Annual Statements Open main menu
  1. Annual Statements
  2. » Companies
  3. » BOK FINANCIAL CORP
  4. » Quarter Report: 2017 March (Form 10-Q)

BOK FINANCIAL CORP - Quarter Report: 2017 March (Form 10-Q)



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

FORM 10-Q
(Mark One) 
ý
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2017
OR
¨
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _____________ to ______________                 

Commission File No. 0-19341

BOK FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter) 
Oklahoma
 
73-1373454
(State or other jurisdiction
of Incorporation or Organization)
 
(IRS Employer
Identification No.)
 
 
 
Bank of Oklahoma Tower
 
 
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  ý  No  ¨

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

Large accelerated filer  ý                                               Accelerated filer           ¨                                   
Non-accelerated filer   ¨ (Do not check if a smaller reporting company)    Smaller reporting company ¨
Emerging growth company ¨

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 65,408,019 shares of common stock ($.00006 par value) as of March 31, 2017.




BOK Financial Corporation
Form 10-Q
Quarter Ended March 31, 2017

Index

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



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

BOK Financial Corporation (“the Company”) reported net income of $88.4 million or $1.35 per diluted share for the first quarter of 2017, compared to $42.6 million or $0.64 per diluted share for the first quarter of 2016 and $50.0 million or $0.76 per diluted share for the fourth quarter of 2016. 

Highlights of the first quarter of 2017 included:
•
Net interest revenue totaled $201.2 million for the first quarter of 2017, up from $182.6 million in the first quarter of 2016 and $194.2 million in the fourth quarter of 2016. The increase in net interest revenue over the prior year was driven by both growth in average earning assets and improving yields. Average earning assets were $29.6 billion for the first quarter of 2017 and $28.6 billion for the first quarter of 2016. Net interest margin was 2.81 percent for the first quarter of 2017. Net interest margin was 2.65 percent for the first quarter of 2016 and 2.69 percent for the fourth quarter of 2016. 
•
Fees and commissions revenue totaled $164.4 million for the first quarter of 2017, up $1.1 million over the first quarter of 2016. Growth in fiduciary and asset management revenue and brokerage and trading revenue was partially offset by lower mortgage banking revenue. Fees and commissions revenue increased $2.3 million over the fourth quarter of 2016. Brokerage and trading revenue for the fourth quarter of 2016 included the $5.0 million negative impact of an unexpected 85 basis point increase in the 10-year U.S. Treasury interest rate and related rates. Growth in fiduciary and asset management revenue was offset by a decrease in mortgage banking revenue and transaction card revenue.
•
The change in the fair value of mortgage servicing rights, net of economic hedges, increased pre-tax net income by $188 thousand in the first quarter of 2017. The improvement versus prior quarters was driven primarily by materially higher long–term interest rates and a relatively stable rate environment during the quarter. The change in the fair value of mortgage servicing rights, net of economic hedges, decreased pre-tax net income by $11.4 million in the first quarter of 2016, largely driven by a decrease in mortgage interest rates during the first quarter of 2016 and a narrowing of the forward-looking spread between the primary mortgage interest rates offered to borrowers and secondary mortgage interest rates required by investors. The change in the fair value of mortgage servicing rights, net of economic hedges, decreased pre-tax net income by $17.0 million in the fourth quarter of 2016. The unexpected increase in long-term interest rates increased the fair value of our mortgage servicing rights by $39.8 million. The fair value of our economic hedges decreased $56.8 million.
•
Operating expense totaled $244.7 million for the first quarter of 2017, an increase of $2.1 million over the first quarter of 2016. Personnel expense increased $2.9 million and non-personnel expense decreased $722 thousand. Operating expense decreased $20.8 million compared to the fourth quarter of 2016. Expenses related to the Mobank acquisition, severance and a contribution to the BOKF Foundation added $11.7 million to the fourth quarter of 2016. Excluding these items, operating expense decreased $9.1 million, primarily due to lower mortgage banking and deposit insurance costs.
•
Income tax expense was $38.1 million or 30.1% of net income before taxes for the first quarter of 2017, compared to $21.4 million or 34.3% in the first quarter of 2016 and $22.5 million or 31.1% in the fourth quarter of 2016. The first quarter included a $3.9 million benefit related to the implementation of a new accounting standard that includes the tax effect of vested equity compensation awards in income tax expense. Previously the tax effect of these awards was included in stockholders' equity.
•
No provision for credit losses was recorded in the first quarter of 2017 or the fourth quarter of 2016 based on continued improvement in credit metric trends. A $35.0 million provision for credit losses was recorded in the first quarter of 2016 due to falling energy prices. Gross charge-offs were $2.2 million in the first quarter of 2017, $24.0 million in the first quarter of 2016 and $1.7 million in the fourth quarter of 2016. Recoveries were $2.9 million in the first quarter of 2017, compared to $1.5 million in the first quarter of 2016 and $2.8 million in the fourth quarter of 2016.
•
The combined allowance for credit losses totaled $258 million or 1.52 percent of outstanding loans at March 31, 2017, compared to $257 million or 1.52 percent of outstanding loans at December 31, 2016. 

- 1 -


•
Nonperforming assets that are not guaranteed by U.S. government agencies totaled $240 million or 1.43 percent of outstanding loans and repossessed assets (excluding those guaranteed by U.S. government agencies) at March 31, 2017 and $263 million or 1.56 percent of outstanding loans and repossessed assets (excluding those guaranteed by U.S. government agencies) at December 31, 2016. The decrease in nonperforming assets was primarily due to a $22 million decrease in nonaccruing energy loans during the first quarter.
•
Average loans increased by $412 million over the previous quarter, primarily due to a full quarter's impact of the Mobank acquisition. Period-end outstanding loan balances were $17.0 billion at March 31, 2017, largely unchanged compared to December 31, 2016.
•
Average deposits grew by $666 million over the previous quarter primarily, including $390 million related to the impact of a full quarter of deposits from the Mobank acquisition. Excluding this impact, growth in interest-bearing transaction account balances and time deposits was partially offset by a decrease in demand deposit balances. Period-end deposits were $22.6 billion at March 31, 2017, a $173 million decrease compared to December 31, 2016.
•
The Company's common equity Tier 1 ratio was 11.60% at March 31, 2017. In addition, the Company's Tier 1 capital ratio was 11.60%, total capital ratio was 13.26% and leverage ratio was 8.89% at March 31, 2017. The Company's common equity Tier 1 ratio was 11.21% at December 31, 2016. In addition, the Company's Tier 1 capital ratio was 11.21%, total capital ratio was 12.81% and leverage ratio was 8.72% at December 31, 2016.
•
The Company paid a regular quarterly cash dividend of $29 million or $0.44 per common share during the first quarter of 2017. On April 25, 2017, the board of directors approved a regular quarterly cash dividend of $0.44 per common share payable on or about May 26, 2017 to shareholders of record as of May 12, 2017.
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.

Net interest revenue totaled $201.2 million for the first quarter of 2017, up from $182.6 million in first quarter of 2016 and $194.2 million in the fourth quarter of 2016. Net interest margin was 2.81 percent for the first quarter of 2017, 2.65 percent for the first quarter of 2016 and 2.69 percent for the fourth quarter of 2016.

Tax-equivalent net interest revenue increased $18.7 million over the first quarter of 2016. 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. Tax-equivalent net interest revenue increased $13.7 million primarily due to the growth in average loan and trading securities balances. Changes in interest rates and yields increased net interest revenue by $4.9 million. The benefit of an increase in short-term interest rates on the loan portfolio and interest-bearing cash and cash equivalents was partially offset by higher borrowing costs.

The tax-equivalent yield on earning assets was 3.15 percent for the first quarter of 2017, up 23 basis points over the first quarter of 2016 primarily due to an increase in the federal funds rate by the Federal Reserve in the fourth quarter of 2016. Loan yields increased 31 basis points to 3.88 percent primarily due to the growth in variable rate loans and an increase in short-term interest rates. The yield on interest-bearing cash and cash equivalents increased 29 basis points. The available for sale securities portfolio yield decreased 3 basis points to 2.05 percent. Funding costs were up 12 basis points over the first quarter of 2016. Growth in the cost of interest-bearing deposits was limited to 1 basis point by a lack of market pricing pressure. The cost of other borrowed funds increased 25 basis points.  The cost of the subordinated debt was up 442 basis points as lower variable rate debt was replaced in the second quarter of 2016 by higher fixed rate debt. The benefit to net interest margin from earning assets funded by non-interest bearing liabilities was 18 basis points for the first quarter of 2017, up 5 basis points over the first quarter of 2016. Average non-interest bearing deposits comprised 28% of total liabilities and equity for the first quarter of 2017, up from 26% for the first quarter of 2016.


- 2 -


Average earning assets for the first quarter of 2017 increased $1.0 billion or 4 percent over the first quarter of 2016, including $570 million related to the Mobank acquisition. Average loans, net of allowance for loan losses, increased $1.1 billion due primarily to growth in commercial real estate and commercial loans and included $486 million related to the Mobank acquisition. The average balance of trading securities increased $391 million primarily due to the addition of a new group trading in U.S. agency residential mortgage-backed securities in the third quarter of 2016. The average balance of available for sale securities decreased $384 million. The average balance of residential mortgage loans held for sale decreased $69 million and the investment securities portfolio balance decreased $57 million.

Average deposits increased $1.7 billion over the first quarter of 2016. Demand deposit balances grew by $996 million and interest-bearing transaction account balances increased, $811 million, partially offset by a $108 million decrease in average time deposits. Savings account balances also grew over the prior year. Average borrowed funds decreased $42 million compared to the first quarter of 2016. Increased borrowings from the Federal Home Loan Banks were partially offset by decreased repurchase agreement and federal funds purchased balances. The average balance of subordinated debentures decreased $82 million.

Net interest margin increased 12 basis points over the fourth quarter of 2016. The yield on average earning assets increased 17 basis points. The loan portfolio yield increased by 21 basis points to 3.88 percent primarily due to increases in the 30 day and 90 day LIBOR and improved energy loan yields. The yield on the available for sale securities portfolio increased 5 basis points to 2.05 percent. The yield on interest-bearing cash and cash equivalents increased 27 basis points. Funding costs were 0.52 percent, up 8 basis points over the prior quarter. The benefit to net interest margin from earning assets funded by non-interest bearing liabilities increased 3 basis points over the prior quarter.
Average earning assets increased $416 million over the fourth quarter of 2016. Average loan balances increased $412 million, primarily due a full quarter's impact of the Mobank acquisition. The average balance of fair value option securities held as an economic hedge of our mortgage servicing rights increased $206 million. Average trading securities portfolio balances increased $103 million and interest-bearing cash and cash equivalents balances were up $55 million. These increases were offset by a $200 million decrease in available for sale securities portfolio balances and a $125 million decrease in the average balance of residential mortgage loans held for sale.
Average deposits increased $666 million over the previous quarter. Interest-bearing transaction account balances increased $587 million and time deposit balances increased $82 million, partially offset by a $23 million decrease in demand deposit balances. The average balance of borrowed funds decreased $378 million compared to the fourth quarter of 2016 primarily due to decreased borrowings from the Federal Home Loan Banks.

Our overall objective is to manage the Company’s balance sheet to be relatively neutral to changes in interest rates as is further described in the Market Risk section of this report. Approximately 81% of our commercial and commercial real estate loan portfolios are either variable rate or fixed rate that will re-price within one year. These loans are funded primarily by deposit accounts that are either non-interest bearing, or that re-price more slowly than the loans. The result is a balance sheet that would be asset sensitive, which means that assets generally re-price more quickly than liabilities. Among the strategies that we use to manage toward a relatively rate-neutral position, we purchase fixed rate residential mortgage-backed securities issued primarily by U.S. government agencies and fund them with market rate sensitive liabilities. The liability-sensitive nature of this strategy provides an offset to the asset-sensitive characteristics of our loan portfolio. 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.

- 3 -


Table 1 -- Volume/Rate Analysis
(In thousands)
 
 
Three Months Ended
March 31, 2017 / 2016
 
 
 
 
Change Due To1
 
 
Change
 
Volume
 
Yield/Rate
Tax-equivalent interest revenue:
 
 
 
 
 
 
Interest-bearing cash and cash equivalents
 
$
1,538

 
$
58

 
$
1,480

Trading securities
 
4,642

 
5,488

 
(846
)
Investment securities:
 
 
 
 
 
 
Taxable securities
 
(162
)
 
(111
)
 
(51
)
Tax-exempt securities
 
(91
)
 
(279
)
 
188

Total investment securities
 
(253
)
 
(390
)
 
137

Available for sale securities:
 
 
 
 
 
 
Taxable securities
 
(2,005
)
 
(1,200
)
 
(805
)
Tax-exempt securities
 
(148
)
 
(211
)
 
63

Total available for sale securities
 
(2,153
)
 
(1,411
)
 
(742
)
Fair value option securities
 
(209
)
 
(93
)
 
(116
)
Restricted equity securities
 
(2
)
 
246

 
(248
)
Residential mortgage loans held for sale
 
(864
)
 
(606
)
 
(258
)
Loans
 
21,938

 
9,891

 
12,047

Total tax-equivalent interest revenue
 
24,637

 
13,183

 
11,454

Interest expense:
 
 
 
 
 
 
Transaction deposits
 
1,897

 
367

 
1,530

Savings deposits
 
(6
)
 
7

 
(13
)
Time deposits
 
(1,079
)
 
(350
)
 
(729
)
Funds purchased
 
(12
)
 
(53
)
 
41

Repurchase agreements
 
(57
)
 
(13
)
 
(44
)
Other borrowings
 
3,926

 
211

 
3,715

Subordinated debentures
 
1,315

 
(703
)
 
2,018

Total interest expense
 
5,984

 
(534
)
 
6,518

Tax-equivalent net interest revenue
 
18,653

 
13,717

 
4,936

Change in tax-equivalent adjustment
 
43

 
 
 
 
Net interest revenue
 
$
18,610

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

- 4 -


Other Operating Revenue

Other operating revenue was $170.3 million for the first quarter of 2017, a $12.9 million increase over the first quarter of 2016 and a $26.5 million increase over the fourth quarter of 2016. Fees and commissions revenue was up $1.1 million over the first quarter of 2016 and increased $2.3 million over the prior quarter. The change in the fair value of mortgage servicing rights, net of economic hedges, increased other operating revenue by $188 thousand in the first quarter of 2017, decreased other operating revenue by $11.4 million in the first quarter of 2016 and decreased other operating revenue $17.0 million in the fourth quarter of 2016.

Table 2 – Other Operating Revenue 
(In thousands)
 
 
Three Months Ended
March 31,
 
Increase (Decrease)
 
% Increase (Decrease)
 
Three Months Ended Dec. 31, 2016
 
Increase (Decrease)
 
% Increase (Decrease)
 
 
2017
 
2016
 
 
 
 
 
Brokerage and trading revenue
 
$
33,623

 
$
32,341

 
$
1,282

 
4
 %
 
$
28,500

 
$
5,123

 
18
 %
Transaction card revenue
 
32,127

 
32,354

 
(227
)
 
(1
)%
 
34,521

 
(2,394
)
 
(7
)%
Fiduciary and asset management revenue
 
38,631

 
32,056

 
6,575

 
21
 %
 
34,535

 
4,096

 
12
 %
Deposit service charges and fees
 
23,030

 
22,542

 
488

 
2
 %
 
23,365

 
(335
)
 
(1
)%
Mortgage banking revenue
 
25,191

 
32,100

 
(6,909
)
 
(22
)%
 
28,414

 
(3,223
)
 
(11
)%
Other revenue
 
11,752

 
11,904

 
(152
)
 
(1
)%
 
12,693

 
(941
)
 
(7
)%
Total fees and commissions revenue
 
164,354

 
163,297

 
1,057

 
1
 %
 
162,028

 
2,326

 
1
 %
Other gains (losses), net
 
3,627

 
1,560

 
2,067

 
N/A

 
(1,279
)
 
4,906

 
N/A

Gain (loss) on derivatives, net
 
(450
)
 
7,138

 
(7,588
)
 
N/A

 
(35,815
)
 
35,365

 
N/A

Gain (loss) on fair value option securities, net
 
(1,140
)
 
9,443

 
(10,583
)
 
N/A

 
(20,922
)
 
19,782

 
N/A

Change in fair value of mortgage servicing rights
 
1,856

 
(27,988
)
 
29,844

 
N/A

 
39,751

 
(37,895
)
 
N/A

Gain on available for sale securities, net
 
2,049

 
3,964

 
(1,915
)
 
N/A

 
(9
)
 
2,058

 
N/A

Total other operating revenue
 
$
170,296

 
$
157,414

 
$
12,882

 
8
 %
 
$
143,754

 
$
26,542

 
18
 %
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 45 percent of total revenue for the first quarter of 2017, excluding provision for credit losses and gains and losses on other assets, securities and derivatives and the change in the fair value of mortgage servicing rights. We believe that a variety of fee revenue sources provides an offset to changes in interest rates, values in the equity markets, commodity prices and consumer spending, all of which can be volatile. As an example of this strength, many of the economic factors that cause net interest revenue compression such as falling interest rates may also drive growth in our mortgage banking revenue. We expect growth in other operating revenue to come through offering new products and services and by further development of our presence in other markets. However, current and future economic conditions, regulatory constraints, increased competition and saturation in our existing markets could affect the rate of future increases.

Brokerage and trading revenue, which includes revenues from trading, customer hedging, retail brokerage and investment banking, increased $1.3 million or 4 percent over the first quarter of 2016. 


- 5 -


Trading revenue includes net realized and unrealized gains primarily related to sales of U.S. government securities, residential mortgage-backed securities guaranteed by U.S. government agencies and municipal securities to institutional customers and related derivative instruments. Trading revenue was $11.0 million for the first quarter of 2017, a $1.9 million or 15 percent decrease compared to the first quarter of 2016. The Company added a new group trading in U.S. government agency residential mortgage-backed securities and related to-be-announced derivatives in the third quarter of 2016. The addition of this group added $2.5 million of net interest revenue and $769 thousand of trading revenue in the first quarter. This new group increased our trading securities portfolio by $550 million and receivable for unsettled trades by $215 million at March 31, 2017. This increase was offset by lower volumes of U.S. agency residential mortgage-backed securities sold to our institutional customers.

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 $11.6 million for the first quarter of 2017, a $2.8 million or 31 percent increase over the first quarter of 2016 primarily due to increased hedging activity by our energy customers.

Revenue earned from retail brokerage transactions increased $393 thousand or 6 percent over the first quarter of 2016 to $6.9 million. Retail brokerage revenue is primarily based on fees and commissions earned on sales of fixed income securities, annuities, mutual funds and other financial instruments to retail customers. Revenue is primarily based on the volume of customer transactions and applicable commission rate for each product type. The increase in revenue due to transaction volume growth was partially offset by a change in product mix to products that pay a lower commission rate. In addition, volume has shifted from sales of products that pay a one-time transaction fee to accounts that pay us an on-going management fee.

Investment banking revenue, which includes fees earned upon completion of underwriting and financial advisory services and loan syndication fees, totaled $4.1 million for the first quarter of 2017, largely unchanged compared to the first quarter of 2016. Investment banking revenue is primarily related to the timing and volume of completed transactions.

Brokerage and trading revenue increased $5.1 million over the fourth quarter of 2016 primarily due to a $5.3 million increase in trading revenue. The fourth quarter of 2016 included the $5.0 million decrease in the fair value of trading assets caused by an unexpected 85 basis point increase in the 10-year Treasury interest rate and related rates. Customer hedging revenue increased $570 thousand. An increase in the valuation of energy derivative contracts was partially offset by a decrease in volumes of contracts with our mortgage banking customers. Retail brokerage fees were up $995 thousand over the prior quarter. Investment banking revenue decreased $1.7 million primarily due to the timing and volume of completed transactions.

Transaction card revenue depends largely on the volume and amount of transactions processed, the number of TransFund automated teller machine (“ATM”) locations and the number of merchants served. Transaction card revenue for the first quarter of 2017 was largely unchanged compared to the first quarter of 2016. Revenues from the processing of transactions on behalf of the members of our TransFund electronic funds transfer ("EFT") network totaled $16.3 million, unchanged from the prior year. Merchant services fees totaled $11.0 million, a $178 thousand or 2 percent decrease based on lower transaction activity. Revenue from interchange fees paid by merchants for transactions processed from debit cards issued by the Company totaled $4.7 million, an increase of $83 thousand or 2 percent over the first quarter of 2016.
Transaction card revenue decreased $2.4 million compared to the prior quarter, primarily due to a seasonal decrease in transaction volumes on our TransFund EFT network and from processing transactions on behalf of merchants.
 
Fiduciary and asset management revenue grew by $6.6 million or 21 percent over the first quarter of 2016, primarily due to growth in assets under management, improved pricing discipline and decreased fee waivers. We earn fees as administrator to and investment adviser for the Cavanal Hill Funds, a diversified, open-ended investment company established as a business trust under the Investment Company Act of 1940. The Bank is custodian and Cavanal Hill Distributors, Inc. is distributor for the Cavanal Hill Funds. Products of the Cavanal Hill Funds are offered to customers, employee benefit plans, trusts and the general public in the ordinary course of business. We have voluntarily waived administration fees on the Cavanal Hill money market funds in order to maintain positive yields on these funds in the current low short-term interest rate environment. Waived fees totaled $445 thousand for the first quarter of 2017, compared to $2.0 million for the first quarter of 2016 and $1.4 million for the fourth quarter of 2016. The decrease in fee waivers was related to increased interest rates as a result of the Federal Reserve's federal funds rate increases. In addition, our mineral management team recognized revenue of $800 thousand during the first quarter of 2017 from the successful completion of lease negotiations.

Fiduciary and asset management revenue increased $4.1 million compared to the fourth quarter of 2016 primarily due to growth in assets under management and decreased fee waivers.


- 6 -


The fair value of fiduciary assets administered by the Company totaled $44.4 billion at March 31, 2017, $39.1 billion at March 31, 2016 and $41.8 billion at December 31, 2016. Fiduciary assets are assets for which the Company possesses investment discretion on behalf of another or any other similar capacity.

Deposit service charges and fees were $23.0 million for the first quarter of 2017, an increase of $488 thousand or 2 percent over the first quarter of 2016. Commercial account service charge revenue totaled $11.6 million, up $308 thousand or 3 percent. Overdraft fees were $9.7 million for the first quarter of 2017, an increase of $105 thousand or 1 percent. Service charges on deposit accounts with a standard monthly fee were $1.7 million, an increase of $76 thousand or 5 percent. Deposit service charges and fees decreased $335 thousand compared to the prior quarter primarily due to a seasonal decrease in overdraft fee volumes, partially offset by an increase in commercial account service charge revenue.

Mortgage banking revenue decreased $6.9 million or 22% compared to the first quarter of 2016. Mortgage production revenue decreased $8.1 million. Mortgage loan production volumes decreased $771 million due primarily to a strategic decision to exit the correspondent lending channel during the third quarter of 2016 based on careful consideration of continued pressure on margins and due to the competitive landscape and regulatory costs. Gains on sale margins increased 2 basis points over the prior year. The margin increase was primarily due to exiting the correspondent lending channel, the lowest margin of our three sales channels, partially offset by a decrease in margins from our Home Direct online origination channel. Mortgage servicing revenue was up $1.2 million or 8 percent over the first quarter of 2016. The outstanding principal balance of mortgage loans serviced for others totaled $22.0 billion, an increase of $1.7 billion or 8.5%.
Mortgage banking revenue decreased $3.2 million compared to the fourth quarter of 2016. Mortgage production revenue decreased $3.4 million. Production volume decreased $103.1 million in response to higher average primary mortgage interest rates. Gains on sale margins narrowed due to increased competition, largely in the Home Direct online channel. Revenue from mortgage loan servicing grew by $171 thousand due to an increase in the volume of loans serviced. The outstanding balance of mortgage loans serviced for others increased $17 million over December 31, 2016.

Table 3 – Mortgage Banking Revenue 
(In thousands)
 
 
Three Months Ended
March 31,
 
Increase (Decrease)
 
% Increase (Decrease)
 
Three Months Ended
Dec. 31,
 
Increase (Decrease)
 
% Increase (Decrease)
 
 
2017
 
2016
 
 
 
 
Mortgage production revenue
 
$
8,543

 
$
16,647

 
$
(8,104
)
 
(49
)%
 
$
11,937

 
$
(3,394
)
 
(28
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage loans funded for sale
 
$
711,019

 
$
1,244,015

 


 


 
$
1,189,975

 
 
 
 
Add: Current period end outstanding commitments
 
381,732

 
902,986

 
 
 
 
 
318,359

 
 
 
 
Less: Prior period end outstanding commitments
 
318,359

 
601,147

 
 
 
 
 
630,804

 
 
 
 
Total mortgage production volume
 
$
774,392

 
$
1,545,854

 
$
(771,462
)
 
(50
)%
 
$
877,530

 
$
(103,138
)
 
(12
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage loan refinances to mortgage loans funded for sale
 
44
%
 
49
%
 
(5
) bps
 
 
 
63
%
 
(19
) bps
 
 
Gains on sale margin
 
1.10
%
 
1.08
%
 
2
 bps
 
 
 
1.36
%
 
(26
) bps
 
 
Primary mortgage interest rates:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average
 
4.17
%
 
3.74
%
 
43
 bps
 
 
 
3.83
%
 
34
 bps
 
 
Period end
 
4.14
%
 
3.71
%
 
43
 bps
 
 
 
4.32
%
 
(18
) bps
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage servicing revenue
 
$
16,648

 
$
15,453

 
$
1,195

 
8
 %
 
$
16,477

 
$
171

 
1
 %
Average outstanding principal balance of mortgage loans serviced for others
 
22,006,295

 
19,986,444

 
2,019,851

 
10
 %
 
21,924,552

 
81,743

 
—
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average mortgage servicing revenue rates
 
0.31
%
 
0.31
%
 
—

 
 
 
0.30
%
 
1
 bps
 
 
1 
Actual interest earned on fair value option securities less internal transfer-priced cost of funds.

Primary rates disclosed in Table 3 above represent rates generally available to borrowers on 30 year conforming mortgage loans.

- 7 -


Net gains on other assets, securities and derivatives

Other net gains totaled $3.6 million in the first quarter of 2017, related to holdings of two consolidated private equity funds and the sale of certain merchant banking investments in the first quarter of 2017. The sales of merchant banking investments included a consolidated entity that reduced goodwill by $2.7 million, identifiable intangible assets by $4.6 million and other assets by $5.6 million.

In the first quarter of 2017, we recognized a $2.0 million net gain from sales of $240 million of available for sale securities. Securities were sold either because they had reached their expected maximum potential or to move into securities that are expected to perform better in the current rate environment. In the first quarter of 2016, we recognized a $4.0 million net gain from sales of $469 million of available for sale securities. There were no sales of available for sale securities in the fourth quarter of 2016.

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 to a $20 million limit approved by the Board of Directors by designating certain financial instruments as an economic hedge. Changes in the fair value of these instruments are generally expected to partially offset changes in the fair value of MSRs.
The net economic benefit of the changes in fair value of mortgage servicing rights and related economic hedges was $1.5 million in the first quarter of 2017, including a $1.9 million increase in the fair value of the mortgage servicing rights, a $1.7 million decrease in the fair value of securities and derivative contracts held as an economic hedge and $1.3 million of related net interest revenue. The improvement over the prior quarter was due primarily to materially higher long-term interest rates and a relatively stable rate environment during the first quarter.

The net economic cost of changes in the fair value of mortgage servicing rights and related economic hedges was $9.4 million for the first quarter of 2016. The fair value of mortgage servicing rights decreased $28.0 million.The fair value of securities and interest rate derivative contracts held as an economic hedge increased $16.6 million. Net interest earned on securities held as an economic hedge was $2.0 million. Both period end primary and secondary residential mortgage interest rates fell during the first quarter of 2016. However, we observed a narrowing of the forward-looking spreads, a risk that we cannot effectively hedge.

The net economic cost of changes in the fair value of mortgage servicing rights and related economic hedges was $16.9 million for the fourth quarter of 2016. The fair value of mortgage servicing rights increased by $39.8 million, primarily due to an increase in residential mortgage rates. The fair value of securities and interest rate derivative contracts held as an economic hedge decreased by $56.8 million. The significant increase in long-term interest rates in the fourth quarter resulted in a loss on this hedge, partially offset by an increase in the fair value of mortgage servicing rights.

Table 4 - Gain (Loss) on Mortgage Servicing Rights
(In thousands)
 
 
Three Months Ended
 
 
March 31, 2017
 
Dec. 31, 2016
 
March 31, 2016
Gain (loss) on mortgage hedge derivative contracts, net
 
$
(528
)
 
$
(35,868
)
 
$
7,138

Gain (loss) on fair value option securities, net
 
(1,140
)
 
(20,922
)
 
9,443

Gain (loss) on economic hedge of mortgage servicing rights, net
 
(1,668
)
 
(56,790
)
 
16,581

Gain (loss) on change in fair value of mortgage servicing rights
 
1,856

 
39,751

 
(27,988
)
Gain (loss) on changes in fair value of mortgage servicing rights, net of economic hedges included in other operating revenue
 
188

 
(17,039
)
 
(11,407
)
Net interest revenue on fair value option securities1
 
1,271

 
114

 
2,033

Total economic benefit (cost) of changes in the fair value of mortgage servicing rights, net of economic hedges
 
$
1,459

 
$
(16,925
)
 
$
(9,374
)

- 8 -


Other Operating Expense

Other operating expense for the first quarter of 2017 totaled $244.7 million, a $2.1 million or 1 percent increase over the first quarter of 2016. Personnel expenses increased $2.9 million or 2 percent. Non-personnel expenses decreased $722 thousand or 1 percent compared to the prior year. The first quarter of 2016 included $4.1 million of litigation accruals and $2.8 million post-acquisition valuation adjustments to a consolidated merchant banking investment, $1.1 million of which is attributable to non-controlling interests. 

Operating expenses decreased $20.8 million compared to the previous quarter. Expenses related to the completion of the Mobank acquisition were $2.0 million in the first quarter of 2017 and $4.7 million in the fourth quarter of 2016. In addition, operating expenses in the fourth quarter of 2016 included $5.0 million of severance and other expenses related to staff reductions and a $2.0 million contribution to the BOKF Foundation.

The discussion following excludes the impact of these items.

Table 5 – Other Operating Expense
(In thousands)
 
 
Three Months Ended
March 31,
 
Increase (Decrease)
 
%
Increase (Decrease)
 
Three Months Ended Dec. 31, 2016
 
Increase (Decrease)
 
%
Increase (Decrease)
 
 
2017
 
2016
 
 
 
 
 
Regular compensation
 
$
83,228

 
$
80,559

 
$
2,669

 
3
 %
 
$
87,328

 
$
(4,100
)
 
(5
)%
Incentive compensation:
 
 
 
 
 


 


 
 
 
 
 
 
Cash-based
 
28,836

 
28,972

 
(136
)
 
—
 %
 
33,270

 
(4,434
)
 
(13
)%
Share-based
 
1,603

 
2,022

 
(419
)
 
(21
)%
 
2,902

 
(1,299
)
 
(45
)%
Deferred compensation
 
792

 
69

 
723

 
N/A

 
348

 
444

 
N/A

Total incentive compensation
 
31,231

 
31,063

 
168

 
1
 %
 
36,520

 
(5,289
)
 
(14
)%
Employee benefits
 
21,966

 
21,940

 
26

 
—
 %
 
17,284

 
4,682

 
27
 %
Total personnel expense
 
136,425

 
133,562

 
2,863

 
2
 %
 
141,132

 
(4,707
)
 
(3
)%
Business promotion
 
6,717

 
5,696

 
1,021

 
18
 %
 
7,344

 
(627
)
 
(9
)%
Charitable contributions to BOKF Foundation
 
—

 
—

 
—

 
N/A

 
2,000

 
(2,000
)
 
N/A

Professional fees and services
 
12,379

 
11,759

 
620

 
5
 %
 
16,828

 
(4,449
)
 
(26
)%
Net occupancy and equipment
 
21,624

 
18,766

 
2,858

 
15
 %
 
21,470

 
154

 
1
 %
Insurance
 
6,404

 
7,265

 
(861
)
 
(12
)%
 
8,705

 
(2,301
)
 
(26
)%
Data processing and communications
 
33,940

 
32,017

 
1,923

 
6
 %
 
33,691

 
249

 
1
 %
Printing, postage and supplies
 
3,851

 
3,907

 
(56
)
 
(1
)%
 
3,998

 
(147
)
 
(4
)%
Net losses (gains) and operating expenses of repossessed assets
 
1,009

 
1,070

 
(61
)
 
(6
)%
 
1,627

 
(618
)
 
(38
)%
Amortization of intangible assets
 
1,802

 
1,159

 
643

 
55
 %
 
1,558

 
244

 
16
 %
Mortgage banking costs
 
13,003

 
12,330

 
673

 
5
 %
 
17,348

 
(4,345
)
 
(25
)%
Other expense
 
7,557

 
15,039

 
(7,482
)
 
(50
)%
 
9,846

 
(2,289
)
 
(23
)%
Total other operating expense
 
$
244,711

 
$
242,570

 
$
2,141

 
1
 %
 
$
265,547

 
$
(20,836
)
 
(8
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average number of employees (full-time equivalent)
 
4,910

 
4,821

 
89

 
2
 %
 
4,893

 
17

 
—
 %

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


- 9 -


Personnel expense

Regular compensation, which consists of salaries and wages, overtime pay and temporary personnel costs, increased $3.0 million or 2 percent over the first quarter of 2016. The average number of employees increased 2 percent over the prior year. Recent additions from the Mobank acquisition and in mortgage and technology were partially offset by the impact of staff reductions in the fourth quarter of 2016. In addition, standard annual merit increases in regular compensation were effective for the majority of our staff on March 1.

Incentive compensation was largely unchanged compared to the first quarter of 2016. Cash-based incentive compensation plans are either intended to provide current rewards to employees who generate long-term business opportunities for the Company based on growth in loans, deposits, customer relationships and other measurable metrics or intended to compensate employees with commissions on completed transactions. Total cash-based incentive compensation was unchanged compared to the first quarter of 2016. 

Share-based compensation expense represents expense for equity awards based on grant-date fair value. Non-vested shares generally cliff vest in 3 years and are subject to a two year holding period after vesting. Compensation costs related to certain shares is variable based on changes in the the fair value of BOK Financial common shares. Share-based compensation expense decreased $419 thousand or 21% compared to the prior year, primarily due to the decrease in the vesting probability of certain performance-based share awards.

The Company currently offers a deferred compensation plan for certain executive and senior officers. Deferred compensation expense increased $723 thousand. Deferred compensation expense is largely offset by changes in the fair value of assets held in rabbi trusts for the benefit of participants included in other income in the consolidated statements of earnings.

Employee benefits expense was also largely unchanged compared to the first quarter of 2016. Increased payroll tax expense and retirement plan costs were offset by a decrease in employee medical costs.
Personnel expense increased $1.9 million over the fourth quarter of 2016. Employee benefit costs were up $4.7 million primarily due to a seasonal increase in payroll tax expense and increased employee retirement plan costs, partially offset by lower employee medical costs. Regular compensation increased $2.5 million and included a full quarter impact of the Mobank acquisition. Incentive compensation expense decreased $5.3 million primarily due to lower cash-based incentive compensation expense and share-based compensation expense.

Non-personnel operating expenses

Non-personnel operating expenses increased $4.3 million or 4 percent over the first quarter of 2016. Occupancy and equipment expense increased $2.7 million and data processing and communications expense increased $1.9 million. The increases were primarily due to information technology infrastructure and cybersecurity project costs. Deposit insurance expense decreased $861 thousand. The benefit of decreased criticized and classified assets levels related to the stabilization of energy prices was partially offset by a new surcharge for banks with more than $10 billion in assets that became effective in the third quarter of 2016.
Non-personnel expense decreased $13.1 million compared to the fourth quarter of 2016. Mortgage banking expense decreased $4.3 million, primarily due to the effect of slowing actual residential mortgage loan prepayments on the fair value of mortgage servicing rights. Deposit insurance expense was $2.3 million lower due to improvements in credit quality and other risk factors. Professional fees were down $2.3 million and other expense decreased $2.3 million.

- 10 -


Income Taxes

The Company's income tax expense from continuing operations was $38.1 million or 30.1% of book taxable income for the first quarter of 2017 compared to $21.4 million or 34.3% of book taxable income for the first quarter of 2016 and $22.5 million or 31.1% of book taxable income for the fourth quarter of 2016. The first quarter of 2017 included a $3.9 million benefit related to the implementation of a new accounting standard that includes the tax effect of vested equity compensation awards in income tax expense. Previously, the tax effect of these awards was included in stockholders' equity. The tax benefit resulted from an increase in the company's stock price to over $80 per share which exceeded compensation costs based on grant date fair value of these awards. Additionally, awards granted in two different years vested in the first quarter of 2017. Excluding this benefit, tax expense would have been 33.2% of book taxable income for the first quarter of 2017. The accounting standard was adopted prospectively without restatement of prior periods.

The Company's effective tax rate is affected by recurring items such as amortization related to its investments in affordable housing investments net of affordable housing tax credits and other tax benefits, bank-owned life insurance and tax-exempt income. The effective tax rate is also affected by items that may occur in any given period but are not consistent from period to period. Accordingly, the comparability of the effective tax rate from period to period may be impacted.

BOK Financial operates in numerous jurisdictions, which requires judgment regarding the allocation of income, expense and earnings under various laws and regulations of each of these taxing jurisdictions. Each jurisdiction may audit our tax returns and may take different positions with respect to these allocations. The reserve for uncertain tax positions was $17 million at March 31, 2017, $16 million at December 31, 2016 and $13 million at March 31, 2016.
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 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 net credit losses and capital costs. In addition, we measure the performance of our business lines after allocation of certain indirect expenses and taxes based on statutory rates.

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

The value of funds provided by the operating lines of business to the Funds Management unit is also based on rates that approximate wholesale market rates for funds with similar repricing and cash flow characteristics. Market rates are generally based on LIBOR or interest rate swap rates. The funds credit formula applied to deposit products with indeterminate maturities is established based on their re-pricing characteristics reflected in a combination of the short-term LIBOR rate and a moving average of an intermediate term swap rate, with an appropriate spread applied to both. Shorter duration products are weighted towards the short term LIBOR rate and longer duration products are weighted towards the intermediate swap rates. The expected duration ranges from 30 days for certain rate-sensitive deposits to five years.

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

- 11 -


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 6, net income attributable to our lines of business increased $38.8 million or 88 percent over the first quarter of 2016. Net interest revenue grew by $23.8 million over the prior year. Other operating revenue was relatively flat while operating expenses decreased $6.1 million and net charge-offs decreased $23.3 million.

Table 6 -- Net Income by Line of Business
(In thousands)
 
 
Three Months Ended
 
 
March 31,
 
 
2017
 
2016
Commercial Banking
 
$
63,916

 
$
37,054

Consumer Banking
 
4,746

 
109

Wealth Management
 
14,283

 
6,977

Subtotal
 
82,945

 
44,140

Funds Management and other
 
5,411

 
(1,576
)
Total
 
$
88,356

 
$
42,564


- 12 -


Commercial Banking

Commercial Banking contributed $63.9 million to consolidated net income in the first quarter of 2017, an increase of $26.9 million or 73% over the first quarter of 2016. Commercial Banking had net recoveries of $1.5 million in the first quarter of 2017 compared to net charge-offs of $21.6 million in the first quarter of 2016. Growth in net interest revenue and lower operating expense also contributed to increased net direct contribution by Commercial Banking.

