207		2,680,207		—		2,680,207		—
Deposits with no stated maturity	Deposits with no stated maturity	36,743,836		36,743,836		—		—		36,743,836		Deposits with no stated maturity	37,911,535		37,911,535		—		—		37,911,535
Time deposits	Time deposits	1,780,715		1,783,165		—		—		1,783,165		Time deposits	1,514,416		1,498,269		—		—		1,498,269
Other borrowed funds	Other borrowed funds	880,699		877,709		—		—		877,709		Other borrowed funds	1,104,575		1,102,079		—		—		1,102,079
Subordinated debentures	Subordinated debentures	131,220		143,381		—		143,381		—		Subordinated debentures	131,209		138,623		—		138,623		—
Derivative instruments with negative fair value, net of cash collateral	Derivative instruments with negative fair value, net of cash collateral	739,641		739,641		233,266		506,375		—		Derivative instruments with negative fair value, net of cash collateral	557,834		557,834		—		557,834		—

- 9488 -


		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)			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	Cash and due from banks	$	798,757	$	798,757	$	798,757	$	—	$	—	Cash and due from banks	$	712,067	$	712,067	$	712,067	$	—	$	—
Interest-bearing cash and cash equivalents	Interest-bearing cash and cash equivalents	381,816		381,816		381,816		—		—		Interest-bearing cash and cash equivalents	2,125,343		2,125,343		2,125,343		—		—
Trading securities:	Trading securities:											Trading securities:
U.S. government securities	U.S. government securities	9,183		9,183		4,999		4,184		—		U.S. government securities	23,610		23,610		4,999		18,611		—
Residential agency mortgage-backed securities	Residential agency mortgage-backed securities	4,669,148		4,669,148		—		4,669,148		—		Residential agency mortgage-backed securities	9,068,900		9,068,900		—		9,068,900		—
Municipal securities	Municipal securities	19,172		19,172		—		19,172		—		Municipal securities	25,783		25,783		—		25,783		—

Other trading securities	Other trading securities	10,472		10,472		—		10,472		—		Other trading securities	18,520		18,520		—		18,520		—
Total trading securities	Total trading securities	4,707,975		4,707,975		4,999		4,702,976		—		Total trading securities	9,136,813		9,136,813		4,999		9,131,814		—
Investment securities:	Investment securities:											Investment securities:
Municipal securities	Municipal securities	229,245		255,270		—		69,404		185,866		Municipal securities	203,772		223,609		—		57,698		165,911
Residential agency mortgage-backed securities	Residential agency mortgage-backed securities	8,913		9,790		—		9,790		—		Residential agency mortgage-backed securities	6,939		7,500		—		7,500		—
Other debt securities	Other debt securities	7,373		7,371		—		7,371		—		Other debt securities	288		286		—		286		—
Total investment securities	Total investment securities	245,531		272,431		—		86,565		185,866		Total investment securities	210,999		231,395		—		65,484		165,911
Allowance for credit losses	Allowance for credit losses	(688)		—		—		—		—		Allowance for credit losses	(555)		—		—		—		—
Investment securities, net of allowance	Investment securities, net of allowance	244,843		272,431		—		86,565		185,866		Investment securities, net of allowance	210,444		231,395		—		65,484		165,911
Available for sale securities:	Available for sale securities:											Available for sale securities:
U.S. Treasury	U.S. Treasury	508		508		508		—		—		U.S. Treasury	1,000		1,000		1,000		—		—
Municipal securities	Municipal securities	167,979		167,979		—		167,979		—		Municipal securities	508,365		508,365		—		508,365		—
Residential agency mortgage-backed securities	Residential agency mortgage-backed securities	9,340,471		9,340,471		—		9,340,471		—		Residential agency mortgage-backed securities	8,006,616		8,006,616		—		8,006,616		—
Residential non-agency mortgage-backed securities	Residential non-agency mortgage-backed securities	32,770		32,770		—		32,770		—		Residential non-agency mortgage-backed securities	24,339		24,339		—		24,339		—
Commercial agency mortgage-backed securities	Commercial agency mortgage-backed securities	3,508,465		3,508,465		—		3,508,465		—		Commercial agency mortgage-backed securities	4,617,025		4,617,025		—		4,617,025		—
Other debt securities	Other debt securities	472		472		—		—		472		Other debt securities	472		472		—		—		472
Total available for sale securities	Total available for sale securities	13,050,665		13,050,665		508		13,049,685		472		Total available for sale securities	13,157,817		13,157,817		1,000		13,156,345		472