Table 7 -- Commercial Banking
(Dollars in thousands)
 
 
Three Months Ended
 
Increase (Decrease)
 
 
March 31,
 
 
 
2017
 
2016
 
Net interest revenue from external sources
 
$
134,704

 
$
116,637

 
$
18,067

Net interest expense from internal sources
 
(16,793
)
 
(14,632
)
 
(2,161
)
Total net interest revenue
 
117,911

 
102,005

 
15,906

Net loans charged off (recovered)
 
(1,462
)
 
21,572

 
(23,034
)
Net interest revenue after net loans charged off (recovered)
 
119,373

 
80,433

 
38,940

 
 
 
 
 
 
 
Fees and commissions revenue
 
44,473

 
45,476

 
(1,003
)
Other gains (losses), net
 
1,797

 
(368
)
 
2,165

Other operating revenue
 
46,270

 
45,108

 
1,162

 
 
 
 
 
 
 
Personnel expense
 
27,027

 
26,628

 
399

Non-personnel expense
 
25,409

 
29,442

 
(4,033
)
Other operating expense
 
52,436

 
56,070

 
(3,634
)
 
 
 
 
 
 
 
Net direct contribution
 
113,207

 
69,471

 
43,736

Gain on financial instruments, net
 
38

 
—

 
38

Loss on repossessed assets, net
 
(5
)
 
(82
)
 
77

Corporate expense allocations
 
8,631

 
8,744

 
(113
)
Income before taxes
 
104,609

 
60,645

 
43,964

Federal and state income tax
 
40,693

 
23,591

 
17,102

Net income
 
$
63,916

 
$
37,054

 
$
26,862

 
 
 
 
 
 
 
Average assets
 
$
17,438,776

 
$
16,969,015

 
$
469,761

Average loans
 
14,016,652

 
13,317,338

 
699,314

Average deposits
 
8,631,724

 
8,457,750

 
173,974

Average invested capital
 
1,214,056

 
1,155,572

 
58,484


Net interest revenue increased $15.9 million or 16% over the prior year. Growth in net interest revenue was primarily due to a $699 million or 5% increase in average loan balances and increased yields on commercial loans due to rising short-term interest rates. Average deposit balances increased $174 million or 2% and the yields on deposits sold to the funds management unit increased due to an increase in short-term interest rates.

Fees and commissions revenue decreased $1.0 million or 2% compared to the first quarter of 2016, primarily due to a decrease in revenue from merchant banking activity. Increased brokerage and trading revenue and commercial deposit service charge fees were partially offset by a decrease in transaction card revenue from our TransFund electronic fund transfer network.

Operating expenses decreased $3.6 million or 7% compared to the first quarter of 2016. Personnel expense increased $399 thousand or 2% primarily due to standard annual merit increases and increased incentive compensation expense. Non-personnel expense decreased $4.0 million or 14%. The first quarter of 2016 included $3.9 million of litigation settlements and $2.7 million of post-acquisition valuation adjustments to a consolidated merchant banking investment. Deposit insurance expense increased $1.7 million.

- 13 -



The average outstanding balance of loans attributed to Commercial Banking grew by $699 million or 5% over the first quarter of 2016 to $14.0 billion. See the Loans section of Management’s Discussion and Analysis of Financial Condition following for additional discussion of changes in commercial and commercial real estate loans which are primarily attributed to the Commercial Banking segment. 
 
Average deposits attributed to Commercial Banking were $8.6 billion for the first quarter of 2017, an increase of $174 million or 2% compared to the first quarter of 2016. See Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital for further discussion of change.


Consumer Banking

Consumer Banking 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 and through Home Direct Mortgage, an online origination channel.

Consumer Banking contributed $4.7 million to consolidated net income for the first quarter of 2017, up $4.6 million over the first quarter of 2016. Changes in the fair value of our mortgage servicing rights, net of economic hedge, resulted in a $115 thousand increase in Consumer Banking net income in the first quarter of 2017 compared to a $7.0 million decrease in Consumer Banking net income in the first quarter of 2016.

- 14 -


Table 8 -- Consumer Banking
(Dollars in thousands)
 
 
Three Months Ended
 
Increase (Decrease)
 
 
March 31,
 
 
 
2017
 
2016
 
Net interest revenue from external sources
 
$
21,129

 
$
21,449

 
$
(320
)
Net interest revenue from internal sources
 
10,952

 
9,353

 
1,599

Total net interest revenue
 
32,081

 
30,802

 
1,279

Net loans charged off
 
1,272

 
1,702

 
(430
)
Net interest revenue after net loans charged off
 
30,809

 
29,100

 
1,709

 
 
 
 
 
 
 
Fees and commissions revenue
 
47,391

 
54,171

 
(6,780
)
Other losses, net
 
(85
)
 
(142
)
 
57

Other operating revenue
 
47,306

 
54,029

 
(6,723
)
 
 
 
 
 
 
 
Personnel expense
 
25,398

 
24,844

 
554

Non-personnel expense
 
28,134

 
30,874

 
(2,740
)
Total other operating expense
 
53,532

 
55,718

 
(2,186
)
 
 
 
 
 
 
 
Net direct contribution
 
24,583

 
27,411

 
(2,828
)
Gain (loss) on financial instruments, net
 
(1,667
)
 
16,581

 
(18,248
)
Change in fair value of mortgage servicing rights
 
1,856

 
(27,988
)
 
29,844

Gain (loss) on repossessed assets, net
 
(136
)
 
153

 
(289
)
Corporate expense allocations
 
16,868

 
15,978

 
890

Income before taxes
 
7,768

 
179

 
7,589

Federal and state income tax
 
3,022

 
70

 
2,952

Net income
 
$
4,746

 
$
109

 
$
4,637

 
 
 
 
 
 
 
Average assets
 
$
8,648,562

 
$
8,687,289

 
$
(38,727
)
Average loans
 
1,927,750

 
1,883,904

 
43,846

Average deposits
 
6,581,446

 
6,575,893

 
5,553

Average invested capital
 
276,914

 
258,888

 
18,026


Net interest revenue from Consumer Banking activities grew by $1.3 million or 4% over the the first quarter of 2016 primarily due to increased rates on deposit balances sold to the Funds Management unit. Average loan balances grew by $43.8 million or 2% and average deposits remained relatively flat.

Fees and commissions revenue decreased $6.8 million or 13% over the first quarter of 2016, primarily due to a $6.9 million decrease in mortgage banking revenue. Mortgage loan production volumes decreased $771 million due primarily to a strategic decision to exit the correspondent lending channel during the third quarter of 2016. Revenue from interchange fees paid by merchants for transactions processed from debit cards issued by the Company and deposit service charges and fees were largely unchanged from the prior year.

Operating expenses decreased $2.2 million or 4% over the first quarter of 2016. Personnel expenses increased $554 thousand or 2%. Regular compensation expense was up $741 thousand primarily due to an increase in regular compensation partially offset by a decrease in incentive compensation expense. Non-personnel expense decreased $2.7 million or 9% over the prior year. Data processing and communications expenses decreased $1.1 million and professional fees and services were down $959 thousand over the prior year. The first quarter of 2016 also included $1.8 million in litigation settlements.

Corporate expense allocations increased $890 thousand compared to the first quarter of 2016.


- 15 -


Average consumer deposits were largely unchanged compared to the first quarter of 2016. Average time deposit balances decreased $190 million or 15%, offset by a $114 million or 7% increase in demand deposit balances, a $49 million or 1% increase in interest-bearing transaction accounts and a $32 million or 9% increase in savings account balances.


Wealth Management

Wealth Management contributed $14.3 million to consolidated net income in the first quarter of 2017, up $7.3 million or 105% over the first quarter of 2016. Net interest revenue grew over the prior year. Growth in fiduciary and asset management revenue was partially offset by a decrease in brokerage and trading revenue.

Table 9 -- Wealth Management
(Dollars in thousands)
 
 
Three Months Ended
 
Increase (Decrease)
 
 
March 31,
 
 
 
2017
 
2016
 
Net interest revenue from external sources
 
$
11,485

 
$
6,078

 
$
5,407

Net interest revenue from internal sources
 
8,856

 
7,663

 
1,193

Total net interest revenue
 
20,341

 
13,741

 
6,600

Net loans charged off (recovered)
 
40

 
(150
)
 
190

Net interest revenue after net loans charged off (recovered)
 
20,301

 
13,891

 
6,410

 
 
 
 
 
 
 
Fees and commissions revenue
 
73,921

 
68,721

 
5,200

Other gains, net
 
237

 
26

 
211

Other operating revenue
 
74,158

 
68,747

 
5,411

 
 
 
 
 
 
 
Personnel expense
 
44,787

 
45,119

 
(332
)
Non-personnel expense
 
15,623

 
15,565

 
58

Other operating expense
 
60,410

 
60,684

 
(274
)
 
 
 
 
 
 
 
Net direct contribution
 
34,049

 
21,954

 
12,095

Corporate expense allocations
 
10,672

 
10,535

 
137

Income before taxes
 
23,377

 
11,419

 
11,958

Federal and state income tax
 
9,094

 
4,442

 
4,652

Net income
 
$
14,283

 
$
6,977

 
$
7,306

 
 
 
 
 
 
 
Average assets
 
$
7,160,849

 
$
5,565,047

 
$
1,595,802

Average loans
 
1,266,579

 
1,090,326

 
176,253

Average deposits
 
5,582,554

 
4,696,013

 
886,541

Average invested capital
 
250,899

 
233,079

 
17,820

 
 
March 31,
 
Increase
(Decrease)
 
 
2017
 
2016
 
Fiduciary assets in custody for which BOKF has sole or joint discretionary authority
 
$
15,193,307

 
$
13,847,023

 
$
1,346,284

Fiduciary assets not in custody for which BOKF has sole or joint discretionary authority
 
4,001,956

 
3,653,228

 
348,728

Non-managed trust assets in custody
 
25,176,247

 
21,613,054

 
3,563,193

Total fiduciary assets
 
44,371,510

 
39,113,305

 
5,258,205

Assets held in safekeeping
 
26,883,350

 
27,115,904

 
(232,554
)
Brokerage accounts under BOKF administration
 
6,164,096

 
5,639,804

 
524,292

Assets under management or in custody
 
$
77,418,956

 
$
71,869,013

 
$
5,549,943



- 16 -


Net interest revenue for the first quarter of 2017 increased $6.6 million or 48% over the first quarter of 2016, primarily due to an increase in the size of the U.S. agency mortgage-backed portfolio related to a new trading group that began operations during the third quarter of 2016 and growth in deposit balances sold to the Funds Management unit. Average deposit balances grew by $887 million or 19% over the first quarter of 2016. Non-interest bearing demand deposits grew by $139 million or 12%, interest-bearing transaction account balances increased $681 million or 24% and time deposit balances grew by $64 million or 9%. Average loan balances increased $176 million or 16% over the prior year.

Fees and commissions revenue was up $5.2 million or 8% over the first quarter of 2016. Fiduciary and asset management revenue increased $6.6 million or 21% over the prior year primarily due to growth in assets under management, improved pricing discipline and decreased fee waivers. Brokerage and trading revenue decreased by $1.5 million or 5%.

Other operating revenue includes fees earned from state and municipal bond and corporate debt underwritings and financial advisory services, primarily in the Oklahoma and Texas markets. In the first quarter of 2017, the Wealth Management division participated in 38 state and municipal bond underwritings that totaled $1.6 billion. As a participant, the Wealth Management division was responsible for facilitating the sale of approximately $316 million of these underwritings. The Wealth Management division also participated in 5 corporate debt underwritings that totaled $3.6 billion. Our interest in these underwritings was $111 million. In the first quarter of 2016, the Wealth Management division participated in 74 state and municipal bond underwritings that totaled approximately $5.4 billion. Our interest in these underwritings totaled approximately $598 million.

Operating expense decreased $274 thousand or 1% compared to the first quarter of 2016. Personnel expenses decreased $332 thousand and non-personnel expense increased $58 thousand. The first quarter of 2016 included $1.6 million of litigation accruals. This impact was offset by increased occupancy and equipment costs and higher data processing and communications expense.

Corporate expense allocations increased $137 thousand or 1% over the prior year.
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 March 31, 2017, December 31, 2016 and March 31, 2016.

At March 31, 2017, the carrying value of investment (held-to-maturity) securities was $519 million and the fair value was $541 million. Investment securities consist primarily of long-term, fixed rate Oklahoma and Texas municipal bonds, taxable Texas school construction bonds and residential mortgage-backed securities issued by U.S. government agencies. The investment security portfolio is diversified among issuers. The largest obligation of any single issuer is $30 million. Substantially all of these bonds are general obligations of the issuers. Approximately $96 million of the $195 million portfolio of Texas school construction bonds is also guaranteed by the Texas Permanent School Fund Guarantee Program supervised by the State Board of Education for the State of Texas.

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 $8.4 billion at March 31, 2017, a $249 million decrease compared to December 31, 2016. Available for sale securities consist primarily of U.S. government agency residential mortgage-backed securities and U.S. government agency commercial mortgage-backed securities. Commercial mortgage-backed securities have prepayment penalties similar to commercial loans. At March 31, 2017, residential mortgage-backed securities represented 65 percent of total available for sale securities.

A primary risk of holding residential mortgage-backed securities comes from extension during periods of rising interest rates or prepayment during periods of falling interest rates. We evaluate this risk through extensive modeling of risk both before making an investment and throughout the life of the security. Our best estimate of the duration of the combined residential mortgage-backed securities portfolio held in investment and available for sale securities at March 31, 2017 is 3.1 years. Management

- 17 -


estimates the duration extends to 3.4 years assuming an immediate 200 basis point upward shock. The estimated duration contracts to 2.9 years assuming a 50 basis point decline in the current low rate environment.

Residential mortgage-backed securities also have credit risk from delinquency or default of the underlying loans. We mitigate this risk by primarily investing in securities issued by U.S. government agencies. Principal and interest payments on the underlying loans are fully guaranteed. At March 31, 2017, approximately $5.4 billion of the amortized cost of the Company’s residential mortgage-backed securities were issued by U.S. government agencies. The fair value of these residential mortgage-backed securities totaled $5.4 billion at March 31, 2017.

We also hold amortized cost of $93 million in residential mortgage-backed securities privately issued by publicly-owned financial institutions, a decrease of $7.8 million from December 31, 2016. The decrease was due to cash payments received during the quarter. The fair value of our portfolio of privately issued residential mortgage-backed securities totaled $109 million at March 31, 2017.

The aggregate gross amount of unrealized losses on available for sale securities totaled $67.9 million at March 31, 2017, compared to $75.1 million at December 31, 2016. On a quarterly basis, we perform separate evaluations on debt and equity securities to determine if the unrealized losses are temporary as more fully described in Note 2 of the Consolidated Financial Statements. No other-than-temporary impairment charges were recognized in earnings during the first quarter of 2017.

BOK Financial is required to hold stock as members of the Federal Reserve system and the Federal Home Loan Banks ("FHLB"). These restricted equity securities are carried at cost as these securities do not have a readily determined fair value because the ownership of these shares is restricted and they lack a market. Federal Reserve Bank stock totaled $36 million and holdings of FHLB stock totaled $247 million at March 31, 2017. Holdings of FHLB stock decreased $23 million compared to December 31, 2016. We are required to hold stock in the FHLB in proportion to our borrowings with the FHLB.
Bank-Owned Life Insurance

We have approximately $311 million of bank-owned life insurance at March 31, 2017. This investment is expected to provide a long-term source of earnings to support existing employee benefit programs. Approximately $283 million is held in separate accounts. Our separate account holdings are invested in diversified portfolios of investment-grade fixed income securities and cash equivalents, including U.S. Treasury and Agency securities, residential mortgage-backed securities, corporate debt, asset-backed and commercial mortgage-backed securities. The portfolios are managed by unaffiliated professional managers within parameters established in the portfolio’s investment guidelines. The cash surrender value of certain life insurance policies is further supported by a stable value wrap, which protects against changes in the fair value of the investments. At March 31, 2017, the fair value of investments held in separate accounts was approximately $287 million. As the underlying fair value of the investments held in a separate account at March 31, 2017 exceeded the net book value of the investments, no cash surrender value was supported by the stable value wrap. The stable value wrap is provided by a domestic financial institution. The remaining cash surrender value of $28 million primarily represents the cash surrender value of policies held in general accounts and other amounts due from various insurance companies.
Loans

The aggregate loan portfolio before allowance for loan losses totaled $17 billion at March 31, 2017 and was largely unchanged compared to December 31, 2016. The outstanding balance of commercial loans decreased by $64 million. Commercial real estate loan balances were up $62 million. Residential mortgage loans decreased $3.6 million and personal loans increased $7.5 million. 


- 18 -


Table 10 -- Loans
(In thousands)
 
 
March 31, 2017
 
Dec. 31, 2016
 
Sept. 30, 2016
 
June 30, 2016
 
March 31, 2016
Commercial:
 
 
 
 
 
 
 
 
 
 
Energy
 
$
2,537,112

 
$
2,497,868

 
$
2,520,804

 
$
2,818,656

 
$
3,029,420

Services
 
3,013,375

 
3,108,990

 
2,936,599

 
2,830,864

 
2,728,891

Healthcare
 
2,265,604

 
2,201,916

 
2,085,046

 
2,051,146

 
1,995,425

Wholesale/retail
 
1,506,243

 
1,576,818

 
1,602,030

 
1,532,957

 
1,451,846

Manufacturing
 
543,430

 
514,975

 
499,486

 
595,403

 
600,645

Other commercial and industrial
 
461,346

 
490,257

 
476,198

 
527,411

 
482,198

Total commercial
 
10,327,110

 
10,390,824

 
10,120,163

 
10,356,437

 
10,288,425

 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 

 
 

 
 

 
 

 
 

Retail
 
745,046

 
761,888

 
801,377

 
795,419

 
810,522

Multifamily
 
922,991

 
903,272

 
873,773

 
787,200

 
733,689

Office
 
860,889

 
798,888

 
752,705

 
769,112

 
695,552

Industrial
 
871,463

 
871,749

 
838,021

 
645,586

 
564,467

Residential construction and land development
 
135,994

 
135,533

 
159,946

 
157,576

 
171,949

Other commercial real estate
 
334,680

 
337,716

 
367,776

 
427,073

 
394,328

Total commercial real estate
 
3,871,063

 
3,809,046

 
3,793,598

 
3,581,966

 
3,370,507

 
 
 
 
 
 
 
 
 
 
 
Residential mortgage:
 
 

 
 

 
 

 
 

 
 

Permanent mortgage
 
977,743

 
1,006,820

 
969,558

 
969,007

 
948,405

Permanent mortgages guaranteed by U.S. government agencies
 
204,181

 
199,387

 
190,309

 
192,732

 
197,350

Home equity
 
764,350

 
743,625

 
712,926

 
719,184

 
723,554

Total residential mortgage
 
1,946,274

 
1,949,832

 
1,872,793

 
1,880,923

 
1,869,309

 
 
 
 
 
 
 
 
 
 
 
Personal
 
847,459

 
839,958

 
678,232

 
587,423

 
494,325

 
 
 
 
 
 
 
 
 
 
 
Total
 
$
16,991,906

 
$
16,989,660

 
$
16,464,786

 
$
16,406,749

 
$
16,022,566


Commercial

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

Commercial loans totaled $10.3 billion or 61 percent of the loan portfolio at March 31, 2017, a decrease of $64 million compared to December 31, 2016. Healthcare sector loans grew by $64 million. Energy loan balances increased $39 million. Manufacturing loans increased $28 million. This growth was offset by a $96 million decrease in service sector loan balances, a $71 million decrease in wholesale/retail sector loan balance and a $29 million decrease in other commercial and industrial loans.

- 19 -



Table 11 presents the commercial sector of our loan portfolio distributed primarily by collateral location. Loans for which collateral location is less relevant, such as unsecured loans and reserve-based energy loans, are distributed by the borrower's primary operating location.

Table 11 -- Commercial Loans by Collateral Location
(In thousands)
 
 
Oklahoma
 
Texas
 
New Mexico
 
Arkansas
 
Colorado
 
Arizona
 
Kansas/Missouri
 
Other
 
Total
Energy
 
$
503,759

 
$
1,300,374

 
$
16,781

 
$
4,482

 
$
269,559

 
$
9,369

 
$
94,330

 
$
338,458

 
$
2,537,112

Services
 
627,757

 
951,532

 
204,442

 
5,820

 
308,008

 
205,599

 
336,174

 
374,043

 
3,013,375

Healthcare
 
289,651

 
386,286

 
152,515

 
99,560

 
126,757

 
122,194

 
275,497

 
813,144

 
2,265,604

Wholesale/retail
 
317,196

 
542,804

 
49,701

 
59,539

 
65,993

 
61,929

 
97,568

 
311,513

 
1,506,243

Manufacturing
 
100,773

 
156,766

 
1,588

 
13,107

 
42,549

 
37,125

 
115,570

 
75,952

 
543,430

Other commercial and industrial
 
90,112

 
98,426

 
3,357

 
46,365

 
25,005

 
33,442

 
76,279

 
88,360

 
461,346

Total commercial loans
 
$
1,929,248

 
$
3,436,188

 
$
428,384

 
$
228,873

 
$
837,871

 
$
469,658

 
$
995,418

 
$
2,001,470

 
$
10,327,110

 
The majority of the collateral securing our commercial loan portfolio is located within our geographical footprint with 33 percent concentrated in the Texas market and 19 percent concentrated in the Oklahoma market. At March 31, 2017, the Other category is primarily composed of California - $296 million or 3 percent of the commercial loan portfolio, Louisiana - $150 million or 1 percent of the commercial loan portfolio, Florida - $135 million or 1 percent of the commercial loan portfolio, Pennsylvania - $112 million or 1 percent of the commercial loan portfolio and Ohio - $111 million or 1 percent of the commercial loan portfolio. All other states individually represent one percent or less of total commercial loans.

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

Outstanding energy loans totaled $2.5 billion or 15 percent of total loans at March 31, 2017. Unfunded energy loan commitments of $2.8 billion at March 31, 2017 were largely unchanged compared to December 31, 2016. Approximately $2.0 billion of energy loans were to oil and gas producers, largely unchanged compared to December 31, 2016. The majority of this portfolio is first lien, senior secured, reserve-based lending, which we believe is the lowest risk form of energy lending. The Company has largely avoided higher-risk energy lending areas including second-lien financing, mezzanine debt and subordinated debt. In addition, the Company has no direct exposure to energy company equity or to borrowers with deep-water offshore exposure. Approximately 58 percent of the committed production loans are secured by properties primarily producing oil and 42 percent of the committed production loans are secured by properties primarily producing natural gas. Loans to midstream oil and gas companies totaled $317 million at March 31, 2017, an increase of $53 million over December 31, 2016. Loans to borrowers that provide services to the energy industry decreased $8.8 million from the prior quarter to $176 million at March 31, 2017. Loans to other energy borrowers, including those engaged in wholesale or retail energy sales, totaled $53 million, a $6.4 million decrease compared to the prior quarter.

The services sector of the loan portfolio totaled $3.0 billion or 18 percent of total loans and consists of a large number of loans to a variety of businesses, including governmental, finance and insurance, educational services, loans to entities providing services for real estate and construction and professional services. Service sector loans decreased by $96 million compared to December 31, 2016. Loans to governmental entities totaled $566 million at March 31, 2017. Approximately $1.4 billion of the services category is made up of loans with individual balances of less than $10 million. Service sector loans are generally secured by the assets of the borrower with repayment coming from the cash flows of ongoing operations of the customer’s business. 

- 20 -



The healthcare sector of the loan portfolio totaled $2.3 billion or 13% of total loans and consists primarily of loans for the development and operation of senior housing and care facilities, including independent living, assisted living and skilled nursing. Healthcare also includes loans to hospitals and other medical service providers.

We participate in shared national credits when appropriate to obtain or maintain business relationships with local customers. Shared national credits are defined by banking regulators as credits of more than $20 million and with three or more non-affiliated banks as participants. At March 31, 2017, the outstanding principal balance of these loans totaled $3.8 billion. Substantially all of these loans are to borrowers with local market relationships. We serve as the agent lender in approximately 16 percent of our shared national credits, based on dollars committed. We hold shared credits to the same standard of analysis and perform the same level of review as internally originated credits. Our lending policies generally avoid loans in which we do not have the opportunity to maintain or achieve other business relationships with the customer. In addition to management’s quarterly assessment of credit risk, banking regulators annually review a sample of shared national credits for proper risk grading.

Commercial Real Estate

Commercial real estate represents loans for the construction of buildings or other improvements to real estate and property held by borrowers for investment purposes generally within our geographical footprint, with larger concentrations in Texas and Oklahoma which represent 31 percent and 12 percent of the total commercial real estate portfolio at March 31, 2017, respectively. We require collateral values in excess of the loan amounts, demonstrated cash flows in excess of expected debt service requirements, equity investment in the project and a portion of the project already sold, leased or permanent financing already secured. The expected cash flows from all significant new or renewed income producing property commitments are stress tested to reflect the risks in varying interest rates, vacancy rates and rental rates. As with commercial loans, inherent lending risks are centrally monitored on a continuous basis from underwriting throughout the life of the loan for compliance with applicable lending policies.

Commercial real estate loans totaled $3.9 billion or 23 percent of the loan portfolio at March 31, 2017. The outstanding balance of commercial real estate loans increased $62 million during the first quarter of 2017. Loans secured by office buildings increased by $62 million. Multifamily residential loans increased $20 million. Retail sector loans decreased $17 million.
The commercial real estate loan balance as a percentage of our total loan portfolio has ranged from 18 percent to 23 percent over the past five years. 

The commercial real estate sector of our loan portfolio distributed by collateral location follows in Table 12.

Table 12 -- Commercial Real Estate Loans by Collateral Location
(In thousands)
 
 
Oklahoma
 
Texas
 
New Mexico
 
Arkansas
 
Colorado
 
Arizona
 
Kansas/Missouri
 
Other
 
Total
Retail
 
$
94,041

 
$
277,496

 
$
101,414

 
$
6,619

 
$
19,824

 
$
31,962

 
$
19,531

 
$
194,159

 
$
745,046

Multifamily
 
110,848

 
356,553

 
11,635

 
25,022

 
56,998

 
73,468

 
130,215

 
158,252

 
922,991

Office
 
95,570

 
224,238

 
76,239

 
2,488

 
69,827

 
65,063

 
69,235

 
258,229

 
860,889

Industrial
 
84,093

 
268,396

 
27,795

 
31

 
33,086

 
17,974

 
61,753

 
378,335

 
871,463

Residential construction and land development
 
12,727

 
31,287

 
17,803

 
5,175

 
19,827

 
8,311

 
17,495

 
23,369

 
135,994

Other real estate
 
56,423

 
40,752

 
17,322

 
5,198

 
23,786

 
44,408

 
28,267

 
118,524

 
334,680

Total commercial real estate loans
 
$
453,702

 
$
1,198,722

 
$
252,208

 
$
44,533

 
$
223,348

 
$
241,186

 
$
326,496

 
$
1,130,868

 
$
3,871,063


The Other category is primarily composed of California and Utah which represent $186 million or 5 percent and $133 million or 3 percent, respectively. All other states individually represent less than 3% of the total commercial real estate portfolio.

- 21 -


Residential Mortgage and Personal

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

Residential mortgage loans totaled $1.9 billion, largely unchanged compared to December 31, 2016. In general, we sell the majority of our conforming fixed rate loan originations in the secondary market and retain the majority of our non-conforming and adjustable-rate mortgage loans. We have no concentration in sub-prime residential mortgage loans. Our mortgage loan portfolio does not include payment option adjustable rate mortgage loans or adjustable rate mortgage loans with initial rates that are below market. Collateral for 96 percent of our residential mortgage loan portfolio is located within our geographical footprint.

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

At March 31, 2017, $204 million of permanent residential mortgage loans are guaranteed by U.S. government agencies. We have minimal credit exposure on loans guaranteed by the agencies. This amount includes residential mortgage loans previously sold into GNMA mortgage pools that the Company may repurchase when certain defined delinquency criteria are met. Because of this repurchase right, the Company is deemed to have regained effective control over these loans and must include them on the Consolidated Balance Sheet. Permanent residential mortgage loans guaranteed by U.S. government agencies increased $4.8 million compared to December 31, 2016.

Home equity loans totaled $764 million at March 31, 2017, an increase of $21 million over December 31, 2016. Our home equity loan portfolio is primarily composed of first-lien, fully amortizing home equity loans. Home equity loans generally require a minimum FICO score of 700 and a maximum DTI of 50 percent. The maximum loan amount available for our home equity loan products is generally $400 thousand. Revolving loans have a 10 year revolving period followed by a 15 year term of amortizing repayment. Interest-only home equity loans have a 5 year revolving period followed by a 15 year term of amortizing repayments and may not be extended for any additional revolving time. All other home equity loans may be extended at management's discretion for an additional 5 year revolving term subject to an update of certain credit information. A summary of our home equity loan portfolio at March 31, 2017 by lien position and amortizing status follows in Table 13.

Table 13 -- Home Equity Loans
(In thousands)
 
 
Revolving
 
Amortizing
 
Total
First lien
 
$
69,245

 
$
434,922

 
$
504,167

Junior lien
 
127,469

 
132,714

 
260,183

Total home equity
 
$
196,714

 
$
567,636

 
$
764,350



- 22 -


The distribution of residential mortgage and personal loans at March 31, 2017 is as follows in Table 14. Residential mortgage loans are distributed by collateral location. Personal loans are generally distributed by borrower location.

Table 14 -- Residential Mortgage and Personal Loans by Collateral Location
(In thousands)
 
 
Oklahoma
 
Texas
 
New Mexico
 
Arkansas
 
Colorado
 
Arizona
 
Kansas/Missouri
 
Other
 
Total
Residential mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Permanent mortgage
 
$
185,577

 
$
409,671

 
$
39,907

 
$
13,761

 
$
158,329

 
$
93,741

 
$
45,203

 
$
31,554

 
$
977,743

Permanent mortgages  guaranteed by U.S. government agencies
 
57,272

 
28,566

 
52,236

 
6,935

 
5,133

 
2,484

 
14,663

 
36,892

 
204,181

Home equity
 
397,930

 
135,838

 
100,569

 
5,494

 
37,692

 
8,235

 
75,398

 
3,194

 
764,350

Total residential mortgage
 
$
640,779

 
$
574,075

 
$
192,712

 
$
26,190

 
$
201,154

 
$
104,460

 
$
135,264

 
$
71,640

 
$
1,946,274

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Personal
 
$
302,812

 
$
340,996

 
$
11,455

 
$
6,279

 
$
52,074

 
$
49,747

 
$
73,677

 
$
10,419

 
$
847,459



- 23 -


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 Bank are centrally managed by the Bank of Oklahoma.

Table 15 -- Loans Managed by Primary Geographical Market
(In thousands)
 
 
March 31, 2017
 
Dec. 31, 2016
 
Sept. 30, 2016
 
June 30, 2016
 
March 31, 2016
Bank of Oklahoma:
 
 
 
 
 
 
 
 
 
 
Commercial
 
$
3,189,183

 
$
3,370,259

 
$
3,545,924

 
$
3,698,215

 
$
3,656,034

Commercial real estate
 
691,332

 
684,381

 
795,806

 
781,458

 
747,689

Residential mortgage
 
1,404,054

 
1,407,197

 
1,401,166

 
1,415,766

 
1,411,409

Personal
 
310,708

 
303,823

 
271,420

 
246,229

 
204,158

Total Bank of Oklahoma
 
5,595,277

 
5,765,660

 
6,014,316

 
6,141,668

 
6,019,290

 
 
 
 
 
 
 
 
 
 
 
Bank of Texas:
 
 

 
 

 
 

 
 

 
 

Commercial
 
4,148,316

 
4,022,455

 
3,903,218

 
3,901,632

 
3,936,809

Commercial real estate
 
1,452,988

 
1,415,011

 
1,400,709

 
1,311,408

 
1,211,978

Residential mortgage
 
231,647

 
233,981

 
229,345

 
222,548

 
217,539

Personal
 
312,092

 
306,748

 
278,167

 
233,304

 
210,456

Total Bank of Texas
 
6,145,043

 
5,978,195

 
5,811,439

 
5,668,892

 
5,576,782

 
 
 
 
 
 
 
 
 
 
 
Bank of Albuquerque:
 
 

 
 

 
 

 
 

 
 

Commercial
 
407,403

 
399,256

 
398,147

 
398,427

 
402,082

Commercial real estate
 
307,927

 
284,603

 
299,785

 
322,956

 
323,059

Residential mortgage
 
106,432

 
108,058

 
110,478

 
114,226

 
117,655

Personal
 
11,305

 
11,483

 
11,333

 
10,569

 
10,823

Total Bank of Albuquerque
 
833,067

 
803,400

 
819,743

 
846,178

 
853,619

 
 
 
 
 
 
 
 
 
 
 
Bank of Arkansas:
 
 

 
 

 
 

 
 

 
 

Commercial
 
88,010

 
86,577

 
83,544

 
81,227

 
79,808

Commercial real estate
 
74,469

 
73,616

 
72,649

 
69,235

 
66,674

Residential mortgage
 
6,829

 
7,015

 
6,936

 
6,874

 
7,212

Personal
 
6,279

 
6,524

 
6,757

 
7,025

 
918

Total Bank of Arkansas
 
175,587

 
173,732

 
169,886

 
164,361

 
154,612

 
 
 
 
 
 
 
 
 
 
 
Colorado State Bank & Trust:
 
 

 
 

 
 

 
 

 
 

Commercial
 
998,216

 
1,018,208

 
1,013,314

 
1,076,620

 
1,030,348

Commercial real estate
 
266,218

 
265,264

 
254,078

 
237,569

 
219,078

Residential mortgage
 
62,313

 
59,631

 
59,838

 
59,425

 
52,961

Personal
 
49,523

 
50,372

 
42,901

 
35,064

 
24,497

Total Colorado State Bank & Trust
 
1,376,270

 
1,393,475

 
1,370,131

 
1,408,678

 
1,326,884

 
 
 
 
 
 
 
 
 
 
 
Bank of Arizona:
 
 

 
 

 
 

 
 

 
 

Commercial
 
643,222

 
686,253

 
680,447

 
670,814

 
656,527

Commercial real estate
 
737,088

 
747,409

 
726,542

 
639,112

 
605,383

Residential mortgage
 
36,737

 
36,265

 
39,206

 
38,998

 
40,338

Personal
 
51,386

 
52,553

 
31,205

 
24,248

 
18,372

Total Bank of Arizona
 
1,468,433

 
1,522,480

 
1,477,400

 
1,373,172

 
1,320,620

 
 
 
 
 
 
 
 
 
 
 
Mobank:
 
 

 
 

 
 

 
 

 
 

Commercial
 
852,760

 
807,816

 
495,569

 
529,502

 
526,817

Commercial real estate
 
341,041

 
338,762

 
244,029

 
220,228

 
196,646

Residential mortgage
 
98,262

 
97,685

 
25,824

 
23,086

 
22,195

Personal
 
106,166

 
108,455

 
36,449

 
30,984

 
25,101

Total Mobank
 
1,398,229

 
1,352,718

 
801,871

 
803,800

 
770,759

 
 
 
 
 
 
 
 
 
 
 
Total BOK Financial loans
 
$
16,991,906

 
$
16,989,660

 
$
16,464,786

 
$
16,406,749

 
$
16,022,566


- 24 -


Loan Commitments

We enter into certain off-balance sheet arrangements in the normal course of business. These arrangements included unfunded loan commitments which totaled $9.4 billion and standby letters of credit which totaled $596 million at March 31, 2017. Loan commitments may be unconditional obligations to provide financing or conditional obligations that depend on the borrower’s financial condition, collateral value or other factors. Standby letters of credit are unconditional commitments to guarantee the performance of our customer to a third party. Since some of these commitments are expected to expire before being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Approximately $322 thousand of the outstanding standby letters of credit were issued on behalf of customers whose loans are nonperforming at March 31, 2017.

Table 16 – Off-Balance Sheet Credit Commitments
(In thousands)
 
 
March 31, 2017
 
Dec. 31, 2016
 
Sept. 30, 2016
 
June 30, 2016
 
March 31, 2016
Loan commitments
 
$
9,403,641

 
$
9,404,665

 
$
8,697,322

 
$
8,508,606

 
$
8,567,017

Standby letters of credit
 
595,746

 
585,472

 
499,990

 
491,002

 
509,902

Mortgage loans sold with recourse
 
134,631

 
139,486

 
139,306

 
145,403

 
152,843


We have off-balance sheet commitments related to certain residential mortgage loans originated under community development loan programs that were sold to a U.S. government agency with full recourse. These mortgage loans were underwritten to standards approved by the agencies, including full documentation and originated under programs available only for owner-occupied properties. The Company no longer sells residential mortgage loans with recourse. 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. Substantially all of these loans are to borrowers in our primary markets including $84 million to borrowers in Oklahoma, $15 million to borrowers in Arkansas and $12 million to borrowers in New Mexico. An accrual related to this off-balance sheet risk is included in Other liabilities in the consolidated balances sheets and totaled $3.9 million at March 31, 2017 and $4.0 million at December 31, 2016.

We also have an off-balance sheet obligation to repurchase residential mortgage loans sold to government sponsored entities through our mortgage banking activities due to standard representations and warranties made under contractual agreements as described further in Note 6 to the Consolidated Financial Statements. For the period from 2010 through the first quarter of 2017 combined, approximately 21 percent of repurchase requests have currently resulted in actual repurchases or indemnification by the Company. The accrual for credit losses related to potential loan repurchases under representations and warranties totaled $2.6 million at March 31, 2017 and $2.8 million at December 31, 2016.
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 options to determine the maximum exposure we are willing to have individually to any customer. Customers may also be required to provide cash margin or other collateral in conjunction with our credit agreements to further limit our credit risk.

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


- 25 -


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

Derivative contracts are carried at fair value. At March 31, 2017, the net fair values of derivative contracts, before consideration of cash margin, reported as assets under these programs totaled $304 million compared to $690 million at December 31, 2016. At March 31, 2017, the fair value of our derivative contracts included $205 million for foreign exchange contracts, $47 million of to-be-announced residential mortgage-backed securities, $32 million for interest rate swaps and $14 million for energy contracts. The aggregate net fair value of derivative contracts, before consideration of cash margin, held under these programs reported as liabilities totaled $296 million at March 31, 2017 and $687 million at December 31, 2016.

At March 31, 2017, total derivative assets were reduced by $4.9 million of cash collateral received from counterparties and total derivative liabilities were reduced by $39 million of cash collateral paid to counterparties related to instruments executed with the same counterparty under a master netting agreement.

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 March 31, 2017 follows in Table 17.

Table 17 -- Fair Value of Derivative Contracts
(In thousands)
Customers
 
$
219,559

Banks and other financial institutions
 
67,009

Exchanges and clearing organizations
 
12,630

Fair value of customer risk management program asset derivative contracts, net
 
$
299,198

 
At March 31, 2017, our largest derivative exposure was to a customer for an interest rate derivative contract which totaled $6.5 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 $27.26 per barrel of oil would decrease the fair value of derivative assets by $5.3 million. An increase in prices equivalent to $76 per barrel of oil would increase the fair value of derivative assets by $220 million as current prices move further away from the fixed prices embedded in our existing contracts. Liquidity requirements of this program are also affected by our credit rating. 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 March 31, 2017, changes in interest rates would not materially impact regulatory capital or liquidity needed to support this portion of our customer derivative program.

- 26 -


Summary of Loan Loss Experience

We maintain an allowance for loan losses and an accrual for off-balance sheet credit risk. At March 31, 2017, the combined allowance for loan losses and off-balance sheet credit losses totaled $258 million or 1.52 percent of outstanding loans and 131 percent of nonaccruing loans, excluding loans guaranteed by U.S. government agencies. The allowance for loan losses was $249 million and the accrual for off-balance sheet credit losses was $9.4 million. At December 31, 2016, the combined allowance for credit losses was $257 million or 1.52 percent of outstanding loans and 117 percent of nonaccruing loans, excluding loans guaranteed by U.S. government agencies. The allowance for loan losses was $246 million and the accrual for off-balance sheet credit losses was $11 million. 

The provision for credit losses is the amount necessary to maintain the allowance for loan losses and an accrual for off-balance sheet credit risk at an amount determined by management to be appropriate based on its evaluation. The provision includes the combined charge to expense for both the allowance for loan losses and the accrual for off-balance sheet credit risk. All losses incurred from lending activities will ultimately be reflected in charge-offs against the allowance for loan losses following funds advanced against outstanding commitments. After evaluating all credit factors, the Company determined that no provision for credit losses was necessary in the first quarter of 2017 or the fourth quarter of 2016. No provision for credit losses was necessary based on continued improvement in credit metric trends largely driven by energy price stability. A $35 million provision for credit losses was recorded in the first quarter of 2016 due primarily to the effects of falling energy prices.