Fair value option securities — Residential agency mortgage-backed securities	Fair value option securities — Residential agency mortgage-backed securities	114,982		114,982		—		114,982		—		Fair value option securities — Residential agency mortgage-backed securities	43,770		43,770		—		43,770		—
Residential mortgage loans held for sale	Residential mortgage loans held for sale	252,316		252,316		—		245,299		7,017		Residential mortgage loans held for sale	192,295		192,295		—		185,969		6,326
Loans:	Loans:											Loans:
Commercial	Commercial	13,077,535		13,003,383		—		—		13,003,383		Commercial	12,506,465		12,395,664		—		—		12,395,664
Commercial real estate	Commercial real estate	4,698,538		4,649,763		—		—		4,649,763		Commercial real estate	3,831,325		3,786,767		—		—		3,786,767
Paycheck protection program	Paycheck protection program	1,682,310		1,669,461		—		—		1,669,461		Paycheck protection program	276,341		269,912		—		—		269,912
Loans to individuals	Loans to individuals	3,549,137		3,563,199		—		—		3,563,199		Loans to individuals	3,591,549		3,586,878		—		—		3,586,878
Total loans	Total loans	23,007,520		22,885,806		—		—		22,885,806		Total loans	20,205,680		20,039,221		—		—		20,039,221
Allowance for loan losses	Allowance for loan losses	(388,640)		—		—		—		—		Allowance for loan losses	(256,421)		—		—		—		—
Loans, net of allowance	Loans, net of allowance	22,618,880		22,885,806		—		—		22,885,806		Loans, net of allowance	19,949,259		20,039,221		—		—		20,039,221
Mortgage servicing rights	Mortgage servicing rights	101,172		101,172		—		—		101,172		Mortgage servicing rights	163,198		163,198		—		—		163,198
Derivative instruments with positive fair value, net of cash collateral	Derivative instruments with positive fair value, net of cash collateral	810,688		810,688		10,780		799,908		—		Derivative instruments with positive fair value, net of cash collateral	1,097,297		1,097,297		8,331		1,088,966		—
Deposits with no stated maturity	Deposits with no stated maturity	34,176,752		34,176,752		—		—		34,176,752		Deposits with no stated maturity	39,537,731		39,537,731		—		—		39,537,731
Time deposits	Time deposits	1,967,128		1,976,936		—		—		1,976,936		Time deposits	1,704,328		1,703,886		—		—		1,703,886
Other borrowed funds	Other borrowed funds	3,545,356		3,542,489		—		—		3,542,489		Other borrowed funds	2,363,202		2,360,746		—		—		2,360,746
Subordinated debentures	Subordinated debentures	276,005		269,544		—		269,544		—		Subordinated debentures	131,226		141,761		—		141,761		—
Derivative instruments with negative fair value, net of cash collateral	Derivative instruments with negative fair value, net of cash collateral	405,779		405,779		—		405,779		—		Derivative instruments with negative fair value, net of cash collateral	275,625		275,625		—		275,625		—

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.

- 9589 -

(12) Subsequent Events

The Company evaluated events from the date of the consolidated financial statements on ~~September 30, 2021~~March 31, 2022 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.

- 9690 -

~~Nine-Month~~Quarterly Financial Summary – Unaudited

Consolidated Daily Average Balances, Average Yields and Rates


(In Thousands, Except Per Share Data)	(In Thousands, Except Per Share Data)	Nine Months Ended												(In Thousands, Except Per Share Data)	Three Months Ended
		September 30, 2021						September 30, 2020							March 31, 2022						December 31, 2021
		Average Balance		Revenue/ Expense		Yield/ Rate		Average Balance		Revenue/ Expense		Yield/ Rate			Average Balance		Revenue/ Expense		Yield/ Rate		Average Balance		Revenue/ Expense		Yield/ Rate
Assets	Assets													Assets
Interest-bearing cash and cash equivalents	Interest-bearing cash and cash equivalents	$	684,279	$	577	0.11	%	$	631,203	$	2,672	0.57	%	Interest-bearing cash and cash equivalents	$	1,050,409	$	473	0.18	%	$	1,208,552	$	483	0.16	%
Trading securities	Trading securities	7,339,417		111,677		2.02	%	1,798,767		32,094		2.41	%	Trading securities	8,537,390		41,041		1.71	%	9,260,778		44,537		1.89	%
Investment securities		225,541		8,404		4.97	%	270,018		9,689		4.78	%
Investment securities, net of allowance														Investment securities, net of allowance	195,198		2,475		5.07	%	213,188		2,661		4.99	%
Available for sale securities	Available for sale securities	13,374,513		175,060		1.83	%	12,243,049		200,519		2.29	%	Available for sale securities	13,092,422		58,018		1.77	%	13,247,607		55,638		1.72	%
Fair value option securities	Fair value option securities	75,101		1,240		2.31	%	987,145		17,804		2.39	%	Fair value option securities	75,539		491		2.81	%	46,458		302		2.71	%
Restricted equity securities	Restricted equity securities	214,903		4,675		2.90	%	281,986		8,687		4.11	%	Restricted equity securities	164,484		1,107		2.69	%	137,874		1,028		2.98	%
Residential mortgage loans held for sale	Residential mortgage loans held for sale	197,466		4,223		2.89	%	210,484		4,848		3.15	%	Residential mortgage loans held for sale	179,697		1,394		3.11	%	163,433		1,242		3.06	%
Loans	Loans	21,917,244		588,577		3.59	%	23,386,976		681,469		3.89	%	Loans	20,463,662		180,073		3.57	%	20,242,653		188,547		3.70	%
Allowance for loan losses	Allowance for loan losses	(344,429)						(353,574)						Allowance for loan losses	(254,191)						(271,794)
Loans, net of allowance	Loans, net of allowance	21,572,815		588,577		3.65	%	23,033,402		681,469		3.95	%	Loans, net of allowance	20,209,471		180,073		3.61	%	19,970,859		188,547		3.75	%
Total earning assets	Total earning assets	43,684,035		894,433		2.77	%	39,456,054		957,782		3.29	%	Total earning assets	43,504,610		285,072		2.58	%	44,248,749		294,438		2.66	%
Receivable on unsettled securities sales	Receivable on unsettled securities sales	694,530						4,080,342						Receivable on unsettled securities sales	375,616						585,901
Cash and other assets	Cash and other assets	5,620,697						4,602,974						Cash and other assets	6,680,848						5,769,406
Total assets	Total assets	$	49,999,262					$	48,139,370					Total assets	$	50,561,074					$	50,604,056
Liabilities and equity	Liabilities and equity													Liabilities and equity
Interest-bearing deposits:	Interest-bearing deposits:													Interest-bearing deposits:
Transaction	Transaction	$	21,453,439	$	16,864	0.11	%	$	17,990,429	$	53,377	0.40	%	Transaction	$	22,763,479	$	5,343	0.10	%	$	22,326,401	$	5,097	0.09	%
Savings	Savings	850,455		278		0.04	%	642,773		298		0.06	%	Savings	947,407		73		0.03	%	909,131		96		0.04	%
Time	Time	1,920,436		8,798		0.61	%	2,318,101		24,887		1.43	%	Time	1,589,039		2,182		0.56	%	1,747,715		2,351		0.53	%