- 27 -


Table 18 -- Summary of Loan Loss Experience
(In thousands)
 
 
Three Months Ended
 
 
March 31, 2017
 
Dec. 31, 2016
 
Sept. 30, 2016
 
June 30, 2016
 
March 31, 2016
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
Beginning balance
 
$
246,159

 
$
245,103

 
$
243,259

 
$
233,156

 
$
225,524

Loans charged off:
 
 
 
 
 
 
 
 
 
 

Commercial
 
(424
)
 
(81
)
 
(6,266
)
 
(7,355
)
 
(22,126
)
Commercial real estate
 
—

 
—

 
—

 
—

 
—

Residential mortgage
 
(236
)
 
(208
)
 
(285
)
 
(345
)
 
(474
)
Personal
 
(1,493
)
 
(1,362
)
 
(1,550
)
 
(1,145
)
 
(1,391
)
Total
 
(2,153
)
 
(1,651
)
 
(8,101
)
 
(8,845
)
 
(23,991
)
Recoveries of loans previously charged off:
 
 
 
 
 
 
 
 
 
 

Commercial
 
1,182

 
839

 
177

 
223

 
488

Commercial real estate
 
735

 
395

 
521

 
282

 
85

Residential mortgage
 
228

 
986

 
650

 
200

 
163

Personal
 
755

 
593

 
690

 
681

 
783

Total
 
2,900

 
2,813

 
2,038

 
1,386

 
1,519

Net loans recovered (charged off)
 
747

 
1,162

 
(6,063
)
 
(7,459
)
 
(22,472
)
Provision for loan losses
 
1,804

 
(106
)
 
7,907

 
17,562

 
30,104

Ending balance
 
$
248,710

 
$
246,159

 
$
245,103

 
$
243,259

 
$
233,156

Accrual for off-balance sheet credit losses:
 
 
 
 
 
 
 
 
 
 

Beginning balance
 
$
11,244

 
$
11,138

 
$
9,045

 
$
6,607

 
$
1,711

Provision for off-balance sheet credit losses
 
(1,804
)
 
106

 
2,093

 
2,438

 
4,896

Ending balance
 
$
9,440

 
$
11,244

 
$
11,138

 
$
9,045

 
$
6,607

Total combined provision for credit losses
 
$
—

 
$
—

 
$
10,000

 
$
20,000

 
$
35,000

Allowance for loan losses to loans outstanding at period-end
 
1.46
 %
 
1.45
 %
 
1.49
%
 
1.48
%
 
1.46
%
Net charge-offs (recoveries) (annualized) to average loans
 
(0.02
)%
 
(0.03
)%
 
0.15
%
 
0.18
%
 
0.56
%
Total provision for credit losses (annualized) to average loans
 
—
 %
 
—
 %
 
0.24
%
 
0.49
%
 
0.88
%
Recoveries to gross charge-offs
 
134.70
 %
 
170.38
 %
 
25.16
%
 
15.67
%
 
6.33
%
Accrual for off-balance sheet credit losses to off-balance sheet credit commitments
 
0.09
 %
 
0.11
 %
 
0.12
%
 
0.10
%
 
0.07
%
Combined allowance for credit losses to loans outstanding at period-end
 
1.52
 %
 
1.52
 %
 
1.56
%
 
1.54
%
 
1.50
%
Allowance for Loan Losses

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

Loans are considered to be impaired when it is probable that we will not collect all amounts due according to the contractual terms of the loan agreement. This includes all nonaccruing loans, all loans modified in troubled debt restructurings and all government guaranteed loans repurchased from GNMA pools. A specific allowance is required when the outstanding principal balance of the loan is not supported by either the discounted cash flows expected to be received from the borrower or the fair value of collateral for collateral dependent loans. At March 31, 2017, impaired loans totaled $402 million, including $52 million with specific allowances of $3.5 million and $350 million with no specific allowances. At December 31, 2016, impaired loans totaled $419 million, including $11 million of impaired loans with specific allowances of $843 thousand and $407 million with no specific allowances.

- 28 -


Risk grading guidelines in the Office of the Comptroller of the Currency ("OCC") Oil and Gas Lending Handbook updated at the beginning of 2016, heavily weight the ability to repay total borrower debt, regardless of collateral position. This change in grading methodology has increased loans especially mentioned, potential problem loans and nonaccrual loans. Because substantially all of our energy portfolio is supported by senior lien positions that, in general, have substantially lower loss exposure, the historical relationship between loan classification and loss exposure may be more difficult to correlate. The most recently completed energy portfolio redetermination supported that $58 million of impaired energy loans required no allowance for credit losses based on the adequacy of collateral. In addition, $77 million of impaired energy loans are current on all payments due.

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

The aggregate amount of general allowances for all unimpaired loans totaled $218 million at March 31, 2017, an increase of $770 thousand over December 31, 2016. The general allowance attributed to the commercial real estate loan segment increased by $7.6 million, offset by a $5.3 million decrease in the general allowance attributed to the commercial loan segment and a $1.5 million decrease in the general allowance attributed to the personal loan segment.

Nonspecific allowances are maintained for risks beyond factors specific to a particular portfolio segment or loan class. These factors include trends in the economy in our primary lending areas, concentrations in loans with large balances and other relevant factors. Nonspecific allowances totaled $27 million at March 31, 2017 compared to $28 million at December 31, 2016. The nonspecific allowance includes consideration of the indirect impact of the prolonged low energy price environment on the broader economies within our geographical footprint that are highly dependent on the energy industry.

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

Our loan monitoring process also identified certain accruing substandard loans that possess more than the normal amount of risk due to deterioration in the financial condition of the borrower or the value of the collateral. Because the borrowers are still performing in accordance with the original terms of the loan agreements, and no loss of principal or interest is anticipated, these loans were not included in nonperforming assets. Known information does, however, cause management concern as to the borrowers’ ability to comply with current repayment terms. These potential problem loans totaled $413 million at March 31, 2017, primarily composed of $294 million or 12 percent of energy loans, $32 million or 1 percent of healthcare sector loans, $31 million or 1 percent of service sector loans, $31 million or 6 percent of manufacturing sector loans and $13 million or 1 percent of wholesale/retail sector loans. Potential problem loans totaled $399 million at December 31, 2016.

Based on regulatory guidelines, other loans especially mentioned are in compliance with the original terms of the agreement but may have a weakness that deserves management's close attention. Other loans especially mentioned totaled $233 million at March 31, 2017 and were composed primarily of $144 million or 6 percent of outstanding energy loans, $36 million or 2 percent of outstanding healthcare loans, $22 million or 1 percent of outstanding wholesale/retail sector loans and $13.9 million or less than 1 percent of outstanding services loans. Other loans especially mentioned totaled $230 million at December 31, 2016.

We updated our semi-annual energy loan portfolio stress test at December 31, 2016 to estimate how the energy portfolio may respond in a prolonged low-price environment. Stress test assumptions include a starting price of $2.00 per million BTUs for natural gas and $37.50 per barrel of oil, gradually escalating over seven years to a maximum of $3.00 and $55.00, respectively. The results of the stress test are factored into our expectation that the loan loss provision could range from $15 million to $20 million for 2017. This expectation is based upon current observed conditions. The portion of the combined allowance for credit losses attributable to the energy portfolio totaled 3.37% of outstanding energy loans at March 31, 2017, compared to 3.68% of outstanding energy loans at December 31, 2016.

- 29 -


Net Loans Charged Off

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

BOK Financial had net recoveries of $747 thousand in the first quarter of 2017, compared to net recoveries of $1.2 million in the fourth quarter of 2016 and net loans charged off of $22.5 million in the first quarter of 2016. The ratio of net loans charged off to average loans on an annualized basis was (0.02) percent for the first quarter of 2017, compared with (0.03) percent for the fourth quarter of 2016 and 0.56 percent for the first quarter of 2016. 

Net recoveries of commercial loans were $758 thousand in the first quarter of 2017, compared to net recoveries of $758 thousand in the fourth quarter of 2016. Net commercial real estate loan recoveries were $735 thousand in the first quarter of 2017, compared to net recoveries of $395 thousand in the fourth quarter of 2016. Net charge-offs of residential mortgage loans were $8 thousand and net charge-offs of personal loans were $738 thousand for the first quarter. Personal loan net charge-offs include deposit account overdraft losses. 


- 30 -


Nonperforming Assets

Table 19 -- Nonperforming Assets
(In thousands)
 
 
March 31, 2017
 
Dec. 31, 2016
 
Sept. 30, 2016
 
June 30, 2016
 
March 31, 2016
Nonaccruing loans:
 
 
 
 
 
 
 
 
 
 
Commercial
 
$
156,825

 
$
178,953

 
$
176,464

 
$
181,989

 
$
174,652

Commercial real estate
 
4,475

 
5,521

 
7,350

 
7,780

 
9,270

Residential mortgage
 
46,081

 
46,220

 
52,452

 
57,061

 
57,577

Personal
 
235

 
290

 
686

 
354

 
331

Total nonaccruing loans
 
207,616

 
230,984

 
236,952

 
247,184

 
241,830

Accruing renegotiated loans guaranteed by U.S. government agencies
 
83,577

 
81,370

 
80,306

 
78,806

 
77,597

Real estate and other repossessed assets
 
42,726

 
44,287

 
31,941

 
24,054

 
29,896

Total nonperforming assets
 
$
333,919

 
$
356,641

 
$
349,199

 
$
350,044

 
$
349,323

Total nonperforming assets excluding those guaranteed by U.S. government agencies
 
$
240,234

 
$
263,425

 
$
253,461

 
$
251,497

 
$
252,176

 
 
 
 
 
 
 
 
 
 
 
Nonaccruing loans by loan portfolio segment and class:
 
 
 
 
 
 

 
 

Commercial:
 
 
 
 
 
 
 
 

 
 

Energy
 
$
110,425

 
$
132,499

 
$
142,966

 
$
168,145

 
$
159,553

Services
 
7,713

 
8,173

 
8,477

 
9,388

 
9,512

Wholesale / retail
 
11,090

 
11,407

 
2,453

 
2,772

 
3,685

Manufacturing
 
5,907

 
4,931

 
274

 
293

 
312

Healthcare
 
909

 
825

 
855

 
875

 
1,023

Other commercial and industrial
 
20,781

 
21,118

 
21,439

 
516

 
567

Total commercial
 
156,825

 
178,953

 
176,464

 
181,989

 
174,652

 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 
 
 
 
 
 
 

 
 

Residential construction and land development
 
2,616

 
3,433

 
3,739

 
4,261

 
4,789

Retail
 
314

 
326

 
1,249

 
1,265

 
1,302

Office
 
413

 
426

 
882

 
606

 
629

Multifamily
 
24

 
38

 
51

 
65

 
250

Industrial
 
76

 
76

 
76

 
76

 
76

Other commercial real estate
 
1,032

 
1,222

 
1,353

 
1,507

 
2,224

Total commercial real estate
 
4,475

 
5,521

 
7,350

 
7,780

 
9,270

 
 
 
 
 
 
 
 
 
 
 
Residential mortgage:
 
 
 
 
 
 
 
 

 
 

Permanent mortgage
 
24,188

 
22,855

 
25,956

 
27,228

 
27,497

Permanent mortgage guaranteed by U.S. government agencies
 
10,108

 
11,846

 
15,432

 
19,741

 
19,550

Home equity
 
11,785

 
11,519

 
11,064

 
10,092

 
10,530

Total residential mortgage
 
46,081

 
46,220

 
52,452

 
57,061

 
57,577

Personal
 
235

 
290

 
686

 
354

 
331

Total nonaccruing loans
 
$
207,616

 
$
230,984

 
$
236,952

 
$
247,184

 
$
241,830

 
 
 
 
 
 
 
 
 
 
 

- 31 -


 
 
March 31, 2017
 
Dec. 31, 2016
 
Sept. 30, 2016
 
June 30, 2016
 
March 31, 2016
Nonaccruing loans as % of outstanding balance for class:
 
 
 
 
 
 
 
 
 
 
Commercial:
 
 
 
 
 
 
 
 
 
 
Energy
 
4.35
%
 
5.30
%
 
5.67
%
 
5.97
%
 
5.27
%
Services
 
0.26
%
 
0.26
%
 
0.29
%
 
0.33
%
 
0.35
%
Wholesale / retail
 
0.74
%
 
0.72
%
 
0.15
%
 
0.18
%
 
0.25
%
Manufacturing
 
1.09
%
 
0.96
%
 
0.05
%
 
0.05
%
 
0.05
%
Healthcare
 
0.04
%
 
0.04
%
 
0.04
%
 
0.04
%
 
0.05
%
Other commercial and industrial
 
4.50
%
 
4.31
%
 
4.50
%
 
0.10
%
 
0.12
%
Total commercial
 
1.52
%
 
1.72
%
 
1.74
%
 
1.76
%
 
1.70
%
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 
 
 
 
 
 
 
 
 
Residential construction and land development
 
1.92
%
 
2.53
%
 
2.34
%
 
2.70
%
 
2.79
%
Retail
 
0.04
%
 
0.04
%
 
0.16
%
 
0.16
%
 
0.16
%
Office
 
0.05
%
 
0.05
%
 
0.12
%
 
0.08
%
 
0.09
%
Multifamily
 
—
%
 
—
%
 
0.01
%
 
0.01
%
 
0.03
%
Industrial
 
0.01
%
 
0.01
%
 
0.01
%
 
0.01
%
 
0.01
%
Other commercial real estate
 
0.31
%
 
0.36
%
 
0.37
%
 
0.35
%
 
0.56
%
Total commercial real estate
 
0.12
%
 
0.14
%
 
0.19
%
 
0.22
%
 
0.28
%
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage:
 
 
 
 
 
 
 
 
 
 
Permanent mortgage
 
2.47
%
 
2.27
%
 
2.68
%
 
2.81
%
 
2.90
%
Permanent mortgage guaranteed by U.S. government agencies
 
4.95
%
 
5.94
%
 
8.11
%
 
10.24
%
 
9.91
%
Home equity
 
1.54
%
 
1.55
%
 
1.55
%
 
1.40
%
 
1.46
%
Total residential mortgage
 
2.37
%
 
2.37
%
 
2.80
%
 
3.03
%
 
3.08
%
Personal
 
0.03
%
 
0.03
%
 
0.10
%
 
0.06
%
 
0.07
%
Total nonaccruing loans
 
1.22
%
 
1.36
%
 
1.44
%
 
1.51
%
 
1.51
%
 
 
 
 
 
 
 
 
 
 
 
Ratios:
 
 
 
 
 
 
 
 

 
 

Allowance for loan losses to nonaccruing loans1
 
125.92
%
 
112.33
%
 
110.65
%
 
106.95
%
 
104.89
%
Accruing loans 90 days or more past due1
 
$
95

 
$
5

 
$
3,839

 
$
2,899

 
$
8,019

1 
Excludes residential mortgages guaranteed by agencies of the U.S. Government.

Nonperforming assets totaled $334 million or 1.96 percent of outstanding loans and repossessed assets at March 31, 2017. Nonaccruing loans totaled $208 million, accruing renegotiated residential mortgage loans totaled $84 million and real estate and other repossessed assets totaled $43 million. All accruing renegotiated residential mortgage loans and $10 million of nonaccruing loans are guaranteed by U.S. government agencies. Excluding assets guaranteed by U.S. government agencies, nonperforming assets decreased $23 million during the first quarter primarily due to a decrease in nonaccruing energy loans. The Company generally retains nonperforming assets to maximize potential recovery which may cause future nonperforming assets to decrease more slowly.


- 32 -


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

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

A rollforward of nonperforming assets for the three months ended March 31, 2017 follows in Table 20.

Table 20 -- Rollforward of Nonperforming Assets
(In thousands)
 
 
Three Months Ended
 
 
March 31, 2017
 
 
 
Nonaccruing Loans
 
 
Renegotiated Loans
 
Real Estate and Other Repossessed Assets
 
Total Nonperforming Assets
Balance, Dec. 31, 2016
 
$
230,984

 
$
81,370

 
$
44,287

 
$
356,641

Additions
 
22,964

 
11,322

 
—

 
34,286

Payments
 
(34,932
)
 
(953
)
 
—

 
(35,885
)
Charge-offs
 
(2,153
)
 
—

 
—

 
(2,153
)
Net gains and write-downs
 
—

 
—

 
(90
)
 
(90
)
Foreclosure of nonperforming loans
 
(909
)
 
—

 
909

 
—

Foreclosure of loans guaranteed by U.S. government agencies
 
(2,400
)
 
(1,538
)
 
—

 
(3,938
)
Proceeds from sales
 
—

 
(6,744
)
 
(1,873
)
 
(8,617
)
Net transfers to nonaccruing loans
 
—

 
—

 
—

 
—

Return to accrual status
 
(5,938
)
 
—

 
—

 
(5,938
)
Other, net
 
—

 
120

 
(507
)
 
(387
)
Balance, March 31, 2017
 
$
207,616

 
$
83,577

 
$
42,726

 
$
333,919

 
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 minimal. These properties will be conveyed to the agencies once applicable criteria have been met. 
Commercial

Nonaccruing commercial loans totaled $157 million or 1.52 percent of total commercial loans at March 31, 2017 and $179 million or 1.72 percent of commercial loans at December 31, 2016. There were $16 million in newly identified nonaccruing commercial loans during the quarter, offset by $32 million in payments, $5.9 million of loans returned to accruing status and $424 thousand of charge-offs. Newly identified nonaccruing commercial loans were primarily other commercial and industrial loans and energy loans.

- 33 -


Nonaccruing commercial loans at March 31, 2017 were primarily composed of $110 million or 4.35 percent of total energy loans, $21 million or 4.50 percent of total other commercial and industrial sector loans and $11 million or 0.74 percent of wholesale/retail sector loans.
Commercial Real Estate

Nonaccruing commercial real estate loans totaled $4.5 million or 0.12 percent of outstanding commercial real estate loans at March 31, 2017, compared to $5.5 million or 0.14 percent of outstanding commercial real estate loans at December 31, 2016. Newly identified nonaccruing commercial real estate loans of $502 thousand were offset by $1.5 million of cash payments received. There were no charge-offs or foreclosures of nonaccruing commercial real estate loans during the first quarter.

Nonaccruing commercial real estate loans were primarily composed of $2.6 million or 1.92 percent of residential construction and land development loans.

Residential Mortgage and Personal

Nonaccruing residential mortgage loans totaled $46 million or 2.37 percent of outstanding residential mortgage loans at March 31, 2017, unchanged compared to December 31, 2016. Newly identified nonaccruing residential mortgage loans totaling $4.9 million were offset by $3.3 million of foreclosures, $1.5 million of payments and $236 thousand of loans charged off during the quarter. 

Nonaccruing residential mortgage loans primarily consist of non-guaranteed permanent residential mortgage loans which totaled $24 million or 2.47 percent of outstanding non-guaranteed permanent residential mortgage loans at March 31, 2017. Nonaccruing home equity loans totaled $12 million or 1.54 percent of total home equity loans.

Payments of accruing residential mortgage loans and personal loans may be delinquent. The composition of residential mortgage loans and personal loans past due but still accruing is included in the following Table 21. Substantially all non-guaranteed residential loans past due 90 days or more are nonaccruing. Residential mortgage loans 30 to 59 days past due increased $1.2 million in the first quarter to $6.7 million at March 31, 2017 and residential mortgage loans 60 to 89 days past due decreased by $1.4 million. Personal loans past due 30 to 59 days decreased by $159 thousand compared to December 31, 2016 and personal loans 60 to 89 days decreased $158 thousand.

Table 21 -- Residential Mortgage and Personal Loans Past Due
(In thousands)
 
 
March 31, 2017
 
December 31, 2016
 
 
90 Days or More
 
60 to 89 Days
 
30 to 59 Days
 
90 Days or More
 
60 to 89 Days
 
30 to 59 Days
Residential mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
   Permanent mortgage1
 
$
—

 
$
—

 
$
5,364

 
$
—

 
$
1,280

 
$
3,299

Home equity
 
9

 
266

 
1,376

 
—

 
337

 
2,276

Total residential mortgage
 
$
9

 
$
266

 
$
6,740

 
—

 
$
1,617

 
$
5,575

 
 
 

 
 
 
 

 
 

 
 
 
 

Personal
 
$
37

 
$
105

 
$
430

 
$
5

 
$
263

 
$
589

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

Real Estate and Other Repossessed Assets

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

Real estate and other repossessed assets totaled $43 million at March 31, 2017, a decrease of $1.6 million compared to December 31, 2016. The distribution of real estate and other repossessed assets attributed by geographical market is included in Table 22 following.


- 34 -


Table 22 -- Real Estate and Other Repossessed Assets by Collateral Location
(In thousands)
 
 
Oklahoma
 
Texas
 
Colorado
 
Arkansas
 
New
Mexico
 
Arizona
 
Kansas/
Missouri
 
Other
 
Total
1-4 family residential properties
 
$
3,993

 
$
335

 
$
—

 
$
479

 
$
1,921

 
$
762

 
$
203

 
$
413

 
$
8,106

Developed commercial real estate properties
 
64

 
—

 
2,637

 
—

 
234

 
198

 
1,296

 
—

 
4,429

Undeveloped land
 
1,350

 
1,300

 
—

 
—

 
—

 
153

 
1,197

 
—

 
4,000

Residential land development properties
 
18

 
—

 
210

 
—

 
—

 
493

 
2

 
—

 
723

Oil and gas properties
 
—

 
25,416

 


 


 


 


 
—

 
—

 
25,416

Other
 
32

 
10

 
—

 
—

 
8

 
—

 
—

 
—

 
50

Total real estate and other repossessed assets
 
$
5,457

 
$
27,061

 
$
2,847

 
$
479

 
$
2,163

 
$
1,606

 
$
2,698

 
$
413

 
$
42,724


Undeveloped land is primarily zoned for commercial development. Developed commercial real estate properties are primarily completed with no additional construction necessary for sale.
Liquidity and Capital

Subsidiary Bank

Deposits and borrowed funds are the primary sources of liquidity for BOKF, NA, the wholly owned subsidiary bank of BOK Financial. Based on the average balances for the first quarter of 2017, approximately 68 percent of our funding was provided by deposit accounts, 19 percent from borrowed funds, less than 1 percent is from long-term subordinated debt and 10 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.

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

Average deposits for the first quarter of 2017 totaled $22.4 billion and represented approximately 68 percent of total liabilities and capital, up from $21.7 billion and 66 percent of total liabilities and capital for the fourth quarter of 2016. Average deposits increased $666 million from the fourth quarter of 2016, including $390 million related to the impact of a full quarter of deposits from the Mobank acquisition. Excluding this impact, interest-bearing transaction account balances grew by $402 million and time deposit balances were up $63 million. This growth was partially offset by a $201 million decrease in demand deposit balances. A summary of average deposit balances by our lines of business follows in Table 23. The discussion following by line of business excludes the impact of allocating Mobank's deposits among the segments during first quarter of 2017.

- 35 -


Table 23 - Average Deposits by Line of Business
(In thousands)
 
Three Months Ended
 
March 31, 2017
 
Dec. 31, 2016
 
Sept. 30, 2016
 
June 30, 2016
 
March 31, 2016
Commercial Banking
$
8,631,724

 
$
8,543,532

 
$
8,317,341

 
$
8,403,408

 
$
8,457,750

Consumer Banking
6,581,446

 
6,659,380

 
6,660,514

 
6,634,362

 
6,575,893

Wealth Management
5,582,554

 
5,333,095

 
4,913,409

 
4,521,031

 
4,696,013

Subtotal
20,795,724

 
20,536,007

 
19,891,264

 
19,558,801

 
19,729,656

Funds Management and other
1,573,698

 
1,167,409

 
873,750

 
908,931

 
896,965

Total
$
22,369,422

 
$
21,703,416

 
$
20,765,014

 
$
20,467,732

 
$
20,626,621


Average Commercial Banking deposit balances decreased by $120 million compared to the fourth quarter of 2016. Average demand deposit balances were down $87 million and average balances of interest-bearing transaction accounts decreased $40 million. Average deposit balances attributed to energy customers grew by $97 million and balances attributed to small business customers increased by $51 million. This growth was offset by a $93 million decrease in balances attributed to commercial and industrial customers, a $70 million decrease in balances attributed to treasury services customers and a $45 million decrease in commercial real estate customer balances. Commercial customers continue to retain large cash reserves primarily due to low yields available on other high quality investment alternatives and 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 account balances may decrease as short-term interest rates rise and commercial customers redeploy cash to better yielding investment alternatives.

Average Consumer Banking deposit balances decreased by $108 million. Demand deposit balances decreased by $79 million and time deposit balances decreased by $38 million. These decreases were partially offset by a $14 million increase in saving account balances. Growth in Consumer Banking deposits includes escrow funds associated with mortgage loan servicing. These deposits tend to grow throughout the year and are largely disbursed near year end.

Average Wealth Management deposits grew by $216 million over the fourth quarter of 2016, primarily due to a $166 million increase in interest-bearing transaction account balances and an $84 million increase in time deposit balances, partially offset by a $37 million decrease in demand deposit balances.

Average deposits attributed to Funds Management and Other increased $288 million, excluding Mobank. Average time deposits for the first quarter of 2017 included $483 million of brokered deposits, an increase of $103 million over the fourth quarter of 2016. Average interest-bearing transaction accounts for the first quarter included $1.3 billion of brokered deposits, an increase of $359 million over the fourth quarter of 2016.

The distribution of our period end deposit account balances among principal markets follows in Table 24.


- 36 -


Table 24 -- Period End Deposits by Principal Market Area
(In thousands)
 
 
March 31, 2017
 
Dec. 31, 2016
 
Sept. 30, 2016
 
June 30, 2016
 
March 31, 2016
Bank of Oklahoma:
 
 
 
 
 
 
 
 
 
 
Demand
 
$
4,320,666

 
$
3,993,170

 
$
4,158,273

 
$
4,020,181

 
$
3,813,128

Interest-bearing:
 
 
 
 
 
 
 
 
 
 
Transaction
 
6,114,288

 
6,345,536

 
5,701,983

 
5,741,302

 
5,706,067

Savings
 
265,014

 
241,696

 
242,959

 
247,984

 
246,122

Time
 
1,189,144

 
1,118,355

 
1,091,464

 
1,167,271

 
1,198,022

Total interest-bearing
 
7,568,446

 
7,705,587

 
7,036,406

 
7,156,557

 
7,150,211

Total Bank of Oklahoma
 
11,889,112

 
11,698,757

 
11,194,679

 
11,176,738

 
10,963,339

 
 
 
 
 
 
 
 
 
 
 
Bank of Texas:
 
 
 
 
 
 
 
 
 
 
Demand
 
3,091,258

 
3,137,009

 
2,734,981

 
2,677,253

 
2,571,883

Interest-bearing:
 
 
 
 
 
 
 
 
 
 
Transaction
 
2,317,576

 
2,388,812

 
2,240,040

 
2,035,634

 
2,106,905

Savings
 
89,640

 
83,101

 
84,642

 
83,862

 
83,263

Time
 
511,037

 
535,642

 
528,380

 
516,231

 
530,657

Total interest-bearing
 
2,918,253

 
3,007,555

 
2,853,062

 
2,635,727

 
2,720,825

Total Bank of Texas
 
6,009,511

 
6,144,564

 
5,588,043

 
5,312,980

 
5,292,708

 
 
 
 
 
 
 
 
 
 
 
Bank of Albuquerque:
 
 
 
 
 
 
 
 
 
 
Demand
 
593,117

 
627,979

 
584,681

 
530,853

 
557,200

Interest-bearing:
 
 
 
 
 
 
 
 
 
 
Transaction
 
623,677

 
590,571

 
555,326

 
573,690

 
560,684

Savings
 
53,683

 
49,963

 
54,480

 
49,200

 
47,187

Time
 
233,506

 
238,408

 
244,706

 
250,068

 
259,630

Total interest-bearing
 
910,866

 
878,942

 
854,512

 
872,958

 
867,501

Total Bank of Albuquerque
 
1,503,983

 
1,506,921

 
1,439,193

 
1,403,811

 
1,424,701

 
 
 
 
 
 
 
 
 
 
 
Bank of Arkansas:
 
 
 
 
 
 
 
 
 
 
Demand
 
42,622

 
26,389

 
32,203

 
30,607

 
31,318

Interest-bearing:
 
 
 
 
 
 
 
 
 
 
Transaction
 
106,804

 
105,232

 
313,480

 
278,335

 
265,803

Savings
 
2,304

 
2,192

 
2,051

 
1,853

 
1,929

Time
 
15,067

 
16,696

 
17,534

 
18,911

 
21,035

Total interest-bearing
 
124,175

 
124,120

 
333,065

 
299,099

 
288,767

Total Bank of Arkansas
 
166,797

 
150,509

 
365,268

 
329,706

 
320,085

 
 
 
 
 
 
 
 
 
 
 
Colorado State Bank & Trust:
 
 
 
 
 
 
 
 
 
 
Demand
 
601,778

 
576,000

 
517,063

 
528,124

 
413,506

Interest-bearing:
 
 
 
 
 
 
 
 
 
 
Transaction
 
610,510

 
616,679

 
623,055

 
625,240

 
610,077

Savings
 
37,801

 
32,866

 
31,613

 
31,509

 
33,108

Time
 
234,740

 
242,782

 
247,667

 
254,164

 
271,475

Total interest-bearing
 
883,051

 
892,327

 
902,335

 
910,913

 
914,660

Total Colorado State Bank & Trust
 
1,484,829

 
1,468,327

 
1,419,398

 
1,439,037

 
1,328,166

 
 
 
 
 
 
 
 
 
 
 

- 37 -


 
 
March 31, 2017
 
Dec. 31, 2016
 
Sept. 30, 2016
 
June 30, 2016
 
March 31, 2016
Bank of Arizona:
 
 
 
 
 
 
 
 
 
 
Demand
 
342,854

 
366,755

 
418,718

 
396,837

 
341,828

Interest-bearing:
 
 
 
 
 
 
 
 
 
 
Transaction
 
180,254

 
305,099

 
303,750

 
302,297

 
313,825

Savings
 
3,858

 
2,973

 
2,959

 
3,198

 
3,277

Time
 
26,112

 
27,765

 
27,935

 
28,681

 
29,053

Total interest-bearing
 
210,224

 
335,837

 
334,644

 
334,176

 
346,155

Total Bank of Arizona
 
553,078

 
702,592

 
753,362

 
731,013

 
687,983

 
 
 
 
 
 
 
 
 
 
 
Mobank:
 
 
 
 
 
 
 
 
 
 
Demand
 
514,278

 
508,418

 
235,445

 
240,755

 
221,812

Interest-bearing:
 
 
 
 
 
 
 
 
 
 
Transaction
 
406,105

 
513,176

 
86,526

 
112,371

 
146,405

Savings
 
13,424

 
12,679

 
1,645

 
1,656

 
1,619

Time
 
34,242

 
42,152

 
11,945

 
11,735

 
31,502

Total interest-bearing
 
453,771

 
568,007

 
100,116

 
125,762

 
179,526

Total Mobank
 
968,049

 
1,076,425

 
335,561

 
366,517

 
401,338

Total BOK Financial deposits
 
$
22,575,359

 
$
22,748,095

 
$
21,095,504

 
$
20,759,802

 
$
20,418,320


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. There were no wholesale federal funds purchased outstanding at March 31, 2017. Securities repurchase agreements generally mature within 90 days and are secured by certain available for sale securities. Federal Home Loan Bank borrowings are generally short term and are secured by a blanket pledge of eligible collateral (generally unencumbered U.S. Treasury and 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 $5.7 billion during the quarter, compared to $6.0 billion in the fourth quarter of 2016.

At March 31, 2017, the estimated unused credit available to BOKF, NA from collateralized sources was approximately $6.2 billion.

A summary of other borrowings for BOK Financial on a consolidated basis follows in Table 25.


- 38 -


Table 25 -- Borrowed Funds
(In thousands)
 
 
 
 
Three Months Ended
March 31, 2017
 
 
 
Three Months Ended
December 31, 2016
 
 
Mar 31,
2017
 
Average
Balance
During the
Quarter
 
Rate
 
Maximum
Outstanding
At Any Month
End During
the Quarter
 
Dec 31,
2016
 
Average
Balance
During the
Quarter
 
Rate
 
Maximum
Outstanding
At Any Month
End During
the Quarter
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Parent Company and Other Non-Bank Subsidiaries:
Trust preferred debt
 
$
7,217

 
$
7,217

 
3.32
%
 
$
7,217

 
$
7,217

 
$
2,432

 
3.27
%
 
$
7,217

Other
 
847

 
913

 
10.83
%
 
$
871

 
1,092

 
1,082

 
10.60
%
 
1,092

Total other borrowings
 
8,064

 
8,130

 
5.64
%
 
 
 
8,309

 
3,514

 
12.57
%
 


Subordinated debentures
 
144,649

 
144,644

 
5.68
%
 
$
144,649

 
144,640

 
144,635

 
5.51
%
 
144,640

Total parent company and other non-bank subsidiaries
 
152,713

 
152,774

 
5.68
%
 
 
 
152,949

 
148,149

 
5.68
%
 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
BOKF, NA:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Funds purchased
 
47,629

 
55,508

 
0.47
%
 
50,154

 
57,929

 
62,004

 
0.28
%
 
57,929

Repurchase agreements
 
508,352

 
523,561

 
0.02
%
 
536,094

 
668,661

 
560,891

 
0.02
%
 
668,661

Other borrowings:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Federal Home Loan Bank advances
 
5,200,000

 
5,691,111

 
0.80
%
 
5,700,000

 
4,800,000

 
6,034,783

 
0.58
%
 
5,900,000

GNMA repurchase liability
 
15,532

 
23,392

 
4.61
%
 
24,139

 
22,471

 
18,168

 
4.60
%
 
22,471

Other
 
15,351

 
15,322

 
2.41
%
 
15,351

 
15,292

 
15,685

 
2.36
%
 
15,797

Total other borrowings
 
5,230,883

 
5,729,825

 
0.82
%
 


 
4,837,763

 
6,068,636

 
0.59
%
 


Total BOKF, NA
 
5,786,864

 
6,308,894

 
0.75
%
 
 
 
5,564,353

 
6,691,531

 
0.55
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Other Borrowed Funds
 
$
5,939,577

 
$
6,461,668

 
0.87
%
 
 
 
$
5,717,302

 
$
6,839,680

 
0.66
%
 
 
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.
Parent Company

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

At March 31, 2017, cash and interest-bearing cash and cash equivalents held by the parent company totaled $147 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 March 31, 2017, based upon the most restrictive limitations as well as management's internal capital policy, the bank could declare up to $292 million of dividends without regulatory approval. Dividend constraints may be alleviated through increases in retained earnings, capital issuances or changes in risk weighted assets. Future losses or increases in required regulatory capital at the bank could affect its ability to pay dividends to the parent company.


- 39 -


Our equity capital at March 31, 2017 was $3.4 billion, an increase of $65 million over December 31, 2016. Net income less cash dividends paid increased equity $60 million during the first quarter of 2017. Accumulated other comprehensive income decreased $5.7 million primarily related to the decrease in net unrealized losses on available for sale securities due to changes in interest rates. Capital is managed to maximize long-term value to the shareholders. Factors considered in managing capital include projections of future earnings, asset growth and acquisition strategies, and regulatory and debt covenant requirements. Capital management may include subordinated debt issuance, share repurchase and stock and cash dividends.

On October 27, 2015, 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 March 31, 2017, a cumulative total of 2,879,243 shares have been repurchased under this authorization. No shares were repurchased in the first quarter of 2017.

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.
Effective January 1, 2015 for BOK Financial, regulatory capital rules establish a 7 percent threshold for the common equity Tier 1 ratio consisting of a minimum level plus capital conservation buffer. The Company has elected to exclude unrealized gains and losses from available for sale securities from its calculation of Tier 1 capital, consistent with the treatment under previous capital rules.

A summary of minimum capital requirements, including capital conservation buffer follows in Table 26. 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.

The capital ratios for BOK Financial on a consolidated basis are presented in Table 26.

Table 26 -- Capital Ratios
 
 
Minimum Capital Requirement
 
Capital Conservation Buffer1
 
Minimum Capital Requirement Including Capital Conservation Buffer
 
March 31, 2017
 
Dec. 31, 2016
 
March 31, 2016
Risk-based capital:
 
 
 
 
 
 
 
 
 
 
 
 
Common equity Tier 1
 
4.50
%
 
2.50
%
 
7.00
%
 
11.60
%
 
11.21
%
 
12.00
%
Tier 1 capital
 
6.00
%
 
2.50
%
 
8.50
%
 
11.60
%
 
11.21
%
 
12.00
%
Total capital
 
8.00
%
 
2.50
%
 
10.50
%
 
13.26
%
 
12.81
%
 
13.21
%
Tier 1 Leverage
 
4.00
%
 
N/A

 
4.00
%
 
8.89
%
 
8.72
%
 
9.12
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Average total equity to average assets
 
 
 
 
 
 
 
10.10
%
 
10.12
%
 
10.55
%
Tangible common equity ratio
 
 
 
 
 
 
 
8.88
%
 
8.61
%
 
9.34
%
1 
Effective January 1, 2016

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


- 40 -


Table 27 -- Non-GAAP Measure
(Dollars in thousands)
 
 
March 31, 2017
 
Dec. 31, 2016
 
Sept. 30, 2016
 
June 30, 2016
 
March 31, 2016
Tangible common equity ratio:
 
 
 
 
 
 
 
 
 
 
Total shareholders' equity
 
$
3,341,744

 
$
3,274,854

 
$
3,398,311

 
$
3,368,833

 
$
3,321,555

Less: Goodwill and intangible assets, net
 
488,294

 
495,830

 
424,716

 
426,111

 
428,733

Tangible common equity
 
2,853,450

 
2,779,024

 
2,973,595

 
2,942,722

 
2,892,822

Total assets
 
32,628,932

 
32,772,281

 
32,779,231

 
31,970,450

 
31,413,945

Less: Goodwill and intangible assets, net
 
488,294

 
495,830

 
424,716

 
426,111

 
428,733

Tangible assets
 
$
32,140,638

 
$
32,276,451

 
$
32,354,515

 
$
31,544,339

 
$
30,985,212

Tangible common equity ratio
 
8.88
%
 
8.61
%
 
9.19
%
 
9.33
%
 
9.34
%

On October 20, 2016, BOK Financial published the results of its annual capital stress test. In accordance with the Dodd-Frank Act, the Federal Reserve must publish regulations that require bank holding companies with $10 billion to $50 billion in assets to perform annual capital stress tests. The Dodd-Frank Act Stress Test ("DFAST") is a forward-looking exercise under which the Company and its banking subsidiary estimate the impact of a hypothetical severely adverse macroeconomic scenario provided by the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency on its financial condition and regulatory capital ratios over a nine-quarter time horizon. Under the scenario provided by the regulatory agencies, all capital ratio measures remain above minimum regulatory thresholds. Additional information concerning the annual stress test may be found on the Company's Investor Relations page at www.bokf.com under the "Presentations" tab. The results of subsequent capital stress tests may alter the Company's future capital management plans.

Off-Balance Sheet Arrangements

See Note 7 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 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 unpledged 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. Compliance is reviewed monthly. Deviations from the Board approved limits require Board escalation and approval.

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


- 41 -


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. While the current internal policy limit for net interest revenue variation is a maximum decline of 5% due to a 200 basis point change in market interest rates over twelve months, the results of a 200 basis point decrease in interest rates in the current low-rate environment are not meaningful. We report the effect of a 50 basis point decrease in the interim.