Total interest-bearing deposits	Total interest-bearing deposits	24,224,330		25,940		0.14	%	20,951,303		78,562		0.50	%	Total interest-bearing deposits	25,299,925		7,598		0.12	%	24,983,247		7,544		0.12	%
Funds purchased and repurchase agreements	Funds purchased and repurchase agreements	2,018,162		2,792		0.18	%	4,133,243		14,079		0.45	%	Funds purchased and repurchase agreements	2,004,466		4,698		0.95	%	2,893,128		5,292		0.73	%
Other borrowings	Other borrowings	3,179,166		8,702		0.37	%	4,480,085		35,558		1.06	%	Other borrowings	1,148,440		1,090		0.38	%	880,837		1,091		0.49	%
Subordinated debentures	Subordinated debentures	255,343		9,205		4.82	%	275,954		10,567		5.11	%	Subordinated debentures	131,228		1,302		4.02	%	131,224		1,330		4.02	%
Total interest-bearing liabilities	Total interest-bearing liabilities	29,677,001		46,639		0.21	%	29,840,585		138,766		0.62	%	Total interest-bearing liabilities	28,584,059		14,688		0.21	%	28,888,436		15,257		0.21	%
Non-interest bearing demand deposits	Non-interest bearing demand deposits	13,062,720						10,887,775						Non-interest bearing demand deposits	15,062,282						14,818,841
Due on unsettled securities purchases	Due on unsettled securities purchases	858,302						1,123,319						Due on unsettled securities purchases	519,097						629,642
Other liabilities	Other liabilities	1,051,535						1,239,723						Other liabilities	1,247,785						898,848
Total equity	Total equity	5,349,704						5,047,968						Total equity	5,147,851						5,368,289
Total liabilities and equity	Total liabilities and equity	$	49,999,262					$	48,139,370					Total liabilities and equity	$	50,561,074					$	50,604,056
Tax-equivalent Net Interest Revenue	Tax-equivalent Net Interest Revenue			$	847,794	2.56	%			$	819,016	2.67	%	Tax-equivalent Net Interest Revenue			$	270,384	2.37	%			$	279,181	2.45	%
Tax-equivalent Net Interest Revenue to Earning Assets	Tax-equivalent Net Interest Revenue to Earning Assets					2.63	%					2.81	%	Tax-equivalent Net Interest Revenue to Earning Assets					2.44	%					2.52	%
Less tax-equivalent adjustment	Less tax-equivalent adjustment			6,838						7,802				Less tax-equivalent adjustment			1,973						2,104
Net Interest Revenue	Net Interest Revenue			840,956						811,214				Net Interest Revenue			268,411						277,077
Provision for credit losses	Provision for credit losses			(83,000)						229,092				Provision for credit losses			—						(17,000)
Other operating revenue	Other operating revenue			598,332						643,532				Other operating revenue			87,856						157,443
Other operating expense	Other operating expense			878,213						861,637				Other operating expense			277,618						299,495
Income before taxes	Income before taxes			644,075						364,017				Income before taxes			78,649						152,025
Federal and state income taxes	Federal and state income taxes			144,939						83,655				Federal and state income taxes			16,197						34,836
Net income	Net income			499,136						280,362				Net income			62,452						117,189
Net income (loss) attributable to non-controlling interests	Net income (loss) attributable to non-controlling interests			(1,667)						(444)				Net income (loss) attributable to non-controlling interests			(36)						(129)
Net income attributable to BOK Financial Corp. shareholders	Net income attributable to BOK Financial Corp. shareholders			$	500,803					$	280,806			Net income attributable to BOK Financial Corp. shareholders			$	62,488					$	117,318
Earnings Per Average Common Share Equivalent:	Earnings Per Average Common Share Equivalent:													Earnings Per Average Common Share Equivalent:
Net income:
Basic	Basic			$	7.23					$	3.99			Basic			$	0.91					$	1.71
Diluted	Diluted			$	7.23					$	3.99			Diluted			$	0.91					$	1.71

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.

- ~~97 -~~

~~Quarterly Financial Summary – Unaudited~~

~~Consolidated Daily Average Balances, Average Yields and Rates~~

(In Thousands, Except Per Share Data) Three Months Ended
September 30, 2021 June 30, 2021
Average
Balance Revenue/
Expense Yield/
Rate Average
Balance Revenue/
Expense Yield/
Rate
Assets
Interest-bearing cash and cash equivalents $ 682,788 $ 245 0.14 % $ 659,312 $ 158 0.10 %
Trading securities 7,617,236 39,006 2.04 % 7,430,217 36,702 1.95 %
Investment securities, net of allowance 218,117 2,740 5.02 % 221,401 2,771 5.01 %
Available for sale securities 13,446,095 57,391 1.80 % 13,243,542 58,989 1.85 %
Fair value option securities 56,307 342 2.62 % 64,864 402 2.60 %
Restricted equity securities 245,485 1,565 2.55 % 208,692 1,751 3.36 %
Residential mortgage loans held for sale 167,620 1,274 3.06 % 218,200 1,569 2.91 %
Loans 20,848,608 193,117 3.68 % 22,167,089 195,871 3.54 %
Allowance for loan losses (306,125) (345,269)
Loans, net of allowance 20,542,483 193,117 3.73 % 21,821,820 195,871 3.60 %
Total earning assets 42,976,131 295,680 2.78 % 43,868,048 298,213 2.75 %
Receivable on unsettled securities sales 632,539 716,700
Cash and other assets 5,890,479 5,612,174
Total assets $ 49,499,149 $ 50,196,922
Liabilities and equity
Interest-bearing deposits:
Transaction $ 21,435,736 $ 5,002 0.09 % $ 21,491,145 $ 5,539 0.10 %
Savings 888,011 96 0.04 % 872,618 96 0.04 %
Time 1,839,983 2,567 0.55 % 1,936,510 2,790 0.58 %
Total interest-bearing deposits 24,163,730 7,665 0.13 % 24,300,273 8,425 0.14 %
Funds purchased and repurchase agreements 1,448,800 722 0.20 % 1,790,490 722 0.16 %
Other borrowings 2,546,083 2,344 0.37 % 3,608,369 3,084 0.34 %
Subordinated debentures 214,654 2,505 4.63 % 276,034 3,353 4.87 %
Total interest-bearing liabilities 28,373,267 13,236 0.19 % 29,975,166 15,584 0.21 %
Non-interest bearing demand deposits 13,670,656 13,189,954
Due on unsettled securities purchases 957,538 701,495
Other liabilities 1,054,247 1,000,662
Total equity 5,443,441 5,329,645
Total liabilities and equity $ 49,499,149 $ 50,196,922
Tax-equivalent Net Interest Revenue $ 282,444 2.59 % $ 282,629 2.54 %
Tax-equivalent Net Interest Revenue to Earning Assets 2.66 % 2.60 %
Less tax-equivalent adjustment 2,217 2,320
Net Interest Revenue 280,227 280,309
Provision for credit losses (23,000) (35,000)
Other operating revenue 229,832 191,446
Other operating expense 291,277 291,152
Income before taxes 241,782 215,603
Federal and state income taxes 54,061 48,496
Net income 187,721 167,107
Net income (loss) attributable to non-controlling interests (601) 686
Net income attributable to BOK Financial Corp. shareholders $ 188,322 $ 166,421
Earnings Per Average Common Share Equivalent:
Basic $ 2.74 $ 2.40
Diluted $ 2.74 $ 2.40

~~- 98~~91 -

Three Months Ended
March 31, 2021 December 31, 2020 September 30, 2020
Average Balance Revenue /Expense Yield / Rate Average Balance Revenue / Expense Yield / Rate Average Balance Revenue / Expense Yield / Rate
$ 711,047 $ 174 0.10 % $ 643,926 $ 158 0.10 % $ 553,070 $ 167 0.12 %
6,963,617 35,969 2.06 % 6,888,189 35,848 2.02 % 1,834,160 8,766 1.92 %
237,313 2,893 4.88 % 251,863 3,071 4.88 % 258,965 3,141 4.85 %
13,433,767 58,680 1.84 % 12,949,702 60,885 1.98 % 12,580,850 62,433 2.11 %
104,662 496 1.95 % 122,329 671 2.27 % 387,784 1,986 1.92 %
189,921 1,359 2.86 % 280,428 2,276 3.25 % 144,415 913 2.53 %
207,013 1,380 2.71 % 229,631 1,549 2.75 % 213,125 1,585 3.01 %
22,757,007 199,589 3.55 % 23,447,518 216,976 3.68 % 24,110,463 218,125 3.60 %
(382,734) (414,225) (441,831)
22,374,273 199,589 3.62 % 23,033,293 216,976 3.75 % 23,668,632 218,125 3.67 %
44,221,613 300,540 2.78 % 44,399,361 321,434 2.92 % 39,641,001 297,116 3.04 %
735,482 1,094,198 4,563,301
5,353,538 4,893,605 4,727,453
$ 50,310,633 $ 50,387,164 $ 48,931,755
$ 21,433,406 $ 6,323 0.12 % $ 20,718,390 $ 7,047 0.14 % $ 19,752,106 $ 8,199 0.17 %
789,656 86 0.04 % 737,360 87 0.05 % 707,121 88 0.05 %
1,986,425 3,441 0.70 % 1,930,808 4,300 0.89 % 2,251,012 6,371 1.13 %
24,209,487 9,850 0.17 % 23,386,558 11,434 0.19 % 22,710,239 14,658 0.26 %
2,830,378 1,348 0.19 % 2,153,254 1,526 0.28 % 2,782,150 1,199 0.17 %
3,392,346 3,274 0.39 % 5,193,656 5,453 0.42 % 3,382,688 3,657 0.43 %
276,015 3,347 4.92 % 275,998 3,377 4.87 % 275,980 3,395 4.89 %
30,708,226 17,819 0.24 % 31,009,466 21,790 0.28 % 29,151,057 22,909 0.31 %
12,312,629 12,136,071 11,929,694
915,410 957,642 1,516,880
1,100,203 1,055,623 1,171,064
5,274,165 5,228,362 5,163,060
$ 50,310,633 $ 50,387,164 $ 48,931,755
$ 282,721 2.54 % $ 299,644 2.64 % $ 274,207 2.73 %
2.62 % 2.72 % 2.81 %
2,301 2,414 2,457
280,420 297,230 271,750
(25,000) (6,500) —
177,054 198,789 229,938
295,784 302,672 297,044
186,690 199,847 204,644
42,382 45,138 50,552
144,308 154,709 154,092
(1,752) 485 58
$ 146,060 $ 154,224 $ 154,034
$ 2.10 $ 2.21 $ 2.19
$ 2.10 $ 2.21 $ 2.19