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

Table 28 -- Interest Rate Sensitivity
(Dollars in thousands)
 
 
200 bp Increase
 
50 bp Decrease
 
 
March 31,
 
March 31,
 
 
2017
 
2016
 
2017
 
2016
Anticipated impact over the next twelve months on net interest revenue
 
$
(4,411
)
 
$
(2,153
)
 
$
(18,474
)
 
$
(24,184
)
 
 
(0.53
)%
 
(0.28
)%
 
(2.20
)%
 
(3.14
)%

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

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

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


- 42 -


Table 29 -- MSR Asset and Hedge Sensitivity Analysis
(Dollars in thousands)

 
 
Year Ended March 31
 
 
2017
 
2016
 
 
Up 50 bp
 
Down 50 bp
 
Up 50 bp
 
Down 50 bp
Average
 
$
(2,851
)
 
$
(3,314
)
 
$
5,425

 
$
(10,581
)
Low
 
(114
)
 
491

 
12,963

 
1,213

High
 
(5,274
)
 
(6,189
)
 
(1,275
)
 
(23,199
)
Period End
 
(4,423
)
 
(4,504
)
 
(1,275
)
 
(13,920
)

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 30 -- Mortgage Pipeline Sensitivity Analysis
(Dollars in thousands)
 
 
Year Ended March 31
 
 
2017
 
2016
 
 
Up 50 bp
 
Down 50 bp
 
Up 50 bp
 
Down 50 bp
Average
 
$
253

 
$
(1,215
)
 
$
(4,001
)
 
$
(434
)
Low
 
991

 
(398
)
 
(1,427
)
 
1,815

High
 
(456
)
 
(1,787
)
 
(6,326
)
 
(2,953
)
Period End
 
193

 
(1,656
)
 
(6,326
)
 
510


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

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

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

- 43 -


Table 31 -- BOKFS Trading Sensitivity Analysis
(Dollars in thousands)

 
 
Year Ended March 31
 
 
2017
 
2016
 
 
Up 50 bp
 
Down 50 bp
 
Up 50 bp
 
Down 50 bp
Average
 
$
(2,643
)
 
$
2,912

 
$
(2,567
)
 
$
2,312

Low
 
86

 
5,210

 
146

 
5,274

High
 
(4,386
)
 
2

 
(5,607
)
 
(107
)
Period End
 
(3,222
)
 
3,364

 
(3,545
)
 
3,364

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

This report contains forward-looking statements that are based on management’s beliefs, assumptions, current expectations, estimates, and projections about BOK Financial, the financial services industry and the economy in general. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “plans,” “projects,” “will,” “intends,” variations of such words and similar expressions are intended to identify such forward-looking statements. Management judgments relating to and discussion of the provision and allowance for credit losses, allowance for uncertain tax positions, accruals for loss contingencies and valuation of mortgage servicing rights involve judgments as to expected events and are inherently forward-looking statements. Assessments that BOK Financial’s acquisitions and other growth endeavors will be profitable are necessary statements of belief as to the outcome of future events, based in part on information provided by others that BOK Financial has not independently verified. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what is expressed, implied, or forecasted in such forward-looking statements. Internal and external factors that might cause such a difference include, but are not limited to changes in commodity prices, interest rates and interest rate relationships, 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.

- 44 -


     
Consolidated Statements of Earnings (Unaudited)
 
 
 
 
(In thousands, except share and per share data)
 
Three Months Ended
 
 
March 31,
Interest revenue
 
2017
 
2016
Loans
 
$
160,895

 
$
139,112

Residential mortgage loans held for sale
 
1,836

 
2,700

Trading securities
 
5,183

 
524

Investment securities
 
4,171

 
4,387

Available for sale securities
 
43,372

 
45,467

Fair value option securities
 
2,380

 
2,589

Restricted equity securities
 
4,309

 
4,311

Interest-bearing cash and cash equivalents
 
4,244

 
2,706

Total interest revenue
 
226,390

 
201,796

Interest expense
 
 

 
 

Deposits
 
11,354

 
10,542

Borrowed funds
 
11,829

 
7,972

Subordinated debentures
 
2,025

 
710

Total interest expense
 
25,208

 
19,224

Net interest revenue
 
201,182

 
182,572

Provision for credit losses
 
—

 
35,000

Net interest revenue after provision for credit losses
 
201,182

 
147,572

Other operating revenue
 
 

 
 

Brokerage and trading revenue
 
33,623

 
32,341

Transaction card revenue
 
32,127

 
32,354

Fiduciary and asset management revenue
 
38,631

 
32,056

Deposit service charges and fees
 
23,030

 
22,542

Mortgage banking revenue
 
25,191

 
32,100

Other revenue
 
11,752

 
11,904

Total fees and commissions
 
164,354

 
163,297

Other gains, net
 
3,627

 
1,560

Gain (loss) on derivatives, net
 
(450
)
 
7,138

Gain (loss) on fair value option securities, net
 
(1,140
)
 
9,443

Change in fair value of mortgage servicing rights
 
1,856

 
(27,988
)
Gain on available for sale securities, net
 
2,049

 
3,964

Total other operating revenue
 
170,296

 
157,414

Other operating expense
 
 

 
 

Personnel
 
136,425

 
133,562

Business promotion
 
6,717

 
5,696

Professional fees and services
 
12,379

 
11,759

Net occupancy and equipment
 
21,624

 
18,766

Insurance
 
6,404

 
7,265

Data processing and communications
 
33,940

 
32,017

Printing, postage and supplies
 
3,851

 
3,907

Net losses (gains) and operating expenses of repossessed assets
 
1,009

 
1,070

Amortization of intangible assets
 
1,802

 
1,159

Mortgage banking costs
 
13,003

 
12,330

Other expense
 
7,557

 
15,039

Total other operating expense
 
244,711

 
242,570

Net income before taxes
 
126,767

 
62,416

Federal and state income taxes
 
38,103

 
21,428

Net income
 
88,664

 
40,988

Net income (loss) attributable to non-controlling interests
 
308

 
(1,576
)
Net income attributable to BOK Financial Corporation shareholders
 
$
88,356

 
$
42,564

Earnings per share:
 
 

 
 

Basic
 
$
1.35

 
$
0.64

Diluted
 
$
1.35

 
$
0.64

Average shares used in computation:
 
 
 
 
Basic
 
64,715,964

 
65,296,541

Diluted
 
64,783,737

 
65,331,428

Dividends declared per share
 
$
0.44

 
$
0.43


See accompanying notes to consolidated financial statements.

- 45 -


Consolidated Statements of Comprehensive Income (Unaudited)
(In thousands, except share and per share data)
 
 
 
 
 
 
Three Months Ended
 
 
March 31,
 
 
2017
 
2016
Net income
 
$
88,664

 
$
40,988

Other comprehensive income before income taxes:
 
 
 
 
Net change in unrealized gain (loss)
 
11,411

 
121,091

Reclassification adjustments included in earnings:
 
 
 
 
Interest revenue, Investment securities, Taxable securities
 
—

 
(69
)
Gain on available for sale securities, net
 
(2,049
)
 
(3,964
)
Other comprehensive income before income taxes
 
9,362

 
117,058

Federal and state income taxes
 
3,616

 
45,536

Other comprehensive income, net of income taxes
 
5,746


71,522

Comprehensive income
 
94,410

 
112,510

Comprehensive income (loss) attributable to non-controlling interests
 
308

 
(1,576
)
Comprehensive income attributable to BOK Financial Corp. shareholders
 
$
94,102

 
$
114,086


See accompanying notes to consolidated financial statements.

- 46 -


Consolidated Balance Sheets
(In thousands, except share data)
 
 
Mar. 31, 2017
 
Dec. 31, 2016
 
Mar. 31, 2016
 
 
(Unaudited)
 
(Footnote 1)
 
(Unaudited)
Assets
 
 
 
 
 
 
Cash and due from banks
 
$
546,575

 
$
620,846

 
$
481,510

Interest-bearing cash and cash equivalents
 
2,220,640

 
1,916,651

 
1,831,162

Trading securities
 
677,156

 
337,628

 
279,539

Investment securities (fair value:  March 31, 2017 – $540,663; December 31, 2016 – $565,493 ; March 31, 2016 – $609,743)
 
519,402

 
546,145

 
576,047

Available for sale securities
 
8,437,291

 
8,676,829

 
8,886,036

Fair value option securities
 
441,714

 
77,046

 
418,887

Restricted equity securities
 
283,936

 
307,240

 
314,590

Residential mortgage loans held for sale
 
248,707

 
301,897

 
332,040

Loans
 
16,991,906

 
16,989,660

 
16,022,566

Allowance for loan losses
 
(248,710
)
 
(246,159
)
 
(233,156
)
Loans, net of allowance
 
16,743,196

 
16,743,501

 
15,789,410

Premises and equipment, net
 
325,546

 
325,849

 
311,161

Receivables
 
394,394

 
772,952

 
167,209

Goodwill
 
445,738

 
448,899

 
383,789

Intangible assets, net
 
42,556

 
46,931

 
44,944

Mortgage servicing rights
 
249,403

 
247,073

 
196,055

Real estate and other repossessed assets, net of allowance (March 31, 2017 – $9,065; December 31, 2016 – $9,562; March 31, 2016 – $11,913)
 
42,726

 
44,287

 
29,896

Derivative contracts, net
 
304,727

 
689,872

 
790,146

Cash surrender value of bank-owned life insurance
 
310,537

 
308,430

 
305,510

Receivable on unsettled securities sales
 
9,921

 
7,188

 
5,640

Other assets
 
384,767

 
353,017

 
270,374

Total assets
 
$
32,628,932

 
$
32,772,281

 
$
31,413,945

 
 
 
 
 
 
 
Liabilities and Equity
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
Noninterest-bearing demand deposits
 
$
9,506,573

 
$
9,235,720

 
$
7,950,675

Interest-bearing deposits:
 
 

 
 

 
 

Transaction
 
10,359,214

 
10,865,105

 
9,709,766

Savings
 
465,724

 
425,470

 
416,505

Time
 
2,243,848

 
2,221,800

 
2,341,374

Total deposits
 
22,575,359

 
22,748,095

 
20,418,320

Funds purchased
 
47,629

 
57,929

 
62,755

Repurchase agreements
 
508,352

 
668,661

 
630,101

Other borrowings
 
5,238,947

 
4,846,072

 
5,633,862

Subordinated debentures
 
144,649

 
144,640

 
226,385

Accrued interest, taxes and expense
 
140,235

 
146,704

 
148,711

Derivative contracts, net
 
276,422

 
664,531

 
705,578

Due on unsettled securities purchases
 
137,069

 
6,508

 
19,508

Other liabilities
 
189,376

 
182,784

 
212,460

Total liabilities
 
29,258,038

 
29,465,924

 
28,057,680

Shareholders' equity:
 
 

 
 

 
 

Common stock ($.00006 par value; 2,500,000,000 shares authorized; shares issued and outstanding: March 31, 2017 – 75,080,768; December 31, 2016 – 74,993,407; March 31, 2016 – 74,800,772)
 
4

 
4

 
4

Capital surplus
 
1,009,360

 
1,006,535

 
987,046

Retained earnings
 
2,883,042

 
2,823,334

 
2,718,301

Treasury stock (shares at cost:  March 31, 2017 – 9,672,749; December 31, 2016 – 9,655,975;  March 31, 2016 – 8,645,669)
 
(545,441
)
 
(544,052
)
 
(476,905
)
Accumulated other comprehensive income (loss)
 
(5,221
)
 
(10,967
)
 
93,109

Total shareholders’ equity
 
3,341,744

 
3,274,854

 
3,321,555

Non-controlling interests
 
29,150

 
31,503

 
34,710

Total equity
 
3,370,894

 
3,306,357

 
3,356,265

Total liabilities and equity
 
$
32,628,932

 
$
32,772,281

 
$
31,413,945


See accompanying notes to consolidated financial statements.

- 47 -


Consolidated Statements of Changes in Equity (Unaudited)
(In thousands)
 
 
Common Stock
 
Capital
Surplus
 
Retained
Earnings
 
Treasury Stock
 
Accumulated
Other
Comprehensive
Income
 
Total
Shareholders’
Equity
 
Non-
Controlling
Interests
 
Total Equity
 
 
Shares
 
Amount
 
 
 
Shares
 
Amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, Dec. 31, 2015
 
74,530

 
$
4

 
$
982,009

 
$
2,704,121

 
8,636

 
$
(477,165
)
 
$
21,587

 
$
3,230,556

 
$
37,083

 
$
3,267,639

Net income (loss)
 
—

 
—

 
—

 
42,564

 
—

 
—

 
—

 
42,564

 
(1,576
)
 
40,988

Other comprehensive income
 
—

 
—

 
—

 
—

 
—

 
—

 
71,522

 
71,522

 
—

 
71,522

Share-based compensation plans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock options exercised
 
24

 
—

 
1,191

 
—

 
—

 
—

 
—

 
1,191

 
—

 
1,191

Non-vested shares awarded, net
 
247

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Vesting of non-vested shares
 
—

 
—

 
—

 
—

 
10

 
260

 
—

 
260

 
—

 
260

Tax effect from equity compensation, net
 
—

 
—

 
1,816

 
—

 
—

 
—

 
—

 
1,816

 
—

 
1,816

Share-based compensation
 
—

 
—

 
2,030

 
—

 
—

 
—

 
—

 
2,030

 
—

 
2,030

Cash dividends on common stock
 
—

 
—

 
—

 
(28,384
)
 
—

 
—

 
—

 
(28,384
)
 
—

 
(28,384
)
Capital calls and distributions, net
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(797
)
 
(797
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, March 31, 2016
 
74,801

 
$
4

 
$
987,046

 
$
2,718,301

 
8,646

 
$
(476,905
)
 
$
93,109

 
$
3,321,555

 
$
34,710

 
$
3,356,265

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, Dec. 31, 2016
 
74,993

 
$
4

 
$
1,006,535

 
$
2,823,334

 
9,656

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

 
$
31,503

 
$
3,306,357

Net income (loss)
 
—

 
—

 
—

 
88,356

 
—

 
—

 
—

 
88,356

 
308

 
88,664

Other comprehensive income
 
—

 
—

 
—

 
—

 
—

 
—

 
5,746

 
5,746

 
—

 
5,746

Share-based compensation plans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock options exercised
 
27

 
—

 
1,222

 
—

 
—

 
—

 
—

 
1,222

 
—

 
1,222

Non-vested shares awarded, net
 
61

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Vesting of non-vested shares
 
—

 
—

 
—

 
—

 
17

 
(1,389
)
 
—

 
(1,389
)
 
—

 
(1,389
)
Share-based compensation
 
—

 
—

 
1,603

 
—

 
—

 
—

 
—

 
1,603

 
—

 
1,603

Cash dividends on common stock
 
—

 
—

 
—

 
(28,648
)
 
—

 
—

 
—

 
(28,648
)
 
—

 
(28,648
)
Capital calls and distributions, net
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(2,661
)
 
(2,661
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, March 31, 2017
 
75,081

 
$
4

 
$
1,009,360

 
$
2,883,042

 
9,673

 
$
(545,441
)
 
$
(5,221
)
 
$
3,341,744

 
$
29,150

 
$
3,370,894


See accompanying notes to consolidated financial statements.

- 48 -


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

 
Three Months Ended
 
 
March 31,
 
 
2017
 
2016
Cash Flows From Operating Activities:
 
 
 
 
Net income
 
$
88,664

 
$
40,988

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
 

 
 

Provision for credit losses
 
—

 
35,000

Change in fair value of mortgage servicing rights due to market changes
 
(1,856
)
 
27,988

Change in the fair value of mortgage servicing rights due to loan runoff
 
7,962

 
8,144

Net unrealized gains from derivative contracts
 
1,093

 
(13,788
)
Share-based compensation
 
1,603

 
2,030

Depreciation and amortization
 
12,516

 
10,763

Net amortization of securities discounts and premiums
 
8,520

 
11,213

Net realized gains on financial instruments and other net gains
 
(2,308
)
 
(4,035
)
Net gain on mortgage loans held for sale
 
(12,457
)
 
(10,779
)
Mortgage loans originated for sale
 
(711,019
)
 
(1,244,015
)
Proceeds from sale of mortgage loans held for sale
 
772,752

 
1,239,391

Capitalized mortgage servicing rights
 
(8,436
)
 
(13,582
)
Change in trading and fair value option securities
 
(704,860
)
 
(132,436
)
Change in receivables
 
379,310

 
(3,264
)
Change in other assets
 
(6,805
)
 
(841
)
Change in accrued interest, taxes and expense
 
(6,469
)
 
(13,132
)
Change in other liabilities
 
13,059

 
67,409

Net cash provided by (used in) operating activities
 
(168,731
)
 
7,054

Cash Flows From Investing Activities:
 
 

 
 

Proceeds from maturities or redemptions of investment securities
 
39,651

 
32,308

Proceeds from maturities or redemptions of available for sale securities
 
396,410

 
335,565

Purchases of investment securities
 
(14,392
)
 
(12,189
)
Purchases of available for sale securities
 
(391,834
)
 
(536,078
)
Proceeds from sales of available for sale securities
 
240,010

 
469,382

Change in amount receivable on unsettled securities transactions
 
(2,733
)
 
34,553

Loans originated, net of principal collected
 
16,369

 
(92,648
)
Net payments on derivative asset contracts
 
361,996

 
(155,263
)
Acquisitions, net of cash acquired
 
—

 
(7,700
)
Proceeds from disposition of assets
 
103,521

 
38,903

Purchases of assets
 
(62,899
)
 
(75,893
)
Net cash provided by investing activities
 
686,099

 
30,940

Cash Flows From Financing Activities:
 
 

 
 

Net change in demand deposits, transaction deposits and savings accounts
 
(194,784
)
 
(605,148
)
Net change in time deposits
 
22,048

 
(64,690
)
Net change in other borrowed funds
 
191,785

 
246,609

Net proceeds on derivative liability contracts
 
(365,752
)
 
154,506

Net change in derivative margin accounts
 
(42,693
)
 
(75,876
)
Change in amount due on unsettled security transactions
 
130,561

 
2,611

Issuance of common and treasury stock, net
 
(167
)
 
1,451

Dividends paid
 
(28,648
)
 
(28,384
)
Net cash used in financing activities
 
(287,650
)
 
(368,921
)
Net increase (decrease) in cash and cash equivalents
 
229,718

 
(330,927
)
Cash and cash equivalents at beginning of period
 
2,537,497

 
2,643,599

Cash and cash equivalents at end of period
 
$
2,767,215

 
$
2,312,672

 
 
 
 
 
Supplemental Cash Flow Information:
 
 
 
 
Cash paid for interest
 
$
26,057

 
$
19,934

Cash paid for taxes
 
$
2,602

 
$
6,004

Net loans and bank premises transferred to repossessed real estate and other assets
 
$
909

 
$
2,211

Residential mortgage loans guaranteed by U.S. government agencies that became eligible for repurchase during the period
 
$
30,481

 
$
28,594

Conveyance of other real estate owned guaranteed by U.S. government agencies
 
$
11,704

 
$
15,147

See accompanying notes to consolidated financial statements.

- 49 -


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., The Milestone Group, Inc. and Cavanal Hill Investment Management Inc. Operating divisions of the Bank include Bank of Albuquerque, Bank of Arizona, Bank of Arkansas, Bank of Oklahoma, Bank of Texas, Colorado State Bank and Trust, Mobank, 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 2016 Form 10-K filed with the Securities and Exchange Commission, which contains audited financial statements. Amounts presented as of December 31, 2016 have been derived from the audited financial statements included in BOK Financial’s 2016 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 three-month period ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.

Newly Adopted and Pending Accounting Policies

Financial Accounting Standards Board (“FASB”)

FASB Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09")

On May 28, 2014, the FASB issued ASU 2014-09 to clarify the principles for recognizing revenue by providing a more robust framework that will give greater consistency and comparability in revenue recognition practices. In the new framework, an entity recognizes revenue in an amount that reflects the consideration to which the entity expects to be entitled in exchange for goods or services. The new model requires the identification of performance obligations included in contracts with customers, a determination of the transaction price and an allocation of the price to those performance obligations. The entity recognizes revenue when performance obligations are satisfied. ASU 2014-09 is effective for the Company for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Net interest revenue from financial assets and liabilities is explicitly excluded from the scope of ASU 2014-09. Management expects that most fees and commissions revenue will not be affected. The Company continues to evaluate the impact of ASU 2014-09 on Fiduciary and Asset Management Revenue and Transaction Card Revenue, which represents 18% of gross revenue and 39% of fees and commissions revenue for 2016. Timing of revenue recognition and gross versus net presentation may be affected. Management expects to adopt the standard in the first quarter of 2018 with a cumulative effect adjustment to opening retained earnings if such adjustment is significant.

FASB Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ("ASU 2016-08")

On March 17, 2016, the FASB Issued ASU 2016-08 to amend the principal versus agent implementation guidance in ASU 2014-09. The ASU clarifies that an entity should evaluate whether it is the principal or the agent for each specified good or service promised in a contract with a customer. ASU 2016-08 is effective for the Company for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company is evaluating the impact the adoption of ASU 2016-08 will have on the Company's financial statements along with ASU 2014-09.


- 50 -


FASB Accounting Standards Update No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing ("ASU 2016-10")

On April 14, 2016, the FASB issued ASU 2016-10 which amends certain sections of ASU 2014-09 related to identifying performance obligations and licensing implementation. ASU 2016-10 is effective for the Company for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company is evaluating the impact the adoption of ASU 2016-10 will have on the Company's financial statements along with ASU 2014-09.

FASB Accounting Standards Update No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients ("ASU 2016-12")

On May 9, 2016, the FASB issued ASU 2016-12, which amends certain aspects of the Board's new revenue standard, ASU 2014-09. The amendments clarify information regarding collectability, presentation of sales tax and other similar taxes collected from customers, non-cash consideration, contract modifications and completed contracts at transition, and transition disclosures. ASU 2016-12 is effective for the Company for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company is evaluating the impact the adoption of ASU 2016-12 will have on the Company's financial statements along with ASU 2014-09.

FASB Accounting Standards Update No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01")

On January 5, 2016, the FASB issued ASU 2016-01 over the recognition and measurement of financial assets and liabilities. The update requires equity investments, in general, to be measured at fair value with changes in fair value recognized in earnings. It also eliminates the requirement to disclose the methods and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost, requires entities to use the exit price notion when measuring fair value, requires an entity to present separately in other comprehensive income the portion of the total change in fair value of a liability resulting from a change in the instrument-specific credit risk when the fair value option has been elected, requires separate presentation of financial assets and liabilities by measurement category and form on the balance sheet or accompanying notes, clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets, and simplifies the impairment assessment of equity investments without readily determinable fair values. The ASU is effective for the Company for interim and annual periods beginning after December 15, 2017. Upon adoption, unrealized gains and losses from equity securities will be reclassified from other comprehensive income to retained earnings. At March 31, 2017, the Company had $3.1 million of unrealized gains included in accumulated other comprehensive income.

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

On February 25, 2016, the FASB issued ASU 2016-02 to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Lessees will be required to recognize an obligation for future lease payments measured on a discounted basis and a right-of-use asset. The ASU is effective for the Company for interim and annual periods beginning after December 15, 2018 and requires transition through a modified retrospective approach for leases existing at or entered into after January 1, 2017. The Company is evaluating the impact the adoption of ASU 2016-02 will have on the Company's financial statements.

FASB Accounting Standards Update No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09")

On March 30, 2016, the FASB issued ASU 2016-09 to simplify multiple aspects of accounting for employee share-based payment transactions including accounting income taxes, forfeitures, and statutory tax withholding requirements. The ASU became effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods. Implementation of ASU 2016-09 decreased tax expense $3.9 million in the first quarter of 2017.
 

- 51 -


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

On June 16, 2016, the FASB issued ASU 2016-13 in order to provide more timely recording of credit losses on loans and other financial instruments. The ASU adds an impairment model (known as the current expected credit loss ("CECL") model) that is based on expected credit losses rather than incurred credit losses. It requires measurement of all expected credit losses for financial assets carried at amortized cost, including loans and investment securities, based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 also changes the recognition of other-than-temporary impairment of available for sale securities to an allowance methodology from a direct write-down methodology. ASU 2016-13 will be effective for the Company for annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for annual reporting periods beginning after December 15, 2018. ASU 2016-13 will be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company is evaluating the impact the adoption of ASU 2016-13 will have on the Company's financial statements.

FASB Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15")

On August 26, 2016, the FASB issued ASU 2016-15, which amends guidance in ASC 230 on the classification of certain cash receipts and payments in the statement of cash flows. The amendments address eight cash flow issues. ASU 2016-15 is effective for the Company for interim and annual reporting periods beginning after December 15, 2017. Entities generally must apply the guidance retrospectively to all periods presented. Adoption of ASU 2016-15 did not have a material impact on the Company's financial statements.



- 52 -


(2) Securities
Trading Securities
 
The fair value and net unrealized gain (loss) included in trading securities is as follows (in thousands):
 
 
 
March 31, 2017
 
December 31, 2016
 
March 31, 2016
 
 
Fair Value
 
Net Unrealized Gain (Loss)
 
Fair Value
 
Net Unrealized Gain (Loss)
 
Fair
Value
 
Net Unrealized Gain (Loss)
U.S. government agency debentures
 
$
18,365

 
$
(74
)
 
$
6,234

 
$
(4
)
 
$
59,733

 
$
71

U.S. government agency residential mortgage-backed securities
 
578,977

 
1,575

 
310,067

 
635

 
146,896

 
821

Municipal and other tax-exempt securities
 
45,114

 
171

 
14,427

 
50

 
58,797

 
546

Other trading securities
 
34,700

 
36

 
6,900

 
57

 
14,113

 
107

Total trading securities
 
$
677,156

 
$
1,708

 
$
337,628

 
$
738

 
$
279,539

 
$
1,545

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

 
 
March 31, 2017
 
 
Amortized
 
Carrying
 
Fair
 
Gross Unrealized1
 
 
Cost
 
Value
 
Value
 
Gain
 
Loss
Municipal and other tax-exempt
 
$
298,811

 
$
298,811

 
$
301,128

 
$
2,872

 
$
(555
)
U.S. government agency residential mortgage-backed securities – Other
 
19,378

 
19,378

 
19,967

 
669

 
(80
)
Other debt securities
 
201,213

 
201,213

 
219,568

 
19,172

 
(817
)
Total investment securities
 
$
519,402

 
$
519,402

 
$
540,663

 
$
22,713

 
$
(1,452
)
1 
Gross unrealized gains and losses are not recognized in Accumulated Other Comprehensive Income "AOCI" in the Consolidated Balance Sheets.
 
 
December 31, 2016
 
 
Amortized
 
Carrying
 
Fair
 
Gross Unrealized1
 
 
Cost
 
Value
 
Value
 
Gain
 
Loss
Municipal and other tax-exempt
 
$
320,364

 
$
320,364

 
$
321,225

 
$
2,272

 
$
(1,411
)
U.S. government agency residential mortgage-backed securities – Other
 
20,777

 
20,777

 
21,473

 
767

 
(71
)
Other debt securities
 
205,004

 
205,004

 
222,795

 
18,115

 
(324
)
Total investment securities
 
$
546,145

 
$
546,145

 
$
565,493

 
$
21,154

 
$
(1,806
)
1 
Gross unrealized gains and losses are not recognized in AOCI in the Consolidated Balance Sheets.
 
 
March 31, 2016
 
 
Amortized
 
Carrying
 
Fair
 
Gross Unrealized1
 
 
Cost
 
Value
 
Value
 
Gain
 
Loss
Municipal and other tax-exempt
 
$
347,684

 
$
347,684

 
$
352,542

 
$
4,952

 
$
(94
)
U.S. government agency residential mortgage-backed securities – Other
 
25,323

 
25,366

 
26,794

 
1,428

 
—

Other debt securities
 
202,997

 
202,997

 
230,407

 
27,448

 
(38
)
Total investment securities
 
$
576,004

 
$
576,047

 
$
609,743

 
$
33,828

 
$
(132
)
1 
Gross unrealized gains and losses are not recognized in AOCI in the Consolidated Balance Sheets.

- 53 -


The amortized cost and fair values of investment securities at March 31, 2017, 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
Maturity²
Municipal and other tax-exempt:
 
 
 
 
 
 
 
 
 
 
 
 
Carrying value
 
$
89,707

 
$
151,490

 
$
12,314

 
$
45,300

 
$
298,811

 
3.49

Fair value
 
89,749

 
151,869

 
12,699

 
46,811

 
301,128

 
 
Nominal yield¹
 
1.62
%
 
2.16
%
 
4.73
%
 
5.02
%
 
2.54
%
 
 
Other debt securities:
 
 

 
 

 
 

 
 

 
 

 
 
Carrying value
 
14,536

 
45,388

 
125,874

 
15,415

 
201,213

 
6.75

Fair value
 
14,803

 
48,677

 
141,292

 
14,796

 
219,568

 
 
Nominal yield
 
3.74
%
 
4.98
%
 
5.81
%
 
4.46
%
 
5.37
%
 
 
Total fixed maturity securities:
 
 

 
 

 
 

 
 

 
 

 
 
Carrying value
 
$
104,243

 
$
196,878

 
$
138,188

 
$
60,715

 
$
500,024

 
4.80

Fair value
 
104,552

 
200,546

 
153,991

 
61,607

 
520,696

 
 

Nominal yield
 
1.91
%
 
2.81
%
 
5.71
%
 
4.88
%
 
3.68
%
 
 

Residential mortgage-backed securities:
 
 

 
 

 
 

 
 

 
 

 
 

Carrying value
 
 

 
 

 
 

 
 

 
$
19,378

 
³

Fair value
 
 

 
 

 
 

 
 

 
19,967

 
 

Nominal yield4
 
 

 
 

 
 

 
 

 
2.76
%
 
 

Total investment securities:
 
 

 
 

 
 

 
 

 
 

 
 

Carrying value
 
 

 
 

 
 

 
 

 
$
519,402

 
 

Fair value
 
 

 
 

 
 

 
 

 
540,663

 
 

Nominal yield
 
 

 
 

 
 

 
 

 
3.64
%
 
 

1 
Calculated on a taxable equivalent basis using a 39 percent effective tax rate.
2 
Expected maturities may differ from contractual maturities, because borrowers may have the right to call or prepay obligations with or without penalty.
3 
The average expected lives of residential mortgage-backed securities were 4.6 years based upon current prepayment assumptions.
4 
The nominal yield on residential mortgage-backed securities is based upon prepayment assumptions at the purchase date. Actual yields earned may differ significantly based upon actual prepayments. See Quarterly Financial Summary - Unaudited for current yields on the investment securities portfolio.


- 54 -


Available for Sale Securities 

The amortized cost and fair value of available for sale securities are as follows (in thousands):
 
 
March 31, 2017
 
 
Amortized
 
Fair
 
Gross Unrealized1
 
 
 
 
Cost
 
Value
 
Gain
 
Loss
 
OTTI²
U.S. Treasury
 
$
1,000

 
$
999

 
$
—

 
$
(1
)
 
$
—

Municipal and other tax-exempt
 
35,555

 
35,453

 
343

 
(445
)
 
—

Residential mortgage-backed securities:
 
 

 
 

 
 

 
 

 
 

U. S. government agencies:
 
 

 
 

 
 

 
 

 
 

FNMA
 
3,126,933

 
3,126,083

 
26,304

 
(27,154
)
 
—

FHLMC
 
1,401,752

 
1,399,011

 
7,836

 
(10,577
)
 
—

GNMA
 
851,498

 
847,822

 
2,499

 
(6,175
)
 
—

Total U.S. government agencies
 
5,380,183

 
5,372,916

 
36,639

 
(43,906
)
 
—

Private issue:
 
 

 
 

 
 

 
 

 
 

Alt-A loans
 
41,090

 
48,883

 
7,857

 
—

 
(64
)
Jumbo-A loans
 
52,282

 
59,743

 
7,475

 
(14
)
 
—

Total private issue
 
93,372

 
108,626

 
15,332

 
(14
)
 
(64
)
Total residential mortgage-backed securities
 
5,473,555

 
5,481,542

 
51,971

 
(43,920
)
 
(64
)
Commercial mortgage-backed securities guaranteed by U.S. government agencies
 
2,895,258

 
2,877,028

 
4,883

 
(23,113
)
 
—

Other debt securities
 
4,400

 
4,153

 
—

 
(247
)
 
—

Perpetual preferred stock
 
15,562

 
19,272

 
3,710

 
—

 
—

Equity securities and mutual funds
 
17,498

 
18,844

 
1,433

 
(87
)
 
—

Total available for sale securities
 
$
8,442,828

 
$
8,437,291

 
$
62,340

 
$
(67,813
)
 
$
(64
)
1 Gross unrealized gain/loss recognized in AOCI in the consolidated balance sheet.
2 Amounts represent unrealized loss that remains in AOCI after an other-than-temporary credit loss has been recognized in income.

- 55 -


 
 
December 31, 2016
 
 
Amortized
 
Fair
 
Gross Unrealized¹
 
 
 
 
Cost
 
Value
 
Gain
 
Loss
 
OTTI²
U.S. Treasury
 
$
1,000

 
$
999

 
$
—

 
$
(1
)
 
$
—

Municipal and other tax-exempt
 
41,050

 
40,993

 
343

 
(400
)
 
—

Residential mortgage-backed securities:
 
 
 
 

 
 

 
 

 
 

U. S. government agencies:
 
 

 
 

 
 

 
 

 
 

FNMA
 
3,062,525

 
3,055,676

 
25,066

 
(31,915
)
 
—

FHLMC
 
1,534,451

 
1,531,116

 
8,475

 
(11,810
)
 
—

GNMA
 
878,375

 
873,594

 
2,259

 
(7,040
)
 
—

Total U.S. government agencies
 
5,475,351

 
5,460,386

 
35,800

 
(50,765
)
 
—

Private issue:
 
 

 
 

 
 

 
 

 
 

Alt-A loans
 
44,245

 
51,512

 
7,485

 
—

 
(218
)
Jumbo-A loans
 
56,947

 
64,023

 
7,092

 
(16
)
 
—

Total private issue
 
101,192

 
115,535

 
14,577

 
(16
)
 
(218
)
Total residential mortgage-backed securities
 
5,576,543

 
5,575,921

 
50,377

 
(50,781
)
 
(218
)
Commercial mortgage-backed securities guaranteed by U.S. government agencies
 
3,035,750

 
3,017,933

 
5,472

 
(23,289
)
 
—

Other debt securities
 
4,400

 
4,152

 
—

 
(248
)
 
—

Perpetual preferred stock
 
15,561

 
18,474

 
2,913

 
—

 
—

Equity securities and mutual funds
 
17,424

 
18,357

 
1,060

 
(127
)
 
—

Total available for sale securities
 
$
8,691,728

 
$
8,676,829

 
$
60,165

 
$
(74,846
)
 
$
(218
)
1 Gross unrealized gain/loss recognized in AOCI in the consolidated balance sheet.
2 Amounts represent unrealized loss that remains in AOCI after an other-than-temporary credit loss has been recognized in income.

 
 
March 31, 2016
 
 
Amortized
 
Fair
 
Gross Unrealized1
 
 
 
 
Cost
 
Value
 
Gain
 
Loss
 
OTTI²
U.S. Treasury
 
$
1,000

 
$
1,003

 
$
3

 
$
—

 
$
—

Municipal and other tax-exempt
 
51,197

 
51,308

 
814

 
(703
)
 
—

Residential mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
U. S. government agencies:
 
 

 
 

 
 

 
 

 
 

FNMA
 
2,983,694

 
3,051,280

 
68,479

 
(893
)
 
—

FHLMC
 
1,870,002

 
1,903,789

 
34,098

 
(311
)
 
—

GNMA
 
758,979

 
761,456

 
3,558

 
(1,081
)
 
—

Total U.S. government agencies
 
5,612,675

 
5,716,525

 
106,135

 
(2,285
)
 
—

Private issue:
 
 

 
 

 
 

 
 

 
 

Alt-A loans
 
54,288

 
59,049

 
5,434

 
—

 
(673
)
Jumbo-A loans
 
68,725

 
73,981

 
5,919

 
(59
)
 
(604
)
Total private issue
 
123,013

 
133,030

 
11,353

 
(59
)
 
(1,277
)
Total residential mortgage-backed securities
 
5,735,688

 
5,849,555

 
117,488

 
(2,344
)
 
(1,277
)
Commercial mortgage-backed securities guaranteed by U.S. government agencies
 
2,904,149

 
2,942,404

 
39,518

 
(1,263
)
 
—

Other debt securities
 
4,400

 
4,151

 
—

 
(249
)
 
—

Perpetual preferred stock
 
17,171

 
19,575

 
2,404

 
—

 
—

Equity securities and mutual funds
 
17,195

 
18,040

 
915

 
(70
)
 
—

Total available for sale securities
 
$
8,730,800

 
$
8,886,036

 
$
161,142

 
$
(4,629
)
 
$
(1,277
)
1 
Gross unrealized gain/loss recognized in AOCI in the consolidated balance sheet.
2 
Amounts represent unrealized loss that remains in AOCI after an other-than-temporary credit loss has been recognized in income.


- 56 -


The amortized cost and fair values of available for sale securities at March 31, 2017, 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
Maturity5
U.S. Treasuries:
 
 
 
 
 
 
 
 
 
 
 
Amortized cost
$
1,000

 
$
—

 
$
—

 
$
—

 
$
1,000

 
0.79

Fair value
999

 
—

 
—

 
—

 
999

 
 
Nominal yield
0.87
%
 
—
%
 
—
%
 
—
%
 
0.87
%
 
 
Municipal and other tax-exempt:
 

 
 

 
 

 
 

 
 
 
 
Amortized cost
$
8,310

 
$
8,289

 
$
2,113

 
$
16,843

 
$
35,555

 
8.88

Fair value
8,379

 
8,415

 
2,167

 
16,492

 
35,453

 
 
Nominal yield¹
4.40
%
 
3.51
%
 
3.49
%
 
2.28
%
6 
3.13
%
 
 
Commercial mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
 
Amortized cost
$
43,799

 
$
887,330

 
$
1,701,202

 
$
262,927

 
$
2,895,258

 
6.87

Fair value
43,637

 
883,337

 
1,690,697

 
259,357

 
2,877,028

 
 
Nominal yield
0.99
%
 
1.75
%
 
1.87
%
 
1.87
%
 
1.82
%
 
 
Other debt securities:
 

 
 

 
 

 
 

 
 
 
 
Amortized cost
$
—

 
$
—

 
$
—

 
$
4,400

 
$
4,400

 
30.41

Fair value
—

 
—

 
—

 
4,153

 
4,153

 
 
Nominal yield
—
%
 
—
%
 
—
%
 
1.71
%
6 
1.71
%
 
 
Total fixed maturity securities:
 

 
 

 
 

 
 

 
 
 
 
Amortized cost
$
53,109

 
$
895,619

 
$
1,703,315

 
$
284,170

 
$
2,936,213

 
6.93

Fair value
53,015

 
891,752

 
1,692,864

 
280,002

 
2,917,633

 
 
Nominal yield
1.52
%
 
1.76
%
 
1.87
%
 
1.92
%
 
1.82
%
 
 
Residential mortgage-backed securities:
 

 
 

 
 

 
 

 
 
 
 
Amortized cost
 

 
 

 
 

 
 

 
$
5,473,555

 
2 

Fair value
 

 
 

 
 

 
 

 
5,481,542

 
 
Nominal yield4
 

 
 

 
 

 
 

 
1.88
%
 
 
Equity securities and mutual funds:
 

 
 

 
 

 
 

 
 

 
 

Amortized cost
 

 
 

 
 

 
 

 
$
33,060

 
³

Fair value
 

 
 

 
 

 
 

 
38,116

 
 

Nominal yield
 

 
 

 
 

 
 

 
—
%
 
 

Total available-for-sale securities:
 

 
 

 
 

 
 

 
 
 
 

Amortized cost
 

 
 

 
 

 
 

 
$
8,442,828

 
 

Fair value
 

 
 

 
 

 
 

 
8,437,291

 
 

Nominal yield
 

 
 

 
 

 
 

 
1.85
%
 
 

1 
Calculated on a taxable equivalent basis using a 39 percent effective tax rate.
2 
The average expected lives of mortgage-backed securities were 3.9 years years based upon current prepayment assumptions.
3 
Primarily common stock and preferred stock of corporate issuers with no stated maturity.
4 
The nominal yield on mortgage-backed securities is based upon prepayment assumptions at the purchase date. Actual yields earned may differ significantly based upon actual prepayments. See Quarterly Financial Summary –– Unaudited following for current yields on available for sale securities portfolio.
5 
Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without penalty.
6 
Nominal yield on municipal and other tax-exempt securities and other debt securities with contractual maturity dates over ten years are based on variable rates which generally are reset within 35 days.


- 57 -


Sales of available for sale securities resulted in gains and losses as follows (in thousands):
 
Three Months Ended
March 31,
 
2017
 
2016
Proceeds
$
240,010

 
$
469,382

Gross realized gains
2,092

 
3,964

Gross realized losses
(43
)
 
—

Related federal and state income tax expense
797

 
1,542


A summary of investment and available for sale securities that have been pledged as collateral for repurchase agreements, public trust funds on deposit and for other purposes, as required by law was as follows (in thousands):
 
March 31, 2017
 
Dec. 31, 2016
 
March 31, 2016
Investment:
 
 
 
 
 
Carrying value
$
290,417

 
$
322,208

 
$
263,720

Fair value
293,352

 
323,808

 
268,422

 
 
 
 
 
 
Available for sale:
 
 
 
 
 
Amortized cost
6,647,659

 
7,353,116

 
7,307,788

Fair value
6,629,319

 
7,327,470

 
7,424,702


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


- 58 -


Temporarily Impaired Securities as of March 31, 2017
(in thousands):
 
 
Number of Securities
 
Less Than 12 Months
 
12 Months or Longer
 
Total
 
 
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
Investment:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Municipal and other tax-exempt
 
102

 
$
127,374

 
$
515

 
$
1,563

 
$
40

 
$
128,937

 
$
555

U.S. government agency residential mortgage-backed securities – Other
 
1

 
4,055

 
80

 
—

 
—

 
4,055

 
80

Other debt securities
 
43

 
14,440

 
817

 
—

 
—

 
14,440

 
817

Total investment securities
 
146

 
$
145,869

 
$
1,412

 
$
1,563

 
$
40

 
$
147,432

 
$
1,452


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

 
 

 
 

 
 

 
 

 
 

 
 

U.S. Treasury
 
1

 
$
999

 
$
1

 
$
—

 
$
—

 
$
999

 
$
1

Municipal and other tax-exempt
 
12

 
$
1,407

 
$
1

 
$
4,623

 
$
444

 
$
6,030

 
$
445

Residential mortgage-backed securities:
 
 
 
 

 
 

 
 

 
 

 


 


U. S. government agencies:
 
 
 
 

 
 

 
 

 
 

 


 


FNMA
 
83

 
1,595,879

 
25,623

 
68,215

 
1,531

 
1,664,094

 
27,154

FHLMC
 
51

 
795,586

 
10,001

 
17,284

 
576

 
812,870

 
10,577

GNMA
 
25

 
325,565

 
4,402

 
69,563

 
1,773

 
395,128

 
6,175

Total U.S. government agencies
 
159

 
2,717,030

 
40,026

 
155,062

 
3,880

 
2,872,092

 
43,906

Private issue1:
 
 

 
 

 
 

 
 

 
 

 


 


Alt-A loans
 
5

 
6,805

 
37

 
7,848

 
27

 
14,653

 
64

Jumbo-A loans
 
1

 
—

 
—

 
5,613

 
14

 
5,613

 
14

Total private issue
 
6

 
6,805

 
37

 
13,461

 
41

 
20,266

 
78

Total residential mortgage-backed securities
 
165

 
2,723,835

 
40,063

 
168,523

 
3,921

 
2,892,358

 
43,984

Commercial mortgage-backed securities guaranteed by U.S. government agencies
 
161

 
1,828,685

 
22,758

 
36,305

 
355

 
1,864,990

 
23,113

Other debt securities
 
2

 
—

 
—

 
4,153

 
247

 
4,153

 
247

Perpetual preferred stocks
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Equity securities and mutual funds
 
104

 
2,116

 
40

 
856

 
47

 
2,972

 
87

Total available for sale securities
 
445

 
$
4,557,042


$
62,863


$
214,460


$
5,014


$
4,771,502


$
67,877

1 
Includes securities for which an unrealized loss remains in AOCI after an other-than-temporary credit loss has been recognized in income.


- 59 -


Temporarily Impaired Securities as of December 31, 2016
(In thousands)
 
 
Number of Securities
 
Less Than 12 Months
 
12 Months or Longer
 
Total
 
 
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
Investment:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Municipal and other tax-exempt
 
151

 
$
219,892

 
$
1,316

 
$
4,333

 
$
95

 
$
224,225

 
$
1,411

U.S. government agency residential mortgage-backed securities – Other
 
1

 
4,358

 
71

 
—

 
—

 
4,358

 
71

Other debt securities
 
41

 
11,820

 
322

 
855

 
2

 
12,675

 
324

Total investment securities
 
193

 
$
236,070

 
$
1,709

 
$
5,188

 
$
97

 
$
241,258

 
$
1,806


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

 
 

 
 

 
 

 
 

 


 


U.S. Treasury
 
1

 
$
999

 
$
1

 
$
—

 
$
—

 
$
999

 
$
1

Municipal and other tax-exempt
 
24

 
$
15,666

 
$
22

 
$
4,689

 
$
378

 
$
20,355

 
$
400

Residential mortgage-backed securities:
 
 

 
 

 
 

 
 

 
 

 


 


U. S. government agencies:
 
 

 
 

 
 

 
 

 
 

 


 


FNMA
 
91

 
1,787,644

 
30,238

 
72,105

 
1,677

 
1,859,749

 
31,915

FHLMC
 
58

 
964,017

 
11,210

 
18,307

 
600

 
982,324

 
11,810

GNMA
 
31

 
548,637

 
6,145

 
25,796

 
895

 
574,433

 
7,040

Total U.S. government agencies
 
180

 
3,300,298

 
47,593

 
116,208

 
3,172

 
3,416,506

 
50,765

Private issue1:
 
 

 
 

 
 

 
 

 
 

 


 


Alt-A loans
 
5

 
7,931

 
174

 
7,410

 
44

 
15,341

 
218

Jumbo-A loans
 
1

 
—

 
—

 
6,098

 
16

 
6,098

 
16

Total private issue
 
6

 
7,931

 
174

 
13,508

 
60

 
21,439

 
234

Total residential mortgage-backed securities
 
186

 
3,308,229

 
47,767

 
129,716

 
3,232

 
3,437,945

 
50,999

Commercial mortgage-backed securities guaranteed by U.S. government agencies
 
171

 
1,904,584

 
22,987

 
38,875

 
302

 
1,943,459

 
23,289

Other debt securities
 
2

 
—

 
—

 
4,152

 
248

 
4,152

 
248

Perpetual preferred stocks
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Equity securities and mutual funds
 
104

 
2,127

 
41

 
817

 
86

 
2,944

 
127

Total available for sale securities
 
488

 
$
5,231,605


$
70,818


$
178,249


$
4,246


$
5,409,854


$
75,064

1 
Includes securities for which an unrealized loss remains in AOCI after an other-than-temporary credit loss has been recognized in income.



- 60 -


Temporarily Impaired Securities as of March 31, 2016
(In thousands)
 
 
Number of Securities
 
Less Than 12 Months
 
12 Months or Longer
 
Total
 
 
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
Investment:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Municipal and other tax-exempt
 
19

 
$
14,175

 
$
8

 
$
4,364

 
$
86

 
$
18,539

 
$
94

U.S. government agency residential mortgage-backed securities – Other
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Other debt securities
 
7

 
—

 
—

 
1,876

 
38

 
1,876

 
38

Total investment securities
 
26

 
$
14,175

 
$
8

 
$
6,240

 
$
124

 
$
20,415

 
$
132


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

 
 

 
 

 
 

 
 

 


 


Municipal and other tax-exempt1
 
17

 
$
1,010

 
$
3

 
$
10,307

 
$
700

 
$
11,317

 
$
703

Residential mortgage-backed securities:
 
 

 
 

 
 

 
 

 
 

 


 


U. S. government agencies:
 
 

 
 

 
 

 
 

 
 

 


 


FNMA
 
4

 
70,069

 
794

 
57,457

 
99

 
127,526

 
893

FHLMC
 
1

 
—

 
—

 
23,914

 
311

 
23,914

 
311

GNMA
 
12

 
265,293

 
585

 
99,088

 
496

 
364,381

 
1,081

Total U.S. government agencies
 
17

 
335,362

 
1,379

 
180,459

 
906

 
515,821

 
2,285

Private issue1:
 
 

 
 

 
 

 
 

 
 

 


 


Alt-A loans
 
5

 
8,870

 
137

 
8,625

 
536

 
17,495

 
673

Jumbo-A loans
 
9

 
7,169

 
59

 
7,959

 
604

 
15,128

 
663

Total private issue
 
14

 
16,039

 
196

 
16,584

 
1,140

 
32,623

 
1,336

Total residential mortgage-backed securities
 
31

 
351,401

 
1,575

 
197,043

 
2,046

 
548,444

 
3,621

Commercial mortgage-backed securities guaranteed by U.S. government agencies
 
31

 
157,662

 
197

 
260,945

 
1,066

 
418,607

 
1,263

Other debt securities
 
2

 
—

 
—

 
4,151

 
249

 
4,151

 
249

Perpetual preferred stocks
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Equity securities and mutual funds
 
37

 
3,241

 
49

 
1,029

 
21

 
4,270

 
70

Total available for sale securities
 
118

 
$
513,314

 
$
1,824

 
$
473,475

 
$
4,082

 
$
986,789

 
$
5,906

1 
Includes securities for which an unrealized loss remains in AOCI after an other-than-temporary credit loss has been recognized in income.

For debt securities, management determines whether it intends to sell or if it is more-likely-than-not that it will be required to sell impaired securities. This determination considers current and forecasted liquidity requirements, regulatory and capital requirements and securities portfolio management. Based on this evaluation as of March 31, 2017, the Company does not intend to sell any impaired available for sale securities before fair value recovers to the current amortized cost and it is more-likely-than-not that the Company will not be required to sell impaired securities before fair value recovers, which may be maturity.

At March 31, 2017, the entire portfolio of privately issued residential mortgage-backed securities was rated below investment grade by the nationally-recognized rating agencies. The gross unrealized loss on these securities totaled $78 thousand. Impairment of these securities was evaluated based on projections of estimated cash flows.

- 61 -


The primary assumptions used in this evaluation were:

 
March 31, 2017
 
Dec. 31, 2016
 
March 31, 2016
 
 
 
 
 
 
Unemployment rate
Moving down to 4.5 percent over the next 12 months and remain at 4.5 percent thereafter.
 
Decreasing to 4.6 percent over the next 12 months and remain at 4.6 percent thereafter.
 
Moving down to 4.8 percent over the next 12 months and remain at 4.8 percent thereafter.
Housing price appreciation/depreciation
Starting with current depreciated housing prices based on information derived from the FHFA1, appreciating 3.1 percent over the next 12 months, then flat for the following 12 months and then appreciating at 2 percent per year thereafter.
 
Starting with current depreciated housing prices based on information derived from the FHFA1, appreciating 3.1 percent over the next 12 months, then flat for the following 12 months and then appreciating at 2 percent per year thereafter.
 
Starting with current depreciated housing prices based on information derived from the FHFA1, appreciating 3.5 percent over the next 12 months, then flat for the following 12 months and then appreciating at 2 percent per year thereafter.
Estimated liquidation costs
Reflect actual historical liquidations costs observed on Jumbo and Alt-A residential mortgage loans in securities owned by the Company.
 
Reflect actual historical liquidations costs observed on Jumbo and Alt-A residential mortgage loans in securities owned by the Company.
 
Reflect actual historical liquidations costs observed on Jumbo and Alt-A residential mortgage loans in securities owned by the Company.
Discount rates
Estimated cash flows were discounted at rates that range from 2.00 percent to 6.25 percent based on our current expected yields.
 
Estimated cash flows were discounted at rates that range from 2.00 percent to 6.25 percent based on our current expected yields.
 
Estimated cash flows were discounted at rates that range from 2.00 percent to 6.25 percent based on our current expected yields.
1 
Federal Housing Finance Agency

No credit loss impairments were recognized in earnings on privately issued residential mortgage-backed securities during the three months ended March 31, 2017.

Impaired equity securities, including perpetual preferred stocks, are evaluated based on management's ability and intent to hold the securities until fair value recovers. Based on this evaluation, no other-than-temporary impairment loss related to equity securities was recorded to earnings during the three months ended March 31, 2017.

The following is a tabular roll forward of the amount of credit-related OTTI recognized on available for sale debt securities in earnings (in thousands):
 
 
Three Months Ended
 
 
March 31,
 
 
2017
 
2016
Balance of credit-related OTTI recognized on available for sale debt securities, beginning of period
 
$
54,504

 
$
54,504

Additions for credit-related OTTI not previously recognized
 
—

 
—

Additions for increases in credit-related OTTI previously recognized when there is no intent to sell and no requirement to sell before recovery of amortized cost
 
—

 
—

Reductions for change in intent to hold before recovery
 
—

 
—

Sales
 
—

 
—

Balance of credit-related OTTI recognized on available for sale debt securities, end of period
 
$
54,504

 
$
54,504


Additions above exclude other-than-temporary impairment recorded due to change in intent to hold before recovery.

- 62 -


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 U.S. Treasury securities, residential mortgage-backed securities issued by U.S. government agencies and derivative contracts are held as an economic hedge of the mortgage servicing rights. 

The fair value and net unrealized gain (loss) included in fair value option securities is as follows (in thousands):
 
 
March 31, 2017
 
Dec. 31, 2016
 
March 31, 2016
 
 
Fair Value
 
Net Unrealized Gain (Loss)
 
Fair Value
 
Net Unrealized Gain (Loss)
 
Fair
Value
 
Net Unrealized Gain (Loss)
U.S. government agency residential mortgage-backed securities
 
$
441,714

 
$
(1,646
)
 
$
77,046

 
$
(1,777
)
 
$
418,887

 
$
4,136



Restricted Equity Securities

Restricted equity securities primarily include stock we are required to hold as members of the Federal Reserve system and the Federal Home Loan Banks. Restricted equity securities are carried at cost as these securities do not have a readily determined fair value because ownership of these shares are restricted and they lack a market. A summary of restricted equity securities follows (in thousands):

 
March 31, 2017
 
Dec. 31, 2016
 
March 31, 2016
Federal Reserve stock
$
36,498

 
$
36,498

 
$
36,148

Federal Home Loan Bank stock
247,194

 
270,541

 
278,271

Other
244

 
201

 
171

Total
$
283,936


$
307,240


$
314,590


- 63 -


(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.

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. As of March 31, 2017, a decrease in BOK Financial's credit rating to below investment grade would increase our obligation to post cash margin on existing contracts by approximately $10 million.
 
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 or to-be-announced securities used by mortgage banking customers to hedge their loan production. Derivative contracts are executed between the customers and BOK Financial. Offsetting contracts are executed between BOK Financial and other selected counterparties to minimize 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.
 
Internal Risk Management Programs
 
BOK Financial may use derivative contracts in managing its interest rate sensitivity, as part of its economic hedge of the change in the fair value of mortgage servicing rights and as an economic hedge of trading securities. As of March 31, 2017, derivative contracts under the internal risk management programs were primarily used as part of the economic hedges of the change in the fair value of the mortgage servicing rights and trading securities.

As discussed in Note 6, 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 6 for additional discussion of notional, fair value and impact on earnings of these contracts.

- 64 -


The following table summarizes the fair values of derivative contracts recorded as “derivative contracts” assets and liabilities in the balance sheet at March 31, 2017 (in thousands):
 
 
Assets
 
 
Notional1
 
Gross Fair Value
 
Netting Adjustments
 
Net Fair Value Before Cash Collateral
 
Cash Collateral
 
Fair Value Net of Cash Collateral
Customer risk management programs:
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
 
 
 
 
 
To-be-announced residential mortgage-backed securities
 
$
14,549,828

 
$
80,272

 
$
(33,143
)
 
$
47,129

 
$
—

 
$
47,129

Interest rate swaps
 
1,491,414

 
32,286

 
—

 
32,286

 
(3,349
)
 
28,937

Energy contracts
 
886,699

 
42,598

 
(28,455
)
 
14,143

 
(543
)
 
13,600

Agricultural contracts
 
51,679

 
2,031

 
(786
)
 
1,245

 
—

 
1,245

Foreign exchange contracts
 
211,837

 
204,774

 
—

 
204,774

 
(72
)
 
204,702

Equity option contracts
 
99,031

 
4,505

 
—

 
4,505

 
(920
)
 
3,585

Total customer risk management programs
 
17,290,488

 
366,466

 
(62,384
)
 
304,082

 
(4,884
)
 
299,198

Internal risk management programs
 
2,756,963

 
5,529

 
—

 
5,529

 
—

 
5,529

Total derivative contracts
 
$
20,047,451

 
$
371,995

 
$
(62,384
)
 
$
309,611

 
$
(4,884
)
 
$
304,727

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
Notional¹
 
Gross Fair Value
 
Netting Adjustments
 
Net Fair Value Before Cash Collateral
 
Cash Collateral
 
Fair Value Net of Cash Collateral
Customer risk management programs:
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
 
 
 
 
 
To-be-announced residential mortgage-backed securities
 
$
14,322,223

 
$
76,971

 
$
(33,143
)
 
$
43,828

 
$
(34,310
)
 
$
9,518

Interest rate swaps
 
1,491,414

 
33,036

 
—

 
33,036

 
—

 
33,036

Energy contracts
 
844,406

 
40,604

 
(28,455
)
 
12,149

 
(258
)
 
11,891

Agricultural contracts
 
51,509

 
2,015

 
(786
)
 
1,229

 
(1,040
)
 
189

Foreign exchange contracts
 
208,236

 
201,043

 
—

 
201,043

 
(3,726
)
 
197,317

Equity option contracts
 
99,031

 
4,505

 
—

 
4,505

 
—

 
4,505

Total customer risk management programs
 
17,016,819

 
358,174

 
(62,384
)
 
295,790

 
(39,334
)
 
256,456

Internal risk management programs
 
1,090,867

 
19,966

 
—

 
19,966

 
—

 
19,966

Total derivative contracts
 
$
18,107,686

 
$
378,140

 
$
(62,384
)
 
$
315,756

 
$
(39,334
)
 
$
276,422

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



- 65 -


The following table summarizes the fair values of derivative contracts recorded as “derivative contracts” assets and liabilities in the balance sheet at December 31, 2016 (in thousands):

 
 
Assets
 
 
Notional 1
 
Gross Fair Value
 
Netting Adjustments
 
Net Fair Value Before Cash Collateral
 
Cash Collateral
 
Fair Value Net of Cash Collateral
Customer risk management programs:
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
 
 
 
 
 
To-be-announced residential mortgage-backed securities
 
$
16,949,152

 
$
180,695

 
$
(60,555
)
 
$
120,140

 
$
—

 
$
120,140

Interest rate swaps
 
1,403,408

 
34,442

 
—

 
34,442

 
(4,567
)
 
29,875

Energy contracts
 
835,566

 
64,140

 
(28,298
)
 
35,842

 
(71
)
 
35,771

Agricultural contracts
 
53,209

 
1,382

 
(515
)
 
867

 
—

 
867

Foreign exchange contracts
 
580,886

 
494,349

 
—

 
494,349

 
(5,183
)
 
489,166

Equity option contracts
 
100,924

 
4,357

 
—

 
4,357

 
(730
)
 
3,627

Total customer risk management programs
 
19,923,145

 
779,365

 
(89,368
)
 
689,997

 
(10,551
)
 
679,446

Internal risk management programs
 
2,514,169

 
10,426

 
—

 
10,426

 
—

 
10,426

Total derivative contracts
 
$
22,437,314

 
$
789,791

 
$
(89,368
)
 
$
700,423

 
$
(10,551
)
 
$
689,872

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
Notional 1
 
Gross Fair Value
 
Netting Adjustments
 
Net Fair Value Before Cash Collateral
 
Cash Collateral
 
Fair Value Net of Cash Collateral
Customer risk management programs:
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
 
 
 
 
 
To-be-announced residential mortgage-backed securities
 
$
16,637,532

 
$
176,928

 
$
(60,555
)
 
$
116,373

 
$
—

 
$
116,373

Interest rate swaps
 
1,403,408

 
34,442

 
—

 
34,442

 
(11,977
)
 
22,465

Energy contracts
 
820,365

 
64,306

 
(28,298
)
 
36,008

 
(31,534
)
 
4,474

Agricultural contracts
 
53,216

 
1,365

 
(515
)
 
850

 
(769
)
 
81

Foreign exchange contracts
 
580,712

 
494,695

 
—

 
494,695

 
(3,630
)
 
491,065

Equity option contracts
 
100,924

 
4,357

 
—

 
4,357

 
—

 
4,357

Total customer risk management programs
 
19,596,157

 
776,093

 
(89,368
)
 
686,725

 
(47,910
)
 
638,815

Internal risk management programs
 
2,582,202

 
25,716

 
—

 
25,716

 
—

 
25,716

Total derivative contracts
 
$
22,178,359

 
$
801,809

 
$
(89,368
)
 
$
712,441

 
$
(47,910
)
 
$
664,531

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





- 66 -


The following table summarizes the fair values of derivative contracts recorded as “derivative contracts” assets and liabilities in the balance sheet at March 31, 2016 (in thousands):
 
 
Assets
 
 
Notional1
 
Gross Fair Value
 
Netting Adjustments
 
Net Fair Value Before Cash Collateral
 
Cash Collateral
 
Fair Value Net of Cash Collateral
Customer risk management programs:
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
 
 
 
 
 
To-be-announced residential mortgage-backed securities
 
$
16,235,517

 
$
111,188

 
$
(44,570
)
 
$
66,618

 
$
—

 
$
66,618

Interest rate swaps
 
1,335,259

 
48,270

 
—

 
48,270

 
—

 
48,270

Energy contracts
 
533,355

 
62,365

 
(21,374
)
 
40,991

 
(11,340
)
 
29,651

Agricultural contracts
 
104,927

 
1,859

 
(1,175
)
 
684

 
—

 
684

Foreign exchange contracts
 
682,457

 
639,322

 
—

 
639,322

 
(4,970
)
 
634,352

Equity option contracts
 
128,623

 
4,006

 
—

 
4,006

 
(376
)
 
3,630

Total customer risk management programs
 
19,020,138

 
867,010

 
(67,119
)
 
799,891

 
(16,686
)
 
783,205

Internal risk management programs
 
772,000

 
6,941

 
—

 
6,941

 
—

 
6,941

Total derivative contracts
 
$
19,792,138

 
$
873,951

 
$
(67,119
)
 
$
806,832

 
$
(16,686
)
 
$
790,146

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
Notional1
 
Gross Fair Value
 
Netting Adjustments
 
Net Fair Value Before Cash Collateral
 
Cash Collateral
 
Fair Value Net of Cash Collateral
Customer risk management programs:
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
 
 
 
 
 
To-be-announced residential mortgage-backed securities
 
$
16,323,807

 
$
107,541

 
$
(44,570
)
 
$
62,971

 
$
(61,380
)
 
$
1,591

Interest rate swaps
 
1,335,259

 
48,619

 
—

 
48,619

 
(28,572
)
 
20,047

Energy contracts
 
526,103

 
62,528

 
(21,374
)
 
41,154

 
—

 
41,154

Agricultural contracts
 
104,922

 
1,847

 
(1,175
)
 
672

 
(420
)
 
252

Foreign exchange contracts
 
682,354

 
638,892

 
—

 
638,892

 
(364
)
 
638,528

Equity option contracts
 
128,623

 
4,006

 
—

 
4,006

 
—

 
4,006

Total customer risk management programs
 
19,101,068

 
863,433

 
(67,119
)
 
796,314

 
(90,736
)
 
705,578

Internal risk management programs
 
—

 
—

 
—

 
—

 
—

 
—

Total derivative contracts
 
$
19,101,068

 
$
863,433

 
$
(67,119
)
 
$
796,314

 
$
(90,736
)
 
$
705,578

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







- 67 -


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
 
 
March 31, 2017
 
March 31, 2016
 
 
Brokerage
and Trading Revenue
 
Gain (Loss) on Derivatives, Net
 
Brokerage
and Trading
Revenue
 
Gain (Loss)on Derivatives, Net
Customer risk management programs:
 
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
 
To-be-announced residential mortgage-backed securities
 
$
8,027

 
$
—

 
$
7,440

 
$
—

Interest rate swaps
 
459

 
—

 
325

 
—

Energy contracts
 
2,873

 
—

 
696

 
—

Agricultural contracts
 
9

 
—

 
29

 
—

Foreign exchange contracts
 
270

 
—

 
378

 
—

Equity option contracts
 
—

 
—

 
—

 
—

Total customer risk management programs
 
11,638

 
—

 
8,868

 
—

Interest risk management programs
 
(467
)
 
(450
)
 
—

 
7,138

Total derivative contracts
 
$
11,171

 
$
(450
)
 
$
8,868

 
$
7,138

 


- 68 -


(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. 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.

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

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. 

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

Loan origination and commitment fees and direct loan acquisition and origination costs are deferred and amortized as an adjustment to yield over the life of the loan or over the commitment period, as applicable.

Qualifying residential mortgage loans guaranteed by U.S. government agencies have been sold into GNMA pools. Under certain performance conditions specified in government programs, the Company may have the right, but not the obligation to repurchase loans from GNMA pools. These loans no longer qualify for sale accounting and are recognized in the Consolidated Balance Sheets. Guaranteed loans are considered impaired because we do not expect to receive all principal and interest based on the loan's contractual terms. The 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. 


- 69 -


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

 
 
March 31, 2017
 
December 31, 2016
 
 
Fixed
Rate
 
Variable
Rate
 
Non-accrual
 
Total
 
Fixed
Rate
 
Variable
Rate
 
Non-accrual
 
Total
Commercial
 
$
2,201,040

 
$
7,969,245

 
$
156,825

 
$
10,327,110

 
$
2,327,085

 
$
7,884,786

 
$
178,953

 
$
10,390,824

Commercial real estate
 
590,375

 
3,276,213

 
4,475

 
3,871,063

 
624,187

 
3,179,338

 
5,521

 
3,809,046

Residential mortgage
 
1,616,328

 
283,865

 
46,081

 
1,946,274

 
1,647,357

 
256,255

 
46,220

 
1,949,832

Personal
 
149,312

 
697,912

 
235

 
847,459

 
154,971

 
684,697

 
290

 
839,958

Total
 
$
4,557,055

 
$
12,227,235

 
$
207,616

 
$
16,991,906

 
$
4,753,600

 
$
12,005,076

 
$
230,984

 
$
16,989,660

Accruing loans past due (90 days)1
 
 

 
 

 
 

 
$
95

 
 

 
 

 
 

 
$
5

 
 
March 31, 2016
 
 
Fixed
Rate
 
Variable
Rate
 
Non-accrual
 
Total
Commercial
 
$
1,932,757

 
$
8,181,016

 
$
174,652

 
$
10,288,425

Commercial real estate
 
643,033

 
2,718,204

 
9,270

 
3,370,507

Residential mortgage
 
1,592,706

 
219,026

 
57,577

 
1,869,309

Personal
 
87,092

 
406,902

 
331

 
494,325

Total
 
$
4,255,588

 
$
11,525,148

 
$
241,830

 
$
16,022,566

Accruing loans past due (90 days)1
 
 

 
 

 
 

 
$
8,019

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

At March 31, 2017, $5.5 billion or 33 percent of our total loan portfolio is to businesses and individuals attributed to the Texas market and $3.3 billion or 20 percent of the total loan portfolio is to businesses and individuals attributed to the Oklahoma market. These geographic concentrations subject the loan portfolio to the general economic conditions within these areas.

Commercial

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

At March 31, 2017, commercial loans attributed to the Texas market totaled $3.4 billion or 33 percent of the commercial loan portfolio segment and commercial loans attributed to the Oklahoma market totaled $1.9 billion or 19 percent of the commercial loan portfolio segment.

The commercial loan portfolio segment is further divided into loan classes. The energy loan class totaled $2.5 billion or 15 percent of total loans at March 31, 2017, including $2.0 billion of outstanding loans to energy producers. Approximately 58 percent of committed production loans are secured by properties primarily producing oil and 42 percent are secured by properties producing natural gas. The services loan class totaled $3.0 billion or 18 percent of total loans at March 31, 2017. Approximately $1.4 billion of loans in the services category consist of loans with individual balances of less than $10 million. Businesses included in the services class include governmental, finance and insurance, not-for-profit, educational services and loans to entities providing services for real estate and construction. The healthcare loan class totaled $2.3 billion or 13 percent of total loans at March 31, 2017. The healthcare loan class consists primarily of loans for the development and operation of senior housing and care facilities, including independent living, assisted living and skilled nursing. Healthcare also includes loans to hospitals and other medical service providers.


- 70 -


Commercial Real Estate

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

At March 31, 2017, 31 percent of commercial real estate loans are secured by properties primarily located in the Dallas and Houston areas of Texas. An additional 12 percent of commercial real estate loans are secured by properties located primarily in the Tulsa and Oklahoma City metropolitan areas of Oklahoma. 

Residential Mortgage and Personal

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

At March 31, 2017, residential mortgage loans included $204 million of loans guaranteed by U.S. government agencies previously sold into GNMA mortgage pools. These loans either have been repurchased or are eligible to be repurchased by the Company when certain defined delinquency criteria are met. Although payments on these loans generally are past due more than 90 days, interest continues to accrue based on the government guarantee.

Home equity loans totaled $764 million at March 31, 2017. Approximately 66 percent of the home equity loan portfolio is comprised of first lien loans and 34 percent of the home equity portfolio is comprised of junior lien loans. Junior lien loans are distributed 51 percent to amortizing term loans and 49 percent to revolving lines of credit. Home equity loans generally require a minimum FICO score of 700 and a maximum DTI of 40 percent. The maximum loan amount available for our home equity loan products is generally $400 thousand. Revolving loans have a 5 year revolving period followed by a 15 year term of amortizing repayments. Interest-only home equity loans may not be extended for any additional revolving time. All other home equity loans may be extended at management's discretion for an additional 5 year revolving term, subject to an update of certain credit information.

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 March 31, 2017, outstanding commitments totaled $9.4 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.


- 71 -


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 March 31, 2017, outstanding standby letters of credit totaled $596 million. Commercial letters of credit are used to facilitate customer trade transactions with the drafts being drawn when the underlying transaction is consummated. At March 31, 2017, outstanding commercial letters of credit totaled $3.8 million.

Allowances for Credit Losses

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

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

The allowance for loan losses consists of specific allowances attributed to impaired loans that have not yet been charged down to amounts we expect to recover, general allowances for unimpaired loans based on estimated loss rates by loan class and nonspecific allowances based on general economic conditions, risk concentration and related factors. There have been no material changes in the approach or techniques utilized in developing the allowance for loan losses and the accrual for off-balance sheet credit losses for the three months ended March 31, 2017.

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

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


- 72 -


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

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

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

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

The activity in the allowance for loan losses and the allowance for off-balance sheet credit losses related to loan commitments and standby letters of credit for the three months ended March 31, 2017 is summarized as follows (in thousands):
 
 
Commercial
 
Commercial Real Estate
 
Residential Mortgage
 
Personal
 
Nonspecific Allowance
 
Total
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
 
$
140,213

 
$
50,749

 
$
18,224

 
$
8,773

 
$
28,200

 
$
246,159

Provision for loan losses
 
(3,355
)
 
6,859

 
(39
)
 
(788
)
 
(873
)
 
1,804

Loans charged off
 
(424
)
 
—

 
(236
)
 
(1,493
)
 
—

 
(2,153
)
Recoveries
 
1,182

 
735

 
228

 
755

 
—

 
2,900

Ending balance
 
$
137,616

 
$
58,343

 
$
18,177

 
$
7,247

 
$
27,327

 
$
248,710

Allowance for off-balance sheet credit losses:
 
 

 
 

 
 

 
 

 
 

 
 

Beginning balance
 
$
11,063

 
$
123

 
$
50

 
$
8

 
$
—

 
$
11,244

Provision for off-balance sheet credit losses
 
(1,775
)
 
(17
)
 
(10
)
 
(2
)
 
—

 
(1,804
)
Ending balance
 
$
9,288

 
$
106

 
$
40

 
$
6

 
$
—

 
$
9,440

 
 
 
 
 
 
 
 
 
 
 
 
 
Total provision for credit losses
 
$
(5,130
)
 
$
6,842

 
$
(49
)
 
$
(790
)
 
$
(873
)
 
$
—

 

- 73 -


The activity in the allowance for loan losses and the allowance for off-balance sheet credit losses related to loan commitments and standby letters of credit for the three months ended March 31, 2016 is summarized as follows (in thousands):
 
 
Commercial
 
Commercial Real Estate
 
Residential Mortgage
 
Personal
 
Nonspecific Allowance
 
Total
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
 
$
130,334

 
$
41,391

 
$
19,509

 
$
4,164

 
$
30,126

 
$
225,524

Provision for loan losses
 
31,097

 
2,977

 
(731
)
 
1,466

 
(4,705
)
 
30,104

Loans charged off
 
(22,126
)
 
—

 
(474
)
 
(1,391
)
 
—

 
(23,991
)
Recoveries
 
488

 
85

 
163

 
783

 
—

 
1,519

Ending balance
 
$
139,793

 
$
44,453

 
$
18,467

 
$
5,022

 
$
25,421

 
$
233,156

Allowance for off-balance sheet credit losses:
 
 

 
 

 
 

 
 

 
 

 
 

Beginning balance
 
$
1,506

 
$
153

 
$
30

 
$
22

 
$
—

 
$
1,711

Provision for off-balance sheet credit losses
 
4,813

 
75

 
28

 
(20
)
 
—

 
4,896

Ending balance
 
$
6,319

 
$
228

 
$
58

 
$
2

 
$
—

 
$
6,607

 
 
 
 
 
 
 
 
 
 
 
 
 
Total provision for credit losses
 
$
35,910

 
$
3,052

 
$
(703
)
 
$
1,446

 
$
(4,705
)
 
$
35,000

 
The allowance for loan losses and recorded investment of the related loans by portfolio segment for each impairment measurement method at March 31, 2017 is as follows (in thousands):
 
 
Collectively Measured
for Impairment
 
Individually Measured
for Impairment
 
Total
 
 
Recorded Investment
 
Related Allowance
 
Recorded Investment
 
Related Allowance
 
Recorded Investment
 
Related
Allowance
Commercial
 
$
10,170,285

 
$
134,164

 
$
156,825

 
$
3,452

 
$
10,327,110

 
$
137,616

Commercial real estate
 
3,866,588

 
58,343

 
4,475

 
—

 
3,871,063

 
58,343

Residential mortgage
 
1,900,193

 
18,132

 
46,081

 
45

 
1,946,274

 
18,177

Personal
 
847,224

 
7,247

 
235

 
—

 
847,459

 
7,247

Total
 
16,784,290

 
217,886

 
207,616

 
3,497

 
16,991,906

 
221,383

 
 
 
 
 
 
 
 
 
 
 
 
 
Nonspecific allowance
 
—

 
—

 
—

 
—

 
—

 
27,327

 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
16,784,290

 
$
217,886

 
$
207,616

 
$
3,497

 
$
16,991,906

 
$
248,710


The allowance for loan losses and recorded investment of the related loans by portfolio segment for each impairment measurement method at December 31, 2016 is as follows (in thousands):
 
 
Collectively Measured
for Impairment
 
Individually Measured
for Impairment
 
Total
 
 
Recorded Investment
 
Related Allowance
 
Recorded Investment
 
Related Allowance
 
Recorded Investment
 
Related
Allowance
Commercial
 
$
10,211,871

 
$
139,416

 
$
178,953

 
$
797

 
$
10,390,824

 
$
140,213

Commercial real estate
 
3,803,525

 
50,749

 
5,521

 
—

 
3,809,046

 
50,749

Residential mortgage
 
1,903,612

 
18,178

 
46,220

 
46

 
1,949,832

 
18,224

Personal
 
839,668

 
8,773

 
290

 
—

 
839,958

 
8,773

Total
 
16,758,676

 
217,116

 
230,984

 
843

 
16,989,660

 
217,959

 
 
 
 
 
 
 
 
 
 
 
 
 
Nonspecific allowance
 
—

 
—

 
—

 
—

 
—

 
28,200

 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
16,758,676

 
$
217,116

 
$
230,984

 
$
843

 
$
16,989,660

 
$
246,159



- 74 -


The allowance for loan losses and recorded investment of the related loans by portfolio segment for each impairment measurement method at March 31, 2016 is as follows (in thousands):
 
 
Collectively Measured
for Impairment
 
Individually Measured
for Impairment
 
Total
 
 
Recorded Investment
 
Related Allowance
 
Recorded Investment
 
Related Allowance
 
Recorded Investment
 
Related
Allowance
Commercial
 
$
10,113,773

 
$
137,191

 
$
174,652

 
$
2,602

 
$
10,288,425

 
$
139,793

Commercial real estate
 
3,361,237

 
44,435

 
9,270

 
18

 
3,370,507

 
44,453

Residential mortgage
 
1,811,732

 
18,401

 
57,577

 
66

 
1,869,309

 
18,467

Personal
 
493,994

 
5,022

 
331

 
—

 
494,325

 
5,022

Total
 
15,780,736

 
205,049

 
241,830

 
2,686

 
16,022,566

 
207,735

 
 
 
 
 
 
 
 
 
 
 
 
 
Nonspecific allowance
 
—

 
—

 
—

 
—

 
—

 
25,421

 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
15,780,736

 
$
205,049

 
$
241,830

 
$
2,686

 
$
16,022,566

 
$
233,156

Credit Quality Indicators

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

The allowance for loan losses and recorded investment of the related loans by portfolio segment for risk graded and non-risk graded loans at March 31, 2017 is as follows (in thousands):
 
 
Internally Risk Graded
 
Non-Graded
 
Total
 
 
Recorded Investment
 
Related Allowance
 
Recorded Investment
 
Related Allowance
 
Recorded Investment
 
Related
Allowance
Commercial
 
$
10,302,774

 
$
136,672

 
$
24,336

 
$
944

 
$
10,327,110

 
$
137,616

Commercial real estate
 
3,871,063

 
58,343

 
—

 
—

 
3,871,063

 
58,343

Residential mortgage
 
211,846

 
2,958

 
1,734,428

 
15,219

 
1,946,274

 
18,177

Personal
 
749,028

 
5,136

 
98,431

 
2,111

 
847,459

 
7,247

Total
 
15,134,711

 
203,109

 
1,857,195

 
18,274

 
16,991,906

 
221,383

 
 
 
 
 
 
 
 
 
 
 
 
 
Nonspecific allowance
 
—

 
—

 
—

 
—

 
—

 
27,327

 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
15,134,711

 
$
203,109

 
$
1,857,195

 
$
18,274

 
$
16,991,906

 
$
248,710

 

- 75 -


The allowance for loan losses and recorded investment of the related loans by portfolio segment for risk graded and non-risk graded loans at December 31, 2016 is as follows (in thousands):
 
 
Internally Risk Graded
 
Non-Graded
 
Total
 
 
Recorded Investment
 
Related Allowance
 
Recorded Investment
 
Related Allowance
 
Recorded Investment
 
Related
Allowance
Commercial
 
$
10,360,725

 
$
139,293

 
$
30,099

 
$
920

 
$
10,390,824

 
$
140,213

Commercial real estate
 
3,809,046

 
50,749

 
—

 
—

 
3,809,046

 
50,749

Residential mortgage
 
243,703

 
2,893

 
1,706,129

 
15,331

 
1,949,832

 
18,224

Personal
 
744,602

 
5,035

 
95,356

 
3,738

 
839,958

 
8,773

Total
 
15,158,076

 
197,970

 
1,831,584

 
19,989

 
16,989,660

 
217,959

 
 
 
 
 
 
 
 
 
 
 
 
 
Nonspecific allowance
 
—

 
—

 
—

 
—

 
—

 
28,200

 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
15,158,076

 
$
197,970

 
$
1,831,584

 
$
19,989

 
$
16,989,660

 
$
246,159


The allowance for loan losses and recorded investment of the related loans by portfolio segment for risk graded and non-risk graded loans at March 31, 2016 is as follows (in thousands):
 
 
Internally Risk Graded
 
Non-Graded
 
Total
 
 
Recorded Investment
 
Related Allowance
 
Recorded Investment
 
Related Allowance
 
Recorded Investment
 
Related
Allowance
Commercial
 
$
10,264,965

 
$
138,887

 
$
23,460

 
$
906

 
$
10,288,425

 
$
139,793

Commercial real estate
 
3,370,507

 
44,453

 
—

 
—

 
3,370,507

 
44,453

Residential mortgage
 
192,658

 
2,822

 
1,676,651

 
15,645

 
1,869,309

 
18,467

Personal
 
410,318

 
2,954

 
84,007

 
2,068

 
494,325

 
5,022

Total
 
14,238,448

 
189,116

 
1,784,118

 
18,619

 
16,022,566

 
207,735

 
 
 
 
 
 
 
 
 
 
 
 
 
Nonspecific allowance
 
—

 
—

 
—

 
—

 
—

 
25,421

 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
14,238,448

 
$
189,116

 
$
1,784,118

 
$
18,619

 
$
16,022,566

 
$
233,156


Loans are considered to be performing if they 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.” Performing loans also include 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 are currently performing in compliance with the original terms of the agreement but may have a potential weakness that deserves management’s close attention, consistent with regulatory guidelines. 