Three Months Ended
September 30, 2021						June 30, 2021						March 31, 2021
Average Balance		Revenue /Expense		Yield / Rate		Average Balance		Revenue / Expense		Yield / Rate		Average Balance		Revenue / Expense		Yield / Rate

$	682,788	$	245	0.14	%	$	659,312	$	158	0.10	%	$	711,047	$	174	0.10	%
7,617,236		39,006		2.04	%	7,430,217		36,702		1.95	%	6,963,617		35,969		2.06	%
218,117		2,740		5.02	%	221,401		2,771		5.01	%	237,313		2,893		4.88	%
13,446,095		57,391		1.80	%	13,243,542		58,989		1.85	%	13,433,767		58,680		1.84	%
56,307		342		2.62	%	64,864		402		2.60	%	104,662		496		1.95	%
245,485		1,565		2.55	%	208,692		1,751		3.36	%	189,921		1,359		2.86	%
167,620		1,274		3.06	%	218,200		1,569		2.91	%	207,013		1,380		2.71	%
20,848,608		193,117		3.68	%	22,167,089		195,871		3.54	%	22,757,007		199,589		3.55	%
(306,125)						(345,269)						(382,734)
20,542,483		193,117		3.73	%	21,821,820		195,871		3.60	%	22,374,273		199,589		3.62	%
42,976,131		295,680		2.78	%	43,868,048		298,213		2.75	%	44,221,613		300,540		2.78	%
632,539						716,700						735,482
5,890,479						5,612,174						5,353,538
$	49,499,149					$	50,196,922					$	50,310,633


$	21,435,736	$	5,002	0.09	%	$	21,491,145	$	5,539	0.10	%	$	21,433,406	$	6,323	0.12	%
888,011		96		0.04	%	872,618		96		0.04	%	789,656		86		0.04	%
1,839,983		2,567		0.55	%	1,936,510		2,790		0.58	%	1,986,425		3,441		0.70	%
24,163,730		7,665		0.13	%	24,300,273		8,425		0.14	%	24,209,487		9,850		0.17	%
1,448,800		722		0.20	%	1,790,490		722		0.16	%	2,830,378		1,348		0.19	%
2,546,083		2,344		0.37	%	3,608,369		3,084		0.34	%	3,392,346		3,274		0.39	%
214,654		2,505		4.63	%	276,034		3,353		4.87	%	276,015		3,347		4.92	%
28,373,267		13,236		0.19	%	29,975,166		15,584		0.21	%	30,708,226		17,819		0.24	%
13,670,656						13,189,954						12,312,629
957,538						701,495						915,410
1,054,247						1,000,662						1,100,203
5,443,441						5,329,645						5,274,165
$	49,499,149					$	50,196,922					$	50,310,633
		$	282,444	2.59	%			$	282,629	2.54	%			$	282,721	2.54	%
				2.66	%					2.60	%					2.62	%
		2,217						2,320						2,301
		280,227						280,309						280,420
		(23,000)						(35,000)						(25,000)
		229,832						191,446						177,054
		291,277						291,152						295,784
		241,782						215,603						186,690
		54,061						48,496						42,382
		187,721						167,107						144,308
		(601)						686						(1,752)
		$	188,322					$	166,421					$	146,060

		$	2.74					$	2.40					$	2.10
		$	2.74					$	2.40					$	2.10

- 9992 -

Quarterly Earnings Trends – Unaudited

(In thousands, except share and per share data)