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

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


- 76 -


The following table summarizes the Company’s loan portfolio at March 31, 2017 by the risk grade categories (in thousands): 
 
 
Internally Risk Graded
 
Non-Graded
 
 
 
 
Performing
 
 
 
 
 
 
 
 
 
 
Pass
 
Other Loans Especially Mentioned
 
Accruing Substandard
 
Nonaccrual
 
Performing
 
Nonaccrual
 
Total
Commercial:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Energy
 
$
1,988,392

 
$
144,157

 
$
294,138

 
$
110,425

 
$
—

 
$
—

 
$
2,537,112

Services
 
2,960,912

 
13,931

 
30,819

 
7,713

 
—

 
—

 
3,013,375

Wholesale/retail
 
1,459,703

 
21,970

 
13,480

 
11,090

 
—

 
—

 
1,506,243

Manufacturing
 
504,824

 
1,917

 
30,782

 
5,907

 
—

 
—

 
543,430

Healthcare
 
2,196,517

 
35,704

 
32,474

 
909

 
—

 
—

 
2,265,604

Other commercial and industrial
 
407,317

 
4,641

 
4,315

 
20,737

 
24,292

 
44

 
461,346

Total commercial
 
9,517,665

 
222,320

 
406,008

 
156,781

 
24,292

 
44

 
10,327,110

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 

 
 
 
 

 
 

 
 

 
 

 
 

Residential construction and land development
 
132,127

 
—

 
1,251

 
2,616

 
—

 
—

 
135,994

Retail
 
738,978

 
5,754

 
—

 
314

 
—

 
—

 
745,046

Office
 
857,582

 
2,894

 
—

 
413

 
—

 
—

 
860,889

Multifamily
 
918,542

 
—

 
4,425

 
24

 
—

 
—

 
922,991

Industrial
 
871,387

 
—

 
—

 
76

 
—

 
—

 
871,463

Other commercial real estate
 
333,554

 
—

 
94

 
1,032

 
—

 
—

 
334,680

Total commercial real estate
 
3,852,170

 
8,648

 
5,770

 
4,475

 
—

 
—

 
3,871,063

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage:
 
 

 
 
 
 

 
 

 
 

 
 

 
 

Permanent mortgage
 
207,886

 
1,710

 
490

 
1,760

 
743,469

 
22,428

 
977,743

Permanent mortgages guaranteed by U.S. government agencies
 
—

 
—

 
—

 
—

 
194,073

 
10,108

 
204,181

Home equity
 
—

 
—

 
—

 
—

 
752,565

 
11,785

 
764,350

Total residential mortgage
 
207,886

 
1,710

 
490

 
1,760

 
1,690,107

 
44,321

 
1,946,274

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Personal
 
748,000

 
49

 
888

 
91

 
98,287

 
144

 
847,459

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
14,325,721

 
$
232,727

 
$
413,156

 
$
163,107

 
$
1,812,686

 
$
44,509

 
$
16,991,906



- 77 -


The following table summarizes the Company’s loan portfolio at December 31, 2016 by the risk grade categories (in thousands): 
 
 
Internally Risk Graded
 
Non-Graded
 
 
 
 
Performing
 
 
 
 
 
 
 
 
 
 
Pass
 
Other Loans Especially Mentioned
 
Accruing Substandard
 
Nonaccrual
 
Performing
 
Nonaccrual
 
Total
Commercial:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Energy
 
$
1,937,790

 
$
119,583

 
$
307,996

 
$
132,499

 
$
—

 
$
—

 
$
2,497,868

Services
 
3,052,002

 
10,960

 
37,855

 
8,173

 
—

 
—

 
3,108,990

Wholesale/retail
 
1,535,463

 
16,886

 
13,062

 
11,407

 
—

 
—

 
1,576,818

Manufacturing
 
468,314

 
26,532

 
15,198

 
4,931

 
—

 
—

 
514,975

Healthcare
 
2,140,458

 
44,472

 
16,161

 
825

 
—

 
—

 
2,201,916

Other commercial and industrial
 
433,789

 
5,309

 
—

 
21,060

 
30,041

 
58

 
490,257

Total commercial
 
9,567,816

 
223,742

 
390,272

 
178,895

 
30,041

 
58

 
10,390,824

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 

 
 
 
 

 
 

 
 

 
 

 
 

Residential construction and land development
 
131,630

 
—

 
470

 
3,433

 
—

 
—

 
135,533

Retail
 
756,418

 
4,745

 
399

 
326

 
—

 
—

 
761,888

Office
 
798,462

 
—

 
—

 
426

 
—

 
—

 
798,888

Multifamily
 
898,800

 
—

 
4,434

 
38

 
—

 
—

 
903,272

Industrial
 
871,673

 
—

 
—

 
76

 
—

 
—

 
871,749

Other commercial real estate
 
336,488

 
—

 
6

 
1,222

 
—

 
—

 
337,716

Total commercial real estate
 
3,793,471

 
4,745

 
5,309

 
5,521

 
—

 
—

 
3,809,046

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage:
 
 

 
 
 
 

 
 

 
 

 
 

 
 

Permanent mortgage
 
238,769

 
1,186

 
2,331

 
1,417

 
741,679

 
21,438

 
1,006,820

Permanent mortgages guaranteed by U.S. government agencies
 
—

 
—

 
—

 
—

 
187,541

 
11,846

 
199,387

Home equity
 
—

 
—

 
—

 
—

 
732,106

 
11,519

 
743,625

Total residential mortgage
 
238,769

 
1,186

 
2,331

 
1,417

 
1,661,326

 
44,803

 
1,949,832

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Personal
 
743,451

 
—

 
1,054

 
97

 
95,163

 
193

 
839,958

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
14,343,507

 
$
229,673

 
$
398,966

 
$
185,930

 
$
1,786,530

 
$
45,054

 
$
16,989,660



- 78 -


The following table summarizes the Company’s loan portfolio at March 31, 2016 by the risk grade categories (in thousands): 
 
 
Internally Risk Graded
 
Non-Graded
 
 
 
 
Performing
 
 
 
 
 
 
 
 
 
 
Pass
 
Other Loans Especially Mentioned
 
Accruing Substandard
 
Nonaccrual
 
Performing
 
Nonaccrual
 
Total
Commercial:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Energy
 
$
2,197,870

 
$
269,039

 
$
402,958

 
$
159,553

 
$
—

 
$
—

 
$
3,029,420

Services
 
2,706,395

 
6,099

 
6,885

 
9,512

 
—

 
—

 
2,728,891

Wholesale/retail
 
1,415,832

 
12,383

 
19,946

 
3,685

 
—

 
—

 
1,451,846

Manufacturing
 
567,618

 
21,209

 
11,506

 
312

 
—

 
—

 
600,645

Healthcare
 
1,970,331

 
16,267

 
7,804

 
1,023

 
—

 
—

 
1,995,425

Other commercial and industrial
 
453,173

 
5,082

 
—

 
483

 
23,376

 
84

 
482,198

Total commercial
 
9,311,219

 
330,079

 
449,099

 
174,568

 
23,376

 
84

 
10,288,425

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 

 
 
 
 

 
 

 
 

 
 

 
 

Residential construction and land development
 
164,931

 
1,306

 
923

 
4,789

 
—

 
—

 
171,949

Retail
 
802,796

 
6,004

 
420

 
1,302

 
—

 
—

 
810,522

Office
 
694,670

 
253

 
—

 
629

 
—

 
—

 
695,552

Multifamily
 
726,933

 
—

 
6,506

 
250

 
—

 
—

 
733,689

Industrial
 
564,391

 
—

 
—

 
76

 
—

 
—

 
564,467

Other commercial real estate
 
392,095

 
—

 
9

 
2,224

 
—

 
—

 
394,328

Total commercial real estate
 
3,345,816

 
7,563

 
7,858

 
9,270

 
—

 
—

 
3,370,507

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage:
 
 

 
 
 
 

 
 

 
 

 
 

 
 

Permanent mortgage
 
185,963

 
1,203

 
3,146

 
2,346

 
730,596

 
25,151

 
948,405

Permanent mortgages guaranteed by U.S. government agencies
 
—

 
—

 
—

 
—

 
177,800

 
19,550

 
197,350

Home equity
 
—

 
—

 
—

 
—

 
713,024

 
10,530

 
723,554

Total residential mortgage
 
185,963

 
1,203

 
3,146

 
2,346

 
1,621,420

 
55,231

 
1,869,309

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Personal
 
410,094

 
1

 
100

 
123

 
83,799

 
208

 
494,325

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
13,253,092

 
$
338,846

 
$
460,203

 
$
186,307

 
$
1,728,595

 
$
55,523

 
$
16,022,566




- 79 -


Impaired Loans

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

A summary of impaired loans follows (in thousands):
 
As of
 
For the
 
March 31, 2017
 
Three Months Ended
 
 
 
Recorded Investment
 
 
 
March 31, 2017
 
Unpaid
Principal
Balance
 
Total
 
With No
Allowance
 
With Allowance
 
Related Allowance
 
Average Recorded
Investment
 
Interest Income Recognized
Commercial:
 
 
 
 
 
 
 
 
 
 
 
 
 
Energy
$
125,579

 
$
110,425

 
$
58,324

 
$
52,101

 
$
3,435

 
$
121,462

 
$
—

Services
11,542

 
7,713

 
7,713

 
—

 
—

 
7,943

 
—

Wholesale/retail
17,582

 
11,090

 
11,090

 
—

 
—

 
11,248

 
—

Manufacturing
6,377

 
5,907

 
5,907

 
—

 
—

 
5,419

 
—

Healthcare
1,379

 
909

 
909

 
—

 
—

 
867

 
—

Other commercial and industrial
28,876

 
20,781

 
20,764

 
17

 
17

 
20,950

 
—

Total commercial
191,335

 
156,825

 
104,707

 
52,118

 
3,452

 
167,889

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 

 
 

 
 

 
 

 
 

 
 

 
 

Residential construction and land development
4,126

 
2,616

 
2,616

 
—

 
—

 
3,024

 
—

Retail
523

 
314

 
314

 
—

 
—

 
320

 
—

Office
515

 
413

 
413

 
—

 
—

 
420

 
—

Multifamily
1,000

 
24

 
24

 
—

 
—

 
31

 
—

Industrial
76

 
76

 
76

 
—

 
—

 
76

 
—

Other real estate loans
1,213

 
1,032

 
1,032

 
—

 
—

 
1,127

 
—

Total commercial real estate
7,453

 
4,475

 
4,475

 
—

 
—

 
4,998

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage:
 

 
 

 
 

 
 

 
 

 
 

 
 

Permanent mortgage
29,355

 
24,188

 
24,143

 
45

 
45

 
23,521

 
291

Permanent mortgage guaranteed by U.S. government agencies1
210,237

 
204,181

 
204,181

 
—

 
—

 
207,396

 
1,904

Home equity
13,008

 
11,785

 
11,785

 
—

 
—

 
11,652

 
—

Total residential mortgage
252,600

 
240,154

 
240,109

 
45

 
45

 
242,569

 
2,195

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Personal
265

 
235

 
235

 
—

 
—

 
262

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
$
451,653

 
$
401,689

 
$
349,526

 
$
52,163

 
$
3,497

 
$
415,718

 
$
2,195

1 
All permanent mortgage loans guaranteed by U.S. government agencies are considered impaired as we do not expect full collection of contractual principal and interest. At March 31, 2017, $10 million of these loans were nonaccruing and $194 million were accruing based on the guarantee by U.S. government agencies.

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


- 80 -


A summary of impaired loans at December 31, 2016 follows (in thousands): 
 
 
 
 
Recorded Investment
 
 
 
 
Unpaid
Principal
Balance
 
Total
 
With No
Allowance
 
With Allowance
 
Related Allowance
Commercial:
 
 
 
 
 
 
 
 
 
 
Energy
 
$
146,897

 
$
132,499

 
$
121,418

 
$
11,081

 
$
762

Services
 
11,723

 
8,173

 
8,173

 
—

 
—

Wholesale/retail
 
17,669

 
11,407

 
11,407

 
—

 
—

Manufacturing
 
5,320

 
4,931

 
4,931

 
—

 
—

Healthcare
 
1,147

 
825

 
825

 
—

 
—

Other commercial and industrial
 
29,006

 
21,118

 
21,083

 
35

 
35

Total commercial
 
211,762

 
178,953

 
167,837

 
11,116

 
797

 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 

 
 

 
 

 
 

 
 

Residential construction and land development
 
4,951

 
3,433

 
3,433

 
—

 
—

Retail
 
530

 
326

 
326

 
—

 
—

Office
 
521

 
426

 
426

 
—

 
—

Multifamily
 
1,000

 
38

 
38

 
—

 
—

Industrial
 
76

 
76

 
76

 
—

 
—

Other real estate loans
 
7,349

 
1,222

 
1,222

 
—

 
—

Total commercial real estate
 
14,427

 
5,521

 
5,521

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
Residential mortgage:
 
 

 
 

 
 

 
 

 
 

Permanent mortgage
 
28,830

 
22,855

 
22,809

 
46

 
46

Permanent mortgage guaranteed by U.S. government agencies1
 
205,564

 
199,387

 
199,387

 
—

 
—

Home equity
 
12,611

 
11,519

 
11,519

 
—

 
—

Total residential mortgage
 
247,005

 
233,761

 
233,715

 
46

 
46

 
 
 
 
 
 
 
 
 
 
 
Personal
 
332

 
290

 
290

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
Total
 
$
473,526

 
$
418,525

 
$
407,363

 
$
11,162

 
$
843

1 
All permanent mortgage loans guaranteed by U.S. government agencies are considered impaired as we do not expect full collection of contractual principal and interest. At December 31, 2016, $12 million of these loans were nonaccruing and $188 million were accruing based on the guarantee by U.S. government agencies.


- 81 -


A summary of impaired loans at March 31, 2016 follows (in thousands): 
 
 
 
For the
 
As of March 31, 2016
 
Three Months Ended
 
 
 
Recorded Investment
 
 
 
March 31, 2016
 
Unpaid Principal Balance
 
Total
 
With No
Allowance
 
With Allowance
 
Related Allowance
 
Average Recorded
Investment
 
Interest Income Recognized
Commercial:
 
 
 
 
 
 
 
 
 
 
 
 
 
Energy
$
182,224

 
$
159,553

 
$
125,072

 
$
34,481

 
$
2,558

 
$
93,627

 
$
—

Services
12,824

 
9,512

 
9,512

 
—

 
—

 
9,901

 
—

Wholesale/retail
9,502

 
3,685

 
3,673

 
12

 
9

 
3,302

 
—

Manufacturing
658

 
312

 
312

 
—

 
—

 
322

 
—

Healthcare
1,338

 
1,023

 
905

 
118

 
35

 
1,048

 
—

Other commercial and industrial
8,235

 
567

 
567

 
—

 
—

 
595

 
—

Total commercial
214,781

 
174,652

 
140,041

 
34,611

 
2,602

 
108,795

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 

Residential construction and land development
7,621

 
4,789

 
4,789

 
—

 
—

 
4,599

 
—

Retail
1,923

 
1,302

 
1,302

 
—

 
—

 
1,311

 
—

Office
920

 
629

 
629

 
—

 
—

 
640

 
—

Multifamily
1,192

 
250

 
250

 
—

 
—

 
262

 
—

Industrial
76

 
76

 
76

 
—

 
—

 
76

 
—

Other real estate loans
8,348

 
2,224

 
2,068

 
156

 
18

 
2,248

 
—

Total commercial real estate
20,080

 
9,270

 
9,114

 
156

 
18

 
9,136

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
 

Permanent mortgage
35,149

 
27,497

 
27,383

 
114

 
66

 
28,240

 
327

Permanent mortgage guaranteed by U.S. government agencies1
203,396

 
197,350

 
197,350

 
—

 
—

 
199,697

 
1,772

Home equity
11,321

 
10,530

 
10,530

 
—

 
—

 
10,443

 
—

Total residential mortgage
249,866

 
235,377

 
235,263

 
114

 
66

 
238,380

 
2,099

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Personal
363

 
331

 
331

 
—

 
—

 
397

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
$
485,090

 
$
419,630

 
$
384,749

 
$
34,881

 
$
2,686

 
$
356,708

 
$
2,099

1 
All permanent mortgage loans guaranteed by U.S. government agencies are considered impaired as we do not expect full collection of contractual principal and interest. At March 31, 2016, $20 million of these loans were nonaccruing and $178 million were accruing based on the guarantee by U.S. government agencies.


- 82 -


Troubled Debt Restructurings

A summary of troubled debt restructurings ("TDRs") by accruing status as of March 31, 2017 is as follows (in thousands):
 
 
As of March 31, 2017
 
Amounts Charged Off During the Three Months
Ended
March 31, 2017
 
 
Recorded
Investment
 
Performing in Accordance With Modified Terms
 
Not
Performing in Accordance With Modified Terms
 
Specific
Allowance
 
Nonaccruing TDRs:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial:
 
 
 
 
 
 
 
 
 
 
Energy
 
$
28,529

 
$
22,883

 
$
5,646

 
$
271

 
$
—

Services
 
7,356

 
6,679

 
677

 
—

 
—

Wholesale/retail
 
10,984

 
10,984

 
—

 
—

 
—

Manufacturing
 
209

 
209

 
—

 
—

 
—

Healthcare
 
601

 
—

 
601

 
—

 
—

Other commercial and industrial
 
314

 
44

 
270

 
—

 
—

Total commercial
 
47,993

 
40,799

 
7,194

 
271

 
—

 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 

 
 

 
 

 
 

 
 

Residential construction and land development
 
630

 
272

 
358

 
—

 
—

Retail
 
314

 
314

 
—

 
—

 
—

Office
 
138

 
138

 
—

 
—

 
—

Multifamily
 
—

 
—

 
—

 
—

 
—

Industrial
 
—

 
—

 
—

 
—

 
—

Other real estate loans
 
377

 
377

 
—

 
—

 
—

Total commercial real estate
 
1,459

 
1,101

 
358

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
Residential mortgage:
 
 

 
 

 
 

 
 

 
 

Permanent mortgage
 
14,457

 
9,876

 
4,581

 
45

 
—

Permanent mortgage guaranteed by U.S. government agencies
 
6,189

 
1,597

 
4,592

 
—

 
—

Home equity
 
5,663

 
4,236

 
1,427

 
—

 
20

Total residential mortgage
 
26,309

 
15,709

 
10,600

 
45

 
20

 
 
 
 
 
 
 
 
 
 
 
Personal
 
203

 
203

 
—

 
—

 
1

 
 
 
 
 
 
 
 
 
 
 
Total nonaccruing TDRs
 
$
75,964

 
$
57,812

 
$
18,152

 
$
316

 
$
21

 
 
 
 
 
 
 
 
 
 
 
Accruing TDRs:
 
 
 
 
 
 
 
 
 
 
Permanent mortgages guaranteed by U.S. government agencies
 
83,577

 
29,040

 
54,537

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
Total TDRs
 
$
159,541

 
$
86,852

 
$
72,689

 
$
316

 
$
21


- 83 -


A summary of troubled debt restructurings by accruing status as of December 31, 2016 is as follows (in thousands):
 
 
As of
 
 
December 31, 2016
 
 
Recorded
Investment
 
Performing in Accordance With Modified Terms
 
Not
Performing in Accordance With Modified Terms
 
Specific
Allowance
Nonaccruing TDRs:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial:
 
 
 
 
 
 
 
 
Energy
 
$
16,893

 
$
10,867

 
$
6,026

 
$
—

Services
 
7,527

 
6,830

 
697

 
—

Wholesale/retail
 
11,291

 
11,251

 
40

 
—

Manufacturing
 
224

 
224

 
—

 
—

Healthcare
 
607

 
—

 
607

 
—

Other commercial and industrial
 
337

 
53

 
284

 
—

Total commercial
 
36,879

 
29,225

 
7,654

 
—

 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 

 
 

 
 

 
 

Residential construction and land development
 
690

 
97

 
593

 
—

Retail
 
326

 
326

 
—

 
—

Office
 
143

 
143

 
—

 
—

Multifamily
 
—

 
—

 
—

 
—

Industrial
 
—

 
—

 
—

 
—

Other real estate loans
 
548

 
548

 
—

 
—

Total commercial real estate
 
1,707

 
1,114

 
593

 
—

 
 
 
 
 
 
 
 
 
Residential mortgage:
 
 

 
 

 
 

 
 

Permanent mortgage
 
14,876

 
10,175

 
4,701

 
46

Permanent mortgage guaranteed by U.S. government agencies
 
6,702

 
2,241

 
4,461

 
—

Home equity
 
5,346

 
4,458

 
888

 
—

Total residential mortgage
 
26,924

 
16,874

 
10,050

 
46

 
 
 
 
 
 
 
 
 
Personal
 
237

 
236

 
1

 
—

 
 
 
 
 
 
 
 
 
Total nonaccuring TDRs
 
$
65,747

 
$
47,449

 
$
18,298

 
$
46

 
 
 
 
 
 
 
 
 
Accruing TDRs:
 
 
 
 
 
 
 
 
Permanent mortgages guaranteed by U.S. government agencies
 
81,370

 
27,289

 
54,081

 
—

 
 
 
 
 
 
 
 
 
Total TDRs
 
$
147,117

 
$
74,738

 
$
72,379

 
$
46



- 84 -


A summary of troubled debt restructurings by accruing status as of March 31, 2016 is as follows (in thousands):
 
 
As of March 31, 2016
 
Amounts Charged Off During the Three Months Ended
March 31, 2016
 
 
Recorded
Investment
 
Performing in Accordance With Modified Terms
 
Not
Performing in Accordance With Modified Terms
 
Specific
Allowance
 
Nonaccruing TDRs:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial:
 
 
 
 
 
 
 
 
 
 
Energy
 
$
2,829

 
$
—

 
$
2,829

 
$
—

 
$
—

Services
 
8,863

 
8,076

 
787

 
—

 
—

Wholesale/retail
 
2,619

 
2,567

 
52

 
9

 
—

Manufacturing
 
267

 
267

 
—

 
—

 
—

Healthcare
 
656

 
656

 
—

 
—

 
—

Other commercial and industrial
 
548

 
65

 
483

 
—

 
57

Total commercial
 
15,782

 
11,631

 
4,151

 
9

 
57

 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 

 
 

 
 

 
 

 
 

Residential construction and land development
 
1,871

 
296

 
1,575

 
—

 
—

Retail
 
1,302

 
925

 
377

 
—

 
—

Office
 
160

 
160

 
—

 
—

 
—

Multifamily
 
—

 
—

 
—

 
—

 
—

Industrial
 
—

 
—

 
—

 
—

 
—

Other real estate loans
 
909

 
478

 
431

 
—

 
—

Total commercial real estate
 
4,242

 
1,859

 
2,383

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
Residential mortgage:
 
 

 
 

 
 

 
 

 
 

Permanent mortgage
 
16,242

 
11,451

 
4,791

 
66

 
3

Permanent mortgage guaranteed by U.S. government agencies
 
9,809

 
851

 
8,958

 
—

 
—

Home equity
 
5,078

 
4,207

 
871

 
—

 
66

Total residential mortgage
 
31,129

 
16,509

 
14,620

 
66

 
69

 
 
 
 
 
 
 
 
 
 
 
Personal
 
284

 
262

 
22

 
—

 
7

 
 
 
 
 
 
 
 
 
 
 
Total nonaccruing TDRs
 
$
51,437

 
$
30,261

 
$
21,176

 
$
75

 
$
133

 
 
 
 
 
 
 
 
 
 
 
Accruing TDRs:
 
 
 
 
 
 
 
 
 
 
Permanent mortgages guaranteed by U.S. government agencies
 
77,598

 
28,415

 
49,183

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
Total TDRs
 
$
129,035

 
$
58,676

 
$
70,359

 
$
75

 
$
133


- 85 -


Troubled debt restructurings generally consist of interest rate concessions, payment stream concessions or a combination of concessions to distressed borrowers. The following tables detail the recorded balance of loans at March 31, 2017 by class that were restructured during the three months ended March 31, 2017 by primary type of concession (in thousands):

 
Three Months Ended
March 31, 2017
 
Accruing
 
Nonaccrual
 
Total
 
Payment Stream
 
Combination & Other
 
Total
 
Payment Stream
 
Combination & Other
 
Total
 
Commercial:
 
 
 
 
 
 
 
 
 
 
 
 
 
Energy
$
—

 
$
—

 
$
—

 
$
13,242

 
$
—

 
$
13,242

 
$
13,242

Services
—

 
—

 
—

 
—

 
—

 
—

 
—

Wholesale/retail
—

 
—

 
—

 
—

 
—

 
—

 
—

Manufacturing
—

 
—

 
—

 
—

 
—

 
—

 
—

Healthcare
—

 
—

 
—

 
—

 
—

 
—

 
—

Other commercial and industrial
—

 
—

 
—

 
—

 
—

 
—

 
—

Total commercial
—

 
—

 
—

 
13,242

 
—

 
13,242

 
13,242

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential construction and land development
—

 
—

 
—

 
—

 
—

 
—

 
—

Retail
—

 
—

 
—

 
—

 
—

 
—

 
—

Office
—

 
—

 
—

 
—

 
—

 
—

 
—

Multifamily
—

 
—

 
—

 
—

 
—

 
—

 
—

Industrial
—

 
—

 
—

 
—

 
—

 
—

 
—

Other real estate loans
—

 
—

 
—

 
—

 
—

 
—

 
—

Total commercial real estate
—

 
—

 
—

 
—

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
 
Permanent mortgage
—

 
—

 
—

 
16

 
31

 
47

 
47

Permanent mortgage guaranteed by U.S. government agencies
5,885

 
2,027

 
7,912

 
—

 
181

 
181

 
8,093

Home equity
—

 
—

 
—

 
124

 
531

 
655

 
655

Total residential mortgage
5,885

 
2,027

 
7,912

 
140

 
743

 
883

 
8,795

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Personal
—

 
—

 
—

 
—

 
4

 
4

 
4

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
$
5,885

 
$
2,027

 
$
7,912

 
$
13,382

 
$
747

 
$
14,129

 
$
22,041

 

- 86 -


Troubled debt restructurings generally consist of interest rate concessions, payment stream concessions or a combination of concessions to distressed borrowers. The following tables detail the recorded balance of loans by class that were restructured during three months ended March 31, 2016 by primary type of concession (in thousands):

 
Three Months Ended
March 31, 2016
 
Accruing
 
Nonaccrual
 
Total
 
Payment Stream
 
Combination & Other
 
Total
 
Payment Stream
 
Combination & Other
 
Total
 
Commercial:
 
 
 
 
 
 
 
 
 
 
 
 
 
Energy
$
—

 
$
—

 
$
—

 
$
525

 
$
—

 
$
525

 
$
525

Services
—

 
—

 
—

 
—

 
—

 
—

 
—

Wholesale/retail
—

 
—

 
—

 
—

 
—

 
—

 
—

Manufacturing
—

 
—

 
—

 
—

 
—

 
—

 
—

Healthcare
—

 
—

 
—

 
—

 
—

 
—

 
—

Other commercial and industrial
—

 
—

 
—

 
—

 
—

 
—

 
—

Total commercial
—

 
—

 
—

 
525

 
—

 
525

 
525

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential construction and land development
—

 
—

 
—

 
—

 
—

 
—

 
—

Retail
—

 
—

 
—

 
—

 
—

 
—

 
—

Office
—

 
—

 
—

 
—

 
—

 
—

 
—

Multifamily
—

 
—

 
—

 
—

 
—

 
—

 
—

Industrial
—

 
—

 
—

 
—

 
—

 
—

 
—

Other real estate loans
—

 
—

 
—

 
—

 
—

 
—

 
—

Total commercial real estate
—

 
—

 
—

 
—

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
 
Permanent mortgage
—

 
—

 
—

 
367

 
62

 
429

 
429

Permanent mortgage guaranteed by U.S. government agencies
4,331

 
4,658

 
8,989

 
—

 
90

 
90

 
9,079

Home equity
—

 
—

 
—

 
—

 
622

 
622

 
622

Total residential mortgage
4,331

 
4,658

 
8,989

 
367

 
774

 
1,141

 
10,130

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Personal
—

 
—

 
—

 
—

 
10

 
10

 
10

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
$
4,331

 
$
4,658

 
$
8,989

 
$
892

 
$
784

 
$
1,676

 
$
10,665

 

- 87 -


The following table summarizes, by loan class, the recorded investment at March 31, 2017 and 2016, respectively, of loans modified as TDRs within the previous 12 months and for which there was a payment default during the three months ended March 31, 2017 and 2016, respectively (in thousands):

 
Three Months Ended
March 31, 2017
 
Three Months Ended
March 31, 2016
 
Accruing
 
Nonaccrual
 
Total
 
Accruing
 
Nonaccrual
 
Total
Commercial:
 
 
 
 
 
 
 
 
 
 
 
Energy
$
—

 
$
5,646

 
$
5,646

 
$
—

 
$
2,829

 
$
2,829

Services
—

 
—

 
—

 
—

 
—

 
—

Wholesale/retail
—

 
—

 
—

 
—

 
—

 
—

Manufacturing
—

 
—

 
—

 
—

 
—

 
—

Healthcare
—

 
—

 
—

 
—

 
—

 
—

Other commercial and industrial
—

 
—

 
—

 
—

 
—

 
—

Total commercial
—

 
5,646

 
5,646

 
—

 
2,829

 
2,829

 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
Residential construction and land development
—

 
—

 
—

 
—

 
—

 
—

Retail
—

 
—

 
—

 
—

 
—

 
—

Office
—

 
—

 
—

 
—

 
—

 
—

Multifamily
—

 
—

 
—

 
—

 
—

 
—

Industrial
—

 
—

 
—

 
—

 
—

 
—

Other real estate loans
—

 
—

 
—

 
—

 
—

 
—

Total commercial real estate
—

 
—

 
—

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage:
 
 
 
 
 
 
 
 
 
 
 
Permanent mortgage
—

 
678

 
678

 
—

 
1,597

 
1,597

Permanent mortgage guaranteed by U.S. government agencies
17,106

 
1,136

 
18,242

 
22,606

 
1,346

 
23,952

Home equity
—

 
997

 
997

 
—

 
365

 
365

Total residential mortgage
17,106

 
2,811

 
19,917

 
22,606

 
3,308

 
25,914

 
 
 
 
 
 
 
 
 
 
 
 
Personal
—

 
—

 
—

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
Total
$
17,106

 
$
8,457

 
$
25,563

 
$
22,606

 
$
6,137

 
$
28,743


A payment default is defined as being 30 days or more past due. The table above includes loans that experienced a payment default during the period, but may be performing in accordance with the modified terms as of the balance sheet date.
 

- 88 -


Nonaccrual & Past Due Loans

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

A summary of loans currently performing, loans past due and accruing and nonaccrual loans as of March 31, 2017 is as follows (in thousands):
 
 
 
 
Past Due
 
 
 
 
 
 
Current
 
30 to 59
Days
 
60 to 89 Days
 
90 Days
or More
 
Nonaccrual
 
Total
Commercial:
 
 
 
 
 
 
 
 
 
 
 
 
Energy
 
$
2,426,100

 
$
437

 
$
150

 
$
—

 
$
110,425

 
$
2,537,112

Services
 
3,002,984

 
2,395

 
234

 
49

 
7,713

 
3,013,375

Wholesale/retail
 
1,495,023

 
130

 
—

 
—

 
11,090

 
1,506,243

Manufacturing
 
537,168

 
115

 
240

 
—

 
5,907

 
543,430

Healthcare
 
2,264,266

 
—

 
429

 
—

 
909

 
2,265,604

Other commercial and industrial
 
440,484

 
—

 
81

 
—

 
20,781

 
461,346

Total commercial
 
10,166,025

 
3,077

 
1,134

 
49

 
156,825

 
10,327,110

 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 

 
 

 
 
 
 

 
 

 
 

Residential construction and land development
 
133,064

 
314

 
—

 
—

 
2,616

 
135,994

Retail
 
744,732

 
—

 
—

 
—

 
314

 
745,046

Office
 
860,476

 
—

 
—

 
—

 
413

 
860,889

Multifamily
 
922,952

 
15

 
—

 
—

 
24

 
922,991

Industrial
 
871,362

 
25

 
—

 
—

 
76

 
871,463

Other real estate loans
 
333,648

 
—

 
—

 
—

 
1,032

 
334,680

Total commercial real estate
 
3,866,234

 
354

 
—

 
—

 
4,475

 
3,871,063

 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage:
 
 

 
 

 
 
 
 

 
 

 
 

Permanent mortgage
 
948,191

 
5,364

 
—

 
—

 
24,188

 
977,743

Permanent mortgages guaranteed by U.S. government agencies
 
45,643

 
29,853

 
—

 
118,577

 
10,108

 
204,181

Home equity
 
750,914

 
1,376

 
266

 
9

 
11,785

 
764,350

Total residential mortgage
 
1,744,748

 
36,593

 
266

 
118,586

 
46,081

 
1,946,274

 
 
 
 
 
 
 
 
 
 
 
 
 
Personal
 
846,652

 
430

 
105

 
37

 
235

 
847,459

 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
16,623,659

 
$
40,454

 
$
1,505

 
$
118,672

 
$
207,616

 
$
16,991,906



- 89 -


A summary of loans currently performing, loans past due and accruing and nonaccrual loans as of December 31, 2016 is as follows (in thousands):

 
 
 
 
Past Due
 
 
 
 
 
 
Current
 
30 to 59
Days
 
60 to 89 Days
 
90 Days
or More
 
Nonaccrual
 
Total
Commercial:
 
 
 
 
 
 
 
 
 
 
 
 
Energy
 
$
2,364,890

 
$
479

 
—

 
$
—

 
$
132,499

 
$
2,497,868

Services
 
3,099,605

 
191

 
1,021

 
—

 
8,173

 
3,108,990

Wholesale/retail
 
1,561,650

 
3,761

 
—

 
—

 
11,407

 
1,576,818

Manufacturing
 
509,662

 
382

 
—

 
—

 
4,931

 
514,975

Healthcare
 
2,201,050

 
—

 
41

 
—

 
825

 
2,201,916

Other commercial and industrial
 
468,981

 
155

 
3

 
—

 
21,118

 
490,257

Total commercial
 
10,205,838

 
4,968

 
1,065

 
—

 
178,953

 
10,390,824

 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 

 
 

 
 
 
 

 
 

 
 

Residential construction and land development
 
132,100

 
—

 
—

 
—

 
3,433

 
135,533

Retail
 
761,562

 
—

 
—

 
—

 
326

 
761,888

Office
 
798,462

 
—

 
—

 
—

 
426

 
798,888

Multifamily
 
903,234

 
—

 
—

 
—

 
38

 
903,272

Industrial
 
871,673

 
—

 
—

 
—

 
76

 
871,749

Other real estate loans
 
336,488

 
6

 
—

 
—

 
1,222

 
337,716

Total commercial real estate
 
3,803,519

 
6

 
—

 
—

 
5,521

 
3,809,046

 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage:
 
 

 
 

 
 
 
 

 
 

 
 

Permanent mortgage
 
979,386

 
3,299

 
1,280

 
—

 
22,855

 
1,006,820

Permanent mortgages guaranteed by U.S. government agencies
 
40,594

 
17,465

 
13,803

 
115,679

 
11,846

 
199,387

Home equity
 
729,493

 
2,276

 
337

 
—

 
11,519

 
743,625

Total residential mortgage
 
1,749,473

 
23,040

 
15,420

 
115,679

 
46,220

 
1,949,832

 
 
 
 
 
 
 
 
 
 
 
 
 
Personal
 
838,811

 
589

 
263

 
5

 
290

 
839,958

 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
16,597,641

 
$
28,603

 
16,748

 
$
115,684

 
$
230,984

 
$
16,989,660



- 90 -


A summary of loans currently performing, loans past due and accruing and nonaccrual loans as of March 31, 2016 is as follows (in thousands):

 
 
 
 
Past Due
 
 
 
 
 
 
Current
 
30 to 59
Days
 
60 to 89 Days
 
90 Days
or More
 
Nonaccrual
 
Total
Commercial:
 
 
 
 
 
 
 
 
 
 
 
 
Energy
 
$
2,864,408

 
$
3,001

 
—

 
$
2,458

 
$
159,553

 
$
3,029,420

Services
 
2,714,697

 
4,682

 
—

 
—

 
9,512

 
2,728,891

Wholesale/retail
 
1,443,503

 
4,658

 
—

 
—

 
3,685

 
1,451,846

Manufacturing
 
600,029

 
—

 
—

 
304

 
312

 
600,645

Healthcare
 
1,994,402

 
—

 
—

 
—

 
1,023

 
1,995,425

Other commercial and industrial
 
481,286

 
266

 
79

 
—

 
567

 
482,198

Total commercial
 
10,098,325

 
12,607

 
79

 
2,762

 
174,652

 
10,288,425

 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 

 
 

 
 

 
 

 
 

 
 

Residential construction and land development
 
167,160

 
—

 
—

 
—

 
4,789

 
171,949

Retail
 
809,220

 
—

 
—

 
—

 
1,302

 
810,522

Office
 
694,923

 
—

 
—

 
—

 
629

 
695,552

Multifamily
 
728,183

 
—

 
—

 
5,256

 
250

 
733,689

Industrial
 
564,391

 
—

 
—

 
—

 
76

 
564,467

Other real estate loans
 
392,104

 
—

 
—

 
—

 
2,224

 
394,328

Total commercial real estate
 
3,355,981

 
—

 
—

 
5,256

 
9,270

 
3,370,507

 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage:
 
 

 
 

 
 

 
 

 
 

 
 

Permanent mortgage
 
918,965

 
1,378

 
565

 
—

 
27,497

 
948,405

Permanent mortgages guaranteed by U.S. government agencies
 
43,259

 
14,835

 
12,490

 
107,216

 
19,550

 
197,350

Home equity
 
710,824

 
1,945

 
255

 
—

 
10,530

 
723,554

Total residential mortgage
 
1,673,048

 
18,158

 
13,310

 
107,216

 
57,577

 
1,869,309

 
 
 
 
 
 
 
 
 
 
 
 
 
Personal
 
493,722

 
266

 
5

 
1

 
331

 
494,325

 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
15,621,076

 
$
31,031

 
13,394

 
$
115,235

 
$
241,830

 
$
16,022,566


- 91 -


(5) Acquisitions


On December 1, 2016, the Company acquired MBT Bancshares (“MBT”), parent company of Missouri Bank and Trust of Kansas City (“Mobank”) following regulatory approval of the transaction. Mobank operated four banking branches in the Kansas City, Mo. area. BOK Financial paid $102.5 million in an all-cash deal for all outstanding shares of MBT stock. MBT was merged into BOK Financial and Mobank became a wholly owned subsidiary of BOK Financial on December 1, 2016. On February 21, 2017, Mobank was merged with the Bank of Kansas City division of BOKF, NA. All branches in the Kansas City market will operate under the Mobank name. The preliminary purchase price allocation was updated in the first quarter of 2017 resulting in a $2.0 million increase in identifiable intangibles, $1.5 million decrease in premises and equipment and other repossessed assets, and a $526 thousand decrease in goodwill.
(6) Mortgage Banking Activities

Residential Mortgage Loan Production

The Company originates, markets and services conventional and government-sponsored residential mortgage loans. Generally, conforming fixed rate residential mortgage loans are held for sale in the secondary market and non-conforming and adjustable-rate residential mortgage loans are retained for investment. Residential mortgage loans originated for sale by the Company are carried at fair value based on sales commitments and market quotes. Changes in the fair value of mortgage loans held for sale are included in Other operating revenue – Mortgage banking revenue. Residential mortgage loans held for sale also includes the fair value of residential mortgage loan commitments and forward sale 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):
 
 
March 31, 2017
 
Dec. 31, 2016
 
March 31, 2016
 
 
Unpaid Principal Balance/
Notional
 
Fair Value
 
Unpaid Principal Balance/
Notional
 
Fair Value
 
Unpaid
Principal
 Balance/
Notional
 
Fair Value
Residential mortgage loans held for sale
 
$
237,811

 
$
237,695

 
$
286,414

 
$
286,971

 
$
309,040

 
$
318,191

Residential mortgage loan commitments
 
381,732

 
14,267

 
318,359

 
9,733

 
902,986

 
20,170

Forward sales contracts
 
586,517

 
(3,255
)
 
569,543

 
5,193

 
1,012,041

 
(6,321
)
 
 
 

 
$
248,707

 
 

 
$
301,897

 
 

 
$
332,040


No residential mortgage loans held for sale were 90 days or more past due or considered impaired as of March 31, 2017, December 31, 2016 or March 31, 2016. No credit losses were recognized on residential mortgage loans held for sale for the three month periods ended March 31, 2017 and 2016.