		Three Months Ended											Three Months Ended
		Sept. 30, 2021		June 30, 2021		Mar. 31, 2021		Dec. 31, 2020		Sept. 30, 2020			Mar. 31, 2022		Dec. 31, 2021		Sept. 30, 2021		June 30, 2021		Mar. 31, 2021

Interest revenue	Interest revenue	$	293,463	$	295,893	$	298,239	$	319,020	$	294,659	Interest revenue	$	283,099	$	292,334	$	293,463	$	295,893	$	298,239
Interest expense	Interest expense	13,236		15,584		17,819		21,790		22,909		Interest expense	14,688		15,257		13,236		15,584		17,819
Net interest revenue	Net interest revenue	280,227		280,309		280,420		297,230		271,750		Net interest revenue	268,411		277,077		280,227		280,309		280,420
Provision for credit losses	Provision for credit losses	(23,000)		(35,000)		(25,000)		(6,500)		—		Provision for credit losses	—		(17,000)		(23,000)		(35,000)		(25,000)
Net interest revenue after provision for credit losses	Net interest revenue after provision for credit losses	303,227		315,309		305,420		303,730		271,750		Net interest revenue after provision for credit losses	268,411		294,077		303,227		315,309		305,420
Other operating revenue	Other operating revenue											Other operating revenue
Brokerage and trading revenue	Brokerage and trading revenue	47,930		29,408		20,782		39,506		69,526		Brokerage and trading revenue	(27,079)		14,869		47,930		29,408		20,782
Transaction card revenue	Transaction card revenue	24,632		24,923		22,430		21,896		23,465		Transaction card revenue	24,216		24,998		24,632		24,923		22,430
Fiduciary and asset management revenue	Fiduciary and asset management revenue	45,248		44,832		41,322		41,799		39,931		Fiduciary and asset management revenue	46,399		46,872		45,248		44,832		41,322
Deposit service charges and fees	Deposit service charges and fees	27,429		25,861		24,209		24,343		24,286		Deposit service charges and fees	27,004		26,718		27,429		25,861		24,209
Mortgage banking revenue	Mortgage banking revenue	26,286		21,219		37,113		39,298		51,959		Mortgage banking revenue	16,650		21,278		26,286		21,219		37,113
Other revenue	Other revenue	18,896		23,172		16,296		14,209		13,698		Other revenue	10,445		11,586		18,896		23,172		16,296
Total fees and commissions	Total fees and commissions	190,421		169,415		162,152		181,051		222,865		Total fees and commissions	97,635		146,321		190,421		169,415		162,152

Other gains, net	Other gains, net	31,091		16,449		10,121		7,394		2,044		Other gains, net	(1,644)		6,081		31,091		16,449		10,121
Gain (loss) on derivatives, net	Gain (loss) on derivatives, net	(5,760)		18,820		(27,650)		(339)		2,354		Gain (loss) on derivatives, net	(46,981)		(4,788)		(5,760)		18,820		(27,650)
Gain (loss) on fair value option securities, net	Gain (loss) on fair value option securities, net	(120)		(1,627)		(1,910)		68		(754)		Gain (loss) on fair value option securities, net	(11,201)		1,418		(120)		(1,627)		(1,910)
Change in fair value of mortgage servicing rights	Change in fair value of mortgage servicing rights	12,945		(13,041)		33,874		6,276		3,441		Change in fair value of mortgage servicing rights	49,110		7,859		12,945		(13,041)		33,874
Gain (loss) on available for sale securities, net		1,255		1,430		467		4,339		(12)
Gain on available for sale securities, net												Gain on available for sale securities, net	937		552		1,255		1,430		467