- 92 -


Mortgage banking revenue was as follows (in thousands):
 
 
Three Months Ended
March 31,
 
 
2017
 
2016
Production revenue:
 
 
 
 
Net realized gains on sale of mortgage loans
 
$
12,703

 
$
8,449

Net change in unrealized gain on mortgage loans held for sale
 
(246
)
 
3,283

Net change in the fair value of mortgage loan commitments
 
4,534

 
12,036

Net change in the fair value of forward sales contracts
 
(8,448
)
 
(7,121
)
Total production revenue
 
8,543

 
16,647

Servicing revenue
 
16,648

 
15,453

Total mortgage banking revenue
 
$
25,191

 
$
32,100


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.

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):
 
 
March 31,
2017
 
Dec. 31,
2016
 
March 31,
2016
Number of residential mortgage loans serviced for others
 
138,778

 
139,340

 
134,040

Outstanding principal balance of residential mortgage loans serviced for others
 
$
22,015,021

 
$
21,997,568

 
$
20,294,662

Weighted average interest rate
 
3.96
%
 
3.97
%
 
4.10
%
Remaining term (in months)
 
300

 
301

 
300


Activity in capitalized mortgage servicing rights during the three months ended March 31, 2017 was as follows (in thousands):
 
 
Purchased
 
Originated
 
Total
Balance, Dec. 31, 2016
 
$
8,909

 
$
238,164

 
$
247,073

Additions, net
 
—

 
8,436

 
8,436

Change in fair value due to scheduled payments and full-balance payoffs
 
(509
)
 
(7,453
)
 
(7,962
)
Change in fair value due to market assumption changes
 
(84
)
 
1,940

 
1,856

Balance, March 31, 2017
 
$
8,316

 
$
241,087

 
$
249,403

 
Activity in capitalized mortgage servicing rights during the three months ended March 31, 2016 was as follows (in thousands):
 
 
Purchased
 
Originated
 
Total
Balance, Dec. 31, 2015
 
$
9,911

 
$
208,694

 
$
218,605

Additions, net
 
—

 
13,582

 
13,582

Change in fair value due to scheduled payments and full-balance payoffs
 
(626
)
 
(7,518
)
 
(8,144
)
Change in fair value due to market assumption changes
 
(3,336
)
 
(24,652
)
 
(27,988
)
Balance, March 31, 2016
 
$
5,949

 
$
190,106

 
$
196,055

 


- 93 -


Changes in the fair value of mortgage servicing rights are included in Other operating revenue in the Consolidated Statements of Earnings. Changes in fair value due to actual loan payments are included in Mortgage banking costs. Changes in fair value due to market assumption changes are reported separately. Changes in fair value due to market assumption changes during the period relate to assets held at the reporting date.

There is no active market for trading in mortgage servicing rights after origination. Fair value is determined by discounting the projected net cash flows. Significant assumptions used to determine fair value based on significant unobservable inputs were as follows:
 
 
March 31,
2017
 
Dec. 31,
2016
 
March 31,
2016
Discount rate – risk-free rate plus a market premium
 
10.08%
 
10.08%
 
10.11%
Prepayment rate - based upon loan interest rate, original term and loan type
 
8.66%-18.17%
 
8.98%-16.91%
 
8.88%-35.21%
Loan servicing costs – annually per loan based upon loan type:
 
 
 
 
 
 
Performing loans
 
$63-$120
 
$63 - $120
 
$63 - $120
Delinquent loans
 
$150-$500
 
$150 - $500
 
$150 - $500
Loans in foreclosure
 
$650-$4250
 
$650 - $4,250
 
$650 - $4,250
Escrow earnings rate – indexed to rates paid on deposit accounts with comparable average life
 
2.06%
 
1.98%
 
1.19%
Primary/secondary mortgage rate spread
 
105 bps
 
105 bps
 
120 bps

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

The interest rate sensitivity of our mortgage servicing rights is modeled over a range of +/- 50 basis points. At March 31, 2017, a 50 basis point decrease in mortgage interest rates is expected to decrease the fair value of our mortgage servicing rights by $30 million. A 50 basis point increase in mortgage interest rates is expected to increase the fair value of our mortgage servicing rights by $25 million. In the model, changes in the value of servicing rights due to changes in interest rates assume stable relationships between residential mortgage rates and prepayment speeds. Changes in market conditions can cause variations from these assumptions. These factors and others may cause changes in the value of our mortgage servicing rights to differ from our expectations.

The aging status of our mortgage loans serviced for others by investor at March 31, 2017 follows (in thousands):
 
 
 
 
Past Due
 
 
 
 
Current
 
30 to 59
Days
 
60 to 89
Days
 
90 Days or More
 
Total
FHLMC
 
$
8,052,339

 
$
48,670

 
$
12,098

 
$
24,705

 
$
8,137,812

FNMA
 
6,848,773

 
43,151

 
9,914

 
20,839

 
6,922,677

GNMA
 
6,253,924

 
156,821

 
43,016

 
15,492

 
6,469,253

Other
 
478,594

 
4,171

 
646

 
1,868

 
485,279

Total
 
$
21,633,630

 
$
252,813

 
$
65,674

 
$
62,904

 
$
22,015,021


The Company has obligations to repurchase or provide indemnification for residential mortgage loans sold to government sponsored entities due to standard representations and warranties made under contractual agreements and to service loans in accordance with investor guidelines. The Company has established accruals for losses related to these obligations that are included in Other liabilities in the Consolidated Balance Sheets and in Mortgage banking costs in the Consolidated Statements of Earnings. 

The Company repurchased 5 loans from the agencies for $598 thousand during the first quarter of 2017. There were three indemnifications on loans paid during the first quarter of 2017. Losses recognized on repurchases were insignificant.

- 94 -


A summary of unresolved deficiency requests from the agencies follows (in thousands, except for number of unresolved deficiency requests):
 
March 31,
 
2017
 
2016
Number of unresolved deficiency requests
185

 
220

Aggregate outstanding principal balance subject to unresolved deficiency requests
$
9,622

 
$
20,292

Unpaid principal balance subject to indemnification by the Company
5,249

 
4,668


The activity in the accruals for mortgage losses related to repurchases is summarized as follows (in thousands).
 
Three Months Ended
March 31,
 
2017
 
2016
Beginning balance
$
2,788

 
$
3,359

Provision for losses
(199
)
 
(118
)
Charge-offs, net
(2
)
 
(267
)
Ending balance
$
2,587


$
2,974


- 95 -


(7)  Commitments and Contingent Liabilities

Litigation Contingencies

As a member of Visa, BOK Financial is obligated for a proportionate share of certain covered litigation losses incurred by Visa under a retrospective responsibility plan. A contingent liability was recognized for the Company’s share of Visa’s covered litigation liabilities. Visa funded an escrow account to cover litigation claims, including covered litigation losses under the retrospective responsibility plan, with proceeds from its initial public offering in 2008 and from available cash.
BOK Financial currently owns 252,233 Visa Class B shares which are convertible into 415,755 shares of Visa Class A shares after the final settlement of all covered litigation. Class B shares may be diluted in the future if the escrow fund is not adequate to cover future covered litigation costs. Therefore, no value has been currently assigned to the Class B shares and no value may be assigned until the Class B shares are converted into a known number of Class A shares.
On March 3, 2015, BOKF, NA and the Company were named as defendants in a class action alleging (1) that the manner in which the Bank posted charges to its consumer deposit accounts was improper from September 1, 2011 through July 8, 2014, the period after which the Bank and BOK Financial had settled a class action respecting a similar claim, and before it made changes to its posting order and (2) that the manner in which the Bank posted charges to its small business deposit accounts was improper from July 9, 2009 through July 8, 2014. Following mediation of the case in August 2016, the Class Representatives and the Bank reached a settlement of the action for $7.8 million. The Settlement has been approved by the Court in a final order, the Company has funded the settlement, and the settlement is being implemented. 
On June 24, 2015, the Bank received a complaint alleging that an employee had colluded with a bond issuer and an individual in misusing revenues pledged to municipal bonds for which the Bank served as trustee under the bond indenture. The Company conducted an investigation and concluded that employees in one of its Corporate Trust offices had, with respect to a single group of affiliated bond issuances, violated Company policies and procedures by waiving financial covenants, granting forbearances and accepting without disclosure to the bondholders, debt service payments from sources other than pledged revenues. The relationship manager was terminated. The Company reported the circumstances to, and cooperated with an investigation by, the Securities and Exchange Commission ("SEC"). On December 28, 2015, in an action brought by the SEC, the United States District Court for the District of New Jersey entered a judgment against the principals involved in issuing the bonds, precluding the principals from denying the alleged violations of the federal securities laws and requiring the principals to pay all outstanding principal, accrued interest, and other amounts required under the bond documents (estimated to be approximately $73 million, less the value of the facilities securing repayment of the bonds), subject to oversight by a court appointed monitor. On September 7, 2016, the Bank agreed, and the SEC entered, a consent order finding that the Bank had violated Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act and requiring the Bank to disgorge $1,067,721 of fees and pay a civil penalty of $600,000. The Bank has disgorged the fees and paid the penalty.  On August 26, 2016, the Bank was sued in the United States District Court for New Jersey by two bondholders in a putative class action on behalf of all holders of the bonds alleging the Bank participated in the fraudulent sale of securities by the principals. On September 14, 2016, the Bank was sued in the District Court of Tulsa County, Oklahoma by 19 bondholders alleging the Bank participated in the fraudulent sale of securities by the principals. Management has been advised by counsel that the Bank has valid defenses to the claims. The Bank expects the Court ordered payment plan will result in the payment of the bonds by the principals. Accordingly, no loss is probable at this time and no provision for loss has been made. If the payment plan does not result in payment of the bonds, a loss could become probable. A reasonable estimate cannot be made at this time though the amount could be material to the Company.
On March 14, 2017, the Bank was sued in the United States District Court for the Northern District of Oklahoma by bondholders in a second putative class action. The bondholders in this second action allege two individuals purchased facilities from the principals who are the subject of the SEC New Jersey proceedings by means of the fraudulent sale of $60 million of municipal securities for which the Bank also served as indenture trustee. The bondholders allege the Bank failed to disclose that the seller of the purchased facilities had engaged in the conduct complained of in the New Jersey action. The Bank properly performed all duties as indenture trustee of this second set of municipal securities, timely commenced proceedings against the issuer of the securities when default occurred, is cooperating with the SEC in actions against the two principals, is not a target of the SEC proceedings, and has been advised by counsel that the Bank has valid defenses to the claims of these bondholders. It is the opinion of management that no loss is probable at this time.

- 96 -


The Director of the New Mexico Securities Division of the State of New Mexico Regulation and Licensing Department ("the Director") issued a Notice of Contemplated Action in connection with the purchases of various municipal bonds by the elected County Treasurer of Bernalillo County, New Mexico, from BOK Financial Securities, Inc., the Company’s broker-dealer affiliate. The Notice was settled by a $125,000 payment to the Division’s Educational fund, without any fine, penalty or sanction. The County of Bernalillo, New Mexico, has commenced arbitration pursuant to the Arbitration Rules of FINRA seeking recovery of $5.6 million arising out of the purchases. The Company has been advised that any recovery by the County is remote.
On March 30, 2017, two deposit customers of the Bank sued the Bank in the District Court of Harris County, Texas. A judgment creditor had served a garnishment summons on the Bank. The deposit customers allege that, because the Bank was unable to produce adequate documentation of ownership of a series of deposit accounts at the Bank owned by them, they were compelled to enter into a settlement agreement with the judgment creditor pursuant to which the Bank paid $4.2 million from the accounts to the judgment creditor. The two deposit customers seek $7 million. The amount of liability, if any, has not been quantified at this time. Although a loss may be probable, the amount of the liability, if any, cannot be quantified at this time.
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 two private equity funds 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 determined by the nature of the entity. Variable interest entities are generally defined as entities that either do not have sufficient equity to finance their activities without support from other parties or whose equity investors lack a controlling financial interest. Variable interest entities are consolidated based on the determination that the Company is the primary beneficiary including the power to direct the activities that most significantly impact the variable interest's economic performance and the obligation to absorb losses of the variable interest or the right to receive benefits of the variable interest that could be significant to the variable interest.

BOKF Equity, LLC, an indirect wholly-owned subsidiary, is the general partner of two consolidated private equity funds (“the Funds”). The Funds provide alternative investment opportunities to certain customers, some of which are related parties, through unaffiliated limited partnerships. These unaffiliated limited partnerships generally invest in distressed assets, asset buy-outs or venture capital companies. As general partner, BOKF Equity, LLC has the power to direct activities that most significantly affect the Funds' performance and contingent obligations to make additional investments totaling $4.0 million at March 31, 2017. Substantially all of the obligations are offset by limited partner commitments. The Company does not accrue its contingent liability to fund investments. The Volcker Rule in Title VI of the Dodd-Frank Act will limit both the amount and structure of these types of investments.

Consolidated tax credit investment entities represent the Company's interest in entities earning federal new market tax credits related to qualifying loans. The Company has the power to direct the activities that most significantly impact the variable interest's economic performance of the entity including being the primary beneficiary of or the obligation to absorb losses of the variable interest that could be significant to the variable interest.

Other consolidated alternative investments include entities held under merchant banking authority. While the Company owns a majority of the voting interest in these entities, its ability to manage daily operations is limited by applicable banking regulations. Consolidated other assets includes total tangible assets, identifiable intangible assets and goodwill held by these entities.

The Company also has interests in various unrelated alternative investments generally consisting of unconsolidated limited partnership interests in or loans to entities for which investment return is primarily in the form of tax credits or that invest in distressed real estate loans and properties, energy development, venture capital and other activities. The Company is prohibited by banking regulations from controlling or actively managing the activities of these investments and the Company's maximum exposure to loss is restricted to its investment balance. The Company's obligation to fund alternative investments is included in Other liabilities in the Consolidated Balance Sheets.


- 97 -


A summary of consolidated and unconsolidated alternative investments as of March 31, 2017, December 31, 2016 and March 31, 2016 is as follows (in thousands):

 
 
March 31, 2017
 
 
Loans
 
Other
assets
 
Other
liabilities
 
Other
borrowings
 
Non-controlling
interests
Consolidated:
 
 
 
 
 
 
 
 
 
 
Private equity funds
 
$
—

 
$
17,816

 
$
—

 
$
—

 
$
14,119

Tax credit entities
 
10,000

 
11,430

 
—

 
10,964

 
10,000

Other
 
—

 
16,475

 
1,408

 
847

 
5,031

Total consolidated
 
$
10,000

 
$
45,721

 
$
1,408

 
$
11,811

 
$
29,150

 
 
 
 
 
 
 
 
 
 
 
Unconsolidated:
 
 
 
 
 
 
 
 
 
 
Tax credit entities
 
$
53,000

 
$
141,231

 
$
59,649

 
$
—

 
$
—

Other
 
—

 
29,611

 
14,045

 
—

 
—

Total unconsolidated
 
$
53,000

 
$
170,842

 
$
73,694

 
$
—

 
$
—


 
 
Dec. 31, 2016
 
 
Loans
 
Other
assets
 
Other
liabilities
 
Other
borrowings
 
Non-controlling
interests
Consolidated:
 
 
 
 
 
 
 
 
 
 
Private equity funds
 
$
—

 
$
17,357

 
$
—

 
$
—

 
$
13,237

Tax credit entities
 
10,000

 
11,585

 
—

 
10,964

 
10,000

Other
 
—

 
29,783

 
3,189

 
1,092

 
8,266

Total consolidated
 
$
10,000

 
$
58,725

 
$
3,189

 
$
12,056

 
$
31,503

 
 
 
 
 
 
 
 
 
 
 
Unconsolidated:
 
 
 
 
 
 
 
 
 
 
Tax credit entities
 
$
44,488

 
$
143,715

 
$
63,329

 
$
—

 
$
—

Other
 
—

 
31,675

 
15,028

 
—

 
—

Total unconsolidated
 
$
44,488

 
$
175,390

 
$
78,357

 
$
—

 
$
—


 
 
March 31, 2016
 
 
Loans
 
Other
assets
 
Other
liabilities
 
Other
borrowings
 
Non-controlling
interests
Consolidated:
 
 
 
 
 
 
 
 
 
 
Private equity funds
 
$
—

 
$
22,120

 
$
—

 
$
—

 
$
17,166

Tax credit entities
 
10,000

 
12,051

 
—

 
10,964

 
10,000

Other
 
—

 
36,238

 
2,663

 
2,738

 
7,544

Total consolidated
 
$
10,000

 
$
70,409

 
$
2,663

 
$
13,702

 
$
34,710

 
 
 
 
 
 
 
 
 
 
 
Unconsolidated:
 
 
 
 
 
 
 
 
 
 
Tax credit entities
 
$
32,679

 
$
105,505

 
$
33,091

 
$
—

 
$
—

Other
 
—

 
15,298

 
6,303

 
—

 
—

Total unconsolidated
 
$
32,679

 
$
120,803

 
$
39,394

 
$
—

 
$
—



- 98 -


Other Commitments and Contingencies

At March 31, 2017, Cavanal Hill Funds’ assets included U.S. Treasury, cash management and tax-free money market funds. Assets of these funds consist of highly-rated, short-term obligations of the U.S. Treasury, corporate issuers and U.S. states and municipalities. The net asset value of units in these funds was $1.00 at March 31, 2017. An investment in these funds is not insured by the Federal Deposit Insurance Corporation or guaranteed by BOK Financial or any of its subsidiaries. BOK Financial may, but is not obligated to purchase assets from these funds to maintain the net asset value at $1.00. No assets were purchased from the funds in 2017 or 2016.
(8) Shareholders' Equity

On April 25, 2017, the Company declared a quarterly cash dividend of $0.44 per common share on or about May 26, 2017 to shareholders of record as of May 12, 2017.

Dividends declared were $0.44 per share during the three months ended March 31, 2017 and $0.43 per share during the three months ended March 31, 2016.

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. AOCI also includes unrealized gains on AFS securities that were transferred from AFS to investment securities in the third quarter of 2011. Such amounts are being amortized over the estimated remaining life of the security as an adjustment to yield, offsetting the related amortization of premium on the transferred securities. Unrealized losses on employee benefit plans will be reclassified into income as pension plan costs are recognized over the remaining service period of plan participants. Gains and losses in AOCI are net of deferred income taxes.

A rollforward of the components of accumulated other comprehensive income (loss) is included as follows (in thousands):
 
 
Unrealized Gain (Loss) on
 
 
 
 
Available for Sale Securities
 
Investment Securities Transferred from AFS
 
Employee Benefit Plans
 
Total
Balance, Dec. 31, 2015
 
$
23,284

 
$
68

 
$
(1,765
)
 
$
21,587

Net change in unrealized gain (loss)
 
121,091

 
—

 
—

 
121,091

Reclassification adjustments included in earnings:
 
 
 
 
 
 
 
 
Interest revenue, Investment securities, Taxable securities
 
—

 
(69
)
 
—

 
(69
)
Gain on available for sale securities, net
 
(3,964
)
 
—

 
—

 
(3,964
)
Other comprehensive income (loss), before income taxes
 
117,127

 
(69
)
 
—

 
117,058

Federal and state income taxes1
 
45,563

 
(27
)
 
—

 
45,536

Other comprehensive income (loss), net of income taxes
 
71,564

 
(42
)
 
—

 
71,522

Balance, March 31, 2016
 
$
94,848

 
$
26

 
$
(1,765
)
 
$
93,109

 
 
 
 
 
 
 
 
 
Balance, Dec. 31, 2016
 
$
(9,087
)
 
$
—

 
$
(1,880
)
 
$
(10,967
)
Net change in unrealized gain (loss)
 
11,411

 
—

 
—

 
11,411

Reclassification adjustments included in earnings:
 
 
 
 
 
 
 
 
Interest revenue, Investment securities, Taxable securities
 
—

 


 
—

 
—

Gain on available for sale securities, net
 
(2,049
)
 
—

 
—

 
(2,049
)
Other comprehensive income (loss), before income taxes
 
9,362

 
—

 
—

 
9,362

Federal and state income taxes1
 
3,616

 


 
—

 
3,616

Other comprehensive income (loss), net of income taxes
 
5,746

 
—

 
—

 
5,746

Balance, March 31, 2017
 
$
(3,341
)
 
$
—

 
$
(1,880
)
 
$
(5,221
)
1 
Calculated using a 39 percent effective tax rate.

- 99 -


(9)  Earnings Per Share
 
(In thousands, except share and per share amounts)
 
Three Months Ended
March 31,
 
 
2017
 
2016
Numerator:
 
 
 
 
Net income attributable to BOK Financial Corp. shareholders
 
$
88,356

 
$
42,564

Less: Earnings allocated to participating securities
 
1,003

 
538

Numerator for basic earnings per share – income available to common shareholders
 
87,353

 
42,026

Effect of reallocating undistributed earnings of participating securities
 
—

 
—

Numerator for diluted earnings per share – income available to common shareholders
 
$
87,353

 
$
42,026

 
 
 
 
 
Denominator:
 
 

 
 

Weighted average shares outstanding
 
65,457,772

 
66,131,166

Less:  Participating securities included in weighted average shares outstanding
 
741,808

 
834,625

Denominator for basic earnings per common share
 
64,715,964

 
65,296,541

Dilutive effect of employee stock compensation plans1
 
67,773

 
34,887

Denominator for diluted earnings per common share
 
64,783,737

 
65,331,428

 
 
 
 
 
Basic earnings per share
 
$
1.35

 
$
0.64

Diluted earnings per share
 
$
1.35

 
$
0.64

1  Excludes employee stock options with exercise prices greater than current market price.
 
—

 
244,019



- 100 -


(10)  Reportable Segments

Reportable segments reconciliation to the Consolidated Financial Statements for the three months ended March 31, 2017 is as follows (in thousands):
 
 
Commercial
 
Consumer
 
Wealth
Management
 
Funds Management and Other
 
BOK
Financial
Consolidated
Net interest revenue from external sources
 
$
134,704

 
$
21,129

 
$
11,485

 
$
33,864

 
$
201,182

Net interest revenue (expense) from internal sources
 
(16,793
)
 
10,952

 
8,856

 
(3,015
)
 
—

Net interest revenue
 
117,911

 
32,081

 
20,341

 
30,849

 
201,182

Provision for credit losses
 
(1,462
)
 
1,272

 
40

 
150

 
—

Net interest revenue after provision for credit losses
 
119,373

 
30,809

 
20,301

 
30,699

 
201,182

Other operating revenue
 
46,270

 
47,306

 
74,158

 
2,562

 
170,296

Other operating expense
 
52,436

 
53,532

 
60,410

 
78,333

 
244,711

Net direct contribution
 
113,207

 
24,583

 
34,049

 
(45,072
)
 
126,767

Gain (loss) on financial instruments, net
 
38

 
(1,667
)
 
—

 
1,629

 
—

Change in fair value of mortgage servicing rights
 
—

 
1,856

 
—

 
(1,856
)
 
—

Loss on repossessed assets, net
 
(5
)
 
(136
)
 
—

 
141

 
—

Corporate expense allocations
 
8,631

 
16,868

 
10,672

 
(36,171
)
 
—

Net income before taxes
 
104,609

 
7,768

 
23,377

 
(8,987
)
 
126,767

Federal and state income taxes
 
40,693

 
3,022

 
9,094

 
(14,706
)
 
38,103

Net income
 
63,916

 
4,746

 
14,283

 
5,719

 
88,664

Net income attributable to non-controlling interests
 
—

 
—

 
—

 
308

 
308

Net income attributable to BOK Financial Corp. shareholders
 
$
63,916

 
$
4,746

 
$
14,283

 
$
5,411

 
$
88,356

 
 
 
 
 
 
 
 
 
 
 
Average assets
 
$
17,438,776

 
$
8,648,562

 
$
7,160,849

 
$
(293,198
)
 
$
32,954,989

 

- 101 -


Reportable segments reconciliation to the Consolidated Financial Statements for the three months ended March 31, 2016 is as follows (in thousands):
 
 
Commercial
 
Consumer
 
Wealth
Management
 
Funds Management and Other
 
BOK
Financial
Consolidated
Net interest revenue from external sources
 
$
116,637

 
$
21,449

 
$
6,078

 
$
38,408

 
$
182,572

Net interest revenue (expense) from internal sources
 
(14,632
)
 
9,353

 
$
7,663

 
(2,384
)
 
—

Net interest revenue
 
102,005

 
30,802

 
13,741

 
36,024

 
182,572

Provision for credit losses
 
21,572

 
1,702

 
(150
)
 
11,876

 
35,000

Net interest revenue after provision for credit losses
 
80,433

 
29,100

 
13,891

 
24,148

 
147,572

Other operating revenue
 
45,108

 
54,029

 
68,747

 
(10,470
)
 
157,414

Other operating expense
 
56,070

 
55,718

 
60,684

 
70,098

 
242,570

Net direct contribution
 
69,471

 
27,411

 
21,954

 
(56,420
)
 
62,416

Gain on financial instruments, net
 
—

 
16,581

 
—

 
(16,581
)
 
—

Change in fair value of mortgage servicing rights
 
—

 
(27,988
)
 
—

 
27,988

 
—

Gain (loss) on repossessed assets, net
 
(82
)
 
153

 
—

 
(71
)
 
—

Corporate expense allocations
 
8,744

 
15,978

 
10,535

 
(35,257
)
 
—

Net income before taxes
 
60,645

 
179

 
11,419

 
(9,827
)
 
62,416

Federal and state income taxes
 
23,591

 
70

 
4,442

 
(6,675
)
 
21,428

Net income
 
37,054

 
109

 
6,977

 
(3,152
)
 
40,988

Net loss attributable to non-controlling interests
 
—

 
—

 
—

 
(1,576
)
 
(1,576
)
Net income attributable to BOK Financial Corp. shareholders
 
$
37,054

 
$
109

 
$
6,977

 
$
(1,576
)
 
$
42,564

 
 
 
 
 
 
 
 
 
 
 
Average assets
 
$
16,969,015

 
$
8,687,289

 
$
5,565,047

 
$
287,120

 
$
31,508,471

 


- 102 -


(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. Certain assets and liabilities are recorded in the Company’s financial statements at fair value. Some are recorded on a recurring basis and some on a non-recurring basis.

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

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

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

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

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

Transfers between levels are recognized as of the end of the reporting period. There were no transfers in or out of quoted prices in active markets for identical instruments to significant other observable inputs or significant unobservable inputs during the three months ended March 31, 2017 and 2016, respectively. Transfers between significant other observable inputs and significant unobservable inputs during the three months ended March 31, 2017 and 2016 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 March 31, 2017, December 31, 2016 or March 31, 2016.


- 103 -


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 March 31, 2017 (in thousands):
 
 
Total
 
Quoted Prices in Active Markets for Identical Instruments (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs
(Level 3)
Assets:
 
 
 
 
 
 
 
 
Trading securities:
 
 
 
 
 
 
 
 
U.S. government agency debentures
 
$
18,365

 
$
—

 
$
18,365

 
$
—

U.S. government agency residential mortgage-backed securities
 
578,977

 
—

 
578,977

 
—

Municipal and other tax-exempt securities
 
45,114

 
—

 
45,114

 
—

Other trading securities
 
34,700

 
—

 
34,700

 
—

Total trading securities
 
677,156

 
—

 
677,156

 
—

Available for sale securities:
 
 

 
 

 
 

 
 

U.S. Treasury
 
999

 
999

 
—

 
—

Municipal and other tax-exempt securities
 
35,453

 
—

 
29,731

 
5,722

U.S. government agency residential mortgage-backed securities
 
5,372,916

 
—

 
5,372,916

 
—

Privately issued residential mortgage-backed securities
 
108,626

 
—

 
108,626

 
—

Commercial mortgage-backed securities guaranteed by U.S. government agencies
 
2,877,028

 
—

 
2,877,028

 
—

Other debt securities
 
4,153

 
—

 
—

 
4,153

Perpetual preferred stock
 
19,272

 
—

 
19,272

 
—

Equity securities and mutual funds
 
18,844

 
3,906

 
14,938

 
—

Total available for sale securities
 
8,437,291

 
4,905

 
8,422,511

 
9,875

Fair value option securities – U.S. government agency residential mortgage-backed securities
 
441,714

 
—

 
441,714

 
—

Residential mortgage loans held for sale
 
248,707

 
—

 
236,028

 
12,679

Mortgage servicing rights1
 
249,403

 
—

 
—

 
249,403

Derivative contracts, net of cash collateral2
 
304,727

 
12,631

 
292,096

 
—

Liabilities:
 
 

 
 
 
 
 
 
Derivative contracts, net of cash collateral2
 
276,422

 
15,455

 
260,967

 
—

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


- 104 -


The fair value of financial assets and liabilities measured on a recurring basis was as follows as of December 31, 2016 (in thousands):
 
 
Total
 
Quoted Prices in Active Markets for Identical Instruments (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs
(Level 3)
Assets:
 
 
 
 
 
 
 
 
Trading securities:
 
 
 
 
 
 
 
 
U.S. government agency debentures
 
$
6,234

 
$
—

 
$
6,234

 
$
—

U.S. government agency residential mortgage-backed securities
 
310,067

 
—

 
310,067

 
—

Municipal and other tax-exempt securities
 
14,427

 
—

 
14,427

 
—

Other trading securities
 
6,900

 
—

 
6,900

 
—

Total trading securities
 
337,628

 
—

 
337,628

 
—

Available for sale securities:
 
 

 
 

 
 

 
 

U.S. Treasury
 
999

 
999

 
—

 
—

Municipal and other tax-exempt securities
 
40,993

 
—

 
35,204

 
5,789

U.S. government agency residential mortgage-backed securities
 
5,460,386

 
—

 
5,460,386

 
—

Privately issued residential mortgage-backed securities
 
115,535

 
—

 
115,535

 
—

Commercial mortgage-backed securities guaranteed by U.S. government agencies
 
3,017,933

 
—

 
3,017,933

 
—

Other debt securities
 
4,152

 
—

 
—

 
4,152

Perpetual preferred stock
 
18,474

 
—

 
18,474

 
—

Equity securities and mutual funds
 
18,357

 
3,495

 
14,862

 
—

Total available for sale securities
 
8,676,829

 
4,494

 
8,662,394

 
9,941

Fair value option securities – U.S. government agency residential mortgage-backed securities
 
77,046

 
—

 
77,046

 
—

Residential mortgage loans held for sale
 
301,897

 
—

 
290,280

 
11,617

Mortgage servicing rights1
 
247,073

 
—

 
—

 
247,073

Derivative contracts, net of cash collateral2
 
689,872

 
7,541

 
682,331

 
—

Liabilities:
 


 
 
 
 
 
 
Derivative contracts, net of cash collateral2
 
664,531

 
6,972

 
657,559

 
—

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



- 105 -


The fair value of financial assets and liabilities measured on a recurring basis was as follows as of March 31, 2016 (in thousands):
 
 
Total
 
Quoted Prices in Active Markets for Identical Instruments (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs
(Level 3)
Assets:
 
 
 
 
 
 
 
 
Trading securities:
 
 
 
 
 
 
 
 
U.S. government agency debentures
 
$
59,733

 
$
—

 
$
59,733

 
$
—

U.S. government agency residential mortgage-backed securities
 
146,896

 
—

 
146,896

 
—

Municipal and other tax-exempt securities
 
58,797

 
—

 
58,797

 
—

Other trading securities
 
14,113

 
—

 
14,113

 
—

Total trading securities
 
279,539

 
—

 
279,539

 
—

Available for sale securities:
 
 

 
 

 
 

 
 

U.S. Treasury
 
1,003

 
1,003

 
—

 
—

Municipal and other tax-exempt securities
 
51,308

 
—

 
41,694

 
9,614

U.S. government agency residential mortgage-backed securities
 
5,716,525

 
—

 
5,716,525

 
—

Privately issued residential mortgage-backed securities
 
133,030

 
—

 
133,030

 
—

Commercial mortgage-backed securities guaranteed by U.S. government agencies
 
2,942,404

 
—

 
2,942,404

 
—

Other debt securities
 
4,151

 
—

 
—

 
4,151

Perpetual preferred stock
 
19,575

 
—

 
19,575

 
—

Equity securities and mutual funds
 
18,040

 
3,216

 
14,824

 
—

Total available for sale securities
 
8,886,036

 
4,219

 
8,868,052

 
13,765

Fair value option securities – U.S. government agency residential mortgage-backed securities
 
418,887

 
—

 
418,887

 
—

Residential mortgage loans held for sale
 
332,040

 
—

 
323,941

 
8,099

Mortgage servicing rights1
 
196,055

 
—

 
—

 
196,055

Derivative contracts, net of cash collateral2
 
790,146

 
29,533

 
760,613

 
—

Liabilities:
 
 

 
 
 
 
 
 
Derivative contracts, net of cash collateral2
 
705,578

 
3,084

 
702,494

 
—

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



- 106 -


Following is a description of the Company's valuation methodologies used for assets and liabilities measured on a recurring basis:
Securities
The fair values of trading, available for sale and fair value option securities are based on quoted prices for identical instruments in active markets, when available. If quoted prices for identical instruments are not available, fair values are based on significant other observable inputs such as quoted prices of comparable instruments or interest rates and credit spreads, yield curves, volatilities, prepayment speeds and loss severities.

The fair value of certain available for sale 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 counterparty credit rating or equivalent loan grading, derivative contract notional size, price volatility of the underlying commodity, duration of the derivative contracts and expected loss severity. Expected loss severity is based on historical losses for similarly risk graded commercial loan customers. Decreases in counterparty credit rating or grading and increases in price volatility and expected loss severity all tend to increase the credit quality adjustment which reduces the fair value of asset contracts. The reduction in fair value is recognized in earnings during the current period.

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. The change in the fair value would be recognized in earnings in the current period.
Residential Mortgage Loans Held for Sale
Residential mortgage loans held for sale are carried on the balance sheet at fair value. The fair values of residential mortgage loans held for sale are based upon quoted market prices of such loans sold in securitization transactions, including related unfunded loan commitments 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.

Other Assets - Private Equity Funds
The fair value of the portfolio investments of the Company's two private equity funds is based upon net asset value reported by the underlying funds, as adjusted by the general partner when necessary, as a practical expedient to measure the fair value of the investments in the underlying funds. The Company's private equity funds provide customers alternative investment opportunities as limited partners of the funds. As fund of funds, the private equity funds invest in other limited partnerships or limited liability companies that invest substantially all of their assets in U.S. companies pursuing diversified investment strategies including early-stage venture capital, distressed securities and corporate or asset buy-outs. Private equity fund assets are long-term, illiquid investments. No secondary market exists for these assets. The private equity funds typically invest in funds that provide no redemption rights to investors. The fair value of the private equity investments may only be realized through cash distributions from the underlying funds.

See Note 7 for disclosure of the fair value of the private equity funds using the net asset value per share of the underlying investments, as a practical expedient, included in Other assets in the Consolidated Balance Sheets of the Company.

- 107 -


The following represents the changes for the three months ended March 31, 2017 related to assets measured at fair value on a recurring basis using significant unobservable inputs (in thousands):
 
 
Available for Sale Securities
 
 
 
 
Municipal and other tax-exempt securities
 
Other debt securities
 
Residential mortgage loans held for sale
Balance, Dec. 31, 2016
 
$
5,789

 
$
4,152

 
$
11,617

Transfer to Level 3 from Level 21
 
—

 
—

 
1,887

Purchases
 
—

 
—

 
—

Proceeds from sales
 
—

 
—

 
(589
)
Redemptions and distributions
 
—

 
—

 
—

Gain (loss) recognized in earnings:
 
 
 
 
 
 
Mortgage banking revenue
 
—

 
—

 
(236
)
Other comprehensive income (loss):
 
 
 
 
 
 
Net change in unrealized gain (loss)
 
(67
)
 
1

 
—

Balance, March 31, 2017
 
$
5,722

 
$
4,153

 
$
12,679

1 Recurring transfers to Level 3 from Level 2 consist of residential mortgage loans intended for sale to U.S. government agencies that fail to meet conforming standards.
 
The following represents the changes for the three months ended March 31, 2016 related to assets measured at fair value on a recurring basis using significant unobservable inputs (in thousands):
 
 
Available for Sale Securities
 
 
 
 
Municipal and other tax-exempt securities
 
Other debt securities
 
Residential mortgage loans held for sale
Balance, Dec. 31, 2015
 
$
9,610

 
$
4,151

 
$
7,874

Transfer to Level 3 from Level 21
 
—

 
—

 
460

Purchases
 
—

 
—

 
—

Proceeds from sales
 
—

 
—

 
(113
)
Redemptions and distributions
 
—

 
—

 
—

Gain (loss) recognized in earnings:
 
 
 
 
 
 
Mortgage banking revenue
 
—

 
—

 
(122
)
Other comprehensive income (loss):
 
 
 
 
 
 
Net change in unrealized gain (loss)
 
4

 
—

 
—

Balance, March 31, 2016
 
$
9,614

 
$
4,151

 
$
8,099

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

 



- 108 -


A summary of quantitative information about assets measured at fair value on a recurring basis using Significant Unobservable Inputs (Level 3) as of March 31, 2017 follows (in thousands):
 
 
Par
Value
 
Amortized
Cost/Unpaid Principal Balance
 
Fair
Value
 
Valuation Technique(s)
 
Unobservable Input
 
Range
(Weighted Average)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Available for sale securities
 
 
 
 
 
 
 
 
 
 
 
 
 
Municipal and other tax-exempt securities
 
$
6,195

 
$
6,163

 
$
5,722

 
Discounted cash flows
1 
Interest rate spread
 
7.64%-7.94% (7.89%)
2 
90.00%-91.22% (90.75%)
3 
Other debt securities
 
4,400

 
4,400

 
4,153

 
Discounted cash flows
1 
Interest rate spread
 
6.00%-6.84% (6.75%)
4 
94.34% - 94.39 (94.38%)
3 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage loans held for sale
 
N/A

 
13,623

 
12,679

 
Quoted prices of loans sold in securitization transactions, with a liquidity discount applied
 
Liquidity discount applied to the market value of a mortgage loans qualifying for sale to U.S. government agencies.
 
93.07%
 
1 
Discounted cash flows developed using discount rates primarily based on reference to interest rate spreads for comparable securities of similar duration and credit rating as determined by the nationally-recognized rating agencies, adjusted for lack of trading volume.
2 
Interest rate yields used to value investment grade tax-exempt securities represent a spread of 632 to 685 basis points over average yields for comparable tax-exempt securities.
3 
Represents fair value as a percentage of par value.
4 
Interest rate yields used to value investment grade taxable securities based on comparable short-term taxable securities which are generally yielding less than 3 percent.


A summary of quantitative information about Recurring Fair Value Measurements based on Significant Unobservable Inputs (Level 3) as of December 31, 2016 follows (in thousands):
 
 
Par
Value
 
Amortized
Cost/Unpaid Principal Balance
 
Fair
Value
 
Valuation Technique(s)
 
Unobservable Input
 
Range
(Weighted Average)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Available for sale securities
 
 
 
 
 
 
 
 
 
 
 
 
 
Municipal and other tax-exempt securities
 
$
6,195

 
$
6,163

 
$
5,789

 
Discounted cash flows
1 
Interest rate spread
 
5.91%-6.21% (6.16%)
2 
90.00%-93.40% (92.20%)
3 
Other debt securities
 
4,400

 
4,400

 
4,152

 
Discounted cash flows
1 
Interest rate spread
 
6.01%-6.26% (6.23%)
4 
94.34% - 94.36 (94.36%)
3 
Residential mortgage loans held for sale
 
N/A

 
12,431

 
11,617

 
Quoted prices of loans sold in securitization transactions, with a liquidity discount applied
 
Liquidity discount applied to the market value of a mortgage loans qualifying for sale to U.S. government agencies.
 
93.45%
 
1 
Discounted cash flows developed using discount rates primarily based on reference to interest rate spreads for comparable securities of similar duration and credit rating as determined by the nationally-recognized rating agencies, adjusted for lack of trading volume.
2 
Interest rate yields used to value investment grade tax-exempt securities represent a spread of 467 to 525 basis points over average yields for comparable tax-exempt securities.
3 
Represents fair value as a percentage of par value.
4 
Interest rate yields used to value investment grade taxable securities based on comparable short-term taxable securities which are generally yielding less than 1 percent.


- 109 -


A summary of quantitative information about Recurring Fair Value Measurements based on Significant Unobservable Inputs (Level 3) as of March 31, 2016 follows (in thousands):
 
 
Par
Value
 
Amortized
Cost
 
Fair
Value
 
Valuation Technique(s)
 
Unobservable Input
 
Range
(Weighted Average)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Available for sale securities
 
 
 
 
 
 
 
 
 
 
 
 
 
Municipal and other tax-exempt securities
 
$
10,370

 
$
10,311

 
$
9,614

 
Discounted cash flows
1 
Interest rate spread
 
5.40%-5.70% (5.66%)
2 
90.00%-93.20% (92.72%)
3 
Other debt securities
 
4,400

 
4,400

 
4,151

 
Discounted cash flows
1 
Interest rate spread
 
5.51%-5.93% (5.88%)
4 
94.32% - 94.34 (94.34%)
3 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage loans held for sale
 
N/A

 
8,742

 
8,099

 
Quoted prices of loans sold in securitization transactions, with a liquidity discount applied
 
Liquidity discount applied to the market value of a mortgage loans qualifying for sale to U.S. government agencies.
 
92.64%
 
1 
Discounted cash flows developed using discount rates primarily based on reference to interest rate spreads for comparable securities of similar duration and credit rating as determined by the nationally-recognized rating agencies, adjusted for lack of trading volume.
2 
Interest rate yields used to value investment grade tax-exempt securities represent a spread of 480 to 519 basis points over average yields for comparable tax-exempt securities.
3 
Represents fair value as a percentage of par value.
4 
Interest rate yields used to value investment grade taxable securities based on comparable short-term taxable securities which are generally yielding less than 1 percent.


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

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

The following represents the carrying value of assets measured at fair value on a non-recurring basis (and related losses) during the period. The carrying value represents only those assets with a balance at March 31, 2017 for which the fair value was adjusted during the three months ended March 31, 2017:
 
Carrying Value at March 31, 2017
 
Fair Value Adjustments for the Three Months Ended
March 31, 2017
Recognized in:
 
Quoted Prices
in Active Markets for Identical Instruments
 
Significant
Other
Observable
Inputs
 
Significant
Unobservable
Inputs
 
Gross charge-offs against allowance for loan losses
 
Net losses and expenses of repossessed assets, net
Impaired loans
$
—

 
$
462

 
$
1,614

 
$
444

 
$
—

Real estate and other repossessed assets
—

 
777

 
418

 
—

 
293

 

- 110 -


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 March 31, 2016 for which the fair value was adjusted during the three months ended March 31, 2016:
 
Carrying Value at March 31, 2016
 
Fair Value Adjustments for the Three Months Ended
March 31, 2016
Recognized in:
 
Quoted Prices
in Active Markets for Identical Instruments
 
Significant
Other
Observable
Inputs
 
Significant
Unobservable
Inputs
 
Gross charge-offs against allowance for loan losses
 
Net losses and expenses of repossessed assets, net
Impaired loans
$
—

 
$
604

 
$
32,836

 
$
22,157

 
$
—

Real estate and other repossessed assets
—

 
3,577

 
—

 
—

 
458


The fair value of collateral-dependent impaired 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 impaired loans and real estate and other repossessed assets based on significant unobservable inputs are generally due to estimates of current fair values between appraisal dates. Significant unobservable inputs include listing prices for 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.

A summary of quantitative information about Non-recurring Fair Value Measurements based on Significant Unobservable Inputs (Level 3) as of March 31, 2017 follows (in thousands):
 
 
Fair Value
 
Valuation Technique(s)
 
Unobservable Input
 
Range
(Weighted Average)
Impaired loans
 
$
1,614

 
Discounted cash flows
 
Recoverable oil and gas reserves, forward-looking commodity prices, estimated operating costs
 
76% - 81% (77%)1
Real estate and other repossessed assets
 
418

 
Appraised value, as adjusted
 
Marketability adjustment off appraised value2
 
65% - 86% (78%)
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, 2016 follows (in thousands):
 
 
Fair Value
 
Valuation Technique(s)
 
Unobservable Input
 
Range
(Weighted Average)
Impaired loans
 
$
32,836

 
Discounted cash flows
 
Recoverable oil and gas reserves, forward-looking commodity prices, estimated operating costs
 
55% - 73% (60%)1
1  
Represents fair value as a percentage of the unpaid principal balance.



- 111 -


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 March 31, 2017 (dollars in thousands):
 
 
Carrying
Value
 
Estimated
Fair
Value
 
Quoted Prices in Active Markets for Identical Instruments (Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Cash and due from banks
 
$
546,575

 
$
546,575

 
$
546,575

 
$
—

 
$
—

Interest-bearing cash and cash equivalents
 
2,220,640

 
2,220,640

 
2,220,640

 
—

 
—

Trading securities:
 
 
 
 
 
 
 
—

 
 
U.S. government agency debentures
 
18,365

 
18,365

 
—

 
18,365

 
—

U.S. government agency residential mortgage-backed securities
 
578,977

 
578,977

 
—

 
578,977

 
—

Municipal and other tax-exempt securities
 
45,114

 
45,114

 
—

 
45,114

 
—

Other trading securities
 
34,700

 
34,700

 
—

 
34,700

 
—

Total trading securities
 
677,156

 
677,156

 
—

 
677,156

 
—

Investment securities:
 
 

 
 

 
 
 
 
 
 
Municipal and other tax-exempt securities
 
298,811

 
301,128

 
—

 
301,128

 
—

U.S. government agency residential mortgage-backed securities
 
19,378

 
19,967

 
—

 
19,967

 
—

Other debt securities
 
201,213

 
219,568

 
—

 
219,568

 
—

Total investment securities
 
519,402

 
540,663

 
—

 
540,663

 
—

Available for sale securities:
 
 

 
 

 
 
 
 
 
 
U.S. Treasury
 
999

 
999

 
999

 
—

 
—

Municipal and other tax-exempt securities
 
35,453

 
35,453

 
—

 
29,731

 
5,722

U.S. government agency residential mortgage-backed securities
 
5,372,916

 
5,372,916

 
—

 
5,372,916

 
—

Privately issued residential mortgage-backed securities
 
108,626

 
108,626

 
—

 
108,626

 
—

Commercial mortgage-backed securities guaranteed by U.S. government agencies
 
2,877,028

 
2,877,028

 
—

 
2,877,028

 
—

Other debt securities
 
4,153

 
4,153

 
—

 
—

 
4,153

Perpetual preferred stock
 
19,272

 
19,272

 
—

 
19,272

 
—

Equity securities and mutual funds
 
18,844

 
18,844

 
3,906

 
14,938

 
—

Total available for sale securities
 
8,437,291

 
8,437,291

 
4,905

 
8,422,511

 
9,875

Fair value option securities – U.S. government agency residential mortgage-backed securities
 
441,714

 
441,714

 
—

 
441,714

 
—

Residential mortgage loans held for sale
 
248,707

 
248,707

 
—

 
236,028

 
12,679

Loans:
 
 

 
 

 
 
 
 
 
 
Commercial
 
10,327,110

 
10,088,885

 
—

 
—

 
10,088,885

Commercial real estate
 
3,871,063

 
3,816,898

 
—

 
—

 
3,816,898

Residential mortgage
 
1,946,274

 
1,957,635

 
—

 
—

 
1,957,635

Personal
 
847,459

 
838,964

 
—

 
—

 
838,964

Total loans
 
16,991,906

 
16,702,382

 
—

 
—

 
16,702,382

Allowance for loan losses
 
(248,710
)
 
—

 
—

 
—

 
—

Loans, net of allowance
 
16,743,196

 
16,702,382

 
—

 
—

 
16,702,382

Mortgage servicing rights
 
249,403

 
249,403

 
—

 
—

 
249,403

Derivative instruments with positive fair value, net of cash margin
 
304,727

 
304,727

 
23,128

 
281,599

 
—

Deposits with no stated maturity
 
20,331,511

 
20,331,511

 
—

 
—

 
20,331,511

Time deposits
 
2,243,848

 
2,207,968

 
—

 
—

 
2,207,968

Other borrowed funds
 
5,794,928

 
5,790,533

 
—

 
—

 
5,790,533

Subordinated debentures
 
144,649

 
140,888

 
—

 
140,888

 
—

Derivative instruments with negative fair value, net of cash margin
 
276,422

 
276,422

 
11,628

 
264,794

 
—


- 112 -


The following table presents the carrying values and estimated fair values of all financial instruments, including those financial assets and liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis as of December 31, 2016 (dollars in thousands):
 
 
Carrying
Value
 
Estimated
Fair
Value
 
Quoted Prices in Active Markets for Identical Instruments (Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Cash and due from banks
 
$
620,846

 
$
620,846

 
$
620,846

 
$
—

 
$
—

Interest-bearing cash and cash equivalents
 
1,916,651

 
1,916,651

 
1,916,651

 
—

 
—

Trading securities:
 
 
 
 
 
 
 
—

 
 
U.S. government agency debentures
 
6,234

 
6,234

 
—

 
6,234

 
—

U.S. government agency residential mortgage-backed securities
 
310,067

 
310,067

 
—

 
310,067

 
—

Municipal and other tax-exempt securities
 
14,427

 
14,427

 
—

 
14,427

 
—

Other trading securities
 
6,900

 
6,900

 
—

 
6,900

 
—

Total trading securities
 
337,628

 
337,628

 
—

 
337,628

 
—

Investment securities:
 
 

 
 

 
 
 
 
 
 
Municipal and other tax-exempt securities
 
320,364

 
321,225

 
—

 
321,225

 
—

U.S. government agency residential mortgage-backed securities
 
20,777

 
21,473

 
—

 
21,473

 
—

Other debt securities
 
205,004

 
222,795

 
—

 
222,795

 
—

Total investment securities
 
546,145

 
565,493

 
—

 
565,493

 
—

Available for sale securities:
 
 

 
 

 
 
 
 
 
 
U.S. Treasury
 
999

 
999

 
999

 
—

 
—

Municipal and other tax-exempt securities
 
40,993

 
40,993

 
—

 
35,204

 
5,789

U.S. government agency residential mortgage-backed securities
 
5,460,386

 
5,460,386

 
—

 
5,460,386

 
—

Privately issued residential mortgage-backed securities
 
115,535

 
115,535

 
—

 
115,535

 
—

Commercial mortgage-backed securities guaranteed by U.S. government agencies
 
3,017,933

 
3,017,933

 
—

 
3,017,933

 
—

Other debt securities
 
4,152

 
4,152

 
—

 
—

 
4,152

Perpetual preferred stock
 
18,474

 
18,474

 
—

 
18,474

 
—

Equity securities and mutual funds
 
18,357

 
18,357

 
3,495

 
14,862

 
—

Total available for sale securities
 
8,676,829

 
8,676,829

 
4,494

 
8,662,394

 
9,941

Fair value option securities – U.S. government agency residential mortgage-backed securities
 
77,046

 
77,046

 
—

 
77,046

 
—

Residential mortgage loans held for sale
 
301,897

 
301,897

 
—

 
290,280

 
11,617

Loans:
 
 

 
 

 
 
 
 
 
 
Commercial
 
10,390,824

 
10,437,016

 
—

 
—

 
10,437,016

Commercial real estate
 
3,809,046

 
3,850,981

 
—

 
—

 
3,850,981

Residential mortgage
 
1,949,832

 
2,025,159

 
—

 
—

 
2,025,159

Personal
 
839,958

 
864,904

 
—

 
—

 
864,904

Total loans
 
16,989,660

 
17,178,060

 
—

 
—

 
17,178,060

Allowance for loan losses
 
(246,159
)
 
—

 
—

 
—

 
—

Loans, net of allowance
 
16,743,501

 
17,178,060

 
—

 
—

 
17,178,060

Mortgage servicing rights
 
247,073

 
247,073

 
—

 
—

 
247,073

Derivative instruments with positive fair value, net of cash margin
 
689,872

 
689,872

 
7,541

 
682,331

 
—

Deposits with no stated maturity
 
20,526,295

 
20,526,295

 
—

 
—

 
20,526,295

Time deposits
 
2,221,800

 
2,218,303

 
—

 
—

 
2,218,303

Other borrowed funds
 
5,572,662

 
5,556,327

 
—

 
—

 
5,556,327

Subordinated debentures
 
144,640

 
128,903

 
—

 
128,903

 
—

Derivative instruments with negative fair value, net of cash margin
 
664,531

 
664,531

 
6,972

 
657,559

 
—



- 113 -


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 March 31, 2016 (dollars in thousands):
 
 
Carrying
Value
 
Estimated
Fair
Value
 
Quoted Prices in Active Markets for Identical Instruments (Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Cash and due from banks
 
$
481,510

 
$
481,510

 
$
481,510

 
$
—

 
$
—

Interest-bearing cash and cash equivalents
 
1,831,162

 
1,831,162

 
1,831,162

 
—

 
—

Trading securities:
 
 
 
 
 
 
 
—

 
 
U.S. government agency debentures
 
59,733

 
59,733

 
—

 
59,733

 
—

U.S. government agency residential mortgage-backed securities
 
146,896

 
146,896

 
—

 
146,896

 
—

Municipal and other tax-exempt securities
 
58,797

 
58,797

 
—

 
58,797

 
—

Other trading securities
 
14,113

 
14,113

 
—

 
14,113

 
—

Total trading securities
 
279,539

 
279,539

 
—

 
279,539

 
—

Investment securities:
 
 

 
 

 
 
 
 
 
 
Municipal and other tax-exempt securities
 
347,684

 
352,542

 
—

 
352,542

 
—

U.S. government agency residential mortgage-backed securities
 
25,366

 
26,794

 
—

 
26,794

 
—

Other debt securities
 
202,997

 
230,407

 
—

 
230,407

 
—

Total investment securities
 
576,047

 
609,743

 
—

 
609,743

 
—

Available for sale securities:
 
 

 
 

 
 
 
 
 
 
U.S. Treasury
 
1,003

 
1,003

 
1,003

 
—

 
—

Municipal and other tax-exempt securities
 
51,308

 
51,308

 
—

 
41,694

 
9,614

U.S. government agency residential mortgage-backed securities
 
5,716,525

 
5,716,525

 
—

 
5,716,525

 
—

Privately issued residential mortgage-backed securities
 
133,030

 
133,030

 
—

 
133,030

 
—

Commercial mortgage-backed securities guaranteed by U.S. government agencies
 
2,942,404

 
2,942,404

 
—

 
2,942,404

 
—

Other debt securities
 
4,151

 
4,151

 
—

 
—

 
4,151

Perpetual preferred stock
 
19,575

 
19,575

 
—

 
19,575

 
—

Equity securities and mutual funds
 
18,040

 
18,040

 
3,216

 
14,824

 
—

Total available for sale securities
 
8,886,036

 
8,886,036

 
4,219

 
8,868,052

 
13,765

Fair value option securities – U.S. government agency residential mortgage-backed securities
 
418,887

 
418,887

 
—

 
418,887

 
—

Residential mortgage loans held for sale
 
332,040

 
332,040

 
—

 
323,941

 
8,099

Loans:
 
 

 
 

 
 
 
 
 
 
Commercial
 
10,288,425

 
10,092,121

 
—

 
—

 
10,092,121

Commercial real estate
 
3,370,507

 
3,351,250

 
—

 
—

 
3,351,250

Residential mortgage
 
1,869,309

 
1,906,310

 
—

 
—

 
1,906,310

Personal
 
494,325

 
490,166

 
—

 
—

 
490,166

Total loans
 
16,022,566

 
15,839,847

 
—

 
—

 
15,839,847

Allowance for loan losses
 
(233,156
)
 
—

 
—

 
—

 
—

Loans, net of allowance
 
15,789,410

 
15,839,847

 
—

 
—

 
15,839,847

Mortgage servicing rights
 
196,055

 
196,055

 
—

 
—

 
196,055

Derivative instruments with positive fair value, net of cash margin
 
790,146

 
790,146

 
29,533

 
760,613

 
—

Deposits with no stated maturity
 
18,076,946

 
18,076,946

 
—

 
—

 
18,076,946

Time deposits
 
2,341,374

 
2,339,734

 
—

 
—

 
2,339,734

Other borrowed funds
 
6,326,718

 
6,309,208

 
—

 
—

 
6,309,208

Subordinated debentures
 
226,385

 
224,314

 
—

 
—

 
224,314

Derivative instruments with negative fair value, net of cash margin
 
705,578

 
705,578

 
3,084

 
702,494

 
—



- 114 -


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.

The following methods and assumptions were used in estimating the fair value of these financial instruments:
 
Cash and Cash Equivalents
 
The book value reported in the consolidated balance sheets for cash and short-term instruments approximates those assets’ fair values.
 
Securities
 
The fair values of securities are generally based on Significant Other Observable Inputs such as quoted prices for comparable instruments or interest rates and credit spreads, yield curves, volatilities, prepayment speeds and loss severities. 

Loans
 
The fair value of loans, excluding loans held for sale, are based on discounted cash flow analyses using interest rates and credit and liquidity spreads currently being offered for loans with similar remaining terms to maturity and risk, adjusted for the impact of interest rate floors and ceilings which are classified as Significant Unobservable Inputs. The fair values of loans were estimated to approximate their discounted cash flows less loan loss allowances allocated to these loans of $221 million at March 31, 2017, $218 million at December 31, 2016 and $208 million at March 31, 2016. A summary of assumptions used in determining the fair value of loans follows:

 
 
Range of
Contractual
Yields
 
Average
Re-pricing
(in years)
 
Discount
Rate
March 31, 2017:
 
 
 
 
 
 
Commercial
 
0.38% - 30.00%
 
0.67
 
0.62% - 4.68%
Commercial real estate
 
0.38% - 18.00%
 
0.73
 
1.00% - 4.37%
Residential mortgage
 
1.74% - 18.00%
 
2.26
 
1.83% - 4.26%
Personal
 
0.25% - 21.00%
 
0.30
 
0.77% - 4.71%
 
 
 
 
 
 
 
December 31, 2016:
 
 
 
 
 
 
Commercial
 
0.38% - 30.00%
 
0.70
 
0.64% - 4.60%
Commercial real estate
 
0.38% - 18.00%
 
0.71
 
0.94% - 4.27%
Residential mortgage
 
1.74% - 18.00%
 
2.27
 
1.71% - 4.26%
Personal
 
0.25% - 21.00%
 
0.40
 
1.03% - 4.59%
 
 
 
 
 
 
 
March 31, 2016:
 
 
 
 
 
 
Commercial
 
0.38% - 30.00%
 
0.73
 
0.46% - 3.92%
Commercial real estate
 
0.38% - 18.00%
 
0.72
 
0.85% - 3.60%
Residential mortgage
 
1.68% - 18.00%
 
2.07
 
1.23% - 3.73%
Personal
 
0.38% - 21.00%
 
0.37
 
0.78% - 4.01%
 
Deposits
 
The fair values of time deposits are based on discounted cash flow analyses using interest rates currently being offered on similar transactions which are considered Significant Unobservable Inputs. Estimated fair value of deposits with no stated maturity, which includes demand deposits, transaction deposits, money market deposits and savings accounts, is equal to the amount payable on demand. Although market premiums paid reflect an additional value for these low cost deposits, adjusting fair value for the expected benefit of these deposits is prohibited. Accordingly, the positive effect of such deposits is not included in the tables above.


- 115 -


A summary of assumptions used in determining the fair value of time deposits follows:

 
 
Range of
Contractual
Yields
 
Average
Re-pricing
(in years)
 
Discount
Rate
March 31, 2017
 
0.03% - 10.00%
 
1.90
 
1.67% - 2.09%
December 31, 2016
 
0.02% - 9.65%
 
1.96
 
1.57% - 2.00%
March 31, 2016
 
0.02% - 10.00%
 
2.05
 
1.15% - 1.47%

 Other Borrowings and Subordinated Debentures
 
The fair values of these instruments are based upon discounted cash flow analyses using interest rates currently being offered on similar instruments which are considered Significant Unobservable Inputs. A summary of assumptions used in determining the fair value of other borrowing and subordinated debentures follows:

 
 
Range of
Contractual
Yields
 
Average
Re-pricing
(in years)
 
Discount
Rate
March 31, 2017:
 
 
 
 
 
 
Other borrowed funds
 
0.25% - 3.42%
 
0.02
 
0.82% - 3.44%
Subordinated debentures
 
5.38%
 
16.71
 
5.54%
 
 
 
 
 
 
 
December 31, 2016:
 
 
 
 
 
 
Other borrowed funds
 
0.25% - 3.50%
 
0.00
 
0.55% - 3.22%
Subordinated debentures
 
5.38%
 
16.86
 
6.11%
 
 
 
 
 
 
 
March 31, 2016:
 
 
 
 
 
 
Other borrowed funds
 
0.25% - 0.80%
 
0.00
 
0.25% - 2.89%
Subordinated debentures
 
1.31%
 
1.12
 
2.13%

Off-Balance Sheet Instruments
 
The fair values of commercial loan commitments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements. The fair values of these off-balance sheet instruments were not significant at March 31, 2017, December 31, 2016 or March 31, 2016.
Fair Value Election

As more fully disclosed in Note 2 and Note 6 to the Consolidated Financial Statements, the Company has elected to carry all residential mortgage-backed securities guaranteed by U.S. government agencies and U.S. Treasury securities held as economic hedges against changes in the fair value of mortgage servicing rights and all residential mortgage loans originated for sale at fair value. Changes in the fair value of these financial instruments are recognized in earnings.



- 116 -


(12) Federal and State Income Taxes

The reconciliations of income (loss) attributable to continuing operations at the U.S. federal statutory tax rate to income tax expense are as follows (in thousands):
 
 
Three Months Ended
March 31,
 
 
2017
 
2016
Amount:
 
 
 
 
Federal statutory tax
 
$
44,368

 
$
21,846

Tax exempt revenue
 
(3,111
)
 
(2,532
)
Effect of state income taxes, net of federal benefit
 
2,445

 
2,301

Utilization of tax credits:
 
 
 
 
Low-income housing tax credit, net of amortization
 
(1,723
)
 
(1,310
)
Other tax credits
 
(364
)
 
(521
)
Bank-owned life insurance
 
(772
)
 
(791
)
Share-based compensation
 
(3,937
)
 
—

Other, net
 
1,197

 
2,435

Total income tax expense
 
$
38,103

 
$
21,428



 
 
Three Months Ended
March 31,
 
 
2017
 
2016
Percent of pretax income:
 
 
 
 
Federal statutory tax
 
35.0
 %
 
35.0
 %
Tax exempt revenue
 
(2.4
)
 
(4.1
)
Effect of state income taxes, net of federal benefit
 
1.9

 
3.7

Utilization of tax credits:
 
 
 
 
Low-income housing tax credit, net of amortization
 
(1.4
)
 
(2.1
)
Other tax credits
 
(0.3
)
 
(0.8
)
Bank-owned life insurance
 
(0.6
)
 
(1.3
)
Share-based compensation
 
(3.1
)
 
—

Other, net
 
1.0

 
3.9

Total
 
30.1
 %
 
34.3
 %
(13) Subsequent Events

The Company evaluated events from the date of the consolidated financial statements on March 31, 2017 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.


- 117 -


Quarterly Financial Summary – Unaudited
Consolidated Daily Average Balances, Average Yields and Rates
(In Thousands, Except Per Share Data)
 
Three Months Ended
 
 
March 31, 2017
 
December 31, 2016
 
 
Average
Balance
 
Revenue/
Expense
 
Yield/
Rate
 
Average
Balance
 
Revenue/
Expense
 
Yield/
Rate
Assets
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing cash and cash equivalents
 
$
2,087,964

 
$
4,244

 
0.82
%
 
$
2,032,785

 
$
2,800

 
0.55
%
Trading securities
 
579,549

 
5,369

 
3.87
%
 
476,498

 
4,554

 
3.91
%
Investment securities
 
 
 
 
 
 
 
 
 
 
 
 
Taxable
 
221,684

 
3,013

 
5.44
%
 
224,376

 
3,024

 
5.39
%
Tax-exempt
 
309,252

 
1,893

 
2.45
%
 
318,493

 
1,854

 
2.33
%
Total investment securities
 
530,936

 
4,906

 
3.70
%
 
542,869

 
4,878

 
3.60
%
Available for sale securities
 
 
 
 
 
 
 
 
 
 
 
 
Taxable
 
8,509,423

 
42,927

 
2.02
%
 
8,706,449

 
42,482

 
1.98
%
Tax-exempt
 
57,626

 
728

 
5.37
%
 
60,106

 
748

 
5.27
%
Total available for sale securities
 
8,567,049

 
43,655

 
2.05
%
 
8,766,555

 
43,230

 
2.00
%
Fair value option securities
 
416,524

 
2,380

 
2.27
%
 
210,733

 
541

 
0.99
%
Restricted equity securities
 
312,498

 
4,309

 
5.52
%
 
334,114

 
4,554

 
5.45
%
Residential mortgage loans held for sale
 
220,325

 
1,836

 
3.35
%
 
345,066

 
2,835

 
3.31
%
Loans
 
17,135,825

 
164,119

 
3.88
%
 
16,723,588

 
156,734

 
3.67
%
Allowance for loan losses
 
(249,379
)
 
 
 
 
 
(246,977
)
 
 
 
 
Loans, net of allowance
 
16,886,446

 
164,119

 
3.94
%
 
16,476,611

 
156,734

 
3.72
%
Total earning assets
 
29,601,291

 
230,818

 
3.15
%
 
29,185,231

 
220,126

 
2.98
%
Receivable on unsettled securities sales
 
62,641

 
 
 
 
 
33,813

 
 
 
 
Cash and other assets
 
3,291,057

 
 
 
 
 
3,742,032

 
 
 
 
Total assets
 
$
32,954,989

 
 
 
 
 
$
32,961,076

 
 
 
 
Liabilities and equity
 
 

 
 

 
 

 
 

 
 

 
 

Interest-bearing deposits:
 
 

 
 

 
 

 
 

 
 

 
 

Transaction
 
$
10,567,475

 
$
5,214

 
0.20
%
 
$
9,980,132

 
$
3,912

 
0.16
%
Savings
 
441,254

 
87

 
0.08
%
 
421,654

 
91

 
0.09
%
Time
 
2,258,930

 
6,053

 
1.09
%
 
2,177,035

 
6,140

 
1.12
%
Total interest-bearing deposits
 
13,267,659

 
11,354

 
0.35
%
 
12,578,821

 
10,143

 
0.32
%
Funds purchased
 
55,508

 
64

 
0.47
%
 
62,004

 
44

 
0.28
%
Repurchase agreements
 
523,561

 
32

 
0.02
%
 
560,891

 
34

 
0.02
%
Other borrowings
 
5,737,955

 
11,733

 
0.83
%
 
6,072,150

 
9,315

 
0.61
%
Subordinated debentures
 
144,644

 
2,025

 
5.68
%
 
144,635

 
2,003

 
5.51
%
Total interest-bearing liabilities
 
19,729,327

 
25,208

 
0.52
%
 
19,418,501

 
21,539

 
0.44
%
Non-interest bearing demand deposits
 
9,101,763

 
 
 
 
 
9,124,595

 
 
 
 
Due on unsettled securities purchases
 
91,529

 
 
 
 
 
77,575

 
 
 
 
Other liabilities
 
704,978

 
 
 
 
 
1,004,212

 
 
 
 
Total equity
 
3,327,392

 
 
 
 
 
3,336,193

 
 
 
 
Total liabilities and equity
 
$
32,954,989

 
 
 
 
 
$
32,961,076

 
 
 
 
Tax-equivalent Net Interest Revenue
 
 
 
$
205,610

 
2.63
%
 
 
 
$
198,587

 
2.54
%
Tax-equivalent Net Interest Revenue to Earning Assets
 
 
 
 
 
2.81
%
 
 
 
 
 
2.69
%
Less tax-equivalent adjustment
 
 
 
4,428

 
 
 
 
 
4,389

 
 
Net Interest Revenue
 
 
 
201,182

 
 
 
 
 
194,198

 
 
Provision for credit losses
 
 
 
—

 
 
 
 
 
—

 
 
Other operating revenue
 
 
 
170,296

 
 
 
 
 
143,754

 
 
Other operating expense
 
 
 
244,711

 
 
 
 
 
265,547

 
 
Income before taxes
 
 
 
126,767

 
 
 
 
 
72,405

 
 
Federal and state income taxes
 
 
 
38,103

 
 
 
 
 
22,496

 
 
Net income
 
 
 
88,664

 
 
 
 
 
49,909

 
 
Net income (loss) attributable to non-controlling interests
 
 
 
308

 
 
 
 
 
(117
)
 
 
Net income attributable to BOK Financial Corp. shareholders
 
 
 
$
88,356

 
 
 
 
 
$
50,026

 
 
Earnings Per Average Common Share Equivalent:
 
 

 
 

 
 

 
 

 
 

 
 

Basic
 
 

 
$
1.35

 
 

 
 

 
$
0.76

 
 

Diluted
 
 

 
$
1.35

 
 

 
 

 
$
0.76

 
 

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.

- 118 -


Three Months Ended
September 30, 2016
 
June 30, 2016
 
March 31, 2016
Average Balance
 
Revenue /Expense
 
Yield / Rate
 
Average Balance
 
Revenue / Expense
 
Yield / Rate
 
Average Balance
 
Revenue / Expense
 
Yield / Rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
2,047,991

 
$
2,651

 
0.51
%
 
$
2,022,028

 
$
2,569

 
0.51
%
 
$
2,052,840

 
$
2,706

 
0.53
%
366,545

 
3,157

 
2.71
%
 
237,808

 
775

 
1.89
%
 
188,100

 
727

 
2.47
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
224,518

 
3,000

 
5.34
%
 
227,103

 
3,069

 
5.41
%
 
229,817

 
3,175

 
5.53
%
328,074

 
1,851

 
2.26
%
 
335,288

 
1,878

 
2.25
%
 
357,648

 
1,984

 
2.22
%
552,592

 
4,851

 
3.51
%
 
562,391

 
4,947

 
3.52
%
 
587,465

 
5,159

 
3.51
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8,795,869

 
42,513

 
1.99
%
 
8,819,135

 
43,345

 
2.01
%
 
8,878,478

 
44,932

 
2.06
%
66,721

 
867

 
5.47
%
 
70,977

 
862

 
5.06
%
 
72,958

 
876

 
4.95
%
8,862,590

 
43,380

 
2.01
%
 
8,890,112

 
44,207

 
2.04
%
 
8,951,435

 
45,808

 
2.08
%
266,998

 
1,531

 
1.70
%
 
368,434

 
2,062

 
2.19
%
 
450,478

 
2,589

 
2.38
%
335,812

 
4,510

 
5.37
%
 
319,136

 
3,863

 
4.84
%
 
294,529

 
4,311

 
5.85
%
445,930

 
3,615

 
3.28
%
 
401,114

 
3,508

 
3.53
%
 
289,743

 
2,700

 
3.75
%
16,447,750

 
150,077

 
3.63
%
 
16,263,132

 
144,708

 
3.58
%
 
15,991,993

 
142,181

 
3.57
%
(247,901
)
 
 
 
 
 
(245,448
)
 
 
 
 
 
(234,116
)
 
 
 
 
16,199,849

 
150,077

 
3.69
%
 
16,017,684

 
144,708

 
3.63
%
 
15,757,877

 
142,181

 
3.63
%
29,078,307

 
213,772

 
2.93
%
 
28,818,707

 
206,639

 
2.91
%
 
28,572,467

 
206,181

 
2.92
%
259,906

 
 
 
 
 
49,568

 
 
 
 
 
115,101

 
 
 
 
3,308,260

 
 
 
 
 
3,117,767

 
 
 
 
 
2,820,903

 
 
 
 
$
32,646,473

 
 
 
 
 
$
31,986,042

 
 
 
 
 
$
31,508,471

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
9,650,618

 
$
3,417

 
0.14
%
 
$
9,590,855

 
$
3,260

 
0.14
%
 
$
9,756,843

 
$
3,317

 
0.14
%
420,009

 
100

 
0.09
%
 
417,122

 
102

 
0.10
%
 
397,479

 
93

 
0.09
%
2,197,350

 
6,295

 
1.14
%
 
2,297,621

 
6,635

 
1.16
%
 
2,366,543

 
7,132

 
1.21
%
12,267,977

 
9,812

 
0.32
%
 
12,305,598

 
9,997

 
0.33
%
 
12,520,865

 
10,542

 
0.34
%
68,280

 
33

 
0.19
%
 
70,682

 
33

 
0.19
%
 
112,211

 
76

 
0.27
%
522,822

 
53

 
0.04
%
 
611,264

 
72

 
0.05
%
 
662,640

 
89

 
0.05
%
6,342,369

 
9,105

 
0.57
%
 
6,076,028

 
8,675

 
0.57
%
 
5,583,917

 
7,807

 
0.56
%
255,890

 
2,468

 
3.84
%
 
232,795

 
878

 
1.52
%
 
226,368

 
710

 
1.26
%
19,457,338

 
21,471

 
0.44
%
 
19,296,367

 
19,655

 
0.41
%
 
19,106,001

 
19,224

 
0.40
%
8,497,037

 
 
 
 
 
8,162,134

 
 
 
 
 
8,105,756

 
 
 
 
200,574

 
 
 
 
 
93,812

 
 
 
 
 
158,050

 
 
 
 
1,099,858

 
 
 
 
 
1,089,483

 
 
 
 
 
813,427

 
 
 
 
3,391,666

 
 
 
 
 
3,344,246

 
 
 
 
 
3,325,237

 
 
 
 
$
32,646,473

 
 
 
 
 
$
31,986,042

 
 
 
 
 
$
31,508,471

 
 
 
 
 
 
$
192,301

 
2.49
%
 
 
 
$
186,984

 
2.50
%
 
 
 
$
186,957

 
2.52
%
 
 
 
 
2.64
%
 
 
 
 
 
2.63
%
 
 
 
 
 
2.65
%
 
 
4,455

 
 
 
 
 
4,372

 
 
 
 
 
4,385

 
 
 
 
187,846

 
 
 
 
 
182,612

 
 
 
 
 
182,572

 
 
 
 
10,000

 
 
 
 
 
20,000

 
 
 
 
 
35,000

 
 
 
 
187,310

 
 
 
 
 
185,542

 
 
 
 
 
157,414

 
 
 
 
258,088

 
 
 
 
 
251,385

 
 
 
 
 
242,570

 
 
 
 
107,068

 
 
 
 
 
96,769

 
 
 
 
 
62,416

 
 
 
 
31,956

 
 
 
 
 
30,497

 
 
 
 
 
21,428

 
 
 
 
75,112

 
 
 
 
 
66,272

 
 
 
 
 
40,988

 
 
 
 
835

 
 
 
 
 
471

 
 
 
 
 
(1,576
)
 
 
 
 
$
74,277

 
 
 
 
 
$
65,801

 
 
 
 
 
$
42,564

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
$
1.13

 
 

 
 

 
$
1.00

 
 

 
 

 
$
0.64

 
 

 

 
$
1.13

 
 

 
 

 
$
1.00

 
 

 
 

 
$
0.64

 
 




- 119 -


Quarterly Earnings Trends – Unaudited
(In thousands, except share and per share data)
 
 
Three Months Ended
 
 
March 31, 2017
 
Dec. 31, 2016
 
Sept. 30, 2016
 
June 30, 2016
 
March 31, 2016
 
 
 
 
 
 
 
 
 
 
 
Interest revenue
 
$
226,390

 
$
215,737

 
$
209,317

 
$
202,267

 
$
201,796

Interest expense
 
25,208

 
21,539

 
21,471

 
19,655

 
19,224

Net interest revenue
 
201,182

 
194,198

 
187,846

 
182,612

 
182,572

Provision for credit losses
 
—

 
—

 
10,000

 
20,000

 
35,000

Net interest revenue after provision for credit losses
 
201,182

 
194,198

 
177,846

 
162,612

 
147,572

Other operating revenue
 
 

 
 

 
 

 
 

 
 

Brokerage and trading revenue
 
33,623

 
28,500

 
38,006

 
39,530

 
32,341

Transaction card revenue
 
32,127

 
34,521

 
33,933

 
34,950

 
32,354

Fiduciary and asset management revenue
 
38,631

 
34,535

 
34,073

 
34,813

 
32,056

Deposit service charges and fees
 
23,030

 
23,365

 
23,668

 
22,618

 
22,542

Mortgage banking revenue
 
25,191

 
28,414

 
38,516

 
34,884

 
32,100

Other revenue
 
11,752

 
12,693

 
13,080

 
13,352

 
11,904

Total fees and commissions
 
164,354

 
162,028

 
181,276

 
180,147

 
163,297

Other gains, net
 
3,627

 
(1,279
)
 
2,442

 
1,307

 
1,560

Gain (loss) on derivatives, net
 
(450
)
 
(35,815
)
 
2,226

 
10,766

 
7,138

Gain (loss) on fair value option securities, net
 
(1,140
)
 
(20,922
)
 
(3,355
)
 
4,279

 
9,443

Change in fair value of mortgage servicing rights
 
1,856

 
39,751

 
2,327

 
(16,283
)
 
(27,988
)
Gain on available for sale securities, net
 
2,049

 
(9
)
 
2,394

 
5,326

 
3,964

Total other operating revenue
 
170,296

 
143,754

 
187,310

 
185,542

 
157,414

Other operating expense
 
 

 
 

 
 

 
 

 
 

Personnel
 
136,425

 
141,132

 
139,212

 
139,213

 
133,562

Business promotion
 
6,717

 
7,344

 
6,839

 
6,703

 
5,696

Charitable contributions to BOKF Foundation
 
—

 
2,000

 
—

 
—

 
—

Professional fees and services
 
12,379

 
16,828

 
14,038

 
14,158

 
11,759

Net occupancy and equipment
 
21,624

 
21,470

 
20,111

 
19,677

 
18,766

Insurance
 
6,404

 
8,705

 
9,390

 
7,129

 
7,265

Data processing and communications
 
33,940

 
33,691

 
33,331

 
32,802

 
32,017

Printing, postage and supplies
 
3,851

 
3,998

 
3,790

 
3,889

 
3,907

Net losses (gains) and operating expenses of repossessed assets
 
1,009

 
1,627

 
(926
)
 
1,588

 
1,070

Amortization of intangible assets
 
1,802

 
1,558

 
1,521

 
2,624

 
1,159

Mortgage banking costs
 
13,003

 
17,348

 
15,963

 
15,746

 
12,330

Other expense
 
7,557

 
9,846

 
14,819

 
7,856

 
15,039

Total other operating expense
 
244,711

 
265,547

 
258,088

 
251,385

 
242,570

Net income before taxes
 
126,767

 
72,405

 
107,068

 
96,769

 
62,416

Federal and state income taxes
 
38,103

 
22,496

 
31,956

 
30,497

 
21,428

Net income
 
88,664

 
49,909

 
75,112

 
66,272

 
40,988

Net income (loss) attributable to non-controlling interests
 
308

 
(117
)
 
835

 
471

 
(1,576
)
Net income attributable to BOK Financial Corporation shareholders
 
$
88,356

 
$
50,026

 
$
74,277

 
$
65,801

 
$
42,564

 
 
 
 
 
 
 
 
 
 
 
Earnings per share:
 
 

 
 

 
 

 
 

 
 

Basic
 
$1.35
 
$0.76
 
$1.13
 
$1.00
 
$0.64
Diluted
 
$1.35
 
$0.76
 
$1.13
 
$1.00
 
$0.64
Average shares used in computation:
 
 
 
 
 
 
 
 
 
 
Basic
 
64,715,964

 
64,719,018

 
65,085,392

 
65,245,887

 
65,296,541

Diluted
 
64,783,737

 
64,787,728

 
65,157,841

 
65,302,926

 
65,331,428


- 120 -


PART II. Other Information

Item 1. Legal Proceedings
 
See discussion of legal proceedings at Note 7 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 March 31, 2017.

 
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, 2017
 
16,774

 
$
82.84

 
—

 
2,120,757

February 1 to February 28, 2017
 
—

 
$
—

 
—

 
2,120,757

March 1 to March 31, 2017
 
—

 
$
—

 
—

 
2,120,757

Total
 
16,774

 
 

 
—

 
 

1 
On October 1, 2015, the Company's board of directors authorized the Company to repurchase up to five million shares of the Company's common stock. As of March 31, 2017, the Company had repurchased 2,879,243 shares under this plan. Future repurchases of the Company's common stock will vary based on market conditions, regulatory limitations and other factors.
2 
The Company routinely repurchases mature shares from employees to cover the exercise price and taxes in connection with employee equity compensation.
Item 6. Exhibits

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

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

32
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Earnings, (iii) the Consolidated Statements of Changes in Equity, (iv) the Consolidated Statement of Cash Flows and (v) the Notes to Consolidated Financial Statements


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



- 121 -


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:        April 28, 2017                                                                  



/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


- 122 -