Total other operating revenue	Total other operating revenue	229,832		191,446		177,054		198,789		229,938		Total other operating revenue	87,856		157,443		229,832		191,446		177,054
Other operating expense	Other operating expense											Other operating expense
Personnel	Personnel	175,863		172,035		173,010		176,198		179,860		Personnel	159,228		174,474		175,863		172,035		173,010
Business promotion	Business promotion	4,939		2,744		2,154		3,728		2,633		Business promotion	6,513		6,452		4,939		2,744		2,154
Charitable contributions to BOKF Foundation	Charitable contributions to BOKF Foundation	—		—		4,000		6,000		—		Charitable contributions to BOKF Foundation	—		5,000		—		—		4,000
Professional fees and services	Professional fees and services	12,436		12,361		11,980		14,254		14,074		Professional fees and services	11,413		14,129		12,436		12,361		11,980
Net occupancy and equipment	Net occupancy and equipment	28,395		26,633		26,662		27,875		28,111		Net occupancy and equipment	30,855		26,897		28,395		26,633		26,662
Insurance	Insurance	3,712		3,660		4,620		4,006		5,848		Insurance	4,283		3,889		3,712		3,660		4,620
Data processing and communications	Data processing and communications	38,371		36,418		37,467		35,061		34,751		Data processing and communications	39,836		39,358		38,371		36,418		37,467
Printing, postage and supplies	Printing, postage and supplies	3,558		4,285		3,440		3,805		3,482		Printing, postage and supplies	3,689		2,935		3,558		4,285		3,440
Amortization of intangible assets	Amortization of intangible assets	4,488		4,578		4,807		5,088		5,071		Amortization of intangible assets	3,964		4,438		4,488		4,578		4,807
Mortgage banking costs	Mortgage banking costs	8,962		11,126		13,943		14,765		15,803		Mortgage banking costs	7,877		8,667		8,962		11,126		13,943
Other expense	Other expense	10,553		17,312		13,701		11,892		7,411		Other expense	9,960		13,256		10,553		17,312		13,701
Total other operating expense	Total other operating expense	291,277		291,152		295,784		302,672		297,044		Total other operating expense	277,618		299,495		291,277		291,152		295,784
Net income before taxes	Net income before taxes	241,782		215,603		186,690		199,847		204,644		Net income before taxes	78,649		152,025		241,782		215,603		186,690
Federal and state income taxes	Federal and state income taxes	54,061		48,496		42,382		45,138		50,552		Federal and state income taxes	16,197		34,836		54,061		48,496		42,382
Net income	Net income	187,721		167,107		144,308		154,709		154,092		Net income	62,452		117,189		187,721		167,107		144,308
Net income (loss) attributable to non-controlling interests	Net income (loss) attributable to non-controlling interests	(601)		686		(1,752)		485		58		Net income (loss) attributable to non-controlling interests	(36)		(129)		(601)		686		(1,752)
Net income attributable to BOK Financial Corporation shareholders	Net income attributable to BOK Financial Corporation shareholders	$	188,322	$	166,421	$	146,060	$	154,224	$	154,034	Net income attributable to BOK Financial Corporation shareholders	$	62,488	$	117,318	$	188,322	$	166,421	$	146,060

Earnings per share:	Earnings per share:											Earnings per share:
Basic	Basic	$2.74		$2.40		$2.10		$2.21		$2.19		Basic	$0.91		$1.71		$2.74		$2.40		$2.10
Diluted	Diluted	$2.74		$2.40		$2.10		$2.21		$2.19		Diluted	$0.91		$1.71		$2.74		$2.40		$2.10
Average shares used in computation:	Average shares used in computation:											Average shares used in computation:
Basic	Basic	68,359,125		68,815,666		69,137,375		69,489,597		69,877,866		Basic	67,812,400		68,069,160		68,359,125		68,815,666		69,137,375
Diluted	Diluted	68,360,871		68,817,442		69,141,710		69,493,050		69,879,290		Diluted	67,813,851		68,070,910		68,360,871		68,817,442		69,141,710

- ~~100~~93 -

PART II. Other Information

Item 1. Legal Proceedings

See discussion of legal proceedings at Note 6 to the Consolidated Financial Statements.

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

The following table provides information with respect to purchases made by or on behalf of the Company or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of the Company’s common stock during the three months ended ~~September 30, 2021.~~March 31, 2022.

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, 2021 125,000 $ 83.45 125,000 2,148,193
August 1 to August 31, 2021 195,141 $ 86.13 195,141 1,953,052
September 1 to September 30, 2021 158,000 $ 84.84 158,000 1,795,052
Total 478,141 478,141


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
January 1 to January 31, 2022	258,359	$	102.50	230,877	1,435,653
February 1 to February 28, 2022	228,571	$	101.03	210,000	1,225,653
March 1 to March 31, 2022	35,000	$	98.33	35,000	1,190,653
Total	521,930			475,877

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 ~~September 30, 2021,~~March 31, 2022, the Company had repurchased ~~3,204,948~~3,809,347 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

31.1Certification 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.

104 Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101)

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

- ~~101~~94 -

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: ~~November 3, 2021~~May 4, 2022


/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

- ~~102~~95 -